MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement, dated as of the date of the Pooling and
Servicing Agreement (as defined below) (the "Agreement"), between Xxxxxxx Xxxxx
Mortgage Capital Inc. (the "Seller") and First Union Commercial Mortgage
Securities, Inc. (the "Purchaser").
The Seller intends to sell and the Purchaser intends to purchase certain
multifamily and commercial mortgage loans (the "MLMCI Mortgage Loans") as
provided herein. The Purchaser intends to deposit the MLMCI Mortgage Loans,
together with the Other Mortgage Loans (as defined below), into a trust fund
(the "Trust Fund"), the beneficial ownership of which will be evidenced by
multiple classes (each, a "Class") 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 (the "Pooling and Servicing Agreement"), dated as of the
Cut-Off Date, among the Purchaser as depositor, First Union National Bank as
master servicer (in such capacity, the "Master Servicer"), ORIX Real Estate
Capital Markets, LLC as special servicer (in such capacity, the "Special
Servicer"), and Norwest Bank Minnesota, National Association as trustee (the
"Trustee"). Concurrently with the purchase of the MLMCI Mortgage Loans pursuant
to this Agreement, the Purchaser will also purchase certain multifamily and
commercial mortgage loans (the "Other Mortgage Loans", and collectively with the
MLMCI Mortgage Loans, the "Mortgage Loans") pursuant to a separate mortgage loan
purchase agreement, dated as of the date of the Pooling and Servicing Agreement
between the Purchaser and First Union National Bank. The Other Mortgage Loans
will likewise be deposited into the Trust Fund. Capitalized terms used but not
defined herein have the respective meanings set forth in the Pooling and
Servicing Agreement.
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase.
(a) The Seller agrees to sell, and the Purchaser agrees to purchase,
the MLMCI Mortgage Loans identified on the schedule (the "Mortgage Loan
Schedule") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be
amended to reflect the actual MLMCI Mortgage Loans delivered to the Purchaser
pursuant to the terms hereof. The MLMCI Mortgage Loans are expected to have an
aggregate principal balance of $[ ] (the "MLMCI 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
received. The MLMCI 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 received), is expected to
equal an aggregate principal balance (the "Initial Pool Balance") of
$776,325,806 (subject to a
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variance of plus or minus 5%). The purchase and sale of the MLMCI Mortgage Loans
shall take place on May 11, 2000 or such other date as shall be mutually
acceptable to the parties hereto (the "Closing Date"). The consideration (the
"Aggregate Purchase Price") for the MLMCI Mortgage Loans shall consist of a cash
amount equal to (i) [ ]% of the MLMCI Balance as of the Cut-Off Date, plus (ii)
interest accrued on the MLMCI Balance at the related Net Mortgage Rate for the
period from and including the Cut-Off Date up to but not including the Closing
Date in the amount of $[ ], less fees and expenses payable by the Seller. The
Aggregate Purchase Price shall be paid to the Seller or its designee by wire
transfer in immediately available funds on the Closing Date.
The Purchaser will assign to the Trustee, all of its right, title and
interest in and to the MLMCI Mortgage Loans.
SECTION 2. Conveyance of MLMCI Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt of the
purchase price referred to in Section 1 hereof, 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 MLMCI Mortgage Loans identified on the
Mortgage Loan Schedule as of such date, on a servicing released basis, together
with all of the Seller's right, title and interest in and to the proceeds of any
related title, hazard, primary mortgage or other insurance proceeds. The
Mortgage Loan Schedule, as it may be amended, shall conform to the requirements
set forth in this Agreement and the Pooling and Servicing Agreement.
(b) The Purchaser or its assignee shall be entitled to receive all
scheduled payments of principal and interest due after the Cut-Off Date, and all
other recoveries of principal and interest collected after the Cut-Off Date
(other than in respect of principal and interest on the MLMCI 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 MLMCI 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, on behalf
of the Purchaser, delivered to the Trustee, the documents and instruments
specified below with respect to each MLMCI Mortgage Loan (each a "Mortgage
File"). All Mortgage Files so delivered will be held by the Trustee in escrow at
all times prior to the Closing Date. Each Mortgage File shall contain the
following documents:
(i) the original executed Mortgage Note 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 intervening endorsements
thereon, endorsed on its face or by allonge attached thereto
(without recourse, representation or warranty, express or
implied) to the order of Norwest Bank Minnesota, National
Association, as trustee for the
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registered holders of First Union National Bank Commercial
Mortgage Pass- Through Certificates, Series 2000-C1 or in blank;
(ii) an original or copy of the Mortgage, together with any and all
intervening assignments thereof, in each case with evidence of
recording indicated thereon;
(iii) 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;
(iv) an original executed assignment, in recordable form, 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 MLMCI Mortgage Loan otherwise included
in the Mortgage File, in favor of Norwest Bank Minnesota,
National Association, as trustee for the registered holders of
First Union National Bank Commercial Mortgage Pass-Through
Certificates, Series 2000-C1 or in blank;
(v) an original assignment of all unrecorded documents relating to
the MLMCI Mortgage Loan, in favor of Norwest Bank Minnesota,
National Association, as trustee for the registered holders of
First Union National Bank Commercial Mortgage Pass-Through
Certificates, Series 2000-C1 or in blank;
(vi) originals or copies of any consolidation, assumption,
substitution and modification agreements in those instances where
the terms or provisions of the Mortgage or Mortgage Note have
been consolidated or modified or the 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, an
original or copy of an irrevocable, binding commitment to issue
such title insurance policy;
(viii) any filed copies (with evidence of filing) or other evidence of
filing satisfactory to the Purchaser of any prior UCC Financing
Statements in favor of the originator of such MLMCI 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 and continuation statements in favor of the
Seller on record with the applicable public office for UCC
Financing Statements, an original UCC-2 or UCC-3 assignment, as
appropriate, in form suitable for filing, as appropriate, in
favor of [Norwest Bank Minnesota, National Association], as
trustee for the registered holders of First Union
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National Bank Commercial Mortgage Pass-Through Certificates,
Series 2000-C1 or in blank;
(ix) an original or copy of any Ground Lease, any Credit Lease and any
Lease Enhancement Policy, RVI Policy or Guaranty; and
(x) any intercreditor agreement relating to permitted debt of the
Mortgagor.
(d) The Seller shall take all actions necessary or desirable to permit
the Trustee to fulfill its obligations pursuant to Section 2.01(d) of the
Pooling and Servicing Agreement.
(e) All documents and records (except attorney-client privileged
communication and internal credit analysis of the Seller) relating to each MLMCI
Mortgage Loan and in the Seller's possession (the "Additional Mortgage Loan
Documents") that are not required to be delivered to the Trustee shall promptly
be delivered or caused to be delivered by the Seller to the Master Servicer or
at the direction of the Master Servicer to the appropriate sub-servicer,
together with any related escrow amounts and reserve amounts.
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 the transactions contemplated hereby.
(ii) This Agreement has been duly and validly authorized,
executed and delivered by the Seller and, assuming the due
authorization, execution and delivery of this Agreement by each other
party hereto, this Agreement and all of the obligations of the Seller
hereunder are the legal, valid and binding obligations of the Seller,
enforceable against the Seller in accordance with the terms of this
Agreement, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally, and by general principles
of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law) and by public policy considerations
underlying the securities laws, to the extent that such public policy
considerations limit the enforceability of the provisions of this
Agreement which purport to provide indemnification from liabilities
under applicable securities laws.
(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 articles of
association or By-Laws, (B) violate any law or regulation or any
administrative decree or order to which it is subject or (C)
constitute a material default (or
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an event which, with notice or lapse of time, or both, would
constitute a material 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.
(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
have consequences that would 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) No litigation is pending or, to the Seller's
knowledge, threatened against the Seller that would, in the Seller's
good faith and reasonable judgment, prohibit its entering into this
Agreement or materially and adversely affect the performance by the
Seller of its obligations under this Agreement.
(viii) Under generally accepted accounting principles
("GAAP") and for federal income tax purposes, the Seller will report
the transfer of the MLMCI Mortgage Loans to the Purchaser as a sale of
the MLMCI Mortgage Loans to the Purchaser in exchange for
consideration consisting of a cash amount equal to the Aggregate
Purchase Price. The consideration received by the Seller upon the sale
of the MLMCI Mortgage Loans to the Purchaser will constitute
reasonably equivalent value at least equal to the fair market value of
the MLMCI Mortgage Loans. The Seller will be solvent at all relevant
times prior to, and will not be rendered insolvent by, the sale of the
MLMCI Mortgage Loans to the Purchaser. The Seller is not selling the
MLMCI Mortgage Loans to the Purchaser with any intent to hinder, delay
or defraud any of the creditors of the Seller.
(b) The Seller hereby makes the representations and warranties
contained in Schedule I, Schedule II/Schedule III and Schedule IV hereto for the
benefit of the Purchaser and the Trustee for the benefit of the
Certificateholders as of the Closing Date, with respect to (and solely with
respect to) each MLMCI Mortgage Loan.
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(c) If the Seller receives written notice of a Document Defect or a
Breach pursuant to Section 2.03(a) of the Pooling and Servicing Agreement
relating to a MLMCI Mortgage Loan, 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 MLMCI Mortgage Loan not being a "qualified mortgage" within the
meaning of the REMIC Provisions (a "Qualified Mortgage"), not later than 90 days
of 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 shall materially and adversely affect the
value of the related MLMCI Mortgage Loan or the interest 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 solely due to a document not having been
returned by the related recording office) cannot be cured within such 90-day
period, (i) repurchase the affected MLMCI Mortgage Loan at the applicable
Purchase Price not later than the end of such 90-day period or (ii) substitute a
Qualified Substitute Mortgage Loan for such affected MLMCI Mortgage Loan not
later than the end of such 90-day period (and in no event later than the second
anniversary of the Closing Date) and pay the Master Servicer for deposit into
the Certificate Account, any Substitution Shortfall Amount in connection
therewith; provided, however, that if such Document Defect or Breach is capable
of being cured but not within such 90- day period, such Document Defect or
Breach does not relate to the MLMCI Mortgage Loan not being treated as a
Qualified Mortgage, and the Seller has commenced and is diligently proceeding
with the cure of such Document Defect or Breach within such 90-day period, such
Seller shall have an additional 90 days to complete such cure (or, failing such
cure, to repurchase or substitute the related MLMCI Mortgage 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 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. For a period
of two years from the Closing Date, so long as there remains any Mortgage File
relating to a MLMCI Mortgage Loan as to which there is any uncured Document
Defect or Breach, the Seller shall provide the Officer's Certificate to the
Trustee described above as to the reasons 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 forgoing provisions of this Section
3(c), if such Document Defect or Breach shall materially and adversely affect
the value of such MLMCI Mortgage Loan or the interests of the holders of the
Certificates therein, 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 the affected MLMCI Mortgage Loan. Notwithstanding the
foregoing, the delivery of a commitment to issue a policy of lender's title
insurance as described in clause 12 of Schedule I hereof 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 90th day following the Closing Date.
(d) In connection with any permitted repurchase or substitution of one
or more MLMCI Mortgage Loans contemplated hereby, upon receipt of a certificate
from a Servicing Officer
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certifying as to the receipt of the Purchase Price or Substitution Shortfall
Amount(s), as applicable, in the Certificate Account, and the delivery of the
Mortgage File(s) and the Servicing File(s) for the related Qualified Substitute
Mortgage Loan(s) to the Custodian and the Master Servicer, respectively, if
applicable (i) the Trustee shall execute and deliver such endorsements and
assignments as are provided to it by the Master Servicer, 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 MLMCI Mortgage
Loan or substituted MLMCI Mortgage Loan, as applicable, and (ii) the Trustee,
the Custodian, the Master Servicer and the Special Servicer shall each tender to
the Seller, upon delivery to each of them of a receipt executed by the Seller,
all portions of the Mortgage File and other documents pertaining to such MLMCI
Mortgage Loan possessed by it.
(e) Without limiting the remedies of the Purchaser, the
Certificateholders or the Trustee on behalf of the Certificateholders pursuant
to this Agreement, it is acknowledged that the representations and warranties
are being made for risk allocation purposes. Subject to Section 7 of this
Agreement, this Section 3 provides the sole remedy available to the
Certificateholders, or the Trustee on behalf of the Certificateholders,
respecting any Document Defect in a Mortgage File or any Breach of any
representation or warranty set forth in or required to be made pursuant to
Section 3 of this Agreement.
SECTION 4. Representations and Warranties of the Purchaser. In order to induce
the Seller to enter into this Agreement, the Purchaser hereby represents and
warrants 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 North Carolina. The
Purchaser has the full corporate power and authority and legal right to acquire
the MLMCI Mortgage Loans from the Seller and to transfer the MLMCI Mortgage
Loans to the Trustee.
(b) This Agreement has been duly and validly authorized, executed and
delivered by the Purchaser, all requisite action by the Purchaser's directors
and officers has been taken in connection therewith, and (assuming the due
authorization, execution and delivery hereof by the Seller) this Agreement
constitutes the valid, legal and binding agreement of the Purchaser, enforceable
against the Purchaser in accordance with its terms, except as such enforcement
may be limited by (A) laws relating to bankruptcy, insolvency, reorganization,
receivership or moratorium, (B) other laws relating to or affecting the rights
of creditors generally, or (C) general equity principles (regardless of whether
such enforcement is considered in a proceeding in equity or at law).
(c) 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.
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(d) None of the acquisition of the MLMCI Mortgage Loans by the
Purchaser, the transfer of the MLMCI Mortgage Loans to the Trustee, and the
execution, delivery or performance of this Agreement by the Purchaser, results
or will result in the creation or imposition of any lien on any of the
Purchaser's assets or property, or conflicts or will conflict with, results or
will result in a breach of, or constitutes or will constitute a default under
(A) any term or provision of the Purchaser's Articles of Incorporation or
Bylaws, (B) any term or provision of any material agreement, contract,
instrument or indenture, to which the Purchaser is a party or by which the
Purchaser is bound, or (C) any law, rule, regulation, order, judgment, writ,
injunction or decree of any court or governmental authority having jurisdiction
over the Purchaser or its assets.
(e) Under GAAP and for federal income tax purposes, the Purchaser will
report the transfer of the MLMCI Mortgage Loans by the Seller to the Purchaser
as a sale of the MLMCI Mortgage Loans to the Purchaser in exchange for
consideration consisting of a cash amount equal to the Aggregate Purchase Price.
(f) 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
perform under the terms of this Agreement.
(g) 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 governmental agency, which default might have consequences that
would 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 MLMCI Mortgage Loans (the
"Closing") shall be held at the offices of Xxxxx, Xxxxx & Xxxxx, Charlotte,
North Carolina 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; provided, however, that any material inaccuracy in any representation and
warranty set forth in or made pursuant to Section 3(b) shall not affect the
Purchaser's obligation to purchase the MLMCI Mortgage Loans not affected by such
inaccuracy;
(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 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;
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(c) The Seller shall have delivered and released to the Trustee (or a
Custodian on its behalf) and the Master Servicer, respectively, all documents
represented to have been or required to be delivered to the Trustee and the
Master Servicer pursuant to Section 2 of this Agreement;
(d) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with in all
material respects and the Seller 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; and
(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) A letter from the independent accounting firm of KPMG LLP in form
satisfactory to the Purchaser, relating to certain information regarding the
Mortgage Loans as set forth in the Prospectus and a letter from KPMG LLP
regarding certain information regarding the Certificates as set forth in the
Prospectus Supplement.
Both parties agree to use their best efforts to perform their
respective obligations hereunder in a manner that will enable the Purchaser to
purchase the MLMCI Mortgage Loans on the Closing Date.
SECTION 6. Closing Documents. The Closing Documents shall consist of the
following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A Certificate of the Seller, executed by a duly authorized officer
of the Seller and dated the Closing Date, and upon which the Purchaser and the
Underwriters 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 date hereof;
(c) An Officer's Certificate from an officer of the Seller, 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 or any other document or certificate delivered on or before the
Closing Date in connection with the transactions contemplated herein, 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, dated the
Closing Date, and upon which the Purchaser and the Underwriters may rely, to the
effect that (i) such officer has carefully examined the Prospectus and nothing
has come to his attention that would lead him to
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believe that the Prospectus, as of the date of the Prospectus Supplement or as
of the Closing Date, included or includes any untrue statement of a material
fact relating to the MLMCI Mortgage Loans or omitted or omits to state therein a
material fact necessary in order to make the statements therein relating to the
MLMCI Mortgage Loans, in light of the circumstances under which they were made,
not misleading, and (ii) such officer has examined the Memorandum and nothing
has come to his attention that would lead him to believe that the Memorandum, as
of the date thereof or as of the Closing Date, included or includes any untrue
statement of a material fact relating to the MLMCI Mortgage Loans or omitted or
omits to state therein a material fact necessary in order to make the statements
therein related to the MLMCI Mortgage Loans, in the light of the circumstances
under which they were made, not misleading.
(e) The resolutions of the requisite committee of the Seller's board
of directors authorizing the Seller's entering into the transactions
contemplated by this Agreement, the articles of association and by-laws of the
Seller, and a certificate of good standing of the Seller issued by the State of
Delaware not earlier than sixty (60) days prior to the Closing Date;
(f) A written opinion of counsel for the Seller, reasonably
satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the
Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and
each of the Rating Agencies, together with such other written opinions as may be
required by the Rating Agencies; and
(g) Such further certificates, opinions and documents as the Purchaser
may reasonably request.
SECTION 7. Indemnification.
(a) The Seller shall indemnify and hold harmless the Purchaser, the
Underwriters, their respective officers and directors, and each person, if any,
who controls the Purchaser or any Underwriter within the meaning of either
Section 15 of the Securities Act of 1933, as amended (the "1933 Act") or Section
20 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), against
any and all losses, claims, damages or liabilities, joint or several, to which
they or any of them may become subject under the 1933 Act, the 1934 Act or other
federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) (i) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in (A) the Prospectus Supplement,
the Memorandum, the Diskette or, insofar as they are required to be filed as
part of the Registration Statement pursuant to the No-Action Letters, any
Computational Materials or ABS Term Sheets with respect to the Registered
Certificates, or in any revision or amendment of or supplement to any of the
foregoing or (B) any items similar to Computational Materials and ABS Term
Sheets forwarded to prospective investors in the Non-Registered Certificates
(the items in (A) and (B) being defined as the "Disclosure Material"), or (ii)
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; but only if and to the extent that (I) any such untrue
statement or alleged untrue statement or omission or alleged omission arises out
of or is based upon an untrue statement or omission with respect to the MLMCI
Mortgage
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Loans, the related Mortgagors and/or the related Mortgaged Properties contained
in the Data File (it being herein acknowledged that the Data File was and will
be used to prepare the Prospectus Supplement including without limitation Annex
A thereto, the Memorandum, the Diskette, any Computational Materials and ABS
Term Sheets with respect to the Registered Certificates and any items similar to
Computational Materials and ABS Term Sheets forwarded to prospective investors
in the Non-Registered Certificates), (II) any such untrue statement or alleged
untrue statement or omission or alleged omission of a material fact is with
respect to, or arises out of or is based upon an untrue statement or omission of
a material fact with respect to, the information regarding the MLMCI Mortgage
Loans, the related Mortgagors, the related Mortgaged Properties and/or the
Seller set forth (X) in the Prospectus Supplement and the Memorandum under the
headings: "SUMMARY OF PROSPECTUS SUPPLEMENT-THE PARTIES-The Mortgage Loan
Sellers", "SUMMARY OF PROSPECTUS SUPPLEMENT-THE MORTGAGE LOANS", "RISK
FACTORS-Certain Risk Factors Associated With the Mortgage Loans" and
"DESCRIPTION OF THE MORTGAGE POOL" and (Y) on Annex A to the Prospectus
Supplement and, to the extent consistent therewith, on a Diskette, or (III) any
such untrue statement or alleged untrue statement or omission or alleged
omission arises out of or is based upon a breach of the representations and
warranties of the Seller set forth in or made pursuant to Section 3; provided
that the indemnification provided by this Section 7 shall not apply to the
extent that such untrue statement or omission of a material fact was made as a
result of an error in the manipulation of, or in any calculations based upon, or
in any aggregation of the information regarding the MLMCI Mortgage Loans, the
related Mortgagors and/or the related Mortgaged Properties set forth in the Data
File and Annex A to the Prospectus Supplement, including without limitation the
aggregation of such information with comparable information relating to the
Other Mortgage Loans in the Trust Fund. This indemnity agreement will be in
addition to any liability which the Seller may otherwise have (the information
described in clauses (I) through (III) above, collectively the "Seller
Information").
(b) For purposes of this Agreement, "Registration Statement" shall
mean such registration statement No. 333-62671 filed by the Purchaser on Form
S-3, including without limitation exhibits thereto and information incorporated
therein by reference; "Base Prospectus" shall mean the prospectus dated April
18, 2000, as supplemented by the prospectus supplement dated April 28, 2000 (the
"Prospectus Supplement") relating to the Registered Certificates, including all
annexes thereto; "Memorandum" shall mean the private placement memorandum dated
April [ ], 2000, relating to the Non-Registered Certificates, including all
exhibits thereto; "Registered Certificates" shall mean the Class A-1, Class A-2,
Class IO, Class B, Class C, Class D, Class E and Class F Certificates;
"Non-Registered Certificates" shall mean the Certificates other than the
Registered Certificates; "Computational Materials" shall have the meaning
assigned thereto in the no-action letter dated May 20, 1994 issued by the
Division of Corporation Finance of the Securities and Exchange Commission (the
"Commission") to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co.
Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter
dated May 27, 1994 issued by the Division of Corporation Finance of the
Commission to the Public Securities Association (together, the "Xxxxxx
Letters"); "ABS Term Sheets" shall have the meaning assigned thereto in the
no-action letter dated February 17, 1995 issued by the Division of Corporation
Finance of the Commission to the Public Securities Association (the "PSA Letter"
and, together with the Xxxxxx letters, the "No-Action Letters"); "Diskette"
shall mean the diskette or
11
compact disc attached to each of the Prospectus and the Memorandum; and "Data
File" shall mean the compilation of information and data regarding the MLMCI
Mortgage Loans covered by the Agreed Upon Procedures Letter dated April 28,
2000 and rendered by KPMG (a "hard copy" of which Data File was initialed on
behalf of the Seller and the Purchaser).
(c) The Purchaser shall indemnify and hold harmless the Seller, its
directors, officers, employees and agents, and each person, if any, who controls
the Seller within the meaning of either the 1933 Act or the 1934 Act, against
any and all losses, claims, damages or liabilities, joint or several, to which
they or any of them may become subject under the 1933 Act, the 1934 Act, or
other federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Disclosure Material, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances under which they were
made, except to the extent that such untrue statement, alleged untrue statement,
omission or alleged omission is based upon the Seller Information, and the
Purchaser shall reimburse each such indemnified party, as incurred, or any legal
or other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability or action. This indemnity
agreement will be in addition to any liability which the Purchaser may otherwise
have.
(d) Promptly after receipt by any person entitled to indemnification
under this Section 7 (an "indemnified party") of notice of the commencement of
any action, such indemnified party will, if a claim in respect thereof is to be
made against the Seller (the "indemnifying party") under this Section 7, notify
the indemnifying party in writing of the commencement thereof; but the omission
so to notify the indemnifying party will not relieve it from any liability that
it may have to any indemnified party under this Section 7 (except to the extent
that such omission has prejudiced the indemnifying party in any material
respect) or from any liability which it may have otherwise than under this
Section 7. In case any such action is brought against any indemnified party and
it notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein, and to the extent that it may
elect by written notice delivered to the indemnified party promptly after
receiving the aforesaid notice from such indemnified party, to assume the
defense thereof, with counsel selected by the indemnifying party and
satisfactory to such indemnified party; provided, however, that if the
defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party or parties shall have reasonably
concluded that there may be legal defenses available to it or them and/or other
indemnified parties that are different from or additional to those available to
the indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assert such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and approval by
the indemnified party of counsel, the indemnifying party will not be liable for
any legal or other expenses subsequently incurred by such indemnified party in
connection with the defense thereof, unless (i) the indemnified party shall have
employed separate counsel in connection with the assertion of legal defenses in
12
accordance with the proviso to the preceding sentence (it being understood,
however, that the indemnifying party shall not be liable for the expenses of
more than one separate counsel, approved by the Purchaser and the Underwriters,
representing all the indemnified parties under Section 7(a) who are parties to
such action), (ii) the indemnifying party shall not have employed counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of commencement of the action or
(iii) the indemnifying party has authorized the employment of counsel for the
indemnified party at the expense of the indemnifying party; and except that, if
clause (i) or (iii) is applicable, such liability shall only be in respect of
the counsel referred to in such clause (i) or (iii).
(e) If the indemnification provided for in this Section 7 is
unavailable to an indemnified party under Section 7(a) hereof or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then
the indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities, in such proportion as is
appropriate to reflect the relative fault of the indemnified and indemnifying
parties in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the indemnified and indemnifying parties
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by such parties.
(f) The Purchaser and the Seller agree that it would not be just and
equitable if contribution pursuant to Section 7(e) were determined by pro rata
allocation or by any other method of allocation that does not take account of
the considerations referred to in Section 7(e) above. The amount paid or payable
by an indemnified party as a result of the losses, claims, damages and
liabilities referred to in this Section 7 shall be deemed to include, subject to
the limitations set forth above, any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim, except where the indemnified party is required to bear such
expenses pursuant to this Section 7, which expenses the indemnifying party shall
pay as and when incurred, at the request of the indemnified party, to the extent
that the indemnifying party will be ultimately obligated to pay such expenses.
If any expenses so paid by the indemnifying party are subsequently determined to
not be required to be borne by the indemnifying party hereunder, the party that
received such payment shall promptly refund the amount so paid to the party
which made such payment. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 0000 Xxx) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
(g) The indemnity and contribution agreements contained in this
Section 7 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by the Purchaser,
the Underwriters, any of their respective directors or officers, or any person
controlling the Purchaser or the Underwriters, and (iii) acceptance of and
payment for any of the Certificates.
13
(h) Without limiting the generality or applicability of any other
provision of this Agreement, the Underwriters shall be third-party beneficiaries
of the provisions of this Section 7.
SECTION 8. Costs. The Seller shall pay (or shall reimburse the Purchaser to the
extent that the Purchaser has paid) the Seller's pro rata portion of the
aggregate of the following amounts (the Seller's pro rata portion to be
determined according to the percentage that the MLMCI Balance represents of the
Initial Pool Balance): (i) the costs and expenses of printing (or otherwise
reproducing) and delivering a preliminary and final Prospectus and Memorandum
relating to the Certificates; (ii) the initial fees, costs, and expenses of the
Trustee (including reasonable attorneys' fees); (iii) the filing fee charged by
the Securities and Exchange Commission for registration of the Certificates so
registered; (iv) the fees charged by the Rating Agencies to rate the
Certificates so rated together with the legal fees of counsel to S&P; (v) the
expense of recording any assignment of Mortgage or assignment of Assignment of
Leases as contemplated by Section 2 hereof; and (vi) the cost of obtaining a
"comfort letter" from a firm of certified public accountants selected by the
Purchaser and the Seller with respect to numerical information in respect of the
MLMCI Mortgage Loans included in the Prospectus and Memorandum. All other costs
and expenses in connection with the transactions contemplated hereunder shall be
borne by the party incurring such expense.
SECTION 9. Grant of a Security Interest. It is the express intent of the parties
hereto that the conveyance of the MLMCI Mortgage Loans by the Seller to the
Purchaser as provided in Section 2 hereof be, and be construed as, a sale of the
MLMCI Mortgage Loans by the Seller to the Purchaser and not as a pledge of the
MLMCI 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 MLMCI 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 MLMCI 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 Articles 8 and 9 of the
Uniform Commercial Code of the applicable jurisdiction; (ii) the conveyance
provided for in Section 2 hereof 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 MLMCI Mortgage Loans, and all amounts payable to the
holder of the MLMCI 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, from time to time held or invested
in the Certificate Account, the Distribution Account or, if established, the REO
Account (each as defined in the Pooling and Servicing Agreement) 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 hereof
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 9-305 of the Uniform
Commercial Code 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
14
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 MLMCI 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.
SECTION 10. Notices. All notices, copies, requests, consents, demands and other
communications required hereunder shall be in writing and telecopied or
delivered to the intended recipient at the "Address for Notices" specified
beneath its name on the signature pages hereof or, as to either party, at such
other address as shall be designated by such party in a notice hereunder to the
other party. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when transmitted by
telecopier or personally delivered or, in the case of a mailed notice, upon
receipt, 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 MLMCI 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 which 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. 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.
15
SECTION 15. Further Assurances. The Seller and the Purchaser agree to execute
and deliver such instruments and take such further actions as the other party
may, from time to time, reasonably request in order to effectuate the purposes
and to carry out the terms of this Agreement.
SECTION 16. Successors and Assigns. The rights and obligations of the Seller
under this Agreement shall not be assigned by the Seller without the prior
written consent of the Purchaser, except that any person into which the Seller
may be merged or consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Seller is a party, or any person
succeeding to all or substantially all of the business of the Seller, shall be
the successor to the Seller hereunder. The Purchaser has the right to assign its
interest under this Agreement, in whole or in part, as may be required to effect
the purposes of the Pooling and 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) and their permitted
successors and assigns, and the officers, directors and controlling persons
referred to in Section 7. This Agreement is enforceable by the Underwriters and
the other third party beneficiaries hereto in all respects to the same extent as
if they had been signatories hereof.
SECTION 17. Amendments. No term or provision of this Agreement may be waived or
modified unless such waiver or modification is in writing and signed by a duly
authorized officer of the party, or third party beneficiary, against whom such
waiver or modification is sought to be enforced.
SECTION 18. Accountants' Letters. The parties hereto shall cooperate with KPMG
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.
SECTION 19. Knowledge. Whenever a representation or warranty or other statement
in this Agreement 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.
16
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 CAPITAL INC.
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
Address for Notices:
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxx Balkan
Telecopier No.: (000) 000-0000
With a copy to:
Xxxxxxx Xxxxx
000 Xxxxx Xxxxxx
World Financial Center
Xxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx XxXxxxxx
Telecopier No.: (000) 000-0000
PURCHASER
---------
FIRST UNION COMMERCIAL
MORTGAGE SECURITIES, INC.
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
Address for Notices:
One First Union Center
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: Xxxxx X. Xxxxxxxxx
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
17
SCHEDULE I
General Mortgage Representations and Warranties
1. The information pertaining to each Mortgage Loan set forth in the
Mortgage Loan Schedule was true and correct in all material respects as of the
Cut-Off Date.
2. As of the date of its origination, such Mortgage Loan complied in
all material respects with, or was exempt from, all requirements of federal,
state or local law relating to the origination of such Mortgage Loan.
3. Immediately prior to the sale, transfer and assignment to the
Purchaser, the Seller had good title to, and was the sole owner of, each
Mortgage Loan, and the Seller is transferring such Mortgage Loan free and clear
of any and all liens, pledges, charges or security interests of any nature
encumbering such Mortgage Loan except as set forth in the related title policy
(the "Title Policy").
4. The proceeds of such Mortgage Loan have been fully disbursed and
there is no requirement for future advances thereunder.
5. Each related Mortgage Note, Mortgage, Assignment of Leases (if any)
and other agreement executed in connection with such Mortgage Loan are legal,
valid and binding obligations of the related Mortgagor (subject to any
non-recourse provisions therein and any state anti-deficiency legislation),
enforceable in accordance with their terms, except with respect to provisions
relating to default interest, yield maintenance charges or prepayment premiums
and except as such enforcement may be limited by bankruptcy, insolvency,
receivorship, reorganization, moratorium, redemption or other laws affecting the
enforcement of creditors' rights generally, or by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity
or at law). The related Mortgage Note and Mortgage contain no provision limiting
the right or ability of the Seller to assign, transfer and convey the related
Mortgage Loan to any other Person.
6. As of the date of its origination, there was no valid offset,
defense, counterclaim, abatement or right to rescission with respect to any of
the related Mortgage Notes, Mortgage(s) or other agreements executed in
connection therewith, and, as of the Cut-Off Date, to the knowledge of the
Seller, there is no valid offset, defense, counterclaim or right to rescission
with respect to such Mortgage Note, Mortgage(s) or other agreements, 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.
7. Each related assignment of Mortgage and assignment of Assignment of
Leases from the Seller to the Trustee constitutes the legal, valid and binding
assignment from the Seller, except as such enforcement may be limited by
bankruptcy, insolvency, redemption, reorganization, liquidation, receivership,
moratorium or other laws relating to or affecting
1
creditors' rights generally or by general principles of equity (regardless of
whether such enforcement is considered in a proceeding in equity or at law).
8. Each related Mortgage is a valid and enforceable first lien on the
related Mortgaged Property subject only to the following title exceptions (each
such exception, a "Title Exception", and collectively, the "Title Exceptions"):
(a) the lien of current real property taxes, ground rents, water charges, sewer
rents and assessments not yet due and payable, (b) covenants, conditions and
restrictions, rights of way, easements and other matters of public record, none
of which, individually or in the aggregate, materially interferes with the
current use of the Mortgaged Property or the security intended to be provided by
such Mortgage or with the Mortgagor's ability to pay its obligations when they
become due or materially and adversely affects the value of the Mortgaged
Property and (c) the exceptions (general and specific) set forth in such policy
or appearing of record, none of which, individually or in the aggregate,
materially interferes with the current use of the Mortgaged Property or the
security intended to be provided by such Mortgage or with the Mortgagor's
ability to pay its obligations when they become due or materially and adversely
affects the value of the Mortgaged Property.
9. UCC Financing Statements have been filed and/or recorded (or, if
not filed and/or recorded, have been submitted in proper form for filing and
recording), in all public places necessary to perfect a valid security interest
in all items of personal property necessary to operate the Mortgaged Property
owned by a Mortgagor and located on the related Mortgaged Property, to the
extent perfection may be effected pursuant to applicable law by recording or
filing, and the Mortgages, security agreements, chattel Mortgages or equivalent
documents related to and delivered in connection with the related Mortgage Loan
establish and create a valid and enforceable lien and priority security interest
on such items of personalty except as such enforcement may be limited by
bankruptcy, insolvency, receivorship, reorganization, moratorium, redemption,
liquidation or other laws affecting the enforcement of creditor's rights
generally, or by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law).
10. All taxes and governmental assessments which would be a lien on
the Mortgaged Property and that prior to the Cut-Off Date have become delinquent
in respect of each related Mortgaged Property have been paid, or an escrow of
funds in an amount sufficient to cover such payments has been established. For
purposes of this representation and warranty, taxes and assessments and
installments thereof shall not be considered delinquent until the earlier of (a)
the date on which interest and/or penalties would first be payable thereon and
(b) the date on which enforcement action is entitled to be taken by the related
taxing authority.
11. To the Seller's knowledge as of the Cut-Off Date, based solely
upon due diligence customarily performed with the origination of comparable
Mortgage Loans by the Seller, each related Mortgaged Property was free and clear
of any material damage that would affect materially and adversely the value of
such Mortgaged Property as security for the Mortgage Loan and to the Seller's
knowledge as of the Cut-Off Date there was no proceeding pending for the total
or partial condemnation of such Mortgaged Property.
2
12. The lien of each related Mortgage as a first priority lien in the
original principal amount of such Mortgage Loan after all advances of principal
(as set forth on the Mortgage Loan Schedule) is insured by an ALTA lender's
title insurance policy (or a binding commitment therefor), or its equivalent as
adopted in the applicable jurisdiction, insuring the Seller, its successors and
assigns, subject only to the Title Exceptions; the Seller or its successors or
assigns is the named insured of such policy; such policy is assignable and will
inure to the benefit of the Trustee as Mortgagee of record; is in full force and
effect upon the consummation of the transactions contemplated by this Agreement;
all premiums thereon have been paid; no claims have been made under such policy
and the Seller has not done anything, by act or omission, and the Seller has no
knowledge of any matter, which would impair or diminish the coverage of such
policy.
13. As of the date of its origination, all insurance coverage required
under each related Mortgage, which insurance covered such risks as were
customarily acceptable to prudent commercial and multifamily mortgage lending
institutions lending on the security of property comparable to the related
Mortgaged Property in the jurisdiction in which such Mortgaged Property is
located, and with respect to a fire and extended perils insurance policy, was in
an amount (subject to a customary deductible) equal to the lesser of (i) the
replacement cost of improvements located on such Mortgaged Property, or (ii) the
initial principal balance of the Mortgage Loan, was in full force and effect
with respect to each related Mortgaged Property; and, as of the Cut-Off Date, to
the knowledge of the Seller, all insurance coverage required under each
Mortgage, which insurance covers such risks and is in such amounts as are
customarily acceptable to prudent commercial and multifamily mortgage lending
institutions lending on the security of property comparable to the related
Mortgaged Property in the jurisdiction in which such Mortgaged Property is
located, is in full force and effect with respect to each related Mortgaged
Property; all premiums due and payable through the Closing Date have been paid;
and no notice of termination or cancellation with respect to any such insurance
policy has been received by the Seller; and except for certain amounts not
greater than amounts which would be considered prudent by an institutional
commercial mortgage lender with respect to a similar Mortgage Loan and which are
set forth in the related Mortgage, any insurance proceeds in respect of a
casualty loss, will be applied either to the repair or restoration of all or
part of the related Mortgaged Property or the reduction of the outstanding
principal balance of the Mortgage Loan.
14. (A) Other than payments due but not yet 30 days or more
delinquent, to the Seller's knowledge, there is no material default, breach,
violation or event of acceleration existing under the related Mortgage or the
related Mortgage Note, and no event (other than payments due but not yet
delinquent) which, with the passage of time or with notice and the expiration of
any grace or cure period, would constitute a material default, breach, violation
or event of acceleration, provided, however, that this representation and
warranty does not address or otherwise cover any default, breach, violation or
event of acceleration that specifically pertains to any matter otherwise covered
by any other representation and warranty made by the Seller in any of clauses
(10), (15) and (19) of this Schedule I or in any clause of Schedule II, III or
IV, and (B) the Seller has not waived any material default, breach, violation or
event of acceleration under such Mortgage or Mortgage Note, except for a written
waiver contained in the
3
related Mortgage File being delivered to the Purchaser, and pursuant to the
terms of the related Mortgage or the related Mortgage Note, no person or party
other than the holder of such Mortgage Note may declare any event of default or
accelerate the related indebtedness under either of such Mortgage or Mortgage
Note.
15. As of the Cut-Off Date, the Mortgage Loan is not, and in the prior
12 months (or since the date of origination if such Mortgage Loan has been
originated within the past 12 months), has not been, 30 days or more past due in
respect of any Scheduled Payment.
16. Except with respect to ARD Loans, which provide that the rate at
which interest accrues thereon increases after the Anticipated Repayment Date,
the Mortgage Rate (exclusive of any default interest, late charges or prepayment
premiums) of such Mortgage Loan is a fixed rate.
17. Each related Mortgage does not provide for or permit, without the
prior written consent of the holder of the Mortgage Note, each related Mortgaged
Property to secure any other promissory note or obligation except as expressly
described in such Mortgage.
18. Each Mortgage Loan constitutes a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code (but without regard to the rule in
Treasury Regulations 1.860 G-2(f)(2) that treats a defective obligation as a
qualified mortgage, or any substantially similar successor provision).
Accordingly, such Mortgage Loan is directly secured by a Mortgage on a
commercial property or a multifamily residential property, and either (1)
substantially all of the proceeds of such Mortgage Loan were used to acquire,
improve or protect the portion of such commercial or multifamily residential
property that consists of an interest in real property (within the meaning of
Treasury Regulations Sections 1.856-3(c) and 1.856-3(d)) and such interest in
real property was the only security for such Mortgage Loan as of the Testing
Date (as defined below), or (2) the fair market value of the interest in real
property which secures such Mortgage Loan was at least equal to 80% of the
principal amount of the Mortgage Loan (a) as of the Testing Date, or (b) as of
the Closing Date. For purposes of the previous sentence, (1) the fair market
value of the referenced interest in real property shall first be reduced by (a)
the amount of any lien on such interest in real property that is senior to the
Mortgage Loan, and (b) a proportionate amount of any lien on such interest in
real property that is on a parity with the Mortgage Loan, and (2) the "Testing
Date" shall be the date on which the referenced Mortgage Loan was originated
unless (a) such Mortgage Loan was modified after the date of its origination in
a manner that would cause a "significant modification" of such Mortgage Loan
within the meaning of Treasury Regulations Section 1.1001-3(b), and (b) such
"significant modification" did not occur at a time when such Mortgage Loan was
in default or when default with respect to such Mortgage Loan was reasonably
foreseeable. However, if the referenced Mortgage Loan has been subjected to a
"significant modification" after the date of its origination and at a time when
such Mortgage Loan was not in default or when default with respect to such
Mortgage Loan was not reasonably foreseeable, the Testing Date shall be the date
upon which the latest such "significant modification" occurred.
4
19. One or more environmental site assessments were performed by an
environmental consulting firm independent of the Seller and the Seller's
affiliates with respect to each related Mortgaged Property during the 18-months
preceding the origination of the related Mortgage Loan, and the Seller, having
made no independent inquiry other than to review the report(s) prepared in
connection with the assessment(s) referenced herein, has no knowledge and has
received no notice of any material and adverse environmental condition or
circumstance affecting such Mortgaged Property that was not disclosed in such
report(s). Each Mortgaged Property, other than the Mortgaged Properties relating
to Mortgage Loans Park Plaza Shopping Center, Skipper Palms Shopping Center,
Xxxxxx City, CA., and Cesery Apartments, Pool B, is covered under a Secured
Creditor Impaired Property Policy, generally as and to the extent described
under "Descriptions of the Mortgage Pool -- Assessments of Property Condition --
Environmental Group Insurance Policies".
20. Each related Mortgage and Assignment of Leases contains customary
and enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the Mortgaged Property of
the benefits of the security, including realization by judicial or, if
applicable, non-judicial foreclosure, subject to the effects of bankruptcy or
similar law affecting the right of creditors and the application of principles
of equity.
21. At the time of origination and, to the knowledge of Seller as of
the CutOff Date, no Mortgagor is a debtor in, and no Mortgaged Property is the
subject of, any state or federal bankruptcy or insolvency proceeding.
22. Except for the Mortgage Loans indicated on the Mortgage Loan
Schedule attached hereto as eligible to receive low-income housing tax credits
pursuant to Section 42 of the Internal Revenue Code of 1986, each Mortgage Loan
contains no equity participation by the lender or shared appreciation feature
and does not provide for any contingent or additional interest in the form of
participation in the cash flow of the related Mortgaged Property or provide for
negative amortization.
23. Each related Mortgage or loan agreement contains provisions for
the acceleration of the payment of the unpaid principal balance of such Mortgage
Loan if, without complying with the requirements of the Mortgage or loan
agreement, the related Mortgaged Property, or any controlling interest therein,
is directly transferred or sold, or encumbered in connection with subordinate
financing by a lien or security interest against the related Mortgaged Property,
other than any existing permitted additional debt.
24. Except as set forth in the related Mortgage File, the terms of the
related Mortgage Note and Mortgage(s) have not been waived, modified, altered,
satisfied, impaired, canceled, subordinated or rescinded in any manner which
materially interferes with the security intended to be provided by such
Mortgage.
25. Each related Mortgaged Property was inspected by or on behalf of
the related originator during the 12 month period prior to the related
origination date.
5
26. Since origination, no material portion of the related Mortgaged
Property has been released from the lien of the related Mortgage in any manner
which materially and adversely affects the value of the Mortgage Loan or
materially interferes with the security intended to be provided by such
Mortgage, and, except with respect to Mortgage Loans (a) which permit defeasance
by means of substituting for the Mortgaged Property (or, in the case of a
Mortgage Loan secured by multiple Mortgaged Properties, one or more of such
Mortgaged Properties) U.S. Treasury Obligations sufficient to pay the Mortgage
Loans in accordance with their terms, (b) where a release of the portion of the
Mortgaged Property was contemplated at origination and such portion was not
considered material for purposes of underwriting the Mortgage Loan, (c) where
release is conditional upon the satisfaction of certain underwriting and legal
requirements and the payment of a release price that represents adequate
consideration for such Mortgaged Property, or (d) with respect to Mortgage Loans
which permit the related Mortgagor to substitute a replacement property in
compliance with REMIC Provisions, the terms of the related Mortgage do not
provide for release of any portion of the Mortgaged Property from the lien of
the Mortgage except in consideration of payment in full therefor.
27. To the Seller's knowledge, as of the date of origination of such
Mortgage Loan and as of the Cut-Off Date, there are no violations of any
applicable zoning ordinances, building codes and land laws applicable to the
Mortgaged Property or the use and occupancy thereof which would have a material
adverse effect on the value, operation or net operating income of the Mortgaged
Property.
28. None of the improvements which were included for the purposes of
determining the appraised value of the related Mortgaged Property at the time of
the origination of the Mortgage Loan lies outside of the boundaries and building
restriction lines of such property (except Mortgaged Properties which are legal
non-conforming uses), to an extent which would have a material adverse affect on
the related Mortgagor's use and operation of such Mortgaged Property (unless
affirmatively covered by the title insurance) and no improvements on adjoining
properties encroached upon such Mortgaged Property to any material extent.
29. With respect to at least 95% of the MLMCI Mortgage Loans (by
balance) having a Cut-Off Date Balance in excess of 1% of the Initial Pool
Balance, the related Mortgagor has covenanted in its organizational documents
and/or the Mortgage Loan documents to own no significant asset other than the
related Mortgaged Property or Mortgaged Properties, as applicable, and assets
incidental to its ownership and operation of such Mortgaged Property.
30. No advance of funds has been made other than pursuant to the loan
documents, directly or indirectly, by the Seller to the Mortgagor and, to the
Seller's knowledge, no funds have been received from any person other than the
Mortgagor, for or on account of payments due on the Mortgage Note or the
Mortgage, provided, however, rental payments or similar payments made by the
Tenant under the related Credit Lease directly to the Seller (or its loan
servicer or agent) shall not be deemed a breach of this representation.
31. As of the date of origination and, to the Seller's knowledge, as
of the CutOff Date, there was no pending action, suit or proceeding against the
Mortgagor or the related
6
Mortgaged Property an adverse outcome of which would materially affect either
such Mortgagor's performance under the related Mortgage Loan documents or the
holders of the Certificates.
32. The Mortgage Rate of such Mortgage Loan complied as of the date of
origination with, or is exempt from, applicable state or federal laws,
regulations and other requirements pertaining to usury, except with respect to
any provisions requiring the payment of default interest, late fees, additional
interest, prepayment premiums or yield maintenance charges.
33. To the Seller's knowledge, if the related Mortgage is a deed of
trust, a trustee, duly qualified under applicable law to serve as such, is
properly designated and serving under such Mortgage.
34. The related Mortgage Note is not secured by any collateral that
secures a Mortgage Loan that is not in the Trust Fund and each Mortgage Loan
that is cross-collateralized is cross-collateralized only with other Mortgage
Loans sold pursuant to this Agreement.
35. The improvements located on the Mortgaged Property are either not
located in a federally designated special flood hazard area or the Mortgagor is
required to maintain or the Mortgagee maintains, flood insurance with respect to
such improvements.
36. All escrow deposits and payments required pursuant to the Mortgage
Loan are in the possession, or under the control, of the Seller or its agent and
there are no deficiencies in connection therewith.
37. To the Seller's knowledge, based on the due diligence customarily
performed in the origination of comparable mortgage loans by the Seller as of
the date of origination of the Mortgage Loan, the related Mortgagor, the related
lessee, franchisor or operator was in possession of all material licenses,
permits and authorizations then required for use of the related Mortgaged
Property.
38. The origination (or acquisition, as the case may be), servicing
and collection practices used by the Seller with respect to the Mortgage Loan
have been in all respects legal and have met customary industry standards. To
the extent required by applicable law, the originator of the related Mortgage
Note and each subsequent holder was authorized to transact and do business in
the jurisdiction where the Mortgaged Property is located while each was the
holder.
39. Except for Mortgagors under Ground Lease Loans, the related
Mortgagor (or its affiliate) has title in the fee simple interest in each
related Mortgaged Property.
40. The Mortgage Loan documents for each Mortgage Loan provide that
each Mortgage Loan is non-recourse to the related Mortgagor except that the
related Mortgagor accepts responsibility for fraud and/or other intentional
misrepresentation. Furthermore, the
7
Mortgage Loan documents for each Mortgage Loan provide that the related
Mortgagor shall be liable to the lender for losses incurred due to the
misapplication or misappropriation of rents collected in advance or received by
the related Mortgagor after the occurrence of an event of default, insurance
proceeds or condemnation awards or any breach of the environmental covenants in
the related Mortgage Loan documents.
41. The Assignment of Leases set forth in the Mortgage or separate
from the related Mortgage and related to and delivered in connection with each
Mortgage Loan establishes and creates a valid, subsisting and enforceable lien
and security interest in the related Mortgagor's interest in all leases,
subleases, licenses or other agreements pursuant to which any person is entitled
to occupy, use or possess all or any portion of the real property subject to the
related Mortgage.
8
SCHEDULE II
Ground Lease Representations and Warranties
1. Such Ground Lease or a memorandum thereof has been or will be duly
recorded and such Ground Lease permits the interest of the lessee thereunder to
be encumbered by the related Mortgage or, if consent of the lessor thereunder is
required, it has been obtained prior to the Closing Date.
2. Upon the foreclosure of the Mortgage Loan (or acceptance of a deed
in lieu thereof), the Mortgagor's interest in such ground lease is assignable to
the Mortgagee under the leasehold estate and its assigns without the consent of
the lessor thereunder (or, if any such consent is required, it has been obtained
prior to the Closing Date).
3. Such Ground Lease may not be amended, modified, canceled or
terminated without the prior written consent of the Mortgagee and that any such
action without such consent is not binding on the Mortgagee, its successors or
assigns, except if an event of default occurs under the Ground Lease and notice
is provided to the Mortgagee and such default is curable by the Mortgagee, but
remains uncured beyond the applicable cure period.
4. To the knowledge of the Seller, at the Closing Date, such Ground
Lease is in full force and effect and other than payments due but not yet 30
days or more delinquent, (1) there is no material default, and (2) there is no
event which, with the passage of time or with notice and the expiration of any
grace or cure period, would constitute a material default under such Ground
Lease.
5. The ground lease or ancillary agreement between the lessor and the
lessee requires the lessor to give notice of any default by the lessee to the
Mortgagee. The ground lease or ancillary agreement further provides that no
notice given is effective against the Mortgagee unless a copy has been given to
the Mortgagee in a manner described in the ground lease or ancillary agreement.
6. The ground lease is not subject to any liens or encumbrances
superior to, or of equal priority with, the Mortgage, subject, however, to only
the Title Exceptions or is subject to a subordination, non-disturbance and
attornment agreement to which the mortgagee on the lessor's fee interest in the
Mortgaged Property is subject.
7. A Mortgagee is permitted a reasonable opportunity to cure any
curable default under such Ground Lease before the lessor thereunder may
terminate such Ground Lease.
8. Such Ground Lease has an original term (together with any extension
options, whether or not currently exercised, set forth therein all of which can
be exercised by the Mortgagee if the mortgagee acquires the lessee's rights
under the Ground Lease) that extends not less than (x) 20 years beyond the
Stated Maturity Date and (y) beyond the full amortization
9
period of any related Mortgage Loan that is not an interest-only Mortgage Loan
for its entire term.
9. Under the terms of such Ground Lease, any estoppel or consent
letter received by the Mortgagee from the lessor, and the related Mortgage,
taken together, any related insurance proceeds or condemnation award (other than
in respect of a total or substantially total loss or taking) will be applied
either 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 repair or restoration progresses, or to the
payment of the outstanding principal balance of the Mortgage Loan, together with
any accrued interest (except in cases where a different allocation would not be
viewed as commercially unreasonable by any institutional investor, taking into
account the relative duration of the ground lease and the related Mortgage and
the ratio of the market value of the related Mortgaged Property to the
outstanding principal balance of such Mortgage Loan).
10. The ground lease does not impose any restrictions on subletting
that would be viewed as commercially unreasonable by a prudent commercial
lender.
11. The ground lessor under such Ground Lease is required to enter
into a new lease upon termination of the Ground Lease for any reason, including
the rejection of the Ground Lease in bankruptcy.
10
SCHEDULE III
Health Care Facility Representations and Warranties
With respect to any Mortgage Loan that is secured in whole or in part by a
Mortgage Property which is operated as a residential health care facility (a
"Facility"):
(1) Except with respect to the Mortgage Loan as indicated in
Exhibit III-A hereto, all governmental licenses, permits,
regulatory agreements or other approvals or agreements
necessary for the use and operation of each Facility as
intended are held by the related Mortgagor or the operator
of the Facility, and are in full force and effect,
including, without limitation, a valid certificate of need
("CON") or similar certificate, license, or approval issued
by the applicable department of health for the requisite
number of beds, and approved provider status in any approved
provider payment program (collectively, the "Licenses").
(2) The Licenses (1) may not be, and have not been, transferred
to any location other than the Facility; (2) have not been
pledged as collateral security for any other loan or
indebtedness; and (3) are held free from restrictions or
known conflicts which would materially impair the use or
operation of the Facility as intended, and are not
provisional, probationary or restricted in any way.
(3) As of the Cut-Off Date and to Seller's knowledge, without
inquiry, (1) as of the Cut-Off Date, the Facility has not
received a "Level A" (or equivalent) violation which has not
been cured to the satisfaction of the applicable
governmental agency, and (2) no statement of charges or
deficiencies has been made or penalty enforcement action has
been undertaken against the Facility, its operator or the
Mortgagor or against any officer, director or stockholder of
such operator or the Mortgagor by any governmental agency
during the last three calendar years, and there have been no
violations over the past three years which have threatened
the Facility's, the operator's or the Mortgagor's
certification for participation in Medicare or Medicaid or
the other third-party payors' programs.
11
SCHEDULE IV
Credit Lease Loan Representations and Warranties
1. The lease payments due under the related Credit Lease, together
with any escrow payments held by the Seller or its designee, are equal to or
greater than the payments due with respect to the related Mortgage Loan.
2. The Mortgagor does not have any material monetary obligations under
the related Credit Lease, and every material monetary obligation associated with
managing, owning, developing and operating the leased property, including, but
not limited to, the costs associated with utilities, taxes, insurance,
maintenance and repairs is an obligation of the related Tenant.
3. The Mortgagor does not have any nonmonetary obligations under the
related Credit Lease, except for the delivery of possession of the leased
property.
4. The related Tenant cannot terminate such Credit Lease for any
reason prior to the payment in full of: (a) the principal balance of the related
Mortgage Loan; (b) all accrued and unpaid interest on such Mortgage Loan; and
(c) any other sums due and payable under such Mortgage Loan, as of the
termination date, which date is a rent payment date, except for a material
default by the related Mortgagor under the Credit Lease or due to a casualty or
condemnation event, in which case, a Lease Enhancement Policy insures against
such risk.
5. In the event the related Tenant assigns or sublets the related
leased property, such Tenant (and if applicable, the related guarantor) remains
obligated under the related Credit Lease.
6. Based upon the customary due diligence performed by the originator
at origination, each property related to a Credit Lease Loan is one or more
separate tax lots, except properties concerning which adequate funds have been
escrowed to cover taxes due on the entire tax lot or lots.
7. The related Tenant has agreed to indemnify the Mortgagor from any
claims of any nature (a) to which the Mortgagor is subject because of such
Mortgagor's estate in the leased property (except to the extent caused by the
act or omission of the Mortgagor or its agents or employees), or (b) arising
from (i) injury to or death of any person or damage to or loss of property on
the leased property or connected with the use, condition or occupancy of the
leased property, (ii) Tenant's violation of the related Credit Lease, or (iii)
any act or omission of the Tenant.
8. The related Tenant has agreed to indemnify the Mortgagor from any
claims of any nature arising as a result of any hazardous material affecting the
leased property and due to such Tenant's use of the leased property.
12
9. In connection with Credit Lease Loans with respect to which a
Guaranty exists from the rated parent or affiliate of the tenant, based on legal
opinions and due diligence customarily performed in the origination of
Comparable Mortgage Loans by the Seller, such guaranty is legal, valid and
binding against the guarantor, such guaranty provides that it is a guaranty of
both performance and payment of the financial obligations of the Tenant, and may
not be amended or released without the Mortgagee's consent, and such Guaranty,
on its face, contains no conditions to such payment.
10. Except for the Credit Lease Loans which have residual value
insurance, each Credit Lease Loan fully amortizes over the term of the loan, and
there is no "balloon" payment due under such Credit Lease Loan at maturity.
11. No Tenant under a Credit Lease Loan may exercise any termination
right or offset or set-off right which shall be binding upon the related
Mortgagee without providing prior written notice of same to such Mortgagee.
12. Each Tenant under each Credit Lease Loan is required to make all
rental payments due under the applicable Credit Lease directly to a lock-box
being maintained by or on behalf of the Mortgagee.
13. No material modification or amendment of any Credit Lease Loan
shall be binding upon the related Mortgagee without such Mortgagee's prior
written notice consent to such material modification or amendment, which consent
may not be unreasonably unwithheld.
14. Each property related to a Credit Lease Loan has or will have a
permanent Certificate of Occupancy, and the related Tenant thereunder has
commenced the payment of rent due under the respective Credit Tenant Lease in
accordance with its terms.
15. Each Tenant has delivered a Subordination, Non-disturbance and
Attornment Agreement pursuant to which the respective Tenant has agreed in the
event the related Mortgagee succeeds to the interest of the Mortgagor under the
Credit Lease by reason of foreclosure or acceptance of a deed in lieu of
foreclosure, the Tenant will attorn to and recognize the Mortgagee as its
landlord under the Lease for the remainder of the term of the Credit Lease.
16. To the Seller's knowledge, the property related to each Credit
Lease Loan is not subject to any other lease other than the related Credit Lease
or any ground lease pursuant to which the related Mortgagor has acquired its
interest in the respective property, no person has any possessory interest in,
or right to occupy, the subject property except under and pursuant to any such
Credit Lease or ground lease and the related Tenant under each Credit Lease is
in occupancy of the demised premises.
13
EXHIBIT A
Mortgage Loan Schedule
MLMCI Mortgage Loans transferred pursuant to this Agreement are set forth on
Exhibit B to the Pooling and Servicing Agreement under the column heading
"Seller" and with the designation "MLMCI Seller".
15
FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST SERIES 2000-C1
MORTGAGE LOAN SCHEDULE CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
XXXXXXX XXXXX LOANS ONLY
CONTROL ZIP
NUMBER PROPERTY NAME ADDRESS CITY STATE CODE
-----------------------------------------------------------------------------------------------------------------------------------
00 000xx Xxxxxx Family Center 0000 000xx Xxxxxx Xxxxxxxxxxxx XX 00000
00 0000-0000/1409-1429/2074-2100 Xxxx Xxxxxx Xxxxxxx Xxxxxxxx XX 00000
75.1 0000-0000 Xxxx Xxxxxx 0000-0000 Xxxx Xxxxxx Xxxxxxxx XX 00000
75.2 0000-0000 Xxxx Xxxxxx (aka 000 Xxxxxxxx Xxx.) 0000-0000 Xxxx Xxxxxx (aka 000 Xxxxxxxx Xxx.) Xxxxxxxx XX 00000
75.3 0000-0000 Xxxx Xxxxxx 0000-0000 Xxxx Xxxxxx Xxxxxxxx XX 00000
66 000 Xxxx 00xx Xxxxxx 000 Xxxx 00xx Xxxxxx Xxx Xxxx XX 00000
4 BR- Peartree Square 000 Xx-xx Xxxx Xxxx Xxxxx XX 00000
00 Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxx 000 Xxxx XX Xxxxxxx 00 Xxxxxxxx XX 00000
00 Xxxxxx Xxxxxxxxxx- Xxxx X Xxxxxxx Xxxxxxxxxxxx XX 00000
95.1 Monterey Manor Garden 0000 Xxxxxxxx Xxxxx Xxxxxxxxxxxx XX 00000
95.2 Matanzas Apartments 0000 Xxxxxxxx Xxx Xxxxxxxxxxxx XX 00000
95.3 Georgetown Apts. 0000 Xxxxx Xxxx Xxxxx Xxxxxxxxxxxx XX 00000
00 Xxxxxx Xxxxxxxxxx- Xxxx X Various Jacksonville FL Various
25.1 Greenbrier Apartments 0000 Xxxx Xxxx Xxxx X. Xxxxxxxxxxxx XX 00000
25.2 Forest Park 0000 Xxxxxxx Xxxx Xxxxxxxxxxxx XX 00000
25.3 Colony Apartments 0000 Xxxxxxx Xxxx Xxxxxxxxxxxx XX 00000
25.4 Sweetbriar I and II 0000 Xxxxxxx Xxxx Xxxxxxxxxxxx XX 00000
25.5 Villa Capri I and II 0000 Xxxx Xxxx Xxxx Xxxxxxxxxxxx XX 00000
8 Covina Town Center AMC Theaters 0000 X. Xxxxx Xxxxxx Xxxxxx XX 00000
00 Xxxxxxxxx Xxxxx 00 Xxxxx 00 Xxxxxxxxx XX 00000
31 Engineering Technology Building 769, 777, and 000 Xxxxxxx Xxxx Xxxx XX 00000
00 Xxxxxxxxx Xxxxx Xxxxxx 0000-0000 X. Xxxxxxx Xxxx Xxxxxxxxx XX 00000
109 Xxxxxx Xxxxxx- Charlotte 0000 Xxxxx Xxxx Xxxxxxxxx XX 00000
135 Xxxxxx Xxxxxx- Las Cruses 0000 Xxxxx Xxxxxx Xxx Xxxxxx XX 00000
117 Xxxxxx Xxxxxx- National City 300 & 000 Xxxxxxxx Xxxx Xxxx. Xxxxxxxx Xxxx XX 00000
116 Xxxxxx Xxxxxx- San Diego 0000 Xx Xxxxx Xxxx Xxx Xxxxx XX 00000
24 Intermedia-Digex Building 0000 Xxxxxx Xxxx Xxx Xxxx XX 00000
37 LEX- Hampton Technology Center I and II 000 Xxxxxx Xxxx Xxxx Xxxxxxx XX 00000
49 LEX- Hampton Technology Center III 000 Xxxxxx Xxxx Xxxx Xxxxxxx XX 00000
00 Xxxxxx Xxxx Xxxxxxxxxx Xxxx 0000 Xxxxx Xxxx Xxxxx Xxx Xxxxx XX 00000
87 Mariner's Village Apartments 0000 Xxxxxxx Xxxx Xxxxxxxx Xxxxx XX 00000
0 Xxxxxx Xxxxxxx & Xxxxxx Xxxxx 0000-0000 00xx Xxx & 0000 Xx. Xxxxx Xx. Xxxxxx Xxxxx XX 00000
41 Orangeburg Xxxxxx 000 Xxxxx 000 Xxxxxxxxxx XX 00000
82 Petsmart- X. Xxxxxxx 0000 Xxxx Xxxxxxx Xxxxx Xxxx Xxxxxxx XX 00000
33 Riverpark II 0000 Xxxxx Xxxx Xxxxxx XX 00000
3 Thomson Consumer Electronics 00000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxxx XX 00000
FOR ALL
MONTHLY MONTHLY XXXXXX
X&X X&X MORTGAGE
CUT-OFF PAYMENTS FOLLOWING PAYMENT ORIGINAL REMAINING LOANS, THE
DATE EXPIRATION OF ANY SCHEDULED TERM TO TERM TO MATURITY REMAINING
CONTROL LOAN APPLICABLE IO FOR MORTGAGE MATURITY MATURITY DATE OR AMORT.
NUMBER BALANCE PERIODS 6/1/2000 RATE OR ARD OR ARD ARD TERM
---------------------------------------------------------------------------------------------------------------------
84 2,441,510 20,042 20,042 9.0800% 120 118 03/01/2010 358
75 2,797,397 23,020 23,020 8.7500% 120 119 04/01/2010 299
75.1
75.2
75.3
66 3,397,128 27,357 27,357 9.0000% 120 118 03/01/2010 358
4 22,221,654 178,175 178,175 8.8125% 120 117 02/01/2010 357
36 7,495,372 57,191 57,191 8.4100% 120 119 04/01/2010 359
95 2,245,365 17,658 17,658 8.6000% 120 117 02/01/2010 357
95.1
95.2
95.3
25 9,979,399 78,478 78,478 8.6000% 120 117 02/01/2010 357
25.1
25.2
25.3
25.4
25.5
8 17,379,334 132,975 132,975 8.4400% 120 119 04/01/2010 359
34 7,995,193 61,740 61,740 8.5400% 120 119 04/01/2010 359
31 8,875,539 66,817 66,817 8.1250% 120 116 01/01/2010 356
99 2,033,004 16,943 16,943 9.2500% 120 118 03/01/2010 358
109 1,607,148 12,275 12,275 7.4200% 156 135 08/01/2011 301
135 856,024 6,538 6,538 7.4200% 156 135 08/01/2011 301
117 1,365,680 10,431 10,431 7.4200% 156 135 08/01/2011 301
116 1,434,954 10,960 10,960 7.4200% 156 135 08/01/2011 301
24 10,490,791 83,543 83,543 8.8750% 120 118 03/01/2010 358
37 7,495,237 56,450 56,450 8.2700% 120 119 04/01/2010 359
49 4,597,073 34,591 34,591 8.2600% 120 119 04/01/2010 359
76 2,705,289 21,463 21,463 8.6900% 120 116 01/01/2010 356
87 2,360,865 17,437 17,437 7.8800% 120 110 07/01/2009 350
9 16,069,055 108,631 108,631 6.9770% 99 97 06/01/2008 339
41 5,939,865 45,643 45,643 8.3300% 120 114 11/01/2009 354
82 2,482,818 20,018 20,018 8.5800% 120 97 06/01/2008 337
33 8,717,303 67,526 67,526 8.4300% 120 116 01/01/2010 356
3 24,605,207 190,005 190,005 8.5400% 144 143 04/01/2012 359
INTEREST
RATE EFFECTIVE
TOTAL DURING DATE OF
ORIG. REMAIN. IS THE MORTGAGE LOAN MASTER ADMINISTR- HYPER- HYPER
CONTROL AMORT. AMORT. SECURED BY A GROUND SERVICING ATIVE FEE ARD AMORT AMORT
NUMBER TERM TERM LEASE? FEE RATE RATE LOANS PERIOD? PROVISIONS
-----------------------------------------------------------------------------------------------------------------------
84 360 358 N 0.0250% 0.05385% N NA NA
75 300 299 N 0.0250% 0.05385% N NA NA
75.1
75.2
75.3
66 360 358 N 0.0250% 0.05385% N NA NA
4 360 357 N 0.0250% 0.05385% Y 10.81250% 02/01/2010
36 360 359 N 0.0250% 0.05385% N NA NA
95 360 357 N 0.0250% 0.05385% N NA NA
95.1
95.2
95.3
25 360 357 N 0.0250% 0.05385% N NA NA
25.1
25.2
25.3
25.4
25.5
8 360 359 N 0.0250% 0.05385% N NA NA
34 360 359 N 0.0250% 0.05385% N NA NA
31 360 356 N 0.0250% 0.05385% N NA NA
99 360 358 N 0.0250% 0.05385% N NA NA
109 322 301 N 0.0250% 0.05385% N NA NA
135 322 301 N 0.0250% 0.05385% N NA NA
117 322 301 N 0.0250% 0.05385% N NA NA
116 322 301 N 0.0250% 0.05385% N NA NA
24 360 358 N 0.0250% 0.05385% N NA NA
37 360 359 N 0.0250% 0.05385% N NA NA
49 360 359 N 0.0250% 0.05385% N NA NA
76 360 356 N 0.0250% 0.05385% N NA NA
87 360 350 N 0.0250% 0.05385% N NA NA
9 341 339 N 0.0250% 0.05385% Y 8.97700% 06/01/2008
41 360 354 N 0.0250% 0.05385% N NA NA
82 360 337 N 0.0250% 0.05385% N NA NA
33 360 356 N 0.0250% 0.05385% N NA NA
3 360 359 N 0.0250% 0.05385% Y 10.54000% 04/01/2012
IS THE
MORTGAGE IS THE
LOAN MORTGAGE
IS THE INSURED BY CROSS IS THE LOAN A
MORTGAGE CREDIT A LEASE COLLATERALIZED MORTGAGE SEMI-
LOAN AN LEASE ENHANCEMENT AND CROSS LOAN A ANNUAL
CONTROL ACTUAL/360 LOAN LOAN POLICY OR RVI DEFAULTED DEFEASANCE MORTGAGE
NUMBER LOAN SELLER FLAG CTL GUARANTOR POLICY? LOAN FLAG LOAN? LOAN?
----------------------------------------------------------------------------------------------------------------------------
84 Y ML N Y N
75 Y ML N Y N
75.1 ML
75.2 ML
75.3 ML
66 Y ML N Y N
4 Y ML N Y N
36 Y ML N Y N
95 Y ML N Y N
95.1 ML
95.2 ML
95.3 ML
25 Y ML N Y N
25.1 ML
25.2 ML
25.3 ML
25.4 ML
25.5 ML
8 Y ML N Y N
34 Y ML N Y N
31 Y ML N Y N
99 Y ML N Y N
109 N ML N Y N
135 N ML N Y N
117 N ML N Y N
116 N ML N Y N
24 Y ML N Y N
37 Y ML N Y N
49 Y ML N Y N
76 Y ML N Y N
87 Y ML N Y N
9 Y ML N Y N
41 Y ML N Y N
82 N ML N Y N
33 Y ML N Y N
3 Y ML N Y N
IS THE IS THE
MORTGAGE MORTGAGE
LOAN LOAN AN
SECURED BY INTEREST ANNUAL
CONTROL A LETTER OF RESERVE MONTHLY REPLACEMENT ANNUAL TAX INSURANCE
NUMBER CREDIT? LOAN? LOCKBOX RESERVES ESCROW ESCROW ESCROW
-------------------------------------------------------------------------------------------------------------------------------
84 N Y 784.00 3,790.09 396.61
75 N Y 6998.00 12,941.65 1,745.17
75.1
75.2
75.3
66 N Y 822.00 13,492.00 859.00
4 N Y Hard 1747.00 7,103.00 2,767.59
36 N Y 4357.00 8,201.78 829.60
95 N Y 3479.00 1,490.00 0.00
95.1
95.2
95.3
25 N Y 11625.00 9,290.00 0.00
25.1
25.2
25.3
25.4
25.5
8 N Y Hard 1189.00 0.00 0.00
34 N Y 977.00 6,779.00 3,795.00
31 N Y 0.00 0.00 0.00
99 N Y 270.00 0.00 0.00
109 N N Hard 0.00 0.00 0.00
135 N N Hard 0.00 0.00 0.00
117 N N Hard 0.00 0.00 0.00
116 N N Hard 0.00 0.00 0.00
24 N Y Hard 1378.00 8,640.51 1,812.80
37 N Y Hard 839.00 4,694.00 1,285.00
49 N Y Hard 461.00 1,069.00 720.00
76 N Y 860.00 2,720.17 297.84
87 N Y 2500.00 3,175.00 1,500.00
9 N Y Hard 7150.00 18,017.58 3,443.66
41 N Y 1870.00 3,942.48 1,151.00
82 N N Hard 0.00 0.00 0.00
33 N Y Hard 1299.00 0.00 0.00
3 N Y Hard 0.00 0.00 0.00
ANNUAL DEP INITIAL INITIAL
CONTROL REPLACEMENT UPFRONT TI/LC REPAIR ENVIRONMENTAL FUTURE TI/LC
NUMBER RESERVE AT CLOSING RESERVES RESERVES ESCROW?
--------------------------------------------------------------------------------------------
84 9,408.00 30,000.00 0.00 0.00 Y - See Footnote 1
75 83,976.00 0.00 85,350.00 51,875.00 XX
00.0 XX
00.0 XX
00.0 XX
00 9,864.00 140,000.00 0.00 0.00 Y - See Footnote 1
4 20,964.00 888,172.00 0.00 0.00 NA
36 52,284.00 160,000.00 390,000.00 0.00 NA
95 41,748.00 0.00 0.00 0.00 XX
00.0 XX
00.0 XX
00.0 XX
00 139,500.00 0.00 0.00 0.00 XX
00.0 XX
00.0 XX
00.0 XX
00.0 XX
00.0 XX
0 14,268.00 150,000.00 0.00 0.00 Y - See Footnote 1
34 11,724.00 0.00 0.00 0.00 NA
31 0.00 361,175.00 94,625.00 0.00 NA
99 3,240.00 35,000.00 0.00 0.00 NA
109 0.00 0.00 0.00 0.00 NA
135 0.00 0.00 0.00 0.00 NA
117 0.00 0.00 0.00 0.00 NA
116 0.00 0.00 0.00 0.00 NA
24 16,536.00 500,000.00 0.00 0.00 NA
37 10,068.00 0.00 0.00 0.00 Y - See Footnote 1
49 5,532.00 0.00 0.00 0.00 Y - See Footnote 1
76 10,320.00 0.00 0.00 0.00 NA
87 30,000.00 0.00 50,000.00 0.00 NA
9 85,800.00 0.00 32,393.62 0.00 NA
41 22,440.00 516,000.00 20,000.00 0.00 NA
82 0.00 0.00 0.00 0.00 NA
33 0.00 0.00 938,500.00 24,744.00 NA
3 0.00 0.00 0.00 0.00 NA
----------
(1) In addition to any such escrows funded at loan closing for potential TI/LC
expenses, these loans require funds to be escrowed during some or all of
the loan term for TI/LC expenses which may be incurred during the loan
term. In certain instances, escrowed funds may be released to borrower upon
satisfaction of certain leasing conditions.
(2) Fee interest subordinate to the leasehold interest (ie fee owner has joined
in the mortgage)
FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST SERIES 2000-C1
ANNEX A-2 DEBT SERVICE PAYMENT SCHEDULES FOR CERTAIN CREDIT LEASE LOANS
Control # 74
Control # 27 Control # 43 Control # 47 Control # 57 Control # 59 Motel 6 525 Control # 80
Giant Motel 6 28 St. Motel 6 69 Motel 6 414 Motel 6 270 Cleveland Motel 6 1105
Fredericksburg Xxxx Goleta Cocoa Beach Gainesville Pismo Beach Macedonia Pensacola
-------------- ----------- ----------- ----------- ----------- ----------- -----------
Loan Pay
Period Payment ($) Payment ($) Payment ($) Payment ($) Payment ($) Payment ($) Payment ($)
------ ----------- ----------- ----------- ----------- ----------- ----------- -----------
1 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
2 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
3 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
4 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
5 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
6 73,151.88 478,709.10 440,041.16 336,411.08 321,717.26 240,514.59 217,313.82
7 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
8 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
9 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
10 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
11 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
12 73,151.88 384,325.23 353,281.19 270,083.16 258,286.42 193,093.94 174,467.51
13 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
14 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
15 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
16 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
17 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
18 73,151.88 299,293.99 275,118.39 210,327.76 201,141.03 150,372.26 135,866.90
19 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
20 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
21 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
22 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
23 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
24 73,151.88 276,188.62 253,879.37 194,090.55 185,613.03 138,763.59 125,378.03
25 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
26 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
27 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
28 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
29 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
30 73,151.88 303,043.15 278,564.70 212,962.47 203,660.66 152,255.93 137,568.86
31 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
32 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
33 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
34 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
35 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
36 73,151.88 273,267.40 251,194.10 192,037.67 183,649.82 137,295.90 124,051.92
37 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
38 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
39 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
40 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
41 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
42 73,151.88 301,824.70 277,444.68 212,106.21 202,841.80 151,643.75 137,015.74
43 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
44 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
45 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
46 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
47 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
48 73,151.88 272,730.40 250,700.48 191,660.30 183,288.93 137,026.10 123,808.15
49 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
50 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
51 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
52 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
53 73,151.88 0.00 0.00 0.00 0.00 0.00 0.00
54 77,264.54 311,138.94 286,006.55 218,651.76 209,101.45 156,323.44 141,244.01
55 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
56 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
57 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
58 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
59 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
60 77,264.54 265,624.13 244,168.22 186,666.39 178,513.15 133,455.74 120,582.20
61 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
62 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
63 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
64 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
65 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
66 77,264.54 307,205.36 282,390.71 215,887.45 206,457.88 154,347.12 139,458.33
67 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
68 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
69 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
70 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
71 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
72 77,264.54 272,472.88 250,463.76 191,479.33 183,115.86 136,896.71 123,691.24
73 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
74 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
75 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
76 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
77 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
78 77,264.54 285,780.77 262,696.70 200,831.40 192,059.45 143,582.91 129,732.47
79 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
80 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
81 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
82 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
83 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
84 77,264.54 298,003.40 273,932.04 209,420.80 200,273.69 149,723.84 135,281.02
85 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
86 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
87 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
88 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
89 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
90 77,264.54 239,720.61 220,357.07 168,462.79 161,104.64 120,441.21 108,823.09
91 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
92 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
93 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
94 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
95 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
96 77,264.54 339,845.02 312,393.89 238,824.86 228,393.43 170,746.05 154,275.37
97 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
98 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
99 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
100 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
101 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
102 77,264.54 218,971.66 201,284.12 153,881.53 147,160.27 110,016.45 99,403.93
103 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
104 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
105 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
106 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
107 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
108 77,264.54 298,676.69 274,550.95 209,893.96 200,726.18 150,062.12 135,586.67
109 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
110 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
111 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
112 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
113 77,264.54 0.00 0.00 0.00 0.00 0.00 0.00
114 81,377.20 201,366.79 185,101.30 141,509.78 135,328.89 101,171.36 91,412.07
115 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
116 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
117 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
118 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
119 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
120 81,377.20 269,382.87 247,623.35 189,307.83 181,039.22 135,344.22 122,288.51
121 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
122 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
123 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
124 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
125 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
126 81,377.20 205,032.77 188,471.16 144,086.03 137,792.62 103,013.23 93,076.27
127 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
128 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
129 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
130 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
131 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
132 81,377.20 265,521.46 244,073.85 186,594.24 178,444.15 133,404.16 120,535.59
133 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
134 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
135 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
136 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
137 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
138 81,377.20 209,871.33 192,918.88 147,486.31 141,044.38 105,444.24 95,272.77
139 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
140 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
141 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
142 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
143 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
144 81,377.20 262,241.16 241,058.51 184,289.02 176,239.61 131,756.06 119,046.47
145 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
146 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
147 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
148 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
149 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
150 81,377.20 205,360.41 188,772.33 144,316.28 138,012.81 103,177.85 93,225.00
151 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
152 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
153 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
154 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
155 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
156 81,377.20 267,723.75 246,098.25 188,141.89 179,924.20 134,510.64 121,535.34
157 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
158 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
159 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
160 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
161 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
162 81,377.20 195,019.43 179,266.65 137,049.19 131,063.14 97,982.30 88,530.63
163 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
164 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
165 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
166 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
167 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
168 81,377.20 277,712.72 255,280.35 195,161.61 186,637.31 139,529.33 126,069.91
169 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
170 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
171 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
172 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
173 81,377.20 0.00 0.00 0.00 0.00 0.00 0.00
174 85,489.86 186,790.49 171,702.41 131,266.34 125,532.87 93,847.89 84,795.04
175 85,489.86 0.00 0.00 0.00 0.00 0.00 0.00
176 85,489.86 0.00 0.00 0.00 0.00 0.00 0.00
177 85,489.86 0.00 0.00 0.00 0.00 0.00 0.00
178 85,489.86 0.00 0.00 0.00 0.00 0.00 0.00
179 85,489.86 0.00 0.00 0.00 0.00 0.00 0.00
180 85,489.86 268,425.45 246,743.27 188,635.01 180,395.78 134,863.19 121,853.88
181 85,489.86 0.00 0.00 0.00 0.00 0.00 0.00
182 85,489.86 0.00 0.00 0.00 0.00 0.00 0.00
183 85,489.86 0.00 0.00 0.00 0.00 0.00 0.00
184 85,489.86 0.00 0.00 0.00 0.00 0.00 0.00
185 85,489.86 0.00 0.00 0.00 0.00 0.00 0.00
186 85,489.86 283,658.81 260,746.14 199,340.19 190,633.38 142,516.78 128,769.18
187 85,489.86 0.00 0.00 0.00 0.00 0.00 0.00
188 85,489.86 0.00 0.00 0.00 0.00 0.00 0.00
189 85,489.86 0.00 0.00 0.00 0.00 0.00 0.00
190 85,489.86 0.00 0.00 0.00 0.00 0.00 0.00
191 85,489.86 0.00 0.00 0.00 0.00 0.00 0.00
192 85,489.86 163,225.38 150,040.78 114,706.04 109,695.89 82,008.23 74,097.47
193 85,489.86 0.00 0.00 0.00 0.00 0.00 0.00
194 85,489.86 0.00 0.00 0.00 0.00 0.00 0.00
195 85,489.86 0.00 0.00 0.00 0.00 0.00 0.00
196 85,489.86 0.00 0.00 0.00 0.00 0.00 0.00
197 85,489.86 0.00 0.00 0.00 0.00 0.00 0.00
198 85,489.86 430,517.65 395,742.40 302,544.72 289,330.12 216,302.08 195,436.93
199 85,489.86 0.00 0.00 0.00 0.00 0.00 0.00
200 85,489.86 0.00 0.00 0.00 0.00 0.00 0.00
201 85,489.86 0.00 0.00 0.00 0.00 0.00 0.00
202 85,489.86 0.00 0.00 0.00 0.00 0.00 0.00
203 85,489.86 0.00 0.00 0.00 0.00 0.00 0.00
204 85,489.86 73,315.89 67,393.77 51,522.48 49,272.07 36,835.61 33,282.34
205 85,489.86 0.00 0.00 0.00 0.00 0.00 0.00
206 85,489.86 0.00 0.00 0.00 0.00 0.00 0.00
207 85,489.86 0.00 0.00 0.00 0.00 0.00 0.00
208 85,489.86 0.00 0.00 0.00 0.00 0.00 0.00
209 85,489.86 0.00 0.00 0.00 0.00 0.00 0.00
210 85,489.86 235,680.33 216,643.15 165,623.50 158,389.37 118,411.28 106,988.97
211 85,489.86 0.00 0.00 0.00 0.00 0.00 0.00
212 85,489.86 0.00 0.00 0.00 0.00 0.00 0.00
213 85,489.86 0.00 0.00 0.00 0.00 0.00 0.00
214 85,489.86 0.00 0.00 0.00 0.00 0.00 0.00
215 85,489.86 0.00 0.00 0.00 0.00 0.00 0.00
216 85,489.86 1,931,778.51 1,775,738.24 1,357,550.33 1,298,255.02 970,570.46 876,946.30
217 85,489.86
218 85,489.86
219 85,489.86
220 85,489.86
221 85,489.86
222 85,489.86
223 85,489.86
224 85,489.86
225 85,489.86
226 85,489.86
227 85,489.86
228 85,489.86
229 85,489.86
230 85,489.86
231 85,489.86
232 85,489.86
233 85,489.86
234 89,602.53
235 89,602.53
236 89,602.53
237 89,602.53
238 89,602.53
239 89,602.53
240 89,602.53
241 89,602.53
242 89,602.53
243 89,602.53
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245 89,602.53
246 89,602.53
247 89,602.53
248 89,602.53
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250 89,602.53
251 89,602.53
252 89,602.53
253 89,602.53
254 89,602.53
255 89,602.53
256 89,602.53
257 89,602.53
258 89,602.53
259 89,602.53
260 89,602.53
261 89,602.53
262 89,602.53
263 89,602.53
264 89,602.53
265 89,602.53
266 89,602.53
267 89,602.53
268 89,602.53
269 89,602.53
270 89,602.53
271 89,602.53
272 89,602.53
273 89,602.53
274 89,602.53
275 89,602.53
276 89,602.53
277 89,602.53
278 89,602.53
279 89,602.53
280 89,602.53
281 89,602.53
282 89,602.53
283 89,602.53
284 89,602.53
285 89,602.53
286 89,602.53
287 89,602.53
288 89,602.53
289 89,602.53
290 89,602.53
291 89,602.53
292 89,602.53
293 89,602.53
294 93,715.19
295 93,715.19
296 93,715.19
297 93,715.19
298 93,715.19
299 93,715.19
300 93,715.19
