MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement, dated as of November 1, 1996 (the
"Agreement"), between Xxxxxxx Xxxxx Mortgage Capital Inc. (the "Seller") and
Xxxxxxx Xxxxx Mortgage Investors, Inc. (the "Purchaser").
The Seller intends to sell and the Purchaser intends to purchase
certain multifamily and commercial mortgage loans (the "Mortgage Loans") as
provided herein. The Purchaser intends to deposit them, together with the First
Union Loans (as defined below), into a trust fund (the "Trust Fund"), the
beneficial ownership of which will be evidenced by multiple classes (each, a
"Class") of mortgage pass-through certificates (the "Certificates"). One or more
"real estate mortgage investment conduit" ("REMIC") elections will be made with
respect to the Trust Fund. The Trust Fund will be created and the Certificates
will be issued pursuant to a Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of November 1, 1996 (the "Cut-off Date"), among
the Purchaser as depositor, First Union National Bank of North Carolina as
master servicer (in such capacity, the "Master Servicer"), CRIIMI MAE Services
Limited Partnership as special servicer (in such capacity, the "Special
Servicer") and State Street Bank and Trust Company as trustee (the "Trustee").
Concurrently with the purchase of Mortgage Loans pursuant to this Agreement, the
Purchaser will also purchase multifamily and commercial mortgage loans pursuant
to a Mortgage Loan Purchase Agreement, dated as of November 1, 1996, between
First Union National Bank of North Carolina ("First Union") and the Purchaser
(the "First Union Agreement"). Such mortgage loans (the "First Union Mortgage
Loans") will likewise be deposited into the Trust Fund. Capitalized terms used
but not defined herein have the respective meanings set forth in the Pooling and
Servicing Agreement.
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase.
(a) The Seller agrees to sell, and the Purchaser agrees to purchase,
the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule")
annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to
reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the
terms hereof. (The Mortgage Loans identified on the Mortgage Loan Schedule shall
hereinafter be referred to as the "MLMC Mortgage Loans.") The MLMC Mortgage
Loans will have an aggregate principal balance of $557,591,016.32 (the "MLMC
Balance") as of the close of business on the Cut-off Date, after giving effect
to any payments due before such date whether or not received. The
MLMC Balance and the First Union Balance (as defined in the First Union
Agreement) together equal an aggregate principal balance (the "Initial Pool
Balance") of $1,138,310,835. The purchase and sale of the MLMC Mortgage Loans
shall take place on November 25, 1996 or such other date as shall be mutually
acceptable to the parties hereto (the "Closing Date"). The consideration for the
MLMC Mortgage Loans shall consist of (A) a cash amount equal to 105.0625% of the
aggregate principal balance of the MLMC Mortgage Loans, plus (B) interest
accrued on each MLMC Mortgage Loan at the related Net Mortgage Rate, for the
period from and including the Cut-off Date up to but not including the Closing
Date, which cash amount shall be paid to the Seller or its designee by wire
transfer in immediately available funds on the Closing Date.
The Purchaser will assign to the Trustee, all of its right, title
and interest in and to the MLMC Mortgage Loans.
SECTION 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt of the
purchase price referred to in Section 1 hereof, the Seller does hereby sell,
transfer, assign, set over and otherwise convey to the Purchaser, without
recourse, all the right, title and interest of the Seller in and to the MLMC
Mortgage Loans identified on the Mortgage Loan Schedule as of such date other
than the primary servicing rights. The Mortgage Loan Schedule, as it may be
amended, shall conform to the requirements set forth in this Agreement and the
Pooling and Servicing Agreement.
(b) The Purchaser or its assignee shall be entitled to receive all
scheduled payments of principal and interest due after the Cut-off Date, and all
other recoveries of principal and interest collected after the Cut-off Date
(other than in respect of principal and interest on the MLMC Mortgage Loans due
on or before the Cut-off Date). All scheduled payments of principal and interest
due on or before the Cut-off Date but collected after the Cut-off Date, and
recoveries of principal and interest collected on or before the Cut-off Date
(only in respect of principal and interest on the MLMC Mortgage Loans due on or
before the Cut-off Date), shall belong to, and be promptly remitted to, the
Seller.
(c) The Seller hereby represents and warrants that it has, on behalf
of the Purchaser, delivered to the Trustee, the documents and instruments
specified below with respect to each MLMC Mortgage Loan (each a "Mortgage
File"). All Mortgage Files so delivered will be held by the Trustee in escrow at
all times prior to the Closing Date. Each Mortgage File shall, except as
otherwise disclosed on Exhibit B hereto, contain the following documents:
(i) the original executed Mortgage Note, endorsed (without
recourse, representation or warranty,
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express or implied) to the order of State Street Bank and
Trust Company, as trustee for the registered holders of
Xxxxxxx Xxxxx Mortgage Investors, Inc., Mortgage Pass-Through
Certificates, Series 1996-C2;
(ii) an original or copy of the Mortgage and of any intervening
assignments thereof, in each case with evidence of recording
indicated thereon;
(iii) an original or copy of any related Assignment of Leases (with
recording information indicated thereon), if such item is a
document separate from the Mortgage;
(iv) an original executed assignment of the Mortgage, any related
Assignment of Leases (if such item is a document separate from
the Mortgage), and any other recorded document relating to the
Mortgage Loan otherwise included in the Mortgage File, in
favor of State Street Bank and Trust Company, as trustee for
the registered holders of Xxxxxxx Xxxxx Mortgage Investors,
Inc., Mortgage Pass-Through Certificates, Series 1996-C2;
(v) an original assignment of all unrecorded documents relating to
the Mortgage Loan, in favor of State Street Bank and Trust
Company, as trustee for the registered holders of Xxxxxxx
Xxxxx Mortgage Investors, Inc., Mortgage Pass-Through
Certificates, Series 1996-C2, in recordable form;
(vi) originals or copies of any written modification agreements in
those instances where the terms or provision of the Mortgage
or Mortgage Note have been modified;
(vii) the original or a copy of the policy or certificate of
lender's title insurance issued on the date of the origination
of such Mortgage Loan, or, if such policy has not been issued,
an irrevocable, binding commitment to issue such title
insurance policy; and
(viii) filed copies of any prior UCC Financing Statements in favor
of the originator of such Mortgage Loan or in favor of any
assignee prior to the Trustee (but only to the extent the
Seller had possession of such UCC Financing Statements prior
to the Closing Date) and, if there is an effective UCC
Financing Statement in favor of the Seller on record with the
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applicable public office for UCC Financing Statements, an
original UCC-2 or UCC-3, as appropriate, in favor of State
Street Bank and Trust Company, as trustee for the registered
holders of Xxxxxxx Xxxxx Mortgage Investors, Inc., Mortgage
Pass-Through Certificates, Series 1996-C2.
(d) Within 30 days following the Closing Date, the Purchaser shall
submit or cause to be submitted for recordation or filing, as the case may be,
in the appropriate public office for real property records or Uniform Commercial
Code financing statements, as appropriate, each assignment of Mortgage and each
assignment of Assignment of Leases referred to in clauses (iv) and (v) of
subsection (c) above and each UCC-2 and UCC-3 in favor of and delivered to the
Trustee constituting part of the Mortgage File. If any such document or
instrument is lost or returned unrecorded or unfiled, as the case may be,
because of a defect therein, then the Seller shall prepare a substitute therefor
or cure such defect or cause such to be done, as the case may be, and the Seller
shall deliver such substitute or corrected document or instrument to the
Purchaser or its designee.
(e) All documents necessary to the servicing of the MLMC Mortgage
Loans and in the Seller's possession (the "Additional Mortgage Loan Documents")
that are not required to be delivered to the Trustee shall be delivered or
caused to be delivered by the Seller to the Master Servicer or at the direction
of the Master Servicer, to the appropriate sub-servicer.
SECTION 3. Representations, Warranties and Covenants of Seller.
(a) The Seller hereby represents and warrants to and covenants with
the Purchaser, as of the date hereof, that:
(i) The Seller is a corporation validly existing and in good
standing under the laws of the State of Delaware and is duly authorized
and qualified to transact any and all business contemplated by this
Agreement and possesses all requisite authority, power, licenses, permits
and franchises to carry on its business as currently conducted by it and
to execute, deliver and comply with its obligations under the terms of
this Agreement.
(ii) This Agreement has been duly and validly authorized,
executed and delivered by the Seller and, assuming due authorization,
execution and delivery hereof by the Purchaser, constitutes a legal, valid
and binding obligation of the Seller, enforceable against the Seller in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium and other laws
affecting the enforcement of
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creditors' rights in general and by general equity principles (regardless
of whether such enforcement is considered in a proceeding in equity or at
law), or by public policy considerations underlying the securities laws,
to the extent that such public policy considerations limit the
enforceability of the provisions of this Agreement which purport to
provide indemnification from liabilities under applicable securities laws.
(iii) The execution and delivery of this Agreement by the
Seller and the Seller's performance and compliance with the terms of this
Agreement will not (A) violate the Seller's certificate of incorporation
or By-Laws, (B) violate any law or regulation or any administrative decree
or order to which it is subject or (C) constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material contract, agreement or
other instrument to which the Seller is a party or which may be applicable
to the Seller or any of its assets.
(iv) The Seller is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal,
state, municipal or other governmental agency or body, which default might
have consequences that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the condition (financial or
other) or operations of the Seller or its properties or have consequences
that would materially and adversely affect its performance hereunder.
(v) The Seller is not a party to or bound by any agreement or
instrument or subject to any certificate of incorporation, bylaws or any
other corporate restriction or any judgment, order, writ, injunction,
decree, law or regulation that would, in the Seller's reasonable and good
faith judgment, materially and adversely affect the ability of the Seller
to perform its obligations under this Agreement or that requires the
consent of any third person to the execution of this Agreement or the
performance by the Seller of its obligations under this Agreement.
(vi) No consent, approval, authorization or order of any court
or governmental agency or body is required for the execution, delivery and
performance by the Seller of or compliance by the Seller with this
Agreement or the consummation of the transactions contemplated by this
Agreement and no bulk sale law applies to such transactions.
(vii) No litigation is pending or, to the best of the Seller's
knowledge, threatened against the Seller that would, in the Seller's good
faith and reasonable judgment, prohibit its entering into this Agreement
or
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adversely affect the performance by the Seller of its obligations under
this Agreement.
(viii) Under generally accepted accounting principles ("GAAP")
and for federal income tax purposes, the Seller will report the transfer
of the MLMC Mortgage Loans of the Seller to the Purchaser as a sale of the
MLMC Mortgage Loans to the Purchaser in exchange for consideration
consisting of an amount equal to the Seller's pro rata portion of the
proceeds of the sale of the Certificates by the Purchaser to the
Underwriters (the Seller's pro rata portion to be determined according to
the percentage that the MLMC Balance represents of the Initial Pool
Balance) pursuant to the Underwriting Agreement, dated as of November __,
1996 (the "Underwriting Agreement") and the Certificate Purchase
Agreement, dated as of November __, 1996 (the "Certificate Purchase
Agreement"). The consideration received by the Seller upon the sale of the
MLMC Mortgage Loans to the Purchaser will constitute reasonably equivalent
value and fair consideration for the MLMC Mortgage Loans. The Seller will
be solvent at all relevant times prior to, and will not be rendered
insolvent by, the sale of the MLMC Mortgage Loans to the Purchaser. The
Seller is not selling the MLMC Mortgage Loans to the Purchaser with any
intent to hinder, delay or defraud any of the creditors of the Seller.
(ix) Immediately prior to the sale of the MLMC Mortgage Loans
to the Purchaser as herein contemplated, the Seller will have good title
thereto and be the sole owner thereof, and such sale will transfer the
MLMC Mortgage Loans to the Purchaser free and clear of any pledge, lien,
encumbrance or security interest.
(b) The Seller hereby represents and warrants for the benefit of the
Purchaser and the Trustee for the benefit of the Certificateholders as of the
Closing Date, with respect to each MLMC Mortgage Loan, that:
(i) The Seller has good and marketable title to, and is the
sole owner and holder of, the Mortgage Loan.
(ii) The Seller has full right and authority to sell, assign
and transfer the Mortgage Loan.
(iii) The information pertaining to the Mortgage Loan set
forth in the Mortgage Loan Schedule is true, correct and complete in all
material respects as of the Cut-off Date.
(iv) The Mortgagor, lessee and/or operator was in possession
of all licenses, permits, and authorizations then required for use of the
Mortgaged Property which were
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valid and in full force and effect as of the origination date.
(v) The origination, servicing and collection practices used
by the Seller or any prior holder of the Mortgage Note have been in all
respects legal, proper and prudent and have met customary industry
standards.
(vi) The Seller is transferring the Mortgage Loan to the
Purchaser free and clear of any liens, pledges, charges and security
interests.
(vii) The proceeds of the Mortgage Loan have been fully
disbursed and there is no requirement for future advances thereunder.
(viii) The Mortgage Loan complied with all applicable usury,
truth-in-lending, real estate settlement, equal credit opportunity and
disclosure laws as of the origination date.
(ix) Each of the related Mortgage Note, related Mortgage and
other agreements executed in connection therewith 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 legislation), enforceable in the applicable state 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
agreements.
(x) The Mortgage File contains an Assignment of Leases, which
creates, in favor of the holder of the Note, a valid first-priority
assignment of or security interest in the right to receive all payments
due under the related leases, and no other person owns any interest
therein superior to or of equal priority with the interest created under
such assignment; provided that the enforceability of such lien is subject
to applicable bankruptcy, insolvency, reorganization, moratorium, and
other laws affecting the enforcement of creditors' rights generally, and
by the application of the rules of equity.
(xi) Since the origination of the Mortgage Loan the terms of
the related Mortgage Note, Mortgage and Security Agreements have not been
impaired, waived, modified, altered, satisfied, canceled or subordinated
by
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the Seller, the originator or the servicer thereof in any respect, except,
in each of the foregoing instances, by written instruments that are a part
of the related Mortgage File, recorded in the applicable public recording
office if necessary to maintain the priority of the lien of the related
Mortgage and Security Agreements and delivered to the Purchaser.
(xii) The Mortgage Loan complies with the Seller's
underwriting policies in effect as of such Mortgage Loan's origination
date (as applicable) and is on a form commonly used by the Seller.
(xiii) The related Mortgage Note is not secured by any
collateral that is not in the Trust Fund and each Mortgage Loan that is
cross-collateralized is cross-collateralized only with other Mortgage
Loans sold pursuant to this Agreement.
(xiv) The assignment of the related Mortgage to the Trustee
constitutes the legal, valid, binding and enforceable assignment of such
Mortgage 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).
(xv) The Mortgage Loan is not a participation interest in a
mortgage loan, but is a whole loan, and the Seller does not own and is not
entitled to own any equity interest in the Mortgagor.
(xvi) The Mortgage Loan does not contain any terms providing
for a contingent interest, or negative amortization.
(xvii) The related Mortgage is a valid and enforceable
first-mortgage lien on the related Mortgaged Property. Such lien has
priority over all other liens and encumbrances (including mechanic's or
materialmen's liens) except for (A) the lien for current real estate taxes
and assessments not yet due and payable and (B) covenants, conditions and
restrictions, rights of way, easements and other non-lien matters that are
of public record and are referred to in the related lender's title
insurance policy, none of which materially interferes with the security
intended to be provided by such Mortgage. A UCC financing statement has
been filed and/or recorded in all places necessary to perfect a valid
security interest in the personal property, granted under such mortgage
for which perfection is accomplished by the filing of a UCC financing
statement; any security agreement, chattel mortgage or
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equivalent document related to and delivered in connection with the
Mortgage Loan establishes and creates a valid and enforceable first lien
and first priority security interest on the property described therein,
provided that enforceability may be limited by bankruptcy or other laws
affecting creditor's rights or by the application of the rules of equity.
(xviii) The related Mortgage Note and Mortgage do not require
the Mortgagee thereof to release any portion of the related Mortgaged
Property from the lien of the Mortgage that would have a material and
adverse affect on the related Mortgage Loan except upon payment in full of
the Mortgage Loan.
(xix) As of the Cut-off Date, there are no delinquent taxes,
assessments or other governmental charges which would be a lien against
the related Mortgage Property affecting the related Mortgaged Property or
an escrow of funds in an amount sufficient to cover such payments has been
established.
(xx) All escrows, reserves, deposits and other payments
relating to the Mortgage Loan are under the control of the Seller or
servicer of such Mortgage Loan and all amounts required as of the date
hereof under the Mortgage Loan Documents to be deposited by the related
Mortgagor have been deposited. All such escrows, reserves, deposits and
other payments have been conveyed by the Seller to the Trustee.
(xxi) (A) Except for certain delinquent payments, none of
which were thirty (30) or more days past the date when first due, there
was no material default, breach, violation or event of acceleration
existing under the related Mortgage or the related Mortgage Note, and to
the best knowledge of Seller, no event which, with the passage of time or
with notice and the expiration of any grace or cure period, would
constitute a material default, breach, violation or event of acceleration
occurred during the preceding twelve months; and (B) the Seller has not
waived any material default, breach, violation or event of acceleration of
any of the foregoing, and, pursuant to the terms of the related Mortgage
or the related Mortgage Note, no person or party other than the holder of
such Mortgage Note may declare any event of default or accelerate the
related indebtedness under either of such Mortgage or Mortgage Note.
(xxii) As of the date of origination, the Mortgage Loan has a
Debt Service Coverage Ratio of at least 1.15 and a Loan-to-Value Ratio of
not more than 85.00%, as calculated as described in the Prospectus
Supplement.
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(xxiii) There is no proceeding known to the Seller to be
pending or threatened in writing for the total or partial condemnation of
a material part of the related Mortgaged Property, and the Mortgaged
Property is free and clear of any damage that would materially and
adversely affect its value as security for the Mortgage Loan.
(xxiv) Each improvement located on or forming part of the
related Mortgaged Property complies with applicable laws and zoning
ordinances, or constitutes a legal non-conforming use or structure or, if
such an improvement does not so comply, such non-compliance does not
materially and adversely affect the value or operation of the Mortgaged
Property.
(xxv) None of the improvements included for the purpose of
determining the appraised value of the related Mortgaged Property at the
time of the origination of the Mortgage Loan lies outside of the
boundaries and building restriction lines of the related Mortgaged
Property, except for certain immaterial encroachments therefrom, and no
improvements on adjoining properties materially encroach upon the related
Mortgaged Property.
(xxvi) The related Mortgaged Property is covered by an ALTA
lender's title insurance policy or its equivalent, insuring for the
benefit of the original holder of the related Note, its successors and
assigns, that the related Mortgage is a valid first mortgage lien on such
Mortgaged Property in the original principal amount of the related Note,
subject only to the exceptions stated therein, which do not and will not
materially and adversely interfere with (1) the ability of the related
Mortgagor timely to pay in full the principal and interest on the related
Mortgage Note, or (2) the use of such Mortgaged Property for the use
currently being made thereof, or (3) the value of the Mortgaged Property,
and such policy is freely assignable to the trustee without the consent of
or any notification to the insurer; and such title insurance policy is in
full force and effect, and no claims have been made thereunder.
(xxvii) The related Mortgaged Property is insured by a fire
and extended perils insurance policy that provides coverage in an amount
not less than the full replacement value thereof.
(xxviii) The related Mortgaged Property is insured by business
interruption or rent insurance, in an amount at least equal to 12 months
of operations of such Mortgaged Property and comprehensive general
liability insurance in an amount not less than $1 million per occurrence.
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(xxix) The related Mortgaged Property is not located in a
"flood hazard area" as defined by the Federal Insurance Administration or
is covered by flood hazard insurance.
(xxx) The Mortgage Loan represents a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code. The Seller
represents and warrants that, either as of the date of origination or the
Closing Date, the fair market value of the property securing the Mortgage
Loan was not less than 80% of the "adjusted issue price" (within the
meaning of the REMIC Provisions) of such Mortgage Loan.
(xxxi) Prepayment Premiums and Yield Maintenance Charges
payable with respect to the Mortgage Loan, if any, constitute "customary
prepayment penalties" within the meaning of Treasury regulation Section
1.860G-1(b)(2).
(xxxii) A Phase I Environmental Site Assessment was performed
with respect to the related Mortgaged Property. Such Phase I Environmental
Site Assessment was performed within eight (8) months (or 15 months with
respect to two (2) of the Mortgaged Properties) prior to their respective
dates of origination. A report of such Phase I Environmental Site
Assessment has been delivered to the Purchaser, and the Seller, having
made no independent inquiry other than reviewing such report, has no
knowledge of any material and adverse environmental condition or
circumstance affecting the related Mortgaged Property that was not
disclosed in such report. To the extent any such condition or circumstance
was disclosed, there has been escrowed an amount of money considered
sufficient by the Seller, based upon the related environmental reports, to
cure and remedy such condition or circumstance as recommended in the Phase
I or, where applicable, Phase II Environmental Site Assessment.
(xxxiii) The Mortgage Loan contains a representation made by
the Mortgagor in substance that it has not and will not use, cause or
permit to exist on the related Mortgaged Property any hazardous materials
in any manner that violates federal, state or local laws, ordinances,
regulations or orders. The Mortgage Loan requires that the Mortgagor will
defend and hold the holder of the Mortgage and its successors and/or
assigns harmless from and against any and all losses, liabilities,
damages, injuries, penalties, fines, expenses, and claims of any kind
whatsoever (including attorney's fees and costs) paid, incurred, or
suffered by, or asserted against, any such party resulting from a breach
of any representation, warranty or covenant relating to environmental
matters given by the Mortgagor under the related Mortgage except for those
resulting from gross negligence or willful misconduct by the holder of the
Mortgage or those which are initially placed
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on, in or under the Mortgaged Property after foreclosure or other taking
of title to the Mortgaged Property by the holder of the Mortgage. To the
best of the Seller's knowledge, having made no independent inquiry other
than reviewing Phase I and Phase II (where applicable) Environmental Site
Assessments, (i) the Mortgaged Property is in material compliance with all
applicable federal, state and local laws pertaining to environmental
regulation, contamination or clean-up, and (ii) no notice of violation of
such laws has been issued by any governmental agency or authority, except
as disclosed in environmental or engineering assessments, including Phase
I Environmental Site Assessments or additional assessments (including
Phase II Environmental Site Assessments). To the extent any material
violation was disclosed, there has been escrowed an amount of money
considered sufficient by the Seller, based upon the related environmental
reports, to cure and remedy such condition or circumstance as recommended
in the Phase I or Phase II Environmental Site Assessment.
(xxxiv) To the best of the knowledge of the Seller, the
Mortgagor is not a debtor in any state or federal bankruptcy or insolvency
proceeding.
(xxxv) No advance of funds has been made directly or
indirectly, by the Seller to the Mortgagor other than pursuant to the Note
and no funds have been received from any person other than such Mortgagor
for or on account of payments due on the Note.
(xxxvi) The related Mortgage prohibits any sale or transfer
of, or further pledge or lien on, the related Mortgaged Property, whether
such lien may be equal or subordinate to the lien of the related Mortgage,
other than certain non-foreclosable liens fully subordinated to the lien
of the Mortgage, without the prior written consent of the holder of such
Mortgage. The related Mortgaged Property is not subject to any material
subordinate debt known to Seller which is not otherwise subject to a
standstill agreement. A list of Mortgaged Properties subject to secondary
liens is attached hereto as Exhibit C.
(xxxvii) If the related Mortgaged Property is a retail or
multifamily property, based on Mortgagor's representations, tenant
estoppel certificates and other documents obtained by the Seller, (i) the
information contained in the related schedule of leases or most recent
rent roll, as the case may be, is true and correct in all material
respects, (ii) all leases set forth therein are in full force and effect,
and (iii) no material default by the Mortgagor or the lessees has occurred
under such leases, nor, to the best of the Seller's knowledge, is there
any existing condition which, but for the passage of time or the
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giving of notice, or both, would result in a material default under the
terms of such lease.
(xxxviii) If the principal balance of the related Mortgage
Loan is greater than $2.5 million, the related Mortgagor is a person,
other than an individual, which is formed or organized solely for the
purpose of owning and operating the Mortgaged Property, does not engage in
any business unrelated to such property and its financing, does not have
any assets other than those related to its interest in the property or its
financing, or any indebtedness other than as permitted by the related
Mortgage and the other Mortgage Loan documents, has its own books and
records and accounts separate and apart from any other person, and holds
itself out as being a legal entity, separate and apart from any other
person.
(xxxix) With respect to any Mortgage Loan that is secured in
whole or in part by the interest of a Mortgagor as a lessee under a Ground
Lease but not by the related fee interest;
(A) Such Ground Lease or a memorandum thereof has been or will
be duly recorded and such Ground Lease permits the interest of the lessee
thereunder to be encumbered by the related Mortgage or, if consent of the
lessor thereunder is required, it has been obtained prior to the Closing
Date;
(B) The Mortgagor's interest in such Ground Lease is
assignable to the Trustee without the consent of the lessor thereunder
(or, if any 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 Trustee and its successors without a need to obtain the
consent of such lessor;
(C) Such Ground Lease may not be amended, modified, canceled
or terminated without the prior written consent of the Ground Lessee and
that any such action without such consent is not binding on the Ground
Lessee, its successors or assigns.
(D) Unless otherwise set forth in the Ground Lease, the Ground
Lease does not permit any increase in the amount of rent payable by the
Ground Lessee thereunder during the term of the Mortgage Loan.
(E) To the best of the Seller's knowledge, at the Closing
Date, such Ground Lease is in full force and effect and no default has
occurred under such Ground Lease;
(F) Such Ground Lease requires the lessor thereunder to give
notice of any default by the lessee to
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the mortgagee; and such Ground Lease, or an estoppel or consent letter
received by the mortgagee from the lessor, further provides that no notice
of termination given under such Ground Lease is effective against the
mortgagee unless a copy has been delivered to the mortgagee in the manner
described in such Ground Lease or estoppel or consent letter;
(G) The ground lessee's interest in the Ground Lease is not
subject to any liens or encumbrances superior to, or of equal priority
with, the related mortgage, other than the related ground lessor's related
fee interest and any exceptions stated in the related title insurance
policy or opinion of title, which exceptions do not and will not
materially and adversely interfere with (1) the ability of the related
Mortgagor timely to pay in full the principal and interest on the related
Mortgage Note, (2) the use of such Mortgaged Property for the use
currently being made thereof, or (3) the value of the Mortgaged Property.
(H) 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 curable
default under such Ground Lease before the lessor thereunder may terminate
such Ground Lease; and
(I) Such Ground Lease has an original term (including any
extension options set forth therein) that extends not less than 10 years
beyond the Maturity Date of the related Mortgage Loan.
(J) Under the terms of such Ground Lease and the related
Mortgage, taken together, any related insurance proceeds other than in
respect to a total or substantially total loss or taking, will be applied
either to the repair or restoration of all or part of the related
Mortgaged Property, with the lessee's mortgagee or a trustee appointed by
it having the right to hold and disburse such proceeds as the repair or
restoration progresses, or to the payment of the outstanding principal
balance of the Mortgage Loan together with any accrued interest thereon;
and
(K) Such Ground Lease does not impose any restrictions on
subletting which would be viewed as commercially unreasonable by a prudent
commercial mortgage lender.
(L) Upon request, the Ground Lessor is required to enter into
a new lease upon termination of the Ground Lease for any reason, including
the rejection of the lease in bankruptcy.
-14-
(xl) As of the Cut-off Date, the aggregate principal amount of
any Mortgage Loan or group of Mortgage Loans made to one borrower or group
of affiliated borrowers does not exceed $44,000,000. A list of borrowers
or groups of affiliated borrowers with multiple Mortgage Loans is attached
hereto as Exhibit D.
(c) If the Seller receives notice of a Document Defect or a Breach
(the "Defect/Breach Notice"), then the Seller shall within 90 days after its
receipt of the Defect/Breach Notice (i) cure such Document Defect or Breach, as
the case may be, in all material respects, which shall include payment of losses
and any Additional Trust Fund Expenses associated therewith, or (ii) repurchase
the affected MLMC Mortgage Loan (or the related Mortgaged Property) from the
Trustee at a price equal to the Purchase Price; provided, however, that if such
Document Defect or Breach is capable of being cured but not within such 90-day
period and the Seller has commenced and is diligently proceeding with the cure
of such Document Defect or Breach within such 90-day period, the Seller shall
have an additional 90 days to complete such cure; and provided, further, that
with respect to such additional 90-day period the Seller shall have delivered an
Officer's Certificate to the Trustee setting forth the reason such Document
Defect or Breach is not capable of being cured within the initial 90-day period
and what actions the Seller is pursuing in connection with the cure thereof and
stating that the Seller anticipates that such breach will be cured within the
additional 90-day period. Notwithstanding the foregoing, the delivery of a
commitment to issue a policy of lender's title insurance as described in Section
3(b)(xxvi) in lieu of the delivery of the actual policy of lender's title
insurance shall not be considered a Document Defect with respect to any Mortgage
File if such actual policy of insurance is delivered to the Trustee or a
Custodian on its behalf not later than the 90th day following the Closing Date.
SECTION 4. Representations and Warranties of the Purchaser. In order
to induce the Seller to enter into this Agreement, the Purchaser hereby
represents and warrants for the benefit of the Seller as of the date hereof
that:
(a) The Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware. The Purchaser has
the full corporate power and authority and legal right to acquire the MLMC
Mortgage Loans from the Seller and to transfer the MLMC Mortgage Loans to the
Trustee.
(b) This Agreement has been duly and validly authorized, executed
and delivered by the Purchaser, all requisite action by the Purchaser's
directors and officers has been taken in connection therewith, and (assuming the
due
-15-
authorization, execution and delivery hereof by the Seller) this Agreement
constitutes the valid, legal and binding agreement of the Purchaser, enforceable
against the Purchaser in accordance with its terms, except as such enforcement
may be limited by (A) laws relating to bankruptcy, insolvency, reorganization,
receivership or moratorium, (B) other laws relating to or affecting the rights
of creditors generally, or (C) general equity principles (regardless of whether
such enforcement is considered in a proceeding in equity or at law).
(c) Except as may be required under federal or state securities laws
(and will be obtained on a timely basis), no consent, approval, authorization or
order of, registration or filing with, or notice to, any governmental authority
or court, is required, under federal or state law, for the execution, delivery
and performance by the Purchaser of or compliance by the Purchaser with this
Agreement, or the consummation by the Purchaser of any transaction described in
this Agreement.
(d) None of the acquisition of the MLMC Mortgage Loans by the
Purchaser, the transfer of the MLMC Mortgage Loans to the Trustee, and the
execution, delivery or performance of this Agreement and by the Purchaser,
conflicts or will conflict with, results or will result in a breach of, or
constitutes or will constitute a default under (A) any term or provision of the
Purchaser's Articles of Incorporation or Bylaws, (B) any term or provision of
any material agreement, contract, instrument or indenture, to which the
Purchaser is a party or by which the Purchaser is bound, or (C) any law, rule,
regulation, order, judgment, writ, injunction or decree of any court or
governmental authority having jurisdiction over the Purchaser or its assets.
(e) Under generally accepted accounting principles ("GAAP") and for
federal income tax purposes, the Purchaser will report the transfer of the MLMC
Mortgage Loans by the Seller to the Purchaser as a sale of the MLMC Mortgage
Loans to the Purchaser in exchange for consideration consisting of an amount
equal to the Seller's pro rata portion of the proceeds of the sale of the
Certificates by the Purchaser to the Underwriters (the Seller's pro rata portion
to be determined according to the percentage that the MLMC Balance represents of
the Initial Pool Balance) pursuant to the Underwriting Agreement and the
Certificate Purchase Agreement.
SECTION 5. Closing. The closing of the sale of the Mortgage Loans
(the "Closing") shall be held at the offices of Xxxxxxx Xxxx & Xxxxxxxxx, One
Citicorp Center, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M.,
New York time, on the Closing Date.
The Closing shall be subject to each of the following conditions:
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(a) All of the representations and warranties of the Seller set
forth in Sections 3(a), 3(b) and 3(c) of this Agreement and all of the
representations and warranties of the Purchaser set forth in Section 4 of this
Agreement shall be true and correct in all material respects as of the Closing
Date;
(b) All documents specified in Section 6 of this Agreement (the
"Closing Documents"), in such forms as are agreed upon and acceptable to the
Purchaser, shall be duly executed and delivered by all signatories as required
pursuant to the respective terms thereof;
(c) The Seller shall have delivered and released to the Custodian
and the Master Servicer, respectively, all documents represented to have been or
required to be delivered to the Trustee and the Master Servicer pursuant to
Section 2 of this Agreement;
(d) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with and
the Seller shall have the ability to comply with all terms and conditions and
perform all duties and obligations required to be complied with or performed
after the Closing Date; and
(e) The Seller shall have paid all fees and expenses payable by it
to the Purchaser or otherwise pursuant to this Agreement.
Both parties agree to use their best efforts to perform their
respective obligations hereunder in a manner that will enable the Purchaser to
purchase the MLMC Mortgage Loans on the Closing Date.
SECTION 6. Closing Documents. The Closing Documents shall consist of
the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A Certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which the Purchaser
and the Underwriters may rely, to the effect that: (1) the representations and
warranties of the Seller in this Agreement are true and correct in all material
respects at and as of the Closing Date with the same effect as if made on such
date; and (ii) the Seller has, in all material respects, complied with all the
agreements and satisfied all the conditions on its part that are required under
this Agreement to be performed or satisfied at or prior to the date hereof;
(c) An Officer's Certificate from an officer of the Seller, in his
or her individual capacity, dated the Closing Date, and upon which the Purchaser
may rely, to the effect that
-17-
each individual who, as an officer or representative of the Seller, signed this
Agreement or any other document or certificate delivered on or before the
Closing Date in connection with the transactions contemplated herein, was at the
respective times of such signing and delivery, and is as of the Closing Date,
duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures;
(d) An Officer's Certificate from an officer of the Seller, in his
or her individual capacity, dated the Closing Date, and upon which the Purchaser
and the Underwriters may rely, to the effect that (i) such officer has carefully
examined the Prospectus (as defined in the Underwriting Agreement) and nothing
has come to his attention that would lead him to believe that the Prospectus, as
of the date of the Prospectus Supplement (as defined in the Underwriting
Agreement) or as of the Closing Date, included or includes any untrue statement
of a material fact relating to the MLMC Mortgage Loans or omitted or omits to
state therein a material fact necessary in order to make the statements therein
relating to the MLMC Mortgage Loans, in light of the circumstances under which
they were made, not misleading, and (ii) such officer has examined the
Memorandum (as defined in the Certificate Purchase Agreement) and nothing has
come to his attention that would lead him to believe that the Memorandum, as of
the date thereof or as of the Closing Date, included or includes any untrue
statement of a material fact relating to the MLMC Mortgage Loans or omitted or
omits to state therein a material fact necessary in order to make the statements
therein relating to the MLMC Mortgage Loans, in the light of the circumstances
under which they were made, not misleading.
(e) The resolutions of the board of directors of the Seller and any
requisite shareholder consent authorizing the Seller's entering into the
transactions contemplated by this Agreement, the certificate of incorporation
and by-laws of the Seller, and a certificate of good standing of the Seller
issued by the Secretary of State of the State of Delaware not earlier than sixty
(60) days prior to the Closing Date;
(f) A written opinion of counsel for the Seller in form and
substance acceptable to the Purchaser and its counsel, with any modifications
required by the rating agencies identified in the Prospectus Supplement (the
"Rating Agencies"), dated the Closing Date and addressed to the Purchaser, the
Underwriters and each of the Rating Agencies, together with such other written
opinions as may be required by the Rating Agencies; and
(g) Such further certificates, opinions and documents as the
Purchaser may reasonably request.
-18-
SECTION 7. Indemnification.
(a) The Seller agrees to indemnify and hold harmless the Purchaser,
the Underwriters, their respective officers and directors, and each person, if
any, who controls the Purchaser or the Underwriters within the meaning of either
Section 15 of the Securities Act of 1933 (the "1933 Act") or Section 20 of the
Securities Exchange Act of 1934 (the "1934 Act"), against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of them
may become subject under the 1933 Act, the 1934 Act or other federal or state
statutory law or regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based in whole or in part upon any untrue statement or alleged untrue
statement of a material fact contained in the Prospectus, in any amendment
thereof or supplement thereto, the Private Placement Memorandum, Computation
Materials or ABS Term Sheets distributed by either Underwriter, or arise out of
or are based upon any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances in which they were made, not misleading, which
untrue statement or alleged untrue statement or omission or alleged omission was
made in reliance upon any information furnished to the Purchaser by the Seller
or approved by the Seller, or upon any document delivered to the Purchaser by
the Seller, or upon any of the representations, warranties, covenants or
agreements of the Seller as set forth in this Agreement (collectively, the
"Seller's Information"), it being acknowledged that the statements set forth in
the Prospectus Supplement under the caption "Description of the Mortgage Pool"
or elsewhere in the Prospectus Supplement with respect to the subjects discussed
under such caption and statements in the Private Placement Memorandum, the
Computational Materials and ABS Term Sheet, in each case solely to the extent
relating to or based (in whole or in part) on information relating to the MLMC
Mortgage Loans or the Seller, are to be the only statements made in reliance
upon information furnished or approved by the Seller, or upon documents
delivered to the Purchaser by the Seller, or upon any of the representations,
warranties, covenants or agreements of the Seller as set forth in this
Agreement.
(b) Promptly after receipt by any person entitled to indemnification
under this Section 7 (an "indemnified party") of notice of the commencement of
any action, such indemnified party will, if a claim in respect thereof is to be
made against the Seller (the "indemnifying party") under this Section 7, notify
the indemnifying party in writing of the commencement thereof; but the omission
so to notify the indemnifying party will not relieve it from any liability that
it may have to any indemnified party otherwise than under this Section 7. In
case any such action is brought against any indemnified party and it notifies
the indemnifying party of the commencement thereof, the indemnifying party will
be entitled to participate therein, and
-19-
to the extent that it may elect by written notice delivered to the indemnified
party promptly after receiving the aforesaid notice from such indemnified party,
to assume the defense thereof, with counsel satisfactory to such indemnified
party; provided, however, that if the defendants in any such action include both
the indemnified party and the indemnifying party and the indemnified party or
parties shall have reasonably concluded that there may be legal defenses
available to it or them and/or other indemnified parties that are different from
or additional to those available to the indemnifying party, the indemnified
party or parties shall have the right to select separate counsel to assert such
legal defenses and to otherwise participate in the defense of such action on
behalf of such indemnified party or parties. Upon receipt of notice from the
indemnifying party to such indemnified party of its election so to assume the
defense of such action and approval by the indemnified party of counsel, the
indemnifying party will not be liable for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof, unless (i) the indemnified party shall have employed separate counsel
in connection with the assertion of legal defenses in accordance with the
proviso to the preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel, approved by the Purchaser, representing all the indemnified
parties under Section 7(a) who are parties to such action), (ii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of commencement of the action or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party at the expense of
the indemnifying party; and except that, if clause (i) or (iii) is applicable,
such liability shall only be in respect of the counsel referred to in such
clause (i) or (iii).
(c) If the indemnification provided for in this Section 7 is
unavailable to an indemnified party under Section 7(a) hereof or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then
the indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities, in such proportion as is
appropriate to reflect the relative fault of the indemnified and indemnifying
parties in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the indemnified and indemnifying parties
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by such parties.
-20-
(d) The Purchaser and the Seller agree that it would not be just and
equitable if contribution pursuant to Section 7(c) were determined by pro rata
allocation or by any other method of allocation that does not take account of
the considerations referred to in Section 7(c) above. The amount paid or payable
by an indemnified party as a result of the losses, claims, damages and
liabilities referred to in this Section 7 shall be deemed to include, subject to
the limitations set forth above, any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim, except where the indemnified party is required to bear such
expenses pursuant to this Section 7, which expenses the indemnifying party shall
pay as and when incurred, at the request of the indemnified party, to the extent
that the indemnifying party will be ultimately obligated to pay such expenses.
If any expenses so paid by the indemnifying party are subsequently determined to
not be required to be borne by the indemnifying party hereunder, the party that
received such payment shall promptly refund the amount so paid to the party
which made such payment. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 0000 Xxx) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
(e) The indemnity and contribution agreements contained in this
Section 7 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by the Purchaser,
the Underwriters, any of their respective directors or officers, or any person
controlling the Purchaser or the Underwriters, and (iii) acceptance of and
payment for any of the Certificates.
(f) The Underwriters shall be third-party beneficiaries of the
provisions of this Section 7.
SECTION 8. Costs. The Seller shall pay (or shall reimburse the
Purchaser to the extent that the Purchaser has paid) the Seller's pro rata
portion of the aggregate of the following amounts (the Seller's pro rata portion
to be determined according to the percentage that the MLMC Balance represents
the Initial Pool Balance): (i) the costs and expenses of printing (or otherwise
reproducing) and delivering a preliminary and final Prospectus and Memorandum
relating to the Certificates; (ii) the initial fees, costs, and expenses of the
Trustee (including reasonable attorneys' fees); (iii) the filing fee charged by
the Securities and Exchange Commission for registration of the Certificates so
registered; (iv) the fees charged by the Rating Agencies to rate the
Certificates so rated; (v) the expense of recording any assignment of Mortgage
or assignment of Assignment of Leases as contemplated by Section 2 hereof; and
(vi) the cost of obtaining a "comfort letter" from a firm of certified public
accountants selected by the Purchaser with respect to numerical information in
respect of the MLMC Mortgage Loans and the Seller included in the Prospectus and
Memorandum. All other costs and
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expenses in connection with the transactions contemplated hereunder shall be
borne by the party incurring such expense.
-22-
SECTION 9. Grant of a Security Interest. It is the express intent of
the parties hereto that the conveyance of the MLMC Mortgage Loans by the Seller
to the Purchaser as provided in Section 2 hereof be, and be construed as, a sale
of the MLMC Mortgage Loans by the Seller to the Purchaser and not as a pledge of
the MLMC Mortgage Loans by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, if, notwithstanding the aforementioned intent
of the parties, the MLMC Mortgage Loans are held to be property of the Seller,
then, (a) it is the express intent of the parties that such conveyance be deemed
a pledge of the MLMC Mortgage Loans by the Seller to the Purchaser to secure a
debt or other obligation of the Seller, and (b) (i) this Agreement shall also be
deemed to be a security agreement within the meaning of Articles 8 and 9 of the
New York Uniform Commercial Code; (ii) the conveyance provided for in Section 2
hereof shall be deemed to be a grant by the Seller to the Purchaser of a
security interest in all of the Seller's right, title and interest in and to the
MLMC Mortgage Loans, and all amounts payable to the holder of the MLMC Mortgage
Loans in accordance with the terms thereof, and all proceeds of the conversion,
voluntary or involuntary, of the foregoing into cash, instruments, securities or
other property, including without limitation all amounts, other than investment
earnings, from time to time held or invested in the Certificate Account, the
Distribution Account or, if established, the REO Account (each as defined in the
Pooling and Servicing Agreement) whether in the form of cash, instruments,
securities or other property; (iii) the assignment to the Trustee of the
interest of the Purchaser as contemplated by Section 1 hereof shall be deemed to
be an assignment of any security interest created hereunder; (iv) the possession
by the Trustee or any of its agents, including, without limitation, the
Custodian, of the Mortgage Notes, and such other items of property as constitute
instruments, money, negotiable documents or chattel paper shall be deemed to be
"possession by the secured party" for purposes of perfecting the security
interest pursuant to Section 9-305 of the New York Uniform Commercial Code; and
(v) notifications to persons (other than the Trustee) holding such property, and
acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgments, receipts or confirmations
from, financial intermediaries, bailees or agents (as applicable) of the secured
party for the purpose of perfecting such security interest under applicable law.
The Seller and the Purchaser shall, to the extent consistent with this
Agreement, take such actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the MLMC Mortgage Loans,
such security interest would be deemed to be a perfected security interest of
first priority under applicable law and will be maintained as such throughout
the term of this Agreement and the Pooling and Servicing Agreement.
SECTION 10. Notices. All notices, copies, requests, consents,
demands and other communications required hereunder
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shall be in writing and telecopied or delivered to the intended recipient at the
"Address for Notices" specified beneath its name on the signature pages hereof
or, as to either party, at such other address as shall be designated by such
party in a notice hereunder to the other party. Except as otherwise provided in
this Agreement, all such communications shall be deemed to have been duly given
when transmitted by telecopier or personally delivered or, in the case of a
mailed notice, upon receipt, in each case given or addressed as aforesaid.
SECTION 11. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the MLMC Mortgage Loans by
the Seller to the Purchaser (and by the Purchaser to the Trustee).
SECTION 12. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any particular jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.
SECTION 13. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but which together
shall constitute one and the same agreement.
SECTION 14. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED IN
ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF NEW YORK. THE PARTIES HERETO
INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW SHALL APPLY TO THIS AGREEMENT.
SECTION 15. Further Assurances. The Seller and the Purchaser agree
to execute and deliver such instruments and take such further actions as the
other party may, from time to time, reasonably request in order to effectuate
the purposes and to carry out the terms of this Agreement.
-24-
SECTION 16. Successors and Assigns. The rights and obligations of
the Seller under this Agreement shall not be assigned by the Seller without the
prior written consent of the Purchaser, except that any person into which the
Seller may be merged or consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Seller is a party, or any
person succeeding to all or substantially all of the business of the Seller,
shall be the successor to the Seller hereunder. The Purchaser has the right to
assign its interest under this Agreement, in whole or in part, as may be
required to effect the purposes of the Pooling and Servicing Agreement, and the
assignee shall, to the extent of such assignment, succeed to the rights and
obligations hereunder of the Purchaser. Subject to the foregoing, this Agreement
shall bind and inure to the benefit of and be enforceable by the Seller and the
Purchaser, and their permitted successors and assigns, and the officers,
directors and controlling persons referred to in Section 7.
SECTION 17. Amendments. No term or provision of this Agreement may
be waived or modified unless such waiver or modification is in writing and
signed by a duly authorized officer of the party against whom such waiver or
modification is sought to be enforced.
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IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.
SELLER
XXXXXXX XXXXX MORTGAGE CAPITAL INC.
By: /s/ XXXXXX X. XXXXXXXXXXX
------------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: Vice President
Address for Notices:
World Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention:
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
PURCHASER
XXXXXXX XXXXX MORTGAGE
INVESTORS, INC.
By: /s/ XXXXX X. XXXXXXXX
------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
Address for Notices:
World Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention:
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
-26-
EXHIBIT A
MORTGAGE LOAN SCHEDULE
-27-
ML LOANS
------------------------------------------------------------------------------------------------------------------------------------
Control Original Cut-off Date
Number Property_Name Address City State Zip Code Balance Balance
------------------------------------------------------------------------------------------------------------------------------------
000 XXX - Xxxxxxx Xx 0000 X. Xxxxx Xxxxxxx Xxxxxxx XX 00000 3,450,000 3,444,409.56
The Green Apts.
000 Xxxxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xxxx Xxxxxx XX 00000 3,320,300 3,313,276.46
Apts.
203 JMA - Brookmore 000 Xxxxxx Xxxxxx Xxxxxxxxx XX 00000 1,811,661 1,808,761.78
Hollow Apartments
205 Capital Tech 0000 X. Xxxxxxxx Xxxxxxx Xxxxxxxxxx XX 00000 1,253,800 1,247,389.50
Center
206 Clinton 0000-0000 Xxxxxxx Xxxxx Xxxxxxx XX 00000 1,762,500 1,753,030.20
Industrial Park
000 00 Xxxxx Xxxxxx 00 Xxxxx Xxxxxx Xxxxxxxx XX 00000 9,500,000 9,409,634.76
000 Xxxxxx Xxxxx 0000 X. Xxxxxx Xxxx Xxxxxxxxxx XX 00000 2,400,000 2,388,936.09
000 XXX-Xxxx Xxxxx 00000 Xxxxxxxx Xxxxxx Xxxxxxx XX 00000 3,326,100 3,315,902.31
Apartments Drive
211 First Line 0000 Xxx Xxxxx Xxxx Xxxxxxxx XX 00000 1,350,000 1,343,857.96
Apartments
212 Fountainview 0000 Xxxxxxx & 0000 Xxxxxxx XX 00000 1,971,700 1,963,141.63
Lodge I & II Apts. Fairdale
000 Xxxxxxxxxx Xxxxxx 1115 - 1195 Xxxxxx Xxxxxxxx XX 00000 1,175,000 1,167,533.30
Street
000 Xxxxxxxx Xxxxxx 000 Xxxx Xxxxxx Xxxxxxxx XX 00000 1,800,000 1,791,971.16
Apartments
215 INT-6200 Xxxxxxx 0000 Xxxx Xxxx Xxxxx Xxxxxxx XX 00000 10,000,000 9,969,340.40
Apartments
000 Xxxxxxxx Xxxxxxx 000 X. Xxxxxxxx Xxxxx Xxxxxxxxxxx XX 00000 1,120,000 1,114,870.71
Apartments
218 INT-The Lodge 0000 Xxxxx Xxxxxxx XX 00000 4,553,500 4,539,539.15
Apartments
------------------------------------------------------------------------------------------------------------------------------------
Control Monthly Gross Remaining Maturity Ground Underwriting Net
Number Property_Name Payment Rate Term Amort Date Lease Reserves Rate
------------------------------------------------------------------------------------------------------------------------------------
000 XXX - Xxxxxxx Xx 27,983.19 9.0900 117 357 8/1/06 No 250 per unit 8.9500
The Green Apts.
000 Xxxxxxx Xxxxxx 27,219.10 9.2100 116 356 7/1/06 No 250 per unit 9.0900
Apts.
203 JMA - Brookmore 14,772.99 9.1500 117 357 8/1/06 No 250 per unit 9.0100
Hollow Apartments
205 Capital Tech 10,858.69 9.3900 54 294 5/1/01 No 0.15 per sq. ft. 9.2700
Center
206 Clinton 14,899.61 9.0900 114 294 5/1/06 No 0.15 per sq. ft. 8.9700
Industrial Park
000 00 Xxxxx Xxxxxx 91,362.57 9.9500 233 233 4/1/16 No 0.21 per sq. ft. 9.8100
000 Xxxxxx Xxxxx 19,960.24 8.8900 115 295 6/1/06 No 250 per unit 8.7700
210 INT-Deer Creek 25,598.41 8.5100 55 355 6/1/01 No 225 per unit 8.3900
Apartments
211 First Line 11,301.43 8.9700 115 295 6/1/06 No 250 per unit 8.8500
Apartments
212 Fountainview 15,146.70 8.4900 113 353 4/1/06 No 250 per unit 8.3500
Lodge I & II Apts.
000 Xxxxxxxxxx Xxxxxx 9,884.71 9.0300 113 293 4/1/06 No 0.16 per sq. ft. 8.8900
000 Xxxxxxxx Xxxxxx 15,216.62 9.0900 175 295 6/1/11 No 250 per xxxx 0.0000
Xxxxxxxxxx
000 XXX-0000 Xxxxxxx 76,962.23 8.5100 55 355 6/1/01 No 225 per xxxx 0.0000
Xxxxxxxxxx
000 Xxxxxxxx Xxxxxxx 9,345.37 8.9300 79 295 6/1/03 No 250 per unit 8.8100
Apartments
218 INT-The Lodge 35,044.75 8.5100 55 355 6/1/01 No 225 per unit 8.3900
Apartments
-------------------------------------------------------------------------
Control Subservicing (1)Servicing
Number Property_Name Fees Fees Subservicer
-------------------------------------------------------------------------
000 XXX - Xxxxxxx Xx 0.0600 0.0750 LJ Melody
The Green Apts.
000 Xxxxxxx Xxxxxx 0.0400 0.0750 First Union
Apts.
203 JMA - Brookmore 0.0600 0.0750 LJ Melody
Hollow Apartments
205 Capital Tech 0.0400 0.0750 First Union
Center
206 Clinton 0.0400 0.0750 First Union
Industrial Park
000 00 Xxxxx Xxxxxx 0.0600 0.0750 Key Corp
209 Xxxxxx Creek 0.0400 0.0750 First Union
210 INT-Deer Creek 0.0400 0.0750 First Union
Apartments
211 First Line 0.0400 0.0750 First Union
Apartments
212 Fountainview 0.0600 0.0750 XX Xxxxxx
Xxxxx I & II Apts.
000 Xxxxxxxxxx Xxxxxx 0.0600 0.0750 LJ Melody
000 Xxxxxxxx Xxxxxx 0.0400 0.0750 First Union
Apartments
215 INT-6200 Xxxxxxx 0.0400 0.0750 First Union
Apartments
217 Lakewood Village 0.0400 0.0750 First Union
Apartments
218 INT-The Lodge 0.0400 0.0750 First Union
Apartments
-42-
------------------------------------------------------------------------------------------------------------------------------------
Control Original Cut-off Date
Number Property_Name Address City State Zip Code Balance Balance
------------------------------------------------------------------------------------------------------------------------------------
219 Mount View 00-00 Xxxxx Xxxx Xxxx Xxxxxxxx XX 00000 1,771,400 1,761,866.69
Business Park Springs
000 Xxxxx Xxxxx 0000 Xxx Xxxxx Xxxxx Xxxxx Xx XX 00000 1,468,300 1,463,764.55
Office Compound
000 Xxxxxxx Xxxxx Xxxx Xx. & 00xx Xxx. Xxxxxx XX 00000 2,461,100 2,449,308.85
224 INT-Regency Walk 00000 Xxxxxxxxx Xxxxxxx XX 00000 4,360,000 4,346,632.41
Apartments
000 Xxxxxxxxx 000X Xxxxxxxxx Xxxxx Xxxxx Xxxxxxx XX 00000 3,300,000 3,294,596.76
Apartments &
Townhouses
000 Xxxxxx Xxxxx 0000 Xxxxxxxxxx Xxxxxxx XX 00000 6,500,000 6,482,638.88
Shopping Center
000 Xxxxxx Xxxx 0000 Xxxxxx Xxxx Xxxxx XX 00000 3,320,000 3,310,525.88
Apartments
230 Silvercreek II 0000 X. 00xx Xxxxxx Xxxxxxx XX 00000 1,500,000 1,488,771.26
Apartments
000 XXX-Xxxxxxxxxx 0000 Xxxxxxx Xxxxx Xxxxxx XX 00000 720,000 718,140.97
Court Apts.
000 Xxxxxxxxxx Xxxxx 0000 Xxxxxxxxxx Xxxxx Xxxxxx XX 00000 1,200,000 1,196,901.62
238 Woodwillow 0000 Xxxxxx Xxxxxxx Xxxx Xxxxxx XX 00000 1,431,000 1,427,922.18
Townhomes
239 Timbergrove Manor 0000 Xxxx X. X. Xxxxxx Xxxxxxx XX 00000 1,405,000 1,402,713.83
Apts. Blvd
242 JMA - Woodcreek 0000 Xxxxxxxxx Xxxx Xxxxxxx XX 00000 820,000 818,671.26
Xxxxxxx Xxxxxxxxxx
000 XXX - Xxx Xxxxxxx 0000 Xxxxx Xxxxxxx Xxx Xxxxxxx XX 00000 3,030,000 3,024,633.39
Station Apts.
------------------------------------------------------------------------------------------------------------------------------------
Control Monthly Gross Remaining Maturity Ground Underwriting Net
Number Property_Name Payment Rate Term Amort Date Lease Reserves Rate
------------------------------------------------------------------------------------------------------------------------------------
219 Mount View 14,962.69 9.0800 78 294 5/1/03 No 0.16 per sq. ft. 8.9600
Business Park
000 Xxxxx Xxxxx 13,270.07 9.9300 116 296 7/1/06 No 0.15 per sq. ft. 9.8100
Office Compound
000 Xxxxxxx Xxxxx 21,983.50 9.7800 114 294 5/1/06 No 0.16 per sq. ft. 9.6600
224 INT-Regency Walk 33,555.53 8.5100 55 355 6/1/01 No 225 per unit 8.3900
Apartments
000 Xxxxxxxxx 26,647.58 9.0400 117 357 8/1/06 No 275 per unit 8.9200
Apartments &
Townhouses
000 Xxxxxx Xxxxx 53,144.50 9.1800 115 355 6/1/06 No 0.15 per sq. ft. 9.0400
Shopping Xxxxxx
000 Xxxxxx Xxxx 26,379.72 8.8600 55 355 6/1/01 No 225 per unit 8.7400
Apartments
230 Silvercreek II 13,611.87 9.1200 235 235 6/1/16 No 250 per unit 9.0000
Apartments
235 BCM-Westheimer 6,170.92 9.2600 117 297 8/1/06 No 290 per unit 9.1400
Court Apts.
000 Xxxxxxxxxx Xxxxx 10,284.86 9.2600 117 297 8/1/06 No 296 per unit 9.1400
238 Woodwillow 11,648.26 9.1300 80 356 7/1/03 No 250 per unit 9.0100
Townhomes
239 Timbergrove Manor 11,375.79 9.0700 117 357 8/1/06 No 250 per unit 8.9500
Apts.
242 JMA - Woodcreek 6,651.08 9.0900 117 357 8/1/06 No 250 per unit 8.9500
Xxxxxxx Xxxxxxxxxx
000 XXX - Xxx Xxxxxxx 23,642.52 8.6600 45 357 8/1/00 No 250 per unit 8.5400
Station Apts.
-------------------------------------------------------------------------
Control Subservicing (1)Servicing
Number Property_Name Fees Fees Subservicer
-------------------------------------------------------------------------
219 Mount View 0.0400 0.0750 First Xxxxx
Xxxxxxxx Xxxx
000 Xxxxx Xxxxx 0.0400 0.0750 First Union
Office Compound
000 Xxxxxxx Xxxxx 0.0000 0.0750 First Union
224 INT-Regency Walk 0.0400 0.0750 First Union
Apartments
225 Southgate 0.0400 0.0750 First Union
Apartments &
Townhouses
000 Xxxxxx Xxxxx 0.0600 0.0750 LJ Melody
Shopping Center
000 Xxxxxx Xxxx 0.0400 0.0750 First Union
Apartments
230 Silvercreek II 0.0400 0.0750 First Union
Apartments
235 BCM-Westheimer 0.0400 0.0750 First Union
Court Apts.
237 Westheimer House 0.0400 0.0750 First Union
238 Woodwillow 0.0400 0.0750 First Union
Townhomes
239 Timbergrove Manor 0.0400 0.0750 First Union
Apts.
242 JMA - Woodcreek 0.0600 0.0750 LJ Xxxxxx
Xxxxxxx Xxxxxxxxxx
000 XXX - Xxx Xxxxxxx 0.0400 0.0750 First Union
Station Apts.
-43-
------------------------------------------------------------------------------------------------------------------------------------
Control Original Cut-off Date
Number Property_Name Address City State Zip Code Balance Balance
------------------------------------------------------------------------------------------------------------------------------------
245 SHL - Village 0000 Xxx Xxxx Xxxx. Xxxxxxx XX 00000 4,900,000 4,891,321.32
Green Apartments
247 Buckingham Manor 1110 & 0000 X. Xxxxxx Xxxxxx XX 00000 1,454,300 1,449,069.93
000 Xxxxxx Xxxxx 000 Xxxxxxx Xxxxx Xxxxx XX 00000 896,000 893,751.32
249 Marigold I 0000 Xxxxxx Xxxx Xxx Xxxxxxx XX 00000 2,095,200 2,087,751.86
Apartments
000 Xxxxxxxx-Xxxxxxxxxxx 000-000 Xxxxxx Xxxxxx Xxxxxxxxx XX 00000 1,450,000 1,444,802.61
Apartments
000 Xxxxxxxxx 000 Xxxx Xxxxxxx Xxxxxxx Xxxxxxxxx XX 00000 2,500,000 2,493,359.85
Townhomes
000 Xxxxxxxx-Xxxxxxxxxx 000 Xxxxx Xxxxxxx Xxxxxxxxx XX 00000 4,350,000 4,334,407.84
Hills Apartments
253 Wilshire Villa 0000 0xx Xxxxxx Xxxxx Xxxx Xxxxxxx XX 00000 2,400,000 2,397,569.11
Apartments
254 Colinas Business 0000 Xxxxx Xxxx Xxxx Xxxxxx XX 00000 1,670,000 1,667,263.19
Xxxx Xxxx
000 Xxxxxxxxx 0000 Xxxxxxxxx Xxxxxx Xxxxxxx XX 00000 1,225,000 1,222,721.30
Apartments
000 Xxx Xxxxxx 0000 Xxxxxx Xxxxxx Xxxxxxxxxx XX 00000 1,550,000 1,543,761.39
000 Xxxxxxxx Xxxxxxx 000 Xxxxxxxxxxx Xxxxxx Xxxxxxxx XX 00000 2,500,000 2,492,720.38
Grand Union Heights
261 Coca-Cola 0000 X. Xxxxxxx Xxxxxx Xxxx XX 00000 1,950,000 1,946,542.95
Building-Industrial
260 Homestead Lodge 00000 Xxxx Xxxxxx Xxxxx Xxxxxxxxx XX 00000 2,100,000 2,094,256.70
269 Cordele Corners 0000 Xxxx 00xx Xxxxxx Xxxxxxx XX 00000 2,175,000 2,171,066.42
Shopping Center
------------------------------------------------------------------------------------------------------------------------------------
Control Monthly Gross Remaining Maturity Ground Underwriting Net
Number Property_Name Payment Rate Term Amort Date Lease Reserves Rate
------------------------------------------------------------------------------------------------------------------------------------
245 SHL - Village 38,233.78 8.6600 45 357 8/1/00 No 225 per unit 8.5400
Xxxxx Xxxxxxxxxx
000 Xxxxxxxxxx Xxxxx 12,224.36 9.0200 56 296 7/1/01 No 250 per unit 8.9000
000 Xxxxxx Xxxxx 7,784.77 9.4300 57 297 8/1/01 No 0.15 per sq. ft. 9.3100
249 Marigold I 17,712.15 9.0900 80 296 7/1/03 No 250 per unit 8.9700
Apartments
250 Xxxxxxxx-Stonebridge 12,208.09 9.0400 116 296 7/1/06 No 250 per unit 8.9200
Apartments
000 Xxxxxxxxx 21,134.20 9.0900 117 297 8/1/06 No 280 per unit 8.9700
Townhomes
000 Xxxxxxxx-Xxxxxxxxxx 36,624.27 9.0400 116 296 7/1/06 No 250 per unit 8.9200
Hills Apartments
253 Wilshire Villa 19,970.71 9.3800 118 358 9/1/06 No 250 per unit 9.2600
Apartments
254 Colinas Business 14,625.58 9.5300 58 298 9/1/01 No 0.15 per sq. ft. 9.4100
Park
255 Grayridge 10,087.91 8.7700 118 298 9/1/06 No 225 per unit 8.6300
Apartments
256 Bay Towers 14,875.77 9.9200 237 237 8/1/16 No 250 per unit 9.8000
258 Berkeley Heights 22,896.67 9.2500 118 238 9/1/06 Yes 0.22 per sq. ft. 9.1300
Grand Union
261 Coca-Cola 16,444.52 9.0600 118 298 9/1/06 No 0.15 per sq. ft. 8.9400
Building-Industrial
260 Homestead Lodge 19,905.04 9.7400 238 238 9/1/16 No 4% of gross rev. 9.6200
269 Cordele Corners 18,163.24 8.9400 178 298 9/1/11 No 0.24 per sq. ft. 8.8200
Shopping Center
-------------------------------------------------------------------------
Control Subservicing (1)Servicing
Number Property_Name Fees Fees Subservicer
-------------------------------------------------------------------------
245 SHL - Village 0.0400 0.0750 First Xxxxx
Xxxxx Xxxxxxxxxx
000 Xxxxxxxxxx Xxxxx 0.0400 0.0750 First Union
000 Xxxxxx Xxxxx 0.0000 0.0750 First Union
249 Marigold I 0.0400 0.0750 First Union
Apartments
250 Xxxxxxxx-Stonebridge 0.0400 0.0750 First Union
Apartments
251 Glenbrook 0.0400 0.0750 First Union
Townhomes
252 Xxxxxxxx-Greenbriar 0.0400 0.0750 First Union
Hills Apartments
253 Wilshire Villa 0.0400 0.0750 First Union
Apartments
254 Colinas Business 0.0400 0.0750 First Union
Park
255 Grayridge 0.0600 0.0750 LJ Melody
Apartments
256 Bay Towers 0.0400 0.0750 First Union
258 Berkeley Heights 0.0400 0.0750 First Union
Grand Union
261 Coca-Cola 0.0400 0.0750 First Union
Building-Industrial
260 Homestead Lodge 0.0400 0.0750 First Union
269 Cordele Corners 0.0400 0.0750 First Union
Shopping Center
-44-
------------------------------------------------------------------------------------------------------------------------------------
Control Original Cut-off Date
Number Property_Name Address City State Zip Code Balance Balance
------------------------------------------------------------------------------------------------------------------------------------
000 Xxxxxxx Xxxx X.X. 696 (North Xxxx Xxxxxxxxxxxx XX 00000 2,100,000 2,096,270.83
Apartments Street)
000 Xxxxx Xxxxxx 0000 Xxxxx Xxxxxxx Xxxxxxx XX 00000 6,960,000 6,951,379.74
Apartments
282 Super 8 Motel 0000 X. Xxx Xx Xxx Xxxxxxx XX 00000 1,650,000 1,645,658.69
Expressway (aka I-35)
265 Oxford-Runaway 0000 Xxxxxxx Xxx Xxxxx Xxxxxxxxx XX 00000 9,259,000 9,247,508.82
Bay Apartments
263 Oxford-Runaway 0000 Xxxxxxx Xxx Xxxxx Xxxxxxxx XX 00000 4,522,000 4,516,387.83
Bay II Apartments
264 Oxford - Hunters 0000 Xxxxxxx Xxxxx Xxxxx Xxxxxxxxxx XX 00000 9,081,000 9,069,729.74
Xxxxx Xxxxxxxxxx
000 Xxxxxx - Xxxxxx 0000 Xxxxxxx Xxxx Xxxxxxxx XX 00000 10,120,000 10,107,440.25
Club Apartments
000 Xxxxxx-Xxxx at 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx XX 00000 11,070,000 11,056,261.22
Woodbridge I Apts
000 Xxxxx Xxxxx 0X Xxxxxxxxxxxx Xxx Xxxxxx XX 00000 2,430,000 2,425,619.80
Mobile Home Park
279 American Trade 0000 Xxxxx Xxxxxx Xxxxxx XX 00000 1,425,000 1,421,440.19
Institute
000 Xxxxxx Xxxx 000 Xxxxxx Xxxxxx Xxxx Xxxxxxx XX 00000 9,000,000 8,990,151.56
Shopping Plaza
286 Las Colinas Tech 0000 Xxxxxx Xxxx Xxxx Xxxxxx XX 00000 1,400,000 1,397,777.97
Center
000 XXX-Xxxxxx Xxxxxx 000 Xxxx Xxxxxxxx Xxxx Xxxxxxxxx XX 00000 3,000,000 2,996,374.72
Apartments
222 Pinecrest 0000 X. Xxxxxxxx Xxxxxxxxxxx XX 00000 1,085,000 1,080,421.65
Apartments Boulevard
277 KFS-Sycamore 000 Xxxxxxxx Xxxxxx Xxxxx XX 00000 11,468,600 11,454,741.05
Ridge Apartments
------------------------------------------------------------------------------------------------------------------------------------
Control Monthly Gross Remaining Maturity Ground Underwriting Net
Number Property_Name Payment Rate Term Amort Date Lease Reserves Rate
------------------------------------------------------------------------------------------------------------------------------------
000 Xxxxxxx Xxxx 17,695.08 9.0500 118 298 9/1/06 No 325 per unit 8.9300
Apartments
000 Xxxxx Xxxxxx 53,073.08 8.4100 34 358 9/1/99 No 250 per unit 8.2900
Apartments
282 Super 8 Motel 15,966.61 10.0400 238 238 9/1/16 No 4% of gross rev. 9.9200
265 Oxford-Runaway 70,538.55 8.4000 118 358 9/1/06 No 254 per unit 8.2800
Bay Apartments
263 Oxford-Runaway 34,450.30 8.4000 118 358 9/1/06 No 284 per unit 8.2800
Bay II Apartments
264 Oxford - Hunters 69,182.48 8.4000 118 358 9/1/06 No 250 per unit 8.2800
Xxxxx Xxxxxxxxxx
000 Xxxxxx - Xxxxxx 77,097.97 8.4000 118 358 9/1/06 No 250 per unit 8.2800
Club Apartments
267 Oxford-Oaks at 84,335.43 8.4000 118 358 9/1/06 No 250 per unit 8.2800
Woodbridge I Apts
000 Xxxxx Xxxxx 20,325.95 8.9600 178 298 9/1/11 No 50 per pad 8.8400
Mobile Home Park
279 American Trade 14,983.56 9.6200 179 179 10/1/11 No 0.15 per sq. ft. 9.5000
Xxxxxxxxx
000 Xxxxxx Xxxx 72,480.80 9.0100 118 358 9/1/06 No 0.15 per sq. ft. 8.8900
Shopping Plaza
286 Las Colinas Tech 12,446.53 9.7200 238 298 9/1/16 No 0.04 per sq. ft. 9.6000
Center
274 KFS-Sunset Pointe 23,131.22 8.5300 82 358 9/1/03 No 200 per unit 8.3900
Apartments
222 Pinecrest 9,549.15 9.3100 272 272 7/1/19 No 268 per unit 9.1900
Apartments
277 KFS-Sycamore 88,427.56 8.5300 82 358 9/1/03 No 200 per unit 8.3900
Ridge Apartments
-------------------------------------------------------------------------
Control Subservicing (1)Servicing
Number Property_Name Fees Fees Subservicer
-------------------------------------------------------------------------
000 Xxxxxxx Xxxx 0.0400 0.0750 First Union
Apartments
000 Xxxxx Xxxxxx 0.0400 0.0750 First Union
Apartments
282 Super 8 Motel 0.0400 0.0750 First Union
265 Oxford-Runaway 0.0400 0.0750 First Union
Bay Apartments
263 Oxford-Runaway 0.0400 0.0750 First Union
Bay II Apartments
264 Oxford - Hunters 0.0400 0.0750 First Xxxxx
Xxxxx Xxxxxxxxxx
000 Xxxxxx - Xxxxxx 0.0400 0.0750 First Union
Club Apartments
267 Oxford-Oaks at 0.0400 0.0750 First Union
Woodbridge I Apts
000 Xxxxx Xxxxx 0.0400 0.0750 First Union
Mobile Home Park
279 American Trade 0.0400 0.0750 First Union
Institute
285 Copper Tree 0.0400 0.0750 First Xxxxx
Xxxxxxxx Xxxxx
000 Xxx Xxxxxxx Tech 0.0400 0.0750 First Union
Center
274 KFS-Sunset Pointe 0.0600 0.0750 LJ Melody
Apartments
222 Pinecrest 0.0400 0.0750 First Union
Apartments
277 KFS-Sycamore 0.0600 0.0750 XX Xxxxxx
Xxxxx Apartments
-45-
------------------------------------------------------------------------------------------------------------------------------------
Control Original Cut-off Date
Number Property_Name Address City State Zip Code Balance Balance
------------------------------------------------------------------------------------------------------------------------------------
273 KFS-Sunset 0000 Xxxxxxx Xxxxxx Xxxxxxxxx XX 00000 2,442,400 2,439,448.54
Terrace Apartments
276 KFS-Sunset 0000 Xxxxxxx Xxxxxxxxx Xxxxxxxxx XX 00000 5,650,000 5,643,172.40
Village Apartments
232 EW - Sorrento 10350-60 Sorrento Xxx Xxxxx XX 00000 2,450,000 2,445,213.34
Creek Industrial Valley Road
Park
233 EW - Sorrento 00000-00-00 Roselle Xxx Xxxxx XX 00000 1,600,000 1,596,807.73
Xxxxxxx Xxxxxx
Xxxxxxxxxx Xxxx
231 Solarium 0000 XXX Xxxxxxx Xxxxxx XX 00000 1,500,000 1,480,738.65
Apartments
000 XXX-Xxxxxx Xxxxxx 000 Xxxxxx Xxx Xxxxx XX 00000 1,700,000 1,698,147.46
Apartments
278 KFS-Sunset 000-000 Xxx Xxxx Xxxxxxx Xxxxxxxxx XX 00000 14,039,000 14,022,034.92
Apartments
208 Courtyard 00000 Xxxxxxx Xxxxxx Xxx Xxxx XX 00000 1,050,000 1,047,918.21
Apartments
000 Xxxxxx Xxxxxx 1111 & 0000 Xxxxxx Xxxxxxxx XX 00000 7,620,000 7,613,822.65
Office Xxxxxxxx Xxxxxx
000 Xxxxxx Xxxx 000 Xxxxxx Xxxxxx Xxxxxx Xxxxxxxxx XX 00000 2,920,000 2,918,470.27
Apartments
000 Xxxxxxxx Xxxxx 000 Xxxxxxxxx Xxxxxx Xxxxxxxxx XX 00000 4,155,000 4,151,721.53
000 Xxxx Xxxxx Xxxxxxx 000 Xxxx Xxxxxx Xxxx Xxxxxxxxx XX 00000 2,320,000 2,318,071.10
262 22601 Pacific 00000 Xxxxxxx Xxxxx Xxxxxx XX 00000 2,450,000 2,439,960.03
Coast Highway Ctr Highway
227 Seneca Village 0000 Xxxx Xxxxxx Xx. Xxxxxx XX 00000 3,000,000 2,995,138.75
Apartments
000 Xxxxxxx Xxxxx 000 X. Xxxxxxx Xxxxxxx Xxxxxxxxx XX 00000 1,200,000 1,195,825.18
Apartments
------------------------------------------------------------------------------------------------------------------------------------
Control Monthly Gross Remaining Maturity Ground Underwriting Net
Number Property_Name Payment Rate Term Amort Date Lease Reserves Rate
------------------------------------------------------------------------------------------------------------------------------------
273 KFS-Sunset 18,831.90 8.5300 82 358 9/1/03 No 200 per unit 8.3900
Terrace Apartments
276 KFS-Sunset 43,563.79 8.5300 82 358 9/1/03 No 220 per unit 8.3900
Village Apartments
232 EW - Sorrento 20,762.00 9.5900 116 356 7/1/06 No 0.15 per sq. ft. 0.0000
Xxxxx Xxxxxxxxxx
Xxxx
233 EW - Sorrento 13,442.00 9.4900 116 356 7/1/06 No 0.15 per sq. ft. 9.3500
Roselle
Industrial Park
231 Solarium 15,654.32 9.4900 175 175 6/1/11 No 250 per unit 9.3700
Apartments
272 KFS-Sunset Trails 13,715.30 9.0300 118 358 9/1/06 No 200 per unit 8.8900
Apartments
278 KFS-Sunset 108,246.39 8.5300 82 358 9/1/03 No 200 per unit 8.3900
Apartments
208 Courtyard 8,844.30 9.5200 116 356 7/1/06 No 225 per unit 9.3800
Apartments
000 Xxxxxx Xxxxxx 66,946.85 9.5700 119 299 10/1/06 No 0.15 per sq. ft. 9.4500
Office Xxxxxxxx
000 Xxxxxx Xxxx 23,916.40 9.2000 239 359 10/1/16 No 269 per unit 9.0800
Apartments
000 Xxxxxxxx Xxxxx 36,968.60 9.7300 83 299 10/1/03 No 0.15 per sq. ft. 9.6100
000 Xxxx Xxxxx Xxxxxxx 20,140.90 9.4200 119 299 10/1/06 No 50 per pad 9.3000
262 22601 Pacific 21,576.12 9.6000 79 295 6/1/03 No 0.15 per sq. ft. 9.4800
Coast Highway Ctr
227 Seneca Village 24,333.20 9.0900 117 357 8/1/06 No 250 per unit 8.9500
Apartments
000 Xxxxxxx Xxxxx 10,251.75 9.2200 116 296 7/1/06 No 265 per unit 9.1000
Apartments
-------------------------------------------------------------------------
Control Subservicing (1)Servicing
Number Property_Name Fees Fees Subservicer
-------------------------------------------------------------------------
273 KFS-Sunset 0.0600 0.0750 LJ Melody
Terrace Apartments
276 KFS-Sunset 0.0600 0.0750 LJ Xxxxxx
Xxxxxxx Xxxxxxxxxx
000 XX - Xxxxxxxx 0.0600 0.0750 LJ Melody
Creek Industrial
Park
233 EW - Sorrento 0.0600 0.0750 XX Xxxxxx
Xxxxxxx
Industrial Park
231 Solarium 0.0400 0.0750 First Union
Apartments
272 KFS-Sunset Trails 0.0600 0.0750 LJ Melody
Apartments
278 KFS-Sunset 0.0600 0.0750 LJ Melody
Apartments
208 Courtyard 0.0600 0.0750 LJ Melody
Apartments
000 Xxxxxx Xxxxxx 0.0400 0.0750 First Xxxxx
Xxxxxx Xxxxxxxx
000 Xxxxxx Xxxx 0.0400 0.0750 First Xxxxx
Xxxxxxxxxx
000 Xxxxxxxx Xxxxx 0.0400 0.0750 First Union
000 Xxxx Xxxxx Xxxxxxx 0.0400 0.0750 First Union
262 22601 Pacific 0.0400 0.0750 First Xxxxx
Xxxxx Xxxxxxx Xxx
000 Xxxxxx Xxxxxxx 0.0600 0.0750 LJ Melody
Apartments
000 Xxxxxxx Xxxxx 0.0400 0.0750 First Union
Apartments
-46-
------------------------------------------------------------------------------------------------------------------------------------
Control Original Cut-off Date
Number Property_Name Address City State Zip Code Balance Balance
------------------------------------------------------------------------------------------------------------------------------------
241 Renaissance III NWC of Pecos & Flamingo Xxx Xxxxx XX 00000 17,280,000 17,246,477.80
Shopping Center
226 Scripps Mesa 0000 Xxxx Xxxx Xxx Xxxxx XX 00000 2,573,700 2,565,937.07
Apartments
000 Xxxxxxx Xxxxx 00000 Xxxx Xxxxxxx Xxxx Xxxxxxx XX 00000 1,350,000 1,349,215.22
Apartments
000 Xxxxxxx Retail 0000 Xxxxxxx Xxxxxxxxx Xxxxxxx Xxx XX 00000 12,750,000 12,725,848.52
Center South
200 AB - Sixty-Five 00 Xxxxxxx Xxxxxx Xxxxxxxxxx XX 00000 3,691,000 3,672,470.28
Xxxxxxx Xxxxxx
000 0000 Xxxxxxxxxx 0000 Xxxxxxxxxx Xxxxxx XX 00000 2,990,000 2,982,058.38
Apartments
236 AB - Westgate @ 0 Xxx Xxxxx Xxxxxxxxx XX 00000 4,163,000 4,142,239.42
Fairfield
275 KFS-Citrus Sunset 0000 Xxxxx Xxxxxx Xxxxxx Xxxxx XX 00000 3,660,000 3,655,577.16
Apartments
304 The Olympic NWC Olympic and Xxxxx Xxxxxx XX 00000 10,000,000 9,991,838.37
Marketplace Cloverfield
000 Xxxxx Xxxxxxx 000 Xxxx Xxxxxxxxx Xxxxx XX 00000 2,150,000 2,147,676.51
Apartments
000 Xxxxxxx Xxx 0000 Xxxxxxx Xxx Xx Xxxxx XX 00000 2,900,000 2,894,789.93
Industrial Park
302 SNE Enterprises 0000 Xxxxxxxxx Xxxxx Xxxxxxx XX 00000 9,975,000 9,966,776.06
000 Xxxx Xxxx 000-000 Xxxx Xxxx Xxxxxx Xxxxxx XX 00000 3,735,000 3,721,788.44
Industrial Park
246 K&S - Pioneer 0000 Xxxx 00xx Xxxxxx Xxxxxx XX 00000 1,870,000 1,866,925.42
Village MHP
243 K&S - North 0000 Xxxxx Xxxxxxxxx Xxxxxxxx XX 00000 8,430,000 8,415,069.13
County Village
204 Canyon Center 00000 Xxxxxxx Xxxxxx Xx. Xxxxx Xxxxxxx XX 00000 13,300,000 13,246,070.99
------------------------------------------------------------------------------------------------------------------------------------
Control Monthly Gross Remaining Maturity Ground Underwriting Net
Number Property_Name Payment Rate Term Amort Date Lease Reserves Rate
------------------------------------------------------------------------------------------------------------------------------------
241 Renaissance III 143,137.11 9.1700 117 333 8/1/06 No 0.15 per sq. ft. 9.0300
Shopping Center
226 Scripps Mesa 19,953.92 8.5900 55 355 6/1/01 No 276 per unit 8.4500
Apartments
000 Xxxxxxx Xxxxx 10,572.28 8.7000 83 359 10/1/03 No 290 per unit 8.5800
Apartments
271 Gateway Retail 104,044.82 8.6600 34 298 9/1/99 No 0.15 per sq. ft. 8.5400
Center
200 AB - Sixty-Five 32,248.14 9.5000 114 294 5/1/06 Yes 0.26 per sq. ft. 9.3600
Madison Xxxxxx
000 0000 Xxxxxxxxxx 25,276.50 9.0900 117 297 8/1/06 No 309 per unit 8.9700
Apartments
236 AB - Westgate @ 36,487.81 9.5400 114 294 5/1/06 No 0.15 per sq. ft. 9.4000
Fairfield
275 KFS-Citrus Sunset 28,220.09 8.5300 82 358 9/1/03 No 225 per unit 8.3900
Apartments
304 The Olympic 87,578.30 9.5300 239 299 10/1/16 No 0.15 per sq. ft. 9.3900
Marketplace
000 Xxxxx Xxxxxxx 17,407.79 9.0700 82 358 9/1/03 No 175 per unit 8.9300
Apartments
000 Xxxxxxx Xxx 24,296.99 8.9800 118 298 9/1/06 No 0.15 per sq. ft. 8.8400
Industrial Park
302 SNE Enterprises 86,943.31 9.4700 119 299 10/1/06 No 0.15 per sq. ft. 9.3500
240 West Palm 31,651.47 9.1200 116 296 7/1/06 No 0.15 per sq. ft. 8.9800
Industrial Park
246 K&S - Pioneer 15,073.36 9.0200 81 357 8/1/03 No 79 per pad 8.8800
Village MHP
243 K&S - North 65,777.71 8.6600 57 357 8/1/01 No 50 per pad 8.5200
County Village
204 Canyon Center 111,039.16 9.0600 175 307 6/1/11 No 0.15 per sq. ft. 8.9200
-------------------------------------------------------------------------
Control Subservicing (1)Servicing
Number Property_Name Fees Fees Subservicer
-------------------------------------------------------------------------
241 Renaissance III 0.0600 0.0750 LJ Melody
Shopping Center
226 Scripps Mesa 0.0600 0.0750 LJ Melody
Apartments
000 Xxxxxxx Xxxxx 0.0400 0.0750 First Union
Apartments
271 Gateway Retail 0.0400 0.0750 First Union
Center
200 AB - Sixty-Five 0.0600 0.0750 Key Corp
Xxxxxxx Xxxxxx
000 0000 Xxxxxxxxxx 0.0400 0.0750 First Union
Apartments
236 AB - Westgate @ 0.0600 0.0750 Key Corp
Fairfield
275 KFS-Citrus Sunset 0.0600 0.0750 LJ Melody
Apartments
304 The Olympic 0.0600 0.0750 LJ Melody
Marketplace
000 Xxxxx Xxxxxxx 0.0600 0.0750 LJ Melody
Apartments
000 Xxxxxxx Xxx 0.0600 0.0750 LJ Melody
Industrial Park
302 SNE Enterprises 0.0400 0.0750 First Union
240 West Palm 0.0600 0.0750 LJ Melody
Industrial Park
246 K&S - Pioneer 0.0600 0.0750 LJ Melody
Village MHP
243 K&S - North 0.0600 0.0750 LJ Melody
County Village
204 Canyon Center 0.0600 0.0750 LJ Melody
-47-
------------------------------------------------------------------------------------------------------------------------------------
Control Original Cut-off Date
Number Property_Name Address City State Zip Code Balance Balance
------------------------------------------------------------------------------------------------------------------------------------
000 Xxxxx Xxxxx 0000 Xxxx Xxxxxx Xxxxxx Xxx Xxxxx XX 00000 5,333,400 5,311,064.50
220 P & K-Olive 6500 - 0000 X. Xxxxx Xxxxxxxx XX 00000 1,850,000 1,843,706.44
Gardens Apartments Avenue
216 P&K-Glendale 0000 X. Xxxxx Xxxx Xx Xxxxxxxx XX 00000 1,800,000 1,793,876.54
Shadows
280 Tiger Industrial 4901 & 0000 Xxxx Xxx Xxxxxxx XX 00000 1,800,000 1,796,755.35
Xxxxx Xxxxx Xxxxxx
000 Xxxxx 00000 X.X. Xxxxxxx Xxx Xxxxxxxx XX 00000-0000 14,750,000 14,729,334.62
Inn-Portland
Xxxxxxx/X-000
000 Xxxxx Xxx-Xxxxx 0000 Xxxxxx Xxxxxx XX Xxxxx XX 00000 5,470,000 5,462,336.30
Suites
000 Xxxxx Xxx-Xxxxxxx 00 Xxxxx Xxxxxxxxx Xxxxxxx XX 00000 9,510,000 9,496,676.08
Xxxxxxxxxx Xxxxxx
000 Xxxxx Xxx-Xxxxxx 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx XX 00000 6,770,000 6,760,514.94
000 Xxxxxxxxxxx Xxxxx 000-000 Xxxxxx Xxxx Xxxxxx XX 00000 7,000,000 6,996,152.45
000 Xxx Xxxxxxx Xxxx 0000 Xxxx Xxxxx Xxx. 00 Xxxxxxx XX 00000 3,300,000 3,300,000.00
000 XXX-Xxxxxxxxx 0 Xxxxxxxxx Xxxxxx Xxxxxx XX 00000 1,571,500 1,570,031.59
Apartments
000 XXX-Xxxxxxxxx Xxxxxxxxx Xxxxx Xxxx Xxxxxx XX 00000 3,828,000 3,824,422.80
Apartments
000 XXX-Xxxxxxxxx 0 Xxxxxxx Xxxx Xxxxxx XX 00000 1,272,200 1,271,010.83
Apartments
322 CAP-Millbrook 000 Xxxxxx Xxxx Xxxx Xxxxxx XX 00000 436,000 435,592.13
Apartments
321 CAP-Oakwood 000 Xxxxx Xxxxxxxxxx Xxxxxx XX 00000 257,300 257,059.12
Apartments Road
000 XX Xxxxxxx Xxxx 000 Xxx Xxxxxxx Xxxxxx XX 00000 2,200,000 2,198,139.89
------------------------------------------------------------------------------------------------------------------------------------
Control Monthly Gross Remaining Maturity Ground Underwriting Net
Number Property_Name Payment Rate Term Amort Date Lease Reserves Rate
------------------------------------------------------------------------------------------------------------------------------------
000 Xxxxx Xxxxx 46,486.56 9.4700 115 295 6/1/06 No 0.15 per sq. ft. 9.3300
220 P & K-Olive 14,765.87 8.9100 114 354 5/1/06 No 327 per unit 8.7900
Gardens Apartments
216 P&K-Glendale 14,366.80 8.9100 114 354 5/1/06 No 283 per unit 8.7900
Shadows
280 Tiger Industrial 15,056.26 8.9600 118 298 9/1/06 No 0.15 per sq. ft. 8.8400
Plaza
307 Shilo 137,682.05 9.5200 239 239 10/1/16 No 4% of gross rev. 9.3800
Inn-Portland
Xxxxxxx/X-000
000 Xxxxx Xxx-Xxxxx 51,059.04 9.5200 239 239 10/1/16 No 4% of gross rev. 9.3800
Suites
303 Shilo Inn-Seaside 88,769.92 9.5200 239 239 10/1/16 No 4% of gross rev. 9.3800
Oceanfront Resort
300 Shilo Inn-Tacoma 63,193.73 9.5200 239 239 10/1/16 No 4% of gross rev. 9.3800
000 Xxxxxxxxxxx Xxxxx 56,172.55 8.9700 119 359 10/1/06 No 350 per unit 8.8500
000 Xxx Xxxxxxx Xxxx 28,010.54 9.1400 120 300 11/1/06 No 0.15 per sq. ft. 9.0200
325 CAP-Clubhouse 12,887.97 8.7200 83 299 10/1/03 No 270 per unit 8.6000
Apartments
324 CAP-Knollwood 31,393.67 8.7200 83 299 10/1/03 No 280 per unit 8.6000
Apartments
323 CAP-Maplewood 10,433.39 8.7200 83 299 10/1/03 No 270 per unit 8.6000
Apartments
322 CAP-Millbrook 3,575.66 8.7200 83 299 10/1/03 No 270 per unit 8.6000
Apartments
321 CAP-Oakwood 2,110.13 8.7200 83 299 10/1/03 No 271 per unit 8.6000
Apartments
000 XX Xxxxxxx Xxxx 18,946.78 9.3200 119 299 10/1/06 No 300 per unit 9.2000
-------------------------------------------------------------------------
Control Subservicing (1)Servicing
Number Property_Name Fees Fees Subservicer
-------------------------------------------------------------------------
000 Xxxxx Xxxxx 0.0600 0.0750 LJ Melody
220 P & K-Olive 0.0400 0.0750 First Xxxxx
Xxxxxxx Xxxxxxxxxx
000 X&X-Xxxxxxxx 0.0400 0.0750 First Union
Shadows
280 Tiger Industrial 0.0400 0.0750 First Xxxxx
Xxxxx
000 Xxxxx 0.0000 0.0750 Key Corp
Inn-Portland
Xxxxxxx/X-000
000 Xxxxx Xxx-Xxxxx 0.0600 0.0750 Key Corp
Suites
303 Shilo Inn-Seaside 0.0600 0.0750 Key Corp
Xxxxxxxxxx Xxxxxx
000 Xxxxx Xxx-Xxxxxx 0.0000 0.0750 Key Corp
000 Xxxxxxxxxxx Xxxxx 0.0000 0.0750 First Union
326 The Branson Mall 0.0400 0.0750 First Union
325 CAP-Clubhouse 0.0400 0.0750 First Union
Apartments
324 CAP-Knollwood 0.0400 0.0750 First Union
Apartments
323 CAP-Maplewood 0.0400 0.0750 First Union
Apartments
322 CAP-Millbrook 0.0400 0.0750 First Union
Apartments
321 CAP-Oakwood 0.0400 0.0750 First Union
Apartments
000 XX Xxxxxxx Xxxx 0.0400 0.0750 First Union
-48-
------------------------------------------------------------------------------------------------------------------------------------
Control Original Cut-off Date
Number Property_Name Address City State Zip Code Balance Balance
------------------------------------------------------------------------------------------------------------------------------------
000 Xxxxxxx-Xxxxxx 00000 XX Xxxxxx Xxxx Xxxxxxxxx XX 00000 4,900,000 4,900,000.00
Inn - Beaverton
351 Xxxxxxx-Ramada 0000 XX 0xx Xxxxxx Xxxxxxxxx XX 00000 5,750,000 5,750,000.00
Inn - Corvallis
000 Xxxxxxx-Xxxxxx 0000 XX 00xx Xxxxxx Xxxxxxxx XX 00000 7,800,000 7,800,000.00
Inn - Portland
353 Ramada Inn - 0000 Xxxxx Xxxxxx Xxxxxxx XX 00000 7,850,000 7,850,000.00
Seattle
331 Holiday Inn 0000 Xxxxxx Xxxx Xxxxxxx XX 00000 2,600,000 2,600,000.00
Express
000 Xxxxxx Xxxxxxx - 0000 Xxxx Xxxx Xxxxxxxx XX 00000 2,500,000 2,500,000.00
Xxxx Xxxx
000 Xxxxxxxxx/Xxxxxxxxxx 6405 - 0000 Xxxxx Xxxx Xxxxxxxx XX 00000 1,520,000 1,518,664.41
Mobile Home Park
000 Xxxxxx Xxxxx Xxxx 0000 Xxxx Xxxxxx Xxxx Xxxxx XX 00000 3,500,000 3,500,000.00
000 Xxxxxxxxx Xxxxxxx 0000 Xxxxxx Xxxxxx Xxx Xxxxx XX 00000 2,650,000 2,648,509.73
Apartments
000 Xxxxxxx Xxxxx 0000-0000 Xxxx Xxxxxx Xxxxxx XX 00000 1,250,000 1,250,000.00
Shopping Center Road
291 Days Inn Six Flags 00 Xxxxx Xxxxxxx Xxxx Xxxxxxx XX 00000 1,800,000 1,797,705.42
000 Xxxxxx Xxxxx 0000 Xxxxxxx Xxxxxx XX 00000 2,000,000 2,000,000.00
Apartments
320 Clackamas Corner 00000 XX 00xx Xxx. Xxxxxxxx XX 00000 1,800,000 1,800,000.00
311 PETsMART 0000 Xxxxxxxxx Xxxxxxxx Xxxxxxxxx XX 00000 1,440,000 1,440,000.00
000 Xxxx Xxxxxxx 0000 Xxxx Xxxxxx Xxxx. Xxxxxx XX 00000 1,425,000 1,425,000.00
Apartments
------------------------------------------------------------------------------------------------------------------------------------
Control Monthly Gross Remaining Maturity Ground Underwriting Net
Number Property_Name Payment Rate Term Amort Date Lease Reserves Rate
------------------------------------------------------------------------------------------------------------------------------------
000 Xxxxxxx-Xxxxxx 46,155.46 9.6500 240 240 11/1/16 No 4% of gross rev. 9.5300
Inn - Beaverton
000 Xxxxxxx-Xxxxxx 53,324.77 9.6500 252 252 11/1/17 No 4% of gross rev. 9.5300
Inn - Corvallis
000 Xxxxxxx-Xxxxxx 73,471.96 9.6500 240 240 11/1/16 No 4% of gross rev. 9.5300
Inn - Portland
353 Ramada Inn - 70,632.00 9.4300 264 264 11/1/18 No 4% of gross rev. 9.3100
Seattle
331 Holiday Inn 25,297.63 10.1200 240 240 11/1/16 No 4% of gross rev. 10.0000
Express
000 Xxxxxx Xxxxxxx - 23,861.12 9.8400 180 240 11/1/11 No 4% of gross rev. 9.7200
Xxxx Road
338 Southgate/Meadowlark 12,849.59 9.0900 59 299 10/1/01 No 50 per pad 8.9700
Mobile Home Park
000 Xxxxxx Xxxxx Xxxx 29,347.91 8.9900 120 300 11/1/06 No 0.15 per sq. ft. 8.8700
312 Parkridge Village 21,056.10 8.8600 59 359 10/1/01 No 250 per unit 8.7200
Apartments
000 Xxxxxxx Xxxxx 10,610.05 9.1400 120 300 11/1/06 No 0.15 per sq. ft. 9.0200
Shopping Center
291 Days Inn Six Flags 17,669.58 10.2500 239 239 10/1/16 No 4% of gross rev. 10.1300
000 Xxxxxx Xxxxx 16,100.47 8.8400 120 336 11/1/06 No 250 per unit 8.7200
Apartments
320 Clackamas Corner 15,676.52 9.4600 120 300 11/1/06 No 0.15 per sq. ft. 9.3200
311 PETsMART 12,601.26 9.5200 120 300 11/1/06 No 0.15 per sq. ft. 9.4000
347 Park Springs 11,647.85 8.6800 120 300 11/1/06 No 250 per unit 8.5600
Apartments
-------------------------------------------------------------------------
Control Subservicing (1)Servicing
Number Property_Name Fees Fees Subservicer
-------------------------------------------------------------------------
000 Xxxxxxx-Xxxxxx 0.0400 0.0750 First Xxxxx
Xxx - Xxxxxxxxx
000 Xxxxxxx-Ramada 0.0400 0.0750 First Union
Inn - Corvallis
352 Xxxxxxx-Ramada 0.0400 0.0750 First Union
Inn - Portland
353 Ramada Inn - 0.0400 0.0750 First Union
Seattle
331 Holiday Inn 0.0400 0.0750 First Union
Express
316 Xxxxxx Xxxxxxx - 0.0400 0.0750 First Union
Xxxx Road
338 Southgate/Meadowlark 0.0400 0.0750 First Union
Mobile Home Park
000 Xxxxxx Xxxxx Xxxx 0.0000 0.0750 First Union
312 Parkridge Village 0.0600 0.0750 LJ Melody
Apartments
000 Xxxxxxx Xxxxx 0.0400 0.0750 First Union
Shopping Center
291 Days Inn Six Flags 0.0400 0.0750 First Union
346 Chapel Creek 0.0400 0.0750 First Union
Apartments
320 Clackamas Corner 0.0600 0.0750 Key Corp
311 PETsMART 0.0400 0.0750 First Union
347 Park Springs 0.0400 0.0750 First Union
Apartments
-49-
------------------------------------------------------------------------------------------------------------------------------------
Control Original Cut-off Date
Number Property_Name Address City State Zip Code Balance Balance
------------------------------------------------------------------------------------------------------------------------------------
357 Glenwood Village 12611 Xxxxxxxxxx Xxxxxxxxxxx XX 00000 2,000,000 2,000,000.00
S.C. Xxxxxxxxx
000 Xxxx Xxxxxx 0000 Xxxxxxxxx Xxxxxx Xxxxxxxx XX 00000 2,450,000 2,450,000.00
Apartments
334 Comfort Inn - 0000 Xxxx 00xx Xxxxxx Xxxxxx Xxxx XX 00000 3,161,000 3,161,000.00
Xxxxxx Xxxx
000 Xxxxxxxx 0000 Xxxxxxxx Xxx Xxxx XX 00000 2,500,000 2,500,000.00
Apartments
297 Rancho Niguel 00000 Xxxxxx Xxxxxx Xxxx Xxxxxx Xxxxxx XX 00000 3,739,000 3,739,000.00
Medical Building
289 Days Inn North 0000 Xxxxxx Xx. Xxxxxxxx XX 00000 1,720,000 1,720,000.00
Springs
296 Days Inn South 0000 Xxxxx Xxxxxx Xxxxx Xxxxxxxx XX 00000 2,300,000 2,300,000.00
Springs
359 Metro Office 000 Xxxx Xxxxx Xxxxxx Xxxx Xxxxx XX 00000 5,300,000 5,300,000.00
Building
309 Riverside 0000 Xxxxxxxxx Xxxxx Xxxxxx XX 00000 4,000,000 4,000,000.00
Shopping Center
348 Comfort Inn 0000 Xxx Xxxxx Xxxx Xxxxxxxx XX 00000 1,850,000 1,850,000.00
Columbia
349 Comfort Inn Sugar 0000 Xxxxx Xxxxxxx Xxxx Xxxxxxxxx XX 00000 2,200,000 2,200,000.00
Creek
000 Xxxxxxxxx Xxxxxxx 0000 Xxxxx Xxxxxxx Xxxx Xxxxxxxxx XX 00000 4,600,000 4,600,000.00
Plaza
000 Xxxx Xxxxx 0000 Xxxx Xxxx Xxxx Xxxxxx XX 00000 4,300,000 4,300,000.00
Shopping Center
345 Xxxxx - Best 0000 Xxxxxxxxxxxxx Xxxxx Xxxxxxx XX 00000 21,000,000 21,000,000.00
Western - Orlando
------------------------------------------------------------------------------------------------------------------------------------
Control Monthly Gross Remaining Maturity Ground Underwriting Net
Number Property_Name Payment Rate Term Amort Date Lease Reserves Rate
------------------------------------------------------------------------------------------------------------------------------------
000 Xxxxxxxx Xxxxxxx 16,688.16 8.9300 120 300 11/1/06 No 0.15 per sq. ft. 8.8100
S.C.
358 Casa Claire 19,872.12 9.0900 120 360 11/1/06 No 250 per unit 8.9500
Apartments
334 Comfort Inn - 31,219.79 10.3400 240 240 11/1/16 No 4% of gross rev. 10.2200
Xxxxxx Xxxx
000 Xxxxxxxx 20,706.68 8.8400 120 300 11/1/06 No 250 per unit 8.7000
Apartments
297 Rancho Niguel 30,935.28 9.1100 120 330 11/1/06 No 0.15 per sq. ft. 8.9700
Medical Building
289 Days Inn North 16,941.68 10.3000 240 240 11/1/16 No 4% of gross rev. 10.1800
296 Days Inn South 22,654.58 10.3000 240 240 11/1/16 No 4% of gross rev. 10.1800
359 Metro Office 44,804.51 9.0900 120 300 11/1/06 No 0.15 per sq. ft. 8.9500
Building
309 Riverside 40,976.18 9.1700 180 180 11/1/11 No 0.20 per sq. ft. 9.0300
Shopping Center
348 Comfort Inn 17,523.23 9.7300 240 240 11/1/16 No 4% of gross rev. 9.6100
Columbia
349 Comfort Inn Sugar 20,550.00 9.5300 240 240 11/1/16 No 4% of gross rev. 9.4100
Creek
333 Melbourne Village 37,126.30 8.7700 120 324 11/1/06 No 0.15 per sq. ft. 8.6300
Plaza
000 Xxxx Xxxxx 34,406.83 8.6700 120 324 11/1/06 No 0.20 per sq. ft. 8.5300
Shopping Center
345 Xxxxx - Best 195,462.07 9.8900 264 264 11/1/18 No 4% of gross rev. 9.7700
Western - Orlando
-------------------------------------------------------------------------
Control Subservicing (1)Servicing
Number Property_Name Fees Fees Subservicer
-------------------------------------------------------------------------
000 Xxxxxxxx Xxxxxxx 0.0400 0.0750 First Union
S.C.
358 Casa Claire 0.0600 0.0750 LJ Melody
Apartments
334 Comfort Inn - 0.0400 0.0750 First Union
Panama City
295 Westside 0.0600 0.0750 Key Corp
Apartments
297 Rancho Niguel 0.0600 0.0750 LJ Melody
Medical Building
289 Days Inn North 0.0400 0.0750 First Union
296 Days Inn South 0.0400 0.0750 First Union
359 Metro Office 0.0600 0.0750 Key Corp
Building
309 Riverside 0.0600 0.0750 LJ Melody
Shopping Center
348 Comfort Inn 0.0400 0.0750 First Union
Columbia
349 Comfort Inn Sugar 0.0400 0.0750 First Union
Creek
333 Melbourne Village 0.0600 0.0750 Key Corp
Plaza
000 Xxxx Xxxxx 0.0000 0.0000 Xxx Corp
Shopping Center
345 Xxxxx - Best 0.0400 0.0750 First Union
Western - Orlando
-50-
------------------------------------------------------------------------------------------------------------------------------------
Control Original Cut-off Date
Number Property_Name Address City State Zip Code Balance Balance
------------------------------------------------------------------------------------------------------------------------------------
342 Xxxxx - HoJo 0000 Xxxx Xxxxxxx Xxxxxxxxx XX 00000 5,110,000 5,110,000.00
Xxxx Xxxx - Xxxxxxxx Xxxxxxx
Xxxxxxxxx
000 Xxxxxxxx Xxxxxxx 15, 17 & 19 Xxxxxxx Xxx XXxxxxx XX 00000 1,370,000 1,370,000.00
Court
000 Xxxxxxxxx Xxxxxx 0000 Xxxxx Xxxxxxxx Xxx Xxxxx XX 00000 2,870,000 2,870,000.00
Parkway
330 911 North Buffalo 000 Xxxxx Xxxxxxx Xxxxx Xxx Xxxxx XX 00000 2,575,000 2,575,000.00
Drive
000 Xxxx Xxxxxx Xxxxx XXX Xxxx Xxxxxx Dr. & Xxxx Xxxxxx XX 00000 9,350,000 9,350,000.00
Town Ctr
336 Naugatuck 00 Xxxx Xxxxx Xxxxxxxxx XX 00000 3,211,000 3,211,000.00
Industrial
292 Multiflex VI 0000 Xxxxx, X.X. & 0000 Xxxxxxxxxxx XX 00000 2,215,000 2,215,000.00
Yale Blvd. S.E
------------------------------------------------------------------------------------------------------------------------------------
Control Monthly Gross Remaining Maturity Ground Underwriting Net
Number Property_Name Payment Rate Term Amort Date Lease Reserves Rate
------------------------------------------------------------------------------------------------------------------------------------
342 Xxxxx - HoJo 47,562.44 9.8900 264 264 11/1/18 No 4% of gross rev. 9.7700
Main Gate -
Kissimmee
000 Xxxxxxxx Xxxxxxx 10,748.45 8.7200 120 360 11/1/06 No 250 per unit 8.5800
000 Xxxxxxxxx Xxxxxx 23,523.15 9.0000 84 330 11/1/03 No 0.15 per sq. ft. 8.8600
330 911 North Buffalo 21,632.51 9.2900 120 330 11/1/06 No 0.15 per sq. ft. 9.1700
Drive
000 Xxxx Xxxxxx Xxxxx 73,756.92 8.7800 120 360 11/1/06 No 0.15 per sq. ft. 8.6600
336 Naugatuck 27,431.98 9.2200 120 300 11/1/06 No 0.15 per sq. ft. 9.1000
Industrial
292 Multiflex VI 20,820.59 9.6200 240 240 11/1/16 No 0.15 per sq. ft. 9.5000
-------------------------------------------------------------------------
Control Subservicing (1)Servicing
Number Property_Name Fees Fees Subservicer
-------------------------------------------------------------------------
342 Xxxxx - HoJo 0.0400 0.0750 First Union
Main Gate -
Kissimmee
000 Xxxxxxxx Xxxxxxx 0.0600 0.0750 Key Corp
000 Xxxxxxxxx Xxxxxx 0.0600 0.0750 LJ Melody
330 911 North Buffalo 0.0400 0.0750 First Xxxxx
Xxxxx
000 Xxxx Xxxxxx Xxxxx 0.0400 0.0750 First Union
336 Naugatuck 0.0400 0.0750 First Union
Industrial
292 Multiflex VI 0.0400 0.0750 First Union
-51-
EXHIBIT B
MORTGAGE FILE SCHEDULE
None.
-28-
EXHIBIT C
MORTGAGE PROPERTIES SUBJECT TO
SECONDARY LIENS
Xxxxxxx Xxxxx
Control No. Property
----------- --------
296 Days Inn South
000 Xxxx Xxxxxx Xxxxx
000 Xxxxxx - Xxxxxxx Xxx II Apartments
-29-
EXHIBIT D
LIST OF PRINCIPAL BORROWERS
WITH MULTIPLE MORTGAGE LOANS
-30-
XX
XXXXXXX XXXXX BORROWER CONCENTRATION
Control # Property Name Property Type Orig. Balance 11/1/96 Cutt-off Balance
000 XXX - Xxxxxxx Xx The Green Apts. Multifamily 3,450,000.00 3,444,409.56
203 JMA - Brookmore Hollow Apartments Multifamily 1,811,661.00 1,808,761.78
242 JMA - Woodcreek Village Apartments Multifamily 820,000.00 818,671.26
-----------------
6,071,842.60 0.53%
000 XXX-Xxxx Xxxxx Apartments Multifamily 3,326,100.00 3,315,902.31
215 INT-6200 Xxxxxxx Apartments Multifamily 10,000,000.00 9,969,340.40
218 INT-The Lodge Apartments Multifamily 4,553,500.00 4,539,539.15
-8-
224 INT-Regency Walk Apartments Multifamily 4,360,000.00 4,346,632.41
-----------------
22,171,414.27 1.95%
216 P&K-Glendale Shadows Multifamily 1,800,000.00 1,793,876.54
220 P & K-Olive Gardens Apartments Multifamily 1,850,000.00 1,843,706.44
-----------------
3,637,582.98 0.32%
000 XX - Xxxxxxxx Xxxxx Xxxxxxxxxx Xxxx Industrial 2,450,000.00 2,445,213.34
000 XX - Xxxxxxxx Xxxxxxx Xxxxxxxxxx Xxxx Industrial 1,600,000.00 1,596,807.73
-----------------
4,042,021.07 0.36%
234 0000 Xxxxxxxxxx Apartments Multifamily 2,990,000.00 2,982,058.38
000 XXX-Xxxxxxxxxx Xxxxx Apts. Multifamily 720,000.00 718,140.97
000 Xxxxxxxxxx House Multifamily 1,200,000.00 1,196,901.62
-----------------
4,897,100.98 0.43%
236 AB - Westgate @ Fairfield Office 4,163,000.00 4,142,239.42
200 AB - Sixty-Five Madison Avenue Office 3,691,000.00 3,672,470.28
-----------------
7,814,709.70 0.69%
243 K&S - North County Village Mobile Home Park 8,430,000.00 8,415,069.13
246 K&S - Pioneer Village MHP Mobile Home Park 1,870,000.00 1,866,925.42
-----------------
10,281,994.55 0.90%
-9-
244 SHL - San Antonio Station Apts. Multifamily 3,030,000.00 3,024,633.39
245 SHL - Village Green Apartments Multifamily 4,900,000.00 4,891,321.32
-----------------
7,915,954.71 0.70%
000 Xxxxxxxx-Xxxxxxxxxxx Xxxxxxxxxx Multifamily 1,450,000.00 1,444,802.61
000 Xxxxxxxx-Xxxxxxxxxx Xxxxx Apartments Multifamily 4,350,000.00 4,334,407.84
-----------------
5,779,210.45 0.51%
000 Xxxxxx-Xxxxxxx Xxx II Multifamily 4,522,000.00 4,516,387.83
264 Oxford-Hunters Chase Multifamily 9,081,000.00 9,069,729.74
000 Xxxxxx-Xxxxxxx Xxx Multifamily 9,259,000.00 9,247,508.82
000 Xxxxxx-Xxxxxx Club Multifamily 10,120,000.00 10,107,440.25
000 Xxxxxx-Xxxx at Multifamily 11,070,000.00 11,056,261.22
-----------------
43,997,327.86 3.87%
272 KFS-Sunset Trails Multifamily 1,700,000.00 1,698,147.46
000 XXX-Xxxxxx Xxxxxxx Multifamily 2,442,400.00 2,439,448.54
274 KFS-Sunset Pointe Multifamily 3,000,000.00 2,996,374.72
000 XXX-Xxxxxxxx Xxxxx Multifamily 11,468,600.00 11,454,741.05
-----------------
18,588,711.78 1.63%
276 KFS-Sunset Village Multifamily 5,650,000.00 5,643,172.40
-10-
275 KFS-Citrus Sunset Multifamily 3,660,000.00 3,655,577.16
278 KFS-Sunset Apartment Multifamily 14,039,000.00 14,022,034.92
-----------------
23,320,784.48 2.05%
299 Shilo Inn-Salem Hospitality 5,470,000.00 5,462,336.30
300 Shilo Inn-Tacoma Hospitality 6,770,000.00 6,760,514.94
303 Shilo Inn-Seaside Hospitality 9,510,000.00 9,496,676.08
307 Shilo Inn-Portland Hospitality 14,750,000.00 14,729,334.62
-----------------
36,448,861.94 3.20%
321 Cap-Oakwood Multifamily 257,300.00 257,059.12
322 Cap-Millbrook Multifamily 436,000.00 435,592.13
323 Cap-Maplewood Multifamily 1,272,200.00 1,271,010.83
324 Cap-Knollwood Multifamily 3,828,000.00 3,824,422.80
325 Cap-Clubhouse Multifamily 1,571,500.00 1,570,031.59
-----------------
7,358,116.47 0.65%
000 Xxxxxxx-Xxxxxx Xxx-Xxxxxxxxx Hospitality 4,900,000.00 4,900,000.00
000 Xxxxxxx-Xxxxxx Xxx-xxxxxxxxx Hospitality 5,750,000.00 5,750,000.00
000 Xxxxxxx-Xxxxxx Inn-Portland Hospitality 7,800,000.00 7,800,000.00
000 Xxxxxxx-Xxxxxx Inn-Seattle Hospitality 7,850,000.00 7,850,000.00
-----------------
26,300,000.00 2.31%
342 Hojo-Kissimmee Hospitality 5,110,000.00 5,110,000.00
-11-
345 Best Western orlando Hospitality 21,000,000.00 21,000,000.00
-----------------
26,110,000.00 2.29%
205 Capital Tech Center Office 1,253,800.00 1,247,389.50
000 Xxxxxxx Xxxxxxxx Xxxx Office 1,670,000.00 1,667,263.19
000 Xxxxx Xxxx Xxxxxxxx Xxxx Industrial 1,771,400.00 1,761,866.69
000 Xxxxxx Xxxxx Xxxxxx 896,000.00 893,751.32
-----------------
5,570,270.70 0.49%
000 XX-Xxxxxxx Xxxx Multifamily/retail 2,200,000.00 2,198,139.89
000 XX-Xxxxxxxxxxx Xxxxx Multifamily/Retail 7,000,000.00 6,996,152.45
-----------------
9,194,292.34 0.81%
000 Xxxxxxx Xxx-Xxxxxxxx Hospitality 1,850,000.00 1,850,000.00
349 Comfort Inn-Sugar Hospitality 2,200,000.00 2,200,000.00
-----------------
4,050,000.00 0.36%
000 Xxxxxx-Xxxxxxxxx Xxxxxxxx Xxxxxxxx
Xxxxxx 4,600,000.00 4,600,000.00
000 Xxxxxx-Xxxx Xxxxx Xxxxx Xxxxxxxx Shopping
Center 4,300,000.00 4,300,000.00
Total Pool Balance $1,138,308,859.76
================================================================================================================================
-12-
