Exhibit 99.1
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 First Union
National Bank (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 "FUNB Mortgage Loans") identified
on the schedule (the "FUNB Mortgage Loan Schedule") annexed hereto as Exhibit
A-1 and the Xxxxxxx Mortgage Loans (as defined below) as provided herein. Prior
to the execution of this Agreement, the Seller purchased certain multifamily and
commercial mortgage loans (the "Xxxxxxx Mortgage Loans", and collectively with
the FUNB Mortgage Loan, the "Mortgage Loans") identified on the schedule (the
"Xxxxxxx Mortgage Loan Schedule", and collectively with the FUNB Mortgage Loans
Schedule, the "Mortgage Loan Schedule" ) annexed hereto as Exhibit A-2 pursuant
to a separate mortgage loan purchase agreement (the "Xxxxxxx MLPA"), dated as of
November 10, 2000, between the Seller, as purchaser, and Xxxxxxx Xxxxx Mortgage
Capital Inc. ("MLMCI") and Xxxxxxx Xxxxx Mortgage Lending, Inc. ("MLMLI" and
collectively with MLMCI, "Xxxxxxx"), as sellers. The Purchaser intends to
deposit the Mortgage Loans 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"), and as special servicer (in such capacity, the
"Special Servicer"), and Xxxxx Fargo Bank Minnesota, N.A. as trustee (the
"Trustee"). 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
Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan
Schedule may be amended to reflect the actual Mortgage Loans delivered to the
Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have
an aggregate principal balance of $1,147,819,332, including the Xxxxxxxxx
Subordinate Balance (the "Initial Pool 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
purchase and sale of the Mortgage Loans shall
take place on November 29, 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 Mortgage Loans shall consist of (A) the
principal amounts of the Class H, Class J, Class K, Class L, Class M, Class N
and Class O Certificates set forth on Exhibit B attached hereto (collectively,
the "Retained Certificates"), and (B) a cash amount equal to (i) 104.41% of the
Initial Pool Balance as of the Cut-Off Date, plus (ii) interest accrued on the
Initial Pool 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 $7,438,624.45, less (iii) fees and expenses payable by the Seller and
less (iv) the price of the Retained Certificates as indicated on Exhibit B
attached hereto. The cash portion of the Aggregate Purchase Price shall be paid
to the Seller or its designee by wire transfer in immediately available funds on
the Closing Date and the Retained Certificates shall be delivered to the Seller
or its designee on the Closing Date by book-entry form through the facilities of
the Depository.
The Purchaser will assign to the Trustee, all of its right, title
and interest in and to the Mortgage Loans.
SECTION 2. Conveyance of 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 (i) the Mortgage Loans identified on the
Mortgage Loan Schedule as of such date, on a servicing released basis, together
with all of the Seller's right, title and interest in and to the proceeds of any
related title, hazard, primary mortgage or other insurance proceeds, and (ii)
the Xxxxxxx MLPA. The Mortgage Loan Schedule, as it may be amended, shall
conform to the requirements set forth in this Agreement and the Pooling and
Servicing Agreement.
(b) The Purchaser or its assignee shall be entitled to receive all
scheduled payments of principal and interest due after the Cut-Off Date, and all
other recoveries of principal and interest collected after the Cut-Off Date
(other than in respect of principal and interest on the Mortgage Loans due on or
before the Cut-Off Date). All scheduled payments of principal and interest due
on or before the Cut-Off Date but collected after the Cut-Off Date, and
recoveries of principal and interest collected on or before the Cut-Off Date
(only in respect of principal and interest on the Mortgage Loans due on or
before the Cut-Off Date and principal prepayments thereon), shall belong to, and
be promptly remitted to, the Seller.
(c) The Seller hereby represents and warrants that it has, on behalf of the
Purchaser, (i) delivered to the Trustee, the documents and instruments specified
below with respect to each FUNB Mortgage Loan (each a "Mortgage File") and (ii)
directed Xxxxxxx to delivered to the Trustee, the Mortgage File with respect to
each Xxxxxxx Mortgage Loan. 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:
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(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 Xxxxx Fargo Bank Minnesota, N. A., as
trustee for the registered holders of First Union National Bank
Commercial Mortgage Pass-Through Certificates, Series 2000-C2 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 or certified by the applicable
recording office;
(iii) an original or copy of any related Assignment of Leases (if such
item is a document separate from the Mortgage), together with any
and all intervening assignments thereof, in each case with
evidence of recording indicated thereon or certified by the
applicable recording office;
(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 Mortgage Loan otherwise included in the
Mortgage File, in favor of Xxxxx Fargo Bank Minnesota, N.A., as
trustee for the registered holders of First Union National Bank
Commercial Mortgage Pass-Through Certificates, Series 2000-C2 or
in blank;
(v) an original assignment of all unrecorded documents relating to
the Mortgage Loan, in favor of Xxxxx Fargo Bank Minnesota, N.A.,
as trustee for the registered holders of First Union National
Bank Commercial Mortgage Pass-Through Certificates, Series
2000-C2 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 or
located, an original or copy of an irrevocable, binding
commitment (which may be a marked version of the policy that has
been executed by an authorized representative of the title
company) 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
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of the originator of such 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 Xxxxx Fargo Bank Minnesota, N.A., as trustee for the
registered holders of First Union National Bank Commercial
Mortgage Pass-Through Certificates, Series 2000-C2 or in blank;
(ix) an original or copy of any Ground Lease or any guaranty;
(x) any intercreditor agreement relating to permitted debt of the
Mortgagor; and
(xi) with respect to the Crowne Plaza Companion Loan, all of the above
documents with respect to the Crowne Plaza Companion Loan and the
Co-Lender Agreement; provided that a copy of the Mortgage Note
relating to the Crowne Plaza Companion Loan, rather than the
original, shall be provided, and no assignments shall be
provided.
(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 FUNB
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. The Seller shall
cause Xxxxxxx to deliver the Additional Mortgage Loan Documents relating to each
Xxxxxxx Mortgage Loan 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 national banking association organized and validly
existing and in good standing under the banking laws of the United States
and possesses all requisite authority, power, licenses, permits and
franchises to carry on its business as currently conducted by it and to
execute, deliver and comply with its obligations under the terms of this
Agreement.
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(ii) This Agreement has been duly and validly authorized, executed and
delivered by the Seller and, assuming due authorization, execution and
delivery hereof by the Purchaser, constitutes a legal, valid and binding
obligation of the Seller, enforceable against the Seller in accordance with
its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights in general, as they may be applied in the
context of the insolvency of a national banking association, and by general
equity principles (regardless of whether such enforcement 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 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
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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
Mortgage Loans to the Purchaser as a sale of the Mortgage Loans to the
Purchaser in exchange for consideration consisting of a cash amount equal
to the Aggregate Purchase Price. The consideration received by the Seller
upon the sale of the Mortgage Loans to the Purchaser will constitute
reasonably equivalent value at least equal to the fair market value of the
Mortgage Loans. The Seller will be solvent at all relevant times prior to,
and will not be rendered insolvent by, the sale of the Mortgage Loans to
the Purchaser. The Seller is not selling the Mortgage Loans to the
Purchaser with any intent to hinder, delay or defraud any of the creditors
of the Seller.
(b) The Seller hereby makes the representations and warranties contained in
Schedule I, Schedule II and Schedule III 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 FUNB Mortgage Loan.
(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
FUNB 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 FUNB
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
FUNB 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
FUNB 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 FUNB 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 FUNB 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 FUNB
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
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Document Defect or Breach is not capable of being cured within the initial
90-day period and what actions the Seller is pursuing in connection with the
cure thereof and stating that the Seller anticipates that such Document Defect
or Breach will be cured within the additional 90-day period; and provided;
further, that no Document Defect (other than with respect to a Mortgage Note,
Mortgage, title insurance policy, Ground Lease or any letter of credit) shall be
considered to materially and adversely affect the interests of the
Certificateholders or the value of the related FUNB Mortgage Loan unless the
document with respect to which the Document Defect exists is required in
connection with an imminent enforcement of the Mortgagee's rights or remedies
under the related FUNB Mortgage Loan, defending any claim asserted by any
borrower or third party with respect to the FUNB Mortgage Loan, establishing the
validity or priority of any lien or any collateral securing the FUNB Mortgage
Loan or for any immediate servicing obligations. For a period of two years from
the Closing Date, so long as there remains any Mortgage File relating to a FUNB
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 FUNB
Mortgage Loan or the interests of the holders of the Certificates therein
(subject to the last proviso in the immediately preceding sentence), 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 FUNB 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 FUNB Mortgage Loans contemplated hereby, upon receipt of a certificate from
a Servicing Officer 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 FUNB
Mortgage Loan or substituted FUNB 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
FUNB 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
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representations and warranties are being made for risk allocation purposes.
Subject to Section 7 of this Agreement and Section 8 of the Xxxxxxx MLPA, this
Section 3 and Section 3 of the Xxxxxxx MLPA provide 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 or the Xxxxxxx MLPA.
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 Mortgage
Loans from the Seller and to transfer the 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.
(d) None of the acquisition of the Mortgage Loans by the Purchaser, the
transfer of the 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 Mortgage Loans by the Seller to the Purchaser as a
sale of the Mortgage Loans to
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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 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, all of the
representations and warranties of Xxxxxxx set forth in or made pursuant to
Sections 3(a) and 3(b) of the Xxxxxxx MLPA 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 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;
(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
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(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
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 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 FUNB Mortgage
Loans or omitted or omits to state therein a material fact necessary in order to
make the statements therein relating to the FUNB 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 FUNB Mortgage Loans or omitted or omits to state therein a
material fact necessary in order to make the
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statements therein related to the FUNB 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;
(g) A Certificate of Xxxxxxx, executed by a duly authorized officer of
Merrill and dated the Closing Date, and upon which the Purchaser and the
Underwriters may rely, to the effect that: the representations and warranties of
Merrill in the Merrill MLPA 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;
(h) An Officer's Certificate from an officer of Merrill, 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 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 Xxxxxxx
Mortgage Loans or omitted or omits to state therein a material fact necessary in
order to make the statements therein relating to the Xxxxxxx 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 Xxxxxxx Mortgage Loans or omitted or omits to state therein
a material fact necessary in order to make the statements therein related to the
Xxxxxxx Mortgage Loans, in the light of the circumstances under which they were
made, not misleading; and
(i) 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
11
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 FUNB Mortgage 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 FUNB 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 Seller" and "--The Mortgage Loan
Originators", "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 FUNB 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
Xxxxxxx 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. 333-30294 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 November
16, 2000, as supplemented by the prospectus supplement dated
12
November 16, 2000 (the "Prospectus Supplement") relating to the Registered
Certificates, including all annexes thereto; "Memorandum" shall mean the private
placement memorandum dated November 16, 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 compact disc attached to each of the Prospectus and
the Memorandum; and "Data File" shall mean the compilation of information and
data regarding the FUNB Mortgage Loans covered by the Agreed Upon Procedures
Letter dated November 2, 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
13
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
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
14
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.
(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): (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
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 Mortgage Loans by the Seller to the Purchaser
as provided in Section 2 hereof be, and be construed as, a sale of the Mortgage
Loans by the Seller to the Purchaser and not as a pledge of the Mortgage Loans
by the Seller to the Purchaser to secure a debt or other obligation of the
Seller. However, if, notwithstanding the aforementioned intent of the parties,
the Mortgage Loans are held to be property of the Seller, then, (a) it is the
express intent of the parties that such conveyance be deemed a pledge of the
Mortgage Loans by the Seller to the Purchaser to secure a debt or other
obligation of the Seller, and (b) (i) this Agreement shall also be deemed to be
a security agreement within the meaning of 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
15
the Mortgage Loans, and all amounts payable to the holder of the Mortgage Loans
in accordance with the terms thereof, and all proceeds of the conversion,
voluntary or involuntary, of the foregoing into cash, instruments, securities or
other property, including without limitation all amounts, other than investment
earnings, 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 property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the secured party for the
purpose of perfecting such security interest under applicable law. The Seller
and the Purchaser shall, to the extent consistent with this Agreement, take such
actions as may be necessary to ensure that, if this Agreement were deemed to
create a security interest in the Mortgage Loans, such security interest would
be deemed to be a perfected security interest of first priority under applicable
law and will be maintained as such throughout the term of this Agreement and the
Pooling and Servicing Agreement.
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 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
16
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.
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.
17
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
FIRST UNION NATIONAL BANK
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
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
18
SCHEDULE I
General Mortgage Representations and Warranties
1. The information pertaining to each Mortgage Loan set forth in the FUNB
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,
1
reorganization, liquidation, receivership, moratorium or other laws relating to
or affecting 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
2
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.
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
3
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 or III, 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 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
4
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. The Mortgage Loan documents with respect to
each Defeasance Loan do not allow such Defeasance Loan to be defeased prior to
two years after the Startup Date.
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).
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
Cut-Off Date, no Mortgagor is a debtor in, and no Mortgaged Property is the
subject of, any state or federal bankruptcy or insolvency proceeding.
22. 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.
5
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.
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 FUNB 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.
6
31. As of the date of origination and, to the Seller's knowledge, as
of the Cut-Off Date, there was no pending action, suit or proceeding against the
Mortgagor or the related 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, and, as of the Cut-Off Date, the Seller has no actual knowledge that
the related Mortgagor, the related lessee, franchisor or operator was not in
possession of such licenses, permits and authorizations.
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.
7
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 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 (a) 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 (b) 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
9
less than (x) 20 years beyond the Stated Maturity Date and (y) beyond the full
amortization 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
EXCEPTION EXHIBITS
I-39
Loan ID # Property Name
--------- -------------
200361 Crowne Plaza Phoenix Downtown
200433 Northgate Shopping Center
200347 U-Haul Beaverton
200348 U-HAUL HYATTSVILLE
200349 U-Haul Center South Willow
200350 U-Haul CT Research
200351 U-Haul LBJ
200352 U-Haul Hollywood
200353 U-Haul Franklin
200354 U-Haul LOMBARDY
200355 U-Haul Downtown
12
EXHIBIT A-1
FUNB Mortgage Loan Schedule
FUNB 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 "FUNB Seller".
(i) (ii) (ii)
Control
Number Property Name Address
------------------------------------------------------------------------------------------------------------------------------------
148 000-000 Xxxxx Xxxxxx 000-000 Xxxxx Xxxxxx
15 0000-0000 Xxxxxxxxxxxx Xxx. 0000-0000 Xxxxxxxxxxxx Xxx.
126 0000-0000 Xxxxxxxxxxxx Xxxxxx 0000-0000 Xxxxxxxxxxxx Xxxxxx
51 0000-0000 Xxxxxxxxxxxx Xxx. 0000-0000 Xxxxxxxxxxxx Xxx.
000 000-000 Xxxxxxxxx Xxxx 000-000 Xxxxxxxxx Xxxx
161 00 Xxxxx Xxxxx 00 Xxxxx Xxxxx
118 0000 X. Xxxxxxxx Xxx. 0000 X. Xxxxxxxx Xxxxxx
139 216-218 Xxxx 000xx Xxxxxx 000-000 Xxxx 000xx Xxxxxx
151 000 Xxxxxxxxxx Xxxxx 000 Xxxxxxxxxx Xxxxx
55 3310 Xxxx Xxx Xxxxxxxx 000 Xxxx Xxxxx
71 376-384 Sunderland 376-384 Sunderland
153 00-00 Xxxxxxxx Xxxxxx 00-00 Xxxxxxxx Xxxxxx
159 00 Xxxxx Xxxx Xxxx Xxxxxx 00 Xxxxx Xxxx
132 00-00 Xxxxx Xxxxxx 00-00 Xxxxx Xxxxxx
108 6 & 0 Xxxxxx Xxxxx 6 & 0 Xxxxxx Xxxxx
109 00 Xxxxx Xxxxx Xxx 00 Xxxxx Xxxxx Ave
61 75,84,88,90 Xxxxxxx Xxxxxx 00,00,00,00 Xxxxxxx Xxxxxx
158 800 Traction Avenue Apartments 800 - 000 X. Xxxxxxxx Xxxxxx
113 Xxxxxxxx Hospital Medical Center 0000 Xxxxxxxx Xx.
44 Ashland-Hanover Center 000 Xxxxx Xxxxxxxxxx Xxxxxxx
000 Xxxxxxxx Xxxxxxxxxx 0000 Xxxxxx X
0 Xxxxxxx Xxxxxx Office Building 1301 Shoreway Road
65 Belvedere Apartments 0000 Xxxx Xxxx
000 Xxxxxxxx Xxxxxxxxxx 0000 & 0000 Xx. Xxxxxxx Xx
103 Bookbindery Building 0000 Xxxx Xxxxx Xxxxxx
160 Xxxxxxxx Center 0000 Xxxxx Xxxxxxxxxx Xxxxxx
62 Bristol Plaza Shopping Center 2002-2010 Xxx Highway
129 Cahuenga & Yucca 0000-0000 X. Xxxxxxxx Xxxx.
48 Cambridge Medical Center 0000 Xxxxx Xxxxxx
84 Xxxxxxxx Xxxxxx and Westview House Xxxxxx Steet and Pine Street
125 Carlsbad Grand Professional Xxxx. 000 Xxxxx Xxx
000 Xxxxx Xxxxxxx Apartments 0000 Xxxxx 000xx Xxxxxx
67 Charlton Place 0000 Xxxxxx Xxxxxx Xxxxx
00 Xxxxxxxxxx Crossing Shopping Center 1903-1987 S. Military Xxxxxxx
00 Xxxxxxxx Xxxxxxxxxx 00000 Spice Lane
110 Clovelly Apartments 000-000 Xxxxxxx Xxxxxx
82 Coast Medical Plaza 0000 Xxxxxx Xxxxx Xx.
22 Combined 0000-0000 Xxxxxx Xxxxxx 0000-0000 Xxxxxx Xxxxxx
77 Country Village Townhomes 0000 Xxxx Xxxxxx Xxxxxx
00 Xxxxxx Xxxxx Xxxxxxx Xxxxxxxx 000 Xxxxx Xxxxx Xxxxxx
37 Desert Canyon One 0000 Xxxx Xxxxxx
5 Desert Club Apartments 3950 Xxxxx Xxxx
149 Duarte Shopping Center 0000-0000 Xxxx Xxxxxxxxxx Xxxxx
00 Xxxx Xxxxxx Xxxxxx 0000 Xxxxxxx Xxxxxx
000 Xxxxxxx Xxxxxxx XX Xxxxxx 58 & I-95
46 English Creek Corporate Center 500 & 000 Xxxxxxxxxxx Xxxxx
119 Executive Apartments 000-000 Xxxxxxxxx Xxxx
146 Xxxxxxxx'x Mobile Home Park 0000 Xxxx Xxxxxxx Xxxxxx
43 Food Lion Center 4600 South Orange Blossom Trail
143 Garden Villa Apartments 2701 Xxxxx
000 Xxxxx Xxxx Xxxxx 2625 S. 3rd St.
117 Grove Manor Apartments 000 Xxxx Xxxxx
000 Xxxxxxxx Company Building 00 Xxxxxxxx Xxxxxx
00 Xxxxxxxx Xxxxxx Office Complex 00 Xxxxxxx Xxxxxx
137 Heritage Office Complex 0000 Xxxxx 00 Xxxx
41 Holiday Inn Santa Xxxx 611 Ocean
19 Holiday Inn Select 0000 X-00 Xxxxx, XX
93 Holtrust Annex 0000 Xxxxxxxxxxx Xxxxx
66 Homewood Suites-Addison 0000 Xxxxxxxx Xxxx
68 Homewood Suites-Atlanta 0000 Xxxx Xxxxxxx
63 Homewood Suites-Irving 0000 Xxxxxxx Xxxxx
94 Homewood Suites-Xxxxxxx 000 Xxxxxx Xxxxxx
000 Xxxxxxxx Suites-Plano 0000 Xxx Xxxxxxx Xxxxx
000 Xxxxxxxx Xxxxxx-Xxxx Xxxx Xxxx 000 Xxxx Xxxxx Xxxxx Xxx.
106 Houston Mixed Use Buildings 1834 Westheimer, 2311 Xxxxxxx, 2325 Hazard
23 Ingleside Shopping Center 5624-5668 Baltimore National Pike
91 Xxxxxxx Manufacturing 1608 Xxxxx Xxxxx Road
116 Xxxx Xxxxxxx & Associates 0000 Xxxxxx Xxxxxxxx Xxxx
157 Jupiter Building 000 Xxxx Xxxxxxxxxx Xxxx
150 King Self-Storage 000 0xx Xxxxxx
133 King Village Apartments 0000 Xxxx Xxxxx Xxxxxx
120 Xxxxxxx Business Park 0000 - 0000 Xxxx Xx Xxxxx, 0000 and 0000 X. Xxxxxxx Xx.
131 Lake Sahara Xxxxx Xxxxxxxx XX 0000 Xxxx Xxxxxx Xxxxxx
00 Xxx Xxxxxxx Station 14005-33 Xxx Xxxxxxx Memorial Xxxxxxx
000 Xxxxxxx Xxxxx 0-00 Xxxxxxx Xx. xxx 0-0 Xxxxxxxx Xx.
107 Marketplace Center 000 Xxxxxxxx Xxxxxx XX
155 XxXxxx Self Storage 000 X. XxXxxx Xx
154 Medical III 0000 Xxxxx Xxxxxxxx Xxxxx
99 Midlothian Crossing Shopping Center 8501-8535 Midlothian Tpke
00 Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxx Xxxx and Shakespeare Boulevard
45 Minneapolis Heart Institute Building 000 Xxxx 00xx Xxxxxx
56 Mission Courtyard 0000 Xxxxxx Xx Xx Siesta
14 Montana at Xxxxxxxxx Xxxxx Xxxxxxxxxx 000 Xxxxxxxxx Xxxxx Xxxxxxxxx
00 Murfreesboro Medical Clinic 0000 X. Xxxxxxxx Xxx.
96 Needles Town Center 0000-0000 X. Xxxxxxxx Xxxxxx
000 Xxxxx Xxxxxx Xxxxxxxx Xxxxxx 0000 Xx. Xxxx Blvd.
00 Xxxxxxxxx Xxxxxxxx Xxxxxx 0000 -0000 Xxxxx Xxxxxxxx
000 Xxxxxxxxxx Station 15 & 25 Xxxx Xxxx
00 Xxx Xxxx Xxxxx 000 -000 Xxxxxxx Xxxxxx
72 Oakmont Apartments 00000 XX Xxxx Xxxx Xxxx
89 Oakridge Common Shopping Center Xxxxx 000 & Xxxxx Xxxxx Xx
00 Xxxxx Xxxx of Ponte Vedra 0000 Xxxxx Xxxxxxx Xxxxxxxxx
123 Olde English Village Apts. 000-000 Xxxxxxxxxx Xxxxxx
00 Xxxxxx Xxxxxx 0 Xxxxxxx Xxxxxx
69 Oxford Hill Apartments 0000-0000 Xxxxxxx Xxxxxx; 000-000 Xxxxxxx Xxxxxx
114 Xxxxxx One Shopping Center 000 Xxxx Xxxxxx Xxxx
0 Xxxx Xxxxx Xxxx 0000 Xxxx Xxxxxxx Street
33 Park Plaza Professional Building 0000 Xxxxxxx Xxxxx
0 Xxxxxxxxx Xxxxxx 5 10780-10790 Parkridge Blvd.
00 Xxxxxxx Xxxxx 00000 Xxxx Xxxxx Parkway
79 Pine Forest Apartments 17103 Clay Road
147 Pineaire Apartments 0000 Xxxxxxx Xxxxxx
90 Plaza Temecula 40758-40788 Winchester Road
00 Xxxxx Xxxx Xxxxxxxxxx 0000 Xxxx Xxxxxxxxxx
1 Polaris Towne Center 1171-1401 Polaris Parkway
000 Xxxxxx Xxxxxxxx Xxxx 000-000 XX Xxx Xxxxxx and 1609 & 0000 X. Xxxxxxx Xxxx.
40 Potrero Business Center 1740, 1750, 1760 Xxxxx Xxxxxx
00 Xxxxx Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx
30 Rancho de Montana Apartments 0000 X. Xxxxxxxx Xx.
70 Red Oak Apartments 00000 Xxx Xxx Xxxxx
57 Richland Gardens 000 Xxxx Xxxxxxxxx
000 Xxxxx Xxxxx Xxxx. 0-00 Xxxxx Xxxxx
00 Xxxxxxx'x Xxxx @ LA Tech 000 Xxxxxxxxx Xxx
21 Summer Landing Apartments 0000 Xxxxxxx Xxxxxxxxx
42 Sun Data II Building 2 Sun Court
60 The Chancellor Apartments 000 Xxxxxxxxxx Xxxx
00 Xxx Xxxxxxxxx Xxxxxxxxxx 000-000 X. Xxxxxx Street
16 The Eighth and Main Building 705 - 000 X. Xxxx Xxxxxx
162 The Elmhurst Apartments 000 Xxx Xxxxxx
9 The Grove At Shrewsbury Route 35
3 The Grove at Turtle Run Apartments 0000 Xxxxxx Xxx Xxxxxxxxx
127 The Ice House 201 East Birch Ave
12 The Landings Shopping Center 16701-16851 Xxxxxxxx Avenue
00 Xxx Xxxxxx xx Xxxxxxx Xxxxxx 0000 & 0000 Xxxxx Xxxx
58 The Shops at Xxxxxx Center 000 Xxxx Xxxx Xxxx
35 Thunderbird Paseo Apartments 0000 Xxxx Xxxxx Xxxxxx
31 Trop Decatur Plaza 0000 Xxxx Xxxxxxxxx Xxxxxx
47 Twin Oaks I 5700 Lake Xxxxxx Drive
122 U-Haul Beaverton 14225 Southwest TV Xxxxxxx
000 X-Xxxx Xxxxxx South Willow 000 X Xxxxxx Xx
000 X-Xxxx XX Research 0000 Xxxxxx Xxxx
136 U-Haul Downtown 0000 Xxxxxx Xxxxxx
138 U-Haul Franklin 0000 Xxxxxxxx Xxxxxxxxx
134 U-Haul Hollywood 0000 Xxxxxxxxx Xxxxxx
78 U-Haul Hyattsville 0000 Xxxxxxx Xx
000 X-Xxxx XXX 00000 XXX Xxxxxxx
00 X-Xxxx Xxxxxxxx 000 X. Xxxxxxxx
20 University Green Apartments 000 Xxxxx Xxxxxxx Xxxx
29 Virginia Gateway Center 7453 and 0000 Xxxxxx Xxxx Xxxx
49 Volkswagen Office Building 0000 Xxxxxxxx Xxxxxxxxx
000 Xxxxxxxxxx & Xx Brea Retail 0000 Xxxxx Xx Xxxx Xxxxxx
28 Westgate Shopping Center 0000-0000 Xxxxxxx Xxxxxx
00 Xxxxxxxx Xxxxx 0000 Xxxxxxxx Xxxxx
Cut-Off Original Remaining
Date Monthly Term to Term to
Loan P&I Maturity Maturity
Control Zip Balance Payments Mortgage or ARD or ARD
Number City State Code ($) ($) (1) Rate (%) (Mos.) (Mos.)
------------------------------------------------------------------------------------------------------------------------------------
148 Xxxxxx XX 00000 1,000,000 7,050 8.460% 000 000
00 Xxxxxx XX 00000 18,000,000 129,150 8.610% 120 118
126 Xxxxxx XX 00000 1,800,000 12,660 8.440% 120 117
51 Xxxxxx XX 00000 7,500,000 52,750 8.440% 120 117
140 Xxxxxx XX 00000 1,300,000 9,143 8.440% 120 117
161 Xxxxxx XX 00000 548,610 4,327 8.750% 120 114
118 Xxx Xxxxxxx XX 00000 1,910,626 14,705 8.500% 120 118
139 Xxx Xxxx XX 00000 1,347,483 9,898 8.000% 120 118
151 Xxxxxxxxx XX 00000 852,063 6,940 9.125% 000 000
00 Xxxxxxxxx XX 00000 6,992,192 51,510 8.030% 120 118
71 Xxxxxxxxx XX 00000 4,750,000 34,522 8.440% 120 117
153 Xxxxxx XX 00000 800,000 5,627 8.440% 120 117
159 Xxxxxxxxxx XX 00000 598,802 4,933 8.875% 120 117
132 Xxxxx XX 00000 1,500,000 10,575 8.460% 120 118
108 Xxxxxxxxx XX 00000 2,316,073 18,751 9.060% 120 118
109 Xx. Xxxxx XX 00000 2,297,372 16,780 7.940% 120 118
61 Xxxxxx XX 00000 6,000,000 42,300 8.460% 120 117
158 Xxx Xxxxxxx XX 00000 612,552 5,056 8.750% 120 115
113 Xxx Xxxxx XX 00000 2,088,497 16,294 8.630% 000 000
00 Xxxxxxx XX 00000 8,500,000 66,465 8.510% 000 000
000 Xxx Xxxx XX 00000 1,259,534 9,688 8.500% 000 000
0 Xxxxxxx XX 00000 29,000,000 218,683 8.290% 000 000
00 Xxxxxxx XX 00000 5,692,252 43,788 8.490% 120 117
145 Xxxxxxxx XX 00000 1,048,689 8,440 9.000% 000 000
000 Xxxxxxxx XX 00000 2,525,000 19,487 8.540% 120 116
160 Xxx Xxxxxxx XX 00000 593,318 4,779 9.000% 000 000
00 Xxxxxxx XX 00000 5,920,000 46,996 8.850% 120 116
129 Xxx Xxxxxxx XX 00000 1,638,310 12,402 8.320% 000 000
00 Xxx Xxxxx XX 00000 8,000,000 60,101 8.250% 120 117
84 Xxxxxxxxx XX 00000 3,892,464 31,732 9.125% 000 000
000 Xxxxxxxx XX 00000 1,812,147 14,318 8.780% 120 116
135 Xxxxxxx XX 00000 1,422,634 11,084 8.625% 000 000
00 Xxxxxx XX 00000 5,485,641 42,876 8.650% 000 000
00 Xxxxxxxxxx XX 00000 12,299,012 95,167 8.550% 000 000
00 Xxxxxxx XX 00000 7,596,713 56,297 8.100% 120 119
110 Xxxxxx XX 00000 2,200,000 15,473 8.440% 000 000
00 Xxx Xxxxx XX 00000 3,900,000 29,299 8.250% 120 117
22 Xxxxxxxxx XX 00000 13,000,000 92,950 8.580% 000 000
00 Xxxxxxx XX 00000 4,358,408 33,617 8.530% 120 119
18 Xxxxxxx XX 00000 16,418,573 140,075 9.150% 120 114
37 Xxxxxxx XX 00000 10,000,000 74,425 8.150% 000 000
0 Xxx Xxxxx XX 00000 32,000,000 233,245 7.930% 105 104
149 Xxxxxx XX 00000 997,151 7,601 8.375% 120 114
32 Xxxxxxxxxxx XX 00000 10,616,126 83,022 8.660% 120 115
101 Xxxxxxx XX 00000 2,622,336 19,952 8.375% 000 000
00 Xxx Xxxxxx Xxxxxxxx XX 00000 8,428,418 64,657 8.460% 120 117
119 Xxxxxxxxxx XX 00000 1,900,000 13,363 8.440% 120 117
146 Xxxxxxx XX 00000 1,028,782 8,126 8.760% 000 000
00 Xxxxxxx XX 00000 8,741,082 66,414 8.360% 119 117
143 Xxxxxxxx XX 00000 1,256,301 10,466 8.875% 120 116
152 Ft. Xxxxxx XX 00000 842,946 6,640 8.750% 120 117
117 Xxxx XX 00000 1,922,383 14,788 8.490% 120 117
144 Xxxxxx XX 00000 1,247,165 9,722 8.625% 000 000
00 Xxxxxxxx XX 00000 9,800,000 72,948 8.810% 36 29
000 Xxxxxx Xxxx Xxxxxxxx XX 00000 1,396,621 10,686 8.420% 000 000
00 Xxxxx Xxxx XX 00000 9,493,424 77,910 8.720% 000 000
00 Xxxxxxxx XX 00000 14,916,221 128,701 8.800% 000 000
00 Xxxxxxxxxxxxxxx XX 00000 3,095,334 24,721 8.900% 000 000
00 Xxxxxxx XX 00000 5,496,469 46,156 9.000% 000 000
00 Xxxxxxx XX 00000 4,996,790 41,960 9.000% 120 119
63 Xxxxxx XX 00000 5,696,341 47,834 9.000% 000 000
00 Xxxxxxxxx XX 00000 2,998,074 25,176 9.000% 000 000
000 Xxxxx XX 00000 2,498,395 20,980 9.000% 000 000
000 Xxxxxxx XX 00000 2,498,395 20,980 9.000% 000 000
000 Xxxxxxx XX 00000 2,439,076 19,454 8.875% 000 000
00 Xxxxxxxxx XX 00000 12,546,803 94,359 8.250% 144 142
91 Xxxxxxxx XX 00000 3,423,595 25,707 8.240% 000 000
000 Xxx Xxxxx XX 00000 1,948,116 15,063 8.550% 120 118
157 Xxxxxxx XX 00000 693,068 5,655 9.125% 120 113
150 Xxxxxxx XX 00000 864,425 7,185 8.875% 000 000
000 Xxxxxxx XX 00000 1,449,493 11,175 8.510% 000 000
000 Xxxxxxx XX 00000 1,897,114 15,117 8.875% 000 000
000 Xxx Xxxxx XX 00000 1,600,000 12,201 8.410% 000 000
00 Xxxxxxxxx XX 00000 2,694,474 21,628 8.950% 120 115
128 Xxxxxx XX 00000 1,700,000 13,023 8.460% 120 118
107 Xxxxxxx XX 00000 2,385,029 19,059 8.900% 120 115
155 Xxxxxx XX 00000 727,500 5,985 8.750% 120 119
154 Xxxxxxxxxx XX 00000 748,260 6,166 8.750% 000 000
00 Xxxxxxxx XX 00000 2,693,580 20,703 8.470% 000 000
00 Xxxxxxxxxx XX 00000 9,989,921 76,184 8.400% 000 000
00 Xxxxxxxxxxx XX 00000 8,500,000 63,858 8.250% 000 000
00 Xxx Xxxxx XX 00000 6,900,000 50,313 8.750% 00 00
00 Xxx Xxxxx XX 00000 20,478,461 154,010 8.250% 120 118
59 Xxxxxxxxxxxx XX 00000 6,500,000 48,832 8.250% 000 000
00 Xxxxxxx XX 00000 2,891,874 21,546 8.150% 120 118
121 Greece XX 00000 1,894,999 14,778 8.625% 000 000
00 Xxxxxxxxx XX 00000 3,798,295 27,883 8.000% 120 119
100 Xxxx XX 00000 2,644,219 20,848 8.750% 120 115
54 Xxxxxxxx Xxxxxxx XX 00000 7,317,720 56,064 8.450% 000 000
00 Xxxxxx XX 00000 4,741,060 35,685 8.250% 120 116
89 Town of Xxxxxxxxx XX 00000 3,590,138 27,681 8.500% 120 114
27 Xxxxxxxxxxxx Xxxxx XX 00000 11,700,000 87,898 8.250% 120 117
123 Xxxxxx XX 00000 1,850,000 13,012 8.440% 000 000
00 Xxxxxx XX 00000 12,000,000 91,505 8.410% 60 59
69 Xxxxxxxxxxxxxxx XX 00000 4,992,953 38,004 8.375% 000 000
000 Xxxxxxxx XX 00000 1,982,435 17,356 8.500% 000 000
0 Xxxxxx Xxxx XX 00000 42,390,617 332,613 8.690% 000 000
00 Xxxxxxx XX 00000 10,600,000 79,634 8.250% 000 000
0 Xxxxxx XX 00000 31,000,000 235,964 8.210% 000 000
00 Xxxxxxx XX 00000 7,500,000 57,828 8.530% 000 000
00 Xxxxxxx XX 00000 4,294,155 33,033 8.490% 120 117
147 Xxxxxxx XX 00000 1,019,603 7,753 8.375% 000 000
00 Xxxxxxxx XX 00000 3,495,182 26,788 8.450% 120 117
73 Ft. Xxxxx XX 00000 4,668,421 35,550 8.380% 000 000
0 Xxxxxxxx XX 00000 42,889,270 321,534 8.200% 120 115
115 Xxxxxx XX 00000 1,974,255 15,116 8.450% 000 000
00 Xxx Xxxxxxxxx XX 00000 9,789,788 73,831 8.280% 000 000
00 Xxxxxxx XX 00000 4,088,945 31,671 8.550% 000 000
00 Xxx Xxxxx XX 00000 10,779,936 81,441 8.290% 000 000
00 Xxxxxxx XX 00000 4,944,756 37,083 8.220% 000 000
00 Xxxxxxxx XX 00000 6,582,769 51,452 8.650% 120 114
124 Xxxxxxx XX 00000 1,850,000 13,012 8.440% 000 000
00 Xxxxxx XX 00000 4,238,183 31,482 8.125% 000 000
00 Xxxxxxxx XX 00000 13,824,000 100,762 7.930% 000 000
00 Xxxxxxx XX 00000 9,259,145 65,730 7.000% 000 000
00 Xxxxxxx XX 00000 6,391,301 49,165 8.490% 000 000
00 Xxxxxx XX 00000 4,500,000 31,650 8.440% 000 000
00 Xxxxxxxx XX 00000 17,600,000 116,453 7.940% 120 116
162 Xxx Xxxxx XX 00000 513,263 3,960 8.500% 120 113
9 Xxxxxxxxxx XX 00000 24,657,201 189,922 8.500% 120 116
3 Xxxxx Xxxxxxx XX 00000 36,200,000 268,151 8.100% 120 114
127 Xxxxxxxxx XX 00000 1,761,018 14,661 8.875% 000 000
00 Xxxxxxx XX 00000 21,464,492 167,454 8.640% 120 116
10 Xxxxxxx Xxxxxx XX 00000 22,968,037 175,548 8.420% 000 000
00 Xxxxxxxxxx XX 00000 6,568,253 51,710 8.730% 120 114
35 Xxxxxxxx XX 00000 10,372,000 76,106 8.000% 120 118
31 XxxXxxxx XX 00000 10,687,937 78,438 7.990% 120 118
47 Xxxxxxx XX 00000 8,080,000 62,128 8.500% 120 117
122 Xxxxxxxxx XX 00000 1,859,562 15,463 8.820% 120 113
112 Xxxxxxxxxx XX 00000 2,159,877 17,960 8.820% 120 113
141 Xxxxxx XX 00000 1,274,844 10,601 8.820% 000 000
000 Xxxxxx Xxxx XX 00000 1,400,141 11,643 8.820% 120 113
138 Xxxxxx XX 00000 1,391,191 11,568 8.820% 120 113
134 Xxxxxxxxxx XX 00000 1,424,007 11,841 8.820% 000 000
00 Xxxxxxxxxxx XX 00000 4,326,714 35,979 8.820% 120 113
111 Xxxxxxx XX 00000 2,196,670 18,266 8.820% 000 000
00 Xxxxxxxx XX 00000 2,958,395 24,600 8.820% 000 000
00 Xxxx XX 00000 14,428,000 105,868 8.000% 000 000
00 Xxxxxxxxxxx XX 00000 11,000,000 86,243 8.540% 120 117
49 Xxxxxxxxxxxx XX 00000 7,650,000 58,335 8.410% 120 118
156 Xxx Xxxxxxx XX 00000 726,166 5,850 9.000% 000 000
00 Xxx Xxxxx XX 00000 11,595,206 86,902 8.220% 000 000
00 Xxxxx XX 00000 4,500,000 33,807 8.250% 120 117
(i) (vi) (vii) (viii) (viii) (ix) (x) (xi) (xii)
Remaining
Amort Term Original Remaining Master
Maturity for all Amort Amort Servicing
Control Date balloon Term Term Ground Fee ARD Loan
Number or ARD loans (Mos.) (Mos.) Lease Rate Loans Originator
-----------------------------------------------------------------------------------------------------------------------
148 08/01/10 XX XX XX 0.0000% X XXXX
00 00/00/00 XX XX XX 0.0500% N FUNB
126 08/01/10 NA NA NA 0.0500% N FUNB
51 08/01/10 NA NA NA 0.0500% N FUNB
140 08/01/10 NA NA NA 0.0500% N FUNB
161 05/01/10 360 354 NA 0.0500% N FUNB
118 09/01/10 360 358 NA 0.0500% N FUNB
139 09/01/10 360 358 NA 0.0500% N FUNB
151 08/01/10 360 357 NA 0.0500% N FUNB
55 09/01/10 360 358 NA 0.0500% N FUNB
71 08/01/10 NA NA NA 0.0500% N FUNB
153 08/01/10 NA NA NA 0.0500% N FUNB
159 08/01/10 312 309 NA 0.0500% N FUNB
132 09/01/10 NA NA NA 0.0500% N FUNB
108 09/01/10 360 358 NA 0.0500% N FUNB
109 09/01/10 360 358 NA 0.0500% N FUNB
61 08/01/10 NA NA NA 0.0500% N FUNB
158 06/01/10 300 295 NA 0.0500% N FUNB
113 05/01/10 360 354 NA 0.0500% N FUNB
44 08/01/10 336 336 NA 0.0500% N FUNB
142 10/01/10 360 359 NA 0.0500% N FUNB
7 08/01/10 360 360 NA 0.0500% N FUNB
65 08/01/10 360 357 NA 0.0500% N FUNB
145 10/01/10 360 359 NA 0.0650% N FUNB
103 07/01/10 360 360 NA 0.0500% N FUNB
160 08/01/10 360 357 NA 0.0500% N FUNB
62 07/01/10 360 360 NA 0.0500% N FUNB
129 09/01/10 360 358 NA 0.0500% Y FUNB
48 08/01/10 360 360 NA 0.0500% N FUNB
84 06/01/10 360 355 NA 0.0500% N FUNB
125 07/01/10 360 356 NA 0.0500% N FUNB
135 07/01/10 360 356 NA 0.0500% N FUNB
67 05/01/10 360 354 NA 0.0850% N FUNB
24 07/01/10 360 356 NA 0.0500% N FUNB
50 10/01/10 360 359 NA 0.0500% N FUNB
110 08/01/10 NA NA NA 0.0500% N FUNB
82 08/01/10 360 360 NA 0.0500% N FUNB
22 09/01/10 NA NA NA 0.0500% N FUNB
77 10/01/10 360 359 NA 0.1050% N FUNB
18 05/01/10 300 294 Yes 0.0500% N FUNB
37 09/01/10 360 360 NA 0.0500% N FUNB
5 07/01/09 360 360 NA 0.0500% N FUNB
149 05/01/10 360 354 NA 0.0500% N FUNB
32 06/01/10 360 355 NA 0.0500% N FUNB
101 09/01/10 360 358 NA 0.0500% N FUNB
46 08/01/10 360 357 NA 0.0500% N FUNB
119 08/01/10 NA NA NA 0.0500% N FUNB
146 04/01/10 360 353 NA 0.0500% N FUNB
43 08/01/10 360 358 NA 0.0500% N FUNB
143 07/01/10 300 296 NA 0.0500% N FUNB
152 08/01/10 360 357 NA 0.0500% N FUNB
117 08/01/10 360 357 NA 0.0500% N FUNB
144 06/01/10 360 355 NA 0.0500% N FUNB
39 04/01/03 NA NA NA 0.0500% N FUNB
137 06/01/10 360 355 NA 0.0500% N FUNB
41 10/01/10 300 299 NA 0.0500% N FUNB
19 06/01/10 264 259 NA 0.0500% N FUNB
93 07/01/10 360 356 NA 0.0500% N FUNB
66 10/01/10 300 299 NA 0.0650% N FUNB
68 10/01/10 300 299 NA 0.0500% N FUNB
63 10/01/10 300 299 NA 0.0500% N FUNB
94 10/01/10 300 299 NA 0.0500% N FUNB
104 10/01/10 300 299 NA 0.0500% N FUNB
105 10/01/10 300 299 NA 0.0500% N FUNB
106 05/01/10 360 354 NA 0.0500% N FUNB
23 09/01/12 360 358 NA 0.0500% N FUNB
91 10/01/10 360 359 NA 0.0500% N FUNB
116 09/01/10 360 358 NA 0.0500% N FUNB
157 04/01/10 360 353 NA 0.0500% N FUNB
150 10/01/10 300 299 NA 0.0500% N FUNB
133 07/01/10 360 356 NA 0.0500% N FUNB
120 07/01/10 360 356 NA 0.0500% N FUNB
131 11/01/10 360 360 NA 0.0500% N FUNB
98 06/01/10 360 355 NA 0.0500% N FUNB
128 09/01/10 NA NA NA 0.0500% N FUNB
107 06/01/10 360 355 NA 0.0500% N FUNB
155 10/01/10 300 299 NA 0.0500% N FUNB
154 08/01/10 300 297 NA 0.0500% N FUNB
99 06/01/10 360 355 NA 0.0500% N FUNB
38 09/01/10 360 358 NA 0.0500% N FUNB
45 08/01/10 360 360 NA 0.0500% N FUNB
56 04/01/04 NA NA NA 0.0500% Y FUNB
14 09/01/10 360 358 NA 0.0500% N FUNB
59 08/01/10 360 360 NA 0.0500% N FUNB
96 09/01/10 360 358 NA 0.0500% Y FUNB
121 05/01/10 360 354 NA 0.0500% N FUNB
85 10/01/10 360 359 Yes 0.0500% N FUNB
100 06/01/10 360 355 NA 0.0500% N FUNB
54 09/01/10 360 358 NA 0.0500% Y FUNB
72 07/01/10 360 356 NA 0.0500% N FUNB
89 05/01/10 360 354 NA 0.0500% N FUNB
27 08/01/10 360 360 NA 0.0500% N FUNB
123 08/01/10 NA NA NA 0.0500% N FUNB
25 10/01/05 360 360 NA 0.0500% N FUNB
69 08/01/10 360 357 NA 0.0500% N FUNB
114 05/01/10 240 234 NA 0.0500% N FUNB
2 05/01/10 358 352 NA 0.0500% Y FUNB
33 08/01/10 360 360 NA 0.0500% N FUNB
6 09/01/10 336 336 NA 0.0500% N FUNB
52 08/01/10 360 360 NA 0.0500% N FUNB
79 08/01/10 360 357 NA 0.0500% N FUNB
147 10/01/10 360 359 NA 0.0500% N FUNB
90 08/01/10 360 357 NA 0.0500% Y FUNB
73 08/01/10 360 357 NA 0.0500% N FUNB
1 06/01/10 360 355 NA 0.0500% Y FUNB
115 10/01/10 360 359 NA 0.0500% N FUNB
40 09/01/10 360 358 NA 0.0500% N FUNB
81 05/01/10 360 354 NA 0.0500% N FUNB
30 07/01/10 360 356 NA 0.0500% N FUNB
70 09/01/10 360 358 NA 0.0500% N FUNB
57 05/01/10 360 354 NA 0.0500% N FUNB
124 08/01/10 NA NA NA 0.0500% N FUNB
80 10/01/10 360 359 NA 0.0500% N FUNB
21 10/01/10 360 360 NA 0.0500% N FUNB
42 07/01/10 300 296 NA 0.0500% N FUNB
60 08/01/10 360 357 NA 0.0500% N FUNB
75 08/01/10 NA NA NA 0.0500% N FUNB
16 07/01/10 NA NA NA 0.0500% N FUNB
162 04/01/10 360 353 NA 0.0500% N FUNB
9 07/01/10 360 356 NA 0.0500% N FUNB
3 05/01/10 360 360 NA 0.0500% N FUNB
127 08/01/10 300 297 NA 0.0500% N FUNB
12 07/01/10 360 356 NA 0.0500% N FUNB
10 08/01/10 360 357 NA 0.0500% N FUNB
58 05/01/10 360 354 NA 0.0500% N FUNB
35 09/01/10 360 360 NA 0.0500% N FUNB
31 09/01/10 360 358 NA 0.0500% N FUNB
47 08/01/10 360 360 NA 0.0500% N FUNB
122 04/01/10 300 293 Yes 0.0500% N FUNB
112 04/01/10 300 293 Yes 0.0500% N FUNB
141 04/01/10 300 293 Yes 0.0500% N FUNB
136 04/01/10 300 293 Yes 0.0500% N FUNB
138 04/01/10 300 293 Yes 0.0500% N FUNB
134 04/01/10 300 293 Yes 0.0500% N FUNB
78 04/01/10 300 293 Yes 0.0500% N FUNB
111 04/01/10 300 293 Yes 0.0500% N FUNB
95 04/01/10 300 293 Yes 0.0500% N FUNB
20 09/01/10 360 360 NA 0.0500% N FUNB
29 08/01/10 336 336 NA 0.0500% N FUNB
49 09/01/10 360 360 NA 0.0500% N FUNB
156 08/01/10 360 357 NA 0.0500% N FUNB
28 10/01/10 360 359 NA 0.0500% N FUNB
76 08/01/10 360 360 NA 0.0500% N FUNB
(i) (xiii) (xiv) (xv) (xvi) (xvii) (xvii)
Collateralized Is the
and Cross loan a Letter Interest
Control Defaulted defeasance of Reserve Reserve
Number Loan Flag loan? Credit Loan Lockbox Funds
-------------------------------------------------------------------------------------------------------------
148 NA Yes NA Yes 0.00
15 NA Yes NA Yes 0.00
126 NA Yes NA Yes 0.00
51 NA Yes NA Yes 0.00
140 NA Yes NA Yes 0.00
161 NA Yes NA Yes 19,756.06
118 NA Yes NA Yes 0.00
139 NA Yes NA Yes 20,151.42
151 NA No NA Yes 2,454.74
55 NA Yes NA Yes 182,471.11
71 NA Yes NA Yes 0.00
153 NA Yes NA Yes 0.00
159 NA No NA Yes 6,235.33
132 NA Yes NA Yes 0.00
108 NA Yes NA Yes 11,654.99
109 NA Yes NA Yes 40,179.73
61 NA Yes NA Yes 0.00
158 NA Yes NA Yes 16,600.80
113 NA Yes NA Yes 0.00
44 NA Yes NA Yes 516,701.75
142 NA Yes NA Yes 32,294.45
7 NA Yes NA Yes 144,271.61
65 NA No NA Yes 362,368.51
145 NA Yes NA Yes 43,183.48
103 NA Yes NA Yes 39,979.10
160 NA Yes NA Yes 9,114.36
62 NA Yes NA Yes 26,676.86
129 NA Yes NA Yes Yes 44,214.49
48 HCPI Yes NA Yes 0.00
84 NA Yes NA Yes 68,022.13
125 NA Yes NA Yes 1,911.40
135 NA Yes NA Yes 14,579.89
67 NA Yes NA Yes 60,652.45
24 NA Yes NA Yes 419,894.00
50 NA No NA Yes 189,402.03
110 NA Yes NA Yes 0.00
82 HCPI Yes NA Yes 20,000.00
22 NA Yes NA Yes 0.00
77 NA Yes NA Yes 0.00
18 NA Yes NA Yes 1,262,353.06
37 NA Yes NA Yes 1,638,949.84
5 NA Yes NA Yes Yes 733,300.73
149 NA Yes NA Yes 11,723.05
32 NA Yes NA Yes 0.00
101 NA Yes NA Yes 13,082.53
46 NA Yes NA Yes 70,869.70
119 NA Yes NA Yes 0.00
146 NA Yes NA Yes 8,927.64
43 NA Yes NA Yes 24,855.80
143 NA Yes NA Yes 35,579.06
152 NA Yes NA Yes 23,920.10
117 NA Yes NA Yes 21,772.47
144 NA Yes NA Yes 22,348.75
39 NA No NA No Yes 82,893.64
137 NA Yes NA Yes 62,056.14
41 NA Yes NA Yes 124,672.84
19 NA Yes NA Yes 378,606.46
93 NA Yes NA Yes 13,658.09
66 Homewood Yes NA Yes 0.00
68 Homewood Yes NA Yes 0.00
63 Homewood Yes NA Yes 0.00
94 Homewood Yes NA Yes 0.00
104 Homewood Yes NA Yes 0.00
105 Homewood Yes NA Yes 0.00
106 NA Yes NA Yes 51,816.18
23 NA Yes NA Yes 47,126.55
91 NA Yes NA Yes 0.00
116 NA Yes NA Yes 61,761.41
157 NA Yes NA Yes 54,542.53
150 NA Yes NA Yes 11,533.10
133 NA Yes NA Yes 7,256.53
120 NA Yes NA Yes 43,776.79
131 NA Yes NA Yes 2,588.15
98 NA Yes NA Yes 14,605.37
128 NA Yes NA Yes 0.00
107 NA Yes NA Yes 20,832.58
155 NA Yes NA Yes 8,751.32
154 NA Yes NA Yes 201,924.16
99 NA Yes NA Yes Yes 62,658.58
38 NA Yes NA Yes 0.00
45 HCPI Yes NA Yes 0.00
56 NA No NA Yes 475,320.51
14 NA Yes NA Yes 0.00
59 HCPI Yes NA Yes 0.00
96 NA Yes NA Yes Yes 0.00
121 NA Yes NA Yes 17,679.76
85 NA Yes NA Yes 120,384.09
100 NA Yes NA Yes 48,921.15
54 NA Yes NA Yes 15,058.22
72 NA Yes NA Yes 7,751.99
89 NA Yes NA Yes 137,448.16
27 NA Yes NA Yes 201,810.81
123 NA Yes NA Yes 0.00
25 NA No NA Yes 367,170.59
69 NA Yes NA Yes 44,469.25
114 NA Yes NA Yes 3,207.95
2 NA Yes NA Yes Yes 704,975.37
33 HCPI Yes NA Yes 18,000.00
6 NA Yes NA Yes 678,449.80
52 NA Yes NA Yes 93,364.39
79 NA No NA Yes 267,051.96
147 NA Yes NA Yes 951.43
90 NA Yes NA Yes 34,473.78
73 NA No NA Yes 168,660.85
1 NA Yes NA Yes Yes 340,972.86
115 NA Yes NA Yes 42,497.07
40 NA Yes NA Yes Yes 75,155.47
81 NA Yes NA Yes 51,878.74
30 NA Yes NA Yes 39,504.97
70 NA No NA Yes 213,201.15
57 NA Yes NA Yes 34,295.03
124 NA Yes NA Yes 0.00
80 NA Yes NA Yes -1,143.41
21 NA Yes NA Yes 186,534.13
42 NA Yes NA Yes 114,317.40
60 NA No NA Yes 306,159.42
75 NA Yes NA Yes 0.00
16 NA Yes NA Yes 0.00
162 NA Yes NA Yes 18,970.57
9 NA Yes NA Yes 320,962.62
3 NA Yes NA Yes 168,638.02
127 NA Yes NA Yes 285,128.48
12 NA Yes NA Yes Yes 608,499.23
10 NA Yes NA Yes 4,041,700.04
58 NA Yes NA Yes 124,468.66
35 NA Yes NA Yes Yes 75,203.75
31 NA Yes NA Yes 1,886,958.27
47 NA Yes NA Yes 34,409.78
122 U-Haul Pool I Yes NA Yes 0.00
112 U-Haul Pool I Yes NA Yes 0.00
141 U-Haul Pool I Yes NA Yes 0.00
136 U-Haul Pool II Yes NA Yes 0.00
138 U-Haul Pool II Yes NA Yes 0.00
134 U-Haul Pool II Yes NA Yes 0.00
78 U-Haul Pool I Yes NA Yes 0.00
111 U-Haul Pool II Yes NA Yes 0.00
95 U-Haul Pool II Yes NA Yes 0.00
20 NA Yes NA Yes Yes 87,646.51
29 NA Yes NA Yes 84,842.36
49 NA Yes NA Yes 0.00
156 NA Yes NA Yes 11,898.42
28 NA Yes NA Yes 531,124.86
76 HCPI Yes NA Yes 0.00
13
EXHIBIT A-2
Xxxxxxx Mortgage Loan Schedule
Xxxxxxx 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 "Xxxxxxx Seller".
EXHIBIT A-2
(i) (ii) (ii) (ii) (ii) (ii)
Control Zip
Number Property Name Address City State Code
--------------------------------------------------------------------------------------------------------------------------
92 0000-0000 Xxxx Xxxxxx 0000-0000 X. Xxxx Xxxxxx Xxxxxx XX 00000
87 215 Worchester 000-000 Xxxxxxxxxx Xxxx Xxxxxxxxxx XX 00000
00 Xxxxxxxxx Xxxxxx 0000 Xxxxx 00xx Xxxxxx Xxxxx XX 00000
8 FelCor- Embassy Suites- Orlando 0000 Xxxxxxxxxxxxx Xxxxx Xxxxxxx XX 00000
13 FelCor- Embassy Suites- Piscataway 000 Xxxxxxxxxx Xxxxxx Xxxxxxxxxx XX 00000
53 Four Corners Shopping Center 00000 XX 0000 Xxxx Xxxxxxx XX 00000
86 XXX-00000 Xxxxx Xxxx 31200 & 00000 Xxxxx Xxxx Xxxxx XX 00000
00 Xxxxxxxx Xxxxxx Xxxxx 00 Xxxxxxxx Xxxx Xxxxxxxx XX 00000
00 XX-Xxxxxxx Xxx Xxxx 000 Xxxxxx Xxxx Xxxx Xxxxxxxx XX 00000
130 Xxxxxxx Xxxxx Building 0000 Xxxxxxxxxx Xxxxx Xx. Xxxxx XX 00000
17 North Andover Xxxxx Xxx Xxxx Xxxxxx Xxxxx Xxxxxxx XX 00000
00 Xxxxxxxxx Xxxxxxx Xxxx Building 0000 Xxxxxxxx Xxxxx Xxxxxxx XX 00000
102 Norwest Bank Building 0000 Xxxx 00xx Xxxxxx Xxxxxx XX 00000
00 Xxxxxxx Xxxxxxx Xxxx I 0000 Xxxxxxx Xxxx Xxxxx Xxxxxxxxx XX 00000
4 Xxxxxxxxx Automation Facility Xxx Xxxx Xxxxxx Xxxxx Xxxxxxx XX 00000
36 The Capital Shopping Center 000 Xxxxxxx Xxxxxx Xxxxxxx XX 00000
11 Thomson Consumer Electronics Xxxxxx 00000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxxx XX 00000
83 Vintage Faire North 0000 Xxxx Xxxx Xxxxxxx XX 00000
00 Xxxxxxxxx Xxxxx 0000-0000 Xx Xxxxxx Xxxx Xxxxxxxx XX 00000
(i) (iii) (iv) (v) (vi) (vi) (vi) (vii) (viii)
Remaining
Cut-Off Original Remaining Amort
Date Monthly Term to Term to Term Original
Loan P&I Maturity Maturity Maturity for all Amort
Control Balance Payments Mortgage or ARD or ARD Date or balloon Term
Number ($) ($) (1) Rate (%) (Mos.) (Mos.) ARD loans (Mos.)
--------------------------------------------------------------------------------------------------------------------------------
92 3,296,766 25,374 8.500% 120 118 09/01/10 360
87 3,596,472 27,681 8.500% 120 118 09/01/10 360
88 3,593,592 27,477 8.420% 120 116 07/01/10 360
8 25,459,300 207,988 8.615% 120 114 05/05/10 300
13 20,627,775 168,517 8.615% 120 114 05/05/10 300
53 7,354,824 56,907 8.380% 120 110 01/01/10 360
86 3,648,651 28,065 8.500% 120 119 10/01/10 360
34 10,490,000 81,481 8.600% 120 118 09/01/10 360
26 11,995,435 91,675 8.430% 60 59 10/01/05 360
130 1,627,791 12,533 8.500% 120 117 08/01/10 360
17 16,472,465 128,159 8.610% 60 56 07/01/05 360
74 4,541,847 34,664 8.400% 120 116 07/01/10 360
102 2,526,978 19,911 8.750% 120 116 07/01/10 360
97 2,696,177 20,493 8.360% 120 117 08/01/10 360
4 33,930,352 262,351 8.410% 120 116 07/01/10 360
36 10,022,779 77,412 8.530% 120 116 07/01/10 360
11 22,654,253 175,419 8.540% 144 137 04/01/12 360
83 3,898,483 29,643 8.375% 120 119 10/01/10 360
64 5,693,761 42,223 8.100% 120 118 09/01/10 360
(i) (viii) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi) (xvii) (xvii)
Collater-
Remaining alized Is the
Amort Master and Cross loan a Letter Interest
Control Term Ground Servicing ARD Loan Defaulted defeasance of Reserve Reserve
Number (Mos.) Lease Fee Rate Loans Originator Loan Flag loan? Credit Loan Lockbox Funds
------------------------------------------------------------------------------------------------------------------------------------
92 358 NA 0.0500% N ML NA Yes NA Yes Yes 109,349.29
87 358 NA 0.0500% N ML NA Yes NA Yes Yes 3,304.15
88 356 NA 0.0500% N ML NA Yes NA Yes 303,051.80
8 294 Yes 0.0550% N ML NA Yes NA Yes 288,456.00
13 294 Yes 0.0550% N ML NA Yes NA Yes 336,828.00
53 350 NA 0.0500% N ML NA Yes NA Yes 182,809.17
86 359 NA 0.0500% N ML NA Yes NA Yes 100,991.95
34 358 NA 0.0500% N ML NA No NA Yes 1,601,886.20
26 359 NA 0.0500% Y ML NA No NA Yes Yes 359,615.91
130 357 NA 0.0500% N ML NA Yes NA Yes 104,178.15
17 356 NA 0.0500% N ML NA Yes NA Yes 1,090,214.36
74 356 NA 0.0500% N ML NA No NA Yes 86,338.51
102 356 NA 0.0500% N ML NA Yes NA Yes 158,467.87
97 357 NA 0.0500% N ML NA No NA Yes 51,601.80
4 356 NA 0.0500% Y ML NA Yes NA Yes Yes 0.00
36 356 NA 0.0500% N ML NA Yes NA Yes 126,558.87
11 353 NA 0.0500% Y ML NA Yes NA Yes Yes 0.00
83 359 NA 0.0500% N ML NA Yes NA Yes 65,076.71
64 358 NA 0.0500% N ML NA Yes NA Yes 175,020.20
14
EXHIBIT B
Mortgage Loan Purchase Agreement, dated as of November 1, 2000.
CERTIFICATES:
First Union - Commercial Mortgage Trust Commercial Mortgage Pass-Through
Certificates, FUNB Series 2000-C2
--------------------------------------------------------------------------------
Aggregate
Certificate
Principal
Initial Aggregate Balance of Class
Certificate to be Retained
Class Principal Balance by First Union
Designation of Class National Bank Purchase Price(1)
--------------------------------------------------------------------------------
H $38,570,000 $32,018,000 76.7179%
--------------------------------------------------------------------------------
J $ 8,571,000 $ 8,571,000 71.6264%
--------------------------------------------------------------------------------
K $ 8,572,000 $ 8,572,000 66.0550%
--------------------------------------------------------------------------------
L $15,713,000 $15,713,000 59.4328%
--------------------------------------------------------------------------------
M $ 5,714000 $ 5,714,000 56.1318%
--------------------------------------------------------------------------------
N $ 5,714,000 $ 5,714,000 51.1802%
--------------------------------------------------------------------------------
O $20,000,332 $20,000,332 27.6381%
--------------------------------------------------------------------------------
-----------
(1) Expressed as a percentage of the aggregate Certificate Principal Balance of
the relevant class of Certificates to be retained. There shall be added to the
price for each class of the Certificates accrued interest at the initial
Pass-Through Rate therefor on the aggregate stated amount thereof to be retained
from the Cut-Off Date to but not including the Closing Date.
15
