Exhibit 99.1
EXECUTION VERSION
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement, dated as of June 21, 2005
(this "Agreement"), is entered into between Xxxxxxx Xxxxx Mortgage Lending,
Inc. (the "Seller") and Xxxxxxx Xxxxx Mortgage Investors, Inc. (the
"Purchaser").
The Seller intends to sell and the Purchaser intends to purchase
certain multifamily, commercial and manufactured housing community mortgage
loans (the "Mortgage Loans") identified on the schedule (the "Mortgage Loan
Schedule") annexed hereto as Schedule II. The Purchaser intends to deposit the
Mortgage Loans, along with certain other mortgage loans (the "Other Mortgage
Loans"), into a trust fund (the "Trust Fund"), the beneficial ownership of
which will be evidenced by multiple classes of mortgage pass-through
certificates (the "Certificates"). One or more "real estate mortgage
investment conduit" ("REMIC") elections will be made with respect to most of
the Trust Fund. The Trust Fund will be created and the Certificates will be
issued pursuant to a Pooling and Servicing Agreement, dated as of June 1, 2005
(the "Pooling and Servicing Agreement"), among the Purchaser as depositor,
Midland Loan Services, Inc. as master servicer (in such capacity, the "Master
Servicer") and as special servicer (in such capacity, the "Special Servicer"),
and Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"). Capitalized terms used
but not defined herein (including the schedules attached hereto) have the
respective meanings set forth in the Pooling and Servicing Agreement.
The Purchaser has entered into an Underwriting Agreement, dated as
of June 21, 2005 (the "Underwriting Agreement"), with Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx"), for itself and as
representative of Countrywide Securities Corporation ("Countrywide"), PNC
Capital Markets, Inc. ("PNC") and Wachovia Capital Markets, LLC ("Wachovia";
Xxxxxxx Xxxxx, Countrywide, PNC and Wachovia, collectively, in such capacity,
the "Underwriters"), whereby the Purchaser will sell to the Underwriters all
of the Certificates that are to be registered under the Securities Act of
1933, as amended (such Certificates, the "Publicly-Offered Certificates"). The
Purchaser has also entered into a Certificate Purchase Agreement, dated as of
June 21, 2005 (the "Certificate Purchase Agreement"), with Xxxxxxx Xxxxx, for
itself and as representative of Countrywide (together in such capacity, the
"Initial Purchasers"), whereby the Purchaser will sell to the Initial
Purchasers all of the remaining Certificates (such Certificates, the "Private
Certificates").
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase.
The Seller agrees to sell, and the Purchaser agrees to purchase, the
Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan
Schedule may be amended to reflect the actual Mortgage Loans delivered to the
Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to
have an aggregate principal balance of $979,944,449 (the "Merrill Mortgage
Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close
of business on the Cut-off Date, after giving effect to any payments due on or
before such date, whether or not such payments are received. The Merrill
Mortgage Loan
Balance, together with the aggregate principal balance of the Other Mortgage
Loans as of the Cut-off Date (after giving effect to any payments due on or
before such date, whether or not such payments are received), is expected to
equal an aggregate principal balance (the "Cut-off Date Pool Balance") of
$1,737,992,952 (subject to a variance of plus or minus 5%). The purchase and
sale of the Mortgage Loans shall take place on June 29, 2005 or such other
date as shall be mutually acceptable to the parties to this Agreement (the
"Closing Date"). The consideration (the "Purchase Consideration") for the
Mortgage Loans shall be equal to (i) 102.9496% of the Merrill Mortgage Loan
Balance as of the Cut-off Date, plus (ii) $3,999,190, which amount represents
the amount of interest accrued on the Merrill Mortgage Loan 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.
The Purchase Consideration shall be paid to the Seller or its
designee by wire transfer in immediately available funds on the Closing Date.
The Purchaser hereby directs the Seller to deliver, and the Seller
shall deliver, the Closing Date Deposit (in the amount of $365,172.54) to the
Master Servicer on the Closing Date. The Closing Date Deposit shall be
delivered to the account specified by the Master Servicer by wire transfer of
immediately available funds.
SECTION 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt of the
Purchase Consideration and the satisfaction or waiver of the conditions to
closing set forth in Section 5 of this Agreement (which conditions shall be
deemed to have been satisfied or waived upon the Seller's receipt of the
Purchase Consideration), the Seller does hereby sell, transfer, assign, set
over and otherwise convey to the Purchaser, without recourse (except as set
forth in this Agreement), all the right, title and interest of the Seller in
and to the Mortgage Loans identified on the Mortgage Loan Schedule as of such
date, on a servicing released basis, 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 all of the Seller's right,
title and interest in and to the Closing Date Deposit. The Mortgage Loan
Schedule, as it may be amended, shall conform to the requirements set forth in
this Agreement and the Pooling and Servicing Agreement.
(b) The Purchaser or its assignee shall be entitled to receive all
scheduled payments of principal and interest due after the Cut-off Date, and
all other recoveries of principal and interest collected after the Cut-off
Date (other than in respect of principal and interest on the Mortgage Loans
due on or before the Cut-off Date). All scheduled payments of principal and
interest due on or before the Cut-off Date but collected after the Cut-off
Date, and recoveries of principal and interest collected on or before the
Cut-off Date (only in respect of principal and interest on the Mortgage Loans
due on or before the Cut-off Date and principal prepayments thereon), shall
belong to, and be promptly remitted to, the Seller.
(c) The Seller hereby represents and warrants that it has or will
have, on behalf of the Purchaser, delivered to the Trustee (i) on or before
the Closing Date, the documents and instruments specified below with respect
to each Mortgage Loan that are Specially Designated Mortgage Loan Documents
and (ii) on or before the date that is 30 days after the Closing Date, the
remaining documents and instruments specified below that are not Specially
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Designated Mortgage Loan Documents with respect to each Mortgage Loan (the
documents and instruments specified below and referred to in clauses (i) and
(ii) preceding, collectively, a "Mortgage File"). All Mortgage Files so
delivered will be held by the Trustee in escrow for the benefit of the Seller
at all times prior to the Closing Date. Each Mortgage File shall contain the
following documents:
(i) (A) the original executed Mortgage Note for the subject Mortgage
Loan, including any power of attorney related to the execution thereof
(or a lost note affidavit and indemnity with a copy of such Mortgage Note
attached thereto), together with any and all intervening endorsements
thereon, endorsed on its face or by allonge attached thereto (without
recourse, representation or warranty, express or implied) to the order of
Xxxxx Fargo Bank, N.A., as trustee for the registered holders of Xxxxxxx
Xxxxx Mortgage Trust 2005-MCP1, Commercial Mortgage Pass-Through
Certificates, Series 2005-MCP1, or in blank, and (B) in the case of a
Loan Combination, a copy of the executed Mortgage Note for each related
Non-Trust Loan;
(ii) an original or copy of the Mortgage, together with originals or
copies of any and all intervening assignments thereof, in each case
(unless not yet returned by the applicable recording office) with
evidence of recording indicated thereon or certified by the applicable
recording office;
(iii) an original or copy of any related Assignment of Leases (if
such item is a document separate from the Mortgage), together with
originals or copies of any and all intervening assignments thereof, in
each case (unless not yet returned by the applicable recording office)
with evidence of recording indicated thereon or certified by the
applicable recording office;
(iv) an original executed assignment, in recordable form (except for
completion of the assignee's name (if the assignment is delivered in
blank) and any missing recording information or a certified copy of that
assignment as sent for recording), of (a) the Mortgage, (b) any related
Assignment of Leases (if such item is a document separate from the
Mortgage) and (c) any other recorded document relating to the subject
Mortgage Loan otherwise included in the Mortgage File, in favor of Xxxxx
Fargo Bank, N.A., as trustee for the registered holders of Xxxxxxx Xxxxx
Mortgage Trust 2005-MCP1, Commercial Mortgage Pass-Through Certificates,
Series 2005-MCP1 (or, in the case of a Loan Combination, in favor of
Xxxxx Fargo Bank, N.A., as trustee for the registered holders of Xxxxxxx
Xxxxx Mortgage Trust 2005-MCP1, Commercial Mortgage Pass-Through
Certificates, Series 2005-MCP1, and in its capacity as lead lender on
behalf of the holder of the related Non-Trust Loan(s)), or in blank;
(v) an original assignment of all unrecorded documents relating to
the Mortgage Loan (to the extent not already assigned pursuant to clause
(iv) above) in favor of Xxxxx Fargo Bank, N.A., as trustee for the
registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-MCP1, Commercial
Mortgage Pass-Through Certificates, Series 2005-MCP1 (or, in the case of
a Loan Combination, in favor of Xxxxx Fargo Bank, N.A., as trustee for
the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2005-MCP1,
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Commercial Mortgage Pass-Through Certificates, Series 2005-MCP1, and in
its capacity as lead lender on behalf of the holder of the related
Non-Trust Loan(s)), or in blank;
(vi) originals or copies of any consolidation, assumption,
substitution and modification agreements in those instances where the
terms or provisions of the Mortgage or Mortgage Note have been
consolidated or modified or the subject Mortgage Loan has been assumed;
(vii) the original or a copy of the policy or certificate of
lender's title insurance or, if such policy has not been issued or
located, an original or copy of an irrevocable, binding commitment (which
may be a pro forma policy or a marked version of the policy that has been
executed by an authorized representative of the title company or an
agreement to provide the same pursuant to binding escrow instructions
executed by an authorized representative of the title company) to issue
such title insurance policy;
(viii) any filed copies or other evidence of filing of any prior UCC
Financing Statements in favor of the originator of the subject Mortgage
Loan or in favor of any assignee prior to the Trustee (but only to the
extent the Seller had possession of such UCC Financing Statements prior
to the Closing Date) and, if there is an effective UCC Financing
Statement in favor of the Seller on record with the applicable public
office for UCC Financing Statements, a UCC Financing Statement
assignment, in form suitable for filing in favor of Xxxxx Fargo Bank,
N.A., as trustee for the registered holders of Xxxxxxx Xxxxx Mortgage
Trust 2005-MCP1, Commercial Mortgage Pass-Through Certificates, Series
2005-MCP1, as assignee (or, in the case of a Loan Combination, in favor
of Xxxxx Fargo Bank, N.A., as trustee for the registered holders of
Xxxxxxx Xxxxx Mortgage Trust 2005-MCP1, Commercial Mortgage Pass-Through
Certificates, Series 2005-MCP1, and in its capacity as lead lender on
behalf of the holder of the related Non-Trust Loan(s)), or in blank;
(ix) an original or copy of any Ground Lease, guaranty or ground
lessor estoppel;
(x) any intercreditor agreement relating to permitted debt of the
Mortgagor (including, in the case of a Mortgage Loan that is part of a
Loan Combination, any related Loan Combination Intercreditor Agreement)
and any intercreditor agreement relating to mezzanine debt related to the
Mortgagor;
(xi) an original or a copy of any loan agreement, any escrow or
reserve agreement, any security agreement, any management agreement, any
agreed upon procedures letter, any lockbox or cash management agreements,
any environmental reports or any letter of credit, in each case relating
to the subject Mortgage Loan; and
(xii) with respect to a Mortgage Loan secured by a hospitality
property, a signed copy of any franchise agreement and/or franchisor
comfort letter.
The foregoing Mortgage File delivery requirement shall be subject to
Section 2.01(c) of the Pooling and Servicing Agreement.
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(d) The Seller shall retain an Independent third party (the
"Recording/Filing Agent") that shall, as to each Mortgage Loan, promptly (and
in any event within 90 days following the later of the Closing Date and the
delivery of each Mortgage, Assignment of Leases, recordable document and UCC
Financing Statement to the Trustee) cause to be submitted for recording or
filing, as the case may be, in the appropriate public office for real property
records or UCC Financing Statements, each assignment of Mortgage, assignment
of Assignment of Leases and any other recordable documents relating to each
such Mortgage Loan in favor of the Trustee that is referred to in clause (iv)
of the definition of "Mortgage File" and each UCC Financing Statement
assignment in favor of the Trustee and that is referred to in clause (viii) of
the definition of "Mortgage File." Each such assignment and UCC Financing
Statement assignment shall reflect that the recorded original should be
returned by the public recording office to the Trustee following recording,
and each such assignment and UCC Financing Statement assignment shall reflect
that the file copy thereof should be returned to the Trustee following filing;
provided, that in those instances where the public recording office retains
the original assignment of Mortgage or assignment of Assignment of Leases, the
Recording/Filing Agent shall obtain therefrom a certified copy of the recorded
original. If any such document or instrument is lost or returned unrecorded or
unfiled, as the case may be, because of a defect therein, then the Seller
shall prepare a substitute therefor or cure such defect or cause such to be
done, as the case may be, and the Seller shall deliver such substitute or
corrected document or instrument to the Trustee (or, if the Mortgage Loan is
then no longer subject to the Pooling and Servicing Agreement, to the then
holder of such Mortgage Loan).
The Seller shall bear the out-of-pocket costs and expenses of all
such recording, filing and delivery contemplated in the preceding paragraph,
including, without limitation, any costs and expenses that may be incurred by
the Trustee in connection with any such recording, filing or delivery
performed by the Trustee at the Seller's request and the fees of the
Recording/Filing Agent.
(e) All such other relevant documents and records that (a) relate to
the administration or servicing of the Mortgage Loans, (b) are reasonably
necessary for the ongoing administration and/or servicing of such Mortgage
Loans by the Master Servicer in connection with its duties under the Pooling
and Servicing Agreement, and (c) are in the possession or under the control of
the Seller, together with all unapplied escrow amounts and reserve amounts in
the possession or under the control of the Seller that relate to the Mortgage
Loans, shall be delivered or caused to be delivered by the Seller to the
Master Servicer (or, at the direction of the Master Servicer, to the
appropriate sub-servicer); provided that the Seller shall not be required to
deliver any draft documents, privileged or other communications, credit
underwriting or due diligence analyses, credit committee briefs or memoranda
or other internal approval documents or data or internal worksheets,
memoranda, communications or evaluations.
The Seller agrees to use reasonable efforts to deliver to the Trustee,
for its administrative convenience in reviewing the Mortgage Files, a mortgage
loan checklist for each Mortgage Loan. The foregoing sentence notwithstanding,
the failure of the Seller to deliver a mortgage loan checklist or a complete
mortgage loan checklist shall not give rise to any liability whatsoever on the
part of the Seller to the Purchaser, the Trustee or any other person because
the delivery of the mortgage loan checklist is being provided to the Trustee
solely for its administrative convenience.
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(f) The Seller shall take such actions as are reasonably necessary
to assign or otherwise grant to the Trust Fund the benefit of any letters of
credit in the name of the Seller, which secure any Mortgage Loan.
(g) On or before the Closing Date, the Seller shall provide to the
Master Servicer, the initial data (as of the Cut-off Date or the most recent
earlier date for which such data is available) contemplated by the CMSA Loan
Setup File, the CMSA Loan Periodic Update File, the CMSA Operating Statement
Analysis Report and the CMSA Property File.
SECTION 3. Representations, Warranties and Covenants of Seller.
(a) The Seller hereby represents and warrants to and covenants with
the Purchaser, as of the date hereof, that:
(i) The Seller is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware and the Seller
has taken all necessary corporate action to authorize the execution,
delivery and performance of this Agreement by it, and has the power and
authority to execute, deliver and perform this Agreement and all
transactions contemplated hereby.
(ii) This Agreement has been duly and validly authorized, executed
and delivered by the Seller, all requisite action by the Seller's
directors and officers has been taken in connection therewith, and
(assuming the due authorization, execution and delivery hereof by the
Purchaser) this Agreement constitutes the valid, legal and binding
agreement of the Seller, enforceable against the Seller in accordance
with its terms, except as such enforcement may be limited by (A) laws
relating to bankruptcy, insolvency, fraudulent transfer, reorganization,
receivership or moratorium, (B) other laws relating to or affecting the
rights of creditors generally, or (C) general equity principles
(regardless of whether such enforcement is considered in a proceeding in
equity or at law).
(iii) The execution and delivery of this Agreement by the Seller and
the Seller's performance and compliance with the terms of this Agreement
will not (A) violate the Seller's certificate of incorporation or bylaws,
(B) violate any law or regulation or any administrative decree or order
to which it is subject or (C) constitute a default (or an event which,
with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material contract, agreement or other
instrument to which the Seller is a party or by which the Seller is
bound, which default might have consequences that would, in the Seller's
reasonable and good faith judgment, materially and adversely affect the
condition (financial or other) or operations of the Seller or its
properties or materially and adversely affect its performance hereunder.
(iv) The Seller is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal,
state, municipal or other governmental agency or body, which default
might have consequences that would, in the Seller's reasonable and good
faith judgment, materially and adversely affect the condition
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(financial or other) or operations of the Seller or its properties or
materially and adversely affect its performance hereunder.
(v) The Seller is not a party to or bound by any agreement or
instrument or subject to any certificate of incorporation, bylaws or any
other corporate restriction or any judgment, order, writ, injunction,
decree, law or regulation that would, in the Seller's reasonable and good
faith judgment, materially and adversely affect the ability of the Seller
to perform its obligations under this Agreement or that requires the
consent of any third person to the execution of this Agreement or the
performance by the Seller of its obligations under this Agreement (except
to the extent such consent has been obtained).
(vi) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Seller of or compliance by the Seller with this
Agreement or the consummation of the transactions contemplated by this
Agreement except as have previously been obtained, and no bulk sale law
applies to such transactions.
(vii) None of the sale of the Mortgage Loans by the Seller, the
transfer of the Mortgage Loans to the Trustee, and the execution,
delivery or performance of this Agreement by the Seller, results or will
result in the creation or imposition of any lien on any of the Seller's
assets or property that would have a material adverse effect upon the
Seller's ability to perform its duties and obligations under this
Agreement or materially impair the ability of the Purchaser to realize on
the Mortgage Loans.
(viii) There is no action, suit, proceeding or investigation pending
or to the knowledge of the Seller, threatened against the Seller in any
court or by or before any other governmental agency or instrumentality
which would, in the Seller's good faith and reasonable judgment, prohibit
its entering into this Agreement or materially and adversely affect the
validity of this Agreement or the performance by the Seller of its
obligations under this Agreement.
(ix) Under generally accepted accounting principles ("GAAP") and for
federal income tax purposes, the Seller will report the transfer of the
Mortgage Loans to the Purchaser as a sale of the Mortgage Loans to the
Purchaser in exchange for consideration consisting of a cash amount equal
to the Purchase Consideration. The consideration received by the Seller
upon the sale of the Mortgage Loans to the Purchaser will constitute at
least reasonably equivalent value and fair consideration for the Mortgage
Loans. The Seller will be solvent at all relevant times prior to, and
will not be rendered insolvent by, the sale of the Mortgage Loans to the
Purchaser. The Seller is not selling the Mortgage Loans to the Purchaser
with any intent to hinder, delay or defraud any of the creditors of the
Seller.
(b) The Seller hereby makes the representations and warranties
contained in Schedule I hereto for the benefit of the Purchaser and the
Trustee for the benefit of the Certificateholders as of the Closing Date
(unless a different date is specified therein), with respect to (and solely
with respect to) each Mortgage Loan, subject, however, to the exceptions set
forth on Annex A to Schedule I of this Agreement.
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(c) If the Seller discovers or receives written notice of a Document
Defect or a Breach relating to a Mortgage Loan pursuant to Section 2.03(a) of
the Pooling and Servicing Agreement, then the Seller shall, not later than 90
days from such discovery or receipt of such notice (or, in the case of a
Document Defect or Breach relating to a Mortgage Loan not being a "qualified
mortgage" within the meaning of the REMIC Provisions (a "Qualified Mortgage"),
not later than 90 days from any party to the Pooling and Servicing Agreement
discovering such Document Defect or Breach, provided the Seller receives such
notice in a timely manner), if such Document Defect or Breach materially and
adversely affects the value of the related Mortgage Loan or the interests of
the Certificateholders therein, cure such Document Defect or Breach, as the
case may be, in all material respects, which shall include payment of losses
and any Additional Trust Fund Expenses associated therewith or, if such
Document Defect or Breach (other than omissions due solely to a document not
having been returned by the related recording office) cannot be cured within
such 90-day period, (i) repurchase the affected Mortgage Loan (which, for the
purposes of this clause (i), shall include an REO Loan) at the applicable
Purchase Price (as defined in the Pooling and Servicing Agreement) not later
than the end of such 90-day period or (ii) substitute a Qualified Substitute
Mortgage Loan for such affected Mortgage Loan (which, for purposes of this
clause (ii), shall include an REO Loan) not later than the end of such 90-day
period (and in no event later than the second anniversary of the Closing Date)
and pay the Master Servicer for deposit into the Collection Account any
Substitution Shortfall Amount in connection therewith; provided, however,
that, unless the Document Defect or Breach would cause the Mortgage Loan not
to be a Qualified Mortgage, if such Document Defect or Breach is capable of
being cured but not within such 90-day period and the Seller has commenced and
is diligently proceeding with the cure of such Document Defect or Breach
within such 90-day period, the Seller shall have an additional 90 days to
complete such cure (or, failing such cure, to repurchase or substitute the
related Mortgage Loan (which, for purposes of such repurchase or substitution,
shall include an REO Loan)); and provided, further, that with respect to such
additional 90-day period, the Seller shall have delivered an officer's
certificate to the Trustee setting forth the reason(s) such Document Defect or
Breach is not capable of being cured within the initial 90-day period and what
actions the Seller is pursuing in connection with the cure thereof and stating
that the Seller anticipates that such Document Defect or Breach will be cured
within the additional 90-day period; and provided, further, that no Document
Defect (other than with respect to a Specially Designated Mortgage Loan
Document) shall be considered to materially and adversely affect the interests
of the Certificateholders or the value of the related Mortgage Loan unless the
document with respect to which the Document Defect exists is required in
connection with an imminent enforcement of the mortgagee's rights or remedies
under the related Mortgage Loan, defending any claim asserted by any borrower
or third party with respect to the Mortgage Loan, establishing the validity or
priority of any lien on any collateral securing the Mortgage Loan or for any
immediate servicing obligations.
A Document Defect or Breach (which Document Defect or Breach
materially and adversely affects the value of the related Mortgage Loan or the
interests of the Certificateholders therein) as to a Mortgage Loan that is
cross-collateralized and cross-defaulted with one or more other Mortgage Loans
(each, a "Crossed Loan" and such Crossed Loans, collectively, a "Crossed Loan
Group"), which Document Defect or Breach does not constitute a Document Defect
or Breach, as the case may be, as to any other Crossed Loan in such Crossed
Loan Group (without regard to this paragraph) and is not cured as provided for
above, shall be deemed to constitute a Document Defect or Breach, as the case
may be, as to each other Crossed Loan in the subject
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Crossed Loan Group for purposes of this paragraph and the Seller shall be
required to repurchase or substitute all such Crossed Loans unless (1) the
weighted average debt service coverage ratio for all the remaining Crossed
Loans for the four calendar quarters immediately preceding such repurchase or
substitution is not less than the weighted average debt service coverage ratio
for all such Crossed Loans, including the affected Crossed Loan, for the four
calendar quarters immediately preceding such repurchase or substitution, and
(2) the weighted average loan to-value ratio for the remaining Crossed Loans
determined at the time of repurchase or substitution based upon an appraisal
obtained by the Special Servicer at the expense of the Seller shall not be
greater than the weighted average loan-to-value ratio for all such Crossed
Loans, including the affected Crossed Loan determined at the time of
repurchase or substitution based upon an appraisal obtained by the Special
Servicer at the expense of the Seller; provided, that if such debt service
coverage and loan-to-value criteria are satisfied, any other Crossed Loan
(that is not the Crossed Loan directly affected by the subject Document Defect
or Breach), shall be released from its cross-collateralization and
cross-default provision so long as such Crossed Loan (that is not the Crossed
Loan directly affected by the subject Document Defect or Breach) is held in
the Trust Fund; and provided, further, that the repurchase or replacement of
less than all such Crossed Loans and the release of any Crossed Loan from a
cross-collateralization and cross-default provision shall be further subject
to (i) the delivery by the Seller to the Trustee, at the expense of the
Seller, of an Opinion of Counsel to the effect that such release would not
cause either of REMIC I or REMIC II to fail to qualify as a REMIC under the
Code or result in the imposition of any tax on "prohibited transactions" or
"contributions" after the Startup Day under the REMIC Provisions and (ii) the
consent of the Controlling Class Representative (if one is then acting), which
consent shall not be unreasonably withheld or delayed. In the event that one
or more of such other Crossed Loans satisfy the aforementioned criteria, the
Seller may elect either to repurchase or substitute for only the affected
Crossed Loan as to which the related Document Defect or Breach exists or to
repurchase or substitute for all of the Crossed Loans in the related Crossed
Loan Group. All documentation relating to the termination of the
cross-collateralization provisions of a Crossed Loan being repurchased shall
be prepared at the expense of the Seller and, where required, with the consent
of the related borrower. For a period of two years from the Closing Date, so
long as there remains any Mortgage File relating to a Mortgage Loan as to
which there is any uncured Document Defect or Breach known to the Seller, the
Seller shall provide, once every ninety days, the officer's certificate to the
Trustee described above as to the reason(s) such Document Defect or Breach
remains uncured and as to the actions being taken to pursue cure; provided,
however, that, without limiting the effect of the foregoing provisions of this
Section 3(c), if such Document Defect or Breach shall materially and adversely
affect the value of such Mortgage Loan or the interests of the holders of the
Certificates therein (subject to the last proviso in the sole sentence of the
preceding paragraph), the Seller shall in all cases on or prior to the second
anniversary of the Closing Date either cause such Document Defect or Breach to
be cured or repurchase or substitute for the affected Mortgage Loan. The
delivery of a commitment to issue a policy of lender's title insurance as
described in representation 8 set forth on Schedule I hereto in lieu of the
delivery of the actual policy of lender's title insurance shall not be
considered a Document Defect or Breach with respect to any Mortgage File if
such actual policy of insurance is delivered to the Trustee or a Custodian on
its behalf not later than the 90th day following the Closing Date.
To the extent that the Seller is required to repurchase or
substitute for a Crossed Loan hereunder in the manner prescribed above in this
Section 3(c) while the Trustee continues
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to hold any other Crossed Loans in such Crossed Loan Group, the Seller and the
Purchaser shall not enforce any remedies against the other's Primary
Collateral (as defined below), but each is permitted to exercise remedies
against the Primary Collateral securing its respective Crossed Loan(s), so
long as such exercise does not materially impair the ability of the other
party to exercise its remedies against the Primary Collateral securing the
Crossed Loan(s) held thereby.
If the exercise by one party would materially impair the ability of
the other party to exercise its remedies with respect to the Primary
Collateral securing the Crossed Loan(s) held by such party, then the Seller
and the Purchaser shall forbear from exercising such remedies until the
Mortgage Loan documents evidencing and securing the relevant Crossed Loans can
be modified in a manner consistent with this Agreement to remove the threat of
material impairment as a result of the exercise of remedies. Any reserve or
other cash collateral or letters of credit securing the Crossed Loans shall be
allocated between such Crossed Loans in accordance with the Mortgage Loan
documents, or, if the related Mortgage Loan documents do not so provide, then
on a pro rata basis based upon their outstanding Stated Principal Balances.
Notwithstanding the foregoing, if a Crossed Loan is modified to terminate the
related cross-collateralization and/or cross-default provisions, the Seller
shall furnish to the Trustee an Opinion of Counsel that such modification
shall not cause an Adverse REMIC Event.
For purposes hereof, "Primary Collateral" shall mean the Mortgaged
Property directly securing a Crossed Loan and excluding any property as to
which the related lien may only be foreclosed upon by exercise of
cross-collateralization provisions of such Mortgage Loans.
Notwithstanding any of the foregoing provisions of this Section
3(c), if there is a Document Defect or Breach (which Document Defect or Breach
materially and adversely affects the value of the related Mortgage Loan or the
interests of the Certificateholders therein) with respect to one or more
Mortgaged Properties with respect to a Mortgage Loan, the Seller shall not be
obligated to repurchase or substitute the Mortgage Loan if (i) the affected
Mortgaged Property(ies) may be released pursuant to the terms of any partial
release provisions in the related Mortgage Loan documents (and such Mortgaged
Property(ies) are, in fact, released), (ii) the remaining Mortgaged
Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan
documents and the Seller provides an opinion of counsel to the effect that
such release would not cause either of REMIC I or REMIC II to fail to qualify
as a REMIC under the Code or result in the imposition of any tax on
"prohibited transactions" or "contributions" after the Startup Day under the
REMIC Provisions and (iii) each Rating Agency then rating the Certificates
shall have provided written confirmation that such release would not cause the
then-current ratings of the Certificates rated by it to be qualified,
downgraded or withdrawn.
The foregoing provisions of this Section 3(c) notwithstanding, the
Purchaser's sole remedy (subject to the last sentence of this paragraph) for a
breach of representation 30 set forth on Schedule I hereto shall be the cure
of such breach by the Seller, which cure shall be effected through the payment
by the Seller of such costs and expenses (without regard to whether such costs
and expenses are material or not) specified in such representation that have
not, at the time of such cure, been received by the Master Servicer or the
Special Servicer from the related Mortgagor and not a repurchase or
substitution of the related Mortgage Loan. Following the Seller's remittance
of funds in payment of such costs and expenses, the Seller shall be deemed to
10
have cured the breach of representation 30 in all respects. To the extent any
fees or expenses that are the subject of a cure by the Seller are subsequently
obtained from the related Mortgagor, the cure payment made by the Seller shall
be returned to the Seller. Notwithstanding the prior provisions of this
paragraph, the Seller, acting in its sole discretion, may effect a repurchase
or substitution (in accordance with the provisions of this Section 3(c)
setting forth the manner in which a Mortgage Loan may be repurchased or
substituted) of a Mortgage Loan, as to which representation 30 set forth on
Schedule I has been breached, in lieu of paying the costs and expenses that
were the subject of the breach of representation 30 set forth on Schedule I.
(d) In connection with any permitted repurchase or substitution of
one or more Mortgage Loans contemplated hereby, upon receipt of a certificate
from a Servicing Officer certifying as to the receipt of the applicable
Purchase Price (as defined in the Pooling and Servicing Agreement) or
Substitution Shortfall Amount(s), as applicable, in the Collection Account,
and, if applicable, the delivery of the Mortgage File(s) and the Servicing
File(s) for the related Qualified Substitute Mortgage Loan(s) to the Custodian
and the Master Servicer, respectively, (i) the Trustee shall be required to
execute and deliver such endorsements and assignments as are provided to it by
the Master Servicer or the Seller, in each case without recourse,
representation or warranty, as shall be necessary to vest in the Seller the
legal and beneficial ownership of each repurchased Mortgage Loan or
substituted Mortgage Loan, as applicable, (ii) the Trustee, the Custodian, the
Master Servicer and the Special Servicer shall each tender to the Seller, upon
delivery to each of them of a receipt executed by the Seller, all portions of
the Mortgage File and other documents pertaining to such Mortgage Loan
possessed by it, and (iii) the Master Servicer and the Special Servicer shall
release to the Seller any Escrow Payments and Reserve Funds held by it in
respect of such repurchased or deleted Mortgage Loan(s).
At the time a substitution is made, the Seller shall deliver the
related Mortgage File to the Trustee and certify that the substitute Mortgage
Loan is a Qualified Substitute Mortgage Loan.
No substitution of a Qualified Substitute Mortgage Loan or Qualified
Substitute Mortgage Loans may be made in any calendar month after the
Determination Date for such month. Periodic Payments due with respect to any
Qualified Substitute Mortgage Loan after the related date of substitution
shall be part of REMIC I, as applicable. No substitution of a Qualified
Substitute Mortgage Loan for a deleted Mortgage Loan shall be permitted under
this Agreement if, after such substitution, the aggregate of the Stated
Principal Balances of all Qualified Substitute Mortgage Loans which have been
substituted for deleted Mortgage Loans exceeds 10% of the aggregate Cut-off
Date Balance of all the Mortgage Loans and the Other Mortgage Loans. Periodic
Payments due with respect to any Qualified Substitute Mortgage Loan on or
prior to the related date of substitution shall not be part of the Trust Fund
or REMIC I.
(e) This Section 3 provides the sole remedies available to the
Purchaser, the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Document Defect in a Mortgage File or any
Breach of any representation or warranty set forth in or required to be made
pursuant to Section 3 of this Agreement.
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SECTION 4. Representations, Warranties and Covenants of the
Purchaser. In order to induce the Seller to enter into this Agreement, the
Purchaser hereby represents, warrants and covenants for the benefit of the
Seller as of the date hereof that:
(a) The Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and the Purchaser
has taken all necessary corporate action to authorize the execution, delivery
and performance of this Agreement by it, and has the power and authority to
execute, deliver and perform this Agreement and all transactions contemplated
hereby.
(b) This Agreement has been duly and validly authorized, executed
and delivered by the Purchaser, all requisite action by the Purchaser's
directors and officers has been taken in connection therewith, and (assuming
the due authorization, execution and delivery hereof by the Seller) this
Agreement constitutes the valid, legal and binding agreement of the Purchaser,
enforceable against the Purchaser in accordance with its terms, except as such
enforcement may be limited by (A) laws relating to bankruptcy, insolvency,
fraudulent transfer, reorganization, receivership or moratorium, (B) other
laws relating to or affecting the rights of creditors generally, or (C)
general equity principles (regardless of whether such enforcement is
considered in a proceeding in equity or at law).
(c) The execution and delivery of this Agreement by the Purchaser
and the Purchaser's performance and compliance with the terms of this
Agreement will not (A) violate the Purchaser's articles of incorporation or
bylaws, (B) violate any law or regulation or any administrative decree or
order to which it is subject or (C) constitute a default (or an event which,
with notice or lapse of time, or both, would constitute a default) under, or
result in the breach of, any material contract, agreement or other instrument
to which the Purchaser is a party or by which the Purchaser is bound, which
default might have consequences that would, in the Purchaser's reasonable and
good faith judgment, materially and adversely affect the condition (financial
or other) or operations of the Purchaser or its properties or have
consequences that would materially and adversely affect its performance
hereunder.
(d) The Purchaser is not a party to or bound by any agreement or
instrument or subject to any articles of association, bylaws or any other
corporate restriction or any judgment, order, writ, injunction, decree, law or
regulation that would, in the Purchaser's reasonable and good faith judgment,
materially and adversely affect the ability of the Purchaser to perform its
obligations under this Agreement or that requires the consent of any third
person to the execution of this Agreement or the performance by the Purchaser
of its obligations under this Agreement (except to the extent such consent has
been obtained).
(e) Except as may be required under federal or state securities laws
(and which will be obtained on a timely basis), no consent, approval,
authorization or order of, registration or filing with, or notice to, any
governmental authority or court, is required, under federal or state law, for
the execution, delivery and performance by the Purchaser of, or compliance by
the Purchaser with, this Agreement, or the consummation by the Purchaser of
any transaction described in this Agreement.
12
(f) Under GAAP and for federal income tax purposes, the Purchaser
will report the transfer of the Mortgage Loans by the Seller to the Purchaser
as a sale of the Mortgage Loans to the Purchaser in exchange for consideration
consisting of a cash amount equal to the aggregate Purchase Consideration.
(g) There is no action, suit, proceeding or investigation pending or
to the knowledge of the Purchaser, threatened against the Purchaser in any
court or by or before any other governmental agency or instrumentality which
would materially and adversely affect the validity of this Agreement or any
action taken in connection with the obligations of the Purchaser contemplated
herein, or which would be likely to impair materially the ability of the
Purchaser to enter into and/or perform under the terms of this Agreement.
(h) The Purchaser is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,
municipal or other governmental agency or body, which default might have
consequences that would, in the Purchaser's reasonable and good faith
judgment, materially and adversely affect the condition (financial or other)
or operations of the Purchaser or its properties or might have consequences
that would materially and adversely affect its performance hereunder.
SECTION 5. Closing. The closing of the sale of the Mortgage Loans
(the "Closing") shall be held at the offices of Sidley Xxxxxx Xxxxx & Xxxx LLP
on the Closing Date. The Closing shall be subject to each of the following
conditions:
(a) All of the representations and warranties of the Seller set
forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all
of the representations and warranties of the Purchaser set forth in Section 4
of this Agreement shall be true and correct in all material respects as of the
Closing Date;
(b) All documents specified in Section 6 of this Agreement (the
"Closing Documents"), in such forms as are agreed upon and acceptable to the
Purchaser, the Seller, the Underwriters and their respective counsel in their
reasonable discretion, shall be duly executed and delivered by all signatories
as required pursuant to the respective terms thereof;
(c) The Seller shall have delivered and released to the 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 and the Purchaser shall have the ability
to comply with all terms and conditions and perform all duties and obligations
required to be complied with or performed after the Closing Date;
(e) The Seller shall have paid all fees and expenses payable by it
to the Purchaser or otherwise pursuant to this Agreement as of the Closing
Date;
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(f) One or more letters from the independent accounting firm of
Ernst & Young LLP, in form satisfactory to the Purchaser and relating to
certain information regarding the Mortgage Loans and Certificates as set forth
in the Prospectus and Prospectus Supplement, respectively; and
(g) The Seller shall have executed and delivered concurrently
herewith that certain Indemnification Agreement, dated as of June 21, 2005,
among the Seller, Countrywide Commercial Real Estate Finance, Inc., PNC Bank,
National Association, the Purchaser, the Underwriters and the Initial
Purchasers. Both parties agree to use their best reasonable efforts to perform
their respective obligations hereunder in a manner that will enable the
Purchaser to purchase the Mortgage Loans on the Closing Date.
SECTION 6. Closing Documents. The Closing Documents shall consist of
the following:
(a) (i) This Agreement duly executed by the Purchaser and the
Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties
thereto and (iii) the Servicing Rights Purchase Agreement, dated as of June
29, 2005, between the Seller and Midland Loan Services, Inc., duly executed by
such parties;
(b) An officer's certificate of the Seller, executed by a duly
authorized officer of the Seller and dated the Closing Date, and upon which
the Purchaser, the Underwriters and the Initial Purchasers may rely, to the
effect that: (i) the representations and warranties of the Seller in this
Agreement are true and correct in all material respects at and as of the
Closing Date with the same effect as if made on such date; and (ii) the Seller
has, in all material respects, complied with all the agreements and satisfied
all the conditions on its part that are required under this Agreement to be
performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed
in his/her capacity as an officer), dated the Closing Date, and upon which the
Purchaser may rely, to the effect that each individual who, as an officer or
representative of the Seller, signed this Agreement, the Indemnification
Agreement or any other document or certificate delivered on or before the
Closing Date in connection with the transactions contemplated herein or
therein, was at the respective times of such signing and delivery, and is as
of the Closing Date, duly elected or appointed, qualified and acting as such
officer or representative, and the signatures of such persons appearing on
such documents and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed
in his/her capacity as an officer), dated the Closing Date, and upon which the
Purchaser, the Underwriters and Initial Purchasers may rely, to the effect
that (i) such officer has carefully examined the Specified Portions (as
defined below) of the Prospectus Supplement and nothing has come to his
attention that would lead him to believe that the Specified Portions of the
Prospectus Supplement, as of the date of the Prospectus Supplement or as of
the Closing Date, included or include any untrue statement of a material fact
relating to the Mortgage Loans or omitted or omit to state therein a material
fact necessary in order to make the statements therein relating to the
Mortgage Loans, in light of the circumstances under which they were made, not
misleading, and (ii) such officer has carefully examined the Specified
Portions of the Private Placement
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Memorandum, dated as of June 21, 2005 (the "Memorandum") (pursuant to which
certain classes of the Private Certificates are being privately offered) and
nothing has come to his attention that would lead him to believe that the
Specified Portions of the Memorandum, as of the date thereof or as of the
Closing Date, included or include any untrue statement of a material fact
relating to the Mortgage Loans or omitted or omit to state therein a material
fact necessary in order to make the statements therein related to the Mortgage
Loans, in the light of the circumstances under which they were made, not
misleading. The "Specified Portions" of the Prospectus Supplement shall
consist of Annex A-1 thereto, entitled "Certain Characteristics of the
Mortgage Loans" (insofar as the information contained in Annex A-1 relates to
the Mortgage Loans sold by the Seller hereunder), Annex A-2 to the Prospectus
Supplement, entitled "Certain Statistical Information Regarding the Mortgage
Loans" (insofar as the information contained in Annex A-2 relates to the
Mortgage Loans sold by the Seller hereunder), Annex B to the Prospectus
Supplement entitled "Certain Characteristics Regarding Multifamily Properties"
(insofar as the information contained in Annex B relates to the Mortgage Loans
sold by the Seller hereunder), Annex C to the Prospectus Supplement, entitled
"Structural and Collateral Term Sheet" (insofar as the information contained
in Annex C relates to the Mortgage Loans sold by the Seller hereunder), the
diskette which accompanies the Prospectus Supplement (insofar as such diskette
is consistent with Annex X-0, Xxxxx X-0 and/or Annex B), and the following
sections of the Prospectus Supplement (only to the extent that any such
information relates to the Seller or the Mortgage Loans sold by the Seller
hereunder and exclusive of any statements in such sections that purport to
describe the servicing and administration provisions of the Pooling and
Servicing Agreement and exclusive of aggregated numerical information that
includes the Other Mortgage Loans): "Summary of Prospectus
Supplement--Relevant Parties--Mortgage Loan Sellers," "Summary of Prospectus
Supplement--The Mortgage Loans And The Mortgaged Real Properties," "Risk
Factors" and "Description of the Mortgage Pool". The "Specified Portions" of
the Memorandum shall consist of the Specified Portions of the Prospectus
Supplement (as attached as an exhibit to the Memorandum);
(e) Each of: (i) the resolutions of the Seller's board of directors
or a committee thereof authorizing the Seller's entering into the transactions
contemplated by this Agreement, (ii) the certificate of incorporation and
bylaws of the Seller, and (iii) a certificate of good standing of the Seller
issued by the State of Delaware not earlier than thirty (30) days prior to the
Closing Date;
(f) A written opinion of counsel for the Seller relating to
corporate and enforceability matters (which opinion may be from in-house
counsel, outside counsel or a combination thereof), reasonably satisfactory to
the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and
addressed to the Purchaser, the Trustee, the Underwriters, the Initial
Purchasers and each of the Rating Agencies, together with such other written
opinions, including as to insolvency matters, as may be required by the Rating
Agencies; and
(g) Such further certificates, opinions and documents as the
Purchaser may reasonably request prior to the Closing Date.
SECTION 7. Costs. Whether or not this Agreement is terminated, both
the Seller and the Purchaser shall pay their respective share of the
transaction expenses incurred in connection with the transactions contemplated
herein as set forth in the closing statement
15
prepared by the Purchaser and delivered to and approved by the Seller on or
before the Closing Date, and in the memorandum of understanding to which the
Seller and the Purchaser (or affiliates thereof) are parties with respect to
the transactions contemplated by this Agreement.
SECTION 8. Grant of a Security Interest. It is the express intent of
the parties hereto that the conveyance of the Mortgage Loans by the Seller to
the Purchaser as provided in Section 2 of this Agreement be, and be construed
as, a sale of the Mortgage Loans by the Seller to the Purchaser and not as a
pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt
or other obligation of the Seller. However, if, notwithstanding the
aforementioned intent of the parties, the Mortgage Loans are held to be
property of the Seller, then, (a) it is the express intent of the parties that
such conveyance be deemed a pledge of the Mortgage Loans by the Seller to the
Purchaser to secure a debt or other obligation of the Seller, and (b) (i) this
Agreement shall also be deemed to be a security agreement within the meaning
of Article 9 of the UCC of the applicable jurisdiction; (ii) the conveyance
provided for in Section 2 of this Agreement shall be deemed to be a grant by
the Seller to the Purchaser of a security interest in all of the Seller's
right, title and interest in and to the Mortgage Loans, and all amounts
payable to the holder of the Mortgage Loans in accordance with the terms
thereof, and all proceeds of the conversion, voluntary or involuntary, of the
foregoing into cash, instruments, securities or other property, including
without limitation, all amounts, other than investment earnings (other than
investment earnings required by Section 3.19(a) of the Pooling and Servicing
Agreement to offset Prepayment Interest Shortfalls), from time to time held or
invested in the Collection Account, the Distribution Account or, if
established, the REO Account whether in the form of cash, instruments,
securities or other property; (iii) the assignment to the Trustee of the
interest of the Purchaser as contemplated by Section 1 of this Agreement shall
be deemed to be an assignment of any security interest created hereunder; (iv)
the possession by the Trustee or any of its agents, including, without
limitation, the Custodian, of the Mortgage Notes, and such other items of
property as constitute instruments, money, negotiable documents or chattel
paper shall be deemed to be possession by the secured party for purposes of
perfecting the security interest pursuant to Section 9-313 of the UCC of the
applicable jurisdiction; and (v) notifications to persons (other than the
Trustee) holding such property, and acknowledgments, receipts or confirmations
from persons (other than the Trustee) holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from,
financial intermediaries, bailees or agents (as applicable) of the secured
party for the purpose of perfecting such security interest under applicable
law. The Seller and the Purchaser shall, to the extent consistent with this
Agreement, take such actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the Mortgage Loans,
such security interest would be deemed to be a perfected security interest of
first priority under applicable law and will be maintained as such throughout
the term of this Agreement and the Pooling and Servicing Agreement. The Seller
does hereby consent to the filing by the Purchaser of financing statements
relating to the transactions contemplated hereby without the signature of the
Seller.
SECTION 9. Notices. All notices, copies, requests, consents, demands
and other communications required hereunder shall be in writing and sent by
facsimile 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 facsimile or
16
personally delivered or, in the case of a mailed notice, upon receipt, in each
case given or addressed as aforesaid.
SECTION 10. 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 11. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant
of this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any particular jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent
permitted by applicable law, the parties hereto waive any provision of law
that prohibits or renders void or unenforceable any provision hereof.
SECTION 12. 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 13. 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 14. Attorneys' Fees. If any legal action, suit or proceeding
is commenced between the Seller and the Purchaser regarding their respective
rights and obligations under this Agreement, the prevailing party shall be
entitled to recover, in addition to damages or other relief, costs and
expenses, attorneys' fees and court costs (including, without limitation,
expert witness fees). As used herein, the term "prevailing party" shall mean
the party that obtains the principal relief it has sought, whether by
compromise settlement or judgment. If the party that commenced or instituted
the action, suit or proceeding shall dismiss or discontinue it without the
concurrence of the other party, such other party shall be deemed the
prevailing party.
SECTION 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.
17
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), the Initial Purchasers (also as intended third party beneficiaries
hereof) and their permitted successors and assigns. This Agreement is
enforceable by the Underwriters, the Initial Purchasers and the other third
party beneficiaries hereto in all respects to the same extent as if they had
been signatories hereof.
SECTION 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 hereto against whom such
waiver or modification is sought to be enforced. The Seller's obligations
hereunder shall in no way be expanded, changed or otherwise affected by any
amendment of or modification to the Pooling and Servicing Agreement,
including, without limitation, any defined terms therein, unless the Seller
has consented to such amendment or modification in writing.
SECTION 18. Accountants' Letters. The parties hereto shall cooperate
with Ernst & Young LLP in making available all information and taking all
steps reasonably necessary to permit such accountants to deliver the letters
required by the Underwriting Agreement and the Certificate Purchase Agreement.
SECTION 19. Knowledge. Whenever a representation or warranty or
other statement in this Agreement (including, without limitation, Schedule I
hereto) is made with respect to a Person's "knowledge," such statement refers
to such Person's employees or agents who were or are responsible for or
involved with the indicated matter and have actual knowledge of the matter in
question.
SECTION 20. Cross-Collateralized Mortgage Loans. Each Crossed Loan
Group is identified on the Mortgage Loan Schedule. For purposes of reference,
the Mortgaged Property that relates or corresponds to any of the Mortgage
Loans in a Crossed Loan Group shall be the property identified in the Mortgage
Loan Schedule as corresponding thereto. The provisions of this Agreement,
including, without limitation, each of the representations and warranties set
forth in Schedule I hereto and each of the capitalized terms used herein but
defined in the Pooling and Servicing Agreement, shall be interpreted in a
manner consistent with this Section 20. In addition, if there exists with
respect to any Crossed Loan Group only one original of any document referred
to in the definition of "Mortgage File" in this Agreement and covering all the
Mortgage Loans in such Crossed Loan Group, the inclusion of the original of
such document in the Mortgage File for any of the Mortgage Loans in such
Crossed Loan Group shall be deemed an inclusion of such original in the
Mortgage File for each such Mortgage Loan.
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IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of
the date first above written.
SELLER
XXXXXXX XXXXX MORTGAGE LENDING, INC.
By: /s/ Xxxxxx X. Xxx
----------------------------------------
Name: Xxxxxx X. Xxx
Title: Senior Vice President
Address for Notices:
Xxxxxxx Xxxxx Mortgage Lending, Inc.
Four World Financial Center
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
Attention: Xxxxx X. Xxxxxxx
with a copy to:
Xxxxxx X. Xxxxxxxx, Esq.
Xxxxxxx Xxxxx Mortgage Investors, Inc.
Four World Financial Center
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
PURCHASER
---------
XXXXXXX XXXXX MORTGAGE INVESTORS,
INC.
By: /s/ Xxxxxx X. Xxx
----------------------------------------
Name: Xxxxxx X. Xxx
Title: Vice President
Address for Notices:
Xxxxxxx Xxxxx Mortgage Investors, Inc.
Four World Financial Center
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
Attention: Xxxxx X. Xxxxxxx
with a copy to:
Xxxxxx X. Xxxxxxxx, Esq.
Xxxxxxx Xxxxx Mortgage Investors, Inc.
Four World Financial Center
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
MLML Mortgage Loan Purchase Agreement
SCHEDULE I
Mortgage Loan Representations and Warranties
For purposes of this Schedule I, the "Value" of a Mortgaged Property
shall mean the value of such Mortgaged Property as determined by the appraisal
(and subject to the assumptions set forth in the appraisal) performed in
connection with the origination of the related Mortgage Loan.
1. Mortgage Loan Schedule. The information set forth in the Mortgage
Loan Schedule with respect to the Mortgage Loans is true and correct in all
material respects (and contains all the items listed in the definition of
"Mortgage Loan Schedule") as of the dates of the information set forth therein
or, if not set forth therein, and in all events no earlier than, as of the
respective Cut-off Dates for the Mortgage Loans.
2. Ownership of Mortgage Loans. Immediately prior to the transfer of
the Mortgage Loans to the Purchaser, the Seller had good title to, and was the
sole owner of, each Mortgage Loan. The Seller has full right, power and
authority to transfer and assign each Mortgage Loan to or at the direction of
the Purchaser free and clear of any and all pledges, liens, charges, security
interests, participation interests and/or other interests and encumbrances
(except for certain servicing rights as provided in the Pooling and Servicing
Agreement, any permitted subservicing agreements and servicing rights purchase
agreements pertaining thereto). The Seller has validly and effectively
conveyed to the Purchaser all legal and beneficial interest in and to each
Mortgage Loan free and clear of any pledge, lien, charge, security interest or
other encumbrance (except for certain servicing rights as provided in the
Pooling and Servicing Agreement, any permitted subservicing agreements and
servicing rights purchase agreements pertaining thereto); provided that
recording and/or filing of various transfer documents are to be completed
after the Closing Date as contemplated hereby and by the Pooling and Servicing
Agreement. The sale of the Mortgage Loans to the Purchaser or its designee
does not require the Seller to obtain any governmental or regulatory approval
or consent that has not been obtained. Each Mortgage Note is, or shall be as
of the Closing Date, properly endorsed to the Purchaser or its designee and
each such endorsement is, or shall be as of the Closing Date, genuine.
3. Payment Record. No scheduled payment of principal and interest
under any Mortgage Loan was 30 days or more past due as of the Due Date for
such Mortgage Loan in June 2005 without giving effect to any applicable grace
period, nor was any such payment 30 days or more delinquent in the
twelve-month period immediately preceding the Due Date for such Mortgage Loan
in June 2005, without giving effect to any applicable grace period.
4. Lien; Valid Assignment. Each Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
limitations and exceptions set forth in representation 13 below, enforceable
first priority lien upon the related Mortgaged Property, prior to all other
liens and encumbrances, and there are no liens and/or encumbrances that are
pari passu with the lien of such Mortgage, in any event subject, however, to
the following (collectively, the "Permitted Encumbrances"): (a) the lien for
current real estate taxes, ground rents, water charges, sewer rents and
assessments not yet delinquent or accruing
interest or penalties; (b) covenants, conditions and restrictions, rights of
way, easements and other matters that are of public record and/or are referred
to in the related lender's title insurance policy (or, if not yet issued,
referred to in a pro forma title policy or a "marked-up" commitment binding
upon the title insurer); (c) exceptions and exclusions specifically referred
to in such lender's title insurance policy (or, if not yet issued, referred to
in a pro forma title policy or "marked-up" commitment binding upon the title
insurer); (d) other matters to which like properties are commonly subject; (e)
the rights of tenants (as tenants only) under leases (including subleases)
pertaining to the related Mortgaged Property; (f) if such Mortgage Loan
constitutes a Cross-Collateralized Mortgage Loan, the lien of the Mortgage for
another Mortgage Loan contained in the same Crossed Group; and (g) if the
related Mortgaged Property consists of one or more units in a condominium, the
related condominium declaration. The Permitted Encumbrances do not,
individually or in the aggregate, materially interfere with the security
intended to be provided by the related Mortgage, the current principal use of
the related Mortgaged Property, the Value of the Mortgaged Property or the
current ability of the related Mortgaged Property to generate income
sufficient to service such Mortgage Loan. The related assignment of such
Mortgage executed and delivered in favor of the Trustee is in recordable form
(but for insertion of the name and address of the assignee and any related
recording information which is not yet available to the Seller) and
constitutes a legal, valid, binding and, subject to the limitations and
exceptions set forth in representation 13 below, enforceable assignment of
such Mortgage from the relevant assignor to the Trustee.
5. Assignment of Leases and Rents. There exists, as part of the
related Mortgage File, an Assignment of Leases (either as a separate
instrument or as part of the Mortgage) that relates to and was delivered in
connection with each Mortgage Loan and that establishes and creates a valid,
subsisting and, subject to the limitations and exceptions set forth in
representation 13 below, enforceable first priority lien on and security
interest in, subject to applicable law, the property, rights and interests of
the related Mortgagor described therein, except for Permitted Encumbrances and
except that a license may have been granted to the related Mortgagor to
exercise certain rights and perform certain obligations of the lessor under
the relevant lease or leases, including, without limitation, the right to
operate the related leased property so long as no event of default has
occurred under such Mortgage Loan; and each assignor thereunder has the full
right to assign the same. The related assignment of any Assignment of Leases
not included in a Mortgage, executed and delivered in favor of the Trustee is
in recordable form (but for insertion of the name of the assignee and any
related recording information which is not yet available to the Seller), and
constitutes a legal, valid, binding and, subject to the limitations and
exceptions set forth in representation 13 below, enforceable assignment of
such Assignment of Leases from the relevant assignor to the Trustee. The
related Mortgage or related Assignment of Leases, subject to applicable law,
provides for the appointment of a receiver for the collection of rents or for
the related mortgagee to enter into possession to collect the rents or
provides for rents to be paid directly to the related mortgagee, if there is
an event of default. No person other than the related Mortgagor owns any
interest in any payments due under the related leases on which the Mortgagor
is the landlord, covered by the related Assignment of Leases.
6. Mortgage Status; Waivers and Modifications. In the case of each
Mortgage Loan, except by a written instrument which has been delivered to the
Purchaser or its designee as a part of the related Mortgage File, (a) the
related Mortgage (including any
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amendments or supplements thereto included in the related Mortgage File) has
not been impaired, waived, modified, altered, satisfied, canceled,
subordinated or rescinded, (b) neither the related Mortgaged Property nor any
material portion thereof has been released from the lien of such Mortgage and
(c) the related Mortgagor has not been released from its obligations under
such Mortgage, in whole or in material part. With respect to each Mortgage
Loan, since the later of (a) May 31, 2005 and (b) the closing date of such
Mortgage Loan, the Seller has not executed any written instrument that (i)
impaired, satisfied, canceled, subordinated or rescinded such Mortgage Loan,
(ii) waived, modified or altered any material term of such Mortgage Loan,
(iii) released the Mortgaged Property or any material portion thereof from the
lien of the related Mortgage, or (iv) released the related Mortgagor from its
obligations under such Mortgage Loan in whole or material part. For avoidance
of doubt, the preceding sentence does not relate to any release of escrows by
the Seller or a servicer on its behalf.
7. Condition of Property; Condemnation. In the case of each Mortgage
Loan, except as set forth in an engineering report prepared by an independent
engineering consultant in connection with the origination of such Mortgage
Loan, the related Mortgaged Property is, to the Seller's knowledge, in good
repair and free and clear of any damage that would materially and adversely
affect its value as security for such Mortgage Loan (except in any such case
where an escrow of funds, letter of credit or insurance coverage exists
sufficient to effect the necessary repairs and maintenance). As of the date of
origination of the Mortgage Loan, there was no proceeding pending for the
condemnation of all or any material part of the related Mortgaged Property. As
of the Closing Date, the Seller has not received notice and has no knowledge
of any proceeding pending for the condemnation of all or any material portion
of the Mortgaged Property securing any Mortgage Loan. As of the date of
origination of each Mortgage Loan and, to the Seller's knowledge, as of the
date hereof, (a) none of the material improvements on the related Mortgaged
Property encroach upon the boundaries and, to the extent in effect at the time
of construction, do not encroach upon the building restriction lines of such
property, and none of the material improvements on the related Mortgaged
Property encroached over any easements, except, in each case, for
encroachments that are insured against by the lender's title insurance policy
referred to in representation 8 below or that do not materially and adversely
affect the Value or current use of such Mortgaged Property and (b) no
improvements on adjoining properties encroached upon such Mortgaged Property
so as to materially and adversely affect the Value of such Mortgaged Property,
except those encroachments that are insured against by the lender's title
insurance policy referred to in representation 8 below.
8. Title Insurance. Each Mortgaged Property securing a Mortgage Loan
is covered by an American Land Title Association (or an equivalent form of)
lender's title insurance policy (the "Title Policy") (or, if such policy has
yet to be issued, by a pro forma policy or a "marked up" commitment binding on
the title insurer) in the original principal amount of such Mortgage Loan
after all advances of principal, insuring that the related Mortgage is a valid
first priority lien on such Mortgaged Property, subject only to the Permitted
Encumbrances, except that in the case of a Mortgage Loan as to which the
related Mortgaged Property is made up of more than one parcel of property,
each of which is secured by a separate Mortgage, such Mortgage (and therefore
the related Title Policy) may be in an amount less than the original principal
amount of the Mortgage Loan, but is not less than the allocated amount of
subject parcel constituting a portion of the related Mortgaged Property. Such
Title Policy (or, if
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it has yet to be issued, the coverage to be provided thereby) is in full force
and effect, all premiums thereon have been paid, no material claims have been
made thereunder and no claims have been paid thereunder. No holder of the
related Mortgage has done, by act or omission, anything that would materially
impair the coverage under such Title Policy. Immediately following the
transfer and assignment of the related Mortgage Loan to the Trustee, such
Title Policy (or, if it has yet to be issued, the coverage to be provided
thereby) inures to the benefit of the Trustee as sole insured without the
consent of or notice to the insurer. Such Title Policy contains no exclusion
for whether, or it affirmatively insures (unless the related Mortgaged
Property is located in a jurisdiction where such affirmative insurance is not
available) that, (a) the related Mortgaged Property has access to a public
road, and (b) the area shown on the survey, if any, reviewed or prepared in
connection with the origination of the related Mortgage Loan is the same as
the property legally described in the related Mortgage.
9. No Holdback. The proceeds of each Mortgage Loan have been fully
disbursed (except in those cases where the full amount of the Mortgage Loan
has been disbursed but a portion thereof is being held in escrow or reserve
accounts documented as part of the Mortgage Loan documents and the rights to
which are transferred to the Trustee, pending the satisfaction of certain
conditions relating to leasing, repairs or other matters with respect to the
related Mortgaged Property), and there is no obligation for future advances
with respect thereto.
10. Mortgage Provisions. The Mortgage Loan documents for each
Mortgage Loan, together with applicable state law, contain customary and,
subject to the limitations and exceptions set forth in representation 13
below, enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the practical realization against the related
Mortgaged Property of the principal benefits of the security intended to be
provided thereby, including, without limitation, foreclosure or similar
proceedings (as applicable for the jurisdiction where the related Mortgaged
Property is located). None of the Mortgage Loan documents contains any
provision that expressly excuses the related Mortgagor from obtaining and
maintaining insurance coverage for acts of terrorism.
11. Trustee under Deed of Trust. If the Mortgage for any Mortgage
Loan is a deed of trust, then (a) a trustee, duly qualified under applicable
law to serve as such, has either been properly designated and currently so
serves or may be substituted in accordance with the Mortgage and applicable
law, and (b) no fees or expenses are payable to such trustee by the Seller,
the Purchaser or any transferee thereof except in connection with a trustee's
sale after default by the related Mortgagor or in connection with any full or
partial release of the related Mortgaged Property or related security for such
Mortgage Loan.
12. Environmental Conditions. Except in the case of the Mortgaged
Properties identified on Annex B hereto (as to which properties the only
environmental investigation conducted in connection with the origination of
the related Mortgage Loan related to asbestos-containing materials and
lead-based paint), (a) an environmental site assessment meeting ASTM standards
and covering all environmental hazards typically assessed for similar
properties including use, type and tenants of the related Mortgaged Property,
a transaction screen meeting ASTM standards or an update of a previously
conducted environmental site assessment (which update may have been performed
pursuant to a database update), was performed by an independent third-party
environmental consultant (licensed to the extent required by applicable
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state law) with respect to each Mortgaged Property securing a Mortgage Loan in
connection with the origination of such Mortgage Loan, (b) the report of each
such assessment, update or screen, if any (an "Environmental Report"), is
dated no earlier than (or, alternatively, has been updated within) twelve (12)
months prior to the date hereof, (c) a copy of each such Environmental Report
has been delivered to the Purchaser, and (d) either: (i) no such Environmental
Report, if any, reveals that as of the date of the report there is a material
violation of applicable environmental laws with respect to any known
circumstances or conditions relating to the related Mortgaged Property; or
(ii) if any such Environmental Report does reveal any such circumstances or
conditions with respect to the related Mortgaged Property and the same have
not been subsequently remediated in all material respects, then one or more of
the following are true--(A) one or more parties not related to the related
Mortgagor and collectively having financial resources reasonably estimated to
be adequate to cure the violation was identified as the responsible party or
parties for such conditions or circumstances, and such conditions or
circumstances do not materially impair the Value of the related Mortgaged
Property, (B) the related Mortgagor was required to provide additional
security reasonably estimated to be adequate to cure the violations and/or to
obtain and, for the period contemplated by the related Mortgage Loan
documents, maintain an operations and maintenance plan, (C) the related
Mortgagor, or other responsible party, provided a "no further action" letter
or other evidence that would be acceptable to a reasonably prudent commercial
mortgage lender, that applicable federal, state or local governmental
authorities had no current intention of taking any action, and are not
requiring any action, in respect of such conditions or circumstances, (D) such
conditions or circumstances were investigated further and based upon such
additional investigation, a qualified environmental consultant recommended no
further investigation or remediation, (E) the expenditure of funds reasonably
estimated to be necessary to effect such remediation is not greater than 2% of
the outstanding principal balance of the related Mortgage Loan, (F) there
exists an escrow of funds reasonably estimated to be sufficient for purposes
of effecting such remediation, (G) the related Mortgaged Property is insured
under a policy of insurance, subject to certain per occurrence and aggregate
limits and a deductible, against certain losses arising from such
circumstances and conditions or (H) a responsible party provided a guaranty or
indemnity to the related Mortgagor to cover the costs of any required
investigation, testing, monitoring or remediation and, as of the date of
origination of the related Mortgage Loan, such responsible party had financial
resources reasonably estimated to be adequate to cure the subject violation in
all material respects. To the Seller's actual knowledge and without inquiry
beyond the related Environmental Report, there are no significant or material
circumstances or conditions with respect to such Mortgaged Property not
revealed in any such Environmental Report, where obtained, or in any Mortgagor
questionnaire delivered to the Seller in connection with the issue of any
related environmental insurance policy, if applicable, that would require
investigation or remediation by the related Mortgagor under, or otherwise be a
material violation of, any applicable environmental law. The Mortgage Loan
documents for each Mortgage Loan require the related Mortgagor to comply in
all material respects with all applicable federal, state and local
environmental laws and regulations. Each of the Mortgage Loans identified on
Annex C hereto is covered by a secured creditor impaired property
environmental insurance policy and each such policy is noncancellable during
its term, is in the amount at least equal to 125% of the principal balance of
the Mortgage Loan, has a term ending no sooner than the date which is five
years after the maturity date of the Mortgage Loan to which it relates and
either does not provide for a deductible or the deductible amount is held in
escrow and all premiums have been paid in
I-5
full. Each Mortgagor represents and warrants in the related Mortgage Loan
documents that except as set forth in certain environmental reports and to its
knowledge it has not used, caused or permitted to exist and will not use,
cause or permit to exist on the related Mortgaged Property any hazardous
materials in any manner which violates federal, state or local laws,
ordinances, regulations, orders, directives or policies governing the use,
storage, treatment, transportation, manufacture, refinement, handling,
production or disposal of hazardous materials. The related Mortgagor (or
affiliate thereof) has agreed to indemnify, defend and hold the Seller and its
successors and assigns harmless from and against any and all losses,
liabilities, damages, injuries, penalties, fines, out-of-pocket expenses and
claims of any kind whatsoever (including attorneys' fees and costs) paid,
incurred or suffered by or asserted against, any such party resulting from a
breach of environmental representations, warranties or covenants given by the
Mortgagor in connection with such Mortgage Loan.
13. Loan Document Status. Each Mortgage Note, Mortgage, and each
other agreement executed by or on behalf of the related Mortgagor with respect
to each Mortgage Loan is the legal, valid and binding obligation of the maker
thereof (subject to any non-recourse provisions contained in any of the
foregoing agreements and any applicable state anti-deficiency or market value
limit deficiency legislation), enforceable in accordance with its terms,
except as such enforcement may be limited by (i) bankruptcy, insolvency,
reorganization, receivership, fraudulent transfer and conveyance or other
similar laws affecting the enforcement of creditors' rights generally, (ii)
general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law) and (iii) public policy
considerations underlying applicable securities laws, to the extent that such
public policy considerations limit the enforceability of provisions that
purport to provide indemnification from liabilities under applicable
securities laws, and except that certain provisions in such loan documents may
be further limited or rendered unenforceable by applicable law, but (subject
to the limitations set forth in the foregoing clauses (i) and (ii)) such
limitations or unenforceability will not render such loan documents invalid as
a whole or substantially interfere with the mortgagee's realization of the
principal benefits and/or security provided thereby. There is no valid
defense, counterclaim or right of offset or rescission available to the
related Mortgagor with respect to such Mortgage Note, Mortgage or other
agreements that would deny the mortgagee the principal benefits intended to be
provided thereby, except in each case, with respect to the enforceability of
any provisions requiring the payment of default interest, late fees,
additional interest, prepayment premiums or yield maintenance charges.
14. Insurance. Except in certain cases where tenants, having a net
worth of at least $50,000,000 or an investment grade credit rating (and, if
rated by Fitch, a credit rating of at least "A-" by Fitch) and obligated to
maintain the insurance described in this paragraph, are allowed to self-insure
the related Mortgaged Properties, all improvements upon each Mortgaged
Property securing a Mortgage Loan are insured under a fire and extended perils
insurance (or the equivalent) policy, in an amount at least equal to the
lesser of the outstanding principal balance of such Mortgage Loan and 100% of
the full insurable replacement cost of the improvements located on the related
Mortgaged Property, and if applicable, the related hazard insurance policy
contains appropriate endorsements to avoid the application of co-insurance and
does not permit reduction in insurance proceeds for depreciation. Each
Mortgaged Property is also covered by comprehensive general liability
insurance in amounts customarily required by prudent commercial mortgage
lenders for properties of similar types. Each Mortgaged Property securing
I-6
a Mortgage Loan is the subject of a business interruption or rent loss
insurance policy providing coverage for at least twelve (12) months (or a
specified dollar amount which is reasonably estimated to cover no less than
twelve (12) months of rental income), unless such Mortgaged Property
constitutes a manufactured housing community. If any portion of the
improvements on a Mortgaged Property securing any Mortgage Loan was, at the
time of the origination of such Mortgage Loan, in an area identified in the
Federal Register by the Flood Emergency Management Agency as a special flood
hazard area (Zone A or Zone V), and flood insurance was available, a flood
insurance policy is in effect with a generally acceptable insurance carrier,
in an amount representing coverage not less than the least of: (1) the minimum
amount required, under the terms of coverage, to compensate for any damage or
loss on a replacement basis, (2) the outstanding principal balance of such
Mortgage Loan, and (3) the maximum amount of insurance available under the
applicable federal flood insurance program. Each Mortgaged Property located in
California or in seismic zones 3 and 4 is covered by seismic insurance to the
extent such Mortgaged Property has a probable maximum loss of greater than
twenty percent (20%) of the replacement value of the related improvements,
calculated using methodology acceptable to a reasonably prudent commercial
mortgage lender with respect to similar properties in the same area or
earthquake zone. Each Mortgaged Property located within Florida or within 25
miles of the coast of North Carolina, South Carolina, Georgia, Alabama,
Mississippi, Louisiana or Texas is insured by windstorm insurance in an amount
at least equal to the lesser of (i) the outstanding principal balance of the
related Mortgage Loan and (ii) 100% of the insurable replacement cost of the
improvements located on such Mortgaged Property (less physical depreciation).
All such hazard and flood insurance policies contain a standard mortgagee
clause for the benefit of the holder of the related Mortgage, its successors
and assigns, as mortgagee, and are not terminable (nor may the amount of
coverage provided thereunder be reduced) without at least ten (10) days' prior
written notice to the mortgagee; and no such notice has been received,
including any notice of nonpayment of premiums, that has not been cured.
Additionally, for any Mortgage Loan having a Cut-off Date Balance equal to or
greater than $20,000,000, the insurer for all of the required coverages set
forth herein has a claims paying ability or financial strength rating from S&P
or Xxxxx'x of not less than A-minus (or the equivalent), or from A.M. Best
Company of not less than "A-minus: V" (or the equivalent) and, if rated by
Fitch, of not less than "A-" from Fitch (or the equivalent). With respect to
each Mortgage Loan, the related Mortgage Loan documents require that the
related Mortgagor or a tenant of such Mortgagor maintain insurance as
described above or permit the related mortgagee to require insurance as
described above. Except under circumstances that would be reasonably
acceptable to a prudent commercial mortgage lender or that would not otherwise
materially and adversely affect the security intended to be provided by the
related Mortgage, the Mortgage Loan documents for each Mortgage Loan provide
that proceeds paid under any such casualty insurance policy will (or, at the
lender's option, will) be applied either to the repair or restoration of all
or part of the related Mortgaged Property or to the payment of amounts due
under such Mortgage Loan; provided that the related Mortgage Loan documents
may entitle the related Mortgagor to any portion of such proceeds remaining
after the repair or restoration of the related Mortgaged Property or payment
of amounts due under the Mortgage Loan; and provided, further, that, if the
related Mortgagor holds a leasehold interest in the related Mortgaged
Property, the application of such proceeds will be subject to the terms of the
related Ground Lease (as defined in representation 18 below).
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Each Mortgaged Property is insured by an "all-risk" casualty
insurance policy that does not contain an express exclusion for (or,
alternatively, is covered by a separate policy that insures against property
damage resulting from) acts of terrorism.
15. Taxes and Assessments. There are no delinquent property taxes or
assessments or other outstanding charges affecting any Mortgaged Property
securing a Mortgage Loan that are a lien of priority equal to or higher than
the lien of the related Mortgage and that have not been paid or are not
otherwise covered by an escrow of funds sufficient to pay such charge. For
purposes of this representation and warranty, real property taxes and
assessments and other charges shall not be considered delinquent until the
date on which interest and/or penalties would be payable thereon.
16. Mortgagor Bankruptcy. No Mortgagor under a Mortgage Loan is a
debtor in any state or federal bankruptcy, insolvency or similar proceeding.
17. Local Law Compliance. To the Seller's knowledge, based upon a
letter from governmental authorities, a legal opinion, a zoning consultant's
report or an endorsement to the related Title Policy, or based on such other
due diligence considered reasonable by prudent commercial mortgage lenders in
the lending area where the subject Mortgaged Property is located (including,
without limitation, when commercially reasonable, a representation of the
related Mortgagor at the time of origination of the subject Mortgage Loan),
the improvements located on or forming part of each Mortgaged Property
securing a Mortgage Loan are in material compliance with applicable zoning
laws and ordinances or constitute a legal non-conforming use or structure (or,
if any such improvement does not so comply and does not constitute a legal
non-conforming use or structure, such non-compliance and failure does not
materially and adversely affect the Value of the related Mortgaged Property).
In the case of each legal non-conforming use or structure, the related
Mortgaged Property may be restored or repaired to the full extent of the use
or structure at the time of such casualty or law and ordinance coverage has
been obtained in an amount that would be required by prudent commercial
mortgage lenders (or, if the related Mortgaged Property may not be restored or
repaired to the full extent of the use or structure at the time of such
casualty and law and ordinance coverage has not been obtained in an amount
that would be required by prudent commercial mortgage lenders, such fact does
not materially and adversely affect the Value of the related Mortgaged
Property).
18. Leasehold Estate Only. If any Mortgage Loan is secured by the
interest of a Mortgagor as a lessee under a ground lease of all or a material
portion of a Mortgaged Property (together with any and all written amendments
and modifications thereof and any and all estoppels from or other agreements
with the ground lessor, a "Ground Lease"), but not by the related fee interest
in such Mortgaged Property or such material portion thereof (the "Fee
Interest"), then:
(i) such Ground Lease or a memorandum thereof has been or will be
duly recorded; such Ground Lease permits the interest of the lessee
thereunder to be encumbered by the related Mortgage; and there has been
no material change in the terms of such Ground Lease since its
recordation, with the exception of material changes reflected in written
instruments which are a part of the related Mortgage File; and if
required by such Ground Lease, the lessor thereunder has received notice
of the lien of the related Mortgage in accordance with the provisions of
such Ground Lease;
I-8
(ii) the related lessee's leasehold interest in the portion of the
related Mortgaged Property covered by such Ground Lease is not subject to
any liens or encumbrances superior to, or of equal priority with, the
related Mortgage, other than the related Fee Interest and Permitted
Encumbrances;
(iii) upon foreclosure of such Mortgage Loan (or acceptance of a
deed in lieu thereof), the Mortgagor's interest in such Ground Lease is
assignable to, and is thereafter further assignable by, the Purchaser
upon notice to, but without the consent of, the lessor thereunder (or, if
such consent is required, it has been obtained); provided that such
Ground Lease has not been terminated and all amounts owed thereunder have
been paid;
(iv) such Ground Lease is in full force and effect, and, to the
Seller's knowledge, no material default has occurred under such Ground
Lease;
(v) such Ground Lease requires the lessor thereunder to give notice
of any default by the lessee to the mortgagee under such Mortgage Loan;
and such Ground Lease further provides that no notice of termination
given under such Ground Lease is effective against the mortgagee under
such Mortgage Loan unless a copy has been delivered to such mortgagee in
the manner described in such Ground Lease;
(vi) the mortgagee under such Mortgage Loan is permitted a
reasonable opportunity (including, where necessary, sufficient time to
gain possession of the interest of the lessee under such Ground Lease) to
cure any default under such Ground Lease, which is curable after the
receipt of notice of any such default, before the lessor thereunder may
terminate such Ground Lease;
(vii) such Ground Lease either (i) has an original term which
extends not less than twenty (20) years beyond the Stated Maturity Date
of such Mortgage Loan, or (ii) has an original term which does not end
prior to the 5th anniversary of the Stated Maturity Date of such Mortgage
Loan and has extension options that are exercisable by the lender upon
its taking possession of the Mortgagor's leasehold interest and that, if
exercised, would cause the term of such Ground Lease to extend not less
than twenty (20) years beyond the Stated Maturity Date of such Mortgage
Loan;
(viii) such Ground Lease requires the lessor to enter into a new
lease with a mortgagee upon termination of such Ground Lease for any
reason, including as a result of a rejection of such Ground Lease in a
bankruptcy proceeding involving the related Mortgagor, unless the
mortgagee under such Mortgage Loan fails to cure a default of the lessee
that is susceptible to cure by the mortgagee under such Ground Lease
following notice thereof from the lessor;
(ix) under the terms of such Ground Lease and the related Mortgage
or related Mortgage Loan documents, taken together, any related casualty
insurance proceeds (other than de minimis amounts for minor casualties)
with respect to the leasehold interest will be applied either (i) to the
repair or restoration of all or part of the related Mortgaged Property,
with the mortgagee or a trustee appointed by it having the right to hold
and disburse such proceeds as the repair or restoration progresses
(except in such cases where
I-9
a provision entitling another party to hold and disburse such proceeds
would not be viewed as commercially unreasonable by a prudent commercial
mortgage lender), or (ii) to the payment of the outstanding principal
balance of the Mortgage Loan together with any accrued interest thereon;
(x) such Ground Lease does not impose any restrictions on subletting
which would be viewed as commercially unreasonable by a prudent
commercial mortgage lender in the lending area where the related
Mortgaged Property is located at the time of the origination of such
Mortgage Loan; and
(xi) such Ground Lease provides that (i) it may not be amended or
modified without the prior written consent of the mortgagee under such
Mortgage Loan, and (ii) any such action without such consent is not
binding on such mortgagee, its successors or assigns.
19. Qualified Mortgage. Each Mortgage Loan is a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code and Treasury Regulations
Section 1.860G-2(a) (but without regard to the rule in Treasury Regulations
Section 1.860G-2(a)(3) or Section 1.860G-2(f)(2) that treats a defective
obligation as a qualified mortgage under certain circumstances). Each Mortgage
Loan is directly secured by an interest in real property (within the meaning
of Treasury Regulations Section 1.856-3(c) and 1.856-3(d)), and either (1) the
fair market value of the interest in real property which secures such Mortgage
Loan was at least equal to 80% of the principal amount of such Mortgage Loan
at the time the Mortgage Loan was (a) originated or modified (within the
meaning of Treasury Regulations Section 1.860G-2(b)(1)) or (b) contributed to
the Trust Fund, or (2) substantially all of the proceeds of such Mortgage Loan
were used to acquire, improve or protect an interest in real property and such
interest in real property was the only security for the Mortgage Loan at the
time such Mortgage Loan was originated or modified. For purposes of the
previous sentence, the fair market value of the referenced interest in real
property shall first be reduced by (1) the amount of any lien on such interest
in real property that is senior to the Mortgage Loan, and (2) a proportionate
amount of any lien on such interest in real property that is in parity with
the Mortgage Loan.
20. Advancement of Funds. In the case of each Mortgage Loan, neither
the Seller nor, to the Seller's knowledge, any prior holder of such Mortgage
Loan has advanced funds or induced, solicited or knowingly received any
advance of funds from a party other than the owner of the related Mortgaged
Property (other than amounts paid by the tenant as specifically provided under
a related lease or by the property manager), for the payment of any amount
required by such Mortgage Loan, except for interest accruing from the date of
origination of such Mortgage Loan or the date of disbursement of the Mortgage
Loan proceeds, whichever is later, to the date which preceded by 30 days the
first due date under the related Mortgage Note.
21. No Equity Interest, Equity Participation or Contingent Interest.
No Mortgage Loan contains any equity participation by the mortgagee
thereunder, is convertible by its terms into an equity ownership interest in
the related Mortgaged Property or the related Mortgagor, provides for any
contingent or additional interest in the form of participation in the cash
flow of the related Mortgaged Property, or provides for the negative
amortization of
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interest, except that, in the case of an ARD Loan, such Mortgage Loan provides
that, during the period commencing on or about the related Anticipated
Repayment Date and continuing until such Mortgage Loan is paid in full, (a)
additional interest shall accrue and may be compounded monthly and shall be
payable only after the outstanding principal of such Mortgage Loan is paid in
full, and (b) a portion of the cash flow generated by such Mortgaged Property
will be applied each month to pay down the principal balance thereof in
addition to the principal portion of the related monthly payment.
22. Legal Proceedings. To the Seller's knowledge, there are no
pending actions, suits, proceedings or governmental investigations by or
before any court or governmental authority against or affecting the Mortgagor
under any Mortgage Loan or the related Mortgaged Property that, if determined
adversely to such Mortgagor or Mortgaged Property, would materially and
adversely affect the value of the Mortgaged Property as security for such
Mortgage Loan or the current ability of the Mortgagor to pay principal,
interest or any other amounts due under such Mortgage Loan.
23. Other Mortgage Liens. None of the Mortgage Loans permits the
related Mortgaged Property to be encumbered by any mortgage lien junior to or
of equal priority with the lien of the related Mortgage without the prior
written consent of the holder thereof or the satisfaction of debt service
coverage or similar criteria specified therein. To the Seller's knowledge,
except for cases involving other Mortgage Loans, none of the Mortgaged
Properties securing the Mortgage Loans is encumbered by any mortgage liens
junior to or of equal priority with the liens of the related Mortgage. The
related Mortgage Loan documents require the Mortgagor under each Mortgage Loan
to pay all reasonable costs and expenses related to any required consent to an
encumbrance, including any applicable Rating Agency fees, or would permit the
related mortgagee to withhold such consent if such costs and expenses are not
paid by a party other than such mortgagee.
24. No Mechanics' Liens. As of the date of origination, each
Mortgaged Property securing a Mortgage Loan (exclusive of any related personal
property) was free and clear of any and all mechanics' and materialmen's liens
that were prior or equal to the lien of the related Mortgage and that were not
bonded or escrowed for or covered by title insurance. As of the Closing Date,
to the Seller's knowledge: (i) each Mortgaged Property securing a Mortgage
Loan (exclusive of any related personal property) is free and clear of any and
all mechanics' and materialmen's liens that are prior or equal to the lien of
the related Mortgage and that are not bonded or escrowed for or covered by
title insurance, and (ii) no rights are outstanding that under law could give
rise to any such lien that would be prior or equal to the lien of the related
Mortgage and that is not bonded or escrowed for or covered by title insurance.
25. Compliance. Each Mortgage Loan complied with, or was exempt
from, all applicable usury laws in effect at its date of origination.
26. Licenses and Permits. To the Seller's knowledge, as of the date
of origination of each Mortgage Loan and based on any of: (i) a letter from
governmental authorities, (ii) a legal opinion, (iii) an endorsement to the
related Title Policy, (iv) a representation of the related Mortgagor at the
time of origination of such Mortgage Loan, (v) a zoning report from a zoning
consultant, or (vi) other due diligence that a commercially
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reasonable originator of similar mortgage loans in the jurisdiction where the
related Mortgaged Property is located customarily performs in the origination
of comparable mortgage loans, the related Mortgagor was in possession of all
material licenses, permits and franchises required by applicable law for the
ownership and operation of the related Mortgaged Property as it was then
operated or such material licenses, permits and franchises have otherwise been
issued.
27. Cross-Collateralization. No Mortgage Loan is
cross-collateralized with any loan which is outside the Mortgage Pool. With
respect to any group of cross-collateralized Mortgage Loans, the sum of the
amounts of the respective Mortgages recorded on the related Mortgaged
Properties with respect to such Mortgage Loans is at least equal to the total
amount of such Mortgage Loans.
28. Releases of Mortgaged Properties. No Mortgage Note or Mortgage
requires the mortgagee to release all or any material portion of the related
Mortgaged Property from the lien of the related Mortgage except upon (i)
payment in full of all amounts due under the related Mortgage Loan or (ii)
delivery of "government securities" within the meaning of Section 2(a)(16) of
the Investment Company Act of 1940, as amended (the "Investment Company Act"),
in connection with a defeasance of the related Mortgage Loan; provided that
the Mortgage Loans that are Crossed Loans, and the other individual Mortgage
Loans secured by multiple parcels, may require the respective mortgagee(s) to
grant releases of portions of the related Mortgaged Property or the release of
one or more related Mortgaged Properties upon (i) the satisfaction of certain
legal and underwriting requirements or (ii) the payment of a release price in
connection therewith; and provided, further, that certain Crossed Groups or
individual Mortgage Loans secured by multiple parcels may permit the related
Mortgagor to obtain the release of one or more of the related Mortgaged
Properties by substituting comparable real estate property, subject to, among
other conditions precedent, receipt of confirmation from each Rating Agency
that such release and substitution will not result in a qualification,
downgrade or withdrawal of any of its then-current ratings of the
Certificates; and provided, further, that any Mortgage Loan may permit the
unconditional release of one or more unimproved parcels of land to which the
Seller did not give any material value in underwriting the Mortgage Loan.
29. Defeasance. Each Mortgage Loan that contains a provision for any
defeasance of mortgage collateral permits defeasance (i) no earlier than two
years following the Closing Date and (ii) only with substitute collateral
constituting "government securities" within the meaning of Section 2(a)(16) of
the Investment Company Act. To the Seller's knowledge, the provisions of each
such Mortgage Loan, if any, permitting defeasance are only for the purpose of
facilitating the disposition of a Mortgaged Property and are not part of an
arrangement to collateralize a REMIC offering with obligations that are not
real estate mortgages.
30. Defeasance and Assumption Costs. If any Mortgage Loan permits
defeasance, then the related Mortgage Loan documents provide that the related
Mortgagor is responsible for the payment of all reasonable costs and expenses
associated with defeasance incurred by the related mortgagee, including Rating
Agency fees. If any Mortgage Loan permits assumptions, then the related
Mortgage Loan documents provide that the related Mortgagor is responsible for
all reasonable costs and expenses associated with an assumption incurred by
the related mortgagee.
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31. Fixed Rate Loans. Each Mortgage Loan bears interest at a rate
that remains fixed throughout the remaining term of such Mortgage Loan, except
in the case of an ARD Loan after its Anticipated Repayment Date and except for
the imposition of a default rate.
32. Inspection. The Seller or an affiliate thereof inspected, or
caused the inspection of, the related Mortgaged Property within the preceding
twelve (12) months.
33. No Material Default. To the Seller's knowledge, there exists no
material default, breach, violation or event of acceleration under the
Mortgage Note or Mortgage for any Mortgage Loan (other than payments due but
not yet 30 days or more delinquent); provided, however, that this
representation and warranty does not cover any default, breach, violation or
event of acceleration that pertains to or arises out of the subject matter
otherwise covered by any other representation and warranty made by the Seller
in this Schedule I.
34. Due-on-Sale. The Mortgage, Mortgage Note or loan agreement for
each Mortgage Loan contains a "due-on-sale" clause, which provides for the
acceleration of the payment of the unpaid principal balance of such Mortgage
Loan if, without the prior written consent of the holder of such Mortgage,
either the related Mortgaged Property, or any direct controlling equity
interest in the related Mortgagor, is transferred or sold, other than by
reason of family and estate planning transfers, transfers by devise or descent
or by operation of law upon death, transfers of less than a controlling
interest in the Mortgagor, transfers of shares in public companies, issuance
of non-controlling new equity interests, transfers to an affiliate meeting the
requirements of the Mortgage Loan, transfers among existing members, partners
or shareholders in the Mortgagor, transfers among affiliated Mortgagors with
respect to cross-collateralized Mortgage Loans or multi-property Mortgage
Loans, transfers among co-Mortgagors, transfers of worn-out or obsolete
furniture, furnishings and equipment or transfers of a similar nature to the
foregoing meeting the requirements of the Mortgage Loan.
35. Single Purpose Entity. The Mortgagor on each Mortgage Loan with
a Cut-off Date Balance of $5,000,000 or more, was, as of the origination of
the Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single
Purpose Entity" shall mean an entity, other than an individual, whose
organizational documents provide substantially to the effect that it was
formed or organized solely for the purpose of owning and operating one or more
of the Mortgaged Properties securing the Mortgage Loans and prohibit it from
engaging in any business unrelated to such Mortgaged Property or Properties,
and whose organizational documents further provide, or which entity
represented in the related Mortgage Loan documents, substantially to the
effect that it does not have any material assets other than those related to
its interest in and operation of such Mortgaged Property or Properties, or any
indebtedness other than as permitted by the related Mortgage(s) or the other
related Mortgage Loan documents, that it has its own books and records and
accounts separate and apart from any other person, that it holds itself out as
a legal entity (separate and apart from any other person), that it will not
guarantee or assume the debts of any other person, that it will not commingle
assets with affiliates, and that it will not transact business with affiliates
(except to the extent required by any cash management provisions of the
related Mortgage Loan documents) except on an arm's-length basis.
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36. Whole Loan. Each Mortgage Loan is a whole loan and not a
participation interest in a mortgage loan.
37. Tax Parcels. Each Mortgaged Property constitutes one or more
complete separate tax lots or is subject to an endorsement under the related
Title Policy insuring same, or in certain instances an application has been
made to the applicable governing authority for creation of separate tax lots,
which shall be effective for the next tax year.
38. ARD Loans. Each ARD Loan requires scheduled monthly payments of
principal. If any ARD Loan is not paid in full by its Anticipated Repayment
Date, and assuming it is not otherwise in default, (i) the rate at which such
ARD Loan accrues interest will increase by at least two (2) percentage points
and (ii) the related Mortgagor is required to enter into a lockbox arrangement
on the ARD Loan whereby all revenue from the related Mortgaged Property shall
be deposited directly into a designated account controlled by the applicable
servicer.
39. Security Interests. A UCC financing statement has been filed
and/or recorded, or submitted for filing and/or recording (or submitted to a
title company pursuant to escrow instructions), in all places necessary to
perfect (to the extent that the filing of such a UCC financing statement can
perfect such a security interest) a valid security interest in the personal
property of the related Mortgagor granted under the related Mortgage. If any
Mortgaged Property securing a Mortgage Loan is operated as a hospitality
property, then (a) the security agreements, financing statements or other
instruments, if any, related to the Mortgage Loan secured by such Mortgaged
Property establish and create a valid security interest in all items of
personal property owned by the related Mortgagor which are material to the
conduct in the ordinary course of the Mortgagor's business on the related
Mortgaged Property, subject only to purchase money security interests,
personal property leases and security interests to secure revolving lines of
credit and similar financing; and (b) one or more UCC financing statements
covering such personal property have been filed or recorded (or have been sent
for filing or recording or submitted to a title company pursuant to escrow
instructions) wherever necessary to perfect under applicable law such security
interests (to the extent a security interest in such personal property can be
perfected by the filing of a UCC financing statement under applicable law).
The related assignment of such security interest (but for insertion of the
name of the assignee and any related information which is not yet available to
the Seller) executed and delivered in favor of the Trustee constitutes a
legal, valid and, subject to the limitations and exceptions set forth in
representation 13 hereof, binding assignment thereof from the relevant
assignor to the Trustee. Notwithstanding any of the foregoing, no
representation is made as to the perfection of any security interest in rents
or other personal property to the extent that possession or control of such
items or actions other than the filing of UCC Financing Statements are
required in order to effect such perfection.
40. Prepayment Premiums and Yield Maintenance Charges. Prepayment
Premiums and Yield Maintenance Charges payable with respect to each Mortgage
Loan, if any, constitute "customary prepayment penalties" within meaning of
Treasury Regulations Section 1.860G-1(b)(2).
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41. Commencement of Amortization. Except as disclosed in the
Prospectus Supplement, each Mortgage Loan begins to amortize prior to its
Stated Maturity Date or, in the case of an ARD Loan, prior to its Anticipated
Repayment Date.
42. Servicing Rights. Except as provided in the Pooling and
Servicing Agreement, any permitted subservicing agreements and servicing
rights purchase agreements pertaining thereto, no Person has been granted or
conveyed the right to service any Mortgage Loan or receive any consideration
in connection therewith which will remain in effect after the Closing Date.
43. Recourse. The related Mortgage Loan documents contain provisions
providing for recourse against the related Mortgagor, a principal of such
Mortgagor or an entity controlled by a principal of such Mortgagor, for
damages, liabilities, expenses or claims sustained in connection with the
Mortgagor's fraud, material (or, alternatively, intentional)
misrepresentation, waste or misappropriation of any tenant security deposits
(in some cases, only after foreclosure or an action in respect thereof), rent
(in some cases, only after an event of default), insurance proceeds or
condemnation awards. The related Mortgage Loan documents contain provisions
pursuant to which the related Mortgagor, a principal of such Mortgagor or an
entity controlled by a principal of such Mortgagor, has agreed to indemnify
the mortgagee for damages resulting from violations of any applicable
environmental laws.
44. Assignment of Collateral. There is no material collateral
securing any Mortgage Loan that is not being assigned to the Purchaser.
45. Fee Simple Interest. Unless such Mortgage Loan is secured in
whole or in part by a Ground Lease and is therefore the subject of
representation 18, the interest of the related Mortgagor in the Mortgaged
Property securing each Mortgage Loan is a fee simple interest in real property
and the improvements thereon.
46. Escrows. All escrow deposits (including capital improvements and
environmental remediation reserves) relating to any Mortgage Loan that were
required to be delivered to the lender under the terms of the related Mortgage
Loan documents, have been received and, to the extent of any remaining
balances of such escrow deposits, are in the possession or under the control
of Seller or its agents (which shall include the Master Servicer). All such
escrow deposits are being conveyed hereunder to the Purchaser. Any and all
material requirements under each Mortgage Loan as to completion of any
improvements and as to disbursement of any funds escrowed for such purpose,
which requirements were to have been complied with on or before the date
hereof, have been complied with in all material respects or, if and to the
extent not so complied with, the escrowed funds (or an allocable portion
thereof) have not been released except in accordance with the terms of the
related loan documents.
47. Operating Statements. In the case of each Mortgage Loan, the
related Mortgage or another Mortgage Loan document requires the related
Mortgagor, in some cases at the request of the lender, to provide the holder
of such Mortgage Loan with at least quarterly operating statements and rent
rolls (if there is more than one tenant) for the related Mortgaged Property
and annual financial statements of the related Mortgagor, and with such other
information as may be required therein.
I-15
48. Grace Period. With respect to each Mortgage Loan, the related
Mortgage, Mortgage Note or loan agreement provides a grace period for
delinquent monthly payments no longer than fifteen (15) days from the
applicable Due Date or five (5) days from notice to the related Mortgagor of
the default.
49. Disclosure to Environmental Insurer. If the Mortgaged Property
securing any Mortgage Loan identified on Annex C as being covered by a secured
creditor impaired property policy, then the Seller:
(i) has disclosed, or is aware that there has been disclosed, in the
application for such policy or otherwise to the insurer under such policy the
"pollution conditions" (as defined in such policy) identified in any
environmental reports related to such Mortgaged Property which are in the
Seller's possession or are otherwise known to the Seller; or
(ii) has delivered or caused to be delivered to the insurer under
such policy copies of all environmental reports in the Seller's possession
related to such Mortgaged Property;
in each case to the extent that the failure to make any such disclosure or
deliver any such report would materially and adversely affect the Purchaser's
ability to recover under such policy.
50. No Fraud. No fraud with respect to a Mortgage Loan has taken
place on the part of the Seller or any affiliated originator in connection
with the origination of any Mortgage Loan.
51. Servicing. The servicing and collection practices used with
respect to each Mortgage Loan in all material respects have met customary
standards utilized by prudent commercial mortgage loan servicers with respect
to whole loans.
52. Appraisal. In connection with its origination or acquisition of
each Mortgage Loan, the Seller obtained an appraisal of the related Mortgaged
Property, which appraisal is signed by an appraiser, who, to the Seller's
knowledge, had no interest, direct or indirect, in the Mortgaged Property or
the Mortgagor or in any loan made on the security thereof, and whose
compensation is not affected by the approval or disapproval of the Mortgage
Loan; the appraisal, or a letter from the appraiser, states that such
appraisal satisfies the requirements of the "Uniform Standards of Professional
Appraisal Practice" as adopted by the Appraisal Standards Board of the
Appraisal Foundation, all as in effect on the date the Mortgage Loan was
originated.
53. Origination of the Mortgage Loans. The Seller originated all of
the Mortgage Loans.
I-16
Annex A (to Schedule I)
Exceptions to the Representations and Warranties
Representation #2 - Ownership of the Mortgage Loans
---------------------------------------------------
---------------------------- ------------------------------------ ----------------------------------------------------
Loan Number Loan Name Description of Exception
---------------------------- ------------------------------------ ----------------------------------------------------
8, 32, 23, 48, 51 and 1 Prium Office Portfolio II, 844 Each Mortgage Loan that will be included in the
Front Street, Hilton Garden Inn - Trust is, individually or together with another
Fairfax, Hilton Garden Inn - Boca mortgage loan with which it is pari passu (in
Raton, Hilton Garden Inn - Miramar the case of The Westchester) in right of
and The Westchester payment, a senior loan in a multiple loan
structure comprised of two or more mortgage
loans that will be included in the Trust, all
of which (whether or not included in the Trust)
are secured by the same mortgage instrument and
are cross-defaulted.
---------------------------- ------------------------------------ ----------------------------------------------------
Representation #4 - Lien; Valid Assignment
------------------------------------------
---------------------------- ------------------------------------ ----------------------------------------------------
Loan Number Loan Name Description of Exception
---------------------------- ------------------------------------ ----------------------------------------------------
8, 32, 23, 48, 51 and 1 Prium Office Portfolio II, 844 Each Mortgage Loan that will be included in the
Front Street, Hilton Garden Inn - Trust is, individually or together with another
Fairfax, Hilton Garden Inn - Boca mortgage loan with which it is pari passu (in
Raton, Hilton Garden Inn - Miramar the case of The Westchester) in right of
and The Westchester payment, a senior loan in a multiple loan
structure comprised of two or more mortgage
loans that will be included in the Trust, all
of which (whether or not included in the Trust)
are secured by the same mortgage instrument and
are cross-defaulted.
---------------------------- ------------------------------------ ----------------------------------------------------
2 000 Xxxxx Xxxxxx The Mortgage constitutes a first priority lien
upon the subleasehold estate of the related
Mortgaged Property, subject to the Permitted
Encumbrances, one of which is a mortgage on the
leasehold estate of the related Mortgaged Property
currently held by an affiliate of the related
Mortgagor, which leasehold mortgage has been
collaterally assigned to the Seller and
constitutes a portion of the collateral for
---------------------------- ------------------------------------ ----------------------------------------------------
---------------------------- ------------------------------------ ----------------------------------------------------
the related Mortgage Loan.
---------------------------- ------------------------------------ ----------------------------------------------------
Representation #5 - Assignment of Leases and Rents
--------------------------------------------------
---------------------------- ------------------------------------ ----------------------------------------------------
Loan Number Loan Name Description of Exception
---------------------------- ------------------------------------ ----------------------------------------------------
8, 32, 23, 48, 51 and 1 Prium Office Portfolio II, 844 Each Mortgage Loan that will be included in the
Front Street, Hilton Garden Inn - Trust is, individually or together with another
Fairfax, Hilton Garden Inn - Boca mortgage loan with which it is pari passu (in
Raton, Hilton Garden Inn - Miramar the case of The Westchester) in right of
and The Westchester payment, a senior loan in a multiple loan
structure comprised of two or more mortgage
loans that will be included in the Trust, all
of which (whether or not included in the Trust)
are secured by the same mortgage instrument and
are cross-defaulted.
In each case, the security interest created by
the related Mortgage and any separate security
instrument are for the benefit of the holder of
the senior Mortgage Loan that will be included
in the Trust and the holders of the other
mortgage loan(s) in the related multiple note
structure, which will not be included in the
Trust.
In each case, the security interest created by
any Assignment of Leases (whether as a separate
document or as part of the related Mortgages)
are for the benefit of the holders of the
senior Mortgage Loan that will be included in
the Trust and the holders of the other mortgage
loan(s) in the related multiple note structure,
which will not be included in the Trust.
---------------------------- ------------------------------------ ----------------------------------------------------
Representation #7 - Condition of Property; Condemnation
-------------------------------------------------------
---------------------------- ------------------------------------ ----------------------------------------------------
Loan Number Loan Name Description of Exception
---------------------------- ------------------------------------ ----------------------------------------------------
5 U-Haul Center Xxxxx Blvd. The North Carolina Department of Transportation
(NCDOT) informed the borrower by letter dated June
13, 2002, that the subject property was included
in a Transportation Improvement Program (TIP)
(which, according to the letter is a 7-
---------------------------- ------------------------------------ ----------------------------------------------------
---------------------------- ------------------------------------ ----------------------------------------------------
year plan developed by the NCDOT every 2 years)
that identifies the transportation needs of the
state. The TIP outlines proposed improvements
to existing facilities as well as new
facilities to be constructed. The borrower was
notified that engineers, surveyors, geologists
and others representing NCDOT would be working
on or near the borrower's property for the next
several months collecting data necessary for
the design of the transportation facility
identified. The letter also stated that the
specific area in which NCDOT representatives
would work does not necessarily indicate the
final location or extent of the proposed
improvement. The borrower has informed the
Seller that they have not received any further
notices or correspondence from NCDOT since the
initial letter.
---------------------------- ------------------------------------ ----------------------------------------------------
0 X-Xxxx Xxxxxx Xxxx Xxx Xxxx has requested for an easement to maintain
improvements in connection with its street
revitalization project. The City is in the design
phase project. No additional information has been
provided in connection with the proposed easement
(for example, size, location etc).
---------------------------- ------------------------------------ ----------------------------------------------------
Representation #8 - Title Insurance
-----------------------------------
---------------------------- ------------------------------------ ----------------------------------------------------
Loan Number Loan Name Description of Exception
---------------------------- ------------------------------------ ----------------------------------------------------
8, 32, 23, 48, 51 and 1 Prium Office Portfolio II, 844 Each Mortgage Loan that will be included in the
Front Street, Hilton Garden Inn - Trust is, individually or together with another
Fairfax, Hilton Garden Inn - Boca mortgage loan with which it is pari passu (in
Raton, Hilton Garden Inn - Miramar the case of The Westchester) in right of
and The Westchester payment, a senior loan in a multiple loan
structure comprised of two or more mortgage
loans that will be included in the Trust, all
of which (whether or not included in the Trust)
are secured by the same mortgage instrument and
are cross-defaulted. In each case, only the
right, title and interest of the Seller in the
senior Mortgage Loan identified on the Mortgage
Loan Schedule
---------------------------- ------------------------------------ ----------------------------------------------------
---------------------------- ------------------------------------ ----------------------------------------------------
is being conveyed to the Purchaser.
---------------------------- ------------------------------------ ----------------------------------------------------
Representation #10 - Mortgage Provisions
----------------------------------------
---------------------------- ------------------------------------ ----------------------------------------------------
Loan Number Loan Name Description of Exception
---------------------------- ------------------------------------ ----------------------------------------------------
17, 70, 49, 22, and 00 Xxxxx'x Xxxxx, Xxxxxxx Xxxxxxx at The loan documents provide that the Borrower
Rockrimmon, Aurora Square, North shall only be obligated to purchase as much
Hills Shopping Center and terrorism insurance coverage as is available at
Walgreens - New Brunswick a rate not to exceed two times the cost as of
the date of closing of a separate insurance
policy providing such coverage.
---------------------------- ------------------------------------ ----------------------------------------------------
Representation #14 - Insurance
------------------------------
---------------------------- ------------------------------------ ----------------------------------------------------
Loan Number Loan Name Description of Exception
---------------------------- ------------------------------------ ----------------------------------------------------
78, 107 and 00 Xxxxxxxxx - Xxxxxxxx, Xxxxxxxxx The Mortgage Loan documents provide that
Houston and Walgreens - New Walgreens & Co. may self-insure with respect to
Brunswick the related Mortgage Property provided certain
conditions set forth in the Mortgage are met.
Walgreens is in fact self-insuring with respect
to this property therefore, a separate policy
of terrorism insurance was not required.
---------------------------- ------------------------------------ ----------------------------------------------------
50 Carmax Louisville Kentucky The related Mortgagor is not expressly required to
obtain and maintain terrorism insurance. However,
the related Mortgagor is required to obtain such
other insurance coverages as may from time to time
be required by the lender and which are
customarily required by institutional lenders for
similar properties, similarly situated which, at
the time are commonly insured against and
generally available, as determined by the lender
in its reasonable discretion. Additionally, the
related Mortgagor is obligated to carry such
insurance coverage as the lender may from time to
time require if the failure to carry such
insurance shall result in a downgrade,
qualification or withdrawal of any class of
securities issued in connection with a
securitization of the related Mortgage Loan.
---------------------------- ------------------------------------ ----------------------------------------------------
85 1401 Walnut The related Mortgaged Property is a
---------------------------- ------------------------------------ ----------------------------------------------------
---------------------------- ------------------------------------ ----------------------------------------------------
subject to a Declaration of Estates (the
"Declaration"). The related Mortgage Loan
Documents provide that to the extent the
Facilities Manager (as defined in the
Declaration) in accordance with the Declaration
is maintaining insurance of the type described
in the related Mortgage Loan Documents, on a
primary and non-concurrent basis and such
insurance complies with the requirements of the
related Mortgage Loan Documents and is
otherwise acceptable to Lender, the related
Mortgagor shall be deemed to be in compliance
with the related Mortgage Loan Documents so
long as the Facilities Manager maintains such
insurance in accordance with the Declaration
and the Related Mortgage Loan Documents and
Lender receives evidence satisfactory to Lender
of the terms and conditions of such coverage.
In the event the insurance which is maintained
by the Facilities Manager does not comply with
the related Mortgage Loan Documents, the
related Mortgagor is obligated to cause the
Facilities Manager to make the necessary
changes in order to bring all insurance
policies into compliance with the related
Mortgage Loan Documents. In the event any such
policy(ies) cannot be brought into compliance
with the related Mortgage Loan Documents, the
related Mortgagor must obtain an additional
policy(ies) on an excess and contingent basis
(the "Excess Insurance") which will insure any
gaps in coverage between the coverage obtained
under the insurance policies obtained by the
Facilities Manger and the insurance required
under the related Mortgage Loan Documents which
such Excess Insurance shall be acceptable to
Lender in its sole and absolute discretion.
Lender must receive evidence satisfactory to
Lender of the terms and conditions of such
coverage. Lender must further receive
confirmation in writing from the insurance
carrier
---------------------------- ------------------------------------ ----------------------------------------------------
issuing the Excess Insurance that such Excess
Insurance is on an excess and contingent
basis.
---------------------------- ------------------------------------ ----------------------------------------------------
17, 70, 49, 22 and 00 Xxxxx'x Xxxxx, Xxxxxxx Xxxxxxx at The loan documents provide that the related
Rockrimmon, Aurora Square, North borrower shall only be obligated to purchase as
Hills Shopping Center and much terrorism insurance coverage as is
Walgreens - New Brunswick available at a rate not to exceed two times the
cost as of the date of closing of a separate
insurance policy providing such coverage.
---------------------------- ------------------------------------ ----------------------------------------------------
Xxxxxxxxxxxxxx #00 - Xxxxxxxxx Xxxxxx Only
------------------------------------------
---------------------------- ------------------------------------ ----------------------------------------------------
Loan Number Loan Name Description of Exception
---------------------------- ------------------------------------ ----------------------------------------------------
2 000 Xxxxx Xxxxxx
(ii) Ground Lease: Leasehold mortgage is
currently held by an affiliate of the related
Mortgagor, and collaterally assigned to Seller.
Ground Sublease: Subject to the ground lease
and the ground lease mortgage currently held by
an affiliate of the related Mortgagor, and
collaterally assigned to Seller.
(iii) Ground Lease and Ground Sublease: In
addition to notice to lessor, other conditions
precedent to assignment include: (i) there is
no existing event of default under the lease;
(ii) the assignee unconditionally assumes the
applicable lease and lessee's obligations
thereunder; (iii) a duplicate original of the
assumption agreement is delivered to lessor and
(iv) lessor is delivered proof of the recording
of such assignment and assumption promptly
after the recording of same.
(v) Ground Lease and Ground Sublease: Neither
expressly contains the second clause of the
representation. Both provide, however, that no
notice of default shall be deemed to have been
duly given to tenant unless a copy shall be
sent to
---------------------------- ------------------------------------ ----------------------------------------------------
mortgagee.
(vii) Ground Lease: Initial term expires in
June 28, 2033 (18 years beyond the stated
maturity date); provided, however, term is
subject to 5 10-year extension options,
exercisable by tenant. Ground Sublease: Initial
term expires in June 30, 2023 (8 years beyond
the stated maturity date); no extension
options. The related Mortgagor has the right
under the Ground Sublease to cause the an
affiliate to purchase the leasehold interest in
the Ground Lease during the one-year period
commencing on June 30, 2010 at price equal to
$46,000,000, of which $1 million may be paid in
certain limited partnership interests in such
affiliate. At closing, the related Mortgagor
will be required to deposit with Seller, in the
form of cash or a letter of credit, the amount
by which the exercise price is greater than the
outstanding leasehold mortgage debt on the
Ground Lease
(xi) Ground Lease and Ground Sublease: Neither
expressly contains the second clause of the
representation. The loan documents, however,
prohibit amendments and modifications to the
Ground Lease and the Ground Sublease without
the consent of the mortgagee.
---------------------------- ------------------------------------ ----------------------------------------------------
Representation #23 - Other Mortgage Liens
-----------------------------------------
---------------------------- ------------------------------------ ----------------------------------------------------
Loan Number Loan Name Description of Exception
---------------------------- ------------------------------------ ----------------------------------------------------
8, 32, 23, 48, 51 and 1 Prium Office Portfolio II, 844 Each Mortgage Loan that will be included in the
Front Street, Hilton Garden Inn - Trust is, individually or together with another
Fairfax, Hilton Garden Inn - Boca mortgage loan with which it is pari passu (in
Raton, Hilton Garden Inn - Miramar the case of The Westchester) in right of
and The Westchester payment, a senior loan in a multiple loan
structure comprised of two or more mortgage
loans that will be included in the Trust, all
of which (whether or not included in the Trust)
are
---------------------------- ------------------------------------ ----------------------------------------------------
---------------------------- ------------------------------------ ----------------------------------------------------
secured by the same mortgage instrument and are
cross-defaulted.
---------------------------- ------------------------------------ ----------------------------------------------------
---------------------------- ------------------------------------ ----------------------------------------------------
All Loans While not specifically referring to rating
agency fees, the related Mortgage Loan
documents require that the Mortgagor pay the
lender's costs in connection with the related
Mortgagor seeking the lender's consent to an
encumbrance.
---------------------------- ------------------------------------ ----------------------------------------------------
000 Xxxxx Xxxxxx Xxxxxx The Loan was split into two separate loans in the
following amounts: $9,974,000 ("Loan A") and
$1,776,000 ("Loan B"). Yorba Canyon Partners, LLC
and Wailea Property Partners, LLC, jointly and
severally as tenants in common, are the Borrowers
under both Loans. Loan A is secured by Parcels 2,
4 and 6 of the Yorba Canyon Shopping Center, which
consist of three separate buildings containing
office and retail uses. Loan B is secured by
Parcel 5, which consists of one office building.
Loan A and Loan B are cross-defaulted and
cross-collateralized pursuant to a Cross-Default,
Cross-Collateralization and Contribution Agreement
(the "Cross Agreement") executed as one of the
Loan Documents. The Cross Agreement provides,
inter alia, that a default under either Loan A or
Loan B is a default under the under each Loan, and
permits Lender to enforce its remedies against
either or both Properties and all other collateral
securing the Loans.
---------------------------- ------------------------------------ ----------------------------------------------------
00 Xxxxxxxxx - Xxx Xxxxxxxxx The ground lessor's fee interest is encumbered by
a mortgage that is subordinated to the ground
lease.
---------------------------- ------------------------------------ ----------------------------------------------------
Representation #26 - Licenses and Permits
-----------------------------------------
---------------------------- ------------------------------------ ----------------------------------------------------
Loan Number Loan Name Description of Exception
---------------------------- ------------------------------------ ----------------------------------------------------
000 Xxxxx Xxxxxx Xxxxxx Borrower did not produce certificates of occupancy
for four tenants prior to closing. The four
tenants are Xx. Xxxx, D&E Xxxxxx Enterprises,
Xxxxxxxxx & Xxxxxx, Optometrists, and Xxxx Xxx &
---------------------------- ------------------------------------ ----------------------------------------------------
---------------------------- ------------------------------------ ----------------------------------------------------
Xxxxx Xxx. Pursuant to an Undelivered Items
Letter Agreement, Borrower is obligated to use its
best efforts to obtain and deliver to Lender the
four certificates of occupancy. Borrower and
Xxxxx Xxx are and remain personally liable for any
losses incurred by Lender as a result of a failure
to obtain and deliver the certificates of
occupancy.
---------------------------- ------------------------------------ ----------------------------------------------------
Representation #30 - Defeasance and Assumption of Costs
-------------------------------------------------------
---------------------------- ------------------------------------ ----------------------------------------------------
Loan Number Loan Name Description of Exception
---------------------------- ------------------------------------ ----------------------------------------------------
All loans except loan All Loans (except 000 Xxxxx Xxxxxx) While not specifically referring to rating
number 2 agency fees, the related Mortgage Loan
documents require that the Mortgagor pay the
lender's costs in connection with a defeasance.
---------------------------- ------------------------------------ ----------------------------------------------------
Representation #34 - Due-on-Sale
--------------------------------
---------------------------- ------------------------------------ ----------------------------------------------------
Loan Number Loan Name Description of Exception
---------------------------- ------------------------------------ ----------------------------------------------------
50 Carmax Louisville Kentucky The related Mortgage Loan documents provide for
Permitted Transfers to up to 10 tenants-in-common
post-closing provided each tenant in common
executes the lender's form of Loan Assumption and
Modification Agreement and each principal of each
such tenant in common executes the lender's form
of Indemnity and Guaranty Agreement limited to
acts of applicable tenant in common borrower.
---------------------------- ------------------------------------ ----------------------------------------------------
1 The Westchester The loan documents permit the property or direct
or indirect interests to be sold to a Permitted
Owner (defined as certain institutions that have
specified net worth tests and other requirements.
---------------------------- ------------------------------------ ----------------------------------------------------
2 000 Xxxxx Xxxxxx The related Mortgage Loan documents permit the
following transfers: (a) transfers in the ordinary
course of business of limited partnership units in
the operating partnership sponsor of the related
Mortgagor, (b) a merger, or sale of all or
substantially all of the assets, of the REIT
parent entity of the related Mortgagor or such
operating partnership
---------------------------- ------------------------------------ ----------------------------------------------------
---------------------------- ------------------------------------ ----------------------------------------------------
so long as prior notice is given, and all
requested information is delivered, to such
holder, rating agency confirmation is obtained
and the related Mortgagor pays all reasonable
out-of-pocket expenses incurred by such holder
and (c) a merger of such parent or such
operating partnership with an approved merging
entity (defined as certain persons that meet
certain management, experience, total assets
and capital surplus tests), provided that,
other than rating agency confirmation, the
conditions of clause (b) above are satisfied.
---------------------------- ------------------------------------ ----------------------------------------------------
Representation #35 - Single Purpose Entity
------------------------------------------
---------------------------- ------------------------------------ ----------------------------------------------------
Loan Number Loan Name Description of Exception
---------------------------- ------------------------------------ ----------------------------------------------------
15 and 00 Xxxxxx Xxxx Xxxxxxx and Serendipity The organizational documents of the borrowing
entity do not limit the purpose of the entity to
the ownership and operation of the Mortgaged
Property and provide that the entity may engage in
any or all lawful business for which corporations
may be incorporated under the Florida statutes.
The borrowing entity covenanted in the loan
documents that it shall not engage in any business
other than the ownership and operating of the
Mortgaged Property.
---------------------------- ------------------------------------ ----------------------------------------------------
Representation #37 - Tax Parcels
--------------------------------
---------------------------- ------------------------------------ ----------------------------------------------------
Loan Number Loan Name Description of Exception
---------------------------- ------------------------------------ ----------------------------------------------------
76 Walgreens - New Brunswick The Mortgaged Property shares a tax parcel with
adjacent parcels (owned by affiliates of the
mortgage borrower) which will be developed in
the future pursuant to a Redevelopment
Agreement with the City of New Brunswick and
the Mortgaged Property is subject to a PILOT
Agreement. The payments in lieu of taxes
("PILOT payments") attributable to the
Mortgaged Property are set forth in the PILOT
Agreement, however, if the PILOT
---------------------------- ------------------------------------ ----------------------------------------------------
---------------------------- ------------------------------------ ----------------------------------------------------
payments or taxes attributable to the other
parcels were not paid by their respective
owners, presumably the Mortgaged Property could
be sold in a tax sale by the City. At the time
of closing, the PILOT payments that will be due
with respect to the other parcels after they
are developed could not be determined with
certainty. The Mortgage Loan documents obligate
the borrower to pay or cause to be paid all
taxes that are due with respect to the entire
tax parcel (i.e., including the adjacent
parcels). The Mortgage Loan documents require
the borrower to cause the separation of the tax
parcels as soon as the City of New Brunswick
permits such separation, which may not occur
until the other parcels are developed. A
monthly tax escrow with required monthly
deposits was established for the Mortgaged
Property only (i.e., excluding the adjacent
parcels), with credit against such deposit
obligations for any sums which the Walgreen's
tenant is obligated to pay (or reimburse the
Mortgage Borrower for) and does pay (or
reimburse the Mortgage Borrower for), so long
as the Walgreen's maintains at least an "A+"
rating by Standard & Poor's Rating Service, no
Event of Default exists under the loan
documents or the Walgreen's lease and the
lender receives proof of payment of taxes for
the entire tax parcel (i.e., including the
adjacent parcels) at least 15 days prior to the
date same become due. An additional escrow of
$95,781.28 was established as additional
security for the Mortgage Borrower's obligation
to pay taxes under the loan documents (i.e.,
with respect to the entire tax parcel). In
addition, the loan guarantor (with significant
net worth) has guaranteed the payment of all
taxes with respect to the entire tax parcel.
Finally, the ground lessor's interest in the
Mortgaged Property and the other adjacent
parcels are encumbered by a mortgage
---------------------------- ------------------------------------ ----------------------------------------------------
---------------------------- ------------------------------------ ----------------------------------------------------
(which fee mortgage is subordinated to the
ground lease) and the lender holding such
mortgage has an interest in ensuring that taxes
are paid with respect to the entire tax parcel.
---------------------------- ------------------------------------ ----------------------------------------------------
Representation #39 - Security Interests
---------------------------------------
---------------------------- ------------------------------------ ----------------------------------------------------
Loan Number Loan Name Description of Exception
---------------------------- ------------------------------------ ----------------------------------------------------
8, 32, 23, 48, 51 and 1 Prium Office Portfolio II, 844 Each Mortgage Loan that will be included in the
Front Street, Hilton Garden Inn - Trust is, individually or together with another
Fairfax, Hilton Garden Inn - Boca mortgage loan with which it is pari passu (in
Raton, Hilton Garden Inn - Miramar the case of The Westchester) in right of
and The Westchester payment, a senior loan in a multiple loan
structure comprised of two or more mortgage
loans that will be included in the Trust, all
of which (whether or not included in the Trust)
are secured by the same mortgage instrument and
are cross-defaulted
The security interests created by the UCC
financing statement are for the benefit of the
holders of the senior Mortgage Loan that will
be included in the Trust and other mortgage
loans (that will not be included in the Trust)
that are part of the related multiple loan
structure.
---------------------------- ------------------------------------ ----------------------------------------------------
Representation #43 - Recourse
-----------------------------
---------------------------- ------------------------------------ ----------------------------------------------------
Loan Number Loan Name Description of Exception
---------------------------- ------------------------------------ ----------------------------------------------------
All loans except 79, 39 All Loans (except 12800-12830 Seal The related Mortgage Loan documents provide for
and 00 Xxxxx Xxxx., Xxx Xxxxx Xxxxx and recourse for damages, liabilities, expenses or
Holiday Inn Express - Xxxxxx) claims in connection with the Borrower's
intentional misconduct or gross negligence
conduct with respect to waste.
---------------------------- ------------------------------------ ----------------------------------------------------
48, 51 and 23 Hilton Garden Inn - Boca Raton, Non-recourse carveout for fraud and material
Hilton Garden Inn - Miramar and misrepresentation is limited if such fraud or
Hilton Garden Inn - Fairfax material misrepresentation is committed by an
agent or employee of the borrower or any
affiliate, then the borrower is liable so long
as the lender
---------------------------- ------------------------------------ ----------------------------------------------------
---------------------------- ------------------------------------ ----------------------------------------------------
reasonably relied on the actions of such agent
or employee.
---------------------------- ------------------------------------ ----------------------------------------------------
Representation #47 - Operating Statements
-----------------------------------------
---------------------------- ------------------------------------ ----------------------------------------------------
Loan Number Loan Name Description of Exception
---------------------------- ------------------------------------ ----------------------------------------------------
All loans except 79, 39 All Loans (except 12800-12830 The related Mortgage Loan documents require
and 00 Xxxx Xxxxx Xxxx., Xxx Xxxxx Plaza annual operating statements and rent roll "and
and Holiday Inn Express - Xxxxxx) such other information as may be requested"
---------------------------- ------------------------------------ ----------------------------------------------------
Annex B (to Schedule I)
Mortgaged Properties as to Which the Only Environmental
Investigations Conducted in Connection with the Origination of the
Related Mortgage Loan Were With Respect to Asbestos-Containing
Materials and Lead-Based Paint.
(Representation 12)
[None.]
Annex C (to Schedule I)
Mortgage Loans Covered By Secured Creditor Impaired Property
Environmental Insurance Policies
(Representations 12 and 49)
[None.]
SCHEDULE II
Mortgage Loan Schedule
SCHEDULE II (MLML MLPA)
-----------------------
Loan # Property Name Mortgage Property Type Address
Loan Seller
1 The Westchester MLML Retail 000 Xxxxxxxxxxx Xxxxxx
2 000 Xxxxx Xxxxxx XXXX Xxxxxx 000 Xxxxx Xxxxxx
3 Queen Ka'ahumanu Center MLML Retail 000 Xxxx Xx'xxxxxxx Xxxxxx
5 U-Haul Self Storage Portfolio I MLML Self Storage Various
5.01 U-Haul Center Nanuet MLML Self Storage 000 0xx Xxxxxx
5.02 U-Haul Mission Ave MLML Self Storage 000 Xxxx Xxxxxxx Xxxxxx
5.03 U-Haul Center Fairbanks MLML Self Storage 000 Xxxxxxx Xxxx
5.04 U-Haul Ctr El Cajon MLML Self Storage 0000 Xxxx Xxxx Xxxxxx
5.05 U-Haul Ctr Lakewood MLML Self Storage 0000 Xxxxxxxxx Xxxxxxxxx
5.06 U-Haul Rolling Acres MLML Self Storage 1570 X. Xxxx Boulevard
5.07 U-Haul West Maple MLML Self Storage 0000 Xxxxx Xxxxxx
5.08 U-Haul Center Midlothian MLML Self Storage 0000 Xxxxxxxxxx Xxxxxxxx
5.09 U-Haul Ctr Xxxxxx MLML Self Storage 0000 Xxxxxxx 00 XX
5.10 U-Haul Center Xxxxx Blvd MLML Self Storage 0000 Xxxxx Xxxxxxxxx
5.11 U-Haul Ct Hillsboro MLML Self Storage 0000 XX Xxxxxxx Xxxx
5.12 U-Haul Park Forest MLML Self Storage 0000 Xxxxxxx Xxxxxx
5.13 U-Haul Ct Good Hope MLML Self Storage 0000 Xxxx Xxxx Xxxx Xxxx
5.14 U-Haul Waterford MLML Self Storage 0000 Xxxxxxxxx Xxxx Xxxx
5.15 U-Haul Ctr Ridge Rd MLML Self Storage 0000 Xxxxx Xxxx Xxxx
5.16 U-Haul Center Of Elizabeth MLML Self Storage 0000 Xxxxxxx Xxxxxx
5.17 U-Haul Xxxxxxxxx Drive MLML Self Storage 0000 Xxxxxxxxx Xxxxx
5.18 U-Haul Center Watertown MLML Self Storage 19153 US Xxxxx 00
0.00 X-Xxxx Xxx Xxxx Xx XXXX Self Storage 0000 Xxxx Xxxxxx
5.20 U-Haul Schererville MLML Self Storage 0000 XX Xxxxx 00
5.21 U-Haul Xxxxxx I-70 MLML Self Storage 0000 Xxxxx Xxxxxx Xxxx
5.22 U-Haul Berrien MLML Self Storage 1529 M 139 Highway
5.23 U-Haul Center Of 64 East MLML Self Storage 0000 Xxx Xxxx Xxxxxx
5.24 U-Haul Little Creek MLML Self Storage 0000 Xxxxx Xxxxxxxx Xxxxxxx
5.25 U-Haul Center Waukegan MLML Self Storage 0000 Xxxxx Xxxxx Xxxxxx
5.26 U-Haul University MLML Self Storage 0000 Xxxxx Xxxxxx Road
5.27 U-Haul Ct Genesee MLML Self Storage 0000 Xxxxxxx Xxxxxx
5.28 U-Haul Academy Blvd MLML Self Storage 0000 Xxxxx Xxxxxxx Xxxxxxxxx
5.29 U-Haul Ctr Tustin MLML Self Storage 0000 Xx Xxxxxx Xxxx
5.30 U-Haul Ct Main St MLML Self Storage 0000 Xxxx Xxxxxx
5.31 U-Haul Circle City MLML Self Storage 000 Xxxx 0xx Xxxxxx
5.32 U-Haul Ctr Troy MLML Self Storage 1250 West Maple
5.33 U-Haul Keystone Pla MLML Self Storage 0000 Xxxxx Xxxxxxxx Xxxxxx
5.34 U-Haul Greenfield MLML Self Storage 000 Xxxxx 000xx Xxxxxx
5.35 U-Haul Frenchtown MLML Self Storage 0000 Xxxxx Xxxxxxxxx Xxxx
5.36 U-Haul Transit Road MLML Self Storage 0000 Xxxxxxx Xxxx
5.37 U-Haul Xxxxxxxx Xx MLML Self Storage 0000 Xxxxxxxx Xxxx
5.38 U-Haul Eastview MLML Self Storage 8045 Xxxxxxxxx Xxxxxx
5.39 U-Haul Niagara Fall MLML Self Storage 0000 Xxxxxxxx Xxxx
5.40 U-Haul Ctr Cache Rd MLML Self Storage 0000 XX Xxxxx Xxxx
5.41 U-Haul Ctr Midway MLML Self Storage 0000 Xxxx 00xx Xxxxxx
5.42 U-Haul Shadeland Av MLML Self Storage 0000 Xxxxx Xxxxxxxxx Xxxxxx
5.43 U-Haul Ctr Columbia MLML Self Storage 000 Xxxxxxxx Xxxx 70 West
5.44 U-Haul Ctr of Rome MLML Self Storage 000 Xxxx Xxxxxxxxx Xxxx
5.45 U-Haul Ctr Baseline MLML Self Storage 0000 Xxxx Xxxx Xxxx Xxxxxx
5.46 U-Haul Ct Of Auburn MLML Self Storage 000 Xxxxxx Xxx Xxxxx
5.47 U-Haul Center N Freeway MLML Self Storage 0000 Xxxxx Xxxxxxx Xxxx
5.48 U-Haul Ct Queen Cty MLML Self Storage 000 Xxxxx Xxxxxxxx Xxxx
5.49 U-Haul Ctr Anmoore MLML Self Storage XX 0 Xxx 000
5.50 U-Haul Center Janesville MLML Self Storage 0000 Xxxx Xxxxxxxxx Xxxxxx
5.51 U-Haul Ctr Fairview MLML Self Storage 00000 Xxxxxxxx Xxxxxx
5.52 U-Haul Center La Crosse MLML Self Storage 0000 Xxxx Xxxxxx
5.53 U-Haul Ct Roswell MLML Self Storage 0000 Xxxxx Xxxxxxxx Xxxxxx
5.54 U-Haul Crossroads MLML Self Storage 0000 Xxxxx Xxxx Xxxxxx
7 Norfolk Waterside Marriott MLML Hospitality 000 Xxxx Xxxx Xxxxxx
8 Prium Office Portfolio II MLML Office Various
8.01 Lacey DSHS XXXX Xxxxxx 000 Xxxxxxxx Xxxxxx Xxxx XX
8.02 Lacey Revenue MLML Office 0000 0xx Xxxxxx XX
8.03 Capitol Building MLML Office 0000 Xxxxxxx Xxxxxxxxx XX
8.04 Attorney General Building MLML Office 000 Xxxxxxxx Xxxxxx Xxxx XX
8.05 Wenatchee II XXXX Xxxxxx 000 Xxxxx Xxxxxxx Xxxxxx
8.06 Moses Lake Building MLML Office 0000 Xxxxx Xxxxxxx Xxx
8.07 Department of Corrections XXXX Xxxxxx 000 Xxxxxxxx Xxxxxx Xxxx XX
8.08 Seattle West MLML Office 0000 00xx Xxxxxx XX
8.09 Wenatchee I XXXX Xxxxxx 000 Xxxxxx Xxxxxx
8.10 Chehalis Building MLML Office 2025 NE Xxxxxx Avenue
8.11 Department of Licensing MLML Xxxxxx 000 Xxxxxxxx Xxxxxx Xxxx XX
00 Xxxxxx Xxxx Xxxxxxx MLML Manufactured Housing 0000 Xxxxxx Xxxx Xxxxx
17 Penney's Plaza MLML Retail 0000-00 Xxxxxxxxxx Xxxxxx
18 Missouri Falls MLML Office 000 Xxxx Xxxxxxxx Xxxxxx
19 Willow Creek Retail Center MLML Retail 42000 Ford Road
00 Xxxxxx'x Xxxx xx Xxxxxxxxxx XXXX Multifamily 000 Xxxxxx Xxxxxx
22 North Hills Shopping Center MLML Retail 00000 Xxxxxxxxxx Xxxxxx
23 Hilton Garden Inn - Fairfax MLML Hospitality 0000 Xxxx Xxxxx Xxxxx
24 8501 West Xxxxxxx MLML Office 0000 Xxxx Xxxxxxx Xxxx
26 Maricopa Fiesta Shopping Center MLML Retail 20928, 21104, 21116, 00000
Xxxxx Xxxx Xxxxx Xxxxxxx
32 000 Xxxxx Xxxxxx XXXX Retail 000 Xxxxx Xxxxxx
00 Xxxx X Go MLML Other 000 Xxxx Xxxxx Xxxx
37 The Village at Schneithorst's MLML Mixed Use 0000 Xxxxx Xxxxxxxxx Xxxxxxxxx
39 Van Buren Plaza MLML Retail 0000-0000 Xxx Xxxxx Xxxxxxxxx
40 Serendipity MLML Manufactured Housing 00000 XX Xxxxxxx 00
42 Big Curve Shopping Center MLML Retail 0000-0000 Xxxxx 0xx Xxxxxx;
000-000 Xxxx Xxxxxxxx Xxxxx;
000-000 Xxxx 00xx Xxxxxx;
000 Xxxx 00xx Xxxxxx
43 Occidental Business Center MLML Office 9400, 9410, 9420 and 0000
Xxxxxxx Xxxxxx Xxxxxxxxx
44 Holiday Inn Express - Hauppauge MLML Hospitality 2050 Express Drive South
47 Yorba Canyon Center - Retail MLML Retail 21430-21560 Xxxxx Xxxxx
Boulevard
48 Hilton Garden Inn - Boca Raton MLML Hospitality 0000 Xxxxxxxx Xxxxxx
49 Aurora Square MLML Retail 00000-000 Xxxxxxxxxxx Xxx
Xxxxx
00 Xxxxxx Xxxxxxxxxx Xxxxxxxx MLML Retail 0000 Xxxxxxxxx Xxxxxxx
51 Hilton Garden Inn - Miramar MLML Hospitality 14501 Xxxxx Xxxx
00 Xxxxx Xxx Xxx XXXX Retail 0000 Xxxxx Xxxxxxx Xxxxxxx
61 Decatur Xxxxx Shopping Center MLML Retail 0000 Xxxxx Xxxxxxx Xxxxxxxxx
62 Halekuai Center MLML Mixed Use 563-565 Xxxxxxxxxx Highway
64 Harcourt Club MLML Multifamily 0000 Xxxx 00xx Xxxxxx
65 Ocoee Town Square MLML Retail 00000 Xxxx Xxxxxxxx Xxxxx
69 Olympia Plaza MLML Retail 000 Xxxx Xxx Xxx Xxxx
70 Safeway Village at Rockrimmon MLML Retail 000-000 Xxxxxxx Xxxxxx Xxxxx
00 Xxxxxxxxx - Xxx Xxxxxxxxx MLML Retail 00 Xxxxxx Xxxxxx
00 Xxxxxxxxx - Xxxxxxxx XXXX Retail 0000 Xxxxxxxxx Xxxxxxxxxx
Xxxxxxxxx
79 12800-12830 Xxxx Xxxxx Xxxxxxxxx XXXX Xxxxxx 00000-00000 Xxxx Xxxxx
Xxxxxxxxx
00 Xxxxxxx Marketplace MLML Retail 000-000 Xxxx Xxxx
00 Mega Play Plaza MLML Retail 5269 West Irlo Xxxxxxx Highway
84 Meridian Marketplace MLML Retail 0000 Xxxxx Xxxxxxxx Xxxxxx
85 1401 Walnut MLML Retail 0000 Xxxxxx Xxxxxx
88 Xxxx Street Center MLML Retail 000 Xxxxx Xxxx Xxxxxx
93 Holiday Inn Express - Xxxxxx MLML Hospitality 000 Xxxxx Xxxx Xxxxxx
101 Wal-Mart Las Cruces MLML Retail 0000 Xxxx Xxxxxx Xxxxxx
000 Xxxxxxxx Xxxx Self Storage MLML Self Storage 0000 Xxxxxxxxx Xxxxxxxx Xxxx
105 0000 Xxxxx Xxxxxxx Xxxxxx XXXX Retail 0000 Xxxxx Xxxxxxx Xxxxxx
000 Xxxxxxxxx Xxxxxxx MLML Retail 00000 Xxxxxx-Xxxxx Xxxxxxx
Xxxx
109 Yorba Canyon Center - Office MLML Office 21580 Xxxxx Xxxxx Boulevard
Loan Level
Property Level
Loan # Property Name City County State Zip
Code
0 Xxx Xxxxxxxxxxx Xxxxx Xxxxxx Xxxxxxxxxxx XX 00000
2 000 Xxxxx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
0 Xxxxx Xx'xxxxxxx Xxxxxx Xxxxxxx Xxxx XX 00000
5 U-Haul Self Storage Portfolio I Various Various Various Various
5.01 X-Xxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxxx XX 00000
5.02 U-Haul Xxxxxxx Xxx Xxxxxxxxx Xxx Xxxxx XX 00000
5.03 U-Haul Center Fairbanks Fairbanks Fairbanks Xxxxx Xxxx XX 00000
5.04 U-Haul Ctr Xx Xxxxx Xx Xxxxx Xxx Xxxxx XX 00000
5.05 X-Xxxx Xxx Xxxxxxxx Xxxx Xxxxx Xxx Xxxxxxx XX 00000
5.06 U-Haul Rolling Acres Xxxxx Xxxxxx XX 00000
5.07 U-Haul Xxxx Xxxxx Xxxxx Xxxxxxx XX 00000
5.08 X-Xxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx Xxxxxxxxxxxx XX 00000
5.09 U-Haul Ctr Xxxxxx Xxxxxx Xxxxx XX 00000
5.10 X-Xxxx Xxxxxx Xxxxx Xxxx Xxxxxxxxxxxx Xxxxxxxxxx XX 00000
5.11 X-Xxxx Xx Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxx XX 00000
5.12 U-Haul Xxxx Xxxxxx Xxxx Xxxxxx Xxxx XX 00000
5.13 U-Haul Ct Good Hope Xxxxxxxxx Xxxxxxxxx XX 00000
5.14 U-Haul Waterford Xxxxxxxxx Xxxxxxx XX 00000
5.15 X-Xxxx Xxx Xxxxx Xx Xxxxxxxxx Xxxxxx XX 00000
5.16 U-Haul Center Xx Xxxxxxxxx Xxxxxxxxx Xxxxx XX 0000
5.17 U-Haul Xxxxxxxxx Xxxxx Xxxxxxxxxxx Xxxxxxxx XX 00000
5.18 X-Xxxx Xxxxxx Xxxxxxxxx Xxxxxxxxx Xxxxxxxxx XX 00000
5.19 X-Xxxx Xxx Xxxx Xx Xxxxxxxx Xxxxxxxxxxx XX 00000
5.20 U-Haul Schererville Xxxxxxxxxxxx Xxxx XX 00000
5.21 U-Haul Xxxxxx X-00 Xxxxxxxxxxxx Xxxxxxx XX 00000
5.22 U-Haul Xxxxxxx Xxxxxx Xxxxxx Xxxxxxx XX 00000
5.23 X-Xxxx Xxxxxx Xx 00 Xxxx Xxxxxxx Xxxx XX 00000
5.24 U-Haul Xxxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxx XX 00000
5.25 X-Xxxx Xxxxxx Xxxxxxxx Xxxxxxxx Xxxx XX 00000
5.26 U-Haul Xxxxxxxxxx Xxxxxxxxxx Xxxx Xxxxx Xxxxx XX 00000
5.27 X-Xxxx Xx Xxxxxxx Xxxxxxx Xxxx XX 00000
5.28 U-Haul Xxxxxxx Xxxx Xxxxxxxx Xxxxxxx Xx Xxxx XX 00000
5.29 X-Xxxx Xxx Xxxxxx Xxxxxx Xxxxxx XX 00000
5.30 U-Haul Ct Xxxx Xx Xxxxxxx Xxxx XX 00000
5.31 X-Xxxx Xxxxxx Xxxx Xxxxxx Xxxxxxxxx XX 00000
5.32 X-Xxxx Xxx Xxxx Xxxx Xxxxxxx XX 00000
5.33 U-Haul Xxxxxxxx Xxx Xxxxxxxxxxxx Xxxxxx XX 00000
5.34 U-Haul Greenfield Xxxx Xxxxx Xxxxxxxxx XX 00000
5.35 U-Haul Frenchtown Xxxxxx Xxxxxx XX 00000
5.36 U-Haul Xxxxxxx Xxxx Xxxxx Xxxx XX 00000
5.37 U-Haul Xxxxxxxx Xx Xxxxxxxxx Xxxxxxx Xxxxxxxx XX 00000
5.38 U-Haul Xxxxxxxx Xxxxxx Xxxxxxx XX 00000
5.39 U-Haul Xxxxxxx Xxxx Xxxxxxx Xxxxx Xxxxxxx XX 00000
5.40 X-Xxxx Xxx Xxxxx Xx Xxxxxx Xxxxxxxx XX 00000
5.41 X-Xxxx Xxx Xxxxxx Xxxxxxx Xxxx XX 00000
5.42 U-Haul Shadeland Xx Xxxxxxxxxxxx Xxxxxx XX 00000
5.43 U-Haul Ctr Columbia Columbia Xxxxx XX 00000
5.44 U-Haul Ctr of Rome Rome Xxxxxx XX 00000
5.45 X-Xxxx Xxx Xxxxxxxx Xxx Xxxxxxxxxx Xxx Xxxxxxxxxx XX 00000
5.46 X-Xxxx Xx Xx Xxxxxx Xxxxxx Xxxx XX 00000
5.47 X-Xxxx Xxxxxx X Xxxxxxx Xxxxxx Xxxxxx XX 00000
5.48 U-Haul Ct Queen Cty Xxxxxxxx Xxxxxxxxxx XX 00000
5.49 X-Xxxx Xxx Xxxxxxx Xxxxxxxxxx Xxxxxxxx XX 00000
5.50 X-Xxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxxx Xxxx XX 00000
5.51 X-Xxxx Xxx Xxxxxxxx Xxxxxx Xxxxx Xxxxxx XX 00000
5.52 U-Haul Center Xx Xxxxxx Xx Xxxxxx Xx Xxxxxx XX 00000
5.53 X-Xxxx Xx Xxxxxxx Xxxxxxx Xxxxxx XX 00000
5.54 U-Haul Crossroads Xxxxxxxx Xxxx Xxxxxxxx XX 00000
7 Norfolk Waterside Marriott Norfolk Xxxxxxx Xxxx XX 00000
8 Prium Office Portfolio II Various Various WA Various
8.01 Lacey DSHS Xxxxx Xxxxxxxx XX 00000
8.02 Lacey Revenue Xxxxx Xxxxxxxx XX 00000
8.03 Xxxxxxx Xxxxxxxx Xxxxxxxx Xxxxxxxx XX 00000
8.04 Attorney General Building Xxxxx Xxxxxxxx XX 00000
8.05 Wenatchee II Wenatchee Xxxxxx XX 00000
8.06 Moses Xxxx Xxxxxxxx Xxxxx Xxxx Xxxxx XX 00000
8.07 Department of Corrections Xxxxx Xxxxxxxx XX 00000
8.08 Xxxxxxx Xxxx Xxxxxxx Xxxx XX 00000
8.09 Wenatchee I Wenatchee Xxxxxx XX 00000
8.10 Xxxxxxxx Xxxxxxxx Xxxxxxxx Xxxxx XX 00000
8.11 Department of Licensing Xxxxx Xxxxxxxx XX 00000
00 Xxxxxx Xxxx Xxxxxxx Xxxxxxxxxxx Xxxxx XX 00000
00 Xxxxxx'x Xxxxx Xxxxxxxxxx Xxxxxxx XX 00000
00 Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxxx XX 00000
00 Xxxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxx XX 00000
00 Xxxxxx'x Xxxx xx Xxxxxxxxxx Xxxxxxxxxx Xxxxxxxxx NJ 7095
00 Xxxxx Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx Xxxxx Xxx Xxxxxxx XX 00000
00 Xxxxxx Xxxxxx Xxx - Xxxxxxx Xxxxxxx Xxxxxxx XX 00000
24 0000 Xxxx Xxxxxxx Xxxxxxx Xxxx XX 00000
26 Maricopa Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxx XX 00000
32 000 Xxxxx Xxxxxx Xxxxxxx Xxxx XX 00000
00 Xxxx X Xx Xxxxxxxxx Xxxx Xxxxxxx XX 00000
37 The Village at Schneithorst's Xxxxx Xxxxx Xxxxx Xxxxx XX 00000
00 Xxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxxxxx XX 00000
40 Serendipity Clearwater Xxxxxxxx XX 00000
00 Xxx Xxxxx Xxxxxxxx Xxxxxx Xxxx Xxxx XX 00000
00 Xxxxxxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxx Xxx Xxxxxxx XX 00000
44 Holiday Inn Express - Hauppauge Hauppauge Xxxxxxx XX 00000
00 Xxxxx Xxxxxx Xxxxxx - Xxxxxx Xxxxx Xxxxx Xxxxxx XX 00000
48 Hilton Garden Inn - Boca Raton Boca Raton Xxxx Xxxxx XX 00000
00 Xxxxxx Xxxxxx Xxxxxxxxx Xxxx XX 00000
50 Carmax Louisville Kentucky Louisville Xxxxxxxxx XX 00000
51 Hilton Garden Inn - Miramar Miramar Xxxxxxx XX 00000
00 Xxxxx Xxx Xxx Xxxx Xxxxxxxxxx Xxxxxxx XX 00000
00 Xxxxxxx Xxxxx Xxxxxxxx Xxxxxx Xxx Xxxxx Xxxxx XX 00000
00 Xxxxxxxx Xxxxxx Xxxxxxx Xxxxxxxx XX 00000
00 Xxxxxxxx Xxxx Xxxxxxxxxxxx Xxxxxx XX 00000
00 Xxxxx Xxxx Xxxxxx Xxxxx Xxxxxx XX 00000
00 Xxxxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxx XX 00000
70 Safeway Village at Rockrimmon Xxxxxxxx Xxxxxxx Xx Xxxx XX 00000
76 Walgreens - Xxx Xxxxxxxxx Xxx Xxxxxxxxx Xxxxxxxxx XX 00000
00 Xxxxxxxxx - Xxxxxxxx Xxxxxxxx XxXxxx XX 00000
79 12800-12830 Xxxx Xxxxx Xxxxxxxxx Xxxx Xxxxx Xxxxxx XX 00000
00 Xxxxxxx Xxxxxxxxxxx Xxxxxxx Xxxxxxx XX 00000
83 Mega Play Xxxxx Xxxxxxxxx Xxxxxxx XX 00000
00 Xxxxxxxx Xxxxxxxxxxx Xxxxxxxxxxxx Xxxxxx XX 00000
85 0000 Xxxxxx Xxxxxxxxxxxx Xxxxxxxxxxxx XX 00000
00 Xxxx Xxxxxx Xxxxxx Xxxxx Xxxx Xxxxxxxxxx XX 00000
93 Xxxxxxx Xxx Xxxxxxx - Xxxxxx Xxxxxx Xxxx XX 00000
000 Xxx-Xxxx Xxx Xxxxxx Xxx Xxxxxx Xxxx Xxx XX 00000
000 Xxxxxxxx Xxxx Self Storage Xxxx Xxxxx Xxxxx Xxxxx Xxxxx XX 00000
105 0000 Xxxxx Xxxxxxx Xxxxxx Xxx Xxxxx Xxxxx XX 00000
000 Xxxxxxxxx Xxxxxxx Xxxxxxx Xxxxxx XX 00000
000 Xxxxx Xxxxxx Xxxxxx - Xxxxxx Xxxxx Xxxxx Xxxxxx XX 00000
Loan # Property Name Cutoff Balance Original IO Monthly
(6/1/2005) Balance Debt Service
1 The Westchester 200,000,000.00 200,000,000.00 792,540.05
2 000 Xxxxx Xxxxxx 120,000,000.00 120,000,000.00 505,930.56
3 Queen Ka'ahumanu Center 92,000,000.00 92,000,000.00 374,821.20
5 U-Haul Self Storage Portfolio I 74,988,000.00 74,988,000.00 260,383.33
5.01 U-Haul Center Nanuet 4,127,435.58 4,127,435.58
5.02 U-Haul Mission Ave 2,896,709.33 2,896,709.33
5.03 U-Haul Center Fairbanks 2,776,638.48 2,776,638.48
5.04 U-Haul Ctr El Cajon 2,701,594.20 2,701,594.20
5.05 U-Haul Ctr Lakewood 2,476,461.35 2,476,461.35
5.06 U-Haul Rolling Acres 2,476,461.35 2,476,461.35
5.07 U-Haul West Maple 2,157,523.14 2,157,523.14
5.08 U-Haul Center Midlothian 2,093,735.50 2,093,735.50
5.09 U-Haul Ctr Xxxxxx 2,026,195.65 2,026,195.65
5.10 U-Haul Center Xxxxx Blvd 1,969,912.43 1,969,912.43
5.11 U-Haul Ct Hillsboro 1,966,160.22 1,966,160.22
5.12 U-Haul Park Forest 1,951,151.36 1,951,151.36
5.13 U-Haul Ct Good Hope 1,906,124.79 1,906,124.79
5.14 U-Haul Waterford 1,838,584.94 1,838,584.94
5.15 U-Haul Ctr Ridge Rd 1,703,505.23 1,703,505.23
5.16 U-Haul Center Of Xxxxxxxxx 1,696,000.80 1,696,000.80
5.17 U-Haul Xxxxxxxxx Drive 1,635,965.37 1,635,965.37
5.18 U-Haul Center Watertown 1,575,929.95 1,575,929.95
5.19 U-Haul Ctr Main St 1,463,363.52 1,463,363.52
5.20 U-Haul Schererville 1,425,841.38 1,425,841.38
5.21 U-Haul Xxxxxx I-70 1,388,319.24 1,388,319.24
5.22 U-Haul Berrien 1,350,797.10 1,350,797.10
5.23 U-Haul Center Of 64 East 1,332,036.03 1,332,036.03
5.24 U-Haul Little Creek 1,305,770.53 1,305,770.53
5.25 U-Haul Center Waukegan 1,275,752.81 1,275,752.81
5.26 U-Haul University 1,256,991.74 1,256,991.74
5.27 U-Haul Ct Genesee 1,230,726.24 1,230,726.24
5.28 U-Haul Academy Blvd 1,200,708.53 1,200,708.53
5.29 U-Haul Ctr Tustin 1,178,195.25 1,178,195.25
5.30 U-Haul Ct Main St 1,178,195.25 1,178,195.25
5.31 U-Haul Circle City 1,170,690.82 1,170,690.82
5.32 U-Haul Ctr Troy 1,125,664.25 1,125,664.25
5.33 U-Haul Keystone Pla 1,118,159.82 1,118,159.82
5.34 U-Haul Greenfield 1,088,142.11 1,088,142.11
5.35 U-Haul Frenchtown 1,013,097.82 1,013,097.82
5.36 U-Haul Transit Road 964,319.04 964,319.04
5.37 U-Haul Xxxxxxxx Xx 945,557.97 945,557.97
5.38 U-Haul Eastview 930,549.11 930,549.11
5.39 U-Haul Niagara Fall 923,044.68 923,044.68
5.40 U-Haul Ctr Cache Rd 900,531.40 900,531.40
5.41 U-Haul Ctr Midway 848,000.40 848,000.40
5.42 U-Haul Shadeland Av 832,991.54 832,991.54
5.43 U-Haul Ctr Columbia 802,973.83 802,973.83
5.44 U-Haul Ctr of Rome 802,973.83 802,973.83
5.45 U-Haul Ctr Baseline 750,442.83 750,442.83
5.46 U-Haul Ct Of Auburn 712,920.69 712,920.69
5.47 U-Haul Center N Freeway 675,398.55 675,398.55
5.48 U-Haul Ct Queen Cty 645,380.84 645,380.84
5.49 U-Haul Ctr Anmoore 592,849.84 592,849.84
5.50 U-Haul Center Janesville 592,849.84 592,849.84
5.51 U-Haul Ctr Fairview 592,849.84 592,849.84
5.52 U-Haul Center La Crosse 562,832.12 562,832.12
5.53 U-Haul Ct Roswell 525,309.98 525,309.98
5.54 U-Haul Crossroads 307,681.56 307,681.56
0 Xxxxxxx Xxxxxxxxx Marriott 40,508,044.25 41,000,000.00
8 Prium Office Portfolio II 40,353,238.51 40,700,000.00
8.01 Lacey DSHS 11,202,733.25 11,299,000.03
8.02 Lacey Revenue 8,678,425.00 8,753,000.02
8.03 Capitol Building 5,443,225.55 5,490,000.01
8.04 Attorney General Building 4,181,071.43 4,217,000.01
8.05 Wenatchee II 2,998,235.72 3,024,000.01
8.06 Moses Lake Building 2,209,017.58 2,228,000.00
8.07 Department of Corrections 1,814,408.51 1,830,000.00
8.08 Seattle West 1,341,472.52 1,353,000.00
8.09 Wenatchee I 946,863.47 955,000.01
8.10 Chehalis Building 827,885.76 834,999.91
8.11 Department of Licensing 709,899.72 716,000.00
00 Xxxxxx Xxxx Xxxxxxx 23,980,756.80 24,000,000.00
00 Xxxxxx'x Xxxxx 21,000,000.00 21,000,000.00 94,322.08
18 Missouri Falls 20,000,000.00 20,000,000.00 93,007.41
19 Willow Creek Retail Center 19,600,000.00 19,600,000.00 88,017.38
00 Xxxxxx'x Xxxx xx Xxxxxxxxxx 18,955,549.61 19,000,000.00
22 North Hills Shopping Center 17,400,000.00 17,400,000.00 78,617.15
00 Xxxxxx Xxxxxx Xxx - Xxxxxxx 16,379,039.21 16,400,000.00
24 8501 West Xxxxxxx 15,985,823.45 16,000,000.00
26 Maricopa Fiesta Shopping Center 14,900,000.00 14,900,000.00 63,952.73
32 000 Xxxxx Xxxxxx 12,339,030.93 12,350,000.00
34 Park N Go 11,967,334.78 12,000,000.00
37 The Village at Schneithorst's 11,586,595.83 11,600,000.00
00 Xxx Xxxxx Xxxxx 11,360,000.00 11,360,000.00 50,505.46
40 Serendipity 11,000,000.00 11,000,000.00
42 Big Curve Shopping Center 10,910,001.94 10,920,000.00
43 Occidental Business Center 10,880,000.00 10,880,000.00 48,683.97
44 Holiday Inn Express - Hauppauge 10,868,713.05 10,900,000.00
00 Xxxxx Xxxxxx Xxxxxx - Retail 9,974,000.00 9,974,000.00 43,568.14
00 Xxxxxx Xxxxxx Xxx - Xxxx Xxxxx 9,787,474.65 9,800,000.00
00 Xxxxxx Xxxxxx 9,750,000.00 9,750,000.00 43,967.04
50 Carmax Louisville Kentucky 9,600,000.00 9,600,000.00 51,059.44
51 Hilton Garden Inn - Miramar 9,537,794.18 9,550,000.00
58 Plaza Del Mar 8,053,311.14 8,070,000.00
00 Xxxxxxx Xxxxx Xxxxxxxx Xxxxxx 7,526,508.26 7,550,000.00
62 Halekuai Center 7,500,000.00 7,500,000.00 32,932.38
00 Xxxxxxxx Xxxx 7,250,000.00 7,250,000.00
00 Xxxxx Xxxx Xxxxxx 7,167,274.21 7,200,000.00
00 Xxxxxxx Xxxxx 5,992,023.45 6,000,000.00
70 Safeway Village at Rockrimmon 5,800,000.00 5,800,000.00 26,903.05
00 Xxxxxxxxx - Xxx Xxxxxxxxx 5,544,818.41 5,550,000.00
78 Walgreens - Xxxxxxxx 5,330,000.00 5,330,000.00
79 12800-12830 Seal Beach Boulevard 5,200,000.00 5,200,000.00
80 Ontario Marketplace 5,127,227.41 5,150,000.00
83 Mega Play Plaza 4,525,000.00 4,525,000.00
00 Xxxxxxxx Xxxxxxxxxxx 4,500,000.00 4,500,000.00 21,067.34
85 1401 Walnut 4,450,000.00 4,450,000.00 21,494.99
00 Xxxx Xxxxxx Center 4,280,000.00 4,280,000.00
93 Holiday Inn Express - Xxxxxx 4,000,000.00 4,000,000.00
101 Wal-Mart Las Cruces 2,862,451.87 2,900,000.00
000 Xxxxxxxx Xxxx Self Storage 2,800,000.00 2,800,000.00 12,301.85
105 0000 Xxxxx Xxxxxxx Xxxxxx 2,598,437.04 2,612,000.00
000 Xxxxxxxxx Xxxxxxx 2,050,000.00 2,050,000.00
000 Xxxxx Xxxxxx Xxxxxx - Office 1,776,000.00 1,776,000.00 7,757.87
Loan # Property Name IO Annual Debt Monthly P&I Annual P&I
Service Debt Service Debt Service
1 The Westchester 9,510,480.56
2 000 Xxxxx Xxxxxx 6,071,166.67
3 Queen Ka'ahumanu Center 4,497,854.44
5 U-Haul Self Storage Portfolio I 468,677.77 5,624,133.24
5.01 U-Haul Center Nanuet
5.02 U-Haul Mission Ave
5.03 U-Haul Center Fairbanks
5.04 U-Haul Ctr El Cajon
5.05 U-Haul Ctr Lakewood
5.06 U-Haul Rolling Acres
5.07 U-Haul West Maple
5.08 U-Haul Center Midlothian
5.09 U-Haul Ctr Xxxxxx
5.10 U-Haul Center Xxxxx Blvd
5.11 U-Haul Ct Hillsboro
5.12 U-Haul Park Forest
5.13 U-Haul Ct Good Hope
5.14 U-Haul Waterford
5.15 U-Haul Ctr Ridge Rd
5.16 U-Haul Center Of Xxxxxxxxx
5.17 U-Haul Xxxxxxxxx Drive
5.18 U-Haul Center Watertown
5.19 U-Haul Ctr Main St
5.20 U-Haul Schererville
5.21 U-Haul Xxxxxx I-70
5.22 U-Haul Berrien
5.23 U-Haul Center Of 64 East
5.24 U-Haul Little Creek
5.25 U-Haul Center Waukegan
5.26 U-Haul University
5.27 U-Haul Ct Genesee
5.28 U-Haul Academy Blvd
5.29 U-Haul Ctr Tustin
5.30 U-Haul Ct Main St
5.31 U-Haul Circle City
5.32 U-Haul Ctr Xxxx
5.33 U-Haul Keystone Pla
5.34 U-Haul Greenfield
5.35 U-Haul Frenchtown
5.36 U-Haul Transit Road
5.37 U-Haul Xxxxxxxx Xx
5.38 U-Haul Eastview
5.39 U-Haul Niagara Fall
5.40 U-Haul Ctr Cache Rd
5.41 U-Haul Ctr Midway
5.42 U-Haul Shadeland Av
5.43 U-Haul Ctr Columbia
5.44 U-Haul Ctr of Rome
5.45 U-Haul Ctr Baseline
5.46 U-Haul Ct Of Auburn
5.47 U-Haul Center N Freeway
5.48 U-Haul Ct Queen Cty
5.49 U-Haul Ctr Anmoore
5.50 U-Haul Center Janesville
5.51 U-Haul Ctr Fairview
5.52 U-Haul Center La Crosse
5.53 U-Haul Ct Roswell
5.54 X-Xxxx Xxxxxxxxxx
0 Xxxxxxx Xxxxxxxxx Marriott 273,386.30 3,280,635.60
8 Prium Office Portfolio II 229,814.95 2,757,779.40
8.01 Lacey DSHS
8.02 Lacey Revenue
8.03 Capitol Building
8.04 Attorney General Building
8.05 Wenatchee II
8.06 Moses Lake Building
8.07 Department of Corrections
8.08 Seattle West
8.09 Wenatchee I
8.10 Xxxxxxxx Xxxxxxxx
0.00 Xxxxxxxxxx xx Xxxxxxxxx
00 Xxxxxx Xxxx Xxxxxxx 145,826.53 1,749,918.36
00 Xxxxxx'x Xxxxx 1,131,865.00 116,822.72 1,401,872.64
18 Missouri Falls 1,116,088.89 113,608.00 1,363,296.00
19 Willow Creek Retail Center 1,056,208.61 109,022.36 1,308,268.32
00 Xxxxxx'x Xxxx xx Xxxxxxxxxx 100,296.00 1,203,552.00
22 North Hills Shopping Center 943,405.77 97,137.98 1,165,655.76
00 Xxxxxx Xxxxxx Xxx - Xxxxxxx 105,595.27 1,267,143.24
24 8501 West Xxxxxxx 93,295.44 1,119,545.28
26 Maricopa Fiesta Shopping Center 767,432.78 80,716.50 968,598.00
32 000 Xxxxx Xxxxxx 71,937.93 863,255.16
34 Park N Go 77,389.54 928,674.48
37 The Village at Schneithorst's 71,894.10 862,729.20
00 Xxx Xxxxx Xxxxx 606,065.47 62,814.80 753,777.60
40 Serendipity 63,322.20 759,866.40
42 Big Curve Shopping Center 62,778.97 753,347.64
43 Occidental Business Center 584,207.64 60,390.12 724,681.44
44 Holiday Inn Express - Hauppauge 68,250.21 819,002.52
47 Yorba Canyon Center - Retail 522,817.69 54,583.62 655,003.44
00 Xxxxxx Xxxxxx Xxx - Xxxx Xxxxx 63,099.61 757,195.32
00 Xxxxxx Xxxxxx 527,604.46 54,367.66 652,411.92
50 Carmax Louisville Kentucky 612,713.33 59,390.10 712,681.20
51 Hilton Garden Inn - Miramar 61,489.93 737,879.16
58 Plaza Del Mar 45,517.24 546,206.88
61 Decatur Xxxxx Shopping Center 42,042.79 504,513.48
62 Halekuai Center 395,188.54 41,169.42 494,033.04
00 Xxxxxxxx Xxxx 43,822.29 525,867.48
00 Xxxxx Xxxx Xxxxxx 40,160.97 481,931.64
00 Xxxxxxx Xxxxx 37,891.55 454,698.60
70 Safeway Village at Rockrimmon 322,836.62 32,895.02 394,740.24
00 Xxxxxxxxx - Xxx Xxxxxxxxx 31,634.27 379,611.24
78 Walgreens - Xxxxxxxx 30,298.61 363,583.32
79 12800-12830 Seal Beach Boulevard 28,611.61 343,339.32
80 Ontario Marketplace 29,202.37 350,428.44
83 Mega Play Plaza 25,715.17 308,582.04
84 Meridian Marketplace 252,808.13 25,666.38 307,996.56
85 1401 Walnut 257,939.92
00 Xxxx Xxxxxx Center 23,676.75 284,121.00
93 Holiday Inn Express - Xxxxxx 26,386.78 316,641.36
101 Wal-Mart Las Cruces 30,405.85 364,870.20
000 Xxxxxxxx Xxxx Self Storage 15,375.10 184,501.20
105 0000 Xxxxx Xxxxxxx Xxxxxx 15,464.93 185,579.16
000 Xxxxxxxxx Xxxxxxx 11,932.01 143,184.12
000 Xxxxx Xxxxxx Xxxxxx - Office 93,094.47 9,719.32 116,631.84
Loan # Property Name Interest Primary Master Trustee &
Rate (%) Servicing Servicing Paying
Fee Rate Fee Rate Agent
Fee
1 The Westchester 4.6901 0.02000 0.01000 0.00130
2 000 Xxxxx Xxxxxx 4.9900 0.02000 0.01000 0.00130
3 Queen Ka'ahumanu Center 4.8220 0.02000 0.01000 0.00130
5 U-Haul Self Storage Portfolio I 5.6820 0.02000 0.01000 0.00130
5.01 U-Haul Center Nanuet
5.02 U-Haul Mission Ave
5.03 U-Haul Center Fairbanks
5.04 U-Haul Ctr El Cajon
5.05 U-Haul Ctr Lakewood
5.06 U-Haul Rolling Acres
5.07 U-Haul West Maple
5.08 U-Haul Center Midlothian
5.09 U-Haul Ctr Xxxxxx
5.10 U-Haul Center Xxxxx Blvd
5.11 U-Haul Ct Hillsboro
5.12 U-Haul Park Forest
5.13 U-Haul Ct Good Hope
5.14 U-Haul Waterford
5.15 U-Haul Ctr Ridge Rd
5.16 U-Haul Center Of Xxxxxxxxx
5.17 U-Haul Xxxxxxxxx Drive
5.18 U-Haul Center Watertown
5.19 U-Haul Ctr Main St
5.20 U-Haul Schererville
5.21 U-Haul Xxxxxx I-70
5.22 U-Haul Berrien
5.23 U-Haul Center Of 64 East
5.24 U-Haul Little Creek
5.25 U-Haul Center Waukegan
5.26 U-Haul University
5.27 U-Haul Ct Genesee
5.28 U-Haul Academy Blvd
5.29 U-Haul Ctr Tustin
5.30 U-Haul Ct Main St
5.31 U-Haul Circle City
5.32 U-Haul Ctr Xxxx
5.33 U-Haul Keystone Pla
5.34 U-Haul Greenfield
5.35 U-Haul Frenchtown
5.36 U-Haul Transit Road
5.37 U-Haul Xxxxxxxx Xx
5.38 U-Haul Eastview
5.39 U-Haul Niagara Fall
5.40 U-Haul Ctr Cache Rd
5.41 U-Haul Ctr Midway
5.42 U-Haul Shadeland Av
5.43 U-Haul Ctr Columbia
5.44 U-Haul Ctr of Rome
5.45 U-Haul Ctr Baseline
5.46 U-Haul Ct Of Auburn
5.47 U-Haul Center N Freeway
5.48 U-Haul Ct Queen Cty
5.49 U-Haul Ctr Anmoore
5.50 U-Haul Center Janesville
5.51 U-Haul Ctr Fairview
5.52 U-Haul Center La Crosse
5.53 U-Haul Ct Roswell
5.54 X-Xxxx Xxxxxxxxxx
0 Xxxxxxx Xxxxxxxxx Marriott 6.3650 0.02000 0.01000 0.00130
8 Prium Office Portfolio II 5.4500 0.02000 0.01000 0.00130
8.01 Lacey DSHS
8.02 Lacey Revenue
8.03 Capitol Building
8.04 Attorney General Building
8.05 Wenatchee II
8.06 Moses Lake Building
8.07 Department of Corrections
8.08 Seattle West
8.09 Wenatchee I
8.10 Xxxxxxxx Xxxxxxxx
0.00 Xxxxxxxxxx xx Xxxxxxxxx
00 Xxxxxx Xxxx Xxxxxxx 6.1250 0.02000 0.01000 0.00130
00 Xxxxxx'x Xxxxx 0.0000 0.02000 0.01000 0.00130
18 Missouri Falls 5.5040 0.02000 0.01000 0.00130
00 Xxxxxx Xxxxx Xxxxxx Xxxxxx 0.0000 0.00000 0.01000 0.00130
00 Xxxxxx'x Xxxx xx Xxxxxxxxxx 0.0000 0.02000 0.01000 0.00130
00 Xxxxx Xxxxx Xxxxxxxx Xxxxxx 0.0000 0.02000 0.01000 0.00130
00 Xxxxxx Xxxxxx Xxx - Xxxxxxx 5.9930 0.02000 0.01000 0.00130
24 8501 West Xxxxxxx 5.7425 0.02000 0.01000 0.00130
26 Maricopa Fiesta Shopping Center 5.0800 0.02000 0.01000 0.00130
32 000 Xxxxx Xxxxxx 5.7330 0.02000 0.01000 0.00130
34 Park N Go 6.0100 0.02000 0.01000 0.00130
37 The Village at Schneithorst's 5.8555 0.02000 0.01000 0.00130
00 Xxx Xxxxx Xxxxx 0.0000 0.02000 0.01000 0.00130
40 Serendipity 5.6250 0.02000 0.01000 0.00130
42 Big Curve Shopping Center 5.6130 0.02000 0.01000 0.00130
43 Occidental Business Center 5.2960 0.02000 0.01000 0.00130
44 Holiday Inn Express - Hauppauge 5.7010 0.02000 0.01000 0.00130
00 Xxxxx Xxxxxx Xxxxxx - Xxxxxx 0.0000 0.02000 0.01000 0.00130
00 Xxxxxx Xxxxxx Xxx - Xxxx Xxxxx 5.9930 0.02000 0.01000 0.00130
00 Xxxxxx Xxxxxx 0.0000 0.02000 0.01000 0.00130
00 Xxxxxx Xxxxxxxxxx Xxxxxxxx 0.0000 0.02000 0.01000 0.00130
00 Xxxxxx Xxxxxx Xxx - Xxxxxxx 0.0000 0.02000 0.01000 0.00130
00 Xxxxx Xxx Xxx 0.0000 0.02000 0.01000 0.00130
00 Xxxxxxx Xxxxx Xxxxxxxx Xxxxxx 5.3250 0.02000 0.01000 0.00130
00 Xxxxxxxx Xxxxxx 0.0000 0.02000 0.01000 0.00130
00 Xxxxxxxx Xxxx 0.0000 0.00000 0.01000 0.00130
00 Xxxxx Xxxx Xxxxxx 0.0000 0.02000 0.01000 0.00130
00 Xxxxxxx Xxxxx 0.0000 0.02000 0.01000 0.00130
70 Safeway Village at Rockrimmon 5.4899 0.02000 0.01000 0.00130
00 Xxxxxxxxx - Xxx Xxxxxxxxx 5.5350 0.02000 0.01000 0.00130
78 Walgreens - Xxxxxxxx 5.5106 0.02000 0.01000 0.00130
79 12800-12830 Xxxx Xxxxx Xxxxxxxxx 0.0000 0.02000 0.01000 0.00130
00 Xxxxxxx Xxxxxxxxxxx 0.0000 0.02000 0.01000 0.00130
83 Mega Play Plaza 5.5080 0.00000 0.01000 0.00130
00 Xxxxxxxx Xxxxxxxxxxx 0.0000 0.02000 0.01000 0.00130
85 1401 Walnut 5.7170 0.02000 0.01000 0.00130
00 Xxxx Xxxxxx Xxxxxx 0.0000 0.00000 0.01000 0.00130
93 Holiday Inn Express - Xxxxxx 6.2500 0.02000 0.01000 0.00130
101 Wal-Mart Las Cruces 4.7500 0.02000 0.01000 0.00130
000 Xxxxxxxx Xxxx Self Storage 5.2000 0.02000 0.01000 0.00130
105 0000 Xxxxx Xxxxxxx Xxxxxx 5.5590 0.02000 0.01000 0.00130
000 Xxxxxxxxx Xxxxxxx 5.7260 0.02000 0.01000 0.00130
000 Xxxxx Xxxxxx Xxxxxx - Xxxxxx 0.0000 0.02000 0.01000 0.00130
Loan # Property Name Broker Admin. Net Accrual Term
Strip Fee Mortgage Type
Rate Interest
Rate
1 The Westchester 0.03130 4.6588 Actual/360 60
2 000 Xxxxx Xxxxxx 0.03130 4.9587 Actual/360 120
3 Queen Ka'ahumanu Center 0.03130 4.7907 Actual/360 60
5 U-Haul Self Storage Portfolio I 0.03130 5.6507 Actual/360 121
5.01 U-Haul Center Nanuet 121
5.02 U-Haul Mission Ave 121
5.03 U-Haul Center Fairbanks 121
5.04 U-Haul Ctr El Cajon 121
5.05 U-Haul Ctr Lakewood 121
5.06 U-Haul Rolling Acres 121
5.07 U-Haul West Maple 121
5.08 U-Haul Center Midlothian 121
5.09 U-Haul Ctr Xxxxxx 121
5.10 U-Haul Center Xxxxx Blvd 121
5.11 U-Haul Ct Hillsboro 121
5.12 U-Haul Park Forest 121
5.13 U-Haul Ct Good Hope 121
5.14 U-Haul Waterford 121
5.15 X-Xxxx Xxx Xxxxx Xx 000
5.16 U-Haul Center Of Xxxxxxxxx 121
5.17 U-Haul Xxxxxxxxx Drive 121
5.18 U-Haul Center Watertown 121
5.19 X-Xxxx Xxx Xxxx Xx 000
5.20 U-Haul Schererville 121
5.21 U-Haul Xxxxxx I-70 121
5.22 U-Haul Berrien 121
5.23 U-Haul Center Of 64 East 121
5.24 U-Haul Little Creek 121
5.25 U-Haul Center Waukegan 121
5.26 U-Haul University 121
5.27 U-Haul Ct Genesee 121
5.28 U-Haul Academy Blvd 121
5.29 U-Haul Ctr Tustin 121
5.30 X-Xxxx Xx Xxxx Xx 000
5.31 U-Haul Circle City 121
5.32 U-Haul Ctr Xxxx 121
5.33 U-Haul Keystone Pla 121
5.34 U-Haul Greenfield 121
5.35 U-Haul Frenchtown 121
5.36 U-Haul Transit Road 121
5.37 U-Haul Xxxxxxxx Xx 000
5.38 U-Haul Eastview 121
5.39 U-Haul Niagara Fall 121
5.40 X-Xxxx Xxx Xxxxx Xx 000
5.41 U-Haul Ctr Midway 121
5.42 U-Haul Shadeland Av 121
5.43 U-Haul Ctr Columbia 121
5.44 U-Haul Ctr of Rome 121
5.45 U-Haul Ctr Baseline 121
5.46 U-Haul Ct Of Auburn 121
5.47 U-Haul Center N Freeway 121
5.48 U-Haul Ct Queen Cty 121
5.49 U-Haul Ctr Anmoore 121
5.50 U-Haul Center Janesville 121
5.51 U-Haul Ctr Fairview 121
5.52 U-Haul Center La Crosse 121
5.53 X-Xxxx Xx Xxxxxxx 000
5.54 X-Xxxx Xxxxxxxxxx 000
0 Xxxxxxx Xxxxxxxxx Marriott 0.03130 6.3337 Actual/360 120
8 Prium Office Portfolio II 0.03130 5.4187 Actual/360 120
8.01 Lacey DSHS 120
8.02 Lacey Revenue 120
8.03 Capitol Building 120
8.04 Attorney General Building 120
8.05 Wenatchee II 120
8.06 Moses Lake Building 120
8.07 Department of Corrections 120
8.08 Seattle West 120
8.09 Wenatchee I 120
8.10 Chehalis Building 120
8.11 Department of Licensing 000
00 Xxxxxx Xxxx Xxxxxxx 0.03130 6.0937 Actual/360 120
17 Penney's Plaza 0.03130 5.2847 Actual/360 120
18 Missouri Falls 0.03130 5.4727 Actual/360 120
19 Willow Creek Retail Center 0.06130 5.2537 Actual/360 120
20 Xxxxxx'x Gate at Woodbridge 0.03130 4.8217 Actual/360 120
22 North Hills Shopping Center 0.03130 5.3163 Actual/360 120
00 Xxxxxx Xxxxxx Xxx - Xxxxxxx 0.03130 5.9617 Actual/360 120
24 8501 West Xxxxxxx 0.03130 5.7112 Actual/360 60
26 Maricopa Fiesta Shopping Center 0.03130 5.0487 Actual/360 120
32 000 Xxxxx Xxxxxx 0.03130 5.7017 Actual/360 000
00 Xxxx X Go 0.03130 5.9787 Actual/360 120
37 The Village at Schneithorst's 0.03130 5.8242 Actual/360 120
39 Van Buren Plaza 0.03130 5.2307 Actual/360 60
40 Serendipity 0.03130 5.5937 Actual/360 120
42 Big Curve Shopping Center 0.03130 5.5817 Actual/360 120
43 Occidental Business Center 0.03130 5.2647 Actual/360 60
44 Holiday Inn Express - Hauppauge 0.03130 5.6697 Actual/360 120
47 Yorba Canyon Center - Retail 0.03130 5.1387 Actual/360 120
00 Xxxxxx Xxxxxx Xxx - Xxxx Xxxxx 0.03130 5.9617 Actual/360 120
00 Xxxxxx Xxxxxx 0.03130 5.3059 Actual/360 120
50 Carmax Louisville Kentucky 0.03130 6.2637 Actual/360 120
00 Xxxxxx Xxxxxx Xxx - Xxxxxxx 0.00000 5.9617 Actual/360 120
58 Plaza Del Mar 0.03130 5.4087 Actual/360 120
61 Decatur Xxxxx Shopping Center 0.03130 5.2937 Actual/360 000
00 Xxxxxxxx Xxxxxx 0.03130 5.1657 Actual/360 120
64 Harcourt Club 0.06130 6.0147 Actual/360 84
00 Xxxxx Xxxx Xxxxxx 0.03130 5.3087 Actual/360 120
00 Xxxxxxx Xxxxx 0.03130 5.7587 Actual/360 120
70 Safeway Village at Rockrimmon 0.03130 5.4586 Actual/360 000
00 Xxxxxxxxx - Xxx Xxxxxxxxx 0.03130 5.5037 Actual/360 120
78 Walgreens - Xxxxxxxx 0.03130 5.4793 Actual/360 120
79 12800-12830 Xxxx Xxxxx Xxxxxxxxx 0.00000 0.0000 Xxxxxx/000 120
80 Ontario Marketplace 0.03130 5.4567 Actual/360 120
83 Mega Play Plaza 0.11130 5.3967 Actual/360 120
00 Xxxxxxxx Xxxxxxxxxxx 0.00000 5.5097 Actual/360 120
85 1401 Walnut 0.03130 5.6857 Actual/360 96
00 Xxxx Xxxxxx Xxxxxx 0.00000 5.1547 Actual/360 120
93 Holiday Inn Express - Xxxxxx 0.03130 6.2187 Actual/360 120
101 Wal-Mart Las Cruces 0.03130 4.7187 Actual/360 120
000 Xxxxxxxx Xxxx Self Storage 0.03130 5.1687 Actual/360 121
105 9821 South Eastern Avenue 0.03130 5.5277 Actual/360 120
000 Xxxxxxxxx Xxxxxxx 0.03130 5.6947 Actual/360 120
000 Xxxxx Xxxxxx Xxxxxx - Office 0.03130 5.1387 Actual/360 120
Loan # Property Name Remaining Maturity/A Amort Remaining
Term RD Date Term Amort Term
1 The Westchester 60 6/1/2010 0 0
2 000 Xxxxx Xxxxxx 120 6/1/2015 0 0
3 Queen Ka'ahumanu Center 60 6/8/2010 0 0
5 U-Haul Self Storage Portfolio I 121 7/1/2015 300 300
5.01 U-Haul Center Nanuet 121 300 300
5.02 U-Haul Mission Ave 121 300 300
5.03 U-Haul Center Fairbanks 121 300 300
5.04 U-Haul Ctr El Cajon 121 300 300
5.05 U-Haul Ctr Lakewood 121 300 300
5.06 U-Haul Rolling Acres 121 300 300
5.07 U-Haul West Maple 121 300 300
5.08 U-Haul Center Midlothian 121 300 300
5.09 U-Haul Ctr Xxxxxx 121 300 300
5.10 U-Haul Center Xxxxx Blvd 121 300 300
5.11 U-Haul Ct Hillsboro 121 300 300
5.12 U-Haul Park Forest 121 300 300
5.13 U-Haul Ct Good Hope 121 300 300
5.14 U-Haul Waterford 121 300 300
5.15 U-Haul Ctr Ridge Rd 121 300 300
5.16 U-Haul Center Of Xxxxxxxxx 121 300 300
5.17 U-Haul Xxxxxxxxx Drive 121 300 300
5.18 U-Haul Center Watertown 121 300 300
5.19 U-Haul Ctr Main St 121 300 300
5.20 U-Haul Schererville 121 300 300
5.21 U-Haul Xxxxxx I-70 121 300 300
5.22 U-Haul Berrien 121 300 300
5.23 U-Haul Center Of 64 East 121 300 300
5.24 U-Haul Little Creek 121 300 300
5.25 U-Haul Center Waukegan 121 300 300
5.26 U-Haul University 121 300 300
5.27 U-Haul Ct Genesee 121 300 300
5.28 U-Haul Academy Blvd 121 300 300
5.29 U-Haul Ctr Tustin 121 300 300
5.30 U-Haul Ct Main St 121 300 300
5.31 U-Haul Circle City 121 300 300
5.32 U-Haul Ctr Xxxx 121 300 300
5.33 U-Haul Keystone Pla 121 300 300
5.34 U-Haul Greenfield 121 300 300
5.35 U-Haul Frenchtown 121 300 300
5.36 U-Haul Transit Road 121 300 300
5.37 U-Haul Xxxxxxxx Xx 121 300 300
5.38 U-Haul Eastview 121 300 300
5.39 U-Haul Niagara Fall 121 300 300
5.40 U-Haul Ctr Cache Rd 121 300 300
5.41 U-Haul Ctr Midway 121 300 300
5.42 U-Haul Shadeland Av 121 300 300
5.43 U-Haul Ctr Columbia 121 300 300
5.44 U-Haul Ctr of Rome 121 300 300
5.45 U-Haul Ctr Baseline 121 300 300
5.46 U-Haul Ct Of Auburn 121 300 300
5.47 U-Haul Center N Freeway 121 300 300
5.48 U-Haul Ct Queen Cty 121 300 300
5.49 U-Haul Ctr Anmoore 121 300 300
5.50 U-Haul Center Janesville 121 300 300
5.51 U-Haul Ctr Fairview 121 300 300
5.52 U-Haul Center La Crosse 121 300 300
5.53 U-Haul Ct Roswell 121 300 300
5.54 U-Haul Crossroads 121 300 300
7 Norfolk Waterside Marriott 111 9/1/2014 300 291
8 Prium Office Portfolio II 112 10/1/2014 360 352
8.01 Lacey DSHS 112 360 352
8.02 Lacey Revenue 112 360 352
8.03 Capitol Building 112 360 352
8.04 Attorney General Building 112 360 352
8.05 Wenatchee II 112 360 352
8.06 Moses Lake Building 112 360 352
8.07 Department of Corrections 112 360 352
8.08 Seattle West 112 360 352
8.09 Wenatchee I 112 360 352
8.10 Chehalis Building 112 360 352
8.11 Department of Licensing 112 360 352
15 Forest Lake Estates 119 5/1/2015 360 359
17 Penney's Plaza 120 6/1/2015 360 360
18 Missouri Falls 119 5/1/2015 360 360
19 Willow Creek Retail Center 119 5/1/2015 360 360
20 Xxxxxx'x Gate at Woodbridge 118 4/1/2015 360 358
22 North Hills Shopping Center 117 3/1/2015 360 360
23 Hilton Garden Inn - Fairfax 119 5/1/2015 300 299
24 8501 West Xxxxxxx 59 5/1/2010 360 359
26 Maricopa Fiesta Shopping Center 116 2/1/2015 360 360
32 000 Xxxxx Xxxxxx 119 5/1/2015 360 359
34 Park N Go 118 4/1/2015 300 298
37 The Village at Schneithorst's 119 5/1/2015 318 317
39 Van Buren Plaza 60 6/1/2010 360 360
40 Serendipity 120 6/1/2015 360 360
42 Big Curve Shopping Center 119 5/1/2015 360 359
43 Occidental Business Center 59 5/1/2010 360 360
44 Holiday Inn Express - Hauppauge 118 4/1/2015 300 298
47 Yorba Canyon Center - Retail 119 5/1/2015 360 360
48 Hilton Garden Inn - Boca Raton 119 5/1/2015 300 299
00 Xxxxxx Xxxxxx 120 6/1/2015 360 360
50 Carmax Louisville Kentucky 119 5/1/2015 360 360
51 Hilton Garden Inn - Miramar 119 5/1/2015 300 000
00 Xxxxx Xxx Xxx 000 4/1/2015 360 358
61 Decatur Xxxxx Shopping Center 117 3/1/2015 360 357
62 Halekuai Center 119 5/1/2015 360 360
64 Harcourt Club 84 6/1/2012 360 360
65 Ocoee Town Square 116 2/1/2015 360 356
69 Olympia Plaza 119 5/1/2015 300 299
70 Safeway Village at Rockrimmon 119 5/1/2015 360 360
76 Walgreens - New Brunswick 119 5/1/2015 360 359
78 Walgreens - Xxxxxxxx 120 6/1/2015 360 360
79 12800-12830 Seal Beach Boulevard 120 6/1/2015 360 360
80 Ontario Marketplace 116 2/1/2015 360 356
83 Mega Play Plaza 120 6/1/2015 360 360
84 Meridian Marketplace 117 3/1/2015 360 360
85 1401 Walnut 94 4/1/2013 0 0
00 Xxxx Xxxxxx Xxxxxx 000 6/1/2015 360 360
93 Holiday Inn Express - Xxxxxx 120 6/1/2015 300 300
101 Wal-Mart Las Cruces 118 4/1/2015 120 118
000 Xxxxxxxx Xxxx Self Storage 121 7/1/2015 360 360
105 0000 Xxxxx Xxxxxxx Xxxxxx 116 2/1/2015 330 326
107 Walgreens Houston 120 6/1/2015 360 360
109 Yorba Canyon Center - Office 119 5/1/2015 360 360
Loan # Property Name Title Type ARD ARD Step Up (%)Environmental
(Y/N) Report Type
1 The Westchester Fee/Leasehold No Phase I
2 000 Xxxxx Xxxxxx Fee/Leasehold No Phase I
3 Queen Ka'ahumanu Center Fee No Phase I
5 U-Haul Self Storage Portfolio I Fee No Phase I
5.01 U-Haul Center Nanuet Fee Phase I
5.02 U-Haul Mission Ave Fee Phase I
5.03 U-Haul Center Fairbanks Fee Phase I
5.04 U-Haul Ctr El Cajon Fee Phase I
5.05 U-Haul Ctr Lakewood Fee Phase I
5.06 U-Haul Rolling Acres Fee Phase I
5.07 U-Haul West Maple Fee Phase I
5.08 U-Haul Center Midlothian Fee Phase I
5.09 U-Haul Ctr Xxxxxx Fee Phase I
5.10 U-Haul Center Xxxxx Blvd Fee Phase I
5.11 U-Haul Ct Hillsboro Fee Phase I
5.12 U-Haul Park Forest Fee Phase I
5.13 U-Haul Ct Good Hope Fee Phase I
5.14 U-Haul Waterford Fee Phase I
5.15 U-Haul Ctr Ridge Rd Fee Phase I
5.16 U-Haul Center Of Xxxxxxxxx Xxx Phase I
5.17 U-Haul Xxxxxxxxx Drive Fee Phase I
5.18 U-Haul Center Watertown Fee Phase I
5.19 U-Haul Ctr Main St Fee Phase I
5.20 U-Haul Schererville Fee Phase I
5.21 U-Haul Xxxxxx I-70 Fee Phase I
5.22 U-Haul Berrien Fee Phase I
5.23 U-Haul Center Of 64 East Fee Phase I
5.24 U-Haul Little Creek Fee Phase I
5.25 U-Haul Center Waukegan Fee Phase I
5.26 U-Haul University Fee Phase I
5.27 U-Haul Ct Genesee Fee Phase I
5.28 U-Haul Academy Blvd Fee Phase I
5.29 U-Haul Ctr Tustin Fee Phase I
5.30 U-Haul Ct Main St Fee Phase I
5.31 U-Haul Circle City Fee Phase I
5.32 U-Haul Ctr Xxxx Fee Phase I
5.33 U-Haul Keystone Pla Fee Phase I
5.34 U-Haul Greenfield Fee Phase I
5.35 U-Haul Frenchtown Fee Phase I
5.36 U-Haul Transit Road Fee Phase I
5.37 U-Haul Xxxxxxxx Xx Fee Phase I
5.38 U-Haul Eastview Fee Phase I
5.39 U-Haul Niagara Fall Fee Phase I
5.40 U-Haul Ctr Cache Rd Fee Phase I
5.41 U-Haul Ctr Midway Fee Phase I
5.42 U-Haul Shadeland Av Fee Phase I
5.43 U-Haul Ctr Columbia Fee Phase I
5.44 U-Haul Ctr of Rome Fee Phase I
5.45 U-Haul Ctr Baseline Fee Phase I
5.46 U-Haul Ct Of Auburn Fee Phase I
5.47 U-Haul Center N Freeway Fee Phase I
5.48 U-Haul Ct Queen Cty Fee Phase I
5.49 U-Haul Ctr Anmoore Fee Phase I
5.50 U-Haul Center Janesville Fee Phase I
5.51 U-Haul Ctr Fairview Fee Phase I
5.52 U-Haul Center La Crosse Fee Phase I
5.53 U-Haul Ct Roswell Fee Phase I
5.54 U-Haul Crossroads Fee Phase I
7 Norfolk Waterside Marriott Leasehold No Phase I
8 Prium Office Portfolio II Fee No Phase I
8.01 Lacey DSHS Fee Phase I
8.02 Lacey Revenue Fee Phase I
8.03 Capitol Building Fee Phase I
8.04 Attorney General Building Fee Phase I
8.05 Wenatchee II Fee Phase I
8.06 Moses Lake Building Fee Phase I
8.07 Department of Corrections Fee Phase I
8.08 Seattle West Fee Phase I
8.09 Wenatchee I Fee Phase I
8.10 Chehalis Building Fee Phase I
8.11 Department of Licensing Xxx Xxxxx X
00 Xxxxxx Xxxx Xxxxxxx Fee No Phase I
17 Penney's Plaza Fee No Phase I
18 Missouri Falls Fee/Leasehold No Phase I
19 Willow Creek Retail Center Fee No Phase I
00 Xxxxxx'x Xxxx at Woodbridge Fee No Phase I
22 North Hills Shopping Center Fee No Phase I
23 Hilton Garden Inn - Fairfax Fee No Phase I
24 8501 West Xxxxxxx Fee No Phase I
26 Maricopa Fiesta Shopping Center Fee No Phase I
32 000 Xxxxx Xxxxxx Fee No Phase I
34 Park N Go Fee No Phase I
37 The Village at Schneithorst's Fee No Phase I
39 Van Buren Plaza Fee No Phase I
40 Serendipity Fee No Phase I
42 Big Curve Shopping Center Fee No Phase I
43 Occidental Business Center Fee No Phase I
44 Holiday Inn Express - Hauppauge Fee No Phase I
47 Yorba Canyon Center - Retail Fee No Phase I
48 Hilton Garden Inn - Boca Raton Fee No Phase I
49 Aurora Square Fee No Phase I
50 Carmax Louisville Kentucky Fee Yes Interest Rate plus 2% Phase I
51 Hilton Garden Inn - Miramar Fee No Phase I
58 Plaza Del Mar Fee No Phase I
61 Decatur Xxxxx Shopping Center Fee No Phase I
62 Halekuai Center Leasehold No Phase I
64 Harcourt Club Fee No Phase I
65 Ocoee Town Square Fee No Phase I
69 Olympia Plaza Fee No Phase I
70 Safeway Village at Rockrimmon Fee No Phase I
76 Walgreens - New Brunswick Leasehold No Phase I
78 Walgreens - Xxxxxxxx Fee Yes Interest Rate plus 2% Phase I
79 12800-12830 Seal Beach Boulevard Fee No Phase I
80 Ontario Marketplace Fee No Phase I
83 Mega Play Plaza Fee No Phase I
84 Meridian Marketplace Fee No Phase I
85 1401 Walnut Fee No Phase I
00 Xxxx Xxxxxx Center Fee No Phase I
93 Holiday Inn Express - Xxxxxx Fee No Phase I
101 Wal-Mart Las Cruces Fee No Phase I
000 Xxxxxxxx Xxxx Self Storage Fee No Phase I
105 0000 Xxxxx Xxxxxxx Xxxxxx Fee No Phase I
000 Xxxxxxxxx Xxxxxxx Fee No Phase I
109 Yorba Canyon Center - Office Fee No Phase I
Loan # Property Name Environmental Cross- Cross- Defeasance
Insurance (Y/N) Defaulted Collateralized Allowed
1 The Westchester No Yes
2 000 Xxxxx Xxxxxx No Yes
3 Queen Ka'ahumanu Center No Yes
5 U-Haul Self Storage Portfolio I No Yes
5.01 U-Haul Center Nanuet No
5.02 U-Haul Mission Ave No
5.03 U-Haul Center Fairbanks No
5.04 U-Haul Ctr El Cajon No
5.05 U-Haul Ctr Lakewood No
5.06 U-Haul Rolling Acres No
5.07 U-Haul West Maple No
5.08 U-Haul Center Midlothian No
5.09 U-Haul Ctr Xxxxxx No
5.10 U-Haul Center Xxxxx Blvd No
5.11 U-Haul Ct Hillsboro No
5.12 U-Haul Park Forest No
5.13 U-Haul Ct Good Hope No
5.14 U-Haul Waterford No
5.15 U-Haul Ctr Ridge Rd No
5.16 U-Haul Center Of Xxxxxxxxx No
5.17 U-Haul Xxxxxxxxx Drive No
5.18 U-Haul Center Watertown No
5.19 U-Haul Ctr Main St No
5.20 U-Haul Schererville No
5.21 U-Haul Xxxxxx I-70 No
5.22 U-Haul Berrien No
5.23 U-Haul Center Of 64 East No
5.24 U-Haul Little Creek No
5.25 U-Haul Center Waukegan No
5.26 U-Haul University No
5.27 U-Haul Ct Genesee No
5.28 U-Haul Academy Blvd No
5.29 U-Haul Ctr Tustin No
5.30 U-Haul Ct Main St No
5.31 U-Haul Circle City No
5.32 U-Haul Ctr Xxxx No
5.33 U-Haul Keystone Pla No
5.34 U-Haul Greenfield No
5.35 U-Haul Frenchtown No
5.36 U-Haul Transit Road No
5.37 U-Haul Xxxxxxxx Xx No
5.38 U-Haul Eastview No
5.39 U-Haul Niagara Fall No
5.40 U-Haul Ctr Cache Rd No
5.41 U-Haul Ctr Midway No
5.42 U-Haul Shadeland Av No
5.43 U-Haul Ctr Columbia No
5.44 U-Haul Ctr of Rome No
5.45 U-Haul Ctr Baseline No
5.46 U-Haul Ct Of Auburn No
5.47 U-Haul Center N Freeway No
5.48 U-Haul Ct Queen Cty No
5.49 U-Haul Ctr Anmoore No
5.50 U-Haul Center Janesville No
5.51 U-Haul Ctr Fairview No
5.52 U-Haul Center La Crosse No
5.53 U-Haul Ct Roswell No
5.54 U-Haul Xxxxxxxxxx Xx
0 Xxxxxxx Xxxxxxxxx Marriott No Yes
8 Prium Office Portfolio II No Yes
8.01 Lacey DSHS No
8.02 Lacey Revenue No
8.03 Capitol Building No
8.04 Attorney General Building No
8.05 Wenatchee II No
8.06 Moses Lake Building No
8.07 Department of Corrections No
8.08 Seattle West No
8.09 Wenatchee I No
8.10 Chehalis Building No
8.11 Department of Licensing No
00 Xxxxxx Xxxx Xxxxxxx No Yes
00 Xxxxxx'x Xxxxx No Yes
18 Missouri Falls No Yes
19 Willow Creek Retail Center No Yes
20 Xxxxxx'x Gate at Woodbridge No Yes
22 North Hills Shopping Center No Yes
00 Xxxxxx Xxxxxx Xxx - Xxxxxxx No Yes
24 8501 West Xxxxxxx No Yes
26 Maricopa Fiesta Shopping Center No Yes
32 000 Xxxxx Xxxxxx No Yes
34 Park N Go No Yes
37 The Village at Schneithorst's No Yes
00 Xxx Xxxxx Xxxxx No Yes
40 Serendipity No Yes
42 Big Curve Shopping Center No Yes
43 Occidental Business Center No Yes
44 Holiday Inn Express - Hauppauge No Yes
47 Yorba Canyon Center - Retail No Yes Yes Yes
00 Xxxxxx Xxxxxx Xxx - Xxxx Xxxxx No Yes
00 Xxxxxx Xxxxxx No Yes
50 Carmax Louisville Kentucky No Yes
51 Hilton Garden Inn - Miramar No Yes
58 Plaza Del Mar No Yes
61 Decatur Xxxxx Shopping Center No Yes
62 Halekuai Center No Yes
64 Harcourt Club No Yes
00 Xxxxx Xxxx Xxxxxx No Yes
00 Xxxxxxx Xxxxx No Yes
70 Safeway Village at Rockrimmon No Yes
76 Walgreens - New Brunswick No Yes
78 Walgreens - Xxxxxxxx No Yes
79 12800-12830 Seal Beach Boulevard No Yes
80 Ontario Marketplace No Yes
83 Mega Play Plaza No Yes
00 Xxxxxxxx Xxxxxxxxxxx No Yes
85 1401 Walnut No Yes
00 Xxxx Xxxxxx Xxxxxx No Yes
93 Holiday Inn Express - Xxxxxx No Yes
101 Wal-Mart Las Cruces No Yes
000 Xxxxxxxx Xxxx Self Storage No Yes
105 0000 Xxxxx Xxxxxxx Xxxxxx No Yes
000 Xxxxxxxxx Xxxxxxx No Yes
000 Xxxxx Xxxxxx Xxxxxx - Office No Yes Yes Yes
Loan # Property Name Letter of Lockbox Holdback Upfront
Credit In-place Amt Eng.
Reserve
1 The Westchester No Yes No
2 000 Xxxxx Xxxxxx No Yes No 409,227.50
3 Queen Ka'ahumanu Center No Yes No 280,000.00
5 U-Haul Self Storage Portfolio I No Yes No 800,091.88
5.01 U-Haul Center Nanuet No
5.02 U-Haul Mission Ave No
5.03 U-Haul Center Fairbanks No
5.04 U-Haul Ctr El Cajon No
5.05 U-Haul Ctr Lakewood No
5.06 U-Haul Rolling Acres No
5.07 U-Haul West Maple No
5.08 U-Haul Center Midlothian No
5.09 U-Haul Ctr Xxxxxx No
5.10 U-Haul Center Xxxxx Blvd No
5.11 U-Haul Ct Hillsboro No
5.12 U-Haul Park Forest No
5.13 U-Haul Ct Good Hope No
5.14 U-Haul Waterford No
5.15 U-Haul Ctr Ridge Rd No
5.16 U-Haul Center Of Xxxxxxxxx No
5.17 U-Haul Xxxxxxxxx Drive No
5.18 U-Haul Center Watertown No
5.19 U-Haul Ctr Main St No
5.20 U-Haul Schererville No
5.21 U-Haul Xxxxxx I-70 No
5.22 U-Haul Berrien No
5.23 U-Haul Center Of 64 East No
5.24 U-Haul Little Creek No
5.25 U-Haul Center Waukegan No
5.26 U-Haul University No
5.27 U-Haul Ct Genesee No
5.28 U-Haul Academy Blvd No
5.29 U-Haul Ctr Tustin No
5.30 U-Haul Ct Main St No
5.31 U-Haul Circle City No
5.32 U-Haul Ctr Xxxx No
5.33 U-Haul Keystone Pla No
5.34 U-Haul Greenfield No
5.35 U-Haul Frenchtown No
5.36 U-Haul Transit Road No
5.37 U-Haul Xxxxxxxx Xx No
5.38 U-Haul Eastview No
5.39 U-Haul Niagara Fall No
5.40 U-Haul Ctr Cache Rd No
5.41 U-Haul Ctr Midway No
5.42 U-Haul Shadeland Av No
5.43 U-Haul Ctr Columbia No
5.44 U-Haul Ctr of Rome No
5.45 U-Haul Ctr Baseline No
5.46 U-Haul Ct Of Auburn No
5.47 U-Haul Center N Freeway No
5.48 U-Haul Ct Queen Cty No
5.49 U-Haul Ctr Anmoore No
5.50 U-Haul Center Janesville No
5.51 U-Haul Ctr Fairview No
5.52 U-Haul Center La Crosse No
5.53 U-Haul Ct Roswell No
5.54 U-Haul Xxxxxxxxxx Xx
0 Xxxxxxx Xxxxxxxxx Marriott No Yes No
8 Prium Office Portfolio II No Yes No
8.01 Lacey DSHS
8.02 Lacey Revenue
8.03 Capitol Building
8.04 Attorney General Building
8.05 Wenatchee II
8.06 Moses Lake Building
8.07 Department of Corrections
8.08 Seattle West
8.09 Wenatchee I
8.10 Chehalis Building
8.11 Department of Licensing
00 Xxxxxx Xxxx Xxxxxxx No Yes No
17 Penney's Plaza No No No 30,375.00
18 Missouri Falls No No No
19 Willow Creek Retail Center No Yes Yes
20 Xxxxxx'x Gate at Woodbridge No No No
22 North Hills Shopping Center No No No 43,157.50
23 Hilton Garden Inn - Fairfax No Yes No
24 8501 West Xxxxxxx No Yes No
26 Maricopa Fiesta Shopping Xxxxxx Xx Xx Xx
00 000 Xxxxx Xxxxxx No Yes No
34 Park N Go No Yes No 26,250.00
37 The Village at Schneithorst's Yes No No
39 Van Buren Plaza No No No 57,827.50
40 Serendipity No No No
42 Big Curve Shopping Center No No No
43 Occidental Business Center No No No 250,000.00
44 Holiday Inn Express - Hauppauge Yes Yes No
47 Yorba Canyon Center - Retail No No No 7,812.50
00 Xxxxxx Xxxxxx Xxx - Xxxx Xxxxx No Yes No
49 Aurora Square No No No 13,238.00
50 Carmax Louisville Kentucky No Yes No
51 Hilton Garden Inn - Miramar No Yes No
58 Plaza Del Mar No Yes No 68,414.00
61 Decatur Xxxxx Shopping Xxxxxx Xx Xx Xx
00 Xxxxxxxx Xxxxxx No Yes No
64 Harcourt Club No No No 25,625.00
65 Ocoee Town Xxxxxx Xx Xx Xx
00 Xxxxxxx Xxxxx No No No 90,875.00
70 Safeway Village at Rockrimmon No No No 16,950.00
76 Walgreens - New Brunswick No Yes No 50,000.00
78 Walgreens - Xxxxxxxx No Yes No 11,812.50
79 12800-12830 Seal Beach Boulevard No Yes No
80 Ontario Marketplace No No Yes
83 Mega Play Plaza No No No
84 Meridian Marketplace No No No
85 1401 Walnut No Yes Xx
00 Xxxx Xxxxxx Xxxxxx Xx Xx Xx
00 Holiday Inn Express - Xxxxxx No Yes No
101 Wal-Mart Las Cruces No Yes No
000 Xxxxxxxx Xxxx Self Storage No No No
105 0000 Xxxxx Xxxxxxx Xxxxxx No No No
000 Xxxxxxxxx Xxxxxxx No Yes No
109 Yorba Canyon Center - Office No No No 12,500.00
Loan # Property Name Upfront Upfront Upfront Upfront RE
CapEx Envir. TI/LC Tax Reserve
Reserves Reserve Reserve
1 The Westchester
2 000 Xxxxx Xxxxxx 3,212,062.01
3 Queen Ka'ahumanu Center
5 U-Haul Self Storage Portfolio I 412,991.00 388,607.61
5.01 U-Haul Center Nanuet
5.02 U-Haul Mission Ave
5.03 U-Haul Center Fairbanks
5.04 U-Haul Ctr El Cajon
5.05 U-Haul Ctr Lakewood
5.06 U-Haul Rolling Acres
5.07 U-Haul West Maple
5.08 U-Haul Center Midlothian
5.09 U-Haul Ctr Xxxxxx
5.10 U-Haul Center Xxxxx Blvd
5.11 U-Haul Ct Hillsboro
5.12 U-Haul Park Forest
5.13 U-Haul Ct Good Hope
5.14 U-Haul Waterford
5.15 U-Haul Ctr Ridge Rd
5.16 U-Haul Center Of Xxxxxxxxx
5.17 U-Haul Xxxxxxxxx Drive
5.18 U-Haul Center Watertown
5.19 U-Haul Ctr Main St
5.20 U-Haul Schererville
5.21 U-Haul Xxxxxx I-70
5.22 U-Haul Berrien
5.23 U-Haul Center Of 64 East
5.24 U-Haul Little Creek
5.25 U-Haul Center Waukegan
5.26 U-Haul University
5.27 U-Haul Ct Genesee
5.28 U-Haul Academy Blvd
5.29 U-Haul Ctr Tustin
5.30 U-Haul Ct Main St
5.31 U-Haul Circle City
5.32 U-Haul Ctr Xxxx
5.33 U-Haul Keystone Pla
5.34 U-Haul Greenfield
5.35 U-Haul Frenchtown
5.36 U-Haul Transit Road
5.37 U-Haul Xxxxxxxx Xx
5.38 U-Haul Eastview
5.39 U-Haul Niagara Fall
5.40 U-Haul Ctr Cache Rd
5.41 U-Haul Ctr Midway
5.42 U-Haul Shadeland Av
5.43 U-Haul Ctr Columbia
5.44 U-Haul Ctr of Rome
5.45 U-Haul Ctr Baseline
5.46 U-Haul Ct Of Auburn
5.47 U-Haul Center N Freeway
5.48 U-Haul Ct Queen Cty
5.49 U-Haul Ctr Anmoore
5.50 U-Haul Center Janesville
5.51 U-Haul Ctr Fairview
5.52 U-Haul Center La Crosse
5.53 U-Haul Ct Roswell
5.54 X-Xxxx Xxxxxxxxxx
0 Xxxxxxx Xxxxxxxxx Marriott 23,025.54
8 Prium Office Portfolio II 250,000.00
8.01 Lacey DSHS
8.02 Lacey Revenue
8.03 Capitol Building
8.04 Attorney General Building
8.05 Wenatchee II
8.06 Moses Lake Building
8.07 Department of Corrections
8.08 Seattle West
8.09 Wenatchee I
8.10 Chehalis Building
8.11 Department of Licensing
00 Xxxxxx Xxxx Xxxxxxx 49,578.53
17 Penney's Plaza 34,349.71
18 Missouri Falls 938.00 19,188.16
19 Willow Creek Retail Center 207,083.33
00 Xxxxxx'x Xxxx at Xxxxxxxxxx
00 Xxxxx Xxxxx Shopping Center 100,000.00
00 Xxxxxx Xxxxxx Xxx - Xxxxxxx 47,704.28
24 8501 West Xxxxxxx 62,481.04 54,583.33
26 Maricopa Fiesta Shopping Center 100,000.00 14,501.75
32 000 Xxxxx Xxxxxx 7,835.59
34 Park N Go 124,536.58
37 The Village at Schneithorst's 29,309.08
00 Xxx Xxxxx Xxxxx 245,674.50 18,395.16
40 Serendipity 11,753.38
42 Big Curve Shopping Center 12,500.00 200,000.00 17,654.46
43 Occidental Business Center 42,612.00
44 Holiday Inn Express - Hauppauge 138,805.76
00 Xxxxx Xxxxxx Xxxxxx - Retail 47,700.00 22,082.37
00 Xxxxxx Xxxxxx Xxx - Xxxx Xxxxx 91,636.13
00 Xxxxxx Xxxxxx 184,235.00 20,082.25
50 Carmax Louisville Kentucky 8,628.00
51 Hilton Garden Inn - Miramar 143,325.00
58 Plaza Del Mar 12,072.20
00 Xxxxxxx Xxxxx Xxxxxxxx Xxxxxx 69,025.00 237,000.00
62 Halekuai Center 19,552.88
00 Xxxxxxxx Xxxx 15,760.91
00 Xxxxx Xxxx Xxxxxx 50,000.00 10,007.69
00 Xxxxxxx Xxxxx 30,000.00 100,000.00 75,000.00
70 Safeway Village at Rockrimmon 161,660.00
00 Xxxxxxxxx - Xxx Xxxxxxxxx 95,781.28
78 Walgreens - Xxxxxxxx
79 12800-12830 Seal Beach Boulevard 6,594.12
80 Ontario Marketplace 9,238.72
83 Mega Play Plaza 80,000.00 18,721.60
00 Xxxxxxxx Xxxxxxxxxxx 17,959.88
85 1401 Walnut 30,080.96
00 Xxxx Xxxxxx Center 150,000.00 23,807.00
93 Holiday Inn Express - Xxxxxx 13,537.11
101 Wal-Mart Las Cruces
000 Xxxxxxxx Xxxx Self Storage 19,269.10
105 0000 Xxxxx Xxxxxxx Xxxxxx 2,555.06
000 Xxxxxxxxx Xxxxxxx
000 Xxxxx Xxxxxx Xxxxxx - Office 12,300.00 8,576.80
Loan # Property Name Upfront Upfront Other Upfront Other Description
Insurance Reserve
Reserve
1 The Westchester
2 000 Xxxxx Xxxxxx 266,348.08 5,006,453.42 Ground Rent Escrow (130,166.67);
Newport News Deferral Reserve (175,000.00); SLF
Leasehold Mortgage Debt Service Reserve
(293,317.67); Prime Lease Purchase Option
Reserve (4,407,969.08)
3 Queen Ka'ahumanu Center
5 U-Haul Self Storage Portfolio I 26,304.83
5.01 U-Haul Center Nanuet
5.02 U-Haul Mission Ave
5.03 U-Haul Center Fairbanks
5.04 U-Haul Ctr El Cajon
5.05 U-Haul Ctr Lakewood
5.06 U-Haul Rolling Acres
5.07 U-Haul West Maple
5.08 U-Haul Center Midlothian
5.09 U-Haul Ctr Xxxxxx
5.10 U-Haul Center Xxxxx Blvd
5.11 U-Haul Ct Hillsboro
5.12 U-Haul Park Forest
5.13 U-Haul Ct Good Hope
5.14 U-Haul Waterford
5.15 U-Haul Ctr Ridge Rd
5.16 U-Haul Center Of Xxxxxxxxx
5.17 U-Haul Xxxxxxxxx Drive
5.18 U-Haul Center Watertown
5.19 U-Haul Ctr Main St
5.20 U-Haul Schererville
5.21 U-Haul Xxxxxx I-70
5.22 U-Haul Berrien
5.23 U-Haul Center Of 64 East
5.24 U-Haul Little Creek
5.25 U-Haul Center Waukegan
5.26 U-Haul University
5.27 U-Haul Ct Genesee
5.28 U-Haul Academy Blvd
5.29 U-Haul Ctr Tustin
5.30 U-Haul Ct Main St
5.31 U-Haul Circle City
5.32 U-Haul Ctr Xxxx
5.33 U-Haul Keystone Pla
5.34 U-Haul Greenfield
5.35 U-Haul Frenchtown
5.36 U-Haul Transit Road
5.37 U-Haul Xxxxxxxx Xx
5.38 U-Haul Eastview
5.39 U-Haul Niagara Fall
5.40 U-Haul Ctr Cache Rd
5.41 U-Haul Ctr Midway
5.42 U-Haul Shadeland Av
5.43 U-Haul Ctr Columbia
5.44 U-Haul Ctr of Rome
5.45 U-Haul Ctr Baseline
5.46 U-Haul Ct Of Auburn
5.47 U-Haul Center N Freeway
5.48 U-Haul Ct Queen Cty
5.49 U-Haul Ctr Anmoore
5.50 U-Haul Center Janesville
5.51 U-Haul Ctr Fairview
5.52 U-Haul Center La Crosse
5.53 U-Haul Ct Roswell
5.54 X-Xxxx Xxxxxxxxxx
0 Xxxxxxx Xxxxxxxxx Marriott 833,438.58 Seasonality Reserve
8 Prium Office Portfolio II
8.01 Lacey DSHS
8.02 Lacey Revenue
8.03 Capitol Building
8.04 Attorney General Building
8.05 Wenatchee II
8.06 Moses Lake Building
8.07 Department of Corrections
8.08 Seattle West
8.09 Wenatchee I
8.10 Chehalis Building
8.11 Department of Licensing
00 Xxxxxx Xxxx Xxxxxxx 22,046.06 899,415.05 Debt Service Reserve
17 Penney's Plaza 29,787.98 500,000.00 Room With a Cue Reserve
18 Missouri Falls 4,169.03
00 Xxxxxx Xxxxx Xxxxxx Xxxxxx
00 Xxxxxx'x Xxxx at Woodbridge
22 North Hills Shopping Center 14,623.35 91,703.00 T-Mobile Reserves ($40,962)
and Fatburger Reserves ($50,741)
00 Xxxxxx Xxxxxx Xxx - Xxxxxxx
24 8501 West Xxxxxxx 10,532.00 Prepaid Rent
26 Maricopa Fiesta Shopping Center 1,316.79 258,000.00 Four Tenant Reserves
32 000 Xxxxx Xxxxxx 66,500.00 Activities 4 Less Rent Reserve
($51,500.00) and Tenant Estoppel
Reserve ($15,000.00)
34 Park N Go 18,770.95
37 The Village at Schneithorst's 2,500.00 L/C Transfer Fee
39 Van Buren Plaza
40 Serendipity
42 Big Curve Shopping Center 3,026.45 14,816.00 Rollover Reserve
43 Occidental Business Center 6,012.30
44 Holiday Inn Express - Hauppauge 16,251.79 71,699.55 Seasonality Reserve
00 Xxxxx Xxxxxx Xxxxxx - Retail 2,590.30
00 Xxxxxx Xxxxxx Xxx - Xxxx Xxxxx
49 Aurora Square 7,158.90 350,000.00 Rent-A-Center Reserve
50 Carmax Louisville Kentucky
51 Hilton Garden Inn - Miramar 600,000.00 Performance Reserve
58 Plaza Del Mar 13,393.00
61 Decatur Xxxxx Shopping Center 3,995.51
62 Halekuai Center 5,056.10 200,000.00 Tan Hawaii Golf Reserve
64 Harcourt Club 3,008.43
00 Xxxxx Xxxx Xxxxxx 18,503.65
00 Xxxxxxx Xxxxx 4,971.75 60,000.00 Country Squire Reserve
70 Safeway Village at Rockrimmon 1,736.26
00 Xxxxxxxxx - Xxx Xxxxxxxxx
00 Xxxxxxxxx - Xxxxxxxx 30,298.61 Debt Service Reserve
79 12800-12830 Seal Beach Boulevard 5,037.90
80 Ontario Marketplace
83 Mega Play Plaza
84 Meridian Marketplace 12,031.25
85 1401 Walnut 26,503.75 38,891.40 Debt Service
00 Xxxx Xxxxxx Center 6,751.50
93 Holiday Inn Express - Xxxxxx 8,603.16 110,000.00 Seasonality Reserve ($74,300.00)
and Bed Replacement Reserve
($35,700.00)
101 Wal-Mart Las Cruces
102 Xxxxxxxx Road Self Storage 4,844.74 110,000.00 DSCR Reserve
105 9821 South Eastern Avenue 4,812.41
107 Walgreens Houston 12,056.01 Debt Service
109 Yorba Canyon Center - Office 518.05
Loan # Property Name Monthly Capex Reserve Monthly Monthly
Envir. TI/LC
Reserve Reserve
1 The Westchester
2 711 Third Avenue
3 Queen Ka'ahumanu Center
5 U-Haul Self Storage Portfolio I 13,547.34
5.01 U-Haul Center Nanuet
5.02 U-Haul Mission Ave
5.03 U-Haul Center Fairbanks
5.04 U-Haul Ctr El Cajon
5.05 U-Haul Ctr Lakewood
5.06 U-Haul Rolling Acres
5.07 U-Haul West Maple
5.08 U-Haul Center Midlothian
5.09 U-Haul Ctr Blaine
5.10 U-Haul Center Bragg Blvd
5.11 U-Haul Ct Hillsboro
5.12 U-Haul Park Forest
5.13 U-Haul Ct Good Hope
5.14 U-Haul Waterford
5.15 U-Haul Ctr Ridge Rd
5.16 U-Haul Center Of Elizabeth
5.17 U-Haul Stevenson Drive
5.18 U-Haul Center Watertown
5.19 U-Haul Ctr Main St
5.20 U-Haul Schererville
5.21 U-Haul Noland I-70
5.22 U-Haul Berrien
5.23 U-Haul Center Of 64 East
5.24 U-Haul Little Creek
5.25 U-Haul Center Waukegan
5.26 U-Haul University
5.27 U-Haul Ct Genesee
5.28 U-Haul Academy Blvd
5.29 U-Haul Ctr Tustin
5.30 U-Haul Ct Main St
5.31 U-Haul Circle City
5.32 U-Haul Ctr Troy
5.33 U-Haul Keystone Pla
5.34 U-Haul Greenfield
5.35 U-Haul Frenchtown
5.36 U-Haul Transit Road
5.37 U-Haul Mayfield Rd
5.38 U-Haul Eastview
5.39 U-Haul Niagara Fall
5.40 U-Haul Ctr Cache Rd
5.41 U-Haul Ctr Midway
5.42 U-Haul Shadeland Av
5.43 U-Haul Ctr Columbia
5.44 U-Haul Ctr of Rome
5.45 U-Haul Ctr Baseline
5.46 U-Haul Ct Of Auburn
5.47 U-Haul Center N Freeway
5.48 U-Haul Ct Queen Cty
5.49 U-Haul Ctr Anmoore
5.50 U-Haul Center Janesville
5.51 U-Haul Ctr Fairview
5.52 U-Haul Center La Crosse
5.53 U-Haul Ct Roswell
5.54 U-Haul Crossroads
7 Norfolk Waterside Marriott 4% of Gross Revenues
8 Prium Office Portfolio II 4,269.42 14,000.00
8.01 Lacey DSHS
8.02 Lacey Revenue
8.03 Capitol Building
8.04 Attorney General Building
8.05 Wenatchee II
8.06 Moses Lake Building
8.07 Department of Corrections
8.08 Seattle West
8.09 Wenatchee I
8.10 Chehalis Building
8.11 Department of Licensing
15 Forest Lake Estates 4,858.00
17 Penney's Plaza 2,043.00
18 Missouri Falls 3,909.00 78.17 12,766.00
19 Willow Creek Retail Center 1,389.58 7,817.00
20 Barron's Gate at Woodbridge 5,149.00
22 North Hills Shopping Center 2,310.50 4,167.00
23 Hilton Garden Inn - Fairfax 4% of Gross Revenues
24 8501 West Higgins 4,840.42 15,627.58
26 Maricopa Fiesta Shopping Center 1,157.00 4,167.00
32 844 Front Street 204.00 3,500.00
34 Park N Go 6,388.00
37 The Village at Schneithorst's 482.00 5,500.00
39 Van Buren Plaza 2,228.00 6,500.00
40 Serendipity 1,771.00
42 Big Curve Shopping Center 3,160.00 6,500.00
43 Occidental Business Center 1,546.00 9,500.00
44 Holiday Inn Express - Hauppauge 15,362.00
47 Yorba Canyon Center - Retail 468.93
48 Hilton Garden Inn - Boca Raton 4% of Gross Revenues
49 Aurora Square 822.00
50 Carmax Louisville Kentucky 719.00
51 Hilton Garden Inn - Miramar 4% of Gross Revenues
58 Plaza Del Mar 629.00 2,266.00
61 Decatur Twain Shopping Center 908.00 4,000.00
62 Halekuai Center 322.00 2,917.00
64 Harcourt Club 3,330.00
65 Ocoee Town Square 1,284.00 5,783.00
69 Olympia Plaza 2,660.00 6,385.00
70 Safeway Village at Rockrimmon 741.00 2,084.00
76 Walgreens - New Brunswick
78 Walgreens - Chamblee
79 12800-12830 Seal Beach Boulevard
80 Ontario Marketplace 367.00 2,500.00
83 Mega Play Plaza 368.00
84 Meridian Marketplace
85 1401 Walnut
88 Bell Street Center 371.00
93 Holiday Inn Express - Bishop 4% of Gross Revenues
101 Wal-Mart Las Cruces
102 Jennings Road Self Storage 450.00
105 9821 South Eastern Avenue 127.00 533.00
107 Walgreens Houston 124.00
109 Yorba Canyon Center - Office 120.73
Loan # Property Name Monthly RE Monthly Monthly Other Month Description
Tax Insurance Other
Reserve Reserve Reserve
1 The Westchester
2 711 Third Avenue 401,507.75 29,594.23 423,484.34 Ground Rent Escrow
($130,166.67) and SLG
Leasehold Mortgage Debt
Service Reserve
($293,317.67)
3 Queen Ka'ahumanu Center
5 U-Haul Self Storage Portfolio I 129,535.87
5.01 U-Haul Center Nanuet
5.02 U-Haul Mission Ave
5.03 U-Haul Center Fairbanks
5.04 U-Haul Ctr El Cajon
5.05 U-Haul Ctr Lakewood
5.06 U-Haul Rolling Acres
5.07 U-Haul West Maple
5.08 U-Haul Center Midlothian
5.09 U-Haul Ctr Blaine
5.10 U-Haul Center Bragg Blvd
5.11 U-Haul Ct Hillsboro
5.12 U-Haul Park Forest
5.13 U-Haul Ct Good Hope
5.14 U-Haul Waterford
5.15 U-Haul Ctr Ridge Rd
5.16 U-Haul Center Of Elizabeth
5.17 U-Haul Stevenson Drive
5.18 U-Haul Center Watertown
5.19 U-Haul Ctr Main St
5.20 U-Haul Schererville
5.21 U-Haul Noland I-70
5.22 U-Haul Berrien
5.23 U-Haul Center Of 64 East
5.24 U-Haul Little Creek
5.25 U-Haul Center Waukegan
5.26 U-Haul University
5.27 U-Haul Ct Genesee
5.28 U-Haul Academy Blvd
5.29 U-Haul Ctr Tustin
5.30 U-Haul Ct Main St
5.31 U-Haul Circle City
5.32 U-Haul Ctr Troy
5.33 U-Haul Keystone Pla
5.34 U-Haul Greenfield
5.35 U-Haul Frenchtown
5.36 U-Haul Transit Road
5.37 U-Haul Mayfield Rd
5.38 U-Haul Eastview
5.39 U-Haul Niagara Fall
5.40 U-Haul Ctr Cache Rd
5.41 U-Haul Ctr Midway
5.42 U-Haul Shadeland Av
5.43 U-Haul Ctr Columbia
5.44 U-Haul Ctr of Rome
5.45 U-Haul Ctr Baseline
5.46 U-Haul Ct Of Auburn
5.47 U-Haul Center N Freeway
5.48 U-Haul Ct Queen Cty
5.49 U-Haul Ctr Anmoore
5.50 U-Haul Center Janesville
5.51 U-Haul Ctr Fairview
5.52 U-Haul Center La Crosse
5.53 U-Haul Ct Roswell
5.54 U-Haul Crossroads
7 Norfolk Waterside Marriott 55,603.13 17,816.14 83,343.86 Seasonality Reserve
8 Prium Office Portfolio II 31,082.28 4,627.09
8.01 Lacey DSHS
8.02 Lacey Revenue
8.03 Capitol Building
8.04 Attorney General Building
8.05 Wenatchee II
8.06 Moses Lake Building
8.07 Department of Corrections
8.08 Seattle West
8.09 Wenatchee I
8.10 Chehalis Building
8.11 Department of Licensing
15 Forest Lake Estates 24,789.27 4,409.21
17 Penney's Plaza 17,174.86 4,964.66
18 Missouri Falls 19,188.16 2,084.51
19 Willow Creek Retail Center 29,583.33 1,708.26
20 Barron's Gate at Woodbridge
22 North Hills Shopping Center 13,006.05 4,874.45
23 Hilton Garden Inn - Fairfax 11,926.07
24 8501 West Higgins 54,583.33
26 Maricopa Fiesta Shopping Center 20,299.65 1,316.79
32 844 Front Street 3,917.79 3,356.63
34 Park N Go 17,790.94 3,754.19
37 The Village at Schneithorst's 5,861.82 1,996.40
39 Van Buren Plaza 3,065.86 1,568.53
40 Serendipity 3,917.79 2,994.34
42 Big Curve Shopping Center 17,654.46 1,513.23
43 Occidental Business Center 14,204.00 2,004.10
44 Holiday Inn Express - Hauppauge 27,761.15 8,125.89 23,899.85 Seasonality Reserve
47 Yorba Canyon Center - Retail 7,360.79 1,295.15
48 Hilton Garden Inn - Boca Raton 13,090.88
49 Aurora Square 10,041.12 1,193.15
50 Carmax Louisville Kentucky
51 Hilton Garden Inn - Miramar 20,475.00
58 Plaza Del Mar 12,072.20 1,420.39
61 Decatur Twain Shopping Center 3,874.02 1,331.84
62 Halekuai Center 4,888.22 2,528.05
64 Harcourt Club 7,880.46 1,504.21
65 Ocoee Town Square 10,007.69 3,700.73
69 Olympia Plaza 30,622.57 2,485.88
70 Safeway Village at Rockrimmon 5,627.08 1,736.26
76 Walgreens - New Brunswick
78 Walgreens - Chamblee
79 12800-12830 Seal Beach Boulevard 3,297.06
80 Ontario Marketplace 3,079.57 908.16
83 Mega Play Plaza 2,763.80 1,598.45
84 Meridian Marketplace 4,489.97 1,093.75
85 1401 Walnut 15,040.48 2,650.38
88 Bell Street Center 5,951.75 675.15
93 Holiday Inn Express - Bishop 3,384.28
101 Wal-Mart Las Cruces 30,405.85 Debt Service
102 Jennings Road Self Storage 2,752.73 2,422.37
105 9821 South Eastern Avenue 894.27 534.71
107 Walgreens Houston
109 Yorba Canyon Center - Office 2,858.93 259.03
Loan # Property Name Total Unit of Grace Loan
SF/Units Measure Period Group
1 The Westchester 831,841 SF 6 1
2 711 Third Avenue 550,651 SF 0 1
3 Queen Ka'ahumanu Center 556,511 SF 0 1
5 U-Haul Self Storage Portfolio I 1,083,787 SF 5 1
5.01 U-Haul Center Nanuet 27,575 SF 1
5.02 U-Haul Mission Ave 29,100 SF 1
5.03 U-Haul Center Fairbanks 44,020 SF 1
5.04 U-Haul Ctr El Cajon 19,594 SF 1
5.05 U-Haul Ctr Lakewood 23,000 SF 1
5.06 U-Haul Rolling Acres 48,830 SF 1
5.07 U-Haul West Maple 25,336 SF 1
5.08 U-Haul Center Midlothian 32,650 SF 1
5.09 U-Haul Ctr Blaine 39,430 SF 1
5.10 U-Haul Center Bragg Blvd 27,685 SF 1
5.11 U-Haul Ct Hillsboro 25,860 SF 1
5.12 U-Haul Park Forest 37,200 SF 1
5.13 U-Haul Ct Good Hope 27,800 SF 1
5.14 U-Haul Waterford 28,525 SF 1
5.15 U-Haul Ctr Ridge Rd 23,564 SF 1
5.16 U-Haul Center Of Elizabeth 13,850 SF 1
5.17 U-Haul Stevenson Drive 25,690 SF 1
5.18 U-Haul Center Watertown 20,957 SF 1
5.19 U-Haul Ctr Main St 34,930 SF 1
5.20 U-Haul Schererville 30,850 SF 1
5.21 U-Haul Noland I-70 20,979 SF 1
5.22 U-Haul Berrien 19,350 SF 1
5.23 U-Haul Center Of 64 East 20,339 SF 1
5.24 U-Haul Little Creek 12,260 SF 1
5.25 U-Haul Center Waukegan 19,104 SF 1
5.26 U-Haul University 13,750 SF 1
5.27 U-Haul Ct Genesee 24,310 SF 1
5.28 U-Haul Academy Blvd 24,275 SF 1
5.29 U-Haul Ctr Tustin 8,764 SF 1
5.30 U-Haul Ct Main St 14,288 SF 1
5.31 U-Haul Circle City 11,355 SF 1
5.32 U-Haul Ctr Troy 13,665 SF 1
5.33 U-Haul Keystone Pla 17,317 SF 1
5.34 U-Haul Greenfield 16,300 SF 1
5.35 U-Haul Frenchtown 19,010 SF 1
5.36 U-Haul Transit Road 17,176 SF 1
5.37 U-Haul Mayfield Rd 7,413 SF 1
5.38 U-Haul Eastview 8,750 SF 1
5.39 U-Haul Niagara Fall 14,030 SF 1
5.40 U-Haul Ctr Cache Rd 24,300 SF 1
5.41 U-Haul Ctr Midway 10,152 SF 1
5.42 U-Haul Shadeland Av 20,136 SF 1
5.43 U-Haul Ctr Columbia 15,500 SF 1
5.44 U-Haul Ctr of Rome 13,648 SF 1
5.45 U-Haul Ctr Baseline 8,378 SF 1
5.46 U-Haul Ct Of Auburn 9,095 SF 1
5.47 U-Haul Center N Freeway 19,258 SF 1
5.48 U-Haul Ct Queen Cty 10,350 SF 1
5.49 U-Haul Ctr Anmoore 13,725 SF 1
5.50 U-Haul Center Janesville 10,703 SF 1
5.51 U-Haul Ctr Fairview 5,230 SF 1
5.52 U-Haul Center La Crosse 13,300 SF 1
5.53 U-Haul Ct Roswell 10,331 SF 1
5.54 U-Haul Crossroads 10,800 SF 1
7 Norfolk Waterside Marriott 405 Rooms 7 1
8 Prium Office Portfolio II 341,558 SF 0 1
8.01 Lacey DSHS 85,238 SF 1
8.02 Lacey Revenue 66,596 SF 1
8.03 Capitol Building 46,080 SF 1
8.04 Attorney General Building 33,269 SF 1
8.05 Wenatchee II 28,383 SF 1
8.06 Moses Lake Building 25,307 SF 1
8.07 Department of Corrections 18,104 SF 1
8.08 Seattle West 9,385 SF 1
8.09 Wenatchee I 10,800 SF 1
8.10 Chehalis Building 12,650 SF 1
8.11 Department of Licensing 5,746 SF 1
15 Forest Lake Estates 1,164 Pads 5 2
17 Penney's Plaza 163,467 SF 5 1
18 Missouri Falls 187,648 SF 5 1
19 Willow Creek Retail Center 166,746 SF 5 1
20 Barron's Gate at Woodbridge 228 Units 5 2
22 North Hills Shopping Center 95,608 SF 5 1
23 Hilton Garden Inn - Fairfax 149 Rooms 5 1
24 8501 West Higgins 165,957 SF 5 1
26 Maricopa Fiesta Shopping Center 92,937 SF 5 1
32 844 Front Street 12,038 SF 0 1
34 Park N Go 1,553 Units 5 1
37 The Village at Schneithorst's 38,451 SF 5 1
39 Van Buren Plaza 93,956 SF 5 1
40 Serendipity 425 Pads 5 1
42 Big Curve Shopping Center 126,402 SF 5 1
43 Occidental Business Center 92,749 SF 5 1
44 Holiday Inn Express - Hauppauge 133 Rooms 5 1
47 Yorba Canyon Center - Retail 37,514 SF 5 1
48 Hilton Garden Inn - Boca Raton 149 Rooms 5 1
49 Aurora Square 65,733 SF 5 1
50 Carmax Louisville Kentucky 50,736 SF 5 1
51 Hilton Garden Inn - Miramar 149 Rooms 5 1
58 Plaza Del Mar 32,076 SF 5 1
61 Decatur Twain Shopping Center 49,807 SF 5 1
62 Halekuai Center 25,753 SF 5 1
64 Harcourt Club 148 Units 5 2
65 Ocoee Town Square 126,168 SF 5 1
69 Olympia Plaza 127,694 SF 5 1
70 Safeway Village at Rockrimmon 44,464 SF 5 1
76 Walgreens - New Brunswick 14,480 SF 5 1
78 Walgreens - Chamblee 14,560 SF 5 1
79 12800-12830 Seal Beach Boulevard 19,316 SF 5 1
80 Ontario Marketplace 30,000 SF 5 1
83 Mega Play Plaza 29,400 SF 5 1
84 Meridian Marketplace 41,167 SF 5 1
85 1401 Walnut 18,491 SF 5 1
88 Bell Street Center 30,980 SF 0 1
93 Holiday Inn Express - Bishop 66 Rooms 0 1
101 Wal-Mart Las Cruces 100,774 SF 5 1
102 Jennings Road Self Storage 47,910 SF 5 1
105 9821 South Eastern Avenue 8,000 SF 5 1
107 Walgreens Houston 14,820 SF 5 1
109 Yorba Canyon Center - Office 9,658 SF 5 1
