MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement, dated as of December 11, 2006
(this "Agreement"), is entered into between Countrywide Commercial Real Estate
Finance, Inc. (the "Seller") and Xxxxxxx Xxxxx Mortgage Investors, Inc. (the
"Purchaser").
The Seller intends to sell and the Purchaser intends to purchase
certain multifamily, commercial and manufactured housing community mortgage
loans (the "Mortgage Loans") identified on the schedule (the "Mortgage Loan
Schedule") annexed hereto as Schedule II. The Purchaser intends to deposit the
Mortgage Loans, along with certain other mortgage loans (the "Other Mortgage
Loans"), into a trust fund (the "Trust Fund"), the beneficial ownership of which
will be evidenced by multiple classes of mortgage pass-through certificates (the
"Certificates"). One or more "real estate mortgage investment conduit" ("REMIC")
elections will be made with respect to most of the Trust Fund. The Trust Fund
will be created and the Certificates will be issued pursuant to a Pooling and
Servicing Agreement, dated as of December 1, 2006 (the "Pooling and Servicing
Agreement"), among the Purchaser as depositor, Midland Loan Services, Inc. and
Xxxxx Fargo Bank, National Association as master servicers (each, in such
capacity, a "Master Servicer"), LNR Partners, Inc. as special servicer (the
"Special Servicer") and LaSalle Bank National Association as trustee (the
"Trustee"). Capitalized terms used but not defined herein (including the
schedules attached hereto) have the respective meanings set forth in the Pooling
and Servicing Agreement.
The Purchaser has entered into an Underwriting Agreement, dated as
of December 1, 2006 (the "Underwriting Agreement"), with Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx") for itself and as representative
of Countrywide Securities Corporation ("Countrywide Securities"), IXIS
Securities North America Inc. ("IXIS Securities"), PNC Capital Markets LLC ("PNC
Capital"), Credit Suisse Securities (USA) LLC ("Credit Suisse") and Deutsche
Bank Securities Inc. ("DBSI"); Xxxxxxx Xxxxx, Countrywide Securities, IXIS
Securities, PNC Capital, Credit Suisse and DBSI, collectively, in such capacity,
the "Underwriters"), whereby the Purchaser will sell to the Underwriters all of
the Certificates that are to be registered under the Securities Act of 1933, as
amended (such Certificates, the "Publicly-Offered Certificates"). The Purchaser
has also entered into a Certificate Purchase Agreement, dated as of December 1,
2006 (the "Certificate Purchase Agreement"), with Xxxxxxx Xxxxx for itself and
as representative of Countrywide Securities (together in such capacity, the
"Initial Purchasers"), whereby the Purchaser will sell to the Initial Purchasers
all of the remaining Certificates (such Certificates, the "Private
Certificates").
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase.
The Seller agrees to sell, and the Purchaser agrees to purchase, the
Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan
Schedule may be amended to reflect the actual Mortgage Loans delivered to the
Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have
an aggregate principal balance of
$1,394,353,351 (the "Countrywide Mortgage Loan Balance") (subject to a variance
of plus or minus 5.0%) as of the close of business on the Cut-off Date, after
giving effect to any payments due on or before such date, whether or not such
payments are received. The Countrywide Mortgage Loan Balance, together with the
aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date
(after giving effect to any payments due on or before such date, whether or not
such payments are received), is expected to equal an aggregate principal balance
(the "Cut-off Date Pool Balance") of $4,522,709,155 (subject to a variance of
plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place
on December 12, 2006 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) 104.5261% of the
Countrywide Mortgage Loan Balance as of the Cut-off Date, plus (ii) $2,520,703,
which amount represents the amount of interest accrued on the Countrywide
Mortgage Loan Balance, as agreed to by the Seller and the Purchaser.
The Purchase Consideration shall be paid to the Seller or its
designee by wire transfer in immediately available funds on the Closing Date.
SECTION 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to the
Seller's receipt of the Purchase Consideration and the satisfaction or waiver of
the conditions to closing set forth in Section 5 of this Agreement (which
conditions shall be deemed to have been satisfied or waived upon the Seller's
receipt of the Purchase Consideration), the Seller does hereby sell, transfer,
assign, set over and otherwise convey to the Purchaser, without recourse (except
as set forth in this Agreement), all the right, title and interest of the Seller
in and to the Mortgage Loans identified on the Mortgage Loan Schedule as of such
date, on a servicing released basis (subject to certain agreements regarding
servicing as provided in the Servicing Rights Purchase Agreement (as defined in
Section 6(a)(iii) hereof)), 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
2
instruments specified below and referred to in clauses (i) and (ii) preceding,
collectively, a "Mortgage File"). All Mortgage Files so delivered will be held
by the Trustee in escrow for the benefit of the Seller at all times prior to the
Closing Date. The Mortgage File with respect to each Mortgage Loan that is a
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 ML-CFC Commercial Mortgage Trust 2006-4, Commercial Mortgage
Pass-Through Certificates, Series 2006-4, 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 and address (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 ML-CFC
Commercial Mortgage Trust 2006-4, Commercial Mortgage Pass-Through
Certificates, Series 2006-4;
(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 ML-CFC Commercial Mortgage Trust
2006-4, Commercial Mortgage Pass-Through Certificates, Series 2006-4;
(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;
3
(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 ML-CFC Commercial Mortgage Trust
2006-4, Commercial Mortgage Pass-Through Certificates, Series 2006-4, as
assignee;
(ix) an original or a copy of any Ground Lease, guaranty or
ground lessor estoppel;
(x) an original or a copy of 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 (which letter of credit
shall not be delivered in original from to the Trustee, but rather to the
applicable Master Servicer), in each case relating to the subject Mortgage
Loan; and
(xii) with respect to a Mortgage Loan secured by a hospitality
property, a signed copy of any franchise agreement and/or franchisor
comfort letter.
The foregoing Mortgage File delivery requirement shall be subject to
Section 2.01(c) of the Pooling and Servicing Agreement.
(d) The Seller shall retain an Independent third party (the
"Recording/Filing Agent") that shall, as to each Mortgage Loan, promptly (and in
any event within 180 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
4
assignment shall reflect that the recorded original should be returned by the
public recording office to the Trustee following recording, and each such
assignment and UCC Financing Statement assignment shall reflect that the file
copy thereof should be returned to the Trustee following filing; provided, that
in those instances where the public recording office retains the original
assignment of Mortgage or assignment of Assignment of Leases, the
Recording/Filing Agent shall obtain therefrom a certified copy of the recorded
original. If any such document or instrument is lost or returned unrecorded or
unfiled, as the case may be, because of a defect therein, then the Seller shall
prepare a substitute therefor or cure such defect or cause such to be done, as
the case may be, and the Seller shall deliver such substitute or corrected
document or instrument to the Trustee (or, if the Mortgage Loan is then no
longer subject to the Pooling and Servicing Agreement, to the then holder of
such Mortgage Loan).
The Seller shall bear the out-of-pocket costs and expenses of all
such recording, filing and delivery contemplated in the preceding paragraph,
including, without limitation, any costs and expenses that may be incurred by
the Trustee in connection with any such recording, filing or delivery performed
by the Trustee at the Seller's request and the fees of the Recording/Filing
Agent.
(e) All such other relevant documents and records that (a)
relate to the administration or servicing of the Mortgage Loans, (b) are
reasonably necessary for the ongoing administration and/or servicing of such
Mortgage Loans by the applicable 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 applicable Master Servicer (or, at the direction of such 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, legal or other 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 applicable 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.
5
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 California and the
Seller has taken all necessary corporate action to authorize the
execution, delivery and performance of this Agreement by it, and has the
power and authority to execute, deliver and perform this Agreement and all
transactions contemplated hereby.
(ii) This Agreement has been duly and validly authorized,
executed and delivered by the Seller, all requisite action by the Seller's
directors and officers has been taken in connection therewith, and
(assuming the due authorization, execution and delivery hereof by the
Purchaser) this Agreement constitutes the valid, legal and binding
agreement of the Seller, enforceable against the Seller in accordance with
its terms, except as such enforcement may be limited by (A) laws relating
to bankruptcy, insolvency, fraudulent transfer, reorganization,
receivership, conservatorship 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 if compliance therewith is necessary (1)
to ensure the enforceability of this Agreement or (2) for the Seller to
perform its duties and obligations under this Agreement, 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
6
third person to the execution of this Agreement or the performance by the
Seller of its obligations under this Agreement (except to the extent such
consent has been obtained).
(vi) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Seller of or compliance by the Seller with this
Agreement or the consummation of the transactions contemplated by this
Agreement except as have previously been obtained, and no bulk sale law
applies to such transactions.
(vii) None of the sale of the Mortgage Loans by the Seller, the
transfer of the Mortgage Loans to the Trustee, and the execution, delivery
or performance of this Agreement by the Seller, results or will result in
the creation or imposition of any lien on any of the Seller's assets or
property that would have a material adverse effect upon the Seller's
ability to perform its duties and obligations under this Agreement or
materially impair the ability of the Purchaser to realize on the Mortgage
Loans.
(viii) There is no action, suit, proceeding or investigation
pending or to the knowledge of the Seller, threatened against the Seller
in any court or by or before any other governmental agency or
instrumentality which would, in the Seller's good faith and reasonable
judgment, prohibit its entering into this Agreement or materially and
adversely affect the validity of this Agreement or the performance by the
Seller of its obligations under this Agreement.
(ix) Under generally accepted accounting principles ("GAAP") and
for federal income tax purposes, the Seller will report the transfer of
the Mortgage Loans to the Purchaser as a sale of the Mortgage Loans to the
Purchaser in exchange for consideration consisting of a cash amount equal
to the Purchase Consideration. The consideration received by the Seller
upon the sale of the Mortgage Loans to the Purchaser will constitute at
least reasonably equivalent value and fair consideration for the Mortgage
Loans. The Seller will be solvent at all relevant times prior to, and will
not be rendered insolvent by, the sale of the Mortgage Loans to the
Purchaser. The Seller is not selling the Mortgage Loans to the Purchaser
with any intent to hinder, delay or defraud any of the creditors of the
Seller.
(x) The Prospectus Supplement contains all the information that
is required to be provided in respect of the Seller (that arise from its
role as "sponsor" (within the meaning of Regulation AB)), the Mortgage
Loans, the related Mortgagors and the related Mortgaged Properties
pursuant to Regulation AB. For purpose of this Agreement, "Regulation AB"
shall mean Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17
C.F.R. ss.ss.229.1100-229.1123, as such may be amended from time to time,
and subject to such clarification and interpretation as have been provided
by the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7,
2005)) or by the staff of the Commission, or as may be provided by the
Commission or its staff from time to time.
(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
7
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 applicable Master Servicer for
deposit into its Collection Account any Substitution Shortfall Amount in
connection therewith; provided, however, that, unless the Document Defect or
Breach would cause the Mortgage Loan not to be a Qualified Mortgage, if such
Document Defect or Breach is capable of being cured but not within such 90-day
period and the Seller has commenced and is diligently proceeding with the cure
of such Document Defect or Breach within such 90-day period, the Seller shall
have an additional 90 days to complete such cure (or, failing such cure, to
repurchase or substitute the related Mortgage Loan (which, for purposes of such
repurchase or substitution, shall include an REO Loan)); and provided, further,
that with respect to such additional 90-day period, the Seller shall have
delivered an officer's certificate to the Trustee setting forth the reason(s)
such Document Defect or Breach is not capable of being cured within the initial
90-day period and what actions the Seller is pursuing in connection with the
cure thereof and stating that the Seller anticipates that such Document Defect
or Breach will be cured within the additional 90-day period.
A Document Defect or Breach (which Document Defect or Breach
materially and adversely affects the value of the related Mortgage Loan or the
interests of the Certificateholders therein) as to a Mortgage Loan that is
cross-collateralized and cross-defaulted with one or more other Mortgage Loans
(each, a "Crossed Loan" and such Crossed Loans, collectively, a "Crossed Loan
Group"), which Document Defect or Breach does not constitute a Document Defect
or Breach, as the case may be, as to any other Crossed Loan in such Crossed Loan
Group (without regard to this paragraph) and is not cured as provided for above,
shall be deemed to constitute a Document Defect or Breach, as the case may be,
as to each other Crossed Loan in the subject Crossed Loan Group for purposes of
this paragraph and the Seller shall be required to repurchase or substitute all
such Crossed Loans unless (1) the weighted average debt service coverage ratio
for all the remaining Crossed Loans for the four calendar quarters immediately
preceding such
8
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 Mortgagor. 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 that existed as of the Closing Date, the Seller shall provide,
once every 90 days, the officer's certificate to the Trustee described above as
to the reason(s) such Document Defect or Breach remains uncured and as to the
actions being taken to pursue cure; provided, however, that, without limiting
the effect of the foregoing provisions of this Section 3(c), if such Document
Defect or Breach shall materially and adversely affect the value of such
Mortgage Loan or the interests of the holders of the Certificates therein
(subject to the second and third provisos 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 (for the avoidance of
doubt, the foregoing two-year period shall not be deemed to be a time limitation
on the Seller's right to cure a Document Defect as set forth in this Section 3).
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 180th 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
9
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 or some other mutually agreed
upon accommodation can be reached. Any reserve or other cash collateral or
letters of credit securing the Crossed Loans shall be allocated between such
Crossed Loans in accordance with the Mortgage Loan documents, or, if the related
Mortgage Loan documents do not so provide, then on a pro rata basis based upon
their outstanding Stated Principal Balances. Notwithstanding the foregoing, if a
Crossed Loan is modified to terminate the related cross-collateralization and/or
cross-default provisions, the Seller shall furnish to the Trustee an Opinion of
Counsel that such modification shall not cause an Adverse REMIC Event.
For purposes hereof, "Primary Collateral" shall mean the Mortgaged
Property directly securing a Crossed Loan and excluding any property as to which
the related lien may only be foreclosed upon by exercise of
cross-collateralization provisions of such Mortgage Loans.
Notwithstanding any of the foregoing provisions of this Section
3(c), if there is a Document Defect or Breach (which Document Defect or Breach
materially and adversely affects the value of the related Mortgage Loan or the
interests of the Certificateholders therein) with respect to one or more
Mortgaged Properties with respect to a Mortgage Loan, the Seller shall not be
obligated to repurchase or substitute the Mortgage Loan if (i) the affected
Mortgaged Property(ies) may be released pursuant to the terms of any partial
release provisions in the related Mortgage Loan documents (and such Mortgaged
Property(ies) are, in fact, released) and to the extent not covered by the
applicable release price (if any) required under the related Mortgage Loan
documents, the Seller pays (or causes to be paid) any additional amounts
necessary to cover all reasonable out-of-pocket expenses reasonably incurred by
the applicable Master Servicer, the Special Servicer, the Trustee or the Trust
Fund in connection with such release, (ii) the remaining Mortgaged Property(ies)
satisfy the requirements, if any, set forth in the Mortgage Loan documents and
the Seller provides an opinion of counsel to the effect that such release would
not cause either of REMIC I or REMIC II to fail to qualify as a REMIC under the
Code or result in the imposition of any tax on "prohibited transactions" or
"contributions" after the Startup Day under the REMIC Provisions and (iii) each
Rating Agency then rating the Certificates shall have provided written
confirmation that such release would not cause the then-current ratings of the
Certificates rated by it to be qualified, downgraded or withdrawn.
The foregoing provisions of this Section 3(c) notwithstanding, the
Purchaser's sole remedy (subject to the last sentence of this paragraph) for a
breach of representation 30 set forth on Schedule I hereto shall be the cure of
such breach by the Seller, which cure shall be effected through the payment by
the Seller of such costs and expenses (without regard to whether
10
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 applicable 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 applicable Master Servicer's
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 applicable Master Servicer, respectively, (i) the Trustee
shall be required to execute and deliver such endorsements and assignments as
are provided to it by the applicable 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 applicable 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 applicable Master Servicer and the Special
Servicer shall release to the Seller any Escrow Payments and Reserve Funds held
by it in respect of such repurchased or deleted Mortgage Loan(s).
At the time a substitution is made, the Seller shall deliver the
related Mortgage File to the Trustee and certify that the substitute Mortgage
Loan is a Qualified Substitute Mortgage Loan.
No substitution of a Qualified Substitute Mortgage Loan or Qualified
Substitute Mortgage Loans may be made in any calendar month after the
Determination Date for such month. Periodic Payments due with respect to any
Qualified Substitute Mortgage Loan after the related date of substitution shall
be part of REMIC I, as applicable. No substitution of a Qualified Substitute
Mortgage Loan for a deleted Mortgage Loan shall be permitted under this
Agreement if, after such substitution, the aggregate of the Stated Principal
Balances of all Qualified Substitute Mortgage Loans which have been substituted
for deleted Mortgage Loans exceeds 10% of the aggregate Cut-off Date Balance of
all the Mortgage Loans and the Other Mortgage Loans. Periodic Payments due with
respect to any Qualified Substitute Mortgage Loan on or prior to the related
date of substitution shall not be part of the Trust Fund or REMIC I.
11
(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 this Section 3.
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, conservatorship 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 if compliance therewith is necessary (1) to ensure the
enforceability of this Agreement or (2) for the Purchaser to perform its duties
and obligations under this Agreement 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 certificate of incorporation, bylaws or any other
corporate restriction or any judgment, order, writ, injunction, decree, law or
regulation that would, in the Purchaser's reasonable and good faith judgment,
materially and adversely affect the ability of the Purchaser to perform its
obligations under this Agreement or that requires the consent of any third
person to the execution of this Agreement or the performance by the Purchaser of
its obligations under this Agreement (except to the extent such consent has been
obtained).
12
(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 Austin 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 applicable Master Servicer, respectively,
all documents represented to have been or required to be delivered to the
Trustee and such 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
13
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 (as defined in Section 6(d) of this Agreement) and Prospectus
Supplement (as defined in Section 6(d) of this Agreement), respectively, shall
have been delivered; and
(g) The Seller shall have executed and delivered concurrently
herewith that certain Indemnification Agreement, dated as of December 1, 2006,
among the Seller, Xxxxxxx Xxxxx Mortgage Lending, Inc., IXIS Real Estate Capital
Inc. and 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 agreement(s) pursuant to which the servicing rights with
respect to the Mortgage Loans are being sold to the applicable Master Servicer
(such agreement(s), individually or collectively, as the case may be, "Servicing
Rights Purchase Agreement");
(b) An officer's certificate of the Seller, executed by a duly
authorized officer of the Seller and dated the Closing Date, and upon which the
Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect
that: (i) the representations and warranties of the Seller in this Agreement are
true and correct in all material respects at and as of the Closing Date with the
same effect as if made on such date; and (ii) the Seller has, in all material
respects, complied with all the agreements and satisfied all the conditions on
its part that are required under this Agreement to be performed or satisfied at
or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller
(signed in his/her capacity as an officer), dated the Closing Date, and upon
which the Purchaser may rely, to the effect that each individual who, as an
officer or representative of the Seller, signed this Agreement, the
Indemnification Agreement or any other document or certificate delivered on or
before the Closing Date in connection with the transactions contemplated herein
or therein, was at the respective times of such signing and delivery, and is as
of the Closing Date, duly elected or appointed, qualified and acting as such
officer or representative, and the signatures of such persons appearing on such
documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller
(signed in his/her capacity as an officer), dated the Closing Date, and upon
which the Purchaser, the Underwriters and Initial Purchasers may rely, to the
effect that (i) such officer has carefully examined the
14
Specified Portions (as defined below) of the Free Writing Prospectus and nothing
has come to his/her attention that leads him/her to believe that the Specified
Portions of the Free Writing Prospectus, as of the Time of Sale 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,
(ii) such officer has carefully examined the Specified Portions (as defined
below) of the Prospectus Supplement and nothing has come to his/her attention
that leads him/her 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 (iii) such
officer has carefully examined the Specified Portions (as defined below) of the
Memorandum (pursuant to which certain classes of the Private Certificates are
being privately offered) and nothing has come to his/her attention that leads
him/her 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 each Free Writing Prospectus shall
consist of Annex A-1 to such Free Writing Prospectus, 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 such Free Writing Prospectus, 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 A-4 to the
Free Writing Prospectus, entitled "Sonoma Ridge Apartments Amortization
Schedule", Annex A-5 to the Free Writing Prospectus, entitled "Elm Ridge Center
Amortization Schedule", Annex B to such Free Writing Prospectus 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 such Free Writing Prospectus, 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 CD-ROM which
accompanies such Free Writing Prospectus (insofar as such CD-ROM is consistent
with Annex X-0, Xxxxx X-0 and/or Annex B), and the following sections of such
Free Writing Prospectus (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 Offering Prospectus--Relevant Parties--Sponsors/Mortgage Loan
Sellers", "Summary of Offering Prospectus--The Mortgage Loans and the Mortgaged
Real Properties", "Risk Factors--Risks Related to the Mortgage Loans",
"Description of the Mortgage Pool" and "Transaction Participants--The Sponsors"
and "Affiliations and Certain Relationships and Related Transactions".
The "Specified Portions" of the Prospectus Supplement shall consist
of Annex A-1 to the Prospectus Supplement, entitled "Certain Characteristics of
the Mortgage Loans"
15
(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 A-4 to the Prospectus Supplement, entitled "Sonoma
Ridge Apartments Amortization Schedule", Annex A-5 to the Prospectus Supplement,
entitled "Elm Ridge Center Amortization Schedule", 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
"Description of the Ten Largest Mortgage Loans and/or Groups of
Cross-Collateralized Mortgage Loans" (insofar as the information contained in
Annex C relates to the Mortgage Loans sold by the Seller hereunder), the CD-ROM
which accompanies the Prospectus Supplement (insofar as such CD-ROM 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--Sponsors/Mortgage Loan Sellers", "Summary of Prospectus Supplement--The
Mortgage Loans and the Mortgaged Real Properties", "Risk Factors--Risks Related
to the Mortgage Loans", "Description of the Mortgage Pool" and "Transaction
Participants--The Sponsors" and "Affiliations and Certain Relationships and
Related Transactions".
The "Specified Portions" of the Memorandum shall consist of the
Specified Portions of the Prospectus Supplement (as attached as an exhibit to
the Memorandum).
For purposes of this Section 6(d) and this Agreement, the following
terms have the meanings set forth below:
"Free Writing Prospectus" means each of the Offering Prospectus
dated November 20, 2006 and relating to the Publicly-Offered Certificates, as
supplemented and amended by the Offering Prospectus dated November 28, 2006 and
relating to the Publicly-Offered Certificates;
"Memorandum" means the confidential Private Placement Memorandum
dated December 1, 2006, and relating to the Private Certificates;
"Prospectus" means the prospectus dated September 13, 2006.
"Prospectus Supplement" means the prospectus supplement dated
December 1, 2006, that supplements the Prospectus and relates to the
Publicly-Offered Certificates; and
"Time of Sale" means December 1, 2006, at 12:30 p.m.
(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) an original or a
16
copy of a certificate of good standing of the Seller issued by the State of
California not earlier than 30 days prior to the Closing Date;
(f) A written opinion of counsel for the Seller relating to
organizational 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 applicable Master Servicer's 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)
17
holding such property, shall be deemed notifications to, or acknowledgments,
receipts or confirmations from, financial intermediaries, bailees or agents (as
applicable) of the secured party for the purpose of perfecting such security
interest under applicable law. The Seller and the Purchaser shall, to the extent
consistent with this Agreement, take such actions as may be necessary to ensure
that, if this Agreement were deemed to create a security interest in the
Mortgage Loans, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained
as such throughout the term of this Agreement and the Pooling and Servicing
Agreement. The Seller does hereby consent to the filing by the Purchaser of
financing statements relating to the transactions contemplated hereby without
the signature of the Seller.
SECTION 9. Notice of Exchange Act Reportable Events. The Seller
hereby agrees to deliver to the Purchaser any disclosure information relating to
any event, specifically relating to the Seller, reasonably determined in good
faith by the Purchaser as required to be reported on Form 8-K, Form 10-D or Form
10-K by the Trust Fund (in formatting reasonably appropriate for inclusion in
such form) insofar as such disclosure is required under Item 1117 or 1119 of
Regulation AB or Item 1.03 to Form 8-K. The Seller shall use reasonable efforts
to deliver proposed disclosure language relating to any event, specifically
relating to the Seller, described under Item 1117 or 1119 of Regulation AB or
Item 1.03 to Form 8-K to the Purchaser as soon as reasonably practicable after
the Seller becomes aware of such event and in no event more than (2) business
days following the occurrence of such event if such event is reportable under
Item 1.03 to Form 8-K. The obligation of the Seller to provide the above
referenced disclosure materials in any fiscal year of the Trust will terminate
upon the Trustee's filing a Form 15 with respect to the Trust as to that fiscal
year in accordance with Section 8.16 of the Pooling and Servicing Agreement or
the reporting requirements with respect to the Trust under the Securities
Exchange Act of 1934, as amended (the "1934 Act") have otherwise automatically
suspended. The Seller hereby acknowledges that the information to be provided by
it pursuant to this Section 9 will be used in the preparation of reports meeting
the reporting requirements of the Trust under Section 13(a) and/or Section 15(d)
of the 1934 Act.
SECTION 10. Notices. All notices, copies, requests, consents,
demands and other communications required hereunder shall be in writing and sent
either by certified mail (return receipt requested) or by courier service (proof
of delivery requested) to the intended recipient at the "Address for Notices"
specified for such party on Exhibit A hereto, 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 received, in each
case given or addressed as aforesaid.
SECTION 11. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser (and by the Purchaser to the Trustee).
SECTION 12. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without
18
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 13. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but which together
shall constitute one and the same agreement.
SECTION 14. GOVERNING LAW; WAIVER OF TRIAL BY JURY. THIS AGREEMENT
AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO
SHALL BE GOVERNED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF NEW
YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT. THE PARTIES HERETO
HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR
OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
SECTION 15. Attorneys' Fees. If any legal action, suit or proceeding
is commenced between the Seller and the Purchaser regarding their respective
rights and obligations under this Agreement, the prevailing party shall be
entitled to recover, in addition to damages or other relief, costs and expenses,
attorneys' fees and court costs (including, without limitation, expert witness
fees). As used herein, the term "prevailing party" shall mean the party that
obtains the principal relief it has sought, whether by compromise settlement or
judgment. If the party that commenced or instituted the action, suit or
proceeding shall dismiss or discontinue it without the concurrence of the other
party, such other party shall be deemed the prevailing party.
SECTION 16. 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 17. 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
19
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 18. 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 19. 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 20. Knowledge. Whenever a representation or warranty or
other statement in this Agreement (including, without limitation, Schedule I
hereto) is made with respect to a Person's "knowledge," such statement refers to
such Person's employees or agents who were or are responsible for or involved
with the indicated matter and have actual knowledge of the matter in question.
SECTION 21. 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 21. 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.
[SIGNATURE PAGES TO FOLLOW]
20
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.
SELLER
------
COUNTRYWIDE COMMERCIAL REAL ESTATE
FINANCE, INC.
By:
------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: First Vice President
PURCHASER
---------
XXXXXXX XXXXX MORTGAGE INVESTORS,
INC.
By:
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President
MLML MORTGAGE LOAN PURCHASE AGREEMENT
EXHIBIT A
Seller:
Address for Notices:
Countrywide Commercial Real Estate Finance, Inc.
0000 Xxxx Xxxxxxx XX-000
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx Xxxxxxxx
Purchaser:
Address for Notices:
Xxxxxxx Xxxxx Mortgage Investors, Inc.
c/o Global Commercial Real Estate
4 World Financial Center, 16th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxx
with a copy to:
Xxxxxxx Xxxxx Mortgage Investors, Inc.
c/o Global Commercial Real Estate
4 World Financial Center, 16th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Director of CMBS Securitizations
and
Xxxxxxx Xxxxx Mortgage Investors, Inc.
4 World Financial Center, 12th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel for Global
Commercial Real Estate in the Office
of the General Counsel
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 and the rights of a holder of a related Non-Trust
Loan pursuant to a Loan Combination Intercreditor Agreement). The Seller has
validly and effectively conveyed to the Purchaser all legal and beneficial
interest in and to each Mortgage Loan free and clear of any pledge, lien,
charge, security interest or other encumbrance (except for certain servicing
rights as provided in the Pooling and Servicing Agreement, any permitted
subservicing agreements and servicing rights purchase agreements pertaining
thereto); provided that recording and/or filing of various transfer documents
are to be completed after the Closing Date as contemplated hereby and by the
Pooling and Servicing Agreement. The sale of the Mortgage Loans to the Purchaser
or its designee does not require the Seller to obtain any governmental or
regulatory approval or consent that has not been obtained. Each Mortgage Note
is, or shall be as of the Closing Date, properly endorsed to the Purchaser or
its designee and each such endorsement is, or shall be as of the Closing Date,
genuine.
3. Payment Record. No scheduled payment of principal and/or
interest under any Mortgage Loan was 30 days or more past due as of the Due Date
for such Mortgage Loan in December 2006, without giving effect to any applicable
grace period, nor was any such payment 30 days or more delinquent since the date
of origination of any Mortgage Loan, 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; (g) if the related Mortgaged Property consists of one or
more units in a condominium, the related condominium declaration; and (h) the
rights of the holder of any Non-Trust Loan that is part of a related Loan
Combination to which any such Mortgage Loan belongs. The Permitted Encumbrances
do not, individually or in the aggregate, materially interfere with the security
intended to be provided by the related Mortgage, the current principal use of
the related Mortgaged Property, the Value of the Mortgaged Property or the
current ability of the related Mortgaged Property to generate income sufficient
to service such Mortgage Loan. The related assignment of such Mortgage executed
and delivered in favor of the Trustee is in recordable form (but for insertion
of the name and address of the assignee and any related recording information
which is not yet available to the Seller) and constitutes a legal, valid,
binding and, subject to the limitations and exceptions set forth in
representation 13 below, enforceable assignment of such Mortgage from the
relevant assignor to the Trustee.
5. Assignment of Leases and Rents. There exists, as part of the
related Mortgage File, an Assignment of Leases (either as a separate instrument
or as part of the Mortgage) that relates to and was delivered in connection with
each Mortgage Loan and that establishes and creates a valid, subsisting and,
subject to the limitations and exceptions set forth in representation 13 below,
enforceable first priority lien on and security interest in, subject to
applicable law, the property, rights and interests of the related Mortgagor
described therein, except for Permitted Encumbrances and except for the holder
of any Non-Trust Loan that is part of a related Loan Combination to which any
such Mortgage Loan belongs, and except that a license may have been granted to
the related Mortgagor to exercise certain rights and perform certain obligations
of the lessor under the relevant lease or leases, including, without limitation,
the right to operate the related leased property so long as no event of default
has occurred under such Mortgage Loan; and each assignor thereunder has the full
right to assign the same. The related assignment of any Assignment of Leases not
included in a Mortgage, executed and delivered in favor of the Trustee is in
recordable form (but for insertion of the name 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
Assignment of Leases from the relevant assignor to the Trustee. The related
Mortgage or related Assignment of Leases, subject to applicable law, provides
for the appointment of a receiver for the collection of rents or for the related
mortgagee to enter into possession of the related Mortgaged Property to collect
the rents or provides for rents to be paid directly to the related mortgagee, if
there is an event of default beyond applicable notice and grace periods. Except
for the holder of the related Non-Trust Loan
I-2
with respect to any Mortgage Loan that is part of a Loan Combination, no person
other than the related Mortgagor owns any interest in any payments due under the
related leases on which the Mortgagor is the landlord, covered by the related
Assignment of Leases.
6. Mortgage Status; Waivers and Modifications. In the case of
each Mortgage Loan, except by a written instrument which has been delivered to
the Purchaser or its designee as a part of the related Mortgage File, (a) the
related Mortgage (including any 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) November 20, 2006 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
I-3
amount of such Mortgage Loan after all advances of principal, insuring that the
related Mortgage is a valid first priority lien on such Mortgaged Property,
subject only to the Permitted Encumbrances, except that in the case of a
Mortgage Loan as to which the related Mortgaged Property is made up of more than
one parcel of property, each of which is secured by a separate Mortgage, such
Mortgage (and therefore the related Title Policy) may be in an amount less than
the original principal amount of the Mortgage Loan, but is not less than the
allocated amount of subject parcel constituting a portion of the related
Mortgaged Property. Such Title Policy (or, if it has yet to be issued, the
coverage to be provided thereby) is in full force and effect, all premiums
thereon have been paid, no material claims have been made thereunder and no
claims have been paid thereunder. No holder of the related Mortgage has done, by
act or omission, anything that would materially impair the coverage under such
Title Policy. Immediately following the transfer and assignment of the related
Mortgage Loan to the Trustee, such Title Policy (or, if it has yet to be issued,
the coverage to be provided thereby) inures to the benefit of the Trustee as
sole insured without the consent of or notice to the insurer. Such Title Policy
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 Park La Brea Apartments
Trust Mortgage Loan, subject to the rights of the JP Series 2006-LDP8 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.
I-4
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
I-5
investigation or remediation by the related Mortgagor under, or otherwise be a
material violation of, any applicable environmental law. The Mortgage Loan
documents for each Mortgage Loan require the related Mortgagor to comply in all
material respects with all applicable federal, state and local environmental
laws and regulations. Each of the Mortgage Loans identified on Annex C hereto is
covered by a secured creditor environmental insurance policy and each such
policy is noncancellable during its term, is in the amount at least equal to
125% of the principal balance of the Mortgage Loan, has a term ending no sooner
than the date which is five years after the maturity date of the Mortgage Loan
to which it relates and either does not provide for a deductible or the
deductible amount is held in escrow and all premiums have been paid in full.
Each Mortgagor represents and warrants in the related Mortgage Loan documents
that except as set forth in certain environmental reports and to its knowledge
it has not used, caused or permitted to exist and will not use, cause or permit
to exist on the related Mortgaged Property any hazardous materials in any manner
which violates federal, state or local laws, ordinances, regulations, orders,
directives or policies governing the use, storage, treatment, transportation,
manufacture, refinement, handling, production or disposal of hazardous
materials. The related Mortgagor (or affiliate thereof) has agreed to indemnify,
defend and hold the Seller and its 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 one form of
action law 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
I-6
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 full insurable value of the related
Mortgaged Property or (2) the maximum amount of insurance available. Each
Mortgaged Property located in California or in seismic zones 3 and 4 is covered
by seismic insurance to the extent such Mortgaged Property has a probable
maximum loss of greater than twenty percent (20%) of the replacement value of
the related improvements, calculated using methodology acceptable to a
reasonably prudent commercial mortgage lender with respect to similar properties
in the same area or earthquake zone. Each Mortgaged Property located within
Florida or within 25 miles of the coast of North Carolina, South Carolina,
Georgia, Alabama, Mississippi, Louisiana or Texas is insured by windstorm
insurance in an amount at least equal to the lesser of (i) the outstanding
principal balance of the related Mortgage Loan and (ii) 100% of the insurable
replacement cost of the improvements located on such Mortgaged Property (less
physical depreciation). All such hazard and flood insurance policies contain a
standard mortgagee clause for the benefit of the holder of the related Mortgage,
its successors and assigns, as mortgagee, and are not terminable (nor may the
amount of coverage provided thereunder be reduced) without at least 10 days'
prior written notice to the mortgagee; and no such notice has been received,
including any notice of nonpayment of premiums, that has not been cured.
Additionally, for any Mortgage Loan having a Cut-off Date Balance equal to or
greater than $20,000,000, the insurer for all of the required coverages set
forth herein has a claims paying ability or financial strength rating from S&P
or Xxxxx'x of not less than A-minus (or the equivalent), or from A.M. Best
Company of not less than "A-minus: V" (or the equivalent) and, if rated by
Fitch, of not less than "A-" from Fitch (or the equivalent). With respect to
each Mortgage Loan, the related Mortgage Loan documents require that the related
Mortgagor or a tenant of such Mortgagor maintain insurance as described above or
permit the related mortgagee to require insurance as described above. Except
under circumstances that would be reasonably acceptable to a prudent commercial
mortgage lender or that would not otherwise materially and adversely affect the
security intended to be provided by the related Mortgage, the Mortgage Loan
documents for each Mortgage Loan provide that proceeds paid under any such
casualty insurance policy will (or, at the lender's option, will) be applied
either to the repair or restoration of all or part of the related Mortgaged
Property or to the payment of amounts due under such
I-7
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. Leasehold Estate. If any Mortgage Loan is secured by the
interest of a Mortgagor as a lessee under a ground lease of all or a material
portion of a Mortgaged Property (together with any and all written amendments
and modifications thereof and any and all estoppels from or other agreements
with the ground lessor, a "Ground Lease"), but not by the related fee interest
in such Mortgaged Property or such material portion thereof (the "Fee
Interest"), then:
I-8
(i) such Ground Lease or a memorandum thereof has been or will
be duly recorded; such Ground Lease permits the interest of the lessee
thereunder to be encumbered by the related Mortgage; and there has been no
material change in the terms of such Ground Lease since its recordation,
with the exception of material changes reflected in written instruments
which are a part of the related Mortgage File; and if required by such
Ground Lease, the lessor thereunder has received notice of the lien of the
related Mortgage in accordance with the provisions of such Ground Lease;
(ii) the related lessee's leasehold interest in the portion of
the related Mortgaged Property covered by such Ground Lease is not subject
to any liens or encumbrances superior to, or of equal priority with, the
related Mortgage, other than the related Fee Interest and Permitted
Encumbrances;
(iii) upon foreclosure of such Mortgage Loan (or acceptance of a
deed in lieu thereof), the Mortgagor's interest in such Ground Lease is
assignable to, and is thereafter further assignable by, the Purchaser upon
notice to, but without the consent of, the lessor thereunder (or, if such
consent is required, it has been obtained); provided that such Ground
Lease has not been terminated and all amounts owed thereunder have been
paid;
(iv) such Ground Lease is in full force and effect, and, to the
Seller's knowledge, no material default has occurred under such Ground
Lease;
(v) such Ground Lease requires the lessor thereunder to give
notice of any default by the lessee to the mortgagee under such Mortgage
Loan; and such Ground Lease further provides that no notice of termination
given under such Ground Lease is effective against the mortgagee under
such Mortgage Loan unless a copy has been delivered to such mortgagee in
the manner described in such Ground Lease;
(vi) the mortgagee under such Mortgage Loan is permitted a
reasonable opportunity (including, where necessary, sufficient time to
gain possession of the interest of the lessee under such Ground Lease) to
cure any default under such Ground Lease, which is curable after the
receipt of notice of any such default, before the lessor thereunder may
terminate such Ground Lease;
(vii) such Ground Lease either (i) has an original term which
extends not less than twenty (20) years beyond the Stated Maturity Date of
such Mortgage Loan, or (ii) has an original term which does not end prior
to the 5th anniversary of the Stated Maturity Date of such Mortgage Loan
and has extension options that are exercisable by the lender upon its
taking possession of the Mortgagor's leasehold interest and that, if
exercised, would cause the term of such Ground Lease to extend not less
than twenty (20) years beyond the Stated Maturity Date of such Mortgage
Loan;
(viii) such Ground Lease requires the lessor to enter into a new
lease with a mortgagee upon termination of such Ground Lease for any
reason, including as a result of a rejection of such Ground Lease in a
bankruptcy proceeding involving the related Mortgagor, unless the
mortgagee under such Mortgage Loan fails to cure a default of the
I-9
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).
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 (a) amounts paid by the tenant as specifically provided
under a related lease or by the property manager or (b) application and
commitment fees, escrow funds, points and reimbursements for fees and expenses
incurred in connection with the origination and funding of the Mortgage Loan),
for the payment of any amount required by such Mortgage Loan, except for
interest accruing from the date of origination of such Mortgage Loan or the date
of disbursement of the Mortgage Loan proceeds, whichever is later, to the date
which preceded by 30 days the first due date under the related Mortgage Note.
21. No Equity Interest, Equity Participation or Contingent
Interest. No Mortgage Loan contains any equity participation by the mortgagee
thereunder, is convertible by its terms into an equity ownership interest in the
related Mortgaged Property or the related Mortgagor, provides for any contingent
or additional interest in the form of participation in the cash flow of the
related Mortgaged Property, or provides for the negative amortization of
I-10
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 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
I-11
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, the related lessee, franchise
or operator was in possession of all material licenses, permits and franchises
required by applicable law for the ownership and operation of the related
Mortgaged Property as it was then operated or such material licenses, permits
and franchises have otherwise been issued.
27. Cross-Collateralization. No Mortgage Loan is
cross-collateralized with any loan which is outside the Mortgage Pool. With
respect to any group of cross-collateralized Mortgage Loans, the sum of the
amounts of the respective Mortgages recorded on the related Mortgaged Properties
with respect to such Mortgage Loans is at least equal to the total amount of
such Mortgage Loans.
28. Releases of Mortgaged Properties. No Mortgage Note or
Mortgage requires the mortgagee to release all or any material portion of the
related Mortgaged Property from the lien of the related Mortgage except upon (i)
payment in full of all amounts due under the related Mortgage Loan or (ii)
delivery of "government securities" within the meaning of Section 2(a)(16) of
the Investment Company Act of 1940, as amended (the "Investment Company Act"),
in connection with a defeasance of the related Mortgage Loan; provided that the
Mortgage Loans that are Crossed Loans, and the other individual Mortgage Loans
secured by multiple parcels, may require the respective mortgagee(s) to grant
releases of portions of the related Mortgaged Property or the release of one or
more related Mortgaged Properties upon (i) the satisfaction of certain legal and
underwriting requirements or (ii) the payment of a release price in connection
therewith; and provided, further, that certain Crossed Groups or individual
Mortgage Loans secured by multiple parcels may permit the related Mortgagor to
obtain the release of one or more of the related Mortgaged Properties by
substituting comparable real estate property, subject to, among other conditions
precedent, receipt of confirmation from each Rating Agency that such release and
substitution will not result in a qualification, downgrade or withdrawal of any
of its then-current ratings of the Certificates; and provided, further, that any
Mortgage Loan may permit the unconditional release of one or more unimproved
parcels of land to which the Seller did not give any material value in
underwriting the Mortgage Loan.
29. Defeasance. Each Mortgage Loan that contains a provision for
any defeasance of mortgage collateral permits defeasance (i) no earlier than two
years following the Closing Date and (ii) only with substitute collateral
constituting "government securities" within the meaning of Section 2(a)(16) of
the Investment Company Act. To the Seller's knowledge, the provisions of each
such Mortgage Loan, if any, permitting defeasance are only for the purpose of
facilitating the disposition of a Mortgaged Property and are not part of an
arrangement to collateralize a REMIC offering with obligations that are not real
estate mortgages.
30. Defeasance and Assumption Costs. If any Mortgage Loan
permits defeasance, then the related Mortgage Loan documents provide that the
related Mortgagor is responsible for the payment of all reasonable costs and
expenses associated with defeasance incurred by the related mortgagee, including
Rating Agency fees. If any Mortgage Loan permits assumptions, then the related
Mortgage Loan documents provide that the related Mortgagor is responsible for
all reasonable costs and expenses associated with an assumption incurred by the
related mortgagee.
I-12
31. Fixed Rate Loans. Each Mortgage Loan bears interest at a
rate that remains fixed throughout the remaining term of such Mortgage Loan,
except in the case of an ARD Loan after its Anticipated Repayment Date and
except for the imposition of a default rate.
32. Inspection. The Seller or an affiliate thereof inspected, or
caused the inspection of, the related Mortgaged Property within the preceding
twelve (12) months.
33. No Material Default. To the Seller's knowledge, after due
inquiry consistent with the inquiry a reasonably prudent commercial mortgage
lender would conduct under similar circumstances, there exists no material
default, breach, violation or event of acceleration under the Mortgage Note or
Mortgage for any Mortgage Loan (other than payments due but not yet 30 days or
more delinquent); provided, however, that this representation and warranty does
not cover any default, breach, violation or event of acceleration that pertains
to or arises out of the subject matter otherwise covered by any other
representation and warranty made by the Seller in this Schedule I.
34. Due-on-Sale. The Mortgage, Mortgage Note or loan agreement
for each Mortgage Loan contains a "due-on-sale" clause, which provides for the
acceleration of the payment of the unpaid principal balance of such Mortgage
Loan if, without the prior written consent of the holder of such Mortgage,
either the related Mortgaged Property, or any direct controlling equity interest
in the related Mortgagor, is transferred or sold, other than by reason of family
and estate planning transfers, transfers by devise or descent or by operation of
law upon death, transfers of less than a controlling interest in the Mortgagor,
transfers of shares in public companies, issuance of non-controlling new equity
interests, transfers to an affiliate meeting the requirements of the Mortgage
Loan, transfers among existing members, partners or shareholders in the
Mortgagor, transfers among affiliated Mortgagors with respect to
cross-collateralized Mortgage Loans or multi-property Mortgage Loans, transfers
among co-Mortgagors, transfers of worn-out or obsolete furniture, furnishings
and equipment or transfers of a similar nature to the foregoing meeting the
requirements of the Mortgage Loan.
35. Single Purpose Entity. The Mortgagor on each Mortgage Loan
with a Cut-off Date Balance of $5,000,000 or more, was, as of the origination of
the Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose
Entity" shall mean an entity, other than an individual, whose organizational
documents provide substantially to the effect that it was formed or organized
solely for the purpose of owning and operating one or more of the Mortgaged
Properties securing the Mortgage Loans and prohibit it from engaging in any
business unrelated to such Mortgaged Property or Properties, and whose
organizational documents further provide, or which entity represented in the
related Mortgage Loan documents, substantially to the effect that it does not
have any material assets other than those related to its interest in and
operation of such Mortgaged Property or Properties, or any indebtedness other
than as permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person, that it holds itself out as a legal entity (separate and
apart from any other person), that it will not guarantee or assume the debts of
any other person, that it will not commingle assets with affiliates, and that it
will not transact business with affiliates (except to the extent required by any
cash management provisions of the related Mortgage Loan documents) except on an
arm's-length basis.
I-13
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 and/or interest. If any ARD Loan is not paid in full by its
Anticipated Repayment Date, and assuming it is not otherwise in default, (i) the
rate at which such ARD Loan accrues interest will increase by at least two (2)
percentage points and (ii) the related Mortgagor is required to enter into a
lockbox arrangement on the ARD Loan whereby all revenue from the related
Mortgaged Property shall be deposited directly into a designated account
controlled by the applicable servicer.
39. Security Interests. A UCC financing statement has been filed
and/or recorded, or submitted for filing and/or recording (or submitted to a
title company for filing and/or recording pursuant to escrow instructions), in
all places necessary to perfect (to the extent that the filing or recording of
such a UCC financing statement can perfect such a security interest) a valid
security interest in the personal property of the related Mortgagor granted
under the related Mortgage. If any Mortgaged Property securing a Mortgage Loan
is operated as a hospitality property, then (a) the security agreements,
financing statements or other instruments, if any, related to the Mortgage Loan
secured by such Mortgaged Property establish and create a valid security
interest in all items of personal property owned by the related Mortgagor which
are material to the conduct in the ordinary course of the Mortgagor's business
on the related Mortgaged Property, subject only to purchase money security
interests, personal property leases and security interests to secure revolving
lines of credit and similar financing; and (b) one or more UCC financing
statements covering such personal property have been filed and/or recorded (or
have been sent for filing or recording or submitted to a title company for
filing or recording pursuant to escrow instructions) wherever necessary to
perfect under applicable law such security interests (to the extent a security
interest in such personal property can be perfected by the filing or recording
of a UCC financing statement under applicable law). The related assignment of
such security interest (but for insertion of the name of the assignee and any
related information which is not yet available to the Seller) executed and
delivered in favor of the Trustee constitutes a legal, valid and, subject to the
limitations and exceptions set forth in representation 13 hereof, binding
assignment thereof from the relevant assignor to the Trustee. Notwithstanding
any of the foregoing, no representation is made as to the perfection of any
security interest in rents or other personal property to the extent that
possession or control of such items or actions other than the filing or
recording of UCC Financing Statements are required in order to effect such
perfection.
40. Prepayment Premiums and Yield Maintenance Charges.
Prepayment Premiums and Yield Maintenance Charges payable with respect to each
Mortgage Loan, if any, constitute "customary prepayment penalties" within
meaning of Treasury Regulations Section 1.860G-1(b)(2).
I-14
41. Commencement of Amortization. Unless such Mortgage Loan
provides for interest only payments prior to its Stated Maturity Date or, in the
case of an ARD Loan, prior to its Anticipated Repayment Date, each Mortgage Loan
begins to amortize prior to its Stated Maturity Date or, in the case of an ARD
Loan, prior to its Anticipated Repayment Date.
42. Servicing Rights. Except as provided in the Pooling and
Servicing Agreement, any permitted subservicing agreements and servicing rights
purchase agreements pertaining thereto, no Person has been granted or conveyed
the right to service any Mortgage Loan or receive any consideration in
connection therewith which will remain in effect after the Closing Date.
43. Recourse. The related Mortgage Loan documents contain
provisions providing for recourse against the related Mortgagor, a principal of
such Mortgagor or an entity controlled by a principal of such Mortgagor, for
damages, liabilities, expenses or claims sustained in connection with the
Mortgagor's fraud, material (or, alternatively, intentional) misrepresentation,
waste or misappropriation of any tenant security deposits (in some cases, only
after foreclosure or an action in respect thereof), rent (in some cases, only
after an event of default), insurance proceeds or condemnation awards. The
related Mortgage Loan documents contain provisions pursuant to which the related
Mortgagor, a principal of such Mortgagor or an entity controlled by a principal
of such Mortgagor, has agreed to indemnify the mortgagee for damages resulting
from violations of any applicable environmental laws.
44. Assignment of Collateral. There is no material collateral
securing any Mortgage Loan that is not being assigned to the Purchaser.
45. Fee Simple Interest. Unless such Mortgage Loan is secured in
whole or in material part by a Ground Lease and is therefore the subject of
representation 18, the interest of the related Mortgagor in the Mortgaged
Property securing each Mortgage Loan is a fee simple interest in real property
and the improvements thereon, except for any portion of such Mortgaged Property
that consists of a leasehold estate that is not a material ground lease, which
ground lease is not the subject of representation 18.
46. Escrows. All escrow deposits (including capital improvements
and environmental remediation reserves) relating to any Mortgage Loan that were
required to be delivered to the lender under the terms of the related Mortgage
Loan documents, have been received and, to the extent of any remaining balances
of such escrow deposits, are in the possession or under the control of Seller or
its agents (which shall include the applicable 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
I-15
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 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 policy, then the Seller:
(i) has disclosed, or is aware that there has been disclosed, in
the application for such policy or otherwise to the insurer under such policy
the "pollution conditions" (as defined in such policy) identified in any
environmental reports related to such Mortgaged Property which are in the
Seller's possession or are otherwise known to the Seller; or
(ii) has delivered or caused to be delivered to the insurer under
such policy copies of all environmental reports in the Seller's possession
related to such Mortgaged Property;
in each case to the extent that the failure to make any such disclosure or
deliver any such report would materially and adversely affect the Purchaser's
ability to recover under such policy.
50. No Fraud. No fraud with respect to a Mortgage Loan has taken
place on the part of the Seller or any affiliated originator in connection with
the origination of any Mortgage Loan.
51. Servicing. The servicing and collection practices used with
respect to each Mortgage Loan in all material respects have met customary
standards utilized by prudent commercial mortgage loan servicers with respect to
whole loans.
52. Appraisal. In connection with its origination or acquisition
of each Mortgage Loan, the Seller obtained an appraisal of the related Mortgaged
Property, which appraisal is signed by an appraiser, who, to the Seller's
knowledge, had no interest, direct or indirect, in the Mortgaged Property or the
Mortgagor or in any loan made on the security thereof, and whose compensation is
not affected by the approval or disapproval of the Mortgage Loan; the appraisal,
or a letter from the appraiser, states that such appraisal satisfies the
requirements of the "Uniform Standards of Professional Appraisal Practice" as
adopted by the Appraisal Standards Board of the Appraisal Foundation, all as in
effect on the date the Mortgage Loan was originated.
53. Origination of the Mortgage Loans. The Seller originated all
of the Mortgage Loans.
I-16
ANNEX A (TO SCHEDULE I)
EXCEPTIONS TO THE REPRESENTATIONS AND WARRANTIES
Representation numbers referred to below relate to the corresponding
Mortgage Loan representations and warranties set forth in Schedule I to the
Mortgage Loan Purchase Agreement for Countrywide.
Note: The Mortgage Loan known as Anchor Square Plaza, identified on
Annex A-1 by ID # 149, has an Indemnity Deed of Trust structure. The related
borrower under such Mortgage Loan executed and delivered the related note to the
lender and is obligated to make payments thereunder. The related property owner
for such Mortgage Loan has guaranteed all amounts payable by the borrower under
the related note, which guaranty is secured by an indemnity deed of trust in
favor of the lender. With respect to the above referenced Mortgage Loan, certain
of the representations regarding the borrower refer to the property owner of the
related Mortgaged Property.
---------------------------------------------------------------------------------------------------------------------
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
---------------------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 7: CONDITION OF PROPERTY; CONDEMNATION.
---------------------------------------------------------------------------------------------------------------------
240 Arrowhead MHP Approximately seven of the sixty-one mobile homes located on
the Mortgaged Property encroach over the property boundaries.
The encroaching mobile homes can be moved so that they are
entirely situated on the Mortgaged Property if necessary. The
borrower and recourse guarantor have full recourse to lender for
any losses sustained by lender as a result of encroachment by
any mobile home over the property lines (including all costs and
expenses of moving same, if ever required), or as a result of
any boundary line dispute with any adjoining property owner or
claimant thereto.
---------------------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 8: TITLE INSURANCE.
---------------------------------------------------------------------------------------------------------------------
000 Xxxxxxxxxxx Xxxxxx The Title Policy contains no exclusion for whether the
related Mortgaged Property has access to a public road, however
the Mortgaged Property's access to the public road is through
government owned land over which there is no easement.
---------------------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 10: MORTGAGE PROVISIONS.
---------------------------------------------------------------------------------------------------------------------
Various All of the exceptions made to representation number 14 regarding
terrorism insurance are incorporated herein by reference as if
made herein.
---------------------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 12: ENVIRONMENTAL CONDITIONS.
---------------------------------------------------------------------------------------------------------------------
000 Xxxxxxxxx Xxxxx & Xxx The environmental assessment report with regard to the Mortgaged
Ridge Plaza Properties, is dated more than twelve (12)
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
---------------------------------------------------------------------------------------------------------------------
months prior to the date hereof.
---------------------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 14: INSURANCE.
---------------------------------------------------------------------------------------------------------------------
Various With respect to VARIOUS COUNTRYWIDE MORTGAGE LOANS (other than
any exceptions herein to the contrary), for so long as the
Terrorism Risk Insurance Act of 2002 ("TRIA") is in effect
(including any extensions), the lender shall accept terrorism
insurance which covers against "covered acts" as defined by
TRIA. In addition, the borrower may only be required to maintain
insurance covering for loss resulting from perils of terrorism
and acts of terrorism to the extent such coverage is available
at commercially reasonable rates.
---------------------------------------------------------------------------------------------------------------------
53 Tarzana Office Properties The borrower is only required to maintain terrorism insurance
coverage to the extent such insurance is available for a premium
equal to 150% of the total annual premium for insurance without
terrorism coverage.
---------------------------------------------------------------------------------------------------------------------
000 Xxxxxxxxx Xxxxx The borrower is only required to maintain terrorism insurance
coverage to the extent such insurance is available for a premium
equal to 100% of the total annual premium for insurance without
terrorism coverage.
---------------------------------------------------------------------------------------------------------------------
94 Flextronics The borrower is only required to maintain terrorism insurance to
the extent such insurance is available for a premium equal to
75% of the total annual premium for insurance without terrorism
insurance.
---------------------------------------------------------------------------------------------------------------------
93, 107, Courtyard Marriot - Danbury, The borrower currently has layered property coverage totaling
000, 000 Xxxxxxxxx Xxxxxxx - Xxxxxxx, $50,000,000.00 per occurrence, subject to a $25,000 per
Hampton Inn - Ellenton, occurrence deductible. The borrower's property insurance
Hampton Inn - Windsor carriers are Lexington Insurance Company, Allied World Assurance
Company, Hartford Insurance Company, Traders and Pacific /
Xxxxxxxx Insurance Company and Landmark American Insurance
Company. The borrower has layered liability coverage with the
first layer held by Great Divide Insurance Company, and the
second layer held by ARCH Specialty Insurance Company, currently
subject to a $100,000.00 self insured retention.
---------------------------------------------------------------------------------------------------------------------
000 Xxxxxx Xxxxxx Xxxxx The borrower is not required to maintain terrorism insurance
with respect to a portion of the Mortgaged Property, provided
that SuperValu, Inc. is in occupancy of such space.
---------------------------------------------------------------------------------------------------------------------
171, 197, WWG Glendale, WWG Los The borrower is only required to maintain terrorism
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
---------------------------------------------------------------------------------------------------------------------
120 Angeles, Paradise Valley insurance coverage that is available for a premium equal to 150%
Medical Plaza of the total annual premium for property insurance and business
interruption insurance.
--------------------------------------------------------------------------------------------------------------------
267 Iron Mountain The borrower's current policy has a $25,000.00 property
deductible and a $10,000.00 general liability deductible; in the
event of a carrier downgrade, the borrower is required to
provide policies with deductibles not exceeding $10,000.00 in
the aggregate.
---------------------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 17: LOCAL LAW COMPLIANCE.
---------------------------------------------------------------------------------------------------------------------
85 Xxxxxxxx Industrial The zoning report indicates that compliance with ADA requires 5
handicap parking spaces at the mortgaged property but only one
such space currently exists. There is adequate space to stripe
the remaining handicap spaces if required.
---------------------------------------------------------------------------------------------------------------------
253 Available Self-Storage The Mortgaged Property is legally nonconforming and may be
rebuilt provided that if more than 50% of the Mortgaged Property
is destroyed it must be rebuilt in conformity with zoning
regulations, except that, the borrower may obtain a conditional
use permit to rebuild and continue to operate the property as a
self-storage facility.
---------------------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 18: LEASEHOLD ESTATE.
---------------------------------------------------------------------------------------------------------------------
197 WWG Los Angeles The ground lease does not provide that no notice of termination
(v) given under such ground lease is effective against the lender
under such Mortgage Loan unless a copy has been delivered to
such lender.
---------------------------------------------------------------------------------------------------------------------
197 WWG Los Angeles Although the lender is permitted a reasonable opportunity to
(vi) cure any default under the ground lease, which is curable after
the receipt of notice of any such default, before the lessor
thereunder may terminate such ground lease, the ground lessor is
not specifically precluded from terminating the ground lease
where possession of the Mortgaged Property is required to cure
or where the related default is not susceptible to cure by
lender.
---------------------------------------------------------------------------------------------------------------------
197 WWG Los Angeles The ground lessor's consent is required in order to sublease
(x) more than 40% of the Mortgaged Property to one entity or person.
---------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 23: OTHER MORTGAGE LIENS.
---------------------------------------------------------------------------------------------------------------------
236 Storage One at Xxxxxx The Mortgaged Loan documents permit the borrower to incur
subordinate debt secured by the Mortgaged Property subject to
certain conditions, including: (i) the aggregate indebtedness
not exceed seventy, (ii) the aggregate debt service coverage
ratio is at least 1.20x and (iii) execution of a subordination
and standstill agreement acceptable to the lender.
---------------------------------------------------------------------------------------------------------------------
237 Woodbury Courts The Mortgaged Property is encumbered by a junior mortgage in the
amount of $500,000, the junior mortgage is subject to a
standstill and subordination agreement.
---------------------------------------------------------------------------------------------------------------------
268 Cypress Center The Mortgaged Loan documents permit the borrower to incur
subordinate debt secured by the Mortgaged Property provided that
the aggregate indebtedness not exceed seventy-five percent (75%)
of the fair market value of the Mortgaged Property and the
aggregate debt service coverage ratio for (i) the trailing
twelve (12) month period is at least 1.20x and (ii) projected
for the twelve (12) month period following the making of the
Secondary Loan is at least 1.20x.
---------------------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 26: LICENSES AND PERMITS.
---------------------------------------------------------------------------------------------------------------------
000 Xxxxxxxx Xxxx, Xxxxxx Xxxx The borrower has applied for, but has not obtained, a liquor
license from the California Department of Alcoholic Beverage
Control.
---------------------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 28: RELEASES OF MORTGAGED PROPERTY.
---------------------------------------------------------------------------------------------------------------------
3, 4, 5, 6, YPI Transwestern Portfolio The Mortgage Loan documents provide that a third party purchaser
7, 8 may purchase from the borrower one or more individual Mortgaged
Properties and assume that portion of the Mortgage Loan related
to such individual Mortgaged Properties. In such event, the
related Mortgaged Property will be released from the lien of the
Mortgage securing the YPI Mortgage Loan and will no longer be
cross collateralized with the YPI Loan. Rather, the individual
Mortgaged Properties so released will be collateral for a trust
fund asset evidenced by a new note.
---------------------------------------------------------------------------------------------------------------------
19 Long Beach Marketplace The borrower has a right to obtain a release of a portion of the
Mortgaged Property which is improved by a movie theater, subject
to certain conditions including that: (i) the remaining portion
of the Mortgaged Property comply with all applicable legal
requirements, (ii) be subdivided into a separate tax parcel,
(iii) benefit from any necessary appurtenant easements, (iv) the
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
---------------------------------------------------------------------------------------------------------------------
released portion of the Mortgaged Property be conveyed to a
person other than the borrower, and (v) the lender receives
payment of its costs and expenses in connection with such
release. The lender did not underwrite any income attributable
to the portion of the Mortgaged Property which may be released.
---------------------------------------------------------------------------------------------------------------------
245 Xxxxxx Line The sole tenant has the right to purchase the Mortgaged Property
from the borrower under the following circumstances: (1) if the
tenant's continued use of the Mortgaged Property is no longer
economically feasible and the tenant intends to cease a
substantial portion of its operations at the Mortgaged Property;
(2) after a condemnation, the borrower may (or under certain
circumstances, is required to) purchase the Mortgaged Property -
in such case, the borrower is deemed to have accepted the
tenant's offer unless the borrower delivers a written rejection
of the offer; (3) after a tenant default under the lease, as one
of borrower's remedies, the borrower may accept tenant's deemed
offer to purchase; or (4) after a tenant default under the
lease, the lease guarantor is deemed to have made an irrevocable
offer to purchase the Mortgaged Property, and the borrower is
deemed to have accepted this offer unless the borrower delivers
a written rejection of this offer to the lease guarantor, which
rejection is countersigned by the lender. With respect to these
purchase options (or deemed offers to purchase), in the SDNA,
the tenant has agreed to give concurrent notice to lender upon
the occurrence of the purchase offer and to pay the lender
directly if the lender accepts the purchase offer. If the
purchase option is exercised (a) prior to the expiration of the
defeasance lockout period, the borrower is required to prepay
the Mortgage Loan with yield maintenance, (b) after the
expiration of the defeasance lockout period, the borrower is
required to defease the Mortgage Loan. In each of (a) and (b)
above, if the lender accepts the purchase offer, then the lender
would be required to release the property from the lien of the
Mortgage and the borrower would not be responsible for any
shortfall between the amount of the purchase offer and the
amount required to prepay the Mortgage Loan with yield
maintenance or costs of defeasance.
---------------------------------------------------------------------------------------------------------------------
EXCEPTION TO REPRESENTATION 30: DEFEASANCE AND ASSUMPTION COSTS.
---------------------------------------------------------------------------------------------------------------------
145 Xxxxxx Line In the event the lender accepts a purchase offer, then the
borrower is not responsible for any shortfall between the amount
of the purchase offer and the amount required to defease the
Mortgage Loan (and the borrower would not be responsible for
costs and
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
---------------------------------------------------------------------------------------------------------------------
expenses of the defeasance to the extent purchase offer is
insufficient to cover such costs). In the case of an assumption,
the borrower is not required to pay lender a transfer fee
(whether the transfer is of equity interests or of the Mortgaged
Property).
---------------------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 34: DUE-ON SALE.
---------------------------------------------------------------------------------------------------------------------
All Countrywide Mortgage With respect to all of the Countrywide Mortgage Loans, without
Loans consent of the lender, the Mortgage Loan documents permit
transfers (i) of more than 49% of the total direct or indirect
equity interest in the borrower or any indirect or direct equity
interest that results in a change of control of the borrower, or
(ii) of all or substantially all of the Mortgaged Property, in
each case, to another party (the "Transferee Borrower"),
provided that prior to such sale or transfer the following
conditions, among others, are met: (a) the payment of a transfer
fee (in most cases) by the borrower, (b) reasonable approval by
the lender of the identity, experience, financial condition,
creditworthiness, single purpose nature and bankruptcy
remoteness of the Transferee Borrower and the replacement
guarantors and indemnitors, (c) the delivery of acceptable
documentation as may be reasonably required by the lender from
the borrower, the Transferee Borrower, guarantor and the
replacement guarantors and indemnitors (including, without
limitation, assumption documents), (d) delivery of the opinion
letters relating to such transfer (including, without
limitation, tax, bankruptcy and REMIC opinions) in form and
substance reasonably satisfactory to the lender in the lender's
reasonable discretion, (e) delivery of title endorsement
acceptable to the lender and (f) payment from the borrower of
all reasonable expenses incurred by the lender in connection
with such transfer, including, without limitation, the lender's
reasonable attorneys fees and expenses, all recording fees, and
all fees payable to the Title Company for the delivery to lender
of title endorsements. With respect to certain of the
Countrywide Mortgage Loans, the Mortgage Loan documents permit,
without consent, transfers (x) among existing principals, even
if there is a change control, (y) that accommodate a 1031
exchange or reverse 1031 or (z) with respect to Mortgage Loans
to tenant-in-common borrowers, transfers among and to additional
tenant-in-common borrowers.
In addition the Countrywide Mortgage Loan documents generally
provide that in determining whether the transfer of equity
interests in the borrower is a permitted transfer not requiring
the lender's prior consent, such
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
---------------------------------------------------------------------------------------------------------------------
determination is made by looking to transfers of "direct or
indirect", "legal or beneficial equity interests" (rather than
solely a direct equity transfer in the borrower resulting in a
change of control under this Representation) and limits such
transfers to an aggregate 49% interest that does not result in a
change of control of the borrower. Also, the Countrywide
Mortgage Loan documents permit transfers of non-material leases
or material leases that are approved by lender.
---------------------------------------------------------------------------------------------------------------------
3, 4, 5, 6, YPI Transwestern Portfolio The Mortgage Loan documents permit (i) transfers of a
7, 8 controlling interest in Mortgagor or all or substantially all of
the Mortgaged Property, subject to certain conditions including
payment of a 1/2 percent transfer fee and rating agency
approval, (ii) the pledge of ownership interests in the borrower
to secure the mezzanine loan and the foreclosure by mezzanine
lender, a "Qualified Transferee" or any holder of preferred
equity in mezzanine borrower on such ownership interests, (iii)
transfers of direct or indirect equity interests in borrower or
the Mortgaged Property to certain approved REITs controlled by
the guarantor (and transfers of interests in such approved REITs
so long as such transfers do not result in a change of control
of borrower), (iv) transfers among existing members of mezzanine
borrower so long as such transfers do not result in a change of
control of borrower, (v) certain transfers provided for in the
limited liability company agreement of YPI CD Portfolio
Holdings, LLC, provided that any such transfer that results in
the appointment of a replacement manager or managing member of
such entity or a replacement guarantor for any portion of the
Mortgage Loan, shall be subject to certain conditions including
rating agency approval, and (vi) transfers of one or more
individual properties securing the Mortgage Loan to a third
party purchaser, subject to certain conditions including payment
of a 1/2 percent transfer fee and rating agency approval.
---------------------------------------------------------------------------------------------------------------------
19 Long Beach Marketplace The Mortgage Loan documents permit transfers of
tenancy-in-common interest in the property to additional
tenant-in-common borrowers wholly owned and controlled, directly
or indirectly, by Xxxxx Xxx and/or Xxx Po Xxxx, provided that,
Xxxxx Xxxxx continues to control the Mortgaged Property and
day-to-day operations thereof pursuant to the tenants-in-common
agreement..
---------------------------------------------------------------------------------------------------------------------
00 Xxx Xxxxx Xxxxxx The Mortgage Loan documents permit transfers of
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
---------------------------------------------------------------------------------------------------------------------
direct or indirect equity interests in the borrower which in the
aggregate during the term of the Mortgage Loan (i) do not exceed
forty-nine percent and one half (49.5%) of the total direct or
indirect legal or beneficial ownership interests in the
borrower, (ii) do not result in any shareholder's, partner's,
member's or other person's interest in the borrower exceeding
forty-nine and one half percent (49.5%) of the total direct or
indirect legal or beneficial ownership interests in the borrower
and (iii) do not result in a change in control of borrower,
provided, however, that notwithstanding the foregoing, Xxxxxxx
X. Basset, Jr., or an entity wholly-owned by Xxxxxxx X. Basset,
Jr., shall be permitted to increase his or its ownership
interest in the borrower and/or Elmgroup Management, Inc. and
maintain control of the borrower through the purchase of
additional ownership interests in the borrower from Talco
Contractors, Inc., Xxxx Xxxxxxxxx, or their successors.
---------------------------------------------------------------------------------------------------------------------
00 Xxxxxxx Xxx Xxxxx Xxxxxx The Mortgage Loan documents permit transfers of all of the
Seaport Mortgaged Property to a newly formed single purpose entity
("Newco") wholly owned directly or indirectly by Hersha
Hospitality Trust are permitted provided that, (i) Newco is a
bankruptcy remote entity which complies with the requirements of
the Loan Agreement and the replacement guarantors and
indemnitors shall be reasonably satisfactory to the lender, (ii)
the borrower, Newco, the guarantor and the replacement
guarantors and indemnitors shall execute and deliver any and all
documentation as may be reasonably required by the lender or
required by the rating agencies, as the case may be, in form and
substance reasonably satisfactory to the lender or satisfactory
to the rating agencies, as the case may be, in the lender's
reasonable discretion or the rating agencies' discretion. as
applicable (including assumption documents), (iii) counsel to
Newco and the replacement guarantors and indemnitors shall
deliver to the lender and the rating agencies opinion letters
relating to such transfer (including tax and bankruptcy
opinions) in form and substance reasonably satisfactory to the
lender and the rating agencies in the reasonable discretion of
each of the lender and the rating agencies, (iv) the borrower
shall deliver (or cause to be delivered) to the lender, an
endorsement to the lender's title insurance policy relating to
the change in the identity of the vestee and the execution and
delivery of the transfer documentation in form and substance
reasonably acceptable to the ender, (v) the borrower pays all
reasonable expenses incurred by the lender in
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
---------------------------------------------------------------------------------------------------------------------
connection with such transfer provided that there shall be no
transfer fee charged for such transfer to Newco), including the
lender's reasonable attorneys fees and expenses, all recording
fees. and all fees payable to the applicable title company for
the delivery to the lender of the endorsement referred to in
clause (iv) above, and (vi) if required by the lender, after a
secondary market transaction, the lender shall have received a
rating agency confirmation with respect to such transfer. Also,
the lender has a mezzanine loan secured by a pledge of ownership
interest in the borrower.
---------------------------------------------------------------------------------------------------------------------
93, 107, Courtyard Marriot - Danbury, The Mortgage Loan documents permit transfers to any of (i)
124, 134 Courtyard Marriot - Lincoln, Xxxxxx Xxxxxxxxx, (ii) any present or future lineal descendants
Hampton Inn - Ellenton, of Xxxxxx Xxxxxxxxx and any present or future spouse of Xxxxxx
Xxxxxxx Inn - Windsor Benderson or any lineal descendant (the "Benderson Family"),
(iii) any trust, the beneficiaries or remaindermen of which are
a member of the Benderson Family or (iv) any corporation,
limited liability company, partnership, limited partnership or
other entity owned or controlled by the Benderson Family.
---------------------------------------------------------------------------------------------------------------------
171, 197 WWG Glendale and WWG The Mortgage Loan documents permit transfers of a controlling
Los Angeles interest in the borrower, provided that such controlling
interest is retained by either Xxxxx X. Xxxxxx or Xxxxxxx X.
Xxxxx.
---------------------------------------------------------------------------------------------------------------------
64 1229 Maple The Mortgage Loan documents permit transfer of (i) more than 50%
of the total direct or indirect equity interests in the
borrower, or any indirect or direct equity interest that results
in a change of control of the borrower, or (ii) all or
substantially all of the Mortgaged Property, in each case to
another party and to multiple tenants-in-common or to a "sponsor
tenant-in-common borrower" and not more than twenty-five (25)
"investor tenant-in-common borrowers" upon the satisfaction of
certain customary terms and conditions, including the payment of
a transfer fee, lender having approved the identity, experience,
financial condition, creditworthiness, single purpose nature and
bankruptcy remoteness of the proposed transferee, the execution
and delivery of assumption documents and opinions, and title
coverage, and with respect to transfer to tenants-in-common, an
acceptable tenants-in common-agreement.
---------------------------------------------------------------------------------------------------------------------
The following Mortgage Loans permit
future mezzanine debt
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
---------------------------------------------------------------------------------------------------------------------
24 Mansions at Technology Park The Mortgage Loan documents permit mezzanine debt, subject to
conditions, including (i) the combined Mortgage Loan and
mezzanine loan does not exceed 80% of the fair market value of
the Mortgaged Property, (ii) the aggregate debt service coverage
ratio is at least 1.20x and (iii) execution and delivery of an
acceptable intercreditor agreement.
---------------------------------------------------------------------------------------------------------------------
43 Colonial Office Park The Mortgage Loan documents permit mezzanine debt, subject to
conditions, including (i) the combined Mortgage Loan and
mezzanine loan does not exceed 80% of the fair market value of
the Mortgaged Property, (ii) the aggregate debt service coverage
ratio is at least 1.20x and (iii) execution and delivery of an
acceptable intercreditor agreement.
---------------------------------------------------------------------------------------------------------------------
50 Courtyard by Marriot Tacoma The Mortgage Loan documents permit mezzanine debt, subject to
conditions, including (i) the combined Mortgage Loan and
mezzanine loan does not exceed 70% of the fair market value of
the Mortgaged Property, (ii) the aggregate debt service coverage
ratio is at least 1.40x and (iii) execution and delivery of an
acceptable intercreditor agreement.
---------------------------------------------------------------------------------------------------------------------
55 City Heights Retail Plaza The Mortgage Loan documents permit mezzanine debt, subject to
conditions, including (i) the combined Mortgage Loan and
mezzanine loan does not exceed 70% of the fair market value of
the Mortgaged Property, (ii) the aggregate debt service coverage
ratio is at least 1.40x and (iii) execution and delivery of an
acceptable intercreditor agreement.
---------------------------------------------------------------------------------------------------------------------
99 Victorian Quarters at Team The Mortgage Loan documents permit mezzanine debt, subject to
Ranch conditions, including (i) the combined Mortgage Loan and
mezzanine loan does not exceed 80% of the fair market value of
the Mortgaged Property, (ii) the aggregate debt service coverage
ratio is at least 1.20x and (iii) execution and delivery of an
acceptable intercreditor agreement.
---------------------------------------------------------------------------------------------------------------------
110 Westlake Village Inn The Mortgage Loan documents permit mezzanine debt, subject to
conditions, including (i) the combined Mortgage Loan and
mezzanine loan does not exceed 80% of the fair market value of
the Mortgaged Property, (ii) the aggregate debt service coverage
ratio is at least 1.20x and (iii) execution and delivery of an
acceptable intercreditor agreement.
---------------------------------------------------------------------------------------------------------------------
000 Xxxxxxxxx Xxxxx & Xxx Xxx Xxxxxxxx Loan documents permit mezzanine debt, subject to
conditions, including (i) the combined
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
---------------------------------------------------------------------------------------------------------------------
Ridge Plaza Mortgage Loan and mezzanine loan does not exceed 80% of the fair
market value of the Mortgaged Property, (ii) the aggregate debt
service coverage ratio is at least 1.25x and (iii) execution and
delivery of an acceptable intercreditor agreement.
---------------------------------------------------------------------------------------------------------------------
140 Plaza El Toro The Mortgage Loan documents permit mezzanine debt, subject to
conditions, including (i) the combined Mortgage Loan and
mezzanine loan does not exceed 80% of the fair market value of
the Mortgaged Property, (ii) the aggregate debt service coverage
ratio is at least 1.20x and (iii) execution and delivery of an
acceptable intercreditor agreement.
---------------------------------------------------------------------------------------------------------------------
000 Xxxxxxxx Xxxxx - Xxxxxxxxx, The Mortgage Loan documents permit mezzanine debt, subject to
CA conditions, including (i) the combined Mortgage Loan and
mezzanine loan does not exceed 80% of the fair market value of
the Mortgaged Property, (ii) the aggregate debt service coverage
ratio is at least 1.20x and (iii) execution and delivery of an
acceptable intercreditor agreement.
---------------------------------------------------------------------------------------------------------------------
000 Xxxxxx Xxxxx Xxxxxxxx The Mortgage Loan documents permit mezzanine debt, subject to
conditions, including (i) the combined Mortgage Loan and
mezzanine loan does not exceed 70% of the fair market value of
the Mortgaged Property, (ii) the aggregate debt service coverage
ratio is at least 1.20x and (iii) execution and delivery of an
acceptable intercreditor agreement.
---------------------------------------------------------------------------------------------------------------------
000 Xxxxxx Xxxxx Xxxxxxxx The Mortgage Loan documents permit mezzanine debt, subject to
conditions, including (i) the combined Mortgage Loan and
mezzanine loan does not exceed 70% of the fair market value of
the Mortgaged Property, (ii) the aggregate debt service coverage
ratio is at least 1.20x and (iii) execution and delivery of an
acceptable intercreditor agreement.
---------------------------------------------------------------------------------------------------------------------
175 Whisper Lakes The Mortgage Loan documents permit mezzanine debt, subject to
conditions, including (i) the combined Mortgage Loan and
mezzanine loan does not exceed 90% of the fair market value of
the Mortgaged Property, (ii) the aggregate debt service coverage
ratio is at least 1.10x and (iii) execution and delivery of an
acceptable intercreditor agreement.
---------------------------------------------------------------------------------------------------------------------
165 22741 Pacific Coast The Mortgage Loan documents permit mezzanine debt, subject to
Highway conditions, including (i) the combined Mortgage Loan and
mezzanine loan does not exceed 75% of the fair market value of
the Mortgaged Property, (ii) the aggregate debt service coverage
ratio is at least
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
---------------------------------------------------------------------------------------------------------------------
1.20x and (iii) execution and delivery of an acceptable
intercreditor agreement.
---------------------------------------------------------------------------------------------------------------------
233 Timbers Apartments The Mortgage Loan documents permit mezzanine debt, subject to
conditions, including (i) the combined Mortgage Loan and
mezzanine loan does not exceed 80% of the fair market value of
the Mortgaged Property, (ii) the aggregate debt service coverage
ratio is at least 1.25x and (iii) execution and delivery of an
acceptable intercreditor agreement.
---------------------------------------------------------------------------------------------------------------------
239 The Village Apartments The Mortgage Loan documents permit mezzanine debt, subject to
conditions, including (i) the combined Mortgage Loan and
mezzanine loan does not exceed 80% of the fair market value of
the Mortgaged Property, (ii) the aggregate debt service coverage
ratio is at least 1.30x and (iii) execution and delivery of an
acceptable intercreditor agreement.
---------------------------------------------------------------------------------------------------------------------
The following Mortgage Loans have
existing mezzanine debt:
---------------------------------------------------------------------------------------------------------------------
3, 4, 5, 6, YPI Transwestern Portfolio An equity owner of the borrower pledged its interest in the
7, 8 borrower as security for a $21,480,787 mezzanine loan. An
intercreditor agreement was executed.
---------------------------------------------------------------------------------------------------------------------
00 Xxxxxxx Xxx Xxxxx Xxxxxx An equity owner of the borrower pledged its interest in the
Seaport borrower as security for a $500,000 mezzanine loan. An
intercreditor agreement was executed.
---------------------------------------------------------------------------------------------------------------------
80 Xxxxxxx Xxxxx Corporate An equity owner of the borrower pledged its interest in the
Center borrower as security for a $2,000,000 mezzanine loan. An
intercreditor agreement was executed.
---------------------------------------------------------------------------------------------------------------------
The following Mortgage Loans permit
secured subordinate debt:
---------------------------------------------------------------------------------------------------------------------
43 Colonial Office Park The borrower is permitted to incur addition al secured
subordinate indebtedness, provided, among other things, the
combined the debt service coverage ratio is at least 1.20x and
lender receives an acceptable subordination and standstill
agreement.
---------------------------------------------------------------------------------------------------------------------
236 Storage One at Xxxxxx The borrower is permitted to incur additional secured
subordinate indebtedness, provided, among other things, (i) the
combined indebtedness does not exceed 70% of the fair market
value of the Mortgaged Property, (ii) the aggregate debt service
coverage ratio is at least 1.20x,
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
---------------------------------------------------------------------------------------------------------------------
and (iii) lender has received a satisfactory subordination and
standstill agreement.
---------------------------------------------------------------------------------------------------------------------
268 Cypress Center The borrower is permitted to incur additional secured
subordinate indebtedness, provided, among other things, (i) the
combined indebtedness does not exceed 75% of the fair market
value of the Mortgaged Property, (ii) the aggregate debt service
coverage ratio is at least 1.20x, and (iii) lender has received
a satisfactory subordination and standstill agreement.
---------------------------------------------------------------------------------------------------------------------
The following Mortgage Loans permit
unsecured subordinate debt:
---------------------------------------------------------------------------------------------------------------------
24 Mansions at Technology Park The borrower is permitted to incur additional unsecured
subordinate indebtedness from an affiliated party, provided,
among other things, that such indebtedness may not exceed
$1,000,000.
---------------------------------------------------------------------------------------------------------------------
35 Warwick Hotel Seattle The borrower is permitted to incur additional unsecured
subordinate indebtedness, provided, among other things, that
such indebtedness may not exceed $4,000,000.
---------------------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 37: TAX PARCELS.
---------------------------------------------------------------------------------------------------------------------
22 Greeley Mall The Mortgaged Property is part of a tax lot with another
property. The borrower applied for a separate tax parcel at the
time the Mortgage Loan was originated. Local counsel provided an
opinion that indicated that the applicable governing authority
can be expected to issue a separate tax parcel identification
number within 6-9 months and that the lack of a separate tax
parcel identification number will not have an adverse effect on
the ability of the holder of the Mortgage to exercise its
remedies. The title policy includes a separate tax parcel
endorsement.
---------------------------------------------------------------------------------------------------------------------
269 Xxxx Xxxxxxx Shopping Center The Mortgaged Property is part of a tax lot with another
property. The borrower applied for a separate tax parcel at the
time the Mortgage Loan was originated. The borrower has
covenanted that the tax lot will be separated into two separate
tax lots by December 31, 2006 and is currently required to
escrow funds sufficient to pay all taxes on both the Mortgaged
Property and the other property included in the tax lot.
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
---------------------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 45: FEE SIMPLE INTEREST.
---------------------------------------------------------------------------------------------------------------------
Various Certain Countrywide Loans With respect to any Mortgage Loan in which the interest
encumbered under the Mortgage is the overlapping fee and
leasehold interest in the entire Mortgaged Property (and as
such, treated as a fee interest in the Mortgaged Property), such
Mortgage Loan is not the subject of representation 18 and such
Mortgage Loan is not being listed here as an exception to this
representation 45.
---------------------------------------------------------------------------------------------------------------------
EXCEPTION TO REPRESENTATION 47: OPERATING STATEMENTS.
---------------------------------------------------------------------------------------------------------------------
171 WWG Glendale The borrower is not required to submit cash flow statements or
calculations of net operating income.
---------------------------------------------------------------------------------------------------------------------
ANNEX B (TO SCHEDULE I)
MORTGAGED PROPERTIES AS TO WHICH THE ONLY ENVIRONMENTAL INVESTIGATIONS
CONDUCTED IN CONNECTION WITH THE ORIGINATION OF THE RELATED MORTGAGE
LOAN WERE WITH RESPECT TO ASBESTOS-CONTAINING MATERIALS AND
LEAD-BASED PAINT.
(REPRESENTATION 12)
[None]
ANNEX C (TO SCHEDULE I)
MORTGAGE LOANS COVERED BY SECURED CREDITOR
ENVIRONMENTAL INSURANCE POLICIES
(REPRESENTATIONS 12 AND 49)
[None]
SCHEDULE II
MORTGAGE LOAN SCHEDULE
[Attached]
MLCFC 2006-4: MORTGAGE LOAN SCHEDULE
PROPERTY
LOAN # LOAN GROUP PROPERTY NAME ORIGINATOR TYPE
-------------------------------------------------------------------------------------------------------
3 1 200 North LaSalle CRF Office
4 1 Energy Square I & II CRF Office
4.01 1 Energy Square II CRF Office
4.02 1 Energy Square I CRF Office
5 1 Bannockburn Corporate Center CRF Office
6 1 6688 North Central CRF Xxxxxx
0 0 0000 Xxxxxxxxx Xxxxxx CRF Office
8 1 Kensington Corporate Xxxxxx XXX Xxxxxx
00 0 Xxxx Xxxxx Xxxxxxxxxxx CRF Retail
22 1 Greeley Mall CRF Retail
24 2 Mansions at Technology Park CRF Multifamily
30 1 Elm Ridge Center CRF Retail
35 1 Warwick Hotel Seattle CRF Hospitality
43 1 Colonial Office Park CRF Office
50 1 Courtyard by Marriott Tacoma CRF Hospitality
53 1 Tarzana Office Properties CRF Office
53.01 1 Xxxx V-18425 Burbank Blvd CRF Office
53.02 1 Xxxx X-00000 Xxxxxxx Xxxx XXX Xxxxxx
53.03 1 Xxxx XX-00000 Xxxxxxx Xxxx XXX Xxxxxx
00 0 Xxxx Xxxxxxx Retail Xxxxx XXX Xxxxxx
00 0 Xxxxxx Xxxxxxx CRF Mixed Use
59 2 Sonoma Ridge Apartments CRF Multifamily
60 1 0000 Xxxxxx Xxxxx CRF Industrial
62 0 Xxxxxxx Xxx Xxxxx Xxxxxx Xxxxxxx XXX Hospitality
64 1 1229 Maple CRF Retail
70 1 Poughkeepsie Center CRF Retail
75 1 Campus Realty Student Housing Portfolio CRF Various
75.01 1 0000 Xxxxxx Xxxxxx CRF Multifamily
75.02 1 0000-0000 X. Xxxxxxxxxx Xxxxxx CRF Multifamily
75.03 1 0000 Xxxxxxx Xxxxxx CRF Multifamily
75.04 1 0000 X. Xxxxxxxxxx Xxxxxx CRF Multifamily
75.05 1 000 Xxxxxx Xxxxxx CRF Multifamily
75.06 1 0000 Xxxxxx Xxxxxx CRF Multifamily
75.07 1 0000-00 Xxxxxxxxx Xxxxxx CRF Multifamily
75.08 1 0000 Xxxxxx Xxxxxx CRF Office
77 2 Choice - Northtowne MHP CRF Manufactured Housing
78 2 Choice - Marysville MHP CRF Manufactured Housing
79 1 Xxxxxx Portfolio CRF Various
Loan Component 1 Xxxxxx Portfolio - East Avenue Commons CRF Multifamily
Loan Component 1 Xxxxxx Portfolio - The Alexandrian CRF Multifamily
Loan Component 0 Xxxxxx Xxxxxxxxx - Xxxxxxx Xxxxxx CRF Xxxxxx
00 0 Xxxxxxx Xxxxx Xxxxxxxxx Xxxxxx CRF Xxxxxx
00 0 XxXxxxxx Xxxxxxxx Xxxxxx CRF Retail
84 1 Brighton Valley CRF Various
84.01 0 Xxxxxxxx Xxxxxx Xxxxxxxxxxxx Village CRF Multifamily
84.02 1 Brighton Day Care-Children's World CRF Other
85 1 Xxxxxxxx Industrial Park Warehouse CRF Industrial
87 1 Xxxxxx'x Plaza - Dunkirk CRF Retail
90 1 XxXxxxxx-Residence Inn Charlotte CRF Hospitality
93 1 Courtyard by Xxxxxxxx - Xxxxxxx XXX Xxxxxxxxxxx
00 0 Flextronics CRF Industrial
99 2 Victorian Quarters at Team Ranch CRF Multifamily
100 1 Residence Inn - DIA CRF Hospitality
103 1 Prospect Square CRF Mixed Use
104 1 Kintetsu Xxxx XXX Xxxxxx
000 0 Xxxxxxxxx Xxxxx CRF Retail
106 2 Lythgoe MFH Portfolio CRF Multifamily
106.01 0 00xx Xxxxxx CRF Multifamily
106.02 2 Strawberry CRF Multifamily
106.03 2 Woburn CRF Multifamily
106.04 0 00xx Xxxxxx CRF Multifamily
106.05 2 Lunar CRF Multifamily
106.06 2 Bearfoot CRF Multifamily
107 1 Courtyard by Marriott - Lincoln CRF Hospitality
108 0 Xxxx Xxxxxx Xxxxx XXX Mixed Use
109 1 XxXxxxxx-Xxxxxxxx Suites Knoxville CRF Hospitality
110 1 Westlake Village Inn CRF Hospitality
111 1 Gottschalks Capitola CRF Retail
119 1 Walk at John's Creek CRF Retail
120 1 Paradise Valley Medical Xxxxx XXX Xxxxxx
000 0 Xxxxxxxx Xxxxxxx Self Storage CRF Self Storage
000 0 Xxxxxxx Xxx - Xxxxxxxx, XX CRF Hospitality
125 0 Xxxxxx'x Xxxxx Xxxxx XXX Retail
128 2 Xxxxxxxx Xxxx Apartments CRF Multifamily
129 1 Bloomington Center CRF Retail
130 1 The Xxxxxxx MHP CRF Manufactured Housing
132 0 Xxxxxxxxx Xxxxx & Xxx Xxxxx Xxxxx CRF Retail
132.01 0 Xxx Xxxxx Xxxxx CRF Retail
132.02 0 Xxxxxxxxx Xxxxx XXX Retail
134 1 Hampton Inn - Windsor CRF Hospitality
138 1 Flagship Office Xxxxxxxx XXX Xxxxxx
000 0 Xxxxx Xx Xxxx CRF Retail
141 1 Springhill Suites by Marriott CRF Hospitality
145 1 Xxxxxx Line HQ CRF Industrial
147 1 318-332 Santa Xxxxxx Xxxxxxxxx XXX Xxxxxx
000 0 Xxxxxx Xxxxxx Shopping Center CRF Retail
150 1 Kabuki Theatre CRF Retail
151 1 AA U-Stor-M CRF Self Storage
155 1 Moorpark Plaza CRF Mixed Use
156 2 Foothill Courtyard Apartments CRF Multifamily
000 0 Xxxxxxxx Xxxxx - Xxxxxxxxx, XX CRF Retail
160 1 Medplex I and II CRF Office
160.01 1 Medplex I CRF Office
160.02 1 Medplex II XXX Xxxxxx
000 0 Xxxxxx Xxxxx Kennesaw CRF Retail
162 1 Garden Ridge Norcross CRF Retail
163 1 Washington Shoe Mfg Co. Building CRF Office
165 1 22741 Pacific Coast Highway CRF Office
166 1 761 Corporate Center Drive CRF Office
168 2 Willow Ridge Apartments CRF Multifamily
170 2 Canyon Walk Apartments CRF Multifamily
171 1 WWG - Glendale CRF Self Storage
172 1 Gold Coast Real Estate CRF Office
173 1 Xxxxxxxxxx Parking Lots CRF Other
175 1 Whisper Lakes CRF Retail
176 1 433 Lincoln Road CRF Retail
000 0 Xxxxx Xxxxx CRF Retail
180 1 Carmel Office Court CRF Mixed Use
000 0 Xxxx Xxx Xxxxxxx MHC CRF Manufactured Housing
182 1 Hillcrest Garden Center CRF Mixed Use
183 2 Town Square CRF Multifamily
184 1 Medical Arts Building CRF Mixed Use
186 1 The Hotel CRF Hospitality
187 2 Warehouse Apartments CRF Multifamily
189 2 Courtyard at Exchange Alley CRF Multifamily
193 1 Old Barn Self Storage CRF Self Storage
195 1 Midland Clarion CRF Hospitality
196 1 Miyako Xxxx XXX Xxxxxx
000 0 XXX - Xxx Xxxxxxx CRF Self Storage
201 2 Ticon-Xxxxxx'x Pond Apartments CRF Multifamily
202 1 Westsound Xxxxx XXX Xxxxxx
000 0 Xxxx Xxxxx Apartments CRF Multifamily
208 1 Torrington Self Storage CRF Self Storage
209 1 Laguna Village Plaza CRF Retail
210 1 Comfort Inn - Tempe, AZ CRF Hospitality
212 1 Civic Center Plaza Norwalk CRF Retail
213 2 Casa Claire CRF Multifamily
214 1 000 X 0xx Xxxxxx XXX Xxxxxx
000 0 Xxxxx Xxxxxx Place CRF Retail
216 2 Wynwood Apartments CRF Multifamily
217 1 Storage Master CRF Self Storage
222 1 Xxxxx Retail Portfolio CRF Retail
222.01 1 Jenkinsburg Junction CRF Retail
222.02 1 Xxxxxx Crossing Center CRF Retail
222.03 0 Xxxxxxxx Xxxxx XXX Retail
222.04 0 Xxxxxxx Xxxxxx CRF Retail
222.05 1 Xxxxxxx Junction CRF Retail
223 2 Pebble Creek Apts CRF Multifamily
224 1 Vegas Mountain Shopping Center CRF Retail
225 1 AA Climate Control II CRF Self Storage
226 1 Rib Mountain Shopping Center CRF Retail
227 1 Post Xxxxxxx Center CRF Xxxxxx
000 0 Xxxxxxx Xxxxxx XXX Xxxxxx
000 0 Xxx Xxxxx CRF Retail
232 0 Xxxxx Xxxx Xxxxxxxxxxx XXX Retail
233 2 Timbers Apartments CRF Multifamily
235 1 Big Spring Marketplace CRF Retail
236 1 Storage One at Xxxxxx CRF Self Storage
237 0 Xxxxxxxx Xxxxxx XXX Retail
239 2 The Village Apartments CRF Multifamily
240 2 Arrowhead MHP CRF Manufactured Housing
241 2 Laurel Canyon Apartments CRF Multifamily
242 1 Green Turtle Xxxxx XXX Xxxxxx
000 0 Xxxxxxxxx Xxxxx CRF Retail
245 1 StorageHouse Self Storage CRF Self Storage
247 1 Wavell Showcase & Furniture CRF Industrial
248 1 Hobart Plaza CRF Retail
249 1 Spectrum Health Grand Rapids CRF Office
250 2 Holiday Acres CRF Manufactured Housing
252 1 Xxxx Crossing CRF Retail
253 1 Available Self Storage CRF Self Storage
254 1 222 Camp Wisdom Village CRF Retail
255 2 Xxxxxxxxxx Apartments CRF Multifamily
256 2 Vineyards on Garland Apartments CRF Multifamily
257 1 Centerpointe Plaza CRF Retail
258 1 Golden West Plaza CRF Retail
260 1 Shops at Waterloo CRF Retail
261 2 Jefferson Manor Townhomes CRF Multifamily
262 1 Oakbrooke Centre CRF Retail
263 1 Memorial Drive Retail Center CRF Retail
265 1 0000 Xxxxx Xxx Xxxx Xxxx CRF Retail
267 1 Iron Mountain CRF Industrial
268 1 Cypress Center CRF Retail
269 1 Xxxxxxx Shopping Center CRF Retail
270 1 Xxxxxxxxx Corners CRF Retail
271 1 Shops of South Xxxx CRF Retail
272 1 Xxxxxx Plaza-Xxxxxxxxxx CRF Retail
273 2 Collindale Apartments CRF Multifamily
274 1 Fed-Ex Kinkos CRF Retail
275 1 Southwest Mini Storage CRF Self Storage
276 2 Fairways Apartments CRF Multifamily
277 1 Xxxxx Lockup CRF Self Storage
LOAN # STREET ADDRESS
-----------------------------------------------------------------------------------------------------------------------
3 000 Xxxxx XxXxxxx Xxxxxx
4 Various
4.01 0000 Xxxxxxxxxx Xxxxxx
4.02 0000 Xxxxxxxxxx Xxxxxx
5 0000 Xxxxxxxx Xxxxx
6 6688 North Central Expressway
7 0000 Xxxx Xxxx Xxxx
8 0000 Xxxxxxxxxxx Xxxx
19 6401-6605 East Pacific Coast Xxxxxxx
00 0000 Xxxxxxx Xxxx Xxxxxx
24 2 River Chase
30 3530-3820 Xxxx Xxxxx Xxxx
00 000 Xxxxxx Xxxxxx
43 100-800 & 0000 Xxxxxxxxxx Xxxx Xxxxxx
00 0000 Xxxxxxxx Xxxxxx
53 Various
53.01 00000 Xxxxxxx Xxxxxxxxx
53.02 00000 Xxxxxxx Xxxxxxxxx
53.03 00000 Xxxxxxx Xxxxxxxxx
55 4365, 4371, 4403, 4415, 0000 Xxxxxxxxxx Xxxxxx, 0000, 3879, 0000 Xxxxxxxxx Xxxxxx, 0000 Xxxxxxxx Xxxxxx
56 0000-0000 Xxxxxxxxxxxx Xxxx
59 0000 Xxxxx Xxxx Xxxxx
00 0000 Xxxxxx Xxxxx
62 000 Xxxxx Xxxxxx
64 1229-1299 Xxxxx Xxxxxx
00 0000-0000 Xxxxx Xxxx
75 Various
75.01 0000 Xxxxxx Xxxxxx
75.02 0000-0000 Xxxxx Xxxxxxxxxx Xxxxxx
75.03 0000 Xxxxxxx Xxxxxx
75.04 0000 Xxxxx Xxxxxxxxxx Xxxxxx
75.05 000 Xxxxxx Xxxxxx
75.06 0000 Xxxxxx Xxxxxx
75.07 1610-1612 &1616-1618 Washtenaw Avenue
75.08 0000 Xxxxxx Xxxxxx
77 0000 Xxxxxxxxx Xxxx
78 000 Xxxxx Xxxx Xxxxxx
79 Various
Loan Component 000-000 Xxxx Xxxxxx
Loan Component 000-000 Xxxxxxxxx Xxxxxx
Loan Component 000 Xxxxx Xxxxxxx Xxxxxx
80 13515-13545 Xxxxxxx Xxxxxxx Xxxxx
00 0000-0000 Xxxxxxx Xxxxxxxxx
84 Various
84.01 0000 &0000 Xxxxx Xxx
84.02 0000 Xxxxx Xxx
85 91-315 Hanua Xxxxxx
00 0000 Xxxxxxxx Drive
90 6030 X.X. Xxxxx Xxxxx
00 0 Xxxxx Xxxx
00 0000, 2243, and 0000 Xxxxx Xxxxxx
99 8889 Xxxx Ranch Road
100 00000 Xxxx 00xx Xxxxxx
103 0000 Xxxxxxxx Xxxxxx
104 1737 Post Xxxxxx
000 000 Xxxx Xxxx
106 Various
106.01 0000-0000 Xxxx 00xx Xxxxxx
106.02 0000-0000 Xxxxxxxxxx Xxxx
106.03 0000-0000 Xxxxxx Xxxxxx
106.04 0000-0000 Xxxx 00xx Xxxxxx
106.05 0000 Xxxxx Xxxxx
106.06 0000 Xxxxxxxx Xxxxx
000 000 Xxxxxx Xxxxxxxxxx Xxxxxxx
108 3110 Xxxx Xxxxxx
000 00000 Xxxxxx Drive
110 31943 Agoura Road
111 1825 41st Avenue
119 11030 & 00000 Xxxx Xxxx
120 0000 Xxxxx Xxxxxxxxxx Xxxx
123 0000 Xxxxx Xxxxxx
124 5810 00xx Xxxxx Xxxx
000 0000 Xxxxx Xxxx Xxxx
128 8600 South Course
129 0000 Xxxx Xxxxxx Xxxxx
130 3541 Calle Principal
132 Various
132.01 0000 Xxxx Xxx Xxxxx Xxxx
132.02 000 Xxxxx Xxxx Xxxx
134 0000 Xxxxxxxxx Xxxxxx
138 0 Xxxx Xxxxxxxxx Xxxxxx
140 23330-23384, 00000 Xx Xxxx Xxxx and 24842-24882 Xxxxxxxxx Xxxxxxxxx
000 0000 Xxxxx Xxxxxxxxxx Xxxx
145 160 Gold Star Boulevard
147 318-332 Santa Xxxxxx Boulevard
149 0000 Xxxxxxx Xxxxxx
150 0000 Xxxx Xxxxxx
151 0000 Xxxx 00xx Xxxxxx
155 510-540 New Los Angeles Avenue
156 1360 Foothill Drive
159 3724-3758 Xx Xxxxxx & 00000-00000 Xxxxxxxx Xxxxxxx
160 Various
160.01 0000 Xxxxxxxxx Xxxxxxx
160.02 0000 Xxxxxxxxx Xxxxxxx
161 2875 Xxxxxx Xxxxxx Parkway
162 0000 Xxxxxx Xxxxx Xxxxxxx
163 000 Xxxxx Xxxxxxx Xxxxxx
165 22741 Pacific Coast Xxxxxxx
000 000 Xxxxxxxxx Xxxxxx Xxxxx
168 000 Xxx Xxxx Xxxx
000 0000 Xxxx Xxxxxxxx Avenue
171 6310 Xxxx Xxxxx Xxxxx Xxxxx
000 00000 Xxxxxxxxx 00 Xxxxxx
000 0000 Xxxxxxxxxx Xxxxxx/00 Xxxxxx Xxxxxx; 000 Xxxxxxxxxx Xxxxxx; 00 Xxxxxx Xxxxx Xxxxxxx
175 2100-2180 Whisper Xxxxx Xxxxxxxxx
000 000-000 Xxxxxxx Xxxx
179 0000 Xxxx Xxxxx Xxxxxx Xxxxxxxxx
180 301 East Carmel Court
181 00000 Xxxx Xxxxxx
182 2800-2824 Xxxxxx Xxx Xxxx
000 000 Xxxxxx Xxxxxx
184 000 Xxxxxxxxx Xxxxxx
186 000 Xxxxxxx Xxxxxx
000 000 Xxxxx Xxxxxx
000 0000 Xxxx Xxxx Xxxxxx
193 000 Xxxxxxxxxx Xxxxx
195 0000 Xxxx Xxxx Xxxxxx
196 22 Peace Plaza
197 2525, 2529, 0000 Xxxxxxxx Xxxxxxxxx
201 000 Xxxxxxxx Xxxxx
202 0000 Xxxxxxxxxx Xxx
203 0000 Xxxxxx Xxxxx
208 000 Xxxxxxxxxx Xxxx Xxxxx
209 9168-9174 Xxxxxxxx Xxxxxxxxx
000 0000 Xxxx Xxxxxx Xxxxxxxxx
212 12231-12375 Imperial Xxxxxxx
000 0000 Xxxxxxxxx Xxxxxx
214 000 Xxxx 0xx Xxxxxx
215 2461 Santa Xxxxxx Boulevard
216 1267 A Xxxxxx Xxxxxx
000 0000 Xxxxxxxxxx Xxxx
222 Various
222.01 0000 Xxxxx Xxxxxxx 42
222.02 0000 Xxxx Xxxxxxxx Xxxx
222.03 0000 Xxxxxxxxx Xxxx
222.04 000 Xxxxxxxx Xxxxxx
222.05 0000 Xxxx Xxxxxxxx Xxxx
223 0000 Xxxxxxx Xxxxxx
224 0000 Xxxxxxx Xxxxxx
225 0000 Xxxxxxx Xxxxx
226 4500 Rib Xxxxxxxx Xxxxx
000 0000 Xxxx Xxxx
230 13497 Research Boulevard
231 3005 South 00xx Xxxxx
000 0000 Xxxxx Xxxx
233 0000 Xxxxx Xxxxxx Xxxx Xxxxxx
235 111 East Xxxxx Xxxxxx
000 0000 Xxxxx Xxxxxx Xxx
237 000-000 Xxxxx Xxxxx Xxxx
239 0000 Xxxxxxx Xxxxxx
240 4175 West 4th Xxxxxx
000 0000 Xxxxxx Xxxxxx Xxxxxxxxx
242 2532-2562-2592 West Xxxxxxxxxx Xxxx
000 000 Xxxx Xxxxxxxxx Xxxxxxxxx
245 000 Xxxxx Xxxxxxxx Xxxxxx and 000 Xxxx Xxxxxxx Xxxxxx
247 10821 & 00000 Xxxxxxxxxx Xxxxxx
248 0000 Xxxxxx Xxxxxxxxx
249 0000 Xxxxxxxxx Xxxxxx Southeast
250 2701 Xxxxx Xxxx
252 000 Xxxx Xxxxxxxx Xxxxx
253 37200 Post Xxxxxx
000 000 Xxxx Xxxx Xxxxxx Xxxx
255 1215 Xxxxxxxxxx
256 0000 Xxxxx Xxxxxxx Xxxxxx
257 2668 South 00xx Xxxxxx
000 0000-0000 Xxxxx Xxxxx Road
260 6130-6160 Xxxxxx Xxxx
000 0-00 Xxxxxxxxx Xxxxx
262 000 Xxxxxxxxx Xxxxx
263 4065 Xxxxxxxx Xxxxx
000 0000 Xxxxx Xxx Xxxx Road
267 0000 Xxxxx Xxxx
268 000 Xxxxx Xxx Xxxxx Xxxxxxxxx
269 3930 Xxxxxxx Road
270 0000 Xxxxxxxxx Xxxx
271 0000 Xxxxx Xxxx Xxxxx
272 0000 Xxxxxxxx Xxxxx
273 0000 Xxxxxxxxxx Xxxx
274 0000 Xxxxxxxx Xxxxxx
275 5811 00xx Xxxxxx
276 1237 38th Street South
277 0000 Xxxxx Xxxxx Xxxxxx Xxxx
CUT-OFF DATE ORIGINAL
LOAN # CITY COUNTY STATE ZIP CODE BALANCE ($) BALANCE ($)
---------------------------------------------------------------------------------------------------------------------------
3 Xxxxxxx Xxxx XX 00000 92,000,000 92,000,000
4 Xxxxxx Xxxxxx XX 00000 47,900,000 47,900,000
4.01 Xxxxxx Xxxxxx XX 00000 27,947,894 27,947,894
4.02 Xxxxxx Xxxxxx XX 00000 19,952,106 19,952,106
5 Xxxxxxxxxxx Xxxx XX 00000 28,800,000 28,800,000
6 Xxxxxx Xxxxxx XX 00000 28,000,000 28,000,000
0 Xxxxxxx Xxxxxxx Xxxx XX 00000 18,900,000 18,900,000
0 Xxxxx Xxxxxxxx Xxxx XX 00000 8,800,000 8,800,000
00 Xxxx Xxxxx Xxx Xxxxxxx XX 00000 46,000,000 46,000,000
22 Xxxxxxx Xxxx XX 00000 41,400,000 41,400,000
00 Xxxxx Xxxxxxxxx Xxxxxxxxxx XX 00000 41,000,000 41,000,000
30 Greece Xxxxxx XX 00000 32,687,624 32,900,000
35 Xxxxxxx Xxxx XX 00000 27,959,096 28,000,000
00 Xxxxxxxxxx Xxxxxxxxxx XX 00000 23,500,000 23,500,000
00 Xxxxxx Xxxxxx XX 00000 21,450,000 21,450,000
00 Xxxxxxx Xxx Xxxxxxx XX 00000 21,000,000 21,000,000
53.01 Tarzana Xxx Xxxxxxx XX 00000 13,090,000 13,090,000
53.02 Tarzana Xxx Xxxxxxx XX 00000 4,200,000 4,200,000
53.03 Tarzana Xxx Xxxxxxx XX 00000 3,710,000 3,710,000
00 Xxx Xxxxx Xxx Xxxxx XX 00000 20,000,000 20,000,000
00 Xxxxxx Xxxxxx XX 00000 19,750,000 19,750,000
00 Xxxxx Xxxx Xxxxxx XX 00000 19,500,000 19,500,000
00 Xxxxxxxx Xxxxxx Xxxxxx'x XX 00000 19,400,000 19,400,000
00 Xxx Xxxx Xxx Xxxx XX 00000 19,250,000 19,250,000
00 Xxx Xxxxxxx Xxx Xxxxxxx XX 00000 19,000,000 19,000,000
00 Xxxxxxxxxxxx Xxxxxxxx XX 00000 17,600,000 17,600,000
00 Xxx Xxxxx Xxxxxxxxx XX 00000 16,500,000 16,500,000
75.01 Xxx Xxxxx Xxxxxxxxx XX 00000 4,115,000 4,115,000
75.02 Xxx Xxxxx Xxxxxxxxx XX 00000 2,935,000 2,935,000
75.03 Xxx Xxxxx Xxxxxxxxx XX 00000 2,840,000 2,840,000
75.04 Xxx Xxxxx Xxxxxxxxx XX 00000 1,920,000 1,920,000
75.05 Xxx Xxxxx Xxxxxxxxx XX 00000 1,775,000 1,775,000
75.06 Xxx Xxxxx Xxxxxxxxx XX 00000 1,160,000 1,160,000
75.07 Xxx Xxxxx Xxxxxxxxx XX 00000 1,135,000 1,135,000
75.08 Xxx Xxxxx Xxxxxxxxx XX 00000 620,000 620,000
77 Erie Xxxxxx XX 00000 11,120,000 11,120,000
78 Xxxxxxxxxx Xxxxx XX 00000 5,190,669 5,200,000
79 Rochester Monroe NY Various 16,248,371 16,250,000
Loan Component Rochester Xxxxxx XX 00000 12,350,000 12,350,000
Loan Component Rochester Xxxxxx XX 00000 2,500,000 2,500,000
Loan Component Rochester Xxxxxx XX 00000 1,398,371 1,400,000
00 Xxxxxxx Xxxxx Xxxxx XX 00000 16,000,000 16,000,000
83 Xxxxxx Xxxxxx XX 00000 15,300,000 15,300,000
00 Xxxxxxxx Xxxxxxxxxx XX 00000 15,200,000 15,200,000
84.01 Xxxxxxxx Xxxxxxxxxx XX 00000 13,621,294 13,621,294
84.02 Xxxxxxxx Xxxxxxxxxx XX 00000 1,578,706 1,578,706
00 Xxxxxxx Xxxxxxxx XX 00000 15,000,000 15,000,000
00 Xxxxxxx Xxxxxxxxxx XX 00000 14,981,286 15,000,000
90 Xxxxxxxxx Xxxxxxxxxxx XX 00000 14,774,755 14,800,000
00 Xxxxxxx Xxxxxxxxx XX 0000 14,347,478 14,399,000
00 Xxx Xxxx Xxxxx Xxxxx XX 00000 14,250,000 14,250,000
00 Xxxxxxxx Xxxxxxx XX 00000 14,000,000 14,000,000
100 Xxxxxx Xxxxx XX 00000 13,985,441 14,000,000
000 Xxx Xxxxx Xxx Xxxxx XX 00000 13,575,000 13,575,000
000 Xxx Xxxxxxxxx Xxx Xxxxxxxxx XX 00000 13,400,000 13,400,000
000 Xxxxxxxxx Xxxxxxxxxxxx XX 0000 13,000,000 13,000,000
000 Xxxxxxxxx Xxxxxxxxx XX Various 12,679,522 12,700,000
106.01 Xxxxxxxxx Xxxxxxxxx XX 00000 7,714,557 7,727,017
106.02 Xxxxxxxxx Xxxxxxxxx XX 00000 1,713,603 1,716,371
106.03 Xxxxxxxxx Xxxxxxxxx XX 00000 1,153,618 1,155,481
106.04 Xxxxxxxxx Xxxxxxxxx XX 00000 1,108,567 1,110,357
106.05 Xxxxxxxxx Xxxxxxxxx XX 00000 497,572 498,376
106.06 Xxxxxxxxx Xxxxxxxxx XX 00000 491,604 492,398
107 Lincoln Providence RI 2865 12,530,004 12,575,000
000 Xxxxx Xxxxxx Xxx Xxxxxxx XX 00000 12,500,000 12,500,000
109 Xxxxxxxxx Xxxx XX 00000 12,179,142 12,200,000
000 Xxxxxxxx Xxxxxxx Xxx Xxxxxxx XX 00000 12,000,000 12,000,000
000 Xxxxxxxx Xxxxx Xxxx XX 00000 11,950,000 11,950,000
000 Xxxxxx Xxxxxx XX 00000 10,949,358 10,960,000
000 Xxxxxxxx Xxxxxx Xxxxxxxx XX 00000 10,750,000 10,750,000
000 Xxxxxxxx Xxx Xxxxx XX 00000 9,887,782 9,900,000
000 Xxxxxxxx Xxxxxxx XX 00000 9,681,234 9,716,000
000 Xxxxx Xxxx XX 00000 9,488,148 9,500,000
000 Xxxxxxx Xxxxxx XX 00000 9,135,000 9,135,000
000 Xxxxxxxxxxx Xxxxxxxx XX 00000 9,090,225 9,100,000
130 Xxxxx Xxxxx XX 00000 9,000,000 9,000,000
000 Xxxxxxx Xxxxxxx XX Various 8,967,247 9,200,000
132.01 Xxxxxxx Xxxxxx XX 00000 4,834,516 4,960,000
132.02 Xxxxxxx Xxxxx Xxxxxxx XX 00000 4,132,731 4,240,000
000 Xxxxxxx Xxxxxxxx XX 0000 8,766,519 8,798,000
138 Media Xxxxxxxx XX 00000 8,600,000 8,600,000
000 Xxxx Xxxxxx Xxxxxx XX 00000 8,400,000 8,400,000
141 Xxxxx Xxx XX 00000 8,392,347 8,400,000
000 Xxxxxxxxx Xxxxxxxxx XX 0000 8,000,000 8,000,000
000 Xxxxx Xxxxxx Xxx Xxxxxxx XX 00000 7,900,000 7,900,000
000 Xxxxxxxxx Xxxxxxxxx Xxxx XX 00000 7,786,023 7,800,000
000 Xxx Xxxxxxxxx Xxx Xxxxxxxxx XX 00000 7,689,392 7,700,000
000 Xxxxxx Xxx Xxxxxxxxxx XX 00000 7,500,000 7,500,000
000 Xxxxxxxx Xxxxxxx XX 00000 7,100,000 7,100,000
000 Xxxxx Xxx Xxxxx XX 00000 7,090,611 7,100,000
000 Xxxxxxxxx Xxxxxxxxx XX 00000 6,700,000 6,700,000
000 Xxxxxx Xxxxxx XX 00000 6,600,000 6,600,000
160.01 Xxxxxx Xxxxxx XX 00000 3,960,000 3,960,000
160.02 Xxxxxx Xxxxxx XX 00000 2,640,000 2,640,000
000 Xxxxxxxx Xxxx XX 00000 6,493,615 6,500,000
000 Xxxxxxxx Xxxxxxxx XX 00000 6,493,615 6,500,000
000 Xxxxxxx Xxxx XX 00000 6,487,981 6,500,000
000 Xxxxxx Xxx Xxxxxxx XX 00000 6,000,000 6,000,000
000 Xxxxxx Xxx Xxxxxxx XX 00000 6,000,000 6,000,000
000 Xxxxxxxxxx Xxxxxx XX 00000 6,000,000 6,000,000
170 Xxxxxxx Xxxxxxxx XX 00000 5,925,000 5,925,000
171 Xxxxxxxx Xxxxxxxx XX 00000 5,900,000 5,900,000
000 Xxxxx Xxxxx-Xxxx XX 00000 5,850,000 5,850,000
000 Xxxxxxx Xxxxx; Boston; Medford Suffolk; Xxxxxxxxx XX 00000; 02109; 02155 5,794,475 5,800,000
175 Xxxxxxx Xxxxxx XX 00000 5,750,000 5,750,000
000 Xxxxx Xxxxx-Xxxx XX 00000 5,700,000 5,700,000
000 Xxxxxxxxxxx Xxxxxxx XX 00000 5,600,000 5,600,000
000 Xxxxxx Xxxxxxxx XX 00000 5,575,000 5,575,000
000 Xxxxxxxx Xxxx XX 00000 5,500,000 5,500,000
000 Xxxxxxx Xxxx Xxxxxxx XX 00000 5,495,152 5,500,000
000 Xxx Xxxxxx Xxxx XX 00000 5,494,514 5,500,000
000 Xxxxxxxxx Xxxxxx XX 00000 5,394,675 5,400,000
000 Xxxxx Xxxxx Xxxxx-Xxxx XX 00000 5,241,234 5,250,000
000 Xxxxxxx Xxxxxxx Xxxxxx XX 00000 5,225,000 5,225,000
000 Xxxxxxxx Xxxxxxxx Xxxx XX 00000 4,995,015 5,000,000
000 Xxxxx Xxxxxx Xxxxxx XX 00000 4,500,000 4,500,000
000 Xxxxxxx Xxxxxxx XX 00000 4,475,134 4,481,250
000 Xxx Xxxxxxxxx Xxx Xxxxxxxxx XX 00000 4,450,000 4,450,000
000 Xxx Xxxxxxx Xxx Xxxxxxx XX 00000 4,400,000 4,400,000
000 Xxxxxx Xxxxxx XX 00000 4,000,000 4,000,000
000 Xxxxxxxxxx Xxxxxx XX 00000 4,000,000 4,000,000
000 Xxxxxx Xxxxxx XX 00000 3,996,063 4,000,000
000 Xxxxxxxxxx Xxxxxxxxxx XX 0000 3,800,000 3,800,000
000 Xxx Xxxxx Xxxxxxxxxx XX 00000 3,798,120 3,805,000
000 Xxxxx Xxxxxxxx XX 00000 3,793,944 3,800,000
000 Xxxxxxx Xxx Xxxxxxx XX 00000 3,739,867 3,750,000
000 Xxxxxxxx Xxxxxx XX 00000 3,739,338 3,750,000
000 Xxx Xxxxxxx Xxx Xxxxxxx XX 00000 3,600,000 3,600,000
000 Xxxxx Xxxxxx Xxx Xxxxxxx XX 00000 3,600,000 3,600,000
000 Xxxxxxxx Xxxxxxxx Xxxx XX 00000 3,600,000 3,600,000
000 Xxxxx Xxxx Xxxxxx XX 00000 3,593,708 3,600,000
000 Xxxxxxx Xxxxxxx XX Various 3,375,000 3,375,000
222.01 Xxxxxxxxxxx Xxxxx XX 00000 901,178 901,178
222.02 Xxxxxxxxxxx Xxxxx XX 00000 865,838 865,838
222.03 XxXxxxxxx Xxxxx XX 00000 689,136 689,136
222.04 Xxxxxxx Xxxxx XX 00000 477,094 477,094
222.05 Xxxxxxxxxxx Xxxxx XX 00000 441,754 441,754
000 Xxxxxxxxxxxx Xxxx XX 00000 3,291,076 3,300,000
000 Xxx Xxxxx Xxx Xxxxxx XX 00000 3,230,000 3,230,000
000 Xxxxxx Xxxxxxxxx XX 00000 3,220,000 3,220,000
000 Xxxxx Xxxxxxxx XX 00000 2,347,817 2,350,000
000 Xxxxxxx Xxxxx Xxxxxxx XX 00000 849,235 850,000
000 Xxxxxx Xxxxxxxxxx XX 00000 3,100,000 3,100,000
000 Xxxxx Xxxxxxx XX 00000 3,000,000 3,000,000
232 Xxxxxxxxxx Xxxxx XX 00000 3,000,000 3,000,000
000 Xxxx Xxxxx Xxxxxxxxx XX 00000 2,980,000 2,980,000
000 Xxx Xxxxxx Xxxxxx XX 00000 2,827,167 2,830,000
000 Xxx Xxxxx Xxxxx XX 00000 2,795,084 2,800,000
000 Xxxxxxx Xxxxxxxxxxxx XX 0000 2,645,545 2,650,000
000 Xxxx Xxxxx Xxxxxxxxx XX 00000 2,575,200 2,575,200
000 Xxxx Xxxxxx XX 00000 2,536,847 2,550,000
000 Xxxxx Xxxxxxxxx Xxx Xxxxxxx XX 00000 2,497,549 2,500,000
000 Xxxxxxx Xxxx Xxxxx XX 00000 2,495,580 2,500,000
000 Xxxxxxxxx Xxxxxxx Xxxxxxxx XX 00000 2,495,221 2,500,000
000 Xxxxxxxxx Xxxxxxx XX 00000 2,450,000 2,450,000
000 Xxx Xxxxxxxx Xxxxxx XX 00000 2,397,661 2,400,000
000 Xxx Xxxxxxx Xxx Xxxxxxx XX 00000 2,397,624 2,400,000
000 Xxxxxxxx Xxxx XX 00000 2,395,805 2,400,000
000 Xxxxxxxx Xxxxxxxx XX 00000 2,350,000 2,350,000
000 Xxxxx Xxxx Xxxxxxxxxx XX 00000 2,245,000 2,245,000
000 Xxxxxxx Xxxxxxx XX 00000 2,200,000 2,200,000
000 Xxxxxxxxxxx Xxxxxx XX 00000 2,197,790 2,200,000
000 Xxxxxxxx Xxxxxxxxx XX 00000 2,097,324 2,100,000
256 Xxxxxxxxxxxx Xxxxxxxxxx XX 00000 2,066,280 2,070,000
000 Xxxxxx Xxxx XX 00000 2,050,000 2,050,000
000 Xx Xxxxx Xxx Xxxxxxx XX 00000 2,038,000 2,040,000
000 Xxxxx Xxxxxxxxxx Xxxxxxxx XX 00000 1,890,000 1,890,000
000 Xxxxxxxx Xxxxxx XX 00000 1,870,000 1,870,000
000 Xxxxx Xxxxxxxxxx Xxxxxxx XX 00000 1,867,516 1,875,000
000 Xxxxxxx Xxxxxx XX 00000 1,746,941 1,750,000
000 Xxxxxxxx Xxxxxx XX 00000 1,700,000 1,700,000
000 Xxxxxxxxxx Xxxx XX 00000 1,497,455 1,500,000
000 Xxxx Xxxxx Xxx XX 00000 1,497,437 1,500,000
000 Xxxxxx Xxxxxx XX 00000 1,495,891 1,500,000
000 Xxx Xxxxxxx Xxxxx XX 00000 1,460,000 1,460,000
000 Xxxxxx Xxxx XX 00000 1,297,634 1,300,000
000 Xxxxxxxxxx Xxxxxxxxxx XX 00000 1,150,000 1,150,000
000 Xxxxxxxx Xxxxxxxxxxxx XX 00000 1,059,000 1,060,000
000 Xxxxxxxxxx Xxxxxxx XX 00000 1,000,000 1,000,000
000 Xxxxxxx Xxxxxxx XX 00000 917,586 920,000
000 Xxxxxxxxxx Xxxxxxxxx XX 00000 914,000 914,000
000 Xxxxx Xxxxx XX 00000 759,360 760,000
MONTHLY P&I DEBT ANNUAL P&I DEBT INTEREST PRIMARY MASTER TRUSTEE AND SUB SERVICING ADMIN.
LOAN # SERVICE ($) SERVICE ($) RATE % SERVICING FEE SERVICING FEE PAYING AGENT FEE FEE RATE FEE %
-----------------------------------------------------------------------------------------------------------------------------------
3 453,174.54 5,438,094.48 5.8300 0.010 0.010 0.0004 0.0204
4 235,946.31 2,831,355.72 5.8300 0.010 0.010 0.0004 0.0204
4.01
4.02
5 141,863.33 1,702,359.96 5.8300 0.010 0.010 0.0004 0.0204
6 137,922.69 1,655,072.28 5.8300 0.010 0.010 0.0004 0.0204
7 93,097.81 1,117,173.72 5.8300 0.010 0.010 0.0004 0.0204
8 43,347.13 520,165.56 5.8300 0.010 0.010 0.0004 0.0204
19 219,435.97 2,633,231.64 5.6460 0.010 0.010 0.0004 0.0204
22 254,368.65 3,052,423.80 6.2300 0.010 0.010 0.0004 0.0204
24 198,043.76 2,376,525.12 5.7170 0.010 0.010 0.0004 0.0204
30 196,406.84 2,356,882.08 5.9600 0.010 0.010 0.0004 0.0204
35 179,037.61 2,148,451.32 5.9200 0.010 0.010 0.0004 0.0204
43 138,036.65 1,656,439.80 5.8100 0.010 0.010 0.0004 0.0204
50 127,296.42 1,527,557.04 5.9050 0.010 0.010 0.0004 0.0204
53 126,310.93 1,515,731.16 6.0300 0.010 0.010 0.0004 0.0204
53.01
53.02
53.03
55 91,925.93 1,103,111.16 5.4400 0.010 0.010 0.0004 0.0204
56 114,128.95 1,369,547.40 5.6600 0.010 0.010 0.0004 0.0204
59 115,536.87 1,386,442.44 4.6500 0.010 0.010 0.0004 0.0204
60 94,905.07 1,138,860.84 5.7900 0.010 0.010 0.0004 0.0204
62 119,943.91 1,439,326.92 6.3630 0.010 0.010 0.0004 0.0204
64 113,792.47 1,365,509.64 5.9900 0.010 0.010 0.0004 0.0204
70 96,774.72 1,161,296.64 5.6950 0.010 0.010 0.0004 0.0204
75 96,289.52 1,155,474.24 5.7500 0.010 0.010 0.0004 0.0204
75.01
75.02
75.03
75.04
75.05
75.06
75.07
75.08
77 66,884.65 802,615.80 6.0300 0.010 0.010 0.0004 0.0204
78 31,458.01 377,496.12 6.0840 0.010 0.010 0.0004 0.0204
79 95,125.09 1,141,501.08 5.7572 0.010 0.010 0.0004 0.0204
Loan Component 71,992.81 863,913.72 5.7400 0.010 0.010 0.0004 0.0204
Loan Component 14,573.44 174,881.28 5.7400 0.010 0.010 0.0004 0.0204
Loan Component 8,558.84 102,706.08 5.9400 0.010 0.010 0.0004 0.0204
80 98,223.57 1,178,682.84 6.2220 0.010 0.010 0.0004 0.0204
83 89,286.65 1,071,439.80 5.7500 0.010 0.010 0.0004 0.0204
84 91,816.87 1,101,802.44 6.0700 0.010 0.010 0.0004 0.0204
84.01
84.02
85 88,012.96 1,056,155.52 5.8000 0.010 0.010 0.0004 0.0204
87 93,251.62 1,119,019.44 5.9630 0.010 0.010 0.0004 0.0204
90 91,675.52 1,100,106.24 6.3070 0.010 0.010 0.0004 0.0204
93 87,443.29 1,049,319.48 6.1200 0.010 0.010 0.0004 0.0204
94 67,423.61 809,083.32 5.6000 0.010 0.010 0.0004 0.0204
99 84,207.29 1,010,487.48 6.0300 0.010 0.010 0.0004 0.0204
100 81,887.06 982,644.72 5.7710 0.010 0.010 0.0004 0.0204
103 64,918.04 779,016.48 5.6600 0.010 0.010 0.0004 0.0204
104 82,506.10 990,073.20 6.2500 0.010 0.010 0.0004 0.0204
105 64,584.72 775,016.64 5.8800 0.010 0.010 0.0004 0.0204
106 80,690.70 968,288.40 6.5500 0.010 0.010 0.0004 0.0204
106.01
106.02
106.03
106.04
106.05
106.06
107 76,366.37 916,396.44 6.1200 0.010 0.010 0.0004 0.0204
108 73,662.84 883,954.08 5.8400 0.010 0.010 0.0004 0.0204
109 75,490.82 905,889.84 6.2970 0.010 0.010 0.0004 0.0204
110 69,192.46 830,309.52 5.6400 0.010 0.010 0.0004 0.0204
111 72,516.75 870,201.00 6.1130 0.010 0.010 0.0004 0.0204
119 66,629.56 799,554.72 6.1300 0.010 0.010 0.0004 0.0204
120 63,007.51 756,090.12 5.7900 0.010 0.010 0.0004 0.0204
123 56,555.20 678,662.40 6.0160 0.010 0.010 0.0004 0.0204
124 59,004.03 708,048.36 6.1200 0.010 0.010 0.0004 0.0204
125 59,059.36 708,712.32 5.9630 0.010 0.010 0.0004 0.0204
128 52,790.63 633,487.56 5.8700 0.010 0.010 0.0004 0.0204
129 52,241.19 626,894.28 5.6000 0.010 0.010 0.0004 0.0204
130 47,526.04 570,312.48 6.2500 0.010 0.010 0.0004 0.0204
132 55,674.92 668,099.04 5.3500 0.010 0.010 0.0004 0.0204
132.01
132.02
134 53,429.13 641,149.56 6.1200 0.010 0.010 0.0004 0.0204
138 54,103.15 649,237.80 5.7500 0.010 0.010 0.0004 0.0204
140 50,362.24 604,346.88 6.0000 0.010 0.010 0.0004 0.0204
141 52,872.94 634,475.28 6.4600 0.010 0.010 0.0004 0.0204
145 48,273.08 579,276.96 6.0600 0.010 0.010 0.0004 0.0204
147 47,924.63 575,095.56 6.1100 0.010 0.010 0.0004 0.0204
149 47,217.22 566,606.64 6.0900 0.010 0.010 0.0004 0.0204
150 51,032.79 612,393.48 6.3000 0.010 0.010 0.0004 0.0204
151 44,966.29 539,595.48 6.0000 0.010 0.010 0.0004 0.0204
155 43,025.63 516,307.56 6.1000 0.010 0.010 0.0004 0.0204
156 39,392.82 472,713.84 5.7700 0.010 0.010 0.0004 0.0204
159 40,169.89 482,038.68 6.0000 0.010 0.010 0.0004 0.0204
160 39,655.24 475,862.88 6.0200 0.010 0.010 0.0004 0.0204
160.01
160.02
161 39,263.79 471,165.48 6.0700 0.010 0.010 0.0004 0.0204
162 39,263.79 471,165.48 6.0700 0.010 0.010 0.0004 0.0204
163 38,762.08 465,144.96 5.9500 0.010 0.010 0.0004 0.0204
165 34,422.04 413,064.48 5.5940 0.010 0.010 0.0004 0.0204
166 29,347.01 352,164.12 5.7890 0.010 0.010 0.0004 0.0204
168 35,549.81 426,597.72 5.8900 0.010 0.010 0.0004 0.0204
170 36,635.52 439,626.24 6.2900 0.010 0.010 0.0004 0.0204
171 35,868.10 430,417.20 6.1300 0.010 0.010 0.0004 0.0204
172 36,270.94 435,251.28 6.3160 0.010 0.010 0.0004 0.0204
173 35,636.19 427,634.28 6.2300 0.010 0.010 0.0004 0.0204
175 34,674.03 416,088.36 6.0540 0.010 0.010 0.0004 0.0204
176 34,578.53 414,942.36 6.1100 0.010 0.010 0.0004 0.0204
179 34,662.48 415,949.76 6.3000 0.010 0.010 0.0004 0.0204
180 33,964.47 407,573.64 6.1500 0.010 0.010 0.0004 0.0204
181 32,411.65 388,939.80 5.8400 0.010 0.010 0.0004 0.0204
182 35,235.29 422,823.48 6.6300 0.010 0.010 0.0004 0.0204
183 32,939.93 395,279.16 5.9900 0.010 0.010 0.0004 0.0204
184 32,549.52 390,594.24 6.0500 0.010 0.010 0.0004 0.0204
186 32,839.06 394,068.72 6.4000 0.010 0.010 0.0004 0.0204
187 30,193.61 362,323.32 5.6600 0.010 0.010 0.0004 0.0204
189 29,951.81 359,421.72 5.9920 0.010 0.010 0.0004 0.0204
193 26,260.78 315,129.36 5.7500 0.010 0.010 0.0004 0.0204
195 29,866.87 358,402.44 6.3600 0.010 0.010 0.0004 0.0204
196 27,399.42 328,793.04 6.2500 0.010 0.010 0.0004 0.0204
197 26,777.56 321,330.72 6.1400 0.010 0.010 0.0004 0.0204
201 23,216.02 278,592.24 5.7000 0.010 0.010 0.0004 0.0204
202 24,007.74 288,092.88 6.0100 0.010 0.010 0.0004 0.0204
203 24,136.54 289,638.48 6.0600 0.010 0.010 0.0004 0.0204
208 23,843.92 286,127.04 6.4300 0.010 0.010 0.0004 0.0204
209 22,935.36 275,224.32 6.0500 0.010 0.010 0.0004 0.0204
210 24,269.04 291,228.48 6.6000 0.010 0.010 0.0004 0.0204
212 24,276.05 291,312.60 6.0500 0.010 0.010 0.0004 0.0204
213 22,446.99 269,363.88 5.9850 0.010 0.010 0.0004 0.0204
214 21,660.26 259,923.12 6.0330 0.010 0.010 0.0004 0.0204
215 21,583.82 259,005.84 6.0000 0.010 0.010 0.0004 0.0204
216 20,940.06 251,280.72 5.7200 0.010 0.010 0.0004 0.0204
217 22,048.88 264,586.56 6.2000 0.010 0.010 0.0004 0.0204
222 22,115.00 265,380.00 6.8500 0.010 0.010 0.0004 0.0204
222.01
222.02
222.03
222.04
222.05
223 20,254.32 243,051.84 6.2200 0.010 0.010 0.0004 0.0204
224 19,552.77 234,633.24 6.0900 0.010 0.010 0.0004 0.0204
225 19,646.34 235,756.08 6.1640 0.010 0.010 0.0004 0.0204
226 14,637.90 175,654.80 6.3600 0.010 0.010 0.0004 0.0204
227 5,383.76 64,605.12 6.5200 0.010 0.010 0.0004 0.0204
230 18,725.81 224,709.72 6.0700 0.010 0.010 0.0004 0.0204
231 21,079.64 252,955.68 5.7600 0.010 0.010 0.0004 0.0204
232 18,141.11 217,693.32 6.0800 0.010 0.010 0.0004 0.0204
233 18,737.74 224,852.88 6.4500 0.010 0.010 0.0004 0.0204
235 16,912.73 202,952.76 5.9700 0.010 0.010 0.0004 0.0204
236 17,112.81 205,353.72 6.1800 0.010 0.010 0.0004 0.0204
237 16,523.89 198,286.68 6.3700 0.010 0.010 0.0004 0.0204
239 16,192.43 194,309.16 6.4500 0.010 0.010 0.0004 0.0204
240 15,817.07 189,804.84 6.3200 0.010 0.010 0.0004 0.0204
241 15,117.59 181,411.08 6.0800 0.010 0.010 0.0004 0.0204
242 15,230.70 182,768.40 6.1500 0.010 0.010 0.0004 0.0204
243 14,668.83 176,025.96 5.8000 0.010 0.010 0.0004 0.0204
245 14,626.04 175,512.48 5.9600 0.010 0.010 0.0004 0.0300 0.0504
247 14,559.38 174,712.56 6.1100 0.010 0.010 0.0004 0.0204
248 14,435.54 173,226.48 6.0300 0.010 0.010 0.0004 0.0204
249 14,699.26 176,391.12 6.2000 0.010 0.010 0.0004 0.0204
250 14,869.06 178,428.72 6.5100 0.010 0.010 0.0004 0.0204
252 13,805.33 165,663.96 6.2380 0.010 0.010 0.0004 0.0204
253 13,232.57 158,790.84 6.0300 0.010 0.010 0.0004 0.0204
254 13,122.30 157,467.60 5.9520 0.010 0.010 0.0004 0.0500 0.0704
255 14,575.51 174,906.12 6.8000 0.010 0.010 0.0004 0.0204
256 12,513.36 150,160.32 6.0770 0.010 0.010 0.0004 0.0204
257 12,198.68 146,384.16 5.9300 0.010 0.010 0.0004 0.0204
258 12,335.95 148,031.40 6.0800 0.010 0.010 0.0004 0.0204
260 11,465.51 137,586.12 6.1100 0.010 0.010 0.0004 0.0204
261 11,562.60 138,751.20 6.2900 0.010 0.010 0.0004 0.0204
262 11,888.29 142,659.48 6.5300 0.010 0.010 0.0004 0.0204
263 10,718.21 128,618.52 6.2000 0.010 0.010 0.0004 0.0204
265 10,700.48 128,405.76 6.4600 0.010 0.010 0.0004 0.0204
267 9,313.94 111,767.28 6.3300 0.010 0.010 0.0004 0.0204
268 9,284.59 111,415.08 6.3000 0.010 0.010 0.0004 0.0204
269 9,148.14 109,777.68 6.1600 0.010 0.010 0.0004 0.0204
270 8,961.00 107,532.00 6.2200 0.010 0.010 0.0004 0.0204
271 7,810.88 93,730.56 6.0200 0.010 0.010 0.0004 0.0204
272 7,148.20 85,778.40 6.3400 0.010 0.010 0.0004 0.0204
273 6,547.30 78,567.60 6.2800 0.010 0.010 0.0004 0.0204
274 5,196.18 62,354.16 6.1500 0.010 0.010 0.0004 0.0204
275 5,730.58 68,766.96 6.3600 0.010 0.010 0.0004 0.0204
276 5,699.18 68,390.16 6.3700 0.010 0.010 0.0004 0.0204
277 4,985.04 59,820.48 6.8600 0.010 0.010 0.0004 0.0204
NET MONTHLY
MORTGAGE PAYMENT MATURITY/ AMORT ARD
LOAN # RATE % ACCRUAL TYPE TERM DATE REM. TERM ARD DATE TERM REM. AMORT TITLE TYPE ARD LOAN STEP UP
------------------------------------------------------------------------------------------------------------------------------------
3 5.80960 Actual/360 60 8 58 10/8/2011 0 0 Fee
4 5.80960 Actual/360 60 8 58 10/8/2011 0 0 Fee
4.01 Fee
4.02 Fee
5 5.80960 Actual/360 60 8 58 10/8/2011 0 0 Fee
6 5.80960 Actual/360 60 8 58 10/8/2011 0 0 Fee
7 5.80960 Actual/360 60 8 58 10/8/2011 0 0 Fee
8 5.80960 Actual/360 60 8 58 10/8/2011 0 0 Fee
19 5.62560 Actual/360 120 8 120 12/8/2016 0 0 Fee
22 6.20960 Actual/360 120 8 116 8/8/2016 360 360 Fee
24 5.69660 Actual/360 120 8 119 11/8/2016 0 0 Fee
30 5.93960 Actual/360 120 8 113 5/8/2016 360 360 Fee
35 5.89960 Actual/360 120 8 119 11/8/2016 300 299 Fee
43 5.78960 Actual/360 120 8 120 12/8/2016 360 360 Fee
50 5.88460 Actual/360 120 8 120 12/8/2016 360 360 Fee
53 6.00960 Actual/360 120 8 118 10/8/2016 360 360 Fee
53.01 Fee
53.02 Fee
53.03 Fee
55 5.41960 Actual/360 120 8 120 12/8/2016 0 0 Fee
56 5.63960 Actual/360 120 8 120 12/8/2016 360 360 Fee
59 4.62960 Actual/360 120 8 118 10/8/2016 360 360 Fee
60 5.76960 Actual/360 120 8 118 10/8/2016 0 0 Fee
62 6.34260 Actual/360 120 8 118 10/8/2016 360 360 Fee
64 5.96960 Actual/360 120 8 120 12/8/2016 360 360 Fee
70 5.67460 Actual/360 120 8 120 12/8/2016 420 420 Fee
75 5.72960 Actual/360 120 8 118 10/8/2016 360 360 Fee
75.01 Fee
75.02 Fee
75.03 Fee
75.04 Fee
75.05 Fee
75.06 Fee
75.07 Fee
75.08 Fee
77 6.00960 Actual/360 120 8 118 10/8/2016 360 360 Fee
78 6.06360 Actual/360 120 8 118 10/8/2016 360 358 Fee
79 5.73683 Actual/360 120 8 119 11/8/2016 Various Various Fee
Loan Component 5.71960 Actual/360 120 8 119 11/8/2016 360 360 Fee
Loan Component 5.71960 Actual/360 120 8 119 11/8/2016 360 360 Fee
Loan Component 5.91960 Actual/360 120 8 119 11/8/2016 336 335 Fee
80 6.20160 Actual/360 120 8 117 9/8/2016 360 360 Fee
83 5.72960 Actual/360 120 8 119 11/8/2016 360 360 Fee
84 6.04960 Actual/360 120 8 117 9/8/2016 360 360 Fee
84.01 Fee
84.02 Fee
85 5.77960 Actual/360 120 8 119 11/8/2016 360 360 Fee
87 5.94260 Actual/360 120 8 119 11/8/2016 324 323 Fee
90 6.28660 Actual/360 120 8 118 10/8/2016 360 358 Fee
93 6.09960 Actual/360 120 8 116 8/8/2016 360 356 Fee
94 5.57960 Actual/360 120 8 119 11/8/2016 0 0 Fee
99 6.00960 Actual/360 120 8 113 5/8/2016 360 360 Fee
100 5.75060 Actual/360 120 8 119 11/8/2016 360 359 Fee
103 5.63960 Actual/360 120 8 120 12/8/2016 0 0 Leasehold
104 6.22960 Actual/360 60 8 54 6/8/2011 360 360 Fee
105 5.85960 Actual/360 120 8 119 11/8/2016 0 0 Fee
106 6.52960 Actual/360 120 8 118 10/8/2016 360 358 Fee
106.01 Fee
106.02 Fee
106.03 Fee
106.04 Fee
106.05 Fee
106.06 Fee
107 6.09960 Actual/360 120 8 116 8/8/2016 360 356 Fee
108 5.81960 Actual/360 120 8 118 10/8/2016 360 360 Fee
109 6.27660 Actual/360 120 8 118 10/8/2016 360 358 Fee
110 5.61960 Actual/360 120 8 120 12/8/2016 360 360 Fee
111 6.09260 Actual/360 120 8 118 10/8/2016 360 360 Fee
119 6.10960 Actual/360 120 8 119 11/8/2016 360 359 Fee
120 5.76960 Actual/360 120 8 120 12/8/2016 360 360 Fee
123 5.99560 Actual/360 120 8 118 10/8/2016 420 418 Fee
124 6.09960 Actual/360 120 8 116 8/8/2016 360 356 Fee
125 5.94260 Actual/360 120 8 119 11/8/2016 324 323 Fee
128 5.84960 Actual/360 120 8 119 11/8/2016 384 384 Fee
129 5.57960 Actual/360 120 8 119 11/8/2016 360 359 Fee
130 6.22960 Actual/360 60 8 58 10/8/2011 0 0 Fee
132 5.32960 Actual/360 120 8 104 8/8/2015 300 284 Fee
132.01 Fee
132.02 Fee
134 6.09960 Actual/360 120 8 116 8/8/2016 360 356 Fee
138 5.72960 Actual/360 120 8 120 12/8/2016 300 300 Fee
140 5.97960 Actual/360 120 8 118 10/8/2016 360 360 Fee
141 6.43960 Actual/360 60 8 59 11/8/2011 360 359 Fee
145 6.03960 Actual/360 113 8 111 3/8/2016 360 360 Fee
147 6.08960 Actual/360 120 8 117 9/8/2016 360 360 Fee
149 6.06960 Actual/360 120 8 118 10/8/2016 360 358 Fee
150 6.27960 Actual/360 120 8 119 11/8/2016 300 299 Fee
151 5.97960 Actual/360 120 8 118 10/8/2016 360 360 Fee
155 6.07960 Actual/360 120 8 118 10/8/2016 360 360 Fee
156 5.74960 Actual/360 60 8 58 10/8/2011 420 418 Fee
159 5.97960 Actual/360 120 8 118 10/8/2016 360 360 Fee/Leasehold
160 5.99960 Actual/360 60 8 60 12/8/2011 360 360 Fee
160.01 Fee
160.02 Fee
161 6.04960 Actual/360 120 8 119 11/8/2016 360 359 Fee
162 6.04960 Actual/360 120 8 119 11/8/2016 360 359 Fee
163 5.92960 Actual/360 120 8 118 10/8/2016 360 358 Fee
165 5.57360 Actual/360 120 8 120 12/8/2016 360 360 Fee
166 5.76860 Actual/360 120 8 117 9/8/2016 0 0 Fee
168 5.86960 Actual/360 120 8 119 11/8/2016 360 360 Fee
170 6.26960 Actual/360 120 8 116 8/8/2016 360 360 Fee
171 6.10960 Actual/360 120 8 118 10/8/2016 360 360 Fee
172 6.29560 Actual/360 120 8 119 11/8/2016 360 360 Fee
173 6.20960 Actual/360 120 8 119 11/8/2016 360 359 Fee
175 6.03360 Actual/360 120 8 117 9/8/2016 360 360 Fee
176 6.08960 Actual/360 120 8 117 9/8/2016 360 360 Fee
179 6.27960 Actual/360 120 8 117 9/8/2016 360 360 Fee
180 6.12960 Actual/360 120 8 119 11/8/2016 360 360 Fee
181 5.81960 Actual/360 120 8 118 10/8/2016 360 360 Fee
182 6.60960 Actual/360 120 8 119 11/8/2016 360 359 Fee
183 5.96960 Actual/360 120 8 119 11/8/2016 360 359 Fee
184 6.02960 Actual/360 120 8 119 11/8/2016 360 359 Fee
186 6.37960 Actual/360 120 8 118 10/8/2016 360 358 Fee
187 5.63960 Actual/360 120 8 119 11/8/2016 360 360 Fee
189 5.97160 Actual/360 120 8 119 11/8/2016 360 359 Fee
193 5.72960 Actual/360 120 8 118 10/8/2016 360 360 Fee
195 6.33960 Actual/360 120 8 119 11/8/2016 300 299 Fee
196 6.22960 Actual/360 60 8 54 6/8/2011 360 360 Fee
197 6.11960 Actual/360 120 8 118 10/8/2016 360 360 Leasehold
201 5.67960 Actual/360 120 8 120 12/8/2016 360 360 Fee
202 5.98960 Actual/360 120 8 119 11/8/2016 360 360 Fee
203 6.03960 Actual/360 120 8 119 11/8/2016 360 359 Fee
208 6.40960 Actual/360 120 8 117 9/8/2016 360 360 Fee
209 6.02960 Actual/360 120 8 118 10/8/2016 360 358 Fee
210 6.57960 Actual/360 60 8 58 10/8/2011 360 358 Fee
212 6.02960 Actual/360 120 8 118 10/8/2016 300 298 Leasehold
213 5.96460 Actual/360 120 8 117 9/8/2016 360 357 Fee
214 6.01260 Actual/360 120 8 119 11/8/2016 360 360 Fee
215 5.97960 Actual/360 120 8 120 12/8/2016 360 360 Fee
216 5.69960 Actual/360 120 8 119 11/8/2016 360 360 Fee
217 6.17960 Actual/360 120 8 118 10/8/2016 360 358 Fee
222 6.82960 Actual/360 120 8 120 12/8/2016 360 360 Fee
222.01 Fee
222.02 Fee
222.03 Fee
222.04 Fee
222.05 Fee
223 6.19960 Actual/360 120 8 117 9/8/2016 360 357 Fee
224 6.06960 Actual/360 120 8 119 11/8/2016 360 360 Fee
225 6.14360 Actual/360 120 8 119 11/8/2016 360 360 Fee
226 6.33960 Actual/360 120 8 119 11/8/2016 360 359 Fee
227 6.49960 Actual/360 120 8 119 11/8/2016 360 359 Fee
230 6.04960 Actual/360 120 8 119 11/8/2016 360 360 Fee
231 5.73960 Actual/360 120 8 120 12/8/2016 240 240 Fee
232 6.05960 Actual/360 120 8 118 10/8/2016 360 360 Fee
233 6.42960 Actual/360 60 8 55 7/8/2011 360 360 Fee
235 5.94960 Actual/360 120 8 119 11/8/2016 360 359 Fee
236 6.15960 Actual/360 120 8 118 10/8/2016 360 358 Fee
237 6.34960 Actual/360 120 8 118 10/8/2016 360 358 Fee
239 6.42960 Actual/360 60 8 55 7/8/2011 360 360 Fee
240 6.29960 Actual/360 120 8 114 6/8/2016 360 354 Fee
241 6.05960 Actual/360 120 8 119 11/8/2016 360 359 Fee
242 6.12960 Actual/360 120 8 118 10/8/2016 360 358 Fee
243 5.77960 Actual/360 120 8 118 10/8/2016 360 358 Fee
245 5.90960 Actual/360 120 8 119 11/8/2016 360 360 Fee
247 6.08960 Actual/360 120 8 119 11/8/2016 360 359 Fee
248 6.00960 Actual/360 84 8 83 11/8/2013 360 359 Fee
249 6.17960 Actual/360 120 8 118 10/8/2016 360 358 Fee
250 6.48960 Actual/360 120 8 115 7/8/2016 360 360 Fee
252 6.21760 Actual/360 120 8 117 9/8/2016 360 360 Fee
253 6.00960 Actual/360 120 8 118 10/8/2016 360 360 Fee
254 5.88160 Actual/360 120 8 119 11/8/2016 360 359 Fee
255 6.77960 Actual/360 120 8 119 11/8/2016 300 299 Fee
256 6.05660 Actual/360 120 8 118 10/8/2016 360 358 Fee
257 5.90960 Actual/360 120 8 118 10/8/2016 360 360 Fee
258 6.05960 Actual/360 120 8 119 11/8/2016 360 359 Fee
260 6.08960 Actual/360 120 8 119 11/8/2016 360 360 Fee
261 6.26960 Actual/360 120 8 117 9/8/2016 360 360 Fee
262 6.50960 Actual/360 120 8 115 7/8/2016 360 355 Fee
263 6.17960 Actual/360 120 8 118 10/8/2016 360 358 Fee
265 6.43960 Actual/360 120 8 114 6/8/2016 360 360 Fee
267 6.30960 Actual/360 120 8 118 10/8/2016 360 358 Fee
268 6.27960 Actual/360 120 8 118 10/8/2016 360 358 Fee
269 6.13960 Actual/360 120 8 117 9/8/2016 360 357 Fee
270 6.19960 Actual/360 120 8 118 10/8/2016 360 360 Fee
271 5.99960 Actual/360 120 8 118 10/8/2016 360 358 Fee
272 6.31960 Actual/360 120 8 119 11/8/2016 360 360 Fee
273 6.25960 Actual/360 120 8 119 11/8/2016 360 359 Fee
274 6.12960 Actual/360 120 8 119 11/8/2016 0 0 Fee
275 6.33960 Actual/360 120 8 117 9/8/2016 360 357 Fee
276 6.34960 Actual/360 120 8 117 9/8/2016 360 360 Fee
277 6.83960 Actual/360 120 8 119 11/8/2016 360 359 Fee
PARTIAL UPFRONT UPFRONT
ENVIRONMENTAL CROSS CROSS DEFEASANCE LETTER OF LOCKBOX HOLDBACK ENGINEERING CAPEX
LOAN # INSURANCE DEFAULTED COLLATERALIZED ALLOWED CREDIT TYPE AMOUNT RESERVE ($) RESERVE ($)
----------------------------------------------------------------------------------------------------------------------------
3 No Yes Yes Yes No Hard -
4 No Yes Yes Yes No Hard -
4.01 No 0 0 0 0 -
4.02 Xx 0 0 0 0 -
0 Xx Yes Yes Yes No Hard -
6 No Yes Yes Yes No Hard -
7 No Yes Yes Yes No Hard -
8 No Yes Yes Yes No Hard -
19 No No No No No - 8,313
22 No No No No No Hard - 310,500
24 No No No No No - 72,800
30 No No No No No Hard - 250,000
35 No No No No No Hard - 12,500
43 No No No No No - 87,250
50 No No No No No Hard -
53 No No No Yes No -
53.01 No 0 0 0 0 -
53.02 No 0 0 0 0 -
53.03 Xx 0 0 0 0 -
00 Xx No No No No -
56 No No No No No -
59 No No No No No - 150,000
60 No No No No No Hard -
62 No No No No No Hard -
64 No No No No No -
70 No No No No No -
75 No No No Yes No - 17,500
75.01 No 0 0 0 0 -
75.02 No 0 0 0 0 -
75.03 No 0 0 0 0 -
75.04 No 0 0 0 0 -
75.05 No 0 0 0 0 -
75.06 No 0 0 0 0 -
75.07 No 0 0 0 0 -
75.08 Xx 0 0 0 0 -
00 Xx Yes Yes No No - 107,654
78 No Yes Yes No No - 60,038
79 No No No Yes No - 33,875
Loan Component No No No Yes No -
Loan Component No No No Yes No -
Loan Component No No No Yes No -
80 No No No No No Hard - 415,000
83 No No No No No -
84 No No No No No Hard -
84.01 No 0 0 0 0 -
84.02 Xx 0 0 0 0 -
00 Xx Xx Xx Xx Xx - 5,000 213,200
87 No No No No No -
90 No No No No No -
93 No No No No No -
94 No No No No No -
99 No No No No No Soft -
100 No No No No No Hard -
103 No No No No No -
104 No No No No No - 103,434
105 No No No No Yes Hard - 27,250
106 No No No Yes No Soft - 10,825
106.01 No 0 0 0 0 -
106.02 No 0 0 0 0 -
106.03 No 0 0 0 0 -
106.04 No 0 0 0 0 -
106.05 No 0 0 0 0 -
106.06 Xx 0 0 0 0 -
000 Xx No No No No -
108 No No No No No -
109 No No No No No -
110 No No No No No - 13,875
111 No No No No No Hard - 6,250 1,917
119 No No No No No -
120 No No No No No -
123 No No No No No -
124 No No No No No -
125 No No No No No -
128 No No No No No - 4,688
129 No No No No No -
130 No No No No No -
132 No No No Yes No - 567,765
132.01 No 0 0 0 0 -
132.02 Xx 0 0 0 0 -
000 Xx No No No No -
138 No No No No No -
140 No No No No No -
141 No No No No No Hard -
145 No No No No No Hard -
147 No No No No Yes -
149 No No No No No Hard -
150 No No No No No -
151 No No No No No - 20,000
155 No No No No No -
156 No No No No No - 53,151
159 No No No No No -
160 No No No Yes Yes -
160.01 No 0 0 0 0 -
160.02 Xx 0 0 0 0 -
000 Xx No No No No -
162 No No No No No -
163 No No No No No -
165 No No No No No -
166 No No No No No -
168 No No No No No -
170 No No No No No -
171 No No No No No -
172 No No No No No -
173 No No No No No - 41,344 4,050
175 No No No No No Hard - 201,875
176 No No No No Yes -
179 No No No No No Hard -
180 No No No No No - 27,500 1,957
181 No No No No No -
182 No No No No No -
183 No No No No No -
184 No No No No No - 21,875 23,000
186 No No No No No Hard -
187 No No No No No - 625 2,154
189 No No No No No -
193 No No No No No -
195 No No No No No Hard - 21,875 19,021
196 No No No No No - 107,877
197 No No No No No - 21,250
201 No No No No No -
202 No No No No No - 1,875
203 No No No No No - 215,625
208 No No No No No - 2,375
209 No No No No No -
210 No No No No No - 8,970
212 No No No No No -
213 No No No No No - 1,500 9,333
214 No No No No No -
215 No No No No No - 49,969 204
216 No No No No No - 900 126,720
217 Xx Xx Xx Xx Xx - 000
000 No No No No No -
222.01 No 0 0 0 0 -
222.02 No 0 0 0 0 -
222.03 No 0 0 0 0 -
222.04 No 0 0 0 0 -
222.05 Xx 0 0 0 0 -
000 Xx No No No No -
224 No No No No No -
225 No No No No No - 1,645
226 No Yes Yes No No - 7,610
227 No Yes Yes Xx Xx -
000 Xx Xx Xx Xx Xx -
000 Xx No No Yes No - 11,673
232 No No No No No -
233 No No No No No -
235 No No No No No - 676
236 No No No No No - 18,400
237 No No No No No - 1,364
239 No No No No No -
240 No No No No No - 4,375
241 Xx Xx Xx Xx Xx - 000
000 No No No No No -
243 No No No No No - 7,500
245 No No No No No -
247 No No No No No -
248 No No No No No -
249 No No No No No Hard -
250 No No No No No - 23,400
252 No No No No No -
253 No No No No No -
254 No No No No No - 861
255 No No No No No - 38,987
256 No No No No No - 20,875 1,888
257 No No No No No -
258 No No No No No -
260 No No No No No - 124
261 No No No No No -
262 No No No No No -
263 No No No No No - 722
265 No No No No No - 2,000
267 Xx Xx Xx Xx Xx - 000
000 No No No No No - 396
269 No No No No No -
270 No No No No No -
271 No No No No No - 201
272 No No No No No -
273 No No No No No - 33,120
274 No No No No No -
275 No No No No No - 3,000 486
276 No No No No No - 5,000 1,250
277 No No No No No - 8,094
UPFRONT UPFRONT UPFRONT UPFRONT MONTHLY MONTHLY MONTHLY MONTHLY
TI/LC RE TAX INS. OTHER CAPEX CAPEX TI/LC TI/LC
LOAN # RESERVE ($) RESERVE ($) RESERVE ($) RESERVE ($) RESERVE ($) RESERVE CAP ($) RESERVE ($) RESERVE CAP ($)
------------------------------------------------------------------------------------------------------------------------------
3 298,066 933,252 69,009 4,175,504 14,233 256,239 56,932 922,460
4 155,189 485,900 35,930 2,173,985 7,410 133,411 29,642 480,281
4.01
4.02
5 93,308 292,148 21,603 1,307,114 4,456 80,214 17,822 288,770
6 90,716 284,033 21,003 1,270,806 4,332 77,986 17,327 280,749
7 61,233 191,722 14,177 857,794 2,924 52,640 11,696 189,505
8 28,511 89,268 6,601 399,396 1,361 24,510 5,446 88,235
19 211,930 21,791 1,787 64,338 5,957 214,460
22 400,000 230,000 43,000 2,436 8,701 400,000
24 411,267 6,793
30 262,692 3,711
35 24,232 35,444
43 49,156 12,486 3,379
50 37,069 20,691 1,000,000 21,560 250,000 1,000
53 157,706
53.01
53.02
53.03
55 39,528
56 20,451 1,613
59 28,295 4,029 36,000
60 30,352 5,615
62 150,000 8,333 7,798
64 20,803 5,430
70 2,200,000
75 87,892 20,960 1,725
75.01
75.02
75.03
75.04
75.05
75.06
75.07
75.08
77 15,009 4,303 620,000 1,600
78 22,447 4,873 1,271
79 204,777 11,419 1,000,000 7,834 602
Loan Component
Loan Component
Loan Component
80 2,434,000 371,223 3,238 3,607
83 25,360 66,450 1,100,000 1,348 3,910
84 20,003 69,982 3,166 157,320 638
84.01
84.02
85 1,200,000 42,764 1,600,000
87 29,180 1,251
90 107,268 12,295 13,732
93 26,977 13,800
94
99 186,164 18,241 2,997
100 6,735
103 28,395 5,168 278 3,666 90,000
104 42,791 2,270 3,666 131,976 1,833 65,988
105 129,840 400,000 2,126 75,000
106 52,391 86,091 5,413
106.01
106.02
106.03
106.04
106.05
106.06
107 16,858 10,254
108 141,253 1,964 100,000
109 143,954 7,105 11,009
110 52,702 158,289 24,015
111 958 57,500
119 352,813 19,420 2,538 144,537 539 3,054 73,290
120
123 7,199 15,768 600,000 1,399
124 80,755 10,145
125 72,121
128 215,000 69,590 4,992
129
130 32,388 3,165
132 52,028 30,104 500,000 1,878 67,608 7,340 264,240
132.01
132.02
134 23,343 10,554
138 34,539 6,399 837 30,132
140 6,419 13,173 755 18,117 2,220 53,284
141 24,742 24,936 4,468
145
147 36,035 6,533 650,000
149 7,214 40,000
150 20,819 4,818 2,250,000 1,788 5,834
151 25,831 19,557
155 100,000 32,138 744 25,000 100,000
156 59,711 2,520
159 7,062 16,092 298,840 1,102 26,453 2,756 66,133
160 95,086 7,583 612 150,000 753 3,879
160.01
160.02
161
162
163 368,595 919 1,237 44,516
165 84,972 13,893 1,810 103,108 175 1,935
166 702,448
168 19,443 22,511 1,600 38,400
170 24,900 4,750 3,458
171 15,056 970 34,893
172 34,782 2,478 251
173 10,549 3,527 2,025
175 44,604 4,538 444 1,479
176 82,796 29,600 200,000
179 100,000 115,541 750 3,119 175,000
180 65,000 12,040 1,654 979 4,167 125,000
181 13,046 3,888 850
182 13,268 18,690 574 1,914
183 31,691 4,151 3,000 108,000
184 34,300 27,115 16,888
186 129,826 77,701 15,063
187 16,554 5,907 1,077
189 7,844 13,477 850
193 32,331 2,100 400,000 924
195 10,210 10,893 190,000 9,510
196 13,443 1,440 327 11,722 1,088 39,168
197 23,350 241 8,676
201 4,746 536
202 8,364 10,655
203 7,936 21,775 2,792
208 22,405 11,401 1,188 28,500
209
210 5,114 3,000 4,485
212 38,832 8,628
213 78,306 6,429 4,667
214 100,000 18,219 1,043 236 2,000 100,000
215 1,492 25,976 2,793 23,872 102 746 34,500
216 29,025 1,995 2,500
217 29,564 6,554 234
222 7,495 1,628
222.01
222.02
222.03
222.04
222.05
223 3,302 8,347 1,042
224 8,724 2,877 405,000 397 1,456 80,000
225 7,238 23,750 823
226 13,433 827 274 1,311
227 4,395 163 101 636
230 10,337 698 235 1,174
231
232 26,809 1,647 263 875 31,500
233 21,591 10,095 3,104 74,500
235 2,703 5,059 5,063 44,000 338 1,351 80,000
236 6,891
237 200,000 8,819 4,804 682
239 21,591 10,399 3,226 77,424
240 2,736 857
241 6,625 3,456 400
242
243 50,000 50,559 1,543 195
245 8,924 5,012 920 22,078
247 4,954 1,525
248 6,000 3,147
249
250 5,294 8,723 150,000
252 37,874 543 72 2,574 496
253 19,302 511 24,544
254 25,000 12,442 6,074 431 1,436 90,000
255 11,241 17,053 3,249
256 1,803 2,191 944
257 24,516 661 12,600 128 818 38,000
258 7,403 885
260 746 5,786 3,208 15,052 62 373 25,000
261 38,787 1,150 625
262 18,169 673 50,000
263 1,692 3,143 714 361 846
265 2,000 7,589 923 1,000 36,000 1,000 36,000
267 390
268 10,150 1,000 36,000 198 7,128
269 50,611 551 125 667 32,000
270 4,611 326 57,356 79 524
271 500 4,215 803 101 250
272 8,598 1,897 151 600
273 1,111 2,038 417
274
275 10,524 1,260 243
276 10,403 963 5,290 625
277 9,632 997 330
MONTHLY MONTHLY MONTHLY
RE TAX INS. OTHER XXXXX XXXXX
LOAN # RESERVE ($) RESERVE ($) RESERVE ($) TO LATE TO DEFAULT
-----------------------------------------------------------------------------------------------------------------------------
3 278,606 6,197 25,829 0 0
4 145,057 3,226 13,448 0 0
4.01
4.02
5 87,216 1,940 8,086 0 0
6 84,793 1,886 7,861 0 0
7 57,235 1,273 5,306 0 0
8 26,649 593 2,471 0 0
19 42,386 3,632 0 0
22 57,064 7,066 0 (late charge not due on 1st late pmt each calendar year) 0
24 81,313 8,006 0 0
30 32,837 3,711 0 0
35 12,116 0 0
43 16,385 6,243 0 0
50 18,534 20,691 0 0
53 17,523 0 0
53.01
53.02
53.03
55 10,333 2 0
56 20,451 1,613 0 0
59 28,295 4,029 0 0
60 10,117 1,379 0 0
62 25,000 4,167 0 0
64 6,935 1,810 0 0
70 0 0
75 20,282 5,240 0 0
75.01
75.02
75.03
75.04
75.05
75.06
75.07
75.08
77 7,505 1,076 0 0
78 7,482 1,218 0 0
79 23,777 5,710 0 0
Loan Component
Loan Component
Loan Component
80 41,247 3,238 0 0
83 12,680 5,538 0 0
84 20,003 6,268 0 0
84.01
84.02
85 14,255 2,557 0 0
87 14,590 0 0
90 9,750 6,148 0 0
93 13,488 0 0
94 0 0
99 37,500 6,656 0 0
100 12,300 0 0
103 14,197 431 5 0
104 14,264 1,135 0 0
105 20,415 0 0
106 18,053 6,836 0 0
106.01
106.02
106.03
106.04
106.05
106.06
107 16,858 0 0
108 15,695 982 5 0
109 12,356 3,552 0 0
110 10,540 22,516 0 0
111 0 0
119 6,473 846 0 0
120 0 0
123 7,199 1,577 0 0
124 8,973 0 0
125 14,424 0 0
128 21,179 8,699 10 0
129 0 0
130 10,166 791 0 0
132 10,406 5,017 0 0
132.01
132.02
134 11,671 0 0
138 11,166 914 0 0
140 6,419 3,293 0 0
141 8,247 3,562 0 0
145 0 0
147 6,006 653 0 0
149 3,607 0 0
150 10,410 482 0 0
151 8,610 2,445 0 0
155 6,428 0 0
156 6,635 3,167 0 0
159 7,062 4,023 0 0
160 7,583 612 0 0
160.01
160.02
161 0 0
162 0 0
163 460 5,265 0 0
165 4,631 905 0 0
166 0 0
168 2,583 2,046 0 0
170 4,150 2,375 0 0
171 7,528 0 0
172 14,226 1,239 0 0
173 3,516 882 0 0
175 7,434 2,269 0 0
176 8,280 3,131 0 0
179 10,110 2,100 0 0
180 6,020 827 0 0
181 5,287 777 0 0
182 6,635 1,558 0 0
183 15,846 2,075 0 0
184 5,423 1,407 0 0
186 11,802 7,064 0 0
187 8,277 2,953 10 0
189 981 1,925 0 0
193 3,592 1,050 0 0
195 5,105 8,379 0 0
196 4,482 720 0 0
197 3,336 0 0
201 4,746 536 0 0
202 4,182 1,332 0 0
203 7,936 1,980 0 0
208 5,601 814 0 0
209 0 0
210 5,114 1,500 0 0
212 5,547 1,079 0 0
213 7,831 3,215 0 0
214 4,555 522 0 0
215 6,494 465 0 0
216 4,838 997 0 0
217 4,223 819 0 0
222 3,748 814 0 0
222.01
222.02
222.03
222.04
222.05
223 3,302 1,262 0 0
224 4,362 1,438 0 0
225 3,619 2,639 10 0
226 2,687 413 0 0
227 879 82 0 0
230 5,169 349 0 0
231 0 0
232 2,234 823 0 0
233 2,399 2,019 0 0
235 2,529 844 5 0
236 3,446 0 0
237 4,460 801 0 0
239 2,399 2,080 0 0
240 912 428 0 0
241 3,313 576 0 0
242 0 0
243 3,889 772 0 0
245 4,462 835 0 0
247 826 763 0 0
248 3,000 286 0 0
249 0 0
250 756 1,246 0 0
252 3,787 272 0 0
253 2,076 0 0
254 6,221 506 0 0
255 5,621 8,526 0 0
256 901 1,096 0 0
257 2,043 330 0 0
258 3,701 442 0 0
260 1,157 458 0 0
261 5,541 575 0 0
262 2,271 224 0 0
263 1,571 357 0 0
265 1,265 185 0 0
267 0 0
268 3,000 500 0 0
269 3,615 275 10 0
270 2,306 163 0 0
271 2,107 401 0 0
272 782 474 0 0
273 556 204 0 0
274 0 0
275 1,316 630 0 0
276 1,156 482 0 0
277 1,204 498 0 0
