MORTGAGE LOAN PURCHASE AGREEMENT
(XXXXX FARGO LOANS)
Mortgage Loan Purchase Agreement ("Agreement"), dated as of
July 1, 1999, between Xxxxx Fargo Bank, National Association (the "Seller"), and
Bear Xxxxxxx Commercial Mortgage Securities Inc. (the "Purchaser").
The Seller agrees to sell and the Purchaser agrees to purchase
certain mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans") as
described herein. The Purchaser will convey the Mortgage Loans to a trust (the
"Trust") created pursuant to a Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), to be dated as of July 1, 1999 (the "Cut-Off Date"),
between the Purchaser, as depositor, Xxxxx Fargo Bank, National Association, as
servicer (the "Servicer"), GMAC Commercial Mortgage Corporation, as special
servicer (the "Special Servicer"), Norwest Bank, Minnesota, National
Association, as paying agent, LaSalle National Bank, as trustee (the "Trustee")
and ABN Amro Bank, N.V., as fiscal agent (the "Fiscal Agent"). In exchange for
the Mortgage Loans and certain other mortgage loans (the "Bear Xxxxxxx Mortgage
Loans"), the Trust will issue to the Purchaser pass-through certificates to be
known as and Bear Xxxxxxx Commercial Mortgage Securities Inc., Commercial
Mortgage Pass-Through Certificates, Series 1999-WF2 (the "Certificates"). The
Certificates will be issued pursuant to the Pooling and Servicing Agreement.
Capitalized terms used herein but not defined herein shall
have the meanings assigned to them in the Pooling and Servicing Agreement.
The Class A-1, Class A-2, Class B, Class C, Class D, Class E,
Class F and Class X Certificates (the "Public Certificates") will be sold by the
Purchaser to Bear Xxxxxxx & Co., Inc. ("Bear Xxxxxxx"), Xxxxxx Xxxxxxx & Co.
Incorporated ("Xxxxxx") and Norwest Investment Services, Inc. ("Norwest")
(collectively, the "Initial Purchasers") pursuant to an Underwriting Agreement,
between the Purchaser and the Initial Purchasers, dated as of June __, 1999 (the
"Underwriting Agreement") and the Class G, Class H, Class I, Class J, Class K,
Class L, Class M, Class R-I, Class R-II and Class R-III Certificates (the
"Private Certificates") will be sold by the Purchaser to Bear Xxxxxxx pursuant
to a Certificate Purchase Agreement, between the Purchaser and Bear Xxxxxxx,
dated as of June 15, 1999 (the "Certificate Purchase Agreement"). The Initial
Purchasers will offer the Public Certificates for sale publicly pursuant to a
Prospectus dated August 18, 1998 ("the "Prospectus"), as supplemented by a
preliminary Prospectus Supplement dated June 9, 1999 (such Prospectus,
preliminary Prospectus Supplement and the diskette delivered therewith,
collectively, the "Preliminary Prospectus Supplement") and as further
supplemented and amended by a final Prospectus Supplement dated June 15, 1999
(such Prospectus, final Prospectus Supplement and the diskette delivered
therewith, collectively, the "Final Prospectus Supplement"), and Bear Xxxxxxx
will offer the Private Certificates for sale in transactions exempt from the
registration requirements of the Securities Act of 1933 pursuant to a Private
Placement Memorandum to be dated June 15, 1999 (the "Memorandum").
In consideration of the mutual agreements contained herein,
the Seller and the Purchaser hereby agree as follows:
SECTION 1. Agreement to Purchase. The Seller agrees to sell,
and the Purchaser agrees to purchase, on a servicing released basis, the
Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed
hereto as Exhibit 1, as such schedule may be amended to reflect the actual
Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The sale
of the Mortgage Loans shall take place on June 29, 1999 or such other date as
shall be mutually acceptable to the parties hereto (the "Closing Date"). The
purchase price to be paid by the Purchaser for the Mortgage Loans shall equal
the amount set forth as such purchase price in the letter between the Seller and
the Purchaser dated as of the Closing Date. Such purchase price shall be paid to
the Seller by wire transfer in immediately available funds on the Closing Date.
On the Closing Date, the Purchaser will assign to the Trustee
pursuant to the Pooling and Servicing Agreement all of its right, title and
interest in and to the Mortgage Loans and its rights under this Agreement (to
the extent set forth in Section 14), and the Trustee shall succeed to such
right, title and interest in and to the Mortgage Loans and the Purchaser's
rights under this Agreement (to the extent set forth in Section 14).
SECTION 2. Conveyance of Mortgage Loans. Effective as of the
Closing Date, subject only to receipt of the consideration referred to in
Section 1 hereof and the satisfaction of the conditions specified in Sections 6
and 7 hereof, the Seller does hereby transfer, assign, set over and otherwise
convey to the Purchaser, without recourse, all the right, title and interest of
the Seller in and to the Mortgage Loans identified on the Mortgage Loan Schedule
as of the Closing Date. The Mortgage Loan Schedule, as it may be amended from
time to time, on or prior to the Closing Date shall conform to the requirements
of this Agreement and the Pooling and Servicing Agreement. In connection with
such transfer and assignment, the Seller shall deliver to the Trustee, on behalf
of the Purchaser, on or prior to the Closing Date, the Mortgage Note (as
described in clause (i) below) for each Mortgage Loan. In addition, not later
than the 30th day following the Closing Date, the Seller shall deliver to the
Trustee each of the remaining documents or instruments specified below (with
such exceptions as are permitted by this Section) with respect to each Mortgage
Loan (each, a "Mortgage File"). (The Seller acknowledges that the term "without
recourse" does not modify the duties of the Seller under Section 5 hereof.)
All Mortgage Files, or portions thereof, delivered prior to
the Closing Date are to be held by the Trustee in escrow on behalf of the Seller
at all times prior to the Closing Date. The Mortgage Files shall be released
from escrow upon closing of the sale of the Mortgage Loans and payments of the
purchase price therefor as contemplated hereby. The Mortgage File for each
Mortgage Loan shall contain the following documents:
(i) each original Mortgage Note, bearing, or accompanied
by, all prior and intervening endorsements or assignments showing a
complete chain of endorsement or assignment from the originator of the
Mortgage Loan to the Seller, and further endorsed, on its face or by
allonge attached thereto, without recourse, to the order of the Trustee
in the following form: "Pay to the order of LaSalle Bank, National
Association, as trustee for the registered Holders of Bear Xxxxxxx
Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through
Certificates, Series 1999-WF2, without recourse, representation or
warranty, express or implied" or if the original Mortgage Note is not
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included therein, then a lost note affidavit containing a customary
indemnification provision with a copy of the Mortgage Note attached
thereto;
(ii) the original Mortgage (or a certified copy thereof
from the applicable recording office) and originals (or certified
copies from the applicable recording office) of any intervening
assignments thereof showing a complete chain of assignment from the
originator of the Mortgage Loan to the Seller, in each case with
evidence of recording indicated thereon, or certified by a title
insurance company or escrow company to be a true copy thereof; provided
that if such original Mortgage cannot be delivered prior to the Closing
Date because of a delay caused by the public recording office where
such original Mortgage has been delivered for recordation or because
the original Mortgage has been lost, the Seller shall deliver or cause
to be delivered to the Trustee a true and correct copy of such Mortgage
together with, in the case of a delay caused by a public recording
office, an Officer's Certificate of the Seller stating that such
original Mortgage has been sent to the appropriate public recording
official for recordation, or, in the case of an original Mortgage
having been lost after recordation, a copy of such Mortgage certified
by the appropriate public recording office where such Mortgage is
recorded to be a true and complete copy of such original Mortgage, or
in the case of an original blanket intervening Assignment retained by
the Seller, a copy thereof certified by the Seller or, if any original
intervening Assignment has not been returned from the applicable public
recording office or has been lost, the Seller shall deliver or cause to
be delivered to the Trustee a true and correct copy of such Assignment
together with, in the case of a delay caused by a public recording
office, an Officer's Certificate of the Seller stating that such
original Assignment has been sent to the appropriate public recording
official for recordation, or, in the case of an original Assignment
having been lost after recordation, a copy of such Assignment certified
by the appropriate public recording office where such Assignment is
recorded to be a true and complete copy of such original Assignment;
(iii) an original assignment of the Mortgage, in recordable
form, to "LaSalle Bank, National Association, as trustee for the
registered Holders of Bear Xxxxxxx Commercial Mortgage Securities Inc.
Commercial Mortgage Pass-Through Certificates, Series 1999-WF2";
(iv) an original or copy of any related Assignment of
Leases (if such item is a document separate from the Mortgage) and the
originals or copies of any intervening assignments thereof showing a
complete chain of assignment from the originator of the Mortgage Loan
to the Seller, in each case with evidence of recording thereon or, if
any original Assignment of Leases has not been returned from the
applicable public recording office or has been lost, the Seller shall
deliver or cause to be delivered to the Trustee a true and correct copy
of such Assignment of Leases together with, in the case of a delay
caused by a public recording office, an Officer's Certificate of the
Seller stating that such original Assignment of Leases has been sent to
the appropriate public recording official for recordation, or, in the
case of an original Assignment of Leases having been lost after
recordation, a copy of such Assignment of Leases certified by the
appropriate public recording office where such Assignment of Leases is
recorded to be a true and complete copy of such original Assignment of
Leases;
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(v) an original assignment of any related Assignment of
Leases (if such item is a document separate from the Mortgage), in
recordable form, executed by the Seller in favor of the Trustee (in
such capacity);
(vi) an original or copy of any related Security Agreement
(if such item is a document separate from the Mortgage) and the
originals or copies of any intervening assignments thereof showing a
complete chain of assignment from the originator of the Mortgage Loan
to the Seller, in each case with evidence of recording thereon;
(vii) an original assignment of any related Security
Agreement (if such item is a document separate from the Mortgage), in
recordable form, executed by the Seller in favor of the Trustee (in
such capacity);
(viii) originals or copies of all consolidation, assumption,
modification, written assurance and substitution agreements and all
Money Term or otherwise material modifications, with evidence of
recording thereon, where appropriate, in those instances where the
terms or provisions of the Mortgage, Mortgage Note or any related
security document have been consolidated or modified or the Mortgage
Loan has been assumed;
(ix) the original lender's title insurance policy or a copy
thereof effective as of the date of the recordation of the Mortgage
Loan, together with all endorsements or riders that were issued with or
subsequent to the issuance of such policy, or if the policy has not yet
been issued, an original or copy of a written commitment, interim
binder or the pro forma title insurance policy, dated as of the date on
which the related Mortgage Loan was funded with the original title
insurance policy to follow within 180 days of the Closing Date or a
preliminary title report with an original title insurance policy to
follow within 180 days of the Closing Date;
(x) the original or a copy of any guaranty of the
obligations of the Mortgagor under the Mortgage Loan;
(xi) all UCC Financing Statements, assignments thereof and
continuation statements, or copies thereof, sufficient to perfect (and
maintain the perfection of) the security interest held by the
originator of the Mortgage Loan (and each assignee prior to the
Trustee) in and to the personalty of the Mortgagor at the Mortgaged
Property (in each case with evidence of filing thereon), and to
transfer such security interest to the Trustee;
(xii) the original power of attorney or a copy thereof (with
evidence of recording thereon) granted by the Mortgagor if the
Mortgage, any Mortgage Note or other document or instrument referred to
above was not signed by the Mortgagor;
(xiii) with respect to any Mortgage Loan with Additional Debt
that is subordinate to such Mortgage Loan, any subordination agreement,
pursuant to which such Additional Debt is subordinated to such Mortgage
Loan;
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(xiv) copies of ground leases related to any Mortgage Loan
where the Mortgagor is the lessee under such lease and there is a lien
in favor of the mortgagee in such lease;
(xv) any survey of the related Mortgaged Property;
(xvi) any additional documents required to be added to the
Mortgage File pursuant to this Agreement;
(xvii) an original or copy of any lock-box agreements,
intercreditor agreements and management agreements related to any
Mortgage Loan;
(xviii) an original or copy of any environmental reports and
environmental indemnification agreements related to any Mortgage Loan;
and
(xix) an original of each letter of credit, if any,
constituting additional collateral for such Mortgage Loan, together
with the original supporting documentation evidencing a beneficial
transfer, in favor of "LaSalle Bank, National Association, as trustee
for Bear Xxxxxxx Commercial Mortgage Securities Inc. Commercial
Mortgage Pass-Through Certificates, Series 1999-WF2.
"Officer's Certificate" shall mean a certificate signed by one
or more of the Chairman of the Board, any Vice Chairman, the President, any
Senior Vice President, any Vice President, any Assistant Vice President, any
Treasurer, any Assistant Treasurer or any Servicing Officer (as defined in the
Pooling and Servicing Agreement).
The assignment of Mortgage, assignment of Assignment of Leases
and assignment of UCC financing statement referred to in clauses (iv), (v),
(vii) and (xi) may be in the form of a single instrument assigning the Mortgage,
Assignment of Leases and UCC financing statement to the extent permitted by
applicable law. The Seller will deliver the original Mortgage Note to the
Trustee, on behalf of the Purchaser, endorsed in blank, to effect the transfer
to the Purchaser of the Mortgage Notes and all related deeds of trust, mortgages
and other loan documents specified above. Concurrently herewith, the Purchaser
has contracted to sell the Mortgage Loans to the Trustee on behalf of the
Certificateholders. To avoid the unnecessary expense and administrative
inconvenience associated with the execution and recording or filing of multiple
assignments of mortgages, assignments of leases (to the extent separate from the
mortgages) and assignments of UCC financing statements, the Seller shall
execute, in accordance with the third succeeding paragraph, assignments of
mortgages, the assignments of leases (to the extent separate from the mortgages)
and assignments of UCC financing statements relating to the Mortgage Loans
naming the Trustee on behalf of the Certificateholders as assignee.
Notwithstanding the fact that such assignments of mortgages, assignments of
leases (to the extent separate from the assignments of mortgages) and the
assignments of UCC financing statements shall name the Trustee on behalf of the
Certificateholders as the assignee, the parties hereto acknowledge and agree
that the Mortgage Loans shall for all purposes be deemed to have been
transferred from the Seller to the Purchaser and from the Purchaser to the
Trustee on behalf of the Certificateholders.
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If the Seller cannot deliver, or cause to be delivered, as to
any Mortgage Loan, the original Mortgage Note, the Seller shall deliver a copy
or duplicate original of such Mortgage Note, together with an affidavit
certifying that the original thereof has been lost or destroyed and
indemnification of the Purchaser and of the Trustee on behalf of the Trust Fund
against any losses that the Trust Fund may incur by reason of such lost or
destroyed Mortgage Note. If the Seller cannot deliver, or cause to be delivered,
as to any Mortgage Loan, any of the documents and/or instruments referred to in
clauses (ii), (iv), (vi), (vii) and (viii) above, with evidence of recording
thereon, solely because of a delay caused by the public recording office where
such document or instrument has been delivered for recordation, the delivery
requirements of this Mortgage Loan Purchase Agreement shall be deemed to have
been satisfied as to such non-delivered document or instrument provided that a
photocopy of such non-delivered document or instrument (certified by the Seller
to be a true and complete copy of the original thereof submitted for recording)
is delivered to the Purchaser, the Trustee or a Custodian appointed thereby on
or before the Closing Date, and either the original of such non-delivered
document or instrument, or a photocopy thereof (certified by the appropriate
county recorder's office, in the case of the documents and/or instruments
referred to in clause (ii) above to be a true and complete copy of the original
thereof submitted for recording), with evidence of recording thereon, is
delivered to the Purchaser, the Trustee or such Custodian within 180 days of the
Closing Date (or within such longer period after the Closing Date as the
Purchaser may consent to, which consent shall not be unreasonably withheld so
long as the Seller is, as certified in writing to the Purchaser and the Trustee
no less often than every 90 days, in good faith attempting to obtain from the
appropriate county recorder's office such original or photocopy). If the Seller
cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of the
documents and/or instruments referred to in the definition of "Mortgage File",
with evidence of recording thereon, for any other reason, including, without
limitation, that such non-delivered document or instrument has been lost, the
delivery requirements of this paragraph shall be deemed to have been satisfied
as to such non-delivered document or instrument and such non-delivered document
or instrument shall be deemed to have been included in the Mortgage File,
provided that a photocopy of such non-delivered document or instrument (with
evidence of recording thereon and certified in the case of the documents and/or
instruments referred to in clause (ii) above by the appropriate county
recorder's office to be a true and complete copy of the original thereof
submitted for recording) is delivered to the Purchaser, the Trustee or a
Custodian appointed thereby on or before the Closing Date together with an
affidavit certifying that the original thereof has been lost or destroyed. With
respect to any Mortgage Loan, notwithstanding the foregoing, the Seller may
deliver a UCC-3 on or before the Closing Date that does not contain the filing
information for the related UCC-1 and/or UCC-2 if such UCC-1 and/or UCC-2 has
not been returned to the Seller by the applicable filing office, and the Seller
may deliver an assignment referred to in clauses (iii), (v) or (vii) above that
does not contain the recording information for the related Mortgage, Assignment
of Leases or Security Agreement, as applicable, if such Mortgage, Assignment of
Leases or Security Agreement has not been returned to the Seller by the
applicable recording office. The Seller hereby authorizes the Purchaser, acting
in its stead and on its behalf, to fill in any missing filing or recording
information or any instrument or document required to be delivered pursuant to
this paragraph.
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Except under the circumstances provided for in the last
sentence of this paragraph, the Seller shall as to each Mortgage Loan, promptly
(and in any event within 45 days of the later of the Closing Date and the
Purchaser's and Trustee's actual receipt of the related documents) 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, as appropriate,
each assignment referred to in clauses (iii), (v) and (vii) above and each UCC-3
to the Trustee. Each such assignment shall reflect that it should be returned by
the public recording office to the Trustee or its designee following recording,
and each such UCC-3 shall reflect that the file copy thereof should be returned
to the Trustee or its designee following filing. If any such document or
instrument is lost or returned unrecorded or unfiled, as the case may be,
because of a defect therein, the Purchaser, the Trustee or a Custodian or its
agent shall prepare or cause to be prepared a substitute therefor or cure such
defect, as the case may be, and thereafter the Trustee shall upon receipt
thereof cause the same to be duly recorded or filed, as appropriate. The
Purchaser shall execute, or cause the Seller to execute any replacement document
or instrument being filed in substitution for any such lost or returned
unrecorded or unfiled document or instrument and assist the Purchaser, the
Trustee or a Custodian or its agent in recording or filing such documents or
instruments. Notwithstanding the foregoing, there shall be no requirement to
record any assignment to the Trustee referred to in clause (iii), (v) or (vii)
above, or to file any UCC-3 referred to in clause (xi) above in those
jurisdictions where, in the written opinion of local counsel of Purchaser, the
Trustee or a Custodian acceptable to the Purchaser and the Trustee, such
recordation and/or filing is not required to protect the Purchaser's or the
Trustee's interest in the Mortgage Loans against sale, further assignment,
satisfaction or discharge by the Seller or the Purchaser.
The Trustee, as assignee or transferee of the Purchaser for
the benefit of the holders of the Certificates, shall be entitled to all
scheduled payments of principal due after the Cut-Off Date, all other payments
of principal collected after the Cut-Off Date (other than scheduled payments of
principal due on or before the Cut-Off Date), and all payments of interest on
the Mortgage Loans allocable to the period commencing on the Cut-Off Date. All
scheduled payments of principal and interest due on or before the Cut-Off Date
and collected after the Cut-Off Date shall belong to the Seller.
All documents relating to the Mortgage Loans that are not
required to be delivered to the Trustee, shall be shipped by the Seller to the
Servicer, on behalf of the Purchaser, on or prior to the Closing Date.
Upon the sale of the Mortgage Loans by the Seller to the
Purchaser pursuant to this Agreement, the ownership of each Mortgage Note,
Mortgage and the other contents of the related Mortgage File shall be vested in
the Purchaser and its assigns, and the ownership of all records and documents
with respect to the related Mortgage Loan prepared by or which come into the
possession of the Seller shall immediately vest in the Purchaser and its
assigns, and shall be delivered promptly by the Seller either to the Trustee or
the Servicer as set forth herein. The Seller's records shall reflect the
transfer of each Mortgage Loan to the Purchaser and its assigns as a sale.
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The Seller shall cause all funds on deposit in escrow accounts
maintained with respect to the Mortgage Loans in the name of the Seller or any
other name to be transferred to the Servicer promptly after the Closing Date,
but in all events within three (3) business days after the Closing Date.
It is the express intent of the parties hereto that the
conveyance of the Mortgage Loans and related property to the Purchaser, by the
Seller as provided in this Section 2 be, and be construed as, an absolute sale
of the Mortgage Loans and related property. It is, further, not the intention of
the parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the intent
of the parties, the Mortgage Loans or any related property is held to be the
property of the Seller, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans or any related
property, then:
(i) this Agreement shall be deemed to be a security
agreement; and
(ii) the conveyance provided for in this Section 2 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, whether now
owned or hereafter acquired, in and to:
(A) All accounts, general intangibles, chattel paper,
instruments, documents, money, deposit accounts, certificates
of deposit, goods, letters of credit, advices of credit and
investment property consisting of, arising from or relating to
any of the following property: the Mortgage Loans identified
on the Mortgage Loan Schedule, including the related Mortgage
Notes, Mortgages, security agreements, and title, hazard and
other insurance policies, all distributions with respect
thereto payable on and after the Cut-off Date, all substitute
or replacement Mortgage Loans and all distributions with
respect thereto, and the Mortgage Files;
(B) All accounts, general intangibles, chattel paper,
instruments, documents, money, deposit accounts, certificates
of deposit, goods, letters of credit, advices of credit,
investment property, and other rights arising from or by
virtue of the disposition of, or collections with respect to,
or insurance proceeds payable with respect to, or claims
against other Persons with respect to, all or any part of the
collateral described in clause (A) above (including any
accrued discount realized on liquidation of any investment
purchased at a discount); and
(C) All cash and non-cash proceeds of the collateral
described in clauses (A) and (B) above.
The possession by the Purchaser or its designee of the
Mortgage Notes, the Mortgages, and such other goods, letters of credit, advices
of credit, instruments, money, documents, chattel paper or certificated
securities shall be deemed to be possession by the secured party or possession
by a purchaser for purposes of perfecting the security interest
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pursuant to the Uniform Commercial Code (including, without limitation, Sections
9-305 and 9-115 thereof) as in force in the relevant jurisdiction.
Notwithstanding the foregoing, the Seller makes no representation or warranty as
to the perfection of any such security interest.
Notifications to Persons holding such property, and
acknowledgments, receipts, or confirmations from persons holding such property,
shall be deemed to be notifications to, or acknowledgments, receipts or
confirmations from, securities intermediaries, bailees or agents of, or Persons
holding for, the Purchaser or its designee, as applicable, for the purpose of
perfecting such security interest under applicable law.
The Seller shall, to the extent consistent with this
Agreement, take such reasonable actions as may be necessary to ensure that, if
this Agreement were deemed to create a security interest in the property
described above, 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 the Agreement. In such case, the Seller shall
file all filings necessary to maintain the effectiveness of any original filings
necessary under the Uniform Commercial Code as in effect in any jurisdiction to
perfect such security interest in such property. In connection herewith, the
Purchaser shall have all of the rights and remedies of a secured party under the
Uniform Commercial Code as in force in the relevant jurisdiction.
Notwithstanding anything to the contrary contained herein, the
Purchaser shall not be required to purchase any Mortgage Loan as to which any
Mortgage Note (as described in clause (i) above) required to be delivered to the
Trustee or the Servicer pursuant to this Section 2 on or before the Closing Date
is not so delivered or deemed to be delivered, or is not properly executed or is
defective on its face, and the Purchaser's acceptance of the related Mortgage
Loan on the Closing Date shall in no way constitute a waiver of such omission or
defect or of the Purchaser's or its successors' and assigns' rights in respect
thereof pursuant to Section 5.
SECTION 3. Examination of Mortgage Files and Due Diligence
Review. The Seller shall (i) deliver to the Purchaser on or before the Closing
Date a diskette acceptable to the Purchaser which contains such information
about the Mortgage Loans as may be reasonably requested by the Purchaser, (ii)
deliver to the Purchaser investor files (collectively the "Collateral
Information") with respect to the assets proposed to be included in the Mortgage
Pool and made available at the Purchaser's headquarters in New York, and (iii)
otherwise cooperate fully with the Purchaser in its examination of the credit
files, underwriting documentation and Mortgage Files for the Mortgage Loans and
its due diligence review of the Mortgage Loans. The fact that the Purchaser has
conducted or has failed to conduct any partial or complete examination of the
credit files, underwriting documentation or Mortgage Files for the Mortgage
Loans shall not affect the right of the Purchaser or the Trustee to cause the
Seller to cure any Material Document Defect or Material Breach (each as defined
below), or to repurchase or replace the defective Mortgage Loans pursuant to
Section 5 of this Agreement.
On or prior to the Closing Date, the Seller shall allow
representatives of any of the Purchaser, each Initial Purchaser, the Trustee,
the Special Servicer and each Rating Agency to examine and audit all books,
records and files pertaining to the Mortgage Loans, the Seller's underwriting
procedures and the Seller's ability to perform or observe all of the terms,
covenants
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and conditions of this Agreement. Such examinations and audits shall take place
at one or more offices of the Seller during normal business hours and shall not
be conducted in a manner that is disruptive to the Seller's normal business
operations upon reasonable advance prior notice. In the course of such
examinations and audits, the Seller will make available to such representatives
of any of the Purchaser, each Initial Purchaser, the Trustee, the Special
Servicer and each Rating Agency reasonably adequate facilities, as well as the
assistance of a sufficient number of knowledgeable and responsible individuals
who are familiar with the Mortgage Loans and the terms of this Agreement, and
the Seller shall cooperate fully with any such examination and audit in all
material respects. On or prior to the Closing Date, the Seller shall provide the
Purchaser with all material information regarding the Seller's financial
condition and access to knowledgeable financial or accounting officers for the
purpose of answering questions with respect to the Seller's financial condition,
financial statements as provided to the Purchaser or other developments
affecting the Seller's ability to consummate the transactions contemplated
hereby or otherwise affecting the Seller in any material respect.
The Purchaser shall keep confidential any information
regarding the Seller that has been delivered into the Purchaser's possession and
that is not otherwise publicly available; provided, however, that such
information shall not be kept confidential (and the right to require
confidentiality under any confidentiality agreement is hereby waived) to the
extent such information is required to be included in the Memorandum, the
Prospectus Supplement or the Purchaser is required by law or court order to
disclose such information.
SECTION 4. Representations and Warranties of the Seller and
the Purchaser. (a) To induce the Purchaser to enter into this Agreement, the
Seller hereby makes for the benefit of the Purchaser and its assigns with
respect to each Mortgage Loan as of the date hereof (or as of such other date
specifically set forth in the particular representation and warranty) each of
the representations and warranties set forth on Exhibit 2 hereto, subject to any
exceptions set forth on Schedule 1 to Exhibit 2 hereto, and hereby further
represents and warrants to the Purchaser as of the date hereof that:
(i) The Seller is duly organized and is validly existing
as a national banking association in good standing under the laws of
the United States of America. The Seller has the requisite power and
authority and legal right to own the Mortgage Loans and to transfer and
convey the Mortgage Loans to the Purchaser and has the requisite power
and authority to execute and deliver, engage in the transactions
contemplated by, and perform and observe the terms and conditions of,
this Agreement.
(ii) This Agreement has been duly and validly authorized,
executed and delivered by the Seller, 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 in accordance with its terms, except as such
enforcement may be limited by (a) laws relating to bankruptcy,
insolvency, reorganization, receivership or moratorium, (b) other laws
relating to or affecting the rights of creditors generally, (c) general
equity principles (regardless of whether such enforcement is considered
in a proceeding in equity or at law) or (d) public policy
considerations underlying the securities laws, to the extent that such
public policy considerations limit the enforceability
10
of the provisions of this Agreement that purport to provide
indemnification from liabilities under applicable securities laws.
(iii) 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 of or compliance by the Seller with this
Agreement, or the consummation by the Seller of any transaction
contemplated hereby, other than (a) such qualifications as may be
required under state securities or blue sky laws, (b) the filing or
recording of financing statements, instruments of assignment and other
similar documents necessary in connection with the Seller's sale of the
Mortgage Loans to the Purchaser, (c) such consents, approvals,
authorizations, qualifications, registrations, filings or notices as
have been obtained and (d) where the lack of such consent, approval,
authorization, qualification, registration, filing or notice would not
have a material adverse effect on the performance by the Seller under
this Agreement.
(iv) Neither the transfer of the Mortgage Loans to the
Purchaser, nor the execution, delivery or performance of this Agreement
by the Seller, conflicts or will conflict with, results or will result
in a breach of, or constitutes or will constitute a default under (a)
any term or provision of the Seller's articles of association or
by-laws, (b) any term or provision of any material agreement, contract,
instrument or indenture, to which the Seller is a party or by which it
or any of its assets is bound or result in the creation or imposition
of any lien, charge or encumbrance upon any of its property pursuant to
the terms of any such indenture, mortgage, contract or other
instrument, other than pursuant to this Agreement, or (c) after giving
effect to the consents or taking of the actions contemplated in
subsection (iii), any law, rule, regulation, order, judgment, writ,
injunction or decree of any court or governmental authority having
jurisdiction over the Seller or its assets, except where in any of the
instances contemplated by clauses (a), (b) or (c) above, any conflict,
breach or default, or creation or imposition of any lien, charge or
encumbrance, will not have a material adverse effect on the
consummation of the transactions contemplated hereby by the Seller or
result in any material adverse change in the business, operations,
financial condition, properties or assets of the Seller, or in any
material impairment of the right or ability of the Seller to carry on
its business substantially as now conducted.
(v) There are no actions or proceedings against, or
investigations of, the Seller pending or, to the Seller's knowledge,
threatened in writing against the Seller before any court,
administrative agency or other tribunal, the outcome of which could
reasonably be expected to materially and adversely affect the transfer
of the Mortgage Loans to the Purchaser or the execution or delivery by,
or enforceability against, the Seller of this Agreement or have an
effect on the financial condition of the Seller that would materially
and adversely affect the ability of the Seller to perform its
obligations under this Agreement.
(vi) On the Closing Date, the sale of the Mortgage Loans
pursuant to this Agreement will effect a transfer by the Seller of all
of its right, title and interest in and to the Mortgage Loans to the
Purchaser.
11
(vii) To the Seller's knowledge, the Mortgage Information
(as defined in that certain indemnification agreement, dated as of July
1, 1999, between the Seller, the Purchaser and the Initial Purchasers
(the "Indemnification Agreement")) does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under
which they were made, not misleading.
To induce the Purchaser to enter into this Agreement, the
Seller hereby covenants that the foregoing representations and warranties and
those set forth on Exhibit 2 hereto will be true and correct in all material
respects on and as of the Closing Date with the same effect as if made on the
Closing Date.
Each of the representations, warranties and covenants made by
the Seller pursuant to this Section 4(a) shall survive the sale of the Mortgage
Loans and shall continue in full force and effect notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes.
(b) To induce the Seller to enter into this Agreement, the
Purchaser hereby represents and warrants to the Seller as of the date hereof:
(i) The Purchaser is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Delaware
with full power and authority to carry on its business as presently
conducted by it.
(ii) The Purchaser has full power and authority to acquire
the Mortgage Loans, to execute and deliver this Agreement and to enter
into and consummate all transactions contemplated by this Agreement.
The Purchaser has duly and validly authorized the execution, delivery
and performance of this Agreement and has duly and validly executed and
delivered this Agreement. This Agreement, assuming due authorization,
execution and delivery by the Seller, constitutes the valid and binding
obligation of the Purchaser, enforceable against it in accordance with
its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting
the enforcement of creditors' rights generally and by general
principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law.
(iii) 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 of or compliance by the Purchaser with this
Agreement, or the consummation by the Purchaser of any transaction
contemplated hereby which has not been obtained or made by the
Purchaser.
(iv) Neither the purchase of the Mortgage Loans nor the
execution, delivery and performance of this Agreement by the Purchaser
will violate the Purchaser's certificate of incorporation or by-laws or
constitute a default (or an event that, with notice or lapse of time or
both, would constitute a default) under, or result in a breach of, any
material agreement, contract, instrument or indenture to which the
Purchaser is a party or which may be applicable to the Purchaser or its
assets.
12
(v) The Purchaser is not in violation of, and its
execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a
violation of, any law, rule, writ, injunction, or any order or decree
of any court, or any order or regulation of any federal, state or
municipal government agency having jurisdiction over the Purchaser or
its assets, which violation could materially and adversely affect the
condition (financial or otherwise) or the operation of the Purchaser or
its assets or could materially and adversely affect its ability to
perform its obligations and duties hereunder.
(vi) There are no actions or proceedings against, or
investigations of, the Purchaser pending or, to the Purchaser's
knowledge, threatened against the Purchaser before any court,
administrative agency or other tribunal, the outcome of which could
reasonably be expected to adversely affect the transfer of the Mortgage
Loans, the issuance of the Certificates, the execution, delivery or
enforceability of this Agreement or have an effect on the financial
condition of the Purchaser that would materially and adversely affect
the ability of the Purchaser to perform its obligation under this
Agreement.
To induce the Seller to enter into this Agreement, the
Purchaser hereby covenants that the foregoing representations and warranties
will be true and correct in all material respects on and as of the Closing Date
with the same effect as if made on the Closing Date.
Each of the representations and warranties made by the
Purchaser pursuant to this Section 4(b) shall survive the purchase of the
Mortgage Loans.
SECTION 5. Remedies Upon Breach of Representations and
Warranties Made by the Seller. (a) It is hereby acknowledged that the Purchaser
shall make for the benefit of the holders of the Certificates, whether directly
or by way of assignment of its rights hereunder to the Trustee, the
representations and warranties set forth on Exhibit 2 hereto.
(b) It is hereby further acknowledged that if any document
required to be delivered to the Trustee pursuant to Section 2 is not delivered
as and when required, not properly executed or is defective on its face, or if
there is a breach of any of the representations and warranties required to be
made by the Seller regarding the characteristics of the Mortgage Loans and/or
the related Mortgaged Properties as set forth in Exhibit 2 hereto, and in either
case such defect or breach materially and adversely affects the interests of the
holders of the Certificates (a "Material Document Defect" and a "Material
Breach", respectively), the party discovering such Material Document Defect or
Material Breach shall promptly notify the other parties and within 90 days of
the earlier of discovery by the Seller or receipt by the Seller of notice of
such Material Document Defect or such Material Breach, as the case may be, the
Seller shall be required to cure such Material Document Defect or Material
Breach; provided, however, the Purchaser or its assignee shall extend the cure
period an additional 90 days if the Seller certifies to the Purchaser or its
assignee, as applicable, that the Seller has been diligently attempting to cure
such breach within the 90 day period.
13
The Seller hereby covenants and agrees that, if any such
Material Document Defect or Material Breach cannot be corrected or cured within
the above cure periods, the Seller shall, not later than 90 days after its
discovery or the Purchaser's or its assignee's notice to it respecting such
Material Document Defect or Material Breach, within the three-month period (or
such longer period as contemplated by the preceding paragraph) commencing on the
Closing Date (or within the two-year period commencing on the Closing Date if
the related Mortgage Loan is a "defective obligation" within the meaning of
Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section
1.860G-2(f)), either (i) repurchase the related Mortgage Loan from the Purchaser
or its assignee at the Purchase Price as defined in the Pooling and Servicing
Agreement, or (ii) at its option replace any Mortgage Loan to which such defect
relates with a Qualifying Substitute Mortgage Loan. If such defect would cause
the Mortgage Loan to be other than a "qualified mortgage" (as defined in the
Code), then notwithstanding the previous sentence, repurchase or substitution
must occur within the sooner of (i) 90 days from the date the Seller was
notified of the defect or (ii) two years from the Closing Date. The Seller
agrees that any such substitution shall be completed in accordance with the
terms and conditions of the Pooling and Servicing Agreement.
The obligations of the Seller set forth in this Section 5(b)
to cure a Material Document Defect or a Material Breach or repurchase or replace
a defective Mortgage Loan constitute the sole remedies of the Purchaser or its
assignees with respect to a Material Document Defect or Material Breach or
breach of the representations and warranties set forth in Exhibit 2 hereto;
provided, that this limitation shall not in any way limit the Purchaser's rights
or remedies upon breach of any other representation or warranty or covenant by
the Seller set forth in this Agreement (other than those set forth in Exhibit
2).
(c) The Pooling and Servicing Agreement shall provide that the
Trustee (or the Servicer or the Special Servicer on its behalf) shall give
prompt written notice to the Seller of its discovery of any Material Document
Defect or Material Breach and prompt notice to the Seller in the event that any
Mortgage Loan becomes a Specially Serviced Mortgage Loan (as defined in the
Pooling and Servicing Agreement). The Pooling and Servicing Agreement shall
provide that any of the following Document Defects shall be conclusively
presumed to be Material Document Defects: (a) the absence from the Mortgage File
of the original signed Mortgage Note, unless the Mortgage File contains a signed
lost note affidavit that appears to be regular on its face; (b) the absence from
the Mortgage File of the original signed Mortgage that appears to be regular on
its face, unless there is included in the Mortgage File a certified copy of the
Mortgage and the certificate states that the original signed Mortgage was sent
for recordation within the previous 180 days; or (c) the absence from the
Mortgage File of the item called for by paragraph (ix) of the definition of
Mortgage File.
(d) If the Seller repurchases any Mortgage Loan pursuant to
this Section 5, the Purchaser or its assignee, following receipt by the Trustee
of the Purchase Price therefor, promptly shall deliver or cause to be delivered
to the Seller, all Mortgage Loan documents with respect to such Mortgage Loan,
and each document that constitutes a part of the Mortgage File
14
that was endorsed or assigned to the Trustee shall be endorsed and assigned to
the Seller in the same manner.
SECTION 6. Closing. The closing of the sale of the Mortgage
Loans shall be held at the offices of O'Melveny & Xxxxx LLP, New York, New York,
at 10:00 a.m. New York time, 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
and the Purchaser specified in Section 4 of this Agreement (including, without
limitation, the representations and warranties set forth on Exhibit 2 to this
Agreement) shall be true and correct as of the Closing Date.
(b) All Closing Documents specified in Section 7 of this
Agreement, in such forms as are agreed upon and acceptable to the Seller or the
Purchaser, as applicable, 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
Purchaser or its designee all documents required to be delivered to the
Purchaser as of the Closing Date pursuant to Section 2 of this Agreement.
(d) The result of the examination and audit performed by the
Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory
to the Purchaser and its affiliates in their sole determination and the parties
shall have agreed to the form and contents of the Mortgage Information (as
defined in the Indemnification Agreement) to be disclosed in the Memorandum and
the Prospectus Supplement.
(e) All other terms and conditions of this Agreement
required to be complied with on or before the Closing Date shall have been
complied with, 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.
(f) The Seller shall have paid all fees and expenses payable
by it to the Purchaser pursuant to Section 8 hereof.
(g) The Certificates to be so rated shall have been assigned
ratings by each Rating Agency no lower than the ratings specified for each such
Class in the Memorandum and the Prospectus Supplement.
(h) Neither Initial Purchaser shall have terminated the
Underwriting Agreement and Bear Xxxxxxx shall not have terminated the
Certificate Purchase Agreement.
(i) The Seller shall have received the purchase price for
the Mortgage Loans pursuant to Section 1 hereof.
15
(j) The Pooling and Servicing Agreement shall have been
executed and delivered by the parties thereto.
(k) The Seller shall have executed and delivered the
Indemnification Agreement.
All parties agree to use their best efforts to perform their
respective obligations hereunder in a manner that will enable the Purchaser to
purchase the Mortgage Loans on the Closing Date.
SECTION 7. Closing Documents. The Closing Documents shall
consist of the following:
(a) This Agreement duly executed by the Purchaser and the
Seller.
(b) A certificate of the Seller, executed by a duly
authorized officer of the Seller and dated the Closing Date, and upon which the
Purchaser and its successors and assigns may rely, to the effect that: (a) the
representations and warranties of the Seller in this Agreement are true and
correct in all material respects on and as of the Closing Date with the same
force and effect as if made on the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date; and (b) the Seller has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
on or prior to the Closing Date.
(c) True, complete and correct copies of the Seller's
articles of association and by-laws.
(d) A certificate of existence for the Seller from the
Comptroller of the Currency, dated not earlier than 30 days prior to the Closing
Date.
(e) A certificate of the Assistant Secretary of the Seller,
dated the Closing Date, and upon which the Purchaser may rely, to the effect
that each individual who, as an officer or representative of the Seller, signed
this Agreement or any other document or certificate delivered on or before the
Closing Date in connection with the transactions contemplated herein, was at the
respective times of such signing and delivery, and is as of the Closing Date,
duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures.
(f) An opinion of in-house senior counsel to the Seller,
dated the Closing Date, substantially to the effect of the following (with such
changes and modifications as the Purchaser may approve and subject to such
counsel's reasonable qualifications):
(i) The Seller continues to hold a valid certificate to do
business as a national banking association under the laws of the United
States and has full corporate power and authority to enter into and
perform its obligations under this Agreement and the Indemnification
Agreement.
16
(ii) This Agreement and the Indemnification Agreement have
been duly authorized, executed and delivered by the Seller.
(iii) No consent, approval, authorization or order of any
federal court or governmental agency or body is required for the
consummation by the Seller of the transactions contemplated by the
terms of this Agreement or the Indemnification Agreement except any
approvals as have been obtained.
(iv) The consummation by the Seller of any of the
transactions contemplated by the terms of this Agreement and the
Indemnification Agreement does not conflict with or result in a breach
or violation of, or constitute a default under, the charter documents
of the Seller.
(v) To his knowledge, there are no legal or governmental
actions, investigations or proceedings pending to which the Seller is a
party, or threatened against the Seller, (a) asserting the invalidity
of this Agreement or the Indemnification Agreement or (b) which
materially and adversely affect the performance by the Seller of its
obligations under, or the validity or enforceability of, this
Agreement.
Such opinion may express its reliance as to factual matters
on, among other things specified in such opinion, the representations and
warranties made by, and on certificates or other documents furnished by officers
of, the parties to this Agreement.
In rendering the opinions expressed above, such counsel may
limit such opinions to matters governed by the federal laws of the United
States.
(g) An opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP,
special counsel to the Seller, dated the Closing Date, substantially to the
effect (with such changes and modifications as the Purchaser may approve and
subject to such counsel's reasonable qualifications) that this Agreement and the
Indemnification Agreement are valid, legal and binding agreements of the Seller,
enforceable against the Seller in accordance with their respective terms.
Such opinion may express its reliance as to factual matters
on, among other things specified in such opinion, the representations and
warranties made by, and on certificates or other documents furnished by officers
of, the parties to this Agreement and the opinion of in-house senior counsel to
the Seller referred to in clause (f) above.
In rendering the opinion expressed above, such counsel may
limit such opinions to matters governed by the laws of the State of New York and
the federal laws of the United States of America.
(h) Such other opinions of counsel as any Rating Agency may
request in connection with the sale of the Mortgage Loans by the Seller to the
Purchaser or the Seller's execution and delivery of, or performance under, this
Agreement.
(i) A letter from Deloitte & Touche LLP, certified public
accountants, dated the date hereof, to the effect that they have performed
certain specified procedures as a result of
17
which they determined that certain information of an accounting, financial or
statistical nature set forth in the Memorandum and the Prospectus Supplement
agrees with the records of the Seller.
(j) Such further certificates, opinions and documents as the
Purchaser may reasonably request.
(k) An officer's certificate of the Purchaser, dated as of
the Closing Date, with the resolutions of the Purchaser authorizing the
transactions described herein attached thereto, together with certified copies
of the charter, by-laws and certificate of good standing of the Purchaser dated
not earlier than 30 days prior to the Closing Date.
(l) Such other certificates of the Purchaser's officers or
others and such other documents to evidence fulfillment of the conditions set
forth in this Agreement as the Seller or its counsel may reasonably request.
(m) An executed Xxxx of Sale in the form attached hereto as
Exhibit 4.
SECTION 8. Costs. The Seller shall pay the Purchaser the
costs and expenses as previously agreed to by the Seller and the Purchaser.
SECTION 9. Notices. All communications provided for or
permitted hereunder shall be in writing and shall be deemed to have been duly
given if (a) personally delivered, (b) mailed by registered or certified mail,
postage prepaid and received by the addressee, (c) sent by express courier
delivery service and received by the addressee, or (d) transmitted by telex or
facsimile transmission (or any other type of electronic transmission agreed upon
by the parties) and confirmed by a writing delivered by any of the means
described in (a), (b) or (c), if (i) to the Purchaser, addressed to and Bear
Xxxxxxx Commercial Mortgage Securities Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: Xxxxx X. Xxxxxxx, with a copy to Xxxxxx Xxxxxxxxx, Esq.,
telecopy number: (000) 000-0000 (or such other address as may hereafter be
furnished in writing by the Purchaser), or (ii) if to the Seller, addressed to
the Seller at 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx,
Attention: Xxx Xxxxxx (or to such other address as the Seller may designate in
writing) with copies to the attention of Xxxxxx Xxxxxxx, Esq., Xxxxx Fargo Bank,
National Association, 000 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx
00000-0000.
SECTION 10. 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 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
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by applicable law, the parties
hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.
18
SECTION 11. Further Assurances. The Seller and the Purchaser
each agree to execute and deliver such instruments and take such actions as the
other may, from time to time, reasonably request in order to effectuate the
purpose and to carry out the terms of this Agreement and the Pooling and
Servicing Agreement.
SECTION 12. Survival. Each party hereto agrees that the
representations, warranties and agreements made by it herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed to be
relied upon by the other party, notwithstanding any investigation heretofore or
hereafter made by the other party or on its behalf, and that the
representations, warranties and agreements made by such other party herein or in
any such certificate or other instrument shall survive the delivery of and
payment for the Mortgage Loans and shall continue in full force and effect,
notwithstanding any restrictive or qualified endorsement on the Mortgage Notes
and notwithstanding subsequent termination of this Agreement.
SECTION 13. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS,
DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE
OF NEW YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.
SECTION 14. Benefits of Mortgage Loan Purchase Agreement. This
Agreement shall inure to the benefit of and shall be binding upon the Seller,
the Purchaser and their respective successors, legal representatives, and
permitted assigns and nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement, or any provisions
herein contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such persons and
for the benefit of no other person except that the rights and obligations of the
Purchaser pursuant to Sections 2, 4(a) (other than clause (vii)), 5, 11 and 12
hereof may be assigned to the Trustee as may be required to effect the purposes
of the Pooling and Servicing Agreement and, upon such assignment, the Trustee
shall succeed to the rights and obligations hereunder of the Purchaser. No owner
of a Certificate issued pursuant to the Pooling and Servicing Agreement shall be
deemed a successor because of such ownership.
SECTION 15. Modifications. (a) Neither this Agreement nor any
term hereof may be changed, waived, discharged or terminated except by a writing
signed by the party against whom enforcement of such change, waiver, discharge
or termination is sought. (b)
(b) The provisions of Sections 2, 4(a) (other than clause
(vii), 5, 11, 12, 14 and 15 of this Agreement may not be changed in any manner
which would have a material adverse effect on Holders of Certificates without
the prior written consent of the Trustee. The Trustee shall be protected in
consenting to any such change to the same extent provided in the Pooling and
Servicing Agreement.
19
SECTION 16. Miscellaneous. This Agreement may be executed in
two or more counterparts, each of which when so executed and delivered shall be
an original, but all of which together shall constitute one and the same
instrument. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof. 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 the entire business of the Seller
shall be the successor to the Seller hereunder. This Agreement shall be
continuously maintained as an official record of the Seller from and after the
time of its execution.
20
IN WITNESS WHEREOF, the Purchaser and the Seller have caused
this Agreement to be executed by their respective duly authorized officers as of
the date first above written.
XXXXX FARGO BANK,
NATIONAL ASSOCIATION
By: /s/ Xxx X. Xxxxxx
--------------------------------
Name: Xxx X. Xxxxxx
Title: Senior Vice President
BEAR XXXXXXX COMMERCIAL
MORTGAGE SECURITIES INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
EXHIBIT 1
MORTGAGE LOAN SCHEDULE
1-1
EXHIBIT 2
REPRESENTATIONS AND WARRANTIES REGARDING
INDIVIDUAL MORTGAGE LOANS
(Representations and Warranties with respect to Xxxxx Fargo Loans)
1. Mortgage Loan Schedule. The information set forth in the Mortgage
Loan Schedule is true and correct in all material respects as of the date of
this Agreement and as of the Cut-off Date.
2. Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a
whole loan and not a participation interest in a mortgage loan. Immediately
prior to the transfer to the Purchaser of the Mortgage Loans, 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 of the Mortgage
Loans to or at the direction of the Purchaser and has validly and effectively
conveyed (or caused to be conveyed) to the Purchaser or its designee all of the
Seller's legal and beneficial interest in and to the Mortgage Loans free and
clear of any and all pledges, liens, charges, security interests and/or other
encumbrances. 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.
3. Payment Record. No scheduled payment of principal and interest under
any Mortgage Loan was 30 days or more past due as of the Cut-off Date, and no
Mortgage Loan was 30 days or more delinquent in the twelve-month period
immediately preceding the Cut-off Date.
4. Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
exceptions set forth in paragraph (13) below, enforceable first priority lien
upon the related Mortgaged Property, which includes all buildings located
thereon and all fixtures thereto, prior to all other liens and encumbrances,
except for (a) the lien for current real estate taxes and assessments not yet
due and payable, (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, (c) exceptions and exclusions
specifically referred to in such lender's title insurance policy, and (d) other
matters to which like properties are commonly subject, none of which matters
referred to in clauses (b), (c) or (d), individually or in the aggregate,
materially interferes with the security intended to be provided by such
Mortgage, the marketability or current use of the Mortgaged Property or the
current ability of the Mortgaged Property to generate operating income
sufficient to service the Mortgage Loan debt (the foregoing items (a) through
(d) being herein referred to as the "Permitted Encumbrances"). The related
assignment of such Mortgage executed and delivered in favor of the Trustee is in
recordable form and constitutes a legal, valid and binding assignment,
sufficient to convey to the assignee named therein all of the assignor's right,
title and interest in, to and under such Mortgage. Such Mortgage, together with
any separate security agreements, chattel mortgages or equivalent instruments,
establishes and creates a valid and, subject to the exceptions set forth in
paragraph (13) below, enforceable security interest in favor
2-1
of the holder thereof in all of the related Mortgagor's personal property used
in, and reasonably necessary to operate, the related Mortgaged Property. A
Uniform Commercial Code financing statement has been filed and/or recorded in
all places necessary to perfect a valid security interest in such personal
property, and such security interest is a first priority security interest,
subject to any prior purchase money security interest in such personal property
and any personal property leases applicable to such personal property.
Notwithstanding 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 Uniform
Commercial Code financing statements are required in order to effect such
perfection.
5. Assignment of Leases and Rents. The Assignment of Leases set forth
in the Mortgage and related to and delivered in connection with each Mortgage
Loan establishes and creates a valid, subsisting and, subject to the exceptions
set forth in paragraph (13) below, enforceable first priority lien and first
priority security interest in the related Mortgagor's interest in all leases,
sub-leases, licenses or other agreements pursuant to which any person is
entitled to occupy, use or possess all or any portion of the real property
subject to the related Mortgage, 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 and constitutes a legal, valid and binding assignment,
sufficient to convey to the assignee named therein all of the assignor's right,
title and interest in, to and under such Assignment of Leases.
6. Mortgage Status; Waivers and Modifications. No Mortgage has been
satisfied, cancelled, rescinded or subordinated in whole or in material part,
and the related Mortgaged Property has not been released from the lien of such
Mortgage, in whole or in material part, nor has any instrument been executed
that would effect any such satisfaction, cancellation, subordination, rescission
or release, except for any partial reconveyances of real property that do not
materially adversely affect the value of the property. None of the terms of any
Mortgage Note, Mortgage or Assignment of Leases has been impaired, waived,
altered or modified in any respect, except by written instruments, all of which
are included in the related Mortgage File.
7. Condition of Property; Condemnation. Except as set forth in an
engineering report prepared in connection with the origination of the related
Mortgage Loan, each Mortgaged Property is, to the Seller's knowledge, free and
clear of any damage that would materially and adversely affect its value as
security for the related Mortgage Loan. The Seller has received no notice of the
commencement of any proceeding for the condemnation of all or any material
portion of any Mortgaged Property. To the Seller's knowledge (based on surveys
and/or title insurance obtained in connection with the origination of the
Mortgage Loans), as of the date of the origination of each Mortgage Loan, all of
the material improvements on the related Mortgaged Property which were
considered in determining the appraised value of the Mortgaged Property lay
wholly within the boundaries and building restriction lines of such property,
except for encroachments that are insured against by the lender's title
insurance policy referred to herein or that do not materially and adversely
affect the value or marketability of such
2-2
Mortgaged Property, and no improvements on adjoining properties materially
encroached upon such Mortgaged Property so as to materially and adversely affect
the value or marketability of such Mortgaged Property, except those
encroachments that are insured against by the Title Policy referred to herein.
8. Title Insurance. Each Mortgaged Property is covered by an American
Land Title Association (or an equivalent form of) lender's title insurance
policy or a xxxx-up title insurance commitment (on which the required premium
has been paid) which evidences such title insurance policy (the "Title Policy")
in the original principal amount of the related Mortgage Loan after all advances
of principal. Each Title Policy insures that the related Mortgage is a valid
first priority lien on such Mortgaged Property, subject only to Permitted
Encumbrances. Each 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 and 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) will inure to the benefit of the Trustee without the
consent of or notice to the insurer. To the Seller's knowledge, the insurer
issuing such Title Policy is qualified to do business in the jurisdiction in
which the related Mortgaged Property is located.
9. No Holdbacks. The proceeds of each Mortgage Loan have been fully
disbursed and there is no obligation for future advances with respect thereto.
With respect to each Mortgage Loan, any and all requirements as to completion of
any on-site or off-site improvement and as to disbursements of any funds
escrowed for such purpose that were to have been complied with on or before the
Closing Date have been complied with, or any such funds so escrowed have not
been released.
10. Mortgage Provisions. The Mortgage Note or Mortgage for each
Mortgage Loan, together with applicable state law, contains customary and
enforceable provisions (subject to the exceptions set forth in paragraph (13)
below) 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. Each
Mortgage Loan contains a "due on sale" clause, which provides for the
acceleration of the payment of the unpaid principal balance of the Mortgage Loan
if, without prior written consent of the holder of the Mortgage, the property
subject to the Mortgage or any material portion thereof, is transferred, sold or
encumbered other than for the junior liens listed on Schedule B hereto;
provided, however, that certain Mortgage Loans provide a mechanism for the
assumption of the loan by a third party upon the Mortgagor's satisfaction of
certain conditions precedent, and upon payment of a transfer fee, if any.
11. Trustee under Deed of Trust. If any Mortgage is a deed of trust,
(1) a trustee, duly qualified under applicable law to serve as such, is properly
designated and serving under such Mortgage, and (2) no fees or expenses are
payable to such trustee by the Seller, the Purchaser or any transferee thereof
except in connection with a trustee's sale after default by the related
Mortgagor or in connection with any full or partial release of the related
Mortgaged Property or related security for the related Mortgage Loan.
2-3
12. Environmental Conditions. An environmental site assessment was
performed with respect to each Mortgaged Property in connection with the
origination of the related Mortgage Loan, a report of each such assessment (an
"Environmental Report") has been delivered to the Purchaser, and the Seller has
no knowledge of any material and adverse environmental condition or circumstance
affecting any Mortgaged Property that was not disclosed in such report. Each
Mortgage requires the related Mortgagor to comply with all applicable federal,
state and local environmental laws and regulations. Where such assessment
disclosed the existence of a material and adverse environmental condition or
circumstance affecting any Mortgaged Property, (i) a party not related to the
Mortgagor was identified as the responsible party for such condition or
circumstance, or (ii) the related Mortgagor was required either to provide
additional security which was deemed to be sufficient by the originator to
remediate the problem and/or to obtain an operations and maintenance plan where
such operations and maintenance plan was recommended in the related
Environmental Report.
13. Loan Document Status. Each Mortgage Note, Mortgage and other
document conveyed to the Depositor with respect to a Mortgage Loan that
evidences or secures such Mortgage Loan and was executed by or on behalf of the
related Mortgagor is the legal, valid and binding obligation of the maker
thereof (subject to any non-recourse provisions contained in any of the
foregoing agreements and any applicable state anti-deficiency or market value
limit deficiency legislation), enforceable in accordance with its terms, except
as such enforcement may be limited by bankruptcy, insolvency, reorganization or
other similar laws affecting the enforcement of creditors' rights generally, and
by general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law) and 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 document.
14. Insurance. Each Mortgaged Property is, and is required pursuant to
the related Mortgage, to be insured by (a) a fire and extended perils insurance
policy providing coverage against loss or damage sustained by reason of fire,
lightning, windstorm, hail, explosion, riot, riot attending a strike, civil
commotion, aircraft, vehicles and smoke, and, to the extent required as of the
date of origination by the originator of such Mortgage Loan consistent with its
normal commercial mortgage lending practices, against other risks insured
against by persons operating like properties in the locality of the Mortgaged
Property in an amount not less than the lesser of the principal balance of the
related Mortgage Loan and the replacement cost of the Mortgaged Property, with
no deduction for depreciation, and not less than the amount necessary to avoid
the operation of any co-insurance provisions with respect to the Mortgaged
Property; (b) a business interruption or rental loss insurance policy, in an
amount at least equal to six months of operations of the Mortgaged Property; (c)
a flood insurance policy (if any portion of buildings or other structures on the
Mortgaged Property are located in an area identified by the Federal Emergency
Management Agency as having special flood hazards); and (d) a comprehensive
general liability insurance policy in amounts as are generally required by
commercial mortgage lenders, and in any event not less than $1 million per
occurrence. Such insurance policy contains a standard mortgagee clause that
names the mortgagee (in its capacity as mortgagee or loss payee, as applicable)
as an additional insured and requires prior notice to the holder of the Mortgage
of termination or cancellation. No such notice has been received, including any
notice of nonpayment of premiums, that has not been cured. Each Mortgage
obligates the related
2-4
Mortgagor to maintain all such insurance and, upon such Mortgagor's failure to
do so, authorizes the holder of the Mortgage to maintain such insurance at the
Mortgagor's cost and expense and to seek reimbursement therefor from such
Mortgagor. Each Mortgage provides that casualty insurance proceeds will be
applied either to the restoration or repair of the related Mortgaged Property or
to the reduction of the principal amount of the Mortgage Loan.
15. Taxes and Assessments. As of the Closing Date, there are no
delinquent or unpaid taxes or assessments (including assessments payable in
future installments), or other outstanding charges affecting any Mortgaged
Property which are or may become a lien of priority equal to or higher than
the lien of the related Mortgage. For purposes of this representation and
warranty, real property taxes and assessments shall not be considered unpaid
until the date on which interest and/or penalties would be first payable
thereon.
16. Mortgagor Bankruptcy. No Mortgagor is, to the Seller's knowledge, a
debtor in any state or federal bankruptcy or insolvency proceeding.
17. Leasehold Estate. Each Mortgaged Property consists of the related
Mortgagor's fee simple estate in real estate or, if the related Mortgage Loan is
secured in whole or in part by the interest of a Mortgagor as a lessee under a
ground lease of a Mortgaged Property (a "Ground Lease"), of the related
Mortgagor's interest in the Ground Lease but is not secured by the related fee
interest in such Mortgaged Property (the "Fee Interest"):
(a) Such Ground Lease or a memorandum thereof has been or
will be duly recorded; such Ground Lease (or the related estoppel
letter or lender protection agreement between the Seller and related
lessor) permits the current use of the Mortgaged Property and permits
the interest of the lessee thereunder to be encumbered by the related
Mortgage; and there has been no material change in the payment terms of
such Ground Lease since the origination of the related Mortgage Loan,
with the exception of material changes reflected in written instruments
that are a part of the related Mortgage File;
(b) The lessee's interest in such Ground Lease is not
subject to any liens or encumbrances superior to, or of equal priority
with, the related Mortgage, other than Permitted Encumbrances;
(c) The Mortgagor's interest in such Ground Lease is
assignable to the Purchaser and its successors and assigns upon notice
to, but without the consent of, the lessor thereunder (or, if such
consent is required, it has been obtained prior to the Closing Date)
and, in the event that it is so assigned, is further assignable by the
Purchaser and its successors and assigns upon notice to, but without
the need to obtain the consent of, such lessor, or if such lessor's
consent is required it cannot be unreasonably withheld;
(d) Such Ground Lease is in full force and effect and no
material amendment to such Ground Lease is binding on mortgagee unless
the mortgagee has consented thereto, and the Seller has received no
notice that an event of default has occurred thereunder, and, to the
Seller's knowledge, there exists no condition that, but for the
2-5
passage of time or the giving of notice, or both, would result in an
event of default under the terms of such Ground Lease;
(e) Such Ground Lease, or an estoppel letter or other
agreement, (A) requires the lessor under such Ground Lease to give
notice of any default by the lessee to the holder of the Mortgage; and
(B) provides that no notice of termination given under such Ground
Lease is effective against the holder of the Mortgage unless a copy of
such notice has been delivered to such holder and the lessor has
offered or is required to enter into a new lease with such holder on
terms that do not materially vary from the economic terms of the Ground
Lease.
(f) A mortgagee 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;
(g) Except as set forth on Schedule C, such Ground Lease has
an original term (including any extension options set forth therein)
which extends not less than ten years beyond the Maturity Date of the
related Mortgage Loan;
(h) Under the terms of such Ground Lease and the related
Mortgage, taken together, any related insurance proceeds or
condemnation award awarded to the holder of the ground lease interest
will be applied either (A) to the repair or restoration of all or part
of the related Mortgaged Property, with the mortgagee or a trustee
appointed by the related Mortgage having the right to hold and disburse
such proceeds as the repair or restoration progresses (except in such
cases where a provision entitling a third party to hold and disburse
such proceeds would not be viewed as commercially unreasonable by a
prudent commercial mortgage lender), or (B) to the payment of the
outstanding principal balance of the Mortgage Loan together with any
accrued interest thereon; and
(i) Such Ground Lease does not impose any restrictions on
subletting which would be viewed as commercially unreasonable by
prudent commercial mortgage lenders in the lending area where the
Mortgaged Property is located.
18. Escrow Deposits. All escrow deposits and payments relating to each
Mortgage Loan that are, as of the Closing Date required to be deposited or paid
have been so deposited or paid.
19. LTV Ratio. The gross proceeds of each Mortgage Loan to the related
Mortgagor at origination did not exceed the non-contingent principal amount of
the Mortgage Loan and either: (a) such Mortgage Loan is secured by an interest
in real property having a fair market value (i) at the date the Mortgage Loan
was originated at least equal to 80 percent of the original principal balance of
the Mortgage Loan or (ii) at the Closing Date at least equal to 80 percent of
the principal balance of the Mortgage Loan on such date; provided that for
purposes hereof, the fair market value of the real property interest must first
be reduced by (x) the amount of any lien
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on the real property interest that is senior to the Mortgage Loan and (y) a
proportionate amount of any lien that is in parity with the Mortgage Loan
(unless such other lien secures a Mortgage Loan that is cross-collateralized
with such Mortgage Loan, in which event the computation described in clauses
(a)(i) and (a)(ii) of this paragraph (13) shall be made on a pro rata basis in
accordance with the fair market values of the Mortgaged Properties securing such
cross-collateralized Mortgage Loans); or (b) substantially all the proceeds of
such Mortgage Loan were used to acquire, improve or protect the real property
which served as the only security for such Mortgage Loan (other than a recourse
feature or other third party credit enhancement within the meaning of Treasury
Regulations Section 1.860G-2(a)(1)(ii)).
20. Mortgage Loan Modifications. Any Mortgage Loan that was
"significantly modified" prior to the Closing Date so as to result in a taxable
exchange under Section 1001 of the Code either (a) was modified as a result of
the default or reasonably foreseeable default of such Mortgage Loan or (b)
satisfies the provisions of either clause (a)(i) of paragraph (19) above
(substituting the date of the last such modification for the date the Mortgage
Loan was originated) or clause (a)(ii) of paragraph (19) above, including the
proviso thereto.
21. Advancement of Funds by the Seller. No holder of a Mortgage Loan
has advanced funds or induced, solicited or knowingly received any advance of
funds from a party other than the owner of the related Mortgaged Property,
directly or indirectly, for the payment of any amount required by such Mortgage
Loan.
22. No Mechanics' Liens. Each Mortgaged 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 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 except, in each case, for liens insured against by the Title
Policy referred to herein.
23. Compliance with Usury Laws. Each Mortgage Loan complied with all
applicable usury laws in effect at its date of origination.
24. Cross-collateralization. No Mortgage Loan is cross-collateralized
or cross-defaulted with any loan other than one or more other Mortgage Loans.
25. Releases of Mortgaged Property. Except as described in the next
sentence, 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 payment in full of all amounts due under the
related Mortgage Loan or in connection with the defeasance provisions of the
related Note and Mortgage. The Mortgages relating to those Mortgage Loans
identified on Schedule A require the mortgagee to grant releases of portions of
the related Mortgaged Properties upon (a) the satisfaction of certain legal and
underwriting requirements and (b) the payment of a release price set forth
therein and prepayment consideration in connection therewith.
26. No Equity Participation or Contingent Interest. No Mortgage Loan
contains any equity participation by the lender or provides for negative
amortization (except that the ARD
2-7
Loan may provide for the accrual of interest at an increased rate after the
Anticipated Repayment Date) or for any contingent or additional interest in the
form of participation in the cash flow of the related Mortgaged Property.
27. No Material Default. To the Seller's best knowledge, there exists
no material default, breach, violation or event of acceleration (and no event
which, with the passage of time or the giving of notice, or both, would
constitute any of the foregoing) under the documents evidencing or securing the
Mortgage Loan, in any such case to the extent the same materially and adversely
affects the value of the Mortgage Loan and the related Mortgaged Property;
provided, however, that this representation and warranty does not address or
otherwise cover any default, breach, violation or event of acceleration that
specifically pertains to any matter otherwise covered by any other
representation and warranty made by the Seller in any of paragraphs (3), (7),
(12), (14), (15), (16) and (17) hereof.
28. Inspections. The Seller (or if the Seller is not the originator,
the originator of the Mortgage Loan) has inspected or caused to be inspected
each Mortgaged Property in connection with the origination of the related
Mortgage Loan.
29. Local Law Compliance. Based on due diligence considered reasonable
by prudent commercial mortgage lenders in the lending area where the Mortgaged
Property is located, the improvements located on or forming part of each
Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal performed at origination.
30. Junior Liens. Only Mortgage Loans identified on Schedule B permit
the related Mortgaged Property to be encumbered by a lien junior to the lien of
the related Mortgage and describes any requirements relating to debt service
coverage or similar criteria needed to be satisfied to obtain such junior lien.
Except as otherwise set forth in Schedule B, the Seller has no knowledge that
any of the Mortgaged Properties is encumbered by any lien junior to or in parity
with the lien of the related Mortgage.
31. Actions Concerning Mortgage Loans. To the knowledge of the Seller,
there are no actions, suits or proceedings before any court, administrative
agency or arbitrator concerning any Mortgage Loan, Mortgagor or related
Mortgaged Property that might adversely affect title to the Mortgage Loan or the
validity or enforceability of the related Mortgage or that might materially and
adversely affect the value of the Mortgaged Property as security for the
Mortgage Loan or the use for which the premises were intended.
32. Servicing. The servicing and collection practices used by the
Seller have been in all material respects legal, proper and prudent and have met
customary industry standards.
33. Licenses and Permits. To the Seller's knowledge, based on due
diligence that it customarily performs in the origination of comparable mortgage
loans, as of the date of origination of each Mortgage Loan, the related
Mortgagor was in possession of all material
2-8
licenses, permits and franchises required by applicable law for the ownership
and operation of the related Mortgage Property as it was then operated.
34. Collateral in Trust. The Mortgage Note for each Mortgage Loan is
not secured by any collateral (including any mortgage) that is not included in
the Trust.
35. Single Purpose Entity. The Mortgagor on each Mortgage Loan with a
Cut-Off Date Principal Balance in excess of $20 million, was, as of the
origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a
"Single Purpose Entity" shall mean an entity, other than an individual, whose
organizational documents provide substantially to the effect that it was formed
or organized solely for the purpose of owning and operating one or more of the
Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging
in any business unrelated to such Mortgaged Property or Properties, and whose
organizational documents further provide, or which entity represented in the
related Mortgage Loan documents, substantially to the effect that it does not
have any 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, and that it holds itself out as a legal entity, separate
and apart from any other person.
36. Non-Recourse Exceptions. The Mortgage Loan documents for each
Mortgage Loan provide that such Mortgage Loan constitutes the non-recourse
obligations of the related obligors thereon except that either (i) such
provision does not apply in the case of fraud by the Mortgagor or (ii) such
documents provide that the Mortgagor shall be liable to the holder of the
Mortgage Loan for losses incurred as a result of fraud by the Mortgagor.
37. Defeasance. Each Mortgage Loan which grants the related Mortgagor
the option to obtain the release of the lien of the Mortgage on the related
Mortgaged Property by substituting U.S. Treasury securities for such Mortgaged
Property, as collateral for the related Mortgage Notes (i) does not, as a
factual matter, permit defeasance prior to the date such defeasance would be
permitted under the applicable REMIC provisions and (ii) requires the delivery
of a Rating Agency Confirmation or requires that (A) the replacement collateral
consist of U.S. Treasury securities in an amount sufficient to make all
scheduled payments under the Mortgage Note when due, as certified by an
independent accounting firm, (B) the Mortgage Loan be assumed by a
single-purpose entity that is established for the purpose of holding Defeasance
Collateral with respect to one or more Mortgage Loans, and (C) counsel provide
an opinion that the holder of the Mortgage Loan has a perfected security
interest in such collateral prior to any other claim or interest and (iii)
requires the related Mortgagor pay all of the reasonable costs and expenses
incurred in connection with the exercise of such options; and
38. SMMEA Qualification. Each Mortgage Loan was originated by a savings
and loan association, savings bank, commercial bank, credit union, insurance
company, or similar institution which is supervised and examined by a Federal or
State authority, or by a mortgagee approved by the Secretary of Housing and
Urban Development pursuant to Sections 203 and 211 of the National Housing Act.
2-9
IN WITNESS WHEREOF, each of the parties hereto has caused this Mortgage
Loan Purchase Agreement to be duly executed and delivered on this _________ day
of _____, 1999.
SELLER: XXXXX FARGO BANK, NATIONAL
ASSOCIATION
By:
-------------------------------------
Name: Xxx X. Xxxxxx
Title: Senior Vice President
PURCHASER: BEAR XXXXXXX COMMERCIAL
MORTGAGE SECURITIES INC.
By:
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President
Schedule A
Loans Requiring the Mortgagee to Grant Releases of Mortgaged Property
The Mortgage Loan identified as on the Mortgage Loan Schedule as Loan
Number 851192 (including 851192A and 851192B)
Schedule B
List of Junior Liens
None
Schedule C
List of Loans with Ground Leases
with terms less than 10 years
beyond the Stated Maturity Date
[None]
EXHIBIT 3
PRICING FORMULATION
3-1
EXHIBIT 4
XXXX OF SALE
1. PARTIES. The parties to this Xxxx of Sale are the
following:
Seller: Xxxxx Fargo Bank, National Association
Purchaser: Bear Xxxxxxx Commercial Mortgage Securities Inc.
2. SALE. For value received, the Seller hereby conveys to the
Purchaser, without recourse, all right, title and interest in and to the
Mortgage Loans identified on Exhibit 1 (the "Mortgage Loan Schedule") to the
Mortgage Loan Purchase Agreement, dated as of July 1, 1999 (the "Mortgage Loan
Purchase Agreement"), between the Seller and the Purchaser and all of the
following property:
(a) All accounts, general intangibles, chattel paper,
instruments, documents, money, deposit accounts, certificates of
deposit, goods, letters of credit, advices of credit and investment
property consisting of, arising from or relating to any of the
following property: the Mortgage Loans identified on the Mortgage Loan
Schedule, including the related Mortgage Notes, Mortgages, security
agreements, and title, hazard and other insurance policies, all
distributions with respect thereto payable on and after the Cut-off
Date, and the Mortgage Files;
(b) All accounts, general intangibles, chattel paper,
instruments, documents, money, deposit accounts, certificates of
deposit, goods, letters of credit, advices of credit, investment
property, and other rights arising from or by virtue of the disposition
of, or collections with respect to, or insurance proceeds payable with
respect to, or claims against other persons with respect to, all or any
part of the property described in clause (a) above (including any
accrued discount realized on liquidation of any investment purchased at
a discount); and
(c) All cash and non-cash proceeds of the property
described in clauses (a) and (b) above (but excluding the Purchase Price paid by
the Purchaser to the Seller).
3. PURCHASE PRICE. The amount set forth in the letter between
the Seller and the Purchaser dated the Closing Date.
4. DEFINITIONS. Terms used but not defined herein shall have
the meanings assigned to them in the Mortgage Loan Purchase Agreement.
4-1
IN WITNESS WHEREOF, each of the parties hereto has caused this Xxxx of
Sale to be duly executed and delivered on this _________ day of _____, 1999.
SELLER: XXXXX FARGO BANK, NATIONAL
ASSOCIATION
By:
-----------------------------------
Name: Xxx X. Xxxxxx
Title: Senior Vice President
PURCHASER: BEAR XXXXXXX COMMERCIAL
MORTGAGE SECURITIES INC.
By:
-----------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President
SCHEDULE II
LOAN
NUMBER LOAN NAME ADDRESS
------------------------------------------------------------------------------------------------------------------------------------
850937 PADI Building 00000 Xxxxx Xxxxxx
000000 Xxx Xxxxxxx Times Building 6710 Variel Avenue
850995 Xxx Xxxxxxx Xxxxxxxx 00000 Xxxxxxx Xxxxx Xxxxxxxxx
851072 The Pavilion Center 1900-1996 Hacienda Drive
851087 AMC Theatres 00000 Xxxxxxxxxxx Xxxx.
851122 000 Xxxxxx Xxx 000 Xxxxxx Xxxxxx
000000 Xxxxxx Xxxxx 00000 Xxxxxx Xxxxxx
851171 Milestone Too Shopping Center 0000 Xxxxx Xxxxx Xxxxxx
851174 Century Xxxx Xxxxx Xxxxxx Xxxxxxxx 000 Xxxxxxx Xxxxxx
851192 Friendswood/Postwood Portfolio
851195 Alta Vista Country Club 000 X. Xxxx Xxxxx Xxxxxx
851200 21601 Xxxxxxxxxx Xxxxxx 00000 Xxxxxxxxxx Xxxxxx
851203 Xxxxxx Xxxxxxxxx Xxxxxxxxxx Xxxxxxxx 0000 Xxxx Xxxxx Xxxxxx
851219 The Village Apartments 00000 Xxxxxxx Xxx
000000 Xxxxx Xxxxx 00000 Xxxx Xxxx
851238 Mountain View Plaza 9812-9832 N. 7th St.
851242 12701 Xxx Xxxx Xxxx. 00000 Xxx Xxxx Xxxx.
851243 12685 Xxx Xxxx Xxxxxxxxx 00000 Xxx Xxxx Xxxx.
851244 49-51 Strathearn & 50 Xxxxxxxx 00-00 Xxxxxxxxxx Xx. & 50 Xxxxxxxx Xx.
851245 27712 Avenue Mentry 27712 Avenue Mentry
851246 Los Alamitos Professional Medical Building 00000 Xxxxxx Xxxxxx
851248 1371 Xxxxxxx Xxxx Apartments 1371 S. Xxxxxxx Xxxx Blvd
851250 Redlands Apartments 0000 Xxxxxxxx Xxxxxx
000000 Xxxxxx Xxxxxxxx Xxxxxx 00000 Xxxxxx Road 81
851256 Xxxxxxx Warehouse - Colorado Springs 0000 Xxxxx Xxxxxx Xxxx
851258 The Design Center at Colorado Springs 5045 List Drive
851260 Technology Park 00000 Xxxxxxxxxx Xxxxx
851261 Fountains Shopping Center 0000 00xx Xxxxxx
851263 Mountain View Plaza 0000 Xxxxxx Xxxxxxxxx, Xxx. X-X
000000 View Point Apartments 10334 Oasis
851265 31240 Xx Xxxx Xxxxx 00000 Xx Xxxx Xxxxx
851266 Xxxxx Plaza Apartments 500 X. Xxxxx
851267 Mckinney Portfolio
851272 Xxxxxx Xxxxxxx Xxxxxxxxxx 0000 Xxxxxx Xxxxxxx
851273 00000 Xxxxxx Xxxxxx 00000 Xxxxxx Xxxxxx
000000 Xxxxxx Xxxx Group Xxxxxxxx 00000 Xxxxx 00xx Xxx
851278 Xxxxxx Square Apartments 0000 Xxxxxxx Xxxxx Xxxxxxxxx
000000 Xxxxxxxx Xxxx Apartments 00000 Xxxxxxxx Xxxxxx
851280 Xxxxxx Xxxx Xxxxxxxxxx 00000 Xxxxxx Xxxxxx
851282 Xxxxxxx Xxxxx 0000-X Xxxxxxx Xxxxx
851283 Tradewinds Apartments 0000 Xxxxxxxxx Xxxxx
851284 The Tuscany Apartments 1301 West Xxxx
851285 Willow Xxxx Apartments 1301 Sycamore School Road
851286 The Springs 0000 Xxxxx Xxxx
000000 Xxxxxxxxx Xxxxxxx Apartments 2803-2828 and 11718-11734 Crooked Lake Blvd.
851292 1685 Plymouth 0000 Xxxxxxxx
851296 Silver Springs Apartments 0000-0000 Xxxxx Xxxxxxx Xxx.
851299 Grand & XxXxxxxx Business Park 0000 X. Xxxxx Xxx. / 0000 X. XxXxxxxx Xxx.
000000 Xxxx Xxxxxx Apartments 0000 Xxxx Xxx Xxxxxxxxxx
000000 Marilla Sundance Apartments 0000 Xxxxxxx Xxxxx
000000 Xxxxxx Xxxxx Apartments 0000 X. Xxxxx Xxxxx
851307 Irvine-FedEx Building 00000 Xxx Xxxxxx Xxxxx
000000 XX Joe's at Poplar Square SC 2370 Poplar Drive
851310 Part of Liberty Village 13738, 13782, 00000 Xxxx Xxxxxx Xx.
851312 Dolphin & Crane Buildings 2929-2935 East Apache
851317 The Bay Club Hotel & Marina 2131 Shelter Island Drive
851319 Bahia Vista Apartments 000 X. 00xx Xxxxxx
851320 Grant Place Apartments 0000 Xxxxx Xxxxxx
851322 0000 X. Xxxxxx J 0000 X. Xxxxxx X
000000 Scherzinger Lane Apartments 17740 Scherzinger Lane
851327 TCI Call Center 0000 - 00xx Xxxxxx Xxxx
000000 Xxxxxxxx Apartments 6112-6175 Water Lily Commons
851329 Saturn Industrial Center 2751 - 0000 Xxxxxx Xxxxxx
851330 Town & Country Plaza 1535-1609 Vassar Street
851333 Xxxxxx Xxxxxxxx Xxxx 0000-0000 Xxxxxx Xxxxx
851334 Security Building/White Building 203 & 000 Xxxx Xxxxxx Xxxxxx
000000 0000 X. Xxxxxxx Xxxxxx 0000 X. Xxxxxxx Xxxxxx
851336 000 Xxxxxxxxxx Xxxxxx 000 Xxxxxxxxxx Xxxxxx
000000 Xxxxxxxxxxx Duplex Homes 0000 Xxxxxxxxx Xxxx
851338 Acorn Paper Products 0000 Xxxx Xxxxxxx Xxxxxxxxx
000000 Xxxxxx Senior Center 0000 Xxxxxx Xxxxxx
851341 Bellflower Senior Center 0000 Xxxxxx Xxxxxx
000000 Xxxxxxx Senior Center 00000 Xxxxxxx Xxxxxxxxx
851343 Halltree Apartments 00000 00xx Xxxxxx Xxxxx
851344 Xxxxxxxxx'x Village Shopping Center 2814 Xxxxxxxxx Blvd.
851347 Xxxxxxx Xxxxxxx Xxxxxxxxxx 0000 Xxxx Xxxxxx
851348 Xxxxxxxx Place Apartments 0000-0000 00xx Xxxxxx XX
000000 Eastwood Oaks Apartments 00-000 Xxx Xxxx Xxxxxx
000000 Universal Reprographics 00000 Xxxxxxxx Xxxxxx
000000 The 400 Center 000 Xxxx Xxxx Xxxx
851353 00-00 X. Xxxxx Xxxxx Xxxxxx 00-00 X. Santa Xxxxx Avenue
851354 Equitable Center 000 Xxxxxx Xxxxxx XX
000000 3301 & 0000 Xxxxxxx Xxxx. 3301 & 0000 Xxxxxxx Xxxx.
000000 Xxxxxxxx Xxxxxxxx Xxxx 0000 Xxxxx Xxxxxx Xxxxxx
851357 Davidson Warehouse 0000 Xxxxxxx Xxxxxx XX
000000 Country Club Village MHP 400 Xxxx Xxxx
851359 Stockton-Walgreens 5114, 5210, 0000 X. Xx Xxxxxx Xxxxxx
851360 Xxxxxxxx Avenue Industrial 1027, 0000 Xxxxx Xxxxxxxx Xxxxxx
851361 Stratford Square 0000 Xxxxxx xxx Xxx
000000 0000-00 0xx Xxxxxx 0000-00 0xx Xxxxxx
000000 Xxxx Xxxx at 18th St. Shopping Center 1692 thru 0000 Xxxx Xxxx Xxxxx
851364 Xxxxxxxxx Pointe Apartments 5125 Fairmont
851365 0000 Xxxxxxx Xxxx 0000 Xxx Xxxxxxx Xxxx
851367 Ocean Bluffs Mobilehome Park 3340 Del Sol Blvd.
851369 Central Computer Building 0000 Xxxxxxx Xxxxx Xxxxxxxxx
851370 2302 Trade Xxxx Xxxxxxxxx 0000 Xxxxx Xxxx Xxxxxxxxx
000000 000 Xxxxxxx Xxxxxx 000 Xxxxxxx Xxxxxx
000000 Xxxxxx Xxxxxxxx Xxxx I 0000 Xxxxxx Xxxxxxxxx, 600 & 000 Xxxx 00xx Xxx
000000 10 South Xxxxx & 36 Tiburon 00 Xxxxx Xxxxx Xxxx & 00 Xxxxxxx Xxxx.
000000 Xxxxxx Xxxxxxx Mobile Home Park 0000 X.X. 00xx Xxxxxx
851377 Davidson Industrial Park 6325, 6335, 6345, 6355, 0000 Xxxxxxxxxxx Xxxxx
851378 Hermco Center, I, II 3400, 3340-3360, 0000-0000 Xxxxx Xxxx
851381 Mountain View Apartments 1201 & 0000 Xxxxx Xxxxxx
851382 Hydra Re-load 0000 Xxxxxxxx Xxx
851383 0000 Xxxxxx Xxxxxx 0000 Xxxxxx Xxxxxx
000000 Xxxxxxxxxx Xxxxxx Center 000 X. Xx Xxxxxx Xxxx
000000 Valley Office Center 000 Xxxxx Xxxxxx Xxxxxx
851386 Xxxxx Apartments 000 Xxxxxxx Xxxxxx, 000 X. Xxxxx, 000-000 X. Xxxxx
000000 Xxxx Xxxxxx Xxxxxxxx Xxxx 5214 West Luke Avenue, 0000-0000 Xxxx Xxxxxxxxxx Xxx.,
0000 Xxxxx 00xx Xxx.
000000 Xxxxx Xxxxxxxx Center 00000 Xxxxx 00xx Xxxxxx
000000 510 & 000 Xxxxxxx Xxxxxx 510 & 000 Xxxxxxx Xxxxxx
851390 Xxxxxx Xxxxx Xxxxxxxx Xxxxxx 0000-0000 Xxxxx Xxxx
851391 Lamplighters Senior Citizens Inns 0000 Xxxxx Xxxxxx
851392 000 Xxxxx Xxxxxxxx Xxx. 411, 425, 000 Xxxxx Xxxxxxxx Xxxxxx
000000 Xxxxxxxxx Apartments 00000 Xxxxxx Xxxxxx
851394 Xxxxxxxx Townhouse 1327 & 0000 Xxxxxxxx Xxxxxxxxx
851395 Chadron Apartments 00000 Xxxxxxx Xxxxxx
000000 Xxxxxx Terrace Apartments 0000 Xxxxxx Xxxxxx
851398 Lemoli Terrace 00000 Xxxxxx Xxxxxx
851399 Saticoy Gardens 14955 Saticoy Street
851400 Regency Premier Apartments 0000 Xxxxxx Xxxxxx
000000 Xxxxxxxxx Apartments 1720, 1754, 1768 West 1300 North
851402 Grandview School 0000 Xxxxx Xxxxxx Xxxxxx
851403 Santa Xxxxxxx Plaza 2589, 2665, 2719 Air Fresno Dr. & 2590, 2666, 2720
851404 Waterford Center 0000-0000 Xxxxxxxx Xxxxxxxxx
000000 Xxxx Xxxxxx Shopping Center 000 Xxxx Xxxxxxxx Xxxxxx
851406 Ashley Xxxxx Xxxxxxxx Xxxxxx 000 Xxxxx Xxxxxxxx Xxxxxxxxx
000000 The Clarion - Del Mar Inn 720 Camino Del Mar
851409 Hayward Allsafe Mini Storage 00 Xxxxxxx Xxxxx
000000 Xxxxxx Allsafe 0000 Xxxxxx Xxxx
000000 Xxxxxx Industrial Park 5750, 5760, 0000 Xxxxxx Xxxxxx
851416 La Cienega/Jefferson Industrial Park 3341-3363 X. Xx Xxxxxxx Place and 5801-05 West Jef
851418 000 Xxxxxx Xxxxx Xxxxxxxxx 622 Contra Costa Blvd.
851419 Xxxxxxxx Properties
851420 0000 Xxx Xxxxxxxx Xxxx. 1405 San Xxxxxxxx Blvd.
851421 East Hill Apartments 0000 Xxxxxxxx Xxxxxx XX
000000 Handicraft Building 000-000 X. Xxxxxxx Xxxxxx
000000 Xxxxx Xxxxx Self Storage 1700 De la Xxxx
851425 Xxxxxx Plaza 0000-00 Xxxxxxxxxx Xxxxxxxxx, 0000-00 Xxxxxx Xxx.
851426 Riviera Center 1815 Xxx Xx Xxxxx
000000 Xxxx Electric Building 0000 Xxxxx Xxxx
000000 Xx Xxxxx Apartments 00000 00xx Xxxxxx
851430 Apache Junction - Bashas 0000 X. Xxxxxx Xxxxx
851433 Pacific Sunrise Apartments 0000 00xx Xxxxxx X.X.
851434 Xxxxxxx Xxxxx Xxxxxxxx Xxxxxx 00000 Xxxxxxx Xxxxx Parkway
851435 000 Xxxxxxx Xxxxxx 000 Xxxxxxx Xxxxxx
851438 00000 Xxxxxxxxx Xxxxxx 00000 Xxxxxxxxx Xxx.
851439 South Tech Business Park 4305, 4315, 4325, 4335, 4345 S. Industrial and 000 Xxxxxxxxx Xxxxxx
851441 0000 Xxxx Xxxxxx 0000 Xxxx Xxxxxx
851442 000 Xxxx Xx Xxxxxx 000 Xxxx Xx Cadena
851443 Des Xxxxx 14 Cine 00000 Xxxxxxxxxx Xxxx
851444 X'Xxxxxx 15 Cine 0000 Xxxxxxx Xxxx Xxxxx
000000 Xx. Xxxxxxx 18 Cine 1830 First Capitol Drive-South
851446 St. Clair 10 Cine 00 Xxxxxx Xxxxx
000000 Xxxxx Xxxxx 14 Cine 2845 Target Drive
851449 C&C MHC 0000 Xxxxxxxxx Xxxx
851450 Xxxxxx Xxxxx Xxxxxxxxxx 00000 Xxxxxx Xxxxxx
851451 0000 Xxxxxxx Xxxxx 0000 Xxxxxxx Xxxxx
851452 0000 Xxxxxxxxxx Xxx 0000 Xxxxxxxxxx Xxx
000000 Xxxxxxx Medical Building 0000 Xxxxxxx Xxxxx
000000 Xxxx Xxxxxx Xxxxxxxx Xxxx 920 Rock Ave.
851455 Schlumberger Building 00 Xxxx Xxxxxxxx Xxxx
000000 Xxxx Xx. Xxxxx Apartments 9249-9259 N. Fortune Ct.
851457 Manteca Self Store-It 0000 X. Xxxxxxxx Xxxxxx
000000 LifeCare Specialty Hospital 0000 Xxxxx Xxxxx Xxxx.
851460 Piatti's Restaurant & Shelter Bay Office Complex 625-655 Redwood Xxx
000000 Xxxxxxxxx Xxxxxx Industrial 3959 & 0000 Xxxxxxxxx Xxxxxx
851464 900 & 000 Xxxxxxx Xxxxxx 900 & 000 Xxxxxxx Xxxxxx
851465 Summit North Shopping Center 2214, 2220, 2230 Mall Dr. East
851467 Factual Xxxx Xxxxxx Xxxxxxxx 0000 Xxxxx Xxxx Xxxxx
000000 000 Xxxxx Xxxxxx 444 & 000 Xxxxx Xxxxxx
851469 Willows Apartments 0000 Xxxx Xxxxxxxxx
000000 Xxxxxxxx Plaza Shopping Center 0000-0000 Xxxxxxxxx Xxxxxx
851476 000 Xxxx Xx Xxxxxx Real 000 Xx Xxxxxx Xxxx Xxxx
000000 Financial Center 0000 Xxxxxxx Xxxxxx
000000 Xxxxxxxxxxx Mobile Home Community 0000 Xxxxxxx Xxx
851479 8800 Promenade Professional Xxxx. 0000 X.X. Xxxxxxxxx Xxxx
851481 8914-8918 Santa Xxxxxx Blvd. 8914-8918 Santa Xxxxxx Blvd.
851484 Lazy Pet Products 000 X. Xxxxxxx Xxxxxx
851485 Spanish Oaks Apts 0000 Xxxxxx Xxxx Xxxx.
851486 North Xxxxxxxx 0000 X. Xxxxxxxx Xxxxxx
000000 Xxxxxxxxxx Apartments 542/548 Ballantyne
851488 Corinthian Apartments 0000 Xxxxxxxx Xxxxx
000000 Xxxxxx Xxxxx Business Center 1609 X. Xxxxx Xxxxxx/0000-00 Xxxx Xxxxxx
000000 Xxxxxx Xxxx Xxxxxxxx Xxxx 3021 South Valley View
851498 First & Xxxxxxx Xxxxxxxx 000 Xxxxxxx Xxxxxx
000000 Xxxxxxxxxx Office Portfolio 5758, 5794, 5850, 5925, 5956-5964 W. Las Positas
851500 The Landmark Business & Financial Center 0000 Xxxx Xxxxxx
851501 America's Budget Storage, Xxxxxx XX 00000 Joy Road
851503 Kelsey Apartments 0000 - 0xx Xxxxxx XX
000000 Xxxxxxxxx Xxxxxxx 504, 520, 612 Xxxxx Avenue
851508 Quail Xxxxxxx Apartments 0000 Xxxxxxx Xxxx
000000 Xxxxxxxxxxxx Xxxxxxx Mini Storage 0000 Xxxx Xxxxxxxx Xxxxxx
000000 Redi Packaging Warehouse 0000 Xxxxxx
851526 Fountain Garden Apartments 3165, 0000 X. Xxxxxxxx Xxxx.
851528 Rancho Las Palmas Apartments 202-208 W. San Ysidro Blvd.
851530 Piedmont Xxxxxx Xxxxxx Xxxx 0000 Xxxxxxxx Xxxx
851539 Bromley Apartments 0000 X. 0xx Xxxxxx
000000 Xxxxxxxxx Express 0000 Xxxxxxx Xxxxx Xxxx
851550 CompuCom Systems Headquarters 0000 Xxxxxx Xxxx
851555 Mikohn Gaming Warehouse 0000 X. Xxxxxx Xxxxx
851556 Smoky Hill Village Phase II 0000 Xxxxx Xxxxxxxxx Xxx
851560 Gateway Center 00 Xxxxxxx Xxxxxx
000000 Xxxx Xxxxxx Xxxxx Xxxxx - Xxxxx I 0000 Xxxx Xx.
851565 Office Depot Dell Range Pavilion 1225 Dell Range Boulevard
851569 Wakefield Hall 0000 Xxx Xxxxxxxxx Xxx XX
000000 Xxxxx Xxxx Xxxxxxxxxx 000-000 Xxxxx Xxxxxx
851578 Royal Village Apartments - Gainesville 000 XX Xxxxx Xxxxxx
000000 Xxxxx Xxxxxxxxx Apartments 000 Xxxxxxxx Xxxxxx
000000 Xxxxxxxxx Xxxxx Apartments 0000-0000 Xxxxxxxxx Xxxxxx
851581 Xxxxx Xxxxxxxx Xxxxxxxxxx 0000-0000 X. Xxxx Xxxxxx
851582 Royal Village Apartments - Tallahassee 1835 Xxxx Xxxx Xxxxxx
000000 Xxxxxx Fiesta 000-000 Xxxxx Xxxxxxx Xxxxxx
851802 Plaza Xx Xxxxxxx 0000-0000 Xxxx Xxxx Xxxx
851806 Xxxxxxxxx Xxxxxxxxxx 000 Xxxxx XXX
851808 Xxxxxxx Xxxxxxx Xxxxxxxxxx 0000, 0000 & 0000 Xxxxxxx Avenue
851809 University Square 0000 Xxxxxxxxxx Xxxxxx
LOAN GROSS MORTGAGE ADMINISTRATIVE NET MORTGAGE
NUMBER CITY STATE ZIP CODE RATE COST RATE RATE ORIGINAL BALANCE
-----------------------------------------------------------------------------------------------------------------------------------
000000 Xxxxxx Xxxxx Xxxxxxxxx XX 00000 7.3600% 0.053% 7.3070% $7,000,000.00
850952 Xxxxxx Xxxx XX 00000 6.6100% 0.053% 6.5570% 1,100,000.00
850995 Xxxxxxxxx XX 00000 7.4050% 0.053% 7.3520% 5,400,000.00
000000 Xxxxx XX 00000 7.5240% 0.053% 7.4710% 9,500,000.00
851087 Xxxxxxxxxxx XX 00000 7.3700% 0.053% 7.3170% 18,900,000.00
851122 Xxxxxx Xxxxx XX 00000 6.9700% 0.053% 6.9170% 750,000.00
851129 Xxxxxxxx XX 00000 6.8500% 0.053% 6.7970% 1,100,000.00
851171 Xxxxxx Xxxx XX 00000 6.5300% 0.053% 6.4770% 825,000.00
851174 Xxxxxxxxxx XX 00000 7.2500% 0.053% 7.1970% 1,000,000.00
851192 7.1400% 0.053% 7.0870% 2,250,000.00
851195 Xxxxxxxxx XX 00000 6.6550% 0.053% 6.6020% 1,150,000.00
851200 Xxxxxxxxxx XX 00000 7.1700% 0.053% 7.1170% 2,210,000.00
000000 Xxxxxx Xxxxxxxxx XX 00000 7.2400% 0.053% 7.1870% 1,100,000.00
851219 Xxxxx XX 00000 6.2200% 0.053% 6.1670% 3,100,000.00
851236 Xxxxxxxxxx Xxxxxxxx XX 00000 6.7500% 0.053% 6.6970% 1,612,500.00
851238 Xxxxxxx XX 00000 6.4100% 0.053% 6.3570% 750,000.00
851242 Xxxxxxx XX 00000 6.2100% 0.053% 6.1570% 1,590,000.00
851243 Xxxxxxx XX 00000 6.0600% 0.053% 6.0070% 3,245,000.00
851244 Xxxx Xxxxxx XX 00000 7.1250% 0.053% 7.0720% 2,775,000.00
851245 Xxxxxxxx XX 00000 6.7450% 0.053% 6.6920% 4,500,000.00
851246 Xxx Xxxxxxxx XX 00000 6.9650% 0.053% 6.9120% 3,000,000.00
851248 Xxx Xxxxxxx XX 00000 7.1100% 0.053% 7.0570% 1,500,000.00
000000 Xxxxx xxx Xxx XX 00000 6.8100% 0.053% 6.7570% 1,150,000.00
851252 Xxxxxx XX 00000 6.4800% 0.053% 6.4270% 1,000,000.00
851256 Xxxxxxxx Xxxxxxx XX 00000 6.9850% 0.053% 6.9320% 1,010,000.00
851258 Xxxxxxxx Xxxxxxx XX 00000 7.0000% 0.053% 6.9470% 1,020,000.00
851260 Xxxxxx Xxxx XX 00000 6.4500% 0.053% 6.3970% 1,300,000.00
000000 Xxxxxxxx Xxxx XX 00000 7.9700% 0.053% 7.9170% 1,360,000.00
851263 Xxxxxxxxx XX 00000 7.5800% 0.053% 7.5270% 1,000,000.00
000000 Xxx Xxxxxxx XX 00000 6.5800% 0.053% 6.5270% 1,800,000.00
851265 Xxxxxxxx Xxxxxxx XX 00000 6.9100% 0.053% 6.8570% 1,120,000.00
851266 XxXxxxxx XX 00000 6.4000% 0.053% 6.3470% 1,000,000.00
851267 6.6550% 0.053% 6.6020% 2,710,000.00
851272 Xxx Xxxxxxx XX 00000 6.7900% 0.053% 6.7370% 1,000,000.00
851273 Xxx Xxxx XX 00000 6.8700% 0.053% 6.8170% 1,000,000.00
851275 Xxxxxxxxxx XX 00000 6.6700% 0.053% 6.6170% 850,000.00
851278 Xxx Xxxxxx XX 00000 5.7500% 0.053% 5.6970% 1,800,000.00
000000 Xxxxx Xxxxxxxxx XX 00000 7.2300% 0.053% 7.1770% 2,200,000.00
000000 Xxxxx Xxxxxxxxx XX 00000 7.2300% 0.053% 7.1770% 2,200,000.00
851282 Xxxxxx XX 00000 5.9100% 0.053% 5.8570% 1,725,000.00
851283 Xxxxxxxxx XX 00000 6.4250% 0.053% 6.3720% 1,500,000.00
851284 Xxxxxx XX 00000 5.7800% 0.053% 5.7270% 850,000.00
851285 Xxxx Xxxxx XX 00000 6.0800% 0.053% 6.0270% 2,100,000.00
851286 Xxxxxx XX 00000 5.7100% 0.053% 5.6570% 1,200,000.00
000000 Xxxx Xxxxxx XX 00000 5.9800% 0.053% 5.9270% 955,000.00
851292 Xxxxxxxx Xxxx XX 00000 6.6000% 0.053% 6.5470% 1,100,000.00
851296 Xxxxxx XX 00000 6.2200% 0.053% 6.1670% 920,000.00
851299 Xxxxx Xxx XX 00000 6.8100% 0.053% 6.7570% 1,500,000.00
000000 Xxxx Xxxxxx XX 00000 6.9300% 0.053% 6.8770% 5,600,000.00
851305 Xxxxxxxx XX 00000 6.3400% 0.053% 6.2870% 2,850,000.00
851306 Xxx Xxxxx XX 00000 6.3400% 0.053% 6.2870% 5,140,000.00
851307 Xxxxxx XX 00000 6.3500% 0.053% 6.2970% 1,500,000.00
851308 Xxxxxxx XX 00000 6.3600% 0.053% 6.3070% 970,000.00
851310 Xxxxxxxxxxx XX 00000 7.3400% 0.053% 7.2870% 1,900,000.00
851312 Xxxxx XX 00000 6.7200% 0.053% 6.6670% 2,030,000.00
851317 Xxx Xxxxx XX 00000 6.9750% 0.053% 6.9220% 6,950,000.00
851319 Xxx Xxxxx XX 00000 5.8900% 0.053% 5.8370% 660,000.00
851320 Xxx Xxxxxxx XX 00000 6.5300% 0.053% 6.4770% 270,000.00
851322 Xxxxxxxxx XX 00000 5.9600% 0.053% 5.9070% 1,380,000.00
851323 Xxxxxx Xxxxxxx XX 00000 5.7500% 0.053% 5.6970% 1,600,000.00
851327 Xxxx XX 00000 6.7000% 0.053% 6.6470% 3,900,000.00
851328 Xxxxxxxxx XX 00000 6.9350% 0.053% 6.8820% 2,100,000.00
851329 Brea XX 00000 6.2400% 0.053% 6.1870% 1,580,000.00
851330 Xxxx XX 00000 6.5500% 0.053% 6.4970% 1,750,000.00
000000 Xxxxxxxx Xxxx (Xxxxxxx Xxxx) XX 00000 6.1400% 0.053% 6.0870% 2,500,000.00
851334 Xxxxxxx XX 00000 6.1500% 0.053% 6.0970% 1,650,000.00
851335 Xxx Xxxxx XX 00000 5.8900% 0.053% 5.8370% 1,300,000.00
851336 Xxxxxxxxxx XX 00000 7.0300% 0.053% 6.9770% 1,942,500.00
851337 Xxxxxxxxxx XX 00000 6.4400% 0.053% 6.3870% 3,000,000.00
851338 Xxx Xxxxxxx XX 00000 7.3400% 0.053% 7.2870% 5,000,000.00
851340 Xxxxxxxxxx XX 00000 6.5600% 0.053% 6.5070% 2,528,000.00
851341 Xxxxxxxxxx XX 00000 6.5600% 0.053% 6.5070% 1,264,000.00
851342 Xxxxxxxxxx XX 00000 6.5600% 0.053% 6.5070% 2,640,000.00
000000 Xxx Xxxxxx XX 00000 6.6200% 0.053% 6.5670% 1,400,000.00
851344 Xxxxxxxx XX 00000 7.1100% 0.053% 7.0570% 1,500,000.00
851347 Xxxxxxxxx XX 00000 6.4400% 0.053% 6.3870% 3,200,000.00
851348 Xxxxxxx XX 00000 6.6900% 0.053% 6.6370% 1,900,000.00
851349 Xxxxx XX 00000 7.3000% 0.053% 7.2470% 1,550,000.00
851351 Xxxxxx XX 00000 7.5800% 0.053% 7.5270% 1,075,000.00
851352 Xxxxxxxxx XX 00000 6.3900% 0.053% 6.3370% 2,000,000.00
851353 Xxxxxxx XX 00000 6.2000% 0.053% 6.1470% 1,675,000.00
851354 Xxxxx XX 00000 6.7100% 0.053% 6.6570% 4,500,000.00
851355 Xxxxxx Xxxxxxx XX 00000 7.0600% 0.053% 7.0070% 1,225,000.00
851356 Xxxxxx XX 00000 7.1600% 0.053% 7.1070% 1,447,000.00
851357 Xxxxxxxxxxx XX 00000 6.9000% 0.053% 6.8470% 650,000.00
851358 Xxxxxxxxx XX 00000 6.3350% 0.053% 6.2820% 1,100,000.00
851359 Xxxxxxxx XX 00000 6.4200% 0.053% 6.3670% 1,000,000.00
851360 Xx Xxxxx XX 00000 6.3500% 0.053% 6.2970% 800,000.00
000000 Xxx Xxx XX 00000 6.8200% 0.053% 6.7670% 1,760,000.00
851362 Xxx Xxxxxxxxx XX 00000 6.1800% 0.053% 6.1270% 1,030,000.00
851363 Xxxxxxx XX 00000 6.7500% 0.053% 6.6970% 1,070,000.00
851364 Xxxxxxx XX 00000 6.5500% 0.053% 6.4970% 1,800,000.00
851365 Xxx Xxxx XX 00000 6.3500% 0.053% 6.2970% 2,900,000.00
851367 Xxx Xxxxx XX 00000 6.5100% 0.053% 6.4570% 9,975,000.00
851369 Xxxxx Xxxxx XX 00000 6.2500% 0.053% 6.1970% 3,000,000.00
851370 Xxx Xxxx XX 00000 7.5600% 0.053% 7.5070% 5,100,000.00
851371 Xxxx Xxxx XX 00000 6.3000% 0.053% 6.2470% 2,400,000.00
000000 Xxxxxxxxx XX 00000 7.2000% 0.053% 7.1470% 1,375,000.00
851373 Xxxx Xxxxxx XX 00000 6.6000% 0.053% 6.5470% 1,400,000.00
851374 Xxxxxxxx XX 00000 6.2900% 0.053% 6.2370% 750,000.00
851377 Xxx Xxxxx XX 00000 5.7500% 0.053% 5.6970% 1,500,000.00
851378 Xxxxxxx XX 00000 6.9300% 0.053% 6.8770% 3,000,000.00
000000 Xxxxxx XX 00000 6.3900% 0.053% 6.3370% 2,800,000.00
851382 Xxxxxxxx XX 00000 7.3200% 0.053% 7.2670% 820,000.00
851383 Xxxxxx Xxxxx XX 00000 6.5600% 0.053% 6.5070% 1,700,000.00
000000 Xxxxxxxx Xxxx XX 00000 6.7200% 0.053% 6.6670% 6,250,000.00
851385 Xxx Xxxx XX 00000 6.8650% 0.053% 6.8120% 3,525,000.00
851386 Xxxxxxxxxx XX 00000 7.5200% 0.053% 7.4670% 3,050,000.00
851387 Xxxxxxxx XX 00000 6.5300% 0.053% 6.4770% 2,700,000.00
851388 Xxxxxxx XX 00000 6.5600% 0.053% 6.5070% 3,800,000.00
851389 Xxx Xxxx XX 00000 6.7000% 0.053% 6.6470% 1,200,000.00
851390 Xxxxxx XX 00000 6.2200% 0.053% 6.1670% 1,700,000.00
000000 Xxxxx Xxxx XX 00000 5.6500% 0.053% 5.5970% 1,412,000.00
851392 Xx Xxxxx XX 00000 6.5200% 0.053% 6.4670% 1,500,000.00
000000 Xxxxx Xxxxxxxxx XX 00000 6.7700% 0.053% 6.7170% 1,970,000.00
851394 Xxx Xxxxxxx XX 00000 7.0200% 0.053% 6.9670% 1,645,000.00
851395 Xxxxxxxxx XX 00000 6.7700% 0.053% 6.7170% 2,137,500.00
851396 Xxxxxx Xxxx XX 00000 7.0200% 0.053% 6.9670% 1,575,000.00
851398 Xxxxxxxxx XX 00000 7.0200% 0.053% 6.9670% 1,365,000.00
851399 Xxx Xxxx XX 00000 6.7700% 0.053% 6.7170% 3,975,000.00
851400 Xxxxxxxx Xxxx XX 00000 6.7100% 0.053% 6.6570% 7,200,000.00
851401 Xxxx Xxxx Xxxx XX 00000 6.4200% 0.053% 6.3670% 1,900,000.00
851402 Xxxx Xxxx Xxxx XX 00000 6.8200% 0.053% 6.7670% 700,000.00
851403 Xxxxxx XX 00000 8.2200% 0.053% 8.1670% 5,400,000.00
851404 Xxxxxx XX 00000 5.9900% 0.053% 5.9370% 5,500,000.00
851405 Xxxxxx Xxxx XX 00000 8.0200% 0.053% 7.9670% 1,500,000.00
851406 Xxxxxxxxx XX 00000 7.8600% 0.053% 7.8070% 3,600,000.00
000000 Xxx Xxx XX 00000 7.0000% 0.053% 6.9470% 2,400,000.00
851409 Xxxxxxx XX 00000 6.6300% 0.053% 6.5770% 2,040,000.00
851411 Xxxxxx XX 00000 6.6300% 0.053% 6.5770% 3,800,000.00
851415 Xxxxxx Xxxx XX 00000 6.4000% 0.053% 6.3470% 3,235,000.00
851416 Xxx Xxxxxxx XX 00000 6.3800% 0.053% 6.3270% 1,650,000.00
851418 Xxxxxxxx Xxxx XX 00000 6.7800% 0.053% 6.7270% 1,300,000.00
851419 7.0900% 0.053% 7.0370% 5,650,000.00
851420 Xxxxxxx XX 00000 5.7000% 0.053% 5.6470% 2,625,000.00
851421 Xxxx Xxxxxxx XX 00000 6.4800% 0.053% 6.4270% 1,100,000.00
851423 Xxx Xxxxx XX 00000 8.0700% 0.053% 8.0170% 2,300,000.00
851424 Xxxxx Xxxxx XX 00000 6.4900% 0.053% 6.4370% 2,500,000.00
851425 Xxxxxx Xxxx XX 00000 6.7600% 0.053% 6.7070% 5,000,000.00
851426 Xxxxxxx Xxxxx XX 00000 6.9800% 0.053% 6.9270% 2,220,000.00
851428 Xxxx Xxxxxx XX 00000 6.0700% 0.053% 6.0170% 3,900,000.00
000000 Xxxxxx Xxxxxxx XX 00000 7.8900% 0.053% 7.8370% 1,050,000.00
851430 Xxxxxx Xxxxxxxx XX 00000 7.5800% 0.053% 7.5270% 2,600,000.00
851433 Xxxxxxx XX 00000 6.5300% 0.053% 6.4770% 4,300,000.00
851434 Xxxxxx XX 00000 7.1200% 0.053% 7.0670% 1,400,000.00
851435 Xxx Xxxxxxxxx XX 00000 6.6700% 0.053% 6.6170% 4,800,000.00
851438 Xxxxxx XX 00000 6.2600% 0.053% 6.2070% 4,788,000.00
851439 Xxx Xxxxx XX 00000 6.9100% 0.053% 6.8570% 11,500,000.00
851441 Xxxxxxxx XX 00000 6.5700% 0.053% 6.5170% 1,600,000.00
851442 Xxxxxxxxx XX 00000 7.5900% 0.053% 7.5370% 1,000,000.00
000000 Xxx Xxxxx XX 00000 8.2550% 0.053% 8.2020% 8,700,000.00
851444 X'Xxxxxx XX 00000 8.2550% 0.053% 8.2020% 6,800,000.00
000000 Xx. Xxxxxxx XX 00000 8.2550% 0.053% 8.2020% 10,500,000.00
851446 Xxxxxxxx Xxxxxxx XX 00000 8.2550% 0.053% 8.2020% 3,000,000.00
000000 Xx. Xxxxx XX 00000 7.7350% 0.053% 7.6820% 3,000,000.00
851449 Xxx Xxxxxxxxxx XX 00000 7.0200% 0.053% 6.9670% 1,610,000.00
000000 Xxxxx Xxxxxxxxx XX 00000 6.8000% 0.053% 6.7470% 2,320,000.00
851451 Xxxxxxxxx XX 00000 6.9200% 0.053% 6.8670% 785,000.00
851452 Xxxxxxxxx XX 00000 6.8400% 0.053% 6.7870% 2,000,000.00
000000 Xxxxx Xxxx XX 00000 7.3300% 0.053% 7.2770% 1,500,000.00
851454 Xxx Xxxx XX 00000 7.5200% 0.053% 7.4670% 7,075,000.00
851455 Xxxx Xxxxxx XX 00000 6.8600% 0.053% 6.8070% 6,600,000.00
851456 Xxxxxxxx XX 00000 6.6500% 0.053% 6.5970% 1,424,850.00
851457 Xxxxxxx XX 00000 7.2100% 0.053% 7.1570% 1,200,000.00
851459 Xxxxxx XX 00000 6.7200% 0.053% 6.6670% 5,000,000.00
851460 Xxxx Xxxxxx XX 00000 6.9000% 0.053% 6.8470% 8,650,000.00
851463 Xxx Xxxxx XX 00000 6.2300% 0.053% 6.1770% 1,650,000.00
851464 Xxxxxxxx XX 00000 6.8700% 0.053% 6.8170% 2,500,000.00
851465 Xxxxxxxxx Xxxxxxxx XX 00000 6.7200% 0.053% 6.6670% 10,550,000.00
851467 Xxxxxxxx XX 00000 7.6100% 0.053% 7.5570% 2,650,000.00
851468 Xxx Xxxxxxxxx XX 00000 7.1500% 0.053% 7.0970% 5,500,000.00
851469 Xxxxx XX 00000 6.6100% 0.053% 6.5570% 5,000,000.00
851472 Xxxxxxx XX 00000 6.9000% 0.053% 6.8470% 2,475,000.00
000000 Xxxxxxxx Xxxx XX 00000 6.9700% 0.053% 6.9170% 19,500,000.00
851477 Xxxxxx Xxxxx XX 00000 7.0100% 0.053% 6.9570% 1,500,000.00
851478 Xxxxxxxxx XX 00000 7.8400% 0.053% 7.7870% 2,000,000.00
851479 Xxxxxxxxx XX 00000 7.2700% 0.053% 7.2170% 2,950,000.00
000000 Xxxx Xxxxxxxxx XX 00000 7.3400% 0.053% 7.2870% 2,500,000.00
851484 Brea XX 00000 6.7000% 0.053% 6.6470% 1,750,000.00
851485 Xxx Xxxxx XX 00000 6.9000% 0.053% 6.8470% 4,400,000.00
851486 Xx Xxxxx XX 00000 8.0000% 0.053% 7.9470% 1,500,000.00
851487 Xx Xxxxx XX 00000 8.0000% 0.053% 7.9470% 1,650,000.00
851488 Xxx Xxxxx XX 00000 8.0000% 0.053% 7.9470% 5,600,000.00
851493 Xxxxxxx XX 00000 7.0300% 0.053% 6.9770% 1,700,000.00
851494 Xxx Xxxxx XX 00000 7.3500% 0.053% 7.2970% 1,550,000.00
851498 Xxxxxxx XX 00000 7.4300% 0.053% 7.3770% 7,500,000.00
851499 Xxxxxxxxxx XX 00000 7.4250% 0.053% 7.3720% 25,800,000.00
851500 Xxxxxxxxxx XX 00000 7.2400% 0.053% 7.1870% 12,000,000.00
851501 Xxxxxx XX 00000 7.1900% 0.053% 7.1370% 1,650,000.00
851503 Xxxxxxx XX 00000 7.3900% 0.053% 7.3370% 2,690,000.00
851507 Xxxxxxx XX 00000 7.2500% 0.053% 7.1970% 2,700,000.00
851508 Xxxx XX 00000 7.4000% 0.053% 7.3470% 2,050,000.00
851520 Xxxx XX 00000 7.6000% 0.053% 7.5470% 1,500,000.00
851525 Xxxxxxx XX 00000 7.7300% 0.053% 7.6770% 2,900,000.00
851526 Xxxxxxxx Xxxxxxx XX 00000 7.3800% 0.053% 7.3270% 1,510,000.00
851528 Xxx Xxxxxx XX 00000 7.4900% 0.053% 7.4370% 2,850,000.00
851530 Xxxxxxx XX 00000 7.9350% 0.053% 7.8820% 1,950,000.00
851539 Xxxxxxxx XX 00000 7.7000% 0.053% 7.6470% 1,500,000.00
851548 Xxxxxxxxx XX 00000 7.3900% 0.053% 7.3370% 4,745,000.00
851550 Xxxxxx XX 00000 7.2150% 0.053% 7.1620% 23,000,000.00
851555 Xxx Xxxxx XX 00000 8.1350% 0.053% 8.0820% 1,792,500.00
851556 Xxxxxx XX 00000 8.3400% 0.053% 8.2870% 1,600,000.00
851560 Xxxxxxxx Xxxxxxx XX 00000 7.6300% 0.053% 7.5770% 3,750,000.00
851563 Xxxxxxxxxx XX 00000 6.9200% 0.053% 6.8670% 22,400,000.00
851565 Xxxxxxxx XX 00000 8.3400% 0.053% 8.2870% 1,900,000.00
851569 Xxxxxxxxxx XX 00000 7.8400% 0.053% 7.7870% 1,500,000.00
851577 Xxxxxxxxxxx XX 00000 7.1300% 0.053% 7.0770% 3,425,000.00
851578 Xxxxxxxxxxx XX 00000 6.8700% 0.053% 6.8170% 7,050,000.00
851579 Xxxxxxxxx XX 00000 6.8600% 0.053% 6.8070% 5,525,000.00
851580 Xxxxxx XX 00000 7.0000% 0.053% 6.9470% 12,825,000.00
851581 Xxxxxxxxxxx XX 00000 6.9200% 0.053% 6.8670% 2,875,000.00
851582 Xxxxxxxxxxx XX 00000 6.8300% 0.053% 6.7770% 3,875,000.00
851586 Xxxxxxxx XX 00000 7.7900% 0.053% 7.7370% 3,100,000.00
851802 Xxxxxxx XX 00000 7.2500% 0.053% 7.1970% 10,000,000.00
851806 Xxx Xxxxxx XX 00000 6.8000% 0.053% 6.7470% 2,500,000.00
851808 Xxxxxxx XX 00000 6.8500% 0.053% 6.7970% 2,100,000.00
851809 Xxxxxxx XX 00000 8.2000% 0.053% 8.1470% 2,000,000.00
STATED
ORIGINAL REMAINING
TERM TO TERM TO ORIGINAL
LOAN MATURITY MATURITY AMORTIZATION
NUMBER CUT-OFF BALANCE (MOS.) (MOS.) MATURITY DATE ARD DATE ARD RATE STEP (BPS) (MOS.)
-----------------------------------------------------------------------------------------------------------------------------------
850937 $6,806,976.18 180 171 10/01/13 180
850952 1,085,817.46 120 110 09/01/08 300
850995 5,328,185.10 120 108 07/01/08 300
851072 9,395,534.37 115 107 06/01/08 324
851087 18,489,569.26 240 228 07/01/18 240
851122 730,630.54 180 172 11/01/13 180
851129 1,073,369.88 120 108 07/01/08 240
851171 819,258.03 120 112 11/01/08 360
851174 989,492.15 120 109 08/01/08 324
851192 2,185,363.00 180 171 10/01/13 180
851195 1,134,631.12 120 110 09/01/08 300
851200 2,193,361.66 180 170 09/01/13 360
851203 1,091,846.54 180 170 09/01/13 360
851219 3,074,252.78 120 114 01/01/09 300
851236 1,587,079.69 180 172 11/01/13 240
851238 736,195.03 120 111 10/01/08 240
851242 1,559,997.96 120 111 10/01/08 240
851243 3,204,064.47 120 111 10/01/08 300
851244 2,740,504.35 120 110 09/01/08 300
851245 4,446,766.78 144 135 10/01/10 300
851246 2,978,978.79 180 171 10/01/13 360
851248 1,487,643.10 180 170 09/01/13 360
851250 1,139,960.78 180 170 09/01/13 360
851252 973,094.96 180 172 11/01/13 180
851256 984,344.13 180 172 11/01/13 180
851258 1,004,414.10 121 113 12/01/08 240
851260 1,276,190.41 120 111 10/01/08 240
851261 1,346,162.62 240 234 01/01/19 240
851263 991,224.29 120 112 11/01/08 300
851264 1,778,160.62 120 111 10/01/08 300
851265 1,106,267.39 120 110 09/01/08 300
851266 992,071.54 120 111 10/01/08 360
851267 2,689,667.36 120 111 10/01/08 360
851272 991,236.60 180 170 09/01/13 360
851273 967,839.34 120 110 09/01/08 180
851275 824,605.13 180 171 10/01/13 180
851278 1,767,356.47 120 112 11/01/08 240
851279 2,162,137.06 240 231 10/01/18 240
851280 2,162,137.06 240 231 10/01/18 240
851282 1,711,354.61 120 112 11/01/08 360
851283 1,486,726.55 120 110 09/01/08 360
851284 843,097.07 120 112 11/01/08 360
851285 2,083,954.25 120 112 11/01/08 360
851286 1,189,002.58 120 111 10/01/08 360
851288 944,067.75 120 112 11/01/08 300
851292 1,087,313.98 120 111 10/01/08 300
851296 912,420.25 120 111 10/01/08 360
851299 1,461,310.36 180 172 11/01/13 180
851303 5,564,199.62 120 112 11/01/08 360
851305 2,815,670.99 120 111 10/01/08 300
851306 5,095,939.98 120 111 10/01/08 360
851307 1,417,443.97 120 111 10/01/08 120
851308 940,789.45 180 171 10/01/13 180
851310 1,867,725.09 240 231 10/01/18 240
851312 2,005,849.44 120 114 01/01/09 240
851317 6,843,468.89 180 172 11/01/13 240
851319 648,439.86 120 112 11/01/08 240
851320 266,698.97 120 111 10/01/08 300
851322 1,326,858.89 120 112 11/01/08 144
851323 1,578,771.98 120 111 10/01/08 300
851327 3,838,135.44 180 172 11/01/13 240
851328 2,083,349.15 120 110 09/01/08 360
851329 1,560,650.39 120 111 10/01/08 300
851330 1,729,647.33 120 111 10/01/08 300
851333 2,483,643.45 120 113 12/01/08 360
851334 1,629,490.78 120 111 10/01/08 300
851335 1,277,230.11 120 112 11/01/08 240
851336 1,909,432.51 240 231 10/01/18 240
851337 2,925,221.71 204 195 10/01/15 204
851338 4,934,344.99 240 233 12/01/18 240
851340 2,491,582.80 240 233 12/01/18 240
851341 1,245,791.37 240 233 12/01/18 240
851342 2,601,969.33 240 233 12/01/18 240
851343 1,383,908.40 120 111 10/01/08 300
851344 1,484,141.55 120 111 10/01/08 300
851347 3,177,304.28 120 112 11/01/08 360
851348 1,878,417.97 180 171 10/01/13 300
851349 1,537,634.47 180 173 12/01/13 300
851351 1,061,746.37 120 113 12/01/08 240
851352 1,981,395.28 120 113 12/01/08 300
851353 1,654,350.95 120 111 10/01/08 300
851354 4,396,742.07 144 139 02/01/11 144
851355 1,214,816.67 120 113 12/01/08 300
851356 1,428,170.72 240 233 12/01/18 240
851357 633,365.66 180 172 11/01/13 180
851358 1,092,025.75 120 112 11/01/08 360
851359 983,218.60 240 232 11/01/18 240
851360 791,373.71 120 112 11/01/08 300
851361 1,744,761.70 120 113 12/01/08 300
851362 1,022,289.93 120 112 11/01/08 360
851363 1,049,008.05 180 174 01/01/14 180
851364 1,770,249.48 241 233 12/01/18 240
851365 2,881,844.00 120 113 12/01/08 360
851367 9,858,208.85 180 171 10/01/13 300
851369 2,918,778.65 180 172 11/01/13 180
851370 5,076,750.20 120 116 03/01/09 300
851371 2,373,909.62 120 112 11/01/08 300
851372 1,354,511.50 240 232 11/01/18 240
851373 1,391,688.87 120 113 12/01/08 360
851374 743,912.12 120 111 10/01/08 360
851377 1,457,618.33 180 172 11/01/13 180
851378 2,923,426.97 180 172 11/01/13 180
851381 2,724,100.70 180 172 11/01/13 180
851382 805,828.81 204 197 12/01/15 204
851383 1,684,625.77 120 113 12/01/08 300
851384 6,164,014.80 240 233 12/01/18 240
851385 3,477,381.44 240 233 12/01/18 240
851386 3,012,103.74 240 233 12/01/18 240
851387 2,674,464.98 120 113 12/01/08 300
851388 3,764,227.21 120 113 12/01/08 300
851389 1,168,750.52 180 172 11/01/13 180
851390 1,665,130.41 180 174 01/01/14 180
851391 1,376,935.83 180 173 12/01/13 180
851392 1,484,269.12 180 172 11/01/13 300
851393 1,957,971.47 120 113 12/01/08 360
851394 1,635,431.82 120 113 12/01/08 360
851395 2,124,448.73 120 113 12/01/08 360
851396 1,565,838.96 120 113 12/01/08 360
851398 1,357,060.46 120 113 12/01/08 360
851399 3,950,729.19 120 113 12/01/08 360
851400 7,155,524.95 120 113 12/01/08 360
851401 1,872,862.60 121 114 01/01/09 240
851402 675,272.51 120 114 01/01/09 120
851403 5,380,359.10 120 116 03/01/09 300
851404 5,452,621.95 120 114 01/01/09 300
851405 1,482,538.69 240 233 12/01/18 240
851406 3,585,948.95 120 116 03/01/09 300
851408 2,381,962.54 120 114 01/01/09 300
851409 2,021,765.09 180 173 12/01/13 300
851411 3,766,033.03 180 173 12/01/13 300
851415 3,203,788.82 120 113 12/01/08 300
851416 1,634,032.04 120 113 12/01/08 300
851418 1,288,668.36 84 77 12/01/05 300
851419 5,609,243.55 240 234 01/01/19 300
851420 2,593,579.53 120 112 11/01/08 300
851421 1,089,918.77 120 113 12/01/08 300
851423 2,293,296.98 120 117 04/01/09 300
851424 2,484,805.93 120 113 12/01/08 360
851425 4,956,269.84 120 113 12/01/08 300
851426 2,207,862.96 180 173 12/01/13 360
851428 3,860,431.79 120 113 12/01/08 300
851429 1,043,374.91 120 114 01/01/09 300
851430 2,569,286.09 228 222 01/01/18 228
851433 4,254,978.73 120 112 11/01/08 300
851434 1,388,480.52 180 173 12/01/13 300
851435 4,775,350.77 120 114 01/01/09 360
851438 4,748,485.77 120 114 01/01/09 300
851439 11,417,571.21 120 113 12/01/08 324
851441 1,542,715.20 120 114 01/01/09 120
851442 987,687.03 240 233 12/01/18 240
851443 8,606,059.60 236 234 01/01/19 235
851444 6,731,734.51 240 234 01/01/19 240
851445 10,394,590.07 240 234 01/01/19 240
851446 2,969,882.91 240 234 01/01/19 240
851447 2,853,464.12 116 114 01/01/09 116
851449 1,602,639.95 120 116 03/01/09 300
851450 2,306,808.42 120 113 12/01/08 360
851451 778,317.24 120 113 12/01/08 300
851452 1,982,742.08 120 113 12/01/08 300
851453 1,493,289.81 120 114 01/01/09 360
851454 7,034,252.56 120 115 02/01/09 300
851455 6,550,560.16 84 78 01/01/06 300
851456 1,392,401.96 180 173 12/01/13 180
851457 1,191,513.63 120 114 01/01/09 300
851459 4,961,681.72 120 114 01/01/09 300
851460 8,607,643.95 120 114 01/01/09 360
851463 1,636,317.62 120 114 01/01/09 300
851464 2,481,303.32 120 114 01/01/09 300
851465 10,481,120.24 120 115 02/01/09 300
851467 2,621,777.99 240 234 01/01/19 240
851468 5,460,716.31 120 114 01/01/09 300
851469 4,960,992.42 120 114 01/01/09 300
851472 2,435,143.99 180 175 02/01/14 180
851476 19,356,533.81 120 114 01/01/09 300
851477 1,489,036.34 120 114 01/01/09 300
851478 1,990,994.19 120 113 12/01/08 360
851479 2,903,970.28 180 175 02/01/14 180
851481 2,453,350.18 180 174 01/01/14 180
851484 1,738,538.94 120 115 02/01/09 300
851485 4,362,415.50 120 113 12/01/08 300
851486 1,491,997.27 120 115 02/01/09 300
851487 1,643,732.88 120 116 03/01/09 300
851488 5,570,123.09 120 115 02/01/09 300
851493 1,689,433.76 120 115 02/01/09 300
851494 1,544,537.25 120 117 04/01/09 300
851498 7,467,155.91 84 78 01/01/06 360
851499 25,701,453.22 84 79 02/01/06 360
851500 11,945,284.50 84 78 01/01/06 360
851501 1,644,366.44 120 117 04/01/09 300
851503 2,684,294.63 120 118 05/01/09 300
851507 2,649,800.12 180 174 01/01/14 180
851508 2,037,967.06 120 115 02/01/09 300
851520 1,495,238.42 120 117 04/01/09 300
851525 2,874,709.76 180 177 04/01/14 180
851526 1,506,791.32 120 118 05/01/09 300
851528 2,838,061.30 120 116 03/01/09 300
851530 1,944,174.47 120 117 04/01/09 300
851539 1,495,019.93 240 238 05/01/19 240
851548 4,734,936.06 120 118 05/01/09 300
851550 22,921,816.40 120 117 04/01/09 300
851555 1,790,656.17 120 119 06/01/09 300
851556 1,598,998.35 120 119 06/01/09 360
851560 3,747,288.59 120 119 06/01/09 360
851563 22,366,917.31 120 118 05/01/09 360
851565 1,898,110.00 120 119 06/01/09 300
851569 1,500,000.00 120 120 07/01/09 300
851577 3,425,000.00 120 120 07/01/09 300
851578 7,050,000.00 120 120 07/01/09 300
851579 5,525,000.00 120 120 07/01/09 300
851580 12,825,000.00 120 120 07/01/09 300
851581 2,875,000.00 120 120 07/01/09 300
851582 3,875,000.00 120 120 07/01/09 300
851586 3,100,000.00 120 120 07/01/09 360
851802 9,926,042.95 120 110 09/01/08 360
851806 2,451,004.84 120 110 09/01/08 240
851808 2,032,344.84 120 110 09/01/08 180
851809 1,990,373.63 120 112 11/01/08 360
DEBT
SERVICE
LOAN INTEREST ONLY FIRST PAYMENT COVERAGE INTEREST
NUMBER MONTHS DATE MONTHLY P&I APPRAISED VALUE CUT-OFF LTV RATIO ACCRUAL METHOD
------------------------------------------------------------------------------------------------------------------------------------
850937 0 11/01/98 $64,335 $10,000,000 68.07% 1.04x Actual/360
850952 0 10/01/98 7,503 1,500,000 72.39% 1.53 Actual/360
850995 0 08/01/98 39,572 8,100,000 65.78% 1.43 Actual/360
851072 0 12/01/98 68,371 13,200,000 71.15% 1.41 Actual/360
851087 0 08/01/98 150,758 26,550,000 69.64% 1.30 Actual/360
851122 0 12/01/98 6,729 1,380,000 52.94% 1.87 30/360
851129 0 08/01/98 8,430 1,775,000 60.47% 1.68 30/360
851171 0 12/01/98 5,231 1,150,000 71.24% 1.67 Actual/360
851174 0 09/01/98 7,042 1,400,000 70.68% 1.46 Actual/360
851192 0 11/01/98 20,400 4,505,000 48.51% 1.69 30/360
851195 0 10/01/98 7,877 14,000,000 8.10% 16.27 30/360
851200 0 10/01/98 14,956 3,000,000 73.11% 1.24 Actual/360
851203 0 10/01/98 7,496 1,750,000 62.39% 1.29 Actual/360
851219 0 02/01/99 20,392 5,200,000 59.12% 1.62 Actual/360
851236 0 12/01/98 12,261 2,150,000 73.82% 1.45 Actual/360
851238 0 11/01/98 5,552 1,710,000 43.05% 2.77 Actual/360
851242 0 11/01/98 11,585 2,900,000 53.79% 1.21 Actual/360
851243 0 11/01/98 21,027 4,740,000 67.60% 1.74 Actual/360
851244 0 10/01/98 19,835 4,550,000 60.23% 1.50 30/360
851245 0 11/01/98 31,077 6,800,000 65.39% 1.57 30/360
851246 0 11/01/98 19,889 4,950,000 60.18% 1.69 Actual/360
851248 0 10/01/98 10,091 2,800,000 53.13% 1.47 30/360
851250 0 10/01/98 7,505 2,380,000 47.90% 2.17 30/360
851252 0 12/01/98 8,700 1,750,000 55.61% 1.41 30/360
851256 0 12/01/98 9,070 1,610,000 61.14% 1.49 Actual/360
851258 0 12/01/98 7,908 1,430,000 70.24% 1.26 Actual/360
851260 0 11/01/98 9,654 2,050,000 62.25% 1.36 Actual/360
851261 0 02/01/99 11,350 2,000,000 67.31% 1.60 Actual/360
851263 0 12/01/98 7,442 1,460,000 67.89% 1.29 Actual/360
851264 0 11/01/98 12,244 2,760,000 64.43% 1.66 30/360
851265 0 10/01/98 7,852 1,620,000 68.29% 1.38 Actual/360
851266 0 11/01/98 6,255 1,375,000 72.15% 1.51 Actual/360
851267 0 11/01/98 17,406 3,530,000 76.19% 1.61 Actual/360
851272 0 10/01/98 6,513 4,100,000 24.18% 4.01 30/360
851273 0 10/01/98 8,916 1,880,000 51.48% 1.43 Actual/360
851275 0 11/01/98 7,484 1,290,000 63.92% 1.29 30/360
851278 0 12/01/98 12,638 4,640,000 38.09% 2.56 30/360
851279 0 11/01/98 17,362 2,850,000 75.86% 1.21 30/360
851280 0 11/01/98 17,362 2,750,000 78.62% 1.21 30/360
851282 0 12/01/98 10,243 4,750,000 36.03% 3.37 Actual/360
851283 0 10/01/98 9,407 2,900,000 51.27% 2.19 Actual/360
851284 0 12/01/98 4,977 2,100,000 40.15% 3.10 Actual/360
851285 0 12/01/98 12,699 3,350,000 62.21% 2.56 Actual/360
851286 0 11/01/98 6,972 2,950,000 40.31% 3.45 Actual/360
851288 0 12/01/98 6,141 1,350,000 69.93% 1.74 Actual/360
851292 0 11/01/98 7,496 1,650,000 65.90% 1.59 Actual/360
851296 0 11/01/98 5,647 1,250,000 72.99% 1.44 Actual/360
851299 0 12/01/98 13,324 2,395,000 61.02% 1.39 Actual/360
851303 0 12/01/98 36,994 7,700,000 72.26% 1.40 Actual/360
851305 0 11/01/98 18,959 4,300,000 65.48% 1.59 Actual/360
851306 0 11/01/98 31,949 7,200,000 70.78% 1.60 30/360
851307 0 11/01/98 16,918 5,335,000 26.57% 2.38 30/360
851308 0 11/01/98 8,375 3,460,000 27.19% 2.90 Actual/360
851310 0 11/01/98 15,121 2,540,000 73.53% 1.64 30/360
851312 0 02/01/99 15,399 2,900,000 69.17% 1.46 Actual/360
851317 0 12/01/98 53,779 10,800,000 63.37% 1.62 Actual/360
851319 0 12/01/98 4,687 1,200,000 54.04% 1.86 Actual/360
851320 0 11/01/98 1,828 470,000 56.74% 1.44 30/360
851322 0 12/01/98 13,438 2,300,000 57.69% 1.72 Actual/360
851323 0 11/01/98 10,066 3,050,000 51.76% 2.43 Actual/360
851327 0 12/01/98 29,538 5,200,000 73.81% 1.27 Actual/360
851328 0 10/01/98 13,880 3,570,000 58.36% 1.78 Actual/360
851329 0 11/01/98 10,413 2,450,000 63.70% 1.61 Actual/360
851330 0 11/01/98 11,871 2,900,000 59.64% 1.96 Actual/360
851333 0 01/01/99 15,215 9,250,000 26.85% 3.96 Actual/360
851334 0 11/01/98 10,783 2,300,000 70.85% 1.75 Actual/360
851335 0 12/01/98 9,231 2,350,000 54.35% 1.86 Actual/360
851336 0 11/01/98 15,095 2,590,000 73.72% 1.23 Actual/360
851337 0 11/01/98 24,232 6,010,000 48.67% 1.79 30/360
851338 0 01/01/99 39,792 7,750,000 63.67% 1.25 30/360
851340 0 01/01/99 18,937 5,250,000 47.46% 1.82 30/360
851341 0 01/01/99 9,469 2,490,000 50.03% 1.91 30/360
851342 0 01/01/99 19,777 5,070,000 51.32% 1.66 30/360
851343 0 11/01/98 9,558 2,225,000 62.20% 1.48 Actual/360
851344 0 11/01/98 10,707 2,800,000 53.01% 1.88 Actual/360
851347 0 12/01/98 20,100 4,425,000 71.80% 1.65 Actual/360
851348 0 11/01/98 13,055 2,750,000 68.31% 1.46 Actual/360
851349 0 01/01/99 11,253 2,075,000 74.10% 1.43 Actual/360
851351 0 01/01/99 8,713 1,580,000 67.20% 1.30 Actual/360
851352 0 01/01/99 13,367 3,200,000 61.92% 2.01 Actual/360
851353 0 11/01/98 10,998 2,800,000 59.08% 1.73 Actual/360
851354 0 03/01/99 45,584 10,500,000 41.87% 1.66 30/360
851355 0 01/01/99 8,705 2,020,000 60.14% 1.48 Actual/360
851356 0 01/01/99 11,358 2,050,000 69.67% 1.29 Actual/360
851357 0 12/01/98 5,806 1,575,000 40.21% 2.15 Actual/360
851358 0 12/01/98 6,834 1,500,000 72.80% 1.78 Actual/360
851359 0 12/01/98 7,409 3,300,000 29.79% 3.06 30/360
851360 0 12/01/98 5,327 1,155,000 68.52% 1.57 Actual/360
851361 0 01/01/99 12,238 2,800,000 62.31% 1.62 Actual/360
851362 0 12/01/98 6,295 2,200,000 46.47% 2.10 Actual/360
851363 0 02/01/99 9,469 1,785,000 58.77% 1.88 30/360
851364 0 12/01/98 13,473 3,380,000 52.37% 1.62 30/360
851365 0 01/01/99 18,045 4,160,000 69.28% 1.79 Actual/360
851367 0 11/01/98 67,414 13,300,000 74.12% 1.41 Actual/360
851369 0 12/01/98 25,723 5,425,000 53.80% 1.49 Actual/360
851370 0 04/01/99 37,888 6,800,000 74.66% 1.38 30/360
851371 0 12/01/98 15,906 4,000,000 59.35% 1.47 Actual/360
851372 0 12/01/98 10,826 2,150,000 63.00% 1.58 Actual/360
851373 0 01/01/99 8,941 2,700,000 51.54% 2.09 Actual/360
851374 0 11/01/98 4,637 1,140,000 65.26% 1.83 Actual/360
851377 0 12/01/98 12,456 2,800,000 52.06% 1.64 Actual/360
851378 0 12/01/98 26,848 4,800,000 60.90% 1.19 Actual/360
851381 0 12/01/98 24,222 5,230,000 52.09% 1.56 30/360
851382 0 01/01/99 7,037 1,270,000 63.45% 1.32 Actual/360
851383 0 01/01/99 11,542 3,200,000 52.64% 1.61 Actual/360
851384 0 01/01/99 47,411 11,200,000 55.04% 1.77 Actual/360
851385 0 01/01/99 27,044 5,500,000 63.23% 1.47 Actual/360
851386 0 01/01/99 24,608 4,100,000 73.47% 1.43 Actual/360
851387 0 01/01/99 18,281 3,600,000 74.29% 1.70 30/360
851388 0 01/01/99 25,801 6,000,000 62.74% 1.37 30/360
851389 0 12/01/98 10,586 2,400,000 48.70% 1.76 Actual/360
851390 0 02/01/99 14,548 3,100,000 53.71% 1.51 30/360
851391 0 01/01/99 11,650 7,480,000 18.41% 3.42 Actual/360
851392 0 12/01/98 10,147 2,450,000 60.58% 1.85 Actual/360
851393 0 01/01/99 12,804 3,000,000 65.27% 1.85 30/360
851394 0 01/01/99 10,966 2,270,000 72.05% 1.53 30/360
851395 0 01/01/99 13,892 2,850,000 74.54% 1.72 30/360
851396 0 01/01/99 10,500 2,275,000 68.83% 1.53 30/360
851398 0 01/01/99 9,100 1,820,000 74.56% 1.34 30/360
851399 0 01/01/99 25,835 5,300,000 74.54% 1.63 30/360
851400 0 01/01/99 46,508 9,600,000 74.54% 1.46 30/360
851401 0 01/01/99 14,077 3,700,000 50.62% 1.69 Actual/360
851402 0 02/01/99 8,063 2,000,000 33.76% 2.06 Actual/360
851403 0 04/01/99 42,468 7,515,000 71.59% 1.35 Actual/360
851404 0 02/01/99 35,403 8,400,000 64.91% 1.68 Actual/360
851405 0 01/01/99 12,565 2,700,000 54.91% 1.67 Actual/360
851406 0 04/01/99 27,452 5,000,000 71.72% 1.39 Actual/360
851408 0 02/01/99 16,963 7,820,000 30.46% 2.98 30/360
851409 0 01/01/99 13,940 4,700,000 43.02% 2.61 Actual/360
851411 0 01/01/99 25,967 6,283,191 59.94% 2.36 Actual/360
851415 0 01/01/99 21,641 4,480,000 71.51% 1.54 30/360
851416 0 01/01/99 11,018 2,930,000 55.77% 1.83 30/360
851418 0 01/01/99 9,006 2,200,000 58.58% 1.67 Actual/360
851419 0 02/01/99 40,258 7,965,000 70.42% 1.43 Actual/360
851420 0 12/01/98 16,435 3,700,000 70.10% 1.63 Actual/360
851421 0 01/01/99 7,414 3,060,000 35.62% 2.75 Actual/360
851423 0 05/01/99 17,859 3,400,000 67.45% 1.28 Actual/360
851424 0 01/01/99 15,785 9,100,000 27.31% 6.14 Actual/360
851425 0 01/01/99 34,577 8,100,000 61.19% 1.86 Actual/360
851426 0 01/01/99 14,740 3,200,000 69.00% 1.66 Actual/360
851428 0 01/01/99 25,295 6,810,000 56.69% 2.15 30/360
851429 0 02/01/99 8,028 1,440,000 72.46% 1.53 Actual/360
851430 0 02/01/99 21,552 3,500,000 73.41% 1.16 Actual/360
851433 0 12/01/98 29,115 7,000,000 60.79% 1.54 Actual/360
851434 0 01/01/99 10,002 3,000,000 46.28% 1.83 Actual/360
851435 0 02/01/99 30,878 6,750,000 70.75% 1.57 Actual/360
851438 0 02/01/99 31,615 6,840,000 69.42% 1.59 Actual/360
851439 0 01/01/99 78,425 18,000,000 63.43% 1.54 Actual/360
851441 0 02/01/99 18,225 2,900,000 53.20% 1.34 Actual/360
851442 0 01/01/99 8,111 1,360,000 72.62% 1.35 Actual/360
851443 0 06/01/99 74,229 12,500,000 68.85% 1.40 30/360
851444 0 02/01/99 57,962 11,500,000 58.54% 1.40 30/360
851445 0 02/01/99 89,500 16,500,000 63.00% 1.40 30/360
851446 0 02/01/99 25,571 5,900,000 50.34% 1.40 30/360
851447 0 06/01/99 35,633 6,400,000 44.59% 1.40 30/360
851449 0 04/01/99 11,400 2,150,000 74.54% 1.48 Actual/360
851450 0 01/01/99 15,125 2,950,000 78.20% 1.53 Actual/360
851451 0 01/01/99 5,508 1,500,000 51.89% 1.70 Actual/360
851452 0 01/01/99 13,932 3,093,000 64.10% 1.45 Actual/360
851453 0 02/01/99 10,314 2,250,000 66.37% 1.46 Actual/360
851454 0 03/01/99 52,376 9,850,000 71.41% 1.41 Actual/360
851455 0 02/01/99 46,060 9,100,000 71.98% 1.35 Actual/360
851456 0 01/01/99 12,530 2,065,000 67.43% 1.15 Actual/360
851457 0 02/01/99 8,643 1,850,000 64.41% 1.81 Actual/360
851459 0 02/01/99 34,451 7,180,000 69.10% 1.67 Actual/360
851460 0 02/01/99 56,969 13,600,000 63.29% 1.77 Actual/360
851463 0 02/01/99 10,864 2,200,000 74.38% 1.62 Actual/360
851464 0 02/01/99 17,463 3,725,000 66.61% 1.73 Actual/360
851465 0 03/01/99 72,691 16,500,000 63.52% 1.76 Actual/360
851467 0 02/01/99 21,527 3,500,000 74.91% 1.28 Actual/360
851468 0 02/01/99 39,401 8,800,000 62.05% 1.53 Actual/360
851469 0 02/01/99 34,105 11,000,000 45.10% 2.09 Actual/360
851472 0 03/01/99 22,108 5,960,000 40.86% 1.35 Actual/360
851476 0 02/01/99 137,449 34,100,000 56.76% 1.89 Actual/360
851477 0 02/01/99 10,611 3,500,000 42.54% 1.99 Actual/360
851478 0 01/01/99 14,453 3,211,000 62.01% 1.37 Actual/360
851479 0 03/01/99 26,963 5,400,000 53.78% 1.23 Actual/360
851481 0 02/01/99 22,949 4,890,000 50.17% 1.81 30/360
851484 0 03/01/99 12,036 3,900,000 44.58% 1.84 Actual/360
851485 0 01/01/99 30,818 8,250,000 52.88% 1.66 Actual/360
851486 0 03/01/99 11,577 2,100,000 71.05% 1.32 Actual/360
851487 0 04/01/99 12,735 2,300,000 71.47% 1.34 Actual/360
851488 0 03/01/99 43,222 7,750,000 71.87% 1.34 Actual/360
851493 0 03/01/99 12,048 2,950,000 57.27% 1.63 30/360
851494 0 05/01/99 11,304 2,700,000 57.21% 2.13 30/360
851498 0 02/01/99 52,082 13,200,000 56.57% 1.60 Actual/360
851499 0 03/01/99 179,074 42,850,000 59.98% 1.37 Actual/360
851500 0 02/01/99 81,780 21,000,000 56.88% 1.59 Actual/360
851501 0 05/01/99 11,863 2,900,000 56.77% 1.85 Actual/360
851503 0 06/01/99 19,687 3,800,000 70.64% 1.33 Actual/360
851507 0 02/01/99 24,642 4,000,000 66.25% 1.44 Actual/360
851508 0 03/01/99 15,016 3,100,000 65.74% 1.33 Actual/360
851520 0 05/01/99 11,183 3,200,000 46.73% 1.75 Actual/360
851525 0 05/01/99 27,264 4,970,000 58.02% 1.25 Actual/360
851526 0 06/01/99 11,041 2,670,000 56.43% 1.33 Actual/360
851528 0 04/01/99 21,043 3,910,000 72.58% 1.37 Actual/360
851530 0 05/01/99 14,967 3,070,000 63.33% 1.43 Actual/360
851539 0 06/01/99 12,268 1,980,000 75.51% 1.45 Actual/360
851548 0 06/01/99 34,726 7,300,000 64.92% 1.46 Actual/360
851550 0 05/01/99 165,727 36,000,000 63.67% 1.55 Actual/360
851555 0 07/01/99 13,995 2,390,000 74.92% 1.37 Actual/360
851556 0 07/01/99 12,122 2,300,000 69.52% 1.37 Actual/360
851560 0 07/01/99 26,555 9,200,000 40.73% 2.13 Actual/360
851563 0 06/01/99 147,826 33,400,000 66.97% 1.43 Actual/360
851565 0 07/01/99 15,095 2,600,000 73.00% 1.19 Actual/360
851569 0 08/01/99 11,419 2,000,000 75.00% 1.53 Actual/360
851577 0 08/01/99 24,492 4,700,000 72.87% 1.53 Actual/360
851578 0 08/01/99 49,245 11,300,000 62.39% 1.86 Actual/360
851579 0 08/01/99 38,558 9,700,000 56.96% 1.87 Actual/360
851580 0 08/01/99 90,644 19,800,000 64.77% 1.61 Actual/360
851581 0 08/01/99 20,173 4,600,000 62.50% 1.73 Actual/360
851582 0 08/01/99 26,969 7,200,000 53.82% 1.98 Actual/360
851586 0 08/01/99 22,295 4,385,000 70.70% 1.36 Actual/360
851802 0 10/01/98 68,218 13,750,000 72.19% 1.30 Actual/360
851806 0 10/01/98 19,083 3,760,000 65.19% 1.30 Actual/360
851808 0 10/01/98 18,700 4,100,000 49.57% 1.51 Actual/360
851809 0 12/01/98 14,955 2,700,000 73.72% 1.21 Actual/360
REAL EFFECTIVE FREE PREPAY
LOAN PROPERTY LOCKOUT PERIOD WINDOW
NUMBER INTEREST LIEN POSITION CALL PROTECTION (MOS.) (MOS.)
------------------------------------------------------------------------------------------------------------------
850937 Fee First > 1% or YM 36 6
850952 Fee First Defeasance 114 6
850995 Fee First Defeasance 114 6
851072 Fee First Defeasance 109 6
851087 Fee First Defeasance 234 6
851122 Leasehold First > 1% or YM 84 6
851129 Fee First Defeasance 114 6
851171 Fee First Defeasance 114 6
851174 Fee First Defeasance 114 6
851192 Fee First > 1% or YM / Declining Penalty 60 6
851195 Fee First Defeasance 114 6
851200 Fee First Defeasance / > 1% or YM 36 6
851203 Fee First Defeasance / > 1% or YM 36 6
851219 Fee First Defeasance / > 1% or YM 36 6
851236 Fee First Defeasance 174 6
851238 Fee First Defeasance 114 6
851242 Fee First Defeasance 114 6
851243 Fee First Defeasance 114 6
851244 Fee First Declining Penalty 12
851245 Fee First Declining Penalty 36
851246 Fee First Defeasance 174 6
851248 Fee First Defeasance / > 1% or YM 36 6
851250 Fee First Defeasance / > 1% or YM 36 6
851252 Fee First Defeasance 174 6
851256 Fee First Defeasance 174 6
851258 Fee First Defeasance 115 6
851260 Fee First Defeasance 114 6
851261 Fee First Defeasance / > 1% or YM 60 6
851263 Fee First Defeasance 114 6
851264 Fee First Defeasance 114 6
851265 Fee First Defeasance / > 1% or YM 36 6
851266 Fee First Defeasance 114 6
851267 Fee First Defeasance 114 6
851272 Fee First Defeasance / > 1% or YM 36 6
851273 Fee First Defeasance / > 1% or YM 36 6
851275 Fee First Defeasance 174 6
851278 Fee First Defeasance 114 6
851279 Fee First Defeasance 234 6
851280 Fee First Defeasance 234 6
851282 Fee First Defeasance / > 1% or YM 24 6
851283 Fee First Defeasance / > 1% or YM 35 6
851284 Fee First Defeasance / > 1% or YM 33 6
851285 Fee First Defeasance / > 1% or YM 24 6
851286 Fee First Defeasance / > 1% or YM 34 6
851288 Fee First Defeasance 114 6
851292 Fee First Defeasance / > 1% or YM 36 6
851296 Fee First > 1% or YM 36 6
851299 Fee First Defeasance 174 6
851303 Fee First Defeasance 114 6
851305 Fee First Defeasance / > 1% or YM 36 6
851306 Fee First Defeasance 114 6
851307 Fee First Declining Penalty 36 6
851308 Fee First Defeasance / > 1% or YM 36 6
851310 Fee First Defeasance 234 6
851312 Fee First Defeasance 114 6
851317 Leasehold First Defeasance 174 6
851319 Fee First Defeasance / > 1% or YM 36 6
851320 Fee First Defeasance 114 6
851322 Fee First Defeasance / > 1% or YM 36 6
851323 Fee First Defeasance / > 1% or YM 37 6
851327 Fee First Defeasance 174 6
851328 Fee First Defeasance / > 1% or YM 36 6
851329 Fee First Defeasance 114 6
851330 Fee First Defeasance / > 1% or YM 36 6
851333 Fee First Declining Penalty 12
851334 Fee First Defeasance 114 6
851335 Fee First Defeasance / > 1% or YM 36 6
851336 Fee First Defeasance 234 6
851337 Fee First Defeasance 198 6
851338 Fee First Defeasance 234 6
851340 Fee First Defeasance 234 6
851341 Fee First Defeasance 234 6
851342 Fee First Defeasance 234 6
851343 Fee First Defeasance 114 6
851344 Fee First Defeasance / > 1% or YM 36 6
851347 Fee First Defeasance 114 6
851348 Fee First Defeasance 174 6
851349 Fee First Defeasance / > 1% or YM 59 6
851351 Fee First Defeasance 114 6
851352 Fee First Defeasance 114 6
851353 Fee First Defeasance / > 1% or YM 36 6
851354 Leasehold First Defeasance 138 6
851355 Fee First Defeasance / > 1% or YM 36 6
851356 Fee First Defeasance 234 6
851357 Fee First Defeasance 174 6
851358 Fee First Defeasance / > 1% or YM 36 6
851359 Fee First Defeasance / > 1% or YM 36 6
851360 Fee First Defeasance 114 6
851361 Fee First Defeasance 114 6
851362 Fee First Defeasance / > 1% or YM 36 6
851363 Fee First Defeasance 174 6
851364 Fee First Defeasance 235 6
851365 Fee First Defeasance 114 6
851367 Fee First Defeasance 174 6
851369 Fee First Defeasance 174 6
851370 Fee First Defeasance 114 6
851371 Fee First Defeasance / > 1% or YM 36 6
851372 Fee First Defeasance / > 1% or YM 48 6
851373 Fee First Defeasance / > 1% or YM 36 6
851374 Fee First Defeasance / > 1% or YM 36 6
851377 Fee First Defeasance / > 1% or YM 36 6
851378 Fee First Defeasance 174 6
851381 Fee First Defeasance 174 6
851382 Fee First Defeasance / > 1% or YM 60 6
851383 Fee First > 1% or YM 36 6
851384 Fee First Defeasance 234 6
851385 Fee First Defeasance 234 6
851386 Fee First Defeasance 234 6
851387 Fee First Defeasance 114 6
851388 Fee First Defeasance 114 6
851389 Fee First Defeasance / > 1% or YM 60 6
851390 Fee First Defeasance 174 6
851391 Fee First Defeasance / > 1% or YM 60 6
851392 Fee First Defeasance 174 6
851393 Fee First Defeasance 114 6
851394 Fee First Defeasance 114 6
851395 Fee First Defeasance 114 6
851396 Fee First Defeasance 114 6
851398 Fee First Defeasance 114 6
851399 Fee First Defeasance 114 6
851400 Fee First Defeasance 114 6
851401 Fee First Defeasance 115 6
851402 Fee First Defeasance 114 6
851403 Leasehold First Defeasance 114 6
851404 Fee First Defeasance 114 6
851405 Fee First Defeasance 234 6
851406 Leasehold First Defeasance 114 6
851408 Fee First Defeasance 114 6
851409 Fee First Defeasance 174 6
851411 Fee First Defeasance 174 6
851415 Fee First Defeasance 114 6
851416 Fee First Defeasance 114 6
851418 Fee First Defeasance / > 1% or YM 37 6
851419 Fee First Defeasance 234 6
851420 Fee First Defeasance / > 1% or YM 36 6
851421 Fee First Defeasance / > 1% or YM 36 6
851423 Fee First Defeasance 114 6
851424 Fee First Defeasance 114 6
851425 Fee First Declining Penalty 36 6
851426 Fee First Defeasance 174 6
851428 Fee First Defeasance 114 6
851429 Fee First Defeasance / > 1% or YM 36 6
851430 Fee First Defeasance 222 6
851433 Fee First Defeasance 114 6
851434 Fee First Defeasance 174 6
851435 Fee First Defeasance / > 1% or YM 36 6
851438 Fee First Defeasance 114 6
851439 Fee First Defeasance 114 6
851441 Fee First Defeasance / > 1% or YM 36 6
851442 Fee First Defeasance / > 1% or YM 84 6
851443 Fee First Defeasance 230 6
851444 Fee First Defeasance 234 6
851445 Fee First Defeasance 234 6
851446 Fee First Defeasance 234 6
851447 Fee First Defeasance 110 6
851449 Fee First Defeasance 114 6
851450 Fee First Defeasance 114 6
851451 Fee First Defeasance 114 6
851452 Fee First Defeasance 114 6
851453 Fee First Defeasance 114 6
851454 Fee First Defeasance 114 6
851455 Fee First Defeasance 78 6
851456 Fee First Defeasance / > 1% or YM 36 6
851457 Fee First Defeasance / > 1% or YM 36 6
851459 Fee First Defeasance / > 1% or YM 36 6
851460 Fee First Defeasance 114 6
851463 Fee First Defeasance 114 6
851464 Fee First Defeasance 114 6
851465 Fee First Defeasance 114 6
851467 Fee First Defeasance 234 6
851468 Fee First Defeasance 114 6
851469 Fee First Defeasance 114 6
851472 Fee First Defeasance 174 6
851476 Fee First Defeasance 114 6
851477 Fee First Defeasance / > 1% or YM 36 6
851478 Fee First Defeasance / > 1% or YM 36 6
851479 Fee First Defeasance / > 1% or YM 36 6
851481 Fee First Defeasance 174 6
851484 Fee First Defeasance / > 1% or YM 36 6
851485 Fee First Defeasance 116 4
851486 Fee First Defeasance 114 6
851487 Fee First Defeasance 114 6
851488 Fee First Defeasance 114 6
851493 Fee First Defeasance 114 6
851494 Fee First Defeasance 114 6
851498 Leasehold First Defeasance 78 6
851499 Fee First Defeasance 78 6
851500 Fee First Defeasance 78 6
851501 Fee First Defeasance 114 6
851503 Fee First Defeasance 114 6
851507 Fee First Defeasance 174 6
851508 Fee First > 1% or YM 61 7
851520 Fee First Defeasance / > 1% or YM 36 6
851525 Fee First Defeasance / > 1% or YM 60 6
851526 Fee First Defeasance 114 6
851528 Fee First Defeasance 114 6
851530 Fee First Defeasance / > 1% or YM 36 6
851539 Fee First Defeasance 234 6
851548 Fee First Defeasance 114 6
851550 Fee First Defeasance 114 6
851555 Fee First Defeasance / > 1% or YM 35 6
851556 Fee First Defeasance 114 6
851560 Fee First Defeasance 114 6
851563 Fee First Defeasance 114 6
851565 Fee First Defeasance 114 6
851569 Fee First Defeasance / YM 35 6
851577 Fee First Defeasance 117 3
851578 Fee First Defeasance 117 3
851579 Fee First Defeasance 117 3
851580 Fee First Defeasance 117 3
851581 Fee First Defeasance 117 3
851582 Fee First Defeasance 117 3
851586 Fee First Defeasance 117 3
851802 Fee First > 1% or YM 49 3
851806 Fee First Defeasance 117 3
851808 Fee First Defeasance 116 4
851809 Fee First Defeasance 116 4
