Common use of Origination of the Mortgage Loans Clause in Contracts

Origination of the Mortgage Loans. The Seller originated all of the Mortgage Loans. ANNEX A (TO SCHEDULE I) EXCEPTIONS TO THE REPRESENTATIONS AND WARRANTIES Representation #2 - Ownership of the Mortgage Loans -------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception -------------------------------------------------------------------------------- Glendale Galleria The Mortgage Loan that will be included in the trust is, together with another mortgage loan with which it is pari passu in right of payment, a senior loan in a multiple loan structure comprised of multiple mortgage loans, 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 -------------------------------------------------------------------------------- Xxxxxxx Xxxxxx - Missouri The Lender will have a valid and enforceable first priority lien on the fee estate of the mortgaged Property and a direct assignment by Borrower, as assignor, to Lender, as assignee, of that certain Master Lease (the "Master Lease") between the Borrower, as Master Lessor, and New Xxxxxxx Leasing, L.P., as Master Lessee; provided, however, that the Master Lessee will only assign the subleases under the Master Lease to the Borrower in order to ensure that the Master Lease is a "true lease" for tax purposes, and thus, only by virtue of the assignment of the Master Lease from Borrower to Lender, shall the subleases be indirectly assigned to Lender. In addition, although the Lender will have a first priority lien on the fee estate of the mortgaged Property and assignments of the Master Lease and its respective subleases, the Master Lease will be also be subordinated to the Lender's rights under -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- the loan documents pursuant to a Subordination Agreement to be executed by the Master Lessee for the benefit of Lender (the "Subordination Agreement"), which will contain a limited non-disturbance provision for the Master Lessee (which provision would only become ineffective until the date which is sixty-six months immediately following the placed-in service date for the Property (as determined and defined by the Internal Revenue Code) with respect to the Federal Historic Rehabilitation Tax Credits associated with the Property and allocated to the Limited Partner of the Master Lessee in this transaction. -------------------------------------------------------------------------------- Ashford Hotel Portfolio With respect to seven of the properties comprising the Mortgaged Property of the Ashford Hotel Portfolio, an affiliate of Marriott International, Inc. serves as manager of the mortgaged real property and, pursuant to the applicable management agreements, maintains escrow reserve accounts for payment of taxes and insurance, and for replacement of furniture, fixtures and equipment. The mortgagee does not have a security interest in these escrow accounts held by the manager. -------------------------------------------------------------------------------- Glendale Galleria The Mortgage Loan that will be included in the trust is, together with another mortgage loan with which it is pari passu in right of payment, a senior loan in a multiple loan structure comprised of multiple mortgage loans, all of which (whether or not included in the trust) are secured by the same mortgage instrument and are cross-defaulted. -------------------------------------------------------------------------------- Westminster City Center A tenant at the property has the option to purchase the parcel that it currently leases and a right of first refusal with respect to such parcel. The loan documents permit the borrower to release such parcel from the lien of the mortgage in connection -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- with the exercise of such purchase option or right of first refusal upon the satisfaction of certain conditions specified in the loan documents. --------------------------------------------------------------------------------

Origination of the Mortgage Loans. The Seller originated all of the Mortgage Loans. ANNEX A (TO SCHEDULE I) EXCEPTIONS TO THE REPRESENTATIONS AND WARRANTIES Representation #2 - Ownership of numbers referred to below relate to the corresponding Mortgage Loan representations and warranties set forth in Schedule I to the Mortgage Loans -------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception -------------------------------------------------------------------------------- Glendale Galleria Purchase Agreement for Countrywide. Note: The Mortgage Loan that will be included in known as Anchor Square Plaza, identified on Annex A-1 by ID # 149, has an Indemnity Deed of Trust structure. The related borrower under such Mortgage Loan executed and delivered the trust isrelated note to the lender and is obligated to make payments thereunder. The related property owner for such Mortgage Loan has guaranteed all amounts payable by the borrower under the related note, together with another mortgage loan with which it guaranty is pari passu in right of payment, a senior loan in a multiple loan structure comprised of multiple mortgage loans, all of which (whether or not included in the trust) are secured by an indemnity deed of trust in favor of the same mortgage instrument and are crosslender. With respect to the above referenced Mortgage Loan, certain of the representations regarding the borrower refer to the property owner of the related Mortgaged Property. --------------------------------------------------------------------------------------------------------------------- ANNEX A-1 ID # MORTGAGE LOAN EXCEPTION --------------------------------------------------------------------------------------------------------------------- EXCEPTIONS TO REPRESENTATION 7: CONDITION OF PROPERTY; CONDEMNATION. --------------------------------------------------------------------------------------------------------------------- 240 Arrowhead MHP Approximately seven of the sixty-defaulted. -------------------------------------------------------------------------------- Representation #4 - Lien; Valid Assignment -------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception -------------------------------------------------------------------------------- Xxxxxxx Xxxxxx - Missouri The Lender will have a valid and enforceable first priority lien one mobile homes located on the fee estate Mortgaged Property encroach over the property boundaries. The encroaching mobile homes can be moved so that they are entirely situated on the Mortgaged Property if necessary. The borrower and recourse guarantor have full recourse to lender for any losses sustained by lender as a result of encroachment by any mobile home over the property lines (including all costs and expenses of moving same, if ever required), or as a result of any boundary line dispute with any adjoining property owner or claimant thereto. --------------------------------------------------------------------------------------------------------------------- EXCEPTIONS TO REPRESENTATION 8: TITLE INSURANCE. --------------------------------------------------------------------------------------------------------------------- 000 Xxxxxxxxxxx Xxxxxx The Title Policy contains no exclusion for whether the related Mortgaged Property has access to a public road, however the Mortgaged Property's access to the public road is through government owned land over which there is no easement. --------------------------------------------------------------------------------------------------------------------- EXCEPTIONS TO REPRESENTATION 10: MORTGAGE PROVISIONS. --------------------------------------------------------------------------------------------------------------------- Various All of the mortgaged Property and a direct assignment exceptions made to representation number 14 regarding terrorism insurance are incorporated herein by Borrowerreference as if made herein. --------------------------------------------------------------------------------------------------------------------- EXCEPTIONS TO REPRESENTATION 12: ENVIRONMENTAL CONDITIONS. --------------------------------------------------------------------------------------------------------------------- 000 Xxxxxxxxx Xxxxx & Xxx The environmental assessment report with regard to the Mortgaged Ridge Plaza Properties, is dated more than twelve (12) --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- ANNEX A-1 ID # MORTGAGE LOAN EXCEPTION --------------------------------------------------------------------------------------------------------------------- months prior to the date hereof. --------------------------------------------------------------------------------------------------------------------- EXCEPTIONS TO REPRESENTATION 14: INSURANCE. --------------------------------------------------------------------------------------------------------------------- Various With respect to VARIOUS COUNTRYWIDE MORTGAGE LOANS (other than any exceptions herein to the contrary), for so long as assignor, to Lender, as assignee, the Terrorism Risk Insurance Act of that certain Master Lease 2002 (the "Master LeaseTRIA") between is in effect (including any extensions), the Borrower, lender shall accept terrorism insurance which covers against "covered acts" as Master Lessor, and New Xxxxxxx Leasing, L.P., as Master Lessee; provided, however, that the Master Lessee will only assign the subleases under the Master Lease to the Borrower in order to ensure that the Master Lease is a "true lease" for tax purposes, and thus, only defined by virtue of the assignment of the Master Lease from Borrower to Lender, shall the subleases be indirectly assigned to LenderTRIA. In addition, although the Lender will have borrower may only be required to maintain insurance covering for loss resulting from perils of terrorism and acts of terrorism to the extent such coverage is available at commercially reasonable rates. --------------------------------------------------------------------------------------------------------------------- 53 Tarzana Office Properties The borrower is only required to maintain terrorism insurance coverage to the extent such insurance is available for a first priority lien on the fee estate premium equal to 150% of the mortgaged Property and assignments total annual premium for insurance without terrorism coverage. --------------------------------------------------------------------------------------------------------------------- 000 Xxxxxxxxx Xxxxx The borrower is only required to maintain terrorism insurance coverage to the extent such insurance is available for a premium equal to 100% of the Master Lease and its respective subleases, the Master Lease will be also be subordinated total annual premium for insurance without terrorism coverage. --------------------------------------------------------------------------------------------------------------------- 94 Flextronics The borrower is only required to maintain terrorism insurance to the Lender's rights under -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- extent such insurance is available for a premium equal to 75% of the loan documents pursuant total annual premium for insurance without terrorism insurance. --------------------------------------------------------------------------------------------------------------------- 93, 107, Courtyard Marriot - Danbury, The borrower currently has layered property coverage totaling 000, 000 Xxxxxxxxx Xxxxxxx - Xxxxxxx, $50,000,000.00 per occurrence, subject to a Subordination Agreement $25,000 per Hampton Inn - Ellenton, occurrence deductible. The borrower's property insurance Hampton Inn - Windsor carriers are Lexington Insurance Company, Allied World Assurance Company, Hartford Insurance Company, Traders and Pacific / Xxxxxxxx Insurance Company and Landmark American Insurance Company. The borrower has layered liability coverage with the first layer held by Great Divide Insurance Company, and the second layer held by ARCH Specialty Insurance Company, currently subject to be executed by the Master Lessee for the benefit of Lender (the "Subordination Agreement"), which will contain a limited non-disturbance provision for the Master Lessee (which provision would only become ineffective until the date which $100,000.00 self insured retention. --------------------------------------------------------------------------------------------------------------------- 000 Xxxxxx Xxxxxx Xxxxx The borrower is sixty-six months immediately following the placed-in service date for the Property (as determined and defined by the Internal Revenue Code) not required to maintain terrorism insurance with respect to the Federal Historic Rehabilitation Tax Credits associated with the Property and allocated to the Limited Partner a portion of the Master Lessee Mortgaged Property, provided that SuperValu, Inc. is in this transactionoccupancy of such space. -------------------------------------------------------------------------------- Ashford Hotel Portfolio With respect --------------------------------------------------------------------------------------------------------------------- 171, 197, WWG Glendale, WWG Los The borrower is only required to seven maintain terrorism --------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------- ANNEX A-1 ID # MORTGAGE LOAN EXCEPTION --------------------------------------------------------------------------------------------------------------------- 120 Angeles, Paradise Valley insurance coverage that is available for a premium equal to 150% Medical Plaza of the properties comprising total annual premium for property insurance and business interruption insurance. -------------------------------------------------------------------------------------------------------------------- 267 Iron Mountain The borrower's current policy has a $25,000.00 property deductible and a $10,000.00 general liability deductible; in the event of a carrier downgrade, the borrower is required to provide policies with deductibles not exceeding $10,000.00 in the aggregate. --------------------------------------------------------------------------------------------------------------------- EXCEPTIONS TO REPRESENTATION 17: LOCAL LAW COMPLIANCE. --------------------------------------------------------------------------------------------------------------------- 85 Xxxxxxxx Industrial The zoning report indicates that compliance with ADA requires 5 handicap parking spaces at the mortgaged property but only one such space currently exists. There is adequate space to stripe the remaining handicap spaces if required. --------------------------------------------------------------------------------------------------------------------- 253 Available Self-Storage The Mortgaged Property is legally nonconforming and may be rebuilt provided that if more than 50% of the Mortgaged Property is destroyed it must be rebuilt in conformity with zoning regulations, except that, the borrower may obtain a conditional use permit to rebuild and continue to operate the property as a self-storage facility. --------------------------------------------------------------------------------------------------------------------- EXCEPTIONS TO REPRESENTATION 18: LEASEHOLD ESTATE. --------------------------------------------------------------------------------------------------------------------- 197 WWG Los Angeles The ground lease does not provide that no notice of termination (v) given under such ground lease is effective against the lender under such Mortgage Loan unless a copy has been delivered to such lender. --------------------------------------------------------------------------------------------------------------------- 197 WWG Los Angeles Although the lender is permitted a reasonable opportunity to (vi) cure any default under the ground lease, which is curable after the receipt of notice of any such default, before the lessor thereunder may terminate such ground lease, the ground lessor is not specifically precluded from terminating the ground lease where possession of the Ashford Hotel Portfolio, an affiliate of Marriott International, Inc. serves as manager Mortgaged Property is required to cure or where the related default is not susceptible to cure by lender. --------------------------------------------------------------------------------------------------------------------- 197 WWG Los Angeles The ground lessor's consent is required in order to sublease (x) more than 40% of the mortgaged real property and, pursuant Mortgaged Property to the applicable management agreements, maintains escrow reserve accounts for payment of taxes and insurance, and for replacement of furniture, fixtures and equipmentone entity or person. The mortgagee does not have a security interest in these escrow accounts held by the manager. -------------------------------------------------------------------------------- Glendale Galleria The Mortgage Loan that will be included in the trust is, together with another mortgage loan with which it is pari passu in right of payment, a senior loan in a multiple loan structure comprised of multiple mortgage loans, all of which (whether or not included in the trust) are secured by the same mortgage instrument and are cross-defaulted. -------------------------------------------------------------------------------- Westminster City Center A tenant at the property has the option to purchase the parcel that it currently leases and a right of first refusal with respect to such parcel. The loan documents permit the borrower to release such parcel from the lien of the mortgage in connection -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- with the exercise of such purchase option or right of first refusal upon the satisfaction of certain conditions specified in the loan documents. ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- ANNEX A-1 ID # MORTGAGE LOAN EXCEPTION ---------------------------------------------------------------------------------------------------------------------

Origination of the Mortgage Loans. The Seller originated all of the Mortgage Loans. ANNEX A (TO SCHEDULE I) EXCEPTIONS TO THE REPRESENTATIONS AND WARRANTIES Representation #2 - Ownership of the Mortgage Loans -------------------------------------------------------------------------------- <TABLE> -------------------------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception -------------------------------------------------------------------------------- Glendale Galleria The -------------------------------------------------------------------------------------------------- 8, 32, 23, 48, Prium Office Portfolio II, Each Mortgage Loan that will be included in the trust 51 and 1 000 Xxxxx Xxxxxx, Xxxxxx Trust is, individually or together with another Garden Inn - Fairfax, Hilton mortgage loan with which it is pari passu (in the Garden Inn - Boca Raton, case of The Westchester) in right of payment, a Hilton Garden Inn - Miramar senior loan in a multiple loan structure comprised and The Westchester of multiple two or more mortgage loansloans that will be included in the Trust, all of which (whether or not included in the trustTrust) are secured by the same mortgage instrument and are cross-defaulted. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------- </TABLE> Representation #4 - Lien; Valid Assignment -------------------------------------------------------------------------------- <TABLE> -------------------------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception -------------------------------------------------------------------------------- Xxxxxxx Xxxxxx - Missouri The Lender will have a valid and enforceable first priority lien on the fee estate of the mortgaged Property and a direct assignment by Borrower-------------------------------------------------------------------------------------------------- 8, as assignor32, to Lender23, as assignee48, of that certain Master Lease (the "Master Lease") between the BorrowerPrium Office Portfolio II, as Master Lessor, and New Xxxxxxx Leasing, L.P., as Master Lessee; provided, however, that the Master Lessee will only assign the subleases under the Master Lease to the Borrower in order to ensure that the Master Lease is a "true lease" for tax purposes, and thus, only by virtue of the assignment of the Master Lease from Borrower to Lender, shall the subleases be indirectly assigned to Lender. In addition, although the Lender will have a first priority lien on the fee estate of the mortgaged Property and assignments of the Master Lease and its respective subleases, the Master Lease will be also be subordinated to the Lender's rights under -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- the loan documents pursuant to a Subordination Agreement to be executed by the Master Lessee for the benefit of Lender (the "Subordination Agreement"), which will contain a limited non-disturbance provision for the Master Lessee (which provision would only become ineffective until the date which is sixty-six months immediately following the placed-in service date for the Property (as determined and defined by the Internal Revenue Code) with respect to the Federal Historic Rehabilitation Tax Credits associated with the Property and allocated to the Limited Partner of the Master Lessee in this transaction. -------------------------------------------------------------------------------- Ashford Hotel Portfolio With respect to seven of the properties comprising the Mortgaged Property of the Ashford Hotel Portfolio, an affiliate of Marriott International, Inc. serves as manager of the mortgaged real property and, pursuant to the applicable management agreements, maintains escrow reserve accounts for payment of taxes and insurance, and for replacement of furniture, fixtures and equipment. The mortgagee does not have a security interest in these escrow accounts held by the manager. -------------------------------------------------------------------------------- Glendale Galleria The Each Mortgage Loan that will be included in the trust 51 and 1 000 Xxxxx Xxxxxx, Xxxxxx Trust is, individually or together with another Garden Inn - Fairfax, Hilton mortgage loan with which it is pari passu (in the Garden Inn - Boca Raton, case of The Westchester) in right of payment, a Hilton Garden Inn - Miramar senior loan in a multiple loan structure comprised and The Westchester of multiple two or more mortgage loansloans that will be included in the Trust, all of which (whether or not included in the trustTrust) are secured by the same mortgage instrument and are cross-defaulted. -------------------------------------------------------------------------------- Westminster City Center A tenant at -------------------------------------------------------------------------------------------------- 2 000 Xxxxx Xxxxxx The Mortgage constitutes a first priority lien upon the property 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 option to purchase Seller and constitutes a portion of the parcel collateral for -------------------------------------------------------------------------------------------------- </TABLE> <TABLE> -------------------------------------------------------------------------------------------------- the related Mortgage Loan. -------------------------------------------------------------------------------------------------- </TABLE> Representation #5 - Assignment of Leases and Rents <TABLE> -------------------------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception -------------------------------------------------------------------------------------------------- 8, 32, 23, 48, Prium Office Portfolio II, Each Mortgage Loan that will be included in the 51 and 1 000 Xxxxx Xxxxxx, Xxxxxx Trust is, individually or together with another Garden Inn - Fairfax, Hilton mortgage loan with which it currently leases and a is pari passu (in the Garden Inn - Boca Raton, case of The Westchester) in right of first refusal with respect to such parcelpayment, a Hilton Garden Inn - Miramar senior loan in a multiple loan structure comprised and The Westchester 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. -------------------------------------------------------------------------------------------------- </TABLE> Representation #7 - Condition of Property; Condemnation <TABLE> -------------------------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception -------------------------------------------------------------------------------------------------- <TABLE> -------------------------------------------------------------------------------------------------- year plan developed by the NCDOT every 2 years) that identifies the transportation needs of the state. The loan documents permit 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 to release such parcel from borrower's property for the lien next several months collecting data necessary for the design of the mortgage 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. -------------------------------------------------------------------------------------------------- 5 U-Haul Circle City The City 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 exercise proposed easement (for example, size, location etc). -------------------------------------------------------------------------------------------------- </TABLE> Representation #8 - Title Insurance <TABLE> -------------------------------------------------------------------------------------------------- Loan Number Loan Name Description of such purchase option Exception -------------------------------------------------------------------------------------------------- 8, 32, 23, 48, Prium Office Portfolio II, Each Mortgage Loan that will be included in the 51 and 1 000 Xxxxx Xxxxxx, Xxxxxx Trust is, individually or together with another Garden Inn - Fairfax, Hilton mortgage loan with which it is pari passu (in the Garden Inn - Boca Raton, case of The Westchester) in right of first refusal upon the satisfaction payment, a Hilton Garden Inn - Miramar senior loan in a multiple loan structure comprised and The Westchester of certain conditions specified two or more mortgage loans that will be included in the loan documentsTrust, 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 -------------------------------------------------------------------------------------------------- </TABLE> <TABLE> -------------------------------------------------------------------------------------------------- is being conveyed to the Purchaser. -------------------------------------------------------------------------------------------------- </TABLE> Representation #10 - Mortgage Provisions <TABLE> -------------------------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception --------------------------------------------------------------------------------------------------