MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement, dated as of May 21, 2008 (this
"Agreement"), is entered into between Xxxxxxx Xxxxx Mortgage Lending, Inc. (the
"Seller") and Xxxxxxx Xxxxx Mortgage Investors, Inc. (the "Purchaser").
The Seller intends to sell and the Purchaser intends to purchase
certain multifamily, commercial and manufactured housing community mortgage
loans (the "Mortgage Loans") identified on the schedule (the "Mortgage Loan
Schedule") annexed hereto as Schedule II. The Purchaser intends to deposit the
Mortgage Loans, along with certain other mortgage loans (the "Other Mortgage
Loans") acquired from other entities (the "Other Sellers"), 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 June 1, 2008 (the "Pooling and Servicing Agreement"), among the
Purchaser as depositor, Bank of America, National Association, Midland Loan
Services, Inc. ("Midland") and Wachovia Bank, National Association as master
servicers (each, in such capacity, a "Master Servicer"), Midland as special
servicer (the "Special Servicer"), U.S. Bank National Association as trustee
(the "Trustee") and LaSalle Bank National Association as certificate
administrator and custodian (in such capacities, the "Certificate Administrator"
and "Custodian", respectively). 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
May 21, 2008 (the "Underwriting Agreement"), with Xxxxxxx Lynch, Pierce, Xxxxxx
& Xxxxx Incorporated ("Xxxxxxx Xxxxx"), for itself and as representative of Banc
of America Securities LLC ("Banc of America Securities"), Citigroup Global
Markets Inc. ("Citigroup") and PNC Capital Markets LLC ("PNC Capital"; Xxxxxxx
Xxxxx, Banc of America Securities, Citigroup and PNC Capital, 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 May 21, 2008 (the "Certificate Purchase Agreement"), with
Xxxxxxx Xxxxx for itself and as representative of Banc of America 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 $220,019,894 (the "MLML 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 MLML 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 $948,772,134 (subject to a variance of plus or minus 5%).
The purchase and sale of the Mortgage Loans shall take place on June 12, 2008 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) 96.217494350% of the MLML Mortgage Loan
Balance as of the Cut-off Date, plus (ii) $423,207.06, which amount represents
the amount of interest accrued on the MLML 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 Pooling and Servicing Agreement, the sub-servicing agreements
permitted thereunder and 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 Custodian (i) on or before
the Closing Date, the documents and instruments specified below with respect to
each Mortgage Loan that are Specially Designated Mortgage Loan Documents and
(ii) on or before the date that is 30 days after the Closing Date, the remaining
documents and instruments specified below that are not Specially Designated
Mortgage Loan Documents with respect to each Mortgage Loan (the documents and
instruments specified below and referred to in clauses (i) and (ii) preceding,
collectively, a "Mortgage File"). All Mortgage Files so delivered will be held
by the Custodian in escrow for the benefit of the Seller at all times prior to
the Closing Date. The Mortgage File with respect to each Mortgage Loan that is a
Serviced Trust Mortgage Loan shall contain the following documents:
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(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 U.S. Bank National Association, as trustee for the registered
holders of Xxxxxxx Xxxxx Mortgage Trust 2008-C1, Commercial Mortgage
Pass-Through Certificates, Series 2008-C1, 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 or, in the case of a MERS Mortgage Loan (as defined below), an
original or a copy of the Mortgage, together with 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, with language noting the
presence of the MIN (as defined below) of such Mortgage Loan and language
indicating that such Mortgage Loan is a MERS Mortgage Loan;
(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 or, in the case of a MERS Mortgage Loan, an original or
copy of any related Assignment of Leases (if such item is a document
separate from the Mortgage), together with any and all intervening
assignments thereof, in each case with evidence of recording indicated
thereon or certified by the applicable recording office, with language
noting the presence of the MIN of such Mortgage Loan and language
indicating that such Mortgage Loan is a MERS Mortgage Loan;
(iv) an original executed assignment, in recordable form (except
for completion of the assignee's name and address (if the assignment is
delivered in blank) and any missing recording information or a certified
copy of that assignment as sent for recording), of (a) the Mortgage, (b)
any related Assignment of Leases (if such item is a document separate from
the Mortgage) and (c) any other recorded document relating to the subject
Mortgage Loan otherwise included in the Mortgage File, in favor of U.S.
Bank National Association, as trustee for the registered holders of Xxxxxxx
Xxxxx Mortgage Trust 2008-C1, Commercial Mortgage Pass-Through
Certificates, Series 2008-C1 (or, in the case of a Loan Combination, in
favor of U.S. Bank National Association, as trustee for the registered
holders of Xxxxxxx Xxxxx Mortgage Trust 2008-C1, Commercial Mortgage
Pass-Through Certificates, Series 2008-C1, and in its capacity as lead
lender on behalf of the holder(s) of the related Non-Trust Loan(s)), or in
blank or, in the case of a MERS Mortgage Loan, evidence from MERS
indicating the Trustee's ownership of such Mortgage Loan on the MERS(R)
System and the Trustee as the beneficiary of the assignment(s) of (x) the
Mortgage, (y) any related Assignment of Leases (if such item is a document
separate from the Mortgage) and (z) any other recorded document relating to
such Mortgage Loan otherwise included in the Mortgage File;
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(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 U.S. Bank National Association, as trustee for the
registered holders of Xxxxxxx Xxxxx Mortgage Trust 2008-C1, Commercial
Mortgage Pass-Through Certificates, Series 2008-C1 (or, in the case of a
Loan Combination, in favor of U.S. Bank National Association, as trustee
for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2008-C1,
Commercial Mortgage Pass-Through Certificates, Series 2008-C1, and in its
capacity as lead lender on behalf of the holder(s) of the related Non-Trust
Loan(s)), or in blank or, in the case of a MERS Mortgage Loan (to the
extent not already evidenced pursuant to clause (iv) above), evidence from
MERS indicating the Trustee's ownership of the Mortgage Loan on the MERS(R)
System and the Trustee as beneficiary of the assignment(s) of unrecorded
documents related to the Mortgage Loan;
(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 U.S. Bank National Association, as trustee
for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2008-C1,
Commercial Mortgage Pass-Through Certificates, Series 2008-C1, as assignee
(or, in the case of a Loan Combination, in favor of U.S. Bank National
Association, as trustee for the registered holders of Xxxxxxx Xxxxx
Mortgage Trust 2008-C1, Commercial Mortgage Pass-Through Certificates,
Series 2008-C1, and in its capacity as lead lender on behalf of the holder
of the related Non-Trust Loan(s)), or in blank or, in the case of a MERS
Mortgage Loan, evidence from MERS indicating the Trustee's ownership of
such Mortgage Loan on the MERS(R) System and the Trustee as the beneficiary
of any effective UCC Financing Statement in favor of the Seller on record
with the applicable public office for UCC Financing Statements;
(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 agreed upon procedures
letter, any lockbox or cash
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management agreements, any environmental reports or any letter of credit
(which letter of credit shall not be delivered in original form to the
Custodian, 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 Co-Lender Agreement.
The Mortgage File with respect to the Farallon Portfolio Trust
Mortgage Loan shall contain the following documents:
(i) the original executed Mortgage Note for such Mortgage Loan,
including any power of attorney related to the execution thereof (or a lost
note affidavit and 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 U.S. Bank
National Association, as trustee for the registered holders of MLMT
Commercial Mortgage Trust 2008-C1, Commercial Mortgage Pass-Through
Certificates, Series 2008-C1, or in blank;
(ii) an executed copy of the related Loan Combination Co-Lender
Agreement; and
(iii) an executed copy of the related Outside Servicing
Agreement.
The foregoing Mortgage File delivery requirement shall be subject to
Section 2.01(c) of the Pooling and Servicing Agreement.
The Seller hereby further represents and warrants that with respect to
the Farallon Portfolio Trust Mortgage Loan, it has delivered to the related
Outside Trustee the documents constituting the "Mortgage File" within the
meaning of the related Outside Servicing Agreement in connection with its sale
of the Farallon Portfolio Non-Trust Loan to the Depositor.
For purposes of this Section 2(c):
"MERS" means Mortgage Electronic Registration Systems, Inc., a
corporation organized and existing under the laws of the State of Delaware, or
any successor thereto.
"MERS Mortgage Loan" means any Mortgage Loan registered with MERS on
the MERS(R) System, as to which MERS is acting as mortgagee, solely as nominee
for the Seller and its successors and assigns, which Mortgage Loans are
identified on Schedule III hereto.
"MERS(R) System" means the system of recording transfers of mortgages
electronically maintained by MERS.
"MIN" means the mortgage identification number on the MERS(R) System
for any MERS Mortgage Loan.
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(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 by the later of 180 days following the Closing Date and 30 days
following the delivery of any particular applicable Mortgage, Assignment of
Leases, recordable document or UCC Financing Statement to the Custodian) 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 each assignment
of any other recordable documents relating to each 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
Custodian following recording, and each such assignment and UCC Financing
Statement assignment shall reflect that the file copy thereof should be returned
to the Custodian 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
Custodian (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 Custodian in connection with any such recording, filing or delivery
performed by the Custodian at the Seller's request and the fees of the
Recording/Filing Agent.
If, on the Closing Date as to any MERS Mortgage Loan, the Seller does
not deliver written evidence of the Trustee's ownership of such Mortgage Loan on
the MERS(R) System showing the Trustee as a beneficiary of the assignment
referred to in each of clause (iv) and (v) of the definition of "Mortgage File"
or the UCC Financing Statements referred to in clause (viii) of the definition
of "Mortgage File", the Seller may satisfy the delivery requirements of this
Agreement and Section 2.01(b) of the Pooling and Servicing Agreement by
delivering such evidence of ownership within 90 days following the Closing Date;
provided that, during such time, the Seller shall execute any documents
requested by the Master Servicer or the Special Servicer with respect to such
MERS Mortgage Loan that, in the reasonable discretion of the Master Servicer or
the Special Servicer (exercised in accordance with the Servicing Standard), are
necessary to evidence the Trustee's ownership of, or are otherwise required for
an immediate servicing need with respect to, such Mortgage Loan.
(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
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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
Custodian, for its administrative convenience in reviewing the Mortgage Files, a
mortgage loan checklist for each Mortgage Loan. The foregoing sentence
notwithstanding, the failure of the Seller to deliver a mortgage loan checklist
or a complete mortgage loan checklist shall not give rise to any liability
whatsoever on the part of the Seller to the Purchaser, the Custodian or any
other person because the delivery of the mortgage loan checklist is being
provided to the Custodian 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) With respect to each Mortgage Loan that is a Trust Defeasance
Mortgage Loan, to the extent the related Mortgage Loan documents grant the
lender or its designee the right to appoint a successor borrower (or other
similar Person) thereunder or to purchase or cause to be purchased the related
Defeasance Collateral in connection with a defeasance, the Purchaser hereby
designates the Seller as its designee with respect to the exercise of, and
hereby grants to the Seller the right, in its capacity as designee of the
Purchaser as holder of the subject Mortgage Loan that is a Trust Defeasance
Mortgage Loan, to exercise, the right and/or obligation of the lender under the
related Mortgage Loan documents to appoint a "successor borrower" (within the
meaning of the related Mortgage Loan documents) or other similar Person, to hold
and pledge the related Defeasance Collateral and/or to purchase or caused to be
purchased the related Defeasance Collateral, in the event the related Mortgagor
exercises its right pursuant to the related Mortgage Loan documents to defease
the subject Trust Defeasance Mortgage Loan and obtain the release of all or a
portion of the related Mortgaged Property from the lien of the related Mortgage.
In connection with the foregoing, if the Purchaser or its assignee receives
written notice from the related Mortgagor that it intends to defease the subject
Trust Defeasance Mortgage Loan in accordance with the related Mortgage Loan
documents, then the Purchaser or its assignee, as the case may be, shall
promptly send a copy of such written notice to the Seller or its designee. Until
such time as the Seller provides written notice to the contrary, said notice
shall be delivered to Defeasance Team, c/o Merrill Xxxxx Mortgage Lending, 4
World Financial Center, 000 Xxxxx Xxxxxx 00xx Xxxxx, Xxx Xxxx, XX 00000.
If, however, the applicable Master Servicer, in accordance with the
Servicing Standard, determines that neither the Seller nor its designee is
performing the duties related to the appointment of a successor borrower in a
timely manner and/or in accordance with the provisions of the related Mortgage
Loan documents (after the Seller and such designee having been provided with
written notice in accordance with this paragraph and a reasonable period of time
(which shall not be less than five (5) Business Days) to perform such duties),
then the applicable Master Servicer shall, in accordance with Section 3.20(i) of
the Pooling and Servicing Agreement, itself perform those obligations under the
related Mortgage Loan documents in accordance with the Servicing Standard,
applicable law and the related Mortgage Loan documents, and thereupon the
appointment of the Seller or its designee in connection therewith shall be null
and void.
SECTION 3. Representations, Warranties and Covenants of Seller.
(a) The Seller hereby represents and warrants to and covenants with
the Purchaser, as of the date hereof, that:
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(i) The Seller is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and the Seller
has taken all necessary corporate action to authorize the execution,
delivery and performance of this Agreement by it, and has the power and
authority to execute, deliver and perform this Agreement and all
transactions contemplated hereby.
(ii) This Agreement has been duly and validly authorized,
executed and delivered by the Seller, all requisite action by the Seller's
directors and officers has been taken in connection therewith, and
(assuming the due authorization, execution and delivery hereof by the
Purchaser) this Agreement constitutes the valid, legal and binding
agreement of the Seller, enforceable against the Seller in accordance with
its terms, 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 or (C) constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material contract, agreement or
other instrument to which the Seller is a party or by which the Seller is
bound, which default might have consequences that would, in the Seller's
reasonable and good faith judgment, materially and adversely affect the
condition (financial or other) or operations of the Seller or its
properties or materially and adversely affect its performance hereunder.
(iv) The Seller is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal,
state, municipal or other governmental agency or body, which default might
have consequences that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the condition (financial or
other) or operations of the Seller or its properties or materially and
adversely affect its performance hereunder.
(v) The Seller is not a party to or bound by any agreement or
instrument or subject to any certificate of incorporation, bylaws or any
other corporate restriction or any judgment, order, writ, injunction,
decree, law or regulation that would, in the Seller's reasonable and good
faith judgment, materially and adversely affect the ability of the Seller
to perform its obligations under this Agreement or that requires the
consent of any third person to the execution of this Agreement or the
performance by the Seller of its obligations under this Agreement (except
to the extent such consent has been obtained).
(vi) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Seller of or compliance by the Seller with this
Agreement or the consummation of the transactions contemplated by this
Agreement except as have previously been obtained, and no bulk sale law
applies to such transactions.
(vii) None of the sale of the Mortgage Loans by the Seller, the
transfer of the Mortgage Loans to the Trustee, and the execution, delivery
or performance of this Agreement by
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the Seller, results or will result in the creation or imposition of any
lien on any of the Seller's assets or property that would have a material
adverse effect upon the Seller's ability to perform its duties and
obligations under this Agreement or materially impair the ability of the
Purchaser to realize on the Mortgage Loans.
(viii) There is no action, suit, proceeding or investigation
pending or to the knowledge of the Seller, threatened against the Seller in
any court or by or before any other governmental agency or instrumentality
which would, in the Seller's good faith and reasonable judgment, prohibit
its entering into this Agreement or materially and adversely affect the
validity of this Agreement or the performance by the Seller of its
obligations under this Agreement.
(ix) Under generally accepted accounting principles ("GAAP") and
for federal income tax purposes, the Seller will report the transfer of the
Mortgage Loans to the Purchaser as a sale of the Mortgage Loans to the
Purchaser in exchange for consideration consisting of a cash amount equal
to the Purchase Consideration. The consideration received by the Seller
upon the sale of the Mortgage Loans to the Purchaser will constitute at
least reasonably equivalent value and fair consideration for the Mortgage
Loans. The Seller will be solvent at all relevant times prior to, and will
not be rendered insolvent by, the sale of the Mortgage Loans to the
Purchaser. The Seller is not selling the Mortgage Loans to the Purchaser
with any intent to hinder, delay or defraud any of the creditors of the
Seller.
(x) The Prospectus Supplement contains all the information that
is required to be provided in respect of the Seller (that arise from its
role as "sponsor" (within the meaning of Regulation AB)), the Mortgage
Loans, the related Mortgagors and the related Mortgaged Properties pursuant
to Regulation AB. For purpose of this Agreement, "Regulation AB" shall mean
Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
Sections 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. 1,506-1,631 (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 receives written notice of a Document Defect or a
Breach relating to a Mortgage Loan pursuant to Section 2.03(a) of the Pooling
and Servicing Agreement, then the Seller shall, not later than 90 days from
receipt of such notice (or, in the case of a Document Defect or Breach relating
to a Mortgage Loan not being a "qualified mortgage" within the meaning of the
REMIC Provisions (a "Qualified Mortgage"), not later than 90 days from any party
to the Pooling and Servicing Agreement discovering such Document Defect or
Breach, provided the Seller receives such notice in a timely manner), if such
Document Defect or Breach materially and adversely affects the value of the
related Mortgage Loan or the interests of the Certificateholders therein, cure
such Document Defect or Breach, as the case may be, in all material respects,
which shall include payment of losses and any Additional Trust Fund Expenses
associated therewith or, if such Document Defect or Breach (other than
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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 Certificate Administrator setting
forth the reason(s) such Document Defect or Breach is not capable of being cured
within the initial 90-day period and what actions the Seller is pursuing in
connection with the cure thereof and stating that the Seller anticipates that
such Document Defect or Breach will be cured within the additional 90-day
period; and provided, further, that no Document Defect (other than with respect
to the Specially Designated Mortgage Loan Documents) shall be considered to
materially and adversely affect the interests of the Certificateholders or the
value of the related Mortgage Loan unless the document with respect to which the
Document Defect exists is required in connection with an imminent enforcement of
the mortgagee's rights or remedies under the related Mortgage Loan, defending
any claim asserted by any 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,
10
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 Certificate Administrator, 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 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 Certificate Administrator described above as to the reason(s) such Document
Defect or Breach remains uncured and as to the actions being taken to pursue
cure; provided, however, that, without limiting the effect of the foregoing
provisions of this Section 3(c), if such Document Defect or Breach shall
materially and adversely affect the value of such Mortgage Loan or the interests
of the holders of the Certificates therein (subject to the second and third
provisos in the sole sentence of the preceding paragraph), the Seller shall in
all cases on or prior to the second anniversary of the Closing Date either cause
such Document Defect or Breach to be cured or repurchase or substitute for the
affected Mortgage Loan (for the avoidance of doubt, the foregoing two-year
period shall not be deemed to be a time limitation on the Seller's right to cure
a Document Defect or Breach as set forth in this Section 3). The delivery of a
commitment to issue a policy of lender's title insurance as described in
representation 8 set forth on Schedule I hereto in lieu of the delivery of the
actual policy of lender's title insurance shall not be considered a Document
Defect or Breach with respect to any Mortgage File if such actual policy of
insurance is delivered to the Custodian 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-
11
collateralization and/or cross-default provisions, the Seller shall furnish to
the Certificate Administrator an Opinion of Counsel that such modification shall
not cause an Adverse REMIC Event.
For purposes hereof, "Primary Collateral" shall mean the Mortgaged
Property directly securing a Crossed Loan and excluding any property as to which
the related lien may only be foreclosed upon by exercise of
cross-collateralization provisions of such Mortgage Loans.
Notwithstanding any of the foregoing provisions of this Section 3(c),
if there is a Document Defect or Breach (which Document Defect or Breach
materially and adversely affects the value of the related Mortgage Loan or the
interests of the Certificateholders therein) with respect to one or more
Mortgaged Properties with respect to a Mortgage Loan, the Seller shall not be
obligated to repurchase or substitute the Mortgage Loan if (i) the affected
Mortgaged Property(ies) may be released pursuant to the terms of any partial
release provisions in the related Mortgage Loan documents (and such Mortgaged
Property(ies) are, in fact, released) and, to the extent not covered by the
applicable release price (if any) required under the related Mortgage Loan
documents, the Seller pays (or causes to be paid) any additional amounts
necessary to cover all reasonable out-of-pocket expenses reasonably incurred by
the applicable Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Custodian 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
12
Substitute Mortgage Loan(s) to the Custodian and the applicable Master Servicer,
respectively, (i) the Trustee shall be required to execute and deliver such
endorsements and assignments as are provided to it by the applicable Master
Servicer or the Seller, in each case without recourse, representation or
warranty, as shall be necessary to vest in the Seller the legal and beneficial
ownership of each repurchased Mortgage Loan or substituted Mortgage Loan, as
applicable, (ii) the Trustee, the Custodian, the applicable Master Servicer and
the Special Servicer shall each tender to the Seller, upon delivery to each of
them of a receipt executed by the Seller, all portions of the Mortgage File and
other documents pertaining to such Mortgage Loan possessed by it, and (iii) the
applicable Master Servicer and the Special Servicer shall release to the Seller
any Escrow Payments and Reserve Funds held by it in respect of such repurchased
or deleted Mortgage Loan(s).
At the time a substitution is made, the Seller shall deliver the
related Mortgage File to the Custodian 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 whose behalf the
Certificate Administrator may act) 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.
(f) If, upon any payment in full with respect to any MERS Mortgage
Loan, none of the Trustee, the Master Servicer or any Sub-Servicer of such
Mortgage Loan is registered with MERS and is unable to reflect the release of
the related Mortgage on the MERS(R) System, the Seller shall take all necessary
action to reflect the release of such Mortgage on the MERS(R) System and shall
take such other actions as are necessary to enable the Master Servicer and the
Trustee to comply with the provisions of Section 3.10 of the Pooling and
Servicing Agreement and any other provisions relating to the release of the
Mortgage Loan or the related Mortgage File.
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
13
therewith, and (assuming the due authorization, execution and delivery hereof by
the Seller) this Agreement constitutes the valid, legal and binding agreement of
the Purchaser, enforceable against the Purchaser in accordance with its terms,
except as such enforcement may be limited by (A) laws relating to bankruptcy,
insolvency, fraudulent transfer, reorganization, receivership, conservatorship
or moratorium, (B) other laws relating to or affecting the rights of creditors
generally, or (C) general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law).
(c) The execution and delivery of this Agreement by the Purchaser and
the Purchaser's performance and compliance with the terms of this Agreement will
not (A) violate the Purchaser's articles of incorporation or bylaws, (B) violate
any law or regulation or any administrative decree or order to which it is
subject 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
14
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 Xxxxxxx Xxxxxxxx & Xxxx LLP on the
Closing Date. The Closing shall be subject to each of the following conditions:
(a) All of the representations and warranties of the Seller set forth
in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of the
representations and warranties of the Purchaser set forth in Section 4 of this
Agreement shall be true and correct in all material respects as of the Closing
Date;
(b) All documents specified in Section 6 of this Agreement (the
"Closing Documents"), in such forms as are agreed upon and acceptable to the
Purchaser, the Seller, the Underwriters and their respective counsel in their
reasonable discretion, shall be duly executed and delivered by all signatories
as required pursuant to the respective terms thereof;
(c) The Seller shall have delivered and released to the Custodian and
the applicable Master Servicer, respectively, all documents represented to have
been or required to be delivered to the Custodian 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 and Prospectus Supplement, respectively, shall have been delivered;
and
(g) The Seller shall have executed and delivered concurrently herewith
that certain Indemnification Agreement, dated as of May 21, 2008, among the
Seller, the Other Sellers, 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
15
Servicer (such agreement(s), individually or collectively, as the case may be,
the "Servicing Rights Purchase Agreement");
(b) An officer's certificate of the Seller, executed by a duly
authorized officer of the Seller and dated the Closing Date, and upon which the
Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect
that: (i) the representations and warranties of the Seller in this Agreement are
true and correct in all material respects at and as of the Closing Date with the
same effect as if made on such date; and (ii) the Seller has, in all material
respects, complied with all the agreements and satisfied all the conditions on
its part that are required under this Agreement to be performed or satisfied at
or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in
his/her capacity as an officer), dated the Closing Date, and upon which the
Purchaser may rely, to the effect that each individual who, as an officer or
representative of the Seller, signed this Agreement, the Indemnification
Agreement or any other document or certificate delivered on or before the
Closing Date in connection with the transactions contemplated herein or therein,
was at the respective times of such signing and delivery, and is as of the
Closing Date, duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in
his/her capacity as an officer), dated the Closing Date, and upon which the
Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that
(i) such officer has carefully examined the Specified Portions (as defined
below) of the Free Writing Prospectus and nothing has come to his/her attention
that leads him/her to believe that the Specified Portions of the Free Writing
Prospectus (when read together with the free writing prospectus which was
distributed to prospective investors in the Certificates by e-mail on May 21,
2008), as of the Time of Sale or as of the Closing Date, included or include any
untrue statement of a material fact relating to the Mortgage Loans or omitted or
omit to state therein a material fact necessary in order to make the statements
therein relating to the Mortgage Loans, in light of the circumstances under
which they were made, not misleading, (ii) such officer has carefully examined
the Specified Portions (as defined below) of the Prospectus Supplement and
nothing has come to his/her attention that leads him/her to believe that the
Specified Portions of the Prospectus Supplement, as of the date of the
Prospectus Supplement or as of the Closing Date, included or include any untrue
statement of a material fact relating to the Mortgage Loans or omitted or omit
to state therein a material fact necessary in order to make the statements
therein relating to the Mortgage Loans, in light of the circumstances under
which they were made, not misleading, and (iii) such officer has carefully
examined the Specified Portions (as defined below) of the Memorandum (pursuant
to which certain classes of the Private Certificates are being privately
offered) and nothing has come to his/her attention that leads him/her to believe
that the Specified Portions of the Memorandum, as of the date thereof or as of
the Closing Date, included or include any untrue statement of a material fact
relating to the Mortgage Loans or omitted or omit to state therein a material
fact necessary in order to make the statements therein related to the Mortgage
Loans, in the light of the circumstances under which they were made, not
misleading.
The "Specified Portions" of the Free Writing Prospectus shall consist
of Annex A-1 to the Free Writing Prospectus, entitled "Certain Characteristics
of the Mortgage Loans" (insofar as the information contained in Annex A-1
relates to the Mortgage Loans sold by the Seller hereunder), Annex A-1(YM) to
the Free Writing Prospectus entitled "Yield Maintenance Formulas" (insofar as
the
16
information contained in Annex A-1(YM) 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 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 "Structural and
Collateral Term Sheet" (insofar as the information contained in Annex C relates
to the Mortgage Loans sold by the Seller hereunder), the CD-ROM which
accompanies the Free Writing Prospectus (insofar as such CD-ROM is consistent
with Annex X-0, Xxxxx X-0(XX), Xxxxx X-0 and/or Annex B (only insofar as the
information contained therein relates to the Mortgage Loans sold by the Seller
hereunder)), and the following sections of the Free Writing Prospectus (only to
the extent that any such information relates to the Seller (solely in its
capacity as a seller, sponsor or originator of the Mortgage Loans sold by the
Seller hereunder), 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", "Servicing of the
Farallon Portfolio Loan Combination", "Transaction Participants--The Sponsors"
and "Affiliations and Certain Relationships and Related Transactions".
The "Specified Portions" of the Prospectus Supplement shall consist of
Annex A-1 to the Prospectus Supplement, entitled "Certain Characteristics of the
Mortgage Loans" (insofar as the information contained in Annex A-1 relates to
the Mortgage Loans sold by the Seller hereunder), Annex A-1(YM) to the
Prospectus Supplement entitled "Yield Maintenance Formulas" (insofar as the
information contained in Annex A-1(YM) 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" (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(XX), Xxxxx X-0 and/or Annex B (only insofar as the
information contained therein related to the Mortgage Loans sold by the Seller
hereunder)), and the following sections of the Prospectus Supplement (only to
the extent that any such information relates to the Seller (solely in its
capacity as a seller, sponsor or originator of the Mortgage Loans sold by the
Seller hereunder), 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", "Servicing of the
Farallon Portfolio Loan Combination", "Transaction Participants--The Sponsors"
and "Affiliations and Certain Relationships and Related Transactions".
17
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 May 16,
2008, and relating to the Publicly Offered Certificates.
"Memorandum" means the confidential Private Placement Memorandum dated
May 21, 2008, and relating to the Private Certificates;
"Prospectus" means the prospectus dated May 10, 2007.
"Prospectus Supplement" means the prospectus supplement dated May 21,
2008, that supplements the Prospectus and relates to the Publicly-Offered
Certificates; and
"Time of Sale" means May 21, 2008, at 12:45 p.m.
(e) Each of: (i) the resolutions of the Seller's board of directors or
a committee thereof authorizing the Seller's entering into the transactions
contemplated by this Agreement, (ii) the certificate of incorporation and bylaws
of the Seller, and (iii) a certificate of good standing of the Seller issued by
the State of Delaware 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 Certificate Administrator, the
Custodian, the Underwriters, the Initial Purchasers and each of the Rating
Agencies, together with such other written opinions, including as to insolvency
matters, as may be required by the Rating Agencies; and
(g) Such further certificates, opinions and documents as the Purchaser
may reasonably request prior to the Closing Date.
SECTION 7. Costs. Whether or not this Agreement is terminated, both
the Seller and the Purchaser shall pay their respective share of the transaction
expenses incurred in connection with the transactions contemplated herein as set
forth in the closing statement prepared by the Purchaser and delivered to and
approved by the Seller on or before the Closing Date, and in the memorandum of
understanding to which the Seller and the Purchaser (or an affiliate thereof)
are parties with respect to the transactions contemplated by this Agreement.
SECTION 8. Grant of a Security Interest. It is the express intent of
the parties hereto that the conveyance of the Mortgage Loans by the Seller to
the Purchaser as provided in Section 2 of this Agreement be, and be construed
as, a sale of the Mortgage Loans by the Seller to the Purchaser and not as a
pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or
other obligation of the Seller. However, if, notwithstanding the aforementioned
intent of the parties, the Mortgage Loans are held to be property of the Seller,
then, (a) it is the express intent of the parties that such conveyance be deemed
a pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt
or other obligation of the Seller, and (b) (i) this Agreement shall also be
deemed to be a security agreement
18
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. Exchange Act Reporting.
(a) The Seller hereby agrees to deliver to the Purchaser any
disclosure information relating to any event, specifically relating to the
Seller (that arise from its role as sponsor with respect to the Mortgage Loans),
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 (that arise from its role as
sponsor with respect to the Mortgage Loans), 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 two (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 Fund will terminate upon the Certificate Administrator's filing of a Form
15 with respect to the Trust Fund 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 Fund under the Securities Exchange Act of
1934, as amended (the "1934 Act"), have otherwise automatically suspended. The
Seller hereby acknowledges that the information to be provided by it pursuant to
this Section 9 will be used in the preparation of reports on Form 8-K, Form 10-D
or Form 10-K with respect to the Trust Fund as required under Section 13 and/or
Section 15(d) of the 1934 Act and any applicable rules promulgated thereunder
and as required under Regulation AB.
19
(b) The Seller hereby represents and warrants that, with respect to
the Farallon Portfolio Trust Mortgage Loan, the related Outside Servicing
Agreement provides that, for so long as the Trust is subject to the reporting
requirements of the 1934 Act, the related servicers and servicing function
participants (within the meaning of Item 1122 of Regulation AB) are each
required to deliver to the Trustee, in any calendar year in which the Trust is
required to file a Form 8-K, Form 10-D or Form 10-K and in a timely manner given
the time frame for the applicable filing: (i) the reports, attestations and/or
statements required under Items 1122 and 1123 of Regulation AB, (ii) back-up
certifications supporting the certification required to be made by the Depositor
pursuant to the Xxxxxxxx-Xxxxx Act of 2002 and (iii) any disclosure information
relating to events, conditions or circumstances specifically relating to such
servicer, servicing function participant or Outside Serviced Mortgage Loan that
are required to be reported on Form 8-K, Form 10-D or Form 10-K by the Trust,
insofar as such disclosure is required under Items 1112(b), 1117 and 1119 of
Regulation AB and Form 8-K.
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
20
PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR
INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 15. Attorneys' Fees. If any legal action, suit or proceeding
is commenced between the Seller and the Purchaser regarding their respective
rights and obligations under this Agreement, the prevailing party shall be
entitled to recover, in addition to damages or other relief, costs and expenses,
attorneys' fees and court costs (including, without limitation, expert witness
fees). As used herein, the term "prevailing party" shall mean the party that
obtains the principal relief it has sought, whether by compromise settlement or
judgment. If the party that commenced or instituted the action, suit or
proceeding shall dismiss or discontinue it without the concurrence of the other
party, such other party shall be deemed the prevailing party.
SECTION 16. Further Assurances. The Seller and the Purchaser agree to
execute and deliver such instruments and take such further actions as the other
party may, from time to time, reasonably request in order to effectuate the
purposes and to carry out the terms of this Agreement.
SECTION 17. Successors and Assigns. The rights and obligations of the
Seller under this Agreement shall not be assigned by the Seller without the
prior written consent of the Purchaser, except that any person into which the
Seller may be merged or consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Seller is a party, or any
person succeeding to all or substantially all of the business of the Seller,
shall be the successor to the Seller hereunder. The Purchaser has the right to
assign its interest under this Agreement, in whole or in part, as may be
required to effect the purposes of the Pooling and 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.
21
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]
22
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.
SELLER
XXXXXXX XXXXX MORTGAGE LENDING, INC.
By: /S/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
PURCHASER
XXXXXXX XXXXX MORTGAGE INVESTORS, INC.
By: /S/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President
MLML MORTGAGE LOAN PURCHASE AGREEMENT
EXHIBIT A
Seller:
Address for Notices:
Xxxxxxx Xxxxx Mortgage Lending, Inc.
c/o Global Commercial Real Estate
4 World Financial Center, 16th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxxxx
with a copy to:
Xxxxxxx Xxxxx Mortgage Lending, Inc.
c/o Global Commercial Real Estate
4 World Financial Center, 16th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Director of CMBS Securitization
and with a copy to:
Xxxxxxx Xxxxx Mortgage Lending, Inc.
4 World Financial Center, 16th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: General Counsel for Global
Commercial Real Estate in the Office
of the General Counsel
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 to:
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
MLML MORTGAGE LOAN PURCHASE AGREEMENT
SCHEDULE I
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
For purposes of this Schedule I, the "Value" of a Mortgaged Property
shall mean the value of such Mortgaged Property as determined by the appraisal
(and subject to the assumptions set forth in the appraisal) performed in
connection with the origination of the related Mortgage Loan.
1. Mortgage Loan Schedule. The information set forth in the Mortgage
Loan Schedule with respect to the Mortgage Loans is true and correct in all
material respects (and contains all the items listed in the definition of
"Mortgage Loan Schedule") as of the dates of the information set forth therein
or, if not set forth therein, and in all events no earlier than, as of the
respective Cut-off Dates for the Mortgage Loans.
2. Ownership of Mortgage Loans. Immediately prior to the transfer of
the Mortgage Loans to the Purchaser, the Seller had good title to, and was the
sole owner of, each Mortgage Loan. The Seller has full right, power and
authority to transfer and assign each Mortgage Loan to or at the direction of
the Purchaser free and clear of any and all pledges, liens, charges, security
interests, participation interests and/or other interests and encumbrances
(except for certain servicing rights as provided in the Pooling and Servicing
Agreement, any permitted subservicing agreements and servicing rights purchase
agreements pertaining thereto and the rights of a holder of a related Non-Trust
Loan pursuant to a Loan Combination Co-Lender 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; and provided, further that, if the related Mortgage and/or Assignment
of Leases has been recorded in the name of MERS or its designee, no assignment
of Mortgage and/or assignment of Assignment of Leases in favor of the Trustee is
required to be prepared or delivered and instead, the Seller shall take all
actions as are necessary to cause the Trust to be shown as the owner of the
Mortgage Loan on the records of MERS for purposes of the system of recording
transfers of beneficial ownership of mortgages maintained by MERS. 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 June 2008, 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, a "marked-up" commitment binding upon the title insurer
or escrow instructions binding on the title insurer and irrevocably obligating
the title insurer to issue such title insurance policy); (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, a "marked-up"
commitment binding upon the title insurer or escrow instructions binding on the
title insurer and irrevocably obligating the title insurer to issue such title
insurance policy); (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 Crossed Loan, the lien of the Mortgage for another Mortgage
Loan contained in the same Crossed Loan 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 (or, in the case
of the Farallon Portfolio Trust Mortgage Loan, in favor of the related Outside
Trustee) is in recordable form (but for insertion of the name and address of the
assignee and any related recording information which is not yet available to the
Seller) and constitutes a legal, valid, binding and, subject to the limitations
and exceptions set forth in representation 13 below, enforceable assignment of
such Mortgage from the relevant assignor to the Trustee (or, in the case of the
Farallon Portfolio Trust Mortgage Loan, in favor of the related Outside
Trustee); provided that, if the related Mortgage and/or Assignment of Leases has
been recorded in the name of MERS or its designee, no assignment of Mortgage
and/or assignment of Assignment of Leases in favor of the Trustee is required to
be prepared or delivered and instead, the Seller shall take all actions as are
necessary to cause the Trust to be shown as the owner of the Mortgage Loan on
the records of MERS for purposes of the system of recording transfers of
beneficial ownership of mortgages maintained by MERS.
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 (or, in
the case of the Farallon Portfolio Trust Mortgage Loan, in favor of the related
Outside 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 (or, in the case of the
Farallon Portfolio Trust Mortgage Loan, in favor of the related Outside
Trustee); provided that, if the related Mortgage and/or Assignment of Leases has
been recorded in the name of MERS or its designee, no assignment of Mortgage
and/or assignment of Assignment of Leases in favor of the Trustee is required to
be prepared or delivered and instead, the Seller shall take all actions as are
necessary to cause the Trust to be shown as the owner of the Mortgage Loan on
the records of MERS for purposes of the system of recording transfers of
beneficial ownership of mortgages maintained by MERS. 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 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 in any manner, (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) May 9, 2008 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 based upon surveys and/or the title
insurance policy referred to in representation 8 below, 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, a "marked up" commitment binding on the
title insurer or escrow instructions binding on the title insurer irrevocably
obligating the title insurer to issue the Title Policy) in the original
principal amount of such Mortgage Loan after all advances of principal, insuring
that the related Mortgage is a valid first priority lien on such Mortgaged
Property, subject only to the Permitted Encumbrances, except that in the case of
a Mortgage Loan as to which the related Mortgaged Property is made up of more
than one parcel of property, each of which is secured by a separate Mortgage,
such Mortgage (and therefore the related Title Policy) may be in an amount less
than the original principal amount of the Mortgage Loan, but is not less than
the allocated amount of subject parcel constituting a portion of the related
Mortgaged Property. Such Title Policy (or, if it has yet to be issued, the
coverage to be provided thereby) is in full force and effect, all premiums
thereon have been paid, no material claims have been made thereunder and no
claims have been paid thereunder. No holder of the related Mortgage has done, by
act or omission, anything that would materially impair the coverage under such
Title Policy. Immediately following the transfer and assignment of the related
Mortgage Loan to the Trustee, such Title Policy (or, if it has yet to be issued,
the coverage to be provided thereby) inures to the benefit of the Trustee (or,
in the case of the Farallon Portfolio Trust Mortgage Loan, in favor of the
related Outside Trustee) as sole insured (except with respect to 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) without the consent of or notice to the
insurer. Such Title Policy contains no material 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
(pending the satisfaction of certain conditions relating to leasing, repair or
other matters with respect to the related Mortgaged Property) documented as part
of the Mortgage Loan documents and the rights to which are transferred to the
Trustee (or, in the case of the Farallon Portfolio Trust Mortgage Loan, in favor
of the related Outside Trustee)) and there is no obligation for future advances
with respect thereto.
10. Mortgage Provisions. The Mortgage Loan documents for each Mortgage
Loan, together with applicable state law, contain customary and, subject to the
limitations and exceptions set forth in representation 13 below, enforceable
provisions such as to render the rights and remedies of the holder thereof
adequate for the practical realization against the related Mortgaged Property of
the principal benefits of the security intended to be provided thereby,
including, without limitation, judicial or non-judicial foreclosure or similar
proceedings (as applicable for the jurisdiction where the related Mortgaged
Property is located). None of the Mortgage Loan documents contains any provision
that expressly excuses the related Mortgagor from obtaining and maintaining
insurance coverage for acts of terrorism.
11. Trustee under Deed of Trust. If the Mortgage for any Mortgage Loan
is a deed of trust, then (a) a trustee, duly qualified under applicable law to
serve as such, has either been properly
designated and currently so serves or may be substituted in accordance with the
Mortgage and applicable law, and (b) no fees or expenses are or will become
payable to such trustee by the Seller, the Purchaser or any transferee thereof
except in connection with a trustee's sale after default by the related
Mortgagor or in connection with any full or partial release of the related
Mortgaged Property or related security for such Mortgage Loan.
12. Environmental Conditions. Except in the case of the Mortgaged
Properties identified on Annex B hereto (as to which properties the only
environmental investigation conducted in connection with the origination of the
related Mortgage Loan related to asbestos-containing materials and lead-based
paint), (a) an environmental site assessment meeting ASTM standards and covering
all environmental hazards typically assessed for similar properties including
use, type and tenants of the related Mortgaged Property, a transaction screen
meeting ASTM standards or an update of a previously conducted environmental site
assessment (which update may have been performed pursuant to a database update),
was performed by an independent third-party environmental consultant (licensed
to the extent required by applicable state law) with respect to each Mortgaged
Property securing a Mortgage Loan in connection with the origination of such
Mortgage Loan, (b) the report of each such assessment, update or screen, if any
(an "Environmental Report"), is dated no earlier than (or, alternatively, has
been updated within) 12 months prior to the date hereof, (c) a copy of each such
Environmental Report has been delivered to the Purchaser, and (d) either: (i) no
such Environmental Report, if any, reveals that as of the date of the report
there is a material violation of applicable environmental laws with respect to
any known circumstances or conditions relating to the related Mortgaged
Property; or (ii) if any such Environmental Report does reveal any such
circumstances or conditions with respect to the related Mortgaged Property and
the same have not been subsequently remediated in all material respects, then
one or more of the following are true--(A) one or more parties not related to
the related Mortgagor and collectively having financial resources reasonably
estimated to be adequate to cure the violation was identified as the responsible
party or parties for such conditions or circumstances, and such conditions or
circumstances do not materially impair the Value of the related Mortgaged
Property, (B) the related Mortgagor was required to provide additional security
reasonably estimated to be adequate to cure the violations and/or to obtain and,
for the period contemplated by the related Mortgage Loan documents, maintain an
operations and maintenance plan, (C) the related Mortgagor, or other responsible
party, provided a "no further action" letter or other evidence that would be
acceptable to a reasonably prudent commercial mortgage lender, that applicable
federal, state or local governmental authorities had no current intention of
taking any action, and are not requiring any action, in respect of such
conditions or circumstances, (D) such conditions or circumstances were
investigated further and based upon such additional investigation, a qualified
environmental consultant recommended no further investigation or remediation,
(E) the expenditure of funds reasonably estimated to be necessary to effect such
remediation is not greater than 2% of the outstanding principal balance of the
related Mortgage Loan, (F) there exists an escrow of funds reasonably estimated
to be sufficient for purposes of effecting such remediation, (G) the related
Mortgaged Property is insured under a policy of insurance, subject to certain
per occurrence and aggregate limits and a deductible, against certain losses
arising from such circumstances and conditions or (H) a responsible party
provided a guaranty or indemnity to the related Mortgagor to cover the costs of
any required investigation, testing, monitoring or remediation and, as of the
date of origination of the related Mortgage Loan, such responsible party had
financial resources reasonably estimated to be adequate to cure the subject
violation in all material respects. To the Seller's actual knowledge and without
inquiry beyond the related Environmental Report, there are no significant or
material circumstances or conditions with respect to such Mortgaged Property not
revealed in any such Environmental Report, where obtained, or in any Mortgagor
questionnaire delivered to the Seller in connection with the issue of any
related environmental insurance policy, if applicable, that would require
investigation or remediation by the related Mortgagor under, or
otherwise be a material violation of, any applicable environmental law. The
Mortgage Loan documents for each Mortgage Loan require the related Mortgagor to
comply in all material respects with all applicable federal, state and local
environmental laws and regulations. Each of the Mortgage Loans identified on
Annex C hereto is covered by a secured creditor 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), (ii) and (iii)) such limitations or
unenforceability will not render such loan documents invalid as a whole or
substantially interfere with the mortgagee's realization of the principal
benefits and/or security provided thereby. There is no valid defense,
counterclaim or right of offset or rescission available to the related Mortgagor
with respect to such Mortgage Note, Mortgage or other agreements that would deny
the mortgagee the principal benefits intended to be provided thereby, except in
each case, with respect to the enforceability of any provisions requiring the
payment of default interest, late fees, additional interest, prepayment premiums
or yield maintenance charges.
14. Insurance. Except in certain cases where tenants, having a net
worth of at least $50,000,000 or an investment grade credit rating (and, if
rated by Fitch, a credit rating of at least "A-" by Fitch) and obligated to
maintain the insurance described in this paragraph, are allowed to self-insure
the related Mortgaged Properties, all improvements upon each Mortgaged Property
securing a Mortgage Loan are insured under a fire and extended perils insurance
(or the equivalent) policy, in an amount at least equal to the lesser of the
outstanding principal balance of such Mortgage Loan and 100% of the full
insurable replacement cost of the improvements located on the related Mortgaged
Property, and if applicable, the related hazard insurance policy contains
appropriate endorsements to avoid the
application of co-insurance and does not permit reduction in insurance proceeds
for depreciation. Each Mortgaged Property is also covered by comprehensive
general liability insurance in amounts customarily required by prudent
commercial mortgage lenders for properties of similar types. Each Mortgaged
Property securing a Mortgage Loan is the subject of a business interruption or
rent loss insurance policy providing coverage for at least 12 months (or a
specified dollar amount which is reasonably estimated to cover no less than 12
months of rental income), unless such Mortgaged Property constitutes a
manufactured housing community. If any portion of the improvements on a
Mortgaged Property securing any Mortgage Loan was, at the time of the
origination of such Mortgage Loan, in an area identified in the Federal Register
by the Flood Emergency Management Agency as a special flood hazard area (Zone A
or Zone V), and flood insurance was available, a flood insurance policy is in
effect with a generally acceptable insurance carrier, in an amount representing
coverage not less than the least of: (1) the minimum amount required, under the
terms of coverage, to compensate for any damage or loss on a replacement basis,
(2) the outstanding principal balance of such Mortgage Loan, and (3) the maximum
amount of insurance available under the applicable federal flood insurance
program. Each Mortgaged Property located in California or in seismic zones 3 and
4 is covered by seismic insurance to the extent such Mortgaged Property has a
probable maximum loss of greater than 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 Fitch or S&P of not less than A-minus
(or the equivalent), or from Xxxxx'x of not less than A3 (or the equivalent), or
from DBRS of not less than A(low) (or the equivalent), or from A.M. Best Company
of not less than "A-minus: V" (or the equivalent). With respect to each Mortgage
Loan, the related Mortgage Loan documents require that the related Mortgagor or
a tenant of such Mortgagor maintain insurance as described above or permit the
related mortgagee to require insurance as described above. Except under
circumstances that would be reasonably acceptable to a prudent commercial
mortgage lender or that would not otherwise materially and adversely affect the
security intended to be provided by the related Mortgage, the Mortgage Loan
documents for each Mortgage Loan provide that proceeds paid under any such
casualty insurance policy will (or, at the lender's option, will) be applied
either to the repair or restoration of all or part of the related Mortgaged
Property or to the payment of amounts due under such Mortgage Loan; provided
that the related Mortgage Loan documents may entitle the related Mortgagor to
any portion of such proceeds remaining after the repair or restoration of the
related Mortgaged Property or payment of amounts due under the Mortgage Loan;
and provided, further, that, if the related Mortgagor holds a leasehold interest
in the related Mortgaged Property, the application of such proceeds will be
subject to the terms of the related Ground Lease (as defined in representation
18 below).
Each Mortgaged Property is insured by an "all-risk" casualty insurance
policy that does not contain an express exclusion for (or, alternatively, is
covered by a separate policy that insures against property damage resulting
from) acts of terrorism.
15. Taxes and Assessments. There are no delinquent property taxes or
assessments or other outstanding charges affecting any Mortgaged Property
securing a Mortgage Loan that are a lien of priority equal to or higher than the
lien of the related Mortgage and that have not been paid or are not otherwise
covered by an escrow of funds sufficient to pay such charge. For purposes of
this representation and warranty, real property taxes and assessments and other
charges shall not be considered delinquent until the date on which interest
and/or penalties would be payable thereon.
16. Mortgagor Bankruptcy. No Mortgagor under a Mortgage Loan is a
debtor in any state or federal bankruptcy, insolvency or similar proceeding.
17. Local Law Compliance. To the Seller's knowledge, based upon a
letter from governmental authorities, a legal opinion, a zoning consultant's
report or an endorsement to the related Title Policy, or based on such other due
diligence considered reasonable by prudent commercial mortgage lenders in the
lending area where the subject Mortgaged Property is located (including, without
limitation, when commercially reasonable, a representation of the related
Mortgagor at the time of origination of the subject Mortgage Loan), the
improvements located on or forming part of each Mortgaged Property securing a
Mortgage Loan are in material compliance with applicable zoning laws and
ordinances or constitute a legal non-conforming use or structure (or, if any
such improvement does not so comply and does not constitute a legal
non-conforming use or structure, such non-compliance and failure does not
materially and adversely affect the Value of the related Mortgaged Property). In
the case of each legal non-conforming use or structure, the related Mortgaged
Property may be restored or repaired to the full extent of the use or structure
at the time of such casualty or law and ordinance coverage has been obtained in
an amount that would be required by prudent commercial mortgage lenders (or, if
the related Mortgaged Property may not be restored or repaired to the full
extent of the use or structure at the time of such casualty and law and
ordinance coverage has not been obtained in an amount that would be required by
prudent commercial mortgage lenders, such fact does not materially and adversely
affect the Value of the related Mortgaged Property).
18. Material Leasehold Estate. If any Mortgage Loan is secured by the
interest of a Mortgagor as a lessee under a ground lease of all or a material
portion of a Mortgaged Property (together with any and all written amendments
and modifications thereof and any and all estoppels from or other agreements
with the ground lessor, a "Ground Lease"), but not by the related fee interest
in such Mortgaged Property or such material portion thereof (the "Fee
Interest"), then:
(i) such Ground Lease or a memorandum thereof has been or will be
promptly submitted for recordation; such Ground Lease permits the interest
of the lessee thereunder to be encumbered by the related Mortgage; and, if
such Ground Lease has been recorded, 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 20 years beyond the Stated Maturity Date of such
Mortgage Loan, or (ii) has a term, which together with extension options
that are exercisable by the lender upon its taking possession of the
Mortgagor's leasehold interest would (if such options are exercised) cause
the term of such Ground Lease to extend not less than 20 years beyond the
Stated Maturity Date of such Mortgage Loan;
(viii) such Ground Lease requires the lessor to enter into a new
lease with a mortgagee upon termination of such Ground Lease for any
reason, including as a result of a rejection of such Ground Lease in a
bankruptcy proceeding involving the related Mortgagor, unless the mortgagee
under such Mortgage Loan fails to cure a default of the lessee that is
susceptible to cure by the mortgagee under such Ground Lease following
notice thereof from the lessor;
(ix) under the terms of such Ground Lease and the related
Mortgage or related Mortgage Loan documents, taken together, any related
casualty insurance proceeds (other than de minimis amounts for minor
casualties) with respect to the leasehold interest will be applied either
(i) to the repair or restoration of all or part of the related Mortgaged
Property, with the mortgagee or a trustee appointed or consented to 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). Accordingly,
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, 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) subject to
available funds, 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. Except with respect to another Mortgage Loan
(which will also be an asset of the Trust Fund) cross-collateralized with a
Mortgage Loan, none of the Mortgage Loans permits the related Mortgaged Property
to be encumbered by any other 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 as indicated in the
preceding sentence and except for cases involving other Mortgage Loans, none of
the Mortgaged Properties securing the Mortgage Loans is encumbered by any
mortgage liens junior to or of equal priority with the liens of the related
Mortgage. The related Mortgage Loan documents require the Mortgagor under each
Mortgage Loan to pay all reasonable costs and expenses related to any required
consent to an encumbrance, including any applicable Rating Agency fees, or would
permit the related mortgagee to withhold such consent if such costs and expenses
are not paid by a party other than such mortgagee.
24. No Mechanics' Liens. As of the date of origination, each Mortgaged
Property securing a Mortgage Loan (exclusive of any related personal property)
was free and clear of any and all mechanics' and materialmen's liens that were
prior or equal to the lien of the related Mortgage and that were not bonded or
escrowed for or covered by title insurance. As of the Closing Date, to the
Seller's knowledge: (i) each Mortgaged Property securing a Mortgage Loan
(exclusive of any related personal property) is free and clear of any and all
mechanics' and materialmen's liens that are prior or equal to the lien of the
related Mortgage and that are not bonded or escrowed for or covered by title
insurance, and (ii) no rights are outstanding that under law could give rise to
any such lien that would be prior or equal to the lien of the related Mortgage
and that is not bonded or escrowed for or covered by title insurance.
25. Compliance. Other than any default interest or any late charges,
each Mortgage Loan (other than ARD Loans after their respective Anticipated
Repayment Dates) 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, franchisee
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 Crossed
Loan Group, 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 Loan 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 or any other customary
commercial transaction and are not part of an arrangement to collateralize a
REMIC offering with obligations that are not real estate mortgages.
30. Defeasance and Assumption Costs. If any Mortgage Loan permits
defeasance, then the related Mortgage Loan documents provide that the related
Mortgagor is responsible for the payment of all reasonable costs and expenses
associated with defeasance incurred by the related mortgagee, including Rating
Agency fees. If any Mortgage Loan permits assumptions, then the related Mortgage
Loan documents provide that the related Mortgagor is responsible for all
reasonable costs and expenses associated with an assumption incurred by the
related mortgagee.
31. Fixed Rate Loans. Each Mortgage Loan bears interest at a rate that
remains fixed throughout the remaining term of such Mortgage Loan, except in the
case of an ARD Loan after its Anticipated Repayment Date and except for the
imposition of a default rate, late charge or prepayment premium.
32. Inspection. The Seller (or if the Seller is not the originator,
the originator of the Mortgage Loan) or an affiliate thereof inspected, or
caused the inspection of, the related Mortgaged Property within the preceding 12
months.
33. No Material Default. 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 or other publicly traded interests,
issuance of non-controlling new equity interests, transfers to an affiliate
meeting the requirements of the Mortgage Loan, transfers among existing direct
or indirect 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 $10,000,000 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 during the term of the
Mortgage Loan it may only own and operate 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 generally further provide, or which entity represented
in the related Mortgage Loan documents, substantially to the effect that it does
not have any material assets other than those related to its interest in and
operation of such Mortgaged Property or Properties, or any indebtedness other
than as permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person (other than a Mortgagor with respect to a Mortgage Loan
that is part of the same Crossed Loan Group as the subject Mortgage Loan), 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 (other than co-obligors under the
Mortgage Loan documents), 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 (which term
includes any Mortgage Loan that is part of a Loan Combination, but does not
include any related Non-Trust 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 of a UCC
financing statement under applicable law). The related assignment of such
security interest (but for insertion of the name of the assignee and any related
information which is not yet available to the Seller) executed and delivered in
favor of the Trustee (or, in the case of the Farallon Portfolio Trust Mortgage
Loan, in favor of the related Outside Trustee) constitutes a legal, valid and,
subject to the limitations and exceptions set forth in representation 13 hereof,
binding assignment thereof from the relevant assignor to the Trustee (or, in the
case of the Farallon Portfolio Trust Mortgage Loan, in favor of the related
Outside Trustee); provided that, if the related security agreement and/or UCC
Financing Statement has been recorded in the name of MERS or its designee, no
assignment of security agreement and/or UCC Financing Statement in favor of the
Trustee is required to be prepared or delivered and instead, the Seller shall
take all actions as are necessary to cause the Trust to be shown as the owner of
the Mortgage Loan on the records of MERS for purposes of the system of recording
transfers of beneficial ownership of mortgages maintained by MERS.
Notwithstanding any of the foregoing, no representation is made as to the
perfection of any security interest in rents or other personal property to the
extent that possession or control of such items or actions other than the filing
of UCC Financing Statements are required in order to effect such perfection.
40. Prepayment Premiums and Yield Maintenance Charges. Prepayment
Premiums and Yield Maintenance Charges payable with respect to each Mortgage
Loan, if any, constitute "customary prepayment penalties" within meaning of
Treasury Regulations Section 1.860G-1(b)(2).
41. Commencement of Amortization. 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 or affiliate
of such Mortgagor or an entity controlled by a principal or affiliate of such
Mortgagor, for damages, liabilities, expenses or claims sustained in connection
with the Mortgagor's fraud, material, intentional misrepresentation, material
intentional physical 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 or affiliate of such
Mortgagor or an entity controlled by a principal or affiliate of such Mortgagor,
has agreed to indemnify the mortgagee for damages resulting from violations of
any applicable environmental laws relating to hazardous material at the related
Mortgaged Property.
44. Assignment of Collateral. There is no material collateral securing
any Mortgage Loan that is not being assigned to the Purchaser.
45. Fee Simple Interest. Unless such Mortgage Loan is secured in whole
or in material part by a Ground Lease and is therefore the subject of
representation 18, the interest of the related Mortgagor in the Mortgaged
Property securing each Mortgage Loan is a fee simple interest in real property
and the improvements thereon, except for any portion of such Mortgaged Property
that consists of a leasehold estate that is not a material ground lease, which
ground lease is not the subject of representation 18.
46. Escrows. All escrow deposits (including capital improvements and
environmental remediation reserves) relating to any Mortgage Loan that were
required to be delivered to the lender under the terms of the related Mortgage
Loan documents, have been received and, to the extent of any remaining balances
of such escrow deposits, are in the possession or under the control of Seller or
its agents (which shall include the applicable Master Servicer). All such escrow
deposits are being conveyed hereunder to the Purchaser. Any and all material
requirements under each Mortgage Loan as to completion of any improvements and
as to disbursement of any funds escrowed for such purpose, which requirements
were to have been complied with on or before the date hereof, have been complied
with in all material respects or, if and to the extent not so complied with, the
escrowed funds (or an allocable portion thereof) have not been released except
in accordance with the terms of the related loan documents.
47. Operating Statements. In the case of each Mortgage Loan, the
related Mortgage or another Mortgage Loan document requires the related
Mortgagor, in some cases at the request of the lender, to provide the holder of
such Mortgage Loan with at least quarterly 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, together with such other
information as may be required therein.
48. Grace Period. With respect to each Mortgage Loan, the related
Mortgage, Mortgage Note or loan agreement provides a grace period for delinquent
monthly payments no longer than 15 days from the applicable Due Date or five (5)
days from notice to the related Mortgagor of the default.
49. Disclosure to Environmental Insurer. If the Mortgaged Property
securing any Mortgage Loan identified on Annex C as being covered by a secured
creditor policy, then the Seller:
(i) has disclosed, or is aware that there has been disclosed, in the
application for such policy or otherwise to the insurer under such policy the
"pollution conditions" (as defined in such policy) identified in any
environmental reports related to such Mortgaged Property which are in the
Seller's possession or are otherwise known to the Seller; or
(ii) has delivered or caused to be delivered to the insurer under such
policy copies of all environmental reports in the Seller's possession related to
such Mortgaged Property;
in each case to the extent that the failure to make any such disclosure or
deliver any such report would materially and adversely affect the Purchaser's
ability to recover under such policy.
50. No Fraud. No fraud with respect to a Mortgage Loan has taken place
on the part of the Seller or any affiliated originator in connection with the
origination of any Mortgage Loan.
51. Servicing. The servicing and collection practices used with
respect to each Mortgage Loan in all material respects have met customary
standards utilized by prudent commercial mortgage loan servicers with respect to
whole loans.
52. Appraisal. In connection with its origination or acquisition of
each Mortgage Loan, the Seller obtained an appraisal of the related Mortgaged
Property, which appraisal is signed by an appraiser, who, to the Seller's
knowledge, had no interest, direct or indirect, in the Mortgaged Property or the
Mortgagor or in any loan made on the security thereof, and whose compensation is
not affected by the approval or disapproval of the Mortgage Loan; the appraisal,
or a letter from the appraiser, states that such appraisal satisfies the
requirements of the "Uniform Standards of Professional Appraisal Practice" as
adopted by the Appraisal Standards Board of the Appraisal Foundation, all as in
effect on the date the Mortgage Loan was originated.
53. Origination of the Mortgage Loans. The Seller originated all of
the Mortgage Loans.
ANNEX A (TO SCHEDULE I)
EXCEPTIONS TO THE REPRESENTATIONS AND WARRANTIES
Representation 2
Farallon Portfolio The conveyance is subject to the rights of the holders
of the related Non-Trust Loans pursuant to the related
Loan Combination Co-Lender Agreement.
Certain of the notes evidencing the Non-Trust Loans are
held by the ML-CFC 2007-8 securitization, certain other
notes evidencing the Non-Trust Loans are held by the
ML-CFC 2007-9 securitization, and one of the notes
evidencing the Non-Trust Loans is held by the BALL
2007-BMB1 securitization.
Representation 4
Farallon Portfolio The related Mortgage Loans that will be included in the
trust are senior and subordinate loans in a multiple
loan structure, each loan of which (whether or not
included in the trust) is secured by the same mortgage
instrument and is cross defaulted with the others.
The related Mortgagor owns approximately 142
manufactured homes for which either no lien was created
or the lien may not be perfected.
No lien was created on Mortgagor's (i) mineral rights,
if any, (ii) leasehold interest in a lake and related
amenities at Cypress Shores manufactured home community,
(iii) leasehold interest in land leased from municipal
airport at Cypress Shores manufactured home community
that affects up to ten (10) homesites, and (iv) three
(3) leased homesites for manufactured homes at Sunnyside
manufactured home community.
Certain states and municipalities have adopted laws and
regulations specifically regulating the ownership and
operation of manufactured home communities which may
grant to community residents a right of first refusal on
a sale of their community by the owner to a third-party.
A portion of Portside manufactured home community is
subject to a right of first refusal in favor of a third
party that applies if such portion of such manufactured
home community (but not the entire manufactured home
community) is conveyed.
An easement is pending with respect to the Green Spring
Valley property in Raleigh, NC for a sewer.
An easement is pending with respect to the Dynamic II
property in DeSoto, TX to widen a road.
A temporary construction easement is pending with
respect to the Cedar Terrace property in Cedar Rapids,
IA. Final executed documentation has been delivered to
the title company but may not yet have been recorded.
An easement is pending with respect to the Hidden Hills
property in Casper, WY to give a cellular telephone
provider access to a cellular phone tower to be placed
on a portion of the property to be leased to the
provider.
A permanent right of way is pending with respect to the
Colonial Gardens property in Manhattan, KS for the
re-alignment of a road. A temporary construction
easement with respect to the same property is also
pending.
An easement is pending with respect to the Country Club
Crossing property in Altoona, IA for the expansion of a
road and placing power lines underground.
Representation 5
Farallon Portfolio An easement is pending with respect to the Green Spring
Valley property in Raleigh, NC for a sewer.
An easement is pending with respect to the Dynamic II
property in DeSoto, TX to widen a road.
A temporary construction easement is pending with
respect to the Cedar Terrace property in Cedar Rapids,
IA. Final executed documentation has been delivered to
the title company but may not yet have been recorded.
An easement is pending with respect to the Hidden Hills
property in Casper, WY to give a cellular telephone
provider access to a cellular phone tower to be placed
on a portion of the property to be leased to the
provider.
A permanent right of way is pending with respect to the
Colonial Gardens property in Manhattan, KS for the
re-alignment of a road. A temporary construction
easement with respect to the same property is also
pending.
An easement is pending with respect to the Country Club
Crossing property in Altoona, IA for the expansion of a
road and placing power lines underground.
Representation 6
Farallon Portfolio The Bluebonnet Estates property in Temple, TX has been
released from the lien of the Mortgage.
Mortgagor has requested lender consent to the release of
an approximately 4.07 acre portion of the Cedar Terrace
property in Cedar Rapids, IA from the lien of the
Mortgage in lieu of condemnation. Final executed
documentation for the release has been delivered to the
title company but may not yet have been recorded.
An easement is pending with respect to the Green Spring
Valley property in Raleigh, NC for a sewer.
An easement is pending with respect to the Dynamic II
property in DeSoto, TX to widen a road.
A temporary construction easement is pending with
respect to the Cedar Terrace property in Cedar Rapids,
IA. Final executed documentation has been delivered to
the title company but may not yet have been recorded.
An easement is pending with respect to the Hidden Hills
property in Casper, WY to give a cellular telephone
provider access to a cellular phone tower to be placed
on a portion of the property to be leased to the
provider.
A permanent right of way is pending with respect to the
Colonial Gardens property in Manhattan, KS for the
re-alignment of a road. A temporary construction
easement with respect to the same property is also
pending.
An easement is pending with respect to the Country Club
Crossing property in Altoona, IA for the expansion of a
road and placing power lines underground
Mortgagor has given notice to the lender of its
intention to sell the Oasis, Sunset Country and
Meadowbrook properties, which are all located in Pueblo,
CO. The transaction had been tentatively scheduled to
close in late May 2008, but may close on another date,
or may only close in part, or not close at all.
Representation 7
Farallon Portfolio Certain Mortgaged Properties located in states where
affirmative title insurance coverage for encroachments
is not available contain improvements which encroach
upon easements, property boundaries and/or building
restriction lines or adjoin properties that contain the
same concerning such Mortgaged Properties.
Mortgagor has requested lender consent to the release of
an approximately 4.07 acre portion of the Cedar Terrace
property in Cedar Rapids, IA from the lien of the
Mortgage in lieu of condemnation. Final executed
documentation for the release has been delivered to the
title company but may not yet have been recorded.
Representation 8
Farallon Portfolio The related title insurance policy does not cover any
manufactured houses owned by the related Mortgagor.
The Title Policy amount will be less than the original
principal amount of the Mortgage Loan due to property
releases and related prepayments of the Mortgage Loan.
The Title Policy does not cover the encumbrances on the
Mortgaged Property created after the date of the Title
Policy and described in Representation 6 above.
Representation 10
Farallon Portfolio The related Mortgage Loan documents do not require the
related Mortgagor to obtain and maintain insurance
coverage for acts of terrorism.
Representation 12
Fort Office Portfolio The environmental report disclosed a 5,000-gallon above
ground storage tank at the Texas property. Mortgagor was
obligated, post closing, to deliver evidence, reasonably
acceptable to mortgagee in all respects, that above
ground storage tank has been registered with the Texas
Commission on Environmental Quality and deliver evidence
showing that all other requirements of the Texas
Commission on Environmental Quality have been satisfied.
The related Mortgage Loan documents provide for recourse
against a guarantor if the Mortgagor does not comply
with the post closing obligations.
Farallon Portfolio In the Mortgage Loan documents, Mortgagor made various
environmental representations and covenants and provided
an environmental indemnity, all subject to various
exceptions and qualifications.
Representation 13
Farallon Portfolio In states where payment of mortgage tax was required,
the amount secured by the Mortgages recorded in such
states may be limited based on the amount of mortgage
tax paid.
Representation 14
All Xxxxxxx Loans With respect to each Xxxxxxx Mortgage Loan, the related
Mortgage requires the Mortgagor to maintain such
insurance as the mortgagee may require, and thus permits
the mortgagee to require the maintenance of the
insurance described in this section.
Farallon Portfolio The related Mortgagor-owned manufactured homes may be
insured in an amount not less than the actual cash value
of such homes, which may be less than the replacement
value of such homes.
Seismic insurance is not required if not available at
commercially reasonable rates.
The related Mortgage Loan documents do not require
insurance to cover acts of terrorism.
The related fire and extended perils (or equivalent)
policy permits reduction in insurance proceeds for
depreciation of the related Mortgaged Property.
Representation 17
Farallon Portfolio Ability to restore legal non-conforming manufactured
home communities following a casualty is in certain
cases dependent on obtaining approvals of certain
governmental entities, the timing of such restoration
work or the extent of damage to the applicable
manufactured home community.
Representation 18
Farallon Portfolio One of the related Mortgaged Properties with an
allocated loan amount of $3,648,000 is ground leased.
With respect to clause:
(i): Some amendments were not recorded but a memorandum
of the original related ground lease and the related
estoppel have been recorded;
(iii): The related ground lease is further assignable to
commercially reasonably
capitalized entities; and
(xi): The related ground lease does not provide that any
such action without such consent is not binding on such
mortgagee, its successors and assigns.
Rite-Aid Xxxxxx & The Ground Lease does not expressly provide that no
Xxxxxxx notice of termination is effective against the mortgagee
unless a copy has been delivered to the mortgagee, but
it does require the mortgagee's consent prior to lessor
accepting any amendment, modification, cancellation,
surrender or waiver of lessor's rights.
Representation 21
Farallon Portfolio The owner of ARC Housing LLC and ARC Housing 2, LLC
pledged its equity in such master tenants as collateral
for a guaranty of the Mortgage Loan, all of which get
released when the loan satisfies a debt service coverage
ratio test specified in the Mortgage Loan documents.
Representation 23
Farallon Portfolio The related Mortgage Loans that will be included in the
trust are senior and subordinate loans in a multiple
loan structure, each loan of which (whether or not
included in the trust) is secured by the same mortgage
instrument and is cross defaulted with the others.
Representation 26
Fort Office Portfolio The Mortgagor is obligated to use commercially
reasonable efforts, post closing, to deliver to Lender
evidence, reasonably acceptable to Lender in all
respects, that all conditions on the property located in
Texas subject to active and/or inactive permits
appearing on such permit history have been properly
inspected and such active and/or inactive permits have
been properly closed and released of record. The related
Mortgage Loan documents provide for recourse against a
guarantor if the Mortgagor does not comply with the post
closing obligations.
Representation 27
Farallon Portfolio The related Mortgage Loans that will be included in the
trust are senior and subordinate loans in a multiple
loan structure, each loan of which (whether or not
included in the trust) is secured by the same mortgage
instrument and is cross defaulted with the others.
Representation 28
Fort Office Portfolio The related Mortgage Loan permits the release of a
portion of the Mortgaged Property so long as certain
conditions are satisfied including: (i) the debt service
coverage ratio for the remaining Mortgaged Property is
at least equal to the greater of (a) 1.20 to 1.00 and
(b) the debt service coverage ratio for all of the
parcels of the Mortgaged Property immediately prior to
the release; and (ii) the release will not impair or
adversely affect the liens, security interests or other
interests of mortgagee.
Encore Retail The related Mortgage Loan permits the release of a
Portfolio portion of the Mortgaged Property so long as certain
conditions are satisfied including: (i) the
loan-to-value ratio for the remaining Mortgaged Property
is no less than the greater of (a) the loan-to-value
ration for all of the parcels of the Mortgaged Property
as of the closing date of the Mortgage Loan and (b) the
loan-to-value for all of the parcels of the Mortgaged
Property immediately prior to the release; (ii) the debt
service coverage ratio for the remaining Mortgaged
Property is no less than the greater of (a) the debt
service coverage ratio for all of the parcels of the
Mortgaged Property as of the closing date of the
Mortgage Loan and (b) the debt service coverage ratio
for all of the parcels of the Mortgaged Property
immediately prior to the release; and (iii) the release
will not impair or adversely affect the liens, security
interests or other interests of mortgagee.
Rite-Aid Xxxxxx & The related Mortgage Loan permits the release of a
Xxxxxxx portion of the Mortgaged Property so long as certain
conditions are satisfied including: (i) the
loan-to-value ratio for the remaining Mortgaged Property
is no greater than 75%; (ii) the debt service coverage
ratio for the remaining Mortgaged Property is no less
than the greater of (a) the debt service coverage ratio
for all of the parcels of the Mortgaged Property as of
the closing date of the Mortgage Loan, (b) the debt
service coverage ratio for all of the parcels of the
Mortgaged Property immediately prior to the release and
(c) 1.20 to 1.00 debt service coverage ratio; and (iii)
the release will not impair or adversely affect the
liens, security interests or other interests of
mortgagee.
Farallon Portfolio Subject to Mortgagor's compliance with certain terms and
conditions set forth in the Mortgage Loan documents,
Mortgagor may obtain the release of properties upon
prepayment of the floating rate note and/or repayment of
the five- and seven-year notes after the related open
prepayment dates.
Subject to Mortgagor's compliance with the terms and
conditions set forth in the Mortgage Loan documents,
non-income producing (other than de minimis income)
parcels of land may be released from the lien of the
related Mortgage.
Release of properties in connection with partial
defeasances is also permitted.
Representation 31
Farallon Portfolio As part of the multiple loan structure, there is a
floating rate Non-Trust Loan.
Representation 32
Farallon Portfolio The related Mortgagee's consultant inspected 100 of the
manufactured home communities out of 274 manufactured
home communities constituting a portion of the
collateral for the related Mortgage Loan.
Representation 34
Farallon Portfolio The Mortgage Loan documents permit transfers to a
pre-approved person, types of persons or categories of
persons meeting the requirements set forth in each of
the related Mortgage Loan documents.
Fort Office Portfolio The Mortgage Loan documents permitted the Mortgagor to
transfer tenant-in-common interests in the Mortgaged
Property provided that each purchaser of a
tenant-in-common interest satisfied the mortgagee's
single-purpose entity requirements and certain other
conditions were satisfied.
Encore Retail The Mortgage Loan documents permit equity transfers in
Portfolio connection with future transfers to a REIT or
opportunity fund meeting the requirements set forth in
each of the related Mortgage Loan documents.
Representation 35
Farallon Portfolio The following properties owned by the related Mortgagor
are not part of the related Mortgaged Property: (i)
mineral rights, if any, (ii) leasehold interest in a
certain lake and related amenities at Cypress Shores
manufactured home community, (iii) leasehold interest in
land leased from municipal airport at Cypress Shores
manufactured home community that affects up to ten (10)
home-sites, (iv) three (3) leased home-sites for
manufactured homes at Sunnyside manufactured home
community, and (v) 30 manufactured homes owned by the
related Mortgagor at various manufactured home
communities.
Representation 37
Farallon Portfolio Mortgagor does not own but operates and pays real estate
taxes on small portions of River Oaks manufactured home
community.
Encore Retail The tax parcel for the Darlington portion of the related
Portfolio Mortgaged Property includes other property which is not
collateral for the related Mortgage Loan. Mortgagor
agreed to cause the segregation of the tax lots and
cause the Darlington portion of the related Mortgaged
Property to be separately assessed for real estate
taxes.
Representation 42
Farallon Portfolio The holders of certain Non-Trust Loans have rights
related to servicing in the related Loan Combination
Intercreditor Agreement. Those rights may be assigned to
other entities.
The Mortgage Loan is comprised of multiple notes and is
being serviced pursuant to the ML-CFC 2007-8 pooling and
servicing agreement.
Representation 43
Farallon Portfolio The recourse liability to the related Mortgagor covers
only actual loss, costs, liability, damage or expense
(including, without limitation, reasonable attorneys'
fees and disbursements) arising out of only the
following: (i) any intentional fraud or willful
misrepresentation contained in any of the related
Mortgage Loan documents or reports furnished directly or
indirectly by the related Mortgagor or any of
Mortgagor's affiliates pursuant to any related
Mortgage Loan document or in the origination of the
Mortgage Loan; (ii) intentional misapplication or
intentional misappropriation of funds (including loss
proceeds or certain rents), security deposits, payments
received from credit card companies and any other funds
due the related Lender under the related Mortgage Loan
documents in contravention of such Mortgage Loan
documents; (iii) damage to the related Mortgaged
Property resulting from intentional acts of the related
Mortgagor; (iv) any material breach of certain SPE
provisions of the related Mortgage Loan agreement; (v)
any material and intentional breach of a representation
relating to financing information provided to the
related Lender; or (vi) the failure to pay certain
impositions assessed against the related Mortgaged
Property to the extent there were sufficient funds
available to pay and the related Lender allows the
related Mortgagor to apply the same, or the failure to
pay and discharge any mechanic's or materialman's liens
against the related Mortgaged Property, where required
pursuant to the related Mortgage Loan agreement, to the
extent there were sufficient funds available to pay and
discharge and the related Lender allows the related
Mortgagor to apply the same.
Representation 44
Farallon Portfolio Any interest of the Seller (in its capacity as the
holder of the notes being transferred to the Purchaser)
in the collateral securing the Mortgage Loan is being
conveyed hereunder to the Purchaser.
The Mortgage Loan is comprised of multiple notes and is
being serviced pursuant to the ML-CFC 2007-8 pooling and
servicing agreement.
Representation 46
Farallon Portfolio Escrows are in the possession and control of the
servicer in the ML-CFC 2007-8 securitization.
The Mortgage Loan is comprised of multiple notes and is
being serviced pursuant to the ML-CFC 2007-8 pooling and
servicing agreement.
Any rights of the Seller (in its capacity as the holder
of the notes being transferred to the Purchaser) to such
escrows are being conveyed hereunder to the Purchaser.
XXXXXXX MORTGAGE LOANS
The following Mortgage Loans are the Xxxxxxx Mortgage Loans:
Loan No. Mortgage Loan
-------- -------------------------
Farallon Portfolio
148016 Fort Office Portfolio
147046 Encore Retail Portfolio
147976 Susquehanna Patriot Bank
147950 Xxxxxx Road Retail
149050 Rite-Aid Xxxxxx & Xxxxxxx
ANNEX B (TO SCHEDULE I)
MORTGAGED PROPERTIES AS TO WHICH THE ONLY ENVIRONMENTAL INVESTIGATIONS CONDUCTED
IN CONNECTION WITH THE ORIGINATION OF THE RELATED MORTGAGE LOAN WERE WITH
RESPECT TO ASBESTOS-CONTAINING MATERIALS AND LEAD-BASED PAINT.
(REPRESENTATION 12)
[NONE.]
ANNEX C (TO SCHEDULE I)
MORTGAGE LOANS COVERED BY SECURED CREDITOR
ENVIRONMENTAL INSURANCE POLICIES
(REPRESENTATIONS 12 AND 49)
[NONE.]
SCHEDULE II
MORTGAGE LOAN SCHEDULE
[Attached]
XXXX 0000-X0: MORTGAGE LOAN SCHEDULE
PROPERTY
LOAN # LOAN GROUP PROPERTY NAME LOAN / PROPERTY ORIGINATOR TYPE STREET ADDRESS
------------------------------------------------------------------------------------------------------------------------------------
1 2b Farallon Portfolio Loan MLML Manufactured Housing Various
1.001 2b Portside Property MLML Manufactured Housing 00000 Xxxxx Xxxxxxxxx
1.002 2b Shadow Hills Property MLML Manufactured Housing 0000 Xxxxxxxxxxxx Xxxx
1.003 2b CV-Jacksonville Property MLML Manufactured Housing 00000 Xxxxx Xxxxxxxxx
1.004 2b Western Hills Property MLML Manufactured Housing 00000 XX 0xx Xxxxx
1.005 2b Siesta Lago Property MLML Manufactured Housing 0000 Xxxxxx Xxxx Xxxxx
1.006 2b Hunter Ridge Property MLML Manufactured Housing 000 Xxxx Xxxx
1.007 2b Camelot Property MLML Manufactured Housing 000 Xxxxx Xxxxxxx 00
1.008 2b Wikiup Property MLML Manufactured Housing 0000 Xxxx 00xx Xxxxxx
1.009 2b Harmony Road Property MLML Manufactured Housing 0000 Xxxx Xxxxxxx Xxxx
1.01 2b Lamplighter Village Property MLML Manufactured Housing 0000 Xxxxxx Xxxxxxx Xxxx
1.011 2b Chalet North Property MLML Manufactured Housing 0000 Xxxxxx Xxxxx
1.012 0x Xxxxxxx Xxxx Xxxxxx Xxxxxxx Property MLML Manufactured Housing 0000 Xxxxx 0000 Xxxx
1.013 2b Shadowood Property MLML Manufactured Housing 0000 Xxxxx Xxxxx Xxxx
1.014 2b Southwind Village Property MLML Manufactured Housing 000 Xxxxxxxx Xxxxxx
1.015 2b The Xxxxxxx Property MLML Manufactured Housing 00000 Xxxx 00xx Xxxxxx
1.016 2b Landmark Village Property MLML Manufactured Housing 000 Xxxx Xxxxx
1.017 2b Crescentwood Village Property MLML Manufactured Housing 00000 Xxxxx Xxxxxxxxxxxx Xxxxx
1.018 2b Stone Mountain Property MLML Manufactured Housing 000 Xxxxxx Xxxx Xxxxx
0.000 0x Xxxxxx Xxxxxxx Property MLML Manufactured Housing 0000 Xxxxx Xxx Xxxx
1.02 2b Village North Property MLML Manufactured Housing 0000 Xxxxx Xxxxx Xxxxxx
1.021 2b Windsor Mobile Estates Property MLML Manufactured Housing 0000 Xxxxxxx Xxxx Xxxxx
1.022 2b Riverdale (Colonial Coach) Property MLML Manufactured Housing 0000 Xxxxxxx 00
1.023 2b Foxhall Village Property MLML Manufactured Housing 0000 Xxxxxxxx Xxxx
1.024 2b New Twin Lakes Property MLML Manufactured Housing 00 Xxxxxx Xxxxx
1.025 2b Xxxxxx Crossing Property MLML Manufactured Housing 420 Pittsburg Landing
1.026 2b Saddlebrook Property MLML Manufactured Housing 0000 Xxxx Xxxxxxxxxxx Xxxxx
1.027 2b Xxxxxxxx Estates Property MLML Manufactured Housing 0000 Xxxx 00xx Xxxxxx
0.000 0x Xxxxxxxxxxxx Xxxxxxx Property MLML Manufactured Housing 00000 Xxxxx Xxxxxx Xxxx
1.029 2b Castlewood Estates Property MLML Manufactured Housing 000 Xxxxxxxxxx Xxxx Xxxx
1.03 2b Green Spring Valley Property MLML Manufactured Housing 0000 Xxxxxxxxx Xxxx
1.031 2b Villa West (UT) Property MLML Manufactured Housing 0000 Xxxxx 0000 Xxxx
1.032 2b Villa West (CO) Property MLML Manufactured Housing 0000 X Xxxxxx
0.000 0x Xxxxxx Xxxxx Property MLML Manufactured Housing 0000 Xxxxxx Xxxx
1.034 2b Springdale Lake Property MLML Manufactured Housing 0 Xxxxxxxxxx Xxxxx
1.035 2b Brookside Village - TX Property MLML Manufactured Housing 00000 Xxxxxxx Xxxx
1.036 2b Columbia Heights Property MLML Manufactured Housing 0000 Xxxxxxxxxx Xxxx
1.037 2b Encantada Property MLML Manufactured Housing 0000 Xxxxxx Xxxxx
1.038 2b Woodlands of Kennesaw Property MLML Manufactured Housing 0000 Xxxx Xxxxxxx Xxxxx
0.000 0x Xxxxxxxx Xxxxxxx Property MLML Manufactured Housing 0000 Xxxxx Xxxx Xxxxx
0.00 0x Xxxxxxx Xxxxxx Property MLML Manufactured Housing 0000 X XX Xxxxxxx 00
1.041 2b Broadmore Property MLML Manufactured Housing 148 Broadmore
1.042 2b Oak Park Village (FL) Property MLML Manufactured Housing 0000 Xxxxxxxxx 00xx Xxxxxx
1.043 2b Xxxxx Winds Property MLML Manufactured Housing 0000 Xxxxx Xxxxxx
1.044 2b Evergreen Village - IA Property MLML Manufactured Housing 0000 Xxxxxxx 00 Xxxxx
0.000 0x Xxxxxx Xxxxxxx Property MLML Manufactured Housing 0000 000xx Xxxxxx
1.046 2b Riverside (UT) Property MLML Manufactured Housing 0000 Xxxx Xxxx Xxxxx Xxxx
1.047 2b Easy Living Property MLML Manufactured Housing 0000 Xxxx Xxxxxx
1.048 2b Southfork Property MLML Manufactured Housing 0000 Xxxxxx Xxxx
1.049 2b Cloverleaf Property MLML Manufactured Housing 0000 00xx Xxxxxx
1.05 2b Golden Valley Property MLML Manufactured Housing 0000 Xxxxxx Xxxxxxx
1.051 2b Riverdale Property MLML Manufactured Housing 0000 Xxxxx 0000 Xxxx
1.052 2b Friendly Village - GA Property MLML Manufactured Housing 0 Xxxxxxxx Xxxx
1.053 2b Smoke Creek Property MLML Manufactured Housing 0000 Xxxxxxxxxx Xxxxxxx
1.054 2b Xxxxxx Village Property MLML Manufactured Housing 000 00xx Xxxxxx
1.055 2b Valley View - Danboro Property MLML Manufactured Housing 0000 Xxxxxx Xxxx
1.056 2b Colonial Gardens Property MLML Manufactured Housing 0000 Xxxxxx Xxxxx Xxxxxxxxx
1.057 2b Evergreen Village - UT Property MLML Manufactured Housing 0000 Xxxxx Xxxxxxx 00
1.058 2b Summit Oaks Property MLML Manufactured Housing 0000 Xxxxxx Xxxx Xxxx
1.059 2b Stoneybrook Property MLML Manufactured Housing 000 Xxxxx 00xx Xxxxxx
1.06 2b Pedaler's Pond Property MLML Manufactured Housing 0000 Xxxxxxxx Xxxx Xxxxxxxxx
1.061 2b Burntwood Property MLML Manufactured Housing 0000 Xxxxx Xxxx 00xx Xxxxxx
1.062 2b Country Club Crossing Property MLML Manufactured Housing 0000 Xxxxxxx Xxxxxxxxx
1.063 2b Sunset Vista Property MLML Manufactured Housing 0000 Xxxx Xxxxxx Xxxxx Xxxxx
1.064 2b Spring Valley Village Property MLML Manufactured Housing 00 Xxxx Xxxxx
0.000 0x Xxxxx Xxxxxxxxx Xxxxxxx Property MLML Manufactured Housing 0000 Xxxx Xxxxx Xxxxx
1.066 2b Mallard Lake Property MLML Manufactured Housing 0000 Xxxxxxx 000
1.067 2b Sundown Property MLML Manufactured Housing 0000 Xxxx 000 Xxxxx
1.068 2b Stony Brook North Property MLML Manufactured Housing 0000 Xxxxx Xxxxx Xxxxx
1.069 2b Twin Pines Property MLML Manufactured Housing 0000 Xxxx Xxxxxx Xxxxxx
1.07 2b Inspiration Valley Property MLML Manufactured Housing 0000 Xxxx 00xx Xxxxxx
1.071 2b Highland Acres Property MLML Manufactured Housing 0000 Xxxxxx Xxxx Xxxx
1.072 2b Oak Ridge Property MLML Manufactured Housing 0000 Xxxxxx Xxxx 00
0.000 0x Xxxxxxxxxx Xxxxxx Xxxxxxx Property MLML Manufactured Housing 0000 Xxxxx Xxxxxxxxxx Xxxxxxxxx
1.074 2b River Oaks Property MLML Manufactured Housing 0000 Xxxxxxxxxx
0.000 0x Xxxxxxxxx Xxxxxxx Property MLML Manufactured Housing 0000 Xxxxxx Xxxxx
1.076 2b Brookside Property MLML Manufactured Housing 0000 Xxxxxxx Xxxx
1.077 2b Eagle Ridge Property MLML Manufactured Housing 617 Holfords Prairie
1.078 2b Cedar Xxxxx Property MLML Manufactured Housing 0000 Xxxxxx Xxxx
1.079 2b Marnelle Property MLML Manufactured Housing 0000 Xxxxxxx 00 Xxxx
1.08 2b Maple Manor Property MLML Manufactured Housing 00 Xxxxxxxx Xxxxxx
1.081 2b Arlington Lakeside Property MLML Manufactured Housing 0000 Xxxx Xxxxxxxx Xxxxxx
1.082 2b Royal Crest Property MLML Manufactured Housing 0000 Xxxx Xxxxx Xxxx
1.083 2b Forest Creek Property MLML Manufactured Housing 000 Xxxx Xxxxxxxxx Xxxx
1.084 2b Four Seasons Property MLML Manufactured Housing 000 Xxxxxx Xxxxx
1.085 2b Cottonwood Grove Property MLML Manufactured Housing 0000 00xx Xxxxxx
1.086 2b Highland Property MLML Manufactured Housing 0000 Xxxxx Xxxx
1.087 2b Valley Verde Property MLML Manufactured Housing 0000 Xxxx Xxxxxx
1.088 2b Chalet City Property MLML Manufactured Housing 000 Xxxxxx Xxxx
0.000 0x Xxxxxxxxxx Xxxxxxx Property MLML Manufactured Housing 000 X. Xxxxxx Xxxx Xxxx Xxx 000
0.00 0x Xxxxxxxxx Xxxxxxx Property MLML Manufactured Housing 4100 Southeast Xxxxx
1.091 2b Creekside Property MLML Manufactured Housing 0000 Xxxxxxx 000X
1.092 2b Eastview Property MLML Manufactured Housing 000 Xx Xxxxxx Xxxx
1.093 2b Viking Villa Property MLML Manufactured Housing 000 Xxxx 000 Xxxxx
0.000 0x Xxxxxxxx Xxxxxxx Property MLML Manufactured Housing 0000 Xxxx 00xx Xxxxxx
1.095 2b Terrace Heights Property MLML Manufactured Housing 0000 Xxxx Road
1.096 2b Falcon Farms Property MLML Manufactured Housing 0000 000xx Xxxxxx Xxxxx
1.097 2b Forest Park Property MLML Manufactured Housing 000 Xxxxxxx Xxxx
1.098 2b Quail Run Property MLML Manufactured Housing 000 Xxxxx Xxxx Xxxxxx
1.099 2b Sheridan Property MLML Manufactured Housing 0000 Xxxxx Xxxxxxxx
0.0 0x Xxxxxxxx Xxxxxxx Property MLML Manufactured Housing 00-0 Xxxxxx Xxxxxx
1.101 2b Countryside (CO) Property MLML Manufactured Housing 0000 0xx Xxxxxx
0.000 0x Xxxxxx Xxxxx Property MLML Manufactured Housing 0000 Xxxxx Xxxxxxx Xxxxxx
1.103 2b Havenwood Property MLML Manufactured Housing 000 Xxxxxxxxx Xxxxx
1.104 2b Northland Property MLML Manufactured Housing 00000 Xxxxx Xxxxxxx Xxxxxx
1.105 2b Xxxxx Trace Property MLML Manufactured Housing 0000 Xxxxxxx Xxxxx
1.106 2b Overpass Point MHC Property MLML Manufactured Housing 00 Xxxx Xxxxx Xxxxx Xxxxx
1.107 2b Enchanted Village Property MLML Manufactured Housing 000 Xxxxxxxxxx Xxxxx
1.108 2b Seascape Property MLML Manufactured Housing 0000 Xxx Xxxxxxxxxxx Xxxx
1.109 2b Golden Triangle Property MLML Manufactured Housing 000 Xxxxx Xxxxxxx Xxxx
1.11 2b Meadowood Property MLML Manufactured Housing 0000 Xxxxxxxxx Xxxxx Xxxx
1.111 2b Meadowbrook Property MLML Manufactured Housing 00000 Xxxx Xxxxxxx 00
1.112 2b Tallview Terrace Property MLML Manufactured Housing 0000 Xxxxx Xxxxxx Xxxxxx
1.113 2b Western Mobile Estates Property MLML Manufactured Housing 0000 Xxxx Xxxxxxx Xxx
1.114 2b Whitney Property MLML Manufactured Housing 0000 XX 00xx Xxxxxx
1.115 2b Five Seasons Davenport Property MLML Manufactured Housing 0000 Xxxxx Xxxxxxxxx Xxxxxx
1.116 2b Valley View - Honey Brook Property MLML Manufactured Housing 0 Xxxx Xxxx
0.000 0x Xxxxxxx Xxxx Property MLML Manufactured Housing 000 Xxxxx Xxxxx Xxxx
1.118 2b Countryside Village (TN) Property MLML Manufactured Housing 000 Xxxxx Xxxx
1.119 2b Mobile Gardens Property MLML Manufactured Housing 0000 Xxxxx Xxxxxxx Xxxxxxxxx
1.12 0x Xxxxxxxx Xxxxx Xxxx Xxxxxxxx XXXX Manufactured Housing 0000 Xxxxxxxxx Xxxx
0.000 0x Xxxxxxx Xxxxxxx Property MLML Manufactured Housing 12400 Xxxxx Drive
1.122 2b Loveland Property MLML Manufactured Housing 0000 Xxxxxxxx Xxxxxx
1.123 2b Meadow Xxxx Property MLML Manufactured Housing 000 Xxxx Xxxxx Xxxxx
0.000 0x Xxxxxx Xxxxx Property MLML Manufactured Housing 0000 Xxxxxx Xxxx
1.125 2b Rolling Hills Property MLML Manufactured Housing 0000 Xxxxx Xxxx Xxxx Xxxx
1.126 2b Deerpointe Property MLML Manufactured Housing 0000 000xx Xxxxxx
1.127 2b Cypress Shores Property MLML Manufactured Housing 000 Xxxx Xxxxxx
1.128 2b Oasis Property MLML Manufactured Housing 0000 Xxxxx Xxxxxxx Xxxxxx
1.129 2b Tanglewood Property MLML Manufactured Housing 000 Xxxx Xxxx
1.13 2b Villa Property MLML Manufactured Housing 0000 Xxxxxxx Xxxxx
1.131 2b Castle Acres Property MLML Manufactured Housing 0000 Xxxx XX Xxxxxxx 00
1.132 2b Dynamic Property MLML Manufactured Housing 0000 Xxxxxxx Xxxxx
1.133 2b Big Country Property MLML Manufactured Housing 0000 Xxxxx Xxxxxxx Xxx
1.134 2b Carriage Court Central Property MLML Manufactured Housing 0000 Xxxx Xxxxxxxx Xxxx
1.135 2b Northern Hills Property MLML Manufactured Housing 0000 X. Xxxxx Xxxxx Xxxx
1.136 2b Sunny Acres Property MLML Manufactured Housing 000 Xxxxxx Xxxx
1.137 2b Lakewood - TX Property MLML Manufactured Housing 0000 Xxxxx Xxxxx
1.138 2b Westlake Property MLML Manufactured Housing 0000 XX 00xx Xxxxxx
1.139 2b Mesquite Xxxxxxx Property MLML Manufactured Housing 00000 Xxxxxxx Xxxx
1.14 2b Cedar Terrace Property MLML Manufactured Housing 0000 Xxxxxxxx Xxxxx XX
1.141 2b Xxxxxxx Manor Property MLML Manufactured Housing 102 Xxxxxxx Manor
1.142 2b Country Club Manor Property MLML Manufactured Housing 0000 Xxxxx Xxxxx
0.000 0x Xxxxxxxx Xxxxxxx Property MLML Manufactured Housing 00 Xxxx Xxxxxx Xxxxx
0.000 0x Xxxxxxxxx Property MLML Manufactured Housing 0000 Xxxxxxxx Xxxx
1.145 2b Aledo Property MLML Manufactured Housing 000 Xxxx Xxxxx Xxxxxx
1.146 2b President's Park Property MLML Manufactured Housing 000 Xxxxxxxx Xxxxxx
1.147 2b Woodlake Property MLML Manufactured Housing 0000 Xxxxxxx Xxxx Xxxx
1.148 2b Silver Leaf Property MLML Manufactured Housing 0000 Xxxxx Xxxx Xxxxxx
1.149 2b Dynamic II Property MLML Manufactured Housing 0000 Xxxx Xxxxxxxxxxx Xxxx
1.15 0x Xxxxxxxx Xxxxxx Property MLML Manufactured Housing 0000 000xx Xxxxxx
1.151 2b Twin Oaks Property MLML Manufactured Housing 0000 Xxxx XxxXxxxxx Xxxx
1.152 2b Washingtonville Manor Property MLML Manufactured Housing 0 Xxxx Xxxxxx
0.000 0x Xxxxxxxxx Xxxxxxx -PA Property MLML Manufactured Housing 000 Xxxxxxx Xxxxx
1.154 2b Westview Property MLML Manufactured Housing 0000 Xxxx Xxxxxx Xxxx
1.155 2b Sunset Country Property MLML Manufactured Housing 0000 Xxx Xxxxx Xxxxxxx Xxxx
1.156 2b Westmoor Property MLML Manufactured Housing 0000 Xxxxx Xxxxxxx Xxxx
1.157 2b The Towneship at Xxxxxxx Property MLML Manufactured Housing 0000 Xxxxx Xxxxxxx
0.000 0x Xxxxx Xxxxx Property MLML Manufactured Housing 00000 XX Xxxxxxx 000
1.159 2b Mesquite Ridge Property MLML Manufactured Housing 00000 Xxxxxxx Xxxx
1.16 2b Oak Park Village (TX) Property MLML Manufactured Housing 000 Xxxx Xxxx
0.000 0x Xxxxxxxxxx Xxxxxxx Property MLML Manufactured Housing 0000 Xxxxxxxx Xxx
1.162 2b Xxxxxxxxx Property MLML Manufactured Housing 0000 Xxxxx 0xx Xxxxxx
1.163 2b Shady Hills Property MLML Manufactured Housing 0000 Xxxxxxxxx Xxxx
1.164 2b Cimmaron Village Property MLML Manufactured Housing 000 Xxxx Xxxxxxx Xxxx
1.165 2b Birchwood Farms Property MLML Manufactured Housing 0000 Xxxxxxxxx Xxxxx
1.166 2b Xxxxxxx Crossing Property MLML Manufactured Housing 0000 Xxxx Xxxxx Xxxxxx
1.167 2b Pleasant Grove (CO) Property MLML Manufactured Housing 000 Xxxx Xxxxxx Xxxx
1.168 2b Willow Creek Estates Property MLML Manufactured Housing 000 Xxxxxxx Xxxxx
1.169 2b Xxxxxxxx Terrace Property MLML Manufactured Housing 00 Xxxxxxx Xxxxxx
1.17 2b Hampton Acres Property MLML Manufactured Housing 0000 Xxxxx Xxxxxxx Xxxx
1.171 2b Meridian Sooner Property MLML Manufactured Housing 0000 XX 00xx Xxxxxx
1.172 2b Mesquite Green Property MLML Manufactured Housing 000 Xxxxx Xxxx Xxxx Xxxx
0.000 0x Xx Xxxx Property MLML Manufactured Housing 0000 Xxxxxx Xxxxxx
1.174 2b Moosic Heights Property MLML Manufactured Housing 000 0xx Xxxxxx
1.175 2b Golden Rule Property MLML Manufactured Housing 0000 Xxxxx XxxXxxxxx Xxxxxxxxx
1.176 2b Amber Village Property MLML Manufactured Housing 00000 Xxxxxxxx Xxxx
1.177 2b Riverchase Property MLML Manufactured Housing 0000 Xxxxxx Xxxxx Xxxxxxxxx
1.178 2b Hidden Hills Property MLML Manufactured Housing One Sequoia Drive
1.179 2b The Woodlands Property MLML Manufactured Housing 4480 S. Meridian
1.18 2b Blue Valley Property MLML Manufactured Housing 000 Xxxxx Xxxx
1.181 2b Autumn Forest Property MLML Manufactured Housing 0000 Xxxx Xxxxxxxx Xxxxx
1.182 2b Valley View - Ephrata Property MLML Manufactured Housing 00 Xxxxxx Xxxxx
1.183 2b Cowboy Property MLML Manufactured Housing 000 Xxxxxx Xxxx
0.000 0x Xxxxxxxx - XX Property MLML Manufactured Housing 0000 Xxxxxxxx Xxx
1.185 2b Sunnyside Property MLML Manufactured Housing 0000 Xxxx Xxxxx Xxxx
1.186 2b Trailmont Property MLML Manufactured Housing 0000 Xxxxxxxxx Xxxx
1.187 2b Timberland Property MLML Manufactured Housing 00000 XX 00xx Xxxxxx
1.188 2b Xxxxxx Falls Property MLML Manufactured Housing 0000 Xxxxxxx Xxxx
1.189 2b Terrace Property MLML Manufactured Housing 000 Xxxxx Xxxxxx
0.00 0x Xxxxxxxx - XX Property MLML Manufactured Housing 00000 000xx Xxxxxx
1.191 2b Siesta Manor Property MLML Manufactured Housing 35 San Aymores Court
1.192 2b Sunrise Terrace Property MLML Manufactured Housing 0000 X. 00xx Xxxxxx North
1.193 2b Riverside (KS) Property MLML Manufactured Housing 000 Xxxxx Xxxxxx
0.000 0x Xxxxxxxx Xxxxx Property MLML Manufactured Housing 000 Xxxx 00xx Xxxxxx N
1.195 2b Prairie Village Property MLML Manufactured Housing 0000 Xxxx Xxxxxxxx
1.196 2b Willow Terrace Property MLML Manufactured Housing 0000 Xxxxxx Xxxxxxxxx Xxxx
1.197 2b Countryside (KS) Property MLML Manufactured Housing 0000 Xxxxxxxxxxx Xxxx
1.198 2b Highview Property MLML Manufactured Housing 0000 Xxxxx Xxxxxxx Xxxxxxx
1.199 2b Green Valley Village Property MLML Manufactured Housing 0000 Xxxxxxxxx Xxxx
1.2 2b Crestview - OK Property MLML Manufactured Housing 0000 Xxxx 0xx Xxxxxx
1.201 2b Shady Lane Property MLML Manufactured Housing 0000 Xxxxxxx 0
1.202 2b Western Park Property MLML Manufactured Housing 0000 Xxxx 0xx Xxxxxx
1.203 2b Xxxxxxxxxx Village Property MLML Manufactured Housing 0000 Xxxx Xxxx Xxxxx Xxxx
1.204 2b Xxxxxxxxxx Village Property MLML Manufactured Housing 0000 Xxxxxxx Xxxx
1.205 2b The Pines Property MLML Manufactured Housing 0000 Xxx 00
1.206 2b Jonesboro (Atlanta Xxxxxxx) Property MLML Manufactured Housing 000 Xxxxx Xxxxxxxxx Xxxx
1.207 2b Park Plaza Property MLML Manufactured Housing 0000 Xxxxxxxx Xxxxxx
1.208 2b Belaire Property MLML Manufactured Housing 0000 Xxxxxxxxxxx Xxxxxx
1.209 2b Pine Hills Property MLML Manufactured Housing 101 North Michigan
1.21 2b Commerce Heights Property MLML Manufactured Housing 0000 Xxxxxxxx Xxxxxxxxx
1.211 2b Oak Xxxx Property MLML Manufactured Housing 0000 Xxxxx Xxxxxxxxx Xxxx
0.000 0x Xxxxxxxxx Xxxxxxx Property MLML Manufactured Housing 000 Xxxxxx Xxxxxx
1.213 2b Xxxxxxxx @ Creekside Property MLML Manufactured Housing 0000 Xxxxxxx 000X
1.214 2b Xxxxxx Xxxxx Property MLML Manufactured Housing 0000 Xxxxxx Xxxxxx
1.215 2b Brittany Place Property MLML Manufactured Housing 0000 Xxxxxxxxx Xxxxx Xxxx
1.216 2b Shady Creek Property MLML Manufactured Housing 00000 Xxxxxxx Xxxx
1.217 2b Xxxxxx Xxxx Property MLML Manufactured Housing 0000 Xxxxxx Xxxx Xxxx
1.218 2b Willow Springs Property MLML Manufactured Housing 0000 Xxx Xxxx Xxxxxx
1.219 2b Seamist Property MLML Manufactured Housing 000 X Xxxxxxxxx Xxxx
0.00 0x Xxxxxxxx Xxxx Xxxxxxx Property MLML Manufactured Housing 0000 Xxxx Xxxxxxx Xxxx
1.221 2b Navajo Lake Estates Property MLML Manufactured Housing 000 Xxxx 00xx Xxxxxx Xxxxx
1.222 2b Xxxxxx View MHC Property MLML Manufactured Housing 0000 Xxxx Xxxxxxxx Xxxxx
1.223 2b Carsons Property MLML Manufactured Housing 000 Xxxxx Xxxxxxxx Xxxxxx
1.224 2b Rose Country Estates Property MLML Manufactured Housing 0000 XXX Xxxx 323
1.225 2b Redwood Village Property MLML Manufactured Housing 0000 Xxxx 0000 Xxxxx
1.226 2b Birch Xxxxxxx Property MLML Manufactured Housing 000 Xxxxx Xxxx
1.227 2b Terrace II Property MLML Manufactured Housing 000 Xxxxx Xxxxxx Xxxxx
1.228 2b Englewood Village Property MLML Manufactured Housing 0000 XxXxxx Xxxxxx
1.229 2b Eastern Villa Property MLML Manufactured Housing 000 Xxxxx Xxxxx
1.23 2b El Xxxxxxxx Property MLML Manufactured Housing 4960 South Seneca
1.231 2b Chambersburg I & II Property MLML Manufactured Housing 0000 Xxxxxxxxxxxx Xxxxxx
1.232 2b Wheel Estates Property MLML Manufactured Housing 0000 Xxxxx Xxxxxx Xxxxxxx Xxxxx
1.233 2b Oakwood Lake Village Property MLML Manufactured Housing 00 Xxxxxxx Xxxx
1.234 2b Valley View - Ephrata II Property MLML Manufactured Housing 00 Xxxxxx Xxxx
0.000 0x Xxx Xxxxx Property MLML Manufactured Housing 0000 Xxxx Xxxxxx Xxxxxx
1.236 2b Cedar Creek, KS Property MLML Manufactured Housing 000 Xxxxx Xxxxx
1.237 2b Oakridge / Stonegate Property MLML Manufactured Housing 000 Xxxxxxxx
1.238 2b Xxxxx Manor MHC Property MLML Manufactured Housing 00 Xxxxx Xxxxxx
1.239 2b Hidden Oaks Property MLML Manufactured Housing 0000 Xxxx Xxx Xxxx
1.24 2b Plainview Property MLML Manufactured Housing 0000 Xxxxxx Xxxxx
1.241 2b Rockview Heights Property MLML Manufactured Housing 000 Xxxxxxxx Xxxx
1.242 2b West Cloud Commons Property MLML Manufactured Housing 0000 Xxxx Xxxxx Xxxxxx
1.243 2b Xxxxxxx Estates Property MLML Manufactured Housing 0000 Xxxxxxxxxx Xxxx
1.244 2b Sunset Village Property MLML Manufactured Housing 0000 Xxx Xxxxxxx Xxxx Xxxx
1.245 2b Countryside (OK) Property MLML Manufactured Housing 1824 South Xxxxxxx
1.246 2b Chelsea Property MLML Manufactured Housing 000 Xxxxx Xxxxxx Xxxxxx
1.247 2b Xxxxxxx Courts Property MLML Manufactured Housing 0 Xxxxx Xxxxxx
1.248 2b El Lago II Property MLML Manufactured Housing 0000 Xxxxxx Xxxxxx
1.249 2b Xxxx Acres Property MLML Manufactured Housing 000 Xxxx 00xx Xxxxxx Xxxxx
1.25 2b Shadow Mountain Property MLML Manufactured Housing 1601 EFM 1417
1.251 2b Pine Haven MHP Property MLML Manufactured Housing 000 Xxxx Xxxxx Xxxxxx
1.252 2b Collingwood MHP Property MLML Manufactured Housing 000 Xxxxxxxx Xxxx
1.253 2b Mountaintop Property MLML Manufactured Housing 00 Xxxxxxxxxxx Xxxx
1.254 2b Whispering Hills Property MLML Manufactured Housing 000 Xxxx 0xx Xxxxxx
1.255 2b Mulberry Heights Property MLML Manufactured Housing 0000 Xxxxxxxxx Xxxxxx
1.256 2b Zoppe's Property MLML Manufactured Housing 0000 Xxxxxxx 000X
1.257 2b Shawnee Hills Property MLML Manufactured Housing 0000 XX 00xx Xxxxxx
0.000 0x Xxxxxxxx Xxxxx (NC) Property MLML Manufactured Housing 0000 Xxxxxxx-Xxxxxxxx Xxxx
1.259 2b Park Avenue Estates Property MLML Manufactured Housing 0000 Xxxx Xxx Xxxxxx
1.26 2b Monroe Valley Property MLML Manufactured Housing 00 Xxx Xxxxx Xxxx
0.000 0x Xx Xxxxxx Property MLML Manufactured Housing 0000 Xxxxxx Xxxxxxx
1.262 2b Crestview - PA Property MLML Manufactured Housing Xxxxxxx Xxxxxx Xxxx & Xxxxx 000
1.263 2b Sherwood Acres Property MLML Manufactured Housing 0000 Xxxx 00xx Xxxxxx Xxxxx
1.264 2b Xxxx Ranch Property MLML Manufactured Housing 0000 Xxxxxxxxxxxx Xxxx
1.265 2b Glenview Property MLML Manufactured Housing 0000 Xxxxx Xxxxxxx Xxxxxxxxx
1.266 2b Xxxxx Hollow Property MLML Manufactured Housing 000 Xxxxx Xxxxxxx Xxxxx
1.267 2b Audora Property MLML Manufactured Housing 0000 Xxxxx Xxxxxx
1.268 2b Green Acres Property MLML Manufactured Housing 0000 Xxxxxxxx Xxxxx Xxxx
1.269 2b Sunset 77 Property MLML Manufactured Housing 000 Xxxxx XX Xxxxxxx 00
1.27 2b Hidden Acres Property MLML Manufactured Housing 0000 Xxxxxxxxxx Xxxx
1.271 2b Park X'Xxxxxxx Property MLML Manufactured Housing 000 Xxxxx 0
1.272 2b Sleepy Hollow Property MLML Manufactured Housing 1909 South Xxxx
1.273 2b Sycamore Square Property MLML Manufactured Housing 0000 Xxxx 00xx Xxxxxx South
4 1 Fort Office Portfolio Loan MLML Office Various
4.01 1 Foothills Corporate Center II Property XXXX Xxxxxx 00000 & 00000 Xxxxx 00xx Xxxxxx
4.02 1 Northbelt III & IV Property MLML Office 600 and 000 Xxxxx Xxx Xxxxxxx
Xxxxxxx
4.03 1 ConAgra Building Property MLML Office 7350 World Communications Drive
25 1 Encore Retail Portfolio Loan MLML Retail Various
25.01 1 Washington Property MLML Retail 000 Xxxxxxxxxx Xxxxx Xxxx
25.02 1 Darlington Property MLML Retail 000 Xxxxx Xxxxxxx
56 1 Susquehanna Patriot Bank Loan MLML Retail 000 Xxxx Xxxxxxxxx Xxxxxx
61 1 Xxxxxx Road Retail Loan MLML Retail 821-901 Xxxxxx Road
65 1 Rite-Aid Xxxxxx & Beckley Loan MLML Retail Various
65.01 1 Rite-Aid Beckley Property MLML Retail 0000 Xxxxxx X. Xxxx Xxxxx
65.02 1 Rite-Aid Corbin Property MLML Retail 0000 Xxxxxxxxxx Xxxxx Xxxxxxx
CUT-OFF DATE ORIGINAL MONTHLY P&I DEBT
LOAN # CITY COUNTY STATE ZIP CODE BALANCE ($) BALANCE ($) SERVICE ($)
-------------------------------------------------------------------------------------------------------------
1 Various Various Various Various 150,000,000 150,000,000 813,569.79
1.001 Jacksonville Xxxxx XX 00000 3,878,011 3,878,011
1.002 Xxxxxxx Xxxxxx XX 00000 2,780,259 2,780,259
1.003 Jacksonville Xxxxx XX 00000 2,595,519 2,595,519
1.004 Davie Xxxxxxx XX 00000 2,291,691 2,291,691
1.005 Kissimmee Xxxxxxx XX 00000 2,195,504 2,195,504
1.006 Xxxxxxxxx Xxxxxxx XX 00000 2,129,852 2,129,852
1.007 Xxxxx Xxxx Xxxx Xxxxx XX 00000 2,044,353 2,044,353
1.008 Xxxxxxxxx Xxxxx XX 00000 1,877,171 1,877,171
1.009 Xxxx Xxxxxxx Xxxxxxx XX 00000 1,845,109 1,845,109
1.01 Xxxxxxxx Xxxx XX 00000 1,741,288 1,741,288
1.011 Xxxxxx Xxxxxx XX 00000 1,664,949 1,664,949
1.012 Xxxx Xxxx Xxxx Xxxx Xxxx XX 00000 1,596,244 1,596,244
1.013 Acworth Xxxxxxxx XX 00000 1,570,289 1,570,289
1.014 Xxxxxx Xxxxxxx XX 00000 1,535,173 1,535,173
1.015 Aurora Xxxxxxxx XX 00000 1,478,682 1,478,682
1.016 Xxxxxxxx Xxxxxxx XX 00000 1,408,451 1,408,451
1.017 Xxxxx Xxxx Xxxx XX 00000 1,299,286 1,299,286
1.018 Xxxxx Xxxxxxxx Xxxxxxxx XX 00000 1,221,421 1,221,421
1.019 Xxxxxxxxx Xxxxxxxx XX 00000 1,191,649 1,191,649
1.02 Xxxxxxxxxx Xxxxxx XX 00000 1,183,251 1,183,251
1.021 Xxxx Xxxxxx Xxxx Xxxx Xxxx XX 00000 1,176,381 1,176,381
1.022 Xxxxxxxxx Xxxxxxx XX 00000 1,165,693 1,165,693
1.023 Raleigh Xxxx XX 00000 1,114,546 1,114,546
1.024 Xxxxxxxxxxxx Xxxxxxxx XX 00000 1,110,729 1,110,729
1.025 Xxxxxxxxxxx Xxxxxxxx XX 00000 1,105,386 1,105,386
1.026 Xxxxx Xxxxxxxxxx Xxxxxxxxxx XX 00000 1,080,194 1,080,194
1.027 Xxxxxxxx Xxxxx XX 00000 1,067,407 1,067,407
1.028 Golden Xxxxxxxxx XX 00000 1,007,672 1,007,672
1.029 Xxxxxxxx Xxxx XX 00000 1,000,038 1,000,038
1.03 Raleigh Xxxx XX 00000 983,244 983,244
1.031 West Jordan Xxxx Xxxx XX 00000 962,632 962,632
1.032 Xxxxxxx Xxxx XX 00000 949,655 949,655
1.033 Xxxxx Xxxxxxx XX 00000 947,364 947,364
1.034 Xxxxxx Xxxx XX 00000 933,623 933,623
1.035 Xxxxxx Xxxxxx XX 00000 907,668 907,668
1.036 Xxxxx Xxxxx Xxxxx Xxxxx XX 00000 899,271 899,271
1.037 Xxx Xxxxxx Xxxx Xxx XX 00000 894,691 894,691
1.038 Xxxxxxxx Xxxx XX 00000 894,691 894,691
1.039 Xxxxxx Xxxxx XX 00000 892,400 892,400
1.04 Xxxxxxxxxx Xxxxxxxx XX 00000 874,843 874,843
1.041 Goshen Xxxxxxx XX 00000 874,079 874,079
1.042 Xxxxxxxxxxx Xxxxxxx XX 00000 870,262 870,262
1.043 Xxxxxx Xxxxxxx Xxxxxx XX 00000 868,735 868,735
1.044 Sioux City Xxxxxxxx XX 00000 864,155 864,155
1.045 Jacksonville Xxxxx XX 00000 848,124 848,124
1.046 Xxxx Xxxxxx Xxxx Xxxx Xxxx XX 00000 847,361 847,361
1.047 Xxxxxxxx Xxxxxxx XX 00000 827,513 827,513
1.048 Xxxxxx Xxxxxx XX 00000 822,169 822,169
0.000 Xxxxxx Xxxx Xxxxxx XX 00000 810,718 810,718
1.05 Xxxxxxxxxxxx Xxxxxxx XX 00000 809,191 809,191
1.051 Xxxxxxxxx Xxxxx XX 00000 793,923 793,923
1.052 Xxxxxxxxxxxxx Xxxxxxxx XX 00000 786,290 786,290
1.053 Xxxxxxxxxx Xxxxxxxx XX 00000 786,290 786,290
1.054 Xxxxxx Xxxx XX 00000 782,473 782,473
1.055 Xxxxxxx Xxxxx XX 00000 782,473 782,473
1.056 Xxxxxxxxx Xxxxx XX 00000 774,839 774,839
0.000 Xxxxxxxx Xxxx Xxxxx XX 00000 762,625 762,625
1.058 Xxxx Xxxxx Xxxxxxx XX 00000 759,571 759,571
1.059 Xxxxxxx Xxxx XX 00000 750,029 750,029
1.06 Xxxx Xxxxx Xxxx XX 00000 734,379 734,379
1.061 Xxxxxxxx Xxxx Xxxxxxxxx XX 00000 732,852 732,852
0.000 Xxxxxxx Xxxx XX 00000 732,852 732,852
1.063 Magna Xxxx Xxxx XX 00000 732,089 732,089
1.064 Nanuet Xxxxxxxx XX 00000 731,326 731,326
1.065 Xxxxxxxxx Xxxxxxx XX 00000 728,272 728,272
1.066 Xxxxxxx Xxxxx Xxxxxxx XX 00000 728,272 728,272
1.067 Xxxxxxxxxx Xxxxx XX 00000 725,219 725,219
1.068 Raleigh Xxxx XX 00000 719,111 719,111
1.069 Goshen Xxxxxxx XX 00000 718,348 718,348
1.07 Arvada Xxxxxxxxx XX 00000 716,821 716,821
1.071 Xxxxxxxxxx Xxxxxx XX 00000 716,058 716,058
1.072 Elkhart Xxxxxxx XX 00000 714,531 714,531
1.073 Xxxxx Xxxxx XX 00000 709,951 709,951
1.074 Kansas City Xxxxxxxxx XX 00000 708,424 708,424
0.000 Xxxxx Xxxxx Xxxx Xxxxxx XX 00000 706,897 706,897
1.076 West Jordan Xxxx Xxxx XX 00000 696,973 696,973
1.077 Xxxxxxxxxx Xxxxxx XX 00000 683,232 683,232
1.078 Xxxxxxxx Xxxxx Xxxx XX 00000 679,415 679,415
1.079 Xxxxxxxxxxxx Xxxxxxx XX 00000 679,415 679,415
1.08 Xxxxxx Xxxxxxxxxx XX 00000 677,888 677,888
1.081 Xxxxxxxxx Xxxxxxx XX 00000 666,438 666,438
1.082 Los Alamos Xxx Xxxxxx XX 00000 661,857 661,857
1.083 Elkhart Xxxxxxx XX 00000 661,857 661,857
1.084 Xxxxxxxxxxxx Xxxxxxx XX 00000 658,040 658,040
1.085 Xxxxx Xxxxxx XX 00000 648,880 648,880
1.086 Elkhart Xxxxxxx XX 00000 641,246 641,246
1.087 Xxx Xxxxxx Xxxx Xxx XX 00000 634,375 634,375
1.088 Xxxxxxx Xxxxxxx XX 00000 633,612 633,612
0.000 Xxx Xxxxxx Xxxx XX 00000 629,032 629,032
1.09 Topeka Xxxxxxx XX 00000 617,581 617,581
1.091 Xxxxxxxxxx Xxxxxx XX 00000 616,817 616,817
1.092 Xxxxxxxx Xxxxxxxx XX 00000 616,817 616,817
1.093 Xxxxx Xxxxx XX 00000 604,603 604,603
1.094 Xxxxxxxxx Xxxxx XX 00000 597,351 597,351
1.095 Xxxxxxx Xxxxxxx XX 00000 596,588 596,588
1.096 Xxxx Xxxxx Xxxx Xxxxxx XX 00000 592,389 592,389
1.097 Xxxxxxxxxx Xxxxxx XX 00000 587,809 587,809
1.098 Hutchins Xxxxxx XX 00000 579,411 579,411
1.099 Arvada Xxxxxxxxx XX 00000 577,885 577,885
1.1 Xxxx Xxxxxx Xxxxxx XX 00000 577,121 577,121
1.101 Xxxxxxx Xxxx XX 00000 567,961 567,961
1.102 Xxxxxxxxx Xxxxx XX 00000 558,418 558,418
1.103 Xxxxxxx Xxxxx Xxxxxxx XX 00000 548,113 548,113
1.104 Xxxxxx Xxxx Xxxx XX 00000 543,532 543,532
0.000 Xxx Xxxxxx Xxxx XX 00000 538,952 538,952
1.106 Xxxxxx Xxxxxx XX 00000 538,952 538,952
0.000 Xxxxx Xxxxxxx XX 00000 534,944 534,944
1.108 Xxxxxx Xxxxxxx Xxxxxx XX 00000 530,555 530,555
1.109 Coppell Xxxxxx XX 00000 527,501 527,501
1.11 Topeka Xxxxxxx XX 00000 526,738 526,738
1.111 Pueblo Xxxxxx XX 00000 522,157 522,157
1.112 Sioux City Xxxxxxxx XX 00000 521,394 521,394
1.113 Xxxx Xxxxxx Xxxx Xxxx Xxxx XX 00000 520,631 520,631
1.114 Xxxxxxxxxxx Xxxxxxx XX 00000 517,577 517,577
1.115 Xxxxxxxxx Xxxxx XX 00000 515,287 515,287
1.116 Honey Brook Xxxxxxx XX 00000 512,997 512,997
1.117 Xxxxxxxxxx Xxxxxxxx XX 00000 506,890 506,890
1.118 Xxxxxxxx Xxxxx XX 00000 500,973 500,973
1.119 Xxxxxx Xxxxx XX 00000 499,256 499,256
1.12 Xxxxxxx Xxxxxx XX 00000 491,622 491,622
1.121 Xx Xxxx Xx Xxxx XX 00000 490,858 490,858
1.122 Xxxxxxxx Xxxxxxx XX 00000 488,568 488,568
1.123 Xxxxxx Xxxxxxx XX 00000 485,515 485,515
1.124 Xxxxx Xxxxx XX 00000 481,698 481,698
1.125 Xxxxxx Xxxxxx XX 00000 477,881 477,881
1.126 Jacksonville Xxxxx XX 00000 476,354 476,354
0.000 Xxxxxx Xxxxx Xxxx XX 00000 471,774 471,774
1.128 Pueblo Xxxxxx XX 00000 471,010 471,010
1.129 Xxxxxxxxxx Xxxxxx XX 00000 459,560 459,560
1.13 Xxxxx Xxxxxxx XX 00000 458,796 458,796
1.131 O'Fallon Xxxxx Xxxxx XX 00000 454,216 454,216
1.132 DeSoto Xxxxxx XX 00000 453,452 453,452
1.133 Cheyenne Xxxxxxx XX 00000 451,926 451,926
1.134 Xxxxxxx Xxxxxx XX 00000 448,872 448,872
1.135 Xxxxxxxxxx Xxxxxxxxxx XX 00000 445,819 445,819
1.136 Somerset Xxxxxxxx XX 00000 440,475 440,475
1.137 Xxxxx City Xxxxxxxx XX 00000 435,894 435,894
1.138 Xxxxxxxx Xxxx Xxxxxxxx XX 00000 433,604 433,604
1.139 Xxxxxx Xxxxxx XX 00000 433,604 433,604
1.14 Xxxxx Xxxxxx Xxxx XX 00000 430,551 430,551
1.141 Schuylkill Haven Xxxxxxxxxx XX 00000 427,497 427,497
1.142 Imperial Xxxxxxxxx XX 00000 421,390 421,390
1.143 Xxxxxxxxxx Xxxxxxxxxxxx XX 00000 417,573 417,573
1.144 Wendell Xxxx XX 00000 411,466 411,466
1.145 Aledo Xxxxxx XX 00000 410,703 410,703
1.146 Xxxxx Xxxxx Xxxxx Xxxxx XX 00000 396,962 396,962
1.147 Xxxxxxxxxx Xxxxxxxx XX 00000 396,198 396,198
1.148 Xxxxxxxxx Xxxxxxx XX 00000 396,198 396,198
0.000 XxXxxx Xxxxxx XX 00000 394,672 394,672
1.15 Jacksonville Xxxxx XX 00000 390,091 390,091
1.151 Wichita Xxxxxxxx XX 00000 387,801 387,801
1.152 Xxxxxxxxxxxxxxx Xxxxxx XX 00000 385,511 385,511
1.153 Berwick Xxxxxxxx XX 00000 381,694 381,694
1.154 Gillette Xxxxxxxx XX 00000 378,640 378,640
1.155 Xxxxxx Xxxxxx XX 00000 374,823 374,823
1.156 Xxxxxxxx Xxxx Xxxxxxxx XX 00000 372,533 372,533
1.157 Wichita Xxxxxxxx XX 00000 370,243 370,243
1.158 Xxxxx Xxxxx XX 00000 361,082 361,082
1.159 Xxxxxx Xxxxxx XX 00000 360,319 360,319
1.16 Coppell Xxxxxx XX 00000 359,556 359,556
1.161 Xxxxxxxxxxxx Xxxxxxx XX 00000 358,792 358,792
1.162 Laramie Xxxxxx XX 00000 355,739 355,739
1.163 Xxxxxxxxx Xxxxxxxx XX 00000 351,158 351,158
1.164 Cheyenne Xxxxxxx XX 00000 350,395 350,395
0.000 Xxxxx Xxx Xxxxxxx XX 00000 348,105 348,105
1.166 Xxxxxxx Xxxxxxx XX 00000 345,815 345,815
1.167 Xxxx Xxxxxxx Xxxxxxx XX 00000 341,998 341,998
1.168 Xxxxx Xxxxx XX 00000 341,998 341,998
1.169 Xxxxxxxx Xxxxxx XX 00000 338,944 338,944
1.17 DeSoto Xxxxxx XX 00000 335,891 335,891
1.171 Xxxxxxxx Xxxx Xxxxxxxx XX 00000 331,310 331,310
1.172 Xxxxxx Xxxxxx XX 00000 328,257 328,257
1.173 Xxxx Xxxxx Xxxxxxx XX 00000 327,493 327,493
1.174 Xxxxx Xxxxxxx XX 00000 310,699 310,699
1.175 Xxxxxxxx Xxxx Xxxxxxxx XX 00000 309,935 309,935
1.176 Xxxxxx Xxxxxx XX 00000 307,264 307,264
1.177 Xxxxxxxxx Xxxxx XX 00000 304,592 304,592
1.178 Casper Xxxxxxx XX 00000 300,011 300,011
1.179 Wichita Xxxxxxxx XX 00000 299,248 299,248
1.18 Xxxxxxxxx Xxxxx XX 00000 296,958 296,958
1.181 Browns Summit Xxxxxxxx XX 00000 292,378 292,378
1.182 Ephrata Xxxxxxxxx XX 00000 291,614 291,614
1.183 Pocatello Xxxxxxx XX 00000 290,851 290,851
1.184 Lithia Springs Xxxxxxx XX 00000 282,454 282,454
1.185 Xxxxxxxxxx Xxxxxxxxxx XX 00000 274,820 274,820
1.186 Xxxxxxxxxxxxxx Xxxxxxxx XX 00000 271,766 271,766
1.187 Choctaw Xxxxxxxx XX 00000 270,239 270,239
1.188 Xxxxxx Xxxxxx XX 00000 269,476 269,476
1.189 Casper Xxxxxxx XX 00000 267,186 267,186
1.19 Xxxxxxxxx Xxxxx XX 00000 267,186 267,186
1.191 Xxxxxx Xxxxxxxxx XX 00000 265,277 265,277
1.192 Xxxxxx Xxxxxx XX 00000 264,132 264,132
1.193 Xxxxxxxx Xxxxxxx XX 00000 261,842 261,842
0.000 Xxxx Xxxx Xxxxxxxx XX 00000 258,025 258,025
1.195 Salina Xxxxxx XX 00000 257,262 257,262
1.196 Xxxx Xxxxx Xxxxxxx XX 00000 256,212 256,212
1.197 Xxxx Xxxxx XX 00000 255,735 255,735
1.198 Gillette Xxxxxxxx XX 00000 254,972 254,972
1.199 Casper Xxxxxxx XX 00000 254,972 254,972
1.2 Xxxxxxxxxx Xxxxx XX 00000 245,811 245,811
1.201 Xxxxxxxx Xxxx Xxxxx XX 00000 238,940 238,940
1.202 Xxxxxxxxxxxx Xxxxxxxxxx XX 00000 235,887 235,887
0.000 Xxxxx Xxxxxxx Xxxxxxxxx XX 00000 234,360 234,360
1.204 Xxxxxxxx Xxxx Xxxxxxxx XX 00000 232,833 232,833
1.205 Xxxxxx Xxxxxxxxxx XX 00000 232,833 232,833
1.206 Xxxxxxxxx Xxxxxxx XX 00000 229,016 229,016
1.207 Gillette Xxxxxxxx XX 00000 227,490 227,490
1.208 Pocatello Xxxxxxx XX 00000 226,726 226,726
1.209 Xxxxxxxx Xxxxxxx XX 00000 222,909 222,909
1.21 Xxxxxxxx Xxxx Xxxxx XX 00000 220,619 220,619
1.211 Xxxxxxxxxxxx Xxxxxxxxxx XX 00000 219,092 219,092
1.212 Xxxxxxxxxx Xxxxxx XX 00000 213,749 213,749
1.213 Xxxxxxxxxx Xxxxxx XX 00000 211,458 211,458
1.214 Xxxxxxxx Xxxxxxx XX 00000 208,405 208,405
1.215 Topeka Xxxxxxx XX 00000 196,191 196,191
1.216 Xxxxxx Xxxxxx XX 00000 193,137 193,137
1.217 Jacksonville Xxxxx XX 00000 191,610 191,610
1.218 Xxxx Xxxxx Xxxxxxx XX 00000 187,221 187,221
1.219 Xxxxxx Xxxxxxx Xxxxxx XX 00000 187,030 187,030
1.22 Xxxxxxxxxx Xxxxxxxx XX 00000 180,923 180,923
1.221 Wichita Xxxxxxxx XX 00000 179,396 179,396
1.222 Xxxx Xxxxxx Xxxx Xxxx Xxxx XX 00000 178,633 178,633
1.223 Xxxxxxxxxxxx Xxxxxxxx XX 00000 175,579 175,579
1.224 Xxxxx Xxxxx XX 00000 174,052 174,052
1.225 Xxxx Xxxxxx Xxxx Xxxx Xxxx XX 00000 165,655 165,655
1.226 Saratoga Springs Xxxxxxxx XX 00000 164,892 164,892
1.227 Casper Xxxxxxx XX 00000 161,075 161,075
1.228 Cheyenne Xxxxxxx XX 00000 158,785 158,785
1.229 Xxxxxxxxxx Xxxxx XX 00000 157,258 157,258
1.23 Wichita Xxxxxxxx XX 00000 153,441 153,441
1.231 Xxxxxxxxxxxx Xxxxxxxx XX 00000 145,807 145,807
1.232 Xxxxxxx Xxxxxx XX 00000 144,280 144,280
1.233 Tunkhannock Xxxxxxx XX 00000 140,463 140,463
1.234 Ephrata Xxxxxxxxx XX 00000 140,463 140,463
1.235 Xxxxxxx Xxxxxxx XX 00000 138,937 138,937
1.236 Salina Xxxxxx XX 00000 137,410 137,410
1.237 Xxxxxxxxxx Xxxxx XX 00000 132,829 132,829
1.238 Xxxxxx Xxxxxxxxx XX 00000 132,829 132,829
1.239 Xxxx Xxxxx Xxxxxxx XX 00000 131,589 131,589
1.24 Casper Xxxxxxx XX 00000 131,303 131,303
1.241 Xxxxxx Xxxxxxxxx XX 00000 130,539 130,539
1.242 Salina Xxxxxx XX 00000 128,249 128,249
1.243 Xxxxxxxxxx Xxxxxxxx XX 00000 127,486 127,486
1.244 Gainesville Xxxxx XX 00000 126,722 126,722
1.245 Xxxxxxxxxx Xxxxx XX 00000 126,722 126,722
1.246 Xxxxx Xxxxxxxx XX 00000 126,722 126,722
1.247 Honey Brook Xxxxxxx XX 00000 126,722 126,722
1.248 Xxxx Xxxxx Xxxxxxx XX 00000 122,810 122,810
1.249 Wichita Xxxxxxxx XX 00000 122,142 122,142
1.25 Xxxxxxx Xxxxxxx XX 00000 121,379 121,379
1.251 Blossvale Xxxxxx XX 00000 120,997 120,997
1.252 Xxxxxxxxxx Xxxxxxx XX 00000 116,703 116,703
1.253 Xxxxxx Xxxxxxxxx XX 00000 114,508 114,508
0.000 Xxxx Xxxxxx Xxxx Xxxxxx XX 00000 111,455 111,455
1.255 Xxxx Xxxxx Xxxxxxx XX 00000 110,882 110,882
1.256 Xxxxxxxxxx Xxxxxx XX 00000 102,294 102,294
1.257 Topeka Xxxxxxx XX 00000 100,004 100,004
1.258 Fuquay-Varina Xxxx XX 00000 96,187 96,187
1.259 Xxxxxxxxx Xxxxxxxx XX 00000 83,209 83,209
1.26 Xxxxxxxxx Xxxxxxx XX 00000 81,683 81,683
1.261 Xxxxxxx Xxxxxxx XX 00000 74,812 74,812
1.262 Athens Xxxxxxxx XX 00000 73,285 73,285
1.263 Wichita Xxxxxxxx XX 00000 69,468 69,468
0.000 Xxxxx Xxxxxxx Xxxxxxxxx XX 00000 67,942 67,942
1.265 Xxxxxxx Xxxx Xxxxxxxx XX 00000 64,125 64,125
1.266 Xxxxxxx Xxxx Xxxxxxxx XX 00000 51,147 51,147
1.267 Wichita Xxxxxxxx XX 00000 40,460 40,460
1.268 Xxxxxxxxxxxx Xxxxxxxx XX 00000 37,406 37,406
1.269 Xxxxxxxx Xxxxxx XX 00000 36,643 36,643
1.27 Xxxxxx Xxxxxxxxx XX 00000 35,498 35,498
1.271 Gansevoort Xxxxxxxx XX 00000 35,116 35,116
1.272 Wichita Xxxxxxxx XX 00000 31,299 31,299
1.273 Wichita Xxxxxxxx XX 00000 14,504 14,504
4 Various Various Various Various 49,800,000 49,800,000 280,618.02
4.01 Xxxxxxx Xxxxxxxx XX 00000 21,300,000 21,300,000
4.02 Xxxxxxx Xxxxxx XX 00000 15,000,000 15,000,000
4.03 Xxxxx Xxxxxxx XX 00000 13,500,000 13,500,000
25 Various Various Various Various 8,740,000 8,740,000 55,242.75
25.01 Xxxxxxxxxx Xxxxxx XX 00000 4,985,000 4,985,000
25.02 Xxxxxxxxxx Xxxxxxxxxx XX 00000 3,755,000 3,755,000
56 Xxxxx Xxxxxxxx XX 00000 4,130,000 4,130,000 25,261.49
00 Xxxxxxx Xxxxxx XX 00000 3,932,117 3,960,000 25,879.58
65 Various Various Various Various 3,417,777 3,440,000 22,006.23
65.01 Xxxxxxx Xxxxxxx XX 00000 1,708,889 1,720,000
65.02 Xxxxxx Xxxxxxx XX 00000 1,708,889 1,720,000
ANNUAL P&I DEBT INTEREST PRIMARY MASTER TRUSTEE AND SUB SERVICIN ADMIN.
LOAN # SERVICE ($) RATE % SERVICING FEE SERVICING FEE PAYING AGENT FEE FEE RATE FEE %
-------------------------------------------------------------------------------------------------------------
1 9,762,837.48 6.4194 0.010 0.0022 0.0100 0.0222
1.001
1.002
1.003
1.004
1.005
1.006
1.007
1.008
1.009
1.01
1.011
1.012
1.013
1.014
1.015
1.016
1.017
1.018
1.019
1.02
1.021
1.022
1.023
1.024
1.025
1.026
1.027
1.028
1.029
1.03
1.031
1.032
1.033
1.034
1.035
1.036
1.037
1.038
1.039
1.04
1.041
1.042
1.043
1.044
1.045
1.046
1.047
1.048
1.049
1.05
1.051
1.052
1.053
1.054
1.055
1.056
1.057
1.058
1.059
1.06
1.061
1.062
1.063
1.064
1.065
1.066
1.067
1.068
1.069
1.07
1.071
1.072
1.073
1.074
1.075
1.076
1.077
1.078
1.079
1.08
1.081
1.082
1.083
1.084
1.085
1.086
1.087
1.088
1.089
1.09
1.091
1.092
1.093
1.094
1.095
1.096
1.097
1.098
1.099
1.1
1.101
1.102
1.103
1.104
1.105
1.106
1.107
1.108
1.109
1.11
1.111
1.112
1.113
1.114
1.115
1.116
1.117
1.118
1.119
1.12
1.121
1.122
1.123
1.124
1.125
1.126
1.127
1.128
1.129
1.13
1.131
1.132
1.133
1.134
1.135
1.136
1.137
1.138
1.139
1.14
1.141
1.142
1.143
1.144
1.145
1.146
1.147
1.148
1.149
1.15
1.151
1.152
1.153
1.154
1.155
1.156
1.157
1.158
1.159
1.16
1.161
1.162
1.163
1.164
1.165
1.166
1.167
1.168
1.169
1.17
1.171
1.172
1.173
1.174
1.175
1.176
1.177
1.178
1.179
1.18
1.181
1.182
1.183
1.184
1.185
1.186
1.187
1.188
1.189
1.19
1.191
1.192
1.193
1.194
1.195
1.196
1.197
1.198
1.199
1.2
1.201
1.202
1.203
1.204
1.205
1.206
1.207
1.208
1.209
1.21
1.211
1.212
1.213
1.214
1.215
1.216
1.217
1.218
1.219
1.22
1.221
1.222
1.223
1.224
1.225
1.226
1.227
1.228
1.229
1.23
1.231
1.232
1.233
1.234
1.235
1.236
1.237
1.238
1.239
1.24
1.241
1.242
1.243
1.244
1.245
1.246
1.247
1.248
1.249
1.25
1.251
1.252
1.253
1.254
1.255
1.256
1.257
1.258
1.259
1.26
1.261
1.262
1.263
1.264
1.265
1.266
1.267
1.268
1.269
1.27
1.271
1.272
1.273
4 3,367,416.24 5.9000 0.010 0.0022 0.0100 0.0222
4.01
4.02
4.03
25 662,913.00 6.5000 0.010 0.010 0.0022 0.0222
25.01
25.02
56 303,137.88 6.6090 0.010 0.010 0.0022 0.0222
61 310,554.96 6.8240 0.010 0.0022 0.1000 0.1122
65 264,074.76 6.6160 0.010 0.010 0.0022 0.0222
65.01
65.02
NET MONTHLY
MORTGAGE PAYMENT MATURITY/ AMORT
LOAN # RATE % ACCRUAL TYPE TERM DATE REM. TERM ARD DATE TERM REM. AMORT
----------------------------------------------------------------------------------------------
1 6.39720 Actual/360 60 1 50 8/1/2012 0 0
1.001
1.002
1.003
1.004
1.005
1.006
1.007
1.008
1.009
1.01
1.011
1.012
1.013
1.014
1.015
1.016
1.017
1.018
1.019
1.02
1.021
1.022
1.023
1.024
1.025
1.026
1.027
1.028
1.029
1.03
1.031
1.032
1.033
1.034
1.035
1.036
1.037
1.038
1.039
1.04
1.041
1.042
1.043
1.044
1.045
1.046
1.047
1.048
1.049
1.05
1.051
1.052
1.053
1.054
1.055
1.056
1.057
1.058
1.059
1.06
1.061
1.062
1.063
1.064
1.065
1.066
1.067
1.068
1.069
1.07
1.071
1.072
1.073
1.074
1.075
1.076
1.077
1.078
1.079
1.08
1.081
1.082
1.083
1.084
1.085
1.086
1.087
1.088
1.089
1.09
1.091
1.092
1.093
1.094
1.095
1.096
1.097
1.098
1.099
1.1
1.101
1.102
1.103
1.104
1.105
1.106
1.107
1.108
1.109
1.11
1.111
1.112
1.113
1.114
1.115
1.116
1.117
1.118
1.119
1.12
1.121
1.122
1.123
1.124
1.125
1.126
1.127
1.128
1.129
1.13
1.131
1.132
1.133
1.134
1.135
1.136
1.137
1.138
1.139
1.14
1.141
1.142
1.143
1.144
1.145
1.146
1.147
1.148
1.149
1.15
1.151
1.152
1.153
1.154
1.155
1.156
1.157
1.158
1.159
1.16
1.161
1.162
1.163
1.164
1.165
1.166
1.167
1.168
1.169
1.17
1.171
1.172
1.173
1.174
1.175
1.176
1.177
1.178
1.179
1.18
1.181
1.182
1.183
1.184
1.185
1.186
1.187
1.188
1.189
1.19
1.191
1.192
1.193
1.194
1.195
1.196
1.197
1.198
1.199
1.2
1.201
1.202
1.203
1.204
1.205
1.206
1.207
1.208
1.209
1.21
1.211
1.212
1.213
1.214
1.215
1.216
1.217
1.218
1.219
1.22
1.221
1.222
1.223
1.224
1.225
1.226
1.227
1.228
1.229
1.23
1.231
1.232
1.233
1.234
1.235
1.236
1.237
1.238
1.239
1.24
1.241
1.242
1.243
1.244
1.245
1.246
1.247
1.248
1.249
1.25
1.251
1.252
1.253
1.254
1.255
1.256
1.257
1.258
1.259
1.26
1.261
1.262
1.263
1.264
1.265
1.266
1.267
1.268
1.269
1.27
1.271
1.272
1.273
4 5.87780 Actual/360 120 8 110 8/8/2017 420 420
4.01
4.02
4.03
25 6.47780 Actual/360 120 8 109 7/8/2017 360 360
25.01
25.02
56 6.58680 Actual/360 120 8 111 9/8/2017 420 420
61 6.71180 Actual/360 120 8 111 9/8/2017 360 351
65 6.59380 Actual/360 120 8 112 10/8/2017 360 352
65.01
65.02
PARTIAL
ARD ENVIRONMENTAL CROSS CROSS DEFEASANCE
LOAN # TITLE TYPE ARD LOAN STEP UP INSURANCE DEFAULTED COLLATERALIZED ALLOWED
-----------------------------------------------------------------------------------------------------
1 Fee/Leasehold No Yes
1.001 Fee No
1.002 Fee No
1.003 Fee No
1.004 Fee No
1.005 Fee No
1.006 Fee No
1.007 Fee No
1.008 Fee No
1.009 Fee No
1.01 Fee No
1.011 Fee No
1.012 Fee No
1.013 Fee No
1.014 Fee No
1.015 Fee No
1.016 Fee No
1.017 Fee No
1.018 Fee No
1.019 Fee No
1.02 Fee No
1.021 Fee No
1.022 Fee No
1.023 Fee No
1.024 Fee No
1.025 Fee No
1.026 Fee No
1.027 Fee No
1.028 Fee No
1.029 Fee No
1.03 Fee No
1.031 Fee No
1.032 Fee No
1.033 Fee No
1.034 Fee No
1.035 Fee No
1.036 Fee No
1.037 Fee No
1.038 Fee No
1.039 Fee No
1.04 Fee No
1.041 Fee No
1.042 Fee No
1.043 Fee No
1.044 Fee No
1.045 Fee No
1.046 Fee No
1.047 Fee No
1.048 Fee No
1.049 Fee No
1.05 Fee No
1.051 Fee No
1.052 Fee No
1.053 Fee No
1.054 Fee No
1.055 Fee No
1.056 Fee No
1.057 Fee No
1.058 Fee No
1.059 Fee No
1.06 Fee No
1.061 Fee No
1.062 Fee No
1.063 Fee No
1.064 Fee No
1.065 Fee No
1.066 Fee No
1.067 Fee No
1.068 Fee No
1.069 Fee No
1.07 Fee No
1.071 Fee No
1.072 Fee No
1.073 Fee No
1.074 Fee No
1.075 Fee No
1.076 Fee No
1.077 Fee No
1.078 Fee No
1.079 Fee No
1.08 Fee No
1.081 Fee No
1.082 Fee No
1.083 Fee No
1.084 Fee No
1.085 Fee No
1.086 Fee No
1.087 Fee No
1.088 Fee No
1.089 Fee No
1.09 Fee No
1.091 Fee No
1.092 Fee No
1.093 Fee No
1.094 Fee No
1.095 Fee No
1.096 Fee No
1.097 Fee No
1.098 Fee No
1.099 Fee No
1.1 Fee No
1.101 Fee No
1.102 Fee No
1.103 Fee No
1.104 Fee No
1.105 Fee No
1.106 Fee No
1.107 Fee No
1.108 Fee No
1.109 Fee No
1.11 Fee No
1.111 Fee No
1.112 Fee No
1.113 Fee No
1.114 Fee No
1.115 Fee No
1.116 Fee No
1.117 Fee No
1.118 Fee No
1.119 Fee No
1.12 Fee No
1.121 Fee No
1.122 Fee No
1.123 Fee No
1.124 Fee No
1.125 Fee No
1.126 Fee No
1.127 Fee No
1.128 Fee No
1.129 Fee No
1.13 Fee No
1.131 Fee No
1.132 Fee No
1.133 Fee No
1.134 Fee No
1.135 Fee No
1.136 Fee No
1.137 Fee No
1.138 Fee No
1.139 Fee No
1.14 Fee No
1.141 Fee No
1.142 Fee No
1.143 Fee No
1.144 Fee No
1.145 Fee No
1.146 Fee No
1.147 Fee No
1.148 Fee No
1.149 Fee No
1.15 Fee No
1.151 Fee No
1.152 Fee No
1.153 Fee No
1.154 Fee No
1.155 Fee No
1.156 Fee No
1.157 Fee No
1.158 Fee No
1.159 Fee No
1.16 Fee No
1.161 Fee No
1.162 Fee No
1.163 Fee No
1.164 Fee No
1.165 Leasehold No
1.166 Fee No
1.167 Fee No
1.168 Fee No
1.169 Fee No
1.17 Fee No
1.171 Fee No
1.172 Fee No
1.173 Fee No
1.174 Fee No
1.175 Fee No
1.176 Fee No
1.177 Fee No
1.178 Fee No
1.179 Fee No
1.18 Fee No
1.181 Fee No
1.182 Fee No
1.183 Fee No
1.184 Fee No
1.185 Fee No
1.186 Fee No
1.187 Fee No
1.188 Fee No
1.189 Fee No
1.19 Fee No
1.191 Fee No
1.192 Fee No
1.193 Fee No
1.194 Fee No
1.195 Fee No
1.196 Fee No
1.197 Fee No
1.198 Fee No
1.199 Fee No
1.2 Fee No
1.201 Fee No
1.202 Fee No
1.203 Fee No
1.204 Fee No
1.205 Fee No
1.206 Fee No
1.207 Fee No
1.208 Fee No
1.209 Fee No
1.21 Fee No
1.211 Fee No
1.212 Fee No
1.213 Fee No
1.214 Fee No
1.215 Fee No
1.216 Fee No
1.217 Fee No
1.218 Fee No
1.219 Fee No
1.22 Fee No
1.221 Fee No
1.222 Fee No
1.223 Fee No
1.224 Fee No
1.225 Fee No
1.226 Fee No
1.227 Fee No
1.228 Fee No
1.229 Fee No
1.23 Fee No
1.231 Fee No
1.232 Fee No
1.233 Fee No
1.234 Fee No
1.235 Fee No
1.236 Fee No
1.237 Fee No
1.238 Fee No
1.239 Fee No
1.24 Fee No
1.241 Fee No
1.242 Fee No
1.243 Fee No
1.244 Fee No
1.245 Fee No
1.246 Fee No
1.247 Fee No
1.248 Fee No
1.249 Fee No
1.25 Fee No
1.251 Fee No
1.252 Fee No
1.253 Fee No
1.254 Fee No
1.255 Fee No
1.256 Fee No
1.257 Fee No
1.258 Fee No
1.259 Fee No
1.26 Fee No
1.261 Fee No
1.262 Fee No
1.263 Fee No
1.264 Fee No
1.265 Fee No
1.266 Fee No
1.267 Fee No
1.268 Fee No
1.269 Fee No
1.27 Fee No
1.271 Fee No
1.272 Fee No
1.273 Fee No
4 Fee No
4.01 Fee No
4.02 Fee No
4.03 Fee No
25 Fee No Yes
25.01 Fee No
25.02 Fee No
56 Fee No
61 Fee No
65 Leasehold No Yes
65.01 Leasehold No
65.02 Leasehold No
UPFRONT UPFRONT UPFRONT UPFRONT
LETTER OF LOCKBOX HOLDBACK ENGINEERING CAPEX TI/LC RE TAX
LOAN # CREDIT TYPE AMOUNT RESERVE ($) RESERVE ($) RESERVE ($) RESERVE ($)
-----------------------------------------------------------------------------------------------------------------------
1 Hard 536,646 2,238,167 6,933,000
1.001
1.002
1.003
1.004
1.005
1.006
1.007
1.008
1.009
1.01
1.011
1.012
1.013
1.014
1.015
1.016
1.017
1.018
1.019
1.02
1.021
1.022
1.023
1.024
1.025
1.026
1.027
1.028
1.029
1.03
1.031
1.032
1.033
1.034
1.035
1.036
1.037
1.038
1.039
1.04
1.041
1.042
1.043
1.044
1.045
1.046
1.047
1.048
1.049
1.05
1.051
1.052
1.053
1.054
1.055
1.056
1.057
1.058
1.059
1.06
1.061
1.062
1.063
1.064
1.065
1.066
1.067
1.068
1.069
1.07
1.071
1.072
1.073
1.074
1.075
1.076
1.077
1.078
1.079
1.08
1.081
1.082
1.083
1.084
1.085
1.086
1.087
1.088
1.089
1.09
1.091
1.092
1.093
1.094
1.095
1.096
1.097
1.098
1.099
1.1
1.101
1.102
1.103
1.104
1.105
1.106
1.107
1.108
1.109
1.11
1.111
1.112
1.113
1.114
1.115
1.116
1.117
1.118
1.119
1.12
1.121
1.122
1.123
1.124
1.125
1.126
1.127
1.128
1.129
1.13
1.131
1.132
1.133
1.134
1.135
1.136
1.137
1.138
1.139
1.14
1.141
1.142
1.143
1.144
1.145
1.146
1.147
1.148
1.149
1.15
1.151
1.152
1.153
1.154
1.155
1.156
1.157
1.158
1.159
1.16
1.161
1.162
1.163
1.164
1.165
1.166
1.167
1.168
1.169
1.17
1.171
1.172
1.173
1.174
1.175
1.176
1.177
1.178
1.179
1.18
1.181
1.182
1.183
1.184
1.185
1.186
1.187
1.188
1.189
1.19
1.191
1.192
1.193
1.194
1.195
1.196
1.197
1.198
1.199
1.2
1.201
1.202
1.203
1.204
1.205
1.206
1.207
1.208
1.209
1.21
1.211
1.212
1.213
1.214
1.215
1.216
1.217
1.218
1.219
1.22
1.221
1.222
1.223
1.224
1.225
1.226
1.227
1.228
1.229
1.23
1.231
1.232
1.233
1.234
1.235
1.236
1.237
1.238
1.239
1.24
1.241
1.242
1.243
1.244
1.245
1.246
1.247
1.248
1.249
1.25
1.251
1.252
1.253
1.254
1.255
1.256
1.257
1.258
1.259
1.26
1.261
1.262
1.263
1.264
1.265
1.266
1.267
1.268
1.269
1.27
1.271
1.272
1.273
4 None at Closing, Springing Hard 32,500 357,900 4,237,100 533,821
4.01
4.02
4.03
25 None at Closing, Springing Hard 121,718
25.01
25.02
56
61 19,518 200,000 22,374
65 Hard
65.01
65.02
UPFRONT UPFRONT MONTHLY MONTHLY MONTHLY MONTHLY
INS. OTHER CAPEX CAPEX TI/LC TI/LC
LOAN # RESERVE ($) RESERVE ($) RESERVE ($) RESERVE CAP ($) RESERVE ($) RESERVE CAP ($)
--------------------------------------------------------------------------------------------------
1 684,275 1,370,644 238,167 2,858,250
1.001
1.002
1.003
1.004
1.005
1.006
1.007
1.008
1.009
1.01
1.011
1.012
1.013
1.014
1.015
1.016
1.017
1.018
1.019
1.02
1.021
1.022
1.023
1.024
1.025
1.026
1.027
1.028
1.029
1.03
1.031
1.032
1.033
1.034
1.035
1.036
1.037
1.038
1.039
1.04
1.041
1.042
1.043
1.044
1.045
1.046
1.047
1.048
1.049
1.05
1.051
1.052
1.053
1.054
1.055
1.056
1.057
1.058
1.059
1.06
1.061
1.062
1.063
1.064
1.065
1.066
1.067
1.068
1.069
1.07
1.071
1.072
1.073
1.074
1.075
1.076
1.077
1.078
1.079
1.08
1.081
1.082
1.083
1.084
1.085
1.086
1.087
1.088
1.089
1.09
1.091
1.092
1.093
1.094
1.095
1.096
1.097
1.098
1.099
1.1
1.101
1.102
1.103
1.104
1.105
1.106
1.107
1.108
1.109
1.11
1.111
1.112
1.113
1.114
1.115
1.116
1.117
1.118
1.119
1.12
1.121
1.122
1.123
1.124
1.125
1.126
1.127
1.128
1.129
1.13
1.131
1.132
1.133
1.134
1.135
1.136
1.137
1.138
1.139
1.14
1.141
1.142
1.143
1.144
1.145
1.146
1.147
1.148
1.149
1.15
1.151
1.152
1.153
1.154
1.155
1.156
1.157
1.158
1.159
1.16
1.161
1.162
1.163
1.164
1.165
1.166
1.167
1.168
1.169
1.17
1.171
1.172
1.173
1.174
1.175
1.176
1.177
1.178
1.179
1.18
1.181
1.182
1.183
1.184
1.185
1.186
1.187
1.188
1.189
1.19
1.191
1.192
1.193
1.194
1.195
1.196
1.197
1.198
1.199
1.2
1.201
1.202
1.203
1.204
1.205
1.206
1.207
1.208
1.209
1.21
1.211
1.212
1.213
1.214
1.215
1.216
1.217
1.218
1.219
1.22
1.221
1.222
1.223
1.224
1.225
1.226
1.227
1.228
1.229
1.23
1.231
1.232
1.233
1.234
1.235
1.236
1.237
1.238
1.239
1.24
1.241
1.242
1.243
1.244
1.245
1.246
1.247
1.248
1.249
1.25
1.251
1.252
1.253
1.254
1.255
1.256
1.257
1.258
1.259
1.26
1.261
1.262
1.263
1.264
1.265
1.266
1.267
1.268
1.269
1.27
1.271
1.272
1.273
4 12,177 432,334
4.01
4.02
4.03
25 400,000 2,185 5,763
25.01
25.02
56 300,000
61 30,044 1,186.00 200,000
65 1,458
65.01
65.02
MONTHLY MONTHLY MONTHLY
RE TAX INS. OTHER XXXXX XXXXX
LOAN # RESERVE ($) RESERVE ($) RESERVE ($) TO LATE TO DEFAULT
1 1,218,340 0 0
1.001
1.002
1.003
1.004
1.005
1.006
1.007
1.008
1.009
1.01
1.011
1.012
1.013
1.014
1.015
1.016
1.017
1.018
1.019
1.02
1.021
1.022
1.023
1.024
1.025
1.026
1.027
1.028
1.029
1.03
1.031
1.032
1.033
1.034
1.035
1.036
1.037
1.038
1.039
1.04
1.041
1.042
1.043
1.044
1.045
1.046
1.047
1.048
1.049
1.05
1.051
1.052
1.053
1.054
1.055
1.056
1.057
1.058
1.059
1.06
1.061
1.062
1.063
1.064
1.065
1.066
1.067
1.068
1.069
1.07
1.071
1.072
1.073
1.074
1.075
1.076
1.077
1.078
1.079
1.08
1.081
1.082
1.083
1.084
1.085
1.086
1.087
1.088
1.089
1.09
1.091
1.092
1.093
1.094
1.095
1.096
1.097
1.098
1.099
1.1
1.101
1.102
1.103
1.104
1.105
1.106
1.107
1.108
1.109
1.11
1.111
1.112
1.113
1.114
1.115
1.116
1.117
1.118
1.119
1.12
1.121
1.122
1.123
1.124
1.125
1.126
1.127
1.128
1.129
1.13
1.131
1.132
1.133
1.134
1.135
1.136
1.137
1.138
1.139
1.14
1.141
1.142
1.143
1.144
1.145
1.146
1.147
1.148
1.149
1.15
1.151
1.152
1.153
1.154
1.155
1.156
1.157
1.158
1.159
1.16
1.161
1.162
1.163
1.164
1.165
1.166
1.167
1.168
1.169
1.17
1.171
1.172
1.173
1.174
1.175
1.176
1.177
1.178
1.179
1.18
1.181
1.182
1.183
1.184
1.185
1.186
1.187
1.188
1.189
1.19
1.191
1.192
1.193
1.194
1.195
1.196
1.197
1.198
1.199
1.2
1.201
1.202
1.203
1.204
1.205
1.206
1.207
1.208
1.209
1.21
1.211
1.212
1.213
1.214
1.215
1.216
1.217
1.218
1.219
1.22
1.221
1.222
1.223
1.224
1.225
1.226
1.227
1.228
1.229
1.23
1.231
1.232
1.233
1.234
1.235
1.236
1.237
1.238
1.239
1.24
1.241
1.242
1.243
1.244
1.245
1.246
1.247
1.248
1.249
1.25
1.251
1.252
1.253
1.254
1.255
1.256
1.257
1.258
1.259
1.26
1.261
1.262
1.263
1.264
1.265
1.266
1.267
1.268
1.269
1.27
1.271
1.272
1.273
4 74,657 12,177 0 0
4.01
4.02
4.03
25 21,394 0 0
25.01
25.02
56 0 0
61 3,196 1,836 0 0
65 729 0 0
65.01
65.02
SCHEDULE III
MERS MORTGAGE LOANS
LOAN/PROPERTY NAME
Farallon Portfolio
Fort Office Portfolio
Encore Retail Portfolio
Susquehanna Patriot Bank
Xxxxxx Road Retail
Rite Aid Xxxxxx & Xxxxxxx
