MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement, dated as of the date of the Pooling and
Servicing Agreement (as defined below) (the "Agreement"), between First Union
National Bank (the "Seller") and First Union Commercial Mortgage Securities,
Inc. (the "Purchaser").
The Seller intends to sell and the Purchaser intends to purchase certain
multifamily and commercial mortgage loans (the "FUNB Mortgage Loans") as
provided herein. The Purchaser intends to deposit the FUNB Mortgage Loans,
together with the Other Mortgage Loans (as defined below), into a trust fund
(the "Trust Fund"), the beneficial ownership of which will be evidenced by
multiple classes (each, a "Class") of mortgage pass-through certificates (the
"Certificates"). One or more "real estate mortgage investment conduit" ("REMIC")
elections will be made with respect to most of the Trust Fund. The Trust Fund
will be created and the Certificates will be issued pursuant to a Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of the
Cut-Off Date, among the Purchaser as depositor, First Union National Bank as
master servicer (in such capacity, the "Master Servicer"), ORIX Real Estate
Capital Markets, LLC as special servicer (in such capacity, the "Special
Servicer"), and Norwest Bank Minnesota, National Association as trustee (the
"Trustee"). Concurrently with the purchase of the FUNB Mortgage Loans pursuant
to this Agreement, the Purchaser will also purchase certain multifamily and
commercial mortgage loans (the "Other Mortgage Loans", and collectively with the
FUNB Mortgage Loans, the "Mortgage Loans") pursuant to a separate mortgage loan
purchase agreement, dated as of the date of the Pooling and Servicing Agreement
between the Purchaser and Xxxxxxx Xxxxx Mortgage Capital Inc. The Other Mortgage
Loans will likewise be deposited into the Trust Fund. Capitalized terms used but
not defined herein have the respective meanings set forth in the Pooling and
Servicing Agreement.
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase.
(a) The Seller agrees to sell, and the Purchaser agrees to purchase,
the FUNB Mortgage Loans identified on the schedule (the "Mortgage Loan
Schedule") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be
amended to reflect the actual FUNB Mortgage Loans delivered to the Purchaser
pursuant to the terms hereof. The FUNB Mortgage Loans are expected to have an
aggregate principal balance of $ (the "FUNB Balance") (subject to a variance of
plus or minus 5.0%) as of the close of business on the Cut-Off Date, after
giving effect to any payments due on or before such date whether or not
received. The FUNB Balance, together with the aggregate principal balance of the
Other Mortgage Loans as of the Cut-Off Date (after giving effect to any payments
due on or before such date whether or not received), is expected to equal an
aggregate principal balance (the "Initial Pool Balance") of $776,325,806
(subject to a
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variance of plus or minus 5%). The purchase and sale of the FUNB Mortgage Loans
shall take place on May 11, 2000 or such other date as shall be mutually
acceptable to the parties hereto (the "Closing Date"). The consideration (the
"Aggregate Purchase Price") for the FUNB Mortgage Loans shall consist of a cash
amount equal to (i) [ ]% of the FUNB Balance as of the Cut-Off Date, plus (ii)
interest accrued on the FUNB Balance at the related Net Mortgage Rate for the
period from and including the Cut-Off Date up to but not including the Closing
Date in the amount of $[ ], less fees and expenses payable by the Seller. The
Aggregate Purchase Price shall be paid to the Seller or its designee by wire
transfer in immediately available funds on the Closing Date.
The Purchaser will assign to the Trustee, all of its right, title and
interest in and to the FUNB Mortgage Loans.
SECTION 2. Conveyance of FUNB Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt of the
purchase price referred to in Section 1 hereof, the Seller does hereby sell,
transfer, assign, set over and otherwise convey to the Purchaser, without
recourse (except as set forth in this Agreement), all the right, title and
interest of the Seller in and to the FUNB Mortgage Loans identified on the
Mortgage Loan Schedule as of such date, on a servicing released basis, together
with all of the Seller's right, title and interest in and to the proceeds of any
related title, hazard, primary mortgage or other insurance proceeds. The
Mortgage Loan Schedule, as it may be amended, shall conform to the requirements
set forth in this Agreement and the Pooling and Servicing Agreement.
(b) The Purchaser or its assignee shall be entitled to receive all
scheduled payments of principal and interest due after the Cut-Off Date, and all
other recoveries of principal and interest collected after the Cut-Off Date
(other than in respect of principal and interest on the FUNB 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 FUNB Mortgage Loans due on or
before the Cut-Off Date and principal prepayments thereon), shall belong to, and
be promptly remitted to, the Seller.
(c) The Seller hereby represents and warrants that it has, on behalf
of the Purchaser, delivered to the Trustee, the documents and instruments
specified below with respect to each FUNB Mortgage Loan (each a "Mortgage
File"). All Mortgage Files so delivered will be held by the Trustee in escrow at
all times prior to the Closing Date. Each Mortgage File shall contain the
following documents:
(i) the original executed Mortgage Note including any power of
attorney related to the execution thereof (or a lost note
affidavit and indemnity with a copy of such Mortgage Note
attached thereto) together with any intervening endorsements
thereon, endorsed on its face or by allonge attached thereto
(without recourse, representation or warranty, express or
implied) to the order of Norwest Bank Minnesota, National
Association, as trustee for the
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registered holders of First Union National Bank Commercial
Mortgage Pass- Through Certificates, Series 2000-C1 or in blank;
(ii) an original or copy of the Mortgage, together with any and all
intervening assignments thereof, in each case with evidence of
recording indicated thereon;
(iii) an original or copy of any related Assignment of Leases (if such
item is a document separate from the Mortgage), together with any
and all intervening assignments thereof, in each case with
evidence of recording indicated thereon;
(iv) an original executed assignment, in recordable form, of (a) the
Mortgage, (b) any related Assignment of Leases (if such item is a
document separate from the Mortgage) and (c) any other recorded
document relating to the FUNB Mortgage Loan otherwise included in
the Mortgage File, in favor of Norwest Bank Minnesota, National
Association, as trustee for the registered holders of First Union
National Bank Commercial Mortgage Pass-Through Certificates,
Series 2000-C1 or in blank;
(v) an original assignment of all unrecorded documents relating to
the FUNB Mortgage Loan, in favor of Norwest Bank Minnesota,
National Association, as trustee for the registered holders of
First Union National Bank Commercial Mortgage Pass-Through
Certificates, Series 2000-C1 or in blank;
(vi) originals or copies of any consolidation, assumption,
substitution and modification agreements in those instances where
the terms or provisions of the Mortgage or Mortgage Note have
been consolidated or modified or the Mortgage Loan has been
assumed;
(vii) the original or a copy of the policy or certificate of lender's
title insurance or, if such policy has not been issued, an
original or copy of an irrevocable, binding commitment to issue
such title insurance policy;
(viii) any filed copies (with evidence of filing) or other evidence of
filing satisfactory to the Purchaser of any prior UCC Financing
Statements in favor of the originator of such FUNB Mortgage Loan
or in favor of any assignee prior to the Trustee (but only to the
extent the Seller had possession of such UCC Financing Statements
prior to the Closing Date) and, if there is an effective UCC
Financing Statement and continuation statements in favor of the
Seller on record with the applicable public office for UCC
Financing Statements, an original UCC-2 or UCC-3 assignment, as
appropriate, in form suitable for filing, as appropriate, in
favor of Norwest Bank Minnesota, National Association, as trustee
for the registered holders of First Union
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National Bank Commercial Mortgage Pass-Through Certificates,
Series 2000-C1 or in blank;
(ix) an original or copy of any Ground Lease, any Credit Lease and any
Lease Enhancement Policy, RVI Policy or Guaranty; and
(x) any intercreditor agreement relating to permitted debt of the
Mortgagor.
(d) The Seller shall take all actions necessary or desirable to permit
the Trustee to fulfill its obligations pursuant to Section 2.01(d) of the
Pooling and Servicing Agreement.
(e) All documents and records (except attorney-client privileged
communication and internal credit analysis of the Seller) relating to each FUNB
Mortgage Loan and in the Seller's possession (the "Additional Mortgage Loan
Documents") that are not required to be delivered to the Trustee shall promptly
be delivered or caused to be delivered by the Seller to the Master Servicer or
at the direction of the Master Servicer to the appropriate sub-servicer,
together with any related escrow amounts and reserve amounts.
SECTION 3. Representations, Warranties and Covenants of Seller.
(a) The Seller hereby represents and warrants to and covenants with
the Purchaser, as of the date hereof, that:
(i) The Seller is a national banking association organized and validly
existing and in good standing under the banking laws of the United States
and possesses all requisite authority, power, licenses, permits and
franchises to carry on its business as currently conducted by it and to
execute, deliver and comply with its obligations under the terms of this
Agreement.
(ii) This Agreement has been duly and validly authorized, executed and
delivered by the Seller and, assuming due authorization, execution and
delivery hereof by the Purchaser, constitutes a legal, valid and binding
obligation of the Seller, enforceable against the Seller in accordance with
its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights in general, as they may be applied in the
context of the insolvency of a national banking association, and by general
equity principles (regardless of whether such enforcement is considered in
a proceeding in equity or at law), and by public policy considerations
underlying the securities laws, to the extent that such public policy
considerations limit the enforceability of the provisions of this Agreement
which purport to provide indemnification from liabilities under applicable
securities laws.
(iii) The execution and delivery of this Agreement by the Seller and
the Seller's performance and compliance with the terms of this Agreement
will not (A) violate the Seller's articles of association or By-Laws, (B)
violate any law or regulation or any administrative decree or order to
which it is subject or (C) constitute a material default (or
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an event which, with notice or lapse of time, or both, would constitute a
material default) under, or result in the breach of, any material contract,
agreement or other instrument to which the Seller is a party or by which
the Seller is bound.
(iv) The Seller is not in default with respect to any order or decree
of any court or any order, regulation or demand of any federal, state,
municipal or other governmental agency or body, which default might have
consequences that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the condition (financial or
other) or operations of the Seller or its properties or have consequences
that would materially and adversely affect its performance hereunder.
(v) The Seller is not a party to or bound by any agreement or
instrument or subject to any articles of association, bylaws or any other
corporate restriction or any judgment, order, writ, injunction, decree, law
or regulation that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the ability of the Seller to
perform its obligations under this Agreement or that requires the consent
of any third person to the execution of this Agreement or the performance
by the Seller of its obligations under this Agreement (except to the extent
such consent has been obtained).
(vi) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Seller of or compliance by the Seller with this
Agreement or the consummation of the transactions contemplated by this
Agreement except as have previously been obtained, and no bulk sale law
applies to such transactions.
(vii) No litigation is pending or, to the Seller's knowledge,
threatened against the Seller that would, in the Seller's good faith and
reasonable judgment, prohibit its entering into this Agreement or
materially and adversely affect the performance by the Seller of its
obligations under this Agreement.
(viii) Under generally accepted accounting principles ("GAAP") and for
federal income tax purposes, the Seller will report the transfer of the
FUNB Mortgage Loans to the Purchaser as a sale of the FUNB Mortgage Loans
to the Purchaser in exchange for consideration consisting of a cash amount
equal to the Aggregate Purchase Price. The consideration received by the
Seller upon the sale of the FUNB Mortgage Loans to the Purchaser will
constitute reasonably equivalent value at least equal to the fair market
value of the FUNB Mortgage Loans. The Seller will be solvent at all
relevant times prior to, and will not be rendered insolvent by, the sale of
the FUNB Mortgage Loans to the Purchaser. The Seller is not selling the
FUNB Mortgage Loans to the Purchaser with any intent to hinder, delay or
defraud any of the creditors of the Seller.
(b) The Seller hereby makes the representations and warranties
contained in Schedule I, Schedule II, Schedule III and Schedule IV hereto for
the benefit of the Purchaser and the Trustee for the benefit of the
Certificateholders as of the Closing Date, with respect to (and solely with
respect to) each FUNB Mortgage Loan.
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(c) If the Seller receives written notice of a Document Defect or a
Breach pursuant to Section 2.03(a) of the Pooling and Servicing Agreement
relating to a FUNB Mortgage Loan, then the Seller shall not later than 90 days
from receipt of such notice (or, in the case of a Document Defect or Breach
relating to a FUNB Mortgage Loan not being a "qualified mortgage" within the
meaning of the REMIC Provisions (a "Qualified Mortgage"), not later than 90 days
of any party to the Pooling and Servicing Agreement discovering such Document
Defect or Breach provided the Seller receives such notice in a timely manner),
if such Document Defect or Breach shall materially and adversely affect the
value of the related FUNB Mortgage Loan or the interest of the
Certificateholders therein, cure such Document Defect or Breach, as the case may
be, in all material respects, which shall include payment of losses and any
Additional Trust Fund Expenses associated therewith or, if such Document Defect
or Breach (other than omissions solely due to a document not having been
returned by the related recording office) cannot be cured within such 90-day
period, (i) repurchase the affected FUNB Mortgage Loan at the applicable
Purchase Price not later than the end of such 90-day period or (ii) substitute a
Qualified Substitute Mortgage Loan for such affected FUNB Mortgage Loan not
later than the end of such 90-day period (and in no event later than the second
anniversary of the Closing Date) and pay the Master Servicer for deposit into
the Certificate Account, any Substitution Shortfall Amount in connection
therewith; provided, however, that if such Document Defect or Breach is capable
of being cured but not within such 90- day period, such Document Defect or
Breach does not relate to the FUNB Mortgage Loan not being treated as a
Qualified Mortgage, and the Seller has commenced and is diligently proceeding
with the cure of such Document Defect or Breach within such 90-day period, such
Seller shall have an additional 90 days to complete such cure (or, failing such
cure, to repurchase or substitute the related FUNB Mortgage Loan); and provided,
further, that with respect to such additional 90-day period the Seller shall
have delivered an Officer's Certificate to the Trustee setting forth the reason
such Document Defect or Breach is not capable of being cured within the initial
90-day period and what actions the Seller is pursuing in connection with the
cure thereof and stating that the Seller anticipates that such Document Defect
or Breach will be cured within the additional 90-day period. For a period of two
years from the Closing Date, so long as there remains any Mortgage File relating
to a FUNB Mortgage Loan as to which there is any uncured Document Defect or
Breach, the Seller shall provide the Officer's Certificate to the Trustee
described above as to the reasons such Document Defect or Breach remains uncured
and as to the actions being taken to pursue cure; provided, however, that,
without limiting the effect of the forgoing provisions of this Section 3(c), if
such Document Defect or Breach shall materially and adversely affect the value
of such FUNB Mortgage Loan or the interests of the holders of the Certificates
therein, the Seller shall in all cases on or prior to the second anniversary of
the Closing Date either cause such Document Defect or Breach to be cured or
repurchase the affected FUNB Mortgage Loan. Notwithstanding the foregoing, the
delivery of a commitment to issue a policy of lender's title insurance as
described in clause 12 of Schedule I hereof in lieu of the delivery of the
actual policy of lender's title insurance shall not be considered a Document
Defect or Breach with respect to any Mortgage File if such actual policy of
insurance is delivered to the Trustee or a Custodian on its behalf not later
than the 90th day following the Closing Date.
(d) In connection with any permitted repurchase or substitution of one
or more FUNB Mortgage Loans contemplated hereby, upon receipt of a certificate
from a Servicing Officer
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certifying as to the receipt of the Purchase Price or Substitution Shortfall
Amount(s), as applicable, in the Certificate Account, and the delivery of the
Mortgage File(s) and the Servicing File(s) for the related Qualified Substitute
Mortgage Loan(s) to the Custodian and the Master Servicer, respectively, if
applicable (i) the Trustee shall execute and deliver such endorsements and
assignments as are provided to it by the Master Servicer, in each case without
recourse, representation or warranty, as shall be necessary to vest in the
Seller, the legal and beneficial ownership of each repurchased FUNB Mortgage
Loan or substituted FUNB Mortgage Loan, as applicable, and (ii) the Trustee, the
Custodian, the Master Servicer and the Special Servicer shall each tender to the
Seller, upon delivery to each of them of a receipt executed by the Seller, all
portions of the Mortgage File and other documents pertaining to such FUNB
Mortgage Loan possessed by it.
(e) Without limiting the remedies of the Purchaser, the
Certificateholders or the Trustee on behalf of the Certificateholders pursuant
to this Agreement, it is acknowledged that the representations and warranties
are being made for risk allocation purposes. Subject to Section 7 of this
Agreement, this Section 3 provides the sole remedy available to the
Certificateholders, or the Trustee on behalf of the Certificateholders,
respecting any Document Defect in a Mortgage File or any Breach of any
representation or warranty set forth in or required to be made pursuant to
Section 3 of this Agreement.
SECTION 4. Representations and Warranties of the Purchaser. In order to induce
the Seller to enter into this Agreement, the Purchaser hereby represents and
warrants for the benefit of the Seller as of the date hereof that:
(a) The Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of the State of North Carolina. The
Purchaser has the full corporate power and authority and legal right to acquire
the FUNB Mortgage Loans from the Seller and to transfer the FUNB Mortgage Loans
to the Trustee.
(b) This Agreement has been duly and validly authorized, executed and
delivered by the Purchaser, all requisite action by the Purchaser's directors
and officers has been taken in connection therewith, and (assuming the due
authorization, execution and delivery hereof by the Seller) this Agreement
constitutes the valid, legal and binding agreement of the Purchaser, enforceable
against the Purchaser in accordance with its terms, except as such enforcement
may be limited by (A) laws relating to bankruptcy, insolvency, reorganization,
receivership or moratorium, (B) other laws relating to or affecting the rights
of creditors generally, or (C) general equity principles (regardless of whether
such enforcement is considered in a proceeding in equity or at law).
(c) Except as may be required under federal or state securities laws
(and which will be obtained on a timely basis), no consent, approval,
authorization or order of, registration or filing with, or notice to, any
governmental authority or court, is required, under federal or state law, for
the execution, delivery and performance by the Purchaser of or compliance by the
Purchaser with this Agreement, or the consummation by the Purchaser of any
transaction described in this Agreement.
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(d) None of the acquisition of the FUNB Mortgage Loans by the
Purchaser, the transfer of the FUNB Mortgage Loans to the Trustee, and the
execution, delivery or performance of this Agreement by the Purchaser, results
or will result in the creation or imposition of any lien on any of the
Purchaser's assets or property, or conflicts or will conflict with, results or
will result in a breach of, or constitutes or will constitute a default under
(A) any term or provision of the Purchaser's Articles of Incorporation or
Bylaws, (B) any term or provision of any material agreement, contract,
instrument or indenture, to which the Purchaser is a party or by which the
Purchaser is bound, or (C) any law, rule, regulation, order, judgment, writ,
injunction or decree of any court or governmental authority having jurisdiction
over the Purchaser or its assets.
(e) Under GAAP and for federal income tax purposes, the Purchaser will
report the transfer of the FUNB Mortgage Loans by the Seller to the Purchaser as
a sale of the FUNB Mortgage Loans to the Purchaser in exchange for consideration
consisting of a cash amount equal to the Aggregate Purchase Price.
(f) There is no action, suit, proceeding or investigation pending or
to the knowledge of the Purchaser, threatened against the Purchaser in any court
or by or before any other governmental agency or instrumentality which would
materially and adversely affect the validity of this Agreement or any action
taken in connection with the obligations of the Purchaser contemplated herein,
or which would be likely to impair materially the ability of the Purchaser to
perform under the terms of this Agreement.
(g) The Purchaser is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,
municipal or governmental agency, which default might have consequences that
would materially and adversely affect the condition (financial or other) or
operations of the Purchaser or its properties or might have consequences that
would materially and adversely affect its performance hereunder.
SECTION 5. Closing. The closing of the sale of the FUNB Mortgage Loans (the
"Closing") shall be held at the offices of Xxxxx, Xxxxx & Xxxxx, Charlotte,
North Carolina on the Closing Date.
The Closing shall be subject to each of the following conditions:
(a) All of the representations and warranties of the Seller set forth
in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of the
representations and warranties of the Purchaser set forth in Section 4 of this
Agreement shall be true and correct in all material respects as of the Closing
Date; provided, however, that any material inaccuracy in any representation and
warranty set forth in or made pursuant to Section 3(b) shall not affect the
Purchaser's obligation to purchase the FUNB Mortgage Loans not affected by such
inaccuracy;
(b) All documents specified in Section 6 of this Agreement (the
"Closing Documents"), in such forms as are agreed upon and acceptable to the
Purchaser, the Underwriters and their respective counsel in their reasonable
discretion, shall be duly executed and delivered by all signatories as required
pursuant to the respective terms thereof;
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(c) The Seller shall have delivered and released to the Trustee (or a
Custodian on its behalf) and the Master Servicer, respectively, all documents
represented to have been or required to be delivered to the Trustee and the
Master Servicer pursuant to Section 2 of this Agreement;
(d) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with in all
material respects and the Seller shall have the ability to comply with all terms
and conditions and perform all duties and obligations required to be complied
with or performed after the Closing Date; and
(e) The Seller shall have paid all fees and expenses payable by it to
the Purchaser or otherwise pursuant to this Agreement as of the Closing Date.
(f) A letter from the independent accounting firm of KPMG LLP in form
satisfactory to the Purchaser, relating to certain information regarding the
Mortgage Loans as set forth in the Prospectus and a letter from KPMG LLP
regarding certain information regarding the Certificates as set forth in the
Prospectus Supplement.
Both parties agree to use their best efforts to perform their
respective obligations hereunder in a manner that will enable the Purchaser to
purchase the FUNB Mortgage Loans on the Closing Date.
SECTION 6. Closing Documents. The Closing Documents shall consist of the
following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A Certificate of the Seller, executed by a duly authorized officer
of the Seller and dated the Closing Date, and upon which the Purchaser and the
Underwriters may rely, to the effect that: (i) the representations and
warranties of the Seller in this Agreement are true and correct in all material
respects at and as of the Closing Date with the same effect as if made on such
date; and (ii) the Seller has, in all material respects, complied with all the
agreements and satisfied all the conditions on its part that are required under
this Agreement to be performed or satisfied at or prior to the date hereof;
(c) An Officer's Certificate from an officer of the Seller, dated the
Closing Date, and upon which the Purchaser may rely, to the effect that each
individual who, as an officer or representative of the Seller, signed this
Agreement or any other document or certificate delivered on or before the
Closing Date in connection with the transactions contemplated herein, was at the
respective times of such signing and delivery, and is as of the Closing Date,
duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures;
(d) An Officer's Certificate from an officer of the Seller, dated the
Closing Date, and upon which the Purchaser and the Underwriters may rely, to the
effect that (i) such officer has carefully examined the Prospectus and nothing
has come to his attention that would lead him to
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believe that the Prospectus, as of the date of the Prospectus Supplement or as
of the Closing Date, included or includes any untrue statement of a material
fact relating to the FUNB Mortgage Loans or omitted or omits to state therein a
material fact necessary in order to make the statements therein relating to the
FUNB Mortgage Loans, in light of the circumstances under which they were made,
not misleading, and (ii) such officer has examined the Memorandum and nothing
has come to his attention that would lead him to believe that the Memorandum, as
of the date thereof or as of the Closing Date, included or includes any untrue
statement of a material fact relating to the FUNB Mortgage Loans or omitted or
omits to state therein a material fact necessary in order to make the statements
therein related to the FUNB Mortgage Loans, in the light of the circumstances
under which they were made, not misleading.
(e) The resolutions of the requisite committee of the Seller's board
of directors authorizing the Seller's entering into the transactions
contemplated by this Agreement, the articles of association and by-laws of the
Seller, and a certificate of good standing of the Seller issued by the State of
Delaware not earlier than sixty (60) days prior to the Closing Date;
(f) A written opinion of counsel for the Seller, reasonably
satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the
Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and
each of the Rating Agencies, together with such other written opinions as may be
required by the Rating Agencies; and
(g) Such further certificates, opinions and documents as the Purchaser
may reasonably request.
SECTION 7. Indemnification.
(a) The Seller shall indemnify and hold harmless the Purchaser, the
Underwriters, their respective officers and directors, and each person, if any,
who controls the Purchaser or any Underwriter within the meaning of either
Section 15 of the Securities Act of 1933, as amended (the "1933 Act") or Section
20 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), against
any and all losses, claims, damages or liabilities, joint or several, to which
they or any of them may become subject under the 1933 Act, the 1934 Act or other
federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) (i) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in (A) the Prospectus Supplement,
the Memorandum, the Diskette or, insofar as they are required to be filed as
part of the Registration Statement pursuant to the No-Action Letters, any
Computational Materials or ABS Term Sheets with respect to the Registered
Certificates, or in any revision or amendment of or supplement to any of the
foregoing or (B) any items similar to Computational Materials and ABS Term
Sheets forwarded to prospective investors in the Non-Registered Certificates
(the items in (A) and (B) being defined as the "Disclosure Material"), or (ii)
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; but only if and to the extent that (I) any such untrue
statement or alleged untrue statement or omission or alleged omission arises out
of or is based upon an untrue statement or omission with respect to the FUNB
Mortgage
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Loans, the related Mortgagors and/or the related Mortgaged Properties contained
in the Data File (it being herein acknowledged that the Data File was and will
be used to prepare the Prospectus Supplement including without limitation Annex
A thereto, the Memorandum, the Diskette, any Computational Materials and ABS
Term Sheets with respect to the Registered Certificates and any items similar to
Computational Materials and ABS Term Sheets forwarded to prospective investors
in the Non-Registered Certificates), (II) any such untrue statement or alleged
untrue statement or omission or alleged omission of a material fact is with
respect to, or arises out of or is based upon an untrue statement or omission of
a material fact with respect to, the information regarding the FUNB Mortgage
Loans, the related Mortgagors, the related Mortgaged Properties and/or the
Seller set forth (X) in the Prospectus Supplement and the Memorandum under the
headings: "SUMMARY OF PROSPECTUS SUPPLEMENT-THE PARTIES-The Mortgage Loan
Sellers", "SUMMARY OF PROSPECTUS SUPPLEMENT-THE MORTGAGE LOANS", "RISK
FACTORS-Certain Risk Factors Associated With the Mortgage Loans" and
"DESCRIPTION OF THE MORTGAGE POOL" and (Y) on Annex A to the Prospectus
Supplement and, to the extent consistent therewith, on a Diskette, or (III) any
such untrue statement or alleged untrue statement or omission or alleged
omission arises out of or is based upon a breach of the representations and
warranties of the Seller set forth in or made pursuant to Section 3; provided
that the indemnification provided by this Section 7 shall not apply to the
extent that such untrue statement or omission of a material fact was made as a
result of an error in the manipulation of, or in any calculations based upon, or
in any aggregation of the information regarding the FUNB Mortgage Loans, the
related Mortgagors and/or the related Mortgaged Properties set forth in the Data
File and Annex A to the Prospectus Supplement, including without limitation the
aggregation of such information with comparable information relating to the
Other Mortgage Loans in the Trust Fund. This indemnity agreement will be in
addition to any liability which the Seller may otherwise have (the information
described in clauses (I) through (III) above, collectively the "Seller
Information").
(b) For purposes of this Agreement, "Registration Statement" shall
mean such registration statement No. 333-62671 filed by the Purchaser on Form
S-3, including without limitation exhibits thereto and information incorporated
therein by reference; "Base Prospectus" shall mean the prospectus dated April
18, 2000, as supplemented by the prospectus supplement dated April 28, 2000 (the
"Prospectus Supplement") relating to the Registered Certificates, including all
annexes thereto; "Memorandum" shall mean the private placement memorandum dated
April 28, 2000 relating to the Non-Registered Certificates, including all
exhibits thereto; "Registered Certificates" shall mean the Class A-1, Class A-2,
Class IO, Class B, Class C, Class D, Class E and Class F Certificates;
"Non-Registered Certificates" shall mean the Certificates other than the
Registered Certificates; "Computational Materials" shall have the meaning
assigned thereto in the no-action letter dated May 20, 1994 issued by the
Division of Corporation Finance of the Securities and Exchange Commission (the
"Commission") to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co.
Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter
dated May 27, 1994 issued by the Division of Corporation Finance of the
Commission to the Public Securities Association (together, the "Xxxxxx
Letters"); "ABS Term Sheets" shall have the meaning assigned thereto in the
no-action letter dated February 17, 1995 issued by the Division of Corporation
Finance of the Commission to the Public Securities Association (the "PSA Letter"
and, together with the Xxxxxx letters, the "No-Action Letters"); "Diskette"
shall mean the diskette or
11
compact disc attached to each of the Prospectus and the Memorandum; and "Data
File" shall mean the compilation of information and data regarding the FUNB
Mortgage Loans covered by the Agreed Upon Procedures Letter dated April 28,
2000 and rendered by KPMG (a "hard copy" of which Data File was initialed on
behalf of the Seller and the Purchaser).
(c) The Purchaser shall indemnify and hold harmless the Seller, its
directors, officers, employees and agents, and each person, if any, who controls
the Seller within the meaning of either the 1933 Act or the 1934 Act, against
any and all losses, claims, damages or liabilities, joint or several, to which
they or any of them may become subject under the 1933 Act, the 1934 Act, or
other federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Disclosure Material, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances under which they were
made, except to the extent that such untrue statement, alleged untrue statement,
omission or alleged omission is based upon the Seller Information, and the
Purchaser shall reimburse each such indemnified party, as incurred, or any legal
or other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability or action. This indemnity
agreement will be in addition to any liability which the Purchaser may otherwise
have.
(d) Promptly after receipt by any person entitled to indemnification
under this Section 7 (an "indemnified party") of notice of the commencement of
any action, such indemnified party will, if a claim in respect thereof is to be
made against the Seller (the "indemnifying party") under this Section 7, notify
the indemnifying party in writing of the commencement thereof; but the omission
so to notify the indemnifying party will not relieve it from any liability that
it may have to any indemnified party under this Section 7 (except to the extent
that such omission has prejudiced the indemnifying party in any material
respect) or from any liability which it may have otherwise than under this
Section 7. In case any such action is brought against any indemnified party and
it notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein, and to the extent that it may
elect by written notice delivered to the indemnified party promptly after
receiving the aforesaid notice from such indemnified party, to assume the
defense thereof, with counsel selected by the indemnifying party and
satisfactory to such indemnified party; provided, however, that if the
defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party or parties shall have reasonably
concluded that there may be legal defenses available to it or them and/or other
indemnified parties that are different from or additional to those available to
the indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assert such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and approval by
the indemnified party of counsel, the indemnifying party will not be liable for
any legal or other expenses subsequently incurred by such indemnified party in
connection with the defense thereof, unless (i) the indemnified party shall have
employed separate counsel in connection with the assertion of legal defenses in
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accordance with the proviso to the preceding sentence (it being understood,
however, that the indemnifying party shall not be liable for the expenses of
more than one separate counsel, approved by the Purchaser and the Underwriters,
representing all the indemnified parties under Section 7(a) who are parties to
such action), (ii) the indemnifying party shall not have employed counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of commencement of the action or
(iii) the indemnifying party has authorized the employment of counsel for the
indemnified party at the expense of the indemnifying party; and except that, if
clause (i) or (iii) is applicable, such liability shall only be in respect of
the counsel referred to in such clause (i) or (iii).
(e) If the indemnification provided for in this Section 7 is
unavailable to an indemnified party under Section 7(a) hereof or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then
the indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities, in such proportion as is
appropriate to reflect the relative fault of the indemnified and indemnifying
parties in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the indemnified and indemnifying parties
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by such parties.
(f) The Purchaser and the Seller agree that it would not be just and
equitable if contribution pursuant to Section 7(e) were determined by pro rata
allocation or by any other method of allocation that does not take account of
the considerations referred to in Section 7(e) above. The amount paid or payable
by an indemnified party as a result of the losses, claims, damages and
liabilities referred to in this Section 7 shall be deemed to include, subject to
the limitations set forth above, any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim, except where the indemnified party is required to bear such
expenses pursuant to this Section 7, which expenses the indemnifying party shall
pay as and when incurred, at the request of the indemnified party, to the extent
that the indemnifying party will be ultimately obligated to pay such expenses.
If any expenses so paid by the indemnifying party are subsequently determined to
not be required to be borne by the indemnifying party hereunder, the party that
received such payment shall promptly refund the amount so paid to the party
which made such payment. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 0000 Xxx) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
(g) The indemnity and contribution agreements contained in this
Section 7 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by the Purchaser,
the Underwriters, any of their respective directors or officers, or any person
controlling the Purchaser or the Underwriters, and (iii) acceptance of and
payment for any of the Certificates.
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(h) Without limiting the generality or applicability of any other
provision of this Agreement, the Underwriters shall be third-party beneficiaries
of the provisions of this Section 7.
SECTION 8. Costs. The Seller shall pay (or shall reimburse the Purchaser to the
extent that the Purchaser has paid) the Seller's pro rata portion of the
aggregate of the following amounts (the Seller's pro rata portion to be
determined according to the percentage that the FUNB Balance represents of the
Initial Pool Balance): (i) the costs and expenses of printing (or otherwise
reproducing) and delivering a preliminary and final Prospectus and Memorandum
relating to the Certificates; (ii) the initial fees, costs, and expenses of the
Trustee (including reasonable attorneys' fees); (iii) the filing fee charged by
the Securities and Exchange Commission for registration of the Certificates so
registered; (iv) the fees charged by the Rating Agencies to rate the
Certificates so rated together with the legal fees of counsel to S&P; (v) the
expense of recording any assignment of Mortgage or assignment of Assignment of
Leases as contemplated by Section 2 hereof; and (vi) the cost of obtaining a
"comfort letter" from a firm of certified public accountants selected by the
Purchaser and the Seller with respect to numerical information in respect of the
FUNB Mortgage Loans included in the Prospectus and Memorandum. All other costs
and expenses in connection with the transactions contemplated hereunder shall be
borne by the party incurring such expense.
SECTION 9. Grant of a Security Interest. It is the express intent of the parties
hereto that the conveyance of the FUNB Mortgage Loans by the Seller to the
Purchaser as provided in Section 2 hereof be, and be construed as, a sale of the
FUNB Mortgage Loans by the Seller to the Purchaser and not as a pledge of the
FUNB 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 FUNB 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 FUNB Mortgage Loans by the Seller to the Purchaser to secure a
debt or other obligation of the Seller, and (b) (i) this Agreement shall also be
deemed to be a security agreement within the meaning of Articles 8 and 9 of the
Uniform Commercial Code of the applicable jurisdiction; (ii) the conveyance
provided for in Section 2 hereof shall be deemed to be a grant by the Seller to
the Purchaser of a security interest in all of the Seller's right, title and
interest in and to the FUNB Mortgage Loans, and all amounts payable to the
holder of the FUNB Mortgage Loans in accordance with the terms thereof, and all
proceeds of the conversion, voluntary or involuntary, of the foregoing into
cash, instruments, securities or other property, including without limitation
all amounts, other than investment earnings, from time to time held or invested
in the Certificate Account, the Distribution Account or, if established, the REO
Account (each as defined in the Pooling and Servicing Agreement) whether in the
form of cash, instruments, securities or other property; (iii) the assignment to
the Trustee of the interest of the Purchaser as contemplated by Section 1 hereof
shall be deemed to be an assignment of any security interest created hereunder;
(iv) the possession by the Trustee or any of its agents, including, without
limitation, the Custodian, of the Mortgage Notes, and such other items of
property as constitute instruments, money, negotiable documents or chattel paper
shall be deemed to be "possession by the secured party" for purposes of
perfecting the security interest pursuant to Section 9-305 of the Uniform
Commercial Code of the applicable jurisdiction; and (v) notifications to persons
(other than the Trustee) holding such property, and acknowledgments, receipts or
confirmations from persons (other than the Trustee) holding such property, shall
be deemed notifications to, or
14
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 FUNB Mortgage Loans, such security interest would be
deemed to be a perfected security interest of first priority under applicable
law and will be maintained as such throughout the term of this Agreement and the
Pooling and Servicing Agreement.
SECTION 10. Notices. All notices, copies, requests, consents, demands and other
communications required hereunder shall be in writing and telecopied or
delivered to the intended recipient at the "Address for Notices" specified
beneath its name on the signature pages hereof or, as to either party, at such
other address as shall be designated by such party in a notice hereunder to the
other party. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when transmitted by
telecopier or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as aforesaid.
SECTION 11. Representations, Warranties and Agreements to Survive Delivery. All
representations, warranties and agreements contained in this Agreement,
incorporated herein by reference or contained in the certificates of officers of
the Seller submitted pursuant hereto, shall remain operative and in full force
and effect and shall survive delivery of the FUNB Mortgage Loans by the Seller
to the Purchaser (and by the Purchaser to the Trustee).
SECTION 12. Severability of Provisions. Any part, provision, representation,
warranty or covenant of this Agreement that is prohibited or which is held to be
void or unenforceable shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof. Any part,
provision, representation, warranty or covenant of this Agreement that is
prohibited or unenforceable or is held to be void or unenforceable in any
particular jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. To the extent permitted by applicable law,
the parties hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.
SECTION 13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but which together shall
constitute one and the same agreement.
SECTION 14. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS
AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED IN ACCORDANCE WITH
THE INTERNAL LAWS AND DECISIONS OF NEW YORK. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY
TO THIS AGREEMENT.
15
SECTION 15. Further Assurances. The Seller and the Purchaser agree to execute
and deliver such instruments and take such further actions as the other party
may, from time to time, reasonably request in order to effectuate the purposes
and to carry out the terms of this Agreement.
SECTION 16. Successors and Assigns. The rights and obligations of the Seller
under this Agreement shall not be assigned by the Seller without the prior
written consent of the Purchaser, except that any person into which the Seller
may be merged or consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Seller is a party, or any person
succeeding to all or substantially all of the business of the Seller, shall be
the successor to the Seller hereunder. The Purchaser has the right to assign its
interest under this Agreement, in whole or in part, as may be required to effect
the purposes of the Pooling and Servicing Agreement, and the assignee shall, to
the extent of such assignment, succeed to the rights and obligations hereunder
of the Purchaser. Subject to the foregoing, this Agreement shall bind and inure
to the benefit of and be enforceable by the Seller, the Purchaser, the
Underwriters (as intended third party beneficiaries hereof) and their permitted
successors and assigns, and the officers, directors and controlling persons
referred to in Section 7. This Agreement is enforceable by the Underwriters and
the other third party beneficiaries hereto in all respects to the same extent as
if they had been signatories hereof.
SECTION 17. Amendments. No term or provision of this Agreement may be waived or
modified unless such waiver or modification is in writing and signed by a duly
authorized officer of the party, or third party beneficiary, against whom such
waiver or modification is sought to be enforced.
SECTION 18. Accountants' Letters. The parties hereto shall cooperate with KPMG
LLP in making available all information and taking all steps reasonably
necessary to permit such accountants to deliver the letters required by the
Underwriting Agreement.
SECTION 19. Knowledge. Whenever a representation or warranty or other statement
in this Agreement is made with respect to a Person's "knowledge," such statement
refers to such Person's employees or agents who were or are responsible for or
involved with the indicated matter and have actual knowledge of the matter in
question.
16
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.
SELLER
FIRST UNION NATIONAL BANK
By:
----------------------------------
Name:
Title:
Address for Notices:
One First Union Center
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: Xxxxx X. Xxxxxxxxx
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
PURCHASER
FIRST UNION COMMERCIAL
MORTGAGE SECURITIES, INC.
By:
----------------------------------
Name:
Title:
Address for Notices:
One First Union Center
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: Xxxxx X. Xxxxxxxxx
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
17
SCHEDULE I
General Mortgage Representations and Warranties
1. The information pertaining to each Mortgage Loan set forth in the
Mortgage Loan Schedule was true and correct in all material respects as of the
Cut-Off Date.
2. As of the date of its origination, such Mortgage Loan complied in
all material respects with, or was exempt from, all requirements of federal,
state or local law relating to the origination of such Mortgage Loan.
3. Immediately prior to the sale, transfer and assignment to the
Purchaser, the Seller had good title to, and was the sole owner of, each
Mortgage Loan, and the Seller is transferring such Mortgage Loan free and clear
of any and all liens, pledges, charges or security interests of any nature
encumbering such Mortgage Loan except as set forth in the related title policy
(the "Title Policy").
4. The proceeds of such Mortgage Loan have been fully disbursed and
there is no requirement for future advances thereunder.
5. Each related Mortgage Note, Mortgage, Assignment of Leases (if any)
and other agreement executed in connection with such Mortgage Loan are legal,
valid and binding obligations of the related Mortgagor (subject to any
non-recourse provisions therein and any state anti-deficiency legislation),
enforceable in accordance with their terms, except with respect to provisions
relating to default interest, yield maintenance charges or prepayment premiums
and except as such enforcement may be limited by bankruptcy, insolvency,
receivorship, reorganization, moratorium, redemption or other laws affecting the
enforcement of creditors' rights generally, or by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity
or at law). The related Mortgage Note and Mortgage contain no provision limiting
the right or ability of the Seller to assign, transfer and convey the related
Mortgage Loan to any other Person.
6. As of the date of its origination, there was no valid offset,
defense, counterclaim, abatement or right to rescission with respect to any of
the related Mortgage Notes, Mortgage(s) or other agreements executed in
connection therewith, and, as of the Cut-Off Date, to the knowledge of the
Seller, there is no valid offset, defense, counterclaim or right to rescission
with respect to such Mortgage Note, Mortgage(s) or other agreements, except in
each case, with respect to the enforceability of any provisions requiring the
payment of default interest, late fees, additional interest, prepayment premiums
or yield maintenance charges.
7. Each related assignment of Mortgage and assignment of Assignment of
Leases from the Seller to the Trustee constitutes the legal, valid and binding
assignment from the Seller, except as such enforcement may be limited by
bankruptcy, insolvency, redemption, reorganization, liquidation, receivership,
moratorium or other laws relating to or affecting
1
creditors' rights generally or by general principles of equity (regardless of
whether such enforcement is considered in a proceeding in equity or at law).
8. Each related Mortgage is a valid and enforceable first lien on the
related Mortgaged Property subject only to the following title exceptions (each
such exception, a "Title Exception", and collectively, the "Title Exceptions"):
(a) the lien of current real property taxes, ground rents, water charges, sewer
rents and assessments not yet due and payable, (b) covenants, conditions and
restrictions, rights of way, easements and other matters of public record, none
of which, individually or in the aggregate, materially interferes with the
current use of the Mortgaged Property or the security intended to be provided by
such Mortgage or with the Mortgagor's ability to pay its obligations when they
become due or materially and adversely affects the value of the Mortgaged
Property and (c) the exceptions (general and specific) set forth in such policy
or appearing of record, none of which, individually or in the aggregate,
materially interferes with the current use of the Mortgaged Property or the
security intended to be provided by such Mortgage or with the Mortgagor's
ability to pay its obligations when they become due or materially and adversely
affects the value of the Mortgaged Property.
9. UCC Financing Statements have been filed and/or recorded (or, if
not filed and/or recorded, have been submitted in proper form for filing and
recording), in all public places necessary to perfect a valid security interest
in all items of personal property necessary to operate the Mortgaged Property
owned by a Mortgagor and located on the related Mortgaged Property, to the
extent perfection may be effected pursuant to applicable law by recording or
filing, and the Mortgages, security agreements, chattel Mortgages or equivalent
documents related to and delivered in connection with the related Mortgage Loan
establish and create a valid and enforceable lien and priority security interest
on such items of personalty except as such enforcement may be limited by
bankruptcy, insolvency, receivorship, reorganization, moratorium, redemption,
liquidation or other laws affecting the enforcement of creditor's rights
generally, or by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law).
10. All taxes and governmental assessments which would be a lien on
the Mortgaged Property and that prior to the Cut-Off Date have become delinquent
in respect of each related Mortgaged Property have been paid, or an escrow of
funds in an amount sufficient to cover such payments has been established. For
purposes of this representation and warranty, taxes and assessments and
installments thereof shall not be considered delinquent until the earlier of (a)
the date on which interest and/or penalties would first be payable thereon and
(b) the date on which enforcement action is entitled to be taken by the related
taxing authority.
11. To the Seller's knowledge as of the Cut-Off Date, based solely
upon due diligence customarily performed with the origination of comparable
Mortgage Loans by the Seller, each related Mortgaged Property was free and clear
of any material damage that would affect materially and adversely the value of
such Mortgaged Property as security for the Mortgage Loan and to the Seller's
knowledge as of the Cut-Off Date there was no proceeding pending for the total
or partial condemnation of such Mortgaged Property.
2
12. The lien of each related Mortgage as a first priority lien in the
original principal amount of such Mortgage Loan after all advances of principal
(as set forth on the Mortgage Loan Schedule) is insured by an ALTA lender's
title insurance policy (or a binding commitment therefor), or its equivalent as
adopted in the applicable jurisdiction, insuring the Seller, its successors and
assigns, subject only to the Title Exceptions; the Seller or its successors or
assigns is the named insured of such policy; such policy is assignable and will
inure to the benefit of the Trustee as Mortgagee of record; is in full force and
effect upon the consummation of the transactions contemplated by this Agreement;
all premiums thereon have been paid; no claims have been made under such policy
and the Seller has not done anything, by act or omission, and the Seller has no
knowledge of any matter, which would impair or diminish the coverage of such
policy.
13. As of the date of its origination, all insurance coverage required
under each related Mortgage, which insurance covered such risks as were
customarily acceptable to prudent commercial and multifamily mortgage lending
institutions lending on the security of property comparable to the related
Mortgaged Property in the jurisdiction in which such Mortgaged Property is
located, and with respect to a fire and extended perils insurance policy, was in
an amount (subject to a customary deductible) equal to the lesser of (i) the
replacement cost of improvements located on such Mortgaged Property, or (ii) the
initial principal balance of the Mortgage Loan, was in full force and effect
with respect to each related Mortgaged Property; and, as of the Cut-Off Date, to
the knowledge of the Seller, all insurance coverage required under each
Mortgage, which insurance covers such risks and is in such amounts as are
customarily acceptable to prudent commercial and multifamily mortgage lending
institutions lending on the security of property comparable to the related
Mortgaged Property in the jurisdiction in which such Mortgaged Property is
located, is in full force and effect with respect to each related Mortgaged
Property; all premiums due and payable through the Closing Date have been paid;
and no notice of termination or cancellation with respect to any such insurance
policy has been received by the Seller; and except for certain amounts not
greater than amounts which would be considered prudent by an institutional
commercial mortgage lender with respect to a similar Mortgage Loan and which are
set forth in the related Mortgage, any insurance proceeds in respect of a
casualty loss, will be applied either to the repair or restoration of all or
part of the related Mortgaged Property or the reduction of the outstanding
principal balance of the Mortgage Loan.
14. (A) Other than payments due but not yet 30 days or more
delinquent, to the Seller's knowledge, there is no material default, breach,
violation or event of acceleration existing under the related Mortgage or the
related Mortgage Note, and no event (other than payments due but not yet
delinquent) which, with the passage of time or with notice and the expiration of
any grace or cure period, would constitute a material default, breach, violation
or event of acceleration, provided, however, that this representation and
warranty does not address or otherwise cover any default, breach, violation or
event of acceleration that specifically pertains to any matter otherwise covered
by any other representation and warranty made by the Seller in any of clauses
(10), (15) and (19) of this Schedule I or in any clause of Schedule II, III or
IV, and (B) the Seller has not waived any material default, breach, violation or
event of
3
acceleration under such Mortgage or Mortgage Note, except for a written waiver
contained in the related Mortgage File being delivered to the Purchaser, and
pursuant to the terms of the related Mortgage or the related Mortgage Note, no
person or party other than the holder of such Mortgage Note may declare any
event of default or accelerate the related indebtedness under either of such
Mortgage or Mortgage Note.
15. As of the Cut-Off Date, the Mortgage Loan is not, and in the prior
12 months (or since the date of origination if such Mortgage Loan has been
originated within the past 12 months), has not been, 30 days or more past due in
respect of any Scheduled Payment.
16. Except with respect to ARD Loans, which provide that the rate at
which interest accrues thereon increases after the Anticipated Repayment Date,
the Mortgage Rate (exclusive of any default interest, late charges or prepayment
premiums) of such Mortgage Loan is a fixed rate.
17. Each related Mortgage does not provide for or permit, without the
prior written consent of the holder of the Mortgage Note, each related Mortgaged
Property to secure any other promissory note or obligation except as expressly
described in such Mortgage.
18. Each Mortgage Loan constitutes a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code (but without regard to the rule in
Treasury Regulations 1.860 G-2(f)(2) that treats a defective obligation as a
qualified mortgage, or any substantially similar successor provision).
Accordingly, such Mortgage Loan is directly secured by a Mortgage on a
commercial property or a multifamily residential property, and either (1)
substantially all of the proceeds of such Mortgage Loan were used to acquire,
improve or protect the portion of such commercial or multifamily residential
property that consists of an interest in real property (within the meaning of
Treasury Regulations Sections 1.856-3(c) and 1.856-3(d)) and such interest in
real property was the only security for such Mortgage Loan as of the Testing
Date (as defined below), or (2) the fair market value of the interest in real
property which secures such Mortgage Loan was at least equal to 80% of the
principal amount of the Mortgage Loan (a) as of the Testing Date, or (b) as of
the Closing Date. For purposes of the previous sentence, (1) the fair market
value of the referenced interest in real property shall first be reduced by (a)
the amount of any lien on such interest in real property that is senior to the
Mortgage Loan, and (b) a proportionate amount of any lien on such interest in
real property that is on a parity with the Mortgage Loan, and (2) the "Testing
Date" shall be the date on which the referenced Mortgage Loan was originated
unless (a) such Mortgage Loan was modified after the date of its origination in
a manner that would cause a "significant modification" of such Mortgage Loan
within the meaning of Treasury Regulations Section 1.1001-3(b), and (b) such
"significant modification" did not occur at a time when such Mortgage Loan was
in default or when default with respect to such Mortgage Loan was reasonably
foreseeable. However, if the referenced Mortgage Loan has been subjected to a
"significant modification" after the date of its origination and at a time when
such Mortgage Loan was not in default or when default with respect to such
Mortgage Loan was not reasonably foreseeable, the Testing Date shall be the date
upon which the latest such "significant modification" occurred.
4
19. One or more environmental site assessments were performed by an
environmental consulting firm independent of the Seller and the Seller's
affiliates with respect to each related Mortgaged Property during the 18-months
preceding the origination of the related Mortgage Loan, and the Seller, having
made no independent inquiry other than to review the report(s) prepared in
connection with the assessment(s) referenced herein, has no knowledge and has
received no notice of any material and adverse environmental condition or
circumstance affecting such Mortgaged Property that was not disclosed in such
report(s). Each Mortgaged Property, other than the Mortgaged Properties relating
to Mortgage Loans Park Plaza Shopping Center, Skipper Palms Shopping Center,
Xxxxxx City, CA., and Cesery Apartments, Pool B, is covered under a Secured
Creditor Imapired Property Policy, generally as and to the extent described
under "Description of the Mortgage Pool -- Assessments of Property Condition --
Environmental Group Insurance Policies".
20. Each related Mortgage and Assignment of Leases contains customary
and enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the Mortgaged Property of
the benefits of the security, including realization by judicial or, if
applicable, non-judicial foreclosure, subject to the effects of bankruptcy or
similar law affecting the right of creditors and the application of principles
of equity.
21. At the time of origination and, to the knowledge of Seller as of
the CutOff Date, no Mortgagor is a debtor in, and no Mortgaged Property is the
subject of, any state or federal bankruptcy or insolvency proceeding.
22. Except for the Mortgage Loans indicated on the Mortgage Loan
Schedule attached hereto as eligible to receive low-income housing tax credits
pursuant to Section 42 of the Internal Revenue Code of 1986, each Mortgage Loan
contains no equity participation by the lender or shared appreciation feature
and does not provide for any contingent or additional interest in the form of
participation in the cash flow of the related Mortgaged Property or provide for
negative amortization.
23. Each related Mortgage or loan agreement contains provisions for
the acceleration of the payment of the unpaid principal balance of such Mortgage
Loan if, without complying with the requirements of the Mortgage or loan
agreement, the related Mortgaged Property, or any controlling interest therein,
is directly transferred or sold, or encumbered in connection with subordinate
financing by a lien or security interest against the related Mortgaged Property,
other than any existing permitted additional debt.
24. Except as set forth in the related Mortgage File, the terms of the
related Mortgage Note and Mortgage(s) have not been waived, modified, altered,
satisfied, impaired, canceled, subordinated or rescinded in any manner which
materially interferes with the security intended to be provided by such
Mortgage.
5
25. Each related Mortgaged Property was inspected by or on behalf of
the related originator during the 12 month period prior to the related
origination date.
26. Since origination, no material portion of the related Mortgaged
Property has been released from the lien of the related Mortgage in any manner
which materially and adversely affects the value of the Mortgage Loan or
materially interferes with the security intended to be provided by such
Mortgage, and, except with respect to Mortgage Loans (a) which permit defeasance
by means of substituting for the Mortgaged Property (or, in the case of a
Mortgage Loan secured by multiple Mortgaged Properties, one or more of such
Mortgaged Properties) U.S. Treasury Obligations sufficient to pay the Mortgage
Loans in accordance with their terms, (b) where a release of the portion of the
Mortgaged Property was contemplated at origination and such portion was not
considered material for purposes of underwriting the Mortgage Loan, (c) where
release is conditional upon the satisfaction of certain underwriting and legal
requirements and the payment of a release price that represents adequate
consideration for such Mortgaged Property, or (d) with respect to Mortgage Loans
which permit the related Mortgagor to substitute a replacement property in
compliance with REMIC Provisions, the terms of the related Mortgage do not
provide for release of any portion of the Mortgaged Property from the lien of
the Mortgage except in consideration of payment in full therefor.
27. To the Seller's knowledge, as of the date of origination of such
Mortgage Loan and as of the Cut-Off Date, there are no violations of any
applicable zoning ordinances, building codes and land laws applicable to the
Mortgaged Property or the use and occupancy thereof which would have a material
adverse effect on the value, operation or net operating income of the Mortgaged
Property.
28. None of the improvements which were included for the purposes of
determining the appraised value of the related Mortgaged Property at the time of
the origination of the Mortgage Loan lies outside of the boundaries and building
restriction lines of such property (except Mortgaged Properties which are legal
non-conforming uses), to an extent which would have a material adverse affect on
the related Mortgagor's use and operation of such Mortgaged Property (unless
affirmatively covered by the title insurance) and no improvements on adjoining
properties encroached upon such Mortgaged Property to any material extent.
29. With respect to at least 95% of the FUNB Mortgage Loans (by
balance) having a Cut-Off Date Balance in excess of 1% of the Initial Pool
Balance, the related Mortgagor has covenanted in its organizational documents
and/or the Mortgage Loan documents to own no significant asset other than the
related Mortgaged Property or Mortgaged Properties, as applicable, and assets
incidental to its ownership and operation of such Mortgaged Property.
30. No advance of funds has been made other than pursuant to the loan
documents, directly or indirectly, by the Seller to the Mortgagor and, to the
Seller's knowledge, no funds have been received from any person other than the
Mortgagor, for or on account of payments due on the Mortgage Note or the
Mortgage, provided, however, rental payments or
6
similar payments made by the Tenant under the related Credit Lease directly to
the Seller (or its loan servicer or agent) shall not be deemed a breach of this
representation.
31. As of the date of origination and, to the Seller's knowledge, as
of the CutOff Date, there was no pending action, suit or proceeding against the
Mortgagor or the related Mortgaged Property an adverse outcome of which would
materially affect either such Mortgagor's performance under the related Mortgage
Loan documents or the holders of the Certificates.
32. The Mortgage Rate of such Mortgage Loan complied as of the date of
origination with, or is exempt from, applicable state or federal laws,
regulations and other requirements pertaining to usury, except with respect to
any provisions requiring the payment of default interest, late fees, additional
interest, prepayment premiums or yield maintenance charges.
33. To the Seller's knowledge, if the related Mortgage is a deed of
trust, a trustee, duly qualified under applicable law to serve as such, is
properly designated and serving under such Mortgage.
34. The related Mortgage Note is not secured by any collateral that
secures a Mortgage Loan that is not in the Trust Fund and each Mortgage Loan
that is cross-collateralized is cross-collateralized only with other Mortgage
Loans sold pursuant to this Agreement.
35. The improvements located on the Mortgaged Property are either not
located in a federally designated special flood hazard area or the Mortgagor is
required to maintain or the Mortgagee maintains, flood insurance with respect to
such improvements.
36. All escrow deposits and payments required pursuant to the Mortgage
Loan are in the possession, or under the control, of the Seller or its agent and
there are no deficiencies in connection therewith.
37. To the Seller's knowledge, based on the due diligence customarily
performed in the origination of comparable mortgage loans by the Seller as of
the date of origination of the Mortgage Loan, the related Mortgagor, the related
lessee, franchisor or operator was in possession of all material licenses,
permits and authorizations then required for use of the related Mortgaged
Property.
38. The origination (or acquisition, as the case may be), servicing
and collection practices used by the Seller with respect to the Mortgage Loan
have been in all respects legal and have met customary industry standards. To
the extent required by applicable law, the originator of the related Mortgage
Note and each subsequent holder was authorized to transact and do business in
the jurisdiction where the Mortgaged Property is located while each was the
holder.
7
39. Except for Mortgagors under Ground Lease Loans, the related
Mortgagor (or its affiliate) has title in the fee simple interest in each
related Mortgaged Property.
40. The Mortgage Loan documents for each Mortgage Loan provide that
each Mortgage Loan is non-recourse to the related Mortgagor except that the
related Mortgagor accepts responsibility for fraud and/or other intentional
misrepresentation. Furthermore, the Mortgage Loan documents for each Mortgage
Loan provide that the related Mortgagor shall be liable to the lender for losses
incurred due to the misapplication or misappropriation of rents collected in
advance or received by the related Mortgagor after the occurrence of an event of
default, insurance proceeds or condemnation awards or any breach of the
environmental covenants in the related Mortgage Loan documents.
41. The Assignment of Leases set forth in the Mortgage or separate
from the related Mortgage and related to and delivered in connection with each
Mortgage Loan establishes and creates a valid, subsisting and enforceable lien
and security interest in the related Mortgagor's interest in all leases,
subleases, licenses or other agreements pursuant to which any person is entitled
to occupy, use or possess all or any portion of the real property subject to the
related Mortgage.
8
SCHEDULE II
Ground Lease Representations and Warranties
1. Such Ground Lease or a memorandum thereof has been or will be duly
recorded and such Ground Lease permits the interest of the lessee thereunder to
be encumbered by the related Mortgage or, if consent of the lessor thereunder is
required, it has been obtained prior to the Closing Date.
2. Upon the foreclosure of the Mortgage Loan (or acceptance of a deed
in lieu thereof), the Mortgagor's interest in such ground lease is assignable to
the Mortgagee under the leasehold estate and its assigns without the consent of
the lessor thereunder (or, if any such consent is required, it has been obtained
prior to the Closing Date).
3. Such Ground Lease may not be amended, modified, canceled or
terminated without the prior written consent of the Mortgagee and that any such
action without such consent is not binding on the Mortgagee, its successors or
assigns, except if an event of default occurs under the Ground Lease and notice
is provided to the Mortgagee and such default is curable by the Mortgagee, but
remains uncured beyond the applicable cure period.
4. To the knowledge of the Seller, at the Closing Date, such Ground
Lease is in full force and effect and other than payments due but not yet 30
days or more delinquent, (1) there is no material default, and (2) there is no
event which, with the passage of time or with notice and the expiration of any
grace or cure period, would constitute a material default under such Ground
Lease.
5. The ground lease or ancillary agreement between the lessor and the
lessee requires the lessor to give notice of any default by the lessee to the
Mortgagee. The ground lease or ancillary agreement further provides that no
notice given is effective against the Mortgagee unless a copy has been given to
the Mortgagee in a manner described in the ground lease or ancillary agreement.
6. The ground lease is not subject to any liens or encumbrances
superior to, or of equal priority with, the Mortgage, subject, however, to only
the Title Exceptions or is subject to a subordination, non-disturbance and
attornment agreement to which the mortgagee on the lessor's fee interest in the
Mortgaged Property is subject.
7. A Mortgagee is permitted a reasonable opportunity to cure any
curable default under such Ground Lease before the lessor thereunder may
terminate such Ground Lease.
8. Such Ground Lease has an original term (together with any extension
options, whether or not currently exercised, set forth therein all of which can
be exercised by the Mortgagee if the mortgagee acquires the lessee's rights
under the Ground Lease) that extends not less than (x) 20 years beyond the
Stated Maturity Date and (y) beyond the full amortization
9
period of any related Mortgage Loan that is not an interest-only Mortgage Loan
for its entire term.
9. Under the terms of such Ground Lease, any estoppel or consent
letter received by the Mortgagee from the lessor, and the related Mortgage,
taken together, any related insurance proceeds or condemnation award (other than
in respect of a total or substantially total loss or taking) will be applied
either to the repair or restoration of all or part of the related Mortgaged
Property, with the Mortgagee or a trustee appointed by it having the right to
hold and disburse such proceeds as repair or restoration progresses, or to the
payment of the outstanding principal balance of the Mortgage Loan, together with
any accrued interest (except in cases where a different allocation would not be
viewed as commercially unreasonable by any institutional investor, taking into
account the relative duration of the ground lease and the related Mortgage and
the ratio of the market value of the related Mortgaged Property to the
outstanding principal balance of such Mortgage Loan).
10. The ground lease does not impose any restrictions on subletting
that would be viewed as commercially unreasonable by a prudent commercial
lender.
11. The ground lessor under such Ground Lease is required to enter
into a new lease upon termination of the Ground Lease for any reason, including
the rejection of the Ground Lease in bankruptcy.
10
SCHEDULE III
Health Care Facility Representations and Warranties
With respect to any Mortgage Loan that is secured in whole or in part by a
Mortgage Property which is operated as a residential health care facility (a
"Facility"):
(1) Except with respect to the Mortgage Loan as indicated in Exhibit
III-A hereto, all governmental licenses, permits, regulatory
agreements or other approvals or agreements necessary for the use
and operation of each Facility as intended are held by the
related Mortgagor or the operator of the Facility, and are in
full force and effect, including, without limitation, a valid
certificate of need ("CON") or similar certificate, license, or
approval issued by the applicable department of health for the
requisite number of beds, and approved provider status in any
approved provider payment program (collectively, the "Licenses").
(2) The Licenses (1) may not be, and have not been, transferred to
any location other than the Facility; (2) have not been pledged
as collateral security for any other loan or indebtedness; and
(3) are held free from restrictions or known conflicts which
would materially impair the use or operation of the Facility as
intended, and are not provisional, probationary or restricted in
any way.
(3) As of the Cut-Off Date and to Seller's knowledge, without
inquiry, (1) as of the Cut-Off Date, the Facility has not
received a "Level A" (or equivalent) violation which has not been
cured to the satisfaction of the applicable governmental agency,
and (2) no statement of charges or deficiencies has been made or
penalty enforcement action has been undertaken against the
Facility, its operator or the Mortgagor or against any officer,
director or stockholder of such operator or the Mortgagor by any
governmental agency during the last three calendar years, and
there have been no violations over the past three years which
have threatened the Facility's, the operator's or the Mortgagor's
certification for participation in Medicare or Medicaid or the
other third-party payors' programs.
11
SCHEDULE IV
Credit Lease Loan Representations and Warranties
1. The lease payments due under the related Credit Lease, together
with any escrow payments held by the Seller or its designee, are equal to or
greater than the payments due with respect to the related Mortgage Loan.
2. The Mortgagor does not have any material monetary obligations under
the related Credit Lease, and every material monetary obligation associated with
managing, owning, developing and operating the leased property, including, but
not limited to, the costs associated with utilities, taxes, insurance,
maintenance and repairs is an obligation of the related Tenant.
3. The Mortgagor does not have any nonmonetary obligations under the
related Credit Lease, except for the delivery of possession of the leased
property.
4. The related Tenant cannot terminate such Credit Lease for any
reason prior to the payment in full of: (a) the principal balance of the related
Mortgage Loan; (b) all accrued and unpaid interest on such Mortgage Loan; and
(c) any other sums due and payable under such Mortgage Loan, as of the
termination date, which date is a rent payment date, except for a material
default by the related Mortgagor under the Credit Lease or due to a casualty or
condemnation event, in which case, a Lease Enhancement Policy insures against
such risk.
5. In the event the related Tenant assigns or sublets the related
leased property, such Tenant (and if applicable, the related guarantor) remains
obligated under the related Credit Lease.
6. Based upon the customary due diligence performed by the originator
at origination, each property related to a Credit Lease Loan is one or more
separate tax lots, except properties concerning which adequate funds have been
escrowed to cover taxes due on the entire tax lot or lots.
7. The related Tenant has agreed to indemnify the Mortgagor from any
claims of any nature (a) to which the Mortgagor is subject because of such
Mortgagor's estate in the leased property (except to the extent caused by the
act or omission of the Mortgagor or its agents or employees), or (b) arising
from (i) injury to or death of any person or damage to or loss of property on
the leased property or connected with the use, condition or occupancy of the
leased property, (ii) Tenant's violation of the related Credit Lease, or (iii)
any act or omission of the Tenant.
8. The related Tenant has agreed to indemnify the Mortgagor from any
claims of any nature arising as a result of any hazardous material affecting the
leased property and due to such Tenant's use of the leased property.
12
9. In connection with Credit Lease Loans with respect to which a
Guaranty exists from the rated parent or affiliate of the tenant, based on legal
opinions and due diligence customarily performed in the origination of
Comparable Mortgage Loans by the Seller, such guaranty is legal, valid and
binding against the guarantor, such guaranty provides that it is a guaranty of
both performance and payment of the financial obligations of the Tenant, and may
not be amended or released without the Mortgagee's consent, and such Guaranty,
on its face, contains no conditions to such payment.
10. Except for the Credit Lease Loans which have residual value
insurance, each Credit Lease Loan fully amortizes over the term of the loan, and
there is no "balloon" payment due under such Credit Lease Loan at maturity.
11. No Tenant under a Credit Lease Loan may exercise any termination
right or offset or set-off right which shall be binding upon the related
Mortgagee without providing prior written notice of same to such Mortgagee.
12. Each Tenant under each Credit Lease Loan is required to make all
rental payments due under the applicable Credit Lease directly to a lock-box
being maintained by or on behalf of the Mortgagee.
13. No material modification or amendment of any Credit Lease Loan
shall be binding upon the related Mortgagee without such Mortgagee's prior
written notice consent to such material modification or amendment, which consent
may not be unreasonably unwithheld.
14. Each property related to a Credit Lease Loan has or will have a
permanent Certificate of Occupancy, and the related Tenant thereunder has
commenced the payment of rent due under the respective Credit Tenant Lease in
accordance with its terms.
15. Each Tenant has delivered a Subordination, Non-disturbance and
Attornment Agreement pursuant to which the respective Tenant has agreed in the
event the related Mortgagee succeeds to the interest of the Mortgagor under the
Credit Lease by reason of foreclosure or acceptance of a deed in lieu of
foreclosure, the Tenant will attorn to and recognize the Mortgagee as its
landlord under the Lease for the remainder of the term of the Credit Lease.
16. To the Seller's knowledge, the property related to each Credit
Lease Loan is not subject to any other lease other than the related Credit Lease
or any ground lease pursuant to which the related Mortgagor has acquired its
interest in the respective property, no person has any possessory interest in,
or right to occupy, the subject property except under and pursuant to any such
Credit Lease or ground lease and the related Tenant under each Credit Lease is
in occupancy of the demised premises.
13
EXCEPTION EXHIBITS
14
EXHIBIT A
Mortgage Loan Schedule
FUNB Mortgage Loans transferred pursuant to this Agreement are set forth on
Exhibit B to the Pooling and Servicing Agreement under the column heading
"Seller" and with the designation "FUNB Seller".
15
FIRST UNION NATIONAL BANK COMMERCIAL MORTGAGE TRUST SERIES 2000-C1
MORTGAGE LOAN SCHEDULE CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS
FUNB LOANS ONLY AND MORTGAGED PROPERTIES
Control Name Zip
Number Property Address City State Code
------ -------- ------- ---- ----- ----
111 000-000 Xxxx 000xx Xxxxxx 000-000 Xxxx 000xx Xxxxxx Xxx Xxxx XX 00000
140 1342 N. Detroit 0000 X. Xxxxxxx Xxxxxx Xxxxxxxxx XX 00000
120 000 Xxxxxxx Xxxx 000 Xxxxxxx Xxxxxx Xxxx Xxxxxxx Xxxxxx XX 00000
144 000 Xxxxxxxx Xxxxxx 000 Xxxxxxxx Xxxxxx Xxxxxxx XX 00000
119 0 Xxxxxx Xxxx 0 Xxxxxx Xxxx Xxxxxxxxx XX 00000
145 000-000 Xxxxxx Xxxx 000-000 Xxxxxx Xxxx Xxxx Xxxxxx XX 00000
134 00 Xxx Xxxxxx Apartments 00 Xxx Xxxxxx Xxxxxxxxx XX 00000
115 866 Westmount Apts. 000 Xxxxxxxxx Xxxxx Xxxx Xxxxxxxxx XX 00000
137 Xxxx School Shopping Center 0000 Xxxxx Xxxx Xxxxxx Xxxx XX 00000
000 Xxxxx Xxxxxx Apartments 0000 Xxxxxxxx Xxxxx Xxx Xxxxxxx XX 00000
000 Xxxxxxxxx Xxxxxxxxxx Xxxxx II 1308 - 0000 Xxxxxxxxx Xxxxx Xxxxxxx XX 00000
69 Ashler Oaks Apartments 0000 Xxxxxxxx Xxxxx Xxx Xxxxxxx XX 00000
00 Xxxxxx Xxxx ALF 0000 Xxx 00X Xxxxxxxxxxxxx XX 00000
00 Xxxxxx Xxxx @ Xxxxx X. Xxxxxxxx Center 000 X. Xxxxxxxx Xxxxxx Xxxxxxx XX 00000
000 Xxxx Xxxxxx Xxxxxxxx Xxxxxx 00000-00000 Xxxxxxxxxx Xxxx Xxxxxx Xxxxxx XX 00000
00 Xxxxxxx Xxxxx Retail Center 0000-0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx XX 00000
39 Big V Shopping Center 0000-0000 Xxxxxxxx Xxxxxx Xxxx Xxxxx XX 00000
00 Xxxxxxx Xxxxx Shopping Center 0000-0000 Xxxxx Xxxxxxx Xxxxxx Xxxxx Xxx XX 00000
127 BT Self Storage 000 Xxxxxxx Xxxxxxxx Xxxxxxxxxxxx XX 00000
00 Xxxxxx Xxxx Xxxxxxxxxx 000 Xxxxxx Xxxx Xxxxxxxx XX 00000
000 Xxxxxxx Xxxxx Apartments 0000 X. Xxxxxx Xx Xxxxxxx XX 00000
00 Xxxxx Xxxxxx Design Center 601, 619 & 000 Xxxxx Xxxxxx Xxxxxxxxx XX 00000
67 Chapin Center 0000 Xxxxxx Xxxx Xxxxxx XX 00000
86 Chaska Business Center 000 00xx Xxxxxx Xxxxxx XX 00000
23 Chateau Vestavia 0000 Xxxxxxxxxx Xxxx Xxxxxxxxxx XX 00000
7 Club Lake Pointe Apartments 000 Xxxxxxxx Xxxxx Xxxxx Xxxxxxx XX 00000
53 College Park Shopping Center 0000-0000 Xxxxx Xxxxx Xxxx Xxxxx XX 00000
94 Colonial Shopping Center 000 Xxxxx Xxxxxxx Xxxx Xx. Xxxxx XX 00000
63 Comfort Inn-Bossier City, LA 0000 Xxxxx Xxxxxx Xxxxxxx Xxxx XX 00000
00 Xxxxxxxx Xxxx Apartments 0000 Xxxxxxxx Xxxx Xxxxx Xxxxx XX 00000
000 Xxxxxxx Xxxxx Apartments 0000 Xxxxx 00xx Xxxxxx Xx. Xxxxxx XX 00000
73 Eagle Rock II 0000 Xxxxxxxxxx Xxxx. Xxxxx Xxxxxxxxxxxx XX 00000
77 Edgewood Apartments 0000 Xxxxxxx 00 Xxxx Xxxxx XX 00000
000 Xxx Xxxx Xxxxxxxxxx 0000 00xx Xxxxxx Xxxx Xxxxxxxxx XX 00000
000 Xxx Xxxx Apartments 0000 Xxxxx 000 Xxxx Xxxx Xxxx Xxxx XX 00000
106 Enterprise Center 00000 Xxxxx Xxxxxxxxx Xxxxxxx Xxxx XX 00000
42 Esprit Luxury Villas 0000 Xxxxxx Xx. Xxx Xxxxx XX 00000
14 Fountain Valley Center 16027-16205 Xxxxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx XX 00000
00 Xxxxxxx Xxxx Xxxxxxx Xxxxxx Xxxxxxxxx 0000,0000 and 0000 Xxxxxxx Xxxx Xxxxxxxxx Xx Xxxx XX 00000
00 Xxxxx Xxxxxxxxxxxxxx Xxxxxxxx Xxxx and Xxxxx 000 Xxxxxxxxxxxxxx XX 00000
000 Xxxxx & Xxxxx Xxxxxx Apartments 00-00-00 Xxxx Xxxxx Xxxxxx Xxxxxxxx XX 00000
00 Xxxxxxxxx Xxxxxxxxxx Xxxxx II 0000 Xxxx 00xx Xxxxxx Xxxxxxx XX 00000
00 Xxxxxxx Xxx - Xxxx xx Xxxxxxx 000 Xxxx Xxxxxx Xxxx Xxxx xx Xxxxxxx XX 00000
00 Xxxxxxx Xxx - Xxxxxxxxxxx 000 Xxxxxx Xxxxxx Xxxx. Xxxxxxxx XX 00000
00 Xxxxxxx Xxx - Xxxxxx Xxxxxxx 0000-0000 Xxxxxx Xxxxxx Xxxxxxxxx XX 00000
00 Xxxxxxx Xxx - Xxx Xxxxxxx 00000 Xxxxxxx Xxxx Xxxx Xxx Xxxxxxx XX 00000
000 Xxxxxxx Xxxxx 0000 Xxxxxx Xxxxxx Xxxx Xxxxxxx XX 00000
000 Xxxxxxxxx Xxxxxx Shopping Center 0000 Xxxxxxxx Xxxx. Xxxxxxx XX 00000
2 Hawthorne Works Shopping Center 0000 Xxxx Xxxxxx Xxxxxx XX 00000
112 Horizon Center 0000 Xxxxxxxx Xxxxxx Xxxx Xxxxxxxxxxxx XX 00000
00 Xxxxxxxx Xxxxxxx Apartments 000 Xxxxxxxx Xxxx Xxxxxxxx XX 00000
113 Lake Sahara Office Building IV 0000 Xxxx Xxxxxx Xxxxxx Xxx Xxxxx XX 00000
61 Lakes Mechandise Mart 0000-0000 XX 00xx Xxxxxx Xxxxxxxxxx Xxxxx XX 00000
55 Lexington Village Senior Apartments 0000 Xxxxx 000xx Xxxxxx Xxxxxxxxxx XX 00000
92 Linden Tower Apartments 000-000 X. Xxxxxxxx Xxxxxx Xxxxxxxx XX 00000
00 Xxxxx Xxxx Xxxxxxxx 00-00 Xxxxxx Xxxxxx Xxxxxxxxx XX 00000
000 Xxxx Xxxxxx Xxxxxxx 000-000 Xxxx Xxxxxx Xxxxxxxx XX 00000
000 Xxxxx Xxxxx Apartments 000 Xxxxx Xxxx Xxxxxx Xxxxxxx XX 00000
22 MAR Center 000-000 X. Xxxxxxxx Xxxxxxxxx Xxxxxxxx Xxxx XX 00000
00 Xxxxxxxx Xxxxxxxxx - Xxxxx 000 Xxxx Xxxx Xxxxxx Xxxxx XX 00000
Monthly
P&I For All
Payments Monthly Balloon
Following P&I Mortgage
Cut-Off Expiration Payment Original Remaining Loans, the
Date of Any Scheduled Term to Term to Maturity Remaining Orig. Remain.
Control Loan Applicable for Mortgage Maturity Maturity Date or Amort. Amort. Amort.
Number Balance IO Periods 6/1/00 Rate or ARD or ARD ARD Term Term Term
------ ------- ---------- ------ ---- ------ ------ --- ---- ---- ----
111 1,572,089 12,341 12,341 8.7200% 120 119 04/01/2010 359 360 359
140 779,532 6,025 6,025 8.5500% 120 119 04/01/2010 359 360 359
120 1,298,840 10,910 10,910 9.0000% 120 119 04/01/2010 299 300 299
144 298,823 2,326 2,326 8.6250% 120 119 04/01/2010 359 360 359
119 1,361,163 10,731 10,731 8.7500% 120 116 01/01/2010 356 360 356
145 211,884 1,706 1,706 9.0000% 120 119 04/01/2010 359 360 359
134 883,269 7,121 7,121 9.0000% 120 116 01/01/2010 356 360 356
115 1,471,016 11,175 11,175 8.3400% 120 115 12/01/2009 355 360 355
137 793,710 6,448 6,448 9.0900% 120 117 02/01/2010 357 360 357
122 1,246,156 9,493 9,493 8.3750% 120 116 01/01/2010 356 360 356
136 837,617 6,252 6,252 8.1500% 120 115 12/01/2009 355 360 355
69 3,234,819 24,905 24,905 8.4900% 120 116 01/01/2010 356 360 356
91 2,298,776 18,714 18,714 9.1250% 120 119 04/01/2010 359 360 359
19 11,500,000 88,670 81,746 8.5300% 120 117 02/01/2010 360 360 360
107 1,618,298 12,996 12,996 8.9600% 120 117 02/01/2010 357 360 357
20 11,472,586 85,830 85,830 8.1800% 120 116 01/01/2010 356 360 356
39 6,856,033 50,575 50,575 8.0300% 120 116 01/01/2010 356 360 356
29 9,142,500 70,817 65,369 8.5800% 120 117 02/01/2010 360 360 360
127 1,052,435 9,309 9,309 9.6250% 120 117 02/01/2010 297 300 297
88 2,355,808 18,188 18,188 8.5200% 120 116 01/01/2010 356 360 356
118 1,362,684 10,861 10,861 8.8750% 120 117 02/01/2010 357 360 357
81 2,504,881 20,525 20,525 8.6900% 120 118 03/01/2010 298 300 298
67 3,366,177 28,396 28,396 8.7500% 120 119 04/01/2010 275 276 275
86 2,425,542 21,585 21,585 8.1000% 59 54 11/01/2004 211 216 211
23 10,527,405 82,094 82,094 8.6300% 120 116 01/01/2010 356 360 356
7 19,711,917 146,261 146,261 8.0920% 120 116 01/01/2010 356 360 356
53 4,335,398 33,409 33,409 8.5000% 180 176 01/01/2015 356 360 356
94 2,254,709 17,982 17,982 8.8750% 120 115 12/01/2009 355 360 355
63 3,631,431 30,257 30,257 8.8500% 120 114 11/01/2009 294 300 294
44 5,344,795 39,892 39,892 8.1500% 120 115 12/01/2009 355 360 355
121 1,297,263 10,181 10,181 8.7000% 120 116 01/01/2010 356 360 356
73 2,938,780 22,971 22,971 8.6600% 120 117 02/01/2010 357 360 357
77 2,593,550 20,191 20,191 8.6250% 120 118 03/01/2010 358 360 358
123 1,169,125 8,674 8,674 7.8750% 336 330 11/01/2027 336 330
124 1,147,021 8,843 8,843 8.5000% 120 115 12/01/2009 355 360 355
106 1,664,958 13,138 13,138 8.7500% 120 114 11/01/2009 354 360 354
42 5,887,149 45,617 45,617 8.5600% 120 116 01/01/2010 356 360 356
14 13,092,210 101,564 101,564 8.5900% 120 119 04/01/2010 359 360 359
40 6,083,736 46,429 46,429 8.3900% 120 115 12/01/2009 355 360 355
27 9,767,555 Steps 73,151.88 8.4734% 300 298 03/01/2025 300 298
139 783,685 6,281 6,281 8.9375% 120 117 02/01/2010 357 360 357
68 3,350,468 25,007 25,007 8.1500% 120 115 12/01/2009 355 360 355
18 11,724,675 88,424 88,424 8.2500% 120 113 10/01/2009 353 360 353
17 11,809,347 89,063 89,063 8.2500% 120 113 10/01/2009 353 360 353
26 9,918,656 74,804 74,804 8.2500% 120 113 10/01/2009 353 360 353
56 4,014,481 30,276 30,276 8.2500% 120 113 10/01/2009 353 360 353
138 788,549 6,499 6,499 9.2500% 120 116 01/01/2010 356 360 356
100 2,029,541 16,154 16,154 8.8600% 120 117 02/01/2010 357 360 357
2 24,802,000 185,632 169,687 8.2100% 120 116 01/01/2010 360 360 360
112 1,549,564 12,768 12,768 9.2500% 120 117 02/01/2010 357 360 357
79 2,548,480 19,752 19,752 8.5800% 120 119 04/01/2010 359 360 359
113 1,508,629 12,431 12,431 9.2500% 120 117 02/01/2010 357 360 357
61 3,662,748 29,873 29,873 8.6100% 120 116 01/01/2010 296 300 296
55 4,178,520 30,089 30,089 7.7500% 360 352 09/01/2029 360 352
92 2,295,945 17,992 17,992 8.6875% 120 117 02/01/2010 357 360 357
78 2,574,312 19,856 19,856 8.5100% 120 116 01/01/2010 356 360 356
128 997,790 7,689 7,689 8.5000% 120 116 01/01/2010 356 360 356
132 939,405 6,689 6,689 7.6250% 360 352 09/01/2029 360 352
22 10,672,213 77,100 77,100 7.8100% 120 116 01/01/2010 356 360 356
21 10,760,874 87,569 87,569 8.5830% 120 116 01/01/2010 296 300 296
Is the
Mortgage Interest
Loan Total Rate Effective Is the
Secured Master Administ- During Date of Mortgage Credit
by a Servicing rative Hyper- Hyper Loan an Lease
Control Ground Fee Fee ARD Amort Amort Actual/360 Loan Loan CTL
Number Lease? Rate Rate Loans Period? Provisions Loan? Seller Flag Guarantor
------ ------ ---- ---- ----- ------- ---------- ----- ------ ---- ---------
111 N 0.0250% 0.05385% N NA NA Y FUNB
140 N 0.0250% 0.05385% N NA NA Y FUNB
120 Y 0.0250% 0.05385% N NA NA Y FUNB
144 N 0.0250% 0.05385% N NA NA Y FUNB
119 N 0.0250% 0.05385% N NA NA Y FUNB
145 N 0.0250% 0.05385% N NA NA Y FUNB
134 N 0.0250% 0.05385% N NA NA Y FUNB
115 N 0.0250% 0.05385% N NA NA Y FUNB
137 N 0.0250% 0.05385% N NA NA Y FUNB
122 N 0.0250% 0.05385% N NA NA Y FUNB
136 N 0.0250% 0.05385% N NA NA Y FUNB
69 N 0.0250% 0.05385% N NA NA Y FUNB
91 N 0.0250% 0.05385% N XX XX X XXXX
00 X 0.0000% 0.00000% X XX XX Y FUNB
107 N 0.0250% 0.05385% N NA NA Y FUNB
20 N 0.0250% 0.05385% N NA NA Y FUNB
39 N 0.0250% 0.05385% N NA NA Y FUNB
29 N 0.0250% 0.05385% N NA NA Y FUNB
127 N 0.0250% 0.05385% N NA NA Y FUNB
88 N 0.0250% 0.05385% N NA NA Y FUNB
118 N 0.0250% 0.05385% N NA NA Y FUNB
81 N 0.0250% 0.05385% N NA NA Y FUNB
67 N 0.0250% 0.05385% N NA NA Y FUNB
86 N 0.0250% 0.05385% Y 10.10000% 11/01/2004 Y FUNB
23 N 0.0250% 0.05385% N NA NA Y FUNB
7 N 0.0250% 0.05385% N NA NA Y FUNB
53 N 0.0250% 0.08885% N NA NA Y FUNB
94 N 0.0250% 0.05385% N NA NA Y FUNB
63 N 0.0250% 0.05385% N NA NA Y FUNB
44 N 0.0250% 0.05385% N NA NA Y FUNB
121 N 0.0250% 0.05385% N NA NA Y FUNB
73 N 0.0250% 0.05385% N NA NA Y FUNB
77 N 0.0250% 0.05385% N NA NA Y FUNB
123 N 0.0250% 0.05385% N NA NA N FUNB
124 N 0.0250% 0.05385% N NA NA Y FUNB
106 N 0.0250% 0.05385% N XX XX X XXXX
00 X 0.0000% 0.00000% X XX XX Y FUNB
14 N 0.0250% 0.06885% N NA NA Y FUNB
40 N 0.0250% 0.05385% N NA NA Y FUNB
27 N 0.0250% 0.05385% N NA NA N FUNB CTL Giant Food, Inc.
139 N 0.0250% 0.05385% N NA NA Y FUNB
68 N 0.0250% 0.05385% N NA NA Y FUNB
18 N 0.0250% 0.05385% N XX XX X XXXX
00 X 0.0000% 0.00000% X XX XX Y FUNB
26 N 0.0250% 0.05385% N NA NA Y FUNB
56 N 0.0250% 0.05385% N NA NA Y FUNB
138 N 0.0250% 0.05385% N NA NA Y FUNB
100 N 0.0250% 0.05385% N NA NA Y FUNB
2 N 0.0250% 0.05385% N NA NA Y FUNB
112 N 0.0250% 0.05385% N NA NA Y FUNB
79 N 0.0250% 0.05385% N NA NA Y FUNB
113 N 0.0250% 0.05385% N NA NA Y FUNB
61 N 0.0250% 0.05385% N NA NA Y FUNB
55 N 0.0250% 0.05385% N NA NA Y FUNB
92 N 0.0250% 0.05385% N NA NA Y FUNB
78 N 0.0250% 0.05385% N NA NA Y FUNB
128 N 0.0250% 0.05385% N NA NA Y FUNB
132 N 0.0250% 0.05385% N NA NA N FUNB
22 N 0.0250% 0.05385% N NA NA Y FUNB
21 Y 0.0250% 0.05385% N NA NA Y FUNB
Is the
Mortgage
Loan
insured Cross
by a Collater- Is the Is the
Lease alized Mortgage Mortgage Is the
Enhance- and Is the Loan a Loan Mortgage
ment Cross Mortgage Semi- secured Loan an
Policy Defaulted Loan a Annual by a Interest
Control or RVI Loan Defeasance Mortgage letter of Reserve
Number Policy? Flag Loan? Loan? credit? Loan? Lockbox
------ ------- ---- ----- ----- ------- ----- -------
000 X X X X X
000 X Y N N Y
120 N Y N N Y
144 N Trematore Y N N Y
119 N Y N N Y
145 N Trematore Y N N Y
134 N Y N N Y
115 N Y N N Y
137 N Y N N Y
122 N Xxxx Y N N Y
136 N Xxxx Y N N Y
69 N Y N N Y
91 N Y N N Y
19 N Y N N Y
107 N Y N N Y
20 N Y N N Y
39 N Y N N Y
29 N Y N N Y
127 N Y N N Y
88 N Y N N Y
118 N Y N N Y
81 N Y N N Y
67 N Y N N Y
86 N Y N N Y
23 N Y N N Y
7 N Y N Y Y Springing
53 N Y N N Y
94 N Y N N Y
63 N Y N N Y
44 N Xxxx Y N N Y
121 N Y N N Y
73 N Y N N Y
77 N Y N N Y
123 N N N N N
124 N Y N N Y
106 N Y N N Y
42 N Y N N Y
14 N Y N N Y
40 N Y N N Y
27 Y Y N N N Hard
139 N Y N N Y
68 N Xxxx Y N N Y
18 N Y N N Y Springing
17 N Y N N Y Springing
26 N Y N N Y Springing
56 N Y N N Y Springing
138 N Y N N Y
100 N Y N N Y
2 N Y N N Y
112 N Y N N Y
79 N Y N N Y
113 N Y N N Y
61 N Y N N Y
55 N N N N Y
92 N Y N N Y
78 N Y N N Y
128 N Y N N Y
132 N N N N N
22 N Y N N Y
21 N Y N N Y
Annual
Monthly Dep
Replacement Annual Annual Replace- Upfront Initial
Control Reserves Tax Insurance ment TI/LC at Repair
Number Escrow Escrow Escrow Reserve Closing Reserves
------ ------ ------ ------ ------- ------- --------
111 562.50 10,156.56 3,509.40 6,750.00 0.00 5,625.00
140 187.50 13,005.00 2,400.00 2,250.00 0.00 0.00
120 92.36 15,019.56 5,715.96 1,108.32 0.00 0.00
144 97.40 10,686.84 2,733.00 1,168.80 0.00 1,250.00
119 490.83 31,950.00 4,486.08 5,889.96 0.00 0.00
145 96.15 10,506.96 3,651.96 1,153.80 0.00 12,500.00
134 939.25 33,750.00 8,584.68 11,271.00 0.00 10,218.75
115 655.00 27,066.96 4,112.16 7,860.00 0.00 3,000.00
137 360.64 14,368.44 2,061.00 4,327.68 0.00 0.00
122 1333.33 23,062.08 6,825.00 15,999.96 0.00 3,250.00
136 500.00 16,284.00 1,237.80 6,000.00 0.00 0.00
69 3125.00 41,595.24 15,765.12 37,500.00 0.00 18,875.00
91 1750.00 22,588.32 10,431.96 21,000.00 0.00 625.00
19 590.44 0.00 0.00 7,085.28 0.00 0.00
107 405.60 18,701.28 2,157.00 4,867.20 0.00 0.00
20 674.78 37,905.00 9,645.96 8,097.36 50,000.00 0.00
39 435.85 91,907.28 15,093.96 5,222.28 0.00 4,281.25
29 1574.13 114,301.56 12,509.04 18,889.56 0.00 48,250.00
127 330.00 25,256.52 3,291.96 3,960.00 0.00 0.00
88 3000.00 45,662.40 12,390.00 36,000.00 0.00 19,325.00
118 937.50 9,065.64 3,438.00 11,250.00 0.00 0.00
81 386.67 33,206.52 8,388.00 4,640.04 110,000.00 0.00
67 525.11 58,620.60 5,447.04 6,301.32 0.00 5,250.00
86 0.00 83,601.96 4,163.04 0.00 0.00 0.00
23 3645.83 124,562.04 45,613.92 43,749.96 0.00 1,250.00
7 5000.00 327,106.32 90,518.04 60,000.00 0.00 0.00
53 678.10 81,757.56 8,076.00 8,137.20 0.00 0.00
94 163.33 40,162.56 9,939.00 1,959.96 0.00 12,050.00
63 4385.79 24,267.96 12,014.64 51,777.84 0.00 2,000.00
44 2000.00 50,175.96 5,404.20 24,000.00 0.00 0.00
121 875.00 30,160.44 8,647.68 10,500.00 0.00 3,125.00
73 2645.83 38,256.24 12,744.48 31,749.96 0.00 39,437.50
77 2901.33 50,448.36 21,920.04 34,815.96 0.00 21,937.50
123 1066.67 32,421.00 8,178.36 12,800.04 0.00 0.00
124 979.17 10,262.88 5,007.96 11,750.04 0.00 0.00
106 393.23 28,650.12 1,842.96 4,718.76 95,000.00 0.00
42 2250.00 81,638.28 9,500.04 27,000.00 0.00 56,500.00
14 2190.67 143,489.52 34,230.96 26,288.04 0.00 6,750.00
40 577.86 100,155.36 24,301.08 6,934.32 0.00 12,300.00
27 0.00 0.00 0.00 0.00 0.00 0.00
139 395.83 11,512.08 1,104.96 4,749.96 0.00 5,687.50
68 2000.00 71,497.56 5,319.24 24,000.00 0.00 0.00
18 12606.12 107,943.96 0.00 151,273.44 0.00 250.00
17 14170.83 174,627.00 0.00 168,880.92 0.00 11,812.50
26 12977.52 177,540.00 0.00 160,596.96 0.00 2,906.25
56 6677.32 103,148.52 9,888.96 80,244.00 0.00 0.00
138 180.50 7,953.60 2,676.00 2,166.00 0.00 0.00
100 119.35 44,722.08 6,369.00 1,432.20 50,000.00 0.00
2 3100.69 227,138.40 45,825.96 37,208.28 0.00 84,268.75
112 377.12 26,940.84 3,990.00 4,525.44 0.00 0.00
79 1000.00 30,347.16 15,500.04 12,000.00 0.00 14,125.00
113 150.71 13,083.48 2,300.04 1,808.52 0.00 0.00
61 1728.39 60,437.28 23,072.40 20,740.68 0.00 1,500.00
55 $1750 - 1st 5 yrs, $2250 next 5 yrs, $2750 til MD 10,259.04 12,194.04 21,000.00 0.00 0.00
92 875.00 26,864.04 4,599.96 10,500.00 0.00 4,862.50
78 315.13 76,208.28 5,043.00 3,781.56 0.00 13,000.00
128 127.01 23,673.48 3,417.00 1,524.12 0.00 0.00
132 534 - first 5 years, 667 - next 6 years, $800 til MD 14,019.36 2,468.40 6,408.00 0.00 0.00
22 855.21 129,279.12 27,963.96 10,262.52 0.00 10,000.00
21 13217.30 152,798.88 28,109.16 160,245.00 0.00 0.00
Initial
Environ- Future
Control mental TI/LC
Number Reserves Escrows?
------ -------- --------
111 0.00 NA
140 0.00 NA
120 0.00 NA
144 0.00 NA
119 0.00 NA
145 0.00 NA
134 30,000.00 NA
115 0.00 NA
137 0.00 NA
122 0.00 NA
136 0.00 NA
69 0.00 NA
91 0.00 NA
19 0.00 NA
107 0.00 NA
20 0.00 Y - See Footnote 1
39 0.00 NA
29 0.00 NA
127 0.00 NA
88 0.00 NA
118 0.00 NA
81 0.00 NA
67 0.00 NA
86 0.00 NA
23 0.00 NA
7 0.00 NA
53 0.00 NA
94 0.00 NA
63 0.00 NA
44 0.00 NA
121 0.00 NA
73 0.00 NA
77 0.00 NA
123 0.00 NA
124 0.00 NA
106 0.00 NA
42 0.00 NA
14 0.00 NA
40 0.00 NA
27 0.00 NA
139 0.00 NA
68 0.00 NA
18 0.00 NA
17 0.00 NA
26 625,000.00 NA
56 0.00 NA
138 0.00 NA
100 625.00 Y - See Footnote 1
2 0.00 NA
112 0.00 NA
79 0.00 NA
113 0.00 Y - See Footnote 1
61 0.00 NA
55 0.00 NA
92 0.00 NA
78 0.00 NA
128 0.00 NA
132 0.00 NA
22 0.00 NA
21 0.00 NA
Control Name Zip
Number Property Address City State Code
------ -------- ------- ---- ----- ----
32 Miami Garden Villas 00 XX 000xx xx. Xxxxx XX 00000
80 Motel 6 1105 Pensacola 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx XX 00000
59 Motel 6 000 Xxxxx Xxxxx 000 0xx Xxxxxx Xxxxx Xxxxx XX 00000
43 Motel 6 28 St. Xxxx Goleta 0000 Xxxxx Xxxx Xxxxxx XX 00000
57 Motel 6 414 Gainesville 0000 XX 00xx Xxxx. Xxxxxxxxxxx XX 00000
74 Motel 6 000 Xxxxxxxxx Xxxxxxxxx 000 X. Xxxxxxxx Xxxx Xxxxxxxxx XX 00000
47 Motel 6 69 Cocoa Beach 0000 Xx. Xxxxxxxx Xxx. Xxxxx Xxxxx XX 00000
60 Mountain View Apartments 0000 Xxxxxxxxx Xxxx Xxxxxx XX 00000
000 Xxxxx Xxxxx Xxxxxxx 0000 Xxxxx Xxxxx Xxxx Xxxxxxxxxx XX 00000
93 North Point Apartments 0000 Xxxxx Xxxxx Xxxxx Xxxxxx XX 00000
28 Northgate Shopping Center 0000 Xxxxx Xxxxx Xxxxxx Xxxxxxx XX 00000
12 Nottingham Apartments 000 Xxxxxxxx Xxxxx Xxxx XX 00000
90 Office Depot 0000 Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxx XX 00000
105 One South Place Apartments 0000 Xxxxxxx-Xxxx Xxxxxx Xxxxxxxxx XX 00000
6 Pacific Islands Apartments 0000 X. Xxxxx Xxxxxx Xxxxxxx Xxxxxxxxx XX 00000
00 Xxxx Xxxxx Xxxxxxxx Xxxxxx 0000-0000 00xx Xxxxxx Xxxxx Xxxxxxxx Xxxx XX 00000
133 Pebble Beach Apartments 000-000 Xxxx Xxxxxxxx Xxxxxxxxx Xxxxxxxxx Xxxx XX 00000
000 Xxxx Xxxx XX Xx 000 Xxxxxxxxxx XX 00000
35 Plantation Crossing 12220 - 00000 Xxxxxxx Xxxxxxxxx Xxxxxxxxxx XX 00000
00 Xxxxx xxx Xxx Xxxxxxxxxx 00000 - 00000 Xxxxxx Xxxxxx Xxxxx XX 00000
00 Xxxxxx Xxxxxxx Xxxxx 00000 and 00000 Xxxxxxxxx Xxxxx Xxxxxxx Xxxxxxxxxx XX 00000
00 Xxxxxx Xxxxxxxxxx Xxxxxx 000 Xxxxxxx Xxxx Xxxxxx Xxxxxxxxx XX 00000
00 Xxxxxxxxx Xxx - Xxxxxxxxxx 000 Xxxxxxxxx Xxx Xxxxxxxxxx XX 00000
83 Riverstone Apartments 0000 Xxxxx Xxxxxxx Xxxx Xxxxxx XX 00000
000 Xxxxx Xxxxx Xxxxxxxxxx Xxxxx II Xxxxx Xxxxx Xxxxx Xxxxxxxxx XX 00000
125 San Xxxxx Mobile Home Park 00000 Xxxxx Xxxx 000 Xxxxxxxxxx XX 00000
5 San Tropez Apartments 0000 Xxxx Xxxxxxx Xxxx Xxx Xxxxx XX 00000
00 Xxxxxx Xxxxxx Shopping Center 000 Xxxxxxxxx Xxxx Xxxx Xxxxxxxx XX 00000
46 Xxxx'x Plaza 000 Xxxxxx Xxxxxx Xxxxxxxx XX 00000
54 Shillington Shopping Center 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx XX 00000
52 Shoppes II at Riverdale Commons 12465 -12485 Xxxxx Xxxxxx Xxxx Xxxxxx XX 00000
62 Skipper Palms Shopping Center 0000-0000 Xxxxxx Xxxxxx Xxxxx XX 00000
000 Xxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx 000-000 Xxxxxxxxxx Xxxxxx X.X. Xxxxxxxxxxx XX 00000
13 Sterling University Arbors 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxx XX 00000
131 Xxxxxx Arms Apartments 0000 Xxxxxx Xx. Xxxxxxx XX 00000
000 Xxxxxxx Xxxx Xxxxxxxx Xxxxxx 000 Xxxx Xxxxxxxxx Xxxx Xxxxxxx XX 00000
10 The Atrium at Gainesville 0000 XX 00xx Xxxxxx Xxxxxxxxxxx XX 00000
97 The Lighthouse Inn 0000 XX 00xx Xxxxxx Xxxxxxx Xxxxx XX 00000
00 Xxx Xxxxxxx xx Xxxxxxx Xxxxx Xxxxxxxxxx 000 X. Xxxxxxx Xxxxxx Xxxxxxxxx XX 00000
00 Xxxxx Xxxxx Xxxxxxxxxx 0000 Xxxxx Xxxx Xxxxx Xxxxx XX 00000
00 Xxxx Xxxxxx Shopping Center 0000 Xxxxxxxxxx Xxxx Xxxxxxx XX 00000
000 Xxxxxxx Xxxx MHP 0000 Xxxxxxxx Xx. Xxxxxx XX 00000
00 Xxxxxx Xxxxx 000 Xxxxxxx Xxxxx Xx. Xxxxxxxxx XX 00000
85 U-Haul Center City 0000 Xxxxxxxxxx Xxxxxx Xxxxxxxxxxxx XX 00000
126 U-Haul Conroe Center 0000 Xxxxx X-00 Xxxxxx XX 00000
00 X-Xxxx XX Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xxxxxxxxx XX 00000
108 U-Haul Memorial 0000 Xxxxx Xxxxxxxx Xxxxx Xxxxx XX 00000
72 U-Haul University 0000 Xxxxx Xxxxx Xxxxxxx Xxxxx XX 00000
000 Xxxxxxxxxx Xxxxxxx 000-000 Xxxxxxx Xxxxxx Xxxxx XX 00000
45 University Court Apartments 0000 X. Xxxxxx Xx. Xxxxxxxxxx XX 00000
50 Vanderbilt Court Apartments 00000 Xxxxxxx Xxxxx Xx. Xxxxxxx XX 00000
000 Xxxxxxx Xxxxx Apartments 0000 Xxxxxxx Xxxxx Xxxx Xxxxx XX 00000
000 Xxxxx Xxxxx 0000-0000 Xxxx Xxxxxxxx Xxxxxx Xxxx XX 00000
1 Washingtonian Center 00 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxxxx XX 00000
000 Xxxxxxxxxx Xxxxx Shopping Center 000-000 Xxxxxxxxx Xxx Xxxxx XX 00000
30 Westlink Village Apartments 000 Xxxxx Xxxxx Xxxxxx Xxxxxxx XX 00000
11 Wildwood Forest Apartments 000 Xxxxxxxx Xxxxxx Xxxxx Xxxxxx XX 00000
000 Xxxxxxx Xxxxx 00000 - 00000 Xxxxxxx Xxxxx Xxxx Xxxx Xxxxxxxx XX 00000
Monthly
P&I For All
Payments Monthly Balloon
Following P&I Mortgage
Cut-Off Expiration Payment Original Remaining Loans, the
Date of Any Scheduled Term to Term to Maturity Remaining Orig. Remain.
Control Loan Applicable for Mortgage Maturity Maturity Date or Amort. Amort. Amort.
Number Balance IO Periods 6/1/00 Rate or ARD or ARD ARD Term Term Term
------ ------- ---------- ------ ---- ------ ------ --- ---- ---- ----
32 8,774,844 65,309 65,309 8.1200% 120 115 12/01/2009 355 360 355
80 2,533,516 Steps 125,378.03 7.2350% 216 193 06/01/2016 247 270 247
59 3,750,686 Steps 185,613.03 7.2350% 216 193 06/01/2016 247 270 247
43 5,580,948 Steps 276,188.62 7.2350% 216 193 06/01/2016 247 270 247
57 3,921,991 Steps 194,090.55 7.2350% 216 193 06/01/2016 247 270 247
74 2,803,998 Steps 138,763.59 7.2350% 216 193 06/01/2016 247 270 247
47 5,130,145 Steps 253,879.37 7.2350% 216 193 06/01/2016 247 270 247
60 3,711,858 28,709 28,709 8.5400% 120 116 01/01/2010 356 360 356
103 1,856,248 14,799 14,799 8.8750% 120 116 01/01/2010 356 360 356
93 2,279,268 15,447 15,447 7.1250% 360 352 09/01/2029 360 352
28 9,246,344 72,802 72,802 8.7400% 120 117 02/01/2010 357 360 357
12 14,750,000 111,019 101,652 8.2700% 120 116 01/01/2010 360 360 360
90 2,309,961 18,462 18,462 8.3900% 153 151 12/01/2012 298 300 298
105 1,721,507 12,082 12,082 7.5000% 240 235 12/01/2019 355 360 355
6 20,800,000 152,333 138,320 7.9800% 180 176 01/01/2015 360 360 360
71 3,094,582 24,343 24,343 8.7300% 120 117 02/01/2010 357 360 357
133 924,127 7,548 7,548 8.6600% 117 116 01/01/2010 299 300 299
142 627,451 5,324 5,324 9.1250% 120 119 04/01/2010 299 300 299
35 7,658,669 58,533 58,533 8.4100% 120 116 01/01/2010 356 360 356
48 4,780,763 36,001 36,001 8.2500% 120 116 01/01/2010 356 360 356
98 2,096,769 17,623 17,623 9.0000% 120 118 03/01/2010 298 300 298
96 2,166,198 17,547 17,547 8.6250% 120 112 09/01/2009 304 312 304
51 4,490,252 34,866 34,866 8.5830% 120 116 01/01/2010 356 360 356
83 2,473,266 18,754 18,754 8.3200% 120 115 12/01/2009 355 360 355
102 1,895,743 13,285 13,285 7.5000% 180 177 02/01/2015 357 360 357
125 1,134,703 9,042 9,042 8.8700% 120 116 01/01/2010 356 360 356
5 21,825,000 164,271 150,411 8.2700% 120 118 03/01/2010 360 360 360
15 12,857,068 100,317 100,317 8.6400% 120 117 02/01/2010 357 360 357
46 5,246,639 39,368 39,368 8.2300% 120 119 04/01/2010 359 360 359
54 4,285,722 32,683 32,683 8.3750% 120 114 11/01/2009 354 360 354
52 4,342,598 34,564 34,564 8.8600% 120 117 02/01/2010 357 360 357
62 3,646,555 28,389 28,389 8.6250% 120 118 03/01/2010 358 360 358
101 1,948,427 15,901 15,901 9.1500% 120 118 03/01/2010 358 360 358
13 13,120,000 97,921 89,435 8.1800% 120 119 04/01/2010 360 360 360
131 964,445 7,592 7,592 8.7500% 120 119 04/01/2010 359 360 359
114 1,497,718 12,504 12,504 9.4000% 120 117 02/01/2010 357 360 357
10 15,864,611 121,919 121,919 8.4700% 120 116 01/01/2010 356 360 356
97 2,098,055 16,431 16,431 8.6900% 120 118 03/01/2010 358 360 358
58 3,904,270 28,720 28,720 8.0000% 180 176 01/01/2015 356 360 356
16 12,415,000 96,563 89,233 8.6250% 120 118 03/01/2010 360 360 360
65 3,491,549 25,987 25,987 8.1250% 120 116 01/01/2010 356 360 356
143 516,955 4,121 4,121 8.8750% 120 116 01/01/2010 356 360 356
38 7,286,842 56,545 56,545 8.5800% 120 117 02/01/2010 357 360 357
85 2,427,767 20,094 20,094 8.8200% 120 119 04/01/2010 299 300 299
126 1,057,028 8,749 8,749 8.8200% 120 119 04/01/2010 299 300 299
89 2,343,844 19,399 19,399 8.8200% 120 119 04/01/2010 299 300 299
108 1,613,516 13,355 13,355 8.8200% 120 119 04/01/2010 299 300 299
72 3,061,184 25,336 25,336 8.8200% 120 119 04/01/2010 299 300 299
110 1,598,595 12,725 12,725 8.8700% 120 118 03/01/2010 358 360 358
45 5,308,713 40,634 40,634 8.4400% 120 118 03/01/2010 358 360 358
50 4,587,216 34,494 34,494 8.2300% 120 115 12/01/2009 355 360 355
129 986,851 7,654 7,654 8.5700% 120 116 01/01/2010 356 360 356
141 723,122 5,575 5,575 8.5000% 120 115 12/01/2009 355 360 355
1 39,387,474 273,490 273,490 7.4000% 120 116 01/01/2010 356 360 356
130 981,579 8,445 8,445 9.2900% 120 118 03/01/2010 298 300 298
30 9,120,000 66,475 60,268 7.9300% 120 115 12/01/2009 360 360 360
11 15,654,661 116,078 116,078 8.0800% 120 115 12/01/2009 355 360 355
104 1,759,235 14,496 14,496 9.2500% 120 117 02/01/2010 357 360 357
Is the
Mortgage Interest
Loan Total Rate Effective Is the
Secured Master Administ- During Date of Mortgage Credit
by a Servicing rative Hyper- Hyper Loan an Lease
Control Ground Fee Fee ARD Amort Amort Actual/360 Loan Loan CTL
Number Lease? Rate Rate Loans Period? Provisions Loan? Seller Flag Guarantor
------ ------ ---- ---- ----- ------- ---------- ----- ------ ---- ---------
32 N 0.0250% 0.05385% N NA NA Y FUNB
80 N 0.0250% 0.20500% N NA NA N FUNB CTL Accor SA
59 N 0.0250% 0.20500% N NA NA N FUNB CTL Accor SA
43 N 0.0250% 0.20500% N NA NA N FUNB CTL Accor SA
57 N 0.0250% 0.20500% N NA NA N FUNB CTL Accor SA
74 N 0.0250% 0.20500% N NA NA N FUNB CTL Accor SA
47 N 0.0250% 0.20500% N NA NA N FUNB CTL Accor SA
60 N 0.0250% 0.05385% N NA NA Y FUNB
103 N 0.0250% 0.05385% N NA NA Y FUNB
93 N 0.0250% 0.05385% N NA NA Y FUNB
28 N 0.0250% 0.05385% N NA NA Y FUNB
12 N 0.0250% 0.05385% N NA NA Y FUNB
90 N 0.0250% 0.05385% N NA NA Y FUNB
105 N 0.0250% 0.05385% N NA NA N FUNB
6 N 0.0250% 0.05385% N NA NA Y FUNB
71 N 0.0250% 0.05385% N NA NA Y FUNB
133 N 0.0250% 0.05385% N NA NA Y FUNB
142 N 0.0250% 0.05385% N NA NA Y FUNB
35 N 0.0250% 0.05385% N NA NA Y FUNB
48 N 0.0250% 0.05385% N NA NA Y FUNB
98 N 0.0250% 0.05385% N NA NA Y FUNB
96 N 0.0250% 0.05385% N XX XX X XXXX
00 X 0.0000% 0.00000% X XX XX Y FUNB
83 N 0.0250% 0.05385% N NA NA Y FUNB
102 N 0.0250% 0.05385% N NA NA N FUNB
125 N 0.0250% 0.05385% N NA NA Y FUNB
5 N 0.0250% 0.05385% N NA NA Y FUNB
15 N 0.0250% 0.05385% N NA NA Y FUNB
46 N 0.0250% 0.05385% N NA NA Y FUNB
54 N 0.0250% 0.05385% N NA NA Y FUNB
52 N 0.0250% 0.05385% N NA NA Y FUNB
62 N 0.0250% 0.05385% N NA NA Y FUNB
101 N 0.0250% 0.05385% N NA NA Y FUNB
13 N 0.0250% 0.05385% N NA NA Y FUNB
131 N 0.0250% 0.05385% N NA NA Y FUNB
114 Y 0.0250% 0.05385% N NA NA Y FUNB
10 N 0.0250% 0.05385% N NA NA Y FUNB
97 N 0.0250% 0.05385% N NA NA Y FUNB
58 N 0.0250% 0.05385% N NA NA Y FUNB
16 N 0.0250% 0.06885% N XX XX X XXXX
00 X 0.0000% 0.00000% X XX XX Y FUNB
143 N 0.0250% 0.05385% N NA NA Y FUNB
38 N 0.0250% 0.05385% N NA NA Y FUNB
85 Y (See Footnote 2) 0.0250% 0.05385% N NA NA Y FUNB
126 Y (See Footnote 2) 0.0250% 0.05385% N NA NA Y FUNB
89 Y (See Footnote 2) 0.0250% 0.05385% N NA NA Y FUNB
108 Y (See Footnote 2) 0.0250% 0.05385% N NA NA Y FUNB
72 Y (See Footnote 2) 0.0250% 0.05385% N NA NA Y FUNB
110 N 0.0250% 0.05385% N NA NA Y FUNB
45 N 0.0250% 0.05385% N NA NA Y FUNB
50 N 0.0250% 0.05385% N NA NA Y FUNB
129 N 0.0250% 0.05385% N NA NA Y FUNB
141 N 0.0250% 0.05385% N NA NA Y FUNB
1 N 0.0250% 0.05385% N NA NA Y FUNB
130 N 0.0250% 0.05385% N NA NA Y FUNB
30 N 0.0250% 0.05385% N NA NA Y FUNB
11 N 0.0250% 0.05385% N NA NA Y FUNB
104 N 0.0250% 0.05385% N NA NA Y FUNB
Is the
Mortgage
Loan
insured Cross
by a Collater- Is the Is the
Lease alized Mortgage Mortgage Is the
Enhance- and Is the Loan a Loan Mortgage
ment Cross Mortgage Semi- secured Loan an
Policy Defaulted Loan a Annual by a Interest
Control or RVI Loan Defeasance Mortgage letter of Reserve
Number Policy? Flag Loan? Loan? credit? Loan? Lockbox
------ ------- ---- ----- ----- ------- ----- -------
32 N Y N N Y
80 N N Y N N Hard
59 N N Y N N Hard
43 N N Y N N Hard
57 N N Y N N Hard
74 N N Y N N Hard
47 N N Y N N Hard
60 N Y N N Y
103 N Y N N Y
93 N N N N Y
28 N Y N N Y
12 N Y N N Y
90 N Y N N Y
105 N N N N N
6 N Y N N Y
71 N Y N N Y
133 N Xxxx Y N N Y
142 N Y N N Y
35 N Y N N Y
48 N Y N N Y
98 N Y N N Y
96 N Y N N Y
51 N Y N N Y
83 N Y N N Y
102 N N N N N
125 N Y N N Y
5 N Y N N Y
15 N Y N N Y
46 N Y N N Y
54 N Y N N Y
52 N Y N N Y
62 N Y N N Y
101 N Y N N Y
13 N Y N N Y
131 N Y N N Y
114 N Y N N Y
10 N Y N N Y
97 N Y N N Y
58 N N N N Y
16 N Y N N Y
65 N Y N N Y
143 N Y N N Y
38 N Y N N Y
85 N U-Haul Pool III Y N N Y
126 N U-Haul Pool III Y N N Y
89 N U-Haul Pool III Y N N Y
108 N U-Haul Pool III Y N N Y
72 N U-Haul Pool III Y N N Y
110 N Y N N Y
45 N Y N N Y
50 N N N N Y
129 N Y N N Y
141 N Y N N Y
1 N Y N N Y
130 N Y N N Y
30 N Y N N Y
11 N Y N N Y
104 N Y N N Y
\
Annual
Monthly Dep
Replacement Annual Annual Replace- Upfront Initial
Control Reserves Tax Insurance ment TI/LC at Repair
Number Escrow Escrow Escrow Reserve Closing Reserves
------ ------ ------ ------ ------- ------- --------
32 7833.33 232,056.96 63,121.80 93,999.96 0.00 25,375.00
80 0.00 0.00 0.00 0.00 0.00 0.00
59 0.00 0.00 0.00 0.00 0.00 0.00
43 0.00 0.00 0.00 0.00 0.00 0.00
57 0.00 0.00 0.00 0.00 0.00 0.00
74 0.00 0.00 0.00 0.00 0.00 0.00
47 0.00 0.00 0.00 0.00 0.00 0.00
60 4333.33 51,514.68 21,611.88 51,999.96 0.00 69,875.00
103 1375.00 29,858.88 7,585.92 16,500.00 0.00 21,100.00
93 800 - first 5 years, 1000 - next 6 years, $1200 ti MD 41,441.04 4,134.00 9,600.00 0.00 0.00
28 1715.66 72,099.60 15,140.04 20,587.92 125,000.00 0.00
12 4433.33 352,659.12 18,714.00 53,199.96 0.00 0.00
90 0.00 0.00 0.00 0.00 0.00 0.00
105 $1,200 - 1st 5 yrs, $1,500 next 6 yrs, $1,800 til MD 42,407.16 10,805.04 14,400.00 0.00 0.00
6 7245.33 196,250.28 29,510.04 86,943.96 0.00 0.00
71 2085.50 149,975.04 18,692.40 25,026.00 $200,000 (LOC) 9,375.00
133 1270.83 18,278.88 7,580.04 15,249.96 0.00 5,125.00
142 262.50 25,651.56 2,196.00 3,150.00 0.00 9,375.00
35 587.35 143,492.04 37,147.20 7,048.20 0.00 0.00
48 3571.25 94,135.80 14,216.04 42,855.00 0.00 0.00
98 1137.15 41,459.40 5,222.04 13,645.80 0.00 106,968.75
96 1322.14 102,276.12 4,413.00 15,865.68 0.00 45,725.00
51 6044.14 47,328.00 11,301.24 74,819.40 0.00 0.00
83 1452.00 19,318.20 8,712.00 17,424.00 0.00 17,018.75
102 625.00 39,654.00 7,623.48 12,800.04 0.00 0.00
125 268.75 11,842.80 2,296.92 3,225.00 0.00 10,937.50
5 7000.00 210,464.64 30,000.00 84,000.00 0.00 0.00
15 1949.31 181,203.48 36,824.04 23,391.72 0.00 30,250.00
46 994.84 145,943.28 9,835.92 11,938.08 0.00 96,093.75
54 1131.45 92,396.04 12,867.00 13,577.40 0.00 186,948.75
52 351.44 33,871.08 7,013.04 4,217.28 0.00 0.00
62 1112.28 81,597.12 14,688.96 13,347.36 0.00 38,585.00
101 162.83 21,701.64 3,042.96 1,953.96 40,000.00 0.00
13 3750.00 107,391.96 0.00 45,000.00 0.00 5,875.00
131 625.00 13,375.08 7,623.48 7,500.00 0.00 0.00
114 594.48 29,414.52 2,361.00 7,133.76 0.00 3,750.00
10 5020.83 319,659.96 32,844.00 60,249.96 0.00 0.00
97 958.33 21,858.84 13,727.16 11,499.96 0.00 875.00
58 2333.33 85,104.00 18,206.04 27,999.96 0.00 0.00
16 6250.00 44,292.84 59,054.04 75,000.00 0.00 9,968.75
65 141.51 43,721.64 2,499.96 1,698.12 0.00 0.00
143 225.00 2,975.40 1,437.96 2,700.00 0.00 7,312.50
38 6906.67 164,757.96 40,902.00 82,880.04 0.00 9,812.50
85 757.79 0.00 3,848.04 8,938.92 0.00 12,000.00
126 499.00 0.00 2,714.04 5,988.00 0.00 3,800.00
89 845.44 0.00 3,843.00 10,145.28 0.00 8,575.00
108 609.33 0.00 6,915.96 7,311.96 0.00 0.00
72 626.99 0.00 6,911.04 7,395.96 0.00 5,750.00
110 750.00 33,078.84 4,947.96 9,000.00 0.00 0.00
45 2125.00 38,661.72 11,826.96 25,500.00 0.00 0.00
50 3075.00 92,209.20 22,978.92 36,900.00 0.00 38,725.00
129 1104.00 9,728.64 5,282.04 13,248.00 0.00 62,032.50
141 195.82 18,028.80 2,705.04 2,349.84 0.00 1,875.00
1 0.00 668,782.68 10,906.08 0.00 0.00 0.00
130 317.66 30,113.16 2,062.08 3,811.92 $43,200 (LOC) 12,912.50
30 4000.00 72,549.00 20,870.04 48,000.00 0.00 0.00
11 0.00 203,825.88 0.00 0.00 0.00 0.00
104 497.96 20,467.56 5,070.96 5,975.52 $100,000 (LOC) 937.50
Initial
Environ- Future
Control mental TI/LC
Number Reserves Escrows?
------ -------- --------
32 0.00 NA
80 0.00 NA
59 0.00 NA
43 0.00 NA
57 0.00 NA
74 0.00 NA
47 0.00 NA
60 0.00 NA
103 0.00 NA
93 0.00 NA
28 0.00 NA
12 0.00 NA
90 0.00 NA
105 0.00 NA
6 0.00 NA
71 0.00 NA
133 0.00 NA
142 0.00 NA
35 0.00 Y - See Footnote 1
48 0.00 NA
98 0.00 Y - See Footnote 1
96 0.00 Y - See Footnote 1
51 0.00 NA
83 0.00 NA
102 0.00 NA
125 0.00 NA
5 0.00 NA
15 0.00 NA
46 0.00 NA
54 0.00 Y - See Footnote 1
52 0.00 NA
62 300,000.00 NA
101 0.00 NA
13 0.00 NA
131 0.00 NA
114 0.00 NA
10 0.00 NA
97 0.00 NA
58 0.00 NA
16 0.00 NA
65 0.00 NA
143 0.00 NA
38 5,250.00 NA
85 0.00 NA
126 0.00 NA
89 0.00 NA
108 0.00 NA
72 0.00 NA
110 0.00 NA
45 0.00 NA
50 0.00 NA
129 0.00 NA
141 0.00 NA
1 0.00 NA
130 0.00 NA
30 0.00 NA
11 0.00 NA
104 0.00 NA
(1) In addition to any such escrows funded at loan closing for potential TI/LC
expenses, these loans require funds to be escrowed during some or all of
the loan term for TI/LC expenses which may be incurred during the loan
term. In certain instances, escrowed funds may be released to borrower upon
satisfaction of certain leasing conditions.
(2) Fee interest subordinate to the leasehold interest (ie fee owner has joined
in the mortgage)
