MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement, dated as of September 22,
2006 (this "Agreement"), is entered into between Countrywide Commercial Real
Estate Finance, Inc. (the "Seller") and Xxxxxxx Xxxxx Mortgage Investors, Inc.
(the "Purchaser").
The Seller intends to sell and the Purchaser intends to purchase
certain multifamily, commercial and manufactured housing community mortgage
loans (the "Mortgage Loans") identified on the schedule (the "Mortgage Loan
Schedule") annexed hereto as Schedule II. The Purchaser intends to deposit the
Mortgage Loans, along with certain other mortgage loans (the "Other Mortgage
Loans"), into a trust fund (the "Trust Fund"), the beneficial ownership of which
will be evidenced by multiple classes of mortgage pass-through certificates (the
"Certificates"). One or more "real estate mortgage investment conduit" ("REMIC")
elections will be made with respect to most of the Trust Fund. The Trust Fund
will be created and the Certificates will be issued pursuant to a Pooling and
Servicing Agreement, dated as of September 1, 2006 (the "Pooling and Servicing
Agreement"), among the Purchaser as depositor, Capmark Finance Inc. and Midland
Loan Services, Inc. as master servicers (each, in such capacity, a "Master
Servicer"), ING Clarion Partners, LLC as special servicer (the "Special
Servicer") and LaSalle Bank National Association as trustee (the "Trustee").
Capitalized terms used but not defined herein (including the schedules attached
hereto) have the respective meanings set forth in the Pooling and Servicing
Agreement.
The Purchaser has entered into an Underwriting Agreement, dated as
of September 22, 2006 (the "Underwriting Agreement"), with Xxxxxxx Lynch,
Pierce, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx") for itself and as
representative of Countrywide Securities Corporation ("Countrywide Securities"),
PNC Capital Markets LLC ("PNC Capital Markets"), Xxxxxxx, Sachs & Co. ("Xxxxxxx
Xxxxx") and Xxxxxx Xxxxxxx & Co. Incorporated ("Xxxxxx Xxxxxxx"); Xxxxxxx Xxxxx,
Countrywide Securities, PNC Capital Markets, Xxxxxxx Sachs and Xxxxxx Xxxxxxx
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 September 22, 2006 (the "Certificate Purchase
Agreement"), with Xxxxxxx Xxxxx for itself and as representative of Countrywide
Securities (together in such capacity, the "Initial Purchasers"), whereby the
Purchaser will sell to the Initial Purchasers all of the remaining Certificates
(such Certificates, the "Private Certificates").
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase.
The Seller agrees to sell, and the Purchaser agrees to purchase, the
Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan
Schedule may be amended to reflect the actual Mortgage Loans delivered to the
Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have
an aggregate principal balance of
$1,009,711,413 (the "Countrywide Mortgage Loan Balance") (subject to a variance
of plus or minus 5.0%) as of the close of business on the Cut-off Date, after
giving effect to any payments due on or before such date, whether or not such
payments are received. The Countrywide Mortgage Loan Balance, together with the
aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date
(after giving effect to any payments due on or before such date, whether or not
such payments are received), is expected to equal an aggregate principal balance
(the "Cut-off Date Pool Balance") of $2,425,022,033 (subject to a variance of
plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place
on September 29, 2006 or such other date as shall be mutually acceptable to the
parties to this Agreement (the "Closing Date"). The consideration (the "Purchase
Consideration") for the Mortgage Loans shall be equal to (i) 104.6507% of the
Countrywide Mortgage Loan Balance as of the Cut-off Date, plus (ii) $4,833,445,
which amount represents the amount of interest accrued on the Countrywide
Mortgage Loan Balance, as agreed to by the Seller and the Purchaser.
The Purchase Consideration shall be paid to the Seller or its
designee by wire transfer in immediately available funds on the Closing Date.
SECTION 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to the
Seller's receipt of the Purchase Consideration and the satisfaction or waiver of
the conditions to closing set forth in Section 5 of this Agreement (which
conditions shall be deemed to have been satisfied or waived upon the Seller's
receipt of the Purchase Consideration), the Seller does hereby sell, transfer,
assign, set over and otherwise convey to the Purchaser, without recourse (except
as set forth in this Agreement), all the right, title and interest of the Seller
in and to the Mortgage Loans identified on the Mortgage Loan Schedule as of such
date, on a servicing released basis (subject to certain agreements regarding
servicing as provided in the Servicing Rights Purchase Agreement (as defined in
Section 6(a)(iii) hereof)), together with all of the Seller's right, title and
interest in and to the proceeds of any related title, hazard, primary mortgage
or other insurance proceeds. The Mortgage Loan Schedule, as it may be amended,
shall conform to the requirements set forth in this Agreement and the Pooling
and Servicing Agreement.
(b) The Purchaser or its assignee shall be entitled to receive
all scheduled payments of principal and interest due after the Cut-off Date, and
all other recoveries of principal and interest collected after the Cut-off Date
(other than in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date). All scheduled payments of principal and interest due
on or before the Cut-off Date but collected after the Cut-off Date, and
recoveries of principal and interest collected on or before the Cut-off Date
(only in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date and principal prepayments thereon), shall belong to, and
be promptly remitted to, the Seller.
(c) The Seller hereby represents and warrants that it has or
will have, on behalf of the Purchaser, delivered to the Trustee (i) on or before
the Closing Date, the documents and instruments specified below with respect to
each Mortgage Loan that are Specially Designated Mortgage Loan Documents and
(ii) on or before the date that is 30 days after the Closing Date, the remaining
documents and instruments specified below that are not Specially Designated
Mortgage Loan Documents with respect to each Mortgage Loan (the documents and
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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) (A) the original executed Mortgage Note for the subject
Mortgage Loan, including any power of attorney related to the execution
thereof (or a lost note affidavit and indemnity with a copy of such
Mortgage Note attached thereto), together with any and all intervening
endorsements thereon, endorsed on its face or by allonge attached
thereto (without recourse, representation or warranty, express or
implied) to the order of LaSalle Bank National Association, as trustee
for the registered holders of ML-CFC Commercial Mortgage Trust 2006-3,
Commercial Mortgage Pass-Through Certificates, Series 2006-3, or in
blank, and (B) in the case of a Loan Combination, a copy of the
executed Mortgage Note for each related Non-Trust Loan;
(ii) an original or copy of the Mortgage, together with originals
or copies of any and all intervening assignments thereof, in each case
(unless not yet returned by the applicable recording office) with evidence
of recording indicated thereon or certified by the applicable recording
office;
(iii) an original or copy of any related Assignment of Leases (if
such item is a document separate from the Mortgage), together with
originals or copies of any and all intervening assignments thereof, in
each case (unless not yet returned by the applicable recording office)
with evidence of recording indicated thereon or certified by the
applicable recording office;
(iv) an original executed assignment, in recordable form (except
for completion of the assignee's name (if the assignment is delivered in
blank) and any missing recording information or a certified copy of that
assignment as sent for recording), of (a) the Mortgage, (b) any related
Assignment of Leases (if such item is a document separate from the
Mortgage) and (c) any other recorded document relating to the subject
Mortgage Loan otherwise included in the Mortgage File, in favor of LaSalle
Bank National Association, as trustee for the registered holders of ML-CFC
Commercial Mortgage Trust 2006-3, Commercial Mortgage Pass-Through
Certificates, Series 2006-3 (or, in the case of a Loan Combination, in
favor of LaSalle Bank National Association, as trustee for the registered
holders of ML-CFC Commercial Mortgage Trust 2006-3, Commercial Mortgage
Pass-Through Certificates, Series 2006-3, and in its capacity as lead
lender on behalf of the holder(s) of the related Non-Trust Loan(s)), or in
blank;
(v) an original assignment of all unrecorded documents relating
to the Mortgage Loan (to the extent not already assigned pursuant to
clause (iv) above) in favor of LaSalle Bank National Association, as
trustee for the registered holders of ML-CFC Commercial Mortgage Trust
2006-3, Commercial Mortgage Pass-Through Certificates, Series 2006-3 (or,
in the case of a Loan Combination, in favor of LaSalle Bank National
Association, as trustee for the registered holders of ML-CFC Commercial
Mortgage Trust 2006-3, Commercial Mortgage Pass-Through Certificates,
Series 2006-3, and in its
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capacity as lead lender on behalf of the holder of the related Non-Trust
Loan(s)), or in blank;
(vi) originals or copies of any consolidation, assumption,
substitution and modification agreements in those instances where the
terms or provisions of the Mortgage or Mortgage Note have been
consolidated or modified or the subject Mortgage Loan has been assumed;
(vii) the original or a copy of the policy or certificate of
lender's title insurance or, if such policy has not been issued or
located, an original or copy of an irrevocable, binding commitment (which
may be a pro forma policy or a marked version of the policy that has been
executed by an authorized representative of the title company or an
agreement to provide the same pursuant to binding escrow instructions
executed by an authorized representative of the title company) to issue
such title insurance policy;
(viii) any filed copies or other evidence of filing of any prior
UCC Financing Statements in favor of the originator of the subject
Mortgage Loan or in favor of any assignee prior to the Trustee (but only
to the extent the Seller had possession of such UCC Financing Statements
prior to the Closing Date) and, if there is an effective UCC Financing
Statement in favor of the Seller on record with the applicable public
office for UCC Financing Statements, a UCC Financing Statement assignment,
in form suitable for filing in favor of LaSalle Bank National Association,
as trustee for the registered holders of ML-CFC Commercial Mortgage Trust
2006-3, Commercial Mortgage Pass-Through Certificates, Series 2006-3, as
assignee (or, in the case of a Loan Combination, in favor of LaSalle Bank
National Association, as trustee for the registered holders of ML-CFC
Commercial Mortgage Trust 2006-3, Commercial Mortgage Pass-Through
Certificates, Series 2006-3, and in its capacity as lead lender on behalf
of the holder of the related Non-Trust Loan(s)), or in blank;
(ix) an original or a copy of any Ground Lease, guaranty or
ground lessor estoppel;
(x) an original or a copy of any intercreditor agreement
relating to permitted debt of the Mortgagor and any intercreditor
agreement relating to mezzanine debt related to the Mortgagor;
(xi) an original or a copy of any loan agreement, any escrow or
reserve agreement, any security agreement, any management agreement, any
agreed upon procedures letter, any lockbox or cash management agreements,
any environmental reports or any letter of credit (which letter of credit
shall not be delivered in original from to the Trustee, but rather to the
applicable Master Servicer), in each case relating to the subject Mortgage
Loan;
(xii) with respect to a Mortgage Loan secured by a hospitality
property, a signed copy of any franchise agreement and/or franchisor
comfort letter; and
(xiii) if such Trust Mortgage Loan is part of a Loan Combination,
an original or a copy of the related Loan Combination Intercreditor
Agreement.
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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 following filing; provided, that in those
instances where the public recording office retains the original assignment of
Mortgage or assignment of Assignment of Leases, the Recording/Filing Agent shall
obtain therefrom a certified copy of the recorded original. If any such document
or instrument is lost or returned unrecorded or unfiled, as the case may be,
because of a defect therein, then the Seller shall prepare a substitute therefor
or cure such defect or cause such to be done, as the case may be, and the Seller
shall deliver such substitute or corrected document or instrument to the Trustee
(or, if the Mortgage Loan is then no longer subject to the Pooling and Servicing
Agreement, to the then holder of such Mortgage Loan).
The Seller shall bear the out-of-pocket costs and expenses of all
such recording, filing and delivery contemplated in the preceding paragraph,
including, without limitation, any costs and expenses that may be incurred by
the Trustee in connection with any such recording, filing or delivery performed
by the Trustee at the Seller's request and the fees of the Recording/Filing
Agent.
(e) All such other relevant documents and records that (a)
relate to the administration or servicing of the Mortgage Loans, (b) are
reasonably necessary for the ongoing administration and/or servicing of such
Mortgage Loans by the applicable Master Servicer in connection with its duties
under the Pooling and Servicing Agreement, and (c) are in the possession or
under the control of the Seller, together with all unapplied escrow amounts and
reserve amounts in the possession or under the control of the Seller that relate
to the Mortgage Loans, shall be delivered or caused to be delivered by the
Seller to the applicable Master Servicer (or, at the direction of such Master
Servicer, to the appropriate sub-servicer); provided that the Seller shall not
be required to deliver any draft documents, privileged or other communications,
credit underwriting, legal or other due diligence analyses, credit committee
briefs or memoranda or other internal approval documents or data or internal
worksheets, memoranda, communications or evaluations.
The Seller agrees to use reasonable efforts to deliver to the Trustee, for
its administrative convenience in reviewing the Mortgage Files, a mortgage loan
checklist for each Mortgage Loan. The foregoing sentence notwithstanding, the
failure of the Seller to deliver a mortgage
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loan checklist or a complete mortgage loan checklist shall not give rise to any
liability whatsoever on the part of the Seller to the Purchaser, the Trustee or
any other person because the delivery of the mortgage loan checklist is being
provided to the Trustee solely for its administrative convenience.
(f) The Seller shall take such actions as are reasonably
necessary to assign or otherwise grant to the Trust Fund the benefit of any
letters of credit in the name of the Seller, which secure any Mortgage Loan.
(g) On or before the Closing Date, the Seller shall provide to
the applicable Master Servicer, the initial data (as of the Cut-off Date or the
most recent earlier date for which such data is available) contemplated by the
CMSA Loan Setup File, the CMSA Loan Periodic Update File, the CMSA Operating
Statement Analysis Report and the CMSA Property File.
SECTION 3. Representations, Warranties and Covenants of Seller.
(a) The Seller hereby represents and warrants to and covenants
with the Purchaser, as of the date hereof, that:
(i) The Seller is a corporation duly organized, validly existing
and in good standing under the laws of the State of California and the
Seller has taken all necessary corporate action to authorize the
execution, delivery and performance of this Agreement by it, and has the
power and authority to execute, deliver and perform this Agreement and all
transactions contemplated hereby.
(ii) This Agreement has been duly and validly authorized,
executed and delivered by the Seller, all requisite action by the Seller's
directors and officers has been taken in connection therewith, and
(assuming the due authorization, execution and delivery hereof by the
Purchaser) this Agreement constitutes the valid, legal and binding
agreement of the Seller, enforceable against the Seller in accordance with
its terms, except as such enforcement may be limited by (A) laws relating
to bankruptcy, insolvency, fraudulent transfer, reorganization,
receivership, conservatorship or moratorium, (B) other laws relating to or
affecting the rights of creditors generally, or (C) general equity
principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law).
(iii) The execution and delivery of this Agreement by the Seller
and the Seller's performance and compliance with the terms of this
Agreement will not (A) violate the Seller's certificate of incorporation
or bylaws, (B) violate any law or regulation or any administrative decree
or order to which it is subject if compliance therewith is necessary (1)
to ensure the enforceability of this Agreement or (2) for the Seller to
perform its duties and obligations under this Agreement, or (C) constitute
a default (or an event which, with notice or lapse of time, or both, would
constitute a default) under, or result in the breach of, any material
contract, agreement or other instrument to which the Seller is a party or
by which the Seller is bound, which default might have consequences that
would, in the Seller's reasonable and good faith judgment, materially and
adversely affect the condition (financial or other) or operations of the
Seller or its properties or materially and adversely affect its
performance hereunder.
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(iv) The Seller is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal,
state, municipal or other governmental agency or body, which default might
have consequences that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the condition (financial or
other) or operations of the Seller or its properties or materially and
adversely affect its performance hereunder.
(v) The Seller is not a party to or bound by any agreement or
instrument or subject to any certificate of incorporation, bylaws or any
other corporate restriction or any judgment, order, writ, injunction,
decree, law or regulation that would, in the Seller's reasonable and good
faith judgment, materially and adversely affect the ability of the Seller
to perform its obligations under this Agreement or that requires the
consent of any third person to the execution of this Agreement or the
performance by the Seller of its obligations under this Agreement (except
to the extent such consent has been obtained).
(vi) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Seller of or compliance by the Seller with this
Agreement or the consummation of the transactions contemplated by this
Agreement except as have previously been obtained, and no bulk sale law
applies to such transactions.
(vii) None of the sale of the Mortgage Loans by the Seller, the
transfer of the Mortgage Loans to the Trustee, and the execution, delivery
or performance of this Agreement by the Seller, results or will result in
the creation or imposition of any lien on any of the Seller's assets or
property that would have a material adverse effect upon the Seller's
ability to perform its duties and obligations under this Agreement or
materially impair the ability of the Purchaser to realize on the Mortgage
Loans.
(viii) There is no action, suit, proceeding or investigation
pending or to the knowledge of the Seller, threatened against the Seller
in any court or by or before any 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.
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(x) The Prospectus Supplement contains all the information that
is required to be provided in respect of the Seller (that arise from its
role as "sponsor" (within the meaning of Regulation AB)), the Mortgage
Loans, the related Mortgagors and the related Mortgaged Properties
pursuant to Regulation AB. For purpose of this Agreement, "Regulation AB"
shall mean Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17
C.F.R. ss.ss.229.1100-229.1123, as such may be amended from time to time,
and subject to such clarification and interpretation as have been provided
by the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7,
2005)) or by the staff of the Commission, or as may be provided by the
Commission or its staff from time to time.
(b) The Seller hereby makes the representations and warranties
contained in Schedule I hereto for the benefit of the Purchaser and the Trustee
for the benefit of the 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 discovers or 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 such discovery or receipt of such notice (or, in the case of a
Document Defect or Breach relating to a Mortgage Loan not being a "qualified
mortgage" within the meaning of the REMIC Provisions (a "Qualified Mortgage"),
not later than 90 days from any party to the Pooling and Servicing Agreement
discovering such Document Defect or Breach, provided the Seller receives such
notice in a timely manner), if such Document Defect or Breach materially and
adversely affects the value of the related Mortgage Loan or the interests of the
Certificateholders therein, cure such Document Defect or Breach, as the case may
be, in all material respects, which shall include payment of losses and any
Additional Trust Fund Expenses associated therewith or, if such Document Defect
or Breach (other than omissions due solely to a document not having been
returned by the related recording office) cannot be cured within such 90-day
period, (i) repurchase the affected Mortgage Loan (which, for the purposes of
this clause (i), shall include an REO Loan) at the applicable Purchase Price (as
defined in the Pooling and Servicing Agreement) not later than the end of such
90-day period or (ii) substitute a Qualified Substitute Mortgage Loan for such
affected Mortgage Loan (which, for purposes of this clause (ii), shall include
an REO Loan) not later than the end of such 90-day period (and in no event later
than the second anniversary of the Closing Date) and pay the applicable Master
Servicer for deposit into its Collection Account any Substitution Shortfall
Amount in connection therewith; provided, however, that, unless the Document
Defect or Breach would cause the Mortgage Loan not to be a Qualified Mortgage,
if such Document Defect or Breach is capable of being cured but not within such
90-day period and the Seller has commenced and is diligently proceeding with the
cure of such Document Defect or Breach within such 90-day period, the Seller
shall have an additional 90 days to complete such cure (or, failing such cure,
to repurchase or substitute the related Mortgage Loan (which, for purposes of
such repurchase or substitution, shall include an REO Loan)); and provided,
further, that with respect to such additional 90-day period, the Seller shall
have delivered an officer's certificate to the Trustee setting forth the
reason(s) such Document Defect or Breach is not capable of being cured within
the initial 90-day period and what actions the Seller is pursuing in connection
with the cure thereof and stating that the Seller anticipates that such Document
Defect or Breach will
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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 Mortgagor
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 weighted average
debt service coverage ratio for all such Crossed Loans, including the affected
Crossed Loan, for the four calendar quarters immediately preceding such
repurchase or substitution, and (2) the weighted average loan to-value ratio for
the remaining Crossed Loans, determined at the time of repurchase or
substitution, based upon an appraisal obtained by the Special Servicer at the
expense of the Seller shall not be greater than the weighted average
loan-to-value ratio for all such Crossed Loans, including the affected Crossed
Loan determined at the time of repurchase or substitution, based upon an
appraisal obtained by the Special Servicer at the expense of the Seller;
provided, that if such debt service coverage and loan-to-value criteria are
satisfied, any other Crossed Loan (that is not the Crossed Loan directly
affected by the subject Document Defect or Breach), shall be released from its
cross-collateralization and cross-default provision so long as such Crossed Loan
(that is not the Crossed Loan directly affected by the subject Document Defect
or Breach) is held in the Trust Fund; and provided, further, that the repurchase
or replacement of less than all such Crossed Loans and the release of any
Crossed Loan from a cross-collateralization and cross-default provision shall be
further subject to (i) 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 and (ii) the
consent of the Controlling Class Representative (if one is then acting), which
consent shall not be unreasonably withheld or delayed. In the event that one or
more of such other Crossed Loans satisfy the aforementioned criteria, the Seller
may elect either to repurchase or substitute for only the affected Crossed Loan
as to which the related Document Defect or Breach exists or to repurchase or
substitute for all of the Crossed Loans in the related Crossed Loan Group. All
documentation relating to the termination of the cross-collateralization
provisions of a Crossed Loan being repurchased shall be prepared at the expense
of the Seller and, where required, with the consent of the related Mortgagor.
For a period of two years from the Closing Date, so long as there remains any
Mortgage File relating to a Mortgage Loan as to
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which there is any uncured Document Defect or Breach known to the Seller that
existed as of the Closing Date, the Seller shall provide, once every 90 days,
the officer's certificate to the Trustee described above as to the reason(s)
such Document Defect or Breach remains uncured and as to the actions being taken
to pursue cure; provided, however, that, without limiting the effect of the
foregoing provisions of this Section 3(c), if such Document Defect or Breach
shall materially and adversely affect the value of such Mortgage Loan or the
interests of the holders of the Certificates therein (subject to the second and
third provisos in the sole sentence of the preceding paragraph), the Seller
shall in all cases on or prior to the second anniversary of the Closing Date
either cause such Document Defect or Breach to be cured or repurchase or
substitute for the affected Mortgage Loan. The delivery of a commitment to issue
a policy of lender's title insurance as described in representation 8 set forth
on Schedule I hereto in lieu of the delivery of the actual policy of lender's
title insurance shall not be considered a Document Defect or Breach with respect
to any Mortgage File if such actual policy of insurance is delivered to the
Trustee or a Custodian on its behalf not later than the 180th day following the
Closing Date.
To the extent that the Seller is required to repurchase or
substitute for a Crossed Loan hereunder in the manner prescribed above in this
Section 3(c) while the Trustee continues to hold any other Crossed Loans in such
Crossed Loan Group, the Seller and the Purchaser shall not enforce any remedies
against the other's Primary Collateral (as defined below), but each is permitted
to exercise remedies against the Primary Collateral securing its respective
Crossed Loan(s), so long as such exercise does not materially impair the ability
of the other party to exercise its remedies against the Primary Collateral
securing the Crossed Loan(s) held thereby.
If the exercise by one party would materially impair the ability of
the other party to exercise its remedies with respect to the Primary Collateral
securing the Crossed Loan(s) held by such party, then the Seller and the
Purchaser shall forbear from exercising such remedies until the Mortgage Loan
documents evidencing and securing the relevant Crossed Loans can be modified in
a manner consistent with this Agreement to remove the threat of material
impairment as a result of the exercise of remedies or some other mutually agreed
upon accommodation can be reached. Any reserve or other cash collateral or
letters of credit securing the Crossed Loans shall be allocated between such
Crossed Loans in accordance with the Mortgage Loan documents, or, if the related
Mortgage Loan documents do not so provide, then on a pro rata basis based upon
their outstanding Stated Principal Balances. Notwithstanding the foregoing, if a
Crossed Loan is modified to terminate the related cross-collateralization and/or
cross-default provisions, the Seller shall furnish to the Trustee an Opinion of
Counsel that such modification shall not cause an Adverse REMIC Event.
For purposes hereof, "Primary Collateral" shall mean the Mortgaged
Property directly securing a Crossed Loan and excluding any property as to which
the related lien may only be foreclosed upon by exercise of
cross-collateralization provisions of such Mortgage Loans.
Notwithstanding any of the foregoing provisions of this Section
3(c), if there is a Document Defect or Breach (which Document Defect or Breach
materially and adversely affects the value of the related Mortgage Loan or the
interests of the Certificateholders therein) with respect to one or more
Mortgaged Properties with respect to a Mortgage Loan, the Seller shall not be
obligated to repurchase or substitute the Mortgage Loan if (i) the affected
Mortgaged
10
Property(ies) may be released pursuant to the terms of any partial release
provisions in the related Mortgage Loan documents (and such Mortgaged
Property(ies) are, in fact, released) and to the extent not covered by the
applicable release price (if any) required under the related Mortgage Loan
documents, the Seller pays (or causes to be paid) any additional amounts
necessary to cover all reasonable out-of-pocket expenses reasonably incurred by
the applicable Master Servicer, the Special Servicer, the Trustee or the Trust
Fund in connection with such release, (ii) the remaining Mortgaged Property(ies)
satisfy the requirements, if any, set forth in the Mortgage Loan documents and
the Seller provides an opinion of counsel to the effect that such release would
not cause either of REMIC I or REMIC II to fail to qualify as a REMIC under the
Code or result in the imposition of any tax on "prohibited transactions" or
"contributions" after the Startup Day under the REMIC Provisions and (iii) each
Rating Agency then rating the Certificates shall have provided written
confirmation that such release would not cause the then-current ratings of the
Certificates rated by it to be qualified, downgraded or withdrawn.
The foregoing provisions of this Section 3(c) notwithstanding, the
Purchaser's sole remedy (subject to the last sentence of this paragraph) for a
breach of representation 30 set forth on Schedule I hereto shall be the cure of
such breach by the Seller, which cure shall be effected through the payment by
the Seller of such costs and expenses (without regard to whether such costs and
expenses are material or not) specified in such representation that have not, at
the time of such cure, been received by the applicable Master Servicer or the
Special Servicer from the related Mortgagor and not a repurchase or substitution
of the related Mortgage Loan. Following the Seller's remittance of funds in
payment of such costs and expenses, the Seller shall be deemed to have cured the
breach of representation 30 in all respects. To the extent any fees or expenses
that are the subject of a cure by the Seller are subsequently obtained from the
related Mortgagor, the cure payment made by the Seller shall be returned to the
Seller. Notwithstanding the prior provisions of this paragraph, the Seller,
acting in its sole discretion, may effect a repurchase or substitution (in
accordance with the provisions of this Section 3(c) setting forth the manner in
which a Mortgage Loan may be repurchased or substituted) of a Mortgage Loan, as
to which representation 30 set forth on Schedule I has been breached, in lieu of
paying the costs and expenses that were the subject of the breach of
representation 30 set forth on Schedule I.
(d) In connection with any permitted repurchase or substitution
of one or more Mortgage Loans contemplated hereby, upon receipt of a certificate
from a Servicing Officer certifying as to the receipt of the applicable Purchase
Price (as defined in the Pooling and Servicing Agreement) or Substitution
Shortfall Amount(s), as applicable, in the applicable Master Servicer's
Collection Account, and, if applicable, the delivery of the Mortgage File(s) and
the Servicing File(s) for the related Qualified Substitute Mortgage Loan(s) to
the Custodian and the applicable Master Servicer, respectively, (i) the Trustee
shall be required to execute and deliver such endorsements and assignments as
are provided to it by the applicable Master Servicer or the Seller, in each case
without recourse, representation or warranty, as shall be necessary to vest in
the Seller the legal and beneficial ownership of each repurchased Mortgage Loan
or substituted Mortgage Loan, as applicable, (ii) the Trustee, the Custodian,
the applicable Master Servicer and the Special Servicer shall each tender to the
Seller, upon delivery to each of them of a receipt executed by the Seller, all
portions of the Mortgage File and other documents pertaining to such Mortgage
Loan possessed by it, and (iii) the applicable Master Servicer and
11
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 this Section 3.
SECTION 4. Representations, Warranties and Covenants of the
Purchaser. In order to induce the Seller to enter into this Agreement, the
Purchaser hereby represents, warrants and covenants for the benefit of the
Seller as of the date hereof that:
(a) The Purchaser is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and the
Purchaser has taken all necessary corporate action to authorize the execution,
delivery and performance of this Agreement by it, and has the power and
authority to execute, deliver and perform this Agreement and all transactions
contemplated hereby.
(b) This Agreement has been duly and validly authorized,
executed and delivered by the Purchaser, all requisite action by the Purchaser's
directors and officers has been taken in connection therewith, and (assuming the
due authorization, execution and delivery hereof by the Seller) this Agreement
constitutes the valid, legal and binding agreement of the Purchaser, enforceable
against the Purchaser in accordance with its terms, except as such enforcement
may be limited by (A) laws relating to bankruptcy, insolvency, fraudulent
transfer, reorganization, receivership, conservatorship or moratorium, (B) other
laws relating to or affecting the rights of creditors generally, or (C) general
equity principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law).
(c) The execution and delivery of this Agreement by the
Purchaser and the Purchaser's performance and compliance with the terms of this
Agreement will not (A) violate the Purchaser's articles of incorporation or
bylaws, (B) violate any law or regulation or any
12
administrative decree or order to which it is subject if compliance therewith is
necessary (1) to ensure the enforceability of this Agreement or (2) for the
Purchaser to perform its duties and obligations under this Agreement or (C)
constitute a default (or an event which, with notice or lapse of time, or both,
would constitute a default) under, or result in the breach of, any material
contract, agreement or other instrument to which the Purchaser is a party or by
which the Purchaser is bound, which default might have consequences that would,
in the Purchaser's reasonable and good faith judgment, materially and adversely
affect the condition (financial or other) or operations of the Purchaser or its
properties or have consequences that would materially and adversely affect its
performance hereunder.
(d) The Purchaser is not a party to or bound by any agreement or
instrument or subject to any certificate of incorporation, bylaws or any other
corporate restriction or any judgment, order, writ, injunction, decree, law or
regulation that would, in the Purchaser's reasonable and good faith judgment,
materially and adversely affect the ability of the Purchaser to perform its
obligations under this Agreement or that requires the consent of any third
person to the execution of this Agreement or the performance by the Purchaser of
its obligations under this Agreement (except to the extent such consent has been
obtained).
(e) Except as may be required under federal or state securities
laws (and which will be obtained on a timely basis), no consent, approval,
authorization or order of, registration or filing with, or notice to, any
governmental authority or court, is required, under federal or state law, for
the execution, delivery and performance by the Purchaser of, or compliance by
the Purchaser with, this Agreement, or the consummation by the Purchaser of any
transaction described in this Agreement.
(f) Under GAAP and for federal income tax purposes, the
Purchaser will report the transfer of the Mortgage Loans by the Seller to the
Purchaser as a sale of the Mortgage Loans to the Purchaser in exchange for
consideration consisting of a cash amount equal to the aggregate Purchase
Consideration.
(g) There is no action, suit, proceeding or investigation
pending or to the knowledge of the Purchaser, threatened against the Purchaser
in any court or by or before any other governmental agency or instrumentality
which would materially and adversely affect the validity of this Agreement or
any action taken in connection with the obligations of the Purchaser
contemplated herein, or which would be likely to impair materially the ability
of the Purchaser to enter into and/or perform under the terms of this Agreement.
(h) The Purchaser is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,
municipal or other governmental agency or body, which default might have
consequences that would, in the Purchaser's reasonable and good faith judgment,
materially and adversely affect the condition (financial or other) or operations
of the Purchaser or its properties or might have consequences that would
materially and adversely affect its performance hereunder.
SECTION 5. Closing. The closing of the sale of the Mortgage Loans
(the "Closing") shall be held at the offices of Sidley Austin LLP on the Closing
Date. The Closing shall be subject to each of the following conditions:
13
(a) All of the representations and warranties of the Seller set
forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of
the representations and warranties of the Purchaser set forth in Section 4 of
this Agreement shall be true and correct in all material respects as of the
Closing Date;
(b) All documents specified in Section 6 of this Agreement (the
"Closing Documents"), in such forms as are agreed upon and acceptable to the
Purchaser, the Seller, the Underwriters and their respective counsel in their
reasonable discretion, shall be duly executed and delivered by all signatories
as required pursuant to the respective terms thereof;
(c) The Seller shall have delivered and released to the Trustee
(or a Custodian on its behalf) and the applicable Master Servicer, respectively,
all documents represented to have been or required to be delivered to the
Trustee and such Master Servicer pursuant to Section 2 of this Agreement;
(d) All other terms and conditions of this Agreement required to
be complied with on or before the Closing Date shall have been complied with in
all material respects and the Seller and the Purchaser shall have the ability to
comply with all terms and conditions and perform all duties and obligations
required to be complied with or performed after the Closing Date;
(e) The Seller shall have paid all fees and expenses payable by
it to the Purchaser or otherwise pursuant to this Agreement as of the Closing
Date;
(f) One or more letters from the independent accounting firm of
Ernst & Young LLP in form satisfactory to the Purchaser and relating to certain
information regarding the Mortgage Loans and Certificates as set forth in the
Prospectus (as defined in Section 6(d) of this Agreement) and Prospectus
Supplement (as defined in Section 6(d) of this Agreement), respectively; and
(g) The Seller shall have executed and delivered concurrently
herewith that certain Indemnification Agreement, dated as of September 22, 2006,
among the Seller, Xxxxxxx Xxxxx Mortgage Lending, Inc., PNC Bank, National
Association, the Purchaser, the Underwriters and the Initial Purchasers. Both
parties agree to use their best reasonable efforts to perform their respective
obligations hereunder in a manner that will enable the Purchaser to purchase the
Mortgage Loans on the Closing Date.
SECTION 6. Closing Documents. The Closing Documents shall consist
of the following:
(a) (i) This Agreement duly executed by the Purchaser and the
Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties
thereto and (iii) the agreement(s) pursuant to which the servicing rights with
respect to the Mortgage Loans are being sold to the applicable Master Servicer
(such agreement(s), individually or collectively, as the case may be, "Servicing
Rights Purchase Agreement");
(b) An officer's certificate of the Seller, executed by a duly
authorized officer of the Seller and dated the Closing Date, and upon which the
Purchaser, the Underwriters and the
14
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 Free Writing Prospectus and nothing has come to his/her
attention that would lead him/her to believe that the Specified Portions of the
Free Writing Prospectus, as of the Time of Sale or as of the Closing Date,
included or include any untrue statement of a material fact relating to the
Mortgage Loans or omitted or omit to state therein a material fact necessary in
order to make the statements therein relating to the Mortgage Loans, in light of
the circumstances under which they were made, not misleading, (ii) such officer
has carefully examined the Specified Portions (as defined below) of the
Prospectus Supplement and nothing has come to his/her attention that would lead
him/her to believe that the Specified Portions of the Prospectus Supplement, as
of the date of the Prospectus Supplement or as of the Closing Date, included or
include any untrue statement of a material fact relating to the Mortgage Loans
or omitted or omit to state therein a material fact necessary in order to make
the statements therein relating to the Mortgage Loans, in light of the
circumstances under which they were made, not misleading, and (iii) such officer
has carefully examined the Specified Portions (as defined below) of the
Memorandum (pursuant to which certain classes of the Private Certificates are
being privately offered) and nothing has come to his/her attention that would
lead him/her to believe that the Specified Portions of the Memorandum, as of the
date thereof or as of the Closing Date, included or include any untrue statement
of a material fact relating to the Mortgage Loans or omitted or omit to state
therein a material fact necessary in order to make the statements therein
related to the Mortgage Loans, in the light of the circumstances under which
they were made, not misleading.
The "Specified Portions" of the Free Writing Prospectus shall
consist of Annex A-1 (as contained in each of the September 13, 2006 Free
Writing Prospectus and the September 15, 2006 Revised Annex A-1 Free Writing
Prospectus) 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 Free Writing Prospectus,
entitled "Certain Statistical Information Regarding the Mortgage Loans" (insofar
as the information contained in Annex A-2 relates to the Mortgage Loans sold by
the Seller hereunder), Annex B to the Free Writing Prospectus entitled "Certain
Characteristics Regarding Multifamily
15
Properties" (insofar as the information contained in Annex B relates to the
Mortgage Loans sold by the Seller hereunder), Annex C to the Free Writing
Prospectus, entitled "Preliminary Structural and Collateral Term Sheet" (as
modified by the September 15, 2006 Term sheet and insofar as the information
contained in Annex C relates to the Mortgage Loans sold by the Seller
hereunder), the CD-ROM which accompanies the Free Writing Prospectus (insofar as
such CD-ROM is consistent with Annex X-0, Xxxxx X-0 and/or Annex B), and the
following sections of the Free Writing Prospectus (only to the extent that any
such information relates to the Seller or the Mortgage Loans sold by the Seller
hereunder and exclusive of any statements in such sections that purport to
describe the servicing and administration provisions of the Pooling and
Servicing Agreement and exclusive of aggregated numerical information that
includes the Other Mortgage Loans): "Summary of Offering Prospectus--Relevant
Parties--Sponsors/Mortgage Loan Sellers", "Summary of Offering Prospectus--The
Mortgage Loans and the Mortgaged Real Properties", "Risk Factors--Risks Related
to the Mortgage Loans", "Description of the Mortgage Pool", "Transaction
Participants--The Sponsors" and "Affiliations and Certain Relationships and
Related Transactions".
The "Specified Portions" of the Prospectus Supplement shall consist
of Annex A-1 thereto, entitled "Certain Characteristics of the Mortgage Loans"
(insofar as the information contained in Annex A-1 relates to the Mortgage Loans
sold by the Seller hereunder), Annex A-2 to the Prospectus Supplement, entitled
"Certain Statistical Information Regarding the Mortgage Loans" (insofar as the
information contained in Annex A-2 relates to the Mortgage Loans sold by the
Seller hereunder), Annex B to the Prospectus Supplement entitled "Certain
Characteristics Regarding Multifamily Properties" (insofar as the information
contained in Annex B relates to the Mortgage Loans sold by the Seller
hereunder), Annex C to the Prospectus Supplement, entitled "Description of the
Ten Largest Mortgage Loans or Groups of Cross-Collateralized Mortgage Loans"
(insofar as the information contained in Annex C relates to the Mortgage Loans
sold by the Seller hereunder), the CD-ROM which accompanies the Prospectus
Supplement (insofar as such CD-ROM is consistent with Annex X-0, Xxxxx X-0
and/or Annex B), and the following sections of the Prospectus Supplement (only
to the extent that any such information relates to the Seller or the Mortgage
Loans sold by the Seller hereunder and exclusive of any statements in such
sections that purport to describe the servicing and administration provisions of
the Pooling and Servicing Agreement and exclusive of aggregated numerical
information that includes the Other Mortgage Loans): "Summary of Prospectus
Supplement--Relevant Parties--Sponsors/Mortgage Loan Sellers", "Summary of
Prospectus Supplement--The Mortgage Loans and the Mortgaged Real Properties",
"Risk Factors--Risks Related to the Mortgage Loans", "Description of the
Mortgage Pool", "Transaction Participants--The Sponsors" and "Affiliations and
Certain Relationships and Related Transactions".
The "Specified Portions" of the Memorandum shall consist of the
Specified Portions of the Prospectus Supplement (as attached as an exhibit to
the Memorandum).
For purposes of this Section 6(d) and this Agreement, the following
terms have the meanings set forth below:
"Free Writing Prospectus" means the Offering Prospectus dated
September 13, 2006 (the "September 13, 2006 Free Writing Prospectus"), and
relating to the Publicly-Offered
16
Certificates, as supplemented and amended by those certain free writing
prospectuses (the first pages of which are attached hereto as Schedule III)
comprised of a revised Annex A-1 to the Offering Prospectus that was distributed
to potential investors in the Publicly-Offered Certificates by e-mail on
September 15, 2006 (the "September 15, 2006 Revised Annex A-1 Free Writing
Prospectus") and a revised preliminary and structural term sheet that was
distributed to potential investors in the Publicly Offered Certificates by
e-mail on September 15, 2006 (the "September 15, 2006 Term Sheet");
"Memorandum" means the confidential Private Placement Memorandum
dated September 22, 2006, and relating to the Private Certificates;
"Prospectus" means the prospectus dated September 13, 2006.
"Prospectus Supplement" means the prospectus supplement dated 22,
2006, that supplements the Prospectus and relates to the Publicly-Offered
Certificates; and
"Time of Sale" means September 22, 2006, at 11:15 a.m.
(e) Each of: (i) the resolutions of the Seller's board of
directors or a committee thereof authorizing the Seller's entering into the
transactions contemplated by this Agreement, (ii) the certificate of
incorporation and bylaws of the Seller, and (iii) a certificate of good standing
of the Seller issued by the State of California not earlier than 30 days prior
to the Closing Date;
(f) A written opinion of counsel for the Seller relating to
organizational and enforceability matters (which opinion may be from in-house
counsel, outside counsel or a combination thereof), reasonably satisfactory to
the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and
addressed to the Purchaser, the Trustee, the Underwriters, the Initial
Purchasers and each of the Rating Agencies, together with such other written
opinions, including as to insolvency matters, as may be required by the Rating
Agencies; and
(g) Such further certificates, opinions and documents as the
Purchaser may reasonably request prior to the Closing Date.
SECTION 7. Costs. Whether or not this Agreement is terminated, both
the Seller and the Purchaser shall pay their respective share of the transaction
expenses incurred in connection with the transactions contemplated herein as set
forth in the closing statement prepared by the Purchaser and delivered to and
approved by the Seller on or before the Closing Date, and in the memorandum of
understanding to which the Seller and the Purchaser (or an affiliate thereof)
are parties with respect to the transactions contemplated by this Agreement.
SECTION 8. Grant of a Security Interest. It is the express intent
of the parties hereto that the conveyance of the Mortgage Loans by the Seller to
the Purchaser as provided in Section 2 of this Agreement be, and be construed
as, a sale of the Mortgage Loans by the Seller to the Purchaser and not as a
pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or
other obligation of the Seller. However, if, notwithstanding the aforementioned
intent of the parties, the Mortgage Loans are held to be property of the Seller,
then, (a) it is the express intent of the parties that such conveyance be deemed
a pledge of the Mortgage Loans by
17
the Seller to the Purchaser to secure a debt or other obligation of the Seller,
and (b) (i) this Agreement shall also be deemed to be a security agreement
within the meaning of Article 9 of the UCC of the applicable jurisdiction; (ii)
the conveyance provided for in Section 2 of this Agreement shall be deemed to be
a grant by the Seller to the Purchaser of a security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans, and all amounts
payable to the holder of the Mortgage Loans in accordance with the terms
thereof, and all proceeds of the conversion, voluntary or involuntary, of the
foregoing into cash, instruments, securities or other property, including
without limitation, all amounts, other than investment earnings (other than
investment earnings required by Section 3.19(a) of the Pooling and Servicing
Agreement to offset Prepayment Interest Shortfalls), from time to time held or
invested in the applicable Master Servicer's Collection Account, the
Distribution Account or, if established, the REO Account whether in the form of
cash, instruments, securities or other property; (iii) the assignment to the
Trustee of the interest of the Purchaser as contemplated by Section 1 of this
Agreement shall be deemed to be an assignment of any security interest created
hereunder; (iv) the possession by the Trustee or any of its agents, including,
without limitation, the Custodian, of the Mortgage Notes, and such other items
of property as constitute instruments, money, negotiable documents or chattel
paper shall be deemed to be possession by the secured party for purposes of
perfecting the security interest pursuant to Section 9-313 of the UCC of the
applicable jurisdiction; and (v) notifications to persons (other than the
Trustee) holding such property, and acknowledgments, receipts or confirmations
from persons (other than the Trustee) holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the secured party for the
purpose of perfecting such security interest under applicable law. The Seller
and the Purchaser shall, to the extent consistent with this Agreement, take such
actions as may be necessary to ensure that, if this Agreement were deemed to
create a security interest in the Mortgage Loans, such security interest would
be deemed to be a perfected security interest of first priority under applicable
law and will be maintained as such throughout the term of this Agreement and the
Pooling and Servicing Agreement. The Seller does hereby consent to the filing by
the Purchaser of financing statements relating to the transactions contemplated
hereby without the signature of the Seller.
SECTION 9. Notice of Exchange Act Reportable Events. The Seller
hereby agrees to deliver to the Purchaser any disclosure information relating to
any event, specifically relating to the Seller, reasonably determined in good
faith by the Purchaser as required to be reported on Form 8-K, Form 10-D or Form
10-K by the Trust Fund (in formatting reasonably appropriate for inclusion in
such form) insofar as such disclosure is required under Item 1117 or 1119 of
Regulation AB or Item 1.03 to Form 8-K. The Seller shall use reasonable efforts
to deliver proposed disclosure language relating to any event, specifically
relating to the Seller, described under Item 1117 or 1119 of Regulation AB or
Item 1.03 to Form 8-K to the Purchaser as soon as reasonably practicable after
the Seller becomes aware of such event and in no event more than (2) business
days following the occurrence of such event if such event is reportable under
Item 1.03 to Form 8-K. The obligation of the Seller to provide the above
referenced disclosure materials in any fiscal year of the Trust will terminate
upon the Trustee's filing a Form 15 with respect to the Trust as to that fiscal
year in accordance with Section 8.16 of the Pooling and Servicing Agreement or
the reporting requirements with respect to the Trust under the Securities
Exchange Act of 1934, as amended (the "1934 Act") have otherwise automatically
suspended. The Seller hereby acknowledges that the information to be provided by
it pursuant to
18
this Section 9 will be used in the preparation of reports meeting the reporting
requirements of the Trust under Section 13(a) and/or Section 15(d) of the 1934
Act.
SECTION 10. Notices. All notices, copies, requests, consents,
demands and other communications required hereunder shall be in writing and sent
either by certified mail (return receipt requested) or by courier service (proof
of delivery requested) to the intended recipient at the "Address for Notices"
specified for such party on Exhibit A hereto, or as to either party, at such
other address as shall be designated by such party in a notice hereunder to the
other party. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when received, in each
case given or addressed as aforesaid.
SECTION 11. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser (and by the Purchaser to the Trustee).
SECTION 12. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any particular jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law that prohibits
or renders void or unenforceable any provision hereof.
SECTION 13. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but which together
shall constitute one and the same agreement.
SECTION 14. GOVERNING LAW; WAIVER OF TRIAL BY JURY. THIS AGREEMENT
AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO
SHALL BE GOVERNED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF NEW
YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT. THE PARTIES HERETO
HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR
OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
SECTION 15. Attorneys' Fees. If any legal action, suit or
proceeding is commenced between the Seller and the Purchaser regarding their
respective rights and
19
obligations under this Agreement, the prevailing party shall be entitled to
recover, in addition to damages or other relief, costs and expenses, attorneys'
fees and court costs (including, without limitation, expert witness fees). As
used herein, the term "prevailing party" shall mean the party that obtains the
principal relief it has sought, whether by compromise settlement or judgment. If
the party that commenced or instituted the action, suit or proceeding shall
dismiss or discontinue it without the concurrence of the other party, such other
party shall be deemed the prevailing party.
SECTION 16. Further Assurances. The Seller and the Purchaser agree
to execute and deliver such instruments and take such further actions as the
other party may, from time to time, reasonably request in order to effectuate
the purposes and to carry out the terms of this Agreement.
SECTION 17. Successors and Assigns. The rights and obligations of
the Seller under this Agreement shall not be assigned by the Seller without the
prior written consent of the Purchaser, except that any person into which the
Seller may be merged or consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Seller is a party, or any
person succeeding to all or substantially all of the business of the Seller,
shall be the successor to the Seller hereunder. The Purchaser has the right to
assign its interest under this Agreement, in whole or in part, as may be
required to effect the purposes of the Pooling and Servicing Agreement, and the
assignee shall, to the extent of such assignment, succeed to the rights and
obligations hereunder of the Purchaser. Subject to the foregoing, this Agreement
shall bind and inure to the benefit of and be enforceable by the Seller, the
Purchaser, the Underwriters (as intended third party beneficiaries hereof), the
Initial Purchasers (also as intended third party beneficiaries hereof) and their
permitted successors and assigns. This Agreement is enforceable by the
Underwriters, the Initial Purchasers and the other third party beneficiaries
hereto in all respects to the same extent as if they had been signatories
hereof.
SECTION 18. Amendments. No term or provision of this Agreement may
be waived or modified unless such waiver or modification is in writing and
signed by a duly authorized officer of the party hereto against whom such waiver
or modification is sought to be enforced. The Seller's obligations hereunder
shall in no way be expanded, changed or otherwise affected by any amendment of
or modification to the Pooling and Servicing Agreement, including, without
limitation, any defined terms therein, unless the Seller has consented to such
amendment or modification in writing.
SECTION 19. Accountants' Letters. The parties hereto shall
cooperate with Ernst & Young LLP in making available all information and taking
all steps reasonably necessary to permit such accountants to deliver the letters
required by the Underwriting Agreement and the Certificate Purchase Agreement.
SECTION 20. Knowledge. Whenever a representation or warranty or
other statement in this Agreement (including, without limitation, Schedule I
hereto) is made with respect to a Person's "knowledge," such statement refers to
such Person's employees or agents who were or are responsible for or involved
with the indicated matter and have actual knowledge of the matter in question.
20
SECTION 21. Cross-Collateralized Mortgage Loans. Each Crossed Loan
Group is identified on the Mortgage Loan Schedule. For purposes of reference,
the Mortgaged Property that relates or corresponds to any of the Mortgage Loans
in a Crossed Loan Group shall be the property identified in the Mortgage Loan
Schedule as corresponding thereto. The provisions of this Agreement, including,
without limitation, each of the representations and warranties set forth in
Schedule I hereto and each of the capitalized terms used herein but defined in
the Pooling and Servicing Agreement, shall be interpreted in a manner consistent
with this Section 21. In addition, if there exists with respect to any Crossed
Loan Group only one original of any document referred to in the definition of
"Mortgage File" in this Agreement and covering all the Mortgage Loans in such
Crossed Loan Group, the inclusion of the original of such document in the
Mortgage File for any of the Mortgage Loans in such Crossed Loan Group shall be
deemed an inclusion of such original in the Mortgage File for each such Mortgage
Loan.
[SIGNATURE PAGES TO FOLLOW]
21
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/ Xxxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: First Vice President
PURCHASER
XXXXXXX XXXXX MORTGAGE INVESTORS,
INC.
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President,
Chief Officer in Charge of
Commercial Mortgage Securitization
COUNTRYWIDE MORTGAGE LOAN PURCHASE AGREEMENT
EXHIBIT A
Seller:
Address for Notices:
Countrywide Commercial Real Estate Finance, Inc.
0000 Xxxx Xxxxxxx XX-000
Xxxxxxxxx, Xxxxxxxxxx 00000
Telephone No.: (000) 000-0000
Attention: Xxxxxx Xxxxxxxx
Purchaser:
Address for Notices:
Xxxxxxx Xxxxx Mortgage Investors, Inc.
c/o Global Commercial Real Estate
4 World Financial Center, 16th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxx
with a copy to:
Xxxxxxx Xxxxx Mortgage Investors, Inc.
c/o Global Commercial Real Estate
4 World Financial Center, 16th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Director of CMBS Securitizations
and
Xxxxxxx Xxxxx Mortgage Investors, Inc.
4 World Financial Center, 12th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel for Global
Commercial Real Estate in the Office
of the General Counsel
SCHEDULE I
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
For purposes of this Schedule I, the "Value" of a Mortgaged Property
shall mean the value of such Mortgaged Property as determined by the appraisal
(and subject to the assumptions set forth in the appraisal) performed in
connection with the origination of the related Mortgage Loan.
1. Mortgage Loan Schedule. The information set forth in the
Mortgage Loan Schedule with respect to the Mortgage Loans is true and correct in
all material respects (and contains all the items listed in the definition of
"Mortgage Loan Schedule") as of the dates of the information set forth therein
or, if not set forth therein, and in all events no earlier than, as of the
respective Cut-off Dates for the Mortgage Loans.
2. Ownership of Mortgage Loans. Immediately prior to the
transfer of the Mortgage Loans to the Purchaser, the Seller had good title to,
and was the sole owner of, each Mortgage Loan. The Seller has full right, power
and authority to transfer and assign each Mortgage Loan to or at the direction
of the Purchaser free and clear of any and all pledges, liens, charges, security
interests, participation interests and/or other interests and encumbrances
(except for certain servicing rights as provided in the Pooling and Servicing
Agreement, any permitted subservicing agreements and servicing rights purchase
agreements pertaining thereto and the rights of a holder of a related Non-Trust
Loan pursuant to a Loan Combination Intercreditor Agreement). The Seller has
validly and effectively conveyed to the Purchaser all legal and beneficial
interest in and to each Mortgage Loan free and clear of any pledge, lien,
charge, security interest or other encumbrance (except for certain servicing
rights as provided in the Pooling and Servicing Agreement, any permitted
subservicing agreements and servicing rights purchase agreements pertaining
thereto); provided that recording and/or filing of various transfer documents
are to be completed after the Closing Date as contemplated hereby and by the
Pooling and Servicing Agreement. The sale of the Mortgage Loans to the Purchaser
or its designee does not require the Seller to obtain any governmental or
regulatory approval or consent that has not been obtained. Each Mortgage Note
is, or shall be as of the Closing Date, properly endorsed to the Purchaser or
its designee and each such endorsement is, or shall be as of the Closing Date,
genuine.
3. Payment Record. No scheduled payment of principal and/or
interest under any Mortgage Loan was 30 days or more past due as of the Due Date
for such Mortgage Loan in September 2006, without giving effect to any
applicable grace period, nor was any such payment 30 days or more delinquent
since the date of origination of any Mortgage Loan, without giving effect to any
applicable grace period.
4. Lien; Valid Assignment. Each Mortgage related to and
delivered in connection with each Mortgage Loan constitutes a valid and, subject
to the limitations and exceptions set forth in representation 13 below,
enforceable first priority lien upon the related Mortgaged Property, prior to
all other liens and encumbrances, and there are no liens and/or
encumbrances that are pari passu with the lien of such Mortgage, in any event
subject, however, to the following (collectively, the "Permitted Encumbrances"):
(a) the lien for current real estate taxes, ground rents, water charges, sewer
rents and assessments not yet delinquent or accruing interest or penalties; (b)
covenants, conditions and restrictions, rights of way, easements and other
matters that are of public record and/or are referred to in the related lender's
title insurance policy (or, if not yet issued, referred to in a pro forma title
policy or a "marked-up" commitment binding upon the title insurer); (c)
exceptions and exclusions specifically referred to in such lender's title
insurance policy (or, if not yet issued, referred to in a pro forma title policy
or "marked-up" commitment binding upon the title insurer); (d) other matters to
which like properties are commonly subject; (e) the rights of tenants (as
tenants only) under leases (including subleases) pertaining to the related
Mortgaged Property; (f) if such Mortgage Loan constitutes a Cross-Collateralized
Mortgage Loan, the lien of the Mortgage for another Mortgage Loan contained in
the same Crossed Group; (g) if the related Mortgaged Property consists of one or
more units in a condominium, the related condominium declaration; and (h) the
rights of the holder of any Non-Trust Loan that is part of a related Loan
Combination to which any such Mortgage Loan belongs. The Permitted Encumbrances
do not, individually or in the aggregate, materially interfere with the security
intended to be provided by the related Mortgage, the current principal use of
the related Mortgaged Property, the Value of the Mortgaged Property or the
current ability of the related Mortgaged Property to generate income sufficient
to service such Mortgage Loan. The related assignment of such Mortgage executed
and delivered in favor of the Trustee is in recordable form (but for insertion
of the name and address of the assignee and any related recording information
which is not yet available to the Seller) and constitutes a legal, valid,
binding and, subject to the limitations and exceptions set forth in
representation 13 below, enforceable assignment of such Mortgage from the
relevant assignor to the Trustee.
5. Assignment of Leases and Rents. There exists, as part of the
related Mortgage File, an Assignment of Leases (either as a separate instrument
or as part of the Mortgage) that relates to and was delivered in connection with
each Mortgage Loan and that establishes and creates a valid, subsisting and,
subject to the limitations and exceptions set forth in representation 13 below,
enforceable first priority lien on and security interest in, subject to
applicable law, the property, rights and interests of the related Mortgagor
described therein, except for Permitted Encumbrances and except for the holder
of any Non-Trust Loan that is part of a related Loan Combination to which any
such Mortgage Loan belongs, and except that a license may have been granted to
the related Mortgagor to exercise certain rights and perform certain obligations
of the lessor under the relevant lease or leases, including, without limitation,
the right to operate the related leased property so long as no event of default
has occurred under such Mortgage Loan; and each assignor thereunder has the full
right to assign the same. The related assignment of any Assignment of Leases not
included in a Mortgage, executed and delivered in favor of the Trustee is in
recordable form (but for insertion of the name and address of the assignee and
any related recording information which is not yet available to the Seller), and
constitutes a legal, valid, binding and, subject to the limitations and
exceptions set forth in representation 13 below, enforceable assignment of such
Assignment of Leases from the relevant assignor to the Trustee. The related
Mortgage or related Assignment of Leases, subject to applicable law, provides
for the appointment of a receiver for the collection of rents or for the related
mortgagee to enter into possession of the related Mortgaged Property to collect
the rents or provides for rents to be paid directly to the related mortgagee, if
there is an event of default beyond applicable notice and grace periods. Except
for the holder of the related Non-Trust Loan
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with respect to any Mortgage Loan that is part of a Loan Combination, no person
other than the related Mortgagor owns any interest in any payments due under the
related leases on which the Mortgagor is the landlord, covered by the related
Assignment of Leases.
6. Mortgage Status; Waivers and Modifications. In the case of
each Mortgage Loan, except by a written instrument which has been delivered to
the Purchaser or its designee as a part of the related Mortgage File, (a) the
related Mortgage (including any amendments or supplements thereto included in
the related Mortgage File) has not been impaired, waived, modified, altered,
satisfied, canceled, subordinated or rescinded, (b) neither the related
Mortgaged Property nor any material portion thereof has been released from the
lien of such Mortgage and (c) the related Mortgagor has not been released from
its obligations under such Mortgage, in whole or in material part. With respect
to each Mortgage Loan, since the later of (a) September 8, 2006 and (b) the
closing date of such Mortgage Loan, the Seller has not executed any written
instrument that (i) impaired, satisfied, canceled, subordinated or rescinded
such Mortgage Loan, (ii) waived, modified or altered any material term of such
Mortgage Loan, (iii) released the Mortgaged Property or any material portion
thereof from the lien of the related Mortgage, or (iv) released the related
Mortgagor from its obligations under such Mortgage Loan in whole or material
part. For avoidance of doubt, the preceding sentence does not relate to any
release of escrows by the Seller or a servicer on its behalf.
7. Condition of Property; Condemnation. In the case of each
Mortgage Loan, except as set forth in an engineering report prepared by an
independent engineering consultant in connection with the origination of such
Mortgage Loan, the related Mortgaged Property is, to the Seller's knowledge, in
good repair and free and clear of any damage that would materially and adversely
affect its value as security for such Mortgage Loan (except in any such case
where an escrow of funds, letter of credit or insurance coverage exists
sufficient to effect the necessary repairs and maintenance). As of the date of
origination of the Mortgage Loan, there was no proceeding pending for the
condemnation of all or any material part of the related Mortgaged Property. As
of the Closing Date, the Seller has not received notice and has no knowledge of
any proceeding pending for the condemnation of all or any material portion of
the Mortgaged Property securing any Mortgage Loan. As of the date of origination
of each Mortgage Loan and, to the Seller's knowledge, as of the date hereof, (a)
none of the material improvements on the related Mortgaged Property encroach
upon the boundaries and, to the extent in effect at the time of construction, do
not encroach upon the building restriction lines of such property, and none of
the material improvements on the related Mortgaged Property encroached over any
easements, except, in each case, for encroachments that are insured against by
the lender's title insurance policy referred to in representation 8 below or
that do not materially and adversely affect the Value or current use of such
Mortgaged Property and (b) no improvements on adjoining properties encroached
upon such Mortgaged Property so as to materially and adversely affect the Value
of such Mortgaged Property, except those encroachments that are insured against
by the lender's title insurance policy referred to in representation 8 below.
8. Title Insurance. Each Mortgaged Property securing a Mortgage
Loan is covered by an American Land Title Association (or an equivalent form of)
lender's title insurance policy (the "Title Policy") (or, if such policy has yet
to be issued, by a pro forma policy or a "marked up" commitment binding on the
title insurer) in the original principal
I-3
amount of such Mortgage Loan after all advances of principal, insuring that the
related Mortgage is a valid first priority lien on such Mortgaged Property,
subject only to the Permitted Encumbrances, except that in the case of a
Mortgage Loan as to which the related Mortgaged Property is made up of more than
one parcel of property, each of which is secured by a separate Mortgage, such
Mortgage (and therefore the related Title Policy) may be in an amount less than
the original principal amount of the Mortgage Loan, but is not less than the
allocated amount of subject parcel constituting a portion of the related
Mortgaged Property. Such Title Policy (or, if it has yet to be issued, the
coverage to be provided thereby) is in full force and effect, all premiums
thereon have been paid, no material claims have been made thereunder and no
claims have been paid thereunder. No holder of the related Mortgage has done, by
act or omission, anything that would materially impair the coverage under such
Title Policy. Immediately following the transfer and assignment of the related
Mortgage Loan to the Trustee, such Title Policy (or, if it has yet to be issued,
the coverage to be provided thereby) inures to the benefit of the Trustee as
sole insured without the consent of or notice to the insurer. Such Title Policy
contains no exclusion for whether, or it affirmatively insures (unless the
related Mortgaged Property is located in a jurisdiction where such affirmative
insurance is not available) that, (a) the related Mortgaged Property has access
to a public road, and (b) the area shown on the survey, if any, reviewed or
prepared in connection with the origination of the related Mortgage Loan is the
same as the property legally described in the related Mortgage.
9. No Holdback. The proceeds of each Mortgage Loan have been
fully disbursed (except in those cases where the full amount of the Mortgage
Loan has been disbursed but a portion thereof is being held in escrow or reserve
accounts documented as part of the Mortgage Loan documents and the rights to
which are transferred to the Trustee, 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
I-4
investigation conducted in connection with the origination of the related
Mortgage Loan related to asbestos-containing materials and lead-based paint),
(a) an environmental site assessment meeting ASTM standards and covering all
environmental hazards typically assessed for similar properties including use,
type and tenants of the related Mortgaged Property, a transaction screen meeting
ASTM standards or an update of a previously conducted environmental site
assessment (which update may have been performed pursuant to a database update),
was performed by an independent third-party environmental consultant (licensed
to the extent required by applicable state law) with respect to each Mortgaged
Property securing a Mortgage Loan in connection with the origination of such
Mortgage Loan, (b) the report of each such assessment, update or screen, if any
(an "Environmental Report"), is dated no earlier than (or, alternatively, has
been updated within) twelve (12) months prior to the date hereof, (c) a copy of
each such Environmental Report has been delivered to the Purchaser, and (d)
either: (i) no such Environmental Report, if any, reveals that as of the date of
the report there is a material violation of applicable environmental laws with
respect to any known circumstances or conditions relating to the related
Mortgaged Property; or (ii) if any such Environmental Report does reveal any
such circumstances or conditions with respect to the related Mortgaged Property
and the same have not been subsequently remediated in all material respects,
then one or more of the following are true--(A) one or more parties not related
to the related Mortgagor and collectively having financial resources reasonably
estimated to be adequate to cure the violation was identified as the responsible
party or parties for such conditions or circumstances, and such conditions or
circumstances do not materially impair the Value of the related Mortgaged
Property, (B) the related Mortgagor was required to provide additional security
reasonably estimated to be adequate to cure the violations and/or to obtain and,
for the period contemplated by the related Mortgage Loan documents, maintain an
operations and maintenance plan, (C) the related Mortgagor, or other responsible
party, provided a "no further action" letter or other evidence that would be
acceptable to a reasonably prudent commercial mortgage lender, that applicable
federal, state or local governmental authorities had no current intention of
taking any action, and are not requiring any action, in respect of such
conditions or circumstances, (D) such conditions or circumstances were
investigated further and based upon such additional investigation, a qualified
environmental consultant recommended no further investigation or remediation,
(E) the expenditure of funds reasonably estimated to be necessary to effect such
remediation is not greater than 2% of the outstanding principal balance of the
related Mortgage Loan, (F) there exists an escrow of funds reasonably estimated
to be sufficient for purposes of effecting such remediation, (G) the related
Mortgaged Property is insured under a policy of insurance, subject to certain
per occurrence and aggregate limits and a deductible, against certain losses
arising from such circumstances and conditions or (H) a responsible party
provided a guaranty or indemnity to the related Mortgagor to cover the costs of
any required investigation, testing, monitoring or remediation and, as of the
date of origination of the related Mortgage Loan, such responsible party had
financial resources reasonably estimated to be adequate to cure the subject
violation in all material respects. To the Seller's actual knowledge and without
inquiry beyond the related Environmental Report, there are no significant or
material circumstances or conditions with respect to such Mortgaged Property not
revealed in any such Environmental Report, where obtained, or in any Mortgagor
questionnaire delivered to the Seller in connection with the issue of any
related environmental insurance policy, if applicable, that would require
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
I-5
require the related Mortgagor to comply in all material respects with all
applicable federal, state and local environmental laws and regulations. Each of
the Mortgage Loans identified on Annex C hereto is covered by a secured creditor
environmental insurance policy and each such policy is noncancellable during its
term, is in the amount at least equal to 125% of the principal balance of the
Mortgage Loan, has a term ending no sooner than the date which is five years
after the maturity date of the Mortgage Loan to which it relates and either does
not provide for a deductible or the deductible amount is held in escrow and all
premiums have been paid in full. Each Mortgagor represents and warrants in the
related Mortgage Loan documents that except as set forth in certain
environmental reports and to its knowledge it has not used, caused or permitted
to exist and will not use, cause or permit to exist on the related Mortgaged
Property any hazardous materials in any manner which violates federal, state or
local laws, ordinances, regulations, orders, directives or policies governing
the use, storage, treatment, transportation, manufacture, refinement, handling,
production or disposal of hazardous materials. The related Mortgagor (or
affiliate thereof) has agreed to indemnify, defend and hold the Seller and its
successors and assigns harmless from and against any and all losses,
liabilities, damages, injuries, penalties, fines, out-of-pocket expenses and
claims of any kind whatsoever (including attorneys' fees and costs) paid,
incurred or suffered by or asserted against, any such party resulting from a
breach of environmental representations, warranties or covenants given by the
Mortgagor in connection with such Mortgage Loan.
13. Loan Document Status. Each Mortgage Note, Mortgage, and each
other agreement executed by or on behalf of the related Mortgagor with respect
to each Mortgage Loan is the legal, valid and binding obligation of the maker
thereof (subject to any non-recourse provisions contained in any of the
foregoing agreements and any applicable state anti-deficiency or one form of
action law or market value limit deficiency legislation), enforceable in
accordance with its terms, except as such enforcement may be limited by (i)
bankruptcy, insolvency, reorganization, receivership, fraudulent transfer and
conveyance or other similar laws affecting the enforcement of creditors' rights
generally, (ii) general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law) and (iii) public
policy considerations underlying applicable securities laws, to the extent that
such public policy considerations limit the enforceability of provisions that
purport to provide indemnification from liabilities under applicable securities
laws, and except that certain provisions in such loan documents may be further
limited or rendered unenforceable by applicable law, but (subject to the
limitations set forth in the foregoing clauses (i) and (ii)) such limitations or
unenforceability will not render such loan documents invalid as a whole or
substantially interfere with the mortgagee's realization of the principal
benefits and/or security provided thereby. There is no valid defense,
counterclaim or right of offset or rescission available to the related Mortgagor
with respect to such Mortgage Note, Mortgage or other agreements that would deny
the mortgagee the principal benefits intended to be provided thereby, except in
each case, with respect to the enforceability of any provisions requiring the
payment of default interest, late fees, additional interest, prepayment premiums
or yield maintenance charges.
14. Insurance. Except in certain cases where tenants, having a
net worth of at least $50,000,000 or an investment grade credit rating (and, if
rated by Fitch, a credit rating of at least "A-" by Fitch) and obligated to
maintain the insurance described in this paragraph, are 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
I-6
equivalent) policy, in an amount at least equal to the lesser of the outstanding
principal balance of such Mortgage Loan and 100% of the full insurable
replacement cost of the improvements located on the related Mortgaged Property,
and if applicable, the related hazard insurance policy contains appropriate
endorsements to avoid the application of co-insurance and does not permit
reduction in insurance proceeds for depreciation. Each Mortgaged Property is
also covered by comprehensive general liability insurance in amounts customarily
required by prudent commercial mortgage lenders for properties of similar types.
Each Mortgaged Property securing a Mortgage Loan is the subject of a business
interruption or rent loss insurance policy providing coverage for at least
twelve (12) months (or a specified dollar amount which is reasonably estimated
to cover no less than twelve (12) months of rental income), unless such
Mortgaged Property constitutes a manufactured housing community. If any portion
of the improvements on a Mortgaged Property securing any Mortgage Loan was, at
the time of the origination of such Mortgage Loan, in an area identified in the
Federal Register by the Flood Emergency Management Agency as a special flood
hazard area (Zone A or Zone V), and flood insurance was available, a flood
insurance policy is in effect with a generally acceptable insurance carrier, in
an amount representing coverage not less than the least of: (1) the full
insurable value of the related Mortgaged Property or (2) the maximum amount of
insurance available. Each Mortgaged Property located in California or in seismic
zones 3 and 4 is covered by seismic insurance to the extent such Mortgaged
Property has a probable maximum loss of greater than twenty percent (20%) of the
replacement value of the related improvements, calculated using methodology
acceptable to a reasonably prudent commercial mortgage lender with respect to
similar properties in the same area or earthquake zone. Each Mortgaged Property
located within Florida or within 25 miles of the coast of North Carolina, South
Carolina, Georgia, Alabama, Mississippi, Louisiana or Texas is insured by
windstorm insurance in an amount at least equal to the lesser of (i) the
outstanding principal balance of the related Mortgage Loan and (ii) 100% of the
insurable replacement cost of the improvements located on such Mortgaged
Property (less physical depreciation). All such hazard and flood insurance
policies contain a standard mortgagee clause for the benefit of the holder of
the related Mortgage, its successors and assigns, as mortgagee, and are not
terminable (nor may the amount of coverage provided thereunder be reduced)
without at least 10 days' prior written notice to the mortgagee; and no such
notice has been received, including any notice of nonpayment of premiums, that
has not been cured. Additionally, for any Mortgage Loan having a Cut-off Date
Balance equal to or greater than $20,000,000, the insurer for all of the
required coverages set forth herein has a claims paying ability or financial
strength rating from S&P or Xxxxx'x of not less than A-minus (or the
equivalent), or from A.M. Best Company of not less than "A-minus: V" (or the
equivalent) and, if rated by Fitch, of not less than "A-" from Fitch (or the
equivalent). With respect to each Mortgage Loan, the related Mortgage Loan
documents require that the related Mortgagor or a tenant of such Mortgagor
maintain insurance as described above or permit the related mortgagee to require
insurance as described above. Except under circumstances that would be
reasonably acceptable to a prudent commercial mortgage lender or that would not
otherwise materially and adversely affect the security intended to be provided
by the related Mortgage, the Mortgage Loan documents for each Mortgage Loan
provide that proceeds paid under any such casualty insurance policy will (or, at
the lender's option, will) be applied either to the repair or restoration of all
or part of the related Mortgaged Property or to the payment of amounts due under
such 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
I-7
Mortgaged Property or payment of amounts due under the Mortgage Loan; and
provided, further, that, if the related Mortgagor holds a leasehold interest in
the related Mortgaged Property, the application of such proceeds will be subject
to the terms of the related Ground Lease (as defined in representation 18
below).
Each Mortgaged Property is insured by an "all-risk" casualty
insurance policy that does not contain an express exclusion for (or,
alternatively, is covered by a separate policy that insures against property
damage resulting from) acts of terrorism.
15. Taxes and Assessments. There are no delinquent property
taxes or assessments or other outstanding charges affecting any Mortgaged
Property securing a Mortgage Loan that are a lien of priority equal to or higher
than the lien of the related Mortgage and that have not been paid or are not
otherwise covered by an escrow of funds sufficient to pay such charge. For
purposes of this representation and warranty, real property taxes and
assessments and other charges shall not be considered delinquent until the date
on which interest and/or penalties would be payable thereon.
16. Mortgagor Bankruptcy. No Mortgagor under a Mortgage Loan is
a debtor in any state or federal bankruptcy, insolvency or similar proceeding.
17. Local Law Compliance. To the Seller's knowledge, based upon
a letter from governmental authorities, a legal opinion, a zoning consultant's
report or an endorsement to the related Title Policy, or based on such other due
diligence considered reasonable by prudent commercial mortgage lenders in the
lending area where the subject Mortgaged Property is located (including, without
limitation, when commercially reasonable, a representation of the related
Mortgagor at the time of origination of the subject Mortgage Loan), the
improvements located on or forming part of each Mortgaged Property securing a
Mortgage Loan are in material compliance with applicable zoning laws and
ordinances or constitute a legal non-conforming use or structure (or, if any
such improvement does not so comply and does not constitute a legal
non-conforming use or structure, such non-compliance and failure does not
materially and adversely affect the Value of the related Mortgaged Property). In
the case of each legal non-conforming use or structure, the related Mortgaged
Property may be restored or repaired to the full extent of the use or structure
at the time of such casualty or law and ordinance coverage has been obtained in
an amount that would be required by prudent commercial mortgage lenders (or, if
the related Mortgaged Property may not be restored or repaired to the full
extent of the use or structure at the time of such casualty and law and
ordinance coverage has not been obtained in an amount that would be required by
prudent commercial mortgage lenders, such fact does not materially and adversely
affect the Value of the related Mortgaged Property).
18. Leasehold Estate. If any Mortgage Loan is secured by the
interest of a Mortgagor as a lessee under a ground lease of all or a material
portion of a Mortgaged Property (together with any and all written amendments
and modifications thereof and any and all estoppels from or other agreements
with the ground lessor, a "Ground Lease"), but not by the related fee interest
in such Mortgaged Property or such material portion thereof (the "Fee
Interest"), then:
(i) 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
I-8
encumbered by the related Mortgage; and there has been no material change
in the terms of such Ground Lease since its recordation, with the
exception of material changes reflected in written instruments which are a
part of the related Mortgage File; and if required by such Ground Lease,
the lessor thereunder has received notice of the lien of the related
Mortgage in accordance with the provisions of such Ground Lease;
(ii) the related lessee's leasehold interest in the portion of
the related Mortgaged Property covered by such Ground Lease is not subject
to any liens or encumbrances superior to, or of equal priority with, the
related Mortgage, other than the related Fee Interest and Permitted
Encumbrances;
(iii) upon foreclosure of such Mortgage Loan (or acceptance of a
deed in lieu thereof), the Mortgagor's interest in such Ground Lease is
assignable to, and is thereafter further assignable by, the Purchaser upon
notice to, but without the consent of, the lessor thereunder (or, if such
consent is required, it has been obtained); provided that such Ground
Lease has not been terminated and all amounts owed thereunder have been
paid;
(iv) such Ground Lease is in full force and effect, and, to the
Seller's knowledge, no material default has occurred under such Ground
Lease;
(v) such Ground Lease requires the lessor thereunder to give
notice of any default by the lessee to the mortgagee under such Mortgage
Loan; and such Ground Lease further provides that no notice of termination
given under such Ground Lease is effective against the mortgagee under
such Mortgage Loan unless a copy has been delivered to such mortgagee in
the manner described in such Ground Lease;
(vi) the mortgagee under such Mortgage Loan is permitted a
reasonable opportunity (including, where necessary, sufficient time to
gain possession of the interest of the lessee under such Ground Lease) to
cure any default under such Ground Lease, which is curable after the
receipt of notice of any such default, before the lessor thereunder may
terminate such Ground Lease;
(vii) such Ground Lease either (i) has an original term which
extends not less than twenty (20) years beyond the Stated Maturity Date of
such Mortgage Loan, or (ii) has an original term which does not end prior
to the 5th anniversary of the Stated Maturity Date of such Mortgage Loan
and has extension options that are exercisable by the lender upon its
taking possession of the Mortgagor's leasehold interest and that, if
exercised, would cause the term of such Ground Lease to extend not less
than twenty (20) years beyond the Stated Maturity Date of such Mortgage
Loan;
(viii) such Ground Lease requires the lessor to enter into a new
lease with a mortgagee upon termination of such Ground Lease for any
reason, including as a result of a rejection of such Ground Lease in a
bankruptcy proceeding involving the related Mortgagor, unless the
mortgagee under such Mortgage Loan fails to cure a default of the lessee
that is susceptible to cure by the mortgagee under such Ground Lease
following notice thereof from the lessor;
I-9
(ix) under the terms of such Ground Lease and the related
Mortgage or related Mortgage Loan documents, taken together, any related
casualty insurance proceeds (other than de minimis amounts for minor
casualties) with respect to the leasehold interest will be applied either
(i) to the repair or restoration of all or part of the related Mortgaged
Property, with the mortgagee or a trustee appointed by it having the right
to hold and disburse such proceeds as the repair or restoration progresses
(except in such cases where a provision entitling another party to hold
and disburse such proceeds would not be viewed as commercially
unreasonable by a prudent commercial mortgage lender), or (ii) to the
payment of the outstanding principal balance of the Mortgage Loan together
with any accrued interest thereon;
(x) such Ground Lease does not impose any restrictions on
subletting which would be viewed as commercially unreasonable by a prudent
commercial mortgage lender in the lending area where the related Mortgaged
Property is located at the time of the origination of such Mortgage Loan;
and
(xi) such Ground Lease provides that (i) it may not be amended,
modified, cancelled or terminated without the prior written consent of the
mortgagee under such Mortgage Loan, and (ii) any such action without such
consent is not binding on such mortgagee, its successors or assigns.
19. Qualified Mortgage. Each Mortgage Loan is a "qualified
mortgage" within the meaning of Section 860G(a)(3) of the Code and Treasury
Regulations Section 1.860G-2(a) (but without regard to the rule in Treasury
Regulations Section 1.860G-2(a)(3) or Section 1.860G-2(f)(2) that treats a
defective obligation as a qualified mortgage under certain circumstances). Each
Mortgage Loan is directly secured by an interest in real property (within the
meaning of Treasury Regulations Section 1.856-3(c) and 1.856-3(d)), and either
(1) the fair market value of the interest in real property which secures such
Mortgage Loan was at least equal to 80% of the principal amount of such Mortgage
Loan at the time the Mortgage Loan was (a) originated or modified (within the
meaning of Treasury Regulations Section 1.860G-2(b)(1)) or (b) contributed to
the Trust Fund, or (2) substantially all of the proceeds of such Mortgage Loan
were used to acquire, improve or protect an interest in real property and such
interest in real property was the only security for the Mortgage Loan at the
time such Mortgage Loan was originated or modified. For purposes of the previous
sentence, the fair market value of the referenced interest in real property
shall first be reduced by (1) the amount of any lien on such interest in real
property that is senior to the Mortgage Loan, and (2) a proportionate amount of
any lien on such interest in real property that is in parity with the Mortgage
Loan.
20. Advancement of Funds. In the case of each Mortgage Loan,
neither the Seller nor, to the Seller's knowledge, any prior holder of such
Mortgage Loan has advanced funds or induced, solicited or knowingly received any
advance of funds from a party other than the owner of the related Mortgaged
Property (other than (a) amounts paid by the tenant as specifically provided
under a related lease or by the property manager or (b) application and
commitment fees, escrow funds, points and reimbursements for fees and expenses
incurred in connection with the origination and funding of the Mortgage Loan),
for the payment of any amount required by such Mortgage Loan, except for
interest accruing from the date of origination of such Mortgage Loan or the date
of disbursement of the Mortgage Loan proceeds,
I-10
whichever is later, to the date which preceded by 30 days the first due date
under the related Mortgage Note.
21. No Equity Interest, Equity Participation or Contingent
Interest. No Mortgage Loan contains any equity participation by the mortgagee
thereunder, is convertible by its terms into an equity ownership interest in the
related Mortgaged Property or the related Mortgagor, provides for any contingent
or additional interest in the form of participation in the cash flow of the
related Mortgaged Property, or provides for the negative amortization of
interest, except that, in the case of an ARD Loan, such Mortgage Loan provides
that, during the period commencing on or about the related Anticipated Repayment
Date and continuing until such Mortgage Loan is paid in full, (a) additional
interest shall accrue and may be compounded monthly and shall be payable only
after the outstanding principal of such Mortgage Loan is paid in full, and (b) a
portion of the cash flow generated by such Mortgaged Property will be applied
each month to pay down the principal balance thereof in addition to the
principal portion of the related monthly payment.
22. Legal Proceedings. To the Seller's knowledge, there are no
pending actions, suits, proceedings or governmental investigations by or before
any court or governmental authority against or affecting the Mortgagor under any
Mortgage Loan or the related Mortgaged Property that, if determined adversely to
such Mortgagor or Mortgaged Property, would materially and adversely affect the
value of the Mortgaged Property as security for such Mortgage Loan or the
current ability of the Mortgagor to pay principal, interest or any other amounts
due under such Mortgage Loan.
23. Other Mortgage Liens. None of the Mortgage Loans permits the
related Mortgaged Property to be encumbered by any mortgage lien junior to or of
equal priority with the lien of the related Mortgage without the prior written
consent of the holder thereof or the satisfaction of debt service coverage or
similar criteria specified therein. To the Seller's knowledge, except for cases
involving other Mortgage Loans, none of the Mortgaged Properties securing the
Mortgage Loans is encumbered by any mortgage liens junior to or of equal
priority with the liens of the related Mortgage. The related Mortgage Loan
documents require the Mortgagor under each Mortgage Loan to pay all reasonable
costs and expenses related to any required consent to an encumbrance, including
any applicable Rating Agency fees, or would permit the related mortgagee to
withhold such consent if such costs and expenses are not paid by a party other
than such mortgagee.
24. No Mechanics' Liens. As of the date of origination, each
Mortgaged Property securing a Mortgage Loan (exclusive of any related personal
property) was free and clear of any and all mechanics' and materialmen's liens
that were prior or equal to the lien of the related Mortgage and that were not
bonded or escrowed for or covered by title insurance. As of the Closing Date, to
the Seller's knowledge: (i) each Mortgaged Property securing a Mortgage Loan
(exclusive of any related personal property) is free and clear of any and all
mechanics' and materialmen's liens that are prior or equal to the lien of the
related Mortgage and that are not bonded or escrowed for or covered by title
insurance, and (ii) no rights are outstanding that under 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.
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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, the related lessee, franchise
or operator was in possession of all material licenses, permits and franchises
required by applicable law for the ownership and operation of the related
Mortgaged Property as it was then operated or such material licenses, permits
and franchises have otherwise been issued.
27. Cross-Collateralization. No Mortgage Loan is
cross-collateralized with any loan which is outside the Mortgage Pool. With
respect to any group of cross-collateralized Mortgage Loans, the sum of the
amounts of the respective Mortgages recorded on the related Mortgaged Properties
with respect to such Mortgage Loans is at least equal to the total amount of
such Mortgage Loans.
28. Releases of Mortgaged Properties. No Mortgage Note or
Mortgage requires the mortgagee to release all or any material portion of the
related Mortgaged Property from the lien of the related Mortgage except upon (i)
payment in full of all amounts due under the related Mortgage Loan or (ii)
delivery of "government securities" within the meaning of Section 2(a)(16) of
the Investment Company Act of 1940, as amended (the "Investment Company Act"),
in connection with a defeasance of the related Mortgage Loan; provided that the
Mortgage Loans that are Crossed Loans, and the other individual Mortgage Loans
secured by multiple parcels, may require the respective mortgagee(s) to grant
releases of portions of the related Mortgaged Property or the release of one or
more related Mortgaged Properties upon (i) the satisfaction of certain legal and
underwriting requirements or (ii) the payment of a release price in connection
therewith; and provided, further, that certain Crossed Groups or individual
Mortgage Loans secured by multiple parcels may permit the related Mortgagor to
obtain the release of one or more of the related Mortgaged Properties by
substituting comparable real estate property, subject to, among other conditions
precedent, receipt of confirmation from each Rating Agency that such release and
substitution will not result in a qualification, downgrade or withdrawal of any
of its then-current ratings of the Certificates; and provided, further, that any
Mortgage Loan may permit the unconditional release of one or more unimproved
parcels of land to which the Seller did not give any material value in
underwriting the Mortgage Loan.
29. Defeasance. Each Mortgage Loan that contains a provision for
any defeasance of mortgage collateral permits defeasance (i) no earlier than two
years following the Closing Date and (ii) only with substitute collateral
constituting "government securities" within the meaning of Section 2(a)(16) of
the Investment Company Act. To the Seller's knowledge, the provisions of each
such Mortgage Loan, if any, permitting defeasance are only for the purpose of
facilitating the disposition of a Mortgaged Property and are not part of an
arrangement to collateralize a REMIC offering with obligations that are not real
estate mortgages.
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30. Defeasance and Assumption Costs. If any Mortgage Loan
permits defeasance, then the related Mortgage Loan documents provide that the
related Mortgagor is responsible for the payment of all reasonable costs and
expenses associated with defeasance incurred by the related mortgagee, including
Rating Agency fees. If any Mortgage Loan permits assumptions, then the related
Mortgage Loan documents provide that the related Mortgagor is responsible for
all reasonable costs and expenses associated with an assumption incurred by the
related mortgagee.
31. Fixed Rate Loans. Each Mortgage Loan bears interest at a
rate that remains fixed throughout the remaining term of such Mortgage Loan,
except in the case of an ARD Loan after its Anticipated Repayment Date and
except for the imposition of a default rate.
32. Inspection. The Seller or an affiliate thereof inspected, or
caused the inspection of, the related Mortgaged Property within the preceding
twelve (12) months.
33. No Material Default. To the Seller's knowledge, 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
I-13
it has its own books and records and accounts separate and apart from any other
person, that it holds itself out as a legal entity (separate and apart from any
other person), that it will not guarantee or assume the debts of any other
person, that it will not commingle assets with affiliates, and that it will not
transact business with affiliates (except to the extent required by any cash
management provisions of the related Mortgage Loan documents) except on an
arm's-length basis.
36. Whole Loan. Each Mortgage Loan is a whole loan and not a
participation interest in a mortgage loan.
37. Tax Parcels. Each Mortgaged Property constitutes one or more
complete separate tax lots or is subject to an endorsement under the related
Title Policy insuring same, or in certain instances an application has been made
to the applicable governing authority for creation of separate tax lots, which
shall be effective for the next tax year.
38. ARD Loans. Each ARD Loan requires scheduled monthly payments
of principal and/or interest. If any ARD Loan is not paid in full by its
Anticipated Repayment Date, and assuming it is not otherwise in default, (i) the
rate at which such ARD Loan accrues interest will increase by at least two (2)
percentage points and (ii) the related Mortgagor is required to enter into a
lockbox arrangement on the ARD Loan whereby all revenue from the related
Mortgaged Property shall be deposited directly into a designated account
controlled by the applicable servicer.
39. Security Interests. A UCC financing statement has been filed
and/or recorded, or submitted for filing and/or recording (or submitted to a
title company for filing and/or recording pursuant to escrow instructions), in
all places necessary to perfect (to the extent that the filing or recording of
such a UCC financing statement can perfect such a security interest) a valid
security interest in the personal property of the related Mortgagor granted
under the related Mortgage. If any Mortgaged Property securing a Mortgage Loan
is operated as a hospitality property, then (a) the security agreements,
financing statements or other instruments, if any, related to the Mortgage Loan
secured by such Mortgaged Property establish and create a valid security
interest in all items of personal property owned by the related Mortgagor which
are material to the conduct in the ordinary course of the Mortgagor's business
on the related Mortgaged Property, subject only to purchase money security
interests, personal property leases and security interests to secure revolving
lines of credit and similar financing; and (b) one or more UCC financing
statements covering such personal property have been filed and/or recorded (or
have been sent for filing or recording or submitted to a title company for
filing or recording pursuant to escrow instructions) wherever necessary to
perfect under applicable law such security interests (to the extent a security
interest in such personal property can be perfected by the filing or recording
of a UCC financing statement under applicable law). The related assignment of
such security interest (but for insertion of the name of the assignee and any
related information which is not yet available to the Seller) executed and
delivered in favor of the Trustee constitutes a legal, valid and, subject to the
limitations and exceptions set forth in representation 13 hereof, binding
assignment thereof from the relevant assignor to the Trustee. Notwithstanding
any of the foregoing, no representation is made as to the perfection of any
security interest in rents or other personal property to the extent that
possession or control of
I-14
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. Unless such Mortgage Loan
provides for interest only payments prior to its Stated Maturity Date or, in the
case of an ARD Loan, prior to its Anticipated Repayment Date, each Mortgage Loan
begins to amortize prior to its Stated Maturity Date or, in the case of an ARD
Loan, prior to its Anticipated Repayment Date.
42. Servicing Rights. Except as provided in the Pooling and
Servicing Agreement, any permitted subservicing agreements and servicing rights
purchase agreements pertaining thereto, no Person has been granted or conveyed
the right to service any Mortgage Loan or receive any consideration in
connection therewith which will remain in effect after the Closing Date.
43. Recourse. The related Mortgage Loan documents contain
provisions providing for recourse against the related Mortgagor, a principal of
such Mortgagor or an entity controlled by a principal of such Mortgagor, for
damages, liabilities, expenses or claims sustained in connection with the
Mortgagor's fraud, material (or, alternatively, intentional) misrepresentation,
waste or misappropriation of any tenant security deposits (in some cases, only
after foreclosure or an action in respect thereof), rent (in some cases, only
after an event of default), insurance proceeds or condemnation awards. The
related Mortgage Loan documents contain provisions pursuant to which the related
Mortgagor, a principal of such Mortgagor or an entity controlled by a principal
of such Mortgagor, has agreed to indemnify the mortgagee for damages resulting
from violations of any applicable environmental laws.
44. Assignment of Collateral. There is no material collateral
securing any Mortgage Loan that is not being assigned to the Purchaser.
45. Fee Simple Interest. Unless such Mortgage Loan is secured in
whole or in material part by a Ground Lease and is therefore the subject of
representation 18, the interest of the related Mortgagor in the Mortgaged
Property securing each Mortgage Loan is a fee simple interest in real property
and the improvements thereon, except for any portion of such Mortgaged Property
(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 applicable Master Servicer). All such escrow
deposits are being conveyed hereunder to the Purchaser. Any and all material
requirements under each Mortgage Loan as to completion of any improvements and
as
I-15
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 15 days from the applicable Due Date
or five (5) days from notice to the related Mortgagor of the default.
49. Disclosure to Environmental Insurer. If the Mortgaged
Property securing any Mortgage Loan identified on Annex C as being covered by a
secured creditor policy, then the Seller:
(i) has disclosed, or is aware that there has been disclosed, in
the application for such policy or otherwise to the insurer under such policy
the "pollution conditions" (as defined in such policy) identified in any
environmental reports related to such Mortgaged Property which are in the
Seller's possession or are otherwise known to the Seller; or
(ii) has delivered or caused to be delivered to the insurer under
such policy copies of all environmental reports in the Seller's possession
related to such Mortgaged Property;
in each case to the extent that the failure to make any such disclosure or
deliver any such report would materially and adversely affect the Purchaser's
ability to recover under such policy.
50. No Fraud. No fraud with respect to a Mortgage Loan has taken
place on the part of the Seller or any affiliated originator in connection with
the origination of any Mortgage Loan.
51. Servicing. The servicing and collection practices used with
respect to each Mortgage Loan in all material respects have met customary
standards utilized by prudent commercial mortgage loan servicers with respect to
whole loans.
52. Appraisal. In connection with its origination or acquisition
of each Mortgage Loan, the Seller obtained an appraisal of the related Mortgaged
Property, which appraisal is signed by an appraiser, who, to the Seller's
knowledge, had no interest, direct or indirect, in the Mortgaged Property or the
Mortgagor or in any loan made on the security thereof, and whose compensation is
not affected by the approval or disapproval of the Mortgage Loan; the appraisal,
or a letter from the appraiser, states that such appraisal satisfies the
requirements of the "Uniform Standards of Professional Appraisal Practice" as
adopted by the Appraisal
I-16
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
ML-CFC 2006-3 EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
OF THE COUNTRYWIDE MORTGAGE LOANS
Representation numbers referred to below relate to the corresponding
Mortgage Loan representations and warranties set forth in Schedule I to the
Mortgage Loan Purchase Agreement for Countrywide.
Note: The Mortgage Loan known as Springhill Suites - Annapolis,
identified on Annex A-1 by ID # 64, has an Indemnity Deed of Trust structure.
The related borrower under such Mortgage Loan executed and delivered the related
note to the lender and is obligated to make payments thereunder. The related
property owner for such Mortgage Loan has guaranteed all amounts payable by the
borrower under the related note, which guaranty is secured by an indemnity deed
of trust in favor of the lender. With respect to the above referenced Mortgage
Loan, certain of the representations regarding the borrower refer to the
property owner of the related Mortgaged Property.
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ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
--------------------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 4: LIEN; VALID ASSIGNMENT.
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000 Xxxxxx Xxxxx Apartments A recorded restrictive covenant requires that 100% of the
Mortgaged Property be subject to Low Income Housing
Restrictions.
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EXCEPTIONS TO REPRESENTATION 7: CONDITION OF PROPERTY; CONDEMNATION.
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69 Colonia Tepeyac Apartments Two unimproved portions of the Mortgaged Property are
currently the subject of a condemnation proceeding filed by
the State of Texas. Such portions of the Mortgaged Property
were not included in the value of the Mortgaged Property for
underwriting purposes. The borrower and recourse guarantor
have full recourse to mortgagee for any losses resulting from
the condemnation proceeding, including increases in servicing
fees.
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186 Green Valley Storage Six units of the Mortgaged Property are currently the
subject of a condemnation proceeding filed by the Nevada
Department of Transportation. Such portions of the
Mortgaged Property were not included in the value of the
Mortgaged Property for underwriting purposes.
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ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
--------------------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 10: MORTGAGE PROVISIONS.
--------------------------------------------------------------------------------------------------------------------
Various All of the exceptions made to representation number 14
regarding terrorism insurance are incorporated herein by
reference as if made herein.
--------------------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 12: ENVIRONMENTAL CONDITIONS.
--------------------------------------------------------------------------------------------------------------------
85 Bloomfield Retail The borrower is required to obtain within 9 months of
origination, (i) a classification exception area from the
New Jersey Department of Environmental Protection, and (ii)
a no further action letter with respect to PCE contamination.
--------------------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 14: INSURANCE.
--------------------------------------------------------------------------------------------------------------------
Various With respect to VARIOUS COUNTRYWIDE MORTGAGE LOANS (other
than any exceptions herein to the contrary), for so long as
the Terrorism Risk Insurance Act of 2002 ("TRIA") is in
effect (including any extensions), the lender shall accept
terrorism insurance which covers against "covered acts" as
defined by TRIA. In addition, the borrower may only be
required to maintain insurance covering for loss resulting
from perils of terrorism and acts of terrorism to the extent
such coverage is available at commercially reasonable rates.
--------------------------------------------------------------------------------------------------------------------
6 Valdosta Mall If and to the extent restoration proceeds are not required
to be made available to the borrower, lender is only
entitled to apply such restoration proceeds to the full or
partial payment or prepayment of amounts due under the
Mortgage Loan.
--------------------------------------------------------------------------------------------------------------------
8 Lufkin Mall A small area on the western edge of the Mortgaged Property
covering a portion of a parking lot (approximately 19
spaces) and some unimproved land is located in a special
flood hazard area (Zone A). The lender did not require
flood insurance.
If and to the extent restoration proceeds are not required
to be made available to the borrower under the Mortgage Loan
documents, the lender is entitled only to apply such
restoration proceeds to the full or partial payment or
prepayment of amounts due under the Mortgage Loan.
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
--------------------------------------------------------------------------------------------------------------------
11 Whippletree Village MHP The insurer for all of the coverages required by the
Mortgage Loan documents has a claims paying ability or
financial strength rating from S&P of not less than "BBB."
--------------------------------------------------------------------------------------------------------------------
40 The Clay Hotel The borrower did not obtain business interruption coverage
for windstorm damage prior to closing.
--------------------------------------------------------------------------------------------------------------------
80 Fairfield Inn and Suites - The borrower currently has layered property coverage
Clearwater totaling $50,000,000.00 per occurrence, subject to a $25,000
per occurrence deductible. The borrower's property carriers
are Lexington Insurance Company, Allied World Assurance
Company, Hartford Insurance Company, Traders and Pacific /
Xxxxxxxx Insurance Company and Landmark American Insurance
Company. The borrower has layered liability coverage with
the first layer held by Great Divide Insurance Company, and
the second layer held by ARCH Specialty Insurance Company,
currently subject to a $100,000.00 self insured retention.
--------------------------------------------------------------------------------------------------------------------
00 XX Xxxxxxx - Xxxxxx, XX The borrower currently has layered property coverage
totaling $50,000,000.00 per occurrence, subject to a $25,000
per occurrence deductible. The borrower's property carriers
are Lexington Insurance Company, Allied World Assurance
Company, Hartford Insurance Company, Traders and Pacific /
Xxxxxxxx Insurance Company and Landmark American Insurance
Company. The borrower has layered liability coverage with
the first layer held by Great Divide Insurance Company, and
the second layer held by ARCH Specialty Insurance Company,
currently subject to a $100,000.00 self insured retention.
--------------------------------------------------------------------------------------------------------------------
154 Fed Ex Ground Illinois The borrower will be required to obtain the maximum
terrorism coverage that is available for an annual premium
equal to the greater of (i) $10,000 or (ii) 25% of the
premium charged on renewal of the property and liability
policies (excluding earthquake coverage in the same year).
The stand alone terrorism policy will be required to match
the primary insurance exclusions relating to acts of
terrorism. The borrower will be required to obtain the
lowest deductible for the terrorism insurance policy as is
then commercially reasonably available.
--------------------------------------------------------------------------------------------------------------------
172 801 Garfield The borrower was given 120 days from closing date to
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
--------------------------------------------------------------------------------------------------------------------
perform structural improvements to reduce the probable maximum
loss to less than 20%. If probable maximum loss is reduced to
less than 20%, earthquake insurance will not be required.
--------------------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 17: LOCAL LAW COMPLIANCE.
--------------------------------------------------------------------------------------------------------------------
40 The Clay Hotel The Mortgaged Property is a legal non-conforming structure,
but law and ordinance insurance was not required because the
Mortgaged Property has been designated a historical landmark
and the nonconformities are minor.
--------------------------------------------------------------------------------------------------------------------
117 Hampton Inn @ Thousand Oaks The Mortgaged Property is subject to special use permit
("SUP") requirements. The Mortgaged Property is in a zoning
district that allows hotel use only by SUP or waiver. Prior
to the Mortgage Loan closing, the Memphis City counsel passed
a resolution that exempted the Mortgaged Property from the
SUP requirement by granting a waiver. However, SUP or new
waiver will be required in the event there is a change in the
ownership of the Mortgaged Property. The Mortgage Loan is
recourse to the borrower for any losses incurred by lender in
the event the property may not be rebuilt or restored as a
hotel following a casualty or if there is a change of
ownership and loss results from the violation of the zoning
requirements. In addition, law and ordinance insurance was
obtained.
--------------------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 18: LEASEHOLD ESTATE.
--------------------------------------------------------------------------------------------------------------------
5 Xxxxxx'x Market With respect to the garage which garage is the only ground
(iii) leased portion of the Mortgaged Property, the borrower's
interest in the ground lease is assignable to the lender upon
foreclosure, and further assignable by lender, but it is not
further assignable thereafter without the consent of the
ground lessor.
--------------------------------------------------------------------------------------------------------------------
5 Xxxxxx'x Market With respect to the garage which garage is the only ground
(v) leased portion of the Mortgaged Property, the ground lease
does not provide that the failure to deliver notice of a
default by lessee will render such notice ineffective.
--------------------------------------------------------------------------------------------------------------------
5 Xxxxxx'x Market With respect to the garage which garage is the only ground
(vii) leased portion of the Mortgaged Property, the ground lease
expires in 2034, less than twenty years beyond the Maturity
Date of the Mortgage Loan.
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
--------------------------------------------------------------------------------------------------------------------
5 Xxxxxx'x Market With respect to the garage which garage is the only ground
(viii) leased portion of the Mortgaged Property, the ground lease
does not require the ground lessor to enter into a new lease
with the lender upon termination resulting from the
borrower's default under the ground lease; however, if the
ground lease is terminated or rejected in a bankruptcy at the
election of borrower and the deed of trust is still in
effect, the ground lease shall continue, without the
necessity of executing a new lease, for the remaining term of
the ground lease as a lease between ground lessor and lender.
--------------------------------------------------------------------------------------------------------------------
5 Xxxxxx'x Market With respect to the garage which garage is the only ground
(x) leased portion of the Mortgaged Property, the ground lease
prohibits the related borrower from subletting more than
thirty percent (30%) of the ground leased premises to any
one subtenant and from allowing any other person or entity
(other than the borrower's authorized representatives) to
occupy or use the premises without the prior written consent
of the ground lessor and the concurrence of the Federal
Highway Authority, except that the borrower is not required
to obtain such consent or concurrence in order to sublease to
tenants at other portions of the Mortgaged Property (which
includes the actual buildings).
--------------------------------------------------------------------------------------------------------------------
5 Xxxxxx'x Market With respect to the garage which garage is the only ground
(xi) leased portion of the Mortgaged Property, the ground lease
does not provide that any amendment, modification,
cancellation or termination of the ground lease without the
prior written consent of the mortgagee is not binding on such
mortgagee, its successors or assigns; however the estoppel
provided by ground lessor provides that ground lessor will
not enter into any agreement with borrower to amend, modify,
cancel or terminate the ground lease without the prior
written consent of lender.
--------------------------------------------------------------------------------------------------------------------
48 Courtyard - Little Rock With respect to the ground leased portion of the Mortgaged
(v) Property (120 parking spaces), the ground lease does not
provide that the failure to deliver notice of a default by
lessee will render such notice ineffective.
--------------------------------------------------------------------------------------------------------------------
48 Courtyard - Little Rock With respect to the ground leased portion of the Mortgaged
(ix) Property (120 parking spaces), the distribution of the
casualty and condemnation proceeds applicable to the parking
spaces will be handled through
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
--------------------------------------------------------------------------------------------------------------------
the trust indenture pursuant to which the bonds financing
the parking garage were issued.
--------------------------------------------------------------------------------------------------------------------
48 Courtyard - Little Rock With respect to the ground leased portion of the Mortgaged
(x) Property (120 parking spaces), the ground lease does not
permit the borrower to sublet the parking spaces.
--------------------------------------------------------------------------------------------------------------------
167 Laguna Country Mart The ground lease does not provide that the failure to deliver
(v) notice of a default by lessee will render such notice
ineffective.
--------------------------------------------------------------------------------------------------------------------
167 Laguna Country Mart The ground lease expires 13 years beyond the maturity date.
(vii)
--------------------------------------------------------------------------------------------------------------------
167 Laguna Country Mart The ground lease does not require the ground lessor to enter
(viii) into a new lease with the lender upon termination resulting
from the borrower's default under the ground lease.
--------------------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 22: LEGAL PROCEEDINGS.
--------------------------------------------------------------------------------------------------------------------
69 Colonia Tepeyac Apartments Two unimproved portions of the Mortgaged Property are
currently the subject of a condemnation proceeding filed by
the State of Texas. Such portions of the Mortgaged Property
were not included in the value of the Mortgaged Property for
underwriting purposes. The borrower and recourse guarantor
have full recourse for any losses to mortgagee resulting from
the condemnation proceeding, including increases in servicing
fees.
--------------------------------------------------------------------------------------------------------------------
186 Green Valley Storage Six units of the Mortgaged Property are currently the subject
of a condemnation proceeding filed by the Nevada Department
of Transportation.
--------------------------------------------------------------------------------------------------------------------
56 Westview Shoppes The owner of a property adjacent to the Mortgaged Property
("DIM") has brought an action against the borrower alleging
that by signing a lease with Coal Oven Pizzeria and
constructing a 6000 square foot building in a "restricted
area" of the Mortgaged Property, the borrower is in violation
of agreements it made with DIM. DIM alleges that development
is not permitted in this area of the parking lot pursuant to
restrictions under a reciprocal easement agreement.
However, DIM has acknowledged that it agreed with the
borrower that the borrower could construct the building
within the restricted area provided that the
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
--------------------------------------------------------------------------------------------------------------------
borrower did not allow tenants in that building that would
"directly compete" with DIM's tenants. In its complaint, DIM
alleges that Coal Oven Pizzeria directly competes with one of
DIM's tenants (Rotelli's Italian Restaurant) and seeks to
enjoin the completion of the 6,000 square foot building,
prevent Coal Oven Pizzeria from occupying any space in the
building, and recover damages. In a ruling on a preliminary
injunction, the judge rejected DIM 's request to enjoin the
completion of the building. The borrower's litigation counsel
has indicated that the suit is now focused on the issue
regarding Coal Oven's occupancy.
--------------------------------------------------------------------------------------------------------------------
00 Xxxxxxx Xxxxxx Apartments The borrower is the defendant in a breach of contract claim
relating to the original purchase financing and conversion of
the Mortgaged Property to condominium units. Under an
agreement, the plaintiff was to have a 40% interest in the
Mortgaged Property provided, among other things, he provided
(i) the original purchase financing, (ii) an experienced
management team to convert the property to condos and (iii)
part of the down payment for the purchase price for the
original purchase. The plaintiff failed to perform in all
respects and executed a release at the time the Mortgage Loan
was originated and received payment. Borrower's litigation
counsel believes plaintiff's position is groundless and
frivolous but his attempts at settlement have been
unsuccessful. It is anticipated that a motion for summary
judgment based on the release and/or plaintiff's failure to
perform under the agreement will be made in the near future."
--------------------------------------------------------------------------------------------------------------------
96 New York Classic Retail There is a pending civil suit against Classic Retail
Equities, LLC (the borrower's parent entity), filed by Global
Gifts & Electronics, a tenant at one of the two Mortgaged
Properties securing the Mortgage Loan, related to loss of
business due to scaffolding erected to perform maintenance to
the facade, without notice to the tenants. The tenant is
currently seeking compensation from the related condominium
board (controlled by the borrower's parent entity). and the
borrower is not actively involved in the suit.
--------------------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 23: OTHER MORTGAGE LIENS.
--------------------------------------------------------------------------------------------------------------------
34 SportMart/Westwood Storage The Mortgaged Property is security for the Mortgage Loan and
a subordinate B-Note that is not an asset of the trust.
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
--------------------------------------------------------------------------------------------------------------------
EXCEPTION TO REPRESENTATION 30: DEFEASANCE AND ASSUMPTION COSTS.
--------------------------------------------------------------------------------------------------------------------
163 Cresthill Townhomes If Countrywide or any affiliate thereof advises or manages
the defeasance of the Mortgage Loan, the third party costs in
connection with the defeasance are required to be limited to
$5,000.
--------------------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 34: DUE-ON SALE.
--------------------------------------------------------------------------------------------------------------------
All Countrywide Mortgage Loans With respect to all of the Countrywide Mortgage Loans,
without consent of the lender, the Mortgage Loan documents
permit transfers (i) of more than 49% of the total direct or
indirect equity interest in the borrower or any indirect or
direct equity interest that results in a change of control of
the borrower, or (ii) of all or substantially all of the
Mortgaged Property, in each case, to another party (the
"Transferee Borrower"), provided that prior to such sale or
transfer the following conditions, among others, are met: (a)
the payment of a transfer fee (in most cases) by the
borrower, (b) reasonable approval by the lender of the
identity, experience, financial condition, creditworthiness,
single purpose nature and bankruptcy remoteness of the
Transferee Borrower and the replacement guarantors and
indemnitors, (c) the delivery of acceptable documentation as
may be reasonably required by the lender from the borrower,
the Transferee Borrower, guarantor and the replacement
guarantors and indemnitors (including, without limitation,
assumption documents), (d) delivery of the opinion letters
relating to such transfer (including, without limitation,
tax, bankruptcy and REMIC opinions) in form and substance
reasonably satisfactory to the lender in the lender's
reasonable discretion, (e) delivery of title endorsement
acceptable to the lender and (f) payment from the borrower of
all reasonable expenses incurred by the lender in connection
with such transfer, including, without limitation, the
lender's reasonable attorneys fees and expenses, all
recording fees, and all fees payable to the Title Company for
the delivery to lender of title endorsements. With respect
to certain of the Countrywide Mortgage Loans, the Mortgage
Loan documents permit, without consent, transfers (x) among
existing principals, even if there is a change control, (y)
that accommodate a 1031 exchange or reverse 1031 or (z) with
respect to Mortgage Loans to tenant-in-common borrowers,
transfers among and to additional
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
--------------------------------------------------------------------------------------------------------------------
tenant-in-common borrowers.
In addition the Countrywide Mortgage Loan documents generally
provide that in determining whether the transfer of equity
interests in the borrower is a permitted transfer not
requiring the lender's prior consent, such determination is
made by looking to transfers of "direct or indirect", "legal
or beneficial equity interests" (rather than solely a direct
equity transfer in the borrower resulting in a change of
control under this Representation) and limits such transfers
to an aggregate 49% interest that does not result in a change
of control of the borrower. Also, the Countrywide Mortgage
Loan documents permit transfers of non-material leases or
material leases that are approved by lender.
--------------------------------------------------------------------------------------------------------------------
4 Westin Arlington Transfers of membership interests in the borrower and the
operating lessee are permitted so long as two or more of
Xxxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxxxxx, Xxxxxx X. Xxxxxxx,
Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxxx, and Xxxxxxx X.
Xxxxxxxxxxx (the "JBG Principals") or any entity controlled
by two or more of the JBG Principals maintain control of the
day to day affairs of borrower or lessee, as applicable, and
the day to day operations of the Mortgaged Property.
Transfers to a Qualified Transferee are permitted. "Qualified
Transferee" means one or more of the following: (a) a real
estate investment trust, bank, saving and loan association,
investment bank, insurance company, trust company, commercial
credit corporation, pension plan, pension fund or pension
advisory firm, mutual fund, government entity or plan,
provided that any such Person referred to in this clause (a)
satisfies the Eligibility Requirements; (b) an investment
company, money management firm or "qualified institutional
buyer" within the meaning of Rule 144A under the Securities
Act of 1933, as amended, or an institutional "accredited
investor" within the meaning of Regulation D under the
Securities Act of 1933, as amended, provided that any such
Person referred to in this clause (b) satisfies the
Eligibility Requirements; or (c) an institution substantially
similar to any of the foregoing entities described in clauses
(a) or (b) that satisfies the Eligibility Requirements.
"Eligibility Requirements" means, with respect to any person,
that such person (i) has total assets (in name or under
management) in excess of $600,000,000 and (except with
respect to a
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
--------------------------------------------------------------------------------------------------------------------
pension advisory firm or similar fiduciary) capital/statutory
surplus or shareholder's equity of $250,000,000, and (ii) is
regularly engaged in the business of owning commercial real
estate.
--------------------------------------------------------------------------------------------------------------------
47, 80, 00 Xxxxxx Xxxxxx Xxx - Xxxxxxx, XX; The Mortgage Loan documents permit transfers to any of (i)
Fairfield Inn and Suites- Xxxxxx Xxxxxxxxx, (ii) any present or future lineal
Clearwater; LA Fitness - Hamden, descendants of Xxxxxx Xxxxxxxxx and any present or future
CT spouse of Xxxxxx Xxxxxxxxx or any lineal descendant (the
"Benderson Family"), (iii) any trust, the beneficiaries or
remaindermen of which are a member of the Benderson Family or
(iv) any corporation, limited liability company, partnership,
limited partnership or other entity owned or controlled by
the Benderson Family.
--------------------------------------------------------------------------------------------------------------------
The following Mortgage Loans permit future
mezzanine debt
--------------------------------------------------------------------------------------------------------------------
6 Valdosta - Colonial Mall The Mortgage Loan documents permit mezzanine debt, subject to
conditions, including (i) the combined Mortgage Loan and
mezzanine loan does not exceed 85% of the fair market value
of the Mortgaged Property, (ii) the aggregate debt service
coverage ratio is at least 1.20x and (iii) execution and
delivery of an acceptable intercreditor agreement.
--------------------------------------------------------------------------------------------------------------------
8 Lufkin Mall The Mortgage Loan documents permit future mezzanine debt up
to $1,500,000, subject to certain conditions, including (i)
the combined Mortgage Loan and mezzanine loan does not exceed
85% of the fair market value of the Mortgaged Property, (ii)
the aggregate debt service coverage ratio is at least 1.10x
and (iii) execution and delivery of an acceptable
intercreditor agreement. The Mortgage Loan documents do not
restrict the acquisition of the pledged equity in connection
with a foreclosure of the future mezzanine debt.
--------------------------------------------------------------------------------------------------------------------
34 SportMart/Westwood Storage The Mortgage Loan documents permit mezzanine debt, subject to
conditions, including (i) the combined Mortgage Loan and
mezzanine loan does not exceed 80% of the fair market value
of the Mortgaged Property, (ii) the aggregate debt service
coverage ratio is at least 1.20x and (iii) execution and
delivery of an acceptable intercreditor agreement.
--------------------------------------------------------------------------------------------------------------------
36 Home Center Murrieta The Mortgage Loan documents permit mezzanine debt,
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
--------------------------------------------------------------------------------------------------------------------
subject to conditions, including (i) a combined Mortgage Loan
and mezzanine loan does not exceed 75% of the fair market
value of the Mortgaged Property, (ii) an aggregate debt
service coverage ratio is at least 1.25x and (iii) execution
and delivery of an acceptable intercreditor agreement.
--------------------------------------------------------------------------------------------------------------------
54 Valley Fair Retail The Mortgage Loan documents permit mezzanine debt, subject to
conditions, including (i) a combined Mortgage Loan and
mezzanine loan does not exceed 80% of the fair market value
of the Mortgaged Property, (ii) an aggregate debt service
coverage ratio is at least 1.30x and (iii) execution and
delivery of an acceptable intercreditor agreement.
--------------------------------------------------------------------------------------------------------------------
56 Westview Shoppes The Mortgage Loan documents permit mezzanine debt, subject to
conditions, including (i) a combined Mortgage Loan and
mezzanine loan does not exceed 85% of the fair market value
of the Mortgaged Property, (ii) an aggregate debt service
coverage ratio is at least 1.07x and (iii) execution and
delivery of an acceptable intercreditor agreement.
--------------------------------------------------------------------------------------------------------------------
103 Cummins, Inc. The Mortgage Loan documents permit mezzanine debt, subject to
certain conditions, including (i) the combined Mortgage Loan
and mezzanine loan does not exceed 90% of the fair market
value of the Mortgaged Property, prior to the occurrence of a
transfer of more than 49% of the direct or indirect equity
interest in the borrower and after the occurrence of such
transfer, combined Mortgage Loan and mezzanine loan does not
exceed 80% of the fair market value of the Mortgaged Property
(ii) the aggregate debt service coverage ratio is at least
1.07x, prior to the occurrence of a transfer of more than 49%
of the direct or indirect equity interest in the borrower and
after the occurrence of such transfer, the aggregate debt
service coverage ratio is at least 1.15x and (iii) execution
and delivery of an acceptable intercreditor agreement.
--------------------------------------------------------------------------------------------------------------------
127 Fredericksburg Inn The Mortgage Loan documents permit mezzanine debt, subject to
certain conditions, including (i) the combined Mortgage Loan
and mezzanine loan does not exceed 75% of the fair market
value of the Mortgaged Property, (ii) the aggregate debt
service coverage ratio is at least 1.40x and (iii) execution
and delivery of an acceptable intercreditor agreement.
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
--------------------------------------------------------------------------------------------------------------------
129 Trader Joe's/Smart & Final The Mortgage Loan documents permit mezzanine debt, subject to
certain conditions, including (i) the combined Mortgage Loan
and mezzanine loan does not exceed 80% of the fair market
value of the Mortgaged Property, (ii) the aggregate debt
service coverage ratio is at least 1.20x and (iii) execution
and delivery of an acceptable intercreditor agreement.
--------------------------------------------------------------------------------------------------------------------
154 Fed Ex Ground Illinois The Mortgage Loan documents permit mezzanine debt, subject to
certain conditions, including (i) the combined Mortgage Loan
and mezzanine loan does not exceed 85% of the fair market
value of the Mortgaged Property, (ii) the aggregate debt
service coverage ratio is at least 1.20x for the trailing 12
month period, (iii) the aggregate debt service coverage ratio
is at least 1.20x for the 12 months following the making of
such mezzanine loan, and (iv) execution and delivery of an
acceptable intercreditor agreement.
--------------------------------------------------------------------------------------------------------------------
167 Laguna Country Mart The Mortgage Loan documents permit mezzanine debt, no earlier
than 24 months from the origination date, subject to certain
conditions, including (i) a combined Mortgage Loan and
mezzanine loan does not exceed 80%; (ii) an aggregate debt
service coverage ratio is at least 1.20x, and (iii) an
aggregate debt service coverage ratio that is at least 0.90x
(using an assumed debt service constant of 9.25%).
--------------------------------------------------------------------------------------------------------------------
000 Xxxx Xxxxxx The Mortgage Loan documents permit mezzanine debt, subject to
conditions, including (i) a combined Mortgage Loan and
mezzanine loan does not exceed 75% of the fair market value
of the Mortgaged Property, (ii) an aggregate debt service
coverage ratio is at least 1.25x and (iii) execution and
delivery of an acceptable intercreditor agreement.
--------------------------------------------------------------------------------------------------------------------
The following Mortgage Loans have existing
mezzanine debt:
--------------------------------------------------------------------------------------------------------------------
20 Xxxxxxx Town Square An equity owner of the borrower pledged its interest in the
borrower as security for a $6,500,000 mezzanine loan. An
intercreditor agreement was executed.
--------------------------------------------------------------------------------------------------------------------
51 Homewood Suites - Bakersfield An equity owner of the borrower pledged its interest in the
borrower as security for a $1,200,000 mezzanine loan. An
intercreditor Agreement was executed.
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
--------------------------------------------------------------------------------------------------------------------
60 Walmart Shadow Anchor Portfolio An equity owner of the borrower pledged its interest in the
borrower as security for a $777,246 mezzanine loan. An
intercreditor agreement was executed.
--------------------------------------------------------------------------------------------------------------------
195 0000 Xxxx Xxxxx An equity owner of the borrower pledged its interest in the
borrower as security for a $432,000 mezzanine loan. An
intercreditor agreement was executed.
--------------------------------------------------------------------------------------------------------------------
The following Mortgage Loans permit secured
subordinate debt:
--------------------------------------------------------------------------------------------------------------------
20 Xxxxxxx Town Square The borrower is permitted to incur additional secured
indebtedness, provided, among other things, (i) the combined
indebtedness does not exceed 75% of the fair market value of
the Mortgaged Property, (ii) the aggregate debt service
coverage ratio is at least 1.25x, and (iii) lender has
received a satisfactory subordination and standstill
agreement.
--------------------------------------------------------------------------------------------------------------------
202 AAA Storage I-37 The borrower is permitted to incur additional secured
indebtedness, provided, among other things, (i) the combined
indebtedness does not exceed 85% of the fair market value of
the Mortgaged Property, (ii) the aggregate debt service
coverage ratio is at least 1.20x, and (iii) lender has
received a satisfactory subordination and standstill
agreement.
--------------------------------------------------------------------------------------------------------------------
The following Mortgage Loans permit unsecured
subordinate debt:
--------------------------------------------------------------------------------------------------------------------
000 Xxxxxx Xxxxx The borrower is permitted to incur additional unsecured
indebtedness up to an amount of $1,000,000 for the purpose of
funding obligations under the Mayor's Jewelers of Florida,
Inc. lease, provided such debt (i) shall be from existing
principals of borrower, (ii) shall be unsecured, and (iii)
shall be subject to a subordination and standstill agreement
acceptable to lender.
--------------------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 35: SINGLE PURPOSE ENTITY.
--------------------------------------------------------------------------------------------------------------------
6 Valdosta - Colonial Mall The borrower has obligations under a construction agreement;
a parent entity guaranteed borrower's obligations until the
lender assumes the obligations under the construction
agreement.
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
ANNEX A-1
ID # MORTGAGE LOAN EXCEPTION
--------------------------------------------------------------------------------------------------------------------
00 Xxxxxxx Xxxx Xxxxxx The borrower is permitted to incur additional secured
indebtedness, provided, among other things, (i) the combined
indebtedness does not exceed 75% of the fair market value of
the Mortgaged Property, (ii) the aggregate debt service
coverage ratio is at least 1.25x, and (iii) lender has
received a satisfactory subordination and standstill
agreement.
--------------------------------------------------------------------------------------------------------------------
36 Home Center Murrieta The borrower owns a parcel of property not encumbered by the
Mortgage Loan.
--------------------------------------------------------------------------------------------------------------------
202 AAA Storage I-37 The borrower is permitted to incur additional secured
indebtedness, provided, among other things, (i) the combined
indebtedness does not exceed 85% of the fair market value of
the Mortgaged Property, (ii) the aggregate debt service
coverage ratio is at least 1.20x, and (iii) lender has
received a satisfactory subordination and standstill
agreement.
--------------------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 37: TAX PARCELS.
--------------------------------------------------------------------------------------------------------------------
105 Dupont Medical Office Building Application has been made for the creation of separate tax
lots, but it may not be effective until next year because
property owners are taxed one year in arrear.
--------------------------------------------------------------------------------------------------------------------
109 Madison Self Storage An adjacent parcel is included in the Mortgaged Property's
tax parcel. The borrower has agreed to create a separate tax
parcel within 6 months of origination.
--------------------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 45: FEE SIMPLE INTEREST.
--------------------------------------------------------------------------------------------------------------------
Various Certain Countrywide Loans With respect to any Mortgage Loan in which the interest
encumbered under the Mortgage is the overlapping fee and
leasehold interest in the entire Mortgaged Property (and as
such, treated as a fee interest in the Mortgaged Property),
such Mortgage Loan is not the subject of representation 18
and such Mortgage Loan is not being listed here as an
exception to this representation 45.
--------------------------------------------------------------------------------------------------------------------
EXCEPTIONS TO REPRESENTATION 47: OPERATING STATEMENTS.
--------------------------------------------------------------------------------------------------------------------
34 Sportmart/Westwood Storage Rent rolls are required to be provided annually.
--------------------------------------------------------------------------------------------------------------------
ANNEX B (TO SCHEDULE I)
MORTGAGED PROPERTIES AS TO WHICH THE ONLY ENVIRONMENTAL INVESTIGATIONS CONDUCTED
IN CONNECTION WITH THE ORIGINATION OF THE RELATED MORTGAGE LOAN WERE WITH
RESPECT TO ASBESTOS-CONTAINING MATERIALS AND LEAD-BASED PAINT.
(REPRESENTATION 12)
None.
ANNEX C (TO SCHEDULE I)
MORTGAGE LOANS COVERED BY SECURED CREDITOR
ENVIRONMENTAL INSURANCE POLICIES
(REPRESENTATIONS 12 AND 49)
None.
ANNEX D (TO SCHEDULE I)
GROUND LEASES NOT COVERED BY REPRESENTATION 18
(REPRESENTATION 45)
None.
MLCFC 2006-3: MORTGAGE LOAN SCHEDULE (CRF)
PROPERTY
LOAN # PROPERTY NAME ORIGINATOR TYPE
---------------------------------------------------------------------------------------
0 Xxxxxx Xxxxxxxxx Xxxxxxx CRF Hospitality
5 Farmers Market I, II and III CRF Office
6 Valdosta - Colonial Mall CRF Retail
7 Exel Logistics CRF Industrial
8 Lufkin Xxxx XXX Xxxxxx
00 Xxxxxxxxxxx Xxxxxxx MHP CRF Manufactured Housing
17 Town Center Block 3 & 8 CRF Mixed Use
20 Xxxxxxx Town Square CRF Retail
33 Hemet Valley Center CRF Retail
34 Sportmart/Westwood Storage CRF Mixed Use
35 Crystal Plaza CRF Retail
36 Home Center Murrieta CRF Retail
00 Xxxxxxxx Xxxxx Xxxxxxxxxx XXX Multifamily
39 Regents Court Medical Office CRF Office
40 The Clay Hotel CRF Hospitality
43 DDLLP Self Storage Portfolio CRF Self Storage
43.01 Airport Road Self Storage CRF Self Storage
43.02 Morada Self Storage CRF Self Storage
43.03 Highway 88 Self Storage CRF Self Storage
43.04 Highway 99 Self Storage CRF Self Storage
43.05 Eight Mile Road Self Storage CRF Self Storage
46 Woodland Hills Village CRF Retail
00 Xxxxxx Xxxxxx Xxx - Xxxxxxx, XX CRF Hospitality
48 Courtyard - Little Rock CRF Hospitality
00 Xxxxxxxx Xxxxxx - Xxxxxxxxxxx XXX Hospitality
54 Valley Fair Retail CRF Retail
00 Xxxxxxx Xxxxxx Xxxxxxxxxx XXX Multifamily
00 Xxxxxxxx Xxxxxxx XXX Retail
57 Storage Plus CRF Self Storage
58 Mariner Village Mobile Home Park CRF Manufactured Housing
59 Jefferson Office Park CRF Office
60 Walmart Shadow Anchor Portfolio CRF Retail
60.01 Shippensburg Shopping Center CRF Retail
60.02 Edinboro Shopping Center CRF Retail
60.03 Bradford Shopping Center (Xxxxxx Xxxxx Plaza) CRF Retail
63 Mapleshade Park CRF Multifamily
64 Springhill Suites - Annapolis CRF Hospitality
68 Stanford Center CRF Industrial
69 Colonia Tepeyac Apartments CRF Multifamily
70 0000 Xxxxx Xxxx Xxxxxx CRF Retail
00 Xxxx Xxxxx/Xxxxx Xxxxxx Center CRF Retail
74.01 Birch Street Center CRF Retail
74.02 Xxxx Xxxxx XXX Xxxxxx
00 Xxxxxx Xxxxx West CRF Retail
79 Holiday Inn - St. Louis CRF Hospitality
80 Fairfield Inn and Suites- Clearwater CRF Hospitality
82 00000 Xxxxxxx Xxxx CRF Xxxxxx
00 XX Xxxxxxx - Xxxxxx, XX CRF Retail
85 Bloomfield Retail CRF Retail
87 GSA Perris Office/Warehouse CRF Industrial
90 Xxxxxxx Distribution CRF Industrial
92 Town Center - South Retail CRF Mixed Use
94 Xxxxx Adobes CRF Multifamily
96 New York Classic Retail CRF Retail
000 Xxxxxx Xxxxx XXX Xxxxxx
102 Intermountain-Homewood Suites CRF Hospitality
103 Cummins, Inc CRF Industrial
105 Dupont Medical Office Building II CRF Office
109 Madison Self Storage CRF Self Storage
000 Xxxxxxxxx Xxxxx XXX Xxxxxx
115 Northwest Business Center CRF Industrial
117 Hampton Inn @ Thousand Oaks CRF Hospitality
124 Office Court at Saint Michael's CRF Office
125 Liberty Self Storage CRF Self Storage
000 Xxxxxxxx Xxxxxx CRF Retail
127 Fredericksburg Inn & Suites CRF Hospitality
128 Quality Inn - Fort Xxx CRF Hospitality
129 Trader Joes/Smart & Final CRF Retail
000 Xxxxxxx Xxx & Xxxxxx - Xxxxxxxxx CRF Hospitality
137 All Right Storage CRF Self Storage
139 Sailhouse Lofts CRF Retail
141 Store America - Cicero & Syracuse CRF Self Storage
141.01 Store America - Syracuse CRF Self Storage
141.02 Store America - Cicero CRF Self Storage
142 0000 Xxxx 00xx Xxxxxx CRF Industrial
144 Bayberry Cove Apartments CRF Multifamily
145 Storage Center of Valencia CRF Self Storage
149 47th & Kedzie Retail Center CRF Retail
152 La Plaza de Alhambra CRF Office
153 1286 Eighteen Mile Road CRF Retail
154 Fedex Ground Illinois CRF Industrial
156 Safe Lock Storage CRF Self Storage
157 Petco & Big 0 XXX Xxxxxx
000 Xxxxxxx Xxxxx Xxxxx Xxxxxx CRF Office
161 Mission Manor CRF Retail
162 Shops on the Boulevard CRF Retail
163 Cresthill Townhomes CRF Multifamily
164 Intermountain-Fairfield Inn CRF Hospitality
167 Laguna Country Mart CRF Mixed Use
000 Xxxxx Xxxxx Xxxxx XXX Xxxxxx
169 721 Wellness Way CRF Office
170 Headland Delowe CRF Retail
171 Shops at Xxxxxxx CRF Retail
172 801 Garfield CRF Office
173 T.O. Plaza 1 CRF Retail
000 Xxxxxx Xxxxx Shopping Center CRF Retail
176 Stone Ridge/Security Storage CRF Mixed Use
000 XXX Xxxxxx Office CRF Xxxxxx
000 Xxxxxxxx Xxxxx XXX Xxxxxx
000 Xxxxxxxx Xxxx CRF Multifamily
181 2803 Colorado Xxxxxx XXX Xxxxxx
000 Xxxxxxx Xxxxxxxx Xxxx CRF Retail
183 Friendswood Plaza CRF Retail
184 Stanwood Retail CRF Retail
186 Green Valley Storage CRF Self Storage
000 Xxxxxxx Xxxxxx - Xxxxxxxxxxxx CRF Retail
000 Xxxxxx Xxxxxx CRF Retail
191 San Jacinto Center CRF Retail
192 Willow Creek Apts CRF Multifamily
000 Xxx Xxxxxxx Xxxxxxxxxx XXX Multifamily
194 Shepherd Center CRF Retail
195 2710 Xxxx Drive CRF Industrial
196 A Storage Place - Denver CRF Self Storage
000 Xxxxxxxxxx Xxxxx Retail Center CRF Retail
198 Pine Xxxxx MHP CRF Manufactured Housing
000 Xxxxx Xxxx Self Storage CRF Self Storage
202 AAA Storage - I-37 CRF Self Storage
000 Xxxx Xxxxx Xxxxxxxxxx XXX Multifamily
203.01 000 0xx Xxxxxx CRF Multifamily
203.02 000 0xx Xxxxxx CRF Multifamily
204 0000 Xxxxxx Xxxxxx CRF Mixed Use
000 XxXxxxxx Xxxxxxx II CRF Office
206 CVS Dayton CRF Retail
000 Xxxxxxx Xxxx Xxxxx XXX Xxxxxx
000 Xxxx Xxxxxx CRF Office
000 Xxx Xxxx Xxxxxx Xxxxxxx CRF Manufactured Housing
000 Xxxxxxxx Xxxxxxxxxx XXX Xxxx
LOAN # STREET ADDRESS CITY
-------------------------------------------------------------------------------------------------------------------------------
4 000 Xxxxx Xxxxx Xxxx Xxxxxxxxx
5 1727 & 0000 00xx Xxxxxx, 0000 Xxxxxxxx Xxxxxxxxx & 0000 Xxxxx Xxxxxx Xxxxxxxxxx
6 0000 Xxxxxx Xxxxx Valdosta
7 0000 Xxxxx Xxxxxxxxx Xxxxxxx
8 0000 Xxxxx Xxxxxxx Xxxxx Lufkin
11 000 Xxxxx XxXxxxx Xxxx Wheeling
17 193 and 000 Xxxxxxx Xxxx Xxxxxx Xxxxxxxx Beach
20 1030 - 0000 Xxxxx Xxxxxxx Xxxx Gilbert
33 0000-0000 Xxxxxxx Xxxxxx Hemet
34 1901-1919 Xxxxxxxxx Boulevard Los Angeles
35 12525 Xxxxxx Xxxxx Road Laurel
36 39809, 39745, 39729, 39681, 39665 Xxxxxxx Xxxxxxx Xxxxxxxx
00 1905 West Las Palmaritas Drive Phoenix
39 4120 and 0000 Xx Xxxxx Xxxxxxx Xxxxx San Diego
40 0000-0000 Xxxxxxxxxx Xxxxxx; 000 Xxxxxxxx Xxx Xxxxx Beach
43 Various Various
43.01 0000 Xxxxxxx Xxxx Xxx Xxxxx
43.02 00000 Xxxxx Xxxxxxx 00 Xxxxxxxx
43.03 00000 Xxxxxxx Xxxxx Xxxxxxxxx
43.04 000 Xxxxxxxxxx Xxxx Xxxx
43.05 00000 Xxxxx Xxxxxxx 00 Xxxx
46 00000 Xxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxx
47 0000 Xxxxxxxx Xxx Xxxxxxx
48 000 Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxx Xxxx
51 0000 Xxxx Xxxx Xxx Bakersfield
54 000 Xxxx Xxxxxxxx Xxxxxx Tempe
55 0000 Xxxxxxxxx Xxxxxx Xxx Xxxxx
56 0000-0000 Xxxxxxxx Xxxxx Coral Springs
57 00-00 Xxxxxx Xxxxxx and 00-00 Xxxxxxxxxx Xxxxxx Xxxx Xxxxxx Xxxx
58 000 000xx Xxxxxx XX Xxxxxxx
59 000-000 Xxxxxxxx Xxxxxx Xxxxx Xxxxxxx
60 Various Various
60.01 000-000 Xxxxx Xxxxxxxxx Xxxxx Shippensburg
60.02 000-000 Xxxxxxxxxx Xxxxx Xxxxxxxxx Xxxxxxxx
60.03 00-00 Xxxxxx Xxxxx Xxxxxxxxx Xxxxxxxx
63 0000 Xxxxxxxxxx Xxxx Xxxxxx
64 189 Admiral Cochrane Drive Annapolis
68 0000 Xxxxxxxx Xxxxxx Xxx Xxxxxxx
69 5880 Xxxxxx Drive Dallas
00 0000-0000 Santa Xxxx Avenue Santa Xxxx
74 Various Brea
74.01 000 Xxxx Xxxxx Xxxxxx Brea
74.02 000 Xxxxx Xxxx Xxxxxxxxx Brea
76 0000 Xxxxx Xxxxxxx Xxxxx Xxx Xxxxx
79 0000 Xxxxx Xxxxxxxxx Xxxxxxxxx Xx. Louis
80 3070 Gulf to Bay Boulevard Clearwater
82 15720 Ventura Xxxxxxxxx Xxxxxx
00 00 Xxxxx Xxxxxx Hamden
85 00 Xxxxxxxxxx Xxxxxx Xxxxxxxxxx
87 23123 Cajalco Road Perris
90 0000 Xxxxxx Xxxx Kennesaw
92 000 Xxxxxxx Xxxx Xxxxxx Xxxxxxxx Beach
94 0000 Xxxxx Xxxxxx Xxxx Xxxxxx
96 0 Xxxxxxx Xxxxxx and 000 Xxxx 00xx Xxxxxx Xxx Xxxx
101 5850 & 0000 Xxxxx Xxxxxx Xxxx Tamarac
102 000 Xxxxxxxxxx Xxxxx Xxxx Xxxxxxx Xxxxxxx
103 8550 Palmetto Commerce Parkway Xxxxxx
105 0000 Xxxx XxXxxx Xxxx Xxxx Xxxxx
109 0000 Xxxxx Xxxxx Xxxxxxxxx
114 5125 & 0000 Xxxxx Xxxx, 0000 Xxxxxxxxx Way, 2170 & 0000 Xxxxxxxx Xxxxxx Xxxxx, 0000 Xxxxxx Xxxx Xxxxxxx
115 1800-1940 Grandstand Drive San Antonio
117 0000 Xxxxxxx Xxxx Xxxxx Xxxxxxx
124 460 Saint Michael's Drive Santa Fe
125 165-08 Liberty Avenue Jamaica
126 4130 - 0000 Xxxxx Xxxxxxxx Xxxx Xxx Xxxxx
127 000 Xxxxx Xxxxxxxxxx Xxxxxxxxxxxxxx
128 4911 Oaklawn Boulevard Hopewell
129 0000 Xxxx Xxxx Xxxx Xxxxxxxx
135 0000 Xxxxxxx Xxxxx Xxxx Xxxxxxxxx
137 6900 Van Nuys Xxxxxxxxx Xxx Xxxx
000 000 Xxxxxx Xxxxxx Xxxxx Xxxxxx
141 Various Various
141.01 000 - 000 Xxxxxxx Xxxxx Xxxxxxxx
141.02 0000 Xxxxx 00 Cicero
142 0000 Xxxx 00xx Xxxxxx Xxx Xxxxxxx
144 4363 Bayberry Cove Bellbrook
145 26407 Bouquet Canyon Road Santa Clarita
149 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxx
152 000 Xxxxx Xxxxxxxx Xxxxxx Alhambra
153 0000 Xxxxxxxx Xxxx Xxxx Xxxxxxx
000 000 Xxxx Xxxxxxxx Xxxxxx Xxxxxx
156 801 & 000 Xxxxxxxx Xxxxx X'Xxxxxx
000 00000 & 00000 Xxxxx Xxxxxxxxx Xxxxxxx Xxxxxx Santa Xxxxxxxxx
159 0000 Xxxxxxx Xxx Xxxxx Xxx
161 000-000 Xxxxxxxx Xxxx Xxxxxx
162 0000 Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxxxx Hickory
163 0000 Xxxxxxxxx Xxxxx Flowery Branch
164 00 Xxxxx Xxxxxxx Xxx Xxxxxxxxx Xxxxxxxx
167 350-384 and 000 Xxxxxx Xxxxxx Xxxxxx Xxxxx
168 0000 Xxxxx Xxxxxx Santa Xxxxxxx
169 000 Xxxxxxxx Xxx Lawrenceville
170 0000-0000 Xxxxxxxx Xxxxx Xxxx Xxxxx
171 0000 Xxxxxxxxxx Xxxx Xxxxxxxxxxx
172 000 Xxxxx Xxxxxxxx Xxxxxx Alhambra
173 0000 Xxxx Xxxxxxxx Xxxx Xxxxxxxxx Thousand Oaks
175 0000 Xxxxxxxxx Xxxxx Xxxx Xxxxxx
176 00000 Xxxxxxxxx Xxxxxxxxx Corpus Christi
177 0000 Xxxx Xxxxxxxxx Xxx Xxxxxx
179 0000 XX 000 Pearland
180 1600-26, 1685-95 & 0000 Xxxxxxxx Xxxxx Xxxxxxxxxx
181 0000 Xxxxxxxx Xxxxxx Santa Xxxxxx
182 0000 Xxxxx Xxxxx Xxxx Xxx Xxxxx
183 000 Xxxxx Xxxxxxxxxxx Xxxxx Friendswood
184 00000 00xx Xxxxxx Xxxxxxxx
186 0000 Xxxx Xxxxx Xxx Xxxxx
188 0000 Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxxxxxxx
190 10701-10721 Xxxxxxxxxx Boulevard NE Albuquerque
191 1451- 0000 Xxxxx Xxx Xxxxxxx Xxxxxx San Jacinto
192 00 Xxxxxx Xxxxx Xxxxx Xxxxxx Xxxxx
193 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxx
000 0000 Xxxx 00xx Xxxxxx Xxxxxxx
195 2710 Xxxx Drive Durham
196 0000 Xxxxx Xxxxxxxx Xxxxxx Denver
197 0000 Xxxxxxxxxx Xxxx Xxxxxxxxxx
198 0000 Xxxxxxxx Xxxx Xxxxx Xxxx
201 3802 -0000 Xxxxxx Xxxxxx San Diego
202 10802 IH 37 Corpus Christi
203 000 0xx Xxxxxx and 000 0xx Xxxxxx Xxxxxxxx
203.01 000 0xx Xxxxxx Xxxxxxxx
203.02 000 0xx Xxxxxx Xxxxxxxx
204 0000 Xxxxxx Xxxxxx Oakland
205 0000 Xxxxxxxx Xxxxxxx McKinney
206 0000 Xxxxxxxxxx Xxxxxx Dayton
207 0000 Xxxxxxx Xxxxxx Xxx Xxxxx
208 000 Xxxxx Xxxx Xxxxxx Inglewood
209 0000 Xxxx Xxxx Xxxx Xxxxxxx Xxxxxxx
211 13747 & 00000 Xxxxxx Xxxxxx Cerritos
CUT-OFF DATE ORIGINAL MONTHLY P&I DEBT ANNUAL P&I DEBT INTEREST
LOAN # COUNTY STATE ZIP CODE BALANCE ($) BALANCE ($) SERVICE ($) SERVICE ($) RATE %
-------------------------------------------------------------------------------------------------------------------------
4 Xxxxxxxxx XX 00000 94,000,000 94,000,000 616,464.52 7,397,574.24 6.6360
5 Xxxxxxxxxx XX 00000 56,000,000 56,000,000 342,982.63 4,115,791.56 6.2000
6 Xxxxxxx XX 00000 51,600,000 51,600,000 285,605.44 3,427,265.28 5.2709
7 Xxxxxxxx XX 00000 37,027,252 37,120,000 229,158.12 2,749,897.44 6.2750
8 Xxxxxxxx XX 00000 30,000,000 30,000,000 177,365.47 2,128,385.64 5.8700
11 Xxxx XX 00000 29,350,000 29,350,000 170,913.45 2,050,961.40 6.1800
17 Xxxxxxxx Xxxxx Xxxx XX 00000 25,500,000 25,500,000 152,672.32 1,832,067.86 5.9870
20 Xxxxxxxx XX 00000 23,800,000 23,800,000 144,226.76 1,730,721.12 6.1000
33 Xxxxxxxxx XX 00000 18,500,000 18,500,000 108,313.81 1,299,765.72 5.7800
34 Xxx Xxxxxxx XX 00000 18,000,000 18,000,000 109,311.70 1,311,740.40 6.1200
35 Xxxxxx Xxxxxx'x XX 00000 17,500,000 17,500,000 103,910.89 1,246,930.68 5.9100
36 Xxxxxxxxx XX 00000 17,000,000 17,000,000 83,738.77 1,004,865.24 5.8300
38 Xxxxxxxx XX 00000 15,450,000 15,450,000 96,034.50 1,152,414.00 6.3400
39 Xxx Xxxxx XX 00000 15,000,000 15,000,000 80,350.69 964,208.28 6.3400
40 Xxxxx Xxxx XX 00000 14,976,996 15,000,000 92,845.92 1,114,151.04 6.3000
43 Various CA Various 14,263,692 14,275,000 87,152.24 1,045,826.88 6.1700
43.01 Xxxxxx XX 00000 4,353,593 4,357,045
43.02 Xxx Xxxxxxx XX 00000 3,624,885 3,627,759
43.03 Xxx Xxxxxxx XX 00000 2,757,480 2,759,666
43.04 Xxxxxxxxxx XX 00000 2,116,222 2,117,900
43.05 Xxx Xxxxxxx XX 00000 1,411,511 1,412,630
46 Xxx Xxxxxxx XX 00000 13,700,000 13,700,000 83,464.26 1,001,571.12 6.1500
47 Xxxxxx XX 00000 13,513,142 13,524,000 82,129.53 985,554.36 6.1200
48 Xxxxxxx XX 00000 13,466,453 13,500,000 88,222.72 1,058,672.64 6.1500
51 Xxxx XX 00000 12,781,584 12,800,000 81,157.41 973,888.92 6.5300
54 Xxxxxxxx XX 00000 12,500,000 12,500,000 74,702.89 896,434.68 5.9700
55 Xxxxx XX 00000 12,400,000 12,400,000 78,376.43 940,517.16 6.5000
56 Xxxxxxx XX 00000 12,000,000 12,000,000 73,340.61 880,087.33 6.1800
57 Xxxxxx XX 00000 11,700,000 11,700,000 69,846.81 838,161.70 5.9600
58 Xxxxxxxxx XX 00000 11,500,000 11,500,000 60,854.17 730,250.04 6.3500
59 Xxxxx XX 0000 11,330,000 11,330,000 70,277.39 843,328.68 6.3200
60 Various PA Various 11,102,754 11,102,754 66,431.06 797,172.72 5.9810
60.01 Xxxxxxxxxx XX 00000 3,797,343 3,797,343
60.02 Xxxx XX 00000 3,715,251 3,715,251
60.03 XxXxxx XX 00000 3,590,161 3,590,161
63 Xxxxxx XX 00000 10,500,000 10,500,000 63,087.88 757,054.56 6.0200
00 Xxxx Xxxxxxx XX 00000 10,500,000 10,500,000 65,884.51 790,614.12 6.4300
68 Xxx Xxxxxxx XX 00000 10,000,000 10,000,000 59,633.97 715,607.64 5.9500
69 Xxxxxx XX 00000 9,764,794 9,790,000 59,643.44 715,721.28 6.1500
70 Xxxxxx XX 00000 9,640,000 9,640,000 60,046.52 720,558.24 6.3600
74 Xxxxxx XX 00000 9,500,000 9,500,000 57,630.88 691,570.56 6.1100
74.01 Xxxxxx XX 00000 5,075,000 5,075,000
74.02 Xxxxxx XX 00000 4,425,000 4,425,000
76 Xxxxx XX 00000 9,100,000 9,100,000 51,042.51 612,510.12 5.3900
00 Xx. Xxxxx XX 00000 8,978,791 9,000,000 60,291.49 723,497.88 6.4150
80 Xxxxxxxx XX 00000 8,643,055 8,650,000 52,530.35 630,364.20 6.1200
82 Xxx Xxxxxxx XX 00000 8,500,000 8,500,000 52,945.58 635,346.96 6.3600
84 New Haven CT 6517 8,189,939 8,200,000 53,839.73 646,076.76 6.2000
85 Xxxxx XX 00000 8,141,000 8,141,000 51,082.46 612,989.52 6.4300
87 Xxxxxxxxx XX 00000 8,030,000 8,030,000 48,973.02 587,676.24 6.1600
90 Xxxx XX 00000 7,731,123 7,750,000 48,375.26 580,503.12 6.3800
92 Xxxxxxxx Xxxx XX 00000 7,500,000 7,500,000 44,893.99 538,727.84 5.9850
94 Xxxx XX 00000 7,396,315 7,400,000 43,192.59 518,311.08 6.2000
96 Xxx Xxxx XX 00000/00000 7,200,000 7,200,000 43,121.36 517,456.32 5.9900
000 Xxxxxxx XX 00000 6,689,328 6,700,000 40,861.67 490,340.04 6.1600
000 Xxxxxx XX 00000 6,600,000 6,600,000 42,888.16 514,657.91 6.4100
103 Xxxxxxxxx XX 00000 6,518,200 6,518,200 39,584.20 475,010.36 6.1200
105 Xxxxx IN 46825 6,500,000 6,500,000 40,063.90 480,766.80 6.2600
109 Xxxxxxxx XX 00000 6,300,000 6,300,000 38,096.32 457,155.87 6.0800
114 Xxxxxx XX 00000 6,200,000 6,200,000 37,772.15 453,265.80 6.1500
115 Xxxxx XX 00000 6,073,000 6,073,000 37,065.07 444,780.84 6.2700
117 Xxxxxx XX 00000 6,013,005 6,020,000 40,534.69 486,416.31 6.4700
000 Xxxxx Xx XX 00000 5,525,000 5,525,000 34,018.38 408,220.56 6.2500
000 Xxxxxx XX 00000 5,500,000 5,500,000 33,240.95 398,891.40 6.0750
000 Xxxxx XX 00000 5,500,000 5,500,000 32,975.28 395,703.36 6.0000
000 Xxxxxxxxx XX 00000 5,495,851 5,500,000 34,222.96 410,675.52 6.3500
128 Xxxxxxxx Xxxx XX 00000 5,491,528 5,520,000 44,167.22 530,006.64 6.3050
129 Xxxxxxxx XX 00000 5,489,915 5,500,000 32,296.53 387,558.36 6.1800
135 Xxxxx XX 00000 5,193,279 5,200,000 34,247.21 410,966.52 6.9000
137 Xxx Xxxxxxx XX 00000 5,000,000 5,000,000 30,138.44 361,661.34 6.0500
139 Xxx Xxxxxxx XX 00000 5,000,000 5,000,000 25,241.61 302,899.32 5.9750
000 Xxxxxxxx XX Various 4,900,000 4,900,000 30,074.60 360,895.20 6.2200
141.01 Xxxxxxxx XX 00000 3,150,000 3,150,000
141.02 Xxxxxxxx XX 00000 1,750,000 1,750,000
142 Xxx Xxxxxxx XX 00000 4,842,864 4,850,000 30,495.99 365,951.88 6.4500
144 Xxxxxx XX 00000 4,742,864 4,750,000 29,633.82 355,605.84 6.3750
145 Xxx Xxxxxxx XX 00000 4,721,397 4,725,000 29,277.27 351,327.24 6.3100
149 Xxxx XX 00000 4,400,000 4,400,000 27,120.18 325,442.16 6.2600
152 Xxx Xxxxxxx XX 00000 4,189,993 4,200,000 26,464.05 317,568.60 6.4700
153 Xxxxxxx XX 00000 4,080,000 4,080,000 25,174.36 302,092.32 6.2700
000 Xxxxxxxx XX 00000 4,065,000 4,065,000 25,320.44 303,845.28 6.3600
000 Xx Xxxxxxx XX 00000 4,000,000 4,000,000 24,602.68 295,232.16 6.2400
157 Xxxxxx XX 00000 3,975,000 3,975,000 23,985.69 287,828.28 6.0600
159 Xxxxxx XX 00000 3,769,305 3,775,000 23,514.07 282,168.84 6.3600
000 Xxxx XX 00000 3,675,000 3,675,000 22,594.16 271,129.87 6.2360
162 Xxxxxxx XX 00000 3,630,916 3,640,000 22,483.18 269,798.16 6.2800
000 Xxxx XX 00000 3,600,000 3,600,000 22,072.25 264,867.00 6.2100
164 Xxxxxx XX 00000 3,600,000 3,600,000 23,508.13 282,097.56 6.4600
167 Xxxxxx Xxxxxx XX 00000 3,557,540 3,600,000 40,239.09 482,869.08 6.1500
168 Xxxxx Xxxxxxx XX 00000 3,550,000 3,550,000 17,966.53 215,598.36 5.9900
169 Xxxxxxxx XX 00000 3,440,000 3,440,000 21,002.01 252,024.12 6.1700
170 Xxxxxx XX 00000 3,295,345 3,300,000 21,075.74 252,908.88 6.6000
171 Xxxxxxxxxx XX 00000 3,200,000 3,200,000 19,707.11 236,485.32 6.2520
172 Xxx Xxxxxxx XX 00000 3,092,523 3,100,000 19,431.30 233,175.60 6.4200
173 Xxxxxxx XX 00000 3,000,000 3,000,000 18,569.18 222,830.16 6.3000
000 Xxx XX 00000 2,995,672 3,000,000 19,001.52 228,018.24 6.5200
176 Nueces TX 78410 2,995,504 3,000,000 18,733.76 224,805.12 6.3840
000 Xxxx XX 00000 2,900,000 2,900,000 17,686.40 212,236.80 6.1600
000 Xxxxxxxx XX 00000 2,840,000 2,840,000 17,486.37 209,836.44 6.2500
180 Xxxxxxxxx XX 00000 2,800,000 2,800,000 17,004.04 204,048.48 6.1200
181 Xxx Xxxxxxx XX 00000 2,792,979 2,800,000 17,258.30 207,099.60 6.2600
000 Xxxxx XX 00000 2,738,000 2,738,000 16,796.06 201,552.72 6.2150
000 Xxxxxxxxx XX 00000 2,700,000 2,700,000 16,624.36 199,492.32 6.2500
184 Xxxxxxxxx XX 00000 2,618,591 2,625,000 16,368.00 196,416.00 6.3700
000 Xxxxx XX 00000 2,550,000 2,550,000 15,304.94 183,659.28 6.0100
188 Xxxxx XX 00000 2,253,336 2,255,000 14,149.48 169,793.76 6.4300
000 Xxxxxxxxxx XX 00000 2,246,416 2,250,000 13,722.20 164,666.40 6.1600
191 Xxxxxxxxx XX 00000 2,098,416 2,100,000 13,066.95 156,803.40 6.3500
192 Xxxxxxx XX 00000 2,096,875 2,100,000 13,149.38 157,792.56 6.4100
000 Xxxx XX 00000 1,976,997 1,980,000 12,307.33 147,687.96 6.3400
000 Xxxxxx XX 00000 1,947,734 1,950,000 13,130.01 157,560.12 6.4700
195 Xxxxxx Xxxxxx XX 00000 1,912,802 1,920,000 12,820.38 153,844.56 6.3800
196 Xxxxxxxx XX 00000 1,875,000 1,875,000 11,556.89 138,682.68 6.2600
197 Xxxxxxxxxx XX 00000 1,810,000 1,810,000 11,619.56 139,434.72 6.6500
000 Xxxxx Xxxx XX 00000 1,800,000 1,800,000 11,176.73 134,120.76 6.3300
201 Xxx Xxxxx XX 00000 1,747,503 1,750,000 11,130.33 133,563.96 6.5600
202 Nueces TX 78410 1,733,000 1,733,000 11,485.69 137,828.28 6.3000
000 Xxxxx XX 00000 1,625,000 1,625,000 9,973.72 119,684.64 6.2200
203.01 Xxxxx XX 00000 991,250 991,250
203.02 Xxxxx XX 00000 633,750 633,750
204 Xxxxxxx XX 00000 1,597,769 1,600,000 10,260.85 123,130.20 6.6400
000 Xxxxxx XX 00000 1,471,537 1,475,000 9,352.12 112,225.44 6.5300
206 Xxxxxxxxxx XX 00000 1,300,000 1,300,000 8,157.13 97,885.56 6.4300
000 Xxxxx XX 00000 1,300,000 1,300,000 8,311.15 99,733.80 6.6100
208 Xxx Xxxxxxx XX 00000 1,275,000 1,275,000 7,012.94 84,155.28 6.5100
209 Xx Xxxxxx XX 00000 1,274,085 1,275,000 8,084.04 97,008.48 6.5300
211 Xxx Xxxxxxx XX 00000 745,455 750,000 6,657.63 79,891.56 6.8000
NET MONTHLY
PRIMARY MASTER TRUSTEE AND SUB SERVICING ADMIN. MORTGAGE PAYMENT
LOAN # SERVICING FEE SERVICING FEE PAYING AGENT FEE FEE RATE FEE % RATE % ACCRUAL TYPE TERM DATE REM. TERM
------------------------------------------------------------------------------------------------------------------------------
4 0.010 0.010 0.001 0.021 6.61500 Actual/360 120 8 119
5 0.010 0.010 0.001 0.0200 0.041 6.15900 Actual/360 120 8 117
6 0.010 0.010 0.001 0.021 5.24990 Actual/360 120 8 111
7 0.010 0.010 0.001 0.021 6.25400 Actual/360 120 8 117
8 0.010 0.010 0.001 0.021 5.84900 Actual/360 120 8 113
11 0.010 0.010 0.001 0.021 6.15900 Actual/360 84 8 82
17 0.010 0.010 0.001 0.021 5.96600 Actual/360 120 8 120
20 0.010 0.010 0.001 0.021 6.07900 Actual/360 120 8 120
33 0.010 0.010 0.001 0.021 5.75900 Actual/360 120 8 118
34 0.010 0.010 0.001 0.021 6.09900 Actual/360 120 8 117
35 0.010 0.010 0.001 0.021 5.88900 Actual/360 120 8 119
36 0.010 0.010 0.001 0.021 5.80900 Actual/360 120 8 119
38 0.010 0.010 0.001 0.021 6.31900 Actual/360 120 8 119
39 0.010 0.010 0.001 0.021 6.31900 Actual/360 120 8 119
40 0.010 0.010 0.001 0.021 6.27900 Actual/360 120 8 118
43 0.010 0.010 0.001 0.021 6.14900 Actual/360 120 8 119
43.01
43.02
43.03
43.04
43.05
46 0.010 0.010 0.001 0.021 6.12900 Actual/360 120 8 119
47 0.010 0.010 0.001 0.021 6.09900 Actual/360 120 8 119
48 0.010 0.010 0.001 0.021 6.12900 Actual/360 120 8 118
51 0.010 0.010 0.001 0.021 6.50900 Actual/360 120 8 118
54 0.010 0.010 0.001 0.021 5.94900 Actual/360 120 8 120
55 0.010 0.010 0.001 0.021 6.47900 Actual/360 60 8 59
56 0.010 0.010 0.001 0.021 6.15900 Actual/360 120 8 120
57 0.010 0.010 0.001 0.021 5.93900 Actual/360 120 8 120
58 0.010 0.010 0.001 0.021 6.32900 Actual/360 60 8 60
59 0.010 0.010 0.001 0.021 6.29900 Actual/360 120 8 118
60 0.010 0.010 0.001 0.021 5.96000 Actual/360 120 8 119
60.01
60.02
60.03
63 0.010 0.010 0.001 0.021 5.99900 Actual/360 120 8 119
64 0.010 0.010 0.001 0.021 6.40900 Actual/360 120 8 119
68 0.010 0.010 0.001 0.021 5.92900 Actual/360 120 8 119
69 0.010 0.010 0.001 0.021 6.12900 Actual/360 120 8 117
70 0.010 0.010 0.001 0.021 6.33900 Actual/360 120 8 117
74 0.010 0.010 0.001 0.021 6.08900 Actual/360 120 8 120
74.01
74.02
76 0.010 0.010 0.001 0.021 5.36900 Actual/360 120 8 117
79 0.010 0.010 0.001 0.021 6.39400 Actual/360 120 8 118
80 0.010 0.010 0.001 0.021 6.09900 Actual/360 120 8 119
82 0.010 0.010 0.001 0.021 6.33900 Actual/360 120 8 120
84 0.010 0.010 0.001 0.021 6.17900 Actual/360 120 8 119
85 0.010 0.010 0.001 0.021 6.40900 Actual/360 120 8 119
87 0.010 0.010 0.001 0.021 6.13900 Actual/360 120 8 118
90 0.010 0.010 0.001 0.021 6.35900 Actual/360 120 8 117
92 0.010 0.010 0.001 0.021 5.96400 Actual/360 120 8 120
94 0.010 0.010 0.001 0.021 6.17900 Actual/360 120 8 119
96 0.010 0.010 0.001 0.021 5.96900 Actual/360 120 8 119
101 0.010 0.010 0.001 0.021 6.13900 Actual/360 120 8 118
102 0.010 0.010 0.001 0.021 6.38900 Actual/360 120 8 120
103 0.010 0.010 0.001 0.021 6.09900 Actual/360 132 8 132
105 0.010 0.010 0.001 0.021 6.23900 Actual/360 120 8 118
109 0.010 0.010 0.001 0.021 6.05900 Actual/360 120 8 120
114 0.010 0.010 0.001 0.021 6.12900 Actual/360 120 8 118
115 0.010 0.010 0.001 0.021 6.24900 Actual/360 120 8 118
117 0.010 0.010 0.001 0.021 6.44900 Actual/360 120 8 119
124 0.010 0.010 0.001 0.021 6.22900 Actual/360 120 8 117
125 0.010 0.010 0.001 0.021 6.05400 Actual/360 120 8 120
126 0.010 0.010 0.001 0.021 5.97900 Actual/360 120 8 117
127 0.010 0.010 0.001 0.021 6.32900 Actual/360 120 8 119
128 0.010 0.010 0.001 0.021 6.28400 Actual/360 120 8 118
129 0.010 0.010 0.001 0.021 6.15900 Actual/360 120 8 117
135 0.010 0.010 0.001 0.021 6.87900 Actual/360 120 8 118
137 0.010 0.010 0.001 0.021 6.02900 Actual/360 120 8 120
139 0.010 0.010 0.001 0.021 5.95400 Actual/360 120 8 120
141 0.010 0.010 0.001 0.021 6.19900 Actual/360 120 8 120
141.01
141.02
142 0.010 0.010 0.001 0.021 6.42900 Actual/360 120 8 118
144 0.010 0.010 0.001 0.021 6.35400 Actual/360 120 8 118
145 0.010 0.010 0.001 0.021 6.28900 Actual/360 120 8 119
149 0.010 0.010 0.001 0.021 6.23900 Actual/360 120 8 118
152 0.010 0.010 0.001 0.021 6.44900 Actual/360 120 8 117
153 0.010 0.010 0.001 0.021 6.24900 Actual/360 120 8 117
154 0.010 0.010 0.001 0.021 6.33900 Actual/360 120 8 119
156 0.010 0.010 0.001 0.021 6.21900 Actual/360 120 8 118
157 0.010 0.010 0.001 0.021 6.03900 Actual/360 120 8 117
159 0.010 0.010 0.001 0.021 6.33900 Actual/360 120 8 118
161 0.010 0.010 0.001 0.021 6.21500 Actual/360 120 8 120
162 0.010 0.010 0.001 0.021 6.25900 Actual/360 120 8 117
163 0.010 0.010 0.001 0.021 6.18900 Actual/360 120 8 118
164 0.010 0.010 0.001 0.021 6.43900 Actual/360 120 8 120
167 0.010 0.010 0.001 0.021 6.12900 Actual/360 120 8 118
168 0.010 0.010 0.001 0.021 5.96900 Actual/360 120 8 117
169 0.010 0.010 0.001 0.021 6.14900 Actual/360 120 8 118
170 0.010 0.010 0.001 0.021 6.57900 Actual/360 120 8 118
171 0.010 0.010 0.001 0.021 6.23100 Actual/360 120 8 118
172 0.010 0.010 0.001 0.021 6.39900 Actual/360 120 8 117
173 0.010 0.010 0.001 0.021 6.27900 Actual/360 120 8 118
175 0.010 0.010 0.001 0.021 6.49900 Actual/360 120 8 118
176 0.010 0.010 0.001 0.021 6.36300 Actual/360 120 8 118
177 0.010 0.010 0.001 0.021 6.13900 Actual/360 120 8 118
179 0.010 0.010 0.001 0.021 6.22900 Actual/360 84 8 82
180 0.010 0.010 0.001 0.021 6.09900 Actual/360 120 8 120
181 0.010 0.010 0.001 0.021 6.23900 Actual/360 120 8 117
182 0.010 0.010 0.001 0.021 6.19400 Actual/360 120 8 120
183 0.010 0.010 0.001 0.021 6.22900 Actual/360 84 8 82
184 0.010 0.010 0.001 0.021 6.34900 Actual/360 120 8 117
186 0.010 0.010 0.001 0.021 5.98900 Actual/360 120 8 117
188 0.010 0.010 0.001 0.021 6.40900 Actual/360 120 8 119
190 0.010 0.010 0.001 0.021 6.13900 Actual/360 120 8 118
191 0.010 0.010 0.001 0.021 6.32900 Actual/360 120 8 119
192 0.010 0.010 0.001 0.021 6.38900 Actual/360 120 8 118
193 0.010 0.010 0.001 0.021 6.31900 Actual/360 120 8 118
194 0.010 0.010 0.001 0.021 6.44900 Actual/360 180 8 179
195 0.010 0.010 0.001 0.021 6.35900 Actual/360 120 8 117
196 0.010 0.010 0.001 0.021 6.23900 Actual/360 120 8 119
197 0.010 0.010 0.001 0.021 6.62900 Actual/360 120 8 119
198 0.010 0.010 0.001 0.021 6.30900 Actual/360 120 8 118
201 0.010 0.010 0.001 0.021 6.53900 Actual/360 120 8 118
202 0.010 0.010 0.001 0.021 6.27900 Actual/360 120 8 116
203 0.010 0.010 0.001 0.021 6.19900 Actual/360 120 8 119
203.01
203.02
204 0.010 0.010 0.001 0.021 6.61900 Actual/360 120 8 118
205 0.010 0.010 0.001 0.021 6.50900 Actual/360 120 8 117
206 0.010 0.010 0.001 0.021 6.40900 Actual/360 120 8 120
207 0.010 0.010 0.001 0.021 6.58900 Actual/360 120 8 118
208 0.010 0.010 0.001 0.021 6.48900 Actual/360 120 8 118
209 0.010 0.010 0.001 0.021 6.50900 Actual/360 120 8 119
211 0.010 0.010 0.001 0.021 6.77900 Actual/360 120 8 118
PARTIAL
MATURITY/ AMORT ARD ENVIRONMENTAL CROSS CROSS DEFEASANCE
LOAN # ARD DATE TERM REM. AMORT TITLE TYPE ARD LOAN STEP UP INSURANCE DEFAULTED COLLATERALIZED ALLOWED
----------------------------------------------------------------------------------------------------------------------------
4 8/8/2016 336 336 Fee No
5 6/8/2016 360 360 Fee/Leasehold No
6 12/8/2015 360 360 Fee No
7 6/8/2016 360 357 Fee No
8 2/8/2016 360 360 Fee No
11 7/8/2013 420 420 Fee No
17 9/8/2016 360 360 Fee No
20 9/8/2016 360 360 Fee No
33 7/8/2016 360 360 Leasehold No
34 6/8/2016 360 360 Fee No
35 8/8/2016 360 360 Fee No
36 8/8/2016 0 0 Fee No Yes
38 8/8/2016 360 360 Fee No
39 8/8/2016 0 0 Fee No
40 7/8/2016 360 358 Leasehold No
43 8/8/2016 360 359 Fee No Yes
43.01 Fee No
43.02 Fee No
43.03 Fee No
43.04 Fee No
43.05 Fee No
46 8/8/2016 360 360 Fee No
47 8/8/2016 360 359 Fee No
48 7/8/2016 300 298 Fee/Leasehold No
51 7/8/2016 360 358 Fee No
54 9/8/2016 360 360 Fee No
55 8/8/2011 360 360 Fee No
56 9/8/2016 360 360 Fee No
57 9/8/2016 360 360 Fee No
58 9/8/2011 0 0 Fee No
59 7/8/2016 360 360 Fee No
60 8/8/2016 360 360 Fee No Yes
60.01 Fee No
60.02 Fee No
60.03 Fee No
63 8/8/2016 360 360 Fee No
64 8/8/2016 360 360 Fee No
68 8/8/2016 360 360 Fee No
69 6/8/2016 360 357 Fee No
70 6/8/2016 360 360 Fee No
74 9/8/2016 360 360 Fee No Yes
74.01 Fee No
74.02 Fee No
76 6/8/2016 360 360 Fee No
79 7/8/2016 300 298 Fee No
80 8/8/2016 360 359 Fee/Leasehold No
82 9/8/2016 360 360 Fee No
84 8/8/2016 300 299 Fee/Leasehold No
85 8/8/2016 360 360 Fee No
87 7/8/2016 360 360 Leasehold No
90 6/8/2016 360 357 Fee No
92 9/8/2016 360 360 Fee No
94 8/8/2016 420 419 Fee No
96 8/8/2016 360 360 Fee No
101 7/8/2016 360 358 Fee No
102 9/8/2016 324 324 Fee No
103 9/8/2017 360 360 Fee No
105 7/8/2016 360 360 Leasehold No
109 9/8/2016 360 360 Fee No
114 7/8/2016 360 360 Fee No
115 7/8/2016 372 372 Fee No
117 8/8/2016 300 299 Fee No
124 6/8/2016 360 360 Fee No
125 9/8/2016 360 360 Fee No
126 6/8/2016 360 360 Fee No
127 8/8/2016 360 359 Fee No
128 7/8/2016 204 202 Fee No
129 6/8/2016 408 405 Fee No
135 7/8/2016 360 358 Fee No
137 9/8/2016 360 360 Fee No
139 9/8/2016 0 0 Fee No
141 9/8/2016 360 360 Fee No Yes
141.01 Fee No
141.02 Fee No
142 7/8/2016 360 358 Fee No
144 7/8/2016 360 358 Fee No
145 8/8/2016 360 359 Fee No
149 7/8/2016 360 360 Fee No
152 6/8/2016 360 357 Fee No
153 6/8/2016 360 360 Fee No
154 8/8/2016 360 360 Fee No
156 7/8/2016 360 360 Fee No
157 6/8/2016 360 360 Fee No
159 7/8/2016 360 358 Fee No
161 9/8/2016 360 360 Fee No
162 6/8/2016 360 357 Fee No
163 7/8/2016 360 360 Fee No
164 9/8/2016 324 324 Fee No
167 7/8/2016 120 118 Leasehold Xx
000 0/0/0000 0 0 Xxx Xx
169 7/8/2016 360 360 Fee No
170 7/8/2016 360 358 Fee No
171 7/8/2016 360 360 Fee No
172 6/8/2016 360 357 Fee No
173 7/8/2016 360 360 Fee No
175 7/8/2016 360 358 Fee No
176 7/8/2016 360 358 Fee No
177 7/8/2016 360 360 Fee No
179 7/8/2013 360 360 Fee No
180 9/8/2016 360 360 Fee No
181 6/8/2016 360 357 Fee No
182 9/8/2016 360 360 Fee No
183 7/8/2013 360 360 Fee No
184 6/8/2016 360 357 Fee No
186 6/8/2016 360 360 Fee No
188 8/8/2016 360 359 Fee No
190 7/8/2016 360 358 Fee No
191 8/8/2016 360 359 Fee No
192 7/8/2016 360 358 Fee No
193 7/8/2016 360 358 Fee No
194 8/8/2021 300 299 Fee No
195 6/8/2016 300 297 Fee No
196 8/8/2016 360 360 Fee No
197 8/8/2016 360 360 Fee No
198 7/8/2016 360 360 Fee No
201 7/8/2016 360 358 Fee No
202 5/8/2016 300 300 Fee No
203 8/8/2016 360 360 Fee No Yes
203.01 Fee No
203.02 Fee No
204 7/8/2016 360 358 Fee No
205 6/8/2016 360 357 Fee No
206 9/8/2016 360 360 Fee No
207 7/8/2016 360 360 Fee No
208 7/8/2016 0 0 Fee No
209 8/8/2016 360 359 Fee No
211 7/8/2016 180 178 Fee No
UPFRONT UPFRONT UPFRONT UPFRONT UPFRONT
LETTER OF LOCKBOX HOLDBACK ENGINEERING CAPEX TI/LC RE TAX INS.
LOAN # CREDIT TYPE AMOUNT RESERVE ($) RESERVE ($) RESERVE ($) RESERVE ($) RESERVE ($)
-----------------------------------------------------------------------------------------------------------------------------
4 Soft 154,307 188,350 58,708
5 Hard 1,600,000 200,400 7,388
6 Hard 443,833 741,365 43,423 17,542
7 Hard
8 Hard 44,505 59,293
11 52,500 149,543 4,212
17 40,366 24,847
20 500,000 197,668 4,006
33 88,578 18,373
34 Hard 2,813 72,542 20,000
35 12,500
36 468,084 55,339
38 56,363 18,708
39 56,164
40 54,144 22,311
43 11,106 93,246 35,446
43.01
43.02
43.03
43.04
43.05
46 123,621 1,634
47 162,639
48 34,197
51 Hard 174,000 39,265
54 Hard 76,806 12,500
55 20,995 19,330
56 Yes Hard 119,206 54,832
57 65,670 64,089 29,272
58 10,700 41,535 1,810
59 15,488 150,000 30,278 11,618
60 Hard 55,871 3,083
60.01
60.02
60.03
63 100,000 182,378 3,378
64 Hard 64,500 20,580
68 3,750 54,462 22,491
69 74,000 15,500
70 5,625
74 Hard 45,592 1,680
74.01
74.02
76 20,000 100,000 23,165 1,167
79 Hard 87,649 102,000 27,500
80 106,678
82 3,600 49,053 13,028
84 Hard 7,231
85 Hard 18,750 48,832 2,954
87 52,000 4,500
90 Hard 1,162,450 82,642 3,107
92 24,950 10,265
94 26,136 19,382
96 45,011
101 Hard 77,318 55,422
102 90,936 2,520
103 Hard
105 20,825 15,750
109 54,817 22,877
114 180,000 74,952 21,404
115 35,950 63,000 15,214
117 7,000 7,102
124 20,000 5,627 2,015
125 34,078 15,939
126 22,230 100,000 3,822
127 Hard 48,502 16,482
128 8,490 8,469
129 20,377
135 Hard 2,000 13,333 89,335 6,099
137 39,268 7,746
139 Hard 44,288 1,540
141 19,704
141.01
141.02
142 37,784 4,012
144 198,000 19,253 4,339
145 Yes 10,680
149 28,750 26,512 3,596
152 745 65,000 10,649 1,052
153 880 5,867 1,164
154
156 1,875 1,563 33,624 1,751
157 Hard 22,116 9,088
159 16,155 1,476 150,000 7,755 2,208
161 18,688 1,956 6,259 17,895 4,038
162 Yes 6,000 33,000 12,385 209
163 32,395 1,411
164 36,629 2,497
167 33,551
168 21,442 4,402
169 4,323 2,067
170 Hard 46,003 14,775
171 4,750 31,500 2,667 214
172 880 30,000 9,236 2,046
173 493 2,932 4,327 1,409
175 20,000 7,000
176 13,184 11,994
177 26,000 1,000
179 32,224 26,000 3,000
180 55,325 8,868 15,046 5,118
181 Hard 13,339 844
182 748 3,341 832
183 10,022 26,000 4,985
184 2,368 5,017 653
186 Yes 1,013 5,449 750
188 250 1,361 10,111 711
190 40,000 4,650 3,739
191 1,889
192 100,000 54,455 2,007
193 2,500 1,750 6,049 10,781
194 196 1,635 10,379 418
195 Hard 25,500 2,553 2,029 7,155 4,246
196 3,750 840 8,543
197 419 2,328 2,960 3,089
198 4,583
201 620 3,008 3,949
202 None at Closing, Springing Soft 30,030 20,195 5,962
203 494 3,346
203.01
203.02
204 1,875 592 2,263 5,833 1,378
205 252 2,833 6,250 453
206
207 473 2,144 549
208 5,361
209 4,663 572
211 25,764 208
UPFRONT MONTHLY MONTHLY MONTHLY MONTHLY MONTHLY MONTHLY MONTHLY
OTHER CAPEX CAPEX TI/LC TI/LC RE TAX INS. OTHER GRACE
LOAN # RESERVE ($) RESERVE ($) RESERVE CAP ($) RESERVE ($) RESERVE CAP ($) RESERVE ($) RESERVE ($) RESERVE ($) PERIOD
------------------------------------------------------------------------------------------------------------------------------
4 1,250,000 33,333 14,677 0
5 725,000 6,268 1,600,000 66,800 7,388 0
6 17,727,044 6,933 20,579 21,712 8,771 5
7 0
8 4,811 22,253 5,390 0
11 2,425,000 1,696 47,104 2,106 0
17 38,658 2,761 0
20 1,970 70,914 500,000 39,534 4,006 0
33 22,145 2,625 0
34 433,883 1,220 43,920 4,067 200,000 18,135 1,833 17500 0
35 41,748 0
36 3,760 11,068 0
38 10,125 9,394 9,354 0
39 633 10,000 5,061 100,000 11,233 0
40 1,375,000 17,012 13,536 11,156 0
43 4,305 258,295 13,323 2,582 0
43.01
43.02
43.03
43.04
43.05
46 884 2,947 106,082 20,603 1,634 0
47 15,215 18,071 0
48 13,948 15,000 3,800 0
51 174,000 9,817 0
54 374,201 1,136 2,878 103,608 15,362 2,500 0
55 3,980 6,999 3,866 0
56 1,000,000 506 12,146 4,656 111,747 11,193 10,966 0
57 1,940 93,084 21,363 3,659 0
58 688 8,307 905 0
59 1,179 150,000 10,093 968 0
60 8,295 1,236 8,242 8,467 1,542 8295.22 0
60.01
60.02
60.03
63 3,540 26,054 3,378 0
64 5,930 13,250 2,940 0
68 7,780 2,811 5
69 6,463 14,626 7,237 10
70 845 5,633 75,000 9,233 1,247 0
74 2,000,000 379 1,262 7,599 1,680 0
74.01
74.02
76 20,000 100,000 4,633 1,167 0
79 20,830 746,481 14,496 4,483 0
80 10,335 11,853 0
82 1,200 129,584 7,008 1,448 0
84 53,840 570 3,616 0
85 115,000 950 3,050 73,200 12,766 1,477 0
87 2,290 12,773 2,088 0
90 730,500 2,033 9,182 1,036 0
92 11,700 1,027 5
94 900,000 4,250 6,534 3,230 0
96 22,505 0
101 734 1,500 150,000 12,886 7,244 0
102 7,230 #VALUE! 11,367 1,260 10
103 89,571 0
105 748 35,918 90,000 6,942 1,750 0
109 843 30,336 4,983 1,760 0
114 720,000 874 180,000 13,741 1,784 0
115 1,451 52,000 3,917 150,000 8,893 1,268 0
117 500,000 9,899 12,502 2,367 0
124 453 5,000 140,000 2,814 1,007 0
125 436 20,906 11,360 1,771 0
126 22,230 100,000 3,427 514 0
127 34,223 6,107 6,063 2,747 0
128 6,342 4,245 1,059 0
129 354 5,094 5
135 6,667 240,000 9,926 3,049 10
137 821 20,000 6,545 861 0
139 230,000 87 3,118 1,212 43,646 6,327 770 0
141 500,000 1,478 35,464 4,523 0
141.01
141.02
142 6,297 1,003 0
144 2,361 9,626 2,170 0
145 500,000 5,340 0
149 613 1,546 13,256 599 0
152 372 1,852 85,000 5,325 526 0
153 440 15,840 2,933 582 0
154 175,000 0
156 782 18,756 4,318 875 0
157 272 5,529 1,298 0
159 738 2,545 150,000 3,878 1,104 0
161 978 3,129 112,654 5,965 2,019 0
162 390,000 6,000 33,000 2,064 209 0
163 967 3,676 706 0
164 5,279 #VALUE! 4,579 1,248 0
167 494 8,388 5
168 5,361 880 0
169 1,441 344 0
170 1,210 3,900 4,600 2,463 0
171 251,000 2,667 31 0
172 440 2,173 55,000 4,618 1,023 0
173 247 1,466 2,164 704 0
175 125,000 2,158 1,121 0
176 200,000 441 1,325 3,500 1,950 0
177 308 1,334 6,831 349 0
179 240,000 194 1,343 64,448 3,568 1,391 0
180 4,434 7,523 1,279 0
181 4,446 281 0
182 100,000 374 1,775 1,671 416 0
183 185 835 40,088 4,279 1,662 0
184 460 13,276 1,645 76,000 2,508 327 0
186 200,000 507 2,724 375 0
188 125 680 2,022 356 0
190 392 2,000 100,000 1,163 534 0
191 703 500 0
192 1,245 5,478 1,003 0
193 875 2,082 1,078 0
194 9,000 98 818 40,000 1,297 209 10
195 1,276 1,015 3,577 2,123 0
196 420 15,117 4,271 0
197 200,000 210 1,164 740 343 0
198 313 4,583 267 0
201 310 1,504 439 0
202 5,049 852 0
203 16,582 247 14,820 1,673 0
203.01
203.02
204 296 1,132 36,000 2,917 689 0
205 126 1,417 68,000 3,125 226 0
206 169 0
207 237 8,519 1,072 183 0
208 1,276 0
209 138 933 191 0
211 5,153 104 0
SCHEDULE III
FIRST PAGES OF THE SEPTEMBER 15, 2006 TERM SHEET AND THE SEPTEMBER 15, 2006
REVISED ANNEX A-1 FREE WRITING PROSPECTUS
The depositor has filed a registration statement (including a prospectus) with
the SEC (SEC File No. 333-130408) for the offering to which this communication
relates. Before you invest, you should read the prospectus in that registration
statement and other documents the depositor has filed with the SEC for more
complete information about the depositor, the issuing entity and this offering.
You may get these documents for free by visiting XXXXX on the SEC Web site at
xxx.xxx.xxx. Alternatively, the depositor, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus if you
request it by calling toll free 000-000-0000.
[LOGO] Xxxxxxx Xxxxx [LOGO] Countrywide(R)
-------------------------------------
SECURITIES CORPORATION
A Countrywide Capital Markets Company
[LOGO] PNC
REVISED PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET
$2,246,176,000 (APPROXIMATE)
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-3
CLASS A-1, CLASS X-0, XXXXX X-0, CLASS A-SB, CLASS A-4, CLASS A-1A, CLASS AM,
CLASS AJ, CLASS B, CLASS C AND CLASS D
--------------------------------------------------------------------------------
ML-CFC COMMERCIAL MORTGAGE TRUST 2006-3
Issuing Entity
XXXXXXX XXXXX MORTGAGE INVESTORS, INC.
Depositor
XXXXXXX XXXXX MORTGAGE LENDING, INC.
COUNTRYWIDE COMMERCIAL REAL ESTATE FINANCE, INC.
PNC BANK, NATIONAL ASSOCIATION
Mortgage Loan Sellers & Sponsors
MIDLAND LOAN SERVICES, INC.
CAPMARK FINANCE INC.
Master Servicers
ING CLARION PARTNERS, LLC
Special Servicer
LASALLE BANK NATIONAL ASSOCIATION
Trustee
SEPTEMBER 15, 2006
This material is being provided by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated, Countrywide Securities Corporation, PNC Capital Markets LLC,
Xxxxxxx, Sachs & Co. and Xxxxxx Xxxxxxx & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.
NOTICE RELATING TO AUTOMATICALLY GENERATED E-MAIL DISCLAIMERS
Any legends, disclaimers or other notices or language that may appear in the
text of, at the bottom of, or attached to, an email communication to which this
material may have been attached are not applicable to these materials and should
be disregarded. Such legends, disclaimers or other notices have been
automatically generated as a result of these materials having been sent via
Bloomberg or another e-mail system.
XXXXXXX XXXXX & CO. COUNTRYWIDE SECURITIES CORPORATION
PNC CAPITAL MARKETS LLC
XXXXXXX, SACHS & CO. XXXXXX XXXXXXX
XX-CFC COMMERCIAL MORTGAGE TRUST 2006-3
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-3
--------------------------------------------------------------------------------
STRUCTURAL OVERVIEW
--------------------------------------------------------------------------------
OFFERED CERTIFICATES
INITIAL APPROX.
CERTIFICATE APPROX. PERCENTAGE
EXPECTED RATINGS PRINCIPAL BALANCE TOTAL INITIAL OF INITIAL WEIGHTED PRINCIPAL ASSUMED FINAL
---------------- OR NOTIONAL CREDIT MORTGAGE AVERAGE WINDOW DISTRIBUTION
CLASS FITCH XXXXX'X AMOUNT(1) SUPPORT POOL BALANCE LIFE (YEARS)(2) (MO./YR.)(2) DATE(2) RATE TYPE
----------------------------------------------------------------------------------------------------------------------------------
A-1 AAA Aaa $ 66,580,000 30.000 2.746 2.951 10/06-08/11 August 2011 (3)
----------------------------------------------------------------------------------------------------------------------------------
A-2 AAA Aaa $ 163,000,000 30.000 6.722 4.953 08/11-10/11 October 2011 (3)
----------------------------------------------------------------------------------------------------------------------------------
A-3 AAA Aaa $ 34,000,000 30.000 1.402 6.787 07/13-08/13 August 2013 (3)
----------------------------------------------------------------------------------------------------------------------------------
A-SB AAA Aaa $ 118,000,000 30.000 4.866 7.176 10/11-12/15 December 2015 (3)
----------------------------------------------------------------------------------------------------------------------------------
A-4 AAA Aaa $ 971,780,000 30.000 40.073 9.740 12/15-08/16 August 2016 (3)
----------------------------------------------------------------------------------------------------------------------------------
A-1A AAA Aaa $ 344,155,000 30.000 14.192 9.167 10/06-09/16 September 2016 (3)
----------------------------------------------------------------------------------------------------------------------------------
AM AAA Aaa $ 242,502,000 20.000 10.000 9.953 09/16-09/16 September 2016 (3)
----------------------------------------------------------------------------------------------------------------------------------
AJ AAA Aaa $ 190,971,000 12.125 7.875 9.953 09/16-09/16 September 2016 (3)
----------------------------------------------------------------------------------------------------------------------------------
B AA Aa2 $ 48,500,000 10.125 2.000 9.953 09/16-09/16 September 2016 (3)
----------------------------------------------------------------------------------------------------------------------------------
C AA-- Aa3 $ 18,188,000 9.375 0.750 9.953 09/16-09/16 September 2016 (3)
----------------------------------------------------------------------------------------------------------------------------------
D A A2 $ 48,500,000 7.375 2.000 9.953 09/16-09/16 September 2016 (3)
----------------------------------------------------------------------------------------------------------------------------------
NON-OFFERED CERTIFICATES(4)
INITIAL APPROX.
CERTIFICATE APPROX. PERCENTAGE
EXPECTED RATINGS PRINCIPAL BALANCE TOTAL INITIAL OF INITIAL WEIGHTED PRINCIPAL ASSUMED FINAL
---------------- OR NOTIONAL CREDIT MORTGAGE AVERAGE WINDOW DISTRIBUTION
CLASS FITCH XXXXX'X AMOUNT(1) SUPPORT POOL BALANCE LIFE (YEARS)(2) (MO./YR.)(2) DATE(2) RATE TYPE
----------------------------------------------------------------------------------------------------------------------------------
E A-- A3 $ 21,219,000 6.500 0.875 9.953 09/16-09/16 September 2016 (3)
----------------------------------------------------------------------------------------------------------------------------------
F BBB+ Baa1 $ 36,375,000 5.000 1.500 10.020 09/16-10/16 October 2016 (3)
----------------------------------------------------------------------------------------------------------------------------------
G BBB Baa2 $ 24,251,000 4.000 1.000 10.036 10/16-10/16 October 2016 (3)
----------------------------------------------------------------------------------------------------------------------------------
H BBB-- Baa3 $ 21,219,000 3.125 0.875 10.036 10/16-10/16 October 2016 (3)
----------------------------------------------------------------------------------------------------------------------------------
J BB+ Ba1 $ 12,125,000 2.625 0.500 10.036 10/16-10/16 October 2016 (3)
----------------------------------------------------------------------------------------------------------------------------------
K BB Ba2 $ 6,062,000 2.375 0.250 10.036 10/16-10/16 October 2016 (3)
----------------------------------------------------------------------------------------------------------------------------------
L BB-- Ba3 $ 9,094,000 2.000 0.375 10.036 10/16-10/16 October 2016 (3)
----------------------------------------------------------------------------------------------------------------------------------
M B+ B1 $ 6,063,000 1.750 0.250 10.265 10/16-02/17 February 2017 (3)
----------------------------------------------------------------------------------------------------------------------------------
N B B2 $ 6,062,000 1.500 0.250 10.369 02/17-02/17 February 2017 (3)
----------------------------------------------------------------------------------------------------------------------------------
P B-- B3 $ 3,031,000 1.375 0.125 10.369 02/17-02/17 February 2017 (3)
----------------------------------------------------------------------------------------------------------------------------------
Q NR NR $ 33,345,032 0.000 1.375 11.980 02/17-07/24 July 2024 (3)
----------------------------------------------------------------------------------------------------------------------------------
X AAA Aaa $ 2,425,022,032 N/A N/A N/A N/A July 2024 (3)
----------------------------------------------------------------------------------------------------------------------------------
__________________________________
(1) In the case of each such class, subject to a permitted variance of plus or
minus 5.0%. The class X certificates will not have a certificate principal
balance and their holders will not receive distributions of principal.
(2) As of the cut-off date. The weighted average life, principal window and
assumed final distribution date were calculated assuming no prepayments
will be made on the mortgage loans prior to their related maturity dates
(except in the case of loans with anticipated repayment dates (ARD loans),
which are assumed to prepay on their anticipated repayment dates) and the
other Modeling Assumptions that will be described in the offering
prospectus.
(3) The pass-through rates on the class X-0, X-0, X-0, X-XX, X-0, A-1A, AM,
AJ, B, C, D, E, F, G, H, J, K, L, M, N, P, Q, and X certificates will
equal any one of (i) a fixed rate, (ii) the weighted average of certain
net mortgage rates on the mortgage loans (in each case adjusted, if
necessary, to accrue on the basis of a 360-day year consisting of twelve
30-day months), (iii) a rate equal to the lesser of a specified
pass-through rate and the weighted average of certain net mortgage rates
on the mortgage loans (in each case adjusted, if necessary, to accrue on
the basis of a 360-day year consisting of twelve 30-day months), (iv) the
weighted average of certain net mortgage rates on the mortgage loans (in
each case adjusted, if necessary, to accrue on the basis of a 360-day year
consisting of twelve 30-day months) less a specified percentage, or (v) in
the case of a class of certificates that does not have a principal balance
but has a notional amount, the weighted average of the respective rates at
which interest accrues from time to time on the respective components of
that notional amount.
(4) Not offered pursuant to the offering prospectus. Any information provided
herein regarding the characteristics of these classes of certificates is
provided only to enhance your understanding of the offered certificates.
This material is being provided by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated, Countrywide Securities Corporation, PNC Capital Markets, LLC,
Xxxxxxx, Sachs & Co. and Xxxxxx Xxxxxxx & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.
1
ANNEX A-1
CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
LOAN
GROUP
LOAN # 1 OR 2 ORIGINATOR(1) PROPERTY NAME STREET ADDRESS
------------------------------------------------------------------------------------------------------------------------------------
1 1 MLML The Atrium Hotel Portfolio Various
1.01 0 XXXX Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx 000 Xxxxxxxx Xxxx Xxxxxxxxx
1.03 0 XXXX Xxxxxxx Xxxxxx Xxxxx 0000 Spectrum Boulevard
1.02 1 MLML Embassy Suites Portland Airport 0000 Xxxxxxxxx 00xx Xxxxxx
1.04 1 MLML Embassy Suites Charleston 000 Xxxxx Xxxxxx
1.05 1 MLML Embassy Suites on Xxxxxxxx Xxx 0000 Xxxxxx Xxx Xxx Xxxxxxxxx
1.06 0 XXXX Xxxxxx Xxxxxxx Xxxxx Hotel 0000 Xxxxxxxxx Xxxxxx Xxxxxxxxx
2 1 MLML Stonestown Mall 0000 Xxxxxxxxx Xxxxxx
3 1 MLML Wilton Portfolio Pool 1 Various
3.01 1 MLML Xxxx Xxxxx Commons 0000 Xxxx Xxxxx Xxxxxxx #0000
3.02 1 MLML Tuckahoe Village Shopping Center 11200-11280 Xxxxxxxxx Avenue & 0000-0000 Xxxxxxxxx Xxxxx
3.03 1 MLML Hermitage Industrial Center 0000-0000 Xxxxxxxx Xxxxx & 0000-0000 Xxxxxxxxxx Xxxxx
3.04 1 MLML The Shoppes of CrossRidge 00000 Xxxxxxx Xxxx Xxxx
3.05 1 MLML Montpelier Shopping Center 16601-16655 Xxxxxxxx Xxxx
0.00 0 XXXX Xxxxxxxx Shopping Center 0000-0000 Xxxx Xxxxx Xxxxxx
3.07 1 MLML Lauderdale Square Shopping Center 3151-3171 & 0000-0000 Xxxxxxxxxx Xxxxx
3.08 0 XXXX Xxxxxxxxx Xxxxx Shopping Center 0000-0000 Xxxxxx Xxxx Xxxxxx & 2801-2837 & 0000-0000
Xxxxxxxx Xxxx
3.09 1 MLML Xxxxxxx Hills Shopping Center 0000-0000 Xxxxxxxxx Xxxxxx
3.10 1 MLML Canterbury Shopping Center 10600-10624 Xxxxxxxxx Avenue
3.11 0 XXXX Xxxxxxxxxx Xxxxxxxxx 00000 Xxxxxxxxxx Xxxxxxx
3.12 1 MLML Maybuery North Complex 0000-0000 Xxxxxxxxx Xxxxxx
3.13 1 MLML Xxxxxx Business Center 12107-12115 Ridgefield Parkway & 0000-0000 Xxxxxx Xxxxxx
Xxxxx
3.14 1 MLML Maybuery South Shopping Center 8901-8917 & 0000 Xxxxxxxxx Xxxxxx
3.15 1 XXXX Xxxxx-Xxxxx Xxxxxxxx 0000 Xxxxxxxx Xxxxx
3.16 0 XXXX Xxxxxx Xxxx 0000 Xxxxxxx Xxxx
3.17 1 MLML Atlee Commerce Center III 9432, 9436, 9440 & 9444 Atlee Commerce Center Boulevard
3.18 0 XXXX Xxxxx Xxxxxxx II 9424 Atlee Commerce Center Boulevard
3.19 1 MLML Xxxxxxx Place 6401 A-F, 6403 A-G, & 6405 X-X Xxxxxxx Place
3.20 1 MLML Quioccasin Square Shopping Center 9025-9035 & 0000-0000 Xxxxxxxxxx Xxxx
3.21 0 XXXX Xxxxxxxx Xxxxxxx Xxxxxxxxx Xxxxxx 0000-0000 Xxxxxxxxx Xxxxx
3.22 0 XXXX Xxxxxxxx Xxxx Shopping Center 0000 Xxxx Xxxxx Xxxxxx
3.23 1 MLML Canterbury Green Shopping Center 00000 Xxxxxxxxx Xxxxxx
3.24 1 MLML Genito Station Shopping Center 13601-13625 Xxxxxx Xxxx
0.00 0 XXXX Xxxxxxx Xxxxx Shopping Center 12341-12395 Xxxxxx Xxxx
0.00 0 XXXX Xxxxxxxxx Convenience Center 0000 Xxxxx Xxxx
3.27 1 MLML 0000 Xxxxxxxx Xxxxxx 0000 Xxxxxxxx Xxxxxx
3.28 1 MLML 0000-00 Xxxx Xxxx 0000-0000 Xxxx Xxxx
3.29 1 MLML 0000-00 X. Xxxxx Xxxxxx 0000-0000 Xxxx Xxxxx Xxxxxx & 0000 Xxxx Xxxx Xxxxxx
3.30 1 MLML The Xxxxxx & Xxxxxxxxx Bldg. 0000 Xxxxxxxxx Xxxxxx
3.31 1 MLML Children's World Learning Center 000 Xxxxxx Xxxxx Xxxx
3.32 1 MLML 0000 Xxxxxx Xxxx 0000 Xxxxxx Xxxx
3.33 1 MLML Xxxxxxx Xxxxx - Xxxx Xxxxxxx 00000 Xxxxxx Xxxx
3.34 0 XXXX Xxxxxxxxxx Xxxxx 00000 Xxxxxxxxx Xxxxxx
3.35 1 MLML 0000 Xxxxxxxxxxxx Xxxxxx 0000 Xxxxxxxxxxxx Xxxxxx
3.36 1 MLML 0000-00 Xxxx Xxxx Xxxxxx 0000-0000 Xxxx Xxxx Xxxxxx
3.37 1 XXXX Xxxxxxxxxx Xxxxxxxx 00000 Xxxxxxxxx Xxxx
3.38 1 MLML 0000 Xxxxxx Xxxxxx 0000 Xxxxxx Xxxxxx
3.39 1 MLML 0000 Xxxx Xxxx Xxxxxx 0000 Xxxx Xxxx Xxxxxx
3.40 1 MLML 0000-00 Xxxxxxxxx Xxxx 0000-0000 Xxxxxxxxx Xxxx
3.41 0 XXXX Xxxxxx Xxxxxxxx 0000 Xxxxxxxxxx Xxxxx
3.42 1 MLML 0000-00 Xxxxxxxxx Xxxx 0000-0000 Xxxxxxxxx Xxxx
3.43 1 MLML 0000 Xxxx Xxxx Xxxxxx 0000 Xxxx Xxxx Xxxxxx
3.44 1 MLML 0000 Xxxx Xxxx Xxxxxx 0000 Xxxx Xxxx Xxxxxx
3.45 1 MLML 0000-0000 Xxxx Xxxx Xxxxxx 0000-0000 Xxxx Xxxx Xxxxxx
4 0 XXX Xxxxxx Xxxxxxxxx Xxxxxxx 000 Xxxxx Xxxxx Xxxx
5 1 CRF Farmers Market I, II and III 1727 & 0000 00xx Xxxxxx, 0000 Xxxxxxxx Xxxxxxxxx & 0000
Xxxxx Xxxxxx
6 1 CRF Valdosta - Colonial Mall 0000 Xxxxxx Xxxxx
7 1 CRF Exel Logistics 0000 Xxxxx Xxxxxxxxx
8 1 CRF Lufkin Mall 0000 Xxxxx Xxxxxxx Xxxxx
9 1 PNC Cool Springs Commons 0000 Xxxxxxxx Xxx
10 0 XXXX Xxxxx Xxxxx Xxxxxx Various
10.01 1 MLML 00-00 Xxxxx Xxxxx Xxxxxx 00-00 Xxxxx Xxxxx Street
10.02 1 MLML 00 Xxxxx Xxxxx Xxxxxx 00 Xxxxx Xxxxx Street
11 1 CRF Whippletree Village MHP 000 Xxxxx XxXxxxx Xxxx
12 1 PNC Covance Business Center 0000 Xxxxxx Xxxxx
13 1 MLML 00000 Xxxxxxx Xxxxxxxxx 16661 Xxxxxxx Xxxxxxxxx
00 0 XXXX Xxxxxxxxx Xxxxxx Apartments 000 Xxxxxxxxx Xxxxxx Xxxxxxxxx
15 1 MLML Carmax of Tennessee Various
15.01 1 MLML Carmax - Nashville 0000 Xxxxxx Xxxxxx
15.02 1 MLML Carmax - Memphis 7771 Highway 64
16 2 PNC Preserve at Colony Lakes 0000 Xxxxxx Xxxx
17 1 CRF Town Center Xxxxx 0 & 0 000 & 000 Xxxxxxx Xxxx Xxxxxx
00 1 PNC Middle Atlantic Products 000 Xxxxxxxxx Xx
19 2 MLML Autumn Park Apartments 0000 Xxxxxx Xxxx
20 1 CRF Xxxxxxx Town Square 1030 - 0000 Xxxxx Xxxxxxx Xxxx
21 1 MLML Walnut Hill Plaza 1500 Diamond Hill Road
22 2 PNC The Heritage Apartment Homes 7828 Xxx Xxxxxx Xxxx
00 0 XXXX Xxxxxx Xxxx Lofts 0000 Xxxxx 00xx Xxxxxx
24 2 MLML The Seasons 000 Xxxx Xxxxxxx Xxxx
1 PNC Xxxxxxxx Portfolio Various
25 1 PNC Eastgate Marketplace 000 Xxxxx Xxxxxx Xxx.
26 1 PNC Ellensburg Square 000-000 Xxxxx Xxxx Xxxxxx
27 1 PNC Pasco Retail Center 0000 Xxxxx Xxxx 68
28 1 PNC Union Gap 0000 Xxxx Xxxxxxxxxx Xxx
29 1 PNC Canyon Lakes Center 0000 Xxxx 00xx Xxxxxx
30 1 PNC Xxxxxxxx Xxxxx 0000 Xxxxxxxx Xxxxx
00 0 PNC Xxxx Xxxxx 0000 Xxxxx Xxxxxxx Xxxxxx
32 1 MLML Whitehall Tech Center I & II 2745 & 0000 Xxxxxxxxx Xxxx Xxxxx
33 1 CRF Hemet Valley Center 0000-0000 Xxxxxxx Xxxxxx
34 1 CRF Sportmart/Westwood Storage 1901-1919 Xxxxxxxxx Xxxxxxxxx
00 0 XXX Xxxxxxx Xxxxx 00000 Xxxxxx Xxxxx Road
36 1 CRF Home Center Murrieta 39809, 39745, 39729, 39681, 39665 Xxxxxxx Xxxxxxx
00 0 XXX Xxxxxxxx Apartment Homes 000 Xxxx Xxxxxxx Xxxxxx Xxxxxxxxx
38 0 XXX Xxxxxxxx Xxxxx Apartments 0000 Xxxx Xxx Xxxxxxxxxx Xxxxx
39 1 CRF Regents Court Medical Office 4120 & 0000 Xx Xxxxx Xxxxxxx Xxxxx
40 1 CRF The Clay Hotel 0000-0000 Xxxxxxxxxx Xxxxxx & 000 Xxxxxxxx Xxx
41 1 MLML Haier Building 0000 Xxxxxxxx
42 2 PNC Leeward Apartment Homes 000 Xxxx Xxxxxxx Xxxxxx Xxxxxxxxx
43 1 CRF DDLLP Self Storage Portfolio Various
43.01 0 XXX Xxxxxxx Xxxx Self Storage 0000 Xxxxxxx Xxxx
43.02 1 CRF Morada Self Storage 00000 Xxxxx Xxxxxxx 00
43.03 0 XXX Xxxxxxx 88 Self Storage 00000 Xxxxxxx Xxxxx
43.04 0 XXX Xxxxxxx 99 Self Storage 000 Xxxxxxxxxx Xxxx
43.05 0 XXX Xxxxx Xxxx Xxxx Self Storage 00000 Xxxxx Xxxxxxx 00
44 1 MLML Well Luck Portfolio Various
44.01 1 MLML 0000 Xxxxxxxxx Xxxxxx 0000 Xxxxxxxxx Xxxxxx
44.02 1 MLML 000 Xxxxxx Xxxxx 000 Xxxxxx Xxxxx
44.03 0 XXXX Xxxx 00xx Xxxxxx 0000 Xxxx 00xx Xxxxxx
44.04 1 MLML 13888 Xxxxxxxx Xxxx Xxxxx 00000 Xxxxxxxx Xxxx Xxxxx
44.05 1 MLML 0000 Xxxxxx Xxxxx 0000 Xxxxxx Xxxxx Xxxxxxxxx
45 2 MLML Campus Quad Phase I 000 Xxxxxxxx Xxxxx
46 1 CRF Woodland Hills Village 00000 Xxxxxxx Xxxxxxxxx
47 1 CRF Hilton Garden Inn - Orlando, FL 0000 Xxxxxxxx Xxx
48 1 CRF Courtyard - Little Rock 000 Xxxxxxxxx Xxxxxxx Xxxxxx
49 2 MLML Portofino Apartments 0000 Xxxxxxxxx Xxxxx
50 1 MLML Carmax of Texas Various
50.01 1 MLML 0000 Xxxxx Xxxxxxx 0000 Xxxx Xxxxx Xxxxxxx
50.02 1 MLML 00000 Xxxxxxxxx Xxxxxxx 00000 Xxxxxxxxx Xxxxxxx
51 1 CRF Homewood Suites - Bakersfield 0000 Xxxx Xxxx Xxx
52 1 PNC DaVita Portfolio Various
52.01 1 PNC Davita - Richmond, VA 5270 Chamberlayne Road
52.02 0 XXX Xxxxxx - Xxxxx Xxxxxx, XX 000 Xxxxxx Xxxxxx
52.03 1 PNC Davita - Goldsboro, NC 2609 Hospital Road
52.04 1 PNC Davtia - Edison, NJ 00 Xxxxxxxx Xxxx
52.05 1 PNC Davita - Philadelphia, PA 0000 Xxxxx 00xx Xxxxxx
52.06 1 PNC Davita - Lancaster, PA 0000 Xxxx Xxxx Xxxxxx
52.07 1 PNC Davita - Santee, SC 000 Xxxxxxxx Xxxx
52.08 1 PNC Davita - Pittsburgh, PA 0000 Xxxx Xxxxxx
52.09 1 PNC Xxxxxx - Portsmouth, VA 2000 High Xxxxxx
00 0 XXX Xxxxxxx Xxxx Press Office Building 0000 Xxxxxxxxxx Xxxx
54 1 CRF Valley Fair Retail 000 Xxxx Xxxxxxxx Xxxxxx
55 0 XXX Xxxxxxx Xxxxxx Apartments 0000 Xxxxxxxxx Xxxxxx
56 1 CRF Westview Shoppes 0000-0000 Xxxxxxxx Xxxxx
57 1 CRF Storage Plus 00-00 Xxxxxx Xxxxxx & 00-00 Xxxxxxxxxx Xxxxxx
58 2 CRF Mariner Village Mobile Home Park 000 000xx Xxxxxx XX
59 1 CRF Jefferson Office Park 000-000 Xxxxxxxx Xxxxxx
60 1 CRF Walmart Shadow Anchor Portfolio Various
60.01 1 CRF Shippensburg Shopping Center 000-000 Xxxxx Xxxxxxxxx Xxxxx
60.02 1 CRF Edinboro Shopping Center 000-000 Xxxxxxxxxx Xxxxx Xxxxxxxxx
60.03 1 CRF Bradford Shopping Center (Xxxxxx Xxxxx
Plaza) 14-46 Xxxxxx Xxxxx Xxxxxxxxx
00 0 XXXX Xxxxxxxxx Apartments 00000 Xxxxxxxxx Xxxxx Xxxxx
62 1 PNC Noble Hotel Portfolio Various
62.01 1 PNC Holiday Inn - Russellville, AR 0000 Xxxxx Xxxxxxxx Xxx
62.02 1 PNC Ramada Inn - Glenwood CO 000 Xxxx 0xx Xxxxxx
62.03 1 PNC Xxxxxx Xxx - Xxxxxxxx XX 00000 West Xxx 0
00 0 XXX Xxxxxxxxxx Xxxx 0000 Xxxxxxxxxx Xxxx
64 1 CRF Springhill Suites - Annapolis 189 Admiral Cochrane Drive
1 MLML Vlessing Portfolio Various
65 1 MLML Ashlan Village Shopping Center 0000-0000 Xxxx Xxxxxx Xxxxxx
66 1 MLML Winston Plaza 235 - 000 Xxxxxxxxx Xxxxxx
67 1 MLML De La Fuente 2006 Portfolio Various
67.01 1 MLML 5424, 5440 & 0000 Xxxxxxxxx Xxxxx 5424, 5440 & 0000 Xxxxxxxxx Xxxxx
67.02 1 MLML 8101- 0000 Xxxxxx Xxxxxx & 0000-0000
Xxxxxxx Xxxxxx 8101- 0000 Xxxxxx Xxxxxx & 0000-0000 Xxxxxxx Xxxxxx
67.03 1 MLML 0000 Xxxxxx Xxxx Xxxx 0000 Xxxxxx Xxxx Xxxx
68 1 CRF Stanford Center 0000 Xxxxxxxx Xxxxxx
69 2 CRF Colonia Tepeyac Apartments 0000 Xxxxxx Xxxxx
70 1 CRF 0000 Xxxxx Xxxx Xxxxxx 0000-0000 Xxxxx Xxxx Xxxxxx
00 0 XXXX XXX - Fairfield Inn San Antonio Airport 00 Xxxxxxxxx Xxxx 000
00 0 XXXX XXX - Residence Inn Salt Lake City 4883 Xxxxxxx Xxxxxxxx Xxx
00 0 XXXX Xxxxxx of Glencoe 0000 Xxxx Xxxxxxxx Xxxx
74 0 XXX Xxxx Xxxxx/Xxxxx Xxxxxx Center Various
74.01 0 XXX Xxxxx Xxxxxx Xxxxxx 000 Xxxx Xxxxx Street
74.02 1 CRF Xxxx Xxxxx 000 Xxxxx Xxxx Xxxxxxxxx
75 2 PNC Villas of Cordoba 0000 Xxxx Xxxxxxxx Xxxx
76 1 CRF Global Plaza West 0000 Xxxxx Xxxxxxx Xxxxx
77 1 MLML Sonic Automotive I Various
77.01 1 MLML Momentum Volkswagen 0000 Xxxxxxxx Xxxxxx
77.02 1 MLML Momentum Audi 0000 Xxxxxxxx Xxxxxx
78 1 PNC Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx 000-000 Xxxxx Xxxxxxx 65
79 1 CRF Holiday Inn - St. Louis 0000 Xxxxx Xxxxxxxxx Xxxxxxxxx
80 1 CRF Fairfield Inn and Suites- Clearwater 3070 Gulf to Bay Boulevard
81 1 PNC Asian Village 0000 Xxxxx Xxxxxx
82 1 CRF 00000 Xxxxxxx Xxxx 00000 Xxxxxxx Xxxxxxxxx
83 2 MLML Watermill Apartments 0000 Xxxx Xxxxxx Xxxxx Xxxx Xxxx
84 0 XXX XX Xxxxxxx - Xxxxxx, XX 00 Xxxxx Xxxxxx
85 1 CRF Bloomfield Retail 00 Xxxxxxxxxx Xxxxxx
86 1 MLML Memorial Regional MOB III 0000 Xxxxx Xxxx
87 1 CRF GSA Perris Office/Warehouse 23123 Xxxxxxx Xxxx
00 0 MLML The Xxxxxxxxx 000 Xxxxxxxxx Xxxxxxxx Xxxxxx
89 1 MLML RLJ - Courtyard Xxxxxxx 0000 Xxxxxxx Xxxxx
90 1 CRF Xxxxxxx Distribution 0000 Xxxxxx Xxxx
91 1 MLML Bel Villaggio Shopping Center 41555-41577 Xxxxxxxxx Xxxx
00 1 CRF Town Center - South Retail 000 Xxxxxxx Xxxx Xxxxxx
93 1 MLML Dependable Self Storage Portfolio Various
93.01 1 MLML Dependable Airline 16068 Airline Highway
93.02 0 XXXX Xxxxxxxxxx Xxxx Xxxx 0000 Xxxx Xxxx Xxxxxx
94 2 CRF Xxxxx Adobes 0000 Xxxxx Xxxxxx Xxxx
95 1 PNC Southgate Center I 0000-0000 Xxxxx Xxxxxxx Xxxxxx
96 1 CRF New York Classic Retail 0 Xxxxxxx Xxxxxx & 000 Xxxx 00xx Xxxxxx
97 1 MLML Hampton Inn - Birmingham 00 Xxxxx Xxxx Xxxxxxx
98 1 PNC Greenrich Building 0000 Xxxxxxxx Xxxxxx
99 0 XXXX Xxxxxxxxx Xxxxxxx II 000 Xxxxxxxxx Xxxxxxxxx
100 2 MLML Paseo del Sol 0000 Xxxxx 00xx Xxxxxx
101 1 CRF Mayors Plaza 5850 & 0000 Xxxxx Xxxxxx Xxxx
102 1 CRF Intermountain-Homewood Suites 000 Xxxxxxxxxx Xxxxx Xxxx
103 1 CRF Cummins, Inc 0000 Xxxxxxxx Xxxxxxxx Xxxxxxx
104 1 MLML Bonanza Square 0000 Xxxx Xxxxxxx Xxxx
105 1 CRF Dupont Medical Office Building II 0000 Xxxx XxXxxx Xxxx
106 1 PNC Marketplace at Xxxxxxx Xxxxx 000-000 Xxxxxxx Xxxxx
107 1 PNC Hampton Inn & Suites - Yuma 0000 Xxxx 00xx Xxxxxx
108 1 MLML University Plaza - Sunrise 0000 Xxxxx Xxxxxxxxxx Xxxxx
109 0 XXX Xxxxxxx Self Storage 0000 Xxxxx Xxxxx
110 0 XXXX Xxxx Xxxxxx Plaza 000-000 Xxxx Xxxx Xxxxxx
111 1 PNC Julian Xxxxxxxx 000 & 000 X Xxxxxx
112 2 PNC Xxxxxxxx Xxxxxxx Xxxxxxxxxx - XX 000 Xxxxxx Xxxx
113 1 MLML CVS-Ft. Xxxxx 00000 Xxxxx Xxxxxxxxx Xxxxxx
114 1 CRF Perimeter Point 5125 & 0000 Xxxxx Xxxx, 0000 Xxxxxxxxx Way, 2170 & 2175
Business Center Drive, 2165 Xxxxxx Cove
115 1 CRF Xxxxxxxxx Xxxxxxxx Xxxxxx 0000-0000 Xxxxxxxxxx Xxxxx
116 1 PNC Southgate Center II 000 Xxxx Xxxxxxxx Xxxx
117 1 CRF Hampton Inn @ Thousand Oaks 0000 Xxxxxxx Xxxx Xxxxx
000 1 PNC Gateway North Shopping Center 000 Xxxxxxx Xxxxxx
000 0 XXXX Xxxxxxxxxxx Shopping Center 000-000 Xxxxxxxx Xxxxxx
120 1 MLML Hampton Inn - Smyrna 0000 Xxxxxxxx Xxxxxxxxx
121 1 MLML Flamingo Lakes 2820, 2840, 2860 & 0000 Xxxx Xxxxxxxx Xxxx
122 0 XXXX XXX - Xxxxxxxxx Xxxxxx 0000 Lincolnway East
123 1 MLML Preserve Plaza 0000 Xxxxx Xxxxxxxx Xxxx
124 1 CRF Office Court at Saint Michael's 000 Xxxxx Xxxxxxx'x Xxxxx
125 1 CRF Liberty Self Storage 000-00 Xxxxxxx Xxxxxx
126 1 CRF Sandhill Square 4130 - 0000 Xxxxx Xxxxxxxx Xxxx
127 1 CRF Xxxxxxxxxxxxxx Xxx & Xxxxxx 000 Xxxxx Xxxxxxxxxx
128 1 CRF Quality Inn - Fort Xxx 0000 Xxxxxxx Xxxxxxxxx
129 1 CRF Trader Joes/Smart & Final 0000 Xxxx Xxxx Xxxx
130 1 MLML Shops at Spectrum 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
131 1 MLML Union Square Shopping Center 5035-5085 & 0000 Xxxxx Xxxxxxx Xxxxxxxxx
0 XXXX Xxxxxxx XX Various
132 1 MLML Bandera at Mainland Shopping Center 0000 Xxxxxxxx Xxxxx
133 1 MLML Bandera Place Shopping Center 0000 Xxxxxxx Xxxx
134 1 PNC Pelican Place 0000-0000 Xxxx Xxxxx Xxxx
135 1 CRF Hampton Inn & Suites - Texarkana 0000 Xxxxxxx Xxxxx Xxxx
136 1 PNC Xxxxxxx Center 0000 Xxxxx 00xx Xxxxxx
138 1 MLML RPT Office Building 00000 Xxxxxxxxxx Xxxxxx
140 1 MLML Sorrento Crossroads 00000 Xxxxxxx Xxxxxxx Xxxxxxxxx
139 1 CRF Sailhouse Lofts 000 Xxxxxx Xxxxxx
137 1 CRF All Right Storage 0000 Xxx Xxxx Xxxxxxxxx
141 1 CRF Store America - Cicero & Syracuse Various
141.01 1 CRF Store America - Syracuse 314 - 000 Xxxxxxx Xxxxx
141.02 1 CRF Store America - Cicero 5666 Route 31
142 1 CRF 0000 Xxxx 00xx Xxxxxx 0000 Xxxx 00xx Xxxxxx
143 1 MLML Best Buy West Dundee 000 Xxxx Xxxx Xxxxxx
144 2 CRF Bayberry Cove Apartments 4363 Bayberry Cove
145 1 CRF Storage Center of Valencia 00000 Xxxxxxx Xxxxxx Xxxx
146 1 PNC Vitesse Semiconductor 0000 Xxxxx Xxxxx
000 0 XXXX Xxxxxxx Xxxxxxxxx 0000 Xxxxxxx Xxxx
000 0 XXXX Xxxxxxx West Shopping Center 0000-0000 Xxxxxxxxxx Xxxx
149 1 CRF 47th & Kedzie Retail Center 0000 Xxxxx Xxxxxx Xxxxxx
150 2 PNC Lakepointe Apartments - Lincoln City 000 XX Xxxx Xxxxxx
151 1 PNC Big Lots - Whittier 00000 Xxxxxxxx Xxxxxxxxx
152 1 CRF La Xxxxx xx Xxxxxxxx 000 Xxxxx Xxxxxxxx Xxxxxx
000 0 CRF 0000 Xxxxxxxx Xxxx Xxxx 0000 Xxxxxxxx Xxxx Xxxx
000 1 CRF Fedex Ground Illinois 000 Xxxx Xxxxxxxx Xxxxxx
155 1 MLML 000 Xxxx Xxxxxxx Xxxx 000 Xxxx Xxxxxxx Xxxx
156 1 CRF Safe Lock Storage 801 & 000 Xxxxxxxx Xxxxx
157 1 CRF Petco & Big 5 30682 & 00000 Xxxxx Xxxxxxxxx Xxxxxxx
158 1 MLML Mountain View Plaza 7405 & 0000 Xxxxxxxx Xxx
159 1 CRF Bristol Xxxxx Xxxxx Xxxxxx 0000 Xxxxxxx Xxx
