Exhibit 4.2
EXECUTION COPY
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
(Depositor)
and
COLUMN FINANCIAL, INC.
(Seller)
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MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of May 18, 2005
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TABLE OF CONTENTS
Page
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Section 1. Transactions on or Prior to the Closing Date.....................................1
Section 2. Closing Date Actions.............................................................1
Section 3. Conveyance of Mortgage Loans.....................................................2
Section 4. Depositor's Conditions to Closing................................................8
Section 5. Seller's Conditions to Closing...................................................9
Section 6. Representations and Warranties of Seller........................................10
Section 7. Obligations of Seller...........................................................13
Section 8. Crossed Mortgage Loans..........................................................16
Section 9. Rating Agency Fees; Costs and Expenses Associated with a Defeasance.............17
Section 10. Representations and Warranties of Depositor.....................................17
Section 11. Survival of Certain Representations, Warranties and Covenants...................18
Section 12. Transaction Expenses............................................................18
Section 13. Recording Costs and Expenses....................................................18
Section 14. Notices.........................................................................19
Section 15. Examination of Mortgage Files...................................................19
Section 16. Successors......................................................................19
Section 17. Governing Law...................................................................19
Section 18. Severability....................................................................20
Section 19. Further Assurances..............................................................20
Section 20. Counterparts....................................................................20
Section 21. Treatment as Security Agreement.................................................20
Section 22. Recordation of Agreement........................................................21
Schedule I Schedule of Transaction Terms
Schedule II Mortgage Loan Schedule
Schedule III Mortgage Loans Constituting Mortgage Groups
Schedule IV Mortgage Loans with Lost Notes
Schedule V Exceptions to Seller's Representations and Warranties
Exhibit A Representations and Warranties Regarding the Mortgage Loans
Exhibit B Form of Lost Note Affidavit
MORTGAGE LOAN PURCHASE AGREEMENT
This
Mortgage Loan Purchase Agreement (this "AGREEMENT"), dated as of
May 18, 2005, is made by and between COLUMN FINANCIAL, INC., a Delaware
corporation ("SELLER"), and CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES
CORP., a Delaware corporation ("DEPOSITOR").
RECITALS
I. Capitalized terms used herein without definition have the
meanings ascribed to them in the Schedule of Transaction Terms attached hereto
as SCHEDULE I, which is incorporated herein by this reference, or, if not
defined therein, in the Pooling and Servicing Agreement specified on such
Schedule of Transaction Terms.
II. On the Closing Date, and on the terms set forth herein, Seller
has agreed to sell to Depositor and Depositor has agreed to purchase from Seller
the mortgage loans identified on the schedule (the "MORTGAGE LOAN SCHEDULE")
annexed hereto as SCHEDULE II (each such mortgage loan, a "MORTGAGE LOAN" and,
collectively, the "MORTGAGE LOANS"). Depositor intends to deposit the Mortgage
Loans and other assets into a trust fund (the "TRUST FUND") created pursuant to
the Pooling and Servicing Agreement and to cause the issuance of the
Certificates.
AGREEMENT
NOW, THEREFORE, on the terms and conditions set forth below and for
good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, Depositor and Seller agree as follows:
Section 1. TRANSACTIONS ON OR PRIOR TO THE CLOSING DATE. On or
prior to the Closing Date, Seller shall have delivered the Mortgage Files with
respect to each of the Mortgage Loans listed in the Mortgage Loan Schedule to
Xxxxx Fargo Bank, N.A. as trustee (the "TRUSTEE") or its designee, against
receipt by Seller of a written receipt, pursuant to an arrangement between
Seller and the Trustee; PROVIDED, HOWEVER, that ITEM (xvi) in the definition of
Mortgage File (below) shall be delivered to the applicable Master Servicer for
inclusion in the Servicer File (defined below) with a copy delivered to the
Trustee for inclusion in the Mortgage File; and PROVIDED, FURTHER, that Seller
shall pay (or cause the related Borrower to pay) any costs of the assignment or
amendment of each letter of credit described under said ITEM (xvi) required in
order for the Trustee to draw on such letter of credit pursuant to the terms of
the Pooling and Servicing Agreement and shall deliver the related assignment or
amendment documents within thirty (30) days after the Closing Date. In addition,
prior to such assignment or amendment of a letter of credit, Seller will take
all necessary steps to enable the applicable Master Servicer to draw on the
related letter of credit on behalf of the Trustee pursuant to the terms of the
Pooling and Servicing Agreement, including, if necessary, drawing on the letter
of credit in its own name pursuant to written instructions to draw from the
applicable Master Servicer and upon receipt, immediately remitting the proceeds
of such draw (or causing such proceeds to be remitted) to the applicable Master
Servicer.
Section 2. CLOSING DATE ACTIONS. The sale of the Mortgage Loans
shall take place on the Closing Date, subject to and simultaneously with the
deposit of the Mortgage Loans
into the Trust Fund, the issuance of the Certificates and the sale of (a) the
Publicly Offered Certificates by Depositor to the Underwriters pursuant to the
Underwriting Agreement and (b) the Private Certificates by Depositor to the
Initial Purchaser pursuant to the Certificate Purchase Agreement. The closing
(the "CLOSING") shall take place at the offices of Sidley Xxxxxx Xxxxx & Xxxx
LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other location as
agreed upon between the parties hereto. On the Closing Date, the following
actions shall take place in sequential order on the terms set forth herein:
(i) Seller shall sell to Depositor, and Depositor shall purchase
from Seller, the Mortgage Loans pursuant to this Agreement for the Mortgage
Loan Purchase Price payable in accordance with instructions previously
provided to Depositor by Seller. The Mortgage Loan Purchase Price shall be
paid by Depositor to Seller or at its direction by wire transfer in
immediately available funds to an account designated by Seller on or prior
to the Closing Date. The "MORTGAGE LOAN PURCHASE PRICE" shall be the price
mutually agreed upon as such in writing between Depositor and Seller.
(ii) Pursuant to the terms of the Pooling and Servicing Agreement,
Depositor shall sell all of its right, title and interest in and to the
Mortgage Loans to the Trustee for the benefit of the Holders of the
Certificates.
(iii) Depositor shall sell to the Underwriters, and the Underwriters
shall purchase from Depositor, the Publicly Offered Certificates pursuant
to the Underwriting Agreement, and Depositor shall sell to the Initial
Purchaser, and the Initial Purchaser shall purchase from Depositor, the
Private Certificates pursuant to the Certificate Purchase Agreement.
(iv) The Underwriters will offer the Publicly Offered Certificates
for sale to the public pursuant to the Prospectus and the Prospectus
Supplement and the Initial Purchaser will privately place certain classes
of the Private Certificates pursuant to the Offering Circular.
Section 3. CONVEYANCE OF MORTGAGE LOANS. On the Closing Date,
Seller shall sell, convey, assign and transfer, subject to any related servicing
rights of any applicable Master Servicer under, and/or any applicable Primary
Servicer contemplated by, the Pooling and Servicing Agreement, without recourse
except as provided herein, to Depositor, free and clear of any liens, claims or
other encumbrances, all of Seller's right, title and interest in, to and under:
(i) each of the Mortgage Loans identified on the Mortgage Loan Schedule and (ii)
all property of Seller described in SECTION 21(b) of this Agreement, including,
without limitation, (A) all scheduled payments of interest and principal due on
or with respect to the Mortgage Loans after the Cut-off Date and (B) all other
payments of interest, principal or prepayment premiums received on or with
respect to the Mortgage Loans after the Cut-off Date, other than any such
payments of interest or principal or prepayment premiums that were due on or
prior to the Cut-off Date. The Mortgage File for each Mortgage Loan shall
contain the following documents on a collective basis:
(i) the original Note (or with respect to those Mortgage Loans
listed in SCHEDULE IV hereto, a "lost note affidavit" substantially in the
form of EXHIBIT B hereto
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and a true and complete copy of the Note), bearing, or accompanied by, all
prior and intervening endorsements or assignments showing a complete chain
of endorsement or assignment from the Mortgage Loan Originator either in
blank or to Seller, and further endorsed (at the direction of Depositor
given pursuant to this Agreement) by Seller, on its face or by allonge
attached thereto, without recourse, either in blank or to the order of the
Trustee in the following form: "Pay to the order of Xxxxx Fargo Bank, N.A.,
as trustee for the registered Holders of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2005-C2, without recourse, representation or warranty, express or
implied";
(ii) a duplicate original Mortgage or a counterpart thereof or, if
such Mortgage has been returned by the related recording office, (A) an
original, (B) a certified copy or (C) a copy thereof from the applicable
recording office, and originals or counterparts (or originals, certified
copies or copies from the applicable recording office) of any intervening
assignments thereof from the Mortgage Loan Originator to Seller, in each
case in the form submitted for recording or, if recorded, with evidence of
recording indicated thereon;
(iii) an original assignment of the Mortgage, in recordable form
(except for any missing recording information and, if applicable,
completion of the name of the assignee), from Seller (or the Mortgage Loan
Originator) either in blank or to "Xxxxx Fargo Bank, N.A., as trustee for
the registered Holders of Credit Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-C2";
(iv) an original, counterpart or copy of any related Assignment of
Leases (if such item is a document separate from the Mortgage), and the
originals, counterparts or copies of any intervening assignments thereof
from the Mortgage Loan Originator of the Loan to Seller, in each case in
the form submitted for recording or, if recorded, with evidence of
recording thereon;
(v) an original assignment of any related Assignment of Leases (if
such item is a document separate from the Mortgage), in recordable form
(except for any missing recording information and, if applicable,
completion of the name of the assignee), from Seller (or the Mortgage Loan
Originator), either in blank or to "Xxxxx Fargo Bank, N.A., as trustee for
the registered Holders of Credit Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-C2";
(vi) an original or true and complete copy of any related Security
Agreement (if such item is a document separate from the Mortgage), and the
originals or copies of any intervening assignments thereof from the
Mortgage Loan Originator to Seller;
(vii) an original assignment of any related Security Agreement (if
such item is a document separate from the Mortgage), from Seller (or the
Mortgage Loan Originator) either in blank or to "Xxxxx Fargo Bank, N.A., as
trustee for the registered Holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2005-C2," which assignment may be included as part of an
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omnibus assignment covering other documents relating to the Mortgage Loan
(PROVIDED that such omnibus assignment is effective under applicable law);
(viii) originals or copies of all (A) assumption agreements, (B)
modifications, (C) written assurance agreements and (D) substitution
agreements, together with any evidence of recording thereon or in the form
submitted for recording, in those instances where the terms or provisions
of the Mortgage, Note or any related security document have been modified
or the Mortgage Loan has been assumed;
(ix) the original lender's title insurance policy or a copy thereof
(together with all endorsements or riders that were issued with or
subsequent to the issuance of such policy), or if the policy has not yet
been issued, the original or a copy of a binding written commitment (which
may be a pro forma or specimen title insurance policy which has been
accepted or approved in writing by the related title insurance company) or
interim binder that is marked as binding and countersigned by the title
company, insuring the priority of the Mortgage as a first lien on the
related Mortgaged Property, relating to such Mortgage Loan;
(x) the original or a counterpart of any guaranty of the
obligations of the Borrower under the Mortgage Loan;
(xi) UCC acknowledgement, certified or other copies of all UCC
Financing Statements and continuation statements which show the filing or
recording thereof (including the filing number or other similar filing
information) or, alternatively, other evidence of filing or recording
(including the filing number or other similar filing information)
acceptable to the Trustee (including, without limitation, evidence of such
filed or recorded UCC Financing Statement as shown on a written UCC search
report from a reputable search firm, such as Corporation Service Company,
CT Corporation System and the like or printouts of on-line confirmations
from such UCC filing or recording offices or authorized agents thereof),
sufficient to perfect (and maintain the perfection of) the security
interest held by the Mortgage Loan Originator (and each assignee of record
prior to the Trustee) in and to the personalty of the Borrower at the
Mortgaged Property, and original UCC Financing Statement assignments, in a
form suitable for filing or recording, sufficient to assign each such UCC
Financing Statement to the Trustee;
(xii) the original or copy of the power of attorney (with evidence
of recording thereon) granted by the Borrower if the Mortgage, Note or
other document or instrument referred to above was not signed by the
Borrower;
(xiii) with respect to any debt of a Borrower or mezzanine borrower
permitted under the related Mortgage Loan, an original or copy of a
subordination agreement, standstill agreement or other intercreditor,
co-lender or similar agreement relating to such other debt, if any,
including any mezzanine loan documents or preferred equity documents, and a
copy of the promissory note relating to such other debt (if such other debt
is also secured by the related Mortgage);
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(xiv) with respect to any Cash Collateral Accounts and Lock-Box
Accounts, an original or copy of any related account control agreement and
a copy of the UCC Financing Statements, if any, submitted for filing with
respect to Seller's security interest in the Cash Collateral Accounts and
Lock-Box Accounts and all funds contained therein (together with UCC
Financing Statement assignments in a form suitable for filing or recording,
sufficient to transfer such security interest to the Trustee on behalf of
the Certificateholders);
(xv) an original or copy of any related Loan Agreement (if separate
from the related Mortgage), and an original or copy of any related Lock-Box
Agreement or Cash Collateral Account Agreement (if separate from the
related Mortgage and Loan Agreement);
(xvi) the originals and copies of letters of credit, if any,
relating to the Mortgage Loans and amendments thereto which entitles the
Trust to draw thereon; PROVIDED that in connection with the delivery of the
Mortgage File to the Trust, such originals shall be delivered to the
applicable Master Servicer and copies thereof shall be delivered to the
Trustee;
(xvii) any related environmental insurance policy and any
environmental guarantee or indemnity agreement or copies thereof;
(xviii) the original or a copy of the ground lease, ground lease
memorandum and ground lease estoppels, if any, and any amendments,
modifications or extensions thereto, if any, or certified copies thereof;
(xix) the original or copy of any property management agreement;
(xx) copies of franchise agreements and franchisor comfort
letters, if any, for hospitality properties and any applicable
transfer/assignment documents; and
(xxi) a checklist of the documents included in the subject Mortgage
File.
Notwithstanding the foregoing, in the event that, in connection with
any Mortgage Loan, Seller cannot deliver, or cause to be delivered, an original,
counterpart or certified copy, as applicable, of any of the documents and/or
instruments required to be delivered pursuant to CLAUSES (ii), (iv), (viii),
(xi) (other than assignments of UCC Financing Statements to be recorded or filed
in accordance with the transfer contemplated by this Agreement) and (xii) of the
last sentence of the first paragraph of this SECTION 3, with evidence of
recording or filing thereon on the Closing Date, solely because of a delay
caused by the public recording or filing office where such document or
instrument has been delivered for recordation or filing, Seller: (i) shall
deliver, or cause to be delivered, to the Trustee or its designee a duplicate
original or true copy of such document or instrument certified by the applicable
public recording or filing office, the applicable title insurance company or
Seller to be a true and complete duplicate original or copy of the original
thereof submitted for recording or filing; and (ii) shall deliver, or cause to
be delivered, to the Trustee or its designee either the original of such
non-delivered document or instrument, or a photocopy thereof (certified by the
appropriate public recording or filing office to be a true and complete copy of
the original thereof submitted for recording or filing), with
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evidence of recording or filing thereon, within 120 days after the Closing Date,
which period may be extended up to two times, in each case for an additional
period of 45 days (PROVIDED that Seller, as certified in writing to the Trustee
prior to each such 45 day extension, is in good faith attempting to obtain from
the appropriate recording or filing office such original or photocopy).
Compliance with this paragraph will satisfy Seller's delivery requirements under
this SECTION 3 with respect to the subject document(s) and instrument(s).
Notwithstanding the foregoing, in the event that, in connection with
any Mortgage Loan, Seller cannot deliver, or cause to be delivered, an original,
counterpart or certified copy, as applicable, of any of the documents and/or
instruments required to be delivered pursuant to CLAUSES (ii), (iv), (viii),
(xi) (other than assignments of UCC Financing Statements to be recorded or filed
in accordance with the transfer contemplated by this Agreement) and (xii) of the
last sentence of the first paragraph of this SECTION 3, with evidence of
recording or filing thereon for any other reason, including without limitation,
that such non-delivered document or instrument has been lost, the delivery
requirements of this Agreement shall be deemed to have been satisfied and such
non-delivered document or instrument shall be deemed to have been included in
the related Mortgage File if a photocopy of such non-delivered document or
instrument (with evidence of recording or filing thereon and certified by the
appropriate recording or filing office to be a true and complete copy of the
original thereof as filed or recorded) is delivered to the Trustee or its
designee on or before the Closing Date.
Notwithstanding the foregoing, in the event that Seller cannot deliver
any UCC Financing Statement assignment with the filing or recording information
of the related UCC Financing Statement with respect to any Mortgage Loan, solely
because such UCC Financing Statement has not been returned by the public filing
or recording office where such UCC Financing Statement has been delivered for
filing or recording, Seller shall so notify the Trustee or its designee and
shall not be in breach of its obligations with respect to such delivery,
PROVIDED that Seller promptly forwards such UCC Financing Statement to the
Trustee or its designee upon its return, together with the related original UCC
Financing Statement assignment in a form appropriate for filing or recording.
Notwithstanding the foregoing, Seller may, at its sole cost and
expense, but is not obligated to, engage a third-party contractor to prepare or
complete in proper form for filing or recording any and all assignments of
Mortgage, assignments of Assignments of Leases and assignments of UCC Financing
Statements to the Trustee to be delivered pursuant to CLAUSES (iii), (v) and
(xi) of the last sentence of the first paragraph of this SECTION 3
(collectively, the "ASSIGNMENTS"), to submit those Assignments for filing and
recording, as the case may be, in the applicable public filing and recording
offices and to deliver those Assignments to the Trustee or its designee as those
Assignments (or certified copies thereof) are received from the applicable
filing and recording offices with evidence of such filing or recording indicated
thereon. However, in the event Seller engages a third-party contractor as
contemplated in the immediately preceding sentence, the rights, duties and
obligations of Seller pursuant to this Agreement remain binding on Seller; and,
if Seller does not engage a third party as contemplated by the immediately
preceding sentence, then Seller will still be liable for recording and filing
fees and expenses of the Assignments as and to the extent contemplated by
SECTION 13 hereof.
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Within ten (10) Business Days after the Closing Date, Seller shall
deliver the Servicer Files with respect to each of the Mortgage Loans to the
applicable Master Servicer (or, if applicable, to a Sub-Servicer (with a copy to
the applicable Master Servicer) at the direction of the applicable Master
Servicer), under the Pooling and Servicing Agreement on behalf of the Trustee in
trust for the benefit of the Certificateholders. Each such Servicer File shall
contain all documents and records in Seller's possession relating to such
applicable Mortgage Loans (including reserve and escrow agreements, cash
management agreements, lockbox agreements, financial statements, operating
statements and any other information provided by the respective Borrower from
time to time, but excluding any documents and other writings not enumerated in
this parenthetical that have been prepared by Seller or any of its Affiliates
solely for internal credit analysis or other internal uses or any
attorney-client privileged communication) that are not required to be a part of
a Mortgage File in accordance with the definition thereof, together with copies
of all instruments and documents which are required to be a part of the related
Mortgage File in accordance with the definition thereof.
For purposes of this SECTION 3, and notwithstanding any contrary
provision hereof or of the definition of "Mortgage File," if there exists with
respect to any group of Crossed Mortgage Loans only one original or certified
copy of any document or instrument described in the definition of "Mortgage
File" which pertains to all of the Crossed Mortgage Loans in such group of
Crossed Mortgage Loans, the inclusion of the original or certified copy of such
document or instrument in the Mortgage File for any of such Crossed Mortgage
Loans and the inclusion of a copy of such original or certified copy in each of
the Mortgage Files for the other Crossed Mortgage Loans in such group of Crossed
Mortgage Loans, shall be deemed the inclusion of such original or certified
copy, as the case may be, in the Mortgage File for each such Crossed Mortgage
Loan.
Seller shall, promptly after the Closing Date, but in all events
within three (3) Business Days after the Closing Date, cause all funds on
deposit in escrow accounts maintained with respect to the Mortgage Loans in the
name of Seller or any other name, to be transferred to or at the direction of
the applicable Master Servicer (or, if applicable, to a Sub-Servicer at the
direction of the applicable Master Servicer). In addition, Seller shall, as to
each Mortgage Loan that is secured by the interest of the related Borrower under
a ground lease, promptly (and in any event within 45 days of the Closing Date)
notify the related ground lessor of the transfer of such Mortgage Loan to the
Trust pursuant to the Pooling and Servicing Agreement and inform such ground
lessor that any notices of default under the related ground lease should
thereafter be forwarded to the Master Servicer.
The Trustee, as assignee or transferee of Depositor, shall be entitled
to all scheduled principal payments due after the Cut-off Date, all other
payments of principal due and collected after the Cut-off Date, and all payments
of interest on the Mortgage Loans, minus that portion of any such payment which
is allocable to the period on or prior to the Cut-off Date. All scheduled
payments of principal due on or before the Cut-off Date and collected after the
Cut-off Date, together with the accompanying interest payments, shall belong to
Seller.
Upon the sale of the Mortgage Loans from Seller to Depositor pursuant
hereto, the ownership of each Note, the related Mortgage and the contents of the
related Mortgage File shall be vested in Depositor and the ownership of all
records and documents with respect to the
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related Mortgage Loan prepared by or which come into the possession of Seller as
seller of the Mortgage Loans hereunder, exclusive in each case of documents
prepared by Seller or any of its Affiliates solely for internal credit analysis
or other internal uses or any attorney-client privileged communication, shall
immediately vest in Depositor. All Monthly Payments, Principal Prepayments and
other amounts received by Seller and not otherwise belonging to Seller pursuant
to this Agreement shall be sent by Seller within three (3) Business Days after
Seller's receipt thereof to the applicable Master Servicer via wire transfer for
deposit by the applicable Master Servicer into the Collection Account.
Upon the sale of Certificates representing at least 10% of the fair
value of all the Certificates to unaffiliated third parties, Seller shall, under
generally accepted accounting principles ("GAAP"), report its transfer of the
Mortgage Loans to Depositor, as provided herein, as a sale of the Mortgage Loans
to Depositor in exchange for the consideration specified in SECTION 2 hereof. In
connection with the foregoing, upon sale of Certificates representing at least
10% of the fair value of all the Certificates to unaffiliated third parties,
Seller shall cause all of its financial and accounting records to reflect such
transfer as a sale (as opposed to a secured loan). Seller shall at all times
following the Closing Date cause all of its records and financial statements and
any relevant consolidated financial statements of any direct or indirect parent
to clearly reflect that the Mortgage Loans have been transferred to Depositor
and are no longer available to satisfy claims of Seller's creditors.
After Seller's transfer of the Mortgage Loans to Depositor, as
provided herein, Seller shall not take any action inconsistent with Depositor's
ownership (or the ownership by any of Depositor's assignees) of the Mortgage
Loans. Except for actions that are the express responsibility of another party
hereunder or under the Pooling and Servicing Agreement, and further except for
actions that Seller is expressly permitted to complete subsequent to the Closing
Date, Seller shall, on or before the Closing Date, take all actions required
under applicable law to effectuate the transfer of the Mortgage Loans by Seller
to Depositor.
Section 4. DEPOSITOR'S CONDITIONS TO CLOSING. The obligations of
Depositor to purchase the Mortgage Loans and pay the Mortgage Loan Purchase
Price at the Closing Date under the terms of this Agreement are subject to the
satisfaction of each of the following conditions at or before the Closing:
(a) Each of the obligations of Seller required to be performed by
it on or prior to the Closing Date pursuant to the terms of this Agreement shall
have been duly performed and complied with in all material respects; all of the
representations and warranties of Seller under this Agreement (subject to the
exceptions set forth in the Exception Report) shall be true and correct in all
material respects as of the Closing Date; no event shall have occurred with
respect to Seller or any of the Mortgage Loans and related Mortgage Files which,
with notice or the passage of time, would constitute a material default under
this Agreement; and Depositor shall have received certificates to the foregoing
effect signed by authorized officers of Seller.
(b) Depositor, or if directed by Depositor, the Trustee or
Depositor's attorneys or other designee, shall have received in escrow, all of
the following closing documents, in such forms as are agreed upon and reasonably
acceptable to Depositor and Seller, duly executed by all signatories other than
Depositor, as required pursuant to the respective terms thereof:
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(i) the Mortgage Files, subject to the provisos of SECTION 1
of this Agreement, which shall have been delivered to and held by the
Trustee or its designee on behalf of Seller;
(ii) the Mortgage Loan Schedule;
(iii) the certificate of Seller confirming its representations and
warranties set forth in SECTION 6(a) (subject to the exceptions set forth
in the Exception Report) as of the Closing Date;
(iv) an opinion or opinions of Seller's counsel, dated the Closing
Date, covering various corporate matters and such other matters as shall be
reasonably required by Depositor;
(v) such other certificates of Seller's officers or others and
such other documents to evidence fulfillment of the conditions set forth in
this Agreement as Depositor or its counsel may reasonably request; and
(vi) all other information, documents, certificates, or letters
with respect to the Mortgage Loans or Seller and its Affiliates as are
reasonably requested by Depositor in order for Depositor to perform any of
it obligations or satisfy any of the conditions on its part to be performed
or satisfied pursuant to any sale of Mortgage Loans by Depositor as
contemplated herein.
(c) Seller shall have performed or complied with all other terms
and conditions of this Agreement which it is required to perform or comply with
at or before the Closing and shall have the ability to perform or comply with
all duties, obligations, provisions and terms which it is required to perform or
comply with after the Closing.
(d) Seller shall have delivered to the Trustee, on or before the
Closing Date, five limited powers of attorney in favor of the Trustee and
Special Servicer empowering the Trustee and, in the event of the failure or
incapacity of the Trustee, the Special Servicer, to record, at the expense of
Seller, any Mortgage Loan Documents required to be recorded and any intervening
assignments with evidence of recording thereon that are required to be included
in the Mortgage Files. Seller shall reasonably cooperate with the Trustee and
the Special Servicer in connection with any additional powers or revisions
thereto that are requested by such parties.
Section 5. SELLER'S CONDITIONS TO CLOSING. The obligations of
Seller under this Agreement shall be subject to the satisfaction, on the
Closing Date, of the following conditions:
(a) Each of the obligations of Depositor required to be performed
by it on or prior to the Closing Date pursuant to the terms of this Agreement
shall have been duly performed and complied with in all material respects; and
all of the representations and warranties of Depositor under this Agreement
shall be true and correct in all material respects as of the Closing Date; and
no event shall have occurred with respect to Depositor which, with notice or the
passage of time, would constitute a material default under this Agreement, and
Seller shall have received certificates to that effect signed by authorized
officers of Depositor.
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(b) Seller shall have received all of the following closing
documents, in such forms as are agreed upon and reasonably acceptable to Seller
and Depositor, duly executed by all signatories other than Seller, as required
pursuant to the respective terms thereof:
(i) an officer's certificate of Depositor, dated as of the Closing
Date, with the resolutions of Depositor authorizing the transactions set
forth therein, together with copies of the charter, by-laws and certificate
of good standing dated as of a recent date of Depositor; and
(ii) such other certificates of its officers or others, such
opinions of Depositor's counsel and such other documents required to
evidence fulfillment of the conditions set forth in this Agreement as
Seller or its counsel may reasonably request.
(c) Depositor shall have performed or complied with all other
terms and conditions of this Agreement which it is required to perform or comply
with at or before the Closing and shall have the ability to perform or comply
with all duties, obligations, provisions and terms which it is required to
perform or comply with after Closing.
Section 6. REPRESENTATIONS AND WARRANTIES OF SELLER.
(a) Seller represents and warrants to Depositor as of the date
hereof, as follows:
(i) Seller is duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware.
Seller has conducted and is conducting its business so as to comply in all
material respects with all applicable statutes and regulations of
regulatory bodies or agencies having jurisdiction over it, except where the
failure so to comply would not have a materially adverse effect on the
performance by Seller of this Agreement, and there is no charge, action,
investigation, suit or proceeding before or by any court, regulatory
authority or governmental agency or body pending or, to the knowledge of
Seller, threatened, which is reasonably likely to materially and adversely
affect the performance by Seller of this Agreement or the consummation of
transactions contemplated by this Agreement.
(ii) Seller has the full power, authority and legal right to hold,
transfer and convey the Mortgage Loans and to execute and deliver this
Agreement (and all agreements and documents executed and delivered by
Seller in connection herewith) and to perform all transactions of Seller
contemplated by this Agreement (and all agreements and documents executed
and delivered by Seller in connection herewith). Seller has duly authorized
the execution, delivery and performance of this Agreement (and all
agreements and documents executed and delivered by Seller in connection
herewith), and has duly executed and delivered this Agreement (and all
agreements and documents executed and delivered by Seller in connection
herewith). This Agreement (and each agreement and document executed and
delivered by Seller in connection herewith), assuming due authorization,
execution and delivery thereof by each other party thereto, constitutes the
legal, valid and binding obligation of Seller enforceable in accordance
with its terms, except as such enforcement may be limited by bankruptcy,
fraudulent
10
transfer, insolvency, reorganization, receivership, moratorium or other
laws relating to or affecting the rights of creditors generally, by general
principles of equity (regardless of whether such enforcement is considered
in a proceeding in equity or at law) and by considerations of public
policy.
(iii) Neither the execution, delivery and performance of this
Agreement, nor the fulfillment of or compliance with the terms and
conditions of this Agreement by Seller, will (A) conflict with or result in
a breach of any of the terms, conditions or provisions of Seller's articles
or certificate of incorporation and bylaws or similar type organizational
documents, as applicable; (B) conflict with, result in a breach of, or
constitute a default or result in an acceleration under, any agreement or
instrument to which Seller is now a party or by which it (or any of its
properties) is bound if compliance therewith is necessary (1) to ensure the
enforceability of this Agreement or (2) for Seller to perform its duties
and obligations under this Agreement (or any agreement or document executed
and delivered by Seller in connection herewith); (C) conflict with or
result in a breach of any legal restriction if compliance therewith is
necessary (1) to ensure the enforceability of this Agreement or (2) for
Seller to perform its duties and obligations under this Agreement (or any
agreement or document executed and delivered by Seller in connection
herewith); (D) result in the violation of any law, rule, regulation, order,
judgment or decree to which Seller or its property is subject if compliance
therewith is necessary (1) to ensure the enforceability of this Agreement
or (2) for Seller to perform its duties and obligations under this
Agreement (or any agreement or document executed and delivered by Seller in
connection herewith); or (E) result in the creation or imposition of any
lien, charge or encumbrance that would have a material adverse effect upon
Seller's ability to perform its duties and obligations under this Agreement
(or any agreement or document executed and delivered by Seller in
connection herewith), or materially impair the ability of Depositor to
realize on the Mortgage Loans.
(iv) Seller is solvent and the sale of the Mortgage Loans (1) will
not cause Seller to become insolvent and (2) is not intended by Seller to
hinder, delay or defraud any of its present or future creditors. After
giving effect to its transfer of the Mortgage Loans, as provided herein,
the value of Seller's assets, either taken at their present fair saleable
value or at fair valuation, will exceed the amount of Seller's debts and
obligations, including contingent and unliquidated debts and obligations of
Seller, and Seller will not be left with unreasonably small assets or
capital with which to engage in and conduct its business. Seller does not
intend to, and does not believe that it will, incur debts or obligations
beyond its ability to pay such debts and obligations as they mature. No
proceedings looking toward liquidation, dissolution or bankruptcy of Seller
are pending or contemplated.
(v) No consent, approval, authorization or order of, or
registration or filing with, or notice to, any court or governmental agency
or body having jurisdiction or regulatory authority over Seller is required
for (A) Seller's execution, delivery and performance of this Agreement (or
any agreement or document executed and delivered by Seller in connection
herewith), (B) Seller's transfer and assignment of the Mortgage Loans, or
(C) the consummation by Seller of the transactions contemplated by this
11
Agreement (or any agreement or document executed and delivered by Seller in
connection herewith) or, to the extent so required, such consent, approval,
authorization, order, registration, filing or notice has been obtained,
made or given (as applicable), except for the filing or recording of
assignments and other Mortgage Loan Documents contemplated by the terms of
this Agreement and except that Seller may not be duly qualified to transact
business as a foreign corporation or licensed in one or more states if such
qualification or licensing is not necessary to ensure the enforceability of
this Agreement (or any agreement or document executed and delivered by
Seller in connection herewith).
(vi) In connection with its sale of the Mortgage Loans, Seller is
receiving new value. The consideration received by Seller upon the sale of
the Mortgage Loans constitutes at least fair consideration and reasonably
equivalent value for the Mortgage Loans.
(vii) Seller does not believe, nor does it have any reason or cause
to believe, that it cannot perform each and every covenant of Seller
contained in this Agreement (or any agreement or document executed and
delivered by Seller in connection herewith).
(viii) There are no actions, suits or proceedings pending or, to
Seller's knowledge, threatened in writing against Seller which are
reasonably likely to draw into question the validity of this Agreement (or
any agreement or document executed and delivered by Seller in connection
herewith) or which, either in any one instance or in the aggregate, are
reasonably likely to materially impair the ability of Seller to perform its
duties and obligations under this Agreement (or any agreement or document
executed and delivered by Seller in connection herewith).
(ix) Seller's performance of its duties and obligations under this
Agreement (and each agreement or document executed and delivered by Seller
in connection herewith) is in the ordinary course of business of Seller and
Seller's transfer, assignment and conveyance of the Mortgage Loans pursuant
to this Agreement are not subject to the bulk transfer or similar statutory
provisions in effect in any applicable jurisdiction. The Mortgage Loans do
not constitute all or substantially all of Seller's assets.
(x) Seller has not dealt with any Person that may be entitled, by
reason of any act or omission of Seller, to any commission or compensation
in connection with the sale of the Mortgage Loans to Depositor hereunder
except for (A) the reimbursement of expenses as described herein or
otherwise in connection with the transactions described in SECTION 2 hereof
and (B) the commissions or compensation owed to the Underwriters or the
Initial Purchaser.
(xi) Seller is not in default or breach of any agreement or
instrument to which Seller is now a party or by which it (or any of its
properties) is bound which breach or default would materially and adversely
affect the ability of Seller to perform its obligations under this
Agreement.
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(xii) The representations and warranties contained in EXHIBIT A
hereto, subject to the exceptions to such representations and warranties
set forth on SCHEDULE V hereto, are true and correct in all material
respects as of the date hereof with respect to the Mortgage Loans
identified on SCHEDULE II.
(b) Seller hereby agrees that it shall be deemed to make, as of
the date of substitution, to and for the benefit of the Trustee as the holder of
the Mortgage Loan to be replaced, with respect to any replacement mortgage loan
(a "REPLACEMENT MORTGAGE LOAN") that is substituted for a Mortgage Loan affected
by a Material Defect or a Material Breach, pursuant to SECTION 7 of this
Agreement, each of the representations and warranties set forth in EXHIBIT A
hereto (references therein to "Closing Date" being deemed to be references to
the "date of substitution" and references therein to "Cut-off Date" being deemed
to be references to the "most recent due date for the subject Replacement
Mortgage Loan on or before the date of substitution"). From and after the date
of substitution, each Replacement Mortgage Loan, if any, shall be deemed to
constitute a "Mortgage Loan" hereunder for all purposes.
Section 7. OBLIGATIONS OF SELLER. Each of the representations and
warranties contained in or required to be made by Seller pursuant to SECTION 6
of this Agreement shall survive the sale of the Mortgage Loans and shall
continue in full force and effect, notwithstanding any restrictive or qualified
endorsement on the Notes and notwithstanding subsequent termination of this
Agreement or the Pooling and Servicing Agreement. The representations and
warranties contained in or required to be made by Seller pursuant to SECTION 6
of this Agreement shall not be impaired by any review or examination of the
Mortgage Files or other documents evidencing or relating to the Mortgage Loans
or any failure on the part of Depositor to review or examine such documents and
shall inure to the benefit of the initial transferee of the Mortgage Loans from
Depositor including, without limitation, the Trustee for the benefit of the
Holders of the Certificates, notwithstanding (1) any restrictive or qualified
endorsement on any Note, assignment of Mortgage or reassignment of Assignment of
Leases or (2) any termination of this Agreement prior to the Closing, but shall
not inure to the benefit of any subsequent transferee thereafter.
If Seller receives notice of a breach of any of the representations or
warranties made by Seller with respect to the Mortgage Loans (subject to the
exceptions to such representations and warranties set forth in the Exception
Report), as of the date hereof in SECTION 6(a)(xii) or as of the Closing Date
pursuant to SECTION 4(b)(iii) or, in the case of any Replacement Mortgage Loan,
as of the date of substitution pursuant to SECTION 6(b) (in any such case, a
"BREACH"), or receives notice that (a) any document required to be included in
the Mortgage File related to any Mortgage Loan is not in the Trustee's (or its
designee's) possession within the time period required herein or (b) such
document has not been properly executed or is otherwise defective on its face
(CLAUSE (a) and CLAUSE (b) each, a "DEFECT" (which term shall include the
"Defects" detailed in the immediately following paragraph) in the related
Mortgage File), and if such Breach or Defect, as the case may be, materially and
adversely affects, or is deemed hereby to materially and adversely affect, the
value of any Mortgage Loan or any successor REO Loan with respect thereto or the
interests of the Holders of any Class of Certificates (in which case such Breach
or Defect shall be a "MATERIAL BREACH" or a "MATERIAL DEFECT," as applicable),
then Seller shall, upon written request of Depositor, the Trustee, the
applicable Master Servicer or the applicable Special Servicer, not later than 90
days after the receipt by Seller of such written
13
request (subject to the second succeeding paragraph, the "INITIAL RESOLUTION
PERIOD"): (i) cure such Breach or Defect in all material respects; (ii)
repurchase the affected Mortgage Loan at the applicable Purchase Price (as
defined in the Pooling and Servicing Agreement); or (iii) substitute, in
accordance with the Pooling and Servicing Agreement, one or more Qualified
Substitute Mortgage Loans (as defined in the Pooling and Servicing Agreement)
for such affected Mortgage Loan (PROVIDED that in no event shall any
substitution occur later than the second anniversary of the Closing Date and in
no event shall any substitution be permitted for the Tri-County Mall Loan) and
pay the applicable Master Servicer for deposit into the applicable Collection
Account any Substitution Shortfall Amount (as defined in the Pooling and
Servicing Agreement) in connection therewith; PROVIDED, HOWEVER, that if (i)
such Material Breach or Material Defect is capable of being cured but not within
the Initial Resolution Period, (ii) such Material Breach or Material Defect does
not cause the related Mortgage Loan not to be a "qualified mortgage" (within the
meaning of Section 860G(a)(3) of the Code), (iii) Seller has commenced and is
diligently proceeding with the cure of such Material Breach or Material Defect
within the Initial Resolution Period and (iv) Seller has delivered to the Rating
Agencies, the applicable Master Servicer, the applicable Special Servicer and
the Trustee an Officer's Certificate that describes the reasons that the cure
was not effected within the Initial Resolution Period and the actions that it
proposes to take to effect the cure and that states that it anticipates the cure
will be effected within the additional 90 day period, then Seller shall have an
additional 90 days to cure such Material Defect or Material Breach. If any
Breach pertains to a representation or warranty that the related Mortgage Loan
Documents or any particular Mortgage Loan Document requires the related Borrower
to bear the costs and expenses associated with any particular action or matter
under such Mortgage Loan Document(s), then Seller shall cure such Breach within
the Initial Resolution Period by reimbursing the Trust Fund (by wire transfer of
immediately available funds) the reasonable amount of any such costs and
expenses incurred by the applicable Master Servicer, the applicable Special
Servicer, the Trustee or the Trust Fund that are the basis of such Breach and
have not been reimbursed by the related Borrower; PROVIDED, HOWEVER, that in the
event any such costs and expenses exceed $10,000, Seller shall have the option
to either repurchase the related Mortgage Loan at the applicable Purchase Price
or pay such costs and expenses. Except as provided in the proviso to the
immediately preceding sentence, Seller shall remit the amount of such costs and
expenses and upon its making such remittance, Seller shall be deemed to have
cured such Breach in all respects. With respect to any repurchase of a Mortgage
Loan hereunder or any substitution of one or more Qualified Substitute Mortgage
Loans for a Mortgage Loan hereunder, (A) no such substitution may be made in any
calendar month after the Determination Date for such month; (B) scheduled
payments of principal and interest due with respect to the Qualified Substitute
Mortgage Loan(s) after the month of substitution, and scheduled payments of
principal and interest due with respect to each Mortgage Loan being repurchased
or replaced after the related Cut-off Date and received by the applicable Master
Servicer or the applicable Special Servicer on behalf of the Trust on or prior
to the related date of repurchase or substitution, shall be part of the Trust
Fund; and (C) scheduled payments of principal and interest due with respect to
such Qualified Substitute Mortgage Loan(s) during or prior to the month of
substitution, and scheduled payments of principal and interest due with respect
to each Mortgage Loan being repurchased or replaced and received by the
applicable Master Servicer or the applicable Special Servicer on behalf of the
Trust after the related date of repurchase or substitution, shall not be part of
the Trust Fund, and Seller (or, if applicable, any person effecting the related
repurchase or substitution in the place of Seller) shall
14
be entitled to receive such payments promptly following receipt by the
applicable Master Servicer or the applicable Special Servicer, as applicable,
under the Pooling and Servicing Agreement.
Any of the following will cause a document in the Mortgage File to be
deemed to have a "Material Defect": (a) the absence from the Mortgage File of
the original signed Note, unless the Mortgage File contains a signed lost note
affidavit and indemnity; (b) the absence from the Mortgage File of the original
signed Mortgage, unless there is included in the Mortgage File a certified copy
of the Mortgage as recorded or as sent for recordation, together with a
certificate stating that the original signed Mortgage was sent for recordation,
or a copy of the Mortgage and the related recording information; (c) the absence
from the Mortgage File of the item called for by CLAUSE (ix) of the last
sentence of the first paragraph of SECTION 3 hereof; (d) the absence from the
Mortgage File of any intervening assignments required to create an effective
assignment to the Trustee on behalf of the Trust, unless there is included in
the Mortgage File a certified copy of the intervening assignment as recorded or
as sent for recordation, together with a certificate stating that the original
intervening assignment was sent for recordation, or a copy of the intervening
assignment and the related recording information; or (e) the absence from the
Servicer File of any required original letter of credit, PROVIDED that such
Defect may be cured by any substitute letter of credit or cash reserve on behalf
of the related Borrower; or (f) the absence from the Mortgage File of the
original or a copy of any required ground lease. In addition, Seller shall cure
any Defect described in CLAUSE (b), (c), (e) or (f) of the immediately preceding
sentence as required in Section 2.02(b) of the Pooling and Servicing Agreement.
Notwithstanding anything herein to the contrary, the failure to include a
document checklist in a Mortgage File shall in no event constitute a Material
Defect.
Any Defect or Breach which causes any Mortgage Loan not to be a
"qualified mortgage" (within the meaning of Section 860G(a)(3) of the Code)
shall be deemed a "Material Defect" or "Material Breach," as applicable, and the
Initial Resolution Period for the affected Mortgage Loan shall be 90 days
following the earlier of Seller's receipt of notice pursuant to this SECTION 7
or its discovery of such Defect or Breach (which period shall not be subject to
extension).
If Seller does not, as required by this SECTION 7, correct or cure a
Material Breach or a Material Defect in all material respects within the
applicable Initial Resolution Period (as extended pursuant to this SECTION 7),
or if such Material Breach or Material Defect is not capable of being so
corrected or cured within such period, then Seller shall repurchase or
substitute for the affected Mortgage Loan as provided in this SECTION 7. If (i)
any Mortgage Loan is required to be repurchased or substituted for as provided
above, (ii) such Mortgage Loan is a Crossed Mortgage Loan that is a part of a
Mortgage Group (as defined below) and (iii) the applicable Breach or Defect does
not constitute a Breach or Defect, as the case may be, as to any other Crossed
Mortgage Loan in such Mortgage Group (without regard to this paragraph), then
the applicable Breach or Defect, as the case may be, will be deemed to
constitute a Breach or Defect, as the case may be, as to any other Crossed
Mortgage Loan in the Mortgage Group for purposes of the above provisions, and
Seller will be required to repurchase or substitute for such other Crossed
Mortgage Loan(s) in the related Mortgage Group in accordance with the provisions
of this SECTION 7 unless such other Crossed Mortgage Loans satisfy the Crossed
Mortgage Loan Repurchase Criteria (as defined in the Pooling and Servicing
Agreement) and Seller can satisfy
15
all other criteria for substitution or repurchase of the affected Mortgage
Loan(s) set forth in the Pooling and Servicing Agreement. In the event that one
or more of such other Crossed Mortgage Loans satisfy the Crossed Mortgage Loan
Repurchase Criteria, Seller may elect either to repurchase or substitute for
only the affected Crossed Mortgage Loan as to which the related Breach or Defect
exists or to repurchase or substitute for all of the Crossed Mortgage Loans in
the related Mortgage Group. Seller shall be responsible for the cost of any
Appraisal required to be obtained by the applicable Master Servicer to determine
if the Crossed Mortgage Loan Repurchase Criteria have been satisfied, so long as
the scope and cost of such Appraisal has been approved by Seller (such approval
not to be unreasonably withheld). For purposes of this paragraph, a "MORTGAGE
GROUP" is any group of Mortgage Loans identified as a Mortgage Group on SCHEDULE
III to this Agreement.
Notwithstanding the foregoing, if there is a Material Breach or
Material Defect with respect to one or more Mortgaged Properties (but not all of
the Mortgaged Properties) with respect to a Mortgage Loan, Seller will not be
obligated to repurchase or substitute for the Mortgage Loan if the affected
Mortgaged Property may be released pursuant to the terms of any partial release
provisions in the related Mortgage Loan Documents and the remaining Mortgaged
Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan
Documents and (i) Seller provides an opinion of counsel to the effect that such
partial release would not cause an Adverse REMIC Event (as defined in the
Pooling and Servicing Agreement) to occur, (ii) Seller pays (or causes to be
paid) the applicable release price required under the Mortgage Loan Documents
and, to the extent not reimbursable out of the release price pursuant to the
related Mortgage Loan Documents, any additional amounts necessary to cover all
reasonable out-of-pocket expenses reasonably incurred by the applicable Master
Servicer, the applicable Special Servicer, the Trustee or the Trust Fund in
connection therewith, including any unreimbursed advances and interest thereon
made with respect to the Mortgaged Property that is being released and (iii)
such cure by release of such Mortgaged Property is effected within the time
periods specified for cure of a Material Breach or Material Defect in this
SECTION 7.
The Purchase Price or Substitution Shortfall Amount for any
repurchased or substituted Mortgage Loan shall be payable to Depositor or,
subsequent to the assignment of the Mortgage Loans to the Trustee, the Trustee
as its assignee, by wire transfer of immediately available funds to the account
designated by Depositor or the Trustee, as the case may be, and Depositor or the
Trustee, as the case may be, upon receipt of such funds (and, in the case of a
substitution, receipt of the Mortgage File(s) for the related Qualified
Substitute Mortgage Loans(s)), shall promptly release the related Mortgage File
and Servicer File or cause them to be released, to Seller and shall execute and
deliver such instruments of transfer or assignment as shall be necessary to vest
in Seller the legal and beneficial ownership of such Mortgage Loan (including
any property acquired in respect thereof or proceeds of any insurance policy
with respect thereto) and the related Mortgage Loan Documents.
It is understood and agreed that the obligations of Seller set forth
in this SECTION 7 constitute the sole remedies available to Depositor and its
successors and assigns against Seller respecting any Breach or Defect affecting
a Mortgage Loan.
Section 8. CROSSED MORTGAGE LOANS. With respect to any Crossed
Mortgage Loan conveyed hereunder, to the extent that Seller repurchases or
substitutes for an affected
16
Crossed Mortgage Loan in the manner prescribed above while the Trustee continues
to hold any related Crossed Mortgage Loans, Seller and Depositor (on behalf of
its successors and assigns) agree to modify upon such repurchase or
substitution, the related Mortgage Loan Documents in a manner such that such
affected Crossed Mortgage Loan repurchased or substituted by Seller, on the one
hand, and any related Crossed Mortgage Loans still held by the Trustee, on the
other, would no longer be cross-defaulted or cross-collateralized with one
another; PROVIDED that Seller shall have furnished the Trustee, at Seller's
expense, with an Opinion of Counsel that such modification shall not cause an
Adverse REMIC Event; and PROVIDED, FURTHER, that if such Opinion of Counsel
cannot be furnished, Seller and Depositor hereby agree that such repurchase or
substitution of only the affected Crossed Mortgage Loans, notwithstanding
anything to the contrary herein, shall not be permitted. Any reserve or other
cash collateral or letters of credit securing the subject Crossed Mortgage Loans
shall be allocated between such Mortgage Loans in accordance with the Mortgage
Loan Documents. All other terms of the Mortgage Loans shall remain in full force
and effect, without any modification thereof.
Section 9. RATING AGENCY FEES; COSTS AND EXPENSES ASSOCIATED WITH
A DEFEASANCE. Seller shall pay all Rating Agency fees associated with an
assumption of a Mortgage Loan to the extent such fees have not been paid by the
related Borrower and such Borrower is not required to pay them under the terms
of the related Mortgage Loan Documents in effect on or before the Closing Date,
the payment of which fees shall constitute the sole remedy of any breach by
Seller of the parenthetical in representation (xxviii)(1) set forth on Exhibit A
hereto. Seller shall pay all reasonable costs and expenses associated with a
defeasance of a Mortgage Loan to the extent such costs and expenses have not
been paid by the related Borrower and such Borrower is not required to pay them
under the terms of the related Mortgage Loan Documents in effect on or before
the Closing Date, the payment of which fees shall constitute the sole remedy of
any breach by Seller of representation (liii)(F) set forth on Exhibit A hereto.
Section 10. REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.
Depositor hereby represents and warrants to Seller as of the date hereof, as
follows:
(a) Depositor is duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with full
corporate power and authority to own its assets and conduct its business as it
is conducted, and is duly qualified as a foreign corporation in good standing in
all jurisdictions in which the ownership or lease of its property or the conduct
of its business requires such qualification (except where the failure to qualify
would not have a materially adverse effect on the consummation of any
transactions contemplated by this Agreement).
(b) The execution and delivery by Depositor of this Agreement and
the performance of Depositor's obligations hereunder are within the corporate
power of Depositor and have been duly authorized by Depositor and neither the
execution and delivery by Depositor of this Agreement nor the compliance by
Depositor with the provisions hereof, nor the consummation by Depositor of the
transactions contemplated by this Agreement, will (i) conflict with or result in
a breach of, or constitute a default under, the certificate of incorporation or
by-laws of Depositor or, after giving effect to the consents or taking of the
actions contemplated by CLAUSE (ii) of this PARAGRAPH (b), any of the provisions
of any law, governmental rule, regulation,
17
judgment, decree or order binding on Depositor or its properties, or any of the
provisions of any material indenture or mortgage or any other material contract
or other instrument to which Depositor is a party or by which it is bound or
result in the creation or imposition of any lien, charge or encumbrance upon any
of its properties pursuant to the terms of any such indenture, mortgage,
contract or other instrument or (ii) require any consent of, notice to, or
filing with any person, entity or governmental body, which has not been obtained
or made by Depositor, except where, in any of the instances contemplated by
CLAUSE (i) above or this CLAUSE (ii), the failure to do so will not have a
material and adverse effect on the consummation of any transactions contemplated
by this Agreement.
(c) This Agreement has been duly executed and delivered by
Depositor and this Agreement constitutes a legal, valid and binding instrument,
enforceable against Depositor in accordance with its terms, subject, as to the
enforcement of remedies, to applicable bankruptcy, reorganization, insolvency,
moratorium and other laws affecting the rights of creditors generally and to
general principles of equity and the discretion of the court (regardless of
whether enforcement of such remedies is considered in a proceeding in equity or
at law) and, as to rights of indemnification hereunder, subject to limitations
of public policy under applicable securities laws.
(d) There is no litigation, charge, investigation, action, suit or
proceeding by or before any court, regulatory authority or governmental agency
or body pending or, to the knowledge of Depositor, threatened against Depositor
the outcome of which could be reasonably expected to materially and adversely
affect the consummation of any transactions contemplated by this Agreement.
Section 11. SURVIVAL OF CERTAIN REPRESENTATIONS, WARRANTIES AND
COVENANTS. The respective representations and warranties set forth in or made
pursuant to this Agreement, and the respective obligations of the parties hereto
under SECTIONS 7 and 13 of this Agreement, will remain in full force and effect,
regardless of any investigation or statement as to the result thereof made by or
on behalf of any party and will survive payment for the various transfers
referred to herein and delivery of the Certificates or termination of this
Agreement.
Section 12. TRANSACTION EXPENSES. In connection with the Closing
(and unless otherwise expressly provided herein, including, without limitation,
in SECTION 13 of this Agreement), Seller shall be responsible for the fees and
expenses of its own counsel, and Depositor and Seller agree to pay the other
transaction expenses incurred in connection with the transactions herein
contemplated as set forth in the Closing Statement (or, if not covered thereby,
shall be paid by the party incurring the subject expense).
Section 13. RECORDING COSTS AND EXPENSES. Seller agrees to
reimburse the Trustee or its designee all recording and filing fees and expenses
incurred by the Trustee or its designee in connection with the recording or
filing of the Mortgage Loan Documents listed in SECTION 3 of this Agreement,
including Assignments. In the event Seller elects to engage a third-party
contractor to prepare, complete, file and record Assignments with respect to
Mortgage Loans as provided in SECTION 3 of this Agreement, Seller shall contract
directly with such contractor and shall be responsible for such contractor's
compensation and reimbursement of recording and filing fees and other
reimbursable expenses pursuant to their agreement.
18
Section 14. NOTICES. All demands, notices and communications
hereunder shall be in writing and effective only upon receipt, and, (a) if sent
to Depositor, will be mailed, delivered or transmitted via facsimile and
confirmed to it at Credit Suisse First Boston Mortgage Securities Corp., 00
Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxxxx,
Facsimile No.: (000) 000-0000 (with a copy to Xxxxx XxXxxxxxxx, Esq., Legal &
Compliance Department, Facsimile No.: (000) 000-0000), or such other address or
facsimile number as may be designated by Depositor to Seller in writing, or (b)
if sent to Seller, will be mailed, delivered or transmitted via facsimile and
confirmed to it at 0000 Xxxxxxxxx Xxxx, X.X., Xxxxx 0000, Xxxxxxx, Xxxxxxx
00000, Attention: Xxxxxx Xxxxxx, Facsimile No.: (000) 000-0000, or such other
address or facsimile number as may be designated by Seller to Depositor in
writing.
Section 15. EXAMINATION OF MORTGAGE FILES. Upon reasonable notice,
Seller, prior to the Closing Date, will make the Mortgage Files available to
Depositor or its agent for examination during normal business hours at Seller's
offices or such other location as shall otherwise be agreed upon by Depositor
and Seller. The fact that Depositor or its agent has conducted or has failed to
conduct any partial or complete examination of the Mortgage Files shall not
affect the rights of Depositor or the Trustee (for the benefit of the
Certificateholders) to demand cure, repurchase, or other relief as provided
herein.
Section 16. SUCCESSORS. This Agreement shall inure to the benefit
of and shall be binding upon Seller and Depositor and their respective
successors, permitted assigns and legal representatives, and nothing expressed
in this Agreement is intended or shall be construed to give any other Person any
legal or equitable right, remedy or claim under or in respect of this Agreement,
or any provisions herein contained, this Agreement and all conditions and
provisions hereof being intended to be and being for the sole and exclusive
benefit of such Persons and for the benefit of no other Person; it being
understood that (a) the indemnities of Seller contained in that certain
Indemnification Agreement dated May 18, 2005, among Seller, Depositor, the
Initial Purchaser and the Underwriters, relating to, among other things,
information regarding the Mortgage Loans in the Prospectus Supplement and the
Offering Circular, subject to all limitations therein contained, shall also be
for the benefit of the officers and directors of Depositor, the Underwriters and
the Initial Purchaser and any person or persons who control Depositor, the
Underwriters and the Initial Purchaser within the meaning of Section 15 of the
Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended,
and (b) the rights of Depositor pursuant to this Agreement, subject to all
limitations herein contained, including those set forth in SECTION 7 of this
Agreement, may be assigned to the Trustee, for benefit of the
Certificateholders, as may be required to effect the purposes of the Pooling and
Servicing Agreement and, upon such assignment, the Trustee shall succeed to such
rights of Depositor hereunder; PROVIDED that the Trustee shall have no right to
further assign such rights to any other Person. No owner of a Certificate issued
pursuant to the Pooling and Servicing Agreement shall be deemed a successor or
permitted assign because of such ownership.
Section 17. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK APPLICABLE TO
AGREEMENTS TO BE MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE WITHOUT GIVING
EFFECT TO CHOICE OF LAW PRINCIPLES. TO THE FULLEST EXTENT PERMITTED UNDER
APPLICABLE LAW, SELLER AND
19
DEPOSITOR EACH HEREBY IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY
NEW
YORK STATE AND FEDERAL COURTS SITTING IN
NEW YORK CITY WITH RESPECT TO MATTERS
ARISING OUT OF OR RELATING TO THIS AGREEMENT; (II) AGREES THAT ALL CLAIMS WITH
RESPECT TO SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH
NEW
YORK STATE OR FEDERAL COURTS; (III) WAIVES, TO THE FULLEST POSSIBLE EXTENT, THE
DEFENSE OF AN INCONVENIENT FORUM; AND (IV) AGREES THAT A FINAL JUDGMENT IN ANY
SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
Section 18. SEVERABILITY. If any provision of this Agreement shall
be prohibited or invalid under applicable law, this Agreement shall be
ineffective only to such extent, without invalidating the remainder of this
Agreement.
Section 19. FURTHER ASSURANCES. Depositor and Seller agree to
execute and deliver such instruments and take such actions as the other party
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement.
Section 20. COUNTERPARTS. This Agreement may be executed in
counterparts (and by each of the parties hereto on different counterparts), each
of which when so executed and delivered will be an original, and all of which
together will be deemed to constitute but one and the same instrument.
Section 21. TREATMENT AS SECURITY AGREEMENT. It is the express
intent of the parties hereto that the conveyance of the Mortgage Loans by Seller
to Depositor as provided in this Agreement be, and be construed as, a sale of
the Mortgage Loans by Seller to Depositor. It is, further, not the intention of
the parties that such conveyance be deemed a pledge of the Mortgage Loans by
Seller to Depositor to secure a debt or other obligation of Seller. However, in
the event that, notwithstanding the intent of the parties, the Mortgage Loans
are held to be property of Seller or if for any reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans:
(a) this Agreement shall hereby create a security agreement within
the meaning of Articles 8 and 9 of the Uniform Commercial Code in effect in the
applicable state;
(b) the conveyance provided for in this Agreement shall hereby
grant from Seller to Depositor a security interest in and to all of Seller's
right, title, and interest, whether now owned or hereafter acquired, in and to:
(i) all accounts, contract rights (including any guarantees),
general intangibles, chattel paper, instruments, documents, money, deposit
accounts, certificates of deposit, goods, letters of credit, advices of
credit and investment property consisting of, arising from or relating to
any of the property described in the Mortgage Loans, including the related
Notes, Mortgages and title, hazard and other insurance policies,
20
identified on the Mortgage Loan Schedule or that constitute Replacement
Mortgage Loans, and all distributions with respect thereto payable after
the Cut-off Date;
(ii) all accounts, contract rights, general intangibles, chattel
paper, instruments, documents, money, deposit accounts, certificates of
deposit, goods, letters of credit, advices of credit and investment
property arising from or by virtue of the disposition of, or collections
with respect to, or insurance proceeds payable with respect to, or claims
against other persons with respect to, all or any part of the collateral
described in CLAUSE (i) above (including any accrued discount realized on
liquidation of any investment purchased at a discount), in each case,
payable after the Cut-off Date; and
(iii) all cash and non-cash proceeds of the collateral
described in CLAUSES (i) and (ii) above payable after the Cut-off Date;
(c) the possession by Depositor or its assignee of the Notes and
such other goods, letters of credit, advices of credit, instruments, money,
documents, chattel paper or certificated securities shall be deemed to be
possession by the secured party or possession by a purchaser or a person
designated by him or her, for purposes of perfecting the security interest
pursuant to the Uniform Commercial Code (including, without limitation, Sections
9-306, 9-313 and 9-314 thereof) as in force in the relevant jurisdiction;
(d) notifications to persons holding such property, and
acknowledgments, receipts, confirmations from persons holding such property,
shall be deemed to be notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents of, or persons
holding for (as applicable), Depositor or its assignee for the purpose of
perfecting such security interest under applicable law; and
(e) Seller at the direction of Depositor or its assignee, shall,
to the extent consistent with this Agreement, take such actions as may be
necessary to ensure that, if this Agreement were deemed to create a security
interest in the Mortgage Loans and the proceeds thereof, such security interest
would be a perfected security interest of first priority under applicable law
and will be maintained as such throughout the term of this Agreement. In
connection herewith, Depositor and its assignee shall have all of the rights and
remedies of a secured party and creditor under the Uniform Commercial Code as in
force in the relevant jurisdiction and may prepare and file such UCC Financing
Statements as may be necessary or appropriate to accomplish the foregoing.
Section 22. RECORDATION OF AGREEMENT. To the extent permitted by
applicable law, this Agreement is subject to recordation following the Closing
Date in all appropriate public offices for real property records in all the
counties or other comparable jurisdictions in which any or all of the properties
subject to the Mortgages are situated, and in any other appropriate public
recording office or elsewhere, such recordation to be effected by Seller at
Seller's expense at the direction of Depositor accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of Depositor.
* * *
21
IN WITNESS WHEREOF, the parties hereto have caused this
Mortgage Loan
Purchase Agreement to be duly executed and delivered as of the date first above
written.
COLUMN FINANCIAL, INC.,
as Seller
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
CREDIT SUISSE FIRST BOSTON
MORTGAGE SECURITIES CORP.,
as Depositor
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
SCHEDULE I
SCHEDULE OF TRANSACTION TERMS
This Schedule of Transaction Terms is appended to and incorporated by
reference in the
Mortgage Loan Purchase Agreement (the "AGREEMENT"), dated as of
May 18, 2005, between Column Financial, Inc. and Credit Suisse First Boston
Mortgage Securities Corp. Capitalized terms used herein without definition have
the meanings given them in or by reference in the Agreement or, if not defined
in the Agreement, in the Pooling and Servicing Agreement.
"AFFILIATE" means with respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person.
"ASSIGNMENTS" shall have the meaning given such term in SECTION 3 of
this Agreement.
"BORROWER" means the borrower under a Mortgage Loan.
"BREACH" shall have the meaning given such term in SECTION 7 of this
Agreement.
"CBA MORTGAGE LOAN" means any Mortgage Loan that constitutes a "CBA A
Loan" under the Pooling and Servicing Agreement.
"CERTIFICATE PURCHASE AGREEMENT" means the Certificate Purchase
Agreement, dated May 18, 2005, between Depositor and the Initial Purchaser.
"CERTIFICATES" means the Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2005-C2.
"CLOSING" shall have the meaning given that term in SECTION 2 of this
Agreement.
"CLOSING DATE" means May 26, 2005.
"CLOSING STATEMENT" means the closing statement dated as of the
Closing Date and signed by, among others, the parties to this Agreement.
"CODE" means the Internal Revenue Code of 1986, as amended.
"CROSSED MORTGAGE LOAN" means any Mortgage Loan which is
cross-defaulted and cross-collateralized with any other Mortgage Loan.
"CUT-OFF DATE" means, individually and collectively, the applicable
Due Dates for the respective Mortgage Loans occurring in May 2005.
"DEFECT" shall have the meaning given such term in SECTION 7 of this
Agreement.
"DEPOSITOR" shall have the meaning given such term in the first
sentence of this Agreement.
Sch. I-1
"ENVIRONMENTAL REPORT" means the environmental audit report with
respect to each Mortgaged Property delivered to Seller in connection with the
related Mortgage, if any.
"EXCEPTION REPORT" means the exceptions with respect to the
representations and warranties made by Seller as to the Mortgage Loans in
SECTION 6(a)(xii) and under the written certificate described in SECTION
4(b)(iii) of this Agreement, which exceptions are set forth in SCHEDULE V
attached hereto and made a part hereof.
"INITIAL PURCHASER" means Credit Suisse First Boston LLC.
"INITIAL RESOLUTION PERIOD" shall have the meaning given such term in
SECTION 7 of this Agreement.
"LOAN AGREEMENT" means, with respect to any Mortgage Loan, the loan
agreement, if any, between the related Mortgage Loan Originator and the related
Borrower, pursuant to which such Mortgage Loan was made.
"MATERIAL BREACH" shall have the meaning given such term in SECTION 7
of this Agreement.
"MATERIAL DEFECT" shall have the meaning given such term in SECTION 7
of this Agreement.
"MORTGAGE FILE" means, collectively, the documents and instruments
pertaining to a Mortgage Loan required to be included in the related Mortgage
File pursuant to SECTION 3 of this Agreement (subject to the first proviso in
SECTION 1 of this Agreement).
"MORTGAGE GROUP" shall have the meaning given such term in SECTION 7
of this Agreement.
"MORTGAGE LOAN" and "MORTGAGE LOANS" shall have the respective
meanings given such terms in Recital II of this Agreement.
"MORTGAGE LOAN DOCUMENTS" means, collectively, the documents and
instruments pertaining to a Mortgage Loan to be included in either the related
Mortgage File or the related Servicer File.
"MORTGAGE LOAN ORIGINATOR" means any institution which originated a
Mortgage Loan for a related Borrower.
"MORTGAGE LOAN PURCHASE PRICE" means the amount described in SECTION 2
of this Agreement.
"MORTGAGE LOAN SCHEDULE" shall have the meaning given such term in
Recital II of this Agreement.
"OFFERING CIRCULAR" means the confidential offering circular dated May
18, 2005, describing certain classes of the Private Certificates.
Sch. I-2
"POOLING AND SERVICING AGREEMENT" means the Pooling and Servicing
Agreement creating the Trust Fund and the interests therein, dated as of May 1,
2005, among Depositor, the Master Servicer, the Special Servicer and the
Trustee, including, without limitation, the exhibits and schedules annexed
thereto.
"PRIMARY COLLATERAL" means with respect to any Crossed Mortgage Loan,
that portion of the Mortgaged Property designated as directly securing such
Crossed Mortgage Loan and excluding any Mortgaged Property as to which the
related lien may only be foreclosed upon by exercise of the
cross-collateralization provisions of such Crossed Mortgage Loan.
"PRIVATE CERTIFICATES" means the Certificates that are not Publicly
Offered Certificates.
"PROSPECTUS" means the Prospectus dated February 18, 2005, that is a
part of Depositor's registration statement on Form S-3 (File No. 333-121904).
"PROSPECTUS SUPPLEMENT" means the Prospectus Supplement, dated May 18,
2005, relating to the Publicly Offered Certificates.
"PUBLICLY OFFERED CERTIFICATES" means the Class A-1, Class A-2, Class
A-3,Class A-AB, Class A-4, Class A-1-A, Class A-MFL, Class A-MFX, Class A-J,
Class B, Class C and Class D Certificates.
"SELLER" shall have the meaning given such term in the first sentence
of this Agreement.
"SERVICER FILE" means, collectively, all documents, records and copies
pertaining to a Mortgage Loan which are required to be included in the related
Servicer File pursuant to SECTION 3 (subject to the first proviso in Section 1).
"TRUST FUND" shall have the meaning given such term in Recital II of
this Agreement.
"TRUSTEE" shall have the meaning given such term in SECTION 1 of this
Agreement.
"UNDERWRITERS" means Credit Suisse First Boston LLC, KeyBanc Capital
Markets, a division of McDonald Investments Inc., Greenwich Capital Markets,
Inc. and Wachovia Capital Markets, LLC.
"UNDERWRITING AGREEMENT" means the Underwriting Agreement, dated May
18, 2005, between Depositor and the Underwriters.
Sch. I-3
SCHEDULE II
MORTGAGE LOAN SCHEDULE
Please see attached.
Sch. II-1
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-C2
# CROSSED PROPERTY NAME ADDRESS
------------------------------------------------------------------------------------------------------------
0 Xxx-Xxxxxx Xxxx 00000 Xxxxxxxxx Xxxx
2 000 Xxxx Xxxxxx 000 Xxxx Xxxxxx
0 Xxxxxxxxxx Mutual Irvine Campus 17838 and 00000 Xxxxxxxx Xxxxxx and 17875 and
00000 Xxx Xxxxxx Xxxxxx
4 A SP - 414 North Orleans 000 Xxxxx Xxxxxxx Xxxxxx
5 A SP - 820 North Orleans 000 Xxxxx Xxxxxxx Xxxxxx
6 A SP - 000 Xxxxx XxXxxxx 000 Xxxxx XxXxxxx Xxxxxx
7 A SP - 311 West Superior 000 Xxxx Xxxxxxxx Xxxxxx
8 A SP - 400 West Erie 000 Xxxx Xxxx Xxxxxx
9 A SP - 750 North Orleans 000 Xxxxx Xxxxxxx Xxxxxx
10 65 Broadway 00 Xxxxxxxx
00 Xxxx'x Xxxxxxx Xxxxx Regency 000 Xxxxx Xxxxxxxx Xxxxxxxxx
12 B Yorktown Apartments 0000 Xxxxxxxx Xxxxxx
13 B Bluffs of Berkshire Apartments 0000 Xxxxx Xxxxx
14 Indigo on Forest Apartments 0000 Xxxxxx Xxxx
15 The Reserve at Park Central 12009 Xxxx Road
00 Xxxxxxxxx Xxxx Xxxxxx 000 Xxxxxxxxx Xxxx Center
17 C Bexley at Lake Xxxxxx 20705 Sterling Xxx Xxxx Xxxx
00 X Xxxxxxx Xxxxx Xxxxxxxx V 10002 Castile Court
00 X Xxxxxxx Xxxxxxxxxx 00000 Xxxx Xxxxxxxxxxxx Avenue
20 D Sunchase Apartments 0000 00xx Xxxxxx Xxxx
21 D Benchmark Apartments 0000 Xxxx Xxxxxxx Xxxx Xxxxx
24 Xxxxxx Ranch Town Center 0000-0000 Xxxxx Xxxxxxx Xxxx
25 Southlake Pavilion I & II 1956-1994 Mount Zion Road
26 6200 Xxxxxxx Apartments 0000 Xxxx Xxxx Xxxxx
27 Hartford Place Apartments 000 Xxxxxxxxx Xxxxxx Xxxxxxxxx
28 The Oaks of Woodforest Apartments 000 Xxxxxx Xxxx
29 000 Xxxxxxx Xxxxxx 000 Xxxxxxx Xxxxxx
30 Royal Pointe Apartments 1749 Lacrosse Drive
32 Timberlakes at Atascocita 00000 Xxxxxx Xxxxxx Xxxxx
33 Carousel Hotel 00000 Xxxxxxx Xxxxxxx
00 42 Magnolia Apartments 0000 Xxxxxx Xxxxx
35 Office Depot Shopping Center 101-123, 131 and 143 Bowie Road, 15004, 15006
and 00000 Xxxxxxxxx Xxxxxx and 000 0xx Xxxxxx
Sch. II-2
ZIP MORTGAGE NET MORTGAGE ORIGINAL
# CROSSED PROPERTY NAME CITY STATE CODE RATE RATE BALANCE
------------------------------------------------------------------------------------------------------------------------------------
0 Xxx-Xxxxxx Xxxx Xxxxxxxxxx XX 00000 5.4625% 5.44111% $ 149,000,000
2 000 Xxxx Xxxxxx Xxx Xxxx XX 00000 5.2693% 5.24792% $ 110,000,000
0 Xxxxxxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxx XX 00000 5.0660% 5.04465% $ 106,000,000
0 X XX - 000 Xxxxx Xxxxxxx Xxxxxxx XX 00000 5.4300% 5.40865% $ 23,130,000
0 X XX - 000 Xxxxx Xxxxxxx Xxxxxxx XX 00000 5.4300% 5.40865% $ 18,200,000
6 A SP - 000 Xxxxx XxXxxxx Xxxxxxx XX 00000 5.4300% 5.40865% $ 17,250,000
0 X XX - 000 Xxxx Xxxxxxxx Xxxxxxx XX 00000 5.4300% 5.40865% $ 9,915,000
0 X XX - 000 Xxxx Xxxx Xxxxxxx XX 00000 5.4300% 5.40865% $ 9,535,000
0 X XX - 000 Xxxxx Xxxxxxx Xxxxxxx XX 00000 5.4300% 5.40865% $ 7,670,000
10 00 Xxxxxxxx Xxx Xxxx XX 00000 5.6200% 5.59865% $ 75,000,000
00 Xxxx'x Xxxxxxx Xxxxx Xxxxxxx Xxxxxxxxxxxx XX 00000 5.7500% 5.72865% $ 45,000,000
00 X Xxxxxxxx Xxxxxxxxxx Xxxxxxx XX 00000 5.3730% 5.35165% $ 29,100,000
00 X Xxxxxx xx Xxxxxxxxx Xxxxxxxxxx Xxxxxx XX 00000 5.3730% 5.35165% $ 14,560,000
00 Xxxxxx xx Xxxxxx Xxxxxxxxxx Xxxxxx XX 00000 5.2640% 5.24265% $ 37,000,000
00 Xxx Xxxxxxx xx Xxxx Xxxxxxx Xxxxxx XX 00000 5.1200% 5.07865% $ 35,000,000
00 Xxxxxxxxx Xxxx Xxxxxx Xxxxxxxxx XX 00000 5.4900% 5.46865% $ 33,000,000
00 X Xxxxxx xx Xxxx Xxxxxx Xxxxxxxxx XX 00000 5.2800% 5.25865% $ 16,250,000
00 X Xxxxxxx Xxxxx Xxxxxxxx X Xxxxxxxx XX 00000 5.2800% 5.25865% $ 13,800,000
00 X Xxxxxxx Xxxxxxxxxx Xxxxx XX 00000 5.3450% 5.32365% $ 12,850,000
00 X Xxxxxxxx Xxxxxxxxxx Xxxxxxxxx XX 00000 5.3450% 5.32365% $ 8,560,000
00 X Xxxxxxxxx Xxxxxxxxxx Xxxxxx XX 00000 5.3450% 5.32365% $ 8,400,000
00 Xxxxxx Xxxxx Xxxx Xxxxxx Xxx Xxxxx XX 00000 5.3700% 5.34865% $ 21,500,000
00 Xxxxxxxxx Xxxxxxxx X & XX Xxxxxx XX 00000 5.4900% 5.46865% $ 19,950,000
26 0000 Xxxxxxx Xxxxxxxxxx Xxxxxxx XX 00000 5.3450% 5.32365% $ 18,250,000
00 Xxxxxxxx Xxxxx Xxxxxxxxxx Xxxxxxx XX 00000 5.3700% 5.34865% $ 18,275,000
00 Xxx Xxxx xx Xxxxxxxxxx Xxxxxxxxxx Xxxxxxx XX 00000 5.5600% 5.53865% $ 17,800,000
29 000 Xxxxxxx Xxxxxx Xxx Xxxx XX 00000 5.4500% 5.42865% $ 16,100,000
00 Xxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx Xxxxx XX 00000 5.1800% 5.15865% $ 15,600,000
00 Xxxxxxxxxxx xx Xxxxxxxxxx Xxxxxx XX 00000 5.1300% 5.10865% $ 14,800,000
33 Carousel Hotel Xxxxx Xxxx XX 00000 5.9000% 5.87865% $ 14,250,000
34 00 Xxxxxxxx Xxxxxxxxxx Xxxxxxxx XX 00000 4.9900% 4.96865% $ 13,700,000
00 Xxxxxx Xxxxx Xxxxxxxx Xxxxxx Xxxxxx XX 00000 5.3900% 5.30865% $ 13,600,000
REM. ORIG
CUT-OFF TERM TO MATURITY AMORT.
# CROSSED PROPERTY NAME BALANCE MATURITY DATE ARD TERM
-------------------------------------------------------------------------------------------------------------------------------
1 Tri-County Mall $ 149,000,000 117 2/11/2015 N/A 360
2 000 Xxxx Xxxxxx $ 110,000,000 118 3/11/2015 N/A 360
3 Washington Mutual Irvine Campus $ 106,000,000 79 12/11/2011 N/A Interest Only
4 A SP - 414 North Orleans $ 23,130,000 118 3/11/2015 N/A 360
5 A SP - 820 North Orleans $ 18,200,000 118 3/11/2015 N/A 360
6 A SP - 000 Xxxxx XxXxxxx $ 17,250,000 118 3/11/2015 N/A 360
7 A SP - 311 West Superior $ 9,915,000 118 3/11/2015 N/A 360
8 A SP - 400 West Erie $ 9,535,000 118 3/11/2015 N/A 360
9 A SP - 750 North Orleans $ 7,670,000 118 3/11/2015 N/A 360
10 65 Broadway $ 75,000,000 117 2/11/2015 N/A 348
11 Penn's Landing Hyatt Regency $ 45,000,000 60 5/11/2010 N/A 300
12 B Yorktown Apartments $ 29,100,000 115 12/11/2014 N/A 360
13 B Bluffs of Berkshire Apartments $ 14,560,000 115 12/11/2014 N/A 360
14 Indigo on Forest Apartments $ 37,000,000 79 12/11/2011 N/A 360
15 The Reserve at Park Central $ 35,000,000 117 2/11/2015 X/X 000
00 Xxxxxxxxx Xxxx Center $ 32,932,513 118 3/11/2035 3/11/2015 360
17 C Bexley at Lake Xxxxxx $ 16,250,000 57 2/11/2010 N/A Interest Only
18 C Addison Kings Crossing V $ 13,800,000 57 2/11/2010 N/A Interest Only
19 D Newport Apartments $ 12,850,000 103 12/11/2013 N/A 360
20 D Sunchase Apartments $ 8,560,000 103 12/11/2013 N/A 360
21 D Benchmark Apartments $ 8,400,000 103 12/11/2013 N/A 360
24 Xxxxxx Ranch Town Center $ 21,500,000 118 3/11/2015 N/A 360
25 Southlake Pavilion I & II $ 19,950,000 117 2/11/2015 N/A 360
26 6200 Xxxxxxx Apartments $ 18,250,000 103 12/11/2013 N/A 360
00 Xxxxxxxx Xxxxx Apartments $ 18,192,458 116 1/11/2015 N/A 360
00 Xxx Xxxx xx Xxxxxxxxxx Apartments $ 17,722,405 116 1/11/2015 N/A 360
29 000 Xxxxxxx Xxxxxx $ 16,100,000 116 1/11/2015 N/A 324
30 Royal Pointe Apartments $ 15,600,000 116 1/11/2015 N/A 360
32 Timberlakes at Atascocita $ 14,800,000 56 1/11/2010 N/A 360
33 Carousel Hotel $ 14,184,673 57 2/11/2010 N/A 300
34 42 Magnolia Apartments $ 13,700,000 117 2/11/2015 N/A 360
35 Office Depot Shopping Center $ 13,538,802 117 2/11/2015 N/A 360
UNITS/
REM. SQ. FT./
AMORT. MONTHLY ROOMS/ INTEREST CALCULATION
# CROSSED PROPERTY NAME TERM PAYMENT PADS (30/360 / ACTUAL/360)
----------------------------------------------------------------------------------------------------------------------------
1 Tri-County Mall 360 $ 826,501 1,108,087 Actual/360
2 000 Xxxx Xxxxxx 360 $ 602,635 234,240 Actual/360
3 Washington Mutual Irvine Campus Interest Only $ 453,712 414,597 Actual/360
4 A SP - 414 North Orleans 360 $ 130,316 176,042 Actual/360
5 A SP - 820 North Orleans 360 $ 102,540 152,569 Actual/360
6 A SP - 000 Xxxxx XxXxxxx 360 $ 97,187 121,153 Actual/360
7 A SP - 311 West Superior 360 $ 55,862 84,429 Actual/360
8 A SP - 400 West Erie 360 $ 53,721 69,690 Actual/360
9 A SP - 750 North Orleans 360 $ 43,213 72,146 Actual/360
00 00 Xxxxxxxx 000 $ 437,267 342,278 Actual/360
11 Penn's Landing Hyatt Regency 300 $ 283,098 346 Actual/360
12 B Yorktown Apartments 360 $ 162,915 565 Actual/360
13 B Bluffs of Berkshire Apartments 360 $ 81,514 382 Actual/360
14 Indigo on Forest Apartments 360 $ 204,636 1,217 Actual/360
00 Xxx Xxxxxxx xx Xxxx Xxxxxxx 000 $ 190,463 490 Actual/360
16 Manhattan Town Center 358 $ 187,163 320,832 Actual/360
17 C Bexley at Lake Xxxxxx Interest Only $ 72,493 280 Actual/360
18 C Addison Kings Crossing V Interest Only $ 61,563 168 Actual/360
19 D Newport Apartments 360 $ 71,716 320 Actual/360
20 D Sunchase Apartments 360 $ 47,774 168 Actual/360
21 D Benchmark Apartments 360 $ 46,881 250 Actual/360
24 Xxxxxx Ranch Town Center 360 $ 120,327 70,634 Actual/360
25 Southlake Pavilion I & II 360 $ 113,149 218,130 Actual/360
26 6200 Xxxxxxx Apartments 360 $ 101,854 658 Actual/360
00 Xxxxxxxx Xxxxx Xxxxxxxxxx 000 $ 102,278 351 Actual/360
00 Xxx Xxxx xx Xxxxxxxxxx Xxxxxxxxxx 000 $ 101,738 536 Actual/360
29 000 Xxxxxxx Xxxxxx 324 $ 95,005 94,985 Actual/360
00 Xxxxx Xxxxxx Xxxxxxxxxx 000 $ 85,469 208 Actual/360
32 Timberlakes at Atascocita 360 $ 80,630 312 Actual/360
33 Carousel Hotel 297 $ 90,944 259 Actual/360
34 42 Magnolia Apartments 360 $ 73,461 196 Actual/360
35 Office Depot Shopping Center 356 $ 76,283 107,252 Actual/360
Sch. II-3
ADMINISTRATION EARTHQUAKE
# CROSSED PROPERTY NAME FEES DUE DATE ARD (Y/N) DEFEASANCE INSURANCE
----------------------------------------------------------------------------------------------------------------------------
1 Tri-County Mall 0.02135% 11 No Yes N/A
2 000 Xxxx Xxxxxx 0.02135% 11 No Yes N/A
3 Washington Mutual Irvine Campus 0.02135% 11 No No Yes
4 A SP - 414 North Orleans 0.02135% 11 No Yes N/A
5 A SP - 820 North Orleans 0.02135% 11 No Yes N/A
6 A SP - 000 Xxxxx XxXxxxx 0.02135% 11 No Yes N/A
7 A SP - 311 West Superior 0.02135% 11 No Yes N/A
8 A SP - 400 West Erie 0.02135% 11 No Yes N/A
9 A SP - 750 North Orleans 0.02135% 11 No Yes N/A
10 65 Broadway 0.02135% 11 No Yes N/A
11 Penn's Landing Hyatt Regency 0.02135% 11 No Yes N/A
12 B Yorktown Apartments 0.02135% 11 No Yes N/A
13 B Bluffs of Berkshire Apartments 0.02135% 11 No Yes N/A
14 Indigo on Forest Apartments 0.02135% 11 No Yes N/A
15 The Reserve at Park Central 0.04135% 11 No Yes N/A
16 Manhattan Town Center 0.02135% 11 Yes Yes N/A
17 C Bexley at Lake Xxxxxx 0.02135% 11 No Yes N/A
18 C Addison Kings Crossing V 0.02135% 11 No Yes N/A
19 D Newport Apartments 0.02135% 11 No Yes N/A
20 D Sunchase Apartments 0.02135% 11 No Yes N/A
21 D Benchmark Apartments 0.02135% 11 No Yes N/A
24 Xxxxxx Ranch Town Center 0.02135% 11 No Yes No
25 Southlake Pavilion I & II 0.02135% 11 No Yes N/A
26 6200 Xxxxxxx Apartments 0.02135% 11 No Yes N/A
27 Hartford Place Apartments 0.02135% 11 No Yes N/A
28 The Oaks of Woodforest Apartments 0.02135% 11 No Yes N/A
29 000 Xxxxxxx Xxxxxx 0.02135% 11 No Yes N/A
30 Royal Pointe Apartments 0.02135% 11 No Yes N/A
32 Timberlakes at Atascocita 0.02135% 11 No Yes N/A
33 Carousel Hotel 0.02135% 11 No Yes N/A
34 42 Magnolia Apartments 0.02135% 11 No Yes N/A
35 Office Depot Shopping Center 0.08135% 11 No Yes N/A
ENVIRONMENTAL FEE/ LETTER OF LOAN GROUP
# CROSSED PROPERTY NAME INSURANCE LEASEHOLD CREDIT (Y/N) #
---------------------------------------------------------------------------------------------------------------------
1 Tri-County Mall No Fee/Leasehold Xx 0
0 000 Xxxx Xxxxxx Xx Leasehold No 1
3 Washington Mutual Irvine Campus No Fee No 1
4 A SP - 414 North Orleans No Fee Xx 0
0 X XX - 000 Xxxxx Xxxxxxx Xx Fee No 1
6 A SP - 000 Xxxxx XxXxxxx No Fee No 1
7 A SP - 311 West Superior No Fee No 1
8 A SP - 400 West Erie No Fee No 1
9 A SP - 750 North Orleans No Fee No 1
10 65 Broadway No Fee No 1
11 Penn's Landing Hyatt Regency No Leasehold No 1
12 B Yorktown Apartments No Fee No 2
13 B Bluffs of Berkshire Apartments No Fee No 2
14 Indigo on Forest Apartments No Fee No 2
15 The Reserve at Xxxx Xxxxxxx Xx Xxx Xx 0
00 Xxxxxxxxx Xxxx Center No Leasehold No 1
17 C Bexley at Lake Xxxxxx No Fee Xx 0
00 X Xxxxxxx Xxxxx Xxxxxxxx X Xx Fee No 2
19 D Newport Apartments No Fee No 2
20 D Sunchase Apartments No Fee No 2
21 D Benchmark Apartments No Fee No 2
24 Xxxxxx Ranch Town Center No Fee No 1
25 Southlake Pavilion I & II No Fee No 1
26 6200 Xxxxxxx Apartments No Fee No 2
27 Hartford Place Apartments No Fee No 2
28 The Oaks of Woodforest Apartments No Fee No 2
29 000 Xxxxxxx Xxxxxx No Fee Xx 0
00 Xxxxx Xxxxxx Xxxxxxxxxx Xx Fee No 2
32 Timberlakes at Atascocita No Fee No 2
33 Carousel Hotel No Fee Xx 0
00 00 Xxxxxxxx Xxxxxxxxxx Xx Fee No 2
35 Office Depot Shopping Center No Fee Yes 1
Sch. II-4
36 Blackhawk Trails Apartments 732 Bear Claw Way
37 Plaza Mayor 5001-5055 Pacific Coast Xxxxxxx
00 0000 Xxxxxxxxx Xxxx 0000 Xxxxxxxxx Xxxx
40 000 Xxxxxxx Xxxxxx 000 Xxxxxxx Xxxxxx
00 Xxxxxxxxxx Power Center 0000 XxxXxxxxx Xxxxx
42 Frontier Plaza 0000 Xxxxx Xxxxxx Xxxxxx
00 Xxxxx Xxxxx 0000 Xxxxx Xxxx Center
44 Foods Co. 0000 Xxxxxx Xxxxxx
45 The Reserve at Lakeshore 0000 Xxxx Xxxxxx Xxxxxxx
00 X Xxx-Xxxxxx Xxxxx 0000 Xxxx Xxxxxxxx Boulevard
00 X Xxxxxxxxxx Xxxxx 0000 Xxxxx Xxxxxxx 260
48 First Xxxxx Xxxxxx Xxxxxxxx 000 Xxxx Xxxxxxxx Xxxxxx
49 Poway Plaza 13301-13397 Poway Road
50 Berkshire Crossing Apartments 0000 Xxxxx Xxxxx
00 Xxxxxxxxx by Marriott Reno 0000 Xxxxx Xxxxxxxx Xxxxxx
53 Greentree Village Apartments 0000 Xxxxx 000xx Xxxxxx
54 Arrowhead Apartments/Bluffview Townhouses 0000 Xxxxx Xxxxx
55 Brittany Square Apartments 0000 Xxxxxxx Xxxx
00 XXXXXXX - SCIENCE PLACE & STATE FARM
56a Xxxxxxx - Science Place 1615 - 1701 Science Place
00x Xxxxxxx - Xxxxx Xxxx Xxxxxx 0000 Xxxx Xxxx 820 South
57 Plymouth Industrial Center 13101 Xxxxxx Road
59 Meridian at Orange Retail 000-000 Xxxxx Xxxx Xxxxxx
60 Lofts at Canal Walk Phase I 0000 Xxxx Xxxx Xxxxxx
00 Xxxxxxxxx Xxxxxxx MHP 0000 00xx Xxxxxx
63 Pershing Pointe 4304-4306 Pershing Pointe Place
64 Providence Apartments 00000 Xxxxxxx Xxxx
65 XXXX HOSPITALITY PORTFOLIO I
00x Xxxx Xxxxxxxxxxx Xxxxxxx Xxx Xxxxxxxxxxx 000 Xxxxx Xxx Xxxxxxx Xxxxxxx
00x Xxxx Hospitality Clarion 000 Xxxxx Xxx Xxxxxxx Xxxxxxx
66 Diagonal Marketplace 989-1020, 0000 Xxx Xxxxx Xxxxxxxxx
68 Xxxxx Xxxxx Square 3100-3210 Silver Xxxx Xxxx
00 XXXXXXXXX XXXXXXXX XXXXXXXXX
00x Xxxxxxx Xxxxxxx 0000 Xxxxxxxxxxxxx Xxxx
69b Country Aire 0000 Xxxx Xxxxxxx Xxxx
69c Xxxxx Mobile Manor 0000 Xxxxxxx Xxxxx
70 Courtyard by Marriott Monroe 0000 Xxxxxxxxx Xxxx Xxxxx
Sch. II-5
00 Xxxxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxx XX 00000 4.9500% 4.92865% $ 13,000,000
00 Xxxxx Xxxxx Xxxxxxxx XX 00000 5.1600% 5.13865% $ 12,000,000
39 0000 Xxxxxxxxx Xxxx Xxxxxxxx XX 00000 5.3300% 5.30865% $ 11,100,000
40 000 Xxxxxxx Xxxxxx Xxx Xxxx XX 00000 5.4500% 5.42865% $ 11,000,000
00 Xxxxxxxxxx Xxxxx Xxxxxx Xxxxxxxxxx XX 00000 5.5600% 5.53865% $ 10,400,000
00 Xxxxxxxx Xxxxx Xxxxxx Xxxx XX 00000 5.6900% 5.66865% $ 10,000,000
00 Xxxxx Xxxxx Xxxxxxx XX 00000 5.3800% 5.35865% $ 10,000,000
44 Foods Co. Xxx Xxxxxxxxx XX 00000 5.4200% 5.39865% $ 10,000,000
00 Xxx Xxxxxxx xx Xxxxxxxxx Xxxxxxxxxxx XX 00000 5.5000% 5.47865% $ 9,700,000
00 X Xxx-Xxxxxx Xxxxx Xxxx Xxxxxx XX 00000 5.4100% 5.38865% $ 5,000,000
00 X Xxxxxxxxxx Xxxxx Xxxxxxxxxx XX 00000 5.4100% 5.38865% $ 4,500,000
00 Xxxxx Xxxxx Xxxxxx Xxxxxxxx Xxxxx XX 00000 5.4600% 5.43865% $ 9,400,000
00 Xxxxx Xxxxx Xxxxx XX 00000 5.4000% 5.37865% $ 9,000,000
00 Xxxxxxxxx Xxxxxxxx Xxxxxxxxxx Xxxxxxx XX 00000 5.3450% 5.32365% $ 8,880,000
51 Courtyard by Xxxxxxxx Xxxx Xxxx XX 00000 6.2700% 6.24865% $ 8,700,000
00 Xxxxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx XX 00000 5.2800% 5.25865% $ 8,400,000
00 Xxxxxxxxx Xxxxxxxxxx/Xxxxxxxxx Xxxxxxxxxx Xx Xxxxxx XX 00000 5.3700% 5.34865% $ 8,200,000
00 Xxxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxx XX 00000 5.4100% 5.38865% $ 8,100,000
00 XXXXXXX - XXXXXXX XXXXX & XXXXX XXXX 5.5200% 5.43865% $ 7,962,000
00x Xxxxxxx - Xxxxxxx Xxxxx Xxxxxxxx XX 00000
00x Xxxxxxx - Xxxxx Xxxx Xxxxxx Xxxx Xxxxx XX 00000
00 Xxxxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxx XX 00000 6.0700% 6.00865% $ 8,000,000
00 Xxxxxxxx xx Xxxxxx Xxxxxx Xxxxxx XX 00000 5.5000% 5.47865% $ 7,500,000
00 Xxxxx xx Xxxxx Xxxx Xxxxx X Xxxxxxxx XX 00000 5.4000% 5.37865% $ 7,400,000
00 Xxxxxxxxx Xxxxxxx XXX Xxxxxxxxxxx XX 00000 5.5300% 5.50865% $ 6,900,000
00 Xxxxxxxx Xxxxxx Xxxxxxx XX 00000 5.1900% 5.16865% $ 6,600,000
00 Xxxxxxxxxx Xxxxxxxxxx Xxxxxx XX 00000 5.2640% 5.24265% $ 6,400,000
65 XXXX HOSPITALITY PORTFOLIO I 6.0950% 6.07365% $ 6,200,000
65a Xxxx Hospitality Xxxxxxx Xxx Xxxxxxxxxxx Xxxxxxx XX 00000
65b Xxxx Hospitality Clarion Xxxxxxx XX 00000
00 Xxxxxxxx Xxxxxxxxxxx Xxxxxxxx XX 00000 5.2000% 5.17865% $ 6,100,000
00 Xxxxx Xxxxx Xxxxxx Xxxxxx XX 00000 5.8400% 5.75865% $ 6,000,000
69 BROOKVIEW HOLDINGS PORTFOLIO 5.9300% 5.90865% $ 5,750,000
00x Xxxxxxx Xxxxxxx Xxxxxxx XX 00000
69b Country Aire Xxxxxxxxxxxx XX 00000
00x Xxxxx Xxxxxx Xxxxx Xxxx Xxxxxxxx XX 00000
70 Courtyard by Xxxxxxxx Xxxxxx Xxxxxx XX 00000 6.5200% 6.49865% $ 5,700,000
00 Xxxxxxxxx Xxxxxx Apartments $ 13,000,000 115 12/11/2014 N/A 000
00 Xxxxx Xxxxx $ 12,000,000 117 2/11/2015 N/A 360
39 0000 Xxxxxxxxx Xxxx $ 11,100,000 116 1/11/2015 N/A 360
40 000 Xxxxxxx Xxxxxx $ 11,000,000 116 1/11/2015 N/A 324
41 Alexandria Power Center $ 10,400,000 117 2/11/2015 N/A 336
00 Xxxxxxxx Xxxxx $ 10,000,000 117 2/11/2015 N/A 360
00 Xxxxx Xxxxx $ 10,000,000 117 2/11/2015 N/A 360
44 Foods Co. $ 9,964,987 118 3/11/2015 N/A 360
45 The Reserve at Lakeshore $ 9,700,000 119 4/11/2015 N/A 360
00 X Xxx-Xxxxxx Xxxxx $ 4,977,584 115 12/11/2014 N/A 360
00 X Xxxxxxxxxx Xxxxx $ 4,479,826 115 12/11/2014 N/A 360
00 Xxxxx Xxxxx Xxxxxx Xxxxxxxx $ 9,358,250 117 2/11/2015 N/A 360
00 Xxxxx Xxxxx $ 9,000,000 117 2/11/2015 N/A 360
50 Berkshire Crossing Apartments $ 8,880,000 103 12/11/2013 N/A 360
51 Courtyard by Marriott Reno $ 8,651,455 116 1/11/2015 N/A 300
53 Greentree Village Apartments $ 8,400,000 118 3/11/2015 N/A 360
54 Arrowhead Apartments/Bluffview Townhouses $ 8,171,044 119 4/11/2015 N/A 360
00 Xxxxxxxx Xxxxxx Apartments $ 8,063,687 116 1/11/2015 N/A 000
00 XXXXXXX - XXXXXXX XXXXX & XXXXX XXXX $ 7,962,000 117 2/11/2015 N/A 000
00x Xxxxxxx - Xxxxxxx Xxxxx
00x Xxxxxxx - Xxxxx Farm Office
57 Plymouth Industrial Center $ 7,780,077 172 9/11/2019 N/A 180
59 Meridian at Orange Retail $ 7,500,000 118 3/11/2015 N/A 360
60 Lofts at Canal Walk Phase I $ 7,366,763 116 1/11/2015 X/X 000
00 Xxxxxxxxx Xxxxxxx MHP $ 6,863,182 115 12/11/2014 N/A 360
00 Xxxxxxxx Xxxxxx $ 6,569,178 56 1/11/2010 N/A 360
64 Providence Apartments $ 6,400,000 79 12/11/2011 N/A 360
65 XXXX HOSPITALITY PORTFOLIO I $ 6,172,348 57 2/11/2010 N/A 300
65a Xxxx Hospitality Hampton Inn Greenspoint
65b Xxxx Hospitality Clarion
66 Diagonal Marketplace $ 6,100,000 117 2/11/2015 N/A 360
00 Xxxxx Xxxxx Xxxxxx $ 5,969,900 115 12/11/2014 N/A 360
69 BROOKVIEW HOLDINGS PORTFOLIO $ 5,726,622 116 1/11/2015 X/X 000
00x Xxxxxxx Xxxxxxx
69b Country Aire
69c Xxxxx Mobile Manor
70 Courtyard by Marriott Monroe $ 5,692,412 119 4/11/2015 N/A 300
36 Blackhawk Trails Apartments 360 $ 69,390 196 Actual/360
37 Plaza Mayor 360 $ 65,597 79,000 Actual/360
39 0000 Xxxxxxxxx Xxxx 360 $ 61,846 75,133 Actual/360
40 000 Xxxxxxx Xxxxxx 324 $ 64,910 75,200 Actual/360
41 Alexandria Power Center 336 $ 61,117 313,627 Actual/360
00 Xxxxxxxx Xxxxx 360 $ 57,977 109,075 Actual/360
00 Xxxxx Xxxxx 360 $ 56,028 89,728 Actual/360
44 Foods Co. 357 $ 56,278 60,800 Actual/360
45 The Reserve at Lakeshore 360 $ 55,076 244 Actual/360
00 X Xxx-Xxxxxx Xxxxx 356 $ 28,108 104,584 Actual/360
00 X Xxxxxxxxxx Xxxxx 356 $ 25,297 75,086 Actual/360
00 Xxxxx Xxxxx Xxxxxx Xxxxxxxx 000 $ 53,137 187,060 Actual/360
00 Xxxxx Xxxxx 360 $ 50,538 93,972 Actual/360
50 Berkshire Crossing Apartments 360 $ 49,560 240 Actual/360
51 Courtyard by Xxxxxxxx Xxxx 000 $ 57,499 117 Actual/360
00 Xxxxxxxxx Xxxxxxx Xxxxxxxxxx 000 $ 46,541 208 Actual/360
54 Arrowhead Apartments/Bluffview Townhouses 357 $ 45,892 246 Actual/360
00 Xxxxxxxx Xxxxxx Xxxxxxxxxx 000 $ 45,535 192 Actual/360
00 XXXXXXX - XXXXXXX XXXXX & XXXXX XXXX 000 $ 45,307 ACTUAL/360
00x Xxxxxxx - Xxxxxxx Xxxxx 000,000
00x Xxxxxxx - Xxxxx Farm Office 31,792
00 Xxxxxxxx Xxxxxxxxxx Xxxxxx 172 $ 67,811 484,600 Actual/360
59 Meridian at Orange Retail 360 $ 42,584 18,861 Actual/360
60 Lofts at Canal Walk Phase I 356 $ 41,553 89 Actual/360
00 Xxxxxxxxx Xxxxxxx MHP 355 $ 39,307 361 Actual/360
00 Xxxxxxxx Xxxxxx 356 $ 36,201 144 Actual/360
64 Providence Apartments 360 $ 35,397 244 Actual/360
65 XXXX HOSPITALITY PORTFOLIO I 297 $ 40,308 ACTUAL/360
00x Xxxx Xxxxxxxxxxx Xxxxxxx Xxx Xxxxxxxxxxx 157
65b Xxxx Hospitality Clarion 220
66 Diagonal Marketplace 360 $ 33,496 36,111 Actual/360
00 Xxxxx Xxxxx Xxxxxx 355 $ 35,358 42,449 Actual/360
69 BROOKVIEW HOLDINGS PORTFOLIO 356 $ 34,216 XXXXXX/000
00x Xxxxxxx Xxxxxxx 142
69b Country Aire 105
69c Xxxxx Mobile Manor 127
70 Courtyard by Marriott Monroe 299 $ 38,558 90 Actual/360
Sch. II-6
36 Blackhawk Trails Apartments 0.02135% 11 No Yes
00 Xxxxx Xxxxx 0.02135% 11 No Yes
39 0000 Xxxxxxxxx Xxxx 0.02135% 11 No Yes
40 000 Xxxxxxx Xxxxxx 0.02135% 11 No Yes
41 Alexandria Power Center 0.02135% 11 No Yes
00 Xxxxxxxx Xxxxx 0.02135% 11 No Yes
00 Xxxxx Xxxxx 0.02135% 11 No Yes
44 Foods Co. 0.02135% 11 No Yes
45 The Reserve at Lakeshore 0.02135% 11 No Yes
00 X Xxx-Xxxxxx Xxxxx 0.02135% 11 No Yes
00 X Xxxxxxxxxx Xxxxx 0.02135% 11 No Yes
00 Xxxxx Xxxxx Xxxxxx Xxxxxxxx 0.02135% 11 No Yes
00 Xxxxx Xxxxx 0.02135% 11 No Yes
50 Berkshire Crossing Apartments 0.02135% 11 No Yes
51 Courtyard by Marriott Reno 0.02135% 11 No Yes
53 Greentree Village Apartments 0.02135% 11 No Yes
54 Arrowhead Apartments/Bluffview Townhouses 0.02135% 11 No Yes
00 Xxxxxxxx Xxxxxx Apartments 0.02135% 11 No Yes
00 XXXXXXX - XXXXXXX XXXXX & XXXXX XXXX 0.08135% 11 NO YES
00x Xxxxxxx - Xxxxxxx Xxxxx
00x Xxxxxxx - Xxxxx Xxxx Office
57 Plymouth Industrial Center 0.06135% 11 No Yes
59 Meridian at Orange Retail 0.02135% 11 No Yes
60 Lofts at Canal Walk Phase I 0.02135% 11 No Yes
00 Xxxxxxxxx Xxxxxxx MHP 0.02135% 11 No Yes
63 Pershing Pointe 0.02135% 11 No Yes
64 Providence Apartments 0.02135% 11 No Yes
65 XXXX HOSPITALITY PORTFOLIO I 0.02135% 11 NO YES
65a Xxxx Hospitality Hampton Inn Greenspoint
65b Xxxx Hospitality Clarion
66 Diagonal Marketplace 0.02135% 11 No Yes
00 Xxxxx Xxxxx Xxxxxx 0.08135% 11 No Yes
69 BROOKVIEW HOLDINGS PORTFOLIO 0.02135% 11 NO YES
69a Augusta Estates
69b Country Aire
69c Xxxxx Mobile Manor
70 Courtyard by Marriott Monroe 0.02135% 11 No Yes
00 Xxxxxxxxx Xxxxxx Xxxxxxxxxx X/X No Fee Xx 0
00 Xxxxx Xxxxx Xx Xx Xxx Xx 0
39 0000 Xxxxxxxxx Xxxx X/X No Fee No 1
40 148 Madison Avenue N/A No Fee No 1
41 Alexandria Power Center N/A No Fee No 1
00 Xxxxxxxx Xxxxx X/X No Fee No 1
43 Union Xxxxx No No Fee No 1
44 Foods Co. Yes No Fee No 1
45 The Reserve at Lakeshore N/A No Fee Xx 0
00 X Xxx-Xxxxxx Xxxxx X/X Xx Fee No 1
00 X Xxxxxxxxxx Xxxxx X/X No Fee No 1
00 Xxxxx Xxxxx Xxxxxx Xxxxxxxx X/X No Fee No 1
49 Poway Plaza No No Fee No 1
00 Xxxxxxxxx Xxxxxxxx Xxxxxxxxxx X/X No Fee No 2
51 Courtyard by Marriott Reno No No Fee Xx 0
00 Xxxxxxxxx Xxxxxxx Xxxxxxxxxx Xx Xx Fee No 2
54 Arrowhead Apartments/Bluffview Townhouses N/A No Fee No 2
00 Xxxxxxxx Xxxxxx Xxxxxxxxxx X/X No Fee No 2
56 XXXXXXX - SCIENCE PLACE & STATE FARM NO 1
56a Xxxxxxx - Science Place N/A No Fee 1
56b Xxxxxxx - State Farm Office N/A No Fee 1
57 Plymouth Industrial Center N/A No Fee No 1
59 Meridian at Orange Retail No No Fee No 1
60 Lofts at Canal Walk Phase I N/A No Fee Xx 0
00 Xxxxxxxxx Xxxxxxx XXX X/X Xx Fee No 1
63 Pershing Pointe N/A No Fee No 2
64 Providence Apartments N/A No Fee No 2
65 XXXX HOSPITALITY PORTFOLIO I NO 1
65a Xxxx Hospitality Hampton Inn Greenspoint N/A No Fee 1
65b Xxxx Hospitality Clarion N/A No Fee 1
66 Diagonal Marketplace N/A No Fee No 1
00 Xxxxx Xxxxx Xxxxxx X/X No Fee No 1
69 BROOKVIEW HOLDINGS XXXXXXXXX XX 0
00x Xxxxxxx Xxxxxxx N/A Yes Fee 2
69b Country Aire N/A Yes Fee 2
69c Xxxxx Mobile Manor N/A Yes Fee 2
70 Courtyard by Marriott Monroe N/A No Fee No 1
Sch. II-7
71 Upperclassman & Thorntree Apartments 0000 Xxxxxx Xxxxxx, 0000 Xxxxxxx Xxxxxx, 0000
Xxxxxxx Xxxxxx, 0000 Xxxxxxx Xxxxxx, and 0000
Xxxxxxxxxx Xxxxxx
00 Xxxxxxxxxx Xxxxxx 000 Xxxx Xxxx Xxxx
00 Xxxxxxxxx by Marriott Shreveport 6001 Financial Plaza
76 Courtyard by Xxxxxxxx Xxxxxxxxx 0000 Xxxxx Xxxxxxx Xxxxx Xxxx
77 Jewelers Exchange 000 0xx Xxxxxx
78 Palm Court Apartments 0000 Xxxxx Xxxxxxxx Xxxxxx
79 0000 Xxxxxxx Xxxx 0000 Xxxxxxx Xxxx
00 Xxxxxx MHP 0000 Xxxxxx Xxxxxx
82 Xxxxx Xxxxx Shopping Center 0000 Xxxxxxxx Xxxx
83 XXXXXXX XXXXXX PORTFOLIO
83a Xxxxxxx Xxxxxx Building IV 26451 Xxxxxxx Xxxxxx Parkway
83b Xxxxxxx Xxxxxx Building III 26391 Xxxxxxx Xxxxxx Parkway
00x Xxxxxxx Xxxxxx Xxxxxxxx XX 00000 Xxxxxxx Xxxxxx Parkway
84 College Station 000-000 Xxxxxxx Xxxxxxx Xxxxx
87 Sherwood MHP 0000 Xxxx Xxxxxx I
89 The Regent Apartments 000 Xxxxxxxxx Xxxx Xxxxx
90 3L Self Storage 0000 Xxxxxxx Xxxx
91 Fairfield Inn Scottsdale 00000 Xxxxx Xxxxxxxxxx Xxxx
92 Courtyard Garden Apartments 0000 Xxxxxx Xxxxxx
93 Pine Tree Village 0000 Xxxxxxxxxx Xxxx and 0000 Xxxxxxx Xxxxxxx
94 Residence Inn Shreveport Airport 0000 Xxxx Xxxxxxxxx Xxxxx
95 Deerfield Crossing Apartments 0000 Xxxxxxxxx Xxxx
96 Mill Pond Apartments 0000 Xxxx Xxxxxx Xxxx
97 2775 Shermer 0000 Xxxxxxx Xxxx
00 Xxxxxxxxx Xxxxxxx MHP 0000 Xxxxx Xxxx
00 Xxxxx Xxxx Apartments 0000-0000 Xxxx Xxxxxx
000 Xxxx Xxxxxx Xxxxxxx XX Xxxxxxx 000 at Xxxxxxxxxxxx Xxxxx
000 0000 Xxxxxxxxx Xxxxxxxx 0000 Xxxxxxxxx Xxxxxx
102 Wood Forest 0000 Xxxxxxxxxx Xxxxx
103 Islander MHP 000 Xxxxxxx Xxx Xxxxxxxxx
104 Springhill Suites Inn Lawton 0 Xxxxxxxxx Xxxxxxxxxx Xxxxx
000 Xxxxxxx Xxxxx Shopping Center 0000 Xxxxx Xxxx and 00000 Xxxxxxx Xxxx
000 Xxxxxxxxx II 000-000 Xxxxxxxxx Xxxxx
107 0000 Xxxxxxx Xxxxx 0000 Xxxxxxx Xxxxx
109 Mallard Landing Apartments 0000 Xxxx Xxxxxxxxx
000 Xxxxxxx Xxxx xx the Hill Apartments 0000 Xxxxxxx Xxxxxx (XX-00)
111 Cypress Run Plaza 13400 Xxxx'x Church Boulevard
Sch. II-8
00 Xxxxxxxxxxxxx & Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxxx XX 00000 5.7500% 5.72865% $ 5,662,500
00 Xxxxxxxxxx Xxxxxx Xxxxxx XX 00000 5.3900% 5.36865% $ 5,450,000
75 Courtyard by Marriott Shreveport Xxxxxxxxxx XX 00000 6.2700% 6.24865% $ 5,400,000
76 Courtyard by Xxxxxxxx Xxxxxxxxx Xxxxxxxxx XX 00000 6.2700% 6.24865% $ 5,400,000
00 Xxxxxxxx Xxxxxxxx Xxx Xxxxx XX 00000 5.4100% 5.38865% $ 5,200,000
00 Xxxx Xxxxx Xxxxxxxxxx Xxx Xxxxxxx XX 00000 5.2900% 5.26865% $ 4,980,000
79 0000 Xxxxxxx Xxxx Xxxxxx XX 00000 5.5200% 5.49865% $ 5,000,000
00 Xxxxxx XXX Xxxxxx XX 00000 4.8200% 4.79865% $ 5,000,000
00 Xxxxx Xxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxx XX 00000 5.7900% 5.76865% $ 4,950,000
83 XXXXXXX XXXXXX PORTFOLIO 5.3600% 5.33865% $ 4,800,000
00x Xxxxxxx Xxxxxx Xxxxxxxx XX Xxxxxxxx Xxxxxxx XX 00000
00x Xxxxxxx Xxxxxx Xxxxxxxx XXX Xxxxxxxx Xxxxxxx XX 00000
00x Xxxxxxx Xxxxxx Xxxxxxxx XX Xxxxxxxx Xxxxxxx XX 00000
00 Xxxxxxx Xxxxxxx Xxxxxxx XX 00000 5.8500% 5.82865% $ 4,800,000
00 Xxxxxxxx XXX Xxxxxxxxx XX 00000 5.2700% 5.24865% $ 4,600,000
00 Xxx Xxxxxx Xxxxxxxxxx Xxxxxxxxx XX 00000 5.8800% 5.85865% $ 4,500,000
90 3L Self Storage Xxxx Xxxxxx XX 00000 5.7000% 5.67865% $ 4,400,000
00 Xxxxxxxxx Xxx Xxxxxxxxxx Xxxxxxxxxx XX 00000 6.2700% 6.24865% $ 4,375,000
00 Xxxxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx XX 00000 5.4500% 5.42865% $ 4,350,000
00 Xxxx Xxxx Xxxxxxx Xxxxxxx XX 00000 5.4600% 5.43865% $ 4,220,000
00 Xxxxxxxxx Xxx Xxxxxxxxxx Xxxxxxx Xxxxxxxxxx XX 00000 6.2700% 6.24865% $ 4,200,000
00 Xxxxxxxxx Xxxxxxxx Xxxxxxxxxx Xxxxxxx XX 00000 5.1500% 5.08865% $ 4,050,000
00 Xxxx Xxxx Xxxxxxxxxx Xxxxxx XX 00000 5.1500% 5.08865% $ 4,050,000
97 0000 Xxxxxxx Xxxxxxxxxx XX 00000 5.8500% 5.81865% $ 4,000,000
00 Xxxxxxxxx Xxxxxxx XXX Xxxxx XX 00000 5.2800% 5.21865% $ 4,000,000
00 Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx XX 00000 5.1100% 5.08865% $ 4,000,000
000 Xxxx Xxxxxx Xxxxxxx Xxxx XX 00000 5.7500% 5.72865% $ 4,000,000
101 0000 Xxxxxxxxx Xxxxxxxx Xxxxxxx XX 00000 5.8300% 5.80865% $ 3,937,500
000 Xxxx Xxxxxx Xxxxxxxxxxx XX 00000 5.2600% 5.23865% $ 3,900,000
000 Xxxxxxxx XXX Xxxxxxxxxx Xxxxxx XX 00000 5.7500% 5.72865% $ 3,880,000
000 Xxxxxxxxxx Xxxxxx Xxx Xxxxxx Xxxxxx XX 00000 6.3900% 6.36865% $ 3,825,000
000 Xxxxxxx Xxxxx Xxxxxxxx Xxxxxx Xxxxxx XX 00000 6.3600% 6.27865% $ 3,800,000
000 Xxxxxxxxx XX Xxxx Xxxxxx XX 00000 5.7400% 5.71865% $ 3,700,000
107 0000 Xxxxxxx Xxxxx Xxxx Xxxxx XX 00000 5.5200% 5.49865% $ 3,600,000
000 Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxx XX 00000 5.2000% 5.15865% $ 3,600,000
000 Xxxxxxx Xxxx xx xxx Xxxx Xxxxxxxxxx Xxxxxxxxxxx XX 00000 5.6000% 5.57865% $ 3,525,000
000 Xxxxxxx Xxx Xxxxx Xxxxxxxxxx XX 00000 5.3500% 5.32865% $ 3,500,000
71 Upperclassman & Thorntree Apartments $ 5,622,367 113 10/11/2014 N/A 360
00 Xxxxxxxxxx Xxxxxx $ 5,450,000 115 12/11/2014 N/A 360
75 Courtyard by Marriott Shreveport $ 5,369,869 116 1/11/2015 N/A 300
76 Courtyard by Marriott Texarkana $ 5,369,869 116 1/11/2015 N/A 300
77 Jewelers Exchange $ 5,181,762 117 2/11/2015 N/A 360
78 Palm Court Apartments $ 4,980,000 118 3/11/2015 N/A 360
79 0000 Xxxxxxx Xxxx $ 4,973,267 115 12/11/2014 N/A 360
80 Reseda MHP $ 4,963,040 54 11/11/2009 N/A 360
82 Xxxxx Xxxxx Shopping Center $ 4,936,011 117 2/11/2015 N/A 300
83 XXXXXXX XXXXXX PORTFOLIO $ 4,783,021 117 2/11/2015 N/A 360
83a Xxxxxxx Xxxxxx Building IV
83b Xxxxxxx Xxxxxx Building III
00x Xxxxxxx Xxxxxx Xxxxxxxx XX
00 Xxxxxxx Xxxxxxx $ 4,757,391 236 1/11/2025 N/A 240
87 Sherwood MHP $ 4,600,000 115 12/11/2014 N/A 360
89 The Regent Apartments $ 4,500,000 117 2/11/2015 N/A 360
90 3L Self Storage $ 4,381,317 116 1/11/2015 N/A 000
00 Xxxxxxxxx Xxx Xxxxxxxxxx $ 4,350,588 116 1/11/2015 N/A 300
92 Courtyard Garden Apartments $ 4,330,643 116 1/11/2015 N/A 360
00 Xxxx Xxxx Xxxxxxx $ 4,201,257 116 1/11/2015 N/A 360
94 Residence Inn Shreveport Airport $ 4,176,565 116 1/11/2015 N/A 300
00 Xxxxxxxxx Xxxxxxxx Apartments $ 4,030,946 116 1/11/2015 N/A 360
96 Mill Pond Apartments $ 4,030,946 116 1/11/2015 N/A 360
97 2775 Xxxxxxx $ 3,994,093 119 4/11/2015 X/X 000
00 Xxxxxxxxx Xxxxxxx MHP $ 3,981,629 116 1/11/2015 N/A 360
99 River Rock Apartments $ 3,972,019 115 12/11/2014 N/A 360
000 Xxxx Xxxxxx Xxxxxxx $ 3,958,715 113 10/11/2014 N/A 300
101 3400 Bissonnet Building $ 3,933,451 119 4/11/2015 N/A 360
000 Xxxx Xxxxxx $ 3,873,493 54 11/11/2009 N/A 360
103 Islander MHP $ 3,856,032 114 11/11/2014 N/A 360
104 Springhill Suites Inn Lawton $ 3,815,262 118 3/11/2015 N/A 300
105 Preston Alpha Shopping Center $ 3,766,626 110 7/11/2014 N/A 360
106 Lakefront II $ 3,692,834 118 3/11/2015 N/A 360
107 4035 Premier Drive $ 3,589,348 118 3/11/2015 N/A 300
109 Mallard Landing Apartments $ 3,575,248 114 11/11/2014 N/A 360
110 Western View on the Hill Apartments $ 3,502,573 113 10/11/2014 N/A 360
000 Xxxxxxx Xxx Xxxxx $ 3,489,345 118 3/11/2015 N/A 300
71 Upperclassman & Thorntree Apartments 353 $ 33,045 180 Actual/360
00 Xxxxxxxxxx Xxxxxx 360 $ 30,569 36,000 Actual/360
75 Courtyard by Marriott Shreveport 296 $ 35,689 90 Actual/360
76 Courtyard by Xxxxxxxx Xxxxxxxxx 000 $ 35,689 90 Actual/360
77 Jewelers Exchange 357 $ 29,232 66,942 Actual/360
00 Xxxx Xxxxx Xxxxxxxxxx 000 $ 27,623 60 Actual/360
79 0000 Xxxxxxx Xxxx 355 $ 28,452 33,333 Actual/360
80 Reseda MHP 354 $ 26,294 108 Actual/360
82 Xxxxx Xxxxx Shopping Center 298 $ 31,261 54,654 Actual/360
83 XXXXXXX XXXXXX PORTFOLIO 357 $ 26,834 ACTUAL/360
83a Xxxxxxx Xxxxxx Building IV 30,349
83b Xxxxxxx Xxxxxx Building III 24,605
83c Xxxxxxx Xxxxxx Building II 16,564
84 College Station 236 $ 33,975 52,192 Actual/360
87 Sherwood MHP 360 $ 25,458 176 Actual/360
89 The Regent Apartments 360 $ 26,634 84 Actual/360
90 3L Self Storage 356 $ 25,538 115,475 Actual/360
00 Xxxxxxxxx Xxx Xxxxxxxxxx 296 $ 28,915 132 Actual/360
00 Xxxxxxxxx Xxxxxx Xxxxxxxxxx 000 $ 24,563 184 Actual/360
00 Xxxx Xxxx Xxxxxxx 356 $ 23,855 27,600 Actual/360
94 Residence Inn Shreveport Airport 296 $ 27,758 78 Actual/360
00 Xxxxxxxxx Xxxxxxxx Apartments 356 $ 22,114 96 Actual/360
00 Xxxx Xxxx Xxxxxxxxxx 000 $ 22,114 120 Actual/360
97 2775 Xxxxxxx 299 $ 25,407 94,016 Xxxxxx/000
00 Xxxxxxxxx Xxxxxxx MHP 356 $ 22,163 559 Actual/360
99 River Rock Apartments 354 $ 21,743 84 Actual/360
000 Xxxx Xxxxxx Xxxxxxx 293 $ 25,164 47,744 Actual/360
101 3400 Bissonnet Building 359 $ 23,179 49,505 Actual/360
000 Xxxx Xxxxxx 354 $ 21,560 152 Actual/360
103 Islander MHP 354 $ 22,643 50 Actual/360
000 Xxxxxxxxxx Xxxxxx Xxx Xxxxxx 000 $ 25,564 80 Actual/360
105 Preston Alpha Shopping Center 350 $ 23,670 33,655 Actual/360
106 Lakefront II 358 $ 21,569 52,441 Actual/360
107 0000 Xxxxxxx Xxxxx 298 $ 22,150 35,268 Actual/360
000 Xxxxxxx Xxxxxxx Xxxxxxxxxx 000 $ 19,768 96 Actual/360
110 Western View on the Hill Apartments 354 $ 20,236 118 Actual/360
000 Xxxxxxx Xxx Xxxxx 298 $ 21,181 25,000 Actual/360
Sch. II-9
71 Upperclassman & Thorntree Apartments 0.02135% 11 No Yes
00 Xxxxxxxxxx Xxxxxx 0.02135% 11 No Yes
75 Courtyard by Marriott Shreveport 0.02135% 11 No Yes
76 Courtyard by Marriott Texarkana 0.02135% 11 No Yes
77 Jewelers Exchange 0.02135% 11 No Yes
00 Xxxx Xxxxx Apartments 0.02135% 11 No Yes
79 0000 Xxxxxxx Xxxx 0.02135% 11 No Yes
80 Reseda MHP 0.02135% 11 No Yes
82 Xxxxx Xxxxx Shopping Center 0.02135% 11 No Yes
83 XXXXXXX XXXXXX PORTFOLIO 0.02135% 11 NO YES
83a Xxxxxxx Xxxxxx Building IV
83b Xxxxxxx Xxxxxx Building III
83c Xxxxxxx Xxxxxx Building II
84 College Station 0.02135% 11 No Yes
87 Sherwood MHP 0.02135% 11 No Yes
89 The Regent Apartments 0.02135% 11 No Yes
90 3L Self Storage 0.02135% 11 No Yes
91 Fairfield Inn Scottsdale 0.02135% 11 No Yes
92 Courtyard Garden Apartments 0.02135% 11 No Yes
00 Xxxx Xxxx Xxxxxxx 0.02135% 11 No Yes
94 Residence Inn Shreveport Airport 0.02135% 11 No Yes
00 Xxxxxxxxx Xxxxxxxx Apartments 0.06135% 11 No Yes
96 Mill Pond Apartments 0.06135% 11 No Yes
97 2775 Shermer 0.03135% 11 No Yes
00 Xxxxxxxxx Xxxxxxx MHP 0.06135% 11 No Yes
99 River Rock Apartments 0.02135% 11 No Yes
000 Xxxx Xxxxxx Xxxxxxx 0.02135% 11 No Yes
101 3400 Bissonnet Building 0.02135% 11 No Yes
000 Xxxx Xxxxxx 0.02135% 11 No Yes
103 Islander MHP 0.02135% 11 No Yes
000 Xxxxxxxxxx Xxxxxx Xxx Xxxxxx 0.02135% 11 No Yes
105 Preston Alpha Shopping Center 0.08135% 11 No Yes
106 Lakefront II 0.02135% 11 No Yes
107 4035 Premier Drive 0.02135% 11 No Yes
000 Xxxxxxx Xxxxxxx Apartments 0.04135% 11 No Yes
110 Western View on the Hill Apartments 0.02135% 11 No Yes
000 Xxxxxxx Xxx Xxxxx 0.02135% 11 No Yes
00 Xxxxxxxxxxxxx & Xxxxxxxxx Xxxxxxxxxx X/X No Fee No 2
00 Xxxxxxxxxx Xxxxxx X/X No Fee Yes 1
75 Courtyard by Marriott Shreveport N/A No Fee No 1
76 Courtyard by Marriott Texarkana N/A No Fee No 1
77 Jewelers Exchange Xx Xx Xxx Xx 0
00 Xxxx Xxxxx Xxxxxxxxxx Xx No Fee No 2
79 1960 Gallows Road N/A No Fee No 1
80 Reseda MHP N/A No Fee No 2
82 Xxxxx Xxxxx Shopping Center N/A No Fee Yes 1
83 XXXXXXX XXXXXX PORTFOLIO NO 1
83a Xxxxxxx Xxxxxx Building IV N/A No Leasehold 1
83b Xxxxxxx Xxxxxx Building III N/A No Leasehold 1
83c Xxxxxxx Xxxxxx Building II N/A No Leasehold 1
84 College Station N/A No Fee No 1
87 Sherwood MHP No No Fee No 2
89 The Regent Apartments No No Fee No 1
90 3L Self Storage N/A No Fee No 1
91 Fairfield Inn Scottsdale N/A No Fee Xx 0
00 Xxxxxxxxx Xxxxxx Xxxxxxxxxx X/X Xx Fee Xx 0
00 Xxxx Xxxx Xxxxxxx X/X Xx Fee No 1
00 Xxxxxxxxx Xxx Xxxxxxxxxx Xxxxxxx X/X No Fee No 1
00 Xxxxxxxxx Xxxxxxxx Xxxxxxxxxx X/X No Fee No 2
00 Xxxx Xxxx Xxxxxxxxxx X/X No Fee No 2
97 2775 Xxxxxxx X/X Xx Xxx Xx 0
00 Xxxxxxxxx Xxxxxxx MHP N/A No Fee Xx 0
00 Xxxxx Xxxx Xxxxxxxxxx X/X Xx Fee Xx 0
000 Xxxx Xxxxxx Xxxxxxx X/X Xx Fee No 1
101 3400 Bissonnet Building N/A No Fee No 1
102 Wood Forest N/A No Fee No 2
103 Islander MHP No No Fee No 1
104 Springhill Suites Inn Xxxxxx N/A No Fee No 1
105 Preston Alpha Shopping Center N/A No Fee No 1
106 Lakefront II N/A No Fee No 1
107 4035 Premier Drive N/A No Fee No 1
000 Xxxxxxx Xxxxxxx Xxxxxxxxxx X/X No Fee No 2
110 Western View on the Hill Apartments N/A No Fee No 2
000 Xxxxxxx Xxx Xxxxx X/X No Fee No 1
Sch. II-10
112 SPRINGFIELD PORTFOLIO
112a University Village 000 Xxxx Xxxxxxx Xxxxxx
112b Winch Lane Apartments 0000-0000 Xxxxx Xxxx
112c Governor Apartments 1221-1223 West Xxxxxxxx Xxxxxx
000x 420 Xxxxxxx Apartments 000 Xxxx Xxxxxxx Xxxxxx
112e 727 West Governor Apartments 000 Xxxx Xxxxxxxx Xxxxxx
113 Irongate Village Shopping Center 0000 Xxxx Xxxxxx Xxxx
000 Xxxxxxxx Plaza 0000-0000 Xxxx Xxxx Xxxx
115 Cranberry Commons 0000 Xxxxx 000
000 000-000 Xxxxx Xxxxxx 000-000 Xxxxx Xxxxxx
000 Xxx Xxxxxx Xxxx 0000 Xxx Xxxxxx
120 Regal Pointe Apartments 0000 Xxxxxxxxxx Xxxxxxxxx
000 Xxxxxxx Xxxxx 000 Xxxxxxx Xxxxx
000 Xxxxx Xxxxx Xxxxxxxx Xxxxxx 0000 Xxxxxxxxxxxx Xxxx
124 Greenbush Apartments 104 & 000 Xxxxx Xxxxxx Xxxxxx and 1013 & 0000
Xxxxxx Xxxxxx
125 South 40 RV Ranch 0000 Xxxx Xxxxxx Xxxxx Xxxx
126 3333 Beltway Place 0000 Xxxx Xxx Xxxxxxx Xxxxxxx
129 000 Xxxxxx Xxxx Xxxx 000 Xxxxxx Xxxx Xxxx
130 Food Lion Center 0000 Xxxx Xxxxxx (XX Xxxxxxx 701)
131 172 Xxxxxxx Street 000-000 Xxxxxxx Xxxxxx
000 Xxxxxxxxxx Xxxxx I 000-000 Xxxxxxxx Xxxxxxx
133 Xxxxxxx Pointe II Apartments 0000 Xxxxx Xxxxxx
134 Three Fountains Plaza 0000-0000 Xxxxx Xxxxxxx Xxxx
135 0000 Xxxxxxxxx Xxxxxxxxx 0000 Xxxxxxxxx Xxxxxxxxx
136 Windsor Lodge Apartments 00000 Xxxxxxxxx Xxxxxxxxx
000 Xxxxxxx Xxxxxxx MHP 0000 Xxxxxxxx Xxxxx Xxxx Xxxx
000 Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx 000 Xxxxx Xxxxxxx Xxxxxx
139 Hyde Park Apartments 0000 Xxxx Xxxx Xxxxxxxxx
140 Islander Apartments 0000-0000 Xxxxx Xxxxxx Xxxx
141 Buckingham Village MHC 2910 Xxx Xxxxxx Road
142 Office Depot Xxxxxxxxxxxx 000 Xxxxxxx Xxxx
143 Xxxxx Xxxxxx Apartments 0000 Xxxxxx Xxxxxx
144 000 Xxxxxxxx Xxxxx 000 Xxxxxxxx Xxxxx
145 New Britain 205, 215, 225 & 000 Xxxxx Xxxxxx
146 Webbs Plaza 000 0xx Xxxxxx Xxxxx & 000 0xx Xxxxxx Xxxxx
000 CVS Crabapple 00000 Xxxxxxxxx Xxxx
000 Xxxxxxxx Village Shopping Center 6452, 6454, and 0000-0000 Xxxxx Xxxxxxx Xxx
Sch. II-11
112 SPRINGFIELD PORTFOLIO 6.0700% 6.04865% $ 3,375,000
000x Xxxxxxxxxx Xxxxxxx Xxxxxxxxxxx XX 00000
000x Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxxxxx XX 00000
000x Xxxxxxxx Xxxxxxxxxx Xxxxxxxxxxx XX 00000
112d 000 Xxxxxxx Xxxxxxxxxx Xxxxxxxxxxx XX 00000
112e 000 Xxxx Xxxxxxxx Xxxxxxxxxx Xxxxxxxxxxx XX 00000
000 Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx XX 00000 5.7500% 5.72865% $ 3,360,000
000 Xxxxxxxx Xxxxx Xxxxxxxx XX 00000 5.4000% 5.37865% $ 3,350,000
000 Xxxxxxxxx Xxxxxxx Xxxxxxxxx Xxxxxxxx XX 00000 5.7000% 5.63865% $ 3,200,000
118 000-000 Xxxxx Xxxxxx Xxxxxxxx XX 00000 5.7400% 5.71865% $ 3,075,000
000 Xxx Xxxxxx Xxxx Xxxxxxxxxx XX 00000 5.8900% 5.86865% $ 3,000,000
000 Xxxxx Xxxxxx Xxxxxxxxxx Xxxxxxx XX 00000 5.5300% 5.50865% $ 3,000,000
000 Xxxxxxx Xxxxx Xxxxxx XX 00000 5.6400% 5.61865% $ 2,870,000
000 Xxxxx Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxx XX 00000 5.3800% 5.35865% $ 2,500,000
000 Xxxxxxxxx Xxxxxxxxxx Xxxxxxx XX 00000 5.0800% 5.05865% $ 2,500,000
000 Xxxxx 00 XX Xxxxx Xxxxxx XX 00000 5.2200% 5.19865% $ 2,400,000
126 0000 Xxxxxxx Xxxxx Xxxxxxx XX 00000 6.1500% 6.12865% $ 2,400,000
129 000 Xxxxxx Xxxx Xxxx Xxxxx Xxxx XX 00000 5.7000% 5.67865% $ 2,300,000
000 Xxxx Xxxx Xxxxxx Xxxxxx XX 00000 5.7500% 5.72865% $ 2,250,000
131 000 Xxxxxxx Xxxxxx Xxx Xxxx XX 00000 4.6700% 4.64865% $ 2,250,000
000 Xxxxxxxxxx Xxxxx X Xxxxxxxx XX 00000 5.3500% 5.26865% $ 2,200,000
000 Xxxxxxx Xxxxxx XX Xxxxxxxxxx Xxxxxxx XX 00000 5.5700% 5.54865% $ 2,150,000
000 Xxxxx Xxxxxxxxx Xxxxx Xxxx Xxxxxxxx XX 00000 5.7800% 5.75865% $ 2,080,000
135 0000 Xxxxxxxxx Xxxxxxxxx Xxx Xxxxxxx XX 00000 5.5900% 5.56865% $ 2,000,000
000 Xxxxxxx Xxxxx Xxxxxxxxxx Xxxxxxxx XX 00000 5.7200% 5.69865% $ 1,950,000
000 Xxxxxxx Xxxxxxx XXX Xxxxxxxxxx Xxxxx XX 00000 5.7400% 5.71865% $ 1,925,000
000 Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxx XX 00000 5.9300% 5.90865% $ 1,925,000
000 Xxxx Xxxx Xxxxxxxxxx Xxxxxxx XX 00000 5.7100% 5.68865% $ 1,900,000
000 Xxxxxxxx Xxxxxxxxxx Xxxxxx Xxxx XX 00000 5.6000% 5.57865% $ 1,900,000
000 Xxxxxxxxxx Xxxxxxx XXX Xxxxxxxxx Xxxx XX 00000 5.6000% 5.57865% $ 1,880,000
000 Xxxxxx Xxxxx Xxxxxxxxxxxx Xxxxxxxxxxxx XX 00000 5.4400% 5.41865% $ 1,825,000
000 Xxxxx Xxxxxx Xxxxxxxxxx Xxxxxxx Xxxx XX 00000 5.1300% 5.10865% $ 1,800,000
144 000 Xxxxxxxx Xxxxx Xxxxxx Xxxx XX 00000 6.0900% 6.06865% $ 1,750,000
000 Xxx Xxxxxxx Xxx Xxxxxxx XX 00000 5.6500% 5.62865% $ 1,615,000
000 Xxxxx Xxxxx Xxxxx Xxxxxxxxxx XX 00000 5.6500% 5.62865% $ 1,600,000
000 XXX Xxxxxxxxx Xxxxxxx XX 00000 5.4000% 5.37865% $ 1,600,000
000 Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxx XX 00000 5.5000% 5.47865% $ 1,600,000
112 SPRINGFIELD PORTFOLIO $ 3,365,912 118 3/11/2015 N/A 300
112a University Village
000x Xxxxx Xxxx Apartments
112c Governor Apartments
112d 420 Xxxxxxx Apartments
112e 727 West Governor Apartments
000 Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx $ 3,336,186 113 10/11/2014 N/A 360
000 Xxxxxxxx Xxxxx $ 3,327,839 114 11/11/2014 N/A 360
000 Xxxxxxxxx Xxxxxxx $ 3,183,491 70 3/11/2011 N/A 360
118 000-000 Xxxxx Xxxxxx $ 3,037,903 108 5/11/2014 N/A 360
000 Xxx Xxxxxx Xxxx $ 2,994,378 118 3/11/2015 N/A 360
120 Regal Pointe Apartments $ 2,986,849 80 1/11/2012 N/A 360
000 Xxxxxxx Xxxxx $ 2,855,016 115 12/11/2014 N/A 360
000 Xxxxx Xxxxx Xxxxxxxx Xxxxxx $ 2,500,000 118 3/11/2015 N/A 360
124 Greenbush Apartments $ 2,488,086 116 1/11/2015 N/A 360
000 Xxxxx 00 XX Xxxxx $ 2,383,562 54 11/11/2009 N/A 360
126 3333 Beltway Place $ 2,379,939 111 8/11/2014 N/A 360
129 000 Xxxxxx Xxxx Xxxx $ 2,295,506 119 4/11/2015 N/A 360
130 Food Lion Center $ 2,239,465 117 2/11/2015 N/A 300
131 000 Xxxxxxx Xxxxxx $ 2,232,892 78 11/11/2011 N/A 360
132 Xxxxxxxxxx Lakes I $ 2,192,205 117 2/11/2015 N/A 360
133 Xxxxxxx Pointe II Apartments $ 2,150,000 120 5/11/2015 N/A 360
000 Xxxxx Xxxxxxxxx Xxxxx $ 2,061,217 111 8/11/2014 N/A 360
135 0000 Xxxxxxxxx Xxxxxxxxx $ 1,994,152 118 3/11/2015 N/A 300
136 Windsor Lodge Apartments $ 1,941,751 118 3/11/2015 N/A 360
000 Xxxxxxx Xxxxxxx MHP $ 1,918,618 117 2/11/2015 N/A 360
138 Houston Center Office Building $ 1,913,525 114 11/11/2014 N/A 360
000 Xxxx Xxxx Apartments $ 1,890,217 115 12/11/2014 N/A 360
140 Islander Apartments $ 1,882,607 114 11/11/2014 N/A 300
141 Buckingham Village MHC $ 1,860,124 77 10/11/2011 N/A 300
142 Office Depot Murfreesboro $ 1,825,000 115 12/11/2034 12/11/2014 Interest Only
143 Xxxxx Xxxxxx Apartments $ 1,797,889 118 3/11/2015 N/A 360
144 000 Xxxxxxxx Xxxxx $ 1,744,536 119 4/11/2015 N/A 360
145 New Britain $ 1,609,563 57 2/11/2010 N/A 360
146 Webbs Plaza $ 1,593,142 117 2/11/2015 N/A 360
147 CVS Crabapple $ 1,592,814 116 1/11/2015 N/A 360
148 Columbia Village Shopping Center $ 1,591,412 116 1/11/2015 N/A 360
112 SPRINGFIELD PORTFOLIO 298 $ 21,890 ACTUAL/360
112a University Village 30
000x Xxxxx Xxxx Apartments 32
112c Governor Apartments 24
112d 420 Xxxxxxx Apartments 22
112e 727 West Governor Apartments 15
113 Irongate Village Shopping Center 353 $ 19,608 57,830 Actual/360
000 Xxxxxxxx Xxxxx 354 $ 18,811 39,530 Actual/360
000 Xxxxxxxxx Xxxxxxx 355 $ 18,573 16,750 Actual/360
118 000-000 Xxxxx Xxxxxx 348 $ 17,925 20,915 Actual/360
000 Xxx Xxxxxx Xxxx 000 $ 17,775 42,636 Actual/360
000 Xxxxx Xxxxxx Xxxxxxxxxx 000 $ 17,090 140 Actual/360
000 Xxxxxxx Xxxxx 355 $ 16,549 28,245 Actual/360
000 Xxxxx Xxxxx Xxxxxxxx Xxxxxx 360 $ 14,007 42,200 Actual/360
124 Greenbush Apartments 356 $ 13,543 74 Actual/360
000 Xxxxx 00 XX Xxxxx 354 $ 13,208 233 Actual/360
126 0000 Xxxxxxx Xxxxx 351 $ 14,621 23,631 Actual/360
129 000 Xxxxxx Xxxx Xxxx 358 $ 13,349 29,415 Actual/360
130 Food Lion Center 297 $ 14,155 49,985 Actual/360
131 000 Xxxxxxx Xxxxxx 354 $ 11,629 10,000 Actual/360
000 Xxxxxxxxxx Xxxxx I 357 $ 12,285 13,465 Actual/360
000 Xxxxxxx Xxxxxx XX Xxxxxxxxxx 000 $ 12,302 112 Actual/360
000 Xxxxx Xxxxxxxxx Xxxxx 351 $ 12,178 41,450 Actual/360
135 0000 Xxxxxxxxx Xxxxxxxxx 298 $ 12,389 18,083 Actual/360
136 Windsor Lodge Apartments 356 $ 11,343 80 Actual/360
000 Xxxxxxx Xxxxxxx MHP 357 $ 11,222 53 Actual/360
000 Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx 000 $ 11,455 50,417 Actual/360
000 Xxxx Xxxx Xxxxxxxxxx 000 $ 11,040 37 Actual/360
140 Islander Apartments 294 $ 11,781 57,689 Actual/360
000 Xxxxxxxxxx Xxxxxxx XXX 000 $ 11,657 130 Actual/360
142 Office Depot Murfreesboro Interest Only $ 8,388 19,010 Actual/360
000 Xxxxx Xxxxxx Xxxxxxxxxx 000 $ 9,806 39 Actual/360
144 000 Xxxxxxxx Xxxxx 357 $ 10,594 20,577 Actual/360
145 New Britain 357 $ 9,322 40 Actual/360
146 Webbs Plaza 356 $ 9,236 18,358 Actual/360
147 CVS Crabapple 356 $ 8,984 10,125 Actual/360
000 Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx 355 $ 9,085 14,368 Actual/360
Sch. II-12
112 SPRINGFIELD PORTFOLIO 0.02135% 11 NO YES
000x Xxxxxxxxxx Xxxxxxx X/X
000x Xxxxx Xxxx Xxxxxxxxxx X/X
112c Governor Apartments N/A
112d 420 Xxxxxxx Apartments N/A
112e 000 Xxxx Xxxxxxxx Xxxxxxxxxx X/X
000 Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx 0.02135% 11 No Yes N/A
000 Xxxxxxxx Xxxxx 0.02135% 11 No Yes N/A
000 Xxxxxxxxx Xxxxxxx 0.06135% 11 No Yes N/A
118 000-000 Xxxxx Xxxxxx 0.02135% 11 No Yes N/A
000 Xxx Xxxxxx Xxxx 0.02135% 11 No Yes N/A
120 Regal Pointe Apartments 0.02135% 11 No No N/A
000 Xxxxxxx Xxxxx 0.02135% 11 No Yes N/A
000 Xxxxx Xxxxx Shopping Center 0.02135% 11 No Yes N/A
124 Greenbush Apartments 0.02135% 11 No Yes N/A
125 South 40 RV Ranch 0.02135% 11 No Yes N/A
126 3333 Beltway Place 0.02135% 11 No Yes N/A
129 770 Middle Neck Road 0.02135% 11 No Yes N/A
130 Food Lion Center 0.02135% 11 No Yes N/A
131 000 Xxxxxxx Xxxxxx 0.02135% 11 No Yes N/A
132 Xxxxxxxxxx Lakes I 0.08135% 11 No Yes N/A
000 Xxxxxxx Xxxxxx II Apartments 0.02135% 11 No Yes N/A
000 Xxxxx Xxxxxxxxx Xxxxx 0.02135% 11 No Yes N/A
135 0000 Xxxxxxxxx Xxxxxxxxx 0.02135% 11 No Yes No
136 Windsor Lodge Apartments 0.02135% 11 No Yes N/A
000 Xxxxxxx Xxxxxxx MHP 0.02135% 11 No Yes No
138 Houston Center Office Building 0.02135% 11 No Yes N/A
000 Xxxx Xxxx Apartments 0.02135% 11 No Yes N/A
140 Islander Apartments 0.02135% 11 No Yes N/A
141 Buckingham Village MHC 0.02135% 11 No Yes N/A
142 Office Depot Murfreesboro 0.02135% 11 Yes Yes N/A
143 Xxxxx Xxxxxx Apartments 0.02135% 11 No No No
144 000 Xxxxxxxx Xxxxx 0.02135% 11 No Yes No
145 New Britain 0.02135% 11 No Yes N/A
146 Webbs Plaza 0.02135% 11 No Yes N/A
147 CVS Crabapple 0.02135% 11 No Yes N/A
148 Columbia Village Shopping Center 0.02135% 11 No Yes N/A
112 SPRINGFIELD PORTFOLIO NO 2
112a University Village Yes Fee 2
000x Xxxxx Xxxx Apartments Yes Fee 2
112c Governor Apartments Yes Fee 2
112d 420 Xxxxxxx Apartments Yes Fee 2
112e 727 West Governor Apartments Yes Fee 2
113 Irongate Village Shopping Center Yes Fee No 1
000 Xxxxxxxx Xxxxx No Fee No 1
000 Xxxxxxxxx Xxxxxxx No Fee No 1
118 000-000 Xxxxx Xxxxxx No Fee No 1
000 Xxx Xxxxxx Xxxx Yes Fee No 1
120 Regal Pointe Apartments Yes Fee No 2
121 Village Court Yes Fee No 1
123 North Plaza Shopping Center No Fee No 1
124 Greenbush Apartments No Fee No 2
125 South 40 RV Ranch No Fee No 1
126 3333 Beltway Place No Fee No 1
129 770 Middle Neck Road Yes Fee No 1
130 Food Lion Center Yes Leasehold Xx 0
000 000 Xxxxxxx Xxxxxx Xx Fee No 1
132 Xxxxxxxxxx Lakes I No Fee No 1
000 Xxxxxxx Xxxxxx II Apartments Yes Fee No 2
000 Xxxxx Xxxxxxxxx Xxxxx No Fee No 1
135 0000 Xxxxxxxxx Xxxxxxxxx Yes Fee No 1
136 Windsor Lodge Apartments Yes Fee No 2
000 Xxxxxxx Xxxxxxx MHP Yes Fee No 1
138 Houston Center Office Building Yes Fee No 1
139 Hyde Park Apartments Yes Fee No 2
140 Islander Apartments Yes Fee Xx 0
000 Xxxxxxxxxx Xxxxxxx XXX Yes Fee No 1
142 Office Depot Murfreesboro No Fee No 1
143 Xxxxx Xxxxxx Apartments No Fee No 1
144 000 Xxxxxxxx Xxxxx Yes Fee No 1
145 New Britain Yes Fee No 2
146 Webbs Plaza Yes Fee No 1
147 CVS Crabapple No Fee No 1
148 Columbia Village Shopping Center No Fee No 1
Sch. II-13
000 Xxxxxxxxxx Xxxx MHC 36100 Dockside Place
150 Montgomery Office Building 9549 Xxxxxxxxxx Road
151 Office Depot Milford 000 Xxxxxx Xxxx Xxxxx
152 1995-2001 Coney Island Avenue 0000-0000 Xxxxx Xxxxxx Xxxxxx
153 Chestnut Hill Apartments 000 Xxxxxxxxxxx Xxxx
154 Virginia Place 000 Xxxxxxxx Xxxxxx and 000 Xxxx Xxxxx Xxxxx
155 Old School Square Xxxxxx 00 Xxxxxxxxx 0xx Xxxxxx
000 Xxxxxxxxx Xxxxx Shopping Center 0000-0000 Xxxxxxxx Xxxx
157 Green Sky Retail Center 0000 Xxxxx Xxxxx Xxxxxx Xxxxx
000 Xxxxxxxx Xxxxxxx Xxxxx 0000 Xxxxxxxx Xxxxxx
159 Lake Park Colonial Apartments 0000 Xxxxxxxx Xxxxxx
160 Shady Oaks MHP 0000 Xxxxxx Xxxx
000 Xxx Xxxxx MHC Xxx Xxx Xxxxx Xxxx
000 Xxxxxx Xxxx 0000-0000 Xxxxxx Xxxx
163 000 Xxxxxxx Xxxx Xxxxxx 000-000 Xxxxxxx Xxxx Xxxxxx Xxxxx & 000-000
Xxxxxxx Xxxxxx
164 Little Turtle Apartments 0000 Xxxxxx Xxxxxx
165 Xxxxxxxxx Arms Apartments 000 Xxxxx Xxxxx
000 Xxxx Xxxx MHP 000 Xxxx Xxxx Xxxx
167 Museum Place 0000 Xxxxx Xxxxxx
168 Park Square Apartments 0000 Xxxxxxxxx Xxxxxx and 0000 Xxxxxx Xxxxxx
Sch. II-14
000 Xxxxxxxxxx Xxxx XXX Xxxx Xxxx XX 00000 5.5700% 5.54865% $ 1,560,000
000 Xxxxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxxxx XX 00000 6.0500% 6.02865% $ 1,535,000
000 Xxxxxx Xxxxx Xxxxxxx Xxxxxxx XX 00000 5.4400% 5.41865% $ 1,500,000
152 0000-0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxx XX 00000 6.3600% 6.33865% $ 1,500,000
000 Xxxxxxxx Xxxx Xxxxxxxxxx Xxxxxxxxx XX 00000 5.9000% 5.87865% $ 1,400,000
000 Xxxxxxxx Xxxxx Xxxxxxxxx XX 00000 5.9900% 5.96865% $ 1,325,000
000 Xxx Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxx XX 00000 5.6900% 5.66865% $ 1,200,000
000 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxx Xxxxx XX 00000 5.7300% 5.70865% $ 1,200,000
000 Xxxxx Xxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx XX 00000 5.5500% 5.52865% $ 1,131,000
000 Xxxxxxxx Xxxxxxx Xxxxx Xxx Xxxxxxx XX 00000 5.6300% 5.60865% $ 1,100,000
000 Xxxx Xxxx Xxxxxxxx Xxxxxxxxxx Xxxxxxxxxxxx XX 00000 5.8300% 5.80865% $ 1,100,000
000 Xxxxx Xxxx XXX Xxxxxxx XX 00000 5.7500% 5.72865% $ 1,100,000
000 Xxx Xxxxx XXX Xxxxxxx XX 00000 5.5100% 5.48865% $ 1,008,000
000 Xxxxxx Xxxx Xxxxx XX 00000 6.1500% 6.12865% $ 1,000,000
163 000 Xxxxxxx Xxxx Xxxxxx Xxxxxxx XX 00000 4.6700% 4.64865% $ 1,000,000
000 Xxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx XX 00000 5.9500% 5.92865% $ 1,000,000
000 Xxxxxxxxx Xxxx Xxxxxxxxxx Xxxxxxxxxxx XX 00000 5.9400% 5.91865% $ 900,000
000 Xxxx Xxxx XXX Xxxxxxxxx XX 00000 5.8300% 5.80865% $ 900,000
000 Xxxxxx Xxxxx Xxxxxxx XX 00000 6.0000% 5.97865% $ 750,000
000 Xxxx Xxxxxx Xxxxxxxxxx Xxxxxxx XX 00000 6.8800% 6.85865% $ 550,000
000 Xxxxxxxxxx Xxxx MHC $ 1,560,000 80 1/11/2012 N/A 360
150 Xxxxxxxxxx Office Building $ 1,526,141 116 1/11/2015 N/A 300
151 Office Depot Milford $ 1,500,000 115 12/11/2034 12/11/2014 Interest Only
152 0000-0000 Xxxxx Xxxxxx Xxxxxx $ 1,487,823 54 11/11/2009 N/A 300
000 Xxxxxxxx Xxxx Apartments $ 1,397,382 118 3/11/2015 N/A 360
000 Xxxxxxxx Xxxxx $ 1,323,678 118 3/11/2015 N/A 360
155 Old School Square Office $ 1,197,650 119 4/11/2015 N/A 360
000 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx $ 1,192,729 117 2/11/2015 N/A 300
157 Green Sky Retail Center $ 1,128,717 118 3/11/2015 N/A 360
000 Xxxxxxxx Xxxxxxx Xxxxx $ 1,097,818 118 3/11/2015 N/A 360
159 Lake Park Colonial Apartments $ 1,096,913 118 3/11/2015 N/A 300
160 Shady Oaks MHP $ 1,095,373 56 1/11/2010 N/A 360
000 Xxx Xxxxx MHC $ 1,005,947 119 4/11/2015 N/A 360
000 Xxxxxx Xxxx $ 996,101 116 1/11/2015 N/A 360
163 000 Xxxxxxx Xxxx Xxxxxx $ 992,396 78 11/11/2011 N/A 360
000 Xxxxxx Xxxxxx Apartments $ 991,335 114 11/11/2014 N/A 300
165 Xxxxxxxxx Arms Apartments $ 897,521 118 3/11/2015 N/A 000
000 Xxxx Xxxx MHP $ 897,062 57 2/11/2010 N/A 360
000 Xxxxxx Xxxxx $ 743,530 111 8/11/2014 N/A 360
000 Xxxx Xxxxxx Apartments $ 546,929 173 10/11/2019 N/A 360
000 Xxxxxxxxxx Xxxx MHC 360 $ 8,926 100 Actual/360
150 Xxxxxxxxxx Office Building 296 $ 9,937 15,300 Actual/360
151 Office Depot Milford Interest Only $ 6,894 18,000 Actual/360
152 0000-0000 Xxxxx Xxxxxx Xxxxxx 294 $ 9,997 8,000 Actual/360
000 Xxxxxxxx Xxxx Xxxxxxxxxx 000 $ 8,304 68 Actual/360
000 Xxxxxxxx Xxxxx 000 $ 7,936 9,900 Actual/360
000 Xxx Xxxxxx Xxxxxx Xxxxxx 000 $ 6,957 8,918 Actual/360
000 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx 296 $ 7,535 10,660 Actual/360
157 Green Sky Retail Center 358 $ 6,457 9,717 Actual/360
000 Xxxxxxxx Xxxxxxx Xxxxx 358 $ 6,336 8,062 Actual/360
000 Xxxx Xxxx Xxxxxxxx Xxxxxxxxxx 000 $ 6,973 54 Actual/360
160 Shady Oaks MHP 356 $ 6,419 51 Actual/360
000 Xxx Xxxxx MHC 358 $ 5,730 49 Actual/360
000 Xxxxxx Xxxx 356 $ 6,092 25,500 Actual/360
163 000 Xxxxxxx Xxxx Xxxxxx 000 $ 5,168 7,534 Actual/360
164 Little Turtle Apartments 294 $ 6,412 38 Actual/360
165 Xxxxxxxxx Arms Apartments 298 $ 5,766 30 Actual/360
166 Gold Hill MHP 357 $ 5,298 31 Actual/360
000 Xxxxxx Xxxxx 351 $ 4,497 24 Actual/360
000 Xxxx Xxxxxx Xxxxxxxxxx 000 $ 3,615 38 Actual/360
Sch. II-15
000 Xxxxxxxxxx Xxxx MHC 0.02135% 11 No Yes N/A
150 Xxxxxxxxxx Office Building 0.02135% 11 No Yes N/A
151 Office Depot Milford 0.02135% 11 Yes Yes N/A
152 1995-2001 Coney Island Avenue 0.02135% 11 No No N/A
153 Chestnut Hill Apartments 0.02135% 11 No Yes N/A
154 Virginia Place 0.02135% 11 No Yes N/A
155 Old School Square Office 0.02135% 11 No Yes N/A
000 Xxxxxxxxx Xxxxx Shopping Center 0.02135% 11 No Yes N/A
157 Green Sky Retail Center 0.02135% 11 No Yes N/A
000 Xxxxxxxx Xxxxxxx Xxxxx 0.02135% 11 No Yes N/A
159 Lake Park Colonial Apartments 0.02135% 11 No Yes N/A
160 Shady Oaks MHP 0.02135% 11 No Yes No
000 Xxx Xxxxx MHC 0.02135% 11 No Yes N/A
000 Xxxxxx Xxxx 0.02135% 11 No Yes N/A
163 000 Xxxxxxx Xxxx Xxxxxx 0.02135% 11 No Yes N/A
164 Little Turtle Apartments 0.02135% 11 No Yes N/A
165 Xxxxxxxxx Arms Apartments 0.02135% 11 No Yes N/A
166 Gold Hill MHP 0.02135% 11 No Yes Xx
000 Xxxxxx Xxxxx 0.02135% 11 No Yes N/A
000 Xxxx Xxxxxx Apartments 0.02135% 11 No Yes N/A
000 Xxxxxxxxxx Xxxx MHC Yes Fee No 2
150 Xxxxxxxxxx Office Building No Fee No 1
151 Office Depot Milford No Fee No 1
152 1995-2001 Coney Island Avenue Yes Fee No 2
153 Chestnut Hill Apartments Yes Fee No 2
154 Virginia Place No Fee No 1
155 Old School Square Office Yes Fee No 1
000 Xxxxxxxxx Xxxxx Shopping Center Yes Fee No 1
157 Green Sky Retail Center Yes Fee No 1
000 Xxxxxxxx Xxxxxxx Xxxxx Yes Leasehold No 1
159 Lake Park Colonial Apartments Yes Fee No 2
160 Shady Oaks MHP Yes Fee No 1
000 Xxx Xxxxx MHC Yes Fee No 2
000 Xxxxxx Xxxx No Fee Xx 0
000 000 Xxxxxxx Xxxx Xxxxxx Xx Fee No 1
164 Little Turtle Apartments Yes Fee No 2
165 Xxxxxxxxx Arms Apartments Yes Fee No 2
166 Gold Hill MHP Yes Fee No 1
167 Museum Place Yes Fee No 2
168 Park Square Apartments Yes Fee No 2
Sch. II-16
SCHEDULE III
MORTGAGE LOANS CONSTITUTING MORTGAGE GROUPS
MORTGAGE
GROUP: PROPERTY/PORTFOLIO NAME(S):
-------- ---------------------------
1. Spectrum Portfolio (SP - 414 North Orleans, SP - 820 North Orleans,
SP - 350 North LaSalle, SP - 311 West Superior, SP - 000 Xxxx Xxxx,
xxx XX - 000 Xxxxx Xxxxxxx)
2. Yorktown Apartments and Bluffs of Berkshire Apartments
3. Bexley at Lake Xxxxxx and Xxxxxxx Kings Crossing V
4. Newport Apartments, Sunchase Apartments and Benchmark Apartments
5. Tri-Valley Plaza and Cottonwood Plaza
Sch. III-1
SCHEDULE IV
MORTGAGE LOANS WITH LOST NOTES
None.
Sch. IV-1
SCHEDULE V
EXCEPTIONS TO SELLER'S
REPRESENTATIONS AND WARRANTIES
Reference is made to the Representations and Warranties set forth in
EXHIBIT A attached hereto corresponding to the paragraph numbers set forth
below:
REPRESENTATION NO. (v):
In the case of the Mortgage Loan identified as Xxxxx Xxxxxx Apartments, the
Mortgage Property was approved and a certificate of occupancy issued for
thirty-six (36) units. However, the Mortgage Property contains thirty-nine (39)
units, because the additional three (3) units were created after the certificate
of occupancy was issued. Thus, at least three (3) units and potentially as many
as six (6) units either do not have a certificate of occupancy or do not have a
valid certificate of occupancy. Law and ordinance insurance has been obtained
for the affected units.
REPRESENTATION NO. (xxiii):
In the case of the Mortgage Loan identified as Foods Co., the Foods Co.
lease is based on a triple-net structure. The tenant is under an unconditional
obligation to pay rent under such lease, the result of which is that the related
Borrower is not under any obligation to provide rental loss insurance (the
tenant maintains rental loss insurance for 12 months).
REPRESENTATION NO. (xxvii):
In the case of the Mortgage Loan identified as Woodland Plaza, a drywell
located on the related Mortgaged Property has been contaminated by an adjacent
property owner who has been found to wash its petroleum and solvent residues
onto the Mortgaged Property. This issue has been mitigated by mortgagee
requiring Borrower to provide mortgagee within sixty (60) days of the closing of
the Mortgage Loan evidence of the following: (i) written notice to the adjacent
owner identifying the condition and requesting that the adjacent owner take all
necessary steps to report, clean up and correct the condition; and (ii) written
notice from Borrower or the adjacent property owner to the appropriate state
agency, advising them of the condition. Borrower has further covenanted to
deliver to mortgagee any notices or material information that are obtained as a
result of the notices described herein.
REPRESENTATION NO. (xxviii):
In the case of the Mortgage Loans known as 6200 Xxxxxxx Apartments,
Benchmark Apartment, Berkshire Crossing Apartments, Bluffs of Berkshire
Apartments, Indigo on Forest Apartments, Newport Apartments, Providence
Apartments, Sunchase Apartments and Yorktown Apartments, the due on sale
provision has been modified so as to accommodate the mezzanine indebtedness, but
any foreclosure of the pledged partnership of membership interest or rights to
distributions from the related Borrower must be undertaken consistent with the
requirements of the intercreditor agreement with mortgagee.
Sch. V-1
In the case of the Mortgage Loans identified as Deerfield Crossing
Apartments, Mallard Landing Apartments, Mill Pond Apartments and Windsor Place
Apartments, the related Mortgage Loan Documents permit a one-time transfer of
the related Mortgaged Property from the Borrower to an affiliate thereof,
subject to the assumption of the Mortgage Loan by the affiliated buyer and the
satisfaction of certain conditions specified in the Mortgage Loan Documents,
including that (i) the existing members of Borrower have substantially the same
percentage ownership interests in the affiliate buyer or the ownership of the
affiliate buyer shall otherwise be acceptable to mortgagee in its sole
discretion and (ii) Xxxxxx-Xxxxxxxxx Partners Ltd. (the manager of the related
Mortgaged Property as of origination) or an affiliate remains responsible for
the management and control of such Mortgaged Property and of the affiliate
buyer.
REPRESENTATION NO. (xxxvii):
In the case of the Mortgage Loan identified as Southlake Pavilion I & II,
the related Mortgage Loan Documents do not initially require that the related
Borrower be a Single-Purpose Entity, but do require a roll-up into a
Single-Purpose Entity on or before January 31, 2006. The Borrowers include
individuals, a California limited liability company, the trustees of a family
planning trust, and a single purpose California limited liability company.
In the case of the Mortgage Loan identified as Office Depot Shopping
Center, Borrower's organizational documents do not contain required
"single-purpose entity" provisions but limitations on the activities of Borrower
and separateness provisions were incorporated into the organizational documents
of the general partner who is given complete control of the Borrower. Borrower
is also subject to various "single-purpose entity" covenants which are contained
in the related Mortgage Loan Documents. Furthermore, Borrower is permitted in
addition to the Mortgaged Property to be the fee simple owner of certain
additional real property and related improvements (collectively, the "Other
Property"):
Property Estimated Value Current Debt
-------- --------------- ------------
Single Tenant NTW Store $ 1,000,000.00 $ 200,000.00
Single Tenant Merchants Tire Store $ 1,000,000.00 $ 0.00
160,000 sq. ft. Single Tenant
Burlington Coat Factory on 13 acres $ 2,000,000.00 $ 0.00
Four acres of land in which Borrower
owns 1/2 of joint venture $ 500,000.00 $ 0.00
30 acres of vacant land
to be used for condominium
project at Montpelier Hills $ 750,000.00 $ 0.00
Sch. V-2
Borrower shall be permitted to maintain its ownership interest in the Other
Property during the term of the Loan and may incur (i) unsecured trade and
operational debt in the ordinary course of business for the operation of the
Other Property and (ii) indebtedness secured by the individual properties
comprising the Other Property in an amount not to exceed the current debt
attributable to such property as set forth in the table above without being
deemed to be in violation of the "single-purpose entity" covenants.
In the case of the Mortgage Loan identified as Union Xxxxx, the related
Mortgage Loan Documents do not require that the related Borrower be a
Single-Purpose Entity, but the Borrower may transfer the Mortgaged Property into
one or two Single-Purpose Entities. Failure to so transfer the Mortgaged
Property does not constitute a default. The Borrowers are co-trustees of two
separate California estate trusts.
REPRESENTATION NO. (xl):
In the case of the Mortgage Loan identified as 2775 Xxxxxxx, the Borrower's
monthly tax impounds will include any other property that constitutes the same
tax parcel of that the Mortgaged Property is a part, as a tax split takes effect
on the day the condominium declaration is filed, but separate tax numbers are
not issued for two years.
In the case of the Mortgage Loan identified as 0000 Xxxxxxx Xxxxx, the
Mortgaged Property is currently taxed together with an adjacent property. The
Mortgaged Property and the adjacent property consist of one building separated
by a party wall (covered by a party wall agreement). Borrower is in the process
of requesting that the Mortgaged Property be assessed and taxed as a separate
parcel. Mortgagee has established a $36,761 escrow reserve in this regard.
In the case of the Mortgage Loan identified as Plymouth Industrial Center,
the related Mortgaged Property is part but not all of a tax lot. A separate tax
lot application has been made for each condominium unit; the entire tax lot's
assessments are taken into account in calculating the impound account deposits.
REPRESENTATION NO. (xlvii):
In the case of the Mortgage Loan identified as Xxxxxxx - Science Place and
State Farm, in the event of a casualty affecting in excess of 60% of the value
of any one of the individual Mortgaged Properties, that particular Mortgaged
Property may be released from the lien of the related Mortgage provided that no
default exists under the related Mortgage Loan Documents and the Borrower pays
to lender an amount equal to the greater of (a) the insurance proceeds for such
casualty or (b) the allocated loan amount of that particular Mortgaged Property.
REPRESENTATION NO. (l):
In the case of the Mortgage Loan identified as Southlake Pavilion I & II,
Xxxxxx, Inc. has filed for protection under Chapter 11 of the U.S. Bankruptcy
Code as of November, 2004.
Sch. V-3
REPRESENTATION NO. (li):
In the case of the Mortgage Loan identified as Providence Apartments, the
Mortgaged Property is nonconforming as to parking as it is deficient 41 spaces.
There is adequate space at the site to restripe to add the additional spaces
required to bring the Mortgaged Property into conformity.
In the case of the Mortgage Loan identified as Indigo on Forest Apartments,
the Mortgaged Property is nonconforming as to parking as it is deficient 31
spaces on Tract 1, 17 spaces on Tract 2 and 16 spaces on Tract 3. There is
adequate space at the site to restripe, reconfigure and repave to add the
additional spaces required to bring the Mortgaged Property into conformity.
In the case of the Mortgage Loan identified as Newport Apartments, the
Mortgaged Property is nonconforming as to parking as it is deficient 18 spaces.
There is adequate space at the site to restripe to add the additional spaces
required to bring the Mortgaged Property into conformity.
Sch. V-4
EXHIBIT A
REPRESENTATIONS AND WARRANTIES
REGARDING THE MORTGAGE LOANS
For purposes of these representations and warranties, the phrase "to
the knowledge of Seller" or "to Seller's knowledge" shall mean, except where
otherwise expressly set forth below, the actual state of knowledge of Seller or
any servicer acting on its behalf regarding the matters referred to, in each
case without having conducted any independent inquiry or due diligence with
respect to such matters and without any actual or implied obligation to make
such inquiry or perform such due diligence, other than making such inquiry or
performing such due diligence as would be customarily performed by prudent
commercial or multifamily mortgage lenders or servicers (as the case may be)
with respect to similar mortgage loans or mortgaged properties. All information
contained in documents which are part of or required to be part of a Mortgage
File shall be deemed to be within the knowledge of Seller. Wherever there is a
reference to receipt by, or possession of, Seller of any information or
documents, or to any action taken by Seller or not taken by Seller, such
reference shall include the receipt or possession of such information or
documents by, or the taking of such action or the not taking of such action by,
either Seller or any servicer acting on its behalf.
Seller hereby represents and warrants, subject to the exceptions set
forth in the Exception Report annexed to this Agreement as SCHEDULE V, with
respect to the Mortgage Loans that as of the date hereinbelow specified or, if
no such date is specified, as of the date of this Agreement:
(i) Immediately prior to the sale, transfer and assignment to
Depositor, no Note or Mortgage was subject to any assignment (other than
assignments which show a complete chain of assignment to Seller), participation
or pledge, and Seller had good and marketable title to, and was the sole owner
of, the related Mortgage Loan;
(ii) Each Mortgage Loan was:
(A) originated by a savings and loan association, savings bank,
commercial bank, credit union, or insurance company, which is
supervised and examined by a Federal or State authority, or by a
mortgagee approved by the Secretary of Housing and Urban
Development pursuant to Sections 203 and 211 of the National
Housing Act (any of the foregoing, including Seller, a "Qualified
Originator");
(B) if originated by a person which is not a Qualified Originator
(any such person, a "NON-QUALIFIED ORIGINATOR"), then:
1. such Mortgage Loan was underwritten in accordance with
standards established by a Qualified Originator, using
application forms and related credit documents approved
by the Qualified Originator;
Exh. A-1
2. the Qualified Originator approved each application and
related credit documents before a commitment by the
Non-Qualified Originator was issued, and no such
commitment was issued until the Qualified Originator
agreed to fund such Mortgage Loan;
3. the Mortgage Loan was originated by the Non-Qualified
Originator pursuant to an ongoing, standing relationship
with the Qualified Originator; and
4. the closing documents for the Mortgage Loan were prepared
on forms approved by the Qualified Originator, and,
pursuant to the Non-Qualified Originator's ongoing,
standing relationship with the Qualified Originator,
either:
(x) such closing documents reflect the Qualified
Originator as the original mortgagee, and such
Mortgage Loan was actually funded by the
Qualified Originator at the closing thereof;
(y) such closing documents reflect the Non-Qualified
Originator as the original mortgagee, but include
assignment documents executed by the
Non-Qualified Originator in favor of the
Qualified Originator at the time of the closing
of the Mortgage Loan, reflecting the Qualified
Originator as the successor and assign to the
Non-Qualified Originator, and the Mortgage Loan
was funded initially by the Non-Qualified
Originator at the closing thereof and then
acquired by the Qualified Originator from such
Non-Qualified Originator; or
(z) such closing documents reflect the Non-Qualified
Originator as the original mortgagee, but include
assignment documents executed by the
Non-Qualified Originator in favor of the
Qualified Originator at the time of the closing
of the Mortgage Loan, reflecting the Qualified
Originator as the successor and assign to the
Non-Qualified Originator, and the Mortgage Loan
was funded initially by the Qualified Originator
at the closing thereof and then acquired by the
Qualified Originator from such Non-Qualified
Originator; or
(C) originated by a Qualified Originator or an officer of a Qualified
Originator provided a certificate to the effect that such
Mortgage Loan was originated using the same procedures that
Seller used as a Qualified Originator.
Exh. A-2
(iii) Seller has full right and authority to sell, assign and
transfer such Mortgage Loan and the assignment to Depositor constitutes a legal,
valid and binding assignment of such Mortgage Loan;
(iv) Seller is transferring such Mortgage Loan free and clear of
any and all liens, pledges, charges or any other interests or security interests
of any nature encumbering such Mortgage Loan, except for interests in servicing
rights created or granted under the Pooling and Servicing Agreement,
subservicing agreements and/or servicing rights purchase agreements being
executed and delivered in connection herewith;
(v) To Seller's knowledge, based on the related Borrower's
representations and covenants in the related Mortgage Loan Documents and such
other due diligence as a reasonably prudent commercial mortgage lender would
deem appropriate, the Borrower, lessee and/or operator was in possession of all
licenses, permits, and authorizations then required for use of the Mortgaged
Property which were valid and in full force and effect as of the origination
date and, to Seller's actual knowledge, such licenses, permits and
authorizations are still valid and in full force and effect;
(vi) Each related Note, Mortgage, Assignment of Leases (if any)
and other agreement executed by or for the benefit of the related Borrower, any
guarantor or their successors or assigns in connection with such Mortgage Loan
is the legal, valid and binding obligation of the related Borrower, enforceable
in accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws affecting the
enforcement of creditors' rights or by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at
law); and there is no right of offset, rescission, abatement or diminution or
valid defense or counterclaim available to the related Borrower with respect to
such Note, Mortgage, Assignment of Leases and other agreements, except as the
enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws affecting the enforcement of creditors' rights or by
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law);
(vii) The Mortgage File contains an Assignment of Leases, either
as a separate instrument or incorporated into the related Mortgage. Each related
Assignment of Leases creates a valid first priority collateral assignment of, or
a valid first priority lien or security interest in, certain rights under the
related lease or leases, subject only to a license granted to the related
Borrower to exercise certain rights and to perform certain obligations of the
lessor under such lease or leases, including the right to operate the related
leased property, except as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting the enforcement
of creditors' rights or by general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law); no
person other than the related Borrower owns any interest in any payments due
under such lease or leases that is superior to or of equal priority with the
lender's interest therein;
(viii) Each related assignment of Mortgage from Seller to the Trustee
and related assignment of the Assignment of Leases, if the Assignment of Leases
is a separate document from the Mortgage, is in recordable form (but for the
insertion of the name and
Exh. A-3
address of the assignee and any related recording information, which is not yet
available to Seller), and such assignments and any assignment of any other
agreement executed by or for the benefit of the related Borrower, any guarantor
or their successors or assigns in connection with such Mortgage Loan from Seller
to the Trustee constitutes the legal, valid and binding assignment from Seller
to the Trustee, except as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, liquidation, receivership, moratorium or other laws
relating to or affecting the enforcement of creditors' rights or by general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law);
(ix) Since origination (A) except as set forth in the related
Mortgage File, such Mortgage Loan has not been modified, altered, satisfied,
canceled, subordinated or rescinded in whole or in part and (B) each related
Mortgaged Property has not been released, in whole or in part, from the lien of
the related Mortgage in any manner which materially interferes with the security
intended to be provided by such Mortgage;
(x) Each related Mortgage is a valid and enforceable first lien
on the related Mortgaged Property (subject to Permitted Encumbrances (as defined
below)), except as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting the enforcement
of creditors' rights or by general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law), and
except that, in the case of each of the CBA Mortgage Loans, respectively, the
related Mortgage encumbering the related Mortgaged Property also secures one or
more other mortgage loans; and such Mortgaged Property is free and clear of any
mechanics' and materialmen's liens which are prior to or equal with the lien of
the related Mortgage, except those which are insured against by a lender's title
insurance policy (as described below). A UCC Financing Statement has been filed
and/or recorded (or sent for filing or recording) in all places necessary to
perfect a valid security interest in the personal property necessary to operate
the Mortgaged Property as currently operated; and such security interest is a
first priority security interest, subject to any prior purchase money security
interest in such personal property, any personal property leases applicable to
such personal property and any other security interest in such personal property
which do not, individually or in the aggregate, materially interfere with the
security intended to be provided for such Mortgage Loan. Any security agreement,
chattel mortgage or equivalent document related to and delivered in connection
with the Mortgage Loan establishes and creates a valid and enforceable lien on
the property described therein, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws affecting the
enforcement of creditors' rights or by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at
law). In the case of any Mortgage Loan secured by a hotel, the related loan
documents contain such provisions as are necessary and UCC Financing Statements
have been filed as necessary, in each case, to perfect a valid first priority
security interest in the related operating revenues with respect to such
Mortgaged Property. Notwithstanding the foregoing, no representation is made as
to the perfection of any security interest in rent, operating revenues or other
personal property to the extent that possession or control of such items or
actions other than the filing of UCC Financing Statements are required in order
to effect such perfection;
(xi) Seller has not taken any action that would cause the
representations and warranties made by the related Borrower in the related
Mortgage Loan Documents not to be true;
Exh. A-4
(xii) Seller has no knowledge that the material representations
and warranties made by the related Borrower in the related Mortgage Loan
Documents are not true in any material respect;
(xiii) The lien of each related Mortgage is a first priority lien
on the fee or leasehold interest of the related Borrower in the principal amount
of such Mortgage Loan or allocated loan amount of the portions of the Mortgaged
Property covered thereby (as set forth in the related Mortgage) after all
advances of principal and is insured by an ALTA lender's title insurance policy
(except that if such policy is yet to be issued, such insurance may be evidenced
by a "marked up" pro forma policy or title commitment in either case marked as
binding and countersigned by the title company or its authorized agent, either
on its face or by an acknowledged closing instruction or escrow letter), or its
equivalent as adopted in the applicable jurisdiction, insuring the named
mortgagee and its successors and assigns (as sole insured) as to such lien,
subject only to (A) the lien of current real property taxes, water charges,
sewer rents and assessments not yet delinquent or accruing interest or
penalties, (B) covenants, conditions and restrictions, rights of way, easements
and other matters of public record, none of which, individually or in the
aggregate, materially interferes with the current use of the Mortgaged Property
or the security intended to be provided by such Mortgage or with the Borrower's
ability to pay its obligations when they become due or the value of the
Mortgaged Property, (C) the exceptions (general and specific) and exclusions set
forth in such policy, none of which, individually or in the aggregate,
materially interferes with the current general use of the Mortgaged Property or
materially interferes with the security intended to be provided by such Mortgage
or with the related Borrower's ability to pay its obligations when they become
due or the value of the Mortgaged Property, (D) the rights of tenants, as
tenants only, under leases, including subleases, pertaining to the related
Mortgaged Property, (E) if the related Mortgage Loan is cross-collateralized
with any other Mortgage Loan, the lien of the mortgage instrument for that other
Mortgage Loan and (F) if the related Mortgaged Property is a unit in a
condominium, the related condominium declaration (ITEMS (A), (B), (C), (D), (E)
and (F) collectively, "PERMITTED ENCUMBRANCES"), and except that, in the case of
each of the CBA Mortgage Loans, respectively, the related Mortgage encumbering
the related Mortgaged Property also secures one or more other mortgage loans;
and with respect to each Mortgage Loan, such Permitted Encumbrances do not,
individually or in the aggregate, materially interfere with the security
intended to be provided by the related Mortgage, the current principal use of
the related Mortgaged Property or the current ability of the related Mortgaged
Property to generate income sufficient to service such Mortgage Loan; the
premium for such policy was paid in full; such policy (or if it is yet to be
issued, the coverage to be afforded thereby) is issued by a title insurance
company licensed to issue policies in the state in which the related Mortgaged
Property is located (unless such state is Iowa) and is assignable (with the
related Mortgage Loan) to Depositor and the Trustee without the consent of or
any notification to the insurer, and is in full force and effect upon the
consummation of the transactions contemplated by this Agreement; no claims have
been made under such policy and Seller has not undertaken any action or omitted
to take any action, and has no knowledge of any such act or omission, which
would impair or diminish the coverage of such policy;
(xiv) The proceeds of such Mortgage Loan have been fully disbursed
and there is no requirement for future advances thereunder, and no future
advances have been made which are not reflected in the related Mortgage File;
Exh. A-5
(xv) Except as set forth in a property inspection report or
engineering report prepared in connection with the origination of the Mortgage
Loan, as of the later of the date of origination of such Mortgage Loan or the
most recent inspection of the related Mortgaged Property by Seller, as
applicable, and to the knowledge of Seller as of the date hereof, each related
Mortgaged Property is free of any material damage that would affect materially
and adversely the use or value of such Mortgaged Property as security for the
Mortgage Loan (normal wear and tear excepted). If any of the inspection or
engineering reports referred to above in this paragraph (xv) revealed any
immediate repair items, then one of the following is true: (A) the repairs
and/or maintenance necessary to correct such condition have been completed in
all material respects; (B) an escrow of funds is required or a letter of credit
was obtained in an amount reasonably estimated to be sufficient to complete the
repairs and/or maintenance necessary to correct such condition; or (C) the
reasonable estimation at the time of origination of the Mortgage Loan of the
cost to complete the repairs and/or maintenance necessary to correct such
condition represented no more than the greater of (1) $50,000 and (2) 2% of the
value of the related Mortgaged Property as reflected in an appraisal conducted
in connection with the origination of the subject Mortgage Loan; as of the
closing date for each Mortgage Loan and, to Seller's knowledge, as of the date
hereof, there is no proceeding pending for the total or partial condemnation of
such Mortgaged Property that would have a material adverse effect on the use or
value of the Mortgaged Property;
(xvi) Seller has inspected or caused to be inspected each related
Mortgaged Property within the past twelve months, or the originator of the
Mortgage Loan inspected or caused to be inspected each related Mortgaged
Property within three months of origination of the Mortgage Loan;
(xvii) No Mortgage Loan has a shared appreciation feature, any
other contingent interest feature or a negative amortization feature other than
the ARD Loans which may have negative amortization from and after the related
Anticipated Repayment Date;
(xviii) Each Mortgage Loan is a whole loan, and neither the Mortgage
Loan nor the related Mortgage Loan Documents create or grant an equity
participation to the lender or any other party;
(xix) The Mortgage Rate (exclusive of any default interest, late
charges, or prepayment premiums) of such Mortgage Loan complied as of the date
of origination with, or was exempt from, applicable state or federal laws,
regulations and other requirements pertaining to usury. Except to the extent any
noncompliance did not materially and adversely affect the value of the related
Mortgaged Property, the security provided by the Mortgage or the related
Borrower's operations at the related Mortgaged Property, any and all other
requirements of any federal, state or local laws, including, without limitation,
truth-in-lending, real estate settlement procedures, equal credit opportunity or
disclosure laws, applicable to such Mortgage Loan have been complied with as of
the date of origination of such Mortgage Loan;
(xx) Neither Seller nor, to Seller's knowledge, any originator,
committed any fraudulent acts during the origination process of any Mortgage
Loan and the origination, servicing and collection of each Mortgage Loan is in
all respects legal, proper and prudent in accordance with customary commercial
mortgage lending standards, and no other person has
Exh. A-6
been granted or conveyed the right to service the Mortgage Loans or receive any
consideration in connection therewith, except as provided in the Pooling and
Servicing Agreement or any permitted subservicing agreements and/or servicing
rights purchase agreements being executed and delivered in connection therewith;
(xxi) All taxes and governmental assessments that became due and
owing prior to the date hereof with respect to each related Mortgaged Property
and that are or may become a lien of priority equal to or higher than the lien
of the related Mortgage have been paid or an escrow of funds has been
established and such escrow (including all escrow payments required to be made
prior to the delinquency of such taxes and assessments) is sufficient to cover
the payment of such taxes and assessments;
(xxii) All escrow deposits and payments required pursuant to each
Mortgage Loan are in the possession, or under the control, of Seller or its
agent and there are no deficiencies (subject to any applicable grace or cure
periods) in connection therewith, all such escrows and deposits are being
conveyed by Seller to Depositor and identified as such with appropriate detail,
and any and all requirements for the disbursement of any such escrows that have
been disbursed on or prior to the date hereof have been complied with in all
material respects;
(xxiii) Each related Mortgaged Property is insured by a fire and
extended perils insurance policy, issued by an insurer meeting the requirements
of the Pooling and Servicing Agreement, in an amount not less than the lesser of
the principal amount of the related Mortgage Loan and the replacement cost (with
no deduction for physical depreciation) and not less than the amount necessary
to avoid the operation of any co-insurance provisions with respect to the
related Mortgaged Property; each related Mortgaged Property is also covered by
business interruption or rental loss insurance which covers a period of not less
than 12 months and comprehensive general liability insurance in amounts
generally required by prudent commercial mortgage lenders for similar
properties; all Mortgaged Properties in California or in a seismic zone 4 or 5
have had a seismic assessment done and earthquake insurance was obtained to the
extent any such Mortgaged Property has a probable maximum loss in the event of
an earthquake of greater than twenty percent (20%) of the replacement value of
the related improvements; if the Mortgaged Property for any Mortgage Loan is
located within Florida or within 25 miles of the coast of North Carolina, South
Carolina, Georgia, Alabama, Mississippi, Louisiana or Texas, then, such
Mortgaged Property is insured by windstorm insurance in an amount at least equal
to the lesser of (i) the outstanding principal balance of such Mortgage Loan and
(ii) 100% of the insurable replacement cost of the improvements located on the
related Mortgaged Property; the Mortgaged Properties securing all of the
Mortgage Loans having a Cut-off Date Principal Balance in excess of $3,000,000
have, as of the date hereof, insurance policies in place with respect to acts of
terrorism or damage related thereto (excluding acts involving nuclear,
biological or chemical terrorism), except any such Mortgage Loans that are
listed on the applicable Exception Report. All premiums on such insurance
policies required to be paid as of the date hereof have been paid; such
insurance policies or the related insurance certificates require prior notice to
the insured of reduction in coverage, termination or cancellation, and no such
notice has been received by Seller; such insurance names the lender under the
Mortgage Loan and its successors and assigns as a named or additional insured;
each related Mortgage Loan obligates the related Borrower to maintain all such
insurance and, at such Borrower's
Exh. A-7
failure to do so, authorizes the lender to maintain such insurance at the
Borrower's cost and expense and to seek reimbursement therefor from such
Borrower;
(xxiv) There is no monetary default, breach, violation or event of
acceleration existing under the related Mortgage Loan. To Seller's knowledge,
there is no (A) non-monetary default, breach, violation or event of acceleration
existing under the related Mortgage Loan or (B) event (other than payments due
but not yet delinquent) which, with the passage of time or with notice and the
expiration of any grace or cure period, would constitute a default, breach,
violation or event of acceleration, which default, breach, violation or event of
acceleration, in the case of either (A) or (B), would materially and adversely
affect the use or value of the Mortgage Loan or the related Mortgaged Property.
Notwithstanding the foregoing, this representation and warranty does not address
or otherwise cover any default, breach, violation or event of acceleration that
specifically pertains to any matter otherwise covered by any other
representation or warranty made by Seller elsewhere in this EXHIBIT A or the
Exception Report;
(xxv) No Mortgage Loan has been more than 30 days delinquent in
making required payments since origination and as of the Cut-off Date no
Mortgage Loan is 30 or more days delinquent in making required payments;
(xxvi) (A) Each related Mortgage contains provisions so as to
render the rights and remedies of the holder thereof adequate for the practical
realization against the Mortgaged Property of the principal benefits of the
security, including realization by judicial or, if applicable, non-judicial
foreclosure or, subject to applicable state law requirements, appointment of a
receiver, and (B) there is no exemption available to the Borrower which would
interfere with such right to foreclose, except, in the case of either (A) or
(B), as the enforcement of the Mortgage may be limited by bankruptcy,
insolvency, reorganization, moratorium, redemption or other laws affecting the
enforcement of creditors' rights or by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at
law). No Borrower is a debtor in a state or federal bankruptcy or insolvency
proceeding;
(xxvii) At origination, each Borrower represented and warranted in
all material respects that to its knowledge, except as set forth in certain
environmental reports and, except as commonly used in the operation and
maintenance of properties of similar kind and nature to the Mortgaged Property,
in accordance with prudent management practices and applicable law, and in a
manner that does not result in any contamination of the Mortgaged Property, it
has not used, caused or permitted to exist and will not use, cause or permit to
exist on the related Mortgaged Property any hazardous materials in any manner
which violates federal, state or local laws, ordinances, regulations, orders,
directives or policies governing the use, storage, treatment, transportation,
manufacture, refinement, handling, production or disposal of hazardous materials
or other environmental laws; and the related Borrower agreed to indemnify,
defend and hold the mortgagee and its successors and assigns harmless from and
against losses, liabilities, damages, injuries, penalties, fines, expenses, and
claims of any kind whatsoever (including attorneys' fees and costs) paid,
incurred or suffered by, or asserted against, any such party resulting from a
breach of the foregoing representations, warranties or covenants given by the
Borrower in connection with such Mortgage Loan. A Phase I environmental report
(or, with respect to residential cooperative loans with an original principal
balance of $350,000 or less, a transaction screen meeting ASTM standards) and,
with respect to certain Mortgage Loans, a Phase II
Exh. A-8
environmental report was conducted by a reputable independent environmental
consulting firm in connection with such Mortgage Loan, which report (or
transaction screen) did not indicate any material non-compliance with applicable
environmental laws or material existence of hazardous materials or, if any
material non-compliance or material existence of hazardous materials was
indicated in any such report (or transaction screen), then at least one of the
following statements is true: (A) funds reasonably estimated to be sufficient to
cover the cost to cure any material non-compliance with applicable environmental
laws or material existence of hazardous materials have been escrowed by the
related Borrower and held by the related mortgagee; (B) if the environmental
report recommended an operations and maintenance plan, but not any material
expenditure of funds, an operations and maintenance plan has been required to be
obtained by the related Borrower; (C) the environmental condition identified in
the related environmental report was remediated or abated in all material
respects prior to the date hereof; (D) a no further action or closure letter was
obtained from the applicable governmental regulatory authority (or the
environmental issue affecting the related Mortgaged Property was otherwise
listed by such governmental authority as "closed"); (E) such conditions or
circumstances identified in the Phase I environmental report were investigated
further and based upon such additional investigation, an environmental
consultant recommended no further investigation or remediation; (F) a party
unrelated to the Borrower with financial resources reasonably estimated to be
adequate to cure the condition or circumstance provided a guaranty or indemnity
to the related Borrower to cover the costs of any required investigation,
testing, monitoring or remediation; (G) the expenditure of funds reasonably
estimated to be necessary to effect such remediation is not greater than two
percent (2%) of the outstanding principal balance of the related Mortgage Loan;
or (H) a lender's environmental insurance policy was obtained and is a part of
the related Mortgage File. Notwithstanding the preceding sentence, with respect
to certain Mortgage Loans with an original principal balance of less than
$3,000,000, no environmental report may have been obtained, but (in such cases
where a Phase I environmental report was not obtained) a lender's secured
creditor impaired property environmental insurance policy was obtained with
respect to each such Mortgage Loan. Each of such secured creditor impaired
property environmental insurance policies is a part of the related Mortgage
File. Each of such environmental insurance policies is in full force and effect,
is in an amount not less than the 100% of the balance of the related Mortgage
Loan, and has a term extending not less than five years after the maturity date
of the related Mortgage Loan; the premiums for such policies have been paid in
full; the Trustee is named as an insured under each of such policies; and Seller
has delivered to the insurer all related environmental reports in its
possession. To Seller's knowledge, in reliance on the environmental reports
referred to in the second sentence of this PARAGRAPH (xxvii) and except as set
forth in such environmental reports, each Mortgaged Property is in material
compliance with all applicable federal, state and local environmental laws, and
to Seller's knowledge, no notice of violation of such laws has been issued by
any governmental agency or authority, except, in all cases, as indicated in such
environmental reports or other documents previously provided to the Rating
Agencies; and Seller has not taken any action which would cause the Mortgaged
Property to not be in compliance with all federal, state and local environmental
laws pertaining to environmental hazards;
(xxviii) (1) Each Mortgage Loan contains provisions for the
acceleration of the payment of the unpaid principal balance of such Mortgage
Loan if, without the consent of the holder of the Mortgage (and the Mortgage
requires the mortgagor to pay all fees and expenses associated with obtaining
such consent), the related Mortgaged Property is directly or indirectly
Exh. A-9
transferred or sold, and (2) except with respect to transfers of certain
interests in the related Borrower to persons already holding interests in the
Borrower, their family members, affiliated companies and other estate planning
related transfers that satisfy certain criteria specified in the related
Mortgage (which criteria is consistent with the practices of prudent commercial
mortgage lenders) or any transfers in connection with the death or disability of
owners of the Borrower or, if the related Mortgaged Property is a residential
cooperative property, transfers of stock of the related Borrower in connection
with the assignment of a proprietary lease for a unit in the related Mortgaged
Property by a tenant-shareholder of the related Borrower to other persons who by
virtue of such transfers become tenant-shareholders in the related Borrower,
each Mortgage Loan also contains the provisions for the acceleration of the
payment of the unpaid principal balance of such Mortgage Loan if, without the
consent of the holder of the Mortgage (and the Mortgage requires the mortgagor
to pay all fees and expenses associated with obtaining such consent), a majority
interest in the related Borrower is directly or indirectly transferred or sold;
(xxix) All improvements included in the related appraisal are
within the boundaries of the related Mortgaged Property, except for
encroachments onto adjoining parcels for which Seller has obtained title
insurance against losses arising therefrom or that do not materially and
adversely affect the use or value of such Mortgaged Property. No improvements on
adjoining parcels encroach onto the related Mortgaged Property except for
encroachments that do not materially and adversely affect the value of such
Mortgaged Property, the security provided by the Mortgage, the current use of
the Mortgaged Property, or the related Borrower's operations at the Mortgaged
Property;
(xxx) The information pertaining to the Mortgage Loans which is
set forth in the Mortgage Loan Schedule attached as an exhibit to this Agreement
is complete and accurate in all material respects as of the dates of the
information set forth therein (or, if not set forth therein, as of the Cut-off
Date);
(xxxi) With respect to any Mortgage Loan where all or any portion
of the estate of the related Borrower therein is a leasehold estate under a
ground lease, and the related Mortgage does not also encumber the related
lessor's fee interest in such Mortgaged Property, based upon the terms of the
ground lease and any estoppel received from the ground lessor, Seller represents
and warrants that:
(D) The ground lease or a memorandum regarding such ground lease has
been duly recorded. The ground lease permits the interest of the
lessee to be encumbered by the related Mortgage and does not
restrict the use of the related Mortgaged Property by such
lessee, its successors or assigns in a manner that would
adversely affect the security provided by the related Mortgage.
To Seller's knowledge, there has been no material change in the
terms of the ground lease since its recordation, except by any
written instruments which are included in the related mortgage
file;
(E) The lessor under such ground lease has agreed in a writing
included in the related mortgage file that the ground lease may
not be amended, modified, canceled or terminated without the
prior written consent of the lender and
Exh. A-10
that any such action without such consent is not binding on the
lender, its successors or assigns;
(F) The ground lease has an original term (or an original term plus
one or more optional renewal terms, which, under all
circumstances, may be exercised, and would be enforceable, by the
lender) that extends not less than 10 years beyond the
amortization term of the related Mortgage Loan;
(G) Based on the title insurance policy (or binding commitment
therefor) obtained by Seller, the ground lease is not subject to
any liens or encumbrances superior to, or of equal priority with,
the Mortgage, subject to Permitted Encumbrances and liens that
encumber the ground lessor's fee interest;
(H) Under the terms of the ground lease, the ground lease is
assignable to the lender and its assigns without the consent of
the lessor thereunder;
(I) The ground lease is in full force and effect, Seller has no
actual knowledge that any default beyond applicable notice and
grace periods has occurred, and to Seller's knowledge, there is
no existing condition which, but for the passage of time or
giving of notice, would result in a default under the terms of
the ground lease;
(J) The ground lease or ancillary agreement, which is part of the
Mortgage File, between the lessor and the lessee requires the
lessor to give notice of any default by the lessee to the lender;
(K) The lender is permitted a reasonable opportunity (including,
where necessary, sufficient time to gain possession of the
interest of the lessee under the ground lease through legal
proceedings, or to take other action so long as the lender is
proceeding diligently) to cure any default under the ground lease
which is curable after the receipt of notice of any default
before the lessor may terminate the ground lease. All rights of
the lender under the ground lease and the related Mortgage
(insofar as it relates to the ground lease) may be exercised by
or on behalf of the lender;
(L) The ground lease does not impose any restrictions on subletting
that would be viewed as commercially unreasonable by a prudent
commercial mortgage lender. The lessor is not permitted to
disturb the possession, interest or quiet enjoyment of any
subtenant of the lessee in the relevant portion of the Mortgaged
Property subject to the ground lease for any reason, or in any
manner, which would adversely affect the security provided by the
related Mortgage;
(M) Under the terms of the ground lease and the related Mortgage, any
related insurance proceeds or condemnation award (other than in
respect of a total or substantially total loss or taking) will be
applied either to the repair or restoration of all or part of the
related Mortgaged Property, with the lender
Exh. A-11
or a trustee appointed by it having the right to hold and
disburse such proceeds as repair or restoration progresses
(except in such cases where a provision entitling another party
to hold and disburse such proceeds would not be viewed as
commercially unreasonable by a prudent commercial mortgage
lender), or to the payment of the outstanding principal balance
of the Mortgage Loan, together with any accrued interest, except
that in the case of condemnation awards, the ground lessor may be
entitled to a portion of such award;
(N) Under the terms of the ground lease and the related Mortgage, any
related insurance proceeds, or condemnation award in respect of a
total or substantially total loss or taking of the related
Mortgaged Property will be applied first to the payment of the
outstanding principal balance of the Mortgage Loan, together with
any accrued interest (except as provided by applicable law or in
cases where a different allocation would not be viewed as
commercially unreasonable by a prudent commercial mortgage
lender, taking into account the relative duration of the ground
lease and the related Mortgage and the ratio of the market value
of the related Mortgaged Property to the outstanding principal
balance of such Mortgage Loan). Until the principal balance and
accrued interest are paid in full, neither the lessee nor the
lessor under the ground lease will have an option to terminate or
modify the ground lease without the prior written consent of the
lender as a result of any casualty or partial condemnation; and
(O) Provided that the lender cures any defaults which are susceptible
to being cured, the lessor has agreed to enter into a new lease
upon termination of the ground lease for any reason, including
rejection of the ground lease in a bankruptcy proceeding;
(xxxii) With respect to any Mortgage Loan where all or a material
portion of the estate of the related Borrower therein is a leasehold estate, but
the related Mortgage also encumbers the related lessor's fee interest in such
Mortgaged Property: (A) such lien on the related fee interest is evidenced by
the related Mortgage, (B) such Mortgage does not by its terms provide that it
will be subordinated to the lien of any other mortgage or encumbrance upon such
fee interest, (C) upon the occurrence of a default under the terms of such
Mortgage by the related Borrower, any right of the related lessor to receive
notice of, and to cure, such default granted to such lessor under any agreement
binding upon the lender would not be considered commercially unreasonable in any
material respect by prudent commercial mortgage lenders, (D) the related lessor
has agreed in a writing included in the related Mortgage File that the related
ground lease may not be amended or modified without the prior written consent of
the lender and that any such action without such consent is not binding on the
lender, its successors or assigns, and (E) the related ground lease is in full
force and effect, and Seller has no actual knowledge that any default beyond
applicable notice and grace periods has occurred or that there is any existing
condition which, but for the passage of time or giving of notice, would result
in a default under the terms of such ground lease;
Exh. A-12
(xxxiii) Except in the case of each of the CBA Mortgage Loans,
respectively, with respect to those Mortgage Loans that are cross-collateralized
or cross-defaulted, all other loans that are cross-collateralized or
cross-defaulted with such Mortgage Loans are being transferred to Depositor
hereunder;
(xxxiv) Neither Seller nor any affiliate thereof has any obligation
to make any capital contribution to any Borrower under a Mortgage Loan, other
than contributions made on or prior to the date hereof;
(xxxv) (A) The Mortgage Loan is directly secured by a Mortgage on a
commercial property or multifamily residential property, and (B) the fair market
value of such real property, as evidenced by an appraisal satisfying the
requirements of FIRREA conducted within 12 months of the origination of the
Mortgage Loan, was at least equal to 80% of the principal amount of the Mortgage
Loan (1) at origination (or if the Mortgage Loan has been modified in a manner
that constituted a deemed exchange under Section 1001 of the Code at a time when
the Mortgage Loan was not in default or default with respect thereto was not
reasonably foreseeable, the date of the last such modification) or (2) at the
date hereof; PROVIDED that the fair market value of the real property must first
be reduced by (x) the amount of any lien on the real property interest that is
senior to the Mortgage Loan and (y) a proportionate amount of any lien that is
in parity with the Mortgage Loan (unless such other lien secures a Mortgage Loan
that is cross-collateralized with such Mortgage Loan, in which event the
computation described in (B) shall be made on an aggregated basis);
(xxxvi) There are no subordinate mortgages encumbering the related
Mortgaged Property, nor are there any preferred equity interests held by the
lender or any mezzanine debt related to such Mortgaged Property, except as set
forth in the Prospectus Supplement, in this Exhibit A or in the Exception
Report;
(xxxvii) Except in cases where the related Mortgaged Property is a
residential cooperative property, the Mortgage Loan Documents executed in
connection with each Mortgage Loan having an original principal balance in
excess of $5,000,000 require that the related Borrower be a Single-Purpose
Entity (for this purpose, "SINGLE-PURPOSE ENTITY" shall mean an entity, other
than an individual, having organizational documents which provide substantially
to the effect that it is formed or organized solely for the purpose of owning
and operating one or more Mortgaged Properties, is prohibited from engaging in
any business unrelated to such property and the related Mortgage Loan, does not
have any assets other than those related to its interest in the related
Mortgaged Property or its financing, or any indebtedness other than as permitted
under the related Mortgage Loan). To Seller's actual knowledge, each Borrower
has fully complied with the requirements of the related Note and Mortgage and
Borrower's organizational documents regarding Single-Purpose Entity status;
(xxxviii) Except in cases where the related Mortgaged Property is a
residential cooperative property, each Mortgage Loan prohibits the related
Borrower from mortgaging or otherwise encumbering the Mortgaged Property, or any
controlling equity interest in the Borrower, without the prior written consent
of the mortgagee or the satisfaction of debt service coverage or similar
criteria specified in the Note or Mortgage which would be acceptable to a
reasonably prudent commercial mortgage lender, and, except in connection with
trade debt and
Exh. A-13
equipment financings in the ordinary course of Borrower's business, from
carrying any additional indebtedness, except, in each case, liens contested in
accordance with the terms of the Mortgage Loans or, with respect to each
Mortgage Loan having an original principal balance of less than $4,000,000, any
unsecured debt;
(xxxix) Each Borrower covenants in the Mortgage Loan Documents that
it shall remain in material compliance with all material licenses, permits and
other legal requirements necessary and required to conduct its business;
(xl) Each Mortgaged Property (A) is located on or adjacent to a
dedicated road, or has access to an irrevocable easement permitting ingress and
egress, (B) is served by public utilities and services generally available in
the surrounding community or otherwise appropriate for the use in which the
Mortgaged Property is currently being utilized, and (C) constitutes one or more
separate tax parcels or is covered by an endorsement with respect to the matters
described in (A), (B) or (C) under the related title insurance policy (or the
binding commitment therefor);
(xli) Based solely on a flood zone certification or a survey of
the related Mortgaged Property, if any portion of the improvements on the
Mortgaged Property is located in an area identified by the Federal Emergency
Management Agency or the Secretary of Housing and Urban Development as having
special flood hazards categorized as Zone "A" or Zone "V" and flood insurance is
available, the terms of the Mortgage Loan require the Borrower to maintain flood
insurance, or at such Borrower's failure to do so, authorizes the lender to
maintain such insurance at the cost and expense of the Borrower and such
insurance is in full force and effect in an amount not less than the lesser of
(A) the replacement cost of the material improvements on such Mortgaged
Property, (B) the balance of the Mortgage Loan and (C) the maximum amount of
insurance available under the applicable National Flood Insurance Administration
Program;
(xlii) With respect to each Mortgage which is a deed of trust, a
trustee, duly qualified under applicable law to serve as such, currently so
serves and is named in the deed of trust or has been substituted in accordance
with applicable law or may be substituted in accordance with applicable law by
the related mortgagee, and except in connection with a trustee's sale after a
default by the related Borrower, no fees are payable to such trustee, and such
fees payable are payable by the Borrower;
(xliii) Except as disclosed in the Exception Report to this
Agreement, to the knowledge of Seller as of the date hereof, there was no
pending action, suit or proceeding, arbitration or governmental investigation
against any Borrower or Mortgaged Property, an adverse outcome of which would
materially and adversely affect such Borrower's ability to perform under the
related Mortgage Loan;
(xliv) No advance of funds has been made by Seller to the related
Borrower (other than mezzanine debt and the acquisition of preferred equity
interests by the preferred equity interest holder, as disclosed in the
Prospectus Supplement), and no funds have, to Seller's knowledge, been received
from any person other than, or on behalf of, the related Borrower, for, or on
account of, payments due on the Mortgage Loan;
Exh. A-14
(xlv) To the extent required under applicable law, as of the
Cut-off Date or as of the date that such entity held the Note, each holder of
the Note was authorized to transact and do business in the jurisdiction in which
each related Mortgaged Property is located, or the failure to be so authorized
did not materially and adversely affect the enforceability of such Mortgage
Loan;
(xlvi) All collateral for the Mortgage Loans is being
transferred as part of the Mortgage Loans;
(xlvii) Except as disclosed in the Exception Report or the
Prospectus Supplement with respect to the Crossed Mortgage Loans and Mortgage
Loans secured by multiple, non-contiguous real properties, no Mortgage Loan
requires the lender to release any portion of the Mortgaged Property from the
lien of the related Mortgage except upon (A) payment in full or defeasance of
the related Mortgage Loan, (B) the satisfaction of certain legal and
underwriting requirements that would be customary for prudent commercial
mortgage lenders, which in all events include payment of a release price at
least 125% of the appraised value of the property to be released or of the
allocated loan amount of such property, (C) releases of unimproved out-parcels
or (D) releases of other portions of the Mortgaged Property which will not have
a material adverse effect on the use or value of the collateral for the related
Mortgage Loan and which were given no value in the appraisal of the Mortgaged
Property or of that portion of the Mortgaged Property used to calculate the
loan-to-value ratio of the Mortgaged Property for underwriting purposes. No
release or partial release of any Mortgaged Property, or any portion thereof,
expressly permitted or required pursuant to the terms of any Mortgage Loan would
constitute a significant modification of the related Mortgage Loan under Treas.
Reg. Section 1.860G-2(b)(2);
(xlviii) Any insurance proceeds in respect of a casualty loss or
taking will be applied either to (A) the repair or restoration of all or part of
the related Mortgaged Property, with, in the case of all casualty losses or
takings in excess of a specified amount or percentage of the related loan amount
that a prudent commercial lender would deem satisfactory and acceptable, the
lender (or a trustee appointed by it) having the right to hold and disburse such
proceeds as the repair or restoration progresses (except in any case where a
provision entitling another party to hold and disburse such proceeds would not
be viewed as commercially unreasonable by a prudent commercial mortgage lender)
or (B) to the payment of the outstanding principal balance of such Mortgage Loan
together with any accrued interest thereon;
(xlix) Each UCC Financing Statement, if any, filed with respect to
personal property constituting a part of the related Mortgaged Property and each
assignment, if any, of such UCC Financing Statement to Seller was, and each
assignment, if any, of such UCC Financing Statement in blank which the Trustee
or its designee is authorized to complete (but for the insertion of the name of
the assignee and any related filing information which is not yet available to
Seller) is, in suitable form for filing in the filing office in which such UCC
Financing Statement was filed;
(l) To Seller's knowledge, (A) each commercial lease covering
more than 10% (20% in the case of any Mortgage Loan having an original principal
balance less than $2,500,000) of the net leaseable area of the related Mortgaged
Property is in full force and effect
Exh. A-15
and (B) there exists no default under any such commercial lease either by the
lessee thereunder or by the related Borrower that could give rise to the
termination of such lease;
(li) Based upon an opinion of counsel and/or other due diligence
considered reasonable by prudent commercial mortgage lenders in the lending area
where the subject property is located, the improvements located on or forming
part of each Mortgaged Property comply with applicable zoning laws and
ordinances, or constitute a legal non-conforming use or structure or, if any
such improvement does not so comply, such non-compliance does not materially and
adversely affect the value of the related Mortgaged Property. With respect to
Mortgage Loans with a Cut-off Date Principal Balance of over $10,000,000, if the
related Mortgaged Property does not so comply, to the extent Seller is aware of
such non-compliance, it has required the related Borrower to obtain law and
ordinance insurance coverage in amounts customarily required by prudent
commercial mortgage lenders;
(lii) Each Mortgage Loan constitutes a "qualified mortgage" within
the meaning of Section 860G(a)(3) of the Code (but without regard to the rule in
Treasury Regulation (as defined herein) Section 1.860G-2(f)(2) that treats a
defective obligation as a qualified mortgage or any substantially similar
successor provision), the related Mortgaged Property, if acquired by a REMIC in
connection with the default or imminent default of such Mortgage Loan would
constitute "foreclosure property" within the meaning of Code Section 860G(a)(8)
and all Prepayment Premiums and Yield Maintenance Charges with respect to such
Mortgage Loan constitute "customary prepayment penalties" within the meaning of
Treasury Regulation Section 1.860G-1(b)(2);
(liii) With respect to any Mortgage Loan that pursuant to the
Mortgage Loan Documents can be defeased, (A) the Mortgage Loan cannot be
defeased within two years after the Closing Date, (B) the Borrower can pledge
only United States government securities in an amount sufficient to make all
scheduled payments under the Mortgage Loan when due, (C) the Borrower is
required to provide independent certified public accountant's certification that
the collateral is sufficient to make such payments, (D) the loan may be required
to be assumed by a single-purpose entity designated by the holder of the
Mortgage Loan, (E) the Borrower is required to provide an opinion of counsel
that the trustee has a perfected security interest in such collateral prior to
any other claim or interest, (F) the Borrower is required to pay all Rating
Agency fees associated with defeasance (if rating confirmation is a specific
condition precedent thereto) and all other reasonable expenses associated with
defeasance, including, but not limited to, accountant's fees and opinions of
counsel, (G) with respect to any Significant Loan (as defined in the Pooling and
Servicing Agreement), the Borrower is required to provide an opinion of counsel
that such defeasance will not cause any REMIC created under the Pooling and
Servicing Agreement to fail to qualify as a REMIC for federal or applicable
state tax purposes and (H) with respect to any Significant Loan (as defined in
the Pooling and Servicing Agreement), the Borrower must obtain confirmation from
each Rating Agency that the defeasance would not result in such Rating Agency's
withdrawal, downgrade or qualification of the then current rating of any class
of Certificates rated by such Rating Agency;
(liv) The Mortgage Loan Documents for each Mortgage Loan provide
that the related Borrower thereunder shall be liable to the lender for any
losses incurred by the lender due to (A) the misapplication or misappropriation
of rents, insurance proceeds or condemnation
Exh. A-16
awards, (B) any willful act of material waste, (C) any breach of the
environmental covenants contained in the related Mortgage Loan Documents, and
(D) fraud by the related Borrower; PROVIDED that, with respect to CLAUSE (C) of
this sentence, an indemnification against losses related to such violations or
environmental insurance shall satisfy such requirement; and PROVIDED, FURTHER,
that, if the related Mortgaged Property is a residential cooperative property,
then the subject Mortgage Loan is fully recourse to the Borrower;
(lv) If such Mortgage Loan is an ARD Loan, it commenced
amortizing on its initial scheduled Due Date and provides that: (A) its Mortgage
Rate will increase by no less than two percentage points in connection with the
passage of its Anticipated Repayment Date and so long as the Mortgage Loan is an
asset of the Trust Fund; (B) its Anticipated Repayment Date is not less than
seven years following the origination of such Mortgage Loan; (C) no later than
the related Anticipated Repayment Date, if it has not previously done so, the
related Borrower is required to enter into a "lockbox agreement" whereby all
revenue from the related Mortgaged Property shall be deposited directly into a
designated account controlled by the applicable Master Servicer; and (D) any
cash flow from the related Mortgaged Property that is applied to amortize such
Mortgage Loan following its Anticipated Repayment Date shall, to the extent such
net cash flow is in excess of the Monthly Payment payable therefrom, be net of
budgeted and discretionary (servicer approved) capital expenditures;
(lvi) Except as disclosed in the Prospectus Supplement, no
Mortgage Loan, and no group of Mortgage Loans made to the same Borrower and to
Borrowers that are Affiliates, accounted for more than 5.0% of the aggregate of
the Cut-off Date Principal Balances of all of the mortgage loans (including the
Mortgage Loans) sold to Depositor by Column Financial, Inc. and KeyBank National
Association pursuant to those certain
Mortgage Loan Purchase Agreements, each
dated as of May 1, 2005, between Depositor and Column Financial, Inc. and
KeyBank National Association, respectively, as of the Cut-off Date;
(lvii) Except for the Mortgage Loans with an initial principal
balance less than $3,000,000, in connection with its origination or acquisition
of each Mortgage Loan, Seller obtained an appraisal of the related Mortgaged
Property, which appraisal is signed by an appraiser, who, to Seller's actual
knowledge, had no interest, direct or indirect, in the Borrower, the Mortgaged
Property or in any loan made on the security of the Mortgaged Property, and
whose compensation was not affected by the approval or disapproval of the
Mortgage Loan; and
(lviii) Each Mortgage Loan bears interest at a rate that remains
fixed throughout the remaining term of such Mortgage Loan, except in the case of
an ARD Loan after its Anticipated Repayment Date and except for the imposition
of a default rate.
(lix) With respect to the Mortgaged Property related to the
Mortgage Loan identified on the Mortgage Loan Schedule as [[name hospitality
properties]], to Seller's knowledge as of the date of the Mortgage Loan's
origination, all related franchise agreements were in full force and effect and
there were no defaults thereunder.
Exh. A-17
EXHIBIT B
AFFIDAVIT OF LOST NOTE
STATE OF
NEW YORK )
) ss.:
COUNTY OF
NEW YORK )
____________________________, being duly sworn, deposes and says:
1. that he is an authorized signatory of Column Financial, Inc.
("COLUMN");
2. that _______________ is the owner and holder of a mortgage
loan in the original principal amount of $______________ secured by a mortgage
(the "MORTGAGE") on the premises known as ______________ ______________ located
in ______________;
3. that _______________, after having conducted a diligent
investigation of its records and files, has been unable to locate the following
original note and believes that said original note has been lost, misfiled,
misplaced or destroyed due to a clerical error:
a note in the original sum of $______________ made by ______________,
to _______________, under date of ______________ (the "NOTE");
4. that the Note is now owned and held by _______________;
5. that the copy of the Note attached hereto is a true and
correct copy thereof;
6. that the Note has not been paid off, satisfied, assigned,
transferred, encumbered, endorsed, pledged, hypothecated, or otherwise disposed
of and that the original Note has been either lost, misfiled, misplaced or
destroyed;
7. that no other person, firm, corporation or other entity has
any right, title, interest or claim in the Note except _______________; and
8. upon assignment of the Note by _______________ to Credit
Suisse First Boston Mortgage Securities Corp. (the "DEPOSITOR") and subsequent
assignment by Depositor to the trustee for the benefit of the holders of the
Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage
Pass-Through Certificates, Series 2005-C2 (the "TRUSTEE") (which assignment may,
at the discretion of Depositor, be made directly by _______________ to the
Trustee), _______________ covenants and agrees (a) promptly to deliver to the
Trustee the original Note if it is subsequently found, and (b) to indemnify and
hold harmless the Trustee and its successors and assigns from and against any
and all costs, expenses and monetary losses arising as a result of
_______________'s failure to deliver said original Note to the Trustee.
Exh. B-1
COLUMN FINANCIAL, INC.
By:
---------------------------
Name:
Title:
Sworn to before me this _____
day of __________, 0000
Xxx. B-2
