EXECUTION COPY
MORTGAGE LOAN PURCHASE AGREEMENT
THIS MORTGAGE LOAN PURCHASE AGREEMENT (this "Agreement") is dated as
of November 8, 2006, between LASALLE BANK NATIONAL ASSOCIATION, as seller (the
"Seller"), and CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. ("CCMSI"), as
purchaser (the "Purchaser").
The Seller intends to sell, and the Purchaser intends to purchase,
certain multifamily, commercial and/or manufactured housing community mortgage
loans (the "Mortgage Loans") identified on the schedule (the "Mortgage Loan
Schedule") annexed hereto as "Annex A". The Purchaser intends to deposit the
Mortgage Loans, along with certain other mortgage loans (the "Other Mortgage
Loans"), into a trust fund (the "Trust Fund"), the beneficial ownership of which
will be evidenced by multiple classes (each, a "Class") of mortgage pass-through
certificates (the "Certificates"). One or more "real estate mortgage investment
conduit" ("REMIC") elections will be made with respect to most of the Trust
Fund. The Trust Fund will be created and the Certificates will be issued
pursuant to a pooling and servicing agreement (the "Pooling and Servicing
Agreement"), to be dated as of November 1, 2006, among CCMSI, as depositor,
Midland Loan Services, Inc. and Wachovia Bank, National Association, as master
servicers (each a "Master Servicer" and, together, the "Master Servicers"), LNR
Partners, Inc., as special servicer (the "Special Servicer"), Xxxxx Fargo Bank,
National Association, as trustee (the "Trustee") and LaSalle Bank National
Association, as certificate administrator (the "Certificate Administrator").
Capitalized terms used herein (including the schedules attached hereto) but not
defined herein (or in such schedules) have the respective meanings set forth in
the Pooling and Servicing Agreement.
CCMSI intends to sell certain Classes of the Certificates (the
"Publicly Offered Certificates") to Citigroup Global Markets Inc. ("CGMI"),
LaSalle Financial Services, Inc., PNC Capital Markets LLC and Banc of America
Securities LLC (collectively, the "Dealers"), pursuant to an underwriting
agreement dated as of the date hereof (the "Underwriting Agreement"), between
CCMSI and the Dealers. The Publicly Offered Certificates are more particularly
described in a prospectus supplement dated November 8, 2006 (the "Prospectus
Supplement") and the accompanying base prospectus dated June 8, 2006 (the "Base
Prospectus" and, together with the Prospectus Supplement, the "Prospectus").
CCMSI further intends to sell the remaining Classes of the
Certificates (the "Privately Offered Certificates") to CGMI, pursuant to a
certificate purchase agreement dated as of the date hereof (the "Certificate
Purchase Agreement"), between CCMSI and CGMI. The Privately Offered Certificates
are more particularly described in an offering memorandum dated November 8, 2006
(the "Memorandum").
Certain Classes of the Certificates will be assigned ratings by
Xxxxx'x Investors Service, Inc. and/or Fitch, Inc. (together, the "Rating
Agencies").
In connection with its sale of the Mortgage Loans, the Seller shall
enter into an indemnification agreement dated as of the date hereof (the
"Indemnification Agreement"), between the Seller, CCMSI and the Dealers.
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase.
The Seller agrees to sell, and the Purchaser agrees to purchase, the
Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan
Schedule may be amended to reflect the actual Mortgage Loans delivered to the
Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have
an aggregate principal balance as of the close of business on the Cut-off Date
(the "Seller Mortgage Loan Balance") of $1,052,893,575 (subject to a variance of
plus or minus 5.0%), after giving effect to any payments due on or before such
date, whether or not such payments are received. The Seller Mortgage Loan
Balance, together with the aggregate principal balance of the Other Mortgage
Loans as of the Cut-off Date (after giving effect to any payments due on or
before such date whether or not such payments are received), is expected to
equal an aggregate principal balance (the "Cut-off Date Pool Balance") of
$2,238,772,692 (subject to a variance of plus or minus 5.0%). The purchase and
sale of the Mortgage Loans shall take place on November 21, 2006 or such other
date as shall be mutually acceptable to the parties to this Agreement (the
"Closing Date"). The consideration (the "Aggregate Purchase Price") for the
Mortgage Loans shall consist of a cash amount, payable in immediately available
funds, as reflected on the settlement statement agreed to by the Seller and the
Purchaser, which amount shall include interest accrued on the Seller Mortgage
Loan Balance for the period from and including the Cut-off Date up to but not
including the Closing Date. (exclusive, in the case of any Mortgage Loan with
its first due date in January 2007, of one month's interest at the related
Mortgage Rate).
The Aggregate Purchase Price shall be paid to the Seller or its
designee by wire transfer in immediately available funds on the Closing Date.
SECTION 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt by the
Seller of the Aggregate Purchase Price and satisfaction or waiver of the other
conditions to closing that are for the benefit of the Seller, the Seller does
hereby sell, transfer, assign, set over and otherwise convey to the Purchaser,
without recourse (except as set forth in this Agreement), all the right, title
and interest of the Seller in and to the Mortgage Loans identified on the
Mortgage Loan Schedule as of such date, on a servicing-released basis, together
with all of the Seller's right, title and interest in and to the proceeds of any
related title, hazard, primary mortgage or other insurance and any escrow,
reserve or comparable accounts related to the Mortgage Loans, subject, in the
case of any Mortgage Loan that is part of a Loan Combination, to the rights of
the holder(s) of any other mortgage loan(s) in the related Loan Combination in
such proceeds and reserve or comparable accounts, and further subject to the
understanding that the Seller will sell certain servicing rights to the
applicable Master Servicer pursuant to that certain Servicing Rights Purchase
Agreement, dated as of the Closing Date, between such Master Servicer and the
Seller, and may require that a particular primary servicer remain in place with
respect to any or all of the Mortgage Loans.
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(b) The Purchaser or its assignee shall be entitled to receive all
scheduled payments of principal and interest due after the Cut-off Date, and all
other recoveries of principal and interest collected after the Cut-off Date
(other than in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date). All scheduled payments of principal and interest due
on or before the Cut-off Date but collected after the Cut-off Date, and
recoveries of principal and interest collected on or before the Cut-off Date
(only in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date and principal prepayments thereon), shall belong to, and
shall be promptly remitted to, the Seller.
(c) No later than the Closing Date, the Seller shall, on behalf of the
Purchaser, deliver or cause to be delivered to the Trustee (with, except in the
case of an Ala Moana Portfolio Trust Mortgage Loan, a copy to the applicable
Master Servicer and the Special Servicer within ten (10) Business Days after the
Closing Date) the documents and instruments specified below under clauses (i),
(ii), (vii), (ix)(A) and (xi)(D) and shall, not later than the date that is 30
days after the Closing Date, deliver or cause to be delivered to the Trustee
(with a copy to the applicable Master Servicer) the remaining documents and
instruments specified below, in each case with respect to each Mortgage Loan
that is a Serviced Trust Mortgage Loan (the documents and instruments specified
below, collectively, the "Mortgage File"). The Mortgage File for each Serviced
Trust Mortgage Loan shall contain the following documents:
(i) either (A) in the case of any Serviced Trust Mortgage Loan
(including any A-Note Trust Mortgage Loan), the original executed Mortgage
Note including any power of attorney related to the execution thereof,
together with any and all intervening endorsements thereon, endorsed on its
face or by allonge attached thereto (without recourse, representation or
warranty, express or implied) to the order of "Xxxxx Fargo Bank, National
Association., as trustee for the registered holders of Citigroup Commercial
Mortgage Trust 2006-C5, Commercial Mortgage Pass-Through Certificates,
Series 2006-C5", or in blank (or a lost note affidavit and indemnity with a
copy of such Mortgage Note attached thereto) or (B) in the case of any
B-Note Non-Trust Mortgage Loan, a copy of the executed Mortgage Note;
(ii) an original or a copy of the Mortgage, together with any and
all intervening assignments thereof, in each case (unless not yet returned
by the applicable recording office) with evidence of recording indicated
thereon or certified by the applicable recording office;
(iii) an original or a copy of any related Assignment of Leases
(if such item is a document separate from the Mortgage), together with any
and all intervening assignments thereof, in each case (unless not yet
returned by the applicable recording office) with evidence of recording
indicated thereon or certified by the applicable recording office;
(iv) an original executed assignment, in recordable form (except
for any missing recording information and, if delivered in blank, the name
of the assignee), of (A) the Mortgage, (B) any related Assignment of Leases
(if such item is a document separate from the Mortgage) and (C) any other
recorded document relating to the subject Trust Mortgage Loan otherwise
included in the Mortgage File, in favor of "Xxxxx Fargo Bank,
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National Association, as trustee for the registered holders of Citigroup
Commercial Mortgage Trust 2006-C5, Commercial Mortgage Pass-Through
Certificates, Series 2006-C5" (and, in the case of an A/B Loan Combination,
also on behalf of the related B-Noteholder(s)), or in blank;
(v) an original assignment of all unrecorded documents relating
to the Trust Mortgage Loan (to the extent not already assigned pursuant to
clause (iii) above), in favor of "Xxxxx Fargo Bank, National Association,
as trustee for the registered holders of Citigroup Commercial Mortgage
Trust 2006-C5, Commercial Mortgage Pass-Through Certificates, Series
2006-C5" (and, in the case of an A/B Loan Combination, also on behalf of
the related B-Noteholder(s)), or in blank;
(vi) originals or copies of any consolidation, assumption,
substitution and modification agreements in those instances where the terms
or provisions of the Mortgage or Mortgage Note have been consolidated or
modified or the subject Serviced Mortgage Loan has been assumed or
consolidated;
(vii) the original or a copy of the policy or certificate of
lender's title insurance or, if such policy has not been issued or located,
an original or copy of an irrevocable, binding commitment (which may be a
pro forma policy or specimen version of, or a marked commitment for, the
policy that has been executed by an authorized representative of the title
company or an agreement to provide the same pursuant to binding escrow
instructions executed by an authorized representative of the title company)
to issue such title insurance policy;
(viii) any filed copies (bearing evidence of filing) or other
evidence of filing reasonably satisfactory to the Purchaser of any prior
UCC Financing Statements in favor of the originator of the subject Serviced
Mortgage Loan or in favor of any assignee prior to the Trustee (but only to
the extent the Seller had possession of such UCC Financing Statements when
it was to deliver the subject Mortgage File on or prior to the Closing
Date), unless not yet returned by the applicable filing office; and, if
there is an effective UCC Financing Statement in favor of the Seller on
record with the applicable public office for UCC Financing Statements, an
original UCC Financing Statement assignment, in form suitable for filing in
favor of "Xxxxx Fargo Bank, National Association, as trustee for the
registered holders of Citigroup Commercial Mortgage Trust 2006-C5,
Commercial Mortgage Pass-Through Certificates, Series 2006-C5" (and, in the
case of any A/B Loan Combination, also on behalf of the related
B-Noteholder(s)), as assignee, or in blank;
(ix) an original or a copy of any (A) Ground Lease and ground
lessor estoppel, (B) loan guaranty or indemnity, (C) lender's environmental
insurance policy or (D) lease enhancement policy;
(x) any intercreditor, co-lender or similar agreement relating to
permitted debt of the Mortgagor; and
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(xi) copies of any loan agreement, escrow agreement, security
agreement or letter of credit relating to a Trust Mortgage Loan.
No later than the Closing Date, the Seller shall, on behalf of the
Purchaser, deliver or cause to be delivered to the Trustee (with a copy to the
Master Servicer and the Special Servicer within ten (10) Business Days after the
Closing Date) the documents and instruments specified below with respect to each
of the Ala Moana Portfolio Trust Mortgage Loans (with respect to each Ala Moana
Portfolio Trust Mortgage Loan, the documents and instruments specified below,
collectively, the "Mortgage File"). The Mortgage File for each Ala Moana
Portfolio Trust Mortgage Loan shall contain the following documents:
(x) the original executed Mortgage Note for such Trust Mortgage Loan,
endorsed (without recourse, representation or warranty, express or implied)
to the order of "Xxxxx Fargo Bank, National Association, as trustee for the
registered holders of Citigroup Commercial Mortgage Trust 2006-C5,
Commercial Mortgage Pass-Through Certificates, Series 2006-C5" or in blank
2006-C5, and further showing a complete, unbroken chain of endorsement from
the originator (if such originator is other than the Seller) (or,
alternatively, if the original executed Mortgage Note has been lost, a lost
note affidavit and indemnity with a copy of such Mortgage Note);
(y) a copy of the executed related Co-Lender Agreement; and
(z) a copy of the executed Outside Servicing Agreement (or, if not
delivered on the Closing Date, within five (5) Business Days of the date
such Servicing Agreement is executed).
The Seller hereby further represents and warrants that with respect to the
Ala Moana Portfolio Trust Mortgage Loans, it has delivered to the Outside
Trustee the documents constituting the Mortgage File within the meaning of the
Outside Servicing Agreement in connection with its sale of one of the Ala Moana
Portfolio Pari Passu Non-Trust Loans to the depositor for the commercial
mortgage securitization transaction to which the Outside Servicing Agreement
relates.
With respect to the Crossed Loans constituting a Crossed Group, the
existence of any document required to be in the Mortgage File of any Crossed
Loan in such Crossed Group shall be sufficient to satisfy the requirements of
this Agreement for delivery of such document as a part of the Mortgage File of
each of the other Crossed Loans in such Crossed Group.
References in this Agreement to "Document Defect" mean that any
document constituting part of the Mortgage File for any Mortgage Loan has not
been properly executed, is missing (beyond the time period required for its
delivery hereunder), contains information that does not conform in any material
respect with the corresponding information set forth in the Mortgage Loan
Schedule or does not appear regular on its face.
(d) The Seller, at its own cost and expense, shall retain an
independent third party (the "Recording/Filing Agent") that shall, as to each
Mortgage Loan (other than Outside Serviced Trust Mortgage Loans), promptly (and
in any event, as to any such Mortgage Loan,
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within 90 days following the latest of (i) the Closing Date and (ii) the
delivery of the related Mortgage(s), Assignment(s) of Leases, recordable
documents, and UCC Financing Statements to the Trustee complete (if and to the
extent necessary) and cause to be submitted for recording or filing, as the case
may be, in the appropriate public office for real property records or UCC
Financing Statements, as appropriate, each assignment of Mortgage, assignment of
Assignment of Leases and assignment of any other recordable documents relating
to each such Mortgage Loan, in favor of the Trustee referred to in Sections
2(c)(iv)(A), (B) and (C) and each assignment of a UCC Financing Statement in
favor of the Trustee and so delivered to the Trustee and referred to in Section
2(c)(viii). The Seller shall cause the recorded original of each such assignment
of recordable documents to be delivered to the Trustee or its designee following
recording, and shall cause the file copy of each such UCC Financing Statement to
be delivered to the Trustee or its designee following filing; provided that in
those instances where the public recording office retains the original
assignment of Mortgage or assignment of Assignment of Leases, the Seller or the
Recording/Filing Agent shall obtain therefrom a certified copy of the recorded
original, which shall be delivered to the Trustee or its designee. If any such
document or instrument is lost or returned unrecorded or unfiled, as the case
may be, because of a defect therein, the Seller shall promptly prepare or cause
to be prepared a substitute therefor or cure such defect, as the case may be,
and thereafter cause the same to be duly recorded or filed, as appropriate. The
Seller shall be responsible for the out-of-pocket costs and expenses of the
Recording/Filing Agent in connection with its performance of the recording,
filing and delivery obligations contemplated above.
(e) The Seller shall deliver or cause to be delivered to the
applicable Master Servicer or such Master Servicer's designee: (i) within ten
(10) days after the Closing Date, all documents and records in the Seller's
possession (except draft documents, attorney-client privileged communications
and internal correspondence, credit underwriting or due diligence analyses,
credit committee briefs or memoranda or other internal approval documents or
data or internal worksheets, memoranda, communications or evaluations and other
underwriting analysis of the Seller) relating to, and necessary for the
servicing and administration of, each Mortgage Loan (other than an Outside
Serviced Trust Mortgage Loan) and that are not required to be part of the
Mortgage File in accordance with the definition thereof (including, without
limitation, any original letters of credit relating to any Mortgage Loan); and
(ii) within two (2) Business Days after the Closing Date, any and all escrow
amounts and reserve amounts in the Seller's possession or under its control that
relate to the Mortgage Loans (other than the Outside Serviced Trust Mortgage
Loans).
(f) The Seller shall take such actions as are reasonably necessary to
assign or otherwise grant to the Trust Fund the benefit of any letters of credit
in the name of the Seller which secure any Mortgage Loan (other than an Outside
Serviced Trust Mortgage Loan). Without limiting the generality of the foregoing,
if a draw upon a letter of credit is required before its transfer to the Trust
Fund can be completed, the Seller shall draw upon such letter of credit for the
benefit of the Trust pursuant to written instructions from the applicable Master
Servicer.
(g) After the Seller's transfer of the Mortgage Loans to or at the
direction of the Purchaser, the Seller shall not take any action to suggest that
the Purchaser is not the legal owner of the Mortgage Loans.
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SECTION 3. Representations, Warranties and Covenants of Seller.
(a) The Seller hereby represents and warrants to and covenants with
the Purchaser, as of the date hereof, that:
(i) The Seller is a national banking association organized and
validly existing and in good standing under the laws of the United States
and possesses all requisite authority, power, licenses, permits and
franchises to carry on its business as currently conducted by it and to
execute, deliver and comply with its obligations under the terms of this
Agreement;
(ii) This Agreement has been duly and validly authorized,
executed and delivered by the Seller and, assuming due authorization,
execution and delivery hereof by the Purchaser, constitutes a legal, valid
and binding obligation of the Seller, enforceable against the Seller in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, receivership, moratorium and other
laws affecting the enforcement of creditors' rights in general, as they may
be applied in the context of the insolvency of a national banking
association, and by general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law), and by
public policy considerations underlying the securities laws, to the extent
that such public policy considerations limit the enforceability of the
provisions of this Agreement which purport to provide indemnification from
liabilities under applicable securities laws;
(iii) The execution and delivery of this Agreement by the Seller
and the Seller's performance and compliance with the terms of this
Agreement will not (A) violate the Seller's organizational documents, (B)
violate any law or regulation or any administrative decree or order to
which it is subject or (C) constitute a material default (or an event
which, with notice or lapse of time, or both, would constitute a material
default) under, or result in the breach of, any material contract,
agreement or other instrument to which the Seller is a party or by which
the Seller is bound, which violation, default or breach, in the case of
either clause (iii)(B) or (iii)(C) might have consequences that would, in
the Seller's reasonable and good faith judgment, materially and adversely
affect the financial condition or the operations of the Seller or its
properties (taken as a whole) or have consequences that would materially
and adversely affect its performance hereunder;
(iv) The Seller is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal,
state, municipal or other governmental agency or body, which default might
have consequences that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the financial condition or the
operations of the Seller or its properties (taken as a whole) or have
consequences that would materially and adversely affect its performance
hereunder;
(v) The Seller is not a party to or bound by any agreement or
instrument or subject to any other corporate restriction or any judgment,
order, writ, injunction, decree, law or regulation that would, in the
Seller's reasonable and good faith
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judgment, materially and adversely affect the ability of the Seller to
perform its obligations under this Agreement or that requires the consent
of any third person to the execution of this Agreement or the performance
by the Seller of its obligations under this Agreement (except to the extent
such consent has been obtained);
(vi) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Seller of, or compliance by the Seller with, this
Agreement or the consummation of the transactions involving the Seller
contemplated by this Agreement except as have previously been obtained, and
no bulk sale law applies to such transactions;
(vii) No litigation is pending or, to the Seller's knowledge,
threatened against the Seller that would, in the Seller's good faith and
reasonable judgment, prohibit its entering into this Agreement or
materially and adversely affect the performance by the Seller of its
obligations under this Agreement; and
(viii) For purposes of accounting under generally accepted
accounting principles ("GAAP"), and for federal income tax purposes, the
Seller will report the transfer of the Mortgage Loans to the Purchaser as a
sale of the Mortgage Loans to the Purchaser in exchange for consideration
contemplated by this Agreement. The consideration received by the Seller
upon the sale of the Mortgage Loans to the Purchaser will constitute at
least reasonably equivalent value and fair consideration for the Mortgage
Loans. The Seller will be solvent at all relevant times prior to, and will
not be rendered insolvent by, the sale of the Mortgage Loans to the
Purchaser. The Seller is not transferring the Mortgage Loans to the
Purchaser with any intent to hinder, delay or defraud any of the creditors
of the Seller or on account of an antecedent debt.
(b) The Seller hereby makes, on the date hereof and on the Closing
Date, the representations and warranties contained in Schedule I and Schedule II
hereto with respect to each Mortgage Loan, for the benefit of the Purchaser,
which representations and warranties are subject to the exceptions set forth on
Schedule III. References in this Agreement to "Breach" mean a breach of any such
representations and warranties made pursuant to this Section 3(b) with respect
to any Mortgage Loan.
(c) If the Seller receives, pursuant to Section 2.03(a) of the Pooling
and Servicing Agreement, written notice of a Document Defect or a Breach
relating to a Mortgage Loan, and if such Document Defect or Breach shall
materially and adversely affect the value of the applicable Mortgage Loan or the
interests of the Certificateholders therein, then the Seller shall, not later
than ninety (90) days from receipt of such notice (or, in the case of a Document
Defect or Breach relating to a Mortgage Loan not being a "qualified mortgage"
within the meaning of the REMIC Provisions (a "Qualified Mortgage"), not later
than ninety (90) days from any party to the Pooling and Servicing Agreement
discovering such Document Defect or Breach, provided the Seller receives such
notice in a timely manner), cure such Document Defect or Breach, as the case may
be, in all material respects, or, if such Document Defect or Breach (other than
omissions solely due to a document not having been returned by the related
recording office) cannot be cured within such 90-day period, (i) repurchase the
affected Mortgage Loan at the applicable Purchase Price not later than the end
of such 90-day period, or (ii) substitute a
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Qualified Substitute Mortgage Loan for such affected Mortgage Loan (other than
an Ala Moana Portfolio Subordinate Trust Mortgage Loan, for which no
substitution is permitted) not later than the end of such 90-day period (and in
no event later than the second anniversary of the Closing Date) and pay the
applicable Master Servicer for deposit into its Collection Account, any
Substitution Shortfall Amount in connection therewith; provided that, if a
Document Defect or Breach is capable of being cured but not within such 90-day
period and the Seller has commenced and is diligently proceeding with the cure
of such Document Defect or Breach within such 90-day period, then unless such
Document Defect or Breach would cause the Mortgage Loan not to be a Qualified
Mortgage, such Seller shall have an additional 90 days to complete such cure
(or, failing such cure, to repurchase or substitute for the related Mortgage
Loan); and provided, further, that with respect to such additional 90-day period
the Seller shall have delivered an officer's certificate to the Trustee setting
forth what actions the Seller is pursuing in connection with the cure thereof
and stating that the Seller anticipates that such Document Defect or Breach will
be cured within the additional 90-day period; and provided, further, that if the
cure of any Document Defect or Breach would require an expenditure on the part
of the Seller in excess of $10,000, then the Seller may, at its option, within
the time period provided above, elect to purchase or replace the affected
Mortgage Loan in accordance with this Section 3 without attempting to cure such
Document Defect that, to the Seller's knowledge, existed as of the Closing Date,
or Breach, as the case may be. For a period of two years from the Closing Date,
so long as there remains any Mortgage File relating to a Mortgage Loan as to
which there is an uncured Document Defect that shall materially and adversely
affect the value of the applicable Mortgage Loan or the interests of the
Certificateholders therein, the Seller shall provide the officer's certificate
to the Trustee described above as to the reasons such Document Defect remains
uncured and as to the actions being taken to pursue cure.
No substitution of a Qualified Substitute Mortgage Loan or Qualified
Substitute Mortgage Loans may be made in any calendar month after the
Determination Date in such month. Periodic Payments due with respect to any
Qualified Substitute Mortgage Loan after the related due date in the month of
substitution shall be part of the Trust Fund, and Periodic Payments received
with respect to the replaced Mortgage Loan or a repurchased Mortgage Loan after
the related date of substitution or repurchase, as the case may be, shall belong
to the Seller. Periodic Payments due with respect to any Qualified Substitute
Mortgage Loan on or prior to the related due date in the month of substitution
shall not be part of the Trust Fund and shall be remitted to the Seller promptly
following receipt, and Periodic Payments received with respect to the replaced
Mortgage Loan or a repurchased Mortgage Loan up to and including the related
date of substitution or repurchase, as the case may be, shall belong to the
Trust Fund.
(d) If (i) any Mortgage Loan is required to be repurchased or
substituted for in the manner described above, (ii) such Mortgage Loan is a
Crossed Loan, and (iii) the applicable Document Defect or Breach does not
constitute a Document Defect or Breach, as the case may be, as to any other
Crossed Loan in such Crossed Group (without regard to this paragraph), then the
applicable Document Defect or Breach, as the case may be, will be deemed to
constitute a Document Defect or Breach, as the case may be, as to each other
Crossed Loan in the Crossed Group for purposes of this paragraph, and the Seller
will be required to repurchase or substitute for the remaining Crossed Loan(s)
in the related Crossed Group as provided in the immediately preceding paragraph
unless: (x) such other Crossed Loans in such Crossed Group satisfy the Crossed
Loan Repurchase Criteria; (y) the Seller (at its expense) shall have furnished
the Trustee
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with an Opinion of Counsel to the effect that the repurchase of or substitution
for the affected Crossed Loan only, including, without limitation, any
modification required with respect to such repurchase or substitution, shall not
cause an Adverse REMIC Event; and (z) the repurchase of or substitution for the
affected Crossed Loan only shall satisfy all other criteria for repurchase or
substitution, as applicable, of Mortgage Loans set forth herein or in the
Pooling and Servicing Agreement. If the conditions set forth in clauses (x), (y)
and (z) of the prior sentence are satisfied, the Seller may elect either to
repurchase or substitute for only the affected Crossed Loan as to which the
related Document Defect or Breach exists or to repurchase or substitute for all
of the Crossed Loans in the related Crossed Group. The Seller shall be
responsible for the cost of any Appraisal required to be obtained by the
applicable Master Servicer to determine if the Crossed Loan Repurchase Criteria
have been satisfied, so long as the scope and cost of such Appraisal has been
approved by the Seller (such approval not to be unreasonably withheld). To the
extent that the Seller is required to purchase or substitute for a Crossed Loan
hereunder in the manner prescribed above while the Purchaser continues to hold
any other Crossed Loans in such Crossed Group, neither the Seller nor the
Purchaser shall enforce any remedies against the other's Primary Collateral, but
each is permitted to exercise remedies against the Primary Collateral securing
its respective Crossed Loans, including, with respect to the Purchaser, the
Primary Collateral securing the Crossed Loans still held by the Purchaser, so
long as such exercise does not materially impair the ability of the other party
to exercise its remedies against its Primary Collateral.
If the exercise of remedies by one party would materially impair the
ability of the other party to exercise its remedies with respect to the Primary
Collateral securing the Crossed Loans held by such party, then the Seller and
the Purchaser shall forbear from exercising such remedies until the Mortgage
Loan documents evidencing and securing the relevant Crossed Loans can be
modified in a manner that complies with this Agreement to remove the threat of
material impairment as a result of the exercise of remedies or some other
accommodation can be reached. Any reserve or other cash collateral or letters of
credit securing the Crossed Loans shall be allocated between such Crossed Loans
in accordance with the Mortgage Loan documents or, if not specified in the
related Mortgage Loan documents, on a pro rata basis based upon their
outstanding Stated Principal Balances. Notwithstanding the foregoing, if a
Crossed Loan included in the Trust Fund is modified to terminate the related
cross-collateralization and/or cross-default provisions, as a condition to such
modification, the Seller shall furnish to the Trustee an Opinion of Counsel that
such modification shall not cause an Adverse REMIC Event. Any expenses incurred
by the Purchaser in connection with such modification or accommodation
(including but not limited to recoverable attorney fees) shall be paid by the
Seller.
Notwithstanding any of the foregoing provisions of this Section 3(d),
if there is a Document Defect or Breach (which Document Defect or Breach shall
materially and adversely affect the value of the related Mortgage Loan or the
interests of the Certificateholders therein) with respect to one or more
Mortgaged Properties with respect to a Mortgage Loan, the Seller shall not be
obligated to repurchase or replace the Mortgage Loan if (i) the affected
Mortgaged Property(ies) may be released pursuant to the terms of any partial
release provisions in the related Mortgage Loan documents (and such Mortgaged
Property(ies) are, in fact, released) and, to the extent not covered by the
applicable release price (if any) required under the related Mortgage Loan
documents, the Seller pays (or causes to be paid) any additional amounts
necessary to cover all reasonable out-of-pocket expenses reasonably incurred by
the applicable
10
Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator or the Trust Fund in connection with such release, (ii) the
remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in
the related Mortgage Loan documents and the Seller provides an opinion of
counsel to the effect that such release would not cause any REMIC created under
the Pooling and Servicing Agreement to fail to qualify as a REMIC under the Code
or result in the imposition of any tax on "prohibited transactions" or
"contributions" after the Startup Day under the REMIC Provisions and (iii) the
Seller obtains from each Rating Agency then rating the Certificates and delivers
to the Trustee and the applicable Master Servicer written confirmation that such
release would not cause the then-current ratings of the Certificates rated by it
to be qualified, downgraded or withdrawn.
(e) In connection with any permitted repurchase or substitution of one
or more Mortgage Loans contemplated hereby, upon receipt of a certificate from a
Servicing Officer certifying as to the receipt of the Purchase Price or
Substitution Shortfall Amount(s), as applicable, in the Collection Account
maintained by the applicable Master Servicer, and the delivery of the Mortgage
File(s) and the Servicing File(s) for the related Qualified Substitute Mortgage
Loan(s) to the Trustee and the applicable Master Servicer, respectively, if
applicable, (i) the Trustee shall execute and deliver such endorsements and
assignments as are provided to it by the applicable Master Servicer or the
Seller, in each case without recourse, representation or warranty, as shall be
necessary to vest in the Seller, the legal and beneficial ownership of each
repurchased Mortgage Loan or replaced Mortgage Loan, as applicable, (ii) the
Trustee, the applicable Master Servicer and the Special Servicer shall each
tender to the Seller, upon delivery to each of them of a receipt executed by the
Seller, all portions of the Mortgage File and other documents pertaining to such
Mortgage Loan possessed by it, and (iii) the applicable Master Servicer and the
Special Servicer shall release to the Seller any Escrow Payments and Reserve
Funds held by it in respect of such repurchased or replaced Mortgage Loans.
(f) This Section 3 provides the sole remedy available to the
Certificateholders or the Trustee on behalf of the Certificateholders,
respecting any Document Defect or Breach and the Purchaser acknowledges and
agrees that the representations and warranties made herein by the Seller
pursuant to Section 3(b) are solely for risk allocation purposes.
SECTION 4. Representations and Warranties of the Purchaser. In order
to induce the Seller to enter into this Agreement, the Purchaser hereby
represents and warrants for the benefit of the Seller as of the date hereof
that:
(a) The Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware. The Purchaser has
the full corporate power and authority and legal right to acquire the Mortgage
Loans from the Seller and to transfer the Mortgage Loans to the Trustee.
(b) This Agreement has been duly and validly authorized, executed and
delivered by the Purchaser, all requisite action by the Purchaser's directors
and officers has been taken in connection therewith, and (assuming the due
authorization, execution and delivery hereof by the Seller) this Agreement
constitutes the valid, legal and binding agreement of the Purchaser, enforceable
against the Purchaser in accordance with its terms, except as such enforcement
may be limited by (i) laws relating to bankruptcy, insolvency, reorganization,
11
receivership or moratorium, (ii) other laws relating to or affecting the rights
of creditors generally, or (iii) general equity principles (regardless of
whether such enforcement is considered in a proceeding in equity or at law).
(c) The Purchaser is not a party to or bound by any agreement or
instrument or subject to any other corporate restriction or any judgment, order,
writ, injunction, decree, law or regulation that would, in the Purchaser's
reasonable and good faith judgment, materially and adversely affect the ability
of the Purchaser to perform its obligations under this Agreement or that
requires the consent of any third person to the execution of this Agreement or
the performance by the Purchaser of its obligations under this Agreement (except
to the extent such consent has been obtained).
(d) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by such Purchaser of, or compliance by such Purchaser with, this
Agreement or the consummation of the transactions of such contemplated by this
Agreement, except for any consent, approval, authorization or order which has
been obtained prior to the actual performance by such Purchaser of its
obligations under this Agreement, or which, if not obtained would not have a
materially adverse effect on the ability of such Purchaser to perform its
obligations hereunder.
(e) None of the acquisition of the Mortgage Loans by the Purchaser,
the transfer of the Mortgage Loans to the Trustee, and the execution, delivery
or performance of this Agreement by the Purchaser, results or will result in the
creation or imposition of any lien on any of the Purchaser's assets or property,
or conflicts or will conflict with, results or will result in a breach of, or
constitutes or will constitute a default under (i) any term or provision of the
Purchaser's articles of association or bylaws, (ii) any term or provision of any
material agreement, contract, instrument or indenture, to which the Purchaser is
a party or by which the Purchaser is bound, or (iii) any law, rule, regulation,
order, judgment, writ, injunction or decree of any court or governmental
authority having jurisdiction over the Purchaser or its assets, which default
might have consequences that would, in the Purchaser's reasonable and good faith
judgment, materially and adversely affect the condition (financial or other) or
operations of the Purchaser or its properties or have consequences that would
materially and adversely affect its performance hereunder.
(f) Under GAAP and for federal income tax purposes, the Purchaser will
report the transfer of the Mortgage Loans by the Seller to the Purchaser as a
sale of the Mortgage Loans to the Purchaser in exchange for the consideration
contemplated by this Agreement.
(g) There is no action, suit, proceeding or investigation pending or
to the knowledge of the Purchaser, threatened against the Purchaser in any court
or by or before any other governmental agency or instrumentality which would, in
the Purchaser's reasonable and good faith judgment, materially and adversely
affect the validity of this Agreement or any action taken in connection with the
obligations of the Purchaser contemplated herein, or which would be likely to
impair materially the ability of the Purchaser to enter into and/or perform
under the terms of this Agreement.
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(h) The Purchaser is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,
municipal or governmental agency, which default might have consequences that
would materially and adversely affect the condition (financial or other) or
operations of the Purchaser or its properties or might have consequences that
would materially and adversely affect its performance hereunder.
SECTION 5. Closing. The closing of the sale of the Mortgage Loans (the
"Closing") shall be held at the offices of Sidley Austin LLP, New York, New York
on the Closing Date.
The Closing shall be subject to each of the following conditions:
(a) All of the representations and warranties of the Seller set forth
in or made pursuant to Section 3(a) and Section 3(b) of this Agreement and all
of the representations and warranties of the Purchaser set forth in Section 4 of
this Agreement shall be true and correct in all material respects as of the
Closing Date;
(b) The Pooling and Servicing Agreement (to the extent it affects the
obligations of the Seller hereunder) and all documents specified in Section 6 of
this Agreement (the "Closing Documents"), in such forms as are agreed upon and
acceptable to CCMSI, the Seller, the Dealers and their respective counsel in
their reasonable discretion, shall be duly executed and delivered by all
signatories as required pursuant to the respective terms thereof;
(c) The Seller or its designee shall have delivered and released to
the Trustee (or a Custodian on its behalf) and the applicable Master Servicer,
respectively, all documents represented to have been or required to be delivered
to the Trustee and such Master Servicer on or before the Closing Date pursuant
to Section 2 of this Agreement;
(d) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with in all
material respects and the Seller and the Purchaser shall each have the ability
to comply with all terms and conditions and perform all duties and obligations
required to be complied with or performed after the Closing Date;
(e) The Seller shall have paid all fees and expenses payable by it to
CCMSI or otherwise pursuant to this Agreement as of the Closing Date; and
(f) Letters from an independent accounting firm reasonably acceptable
to CCMSI and the Seller in form satisfactory to CCMSI, relating to certain
information regarding the Mortgage Loans and Certificates as set forth in the
Prospectus, the Prospectus Supplement and other disclosure documents.
Both parties agree to use their best efforts to perform their
respective obligations hereunder in a manner that will enable the Purchaser to
purchase the Mortgage Loans on the Closing Date.
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SECTION 6. Closing Documents. The Closing Documents shall consist of
the following:
(a) This Agreement, the Pooling and Servicing Agreement and the
Indemnification Agreement, in each case duly executed by all parties thereto;
(b) A certificate of the Seller, executed by the Seller and dated the
Closing Date, and upon which CCMSI and the Dealers may rely, to the effect that:
(i) the representations and warranties of the Seller in this Agreement and the
Indemnification Agreement are true and correct in all material respects at and
as of the Closing Date with the same effect as if made on such date, subject, in
the case of the representations and warranties made by the Seller pursuant to
Section 3(b) of this Agreement, to the exceptions to such representations and
warranties set forth in Schedule III to this Agreement; and (ii) the Seller has,
in all material respects, complied with all the agreements and satisfied all the
conditions on its part that are required under this Agreement to be performed or
satisfied at or prior to the Closing Date;
(c) An officer's certificate from the Seller, dated the Closing Date,
and upon which CCMSI and the Dealers may rely, to the effect that each
individual who, as an officer or representative of the Seller, signed this
Agreement or any other document or certificate delivered on or before the
Closing Date in connection with the transactions contemplated herein, was at the
respective times of such signing and delivery, and is as of the Closing Date,
duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures;
(d) True and complete copies of the articles of association and
by-laws of the Seller (as certified to by the Secretary or an assistant
secretary of the Seller), and a certificate of corporate existence of the Seller
issued by the Office of the Comptroller of the Currency not earlier than thirty
(30) days prior to the Closing Date;
(e) A written opinion of counsel for the Seller (which opinion may be
from in-house counsel, outside counsel or a combination thereof), relating to
certain corporate and enforceability matters and reasonably satisfactory to the
Purchaser, its counsel and the Rating Agencies, dated the Closing Date and
addressed to CCMSI, the Trustee, the Certificate Administrator, the Dealers and
the Rating Agencies, together with such other written opinions as may be
required by the Rating Agencies;
(f) Such further certificates, opinions and documents as the Purchaser
may reasonably request prior to the sale of the Mortgage Loans by the Seller to
the Purchaser; and
(g) A written opinion of counsel for the Purchaser (which opinion may
be from in-house counsel, outside counsel, or a combination thereof, and may
include a reliance letter addressed to the Seller with respect to opinions given
to other parties) relating to certain corporate and enforceability matters and
reasonably satisfactory to the Seller and its counsel, dated the Closing Date
and addressed to the Seller.
SECTION 7. Costs. The Seller shall pay (or shall reimburse the
Purchaser to the extent that the Purchaser has paid) the Seller's pro rata
portion of the aggregate of the following amounts (the Seller's pro rata portion
to be determined according to the percentage
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that the Seller Mortgage Loan Balance represents of the Cut-off Date Pool
Balance, the exact amount of which shall be as set forth in or determined
pursuant to the memorandum of understanding, to which the Seller and the
Purchaser (or affiliates thereof) are parties, with respect to the transactions
contemplated by this Agreement): (i) the costs and expenses of delivering the
Pooling and Servicing Agreement and the Certificates; (ii) the costs and
expenses of printing (or otherwise reproducing) and delivering a final
Prospectus and Memorandum and other customary offering materials relating to the
Certificates; (iii) the initial fees, costs, and expenses of the Trustee and the
Certificate Administrator (including reasonable attorneys' fees) incurred in
connection with the securitization of the Mortgage Loans and the Other Mortgage
Loans; (iv) the filing fee charged by the Securities and Exchange Commission for
registration of the Certificates so registered; (v) the fees charged by the
Rating Agencies to rate the Certificates so rated; (vi) the fees and
disbursements of a firm of certified public accountants selected by the
Purchaser and the Seller with respect to numerical information in respect of the
Mortgage Loans, the Other Mortgage Loans and the Certificates included in the
Prospectus, the Memorandum and other customary offering materials, including the
cost of obtaining any "comfort letters" with respect to such items; (vii) the
reasonable out-of-pocket costs and expenses in connection with the qualification
or exemption of the Certificates under state securities or "Blue Sky" laws,
including filing fees and reasonable fees and disbursements of counsel in
connection therewith, in connection with the preparation of any "Blue Sky"
survey and in connection with any determination of the eligibility of the
Certificates for investment by institutional investors and the preparation of
any legal investment survey; (viii) the expenses of printing any such "Blue Sky"
survey and legal investment survey; and (ix) the reasonable fees and
disbursements of counsel to the Dealers. All other costs and expenses in
connection with the transactions contemplated hereunder shall be borne by the
party incurring such expense.
SECTION 8. Grant of a Security Interest. It is the express intent of
the parties hereto that the conveyance of the Mortgage Loans by the Seller to
the Purchaser as provided in Section 2 hereof be, and be construed as, a sale of
the Mortgage Loans by the Seller to the Purchaser and not as a pledge of the
Mortgage Loans by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, if, notwithstanding the aforementioned intent
of the parties, the Mortgage Loans are held to be property of the Seller, then,
(a) it is the express intent of the parties that such conveyance be deemed a
pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or
other obligation of the Seller, and (b) (i) this Agreement shall also be deemed
to be a security agreement within the meaning of Article 9 of the Uniform
Commercial Code of the applicable jurisdiction; (ii) the conveyance provided for
in Section 2 hereof shall be deemed to be a grant by the Seller to the Purchaser
of a security interest in all of the Seller's right, title and interest in and
to the Mortgage Loans, and all amounts payable to the holder of the Mortgage
Loans in accordance with the terms thereof, and all proceeds of the conversion,
voluntary or involuntary, of the foregoing into cash, instruments, securities or
other property, including, without limitation, all amounts, other than
investment earnings, from time to time held or invested in the Collection
Accounts, the Distribution Account or, if established, the REO Accounts (each as
defined in the Pooling and Servicing Agreement) whether in the form of cash,
instruments, securities or other property; (iii) the assignment to the Trustee
of the interest of the Purchaser in and to the Mortgage Loans pursuant to the
Pooling and Servicing Agreement, as contemplated by Section 1 hereof shall be
deemed to be an assignment of any security interest created hereunder; (iv) the
possession by the Trustee or any of its agents, including, without limitation,
the Custodian, of the Mortgage Notes, and such other items of
15
property as constitute instruments, money, negotiable documents or chattel paper
shall be deemed to be possession by the secured party for purposes of perfecting
the security interest pursuant to Section 9-313 of the Uniform Commercial Code
of the applicable jurisdiction; and (v) notifications to persons (other than the
Trustee) holding such property, and acknowledgments, receipts or confirmations
from persons (other than the Trustee) holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, securities
intermediaries, bailees or agents (as applicable) of the secured party for the
purpose of perfecting such security interest under applicable law. The Seller
and the Purchaser shall, to the extent consistent with this Agreement, take such
actions as may be necessary to ensure that, if this Agreement were deemed to
create a security interest in the Mortgage Loans, such security interest would
be deemed to be a perfected security interest of first priority under applicable
law and will be maintained as such throughout the term of this Agreement and the
Pooling and Servicing Agreement, and in connection therewith the Seller
authorizes the Purchaser to file any and all appropriate Uniform Commercial Code
financing statements.
SECTION 9. Notices. All notices, copies, requests, consents, demands
and other communications in connection herewith shall be in writing and
telecopied or delivered to the intended recipient at the "Address for Notices"
specified for such party on Exhibit A hereto or, as to either party, at such
other address as shall be designated by such party in a notice hereunder to the
other party. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when transmitted by
telecopier or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as aforesaid.
SECTION 10. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser (and by the Purchaser to the Trustee).
SECTION 11. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any particular jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.
SECTION 12. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be an original, but which together shall
constitute one and the same agreement.
16
SECTION 13. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED IN
ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF NEW YORK. THE PARTIES HERETO
INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW SHALL APPLY TO THIS AGREEMENT.
SECTION 14. Attorneys' Fees. If any legal action, suit or proceeding
is commenced between the Seller and the Purchaser regarding their respective
rights and obligations under this Agreement, the prevailing party shall be
entitled to recover, in addition to damages or other relief, costs and expenses,
attorneys' fees and court costs (including, without limitation, expert witness
fees). As used herein, the term "prevailing party" shall mean the party which
obtains the principal relief it has sought, whether by compromise settlement or
judgment. If the party which commenced or instituted the action, suit or
proceeding shall dismiss or discontinue it without the concurrence of the other
party, such other party shall be deemed the prevailing party.
SECTION 15. Further Assurances. The Seller and the Purchaser agree to
execute and deliver such instruments and take such further actions as the other
party may, from time to time, reasonably request in order to effectuate the
purposes and to carry out the terms of this Agreement.
SECTION 16. Successors and Assigns. The rights and obligations of the
Seller under this Agreement shall not be assigned by the Seller without the
prior written consent of the Purchaser, except that any person into which the
Seller may be merged or consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Seller is a party, or any
person succeeding to all or substantially all of the business of the Seller,
shall be the successor to the Seller hereunder. The Purchaser has the right to
assign its interest under this Agreement, in whole or in part, as may be
required to effect the purposes of the Pooling and Servicing Agreement, and the
assignee shall, to the extent of such assignment, succeed to the rights and
obligations hereunder of the Purchaser. Subject to the foregoing, this Agreement
shall bind and inure to the benefit of and be enforceable by the Seller, the
Purchaser and their permitted successors and assigns. No holder or beneficial
owner of a Certificate shall be deemed a permitted successor or assign to the
Purchaser solely by reason of its interest in such Certificate.
SECTION 17. Amendments. No term or provision of this Agreement may be
waived or modified unless such waiver or modification is in writing and signed
by a duly authorized officer of the party against whom such waiver or
modification is sought to be enforced. No amendment to the Pooling and Servicing
Agreement which relates to defined terms contained therein, Section 2.01(d)
thereof or the repurchase obligations or any other obligations of the Seller
shall be effective against the Seller (in such capacity) unless the Seller shall
have agreed to such amendment in writing.
SECTION 18. Accountants' Letters. The parties hereto shall cooperate
with accountants designated by CCMSI and reasonably acceptable to the Seller in
making available
17
all information and taking all steps reasonably necessary to permit such
accountants to deliver the letters required by the Underwriting Agreement and/or
the Certificate Purchase Agreement.
SECTION 19. Knowledge. Whenever a representation or warranty or other
statement in this Agreement is made with respect to a Person's "knowledge", such
statement refers to such Person's employees or agents who were or are
responsible for or involved with the indicated matter and have actual knowledge
of the matter in question.
SECTION 20. Disclosure Materials. The Purchaser shall provide the
Seller with a copy of the Memorandum and the Prospectus Supplement promptly
following their becoming available.
[SIGNATURES COMMENCE ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.
SELLER
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Xxxx Xxxxxxxx
----------------------------------
Name: Xxxx Xxxxxxxx
Title: Managing Director
PURCHASER
CITIGROUP COMMERCIAL MORTGAGE
SECURITIES INC.
By: /s/ Xxxxxx Xxxxx
----------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
MORTGAGE LOAN PURCHASE AGREEMENT
EXHIBIT A
ADDRESS FOR NOTICES
Seller:
Address for Notices:
LaSalle Bank National Association
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxxxxxxxx
Purchaser:
Address for Notices:
Citigroup Commercial Mortgage Securities Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxx
Facsimile Number: (000) 000-0000
SCHEDULE I
GENERAL MORTGAGE REPRESENTATIONS AND WARRANTIES
1. The information pertaining to each Mortgage Loan set forth in the
Mortgage Loan Schedule was true and correct in all material respects as of the
Cut-off Date.
2. As of the date of its origination, such Mortgage Loan and the interest
(exclusive of any default interest, late charges or prepayment premiums)
contracted for thereunder, complied in all material respects with, or was exempt
from, all requirements of federal, state or local law relating to the
origination of such Mortgage Loan, including those pertaining to usury.
3. Immediately prior to the sale, transfer and assignment to the Purchaser,
the Seller had good title to, and was the sole owner of, each Mortgage Loan and
the Seller is transferring such Mortgage Loan free and clear of any and all
liens, pledges, charges or security interests of any nature encumbering such
Mortgage Loan, but subject to certain agreements regarding servicing as provided
in the Pooling and Servicing Agreement, subservicing agreements permitted
thereunder and that certain Servicing Rights Purchase Agreement dated as of the
Closing Date between the applicable Master Servicer and the Seller. Upon
consummation of the transactions contemplated by the Mortgage Loan Purchase
Agreement, the Seller will have validly and effectively conveyed to the
Purchaser all legal and beneficial interest in and to such Mortgage Loan free
and clear of any pledge, lien or security interest.
4. The proceeds of such Mortgage Loan have been fully disbursed (except to
the extent that a portion of such proceeds is being held in escrow or reserve
accounts) and there is no requirement for future advances thereunder by the
Mortgagee.
5. Each related Mortgage Note, Mortgage, Assignment of Leases (if any) and
other agreement executed by the Mortgagor in connection with such Mortgage Loan
is a legal, valid and binding obligation of the related Mortgagor (subject to
any non-recourse provisions therein and any state anti-deficiency or market
value limit deficiency legislation), enforceable in accordance with its terms,
except (a) that certain provisions contained in such Mortgage Loan documents are
or may be unenforceable in whole or in part under applicable state or federal
laws, but neither the application of any such laws to any such provision nor the
inclusion of any such provisions renders any of the Mortgage Loan documents
invalid as a whole and such Mortgage Loan documents taken as a whole are
enforceable to the extent necessary and customary for the practical realization
of the principal rights and benefits afforded thereby and (b) as such
enforcement may be limited by bankruptcy, insolvency, receivership,
reorganization, moratorium, redemption, liquidation or other laws affecting the
enforcement of creditors' rights generally, or by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity
or at law). The related Mortgage Note and Mortgage contain no
I-2
provision limiting the right or ability of the Seller to assign, transfer and
convey the related Mortgage Loan to any other Person.
6. As of the date of its origination, there was no valid offset, defense,
counterclaim, abatement or right to rescission with respect to any of the
related Mortgage Notes, Mortgage(s) or other agreements executed in connection
therewith, and, as of the Cut-off Date, there is no valid offset, defense,
counterclaim or right to rescission with respect to such Mortgage Note,
Mortgage(s) or other agreements, except in each case, with respect to the
enforceability of any provisions requiring the payment of default interest, late
fees, Additional Interest, prepayment premiums or yield maintenance charges.
7. Each related assignment of Mortgage and assignment of Assignment of
Leases from the Seller to the Trustee constitutes the legal, valid and binding
assignment from the Seller, except as such enforcement may be limited by
bankruptcy, insolvency, redemption, reorganization, liquidation, receivership,
moratorium or other laws relating to or affecting creditors' rights generally or
by general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law). Each Mortgage and Assignment of
Leases is freely assignable.
8. Each related Mortgage is a valid and enforceable first lien on the
related Mortgaged Property subject only to the exceptions and limitations set
forth in representation (5) above and the following title exceptions (each such
title exception, a "Title Exception", and collectively, the "Title Exceptions"):
(a) the lien of current real property taxes, ground rents, water charges, sewer
rents and assessments not yet delinquent or accruing interest or penalties, (b)
covenants, conditions and restrictions, rights of way, easements and other
matters of public record, none of which, individually or in the aggregate,
materially and adversely interferes with the current use of the Mortgaged
Property or the security intended to be provided by such Mortgage or with the
Mortgagor's ability to pay its obligations under the Mortgage Loan when they
become due or materially and adversely affects the value of the Mortgaged
Property, (c) the exceptions (general and specific) and exclusions set forth in
the applicable policy described in representation (12) below or appearing of
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 Mortgagor's ability to pay its obligations
under the Mortgage Loan when they become due or materially and adversely affects
the value of the Mortgaged Property, (d) other matters to which like properties
are commonly subject, none of which, individually or in the aggregate,
materially and adversely interferes with the current use of the Mortgaged
Property or the security intended to be provided by such Mortgage or with the
Mortgagor's ability to pay its obligations under the Mortgage Loan when they
become due or materially and adversely affects the value of the Mortgaged
Property, (e) the right of tenants (whether under ground leases, space leases or
operating leases) at the Mortgaged Property to remain following a foreclosure or
similar proceeding (provided that such tenants are performing under such
leases), (f) if such Mortgage Loan is cross-collateralized with any other
Mortgage Loan, the lien of the Mortgage for such other Mortgage Loan, and (g) if
such Mortgage Loan is part of a Loan Combination, the lien of
I-3
the Mortgage for the related Non-Trust Loan(s). Except with respect to
cross-collateralized and cross-defaulted Mortgage Loans and Mortgage Loans that
are part of a Loan Combination, there are no mortgage loans that are senior or
pari passu in right of payment with the subject Mortgage Loan that are secured
by the related Mortgaged Property.
9. UCC Financing Statements have been filed and/or recorded (or, if not
filed and/or recorded, have been submitted in proper form for filing and
recording) in all public places necessary at the time of the origination of each
Mortgage Loan to perfect a valid security interest in all items of personal
property reasonably necessary to operate the Mortgaged Property owned by a
Mortgagor and located on the related Mortgaged Property (other than any personal
property subject to a purchase money security interest or a sale and leaseback
financing arrangement permitted under the terms of such Mortgage Loan or any
other personal property leases applicable to such personal property), to the
extent perfection may be effected pursuant to applicable law by recording or
filing of UCC Financing Statements, and the Mortgages, security agreements,
chattel mortgages or equivalent documents related to and delivered in connection
with the related Mortgage Loan establish and create a valid and enforceable lien
and security interest on such items of personalty except as such enforcement may
be limited by bankruptcy, insolvency, receivership, reorganization, moratorium,
redemption, liquidation or other laws affecting the enforcement of creditor's
rights generally, or by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law). Notwithstanding
any of the foregoing, no representation is made as to the perfection of any
security interest in rents or other personal property to the extent that
possession or control of such items or actions other than the filing of UCC
Financing Statements are required in order to effect such perfection.
10. All real estate taxes and governmental assessments, or installments
thereof, which would be a lien on the Mortgaged Property and that prior to the
Cut-off Date have become delinquent in respect of each related Mortgaged
Property, have been paid, or an escrow of funds in an amount sufficient
(together with escrow payments required to be made prior to delinquency) to
cover such payments has been established. For purposes of this representation
and warranty, real estate taxes and governmental assessments and installments
thereof shall not be considered delinquent until the earlier of (a) the date on
which interest and/or penalties would first be payable thereon and (b) the date
on which enforcement action is entitled to be taken by the related taxing
authority.
11. To the Seller's actual knowledge as of the Cut-off Date, and to the
Seller's actual knowledge based solely upon due diligence customarily performed
with the origination of comparable mortgage loans by the Seller, each related
Mortgaged Property was free and clear of any material damage (other than
deferred maintenance for which escrows were established at origination) that
would materially and adversely affect the value of such Mortgaged Property as
security for the Mortgage Loan, and to the Seller's actual knowledge as of the
Cut-off Date there was no proceeding pending for the total or partial
condemnation of such Mortgaged Property.
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12. The lien of each related Mortgage as a first priority lien in the
original principal amount of such Mortgage Loan (and, in the case of a Mortgage
Loan that is part of a Loan Combination, in the original (aggregate, if
applicable) principal amount of the other mortgage loan(s) constituting the
related Loan Combination) after all advances of principal (as set forth on the
Mortgage Loan Schedule) is insured by an ALTA lender's title insurance policy
(or a binding commitment therefor), or its equivalent as adopted in the
applicable jurisdiction, insuring the Seller, its successors and assigns,
subject only to the Title Exceptions; the Seller or its successors or assigns is
the named insured of such policy; such policy is assignable in connection with
the assignment of the related Mortgage Note without consent of the insurer and
will inure to the benefit of the Trustee as mortgagee of record; such policy is
in full force and effect upon the consummation of the transactions contemplated
by this Agreement; all premiums thereon have been paid; no material claims have
been made under such policy and the Seller has not done anything, by act or
omission, and the Seller has no actual knowledge of any matter, which would
impair or diminish the coverage of such policy. The insurer issuing such policy
is either (x) a nationally recognized title insurance company or (y) qualified
to do business in the jurisdiction in which the related Mortgaged Property is
located to the extent required; and such policy contains no material exclusions
for, or affirmatively insures (except for any Mortgaged Property located in a
jurisdiction where such insurance is not available) (a) access to a public road
or (b) against any loss due to encroachments of any material portion of the
improvements thereon.
13. As of the date of its origination, all insurance coverage required
under each related Mortgage was in full force and effect with respect to each
related Mortgaged Property, which insurance covered such risks as were
customarily acceptable to prudent commercial and multifamily mortgage lending
institutions lending on the security of property comparable to the related
Mortgaged Property in the jurisdiction in which such Mortgaged Property is
located, and with respect to a fire and extended perils insurance policy, was in
an amount (subject to a customary deductible) at least equal to the lesser of
(i) the replacement cost of improvements located on such Mortgaged Property, or
(ii) the original principal balance of the Mortgage Loan (and, in the case of a
Mortgage Loan that is part of a Loan Combination, in the original (aggregate, if
applicable) principal amount of the other mortgage loan(s) constituting the
related Loan Combination), and in any event, in an amount necessary to prevent
operation of any co-insurance provisions, and, except if such Mortgaged Property
is operated as a manufactured housing community, such Mortgaged Property is also
covered by business interruption or rental loss insurance, in an amount at least
equal to twelve (12) months of operations of the related Mortgaged Property (or
in the case of a Mortgaged Property without any elevator, six (6) months); and
as of the Cut-off Date, to the actual knowledge of the Seller, all insurance
coverage required under each Mortgage, which insurance covers such risks and is
in such amounts as are customarily acceptable to prudent commercial and
multifamily mortgage lending institutions lending on the security of property
comparable to the related Mortgaged Property in the jurisdiction in which such
Mortgaged Property is located, is in full force and effect with respect to each
related Mortgaged Property; and all premiums due and payable through the Closing
Date have been paid; and no notice of termination or cancellation with respect
to any such insurance policy has been received by the Seller. Except for certain
amounts not greater than amounts which would be considered prudent
I-5
by a commercial and multifamily mortgage lending institution with respect to a
similar mortgage loan and which are set forth in the related Mortgage, any
insurance proceeds in respect of a casualty loss are required to be applied
either (i) to the repair or restoration of all or part of the related Mortgaged
Property or (ii) to the reduction of the outstanding principal balance of the
Mortgage Loan, subject in either case to requirements with respect to leases at
the related Mortgaged Property and to other exceptions customarily provided for
by prudent commercial and multifamily mortgage lending institutions for similar
loans. The Mortgaged Property is also covered by comprehensive general liability
insurance against claims for personal and bodily injury, death or property
damage occurring on, in or about the related Mortgaged Property, in an amount
customarily required by prudent commercial and multifamily mortgage lending
institutions.
The insurance policies contain a standard mortgagee clause naming the
holder of the related Mortgage, its successors and assigns as loss payee, in the
case of a property insurance policy, and additional insured in the case of a
liability insurance policy, and provide that they are not terminable without
thirty (30) days prior written notice to the Mortgagee (or, with respect to
non-payment, ten (10) days prior written notice to the Mortgagee) or such lesser
period as prescribed by applicable law. Each Mortgage requires that the
Mortgagor maintain insurance as described above or permits the Mortgagee to
require insurance as described above, and permits the Mortgagee to purchase such
insurance at the Mortgagor's expense if Mortgagor fails to do so.
14. Other than payments due but not yet thirty (30) days or more
delinquent, to the Seller's actual knowledge, based upon due diligence
customarily performed with the servicing of comparable mortgage loans by prudent
commercial and multifamily mortgage lending institutions, there is no material
default, breach, violation or event of acceleration existing under the related
Mortgage or the related Mortgage Note, and to the Seller's actual knowledge no
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 material default, breach, violation or event of acceleration;
provided, however, that this representation and warranty does not address or
otherwise cover any default, breach, violation or event of acceleration that
specifically pertains to any matter otherwise covered by any other
representation and warranty made by the Seller in any paragraph of this Schedule
I or in any paragraph of Schedule II; and the Seller has not waived any material
default, breach, violation or event of acceleration under such Mortgage or
Mortgage Note, except for a written waiver contained in the related Mortgage
File being delivered to the Purchaser, and pursuant to the terms of the related
Mortgage or the related Mortgage Note and other documents in the related
Mortgage File, no Person or party other than the holder of such Mortgage Note
may declare any event of default or accelerate the related indebtedness under
either of such Mortgage or Mortgage Note.
15. As of the Closing Date, each Mortgage Loan is not, and in the prior
twelve (12 ) months (or since the date of origination if such Mortgage Loan has
been originated within the past twelve (12 ) months), has not been, thirty (30)
days or more past due in respect of any Scheduled Payment.
I-6
16. Except with respect to ARD Loans, which provide that the rate at which
interest accrues thereon increases after the Anticipated Repayment Date, the
Mortgage Rate (exclusive of any default interest, late charges or prepayment
premiums) of such Mortgage Loan is a fixed rate.
17. No related Mortgage provides for or permits, without the prior written
consent of the holder of the Mortgage Note, any related Mortgaged Property to
secure any other promissory note or obligation except as expressly described in
such Mortgage or other Mortgage Loan document.
18. Each Mortgage Loan is directly secured by a Mortgage on a commercial
property or a multifamily residential property, and either (a) substantially all
of the proceeds of such Mortgage Loan were used to acquire, improve or protect
the portion of such commercial or multifamily residential property that consists
of an interest in real property (within the meaning of Treasury Regulations
Sections 1.856-3(c) and 1.856-3(d)) and such interest in real property was the
only security for such Mortgage Loan as of the Testing Date (as defined below),
or (b) the fair market value of the interest in real property which secures such
Mortgage Loan was at least equal to 80% of the principal amount of such Mortgage
Loan (i) as of the Testing Date, or (ii) as of the Closing Date. For purposes of
the previous sentence, (A) the fair market value of the referenced interest in
real property shall first be reduced by (1) the amount of any lien on such
interest in real property that is senior to such Mortgage Loan, and (2) a
proportionate amount of any lien on such interest in real property that is on a
parity with the Mortgage Loan, and (B) the "Testing Date" shall be the date on
which the referenced Mortgage Loan was originated unless (1) such Mortgage Loan
was modified after the date of its origination in a manner that would cause a
"significant modification" of such Mortgage Loan within the meaning of Treasury
Regulations Section 1.1001-3(b), and (2) such "significant modification" did not
occur at a time when such Mortgage Loan was in default or when default with
respect to such Mortgage Loan was reasonably foreseeable. However, if the
referenced Mortgage Loan has been subjected to a "significant modification"
after the date of its origination and at a time when such Mortgage Loan was not
in default or when default with respect to such Mortgage Loan was not reasonably
foreseeable, the Testing Date shall be the date upon which the latest such
"significant modification" occurred.
19. One or more environmental site assessments, updates or transaction
screens thereof were performed by an environmental consulting firm independent
of the Seller and the Seller's affiliates with respect to each related Mortgaged
Property during the 18-months preceding the origination of the related Mortgage
Loan, except for those Mortgage Loans identified on Annex A to this Schedule I
for which a lender's environmental insurance policy was obtained in lieu of such
environmental site assessments, updates and transaction screens, and the Seller,
having made no independent inquiry other than to review the report(s) prepared
in connection with the assessment(s), updates or transaction screens referenced
herein, has no actual knowledge and has received no notice of any material and
adverse environmental condition or circumstance affecting such Mortgaged
Property that was not disclosed in such report(s). If any such environmental
report identified any Recognized Environmental Condition (REC), as that term is
defined in the Standard Practice for Environmental Site Assessments: Phase I
I-7
Environmental Site Assessment Process Designation: E 1527-00, as recommended by
the American Society for Testing and Materials (ASTM), with respect to the
related Mortgaged Property and the same have not been subsequently addressed in
all material respects, then one or more of the following is true: (i) an escrow
greater than 100% of the amount identified as necessary by the environmental
consulting firm to address the REC is held by the Seller for purposes of
effecting same (and the related Mortgagor has covenanted in the Mortgage Loan
documents to perform such work); (ii) the related Mortgagor or other responsible
party having financial resources reasonably estimated to be adequate to address
the REC is required to take such actions or is liable for the failure to take
such actions, if any, with respect to such circumstances or conditions as have
been required by the applicable governmental regulatory authority or any
environmental law or regulation; (iii) the related Mortgagor has provided a
lender's environmental insurance policy (in which case such Mortgage Loan is
identified on Annex A to this Schedule I); (iv) an operations and maintenance
plan has been or will be implemented; (v) such conditions or circumstances were
investigated further and based upon such additional investigation, a qualified
environmental consultant recommended no further investigation or remediation; or
(vi) the Mortgagor or other responsible party has obtained a no further action
letter or other evidence that governmental authorities have no intention of
taking any action or requiring any action in respect of the REC. All
environmental assessments or updates that were in the possession of the Seller
and that relate to a Mortgaged Property insured by an environmental insurance
policy have been delivered to or disclosed to the environmental insurance
carrier issuing such policy prior to the issuance of such policy.
20. Each related Mortgage and Assignment of Leases, together with
applicable state law, contains customary and enforceable provisions for
comparable mortgaged properties similarly situated such 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,
subject to the effects of bankruptcy, insolvency, reorganization, receivership,
moratorium, redemption, liquidation or similar laws affecting the rights of
creditors and the application of principles of equity.
21. At the time of origination and, to the actual knowledge of Seller as of
the Cut-off Date, no Mortgagor is a debtor in any state or federal bankruptcy or
insolvency proceeding.
22. Except with respect to any Mortgage Loan that is part of a Loan
Combination, each Mortgage Loan is a whole loan and contains no equity
participation by the Seller or shared appreciation feature and does not provide
for any contingent or additional interest in the form of participation in the
cash flow of the related Mortgaged Property or, other than the ARD Loans,
provide for negative amortization. The Seller holds no preferred equity interest
in the related Mortgagor.
23. Subject to certain exceptions, which are customarily acceptable to
prudent commercial and multifamily mortgage lending institutions lending on the
security of property comparable to the related Mortgaged Property, each related
Mortgage or loan
I-8
agreement contains provisions for the acceleration of the payment of the unpaid
principal balance of such Mortgage Loan if, without complying with the
requirements of the Mortgage or loan agreement, (a) the related Mortgaged
Property, or any controlling interest in the related Mortgagor, is directly
transferred or sold (other than by reason of family and estate planning
transfers, transfers by devise, descent or operation of law upon the death or
incapacity of a member, general partner or shareholder of the related Mortgagor,
transfers of less than a controlling interest in a mortgagor, issuance of
non-controlling new equity interests, transfers among existing members, partners
or shareholders in the Mortgagor or an affiliate thereof, transfers among
affiliated Mortgagors with respect to cross-collateralized and cross-defaulted
Mortgage Loans or multi-property Mortgage Loans or transfers of a similar nature
to the foregoing meeting the requirements of the Mortgage Loan, such as pledges
of ownership interest that do not result in a change of control) or a
substitution or release of collateral is effected other than in the
circumstances specified in representation (26) below, or (b) the related
Mortgaged Property is encumbered in connection with subordinate financing by a
lien or security interest against the related Mortgaged Property, other than any
existing permitted additional debt.
24. Except as set forth in the related Mortgage File, the terms of the
related Mortgage Note and Mortgage(s) have not been waived, modified, altered,
satisfied, impaired, canceled, subordinated or rescinded in any manner which
materially interferes with the security intended to be provided by such
Mortgage.
25. Each related Mortgaged Property was inspected by or on behalf of the
related originator or an affiliate during the 12-month period prior to the
related origination date.
26. Since origination, no material portion of the related Mortgaged
Property has been released from the lien of the related Mortgage in any manner
which materially and adversely affects the value of the Mortgage Loan or
materially interferes with the security intended to be provided by such
Mortgage, and, except with respect to Mortgage Loans (a) which permit defeasance
by means of substituting for the Mortgaged Property (or, in the case of a
Mortgage Loan secured by multiple Mortgaged Properties, one or more of such
Mortgaged Properties) "government securities" within the meaning of Treasury
Regulation Section 1.860G-2(a)(8)(i) sufficient to pay the Mortgage Loans (or
portions thereof) in accordance with their terms, (b) where a release of the
portion of the Mortgaged Property was contemplated at origination and such
portion was not considered material for purposes of underwriting the Mortgage
Loan, (c) where release is conditional upon the satisfaction of certain
underwriting and legal requirements and the payment of a release price that
represents adequate consideration for such Mortgaged Property or the portion
thereof that is being released, (d) which permit the related Mortgagor to
substitute a replacement property in compliance with REMIC Provisions or (e)
which permit the release(s) of unimproved out-parcels or other portions of the
Mortgaged Property that will not have a material adverse affect on the
underwritten value of the security for the Mortgage Loan or that were not
allocated any value in the underwriting during the origination of the Mortgage
Loan, the terms of the related Mortgage do not provide for
I-9
release of any portion of the Mortgaged Property from the lien of the Mortgage
except in consideration of payment in full therefor.
27. To the Seller's actual knowledge, based upon a letter from governmental
authorities, a legal opinion, an endorsement to the related title policy, an
architect's letter or zoning consultant's report or based upon other due
diligence considered reasonable by prudent commercial and multifamily mortgage
lending institutions in the area where the applicable Mortgaged Property is
located, as of the date of origination of such Mortgage Loan and as of the
Cut-off Date, there are no material violations of any applicable zoning
ordinances, building codes and land laws applicable to the Mortgaged Property or
the use and occupancy thereof which (a) are not insured by an ALTA lender's
title insurance policy (or a binding commitment therefor), or its equivalent as
adopted in the applicable jurisdiction, or a law and ordinance insurance policy
or (b) would have a material adverse effect on the value, operation or net
operating income of the Mortgaged Property.
28. To the Seller's actual knowledge based on surveys and/or the title
policy referred to herein obtained in connection with the origination of each
Mortgage Loan, none of the material improvements which were included for the
purposes of determining the appraised value of the related Mortgaged Property at
the time of the origination of the Mortgage Loan lies outside of the boundaries
and building restriction lines of such property (except Mortgaged Properties
which are legal non-conforming uses), to an extent which would have a material
adverse affect on the value of the Mortgaged Property or related Mortgagor's use
and operation of such Mortgaged Property (unless affirmatively covered by title
insurance) and no improvements on adjoining properties encroached upon such
Mortgaged Property to an extent which would have a material adverse affect on
the value of the Mortgaged Property or related Mortgagor's use and operation of
such Mortgaged Property (unless affirmatively covered by title insurance).
29. With respect to at least 95% of the Mortgage Loans (by principal
balance) having a Cut-off Date Balance in excess of 1% of the Initial Pool
Balance, the related Mortgagor has covenanted in its organizational documents
and/or the Mortgage Loan documents to own no significant asset other than the
related Mortgaged Property or Mortgaged Properties, as applicable, and assets
incidental to its ownership and operation of such Mortgaged Property, and to
hold itself out as being a legal entity, separate and apart from any other
Person.
30. No advance of funds has been made other than pursuant to the loan
documents, directly or indirectly, by the Seller to the Mortgagor and, to the
Seller's actual knowledge, no funds have been received from any Person other
than the Mortgagor, for or on account of payments due on the Mortgage Note or
the Mortgage.
31. As of the date of origination and, to the Seller's actual knowledge, as
of the Cut-off Date, there was no pending action, suit or proceeding, or
governmental investigation of which it has received notice, against the
Mortgagor or the related Mortgaged Property the adverse outcome of which could
reasonably be expected to materially and adversely affect such Mortgagor's
ability to pay principal, interest or any
I-10
other amounts due under such Mortgage Loan or the security intended to be
provided by the Mortgage Loan documents or the current use of the Mortgaged
Property.
32. As of the date of origination, and, to the Seller's actual knowledge,
as of the Cut-off Date, if the related Mortgage is a deed of trust, a trustee,
duly qualified under applicable law to serve as such, has either been properly
designated and serving under such Mortgage or may be substituted in accordance
with the Mortgage and applicable law.
33. Except with respect to any Mortgage Loan that is part of a Loan
Combination, the related Mortgage Note is not secured by any collateral that
secures a mortgage loan that is not in the Trust Fund. and each Mortgage Loan
that is cross-collateralized is cross-collateralized only with other Mortgage
Loans sold pursuant to this Agreement.
34. The improvements located on the Mortgaged Property are either not
located in a federally designated special flood hazard area or the Mortgagor is
required to maintain or the mortgagee maintains, flood insurance with respect to
such improvements and such insurance policy is in full force and effect and in
an amount (subject to a deductible not to exceed $25,000) at least equal to the
least of (a) the replacement cost of improvements located on such mortgaged real
property, (b) the outstanding principal balance of the subject mortgage loan and
(c) the maximum amount under the applicable federal flood insurance program.
35. All escrow deposits and payments required pursuant to the Mortgage Loan
as of the Closing Date required to be deposited with the Seller in accordance
with the Mortgage Loan documents have been so deposited, and to the extent not
disbursed or otherwise released in accordance with the related Mortgage Loan
documents, are in the possession, or under the control, of the Seller or its
agent and there are no deficiencies in connection therewith.
36. To the Seller's actual knowledge, based on the due diligence
customarily performed in the origination of comparable mortgage loans by prudent
commercial and multifamily mortgage lending institutions with respect to the
related geographic area and properties comparable to the related Mortgaged
Property, as of the date of origination of the Mortgage Loan, the related
Mortgagor was in possession of all material licenses, permits and authorizations
then required for use of the related Mortgaged Property, and, as of the Cut-off
Date, the Seller has no actual knowledge that the related Mortgagor was not in
possession of such licenses, permits and authorizations.
37. The origination (or acquisition, as the case may be) practices used by
the Seller or its affiliates with respect to the Mortgage Loan have been in all
material respects legal and the servicing and collection practices used by the
Seller or its affiliates with respect to the Mortgage Loan have met customary
industry standards for servicing of commercial mortgage loans for conduit loan
programs.
I-11
38. Except for any Mortgage Loan secured by a Mortgagor's leasehold
interest in the related Mortgaged Property, the related Mortgagor (or its
affiliate) has title in the fee simple interest in each related Mortgaged
Property.
39. The Mortgage Loan documents for each Mortgage Loan provide that each
Mortgage Loan is non-recourse to the related Mortgagor except that the related
Mortgagor accepts responsibility for fraud and/or other intentional material
misrepresentation. The Mortgage Loan documents for each Mortgage Loan provide
that the related Mortgagor shall be liable to the lender for losses incurred due
to the misapplication or misappropriation of rents collected in advance or
received by the related Mortgagor after the occurrence of an event of default
and not paid to the Mortgagee or applied to the Mortgaged Property in the
ordinary course of business, misapplication or conversion by the Mortgagor of
insurance proceeds or condemnation awards or breach of the environmental
covenants in the related Mortgage Loan documents.
40. Subject to the exceptions set forth in representation (5), the
Assignment of Leases set forth in the Mortgage or separate from the related
Mortgage and related to and delivered in connection with each Mortgage Loan
establishes and creates a valid, subsisting and enforceable lien and security
interest in the related Mortgagor's interest in all leases, subleases, licenses
or other agreements pursuant to which any Person is entitled to occupy, use or
possess all or any portion of the real property.
41. With respect to such Mortgage Loan, any prepayment premium constitutes
a "customary prepayment penalty" within the meaning of Treasury Regulations
Section 1.860G-1(b)(2).
42. If such Mortgage Loan contains a provision for any defeasance of
mortgage collateral, such Mortgage Loan permits defeasance (a) no earlier than
two (2) years after the Closing Date, and (b) only with substitute collateral
constituting "government securities" within the meaning of Treasury Regulations
Section 1.860G-2(a)(8)(i) in an amount sufficient to make all scheduled payments
under the Mortgage Note. In addition, if such Mortgage contains such a
defeasance provision, it provides (or otherwise contains provisions pursuant to
which the holder can require) that an opinion be provided to the effect that
such holder has a first priority perfected security interest in the defeasance
collateral. The related Mortgage Loan documents permit the lender to charge all
of its expenses associated with a defeasance to the Mortgagor (including rating
agencies' fees, accounting fees and attorneys' fees), and provide that the
related Mortgagor must deliver (or otherwise, the Mortgage Loan documents
contain certain provisions pursuant to which the lender can require) (i) an
accountant's certification as to the adequacy of the defeasance collateral to
make payments under the related Mortgage Loan for the remainder of its term,
(ii) an Opinion of Counsel that the defeasance complies with all applicable
REMIC Provisions, and (iii) assurances from the Rating Agencies that the
defeasance will not result in the withdrawal, downgrade or qualification of the
ratings assigned to the Certificates. Notwithstanding the foregoing, some of the
Mortgage Loan documents may not affirmatively contain all such requirements, but
such
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requirements are effectively present in such documents due to the general
obligation to comply with the REMIC Provisions and/or deliver a REMIC Opinion of
Counsel.
43. To the extent required under applicable law as of the date of
origination, and necessary for the enforceability or collectability of the
Mortgage Loan, the originator of such Mortgage Loan was authorized to do
business in the jurisdiction in which the related Mortgaged Property is located
at all times when it originated and held the Mortgage Loan.
44. Neither the Seller nor any affiliate thereof has any obligation to make
any capital contributions to the Mortgagor under the Mortgage Loan.
45. Except with respect to any Mortgage Loan that is part of a Loan
Combination, none of the Mortgaged Properties are encumbered, and none of the
Mortgage Loan documents permit the related Mortgaged Property to be encumbered
subsequent to the Closing Date without the prior written consent of the holder
thereof, by any lien securing the payment of money junior to or of equal
priority with, or superior to, the lien of the related Mortgage (other than
Title Exceptions, taxes, assessments and contested mechanics and materialmen's
liens that become payable after the Cut-off Date of the related Mortgage Loan).
I-13
ANNEX A (TO SCHEDULE I)
Mortgage Loans as to Which the Related Mortgagor Obtained
a Lender's Environmental Insurance Policy
None
I-A-1
SCHEDULE II
GROUND LEASE REPRESENTATIONS AND WARRANTIES
With respect to each Mortgage Loan secured by a leasehold interest
(except with respect to any Mortgage Loan also secured by a fee interest in the
related Mortgaged Property), the Seller represents and warrants the following
with respect to the related Ground Lease:
1. Such Ground Lease or a memorandum thereof has been or will be duly
recorded no later than thirty (30) days after the Closing Date and such
Ground Lease permits the interest of the lessee thereunder to be encumbered
by the related Mortgage or, if consent of the lessor thereunder is
required, it has been obtained prior to the Closing Date.
2. Upon the foreclosure of the Mortgage Loan (or acceptance of a deed
in lieu thereof), the Mortgagor's interest in such ground lease is
assignable to the mortgagee under the leasehold estate and its assigns
without the consent of the lessor thereunder (or, if any such consent is
required, it has been obtained prior to the Closing Date).
3. Such Ground Lease may not be amended, modified, canceled or
terminated without the prior written consent of the mortgagee and any such
action without such consent is not binding on the mortgagee, its successors
or assigns, except termination or cancellation if (a) an event of default
occurs under the Ground Lease, (b) notice thereof is provided to the
mortgagee and (c) such default is curable by the mortgagee as provided in
the Ground Lease but remains uncured beyond the applicable cure period.
4. To the actual knowledge of the Seller, at the Closing Date, such
Ground Lease is in full force and effect and other than payments due but
not yet thirty (30) days or more delinquent, (a) there is no material
default, and (b) there is no event which, with the passage of time or with
notice and the expiration of any grace or cure period, would constitute a
material default under such Ground Lease.
5. The Ground Lease or ancillary agreement between the lessor and the
lessee requires the lessor to give notice of any default by the lessee to
the mortgagee. The ground lease or ancillary agreement further provides
that no notice of default given is effective against the mortgagee unless a
copy has been given to the mortgagee in a manner described in the ground
lease or ancillary agreement.
6. The ground lease (a) is not subject to any liens or encumbrances
superior to, or of equal priority with, the Mortgage, subject, however, to
only the Title Exceptions or (b) is subject to a subordination,
non-disturbance and attornment agreement to which the mortgagee on the
lessor's fee interest in the Mortgaged Property is subject.
7. A mortgagee is permitted a reasonable opportunity (including, where
necessary, sufficient time to gain possession of the interest of the lessee
under the ground
II-1
lease) to cure any curable default under such Ground Lease before the
lessor thereunder may terminate such Ground Lease.
8. Such Ground Lease has an original term (together with any extension
options, whether or not currently exercised, set forth therein all of which
can be exercised by the mortgagee if the mortgagee acquires the lessee's
rights under the Ground Lease) that extends not less than twenty (20) years
beyond the Stated Maturity Date.
9. Under the terms of such Ground Lease, any estoppel or consent
letter received by the mortgagee from the lessor, and the related Mortgage,
taken together, 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 mortgagee or a trustee appointed or approved
by it having the right to hold and disburse such proceeds as repair or
restoration progresses (except in cases where a provision entitling another
party to hold and disburse such proceeds would not be viewed as
commercially unreasonable by a prudent commercial and multifamily mortgage
lending institution), or to the payment or defeasance of the outstanding
principal balance of the Mortgage Loan, together with any accrued interest
(except in cases where a different allocation would not be viewed as
commercially unreasonable by a prudent commercial and multifamily mortgage
lending institution, 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).
10. The ground lease does not impose any restrictions on subletting
that would be viewed as commercially unreasonable by a prudent commercial
and multifamily mortgage lending institution.
11. The ground lessor under such Ground Lease is required to enter
into a new lease upon termination of the Ground Lease for any reason,
including the rejection of the Ground Lease in bankruptcy.
II-2
SCHEDULE III
EXCEPTIONS TO GENERAL MORTGAGE REPRESENTATIONS AND WARRANTIES (SET FORTH IN
SCHEDULE I)
EXCEPTIONS TO REPRESENTATION (5)
LOANS EXCEPTIONS
-------------------------------- ---------------------------------------------
BARE HILLS OFFICE The Mortgage Loan is structured as an
indemnity deed of trust ("IDOT"), under which
the guarantor of the Mortgage Note related to
the IDOT owns the related Mortgaged Property
and thus has an interest in the lease
payments.
EXCEPTIONS TO REPRESENTATION (8)
LOANS EXCEPTIONS
-------------------------------- ---------------------------------------------
ALA MOANA The Mortgaged Property secures X-0, X-0X,
X-0X, X-0X, X-0X, X-0X and B-2C notes (which
are included in the C5 trust fund) and also
secures X-0, X-0, X-0, X-0, X-0, X-0, X-0,
X-0, X-0, X-0, X-0, X-0, E-2, F-1 and F-2
notes (which are not included in the C5 trust
fund).
EXCEPTIONS TO REPRESENTATION (13)
LOANS EXCEPTIONS
-------------------------------- ---------------------------------------------
ALA MOANA The Mortgagor is required to obtain terrorism
insurance to the extent commercially
available and at commercially reasonable
prices.
WALGREENS - XXXX, MA Walgreens Co. currently self-insures the
WALGREENS - DUNEDIN Mortgaged Property. Walgreens Co. currently
WALGREENS - CHICAGO, IL carries terrorism insurance but is not
required under the lease to maintain
terrorism insurance.
EXCEPTIONS TO REPRESENTATION (19)
LOANS DESCRIPTION OF EXCEPTIONS
-------------------------------- ---------------------------------------------
XXXXXX EXCHANGE RETAIL CENTER The Mortgaged Property was previously
operated as a pickle processing plant, and to
manufacture Christmas lawn ornaments and
polyester automotive insulation pads. Prior
Phase II reports indicate that groundwater
and soil contamination exist on the Mortgaged
III-1
Property. There are currently land use
restrictions imposed on the Mortgaged
Property designed to prevent contact with the
contaminated soil and groundwater. The
Mortgagor is required to provide the North
Carolina Department of Environment and
Natural Resources with an annual confirmation
that the land use restrictions are being
observed. The Phase I report performed by the
mortgagee confirmed that the current
operation of the property conforms with the
land use restrictions and that there is low
environmental concern.
EXCEPTIONS TO REPRESENTATION (31)
LOANS EXCEPTIONS
-------------------------------- ---------------------------------------------
NNN WELLPOINT OPERATIONS CENTER There is a pending SEC Investigation against
the principal of Mortgagor. The investigation
does not include the Mortgaged Property. A
guaranty was executed for the Mortgage Loan
by such principal to indemnify the holder of
the Mortgage Loan from any losses resulting
from such investigation.
EXCEPTIONS TO REPRESENTATION (34)
LOANS EXCEPTIONS
-------------------------------- ---------------------------------------------
ATHENS MALL The Mortgagor is permitted to terminate its
flood insurance after delivering sufficient
evidence of an elevation certificate, an
approved letter from FEMA as to a map
amendment or other evidence reasonably
required.
EXCEPTIONS TO REPRESENTATION (42)
LOANS EXCEPTIONS
-------------------------------- ---------------------------------------------
ONE & TWO SECURITIES CENTER The Mortgage Loan documents permit partial
defeasance at the amount of the corresponding
monthly debt service payment amount or
interest only payment amount, as applicable,
required to be paid under the Note for the
balance of the term of the Mortgage Loan.
III-2
LIVONIA INTERNATIONAL The Mortgage Loan documents permit partial
defeasance of one or more "release parcels"
at an amount equal to 125% of (a) the amount
of the corresponding monthly loan payments
allocated to such release parcel(s) for the
balance of the term of the Mortgage Loan, and
(b) all amounts required to be paid on the
maturity date of the Mortgage Loan with
respect to the portion of the principal
amount allocated to such release parcel(s).
RITE PLACE STORAGE The Mortgage Loan documents permit partial
defeasance of either the 0000 Xxxxx Xxxxxxx
Xxxx property or the 0000 X. Xxxxxxxx Xxxxxx
property at the amount sufficient to pay all
principal and interest payments (including
balloon payment) on an assumed loan amount
equal to 125% of the outstanding balance of
the allocated loan amount for such property.
III-3
ANNEX A
MORTGAGE LOAN SCHEDULE
A-1
LOAN
LOAN MORTGAGE LOAN GROUP
NUMBER SELLER NUMBER LOAN / PROPERTY NAME PROPERTY ADDRESS
---------------------------------------------------------------------------------------------------------------------------------
4 LaSalle 1 Ala Moana Portfolio Various
4.1 Ala Moana Center 1450 Ala Moana Boulevard
4.2 Ala Moana Building 1441 Kapiolani Boulevard
4.3 Ala Moana Pacific Center 0000 Xxxxxxxxx Xxxxxxxxx
4.4 Ala Moana Plaza 000 Xxxxxx Xxxxxx
---------------------------------------------------------------------------------------------------------------------------------
5 LaSalle 1 NNN WellPoint Operations Center 000 Xxxxxxxx Xxxxxx
---------------------------------------------------------------------------------------------------------------------------------
6 LaSalle 1 One & Two Securities Centre Various
6.1 One Securities Centre 0000 Xxxxxxxx Xxxx
6.2 Two Securities Centre 0000 Xxxxxxxx Xxxx
---------------------------------------------------------------------------------------------------------------------------------
8 LaSalle 1 909 Xxxxxxx Xxxxxx Xxxxxxxx 000 Xxxxxxx Xxxxxx
14 LaSalle 2 North Campus Crossing Phase I 0000 Xxxxxx Xxxxx
15 LaSalle 1 Waterfront Centre 000 0xx Xxxxxx, XX
18 LaSalle 2 Equinox Apartments 000 Xxxx Xxxxxx Xxxxxx
25 LaSalle 1 Northmont Business Park 1950, 1955, & 0000 Xxxxxxxxx Xxxxxxxxx
28 LaSalle 1 Boji Tower 000 Xxxx Xxxxxxx Xxxxxx
33 LaSalle 1 Xxxxxx Distribution Facility 000 Xxxxxx Xxxx
00 XxXxxxx 1 Xxxxx'x Wharf 0000-0000 Xxxxxx Xxxxxx
00 XxXxxxx 0 00 Xxxxxxxxx Xxxx 000 Xxxxxxx Xxxx
00 XxXxxxx 1 Gordmans Shopping Center 3551-3705 Rib Xxxxxxxx Xxxxx
00 XxXxxxx 0 Xxxxxx Xxxx 739 - 000 Xxxx Xxxxx Xxxxxx
42 LaSalle 1 Pinehurst Centre 000 Xxxxxx Xxxxx
51 LaSalle 1 Maple Grove Shopping Center 6601 - 0000 XxXxx Xxxx
55 LaSalle 0 Xxxxxxxxx Xxxxxx Xxxx 000 00xx Xxxxxx
56 LaSalle 2 Lake View Apartments 0000 Xxxxxxxx Xxxxx
57 LaSalle 1 Arrowhead Medical 00000 Xxxxx 00xx Xxxxxx
58 LaSalle 0 Xxxxx Xxxxxx Xxxxxx Xxxxxxxx 0 Xxxxxxx Xxxxxx
60 LaSalle 0 Xxxxx Xxxx Xxxxxxxxxx 0000 Xxxxxxxx Xxxx Road and 0000 Xxxxxxxxx Xxxxx
00 XxXxxxx 0 Xxxx & Xxxx - Xxxxxxxx, XX 000 Xxxxxx Xxxxxx
00 XxXxxxx 0 Xxxx xx Xxxxxxxxxxx 00000 Xxxxxxxxx Xxxxx
00 XxXxxxx 0 Xxxxxxxxx Xxx - Xxxxxxxxx Xxxxxxxx 1308 Xxxxxxx Xxxx
00 XxXxxxx 0 Xxxxxxxx Xxxx Center 0000 Xxxx Xxxxxxxx Xxxx
70 LaSalle 2 Wynfield Apartments 0000 Xxxxxx Xxxxxxxxxx Xxxxx
00 XxXxxxx 0 Xxxxxxx Xxx Xxxxxxx - Xxxxxxxxxx 0000 University Boulevard
---------------------------------------------------------------------------------------------------------------------------------
73 LaSalle 1 Livonia International Various
73.1 Livonia International - 00000 Xxxxxxxx Xxxxxx 00000 Xxxxxxxx Xxxxxx
00.0 Xxxxxxx Xxxxxxxxxxxxx - 00000 Glendale Street 00000 Xxxxxxxx Xxxxxx
00.0 Xxxxxxx Xxxxxxxxxxxxx - 00000 Glendale Street 00000 Xxxxxxxx Xxxxxx
00.0 Xxxxxxx Xxxxxxxxxxxxx - 00000 Glendale Street 00000 Xxxxxxxx Xxxxxx
00.0 Xxxxxxx Xxxxxxxxxxxxx - 00000 Xxxxxx Court 00000 Xxxxxx Xxxxx
00.0 Xxxxxxx Xxxxxxxxxxxxx - 00000 Xxxxxx Court 00000 Xxxxxx Xxxxx
00.0 Xxxxxxx Xxxxxxxxxxxxx - 00000 Xxxxxx Court 00000 Xxxxxx Xxxxx
00.0 Xxxxxxx Xxxxxxxxxxxxx - 00000 Xxxxxx Court 00000 Xxxxxx Xxxxx
00.0 Xxxxxxx Xxxxxxxxxxxxx - 00000 Xxxx 0 Xxxx Xxxx 00000 Xxxx 0 Xxxx Xxxx
73.10 Livonia International - 00000 Xxxxx Xxxx 00000 Xxxxx Xxxx
73.11 Livonia International - 0000 Xxxxxxxx Xxxxx 0000 Xxxxxxxx Xxxxx
---------------------------------------------------------------------------------------------------------------------------------
74 LaSalle 1 Gettysburg MHP & RV Resort 0000 Xxxxxxx Xxxx
75 LaSalle 1 Hampton Inn - Greentree 000 Xxxxxxxx Xxxxx
76 LaSalle 1 1430 Branding Office Building 0000 Xxxxxxxx Xxxxxx
78 LaSalle 1 Corolla Light Town Center 0000 Xxxxxx Xxxxxx
79 LaSalle 1 Winchester & Xxxxx 0000-0000 Xxxxx Xxxxxxxxxx Xxxxxxxxx
00 XxXxxxx 0 Xxx Xxxx Xxxxx 13700 Nine Xxxx Xxxx
00 XxXxxxx 0 XX - Xxxxxx Xxxx Apartments 1 Country Lane
83 LaSalle 0 Xxxxxxx Xxx Xxxxxxx - Xxxxxxxx, XX 000 Xxxxxxx Xxxxx
00 XxXxxxx 0 Xxxx Xxxx Xxxxx Professional Office 0000 Xxxxxxxxx Xxxxxxx
86 LaSalle 1 Holiday Inn Express - Cranberry Township 20003 Xxxxx 00
00 XxXxxxx 0 Xxxxxxxx Xxxxxxx 0000 Xxxxxxxx Xxxx
00 XxXxxxx 0 Xxxxxxxx Xxxxx 000 Xxxxx Xxxxxx Xxxx
---------------------------------------------------------------------------------------------------------------------------------
89 LaSalle 1 Oklahoma Self Storage Portfolio Various
89.1 A-1 Mini Storage 0000 Xxxxx Xxxxxxxx Xxxxxx
89.2 Rite Place Self Storage 0000 Xxxxx Xxxxxxx Xxxxxxxxx
---------------------------------------------------------------------------------------------------------------------------------
93 LaSalle 0 Xxxxxxx Xxx - Xxxxxxxx, XX 000 Xxxxxxx Xxxxx
00 XxXxxxx 0 Xxxxxxx Xxx - Xxxxxxxx, XX 00 Xxxxxxx Xxxxxxxxx Xxxx
97 LaSalle 1 Bare Hills Office 0000 Xxxxxxxxx Xxxx
98 LaSalle 1 Citrus Heights Xxxxxx 0000 Xxxxxxxxx Xxxx
00 XxXxxxx 0 Xxxxxxx Xxxxxxx 000 Xxxxxxx Xxxxx
000 XxXxxxx 0 Xxxxxxx Brewing Company 0000 Xxxx 0xx Xxxxxx
101 LaSalle 1 3300 Walnut 0000 Xxxxxx Xxxxxx
102 LaSalle 0 Xxxxxx Xxxx Xxxxxxx Xxxx Xxxxxxxx 0000 and 0000 Xxxxxx Xxxx
103 LaSalle 1 Fairfield Inn & Suites - Aiken 000 Xxxxxx Xxxxxxx
000 XxXxxxx 0 Xxxxxxxxx Xxxxxx 000 Xxxxxxx Xxxxx
109 LaSalle 1 Hampton Inn New Bern 000 Xxxxx Xxxxx
110 LaSalle 1 Valley Wide Distribution 0000 Xxxx Xxxxx Xxxxxx
114 LaSalle 1 Xxxxxx Business Park IV 16726 and 00000 000xx Xxxxxx XX
---------------------------------------------------------------------------------------------------------------------------------
115 LaSalle 1 Capitol Self Storage Portfolio Various
115.1 Capitol Self Storage I 0000 Xxxxxxx Xxxxxxxx
115.2 Capitol Self Storage II 000 00xx Xxxxxx
---------------------------------------------------------------------------------------------------------------------------------
116 LaSalle 1 Xxxxxxx Industrial 000 Xxxx Xxxxxx
000 XxXxxxx 1 000 Xxxxx Xxxxxx 000 Xxxxx Xxxxxx
000 XxXxxxx 1 Xxxxxxxx Xxxxxx Xxxxxxxx 000 Xxxxxx Xxxxxx
000 XxXxxxx 0 Xxxxxxxxx - Xxxx, XX 000-000 Xxxx Xxxxxx
120 LaSalle 1 Holiday Inn Express - Walterboro, SC 1834 Sniders Xxxxxxx
000 XxXxxxx 0 Xxxxxxxxx Xxx - Xxxxxxxxx 000 Xxxxx Xxxxx
122 LaSalle 1 Pearl Britain Plaza 0000-0000 XX 00xx Xxxxxx
125 LaSalle 1 FedEx - Indianapolis 0000 Xxxx 00xx Xxxxxx
126 LaSalle 2 Timbers on Broadway Apartments 0000 Xxxxx Xxxxxxxx Xxxxxx
128 LaSalle 1 000 0xx Xxxxxx Xxxxxx Xxxxxxxx 000 0xx Xxxxxx
---------------------------------------------------------------------------------------------------------------------------------
129 LaSalle 2 Buena Villa & Wheat Manor Various
129.1 Buena Villa 000 Xxxx Xxxxx Xxxx
129.2 Wheat Manor 000 Xxxx Xxxxx Xxxx
---------------------------------------------------------------------------------------------------------------------------------
000 XxXxxxx 0 Xxxxxxxxxxx Xxxxxxx 000 Xxxxx Xxxxxxxx Xxxxxx
131 LaSalle 0 Xxxxxxx Xxx - Xxxxxxxxx, XX 000 Xxxxxxxx Xxxxxx
000 XxXxxxx 0 Xxxxxxx Xxxxxx - Xxxxxxx-Xxxxx, XX 200 Capitol Lodging Court
000 XxXxxxx 0 Xxxxxxxxx Xxx - Xxxxx, XX 000 Xxxxxx Xxxx
000 XxXxxxx 0 XXX Maxi Storage 0000 Xxxxxxx Xxxx
---------------------------------------------------------------------------------------------------------------------------------
139 LaSalle 1 Cosmetic Dentistry & Actuant Office Portfolio Various
139.1 Cosmetic Dentistry 0000Xxxxx Xxxxx Xxxxx
139.2 Actuant Office 0000 Xxxxx Xxxxx Xxxx
---------------------------------------------------------------------------------------------------------------------------------
140 LaSalle 0 Xxxx Xxxxx Xxxxxxx 000 Xxxxx Xxxxxxxxxx Parkway
141 LaSalle 1 Holiday Inn Express - Emporia, VA 0000 Xxxx Xxxxxxxx Xxxxxx
143 LaSalle 0 Xxxxxxxx Xxxxx 0000-00 Xxxxx Xxxxxxxx
000 XxXxxxx 0 Xxxxxxx Xxxxxx 000 Xxx Xxxxx Xxxxxxx
000 XxXxxxx 2 Campus Crossing at Xxxxxx & Spring Garden 0000-0000 Xxxxx Xxxxxx Xxxxxx and 0000-0000 Xxxxxx
Xxxxxx Xxxxxx
148 LaSalle 1 Centre @ Wallisville 00000 Xxxxxxxxxxx Xxxx
150 LaSalle 1 Inland Old Time Pottery 0000 Xxxxxxx Xxxxxxxxx
151 LaSalle 1 Walgreens - Xxxxxxx 0 Xxxxxxxx Xxxxxx
152 LaSalle 2 Foothill Hacienda Apartments 000 Xxxxxxxxxx Xxxxxxxxx
153 LaSalle 0 Xxxxx Xxxx Xxxx 0000 Xxxxxxxxxx Xxxxxx XX
154 LaSalle 1 Iron Bridge I Office Building 1401 East Trent Avenue
155 LaSalle 1 AAA All American Self Storage 000 Xxxxx Xxxxxxxx Xxxxxx
156 LaSalle 1 000 Xxxxxxxx Xxxxxxx Retail 100, 101, & 000 Xxxxxxxx Xxxxxxx
157 LaSalle 1 000 Xxxxxxxx Xxxx Xxxxx 000 Xxxxxxxx Xxxx Xxxxx
000 XxXxxxx 1 Xxxxx Office 35715 US Highway 40
159 LaSalle 1 Cubby Hole Louisiana 2 0000 Xxxx Xxxxx Xxxxxx
162 LaSalle 0 Xxxxxx Xxx Xxxxxxxx 000 0xx Xxxxxx XX and 000-000 Xxxxxx Xxx XX
165 LaSalle 2 000 Xxxxxx Xx. 000-000 Xxxxxx Xxxxxx
166 LaSalle 2 Campus Crossing at Xxxxxxx 000 Xxxxx Xxxxxxx Xxxxxx
167 XxXxxxx 0 Xxxxx Xxxxx XXX 00000 Xxxxx Xxxxxxx 00
168 LaSalle 1 CVS El Monte 11574 Lower Azusa Road
169 LaSalle 1 Xxxx Stores - Alhambra 000 Xxxx Xxxx Xxxxxx
170 LaSalle 1 Lakeview Storage 0000-0000 Xxxxxxxxx Xxxx
000 XxXxxxx 0 Xxxxxxx Xxxxxxx MHC 0000 00xx Xxxxxx XX
173 LaSalle 2 Regency Village MHC 00000 Xxxxxxx Xxxxxx
174 LaSalle 1 Rialto Self Storage 0000 Xxxx Xxxxxxxx Xxxxxxxxx
176 LaSalle 1 VE Quality Inn Tempe 0000 Xxxx Xxxxxxxxxx Xxxxx
177 LaSalle 1 Profiles Industrial 0 Xxxxx Xxxxxx
000 XxXxxxx 0 Xxxxxxx Xxxx MHP 0000 00xx Xxxxxx Xxxx
179 LaSalle 1 Roanoke Retail 0000 Xxxxxx Xxxx Xxxxxxxxx
180 LaSalle 1 La Quinta Valley Plaza 00-000 Xxxxxxx 000
000 XxXxxxx 0 Xx. Xxxx MHP 7650 Xxxxx Xxxxxxx Highway
182 LaSalle 1 Apache Self Storage 0000 Xxxx Xxxxxx Xxxxxxxxx
183 LaSalle 1 Xxxxxx Retail Center 000 Xxxxx Xxxx Xxxxxx
184 LaSalle 0 Xxx Xxxxxxxx Xxxx Xxxxxx Xxxx 0000 Xxxxx Xxx Xxxxxxxx Road
185 LaSalle 1 Texas Plaza 0000 Xxxxx 00xx. Xxxxxx
186 LaSalle 1 Shops of Laurelwood 402-406 Xxxxxxx Extended
000 XxXxxxx 0 Xxxxxxxxx Xxxxxxx MHP 000 Xxxx Xxxxxxxx Xxxxx
188 LaSalle 1 The Storage Center - Waller 00000 Xxxxxxxxxx Xxxxxx
000 XxXxxxx 0 Xxxxxx Xxxxx Shopping Center 00000 Xxxxxxx 00
000 XxXxxxx 0 Xxxxxxxxx - Xxxxxxx, XX 0000 Xxxx 00xx Xxxxxx
192 LaSalle 1 Texas Storage 0000 Xxxxxx X
000 XxXxxxx 1 Milford Corporate Xxxxxx 0000 Xxxxxxxxx Xxxxxx Xxxxx
000 XxXxxxx 0 Xxxxxxxxx Xxxxxx (Campus Corner) 000 Xxxxxxxx Xxxxxx
195 LaSalle 0 Xxxxxxx Xxxxx 0000 Xxxxxxx Xxxxx Xxxxx
000 XxXxxxx 0 Xxxxxxxxx Xxxx Self Storage 000 Xxxxxxxxxx Xxxx
000 XxXxxxx 1 Xxxxxx Exchange 000-000 Xxxxxxxxxx Xxxxx
198 LaSalle 1 AutoZone - Pelham 0000 Xxxxxx Xxxxxxx
199 LaSalle 1 The Storage Inn 0000 Xxxxxxxx Xxxx
200 LaSalle 1 Classic Shopping Center 00000 XX 000 (Xxxxxxx Road)
201 LaSalle 1 Xxxxxxxx Mini Storage 000 Xxxxxx Xxxxx
000 XxXxxxx 1 Personal Storage Systems 0000 Xxxx Xxxxxx
203 LaSalle 1 Haddon Storage 000 Xxxxx Xxxxx 000 & Xxxxxxxxx Xxxx
204 LaSalle 1 Storagemaster 0000 Xxxxx Xxxx Xxxxxxxxx
205 LaSalle 0 Xxxxxxx Xxxxx 0000 Xxxxxxx Xxxx
000 XxXxxxx 0 Xxxxxxxx Xxxx Xxxxxxxxxx 0000 Xxxxxxx Xxxxxx
208 LaSalle 1 Big 5 Xxxxx Dell 0000 Xxxxxxxxx Xxxxxxx 99
PRESENTED BELOW, SEPARATE FROM THE REST OF THE POOLED MORTGAGED LOANS, IS THE
ANNEX A-1 INFORMATION FOR THE ALA MOANA PORTFOLIO NON-POOLED PORTION, WHICH IS
ASSOCIATED WITH THE CLASS AMP-1, AMP-2 AND AMP-3 CERTIFICATES. THE ALA MOANA
PORTFOLIO NON-POOLED PORTION IS NOT INCLUDED IN THE INITIAL NET MORTGAGE POOL
BALANCE.
4b LaSalle NAP Ala Moana Portfolio (non-pooled portion)
CROSS
COLLATER-
ALIZED
(MORTGAGE
LOAN CUT-OFF DATE PRINCIPAL LOAN
NUMBER CITY STATE ZIP CODE COUNTY BALANCE GROUP) MORTGAGE RATE
--------------------------------------------------------------------------------------------------------------------------
4 Xxxxxxxx XX 00000 Honolulu 96,000,000.00 (Note 1) No 5.6028%
4.1 Xxxxxxxx XX 00000 Honolulu
4.2 Xxxxxxxx XX 00000 Honolulu
4.3 Xxxxxxxx XX 00000 Honolulu
4.4 Xxxxxxxx XX 00000 Honolulu
--------------------------------------------------------------------------------------------------------------------------
5 Xxxxxxxxxxxx XX 00000 Xxxxxx 70,000,000.00 No 6.1277%
--------------------------------------------------------------------------------------------------------------------------
6 Xxxxxxx XX 00000 Xxxxxx 70,000,000.00 No 5.7900%
6.1 Xxxxxxx XX 00000 Xxxxxx
6.2 Xxxxxxx XX 00000 Xxxxxx
--------------------------------------------------------------------------------------------------------------------------
8 Xxx Xxxxxxx XX 00000 Orleans 40,000,000.00 No 5.8700%
14 Xxxxxxxxxx XX 00000 Pitt 28,000,000.00 No 5.5800%
00 Xxxxxxxxxx XX 00000 Xxxxxxxx xx Xxxxxxxx 26,000,000.00 No 5.7300%
18 Xxxxxxx XX 00000 Dane 22,500,000.00 No 5.5170%
25 Xxxxxx XX 00000 Gwinnett 17,500,000.00 No 6.3500%
28 Xxxxxxx XX 00000 Xxxxxx 16,500,000.00 No 6.0900%
33 Xxxxxx XX 00000 Tift 15,452,926.42 No 6.2000%
34 Xxxxxxxxx XX 00000 Baltimore City 14,900,000.00 No 6.0500%
36 Xxxxxxxxx XX 00000 Mecklenburg 13,900,000.00 No 6.5700%
39 Xxxxxx XX 00000 Marathon 13,084,543.95 No 6.1760%
40 Xxxxxx XX 00000 Athens 13,000,000.00 No 6.0650%
42 Xxxxxxxx Xxxxx XX 00000 Virginia Beach City 12,600,000.00 No 5.9900%
51 Xxxxxxx XX 00000 Dane 10,900,000.00 No 6.2580%
55 Xxx Xxxxxxxxx XX 00000 San Francisco 10,000,000.00 No 6.1600%
56 Erie PA 16506 Erie 10,000,000.00 No 5.9800%
57 Xxxxxxxx XX 00000 Maricopa 9,991,820.33 No 6.0500%
00 Xxxxxxx XX 00000 Xxxxxxxxx 9,600,000.00 No 5.8600%
00 Xxxxxx Xxxx XX 00000 Pulaski 9,210,000.00 No 5.8800%
62 Xxxxxxxx XX 00000 Kent 9,200,000.00 No 6.0400%
63 Xxxxx Xxxxx XX 00000 East Baton Rouge 8,963,095.67 No 6.4210%
66 Xxxxxxxxx Xxxxxxxx XX 00000 Xxxxxx 8,485,568.26 No 6.3300%
68 Xxxxxxxx XX 00000 Oakland 8,000,000.00 No 6.3150%
70 Xxxxx XX 00000 Xxxx 8,000,000.00 No 6.1970%
71 Xxxxxxxxxx XX 00000 Allegheny 7,587,096.33 No 6.3300%
--------------------------------------------------------------------------------------------------------------------------
73 Various MI Various Xxxxx 7,386,851.24 No 6.1300%
73.1 Xxxxxxx XX 00000 Xxxxx
73.2 Xxxxxxx XX 00000 Xxxxx
73.3 Xxxxxxx XX 00000 Xxxxx
73.4 Xxxxxxx XX 00000 Xxxxx
73.5 Xxxxxxx XX 00000 Xxxxx
73.6 Xxxxxxx XX 00000 Xxxxx
73.7 Xxxxxxx XX 00000 Xxxxx
73.8 Xxxxxxx XX 00000 Xxxxx
73.9 Xxxxxxx XX 00000 Xxxxx
73.10 Xxxxxxx XX 00000 Xxxxx
73.11 Xxxxxxxx XX 00000 Xxxxx
--------------------------------------------------------------------------------------------------------------------------
74 Xxxxxxxxxx XX 00000 Xxxxx 7,310,000.00 No 6.5160%
75 Xxxxxxxxxx XX 00000 Allegheny 7,087,945.24 No 6.3300%
00 Xxxxxxx Xxxxx XX 00000 Dupage 7,015,000.00 No 6.2130%
78 Xxxxxxx XX 00000 Currituck 6,987,895.80 No 6.2500%
00 Xxx Xxxx XX 00000 Xxxxx Xxxxx 6,775,000.00 No 6.1000%
00 Xxx Xxxx XX 00000 Oakland 6,750,000.00 No 6.1900%
82 Xxxxxx XX 00000 Mobile 6,490,507.08 No 6.9700%
83 Xxxxxxxx XX 00000 Lexington 6,487,706.14 No 6.3800%
84 Xxxx Xxxxxx XX 00000 Pinellas 6,486,922.75 No 5.9500%
86 Xxxxxxxxx Xxxxxxxx XX 00000 Xxxxxx 6,339,218.64 No 6.3300%
87 Xxxxxxxxxxxx XX 00000 Cumberland 6,300,000.00 No 6.3330%
88 Xxxxxxxx XX 00000 Allegheny 6,300,000.00 No 5.9200%
--------------------------------------------------------------------------------------------------------------------------
89 Various OK Various Various 6,220,095.17 No 6.1900%
89.1 Xxxxxxx XX 00000 Xxxxxx
89.2 Xxxxxxxx Xxxx XX 00000 Oklahoma
--------------------------------------------------------------------------------------------------------------------------
93 Xxxxxxxx XX 00000 Lexington 5,913,793.67 No 6.3800%
94 Xxxxxxxx XX 00000 Chatham 5,725,000.00 No 6.4200%
97 Xxxxxxxxx XX 00000 Baltimore 5,492,504.04 No 5.6600%
98 Xxxxxx Xxxxxxx XX 00000 Sacramento 5,490,249.31 No 6.1400%
99 Xxxxxxx XX 00000 Allegheny 5,400,000.00 No 5.9200%
100 Xxxxx XX 00000 Hillsborough 5,395,441.39 No 5.9300%
101 Xxxxxxx XX 00000 Boulder 5,386,820.74 No 6.3700%
102 Xxxxxxxxxxx XX 00000 Albany 5,300,000.00 No 6.1130%
103 Xxxxx XX 00000 Aiken 5,273,486.46 No 6.3700%
000 Xxxxxxxx Xxxxx XX 00000 Xxxxxxxx Xxxxx Xxxx 5,000,000.00 No 5.9510%
000 Xxx Xxxx XX 00000 Xxxxxx 4,993,804.09 No 6.1500%
110 Xxxxxx XX 00000 Fresno 4,900,000.00 No 6.2750%
114 Xxxxxx XX 00000 Snohomish 4,796,197.54 No 6.1700%
--------------------------------------------------------------------------------------------------------------------------
115 Various WV 25309 Kanawha 4,791,586.03 No 6.1900%
115.1 Xxxxx Xxxxxxxxxx XX 00000 Kanawha
115.2 Xxxxxxxxxx XX 00000 Kanawha
--------------------------------------------------------------------------------------------------------------------------
000 Xxx Xxxxxxxx XX 00000 Xxx Xxxxxxx 4,791,586.03 No 6.1900%
000 Xxxxxx XX 00000 Suffolk 4,700,000.00 No 6.2600%
000 Xxxxxxxx XX 00000 Alameda 4,500,000.00 No 6.2200%
119 Xxxx MA 01082 Hampshire 4,500,000.00 No 6.1300%
120 Xxxxxxxxxx XX 00000 Colleton 4,482,105.59 No 6.3700%
121 Xxxxxxxxx XX 00000 Daviess 4,450,000.00 No 6.2200%
122 Xxxxx XX 00000 Xxxxxx 4,345,000.00 No 6.2800%
125 Xxxxxxxxxxxx XX 00000 Xxxxxx 4,172,874.92 No 6.1400%
126 Xxxxx XX 00000 Xxxxx 4,093,851.54 No 6.8600%
128 Xxxxxxxxxx XX 00000 Sacramento 4,000,000.00 No 6.3100%
--------------------------------------------------------------------------------------------------------------------------
129 Xxxxxxxx XX 00000 Atlantic 3,996,848.30 No 6.1900%
129.1 Xxxxxxxx XX 00000 Atlantic
129.2 Xxxxxxxx XX 00000 Atlantic
--------------------------------------------------------------------------------------------------------------------------
130 Xxxxxxxx XX 00000 Gunnison 3,989,779.07 No 6.1800%
131 Xxxxxxxxx XX 00000 Lexington 3,967,481.83 No 6.3800%
134 Xxxxxxx-Xxxxx XX 00000 Forsyth 3,820,482.68 No 6.3900%
136 Xxxxx XX 00000 Xxxxxx 3,800,000.00 No 6.2200%
137 Xxxxxxxxxxx XX 00000 Xxxx 3,796,940.93 No 6.1100%
--------------------------------------------------------------------------------------------------------------------------
139 Various WI Various Various 3,750,000.00 No 6.2400%
139.1 Xxxxxxx XX 00000 Dane
139.2 Xxxxxxxx XX 00000 Milwaukee
--------------------------------------------------------------------------------------------------------------------------
140 Xxxxxxx XX 00000 Shelby 3,713,841.92 No 6.4400%
000 Xxxxxxx XX 00000 Greensville 3,690,542.82 No 6.3700%
143 Xxxxxxx XX 00000 Xxxx 3,500,000.00 No 5.9800%
144 Xxxxxxx XX 00000 Bristol 3,464,201.71 No 6.4900%
147 Xxxxxxxxxx XX 00000 Guilford 3,320,000.00 No 6.2200%
148 Xxxxxxx XX 00000 Xxxxxx 3,293,962.69 No 6.0000%
150 Xxxxxxxxxxxx XX 00000 Xxxxxxx 3,250,133.00 No 5.0200%
151 Xxxxxxx XX 00000 Pinellas 3,047,774.80 No 6.4700%
000 Xxx Xxxx Xxxxxx XX 00000 San Xxxx Obispo 3,027,651.06 No 6.2500%
000 Xxxxx Xxxxxx XX 00000 Kent 3,000,000.00 No 6.1100%
154 Xxxxxxx XX 00000 Spokane 2,997,578.49 No 6.1000%
155 Xxxxxxx XX 00000 San Bernardino 2,994,906.44 No 6.3300%
000 Xxxxxxxxxx XX 00000 Xxxxxx 2,992,016.09 No 6.1400%
000 Xxxxxxxx Xxxxx XX 00000 Xxxxxxxx Xxxxx Xxxx 2,922,775.40 No 6.3200%
158 Xxxxxxxxx XX 00000 Jefferson 2,894,916.55 No 6.1900%
159 Xxxxxxx Xxxx XX 00000 Bossier 2,867,612.50 No 6.3400%
162 Xxxxxxx XX 00000 Xxxxxxxx 2,600,000.00 No 6.2150%
000 Xxx Xxxxxxxxx XX 00000 Xxx Xxxxxxxxx 2,500,000.00 No 5.8800%
166 000 Xxxxx Xxxxxxx Xxxxxx XX 00000 Guilford 2,440,000.00 No 6.2200%
000 Xxxxx Xxxxx XX 00000 Merced 2,398,057.62 No 6.0900%
000 Xx Xxxxx XX 00000 Xxx Xxxxxxx 2,300,000.00 No 6.2830%
000 Xxxxxxxx XX 00000 Xxx Xxxxxxx 2,198,322.19 No 6.3100%
170 Xxxx XX 00000 Napa 2,195,614.22 No 5.6100%
172 Xxxxxxx XX 00000 Olmsted 2,100,000.00 No 6.3300%
000 Xx Xxxx XX 00000 Xx Xxxx 2,098,327.46 No 6.1500%
174 Xxxxxx XX 00000 San Bernardino 2,045,141.85 No 6.4900%
176 Xxxxx XX 00000 Maricopa 1,993,305.65 No 6.9800%
000 Xxxxxx XX 00000 Hampden 1,960,000.00 No 6.2200%
178 Xxxxxxxxx XX 00000 Manatee 1,941,693.85 No 6.2600%
000 Xxxxxxx XX 00000 Roanoke 1,918,818.67 No 6.3600%
180 Xx Xxxxxx XX 00000 Riverside 1,828,558.10 No 6.1900%
181 Xxxxxxxxxxxx XX 00000 Franklin 1,798,575.99 No 6.1750%
182 Xxxxx XX 00000 Maricopa 1,796,929.83 No 6.3100%
183 Xxxxxx XX 00000 Inyo 1,750,000.00 No 6.3750%
000 Xxxxxxxxxx XX 00000 Washington 1,748,606.22 No 6.1500%
000 XxXxxxx XX 00000 Xxxxxxx 1,744,307.80 No 6.0600%
000 Xxxxxxx XX 00000 Shelby 1,677,218.93 No 6.4400%
187 Xxxxxxx XX 00000 Yamhill 1,597,258.45 No 6.2900%
188 Waller TX 77484 Xxxxxx 1,593,264.37 No 6.3100%
189 Xxxxxxxx XX 00000 Xxxxxxxx 1,540,938.59 No 6.2500%
190 Xxxxxxx XX 00000 Xxxx 1,498,859.17 No 6.3200%
000 Xxxxxxxxx XX 00000 Xxxx Xxxx 1,403,421.93 No 6.3100%
000 Xxxxxxx XX 00000 Oakland 1,394,801.45 No 6.4300%
000 Xxxxxxx Xxxxx XX 00000 Portage 1,375,000.00 No 6.4000%
195 Xxxxxxxx XX 00000 Lake 1,346,827.50 No 6.5240%
196 Xxxxxxxxx Xxxx XX 00000 Fayette 1,346,646.05 No 6.5300%
000 Xxxxxxxxx XX 00000 Xxxxx 1,300,000.00 No 6.5000%
000 Xxxxxx XX 00000 Xxxxxx 1,248,532.71 No 6.4200%
000 Xxxxxxxx XX 00000 Monroe 1,247,131.85 No 6.6200%
200 Xxxxxxx XX 00000 Xxxxxx 1,196,349.30 No 6.5730%
000 Xxxxxx XX 00000 Xxxx 1,170,000.00 No 6.0500%
202 Batavia NY 14020 Gensee 1,169,129.58 No 6.4000%
000 Xxxxxx Xxxxxxxx XX 00000 Camden 1,114,222.57 No 6.6300%
000 Xxxxx Xxxx XX 00000 Xxxxxxxxxx 1,109,132.46 No 6.2200%
205 Xxxxxxxxxx XX 00000 Caddo 1,098,266.11 No 6.6500%
207 Xxxxxxxxxx XX 00000 Georgetown 954,373.60 No 6.8400%
208 Xxxxxxxxx XX 00000 Xxxxx 850,000.00 No 6.2500%
PRESENTED BELOW, SEPARATE FROM THE REST OF THE POOLED MORTGAGED LOANS, IS THE
ANNEX A-1 INFORMATION FOR THE ALA MOANA PORTFOLIO NON-POOLED PORTION, WHICH IS
ASSOCIATED WITH THE CLASS AMP-1, AMP-2 AND AMP-3 CERTIFICATES. THE ALA MOANA
PORTFOLIO NON-POOLED PORTION IS NOT INCLUDED IN THE INITIAL NET MORTGAGE POOL
BALANCE.
4b 115,000,000.00 No 5.5215%
INTEREST
RESERVE
MASTER MORTGAGE STATED
LOAN SERVICING ARD LOAN LOAN GRACE PERIOD MATURITY
NUMBER FEE RATE (YES/NO)? ARD ADDITIONAL INTEREST RATE AFTER ARD (YES/NO)? LOAN TYPE (DAYS) DATE
----------------------------------------------------------------------------------------------------------------------------
4 0.0200% No Yes Interest Only (Note 2) 9/1/11
4.1
4.2
4.3
4.4
----------------------------------------------------------------------------------------------------------------------------
5 0.0400% No Yes Interest Only 5 7/1/11
----------------------------------------------------------------------------------------------------------------------------
6 0.0500% No Yes Partial IO/Balloon 5 4/1/14
6.1
6.2
----------------------------------------------------------------------------------------------------------------------------
8 0.0300% No Yes Balloon 5 11/1/16
14 0.0200% No Yes Partial IO/Balloon 5 9/1/16
15 0.0700% No Yes Interest Only 5 10/1/16
18 0.0200% No Yes Partial IO/Balloon 7 10/1/16
25 0.0500% No Yes Partial IO/Balloon 5 9/1/16
28 0.0200% No Yes Partial IO/Balloon 5 9/1/16
33 0.0200% No Yes Balloon 5 9/1/16
34 0.1200% No Yes Partial IO/Balloon 5 10/1/11
36 0.0200% No Yes Interest Only 5 11/1/13
39 0.0700% No Yes Balloon 5 9/1/16
40 0.0200% No Yes Partial IO/Balloon 5 10/1/16
42 0.0200% No Yes Partial IO/Balloon 7 10/1/16
51 0.0200% No Yes Interest Only 5 9/1/16
55 0.0200% No Yes Partial IO/Balloon 5 10/1/16
56 0.0200% No Yes Partial IO/Balloon 5 10/1/16
57 0.0200% No Yes Balloon 5 10/1/16
58 0.0200% No Yes Partial IO/Balloon 5 10/1/16
60 0.0200% No Yes Interest Only 5 10/1/11
62 0.0200% No Yes Interest Only 5 10/1/16
63 0.0700% No Yes Balloon 5 6/1/16
66 0.0300% No Yes Balloon 5 9/1/16
68 0.0200% No Yes Partial IO/Balloon 5 8/1/16
70 0.0200% No Yes Partial IO/Balloon 5 8/1/16
71 0.0300% No Yes Balloon 5 9/1/16
----------------------------------------------------------------------------------------------------------------------------
73 0.1200% No Yes Balloon 5 9/1/16
73.1
73.2
73.3
73.4
73.5
73.6
73.7
73.8
73.9
73.10
73.11
----------------------------------------------------------------------------------------------------------------------------
74 0.0200% No Yes Partial IO/Balloon 5 10/1/16
75 0.0300% No Yes Balloon 5 9/1/16
76 0.0200% No Yes Partial IO/Balloon 5 10/1/16
78 0.0200% No Yes Balloon 5 9/1/16
79 0.0200% No Yes Balloon 5 12/1/16
80 0.0700% No Yes Partial IO/Balloon 5 9/1/16
82 0.0200% No Yes Balloon 5 9/1/16
83 0.0700% No Yes Balloon 7 10/1/16
84 0.0200% No Yes Balloon 5 10/1/16
86 0.0300% No Yes Balloon 5 9/1/16
87 0.1000% No Yes Partial IO/Balloon 5 10/1/16
88 0.0200% No Yes Partial IO/Balloon 5 9/1/16
----------------------------------------------------------------------------------------------------------------------------
89 0.0200% No Yes Balloon 5 10/1/16
89.1
89.2
----------------------------------------------------------------------------------------------------------------------------
93 0.0700% No Yes Balloon 7 10/1/16
94 0.0700% No Yes Balloon 7 11/1/16
97 0.0200% No Yes Balloon 5 10/1/16
98 0.0200% No Yes Balloon 5 9/1/16
99 0.0200% No Yes Partial IO/Balloon 5 9/1/16
100 0.1000% No Yes Balloon 5 10/1/16
101 0.0200% No Yes Balloon 5 8/1/16
102 0.0200% No Yes Partial IO/Balloon 5 9/1/16
103 0.0700% No Yes Balloon 7 9/1/16
107 0.0200% No Yes Interest Only 7 8/1/16
109 0.0200% No Yes Balloon 5 10/1/16
110 0.0200% No Yes Partial IO/Balloon 5 10/1/16
114 0.0200% No Yes Balloon 5 10/1/16
----------------------------------------------------------------------------------------------------------------------------
115 0.0200% No Yes Balloon 5 9/1/16
115.1
115.2
----------------------------------------------------------------------------------------------------------------------------
116 0.0200% No Yes Balloon 5 9/1/16
117 0.0200% No Yes Partial IO/Balloon 5 10/1/16
118 0.0200% No Yes Partial IO/Balloon 5 10/1/16
119 0.0200% No Yes Partial IO/Balloon 5 11/1/16
120 0.0700% No Yes Balloon 7 9/1/16
121 0.0200% No Yes Partial IO/Balloon 5 10/1/16
122 0.0200% No Yes Partial IO/Balloon 5 8/1/16
125 0.0200% No Yes Balloon 5 10/1/16
126 0.0200% No Yes Balloon 5 9/1/16
128 0.0200% No Yes Partial IO/Balloon 5 10/1/16
----------------------------------------------------------------------------------------------------------------------------
129 0.0200% No Yes Balloon 5 10/1/16
129.1
129.2
----------------------------------------------------------------------------------------------------------------------------
130 0.0200% No Yes Balloon 5 8/1/16
131 0.0700% No Yes Balloon 7 10/1/16
134 0.0700% No Yes Balloon 5 10/1/16
136 0.0200% No Yes Partial IO/Balloon 5 10/1/16
137 0.0200% No Yes Balloon 5 10/1/16
----------------------------------------------------------------------------------------------------------------------------
139 0.0700% No Yes Partial IO/Balloon 5 9/1/16
139.1
139.2
----------------------------------------------------------------------------------------------------------------------------
140 0.0200% No Yes Balloon 5 9/1/16
141 0.0700% No Yes Balloon 7 9/1/16
143 0.0200% No Yes Partial IO/Balloon 5 10/1/16
144 0.0200% No Yes Balloon 5 7/1/16
147 0.0200% No Yes Partial IO/Balloon 5 10/1/16
148 0.0200% No Yes Balloon 5 9/1/16
150 0.0200% No No Interest Only 5 8/1/11
151 0.0200% No Yes Balloon 5 10/1/16
152 0.0200% No Yes Balloon 5 10/1/16
153 0.0200% No Yes Partial IO/Balloon 5 6/1/16
154 0.0200% No Yes Balloon 5 10/1/16
155 0.0200% No Yes Balloon 5 9/1/16
156 0.1000% No Yes Balloon 5 9/1/16
157 0.1000% No Yes Balloon 7 10/1/16
158 0.0200% No Yes Balloon 5 9/1/16
159 0.0200% No Yes Balloon 5 9/1/16
162 0.0200% No Yes Balloon 5 11/1/16
165 0.0200% No Yes Partial IO/Balloon 5 10/1/16
166 0.0200% No Yes Partial IO/Balloon 5 10/1/16
167 0.1200% No Yes Balloon 5 10/1/16
168 0.0200% No Yes Interest Only 5 9/1/16
169 0.0200% No Yes Balloon 5 10/1/16
170 0.0200% No Yes Balloon 5 9/1/16
172 0.0200% No Yes Partial IO/Balloon 5 8/1/13
173 0.0200% No Yes Balloon 5 10/1/16
174 0.0200% No Yes Balloon 5 8/1/16
176 0.0200% No Yes Balloon 5 8/1/16
177 0.0200% No Yes Partial IO/Balloon 5 9/1/16
178 0.0200% No Yes Balloon 5 6/1/16
179 0.0800% No Yes Balloon 7 7/1/16
180 0.0200% No Yes Balloon 5 10/1/16
181 0.0200% No Yes Balloon 5 10/1/16
182 0.0200% No Yes Balloon 5 9/1/16
183 0.0200% No Yes Partial IO/Balloon 5 9/1/16
184 0.0200% No Yes Balloon 5 10/1/16
185 0.0200% No Yes Balloon 5 10/1/16
186 0.0200% No Yes Balloon 5 9/1/16
187 0.0200% No Yes Balloon 5 9/1/16
188 0.0800% No Yes Balloon 5 6/1/16
189 0.1000% No Yes Fully Amortizing 5 10/1/16
190 0.0200% No Yes Balloon 5 10/1/16
192 0.0700% No Yes Balloon 5 7/1/16
193 0.0700% No Yes Balloon 5 8/1/16
194 0.0200% No Yes Partial IO/Balloon 5 9/1/16
195 0.0800% No Yes Balloon 5 8/1/16
196 0.0800% No Yes Balloon 5 9/1/16
197 0.0200% No Yes Partial IO/Balloon 5 9/1/16
198 0.1000% No Yes Balloon 5 10/1/16
199 0.0200% No Yes Balloon 5 8/1/16
200 0.0200% No Yes Balloon 5 7/1/16
201 0.0200% No Yes Balloon 5 11/1/16
202 0.0200% No Yes Balloon 5 10/1/16
203 0.0200% No Yes Balloon 5 10/1/16
204 0.0200% No Yes Balloon 5 10/1/16
205 0.0200% No Yes Balloon 5 9/1/16
207 0.1450% No Yes Balloon 5 10/1/21
208 0.0200% No Yes Partial IO/Balloon 5 11/1/16
PRESENTED BELOW, SEPARATE FROM THE REST OF THE POOLED MORTGAGED LOANS, IS THE
ANNEX A-1 INFORMATION FOR THE ALA MOANA PORTFOLIO NON-POOLED PORTION, WHICH IS
ASSOCIATED WITH THE CLASS AMP-1, AMP-2 AND AMP-3 CERTIFICATES. THE ALA MOANA
PORTFOLIO NON-POOLED PORTION IS NOT INCLUDED IN THE INITIAL NET MORTGAGE POOL
BALANCE.
4b 0.0100% No Yes Interest Only (Note 2) 9/1/11
ORIGINAL REMAINING STATED STATED
TERM TO TERM TO ORIGINAL REMAINING
PERIODIC PAYMENT ON MATURITY / MATURITY / AMORTIZATION AMORTIZATION DEFEASANCE
LOAN FIRST DUE DATE AFTER ARD ARD TERM MTERM LOAN
NUMBER CLOSING (MONTHS) (MONTHS) (MONTHS) (MONTHS) (YES/NO)? BORROWER'S INTEREST
------------------------------------------------------------------------------------------------------------------------------
4 448,220.00 60 58 Interest Only Interest Only Yes Fee Simple and Leasehold
4.1 Fee Simple
4.2 Fee Simple
4.3 Fee in Part, Leasehold in Part
4.4 Fee Simple
------------------------------------------------------------------------------------------------------------------------------
5 357,449.17 60 56 Interest Only Interest Only Yes Fee Simple
------------------------------------------------------------------------------------------------------------------------------
6 337,750.00 96 89 360 360 Yes Fee Simple
6.1 Fee Simple
6.2 Fee Simple
------------------------------------------------------------------------------------------------------------------------------
8 236,487.30 120 120 360 360 Yes Fee Simple
14 130,200.00 120 118 360 360 Yes Fee Simple
15 124,150.00 120 119 Interest Only Interest Only No Fee Simple
18 103,443.75 120 119 360 360 Yes Fee Simple
25 92,604.17 120 118 360 360 Yes Fee Simple
28 83,737.50 120 118 360 360 No Fee Simple
33 94,810.20 120 118 360 358 Yes Fee Simple
34 75,120.83 60 59 360 360 Yes Fee Simple
36 76,102.50 84 84 Interest Only Interest Only Yes Fee Simple
39 76,249.57 120 118 420 418 Yes Fee Simple
40 65,704.17 120 119 360 360 Yes Leasehold
42 62,895.00 120 119 360 360 Yes Fee Simple
51 56,843.50 120 118 Interest Only Interest Only Yes Fee Simple
55 51,333.33 120 119 360 360 Yes Fee Simple
56 49,833.33 120 119 360 360 Yes Fee in Part, Leasehold in Part
57 60,276.89 120 119 360 359 Yes Fee Simple
58 46,880.00 120 119 360 360 Yes Fee Simple
60 45,129.00 60 59 Interest Only Interest Only No Fee Simple
62 46,306.67 120 119 Interest Only Interest Only Yes Fee Simple
63 56,419.34 120 115 360 355 Yes Fee Simple
66 52,779.02 120 118 360 358 Yes Fee Simple
68 42,100.00 120 117 360 360 Yes Fee Simple
70 41,313.33 120 117 360 360 Yes Fee Simple
71 47,190.65 120 118 360 358 Yes Fee Simple
------------------------------------------------------------------------------------------------------------------------------
73 44,987.11 120 118 360 358 Yes Fee Simple
73.1 Fee Simple
73.2 Fee Simple
73.3 Fee Simple
73.4 Fee Simple
73.5 Fee Simple
73.6 Fee Simple
73.7 Fee Simple
73.8 Fee Simple
73.9 Fee Simple
73.10 Fee Simple
73.11 Fee Simple
------------------------------------------------------------------------------------------------------------------------------
74 39,693.30 120 119 348 348 Yes Fee Simple
75 44,086.01 120 118 360 358 Yes Fee Simple
76 36,320.16 120 119 360 360 Yes Fee Simple
78 43,100.20 120 118 360 358 Yes Fee Simple
79 34,439.58 (Note 3) 120 120 360 360 No Fee Simple
80 34,818.75 120 118 360 360 Yes Fee Simple
82 43,113.78 120 118 360 358 Yes Fee Simple
83 48,004.14 120 119 240 239 Yes Fee Simple
84 46,380.72 120 119 240 239 No Fee Simple
86 39,429.03 120 118 360 358 Yes Fee Simple
87 33,248.25 120 119 360 360 Yes Fee Simple
88 31,080.00 120 118 360 360 No Fee Simple
------------------------------------------------------------------------------------------------------------------------------
89 38,085.81 120 119 360 359 Yes Fee Simple
89.1 Fee Simple
89.2 Fee Simple
------------------------------------------------------------------------------------------------------------------------------
93 43,757.62 120 119 240 239 Yes Fee Simple
94 38,369.91 120 120 300 300 Yes Fee Simple
97 34,302.35 120 119 300 299 (Note 4) Fee Simple
98 33,471.95 120 118 360 358 No Fee Simple
99 26,640.00 120 118 360 360 No Fee Simple
100 32,133.11 120 119 360 359 Yes Fee Simple
101 33,671.32 120 117 360 357 No Fee Simple
102 26,999.08 120 118 360 360 Yes Fee Simple
103 35,269.92 120 118 300 298 Yes Fee Simple
107 24,795.83 120 117 Interest Only Interest Only Yes Fee Simple
109 32,675.08 120 119 300 299 Yes Fee in Part, Leasehold in Part
110 25,622.92 120 119 360 360 Yes Fee Simple
114 29,305.13 120 119 360 359 Yes Fee Simple
------------------------------------------------------------------------------------------------------------------------------
115 29,367.37 120 118 360 358 Yes Fee Simple
115.1 Fee Simple
115.2 Fee Simple
------------------------------------------------------------------------------------------------------------------------------
116 29,367.37 120 118 360 358 No Fee Simple
117 24,518.33 120 119 360 360 Yes Fee Simple
118 23,325.00 120 119 360 360 Yes Fee Simple
119 22,987.50 120 120 360 360 Yes Fee Simple
120 33,207.27 120 118 240 238 Yes Fee Simple
121 23,065.83 120 119 360 360 Yes Fee Simple
122 22,738.83 120 117 360 360 Yes Fee Simple
125 24,199.23 120 119 420 419 Yes Fee Simple
126 26,893.00 120 118 360 358 Yes Fee Simple
128 21,033.33 120 119 360 360 No Fee Simple
------------------------------------------------------------------------------------------------------------------------------
129 24,472.81 120 119 360 359 No Fee Simple
129.1 Fee Simple
129.2 Fee Simple
------------------------------------------------------------------------------------------------------------------------------
130 24,446.87 120 117 360 357 Yes Fee Simple
131 29,356.38 120 119 240 239 Yes Fee Simple
134 25,564.38 120 119 300 299 Yes Fee Simple
136 19,696.67 120 119 360 360 Yes Fee Simple
137 23,052.35 120 119 360 359 Yes Fee Simple
------------------------------------------------------------------------------------------------------------------------------
139 19,500.00 120 118 360 360 Yes Fee Simple
139.1 Fee Simple
139.2 Fee Simple
------------------------------------------------------------------------------------------------------------------------------
140 23,366.34 120 118 360 358 Yes Fee Simple
141 24,682.94 120 118 300 298 Yes Fee Simple
143 17,441.67 120 119 360 360 Yes Fee Simple
144 21,941.52 120 116 360 356 Yes Fee Simple
147 17,208.67 120 119 360 360 Yes Fee Simple
148 19,785.17 120 118 360 358 Yes Fee Simple
150 13,596.39 60 57 Interest Only Interest Only No Fee Simple
151 19,217.94 120 119 360 359 Yes Fee Simple
152 18,656.23 120 119 360 359 Yes Fee Simple
153 15,275.00 120 115 360 360 Yes Fee Simple
154 18,179.84 120 119 360 359 Yes Fee Simple
155 18,627.89 120 118 360 358 Yes Fee Simple
156 19,586.59 120 118 300 298 Yes Fee Simple
157 18,143.10 120 119 360 359 Yes Fee Simple
158 17,742.79 120 118 360 358 Yes Fee Simple
159 19,125.75 120 118 300 298 Yes Fee Simple
162 15,949.51 120 120 360 360 Yes Fee Simple
165 12,250.00 120 119 360 360 Yes Fee Simple
166 12,647.33 120 119 360 360 Yes Fee Simple
167 14,528.38 120 119 360 359 Yes Fee Simple
168 12,042.42 120 118 Interest Only Interest Only Yes Fee Simple
169 13,631.75 120 119 360 359 No Fee Simple
170 12,643.61 120 118 360 358 Yes Fee Simple
172 11,077.50 84 81 360 360 Yes Fee Simple
173 12,793.79 120 119 360 359 Yes Fee Simple
174 12,943.92 120 117 360 357 No Fee Simple
176 14,110.08 120 117 300 297 Yes Fee Simple
177 10,159.33 120 118 360 360 Yes Fee Simple
178 12,019.17 120 115 360 355 Yes Fee Simple
179 11,990.62 120 116 360 356 Yes Fee Simple
180 11,196.31 120 119 360 359 Yes Fee Simple
181 10,995.26 120 119 360 359 Yes Fee Simple
182 11,153.25 120 118 360 358 Yes Fee Simple
183 9,296.88 120 118 360 360 Yes Fee Simple
184 10,661.49 120 119 360 359 Yes Fee Simple
185 14,824.28 120 119 180 179 Yes Fee Simple
186 10,552.54 120 118 360 358 Yes Fee Simple
187 9,893.14 120 118 360 358 Yes Fee Simple
188 9,914.00 120 115 360 355 Yes Fee Simple
189 17,403.42 120 119 120 119 Yes Fee Simple
190 9,304.16 120 119 360 359 Yes Fee Simple
192 8,724.32 120 116 360 356 Yes Fee Simple
193 9,391.76 120 117 300 297 Yes Fee Simple
194 7,333.33 120 118 360 360 Yes Fee Simple
195 8,554.24 120 117 360 357 Yes Fee Simple
196 9,140.62 120 118 300 298 Yes Fee Simple
197 7,041.67 120 118 360 360 Yes Fee Simple
198 8,377.71 120 119 300 299 Yes Fee Simple
199 7,999.75 120 117 360 357 Yes Fee Simple
200 7,642.52 120 116 360 356 Yes Fee Simple
201 7,052.40 120 120 360 360 Yes Fee Simple
202 7,318.42 120 119 360 359 Yes Fee Simple
203 7,143.15 120 119 360 359 Yes Fee Simple
204 6,812.82 120 119 360 359 Yes Fee Simple
205 7,061.61 120 118 360 358 Yes Fee Simple
207 6,251.35 180 179 360 359 Yes Fee Simple
208 4,427.08 120 120 300 300 Yes Fee Simple
PRESENTED BELOW, SEPARATE FROM THE REST OF THE POOLED MORTGAGED LOANS, IS THE
ANNEX A-1 INFORMATION FOR THE ALA MOANA PORTFOLIO NON-POOLED PORTION, WHICH IS
ASSOCIATED WITH THE CLASS AMP-1, AMP-2 AND AMP-3 CERTIFICATES. THE ALA MOANA
PORTFOLIO NON-POOLED PORTION IS NOT INCLUDED IN THE INITIAL NET MORTGAGE POOL
BALANCE.
4b 529,143.75 60 58 Interest Only Interest Only Yes Fee Simple and Leasehold
ESCROWED
ESCROWED REPLACE-
ANNUAL MENT
REAL ESCROWED RESERVES ESCROWED REPLACEMENT
LOAN PROPERTY ESTATE ANNUAL INITIAL RESERVES CURRENT
NUMBER PROPERTY SIZE SIZE TYPE LOCKBOX (YES/NO)? TAXES INSURANCE DEPOSIT ANNUAL DEPOSIT
-------------------------------------------------------------------------------------------------------------------------------
4 1,989,759 SF In-Place Hard, Springing Cash Management No No 0 0
4.1 1,606,435 SF
4.2 199,362 SF
4.3 169,918 SF
4.4 14,044 SF
-------------------------------------------------------------------------------------------------------------------------------
5 562,000 SF In-Place Hard, Springing Cash Management No No 0 0
-------------------------------------------------------------------------------------------------------------------------------
6 521,957 SF In-Place Hard Yes Yes 0 77,340
6.1 274,634 SF
6.2 247,323 SF
-------------------------------------------------------------------------------------------------------------------------------
8 541,636 SF In-Place Hard, Springing Cash Management Yes Yes 0 474,291
14 324 Units In-Place Hard, Springing Cash Management Yes Yes 0 97,200
15 113,989 SF In-Place Hard Yes Yes 0 22,800
18 115 Units None Yes Yes 0 34,500
25 229,728 SF In-Place Hard, Springing Cash Management Yes Yes 0 34,459
28 180,532 SF None Yes Yes 0 36,106
33 676,031 SF In-Place Hard, Springing Cash Management No No 0 0
34 104,203 SF None Yes Yes 0 35,433
36 325,661 SF None No No 0 0
39 118,438 SF None No No 0 17,916
40 217,424 SF None Yes Yes 0 30,100
42 97,761 SF None Yes Yes 0 0
51 78,128 SF None No No 0 11,719
55 72,182 SF None Yes Yes 0 10,827
56 172 Units None Yes Yes 0 43,000
57 48,334 SF None Yes No 0 0
58 63,169 SF None Yes Yes 0 11,608
60 228 Units None Yes Yes 0 0
62 63,128 SF None Xx Xx 0 0
00 000 Xxxxx Xxxx Xxx Yes 0 89,332
66 96 Rooms None Yes Yes 710,000 113,707
68 45,493 SF None Yes Yes 0 8,189
70 184 Units None Yes Yes 0 46,000
71 127 Rooms None Yes Yes 640,000 117,075
-------------------------------------------------------------------------------------------------------------------------------
73 162,465 SF None Yes Yes 0 24,369
73.1 9,640 SF
73.2 9,632 SF
73.3 11,817 SF
73.4 30,100 SF
73.5 7,700 SF
73.6 7,700 SF
73.7 13,560 SF
73.8 30,000 SF
73.9 13,000 SF
73.10 6,816 SF
73.11 22,500 SF
-------------------------------------------------------------------------------------------------------------------------------
74 378 Units None Yes Yes 0 17,550
75 127 Rooms None Yes Yes 652,000 112,023
76 69,848 SF None Yes Yes 0 13,970
78 56,283 SF None Yes Yes 0 0
79 71,781 SF None No No 0 0
80 80,299 SF None Yes Yes 0 12,045
82 201 Units None Yes Yes 0 50,250
83 82 Rooms None Yes Yes 0 75,738
84 52,756 SF None Yes Yes 0 10,551
86 102 Rooms None Yes Yes 520,000 91,533
87 96 Units None Yes Yes 0 14,400
88 337 Units None Yes Yes 0 0
-------------------------------------------------------------------------------------------------------------------------------
89 187,493 SF None Yes Yes 0 23,666
89.1 97,768 SF
89.2 89,725 SF
-------------------------------------------------------------------------------------------------------------------------------
93 101 Rooms None Yes Yes 0 75,508
94 101 Rooms None Yes Yes 0 81,304
97 39,000 SF None Yes Yes 0 7,903
98 64,183 SF None No Xx 0 0
00 000 Xxxxx Xxxx Yes Yes 0 0
100 40,760 SF None Yes Yes 0 8,152
101 129,006 SF None Yes Yes 0 21,984
102 32,464 SF None No Xx 0 0
000 00 Xxxxx Xxxx Yes Yes 0 80,572
107 57,346 SF None Yes Yes 0 0
109 101 Rooms None Yes Yes 0 89,992
110 120,000 SF None Yes Yes 0 9,350
114 46,174 SF None Yes Yes 0 6,923
-------------------------------------------------------------------------------------------------------------------------------
115 140,910 SF None Yes Yes 0 21,145
115.1 61,535 SF
115.2 79,375 SF
-------------------------------------------------------------------------------------------------------------------------------
116 59,600 SF None Yes Yes 0 5,960
117 30,859 SF None Yes Yes 0 6,172
118 36,887 SF None Yes Yes 0 7,375
119 14,550 SF None No Xx 0 0
000 00 Xxxxx Xxxx Yes Yes 0 56,469
121 100 Rooms None Yes Yes 0 65,725
122 82,216 SF None Yes Yes 0 8,282
125 89,024 SF None No No 0 8,902
126 100 Units None Yes Yes 0 25,000
128 21,184 SF None Yes Yes 0 4,237
-------------------------------------------------------------------------------------------------------------------------------
129 70 Units None Yes Yes 0 17,500
129.1 30 Units
129.2 40 Units
-------------------------------------------------------------------------------------------------------------------------------
130 87 Units None Yes Yes 0 26,100
131 71 Rooms None Yes Yes 0 63,701
134 80 Rooms None Yes Yes 0 60,346
136 91 Rooms None Yes Yes 0 63,096
137 119,625 SF None Yes Yes 0 17,944
-------------------------------------------------------------------------------------------------------------------------------
139 53,200 SF None No No 0 6,402
139.1 13,200 SF
139.2 40,000 SF
-------------------------------------------------------------------------------------------------------------------------------
140 20,457 SF None Yes Yes 0 3,069
141 78 Rooms None Yes Yes 0 57,466
143 30 Units None Yes Yes 0 7,500
144 34,600 SF None Yes Yes 0 5,190
147 52 Units None Yes Yes 0 13,000
148 18,784 SF None Yes Yes 0 2,818
150 110,174 SF None No No 0 0
151 14,820 SF None Xx Xx 0 0
000 00 Xxxxx Xxxx Xxx Yes 0 8,050
153 94,000 SF None Yes Yes 0 14,192
154 24,381 SF None Yes Yes 0 2,625
155 55,062 SF None No No 0 0
156 6,580 SF Springing Hard Yes Yes 0 987
157 29,608 SF None Yes Yes 0 5,601
158 24,784 SF None Yes Yes 0 4,532
159 52,625 SF None Yes Yes 0 9,776
162 45,480 SF None Yes Yes 0 8,239
165 42 Units None Yes Yes 0 10,500
166 36 Units None Yes Yes 0 9,000
167 105 Units None Yes Yes 0 5,250
168 13,013 SF None No No 0 0
169 32,130 SF None No No 0 0
170 81,856 SF None Yes Yes 0 6,476
172 215 Units None Yes Yes 0 10,750
173 106 Units None No No 0 0
174 37,425 SF None Yes Yes 0 5,554
176 52 Rooms None Yes Yes 0 36,106
177 75,591 SF None Yes Yes 0 0
178 116 Units None Yes Yes 0 6,050
179 9,121 SF None Yes Yes 0 1,368
180 5,943 SF In-Place Hard, Springing Cash Management Yes Yes 0 1,248
181 140 Units None Yes Yes 0 6,550
182 41,592 SF None Yes Yes 0 6,033
183 6,536 SF None Yes Yes 0 980
184 16,000 SF None Yes Yes 0 3,200
185 33,405 SF None Yes Yes 0 0
186 10,898 SF None Yes Yes 0 1,635
187 79 Units None Yes Yes 0 3,900
188 47,225 SF None Yes Yes 0 7,039
189 110,438 SF None Yes Yes 0 16,566
190 14,090 SF None No No 0 0
192 40,261 SF None Yes Yes 0 6,017
193 16,482 SF Springing Hard Yes Yes 0 3,296
194 5,875 SF Springing Hard Yes Yes 0 4,605
195 9,560 SF None Yes Yes 0 1,461
196 47,550 SF None Yes Yes 0 6,473
197 9,800 SF None Yes Yes 0 1,470
198 24,802 SF None Yes Yes 0 3,720
199 27,600 SF None Yes Yes 0 4,140
200 9,100 SF None Yes Yes 0 1,365
201 23,091 SF None Yes Yes 0 3,464
202 47,550 SF None Yes Yes 0 1,899
203 21,760 SF None Yes Yes 0 3,986
204 48,285 SF None Yes Yes 0 6,875
205 11,101 SF None Yes Yes 0 2,220
207 40 Units None Yes Yes 0 10,000
208 11,000 SF None No No 0 0
PRESENTED BELOW, SEPARATE FROM THE REST OF THE POOLED MORTGAGED LOANS, IS THE
ANNEX A-1 INFORMATION FOR THE ALA MOANA PORTFOLIO NON-POOLED PORTION, WHICH IS
ASSOCIATED WITH THE CLASS AMP-1, AMP-2 AND AMP-3 CERTIFICATES. THE ALA MOANA
PORTFOLIO NON-POOLED PORTION IS NOT INCLUDED IN THE INITIAL NET MORTGAGE POOL
BALANCE.
4b
INITIAL
DEFERRED INITIAL
ESCROWED TI/LC ESCROWED TI/LC MAINTEN- ENVIRON-
LOAN RESERVES INITIAL RESERVES CURRENT ANCE MENTAL HOLDBACK ENVIRONMENTAL
NUMBER DEPOSIT ANNUAL DEPOSIT DEPOSIT DEPOSIT RESERVE LOC INSURANCE POLICY
----------------------------------------------------------------------------------------------------
4 0 0 0 0
4.1 0
4.2 0
4.3 0
4.4 0
----------------------------------------------------------------------------------------------------
5 0 0 0 0
----------------------------------------------------------------------------------------------------
6 0 514,421 0 0
6.1 0
6.2 0
----------------------------------------------------------------------------------------------------
8 109,032 13,750 0
14 NAP NAP 364,751 0
15 1,709,835 0 0 0
18 NAP NAP 0 0
25 1,000,000 0 95,625 0
28 174,064 144,426 0 0
33 0 0 0 0
34 480,039 104,203 38,750 0
36 0 0 0 0
39 0 0 0 0
40 0 80,140 0 0
42 0 74,944 0 0
51 0 0 0 0
55 0 61,365 0 0
56 NAP NAP 8,125 0
57 75,000 0 0 0
58 0 58,039 5,125 0
60 NAP NAP 0 0
62 0 0 0 0
63 NAP NAP 500,000 0
66 NAP NAP 0 0
68 0 22,816 36,184 0
70 NAP NAP 265,900 0
71 NAP NAP 18,750 0
----------------------------------------------------------------------------------------------------
73 0 48,779 17,440 0
73.1 0
73.2 0
73.3 0
73.4 0
73.5 0
73.6 0
73.7 0
73.8 0
73.9 0
73.10 0
73.11 0
----------------------------------------------------------------------------------------------------
74 NAP NAP 0 0
75 NAP NAP 0 0
76 0 99,991 0 0
78 0 0 0 0
79 0 0 0 0
80 100,000 0 59,313 0
82 NAP NAP 113,204 0
83 NAP NAP 0 0
84 0 35,171 0 0
86 NAP NAP 16,250 0
87 NAP NAP 0 0
88 NAP NAP 17,500 0
----------------------------------------------------------------------------------------------------
89 NAP NAP 45,406 0
89.1 0
89.2 0
----------------------------------------------------------------------------------------------------
93 NAP NAP 0 0
94 NAP NAP 0 0
97 0 0 0 0
98 0 0 28,125 0
99 NAP NAP 0 0
100 0 17,532 0 0 600,000
101 0 42,502 10,375 0
102 0 0 0 0
103 NAP NAP 0 0
107 0 0 76,200 0
109 NAP NAP 0 0
110 0 18,000 0 0
114 0 22,939 0 0
----------------------------------------------------------------------------------------------------
115 NAP NAP 0 0
115.1 0
115.2 0
----------------------------------------------------------------------------------------------------
116 0 14,900 0 0
117 215,000 27,720 0
118 0 0 0 0
119 0 0 0 0
120 NAP NAP 0 0
121 NAP NAP 0 0
122 0 24,971 9,375 0
125 0 18,301 0 0
126 NAP NAP 0 0
128 0 14,662 0 0
----------------------------------------------------------------------------------------------------
129 NAP NAP 0 0
129.1 0
129.2 0
----------------------------------------------------------------------------------------------------
130 NAP NAP 15,000 0
131 NAP NAP 0 0
134 NAP NAP 0 0
136 NAP NAP 0 0
137 NAP NAP 0 0
----------------------------------------------------------------------------------------------------
139 0 15,000 0 0
139.1 0
139.2 0
----------------------------------------------------------------------------------------------------
140 0 13,671 0 0
141 NAP NAP 0 0
143 NAP NAP 0 0
144 0 17,430 0 0
147 NAP NAP 0 0
148 0 13,062 0 0
150 0 0 0 0
151 0 0 0 0
152 NAP NAP 0 0
153 0 25,546 36,660 0
154 0 24,565 0 0
155 NAP NAP 0 0
156 0 0 0 0
157 0 16,141 0 0
158 0 16,084 10,000 0
159 NAP NAP 0 0
162 0 11,430 0 0
165 NAP NAP 0 0
166 NAP NAP 0 0
167 NAP NAP 0 0
168 0 0 0 0
169 0 0 0 0
170 NAP NAP 0 0
172 NAP NAP 0 0
173 NAP NAP 0 0
174 NAP NAP 0 0
176 NAP NAP 0 0
177 0 0 53,125 0
178 NAP NAP 0 0
179 0 7,849 0 0
180 23,325 4,850 0 0
181 NAP NAP 0 0
182 NAP NAP 6,375 0
183 0 6,512 0 0
184 0 15,955 0 0
185 50,000 0 0 0
186 0 7,489 0 0
187 NAP NAP 0 0
188 NAP NAP 0 0
189 0 37,628 0 0
190 0 0 0 0
192 NAP NAP 0 0
-------
193 0 12,697 0 0 113,540
194 0 881 0 0
195 0 8,210 0 0
196 NAP NAP 0 0
197 0 5,880 0 0
198 0 9,291 0 0
199 NAP NAP 0 0
200 0 8,658 0 0
201 NAP NAP 0 0
202 NAP NAP 0 0
203 NAP NAP 0 0
204 NAP NAP 0 0
205 50,000 0 0 0
207 NAP NAP 0 0
208 0 0 0 0
PRESENTED BELOW, SEPARATE FROM THE REST OF THE POOLED MORTGAGED LOANS, IS THE
ANNEX A-1 INFORMATION FOR THE ALA MOANA PORTFOLIO NON-POOLED PORTION, WHICH IS
ASSOCIATED WITH THE CLASS AMP-1, AMP-2 AND AMP-3 CERTIFICATES. THE ALA MOANA
PORTFOLIO NON-POOLED PORTION IS NOT INCLUDED IN THE INITIAL NET MORTGAGE POOL
BALANCE.
4b
FOOTNOTES TO SCHEDULE I
(1) The total loan amount of the Ala Moana Portfolio Properties was
$1,500,000,000 (collectively, the "Ala Moana Portfolio Loan Combination ")
evidenced by multiple senior pari passu notes totaling $1,200,000,000 and
multiple junior companion notes totaling $300,000,000. One $96,000,000
senior loan (the "Ala Moana Portfolio Pooled Mortgage Loan ") is included
in the trust fund and multiple junior loans totaling $115,000,000 (the "Ala
Moana Portfolio Non-Pooled Subordinate Trust Loans ") are included in the
trust fund and will be sold through a private placement of the Class AMP
certificates. The remaining senior loans totaling $1,104,000,000 (the "Ala
Moana Portfolio Pari Passu Non-Trust Loans ") and the remaining subordinate
loans totaling $185,000,000 (the "Ala Moana Portfolio Subordinate Non-Trust
Loans ") are not included in the trust fund. One $300,000,000 Ala Moana
Portfolio Pari Passu Non-Trust Loan was included in the securitization of
the Deutsche Mortgage and Asset Receiving Corporation, C
(2) With respect to the Ala Moana Portfolio Mortgage Loan, a 3 day grace period
will apply only once during any 12-month period for a payment made after
the due date.
(3) With respect to loan number 79, which does not have a first payment until
January 2007, the mortgage loan seller will deposit an amount for the
benefit of the trust equal to one month's interest on that mortgage loan.
(4) With respect to loan number 97, after the initial lockout period followed
by a defeasance period, borrower has the option of defeasance or prepayment
at yield maintenance premium.
