Exhibit 99.1
EXECUTION VERSION
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement, dated as of August 11, 2005
(this "Agreement"), is entered into between Xxxxxxx Xxxxx Mortgage Lending, Inc.
(the "Seller") and Xxxxxxx Xxxxx Mortgage Investors, Inc. (the "Purchaser").
The Seller intends to sell and the Purchaser intends to purchase
certain multifamily, commercial and manufactured housing community mortgage
loans (the "Mortgage Loans") identified on the schedule (the "Mortgage Loan
Schedule") annexed hereto as Schedule II. The Purchaser intends to deposit the
Mortgage Loans, along with certain other mortgage loans (the "Other Mortgage
Loans"), into a trust fund (the "Trust Fund"), the beneficial ownership of which
will be evidenced by multiple classes of mortgage pass-through certificates (the
"Certificates"). One or more "real estate mortgage investment conduit" ("REMIC")
elections will be made with respect to most of the Trust Fund. The Trust Fund
will be created and the Certificates will be issued pursuant to a Pooling and
Servicing Agreement, dated as of 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 $1,084,720,719 (the "Merrill 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 Merrill 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) 100.19263% of the
Merrill Mortgage Loan Balance as of the Cut-off Date, plus (ii) $3,658,713,
which amount represents the amount of interest accrued on the Merrill 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) (A) the original executed Mortgage Note for the subject Mortgage
Loan, including any power of attorney related to the execution thereof (or
a lost note affidavit and indemnity with a copy of such Mortgage Note
attached thereto), together with any and all intervening endorsements
thereon, endorsed on its face or by allonge attached thereto (without
recourse, representation or warranty, express or implied) to the order of
LaSalle Bank National Association, as trustee for the registered holders of
Xxxxxxx Xxxxx Mortgage Trust 2005-CIP1, Commercial Mortgage Pass-Through
Certificates, Series 2005-CIP1, or in blank, and (B) in the case of a Loan
Combination, a copy of the executed Mortgage Note for each related
Non-Trust Loan;
(ii) an original or copy of the Mortgage, together with originals or
copies of any and all intervening assignments thereof, in each case (unless
not yet returned by the applicable recording office) with evidence of
recording indicated thereon or certified by the applicable recording
office;
(iii) an original or copy of any related Assignment of Leases (if such
item is a document separate from the Mortgage), together with originals or
copies of any and all intervening assignments thereof, in each case (unless
not yet returned by the applicable recording office) with evidence of
recording indicated thereon or certified by the applicable recording
office;
(iv) an original executed assignment, in recordable form (except for
completion of the assignee's name (if the assignment is delivered in blank)
and any missing recording information or a certified copy of that
assignment as sent for recording), of (a) the Mortgage, (b) any related
Assignment of Leases (if such item is a document separate from the
Mortgage) and (c) any other recorded document relating to the subject
Mortgage Loan otherwise included in the Mortgage File, in favor of LaSalle
Bank National Association, as trustee for the registered holders of Xxxxxxx
Xxxxx Mortgage Trust 2005-CIP1, Commercial Mortgage Pass-Through
Certificates, Series 2005-CIP1 (or, in the case of a Loan Combination, in
favor of LaSalle Bank National Association, as trustee for the registered
holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CIP1, Commercial Mortgage
Pass-Through Certificates, Series 2005-CIP1, and in its capacity as lead
lender on behalf of the holder(s) of the related Non-Trust Loan(s)), or in
blank;
(v) an original assignment of all unrecorded documents relating to the
Mortgage Loan (to the extent not already assigned pursuant to clause (iv)
above) in favor of LaSalle Bank National Association, as trustee for the
registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CIP1, Commercial
Mortgage Pass-Through Certificates, Series 2005-CIP1 (or, in the case of a
Loan Combination, in favor of LaSalle Bank National Association, as trustee
for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CIP1,
Commercial Mortgage Pass-Through Certificates, Series 2005-CIP1,
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and in its capacity as lead lender on behalf of the holder of the related
Non-Trust Loan(s)), or in blank;
(vi) originals or copies of any consolidation, assumption,
substitution and modification agreements in those instances where the terms
or provisions of the Mortgage or Mortgage Note have been consolidated or
modified or the subject Mortgage Loan has been assumed;
(vii) the original or a copy of the policy or certificate of lender's
title insurance or, if such policy has not been issued or located, an
original or copy of an irrevocable, binding commitment (which may be a pro
forma policy or a marked version of the policy that has been executed by an
authorized representative of the title company or an agreement to provide
the same pursuant to binding escrow instructions executed by an authorized
representative of the title company) to issue such title insurance policy;
(viii) any filed copies or other evidence of filing of any prior UCC
Financing Statements in favor of the originator of the subject Mortgage
Loan or in favor of any assignee prior to the Trustee (but only to the
extent the Seller had possession of such UCC Financing Statements prior to
the Closing Date) and, if there is an effective UCC Financing Statement in
favor of the Seller on record with the applicable public office for UCC
Financing Statements, a UCC Financing Statement assignment, in form
suitable for filing in favor of LaSalle Bank National Association, as
trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust
2005-CIP1, Commercial Mortgage Pass-Through Certificates, Series 2005-CIP1,
as assignee (or, in the case of a Loan Combination, in favor of LaSalle
Bank National Association, as trustee for the registered holders of Xxxxxxx
Xxxxx Mortgage Trust 2005-CIP1, Commercial Mortgage Pass-Through
Certificates, Series 2005-CIP1, and in its capacity as lead lender on
behalf of the holder of the related Non-Trust Loan(s)), or in blank;
(ix) an original or copy of any Ground Lease, guaranty or ground
lessor estoppel;
(x) any intercreditor agreement relating to permitted debt of the
Mortgagor and any intercreditor agreement relating to mezzanine debt
related to the Mortgagor;
(xi) an original or a copy of any loan agreement, any escrow or
reserve agreement, any security agreement, any management agreement, any
agreed upon procedures letter, any lockbox or cash management agreements,
any environmental reports or any letter of credit, in each case relating to
the subject Mortgage Loan; 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 Mortgage File with respect to the Westchester Trust Mortgage Loan
shall contain the following documents:
(i) the original executed Mortgage Note for such Mortgage Loan
including any power of attorney related to the execution thereof (or a lost
note affidavit and
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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 executed copy of the Westchester Intercreditor Agreement; and
(iii) an executed copy of the MLMT Series 2005-MCP1 Pooling and
Servicing Agreement.
The foregoing Mortgage File delivery requirement shall be subject to
Section 2.01(c) of the Pooling and Servicing Agreement.
The Seller hereby further represents and warrants that with respect to
the Westchester Trust Mortgage Loan, it has delivered to the MLMT Series
2005-MCP1 Trustee the documents constituting the "Mortgage File" within the
meaning of the MLMT Series 2005-MCP1 Pooling and Servicing Agreement in
connection with its sale of the Westchester Pari Passu Non-Trust Loan to the
Depositor.
(d) The Seller shall retain an Independent third party (the
"Recording/Filing Agent") that shall, as to each Mortgage Loan, promptly (and in
any event within 90 days following the later of the Closing Date and the
delivery of each Mortgage, Assignment of Leases, recordable document and UCC
Financing Statement to the Trustee) cause to be submitted for recording or
filing, as the case may be, in the appropriate public office for real property
records or UCC Financing Statements, each assignment of Mortgage, assignment of
Assignment of Leases and any other recordable documents relating to each such
Mortgage Loan in favor of the Trustee that is referred to in clause (iv) of the
definition of "Mortgage File" and each UCC Financing Statement assignment in
favor of the Trustee that is referred to in clause (viii) of the definition of
"Mortgage File." Each such assignment and UCC Financing Statement assignment
shall reflect that the recorded original should be returned by the public
recording office to the Trustee following recording, and each such assignment
and UCC Financing Statement assignment shall reflect that the file copy thereof
should be returned to the Trustee following filing; provided, that in those
instances where the public recording office retains the original assignment of
Mortgage or assignment of Assignment of Leases, the Recording/Filing Agent shall
obtain therefrom a certified copy of the recorded original. If any such document
or instrument is lost or returned unrecorded or unfiled, as the case may be,
because of a defect therein, then the Seller shall prepare a substitute therefor
or cure such defect or cause such to be done, as the case may be, and the Seller
shall deliver such substitute or corrected document or instrument to the Trustee
(or, if the Mortgage Loan is then no longer subject to the Pooling and Servicing
Agreement, to the then holder of such Mortgage Loan).
The Seller shall bear the out-of-pocket costs and expenses of all such
recording, filing and delivery contemplated in the preceding paragraph,
including, without limitation, any costs and expenses that may be incurred by
the Trustee in connection with any such recording,
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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:
(i) The Seller is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware and the Seller has
taken all necessary corporate action to authorize the execution, delivery
and performance of this Agreement by it, and has the power and authority to
execute, deliver and perform this Agreement and all transactions
contemplated hereby.
(ii) This Agreement has been duly and validly authorized, executed and
delivered by the Seller, all requisite action by the Seller's directors and
officers has been taken in connection therewith, and (assuming the due
authorization, execution and delivery hereof by the Purchaser) this
Agreement constitutes the valid, legal and binding agreement of the Seller,
enforceable against the Seller in accordance with its terms,
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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 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
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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 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
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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 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,
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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 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
10
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 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
11
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).
(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
12
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.
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
13
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 firm of Ernst
& Young LLP, in form satisfactory to the Purchaser and relating to certain
information regarding the Mortgage Loans and Certificates as set forth in the
Prospectus and Prospectus Supplement, respectively; and
(g) The Seller shall have executed and delivered concurrently herewith
that certain Indemnification Agreement, dated as of August 11, 2005, among the
Seller, Countrywide Commercial Real Estate Finance, 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;
(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;
14
(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 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" and
"Summary of Prospectus Supplement--Relevant Parties--Xxxxxxx Xxxxx Mortgage
Trust Series 2005-MCP1 Trustee, Master Servicer and Special Servicer" and "--The
Westchester Controlling Subordinate Noteholder and Westchester Pari Passu
Non-Trust Loan Noteholder"; "Summary of Prospectus Supplement--The Mortgage
Loans And The Mortgaged Real Properties," "Risk Factors" and "Description of the
Mortgage Pool". The "Specified Portions" of the Memorandum shall consist of the
Specified Portions of the Prospectus Supplement (as attached as an exhibit to
the Memorandum);
(e) Each of: (i) the resolutions of the Seller's board of directors or
a committee thereof authorizing the Seller's entering into the transactions
contemplated by this Agreement, (ii) the certificate of incorporation and bylaws
of the Seller, and (iii) a certificate of good standing of the Seller issued by
the State of Delaware not earlier than thirty (30) days prior to the Closing
Date;
15
(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 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
16
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.
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
17
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, including, without
limitation, any defined terms therein, unless the Seller has consented to such
amendment or modification in writing.
SECTION 18. Accountants' Letters. The parties hereto shall cooperate
with Ernst & Young LLP in making available all information and taking all steps
reasonably necessary to permit such accountants to deliver the letters required
by the Underwriting Agreement and the Certificate Purchase Agreement.
SECTION 19. Knowledge. Whenever a representation or warranty or other
statement in this Agreement (including, without limitation, Schedule I hereto)
is made with respect to a Person's "knowledge," such statement refers to such
Person's employees or agents who were or are responsible for or involved with
the indicated matter and have actual knowledge of the matter in question.
18
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.
19
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.
SELLER
XXXXXXX XXXXX MORTGAGE LENDING, INC.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President,
Chief Officer in Charge of
Commercial Mortgage
Securitization
Address for Notices:
Xxxxxxx Xxxxx Mortgage Lending, Inc.
Four World Financial Center
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
Attention: Xxxxx X. Xxxxxxx
with a copy to:
Xxxxxx X. Xxxxxxxx, Esq.
Xxxxxxx Xxxxx Mortgage Investors, Inc.
Four World Financial Center
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
PURCHASER
XXXXXXX XXXXX MORTGAGE INVESTORS,
INC.
By: /s/ 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 (or, in the case of the Westchester Trust Mortgage Loan, in
favor of the MLMT Series 2005-MCP1 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 (or, in the case of the Westchester Trust
Mortgage Loan, in favor of the MLMT Series 2005-MCP1 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 (or, in the case of the Westchester Trust
Mortgage Loan, in favor of the MLMT Series 2005-MCP1 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 (or, in the case of the Westchester
Trust Mortgage Loan, in favor of the MLMT Series 2005-MCP1 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
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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 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
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is a valid first priority lien on such Mortgaged Property, subject only to the
Permitted Encumbrances, except that in the case of a Mortgage Loan as to which
the related Mortgaged Property is made up of more than one parcel of property,
each of which is secured by a separate Mortgage, such Mortgage (and therefore
the related Title Policy) may be in an amount less than the original principal
amount of the Mortgage Loan, but is not less than the allocated amount of
subject parcel constituting a portion of the related Mortgaged Property. Such
Title Policy (or, if it has yet to be issued, the coverage to be provided
thereby) is in full force and effect, all premiums thereon have been paid, no
material claims have been made thereunder and no claims have been paid
thereunder. No holder of the related Mortgage has done, by act or omission,
anything that would materially impair the coverage under such Title Policy.
Immediately following the transfer and assignment of the related Mortgage Loan
to the Trustee, such Title Policy (or, if it has yet to be issued, the coverage
to be provided thereby) inures to the benefit of the Trustee (or, in the case of
the Westchester Trust Mortgage Loan, in favor of the MLMT Series 2005-MCP1
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 (in the case of the Westchester Trust Mortgage Loan,
subject to the rights of the MLMT Series 2005-MCP1 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.
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12. Environmental Conditions. Except in the case of the Mortgaged
Properties identified on Annex B hereto (as to which properties the only
environmental investigation conducted in connection with the origination of the
related Mortgage Loan related to asbestos-containing materials and lead-based
paint), (a) an environmental site assessment meeting ASTM standards and covering
all environmental hazards typically assessed for similar properties including
use, type and tenants of the related Mortgaged Property, a transaction screen
meeting ASTM standards or an update of a previously conducted environmental site
assessment (which update may have been performed pursuant to a database update),
was performed by an independent third-party environmental consultant (licensed
to the extent required by applicable state law) with respect to each Mortgaged
Property securing a Mortgage Loan in connection with the origination of such
Mortgage Loan, (b) the report of each such assessment, update or screen, if any
(an "Environmental Report"), is dated no earlier than (or, alternatively, has
been updated within) twelve (12) months prior to the date hereof, (c) a copy of
each such Environmental Report has been delivered to the Purchaser, and (d)
either: (i) no such Environmental Report, if any, reveals that as of the date of
the report there is a material violation of applicable environmental laws with
respect to any known circumstances or conditions relating to the related
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
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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 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
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allowed to self-insure the related Mortgaged Properties, all improvements upon
each Mortgaged Property securing a Mortgage Loan are insured under a fire and
extended perils insurance (or the equivalent) policy, in an amount at least
equal to the lesser of the outstanding principal balance of such Mortgage Loan
and 100% of the full insurable replacement cost of the improvements located on
the related Mortgaged Property, and if applicable, the related hazard insurance
policy contains appropriate endorsements to avoid the application of
co-insurance and does not permit reduction in insurance proceeds for
depreciation. Each Mortgaged Property is also covered by comprehensive general
liability insurance in amounts customarily required by prudent commercial
mortgage lenders for properties of similar types. Each Mortgaged Property
securing a Mortgage Loan is the subject of a business interruption or rent loss
insurance policy providing coverage for at least twelve (12) months (or a
specified dollar amount which is reasonably estimated to cover no less than
twelve (12) months of rental income), unless such Mortgaged Property constitutes
a manufactured housing community. If any portion of the improvements on a
Mortgaged Property securing any Mortgage Loan was, at the time of the
origination of such Mortgage Loan, in an area identified in the Federal Register
by the Flood Emergency Management Agency as a special flood hazard area (Zone A
or Zone V), and flood insurance was available, a flood insurance policy is in
effect with a generally acceptable insurance carrier, in an amount representing
coverage not less than the least of: (1) the minimum amount required, under the
terms of coverage, to compensate for any damage or loss on a replacement basis,
(2) the outstanding principal balance of such Mortgage Loan, and (3) the maximum
amount of insurance available under the applicable federal flood insurance
program. Each Mortgaged Property located in California or in seismic zones 3 and
4 is covered by seismic insurance to the extent such Mortgaged Property has a
probable maximum loss of greater than twenty percent (20%) of the replacement
value of the related improvements, calculated using methodology acceptable to a
reasonably prudent commercial mortgage lender with respect to similar properties
in the same area or earthquake zone. Each Mortgaged Property located within
Florida or within 25 miles of the coast of North Carolina, South Carolina,
Georgia, Alabama, Mississippi, Louisiana or Texas is insured by windstorm
insurance in an amount at least equal to the lesser of (i) the outstanding
principal balance of the related Mortgage Loan and (ii) 100% of the insurable
replacement cost of the improvements located on such Mortgaged Property (less
physical depreciation). All such hazard and flood insurance policies contain a
standard mortgagee clause for the benefit of the holder of the related Mortgage,
its successors and assigns, as mortgagee, and are not terminable (nor may the
amount of coverage provided thereunder be reduced) without at least ten (10)
days' prior written notice to the mortgagee; and no such notice has been
received, including any notice of nonpayment of premiums, that has not been
cured. Additionally, for any Mortgage Loan having a Cut-off Date Balance equal
to or greater than $20,000,000, the insurer for all of the required coverages
set forth herein has a claims paying ability or financial strength rating from
S&P or Xxxxx'x of not less than A-minus (or the equivalent), or from A.M. Best
Company of not less than "A-minus: V" (or the equivalent) and, if rated by
Fitch, of not less than "A-" from Fitch (or the equivalent). With respect to
each Mortgage Loan, the related Mortgage Loan documents require that the related
Mortgagor or a tenant of such Mortgagor maintain insurance as described above or
permit the related mortgagee to require insurance as described above. Except
under circumstances that would be reasonably acceptable to a prudent commercial
mortgage lender or that would not otherwise materially and adversely affect the
security intended to be provided by the related Mortgage, the Mortgage Loan
documents for each Mortgage Loan provide that proceeds paid under any such
casualty
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insurance policy will (or, at the lender's option, will) be applied either to
the repair or restoration of all or part of the related Mortgaged Property or to
the payment of amounts due under such Mortgage Loan; provided that the related
Mortgage Loan documents may entitle the related Mortgagor to any portion of such
proceeds remaining after the repair or restoration of the related Mortgaged
Property or payment of amounts due under the Mortgage Loan; and provided,
further, that, if the related Mortgagor holds a leasehold interest in the
related Mortgaged Property, the application of such proceeds will be subject to
the terms of the related Ground Lease (as defined in representation 18 below).
Each Mortgaged Property is insured by an "all-risk" casualty insurance
policy that does not contain an express exclusion for (or, alternatively, is
covered by a separate policy that insures against property damage resulting
from) acts of terrorism.
15. Taxes and Assessments. There are no delinquent property taxes or
assessments or other outstanding charges affecting any Mortgaged Property
securing a Mortgage Loan that are a lien of priority equal to or higher than the
lien of the related Mortgage and that have not been paid or are not otherwise
covered by an escrow of funds sufficient to pay such 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"),
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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 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
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Mortgagor, unless the mortgagee under such Mortgage Loan fails to cure a
default of the lessee that is susceptible to cure by the mortgagee under
such Ground Lease following notice thereof from the lessor;
(ix) under the terms of such Ground Lease and the related Mortgage or
related Mortgage Loan documents, taken together, any related casualty
insurance proceeds (other than de minimis amounts for minor casualties)
with respect to the leasehold interest will be applied either (i) to the
repair or restoration of all or part of the related Mortgaged Property,
with the mortgagee or a trustee appointed by it having the right to hold
and disburse such proceeds as the repair or restoration progresses (except
in such cases where a provision entitling another party to hold and
disburse such proceeds would not be viewed as commercially unreasonable by
a prudent commercial mortgage lender), or (ii) to the payment of the
outstanding principal balance of the Mortgage Loan together with any
accrued interest thereon;
(x) such Ground Lease does not impose any restrictions on subletting
which would be viewed as commercially unreasonable by a prudent commercial
mortgage 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
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amount required by such Mortgage Loan, except for interest accruing from the
date of origination of such Mortgage Loan or the date of disbursement of the
Mortgage Loan proceeds, whichever is later, to the date which preceded by 30
days the first due date under the related Mortgage Note.
21. No Equity Interest, Equity Participation or Contingent Interest.
No Mortgage Loan contains any equity participation by the mortgagee thereunder,
is convertible by its terms into an equity ownership interest in the related
Mortgaged Property or the related Mortgagor, provides for any contingent or
additional interest in the form of participation in the cash flow of the related
Mortgaged Property, or provides for the negative amortization of interest,
except that, in the case of an ARD Loan, such Mortgage Loan provides that,
during the period commencing on or about the related Anticipated Repayment Date
and continuing until such Mortgage Loan is paid in full, (a) additional interest
shall accrue and may be compounded monthly and shall be payable only after the
outstanding principal of such Mortgage Loan is paid in full, and (b) a portion
of the cash flow generated by such Mortgaged Property will be applied each month
to pay down the principal balance thereof in addition to the principal portion
of the related monthly payment.
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
I-11
law could give rise to any such lien that would be prior or equal to the lien of
the related Mortgage and that is not bonded or escrowed for or covered by title
insurance.
25. Compliance. Each Mortgage Loan complied with, or was exempt from,
all applicable usury laws in effect at its date of origination.
26. Licenses and Permits. To the Seller's knowledge, as of the date of
origination of each Mortgage Loan and based on any of: (i) a letter from
governmental authorities, (ii) a legal opinion, (iii) an endorsement to the
related Title Policy, (iv) a representation of the related Mortgagor at the time
of origination of such Mortgage Loan, (v) a zoning report from a zoning
consultant, or (vi) other due diligence that a commercially reasonable
originator of similar mortgage loans in the jurisdiction where the related
Mortgaged Property is located customarily performs in the origination of
comparable mortgage loans, the related Mortgagor was in possession of all
material licenses, permits and franchises required by applicable law for the
ownership and operation of the related Mortgaged Property as it was then
operated or such material licenses, permits and franchises have otherwise been
issued.
27. Cross-Collateralization. No Mortgage Loan is cross-collateralized
with any loan which is outside the Mortgage Pool. With respect to any group of
cross-collateralized 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
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facilitating the disposition of a Mortgaged Property and are not part of an
arrangement to collateralize a REMIC offering with obligations that are not real
estate mortgages.
30. Defeasance and Assumption Costs. If any Mortgage Loan permits
defeasance, then the related Mortgage Loan documents provide that the related
Mortgagor is responsible for the payment of all reasonable costs and expenses
associated with defeasance incurred by the related mortgagee, including Rating
Agency fees. If any Mortgage Loan permits assumptions, then the related Mortgage
Loan documents provide that the related Mortgagor is responsible for all
reasonable costs and expenses associated with an assumption incurred by the
related mortgagee.
31. Fixed Rate Loans. Each Mortgage Loan bears interest at a rate that
remains fixed throughout the remaining term of such Mortgage Loan, except in the
case of an ARD Loan after its Anticipated Repayment Date and except for the
imposition of a default rate.
32. Inspection. The Seller or an affiliate thereof inspected, or
caused the inspection of, the related Mortgaged Property within the preceding
twelve (12) months.
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
I-13
business unrelated to such Mortgaged Property or Properties, and whose
organizational documents further provide, or which entity represented in the
related Mortgage Loan documents, substantially to the effect that it does not
have any material assets other than those related to its interest in and
operation of such Mortgaged Property or Properties, or any indebtedness other
than as permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person, that it holds itself out as a legal entity (separate and
apart from any other person), that it will not guarantee or assume the debts of
any other person, that it will not commingle assets with affiliates, and that it
will not transact business with affiliates (except to the extent required by any
cash management provisions of the related Mortgage Loan documents) except on an
arm's-length basis.
36. Whole Loan. Each Mortgage Loan is a whole loan and not a
participation interest in a mortgage loan.
37. Tax Parcels. Each Mortgaged Property constitutes one or more
complete separate tax lots or is subject to an endorsement under the related
Title Policy insuring same, or in certain instances an application has been made
to the applicable governing authority for creation of separate tax lots, which
shall be effective for the next tax year.
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 (or, in the case of the Westchester Trust Mortgage Loan, in
favor of the MLMT Series
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2005-MCP1 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 (or, in the case of the Westchester
Trust Mortgage Loan, in favor of the MLMT Series 2005-MCP1 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).
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
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received and, to the extent of any remaining balances of such escrow deposits,
are in the possession or under the control of Seller or its agents (which shall
include the Master Servicer). All such escrow deposits are being conveyed
hereunder to the Purchaser. Any and all material requirements under each
Mortgage Loan as to completion of any improvements and as to disbursement of any
funds escrowed for such purpose, which requirements were to have been complied
with on or before the date hereof, have been complied with in all material
respects or, if and to the extent not so complied with, the escrowed funds (or
an allocable portion thereof) have not been released except in accordance with
the terms of the related loan documents.
47. Operating Statements. In the case of each Mortgage Loan, the
related Mortgage or another Mortgage Loan document requires the related
Mortgagor, in some cases at the request of the lender, to provide the holder of
such Mortgage Loan with at least quarterly operating statements and rent rolls
(if there is more than one tenant) for the related Mortgaged Property and annual
financial statements of the related Mortgagor, and with such other information
as may be required therein.
48. Grace Period. With respect to each Mortgage Loan, the related
Mortgage, Mortgage Note or loan agreement provides a grace period for delinquent
monthly payments no longer than fifteen (15) days from the applicable Due Date
or five (5) days from notice to the related Mortgagor of the default.
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,
I-16
and whose compensation is not affected by the approval or disapproval of the
Mortgage Loan; the appraisal, or a letter from the appraiser, states that such
appraisal satisfies the requirements of the "Uniform Standards of Professional
Appraisal Practice" as adopted by the Appraisal Standards Board of the Appraisal
Foundation, all as in effect on the date the Mortgage Loan was originated.
53. Origination of the Mortgage Loans. The Seller originated all of
the Mortgage Loans.
I-17
ANNEX A (TO SCHEDULE I)
EXCEPTIONS TO THE REPRESENTATIONS AND WARRANTIES
Representation #2 - Ownership of the Mortgage Loans
--------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
4 The Westchester The Mortgage Loan that will be
included in the trust is, together
with another mortgage loan with which
it is pari passu in right of payment,
a senior loan in a multiple loan
structure comprised of multiple
mortgage loans, all of which (whether
or not included in the trust) are
secured by the same mortgage
instrument and are cross-defaulted.
--------------------------------------------------------------------------------
Representation #4 - Lien; Valid Assignment
--------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
4 The Westchester The Mortgage Loan that will be
included in the trust is, together
with another mortgage loan with which
it is pari passu in right of payment,
a senior loan in a multiple loan
structure comprised of multiple
mortgage loans, all of which (whether
or not included in the trust) are
secured by the same mortgage
instrument and are cross-defaulted.
--------------------------------------------------------------------------------
6 and 7 Residence Inn Hotel An affiliate of Marriott
Portfolio 1 and Residence International, Inc. serves as manager
Inn Hotel Portfolio 2 of the mortgaged real property and,
pursuant to the applicable management
agreements, maintains escrow reserve
accounts for payment of taxes and
insurance, and for replacement of
furniture, fixtures and equipment. The
mortgagee does not have a security
interest in these escrow accounts held
by the manager.
--------------------------------------------------------------------------------
Representation #5 - Assignment of Leases and Rents
--------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
4 The Westchester The Mortgage Loan that will be
included in the trust is, together
with another mortgage loan with which
it is pari passu in right of payment,
a senior loan in a multiple loan
structure comprised of multiple
mortgage loans, all of which (whether
or not included in the trust) are
secured by the same mortgage
instrument and are cross-defaulted.
In each case, the security interest
created by the related Mortgage and
any separate security instrument are
for the benefit of the holder of the
senior Mortgage Loan that will be
included in the trust and the holders
of the other mortgage loan(s) in the
related multiple note structure, which
will not be included in the trust.
In each case, the security interest
created by any assignment of leases
(whether as a separate document or as
part of the related Mortgages) is for
the benefit of the holders of the
senior Mortgage Loan that will be
included in the trust and the holders
of the other mortgage loan(s) in the
related multiple note structure, which
will not be included in the trust.
--------------------------------------------------------------------------------
Representation #7 - Condition of Property; Condemnation
--------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
34 Lake Shore Plaza Two free-standing one-story buildings
leased to a fast food restaurant and a
bank, respectively, encroach into the
building setback lines. Per the report
prepared by The Planning and Zoning
Resource Corporation, the mortgaged
property was developed prior to the
current zoning regulations and is
considered "grandfathered" and legally
non-conforming. The borrower was
required to obtain law and ordinance
insurance coverage in an amount up to
$2,500,000.
--------------------------------------------------------------------------------
6 Residence Inn Hotel As to the Residence Inn - Tyler, TX
Portfolio 1 property, three buildings encroach
onto
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
the building setback area (such
encroachments range from 4' to 17.2').
An official with the zoning authority
of Tyler, Texas has advised that the
encroachments will not result in any
enforcement action.
--------------------------------------------------------------------------------
Residence Inn Hotel As to the Residence Inn - Wilmington,
Portfolio 2 DE property, several buildings
encroach onto the building setback
area. The Mortgage Loan documents
include specific representations of
Mortgagor that parking and zoning
(including building setbacks) at the
Mortgaged Property is sufficient to
satisfy all applicable legal
requirements, or that the applicable
Mortgagor has the capability to and
will restripe the parking areas and
fix any zoning violations at such
Mortgaged Property in conformance with
all applicable legal requirements if
requested or required by any
governmental authority to comply with
such legal requirements.
--------------------------------------------------------------------------------
18 U-Haul Self Storage As of the Closing Date, the Seller has
Portfolio II (U-Haul not received notice and has no
Center Xxxxxx Street) knowledge of any proceeding pending
for the condemnation of all or any
material portion of the Mortgaged
Property securing any Mortgage Loan,
except for property located at 000
Xxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxx
Xxxxxxxx (#782057) (the "Property"),
where the County of Durham, North
Carolina (the "County") is attempting
to take the entire Property for the
construction of a courthouse and has
offered Borrower $1,000,000 in
connection therewith. According to the
letter from the County of Durham
Engineering Department, dated January
18, 2005, there was an authorized
final offer of $1,912,500 for the
property. Amerco has rejected that
offer and the firm representing Amerco
has obtained a preliminary appraisal
of $3,122,000. No condemnation
proceedings have been filed.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
00 Xxxxxx Xxxx Apartments One free-standing building encroaches
into the building setback lines.
According to the report prepared by
The Planning and Zoning Resource
Corporation, the mortgaged property
was developed prior to the current
zoning regulations and is considered
"grandfathered" and legally
non-conforming. The borrower was
required to obtain law and ordinance
insurance coverage and it is
understood that such amount covers the
value of the encroaching building.
--------------------------------------------------------------------------------
Representation #8 - Title Insurance
--------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
4 The Westchester The Mortgage Loan that will be
included in the trust is, together
with another mortgage loan with which
it is pari passu in right of payment,
a senior loan in a multiple loan
structure comprised of multiple
mortgage loans, all of which (whether
or not included in the trust) are
secured by the same mortgage
instrument and are cross-defaulted.
Only the right, title and interest of
the Seller in the senior Mortgage Loan
identified on the mortgage loan
schedule is being conveyed to the
Purchaser.
--------------------------------------------------------------------------------
6 and 7 Residence Inn Hotel An affiliate of Marriott
Portfolio 1 and Residence International, Inc. serves as manager
Inn Hotel Portfolio 2 of the mortgaged real property and,
pursuant to the applicable management
agreements, maintains escrow reserve
accounts for payment of taxes and
insurance, and for replacement of
furniture, fixtures and equipment. The
mortgagee does not have a security
interest in these escrow accounts held
by the manager.
--------------------------------------------------------------------------------
Representation #9 - No Holdback
--------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
36 and 41 Hilton Garden Inn- A reserve in the amount of
Norwalk and Hilton Garden ($382,325.83) is being held by the
lender from the
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Inn-Xxxxxxx proceeds of the Hilton Garden Inn -
Norwalk loan with respect to both of
these loans (cross-collateralized)
pursuant to an Undertaking, Escrow and
Indemnity Agreement executed by each
borrower and Xxxxx Xxxxxx, a principal
of each of these related borrowers, in
favor of the lender. There is a
judgment and writ of execution against
Xxxxx Xxxxxx in the amount of
$305,860.66 and the reserve represents
125% of such amount, to be held until
the judgment is released or satisfied
or to be used by the lender to satisfy
such judgment in the event attempts
are made to enforce same against Xxxxx
Xxxxxx.
--------------------------------------------------------------------------------
Representation #10 - Mortgage Provisions
--------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
42, 16 and Michael's Aurora Plaza, The loan documents provide that the
23 Shoppes at the Xxxxxxx, borrower shall only be obligated to
Highlands Ranch Village purchase as much terrorism insurance
Center coverage as is available at a rate not
to exceed two times the cost as of the
date hereof of a separate insurance
policy providing such coverage
--------------------------------------------------------------------------------
6 and 7 Residence Inn Hotel The Mortgage Loan documents require
Portfolio 1 and Residence the Mortgagors to maintain insurance
Inn Hotel Portfolio 2 coverage for acts of terrorism,
however, the Mortgage Loan documents
also specify that so long as Marriott
International, Inc. or any affiliate
thereof ("Marriott") is managing the
Mortgaged Property, the related
Mortgagors are participating in
Marriott's insurance programs in
accordance with the applicable
management agreements and no default
is continuing under any such
management agreement beyond applicable
notice and cure periods, the insurance
provisions set forth in the Marriott
management agreements shall control
and
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
govern any inconsistent provisions in
the Mortgage Loan documents. The
Marriott management agreements require
terrorism insurance to be maintained
(if excluded under the casualty
insurance maintained pursuant to the
management agreements) as available
under the Terrorism Risk Insurance Act
(as the same may be amended or
replaced) or if such Act is no longer
available to the extent such coverage
is available at commercially
reasonable terms.
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5 E Walk on the New 42nd The Mortgagor shall maintain insurance
Street coverage for loss or damage resulting
from acts of terrorism with coverage
amounts of not less than the full
amount of the Mortgage Loan, to the
extent the insurance premiums for such
terrorism insurance coverage do not
exceed 250% of Mortgagor's annual
premiums (as adjusted to reflect any
increase in the consumer price index
(as reasonably determined by
Mortgagee) since the date of
origination) for such coverage payable
in connection with such terrorism
insurance in place as of the date of
origination, provided that, Mortgagor
shall not be required to obtain such
coverage in an amount in excess of the
full amount of the Mortgage Loan. In
the event that Mortgagor is unable to
procure the aforementioned required
terrorism insurance as a result of an
increase in such insurance premiums to
an amount greater than 250% (as
adjusted to reflect any increase in
the consumer price index (as
reasonably determined by Mortgagee)
since the date of origination), of
Mortgagor's annual premiums for such
coverage payable in connection with
such terrorism insurance in place as
of the date of origination, then
Mortgagor shall be required to procure
the highest limits of liability
available for premiums equal to the
greater of (i) 250% of Mortgagor's
annual terrorism insurance premiums
(as adjusted to reflect any increase
in the
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consumer price index (as reasonably
determined by Mortgagee) since the
date of origination) for such coverage
payable in connection with such
terrorism insurance in place as of the
date of origination, or (ii) $0.25 per
$100 of the insurable value of the
Mortgaged Property as of the date of
origination; provided that at no time
shall Mortgagor be obligated to
maintain terrorism insurance coverage
in excess of the full amount of the
Mortgage Loan.
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Representation #12 - Environmental Conditions
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Loan Number Loan Name Description of Exception
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5 E Walk on the New 42nd Mortgagor covenanted to comply with
Street environmental laws in all material
respects, except where the failure to
do so is not reasonably likely to have
a Material Adverse Effect (as defined
in the Mortgage).
Subject to the non-recourse provisions
of the Mortgage, Mortgagor shall
protect, indemnify, save, defend, and
hold harmless Mortgagee and all
officers, directors, stockholders,
partners, employees, agents,
successors and assigns thereof
(collectively, the "Indemnified
Environmental Parties") from and
against any and all liability, loss,
damage, actions, causes of action,
costs or expenses whatsoever
(including reasonable attorneys' fees
and expenses) and any and all claims,
suits and judgments which any
Indemnified Environmental Party may
suffer, as a result of or with respect
to: (a) any Environmental Claim (as
defined in the Mortgage) relating to
or arising from the Mortgaged
Property; (b) the violation of any
Environmental Law (as defined in the
Mortgage) in connection with the
Mortgaged Property; (c) any release,
spill, or the presence of any
Hazardous
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Substances (as defined in the
Mortgage) on the Mortgaged Property;
and (d) the presence on, or the
release from, the Mortgaged Property
of any Hazardous Substances, whether
or not such condition was known or
unknown to Mortgagor provided that, in
each case, Mortgagor shall be relieved
of its obligation under this
subsection if any of the matters
referred to in clauses (a) through (d)
above did not occur (but need not have
been discovered) prior to (1) the
foreclosure of the Mortgage with
respect to the Mortgaged Property or
otherwise taking title to the
Mortgaged Property, (2) the delivery
by Mortgagor to Mortgagee of a
deed-in-lieu of foreclosure with
respect to such property, or (3)
Mortgagee's taking possession and
control of the Mortgaged Property
after the occurrence of an event of
default under the Mortgage Loan
Documents. Mortgagor shall have no
obligation to indemnify an Indemnified
Environmental Party for damage or loss
resulting (i) from such Indemnified
Environmental Party's negligence or
misconduct or (ii) any other
Indemnified Environmental Party's
negligence or misconduct.
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Representation #14 - Insurance
--------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
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42, 16 and Michael's Aurora Plaza, The loan documents provide that the
23 Shoppes at the Xxxxxxx, borrower shall only be obligated to
Highlands Ranch Village purchase as much terrorism insurance
Center coverage as is available at a rate not
to exceed two times the cost as of the
date hereof of a separate insurance
policy providing such coverage
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119 Walgreen's-Longmont The Mortgage Loan documents provide
that Walgreens & Co. may self-insure
with respect to the related Mortgage
Property provided certain conditions
set forth in the Mortgage are met.
Walgreens
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is in fact self-insuring with respect
to this property therefore, a separate
policy of terrorism insurance was not
required.
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3 Financial Square With respect to Flood Insurance, the
amount of coverage shall not be less
than (1) outstanding principal balance
of the Mortgage Loan and (2) the
maximum amount of insurance available
under the applicable National Flood
Insurance Administration Program.
The borrower shall maintain insurance
against "acts of terrorism" or other
similar acts or events, if
commercially available and if being
maintained by prudent owners of real
estate comparable to the property,
provided; however, the borrower shall
not be obligated to spend more than an
amount equal to 200% of the cost of
the comprehensive all risk insurance
and business income policies on the
Closing Date.
All insurance provided for in loan
agreement shall be obtained under
valid and enforceable policies
(collectively, the "Policies" or, in
the singular, the "Policy"), and shall
be subject to the reasonable approval
of the lender as to insurance
companies, amounts, deductibles, loss
payees and insureds; provided,
however, that the lender hereby agrees
that subject to the prior reasonable
approval of the lender (which approval
(a) shall take into consideration the
standard then allowable by the rating
agencies and (b) at the lender's
reasonable discretion, shall be
conditioned upon confirmation from the
applicable rating agencies that it
will not cause a downgrade, withdrawal
or qualification of the then current
rating of the securities or any class
thereof), the borrower may satisfy its
obligations set forth above in this
sentence by providing such coverage
that is commercially available and is
generally being maintained by prudent
owners of real estate comparable to
the property (i.e.,
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"Class A" office buildings located in
lower Manhattan that are subject to
securitized debt) (or such lesser
standard as may hereinafter be
allowable by the rating agencies for
properties comparable to the property
as determined by the lender in its
reasonable discretion). The Policies
shall be issued by financially sound
and responsible insurance companies
authorized to do business in the state
or that are eligible excess, or
surplus, lines insurers in the state
and having a claims paying ability
rating of "AA" or better (and the
equivalent thereof) by at least two
(2) of the rating agencies rating the
securities (one of which shall be S&P
if they are rating the securities and
one of which will be Moody's if they
are rating the securities), or if only
one rating agency is rating the
securities, then only by such rating
agency, or by a syndicate of insurers
through which at least 75% of the
coverage (if there are four (4) or
fewer members of the syndicate) or at
least 60% of the coverage (if there
are 5 or more members of the
syndicate) is with carriers having
such claims - paying ability ratings
(or such lesser standard as may
hereafter be allowable by the rating
agencies for properties comparable to
the property as determined by the
lender in its reasonable discretion);
provided that the terrorism coverage
may be provided by insurance companies
having a claims paying ability rating
of "A-" or better (or the equivalent
thereof) from the applicable rating
agency or rating agencies (or such
lesser standard as may hereafter be
allowable by the rating agencies for
properties comparable to the property
as determined by the lender in its
reasonable discretion). Of the $600
million physical damage coverage, only
$575 million is rated A- or better by
S&P, and the remaining $25 million is
rated BBB.
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With regard to liability coverage, of
the $152 million limit, $112.5 million
is provided by insurers rated A+ or
better by S&P, $25 million is provided
by insurers rated BBB by S&P and $12.5
million is not rated by S&P, but is
rated A+ XIV by A.M. Best. Sixty
percent of insurers must be rated A or
better by S&P with non less than BBB,
except Newmarket Underwriters, who
supply excess liability coverage in
the amount of $25 million in excess of
$50 million of a total limit of $150
million.
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00 Xxxxxxxxxx Xxxx Center With respect to Flood Insurance, the
amount of coverage shall not be less
than (1) outstanding principal balance
of the Mortgage Loan and (2) the
maximum amount of insurance available
under the applicable National Flood
Insurance Administration Program.
If all-risk insurance policy contains
an exclusion for terrorism coverage,
the borrower must maintain terrorism
insurance, provided it is (1)
commercially available and (2) can be
obtained at a commercially reasonable
price.
The following are the required
ratings, pursuant to the loan
agreement: (i) the borrower will
maintain the worker's compensation,
motor vehicle and earthquake insurance
coverage pursuant to policies issued
by either (A) one or more financially
sound and responsible insurance
companies authorized to do business in
the state in which the property is
located and having a claims paying
ability rating of "A" or better by S&P
or (B) a syndicate of insurers through
which (1) at least 50% of claims
coverage shall be with one or more
carriers having a
claims-paying-ability rating by A.M.
Best of "A-X" or better, (2) subject
to the requirement set forth in the
insurance provisions of the loan
agreement, at least 90% of claims
coverage (inclusive of the coverage
provided by carriers described in
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--------------------------------------------------------------------------------
(1) above) shall be with one or more
carriers having a claims paying
ability rating by A.M. Best of
"A-VIII" or better, (3) the balance of
the coverage not to exceed 10% of
claims coverage is with one or more
carriers having a claims paying
ability rating by A.M. Best of "A-VII"
or better and (4) provided, further,
with regard to any insurance carrier
which has a claims-paying-ability
rating by A.M. Best of less than "A-X"
such carrier may not represent more
than 5% of the total earthquake
insurance.
(ii) the borrower will maintain the
general liability insurance coverage
with either (A) one or more other
domestic primary insurers having or a
syndicate of insurers through which at
least 60% of the coverage is with
carriers having a
claims-paying-ability rating by S&P
not lower than "A", at least 75% of
the coverage (including, for the
purposes of such calculation, the
carriers which are rated not lower
than "A") is with carriers having a
claims-paying-ability rating by S&P
not lower than "BBB" or (B) one or
more carriers having a claims paying
ability rating by A.M. Best of "A/X"
or better.
(iii) Except as set forth in clauses
(ii) and (iii) above, the borrower
will maintain (1) the insurance
coverage described in the insurance
provisions of the loan agreement with
either (A) one or more financially
sound and responsible insurance
companies authorized to do business in
the state in which the property is
located and having a
claims-paying-ability rating by S&P
not lower than "A" or (B) a syndicate
of insurers through which at least 75%
of the coverage (if there are 4 or
fewer members of the syndicate) or at
least 60% of the coverage (if there
are 5 or more members of the
syndicate) is with carriers having a
claims-paying-ability rating by S&P
not lower
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--------------------------------------------------------------------------------
than "A" and the balance of the
coverage is, in each case, with
insurers having a
claims-paying-ability rating by S&P of
not lower than "BBB", provided that in
each case, the first loss risk is
borne by the carriers having a
claims-paying-rating by S&P of not
lower than "A", and (2) the flood
hazard insurance coverage described in
the loan agreement with any insurance
company authorized by the United
States government to issue such
insurance provided such flood hazard
insurance is reinsured by the United
States government.
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0 Xxxxxxxxx Xxxxxx Mall With respect to Flood Insurance, the
amount of coverage shall not be less
than (1) outstanding principal balance
of the Mortgage Loan and (2) the
maximum amount of insurance available
under the applicable National Flood
Insurance Administration Program.
If all-risk insurance policy contains
an exclusion for terrorism coverage,
the borrower must maintain terrorism
insurance, provided it is (1)
commercially available and (2) can be
obtained at a commercially reasonable
price. The following are the required
ratings, pursuant to the loan
agreement: (i) the borrower will
maintain the earthquake insurance,
worker's compensation and motor
vehicle insurance coverage pursuant to
policies issued by either (a) one or
more financially sound and responsible
insurance companies authorized to do
business in the state in which the
property is located and having a
claims paying ability rating of "A" or
better by S&P or (b) a syndicate of
insurers through which (i) at least
50% of claims coverage shall be with
one or more carriers having a
claims-paying-ability rating by A.M.
Best of "A-X" or better, (ii) subject
to the requirement set forth in the
insurance provisions of the loan
agreement, at least 90% of claims
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coverage (inclusive of the coverage
provided by carriers described in (i)
above) shall be with one or more
carriers having a claims paying
ability rating by A.M. Best of
"A-VIII" or better, (iii) the balance
of the coverage not to exceed 10% of
claims coverage is with one or more
carriers having a claims paying
ability rating by A.M. Best of "A-VII"
or better and (iv) provided, further,
with regard to any insurance carrier
which has a claims-paying-ability
rating by A.M. Best of less than "A-X"
such carrier may not represent more
than 5% of the total earthquake
insurance.
(ii) the borrower will maintain the
commercial general liability coverage
with either one or more other domestic
primary insurers (A) having or a
syndicate of insurers through which at
least 60% of the coverage is with
carriers having a
claims-paying-ability rating by S&P
not lower than "A", at least 75% of
the coverage (including, for the
purposes of such calculation, the
carriers which are rated not lower
than "A") is with carriers having a
claims-paying-ability rating by S&P
not lower than "BBB" or (B) with one
or more carriers having a claims
paying ability rating by A.M. Best of
"A/X" or better.
(iii) Except as set forth in clauses 1
and 2 above, the borrower will
maintain (1) the insurance coverage
described in the insurance provisions
of the loan agreement with either (A)
one or more financially sound and
responsible insurance companies
authorized to do business in the state
in which the property is located and
having a claims-paying-ability rating
by S&P not lower than "A" or (B) a
syndicate of insurers through which at
least 75% of the coverage (if there
are 4 or fewer members of the
syndicate) or at least 60% of the
coverage (if there are 5 or more
members of the
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
syndicate) is with carriers having a
claims-paying-ability rating by S&P
not lower than "A" and the balance of
the coverage is, in each case, with
insurers having a
claims-paying-ability rating by S&P of
not lower than "BBB", provided that in
each case, the first loss risk is
borne by the carriers having a
claims-paying-rating by S&P of not
lower than "A" and (2) the flood
hazard insurance coverage described in
the insurance provisions of the loan
agreement with any insurance company
authorized by the United States
government to issue such insurance
provide.
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5 E Walk on the New 42nd If any improvement on the Mortgaged
Street Property is located within an area
designated as "flood zone" or a
"special flood hazard area" (as
defined under the regulations adopted
under the National Flood Insurance Act
of 1968 and the Flood Disaster
Protection Act of 1973), Mortgagor
shall maintain flood insurance, if
available, in an amount equal to the
lesser of the full amount of the
Mortgage Loan and the maximum limit of
coverage available with respect to the
Mortgaged Property, reasonably
acceptable to Mortgagee but in no
event greater than replacement cost,
provided, however, that if flood
insurance shall be unavailable from
private carriers at commercially
reasonable premiums, flood insurance
may provided by the federal or state
government, if available.
Mortgagor shall maintain insurance
coverage for loss or damage resulting
from acts of terrorism with coverage
amounts of not less than the full
amount of the Mortgage Loan, to the
extent the insurance premiums for such
terrorism insurance coverage do not
exceed 250% of Mortgagor's annual
premiums (as adjusted to reflect any
increase in the consumer price index
(as reasonably determined by
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Mortgagee) since the date of
origination) for such coverage payable
in connection with such terrorism
insurance in place as of the date of
origination, provided that, Mortgagor
shall not be required to obtain such
coverage in an amount in excess of the
full amount of the Mortgage Loan. In
the event that Mortgagor is unable to
procure the aforementioned required
terrorism insurance as a result of an
increase in such insurance premiums to
an amount greater than 250% (as
adjusted to reflect any increase in
the consumer price index (as
reasonably determined by Mortgagee)
since the date of origination), of
Mortgagor's annual premiums for such
coverage payable in connection with
such terrorism insurance in place as
of the date of origination, then
Mortgagor shall be required to procure
the highest limits of liability
available for premiums equal to the
greater of (i) 250% of Mortgagor's
annual terrorism insurance premiums
(as adjusted to reflect any increase
in the consumer price index (as
reasonably determined by Mortgagee)
since the date of origination) for
such coverage payable in connection
with such terrorism insurance in place
as of the date of origination, or (ii)
$0.25 per $100 of the insurable value
of the Mortgaged Property as of the
date of origination; provided that at
no time shall Mortgagor be obligated
to maintain terrorism insurance
coverage in excess of the full amount
of the Mortgage Loan.
The Mortgage Loan documents provide
that, in the event of any conflict
between the terms of the ground lease
and terms of the Mortgage Loan
documents with respect to the
disposition and/or application of
condemnation or casualty proceeds, the
terms of the ground lease shall
govern, which ground lease provides,
among other things, that loss under
all insurance policies required
thereunder for
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
fire or other casualty shall be
payable to a depositary (which may be
Mortgagee in the event that certain
conditions are satisfied).
--------------------------------------------------------------------------------
6 and 7 Residence Inn Hotel The Mortgage Loan documents specify
Portfolio 1 and Residence that so long as Marriott
Inn Hotel Portfolio 2 International, Inc. or any affiliate
thereof ("Marriott") is managing the
Mortgaged Property, the related
Mortgagors are participating in
Marriott's insurance programs in
accordance with the applicable
management agreements and no default
is continuing under any such
management agreement beyond applicable
notice and cure periods, the insurance
provisions set forth in the Marriott
management agreements shall control
and govern any inconsistent provisions
in the Mortgage Loan documents. The
management agreements provide that
Marriott, in its discretion and
provided certain other conditions are
satisfied, may maintain the specified
insurance on behalf of the related
Mortgagors.
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Representation #17 - Local Law Compliance
--------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
7 Residence Inn Hotel As to the Residence Inn - Sacramento,
Portfolio 2 CA property, the site is nonconforming
as to parking (site is six parking
spaces short of the requirement). The
Mortgage Loan documents include
specific representations of Mortgagor
that parking at the Mortgaged Property
is sufficient to satisfy all
applicable legal requirements, or that
the applicable Mortgagor has the
capability to and will restripe the
parking areas at such Mortgaged
Property in conformance with all
applicable legal requirements if
requested or required by any
governmental authority to comply with
such legal requirements
As to the Residence Inn - Wilmington,
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DE property, the site is nonconforming
as to setbacks (several buildings
encroach onto the building setback
area). The Mortgage Loan documents
include specific representations of
Mortgagor that parking and zoning
(including building setbacks) at the
Mortgaged Property is sufficient to
satisfy all applicable legal
requirements, or that the applicable
Mortgagor has the capability to and
will restripe the parking areas and
fix any zoning violations at such
Mortgaged Property in conformance with
all applicable legal requirements if
requested or required by any
governmental authority to comply with
such legal requirements. In addition,
law and ordinance insurance coverage
has been obtained with respect to this
site.
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14 U-Haul Self Storage As to the property located in Tulsa,
Portfolio III (504 East OK at 000 Xxxx Xxxxxx Xxxxxx, it is
Xxxxxx) nonconforming with respect to the
following: north front setback is
encroached by 50 feet, west front
setback is encroached by 50 feet
(there is an inquiry into The Planning
and Zoning Resource Corporation with
respect to same). A variance is needed
for the existing building setbacks.
The property is conforming as to use,
height, building site area
requirements, density and parking.
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5 E Walk on the New 42nd As of the date of origination of the
Street Mortgage Loan, there were number of
outstanding violations of local
ordinances reflected of record
relating to the Mortgaged Property.
Mortgagor provided the following
representation and warranty in the
Mortgage:
"Mortgagor represents and warrants
that, as of the date of origination of
the Mortgage Loan, it has not received
notice of any material violation of
any Legal Requirement (as defined in
the Mortgage) as to which the
underlying condition
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--------------------------------------------------------------------------------
remains outstanding."
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Representation #18 - Material Leasehold Estate
--------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
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00 Xxxxxxx Xxxxxxx (ix) Part of the Mortgaged Property is
ground leased and contains parking for
the shopping center, no improvements.
The ground lease does not provide that
any insurance proceeds will be paid to
tenant (borrower) to restore the
property or to pay the Mortgage Loan.
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15 Burlington Town Center (ii) The sub-ground lease is subject
to a ground lease between Security
Capital Corporation and The City of
Burlington, dated June 25, 1993.
(vii) The sub-ground lease expires in
2010, two (2) years prior to the
maturity date of the Mortgage Loan and
there are no renewal options. However,
sublessor has assigned to sublessee
its option to purchase the fee
interest in the ground lease. Under
the loan documents, the sublessee has
the obligation to exercise this option
at any time, but not later than the
effective date of the termination of
the sublease. GGP Limited Partnership
has guaranteed the payment of the
purchase price. Mortgagee may exercise
the option to purchase the fee
interest in the ground lease parcel.
(ix) The sub-ground lease does not
address the use of insurance proceeds
in the event of a casualty.
(x) Subletting is permitted, provided
(1) the subletting is subordinate to
the rights of the sublessor under the
sub-ground lease, (2) any subletting
shall include an assumption by
subtenant of its obligations under the
sublease and (3) sublessee shall
furnish copies of such sublease to
sublessor.
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5 E Walk on the New 42nd (iii) Assignments of Mortgagor's
Street interest under the ground lease are
subject to certain restrictions set
forth therein, which
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include, among other things,
compliance with a background check
process, and satisfaction of certain
financial and experience requirements.
(iv) An estoppel certificate received
from the ground lessor in connection
with the origination of the Mortgage
Loan stated that, as of the date of
such estoppel certificate, the
Mortgagor was not in compliance with
schedule F (the "Display and Signage
Requirements") of the ground lease,
and that the ground lessor reserved
all of its rights under the ground
lease or at law or in equity with
respect to such non-compliance. In
response, Mortgagor provided the
following representations and
warranties in the Mortgage:
(a) "Mortgagor is not in default under
any of the material terms of the
Ground Lease, and to the best of its
knowledge, is not in default under any
other term of the Ground Lease."
(b) "All signage at the Property
(including, without limitation, all
signs erected by all tenants at the
Property) have been approved by the
Ground Lessor under the Ground Lease,
in accordance with the terms of the
Ground Lease."
(ix) The ground lease provides that
the loss under all insurance policies
required thereunder insuring against
fire or other casualty shall be
payable to a depositary (which may be
Mortgagee in the event that certain
conditions are satisfied), except that
amounts of less than $5,000,000 (as
adjusted for inflation) shall be
payable in trust directly to the
tenant under the ground lease for
application to the cost of restoration
in accordance with the terms of the
ground lease, subject to the rights of
any Recognized Leasehold Mortgagee (as
defined in the ground
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--------------------------------------------------------------------------------
lease).
The Mortgage Loan documents provide
that, in the event of any conflict
between the terms of the ground lease
and terms of the Mortgage Loan
documents with respect to the
disposition and/or application of
condemnation or casualty proceeds, the
terms of the ground lease shall
govern, which ground lease provides,
among other things, that loss under
all insurance policies required
thereunder for fire or other casualty
shall be payable to a depositary
(which may be Mortgagee in the event
that certain conditions are
satisfied).
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7 Residence Inn Hotel (i) The Mortgaged Property known as
Portfolio 0 Xxxxxxxxx Xxx - Xxxxxxxxxx, XX is
subject to a ground lease. An estoppel
letter has been obtained from the
ground lessor, but the estoppel letter
has not been recorded in the real
property records.
(ii) The Mortgaged Property known as
Residence Inn - Wilmington, DE is
subject to a ground lease. The fee
interest in the Mortgaged Property is
encumbered by a mortgage for the
benefit of National Life Insurance
Company of Vermont. The policy of
title insurance issued at closing
insuring the Mortgage Loan does not
include the fee mortgage as an
exception to coverage and includes an
endorsement insuring the leasehold
interest in the Mortgaged Property.
(iii) The Mortgaged Property known as
Residence Inn - Wilmington, DE is
subject to a ground lease. Mortgagor
does not have the right to assign its
interest in the ground lease without
the ground lessor's prior written
consent, which shall not be
unreasonably withheld. Consent to
assignment to the lender is addressed
in the ground lessor estoppel
delivered at closing. The ground
lessor further agreed
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in the estoppel to recognize the
lender or its successors and assigns
upon foreclosure, or any subsequent
transferee (as permitted under the
ground lease), provided the mortgagee
or other purchaser assumes all
obligations of lessee under the ground
lease.
(x) The Mortgaged Property known as
Residence Inn - Wilmington, DE is
subject to a ground lease. Mortgagor
does not have the right to sublet its
interest in the ground lease without
the ground lessor's prior written
consent, which shall not be
unreasonably withheld.
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Representation #22 - Legal Proceedings
--------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
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36 and 41 Hilton Garden Inn- A reserve in the amount of
Norwalk and Hilton Garden ($382,325.83) is being held by the
Inn-Xxxxxxx lender from the proceeds of the Hilton
Garden Inn - Norwalk loan with respect
to both of these loans
(cross-collateralized) pursuant to an
Undertaking, Escrow and Indemnity
Agreement executed by each borrower
and Xxxxx Xxxxxx, a principal of each
of these related borrowers, in favor
of the lender. There is a judgment and
writ of execution against Xxxxx Xxxxxx
in the amount of $305,860.66 and the
reserve represents 125% of such
amount, to be held until the judgment
is released or satisfied or to be used
by the lender to satisfy such judgment
in the event attempts are made to
enforce same against Xxxxx Xxxxxx.
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Representation #23 - Other Mortgage Liens
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Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
119, 37, Walgreens-Longmont, While not specifically referring to
120, 86, Coconut Palms I, Vintage rating agency fees, the related
000, 00, Xxxx, Xxxxxx Xxxx Mortgage Loan documents require that
23, 42, 81, Apartments, 15205 the Mortgagor pay the lender's costs
104, 22 and in connection with the
4
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Hawthorne Boulevard, related Mortgagor seeking the lender's
Shoppes at the Xxxxxxx, consent to an encumbrance.
Highlands Ranch Village
Center, Michael's Aurora
Plaza, Desert
Professional Plaza, Rio
Grande Valley Retail
Portfolio, Meridian Place
and The Westchester
--------------------------------------------------------------------------------
4 The Westchester The Mortgage Loan that will be
included in the trust is, together
with another mortgage loan with which
it is pari passu in right of payment,
a senior loan in a multiple loan
structure comprised of multiple
mortgage loans, all of which (whether
or not included in the trust) are
secured by the same mortgage
instrument and are cross-defaulted.
--------------------------------------------------------------------------------
Representation #26 - Licenses and Permits
--------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
34 Lake Shore Plaza All of the certificates of completion
or occupancy where not delivered to
the lender for the closing because
they the related borrower had not
received them from the related
municipality. The borrower executed an
Undertaking and Indemnity Agreement,
which provides that (A) the borrower
will deliver all certificates of
completion or occupancy required for
the legal use, occupancy and operation
of the mortgaged property by December
22, 2005, which deadline may be
extended twice by six months if the
borrower is using best efforts to
obtain such certificates but is not
able to deliver all of them to the
lender by the deadline; and (B) the
borrower was required to deposit a
$25,000 reserve with the lender in
connection with such Undertaking. The
borrower represents and warrants in
the loan agreement that (1) the
mortgaged property, and the use and
operation thereof, comply in all
material respects with all legal
requirements, including building and
zoning regulations and
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
codes; and (2) all certifications,
permits, licenses and approvals,
including all certificates of
completion or occupancy, required for
the legal use, occupancy and operation
of the mortgaged property, have been
obtained and are valid and in full
force and effect.
--------------------------------------------------------------------------------
7 Residence Inn Hotel As to the Residence Inn - Wilmington,
Portfolio 2 DE property, Mortgagor was required to
(b) provide the lender with a copy of
the current and unexpired Food
Establishment Permit for the Mortgaged
Property by June 27, 2005, and (b)
provide the lender with copies of the
current certificates of occupancy for
each building at the Mortgaged
Property by July 17, 2005. So long as
Mortgagor is using commercially
reasonable efforts to complete these
matters, no event of default shall
occur under the Mortgage Loan
documents as a result of Mortgagor's
failure to complete these matters by
the stated deadlines.
--------------------------------------------------------------------------------
116 MacDonald Corporate Current antennae permits for four
Center tenants in the telecommunications
industry were not delivered to the
lender for the closing. The borrower
executed an Undertaking and Indemnity
Agreement, as amended, which provides,
among other things, that the borrower
will deliver the current antennae
permits (or other evidence, acceptable
to the lender, that all such permits
are current and valid) to the lender
by August 12, 2005. The borrower
represents and warrants in the loan
agreement that (1) the mortgaged
property, and the use and operation
thereof, comply in all material
respects with all legal requirements,
including building and zoning
regulations and codes; and (2) all
certifications, permits, licenses and
approvals, including all certificates
of completion or occupancy, required
for the legal use, occupancy and
operation of the mortgaged property,
have been obtained and are valid and
in full force and effect.
--------------------------------------------------------------------------------
Representation #30 - Defeasance and Assumption of Costs
--------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
119, 37, Walgreens-Longmont, While not specifically referring to 120, 86,
Coconut Palms I, Vintage rating agency fees, the related 000, 00, Xxxx, Xxxxxx
Xxxx Mortgage Loan documents require that 23, 42, 81, Apartments, 15205 the
Mortgagor pay the lender's costs 104 and 00 Xxxxxxxxx Xxxxxxxxx, in connection
with a defeasance.
Shoppes at the Xxxxxxx,
Highlands Ranch Village
Center, Michael's Aurora
Plaza, Desert
Professional Plaza, Rio
Grande Valley Retail
Portfolio and Meridian
Place
--------------------------------------------------------------------------------
00 Xxxxxxxx Xxxxx The Deed of Trust imposes a cap on the
first assumption fee of $50,000 and
cap on the costs and expenses
associated with the first assumption
of $5,000.
--------------------------------------------------------------------------------
Representation #34 - Due-on-Sale
--------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
5 E Walk on the New 42nd In addition, transfers which result in
Street a greater than 49% change in ownership
interest of Mortgagor or its managing
member (or the managing member
thereof) to certain specified
"permitted owners" are permitted
without Mortgagee's prior written
consent.
--------------------------------------------------------------------------------
4 The Westchester The loan documents permit the property
or direct or indirect interests to be
sold to a Permitted Owner (defined as
certain institutions that have
specified net worth tests and other
requirements).
--------------------------------------------------------------------------------
6 and 7 Residence Inn Hotel Transfers of less than 49% of the
Portfolio 1 and Residence equity interests in Mortgagor are
Inn Hotel Portfolio 2 permitted. Provided that no event of
default has occurred and is
continuing, transfers of more than 49%
of the equity interests in Mortgagor
are permitted upon satisfaction of
certain specified conditions and so
long as (a) prior to any secondary
market transaction, the lender shall
have
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
consented to such transfer, such
consent not to be unreasonably
withheld or delayed, and (b) after any
secondary market transaction,
Mortgagor shall have delivered (or
shall have caused to be delivered) to
lender written confirmation from each
of the rating agencies rating any
securities issued in connection with a
secondary market transaction that such
transfer will not result in a
downgrade, withdrawal or qualification
of any such securities.
Provided that no event of default has
occurred and is continuing, the sale
of all (but not fewer than all) of the
Mortgaged Properties to another party
shall be permitted upon satisfaction
of certain specified conditions and so
long as (a) prior to any secondary
market transaction, the lender shall
have consented to such transfer, such
consent not to be unreasonably
withheld or delayed, and (b) after any
secondary market transaction,
Mortgagor shall have delivered (or
shall have caused to be delivered) to
the lender written confirmation from
each of the rating agencies rating any
securities issued in connection with a
secondary market transaction that such
transfer will not result in a
downgrade, withdrawal or qualification
of any such securities.
--------------------------------------------------------------------------------
3 Financial Square The loan agreement allows the
mortgaged property and the interests
in the borrower to be transferred
without the consent of the lender
provided that certain requirements set
forth in the loan agreement are
satisfied.
--------------------------------------------------------------------------------
Representation #37 - Tax Parcels
--------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
00 Xxxxxx Xxxx Apartments The mortgaged property will be created
by subdividing an existing parcel and,
consequently, the mortgaged property
will not be a separate tax lot at
closing. The
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
borrower will be required to cause the
mortgaged property to be a separate
tax parcel post-closing. The borrower
is required to make payments into an
escrow account for the purpose of
paying real estate taxes on the entire
parcel.
--------------------------------------------------------------------------------
Representation #39 - Security Interests
--------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
4 The Westchester The Mortgage Loan that will be
included in the trust is, together
with another mortgage loan with which
it is pari passu in right of payment,
a senior loan in a multiple loan
structure comprised of multiple
mortgage loans, all of which (whether
or not included in the trust) are
secured by the same mortgage
instrument and are cross-defaulted.
The security interests created by the
UCC financing statement are for the
benefit of the holders of the senior
Mortgage Loan that will be included in
the trust and other mortgage loans
(that will not be included in the
trust) that are part of the related
multiple loan structure.
--------------------------------------------------------------------------------
Representation #43 - Recourse
--------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
119, 37, Walgreens-Longmont, The related Mortgage Loan documents 120, 86,
Coconut Palms I, Vintage provide for recourse for damages, 000, 00, Xxxx, Xxxxxx
Xxxx liabilities, expenses or claims in 23, 42, 81, Apartments, 15205 connection
with the borrower's 104 and 00 Xxxxxxxxx Xxxxxxxxx, intentional misconduct or
gross
Shoppes at the Xxxxxxx, negligence conduct with respect to
Highlands Ranch Village waste.
Center, Michael's Aurora
Plaza, Desert
Professional Plaza, Rio
Grande Valley Retail
Portfolio and Meridian
Place
--------------------------------------------------------------------------------
86 Oxford Hill Apartments Xxxxx Properties, LLC (the managing
member of the borrower), Xxxx X.
Xxxxx, Xx. and Xxxxx Xxxxx are
indemnitors and
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
guarantors under the loan documents.
Pursuant to the Indemnity, the
Guaranty and the Undertaking and
Indemnity Agreement, the aggregate
liability of Mr. and Xxx. Xxxxx will
not exceed $4,000,000. There is not a
similar limitation on liability for
Xxxxx Properties, LLC.
--------------------------------------------------------------------------------
5 E Walk on the New 42nd Mortgagor's liability shall not be
Street limited with respect to the payment to
Mortgagee of: (1) amounts to the
extent that Mortgagor or any affiliate
or employee of Mortgagor
misappropriates any insurance or
condemnation proceeds or awards,
security deposits or (2) all loss,
damage and expense as incurred by
Mortgagee and arising from any fraud,
or material misrepresentation by
Mortgagor or any of its affiliates or
any employee or other person
authorized (as evidenced by a
certificate delivered to Mortgagee and
signed by an authorized officer of
Mortgagor) to make statements or
representations on behalf of any of
the foregoing persons.
--------------------------------------------------------------------------------
6 and 7 Residence Inn Hotel Limitations on recourse against
Portfolio 1 and Residence Mortgagor contained in the Mortgage
Inn Hotel Portfolio 2 Loan documents shall not (a) impair
the right of the lender to bring suit
for and recover against any person any
damages, losses, expenses, liabilities
or costs resulting from fraud, willful
misrepresentation, waste of all or any
portion of any Mortgaged Property, or
wrongful removal or disposal of all or
any portion of any Mortgaged Property
by any person in connection with the
Mortgage Loan documents, (b) impair
the right of the lender to bring suit
for and recover against any person
with respect to any misappropriation
of security deposits or rents
collected more than one (1) month in
advance and (c) impair the right of
the lender to obtain insurance
proceeds or condemnation proceeds due
to the lender pursuant to the Mortgage
Loan documents.
--------------------------------------------------------------------------------
Representation #47 - Operating Statements
--------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
119, 37, Walgreens-Longmont, The related Mortgage Loan documents 120, 86,
Coconut Palms I, Vintage require annual operating statements 000, 00, Xxxx,
Xxxxxx Xxxx and rent roll "and such other 23, 42, 104 Apartments, 15205
information as may be requested" and 00 Xxxxxxxxx Xxxxxxxxx,
Shoppes at the Xxxxxxx,
Highlands Ranch Village
Center, Michael's Aurora
Plaza, Desert
Professional Plaza, Rio
Grande Valley Retail
Portfolio and Meridian
Place
--------------------------------------------------------------------------------
Representation #53 - Origination of the Mortgage Loans
--------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
107 Alerus Financial Center The Mortgage Loan was originated by
Key Bank and assigned to Xxxxxxx
Xxxxx.
--------------------------------------------------------------------------------
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 MLML MORTGAGE LOAN SCHEDULE
Loan Level
Property Level
<TABLE>
MORTGAGE
LOAN
LOAN # PROPERTY NAME SELLER PROPERTY TYPE ADDRESS
------ ----------------------------------- -------- -------------------- -------------------------------
0 Xxxxxxxxx Xxxxxx Mall MLML Retail 0000 Xxxxxxxxx Xxxx
3 Financial Square MLML Office 32 Old Slip
4 The Westchester MLML Retail 000 Xxxxxxxxxxx Xxxxxx
5 E Walk on the New 42nd Street MLML Retail 000 Xxxx 00xx Xxxxxx
6 Residence Inn Hotel Portfolio 1 MLML Hospitality Various
6.01 Residence Inn Fishkill MLML Hospitality 00 Xxxxxxxx Xxxxxxxxx
6.02 Residence Inn Orlando MLML Hospitality 0000 Xxxxxx Xxxxxx
6.03 Residence Inn River Plaza MLML Hospitality 0000 Xxxxx Xxxxxxxxxx Xxxxx
6.04 Residence Inn Tyler MLML Hospitality 0000 Xxxxx Xxxxxxx
7 Residence Inn Hotel Portfolio 2 MLML Hospitality Various
7.01 Residence Inn Sacramento MLML Hospitality 0000 Xxxx Xxxxxx
7.02 Residence Inn Wilmington MLML Hospitality 000 Xxxxxxx Xxxx
7.03 Residence Inn Providence MLML Hospitality 000 Xxxxxxx Xxxxxx
7.04 Residence Inn Xxx Arbor MLML Hospitality 000 Xxxxxxx Xxx
9 San Antonio Portfolio MLML Mixed Use Various
9.01 SW Junction I & II MLML Retail 101-191 and 000 Xxxxxxxxx
Xxxxxxxx Xxxxx
9.02 Countryside Plaza MLML Retail 13402-13442 San Xxxxx Xxxxxx
0.00 Xxxxxxx at Xxxxxx Park MLML Retail 6420, 6424, 6436, 0000 XX Xxxx
000 & 0000 Xxxxxx Xxxx
9.04 Xxxxxx Place MLML Retail 0000 Xxxxxxxx Xxxx
9.05 Windcrest Shopping Center MLML Retail 0000 Xxxxxx Xxxx
9.06 Sonterra Place MLML Retail 00000 Xxxxxxxx Xxxxx
9.07 Bulverde Mini-Storage MLML Self Storage 00000 XX Xxxxxxx 000 Xxxxx
9.08 0000 XX Xxxxxxxx Xxxxx MLML Retail 0000-0000 Xxxxxxxxx Xxxxxxxx
Xxxxx
9.09 Bulverde Market Center MLML Retail 00000 XX Xxxxxxx 000 North
9.10 West Plaza MLML Retail 00000 Xxxx Xxxxxx
10 U-Haul Self Storage Portfolio IV MLML Self Storage Various
10.01 U-Haul Center Parkslope MLML Self Storage 000 0xx Xxxxxx
10.02 U-Haul Ctr Of Utica MLML Self Storage 000 Xxxxxx Xxxxx
10.03 U-Haul Xxxxxxx Hwy MLML Self Storage 0000 Xxxxxxx Xxxxxxx
10.04 U-Haul Ctr Bangor MLML Self Storage 00 Xxxxxx Xxxxxx
10.05 U-Haul Center Rutland MLML Self Storage 000 Xxxxx Xxxx Xxxxxx
10.06 U-Haul Center Of I-45 MLML Self Storage 00000 Xxxxx Xxxxxxx
10.07 U-Haul Ctr Colmar MLML Self Storage 000 Xxxxxxxxx Xxxx
10.08 U-Haul Ct N Bedford MLML Self Storage 000 Xxxxx Xxxxxxxx Xxxxxx
10.09 U-Haul Beechmont Av MLML Self Storage 0000 Xxxxxxxxx Xxxxxx
10.10 U-Haul East Xxxxx MLML Self Storage 000 Xxxx Xxxxx Xxxxx Xxxxxx
14 U-Haul Self Storage Portfolio III MLML Self Storage Various
14.01 U-Haul Center Stamford MLML Self Storage 00 Xxxxxxxxx Xxxxxx
14.02 U-Haul Center Of Woodcreek MLML Self Storage 0000 XX 0000 Xxxx Xxxx
14.03 U-Haul Center Spanaway MLML Self Storage 00000 Xxxxxxx Xxxxxx Xxxxx
14.04 U-Haul New Circle MLML Self Storage 0000 Xxxx Xxx Xxxxxx Xxxx
14.05 U-Haul Ctr Of Etna MLML Self Storage 1027 Xxxxxxx Xxxxx Highway
14.06 U-Haul Ct El Paseo MLML Self Storage 0000 Xx Xxxxx Xxxx
14.07 U-Haul Center Of Xxxxxx MLML Self Storage 000 Xxxxxxxxx Xxxxxx
14.08 U-Haul Ct Westside MLML Self Storage 0000 Xxxxxxx 00 Xxxx
14.09 U-Haul Carrollton MLML Self Storage 0000 Xxxxxxxxxx 00 Xxxx
14.10 U-Haul New Orleans MLML Self Storage 0000 Xxxxxxx Xxxxxxxxx
14.11 U-Haul Twin City MLML Self Storage 000 Xxxxxx Xxxxxx
14.12 U-Haul Snellsville MLML Self Storage 0000 Xxxxxx Xxxx
14.13 U-Haul Center Youngstown MLML Self Storage 0000 Xxxxxxxx Xxxxxx
14.14 U-Haul Clinton Hwy MLML Self Storage 0000 Xxxxxxx Xxxxxxx
14.15 U-Haul Ct Gadsden MLML Self Storage 0000 Xxxx Xxxxxx
14.16 U-Haul Center Lakeland MLML Self Storage 0000 Xxxxx Xxxxxxx Xxxxxx
14.17 U-Haul Eastern Blvd MLML Self Storage 000 Xxxxxxx Xxxxxxxxx
14.18 U-Haul South Main MLML Self Storage 00000 Xxxx Xxxxxx
14.19 U-Haul Downtown 1 MLML Self Storage 000 Xxxx Xxxxxx Xxxxxx
14.20 U-Haul Ctr 6th St MLML Self Storage 0000 Xxxx 0xx Xxxxxx
14.21 U-Haul Center Scranton MLML Self Storage 000 Xxxxx 0xx Xxxxxx
15 Burlington Town Center MLML Mixed Use 00 Xxxxxx Xxxxxx and 000
Xxxxxx Xxxxxx
16 Shoppes at the Xxxxxxx MLML Mixed Use 0000-0000 Xxxxx Xxxxxx Xxxxxx
18 U-Haul Self Storage Portfolio II MLML Self Storage Various
18.01 U-Haul Ctr Normandy MLML Self Storage 0000 Xxxxxxxx Xxxxxxxxx
18.02 U-Haul Ctr Horsham MLML Self Storage 0000 Xxxxxx Xxxx
18.03 U-Haul Center Longview MLML Self Storage 000 Xxxxxx Xxx
18.04 Springdale U-Haul Center MLML Self Storage 000 Xxxx Xxxx Xxxxxx
18.05 U-Haul Ctr S Xxxx MLML Self Storage 0000 Xxxxx Xxxx Xxxxx
18.06 U-Haul Ctr E Tampa MLML Self Storage 0000 Xxxxx 00xx Xxxxxx
18.07 U-Haul Center Up-Town MLML Self Storage 0000 Xxxxx Xxxxxxxx Xxxxxx
18.08 U-Haul Spring Valley MLML Self Storage 0000 Xxx Xxxxx Xxxx
18.09 U-Haul Eastbrook MLML Self Storage 0000 00xx Xxxxxx Xxxxxxxxx
18.10 U-Haul Ct Waterbury MLML Self Storage 000 Xxxxxxx Xxxx
18.11 U-Haul Dixie Hwy MLML Self Storage 0000 Xxxxx Xxxxxxx
18.12 U-Haul Center Xxxxxx Street MLML Self Storage 000 Xxxxx Xxxxxx Xxxxxx
18.13 U-Haul Of York MLML Self Storage 0000 Xxxxxxxxx Xxxxxx
18.14 U-Haul Southwest MLML Self Storage 0000 Xxxxx Xxxxxxxxxxxx Xxxx
18.15 U-Haul Center Killeen MLML Self Storage 102 East Veterans
18.16 U-Haul Center Riverside MLML Self Storage 0000 Xxxxxxxxx Xxxxx
18.17 U-Haul Xxxxxxx Ave MLML Self Storage 0000 Xxxxxxx Xxxxxx
18.18 U-Haul Center Xxxx Avenue MLML Self Storage 1512 West Xxxx
18.19 U-Haul Downtown 2 MLML Self Storage 000-000 Xxxxxxxx Xxxxxx
22 Meridian Place MLML Retail 0000 Xxxxx Xxxxxxxx
00 Xxxxxxxxx Xxxxx Xxxxxxx Center MLML Retail 0000 Xxxxx Xxxxxxxxxx
Xxxxxxxxx
24 Irvine Village Center MLML Retail 15415-15475 Xxxxxxx Xxxx
00 Xxxxxxxx Xxxxxx - Xxxxx XXXX Hospitality 0000 Xxxxx Xxxxxx
31 Southpointe Hilton Garden Inn MLML Hospitality 0000 Xxxxxxxxx Xxxxx
34 Lake Shore Plaza MLML Mixed Use 000 Xxxxxxx Xxxx
36 Hilton Garden Inn - Norwalk MLML Hospitality 000 Xxxx Xxxxxx
00 Xxxxxxx Xxxxx I MLML Multifamily 0000 Xxxxxxxxxxx Xxxx
00 Xxxxxx Xxxxxx Xxx - Xxxxxxx XXXX Hospitality 00 Xxx Xxxxxxxxx Xxxx
42 Michael's Aurora Plaza MLML Retail 15001-15297 Xxxx Xxxxxxxxxxx
Xxxxxx
00 Xxxxxx Xxxx and Rolling Greens
Multifamily Portfolio MLML Multifamily Various
48.01 Tierra Rica Apartments MLML Multifamily 0000 Xxxx Xxx Xxxx
48.02 Rolling Greens Apartments MLML Multifamily 0000 Xxxx Xxx Xxxx
59 Holiday Inn - Sarasota MLML Hospitality 0000 Xxxx Xxxxxx Xxxxx
64 Roselle Commons MLML Retail 000 Xxxx 0xx Xxxxxx
72 Xxxxxx City Mall MLML Retail 000 X.X. Xxxxxxx 00-00
73 Broadway Central MLML Retail 000 Xxxxxxxx & 000-000 Xxxxxxx
Xxxxxx
77 0000 Xxxxx Xxxxxx XXXX Xxxxxx 0000 Xxxxx Xxxxxx
78 Xxxxxx Corner MLML Office 500 Xxxxxx Corner Road
81 Desert Professional Plaza MLML Office 0000 Xxxx Xxxxxxxx Xxxx
82 Golden Pond Apartments MLML Multifamily 0000 Xxxxx Xxxxxxxxx Xxxxxx
85 0000 Xxxxxxxx Xxx XXXX Xxxxxx 0000 Xxxxxxxx Xxxxxx
86 Oxford Hill Apartments MLML Multifamily 000 Xxxxxxxx Xxxxx
87 Fairfield Inn - Sarasota MLML Hospitality 0000 Xxxxxxxx Xxx
88 La Quinta - Valdosta MLML Hospitality 1800 Club House Drive
90 Lake Xxxx Promenade Shopping Center MLML Retail 0000-0000 Xxxx Xxxx Xxxx
Xxxxxxxxx
95 Yucaipa Valley Commercial Center MLML Retail 33720-33730 Yucaipa Boulevard
101 00000 Xxxxxxxxx Xxxx. MLML Retail 15205-15215 Hawthorne
Boulevard
000 Xxxxxxx Xxxxx Xxxxxx Xxxxxxxx XXXX Xxxxxx 00000 Calabasas Road
104 Rio Grande Valley Retail Portfolio MLML Various Various
104.01 Mission Town Center MLML Retail 0000 Xxxxx Xxxxxx Xxxxxx
104.02 Weslaco Town Center MLML Retail 2017 West Expressway 83
104.03 San Xxxx Town Center MLML Retail 000 Xxxx Xxxxxxxx Xxxxxx
104.04 Weslaco Airport Xxxxxxx Xxxxxx XXXX Xxxxxx 0000 Xxxx 0xx Xxxxxx
105 University Center South MLML Retail 0000 Xxxxxxxxxx Xxxxxxxxx Xxxxx
107 Alerus Financial Center XXXX Xxxxxx 00 Xxxxxxxx Xxxxxx
111 CVS - Xxxxxxx MLML Retail 000-000 Xxxxx Xxxxxxxxx Xxxx
114 6860 Cortona Drive MLML Industrial 0000 Xxxxxxx Xxxxx
116 MacDonald Corporate Center MLML Office 0000 Xxxx Xxxxxxx Xxxxx Xxxxxxx
117 Safeway Marketplace MLML Retail 8196 & 0000 Xxxxxx Xxxx 00
000 Xxxxxxx Xxxx at Brookhaven MLML Mixed Use 0000 Xxxxxxx Xxxxx
000 Xxxxxxxx'x - Xxxxxxxx MLML Retail 0000 Xxxx Xxxxxx
120 Vintage Park MLML Multifamily 000 Xxxxxxxxxxx Xxxx
127 Hillside Village MHP MLML Manufactured Housing 0000 Xxxxxxx 00 Xxxx
ZIP CUTOFF BALANCE
LOAN # PROPERTY NAME CITY COUNTY STATE CODE (8/1/2005)
------ ----------------------------------- ---------------------- -------------- ------- ------- --------------
0 Xxxxxxxxx Xxxxxx Xxxx Xxxx Xxxxx Xxxxx XX 00000 187,796,150.62
0 Xxxxxxxxx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000 130,000,000.00
0 Xxx Xxxxxxxxxxx Xxxxx Xxxxxx Xxxxxxxxxxx XX 00000 100,000,000.00
5 E Walk on the New 42nd Street New York Xxx Xxxx XX 00000 77,500,000.00
6 Residence Inn Hotel Portfolio 1 Various Various Various Various 50,200,000.00
6.01 Xxxxxxxxx Xxx Xxxxxxxx Xxxxxxxx Xxxxxxxx XX 00000 17,382,686.57
6.02 Xxxxxxxxx Xxx Xxxxxxx Xxxxxxx Xxxxxx XX 00000 14,685,373.13
6.03 Xxxxxxxxx Xxx Xxxxx Xxxxx Xxxx Xxxxx Xxxxxxx XX 00000 11,388,656.72
6.04 Xxxxxxxxx Xxx Xxxxx Xxxxx Xxxxx XX 00000 6,743,283.58
7 Residence Inn Hotel Portfolio 2 Various Various Various Various 43,490,000.00
7.01 Residence Inn Sacramento Sacramento Xxxxxxxxxx XX 00000 15,596,413.79
7.02 Xxxxxxxxx Xxx Xxxxxxxxxx Xxxxxx Xxx Xxxxxx XX 00000 11,622,327.59
7.03 Xxxxxxxxx Xxx Xxxxxxxxxx Xxxxxxx Xxxx XX 00000 8,548,034.48
7.04 Xxxxxxxxx Xxx Xxx Xxxxx Xxx Xxxxx Xxxxxxxxx XX 00000 7,723,224.14
9 San Antonio Portfolio Various Various TX Various 39,800,000.00
9.01 XX Xxxxxxxx X & XX Xxx Xxxxxxx Xxxxx XX 00000 10,580,620.30
9.02 Xxxxxxxxxxx Xxxxx Xxx Xxxxxxx Xxxxx XX 00000 9,277,210.56
9.03 Village at Xxxxxx Park Sand Antonio Xxxxx XX 00000 5,520,323.64
9.04 Xxxxxx Xxxxx Xxx Xxxxxxx Xxxxx XX 00000 4,216,913.89
9.05 Xxxxxxxxx Xxxxxxxx Xxxxxx Xxx Xxxxxxx Xxxxx XX 00000 2,990,175.30
9.06 Sonterra Xxxxx Xxx Xxxxxxx Xxxxx XX 00000 2,951,839.72
9.07 Bulverde Mini-Storage Bulverde Xxxxx XX 00000 1,341,745.33
9.08 0000 XX Xxxxxxxx Xxxxx Xxx Xxxxxxx Xxxxx XX 00000 1,226,738.59
9.09 Bulverde Xxxxxx Xxxxxx Xxxxxxxx Xxxxx XX 00000 851,049.89
9.10 Xxxx Xxxxx Xxx Xxxxxxx Xxxxx XX 00000 843,382.78
10 U-Haul Self Storage Portfolio IV Various Various Various Various 36,263,715.86
10.01 X-Xxxx Xxxxxx Xxxxxxxxx Xxxxxxxx Xxxxx XX 00000 27,426,211.33
10.02 U-Haul Ctr Of Utica Utica Xxxxxx XX 00000 1,871,705.23
10.03 U-Haul Xxxxxxx Xxx Xxxxxxxxx Xxxxxxxxx XX 00000 1,241,437.14
10.04 X-Xxxx Xxx Xxxxxx Xxxxxx Xxxxxxxxx XX 00000 977,870.49
10.05 X-Xxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxxxx XX 00000 962,591.26
10.06 X-Xxxx Xxxxxx Xx X-00 Xxxxxxx Xxxxxx XX 00000 924,393.20
10.07 X-Xxxx Xxx Xxxxxx Xxxxxx Xxxxxxxxxx XX 00000 840,357.45
10.08 U-Haul Ct N Bedford New Bedford Xxxxxxx XX 00000 762,433.40
10.09 U-Haul Xxxxxxxxx Xx Xxxxxxxxxx Xxxxxxxx XX 00000 664,646.35
10.10 U-Haul Xxxx Xxxxx Xxxx Xxxxx Xxxxxxx XX 00000 592,070.02
14 U-Haul Self Storage Portfolio III Various Various Various Various 26,348,191.54
14.01 X-Xxxx Xxxxxx Xxxxxxxx Xxxxxxxx Xxxxxxxxx XX 00000 3,311,746.02
14.02 X-Xxxx Xxxxxx Xx Xxxxxxxxx Xxxxxxx Xxxxxx XX 00000 2,519,319.21
14.03 X-Xxxx Xxxxxx Xxxxxxxx Xxxxxx Xxxxxx XX 00000 2,093,202.90
14.04 U-Haul Xxx Xxxxxx Xxxxxxxxx Xxxxxxx XX 00000 1,988,542.76
14.05 X-Xxxx Xxx Xx Xxxx Xxxxxxxx Xxxxxxxxx XX 00000 1,599,805.08
14.06 X-Xxxx Xx Xx Xxxxx Xxx Xxxxxx Xxxx Xxx XX 00000 1,412,911.96
14.07 X-Xxxx Xxxxxx Xx Xxxxxx Xxxxxxx Xxxxxxx XX 00000 1,364,319.75
14.08 X-Xxxx Xx Xxxxxxxx Xxxxxxx Xxxxx XX 00000 1,255,921.74
14.09 U-Haul Xxxxxxxxxx Xxxxxxxxxx Xxxxxx XX 00000 1,248,446.02
14.10 U-Haul Xxx Xxxxxxx Xxx Xxxxxxx Xxxxxxx XX 00000 1,196,115.94
14.11 U-Haul Xxxx Xxxx Xxxxxx Xxxxxxxxxxxx XX 00000 1,106,407.25
14.12 U-Haul Snellsville Xxxxxxxxxx Xxxxxxxx XX 00000 971,844.20
14.13 X-Xxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxxx Xxxxxxxx XX 00000 859,708.34
14.14 U-Haul Xxxxxxx Xxx Xxxxxxxxx Xxxxxxxxx XX 00000 859,708.34
14.15 X-Xxxx Xx Xxxxxxx Xxxxxxx Xxxxxx XX 00000 747,572.47
14.16 X-Xxxx Xxxxxx Xxxxxxxx Xxxxxxxx Xxxx XX 00000 747,572.47
14.17 U-Haul Xxxxxxx Xxxx Xxxxxxxxxxxxxx Xxxxx XX 00000 717,669.57
14.18 U-Haul Xxxxx Xxxx Xxxxxxx Xxxxxx XX 00000 702,718.12
14.19 U-Haul Xxxxxxxx 0 Xxxxx Xxxxx XX 00000 616,747.28
14.20 X-Xxxx Xxx 0xx Xx Xxxxxxxx Xxxxxx XX 00000 598,057.97
14.21 X-Xxxx Xxxxxx Xxxxxxxx Xxxxxxxx Xxxxxxxxxx XX 00000 429,854.17
00 Xxxxxxxxxx Xxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxxx XX 00000 26,000,000.00
16 Shoppes at the Xxxxxxx Lone Tree Xxxxxxx XX 00000 25,000,000.00
18 U-Haul Self Storage Portfolio II Various Various Various Various 24,241,055.24
18.01 U-Haul Ctr Normandy Jacksonville Xxxxx XX 00000 2,415,187.91
18.02 X-Xxxx Xxx Xxxxxxx Xxxxxxx Xxxxxxxxxx XX 00000 2,080,777.27
18.03 U-Haul Center Longview Longview Xxxxxxx XX 00000 1,790,954.72
18.04 Springdale X-Xxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxxx XX 00000 1,746,366.64
18.05 X-Xxxx Xxx X Xxxx Xxxxxx Xxxx XX 00000 1,690,631.53
18.06 X-Xxxx Xxx X Xxxxx Xxxxx Xxxxxxxxxxxx XX 00000 1,560,582.96
18.07 X-Xxxx Xxxxxx Xx-Xxxx Xxxxxxx Xxxx XX 00000 1,486,269.48
18.08 U-Haul Xxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx XX 00000 1,449,112.74
18.09 U-Haul Xxxxxxxxx Xxxxx Xxxxxx Xxxx XX 00000 1,211,309.63
18.10 X-Xxxx Xx Xxxxxxxxx Xxxxxxxxx Xxx Xxxxx XX 00000 1,122,133.46
18.11 U-Haul Xxxxx Xxx Xxxxxxx Xxxxxx XX 00000 1,070,114.03
18.12 X-Xxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxx XX 00000 984,653.53
18.13 U-Haul Xx Xxxx Xxxx Xxxx XX 00000 966,075.16
18.14 U-Haul Xxxxxxxxx Xxxxxx Xxxxxx XX 00000 966,075.16
18.15 X-Xxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxx XX 00000 928,918.43
18.16 U-Haul Center Riverside Danville Xxxxxxxx Xxxx XX 00000 928,918.43
18.17 U-Haul Xxxxxxx Xxx Xxxxxxxx Xxxxxxxx XX 00000 750,566.09
18.18 U-Haul Xxxxxx Xxxx Xxxxxx Xxxxxx Xxx Xxxxxxx XX 00000 587,076.45
18.19 U-Haul Xxxxxxxx 0 Xxxxxxx Xxxx Xxxxxxxxxx XX 00000 505,331.62
00 Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxx XX 00000 22,400,000.00
00 Xxxxxxxxx Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxx XX 00000 21,000,000.00
00 Xxxxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxxx XX 00000 20,400,000.00
00 Xxxxxxxx Xxxxxx - Xxxxx Xxxxxxxx Xxxxx Xxxxxx XX 00000 18,000,000.00
31 Southpointe Hilton Garden Inn Canonsburg Xxxxxxxxxx XX 00000 17,000,000.00
00 Xxxx Xxxxx Xxxxx Xxxx Xxxxxxxxxx Xxxxxxx XX 00000 15,360,000.00
36 Hilton Garden Inn - Norwalk Norwalk Xxxxxxxxx XX 00000 14,580,739.39
00 Xxxxxxx Xxxxx X Xxxxxxx Xxxxxx XX 00000 13,985,297.14
00 Xxxxxx Xxxxxx Xxx - Xxxxxxx Xxxxxxx Xxxxxxxxx XX 00000 12,283,739.13
42 Michael's Xxxxxx Xxxxx Xxxxxx Xxxxxxxx XX 00000 12,160,000.00
00 Xxxxxx Xxxx and Rolling Greens
Multifamily Portfolio Xxxxxx Xxxx XX 00000 10,100,000.00
48.01 Tierra Xxxx Xxxxxxxxxx Xxxxxx Xxxx XX 00000 5,432,575.76
48.02 Rolling Xxxxxx Xxxxxxxxxx Xxxxxx Xxxx XX 00000 4,667,424.24
59 Holiday Inn - Sarasota Sarasota Xxxxxxx XX 00000 8,500,000.00
00 Xxxxxxx Xxxxxxx Xxxxxxx Xxxxx XX 00000 8,000,000.00
00 Xxxxxx Xxxx Xxxx Xxxxxx Xxxx Xxxx XX 00000 7,400,000.00
00 Xxxxxxxx Xxxxxxx Xxxxxx Xxxxxx XX 00000 7,150,000.00
77 0000 Xxxxx Xxxxxx Xxxxxxxxxx Xxxxx XX 00000 6,650,000.00
00 Xxxxxx Xxxxxx Xxxxxxxxx Xxxxxxx XX 00000 6,618,286.68
00 Xxxxxx Xxxxxxxxxxxx Xxxxx Xxx Xxxxx Xxxxx XX 00000 6,400,000.00
00 Xxxxxx Xxxx Xxxxxxxxxx Xxxxxxxxxxx Xxxxxx XX 00000 6,240,000.00
85 0000 Xxxxxxxx Xxx Xxxxxx Xxxx Xxxxxx XX 00000 5,700,000.00
00 Xxxxxx Xxxx Xxxxxxxxxx Xxxxxx Xxxx Xxxxxx XX 00000 5,500,000.00
00 Xxxxxxxxx Xxx - Xxxxxxxx Xxxxxxxxx Xxxxxxx XX 00000 5,500,000.00
00 Xx Xxxxxx - Xxxxxxxx Xxxxxxxx Xxxxxxx XX 00000 5,442,837.97
00 Xxxx Xxxx Xxxxxxxxx Xxxxxxxx Xxxxxx Xxx Xxxxx Xxxxx XX 00000 5,400,000.00
95 Yucaipa Valley Commercial Center Yucaipa Xxx Xxxxxxxxxx XX 00000 5,000,000.00
101 00000 Xxxxxxxxx Xxxx. Xxxxxxxx Xxx Xxxxxxx XX 00000 4,780,097.94
000 Xxxxxxx Xxxxx Xxxxxx Xxxxxxxx Xxxxxxxxx Xxx Xxxxxxx XX 00000 4,750,000.00
000 Xxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxx XX Various 4,615,681.46
104.01 Xxxxxxx Xxxx Xxxxxx Xxxxxxx Xxxxxxx XX 00000 1,496,977.77
104.02 Xxxxxxx Xxxx Xxxxxx Xxxxxxx Xxxxxxx XX 00000 1,447,078.51
104.03 Xxx Xxxx Xxxx Xxxxxx Xxx Xxxx Xxxxxxx XX 00000 1,297,380.74
104.04 Weslaco Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxxxx XX 00000 374,244.44
000 Xxxxxxxxxx Xxxxxx Xxxxx Xxxxxxxxxxxx Xxxxx XX 00000 4,600,000.00
000 Xxxxxx Xxxxxxxxx Xxxxxx Xxxxx Xxxx XX 00000 4,450,000.00
111 CVS - Xxxxxxx Xxxxx Xxxxxxx Xxxxxxxx Xxxxxxx XX 00000 4,000,000.00
114 0000 Xxxxxxx Xxxxx Xxxxxx Xxxxx Xxxxxxx XX 00000 3,885,000.00
000 XxxXxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx Xxxxx XX 00000 3,805,000.00
000 Xxxxxxx Xxxxxxxxxxx Xxxxxxxxx Xxxx XX 00000 3,792,242.23
000 Xxxxxxx Xxxx xx Xxxxxxxxxx Xxxxxxx XxXxxx XX 00000 3,571,506.54
000 Xxxxxxxx'x - Xxxxxxxx Xxxxxxxx Xxxxxxx XX 00000 3,468,594.75
000 Xxxxxxx Xxxx Xxxx Xxxxxxxxx XX 00000 3,296,759.50
000 Xxxxxxxx Xxxxxxx XXX Xxxxxxxx Xxxxxxxxxxx XX 00000 2,295,823.13
ORIGINAL IO MONTHLY IO ANNUAL MONTHLY P&I
LOAN # PROPERTY NAME BALANCE DEBT SERVICE DEBT SERVICE DEBT SERVICE
------ ----------------------------------- -------------- ------------ ------------ ------------
0 Xxxxxxxxx Xxxxxx Mall 188,000,000.00 999,355.19
3 Financial Square 130,000,000.00 527,881.25 6,334,575.00
4 The Westchester 100,000,000.00 396,270.02 4,755,240.28
0 X Xxxx xx xxx Xxx 00xx Xxxxxx 77,500,000.00 304,287.07 3,651,444.79
6 Residence Inn Hotel Portfolio 1 50,200,000.00 225,538.32 2,706,459.79 302,824.79
6.01 Residence Inn Fishkill 17,382,686.57
6.02 Residence Inn Orlando 14,685,373.13
6.03 Residence Inn River Plaza 11,388,656.72
6.04 Residence Inn Tyler 6,743,283.58
7 Residence Inn Hotel Portfolio 2 43,490,000.00 195,391.66 2,344,699.93 262,347.61
7.01 Residence Inn Sacramento 15,596,413.79
7.02 Residence Inn Wilmington 11,622,327.59
7.03 Residence Inn Providence 8,548,034.48
7.04 Residence Inn Xxx Arbor 7,723,224.14
9 San Antonio Portfolio 39,800,000.00 190,935.89 2,291,230.72 230,444.80
9.01 SW Junction I & II 10,580,620.30
9.02 Countryside Plaza 9,277,210.56
9.03 Village at Xxxxxx Park 5,520,323.64
9.04 Xxxxxx Place 4,216,913.89
9.05 Windcrest Shopping Center 2,990,175.30
9.06 Sonterra Place 2,951,839.72
9.07 Bulverde Mini-Storage 1,341,745.33
9.08 0000 XX Xxxxxxxx Xxxxx 1,226,738.59
9.09 Bulverde Market Center 851,049.89
9.10 West Plaza 843,382.78
10 U-Haul Self Storage Portfolio IV 36,313,000.00 226,957.59
10.01 U-Haul Center Parkslope 27,463,484.87
10.02 U-Haul Ctr Of Utica 1,874,248.97
10.03 U-Haul Xxxxxxx Hwy 1,243,124.32
10.04 U-Haul Ctr Bangor 979,199.46
10.05 U-Haul Center Rutland 963,899.47
10.06 U-Haul Center Of I-45 925,649.49
10.07 U-Haul Ctr Colmar 841,499.54
10.08 U-Haul Ct N Bedford 763,469.58
10.09 U-Haul Beechmont Av 665,549.63
10.10 U-Haul East Xxxxx 592,874.67
14 U-Haul Self Storage Portfolio III 26,384,000.00 164,900.98
14.01 U-Haul Center Stamford 3,316,246.84
14.02 U-Haul Center Of Woodcreek 2,522,743.08
14.03 U-Haul Center Spanaway 2,096,047.67
14.04 U-Haul New Circle 1,991,245.28
14.05 U-Haul Ctr Of Etna 1,601,979.29
14.06 U-Haul Ct El Paseo 1,414,832.17
14.07 U-Haul Center Of Xxxxxx 1,366,173.93
14.08 U-Haul Ct Westside 1,257,628.60
14.09 U-Haul Carrollton 1,250,142.72
14.10 U-Haul New Orleans 1,197,741.52
14.11 U-Haul Twin City 1,107,910.91
14.12 U-Haul Snellsville 973,164.99
14.13 U-Haul Center Youngstown 860,876.72
14.14 U-Haul Clinton Hwy 860,876.72
14.15 U-Haul Ct Gadsden 748,588.45
14.16 U-Haul Center Lakeland 748,588.45
14.17 U-Haul Eastern Blvd 718,644.91
14.18 U-Haul South Main 703,673.15
14.19 U-Haul Downtown 1 617,585.47
14.20 X-Xxxx Xxx 0xx Xx 598,870.76
14.21 U-Haul Center Scranton 430,438.36
00 Xxxxxxxxxx Xxxx Center 26,000,000.00 110,492.60 1,325,911.17
16 Shoppes at the Xxxxxxx 25,000,000.00 115,519.97 1,386,239.58 141,461.39
18 U-Haul Self Storage Portfolio II 24,274,000.00 151,713.40
18.01 U-Haul Ctr Normandy 2,418,470.26
18.02 U-Haul Ctr Horsham 2,083,605.15
18.03 U-Haul Center Longview 1,793,388.72
18.04 Springdale U-Haul Center 1,748,740.04
18.05 U-Haul Ctr S Xxxx 1,692,929.18
18.06 U-Haul Ctr E Tampa 1,562,703.86
18.07 U-Haul Center Up-Town 1,488,289.39
18.08 U-Haul Spring Valley 1,451,082.16
18.09 U-Haul Eastbrook 1,212,955.86
18.10 U-Haul Ct Waterbury 1,123,658.49
18.11 U-Haul Dixie Hwy 1,071,568.36
18.12 U-Haul Center Xxxxxx Street 985,991.72
18.13 U-Haul Of York 967,388.11
18.14 U-Haul Southwest 967,388.11
18.15 U-Haul Center Killeen 930,180.87
18.16 U-Haul Center Riverside 930,180.87
18.17 U-Haul Xxxxxxx Ave 751,586.14
18.18 U-Haul Center Xxxx Avenue 587,874.31
18.19 U-Haul Downtown 2 506,018.39
00 Xxxxxxxx Xxxxx 22,400,000.00 102,464.96 1,229,579.56 125,978.72
00 Xxxxxxxxx Xxxxx Xxxxxxx Xxxxxx 21,000,000.00 92,618.75 1,111,425.00 115,572.88
00 Xxxxxx Xxxxxxx Xxxxxx 20,400,000.00 88,765.97 1,065,191.67 111,389.35
28 Sheraton Suites - Akron 18,000,000.00 112,630.82
31 Southpointe Hilton Garden Inn 17,000,000.00 99,748.02
00 Xxxx Xxxxx Xxxxx 15,360,000.00 67,224.89 806,698.67 84,153.76
00 Xxxxxx Xxxxxx Xxx - Xxxxxxx 14,600,000.00 92,556.67
37 Coconut Palms I 14,000,000.00 75,583.42
00 Xxxxxx Xxxxxx Xxx - Xxxxxxx 12,300,000.00 77,893.78
42 Michael's Aurora Plaza 12,160,000.00 53,879.30 646,551.59 67,104.29
00 Xxxxxx Xxxx and Rolling Greens
Multifamily Portfolio 10,100,000.00 55,872.71
48.01 Tierra Rica Apartments 5,432,575.76
48.02 Rolling Greens Apartments 4,667,424.24
59 Holiday Inn - Sarasota 8,500,000.00 48,930.79
00 Xxxxxxx Xxxxxxx 8,000,000.00 36,432.41 437,188.89
00 Xxxxxx Xxxx Xxxx 7,400,000.00 41,207.50
00 Xxxxxxxx Xxxxxxx 7,150,000.00 31,715.71 380,588.54 39,482.56
77 0000 Xxxxx Xxxxxx 6,650,000.00 30,773.26 369,279.12 37,662.06
78 Xxxxxx Corner 6,625,000.00 36,378.60
81 Desert Professional Plaza 6,400,000.00 27,577.78 330,933.33 34,748.79
00 Xxxxxx Xxxx Xxxxxxxxxx 6,240,000.00 34,845.01
85 0000 Xxxxxxxx Xxx 5,700,000.00 25,197.17 302,366.00 31,412.09
00 Xxxxxx Xxxx Apartments 5,500,000.00 24,208.50 290,501.98 30,233.38
87 Fairfield Inn - Sarasota 5,500,000.00 31,661.10
88 La Quinta - Valdosta 5,450,000.00 34,616.41
00 Xxxx Xxxx Xxxxxxxxx Xxxxxxxx Xxxxxx 5,400,000.00 23,930.31 287,163.75 29,802.28
95 Yucaipa Valley Commercial Center 5,000,000.00 27,301.31
101 00000 Xxxxxxxxx Xxxx. 4,800,000.00 27,103.48
000 Xxxxxxx Xxxxx Xxxxxx Xxxxxxxx 4,750,000.00 20,905.33 250,863.99
000 Xxx Xxxxxx Xxxxxx Retail Portfolio 4,625,000.00 26,437.52
104.01 Mission Town Center 1,500,000.00
104.02 Weslaco Town Center 1,450,000.00
104.03 San Xxxx Town Center 1,300,000.00
104.04 Weslaco Airport Medical Center 375,000.00
000 Xxxxxxxxxx Xxxxxx Xxxxx 4,600,000.00 20,793.17 249,518.06 25,687.03
107 Alerus Financial Center 4,450,000.00 24,628.22
111 CVS - Xxxxxxx 4,000,000.00 23,026.26
114 0000 Xxxxxxx Xxxxx 3,885,000.00 21,414.63
116 MacDonald Corporate Center 3,805,000.00 23,082.84
117 Safeway Marketplace 3,800,000.00 21,575.98
000 Xxxxxxx Xxxx at Brookhaven 3,575,000.00 19,963.29
119 Walgreen's - Longmont 3,472,000.00 19,355.71
000 Xxxxxxx Xxxx 3,300,000.00 18,386.58
000 Xxxxxxxx Xxxxxxx MHP 2,300,000.00 13,838.50
PRIMARY MASTER TRUSTEE &
ANNUAL P&I INTEREST SERVICING SERVICING PAYING
LOAN # PROPERTY NAME DEBT SERVICE RATE (%) FEE RATE FEE RATE AGENT FEE
------ ----------------------------------- ------------- -------- --------- --------- ---------
0 Xxxxxxxxx Xxxxxx Xxxx 11,992,262.28 4.9139 0.01000 0.02000 0.00110
3 Financial Square 4.8060 0.01000 0.02000 0.00110
4 The Westchester 4.6901 0.02000 0.01000 0.00110
0 X Xxxx xx xxx Xxx 00xx Xxxxxx 4.6470 0.01000 0.02000 0.00110
6 Residence Inn Hotel Portfolio 1 3,633,897.48 5.3175 0.01000 0.02000 0.00110
6.01 Residence Inn Fishkill
6.02 Residence Inn Orlando
6.03 Xxxxxxxxx Xxx Xxxxx Xxxxx
0.00 Xxxxxxxxx Inn Tyler
7 Residence Inn Hotel Portfolio 2 3,148,171.32 5.3175 0.01000 0.02000 0.00110
7.01 Residence Inn Sacramento
7.02 Residence Inn Wilmington
7.03 Residence Inn Providence
7.04 Xxxxxxxxx Xxx Xxx Xxxxx
0 Xxx Xxxxxxx Portfolio 2,765,337.60 5.6780 0.01000 0.02000 0.00110
9.01 SW Junction I & II
9.02 Countryside Plaza
9.03 Village at Xxxxxx Park
9.04 Xxxxxx Place
9.05 Windcrest Shopping Center
9.06 Sonterra Place
9.07 Bulverde Mini-Storage
9.08 0000 XX Xxxxxxxx Xxxxx
9.09 Bulverde Market Center
9.10 West Plaza
10 U-Haul Self Storage Portfolio IV 2,723,491.08 5.6820 0.01000 0.02000 0.00110
10.01 U-Haul Center Parkslope
10.02 U-Haul Ctr Of Utica
10.03 U-Haul Xxxxxxx Hwy
10.04 U-Haul Ctr Bangor
10.05 U-Haul Center Rutland
10.06 U-Haul Center Of I-45
10.07 U-Haul Ctr Colmar
10.08 U-Haul Ct N Bedford
10.09 U-Haul Beechmont Av
10.10 U-Haul East Xxxxx
14 U-Haul Self Storage Portfolio III 1,978,811.76 5.6820 0.01000 0.02000 0.00110
14.01 U-Haul Center Stamford
14.02 U-Haul Center Of Woodcreek
14.03 U-Haul Center Spanaway
14.04 U-Haul Xxx Xxxxxx
00.00 X-Xxxx Xxx Xx Xxxx
14.06 U-Haul Ct El Paseo
14.07 U-Haul Center Of Xxxxxx
14.08 U-Haul Ct Westside
14.09 U-Haul Carrollton
14.10 U-Haul New Orleans
14.11 U-Haul Twin City
14.12 U-Haul Snellsville
14.13 U-Haul Center Youngstown
14.14 U-Haul Clinton Hwy
14.15 U-Haul Ct Gadsden
14.16 U-Haul Center Lakeland
14.17 U-Haul Eastern Blvd
14.18 U-Haul South Main
14.19 U-Haul Downtown 1
14.20 U-Haul Ctr 6th St
14.21 U-Haul Center Xxxxxxxx
00 Xxxxxxxxxx Xxxx Center 5.0298 0.01000 0.02000 0.00110
16 Shoppes at the Xxxxxxx 1,697,536.68 5.4690 0.01000 0.02000 0.00110
18 U-Haul Self Storage Portfolio II 1,820,560.80 5.6820 0.01000 0.02000 0.00110
18.01 X-Xxxx Xxx Xxxxxxxx 00.00 X-Xxxx Xxx Xxxxxxx 18.03 U-Haul Center Longview
18.04 Springdale U-Haul Center 18.05 U-Haul Ctr S Xxxx 18.06 U-Haul Ctr E Tampa
18.07 U-Haul Center Up-Town 18.08 U-Haul Spring Valley 18.09 U-Haul Eastbrook
18.10 U-Haul Ct Waterbury 18.11 U-Haul Dixie Hwy 18.12 U-Haul Center Xxxxxx
Street 18.13 U-Haul Of York 18.14 U-Haul Southwest 18.15 U-Haul Center Killeen
18.16 U-Haul Center Riverside 18.17 U-Haul Xxxxxxx Ave 18.18 U-Haul Center Xxxx
Avenue 18.19 X-Xxxx Xxxxxxxx 0
00 Xxxxxxxx Xxxxx 1,511,744.64 5.4140 0.01000 0.02000 0.00110
23 Highlands Ranch Village Center 1,386,874.56 5.2200 0.01000 0.02000 0.00110
00 Xxxxxx Xxxxxxx Xxxxxx 1,336,672.20 5.1500 0.01000 0.02000 0.00110
28 Sheraton Suites - Akron 1,351,569.84 5.6940 0.01000 0.02000 0.00110
31 Southpointe Hilton Garden Inn 1,196,976.24 5.8000 0.01000 0.02000 0.00110
00 Xxxx Xxxxx Xxxxx 1,009,845.12 5.1800 0.01000 0.02000 0.00110
00 Xxxxxx Xxxxxx Xxx - Xxxxxxx 1,110,680.04 5.8300 0.01000 0.02000 0.00110
37 Coconut Palms I 907,001.04 5.0500 0.01000 0.02000 0.00110
00 Xxxxxx Xxxxxx Xxx - Xxxxxxx 934,725.36 5.8190 0.01000 0.02000 0.00110
42 Michael's Aurora Plaza 805,251.48 5.2442 0.01000 0.02000 0.00110
00 Xxxxxx Xxxx and Rolling Greens
Multifamily Portfolio 670,472.52 5.2660 0.01000 0.02000 0.00110
48.01 Tierra Rica Apartments
48.02 Rolling Greens Apartments
59 Holiday Inn - Sarasota 587,169.48 5.6250 0.01000 0.02000 0.00110
00 Xxxxxxx Xxxxxxx 0.0000 0.01000 0.02000 0.00110
00 Xxxxxx Xxxx Xxxx 494,490.00 5.3250 0.01000 0.02000 0.00110
00 Xxxxxxxx Xxxxxxx 473,790.72 5.2500 0.01000 0.02000 0.00110
77 0000 Xxxxx Xxxxxx 451,944.72 5.4770 0.01000 0.02000 0.00110
78 Xxxxxx Corner 436,543.20 5.2000 0.01000 0.02000 0.00110
81 Desert Professional Plaza 416,985.48 5.1000 0.01000 0.02000 0.00110
82 Golden Pond Apartments 418,140.12 5.3500 0.01000 0.02000 0.00110
85 0000 Xxxxxxxx Xxx 376,945.08 5.2320 0.01000 0.02000 0.00110
00 Xxxxxx Xxxx Apartments 362,800.56 5.2095 0.01000 0.02000 0.00110
87 Fairfield Inn - Sarasota 379,933.20 5.6250 0.01000 0.02000 0.00110
88 La Quinta - Valdosta 415,396.92 5.8500 0.01000 0.02000 0.00110
00 Xxxx Xxxx Xxxxxxxxx Shopping Center 357,627.36 5.2450 0.01000 0.02000 0.00110
95 Yucaipa Valley Commercial Center 327,615.72 5.1500 0.01000 0.02000 0.00110
101 00000 Xxxxxxxxx Xxxx. 325,241.76 5.4500 0.01000 0.02000 0.00110
000 Xxxxxxx Xxxxx Xxxxxx Xxxxxxxx 0.0000 0.01000 0.02000 0.00110
000 Xxx Xxxxxx Xxxxxx Retail Portfolio 317,250.24 5.5610 0.01000 0.02000 0.00110
104.01 Mission Town Center
104.02 Weslaco Town Center
104.03 San Xxxx Town Center
104.04 Weslaco Airport Medical Center
105 University Center South 308,244.36 5.3500 0.01000 0.02000 0.00110
107 Alerus Financial Center 295,538.64 5.2700 0.01000 0.02000 0.00110
111 CVS - Xxxxxxx 276,315.12 5.6250 0.01000 0.02000 0.00110
114 0000 Xxxxxxx Xxxxx 256,975.56 5.2340 0.01000 0.02000 0.00110
116 MacDonald Corporate Center 276,994.08 5.3750 0.01000 0.02000 0.00110
117 Safeway Marketplace 258,911.76 5.5000 0.01000 0.02000 0.00110
118 Village Park at Brookhaven 239,559.48 5.3500 0.01000 0.02000 0.00110
119 Walgreen's - Longmont 232,268.52 5.3350 0.01000 0.02000 0.00110
120 Vintage Park 220,638.96 5.3300 0.01000 0.02000 0.00110
000 Xxxxxxxx Xxxxxxx MHP 166,062.00 6.0330 0.01000 0.02000 0.00110
SUB-
SERVICING
FEE ADMIN. NET MORTGAGE ACCRUAL REMAINING
LOAN # PROPERTY NAME RATE FEE INTEREST RATE TYPE TERM TERM
------ ----------------------------------- ------- ------- ------------- ---------- ---- ---------
0 Xxxxxxxxx Xxxxxx Xxxx 0.03110 4.8828 Actual/360 60 59
3 Financial Square 0.03110 4.7749 Actual/360 84 83
4 The Westchester 0.03110 4.659 Actual/360 60 58
5 E Walk on the New 00xx Xxxxxx 0.03110 4.6159 Actual/360 84 84
6 Residence Inn Hotel Portfolio 1 0.03110 5.2864 Actual/360 120 119
6.01 Residence Inn Fishkill
6.02 Residence Inn Orlando
6.03 Xxxxxxxxx Xxx Xxxxx Xxxxx
0.00 Xxxxxxxxx Inn Tyler
7 Residence Inn Hotel Portfolio 2 0.03110 5.2864 Actual/360 120 119
7.01 Residence Inn Sacramento
7.02 Residence Inn Wilmington
7.03 Residence Inn Providence
7.04 Xxxxxxxxx Xxx Xxx Xxxxx
0 Xxx Xxxxxxx Portfolio 0.10000 5.80800 5.5469 Actual/360 120 119
9.01 SW Junction I & II
9.02 Countryside Plaza
9.03 Village at Xxxxxx Park
9.04 Xxxxxx Place
9.05 Windcrest Shopping Center
9.06 Sonterra Place
9.07 Bulverde Mini-Storage
9.08 0000 XX Xxxxxxxx Xxxxx
9.09 Bulverde Market Center
9.10 West Plaza
10 U-Haul Self Storage Portfolio IV 0.03110 5.6509 Actual/360 120 119
10.01 U-Haul Center Parkslope
10.02 U-Haul Ctr Of Utica
10.03 U-Haul Xxxxxxx Hwy
10.04 U-Haul Ctr Bangor
10.05 U-Haul Center Rutland
10.06 U-Haul Center Of I-45
10.07 U-Haul Ctr Colmar
10.08 U-Haul Ct N Bedford
10.09 U-Haul Beechmont Av
10.10 U-Haul East Xxxxx
14 U-Haul Self Storage Portfolio III 0.03110 5.6509 Actual/360 120 119
14.01 U-Haul Center Stamford
14.02 U-Haul Center Of Woodcreek
14.03 U-Haul Center Spanaway
14.04 U-Haul Xxx Xxxxxx
00.00 X-Xxxx Xxx Xx Xxxx
14.06 U-Haul Ct El Paseo
14.07 U-Haul Center Of Xxxxxx
14.08 U-Haul Ct Westside
14.09 U-Haul Carrollton
14.10 U-Haul New Orleans
14.11 U-Haul Twin City
14.12 U-Haul Snellsville
14.13 U-Haul Center Youngstown
14.14 U-Haul Clinton Hwy
14.15 U-Haul Ct Gadsden
14.16 U-Haul Center Lakeland
14.17 U-Haul Eastern Blvd
14.18 U-Haul South Main
14.19 U-Haul Downtown 1
14.20 U-Haul Ctr 6th St
14.21 U-Haul Center Xxxxxxxx
00 Xxxxxxxxxx Xxxx Center 0.03110 4.9987 Actual/360 60 59
16 Shoppes at the Xxxxxxx 0.03110 5.4379 Actual/360 120 119
18 U-Haul Self Storage Portfolio II 0.03110 5.6509 Actual/360 120 119
18.01 U-Haul Ctr Normandy 18.02 U-Haul Ctr Horsham 18.03 U-Haul Center Longview
18.04 Springdale U-Haul Center 18.05 U-Haul Ctr S Xxxx 18.06 U-Haul Ctr E Tampa
18.07 U-Haul Center Up-Town 18.08 U-Haul Spring Valley 18.09 U-Haul Eastbrook
18.10 U-Haul Ct Waterbury 18.11 U-Haul Xxxxx Hwy 18.12 U-Haul Center Xxxxxx
Street 18.13 U-Haul Of York 18.14 U-Haul Southwest 18.15 U-Haul Center Killeen
18.16 U-Haul Center Riverside 18.17 U-Haul Xxxxxxx Ave 18.18 U-Haul Center Xxxx
Avenue 18.19 X-Xxxx Xxxxxxxx 0
00 Xxxxxxxx Xxxxx 0.03110 5.3829 Actual/360 120 117
23 Highlands Ranch Village Center 0.03110 5.1889 Actual/360 120 118
24 Irvine Village Center 0.03110 5.1189 Actual/360 120 120
28 Sheraton Suites - Akron 0.03110 5.6629 Actual/360 120 120
31 Southpointe Hilton Garden Inn 0.03110 5.7689 Actual/360 120 120
34 Lake Shore Plaza 0.03110 5.1489 Actual/360 120 119
36 Hilton Garden Inn - Norwalk 0.03110 5.7989 Actual/360 120 119
37 Coconut Palms I 0.05000 5.13000 4.9689 Actual/360 120 119
41 Hilton Garden Inn - Xxxxxxx 0.03110 5.7879 Actual/360 120 119
42 Michael's Aurora Plaza 0.03110 5.2131 Actual/360 120 117
48 Tierra Rica and Rolling Greens
Multifamily Portfolio 0.03110 5.2349 Actual/360 120 120
48.01 Tierra Rica Apartments
48.02 Rolling Greens Apartments
59 Holiday Inn - Sarasota 0.03110 5.5939 Actual/360 120 120
64 Roselle Commons 0.03110 5.3589 Actual/360 120 120
72 Xxxxxx City Mall 0.03110 5.2939 Actual/360 120 120
73 Broadway Central 0.03110 5.2189 Actual/360 120 119
77 0000 Xxxxx Xxxxxx 0.03110 5.4459 Actual/360 120 120
78 Xxxxxx Corner 0.03110 5.1689 Actual/360 120 119
81 Desert Professional Plaza 0.03110 5.0689 Actual/360 120 119
82 Golden Pond Apartments 0.03110 5.3189 Actual/360 120 120
85 0000 Xxxxxxxx Xxx 0.03110 5.2009 Actual/360 120 120
86 Oxford Hill Apartments 0.03110 5.1784 Actual/360 120 120
87 Fairfield Inn - Sarasota 0.03110 5.5939 Actual/360 120 120
88 La Quinta - Valdosta 0.03110 5.8189 Actual/360 60 59
90 Lake Xxxx Promenade Shopping Center 0.03110 5.2139 Actual/360 120 119
95 Yucaipa Valley Commercial Center 0.03110 5.1189 Actual/360 120 120
101 00000 Xxxxxxxxx Xxxx. 0.03110 5.4189 Actual/360 120 116
102 Parkway Plaza Office Building 0.03110 5.1779 Actual/360 120 120
104 Rio Grande Valley Retail Portfolio 0.03110 5.5299 Actual/360 60 58
104.01 Mission Town Center
104.02 Weslaco Town Center
104.03 San Xxxx Town Center
104.04 Weslaco Airport Medical Center
105 University Center South 0.03110 5.3189 Actual/360 120 117
107 Alerus Financial Center 0.03110 5.2389 Actual/360 120 120
111 CVS - Xxxxxxx 0.03110 5.5939 Actual/360 120 120
114 0000 Xxxxxxx Xxxxx 0.03110 5.2029 Actual/360 120 120
116 MacDonald Corporate Center 0.03110 5.3439 Actual/360 120 120
117 Safeway Marketplace 0.03110 5.4689 Actual/360 120 118
118 Village Park at Brookhaven 0.03110 5.3189 Actual/360 60 59
119 Walgreen's - Longmont 0.03110 5.3039 Actual/360 120 119
120 Vintage Park 0.03110 5.2989 Actual/360 120 119
127 Hillside Village MHP 0.03110 6.0019 Actual/360 120 118
REMAINING
MATURITY/ARD AMORT AMORT ARD ARD STEP
LOAN # PROPERTY NAME DATE TERM TERM TITLE TYPE (Y/N) UP (%)
------ ----------------------------------- ------------ ----- --------- ------------- ----- --------
0 Xxxxxxxxx Xxxxxx Mall 7/1/2010 360 359 Fee No
3 Financial Square 7/1/2012 0 0 Fee No
4 The Westchester 6/1/2010 0 0 Fee/Leasehold No
0 X Xxxx xx xxx Xxx 00xx Xxxxxx 8/1/2012 0 0 Leasehold No
6 Residence Inn Hotel Portfolio 1 7/1/2015 300 300 Fee No
6.01 Residence Inn Fishkill Fee
6.02 Residence Inn Orlando Fee
6.03 Xxxxxxxxx Xxx Xxxxx Xxxxx Xxx
0.00 Xxxxxxxxx Inn Tyler Fee
7 Residence Inn Hotel Portfolio 2 7/1/2015 300 300 Fee/Leasehold No
7.01 Residence Inn Sacramento Fee
7.02 Residence Inn Wilmington Leasehold
7.03 Residence Inn Providence Fee
7.04 Xxxxxxxxx Xxx Xxx Xxxxx Xxx
0 Xxx Xxxxxxx Portfolio 7/1/2015 360 360 Fee No
9.01 SW Junction I & II Fee
9.02 Countryside Plaza Fee
9.03 Village at Xxxxxx Park Fee
9.04 Xxxxxx Place Fee
9.05 Windcrest Shopping Center Fee
9.06 Sonterra Place Fee
9.07 Bulverde Mini-Storage Fee
9.08 0000 XX Xxxxxxxx Xxxxx Fee
9.09 Bulverde Market Center Fee
9.10 West Plaza Fee
10 U-Haul Self Storage Portfolio IV 7/1/2015 300 299 Fee No
10.01 U-Haul Center Parkslope Fee
10.02 U-Haul Ctr Of Utica Fee
10.03 U-Haul Xxxxxxx Hwy Fee
10.04 U-Haul Ctr Bangor Fee
10.05 U-Haul Center Rutland Fee
10.06 U-Haul Center Of I-45 Fee
10.07 U-Haul Ctr Colmar Fee
10.08 U-Haul Ct N Bedford Fee
10.09 U-Haul Beechmont Av Fee
10.10 U-Haul East Xxxxx Fee
14 U-Haul Self Storage Portfolio III 7/1/2015 300 299 Fee No
14.01 U-Haul Center Stamford Fee
14.02 U-Haul Center Of Woodcreek Fee
14.03 U-Haul Center Spanaway Fee
14.04 U-Haul Xxx Xxxxxx Xxx
00.00 X-Xxxx Xxx Xx Xxxx Fee
14.06 U-Haul Ct El Paseo Fee
14.07 U-Haul Center Of Xxxxxx Fee
14.08 U-Haul Ct Westside Fee
14.09 U-Haul Carrollton Fee
14.10 U-Haul New Orleans Fee
14.11 U-Haul Twin City Fee
14.12 U-Haul Snellsville Fee
14.13 U-Haul Center Youngstown Fee
14.14 U-Haul Clinton Hwy Fee
14.15 U-Haul Ct Gadsden Fee
14.16 U-Haul Center Lakeland Fee
14.17 U-Haul Eastern Blvd Fee
14.18 U-Haul South Main Fee
14.19 U-Haul Downtown 1 Fee
14.20 U-Haul Ctr 6th St Fee
14.21 U-Haul Center Scranton Fee
15 Burlington Town Center 7/1/2010 0 0 Fee/Leasehold No
16 Shoppes at the Xxxxxxx 7/1/2015 360 360 Fee No
18 U-Haul Self Storage Portfolio II 7/1/2015 300 299 Fee No
18.01 U-Haul Ctr Normandy Fee
18.02 U-Haul Ctr Horsham Fee
18.03 U-Haul Center Longview Fee
18.04 Springdale U-Haul Center Fee
18.05 U-Haul Ctr S Xxxx Fee
18.06 U-Haul Ctr E Tampa Fee
18.07 U-Haul Center Up-Town Fee
18.08 U-Haul Spring Valley Fee
18.09 U-Haul Eastbrook Fee
18.10 U-Haul Ct Waterbury Fee
18.11 U-Haul Xxxxx Hwy Fee
18.12 U-Haul Center Xxxxxx Street Fee
18.13 U-Haul Of York Fee
18.14 U-Haul Southwest Fee
18.15 U-Haul Center Killeen Fee
18.16 U-Haul Center Riverside Fee
18.17 U-Haul Xxxxxxx Ave Fee
18.18 U-Haul Center Xxxx Avenue Fee
18.19 U-Haul Downtown 2 Fee
00 Xxxxxxxx Xxxxx 5/1/2015 360 360 Fee No
23 Highlands Ranch Village Center 6/1/2015 360 360 Fee No
24 Irvine Village Center 8/1/2015 360 360 Fee No
28 Sheraton Suites - Akron 8/1/2015 300 300 Fee No
31 Southpointe Hilton Garden Inn 8/1/2015 360 360 Fee No
34 Lake Shore Plaza 7/1/2015 360 360 Fee No
00 Xxxxxx Xxxxxx Xxx - Xxxxxxx 7/1/2015 300 299 Leasehold No
37 Coconut Palms I 7/1/2015 360 359 Fee No
41 Hilton Garden Inn - Xxxxxxx 7/1/2015 300 299 Fee No
42 Michael's Aurora Plaza 5/1/2015 360 360 Xxx Xx
00 Xxxxxx Xxxx and Rolling Greens
Multifamily Portfolio 8/1/2015 360 360 Fee No
48.01 Tierra Rica Apartments Fee
48.02 Rolling Greens Apartments Fee
59 Holiday Inn - Sarasota 8/1/2015 360 360 Fee No
00 Xxxxxxx Xxxxxxx 8/1/2015 0 0 Xxx/Xxxxxxxxx Xx
00 Xxxxxx Xxxx Xxxx 8/1/2015 360 360 Fee No
73 Broadway Central 7/1/2015 360 360 Fee No
77 0000 Xxxxx Xxxxxx 8/1/2015 360 360 Fee No
78 Xxxxxx Corner 7/1/2015 360 359 Fee No
81 Desert Professional Plaza 7/1/2015 360 360 Fee No
82 Golden Pond Apartments 8/1/2015 360 360 Fee No
85 0000 Xxxxxxxx Xxx 8/1/2015 360 360 Fee No
00 Xxxxxx Xxxx Apartments 8/1/2015 360 360 Fee No
87 Fairfield Inn - Sarasota 8/1/2015 360 360 Fee No
88 La Quinta - Valdosta 7/1/2010 300 299 Fee No
90 Lake Xxxx Promenade Shopping Center 7/1/2015 360 360 Fee No
95 Yucaipa Valley Commercial Center 8/1/2015 360 360 Fee No
101 00000 Xxxxxxxxx Xxxx. 4/1/2015 360 356 Fee Xx
000 Xxxxxxx Xxxxx Xxxxxx Xxxxxxxx 0/0/0000 0 0 Xxx Xx
104 Rio Grande Valley Retail Portfolio 6/1/2010 360 358 Fee No
104.01 Mission Town Center Fee
104.02 Weslaco Town Center Fee
104.03 San Xxxx Town Center Fee
104.04 Weslaco Airport Medical Center Fee
105 University Center South 5/1/2015 360 360 Fee No
107 Alerus Financial Center 8/1/2015 360 360 Fee No
111 CVS - Xxxxxxx 8/1/2015 360 360 Fee No
114 0000 Xxxxxxx Xxxxx 8/1/2015 360 360 Fee No
116 MacDonald Corporate Center 8/1/2015 300 300 Fee No
117 Safeway Marketplace 6/1/2015 360 358 Fee No
118 Village Park at Brookhaven 7/1/2010 360 359 Fee No
119 Walgreen's - Longmont 7/1/2015 360 359 Fee No
120 Vintage Park 7/1/2015 360 359 Fee No
127 Hillside Village MHP 6/1/2015 360 358 Fee No
ENVIRONMENTAL CROSS- DEFEASANCE LETTER OF
LOAN # PROPERTY NAME INSURANCE (Y/N) (CROSS-DEFAULTED COLLATERALIZED ALLOWED CREDIT
------ ----------------------------------- --------------- ---------------- -------------- ---------- ---------
0 Xxxxxxxxx Xxxxxx Xxxx No No No Yes No
3 Financial Square No No No Yes No
4 The Westchester No No No Yes No
5 E Walk on the New 42nd Street No No No Yes No
6 Residence Inn Hotel Portfolio 1 No No No Yes No
6.01 Residence Inn Fishkill No
6.02 Residence Inn Orlando No
6.03 Residence Inn River Plaza No
6.04 Residence Inn Tyler No
7 Residence Inn Hotel Portfolio 2 No No No Yes No
7.01 Residence Inn Sacramento No
7.02 Residence Inn Wilmington No
7.03 Residence Inn Providence No
7.04 Residence Inn Xxx Arbor No
9 San Antonio Portfolio No No No Yes No
9.01 SW Junction I & II No
9.02 Countryside Plaza No
9.03 Village at Xxxxxx Park No
9.04 Xxxxxx Place No
9.05 Windcrest Shopping Center No
9.06 Sonterra Place No
9.07 Bulverde Mini-Storage No
9.08 0000 XX Xxxxxxxx Xxxxx No
9.09 Bulverde Market Center No
9.10 West Plaza No
10 U-Haul Self Storage Portfolio IV No 14, 18 14, 18 Yes No
10.01 U-Haul Center Parkslope No
10.02 U-Haul Ctr Of Utica No
10.03 U-Haul Xxxxxxx Hwy No
10.04 U-Haul Ctr Bangor No
10.05 U-Haul Center Rutland No
10.06 U-Haul Center Of I-45 No
10.07 U-Haul Ctr Colmar No
10.08 U-Haul Ct N Bedford No
10.09 U-Haul Beechmont Av No
10.10 U-Haul East Xxxxx No
14 U-Haul Self Storage Portfolio III No 10, 18 10, 18 Yes No
14.01 U-Haul Center Stamford No
14.02 U-Haul Center Of Woodcreek No
14.03 U-Haul Center Spanaway No
14.04 U-Haul Xxx Xxxxxx Xx
00.00 X-Xxxx Xxx Xx Xxxx No
14.06 U-Haul Ct El Paseo No
14.07 U-Haul Center Of Xxxxxx No
14.08 U-Haul Ct Westside No
14.09 U-Haul Carrollton No
14.10 U-Haul New Orleans No
14.11 U-Haul Twin City No
14.12 U-Haul Snellsville No
14.13 U-Haul Center Youngstown No
14.14 U-Haul Clinton Hwy No
14.15 U-Haul Ct Gadsden No
14.16 U-Haul Center Lakeland No
14.17 U-Haul Eastern Blvd No
14.18 U-Haul South Main No
14.19 U-Haul Downtown 1 No
14.20 U-Haul Ctr 6th St No
14.21 U-Haul Center Xxxxxxxx Xx
00 Xxxxxxxxxx Xxxx Center No No No No No
16 Shoppes at the Xxxxxxx No No No Yes No
18 U-Haul Self Storage Portfolio II No 10, 14 10, 14 Yes No
18.01 U-Haul Ctr Normandy No
18.02 U-Haul Ctr Horsham No
18.03 U-Haul Center Longview No
18.04 Springdale U-Haul Center No
18.05 U-Haul Ctr S Xxxx No
18.06 U-Haul Ctr E Tampa No
18.07 U-Haul Center Up-Town No
18.08 U-Haul Spring Valley No
18.09 U-Haul Eastbrook No
18.10 U-Haul Ct Waterbury No
18.11 U-Haul Xxxxx Hwy No
18.12 U-Haul Center Xxxxxx Street No
18.13 U-Haul Of York No
18.14 U-Haul Southwest No
18.15 U-Haul Center Killeen No
18.16 U-Haul Center Riverside No
18.17 U-Haul Xxxxxxx Ave No
18.18 U-Haul Center Xxxx Avenue No
18.19 U-Haul Downtown 2 No
00 Xxxxxxxx Xxxxx No No No Yes No
23 Highlands Ranch Village Center No No No Yes Yes
24 Irvine Village Center No No No Yes No
28 Sheraton Suites - Akron No No No Yes No
31 Southpointe Hilton Garden Inn No No No Yes No
34 Lake Shore Plaza No No No Yes No
36 Hilton Garden Inn - Norwalk No 41 41 Yes No
37 Coconut Palms I No No No Yes No
41 Hilton Garden Inn - Shelton No 36 36 Yes No
42 Michael's Aurora Xxxxx Xx Xx Xx Xxx Xx
00 Xxxxxx Xxxx and Rolling Greens
Multifamily Portfolio No No No Yes No
48.01 Tierra Rica Apartments No
48.02 Rolling Greens Apartments No
59 Holiday Inn - Sarasota No No No Yes No
64 Roselle Commons No No No Yes No
72 Xxxxxx City Mall No No No Yes No
73 Broadway Central No No No Yes No
77 0000 Xxxxx Xxxxxx No No No Yes No
78 Xxxxxx Corner No No No Yes No
81 Desert Professional Plaza No No No Yes No
82 Golden Pond Apartments No No No Yes Yes
85 0000 Xxxxxxxx Xxx No No No No No
86 Oxford Hill Apartments No No No Yes No
87 Fairfield Inn - Sarasota No No No Yes No
88 La Quinta - Valdosta No No No Yes No
90 Lake Xxxx Promenade Shopping Center No No No Yes No
95 Yucaipa Valley Commercial Center No No No Yes No
101 00000 Xxxxxxxxx Xxxx. No No No Yes Xx
000 Xxxxxxx Xxxxx Xxxxxx Xxxxxxxx Xx Xx No Yes No
104 Rio Grande Valley Retail Portfolio No No No Yes No
104.01 Mission Town Center No
104.02 Weslaco Town Center No
104.03 San Xxxx Town Center No
104.04 Weslaco Airport Medical Center No
105 University Center South No No No Yes No
107 Alerus Financial Center No No No Yes No
111 CVS - Xxxxxxx No No No Yes No
114 0000 Xxxxxxx Xxxxx No No No Yes No
116 MacDonald Corporate Center No No No Yes No
117 Safeway Marketplace No No No Yes No
118 Village Park at Brookhaven No No No Yes No
119 Walgreen's - Longmont No No No Yes No
120 Vintage Park No No No Yes No
127 Hillside Village MHP No No No Yes No
UPFRONT
LOCKBOX HOLDBACK UPFRONT ENG. UPFRONT CAPEX ENVIR.
LOAN # PROPERTY NAME IN-PLACE AMT RESERVE RESERVE RESERVE
------ ----------------------------------- -------- ---------- ------------ ------------- ----------
0 Xxxxxxxxx Xxxxxx Mall Yes
3 Financial Square Yes
4 The Westchester Yes
0 X Xxxx xx xxx Xxx 00xx Xxxxxx Yes
6 Residence Inn Hotel Portfolio 1 Yes 448,021.25
6.01 Residence Inn Fishkill
6.02 Residence Inn Orlando
6.03 Xxxxxxxxx Xxx Xxxxx Xxxxx
0.00 Xxxxxxxxx Inn Tyler
7 Residence Inn Hotel Portfolio 2 Yes 419,967.50
7.01 Residence Inn Sacramento
7.02 Residence Inn Wilmington
7.03 Residence Inn Providence
7.04 Xxxxxxxxx Xxx Xxx Xxxxx
0 Xxx Xxxxxxx Portfolio Yes 30,860.00
9.01 SW Junction I & II
9.02 Countryside Plaza
9.03 Village at Xxxxxx Park
9.04 Xxxxxx Place
9.05 Windcrest Shopping Center
9.06 Sonterra Place
9.07 Bulverde Mini-Storage
9.08 0000 XX Xxxxxxxx Xxxxx
9.09 Bulverde Market Center
9.10 West Plaza
10 U-Haul Self Storage Portfolio IV Yes 85,556.00 52,500.00
10.01 U-Haul Center Parkslope
10.02 U-Haul Ctr Of Utica
10.03 U-Haul Xxxxxxx Hwy
10.04 U-Haul Ctr Bangor
10.05 U-Haul Center Rutland
10.06 U-Haul Center Of I-45
10.07 U-Haul Ctr Colmar
10.08 U-Haul Ct N Bedford
10.09 U-Haul Beechmont Av
10.10 U-Haul East Xxxxx
14 U-Haul Self Storage Portfolio III Yes 391,844.00 900,750.00
14.01 U-Haul Center Stamford
14.02 U-Haul Center Of Woodcreek
14.03 U-Haul Center Spanaway
14.04 U-Haul Xxx Xxxxxx
00.00 X-Xxxx Xxx Xx Xxxx
14.06 U-Haul Ct El Paseo
14.07 U-Haul Center Of Xxxxxx
14.08 U-Haul Ct Westside
14.09 U-Haul Carrollton
14.10 U-Haul New Orleans
14.11 U-Haul Twin City
14.12 U-Haul Snellsville
14.13 U-Haul Center Youngstown
14.14 U-Haul Clinton Hwy
14.15 U-Haul Ct Gadsden
14.16 U-Haul Center Lakeland
14.17 U-Haul Eastern Blvd
14.18 U-Haul South Main
14.19 U-Haul Downtown 1
14.20 U-Haul Ctr 6th St
14.21 U-Haul Center Xxxxxxxx
00 Xxxxxxxxxx Xxxx Center Yes
16 Shoppes at the Xxxxxxx No
18 U-Haul Self Storage Portfolio II Yes 482,263.00 345,825.00
18.01 U-Haul Ctr Normandy
18.02 U-Haul Ctr Horsham
18.03 U-Haul Center Longview
18.04 Springdale U-Haul Center
18.05 U-Haul Ctr S Xxxx
18.06 U-Haul Ctr E Tampa
18.07 U-Haul Center Up-Town
18.08 U-Haul Spring Valley
18.09 U-Haul Eastbrook
18.10 U-Haul Ct Waterbury
18.11 U-Haul Xxxxx Hwy
18.12 U-Haul Center Xxxxxx Street
18.13 U-Haul Of York
18.14 U-Haul Southwest
18.15 U-Haul Center Killeen
18.16 U-Haul Center Riverside
18.17 U-Haul Xxxxxxx Ave
18.18 U-Haul Center Xxxx Avenue
18.19 U-Haul Downtown 2
00 Xxxxxxxx Xxxxx Yes 35,406.00 25,000.00
23 Highlands Xxxxx Xxxxxxx Xxxxxx Xx
00 Xxxxxx Xxxxxxx Xxxxxx No
28 Sheraton Suites - Akron Yes 20,876.00 1,000,000.00
31 Southpointe Hilton Garden Inn Yes 159,767.50
00 Xxxx Xxxxx Xxxxx No 86,798.00 150,000.00
00 Xxxxxx Xxxxxx Xxx - Xxxxxxx Yes
37 Coconut Palms I No
41 Hilton Garden Inn - Xxxxxxx Yes 23,375.00
42 Michael's Aurora Xxxxx Xx
00 Xxxxxx Xxxx and Rolling Greens
Multifamily Portfolio No 19,625.00 179,892.00
48.01 Tierra Rica Apartments
48.02 Rolling Greens Apartments
59 Holiday Inn - Sarasota Yes
00 Xxxxxxx Xxxxxxx Xx
00 Xxxxxx Xxxx Xxxx No
73 Broadway Central No
77 0000 Xxxxx Xxxxxx No 700,000
78 Xxxxxx Corner No
81 Desert Professional Plaza No 32,106.00
82 Golden Pond Apartments No 30,000.00
85 0000 Xxxxxxxx Xxx No
00 Xxxxxx Xxxx Apartments No
87 Fairfield Inn - Sarasota Yes
88 La Quinta - Valdosta Yes 66,755.00
90 Lake Xxxx Promenade Shopping Center No
95 Yucaipa Valley Commercial Center Yes
101 00000 Xxxxxxxxx Xxxx. No 500,000
000 Xxxxxxx Xxxxx Office Building No
104 Rio Grande Valley Retail Portfolio No 8,750.00 25,000.00
104.01 Mission Town Center
104.02 Weslaco Town Center
104.03 San Xxxx Town Center
104.04 Weslaco Airport Medical Center
105 University Center South No
107 Alerus Financial Center No
111 CVS - Xxxxxxx Yes 1,500.00
114 0000 Xxxxxxx Xxxxx No
116 MacDonald Corporate Center No
000 Xxxxxxx Xxxxxxxxxxx Xx
000 Xxxxxxx Xxxx at Brookhaven No 131,000
119 Walgreen's - Longmont Yes 11,375.00
000 Xxxxxxx Xxxx Xx
000 Xxxxxxxx Xxxxxxx MHP No
UPFRONT UPFRONT
UPFRONT TI/LC RE TAX INSURANCE
LOAN # PROPERTY NAME RESERVE RESERVE RESERVE
------ ----------------------------------- ------------- ---------- ---------
0 Xxxxxxxxx Xxxxxx Xxxx
0 Xxxxxxxxx Xxxxxx 4,306,729.00
4 The Westchester
0 X Xxxx xx xxx Xxx 00xx Xxxxxx 382,545.08 91,004.50
6 Residence Inn Hotel Portfolio 1
6.01 Residence Inn Fishkill
6.02 Residence Inn Orlando
6.03 Xxxxxxxxx Xxx Xxxxx Xxxxx
0.00 Xxxxxxxxx Inn Tyler
7 Residence Inn Hotel Portfolio 2
7.01 Residence Inn Sacramento
7.02 Residence Inn Wilmington
7.03 Residence Inn Providence
7.04 Xxxxxxxxx Xxx Xxx Xxxxx
0 Xxx Xxxxxxx Portfolio 428,835.17 48,047.65
9.01 SW Junction I & II
9.02 Countryside Plaza
9.03 Village at Xxxxxx Park
9.04 Xxxxxx Place
9.05 Windcrest Shopping Center
9.06 Sonterra Place
9.07 Bulverde Mini-Storage
9.08 0000 XX Xxxxxxxx Xxxxx
9.09 Bulverde Market Center
9.10 West Plaza
10 U-Haul Self Storage Portfolio IV 116,398.78 5,300.64
10.01 U-Haul Center Parkslope
10.02 U-Haul Ctr Of Utica
10.03 U-Haul Xxxxxxx Hwy
10.04 U-Haul Ctr Bangor
10.05 U-Haul Center Rutland
10.06 U-Haul Center Of I-45
10.07 U-Haul Ctr Colmar
10.08 U-Haul Ct N Bedford
10.09 U-Haul Beechmont Av
10.10 U-Haul East Xxxxx
14 U-Haul Self Storage Portfolio III 117,874.37 10,834.15
14.01 U-Haul Center Stamford
14.02 U-Haul Center Of Woodcreek
14.03 U-Haul Center Spanaway
14.04 U-Haul Xxx Xxxxxx
00.00 X-Xxxx Xxx Xx Xxxx
14.06 U-Haul Ct El Paseo
14.07 U-Haul Center Of Xxxxxx
14.08 U-Haul Ct Westside
14.09 U-Haul Carrollton
14.10 U-Haul New Orleans
14.11 U-Haul Twin City
14.12 U-Haul Snellsville
14.13 U-Haul Center Youngstown
14.14 U-Haul Clinton Hwy
14.15 U-Haul Ct Gadsden
14.16 U-Haul Center Lakeland
14.17 U-Haul Eastern Blvd
14.18 U-Haul South Main
14.19 U-Haul Downtown 1
14.20 U-Haul Ctr 6th St
14.21 U-Haul Center Xxxxxxxx
00 Xxxxxxxxxx Xxxx Center
16 Shoppes at the Xxxxxxx 15,030.14
18 U-Haul Self Storage Portfolio II 84,864.40 8,363.20
18.01 U-Haul Ctr Normandy 18.02 U-Haul Ctr Horsham 18.03 U-Haul Center Longview
18.04 Springdale U-Haul Center 18.05 U-Haul Ctr S Xxxx 18.06 U-Haul Ctr E Tampa
18.07 U-Haul Center Up-Town 18.08 U-Haul Spring Valley 18.09 U-Haul Eastbrook
18.10 U-Haul Ct Waterbury 18.11 U-Haul Xxxxx Hwy 18.12 U-Haul Center Xxxxxx
Street 18.13 U-Haul Of York 18.14 U-Haul Southwest 18.15 U-Haul Center Killeen
18.16 U-Haul Center Riverside 18.17 U-Haul Xxxxxxx Ave 18.18 U-Haul Center Xxxx
Avenue 18.19 U-Haul Downtown 2
00 Xxxxxxxx Xxxxx 38,243.67 20,367.00
00 Xxxxxxxxx Xxxxx Xxxxxxx Xxxxxx 13,946.63
24 Irvine Village Center 50,373.58 7,455.53
28 Sheraton Suites - Akron 42,516.54 82,473.30
31 Southpointe Hilton Garden Inn 112,064.58 79,469.78
00 Xxxx Xxxxx Xxxxx 66,348.84 20,352.46
00 Xxxxxx Xxxxxx Xxx - Xxxxxxx 37,865.69 25,543.64
37 Coconut Palms I 131,999.99 5,586.79
00 Xxxxxx Xxxxxx Xxx - Xxxxxxx 34,243.83 19,395.14
42 Michael's Aurora Plaza 158,058.01 7,463.75
00 Xxxxxx Xxxx and Rolling Greens
Multifamily Portfolio 43,959.72 20,300.00
48.01 Tierra Rica Apartments
48.02 Rolling Greens Apartments
59 Holiday Inn - Sarasota 154,451.95 48,498.64
00 Xxxxxxx Xxxxxxx 14,455.58
00 Xxxxxx Xxxx Xxxx 88,318.13 13,455.75
00 Xxxxxxxx Xxxxxxx 27,744.90 937.50
77 0000 Xxxxx Xxxxxx 29,457.78 8,905.17
78 Xxxxxx Corner 6,212.15 6,814.50
81 Desert Professional Plaza 14,199.44 4,788.79
82 Golden Pond Apartments 35,000.00 4,817.58
85 0000 Xxxxxxxx Xxx 37,854.95
00 Xxxxxx Xxxx Apartments 52,373.27 15,484.62
87 Fairfield Inn - Sarasota 101,100.67 38,925.96
88 La Quinta - Valdosta 30,216.31 2,431.36
00 Xxxx Xxxx Xxxxxxxxx Shopping Center 16,914.19
95 Yucaipa Valley Commercial Center 4,884.61 34,741.00
101 00000 Xxxxxxxxx Xxxx.
000 Xxxxxxx Xxxxx Xxxxxx Xxxxxxxx 15,946.98
000 Xxx Xxxxxx Xxxxxx Retail Portfolio 100,000.00 53,575.02 17,530.80
104.01 Mission Town Center
104.02 Weslaco Town Center
104.03 San Xxxx Town Center
104.04 Weslaco Airport Medical Center
105 University Center South 38,728.02 11,541.60
107 Alerus Financial Center 27,203.40 12,755.05
111 CVS - Xxxxxxx
114 0000 Xxxxxxx Xxxxx 60,000.00 14,122.19 3,983.00
116 MacDonald Corporate Center 10,280.47 808.68
117 Safeway Marketplace 554.40
118 Village Park at Brookhaven 50,000.00 18,593.83
119 Walgreen's - Xxxxxxxx
000 Xxxxxxx Xxxx 34,035.40 2,592.63
000 Xxxxxxxx Xxxxxxx MHP 8,552.53 3,076.03
UPFRONT MONTHLY
LOAN # PROPERTY NAME OTHER RESERVE UPFRONT OTHER DESCRIPTION CAPEX RESERVE
------ ----------------------------------- ------------- ---------------------------- -----------------------------
0 Xxxxxxxxx Xxxxxx Xxxx
0 Xxxxxxxxx Xxxxxx 3,325,000.00 Free Rent Reserve 17,175.52
4 The Westchester
0 X Xxxx xx xxx Xxx 00xx Xxxxxx 911,403.00 Base Ground Rent Reserve
(177,500.00); Percentage
Ground Rent Reserve
(202,703.00); Tenants
Security Deposit Reserve
(61,200.00); Sanrio Security
Deposit Reserve (470,000.00) 3,677.75
6 Residence Inn Hotel Portfolio 1
6.01 Residence Inn Fishkill
6.02 Residence Inn Orlando
6.03 Xxxxxxxxx Xxx Xxxxx Xxxxx
0.00 Xxxxxxxxx Inn Tyler
7 Residence Inn Hotel Portfolio 2 13,33 Ground Rent
7.01 Residence Inn Sacramento
7.02 Residence Inn Wilmington
7.03 Residence Inn Providence
7.04 Xxxxxxxxx Xxx Xxx Xxxxx
0 Xxx Xxxxxxx Portfolio 25,000 Tenant Estoppel Reserve 6,236.00
9.01 SW Junction I & II
9.02 Countryside Plaza
9.03 Village at Xxxxxx Park
9.04 Xxxxxx Place
9.05 Windcrest Shopping Center
9.06 Sonterra Place
9.07 Bulverde Mini-Storage
9.08 0000 XX Xxxxxxxx Xxxxx
9.09 Bulverde Market Center
9.10 West Plaza
10 U-Haul Self Storage Portfolio IV 3,678.15
10.01 U-Haul Center Parkslope
10.02 U-Haul Ctr Of Utica
10.03 U-Haul Xxxxxxx Hwy
10.04 U-Haul Ctr Bangor
10.05 U-Haul Center Rutland
10.06 U-Haul Center Of I-45
10.07 U-Haul Ctr Colmar
10.08 U-Haul Ct N Bedford
10.09 U-Haul Beechmont Av
10.10 U-Haul East Xxxxx
14 U-Haul Self Storage Portfolio III 5,381.30
14.01 U-Haul Center Stamford
14.02 U-Haul Center Of Woodcreek
14.03 U-Haul Center Spanaway
14.04 U-Haul Xxx Xxxxxx
00.00 X-Xxxx Xxx Xx Xxxx
14.06 U-Haul Ct El Paseo
14.07 U-Haul Center Of Xxxxxx
14.08 U-Haul Ct Westside
14.09 U-Haul Carrollton
14.10 U-Haul New Orleans
14.11 U-Haul Twin City
14.12 U-Haul Snellsville
14.13 U-Haul Center Youngstown
14.14 U-Haul Clinton Hwy
14.15 U-Haul Ct Gadsden
14.16 U-Haul Center Lakeland
14.17 U-Haul Eastern Blvd
14.18 U-Haul South Main
14.19 U-Haul Downtown 1
14.20 U-Haul Ctr 6th St
14.21 U-Haul Center Xxxxxxxx
00 Xxxxxxxxxx Xxxx Center
16 Shoppes at the Xxxxxxx 1,512.00
18 U-Haul Self Storage Portfolio II 4,837.25
18.01 U-Haul Ctr Normandy 18.02 U-Haul Ctr Horsham 18.03 U-Haul Center Longview
18.04 Springdale U-Haul Center 18.05 U-Haul Ctr S Xxxx 18.06 U-Haul Ctr E Tampa
18.07 U-Haul Center Up-Town 18.08 U-Haul Spring Valley 18.09 U-Haul Eastbrook
18.10 U-Haul Ct Waterbury 18.11 U-Haul Xxxxx Hwy 18.12 U-Haul Center Xxxxxx
Street 18.13 U-Haul Of York 18.14 U-Haul Southwest 18.15 U-Haul Center Killeen
18.16 U-Haul Center Riverside 18.17 U-Haul Xxxxxxx Ave 18.18 U-Haul Center Xxxx
Avenue 18.19 U-Haul Downtown 2
00 Xxxxxxxx Xxxxx 2,759.00
00 Xxxxxxxxx Xxxxx Xxxxxxx Xxxxxx 1,543.00
24 Irvine Village Center 1,213.00
28 Sheraton Suites - Akron 4% of Xxxxx Xxxxxxxx
00 Xxxxxxxxxxx Xxxxxx Garden Inn 535.00
34 Lake Shore Plaza 700,000.00 C/O Reserve ($25,000); 1,659.00
Xxxxxxxx Reserve ($175,000);
Xxxxxxxx Reserve ($500,000)
00 Xxxxxx Xxxxxx Xxx - Xxxxxxx 382,325.83 Holdback per Undertaking 4% of Xxxxx Xxxxxxxx
00 Xxxxxxx Xxxxx I 6,167.00
00 Xxxxxx Xxxxxx Xxx - Xxxxxxx 0% of Gross Revenues
42 Michael's Aurora Plaza 67,727.04 Rent-A-Center Reserve
($54,929.35) and Book Niche
Reserve ($12,797.69) 2,989.13
00 Xxxxxx Xxxx and Rolling Greens
Multifamily Portfolio 6,822.00
48.01 Tierra Rica Apartments
48.02 Rolling Greens Apartments
59 Holiday Inn - Sarasota 3% of Gross Revenues
00 Xxxxxxx Xxxxxxx 627.00
72 Xxxxxx City Mall 1,483.00
00 Xxxxxxxx Xxxxxxx 279.00
77 0000 Xxxxx Xxxxxx 229,568.00 SurgiCenter Reserve 781.00
78 Xxxxxx Corner 22,400.00 Town and Country Reserve 1,012.00
81 Desert Professional Plaza 809.00
82 Golden Pond Apartments
85 0000 Xxxxxxxx Xxx
00 Xxxxxx Xxxx Apartments 2,750.00
87 Fairfield Inn - Sarasota 4% of Gross Revenues
88 La Quinta - Valdosta 4% of Gross Revenues
90 Lake Mead Promenade Shopping Center
95 Yucaipa Valley Commercial Center 373.00
101 15205 Hawthorne Blvd. 327.00
102 Parkway Plaza Office Building 881.00
104 Rio Grande Valley Retail Portfolio 798.00
104.01 Mission Town Center
104.02 Weslaco Town Center
104.03 San Juan Town Center
104.04 Weslaco Airport Medical Center
105 University Center South 545.00
107 Alerus Financial Center 1,214.00
111 CVS - Chester 31,941.39 Debt Service ($23,259.26)
and Sewer Tap Reserve
($8,682.13) 233.00
114 6860 Cortona Drive 369.00
116 MacDonald Corporate Center
117 Safeway Marketplace 25,500.00 Carbon Eye Care Reserve 283.00
118 Village Park at Brookhaven 259.00
119 Walgreen's - Longmont 19,355.71 Debt Service
120 Vintage Park 1,750.00
127 Hillside Village MHP 1,059.00
MONTHLY MONTHLY MONTHLY MONTHLY
ENVIR. TI/LC RE TAX INSURANCE
LOAN # PROPERTY NAME RESERVE RESERVE RESERVE RESERVE
------ ----------------------------------- ------- --------- ---------- ---------
1 Glenbrook Square Mall
3 Financial Square
4 The Westchester
5 E Walk on the New 42nd Street 191,272.54 18,437.25
6 Residence Inn Hotel Portfolio 1
6.01 Residence Inn Fishkill
6.02 Residence Inn Orlando
6.03 Residence Inn River Plaza
6.04 Residence Inn Tyler
7 Residence Inn Hotel Portfolio 2
7.01 Residence Inn Sacramento
7.02 Residence Inn Wilmington
7.03 Residence Inn Providence
7.04 Residence Inn Ann Arbor
9 San Antonio Portfolio 12,500.00 71,472.53 13,154.58
9.01 SW Junction I & II
9.02 Countryside Plaza
9.03 Village at Ingram Park
9.04 Ingram Place
9.05 Windcrest Shopping Center
9.06 Sonterra Place
9.07 Bulverde Mini-Storage
9.08 1310 SW Military Drive
9.09 Bulverde Market Center
9.10 West Plaza
10 U-Haul Self Storage Portfolio IV 38,799.59
10.01 U-Haul Center Parkslope
10.02 U-Haul Ctr Of Utica
10.03 U-Haul Chapman Hwy
10.04 U-Haul Ctr Bangor
10.05 U-Haul Center Rutland
10.06 U-Haul Center Of I-45
10.07 U-Haul Ctr Colmar
10.08 U-Haul Ct N Bedford
10.09 U-Haul Beechmont Av
10.10 U-Haul East Alton
14 U-Haul Self Storage Portfolio III 39,291.46
14.01 U-Haul Center Stamford
14.02 U-Haul Center Of Woodcreek
14.03 U-Haul Center Spanaway
14.04 U-Haul New Circle
14.05 U-Haul Ctr Of Etna
14.06 U-Haul Ct El Paseo
14.07 U-Haul Center Of Frazer
14.08 U-Haul Ct Westside
14.09 U-Haul Carrollton
14.10 U-Haul New Orleans
14.11 U-Haul Twin City
14.12 U-Haul Snellsville
14.13 U-Haul Center Youngstown
14.14 U-Haul Clinton Hwy
14.15 U-Haul Ct Gadsden
14.16 U-Haul Center Lakeland
14.17 U-Haul Eastern Blvd
14.18 U-Haul South Main
14.19 U-Haul Downtown 1
14.20 U-Haul Ctr 6th St
14.21 U-Haul Center Scranton
15 Burlington Town Center
16 Shoppes at the Meadows 51,975.00 2,147.16
18 U-Haul Self Storage Portfolio II 28,288.13
18.01 U-Haul Ctr Normandy 18.02 U-Haul Ctr Horsham 18.03 U-Haul Center Longview
18.04 Springdale U-Haul Center 18.05 U-Haul Ctr S Cobb 18.06 U-Haul Ctr E Tampa
18.07 U-Haul Center Up-Town 18.08 U-Haul Spring Valley 18.09 U-Haul Eastbrook
18.10 U-Haul Ct Waterbury 18.11 U-Haul Dixie Hwy 18.12 U-Haul Center Mangum
Street 18.13 U-Haul Of York 18.14 U-Haul Southwest 18.15 U-Haul Center Killeen
18.16 U-Haul Center Riverside 18.17 U-Haul Parsons Ave 18.18 U-Haul Center Holt
Avenue 18.19 U-Haul Downtown 2
22 Meridian Place 5,000.00 19,121.83 2,036.70
23 Highlands Ranch Village Center 60,781.12 1,992.38
24 Irvine Village Center 5,000.00 25,186.79 2,485.18
28 Sheraton Suites - Akron 21,258.27 9,163.70
31 Southpointe Hilton Garden Inn 11,941.12 7,224.53
34 Lake Shore Plaza 2,477.00 33,174.42 2,035.25
36 Hilton Garden Inn - Norwalk 18,932.85 8,514.55
37 Coconut Palms I 16,500.00 1,862.26
41 Hilton Garden Inn - Shelton 17,121.92 6,465.05
42 Michael's Aurora Plaza 15,156.25 1,492.75
48 Tierra Rica and Rolling Greens
Multifamily Portfolio 10,989.93 2,537.50
48.01 Tierra Rica Apartments
48.02 Rolling Greens Apartments
59 Holiday Inn - Sarasota 15,445.20 6,062.33
64 Roselle Commons 14,455.58 4,349.80
72 Haines City Mall 4,701.00 9,813.13 2,691.15
73 Broadway Central 1,250.00 3,963.56 937.50
77 1255 Broad Street 3,333.00 14,728.89 1,484.20
78 Faunce Corner 5,293.00 2,174.25 851.81
81 Desert Professional Plaza 3,679.00 3,549.86 532.09
82 Golden Pond Apartments 5,000.00 2,408.79
85 1000 Franklin Ave 18,927.48 652.27
86 Oxford Hill Apartments 5,237.33 5,161.54
87 Fairfield Inn - Sarasota 10,110.07 4,865.75
88 La Quinta - Valdosta 3,777.04 2,431.36
90 Lake Mead Promenade Shopping Center 3,382.84
95 Yucaipa Valley Commercial Center 800.00 4,884.61 4,342.63
101 15205 Hawthorne Blvd. 417.00 6,084.25
102 Parkway Plaza Office Building 7,973.49 1,289.84
104 Rio Grande Valley Retail Portfolio 5,005.00 10,715.00 2,258.29
104.01 Mission Town Center
104.02 Weslaco Town Center
104.03 San Juan Town Center
104.04 Weslaco Airport Medical Center
105 University Center South 2,500.00 6,454.67 1,923.60
107 Alerus Financial Center 5,000.00 6,800.85 1,159.55
111 CVS - Chester
114 6860 Cortona Drive 1,847.00 2,017.46 398.30
116 MacDonald Corporate Center 3,426.82 404.34
117 Safeway Marketplace 16,700.00 7,988.79 554.40
118 Village Park at Brookhaven 1,250.00 3,253.92 603.58
119 Walgreen's - Longmont
120 Vintage Park 3,781.71 1,296.31
127 Hillside Village MHP 4,276.27 1,538.02
MONTHLY
OTHER GRACE
LOAN # PROPERTY NAME RESERVE OTHER MONTH DESCRIPTION PERIOD
------ ----------------------------------- -------------------- ------------------------ ------
1 Glenbrook Square Mall 0
3 Financial Square 0
4 The Westchester 6
5 E Walk on the New 42nd Street 114,087.88 Base Ground Rent Reserve 0
(88,750.00); Percentage
Ground Rent Reserve
(25,337.88)
6 Residence Inn Hotel Portfolio 1 0
6.01 Residence Inn Fishkill
6.02 Residence Inn Orlando
6.03 Residence Inn River Plaza
6.04 Residence Inn Tyler
7 Residence Inn Hotel Portfolio 2 13333.33 Ground Rent 0
7.01 Residence Inn Sacramento
7.02 Residence Inn Wilmington
7.03 Residence Inn Providence
7.04 Residence Inn Ann Arbor
9 San Antonio Portfolio 0
9.01 SW Junction I & II
9.02 Countryside Plaza
9.03 Village at Ingram Park
9.04 Ingram Place
9.05 Windcrest Shopping Center
9.06 Sonterra Place
9.07 Bulverde Mini-Storage
9.08 1310 SW Military Drive
9.09 Bulverde Market Center
9.10 West Plaza
10 U-Haul Self Storage Portfolio IV 5
10.01 U-Haul Center Parkslope
10.02 U-Haul Ctr Of Utica
10.03 U-Haul Chapman Hwy
10.04 U-Haul Ctr Bangor
10.05 U-Haul Center Rutland
10.06 U-Haul Center Of I-45
10.07 U-Haul Ctr Colmar
10.08 U-Haul Ct N Bedford
10.09 U-Haul Beechmont Av
10.10 U-Haul East Alton
14 U-Haul Self Storage Portfolio III 5
14.01 U-Haul Center Stamford
14.02 U-Haul Center Of Woodcreek
14.03 U-Haul Center Spanaway
14.04 U-Haul New Circle
14.05 U-Haul Ctr Of Etna
14.06 U-Haul Ct El Paseo
14.07 U-Haul Center Of Frazer
14.08 U-Haul Ct Westside
14.09 U-Haul Carrollton
14.10 U-Haul New Orleans
14.11 U-Haul Twin City
14.12 U-Haul Snellsville
14.13 U-Haul Center Youngstown
14.14 U-Haul Clinton Hwy
14.15 U-Haul Ct Gadsden
14.16 U-Haul Center Lakeland
14.17 U-Haul Eastern Blvd
14.18 U-Haul South Main
14.19 U-Haul Downtown 1
14.20 U-Haul Ctr 6th St
14.21 U-Haul Center Scranton
15 Burlington Town Center 0
16 Shoppes at the Meadows 5
18 U-Haul Self Storage Portfolio II 5
18.01 U-Haul Ctr Normandy
18.02 U-Haul Ctr Horsham
18.03 U-Haul Center Longview
18.04 Springdale U-Haul Center
18.05 U-Haul Ctr S Cobb
18.06 U-Haul Ctr E Tampa
18.07 U-Haul Center Up-Town
18.08 U-Haul Spring Valley
18.09 U-Haul Eastbrook
18.10 U-Haul Ct Waterbury
18.11 U-Haul Dixie Hwy
18.12 U-Haul Center Mangum Street
18.13 U-Haul Of York
18.14 U-Haul Southwest
18.15 U-Haul Center Killeen
18.16 U-Haul Center Riverside
18.17 U-Haul Parsons Ave
18.18 U-Haul Center Holt Avenue
18.19 U-Haul Downtown 2
22 Meridian Place 5
23 Highlands Ranch Village Center 5
24 Irvine Village Center 5
28 Sheraton Suites - Akron 5
31 Southpointe Hilton Garden Inn 4% of Gross Revenues FF&E Reserve 5
34 Lake Shore Plaza 5
36 Hilton Garden Inn - Norwalk 5
37 Coconut Palms I 5
41 Hilton Garden Inn - Shelton 5
42 Michael's Aurora Plaza 5
48 Tierra Rica and Rolling Greens
Multifamily Portfolio 5
48.01 Tierra Rica Apartments
48.02 Rolling Greens Apartments
59 Holiday Inn - Sarasota 5
64 Roselle Commons 5
72 Haines City Mall 5
73 Broadway Central 5
77 1255 Broad Street 5
78 Faunce Corner 5
81 Desert Professional Plaza 5
82 Golden Pond Apartments 5
85 1000 Franklin Ave 5
86 Oxford Hill Apartments 5
87 Fairfield Inn - Sarasota 5
88 La Quinta - Valdosta 5
90 Lake Mead Promenade Shopping Center 5
95 Yucaipa Valley Commercial Center 5
101 15205 Hawthorne Blvd. 5
102 Parkway Plaza Office Building 5
104 Rio Grande Valley Retail Portfolio 5
104.01 Mission Town Center
104.02 Weslaco Town Center
104.03 San Juan Town Center
104.04 Weslaco Airport Medical Center
105 University Center South 5
107 Alerus Financial Center 5
111 CVS - Chester 5
114 6860 Cortona Drive 5
116 MacDonald Corporate Center 5
117 Safeway Marketplace 5
118 Village Park at Brookhaven 5
119 Walgreen's - Longmont 5
120 Vintage Park 5
127 Hillside Village MHP 5
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