MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement, dated as of December 1, 2006
(this "Agreement"), is entered into between Xxxxxxx Xxxxx Mortgage Lending, Inc.
(the "Seller") and Xxxxxxx Xxxxx Mortgage Investors, Inc. (the "Purchaser").
The Seller intends to sell and the Purchaser intends to purchase
certain multifamily, commercial and manufactured housing community mortgage
loans (the "Mortgage Loans") identified on the schedule (the "Mortgage Loan
Schedule") annexed hereto as Schedule II. The Purchaser intends to deposit the
Mortgage Loans, along with certain other mortgage loans (the "Other Mortgage
Loans"), into a trust fund (the "Trust Fund"), the beneficial ownership of which
will be evidenced by multiple classes of mortgage pass-through certificates (the
"Certificates"). One or more "real estate mortgage investment conduit" ("REMIC")
elections will be made with respect to most of the Trust Fund. The Trust Fund
will be created and the Certificates will be issued pursuant to a Pooling and
Servicing Agreement, dated as of December 1, 2006 (the "Pooling and Servicing
Agreement"), among the Purchaser as depositor, Midland Loan Services, Inc. and
Xxxxx Fargo Bank, National Association as master servicers (each, in such
capacity, a "Master Servicer"), LNR Partners, Inc. as special servicer (the
"Special Servicer") and LaSalle Bank National Association as trustee (the
"Trustee"). Capitalized terms used but not defined herein (including the
schedules attached hereto) have the respective meanings set forth in the Pooling
and Servicing Agreement.
The Purchaser has entered into an Underwriting Agreement, dated as
of December 1, 2006 (the "Underwriting Agreement"), with Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx") for itself and as representative
of Countrywide Securities Corporation ("Countrywide Securities"), IXIS
Securities North America Inc. ("IXIS Securities"), PNC Capital Markets LLC ("PNC
Capital"), Credit Suisse Securities (USA) LLC ("Credit Suisse") and Deutsche
Bank Securities Inc. ("DBSI"); Xxxxxxx Xxxxx, Countrywide Securities, IXIS
Securities, PNC Capital, Credit Suisse and DBSI, collectively, in such capacity,
the "Underwriters"), whereby the Purchaser will sell to the Underwriters all of
the Certificates that are to be registered under the Securities Act of 1933, as
amended (such Certificates, the "Publicly-Offered Certificates"). The Purchaser
has also entered into a Certificate Purchase Agreement, dated as of December 1,
2006 (the "Certificate Purchase Agreement"), with Xxxxxxx Xxxxx for itself and
as representative of Countrywide Securities (together in such capacity, the
"Initial Purchasers"), whereby the Purchaser will sell to the Initial Purchasers
all of the remaining Certificates (such Certificates, the "Private
Certificates").
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase.
The Seller agrees to sell, and the Purchaser agrees to purchase, the
Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan
Schedule may be amended to reflect the actual Mortgage Loans delivered to the
Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have
an aggregate principal balance of
$2,393,751,335 (the "Xxxxxxx Xxxxx 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 Xxxxxxx Xxxxx Mortgage Loan Balance, together
with the aggregate principal balance of the Other Mortgage Loans as of the
Cut-off Date (after giving effect to any payments due on or before such date,
whether or not such payments are received), is expected to equal an aggregate
principal balance (the "Cut-off Date Pool Balance") of $4,522,709,155 (subject
to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans
shall take place on December 12, 2006 or such other date as shall be mutually
acceptable to the parties to this Agreement (the "Closing Date"). The
consideration (the "Purchase Consideration") for the Mortgage Loans shall be
equal to (i) approximately 103.3834% of the Xxxxxxx Xxxxx Mortgage Loan Balance
as of the Cut-off Date, plus (ii) $$4,224,924, which amount represents the
amount of interest accrued on the Xxxxxxx Xxxxx Mortgage Loan Balance, as agreed
to by the Seller and the Purchaser.
The Purchase Consideration shall be paid to the Seller or its
designee by wire transfer in immediately available funds on the Closing Date.
SECTION 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to the
Seller's receipt of the Purchase Consideration and the satisfaction or waiver of
the conditions to closing set forth in Section 5 of this Agreement (which
conditions shall be deemed to have been satisfied or waived upon the Seller's
receipt of the Purchase Consideration), the Seller does hereby sell, transfer,
assign, set over and otherwise convey to the Purchaser, without recourse (except
as set forth in this Agreement), all the right, title and interest of the Seller
in and to the Mortgage Loans identified on the Mortgage Loan Schedule as of such
date, on a servicing released basis (subject to certain agreements regarding
servicing as provided in the Servicing Rights Purchase Agreement (as defined in
Section 6(a)(iii) hereof)), together with all of the Seller's right, title and
interest in and to the proceeds of any related title, hazard, primary mortgage
or other insurance proceeds. The Mortgage Loan Schedule, as it may be amended,
shall conform to the requirements set forth in this Agreement and the Pooling
and Servicing Agreement.
(b) The Purchaser or its assignee shall be entitled to receive
all scheduled payments of principal and interest due after the Cut-off Date, and
all other recoveries of principal and interest collected after the Cut-off Date
(other than in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date). All scheduled payments of principal and interest due
on or before the Cut-off Date but collected after the Cut-off Date, and
recoveries of principal and interest collected on or before the Cut-off Date
(only in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date and principal prepayments thereon), shall belong to, and
be promptly remitted to, the Seller.
(c) The Seller hereby represents and warrants that it has or
will have, on behalf of the Purchaser, delivered to the Trustee (i) on or before
the Closing Date, the documents and instruments specified below with respect to
each Mortgage Loan that are Specially Designated Mortgage Loan Documents and
(ii) on or before the date that is 30 days after the Closing Date, the remaining
documents and instruments specified below that are not Specially Designated
Mortgage Loan Documents with respect to each Mortgage Loan (the documents and
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instruments specified below and referred to in clauses (i) and (ii) preceding,
collectively, a "Mortgage File"). All Mortgage Files so delivered will be held
by the Trustee in escrow for the benefit of the Seller at all times prior to the
Closing Date. The Mortgage File with respect to each Mortgage Loan that is a
Serviced Trust Mortgage Loan shall contain the following documents:
(i) (A) the original executed Mortgage Note for the subject
Mortgage Loan, including any power of attorney related to the execution
thereof (or a lost note affidavit and indemnity with a copy of such
Mortgage Note attached thereto), together with any and all intervening
endorsements thereon, endorsed on its face or by allonge attached thereto
(without recourse, representation or warranty, express or implied) to the
order of LaSalle Bank National Association, as trustee for the registered
holders of ML-CFC Commercial Mortgage Trust 2006-4, Commercial Mortgage
Pass-Through Certificates, Series 2006-4, or in blank, and (B) in the case
of a Loan Combination, a copy of the executed Mortgage Note for each
related Non-Trust Loan;
(ii) an original or copy of the Mortgage, together with originals
or copies of any and all intervening assignments thereof, in each case
(unless not yet returned by the applicable recording office) with evidence
of recording indicated thereon or certified by the applicable recording
office 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 LaSalle
Bank National Association, as trustee for the registered holders of ML-CFC
Commercial Mortgage Trust 2006-4, Commercial Mortgage Pass-Through
Certificates, Series 2006-4 (or, in the case of a Loan Combination, in
favor of LaSalle Bank National Association, as
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trustee for the registered holders of ML-CFC Commercial Mortgage Trust
2006-4, Commercial Mortgage Pass-Through Certificates, Series 2006-4, 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;
(v) an original assignment of all unrecorded documents relating
to the Mortgage Loan (to the extent not already assigned pursuant to
clause (iv) above) in favor of LaSalle Bank National Association, as
trustee for the registered holders of ML-CFC Commercial Mortgage Trust
2006-4, Commercial Mortgage Pass-Through Certificates, Series 2006-4 (or,
in the case of a Loan Combination, in favor of LaSalle Bank National
Association, as trustee for the registered holders of ML-CFC Commercial
Mortgage Trust 2006-4, Commercial Mortgage Pass-Through Certificates,
Series 2006-4, 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 (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 LaSalle Bank National Association,
as trustee for the registered holders of ML-CFC Commercial Mortgage Trust
2006-4, Commercial Mortgage Pass-Through Certificates, Series 2006-4, as
assignee (or, in the case of a Loan Combination, in favor of LaSalle Bank
National Association, as trustee for the registered holders of ML-CFC
Commercial Mortgage Trust 2006-4, Commercial Mortgage Pass-Through
Certificates, Series 2006-4, and in its capacity as lead lender on behalf
of the holder of the related
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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 management agreement, any
agreed upon procedures letter, any lockbox or cash management agreements,
any environmental reports or any letter of credit (which letter of credit
shall not be delivered in original from to the Trustee, but rather to the
applicable Master Servicer), in each case relating to the subject Mortgage
Loan; and
(xii) with respect to a Mortgage Loan secured by a hospitality
property, a signed copy of any franchise agreement and/or franchisor
comfort letter; and
(xiii) if such Trust Mortgage Loan is part of a Loan Combination,
an original or a copy of the related Loan Combination Intercreditor
Agreement.
The foregoing Mortgage File delivery requirement shall be subject to
Section 2.01(c) of the Pooling and Servicing Agreement.
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 [ ] 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.
(d) The Seller shall retain an Independent third party (the
"Recording/Filing Agent") that shall, as to each Mortgage Loan, promptly (and in
any event within 180 days following the later of the Closing Date and the
delivery of each Mortgage, Assignment of Leases, recordable document and UCC
Financing Statement to the Trustee) cause to be
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submitted for recording or filing, as the case may be, in the appropriate public
office for real property records or UCC Financing Statements, each assignment of
Mortgage, assignment of Assignment of Leases and any other recordable documents
relating to each such Mortgage Loan in favor of the Trustee that is referred to
in clause (iv) of the definition of "Mortgage File" and each UCC Financing
Statement assignment in favor of the Trustee that is referred to in clause
(viii) of the definition of "Mortgage File." Each such assignment and UCC
Financing Statement assignment shall reflect that the recorded original should
be returned by the public recording office to the Trustee following recording,
and each such assignment and UCC Financing Statement assignment shall reflect
that the file copy thereof should be returned to the Trustee following filing;
provided, that in those instances where the public recording office retains the
original assignment of Mortgage or assignment of Assignment of Leases, the
Recording/Filing Agent shall obtain therefrom a certified copy of the recorded
original. If any such document or instrument is lost or returned unrecorded or
unfiled, as the case may be, because of a defect therein, then the Seller shall
prepare a substitute therefor or cure such defect or cause such to be done, as
the case may be, and the Seller shall deliver such substitute or corrected
document or instrument to the Trustee (or, if the Mortgage Loan is then no
longer subject to the Pooling and Servicing Agreement, to the then holder of
such Mortgage Loan).
The Seller shall bear the out-of-pocket costs and expenses of all
such recording, filing and delivery contemplated in the preceding paragraph,
including, without limitation, any costs and expenses that may be incurred by
the Trustee in connection with any such recording, filing or delivery performed
by the Trustee at the Seller's request and the fees of the Recording/Filing
Agent.
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
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briefs or memoranda or other internal approval documents or data or internal
worksheets, memoranda, communications or evaluations.
The Seller agrees to use reasonable efforts to deliver to the Trustee, for
its administrative convenience in reviewing the Mortgage Files, a mortgage loan
checklist for each Mortgage Loan. The foregoing sentence notwithstanding, the
failure of the Seller to deliver a mortgage loan checklist or a complete
mortgage loan checklist shall not give rise to any liability whatsoever on the
part of the Seller to the Purchaser, the Trustee or any other person because the
delivery of the mortgage loan checklist is being provided to the Trustee solely
for its administrative convenience.
(f) The Seller shall take such actions as are reasonably
necessary to assign or otherwise grant to the Trust Fund the benefit of any
letters of credit in the name of the Seller, which secure any Mortgage Loan.
(g) On or before the Closing Date, the Seller shall provide to
the applicable Master Servicer, the initial data (as of the Cut-off Date or the
most recent earlier date for which such data is available) contemplated by the
CMSA Loan Setup File, the CMSA Loan Periodic Update File, the CMSA Operating
Statement Analysis Report and the CMSA Property File.
SECTION 3. Representations, Warranties and Covenants of Seller.
(a) The Seller hereby represents and warrants to and covenants
with the Purchaser, as of the date hereof, that:
(i) The Seller is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and the
Seller has taken all necessary corporate action to authorize the
execution, delivery and performance of this Agreement by it, and has the
power and authority to execute, deliver and perform this Agreement and all
transactions contemplated hereby.
(ii) This Agreement has been duly and validly authorized,
executed and delivered by the Seller, all requisite action by the Seller's
directors and officers has been taken in connection therewith, and
(assuming the due authorization, execution and delivery hereof by the
Purchaser) this Agreement constitutes the valid, legal and binding
agreement of the Seller, enforceable against the Seller in accordance with
its terms, except as such enforcement may be limited by (A) laws relating
to bankruptcy, insolvency, fraudulent transfer, reorganization,
receivership, conservatorship or moratorium, (B) other laws relating to or
affecting the rights of creditors generally, or (C) general equity
principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law).
(iii) The execution and delivery of this Agreement by the Seller
and the Seller's performance and compliance with the terms of this
Agreement will not (A) violate the Seller's certificate of incorporation
or bylaws, (B) violate any law or regulation or any administrative decree
or order to which it is subject if compliance therewith is necessary (1)
to ensure the enforceability of this Agreement or (2) for the Seller to
perform its duties and obligations under this Agreement, or (C) constitute
a
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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 articles of association, bylaws or any other
corporate restriction or any judgment, order, writ, injunction, decree,
law or regulation that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the ability of the Seller to
perform its obligations under this Agreement or that requires the consent
of any third person to the execution of this Agreement or the performance
by the Seller of its obligations under this Agreement (except to the
extent such consent has been obtained).
(vi) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Seller of or compliance by the Seller with this
Agreement or the consummation of the transactions contemplated by this
Agreement except as have previously been obtained, and no bulk sale law
applies to such transactions.
(vii) None of the sale of the Mortgage Loans by the Seller, the
transfer of the Mortgage Loans to the Trustee, and the execution, delivery
or performance of this Agreement by the Seller, results or will result in
the creation or imposition of any lien on any of the Seller's assets or
property that would have a material adverse effect upon the Seller's
ability to perform its duties and obligations under this Agreement or
materially impair the ability of the Purchaser to realize on the Mortgage
Loans.
(viii) There is no action, suit, proceeding or investigation
pending or to the knowledge of the Seller, threatened against the Seller
in any court or by or before any other governmental agency or
instrumentality which would, in the Seller's good faith and reasonable
judgment, prohibit its entering into this Agreement or materially and
adversely affect the validity of this Agreement or the performance by the
Seller of its obligations under this Agreement.
(ix) Under generally accepted accounting principles ("GAAP") and
for federal income tax purposes, the Seller will report the transfer of
the Mortgage Loans to the Purchaser as a sale of the Mortgage Loans to the
Purchaser in exchange for consideration consisting of a cash amount equal
to the Purchase Consideration. The consideration received by the Seller
upon the sale of the Mortgage Loans to the Purchaser will
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constitute at least reasonably equivalent value and fair consideration for
the Mortgage Loans. The Seller will be solvent at all relevant times prior
to, and will not be rendered insolvent by, the sale of the Mortgage Loans
to the Purchaser. The Seller is not selling the Mortgage Loans to the
Purchaser with any intent to hinder, delay or defraud any of the creditors
of the Seller.
(x) The Prospectus Supplement contains all the information that
is required to be provided in respect of the Seller (that arise from its
role as "sponsor" (within the meaning of Regulation AB)), the Mortgage
Loans, the related Mortgagors and the related Mortgaged Properties
pursuant to Regulation AB. For purpose of this Agreement, "Regulation AB"
shall mean Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17
C.F.R. ss.ss.229.1100-229.1123, as such may be amended from time to time,
and subject to such clarification and interpretation as have been provided
by the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7,
2005)) or by the staff of the Commission, or as may be provided by the
Commission or its staff from time to time.
(b) The Seller hereby makes the representations and warranties
contained in Schedule I hereto for the benefit of the Purchaser and the Trustee
for the benefit of the Certificateholders as of the Closing Date (unless a
different date is specified therein), with respect to (and solely with respect
to) each Mortgage Loan, subject, however, to the exceptions set forth on Annex A
to Schedule I of this Agreement.
(c) If the Seller receives written notice of a Document Defect
or a Breach relating to a Mortgage Loan pursuant to Section 2.03(a) of the
Pooling and Servicing Agreement, then the Seller shall, not later than 90 days
from receipt of such notice (or, in the case of a Document Defect or Breach
relating to a Mortgage Loan not being a "qualified mortgage" within the meaning
of the REMIC Provisions (a "Qualified Mortgage"), not later than 90 days from
any party to the Pooling and Servicing Agreement discovering such Document
Defect or Breach, provided the Seller receives such notice in a timely manner),
if such Document Defect or Breach materially and adversely affects the value of
the related Mortgage Loan or the interests of the Certificateholders therein,
cure such Document Defect or Breach, as the case may be, in all material
respects, which shall include payment of losses and any Additional Trust Fund
Expenses associated therewith or, if such Document Defect or Breach (other than
omissions due solely to a document not having been returned by the related
recording office) cannot be cured within such 90-day period, (i) repurchase the
affected Mortgage Loan (which, for the purposes of this clause (i), shall
include an REO Loan) at the applicable Purchase Price (as defined in the Pooling
and Servicing Agreement) not later than the end of such 90-day period or (ii)
substitute a Qualified Substitute Mortgage Loan for such affected Mortgage Loan
(which, for purposes of this clause (ii), shall include an REO Loan) not later
than the end of such 90-day period (and in no event later than the second
anniversary of the Closing Date) and pay the applicable Master Servicer for
deposit into its Collection Account any Substitution Shortfall Amount in
connection therewith; provided, however, that, unless the Document Defect or
Breach would cause the Mortgage Loan not to be a Qualified Mortgage, if such
Document Defect or Breach is capable of being cured but not within such 90-day
period and the Seller has commenced and is diligently proceeding with the cure
of such Document Defect or Breach within such 90-day period, the Seller shall
have an additional 90 days to complete such cure (or, failing such cure, to
repurchase
9
or substitute the related Mortgage Loan (which, for purposes of such repurchase
or substitution, shall include an REO Loan)); and provided, further, that with
respect to such additional 90-day period, the Seller shall have delivered an
officer's certificate to the Trustee setting forth the reason(s) such Document
Defect or Breach is not capable of being cured within the initial 90-day period
and what actions the Seller is pursuing in connection with the cure thereof and
stating that the Seller anticipates that such Document Defect or Breach will be
cured within the additional 90-day period.
A Document Defect or Breach (which Document Defect or Breach
materially and adversely affects the value of the related Mortgage Loan or the
interests of the Certificateholders therein) as to a Mortgage Loan that is
cross-collateralized and cross-defaulted with one or more other Mortgage Loans
(each, a "Crossed Loan" and such Crossed Loans, collectively, a "Crossed Loan
Group"), which Document Defect or Breach does not constitute a Document Defect
or Breach, as the case may be, as to any other Crossed Loan in such Crossed Loan
Group (without regard to this paragraph) and is not cured as provided for above,
shall be deemed to constitute a Document Defect or Breach, as the case may be,
as to each other Crossed Loan in the subject Crossed Loan Group for purposes of
this paragraph and the Seller shall be required to repurchase or substitute all
such Crossed Loans unless (1) the weighted average debt service coverage ratio
for all the remaining Crossed Loans for the four calendar quarters immediately
preceding such repurchase or substitution is not less than the weighted average
debt service coverage ratio for all such Crossed Loans, including the affected
Crossed Loan, for the four calendar quarters immediately preceding such
repurchase or substitution, and (2) the weighted average loan to-value ratio for
the remaining Crossed Loans, determined at the time of repurchase or
substitution, based upon an appraisal obtained by the Special Servicer at the
expense of the Seller shall not be greater than the weighted average
loan-to-value ratio for all such Crossed Loans, including the affected Crossed
Loan determined at the time of repurchase or substitution, based upon an
appraisal obtained by the Special Servicer at the expense of the Seller;
provided, that if such debt service coverage and loan-to-value criteria are
satisfied, any other Crossed Loan (that is not the Crossed Loan directly
affected by the subject Document Defect or Breach), shall be released from its
cross-collateralization and cross-default provision so long as such Crossed Loan
(that is not the Crossed Loan directly affected by the subject Document Defect
or Breach) is held in the Trust Fund; and provided, further, that the repurchase
or replacement of less than all such Crossed Loans and the release of any
Crossed Loan from a cross-collateralization and cross-default provision shall be
further subject to the delivery by the Seller to the Trustee, at the expense of
the Seller, of an Opinion of Counsel to the effect that such release would not
cause either of REMIC I or REMIC II to fail to qualify as a REMIC under the Code
or result in the imposition of any tax on "prohibited transactions" or
"contributions" after the Startup Day under the REMIC Provisions. In the event
that one or more of such other Crossed Loans satisfy the aforementioned
criteria, the Seller may elect either to repurchase or substitute for only the
affected Crossed Loan as to which the related Document Defect or Breach exists
or to repurchase or substitute for all of the Crossed Loans in the related
Crossed Loan Group. All documentation relating to the termination of the
cross-collateralization provisions of a Crossed Loan being repurchased shall be
prepared at the expense of the Seller and, where required, with the consent of
the related Mortgagor. For a period of two years from the Closing Date, so long
as there remains any Mortgage File relating to a Mortgage Loan as to which there
is any uncured Document Defect or Breach known to the Seller that existed as of
the Closing Date, the Seller shall provide, once every 90 days, the officer's
certificate to the Trustee described above as to
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the reason(s) such Document Defect or Breach remains uncured and as to the
actions being taken to pursue cure; provided, however, that, without limiting
the effect of the foregoing provisions of this Section 3(c), if such Document
Defect or Breach shall materially and adversely affect the value of such
Mortgage Loan or the interests of the holders of the Certificates therein
(subject to the second and third provisos in the sole sentence of the preceding
paragraph), the Seller shall in all cases on or prior to the second anniversary
of the Closing Date either cause such Document Defect or Breach to be cured or
repurchase or substitute for the affected Mortgage Loan (for the avoidance of
doubt, the foregoing two-year period shall not be deemed to be a time limitation
on the Seller's right to cure a Document Defect as set forth in this Section 3).
The delivery of a commitment to issue a policy of lender's title insurance as
described in representation 8 set forth on Schedule I hereto in lieu of the
delivery of the actual policy of lender's title insurance shall not be
considered a Document Defect or Breach with respect to any Mortgage File if such
actual policy of insurance is delivered to the Trustee or a Custodian on its
behalf not later than the 180th day following the Closing Date.
To the extent that the Seller is required to repurchase or
substitute for a Crossed Loan hereunder in the manner prescribed above in this
Section 3(c) while the Trustee continues to hold any other Crossed Loans in such
Crossed Loan Group, the Seller and the Purchaser shall not enforce any remedies
against the other's Primary Collateral (as defined below), but each is permitted
to exercise remedies against the Primary Collateral securing its respective
Crossed Loan(s), so long as such exercise does not materially impair the ability
of the other party to exercise its remedies against the Primary Collateral
securing the Crossed Loan(s) held thereby.
If the exercise by one party would materially impair the ability of
the other party to exercise its remedies with respect to the Primary Collateral
securing the Crossed Loan(s) held by such party, then the Seller and the
Purchaser shall forbear from exercising such remedies until the Mortgage Loan
documents evidencing and securing the relevant Crossed Loans can be modified in
a manner consistent with this Agreement to remove the threat of material
impairment as a result of the exercise of remedies or some other mutually agreed
upon accommodation can be reached. Any reserve or other cash collateral or
letters of credit securing the Crossed Loans shall be allocated between such
Crossed Loans in accordance with the Mortgage Loan documents, or, if the related
Mortgage Loan documents do not so provide, then on a pro rata basis based upon
their outstanding Stated Principal Balances. Notwithstanding the foregoing, if a
Crossed Loan is modified to terminate the related cross-collateralization and/or
cross-default provisions, the Seller shall furnish to the Trustee an Opinion of
Counsel that such modification shall not cause an Adverse REMIC Event.
For purposes hereof, "Primary Collateral" shall mean the Mortgaged
Property directly securing a Crossed Loan and excluding any property as to which
the related lien may only be foreclosed upon by exercise of
cross-collateralization provisions of such Mortgage Loans.
Notwithstanding any of the foregoing provisions of this Section
3(c), if there is a Document Defect or Breach (which Document Defect or Breach
materially and adversely affects the value of the related Mortgage Loan or the
interests of the Certificateholders therein) with respect to one or more
Mortgaged Properties with respect to a Mortgage Loan, the Seller shall not be
obligated to repurchase or substitute the Mortgage Loan if (i) the affected
Mortgaged
11
Property(ies) may be released pursuant to the terms of any partial release
provisions in the related Mortgage Loan documents (and such Mortgaged
Property(ies) are, in fact, released) and to the extent not covered by the
applicable release price (if any) required under the related Mortgage Loan
documents, the Seller pays (or causes to be paid) any additional amounts
necessary to cover all reasonable out-of-pocket expenses reasonably incurred by
the applicable Master Servicer, the Special Servicer, the Trustee or the Trust
Fund in connection with such release, (ii) the remaining Mortgaged Property(ies)
satisfy the requirements, if any, set forth in the Mortgage Loan documents and
the Seller provides an opinion of counsel to the effect that such release would
not cause either of REMIC I or REMIC II to fail to qualify as a REMIC under the
Code or result in the imposition of any tax on "prohibited transactions" or
"contributions" after the Startup Day under the REMIC Provisions and (iii) each
Rating Agency then rating the Certificates shall have provided written
confirmation that such release would not cause the then-current ratings of the
Certificates rated by it to be qualified, downgraded or withdrawn.
The foregoing provisions of this Section 3(c) notwithstanding, the
Purchaser's sole remedy (subject to the last sentence of this paragraph) for a
breach of representation 30 set forth on Schedule I hereto shall be the cure of
such breach by the Seller, which cure shall be effected through the payment by
the Seller of such costs and expenses (without regard to whether such costs and
expenses are material or not) specified in such representation that have not, at
the time of such cure, been received by the applicable Master Servicer or the
Special Servicer from the related Mortgagor and not a repurchase or substitution
of the related Mortgage Loan. Following the Seller's remittance of funds in
payment of such costs and expenses, the Seller shall be deemed to have cured the
breach of representation 30 in all respects. To the extent any fees or expenses
that are the subject of a cure by the Seller are subsequently obtained from the
related Mortgagor, the cure payment made by the Seller shall be returned to the
Seller. Notwithstanding the prior provisions of this paragraph, the Seller,
acting in its sole discretion, may effect a repurchase or substitution (in
accordance with the provisions of this Section 3(c) setting forth the manner in
which a Mortgage Loan may be repurchased or substituted) of a Mortgage Loan, as
to which representation 30 set forth on Schedule I has been breached, in lieu of
paying the costs and expenses that were the subject of the breach of
representation 30 set forth on Schedule I.
(d) In connection with any permitted repurchase or substitution
of one or more Mortgage Loans contemplated hereby, upon receipt of a certificate
from a Servicing Officer certifying as to the receipt of the applicable Purchase
Price (as defined in the Pooling and Servicing Agreement) or Substitution
Shortfall Amount(s), as applicable, in the applicable Master Servicer's
Collection Account, and, if applicable, the delivery of the Mortgage File(s) and
the Servicing File(s) for the related Qualified Substitute Mortgage Loan(s) to
the Custodian and the applicable Master Servicer, respectively, (i) the Trustee
shall be required to execute and deliver such endorsements and assignments as
are provided to it by the applicable Master Servicer or the Seller, in each case
without recourse, representation or warranty, as shall be necessary to vest in
the Seller the legal and beneficial ownership of each repurchased Mortgage Loan
or substituted Mortgage Loan, as applicable, (ii) the Trustee, the Custodian,
the applicable Master Servicer and the Special Servicer shall each tender to the
Seller, upon delivery to each of them of a receipt executed by the Seller, all
portions of the Mortgage File and other documents pertaining to such Mortgage
Loan possessed by it, and (iii) the applicable Master Servicer and
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the Special Servicer shall release to the Seller any Escrow Payments and Reserve
Funds held by it in respect of such repurchased or deleted Mortgage Loan(s).
At the time a substitution is made, the Seller shall deliver the
related Mortgage File to the Trustee and certify that the substitute Mortgage
Loan is a Qualified Substitute Mortgage Loan.
No substitution of a Qualified Substitute Mortgage Loan or Qualified
Substitute Mortgage Loans may be made in any calendar month after the
Determination Date for such month. Periodic Payments due with respect to any
Qualified Substitute Mortgage Loan after the related date of substitution shall
be part of REMIC I, as applicable. No substitution of a Qualified Substitute
Mortgage Loan for a deleted Mortgage Loan shall be permitted under this
Agreement if, after such substitution, the aggregate of the Stated Principal
Balances of all Qualified Substitute Mortgage Loans which have been substituted
for deleted Mortgage Loans exceeds 10% of the aggregate Cut-off Date Balance of
all the Mortgage Loans and the Other Mortgage Loans. Periodic Payments due with
respect to any Qualified Substitute Mortgage Loan on or prior to the related
date of substitution shall not be part of the Trust Fund or REMIC I.
(e) This Section 3 provides the sole remedies available to the
Purchaser, the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Document Defect in a Mortgage File or any
Breach of any representation or warranty set forth in or required to be made
pursuant to this Section 3.
(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 therewith, and (assuming the
due authorization, execution and delivery hereof by the Seller) this Agreement
constitutes the valid, legal and binding agreement of the
13
Purchaser, enforceable against the Purchaser in accordance with its terms,
except as such enforcement may be limited by (A) laws relating to bankruptcy,
insolvency, fraudulent transfer, reorganization, receivership, conservatorship
or moratorium, (B) other laws relating to or affecting the rights of creditors
generally, or (C) general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law).
(c) The execution and delivery of this Agreement by the
Purchaser and the Purchaser's performance and compliance with the terms of this
Agreement will not (A) violate the Purchaser's articles of incorporation or
bylaws, (B) violate any law or regulation or any administrative decree or order
to which it is subject if compliance therewith is necessary (1) to ensure the
enforceability of this Agreement or (2) for the Purchaser to perform its duties
and obligations under this Agreement or (C) constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material contract, agreement or other instrument
to which the Purchaser is a party or by which the Purchaser is bound, which
default might have consequences that would, in the Purchaser's reasonable and
good faith judgment, materially and adversely affect the condition (financial or
other) or operations of the Purchaser or its properties or have consequences
that would materially and adversely affect its performance hereunder.
(d) The Purchaser is not a party to or bound by any agreement or
instrument or subject to any certificate of incorporation, bylaws or any other
corporate restriction or any judgment, order, writ, injunction, decree, law or
regulation that would, in the Purchaser's reasonable and good faith judgment,
materially and adversely affect the ability of the Purchaser to perform its
obligations under this Agreement or that requires the consent of any third
person to the execution of this Agreement or the performance by the Purchaser of
its obligations under this Agreement (except to the extent such consent has been
obtained).
(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.
14
(h) The Purchaser is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,
municipal or other governmental agency or body, which default might have
consequences that would, in the Purchaser's reasonable and good faith judgment,
materially and adversely affect the condition (financial or other) or operations
of the Purchaser or its properties or might have consequences that would
materially and adversely affect its performance hereunder.
SECTION 5. Closing. The closing of the sale of the Mortgage
Loans (the "Closing") shall be held at the offices of Sidley Austin LLP on the
Closing Date. The Closing shall be subject to each of the following conditions:
(a) All of the representations and warranties of the Seller set
forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of
the representations and warranties of the Purchaser set forth in Section 4 of
this Agreement shall be true and correct in all material respects as of the
Closing Date;
(b) All documents specified in Section 6 of this Agreement (the
"Closing Documents"), in such forms as are agreed upon and acceptable to the
Purchaser, the Seller, the Underwriters and their respective counsel in their
reasonable discretion, shall be duly executed and delivered by all signatories
as required pursuant to the respective terms thereof;
(c) The Seller shall have delivered and released to the Trustee
(or a Custodian on its behalf) and the applicable Master Servicer, respectively,
all documents represented to have been or required to be delivered to the
Trustee and such Master Servicer pursuant to Section 2 of this Agreement;
(d) All other terms and conditions of this Agreement required to
be complied with on or before the Closing Date shall have been complied with in
all material respects and the Seller and the Purchaser shall have the ability to
comply with all terms and conditions and perform all duties and obligations
required to be complied with or performed after the Closing Date;
(e) The Seller shall have paid all fees and expenses payable by
it to the Purchaser or otherwise pursuant to this Agreement as of the Closing
Date;
(f) One or more letters from the independent accounting firm of
Ernst & Young LLP, in form satisfactory to the Purchaser and relating to certain
information regarding the Mortgage Loans and Certificates as set forth in the
Prospectus (as defined in Section 6(d) of this Agreement) and Prospectus
Supplement (as defined in Section 6(d) of this Agreement), respectively, shall
have been delivered; and
(g) The Seller shall have executed and delivered concurrently
herewith that certain Indemnification Agreement, dated as of December 1, 2006,
among the Seller, Countrywide Commercial Real Estate Finance, Inc., IXIS Real
Estate Capital, Inc. and PNC Bank, National Association, the Purchaser, the
Underwriters and the Initial Purchasers. Both parties agree to use their best
reasonable efforts to perform their respective obligations hereunder in a manner
that will enable the Purchaser to purchase the Mortgage Loans on the Closing
Date.
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SECTION 6. Closing Documents. The Closing Documents shall consist
of the following:
(a) (i) This Agreement duly executed by the Purchaser and the
Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties
thereto and (iii) the agreement(s) pursuant to which the servicing rights with
respect to the Mortgage Loans are being sold to the applicable Master Servicer
(such agreement(s), individually or collectively, as the case may be, "Servicing
Rights Purchase Agreement");
(b) An officer's certificate of the Seller, executed by a duly
authorized officer of the Seller and dated the Closing Date, and upon which the
Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect
that: (i) the representations and warranties of the Seller in this Agreement are
true and correct in all material respects at and as of the Closing Date with the
same effect as if made on such date; and (ii) the Seller has, in all material
respects, complied with all the agreements and satisfied all the conditions on
its part that are required under this Agreement to be performed or satisfied at
or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller
(signed in his/her capacity as an officer), dated the Closing Date, and upon
which the Purchaser may rely, to the effect that each individual who, as an
officer or representative of the Seller, signed this Agreement, the
Indemnification Agreement or any other document or certificate delivered on or
before the Closing Date in connection with the transactions contemplated herein
or therein, was at the respective times of such signing and delivery, and is as
of the Closing Date, duly elected or appointed, qualified and acting as such
officer or representative, and the signatures of such persons appearing on such
documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller
(signed in his/her capacity as an officer), dated the Closing Date, and upon
which the Purchaser, the Underwriters and Initial Purchasers may rely, to the
effect that (i) such officer has carefully examined the Specified Portions (as
defined below) of the Free Writing Prospectus and nothing has come to his/her
attention that leads him/her to believe that the Specified Portions of the Free
Writing Prospectus, as of the Time of Sale or as of the Closing Date, included
or include any untrue statement of a material fact relating to the Mortgage
Loans or omitted or omit to state therein a material fact necessary in order to
make the statements therein relating to the Mortgage Loans, in light of the
circumstances under which they were made, not misleading, (ii) such officer has
carefully examined the Specified Portions (as defined below) of the Prospectus
Supplement and nothing has come to his/her attention that leads him/her to
believe that the Specified Portions of the Prospectus Supplement, as of the date
of the Prospectus Supplement or as of the Closing Date, included or include any
untrue statement of a material fact relating to the Mortgage Loans or omitted or
omit to state therein a material fact necessary in order to make the statements
therein relating to the Mortgage Loans, in light of the circumstances under
which they were made, not misleading, and (iii) such officer has carefully
examined the Specified Portions (as defined below) of the Memorandum (pursuant
to which certain classes of the Private Certificates are being privately
offered) and nothing has come to his/her attention that leads him/her to believe
that the Specified Portions of the Memorandum, as of the date thereof or as of
the Closing Date, included or include any untrue statement of a material fact
relating to the Mortgage Loans or omitted or omit to state therein a material
fact necessary in order to make the
16
statements therein related to the Mortgage Loans, in the light of the
circumstances under which they were made, not misleading.
The "Specified Portions" of each of the Free Writing Prospectuses
shall consist of Annex A-1 to such Free Writing Prospectus, entitled "Certain
Characteristics of the Mortgage Loans" (insofar as the information contained in
Annex A-1 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-2
to such Free Writing Prospectus, entitled "Certain Statistical Information
Regarding the Mortgage Loans" (insofar as the information contained in Annex A-2
relates to the Mortgage Loans sold by the Seller hereunder), Annex A-3 to such
Free Writing Prospectus, entitled "Sonic Automotive II Amortization Schedule",
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 such
Free Writing Prospectus, entitled "Structural and Collateral Term Sheet"
(insofar as the information contained in Annex C relates to the Mortgage Loans
sold by the Seller hereunder), the CD-ROM which accompanies such Free Writing
Prospectus (insofar as such CD-ROM is consistent with Annex X-0, Xxxxx X-0
and/or Annex B), and the following sections of such Free Writing Prospectus
(only to the extent that any such information relates to the Seller or the
Mortgage Loans sold by the Seller hereunder and exclusive of any statements in
such sections that purport to describe the servicing and administration
provisions of the Pooling and Servicing Agreement and exclusive of aggregated
numerical information that includes the Other Mortgage Loans): "Summary of
Offering Prospectus--Relevant Parties--Sponsors/Mortgage Loan Sellers", "Summary
of Offering Prospectus--The Mortgage Loans and the Mortgaged Real Properties",
"Risk Factors--Risks Related to the Mortgage Loans", "Description of the
Mortgage Pool" and "Transaction Participants--The Sponsors" and "Affiliations
and Certain Relationships and Related Transactions".
The "Specified Portions" of the Prospectus Supplement shall consist
of Annex A-1 to the Prospectus Supplement, entitled "Certain Characteristics of
the Mortgage Loans" (insofar as the information contained in Annex A-1 relates
to the Mortgage Loans sold by the Seller hereunder), Annex A-2 to the Prospectus
Supplement, entitled "Certain Statistical Information Regarding the Mortgage
Loans" (insofar as the information contained in Annex A-2 relates to the
Mortgage Loans sold by the Seller hereunder), Annex A-3 to the Prospectus
Supplement, entitled "Sonic Automative II Amortization Schedule", Annex A-5 to
the Prospectus Supplement, entitled "Elm Ridge Center Amortization Schedule",]
Annex B to the Prospectus Supplement entitled "Certain Characteristics Regarding
Multifamily Properties" (insofar as the information contained in Annex B relates
to the Mortgage Loans sold by the Seller hereunder), Annex C to the Prospectus
Supplement, entitled "Description of the Ten Largest Mortgage Loans and/or
Groups of Cross-Collateralized Mortgage Loans" (insofar as the information
contained in Annex C relates to the Mortgage Loans sold by the Seller
hereunder), the CD-ROM which accompanies the Prospectus Supplement (insofar as
such CD-ROM is consistent with Annex X-0, Xxxxx X-0 and/or Annex B), and the
following sections of the Prospectus Supplement (only to the extent that any
such information relates to the Seller or the Mortgage Loans sold by the Seller
hereunder and exclusive of any statements in such sections that purport to
describe the servicing and administration provisions of the Pooling and
Servicing Agreement and exclusive of aggregated numerical information that
includes the Other Mortgage Loans): "Summary of Prospectus Supplement--Relevant
Parties--Sponsors/Mortgage Loan Sellers", "Summary of Prospectus Supplement--The
Mortgage Loans and the Mortgaged Real
17
Properties", "Risk Factors--Risks Related to the Mortgage Loans", "Description
of the Mortgage Pool" and "Transaction Participants--The Sponsors" and
"Affiliations and Certain Relationships and Related Transactions".
The "Specified Portions" of the Memorandum shall consist of the
Specified Portions of the Prospectus Supplement (as attached as an exhibit to
the Memorandum).
For purposes of this Section 6(d) and this Agreement, the following
terms have the meanings set forth below:
"Free Writing Prospectus" means each of the Offering Prospectus
dated November 20, 2006 and relating to the Publicly-Offered Certificates, as
supplemented and amended by the Offering Prospectus dated November 28, 2006, and
relating to the Publicly-Offered Certificates;
"Memorandum" means the confidential Private Placement Memorandum
dated December 1, 2006, and relating to the Private Certificates;
"Prospectus" means the prospectus dated September 13, 2006.
"Prospectus Supplement" means the prospectus supplement dated
December 1, 2006, that supplements the Prospectus and relates to the
Publicly-Offered Certificates; and
"Time of Sale" means December 1, 2006, at 12:30 p.m.
(e) Each of: (i) the resolutions of the Seller's board of
directors or a committee thereof authorizing the Seller's entering into the
transactions contemplated by this Agreement, (ii) the certificate of
incorporation and bylaws of the Seller, and (iii) an original or a copy of 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 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.
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SECTION 8. Grant of a Security Interest. It is the express intent
of the parties hereto that the conveyance of the Mortgage Loans by the Seller to
the Purchaser as provided in Section 2 of this Agreement be, and be construed
as, a sale of the Mortgage Loans by the Seller to the Purchaser and not as a
pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or
other obligation of the Seller. However, if, notwithstanding the aforementioned
intent of the parties, the Mortgage Loans are held to be property of the Seller,
then, (a) it is the express intent of the parties that such conveyance be deemed
a pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt
or other obligation of the Seller, and (b) (i) this Agreement shall also be
deemed to be a security agreement within the meaning of Article 9 of the UCC of
the applicable jurisdiction; (ii) the conveyance provided for in Section 2 of
this Agreement shall be deemed to be a grant by the Seller to the Purchaser of a
security interest in all of the Seller's right, title and interest in and to the
Mortgage Loans, and all amounts payable to the holder of the Mortgage Loans in
accordance with the terms thereof, and all proceeds of the conversion, voluntary
or involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation, all amounts, other than investment
earnings (other than investment earnings required by Section 3.19(a) of the
Pooling and Servicing Agreement to offset Prepayment Interest Shortfalls), from
time to time held or invested in the applicable Master Servicer's Collection
Account, the Distribution Account or, if established, the REO Account whether in
the form of cash, instruments, securities or other property; (iii) the
assignment to the Trustee of the interest of the Purchaser as contemplated by
Section 1 of this Agreement shall be deemed to be an assignment of any security
interest created hereunder; (iv) the possession by the Trustee or any of its
agents, including, without limitation, the Custodian, of the Mortgage Notes, and
such other items of property as constitute instruments, money, negotiable
documents or chattel paper shall be deemed to be possession by the secured party
for purposes of perfecting the security interest pursuant to Section 9-313 of
the UCC of the applicable jurisdiction; and (v) notifications to persons (other
than the Trustee) holding such property, and acknowledgments, receipts or
confirmations from persons (other than the Trustee) holding such property, shall
be deemed notifications to, or acknowledgments, receipts or confirmations from,
financial intermediaries, bailees or agents (as applicable) of the secured party
for the purpose of perfecting such security interest under applicable law. The
Seller and the Purchaser shall, to the extent consistent with this Agreement,
take such actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans, such security
interest would be deemed to be a perfected security interest of first priority
under applicable law and will be maintained as such throughout the term of this
Agreement and the Pooling and Servicing Agreement. The Seller does hereby
consent to the filing by the Purchaser of financing statements relating to the
transactions contemplated hereby without the signature of the Seller.
SECTION 9. Notice of Exchange Act Reportable Events. The Seller
hereby agrees to deliver to the Purchaser any disclosure information relating to
any event, specifically relating to the Seller, reasonably determined in good
faith by the Purchaser as required to be reported on Form 8-K, Form 10-D or Form
10-K by the Trust Fund (in formatting reasonably appropriate for inclusion in
such form) insofar as such disclosure is required under Item 1117 or 1119 of
Regulation AB or Item 1.03 to Form 8-K. The Seller shall use reasonable efforts
to deliver proposed disclosure language relating to any event, specifically
relating to the Seller, described under Item 1117 or 1119 of Regulation AB or
Item 1.03 to Form 8-K to the Purchaser as soon as reasonably practicable after
the Seller becomes aware of such event and in no event
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more than (2) business days following the occurrence of such event if such event
is reportable under Item 1.03 to Form 8-K. The obligation of the Seller to
provide the above referenced disclosure materials in any fiscal year of the
Trust will terminate upon the Trustee's filing a Form 15 with respect to the
Trust as to that fiscal year in accordance with Section 8.16 of the Pooling and
Servicing Agreement or the reporting requirements with respect to the Trust
under the Securities Exchange Act of 1934, as amended (the "1934 Act") have
otherwise automatically suspended. The Seller hereby acknowledges that the
information to be provided by it pursuant to this Section 9 will be used in the
preparation of reports meeting the reporting requirements of the Trust under
Section 13(a) and/or Section 15(d) of the 1934 Act.
SECTION 10. Notices. All notices, copies, requests, consents,
demands and other communications required hereunder shall be in writing and sent
either by certified mail (return receipt requested) or by courier service (proof
of delivery requested) to the intended recipient at the "Address for Notices"
specified for such party on Exhibit A hereto, or as to either party, at such
other address as shall be designated by such party in a notice hereunder to the
other party. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when received, in each
case given or addressed as aforesaid.
SECTION 11. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser (and by the Purchaser to the Trustee).
SECTION 12. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without 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
20
EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR
INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 15. Attorneys' Fees. If any legal action, suit or proceeding
is commenced between the Seller and the Purchaser regarding their respective
rights and obligations under this Agreement, the prevailing party shall be
entitled to recover, in addition to damages or other relief, costs and expenses,
attorneys' fees and court costs (including, without limitation, expert witness
fees). As used herein, the term "prevailing party" shall mean the party that
obtains the principal relief it has sought, whether by compromise settlement or
judgment. If the party that commenced or instituted the action, suit or
proceeding shall dismiss or discontinue it without the concurrence of the other
party, such other party shall be deemed the prevailing party.
SECTION 16. Further Assurances. The Seller and the Purchaser agree
to execute and deliver such instruments and take such further actions as the
other party may, from time to time, reasonably request in order to effectuate
the purposes and to carry out the terms of this Agreement.
SECTION 17. Successors and Assigns. The rights and obligations of
the Seller under this Agreement shall not be assigned by the Seller without the
prior written consent of the Purchaser, except that any person into which the
Seller may be merged or consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Seller is a party, or any
person succeeding to all or substantially all of the business of the Seller,
shall be the successor to the Seller hereunder. The Purchaser has the right to
assign its interest under this Agreement, in whole or in part, as may be
required to effect the purposes of the Pooling and 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.
21
SECTION 20. Knowledge. Whenever a representation or warranty or
other statement in this Agreement (including, without limitation, Schedule I
hereto) is made with respect to a Person's "knowledge," such statement refers to
such Person's employees or agents who were or are responsible for or involved
with the indicated matter and have actual knowledge of the matter in question.
SECTION 21. Cross-Collateralized Mortgage Loans. Each Crossed Loan
Group is identified on the Mortgage Loan Schedule. For purposes of reference,
the Mortgaged Property that relates or corresponds to any of the Mortgage Loans
in a Crossed Loan Group shall be the property identified in the Mortgage Loan
Schedule as corresponding thereto. The provisions of this Agreement, including,
without limitation, each of the representations and warranties set forth in
Schedule I hereto and each of the capitalized terms used herein but defined in
the Pooling and Servicing Agreement, shall be interpreted in a manner consistent
with this Section 21. In addition, if there exists with respect to any Crossed
Loan Group only one original of any document referred to in the definition of
"Mortgage File" in this Agreement and covering all the Mortgage Loans in such
Crossed Loan Group, the inclusion of the original of such document in the
Mortgage File for any of the Mortgage Loans in such Crossed Loan Group shall be
deemed an inclusion of such original in the Mortgage File for each such Mortgage
Loan.
[SIGNATURE PAGES TO FOLLOW]
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IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.
SELLER
------
XXXXXXX XXXXX MORTGAGE INVESTORS, INC.
By:
--------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President
PURCHASER
---------
XXXXXXX XXXXX MORTGAGE INVESTORS,
INC.
By:
--------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President
MLML MORTGAGE LOAN PURCHASE AGREEMENT
EXHIBIT A
Seller:
Address for Notices:
Xxxxxxx Xxxxx Mortgage Lending, Inc.,
c/o Global Commercial Real Estate
4 World Financial Center, 16th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx 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, Xxx Xxxx 00000
Attention: Director of CMBS Securitizations
with a copy to:
Xxxxxxx Xxxxx Mortgage Lending, 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
Purchaser:
Address for Notices:
Xxxxxxx Xxxxx Mortgage Investors, Inc.
c/o Global Commercial Real Estate
4 World Financial Center, 16th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxx
with a copy to:
Xxxxxxx Xxxxx Mortgage Investors, Inc.
c/o Global Commercial Real Estate
4 World Financial Center, 16th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Director of CMBS Securitizations
and
Xxxxxxx Xxxxx Mortgage Investors, Inc.
4 World Financial Center, 12th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel for Global
Commercial Real Estate in the Office
of the General Counsel
SCHEDULE I
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
For purposes of this Schedule I, the "Value" of a Mortgaged Property
shall mean the value of such Mortgaged Property as determined by the appraisal
(and subject to the assumptions set forth in the appraisal) performed in
connection with the origination of the related Mortgage Loan.
1. Mortgage Loan Schedule. The information set forth in the
Mortgage Loan Schedule with respect to the Mortgage Loans is true and correct in
all material respects (and contains all the items listed in the definition of
"Mortgage Loan Schedule") as of the dates of the information set forth therein
or, if not set forth therein, and in all events no earlier than, as of the
respective Cut-off Dates for the Mortgage Loans.
2. Ownership of Mortgage Loans. Immediately prior to the
transfer of the Mortgage Loans to the Purchaser, the Seller had good title to,
and was the sole owner of, each Mortgage Loan. The Seller has full right, power
and authority to transfer and assign each Mortgage Loan to or at the direction
of the Purchaser free and clear of any and all pledges, liens, charges, security
interests, participation interests and/or other interests and encumbrances
(except for certain servicing rights as provided in the Pooling and Servicing
Agreement, any permitted subservicing agreements and servicing rights purchase
agreements pertaining thereto and the rights of a holder of a related Non-Trust
Loan pursuant to a Loan Combination Intercreditor Agreement). The Seller has
validly and effectively conveyed to the Purchaser all legal and beneficial
interest in and to each Mortgage Loan free and clear of any pledge, lien,
charge, security interest or other encumbrance (except for certain servicing
rights as provided in the Pooling and Servicing Agreement, any permitted
subservicing agreements and servicing rights purchase agreements pertaining
thereto); provided that recording and/or filing of various transfer documents
are to be completed after the Closing Date as contemplated hereby and by the
Pooling and Servicing Agreement; 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 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 December 2006, without giving effect to any applicable
grace period, nor was any such payment
30 days or more delinquent since the date of origination of any Mortgage Loan,
without giving effect to any applicable grace period.
4. Lien; Valid Assignment. Each Mortgage related to and
delivered in connection with each Mortgage Loan constitutes a valid and, subject
to the limitations and exceptions set forth in representation 13 below,
enforceable first priority lien upon the related Mortgaged Property, prior to
all other liens and encumbrances, and there are no liens and/or encumbrances
that are pari passu with the lien of such Mortgage, in any event subject,
however, to the following (collectively, the "Permitted Encumbrances"): (a) the
lien for current real estate taxes, ground rents, water charges, sewer rents and
assessments not yet delinquent or accruing interest or penalties; (b) covenants,
conditions and restrictions, rights of way, easements and other matters that are
of public record and/or are referred to in the related lender's title insurance
policy (or, if not yet issued, referred to in a pro forma title policy or a
"marked-up" commitment binding upon the title insurer); (c) exceptions and
exclusions specifically referred to in such lender's title insurance policy (or,
if not yet issued, referred to in a pro forma title policy or "marked-up"
commitment binding upon the title insurer); (d) other matters to which like
properties are commonly subject; (e) the rights of tenants (as tenants only)
under leases (including subleases) pertaining to the related Mortgaged Property;
(f) if such Mortgage Loan constitutes a Cross-Collateralized Mortgage Loan, the
lien of the Mortgage for another Mortgage Loan contained in the same Crossed
Group; (g) if the related Mortgaged Property consists of one or more units in a
condominium, the related condominium declaration; and (h) the rights of the
holder of any Non-Trust Loan that is part of a related Loan Combination to which
any such Mortgage Loan belongs. The Permitted Encumbrances do not, individually
or in the aggregate, materially interfere with the security intended to be
provided by the related Mortgage, the current principal use of the related
Mortgaged Property, the Value of the Mortgaged Property or the current ability
of the related Mortgaged Property to generate income sufficient to service such
Mortgage Loan. The related assignment of such Mortgage executed and delivered in
favor of the Trustee is in recordable form (but for insertion of the name and
address of the assignee and any related recording information which is not yet
available to the Seller) and constitutes a legal, valid, binding and, subject to
the limitations and exceptions set forth in representation 13 below, enforceable
assignment of such Mortgage from the relevant assignor to the Trustee 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
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
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certain obligations of the lessor under the relevant lease or leases, including,
without limitation, the right to operate the related leased property so long as
no event of default has occurred under such Mortgage Loan; and each assignor
thereunder has the full right to assign the same. The related assignment of any
Assignment of Leases not included in a Mortgage, executed and delivered in favor
of the Trustee is in recordable form (but for insertion of the name and address
of the assignee and any related recording information which is not yet available
to the Seller), and constitutes a legal, valid, binding and, subject to the
limitations and exceptions set forth in representation 13 below, enforceable
assignment of such Assignment of Leases from the relevant assignor to the
Trustee; 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 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, (b) neither the related
Mortgaged Property nor any material portion thereof has been released from the
lien of such Mortgage and (c) the related Mortgagor has not been released from
its obligations under such Mortgage, in whole or in material part. With respect
to each Mortgage Loan, since the later of (a) November 20, 2006 and (b) the
closing date of such Mortgage Loan, the Seller has not executed any written
instrument that (i) impaired, satisfied, canceled, subordinated or rescinded
such Mortgage Loan, (ii) waived, modified or altered any material term of such
Mortgage Loan, (iii) released the Mortgaged Property or any material portion
thereof from the lien of the related Mortgage, or (iv) released the related
Mortgagor from its obligations under such Mortgage Loan in whole or material
part. For avoidance of doubt, the preceding sentence does not relate to any
release of escrows by the Seller or a servicer on its behalf.
7. Condition of Property; Condemnation. In the case of each
Mortgage Loan, except as set forth in an engineering report prepared by an
independent engineering consultant in connection with the origination of such
Mortgage Loan, the related Mortgaged Property is, to the Seller's knowledge, in
good repair and free and clear of any damage that would materially and adversely
affect its value as security for such Mortgage Loan (except in any such case
where an escrow of funds, letter of credit or insurance coverage exists
sufficient to effect the necessary repairs and maintenance). As of the date of
origination of the Mortgage Loan, there was no proceeding pending for the
condemnation of all or any material part of the
I-3
related Mortgaged Property. As of the Closing Date, the Seller has not received
notice and has no knowledge of any proceeding pending for the condemnation of
all or any material portion of the Mortgaged Property securing any Mortgage
Loan. As of the date of origination of each Mortgage Loan and, to the Seller's
knowledge, as of the date hereof, (a) none of the material improvements on the
related Mortgaged Property encroach upon the boundaries and, to the extent in
effect at the time of construction, do not encroach upon the building
restriction lines of such property, and none of the material improvements on the
related Mortgaged Property encroached over any easements, except, in each case,
for encroachments that are insured against by the lender's title insurance
policy referred to in representation 8 below or that do not materially and
adversely affect the Value or current use of such Mortgaged Property and (b) no
improvements on adjoining properties encroached upon such Mortgaged Property so
as to materially and adversely affect the Value of such Mortgaged Property,
except those encroachments that are insured against by the lender's title
insurance policy referred to in representation 8 below.
8. Title Insurance. Each Mortgaged Property securing a
Mortgage Loan is covered by an American Land Title Association (or an equivalent
form of) lender's title insurance policy (the "Title Policy") (or, if such
policy has yet to be issued, by a pro forma policy or a "marked up" commitment
binding on the title insurer) in the original principal amount of such Mortgage
Loan after all advances of principal, insuring that the related Mortgage is a
valid first priority lien on such Mortgaged Property, subject only to the
Permitted Encumbrances, except that in the case of a Mortgage Loan as to which
the related Mortgaged Property is made up of more than one parcel of property,
each of which is secured by a separate Mortgage, such Mortgage (and therefore
the related Title Policy) may be in an amount less than the original principal
amount of the Mortgage Loan, but is not less than the allocated amount of
subject parcel constituting a portion of the related Mortgaged Property. Such
Title Policy (or, if it has yet to be issued, the coverage to be provided
thereby) is in full force and effect, all premiums thereon have been paid, no
material claims have been made thereunder and no claims have been paid
thereunder. No holder of the related Mortgage has done, by act or omission,
anything that would materially impair the coverage under such Title Policy.
Immediately following the transfer and assignment of the related Mortgage Loan
to the Trustee, such Title Policy (or, if it has yet to be issued, the coverage
to be provided thereby) inures to the benefit of the Trustee as sole insured
without the consent of or notice to the insurer. Such Title Policy contains no
exclusion for whether, or it affirmatively insures (unless the related Mortgaged
Property is located in a jurisdiction where such affirmative insurance is not
available) that, (a) the related Mortgaged Property has access to a public road,
and (b) the area shown on the survey, if any, reviewed or prepared in connection
with the origination of the related Mortgage Loan is the same as the property
legally described in the related Mortgage.
9. No Holdback. The proceeds of each Mortgage Loan have been
fully disbursed (except in those cases where the full amount of the Mortgage
Loan has been disbursed but a portion thereof is being held in escrow or reserve
accounts documented as part of the Mortgage Loan documents and the rights to
which are transferred to the Trustee (in the case of the Park La Brea Apartments
Trust Mortgage Loan, subject to the rights of the JP Series 2006-LDP8 Trustee),
pending the satisfaction of certain conditions relating to leasing, repairs or
other matters with respect to the related Mortgaged Property), and there is no
obligation for future advances with respect thereto.
I-4
10. Mortgage Provisions. The Mortgage Loan documents for each
Mortgage Loan, together with applicable state law, contain customary and,
subject to the limitations and exceptions set forth in representation 13 below,
enforceable provisions such as to render the rights and remedies of the holder
thereof adequate for the practical realization against the related Mortgaged
Property of the principal benefits of the security intended to be provided
thereby, including, without limitation, judicial or non-judicial foreclosure or
similar proceedings (as applicable for the jurisdiction where the related
Mortgaged Property is located). None of the Mortgage Loan documents contains any
provision that expressly excuses the related Mortgagor from obtaining and
maintaining insurance coverage for acts of terrorism.
11. Trustee under Deed of Trust. If the Mortgage for any
Mortgage Loan is a deed of trust, then (a) a trustee, duly qualified under
applicable law to serve as such, has either been properly designated and
currently so serves or may be substituted in accordance with the Mortgage and
applicable law, and (b) no fees or expenses are or will become payable to such
trustee by the Seller, the Purchaser or any transferee thereof except in
connection with a trustee's sale after default by the related Mortgagor or in
connection with any full or partial release of the related Mortgaged Property or
related security for such Mortgage Loan.
12. Environmental Conditions. Except in the case of the
Mortgaged Properties identified on Annex B hereto (as to which properties the
only environmental investigation conducted in connection with the origination of
the related Mortgage Loan related to asbestos-containing materials and
lead-based paint), (a) an environmental site assessment meeting ASTM standards
and covering all environmental hazards typically assessed for similar properties
including use, type and tenants of the related Mortgaged Property, a transaction
screen meeting ASTM standards or an update of a previously conducted
environmental site assessment (which update may have been performed pursuant to
a database update), was performed by an independent third-party environmental
consultant (licensed to the extent required by applicable state law) with
respect to each Mortgaged Property securing a Mortgage Loan in connection with
the origination of such Mortgage Loan, (b) the report of each such assessment,
update or screen, if any (an "Environmental Report"), is dated no earlier than
(or, alternatively, has been updated within) twelve (12) months prior to the
date hereof, (c) a copy of each such Environmental Report has been delivered to
the Purchaser, and (d) either: (i) no such Environmental Report, if any, reveals
that as of the date of the report there is a material violation of applicable
environmental laws with respect to any known circumstances or conditions
relating to the related 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
I-5
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
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whether such enforcement is considered in a proceeding in equity or at law) and
(iii) public policy considerations underlying applicable securities laws, to the
extent that such public policy considerations limit the enforceability of
provisions that purport to provide indemnification from liabilities under
applicable securities laws, and except that certain provisions in such loan
documents may be further limited or rendered unenforceable by applicable law,
but (subject to the limitations set forth in the foregoing clauses (i) and (ii))
such limitations or unenforceability will not render such loan documents invalid
as a whole or substantially interfere with the mortgagee's realization of the
principal benefits and/or security provided thereby. There is no valid defense,
counterclaim or right of offset or rescission available to the related Mortgagor
with respect to such Mortgage Note, Mortgage or other agreements that would deny
the mortgagee the principal benefits intended to be provided thereby, except in
each case, with respect to the enforceability of any provisions requiring the
payment of default interest, late fees, additional interest, prepayment premiums
or yield maintenance charges.
14. Insurance. Except in certain cases where tenants, having a
net worth of at least $50,000,000 or an investment grade credit rating (and, if
rated by Fitch, a credit rating of at least "A-" by Fitch) and obligated to
maintain the insurance described in this paragraph, are allowed to self-insure
the related Mortgaged Properties, all improvements upon each Mortgaged Property
securing a Mortgage Loan are insured under a fire and extended perils insurance
(or the equivalent) policy, in an amount at least equal to the lesser of the
outstanding principal balance of such Mortgage Loan and 100% of the full
insurable replacement cost of the improvements located on the related Mortgaged
Property, and if applicable, the related hazard insurance policy contains
appropriate endorsements to avoid the application of co-insurance and does not
permit reduction in insurance proceeds for depreciation. Each Mortgaged Property
is also covered by comprehensive general liability insurance in amounts
customarily required by prudent commercial mortgage lenders for properties of
similar types. Each Mortgaged Property securing a Mortgage Loan is the subject
of a business interruption or rent loss insurance policy providing coverage for
at least twelve (12) months (or a specified dollar amount which is reasonably
estimated to cover no less than twelve (12) months of rental income), unless
such Mortgaged Property constitutes a manufactured housing community. If any
portion of the improvements on a Mortgaged Property securing any Mortgage Loan
was, at the time of the origination of such Mortgage Loan, in an area identified
in the Federal Register by the Flood Emergency Management Agency as a special
flood hazard area (Zone A or Zone V), and flood insurance was available, a flood
insurance policy is in effect with a generally acceptable insurance carrier, in
an amount representing coverage not less than the least of: (1) the minimum
amount required, under the terms of coverage, to compensate for any damage or
loss on a replacement basis, (2) the outstanding principal balance of such
Mortgage Loan, and (3) the maximum amount of insurance available under the
applicable federal flood insurance program. Each Mortgaged Property located in
California or in seismic zones 3 and 4 is covered by seismic insurance to the
extent such Mortgaged Property has a probable maximum loss of greater than
twenty percent (20%) of the replacement value of the related improvements,
calculated using methodology acceptable to a reasonably prudent commercial
mortgage lender with respect to similar properties in the same area or
earthquake zone. Each Mortgaged Property located within Florida or within 25
miles of the coast of North Carolina, South Carolina, Georgia, Alabama,
Mississippi, Louisiana or Texas is insured by windstorm insurance in an amount
at least equal to the lesser of (i) the outstanding principal balance of the
related Mortgage Loan and (ii) 100% of the insurable replacement cost of the
improvements located on such Mortgaged Property (less physical
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depreciation). All such hazard and flood insurance policies contain a standard
mortgagee clause for the benefit of the holder of the related Mortgage, its
successors and assigns, as mortgagee, and are not terminable (nor may the amount
of coverage provided thereunder be reduced) without at least 10 days' prior
written notice to the mortgagee; and no such notice has been received, including
any notice of nonpayment of premiums, that has not been cured. Additionally, for
any Mortgage Loan having a Cut-off Date Balance equal to or greater than
$20,000,000, the insurer for all of the required coverages set forth herein has
a claims paying ability or financial strength rating from S&P or Xxxxx'x of not
less than A-minus (or the equivalent), or from A.M. Best Company of not less
than "A-minus: V" (or the equivalent) and, if rated by Fitch, of not less than
"A-" from Fitch (or the equivalent). With respect to each Mortgage Loan, the
related Mortgage Loan documents require that the related Mortgagor or a tenant
of such Mortgagor maintain insurance as described above or permit the related
mortgagee to require insurance as described above. Except under circumstances
that would be reasonably acceptable to a prudent commercial mortgage lender or
that would not otherwise materially and adversely affect the security intended
to be provided by the related Mortgage, the Mortgage Loan documents for each
Mortgage Loan provide that proceeds paid under any such casualty insurance
policy will (or, at the lender's option, will) be applied either to the repair
or restoration of all or part of the related Mortgaged Property or to the
payment of amounts due under such Mortgage Loan; provided that the related
Mortgage Loan documents may entitle the related Mortgagor to any portion of such
proceeds remaining after the repair or restoration of the related 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
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compliance with applicable zoning laws and ordinances or constitute a legal
non-conforming use or structure (or, if any such improvement does not so comply
and does not constitute a legal non-conforming use or structure, such
non-compliance and failure does not materially and adversely affect the Value of
the related Mortgaged Property). In the case of each legal non-conforming use or
structure, the related Mortgaged Property may be restored or repaired to the
full extent of the use or structure at the time of such casualty or law and
ordinance coverage has been obtained in an amount that would be required by
prudent commercial mortgage lenders (or, if the related Mortgaged Property may
not be restored or repaired to the full extent of the use or structure at the
time of such casualty and law and ordinance coverage has not been obtained in an
amount that would be required by prudent commercial mortgage lenders, such fact
does not materially and adversely affect the Value of the related Mortgaged
Property).
18. Leasehold Estate. If any Mortgage Loan is secured by the
interest of a Mortgagor as a lessee under a ground lease of all or a material
portion of a Mortgaged Property (together with any and all written amendments
and modifications thereof and any and all estoppels from or other agreements
with the ground lessor, a "Ground Lease"), but not by the related fee interest
in such Mortgaged Property or such material portion thereof (the "Fee
Interest"), then:
(i) such Ground Lease or a memorandum thereof has been or will
be duly recorded; such Ground Lease permits the interest of the lessee
thereunder to be encumbered by the related Mortgage; and there has been no
material change in the terms of such Ground Lease since its recordation,
with the exception of material changes reflected in written instruments
which are a part of the related Mortgage File; and if required by such
Ground Lease, the lessor thereunder has received notice of the lien of the
related Mortgage in accordance with the provisions of such Ground Lease;
(ii) the related lessee's leasehold interest in the portion of
the related Mortgaged Property covered by such Ground Lease is not subject
to any liens or encumbrances superior to, or of equal priority with, the
related Mortgage, other than the related Fee Interest and Permitted
Encumbrances;
(iii) upon foreclosure of such Mortgage Loan (or acceptance of a
deed in lieu thereof), the Mortgagor's interest in such Ground Lease is
assignable to, and is thereafter further assignable by, the Purchaser upon
notice to, but without the consent of, the lessor 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;
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(vi) the mortgagee under such Mortgage Loan is permitted a
reasonable opportunity (including, where necessary, sufficient time to
gain possession of the interest of the lessee under such Ground Lease) to
cure any default under such Ground Lease, which is curable after the
receipt of notice of any such default, before the lessor thereunder may
terminate such Ground Lease;
(vii) such Ground Lease either (i) has an original term which
extends not less than twenty (20) years beyond the Stated Maturity Date of
such Mortgage Loan, or (ii) has an original term which does not end prior
to the 5th anniversary of the Stated Maturity Date of such Mortgage Loan
and has extension options that are exercisable by the lender upon its
taking possession of the Mortgagor's leasehold interest and that, if
exercised, would cause the term of such Ground Lease to extend not less
than twenty (20) years beyond the Stated Maturity Date of such Mortgage
Loan;
(viii) such Ground Lease requires the lessor to enter into a new
lease with a mortgagee upon termination of such Ground Lease for any
reason, including as a result of a rejection of such Ground Lease in a
bankruptcy proceeding involving the related Mortgagor, unless the
mortgagee under such Mortgage Loan fails to cure a default of the lessee
that is susceptible to cure by the mortgagee under such Ground Lease
following notice thereof from the lessor;
(ix) under the terms of such Ground Lease and the related
Mortgage or related Mortgage Loan documents, taken together, any related
casualty insurance proceeds (other than de minimis amounts for minor
casualties) with respect to the leasehold interest will be applied either
(i) to the repair or restoration of all or part of the related Mortgaged
Property, with the mortgagee or a trustee appointed by it having the right
to hold and disburse such proceeds as the repair or restoration progresses
(except in such cases where a provision entitling another party to hold
and disburse such proceeds would not be viewed as commercially
unreasonable by a prudent commercial mortgage lender), or (ii) to the
payment of the outstanding principal balance of the Mortgage Loan together
with any accrued interest thereon;
(x) such Ground Lease does not impose any restrictions on
subletting which would be viewed as commercially unreasonable by a prudent
commercial mortgage 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).
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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) a
portion of the cash flow generated by such Mortgaged Property will be applied
each month to pay down the principal balance thereof in addition to the
principal portion of the related monthly payment.
22. Legal Proceedings. To the Seller's knowledge, there are no
pending actions, suits, proceedings or governmental investigations by or before
any court or governmental authority against or affecting the Mortgagor under any
Mortgage Loan or the related Mortgaged Property that, if determined adversely to
such Mortgagor or Mortgaged Property, would materially and adversely affect the
value of the Mortgaged Property as security for such Mortgage Loan or the
current ability of the Mortgagor to pay principal, interest or any other amounts
due under such Mortgage Loan.
23. Other Mortgage Liens. None of the Mortgage Loans permits
the related Mortgaged Property to be encumbered by any mortgage lien junior to
or of equal priority with the lien of the related Mortgage without the prior
written consent of the holder thereof or the satisfaction of debt service
coverage or similar criteria specified therein. To the Seller's knowledge,
except for cases involving other Mortgage Loans, none of the Mortgaged
Properties securing the Mortgage Loans is encumbered by any mortgage liens
junior to or of equal priority with the liens of the related Mortgage. The
related Mortgage Loan documents require the Mortgagor under each Mortgage Loan
to pay all reasonable costs and expenses related to any required consent to an
encumbrance, including any applicable Rating Agency fees, or would permit the
related mortgagee to withhold such consent if such costs and expenses are not
paid by a party other than such mortgagee.
24. No Mechanics' Liens. As of the date of origination, each
Mortgaged Property securing a Mortgage Loan (exclusive of any related personal
property) was free and
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clear of any and all mechanics' and materialmen's liens that were prior or equal
to the lien of the related Mortgage and that were not bonded or escrowed for or
covered by title insurance. As of the Closing Date, to the Seller's knowledge:
(i) each Mortgaged Property securing a Mortgage Loan (exclusive of any related
personal property) is free and clear of any and all mechanics' and materialmen's
liens that are prior or equal to the lien of the related Mortgage and that are
not bonded or escrowed for or covered by title insurance, and (ii) no rights are
outstanding that under law could give rise to any such lien that would be prior
or equal to the lien of the related Mortgage and that is not bonded or escrowed
for or covered by title insurance.
25. Compliance. Each Mortgage Loan complied with, or was exempt
from, all applicable usury laws in effect at its date of origination.
26. Licenses and Permits. To the Seller's knowledge, as of the
date of origination of each Mortgage Loan and based on any of: (i) a letter from
governmental authorities, (ii) a legal opinion, (iii) an endorsement to the
related Title Policy, (iv) a representation of the related Mortgagor at the time
of origination of such Mortgage Loan, (v) a zoning report from a zoning
consultant, or (vi) other due diligence that a commercially reasonable
originator of similar mortgage loans in the jurisdiction where the related
Mortgaged Property is located customarily performs in the origination of
comparable mortgage loans, the related Mortgagor, the related lessee, franchise
or operator was in possession of all material licenses, permits and franchises
required by applicable law for the ownership and operation of the related
Mortgaged Property as it was then operated or such material licenses, permits
and franchises have otherwise been issued.
27. Cross-Collateralization. No Mortgage Loan is
cross-collateralized with any loan which is outside the Mortgage Pool. With
respect to any group of cross-collateralized Mortgage Loans, the sum of the
amounts of the respective Mortgages recorded on the related Mortgaged Properties
with respect to such Mortgage Loans is at least equal to the total amount of
such Mortgage Loans.
28. Releases of Mortgaged Properties. No Mortgage Note or
Mortgage requires the mortgagee to release all or any material portion of the
related Mortgaged Property from the lien of the related Mortgage except upon (i)
payment in full of all amounts due under the related Mortgage Loan or (ii)
delivery of "government securities" within the meaning of Section 2(a)(16) of
the Investment Company Act of 1940, as amended (the "Investment Company Act"),
in connection with a defeasance of the related Mortgage Loan; provided that the
Mortgage Loans that are Crossed Loans, and the other individual Mortgage Loans
secured by multiple parcels, may require the respective mortgagee(s) to grant
releases of portions of the related Mortgaged Property or the release of one or
more related Mortgaged Properties upon (i) the satisfaction of certain legal and
underwriting requirements or (ii) the payment of a release price in connection
therewith; and provided, further, that certain Crossed Groups or individual
Mortgage Loans secured by multiple parcels may permit the related Mortgagor to
obtain the release of one or more of the related Mortgaged Properties by
substituting comparable real estate property, subject to, among other conditions
precedent, receipt of confirmation from each Rating Agency that such release and
substitution will not result in a qualification, downgrade or withdrawal of any
of its then-current ratings of the Certificates; and provided, further, that any
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Mortgage Loan may permit the unconditional release of one or more unimproved
parcels of land to which the Seller did not give any material value in
underwriting the Mortgage Loan.
29. Defeasance. Each Mortgage Loan that contains a provision for
any defeasance of mortgage collateral permits defeasance (i) no earlier than two
years following the Closing Date and (ii) only with substitute collateral
constituting "government securities" within the meaning of Section 2(a)(16) of
the Investment Company Act. To the Seller's knowledge, the provisions of each
such Mortgage Loan, if any, permitting defeasance are only for the purpose of
facilitating the disposition of a Mortgaged Property and are not part of an
arrangement to collateralize a REMIC offering with obligations that are not real
estate mortgages.
30. Defeasance and Assumption Costs. If any Mortgage Loan
permits defeasance, then the related Mortgage Loan documents provide that the
related Mortgagor is responsible for the payment of all reasonable costs and
expenses associated with defeasance incurred by the related mortgagee, including
Rating Agency fees. If any Mortgage Loan permits assumptions, then the related
Mortgage Loan documents provide that the related Mortgagor is responsible for
all reasonable costs and expenses associated with an assumption incurred by the
related mortgagee.
31. Fixed Rate Loans. Each Mortgage Loan bears interest at a
rate that remains fixed throughout the remaining term of such Mortgage Loan,
except in the case of an ARD Loan after its Anticipated Repayment Date and
except for the imposition of a default rate.
32. Inspection. The Seller or an affiliate thereof inspected, or
caused the inspection of, the related Mortgaged Property within the preceding
twelve (12) months.
33. No Material Default. To the Seller's knowledge, after due
inquiry consistent with the inquiry a reasonably prudent commercial mortgage
lender would conduct under similar circumstances, there exists no material
default, breach, violation or event of acceleration under the Mortgage Note or
Mortgage for any Mortgage Loan (other than payments due but not yet 30 days or
more delinquent); provided, however, that this representation and warranty does
not cover any default, breach, violation or event of acceleration that pertains
to or arises out of the subject matter otherwise covered by any other
representation and warranty made by the Seller in this Schedule I.
34. Due-on-Sale. The Mortgage, Mortgage Note or loan agreement
for each Mortgage Loan contains a "due-on-sale" clause, which provides for the
acceleration of the payment of the unpaid principal balance of such Mortgage
Loan if, without the prior written consent of the holder of such Mortgage,
either the related Mortgaged Property, or any direct controlling equity interest
in the related Mortgagor, is transferred or sold, other than by reason of family
and estate planning transfers, transfers by devise or descent or by operation of
law upon death, transfers of less than a controlling interest in the Mortgagor,
transfers of shares in public companies, issuance of non-controlling new equity
interests, transfers to an affiliate meeting the requirements of the Mortgage
Loan, transfers among existing members, partners or shareholders in the
Mortgagor, transfers among affiliated Mortgagors with respect to
cross-collateralized Mortgage Loans or multi-property Mortgage Loans, transfers
among co-Mortgagors, transfers of
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worn-out or obsolete furniture, furnishings and equipment or transfers of a
similar nature to the foregoing meeting the requirements of the Mortgage Loan.
35. Single Purpose Entity. The Mortgagor on each Mortgage Loan
with a Cut-off Date Balance of $5,000,000 or more, was, as of the origination of
the Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose
Entity" shall mean an entity, other than an individual, whose organizational
documents provide substantially to the effect that it was formed or organized
solely for the purpose of owning and operating one or more of the Mortgaged
Properties securing the Mortgage Loans and prohibit it from engaging in any
business unrelated to such Mortgaged Property or Properties, and whose
organizational documents further provide, or which entity represented in the
related Mortgage Loan documents, substantially to the effect that it does not
have any material assets other than those related to its interest in and
operation of such Mortgaged Property or Properties, or any indebtedness other
than as permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person, that it holds itself out as a legal entity (separate and
apart from any other person), that it will not guarantee or assume the debts of
any other person, that it will not commingle assets with affiliates, and that it
will not transact business with affiliates (except to the extent required by any
cash management provisions of the related Mortgage Loan documents) except on an
arm's-length basis.
36. Whole Loan. Each Mortgage Loan is a whole loan and not a
participation interest in a mortgage loan.
37. Tax Parcels. Each Mortgaged Property constitutes one or more
complete separate tax lots or is subject to an endorsement under the related
Title Policy insuring same, or in certain instances an application has been made
to the applicable governing authority for creation of separate tax lots, which
shall be effective for the next tax year.
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
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Mortgaged Property, subject only to purchase money security interests, personal
property leases and security interests to secure revolving lines of credit and
similar financing; and (b) one or more UCC financing statements covering such
personal property have been filed and/or recorded (or have been sent for filing
or recording or submitted to a title company for filing or recording pursuant to
escrow instructions) wherever necessary to perfect under applicable law such
security interests (to the extent a security interest in such personal property
can be perfected by the filing or recording of a UCC financing statement under
applicable law). The related assignment of such security interest (but for
insertion of the name of the assignee and any related information which is not
yet available to the Seller) executed and delivered in favor of the Trustee
constitutes a legal, valid and, subject to the limitations and exceptions set
forth in representation 13 hereof, binding assignment thereof from the relevant
assignor to the Trustee; 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
or recording of UCC Financing Statements are required in order to effect such
perfection.
40. Prepayment Premiums and Yield Maintenance Charges.
Prepayment Premiums and Yield Maintenance Charges payable with respect to each
Mortgage Loan, if any, constitute "customary prepayment penalties" within
meaning of Treasury Regulations Section 1.860G-1(b)(2).
41. Commencement of Amortization. Unless such Mortgage Loan
provides for interest only payments prior to its Stated Maturity Date or, in the
case of an ARD Loan, prior to its Anticipated Repayment Date, each Mortgage Loan
begins to amortize prior to its Stated Maturity Date or, in the case of an ARD
Loan, prior to its Anticipated Repayment Date.
42. Servicing Rights. Except as provided in the Pooling and
Servicing Agreement, any permitted subservicing agreements and servicing rights
purchase agreements pertaining thereto, no Person has been granted or conveyed
the right to service any Mortgage Loan or receive any consideration in
connection therewith which will remain in effect after the Closing Date.
43. Recourse. The related Mortgage Loan documents contain
provisions providing for recourse against the related Mortgagor, a principal of
such Mortgagor or an entity controlled by a principal of such Mortgagor, for
damages, liabilities, expenses or claims sustained in connection with the
Mortgagor's fraud, material (or, alternatively, intentional) misrepresentation,
waste or misappropriation of any tenant security deposits (in some cases, only
after foreclosure or an action in respect thereof), rent (in some cases, only
after an event of default), insurance proceeds or condemnation awards. The
related Mortgage Loan documents contain provisions pursuant to which the related
Mortgagor, a principal of such Mortgagor or an entity controlled by a principal
of such Mortgagor, has agreed to indemnify the mortgagee for damages resulting
from violations of any applicable environmental laws.
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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, and with such other information
as may be required therein.
48. Grace Period. With respect to each Mortgage Loan, the
related Mortgage, Mortgage Note or loan agreement provides a grace period for
delinquent monthly payments no longer than 15 days from the applicable Due Date
or five (5) days from notice to the related Mortgagor of the default.
49. Disclosure to Environmental Insurer. If the Mortgaged
Property securing any Mortgage Loan identified on Annex C as being covered by a
secured creditor policy, then the Seller:
(i) has disclosed, or is aware that there has been disclosed, in
the application for such policy or otherwise to the insurer under such policy
the "pollution conditions" (as defined in such policy) identified in any
environmental reports related to such Mortgaged Property which are in the
Seller's possession or are otherwise known to the Seller; or
(ii) has delivered or caused to be delivered to the insurer under
such policy copies of all environmental reports in the Seller's possession
related to such Mortgaged Property;
in each case to the extent that the failure to make any such disclosure or
deliver any such report would materially and adversely affect the Purchaser's
ability to recover under such policy.
I-16
50. No Fraud. No fraud with respect to a Mortgage Loan has taken
place on the part of the Seller or any affiliated originator in connection with
the origination of any Mortgage Loan.
51. Servicing. The servicing and collection practices used with
respect to each Mortgage Loan in all material respects have met customary
standards utilized by prudent commercial mortgage loan servicers with respect to
whole loans.
52. Appraisal. In connection with its origination or acquisition
of each Mortgage Loan, the Seller obtained an appraisal of the related Mortgaged
Property, which appraisal is signed by an appraiser, who, to the Seller's
knowledge, had no interest, direct or indirect, in the Mortgaged Property or the
Mortgagor or in any loan made on the security thereof, and whose compensation is
not affected by the approval or disapproval of the Mortgage Loan; the appraisal,
or a letter from the appraiser, states that such appraisal satisfies the
requirements of the "Uniform Standards of Professional Appraisal Practice" as
adopted by the Appraisal Standards Board of the Appraisal Foundation, all as in
effect on the date the Mortgage Loan was originated.
53. Origination of the Mortgage Loans. The Seller originated all
of the Mortgage Loans.
I-17
ANNEX A (TO SCHEDULE I)
EXCEPTIONS TO THE REPRESENTATIONS AND WARRANTIES
Representation #2- Ownership of Mortgage Loan
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
116; 13 00-00 Xxxxxxxxx Xxxxxx; Konover The related Mortgage Loan that will be included in the trust is
Hotel Portfolio a senior loan in a multiple loan (A/B) structure comprised of
two mortgage loans, each of which is secured by the same
mortgage instrument and is cross-defaulted with the other. The
B-Note loan will not be part of the Trust Fund.
-------------------------------------------------------------------------------------------------------------------------------
Representation #4- Lien; Valid Assignment
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
89; 51; 54; 57; Sonic Automotive II; Carmax - The related Mortgage Loans are secured by one or more properties
76; 121 Xxxxxx; Carmax - Florida; Carmax - that are subject to a lease granting the respective tenant the
Dulles; Carmax - White Xxxxx, MD and right to purchase the applicable Mortgaged Property. If a tenant
Carmax - Laurel, MD elects to purchase a Mortgaged Property, the related Mortgage
Loan documents permit the release of the applicable Mortgaged
Property from the lien of the related security instrument and
the substitution of the released Mortgaged Property with one or
more commercial properties of like kind and quality subject to
the satisfaction of certain conditions in the related Mortgage
Loan documents.
-------------------------------------------------------------------------------------------------------------------------------
137 LaSalle Apartments A neighboring owner has a right of first refusal with respect to
sale of the related Mortgaged Property, the LaSalle Apartments
Loan agreement provides that. "Borrower shall not accept any
offer to purchase the Property unless such offer contains an
express agreement to assume the LaSalle Apartments Loan and be
bound by the LaSalle Apartments Loan documents pursuant to the
terms and provisions of the LaSalle Apartments Loan agreement and
the LaSalle Apartments Loan documents, as a condition to the
contemplated purchase. The Borrower is not permitted to offer or
advertise for the sale or pledge of the Mortgaged Property unless
such offer or advertisement requires an assumption of the LaSalle
Apartments Loan as a condition to purchase, in accordance with
the terms hereof. Notwithstanding the foregoing, in the event the
proposed sale or pledge is to close at any time after the
permitted defeasance date, such offer or advertisement regarding
the sale or pledge need not require an assumption of the LaSalle
Apartments Loan as set forth herein provided that such offer
expressly states that Borrower, as seller, will defease the
LaSalle Apartments Loan with the proceeds of the sale or pledge
in accordance with the LaSalle Apartments Loan documents".
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
69 Perris Towne Center Two parcels included in the Mortgaged Property remain subject to
a right of first refusal in favor of the respective tenant. The
right of first refusal is only exercisable by the tenant if the
specific parcel is sold separately from the rest of the Mortgaged
Property and will not apply if the parcel is sold in connection
with one or more other parcels. The right of first refusal was
subordinated by one of the two tenants to the lender in
connection with any foreclosure by lender and for one (1)
subsequent transfer thereafter.
-------------------------------------------------------------------------------------------------------------------------------
116; 13 00-00 Xxxxxxxxx Xxxxxx; Konover Hotel The related Mortgage Loan that will be included in the trust is
Portfolio a senior loan in a multiple loan (A/B) structure comprised of
two mortgage loans, each of which is secured by the same
mortgage instrument and is cross-defaulted with the other. The
B-Note loan will not be part of the Trust Fund.
-------------------------------------------------------------------------------------------------------------------------------
14; 15; 20; Anaheim Plaza; Sahara Pavilion North; No assignment of any Mortgage will be recorded because the
21; 29; 32; Pavilions Place; Olympia Place; related Mortgage is held by Mortgage Electronic Registration
33; 34; 37; Larwin Square; Pine Creek Shopping Systems, Inc., as nominee for Seller.
39; 44; 46; Center; Frontier Village; Country
49; 52; 61; Fair Shopping Center; Rheem Valley
66; 68; 71; Shopping Center; Brookhurst Center;
72; 74; 97; Lakewood Village; San Dimas
101; 114; Marketplace; Marina Village; Plaza
136; 164 580 Shopping Center; Brookvale
Center; Gateway Shopping Center; La
Verne Town Center; Fashion Faire
Place; Xxxxxxxx Ranch Shopping
Center; Cable Park Center; Olympia
West Center; Lakewood Shopping
Center; Sycamore Plaza; Northridge
Plaza; East Xxxxxxxx Plaza
-------------------------------------------------------------------------------------------------------------------------------
Representation #5-Assignment of Leases and Rents
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
116; 13 00-00 Xxxxxxxxx Xxxxxx; Konover The related Mortgage Loan that will be included in the trust is
Hotel Portfolio a senior loan in a multiple loan (A/B) structure comprised of
two mortgage loans, each of which is secured by the same
mortgage instrument and is cross-defaulted with the other. The
B-Note loan will not be part of the Trust Fund.
-------------------------------------------------------------------------------------------------------------------------------
14; 15; 20; 21; Anaheim Plaza; Sahara Pavilion North; No assignment of any Assignment of Leases will be recorded
29; 32; 33; 34; Pavilions Place; Olympia Place; because the related Mortgage is held by Mortgage Electronic
37; 39; 44; 46; Larwin Square; Pine Creek Shopping Registration Systems, Inc., as nominee for Seller.
49; 52; 61; 66; Center; Frontier Village; Country
68; 71; 72; 74; Fair Shopping Center; Rheem Valley
97; 101; 114; Shopping Center; Brookhurst Center;
136; 000 Xxxxxxxx Xxxxxxx; San Dimas
Marketplace; Marina Village;
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-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
Plaza 580 Shopping Center; Brookvale
Center; Gateway Shopping Center; La
Verne Town Center; Fashion Faire
Place; Xxxxxxxx Ranch Shopping
Center; Cable Park Center; Olympia
West Center; Lakewood Shopping
Center; Sycamore Plaza; Xxxxxxxxxx
Xxxxx; Xxxx Xxxxxxxx Xxxxx
-------------------------------------------------------------------------------------------------------------------------------
Representation #6- Mortgage Status; Waivers and Modifications
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
116; 13 00-00 Xxxxxxxxx Xxxxxx; Konover The related Mortgage Loan that will be included in the trust is
Hotel Portfolio a senior loan in a multiple loan (A/B) structure comprised of
two mortgage loans, each of which is secured by the same
mortgage instrument and is cross-defaulted with the other. The
B-Note loan will not be part of the Trust Fund.
-------------------------------------------------------------------------------------------------------------------------------
Representation #7-Condition of Property; Condemnation
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
67 Pentagon Park A substantial portion of a building located on an adjacent
parcel, which parcel is owned by an affiliate of the related
borrower, encroaches onto the related Mortgaged Property,
however there is an easement permitting the encroachment.
-------------------------------------------------------------------------------------------------------------------------------
112 Xxxxxxxx Market - Indio As of the funding date, work was being done by the single tenant
located at the Mortgaged Property and the loan is
cross-collateralized with Xxxxxxxx Markets - Perris until an
Uncrossing Event (as defined in the related Mortgage Loan
Agreement) occurs and the loan is fully recourse until the
lender's receipt of (A) a tenant estoppel certificate on the
lender's standard form from Xxxxxxxx Markets which provides that
(i) Xxxxxxxx Markets is in occupancy and open for business to the
public, (ii) Xxxxxxxx Markets has commenced the payment of full
contractual rent without offset, abatement or credit, (iii) the
Xxxxxxxx Markets lease is in full force and effect and no default
or event has occurred which, with the passage of time, the giving
of notice, or both, could result in a default, under the Xxxxxxxx
Markets lease and (iv) all landlord obligations pursuant to the
Xxxxxxxx Markets lease have been satisfied and there exist no
future concessions, inducements, offset, counterclaims or credits
to which Xxxxxxxx Markets is entitled; and (B) evidence,
reasonably satisfactory to the lender, that the Mortgaged
Property is lawfully occupied.
-------------------------------------------------------------------------------------------------------------------------------
Representation #8- Title Insurance
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
116; 13 00-00 Xxxxxxxxx Xxxxxx; Konover The related Mortgage Loan that will be included in the trust is
Hotel Portfolio a senior loan in a multiple loan (A/B) structure comprised of two
mortgage loans, each of which is secured by the same mortgage
instrument and is cross-defaulted with the other. The B-Note loan
will not be part of the Trust Fund.
Only the right, title and interest of the Seller in the mortgage
loan identified on the Mortgage Loan Schedule is being conveyed
to the Purchaser.
-------------------------------------------------------------------------------------------------------------------------------
Representation #10- Mortgage Provisions
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
12 Georgetown Renaissance Portfolio The Borrower's obligation to maintain terrorism insurance is
limited to the extent that, if the Terrorism Risk Insurance Act
of 2002 (including any extensions) is not in effect, the Borrower
is only required to obtain the amount of terrorism coverage that
can be obtained at a price equal to two hundred percent (200%) of
the aggregate insurance premium then payable with respect to all
insurance coverage required under clauses (b) and (e) of Section
7.1 of the Georgetown Renaissance Portfolio Loan agreement.
-------------------------------------------------------------------------------------------------------------------------------
18; 9; 00 Xxxxxxxxx Xxxx; First Colony Mall; The related Borrower's obligation to maintain terrorism
Pinnacle Hills Promenade insurance is subject to such insurance being a) commercially
available and b) available at a commercially reasonable rate.
-------------------------------------------------------------------------------------------------------------------------------
13; 135 Konover Hotel Portfolio; 701 East The related Borrower is required to maintain terrorism insurance
Lake Street for acts of terrorism as such acts are defined in the Terrorism
Risk Insurance Act of 2002.
-------------------------------------------------------------------------------------------------------------------------------
23 Atrium - Marriott University Park The Atrium - Marriott University Park Loan agreement only
requires the Borrower to maintain terrorism insurance if (a)
other prudent lenders whose principal place of business is in
the U.S. and are regularly engaged in making loans secured by
commercial real estate are requiring terrorism insurance for
similar properties located in or around the region where the
Marriott University Park Property is located and (b) the
premiums for such coverage exceed 150% of the cost of a
stand-alone policy as of the closing date plus increases in the
Consumer Price Index after the closing date, the Borrower is not
required to purchase coverage in excess of such amount.
-------------------------------------------------------------------------------------------------------------------------------
81 Charleston Festival The related Borrower is not obligated to spend, in any fiscal
year, more that two times the cost of premiums the related
Borrower is paying for terrorism insurance as of the closing date
of the related Mortgage Loan.
-------------------------------------------------------------------------------------------------------------------------------
89 Sonic Automotive II The related Borrower is not obligated to maintain terrorism
insurance for the Nissan property.
-------------------------------------------------------------------------------------------------------------------------------
000 Xxxxxxx Xxxxxxxxxx Xxxx The related Mortgage Loan Agreement provides that at no time will
the Borrower be required to incur a cost for a Terrorism
Insurance policy that is in excess of $1,042.00 per
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
year (the "Terrorism Insurance Cap"). In the event that the
annual premium for any such Terrorism Insurance policy exceeds
the Terrorism Insurance Cap, the Borrower will be required to
obtain and maintain a Terrorism Insurance policy providing
coverage for as much of the loss, cost, damage and liability
caused by "terrorism" or "terrorist acts" as is available for a
premium equal to the Terrorism Insurance Cap.
-------------------------------------------------------------------------------------------------------------------------------
00 Xxxxxxxxx Xxxxxxx The related Borrower is not required to provide a liability
insurance policy that does not contain an exclusion for terrorist
acts, provided, however, the Borrower and the principal are
liable for losses on account that the Borrower maintains a
self-insurance retention program with respect to such liability
coverage.
-------------------------------------------------------------------------------------------------------------------------------
14; 15; 20; 21; Anaheim Plaza; Sahara Pavilion The related Mortgagor is required to maintain insurance against
29; 32; 33; 34; North; Pavilions Place; Olympia terrorism, terrorist acts or similar acts of sabotage ("Terrorism
37; 39; 44; 46; Place; Larwin Square; Pine Creek Insurance") with coverage amounts of not less than an amount
49; 52; 61; 66; Shopping Center; Frontier Village; equal to the full insurable value of the related improvements,
68; 71; 72; 74; Country Fair Shopping Center; Rheem the personal property and twelve (12) months of business
97; 101; 114; 136; Valley Shopping Center; Brookhurst interruption/loss of rents insurance (the "Terrorism Insurance
164 Center; Lakewood Village; San Dimas Required Amount"). Notwithstanding the foregoing sentence, the
Marketplace; Marina Village; Plaza related Mortgagor shall not be obligated to expend on insurance
580 Shopping Center; Brookvale premiums for Terrorism Insurance in any calendar year (the
Center; Gateway Shopping Center; La "Terrorism Insurance Cap") more than 2.0 times the amount of the
Verne Town Center; Fashion Faire insurance premiums payable for the property insurance coverages
Place; Xxxxxxxx Ranch Shopping required pursuant to the related Mortgage Loan documents for such
Center; Cable Park Center; Olympia calendar year on a stand alone basis, exclusive of Terrorism
West Center; Lakewood Shopping Insurance, and if the cost of the Terrorism Insurance Required
Center; Sycamore Plaza; Northridge Amount exceeds the Terrorism Insurance Cap, the related Mortgagor
Plaza; East Xxxxxxxx Plaza shall purchase the maximum amount of Terrorism Insurance
available with funds equal to the Terrorism Insurance Cap.
-------------------------------------------------------------------------------------------------------------------------------
00 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx The related Mortgage Loan documents require the Borrower to
purchase as much terrorism insurance as is available at a
commercially reasonable rate.
-------------------------------------------------------------------------------------------------------------------------------
51; 54; 57; 76; 121 Carmax - Xxxxxx; Carmax - Florida; Borrower is not required to provide insurance for any losses
Carmax - Dulles; Carmax - White attributable to perils of terrorism, acts of terrorism or similar
Xxxxx, MD and Carmax - Laurel, MD acts of sabotage ("Terrorism Insurance"), provided, however, that
each of the following conditions (collectively, the "Terrorism
Insurance Waiver Conditions") remain satisfied at all times
during the term of the Loan: (i) the Carmax Lease is in full
force and effect, (ii) all insurance required to be obtained and
maintained under the Carmax Lease is in full force and effect
(iii) all insurance required to be obtained and maintained under
Section 7.1 of the Loan Agreement (other than Terrorism
Insurance), is in full force and effect. If at any time during
the term of the Loan any or all of the Terrorism Insurance Waiver
Conditions are no longer satisfied, Lender's waiver of the
requirement for Terrorism Insurance shall be void and Borrower
shall immediately obtain and maintain (or cause to be obtained
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
and maintained) Terrorism Insurance in accordance with Section
7.1 of the Loan Agreement.
-------------------------------------------------------------------------------------------------------------------------------
Representation #12- Environmental Conditions
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
14; 15; 20; 21; Anaheim Plaza; Sahara Pavilion The related Mortgagor covenants in the related Mortgage Loan
29; 32; 33; 34; North; Pavilions Place; Olympia documents to use commercially reasonable efforts to cause each
37; 39; 44; 46; Place; Larwin Square; Pine Creek tenant and other user (other than the related Mortgagor) to
49; 52; 61; 66; Shopping Center; Frontier Village; comply will applicable environmental laws. In addition, the
68; 71; 72; 74; Country Fair Shopping Center; Rheem related Mortgagor covenants in each related Mortgage Loan
97; 101; 114; 136; Valley Shopping Center; Brookhurst documents that all uses and operations on the related Mortgaged
164 Center; Lakewood Village; San Dimas Property will comply with all environmental laws in all material
Marketplace; Marina Village; Plaza respects.
580 Shopping Center; Brookvale
Center; Gateway Shopping Center; La
Verne Town Center; Fashion Faire
Place; Xxxxxxxx Ranch Shopping
Center; Cable Park Center; Olympia
West Center; Lakewood Shopping
Center; Sycamore Plaza; Northridge
Plaza; East Xxxxxxxx Plaza
-------------------------------------------------------------------------------------------------------------------------------
Representation #14- Insurance
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
12 Georgetown Renaissance Portfolio The related Mortgage Loan documents provide for flood hazard
insurance in amount equal to the lesser of (a) the full insurable
value of the related Mortgaged Property or (2) the maximum amount
available under federal flood insurance program.
The Borrower's obligation to maintain terrorism insurance is
limited to the extent that, if the Terrorism Risk Insurance Act
of 2002 (including any extensions) is not in effect, the Borrower
is only required to obtain the amount of terrorism coverage that
can be obtained at a price equal to two hundred percent (200%) of
the aggregate insurance premium then payable with respect to all
insurance coverage required under clauses (b) and (e) of Section
7.1 of the Georgetown Renaissance Portfolio Loan agreement.
-------------------------------------------------------------------------------------------------------------------------------
18; 9; 00 Xxxxxxxxx Xxxx; First Colony Mall; The related Mortgage Loan documents require all risk property
Pinnacle Hills Promenade insurance to be in amount equal to 100% of the full replacement
cost only.
The related Mortgage Loan documents require business interruption
insurance for the period of the restoration plus an extended
period of indemnity of 90 days. The business
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
interruption insurance has to be in an amount equal to 100% of
the projected annual net operating income plus fixed expenses
(including debt service).
The related Mortgage Loan documents provide that earthquake
insurance will be in amount not less than the product of the
probable maximum loss multiplied by the replacement cost of the
improvements as may be reasonably estimated by the lender. The
deductible is not to exceed 5% of the total insured value at
risk.
The related Mortgage Loan documents provide for flood hazard
insurance in amount equal to the lesser of (a) the outstanding
principal balance of the related Mortgage Loan documents or (2)
the maximum amount available under federal flood insurance
program.
Windstorm insurance is not specifically required; however, the
related Mortgage Loan documents provide that the related Borrower
will obtain upon (120) days' written notice, such other
commercially reasonable insurance and in such reasonable amounts
as Lender from time to time may reasonably request against such
other insurable hazards which at the time are commonly insured
against for property similar to the related Mortgaged Property
located in or around the region in which the related Mortgaged
Property is located.
The related Mortgage Loan documents provide that the related
Borrower may maintain (A) commercial general liability insurance
through a syndicate of insurers whereby at least 60% of the
coverage is with carriers having a rating by S&P of not lower
than "BBB" or a rating by A.M. Best Company of "A-minus X" and
(ii) all-risk, business income, builder's risk, boiler and
machinery and terrorism insurance through a syndicate of insurers
through which at least 60% of the coverage (if there are 4 or
fewer members of the syndicate) or at least 50% of the coverage
(if there are 5 or more members of the syndicate) is with
carriers having a rating by S&P of not lower than "A-" or a
rating by A.M. Best Company of "A-minus X" and the balance of the
coverage is, in each case, with carriers having a rating by S&P
of not lower than "BBB" or a rating by A.M. Best Company of
"A-minus X", provided that the first-loss risk is borne by the
carriers having a rating by S&P of not lower than "A-" risk and
which syndicate may include Factory Mutual Insurance Company so
long as Factory Mutual Insurance Company maintains a claims
paying ability of "AA" by Fitch and "A+ XV" by A.M. Best Company
and a claims paying ability rating of BBBpi by S&P.
The related Borrower's obligation to maintain terrorism
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
insurance is subject to such insurance being a) commercially
available and b) available at a commercially reasonable rate.
-------------------------------------------------------------------------------------------------------------------------------
13 Konover Hotel Portfolio The related Mortgage Loan documents require the Borrower maintain
business interruption insurance for the period of the restoration
-------------------------------------------------------------------------------------------------------------------------------
13; 135 Konover Hotel Portfolio; 701 East The related Borrower is required to maintain terrorism insurance
Lake Street for acts of terrorism as such acts are defined in the Terrorism
Risk Insurance Act of 2002.
-------------------------------------------------------------------------------------------------------------------------------
23 Atrium - Marriott University Park The Atrium - Marriott University Park Loan agreement only
requires the Borrower to maintain terrorism insurance if (a)
other prudent lenders whose principal place of business is in
the U.S. and are regularly engaged in making loans secured by
commercial real estate are requiring terrorism insurance for
similar properties located in or around the region where the
Marriott University Park Property is located and (b) the
premiums for such coverage exceed 150% of the cost of a
stand-alone policy as of the closing date plus increases in the
Consumer Price Index after the closing date, the Borrower is not
required to purchase coverage in excess of such amount.
-------------------------------------------------------------------------------------------------------------------------------
81 Charleston Festival The related Borrower is not obligated to spend, in any fiscal
year, more that two times the cost of premiums the related
Borrower is paying for terrorism insurance as of the closing date
of the related Mortgage Loan.
-------------------------------------------------------------------------------------------------------------------------------
89 Sonic Automotive II The related Borrower is not obligated to maintain terrorism
insurance for the Nissan property.
-------------------------------------------------------------------------------------------------------------------------------
112; 113 Xxxxxxxx Markets - Indio; Xxxxxxxx If the lender reasonably requires the related Borrower to obtain
Markets - Perris earthquake insurance during the term of the Mortgage Loan, the
Borrower will only be required to obtain such earthquake
insurance if such insurance is available at commercially
reasonable rates.
-------------------------------------------------------------------------------------------------------------------------------
000 Xxxxxxx Xxxxxxxxxx Xxxx The related Mortgage Loan Agreement provides that at no time will
the Borrower be required to incur a cost for a Terrorism
Insurance policy that is in excess of $1,042.00 per year (the
"Terrorism Insurance Cap"). In the event that the annual premium
for any such Terrorism Insurance policy exceeds the Terrorism
Insurance Cap, the Borrower will be required to obtain and
maintain a Terrorism Insurance policy providing coverage for as
much of the loss, cost, damage and liability caused by
"terrorism" or "terrorist acts" as is available for a premium
equal to the Terrorism Insurance Cap.
-------------------------------------------------------------------------------------------------------------------------------
00 Xxxxxxxxx Xxxxxxx The related Borrower is not required to provide a liability
insurance policy that does not contain an exclusion for terrorist
acts, provided, however, the Borrower and the principal are
liable for losses on account that the Borrower maintains a
self-insurance retention program with respect to such liability
coverage.
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
14; 15; 20; 21; Anaheim Plaza; Sahara Pavilion The related Mortgage Loan documents require the related Mortgagor
29; 32; 33; 34; North; Pavilions Place; Olympia to maintain (i) business interruption/loss of rents insurance in
37; 39; 44; 46; Place; Larwin Square; Pine Creek an amount equal to 100% of the projected gross income from the
49; 52; 61; 66; Shopping Center; Frontier Village; related Mortgaged Property (on an actual loss sustained basis)
68; 71; 72; 74; Country Fair Shopping Center; Rheem for a period continuing until the restoration of the Mortgaged
97; 101; 114; 136; Valley Shopping Center; Brookhurst Property is completed and (ii) flood hazard insurance of the
164 Center; Lakewood Village; San Dimas following types and in the following amounts (A) coverage under
Marketplace; Marina Village; Plaza insurance policies issued pursuant to the Flood Insurance Acts in
580 Shopping Center; Brookvale an amount equal to the maximum limit of coverage available for
Center; Gateway Shopping Center; La the related Mortgaged Property under the Flood Insurance Acts,
Verne Town Center; Fashion Faire subject only to customary deductibles under such insurance
Place; Xxxxxxxx Ranch Shopping policies and (B) coverage under supplemental private insurance
Center; Cable Park Center; Olympia policies in an amount reasonably acceptable to Lender.
West Center; Lakewood Shopping
Center; Sycamore Plaza; Northridge The related Mortgage Loan documents require all insurance
Plaza; East Xxxxxxxx Plaza companies providing the insurance required pursuant to such
Mortgage Loan documents to have a claims paying ability/financial
strength rating of "A" (or its equivalent) or better by S&P;
provided, however, the policies of insurance may be issued by a
syndicate of insurers through which (1) at least seventy-five
percent (75%) of the coverage (if there are four (4) or fewer
members of the syndicate) or at least sixty percent (60%) of the
coverage (if there are five (5) or more members of the syndicate)
shall be provided by carriers having a minimum investment grade
rating of "A" from S&P and equivalent ratings from one or more
Rating Agencies acceptable to Lender, and (2) the balance of the
courage shall be provided by carriers having a minimum investment
grade rating of BBB from S&P and equivalent ratings from one or
more Rating Agencies acceptable to Lender. With respect to
insurance for Differences in Conditions (earthquake and flood),
the insurance carriers must maintain an A.M. Best rating of A-:IX
or better. Notwithstanding the foregoing, the related Mortgage
Loan documents approved the insurance carrier for the insurance
policies existing as of the origination of the related Mortgage
Loan (even though said carrier does not satisfy the rating
requirements set forth above) provided (i) such carrier maintains
a claims paying ability/financial strength rating of "BBB" (or
its equivalent) or better by S&P and "AA-" (or its equivalent) by
Fitch and an A.M. Best rating of A+:XV or better and (ii) the
insurance carrier for the insurance policies commencing on
January 1, 2007 and for the remaining term of the Mortgage Loan
shall satisfy the requirements above.
The related Mortgagor is required to maintain insurance against
Terrorism Insurance with coverage amounts of not less than an
amount equal to the Terrorism Insurance Required Amount.
Notwithstanding the foregoing sentence, the related Mortgagor
shall not be obligated to expend on more than the Terrorism
Insurance Cap, and if the cost of
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
the Terrorism Insurance Required Amount exceeds the Terrorism
Insurance Cap, the related Mortgagor shall purchase the maximum
amount of Terrorism Insurance available with funds equal to the
Terrorism Insurance Cap.
-------------------------------------------------------------------------------------------------------------------------------
00 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx The related Mortgage Loan documents require the Borrower to
purchase as much terrorism insurance as is available at a
commercially reasonable rate.
-------------------------------------------------------------------------------------------------------------------------------
51; 54; 57; 76; 121 Carmax - Xxxxxx; Carmax - Florida; Borrower is not required to provide insurance for any losses
Carmax - Dulles; Carmax - White attributable to perils of terrorism, acts of terrorism or similar
Xxxxx, MD and Carmax - Laurel, MD acts of sabotage ("Terrorism Insurance"), provided, however, that
each of the following conditions (collectively, the "Terrorism
Insurance Waiver Conditions") remain satisfied at all times
during the term of the Loan: (i) the Carmax Lease is in full
force and effect, (ii) all insurance required to be obtained and
maintained under the Carmax Lease is in full force and effect
(iii) all insurance required to be obtained and maintained under
Section 7.1 of the Loan Agreement (other than Terrorism
Insurance), is in full force and effect. If at any time during
the term of the Loan any or all of the Terrorism Insurance Waiver
Conditions are no longer satisfied, Lender's waiver of the
requirement for Terrorism Insurance shall be void and Borrower
shall immediately obtain and maintain (or cause to be obtained
and maintained) Terrorism Insurance in accordance with Section
7.1 of the Loan Agreement.
-------------------------------------------------------------------------------------------------------------------------------
Representation #17- Local Law Compliance
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
185 Doux Chene The applicable zoning law requires the related Mortgaged Property
to have 704 spaces; there are 635 spaces on the related Mortgaged
Property, currently. The related Borrower has a post-closing
obligation to re-stripe the pavement to obtain the additional
spaces or to obtain a variance within 180 days.
-------------------------------------------------------------------------------------------------------------------------------
117 125 Uptown The related Borrower is required to update the certificate of
occupancy pertaining to the front half of the 2nd floor of the
000 Xxxx 000xx Xxxxxx property.
-------------------------------------------------------------------------------------------------------------------------------
Representation #18-Leasehold Estate
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
2 Beacon Office Portfolio The Beacon Office Portfolio Mortgage Loan is secured by two
properties - one of which is a leasehold interest.
AIR RIGHTS LEASE. The Beacon Office Portfolio Properties are
subject to two air rights leases, however, no lease payments are
required for the term of the leases. Under the Air Lease, Fee
Borrower is the lessor and Leasehold Borrower is the lessee. The
Air Lease has a term which extends not less than twenty (20)
years beyond the maturity date of the Beacon Office Portfolio
Loan. The two leases
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
are referred to as air rights leases since ownership of the
underground portion of the properties was retained by a railroad
company in order to build, maintain and operate railroad tracks.
That underground portion is owned by Chicago Union Station Co., a
wholly owned subsidiary of Amtrak ("CUSCO"). The previous owner
of the two properties, Trizec Xxxx Corporation, (i) acquired via
one subsidiary the lessee interest in the air rights leases, and
(ii) acquired via a separate subsidiary the lessor interest in
the air rights leases and the fee owner interest in the buildings
and related underground columns and support structures. Fee
ownership of the underground railroad tracks and related
structures remains with CUSCO. Mutual easement rights and
maintenance obligations are ensured by a Reciprocal Easement and
Operating Agreement ("REOA") for each of the two properties.
Beacon acquired the Trizec lessee interests in the air rights
leases, the Trizec lessor/fee owner interests, and the related
rights under the REOA's. Beacon pledged both interests in the two
properties, and the rights under the REOA's, as security for the
Beacon Office Portfolio Loan.
-------------------------------------------------------------------------------------------------------------------------------
194 Pioneers Medical Arts Buildings (x) The ground lease restricts subletting to certain types of
medical and related practices. A ground lease amendment provides
that, if the related Borrower is unable to lease vacant space to
a permitted sublessee for a period of 60 days despite good faith
efforts, then the related Borrower may provide notice to the
ground lessor of intention to lease to a non-permitted sublessee
and the ground lessor shall not unreasonably withhold its consent
and, if after a second subsequent notice, the ground lessor fails
to respond, the request is deemed approved.
-------------------------------------------------------------------------------------------------------------------------------
23 Atrium - Marriott University Park (iii) A transfer to the lender in connection with a foreclosure
or deed in lieu thereof is permitted without the consent of the
lessor, however, any subsequent transfer requires the consent of
lessor, which consent shall not be unreasonably withheld or
delayed.
-------------------------------------------------------------------------------------------------------------------------------
68 La Verne Town Center (iii) Any assignment of the leasehold interest after a
foreclosure of the related Mortgage Loan requires the ground
lessor's consent, which consent shall not be unreasonably
withheld.
(v) The related ground lease is silent with respect to whether a
failure to provide notices of termination is ineffective against
the mortgagee under such Mortgage Loan unless a copy has been
delivered to such mortgagee in the manner described in such
ground lease.
(viii) Either or both of the largest tenants at the Mortgaged
Property have the right to request a new lease in addition to the
mortgagee. In the event the mortgagee under such Mortgage Loan
and either of both of the two largest tenants at the Mortgaged
Property request a new lease from the ground lessor, the ground
lessor shall enter into such new
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
lease with an entity composed all such requesting parties. The
Seller required the related Mortgagor to use commercially
reasonable efforts after the origination of the Mortgage Loan to
cause both tenants to waive such right to obtain a new lease in
exchange for the mortgagee granting non-disturbance to such
tenants.
(ix) The ground lease is silent as to who holds insurance
proceeds.
(xi) The ground lease is silent with respect to whether
amendments or modifications of the ground lease requiring the
mortgagee's consent.
-------------------------------------------------------------------------------------------------------------------------------
Representation #23-Other Mortgage Provisions
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
116; 13 00-00 Xxxxxxxxx Xxxxxx; Konover The related Mortgage Loan that will be included in the trust is
Hotel Portfolio a senior loan in a multiple loan (A/B) structure comprised of
two mortgage loans, each of which is secured by the same
mortgage instrument and is cross-defaulted with the other. The
B-Note loan will not be part of the Trust Fund.
-------------------------------------------------------------------------------------------------------------------------------
Representation #26-Licenses and Permits
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
174 Xxxxxx Portfolio In the Xxxxxx Portfolio transaction, pursuant to post-closing
letter, the related Borrower or Xxxx X. Xxxxxx must deliver to
the lender an original tenant estoppel certificate from Platinum
Capital Group. Failure to deliver the tenant estoppel
certificate by November 6, 2006 shall, at the lender's option,
constitute an "event of default" under the related Mortgage Loan
documents. As of November 7, 2006, the tenant estoppel has not
been delivered. At the time of closing, the lender obtained a
landlord estoppel certificate executed by the related Borrower
with respect to the Platinum Capital Group lease
-------------------------------------------------------------------------------------------------------------------------------
81 Charleston Festival As of the closing date of the related Mortgage Loan, a
certificate of completion for each building was delivered by the
Borrower, however, certain construction items remain to be
completed by the applicable tenant and/or the Borrower and the
majority of the tenants located at the Mortgaged Property were
not in occupancy of their respective premises and certificates
of occupancy for their respective spaces were not available at
closing. The Borrower is obligated to deliver the certificates
of occupancy for each tenant space post closing.
-------------------------------------------------------------------------------------------------------------------------------
98 San Xxxxxxx Business Center Certificates of occupancy for all tenant spaces were not
delivered on the closing date. The Borrower is obligated to
deliver evidence that such certificates of occupancy were issued
post closing. Any losses resulting from the Borrower's failure
to deliver such evidence is a recourse carveout.
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
117 125 Uptown The related Borrower is required to update the certificate of
occupancy pertaining to the front half of the 2nd floor of the
000 Xxxx 000xx Xxxxxx property.
-------------------------------------------------------------------------------------------------------------------------------
112 Xxxxxxxx Markets - Indio The sole tenant located at the related Mortgaged Property was
not open for business and did not have a certificate of
occupancy as of the closing date of the Mortgage Loan; however,
the loan is cross-collateralized with the Xxxxxxxx Markets -
Perris Mortgage Loan until an Uncrossing Event (as defined in
the Xxxxxxxx Markets - Indio Loan agreement) occurs and the loan
is fully recourse until the lender's receipt of (A) a tenant
estoppel certificate on lender's standard form from Xxxxxxxx
Markets which provides that (i) Xxxxxxxx Markets is in occupancy
and open for business to the public, (ii) Xxxxxxxx Markets has
commenced the payment of full contractual rent without offset,
abatement or credit, (iii) the Xxxxxxxx Markets lease is in full
force and effect and no default or event has occurred which,
with the passage of time, the giving of notice, or both, could
result in a default, under the Xxxxxxxx Markets lease and (iv)
all landlord obligations pursuant to the Xxxxxxxx Markets lease
have been satisfied and there exist no future concessions,
inducements, offset, counterclaims or credits to which Xxxxxxxx
Markets is entitled; and (B) evidence, reasonably satisfactory
to the lender, that the Property is lawfully occupied.
-------------------------------------------------------------------------------------------------------------------------------
69 Perris Towne Center Four tenants are currently operating without certificates of
occupancy issued in their names. The Borrower is obligated
under a post-closing agreement to provide copies of such
certificate of occupancy and deliver to the lender within thirty
(30) days of the closing date of the related Mortgage Loan.
Further, the related Mortgage Loan is fully recourse to the
Borrower until the Borrower obtains and delivers the final
certificates of occupancy.
-------------------------------------------------------------------------------------------------------------------------------
116 00-00 Xxxxxxxxx Xxxxxx Certificates of occupancy for individual tenant spaces are
temporary. Pursuant to the Loan Agreement and Indemnity, the
Borrower must obtain final, unconditional certificates of
occupancy.
-------------------------------------------------------------------------------------------------------------------------------
207 Linkside Center The tenant at the related Mortgaged Property commonly known as
Blue Hen TV & Electronics has received only a temporary
certificate of occupancy and has not yet obtained the required
certificate of occupancy from the City of Magnolia, Delaware.
The Borrower is obligated under a post-closing agreement to
procure such certificate of occupancy and deliver it to the
lender as soon as is reasonably possible but in no event later
than thirty (30) days immediately following the closing date of
the related Mortgage Loan.
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
229 Xxxxx Fargo - Xxxxxxx Xxxxx Fargo Bank, N.A., the single tenant at the property, has
not yet obtained the required certificate of occupancy from the
City of Houston, Texas. The Borrower is obligated under a post
closing agreement to procure such certificate of occupancy and
deliver it to the lender as soon as is reasonably possible but in
no event later than ninety (90) days immediately following the
closing date of the related Mortgage Loan. Further, the related
Mortgage Loan is fully recourse to the Borrower until the
Borrower obtains and delivers the final certificate of occupancy.
-------------------------------------------------------------------------------------------------------------------------------
00 Xxxxxxx Xxx Crossings The related Mortgage Loan documents require the related Mortgagor
to complete the construction of one of the buildings which
comprise the improvements to the related Mortgaged Property. A
reserve account has been established with respect to the costs of
completion of the construction and the release of the reserve,
among other things, is conditioned upon the appropriate occupancy
permits being delivered by the lender. In addition, certain
tenants at the related Mortgaged Property have not yet taken
possession of their respective spaces and appropriate reserves
have been established regarding the occupancy of such tenants.
Among other things, one of the release conditions of such reserve
is the delivery of the certificate of occupancy with respect to
each tenant space.
-------------------------------------------------------------------------------------------------------------------------------
126 Victorvile Shopping Center The certificate of occupancy with respect to one of the tenants
has not been issued as such tenant has not yet take occupancy of
its space. An appropriate reserves account has been established
regarding the occupancy of such tenants. Among other things, one
of the release conditions of such reserve is the delivery of the
certificate of occupancy with respect to such tenant space.
-------------------------------------------------------------------------------------------------------------------------------
00 Xxxxxxxxxx Xxxxxx Certain tenants at the related Mortgaged Property have not yet
taken possession of their respective spaces and appropriate
reserves have been established regarding the occupancy of such
tenants. Among other things, one of the release conditions of
such reserve amount is the delivery of a certificate of occupancy
with respect to each tenant space.
-------------------------------------------------------------------------------------------------------------------------------
122 High Plains Surgery Temporary certificates of occupancy were delivered for all
tenant space except for the second floor space leased to
Covenant Health Systems which is currently being built out. The
Borrower is required to deliver permanent certificates of
occupancy for all of the space at the Mortgaged Property post
closing and any losses incurred by the lender resulting from the
failure to deliver such permanent certificates of occupancy is a
recourse carveout.
-------------------------------------------------------------------------------------------------------------------------------
Representation #28-Release of Mortgaged Properties
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
18; 9; 00 Xxxxxxxxx Xxxx; Xxxxx Xxxxxx Xxxx; A rating agency confirmation is not required as the parcels
Pinnacle Hills Promenade permitted to be substituted must be vacant, non-income producing
and unimproved or improved only by landscaping, utility
facilities that are easily relocateable or surface parking.
The Mortgage Loan documents provide that the related Borrower
may obtain a release of an improved parcel of land (an anchor
parcel) that was acquired after the closing of the loan and
therefore is not included in the underwriting of the related
Mortgage Loan.
-------------------------------------------------------------------------------------------------------------------------------
13 Konover Hotel Portfolio The related Borrower may release up to five (5) properties and
substitute therefor similar properties upon satisfaction of the
terms and conditions set forth in the Konover Hotel Portfolio
Loan agreement and the Borrower is permitted to release an
out-parcel at the Howe, Indiana property upon satisfaction of
the terms and conditions set forth in the Konover Hotel
Portfolio Loan agreement.
-------------------------------------------------------------------------------------------------------------------------------
112; 113 Xxxxxxxx Markets-Indio; Xxxxxxxx The Xxxxxxxx Markets-Indio Loan and the Xxxxxxxx Markets-
Markets- Perris Perris Loan are cross defaulted and cross collateralized until
such time as the Uncrossing Event (as defined in the applicable
loan agreement) occurs, however the Uncrossing Event is not
conditioned on the payment of any sums other than the lender's
costs and expenses.
-------------------------------------------------------------------------------------------------------------------------------
89; 51; 54; 57; Sonic Automotive II; Carmax - Xxxxxx; The related Mortgage Loans are secured by one or more properties
76; 121 Carmax - Florida; Carmax - Dulles; that are subject to a lease granting the respective tenant the
Carmax - White Xxxxx, MD and Carmax - right to purchase the applicable Mortgaged Property. If a tenant
Laurel, MD elects to purchase a Mortgaged Property, the related Mortgage
Loan documents permit the release of the applicable Mortgaged
Property from the lien of the related security instrument and the
substitution of the released Mortgaged Property with one or more
commercial properties of like kind and quality subject to the
satisfaction of certain conditions in the related Mortgage Loan
documents.
-------------------------------------------------------------------------------------------------------------------------------
67 Pentagon Park The related Borrower has the right, subject to the lender's prior
written consent and satisfaction of certain conditions set forth
in the related mortgage loan documents, (i) to reconfigure the
boundaries of Sub-Parcel A (as identified in the Pentagon Park
Loan agreement), (ii) to permit the 4530 Owner to demolish the
4530 building and remove it from Sub-Parcel A and (iii) obtain
the release of a portion of Sub-Parcel A from the mortgage lien.
-------------------------------------------------------------------------------------------------------------------------------
00 Xxxxxxxxxx Xxxxxx The Borrower has deposited funds into an occupancy reserve or
provided an approved letter of credit to the lender in lieu
thereof as additional security for the mortgage loan. If
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
certain conditions under the University Square Loan documents
are not satisfied, the lender may apply the reserve funds or
draw on the letter of credit to pay down a portion of the
University Square Loan. If such prepayment occurs, the Borrower
may obtain a release of a pre-determined parcel from the lien of
the related security instrument subject to the satisfaction of
certain conditions, including, but not limited to (i) no event
of default has occurred and is continuing under the mortgage
loan, (ii) receipt of rating agency confirmation, (iii)
satisfaction of a debt service coverage ratio test and (iv)
delivery of an opinion from counsel reasonably satisfactory to
the lender stating that, among other things, the release will
not affect any REMIC status.
-------------------------------------------------------------------------------------------------------------------------------
122 High Plains Surgery The Borrower has the right to release a ground lease parcel from
the mortgage lien if substitute parking is provided, subject to
the conditions set forth in the mortgage loan documents.
-------------------------------------------------------------------------------------------------------------------------------
Representation #30-Defeasance and Assumption Costs
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
18; 9; 00 Xxxxxxxxx Xxxx; First Colony Mall; The related Borrower is required to pay all of lender's
Pinnacle Hills Promenade out-of-pocket costs and expenses reasonably incurred in
connection with the defeasance.
-------------------------------------------------------------------------------------------------------------------------------
14; 15; 20; 21; Anaheim Plaza; Sahara Pavilion North; In connection with a defeasance, the related Mortgagor shall pay
29; 32; 33; 34; Pavilions Place; Olympia Place; all reasonable and customary actual out-of-pocket costs and
37; 38; 39; 41; Larwin Square; Pine Creek Shopping expenses of the lender incurred in connection therewith. In
42; 44; 46; 49; Center; Frontier Village; Country connection with an assumption, the related Mortgagor shall pay
52; 61; 66; 68; Fair Shopping Center; Rheem Valley all actual out-of-pocket costs incurred in connection with the
71; 72; 74; 97; Shopping Center; Doubletree Guests assumption (including, without limitation, the lender's
101; 114; 136; 164 Suite Washington DC; Brookhurst reasonable counsel fees and disbursements and all recording
Center; Residence Inn Tysons Corner fees, title insurance premiums and mortgage and intangible
Mall; Homewood Suites San Antonio taxes).
Riverwalk; Lakewood Village; San
Dimas Marketplace; Marina Village;
Plaza 580 Shopping Center; Brookvale
Center; Gateway Shopping Center; La
Verne Town Center; Fashion Faire
Place; Xxxxxxxx Ranch Shopping
Center; Cable Park Center; Olympia
West Center; Lakewood Shopping
Center; Sycamore Plaza; Northridge
Plaza; East Xxxxxxxx Plaza
-------------------------------------------------------------------------------------------------------------------------------
Representation #34-Due on Sale
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
23; 12 Atrium - Marriott University Park; Certain transfers of the related Mortgaged Properties and
Georgetown Renaissance controlling interests in the related Borrower are permitted;
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
Portfolio however, the related Borrower must meet all of the conditions set
forth in the related Mortgage Loan documents.
-------------------------------------------------------------------------------------------------------------------------------
23 Atrium - Marriott University Park The indirect and/or direct interests in the related Borrower have
been or may be pledged as security for mezzanine financing.
-------------------------------------------------------------------------------------------------------------------------------
18; 9; 00 Xxxxxxxxx Xxxx; First Colony Mall; Provided that the conditions contained in the related Mortgage
Pinnacle Hills Promenade Loan documents are satisfied, (a) transfers of the property and
equity interests the mortgagor are permitted, (b) certain
affiliates of the mortgagor are permitted to pledge their direct
and indirect interests in the mortgagor to each other or to a
qualified pledgee (as defined in the related Mortgage Loan
documents), and (c) a new mezzanine loan may be obtained provided
that the existing mezzanine loan has been paid in full.
-------------------------------------------------------------------------------------------------------------------------------
58; 89; 51; 54; Highpoint Oaks II; Sonic Automotive The related Mortgage Loan documents permit transfers to multiple
57; 76; 121 II; Carmax - Xxxxxx; Carmax - borrowers as tenants in common, subject to satisfaction of the
Florida; Carmax - Dulles; Carmax - conditions set forth in the related Mortgage Loan agreement.
White Xxxxx, MD and Carmax - Laurel,
MD
-------------------------------------------------------------------------------------------------------------------------------
14; 15; 20; 21; Anaheim Plaza; Sahara Pavilion Any direct or indirect interest in the related Mortgagor may be
29; 32; 33; 34; North; Pavilions Place; Olympia transferred without the lender's consent provided that, Kimco
37; 39; 44; 46; Place; Larwin Square; Pine Creek Realty Corporation and/or The Prudential Insurance Company of
49; 52; 61; 66; Shopping Center; Frontier Village; America or any of the separate accounts managed by a The
68; 71; 72; 74; Country Fair Shopping Center; Rheem Prudential Insurance Company of America that owns a direct or
97; 101; 114; 136; Valley Shopping Center; Brookhurst indirect interest in the related Mortgaged Property as of the
164 Center; Lakewood Village; San Dimas origination of the related Mortgage Loan, individually or
Marketplace; Marina Village; Plaza collectively, must at all times during the terms of the related
580 Shopping Center; Brookvale Mortgage Loan continue to control the related Mortgagor, and own,
Center; Gateway Shopping Center; La directly or indirectly, at least ten percent (10%) of the
Verne Town Center; Fashion Faire interests (direct or indirect) in such Mortgagor.
Place; Xxxxxxxx Ranch Shopping
Center; Cable Park Center; Olympia The related Mortgagor may with the lender's consent, which
West Center; Lakewood Shopping consent shall not be unreasonably withheld, grant easements,
Center; Sycamore Plaza; Northridge restrictions, covenants, reservations and rights of way in the
Plaza; East Xxxxxxxx Plaza ordinary course of business for access, water and sewer lines,
telephone and telegraph lines, electric lines or other utilities
or for other similar purposes or other purposes (which may
include amendments to existing reciprocal easement agreements)
reasonably approved by the lender, provided that no such
encumbrance or amendment shall materially impair the utility,
operation and use of the related Mortgaged Property or otherwise
have a material adverse effect on such Mortgaged Property.
-------------------------------------------------------------------------------------------------------------------------------
Representation #35-Single Purpose Entity
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
135 000 Xxxx Xxxx Xxxxxx The principal of the Borrower has made an unsecured loan in the
amount of $1,293,015.55 to the Borrower which is subject to a
complete subordination and standstill agreement.
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
14; 15; 20; 21; Anaheim Plaza; Sahara Pavilion North; The related Mortgaged Loan documents require the related
29; 32; 33; 34; Pavilions Place; Olympia Place; Mortgagor to maintain its records (including financial
37; 39; 44; 46; Larwin Square; Pine Creek Shopping statements), books of account and bank accounts separate and
49; 52; 61; 66; Center; Frontier Village; Country apart from those of the members, general partners, principals
68; 71; 72; 74; Fair Shopping Center; Rheem Valley and affiliates of such Mortgagor, the affiliates of a member,
97; 101; 114; Shopping Center; Brookhurst Center; general partner or principal of such Mortgagor, and any other
136; 000 Xxxxxxxx Xxxxxxx; San Dimas entity and to prevent its assets or liabilities to be listed as
Marketplace; Marina Village; Plaza assets or liabilities on the financial statement of any other
580 Shopping Center; Brookvale entity provided, however, such Mortgagor's assets may be
Center; Gateway Shopping Center; La included in a consolidated financial statement of its affiliates
Verne Town Center; Fashion Faire provided that (A) appropriate notation shall be made on such
Place; Xxxxxxxx Ranch Shopping consolidated financial statements to indicate the separateness
Center; Cable Park Center; Olympia of such Mortgagor and such affiliates and to indicate that such
West Center; Lakewood Shopping Mortgagor's assets and credit are not available to satisfy the
Center; Sycamore Plaza; Northridge debts and other obligations of such affiliates or any other
Plaza; East Xxxxxxxx Plaza entity and (B) such assets shall be listed on such Mortgagor's
own separate balance sheet or (iii) except as required under
GAAP (or such other accounting methodology reasonably acceptable
to Lender), include the assets or liabilities of any other
entity Person on its financial statements.
-------------------------------------------------------------------------------------------------------------------------------
Representation #36-Whole Loan
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
116; 13 00-00 Xxxxxxxxx Xxxxxx; Konover Hotel The related Mortgage Loan that will be included in the trust is
Portfolio a senior loan in a multiple loan (A/B) structure comprised of
two mortgage loans, each of which is secured by the same
mortgage instrument and is cross-defaulted with the other. The
B-Note loan will not be part of the Trust Fund.
-------------------------------------------------------------------------------------------------------------------------------
Representation #37-Tax Parcels
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
238 Advanced Stor Edge The related Mortgaged Property was recently subdivided and the
assessment for the new tax lot will not be effective until June
30, 2007. While no further action is required, the related
Mortgaged Property will be assessed as a larger parcel until such
date. All taxes for 2006 were paid at closing for the larger
parcel of which the related Mortgaged Property is a part; and the
monthly escrow should be adjusted as appropriate
-------------------------------------------------------------------------------------------------------------------------------
Representation #39- Security Interests
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
116; 13 00-00 Xxxxxxxxx Xxxxxx; Konover The related Mortgage Loan that will be included in the trust is
Hotel Portfolio a senior loan in a multiple loan (A/B) structure comprised
of two mortgage loans, each of which is secured by the same
mortgage instrument and is cross-defaulted with the other.
The B-Note loan will not be part of the Trust Fund.
The security interests created by the related UCC financing
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
statement are for the benefit of the holder of the Mortgage Loan
that will be included in the trust and the holders of the
mortgage loans that will not be included in the trust.
-------------------------------------------------------------------------------------------------------------------------------
14; 15; 20; 21; Anaheim Plaza; Sahara Pavilion No UCC-3 financing statements will be filed because the related
29; 32; 33; 34; North; Pavilions Place; Olympia UCC-1 financing statements are in the name of Mortgage
37; 39; 44; 46; Place; Larwin Square; Pine Creek Electronic Registration Systems, Inc., as nominee for the Seller.
49; 52; 61; 66; Shopping Center; Frontier Village;
68; 71; 72; 74; Country Fair Shopping Center; Rheem
97; 101; 114; 136; Valley Shopping Center; Brookhurst
164 Center; Lakewood Village; San Dimas
Marketplace; Marina Village; Plaza
580 Shopping Center; Brookvale
Center; Gateway Shopping Center; La
Verne Town Center; Fashion Faire
Place; Xxxxxxxx Ranch Shopping
Center; Cable Park Center; Olympia
West Center; Lakewood Shopping
Center; Sycamore Plaza; Northridge
Plaza; East Xxxxxxxx Plaza
-------------------------------------------------------------------------------------------------------------------------------
Representation #43 Recourse
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
18; 9; 00 Xxxxxxxxx Xxxx; First Colony Mall; The related Mortgage Loan documents provide that the related
Pinnacle Hills Promenade borrower is liable for damages, liabilities, expenses or claims
sustained in connection with the related borrower's waste only
after an event of default. There is no separate recourse carveout
guarantor.
-------------------------------------------------------------------------------------------------------------------------------
12 Georgetown Renaissance Portfolio The related Mortgage Loan Documents do not contain a provision
explicitly providing for liability of the related borrower in the
event of the waste of tenant security deposits, rent, insurance
proceeds or condemnation awards; however, liability is provided
for in the case of misapplication or conversion of these items.
-------------------------------------------------------------------------------------------------------------------------------
14; 15; 20; 21; Anaheim Plaza; Sahara Pavilion The related Mortgage Loan documents provide for recourse against
29; 32; 33; 34; North; Pavilions Place; Olympia the related Mortgagor for damages caused by intentional physical
37; 39; 44; 46; Place; Larwin Square; Pine Creek waste and misappropriation of rents collected more than thirty
49; 52; 61; 66; Shopping Center; Frontier Village; (30) days in advance in violation of such Mortgage Loan documents.
68; 71; 72; 74; Country Fair Shopping Center; Rheem
97; 101; 114; 136; Valley Shopping Center; Brookhurst
164 Center; Lakewood Village; San Dimas
Marketplace; Marina Village; Plaza
580 Shopping Center; Brookvale
Center; Gateway Shopping Center; La
Verne Town Center; Fashion Faire
Place; Xxxxxxxx Ranch Shopping
Center; Cable Park Center; Olympia
West Center; Lakewood
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION
-------------------------------------------------------------------------------------------------------------------------------
Shopping Center; Sycamore Plaza;
Northridge Plaza; East Xxxxxxxx Plaza
-------------------------------------------------------------------------------------------------------------------------------
ANNEX B (TO SCHEDULE I)
MORTGAGED PROPERTIES AS TO WHICH THE ONLY ENVIRONMENTAL INVESTIGATIONS CONDUCTED
IN CONNECTION WITH THE ORIGINATION OF THE RELATED MORTGAGE LOAN WERE WITH
RESPECT TO ASBESTOS-CONTAINING MATERIALS AND LEAD-BASED PAINT.
(REPRESENTATION 12)
ANNEX C (TO SCHEDULE I)
MORTGAGE LOANS COVERED BY SECURED CREDITOR
ENVIRONMENTAL INSURANCE POLICIES
(REPRESENTATIONS 12 AND 49)
[None.]
SCHEDULE II
MORTGAGE LOAN SCHEDULE
[Attached]
MLCFC 2006-4: MORTGAGE LOAN SCHEDULE
LOAN PROPERTY
LOAN # GROUP PROPERTY NAME ORIGINATOR TYPE
----------------------------------------------------------------------------------
2 1 Beacon Office Portfolio MLML Office
2.01 1 000 Xxxxx Xxxxxxxxx XXXX Office
2.02 1 00 Xxxxx Xxxxxxxxx MLML Office
9 1 First Colony Mall MLML Retail
10 1 Pinnacle Hills Promenade MLML Retail
12 1 Georgetown Renaissance Portfolio MLML Various
12.01 1 0000 X Xxxxxx, XX MLML Mixed Use
12.02 1 Development Area 1 MLML Retail
12.03 1 0000 X Xxxxxx, XX XXXX Retail
12.04 1 0000 X Xxxxxx, XX MLML Retail
12.05 1 Development Area 2 MLML Mixed Use
12.06 1 3330 M Street MLML Retail
12.07 1 0000 Xxxxxxxxx Xxx, XX MLML Retail
12.08 1 0000-0000 X Xxxxxx, XX MLML Retail
12.09 1 Development Area 3 MLML Retail
12.1 1 Development Area 5 MLML Retail
12.11 1 0000 X Xxxxxx, XX MLML Mixed Use
12.12 1 0000 X Xxxxxx, XX XXXX Retail
12.13 1 0000 X Xxxxxx, XX MLML Retail
12.14 1 Development Area 4 MLML Mixed Use
12.15 1 0000 X Xxxxxx, XX XXXX Retail
12.16 1 000 Xxxx Xxxxxx XXXX Retail
12.17 1 0000 X Xxxxxx, XX XXXX Retail
12.18 1 0000 X Xxxxxx, XX MLML Retail
13 1 Konover Hotel Portfolio MLML Hospitality
13.01 1 Holiday Inn Express Kansas City MLML Hospitality
13.02 1 Holiday Inn Express Portage MLML Hospitality
13.03 0 Xxxxxxx Xxx Xxxxxx Xxxx XXXX Hospitality
13.04 1 Holiday Inn Express Fremont MLML Hospitality
13.05 1 Holiday Inn Express Mishawaka MLML Hospitality
13.06 1 Holiday Inn Express & Suites Warsaw MLML Hospitality
13.07 1 Holiday Inn Express Adrian MLML Hospitality
13.08 1 Xxxxxxx Xxxxx Adrian MLML Hospitality
13.09 1 Holiday Inn Express La Porte MLML Hospitality
13.10 1 Holiday Inn Express Chelsea MLML Hospitality
13.11 1 Hampton Inn Marshall MLML Hospitality
13.12 1 Holiday Inn Express Xxxx MLML Hospitality
13.13 1 Country Inn & Suites Mishawaka MLML Hospitality
13.14 1 Holiday Inn Express Marshall MLML Hospitality
13.15 1 Super 8 MLML Hospitality
14 1 Anaheim Plaza MLML Retail
15 1 Sahara Pavilion North MLML Retail
16 1 The Parkdales MLML Office
17 1 White Oaks Mall MLML Retail
18 1 Northgate Mall MLML Retail
20 1 Pavillions Place MLML Retail
21 1 Olympia Place MLML Retail
23 1 Atrium - Marriott University Park MLML Hospitality
25 1 Federal Way Crossings MLML Retail
26 1 University Square MLML Retail
27 1 Masi Plaza MLML Retail
28 1 Campus Lodge of Tampa MLML Multifamily
29 0 Xxxxxx Xxxxxx MLML Retail
32 1 Pine Creek Shopping Center MLML Retail
33 1 Frontier Village MLML Retail
34 1 Country Fair Shopping Center MLML Retail
36 2 Club at Desert Pines MLML Multifamily
37 1 Rheem Valley Shopping Center MLML Retail
38 1 Doubletree Guest Suites Washington DC MLML Hospitality
39 1 Brookhurst Center MLML Retail
40 1 Castleton Commons MLML Retail
41 1 Residence Inn Tysons Corner Mall MLML Hospitality
42 1 Homewood Suites San Antonio Riverwalk MLML Hospitality
44 1 Lakewood Village MLML Retail
46 1 San Dimas Marketplace MLML Retail
49 1 Marina Village MLML Retail
51 1 Carmax - Duarte MLML Retail
00 0 Xxxxx 000 Shopping Center MLML Retail
54 1 Carmax - Florida MLML Retail
54.01 1 0000 Xxxxxxxxx Xxxxxxxxx XXXX Retail
54.02 1 000 Xxxxx Xxxxxx Xxxxxxxxx XXXX Retail
57 1 Carmax - Dulles MLML Retail
58 1 Highpoint Oaks II Portfolio MLML Mixed Use
58.01 1 Metroplex II MLML Mixed Use
58.02 1 Highpoint II MLML Mixed Use
61 1 Brookvale Center MLML Retail
63 1 Washington Plaza MLML Retail
65 1 Square One Shopping Center MLML Retail
66 1 Gateway Shopping Center MLML Retail
67 1 Pentagon Park MLML Office
68 1 La Verne Town Center MLML Retail
69 1 Perris Town Center MLML Retail
71 1 Fashion Faire Place MLML Retail
72 1 Xxxxxxxx Ranch Shopping Center MLML Retail
74 1 Cable Park Center MLML Retail
76 1 Carmax - White Xxxxx, MD MLML Retail
81 1 Charleston Festival MLML Retail
82 1 Greentree Plaza Shopping Center MLML Retail
86 1 Riverhead Shopping Center MLML Retail
89 1 Sonic Automotive II MLML Retail
89.01 1 Momentum BMW MLML Retail
89.02 1 Clear Lake Nissan MLML Retail
92 1 Signature Plaza MLML Retail
95 1 Xxxxxx Ranch MLML Retail
96 2 Regents Walk MLML Multifamily
97 1 Olympia West Center MLML Retail
98 1 San Xxxxxxx Parkway Business Center MLML Industrial
101 1 Lakewood Shopping Center MLML Retail
102 2 Presidio Square MLML Multifamily
112 1 Xxxxxxxx Markets - Indio MLML Retail
113 1 Xxxxxxxx Markets - Perris MLML Retail
114 1 Sycamore Plaza MLML Retail
115 1 Dell Range King Soopers MLML Retail
116 1 93-20 Roosevelt Avenue MLML Mixed Use
117 1 125 Uptown MLML Mixed Use
118 1 Sheraton Hotel - Ontario Airport MLML Hospitality
121 1 Carmax - Laurel, MD MLML Retail
122 1 High Plains Surgery MLML Office
126 1 Victorville Shopping Center MLML Retail
131 2 The Pointe at St. Joseph's MLML Multifamily
133 1 Riverside Commerce Center MLML Xxxxxx
000 0 000 Xxxx Xxxx Xxxxxx XXXX Mixed Use
136 1 Northridge Plaza MLML Retail
137 2 LaSalle Apartments MLML Multifamily
142 2 0000 Xxxxxx Xxxxx MLML Multifamily
143 1 Holiday Inn - Santa Xxxx MLML Hospitality
148 1 Reef Building MLML Industrial
153 1 Superior Super Warehouse - Chino MLML Retail
154 1 College Park Plaza MLML Retail
157 1 Glenwood Village Square MLML Retail
158 1 Regency Point Shopping Center MLML Retail
164 1 East Xxxxxxxx Plaza MLML Retail
174 1 Xxxxxx Portfolio MLML Various
174.01 1 Retail Center MLML Retail
174.02 0 Xxxxxx Xxxx XXXX Xxxxxx
000 0 Xxxx Xxxxxx MLML Self Storage
185 2 Doux Chene MLML Multifamily
188 1 1253-1257 Los Angeles Street MLML Retail
190 1 Hampton Inn - Pell City MLML Hospitality
191 1 Etowah Crossing Shopping Center MLML Retail
192 1 Flamingo Plaza MLML Retail
194 1 Pioneers Medical Arts Buildings MLML Office
198 1 Xxxxxxx Industrial Park MLML Industrial
199 1 Chapel Ridge - Retail MLML Retail
200 1 Milford Center MLML Retail
204 0 Xxxxxxxxxx Xxxxxx MLML Retail
205 1 Highland Village Plaza - Phase II MLML Retail
206 1 Superior Super Warehouse - Corona MLML Retail
207 1 Linkside Center MLML Retail
211 1 Village at Valleydale MLML Retail
218 1 Yuba City Self Storage MLML Self Storage
221 1 Executive Business Center at the District MLML Xxxxxx
000 0 Xxxxx Xxxxx - Xxxxxxx MLML Office
234 1 Walmart Shops at Panola MLML Retail
238 1 Advanced Stor Edge MLML Self Storage
244 2 Beech Kearny Apartments MLML Multifamily
251 1 AGA Medical XXXX Xxxxxx
XXXX # XXXXXX XXXXXXX
--------------------------------------------------------------------------------------------------------------------
2 Various
2.01 000 Xxxxx Xxxxxxxxx Xxxxx
2.02 00 Xxxxx Xxxxxxxxx Xxxxx
0 00000 Xxxxxxxxx Freeway
10 2203 Xxxxxxxxx Xxxxxxxxx
00 Various
12.01 0000 X Xxxxxx, XX
12.02 3314-3316, 3320, 3324-3326, 0000 X Xxxxxx; 3315 & 3323 Xxxx'x Alley
12.03 0000 X Xxxxxx
12.04 0000 X Xxxxxx
12.05 3300, 3304 & 0000 X Xxxxxx; 3301 & 3303 Xxxx'x Alley
12.06 0000 X Xxxxxx
12.07 0000 Xxxxxxxxx Xxxxxx, XX
12.08 0000-0000 X Xxxxxx
12.09 0000-0000 X Xxxxxx
12.1 3312, 3316 & 3320 Xxxx'x Alley
12.11 3235 & 0000 X Xxxxxx
12.12 0000 X Xxxxxx
12.13 0000 X Xxxxxx
12.14 3334, 3336 & 3340 Xxxx'x Alley
12.15 0000 X Xxxxxx
12.16 000 Xxxx Xxxxxx; 000 Xxxxx Xxxxx Xxxxxx
12.17 0000 X Xxxxxx
12.18 3033-3035 X Xxxxxx
00 Various
13.01 0000 Xxxxxxx Xxxxxxxx
13.02 0000 Xxxxxxxxxxx Xxxx
13.03 0000 Xxxxxxx Xxxx Xxxxxxx
13.04 6245 North Old 27
13.05 000 Xxxx Xxxxxxxxxx Xxxxx
13.06 0000 Xxxx Xxxx Xxxxxxx
00.00 0000 Xxxx XX 223
13.08 0000 Xxxx Xxxxxx Xxxxxx
13.09 000 Xxxx Xxxxx Xxxxx
13.10 0000 Xxxxxxxx Xxxx Xxxxx
13.11 00000 Xxx Xxxx Xxxxx
13.12 00 Xxxx 000 Xxxxx
13.13 000 Xxxx Xxxxxxxxxx Xxxxx
13.14 00000 Xxx Xxxx Xxxxx
00.00 0000 X.X Xxxxxxx 223
00 000-000 North Euclid Street
00 Xxxxxxx Xxxxxxxxx & Xxxxxx Xxxxxx
00 0000 & 0000 Xxxxx Xxxxxxx 000; 5354 & 0000 Xxxxxxxx Xxxxx; 5100, 5353 & 0000 Xxxxxx Xxxxx
17 0000 Xxxx Xxxxxx Xxxxxx
18 0000 Xxxxxx Xxxx
20 16300 Xxxxx Xxxxxxxxx
00 0000-0000 Xxxxx Diablo Xxxxxxxxx
00 000 Xxxx 0xx Xxxxxx
00 XXX of SR 161 and South 000xx Xxxxxx
26 0000-0000 Xxxxxxxxxx Xxxxxx
27 11787 - 11899 Xxxxxxxx Xxxxxxxxx
00 00000 Xxxxxxxxxx Xxxxxx
29 520 E. 0xx Xxxxxx
00 000-000 Xxxxxxx Xxxx
33 621 NE Xxxxxxx 0
00 00000 Xxxxxxx Xxxxxx
36 0000 Xxxx Xxxxxxx Xxxx
37 000-000 Xxxxx Xxxxxxxxx
38 000 Xxx Xxxxxxxxx Xxxxxx, XX
39 000 Xxxxx Xxxxxxxxxx Xxxxxx
00 0000-0000 Xxxxxxxxx Xxxxxx Xxxxx
00 0000 Xxx Xxxxxxxxxx Xxxx
42 000 Xxxx Xxxxxx Xxxxxx
44 0000-0000 Xxxxxx Xxxx South
46 210 Frwy at Xxxxxx Xxxxxx
00 0000 Xxxxxxx Xxxxxx
51 1131 Xxxxxxx Xxxxxx
00 0000 Xxx Xxxxxxx Xxxxxxxxx
54 Various
54.01 0000 Xxxxxxxxx Xxxxxxxxx
54.02 000 Xxxxx Xxxxxx Xxxxxxxxx
57 00000 Xxxxxxx Xxxxx
58 Various
58.01 0000 Xxxxxxx Xxxx
58.02 0000 Xxxxxxxxx Xxxx Xxxxxxxxx
00 00000 Xxxxxxx Boulevard
63 000-000 Xxxx Xxxxxxxxxx Xxxxxxxxx
65 3555 NW Federal Xxxxxxx
00 00000 Xxxxxxx Xxxxxxx Xxxxxxx
67 4510, 4815, 4901 & 0000 Xxxx 00xx Xxxxxx; 4900-4960 West Viking & 0000 Xxxxxxxxxx Xxxx; 0000 Xxxxxxxx Xxxxxx
68 0000 Xxxxxxxx Xxxxxxxxx
69 00-000 Xxxx Xxxxx Xxxx
00 00000 Xxxxxxxxx Boulevard
72 0000 Xxxxxxxx Xxxxxxx
00 0000-0000 Xxxxxxxxx Xxxx
00 00000 Xxxxxxxxxxxx Xxxx
81 0000 Xxxx Xxxxxxxxxx Xxxxxxxxx
00 000-000 Southeast Xxxxxxx Xxxx Xxx
00 0000-0000 Xxx Xxxxxxx Xxxx
89 Various
89.01 00000 Xxxx Xxxxxxx
89.02 0000 Xxxx Xxxxxxx
00 0000-0000 Xxxxxxxxx Xxxxxxxxx
00 00000 - 00000 Xx Xxxxx Xxxxxx
96 726 Raleigh Court
97 0000 Xxxxx Xxxx Xxxxxxxxx, XX
00 0000-0000 San Gabriel River Parkway
101 0000-0000 Xxxxxxxx Xxxxx
102 0000 Xxxx Xxxxxxxx Xxxx
112 45800 Rubidoux Street
113 0000 Xxxxx Xxxxxx Xxxxxxxxx
000 0000-0000 Xxxxx Xxxxx College Boulevard
115 3610, 3702, and 0000 Xxxx Xxxxx Xxxxxxxxx
000 00-00 Roosevelt Avenue
117 222 - 000 X 000xx Xxxxxx
118 000 Xxxxx Xxxxxxxx Xxxxxx
121 0000 Xxxxxxxxx Xxxxx
122 3611 21st Xxxxxx
000 00000 Xxxxxxxx Xxxx
131 000 Xxxx XxXxxxx Xxxxxx
133 000 Xxxxxxxxx Xxxxxxxxx
135 000 Xxxx Xxxx Xxxxxx
000 0000-0000 Xxx Xxxx Xxxxxx
000 00 Xxxxx 0xx Xxxxxx
142 0000 Xxxxxx Xxxxx
143 0000 Xxxxx Xxxxx Xxxxxx
148 0000-0000 Xxxxxxxxxx Xxxxx
153 00000 Xxxxxxx Xxxxxx
154 0000 XX Xxxxxxx Xxxx
157 1153 North 0xx Xxxxxx
158 1025-69 Xxxx 0xx Xxxxxx
000 0000 X. Xxxxxxxx
174 Various
174.01 0000 Xxxxxxxx Xxxx
174.02 3085 & 0000 Xxxxxxx Xxxx
178 0000 Xxxxx Xxxx Xxxxxx Xxxx
185 2101 Xxxxxx Xxxxxxxx Parkway South
188 1251 - 0000 Xxxxx Xxx Xxxxxxx Xxxxxx
190 000 Xxxxxxx Xxxx
191 000 Xxxxxxx Xxxxx Xxxx
192 5900, 5920 and 0000 Xxxx Xxxxxxxx Xxxx
194 000 Xxxx Xxxxxx Xxxx
198 12005 Xxxxx Xxxxxxx Xxx
000 00000 Xxxxxxxxx Xxxx
000 000-000 North Dual Xxxxxxx
000 0000 Xxxx Xxxxxxx Xxxxxx
000 0000-0000 Xxxxxxx Xxxxxx
000 0000 Xxxx 0xx Xxxxxx
207 00 Xxxx Xxxxxx Xxxx
211 0000 Xxxxxxxxxx Xxxx
218 0000 Xxxxxxx Xxxx
221 000 Xxxx Xxxx Xxxxxx
229 0000 Xxxxxx Xxxxxx
234 0000 Xxxxxxxxxx Xxxx
238 0000 Xxxxxxxxxx Xxxxxx
244 00 Xxxxx Xxxxxx
251 0000 Xxxxx Xxxxxxx Xxxx
CUT-OFF DATE ORIGINAL MONTHLY P&I DEBT ANNUAL P&I DEBT
LOAN # CITY COUNTY STATE ZIP CODE BALANCE ($) BALANCE ($) SERVICE ($) SERVICE ($)
-------------------------------------------------------------------------------------------------------------------------------
2 Xxxxxxx Xxxx XX 00000 225,000,000 225,000,000 1,150,130.21 13,801,562.52
2.01 Xxxxxxx Xxxx XX 00000 113,275,862 113,275,862
2.02 Xxxxxxx Xxxx XX 00000 111,724,138 111,724,138
9 Sugar Land Xxxx Xxxx XX 00000 194,612,784 195,000,000 1,122,653.11 13,471,837.32
00 Xxxxxx Xxxxxx XX 00000 140,000,000 140,000,000 658,858.80 7,906,305.60
12 Various Various Various Various 100,000,000 100,000,000 498,410.88 5,980,930.56
12.01 Xxxxxxxxxx Xxxxxxxx xx Xxxxxxxx XX 00000 11,540,000 11,540,000
12.02 Xxxxxxxxxx Xxxxxxxx xx Xxxxxxxx XX 00000 10,500,000 10,500,000
12.03 Xxxxxxxxxx Xxxxxxxx xx Xxxxxxxx XX 00000 10,000,000 10,000,000
12.04 Xxxxxxxxxx Xxxxxxxx xx Xxxxxxxx XX 00000 8,415,342 8,415,342
12.05 Xxxxxxxxxx Xxxxxxxx xx Xxxxxxxx XX 00000 8,155,000 8,155,000
12.06 Xxxxxxxxxx Xxxxxxxx xx Xxxxxxxx XX 00000 7,300,000 7,300,000
12.07 Xxxxxxxxxx Xxxxxxxx xx Xxxxxxxx XX 00000 5,600,000 5,600,000
12.08 Xxxxxxxxxx Xxxxxxxx xx Xxxxxxxx XX 00000 5,440,591 5,440,591
12.09 Xxxxxxxxxx Xxxxxxxx xx Xxxxxxxx XX 00000 5,100,000 5,100,000
12.1 Xxxxxxxxxx Xxxxxxxx xx Xxxxxxxx XX 00000 5,000,000 5,000,000
12.11 Xxxxxxxxxx Xxxxxxxx xx Xxxxxxxx XX 00000 4,950,000 4,950,000
12.12 Xxxxxxxxxx Xxxxxxxx xx Xxxxxxxx XX 00000 4,725,000 4,725,000
12.13 Xxxxxxxxxx Xxxxxxxx xx Xxxxxxxx XX 00000 4,084,409 4,084,409
12.14 Xxxxxxxxxx Xxxxxxxx xx Xxxxxxxx XX 00000 3,160,000 3,160,000
12.15 Xxxxxxxxxx Xxxxxxxx xx Xxxxxxxx XX 00000 2,800,000 2,800,000
12.16 Alexandria Xxxxxxxxxx Xxxx XX 00000 1,490,000 1,490,000
12.17 Xxxxxxxxxx Xxxxxxxx xx Xxxxxxxx XX 00000 1,284,658 1,284,658
12.18 Xxxxxxxxxx Xxxxxxxx xx Xxxxxxxx XX 00000 455,000 455,000
13 Various Various Various Various 67,000,000 67,000,000 412,530.52 4,950,366.24
13.01 Xxxxxx Xxxx Xxxxxxxxx XX 00000 8,797,500 8,797,500
13.02 Xxxxxxx Xxxxxx XX 00000 6,720,000 6,720,000
13.03 Xxxxxx Xxxx Xxxxxxxxx XX 00000 6,480,000 6,480,000
13.04 Xxxxxxx Xxxxxxx XX 00000 6,240,000 6,240,000
13.05 Xxxxxxxxx Xx Xxxxxx XX 00000 5,760,000 5,760,000
13.06 Warsaw Xxxxxxxxx XX 00000 5,360,000 5,360,000
13.07 Xxxxxx Xxxxxxx XX 00000 4,290,000 4,290,000
13.08 Adrian Xxxxxxx XX 00000 3,693,000 3,693,000
13.09 Xx Xxxxx Xx Xxxxx XX 00000 3,172,500 3,172,500
13.10 Xxxxxxx Xxxxxxxxx XX 00000 3,168,000 3,168,000
13.11 Xxxxxxxx Xxxxxxx XX 00000 3,014,000 3,014,000
13.12 Howe Xxxxxxxx XX 00000 2,945,000 2,945,000
13.13 Xxxxxxxxx Xx Xxxxxx XX 00000 2,880,000 2,880,000
13.14 Xxxxxxxx Xxxxxxx XX 00000 2,720,000 2,720,000
13.15 Xxxxxx Xxxxxxx XX 00000 1,760,000 1,760,000
14 Xxxxxxx Xxxxxx XX 00000 61,750,000 61,750,000 284,108.25 3,409,299.00
00 Xxx Xxxxx Xxxxx XX 00000 56,250,000 56,250,000 258,803.06 3,105,636.72
00 Xx. Xxxxx Xxxx Xxxxxxxx XX 00000 50,250,000 50,250,000 280,472.04 3,365,664.48
17 Xxxxxxxxxxx Xxxxxxxx XX 00000 50,000,000 50,000,000 233,891.49 2,806,697.88
00 Xxxxxxxxxxx Xxxxxxxx XX 00000 46,364,964 46,500,000 275,347.45 3,304,169.40
00 Xxxxxxxxxx Xxxxx Xxxxxx XX 00000 45,600,000 45,600,000 209,803.01 2,517,636.12
00 Xxxxxx Xxxxx Xxxxxx Xxxxx XX 00000 44,200,000 44,200,000 203,361.69 2,440,340.28
00 Xxxxxx Xxxx XX 00000 41,000,000 41,000,000 253,650.57 3,043,806.84
00 Xxxxxxx Xxx Xxxx XX 00000 40,500,000 40,500,000 244,931.07 2,939,172.84
00 Xxx Xxxxx Xxx Xxxxx XX 00000 39,050,000 39,050,000 215,466.27 2,585,595.24
00 Xxxxxx Xxxxxxxxx Xxx Xxxxxxxxxx XX 00000 37,400,000 37,400,000 219,445.64 2,633,347.68
28 Xxxx Xxxxxxxxxxxx XX 00000 33,500,000 33,500,000 199,773.80 2,397,285.60
29 Xxxxxx Xxxxxx XX 00000 33,200,000 33,200,000 152,751.32 1,833,015.84
00 Xxxxx Xxxxxx Xxxxxx XX 00000 31,100,000 31,100,000 143,089.34 1,717,072.08
00 Xxxx Xxxxxxx Xxxxxxxxx XX 00000 30,900,000 30,900,000 142,169.15 1,706,029.80
34 Chino Xxx Xxxxxxxxxx XX 00000 28,550,000 28,550,000 131,356.93 1,576,283.16
00 Xxx Xxxxx Xxxxx XX 00000 26,000,000 26,000,000 152,039.81 1,824,477.72
00 Xxxxxx Xxxxxx Xxxxx XX 00000 25,750,000 25,750,000 118,474.29 1,421,691.48
00 Xxxxxxxxxx Xxxxxxxx xx Xxxxxxxx XX 00000 25,600,000 25,600,000 153,962.56 1,847,550.72
39 Xxxxxxx Xxxxxx XX 00000 25,500,000 25,500,000 117,324.05 1,407,888.60
40 Xxxxxxxxxxxx Xxxxxx XX 00000 25,400,000 25,400,000 154,254.24 1,851,050.88
41 Vienna Xxxxxxx XX 00000 25,200,000 25,200,000 151,556.90 1,818,682.80
00 Xxx Xxxxxxx Xxxxx XX 00000 24,200,000 24,200,000 145,542.74 1,746,512.88
00 Xxxxxxx Xxxxxx XX 00000 23,290,000 23,290,000 107,155.97 1,285,871.64
00 Xxx Xxxxx Xxx Xxxxxxx XX 00000 22,500,000 22,500,000 102,380.60 1,228,567.20
00 Xxxxxxxxxx Xxxxx Xxxxxx XX 00000 21,600,000 21,600,000 99,380.38 1,192,564.56
51 Xxxxxx Xxx Xxxxxxx XX 00000 21,375,000 21,375,000 126,782.93 1,521,395.16
52 Xxxxxxxxx Xxxxxxx XX 00000 21,040,000 21,040,000 96,803.85 1,161,646.20
54 Various Various FL Various 20,900,000 20,900,000 123,965.53 1,487,586.36
54.01 Clearwater Xxxxxxxx XX 00000 13,097,333 13,097,333
54.02 Xxxxxxx Xxxxxxxx XX 00000 7,802,667 7,802,667
57 Sterling Xxxxxxx XX 00000 19,700,000 19,700,000 116,847.89 1,402,174.68
58 Various Various TX Various 19,500,000 19,500,000 118,963.66 1,427,563.92
58.01 Carrollton Xxxxxx XX 00000 11,281,750 11,281,750
58.02 Xxxxxxxxxx Xxxxxx XX 00000 8,218,250 8,218,250
61 Xxxxxxx Xxxxxxx XX 00000 19,300,000 19,300,000 88,798.21 1,065,578.52
00 Xxx Xxxxxxx Xxx Xxxxxxx XX 00000 19,140,000 19,140,000 104,370.13 1,252,441.56
00 Xxxxxx Xxxxx Xxxxxx XX 00000 18,640,000 18,640,000 110,644.15 1,327,729.80
00 Xxxx Xxxxx Xxxxxxxxx XX 00000 18,500,000 18,500,000 85,117.45 1,021,409.40
00 Xxxxx Xxxxxxxx XX 00000 18,500,000 18,500,000 109,848.66 1,318,183.92
00 Xx Xxxxx Xxx Xxxxxxx XX 00000 18,200,000 18,200,000 83,737.17 1,004,846.04
00 Xxxxxx Xxxxxxxxx XX 00000 18,000,000 18,000,000 104,928.79 1,259,145.48
00 Xxx Xxxxxxx Xxxxxxx XX 00000 17,150,000 17,150,000 78,906.18 946,874.16
72 Reno Xxxxxx XX 00000 16,800,000 16,800,000 76,444.18 917,330.16
74 Orangevale Xxxxxxxxxx XX 00000 16,700,000 16,700,000 76,835.75 922,029.00
00 Xxxxx Xxxxx Xxxxxxxxx XX 00000 16,325,000 16,325,000 97,143.14 1,165,717.68
00 Xxx Xxxxx Xxxxx XX 00000 16,000,000 16,000,000 100,164.77 1,201,977.24
00 Xxxxxxx Xxxxxxxxx XX 00000 15,700,000 15,700,000 93,826.83 1,125,921.96
86 Riverhead Xxxxxxx XX 00000 14,983,888 15,000,000 86,111.85 1,033,342.20
89 Various Various TX Various 14,831,913 14,900,000 97,544.13 1,170,529.56
89.01 Xxxxxxx Xxxxxx XX 00000 9,617,039 9,661,187
89.02 League City Xxxxxxxxx XX 00000 5,214,873 5,238,813
00 Xxx Xxxx Xxx Xxxxxxx XX 00000 14,468,283 14,500,000 87,104.95 1,045,259.40
00 Xxxxx Xxxxx Xxxxxx XX 00000 14,200,000 14,200,000 85,044.90 1,020,538.80
00 Xxxxxxxx Xxxxxxxxx XX 00000 14,200,000 14,200,000 71,530.20 858,362.40
97 Xxxxxxx Xxxxxxxx XX 00000 14,000,000 14,000,000 64,413.21 772,958.52
00 Xxxx Xxxxxx Xxx Xxxxxxx XX 00000 14,000,000 14,000,000 72,829.33 873,951.96
000 Xxxxxxx Xxxxxx XX 00000 13,800,000 13,800,000 63,493.02 761,916.24
000 Xxxxxxxxx Xxxxxxxxx XX 00000 13,700,000 13,700,000 83,632.85 1,003,594.20
000 Xxxxx Xxxxxxxxx XX 00000 6,940,124 6,960,000 41,567.76 498,813.12
000 Xxxxxx Xxxxxxxxx XX 00000 4,905,950 4,920,000 29,384.11 352,609.32
114 Xxxxxxx Xxxxxx XX 00000 11,825,000 11,825,000 54,406.15 652,873.80
000 Xxxxxxxx Xxxxxxx XX 00000 11,325,000 11,325,000 65,264.61 783,175.32
000 Xxxxxxx Xxxxxxx Xxxxxx XX 00000 11,134,678 11,145,000 69,530.30 834,363.60
000 Xxx Xxxx Xxx Xxxx XX 00000 11,000,000 11,000,000 67,015.10 804,181.20
000 Xxxxxxx Xxx Xxxxxxxxxx XX 00000 10,989,462 11,000,000 67,371.59 808,459.08
000 Xxxxxx Xxxxxx XX 00000 10,200,000 10,200,000 60,695.87 728,350.44
000 Xxxxxxx Xxxxxxx XX 00000 10,070,000 10,070,000 66,366.47 796,397.64
000 Xxxxxxxxxxx Xxx Xxxxxxxxxx XX 00000 9,400,000 9,400,000 57,584.28 691,011.36
000 Xxxxx Xxxx Xx. Xxxxxx XX 00000 9,000,000 9,000,000 45,777.08 549,324.96
000 Xxxxxxx Xxxxxxx Xxxx XX 00000 8,800,000 8,800,000 53,304.81 639,657.72
000 Xxxxxxx Xxxxxxxx XX 00000 8,750,000 8,750,000 52,348.21 628,178.52
000 Xxxx Xxxx Xxxxxxxxxx XX 00000 8,700,000 8,700,000 40,028.21 480,338.52
000 Xxxxxxxxxxx Xxxxxxxx XX 00000 8,646,028 8,663,000 49,279.23 591,350.76
000 Xxxxxxx Xxxxx XX 00000 8,342,016 8,350,000 51,195.36 614,344.32
000 Xxxxx Xxx Xxxxxx XX 00000 8,192,294 8,200,000 50,755.77 609,069.24
000 Xxx Xxxxx Xxx Xxxxx XX 00000 7,789,141 7,800,000 51,367.46 616,409.52
000 Xxxxx Xxx Xxxxxxxxxx XX 00000 7,253,356 7,300,000 63,831.87 765,982.44
000 Xxxxx Xxxxxx XX 00000 7,100,000 7,100,000 42,476.84 509,722.08
000 Xxxxxxxx Xxxxx XX 00000 6,900,000 6,900,000 42,126.13 505,513.56
000 Xxxxxxxx Xxxx XX 00000 6,800,000 6,800,000 42,112.32 505,347.84
164 Xxxxxxxx Xxxxxxxxx XX 00000 6,295,000 6,295,000 28,962.94 347,555.28
000 Xxx Xxxxx Xxxxx XX Various 5,794,443 5,800,000 35,523.20 426,278.40
174.01 Xxx Xxxxx Xxxxx XX 00000 3,410,127 3,413,397
174.02 Xxx Xxxxx Xxxxx XX 00000 2,384,316 2,386,603
000 Xxx Xxxxx Xxxxx XX 00000 5,600,000 5,600,000 33,495.66 401,947.92
000 Xxxxxxx Xxxxxxx Xxxxxx XX 00000 5,292,867 5,300,000 35,620.57 427,446.84
000 Xxx Xxxxxxx Xxx Xxxxxxx XX 00000 5,100,000 5,100,000 30,836.59 370,039.08
000 Xxxx Xxxx Xx. Xxxxx XX 00000 4,783,565 4,800,000 40,634.90 487,618.80
000 Xxxxxxx Xxxxxx XX 00000 4,500,000 4,500,000 28,315.93 339,791.16
000 Xxx Xxxxx Xxxxx XX 00000 4,500,000 4,500,000 26,817.97 321,815.64
000 Xxxxxxx Xxxxxxxx XX 00000 4,500,000 4,500,000 26,619.20 319,430.40
198 Xxxxxxxx Xxxxxxxxx XX 00000 4,250,000 4,250,000 27,283.51 327,402.12
000 Xxxx Xxxxx Xxxxx XX 00000 4,218,517 4,230,000 25,187.76 302,253.12
200 Xxxxxxx Xxxxxx XX 00000 4,215,000 4,215,000 24,849.87 298,198.44
000 Xxxxxxxxxx XxXxxx XX 00000 3,992,848 4,000,000 24,239.79 290,877.48
000 Xxxxxxxx Xxx Xxxxxxxxxx XX 00000 3,992,388 4,000,000 23,521.09 282,253.08
000 Xxxxxx Xxxxxxxxx XX 00000 3,924,761 3,950,000 34,539.16 414,469.92
000 Xxxxxxxx Xxxx XX 00000 3,810,000 3,810,000 22,462.16 269,545.92
000 Xxxxxxxxxx Xxxxxx XX 00000 3,750,000 3,750,000 22,603.83 271,245.96
000 Xxxx Xxxx Xxxxxx XX 00000 3,500,000 3,500,000 21,322.99 255,875.88
000 XxXxxxx Xxxxxxx XX 00000 3,396,615 3,400,000 20,384.72 244,616.64
000 Xxxxxxx Xxxxxx XX 00000 3,137,050 3,140,000 19,437.79 233,253.48
000 Xxxxxxxx XxXxxx XX 00000 2,869,825 2,875,000 17,366.68 208,400.16
000 Xxxxxx Xxxxxxxxx XX 0000 2,600,000 2,600,000 15,705.52 188,466.24
000 Xxxxxx Xxxxxx XX 0000 2,450,000 2,450,000 14,655.93 175,871.16
251 Xxxxxxxxxx Xxxxxx XX 00000 2,293,578 2,300,000 13,893.34 166,720.08
NET MONTHLY
INTEREST PRIMARY MASTER TRUSTEE AND SUB SERVICIN ADMIN. MORTGAGE PAYMENT
LOAN # RATE % SERVICING FEE SERVICING FEE PAYING AGENT FEE FEE RATE FEE % RATE % ACCRUAL TYPE TERM DATE
-----------------------------------------------------------------------------------------------------------------------------
2 6.0500 0.010 0.010 0.0004 0.0204 6.02960 Actual/360 60 1
2.01
2.02
9 5.6260 0.010 0.0004 0.0100 0.0204 5.60560 Actual/360 60 1
10 5.5700 0.010 0.0004 0.0100 0.0204 5.54960 Actual/360 60 8
12 5.8990 0.010 0.010 0.0004 0.0204 5.87860 Actual/360 120 1
12.01
12.02
12.03
12.04
12.05
12.06
12.07
12.08
12.09
12.1
12.11
12.12
12.13
12.14
12.15
12.16
12.17
12.18
13 6.2500 0.010 0.010 0.0004 0.0204 6.22960 Actual/360 120 1
13.01
13.02
13.03
13.04
13.05
13.06
13.07
13.08
13.09
13.10
13.11
13.12
13.13
13.14
13.15
14 5.4455 0.010 0.010 0.0004 0.0204 5.42510 Actual/360 120 1
15 5.4455 0.010 0.010 0.0004 0.0204 5.42510 Actual/360 120 1
16 5.8200 0.010 0.010 0.0004 0.0204 5.79960 Actual/360 120 1
17 5.5365 0.010 0.010 0.0004 0.0204 5.51610 Actual/360 120 1
18 5.8845 0.010 0.0004 0.0100 0.0304 5.85410 Actual/360 120 1
20 5.4455 0.010 0.010 0.0004 0.0204 5.42510 Actual/360 120 1
21 5.4455 0.010 0.010 0.0004 0.0204 5.42510 Actual/360 120 1
23 6.2952 0.010 0.010 0.0004 0.0204 6.27480 Actual/360 120 1
25 6.0810 0.010 0.010 0.0004 0.0204 6.06060 Actual/360 120 1
26 5.2430 0.010 0.010 0.0004 0.0204 5.22260 Actual/360 120 1
27 5.8000 0.010 0.010 0.0004 0.0250 0.0454 5.75460 Actual/360 120 1
28 5.9500 0.010 0.010 0.0004 0.0204 5.92960 Actual/360 120 1
29 5.4455 0.010 0.010 0.0004 0.0204 5.42510 Actual/360 120 1
32 5.4455 0.010 0.010 0.0004 0.0204 5.42510 Actual/360 120 1
33 5.4455 0.010 0.010 0.0004 0.0204 5.42510 Actual/360 120 1
34 5.4455 0.010 0.010 0.0004 0.0204 5.42510 Actual/360 120 1
36 6.2160 0.010 0.010 0.0004 0.0204 6.19560 Actual/360 120 1
37 5.4455 0.010 0.010 0.0004 0.0204 5.42510 Actual/360 120 1
38 6.0290 0.010 0.010 0.0004 0.0204 6.00860 Actual/360 120 1
39 5.4455 0.010 0.010 0.0004 0.0204 5.42510 Actual/360 120 1
40 6.1202 0.010 0.0004 0.0500 0.0604 6.05980 Actual/360 120 1
41 6.0290 0.010 0.010 0.0004 0.0204 6.00860 Actual/360 120 1
42 6.0290 0.010 0.010 0.0004 0.0204 6.00860 Actual/360 120 1
44 5.4455 0.010 0.010 0.0004 0.0204 5.42510 Actual/360 120 1
46 5.3855 0.010 0.010 0.0004 0.0204 5.36510 Actual/360 120 1
49 5.4455 0.010 0.010 0.0004 0.0204 5.42510 Actual/360 120 1
51 5.9000 0.010 0.010 0.0004 0.0204 5.87960 Actual/360 120 1
52 5.4455 0.010 0.010 0.0004 0.0204 5.42510 Actual/360 120 1
54 5.9000 0.010 0.010 0.0004 0.0204 5.87960 Actual/360 120 1
54.01
54.02
57 5.9000 0.010 0.010 0.0004 0.0204 5.87960 Actual/360 120 1
58 6.1630 0.010 0.010 0.0004 0.0204 6.14260 Actual/360 120 1
58.01
58.02
61 5.4455 0.010 0.010 0.0004 0.0204 5.42510 Actual/360 120 1
63 5.6260 0.010 0.010 0.0004 0.0204 5.60560 Actual/360 120 1
65 5.9070 0.010 0.010 0.0004 0.0204 5.88660 Actual/360 120 1
66 5.4455 0.010 0.010 0.0004 0.0204 5.42510 Actual/360 120 1
67 5.9100 0.010 0.010 0.0004 0.0204 5.88960 Actual/360 60 1
68 5.4455 0.010 0.010 0.0004 0.0204 5.42510 Actual/360 120 1
69 5.7400 0.010 0.010 0.0004 0.0204 5.71960 Actual/360 120 1
71 5.4455 0.010 0.010 0.0004 0.0204 5.42510 Actual/360 120 1
72 5.3855 0.010 0.010 0.0004 0.0204 5.36510 Actual/360 120 1
74 5.4455 0.010 0.010 0.0004 0.0204 5.42510 Actual/360 120 1
76 5.9300 0.010 0.010 0.0004 0.0204 5.90960 Actual/360 120 1
81 6.4080 0.010 0.010 0.0004 0.0204 6.38760 Actual/360 120 1
82 5.9700 0.010 0.010 0.0004 0.0204 5.94960 Actual/360 120 1
86 5.6000 0.010 0.010 0.0004 0.0204 5.57960 Actual/360 120 1
89 6.8410 0.010 0.010 0.0004 0.0204 6.82060 Actual/360 120 1
89.01
89.02
92 6.4500 0.010 0.0004 0.0830 0.0934 6.35660 Actual/360 120 1
95 5.9900 0.010 0.010 0.0004 0.0204 5.96960 Actual/360 120 1
96 5.9620 0.010 0.0004 0.0400 0.0504 5.91160 Actual/360 120 1
97 5.4455 0.010 0.010 0.0004 0.0204 5.42510 Actual/360 120 1
98 6.1570 0.010 0.010 0.0004 0.0204 6.13660 Actual/360 60 1
101 5.4455 0.010 0.010 0.0004 0.0204 5.42510 Actual/360 120 1
102 6.1690 0.010 0.010 0.0004 0.0204 6.14860 Actual/360 120 1
112 5.9640 0.010 0.0004 0.0500 0.0604 5.90360 Actual/360 120 1
113 5.9640 0.010 0.0004 0.0500 0.0604 5.90360 Actual/360 120 1
114 5.4455 0.010 0.010 0.0004 0.0204 5.42510 Actual/360 120 1
115 5.6350 0.010 0.010 0.0004 0.0204 5.61460 Actual/360 120 1
116 6.3750 0.010 0.010 0.0004 0.0204 6.35460 Actual/360 120 1
117 6.1500 0.010 0.010 0.0004 0.0204 6.12960 Actual/360 120 1
118 6.2000 0.010 0.010 0.0004 0.0204 6.17960 Actual/360 120 1
121 5.9300 0.010 0.010 0.0004 0.0204 5.90960 Actual/360 120 1
122 6.2400 0.010 0.010 0.0004 0.0204 6.21960 Actual/360 120 1
126 6.2020 0.010 0.010 0.0004 0.0204 6.18160 Actual/360 120 1
131 6.0200 0.010 0.0004 0.0400 0.0504 5.96960 Actual/360 60 1
133 6.0960 0.010 0.010 0.0004 0.0204 6.07560 Actual/360 120 1
135 5.9800 0.010 0.010 0.0004 0.0204 5.95960 Actual/360 120 1
136 5.4455 0.010 0.010 0.0004 0.0204 5.42510 Actual/360 120 1
137 5.9800 0.010 0.010 0.0004 0.0204 5.95960 Actual/360 120 1
142 6.2100 0.010 0.010 0.0004 0.0204 6.18960 Actual/360 120 1
143 6.3000 0.010 0.010 0.0004 0.0204 6.27960 Actual/360 120 1
148 6.2320 0.010 0.010 0.0004 0.0204 6.21160 Actual/360 120 1
153 6.5600 0.010 0.010 0.0004 0.0204 6.53960 Actual/360 180 1
154 5.9800 0.010 0.010 0.0004 0.0204 5.95960 Actual/360 120 1
157 6.1700 0.010 0.010 0.0004 0.0204 6.14960 Actual/360 120 1
158 6.3050 0.010 0.010 0.0004 0.0204 6.28460 Actual/360 120 1
164 5.4455 0.010 0.010 0.0004 0.0204 5.42510 Actual/360 120 1
174 6.2000 0.010 0.010 0.0004 0.0204 6.17960 Actual/360 120 1
174.01
174.02
178 5.9780 0.010 0.010 0.0004 0.0204 5.95760 Actual/360 120 1
185 6.4500 0.010 0.010 0.0004 0.0204 6.42960 Actual/360 120 1
188 6.0790 0.010 0.010 0.0004 0.0204 6.05860 Actual/360 120 1
190 6.0500 0.010 0.0004 0.0700 0.0804 5.96960 Actual/360 60 1
191 6.4570 0.010 0.0004 0.0800 0.0904 6.36660 Actual/360 120 1
192 5.9440 0.010 0.010 0.0004 0.0204 5.92360 Actual/360 120 1
194 5.8750 0.010 0.010 0.0004 0.0204 5.85460 Actual/360 120 1
198 6.6500 0.010 0.010 0.0004 0.0204 6.62960 Actual/360 120 1
199 6.3730 0.010 0.010 0.0004 0.0204 6.35260 Actual/360 120 1
200 5.8440 0.010 0.010 0.0004 0.0204 5.82360 Actual/360 120 1
204 6.1000 0.010 0.010 0.0004 0.0204 6.07960 Actual/360 120 1
205 5.8200 0.010 0.010 0.0004 0.0204 5.79960 Actual/360 120 1
206 6.5600 0.010 0.010 0.0004 0.0204 6.53960 Actual/360 180 1
207 5.8440 0.010 0.010 0.0004 0.0204 5.82360 Actual/360 120 1
211 6.0500 0.010 0.010 0.0004 0.0204 6.02960 Actual/360 120 1
218 6.1500 0.010 0.010 0.0004 0.0204 6.12960 Actual/360 120 1
221 6.0000 0.010 0.010 0.0004 0.0204 5.97960 Actual/360 120 1
229 6.3010 0.010 0.010 0.0004 0.0204 6.28060 Actual/360 120 1
234 6.0700 0.010 0.010 0.0004 0.0204 6.04960 Actual/360 120 1
238 6.0700 0.010 0.010 0.0004 0.0204 6.04960 Actual/360 120 1
244 5.9790 0.010 0.010 0.0004 0.0204 5.95860 Actual/360 120 1
251 6.0700 0.010 0.010 0.0004 0.0204 6.04960 Actual/360 120 1
MATURITY/ AMORT ARD ENVIRONMENTAL CROSS CROSS
LOAN # REM. TERM ARD DATE TERM REM. AMORT TITLE TYPE ARD LOAN STEP UP INSURANCE DEFAULTED COLLATERALIZED
---------------------------------------------------------------------------------------------------------------------------
2 59 11/1/2011 0 0 Fee/Leasehold No No No
2.01 Fee No 0 0
2.02 Leasehold No 0 0
9 58 10/1/2011 360 358 Fee No No No
10 60 12/8/2011 0 0 Fee No No No
12 117 9/1/2016 0 0 Fee No No No
12.01 Fee No 0 0
12.02 Fee No 0 0
12.03 Fee No 0 0
12.04 Fee No 0 0
12.05 Fee No 0 0
12.06 Fee No 0 0
12.07 Fee No 0 0
12.08 Fee No 0 0
12.09 Fee No 0 0
12.1 Fee No 0 0
12.11 Fee No 0 0
12.12 Fee No 0 0
12.13 Fee No 0 0
12.14 Fee No 0 0
12.15 Fee No 0 0
12.16 Fee No 0 0
12.17 Fee No 0 0
12.18 Fee No 0 0
13 120 12/1/2016 360 360 Fee No No No
13.01 Fee No 0 0
13.02 Fee No 0 0
13.03 Fee No 0 0
13.04 Fee No 0 0
13.05 Fee No 0 0
13.06 Fee No 0 0
13.07 Fee No 0 0
13.08 Fee No 0 0
13.09 Fee No 0 0
13.10 Fee No 0 0
13.11 Fee No 0 0
13.12 Fee No 0 0
13.13 Fee No 0 0
13.14 Fee No 0 0
13.15 Fee No 0 0
14 119 11/1/2016 0 0 Fee Yes No No
15 119 11/1/2016 0 0 Fee Yes No No
16 120 12/1/2016 420 420 Fee No No No
17 119 11/1/2016 0 0 Fee No No No
18 117 9/1/2016 360 357 Fee No No No
20 119 11/1/2016 0 0 Fee Yes No No
21 119 11/1/2016 0 0 Fee Yes No No
23 117 9/1/2016 360 360 Leasehold No No No
25 119 11/1/2016 360 360 Fee No No No
26 108 12/1/2015 360 360 Fee No No No
27 118 10/1/2016 360 360 Fee No No No
28 118 10/1/2016 360 360 Fee No No No
29 119 11/1/2016 0 0 Fee Yes No No
32 119 11/1/2016 0 0 Fee Yes No No
33 119 11/1/2016 0 0 Fee Yes No No
34 119 11/1/2016 0 0 Fee Yes No No
36 117 9/1/2016 420 420 Fee No No No
37 119 11/1/2016 0 0 Fee Yes No No
38 118 10/1/2016 360 360 Fee/Leasehold No No No
39 119 11/1/2016 0 0 Fee Yes No No
40 119 11/1/2016 360 360 Fee No No No
41 118 10/1/2016 360 360 Fee No No No
42 118 10/1/2016 360 360 Fee No No No
44 119 11/1/2016 0 0 Fee Yes No No
46 119 11/1/2016 0 0 Fee Yes No No
49 119 11/1/2016 0 0 Fee Yes No No
51 120 12/1/2016 360 360 Fee No No No
52 119 11/1/2016 0 0 Fee Yes No No
54 120 12/1/2016 360 360 Fee No No No
54.01 Fee No 0 0
54.02 Fee No 0 0
57 120 12/1/2016 360 360 Fee No No No
58 118 10/1/2016 360 360 Fee No No No
58.01 Fee No 0 0
58.02 Fee No 0 0
61 119 11/1/2016 0 0 Fee Yes No No
63 120 12/1/2016 420 420 Fee No No No
65 119 11/1/2016 360 360 Fee No No No
66 119 11/1/2016 0 0 Fee Yes No No
67 60 12/1/2011 360 360 Fee No No No
68 119 11/1/2016 0 0 Fee/Leasehold Yes No No
69 120 12/1/2016 360 360 Fee No No No
71 119 11/1/2016 0 0 Fee Yes No No
72 119 11/1/2016 0 0 Fee Yes No No
74 119 11/1/2016 0 0 Fee Yes No No
76 120 12/1/2016 360 360 Fee No No No
81 118 10/1/2016 360 360 Fee No No No
82 117 9/1/2016 360 360 Fee No No No
86 119 11/1/2016 360 359 Fee No No No
89 114 6/1/2016 360 354 Fee No No No
89.01 Fee No 0 0
89.02 Fee No 0 0
92 116 8/1/2016 420 416 Fee No No No
95 120 12/1/2016 360 360 Fee No No No
96 119 11/1/2016 0 0 Fee No No No
97 119 11/1/2016 0 0 Fee Yes No No
98 59 11/1/2011 0 0 Fee No No No
101 119 11/1/2016 0 0 Fee Yes No No
102 119 11/1/2016 360 360 Fee Yes No No
112 117 9/1/2016 360 357 Fee No Yes Yes
113 117 9/1/2016 360 357 Fee No Yes Yes
114 119 11/1/2016 0 0 Fee Yes No No
115 119 11/1/2016 360 360 Fee No No No
116 119 11/1/2016 360 359 Fee No No No
117 118 10/1/2016 360 360 Fee No No No
118 119 11/1/2016 360 359 Fee No No No
121 120 12/1/2016 360 360 Fee No No No
122 120 12/1/2016 300 300 Fee/Leasehold No No No
126 120 12/1/2016 360 360 Fee No No No
131 58 10/1/2011 0 0 Fee No No No
133 118 10/1/2016 360 360 Fee No No No
135 119 11/1/2016 360 360 Fee No No No
136 119 11/1/2016 0 0 Fee Yes No No
137 117 9/1/2016 420 417 Fee No No No
142 119 11/1/2016 360 359 Fee No No No
143 119 11/1/2016 360 359 Fee No No No
148 119 11/1/2016 300 299 Fee No No No
153 178 10/1/2021 180 178 Fee No No No
154 118 10/1/2016 360 360 Fee No No No
157 118 10/1/2016 360 360 Fee No No No
158 118 10/1/2016 360 360 Fee No No No
164 119 11/1/2016 0 0 Fee Yes No No
174 119 11/1/2016 360 359 Fee No No No
174.01 Fee No 0 0
174.02 Fee No 0 0
178 119 11/1/2016 360 360 Fee No No No
185 119 11/1/2016 300 299 Fee No No No
188 118 10/1/2016 360 360 Fee No No No
190 59 11/1/2011 180 179 Fee No No No
191 119 11/1/2016 360 360 Fee No No No
192 119 11/1/2016 360 360 Fee No No No
194 120 12/1/2016 360 360 Leasehold No No No
198 115 7/1/2016 360 360 Fee No No No
199 115 7/1/2016 420 415 Fee No No No
200 120 12/1/2016 360 360 Fee No No No
204 118 10/1/2016 360 358 Fee No No No
205 118 10/1/2016 360 358 Fee No No No
206 178 10/1/2021 180 178 Fee No No No
207 120 12/1/2016 360 360 Fee No No No
211 120 12/1/2016 360 360 Fee No No No
218 120 12/1/2016 360 360 Fee No No No
221 119 11/1/2016 360 359 Fee No No No
229 119 11/1/2016 360 359 Fee No No No
234 118 10/1/2016 360 358 Fee No No No
238 120 12/1/2016 360 360 Fee No No No
244 118 10/1/2016 360 360 Fee No No No
251 117 9/1/2016 360 357 Fee No No No
PARTIAL UPFRONT UPFRONT UPFRONT UPFRONT
DEFEASANCE LETTER OF HOLDBACK ENGINEERING CAPEX TI/LC RE TAX
LOAN # ALLOWED CREDIT LOCKBOX TYPE AMOUNT RESERVE ($) RESERVE ($) RESERVE ($) RESERVE ($)
-----------------------------------------------------------------------------------------------------------------------------
2 No No Hard - 4,000,000
2.01 0 0 -
2.02 0 0 -
9 No No Hard -
10 No No Hard -
12 Yes No Hard - 3,000,000 4,236,901 534,301
12.01 0 0 -
12.02 0 0 -
12.03 0 0 -
12.04 0 0 -
12.05 0 0 -
12.06 0 0 -
12.07 0 0 -
12.08 0 0 -
12.09 0 0 -
12.1 0 0 -
12.11 0 0 -
12.12 0 0 -
12.13 0 0 -
12.14 0 0 -
12.15 0 0 -
12.16 0 0 -
12.17 0 0 -
12.18 0 0 -
13 Yes No Soft at Closing, Springing Hard - 141,125 4,325,000 279,659
13.01 0 0 -
13.02 0 0 -
13.03 0 0 -
13.04 0 0 -
13.05 0 0 -
13.06 0 0 -
13.07 0 0 -
13.08 0 0 -
13.09 0 0 -
13.10 0 0 -
13.11 0 0 -
13.12 0 0 -
13.13 0 0 -
13.14 0 0 -
13.15 0 0 -
14 No No None at Closing, Springing Hard -
15 No No None at Closing, Springing Hard -
16 No No Soft at Closing, Springing Hard -
17 No No Hard -
18 No No Hard -
20 No No None at Closing, Springing Hard -
21 No No None at Closing, Springing Hard -
23 No No Hard - 1,438,800 43,098 194,998
25 No No Hard 700,000 133,175
26 No Yes Hard 4,500,000 25,766
27 No No - 315,290
28 No No - 430,593
29 No No None at Closing, Springing Hard -
32 No No None at Closing, Springing Hard -
33 No No None at Closing, Springing Hard -
34 No No None at Closing, Springing Hard -
36 No No - 128,500 175,000 56,430
37 No No None at Closing, Springing Hard -
38 No No Soft at Closing, Springing Hard - 19,263 171,264
39 No No None at Closing, Springing Hard -
40 No Yes Hard - 119,419 336,000 19,004
41 No No Soft at Closing, Springing Hard - 16,803 189,167
42 No No Soft at Closing, Springing Hard - 20,454 177,248
44 No No None at Closing, Springing Hard -
46 No No None at Closing, Springing Hard -
49 No No None at Closing, Springing Hard -
51 No No Hard -
52 No No None at Closing, Springing Hard -
54 No No Hard -
54.01 0 0 -
54.02 0 0 -
57 No No Hard -
58 No No - 13,625 1,330,000 315,000
58.01 0 0 -
58.02 0 0 -
61 No No None at Closing, Springing Hard -
63 No No - 24,000 26,688
65 No No - 1,203,750 240,060
66 No No None at Closing, Springing Hard -
67 Yes No Soft at Closing, Springing Hard - 48,562 400,000
68 No No None at Closing, Springing Hard -
69 No No None at Closing, Springing Hard - 49,244 74,941 17,774
71 No No None at Closing, Springing Hard -
72 No No None at Closing, Springing Hard -
74 No No None at Closing, Springing Hard -
76 No No Hard -
81 No No -
82 No No - 46,402 53,906
86 No No - 18,750
89 No Yes Hard -
89.01 0 0 -
89.02 0 0 -
92 No No None at Closing, Springing Hard - 44,074
95 Yes No None at Closing, Springing Hard - 26,695 250,000 73,859
96 No No - 14,903
97 No No None at Closing, Springing Hard -
98 No No - 90,931
101 No No None at Closing, Springing Hard -
102 No No - 36,988 261,838
112 No No Hard -
113 No No Hard -
114 No No None at Closing, Springing Hard -
115 No No - 4,898
116 No No Hard - 17,656 40,702
117 No No - 138,720
118 No No Hard - 500,000 46,500
121 No No Hard -
122 No No Hard - 33,072
126 No Yes - 335,000 22,154
131 No No - 23,750 876,250
133 No No None at Closing, Springing Hard - 18,644
135 No No -
136 No No None at Closing, Springing Hard -
137 No No - 250,000 53,607
142 No Yes - 65,083
143 No No Hard - 34,375 51,282
148 No No Hard -
153 No No Hard - 68,374
154 No No - 86,612
157 No No - 70,625 19,943
158 No No - 21,250 2,332
164 No No None at Closing, Springing Hard -
174 Yes No - 44,716 8,492
174.01 0 0 -
174.02 0 0 -
178 No No - 9,193
185 No No - 44,375 242,110 76,981
188 No No - 200,000 10,422
190 No No -
191 No Yes 750,000 29,912
192 No No - 4,195
194 No No Hard - 100,000 13,650
198 Yes No - 56,500 56,315 36,669
199 No No - 85,000 23,563
200 No No - 4,194
204 No No Hard - 10,000 100,000 10,213
205 No No - 37,800
206 No No Hard - 38,346
207 No No - 3,722
211 No No - 6,499
218 No No - 13,887
221 No No - 7,500 12,000
229 No No Hard -
234 No No -
238 No No - 20,538
244 No No -
251 No No Hard - 21,115
UPFRONT UPFRONT MONTHLY MONTHLY MONTHLY MONTHLY MONTHLY MONTHLY
INS. OTHER CAPEX CAPEX TI/LC TI/LC RE TAX INS.
LOAN # RESERVE ($) RESERVE ($) RESERVE($) RESERVE CAP ($) RESERVE ($) RESERVE CAP ($) RESERVE ($) RESERVE ($)
-----------------------------------------------------------------------------------------------------------------------------------
2 16,690,498
2.01
2.02
9
10
12 379,167 3,000,000 1,000,000 25,255 4,606,118 97,922 29,167
12.01
12.02
12.03
12.04
12.05
12.06
12.07
12.08
12.09
12.1
12.11
12.12
12.13
12.14
12.15
12.16
12.17
12.18
13 83,359 500,000 4% of Gross Revenues 80,258 13,893
13.01
13.02
13.03
13.04
13.05
13.06
13.07
13.08
13.09
13.10
13.11
13.12
13.13
13.14
13.15
14
15
16 11,505 20,833 500,000 125,978
17
18
20
21
23 33,113 4% of Operating Revenues 64,999 3,010
25 59,835 3,097,459 2,118 76,255 5,500 330,000 66,588 7,238
26 7,044 5,568,000 2,541 81,312 5,250 252,000 25,766 3,522
27 2,148 77,311 63,058
28 206,219 6,500 43,059 34,370
29
32
33
34
36 57,684 7,021 19,750 6,409
37
38 28,787 4% of Gross Revenues 24,466 4,774
39
40 86,774 911,178 4,606 285,240 11,018 19,004 10,847
41 27,470 4% of Gross Revenues 18,917 4,151
42 37,927 4% of Gross Revenues 22,156 6,127
44
46
49
51
52
54 91,438
54.01
54.02
57
58 24,043 2,223 12,500 1,580,000 35,000 3,005
58.01
58.02
61
63 44,454 2,584 7,000 252,000 13,344 4,939
65 2,472 21,824
66
67 260,000 5,823 400,000 71,761
68
69 1,828 109,691 8,887
71
72
74
76
81 21,249 1,033,006 3,036
82 17,809 1,045.00 8,984 1,979
86 4,771 1,349 2,161 24,442 4,771
89 623,866 1,322 79,340
89.01
89.02
92 3,341 1,915 4,167 150,000 12,158 1,344
95 3,029 3,750 1,121 4,167 14,772 3,029
96 12,524 4,563 7,452 3,131
97
98 14,868 1,311 1,500 36,000 10,103 2,124
101
102 14,543 1,650,000 5,167 26,184 7,272
112 8,836 8,836
113 6,846 6,846
114
115 6,424 1,086 39,037 4,898 1,071
116 2,969 580,430 443 2,833 102,000 6,784 2,969
117 3,262 290 2,767 60,000 15,413 652
118 50,478 65,000 18,089 11,625 4,206
121
122 5,723 416,000 509 11,024 2,862
126 523,392 1,041 37,473 4,431
131 40,102 4,208 25,531 3,509
133 7,760 248,355 1,948 150,000 9,322 776
135 54,365 380 1,250 105,000 16,781
136
137 2,017 10,416
142 4,719 1,060,250 2,917 105,000 5,917 2,360
143 24,570 45,000 16,307 12,820 4,914
148
153 8,547
154 851 4,167 100,000 7,874 2,851
157 2,355 600,000 792 1,375 9,972 2,355
158 936 10,000 2,005 75,000 2,362 85,035 2,332 936
164
174 1,037 300,000 456 3,726 89,432 2,831 1,037
174.01
174.02
178 2,447 700,000 678 4,597 680
185 15,556 92,000 11,733 12,830 15,556
188 919 200,000 5,211
190 9,798 4% of Gross Revenues 2,127 1,960
191 1,545 770,000 359 2,690 2,719 1,545
192 6,825 227.00 2,724 2,098 683
194 587 124,929 724 50,000 1,500 200,000 6,825 587
198 1,962 1,004 120,000 3,000 108,000 4,584 1,962
199 2,019 36,000 583 21,064 1,600 85,000 7,854 1,009
200 1,047 332 1,383 262
204 9,000 10,000 531 1,740 5,107 788
205 4,487 2,019 7,560 374
206 4,793
207 4,051 419 1,241 1,013
211 9,668 177,657 330 1,500 3,249 1,074
218 5,813 175,000 1,198 43,128 2,777 830
221 7,000 100,000 7,500 12,000 2,697 875
229
234 513 107 641 2,275 513
238 6,325 571 10,269 904
244 13,588 64,000 875 5,062 1,941
251 14,945 59 3,567 992 59,540
MONTHLY
OTHER XXXXX XXXXX
LOAN # RESERVE ($) TO LATE TO DEFAULT
-------------------------------------------------------------
2 0 0
2.01
2.02
9 0 0 (5 days once every 12 months)
10 0 0
12 0 0
12.01
12.02
12.03
12.04
12.05
12.06
12.07
12.08
12.09
12.1
12.11
12.12
12.13
12.14
12.15
12.16
12.17
12.18
13 5 5
13.01
13.02
13.03
13.04
13.05
13.06
13.07
13.08
13.09
13.10
13.11
13.12
13.13
13.14
13.15
14 0 7
15 0 7
16 5 5
17 5 5
18 0 0
20 0 7
21 0 7
23 8,417 0 0
25 5 5
26 5 5
27 5 5
28 5 5
29 0 7
32 0 7
33 0 7
34 0 7
36 5 10
37 0 7
38 5 5
39 0 7
40 5 5
41 5 5
42 5 5
44 0 7
46 0 7
49 0 7
51 5 5
52 0 7
54 5 5
54.01
54.02
57 5 5
58 5 5
58.01
58.02
61 0 7
63 5 5
65 5 5
66 0 7
67 5 5
68 0 7
69 5 5
71 0 7
72 0 7
74 0 7
76 5 5
81 0 5
82 5 5
86 5 5
89 5 5
89.01
89.02
92 5 5
95 5 5
96 5 5
97 0 7
98 5 5
101 0 7
102 5 5
112 5 5
113 5 5
114 0 7
115 5 5
116 5 5
117 5 7
118 5 5
121 5 5
122 5 5
126 5 5
131 5 5
133 5 5
135 5 5
136 0 7
137 5 5
142 5 5
143 5 5
148 5 5
153 5 5
154 5 5
157 5 5
158 5 5
164 0 7
174 5 5
174.01
174.02
178 5 5
185 5 5
188 5 5
190 5 5
191 5 5
192 5 5
194 5 5
198 5 5
199 5 5
200 5 5
204 5 5
205 5 5
206 5 5
207 5 5
211 5 5
218 5 5
221 5 5
229 5 5
234 5 5
238 5 5
244 5 5
251 5 5
