EXHIBIT 99.2
EXECUTION COPY
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement, dated as of May 16, 2006 (this
"Agreement"), is entered into between LaSalle Bank National Association (the
"Seller") and Xxxxxxx Xxxxx Mortgage Investors, Inc. (the "Purchaser").
The Seller intends to sell and the Purchaser intends to purchase
certain multifamily, commercial and manufactured housing community mortgage
loans (the "Mortgage Loans") identified on the schedule (the "Mortgage Loan
Schedule") annexed hereto as Schedule II. The Purchaser intends to deposit the
Mortgage Loans, along with certain other mortgage loans (the "Other Mortgage
Loans"), into a trust fund (the "Trust Fund"), the beneficial ownership of which
will be evidenced by multiple classes of mortgage pass-through certificates (the
"Certificates"). One or more "real estate mortgage investment conduit" ("REMIC")
elections will be made with respect to most of the Trust Fund. The Trust Fund
will be created and the Certificates will be issued pursuant to a Pooling and
Servicing Agreement, dated as of May 1, 2006 (the "Pooling and Servicing
Agreement"), among the Purchaser as depositor, Midland Loan Services, Inc. as
master servicer no. 1 (in such capacity, "Master Servicer No. 1" and, also a
"Master Servicer"), Xxxxx Fargo Bank, National Association as master servicer
no. 2 ("Master Servicer No. 2" and, also a "Master Servicer"), Midland Loan
Services, Inc. as special servicer (in such capacity, the "Special Servicer"),
U.S. Bank National Association as trustee (the "Trustee"), and LaSalle Bank
National Association as certificate administrator (in such capacity, the
"Certificate Administrator") and as custodian (in such capacity, the
"Custodian"). Capitalized terms used but not defined herein (including the
schedules attached hereto) have the respective meanings set forth in the Pooling
and Servicing Agreement.
The Purchaser has entered into an Underwriting Agreement, dated as of
May 16, 2006 (the "Underwriting Agreement"), with Xxxxxxx Lynch, Pierce, Xxxxxx
& Xxxxx Incorporated ("Xxxxxxx Xxxxx") for itself and as representative of
LaSalle Financial Services, Inc. ("LaSalle Financial"), PNC Capital Markets LLC
("PNC Capital"), Xxxxxxx, Sachs & Co. ("Xxxxxxx Xxxxx") and Xxxxxx Xxxxxxx & Co.
Incorporated ("Xxxxxx Xxxxxxx"; Xxxxxxx Xxxxx, LaSalle Financial, PNC Capital,
Xxxxxxx Sachs and Xxxxxx Xxxxxxx, collectively, in such capacity, the
"Underwriters"), whereby the Purchaser will sell to the Underwriters all of the
Certificates that are to be registered under the Securities Act of 1933, as
amended (such Certificates, the "Publicly-Offered Certificates"). The Purchaser
has also entered into a Certificate Purchase Agreement, dated as of May 16, 2006
(the "Certificate Purchase Agreement"), with Xxxxxxx Xxxxx for itself and as
representative of LaSalle Financial (together in such capacity, the "Initial
Purchasers"), whereby the Purchaser will sell to the Initial Purchasers all of
the remaining Certificates (such Certificates, the "Private Certificates").
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase.
The Seller agrees to sell, and the Purchaser agrees to purchase, the
Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan
Schedule may be
amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant
to the terms hereof. The Mortgage Loans are expected to have an aggregate
principal balance of $1,222,087,754 (the "LaSalle Bank Mortgage Loan Balance")
(subject to a variance of plus or minus 5.0%) as of the close of business on the
Cut-off Date, after giving effect to any payments due on or before such date,
whether or not such payments are received. The LaSalle Bank Mortgage Loan
Balance, together with the aggregate principal balance of the Other Mortgage
Loans as of the Cut-off Date (after giving effect to any payments due on or
before such date, whether or not such payments are received), is expected to
equal an aggregate principal balance (the "Cut-off Date Pool Balance") of
$2,489,838,695 (subject to a variance of plus or minus 5%).
The purchase and sale of the Mortgage Loans shall take place on May
25, 2006 or such other date as shall be mutually acceptable to the parties to
this Agreement (the "Closing Date"). The consideration (the "Purchase
Consideration") for the Mortgage Loans shall be equal to (i) 98.15357% of the
LaSalle Bank Mortgage Loan Balance as of the Cut-off Date, plus (ii) $4,700,344,
which amount represents the amount of interest accrued on the LaSalle Bank
Mortgage Loan Balance, as agreed to by the Seller and the Purchaser. The
Purchase Consideration shall be paid to the Seller or its designee by wire
transfer in immediately available funds on the Closing Date.
SECTION 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to the Seller's
receipt of the Purchase Consideration and the satisfaction or waiver of the
conditions to closing set forth in Section 5 of this Agreement (which conditions
shall be deemed to have been satisfied or waived upon the Seller's receipt of
the Purchase Consideration), the Seller does hereby sell, transfer, assign, set
over and otherwise convey to the Purchaser, without recourse (except as set
forth in this Agreement), all the right, title and interest of the Seller in and
to the Mortgage Loans identified on the Mortgage Loan Schedule as of such date,
on a servicing released basis (subject to certain agreements regarding servicing
as provided in the Pooling and Servicing Agreement, sub-servicing agreements
permitted thereunder and the Servicing Rights Purchase Agreement (as defined in
Section 6(a)(i) hereof)), 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 Mortgage Loans due on or
before the Cut-off Date). All scheduled payments of principal and interest due
on or before the Cut-off Date but collected after the Cut-off Date, and
recoveries of principal and interest collected on or before the Cut-off Date
(only in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date and principal prepayments thereon), shall belong to, and
be promptly remitted to, the Seller.
(c) The Seller hereby represents and warrants that it has or will
have, on behalf of the Purchaser, delivered to the Custodian (i) on or before
the Closing Date, the documents and instruments specified below with respect to
each Mortgage Loan that are
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Specially Designated Mortgage Loan Documents and (ii) on or before the date that
is 30 days after the Closing Date, the remaining documents and instruments
specified below that are not Specially Designated Mortgage Loan Documents with
respect to each Mortgage Loan (the documents and instruments specified below and
referred to in clauses (i) and (ii) preceding, collectively, a "Mortgage File").
All Mortgage Files so delivered will be held by the Custodian in escrow for the
benefit of the Seller at all times prior to the Closing Date. The Mortgage File
with respect to each Mortgage Loan that is a Trust Mortgage Loan shall contain
the following documents:
(i) (A) the original executed Mortgage Note for the subject Mortgage
Loan, including any power of attorney related to the execution thereof (or
a lost note affidavit and indemnity with a copy of such Mortgage Note
attached thereto), together with any and all intervening endorsements
thereon, endorsed on its face or by allonge attached thereto (without
recourse, representation or warranty, express or implied) to the order of
U.S. Bank National Association, as trustee for the registered holders of
Xxxxxxx Xxxxx Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through
Certificates, Series 2006-C1, or in blank, and (B) in the case of a Loan
Combination, a copy of the executed Mortgage Note for each related
Non-Trust Loan;
(ii) an original or copy of the Mortgage, together with originals or
copies of any and all intervening assignments thereof, in each case (unless
not yet returned by the applicable recording office) with evidence of
recording indicated thereon or certified by the applicable recording
office;
(iii) an original or copy of any related Assignment of Leases (if such
item is a document separate from the Mortgage), together with originals or
copies of any and all intervening assignments thereof, in each case (unless
not yet returned by the applicable recording office) with evidence of
recording indicated thereon or certified by the applicable recording
office;
(iv) an original executed assignment, in recordable form (except for
completion of the assignee's name and address (if the assignment is
delivered in blank) and any missing recording information or a certified
copy of that assignment as sent for recording), of (a) the Mortgage, (b)
any related Assignment of Leases (if such item is a document separate from
the Mortgage) and (c) any other recorded document relating to the subject
Mortgage Loan otherwise included in the Mortgage File, in favor of U.S.
Bank National Association, as trustee for the registered holders of Xxxxxxx
Xxxxx Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through
Certificates, Series 2006-C1 (or, in the case of a Loan Combination, in
favor of U.S. Bank National Association, as trustee for the registered
holders of Xxxxxxx Xxxxx Mortgage Trust 2006-C1, Commercial Mortgage
Pass-Through Certificates, Series 2006-C1, and in its capacity as lead
lender on behalf of the holder(s) of the related Non-Trust Loan(s)), or in
blank;
(v) an original assignment of all unrecorded documents relating to the
Mortgage Loan (to the extent not already assigned pursuant to clause (iv)
above) in favor of U.S. Bank National Association, as trustee for the
registered holders of Xxxxxxx Xxxxx Mortgage Trust 2006-C1, Commercial
Mortgage Pass-Through Certificates, Series 2006-
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C1 (or, in the case of a Loan Combination, in favor of U.S. Bank National
Association, as trustee for the registered holders of Xxxxxxx Xxxxx
Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through Certificates,
Series 2006-C1, and in its capacity as lead lender on behalf of the
holder(s) of the related Non-Trust Loan(s)), or in blank;
(vi) originals or copies of any consolidation, assumption,
substitution and modification agreements in those instances where the terms
or provisions of the Mortgage or Mortgage Note have been consolidated or
modified or the subject Mortgage Loan has been assumed;
(vii) the original or a copy of the policy or certificate of lender's
title insurance or, if such policy has not been issued or located, an
original or copy of an irrevocable, binding commitment (which may be a pro
forma policy or a marked version of the policy that has been executed by an
authorized representative of the title company or an agreement to provide
the same pursuant to binding escrow instructions executed by an authorized
representative of the title company) to issue such title insurance policy;
(viii) any filed copies or other evidence of filing of any prior UCC
Financing Statements in favor of the originator of the subject Mortgage
Loan or in favor of any assignee prior to the Trustee (but only to the
extent the Seller had possession of such UCC Financing Statements prior to
the Closing Date) and, if there is an effective UCC Financing Statement in
favor of the Seller on record with the applicable public office for UCC
Financing Statements, a UCC Financing Statement assignment, in form
suitable for filing in favor of U.S. Bank National Association, as trustee
for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2006-C1,
Commercial Mortgage Pass-Through Certificates, Series 2006-C1, as assignee
(or, in the case of a Loan Combination, in favor of U.S. Bank National
Association, as trustee for the registered holders of Xxxxxxx Xxxxx
Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through Certificates,
Series 2006-C1, and in its capacity as lead lender on behalf of the
holder(s) of the related Non-Trust Loan(s)), or in blank;
(ix) an original or a copy of any Ground Lease, guaranty or ground
lessor estoppel;
(x) an original or a copy of an intercreditor agreement relating to
permitted debt of the Mortgagor and any intercreditor agreement relating to
mezzanine debt related to the Mortgagor;
(xi) an original or a copy of any loan agreement, any escrow or
reserve agreement, any security agreement, any management agreement, any
agreed upon procedures letter, any lockbox or cash management agreements,
any environmental reports or any letter of credit (which letter of credit
shall not be delivered in original form to the Trustee but rather to the
applicable Master Servicer), in each case relating to the subject Mortgage
Loan; and
(xii) with respect to a Mortgage Loan secured by a hospitality
property, a signed copy of any franchise agreement and/or franchisor
comfort letter; and
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(xiii) if such Trust Mortgage Loan is part of a Loan Combination, an
original or a copy of the related Loan Combination Intercreditor Agreement.
The foregoing Mortgage File delivery requirement shall be subject to
Section 2.01(c) of the Pooling and Servicing Agreement.
(d) The Seller shall retain an Independent third party (the
"Recording/Filing Agent") that shall, as to each Mortgage Loan, promptly (and in
any event within 180 days following the later of the Closing Date and the
delivery of each Mortgage, Assignment of Leases, recordable document and UCC
Financing Statement to the Custodian) cause to be submitted for recording or
filing, as the case may be, in the appropriate public office for real property
records or UCC Financing Statements, each assignment of Mortgage, assignment of
Assignment of Leases and any other recordable documents relating to each such
Mortgage Loan in favor of the Trustee that is referred to in clause (iv) of the
definition of "Mortgage File" and each UCC Financing Statement assignment in
favor of the Trustee that is referred to in clause (viii) of the definition of
"Mortgage File." Each such assignment and UCC Financing Statement assignment
shall reflect that the recorded original should be returned by the public
recording office to the Custodian following recording, and each such assignment
and UCC Financing Statement assignment shall reflect that the file copy thereof
should be returned to the Custodian following filing; provided, that in those
instances where the public recording office retains the original assignment of
Mortgage or assignment of Assignment of Leases, the Recording/Filing Agent shall
obtain therefrom a certified copy of the recorded original. If any such document
or instrument is lost or returned unrecorded or unfiled, as the case may be,
because of a defect therein, then the Seller shall prepare a substitute therefor
or cure such defect or cause such to be done, as the case may be, and the Seller
shall deliver such substitute or corrected document or instrument to the
Custodian (or, if the Mortgage Loan is then no longer subject to the Pooling and
Servicing Agreement, to the then holder of such Mortgage Loan).
The Seller shall bear the out-of-pocket costs and expenses of all such
recording, filing and delivery contemplated in the preceding paragraph,
including, without limitation, any costs and expenses that may be incurred by
the Custodian in connection with any such recording, filing or delivery
performed by the Custodian at the Seller's request and the fees of the
Recording/Filing Agent.
(e) All such other relevant documents and records that (a) relate to
the administration or servicing of the Mortgage Loans, (b) are reasonably
necessary for the ongoing administration and/or servicing of such Mortgage Loans
by the applicable Master Servicer (which, for purposes of this Agreement, shall
be Midland Loan Services, Inc.) in connection with its duties under the Pooling
and Servicing Agreement, and (c) are in the possession or under the control of
the Seller, together with all unapplied escrow amounts and reserve amounts in
the possession or under the control of the Seller that relate to the Mortgage
Loans, shall be delivered or caused to be delivered by the Seller to the
applicable Master Servicer (or, at the direction of the applicable Master
Servicer, to the appropriate sub-servicer); provided that the Seller shall not
be required to deliver any draft documents, privileged or other communications,
credit underwriting, legal or other due diligence analyses, credit committee
briefs or memoranda or
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other internal approval documents or data or internal worksheets, memoranda,
communications or evaluations.
The Seller agrees to use reasonable efforts to deliver to the Custodian,
for its administrative convenience in reviewing the Mortgage Files, a mortgage
loan checklist for each Mortgage Loan. The foregoing sentence notwithstanding,
the failure of the Seller to deliver a mortgage loan checklist or a complete
mortgage loan checklist shall not give rise to any liability whatsoever on the
part of the Seller to the Purchaser, the Custodian or any other person because
the delivery of the mortgage loan checklist is being provided to the Custodian
solely for its administrative convenience.
(f) The Seller shall take such actions as are reasonably necessary to
assign or otherwise grant to the Trust Fund the benefit of any letters of credit
in the name of the Seller, which secure any Mortgage Loan.
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 duly organized,
validly existing and in good standing under the laws of the United States
and the Seller has taken all necessary action to authorize the execution,
delivery and performance of this Agreement by it, and has the power and
authority to execute, deliver and perform this Agreement and all
transactions contemplated hereby.
(ii) This Agreement has been duly and validly authorized, executed and
delivered by the Seller, all requisite action by the Seller's directors and
officers has been taken in connection therewith, and (assuming the due
authorization, execution and delivery hereof by the Purchaser) this
Agreement constitutes the valid, legal and binding agreement of the Seller,
enforceable against the Seller in accordance with its terms, except as such
enforcement may be limited by (A) laws relating to bankruptcy, insolvency,
fraudulent transfer, reorganization, receivership, conservatorship or
moratorium, (B) other laws relating to or affecting the rights of creditors
generally, or (C) general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law).
(iii) The execution and delivery of this Agreement by the Seller and
the Seller's performance and compliance with the terms of this Agreement
will not (A) violate the Seller's articles of association or bylaws, (B)
violate any law or regulation or any administrative decree or order to
which it is subject or (C) constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default) under, or
result in the breach of, any material contract, agreement or other
instrument to which the Seller is a party or by which the Seller is bound,
which default might have consequences that would, in the Seller's
reasonable and good faith judgment, materially and adversely affect the
condition (financial or other) or operations of the Seller or its
properties or materially and adversely affect its performance hereunder.
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(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 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) None of the sale of the Mortgage Loans by the Seller, the
transfer of the Mortgage Loans to the Trustee, and the execution, delivery
or performance of this Agreement by the Seller, results or will result in
the creation or imposition of any lien on any of the Seller's assets or
property that would have a material adverse effect upon the Seller's
ability to perform its duties and obligations under this Agreement or
materially impair the ability of the Purchaser to realize on the Mortgage
Loans.
(viii) There is no action, suit, proceeding or investigation pending
or to the knowledge of the Seller, threatened against the Seller in any
court or by or before any other governmental agency or instrumentality
which would, in the Seller's good faith and reasonable judgment, prohibit
its entering into this Agreement or materially and adversely affect the
validity of this Agreement or the performance by the Seller of its
obligations under this Agreement.
(ix) Under generally accepted accounting principles ("GAAP") and for
federal income tax purposes, the Seller will report the transfer of the
Mortgage Loans to the Purchaser as a sale of the Mortgage Loans to the
Purchaser in exchange for consideration consisting of a cash amount equal
to the Purchase Consideration. The consideration received by the Seller
upon the sale of the Mortgage Loans to the Purchaser will constitute at
least reasonably equivalent value and fair consideration for the Mortgage
Loans. The Seller will be solvent at all relevant times prior to, and will
not be rendered insolvent by, the sale of the Mortgage Loans to the
Purchaser. The Seller is not selling the Mortgage Loans to the Purchaser
with any intent to hinder, delay or defraud any of the creditors of the
Seller.
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(x) The Prospectus Supplement contains all the information that is
required to be provided in respect of the Seller (that arise from its role
as "sponsor" (within the meaning of Regulation AB)), the Mortgage Loans,
the related Mortgagors and the related Mortgaged Properties pursuant to
Regulation AB.
(b) The Seller hereby makes the representations and warranties
contained in Schedule I hereto for the benefit of the Purchaser and the Trustee
for the benefit of the Certificateholders as of the Closing Date (unless a
different date is specified therein), with respect to (and solely with respect
to) each Mortgage Loan, subject, however, to the exceptions set forth on Annex A
to Schedule I of this Agreement.
(c) If the Seller receives written notice of a Document Defect or a
Breach relating to a Mortgage Loan pursuant to Section 2.03(a) of the Pooling
and Servicing Agreement, then the Seller shall, not later than 90 days from
receipt of such notice (or, in the case of a Document Defect or Breach relating
to a Mortgage Loan not being a "qualified mortgage" within the meaning of the
REMIC Provisions (a "Qualified Mortgage"), not later than 90 days from any party
to the Pooling and Servicing Agreement discovering such Document Defect or
Breach, provided the Seller receives such notice in a timely manner), if such
Document Defect or Breach materially and adversely affects the value of the
related Mortgage Loan or the interests of the Certificateholders therein, cure
such Document Defect or Breach, as the case may be, in all material respects,
which shall include payment of losses and any Additional Trust Fund Expenses
associated therewith or, if such Document Defect or Breach (other than omissions
due solely to a document not having been returned by the related recording
office) cannot be cured within such 90-day period, (i) repurchase the affected
Mortgage Loan (which, for the purposes of this clause (i), shall include an REO
Loan) at the applicable Purchase Price (as defined in the Pooling and Servicing
Agreement) not later than the end of such 90-day period or (ii) substitute a
Qualified Substitute Mortgage Loan for such affected Mortgage Loan (which, for
purposes of this clause (ii), shall include an REO Loan) not later than the end
of such 90-day period (and in no event later than the second anniversary of the
Closing Date) and pay the applicable Master Servicer for deposit into its
Collection Account any Substitution Shortfall Amount in connection therewith;
provided, however, that, unless the Document Defect or Breach would cause the
Mortgage Loan not to be a Qualified Mortgage, if such Document Defect or Breach
is capable of being cured but not within such 90-day period and the Seller has
commenced and is diligently proceeding with the cure of such Document Defect or
Breach within such 90-day period, the Seller shall have an additional 90 days to
complete such cure (or, failing such cure, to repurchase or substitute the
related Mortgage Loan (which, for purposes of such repurchase or substitution,
shall include an REO Loan)); and provided, further, that with respect to such
additional 90-day period, the Seller shall have delivered an officer's
certificate to the Certificate Administrator setting forth the reason(s) such
Document Defect or Breach is not capable of being cured within the initial
90-day period and what actions the Seller is pursuing in connection with the
cure thereof and stating that the Seller anticipates that such Document Defect
or Breach will be cured within the additional 90-day period; and provided,
further, that no Document Defect (other than with respect to the Specially
Designated Mortgage Loan Documents) shall be considered to materially and
adversely affect the interests of the Certificateholders or the value of the
related Mortgage Loan unless the document with respect to which the Document
Defect exists is required in connection with an imminent enforcement of the
mortgagee's rights or remedies
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under the related Mortgage Loan, defending any claim asserted by any Mortgagor
or third party with respect to the Mortgage Loan, establishing the validity or
priority of any lien or any collateral securing the Mortgage Loan or for any
immediate servicing obligations.
A Document Defect or Breach (which Document Defect or Breach
materially and adversely affects the value of the related Mortgage Loan or the
interests of the Certificateholders therein) as to a Mortgage Loan that is
cross-collateralized and cross-defaulted with one or more other Mortgage Loans
(each, a "Crossed Loan" and such Crossed Loans, collectively, a "Crossed Loan
Group"), which Document Defect or Breach does not constitute a Document Defect
or Breach, as the case may be, as to any other Crossed Loan in such Crossed Loan
Group (without regard to this paragraph) and is not cured as provided for above,
shall be deemed to constitute a Document Defect or Breach, as the case may be,
as to each other Crossed Loan in the subject Crossed Loan Group for purposes of
this paragraph and the Seller shall be required to repurchase or substitute all
such Crossed Loans unless (1) the weighted average debt service coverage ratio
for all the remaining Crossed Loans for the four calendar quarters immediately
preceding such repurchase or substitution is not less than the weighted average
debt service coverage ratio for all such Crossed Loans, including the affected
Crossed Loan, for the four calendar quarters immediately preceding such
repurchase or substitution, and (2) the weighted average loan to-value ratio for
the remaining Crossed Loans determined at the time of repurchase or substitution
based upon an appraisal obtained by the Special Servicer at the expense of the
Seller shall not be greater than the weighted average loan-to-value ratio for
all such Crossed Loans, including the affected Crossed Loan determined at the
time of repurchase or substitution based upon an appraisal obtained by the
Special Servicer at the expense of the Seller; provided, that if such debt
service coverage and loan-to-value criteria are satisfied, any other Crossed
Loan (that is not the Crossed Loan directly affected by the subject Document
Defect or Breach), shall be released from its cross-collateralization and
cross-default provision so long as such Crossed Loan (that is not the Crossed
Loan directly affected by the subject Document Defect or Breach) is held in the
Trust Fund; and provided, further, that the repurchase or replacement of less
than all such Crossed Loans and the release of any Crossed Loan from a
cross-collateralization and cross-default provision shall be further subject to
the delivery by the Seller to the Certificate Administrator, at the expense of
the Seller, of an Opinion of Counsel to the effect that such release would not
cause either of REMIC I or REMIC II to fail to qualify as a REMIC under the Code
or result in the imposition of any tax on "prohibited transactions" or
"contributions" after the Startup Day under the REMIC Provisions. In the event
that one or more of such other Crossed Loans satisfy the aforementioned
criteria, the Seller may elect either to repurchase or substitute for only the
affected Crossed Loan as to which the related Document Defect or Breach exists
or to repurchase or substitute for all of the Crossed Loans in the related
Crossed Loan Group. All documentation relating to the termination of the
cross-collateralization provisions of a Crossed Loan being repurchased shall be
prepared at the expense of the Seller and, where required, with the consent of
the related Mortgagor. For a period of two years from the Closing Date, so long
as there remains any Mortgage File relating to a Mortgage Loan as to which there
is any uncured Document Defect or Breach known to the Seller, the Seller shall
provide, once every ninety days, the officer's certificate to the Certificate
Administrator described above as to the reason(s) such Document Defect or Breach
remains uncured and as to the actions being taken to pursue cure; provided,
however, that, without limiting the effect of the foregoing provisions of this
Section 3(c), if such Document Defect or Breach shall materially and adversely
affect the value of such Mortgage Loan or the interests of the holders of the
Certificates therein (subject to
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the second and third provisos in the sole sentence of the preceding paragraph),
the Seller shall in all cases on or prior to the second anniversary of the
Closing Date either cause such Document Defect or Breach to be cured or
repurchase or substitute for the affected Mortgage Loan (for the avoidance of
doubt, the foregoing two-year period shall not be deemed to be a time limitation
on Seller's right to cure a Document Defect or Breach as set forth in this
Section 3). The delivery of a commitment to issue a policy of lender's title
insurance as described in representation 8 set forth on Schedule I hereto in
lieu of the delivery of the actual policy of lender's title insurance shall not
be considered a Document Defect or Breach with respect to any Mortgage File if
such actual policy of insurance is delivered to the Custodian not later than the
180th day following the Closing Date.
To the extent that the Seller is required to repurchase or substitute
for a Crossed Loan hereunder in the manner prescribed above in this Section 3(c)
while the Trustee continues to hold any other Crossed Loans in such Crossed Loan
Group, the Seller and the Purchaser shall not enforce any remedies against the
other's Primary Collateral (as defined below), but each is permitted to exercise
remedies against the Primary Collateral securing its respective Crossed Loan(s),
so long as such exercise does not materially impair the ability of the other
party to exercise its remedies against the Primary Collateral securing the
Crossed Loan(s) held thereby.
If the exercise by one party would materially impair the ability of
the other party to exercise its remedies with respect to the Primary Collateral
securing the Crossed Loan(s) held by such party, then the Seller and the
Purchaser shall forbear from exercising such remedies until the Mortgage Loan
documents evidencing and securing the relevant Crossed Loans can be modified in
a manner consistent with this Agreement to remove the threat of material
impairment as a result of the exercise of remedies or some other mutually agreed
upon accommodation can be reached. Any reserve or other cash collateral or
letters of credit securing the Crossed Loans shall be allocated between such
Crossed Loans in accordance with the Mortgage Loan documents, or, if the related
Mortgage Loan documents do not so provide, then on a pro rata basis based upon
their outstanding Stated Principal Balances. Notwithstanding the foregoing, if a
Crossed Loan is modified to terminate the related cross-collateralization and/or
cross-default provisions, the Seller shall furnish to the Certificate
Administrator an Opinion of Counsel that such modification shall not cause an
Adverse REMIC Event.
For purposes hereof, "Primary Collateral" shall mean the Mortgaged
Property directly securing a Crossed Loan and excluding any property as to which
the related lien may only be foreclosed upon by exercise of
cross-collateralization provisions of such Mortgage Loans.
Notwithstanding any of the foregoing provisions of this Section 3(c),
if there is a Document Defect or Breach (which Document Defect or Breach
materially and adversely affects the value of the related Mortgage Loan or the
interests of the Certificateholders therein) with respect to one or more
Mortgaged Properties with respect to a Mortgage Loan, the Seller shall not be
obligated to repurchase or substitute the Mortgage Loan if (i) the affected
Mortgaged Property(ies) may be released pursuant to the terms of any partial
release provisions in the related Mortgage Loan documents (and such Mortgaged
Property(ies) are, in fact, released), and to the extent not covered by the
applicable release price (if any) required under the related Mortgage Loan
documents, the Seller pays (or causes to be paid) any additional amounts
10
necessary to cover all reasonable out-of-pocket expenses reasonably incurred by
the applicable Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Custodian or the Trust Fund in connection with
such release, (ii) the remaining Mortgaged Property(ies) satisfy the
requirements, if any, set forth in the Mortgage Loan documents and the Seller
provides an opinion of counsel to the effect that such release would not cause
either of REMIC I or REMIC II to fail to qualify as a REMIC under the Code or
result in the imposition of any tax on "prohibited transactions" or
"contributions" after the Startup Day under the REMIC Provisions and (iii) each
Rating Agency then rating the Certificates shall have provided written
confirmation that such release would not cause the then-current ratings of the
Certificates rated by it to be qualified, downgraded or withdrawn.
The foregoing provisions of this Section 3(c) notwithstanding, the
Purchaser's sole remedy (subject to the last sentence of this paragraph) for a
breach of representation 30 set forth on Schedule I hereto shall be the cure of
such breach by the Seller, which cure shall be effected through the payment by
the Seller of such costs and expenses (without regard to whether such costs and
expenses are material or not) specified in such representation that have not, at
the time of such cure, been received by the applicable Master Servicer or the
Special Servicer from the related Mortgagor and not a repurchase or substitution
of the related Mortgage Loan. Following the Seller's remittance of funds in
payment of such costs and expenses, the Seller shall be deemed to have cured the
breach of representation 30 in all respects. To the extent any fees or expenses
that are the subject of a cure by the Seller are subsequently obtained from the
related Mortgagor, the cure payment made by the Seller shall be returned to the
Seller. Notwithstanding the prior provisions of this paragraph, the Seller,
acting in its sole discretion, may effect a repurchase or substitution (in
accordance with the provisions of this Section 3(c) setting forth the manner in
which a Mortgage Loan may be repurchased or substituted) of a Mortgage Loan, as
to which representation 30 set forth on Schedule I has been breached, in lieu of
paying the costs and expenses that were the subject of the breach of
representation 30 set forth on Schedule I.
(d) In connection with any permitted repurchase or substitution of one
or more Mortgage Loans contemplated hereby, upon receipt of a certificate from a
Servicing Officer certifying as to the receipt of the applicable Purchase Price
(as defined in the Pooling and Servicing Agreement) or Substitution Shortfall
Amount(s), as applicable, in the applicable Master Servicer's Collection
Account, and, if applicable, the delivery of the Mortgage File(s) and the
Servicing File(s) for the related Qualified Substitute Mortgage Loan(s) to the
Custodian and the applicable Master Servicer, respectively, (i) the Trustee
shall be required to execute and deliver such endorsements and assignments as
are provided to it by the applicable Master Servicer or the Seller, in each case
without recourse, representation or warranty, as shall be necessary to vest in
the Seller the legal and beneficial ownership of each repurchased Mortgage Loan
or substituted Mortgage Loan, as applicable, (ii) the Trustee, the Custodian,
the applicable Master Servicer and the Special Servicer shall each tender to the
Seller, upon delivery to each of them of a receipt executed by the Seller, all
portions of the Mortgage File and other documents pertaining to such Mortgage
Loan possessed by it, and (iii) the applicable Master Servicer and the Special
Servicer shall release to the Seller any Escrow Payments and Reserve Funds held
by it in respect of such repurchased or deleted Mortgage Loan(s).
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At the time a substitution is made, the Seller shall deliver the
related Mortgage File to the Custodian and certify that the substitute Mortgage
Loan is a Qualified Substitute Mortgage Loan.
No substitution of a Qualified Substitute Mortgage Loan or Qualified
Substitute Mortgage Loans may be made in any calendar month after the
Determination Date for such month. Periodic Payments due with respect to any
Qualified Substitute Mortgage Loan after the related date of substitution shall
be part of REMIC I, as applicable. No substitution of a Qualified Substitute
Mortgage Loan for a deleted Mortgage Loan shall be permitted under this
Agreement if, after such substitution, the aggregate of the Stated Principal
Balances of all Qualified Substitute Mortgage Loans which have been substituted
for deleted Mortgage Loans exceeds 10% of the aggregate Cut-off Date Balance of
all the Mortgage Loans and the Other Mortgage Loans. Periodic Payments due with
respect to any Qualified Substitute Mortgage Loan on or prior to the related
date of substitution shall not be part of the Trust Fund or REMIC I.
(e) This Section 3 provides the sole remedies available to the
Purchaser, the Certificateholders, or the Trustee (on whose behalf the
Certificate Administrator may act) 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 this
Section 3.
SECTION 4. Representations, Warranties and Covenants of the Purchaser.
In order to induce the Seller to enter into this Agreement, the Purchaser hereby
represents, warrants and covenants for the benefit of the Seller as of the date
hereof that:
(a) The Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and the Purchaser
has taken all necessary corporate action to authorize the execution, delivery
and performance of this Agreement by it, and has the power and authority to
execute, deliver and perform this Agreement and all transactions contemplated
hereby.
(b) This Agreement has been duly and validly authorized, executed and
delivered by the Purchaser, all requisite action by the Purchaser's directors
and officers has been taken in connection therewith, and (assuming the due
authorization, execution and delivery hereof by the Seller) this Agreement
constitutes the valid, legal and binding agreement of the Purchaser, enforceable
against the Purchaser in accordance with its terms, except as such enforcement
may be limited by (A) laws relating to bankruptcy, insolvency, fraudulent
transfer, reorganization, receivership, conservatorship or moratorium, (B) other
laws relating to or affecting the rights of creditors generally, or (C) general
equity principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law).
(c) The execution and delivery of this Agreement by the Purchaser and
the Purchaser's performance and compliance with the terms of this Agreement will
not (A) violate the Purchaser's articles of incorporation or bylaws, (B) violate
any law or regulation or any administrative decree or order to which it is
subject or (C) constitute a default (or an event which, with notice or lapse of
time, or both, would constitute a default) under, or result in the
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breach of, any material contract, agreement or other instrument to which the
Purchaser is a party or by which the Purchaser is bound, which default might
have consequences that would, in the Purchaser's reasonable and good faith
judgment, materially and adversely affect the condition (financial or other) or
operations of the Purchaser or its properties or have consequences that would
materially and adversely affect its performance hereunder.
(d) The Purchaser is not a party to or bound by any agreement or
instrument or subject to any certificate of incorporation, bylaws or any other
corporate restriction or any judgment, order, writ, injunction, decree, law or
regulation that would, in the Purchaser's reasonable and good faith judgment,
materially and adversely affect the ability of the Purchaser to perform its
obligations under this Agreement or that requires the consent of any third
person to the execution of this Agreement or the performance by the Purchaser of
its obligations under this Agreement (except to the extent such consent has been
obtained).
(e) Except as may be required under federal or state securities laws
(and which will be obtained on a timely basis), no consent, approval,
authorization or order of, registration or filing with, or notice to, any
governmental authority or court, is required, under federal or state law, for
the execution, delivery and performance by the Purchaser of, or compliance by
the Purchaser with, this Agreement, or the consummation by the Purchaser of any
transaction described in this Agreement.
(f) Under GAAP and for federal income tax purposes, the Purchaser will
report the transfer of the Mortgage Loans by the Seller to the Purchaser as a
sale of the Mortgage Loans to the Purchaser in exchange for consideration
consisting of a cash amount equal to the aggregate Purchase Consideration.
(g) There is no action, suit, proceeding or investigation pending or
to the knowledge of the Purchaser, threatened against the Purchaser in any court
or by or before any other governmental agency or instrumentality which would
materially and adversely affect the validity of this Agreement or any action
taken in connection with the obligations of the Purchaser contemplated herein,
or which would be likely to impair materially the ability of the Purchaser to
enter into and/or perform under the terms of this Agreement.
(h) The Purchaser is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,
municipal or other governmental agency or body, which default might have
consequences that would, in the Purchaser's reasonable and good faith judgment,
materially and adversely affect the condition (financial or other) or operations
of the Purchaser or its properties or might have consequences that would
materially and adversely affect its performance hereunder.
SECTION 5. Closing. The closing of the sale of the Mortgage Loans (the
"Closing") shall be held at the offices of Sidley Austin LLP on the Closing
Date. The Closing shall be subject to each of the following conditions:
(a) All of the representations and warranties of the Seller set forth
in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of the
representations and warranties
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of the Purchaser set forth in Section 4 of this Agreement shall be true and
correct in all material respects as of the Closing Date;
(b) All documents specified in Section 6 of this Agreement (the
"Closing Documents"), in such forms as are agreed upon and acceptable to the
Purchaser, the Seller, the Underwriters and their respective counsel in their
reasonable discretion, shall be duly executed and delivered by all signatories
as required pursuant to the respective terms thereof;
(c) The Seller shall have delivered and released to the Custodian and
the applicable Master Servicer, respectively, all documents represented to have
been or required to be delivered to the Custodian and the applicable Master
Servicer pursuant to Section 2 of this Agreement;
(d) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with in all
material respects and the Seller and the Purchaser shall have the ability to
comply with all terms and conditions and perform all duties and obligations
required to be complied with or performed after the Closing Date;
(e) The Seller shall have paid all fees and expenses payable by it to
the Purchaser or otherwise pursuant to this Agreement as of the Closing Date;
(f) One or more letters from the independent accounting firms of Ernst
& Young LLP and PriceWaterhouseCoopers LLP, in form satisfactory to the
Purchaser and relating to certain information regarding the Mortgage Loans and
Certificates as set forth in the Prospectus (as defined in Section 6(d) of this
Agreement) and Prospectus Supplement (as defined in Section 6(d) of this
Agreement), respectively, shall have been delivered; and
(g) The Seller shall have executed and delivered concurrently herewith
that certain Indemnification Agreement, dated as of May 16, 2006, among the
Seller, Xxxxxxx Xxxxx Mortgage Lending, Inc., PNC Bank, National Association,
Artesia Mortgage Capital Corporation, the Purchaser, the Underwriters and the
Initial Purchasers. Both parties agree to use their best reasonable efforts to
perform their respective obligations hereunder in a manner that will enable the
Purchaser to purchase the Mortgage Loans on the Closing Date.
SECTION 6. Closing Documents. The Closing Documents shall consist of
the following:
(a) (i) This Agreement duly executed by the Purchaser and the Seller,
(ii) the Pooling and Servicing Agreement duly executed by the parties thereto
and (iii) the agreement(s) pursuant to which the servicing rights with respect
to the Mortgage Loans are being sold to the applicable Master Servicer (such
agreement(s), individually and/or collectively, the "Servicing Rights Purchase
Agreement");
(b) An officer's certificate of the Seller, executed by a duly
authorized officer of the Seller and dated the Closing Date, and upon which the
Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect
that: (i) the representations and warranties of the Seller in this Agreement are
true and correct in all material respects at and as of the Closing Date with
14
the same effect as if made on such date; and (ii) the Seller has, in all
material respects, complied with all the agreements and satisfied all the
conditions on its part that are required under this Agreement to be performed or
satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in
his/her capacity as an officer), dated the Closing Date, and upon which the
Purchaser may rely, to the effect that each individual who, as an officer or
representative of the Seller, signed this Agreement, the Indemnification
Agreement or any other document or certificate delivered on or before the
Closing Date in connection with the transactions contemplated herein or therein,
was at the respective times of such signing and delivery, and is as of the
Closing Date, duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in
his/her capacity as an officer), dated the Closing Date, and upon which the
Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that
(i) such officer has carefully examined the Specified Portions (as defined
below) of the Free Writing Prospectus and nothing has come to his/her attention
that would lead him/her to believe that the Specified Portions of the Free
Writing Prospectus (when read together with the free writing prospectus
distributed by email to potential investors in the Certificates on May 12, 2006
and attached hereto as Exhibit A), as of the Time of Sale or as of the Closing
Date, included or include any untrue statement of a material fact relating to
the Mortgage Loans or omitted or omit to state therein a material fact necessary
in order to make the statements therein relating to the Mortgage Loans, in light
of the circumstances under which they were made, not misleading, (ii) such
officer has carefully examined the Specified Portions (as defined below) of the
Prospectus Supplement and nothing has come to his/her attention that would lead
him/her to believe that the Specified Portions of the Prospectus Supplement, as
of the date of the Prospectus Supplement or as of the Closing Date, included or
include any untrue statement of a material fact relating to the Mortgage Loans
or omitted or omit to state therein a material fact necessary in order to make
the statements therein relating to the Mortgage Loans, in light of the
circumstances under which they were made, not misleading, and (iii) such officer
has carefully examined the Specified Portions (as defined below) of the
Memorandum (pursuant to which certain classes of the Private Certificates are
being privately offered) and nothing has come to his/her attention that would
lead him/her to believe that the Specified Portions of the Memorandum, as of the
date thereof or as of the Closing Date, included or include any untrue statement
of a material fact relating to the Mortgage Loans or omitted or omit to state
therein a material fact necessary in order to make the statements therein
related to the Mortgage Loans, in the light of the circumstances under which
they were made, not misleading.
The "Specified Portions" of the Free Writing Prospectus shall consist
of Annex A-1 thereto, entitled "Certain Characteristics of the Mortgage Loans"
(insofar as the information contained in Annex A-1 relates to the Mortgage Loans
sold by the Seller hereunder), Annex A-2 to the Free Writing Prospectus,
entitled "Certain Statistical Information Regarding the Mortgage Loans" (insofar
as the information contained in Annex A-2 relates to the Mortgage Loans sold by
the Seller hereunder), Annex A-3 to the Free Writing Prospectus entitled "North
Point Mall Trust Mortgage Loan Amortization Schedule", Annex A-4 to the Free
Writing Prospectus entitled "633 00xx Xxxxxx Trust Mortgage Loan Amortization
Schedule", Annex A-5 to the Free
15
Writing Prospectus entitled "Mainsail Trust Mortgage Loan Amortization
Schedule", Annex B to the Free Writing Prospectus entitled "Certain
Characteristics Regarding Multifamily Properties" (insofar as the information
contained in Annex B relates to the Mortgage Loans sold by the Seller
hereunder), Annex C to the Free Writing Prospectus, entitled "Structural and
Collateral Term Sheet" (insofar as the information contained in Annex C relates
to the Mortgage Loans sold by the Seller hereunder), the diskette which
accompanies the Free Writing Prospectus (insofar as such diskette is consistent
with Annex X-0, Xxxxx X-0 and/or Annex B and only insofar as the information
contained therein relates to the Mortgage Loans sold by the Seller hereunder),
and the following sections of the Free Writing Prospectus (only to the extent
that any such information relates to the Seller or the Mortgage Loans sold by
the Seller hereunder and exclusive of any statements in such sections that
purport to describe the servicing and administration provisions of the Pooling
and Servicing Agreement and exclusive of aggregated numerical information that
includes the Other Mortgage Loans): "Summary of Offering Prospectus--Relevant
Parties--Sponsors/Mortgage Loan Sellers" and "--The Loan Combination Controlling
Parties", "Summary of Offering Prospectus--The Mortgage Loans and the Mortgaged
Real Properties", "Risk Factors" and "Description of the Mortgage Pool".
The "Specified Portions" of the Prospectus Supplement shall consist of
Annex A-1 thereto, entitled "Certain Characteristics of the Mortgage Loans"
(insofar as the information contained in Annex A-1 relates to the Mortgage Loans
sold by the Seller hereunder), Annex A-2 to the Prospectus Supplement, entitled
"Certain Statistical Information Regarding the Mortgage Loans" (insofar as the
information contained in Annex A-2 relates to the Mortgage Loans sold by the
Seller hereunder), Annex A-3 to the Prospectus Supplement entitled "North Point
Mall Trust Mortgage Loan Amortization Schedule", Annex A-4 to the Prospectus
Supplement entitled "633 00xx Xxxxxx Trust Mortgage Loan Amortization Schedule",
Annex A-5 to the Prospectus Supplement entitled "Mainsail Trust Mortgage Loan
Amortization Schedule", Annex B to the Prospectus Supplement entitled "Certain
Characteristics Regarding Multifamily Properties" (insofar as the information
contained in Annex B relates to the Mortgage Loans sold by the Seller
hereunder), Annex C to the Prospectus Supplement, entitled "Description of the
Ten Largest Mortgage Loans or Groups of Cross-Collateralized Mortgage Loans"
(insofar as the information contained in Annex C relates to the Mortgage Loans
sold by the Seller hereunder), the diskette which accompanies the Prospectus
Supplement (insofar as such diskette is consistent with Annex X-0, Xxxxx X-0
and/or Annex B and only insofar as the information contained therein relates to
the Mortgage Loans sold by the Seller hereunder), and the following sections of
the Prospectus Supplement (only to the extent that any such information relates
to the Seller or the Mortgage Loans sold by the Seller hereunder and exclusive
of any statements in such sections that purport to describe the servicing and
administration provisions of the Pooling and Servicing Agreement and exclusive
of aggregated numerical information that includes the Other Mortgage Loans):
"Summary of Prospectus Supplement--Relevant Parties--Sponsors/Mortgage Loan
Sellers" and "--The Loan Combination Controlling Parties", "Summary of
Prospectus Supplement--The Mortgage Loans and the Mortgaged Real Properties",
"Risk Factors" and "Description of the Mortgage Pool".
The "Specified Portions" of the Memorandum shall consist of the
Specified Portions of the Prospectus Supplement (as attached as an exhibit to
the Memorandum).
16
For purposes of this Section 6(d) and this Agreement, the following
terms have the meanings set forth below:
"Free Writing Prospectus" means the Offering Prospectus dated May 5,
2006, and relating to the Publicly-Offered Certificates;
"Memorandum" means the confidential Private Placement Memorandum dated
May 16, 2006, and relating to the Private Certificates;
"Prospectus" means the base prospectus dated May 5, 2006.
"Prospectus Supplement" means the prospectus supplement dated May 16,
2006, that supplements the Prospectus and relates to the Publicly-Offered
Certificates; and
"Time of Sale" means May 16, 2006, at 2:30 p.m.
(e) Each of: (i) the articles of association and bylaws of the Seller,
and (ii) an original or a copy of the certificate of corporate existence of the
Seller issued by the Comptroller of the Currency dated not earlier than sixty
(60) days prior to the Closing Date;
(f) A written opinion of counsel for the Seller relating to
organizational and enforceability matters (which opinion may be from in-house
counsel, outside counsel or a combination thereof), reasonably satisfactory to
the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and
addressed to the Purchaser, the Trustee, the Certificate Administrator, the
Custodian, the Underwriters, the Initial Purchasers and each of the Rating
Agencies, together with such other written opinions, including as to insolvency
matters, as may be required by the Rating Agencies; and
(g) Such further certificates, opinions and documents as the Purchaser
may reasonably request prior to the Closing Date.
SECTION 7. Costs. Whether or not this Agreement is terminated, both
the Seller and the Purchaser shall pay their respective share of the transaction
expenses incurred in connection with the transactions contemplated herein as set
forth in the closing statement prepared by the Purchaser and delivered to and
approved by the Seller on or before the Closing Date, and in the memorandum of
understanding to which the Seller and the Purchaser (or an affiliate thereof)
are parties with respect to the transactions contemplated by this Agreement.
SECTION 8. Grant of a Security Interest. It is the express intent of
the parties hereto that the conveyance of the Mortgage Loans by the Seller to
the Purchaser as provided in Section 2 of this Agreement be, and be construed
as, a sale of the Mortgage Loans by the Seller to the Purchaser and not as a
pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or
other obligation of the Seller. However, if, notwithstanding the aforementioned
intent of the parties, the Mortgage Loans are held to be property of the Seller,
then, (a) it is the express intent of the parties that such conveyance be deemed
a pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt
or other obligation of the Seller, and (b) (i) this Agreement shall also be
deemed to be a security agreement within the meaning of Article 9 of the UCC of
the applicable jurisdiction; (ii) the conveyance provided for in Section 2 of
this
17
Agreement shall be deemed to be a grant by the Seller to the Purchaser of a
security interest in all of the Seller's right, title and interest in and to the
Mortgage Loans, and all amounts payable to the holder of the Mortgage Loans in
accordance with the terms thereof, and all proceeds of the conversion, voluntary
or involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation, all amounts, other than investment
earnings (other than investment earnings required by Section 3.19(a) of the
Pooling and Servicing Agreement to offset Prepayment Interest Shortfalls), from
time to time held or invested in the applicable Master Servicer's Collection
Account, the Distribution Account or, if established, the REO Account whether in
the form of cash, instruments, securities or other property; (iii) the
assignment to the Trustee of the interest of the Purchaser as contemplated by
Section 1 of this Agreement shall be deemed to be an assignment of any security
interest created hereunder; (iv) the possession by the Trustee or any of its
agents, including, without limitation, the Custodian, of the Mortgage Notes, and
such other items of property as constitute instruments, money, negotiable
documents or chattel paper shall be deemed to be possession by the secured party
for purposes of perfecting the security interest pursuant to Section 9-313 of
the UCC of the applicable jurisdiction; and (v) notifications to persons (other
than the Trustee) holding such property, and acknowledgments, receipts or
confirmations from persons (other than the Trustee) holding such property, shall
be deemed notifications to, or acknowledgments, receipts or confirmations from,
financial intermediaries, bailees or agents (as applicable) of the secured party
for the purpose of perfecting such security interest under applicable law. The
Seller and the Purchaser shall, to the extent consistent with this Agreement,
take such actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans, such security
interest would be deemed to be a perfected security interest of first priority
under applicable law and will be maintained as such throughout the term of this
Agreement and the Pooling and Servicing Agreement. The Seller does hereby
consent to the filing by the Purchaser of financing statements relating to the
transactions contemplated hereby without the signature of the Seller.
SECTION 9. Notice of Exchange Act Reportable Events. The Seller hereby
agrees to deliver to the Purchaser any disclosure information relating to any
event, specifically relating to the Seller, reasonably determined in good faith
by the Purchaser as required to be reported on Form 8-K, Form 10-D or Form 10-K
by the Trust (in formatting reasonably appropriate for inclusion in such form)
insofar as such disclosure is required under Item 1117 or 1119 of Regulation AB
or Item 1.03 to Form 8-K. The Seller shall use reasonable efforts to deliver
proposed disclosure language relating to any event, specifically relating to the
Seller (in its role as Sponsor), described under Item 1117 or 1119 of Regulation
AB or Item 1.03 to Form 8-K to the Purchaser as soon as reasonably practicable
after the Seller becomes aware of such event and in no event more than two
business days following the occurrence of such event if such event is reportable
under Item 1.03 to Form 8-K. The obligation of the Seller to provide the above
referenced disclosure materials in any fiscal year of the Trust will terminate
upon the Certificate Administrator's filing of a Form 15 with respect to the
Trust as to that fiscal year in accordance with Section 8.16 of the Pooling and
Servicing Agreement or the reporting requirements with respect to the Trust
under the Securities Exchange Act of 1934, as amended (the "1934 Act"), have
otherwise automatically suspended. The Seller hereby acknowledges that the
information to be provided by it pursuant to this Section 9 will be used in the
preparation of reports on Form 8-K, Form 10-D or Form 10-K with respect to the
Trust as required under the 1934 Act and any applicable rules promulgated
thereunder and as required under Regulation AB.
18
SECTION 10. Notices. All notices, copies, requests, consents, demands
and other communications required hereunder shall be in writing and sent either
by certified mail (return receipt requested) or by courier service (proof of
delivery requested) and also by facsimile transmission to the intended recipient
at the "Address for Notices" specified for such party on Exhibit A hereto, 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
received (in the case of a notice sent by mail or courier service) or
transmitted (in the case of a faxed notice), in each case given or addressed as
aforesaid.
SECTION 11. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser (and by the Purchaser to the Trustee).
SECTION 12. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any particular jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law that prohibits
or renders void or unenforceable any provision hereof.
SECTION 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; WAIVER OF TRIAL BY JURY 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. THE PARTIES HERETO HEREBY
WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE,
RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
SECTION 15. Attorneys' Fees. If any legal action, suit or proceeding
is commenced between the Seller and the Purchaser regarding their respective
rights and obligations under this Agreement, the prevailing party shall be
entitled to recover, in addition to
19
damages or other relief, costs and expenses, attorneys' fees and court costs
(including, without limitation, expert witness fees). As used herein, the term
"prevailing party" shall mean the party that obtains the principal relief it has
sought, whether by compromise settlement or judgment. If the party that
commenced or instituted the action, suit or proceeding shall dismiss or
discontinue it without the concurrence of the other party, such other party
shall be deemed the prevailing party.
SECTION 16. 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 17. Successors and Assigns. The rights and obligations of the
Seller under this Agreement shall not be assigned by the Seller without the
prior written consent of the Purchaser, except that any person into which the
Seller may be merged or consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Seller is a party, or any
person succeeding to all or substantially all of the business of the Seller,
shall be the successor to the Seller hereunder. The Purchaser has the right to
assign its interest under this Agreement, in whole or in part, as may be
required to effect the purposes of the Pooling and Servicing Agreement, and the
assignee shall, to the extent of such assignment, succeed to the rights and
obligations hereunder of the Purchaser. Subject to the foregoing, this Agreement
shall bind and inure to the benefit of and be enforceable by the Seller, the
Purchaser, the Underwriters (as intended third party beneficiaries hereof), the
Initial Purchasers (also as intended third party beneficiaries hereof) and their
permitted successors and assigns. This Agreement is enforceable by the
Underwriters, the Initial Purchasers and the other third party beneficiaries
hereto in all respects to the same extent as if they had been signatories
hereof.
SECTION 18. Amendments. No term or provision of this Agreement may be
waived or modified unless such waiver or modification is in writing and signed
by a duly authorized officer of the party hereto against whom such waiver or
modification is sought to be enforced. The Seller's obligations hereunder shall
in no way be expanded, changed or otherwise affected by any amendment of or
modification to the Pooling and Servicing Agreement, including, without
limitation, any defined terms therein, unless the Seller has consented to such
amendment or modification in writing.
SECTION 19. Accountants' Letters. The parties hereto shall cooperate
with Ernst & Young LLP and PriceWaterhouseCoopers LLP in making available all
information and taking all steps reasonably necessary to permit such accountants
to deliver the letters required by the Underwriting Agreement and the
Certificate Purchase Agreement.
SECTION 20. Knowledge. Whenever a representation or warranty or other
statement in this Agreement (including, without limitation, Schedule I hereto)
is made with respect to a Person's "knowledge," such statement refers to such
Person's employees or agents who were or are responsible for or involved with
the indicated matter and have actual knowledge of the matter in question.
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SECTION 21. Cross-Collateralized Mortgage Loans. Each Crossed Loan
Group is identified on the Mortgage Loan Schedule. For purposes of reference,
the Mortgaged Property that relates or corresponds to any of the Mortgage Loans
in a Crossed Loan Group shall be the property identified in the Mortgage Loan
Schedule as corresponding thereto. The provisions of this Agreement, including,
without limitation, each of the representations and warranties set forth in
Schedule I hereto and each of the capitalized terms used herein but defined in
the Pooling and Servicing Agreement, shall be interpreted in a manner consistent
with this Section 21. In addition, if there exists with respect to any Crossed
Loan Group only one original of any document referred to in the definition of
"Mortgage File" in this Agreement and covering all the Mortgage Loans in such
Crossed Loan Group, the inclusion of the original of such document in the
Mortgage File for any of the Mortgage Loans in such Crossed Loan Group shall be
deemed an inclusion of such original in the Mortgage File for each such Mortgage
Loan.
[SIGNATURE PAGES TO FOLLOW]
21
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
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
PURCHASER
XXXXXXX XXXXX MORTGAGE INVESTORS, INC.
By: /s/ Xxxxxx X. Xxx
------------------------------------
Name: Xxxxxx X. Xxx
Title: Senior Vice President
XXXX 0000-X0: LaSalle Mortgage Loan Purchase Agreement
EXHIBIT A
Seller:
Address for Notices:
LaSalle Bank National Association
000 Xxxxx XxXxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxxxxxxxx
Telecopier: (000) 000-0000
with a copy to:
LaSalle Bank Corporation
Legal Department
000 Xxxxx XxXxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx, Counsel
Telecopier: (000) 000-0000
Purchaser:
Address for Notices:
Xxxxxxx Xxxxx Mortgage Investors, Inc.
c/o Global Commercial Real Estate
Four World Financial Center, 16th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxx
Telecopier No.: (000) 000-0000
with a copy to:
Xxxxxxx Xxxxx Mortgage Investors, Inc.
c/o Global Commercial Real Estate
4 World Financial Center, 16th Floor
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Director of CMBS Securitization
Facsimile No.: 000-000-0000
and
Xxxxxxx Xxxxx Mortgage Investors, Inc.
Four World Financial Center, 12th Floor
000 Xxxxx Xxxxxx
00
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel for Global
Commercial Real Estate in the Office
of the General Counsel
Telecopier No.: (000) 000-0000
24
SCHEDULE I
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
For purposes of this Schedule I, the "Value" of a Mortgaged Property
shall mean the value of such Mortgaged Property as determined by the appraisal
(and subject to the assumptions set forth in the appraisal) performed in
connection with the origination of the related Mortgage Loan.
1. Mortgage Loan Schedule. The information set forth in the Mortgage
Loan Schedule with respect to the Mortgage Loans is true and correct in all
material respects (and contains all the items listed in the definition of
"Mortgage Loan Schedule") as of the dates of the information set forth therein
or, if not set forth therein, and in all events no earlier than, as of the
respective Cut-off Dates for the Mortgage Loans.
2. Ownership of Mortgage Loans. Immediately prior to the transfer of
the Mortgage Loans to the Purchaser, the Seller had good title to, and was the
sole owner of, each Mortgage Loan. The Seller has full right, power and
authority to transfer and assign each Mortgage Loan to or at the direction of
the Purchaser free and clear of any and all pledges, liens, charges, security
interests, participation interests and/or other interests and encumbrances
(except for certain servicing rights as provided in the Pooling and Servicing
Agreement, any permitted subservicing agreements and servicing rights purchase
agreements pertaining thereto and the rights of a holder of a related Non-Trust
Loan pursuant to a Loan Combination Intercreditor Agreement). The Seller has
validly and effectively conveyed to the Purchaser all legal and beneficial
interest in and to each Mortgage Loan free and clear of any pledge, lien,
charge, security interest or other encumbrance (except for certain servicing
rights as provided in the Pooling and Servicing Agreement, any permitted
subservicing agreements and servicing rights purchase agreements pertaining
thereto); provided that recording and/or filing of various transfer documents
are to be completed after the Closing Date as contemplated hereby and by the
Pooling and Servicing Agreement. The sale of the Mortgage Loans to the Purchaser
or its designee does not require the Seller to obtain any governmental or
regulatory approval or consent that has not been obtained. Each Mortgage Note
is, or shall be as of the Closing Date, properly endorsed to the Purchaser or
its designee and each such endorsement is, or shall be as of the Closing Date,
genuine.
3. Payment Record. No scheduled payment of principal and/or interest
under any Mortgage Loan was 30 days or more past due as of the Due Date for such
Mortgage Loan in May 2006 without giving effect to any applicable grace period,
nor was any such payment 30 days or more delinquent since the date of
origination of any Mortgage Loan, without giving effect to any applicable grace
period.
4. Lien; Valid Assignment. Each Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
limitations and exceptions set forth in representation 13 below, enforceable
first priority lien upon the related Mortgaged Property, prior to all other
liens and encumbrances, and there are no liens and/or encumbrances that are pari
passu with the lien of such Mortgage, in any event subject, however,
to the following (collectively, the "Permitted Encumbrances"): (a) the lien for
current real estate taxes, ground rents, water charges, sewer rents and
assessments not yet delinquent or accruing interest or penalties; (b) covenants,
conditions and restrictions, rights of way, easements and other matters that are
of public record and/or are referred to in the related lender's title insurance
policy (or, if not yet issued, referred to in a pro forma title policy, a
"marked-up" commitment binding upon the title insurer or escrow instructions
binding on the title insurer and irrevocably obligating the title insurer to
issue such title insurance policy); (c) exceptions and exclusions specifically
referred to in such lender's title insurance policy (or, if not yet issued,
referred to in a pro forma title policy, a "marked-up" commitment binding upon
the title insurer or escrow instructions binding on the title insurer and
irrevocably obligating the title insurer to issue such title insurance policy);
(d) other matters to which like properties are commonly subject; (e) the rights
of tenants (as tenants only) under leases (including subleases) pertaining to
the related Mortgaged Property; (f) if such Mortgage Loan constitutes a
Cross-Collateralized Mortgage Loan, the lien of the Mortgage for another
Mortgage Loan contained in the same Crossed Group; (g) if the related Mortgaged
Property consists of one or more units in a condominium, the related condominium
declaration; and (h) the rights of the holder of any Non-Trust Loan that is part
of a related Loan Combination to which any such Mortgage Loan belongs. The
Permitted Encumbrances do not, individually or in the aggregate, materially
interfere with the security intended to be provided by the related Mortgage, the
current principal use of the related Mortgaged Property, the Value of the
Mortgaged Property or the current ability of the related Mortgaged Property to
generate income sufficient to service such Mortgage Loan. The related assignment
of such Mortgage executed and delivered in favor of the Trustee is in recordable
form (but for insertion of the name and address of the assignee and any related
recording information which is not yet available to the Seller) and constitutes
a legal, valid, binding and, subject to the limitations and exceptions set forth
in representation 13 below, enforceable assignment of such Mortgage from the
relevant assignor to the Trustee.
5. Assignment of Leases and Rents. There exists, as part of the
related Mortgage File, an Assignment of Leases (either as a separate instrument
or as part of the Mortgage) that relates to and was delivered in connection with
each Mortgage Loan and that establishes and creates a valid, subsisting and,
subject to the limitations and exceptions set forth in representation 13 below,
enforceable first priority lien on and security interest in, subject to
applicable law, the property, rights and interests of the related Mortgagor
described therein, except for Permitted Encumbrances and except for the holder
of any related Non-Trust Loan that is part of a related Loan Combination to
which any such Mortgage Loan belongs, and except that a license may have been
granted to the related Mortgagor to exercise certain rights and perform certain
obligations of the lessor under the relevant lease or leases, including, without
limitation, the right to operate the related leased property so long as no event
of default has occurred under such Mortgage Loan; and each assignor thereunder
has the full right to assign the same. The related assignment of any Assignment
of Leases not included in a Mortgage, executed and delivered in favor of the
Trustee is in recordable form (but for insertion of the name and address of the
assignee and any related recording information which is not yet available to the
Seller), and constitutes a legal, valid, binding and, subject to the limitations
and exceptions set forth in representation 13 below, enforceable assignment of
such Assignment of Leases from the relevant assignor to the Trustee. The related
Mortgage or related Assignment of Leases, subject to applicable law, provides
for the appointment of a receiver for the collection of rents or for the related
mortgagee to enter into possession of the related Mortgaged Property to collect
the rents
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or provides for rents to be paid directly to the related mortgagee, if
there is an event of default beyond applicable notice and grace periods. Except
for the holder of the related Non Trust Loan with respect to any Mortgage Loan
that is part of a Loan Combination, no person other than the related Mortgagor
and, in certain instances the related Mortgagee, owns any interest in any
payments due under the related leases on which the Mortgagor is the landlord,
covered by the related Assignment of Leases.
6. Mortgage Status; Waivers and Modifications. In the case of each
Mortgage Loan, except by a written instrument which has been delivered to the
Purchaser or its designee as a part of the related Mortgage File, (a) the
related Mortgage (including any amendments or supplements thereto included in
the related Mortgage File) has not been impaired, waived, modified, altered,
satisfied, canceled, subordinated or rescinded in any manner, (b) neither the
related Mortgaged Property nor any material portion thereof has been released
from the lien of such Mortgage and (c) the related Mortgagor has not been
released from its obligations under such Mortgage, in whole or in material part.
With respect to each Mortgage Loan, since the later of (a) May 5, 2006 and (b)
the closing date of such Mortgage Loan, the Seller has not executed any written
instrument that (i) impaired, satisfied, canceled, subordinated or rescinded
such Mortgage Loan, (ii) waived, modified or altered any material term of such
Mortgage Loan, (iii) released the Mortgaged Property or any material portion
thereof from the lien of the related Mortgage, or (iv) released the related
Mortgagor from its obligations under such Mortgage Loan in whole or material
part. For avoidance of doubt, the preceding sentence does not relate to any
release of escrows by the Seller or a servicer on its behalf.
7. Condition of Property; Condemnation. In the case of each Mortgage
Loan, except as set forth in an engineering report prepared by an independent
engineering consultant in connection with the origination of such Mortgage Loan,
the related Mortgaged Property is, to the Seller's knowledge, in good repair and
free and clear of any damage that would materially and adversely affect its
value as security for such Mortgage Loan (except in any such case where an
escrow of funds, letter of credit or insurance coverage exists sufficient to
effect the necessary repairs and maintenance). As of the date of origination of
the Mortgage Loan, there was no proceeding pending for the condemnation of all
or any material part of the related Mortgaged Property. As of the Closing Date,
the Seller has not received notice and has no knowledge of any proceeding
pending for the condemnation of all or any material portion of the Mortgaged
Property securing any Mortgage Loan. As of the date of origination of each
Mortgage Loan and, to the Seller's knowledge based upon surveys and/or the title
insurance policy referred to in representation 8 below, as of the date hereof,
(a) none of the material improvements on the related Mortgaged Property encroach
upon the boundaries and, to the extent in effect at the time of construction, do
not encroach upon the building restriction lines of such property, and none of
the material improvements on the related Mortgaged Property encroached over any
easements, except, in each case, for encroachments that are insured against by
the lender's title insurance policy referred to in representation 8 below or
that do not materially and adversely affect the Value or current use of such
Mortgaged Property and (b) no improvements on adjoining properties encroached
upon such Mortgaged Property so as to materially and adversely affect the Value
of such Mortgaged Property, except those encroachments that are insured against
by the lender's title insurance policy referred to in representation 8 below.
I-3
8. Title Insurance. Each Mortgaged Property securing a Mortgage Loan
is covered by an American Land Title Association (or an equivalent form of)
lender's title insurance policy (the "Title Policy") (or, if such policy has yet
to be issued, by a pro forma policy, a "marked up" commitment binding on the
title insurer or escrow instructions binding on the title insurer irrevocably
obligating the title insurer to issue such title insurance policy) in the
original principal amount of such Mortgage Loan after all advances of principal,
insuring that the related Mortgage is a valid first priority lien on such
Mortgaged Property, subject only to the Permitted Encumbrances, except that in
the case of a Mortgage Loan as to which the related Mortgaged Property is made
up of more than one parcel of property, each of which is secured by a separate
Mortgage, such Mortgage (and therefore the related Title Policy) may be in an
amount less than the original principal amount of the Mortgage Loan, but is not
less than the allocated amount of subject parcel constituting a portion of the
related Mortgaged Property. Such Title Policy (or, if it has yet to be issued,
the coverage to be provided thereby) is in full force and effect, all premiums
thereon have been paid, no material claims have been made thereunder and no
claims have been paid thereunder. No holder of the related Mortgage has done, by
act or omission, anything that would materially impair the coverage under such
Title Policy. Immediately following the transfer and assignment of the related
Mortgage Loan to the Trustee, such Title Policy (or, if it has yet to be issued,
the coverage to be provided thereby) inures to the benefit of the Trustee as
sole insured without the consent of or notice to the insurer. Such Title Policy
contains no material exclusion for whether, or it affirmatively insures (unless
the related Mortgaged Property is located in a jurisdiction where such
affirmative insurance is not available) that, (a) the related Mortgaged Property
has access to a public road, and (b) the area shown on the survey, if any,
reviewed or prepared in connection with the origination of the related Mortgage
Loan is the same as the property legally described in the related Mortgage.
9. No Holdback. The proceeds of each Mortgage Loan have been fully
disbursed (except in those cases where the full amount of the Mortgage Loan has
been disbursed but a portion thereof is being held in escrow or reserve accounts
(pending the satisfaction of certain conditions relating to leasing, repair or
other matters with respect to the related Mortgaged Property) documented as part
of the Mortgage Loan documents and the rights to which are transferred to the
Trustee) and there is no obligation for future advances with respect thereto.
10. Mortgage Provisions. The Mortgage Loan documents for each Mortgage
Loan, together with applicable state law, contain customary and, subject to the
limitations and exceptions set forth in representation 13 below, enforceable
provisions such as to render the rights and remedies of the holder thereof
adequate for the practical realization against the related Mortgaged Property of
the principal benefits of the security intended to be provided thereby,
including, without limitation, judicial or non-judicial foreclosure or similar
proceedings (as applicable for the jurisdiction where the related Mortgaged
Property is located). None of the Mortgage Loan documents contains any provision
that expressly excuses the related Mortgagor from obtaining and maintaining
insurance coverage for acts of terrorism.
11. Trustee under Deed of Trust. If the Mortgage for any Mortgage Loan
is a deed of trust, then (a) a trustee, duly qualified under applicable law to
serve as such, has either been properly designated and currently so serves or
may be substituted in accordance with the Mortgage and applicable law, and (b)
no fees or expenses are or will become payable to such
I-4
trustee by the Seller, the Purchaser or any transferee thereof except in
connection with a trustee's sale after default by the related Mortgagor or in
connection with any full or partial release of the related Mortgaged Property or
related security for such Mortgage Loan.
12. Environmental Conditions. Except in the case of the Mortgaged
Properties identified on Annex B hereto (as to which properties the only
environmental investigation conducted in connection with the origination of the
related Mortgage Loan related to asbestos-containing materials and lead-based
paint), (a) an environmental site assessment meeting ASTM standards and covering
all environmental hazards typically assessed for similar properties including
use, type and tenants of the related Mortgaged Property, a transaction screen
meeting ASTM standards or an update of a previously conducted environmental site
assessment (which update may have been performed pursuant to a database update),
was performed by an independent third-party environmental consultant (licensed
to the extent required by applicable state law) with respect to each Mortgaged
Property securing a Mortgage Loan in connection with the origination of such
Mortgage Loan, (b) the report of each such assessment, update or screen, if any
(an "Environmental Report"), is dated no earlier than (or, alternatively, has
been updated within) twelve (12) months prior to the date hereof, (c) a copy of
each such Environmental Report has been delivered to the Purchaser, and (d)
either: (i) no such Environmental Report, if any, reveals that as of the date of
the report there is a material violation of applicable environmental laws with
respect to any known circumstances or conditions relating to the related
Mortgaged Property; or (ii) if any such Environmental Report does reveal any
such circumstances or conditions with respect to the related Mortgaged Property
and the same have not been subsequently remediated in all material respects,
then one or more of the following are true--(A) one or more parties not related
to the related Mortgagor and collectively having financial resources reasonably
estimated to be adequate to cure the violation was identified as the responsible
party or parties for such conditions or circumstances, and such conditions or
circumstances do not materially impair the Value of the related Mortgaged
Property, (B) the related Mortgagor was required to provide additional security
reasonably estimated to be adequate to cure the violations and/or to obtain and,
for the period contemplated by the related Mortgage Loan documents, maintain an
operations and maintenance plan, (C) the related Mortgagor, or other responsible
party, provided a "no further action" letter or other evidence that would be
acceptable to a reasonably prudent commercial mortgage lender, that applicable
federal, state or local governmental authorities had no current intention of
taking any action, and are not requiring any action, in respect of such
conditions or circumstances, (D) such conditions or circumstances were
investigated further and based upon such additional investigation, a qualified
environmental consultant recommended no further investigation or remediation,
(E) the expenditure of funds reasonably estimated to be necessary to effect such
remediation is not greater than 2% of the outstanding principal balance of the
related Mortgage Loan, (F) there exists an escrow of funds reasonably estimated
to be sufficient for purposes of effecting such remediation, (G) the related
Mortgaged Property is insured under a policy of insurance, subject to certain
per occurrence and aggregate limits and a deductible, against certain losses
arising from such circumstances and conditions or (H) a responsible party
provided a guaranty or indemnity to the related Mortgagor to cover the costs of
any required investigation, testing, monitoring or remediation and, as of the
date of origination of the related Mortgage Loan, such responsible party had
financial resources reasonably estimated to be adequate to cure the subject
violation in all material respects. To the Seller's actual knowledge and without
inquiry beyond the related Environmental Report, there are no significant or
material circumstances or
I-5
conditions with respect to such Mortgaged Property not revealed in any such
Environmental Report, where obtained, or in any Mortgagor questionnaire
delivered to the Seller in connection with the issue of any related
environmental insurance policy, if applicable, that would require investigation
or remediation by the related Mortgagor under, or otherwise be a material
violation of, any applicable environmental law. The Mortgage Loan documents for
each Mortgage Loan require the related Mortgagor to comply in all material
respects with all applicable federal, state and local environmental laws and
regulations. Each of the Mortgage Loans identified on Annex C hereto is covered
by a secured creditor environmental insurance policy and each such policy is
noncancellable during its term, is in the amount at least equal to 125% of the
principal balance of the Mortgage Loan, has a term ending no sooner than the
date which is five years after the maturity date of the Mortgage Loan to which
it relates and either does not provide for a deductible or the deductible amount
is held in escrow and all premiums have been paid in full. Each Mortgagor
represents and warrants in the related Mortgage Loan documents that except as
set forth in certain environmental reports and to its knowledge it has not used,
caused or permitted to exist and will not use, cause or permit to exist on the
related Mortgaged Property any hazardous materials in any manner which violates
federal, state or local laws, ordinances, regulations, orders, directives or
policies governing the use, storage, treatment, transportation, manufacture,
refinement, handling, production or disposal of hazardous materials. The related
Mortgagor (or affiliate thereof) has agreed to indemnify, defend and hold the
Seller and its successors and assigns harmless from and against any and all
losses, liabilities, damages, injuries, penalties, fines, out-of-pocket expenses
and claims of any kind whatsoever (including attorneys' fees and costs) paid,
incurred or suffered by or asserted against, any such party resulting from a
breach of environmental representations, warranties or covenants given by the
Mortgagor in connection with such Mortgage Loan.
13. Loan Document Status. Each Mortgage Note, Mortgage, and each other
agreement executed by or on behalf of the related Mortgagor with respect to each
Mortgage Loan is the legal, valid and binding obligation of the maker thereof
(subject to any non-recourse provisions contained in any of the foregoing
agreements and any applicable state anti-deficiency or one form of action law or
market value limit deficiency legislation), enforceable in accordance with its
terms, except as such enforcement may be limited by (i) bankruptcy, insolvency,
reorganization, receivership, fraudulent transfer and conveyance or other
similar laws affecting the enforcement of creditors' rights generally, (ii)
general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law) and (iii) public policy
considerations underlying applicable securities laws, to the extent that such
public policy considerations limit the enforceability of provisions that purport
to provide indemnification from liabilities under applicable securities laws,
and except that certain provisions in such loan documents may be further limited
or rendered unenforceable by applicable law, but (subject to the limitations set
forth in the foregoing clauses (i) and (ii)) such limitations or
unenforceability will not render such loan documents invalid as a whole or
substantially interfere with the mortgagee's realization of the principal
benefits and/or security provided thereby. There is no valid defense,
counterclaim or right of offset or rescission available to the related Mortgagor
with respect to such Mortgage Note, Mortgage or other agreements that would deny
the mortgagee the principal benefits intended to be provided thereby, except in
each case, with respect to the enforceability of any provisions requiring the
payment of default interest, late fees, additional interest, prepayment premiums
or yield maintenance charges.
I-6
14. Insurance. Except in certain cases where tenants, having a net
worth of at least $50,000,000 or an investment grade credit rating (and, if
rated by Fitch, a credit rating of at least "A-" by Fitch) and obligated to
maintain the insurance described in this paragraph, are allowed to self-insure
the related Mortgaged Properties, all improvements upon each Mortgaged Property
securing a Mortgage Loan are insured under a fire and extended perils insurance
(or the equivalent) policy, in an amount at least equal to the lesser of the
outstanding principal balance of such Mortgage Loan and 100% of the full
insurable replacement cost of the improvements located on the related Mortgaged
Property, and if applicable, the related hazard insurance policy contains
appropriate endorsements to avoid the application of co-insurance and does not
permit reduction in insurance proceeds for depreciation. Each Mortgaged Property
is also covered by comprehensive general liability insurance in amounts
customarily required by prudent commercial mortgage lenders for properties of
similar types. Each Mortgaged Property securing a Mortgage Loan is the subject
of a business interruption or rent loss insurance policy providing coverage for
at least twelve (12) months (or a specified dollar amount which is reasonably
estimated to cover no less than twelve (12) months of rental income), unless
such Mortgaged Property constitutes a manufactured housing community. If any
portion of the improvements on a Mortgaged Property securing any Mortgage Loan
was, at the time of the origination of such Mortgage Loan, in an area identified
in the Federal Register by the Flood Emergency Management Agency as a special
flood hazard area (Zone A or Zone V), and flood insurance was available, a flood
insurance policy is in effect with a generally acceptable insurance carrier, in
an amount representing coverage not less than the least of: (1) the minimum
amount required, under the terms of coverage, to compensate for any damage or
loss on a replacement basis, (2) the outstanding principal balance of such
Mortgage Loan, and (3) the maximum amount of insurance available under the
applicable federal flood insurance program. Each Mortgaged Property located in
California or in seismic zones 3 and 4 is covered by seismic insurance to the
extent such Mortgaged Property has a probable maximum loss of greater than
twenty percent (20%) of the replacement value of the related improvements,
calculated using methodology acceptable to a reasonably prudent commercial
mortgage lender with respect to similar properties in the same area or
earthquake zone. Each Mortgaged Property located within Florida or within 25
miles of the coast of North Carolina, South Carolina, Georgia, Alabama,
Mississippi, Louisiana or Texas is insured by windstorm insurance in an amount
at least equal to the lesser of (i) the outstanding principal balance of the
related Mortgage Loan and (ii) 100% of the insurable replacement cost of the
improvements located on such Mortgaged Property (less physical depreciation).
All such hazard and flood insurance policies contain a standard mortgagee clause
for the benefit of the holder of the related Mortgage, its successors and
assigns, as mortgagee, and are not terminable (nor may the amount of coverage
provided thereunder be reduced) without at least ten (10) days' prior written
notice to the mortgagee; and no such notice has been received, including any
notice of nonpayment of premiums, that has not been cured. Additionally, for any
Mortgage Loan having a Cut-off Date Balance equal to or greater than
$20,000,000, the insurer for all of the required coverages set forth herein has
a claims paying ability or financial strength rating from S&P or Xxxxx'x of not
less than A-minus (or the equivalent), or from A.M. Best Company of not less
than "A-minus: V" (or the equivalent) and, if rated by Fitch, of not less than
"A-" from Fitch (or the equivalent). With respect to each Mortgage Loan, the
related Mortgage Loan documents require that the related Mortgagor or a tenant
of such Mortgagor maintain insurance as described above or permit the related
mortgagee to require insurance as described above. Except under circumstances
that would be reasonably
I-7
acceptable to a prudent commercial mortgage lender or that would not otherwise
materially and adversely affect the security intended to be provided by the
related Mortgage, the Mortgage Loan documents for each Mortgage Loan provide
that proceeds paid under any such casualty insurance policy will (or, at the
lender's option, will) be applied either to the repair or restoration of all or
part of the related Mortgaged Property or to the payment of amounts due under
such Mortgage Loan; provided that the related Mortgage Loan documents may
entitle the related Mortgagor to any portion of such proceeds remaining after
the repair or restoration of the related Mortgaged Property or payment of
amounts due under the Mortgage Loan; and provided, further, that, if the related
Mortgagor holds a leasehold interest in the related Mortgaged Property, the
application of such proceeds will be subject to the terms of the related Ground
Lease (as defined in representation 18 below).
Each Mortgaged Property is insured by an "all-risk" casualty insurance
policy that does not contain an express exclusion for (or, alternatively, is
covered by a separate policy that insures against property damage resulting
from) acts of terrorism.
15. Taxes and Assessments. There are no delinquent property taxes or
assessments or other outstanding charges affecting any Mortgaged Property
securing a Mortgage Loan that are a lien of priority equal to or higher than the
lien of the related Mortgage and that have not been paid or are not otherwise
covered by an escrow of funds sufficient to pay such charge. For purposes of
this representation and warranty, real property taxes and assessments and other
charges shall not be considered delinquent until the date on which interest
and/or penalties would be payable thereon.
16. Mortgagor Bankruptcy. No Mortgagor under a Mortgage Loan is a
debtor in any state or federal bankruptcy, insolvency or similar proceeding.
17. Local Law Compliance. To the Seller's knowledge, based upon a
letter from governmental authorities, a legal opinion, a zoning consultant's
report or an endorsement to the related Title Policy, or based on such other due
diligence considered reasonable by prudent commercial mortgage lenders in the
lending area where the subject Mortgaged Property is located (including, without
limitation, when commercially reasonable, a representation of the related
Mortgagor at the time of origination of the subject Mortgage Loan), the
improvements located on or forming part of each Mortgaged Property securing a
Mortgage Loan are in material compliance with applicable zoning laws and
ordinances or constitute a legal non-conforming use or structure (or, if any
such improvement does not so comply and does not constitute a legal
non-conforming use or structure, such non-compliance and failure does not
materially and adversely affect the Value of the related Mortgaged Property). In
the case of each legal non-conforming use or structure, the related Mortgaged
Property may be restored or repaired to the full extent of the use or structure
at the time of such casualty or law and ordinance coverage has been obtained in
an amount that would be required by prudent commercial mortgage lenders (or, if
the related Mortgaged Property may not be restored or repaired to the full
extent of the use or structure at the time of such casualty and law and
ordinance coverage has not been obtained in an amount that would be required by
prudent commercial mortgage lenders, such fact does not materially and adversely
affect the Value of the related Mortgaged Property).
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18. Material Leasehold Estate. If any Mortgage Loan is secured by the
interest of a Mortgagor as a lessee under a ground lease of all or a material
portion of a Mortgaged Property (together with any and all written amendments
and modifications thereof and any and all estoppels from or other agreements
with the ground lessor, a "Ground Lease"), but not by the related fee interest
in such Mortgaged Property or such material portion thereof (the "Fee
Interest"), then:
(i) such Ground Lease or a memorandum thereof has been or will be
promptly and duly recorded; such Ground Lease permits the interest of the
lessee thereunder to be encumbered by the related Mortgage; and there has
been no material change in the terms of such Ground Lease since its
recordation, with the exception of material changes reflected in written
instruments which are a part of the related Mortgage File; and if required
by such Ground Lease, the lessor thereunder has received notice of the lien
of the related Mortgage in accordance with the provisions of such Ground
Lease;
(ii) the related lessee's leasehold interest in the portion of the
related Mortgaged Property covered by such Ground Lease is not subject to
any liens or encumbrances superior to, or of equal priority with, the
related Mortgage, other than the related Fee Interest and Permitted
Encumbrances;
(iii) upon foreclosure of such Mortgage Loan (or acceptance of a deed
in lieu thereof), the Mortgagor's interest in such Ground Lease is
assignable to, and is thereafter further assignable by, the Purchaser upon
notice to, but without the consent of, the lessor thereunder (or, if such
consent is required, it has been obtained); provided that such Ground Lease
has not been terminated and all amounts owed thereunder have been paid;
(iv) such Ground Lease is in full force and effect, and, to the
Seller's knowledge, no material default has occurred under such Ground
Lease;
(v) such Ground Lease requires the lessor thereunder to give notice of
any default by the lessee to the mortgagee under such Mortgage Loan; and
such Ground Lease further provides that no notice of termination given
under such Ground Lease is effective against the mortgagee under such
Mortgage Loan unless a copy has been delivered to such mortgagee in the
manner described in such Ground Lease;
(vi) the mortgagee under such Mortgage Loan is permitted a reasonable
opportunity (including, where necessary, sufficient time to gain possession
of the interest of the lessee under such Ground Lease) to cure any default
under such Ground Lease, which is curable after the receipt of notice of
any such default, before the lessor thereunder may terminate such Ground
Lease;
(vii) such Ground Lease either (i) has an original term which extends
not less than twenty (20) years beyond the Stated Maturity Date of such
Mortgage Loan, or (ii) has an original term, which together with extension
options that are exercisable by the lender upon its taking possession of
the Mortgagor's leasehold interest and that, if exercised, would cause the
term of such Ground Lease to extend not less than twenty (20) years beyond
the Stated Maturity Date of such Mortgage Loan;
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(viii) such Ground Lease requires the lessor to enter into a new lease
with a mortgagee upon termination of such Ground Lease for any reason,
including as a result of a rejection of such Ground Lease in a bankruptcy
proceeding involving the related Mortgagor, unless the mortgagee under such
Mortgage Loan fails to cure a default of the lessee that is susceptible to
cure by the mortgagee under such Ground Lease following notice thereof from
the lessor;
(ix) under the terms of such Ground Lease and the related Mortgage or
related Mortgage Loan documents, taken together, any related casualty
insurance proceeds (other than de minimis amounts for minor casualties)
with respect to the leasehold interest will be applied either (i) to the
repair or restoration of all or part of the related Mortgaged Property,
with the mortgagee or a trustee appointed by it having the right to hold
and disburse such proceeds as the repair or restoration progresses (except
in such cases where a provision entitling another party to hold and
disburse such proceeds would not be viewed as commercially unreasonable by
a prudent commercial mortgage lender), or (ii) to the payment of the
outstanding principal balance of the Mortgage Loan together with any
accrued interest thereon;
(x) such Ground Lease does not impose any restrictions on subletting
which would be viewed as commercially unreasonable by a prudent commercial
mortgage lender in the lending area where the related Mortgaged Property is
located at the time of the origination of such Mortgage Loan; and
(xi) such Ground Lease provides that (i) it may not be amended,
modified, cancelled or terminated without the prior written consent of the
mortgagee under such Mortgage Loan, and (ii) any such action without such
consent is not binding on such mortgagee, its successors or assigns.
19. Qualified Mortgage. Each Mortgage Loan is a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code and Treasury Regulations
Section 1.860G-2(a) (but without regard to the rule in Treasury Regulations
Section 1.860G-2(a)(3) or Section 1.860G-2(f)(2) that treats a defective
obligation as a qualified mortgage under certain circumstances). Each Mortgage
Loan is directly secured by an interest in real property (within the meaning of
Treasury Regulations Section 1.856-3(c) and 1.856-3(d)), and either (1) the fair
market value of the interest in real property which secures such Mortgage Loan
was at least equal to 80% of the principal amount of such Mortgage Loan at the
time the Mortgage Loan was (a) originated or modified (within the meaning of
Treasury Regulations Section 1.860G-2(b)(1)) or (b) contributed to the Trust
Fund, or (2) substantially all of the proceeds of such Mortgage Loan were used
to acquire, improve or protect an interest in real property and such interest in
real property was the only security for the Mortgage Loan at the time such
Mortgage Loan was originated or modified. For purposes of the previous sentence,
the fair market value of the referenced interest in real property shall first be
reduced by (1) the amount of any lien on such interest in real property that is
senior to the Mortgage Loan, and (2) a proportionate amount of any lien on such
interest in real property that is in parity with the Mortgage Loan.
20. Advancement of Funds. In the case of each Mortgage Loan, neither
the Seller nor, to the Seller's knowledge, any prior holder of such Mortgage
Loan has advanced
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funds or induced, solicited or knowingly received any advance of funds from a
party other than the owner of the related Mortgaged Property (other than (a)
amounts paid by the tenant as specifically provided under a related lease or by
the property manager or (b) application and commitment fees, escrow funds,
points and reimbursements for fees and expenses incurred in connection with the
origination and funding of the Mortgage Loan), for the payment of any amount
required by such Mortgage Loan, except for interest accruing from the date of
origination of such Mortgage Loan or the date of disbursement of the Mortgage
Loan proceeds, whichever is later, to the date which preceded by 30 days the
first due date under the related Mortgage Note.
21. No Equity Interest, Equity Participation or Contingent Interest.
No Mortgage Loan contains any equity participation by the mortgagee thereunder,
is convertible by its terms into an equity ownership interest in the related
Mortgaged Property or the related Mortgagor, provides for any contingent or
additional interest in the form of participation in the cash flow of the related
Mortgaged Property, or provides for the negative amortization of interest,
except that, in the case of an ARD Loan, such Mortgage Loan provides that,
during the period commencing on or about the related Anticipated Repayment Date
and continuing until such Mortgage Loan is paid in full, (a) additional interest
shall accrue and may be compounded monthly and shall be payable only after the
outstanding principal of such Mortgage Loan is paid in full, and (b) subject to
available funds, a portion of the cash flow generated by such Mortgaged Property
will be applied each month to pay down the principal balance thereof in addition
to the principal portion of the related monthly payment.
22. Legal Proceedings. To the Seller's knowledge, there are no pending
actions, suits, proceedings or governmental investigations by or before any
court or governmental authority against or affecting the Mortgagor under any
Mortgage Loan or the related Mortgaged Property that, if determined adversely to
such Mortgagor or Mortgaged Property, would materially and adversely affect the
value of the Mortgaged Property as security for such Mortgage Loan or the
current ability of the Mortgagor to pay principal, interest or any other amounts
due under such Mortgage Loan.
23. Other Mortgage Liens. Except with respect to another Mortgage Loan
(which will also be an asset of the Trust Fund) cross-collateralized with a
Mortgage Loan, none of the Mortgage Loans permits the related Mortgaged Property
to be encumbered by any other mortgage lien junior to or of equal priority with
the lien of the related Mortgage without the prior written consent of the holder
thereof or the satisfaction of debt service coverage or similar criteria
specified therein. To the Seller's knowledge, except as indicated in the
preceding sentence and except for cases involving other Mortgage Loans, none of
the Mortgaged Properties securing the Mortgage Loans is encumbered by any
mortgage liens junior to or of equal priority with the liens of the related
Mortgage. The related Mortgage Loan documents require the Mortgagor under each
Mortgage Loan to pay all reasonable costs and expenses related to any required
consent to an encumbrance, including any applicable Rating Agency fees, or would
permit the related mortgagee to withhold such consent if such costs and expenses
are not paid by a party other than such mortgagee.
24. No Mechanics' Liens. As of the date of origination, each Mortgaged
Property securing a Mortgage Loan (exclusive of any related personal property)
was free and
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clear of any and all mechanics' and materialmen's liens that were prior or equal
to the lien of the related Mortgage and that were not bonded or escrowed for or
covered by title insurance. As of the Closing Date, to the Seller's knowledge:
(i) each Mortgaged Property securing a Mortgage Loan (exclusive of any related
personal property) is free and clear of any and all mechanics' and materialmen's
liens that are prior or equal to the lien of the related Mortgage and that are
not bonded or escrowed for or covered by title insurance, and (ii) no rights are
outstanding that under law could give rise to any such lien that would be prior
or equal to the lien of the related Mortgage and that is not bonded or escrowed
for or covered by title insurance.
25. Compliance. Other than any default interest or late charges, each
Mortgage Loan (other than ARD Loans after their respective Anticipated Repayment
Dates) complied with, or was exempt from, all applicable usury laws in effect at
its date of origination.
26. Licenses and Permits. To the Seller's knowledge, as of the date of
origination of each Mortgage Loan and based on any of: (i) a letter from
governmental authorities, (ii) a legal opinion, (iii) an endorsement to the
related Title Policy, (iv) a representation of the related Mortgagor at the time
of origination of such Mortgage Loan, (v) a zoning report from a zoning
consultant, or (vi) other due diligence that a commercially reasonable
originator of similar mortgage loans in the jurisdiction where the related
Mortgaged Property is located customarily performs in the origination of
comparable mortgage loans, the related Mortgagor, the related lessee, franchise
or operator was in possession of all material licenses, permits and franchises
required by applicable law for the ownership and operation of the related
Mortgaged Property as it was then operated or such material licenses, permits
and franchises have otherwise been issued.
27. Cross-Collateralization. No Mortgage Loan is cross-collateralized
with any loan which is outside the Mortgage Pool. With respect to any group of
cross-collateralized Mortgage Loans, the sum of the amounts of the respective
Mortgages recorded on the related Mortgaged Properties with respect to such
Mortgage Loans is at least equal to the total amount of such Mortgage Loans.
28. Releases of Mortgaged Properties. No Mortgage Note or Mortgage
requires the mortgagee to release all or any material portion of the related
Mortgaged Property from the lien of the related Mortgage except upon (i) payment
in full of all amounts due under the related Mortgage Loan or (ii) delivery of
"government securities" within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, as amended (the "Investment Company Act"), in connection
with a defeasance of the related Mortgage Loan; provided that the Mortgage Loans
that are Crossed Loans, and the other individual Mortgage Loans secured by
multiple parcels, may require the respective mortgagee(s) to grant releases of
portions of the related Mortgaged Property or the release of one or more related
Mortgaged Properties upon (i) the satisfaction of certain legal and underwriting
requirements or (ii) the payment of a release price in connection therewith; and
provided, further, that certain Crossed Groups or individual Mortgage Loans
secured by multiple parcels may permit the related Mortgagor to obtain the
release of one or more of the related Mortgaged Properties by substituting
comparable real estate property, subject to, among other conditions precedent,
receipt of confirmation from each Rating Agency that such release and
substitution will not result in a qualification, downgrade or withdrawal of any
of its then-current ratings of the Certificates; and provided, further, that any
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Mortgage Loan may permit the unconditional release of one or more unimproved
parcels of land to which the Seller did not give any material value in
underwriting the Mortgage Loan.
29. Defeasance. Each Mortgage Loan that contains a provision for any
defeasance of mortgage collateral permits defeasance (i) no earlier than two
years following the Closing Date and (ii) only with substitute collateral
constituting "government securities" within the meaning of Section 2(a) (16) of
the Investment Company Act. To the Seller's knowledge, the provisions of each
such Mortgage Loan, if any, permitting defeasance are only for the purpose of
facilitating the disposition of a Mortgaged Property and are not part of an
arrangement to collateralize a REMIC offering with obligations that are not real
estate mortgages.
30. Defeasance and Assumption Costs. If any Mortgage Loan permits
defeasance, then the related Mortgage Loan documents provide that the related
Mortgagor is responsible for the payment of all reasonable costs and expenses
associated with defeasance incurred by the related mortgagee, including Rating
Agency fees. If any Mortgage Loan permits assumptions, then the related Mortgage
Loan documents provide that the related Mortgagor is responsible for all
reasonable costs and expenses associated with an assumption incurred by the
related mortgagee.
31. Fixed Rate Loans. Each Mortgage Loan bears interest at a rate that
remains fixed throughout the remaining term of such Mortgage Loan, except in the
case of an ARD Loan after its Anticipated Repayment Date and except for the
imposition of a default rate, late charge or prepayment premium.
32. Inspection. The Seller or an affiliate thereof inspected, or
caused the inspection of, the related Mortgaged Property within the preceding
twelve (12) months.
33. No Material Default. To the Seller's knowledge, after due inquiry
consistent with the inquiry a reasonably prudent commercial mortgage lender
would conduct under similar circumstances, there exists no material default,
breach, violation or event of acceleration under the Mortgage Note or Mortgage
for any Mortgage Loan (other than payments due but not yet 30 days or more
delinquent); provided, however, that this representation and warranty does not
cover any default, breach, violation or event of acceleration that pertains to
or arises out of the subject matter otherwise covered by any other
representation and warranty made by the Seller in this Schedule I.
34. Due-on-Sale. The Mortgage, Mortgage Note or loan agreement for
each Mortgage Loan contains a "due-on-sale" clause, which provides for the
acceleration of the payment of the unpaid principal balance of such Mortgage
Loan if, without the prior written consent of the holder of such Mortgage,
either the related Mortgaged Property, or any direct controlling equity interest
in the related Mortgagor, is transferred or sold, other than by reason of family
and estate planning transfers, transfers by devise or descent or by operation of
law upon death, transfers of less than a controlling interest in the Mortgagor,
transfers of shares in public companies, issuance of non-controlling new equity
interests, transfers to an affiliate meeting the requirements of the Mortgage
Loan, transfers among existing members, partners or shareholders in the
Mortgagor, transfers among affiliated Mortgagors with respect to
cross-collateralized
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Mortgage Loans or multi-property Mortgage Loans, transfers among co-Mortgagors,
transfers of worn-out or obsolete furniture, furnishings and equipment or
transfers of a similar nature to the foregoing meeting the requirements of the
Mortgage Loan.
35. Single Purpose Entity. The Mortgagor on each Mortgage Loan with a
Cut-off Date Balance of $5,000,000 or more was, as of the origination of the
Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose
Entity" shall mean an entity, other than an individual, whose organizational
documents provide substantially to the effect that during the term of the
Mortgage Loan it may only own and operate one or more of the Mortgaged
Properties securing the Mortgage Loans and prohibit it from engaging in any
business unrelated to such Mortgaged Property or Properties, and whose
organizational documents generally further provide, or which entity represented
in the related Mortgage Loan documents, substantially to the effect that it does
not have any material assets other than those related to its interest in and
operation of such Mortgaged Property or Properties, or any indebtedness other
than as permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person, that it holds itself out as a legal entity (separate and
apart from any other person), that it will not guarantee or assume the debts of
any other person, that it will not commingle assets with affiliates, and that it
will not transact business with affiliates (except to the extent required by any
cash management provisions of the related Mortgage Loan documents) except on an
arm's-length basis.
36. Whole Loan. Each Mortgage Loan is a whole loan (which term
includes any Mortgage Loan that is part of a Loan Combination, but does not
include any related Non-Trust Loan) and not a participation interest in a
mortgage loan.
37. Tax Parcels. Each Mortgaged Property constitutes one or more
complete separate tax lots or is subject to an endorsement under the related
Title Policy insuring same, or in certain instances an application has been made
to the applicable governing authority for creation of separate tax lots, which
shall be effective for the next tax year.
38. ARD Loans. Each ARD Loan requires scheduled monthly payments of
principal and/or interest. If any ARD Loan is not paid in full by its
Anticipated Repayment Date, and assuming it is not otherwise in default, (i) the
rate at which such ARD Loan accrues interest will increase by at least two (2)
percentage points and (ii) the related Mortgagor is required to enter into a
lockbox arrangement on the ARD Loan whereby all revenue from the related
Mortgaged Property shall be deposited directly into a designated account
controlled by the applicable servicer.
39. Security Interests. A UCC financing statement has been filed
and/or recorded, or submitted for filing and/or recording (or submitted to a
title company for filing and/or recording pursuant to escrow instructions), in
all places necessary to perfect (to the extent that the filing or recording of
such a UCC financing statement can perfect such a security interest) a valid
security interest in the personal property of the related Mortgagor granted
under the related Mortgage. If any Mortgaged Property securing a Mortgage Loan
is operated as a hospitality property, then (a) the security agreements,
financing statements or other instruments, if any, related to the Mortgage Loan
secured by such Mortgaged Property establish and create a
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valid security interest in all items of personal property owned by the related
Mortgagor which are material to the conduct in the ordinary course of the
Mortgagor's business on the related Mortgaged Property, subject only to purchase
money security interests, personal property leases and security interests to
secure revolving lines of credit and similar financing; and (b) one or more UCC
financing statements covering such personal property have been filed and/or
recorded (or have been sent for filing or recording or submitted to a title
company for filing or recording pursuant to escrow instructions) wherever
necessary to perfect under applicable law such security interests (to the extent
a security interest in such personal property can be perfected by the filing of
a UCC financing statement under applicable law). The related assignment of such
security interest (but for insertion of the name of the assignee and any related
information which is not yet available to the Seller) executed and delivered in
favor of the Trustee constitutes a legal, valid and, subject to the limitations
and exceptions set forth in representation 13 hereof, binding assignment thereof
from the relevant assignor to the Trustee. Notwithstanding any of the foregoing,
no representation is made as to the perfection of any security interest in rents
or other personal property to the extent that possession or control of such
items or actions other than the filing of UCC Financing Statements are required
in order to effect such perfection.
40. Prepayment Premiums and Yield Maintenance Charges. Prepayment
Premiums and Yield Maintenance Charges payable with respect to each Mortgage
Loan, if any, constitute "customary prepayment penalties" within meaning of
Treasury Regulations Section 1.860G-1(b)(2).
41. Commencement of Amortization. Unless such Mortgage Loan provides
for interest only payments prior to its Stated Maturity Date or, in the case of
an ARD Loan, prior to its Anticipated Repayment Date, each Mortgage Loan begins
to amortize prior to its Stated Maturity Date.
42. Servicing Rights. Except as provided in the Pooling and Servicing
Agreement, any permitted subservicing agreements and servicing rights purchase
agreements pertaining thereto, no Person has been granted or conveyed the right
to service any Mortgage Loan or receive any consideration in connection
therewith which will remain in effect after the Closing Date.
43. Recourse. The related Mortgage Loan documents contain provisions
providing for recourse against the related Mortgagor, a principal of such
Mortgagor or an entity controlled by a principal of such Mortgagor, for damages,
liabilities, expenses or claims sustained in connection with the Mortgagor's
fraud, material (or, alternatively, intentional) misrepresentation, waste or
misappropriation of any tenant security deposits (in some cases, only after
foreclosure or an action in respect thereof), rent (in some cases, only after an
event of default), insurance proceeds or condemnation awards. The related
Mortgage Loan documents contain provisions pursuant to which the related
Mortgagor, a principal of such Mortgagor or an entity controlled by a principal
of such Mortgagor, has agreed to indemnify the mortgagee for damages resulting
from violations of any applicable environmental laws.
44. Assignment of Collateral. There is no material collateral securing
any Mortgage Loan that is not being assigned to the Purchaser.
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45. Fee Simple Interest. Unless such Mortgage Loan is secured in whole
or in material part by a Ground Lease and is therefore the subject of
representation 18, the interest of the related Mortgagor in the Mortgaged
Property securing each Mortgage Loan is a fee simple interest in real property
and the improvements thereon, except for any portion of such Mortgaged Property
that consists of a leasehold estate that is not a material ground lease, which
ground lease is not the subject of representation 18.
46. Escrows. All escrow deposits (including capital improvements and
environmental remediation reserves) relating to any Mortgage Loan that were
required to be delivered to the lender under the terms of the related Mortgage
Loan documents, have been received and, to the extent of any remaining balances
of such escrow deposits, are in the possession or under the control of Seller or
its agents (which shall include the applicable Master Servicer). All such escrow
deposits are being conveyed hereunder to the Purchaser. Any and all material
requirements under each Mortgage Loan as to completion of any improvements and
as to disbursement of any funds escrowed for such purpose, which requirements
were to have been complied with on or before the date hereof, have been complied
with in all material respects or, if and to the extent not so complied with, the
escrowed funds (or an allocable portion thereof) have not been released except
in accordance with the terms of the related loan documents.
47. Operating Statements. In the case of each Mortgage Loan, the
related Mortgage or another Mortgage Loan document requires the related
Mortgagor, in some cases at the request of the lender, to provide the holder of
such Mortgage Loan with at least quarterly operating statements and rent rolls
(if there is more than one tenant) for the related Mortgaged Property and annual
financial statements of the related Mortgagor, and with such other information
as may be required therein.
48. Grace Period. With respect to each Mortgage Loan, the related
Mortgage, Mortgage Note or loan agreement provides a grace period for delinquent
monthly payments no longer than fifteen (15) days from the applicable Due Date
or five (5) days from notice to the related Mortgagor of the default.
49. Disclosure to Environmental Insurer. If the Mortgaged Property
securing any Mortgage Loan identified on Annex C as being covered by a secured
creditor policy, then the Seller:
(i) has disclosed, or is aware that there has been disclosed, in the
application for such policy or otherwise to the insurer under such policy the
"pollution conditions" (as defined in such policy) identified in any
environmental reports related to such Mortgaged Property which are in the
Seller's possession or are otherwise known to the Seller; or
(ii) has delivered or caused to be delivered to the insurer under such
policy copies of all environmental reports in the Seller's possession related to
such Mortgaged Property;
in each case to the extent that the failure to make any such disclosure or
deliver any such report would materially and adversely affect the Purchaser's
ability to recover under such policy.
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50. No Fraud. No fraud with respect to a Mortgage Loan has taken place
on the part of the Seller or any affiliated originator in connection with the
origination of any Mortgage Loan.
51. Servicing. The servicing and collection practices used with
respect to each Mortgage Loan in all material respects have met customary
standards utilized by prudent commercial mortgage loan servicers with respect to
whole loans.
52. Appraisal. In connection with its origination or acquisition of
each Mortgage Loan, the Seller obtained an appraisal of the related Mortgaged
Property, which appraisal is signed by an appraiser, who, to the Seller's
knowledge, had no interest, direct or indirect, in the Mortgaged Property or the
Mortgagor or in any loan made on the security thereof, and whose compensation is
not affected by the approval or disapproval of the Mortgage Loan; the appraisal,
or a letter from the appraiser, states that such appraisal satisfies the
requirements of the "Uniform Standards of Professional Appraisal Practice" as
adopted by the Appraisal Standards Board of the Appraisal Foundation, all as in
effect on the date the Mortgage Loan was originated.
53. Origination of the Mortgage Loans. The Seller originated all of
the Mortgage Loans.
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ANNEX A (TO SCHEDULE I)
EXCEPTIONS TO THE REPRESENTATIONS AND WARRANTIES*
EXCEPTIONS TO REPRESENTATIONS (4) AND (8)
LOANS DESCRIPTION OF EXCEPTIONS
----- -------------------------
40 Xxxxxxx Portfolio One The Mortgaged Property is subject to a right of first
refusal to purchase the Mortgaged Property in favor of
the related franchisor. The right of first refusal
terminates upon a foreclosure of the Mortgaged Property.
Mortgagee may, at its sole discretion, enter into a new
franchise agreement after foreclosure.
88 Concord Station The Mortgaged Property is subject to the right of first
refusal to purchase the property in favor of the original
developer. The right of first refusal does not apply with
respect to any transfer of title to the mortgagee through
a foreclosure or a deed-in-lieu of foreclosure, however,
subsequent transfers will be subject to the right of
first refusal.
163 Walgreens - Alamosa, CO The Mortgaged Properties are subject to the right of
000 Xxxxxxxxx - Xxxxx, XX first refusal to purchase the property in favor of
Walgreens (the tenant).
----------
* Seller has attempted to indicate the particular representation or warranty (by
reference to the Section in which such representation or warranty appears) to
which an exception primarily relates. Notwithstanding the foregoing, each
exception is intended to qualify each representation or warranty to which it may
relate, regardless whether such exception expressly refers to the Section in
which the applicable representation or warranty appears.
For purposes of the MLPA and this Annex A (to Schedule I) - Exceptions to the
Representations and Warranties of Seller, Seller deems the term "commercial and
multifamily" to include manufactured housing communities.
In addition, all mortgage loan assignments and UCC financing statements
assignments were executed in favor of the Trustee and not the Purchaser.
EXCEPTIONS TO REPRESENTATION (10)
LOANS DESCRIPTION OF EXCEPTIONS
----- -------------------------
1 North Point Mall Each Mortgagor is required to obtain terrorism
5 Cerritos Corporate Center insurance only if coverage is commercially available
14 Inland Southwest Crossing Shopping Center for properties similar to its respective Mortgaged
15 Inland Hartford Insurance Property and located in and around the region in which
16 Inland Diebold Warehouse the Mortgaged Property is located.
23 Inland Triangle Center
73 Inland Xxxxxxxxx-Cypress
00 Xxxxxx Xxxxxx Xxxxx Xxxxxx
000 Xxxxxx CVS Cave Creek
3 Chase Tower Mortgagor required to obtain terrorism insurance only if
the cost of such insurance does not exceed a certain
amount as further detailed in the Mortgage Loan
documents.
000 Xxxxxxxxx - Xxxxx, XX Mortgagor is not required to maintain terrorism
insurance, but Walgreens (tenant) currently maintains
terrorism insurance. However, a principal has signed a
carveout guaranty to cover any losses, costs or damages
which may result from the failure to carry terrorism
insurance
EXCEPTION TO REPRESENTATION (12)
LOANS DESCRIPTION OF EXCEPTION
----- ------------------------
16 Inland Diebold Warehouse The environmental report for the Mortgage Property is
not within twelve (12) months of the date hereof.
EXCEPTION TO REPRESENTATION (14)
LOANS DESCRIPTION OF EXCEPTION
----- -------------------------
All Loans Referenced in Exception 10 With respect to terrorism insurance see the exceptions
to Rep. 10 all of which are incorporated herein by
reference.
0 Xxxxx Xxxxx Xxxx Xxxxxxxxx is permitted to maintain (i) commercial
general liability insurance through a syndicate of
insurers whereby at least 60% of the coverage is with
carriers having a rating by S&P of not lower than "A",
at least 75% of the coverage (including, for the
purposes of such calculation, the carriers which are
rated not lower than "A") is with carriers having a
claims-paying-ability rating by S&P not lower than
"BBB," and (ii) all-risk, business income, builder's
risk, boiler and machinery and terrorism insurance
through a syndicate of insurers through which at least
75% of the coverage (if there are 4 or fewer members of
the syndicate) or at least 60% of the coverage (if there
are 5 or more members of the syndicate) is with carriers
having a rating by S&P of not lower than "A" and the
balance of the coverage is, in each case, with carriers
having a rating by S&P of not lower than "BBB", provided
that the first-loss risk is borne by the carriers having
a rating by S&P of not lower than "A."
15 Inland Hartford Insurance Mortgagor may provide insurance through its tenant and
158 Inland CVS Cave Creek the respective tenant on the Mortgaged Property has the
163 Walgreens - Alamosa, CO right to self insure in lieu of third party insurance.
000 Xxxxxxxxx - Xxxxx, XX
220 Walgreens - Bryan, TX Mortgagor shall not be required to maintain business
interruption insurance, however, a principal has signed
a carveout guaranty to cover any losses, costs or
damages which may result from failure to carry business
interruption insurance.
EXCEPTIONS TO REPRESENTATION (17)
LOANS DESCRIPTION OF EXCEPTIONS
----- -------------------------
All LaSalle Loans In certain circumstances, if a Mortgaged Property does
not materially comply with all applicable zoning laws,
the non-compliance may be insured over by a title
insurance policy or a law and ordinance insurance policy
may have been obtained by the Mortgagor with respect to
such Mortgaged Property.
EXCEPTIONS TO REPRESENTATION (18) - GROUND LEASES
LOANS DESCRIPTION OF EXCEPTIONS
----- -------------------------
5 Cerritos Corporate Center (iii) The Ground Lease provides that following a
mortgagee's acquisition of a ground tenant's interest in
the Ground Lease pursuant to a foreclosure or a deed in
lieu of foreclosure, a mortgagee shall be entitled to
assign its interest in the Ground Lease without ground
landlord's prior consent. All subsequent transfers of
the Ground Lease by a mortgagee's transferee require
ground landlord's reasonable consent and satisfaction of
other related conditions set forth in the Ground Lease.
(ix) Casualty insurance proceeds must be used to repair
or restore the Mortgaged Property, provided, however,
during the last three (3) months prior to the maturity
date of the Mortgage Loan, mortgagee may use the
insurance proceeds to pay down the outstanding principal
balance of the Mortgage Loan.
11 633 17th Street The Mortgaged Property is made up of fee and leasehold
interests. In total, there are four Ground Leases and
one sub-Ground Lease. A portion of the building (lots 9
and 10, which lie under approximately 10% of the
building) on the Mortgaged Property is subject to two
Ground Leases both of which cover the same area and have
the same ground landlord, the original ground lease
dated as of August 30, 1924 (the "1924 Ground Lease")
and a subsequent ground lease dated as of February 1,
1970 (as amended from time to time, the "Lakeside Ground
Lease"). In addition, there is a ground sublease of the
1924 Ground Lease dated as of August 14, 1961 (as
amended from time to time, the "1730 California Ground
Sublease"). The parking garage is subject to two ground
leases, the Quait/Xxxxxxx Ground Lease (on lots 3-8)
dated as of March 29, 1974 (as amended from time to
time, the "Quait/Xxxxxxx Ground Lease") and the Xxxxxx
Ground Lease (on lots 1 and 2 and 9-16) dated as of
March 29, 1974 (as amended from time to time, the
"Xxxxxx Ground
Lease"). To note, simultaneously with the closing of the
Mortgage Loan, Mortgagor acquired the Mortgaged Property
from the seller of the Mortgaged Property (the "633
Property Seller").
(i) The ground landlord estoppel certificates for the
Xxxxxx Ground Lease are silent on whether there has been
a material change in the terms of the Xxxxxx Ground
Lease. However, the estoppel certificate executed and
delivered by 633 Property Seller in connection with the
Xxxxxx Ground Lease state that the Xxxxxx Ground Lease
has not been amended, modified, supplemented or
superseded.
(iii) Each of the 1924 Ground Lease and the 1730
California Ground Sublease is silent on the transfer of
Mortgagor's interest upon a foreclosure or deed in lieu
of foreclosure.
(iv) The estoppel certificate for each of the 1730
California Ground Sublease and the Xxxxxx Ground Lease
did not address whether the respective Ground Lease is
in full force and effect. The estoppel certificate for
the 1730 California Ground Sublease did not address
whether any default has occurred under the Ground Lease.
No assurances were received in the form of an estoppel
certificate in connection with the 1924 Ground Lease,
therefore, Seller cannot confirm whether the 1924 Ground
Lease is in full force and effect and whether any
default has occurred under such Ground Lease. However,
Mortgagor represented in the Mortgage Loan documents
that each Ground Lease is in full force and effect and
that no default has occurred under the respective Ground
Leases and the sub-Ground Lease. Additionally, the
estoppel certificates executed and delivered by 633
Property Seller in connection with the Xxxxxx Ground
Lease state that the Xxxxxx Ground Lease is in full
force and effect.
(v) The 1924 Ground Lease is silent on whether the
ground landlord has to give notice of any default by the
ground tenant to mortgagee. Each of the 1924 Ground
Lease, the 1730 California Ground Sublease, the
Quait/Xxxxxxx Ground Lease, the Xxxxxx Ground Lease and
the Lakeside Ground Lease, the respective ground landlord
cannot terminate the respective Ground Lease unless prior
notice of a default has been given to a mortgagee and
mortgagee fails to cure such default and under the 1730
California Ground Sublease, the ground landlord may not
terminate the Ground Sublease if mortgagee cures a
default within 30 days after receipt of a default notice.
Additionally, Mortgagor has covenanted under the Mortgage
Loan documents to provide copies of all notices to
Mortgagee.
(vi) Each of the 1924 Ground Lease and the 1730
California Ground Sublease is silent on whether mortgagee
under the Mortgage Loan is permitted a reasonable
opportunity to cure any default under the respective
Ground Lease. However, under the 1730 California Ground
Sublease, the ground landlord may not terminate the
Ground Lease if mortgagee cures a default within 30 days
after receipt of default notice. The Lakeside Ground
Lease (which covers the same real property as the 1924
Ground Lease) operates to address the continuation of
Mortgagor's leasehold estate if the 1924 Ground Lease
were to be terminated and the term of the Lakeside Ground
Lease runs 49 years beyond the maturity date of the
Mortgage Loan.
(vii) The term of each of the 1924 Ground Lease and the
1730 California Ground Sublease (including all respective
renewal terms) expires seven years after the Maturity
Date of the Mortgage Loan. However, the Lakeside Ground
Lease (which covers the same real property as the 1924
Ground Lease)
operates to address the continuation of Mortgagor's
leasehold estate after the expiration of the 1924 Ground
Lease and the 1730 California Ground Sublease and the
term of the Lakeside Ground Lease runs 49 years beyond
the maturity date of the Mortgage Loan.
(viii) Each of the 1924 Ground Lease, the 1730 California
Ground Sublease and the Lakeside Ground Lease is silent
on whether, after a bankruptcy or following the
termination of either Ground Lease, mortgagee may enter
into a new ground lease with the ground landlord.
However, the principal under the Mortgage Loan executed a
non-recourse carveout guaranty, which included a carveout
for any losses suffered by mortgagee as a result of a
termination or rejection of any Ground Lease.
(xi) Each of the 1924 Ground Lease, the 1730 California
Ground Sublease, the Lakeside Ground Lease, the
Quait/Xxxxxxx Ground Lease and the Xxxxxx Ground Lease is
silent on whether mortgagee consent is required in
connection with an amendment, modification, cancellation
or termination of the respective Ground Lease and whether
any amendment, termination, modification or cancellation
of the respective Ground Lease without mortgagee's
consent is binding on such mortgagee. However, the
Mortgage Loan documents require Mortgagor to obtain
mortgagee's consent to any amendment, termination,
modification or cancellation of any Ground Lease and the
principal under the Mortgage Loan executed a non-recourse
carveout guaranty, which included a carveout for any
losses suffered by mortgagee as a result of a termination
or rejection of the Ground Lease.
49 Southfield Office Building (vii) The Ground Lease term expires (including all
renewal terms) after the anticipated repayment date of
the Mortgage Loan, but prior to the maturity date of the
Mortgage Loan.
(viii) The Ground Lease does not require the
ground landlord to enter into a new lease with mortgagee
following the termination or rejection of the Ground
Lease. However, the principal under the Mortgage Loan
executed a non-recourse carveout guaranty, which included
a carveout for any losses suffered by mortgagee as a
result of a termination or rejection of the Ground Lease.
(ix) The Ground Lease is silent on the application of
casualty insurance proceeds. However, the Mortgage Loan
documents require that casualty insurance proceeds are
applied to either (i) repairing or restoring the
Mortgaged Property, or (ii) payment of the outstanding
principal balance of the Mortgage Loan.
(x) Ground tenant is not permitted to assign or sublet
all or any part of the Mortgaged Property without ground
landlord's consent, which consent shall not be
unreasonably withheld.
(xi) The Ground Lease cannot be amended or modified
without the written consent of mortgagee, however, the
Ground Lease is silent on whether mortgagee consent is
required in connection with the cancellation or
termination of the Ground Lease.
The Ground Lease covers a portion of the parking area
located on the Mortgaged Property which is necessary to
comply with the terms of a particular tenant's lease, but
is not needed to comply with applicable zoning or any
other requirements for the use of the Mortgaged Property.
93 The Cap at Union Station (iii) Ground landlord's consent is not required in the
event a mortgagee forecloses or takes a deed-in-lieu of
foreclosure, however, the Ground Lease requires the
ground landlord's consent (which consent shall not be
unreasonably withheld or delayed) to any subsequent
transfer or assignment of the Mortgaged Property after a
foreclosure or deed-in-lieu of foreclosure.
(xi)The Ground Lease prohibits cancellation of the Ground
Lease without mortgagee's prior
consent, but, the Ground Lease does not prohibit the
termination of the Ground Lease without mortgagee's prior
consent. However, the Mortgage Loan documents require
Mortgagor to obtain mortgagee's consent to any amendment,
termination, modification or cancellation of the Ground
Lease.
119 Star Financial (vii) The Ground Lease expires (including all renewal
terms) eighteen years after the Maturity Date of the
Mortgage Loan.
The Ground Lease relates primarily to a drive-through
lane for a teller window, which is necessary to comply
with the terms of a particular tenant's lease, but is not
needed to comply with applicable zoning or any other
requirements for the use of the Mortgaged Property. The
particular tenant lease expires (including all extension
terms) ten years prior to the expiration date of the
Ground Lease.
16 Inland Diebold Warehouse (viii) The Ground Lease does not require the ground
landlord to enter into a new lease with a mortgagee upon
termination of the Ground Lease, but mortgagee
automatically and without execution of any additional
instrument steps into the place of ground tenant under
the Ground Lease.
(xi) The Ground Lease does not address whether any
amendment, termination, modification or cancellation of
the respective Ground Lease without mortgagee's consent
is binding on such mortgagee. However, the Mortgage Loan
documents require Mortgagor to obtain mortgagee's consent
to any amendment, termination, modification or
cancellation of the Ground Lease.
EXCEPTIONS TO REPRESENTATION (22)
LOANS DESCRIPTION OF EXCEPTIONS
----- -------------------------
11 000 00xx Xxxxxx There is a pending SEC investigation against
00 Xxxxx Xxxxx the principal of each Mortgagor. The
investigation does not address either Mortgaged
Property. A guaranty was executed for each
Mortgage Loan by such principal to indemnify
the holder of the Mortgage Loan from any losses
resulting from such investigation.
EXCEPTIONS TO REPRESENTATION (28)
LOANS DESCRIPTION OF EXCEPTIONS
----- -------------------------
1 North Point Mall One or more portions of the Mortgaged Property
may be released from the lien of the Mortgage
for no consideration subject to the
satisfaction of certain terms and conditions as
set forth in the Mortgage Loan documents.
11 000 00xx Xxxxxx The respective Mortgage Loan documents permit
40 Xxxxxxx Portfolio One partial defeasance of the respective Mortgage
54 IAC Goose Island Loan.
Industrial Portfolio
56 Oklahoma Apartment.
Portfolio
102 Xxxxxxx Portfolio Two
EXCEPTIONS TO REPRESENTATIONS (28) AND (34)
LOANS DESCRIPTION OF EXCEPTIONS
----- -------------------------
0 Xxxxx Xxxxx Xxxx The respective Mortgage Loan documents permit
54 IAC Goose Island Industrial the respective Mortgagor to substitute
Portfolio properties for the Mortgaged Properties subject
61 IAC DHL Distribution Center to the satisfaction of certain terms and
conditions as set forth in the respective
Mortgage Loan documents.
EXCEPTIONS TO REPRESENTATION (34)
LOANS DESCRIPTION OF EXCEPTIONS
----- -------------------------
0 Xxxxx Xxxxx Xxxx The respective Mortgage Loan documents permit
41 Forest Xxxxxxx Apartment each Mortgagor to obtain future mezzanine debt
56 Oklahoma Apartment Portfolio subject to the satisfaction of certain terms
77 Trust Building and conditions as set forth in the respective
186 Clock Tower Self Storage Mortgage Loan documents.
213 Watchful Eye Self Storage
54 IAC Goose Island Industrial
Portfolio The owner of Mortgagor has existing mezzanine
debt in the amount of $9,005,918. The holder of
the Mortgage Loan and the mezzanine lender
entered into an Intercreditor Agreement.
61 IAC DHL Distribution Center The owner of Mortgagor has existing mezzanine
debt in the amount of $3,363,611. The holder of
the Mortgage Loan and the mezzanine lender
entered into an Intercreditor Agreement.
77 Trust Building The owners of Mortgagor have existing mezzanine
debt in the amount of $625,000. The holder of
the Mortgage Loan and the mezzanine lender have
entered into an Intercreditor Agreement.
EXCEPTIONS TO REPRESENTATION (43)
LOANS DESCRIPTION OF EXCEPTIONS
----- -------------------------
All LaSalle Loans Generally, the Mortgage Loan documents do not
have a non-recourse carveout for "waste," but
they do have a non-recourse carveout for
"material waste of the Mortgaged Property
caused by the intentional or grossly negligent
act or omission of Mortgagor, its agents,
affiliates, officers and employees".
14 Inland Southwest Crossing
Shopping Center For each Mortgage Loan, the respective
15 Inland Hartford Insurance Mortgagor and principal are not liable for
16 Inland Diebold Warehouse "waste" but they are liable for "material
23 Inland Triangle Center physical waste."
73 Inland Xxxxxxxxx-Cypress
97 Inland Target South Center
158 Inland CVS Cave Creek
54 IAC Goose Island Industrial Each Mortgagor and each principal is not liable
Portfolio for "waste" but is liable for removal or
61 IAC DHL Distribution Center disposal of any portion of the Mortgaged
Property after an Event of Default. Each
Mortgagor and each principal are not liable for
the "misappropriation" of any tenant security
deposits, rent, insurance proceeds or
condemnation awards, but are liable for the
"misapplication or conversion" by Mortgagor of
any insurance proceeds, condemnation awards or
rent. Additionally, each Mortgagor and each
principal are liable if any tenant security
deposits are not delivered to Mortgagee upon a
transfer of the Mortgaged Property to Mortgagee
unless such amounts were previously applied in
accordance with the terms of the leases.
EXCEPTIONS TO REPRESENTATION (47)
LOANS DESCRIPTION OF EXCEPTION
----- ------------------------
All LaSalle Mortgage Loans. Rent Rolls may not be specifically required,
but upon request, Mortgagor shall provide any
financial information that Lender may
reasonably request.
EXCEPTIONS TO REPRESENTATION (53)
LOANS DESCRIPTION OF EXCEPTION
----- ------------------------
131 Banyan Professional Center The Mortgage Loan was originated by Suncrest
Corp., which party is not the Seller.
ANNEX B (TO SCHEDULE I)
MORTGAGED PROPERTIES AS TO WHICH THE ONLY ENVIRONMENTAL INVESTIGATIONS
CONDUCTED IN CONNECTION WITH THE ORIGINATION OF THE RELATED MORTGAGE LOAN WERE
WITH RESPECT TO ASBESTOS-CONTAINING MATERIALS AND LEAD-BASED PAINT.
(REPRESENTATION 12)
NONE.
ANNEX C (TO SCHEDULE I)
MORTGAGE LOANS COVERED BY SECURED CREDITOR
ENVIRONMENTAL INSURANCE POLICIES
(REPRESENTATIONS 12 AND 49)
NONE.
SCHEDULE II
MORTGAGE LOAN SCHEDULE
XXXX 0000-X0: MORTGAGE LOAN SCHEDULE
LOAN
GROUP PROPERTY
LOAN # 1 OR 2 PROPERTY NAME ORIGINATOR TYPE
------ ------ ------------- ---------- --------
1 0 Xxxxx Xxxxx Xxxx XxXxxxx Retail
3 1 Chase Tower LaSalle Office
5 1 Cerritos Corporate Center LaSalle Xxxxxx
00 0 000 00xx Xxxxxx XxXxxxx Xxxxxx
00 0 0000 X Xxxxxx XxXxxxx Xxxxxx
Xxxxxx Roll- up LaSalle Various
14 1 Inland Southwest Crossing Shopping Center LaSalle Retail
15 1 Inland Hartford Insurance LaSalle Office
16 1 Inland Diebold Warehouse LaSalle Industrial
18 1 The Suites at Mainsail Village LaSalle Hospitality
19 1 Central Florida Research Park Portfolio LaSalle Industrial
19.01 1 Challenger Tech III LaSalle Industrial
19.02 1 Challenger Tech IV LaSalle Industrial
19.03 1 Discovery Tech Center LaSalle Industrial
23 1 Inland Triangle Center LaSalle Retail
Wrigley Roll-up LaSalle Multifamily
27 1 Wrigley I LaSalle Multifamily
28 1 Wrigley III LaSalle Multifamily
29 1 Wrigley II LaSalle Multifamily
30 1 Capitol View Office Building LaSalle Xxxxxx
00 0 Xxxxx Xxxxx XxXxxxx Xxxxxx
Xxxxxxx Roll-up LaSalle Various
33 1 1150 North Dearborn LaSalle Retail
34 1 2633 North Halsted LaSalle Retail
35 1 0000-00 Xxxxx Xxxxxxx Xxxxxx XxXxxxx Retail
36 1 1525 West Belmont Avenue LaSalle Office
37 1 000-00 Xxxx Xxxxxxxx Xxxxxx XxXxxxx Mixed Use
40 1 Xxxxxxx Portfolio One LaSalle Hospitality
40.01 0 Xxxxxxx Xxx - Xxxxxx Xxxx XxXxxxx Hospitality
40.02 1 Holiday Inn Express - Xxxxxxxx XxXxxxx Hospitality
40.03 1 Holiday Inn Express - Xxxxxx XxXxxxx Hospitality
40.04 1 Holiday Inn Express Moab LaSalle Hospitality
41 0 Xxxxxx Xxxxxxx Xxxxxxxxxx XxXxxxx Multifamily
44 1 Wachovia Center LaSalle Office
45 1 Court in the Square LaSalle Xxxxxx
00 0 Xxxxxx Xxxxx Xxxxxxxxxx XxXxxxx Multifamily
49 1 Southfield Office Building LaSalle Office
Tampa Hotel Roll-up LaSalle Hospitality
51 1 Hampton Inn - Tampa LaSalle Hospitality
52 1 Holiday Inn Express - Tampa, FL LaSalle Hospitality
54 1 IAC Goose Island Industrial Portfolio LaSalle Industrial
54.01 1 0000 Xxxxx Xxxxxx XxXxxxx Industrial
54.02 1 1060 West Division LaSalle Industrial
54.03 1 870 West Division (D-F) LaSalle Industrial
54.04 1 870 West Division (A-C) LaSalle Industrial
54.05 1 1000 North North Branch LaSalle Industrial
56 2 Oklahoma Apartment Portfolio LaSalle Multifamily
56.01 0 Xxx Xxxx Xxxxxxxxxx XxXxxxx Multifamily
56.02 0 Xxxxx xx Xxx Xxxxx Xxxxxxxxxx XxXxxxx Multifamily
56.03 0 Xxx Xxxx Xxxxxxxxxx XxXxxxx Multifamily
56.04 0 Xxxxx xx Xxx Xxxxxx Xxxxxxxxxx XxXxxxx Multifamily
59 2 St. Xxxxxx at Campeche LaSalle Multifamily
60 1 Siena at Old Orchard LaSalle Retail
61 1 IAC DHL Distribution Center LaSalle Industrial
62 1 XxXxxxxx Medical Arts LaSalle Office
65 1 Turlock Medical Xxxxxx XxXxxxx Xxxxxx
00 0 Xxxxxxxx Xxxxxxxx Xxxx XxXxxxx Industrial
68 1 440 Plaza SC XxXxxxx Xxxxxx
00 0 Xxxxxxxx Xxxxxxx LaSalle Office
73 1 Inland Xxxxxxxxx-Cypress LaSalle Retail
75 1 Vineyard Bank Building LaSalle Office
77 1 Trust Building LaSalle Office
78 1 Infocrossing - Omaha LaSalle Office
81 1 Infocrossing - Tempe LaSalle Office
85 1 Manchester & Xxxxxx Self Storage LaSalle Mixed Use
85.01 1 Xxxxxx Self Storage - Manchester LaSalle Mixed Use
85.02 1 Xxxxxx Self Storage - Salem LaSalle Mixed Use
86 2 Ashford Apartments LaSalle Multifamily
88 1 Concord Station LaSalle Retail
89 1 Homewood Suites - Xxxxxx XxXxxxx Hospitality
90 1 Hampton Inn - Xxxxxx XxXxxxx Hospitality
91 2 Residences at West Beach LaSalle Multifamily
92 1 9121 Xxxxxxx Road LaSalle Industrial
93 1 The CAP at Union Station LaSalle Retail
97 1 Inland Target South Center LaSalle Retail
101 1 BJ's Wholesale Club - Stoneham LaSalle Retail
102 1 Xxxxxxx Portfolio Two LaSalle Hospitality
102.01 0 Xxxxxx Xxxx Xxxxxx XxXxxxx Hospitality
102.02 1 Holiday Inn Express Xxxxxxxx/Xxxxxxxx LaSalle Hospitality
103 1 Kenwood Crossing LaSalle Xxxxxx
000 0 Xxxxxx Xxxx Xxxxxxxxxx XxXxxxx Multifamily
111 1 Junction Pointe Retail LaSalle Retail
111.01 1 000-000 Xxxxxxxx Xxxx XxXxxxx Retail
111.02 1 00000 Xxxxxxx Xxxxxx Xxxxx XxXxxxx Retail
112 1 One Heritage Place LaSalle Office
113 2 Bayscene MHP LaSalle Manufactured Housing
119 1 Star Financial LaSalle Xxxxxx
000 0 Xxxxxxxx Xxxxxxxxx - Xxxxxxxxxx, XX LaSalle Hospitality
124 2 00 Xxxxx Xxxxxx XxXxxxx Multifamily
128 1 Xxxxx and Richmond Office LaSalle Office
128.01 1 2900 Xxxxx Building LaSalle Office
128.02 0 Xxxxxxxx Xxxxxx Office LaSalle Office
131 1 Banyan Professional Center LaSalle Office
132 1 Food Lion Plaza LaSalle Retail
Tennessee Apartments Roll-up LaSalle Multifamily
133 2 Kingwood Apartments LaSalle Multifamily
134 0 Xxxxxxxxxx Xxxxx Xxxxxxxxxx XxXxxxx Multifamily
135 0 Xxxxxxxx Xxxxxxxx Xxxx - Xxxxx, XX LaSalle Hospitality
137 2 Valley Brook Townhomes LaSalle Multifamily
138 1 Hertz 201 Stanwix LaSalle Office
141 1 Dollar General Portfolio LaSalle Retail
141.01 1 Dollar General - Sebewaing LaSalle Retail
141.02 1 Dollar General - Au Gres LaSalle Retail
141.03 1 Dollar General - Croswell LaSalle Retail
141.04 1 Dollar General - Xxxxxxxxx XxXxxxx Retail
141.05 1 Dollar General - Deckerville LaSalle Retail
141.06 1 Dollar General - Xxxxxxxx XxXxxxx Retail
141.07 1 Dollar General - Hillman LaSalle Retail
141.08 1 Dollar General - Plainville LaSalle Retail
141.09 1 Dollar General - Chatsworth LaSalle Retail
144 1 0000 Xxxxxxxxx Xxxxxx LaSalle Xxxxxx
000 0 Xxxx Xxxxxxx Xxxxxxxxxx XxXxxxx Multifamily
147 0 Xxxxx Xxxxx Xxxxxxx Xxxx XxXxxxx Other
150 1 Agincourt Shopping Center LaSalle Retail
153 1 Valley Produce LaSalle Retail
155 1 Tampa Self Storage LaSalle Self Storage
157 1 County of Xxx Xxxxxxxxxx Xxxxxxxx XxXxxxx Xxxxxx
000 0 Xxxxxx CVS Xxxx Xxxxx XxXxxxx Xxxxxx
000 0 Xxxxxxxxxx Xxxxxxx LaSalle Mixed Use
162 1 Xxxxxxx - Xxxxxx Retail Center LaSalle Retail
163 1 Walgreens-Alamosa, CO LaSalle Retail
000 0 Xxxx Xxxxxx Xxxxxx XxXxxxx Retail
166 1 756 Old State Office LaSalle Mixed Use
167 1 Glenmont Self Storage LaSalle Self Storage
168 2 North Hills Manor LaSalle Multifamily
169 1 00-00 Xxxxxxxx Xxxxx XxXxxxx Industrial
170 1 Stoneridge Office LaSalle Office
172 1 Beach Plaza LaSalle Retail
176 0 Xxxxxxxxxx Xxxxxxxx XxXxxxx Retail
177 2 Lincolnwood Pinetree Apartments LaSalle Multifamily
181 2 Reeds Landing Apartments LaSalle Multifamily
182 1 Nations Storage LaSalle Self Storage
185 1 Safe Stor Self Storage LaSalle Self Storage
186 1 Clock Tower Self Storage LaSalle Self Storage
187 2 Aire Libre MHP LaSalle Manufactured Housing
188 1 Xxxxxxxxxx Financial Center LaSalle Office
189 1 Atrium Office LaSalle Office
190 1 Rome Xxxxxxxx Storage LaSalle Self Storage
191 1 Office Town at Village Creek LaSalle Office
192 1 116th and Keystone Way LaSalle Retail
193 1 130 Portola Road LaSalle Office
195 1 Alliance Raceway Storage LaSalle Self Storage
196 0 Xxxxxxxx Xxxxxxxxx Xxx - Xxxxxxx, XX XxXxxxx Hospitality
198 0 Xxxxxxxxx Xxxxxxxxxx XxXxxxx Multifamily
200 2 Carriage House Apartments LaSalle Multifamily
201 2 Pine Lane Estates LaSalle Multifamily
204 1 3601 South Xxxxxx Retail XxXxxxx Xxxxxx
000 0 Xxxxxxxx Xxxxxxx Self Storage LaSalle Self Storage
206 1 Westwood Village LaSalle Retail
207 1 000 Xxxxxxxxx Xxxxxx XxXxxxx Office
209 1 Shops at Lexington LaSalle Retail
210 1 Panda Plaza Del Lago Center LaSalle Retail
211 1 Midway Self Storage LaSalle Self Storage
212 1 Apple Valley Estates LaSalle Manufactured Housing
213 1 Watchful Eye Self Storage LaSalle Self Storage
215 1 Xxxxxx Plaza LaSalle Retail
216 1 Wake Radiology LaSalle Office
217 1 Xxxxxxxx Plaza LaSalle Retail
219 1 Bluffton Retail LaSalle Retail
220 1 Walgreens - Bryan, TX LaSalle Retail
221 1 Belair at Oakley Xxxxx XxXxxxx Xxxxxx
000 0 Xxxxxxxx Xxxxxxxx XxXxxxx Xxxxxx
000 0 XXX Xxxxxx XxXxxxx Xxxxxx
000 0 Xxxxxx Xxxxx LaSalle Retail
227 1 Stadium and Packard Retail LaSalle Retail
229 1 Acworth Self Storage LaSalle Self Storage
230 1 Royal Poinciana MHP LaSalle Manufactured Housing
231 1 Oklahoma City Office LaSalle Office
232 1 Pecan Grove LaSalle Xxxxxx
000 0 Xxxxxxxx Xxxxxxxx Xxxxxxxxxx XxXxxxx Multifamily
234 1 Woodhaven Retail LaSalle Retail
236 1 Country Aire MHP LaSalle Manufactured Housing
238 1 Eagle Market Center LaSalle Mixed Use
239 1 Royal Self Storage LaSalle Self Storage
240 1 000 Xxxx Xxxxxx XxXxxxx Mixed Use
241 1 Plaza Mini Storage LaSalle Mixed Use
242 1 Pickerington Medical Office Building LaSalle Office
243 1 M&M Storage LaSalle Self Storage
244 1 American Self Storage of Mesa LaSalle Self Storage
245 0 Xxxxxxxx Xxxxxx Xxxxxxxxxx XxXxxxx Mixed Use
LOAN # STREET ADDRESS CITY COUNTY STATE ZIP CODE
------ -------------- ---- ------ ----- --------
1 0000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxxx Xxxxxx XX 00000
3 0 Xxxx Xxxx Xxxxxx and 000 Xxxxxxxx Xxxxxx Xxxxxxxxxxxx Xxxxxx XX 00000
5 00000 Xxxx Xxxxx Xxxxx and 00000 000xx Xxxxxx Xxxxxxxx Xxx Xxxxxxx XX 00000
11 000 00xx Xxxxxx Xxxxxx Xxxxxx XX 00000
12 0000 X Xxxxxx XX Xxxxxxxxxx Xxxxxxxx xx Xxxxxxxx XX 00000
Various Various Various Various Various
14 4305 Xxxxxx Xxxxx Xxxx Xxxx Xxxxx Xxxxxxx XX 00000
15 0000 Xxxxxxxx Xxxx Xxxxx Xxxxx Xxxxxxxx XX 00000
16 0000 Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx XX 00000
18 0000 Xxxxxxxxxx Xxxxxxxxx Xxxxx Xxxxxxxxxxxx XX 00000
19 Various Xxxxxxx Xxxxxx XX 00000
19.01 0000 Xxxxxxxxxx Xxxx Xxxxx Xxxxxxx Xxxxxx XX 00000
19.02 00000 Xxxxxxxxxx Xxxxxxx Xxxxxxx Xxxxxx XX 00000
19.03 0000-0000 Xxxxxxxxx Xxxxx Xxxxxxx Xxxxxx XX 00000
23 100-690 Triangle Center and 0000 00xx Xxxxxx Xxxxxxxx Xxxxxxx XX 00000
Xxxxxxx Xxxxxxx Xxxx XX 00000
27 0000-0000 Xxxx Xxxxxxxx Xxxxxxx Xxxx XX 00000
28 0000 Xxxx Xxxxxxxx Xxxxxx Xxxxxxx Xxxx XX 00000
29 0000 Xxxx Xxxxxxxx Xxxxxx Xxxxxxx Xxxx XX 00000
30 000 Xxxxxxxx Xxxxxx Xxxxxxx Xxxxxx XX 00000
31 0000 Xxxxxxxxx 00xx Xxxxxx Xxxxx Xxxxx-Xxxx XX 00000
Various Chicago Xxxx IL Various
33 0000 Xxxxx Xxxxxxxx Xxxxxxx Xxxx XX 00000
34 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxx XX 00000
35 0000-00 Xxxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxx XX 00000
36 0000 Xxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxx XX 00000
37 000-00 Xxxx Xxxxxxxx Xxxxxx Xxxxxxx Xxxx XX 00000
40 Various Various Various Various Various
40.01 0000 Xxxxx Xxxxxxxxxxx Xxxx Xxxxxx Xxxx Xxxxxxx XX 00000
40.02 0000 Xxxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx XX 00000
40.03 0000 Xxxxxx Xxxx Xxxxxx Xxxxxxx XX 00000
40.04 0000 Xxxxx Xxxxxxx 000 Xxxx Xxxxx XX 00000
41 000-000 Xxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxxx XX 00000
44 340 Xxxxx Xxxxxx Xxxxxxx XX Xxxxxxxxxxx Xxxx XX 00000
45 000 Xxxxxx Xxxxxx Xxxxx Xxxxxxx Xxxx XX 00000
47 0000 Xxxx Xxxx Xxxxxxxx Xxxxxxxx XX 00000
49 0000 Xxxxx XX-00 Xxxxxx Xxxxxx XX 00000
Various Tampa Hillsborough FL Various
51 0000 Xxxx Xxxxxx Xxxxxx Xxxxx Xxxxxxxxxxxx XX 00000
52 0000 Xxx Xxxx Xxxxxxxxx Xxxxx Xxxxxxxxxxxx XX 00000
00 Xxxxxxx Xxxxxxx Xxxx XX 00000
54.01 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxx XX 00000
54.02 0000 Xxxx Xxxxxxxx Xxxxxx Xxxxxxx Xxxx XX 00000
54.03 000 Xxxx Xxxxxxxx Xxxxxx Xxxxxxx Xxxx XX 00000
54.04 000 Xxxx Xxxxxxxx Xxxxxx Xxxxxxx Xxxx XX 00000
54.05 0000 Xxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxx XX 00000
56 Various Various Various OK Various
56.01 0000 XX 00xx Xxxxxx Xxxxxx Xxxxxxxx XX 00000
56.02 000 Xxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxx XX 00000
56.03 0000 XX Xxxxx Xxxx Xxxxxx Xxxxxxxx XX 00000
56.04 0000 Xxxx Xxxxx Xxxx Xxxxxx Xxxxxxxx XX 00000
59 0000 Xxxx Xxxx Xxxxxxxxx Xxxxxxxxx Xxxxxxxxx XX 00000
60 9340-9400 Xxxxxx Xxxxxxxxx Xxxxxx Xxxx XX 00000
61 000 Xxxx Xxxxxx Xxxx Xxxxxxx Xxxx XX 00000
62 0000 Xxxxxxx Xxxxxx Xxxxx XxXxxxxx Xxxxxx XX 00000
65 0000-0000 Xxxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxxxx XX 00000
67 9022, 9036, 9050, and 0000 Xxxxxx Xxxxx Xxxxxx Xxxxxxxxx XX 00000
68 000 Xxxxx Xxxx Xxxx Xxxxxx Xxxxxxx Xxxx XX 00000
72 000 Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxxxxxx XX 00000
73 00000 XX Xxxxxxx 000 Xxxxxxx Xxxxxx XX 00000
75 0000 Xxxxxx Xxxxxx Xxxxx Xxxxxx Xxxxxxxxx XX 00000
77 00 Xxxxx Xxxxxx Xxxxx Xxxxxx Xxxx XX 00000
78 00000 Xxxxxxx Xxxxx Xxxxx Xxxxx Xxxxxxx XX 00000
81 0000 Xxxx Xxxxxxxxxx Xxxxxx Xxxxx Xxxxxxxx XX 00000
85 Various Various Various NH Various
85.01 000 Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxxxxx XX 00000
85.02 0 Xxxxxx Xxxxxx Xxxxx Xxxxxxxxxx XX 00000
86 000 Xxxxxxx Xxxxxx Xxxxxxxxxxx Xxxxxxxx XX 00000
88 0000 Xxxxxxx Xxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxx XX 00000
89 00000 Xxxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxx XX 00000
90 0000 Xxxx Xxxxxx Xxxx Xxxxxx Xxxxxx XX 00000
91 0000 00xx Xxxxxx Xxxxxxxxx Xxxxxxxxx XX 00000
92 0000-0000 Xxxxxxx Xxxx Xxxxxxxxxxxx Xxxxxxxxxx XX 00000
93 565 - 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx Xxxxxxxx XX 00000
97 0000 Xxxxxxx 000 & 0000 Xxxxxxxxxxxx Xxxx Xxxxxx Xxxxxx XX 00000 & 78749
101 00 Xxxxx Xxxxxx Xxxxxxxx Xxxxxxxxx XX 00000
102 Various Billings Yellowstone MT Various
102.01 0000 Xxxx Xxxxxx Xxxxxxxx Xxxxxxxxxxx XX 00000
102.02 000 Xxxx Xxxxxx Xxxxxxxx Xxxxxxxxxxx XX 00000
103 0000 Xxxxxxx Xxxxxxxx Xxx Xxxxxxxxxx Xxxxxxxx XX 00000
106 000 Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxx XX 00000
111 Various Various Various Various Various
111.01 000-000 Xxxxxxxx Xxxx Xxxxxxx Xxxx XX 00000
111.02 00000 Xxxxxxx Xxxxxx Xxxxx Xxxxxxxxxx Xxxxxx XX 00000
112 0 Xxxxxxxx Xxxxx Xxxxxxxxx Xxxxx XX 00000
113 000 Xxxxxxxx Xxxxxx Xxxxx Xxxxx Xxx Xxxxx XX 00000
119 000 Xxxx Xxxxx Xxxxxx Xxxx Xxxxx Xxxxx XX 00000
120 000 Xxxxx Xxxxxx Xxxxxxxxxx Xxx Xxxx XX 00000
124 00-00 Xxxxx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
000 Xxxxxxx Xxxxxxx Xxxxxx XX Various
128.01 0000 Xxxxx Xxxxxx Xxxxxxx Xxxxxx XX 00000
128.02 0000 Xxxxxxxx Xxxxxx Xxxxxxx Xxxxxx XX 00000
131 0000 0xx Xxxxxx Xxxxx Xxxxxx Xxxxxxx XX 00000
132 0000 Xxxx 00xx Xxxxxx Xxxxx Xxxx Xxxxxxx XX 00000
Various Murfreesboro Xxxxxxxxxx XX 00000
133 000 Xxxx Xxxxxxxx Xxxxx Xxxxxxxxxxxx Xxxxxxxxxx XX 00000
134 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxxxxxx Xxxxxxxxxx XX 00000
135 0000 Xxxxxxxx Xxxx Xxxxx Xxxxxxxx XX 00000
137 00 Xxxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxx XX 00000
138 000 Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxx XX 00000
141 Various Various Various Various Various
141.01 0000 Xxxxx Xxxxxxxxxx Xxxx Xxxxxxxxx Xxxxx XX 00000
141.02 000 Xxxxx Xxxxxx Xx Xxxx Xxxxxx XX 00000
141.03 0000 Xxxx Xxxx Xxxxxxxx Xxxxxxx XX 00000
141.04 000 Xxxx Xxxx Xxxxxx Xxxxxxxxx Xxxx XX 00000
141.05 0000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxxxx Xxxxxxx XX 00000
141.06 0000 Xxxx Xxxxxx Xxxxxxxx Xxxxxxx XX 00000
141.07 00000 Xxxxxxxx Xxxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxxxxx XX 00000
141.08 0000 Xxxx Xxxx XX Xxxxxxxxxx Xxxxxx XX 00000
141.09 000 Xxxxxx Xxxxxxxx Xxxx Xxxxxxxxxx Xxxxxx XX 00000
144 0000 Xxxxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxxx XX 00000
145 0000 Xxxxxx Xxxxx Xxxxxxxx Xxxxxxxxx XX 00000
147 000 Xxxxxxxxx Xxxxx Xx. Xxxxxxxxx Xxxxx Xxxxx XX 00000
150 00000 Xxxx Xxxxxx Xxx Xxxxxxxxxx Xxxxxx XX 00000
153 18345-18353 Xxxxxxx Xxxxxx Xxxxxx Xxx Xxxxxxx XX 00000
155 0000 Xxxx Xxxxx Xxxxx Xxxxx Xxxxxxxxxxxx XX 00000
157 00000 Xxxxx Xxxxx Xxxxxxxxxxx Xxx Xxxxxxxxxx XX 00000
158 00000 Xxxxx Xxxxx Xxxxxxxxx Xxxx Xxxxx Xxxxxxxx XX 00000
159 00000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxxx Xxxxxxx XX 00000
162 00000 Xxxxxxx Xxxxxxxxx Xxxxxxx Xxxx Xxx Xxxxxxx XX 00000
163 0000 Xxxx Xxxxxx Xxxxxxx Xxxxxxx XX 00000
164 00000 Xxxxxxxx Xxxxxxxxx Xxxxxxx Xxxxxx XX 00000
166 000 Xxx Xxxxx Xxxxx 00 Xxxxxxxxxx Xxxxxxxx XX 00000
167 000 Xxxxx 0X Xxxxxxxx Xxxxxx XX 00000
168 0000 Xxxxxxx Xxxxxx Xxxx Xxxxx Xxxxxxx XX 00000
169 00-00 Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxxx Xx Xxxx XX 00000
170 0000 Xxxx Xxxxxxx Xxxxx Xxxxxxxx Xxxxxxxxxx XX 00000
172 00000 Xxxxxxx Xxxxxxx Xxxxxxxx Xxxxx Xxxxxx XX 00000
176 00000 Xxxxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxx XX 00000
177 0000 Xxxxx 0xx Xxxxxx Xxxxxxxxxx Xxxxx XX 00000
181 0000 Xxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxxxx XX 00000
182 00000 Xxxxx Xxxxxxx 000 Xxxxxxx Xxxxxx XX 00000
185 0000 Xxxxxxx 00 Xxxxxxxxxx Xxxxx Xxxxxxx XX 00000
186 00000 Xxxx Xxxxxx Xxxxxx Xxxxxx Xxxxx XX 00000
187 00000 Xxxxx 00xx Xxxxxx Xxxxxxx Xxxxxxxx XX 00000
188 000-000 Xxxxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx XX 00000
189 0000 Xxxxxxxxxxxx Xxxxx Xx Xxxx Xx Xxxx XX 00000
190 000 Xxxx Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxx XX 00000
191 0000-0000 Xxxxxxx Xxxxx Xxxxx Xxxxx Xxxxxx XX 00000
192 0000 Xxxx 000xx Xxxxxx Xxxxxx Xxxxxxxx XX 00000
193 000 Xxxxxxx Xxxx Xxxxxxx Xxxxxx Xxx Xxxxx XX 00000
195 00000 XX 000 Xxxxxx Xxxxxx XX 00000
196 21691 XX Xxxxxxx 000 Xxxx Xxxxxxx Xx Xxxxx XX 00000
198 000-000 Xxxxxxxx Xxxxx Xxxxxx Xxxxxxx XX 00000
200 0000-0000 Xxxxxxx Xxxxxxxxx Xxxxxxxxxx Xxxx XX 00000
201 0000 Xxxx Xxxxxxx Xxxx Xxxxxxx Xxxxxx XX 00000
204 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxx Xxxxxxx XX 00000
205 418 91st Avenue NE & 0000 Xxxxxx Xxxx Xxxxxxx Xxxxxxxxx XX 00000
206 1144 -0000 Xxxxxxx Xxxxxxxxx Xxxxxxxxxxxx Xxxxxx XX 00000
207 000 Xxxxxxxxx Xxxxxx Xxxxx Xxxxxx Xxxxxx XX 00000
209 000 Xxxx Xxxxxx Xxxxxx Xxxxxxxxx Xxxxxxxxx XX 00000
210 0000-0000 Xxxx Xxxxxxxxxx Xxxxxx Xxxxxx Xxxxxx XX 00000
211 000 Xxxxxxx Xxxxx Xxxxxxxxxx Xxxxxxx XX 00000
212 00000 Xxxxxxx Xxxxxx Xxxxx Xxxxxx Xxxxxx XX 00000
213 00000 Xxxx Xxxxxx Xxxxx Xxxxxx Xxxxxxxx Xxxxxxxx XX 00000
215 000 Xxxxxx Xxxxxx Xxxxxxxxx Xxxxxxxx Xxxxxxx XX 00000
216 000 Xxxxx Xxxxx Xxxxx Xxxxxx Xxxx Xxxxxx XX 00000
217 000 Xxxx Xxxxxxxxxx Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxx XX 00000
219 0000 Xxxxx Xxxx Xxxxxx Xxxxxxxx Xxxxx XX 00000
220 000 Xxxx Xxxxx Xxxxx Xxxx Xxxxx Xxxxxx XX 00000
221 000-000 Xxxxx Xxxxxx Xxxx Xxxxxxx Xxxxxxxx XX 00000
224 000 Xxxx Xxxx Xxxxxx Xxxxxxxxx Xxxxxx XX 00000
225 0000 Xxxxx Xxxxxxxxxx Xxxx Xxxx Xxxxxxx Xxxxxxx XX 00000
226 0000-0000 Xxxxxx Xxxx Xxx Xxxx Xxx XX 00000
227 0000 Xxxx Xxxxxxx Xxxxxxxxx Xxx Xxxxx Xxxxxxxxx XX 00000
229 0000 Xxxxx Xxxx Xxxxxxx Xxxxxx XX 00000
230 0000 Xxxx 00xx Xxxxxx Xxxxxxxxxxx Xxxxxxx XX 00000
231 0000 Xxxxxxxxx 000xx Xxxxxx Xxxxxxxx Xxxx Xxxxxxxxx XX 00000
232 00000 Xxxxxxx Xxxxxxx Xxxxxxxxxxxx Xxxxxxxxx XX 00000
233 000 Xxxxxxxx Xxxxxx and 000 Xxxxxxxx Xxxxxx Xxxxxxx Xxxx XX 00000
234 00000 Xxxxx Xxxx Xxxxxxxxx Xxxxx XX 00000
236 0000 Xxxxxxx 000 Xxxx Xxxxxxx Xxxxxxxxx XX 00000
238 00 Xxxxxx Xxxxxx Xxxxx Xxxxx XX 00000
239 0000 XX 000 Xxxxx Xxxxxxxxxx Xxxxxx XX 00000
240 000 Xxxx Xxxxxx Xxxxxxxx Xxxxxxxxxx XX 00000
241 000 Xxxxx Xxx Xxxxx Xxxx Xxxx Xxxxxxxxxx XX 00000
242 000 Xxxx Xxxx Xxxxx Xxxxxxxxxxxx Xxxxxxxxx XX 00000
243 00 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxx XX 00000
244 0000 Xxxx Xxxxxxxxxx Xxxxx Xxxx Xxxxxxxx XX 00000
245 00 Xxxxx Xxxxxx & 000 Xxxxxxxx Xxxxxx Xxxxxxx Xxxx XX 00000
CUT-OFF DATE ORIGINAL MONTHLY P&I DEBT ANNUAL P&I DEBT INTEREST PRIMARY MASTER
LOAN # BALANCE ($) BALANCE ($) SERVICE ($) SERVICE ($) RATE % SERVICING FEE SERVICING FEE
------ ------------ ------------ ----------- ----------- ------ ------------- -------------
1 161,668,201 162,000,000 953,484.69 11,441,816.26 5.7227 0.0100 0.0100
3 116,000,000 116,000,000 5.2141 0.0100 0.0100
5 95,000,000 95,000,000 541,786.14 6,501,433.68 5.5191 0.0100 0.0100
11 37,500,000 37,500,000 204,518.99 2,454,227.83 5.2411 0.0100 0.0100
12 36,100,000 36,100,000 216,437.74 2,597,252.88 5.9791 0.0100 0.0100
31,545,183 31,545,183 0.0000
14 14,691,000 14,691,000 5.0291 0.0100 0.0100
15 9,613,703 9,613,703 4.8091 0.0100 0.0100
16 7,240,480 7,240,480 4.8091 0.0100 0.0100
18 27,500,000 27,500,000 166,454.32 1,997,451.86 6.0038 0.0100
19 26,971,271 27,000,000 155,853.66 1,870,243.92 5.5391 0.0100
19.01 12,001,571 12,014,354
19.02 9,217,796 9,227,614
19.03 5,751,905 5,758,031
23 23,600,000 23,600,000 4.8091 0.0100 0.0100
21,000,000 21,000,000 120,556.59 1,446,679.08 0.0000
27 10,990,000 10,990,000 63,091.28 757,095.36 5.5791 0.0100 0.0100
28 5,975,000 5,975,000 34,301.22 411,614.64 5.5791 0.0100 0.0100
29 4,035,000 4,035,000 23,164.09 277,969.08 5.5791 0.0100 0.0100
30 20,750,000 20,750,000 113,812.36 1,365,748.32 5.1691 0.0100 0.0100
31 19,640,000 19,640,000 108,696.23 1,304,354.76 5.2391 0.0100
16,970,000 16,970,000 97,563.43 1,170,761.16 0.0000 0.0100 0.0100
33 5,280,000 5,280,000 30,377.99 364,535.88 5.5991
34 4,160,000 4,160,000 23,934.18 287,210.16 5.5991 0.0100 0.0100
35 3,100,000 3,100,000 17,835.56 214,026.72 5.5991 0.0100 0.0100
36 2,800,000 2,800,000 16,109.54 193,314.48 5.5991 0.0100 0.0100
37 1,630,000 1,630,000 9,306.16 111,673.92 5.5291 0.0100 0.0100
40 15,391,318 15,500,000 107,324.10 1,287,889.20 5.5591 0.0100 0.0100
40.01 4,465,021 4,496,550
40.02 3,789,342 3,816,100
40.03 3,600,029 3,625,450
40.04 3,536,925 3,561,900
41 15,320,000 15,320,000 89,793.03 1,077,516.36 5.7191 0.0100 0.0100
44 14,500,000 14,500,000 83,974.38 1,007,692.56 5.6591 0.0100 0.0100
45 14,172,647 14,200,000 83,002.71 996,032.52 5.7041 0.0100
47 14,000,000 14,000,000 82,860.03 994,320.36 5.8591 0.0100 0.0100
49 13,400,000 13,400,000 74,660.66 895,927.92 5.3091 0.0100 0.0100
12,814,293 12,875,000 80,608.89 967,306.68 0.0000 0.0100
51 7,066,523 7,100,000 44,452.28 533,427.36 5.6091
52 5,747,770 5,775,000 36,156.61 433,879.32 5.6091 0.0100
54 12,500,000 12,500,000 5.3691 0.0100 0.0100
54.01 3,765,000 3,765,000
54.02 3,428,750 3,428,750
54.03 2,092,500 2,092,500
54.04 1,780,000 1,780,000
54.05 1,433,750 1,433,750
56 12,400,000 12,400,000 78,009.19 936,110.28 5.7291 0.0100 0.0100
56.01 5,650,370 5,650,370
56.02 2,468,530 2,468,530
56.03 2,285,010 2,285,010
56.04 1,996,090 1,996,090
59 11,464,703 11,500,000 70,359.33 844,311.96 6.1691 0.0100 0.0100
60 11,400,000 11,400,000 67,107.79 805,293.48 5.7591 0.0100 0.0100
61 11,350,000 11,350,000 65,731.67 788,780.04 5.6591 0.0100 0.0100
62 11,239,139 11,250,000 68,611.02 823,332.24 6.1391 0.0100 0.0100
65 10,850,000 10,850,000 69,151.21 829,814.52 6.5591 0.0100 0.0100
67 10,479,213 10,500,000 60,543.40 726,520.80 5.6191 0.0100 0.0100
68 10,437,410 10,500,000 62,481.04 749,772.48 5.9091 0.0100 0.0100
72 9,960,000 9,960,000 57,681.71 692,180.52 5.6591 0.0100 0.0100
73 9,847,100 9,847,100 4.8091 0.0100 0.0100
75 9,481,111 9,500,000 54,657.37 655,888.44 5.5991 0.0100 0.0100
77 9,000,000 9,000,000 51,610.37 619,324.44 5.5691 0.0100 0.0100
78 8,990,351 9,000,000 51,723.87 620,686.44 5.5491 0.0100 0.0100
81 8,490,887 8,500,000 48,850.33 586,203.96 5.5491 0.0100 0.0100
85 8,343,566 8,400,000 46,749.97 560,999.64 5.2991 0.0100 0.0100
85.01 4,690,853 4,722,581
85.02 3,652,713 3,677,419
86 8,334,031 8,360,000 50,769.21 609,230.52 6.0991 0.0100 0.0100
88 8,100,000 8,100,000 5.2891 0.0100
89 7,978,156 8,000,000 51,495.22 617,942.64 5.9291 0.0100
90 7,978,005 8,000,000 51,299.88 615,598.56 5.8791 0.0100
91 7,975,445 8,000,000 48,945.62 587,347.44 6.1691 0.0100 0.0100
92 7,875,000 7,875,000 44,911.22 538,934.64 5.5191 0.0100 0.0100
93 7,800,000 7,800,000 42,302.17 507,626.04 5.0691 0.0100 0.0100
97 7,257,000 7,257,000 5.0291 0.0100 0.0100
101 6,977,418 7,000,000 40,921.30 491,055.60 4.9791 0.0100 0.0100
102 6,901,375 6,950,000 48,201.55 578,418.60 5.5791 0.0100 0.0100
102.01 4,048,347 4,076,870
102.02 2,853,028 2,873,130
103 6,692,992 6,700,000 39,056.83 468,681.96 5.7191 0.0100 0.0100
106 6,181,068 6,200,000 38,053.58 456,642.96 6.1991 0.0100 0.0100
111 5,875,000 5,875,000 34,846.77 418,161.24 5.8791 0.0100 0.0100
111.01 3,838,333 3,838,333
111.02 2,036,667 2,036,667
112 5,840,000 5,840,000 32,176.39 386,116.68 5.2091 0.0100 0.0100
113 5,764,322 5,775,000 34,438.62 413,263.44 5.8791 0.0100 0.0100
119 5,400,000 5,400,000 30,525.22 366,302.64 5.4391 0.0100 0.0100
120 5,341,904 5,350,000 33,463.48 401,561.76 5.6691 0.0100 0.0100
124 4,994,476 5,000,000 28,232.80 338,793.60 5.4291 0.0100 0.0100
128 4,766,191 4,775,000 28,505.86 342,070.32 5.9391 0.0100 0.0100
128.01 3,439,601 3,445,958
128.02 1,326,590 1,329,042
131 4,685,697 4,700,000 28,908.15 346,897.80 6.2191 0.0100 0.0100
132 4,650,000 4,650,000 27,224.82 326,697.84 5.7591 0.0100 0.0100
4,612,000 4,612,000 27,149.22 325,790.64 0.0000 0.0100
133 2,312,000 2,312,000 13,609.93 163,319.16 5.7391
134 2,300,000 2,300,000 13,539.29 162,471.48 5.7391 0.0100
135 4,555,345 4,575,000 30,491.70 365,900.40 6.3391 0.0100 0.0100
137 4,480,000 4,480,000 27,119.64 325,435.68 6.0691 0.0100 0.0100
138 4,453,076 4,500,000 38,290.33 459,483.96 6.1091 0.0100 0.0100
141 4,292,014 4,300,000 25,587.47 307,049.64 5.8991 0.0100
141.01 508,449 509,395
141.02 497,930 498,856
141.03 497,930 498,856
141.04 473,384 474,265
141.05 469,877 470,752
141.06 469,877 470,752
141.07 462,864 463,725
141.08 455,851 456,699
141.09 455,851 456,699
144 4,195,455 4,200,000 24,005.49 288,065.88 5.5391 0.0100 0.0100
145 4,177,241 4,200,000 28,253.81 339,045.72 6.4391 0.0100 0.0100
147 4,052,356 4,075,000 25,170.04 302,040.48 6.2191 0.0100
150 3,986,649 4,000,000 23,216.02 278,592.24 5.6491 0.0100
153 3,842,834 3,850,000 22,885.05 274,620.60 5.8991 0.0100 0.0100
155 3,780,000 3,780,000 22,131.15 265,573.80 5.7591 0.0100 0.0100
157 3,674,732 3,700,000 26,125.17 313,502.04 5.7991 0.0100 0.0100
158 3,668,000 3,668,000 5.0291 0.0100 0.0100
159 3,600,000 3,600,000 20,215.11 242,581.32 5.3791 0.0100 0.0100
162 3,496,394 3,500,000 20,580.95 246,971.40 5.7991 0.0100 0.0100
163 3,467,898 3,480,000 19,671.81 236,061.72 5.4391 0.0100 0.0100
164 3,463,753 3,475,000 20,567.04 246,804.48 5.8591 0.0100 0.0100
166 3,275,887 3,300,000 18,944.61 227,335.32 5.5791 0.0100 0.0100
167 3,250,000 3,250,000 19,634.34 235,612.08 5.8041 0.0100 0.0100
168 3,194,020 3,215,000 18,193.95 218,327.40 5.4491 0.0100 0.0100
169 3,090,057 3,100,000 18,452.74 221,432.88 5.9121 0.0100 0.0100
170 3,078,853 3,100,000 21,906.41 262,876.92 5.8091 0.0100 0.0100
172 3,049,170 3,070,000 21,780.67 261,368.04 5.7881 0.0100
176 2,994,366 3,000,000 17,755.72 213,068.64 5.8091 0.0100 0.0100
177 2,981,196 3,000,000 17,366.41 208,396.92 5.6551 0.0100 0.0100
181 2,641,334 2,650,000 15,582.72 186,992.64 5.7991 0.0100 0.0100
182 2,604,233 2,613,000 15,116.22 181,394.64 5.6491 0.0100 0.0100
185 2,505,213 2,510,000 14,743.49 176,921.88 5.7891 0.0100 0.0100
186 2,500,000 2,500,000 14,844.41 178,132.92 5.8891 0.0100 0.0100
187 2,400,000 2,400,000 14,166.24 169,994.88 5.7441 0.0100
188 2,395,493 2,400,000 14,204.58 170,454.96 5.8591 0.0100 0.0100
189 2,393,436 2,400,000 15,433.91 185,206.92 5.8891 0.0100
190 2,388,857 2,400,000 15,185.69 182,228.28 5.7891 0.0100 0.0100
191 2,370,763 2,375,000 14,407.72 172,892.64 6.0891 0.0100 0.0100
192 2,293,544 2,300,000 14,580.85 174,970.20 5.8091 0.0100 0.0100
193 2,292,837 2,300,000 13,945.31 167,343.72 6.0841 0.0100 0.0100
195 2,156,006 2,160,000 12,880.94 154,571.28 5.9291 0.0100 0.0100
196 2,146,801 2,150,000 13,590.83 163,089.96 5.7791 0.0100 0.0100
198 2,096,126 2,100,000 12,536.61 150,439.32 5.9391 0.0100 0.0100
200 2,046,118 2,050,000 12,083.32 144,999.84 5.8211 0.0100 0.0100
201 2,045,933 2,050,000 11,807.43 141,689.16 5.6091 0.0100 0.0100
204 1,996,152 2,000,000 11,696.88 140,362.56 5.7491 0.0100 0.0100
205 1,995,651 2,000,000 14,282.51 171,390.12 5.8891 0.0100 0.0100
206 1,993,370 2,000,000 11,658.75 139,905.00 5.7191 0.0100 0.0100
207 1,991,476 2,000,000 11,582.67 138,992.04 5.6591 0.0100 0.0100
209 1,913,716 1,920,000 11,284.01 135,408.12 5.7441 0.0100
210 1,911,435 1,915,000 11,383.08 136,596.96 5.8491 0.0100 0.0100
211 1,896,739 1,900,000 11,735.72 140,828.64 6.2591 0.0100 0.0100
212 1,896,630 1,900,000 11,556.89 138,682.68 6.0241 0.0100
213 1,896,487 1,900,000 11,330.45 135,965.40 5.9291 0.0100 0.0100
215 1,889,068 1,900,000 12,323.16 147,877.92 5.9341 0.0100
216 1,889,018 1,900,000 12,288.23 147,458.76 5.9041 0.0100
217 1,875,000 1,875,000 10,823.17 129,878.04 5.6291 0.0100 0.0100
219 1,859,580 1,867,000 11,253.70 135,044.40 6.0291 0.0100 0.0100
220 1,800,000 1,800,000 5.4991 0.0100 0.0100
221 1,794,073 1,800,000 10,538.64 126,463.68 5.7091 0.0100
224 1,697,551 1,700,000 10,963.52 131,562.24 5.9891 0.0100 0.0100
225 1,696,995 1,700,000 10,356.88 124,282.56 6.1291 0.0100 0.0100
226 1,694,422 1,700,000 9,974.80 119,697.60 5.7791 0.0100 0.0100
227 1,646,867 1,650,000 9,712.97 116,555.64 5.8091 0.0100 0.0100
229 1,597,266 1,600,000 9,903.56 118,842.72 6.2791 0.0100 0.0100
230 1,585,190 1,600,000 9,245.89 110,950.68 5.6391 0.0100 0.0100
231 1,544,835 1,550,000 9,006.03 108,072.36 5.6891 0.0100 0.0100
232 1,517,880 1,525,000 9,612.31 115,347.72 5.7491 0.0100 0.0100
233 1,500,000 1,500,000 9,104.26 109,251.12 5.8491 0.0100 0.0100
234 1,447,247 1,450,000 8,535.64 102,427.68 5.8091 0.0100 0.0100
236 1,287,967 1,300,000 7,512.29 90,147.48 5.6391 0.0100 0.0100
238 1,197,879 1,200,000 7,310.74 87,728.88 6.0791 0.0100 0.0100
239 1,196,035 1,200,000 7,010.50 84,126.00 5.6991 0.0100
240 1,163,739 1,165,000 6,658.66 79,903.92 5.5391 0.0100 0.0100
241 1,146,259 1,150,000 6,784.32 81,411.84 5.8291 0.0100 0.0100
242 1,096,843 1,100,000 6,886.97 82,643.64 5.6791 0.0100 0.0100
243 1,047,275 1,050,000 6,946.01 83,352.12 6.1441 0.0100
244 996,763 1,000,000 5,918.57 71,022.84 5.8591 0.0100 0.0100
245 995,888 1,000,000 5,912.18 70,946.16 5.8491 0.0100 0.0100
NET MONTHLY
TRUSTEE AND SUB SERVICIN ADMIN. MORTGAGE PAYMENT
LOAN # PAYING AGENT FEE FEE RATE FEE % RATE % ACCRUAL TYPE TERM DATE REM. TERM
------ ---------------- -------- ----- ------ ------------ ---- ---- ---------
1 0.0009 0.0209 5.7227 Actual/360 60 1 58
3 0.0009 0.0209 5.2141 Actual/360 120 1 118
5 0.0009 0.0209 5.5191 Actual/360 120 1 117
11 0.0009 0.0200 0.0409 5.2411 Actual/360 120 1 116
12 0.0009 0.0209 5.9791 Actual/360 120 1 119
0.0000 0.0000 30/360 60 1
14 0.0009 0.0209 5.0291 30/360 60 1 57
15 0.0009 0.0209 4.8091 30/360 60 1 57
16 0.0009 0.0209 4.8091 30/360 60 1 60
18 0.0009 0.0700 0.0809 6.0038 Actual/360 120 1 117
19 0.0009 0.1000 0.1109 5.5391 Actual/360 120 1 119
19.01
19.02
19.03
23 0.0009 0.0209 4.8091 30/360 60 1 58
0.0000 0.0000 Actual/360 120 1 117
27 0.0009 0.0209 5.5791 Actual/360 120 1 117
28 0.0009 0.0209 5.5791 Actual/360 120 1 117
29 0.0009 0.0209 5.5791 Actual/360 120 1 117
30 0.0009 0.0209 5.1691 Actual/360 120 1 116
31 0.0009 0.0200 0.0309 5.2391 Actual/360 120 1 115
0.0009 0.0000 0.0000 Actual/360 120 1 117
33 0.0209 5.5991 Actual/360 120 1 117
34 0.0009 0.0209 5.5991 Actual/360 120 1 117
35 0.0009 0.0209 5.5991 Actual/360 120 1 117
36 0.0009 0.0209 5.5991 Actual/360 120 1 117
37 0.0009 0.0209 5.5291 Actual/360 120 1 117
40 0.0009 0.0209 5.5591 Actual/360 120 1 117
40.01
40.02
40.03
40.04
41 0.0009 0.0500 0.0709 5.7191 Actual/360 120 1 117
44 0.0009 0.0209 5.6591 Actual/360 120 1 116
45 0.0009 0.0500 0.0609 5.7041 Actual/360 120 1 118
47 0.0009 0.0209 5.8591 Actual/360 120 1 119
49 0.0009 0.0209 5.3091 Actual/360 74 1 73
0.0009 0.0800 0.0000 0.0000 Actual/360 120 1 117
51 0.0909 5.6091 Actual/360 120 1 117
52 0.0009 0.0800 0.0909 5.6091 Actual/360 120 1 117
54 0.0009 0.0209 5.3691 Actual/360 120 1 117
54.01
54.02
54.03
54.04
54.05
56 0.0009 0.0209 5.7291 Actual/360 120 1 117
56.01
56.02
56.03
56.04
59 0.0009 0.0209 6.1691 Actual/360 120 1 117
60 0.0009 0.0500 0.0709 5.7591 Actual/360 120 1 118
61 0.0009 0.0209 5.6591 Actual/360 84 1 81
62 0.0009 0.0209 6.1391 Actual/360 60 1 59
65 0.0009 0.0209 6.5591 Actual/360 60 1 60
67 0.0009 0.0209 5.6191 Actual/360 120 1 118
68 0.0009 0.0209 5.9091 Actual/360 120 1 114
72 0.0009 0.0209 5.6591 Actual/360 120 1 118
73 0.0009 0.0209 4.8091 30/360 60 1 58
75 0.0009 0.0209 5.5991 Actual/360 120 1 118
77 0.0009 0.0209 5.5691 Actual/360 120 1 116
78 0.0009 0.0400 0.0609 5.5491 Actual/360 120 1 119
81 0.0009 0.0400 0.0609 5.5491 Actual/360 120 1 119
85 0.0009 0.0209 5.2991 Actual/360 120 1 114
85.01
85.02
86 0.0009 0.0209 6.0991 Actual/360 120 1 117
88 0.0009 0.0500 0.0609 5.2891 Actual/360 112 1 111
89 0.0009 0.0500 0.0609 5.9291 Actual/360 120 1 118
90 0.0009 0.0600 0.0709 5.8791 Actual/360 120 1 118
91 0.0009 0.0209 6.1691 Actual/360 120 1 117
92 0.0009 0.0209 5.5191 Actual/360 120 1 118
93 0.0009 0.0209 5.0691 Actual/360 120 1 113
97 0.0009 0.0209 5.0291 30/360 60 1 57
101 0.0009 0.0209 4.9791 Actual/360 120 1 118
102 0.0009 0.0209 5.5791 Actual/360 120 1 117
102.01
102.02
103 0.0009 0.0209 5.7191 Actual/360 120 1 119
106 0.0009 0.0209 6.1991 Actual/360 120 1 117
111 0.0009 0.0209 5.8791 Actual/360 120 1 118
111.01
111.02
112 0.0009 0.0209 5.2091 Actual/360 120 1 114
113 0.0009 0.0500 0.0709 5.8791 Actual/360 120 1 118
119 0.0009 0.0209 5.4391 Actual/360 120 1 117
120 0.0009 0.0209 5.6691 Actual/360 120 1 119
124 0.0009 0.0209 5.4291 Actual/360 120 1 119
128 0.0009 0.0209 5.9391 Actual/360 120 1 118
128.01
128.02
131 0.0009 0.0209 6.2191 Actual/360 120 1 117
132 0.0009 0.0209 5.7591 Actual/360 120 1 118
0.0009 0.0800 0.0000 0.0000 Actual/360 120 1 117
133 0.0909 5.7391 Actual/360 120 1 117
134 0.0009 0.0800 0.0909 5.7391 Actual/360 120 1 117
135 0.0009 0.0209 6.3391 Actual/360 120 1 117
137 0.0009 0.0209 6.0691 Actual/360 120 1 118
138 0.0009 0.0209 6.1091 Actual/360 60 1 57
141 0.0009 0.0200 0.0309 5.8991 Actual/360 120 1 118
141.01
141.02
141.03
141.04
141.05
141.06
141.07
141.08
141.09
144 0.0009 0.0209 5.5391 Actual/360 120 1 119
145 0.0009 0.0209 6.4391 Actual/360 120 1 116
147 0.0009 0.0500 0.0609 6.2191 Actual/360 120 1 114
150 0.0009 0.0400 0.0509 5.6491 Actual/360 120 1 117
153 0.0009 0.0209 5.8991 Actual/360 120 1 118
155 0.0009 0.0209 5.7591 Actual/360 120 1 118
157 0.0009 0.0209 5.7991 Actual/360 120 1 117
158 0.0009 0.0209 5.0291 30/360 60 1 57
159 0.0009 0.0209 5.3791 Actual/360 120 1 117
162 0.0009 0.0209 5.7991 Actual/360 120 1 119
163 0.0009 0.0209 5.4391 Actual/360 120 1 117
164 0.0009 0.0209 5.8591 Actual/360 120 1 117
166 0.0009 0.0209 5.5791 Actual/360 120 1 113
167 0.0009 0.0209 5.8041 Actual/360 120 1 117
168 0.0009 0.0209 5.4491 Actual/360 120 1 114
169 0.0009 0.0209 5.9121 Actual/360 120 1 117
170 0.0009 0.0209 5.8091 Actual/360 120 1 117
172 0.0009 0.0800 0.0909 5.7881 Actual/360 120 1 117
176 0.0009 0.0500 0.0709 5.8091 Actual/360 120 1 118
177 0.0009 0.0209 5.6551 Actual/360 120 1 114
181 0.0009 0.0209 5.7991 Actual/360 120 1 117
182 0.0009 0.0209 5.6491 Actual/360 120 1 117
185 0.0009 0.0209 5.7891 Actual/360 120 1 118
186 0.0009 0.0209 5.8891 Actual/360 120 1 119
187 0.0009 0.1000 0.1109 5.7441 Actual/360 120 1 118
188 0.0009 0.0209 5.8591 Actual/360 120 1 118
189 0.0009 0.0800 0.0909 5.8891 Actual/360 120 1 118
190 0.0009 0.0209 5.7891 Actual/360 120 1 117
191 0.0009 0.0209 6.0891 Actual/360 120 1 118
192 0.0009 0.0209 5.8091 Actual/360 120 1 118
193 0.0009 0.0209 6.0841 Actual/360 120 1 117
195 0.0009 0.0209 5.9291 Actual/360 120 1 118
196 0.0009 0.0209 5.7791 Actual/360 120 1 119
198 0.0009 0.0209 5.9391 Actual/360 120 1 118
200 0.0009 0.0209 5.8211 Actual/360 120 1 118
201 0.0009 0.0209 5.6091 Actual/360 120 1 118
204 0.0009 0.0209 5.7491 Actual/360 120 1 118
205 0.0009 0.0500 0.0709 5.8891 Actual/360 120 1 119
206 0.0009 0.0209 5.7191 Actual/360 120 1 117
207 0.0009 0.0209 5.6591 Actual/360 120 1 116
209 0.0009 0.0600 0.0709 5.7441 Actual/360 120 1 117
210 0.0009 0.0500 0.0709 5.8491 Actual/360 120 1 118
211 0.0009 0.0209 6.2591 Actual/360 120 1 118
212 0.0009 0.1000 0.1109 6.0241 Actual/360 120 1 118
213 0.0009 0.0209 5.9291 Actual/360 120 1 118
215 0.0009 0.1250 0.1359 5.9341 Actual/360 120 1 116
216 0.0009 0.1250 0.1359 5.9041 Actual/360 120 1 116
217 0.0009 0.0209 5.6291 Actual/360 120 1 117
219 0.0009 0.0209 6.0291 Actual/360 120 1 116
220 0.0009 0.0209 5.4991 Actual/360 120 1 118
221 0.0009 0.0600 0.0709 5.7091 Actual/360 120 1 117
224 0.0009 0.0209 5.9891 Actual/360 120 1 119
225 0.0009 0.0209 6.1291 Actual/360 120 1 118
226 0.0009 0.0209 5.7791 Actual/360 120 1 117
227 0.0009 0.0209 5.8091 Actual/360 120 1 118
229 0.0009 0.0209 6.2791 Actual/360 120 1 118
230 0.0009 0.0209 5.6391 Actual/360 120 1 111
231 0.0009 0.0209 5.6891 Actual/360 120 1 117
232 0.0009 0.0209 5.7491 Actual/360 120 1 117
233 0.0009 0.0209 5.8491 Actual/360 120 1 116
234 0.0009 0.0209 5.8091 Actual/360 120 1 118
236 0.0009 0.0209 5.6391 Actual/360 120 1 111
238 0.0009 0.0500 0.0709 6.0791 Actual/360 120 1 118
239 0.0009 0.0500 0.0609 5.6991 Actual/360 120 1 117
240 0.0009 0.0209 5.5391 Actual/360 120 1 119
241 0.0009 0.0209 5.8291 Actual/360 120 1 117
242 0.0009 0.0209 5.6791 Actual/360 120 1 118
243 0.0009 0.1250 0.1359 6.1441 Actual/360 120 1 118
244 0.0009 0.0209 5.8591 Actual/360 120 1 117
245 0.0009 0.0209 5.8491 Actual/360 120 1 116
MATURITY/ AMORT ARD ENVIRONMENTAL CROSS
LOAN # ARD DATE TERM REM. AMORT TITLE TYPE ARD LOAN STEP UP INSURANCE DEFAULTED
------ --------- ---- ---------- ---------- -------- ------- --------- ---------
1 3/1/2011 360 358 Fee No No
3 3/1/2016 0 0 Fee/Leasehold No No
5 2/1/2016 360 360 Leasehold No No
11 1/1/2016 360 360 Fee/Leasehold No No
12 4/1/2016 360 360 Fee No No
0 0 Fee/Leasehold No No Yes (1)
14 2/1/2011 0 0 Fee No No Yes (1)
15 2/1/2011 0 0 Fee No No Yes (1)
16 5/1/2011 0 0 Leasehold No No Yes (1)
18 2/1/2016 360 360 Fee No No
19 4/1/2016 360 359 Fee No No
19.01 Fee No
19.02 Fee No
19.03 Fee No
23 3/1/2011 0 0 Fee No No
2/1/2016 360 360 Fee No No Yes (2)
27 2/1/2016 360 360 Fee No No Yes (2)
28 2/1/2016 360 360 Fee No No Yes (2)
29 2/1/2016 360 360 Fee No No Yes (2)
30 1/1/2016 360 360 Fee No No
31 12/1/2015 360 360 Fee No No
2/1/2016 360 360 Fee No No Yes (3)
33 2/1/2016 360 360 Fee No No Yes (3)
34 2/1/2016 360 360 Fee No No Yes (3)
35 2/1/2016 360 360 Fee No No Yes (3)
36 2/1/2016 360 360 Fee No No Yes (3)
37 2/1/2016 360 360 Fee No No Yes (3)
40 2/1/2016 240 237 Fee/Leasehold No No
40.01 Fee No
40.02 Fee No
40.03 Leasehold No
40.04 Fee No
41 2/1/2016 360 360 Fee No No
44 1/1/2016 360 360 Fee Yes Interest Rate + 2% No
45 3/1/2016 360 358 Fee No No
47 4/1/2016 360 360 Fee No No
49 6/1/2012 360 360 Fee/Leasehold Yes Interest Rate + 2% No
2/1/2016 300 297 Fee No No Yes (4)
51 2/1/2016 300 297 Fee No No Yes (4)
52 2/1/2016 300 297 Fee No No Yes (4)
54 2/1/2016 0 0 Fee No No
54.01 Fee No
54.02 Fee No
54.03 Fee No
54.04 Fee No
54.05 Fee No
56 2/1/2016 300 300 Fee No No
56.01 Fee No
56.02 Fee No
56.03 Fee No
56.04 Fee No
59 2/1/2016 360 357 Fee No No
60 3/1/2016 360 360 Fee No No
61 2/1/2013 360 360 Fee No No
62 4/1/2011 360 359 Fee No No
65 5/1/2011 360 360 Fee No No
67 3/1/2016 360 358 Fee No No
68 11/1/2015 360 354 Fee No No
72 3/1/2016 360 360 Fee No No
73 3/1/2011 0 0 Fee No No
75 3/1/2016 360 358 Fee No No
77 1/1/2016 360 360 Fee No No
78 4/1/2016 360 359 Fee No No
81 4/1/2016 360 359 Leasehold No No
85 11/1/2015 360 354 Fee No No
85.01 Fee No
85.02 Fee No
86 2/1/2016 360 357 Fee No No
88 8/1/2015 0 0 Fee No No
89 3/1/2016 300 298 Fee No No
90 3/1/2016 300 298 Fee No No
91 2/1/2016 360 357 Fee No No
92 3/1/2016 360 360 Fee No No
93 10/1/2015 360 360 Leasehold No No
97 2/1/2011 0 0 Fee No No
101 3/1/2016 300 298 Fee No No
102 2/1/2016 240 237 Fee No No
102.01 Fee No
102.02 Fee No
103 4/1/2016 360 359 Fee No No
106 2/1/2016 360 357 Fee No No
111 3/1/2016 360 360 Fee No No
111.01 Fee No
111.02 Fee No
112 11/1/2015 360 360 Fee No No
113 3/1/2016 360 358 Fee No No
119 2/1/2016 360 360 Fee/Leasehold No No
120 4/1/2016 300 299 Fee No No
124 4/1/2016 360 359 Fee No No
128 3/1/2016 360 358 Fee No No
128.01 Fee No
128.02 Fee No
131 2/1/2016 360 357 Fee No No
132 3/1/2016 360 360 Fee No No
2/1/2016 360 360 Fee No No Yes (5)
133 2/1/2016 360 360 Fee No No Yes (5)
134 2/1/2016 360 360 Fee No No Yes (5)
135 2/1/2016 300 297 Fee No No
137 3/1/2016 360 360 Fee No No
138 2/1/2011 180 177 Fee No No
141 3/1/2016 360 358 Fee No No
141.01 Fee No
141.02 Fee No
141.03 Fee No
141.04 Fee No
141.05 Fee No
141.06 Fee No
141.07 Fee No
141.08 Fee No
141.09 Fee No
144 4/1/2016 360 359 Fee No No
145 1/1/2016 300 296 Fee No No
147 11/1/2015 360 354 Fee No No
150 2/1/2016 360 357 Fee No No
153 3/1/2016 360 358 Fee No No
155 3/1/2016 360 360 Fee No No
157 2/1/2016 240 237 Fee No No
158 2/1/2011 0 0 Fee No No
159 2/1/2016 360 360 Fee No No
162 4/1/2016 360 359 Fee No No
163 2/1/2016 360 357 Fee No No
164 2/1/2016 360 357 Fee No No
166 10/1/2015 360 353 Fee No No
167 2/1/2016 336 336 Fee No No
168 11/1/2015 360 354 Fee No No
169 2/1/2016 360 357 Fee No No
170 2/1/2016 240 237 Fee No No
172 2/1/2016 240 237 Fee No No
176 3/1/2016 360 358 Fee No No
177 11/1/2015 360 354 Fee No No
181 2/1/2016 360 357 Fee No No
182 2/1/2016 360 357 Fee No No
185 3/1/2016 360 358 Fee No No
186 4/1/2016 360 360 Fee No No
187 3/1/2016 360 360 Fee No No
188 3/1/2016 360 358 Fee No No
189 3/1/2016 300 298 Fee No No
190 2/1/2016 300 297 Fee No No
191 3/1/2016 360 358 Fee No No
192 3/1/2016 300 298 Fee No No
193 2/1/2016 360 357 Fee No No
195 3/1/2016 360 358 Fee No No
196 4/1/2016 300 299 Fee No No
198 3/1/2016 360 358 Fee No No
200 3/1/2016 360 358 Fee No No
201 3/1/2016 360 358 Fee No No
204 3/1/2016 360 358 Fee No No
205 4/1/2016 240 239 Fee No No
206 2/1/2016 360 357 Fee No No
207 1/1/2016 360 356 Fee No No
209 2/1/2016 360 357 Fee No No
210 3/1/2016 360 358 Fee No No
211 3/1/2016 360 358 Fee No No
212 3/1/2016 360 358 Fee No No
213 3/1/2016 360 358 Fee No No
215 1/1/2016 300 296 Fee No No
216 1/1/2016 300 296 Fee No No
217 2/1/2016 360 360 Fee No No
219 1/1/2016 360 356 Fee No No
220 3/1/2016 0 0 Fee No No
221 2/1/2016 360 357 Fee No No
224 4/1/2016 300 299 Fee No No
225 3/1/2016 360 358 Fee No No
226 2/1/2016 360 357 Fee No No
227 3/1/2016 360 358 Fee No No
229 3/1/2016 360 358 Fee No No
230 8/1/2015 360 351 Fee No No
231 2/1/2016 360 357 Fee No No
232 2/1/2016 300 297 Fee No No
233 1/1/2016 336 336 Fee No No
234 3/1/2016 360 358 Fee No No
236 8/1/2015 360 351 Fee No No
238 3/1/2016 360 358 Fee No No
239 2/1/2016 360 357 Fee No No
240 4/1/2016 360 359 Fee No No
241 2/1/2016 360 357 Fee No No
242 3/1/2016 300 298 Fee No No
243 3/1/2016 300 298 Fee No No
244 2/1/2016 360 357 Fee No No
245 1/1/2016 360 356 Fee No No
PARTIAL UPFRONT UPFRONT
CROSS DEFEASANCE DEFEASANCE LETTER OF LOCKBOX IN HOLDBACK ENGINEERING CAPEX
LOAN # COLLATERALIZED ALLOWED ALLOWED CREDIT PLACE AMOUNT RESERVE ($) RESERVE ($)
------ -------------- ---------- ---------- ------ ----- ------ ----------- -----------
1 No Yes No Yes
3 No No No Yes
5 No Yes No Yes 43,942
11 Yes Yes No Yes 500,000
12 No No No Yes
Yes (1) No No No No
14 Yes (1) No No No No
15 Yes (1) No No No No
16 Yes (1) No No No No
18 No Yes No Yes
19 No Yes No No
19.01
19.02
19.03
23 No No No No
Yes (2) No Yes No Yes
27 Yes (2) No Yes No Yes
28 Yes (2) No Yes No Yes
29 Yes (2) No Yes No Yes
30 No Yes No Yes
31 No Yes No Yes 78,438
Yes (3) No Yes No No
33 Yes (3) No Yes No No
34 Yes (3) No Yes No No
35 Yes (3) No Yes No No
36 Yes (3) No Yes No No
37 Yes (3) No Yes No No
40 Yes Yes No No
40.01
40.02
40.03
40.04
41 No Yes No No
44 No Yes No Yes
45 No No No No
47 No Yes No No
49 No Yes No Yes 25,682
Yes (4) No Yes No No
51 Yes (4) No Yes No No
52 Yes (4) No Yes No No
54 Yes Yes No No 108,438
54.01
54.02
54.03
54.04
54.05
56 Yes Yes No No
56.01
56.02
56.03
56.04
59 No Yes No Yes 476,875
60 No No No No
61 No Yes No No
62 No Yes No No
65 No Yes No No
67 No Yes No No 500,000
68 No Yes No No
72 No Yes No No
73 No No No No
75 No Yes No No
77 No Yes Yes Yes 10,000
78 No Yes No No
81 No Yes No No
85 No Yes No No 34,228
85.01
85.02
86 No Yes No No 23,781
88 No Yes No No
89 No Yes No No
90 No Yes No No
91 No Yes No Yes
92 No Yes No No
93 No Yes No No
97 No No No No
101 No Yes No No
102 Yes Yes No No
102.01
102.02
103 No Yes No No
106 No Yes No No 256,250
111 No Yes No No
111.01
111.02
112 No Yes No No
113 No Yes No No 3,750
119 No Yes No No
120 No Yes No No
124 No Yes No No
128 No Yes No No 38,125
128.01
128.02
131 No Yes No No
132 No Yes No No
Yes (5) No Yes No No 25,000
133 Yes (5) No Yes No No 25,000
134 Yes (5) No Yes No No
135 No Yes No No
137 No Yes No No
138 No Yes No No 5,000
141 No Yes No No
141.01
141.02
141.03
141.04
141.05
141.06
141.07
141.08
141.09
144 No Yes Yes No
145 No Yes No No 6,875
147 No Yes No No
150 No Yes No No
153 No Yes No No 32,710
155 No Yes No No
157 No Yes No No
158 No No No No
159 No Yes No No
162 No Yes No No
163 No Yes No No
164 No Yes No No
166 No Yes Yes No
167 No Yes No No
168 No Yes No No
169 No Yes No Yes
170 No Yes No Yes
172 No Yes No No
176 No Yes No No
177 No Yes No No 9,000
181 No Yes No No
182 No Yes No No
185 No Yes No No
186 No Yes No No
187 No Yes No No
188 No Yes Yes No
189 No Yes No No 19,500
190 No Yes No No
191 No Yes No No
192 No Yes No No
193 No Yes Yes Xx
000 Xx Xxx Xx Xx 000
000 Xx Yes No No
198 No Yes No No
200 No Yes No No
201 No Yes No No
204 No Yes No No
205 No Yes No No
206 No Yes No No
207 No Yes No No
209 No Yes No No 7,813
210 No Yes No No
211 No Yes No No 1,775
212 No Yes No No
213 No Yes No No
215 No Yes No No
216 No Yes Yes No
217 No Yes No No
219 No Yes No No
220 No Yes No No
221 No Yes Yes No
224 No Yes No No
225 No Yes No No
226 No Yes Yes No
227 No No No No
229 No Yes No No 8,363
230 No Yes No No
231 No Yes No No
232 No Yes Yes Yes
233 No Yes No No
234 No No No No
236 No Yes No No
238 No Yes No No
239 No Yes No No
240 No Yes No No
241 No Yes No No
242 No Yes No No
243 No Yes No No
244 No Yes No No
245 No Yes No No
UPFRONT UPFRONT UPFRONT UPFRONT UPFRONT MONTHLY MONTHLY MONTHLY
ENVIR. TI/LC RE TAX INS. OTHER CAPEX CAPEX TI/LC
LOAN # RESERVE ($) RESERVE ($) RESERVE ($) RESERVE ($) RESERVE ($) RESERVE ($) RESERVE CAP ($) RESERVE ($)
------ ----------- ----------- ----------- ----------- ----------- ----------- --------------- -----------
1 256,537
3
5 148,252 5,442 65,300
11 2,500,000 763,476 26,266 777,514 8,997
12 1,300,000 80,428
14
15
16
18 195,604 22,318 31,646
19 51,583 48,770 2,469
19.01
19.02
19.03
23
54,383 13,858 482,226 599
27 27,893 7,167 252,365 413
28 12,612 3,286 137,205 79
29 13,878 3,404 92,656 107
30 94,437 13,028 2,525,608 2,121
31 209,715 324,690 2,829 693,000 3,485
35,000 95,078 25,811 771,102
33 7,374 16,349 753,602
34 34,977 2,125
35 8,189 3,142 17,500
36 35,000 32,969 2,097
37 11,568 2,097
40 31,926 21,897
40.01
40.02
40.03
40.04
41 54,848 10,250 10,000 6,333
44 1,200,000 25,069 19,269 1,121
45 69,832 19,349 2,740 553,300
47 111,301 48,559 4,817
49 289,592 88,747 891,705 1,772
52,536 9,282 Various
51 27,916 5,681 4% of Gross Revenues
52 24,621 3,601 6,540
54
54.01
54.02
54.03
54.04
54.05
56 73,763 13,363 12,542 150,500
56.01
56.02
56.03
56.04
59 30,523 48,360 5,500
60 28,710 291
61 26,446 617
62 96,373 14,099 932
65 29,257 15,187 800 19,210
67 21,712 1,174 42,300
68 21,215 4,663 2,564 90,000
72 49,049 3,788 1,084 38,954
73
75
77 45,797 3,067 1,430
78
81
85 42,923 10,834 1,061 38,178
85.01
85.02
86 6,174 32,468 3,875
88 7,767 5,010 1,785 725,600 540 20,520
89 38,573 8,561 225,000
90 37,618 9,529 225,000
91 24,454 11,882 2,771
92 38,178 6,768 500 29,000
93
97
101
102 40,735 10,039
102.01
102.02
103 68,132 2,551 15,000 728 25,000
106 11,782 21,060 2,583
111 761 412 14,820
111.01
111.02
112 53,627 2,090 10,042 1,597 33,000
113 6,930 525
119 53,156 3,029 1,494 53,000
120 99,076 12,246
124 39,642 4,691 625
128 12,939 1,922 150,000 809
128.01
128.02
131 14,495 67,504 208
132 13,443 1,317 586
24,539 5,555
133 10,025 2,333
134 14,514 3,222
135 32,520 11,489 5,667
137 24,803 5,023 2,500 90,000
138 25,978 20,606 4,500
141 16,410 3,818 746 37,570
141.01
141.02
141.03
141.04
141.05
141.06
141.07
141.08
141.09
144 387 20,484 461 17,000
145 1,643 27,264 2,720
147 6,167 7,691 8,716 352,000
150 10,000 19,171 1,115 28,000 369
153 7,627 1,672 102,820
155 32,075 8,041 1,043
157 18,490 1,726 426
158
159 46,875 68,948
162 12,041 2,142 55,000 265
163 118,516
164 13,039 2,742 373
166 8,357 4,444
167 3,338 5,473 621
168 66,647 3,541 2,083
169 2,006 550
170 38,272 1,070 435 15,642
172 51,562 2,113 256 197
176 20,500 2,114 15,898 203
177 18,275 3,635 3,075
181 5,877 11,423 2,404
182 11,041 1,603 839 30,186
185 4,879 579 497 17,880
186 5,456 587 21,147
187 3,663 325
188 11,535 2,189 333 19,960
189 15,061 1,690 934
190 7,744 4,656 559
191 15,347 1,965 464
192 2,071 1,330 1,098
193 5,212 3,041 249
195 5,106 2,788 993
196 35,988 6,298
198 12,172 18,751 1,375
200 10,997 4,738 2,270
201 11,128 4,310 1,000
204 16,998 1,818 118
205 2,605 3,589 519
206
207 9,565 2,561 404
209 1,689 527 250 15,000
210 3,014 455 99
211 6,961 5,573 834
212 17,905 3,562 508
213 2,869 805 439 15,789
215 40,000 4,390 3,273 248
216 156
217 7,114 6,658 225,000 225
219 1,204 545 148
220
221 3,383 836 14,140
224 32,424 1,128 555
225 2,048 195
226 17,594 2,427 236 8,508
227 11,550 1,103 15,000 82
229 4,941 5,158 595
230 12,527 1,304 772
231 10,571 251
232 2,681 4,863 307
233 8,975 11,306 940
234 16,456 3,235 86
236 4,977 1,942 788
238 18,542 5,944 141
239 2,739 1,238 571
240 3,458 445 99 3,600
241 2,376 795 673 40,385
242 7,707 2,219 210
243 2,767 1,915 551 2,203
244 547
245 5,414 4,619 340
MONTHLY MONTHLY MONTHLY MONTHLY
TI/LC RE TAX INS. OTHER GRACE
LOAN # RESERVE CAP ($) RESERVE ($) RESERVE ($) RESERVE ($) PERIOD
------ --------------- ----------- ----------- ----------- ------
1 5
3 5
5 21,179 5
11 95,435 13,133 5
12 40,214 5
5
14 5
15 5
16 5
18 48,901 11,159 5
19 9,952 25,791 6,096 5
19.01
19.02
19.03
23 5
8,400 1,260 5
27 3,985 652 5
28 2,102 299 5
29 2,313 309 5
30 23,609 1,448 5
31 34,329 2,829 5
20,764 3,386 5
33 1,475 2,044 5
34 8,744 425 5
35 1,638 393 5
36 6,594 262 5
37 2,314 262 5
40 7,982 5
40.01
40.02
40.03
40.04
41 27,424 5,125 5
44 8,356 2,141 5
45 10,910 13,966 2,150 5
47 18,550 5,395 5
49 4,167 22,187 3,469 5
17,512 3,094 5
51 9,305 1,894 5
52 8,207 1,200 5
54 5
54.01
54.02
54.03
54.04
54.05
56 7,473 12,294 7
56.01
56.02
56.03
56.04
59 15,261 4,836 5
60 971 5,742 5
61 4,408 5
62 24,093 2,014 5
65 4,002 14,628 1,687 5
67 5,371 15,528 2,412 5
68 8,481 10,608 4,663 5
72 16,350 1,894 5
73 5
75 5
77 11,449 1,534 5
78 5
81 5
85 1,063 7,154 2,167 5
85.01
85.02
86 6,174 3,247 5
88 3,037 5,010 357 5
89 12,858 5
90 12,539 5
91 8,044 2,376 5
92 2,387 5,454 615 5
93 5
97 5
101 5
102 8,147 5
102.01
102.02
103 13,626 850 5
106 3,927 2,106 5
111 2,155 5,857 381 5
111.01
111.02
112 4,774 13,407 418 5
113 6,642 630 5
119 7,356 8,859 1,010 5
120 4,476 9,908 5
124 9,911 1,173 5
128 2,709 6,470 1,922 5
128.01
128.02
131 1,453 2,614 2,899 5
132 1,950 4,481 659 5
11,301 4,090 5
133 4,341 1,671 5
134 6,960 2,419 5
135 8,130 2,298 5
137 12,401 2,511 5
138 8,313 25,978 6,869 5
141 751 1,909 5
141.01
141.02
141.03
141.04
141.05
141.06
141.07
141.08
141.09
144 387 5
145 821 3,029 5
147 6,167 7,691 5
150 1,398 3,834 557 5
153 1,267 2,947 636 5
155 6,415 2,680 5
157 3,698 575 5
158 5
159 7,661 5
162 1,576 4,014 428 5
163 5
164 1,707 6,519 914 5
166 2,786 889 5
167 1,113 684 5
168 6,059 1,180 5
169 1,147 3,668 1,003 5
170 1,531 5,467 267 5
172 352 256 5
176 1,257 2,600 264 5
177 6,092 1,817 5
181 1,959 1,632 5
182 5,521 801 5
185 1,220 289 5
186 7,319 606 5
187 1,221 347 5
188 1,630 1,153 274 5
189 4,732 5,020 845 5
190 3,872 582 5
191 2,524 5,116 655 5
192 372 414 222 5
193 696 1,737 507 5
195 2,553 1,394 5
196 2,947 3,599 5
198 4,057 1,705 5
200 2,749 948 5
201 5,564 862 5
204 710 3,400 260 5
205 2,605 326 5
206 5
207 1,530 3,188 1,281 1,190 5
209 651 1,689 264 5
210 347 502 228 5
211 1,392 697 5
212 2,984 509 5
213 2,869 403 5
215 991 2,195 655 5
216 917 5
217 1,051 2,371 740 5
219 837 602 273 5
220 5
221 846 418 5
224 1,594 4,632 564 5
225 908 3,837 683 5
226 3,519 347 5
227 459 2,310 368 5
229 988 645 5
230 1,566 652 5
231 993 1,762 508 5
232 1,340 540 5
233 632 4,488 1,615 5
234 623 2,743 404 5
236 553 971 5
238 520 1,686 540 5
239 1,369 103 5
240 625 1,153 222 5
241 525 1,188 397 5
242 877 2,569 222 5
243 395 638 5
244 2,944 470 5
245 1,191 2,707 577 5
