EXHIBIT 99.2
EXECUTION VERSION
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement, dated as of December 1, 2005
(this "Agreement"), is entered into between Countrywide Commercial Real Estate
Finance, Inc. (the "Seller") and Xxxxxxx Xxxxx Mortgage Investors, Inc. (the
"Purchaser").
The Seller intends to sell and the Purchaser intends to purchase
certain multifamily, commercial and manufactured housing community mortgage
loans (the "Mortgage Loans") identified on the schedule (the "Mortgage Loan
Schedule") annexed hereto as Schedule II. The Purchaser intends to deposit the
Mortgage Loans, along with certain other mortgage loans (the "Other Mortgage
Loans"), into a trust fund (the "Trust Fund"), the beneficial ownership of which
will be evidenced by multiple classes of mortgage pass-through certificates (the
"Certificates"). One or more "real estate mortgage investment conduit" ("REMIC")
elections will be made with respect to most of the Trust Fund. The Trust Fund
will be created and the Certificates will be issued pursuant to a Pooling and
Servicing Agreement, dated as of December 1, 2005 (the "Pooling and Servicing
Agreement"), among the Purchaser as depositor, KeyCorp Real Estate Capital
Markets, Inc. as master servicer (in such capacity, the "Master Servicer"), X.X.
Xxxxxx Company, Inc. as special servicer (in such capacity, the "Special
Servicer"), LaSalle Bank National Association as trustee (the "Trustee") and ABN
AMRO Bank N.V. as fiscal agent. Capitalized terms used but not defined herein
(including the schedules attached hereto) have the respective meanings set forth
in the Pooling and Servicing Agreement.
The Purchaser has entered into an Underwriting Agreement, dated as of
December 1, 2005 (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"), KeyBanc Capital Markets, a
Division of McDonald Investments Inc. ("McDonald Investments"), Xxxxxx Xxxxxxx &
Co. Incorporated ("Xxxxxx Xxxxxxx") and Xxxxxxx, Xxxxx & Co. ("Xxxxxxx Sachs";
Xxxxxxx Xxxxx, Countrywide Securities, IXIS Securities, McDonald Investments,
Xxxxxx Xxxxxxx and Xxxxxxx Xxxxx, 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,
2005 (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 $1,053,585,134 (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 $3,073,749,461 (subject to a
variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall
take place on December 7, 2005 or such other date as shall be mutually
acceptable to the parties to this Agreement (the "Closing Date"). The
consideration (the "Purchase Consideration") for the Mortgage Loans shall be
equal to (i) 98.12385% of the Countrywide Mortgage Loan Balance as of the
Cut-off Date, plus (ii) $926,377, 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, 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
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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
Trust Mortgage Loan shall contain the following documents:
(i) the original executed Mortgage Note for the subject Mortgage Loan,
including any power of attorney related to the execution thereof (or a lost
note affidavit and indemnity with a copy of such Mortgage Note attached
thereto), together with any and all intervening endorsements thereon,
endorsed on its face or by allonge attached thereto (without recourse,
representation or warranty, express or implied) to the order of LaSalle
Bank National Association, as trustee for the registered holders of Xxxxxxx
Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through
Certificates, Series 2005-CKI1, or in blank;
(ii) an original or copy of the Mortgage, together with originals or
copies of any and all intervening assignments thereof, in each case (unless
not yet returned by the applicable recording office) with evidence of
recording indicated thereon or certified by the applicable recording
office;
(iii) an original or copy of any related Assignment of Leases (if such
item is a document separate from the Mortgage), together with originals or
copies of any and all intervening assignments thereof, in each case (unless
not yet returned by the applicable recording office) with evidence of
recording indicated thereon or certified by the applicable recording
office;
(iv) an original executed assignment, in recordable form (except for
completion of the assignee's name (if the assignment is delivered in blank)
and any missing recording information or a certified copy of that
assignment as sent for recording), of (a) the Mortgage, (b) any related
Assignment of Leases (if such item is a document separate from the
Mortgage) and (c) any other recorded document relating to the subject
Mortgage Loan otherwise included in the Mortgage File, in favor of LaSalle
Bank National Association, as trustee for the registered holders of Xxxxxxx
Xxxxx Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through
Certificates, Series 2005-CKI1, or in blank;
(v) an original assignment of all unrecorded documents relating to the
Mortgage Loan (to the extent not already assigned pursuant to clause (iv)
above) in favor of LaSalle Bank National Association, as trustee for the
registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-CKI1, Commercial
Mortgage Pass-Through Certificates, Series 2005-CKI1, or in blank;
(vi) originals or copies of any consolidation, assumption,
substitution and modification agreements in those instances where the terms
or provisions of the Mortgage or Mortgage Note have been consolidated or
modified or the subject Mortgage Loan has been assumed;
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(vii) the original or a copy of the policy or certificate of lender's
title insurance or, if such policy has not been issued or located, an
original or copy of an irrevocable, binding commitment (which may be a pro
forma policy or a marked version of the policy that has been executed by an
authorized representative of the title company or an agreement to provide
the same pursuant to binding escrow instructions executed by an authorized
representative of the title company) to issue such title insurance policy;
(viii) any filed copies or other evidence of filing of any prior UCC
Financing Statements in favor of the originator of the subject Mortgage
Loan or in favor of any assignee prior to the Trustee (but only to the
extent the Seller had possession of such UCC Financing Statements prior to
the Closing Date) and, if there is an effective UCC Financing Statement in
favor of the Seller on record with the applicable public office for UCC
Financing Statements, a UCC Financing Statement assignment, in form
suitable for filing in favor of LaSalle Bank National Association, as
trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust
2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1,
as assignee, or in blank;
(ix) an original or copy of any Ground Lease, guaranty or ground
lessor estoppel;
(x) any intercreditor agreement relating to permitted debt of the
Mortgagor and any intercreditor agreement relating to mezzanine debt
related to the Mortgagor;
(xi) an original or a copy of any loan agreement, any escrow or
reserve agreement, any security agreement, any management agreement, any
agreed upon procedures letter, any lockbox or cash management agreements,
any environmental reports or any letter of credit, in each case relating to
the subject Mortgage Loan; and
(xii) with respect to a Mortgage Loan secured by a hospitality
property, a signed copy of any franchise agreement and/or franchisor
comfort letter.
The foregoing Mortgage File delivery requirement shall be subject to
Section 2.01(c) of the Pooling and Servicing Agreement.
(d) The Seller shall retain an Independent third party (the
"Recording/Filing Agent") that shall, as to each Mortgage Loan, promptly (and in
any event within 90 days following the later of the Closing Date and the
delivery of each Mortgage, Assignment of Leases, recordable document and UCC
Financing Statement to the Trustee) cause to be submitted for recording or
filing, as the case may be, in the appropriate public office for real property
records or UCC Financing Statements, each assignment of Mortgage, assignment of
Assignment of Leases and any other recordable documents relating to each such
Mortgage Loan in favor of the Trustee that is referred to in clause (iv) of the
definition of "Mortgage File" and each UCC Financing Statement assignment in
favor of the Trustee that is referred to in clause (viii) of the definition of
"Mortgage File." Each such assignment and UCC Financing Statement assignment
shall reflect that the recorded original should be returned by the public
recording office to the Trustee following recording, and each such assignment
and UCC Financing Statement assignment shall reflect that the file copy thereof
should be returned to the Trustee
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following filing; provided, that in those instances where the public recording
office retains the original assignment of Mortgage or assignment of Assignment
of Leases, the Recording/Filing Agent shall obtain therefrom a certified copy of
the recorded original. If any such document or instrument is lost or returned
unrecorded or unfiled, as the case may be, because of a defect therein, then the
Seller shall prepare a substitute therefor or cure such defect or cause such to
be done, as the case may be, and the Seller shall deliver such substitute or
corrected document or instrument to the Trustee (or, if the Mortgage Loan is
then no longer subject to the Pooling and Servicing Agreement, to the then
holder of such Mortgage Loan).
The Seller shall bear the out-of-pocket costs and expenses of all such
recording, filing and delivery contemplated in the preceding paragraph,
including, without limitation, any costs and expenses that may be incurred by
the Trustee in connection with any such recording, filing or delivery performed
by the Trustee at the Seller's request and the fees of the Recording/Filing
Agent.
(e) All such other relevant documents and records that (a) relate to
the administration or servicing of the Mortgage Loans, (b) are reasonably
necessary for the ongoing administration and/or servicing of such Mortgage Loans
by the Master Servicer in connection with its duties under the Pooling and
Servicing Agreement, and (c) are in the possession or under the control of the
Seller, together with all unapplied escrow amounts and reserve amounts in the
possession or under the control of the Seller that relate to the Mortgage Loans,
shall be delivered or caused to be delivered by the Seller to the Master
Servicer (or, at the direction of the Master Servicer, to the appropriate
sub-servicer); provided that the Seller shall not be required to deliver any
draft documents, privileged or other communications, credit underwriting or due
diligence analyses, credit committee briefs or memoranda or other internal
approval documents or data or internal worksheets, memoranda, communications or
evaluations.
The Seller agrees to use reasonable efforts to deliver to the Trustee,
for its administrative convenience in reviewing the Mortgage Files, a mortgage
loan checklist for each Mortgage Loan. The foregoing sentence notwithstanding,
the failure of the Seller to deliver a mortgage loan checklist or a complete
mortgage loan checklist shall not give rise to any liability whatsoever on the
part of the Seller to the Purchaser, the Trustee or any other person because the
delivery of the mortgage loan checklist is being provided to the Trustee solely
for its administrative convenience.
(f) The Seller shall take such actions as are reasonably necessary to
assign or otherwise grant to the Trust Fund the benefit of any letters of credit
in the name of the Seller, which secure any Mortgage Loan.
(g) On or before the Closing Date, the Seller shall provide to the
Master Servicer, the initial data (as of the Cut-off Date or the most recent
earlier date for which such data is available) contemplated by the CMSA Loan
Setup File, the CMSA Loan Periodic Update File, the CMSA Operating Statement
Analysis Report and the CMSA Property File.
SECTION 3. Representations, Warranties and Covenants of Seller.
(a) The Seller hereby represents and warrants to and covenants with
the Purchaser, as of the date hereof, that:
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(i) The Seller is a corporation duly organized, validly existing and
in good standing under the laws of the State of California and the Seller
has taken all necessary corporate action to authorize the execution,
delivery and performance of this Agreement by it, and has the power and
authority to execute, deliver and perform this Agreement and all
transactions contemplated hereby.
(ii) This Agreement has been duly and validly authorized, executed and
delivered by the Seller, all requisite action by the Seller's directors and
officers has been taken in connection therewith, and (assuming the due
authorization, execution and delivery hereof by the Purchaser) this
Agreement constitutes the valid, legal and binding agreement of the Seller,
enforceable against the Seller in accordance with its terms, except as such
enforcement may be limited by (A) laws relating to bankruptcy, insolvency,
fraudulent transfer, reorganization, receivership or moratorium, (B) other
laws relating to or affecting the rights of creditors generally, or (C)
general equity principles (regardless of whether such enforcement is
considered in a proceeding in equity or at law).
(iii) The execution and delivery of this Agreement by the Seller and
the Seller's performance and compliance with the terms of this Agreement
will not (A) violate the Seller's certificate of incorporation or bylaws,
(B) violate any law or regulation or any administrative decree or order to
which it is subject or (C) constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default) under, or
result in the breach of, any material contract, agreement or other
instrument to which the Seller is a party or by which the Seller is bound,
which default might have consequences that would, in the Seller's
reasonable and good faith judgment, materially and adversely affect the
condition (financial or other) or operations of the Seller or its
properties or materially and adversely affect its performance hereunder.
(iv) The Seller is not in default with respect to any order or decree
of any court or any order, regulation or demand of any federal, state,
municipal or other governmental agency or body, which default might have
consequences that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the condition (financial or
other) or operations of the Seller or its properties or materially and
adversely affect its performance hereunder.
(v) The Seller is not a party to or bound by any agreement or
instrument or subject to any certificate of incorporation, bylaws or any
other corporate restriction or any judgment, order, writ, injunction,
decree, law or regulation that would, in the Seller's reasonable and good
faith judgment, materially and adversely affect the ability of the Seller
to perform its obligations under this Agreement or that requires the
consent of any third person to the execution of this Agreement or the
performance by the Seller of its obligations under this Agreement (except
to the extent such consent has been obtained).
(vi) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Seller of or compliance by the Seller with this
Agreement or the consummation of the transactions
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contemplated by this Agreement except as have previously been obtained, and
no bulk sale law applies to such transactions.
(vii) None of the sale of the Mortgage Loans by the Seller, the
transfer of the Mortgage Loans to the Trustee, and the execution, delivery
or performance of this Agreement by the Seller, results or will result in
the creation or imposition of any lien on any of the Seller's assets or
property that would have a material adverse effect upon the Seller's
ability to perform its duties and obligations under this Agreement or
materially impair the ability of the Purchaser to realize on the Mortgage
Loans.
(viii) There is no action, suit, proceeding or investigation pending
or to the knowledge of the Seller, threatened against the Seller in any
court or by or before any other governmental agency or instrumentality
which would, in the Seller's good faith and reasonable judgment, prohibit
its entering into this Agreement or materially and adversely affect the
validity of this Agreement or the performance by the Seller of its
obligations under this Agreement.
(ix) Under generally accepted accounting principles ("GAAP") and for
federal income tax purposes, the Seller will report the transfer of the
Mortgage Loans to the Purchaser as a sale of the Mortgage Loans to the
Purchaser in exchange for consideration consisting of a cash amount equal
to the Purchase Consideration. The consideration received by the Seller
upon the sale of the Mortgage Loans to the Purchaser will constitute at
least reasonably equivalent value and fair consideration for the Mortgage
Loans. The Seller will be solvent at all relevant times prior to, and will
not be rendered insolvent by, the sale of the Mortgage Loans to the
Purchaser. The Seller is not selling the Mortgage Loans to the Purchaser
with any intent to hinder, delay or defraud any of the creditors of the
Seller.
(b) The Seller hereby makes the representations and warranties
contained in Schedule I hereto for the benefit of the Purchaser and the Trustee
for the benefit of the Certificateholders as of the Closing Date (unless a
different date is specified therein), with respect to (and solely with respect
to) each Mortgage Loan, subject, however, to the exceptions set forth on Annex A
to Schedule I of this Agreement.
(c) If the Seller receives written notice of a Document Defect or a
Breach relating to a Mortgage Loan pursuant to Section 2.03(a) of the Pooling
and Servicing Agreement, then the Seller shall, not later than 90 days from
receipt of such notice (or, in the case of a Document Defect or Breach relating
to a Mortgage Loan not being a "qualified mortgage" within the meaning of the
REMIC Provisions (a "Qualified Mortgage"), not later than 90 days from any party
to the Pooling and Servicing Agreement discovering such Document Defect or
Breach, provided the Seller receives such notice in a timely manner), if such
Document Defect or Breach materially and adversely affects the value of the
related Mortgage Loan or the interests of the Certificateholders therein, cure
such Document Defect or Breach, as the case may be, in all material respects,
which shall include payment of losses and any Additional Trust Fund Expenses
associated therewith or, if such Document Defect or Breach (other than omissions
due solely to a document not having been returned by the related recording
office) cannot be cured within such 90-day period, (i) repurchase the affected
Mortgage Loan (which, for the purposes of
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this clause (i), shall include an REO Loan) at the applicable Purchase Price (as
defined in the Pooling and Servicing Agreement) not later than the end of such
90-day period or (ii) substitute a Qualified Substitute Mortgage Loan for such
affected Mortgage Loan (which, for purposes of this clause (ii), shall include
an REO Loan) not later than the end of such 90-day period (and in no event later
than the second anniversary of the Closing Date) and pay the Master Servicer for
deposit into the Collection Account any Substitution Shortfall Amount in
connection therewith; provided, however, that, unless the Document Defect or
Breach would cause the Mortgage Loan not to be a Qualified Mortgage, if such
Document Defect or Breach is capable of being cured but not within such 90-day
period and the Seller has commenced and is diligently proceeding with the cure
of such Document Defect or Breach within such 90-day period, the Seller shall
have an additional 90 days to complete such cure (or, failing such cure, to
repurchase or substitute the related Mortgage Loan (which, for purposes of such
repurchase or substitution, shall include an REO Loan)); and provided, further,
that with respect to such additional 90-day period, the Seller shall have
delivered an officer's certificate to the Trustee setting forth the reason(s)
such Document Defect or Breach is not capable of being cured within the initial
90-day period and what actions the Seller is pursuing in connection with the
cure thereof and stating that the Seller anticipates that such Document Defect
or Breach will be cured within the additional 90-day period; and provided,
further, that no Document Defect (other than with respect to the Specially
Designated Mortgage Loan Documents) shall be considered to materially and
adversely affect the interests of the Certificateholders or the value of the
related Mortgage Loan unless the document with respect to which the Document
Defect exists is required in connection with an imminent enforcement of the
mortgagee's rights or remedies under the related Mortgage Loan, defending any
claim asserted by any borrower or third party with respect to the Mortgage Loan,
establishing the validity or priority of any lien or any collateral securing the
Mortgage Loan or for any immediate servicing obligations.
A Document Defect or Breach (which Document Defect or Breach
materially and adversely affects the value of the related Mortgage Loan or the
interests of the Certificateholders therein) as to a Mortgage Loan that is
cross-collateralized and cross-defaulted with one or more other Mortgage Loans
(each, a "Crossed Loan" and such Crossed Loans, collectively, a "Crossed Loan
Group"), which Document Defect or Breach does not constitute a Document Defect
or Breach, as the case may be, as to any other Crossed Loan in such Crossed Loan
Group (without regard to this paragraph) and is not cured as provided for above,
shall be deemed to constitute a Document Defect or Breach, as the case may be,
as to each other Crossed Loan in the subject Crossed Loan Group for purposes of
this paragraph and the Seller shall be required to repurchase or substitute all
such Crossed Loans unless (1) the weighted average debt service coverage ratio
for all the remaining Crossed Loans for the four calendar quarters immediately
preceding such repurchase or substitution is not less than the greater of (A)
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 (B) the weighted average debt
service coverage ratio for all such Crossed Loans, including the affected
Crossed Loan, as of the Cut-off Date, 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 lesser of (A) 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 and (B)
the weighted average loan-
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to-value ratio for all such Crossed Loans, including the affected Crossed Loan,
as of the Cut-off Date; provided, that if such debt service coverage and
loan-to-value criteria are satisfied, any other Crossed Loan (that is not the
Crossed Loan directly affected by the subject Document Defect or Breach), shall
be released from its cross-collateralization and cross-default provision so long
as such Crossed Loan (that is not the Crossed Loan directly affected by the
subject Document Defect or Breach) is held in the Trust Fund; and provided,
further, that the repurchase or replacement of less than all such Crossed Loans
and the release of any Crossed Loan from a cross-collateralization and
cross-default provision shall be further subject to the delivery by the Seller
to the Trustee, at the expense of the Seller, of an Opinion of Counsel to the
effect that such release would not cause either of REMIC I or REMIC II to fail
to qualify as a REMIC under the Code or result in the imposition of any tax on
"prohibited transactions" or "contributions" after the Startup Day under the
REMIC Provisions. In the event that one or more of such other Crossed Loans
satisfy the aforementioned criteria, the Seller may elect either to repurchase
or substitute for only the affected Crossed Loan as to which the related
Document Defect or Breach exists or to repurchase or substitute for all of the
Crossed Loans in the related Crossed Loan Group. All documentation relating to
the termination of the cross-collateralization provisions of a Crossed Loan
being repurchased shall be prepared at the expense of the Seller and, where
required, with the consent of the related borrower. For a period of two years
from the Closing Date, so long as there remains any Mortgage File relating to a
Mortgage Loan as to which there is any uncured Document Defect or Breach known
to the Seller, the Seller shall provide, once every ninety days, the officer's
certificate to the Trustee described above as to the reason(s) such Document
Defect or Breach remains uncured and as to the actions being taken to pursue
cure; provided, however, that, without limiting the effect of the foregoing
provisions of this Section 3(c), if such Document Defect or Breach shall
materially and adversely affect the value of such Mortgage Loan or the interests
of the holders of the Certificates therein (subject to the last proviso in the
sole sentence of the preceding paragraph), the Seller shall in all cases on or
prior to the second anniversary of the Closing Date either cause such Document
Defect or Breach to be cured or repurchase or substitute for the affected
Mortgage Loan.
To the extent that the Seller is required to repurchase or substitute
for a Crossed Loan hereunder in the manner prescribed above in this Section 3(c)
while the Trustee continues to hold any other Crossed Loans in such Crossed Loan
Group, the Seller and the Purchaser shall not enforce any remedies against the
other's Primary Collateral (as defined below), but each is permitted to exercise
remedies against the Primary Collateral securing its respective Crossed Loan(s),
so long as such exercise does not materially impair the ability of the other
party to exercise its remedies against the Primary Collateral securing the
Crossed Loan(s) held thereby.
If the exercise by one party would materially impair the ability of
the other party to exercise its remedies with respect to the Primary Collateral
securing the Crossed Loan(s) held by such party, then the Seller and the
Purchaser shall forbear from exercising such remedies until the Mortgage Loan
documents evidencing and securing the relevant Crossed Loans can be modified in
a manner consistent with this Agreement to remove the threat of material
impairment as a result of the exercise of remedies. Any reserve or other cash
collateral or letters of credit securing the Crossed Loans shall be allocated
between such Crossed Loans in accordance with the Mortgage Loan documents, or,
if the related Mortgage Loan documents do not so provide, then on a pro rata
basis based upon their outstanding Stated Principal Balances. Notwithstanding
the foregoing, if a Crossed Loan is modified to terminate the related
cross-collateralization
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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 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 such costs and
expenses are material or not) specified in such representation that have not, at
the time of such cure, been received by the Master Servicer or the Special
Servicer from the related Mortgagor and not a repurchase or substitution of the
related Mortgage Loan. Following the Seller's remittance of funds in payment of
such costs and expenses, the Seller shall be deemed to have cured the breach of
representation 30 in all respects. To the extent any fees or expenses that are
the subject of a cure by the Seller are subsequently obtained from the related
Mortgagor, the cure payment made by the Seller shall be returned to the Seller.
Notwithstanding the prior provisions of this paragraph, the Seller, acting in
its sole discretion, may effect a repurchase or substitution (in accordance with
the provisions of this Section 3(c) setting forth the manner in which a Mortgage
Loan may be repurchased or substituted) of a Mortgage Loan, as to which
representation 30 set forth on Schedule I has been breached, in lieu of paying
the costs and expenses that were the subject of the breach of representation 30
set forth on Schedule I.
(d) In connection with any permitted repurchase or substitution of one
or more Mortgage Loans contemplated hereby, upon receipt of a certificate from a
Servicing Officer certifying as to the receipt of the applicable Purchase Price
(as defined in the Pooling and
10
Servicing Agreement) or Substitution Shortfall Amount(s), as applicable, in the
Collection Account, and, if applicable, the delivery of the Mortgage File(s) and
the Servicing File(s) for the related Qualified Substitute Mortgage Loan(s) to
the Custodian and the Master Servicer, respectively, (i) the Trustee shall be
required to execute and deliver such endorsements and assignments as are
provided to it by the Master Servicer or the Seller, in each case without
recourse, representation or warranty, as shall be necessary to vest in the
Seller the legal and beneficial ownership of each repurchased Mortgage Loan or
substituted Mortgage Loan, as applicable, (ii) the Trustee, the Custodian, the
Master Servicer and the Special Servicer shall each tender to the Seller, upon
delivery to each of them of a receipt executed by the Seller, all portions of
the Mortgage File and other documents pertaining to such Mortgage Loan possessed
by it, and (iii) the Master Servicer and the Special Servicer shall release to
the Seller any Escrow Payments and Reserve Funds held by it in respect of such
repurchased or deleted Mortgage Loan(s).
At the time a substitution is made, the Seller shall deliver the
related Mortgage File to the Trustee and certify that the substitute Mortgage
Loan is a Qualified Substitute Mortgage Loan.
No substitution of a Qualified Substitute Mortgage Loan or Qualified
Substitute Mortgage Loans may be made in any calendar month after the
Determination Date for such month. Periodic Payments due with respect to any
Qualified Substitute Mortgage Loan after the related date of substitution shall
be part of REMIC I, as applicable. No substitution of a Qualified Substitute
Mortgage Loan for a deleted Mortgage Loan shall be permitted under this
Agreement if, after such substitution, the aggregate of the Stated Principal
Balances of all Qualified Substitute Mortgage Loans which have been substituted
for deleted Mortgage Loans exceeds 10% of the aggregate Cut-off Date Balance of
all the Mortgage Loans and the Other Mortgage Loans. Periodic Payments due with
respect to any Qualified Substitute Mortgage Loan on or prior to the related
date of substitution shall not be part of the Trust Fund or REMIC I.
(e) This Section 3 provides the sole remedies available to the
Purchaser, the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Document Defect in a Mortgage File or any
Breach of any representation or warranty set forth in or required to be made
pursuant to Section 3 of this Agreement.
SECTION 4. Representations, Warranties and Covenants of the Purchaser.
In order to induce the Seller to enter into this Agreement, the Purchaser hereby
represents, warrants and covenants for the benefit of the Seller as of the date
hereof that:
(a) The Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and the Purchaser
has taken all necessary corporate action to authorize the execution, delivery
and performance of this Agreement by it, and has the power and authority to
execute, deliver and perform this Agreement and all transactions contemplated
hereby.
(b) This Agreement has been duly and validly authorized, executed and
delivered by the Purchaser, all requisite action by the Purchaser's directors
and officers has been
11
taken in connection therewith, and (assuming the due authorization, execution
and delivery hereof by the Seller) this Agreement constitutes the valid, legal
and binding agreement of the Purchaser, enforceable against the Purchaser in
accordance with its terms, except as such enforcement may be limited by (A) laws
relating to bankruptcy, insolvency, fraudulent transfer, reorganization,
receivership or moratorium, (B) other laws relating to or affecting the rights
of creditors generally, or (C) general equity principles (regardless of whether
such enforcement is considered in a proceeding in equity or at law).
(c) The execution and delivery of this Agreement by the Purchaser and
the Purchaser's performance and compliance with the terms of this Agreement will
not (A) violate the Purchaser's articles of incorporation or bylaws, (B) violate
any law or regulation or any administrative decree or order to which it is
subject or (C) constitute a default (or an event which, with notice or lapse of
time, or both, would constitute a default) under, or result in the breach of,
any material contract, agreement or other instrument to which the Purchaser is a
party or by which the Purchaser is bound, which default might have consequences
that would, in the Purchaser's reasonable and good faith judgment, materially
and adversely affect the condition (financial or other) or operations of the
Purchaser or its properties or have consequences that would materially and
adversely affect its performance hereunder.
(d) The Purchaser is not a party to or bound by any agreement or
instrument or subject to any articles of association, bylaws or any other
corporate restriction or any judgment, order, writ, injunction, decree, law or
regulation that would, in the Purchaser's reasonable and good faith judgment,
materially and adversely affect the ability of the Purchaser to perform its
obligations under this Agreement or that requires the consent of any third
person to the execution of this Agreement or the performance by the Purchaser of
its obligations under this Agreement (except to the extent such consent has been
obtained).
(e) Except as may be required under federal or state securities laws
(and which will be obtained on a timely basis), no consent, approval,
authorization or order of, registration or filing with, or notice to, any
governmental authority or court, is required, under federal or state law, for
the execution, delivery and performance by the Purchaser of, or compliance by
the Purchaser with, this Agreement, or the consummation by the Purchaser of any
transaction described in this Agreement.
(f) Under GAAP and for federal income tax purposes, the Purchaser will
report the transfer of the Mortgage Loans by the Seller to the Purchaser as a
sale of the Mortgage Loans to the Purchaser in exchange for consideration
consisting of a cash amount equal to the aggregate Purchase Consideration.
(g) There is no action, suit, proceeding or investigation pending or
to the knowledge of the Purchaser, threatened against the Purchaser in any court
or by or before any other governmental agency or instrumentality which would
materially and adversely affect the validity of this Agreement or any action
taken in connection with the obligations of the Purchaser contemplated herein,
or which would be likely to impair materially the ability of the Purchaser to
enter into and/or perform under the terms of this Agreement.
12
(h) The Purchaser is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,
municipal or other governmental agency or body, which default might have
consequences that would, in the Purchaser's reasonable and good faith judgment,
materially and adversely affect the condition (financial or other) or operations
of the Purchaser or its properties or might have consequences that would
materially and adversely affect its performance hereunder.
SECTION 5. Closing. The closing of the sale of the Mortgage Loans (the
"Closing") shall be held at the offices of Sidley Xxxxxx Xxxxx & Xxxx LLP on the
Closing Date. The Closing shall be subject to each of the following conditions:
(a) All of the representations and warranties of the Seller set forth
in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of the
representations and warranties of the Purchaser set forth in Section 4 of this
Agreement shall be true and correct in all material respects as of the Closing
Date;
(b) All documents specified in Section 6 of this Agreement (the
"Closing Documents"), in such forms as are agreed upon and acceptable to the
Purchaser, the Seller, the Underwriters and their respective counsel in their
reasonable discretion, shall be duly executed and delivered by all signatories
as required pursuant to the respective terms thereof;
(c) The Seller shall have delivered and released to the Trustee (or a
Custodian on its behalf) and the Master Servicer, respectively, all documents
represented to have been or required to be delivered to the Trustee and the
Master Servicer pursuant to Section 2 of this Agreement;
(d) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with in all
material respects and the Seller and the Purchaser shall have the ability to
comply with all terms and conditions and perform all duties and obligations
required to be complied with or performed after the Closing Date;
(e) The Seller shall have paid all fees and expenses payable by it to
the Purchaser or otherwise pursuant to this Agreement as of the Closing Date;
(f) One or more letters from the independent accounting firms of Ernst
& Young LLP and PriceWaterhouseCoopers LLP, in form satisfactory to the
Purchaser and relating to certain information regarding the Mortgage Loans and
Certificates as set forth in the Prospectus and Prospectus Supplement,
respectively; and
(g) The Seller shall have executed and delivered concurrently herewith
that certain Indemnification Agreement, dated as of December 1, 2005, among the
Seller, Xxxxxxx Xxxxx Mortgage Lending, Inc., KeyBank National Association, IXIS
Real Estate Capital Inc., 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.
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SECTION 6. Closing Documents. The Closing Documents shall consist of
the following:
(a) (i) This Agreement duly executed by the Purchaser and the Seller,
(ii) the Pooling and Servicing Agreement duly executed by the parties thereto
and (iii) the Servicing Rights Purchase Agreement, dated as of December 7, 2005,
between the Seller and KeyCorp Real Estate Capital Markets, Inc., duly executed
by such parties;
(b) An officer's certificate of the Seller, executed by a duly
authorized officer of the Seller and dated the Closing Date, and upon which the
Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect
that: (i) the representations and warranties of the Seller in this Agreement are
true and correct in all material respects at and as of the Closing Date with the
same effect as if made on such date; and (ii) the Seller has, in all material
respects, complied with all the agreements and satisfied all the conditions on
its part that are required under this Agreement to be performed or satisfied at
or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in
his/her capacity as an officer), dated the Closing Date, and upon which the
Purchaser may rely, to the effect that each individual who, as an officer or
representative of the Seller, signed this Agreement, the Indemnification
Agreement or any other document or certificate delivered on or before the
Closing Date in connection with the transactions contemplated herein or therein,
was at the respective times of such signing and delivery, and is as of the
Closing Date, duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in
his/her capacity as an officer), dated the Closing Date, and upon which the
Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that
(i) such officer has carefully examined the Specified Portions (as defined
below) of the Prospectus Supplement and nothing has come to his attention that
would lead him to believe that the Specified Portions of the Prospectus
Supplement, as of the date of the Prospectus Supplement or as of the Closing
Date, included or include any untrue statement of a material fact relating to
the Mortgage Loans or omitted or omit to state therein a material fact necessary
in order to make the statements therein relating to the Mortgage Loans, in light
of the circumstances under which they were made, not misleading, and (ii) such
officer has carefully examined the Specified Portions of the Private Placement
Memorandum, dated as of December 1, 2005 (the "Memorandum") (pursuant to which
certain classes of the Private Certificates are being privately offered) and
nothing has come to his attention that would lead him to believe that the
Specified Portions of the Memorandum, as of the date thereof or as of the
Closing Date, included or include any untrue statement of a material fact
relating to the Mortgage Loans or omitted or omit to state therein a material
fact necessary in order to make the statements therein related to the Mortgage
Loans, in the light of the circumstances under which they were made, not
misleading. The "Specified Portions" of the Prospectus Supplement shall consist
of Annex A-1 thereto, entitled "Certain Characteristics of the Mortgage Loans"
(insofar as the information contained in Annex A-1 relates to the Mortgage Loans
sold by the Seller hereunder), Annex A-2 to the Prospectus Supplement, entitled
"Certain Statistical Information Regarding the Mortgage Loans" (insofar as the
information contained in Annex A-2 relates to the Mortgage Loans sold by the
Seller hereunder), Annex B to the
14
Prospectus Supplement entitled "Certain Characteristics Regarding Multifamily
Properties" (insofar as the information contained in Annex B relates to the
Mortgage Loans sold by the Seller hereunder), Annex C to the Prospectus
Supplement, entitled "Structural and Collateral Term Sheet" (insofar as the
information contained in Annex C relates to the Mortgage Loans sold by the
Seller hereunder), the diskette which accompanies the Prospectus Supplement
(insofar as such diskette is consistent with Annex X-0, Xxxxx X-0 and/or Annex
B), and the following sections of the Prospectus Supplement (only to the extent
that any such information relates to the Seller or the Mortgage Loans sold by
the Seller hereunder and exclusive of any statements in such sections that
purport to describe the servicing and administration provisions of the Pooling
and Servicing Agreement and exclusive of aggregated numerical information that
includes the Other Mortgage Loans): "Summary of Prospectus Supplement--Relevant
Parties--Mortgage Loan Sellers", "Summary of Prospectus Supplement--The Mortgage
Loans And The Mortgaged Real Properties," "Risk Factors" and "Description of the
Mortgage Pool". The "Specified Portions" of the Memorandum shall consist of the
Specified Portions of the Prospectus Supplement (as attached as an exhibit to
the Memorandum);
(e) Each of: (i) the resolutions of the Seller's board of directors or
a committee thereof authorizing the Seller's entering into the transactions
contemplated by this Agreement, (ii) the certificate of incorporation and bylaws
of the Seller, and (iii) a certificate of good standing of the Seller issued by
the State of California not earlier than thirty (30) days prior to the Closing
Date;
(f) A written opinion of counsel for the Seller relating to corporate
and enforceability matters (which opinion may be from in-house counsel, outside
counsel or a combination thereof), reasonably satisfactory to the Purchaser, its
counsel and the Rating Agencies, dated the Closing Date and addressed to the
Purchaser, the Trustee, the Underwriters, the Initial Purchasers and each of the
Rating Agencies, together with such other written opinions, including as to
insolvency matters, as may be required by the Rating Agencies; and
(g) Such further certificates, opinions and documents as the Purchaser
may reasonably request prior to the Closing Date.
SECTION 7. Costs. Whether or not this Agreement is terminated, both
the Seller and the Purchaser shall pay their respective share of the transaction
expenses incurred in connection with the transactions contemplated herein as set
forth in the closing statement prepared by the Purchaser and delivered to and
approved by the Seller on or before the Closing Date, and in the memorandum of
understanding to which the Seller and the Purchaser (or an affiliate thereof)
are parties with respect to the transactions contemplated by this Agreement.
SECTION 8. Grant of a Security Interest. It is the express intent of
the parties hereto that the conveyance of the Mortgage Loans by the Seller to
the Purchaser as provided in Section 2 of this Agreement be, and be construed
as, a sale of the Mortgage Loans by the Seller to the Purchaser and not as a
pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or
other obligation of the Seller. However, if, notwithstanding the aforementioned
intent of the parties, the Mortgage Loans are held to be property of the Seller,
then, (a) it is the express intent of the parties that such conveyance be deemed
a pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt
or other obligation of the Seller, and (b) (i) this
15
Agreement shall also be deemed to be a security agreement within the meaning of
Article 9 of the UCC of the applicable jurisdiction; (ii) the conveyance
provided for in Section 2 of this Agreement shall be deemed to be a grant by the
Seller to the Purchaser of a security interest in all of the Seller's right,
title and interest in and to the Mortgage Loans, and all amounts payable to the
holder of the Mortgage Loans in accordance with the terms thereof, and all
proceeds of the conversion, voluntary or involuntary, of the foregoing into
cash, instruments, securities or other property, including without limitation,
all amounts, other than investment earnings (other than investment earnings
required by Section 3.19(a) of the Pooling and Servicing Agreement to offset
Prepayment Interest Shortfalls), from time to time held or invested in the
Collection Account, the Distribution Account or, if established, the REO Account
whether in the form of cash, instruments, securities or other property; (iii)
the assignment to the Trustee of the interest of the Purchaser as contemplated
by Section 1 of this Agreement shall be deemed to be an assignment of any
security interest created hereunder; (iv) the possession by the Trustee or any
of its agents, including, without limitation, the Custodian, of the Mortgage
Notes, and such other items of property as constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be possession by the
secured party for purposes of perfecting the security interest pursuant to
Section 9-313 of the UCC of the applicable jurisdiction; and (v) notifications
to persons (other than the Trustee) holding such property, and acknowledgments,
receipts or confirmations from persons (other than the Trustee) holding such
property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as applicable)
of the secured party for the purpose of perfecting such security interest under
applicable law. The Seller and the Purchaser shall, to the extent consistent
with this Agreement, take such actions as may be necessary to ensure that, if
this Agreement were deemed to create a security interest in the Mortgage Loans,
such security interest would be deemed to be a perfected security interest of
first priority under applicable law and will be maintained as such throughout
the term of this Agreement and the Pooling and Servicing Agreement. The Seller
does hereby consent to the filing by the Purchaser of financing statements
relating to the transactions contemplated hereby without the signature of the
Seller.
SECTION 9. Notices. All notices, copies, requests, consents, demands
and other communications required hereunder shall be in writing and sent by
facsimile or delivered to the intended recipient at the "Address for Notices"
specified beneath its name on the signature pages hereof or, as to either party,
at such other address as shall be designated by such party in a notice hereunder
to the other party. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when transmitted by
facsimile or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as aforesaid.
SECTION 10. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser (and by the Purchaser to the Trustee).
SECTION 11. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without
16
invalidating the remaining provisions hereof. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
unenforceable or is held to be void or unenforceable in any particular
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. To the extent permitted by applicable law,
the parties hereto waive any provision of law that prohibits or renders void or
unenforceable any provision hereof.
SECTION 12. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be an original, but which together shall
constitute one and the same agreement.
SECTION 13. GOVERNING LAW; 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 EACH
IRREVOCABLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL
BY JURY IN ANY ACTION, CLAIM, SUIT, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON
CONTRACT, TORT OR OTHERWISE) RELATING TO OR ARISING OUT OF THIS AGREEMENT.
SECTION 14. Attorneys' Fees. If any legal action, suit or proceeding
is commenced between the Seller and the Purchaser regarding their respective
rights and obligations under this Agreement, the prevailing party shall be
entitled to recover, in addition to damages or other relief, costs and expenses,
attorneys' fees and court costs (including, without limitation, expert witness
fees). As used herein, the term "prevailing party" shall mean the party that
obtains the principal relief it has sought, whether by compromise settlement or
judgment. If the party that commenced or instituted the action, suit or
proceeding shall dismiss or discontinue it without the concurrence of the other
party, such other party shall be deemed the prevailing party.
SECTION 15. Further Assurances. The Seller and the Purchaser agree to
execute and deliver such instruments and take such further actions as the other
party may, from time to time, reasonably request in order to effectuate the
purposes and to carry out the terms of this Agreement.
SECTION 16. Successors and Assigns. The rights and obligations of the
Seller under this Agreement shall not be assigned by the Seller without the
prior written consent of the Purchaser, except that any person into which the
Seller may be merged or consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Seller is a party, or any
person succeeding to all or substantially all of the business of the Seller,
shall be the successor to the Seller hereunder. The Purchaser has the right to
assign its interest under this Agreement, in whole or in part, as may be
required to effect the purposes of the Pooling and
17
Servicing Agreement, and the assignee shall, to the extent of such assignment,
succeed to the rights and obligations hereunder of the Purchaser. Subject to the
foregoing, this Agreement shall bind and inure to the benefit of and be
enforceable by the Seller, the Purchaser, the Underwriters (as intended third
party beneficiaries hereof), the Initial Purchasers (also as intended third
party beneficiaries hereof) and their permitted successors and assigns. This
Agreement is enforceable by the Underwriters, the Initial Purchasers and the
other third party beneficiaries hereto in all respects to the same extent as if
they had been signatories hereof.
SECTION 17. Amendments. No term or provision of this Agreement may be
waived or modified unless such waiver or modification is in writing and signed
by a duly authorized officer of the party hereto against whom such waiver or
modification is sought to be enforced. The Seller's obligations hereunder shall
in no way be expanded, changed or otherwise affected by any amendment of or
modification to the Pooling and Servicing Agreement, including, without
limitation, any defined terms therein, unless the Seller has consented to such
amendment or modification in writing.
SECTION 18. Accountants' Letters. The parties hereto shall cooperate
with Ernst & Young LLP and PriceWaterhouseCoopers LLP in making available all
information and taking all steps reasonably necessary to permit such accountants
to deliver the letters required by the Underwriting Agreement and the
Certificate Purchase Agreement.
SECTION 19. Knowledge. Whenever a representation or warranty or other
statement in this Agreement (including, without limitation, Schedule I hereto)
is made with respect to a Person's "knowledge," such statement refers to such
Person's employees or agents who were or are responsible for or involved with
the indicated matter and have actual knowledge of the matter in question.
SECTION 20. Cross-Collateralized Mortgage Loans. Each Crossed Loan
Group is identified on the Mortgage Loan Schedule. For purposes of reference,
the Mortgaged Property that relates or corresponds to any of the Mortgage Loans
in a Crossed Loan Group shall be the property identified in the Mortgage Loan
Schedule as corresponding thereto. The provisions of this Agreement, including,
without limitation, each of the representations and warranties set forth in
Schedule I hereto and each of the capitalized terms used herein but defined in
the Pooling and Servicing Agreement, shall be interpreted in a manner consistent
with this Section 20. In addition, if there exists with respect to any Crossed
Loan Group only one original of any document referred to in the definition of
"Mortgage File" in this Agreement and covering all the Mortgage Loans in such
Crossed Loan Group, the inclusion of the original of such document in the
Mortgage File for any of the Mortgage Loans in such Crossed Loan Group shall be
deemed an inclusion of such original in the Mortgage File for each such Mortgage
Loan.
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IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.
SELLER
COUNTRYWIDE COMMERCIAL REAL ESTATE
FINANCE, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President
Address for Notices:
Countrywide Commercial Real Estate
Finance, Inc.
0000 Xxxx Xxxxxxx XX-000
Xxxxxxxxx, Xxxxxxxxxx 00000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
Attention: Xxxxxx Xxxxxxxx
PURCHASER
XXXXXXX XXXXX MORTGAGE INVESTORS, INC.
By: /s/ Xxxxxx X. Xxx
------------------------------------
Name: Xxxxxx X. Xxx
Title: Vice President
Address for Notices:
Xxxxxxx Xxxxx Mortgage Investors, Inc.
Four World Financial Center
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
Attention: Xxxxx X. Xxxxxxx or Director,
CMBS Securitization
with a copy to:
Xxxxxx X. Xxxxxxxx, Esq.
Xxxxxxx Xxxxx Mortgage Investors, Inc.
Four World Financial Center
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
COUNTRYWIDE] MORTGAGE LOAN PURCHASE AGREEMENT
SCHEDULE I
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
For purposes of this Schedule I, the "Value" of a Mortgaged Property
shall mean the value of such Mortgaged Property as determined by the appraisal
(and subject to the assumptions set forth in the appraisal) performed in
connection with the origination of the related Mortgage Loan.
1. Mortgage Loan Schedule. The information set forth in the Mortgage
Loan Schedule with respect to the Mortgage Loans is true and correct in all
material respects (and contains all the items listed in the definition of
"Mortgage Loan Schedule") as of the dates of the information set forth therein
or, if not set forth therein, and in all events no earlier than, as of the
respective Cut-off Dates for the Mortgage Loans.
2. Ownership of Mortgage Loans. Immediately prior to the transfer of
the Mortgage Loans to the Purchaser, the Seller had good title to, and was the
sole owner of, each Mortgage Loan. The Seller has full right, power and
authority to transfer and assign each Mortgage Loan to or at the direction of
the Purchaser free and clear of any and all pledges, liens, charges, security
interests, participation interests and/or other interests and encumbrances
(except for certain servicing rights as provided in the Pooling and Servicing
Agreement, any permitted subservicing agreements and servicing rights purchase
agreements pertaining thereto). The Seller has validly and effectively conveyed
to the Purchaser all legal and beneficial interest in and to each Mortgage Loan
free and clear of any pledge, lien, charge, security interest or other
encumbrance (except for certain servicing rights as provided in the Pooling and
Servicing Agreement, any permitted subservicing agreements and servicing rights
purchase agreements pertaining thereto); provided that recording and/or filing
of various transfer documents are to be completed after the Closing Date as
contemplated hereby and by the Pooling and Servicing Agreement. The sale of the
Mortgage Loans to the Purchaser or its designee does not require the Seller to
obtain any governmental or regulatory approval or consent that has not been
obtained. Each Mortgage Note is, or shall be as of the Closing Date, properly
endorsed to the Purchaser or its designee and each such endorsement is, or shall
be as of the Closing Date, genuine.
3. Payment Record. No scheduled payment of principal and/or interest
under any Mortgage Loan was 30 days or more past due as of the Due Date for such
Mortgage Loan in December 2005, without giving effect to any applicable grace
period, nor was any such payment 30 days or more delinquent in the twelve-month
period immediately preceding the Due Date for such Mortgage Loan in December
2005, without giving effect to any applicable grace period.
4. Lien; Valid Assignment. Each Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
limitations and exceptions set forth in representation 13 below, enforceable
first priority lien upon the related Mortgaged Property, prior to all other
liens and encumbrances, and there are no liens and/or encumbrances that are pari
passu with the lien of such Mortgage, in any event subject, however, to the
following (collectively, the "Permitted Encumbrances"): (a) the lien for current
real estate taxes, ground rents, water charges, sewer rents and assessments not
yet delinquent or accruing
interest or penalties; (b) covenants, conditions and restrictions, rights of
way, easements and other matters that are of public record and/or are referred
to in the related lender's title insurance policy (or, if not yet issued,
referred to in a pro forma title policy or a "marked-up" commitment binding upon
the title insurer); (c) exceptions and exclusions specifically referred to in
such lender's title insurance policy (or, if not yet issued, referred to in a
pro forma title policy or "marked-up" commitment binding upon the title
insurer); (d) other matters to which like properties are commonly subject; (e)
the rights of tenants (as tenants only) under leases (including subleases)
pertaining to the related Mortgaged Property; (f) if such Mortgage Loan
constitutes a Cross-Collateralized Mortgage Loan, the lien of the Mortgage for
another Mortgage Loan contained in the same Crossed Group; and (g) if the
related Mortgaged Property consists of one or more units in a condominium, the
related condominium declaration. The Permitted Encumbrances do not, individually
or in the aggregate, materially interfere with the security intended to be
provided by the related Mortgage, the current principal use of the related
Mortgaged Property, the Value of the Mortgaged Property or the current ability
of the related Mortgaged Property to generate income sufficient to service such
Mortgage Loan. The related assignment of such Mortgage executed and delivered in
favor of the Trustee is in recordable form (but for insertion of the name and
address of the assignee and any related recording information which is not yet
available to the Seller) and constitutes a legal, valid, binding and, subject to
the limitations and exceptions set forth in representation 13 below, enforceable
assignment of such Mortgage from the relevant assignor to the Trustee.
5. Assignment of Leases and Rents. There exists, as part of the
related Mortgage File, an Assignment of Leases (either as a separate instrument
or as part of the Mortgage) that relates to and was delivered in connection with
each Mortgage Loan and that establishes and creates a valid, subsisting and,
subject to the limitations and exceptions set forth in representation 13 below,
enforceable first priority lien on and security interest in, subject to
applicable law, the property, rights and interests of the related Mortgagor
described therein, except for Permitted Encumbrances and except that a license
may have been granted to the related Mortgagor to exercise certain rights and
perform certain obligations of the lessor under the relevant lease or leases,
including, without limitation, the right to operate the related leased property
so long as no event of default has occurred under such Mortgage Loan; and each
assignor thereunder has the full right to assign the same. The related
assignment of any Assignment of Leases not included in a Mortgage, executed and
delivered in favor of the Trustee is in recordable form (but for insertion of
the name of the assignee and any related recording information which is not yet
available to the Seller), and constitutes a legal, valid, binding and, subject
to the limitations and exceptions set forth in representation 13 below,
enforceable assignment of such Assignment of Leases from the relevant assignor
to the Trustee. The related Mortgage or related Assignment of Leases, subject to
applicable law, provides for the appointment of a receiver for the collection of
rents or for the related mortgagee to enter into possession to collect the rents
or provides for rents to be paid directly to the related mortgagee, if there is
an event of default. No person other than the related Mortgagor owns any
interest in any payments due under the related leases on which the Mortgagor is
the landlord, covered by the related Assignment of Leases.
6. Mortgage Status; Waivers and Modifications. In the case of each
Mortgage Loan, except by a written instrument which has been delivered to the
Purchaser or its designee as a part of the related Mortgage File, (a) the
related Mortgage (including any
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amendments or supplements thereto included in the related Mortgage File) has not
been impaired, waived, modified, altered, satisfied, canceled, subordinated or
rescinded, (b) neither the related Mortgaged Property nor any material portion
thereof has been released from the lien of such Mortgage and (c) the related
Mortgagor has not been released from its obligations under such Mortgage, in
whole or in material part.
7. Condition of Property; Condemnation. In the case of each Mortgage
Loan, except as set forth in an engineering report prepared by an independent
engineering consultant in connection with the origination of such Mortgage Loan,
the related Mortgaged Property is, to the Seller's knowledge, in good repair and
free and clear of any damage that would materially and adversely affect its
value as security for such Mortgage Loan (except in any such case where an
escrow of funds, letter of credit or insurance coverage exists sufficient to
effect the necessary repairs and maintenance). As of the date of origination of
the Mortgage Loan, there was no proceeding pending for the condemnation of all
or any material part of the related Mortgaged Property. As of the Closing Date,
the Seller has not received notice and has no knowledge of any proceeding
pending for the condemnation of all or any material portion of the Mortgaged
Property securing any Mortgage Loan. As of the date of origination of each
Mortgage Loan and, to the Seller's knowledge, as of the date hereof, (a) none of
the material improvements on the related Mortgaged Property encroach upon the
boundaries and, to the extent in effect at the time of construction, do not
encroach upon the building restriction lines of such property, and none of the
material improvements on the related Mortgaged Property encroached over any
easements, except, in each case, for encroachments that are insured against by
the lender's title insurance policy referred to in representation 8 below or
that do not materially and adversely affect the Value or current use of such
Mortgaged Property and (b) no improvements on adjoining properties encroached
upon such Mortgaged Property so as to materially and adversely affect the Value
of such Mortgaged Property, except those encroachments that are insured against
by the lender's title insurance policy referred to in representation 8 below.
8. Title Insurance. Each Mortgaged Property securing a Mortgage Loan
is covered by an American Land Title Association (or an equivalent form of)
lender's title insurance policy (the "Title Policy") (or, if such policy has yet
to be issued, by a pro forma policy or a "marked up" commitment binding on the
title insurer) in the original principal amount of such Mortgage Loan after all
advances of principal, insuring that the related Mortgage is a valid first
priority lien on such Mortgaged Property, subject only to the Permitted
Encumbrances, except that in the case of a Mortgage Loan as to which the related
Mortgaged Property is made up of more than one parcel of property, each of which
is secured by a separate Mortgage, such Mortgage (and therefore the related
Title Policy) may be in an amount less than the original principal amount of the
Mortgage Loan, but is not less than the allocated amount of subject parcel
constituting a portion of the related Mortgaged Property. Such Title Policy (or,
if it has yet to be issued, the coverage to be provided thereby) is in full
force and effect, all premiums thereon have been paid, no material claims have
been made thereunder and no claims have been paid thereunder. No holder of the
related Mortgage has done, by act or omission, anything that would materially
impair the coverage under such Title Policy. Immediately following the transfer
and assignment of the related Mortgage Loan to the Trustee, such Title Policy
(or, if 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
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contains no exclusion for whether, or it affirmatively insures (unless the
related Mortgaged Property is located in a jurisdiction where such affirmative
insurance is not available) that, (a) the related Mortgaged Property has access
to a public road, and (b) the area shown on the survey, if any, reviewed or
prepared in connection with the origination of the related Mortgage Loan is the
same as the property legally described in the related Mortgage.
9. No Holdback. The proceeds of each Mortgage Loan have been fully
disbursed (except in those cases where the full amount of the Mortgage Loan has
been disbursed but a portion thereof is being held in escrow or reserve accounts
documented as part of the Mortgage Loan documents and the rights to which are
transferred to the Trustee, pending the satisfaction of certain conditions
relating to leasing, repairs or other matters with respect to the related
Mortgaged Property), and there is no obligation for future advances with respect
thereto.
10. Mortgage Provisions. The Mortgage Loan documents for each Mortgage
Loan, together with applicable state law, contain customary and, subject to the
limitations and exceptions set forth in representation 13 below, enforceable
provisions such as to render the rights and remedies of the holder thereof
adequate for the practical realization against the related Mortgaged Property of
the principal benefits of the security intended to be provided thereby,
including, without limitation, judicial or non-judicial foreclosure or similar
proceedings (as applicable for the jurisdiction where the related Mortgaged
Property is located). None of the Mortgage Loan documents contains any provision
that expressly excuses the related Mortgagor from obtaining and maintaining
insurance coverage for acts of terrorism.
11. Trustee under Deed of Trust. If the Mortgage for any Mortgage Loan
is a deed of trust, then (a) a trustee, duly qualified under applicable law to
serve as such, has either been properly designated and currently so serves or
may be substituted in accordance with the Mortgage and applicable law, and (b)
no fees or expenses are or will become payable to such trustee by the Seller,
the Purchaser or any transferee thereof except in connection with a trustee's
sale after default by the related Mortgagor or in connection with any full or
partial release of the related Mortgaged Property or related security for such
Mortgage Loan.
12. Environmental Conditions. Except in the case of the Mortgaged
Properties identified on Annex B hereto (as to which properties the only
environmental investigation conducted in connection with the origination of the
related Mortgage Loan related to asbestos-containing materials and lead-based
paint), (a) an environmental site assessment meeting ASTM standards and covering
all environmental hazards typically assessed for similar properties including
use, type and tenants of the related Mortgaged Property, a transaction screen
meeting ASTM standards or an update of a previously conducted environmental site
assessment (which update may have been performed pursuant to a database update),
was performed by an independent third-party environmental consultant (licensed
to the extent required by applicable 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
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Mortgaged Property; or (ii) if any such Environmental Report does reveal any
such circumstances or conditions with respect to the related Mortgaged Property
and the same have not been subsequently remediated in all material respects,
then one or more of the following are true--(A) one or more parties not related
to the related Mortgagor and collectively having financial resources reasonably
estimated to be adequate to cure the violation was identified as the responsible
party or parties for such conditions or circumstances, and such conditions or
circumstances do not materially impair the Value of the related Mortgaged
Property, (B) the related Mortgagor was required to provide additional security
reasonably estimated to be adequate to cure the violations and/or to obtain and,
for the period contemplated by the related Mortgage Loan documents, maintain an
operations and maintenance plan, (C) the related Mortgagor, or other responsible
party, provided a "no further action" letter or other evidence that would be
acceptable to a reasonably prudent commercial mortgage lender, that applicable
federal, state or local governmental authorities had no current intention of
taking any action, and are not requiring any action, in respect of such
conditions or circumstances, (D) such conditions or circumstances were
investigated further and based upon such additional investigation, a qualified
environmental consultant recommended no further investigation or remediation,
(E) the expenditure of funds reasonably estimated to be necessary to effect such
remediation is not greater than 2% of the outstanding principal balance of the
related Mortgage Loan, (F) there exists an escrow of funds reasonably estimated
to be sufficient for purposes of effecting such remediation, (G) the related
Mortgaged Property is insured under a policy of insurance, subject to certain
per occurrence and aggregate limits and a deductible, against certain losses
arising from such circumstances and conditions or (H) a responsible party
provided a guaranty or indemnity to the related Mortgagor to cover the costs of
any required investigation, testing, monitoring or remediation and, as of the
date of origination of the related Mortgage Loan, such responsible party had
financial resources reasonably estimated to be adequate to cure the subject
violation in all material respects. To the Seller's actual knowledge and without
inquiry beyond the related Environmental Report, there are no significant or
material circumstances or conditions with respect to such Mortgaged Property not
revealed in any such Environmental Report, where obtained, or in any Mortgagor
questionnaire delivered to the Seller in connection with the issue of any
related environmental insurance policy, if applicable, that would require
investigation or remediation by the related Mortgagor under, or otherwise be a
material violation of, any applicable environmental law. The Mortgage Loan
documents for each Mortgage Loan require the related Mortgagor to comply in all
material respects with all applicable federal, state and local environmental
laws and regulations. Each of the Mortgage Loans identified on Annex C hereto is
covered by a secured creditor 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
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successors and assigns harmless from and against any and all losses,
liabilities, damages, injuries, penalties, fines, out-of-pocket expenses and
claims of any kind whatsoever (including attorneys' fees and costs) paid,
incurred or suffered by or asserted against, any such party resulting from a
breach of environmental representations, warranties or covenants given by the
Mortgagor in connection with such Mortgage Loan.
13. Loan Document Status. Each Mortgage Note, Mortgage, and each other
agreement executed by or on behalf of the related Mortgagor with respect to each
Mortgage Loan is the legal, valid and binding obligation of the maker thereof
(subject to any non-recourse provisions contained in any of the foregoing
agreements and any applicable state anti-deficiency or market value limit
deficiency legislation), enforceable in accordance with its terms, except as
such enforcement may be limited by (i) bankruptcy, insolvency, reorganization,
receivership, fraudulent transfer and conveyance or other similar laws affecting
the enforcement of creditors' rights generally, (ii) general principles of
equity (regardless of whether such enforcement is considered in a proceeding in
equity or at law) and (iii) public policy considerations underlying applicable
securities laws, to the extent that such public policy considerations limit the
enforceability of provisions that purport to provide indemnification from
liabilities under applicable securities laws, and except that certain provisions
in such loan documents may be further limited or rendered unenforceable by
applicable law, but (subject to the limitations set forth in the foregoing
clauses (i) and (ii)) such limitations or unenforceability will not render such
loan documents invalid as a whole or substantially interfere with the
mortgagee's realization of the principal benefits and/or security provided
thereby. There is no valid defense, counterclaim or right of offset or
rescission available to the related Mortgagor with respect to such Mortgage
Note, Mortgage or other agreements that would deny the mortgagee the principal
benefits intended to be provided thereby, except in each case, with respect to
the enforceability of any provisions requiring the payment of default interest,
late fees, additional interest, prepayment premiums or yield maintenance
charges.
14. Insurance. Except in certain cases where tenants, having a net
worth of at least $50,000,000 or an investment grade credit rating (and, if
rated by Fitch, a credit rating of at least "A-" by Fitch) and obligated to
maintain the insurance described in this paragraph, are allowed to self-insure
the related Mortgaged Properties, all improvements upon each Mortgaged Property
securing a Mortgage Loan are insured under a fire and extended perils insurance
(or the equivalent) policy, in an amount at least equal to the lesser of the
outstanding principal balance of such Mortgage Loan and 100% of the full
insurable replacement cost of the improvements located on the related Mortgaged
Property, and if applicable, the related hazard insurance policy contains
appropriate endorsements to avoid the application of co-insurance and does not
permit reduction in insurance proceeds for depreciation. Each Mortgaged Property
is also covered by comprehensive general liability insurance in amounts
customarily required by prudent commercial mortgage lenders for properties of
similar types. Each Mortgaged Property securing 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
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was available, a flood insurance policy is in effect with a generally acceptable
insurance carrier, in an amount representing coverage not less than the least
of: (1) the full insurable value of the related Mortgaged Property or (2) the
maximum amount of insurance available. Each Mortgaged Property located in
California or in seismic zones 3 and 4 is covered by seismic insurance to the
extent such Mortgaged Property has a probable maximum loss of greater than
twenty percent (20%) of the replacement value of the related improvements,
calculated using methodology acceptable to a reasonably prudent commercial
mortgage lender with respect to similar properties in the same area or
earthquake zone. Each Mortgaged Property located within Florida or within 25
miles of the coast of North Carolina, South Carolina, Georgia, Alabama,
Mississippi, Louisiana or Texas is insured by windstorm insurance in an amount
at least equal to the lesser of (i) the outstanding principal balance of the
related Mortgage Loan and (ii) 100% of the insurable replacement cost of the
improvements located on such Mortgaged Property (less physical depreciation).
All such hazard and flood insurance policies contain a standard mortgagee clause
for the benefit of the holder of the related Mortgage, its successors and
assigns, as mortgagee, and are not terminable (nor may the amount of coverage
provided thereunder be reduced) without at least ten (10) days' prior written
notice to the mortgagee; and no such notice has been received, including any
notice of nonpayment of premiums, that has not been cured. Additionally, for any
Mortgage Loan having a Cut-off Date Balance equal to or greater than
$20,000,000, the insurer for all of the required coverages set forth herein has
a claims paying ability or financial strength rating from S&P or Xxxxx'x of not
less than A-minus (or the equivalent), or from A.M. Best Company of not less
than "A-minus: V" (or the equivalent) and, if rated by Fitch, of not less than
"A-" from Fitch (or the equivalent). With respect to each Mortgage Loan, the
related Mortgage Loan documents require that the related Mortgagor or a tenant
of such Mortgagor maintain insurance as described above or permit the related
mortgagee to require insurance as described above. Except under circumstances
that would be reasonably acceptable to a prudent commercial mortgage lender or
that would not otherwise materially and adversely affect the security intended
to be provided by the related Mortgage, the Mortgage Loan documents for each
Mortgage Loan provide that proceeds paid under any such casualty insurance
policy will (or, at the lender's option, will) be applied either to the repair
or restoration of all or part of the related Mortgaged Property or to the
payment of amounts due under such Mortgage Loan; provided that the related
Mortgage Loan documents may entitle the related Mortgagor to any portion of such
proceeds remaining after the repair or restoration of the related Mortgaged
Property or payment of amounts due under the Mortgage Loan; and provided,
further, that, if the related Mortgagor holds a leasehold interest in the
related Mortgaged Property, the application of such proceeds will be subject to
the terms of the related Ground Lease (as defined in representation 18 below).
Each Mortgaged Property is insured by an "all-risk" casualty insurance
policy that does not contain an express exclusion for (or, alternatively, is
covered by a separate policy that insures against property damage resulting
from) acts of terrorism.
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
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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) 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
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thereunder (or, if such consent is required, it has been obtained);
provided that such Ground Lease has not been terminated and all amounts
owed thereunder have been paid;
(iv) such Ground Lease is in full force and effect, and, to the
Seller's knowledge, no material default has occurred under such Ground
Lease;
(v) such Ground Lease requires the lessor thereunder to give notice of
any default by the lessee to the mortgagee under such Mortgage Loan; and
such Ground Lease further provides that no notice of termination given
under such Ground Lease is effective against the mortgagee under such
Mortgage Loan unless a copy has been delivered to such mortgagee in the
manner described in such Ground Lease;
(vi) the mortgagee under such Mortgage Loan is permitted a reasonable
opportunity (including, where necessary, sufficient time to gain possession
of the interest of the lessee under such Ground Lease) to cure any default
under such Ground Lease, which is curable after the receipt of notice of
any such default, before the lessor thereunder may terminate such Ground
Lease;
(vii) such Ground Lease either (i) has an original term which extends
not less than twenty (20) years beyond the Stated Maturity Date of such
Mortgage Loan, or (ii) has an original term which does not end prior to the
5th anniversary of the Stated Maturity Date of such Mortgage Loan and has
extension options that are exercisable by the lender upon its taking
possession of the Mortgagor's leasehold interest and that, if exercised,
would cause the term of such Ground Lease to extend not less than twenty
(20) years beyond the Stated Maturity Date of such Mortgage Loan;
(viii) such Ground Lease requires the lessor to enter into a new lease
with a mortgagee upon termination of such Ground Lease for any reason,
including as a result of a rejection of such Ground Lease in a bankruptcy
proceeding involving the related Mortgagor, unless the mortgagee under such
Mortgage Loan fails to cure a default of the lessee that is susceptible to
cure by the mortgagee under such Ground Lease following notice thereof from
the lessor;
(ix) under the terms of such Ground Lease and the related Mortgage or
related Mortgage Loan documents, taken together, any related casualty
insurance proceeds (other than de minimis amounts for minor casualties)
with respect to the leasehold interest will be applied either (i) to the
repair or restoration of all or part of the related Mortgaged Property,
with the mortgagee or a trustee appointed by it having the right to hold
and disburse such proceeds as the repair or restoration progresses (except
in such cases where a provision entitling another party to hold and
disburse such proceeds would not be viewed as commercially unreasonable by
a prudent commercial mortgage lender), or (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
I-9
lender in the lending area where the related Mortgaged Property is located
at the time of the origination of such Mortgage Loan; and
(xi) such Ground Lease provides that (i) it may not be amended,
modified, cancelled or terminated without the prior written consent of the
mortgagee under such Mortgage Loan, and (ii) any such action without such
consent is not binding on such mortgagee, its successors or assigns.
19. Qualified Mortgage. Each Mortgage Loan is a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code and Treasury Regulations
Section 1.860G-2(a) (but without regard to the rule in Treasury Regulations
Section 1.860G-2(a)(3) or Section 1.860G-2(f)(2) that treats a defective
obligation as a qualified mortgage under certain circumstances). Each Mortgage
Loan is directly secured by an interest in real property (within the meaning of
Treasury Regulations Section 1.856-3(c) and 1.856-3(d)), and either (1) the fair
market value of the interest in real property which secures such Mortgage Loan
was at least equal to 80% of the principal amount of such Mortgage Loan at the
time the Mortgage Loan was (a) originated or modified (within the meaning of
Treasury Regulations Section 1.860G-2(b)(1)) or (b) contributed to the Trust
Fund, or (2) substantially all of the proceeds of such Mortgage Loan were used
to acquire, improve or protect an interest in real property and such interest in
real property was the only security for the Mortgage Loan at the time such
Mortgage Loan was originated or modified. For purposes of the previous sentence,
the fair market value of the referenced interest in real property shall first be
reduced by (1) the amount of any lien on such interest in real property that is
senior to the Mortgage Loan, and (2) a proportionate amount of any lien on such
interest in real property that is in parity with the Mortgage Loan.
20. Advancement of Funds. In the case of each Mortgage Loan, neither
the Seller nor, to the Seller's knowledge, any prior holder of such Mortgage
Loan has advanced funds or induced, solicited or knowingly received any advance
of funds from a party other than the owner of the related Mortgaged Property
(other than amounts paid by the tenant as specifically provided under a related
lease or by the property manager), for the payment of any amount required by
such Mortgage Loan, except for interest accruing from the date of origination of
such Mortgage Loan or the date of disbursement of the Mortgage Loan proceeds,
whichever is later, to the date which preceded by 30 days the first due date
under the related Mortgage Note.
21. No Equity Interest, Equity Participation or Contingent Interest.
No Mortgage Loan contains any equity participation by the mortgagee thereunder,
is convertible by its terms into an equity ownership interest in the related
Mortgaged Property or the related Mortgagor, provides for any contingent or
additional interest in the form of participation in the cash flow of the related
Mortgaged Property, or provides for the negative amortization of interest,
except that, in the case of an ARD Loan, such Mortgage Loan provides that,
during the period commencing on or about the related Anticipated Repayment Date
and continuing until 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.
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22. Legal Proceedings. To the Seller's knowledge, there are no pending
actions, suits, proceedings or governmental investigations by or before any
court or governmental authority against or affecting the Mortgagor under any
Mortgage Loan or the related Mortgaged Property that, if determined adversely to
such Mortgagor or Mortgaged Property, would materially and adversely affect the
value of the Mortgaged Property as security for such Mortgage Loan or the
current ability of the Mortgagor to pay principal, interest or any other amounts
due under such Mortgage Loan.
23. Other Mortgage Liens. None of the Mortgage Loans permits the
related Mortgaged Property to be encumbered by any mortgage lien junior to or of
equal priority with the lien of the related Mortgage without the prior written
consent of the holder thereof or the satisfaction of debt service coverage or
similar criteria specified therein. To the Seller's knowledge, except for cases
involving other Mortgage Loans, none of the Mortgaged Properties securing the
Mortgage Loans is encumbered by any mortgage liens junior to or of equal
priority with the liens of the related Mortgage. The related Mortgage Loan
documents require the Mortgagor under each Mortgage Loan to pay all reasonable
costs and expenses related to any required consent to an encumbrance, including
any applicable Rating Agency fees, or would permit the related mortgagee to
withhold such consent if such costs and expenses are not paid by a party other
than such mortgagee.
24. No Mechanics' Liens. As of the date of origination, each Mortgaged
Property securing a Mortgage Loan (exclusive of any related personal property)
was free and clear of any and all mechanics' and materialmen's liens that were
prior or equal to the lien of the related Mortgage and that were not bonded or
escrowed for or covered by title insurance. As of the Closing Date, to the
Seller's knowledge: (i) each Mortgaged Property securing a Mortgage Loan
(exclusive of any related personal property) is free and clear of any and all
mechanics' and materialmen's liens that are prior or equal to the lien of the
related Mortgage and that are not bonded or escrowed for or covered by title
insurance, and (ii) no rights are outstanding that under law could give rise to
any such lien that would be prior or equal to the lien of the related Mortgage
and that is not bonded or escrowed for or covered by title insurance.
25. Compliance. Each Mortgage Loan complied with, or was exempt from,
all applicable usury laws in effect at its date of origination.
26. Licenses and Permits. To the Seller's knowledge, as of the date of
origination of each Mortgage Loan and based on any of: (i) a letter from
governmental authorities, (ii) a legal opinion, (iii) an endorsement to the
related Title Policy, (iv) a representation of the related Mortgagor at the time
of origination of such Mortgage Loan, (v) a zoning report from a zoning
consultant, or (vi) other due diligence that a commercially reasonable
originator of similar mortgage loans in the jurisdiction where the related
Mortgaged Property is located customarily performs in the origination of
comparable mortgage loans, the related Mortgagor was in possession of all
material licenses, permits and franchises required by applicable law for the
ownership and operation of the related Mortgaged Property as it was then
operated or such material licenses, permits and franchises have otherwise been
issued.
27. Cross-Collateralization. No Mortgage Loan is cross-collateralized
with any loan which is outside the Mortgage Pool. With respect to any group of
cross-collateralized
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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.
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.
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33. No Material Default. To the Seller's knowledge, 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.
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.
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38. ARD Loans. Each ARD Loan requires scheduled monthly payments of
principal. If any ARD Loan is not paid in full by its Anticipated Repayment
Date, and assuming it is not otherwise in default, (i) the rate at which such
ARD Loan accrues interest will increase by at least two (2) percentage points
and (ii) the related Mortgagor is required to enter into a lockbox arrangement
on the ARD Loan whereby all revenue from the related Mortgaged Property shall be
deposited directly into a designated account controlled by the applicable
servicer.
39. Security Interests. A UCC financing statement has been filed
and/or recorded, or submitted for filing and/or recording (or submitted to a
title company 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 for filing and/or recording
to a title company pursuant to escrow instructions) wherever necessary to
perfect under applicable law such security interests (to the extent a security
interest in such personal property can be perfected by the filing 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).
41. Commencement of Amortization. Except as disclosed in the
Prospectus Supplement, each Mortgage Loan begins to amortize prior to its Stated
Maturity Date or, in the case of an ARD Loan, prior to its Anticipated Repayment
Date.
42. Servicing Rights. Except as provided in the Pooling and Servicing
Agreement, any permitted subservicing agreements and servicing rights purchase
agreements pertaining thereto, no Person has been granted or conveyed the right
to service any Mortgage
I-14
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
(identified on Annex D) that consists of a leasehold estate that is not a
material ground lease, which ground lease is not the subject of representation
18.
46. Escrows. All escrow deposits (including capital improvements and
environmental remediation reserves) relating to any Mortgage Loan that were
required to be delivered to the lender under the terms of the related Mortgage
Loan documents, have been received and, to the extent of any remaining balances
of such escrow deposits, are in the possession or under the control of Seller or
its agents (which shall include the Master Servicer). All such escrow deposits
are being conveyed hereunder to the Purchaser. Any and all material requirements
under each Mortgage Loan as to completion of any improvements and as to
disbursement of any funds escrowed for such purpose, which requirements were to
have been complied with on or before the date hereof, have been complied with in
all material respects or, if and to the extent not so complied with, the
escrowed funds (or an allocable portion thereof) have not been released except
in accordance with the terms of the related loan documents.
47. Operating Statements. In the case of each Mortgage Loan, the
related Mortgage or another Mortgage Loan document requires the related
Mortgagor, in some cases at the request of the lender, to provide the holder of
such Mortgage Loan with at least quarterly operating statements and rent rolls
(if there is more than one tenant) for the related Mortgaged Property and annual
financial statements of the related Mortgagor, and with such other information
as may be required therein.
48. Grace Period. With respect to each Mortgage Loan, the related
Mortgage, Mortgage Note or loan agreement provides a grace period for delinquent
monthly payments no longer than fifteen (15) days from the applicable Due Date
or five (5) days from notice to the related Mortgagor of the default.
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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.
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ANNEX A (TO SCHEDULE I)
EXCEPTIONS TO THE REPRESENTATIONS AND WARRANTIES
REP. 2 OWNERSHIP OF MORTGAGE LOANS
With respect to Loan 21, Blue Cross Building, the tenant has a first right of
negotiation to purchase the mortgaged property which terminate at foreclosure.
The tenant also has a right of first refusal to purchase the "development site",
which is contiguous but not part of the collateral.
With respect to Loan 00, Xxxxx Xxxxxx Xxxxxxxx: there is a right of first
refusal.
With respect to Loan 00, Xxx-Xxxx Xxxxx Xxxx, there is a right of first refusal.
With respect to Loan 19, 625 Broadway/909 Prospect, the County of San Diego, as
tenant, has a right of first refusal which survives foreclosure of the mortgaged
property.
With respect to Loan 148, Chimney Lakes Village, the tenant,
McDonald's, has a right of first refusal to purchase the pad that its store is
on, if the borrower receives a bona fide offer to sell from a disinterest third
party. The tenant has to purchase based on the same terms and conditions as the
bona fide offer. The right of first refusal survives foreclosure of the
mortgaged real property.
REP. 5 ASSIGNMENT OF LEASES AND RENTS
With respect to Loan 4, Louisiana Boardwalk, the Mortgage provides for
the appointment of a "keeper" instead of the appointment of a "receiver."
REP. 7 CONDITION OF PROPERTY; CONDEMNATION
With respect to Loan 4, Louisiana Boardwalk, the Mortgaged Property
includes a carousel that is owned and operated by the Mortgagor. The carousel is
located primarily on Tract C-4, which is included in the easement portion of the
Mortgaged Property (see exception to representation #45 regarding Mortgagor's
easement interests). However, a portion of the carousel encroaches onto Tracts
D-6 and D-16, which are not a part of the Mortgaged Property. Seller obtained an
endorsement to the title insurance policy referred to in representation #8
insuring against any loss or damage due to the encroachment of the carousel onto
Tracts D-6 and D-16.
According to Seller's Louisiana counsel, under local law, the area
between the ordinary high water xxxx and the ordinary low water xxxx of the Red
River is burdened by a servitude in favor of the public. Portions of the
improvement on the Mortgaged Property are located within this area. Seller
obtained an endorsement to the title policy referred to in representation #8
insuring against any loss sustained as a result of the forced removal of any of
all of the improvements by reason of the improvements being located within the
area between the high and low water marks.
With respect to Loan 43, 120 Bloomingdale, exceptions to title policy
coverage for sitting area encroachment (wooden deck encroaches on a small
portion of the adjacent property (which property is not part of the collateral))
onto the premises to the north of the Property (no distance shown on survey). At
this time, such portion is not deemed material to the mortgaged property.
REP. 10 MORTGAGE PROVISIONS
With respect to Loan 57, Westwood Estates Manufactured Housing
Community, the Mortgage Loan documents waive Mortgagor's obligation to obtain
and maintain insurance coverage for acts of terrorism.
With respect to various Countrywide 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.
With respect to Loan 43, 120 Bloomingdale, Section 7.1(g) of the Loan
Agreement provides: "Notwithstanding the foregoing, if the Terrorism Risk
Insurance Act of 2002 is not in effect at any time, Borrower shall only be
required to obtain the amount of terrorism coverage that can be obtained at a
price equal to one hundred fifty percent (150%) of the aggregate insurance
premiums payable with respect to all of the insurance coverage under Section 7.1
of this Agreement for the prior policy year."
With respect to Loan 14, EDS Portfolio, for so long as the Terrorism
Risk Insurance Act of 2002 is in effect (including any extensions) Lender shall
accept terrorism insurance which covers against "covered acts" as defined
therein. If the Terrorism Risk Insurance Act of 2002 is not reauthorized, or is
reauthorized at significantly different terms than the expiring Act, terrorism
insurance must be purchased from private insurers for the full replacement cost
of the Improvements, provided that the cost of such insurance shall not exceed
$175,000 annually.
With respect to the Loan 8, Xxxxxx Xxxxxx Portfolio I, annual premiums
for terrorism insurance coverage are not to exceed 200% of the other required
insurance costs.
With respect to Loan 114, 69, 91, 97, 47 and 25 Flamingo Self Storage,
Pecanland Commons, Xxxxxxxxx Plaza, Mainplace Merced, Pageantry West and The
Courtyard on Wilshire, the related Borrower is obligated to obtain insurance to
cover perils of terrorism and acts of terrorism so long as such coverage is
commercially reasonably available.
REP. 12 ENVIRONMENTAL CONDITIONS
With respect to Loan 4, Louisiana Boardwalk, in the Mortgage Loan
documents, Mortgagor represents, warrants and covenants, as to itself and the
Mortgaged Property: (a) other than as disclosed to the lender in the
environmental report delivered to lender in connection with
the Mortgage Loan, there are no hazardous substances or underground storage
tanks in, on, or under the Mortgaged Property, except those that are both (i) in
compliance with all environmental laws and with permits issued pursuant thereto
and (ii) which do not require remediation; (b) to Mortgager's knowledge there
are no past, present or threatened releases of hazardous substances in, on,
under, from or affecting the Mortgaged Property which have not been fully
remediated in accordance with environmental laws; (c) to Mortgagor's knowledge
there is no release or threat of any release of hazardous substances which has
or is migrating to the Mortgaged Property; (d) to Mortgagor's knowledge there is
no past or present non-compliance with environmental laws, or with permits
issued pursuant thereto, in connection with the Mortgaged Property which has not
been fully remediated in accordance with environmental laws; (e) the Mortgagor
does not know if, and has not received, any written or oral notice or other
communication from any person (including a governmental authority) relating to
hazardous substances or the remediation thereof, of possible liability of any
person pursuant to any environmental law, other environmental conditions in
connection with the Mortgaged Property, or any actual or potential
administrative or judicial proceedings in connection with any of the foregoing;
and (f) the Mortgagor has truthfully and fully provided to the lender, in
writing, any and all information relating to conditions in, on, under or from
the Mortgaged Property that is known to the Mortgagor and that is contained in
files and records of the Mortgagor, including, without limitation, any reports
relating to hazardous substances in, on, under or from the Mortgaged Property
and/or to the environmental condition of the Mortgaged Property.
The Mortgagor and the environmental indemnitor are not obligated under
the Mortgage Loan documents to indemnify the lender or any other indemnified
party (a) to the extent that losses arise from the gross negligence or willful
misconduct of the lender or any other indemnified party or (b) to the extent the
act or omission which gives rise to a loss occurs after any transfer of the
Mortgaged Property by foreclosure under the Mortgage or by a deed-in-lieu
thereof and are not the result of any negligent or international act or omission
of the Mortgagor or any affiliate of the Mortgagor.
With respect to Loan 12, Xxxxxxxxxx IIIAPortfolio, in the Mortgage
Loan documents, Mortgagor represents, warrants and covenants, as to itself and
the Mortgaged Property: (a) other than as disclosed to the lender in the
environmental report obtained in connection with the origination of the Mortgage
Loan, there are no hazardous substances or underground storage tanks in, on, or
under the Mortgaged Property, except those that are both (i) in compliance with
all environmental laws and with permits issued pursuant thereto and (ii) which
do not require remediation; (b) there are no past, present or threatened
releases of hazardous substances in, on, under, from or affecting the Mortgaged
Property which have not been fully remediated in accordance with environmental
laws; (c) there is no release or threat of any release of hazardous substances
which has or is migrating to the Mortgaged Property; (d) there is no past or
present non-compliance with environmental laws, or with permits issued pursuant
thereto, in connection with the environmental laws; (e) the Mortgagor does not
know if, and has not received, any written or oral notice or other communication
from any person (including, without limitation, any governmental authority)
relating to hazardous substances or the remediation thereof, of possible
liability of any person pursuant to any environmental law, other environmental
conditions in connection with the Mortgaged Property, or any actual or potential
administrative or judicial proceedings in connection with any of the foregoing;
and (f) the Mortgagor has truthfully and fully provided to the Lender, in
writing, any and all information
relating to conditions in, on, under or from the Mortgaged Property that is
known to the Mortgagor and that is contained in files and records of the
Mortgagor, including, without limitation, any reports relating to hazardous
substances in, on, under or from the Mortgaged Property and/or to the
environmental condition of the Mortgaged Property.
The Mortgagors and the environmental indemnitor are not obligated
under the Mortgage Loan documents to indemnify the lender or any other
indemnified party (a) for any losses which arise out of the fraud or willful
misconduct of the lender or any other indemnified party, or (b) to the extent
the fact, circumstances or event relating to any affected Mortgaged Property
first arises or accrues from or after any foreclosure by the lender or any other
indemnified party, or acceptance of a deed in lieu thereof, or lender or any
other indemnified party or a designee thereof takes physical possession of such
Mortgaged Property pursuant to any rights or remedies provided for in the
Mortgage Loan documents.
With respect to Loan 43, 120 Bloomingdale, Section 4 of the
Environmental Indemnity Agreement and Section 9.4(b) of the Loan Agreement
provides that the Borrower or Indemnitor, as applicable, "shall have no
obligations under this Section after all of the following conditions have been
satisfied: (i) there has been no change in any Environmental Law or other Legal
Requirement prior to the date on which the Indebtedness is paid in full the
effect of which would be to make a lender/mortgagee liable with respect to any
condition or matter for which the Indemnified Parties are entitled to be
indemnified notwithstanding the fact that the Indebtedness was repaid in full;
(ii) Lender has received, at Borrower's sole cost and expense, an environmental
inspection report for the Property in scope satisfactory to Lender, and prepared
by an independent consulting firm/environmental engineer acceptable to Lender,
dated no more than thirty (30) days prior to the date the same is delivered to
Lender, showing that there exists no condition or matter with respect to the
Property for which the Indemnified Parties are entitled to be indemnified; and
(iii) two (2) years have elapsed since the date on which the Indebtedness was
repaid in full."
With respect to Loan 8, Xxxxxx Xxxxxx Portfolio I Loan, within ninety
(90) days following the closing date, Borrower undertook to conduct such further
investigation and take such remedial action as Lender may reasonably require
with respect to visual signs of mold growth or conditions conducive to mold
growth at the Property, as identified in the Environmental Report (defined
below).
Within ninety (90) days following the closing date, Borrower undertook
cause to be inspected and properly relocated the existing hydraulic trash
compactor currently located in the immediate vicinity of a stormwater inlet
grate, as identified in the Environmental Report.
As used herein, "Environmental Report" means the Phase I Environmental
Site Assessment Report conducted by AEI Consultants, Dallas, Texas, Project No.
11813, dated August 1, 2005.
REP. 14 INSURANCE
With respect to terrorism insurance see the exceptions to Rep. 10 all
of which are incorporated herein by reference as if mentioned herein.
With respect to Loan 57, Westwood Estates Manufactured Housing
Community, the flood insurance requirements in the loan documents require
coverage (if in a flood zone) in an amount equal to the lesser value of (1) full
insurable value, (2) maximum amount available, and (3) the original principal
indebtedness.
With respect to Loan 4, Louisiana Boardwalk, the Mortgagor is required
to maintain comprehensive general liability insurance, including contractual
injury, bodily injury, broad form death and property damage liability against
any and all claims, including all legal liability to the extent insurable
imposed upon Mortgagor and all court costs and attorneys' fees and expenses,
arising out of or connected with the possession, use, leasing, operation,
maintenance or condition of the Mortgaged Property with a combined limit of not
less than $2,000,000 in the aggregate and $1,000,000 per occurrence, plus
$10,000,000 umbrella coverage, plus motor vehicle liability coverage for all
owned and non-owned vehicles (including, without limitation, rented and leased
vehicles) containing minimum limits per occurrence, including umbrella coverage,
of $1,000,000.
With respect to Loan 12, Xxxxxxxxxx IIIA Portfolio, the Mortgagors are
obligated to carry comprehensive general liability insurance, including
contractual injury, bodily injury, broad form death and property damage
liability, "dramshop" or other liquor liability coverage if alcoholic beverages
are sold from or may be consumed at the Mortgaged Properties, and umbrella
liability insurance against any and all claims, including all legal liability to
the extent insurable imposed upon the Mortgagors and all court costs and
attorneys' feed and expenses, arising out of or connected with the possession,
use, leasing, operating, maintenance or condition of the Mortgaged Properties,
as are customarily maintained in businesses such as those operated by the
Mortgagors.
Mortgagors insurance policies in place upon origination of the
Mortgage Loan are deemed to comply with the requirements of the Mortgage Loan
documents until the expiration of the then-current term of such insurance
policies.
With respect to Loan 28, Xxxxxxxxx Tower, the Loan Documents provide
that the insurer have a claims paying ability of not less than "BBB" or its
equivalent by S&P.
With respect to Loan 00, Xxxxxxx Xxxxxxxxxxx, the Loan Agreement
requires ratings of at least BBB from from S&P or A-:VIII from A.M. Best and is
silent as to Fitch.
REP. 17 LOCAL LAW COMPLIANCE
With respect to Loan 79, Paramus Medical Office, the property is
Non-Conforming due to a deficiency of four parking spaces.
With respect to Loan 12, Xxxxxxxxxx IIIA Portfolio, the Mortgagors
have covenanted in the Mortgage Loan documents to notify the lender promptly of
any written notice or order that the Mortgagor receives from any governmental
authority relating to Mortgagor's failure to comply with such applicable legal
requirements relating to the Mortgaged Property (including, without limitation,
any such notice regarding shortages in parking spaces under applicable zoning
ordinances) and promptly take any and all actions necessary to bring its
operations at the Mortgaged Property into compliance therewith (and shall fully
comply with the
requirements of such legal requirements that at any time are applicable to its
operations at the Mortgaged Property); provided, however, that the Mortgagor, at
its expense may, after prior notice to the lender, contest by appropriate legal,
administrative or other proceedings conducted in good faith and with due
diligence, the validity or application, in whole or in part, of any such
applicable legal requirements as long as certain conditions set forth in the
Mortgage Loan documents are satisfied with respect to such contest at all times.
The law and ordinance policy maintained by the Mortgagors has an
aggregate liability cap of $20,000,000, and such law and ordinance policy does
not cover losses sustained as a result of terrorist acts.
With respect to Loan 169, 47 Xxxxxx, Seller's representation is
limited to whether the use of the applicable property is a permitted use under
applicable zoning regulations.
REP. 22 LEGAL PROCEEDINGS
With respect to Loan 4, Louisiana Boardwalk, the Mortgagor is a
defendant in the case entitled Xxxxxxx X. Xxxxx v. Riverwalk Entertainment, LLC
et al., Case No. 05-1416 in the United States District Court, Western District
of Louisiana, Shreveport Division, which was originally filed July 21, 2005 in
the 26th Judicial District Court, Bossier Parish, Louisiana and subsequently
removed to federal court. The plaintiffs are the former owners of certain lots,
including certain lots currently owned by the City of Bossier City, Louisiana,
which are included in the easement portion of the Mortgaged Property (see
exception to representation #45 regarding Mortgagor's easement interests).
Plaintiffs initially transferred the aforementioned lots to Riverwalk
Entertainment, LLC, which subsequently transferred the same to the City of
Bossier City. The plaintiffs allege that the deed by which plaintiffs conveyed
the aforementioned lots inadvertently included a portion of the property which
is included in the easement portion of the Mortgaged Property, and that such
lots were specifically intended to be reserved from the conveyance pursuant to
the purchase agreement. Among other things, the plaintiffs seek declaratory
judgment that title to the disputed lots was not transferred, and reformation of
the deed to Riverwalk Entertainment, LLC and the deed to the City of Bossier to
reflect that plaintiffs did not transfer such lots. The lawsuit also includes
state law claims for trespass, conversion, intentional infliction of emotional
distress, tortious conspiracy, and violation of the Louisiana Unfair Trade
Practices Act, as well as federal civil rights claims. As of September 8, 2005,
the defendants had not filed a responsive pleading in the lawsuit. The Mortgage
Loan documents provide for recourse against the Mortgagor and the guarantors for
any losses arising out of or in connection with this litigation or any
litigation, proceeding or claims related thereto.
With respect to Xxxx 00, Xxxxxxxxxx XXXX Portfolio, a class action
suit has been filed against the sponsor of the Mortgagors and certain related
parties concerning the formation of the Xxxxxxxxxx Motels, Inc. Employee Stock
Option Plan (the "ESOP"), which is the majority owner of Xxxxxxxxxx Motels, Inc.
(the indirect owner of each of the Mortgagors). None of the Mortgagors are named
as defendants in such lawsuit.
REP. 23 OTHER MORTGAGE LIENS
With respect to Loan 4, Louisiana Boardwalk, the loan agreement does
not expressly require Borrower to pay rating agency fees in connection with
consent to an encumbrance. Section 12.21 of the Loan Agreement requires Borrower
to pay Lender's costs and expenses, including fees, costs and expenses of
attorneys, local counsel, accountants, and other contractors in connection with
any consent.
With respect to Loan 22, Oak Brook International Office Center, the
related mortgage property is encumbered by a second lien in the amount of
$9,600,000 that is an inter company debt.
With respect to Loan 36, 000 Xxxxxxx Xxxxxx, there is an unsecured
inter company subordinate debt in the amount of $10,000,000.
With respect to Loan 161, Mondo Building, the related mortgage property is
encumbered by a second lien in the amount of $1,200,000.
With respect to Loan 131, Osco Plaza, the related borrower has the option to
encumber the mortgaged property with a second lien to secure additional
subordinated debt or a special purpose entity to be formed, which will be the
100% owner of the borrower, may pledge its interest to secure additional
subordinated debt, provided, in each case, that certain conditions specified in
the loan agreement are satisfied, including: (i) the aggregate amount of the
mortgage loan and the subordinate debt (either the secured subordinate debt or
the mezzanine debt) will not exceed 85% of the fair market value of the
mortgaged property, (ii) the aggregate debt service coverage ratio at all times
(assuming that either the secured subordinate debt or the mezzanine debt is
fully advanced) is at least 1.15:1 and (iii) the assumed debt service coverage
ratio at all times (assuming that either the secured subordinate debt or the
mezzanine debt is fully advanced) is at least 0.90:1.
With respect to Loan 114 and 47, Flamingo Self Storage and Pageantry
West Office Park, the related loan documents permit the related borrower to
encumber the related mortgaged property with a second lien to secure additional
subordinated debt, provided that certain conditions specified in the applicable
loan agreement are satisfied, including: (i) the related borrower maintains a
minimum aggregate debt service coverage ratio (including the related subordinate
debt) of at least 1:25:1 based on actual loan constant, (ii) the related
borrower maintains a minimum aggregate debt service coverage ratio (including
the related subordinate debt) of at least 1:00:1 based on a 9.25% loan constant,
(iii) the aggregate loan to value ratio (including the related subordinate debt)
does not exceed 75% of the appraised value of the applicable mortgaged property
and (iv) the applicable subordinate lender executes an intercreditor agreement
on the lenders form.
REP. 24 NO MECHANICS' LIENS
With respect to Loan 4, Louisiana Boardwalk, there are three
construction contracts listed as exceptions to the lender's title policy for
this loan. These are bonded contracts and the title policy includes an
endorsement insuring over the contracts.
REP. 26 LICENSES AND PERMITS
With respect to Loan 12, Xxxxxxxxxx IIIA Portfolio, with regard to
certain of the Mortgage Properties, the liquor license relating to such Mortgage
Property, if any, may be held by an affiliate of the applicable Mortgagor.
REP. 34 DUE-ON-SALE
With respect to Loan 4, Louisiana Boardwalk, the following occurrences
are also deemed to be permitted transfers under the Mortgage Loan documents,
which shall not require the consent of the lender: (a) leases which are not
material leases or material leases that have been approved by lender in
accordance with Section 5.7 of the related loan agreement; and (b) (i) transfers
of 50% or more of the total direct or indirect equity interest in Mortgagor or
any indirect or direct equity interest that results in none of the guarantors
retaining control of the Mortgagor, provided that the identity, experience,
financial condition, creditworthiness, single purpose nature and bankruptcy
remoteness of the Transferee Borrower and the replacement guarantors and
indemnitors shall be reasonably satisfactory to Lender or (ii) a transfer of all
or substantially all of the Mortgaged Property to another party, provided that,
in each case, the conditions set forth in the loan agreement have been
satisfied.
With respect to Xxxx 00, Xxxxxxxxxx XXXX Portfolio, the following
occurrences are also deemed to be permitted transfers under the Mortgage Loan
documents, which shall not require the consent of the lender: (a) any change in
the trustee of any estate planning trust which holds a direct or indirect
interest in any Mortgagor so long as such trustee is a financial institution;
and (b) any change in the "Trustee" or the "Committee" (as defined in the ESOP)
of the Xxxxxxxxxx Motels, Inc. Employee Stock Option Plan and Trust, as amended
and restated, effective as of January 1, 2002 (the "ESOP"); provided that no
such change shall, without prior written consent of the lender, result, directly
or indirectly, in a change in the identity of a majority of the following five
(5) key management individuals holding senior executive management positions of
Xxxxxxxxxx Motels, Inc.: Xxxx Xxxxxxxxxx, Xxxxxxx Croves, Xxxxx Xxxx, Xxxx
Xxxxxxxxxx, and Xxxx Xxxxxxx; provided further that upon the occurrence at any
time during the term of the Mortgage Loan of any review and consent by the
lender of any such changes in key personnel, no further consent will be required
by the lender as to such management group, except to the extent of any change in
the identity of a majority of the five (5) key management individuals then
holding such senior executive management positions of Xxxxxxxxxx Motels, Inc.
With respect to Loan Nos. 92, 110 and 133, Valencia Loan, Holiday
Inn--Lompoc and Plaza de las Brisas, permitted transfers includes (so long as no
Event of Default then exists): (i) Permitted Encumbrances (i.e. mortgage lien,
government liens and permitted exceptions to title policy), (ii) non material
leases and material leases that have been approved by lender in accordance with
Section 5.7 of the related loan agreement, (iii) Transfers of more than 49%
total direct or indirect Equity Interests in Borrower or any direct or indirect
Equity Interests that results in a change of Control or transfers of all or
substantially all of the Property pursuant to the assumption requirements of the
Mortgage Loan, provided that the identity, experience, financial condition,
creditworthiness, single purpose nature and bankruptcy remoteness of the
Transferee Borrower and the replacement guarantors and indemnitors shall be
reasonably satisfactory to Lender.
With respect to Loan 169, 47 Xxxxxx, the Mortgage permits the transfer
of the related Property loan and the assumption of the related Loan upon the
payment of a 1% fee and the satisfaction of customary assumption requirements.
With respect to Loan 36, 31, 97, 164 and 121, 000 Xxxxxxx Xxxxxx,
Xxxxxxxxx Shopping Center/Millburn Plaza, Mainplace Merced, Fitch Building and
Latina Warehouse, the related Countrywide's loan documents, provide that when
determining whether the transfer of equity interests in Borrower is a permitted
transfer not requiring Lender's prior consent, such determination is made by
looking to transfers of "direct or indirect", "legal or beneficial equity
interests" (rather than solely a direct equity transfer in 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 Borrower.
With respect to Loan 8, Xxxxxx Xxxxxx Portfolio I Loan, certain REIT
transfers permitted as detailed in Article 6 of the Loan Agreement.
With respect to Loan 00, Xxxxxx & Xxxxxxx Xxxxx, this is a
tenant-in-common borrowing structure, and the respective tenants in common have
the right to sell their interest to other tenants-in-common without the prior
written consent of Lender. The loan documents also allow for transfers to new
tenants in common within a certain number of days from closing (depending upon
how soon after closing such transfer takes place).
With respect to Loan 69, Pecanland Commons, at the time during the
twelve (12) consecutive calendar months immediately following the origination
date, other than during a Quiet Period (as defined in the Loan Agreement), the
initial Borrower executing the loan agreement (but not any successors or assigns
of such Borrower) shall have the right to transfer title to one or more
undivided interests in the Property to one or more entities as additional
tenants-in-common (but in no event more than thirty-five (35) persons) provided
that certain conditions shall be satisfied with respect to each such transfers
as set forth in Section 13.7 of the Loan Agreement.
With respect to all of Countrywide's loans in addition to the above
stated exceptions, the Property may be transferred without the written consent
of the Lender in sales of the entire Property to another party (the "Transferee
Borrower"), provided that prior to such sale the following conditions, among
others, are met: (a) Borrower may be required to pay to lender a transfer fee,
(b) the identity, experience, financial condition, creditworthiness, single
purpose nature and bankruptcy remoteness of the Transferee Borrower and the
replacement guarantors and indemnitors shall be reasonably satisfactory to
Lender, (c) Borrower, Transferee Borrower, Guarantor and the replacement
guarantors and indemnitors shall execute and deliver any and all documentation
as may be reasonably required by Lender, in form and substance reasonably
satisfactory to Lender in Lender's reasonable discretion (including, without
limitation, assumption documents), (d) counsel to Transferee Borrower and the
replacement guarantors and indemnitors shall deliver to Lender opinion letters
relating to such transfer (including, without limitation, tax, bankruptcy and
REMIC opinions) in form and substance reasonably satisfactory to Lender in
Lender's reasonable discretion, and (e) Borrower pays all reasonable expenses
incurred by Lender in connection with such transfer, including, without
limitation, Lender's
reasonable attorneys fees and expenses, all recording fees, and all fees payable
to the Title Company for the delivery to Lender of the endorsement referred to
in clause (e) above.
The following loans permit future mezzanine debt:
Louisiana Boardwalk, Xxxxxxxxxx Pool III, Westwood Estates
Manufactured Housing Community, Tustin MOB I & II, OSCO Plaza (at borrower's
option-or borrower may obtain a subordinated debt secured by a second lien on
the mortgaged property as described in exception to rep 23 entitled "other
mortgage liens"), Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx, 0000 Xxxxxxxxxx, Xxxxxxxx
Place and Pecanland and Hampton Inn-Florida Mall.
The following loans have existing mezzanine debt:
Xxxxxx Xxxxxx Portfolio I, in the amount of $7,660,000
Paramus Medical, in the amount of $850,000
REP. 35 SINGLE PURPOSE EQUITY
With respect to Loan 0, Xxxxxxxxx Xxxxxxxxx, Xxxxxxxxx'x predecessor
in interest was a Louisiana Riverwalk, L.L.C., a Louisiana limited liability
company (the "Lousiana LLC"). The Louisiana LLC owned the Mortgaged Property and
certain unimproved parcels adjacent to the Mortgaged Property. At Seller's
request and to comply with Seller's single-purpose entity requirements, the
unimproved parcels were conveyed to an affiliate of Mortgagor. Also to comply
with Seller's single-purpose entity requirements, immediately prior to the
closing of the Mortgage Loan, the Louisiana LLC merged with Borrower (a
single-member Delaware limited liability company). At the time of the merger,
Mortgagor's legal name was Louisiana RW, LLC, a Delaware limited liability
company and immediately following the merger, the entity was renamed Louisiana
Riverwalk, LLC, a Delaware limited liability company, which was Mortgagor's
legal name at the time of the origination of the Mortgage Loan.
With respect to Loan 111, Laurel Inn, Single Purpose Entity covenants
are in loan documents only (not in organizational documents).
REP. 43 RECOURSE
With respect to Loan 00, Xxxx Xxxxx Xxxxxxxx, carve-out recourse is to
the Borrower only. No separate guaranty was executed in connection with this
loan.
With respect to Loan 12, Xxxxxxxxxx IIIA Portfolio, in addition to
certain other recourse carve-out liability, the Mortgagor and the carve-out
guarantor are liable to the lender for any losses arising out of or in
connection with any act of willful waste of the Mortgaged Property or any
portion thereof.
With respect to Loan 43, 120 Bloomingdale, Section 4 of the
Environmental Indemnity Agreement and Section 9.4(b) of the Loan Agreement
provides that the Borrower or Indemnitor, as applicable, "shall have no
obligations under this Section after all of the following conditions have been
satisfied: (i) there has been no change in any Environmental Law or other
Legal Requirement prior to the date on which the Indebtedness is paid in full
the effect of which would be to make a lender/mortgagee liable with respect to
any condition or matter for which the Indemnified Parties are entitled to be
indemnified notwithstanding the fact that the Indebtedness was repaid in full;
(ii) Lender has received, at Borrower's sole cost and expense, an environmental
inspection report for the Property in scope satisfactory to Lender, and prepared
by an independent consulting firm/environmental engineer acceptable to Lender,
dated no more than thirty (30) days prior to the date the same is delivered to
Lender, showing that there exists no condition or matter with respect to the
Property for which the Indemnified Parties are entitled to be indemnified; and
(iii) two (2) years have elapsed since the date on which the Indebtedness was
repaid in full."
With respect to Loan 22, Oak Brook International, only an entity
executes the non-recourse carveout guaranty. Only Mortgagor executes the
environmental indemnification agreement.
REP. 45 FEE SIMPLE INTEREST
With respect to Loan 4, Louisiana Boardwalk, the interest of Mortgagor
in the Mortgaged Property includes the fee simple interest in the real property
and the improvements on ten tracts of land as well as perpetual easement rights
related to five tracts of land and four streets adjacent to the Mortgaged
Property, as set forth in an easement agreement between the City of Bossier
City, Louisiana and the Mortgagor.
With respect to Loan 130, Galleria Self Storage, a portion of the
collateral is under a short term lease and the income from such lease was not
underwritten and should be included on Annex D.
REP. 47 OPERATING STATEMENTS
With respect to Loan 169, 47 Xxxxxx, the Mortgagor is only require to
furnish to the Lender, within one hundred twenty (120) days following the end of
each fiscal year of the Mortgagor, a true, complete, correct and accurate copy
of the Mortgagor's unaudited financial statement for such period (and, annually
within sixty (60) days after filing, Mortgagor's business tax return filings).
The Mortgagor must also shall furnish to Lender, within ten (10) Business Days
after request, such further information with respect to Mortgagor and the
operation of the Property as may be reasonably requested by Lender.
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)
ANNEX C (TO SCHEDULE I)
MORTGAGE LOANS COVERED BY SECURED CREDITOR
ENVIRONMENTAL INSURANCE POLICIES
(REPRESENTATIONS 12 AND 49)
[None.]
ANNEX D (TO SCHEDULE I)
GROUND LEASES NOT COVERED BY REPRESENTATION 18
(REPRESENTATION 45)
Galleria Self Storage
SCHEDULE II
MORTGAGE LOAN SCHEDULE
[ATTACHED]
MLMT 2005 - CKI1 COUNTRYWIDE MORTGAGE LOAN SCHEDULE
[ ] Loan Level
[ ] Property Level
MORTGAGE
LOAN
LOAN # PROPERTY NAME SELLER PROPERTY TYPE ADDRESS
------ ----------------------------------------------- -------- -------------------- -------------------------------------------
0 Xxxxxxxxx Xxxxxxxxx XXX Retail 000 Xxxxx Xxxx
0 Xxxxx Xxxxxxxxx Centre CRF Office 0000 Xxxxx Xxxxxx Xxxxxx
8 Xxxxxx Portfolio - Dallas CRF Office Various
8.01 Eighty-Eighty Xxxxxxx XXX Xxxxxx 0000 Xxxxx Xxxxxxx Expressway
8.02 0000 XXX XXX Xxxxxx 0000 Xxxxx Xxxxxxx Expressway
8.03 North Central Plaza III CRF Office 12801 North Central Expressway
12 Xxxxxxxxxx Portfolio IIIA CRF Hospitality Various
12.01 Homewood Suites Willowbrook CRF Hospitality 0000 Xxxx XX 0000
12.02 SpringHill Suites Memphis CRF Hospitality 0000 Xxx Xxxxxxxxx Xxxx
12.03 Hampton Inn Burnsville CRF Hospitality 14400 Nicollet Court
12.04 Holiday Inn Express Oklahoma City CRF Hospitality 0000 X.X. Xxxxxxxxx Xxxxxxxxx
12.05 Fairfield Inn by Marriott Plano CRF Hospitality 0000 Xxxx Xxxxx Xxxxxxx
12.06 SpringHill Suites Houston CRF Hospitality 0000 Xxxxx Xxxx Xxxx 000
12.07 Fairfield Inn Muncie CRF Hospitality 0000 Xxxx Xxxxxx Xxxx
12.08 Hampton Inn Xxxxxxxx CRF Hospitality 0000 Xxxxxxxxxx Xxxxx
12.09 Fairfield Inn Westchase CRF Hospitality 0000 Xxxx Xxx Xxxxxxx Xxxxxxx
12.10 Hampton Inn Willowbrook CRF Hospitality 0000 Xxxx XX 0000
12.11 Fairfield Inn Memphis CRF Hospitality 0000 Xxxxxxx 00
12.12 Fairfield Inn Joliet North CRF Hospitality 0000 Xxxxxx Xxxxxx
12.13 Hampton Inn Texas City CRF Hospitality 0000 XX 0000
12.14 Fairfield Inn Burnsville CRF Hospitality 14350 Nicollet Court
12.15 Comfort Inn Sioux City CRF Hospitality 0000 Xxxxx Xxxxxxxx Xxxxxx
12.16 Fairfield Inn Texas City CRF Hospitality 10700 X.X. Xxxxx Expressway
14 EDS Portfolio CRF Office Various
14.01 Camp Hill CRF Office 000 Xxxxxxxxx Xxxxxx
14.02 Auburn Hills Facilities CRF Office 1080 and 000 Xxxx Xxxxxxxx Xxxxx
14.03 Rancho Xxxxxxx XXX Xxxxxx 00000 Xxxxx Xxxx Xxxx
19 625 Broadway and 909 Prospect CRF Various Various
19.01 Broadway Office Building (Xxxxxxx Building) CRF Xxxxxx 000 Xxxxxxxx
00.00 Xx Xxxxx Xxxxxxxx Xxxxx CRF Mixed Use 000 Xxxxxxxx Xxxxxx
00 Xxxx Xxxxx Xxxxxxxx XXX Xxxxxx 000 Xxxxx Xxxxxxx Expressway
22 Oak Brook International Office Center CRF Office 2707, 2803, 2805 and 0000 Xxxxxxxxxxx Xxxx
25 The Courtyard on Wilshire CRF Office 0000-00 Xxxxxxxx Xxxxxxxxx
28 Xxxxxxxxx Tower XXX Xxxxxx 000 Xxxxx 0xx Xxxxxx
31 Browntown and Millburn Plaza Portfolio CRF Retail Various
31.01 Browntown Shopping Center CRF Retail 0000 - 0000 Xxxxxxxxx Xxxxxx Xxxx Xxxxx 000
and Xxxx Road
31.02 Millburn Mall CRF Retail 2019 - 0000 Xxxxxxxx Xxxx
34 Xxxxxxx Xxxx Xxxxxxx Xxxxxx Xxxxxx XXX Xxxxxx 00000 Xxxx Xxxx Avenue
35 Signature Pavilion CRF Retail 000-000 Xxxxx Xxxxxxxxx Xxxxxxxxx
36 000 Xxxxxxx Xxxxxx CRF Office 000 Xxxxxxx Xxxxxx
38 The Lakes at Thousand Oaks CRF Retail 0000 Xxxx Xxxxxxxx Xxxx Xxxxxxxxx
39 Xxxxxxx Market Place CRF Retail 5465 - 0000 Xxxxxxx Xxxxxx
43 120 Bloomingdale XXX Xxxxxx 000 Xxxxxxxxxxxx Xxxx
47 Pageantry West Office Park CRF Office 8925 and 0000 Xxxx Xxxxxxx Xxxx
49 Midori & Xxxxxxx Place CRF Office Various
49.01 The Midori CRF Office 0000 Xxxxxxxx Xxxxxxx
49.02 Xxxxxxx Place CRF Office 3150 Xxxxxxx Bridge Road
52 Inducon Portfolio CRF Office Various
52.01 410 - 440, 415 & 000 Xxxxxxxx Xxxx Xxxxx XXX Xxxxxx 410 - 440, 415 & 000 Xxxxxxxx Xxxx Xxxxx
52.02 60 - 90 Xxxxxxx Drive CRF Office 60 - 00 Xxxxxxx Xxxxx
52.03 000 Xxxxxxxxxx Xxxxx CRF Office 000 Xxxxxxxxxx Xxxxx
52.04 80 - 90 Curtwright Drive CRF Xxxxxx 00 - 00 Xxxxxxxxxx Xxxxx
00 Xxxxx Xxxxxx Xxxxxx Xxxx CRF Office 8905, 8925, 8935, 8955, 8965, 8975 and 0000
Xxxxx Xxxxx Xxxx
56 Green Valley Technical Xxxxx XXX Xxxxxx 0000 Xxxxxxxx Xxxxxx Xxxxx
00 Xxxxxxxx Xxxxxxx Manufactured Housing Community CRF Manufactured Housing 0000 00xx Xxxxxx
62 Tustin MOB I & II CRF Office Various
62.01 Tustin Medical Building II CRF Office 00000 Xxxxxxx Xxxxxx
62.02 Tustin Medical Building I CRF Office 00000 Xxxxxxx Xxxxxx
MORTGAGE CUTOFF
LOAN BALANCE
LOAN # PROPERTY NAME SELLER CITY COUNTY STATE ZIP CODE (12/1/2005)
------ ----------------------------------------------- -------- ---------------- ------- ----------- -------- --------------
0 Xxxxxxxxx Xxxxxxxxx XXX Xxxxxxx Xxxx XX Bossier 71111 128,000,000.00
7 Chase Xxxxxxxxx Xxxxxx XXX Xxxxxxxxxx XX Xxx Xxxxxx 00000 97,293,655.41
8 Younan Portfolio - Dallas CRF Dallas TX Dallas Various 80,000,000.00
8.01 Eighty-Eighty Xxxxxxx XXX Xxxxxx XX Xxxxxx 00000 29,386,265.00
8.02 0000 XXX XXX Xxxxxx XX Xxxxxx 00000 28,747,433.00
8.03 Xxxxx Xxxxxxx Xxxxx XXX XXX Xxxxxx XX Xxxxxx 00000 21,866,302.00
12 Xxxxxxxxxx Portfolio IIIA CRF Various Various Various Various 51,759,253.29
12.01 Homewood Suites Willowbrook CRF Houston TX Xxxxxx 77070 5,330,207.72
12.02 SpringHill Suites Memphis CRF Memphis TN Shelby 38133 4,509,027.26
12.03 Hampton Inn Xxxxxxxxxx XXX Xxxxxxxxxx XX Xxxxxx 00000 3,782,406.97
12.04 Holiday Inn Express Xxxxxxxx Xxxx XXX Xxxxxxxx Xxxx XX Xxxxxxxx 00000 3,722,684.76
12.05 Fairfield Inn by Xxxxxxxx Xxxxx XXX Xxxxx XX Xxxxxx 00000 3,608,217.18
12.06 SpringHill Suites Houston CRF Houston TX Xxxxxx 77092 3,593,286.62
12.07 Xxxxxxxxx Xxx Xxxxxx XXX Xxxxxx XX Xxxxxxxx 00000 3,384,258.87
12.08 Hampton Inn Xxxxxxxx CRF Stafford TX Xxxx Xxxx 00000 3,324,536.65
12.09 Xxxxxxxxx Xxx Xxxxxxxxx XXX Xxxxxxx XX Xxxxxx 00000 3,284,721.84
12.10 Xxxxxxx Xxx Xxxxxxxxxxx XXX Xxxxxxx XX Xxxxxx 00000 2,936,342.25
12.11 Xxxxxxxxx Xxx Xxxxxxx XXX Xxxxxxx XX Xxxxxx 00000 2,587,962.66
12.12 Fairfield Inn Joliet North CRF Joliet IL Will 60431 2,587,962.66
12.13 Xxxxxxx Xxx Xxxxx Xxxx XXX Xxxxx Xxxx XX Xxxxxxxxx 00000 2,498,379.34
12.14 Xxxxxxxxx Xxx Xxxxxxxxxx XXX Xxxxxxxxxx XX Xxxxxx 00000 2,468,518.23
12.15 Comfort Inn Sioux City CRF Sioux City IA Woodbury 51106 2,140,046.05
12.16 Xxxxxxxxx Xxx Xxxxx Xxxx XXX Xxxxx Xxxx XX Xxxxxxxxx 00000 2,000,694.21
14 EDS Portfolio CRF Various Various Various Various 49,120,000.00
14.01 Camp Hill CRF East Pennsboro PA Cumberland 17011 25,860,000.00
14.02 Auburn Hills Facilities CRF Xxxxxx Xxxxx XX Xxxxxxx 00000 11,920,000.00
14.03 Xxxxxx Xxxxxxx XXX Xxxxxx Xxxxxxx XX Sacramento 95670 11,340,000.00
19 000 Xxxxxxxx and 000 Xxxxxxxx XXX Xxxxxxx XX San Diego Various 34,876,967.02
19.01 Xxxxxxxx Xxxxxx Xxxxxxxx (Xxxxxxx Xxxxxxxx) XXX Xxx Xxxxx XX Xxx Xxxxx 00000 24,912,119.30
19.02 La Jolla Prospect Plaza CRF La Jolla CA San Diego 92037 9,964,847.72
00 Xxxx Xxxxx Xxxxxxxx XXX Xxxxxxxxxx XX Xxxxxx 00000 31,709,070.93
00 Xxx Xxxxx Xxxxxxxxxxxxx Xxxxxx Xxxxxx XXX Xxx Xxxxx XX DuPage 60523 28,750,000.00
25 The Courtyard on Xxxxxxxx XXX Xxxxx Xxxxxx XX Xxx Xxxxxxx 00000 26,000,000.00
00 Xxxxxxxxx Xxxxx XXX Xxxxxxxxxx XX Xxxxxxxxx 40202 25,500,000.00
31 Browntown and Millburn Plaza Portfolio CRF Various NJ Various Various 23,749,951.90
31.01 Xxxxxxxxx Xxxxxxxx Xxxxxx XXX Xxx Xxxxxx XX Xxxxxxxxx 00000 11,874,975.95
31.02 Xxxxxxxx Xxxx XXX Xxxxx XX Xxxxx 00000 11,874,975.95
00 Xxxxxxx Xxxx Medical Office Center CRF Baton Rouge LA Baton Rouge 70810 22,400,000.00
35 Signature Xxxxxxxx XXX Xxxxxxxxx XX Xxx Xxxxx 00000 21,500,000.00
36 000 Xxxxxxx Xxxxxx XXX Xxx Xxxx XX New York 10038 21,000,000.00
38 The Lakes at Thousand Oaks CRF Thousand Oaks CA Ventura 91362 20,500,000.00
00 Xxxxxxx Xxxxxx Xxxxx XXX Xxx Xxxxx XX Xxxxx 89031 20,400,000.00
43 000 Xxxxxxxxxxxx XXX Xxxxx Xxxxxx XX Westchester 10605 19,500,000.00
47 Pageantry Xxxx Xxxxxx Xxxx XXX Xxx Xxxxx XX Xxxxx 89148 16,705,000.00
00 Xxxxxx & Xxxxxxx Xxxxx XXX Xxxxxxxx XX Gwinnett Various 16,500,000.00
49.01 The Midori XXX Xxxxxxxx XX Xxxxxxxx 00000 10,170,258.62
49.02 Xxxxxxx Xxxxx XXX Xxxxxxxx XX Xxxxxxxx 00000 6,329,741.38
52 Inducon Portfolio CRF Various Various Various Various 15,870,000.00
52.01 410 - 440, 415 & 000 Xxxxxxxx Xxxx Xxxxx XXX Xxxxxxx XX Xxxx 00000 7,817,734.00
52.02 60 - 00 Xxxxxxx Xxxxx XXX Xxxxxxx XX Xxxx 00000 3,127,094.00
52.03 000 Xxxxxxxxxx Xxxxx XXX Xxxxxxxxx XX Davidson 37228 2,736,207.00
52.04 00 - 00 Xxxxxxxxxx Xxxxx XXX Xxxxxxx XX Erie 14221 2,188,965.00
55 Pecos Xxxxxx Xxxxxx Xxxx XXX Xxxxxxxxx XX Xxxxx 00000 15,166,002.53
00 Xxxxx Xxxxxx Xxxxxxxxx Xxxxx XXX Xxxxxxxxx XX Xxxxxx 94534 15,000,000.00
00 Xxxxxxxx Xxxxxxx Manufactured Housing Community XXX Xxxxxxxx Xxxxxxx XX Xxxxxxx 00000 15,000,000.00
62 Tustin MOB I & II XXX Xxxxxx XX Xxxxxx 00000 13,484,630.19
62.01 Xxxxxx Xxxxxxx Xxxxxxxx XX XXX Xxxxxx XX Xxxxxx 00000 10,488,045.70
62.02 Tustin Medical Building I CRF Tustin CA Orange 92780 2,996,584.49
MORTGAGE IO MONTHLY IO ANNUAL MONTHLY
LOAN ORIGINAL DEBT DEBT P&I DEBT
LOAN # PROPERTY NAME SELLER BALANCE SERVICE SERVICE SERVICE
------ ----------------------------------------------- -------- -------------- ---------- ------------ ----------
4 Louisiana Boardwalk CRF 128,000,000.00 555,124.44 6,661,493.33 697,573.52
0 Xxxxx Xxxxxxxxx Xxxxxx XXX 97,500,000.00 543,239.88
8 Younan Portfolio - Dallas CRF 80,000,000.00 366,351.85 4,396,222.22 450,223.90
8.01 Eighty-Eighty Central CRF 29,386,265.00
8.02 9400 NCX CRF 28,747,433.00
8.03 North Central Plaza III CRF 21,866,302.00
12 Xxxxxxxxxx Portfolio IIIA CRF 52,000,000.00 315,609.77
12.01 Homewood Suites Willowbrook CRF 5,355,000.00
12.02 SpringHill Suites Memphis CRF 4,530,000.00
12.03 Hampton Inn Burnsville CRF 3,800,000.00
12.04 Holiday Inn Express Oklahoma City CRF 3,740,000.00
12.05 Fairfield Inn by Marriott Plano CRF 3,625,000.00
12.06 SpringHill Suites Houston CRF 3,610,000.00
12.07 Fairfield Inn Muncie CRF 3,400,000.00
12.08 Hampton Inn Stafford CRF 3,340,000.00
12.09 Fairfield Inn Westchase CRF 3,300,000.00
12.10 Hampton Inn Willowbrook CRF 2,950,000.00
12.11 Fairfield Inn Memphis CRF 2,600,000.00
12.12 Fairfield Inn Joliet North CRF 2,600,000.00
12.13 Hampton Inn Texas City CRF 2,510,000.00
12.14 Fairfield Inn Burnsville CRF 2,480,000.00
12.15 Comfort Inn Sioux City CRF 2,150,000.00
12.16 Fairfield Inn Texas City CRF 2,010,000.00
14 EDS Portfolio CRF 49,120,000.00 222,989.45 2,675,873.40 274,996.63
14.01 Camp Hill CRF 25,860,000.00
14.02 Auburn Hills Facilities CRF 11,920,000.00
14.03 Rancho Xxxxxxx CRF 11,340,000.00
19 000 Xxxxxxxx xxx 000 Xxxxxxxx XXX 35,000,000.00 186,819.50
19.01 Broadway Office Building (Xxxxxxx Building) CRF 25,000,000.00
00.00 Xx Xxxxx Xxxxxxxx Xxxxx CRF 10,000,000.00
00 Xxxx Xxxxx Xxxxxxxx XXX 31,900,000.00 195,513.08
22 Oak Brook International Office Center CRF 28,750,000.00 127,697.92 1,532,375.00
00 Xxx Xxxxxxxxx xx Xxxxxxxx CRF 26,000,000.00 117,965.97 1,415,591.67 145,511.49
28 Xxxxxxxxx Tower CRF 25,500,000.00 117,851.91 1,414,222.92 144,306.59
31 Browntown and Millburn Plaza Portfolio CRF 23,800,000.00 133,050.68
31.01 Browntown Shopping Center CRF 11,900,000.00
31.02 Millburn Mall CRF 11,900,000.00
00 Xxxxxxx Xxxx Medical Office Center CRF 22,400,000.00 103,524.82 1,242,297.78 126,763.43
35 Signature Pavilion CRF 21,500,000.00 94,460.65 1,133,527.78 118,058.84
36 000 Xxxxxxx Xxxxxx CRF 21,000,000.00 87,650.69 1,051,808.33
00 Xxx Xxxxx xx Xxxxxxxx Xxxx XXX 20,500,000.00 90,171.05 1,082,052.64 112,643.73
00 Xxxxxxx Xxxxxx Xxxxx CRF 20,400,000.00 91,006.67 1,092,080.00 113,028.91
43 120 Bloomingdale CRF 19,500,000.00 87,156.42 1,045,877.08 111,365.68
47 Pageantry West Office Park CRF 16,705,000.00 76,216.56 914,598.75 93,803.72
49 Midori & Xxxxxxx Place CRF 16,500,000.00 73,747.74 884,972.92 91,522.83
49.01 The Midori CRF 10,170,258.62
49.02 Xxxxxxx Place CRF 6,329,741.38
52 Inducon Portfolio CRF 15,870,000.00 74,552.26 894,627.17 90,706.44
52.01 410 - 440, 415 & 000 Xxxxxxxx Xxxx Xxxxx CRF 7,817,734.00
52.02 60 - 00 Xxxxxxx Xxxxx CRF 3,127,094.00
52.03 000 Xxxxxxxxxx Xxxxx CRF 2,736,207.00
52.04 00 - 00 Xxxxxxxxxx Xxxxx CRF 2,188,965.00
55 Pecos Pebble Office Park CRF 15,200,000.00 82,229.75
00 Xxxxx Xxxxxx Xxxxxxxxx Xxxxx CRF 15,000,000.00 65,902.78 790,833.33 82,366.63
00 Xxxxxxxx Xxxxxxx Manufactured Housing Community CRF 15,000,000.00 67,423.61 809,083.33
62 Tustin MOB I & II CRF 13,500,000.00 74,882.31
62.01 Tustin Medical Building II CRF 10,500,000.00
62.02 Tustin Medical Building I CRF 3,000,000.00
MORTGAGE ANNUAL P&I PRIMARY MASTER
LOAN DEBT INTEREST SERVICING SERVICING
LOAN # PROPERTY NAME SELLER SERVICE RATE (%) FEE RATE FEE RATE
------ ----------------------------------------------- -------- ------------ -------- --------- ---------
0 Xxxxxxxxx Xxxxxxxxx XXX 8,370,882.24 5.1330 0.01000 0.02000
0 Xxxxx Xxxxxxxxx Xxxxxx XXX 6,518,878.56 5.3300 0.01000 0.02000
8 Younan Portfolio - Dallas CRF 5,402,686.80 5.4200 0.01000 0.02000
8.01 Eighty-Eighty Central CRF
8.02 9400 NCX CRF
8.03 Xxxxx Xxxxxxx Xxxxx XXX XXX
00 Xxxxxxxxxx Xxxxxxxxx XXXX CRF 3,787,317.24 5.3800 0.01000 0.02000
12.01 Homewood Suites Willowbrook CRF
12.02 SpringHill Suites Memphis CRF
12.03 Hampton Inn Burnsville CRF
12.04 Holiday Inn Express Oklahoma City CRF
12.05 Fairfield Inn by Marriott Plano CRF
12.06 SpringHill Suites Houston CRF
12.07 Fairfield Inn Muncie CRF
12.08 Hampton Inn Xxxxxxxx CRF
12.09 Fairfield Inn Westchase CRF
12.10 Hampton Inn Willowbrook CRF
12.11 Fairfield Inn Memphis CRF
12.12 Fairfield Inn Joliet North CRF
12.13 Hampton Inn Texas City CRF
12.14 Fairfield Inn Burnsville CRF
12.15 Comfort Inn Sioux City CRF
12.16 Fairfield Inn Texas City CRF
14 EDS Portfolio CRF 3,299,959.56 5.3730 0.01000 0.02000
14.01 Xxxx Xxxx XXX
00.00 Xxxxxx Xxxxx Facilities CRF
14.03 Rancho Xxxxxxx CRF
19 000 Xxxxxxxx xxx 000 Xxxxxxxx XXX 2,241,834.00 4.9500 0.01000 0.02000
19.01 Broadway Office Building (Xxxxxxx Building) CRF
19.02 La Jolla Prospect Plaza CRF
00 Xxxx Xxxxx Xxxxxxxx XXX 2,346,156.96 5.4800 0.01000 0.02000
22 Oak Brook International Office Center CRF 5.3300 0.01000 0.02000
00 Xxx Xxxxxxxxx xx Xxxxxxxx CRF 1,746,137.88 5.3700 0.01000 0.02000
28 Xxxxxxxxx Tower CRF 1,731,679.08 5.4700 0.01000 0.02000
31 Browntown and Millburn Plaza Portfolio CRF 1,596,608.16 5.3600 0.01000 0.02000
31.01 Browntown Shopping Center CRF
31.02 Millburn Xxxx XXX
00 Xxxxxxx Xxxx Medical Office Center CRF 1,521,161.16 5.4700 0.01000 0.02000
00 Xxxxxxxxx Xxxxxxxx XXX 1,416,706.08 5.2000 0.01000 0.02000
36 000 Xxxxxxx Xxxxxx CRF 4.9400 0.01000 0.02000
00 Xxx Xxxxx xx Xxxxxxxx Xxxx XXX 1,351,724.76 5.2060 0.01000 0.02000
00 Xxxxxxx Xxxxxx Xxxxx CRF 1,356,346.92 5.2800 0.01000 0.02000
43 120 Bloomingdale CRF 1,336,388.16 5.2900 0.01000 0.02000
47 Pageantry West Office Park CRF 1,125,644.64 5.4000 0.01000 0.02000
00 Xxxxxx & Xxxxxxx Xxxxx CRF 1,098,273.96 5.2900 0.01000 0.02000
49.01 The Midori CRF
49.02 Xxxxxxx Xxxxx XXX
00 Xxxxxxx Xxxxxxxxx CRF 1,088,477.28 5.5600 0.01000 0.02000
52.01 410 - 440, 415 & 000 Xxxxxxxx Xxxx Xxxxx CRF
52.02 60 - 00 Xxxxxxx Xxxxx CRF
52.03 000 Xxxxxxxxxx Xxxxx CRF
52.04 00 - 00 Xxxxxxxxxx Xxxxx XXX
55 Pecos Pebble Office Park CRF 986,757.00 5.0680 0.01000 0.02000
00 Xxxxx Xxxxxx Xxxxxxxxx Xxxxx CRF 988,399.56 5.2000 0.01000 0.02000
00 Xxxxxxxx Xxxxxxx Manufactured Housing Community CRF 5.3200 0.01000 0.02000
62 Tustin MOB I & II CRF 898,587.72 5.2900 0.01000 0.02000
62.01 Tustin Medical Building II CRF
62.02 Tustin Medical Building I CRF
NET
MORTGAGE TRUSTEE & MORTGAGE
LOAN PAYING BROKER ADMIN. INTEREST ACCRUAL
LOAN # PROPERTY NAME SELLER AGENT FEE STRIP RATE FEE RATE TYPE TERM
------ ----------------------------------------------- -------- --------- ---------- ------- ---------- ---------- ----
4 Louisiana Boardwalk CRF 0.00060 0.03060 5.10240 Actual/360 120
7 Chase Manhattan Centre CRF 0.00060 0.03060 5.29940 Actual/360 120
8 Younan Portfolio - Dallas CRF 0.00060 0.03060 5.38940 Actual/360 60
8.01 Eighty-Eighty Central CRF
8.02 9400 NCX CRF
8.03 Xxxxx Xxxxxxx Xxxxx XXX XXX
00 Xxxxxxxxxx Xxxxxxxxx XXXX CRF 0.00060 0.03060 5.34940 Actual/360 120
12.01 Homewood Suites Willowbrook CRF
12.02 SpringHill Suites Memphis CRF
12.03 Hampton Inn Burnsville CRF
12.04 Holiday Inn Express Oklahoma City CRF
12.05 Fairfield Inn by Marriott Plano CRF
12.06 SpringHill Suites Houston CRF
12.07 Fairfield Inn Muncie CRF
12.08 Hampton Inn Xxxxxxxx CRF
12.09 Fairfield Inn Westchase CRF
12.10 Hampton Inn Willowbrook CRF
12.11 Fairfield Inn Memphis CRF
12.12 Fairfield Inn Joliet North CRF
12.13 Hampton Inn Texas City CRF
12.14 Fairfield Inn Burnsville CRF
12.15 Comfort Inn Sioux City CRF
12.16 Fairfield Inn Texas City CRF
14 EDS Portfolio CRF 0.00060 0.03060 5.34240 Actual/360 120
14.01 Camp Hill CRF
14.02 Auburn Hills Facilities CRF
14.03 Rancho Xxxxxxx CRF
19 000 Xxxxxxxx and 909 Prospect CRF 0.00060 0.03060 4.91940 Actual/360 120
19.01 Broadway Office Building (Xxxxxxx Building) CRF
19.02 La Jolla Prospect Plaza CRF
21 Blue Cross Building CRF 0.00060 0.03060 5.44940 Actual/360 000
00 Xxx Xxxxx International Office Center CRF 0.00060 0.03060 5.29940 30/360 84
25 The Courtyard on Wilshire CRF 0.00060 0.03060 5.33940 Actual/360 120
28 Xxxxxxxxx Tower CRF 0.00060 0.03060 5.43940 Actual/360 120
31 Browntown and Millburn Plaza Portfolio CRF 0.00060 0.03060 5.32940 Actual/360 120
31.01 Browntown Shopping Center CRF
31.02 Millburn Xxxx XXX
00 Xxxxxxx Xxxx Medical Office Center CRF 0.00060 0.03060 5.43940 Actual/360 120
35 Signature Pavilion CRF 0.00060 0.03060 5.16940 Actual/360 120
36 000 Xxxxxxx Xxxxxx CRF 0.00060 0.03060 4.90940 Actual/360 120
38 The Lakes at Thousand Oaks CRF 0.00060 0.03060 5.17540 Actual/360 120
00 Xxxxxxx Xxxxxx Xxxxx XXX 0.00060 0.03060 5.24940 Actual/360 120
43 120 Bloomingdale CRF 0.00060 0.03060 5.25940 Actual/360 120
47 Pageantry West Office Park CRF 0.00060 0.03060 5.36940 Actual/360 120
49 Midori & Xxxxxxx Place CRF 0.00060 0.03060 5.25940 Actual/360 84
49.01 The Midori CRF
49.02 Xxxxxxx Place CRF
52 Inducon Portfolio CRF 0.00060 0.03060 5.52940 Actual/360 120
52.01 410 - 440, 415 & 000 Xxxxxxxx Xxxx Xxxxx CRF
52.02 60 - 00 Xxxxxxx Xxxxx CRF
52.03 000 Xxxxxxxxxx Xxxxx CRF
52.04 00 - 00 Xxxxxxxxxx Xxxxx XXX
55 Pecos Pebble Office Park CRF 0.00060 0.03060 5.03740 Actual/360 120
56 Green Valley Technical Plaza CRF 0.00060 0.03060 5.16940 Actual/360 000
00 Xxxxxxxx Xxxxxxx Manufactured Housing Community CRF 0.00060 0.03060 5.28940 Actual/360 120
62 Tustin MOB I & II CRF 0.00060 0.03060 5.25940 Actual/360 120
62.01 Tustin Medical Building II CRF
62.02 Tustin Medical Building I CRF
MORTGAGE REMAINING
LOAN REMAINING MATURITY/ AMORT AMORT TITLE
LOAN # PROPERTY NAME SELLER TERM ARD DATE TERM TERM TYPE ARD (Y/N)
------ ----------------------------------------------- -------- --------- ---------- ----- --------- ----- ---------
4 Louisiana Boardwalk CRF 117 9/8/2015 360 360 Fee No
7 Chase Manhattan Centre CRF 118 10/8/2015 360 358 Fee No
8 Xxxxxx Portfolio - Dallas CRF 57 9/8/2010 360 360 Fee Yes
8.01 Eighty-Eighty Central CRF Fee
8.02 9400 NCX CRF Fee
8.03 North Central Plaza III CRF Fee
12 Xxxxxxxxxx Portfolio IIIA CRF 117 9/8/2015 300 297 Fee No
12.01 Homewood Suites Willowbrook CRF Fee
12.02 SpringHill Suites Memphis CRF Fee
12.03 Hampton Inn Burnsville CRF Fee
12.04 Holiday Inn Express Oklahoma City CRF Fee
12.05 Fairfield Inn by Marriott Plano CRF Fee
12.06 SpringHill Suites Houston CRF Fee
12.07 Fairfield Inn Muncie CRF Fee
12.08 Hampton Inn Xxxxxxxx CRF Fee
12.09 Fairfield Inn Westchase CRF Fee
12.10 Hampton Inn Willowbrook CRF Fee
12.11 Fairfield Inn Memphis CRF Fee
12.12 Fairfield Inn Joliet North CRF Fee
12.13 Hampton Inn Texas City CRF Fee
12.14 Fairfield Inn Burnsville CRF Fee
12.15 Comfort Inn Sioux City CRF Fee
12.16 Fairfield Inn Texas City CRF Fee
14 EDS Portfolio CRF 118 10/8/2015 360 360 Fee No
14.01 Camp Hill CRF Fee
14.02 Auburn Hills Facilities CRF Fee
14.03 Rancho Xxxxxxx CRF Fee
19 000 Xxxxxxxx xxx 000 Xxxxxxxx XXX 117 9/8/2015 360 357 Fee No
19.01 Broadway Office Building (Xxxxxxx Building) CRF Fee
19.02 La Jolla Prospect Plaza CRF Fee
00 Xxxx Xxxxx Xxxxxxxx XXX 181 12/31/2020 300 296 Fee No
22 Oak Brook International Office Center CRF 80 8/8/2012 0 0 Fee No
25 The Courtyard on Wilshire CRF 118 10/8/2015 360 360 Fee No
28 Xxxxxxxxx Tower CRF 117 9/8/2015 360 360 Fee No
31 Browntown and Millburn Plaza Portfolio CRF 118 10/8/2015 360 358 Fee No
31.01 Browntown Shopping Center CRF Fee
31.02 Millburn Mall CRF Fee
34 Xxxxxxx Xxxx Medical Office Center CRF 119 11/8/2015 360 360 Fee No
35 Signature Pavilion CRF 119 11/8/2015 360 360 Fee No
36 000 Xxxxxxx Xxxxxx CRF 116 8/8/2015 0 0 Fee No
38 The Lakes at Thousand Oaks CRF 119 11/8/2015 360 360 Fee No
00 Xxxxxxx Xxxxxx Xxxxx CRF 113 5/8/2015 360 360 Fee No
43 120 Bloomingdale CRF 118 10/8/2015 336 336 Fee No
47 Pageantry West Office Park CRF 118 10/8/2015 360 360 Fee No
49 Midori & Xxxxxxx Place CRF 80 8/8/2012 360 360 Fee No
49.01 The Midori CRF Fee
49.02 Xxxxxxx Place CRF Fee
52 Inducon Portfolio CRF 119 11/8/2015 360 360 Fee No
52.01 410 - 440, 415 & 000 Xxxxxxxx Xxxx Xxxxx CRF Fee
52.02 00 - 00 Xxxxxxx Xxxxx XXX Fee
52.03 000 Xxxxxxxxxx Xxxxx CRF Fee
52.04 80 - 90 Curtwright Drive CRF Fee
55 Pecos Pebble Office Park CRF 118 10/8/2015 360 358 Fee No
56 Green Valley Technical Plaza CRF 118 10/8/2015 360 360 Fee Yes
00 Xxxxxxxx Xxxxxxx Manufactured Housing Community CRF 117 9/8/2015 0 0 Fee No
62 Tustin MOB I & II CRF 119 11/8/2015 360 359 Fee No
62.01 Tustin Medical Building II CRF Fee
62.02 Tustin Medical Building I CRF Fee
MORTGAGE
LOAN ENVIRONMENTAL
LOAN # PROPERTY NAME SELLER ARD STEP UP (%) REPORT TYPE
------ ----------------------------------------------- -------- ------------------------------------------------ -------------
0 Xxxxxxxxx Xxxxxxxxx XXX 8/9/2005
7 Chase Manhattan Centre CRF 9/13/2005
8 Xxxxxx Portfolio - Dallas CRF Greater of: (i) Initial Interest Rate plus 5% or 8/1/2005
(ii) 5yr Treasury Rate plus 6.87%.
8.01 Eighty-Eighty Central CRF 8/1/2005
8.02 9400 NCX CRF 8/1/2005
8.03 North Central Plaza III CRF 8/1/2005
12 Xxxxxxxxxx Portfolio IIIA CRF Various
12.01 Homewood Suites Willowbrook CRF 9/10/2005
12.02 SpringHill Suites Memphis CRF 9/10/2005
12.03 Hampton Inn Burnsville CRF 9/10/2005
12.04 Holiday Inn Express Oklahoma City CRF 9/12/2005
12.05 Fairfield Inn by Marriott Plano CRF 9/10/2005
12.06 SpringHill Suites Houston CRF 9/12/2005
12.07 Fairfield Inn Muncie CRF 9/12/2005
12.08 Hampton Inn Xxxxxxxx CRF 9/10/2005
12.09 Fairfield Inn Westchase CRF 9/10/2005
12.10 Hampton Inn Willowbrook CRF 9/10/2005
12.11 Fairfield Inn Memphis CRF 9/10/2005
12.12 Fairfield Inn Joliet North CRF 9/12/2005
12.13 Hampton Inn Texas City CRF 9/12/2005
12.14 Fairfield Inn Burnsville CRF 9/10/2005
12.15 Comfort Inn Sioux City CRF 9/10/2005
12.16 Fairfield Inn Texas City CRF 9/12/2005
14 EDS Portfolio CRF Various
14.01 Camp Hill CRF 8/19/2005
14.02 Auburn Hills Facilities CRF 9/29/2005
14.03 Rancho Xxxxxxx CRF 7/21/2005
19 000 Xxxxxxxx and 909 Prospect CRF Various
19.01 Broadway Office Building (Xxxxxxx Building) CRF 8/4/2005
19.02 La Jolla Prospect Plaza CRF 8/3/2005
00 Xxxx Xxxxx Xxxxxxxx XXX 7/22/2005
22 Oak Brook International Office Center CRF 5/25/2005
25 The Courtyard on Wilshire CRF 6/30/2005
28 Xxxxxxxxx Tower CRF 8/9/2005
31 Browntown and Millburn Plaza Portfolio CRF Various
31.01 Browntown Shopping Center CRF 9/1/2005
31.02 Millburn Mall CRF 9/26/2005
34 Xxxxxxx Xxxx Medical Office Center CRF 9/21/2005
35 Signature Pavilion CRF 8/23/2005
36 000 Xxxxxxx Xxxxxx CRF 6/15/2005
38 The Lakes at Thousand Oaks CRF 10/26/2005
00 Xxxxxxx Xxxxxx Xxxxx CRF 3/7/2005
43 120 Bloomingdale CRF 4/29/2005
47 Pageantry West Office Park CRF 8/25/2005
49 Midori & Xxxxxxx Place CRF 5/11/2005
49.01 The Midori CRF 5/11/2005
49.02 Xxxxxxx Place CRF 5/11/2005
52 Inducon Portfolio CRF 10/25/2005
52.01 410 - 440, 415 & 000 Xxxxxxxx Xxxx Xxxxx CRF 10/25/2005
52.02 60 - 00 Xxxxxxx Xxxxx CRF 10/25/2005
52.03 000 Xxxxxxxxxx Xxxxx CRF 10/25/2005
52.04 80 - 90 Curtwright Drive CRF 10/25/2005
55 Pecos Pebble Office Park CRF 7/5/2005
56 Green Valley Technical Plaza CRF Greater of: (i) Initial Interest Rate plus 5% or 8/2/2005
(ii) 10yr Treasury Rate plus 6.25%
00 Xxxxxxxx Xxxxxxx Manufactured Housing Community CRF 7/20/2005
62 Tustin MOB I & II CRF 8/31/2005
62.01 Tustin Medical Building II CRF 8/31/2005
62.02 Tustin Medical Building I CRF 8/31/2005
MORTGAGE ENVIRONMENTAL
LOAN INSURANCE CROSS- CROSS- DEFEASANCE LETTER OF
LOAN # PROPERTY NAME SELLER (Y/N) DEFAULTED COLLATERALIZED ALLOWED CREDIT
------ ----------------------------------------------- -------- ------------- --------- -------------- ---------- ---------
4 Louisiana Boardwalk CRF No Yes Yes
7 Chase Manhattan Centre CRF No Yes No
8 Xxxxxx Portfolio - Dallas CRF No Yes No
8.01 Eighty-Eighty Central CRF No
8.02 9400 NCX CRF No
8.03 North Central Plaza III CRF No
12 Xxxxxxxxxx Portfolio IIIA CRF No Yes No
12.01 Homewood Suites Willowbrook CRF No
12.02 SpringHill Suites Memphis CRF No
12.03 Hampton Inn Burnsville CRF No
12.04 Holiday Inn Express Oklahoma City CRF No
12.05 Fairfield Inn by Marriott Plano CRF No
12.06 SpringHill Suites Houston CRF No
12.07 Fairfield Inn Muncie CRF No
12.08 Hampton Inn Xxxxxxxx CRF No
12.09 Fairfield Inn Westchase CRF No
12.10 Hampton Inn Willowbrook CRF No
12.11 Fairfield Inn Memphis CRF No
12.12 Fairfield Inn Joliet North CRF No
12.13 Hampton Inn Texas City CRF No
12.14 Fairfield Inn Burnsville CRF No
12.15 Comfort Inn Sioux City CRF No
12.16 Fairfield Inn Texas City CRF No
14 EDS Portfolio CRF No Yes No
14.01 Camp Hill CRF No
14.02 Auburn Hills Facilities CRF No
14.03 Rancho Xxxxxxx CRF No
19 000 Xxxxxxxx and 909 Prospect CRF No Yes No
19.01 Broadway Office Building (Xxxxxxx Building) CRF No
19.02 La Jolla Prospect Plaza CRF No
21 Blue Cross Building CRF No Yes No
22 Oak Brook International Office Center CRF No Yes No
25 The Courtyard on Wilshire CRF No Yes No
28 Xxxxxxxxx Tower CRF No Yes No
31 Browntown and Millburn Plaza Portfolio CRF No Yes No
31.01 Browntown Shopping Center CRF No
31.02 Millburn Mall CRF No
34 Xxxxxxx Xxxx Medical Office Center CRF No Yes No
35 Signature Pavilion CRF No Yes No
36 156 Xxxxxxx Street CRF No Yes No
38 The Lakes at Thousand Oaks CRF No Yes No
39 Xxxxxxx Market Place CRF No Yes No
43 120 Bloomingdale CRF No Yes No
47 Pageantry West Office Park CRF No Yes No
49 Midori & Xxxxxxx Place CRF No Yes No
49.01 The Midori CRF No
49.02 Xxxxxxx Place CRF No
52 Inducon Portfolio CRF No Yes No
52.01 410 - 440, 415 & 000 Xxxxxxxx Xxxx Xxxxx CRF No
52.02 00 - 00 Xxxxxxx Xxxxx CRF No
52.03 000 Xxxxxxxxxx Xxxxx CRF No
52.04 80 - 90 Curtwright Drive CRF No
55 Pecos Pebble Office Park CRF No Yes No
56 Green Valley Technical Xxxxx XXX Xx Xxx Xx
00 Xxxxxxxx Xxxxxxx Manufactured Housing Community CRF No Yes No
62 Tustin MOB I & II CRF No Yes No
62.01 Tustin Medical Building II CRF No
62.02 Tustin Medical Building I CRF No
MORTGAGE UPFRONT
LOAN LOCKBOX HOLDBACK ENG.
LOAN # PROPERTY NAME SELLER IN-PLACE AMT RESERVE
------ ----------------------------------------------- -------- -------- -------- ----------
0 Xxxxxxxxx Xxxxxxxxx XXX Yes
7 Chase Manhattan Centre CRF Yes
8 Xxxxxx Portfolio - Dallas CRF Yes
8.01 Eighty-Eighty Central CRF
8.02 9400 NCX CRF
8.03 Xxxxx Xxxxxxx Xxxxx XXX XXX
00 Xxxxxxxxxx Xxxxxxxxx XXXX CRF Yes 90,412.50
12.01 Homewood Suites Willowbrook CRF
12.02 SpringHill Suites Memphis CRF
12.03 Hampton Inn Burnsville CRF
12.04 Holiday Inn Express Oklahoma City CRF
12.05 Fairfield Inn by Marriott Plano CRF
12.06 SpringHill Suites Houston CRF
12.07 Fairfield Inn Muncie CRF
12.08 Hampton Inn Xxxxxxxx CRF
12.09 Fairfield Inn Westchase CRF
12.10 Hampton Inn Willowbrook CRF
12.11 Fairfield Inn Memphis CRF
12.12 Fairfield Inn Joliet North CRF
12.13 Hampton Inn Texas City CRF
12.14 Fairfield Inn Burnsville CRF
12.15 Comfort Inn Sioux City CRF
12.16 Fairfield Inn Texas City CRF
14 EDS Portfolio CRF Yes
14.01 Camp Hill CRF
14.02 Auburn Hills Facilities CRF
14.03 Rancho Xxxxxxx CRF
19 000 Xxxxxxxx and 909 Prospect CRF Yes
19.01 Broadway Office Building (Xxxxxxx Building) CRF
19.02 La Jolla Prospect Plaza CRF
00 Xxxx Xxxxx Xxxxxxxx XXX Xxx
00 Xxx Xxxxx International Office Center CRF Yes
25 The Courtyard on Wilshire CRF Yes 275,000.00
28 Xxxxxxxxx Tower CRF Yes
31 Browntown and Millburn Plaza Portfolio CRF No 271,725.00
31.01 Browntown Shopping Center CRF
31.02 Millburn Xxxx XXX
00 Xxxxxxx Xxxx Medical Office Center CRF No
35 Signature Pavilion CRF No
36 000 Xxxxxxx Xxxxxx CRF Yes
00 Xxx Xxxxx xx Xxxxxxxx Xxxx XXX Yes
00 Xxxxxxx Xxxxxx Xxxxx CRF Yes
43 120 Bloomingdale CRF Yes 33,110.00
47 Pageantry West Office Park CRF No
49 Midori & Xxxxxxx Place CRF Yes
49.01 The Midori CRF
49.02 Xxxxxxx Place CRF
52 Inducon Portfolio CRF No 283,807.00
52.01 410 - 440, 415 & 000 Xxxxxxxx Xxxx Xxxxx CRF
52.02 60 - 00 Xxxxxxx Xxxxx CRF
52.03 000 Xxxxxxxxxx Xxxxx CRF
52.04 00 - 00 Xxxxxxxxxx Xxxxx XXX
55 Pecos Pebble Office Park CRF No
56 Green Valley Technical Xxxxx XXX Xxx
00 Xxxxxxxx Xxxxxxx Manufactured Housing Community CRF No
62 Tustin MOB I & II CRF Yes
62.01 Tustin Medical Building II CRF
62.02 Tustin Medical Building I CRF
UPFRONT UPFRONT UPFRONT UPFRONT
MORTGAGE CAPEX ENVIR. TI/LC RE TAX
LOAN # PROPERTY NAME LOAN SELLER RESERVES RESERVE RESERVE RESERVE
------ ----------------------------------------------- ----------- ------------ ------------ ------------ ------------
0 Xxxxxxxxx Xxxxxxxxx XXX 5,888,110.00 149,359.00
0 Xxxxx Xxxxxxxxx Xxxxxx XXX 128,668.40
8 Xxxxxx Portfolio - Dallas CRF 1,000,000.00 1,000,000.00 1,452,218.00
8.01 Eighty-Eighty Central CRF
8.02 9400 NCX CRF
8.03 Xxxxx Xxxxxxx Xxxxx XXX XXX
00 Xxxxxxxxxx Xxxxxxxxx XXXX CRF 568,781.54
12.01 Homewood Suites Willowbrook CRF
12.02 SpringHill Suites Memphis CRF
12.03 Hampton Inn Burnsville CRF
12.04 Holiday Inn Express Oklahoma City CRF
12.05 Fairfield Inn by Marriott Plano CRF
12.06 SpringHill Suites Houston CRF
12.07 Fairfield Inn Muncie CRF
12.08 Hampton Inn Xxxxxxxx CRF
12.09 Fairfield Inn Westchase CRF
12.10 Hampton Inn Willowbrook CRF
12.11 Fairfield Inn Memphis CRF
12.12 Fairfield Inn Joliet North CRF
12.13 Hampton Inn Texas City CRF
12.14 Fairfield Inn Burnsville CRF
12.15 Comfort Inn Sioux City CRF
12.16 Fairfield Inn Texas City CRF
14 EDS Portfolio CRF
14.01 Camp Hill CRF
14.02 Auburn Hills Facilities CRF
14.03 Rancho Xxxxxxx CRF
19 000 Xxxxxxxx xxx 000 Xxxxxxxx XXX 50,000.00 176,169.00
19.01 Broadway Office Building (Xxxxxxx Building) CRF
19.02 La Jolla Prospect Plaza CRF
00 Xxxx Xxxxx Xxxxxxxx XXX
00 Xxx Xxxxx International Office Center CRF
25 The Courtyard on Wilshire CRF 106,000.00 232,389.60
28 Xxxxxxxxx Tower CRF 336,174.30
31 Browntown and Millburn Plaza Portfolio CRF 110,216.90
31.01 Browntown Shopping Center CRF
31.02 Millburn Xxxx XXX
00 Xxxxxxx Xxxx Medical Office Center CRF 600,000.00 132,892.00
35 Signature Pavilion CRF 18,010.00
36 000 Xxxxxxx Xxxxxx CRF 122,570.00
00 Xxx Xxxxx xx Xxxxxxxx Xxxx XXX 190,666.68 110,000.00
00 Xxxxxxx Xxxxxx Xxxxx CRF 30,664.00
43 120 Bloomingdale CRF 72,650.00 216,846.31
00 Xxxxxxxxx Xxxx Xxxxxx Xxxx CRF 799,855.00 22,434.00
00 Xxxxxx & Xxxxxxx Xxxxx CRF 550,000.00 1,750,000.00 229,321.00
49.01 The Midori CRF
49.02 Xxxxxxx Place CRF
52 Inducon Portfolio CRF 100,000.00 173,775.00
52.01 410 - 440, 415 & 000 Xxxxxxxx Xxxx Xxxxx CRF
52.02 60 - 00 Xxxxxxx Xxxxx CRF
52.03 000 Xxxxxxxxxx Xxxxx CRF
52.04 00 - 00 Xxxxxxxxxx Xxxxx XXX
55 Pecos Pebble Office Park CRF 50,533.07
00 Xxxxx Xxxxxx Xxxxxxxxx Xxxxx CRF 155,616.00
00 Xxxxxxxx Xxxxxxx Manufactured Housing Community CRF 2,000.00
62 Tustin MOB I & II CRF 3,235.21
62.01 Tustin Medical Building II CRF
62.02 Tustin Medical Building I CRF
UPFRONT UPFRONT
MORTGAGE INSURANCE OTHER
LOAN # PROPERTY NAME LOAN SELLER RESERVE RESERVE
------ ----------------------------------------------- ----------- ---------- ------------
0 Xxxxxxxxx Xxxxxxxxx XXX 121,734.41 1,915,166.00
0 Xxxxx Xxxxxxxxx Xxxxxx XXX 117,872.58
8 Xxxxxx Portfolio - Dallas CRF 108,946.00 1,000,000.00
8.01 Eighty-Eighty Central CRF
8.02 9400 NCX CRF
8.03 North Central Plaza III CRF
12 Xxxxxxxxxx Portfolio IIIA CRF
12.01 Homewood Suites Willowbrook CRF
12.02 SpringHill Suites Memphis CRF
12.03 Hampton Inn Burnsville CRF
12.04 Holiday Inn Express Oklahoma City CRF
12.05 Fairfield Inn by Marriott Plano CRF
12.06 SpringHill Suites Houston CRF
12.07 Fairfield Inn Muncie CRF
12.08 Hampton Inn Xxxxxxxx CRF
12.09 Fairfield Inn Westchase CRF
12.10 Hampton Inn Willowbrook CRF
12.11 Fairfield Inn Memphis CRF
12.12 Fairfield Inn Joliet North CRF
12.13 Hampton Inn Texas City CRF
12.14 Fairfield Inn Burnsville CRF
12.15 Comfort Inn Sioux City CRF
12.16 Fairfield Inn Texas City CRF
14 EDS Portfolio CRF
14.01 Camp Hill CRF
14.02 Auburn Hills Facilities CRF
14.03 Rancho Xxxxxxx CRF
19 000 Xxxxxxxx and 000 Xxxxxxxx XXX
19.01 Broadway Office Building (Xxxxxxx Building) CRF
19.02 La Jolla Prospect Plaza CRF
00 Xxxx Xxxxx Xxxxxxxx XXX
00 Xxx Xxxxx International Office Center CRF
25 The Courtyard on Wilshire CRF 14,209.00
28 Xxxxxxxxx Tower CRF 13,532.93 2,500,000.00
31 Browntown and Millburn Plaza Portfolio CRF 730,000.00
31.01 Browntown Shopping Center CRF
31.02 Millburn Xxxx XXX
00 Xxxxxxx Xxxx Medical Office Center CRF 10,021.25
35 Signature Pavilion CRF 5,747.70
36 000 Xxxxxxx Xxxxxx CRF
38 The Lakes at Thousand Oaks CRF 31,083.33 1,561,000.00
00 Xxxxxxx Xxxxxx Xxxxx CRF 375,000.00
43 120 Bloomingdale CRF
47 Pageantry West Office Park CRF 2,293.00 442,085.00
00 Xxxxxx & Xxxxxxx Xxxxx CRF 16,777.00 200,000.00
49.01 The Midori CRF
49.02 Xxxxxxx Place CRF
52 Inducon Portfolio CRF 34,771.00 5,000.00
52.01 410 - 440, 415 & 000 Xxxxxxxx Xxxx Xxxxx CRF
52.02 60 - 00 Xxxxxxx Xxxxx CRF
52.03 000 Xxxxxxxxxx Xxxxx CRF
52.04 00 - 00 Xxxxxxxxxx Xxxxx XXX
55 Pecos Pebble Office Park CRF 5,200,000.00
00 Xxxxx Xxxxxx Xxxxxxxxx Xxxxx CRF 1,745.51
00 Xxxxxxxx Xxxxxxx Manufactured Housing Community CRF 18,548.00 1,000,000.00
62 Tustin MOB I & II CRF 4,578.26
62.01 Tustin Medical Building II CRF
62.02 Tustin Medical Building I CRF
MORTGAGE
LOAN # PROPERTY NAME LOAN SELLER UPFRONT OTHER DESCRIPTION
------ ----------------------------------------------- ----------- ----------------------------------------------------------
4 Louisiana Boardwalk CRF Xxxxx Xxxxx Reserve, Not in Occupancy Reserve, Occupancy
Reserve, CAM Charge Reserve, Promotional Fee Reserve,
Nonconsolidation Opinion Reserve, Percentage Rent Reserve,
Carousel Reserve, Free Rent Reserve
7 Chase Manhattan Centre CRF
8 Xxxxxx Portfolio - Dallas CRF Borrower's TILC Account
8.01 Eighty-Eighty Central CRF
8.02 9400 NCX CRF
8.03 North Central Plaza III CRF
12 Xxxxxxxxxx Portfolio IIIA CRF
12.01 Homewood Suites Willowbrook CRF
12.02 SpringHill Suites Memphis CRF
12.03 Hampton Inn Burnsville CRF
12.04 Holiday Inn Express Oklahoma City CRF
12.05 Fairfield Inn by Marriott Plano CRF
12.06 SpringHill Suites Houston CRF
12.07 Fairfield Inn Muncie CRF
12.08 Hampton Inn Xxxxxxxx CRF
12.09 Fairfield Inn Westchase CRF
12.10 Hampton Inn Willowbrook CRF
12.11 Fairfield Inn Memphis CRF
12.12 Fairfield Inn Joliet North CRF
12.13 Hampton Inn Texas City CRF
12.14 Fairfield Inn Burnsville CRF
12.15 Comfort Inn Sioux City CRF
12.16 Fairfield Inn Texas City CRF
14 EDS Portfolio CRF
14.01 Camp Hill CRF
14.02 Auburn Hills Facilities CRF
14.03 Rancho Xxxxxxx CRF
19 000 Xxxxxxxx and 000 Xxxxxxxx XXX
19.01 Broadway Office Building (Xxxxxxx Building) CRF
19.02 La Jolla Prospect Plaza CRF
00 Xxxx Xxxxx Xxxxxxxx XXX
00 Xxx Xxxxx International Office Center CRF
25 The Courtyard on Wilshire CRF
28 Xxxxxxxxx Tower CRF Additional Proceeds
31 Browntown and Millburn Plaza Portfolio CRF Earnout Reserve Proceeds
31.01 Browntown Shopping Center CRF
31.02 Millburn Xxxx XXX
00 Xxxxxxx Xxxx Medical Office Center CRF
35 Signature Pavilion CRF
36 000 Xxxxxxx Xxxxxx CRF
38 The Lakes at Thousand Oaks CRF Remeasurement and C4 Reserve
00 Xxxxxxx Xxxxxx Xxxxx XXX Xxxx Service Reserve
43 120 Bloomingdale CRF
47 Pageantry West Office Park CRF Upfront Rental Income
49 Midori & Xxxxxxx Place CRF Working Capital
49.01 The Midori CRF
49.02 Xxxxxxx Place CRF
52 Inducon Portfolio CRF Slab Assessment Reserve
52.01 410 - 440, 415 & 000 Xxxxxxxx Xxxx Xxxxx CRF
52.02 60 - 00 Xxxxxxx Xxxxx CRF
52.03 000 Xxxxxxxxxx Xxxxx CRF
52.04 00 - 00 Xxxxxxxxxx Xxxxx XXX
55 Pecos Pebble Office Park CRF Holdback Reserve
00 Xxxxx Xxxxxx Xxxxxxxxx Xxxxx XXX
00 Xxxxxxxx Xxxxxxx Manufactured Housing Community CRF Holdback Reserve
62 Tustin MOB I & II CRF
62.01 Tustin Medical Building II CRF
62.02 Tustin Medical Building I CRF
MONTHLY MONTHLY MONTHLY
MORTGAGE CAPEX ENVIR. TI/LC
LOAN # PROPERTY NAME LOAN SELLER RESERVE RESERVE RESERVE
------ ----------------------------------------------- ----------- ---------- ------- ---------
0 Xxxxxxxxx Xxxxxxxxx XXX 4,543.54 15,289.00
0 Xxxxx Xxxxxxxxx Xxxxxx XXX 5,516.78 42,295.28
8 Xxxxxx Portfolio - Dallas CRF 8,416.00 84,154.00
8.01 Eighty-Eighty Central CRF
8.02 9400 NCX CRF
8.03 Xxxxx Xxxxxxx Xxxxx XXX XXX
00 Xxxxxxxxxx Xxxxxxxxx XXXX CRF 68,427.75
12.01 Homewood Suites Willowbrook CRF
12.02 SpringHill Suites Memphis CRF
12.03 Hampton Inn Burnsville CRF
12.04 Holiday Inn Express Oklahoma City CRF
12.05 Fairfield Inn by Marriott Plano CRF
12.06 SpringHill Suites Houston CRF
12.07 Fairfield Inn Muncie CRF
12.08 Hampton Inn Xxxxxxxx CRF
12.09 Fairfield Inn Westchase CRF
12.10 Hampton Inn Willowbrook CRF
12.11 Fairfield Inn Memphis CRF
12.12 Fairfield Inn Joliet North CRF
12.13 Hampton Inn Texas City CRF
12.14 Fairfield Inn Burnsville CRF
12.15 Comfort Inn Sioux City CRF
12.16 Fairfield Inn Texas City CRF
14 EDS Portfolio CRF
14.01 Camp Hill CRF
14.02 Auburn Hills Facilities CRF
14.03 Rancho Xxxxxxx CRF
19 000 Xxxxxxxx and 000 Xxxxxxxx XXX
19.01 Broadway Office Building (Xxxxxxx Building) CRF
19.02 La Jolla Prospect Plaza CRF
00 Xxxx Xxxxx Xxxxxxxx XXX
00 Xxx Xxxxx International Office Center CRF
25 The Courtyard on Wilshire CRF 2,512.00 37,500.00
28 Xxxxxxxxx Tower CRF 2,660.16 16,552.70
31 Browntown and Millburn Plaza Portfolio CRF 2,003.38 8,681.29
31.01 Browntown Shopping Center CRF
31.02 Millburn Xxxx XXX
00 Xxxxxxx Xxxx Medical Office Center CRF 1,457.72
35 Signature Pavilion CRF 1,103.39 1,324.07
36 000 Xxxxxxx Xxxxxx CRF
38 The Lakes at Thousand Oaks CRF 609.56 4,388.85
00 Xxxxxxx Xxxxxx Xxxxx CRF 1,037.00 4,146.00
43 120 Bloomingdale CRF 2,421.62 17,435.64
00 Xxxxxxxxx Xxxx Xxxxxx Xxxx CRF 9,992.00
00 Xxxxxx & Xxxxxxx Xxxxx CRF
49.01 The Midori CRF
49.02 Xxxxxxx Place CRF
52 Inducon Portfolio CRF 6,194.84 18,055.00
52.01 410 - 440, 415 & 000 Xxxxxxxx Xxxx Xxxxx CRF
52.02 60 - 00 Xxxxxxx Xxxxx CRF
52.03 000 Xxxxxxxxxx Xxxxx CRF
52.04 00 - 00 Xxxxxxxxxx Xxxxx XXX
55 Pecos Pebble Office Park CRF 1,274.00
00 Xxxxx Xxxxxx Xxxxxxxxx Xxxxx CRF 1,805.00
00 Xxxxxxxx Xxxxxxx Manufactured Housing Community CRF
62 Tustin MOB I & II CRF 833.04 6,331.09
62.01 Tustin Medical Building II CRF
62.02 Tustin Medical Building I CRF
MONTHLY MONTHLY MONTHLY
MORTGAGE RE TAX INSURANCE OTHER
LOAN # PROPERTY NAME LOAN SELLER RESERVE RESERVE RESERVE
------ ----------------------------------------------- ----------- ---------- --------- -------
0 Xxxxxxxxx Xxxxxxxxx XXX 47,260.27 17,390.63
0 Xxxxx Xxxxxxxxx Xxxxxx XXX 128,668.41 23,574.51
8 Xxxxxx Portfolio - Dallas CRF 181,528.00 10,895.00
8.01 Eighty-Eighty Central CRF
8.02 9400 NCX CRF
8.03 Xxxxx Xxxxxxx Xxxxx XXX XXX
00 Xxxxxxxxxx Xxxxxxxxx XXXX CRF 102,647.30
12.01 Homewood Suites Willowbrook CRF
12.02 SpringHill Suites Memphis CRF
12.03 Hampton Inn Burnsville CRF
12.04 Holiday Inn Express Oklahoma City CRF
12.05 Fairfield Inn by Marriott Plano CRF
12.06 SpringHill Suites Houston CRF
12.07 Fairfield Inn Muncie CRF
12.08 Hampton Inn Xxxxxxxx CRF
12.09 Fairfield Inn Westchase CRF
12.10 Hampton Inn Willowbrook CRF
12.11 Fairfield Inn Memphis CRF
12.12 Fairfield Inn Joliet North CRF
12.13 Hampton Inn Texas City CRF
12.14 Fairfield Inn Burnsville CRF
12.15 Comfort Inn Sioux City CRF
12.16 Fairfield Inn Texas City CRF
14 EDS Portfolio CRF
14.01 Camp Hill CRF
14.02 Auburn Hills Facilities CRF
14.03 Rancho Xxxxxxx CRF
19 000 Xxxxxxxx and 909 Prospect CRF 29,361.00
19.01 Broadway Office Building (Xxxxxxx Building) CRF
19.02 La Jolla Prospect Plaza CRF
00 Xxxx Xxxxx Xxxxxxxx XXX
00 Xxx Xxxxx International Office Center CRF
25 The Courtyard on Wilshire CRF 38,699.00 7,105.00
28 Xxxxxxxxx Tower CRF 33,617.44 6,766.46
31 Browntown and Millburn Plaza Portfolio CRF 35,955.83 1,848.17
31.01 Browntown Shopping Center CRF
31.02 Millburn Xxxx XXX
00 Xxxxxxx Xxxx Medical Office Center CRF 12,081.08 3,340.42
35 Signature Pavilion CRF 18,010.00 5,747.70
36 000 Xxxxxxx Xxxxxx CRF 61,285.00 5,354.17
00 Xxx Xxxxx xx Xxxxxxxx Xxxx XXX 16,019.41 7,531.63
00 Xxxxxxx Xxxxxx Xxxxx CRF 10,221.00 3,104.00
43 120 Bloomingdale CRF 58,964.06 4,157.00
00 Xxxxxxxxx Xxxx Xxxxxx Xxxx CRF 11,217.00 1,147.00
00 Xxxxxx & Xxxxxxx Xxxxx CRF 25,480.00 2,097.00
49.01 The Midori CRF
49.02 Xxxxxxx Place CRF
52 Inducon Portfolio CRF 31,816.32 3,161.00
52.01 410 - 440, 415 & 000 Xxxxxxxx Xxxx Xxxxx CRF
52.02 60 - 00 Xxxxxxx Xxxxx CRF
52.03 000 Xxxxxxxxxx Xxxxx CRF
52.04 00 - 00 Xxxxxxxxxx Xxxxx XXX
55 Pecos Pebble Office Park CRF 10,107.00
00 Xxxxx Xxxxxx Xxxxxxxxx Xxxxx CRF 25,935.00 1,745.54
00 Xxxxxxxx Xxxxxxx Manufactured Housing Community CRF 8,617.69 1,622.95
62 Tustin MOB I & II CRF 3,235.21 1,526.09
62.01 Tustin Medical Building II CRF
62.02 Tustin Medical Building I CRF
MORTGAGE OTHER MONTH TOTAL UNIT OF GRACE LOAN
LOAN # PROPERTY NAME LOAN SELLER DESCRIPTION SF/UNITS MEASURE PERIOD GROUP
------ ----------------------------------------------- ----------- ----------- ---------------- ------ -----
4 Louisiana Boardwalk CRF 544,175 SF 0 1
7 Chase Manhattan Centre CRF 441,341 SF 0 1
8 Xxxxxx Portfolio - Dallas CRF 1,005,787 SF 0 1
8.01 Eighty-Eighty Central CRF 283,668 SF 1
8.02 9400 NCX CRF 372,550 SF 1
8.03 North Central Plaza III CRF 349,569 SF 1
12 Xxxxxxxxxx Portfolio IIIA CRF 1,169 Rooms 0 1
12.01 Homewood Suites Willowbrook CRF 72 Rooms 1
12.02 SpringHill Suites Memphis CRF 79 Rooms 1
12.03 Hampton Inn Burnsville CRF 80 Rooms 1
12.04 Holiday Inn Express Oklahoma City CRF 64 Rooms 1
12.05 Fairfield Inn by Xxxxxxxx Xxxxx XXX 000 Xxxxx 0
12.06 SpringHill Suites Houston CRF 79 Rooms 1
12.07 Fairfield Inn Muncie CRF 65 Rooms 1
12.08 Hampton Inn Xxxxxxxx CRF 86 Rooms 1
12.09 Fairfield Inn Westchase CRF 82 Rooms 1
12.10 Hampton Inn Willowbrook CRF 75 Rooms 1
12.11 Fairfield Inn Memphis CRF 64 Rooms 1
12.12 Fairfield Inn Joliet North CRF 63 Rooms 1
12.13 Hampton Inn Texas City CRF 64 Rooms 1
12.14 Fairfield Inn Burnsville CRF 63 Rooms 1
12.15 Comfort Inn Sioux City CRF 69 Rooms 1
12.16 Fairfield Inn Texas City CRF 64 Rooms 1
14 EDS Portfolio CRF 387,842 SF 0 1
14.01 Camp Hill CRF 214,150 SF 1
14.02 Auburn Hills Facilities CRF 105,692 SF 1
14.03 Rancho Xxxxxxx CRF 68,000 SF 1
19 625 Broadway and 909 Prospect CRF 223,230 SF 0 1
19.01 Broadway Office Building (Xxxxxxx Building) CRF 193,220 SF 1
19.02 La Jolla Prospect Plaza CRF 30,010 SF 1
00 Xxxx Xxxxx Xxxxxxxx XXX 517,244 SF 0 1
22 Oak Brook International Office Center CRF 311,470 SF 0 1
25 The Courtyard on Wilshire CRF 86,192 SF 0 1
28 Xxxxxxxxx Tower CRF 331,054 SF 0 1
31 Browntown and Millburn Plaza Portfolio CRF 159,625 SF 0 1
31.01 Browntown Shopping Center CRF 91,611 SF 1
31.02 Millburn Mall CRF 68,014 SF 1
34 Xxxxxxx Xxxx Medical Office Center CRF 116,617 SF 0 1
35 Signature Pavilion CRF 101,211 SF 0 1
36 000 Xxxxxxx Xxxxxx CRF 205,550 SF 0 1
38 The Lakes at Thousand Oaks CRF 45,796 SF 0 1
39 Xxxxxxx Market Place CRF 82,898 SF 0 1
43 120 Bloomingdale CRF 145,378 SF 0 1
47 Pageantry West Office Park CRF 105,853 SF 0 1
49 Midori & Xxxxxxx Place CRF 176,042 SF 0 1
49.01 The Midori CRF 103,131 SF 1
49.02 Xxxxxxx Place CRF 72,911 SF 1
52 Inducon Portfolio CRF 365,430 SF 0 1
52.01 410 - 440, 415 & 000 Xxxxxxxx Xxxx Xxxxx CRF 163,952 SF 1
52.02 60 - 00 Xxxxxxx Xxxxx CRF 84,500 SF 1
52.03 000 Xxxxxxxxxx Xxxxx CRF 70,837 SF 1
52.04 00 - 00 Xxxxxxxxxx Xxxxx XXX 46,141 SF 1
55 Pecos Pebble Office Park CRF 76,539 SF 0 1
56 Green Valley Technical Plaza CRF 108,288 SF 0 1
57 Westwood Estates Manufactured Housing Community CRF 304 Pads 0 1
62 Tustin MOB I & II CRF 66,862 SF 0 1
62.01 Tustin Medical Building II CRF 48,669 SF 1
62.02 Tustin Medical Building I CRF 18,193 SF 1
MORTGAGE
LOAN # PROPERTY NAME LOAN SELLER PROPERTY TYPE ADDRESS
------ ----------------------------------------------- ----------- ------------- -----------------------------------------
64 0000 Xxxxxxxxxx Xxxxxx CRF Industrial 0000 Xxxxxxxxxx Xxxxxx
67 Islands Village Shopping Center CRF Retail 1404, 1422, 1430, 1440, 1442, 1500, 1520
and 0000 Xxxx Xxxxxx Xxxx and 700 and 000
Xxxxx Xxxxxxx Xxxxx
69 Pecanland Commons Shopping Center CRF Retail 4209-4299 Xxxxxxxxx Xxxx Xxxxx
00 Xxx-Xxxx - Xxxxx Xxxx CRF Retail 000 Xxxxxxx 00
71 Cosmo Lofts CRF Multifamily 0000 Xxxxx Xxxxxx
00 Xxxxxxxx Xxxxx Xxxxxxxxxx XXX Multifamily 0000 Xxxxxx Xxxx Xxxx
79 Paramus - Medical XXX Xxxxxx 000 Xxxxxx Xxxxxx
86 GroupVI - FCH Medical Xxxx XXX Xxxxxx 0000 Xxxxxxx 00
00 Hampton Inn - Florida Mall CRF Hospitality 0000 Xxxxx Xxxxxx Xxxxxxx Xxxxx
89 Cornerstone Center CRF Retail 12601, 12607, 00000 Xxxxxxx Xxxxxxxxx
00 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx CRF Retail 0000 Xxxxxx Xxxx
92 Valencia Town Center Plaza CRF Retail 00000 Xxxx Xxxxxx Xxxxx
97 Mainplace Merced CRF Retail 000-000 Xxxx Xxxx Xxxxxx
00 X-Xxxx - Xxxxxx, XX CRF Retail 0000 Xxxxx Xxxx Xxxxxx
102 Wendover Ridge Shopping Center CRF Retail 4212 -0000 Xxxx Xxxxxxxx Xxxx
109 Group VI-Creekside Xxxxxxx XXX Xxxxxx 0000 Xxxxxxxxxxxx Xxxxxxx
110 Holiday Inn Express Lompoc CRF Hospitality 0000 Xxxxx X Xxxxxx
000 Xxxxxx Inn CRF Hospitality 000 Xxxxxxxx Xxxxxx
113 Carnivale/Project 00 XXX Xxxxxxxxxx 00000 XX 0xx Court
114 Flamingo Self Storage CRF Self Storage 0000 Xxxx Xxxxxxxx Xxxx
116 Laurel Village Shopping Center CRF Retail 0000-0000 Xxxxxxxxxx Xxxxxx
121 Latina Warehouse CRF Industrial 0000 Xxxxxxxx
130 Galleria Self Storage CRF Self Storage 000 Xxxxxxxx Xxxxxxxxx
131 Osco Plaza CRF Retail 8940 & 0000 Xxxx Xxxx Xxxx
132 00-00 Xxxxx Xxxxxxxxx Xxxxxxxxxx XXX Multifamily 00-00 Xxxxx Xxxxxxxxx Xxxxxx
133 Plaza de las Brisas CRF Retail 9819 - 0000 Xxxxxxxx Xxxxxxxxx
135 Maryland Gardens CRF Multifamily 0000 Xxxx Xxxxxxxx Xxxx
138 Parkvale Medical Office Building CRF Office 0000 Xxxxx 00xx Xxxxxx
139 Whispering Xxxxx Apartments CRF Multifamily 0000 Xxxxxxxxx Xxxxx
140 Sundance Self Storage CRF Self Storage 0000 Xxxxxxxx Xxxx
143 Xxxx VI Xxxxxxxx XXX Xxxxxx 00000 Xxxxxxxxx Xxxxxxxxx
144 Xxxxxxx Corners Shopping Center CRF Retail 000 X.X. Xxxxxxx Xxxxxxxxx
148 Chimney Lakes Village CRF Retail 0000 Xxxxxx Xxxxxx Xxxxxxxxx
150 GroupVI - 000 Xxxxxxxx Xxxxx XXX Xxxxxx 000 Xxxxxxxx Xxxxx
000 Xxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx XXX Xxxxxx 00000 Imperial Xxxxxxx
000 Xxxxxxxx Xxxx Shopping Center CRF Retail 00000-00 Xxxxxxxxx Xxxxxxx
161 Mondo Building CRF Office 000 Xxxx Xxxx Xxxxxx
000 Xxxx Xxxxx Apartments CRF Multifamily 0000 Xxxx Xxxxxxxx Xxxxxx
163 CVS Pharmacy - Sparta Road CRF Retail 000 Xxxxxx Xxxx
164 Fitch Building Complex CRF Xxxxxx 000 - 000 Xxxx Xxxxxx
000 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx - Building 3760 CRF Industrial 0000 Xxxxxxxxx Xxxxx Xxxxx
167 Stirling Palm Plaza CRF Retail 10201-10261 Stirling Road
000 Xxxxx Xxxxxxxx Xxxxxx XXX Retail 0000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxx
169 00 Xxxxxx Xxxxxx CRF Industrial 00 Xxxxxx Xxxxxx
MORTGAGE
LOAN # PROPERTY NAME LOAN SELLER CITY COUNTY STATE ZIP CODE
------ ----------------------------------------------- ----------- ----------------- ------ ---------------- --------
64 1100 Buckingham Street CRF Watertown CT Litchfield 06795
00 Xxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx XXX Xxxxxxx XX Maricopa 85233
69 Pecanland Commons Shopping Center CRF Xxxxxx XX Xxxxxxxx Xxxxxx 00000
70 Wal-Mart - Villa Rica XXX Xxxxx Xxxx XX Xxxxxxx 00000
00 Xxxxx Xxxxx XXX Xxxxxxxxx XX Los Angeles 90028
00 Xxxxxxxx Xxxxx Xxxxxxxxxx XXX Xxxxxx Xxxx XX Wyandotte 66103
00 Xxxxxxx - Xxxxxxx XXX Xxxxxxx XX Bergen 07652
86 GroupVI - FCH Medical Xxxx XXX Xxxxxxxxxxxx XX Fayette 30214
00 Xxxxxxx Xxx - Xxxxxxx Xxxx XXX Xxxxxxx XX Orange 32809
00 Xxxxxxxxxxx Xxxxxx XXX Xxxxxxxx XX Los Angeles 90703
00 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx XXX Xxxxxxxx XX Xxxx 30066
00 Xxxxxxxx Xxxx Xxxxxx Xxxxx XXX Xxxxxxxx XX Los Angeles 91355
97 Mainplace Merced CRF Merced CA Merced 95340
99 K-Mart - Xxxxxx, CA CRF Xxxxxx XX Xxxx 00000
000 Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxx XXX Xxxxxxxxxx XX Guilford 27407
109 Group VI-Creekside Medical CRF Douglasville GA Xxxxxxx 30134
000 Xxxxxxx Xxx Xxxxxxx Xxxxxx XXX Xxxxxx XX Santa Xxxxxxx 93436
000 Xxxxxx Xxx XXX Xxx Xxxxxxxxx XX San Francisco 94115
113 Carnivale/Project 00 XXX Xxxxx Xxxxx Xxxxx XX Miami-Dade 33162
114 Flamingo Self Storage CRF Las Vegas NV Xxxxx 89147
000 Xxxxxx Xxxxxxx Xxxxxxxx Xxxxxx XXX Xxx Xxxxxxxxx XX San Francisco 94118
121 Latina Xxxxxxxxx XXX Xxxxxxxxxxx XX Xxxx 00000
000 Xxxxxxxx Xxxx Xxxxxxx XXX Xxxxxxxxx XX Placer 95678
000 Xxxx Xxxxx XXX Xxxxxx XX Maricopa 85382
132 00-00 Xxxxx Xxxxxxxxx Xxxxxxxxxx XXX Xxxxxxxxx XX Essex 07042
000 Xxxxx xx xxx Xxxxxx XXX Xxxxxx Xxxxxxxxx XX San Bernardino 91730
000 Xxxxxxxx Xxxxxxx XXX Xxxxxxxx XX Maricopa 85301
000 Xxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx XXX Xxxxxxx XX Maricopa 85031
000 Xxxxxxxxxx Xxxxx Xxxxxxxxxx XXX Xxxxx XX Xxxx 31210
140 Sundance Self Storage CRF Roseville CA Placer 95747
000 Xxxx XX Xxxxxxxx XXX Xxxxxxx Xxxxx XX Los Angeles 91345
000 Xxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx XXX Xxxxxxx XX Xxxxxx 41143
000 Xxxxxxx Xxxxx Xxxxxxx XXX Xxxxxxxxxxxx XX Xxxxx 32244
150 GroupVI - 000 Xxxxxxxx Xxxxx XXX Xxxxxxxxx Xxxx XX Fayette 30269
000 Xxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx XXX Xx Xxxxxx XX Los Angeles 90638
000 Xxxxxxxx Xxxx Shopping Center CRF Stafford TX Xxxx Xxxx 00000
000 Xxxxx Xxxxxxxx XXX Xxxxxx XX Merced 95340
000 Xxxx Xxxxx Xxxxxxxxxx XXX Xxxxxxx XX Maricopa 85021
163 CVS Pharmacy - Sparta Road CRF North Wilkesboro NC Xxxxxx 28659
000 Xxxxx Xxxxxxxx Xxxxxxx XXX Xxxxxxxxx XX Monroe 14604
000 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx - Building 0000 XXX Xxxxxx XX Xxxxxxxx 00000
000 Xxxxxxxx Xxxx Xxxxx XXX Xxxxxx Xxxx XX Broward 33328
000 Xxxxx Xxxxxxxx Xxxxxx CRF Baton Rouge LA East Baton Rouge 70816
169 00 Xxxxxx Xxxxxx XXX Xxx Xxxxxx XX Marin 94901
CUTOFF IO MONTHLY IO ANNUAL
MORTGAGE BALANCE ORIGINAL DEBT DEBT
LOAN # PROPERTY NAME LOAN SELLER (12/1/2005) BALANCE SERVICE SERVICE
------ ----------------------------------------------- ----------- -------------- ------------- ---------- ----------
64 0000 Xxxxxxxxxx Xxxxxx CRF 12,883,074.84 13,000,000.00
00 Xxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx XXX 11,650,000.00 11,650,000.00 50,593.90 607,126.81
00 Xxxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx CRF 11,500,000.00 11,500,000.00 53,731.89 644,782.64
70 Wal-Mart - Villa Rica CRF 11,000,000.00 11,000,000.00 47,864.01 574,368.06
71 Cosmo Lofts CRF 11,000,000.00 11,000,000.00 51,767.48 621,209.72
00 Xxxxxxxx Xxxxx Xxxxxxxxxx XXX 10,880,000.00 10,880,000.00 46,974.15 563,689.78
79 Paramus - Medical CRF 9,511,593.40 9,550,000.00
86 GroupVI - FCH Medical Bldg CRF 8,072,422.63 8,100,000.00
00 Xxxxxxx Xxx - Xxxxxxx Xxxx CRF 8,025,204.79 8,050,000.00
00 Xxxxxxxxxxx Xxxxxx XXX 7,750,000.00 7,750,000.00 34,246.21 410,954.51
00 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx CRF 7,111,954.23 7,120,000.00
00 Xxxxxxxx Xxxx Xxxxxx Xxxxx CRF 7,075,827.26 7,100,000.00
97 Mainplace Merced CRF 6,777,447.19 6,800,000.00
99 K-Mart - Xxxxxx, CA CRF 6,627,944.69 6,650,000.00
000 Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxx CRF 6,400,000.00 6,400,000.00 28,659.26 343,911.11
109 Group VI-Creekside Medical CRF 6,079,809.69 6,100,000.00
110 Holiday Inn Express Lompoc CRF 6,073,012.41 6,100,000.00
000 Xxxxxx Xxx XXX 5,975,897.96 6,000,000.00
113 Carnivale/Project 84 CRF 5,600,000.00 5,600,000.00 25,644.63 307,735.56
114 Flamingo Self Storage CRF 5,525,000.00 5,525,000.00 23,153.84 277,846.11
000 Xxxxxx Xxxxxxx Xxxxxxxx Xxxxxx CRF 5,400,000.00 5,400,000.00 23,610.94 283,331.25
121 Latina Warehouse CRF 5,100,000.00 5,100,000.00 25,121.63 301,459.58
130 Galleria Self Storage CRF 4,640,794.47 4,650,000.00
000 Xxxx Xxxxx CRF 4,550,000.00 4,550,000.00 21,028.48 252,341.74
132 00-00 Xxxxx Xxxxxxxxx Xxxxxxxxxx XXX 4,490,496.66 4,500,000.00
000 Xxxxx xx xxx Xxxxxx XXX 4,490,384.83 4,500,000.00
000 Xxxxxxxx Xxxxxxx CRF 4,350,000.00 4,350,000.00 20,251.16 243,013.96
000 Xxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx XXX 4,250,000.00 4,250,000.00 19,282.90 231,394.79
000 Xxxxxxxxxx Xxxxx Xxxxxxxxxx XXX 4,200,000.00 4,200,000.00 18,878.61 226,543.33
140 Sundance Self Storage CRF 4,191,630.89 4,200,000.00
143 Xxxx VI Building CRF 3,895,467.83 3,900,000.00
000 Xxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx CRF 3,886,801.80 3,900,000.00
000 Xxxxxxx Xxxxx Xxxxxxx CRF 3,219,265.74 3,230,000.00
150 GroupVI - 000 Xxxxxxxx Xxxxx XXX 3,029,937.96 3,040,000.00
000 Xxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx XXX 2,750,000.00 2,750,000.00 11,966.00 143,592.01
000 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxx CRF 2,437,893.00 2,445,000.00
161 Mondo Building CRF 2,157,626.85 2,160,000.00
000 Xxxx Xxxxx Xxxxxxxxxx XXX 2,125,000.00 2,125,000.00 9,246.46 110,957.47
163 CVS Pharmacy - Sparta Road CRF 2,091,203.33 2,100,000.00
000 Xxxxx Xxxxxxxx Xxxxxxx XXX 2,000,000.00 2,000,000.00 9,953.01 119,436.11
000 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx - Xxxxxxxx 0000 CRF 1,794,866.09 1,800,000.00
000 Xxxxxxxx Xxxx Xxxxx CRF 1,584,726.64 1,590,000.00
000 Xxxxx Xxxxxxxx Xxxxxx CRF 1,346,075.90 1,350,000.00
169 00 Xxxxxx Xxxxxx CRF 299,241.66 300,000.00
MONTHLY ANNUAL P&I PRIMARY MASTER
MORTGAGE P&I DEBT DEBT INTEREST SERVICING SERVICING
LOAN # PROPERTY NAME LOAN SELLER SERVICE SERVICE RATE (%) FEE RATE FEE RATE
------ ----------------------------------------------- ----------- --------- ------------ -------- --------- ---------
64 0000 Xxxxxxxxxx Xxxxxx CRF 89,058.63 1,068,703.56 5.4500 0.01000 0.02000
00 Xxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx XXX 63,540.30 762,483.60 5.1400 0.01000 0.02000
00 Xxxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx CRF 65,512.36 786,148.32 5.5300 0.01000 0.02000
70 Wal-Mart - Villa Rica CRF 60,062.88 720,754.56 5.1500 0.01000 0.02000
71 Cosmo Lofts CRF 62,940.75 755,289.00 5.5700 0.01000 0.02000
00 Xxxxxxxx Xxxxx Xxxxxxxxxx XXX 59,139.81 709,677.72 5.1100 0.01000 0.02000
79 Paramus - Medical CRF 54,764.34 657,172.08 5.5900 0.01000 0.02000
86 GroupVI - FCH Medical Bldg CRF 44,028.72 528,344.64 5.1100 0.01000 0.02000
00 Xxxxxxx Xxx - Xxxxxxx Xxxx CRF 48,382.02 580,584.24 5.2800 0.01000 0.02000
00 Xxxxxxxxxxx Xxxxxx XXX 42,699.83 512,397.96 5.2300 0.01000 0.02000
00 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx CRF 39,670.44 476,045.28 5.3300 0.01000 0.02000
00 Xxxxxxxx Xxxx Xxxxxx Xxxxx CRF 38,593.07 463,116.84 5.1100 0.01000 0.02000
97 Mainplace Merced CRF 37,507.75 450,093.00 5.2400 0.01000 0.02000
99 K-Mart - Xxxxxx, CA CRF 36,680.37 440,164.44 5.2400 0.01000 0.02000
000 Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxx CRF 35,539.50 426,474.00 5.3000 0.01000 0.02000
109 Group VI-Creekside Medical CRF 33,684.43 404,213.16 5.2500 0.01000 0.02000
110 Holiday Inn Express Lompoc CRF 38,044.43 456,533.16 5.6600 0.01000 0.02000
000 Xxxxxx Xxx XXX 37,190.86 446,290.32 5.7750 0.01000 0.02000
113 Carnivale/Project 84 CRF 31,515.67 378,188.04 5.4200 0.01000 0.02000
114 Flamingo Self Storage CRF 29,524.48 354,293.76 4.9600 0.01000 0.02000
000 Xxxxxx Xxxxxxx Xxxxxxxx Xxxxxx CRF 29,568.65 354,823.80 5.1750 0.01000 0.02000
121 Latina Warehouse CRF 33,594.83 403,137.96 5.8300 0.01000 0.02000
130 Galleria Self Storage CRF 26,812.08 321,744.96 5.6400 0.01000 0.02000
000 Xxxx Xxxxx CRF 25,748.82 308,985.84 5.4700 0.01000 0.02000
132 00-00 Xxxxx Xxxxxxxxx Xxxxxxxxxx XXX 25,100.61 301,207.32 5.3400 0.01000 0.02000
000 Xxxxx xx xxx Xxxxxx CRF 24,946.81 299,361.72 5.2850 0.01000 0.02000
000 Xxxxxxxx Xxxxxxx XXX 24,726.12 296,713.44 5.5100 0.01000 0.02000
000 Xxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx XXX 23,785.53 285,426.36 5.3700 0.01000 0.02000
000 Xxxxxxxxxx Xxxxx Xxxxxxxxxx XXX 23,374.99 280,499.88 5.3200 0.01000 0.02000
140 Sundance Self Storage CRF 24,137.81 289,653.72 5.6100 0.01000 0.02000
143 Xxxx VI Building CRF 21,367.17 256,406.04 5.1800 0.01000 0.02000
000 Xxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx CRF 21,271.00 255,252.00 5.1400 0.01000 0.02000
000 Xxxxxxx Xxxxx Xxxxxxx CRF 17,796.19 213,554.28 5.2300 0.01000 0.02000
150 GroupVI - 000 Xxxxxxxx Xxxxx XXX 16,786.99 201,443.88 5.2500 0.01000 0.02000
000 Xxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx XXX 15,015.72 180,188.64 5.1500 0.01000 0.02000
000 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxx CRF 14,470.91 173,650.92 5.8800 0.01000 0.02000
161 Mondo Building CRF 12,237.15 146,845.80 5.4800 0.01000 0.02000
000 Xxxx Xxxxx Xxxxxxxxxx XXX 11,603.06 139,236.72 5.1500 0.01000 0.02000
163 CVS Pharmacy - Sparta Road CRF 11,961.49 143,537.88 5.1100 0.01000 0.02000
000 Xxxxx Xxxxxxxx Xxxxxxx XXX 12,751.88 153,022.56 5.8900 0.01000 0.02000
000 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx - Xxxxxxxx 0000 CRF 10,757.22 129,086.64 5.9700 0.01000 0.02000
000 Xxxxxxxx Xxxx Xxxxx CRF 8,770.19 105,242.28 5.2400 0.01000 0.02000
000 Xxxxx Xxxxxxxx Xxxxxx CRF 7,990.07 95,880.84 5.8800 0.01000 0.02000
169 00 Xxxxxx Xxxxxx CRF 2,012.52 24,150.24 6.4300 0.01000 0.02000
NET
MORTGAGE TRUSTEE & BROKER MORTGAGE
LOAN PAYING STRIP ADMIN. INTEREST ACCRUAL
LOAN # PROPERTY NAME SELLER AGENT FEE RATE FEE RATE TYPE TERM
------ ----------------------------------------------- -------- --------- ------ ------- -------- ---------- ----
64 0000 Xxxxxxxxxx Xxxxxx CRF 0.00060 0.03060 5.41940 Actual/360 120
67 Islands Village Shopping Center CRF 0.00060 0.03060 5.10940 Actual/360 120
69 Pecanland Commons Shopping Center CRF 0.00060 0.03060 5.49940 Xxxxxx/000 00
00 Xxx-Xxxx - Xxxxx Xxxx CRF 0.00060 0.03060 5.11940 Actual/360 120
71 Cosmo Lofts CRF 0.00060 0.03060 5.53940 Actual/360 120
00 Xxxxxxxx Xxxxx Xxxxxxxxxx XXX 0.00060 0.03060 5.07940 Actual/360 120
79 Paramus - Medical CRF 0.00060 0.03060 5.55940 Actual/360 120
86 GroupVI - FCH Medical Bldg CRF 0.00060 0.03060 5.07940 Actual/360 120
87 Hampton Inn - Florida Mall CRF 0.00060 0.03060 5.24940 Actual/360 120
89 Cornerstone Center CRF 0.00060 0.03060 5.19940 Actual/360 120
91 Xxxxxxxxx Plaza Shopping Center CRF 0.00060 0.09060 5.23940 Actual/360 120
92 Valencia Town Center Plaza CRF 0.00060 0.03060 5.07940 Actual/360 120
97 Mainplace Merced CRF 0.00060 0.03060 5.20940 Actual/360 000
00 X-Xxxx - Xxxxxx, XX CRF 0.00060 0.03060 5.20940 Actual/360 120
000 Xxxxxxxx Xxxxx Shopping Center CRF 0.00060 0.03060 5.26940 Actual/360 120
109 Group VI-Creekside Medical CRF 0.00060 0.03060 5.21940 Actual/360 120
110 Holiday Inn Express Lompoc CRF 0.00060 0.03060 5.62940 Actual/360 120
111 Laurel Inn CRF 0.00060 0.03060 5.74440 Actual/360 120
113 Carnivale/Project 84 CRF 0.00060 0.03060 5.38940 Actual/360 120
114 Flamingo Self Storage CRF 0.00060 0.03060 4.92940 Actual/360 120
116 Laurel Village Shopping Center CRF 0.00060 0.03060 5.14440 Actual/360 120
121 Latina Warehouse CRF 0.00060 0.03060 5.79940 Actual/360 120
130 Galleria Self Storage CRF 0.00060 0.03060 5.60940 Actual/360 60
000 Xxxx Xxxxx CRF 0.00060 0.03060 5.43940 Actual/360 120
132 00-00 Xxxxx Xxxxxxxxx Xxxxxxxxxx XXX 0.00060 0.03060 5.30940 Actual/360 120
133 Plaza de las Brisas CRF 0.00060 0.03060 5.25440 Actual/360 120
000 Xxxxxxxx Xxxxxxx XXX 0.00060 0.03060 5.47940 Actual/360 120
000 Xxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx XXX 0.00060 0.03060 5.33940 Actual/360 120
000 Xxxxxxxxxx Xxxxx Xxxxxxxxxx XXX 0.00060 0.03060 5.28940 Actual/360 120
140 Sundance Self Storage CRF 0.00060 0.03060 5.57940 Actual/360 60
143 Xxxx VI Building CRF 0.00060 0.03060 5.14940 Actual/360 120
144 Xxxxxxx Corners Shopping Center CRF 0.00060 0.03060 5.10940 Actual/360 84
148 Chimney Lakes Village CRF 0.00060 0.03060 5.19940 Actual/360 120
150 GroupVI - 000 Xxxxxxxx Xxxxx XXX 0.00060 0.03060 5.21940 Actual/360 120
153 Imperial Medical Office Building CRF 0.00060 0.03060 5.11940 Actual/360 120
000 Xxxxxxxx Xxxx Shopping Center CRF 0.00060 0.03060 5.84940 Actual/360 120
161 Mondo Building CRF 0.00060 0.03060 5.44940 Actual/360 120
000 Xxxx Xxxxx Xxxxxxxxxx XXX 0.00060 0.03060 5.11940 Actual/360 120
163 CVS Pharmacy - Sparta Road CRF 0.00060 0.03060 5.07940 Actual/360 120
000 Xxxxx Xxxxxxxx Xxxxxxx XXX 0.00060 0.03060 5.85940 Actual/360 000
000 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx - Xxxxxxxx 0000 CRF 0.00060 0.03060 5.93940 Actual/360 120
000 Xxxxxxxx Xxxx Xxxxx XXX 0.00060 0.03060 5.20940 Actual/360 120
000 Xxxxx Xxxxxxxx Xxxxxx XXX 0.00060 0.03060 5.84940 Actual/360 120
169 47 Xxxxxx Street CRF 0.00060 0.03060 6.39940 Actual/360 120
MORTGAGE REMAINING
LOAN REMAINING MATURITY/ AMORT AMORT
LOAN # PROPERTY NAME SELLER TERM ARD DATE TERM TERM TITLE TYPE ARD (Y/N)
------ ----------------------------------------------- -------- --------- ---------- ----- --------- ------------- ---------
64 0000 Xxxxxxxxxx Xxxxxx CRF 116 8/8/2015 240 236 Fee No
67 Islands Village Shopping Center CRF 117 9/8/2015 360 360 Fee No
69 Pecanland Commons Shopping Center CRF 82 10/8/2012 360 360 Fee Yes
70 Wal-Mart - Villa Rica CRF 117 9/8/2015 360 360 Fee No
71 Cosmo Lofts CRF 118 10/8/2015 360 360 Fee No
00 Xxxxxxxx Xxxxx Xxxxxxxxxx XXX 118 10/8/2015 360 360 Fee No
79 Paramus - Medical CRF 116 8/8/2015 360 356 Fee No
86 GroupVI - FCH Medical Bldg CRF 117 9/8/2015 360 357 Leasehold No
87 Hampton Inn - Florida Mall CRF 118 10/8/2015 300 298 Fee No
89 Cornerstone Center CRF 117 9/8/2015 360 360 Fee No
00 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx CRF 119 11/8/2015 360 359 Fee No
92 Valencia Town Center Plaza CRF 117 9/8/2015 360 357 Fee No
97 Mainplace Merced CRF 117 9/8/2015 360 357 Fee No
99 K-Mart - Xxxxxx, CA CRF 117 9/8/2015 360 357 Fee Yes
000 Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxx CRF 119 11/8/2015 360 360 Fee No
109 Group VI-Creekside Medical CRF 117 9/8/2015 360 357 Leasehold No
110 Holiday Inn Express Lompoc CRF 117 9/8/2015 300 297 Fee No
111 Laurel Inn CRF 117 9/8/2015 312 309 Fee No
113 Carnivale/Project 84 CRF 118 10/8/2015 360 360 Fee No
114 Flamingo Self Storage CRF 116 8/8/2015 360 360 Fee No
000 Xxxxxx Xxxxxxx Xxxxxxxx Xxxxxx CRF 118 10/8/2015 360 360 Fee No
121 Latina Warehouse CRF 118 10/8/2015 276 276 Fee No
130 Galleria Self Storage CRF 58 10/8/2010 360 358 Fee No
000 Xxxx Xxxxx CRF 117 9/8/2015 360 360 Fee No
132 00-00 Xxxxx Xxxxxxxxx Xxxxxxxxxx XXX 118 10/8/2015 360 358 Xxx/Xxxxxxxxx Xx
000 Xxxxx xx xxx Xxxxxx CRF 118 10/8/2015 360 358 Fee No
135 Maryland Gardens CRF 117 9/8/2015 360 360 Fee No
000 Xxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx XXX 118 10/8/2015 360 360 Fee No
139 Whispering Xxxxx Apartments CRF 116 8/8/2015 360 360 Fee No
140 Sundance Self Storage CRF 58 10/8/2010 360 358 Fee No
143 Xxxx VI Building CRF 119 11/8/2015 360 359 Fee No
144 Xxxxxxx Corners Shopping Center CRF 81 9/8/2012 360 357 Fee Yes
000 Xxxxxxx Xxxxx Xxxxxxx CRF 117 9/8/2015 360 357 Fee No
150 GroupVI - 000 Xxxxxxxx Xxxxx XXX 117 9/8/2015 360 357 Leasehold No
000 Xxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx XXX 116 8/8/2015 360 360 Fee No
000 Xxxxxxxx Xxxx Shopping Center CRF 117 9/8/2015 360 357 Fee No
161 Mondo Building CRF 119 11/8/2015 360 359 Fee Yes
000 Xxxx Xxxxx Xxxxxxxxxx XXX 116 8/8/2015 360 360 Fee No
163 CVS Pharmacy - Sparta Road CRF 117 9/8/2015 324 321 Fee Yes
000 Xxxxx Xxxxxxxx Xxxxxxx XXX 118 10/8/2015 300 300 Fee No
000 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx - Xxxxxxxx 0000 CRF 117 9/8/2015 360 357 Fee No
000 Xxxxxxxx Xxxx Xxxxx CRF 117 9/8/2015 360 357 Fee No
000 Xxxxx Xxxxxxxx Xxxxxx CRF 117 9/8/2015 360 357 Fee No
169 00 Xxxxxx Xxxxxx CRF 118 10/8/2015 300 298 Fee No
MORTGAGE
LOAN
LOAN # PROPERTY NAME SELLER ARD STEP UP (%)
------ ----------------------------------------------- -------- ---------------------------------------------------------
64 0000 Xxxxxxxxxx Xxxxxx CRF
67 Islands Village Shopping Center CRF
69 Pecanland Commons Shopping Center CRF Greater of: (i) Initial Interest Rate plus 2% or (ii) 7yr
Treasury Rate plus 3.34%
70 Wal-Mart - Villa Rica CRF
71 Cosmo Lofts CRF
73 Worthing Place Apartments CRF
79 Paramus - Medical CRF
86 GroupVI - FCH Medical Xxxx XXX
00 Xxxxxxx Xxx - Xxxxxxx Xxxx CRF
89 Cornerstone Center CRF
00 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx XXX
00 Xxxxxxxx Xxxx Center Plaza CRF
97 Mainplace Merced CRF
99 K-Mart - Xxxxxx, CA CRF Greater of: (i) Initial Interest Rate plus 5% or (ii)
10yr Treasury Rate plus 6.30%.
000 Xxxxxxxx Xxxxx Shopping Center CRF
109 Group VI-Creekside Medical CRF
110 Holiday Inn Express Lompoc CRF
111 Laurel Inn CRF
113 Carnivale/Project 84 CRF
114 Flamingo Self Storage CRF
000 Xxxxxx Xxxxxxx Xxxxxxxx Xxxxxx CRF
121 Latina Warehouse CRF
130 Galleria Self Storage CRF
000 Xxxx Xxxxx CRF
132 00-00 Xxxxx Xxxxxxxxx Xxxxxxxxxx XXX
133 Plaza de las Brisas CRF
135 Maryland Gardens CRF
000 Xxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx XXX
139 Whispering Xxxxx Apartments CRF
140 Sundance Self Storage CRF
143 Xxxx VI Building CRF
144 Xxxxxxx Corners Shopping Center CRF Greater of: (i) Initial Interest Rate plus 5% or (ii) 7yr
Treasury Rate plus 6.35%
148 Chimney Lakes Village CRF
150 GroupVI - 000 Xxxxxxxx Xxxxx XXX
000 Xxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx XXX
000 Xxxxxxxx Xxxx Shopping Center CRF
161 Mondo Building CRF Greater of: (i) Initial Interest Rate plus 5% or (ii)
10yr Treasury Rate plus 6.30%
000 Xxxx Xxxxx Xxxxxxxxxx XXX
163 CVS Pharmacy - Sparta Road CRF Greater of: (i) Initial Interest Rate plus 5% or (ii)
10yr Treasury Rate plus 6.18%
000 Xxxxx Xxxxxxxx Xxxxxxx XXX
166 Peachtree Crest Business Center - Building 3760 CRF
000 Xxxxxxxx Xxxx Xxxxx CRF
000 Xxxxx Xxxxxxxx Xxxxxx CRF
169 47 Xxxxxx Street CRF
MORTGAGE ENVIRONMENTAL
LOAN ENVIRONMENTAL INSURANCE CROSS- CROSS-
LOAN # PROPERTY NAME SELLER REPORT TYPE (Y/N) DEFAULTED COLLATERALIZED
------ ----------------------------------------------- -------- ------------- ------------- --------- --------------
64 0000 Xxxxxxxxxx Xxxxxx CRF 5/19/2005 No
67 Islands Village Shopping Center CRF 8/8/2005 No
69 Pecanland Commons Shopping Center CRF 7/26/2005 Xx
00 Xxx-Xxxx - Xxxxx Xxxx CRF 7/13/2005 No
71 Cosmo Lofts CRF 6/10/2005 No
00 Xxxxxxxx Xxxxx Xxxxxxxxxx XXX 10/12/2005 No
79 Paramus - Medical CRF 6/10/2005 No
86 GroupVI - FCH Medical Xxxx XXX 0/0/0000 Xx
00 Xxxxxxx Xxx - Xxxxxxx Xxxx CRF 7/26/2005 No
89 Cornerstone Center CRF 7/19/2005 No
00 Xxxxxxxxx Xxxxx Shopping Center CRF 9/21/2005 No
00 Xxxxxxxx Xxxx Xxxxxx Xxxxx CRF 7/8/2005 No
97 Mainplace Merced CRF 8/1/2005 No
99 K-Mart - Xxxxxx, CA CRF 7/13/2005 No
000 Xxxxxxxx Xxxxx Shopping Center CRF 8/25/2005 No
109 Group VI-Creekside Medical CRF 6/24/2005 No
110 Holiday Inn Express Lompoc CRF 6/29/2005 No
111 Laurel Inn CRF 7/15/2005 No
113 Carnivale/Project 84 CRF 8/1/2005 No
114 Flamingo Self Storage CRF 7/29/2005 No
000 Xxxxxx Xxxxxxx Xxxxxxxx Xxxxxx CRF 8/25/2005 No
121 Latina Warehouse CRF 7/29/2005 No
130 Galleria Self Storage CRF 6/27/2005 No
131 Osco Plaza CRF 7/13/2005 No
132 39-41 North Fullerton Apartments CRF 9/16/2005 No
133 Plaza de las Brisas CRF 8/12/2005 No
135 Maryland Gardens CRF 7/27/2005 No
138 Parkvale Medical Office Building CRF 9/8/2005 No
139 Whispering Woods Apartments CRF 7/1/2005 No
140 Sundance Self Storage CRF 6/27/2005 No
143 Moss VI Building CRF 10/21/2005 No
144 Grayson Corners Shopping Center CRF 10/25/2005 No
148 Chimney Lakes Village CRF 7/5/2005 No
150 GroupVI - 900 Westpark Drive CRF 9/1/2005 No
153 Imperial Medical Office Building CRF 6/27/2005 No
157 Brighton Lane Shopping Center CRF 7/12/2005 No
161 Mondo Building CRF 7/22/2005 No
162 Glen Arbor Apartments CRF 6/14/2005 No
163 CVS Pharmacy - Sparta Road CRF 7/12/2005 No
164 Fitch Building Complex CRF 9/23/2005 No
166 Peachtree Crest Business Center - Building 3760 CRF 7/8/2005 No
167 Stirling Palm Plaza CRF 7/27/2005 No
168 South Sherwood Square CRF 5/10/2005 No
169 47 Louise Street CRF 8/12/2005 No
MORTGAGE UPFRONT
LOAN DEFEASANCE LETTER OF LOCKBOX HOLDBACK ENG.
LOAN # PROPERTY NAME SELLER ALLOWED CREDIT IN-PLACE AMT RESERVE
------ ----------------------------------------------- -------- ---------- --------- -------- -------- ----------
64 1100 Buckingham Street CRF Yes No Yes
67 Islands Village Shopping Center CRF Yes No Yes
69 Pecanland Commons Shopping Center CRF Yes No Yes
70 Wal-Mart - Villa Rica CRF Yes No Yes
71 Cosmo Lofts CRF Yes No No
73 Worthing Place Apartments CRF Yes No No 1,875.00
79 Paramus - Medical CRF Yes No Yes 87,500.00
86 GroupVI - FCH Medical Bldg CRF Yes No No
87 Hampton Inn - Florida Mall CRF Yes No No
89 Cornerstone Center CRF Yes No No
91 Blackwell Plaza Shopping Center CRF Yes No No 97,156.13
92 Valencia Town Center Plaza CRF Yes No No
97 Mainplace Merced CRF Yes No Yes
99 K-Mart - Bishop, CA CRF Yes No Yes
102 Wendover Ridge Shopping Center CRF Yes No Yes
109 Group VI-Creekside Medical CRF Yes No No
110 Holiday Inn Express Lompoc CRF Yes No Yes
111 Laurel Inn CRF Yes No Yes
113 Carnivale/Project 84 CRF Yes No No
114 Flamingo Self Storage CRF Yes No No
116 Laurel Village Shopping Center CRF Yes No No
121 Latina Warehouse CRF Yes No No 265,750.00
130 Galleria Self Storage CRF Yes No Yes 938.00
131 Osco Plaza CRF Yes No No 3,900.00
132 39-41 North Fullerton Apartments CRF Yes No No 28,344.00
133 Plaza de las Brisas CRF Yes No No 66,500.00
135 Maryland Gardens CRF Yes No No 44,210.00
138 Parkvale Medical Office Building CRF Yes No Yes
139 Whispering Woods Apartments CRF Yes No No
140 Sundance Self Storage CRF Yes No Yes 4,688.00
143 Moss VI Building CRF Yes No No
144 Grayson Corners Shopping Center CRF Yes No Yes
148 Chimney Lakes Village CRF Yes No No
150 GroupVI - 900 Westpark Drive CRF Yes No No
153 Imperial Medical Office Building CRF Yes No Yes
157 Brighton Lane Shopping Center CRF Yes No No
161 Mondo Building CRF Yes No Yes
162 Glen Arbor Apartments CRF Yes No No
163 CVS Pharmacy - Sparta Road CRF Yes No Yes
164 Fitch Building Complex CRF Yes No No
166 Peachtree Crest Business Center - Building 3760 CRF Yes No No
167 Stirling Palm Plaza CRF Yes No No
168 South Sherwood Square CRF Yes No No
169 47 Louise Street CRF Yes No No
MORTGAGE UPFRONT UPFRONT UPFRONT UPFRONT UPFRONT
LOAN CAPEX ENVIR. TI/LC RE TAX INSURANCE
LOAN # PROPERTY NAME SELLER RESERVES RESERVE RESERVE RESERVE RESERVE
------ ----------------------------------------------- -------- ---------- ------- ---------- ---------- ---------
64 1100 Buckingham Street CRF 116,250.00 27,287.00
67 Islands Village Shopping Center CRF 16,000.00 77,250.00 4,519.00
69 Pecanland Commons Shopping Center CRF 14,754.00 135,650.00 120,228.49 22,866.43
70 Wal-Mart - Villa Rica CRF
71 Cosmo Lofts CRF 62,743.21 13,956.86
73 Worthing Place Apartments CRF 300,000.00 130,764.00 73,748.70
79 Paramus - Medical CRF 150,000.00 32,930.96 12,797.60
86 GroupVI - FCH Medical Bldg CRF 86,632.50
87 Hampton Inn - Florida Mall CRF 300,000.00 32,263.75
89 Cornerstone Center CRF 35,964.35 5,112.00
91 Blackwell Plaza Shopping Center CRF 10,560.00 5,194.75
92 Valencia Town Center Plaza CRF
97 Mainplace Merced CRF 5,778.83 1,135.08
99 K-Mart - Bishop, CA CRF 254.04
102 Wendover Ridge Shopping Center CRF 1,580.00
109 Group VI-Creekside Medical CRF 66,982.62
110 Holiday Inn Express Lompoc CRF 21,549.06 1,708.96
111 Laurel Inn CRF 55,695.43 5,111.64
113 Carnivale/Project 84 CRF 55,238.21 10,962.00
114 Flamingo Self Storage CRF 15,870.00 1,451.00
116 Laurel Village Shopping Center CRF 51,480.00
121 Latina Warehouse CRF 116,328.50 67,938.00
130 Galleria Self Storage CRF 3,486.87 1,270.15
131 Osco Plaza CRF 29,166.67
132 39-41 North Fullerton Apartments CRF 6,632.33
133 Plaza de las Brisas CRF 4,384.40 8,773.54
135 Maryland Gardens CRF 28,127.41 15,318.67
138 Parkvale Medical Office Building CRF 487.67
139 Whispering Woods Apartments CRF 4,360.00 28,407.00
140 Sundance Self Storage CRF 35,260.41
143 Moss VI Building CRF 15,234.00 2,141.00
144 Grayson Corners Shopping Center CRF 160,000.00 2,111.07 2,457.75
148 Chimney Lakes Village CRF 30,632.25 1,359.00
150 GroupVI - 900 Westpark Drive CRF 42,692.99
153 Imperial Medical Office Building CRF 13,094.30 3,403.05
157 Brighton Lane Shopping Center CRF 37,734.88 1,062.08
161 Mondo Building CRF 25,000.00 3,802.84 2,468.34
162 Glen Arbor Apartments CRF 8,841.22
163 CVS Pharmacy - Sparta Road CRF
164 Fitch Building Complex CRF 200,000.00 16,253.75 1,410.79
166 Peachtree Crest Business Center - Building 3760 CRF 937.50 300,000.00 4,170.57 255.42
167 Stirling Palm Plaza CRF 12,416.60 895.08
168 South Sherwood Square CRF 9,676.08 839.65
169 47 Louise Street CRF 5,581.34 2,549.84
MORTGAGE UPFRONT
LOAN OTHER
LOAN # PROPERTY NAME SELLER RESERVE UPFRONT OTHER DESCRIPTION
------ ----------------------------------------------- -------- ------------ ------------------------------------------------
64 1100 Buckingham Street CRF
67 Islands Village Shopping Center CRF 2,225,000.00 Goodwill space
69 Pecanland Commons Shopping Center CRF
70 Wal-Mart - Villa Rica CRF
71 Cosmo Lofts CRF 5,056,460.00 Holdback Reserve, Debt Service Reserve - 6months
73 Worthing Place Apartments CRF
79 Paramus - Medical CRF 66,000.00 Holdback Reserve
86 GroupVI - FCH Medical Bldg CRF
87 Hampton Inn - Florida Mall CRF 125,000.00 Holdback Reserve
89 Cornerstone Center CRF
91 Blackwell Plaza Shopping Center CRF 350,000.00 Holdback Reserve
92 Valencia Town Center Plaza CRF
97 Mainplace Merced CRF 368,000.00 Lease Holdback Reserve, Debt Service Reserve
99 K-Mart - Bishop, CA CRF
102 Wendover Ridge Shopping Center CRF
109 Group VI-Creekside Medical CRF
110 Holiday Inn Express Lompoc CRF 660,000.00 Property Improvement Plan
111 Laurel Inn CRF
113 Carnivale/Project 84 CRF
114 Flamingo Self Storage CRF
116 Laurel Village Shopping Center CRF
121 Latina Warehouse CRF 15,000.00 L&O Insurance Escrow
130 Galleria Self Storage CRF
131 Osco Plaza CRF
132 39-41 North Fullerton Apartments CRF
133 Plaza de las Brisas CRF
135 Maryland Gardens CRF
138 Parkvale Medical Office Building CRF
139 Whispering Woods Apartments CRF
140 Sundance Self Storage CRF
143 Moss VI Building CRF
144 Grayson Corners Shopping Center CRF
148 Chimney Lakes Village CRF
150 GroupVI - 900 Westpark Drive CRF
153 Imperial Medical Office Building CRF
157 Brighton Lane Shopping Center CRF
161 Mondo Building CRF 7,443.00 Verizon Reserve
162 Glen Arbor Apartments CRF
163 CVS Pharmacy - Sparta Road CRF
164 Fitch Building Complex CRF
166 Peachtree Crest Business Center - Building 3760 CRF
167 Stirling Palm Plaza CRF 66,000.00 Vicky Bakery Reserve
168 South Sherwood Square CRF 14,997.00 Judgement Lien Reserve
169 47 Louise Street CRF
MORTGAGE MONTHLY MONTHLY MONTHLY
LOAN CAPEX ENVIR. TI/LC
LOAN # PROPERTY NAME SELLER RESERVE RESERVE RESERVE
------ ----------------------------------------------- -------- -------- ------- --------
64 1100 Buckingham Street CRF 4,028.21
67 Islands Village Shopping Center CRF 1,291.00 5,508.00
69 Pecanland Commons Shopping Center CRF 8,333.00
70 Wal-Mart - Villa Rica CRF 1,900.00
71 Cosmo Lofts CRF 1,200.00
73 Worthing Place Apartments CRF 7,750.00
79 Paramus - Medical CRF 773.17 4,653.67
86 GroupVI - FCH Medical Bldg CRF 775.20
87 Hampton Inn - Florida Mall CRF 9,174.00
89 Cornerstone Center CRF 502.73
91 Blackwell Plaza Shopping Center CRF 2,158.16 2,500.00
92 Valencia Town Center Plaza CRF 218.30
97 Mainplace Merced CRF 165.58 938.26
99 K-Mart - Bishop, CA CRF 1,316.33
102 Wendover Ridge Shopping Center CRF 517.33 2,241.80
109 Group VI-Creekside Medical CRF 750.00
110 Holiday Inn Express Lompoc CRF 8,304.37
111 Laurel Inn CRF 9,078.09
113 Carnivale/Project 84 CRF 934.61 2,429.98
114 Flamingo Self Storage CRF
116 Laurel Village Shopping Center CRF 152.93 955.83
121 Latina Warehouse CRF 3,382.29 2,818.58
130 Galleria Self Storage CRF 1,134.17
131 Osco Plaza CRF 359.20 538.80
132 39-41 North Fullerton Apartments CRF 1,467.46
133 Plaza de las Brisas CRF
135 Maryland Gardens CRF 2,600.00
138 Parkvale Medical Office Building CRF 699.27 3,985.82
139 Whispering Woods Apartments CRF 2,250.00
140 Sundance Self Storage CRF 1,209.58
143 Moss VI Building CRF 618.00
144 Grayson Corners Shopping Center CRF 1,273.01
148 Chimney Lakes Village CRF 217.39 1,150.00
150 GroupVI - 900 Westpark Drive CRF 386.60
153 Imperial Medical Office Building CRF 331.29 2,380.66
157 Brighton Lane Shopping Center CRF 866.82 2,167.04
161 Mondo Building CRF 625.00
162 Glen Arbor Apartments CRF 1,625.00
163 CVS Pharmacy - Sparta Road CRF 129.20
164 Fitch Building Complex CRF 635.55 1,059.25
166 Peachtree Crest Business Center - Building 3760 CRF 501.65
167 Stirling Palm Plaza CRF
168 South Sherwood Square CRF 316.50 791.25
169 47 Louise Street CRF
MORTGAGE MONTHLY MONTHLY MONTHLY
LOAN RE TAX INSURANCE OTHER OTHER MONTH
LOAN # PROPERTY NAME SELLER RESERVE RESERVE RESERVE DESCRIPTION
------ ----------------------------------------------- -------- --------- --------- -------- --------------------
64 1100 Buckingham Street CRF 13,643.50
67 Islands Village Shopping Center CRF 15,450.00 2,260.00
69 Pecanland Commons Shopping Center CRF 10,929.86 4,001.63
70 Wal-Mart - Villa Rica CRF
71 Cosmo Lofts CRF 5,400.00 1,550.76
73 Worthing Place Apartments CRF 21,794.00 6,050.36
79 Paramus - Medical CRF 8,232.96 1,333.08
86 GroupVI - FCH Medical Bldg CRF 8,663.25
87 Hampton Inn - Florida Mall CRF 2,933.07
89 Cornerstone Center CRF 7,192.87 1,278.00
91 Blackwell Plaza Shopping Center CRF 5,280.00 1,732.00
92 Valencia Town Center Plaza CRF
97 Mainplace Merced CRF 2,889.42 1,135.08
99 K-Mart - Bishop, CA CRF 254.04
102 Wendover Ridge Shopping Center CRF 5,990.00 790.00
109 Group VI-Creekside Medical CRF 6,698.26
110 Holiday Inn Express Lompoc CRF 3,591.51 1,708.96
111 Laurel Inn CRF 7,956.49 1,703.89
113 Carnivale/Project 84 CRF 6,904.78 2,740.50
114 Flamingo Self Storage CRF 5,290.00 725.00
116 Laurel Village Shopping Center CRF 8,580.00
121 Latina Warehouse CRF 15,205.38 5,831.35
130 Galleria Self Storage CRF 3,486.90 1,270.15 2,559.07 Ground Lease Reserve
131 Osco Plaza CRF 5,555.26
132 39-41 North Fullerton Apartments CRF 11,528.13 3,316.16
133 Plaza de las Brisas CRF 4,384.40 974.84
135 Maryland Gardens CRF 4,018.20 1,914.83
138 Parkvale Medical Office Building CRF 9,975.00 487.64
139 Whispering Woods Apartments CRF 3,156.00 2,751.00
140 Sundance Self Storage CRF 5,037.21 875.88
143 Moss VI Building CRF 1,905.00 838.00
144 Grayson Corners Shopping Center CRF 263.88 489.75
148 Chimney Lakes Village CRF 3,063.23 679.50
150 GroupVI - 900 Westpark Drive CRF 4,743.67
153 Imperial Medical Office Building CRF 2,618.85 610.93
157 Brighton Lane Shopping Center CRF 4,716.86 1,062.08
161 Mondo Building CRF 1,901.42 1,234.17
162 Glen Arbor Apartments CRF 1,832.28
163 CVS Pharmacy - Sparta Road CRF
164 Fitch Building Complex CRF 6,772.10 705.39
166 Peachtree Crest Business Center - Building 3760 CRF 1,197.92 255.42
167 Stirling Palm Plaza CRF 2,069.43 895.08
168 South Sherwood Square CRF 1,075.12 839.65
169 47 Louise Street CRF 620.15 364.26
MORTGAGE
LOAN TOTAL UNIT OF GRACE LOAN
LOAN # PROPERTY NAME SELLER SF/UNITS MEASURE PERIOD GROUP
------ ----------------------------------------------- -------- -------- ------- ------ -----
64 1100 Buckingham Street CRF 323,457 SF 0 1
67 Islands Village Shopping Center CRF 103,267 SF 0 1
69 Pecanland Commons Shopping Center CRF 97,817 SF 0 1
70 Wal-Mart - Villa Rica CRF 152,000 SF 0 1
71 Cosmo Lofts CRF 48 Units 0 1
73 Worthing Place Apartments CRF 372 Units 0 2
79 Paramus - Medical CRF 46,390 SF 0 1
86 GroupVI - FCH Medical Bldg CRF 62,016 SF 0 1
87 Hampton Inn - Florida Mall CRF 128 Rooms 0 1
89 Cornerstone Center CRF 40,218 SF 0 1
91 Blackwell Plaza Shopping Center CRF 142,725 SF 0 1
92 Valencia Town Center Plaza CRF 26,186 SF 0 1
97 Mainplace Merced CRF 57,419 SF 0 1
99 K-Mart - Bishop, CA CRF 105,462 SF 0 1
102 Wendover Ridge Shopping Center CRF 41,387 SF 0 1
109 Group VI-Creekside Medical CRF 54,899 SF 0 1
110 Holiday Inn Express Lompoc CRF 90 Rooms 0 1
111 Laurel Inn CRF 49 Rooms 0 1
113 Carnivale/Project 84 CRF 111,100 SF 0 1
114 Flamingo Self Storage CRF 99,375 SF 0 1
116 Laurel Village Shopping Center CRF 9,176 SF 0 1
121 Latina Warehouse CRF 225,486 SF 0 1
130 Galleria Self Storage CRF 90,495 SF 0 1
131 Osco Plaza CRF 21,551 SF 0 1
132 39-41 North Fullerton Apartments CRF 69 Units 0 2
133 Plaza de las Brisas CRF 34,697 SF 0 1
135 Maryland Gardens CRF 120 Units 0 2
138 Parkvale Medical Office Building CRF 41,956 SF 0 1
139 Whispering Woods Apartments CRF 108 Units 0 2
140 Sundance Self Storage CRF 96,765 SF 0 1
143 Moss VI Building CRF 37,066 SF 0 1
144 Grayson Corners Shopping Center CRF 101,841 SF 0 1
148 Chimney Lakes Village CRF 21,739 SF 0 1
150 GroupVI - 900 Westpark Drive CRF 30,928 SF 0 1
153 Imperial Medical Office Building CRF 26,503 SF 0 1
157 Brighton Lane Shopping Center CRF 52,009 SF 0 1
161 Mondo Building CRF 18,883 SF 0 1
162 Glen Arbor Apartments CRF 78 Units 0 2
163 CVS Pharmacy - Sparta Road CRF 10,125 SF 0 1
164 Fitch Building Complex CRF 49,995 SF 0 1
166 Peachtree Crest Business Center - Building 3760 CRF 30,099 SF 0 1
167 Stirling Palm Plaza CRF 9,594 SF 0 1
168 South Sherwood Square CRF 18,990 SF 0 1
169 47 Louise Street CRF 6,000 SF 0 1
