Foreclosure Property. Notwithstanding any other provision of this Agreement, the Servicer, shall not rent, lease, or otherwise earn income on behalf of the REMIC with respect to any REO which might cause such REO to fail to qualify as "foreclosure" property within the meaning of section 860G(a)(8) of the Code (e.g., rent based upon the earnings of the lessee) or result in the receipt by the REMIC of any "income from non-permitted assets" within the meaning of section 860F(a)(2) of the Code (e.g., income attributable to any asset which is not a qualified mortgage, a cash flow or reserve fund investment, or personal property not incidental to the REO) or any "net income from foreclosure property" which is subject to tax under the REMIC Provisions unless the Master Servicer has received an Opinion of Counsel (at the Servicer's expense) to the effect that, under the REMIC Provisions and (where appropriate, any relevant proposed legislation) any income generated for the REMIC by the REO would not result in the imposition of a tax upon the REMIC. In general, the purpose of this Section 3.2 and the REMIC Provisions (which this section is intended to implement) is to ensure that the income earned by the REMIC is passive type income such as interest on mortgages and passive type rental income on real property.
Foreclosure Property. Seller is not selling any Mortgage Loan as part of a plan to transfer the underlying Mortgaged Property to Purchaser, and Seller does not know or, to Seller's knowledge, have reason to know that any Mortgage Loan will default. The representations in this paragraph 48 are made solely for the purpose of determining whether the Mortgaged Property, if acquired by the Trust, would qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code, and may not be relied upon or used for any other purpose. Such representations shall not be construed as a guarantee to any degree that defaults or losses will not occur.
Foreclosure Property. Seller is not selling any Mortgage Loan as part of a plan to transfer the underlying Mortgaged Property to Purchaser, and Seller does not know or, to Seller's knowledge, have reason to know that any Mortgage Loan will default. The representations in this paragraph 43 are being made solely for the purpose of determining whether the Mortgaged Property, if acquired by the Trust, would qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code, and may not be relied upon or used for any other purpose. Such representations shall not be construed as a guarantee to any degree that defaults or losses will not occur. Schedule A Exceptions to Representations and Warranties Principal Commercial Funding, LLC Schedule B Schedule C List of Mortgage Loans Subject to Secured Creditor Impaired Property Policies EXHIBIT 3 PRICING FORMULATION Principal: _________________ EXHIBIT 4 BILL OF SALE
Foreclosure Property. The Partnership will not acquire any real property by foreclosure, deed in lieu of foreclosure, or otherwise as a result of a default with respect to a lease of property or a default on indebtedness that such property secures.
Foreclosure Property. Seller is not selling any Mortgage Loan as part of a plan to transfer the underlying Mortgaged Property to Purchaser, and Seller does not know or, to Seller's knowledge, have reason to know that any Mortgage Loan will default. The representations in this paragraph 43 are being made solely for the purpose of determining whether the Mortgaged Property, if acquired by the Trust, would qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code, and may not be relied upon or used for any other purpose. Such representations shall not be construed as a guarantee to any degree that defaults or losses will not occur. EXHIBIT 3 PRICING FORMULATION MSCI 2006-TOP21 -------------------------------------------------------------------------------- ALLOCATION OF PROCEEDS Total Bond Proceeds $1,415,874,674 Less Expenses ($4,916,803) Net Proceeds $1,410,957,870 1,410,957,870 Less Purchase Price of BS Loans Discounted Value of BS Loans $ 644,724,553 Allocable Expense Amount for BS Loans ($1,744,890) -------------- Purchase Price of BS Loans $ 642,979,664 ($642,979,664) Less Purchase Price of WF Loans Discounted Value of WF Loans $ 271,761,223 Allocable Expense Amount for WF Loans ($1,182,585) -------------- Purchase Price of WF Loans $ 270,578,638 ($270,578,638) Less Purchase Price of PCF Loans Discounted Value of PCF Loans $ 163,354,946 Allocable Expense Amount for PCF Loans ($671,002) -------------- Purchase Price of PCF Loans $ 162,683,944 ($162,683,944) Less Purchase Price of MS Loans Discounted Value of MS Loans $ 337,608,789 Allocable Expense Amount for MS Loans ($1,318,327) -------------- Purchase Price of MS Loans $ 336,290,462 ($336,290,462) Remaining Proceeds ($1,574,837) BS Share of Remaining Proceeds ($716,331) WF Share of Remaining Proceeds ($301,930) PCF Share of Remaining Proceeds ($181,489) MS Share of Remaining Proceeds ($375,087) Total Proceeds Allocated to BS $ 642,263,332 Total Proceeds Allocated to WF $ 270,276,708 Total Proceeds Allocated to PCF $ 162,502,455 Total Proceeds Allocated to MS $ 335,915,375 EXHIBIT 4 BILL OF SALE
Foreclosure Property. Seller is not selling any Mortgage Loan as part of a plan to transfer the underlying Mortgaged Property to Purchaser, and Seller does not know or, to Seller's knowledge, have reason to know that any Mortgage Loan will default. The representations in this paragraph 43 are being made solely for the purpose of determining whether the Mortgaged Property, if acquired by the Trust, would qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code, and may not be relied upon or used for any other purpose. Such representations shall not be construed as a guarantee to any degree that defaults or losses will not occur. SCHEDULE A Exceptions to Representations and Warranties 2006-TOP25 - Mxxxxx Sxxxxxx Mortgage Capital Inc. Schedule A: Representation Exceptions
Foreclosure Property. Seller is not selling any Mortgage Loan as part of a plan to transfer the underlying Mortgaged Property to Purchaser, and Seller does not know or, to Seller's knowledge, have reason to know that any Mortgage Loan will default. The representations in this paragraph 43 are being made solely for the purpose of determining whether the Mortgaged Property, if acquired by the Trust, would qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code, and may not be relied upon or used for any other purpose. Such representations shall not be construed as a guarantee to any degree that defaults or losses will not occur. Schedule A Exceptions to Representations and Warranties Principal Commercial Funding II, LLC INDIVIDUAL MORTGAGE LOANS PRINCIPAL COMMERCIAL FUNDING II - TOP 25 REP XX. 00 - XXXXXXXXXXXXX XXXXXXXXXX XXXX XX. 000000 - 2701 UNIVERSITY AVENUE NORTHEAST EXPLANATION - A Phase II subsurface investigation was recommended by the environmental consultant to determine whether five underground storage tanks containing oil that were installed between 1947 and 1973 still exist and determine whether they have caused any contamination. The borrower did not perform the Phase II investigation. The borrower is personally liable for $1 million of the loan. LOAN XX. 000000 - XXXXXXX XXXXXXXX XXXX I & II EXPLANATION - The Property is located over part of the former Ampco Metals Site. The Borrower acquired the property in March of 2004 and has had a remedial action plan approved by the Wisconsin Department of Natural Resources ("WDNR") to address the various environmental issues that were present. The remedial action plan contained three stages. The Borrower has completed stages one and two. Stage three is underway and includes soil vapor extraction on specific areas of the property as well as groundwater monitoring amongst other items. Upon completion, the WDNR will issue a Certificate of Completion, which is the State of Wisconsin's version of a No Further Action Letter. As of October 2006, the estimated cost to complete stage 3 is $125,000. REP NO. 14 - INSURANCE LOAN XX. 000000 - XXXXXXX XXXXXXX RETAIL SHOPPING CENTER EXPLANATION - The certificate indicates a 90% coinsurance clause. The policy is written on a replacement cost basis and the building coverage amount provided exceeds Lender's internal replacement cost determination LOAN NO. 755396 - 1750 BOSTON POST ROAD EXPLANATION - The insurance carrier will not list Lender as Loss Payee for t...
Foreclosure Property. Seller is not selling any Mortgage Loan as part of a plan to transfer the underlying Mortgaged Property to Purchaser, and Seller does not know or, to Seller's knowledge, have reason to know that any Mortgage Loan will default. The representations in this paragraph 43 are being made solely for the purpose of determining whether the Mortgaged Property, if acquired by the Trust, would qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code, and may not be relied upon or used for any other purpose. Such representations shall not be construed as a guarantee to any degree that defaults or losses will not occur. Schedule A Exceptions to Representations and Warranties Schedule B List of Mortgagors that are Third-Party Beneficiaries Under Section 5.2 Schedule C List of Mortgage Loans Subject to Secured Creditor Impaired Property Policies EXHIBIT 3 PRICING FORMULATION Morgan Stanley: _______________ EXHIBIT 4 BILL OF SALE
Foreclosure Property. The Company will not acquire any real property by foreclosure, deed in lieu of foreclosure or a default on indebtedness that such property secures.
Foreclosure Property. Seller is not selling any Mortgage Loan as part of a plan to transfer the underlying Mortgaged Property to Purchaser, and Seller does not know or, to Seller's knowledge, have reason to know that any Mortgage Loan will default. The representations in this paragraph 43 are being made solely for the purpose of determining whether the Mortgaged Property, if acquired by the Trust, would qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code, and may not be relied upon or used for any other purpose. Such representations shall not be construed as a guarantee to any degree that defaults or losses will not occur. SCHEDULE A Exceptions to Representations for Nomura Loans Representation # (2) ------------------------------------------------------------------------------------------------------------------ LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION ------------------------------------------------------------------------------------------------------------------ High Pointe Tower The property also secures a $6,150,000 B note that is subject to a subordination and/or standstill agreement. ------------------------------------------------------------------------------------------------------------------ Xxxxxxx Crossing The property also secures a $1,000,000 B note that is subject to a subordination and/or standstill agreement. ------------------------------------------------------------------------------------------------------------------ The Pier at Caesars The property also secures a $34,000,000 B1 note and $20,500,000 B2 note that are subject to a subordination and/or standstill agreement. B1 Note may spring to pari passu to the A Note if the subject property supports a 1.15x DSCR, on the combined A Note and B1 Note balance, based on a 30 year amortization basis based on operations for the trailing 12 months. ------------------------------------------------------------------------------------------------------------------ Tower 17 The property also secures a $10,000,000 B1 note, $10,000,000 B2 Note and $20,450,000 B3 note that are subject to a subordination and/or standstill agreement. The B1 Note may spring to pari passu to the A Note if the subject property supports a 1.15x DSCR, on the combined A Note and B1 Note balance, based on a 30 year amortization basis based on operations for the trailing 12 months. ------------------------------------------------------------------------------------------------------------------ Westminst...
