Exhibit 99.3
MORTGAGE LOAN PURCHASE AGREEMENT
Pursuant to this Mortgage Loan Purchase Agreement dated as of
December 1, 2006 (the "Agreement"), between Citigroup Global Markets Realty
Corp. (together with its successors and permitted assigns hereunder, the
"Seller") and CWCapital Commercial Funding Corp. (together with its successors
and permitted assigns hereunder, the "Purchaser"), the Seller intends to sell
and the Purchaser intends to purchase certain multifamily and commercial
mortgage loans (collectively, the "Mortgage Loans"), as identified on the
schedule annexed hereto as Exhibit A (the "Mortgage Loan Schedule").
The Purchaser intends to deposit the Mortgage Loans, together with
other assets, 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") to be identified as the CWCapital
Commercial Funding Corp., COBALT CMBS Commercial Mortgage Trust 2006-C1,
Commercial Mortgage Pass-Through Certificates, Series 2006-C1. One or more "real
estate mortgage investment conduit" ("REMIC") elections will be made with
respect to the Trust Fund. The Certificates will be issued pursuant to a Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), to be dated as
of December 1, 2006, among the Purchaser, as depositor, Wachovia Bank, National
Association, as master servicer (the "Master Servicer"), CWCapital Asset
Management LLC, as special servicer (the "Special Servicer"), and Xxxxx Fargo
Bank, N.A., as trustee (the "Trustee"). Capitalized terms used but not defined
herein have the respective meanings set forth in the Pooling and Servicing
Agreement, as in effect on the Closing Date.
The Purchaser has entered into an Underwriting Agreement (the
"Underwriting Agreement"), dated as of December 6, 2006, with Wachovia Capital
Markets, LLC ("Wachovia"), Citigroup Global Markets Inc. ("Citi") and Deutsche
Bank Securities Inc. ("Deutsche" and, together with Wachovia and City, in such
capacity, the "Underwriters"), whereby the Purchaser will sell to the
Underwriters all of the Certificates that are to be registered under the
Securities Act of 1933, as amended (the "Securities Act"). The Purchaser has
also entered into a Certificate Purchase Agreement (the "Certificate Purchase
Agreement"), dated as of December 6, 2006, with Wachovia, Citi and Deutsche
(collectively, in such capacity, the "Initial Purchasers"), whereby the
Purchaser will sell to the Initial Purchasers all of the remaining Certificates
(other than the Residual Interest Certificates).
In connection with the transactions contemplated hereby, the Seller,
the Purchaser, the Underwriters and the Initial Purchasers have entered into an
Indemnification Agreement (the "Indemnification Agreement"), dated as of the
date hereof.
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 accepted by the Purchaser pursuant to the terms hereof. The
Mortgage Loans will have an aggregate principal balance of $617,171,940 (the
"Citigroup Mortgage Loan Balance") as of the close of business on, with respect
to each Mortgage Loan, its Due Date in December 2006 (each such date, the
applicable "Cut-off Date"), after giving effect to any and all payments of
principal due thereon on or before such date, whether or not received. The
purchase and sale of the Mortgage Loans shall take place on December 21, 2006,
or such other date as shall be mutually acceptable to the parties hereto (the
"Closing Date"). The consideration (the "Aggregate Purchase Price") for the
Mortgage Loans shall consist of (i) a cash amount equal to 104.04707% of the
Citigroup Mortgage Loan Balance, plus (ii) $2,101,176, which amount represents
the amount of interest accrued on the Citigroup Mortgage Loan Balance at the
related Net Mortgage Rate for the period from and including the Cut-off Date up
to but not including the Closing Date but does not include any deduction for any
fees and/or expenses incurred in connection with this transaction. The Aggregate
Purchase Price shall be paid to the Seller or its designee by wire transfer in
immediately available funds (or by such other method as shall be mutually
acceptable to the parties hereto) on the Closing Date.
SECTION 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt of the
purchase price referred to in Section 1 hereof and satisfaction or waiver of the
conditions to closing set forth in Section 5 hereof, the Seller does hereby
sell, transfer, assign, set over and otherwise convey to the Purchaser, without
recourse, all the right, title and interest of the Seller in and to the Mortgage
Loans identified on the Mortgage Loan Schedule as of such date, subject to the
rights of the holders of any related Companion Loans as specified in the related
Co-Lender Agreement, as applicable, and the Purchaser hereby assumes such
Mortgage Loans, together with the rights and obligations related to such
Mortgage Loans as specified in the related Co-Lender Agreement. The Mortgage
Loan Schedule, as it may be amended, shall conform to the requirements set forth
in this Agreement and the Pooling and Servicing Agreement.
(b) The Purchaser or its assignee shall, subject to the rights of
the holders of any related Companion Loans, as applicable, 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 for each Mortgage Loan, but
collected after such date, shall, subject to the rights of the holders of any
related Companion Loans, as applicable, belong to, and be promptly remitted to,
the Seller.
(c) On or before the Closing Date, the Seller shall, on behalf of
the initial Purchaser, deliver to and deposit with, or cause to be delivered to
and deposited with, the Trustee a Mortgage File for each Mortgage Loan in
accordance with the terms of, and conforming to the requirements set forth in,
the Pooling and Servicing Agreement; provided that, with respect to any
Non-Serviced Trust Loan, the preceding delivery requirements will be satisfied
by delivery of the original Mortgage Note (and all intervening endorsements)
related to such Non-Serviced Trust Loan and a copy of the "mortgage file"
delivered under the applicable Lead PSA. If the Seller cannot deliver or cause
to be delivered the documents and/or instruments referred to in clauses (a)(ii),
(a)(iii), (a)(vi) (if recorded) and (a)(viii) of the definition of "Mortgage
File" solely because of delay caused by the public recording or filing office
where such document or instrument has been delivered for recordation, the Seller
shall deliver to the Trustee a copy of the original, certified by the Seller to
be a true and complete copy of the original thereof submitted for recording or
filing. Concurrently with such delivery, the Seller shall deliver, or cause to
be delivered, to the Master Servicer and the Special Servicer copies of the
Mortgage Note, Mortgage(s) and any reserve and cash management agreements with
respect to each Mortgage Loan (other than a Non-Serviced Trust Loan) for which a
Mortgage File is required to be delivered to the Trustee.
(d) For each Mortgage Loan (other than a Non-Serviced Trust Loan)
for which a Mortgage File is required to be delivered to the Trustee, the Seller
shall bear the reasonable out-of-pocket costs and expenses related to recording
or filing, as the case may be, in the appropriate public office for real
property records or Uniform Commercial Code financing statements, as
appropriate, each related assignment of Mortgage and assignment of Assignment of
Leases, in favor of the Trustee referred to in clause (a)(iv) of the definition
of "Mortgage File" and each related UCC-2 and UCC-3 assignment referred to in
clause (a)(viii) of the definition of "Mortgage File." If any such document or
instrument is lost or returned unrecorded or unfiled, as the case may be,
because of a defect therein, then the Seller shall prepare a substitute therefor
or cure such defect or cause such to be done, as the case may be, and the Seller
shall deliver such substitute or corrected document or instrument to the Trustee
(or, if the Mortgage Loan is then no longer subject to the Pooling and Servicing
Agreement, to the then holder of such Mortgage Loan).
(e) The Seller shall deliver, or cause to be delivered, to the
Master Servicer within 10 business days after the Closing Date, all documents
and records that (i) relate to the servicing and administration of the Mortgage
Loans that are Serviced Loans, (ii) are reasonably necessary for the ongoing
administration and/or servicing of the Mortgage Loans that are Serviced Loans
and (iii) are in possession or control of the Seller, together with (x) all
unapplied Escrow Payments and Reserve Funds in the possession or under control
of the Seller that relate to the Mortgage Loans that are Serviced Loans and (y)
a statement indicating which Escrow Payments and Reserve Funds are allocable to
such Serviced Loans), provided that the Seller shall not be required to deliver
any draft documents, privileged or other internal communications, credit
underwriting, due diligence analyses or data or internal worksheets, memoranda,
communications or evaluations.
(f) After the Seller's transfer of the Mortgage Loans to the
Purchaser, as provided herein, the Seller shall not take any action inconsistent
with the Purchaser's ownership of the Mortgage Loans. Except for actions that
are the express responsibility of another party hereunder or under the Pooling
and Servicing Agreement, and further except for actions that the Seller is
expressly permitted to complete subsequent to the Closing Date, the Seller
shall, on or before the Closing Date, take all actions required under applicable
law to effectuate the transfer of the Mortgage Loans by the Seller to the
Purchaser.
(g) The Seller shall provide, or cause to be provided, information
necessary for the Master Servicer to produce the initial data with respect to
each Mortgage Loan for the CMSA Financial File and the CMSA Loan Periodic Update
File that are required to be prepared by the Master Servicer pursuant to the
Pooling and Servicing Agreement.
(h) The Seller shall provide the Master Servicer with the
Supplemental Servicer Schedule.
SECTION 3. Representations, Warranties and Covenants of Seller.
(a) The Seller hereby represents and warrants to and covenants with
the Purchaser, as of the date hereof, that:
(i) The Seller is a corporation duly organized, validly existing and
in good standing under the laws of the State of New York, is duly
qualified as a foreign organization in good standing in all jurisdictions
to the extent such qualification is necessary to hold and sell the
Mortgage Loans or otherwise comply with its obligations under this
Agreement, except where the failure to be so qualified would not have a
material adverse effect on its ability to perform its obligations
hereunder, and possesses all requisite authority and power 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 (A)
bankruptcy, insolvency, reorganization, receivership, moratorium or other
similar laws affecting the enforcement of creditors' rights in general,
and (B) general equity principles (regardless of whether such enforcement
is considered in a proceeding in equity or at law).
(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 the
Seller is subject or (C) constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default) under, or
result in the breach of, any material contract, agreement or other
instrument to which the Seller is a party or by which the Seller is bound.
(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 would
reasonably be expected to have consequences that would, in the Seller's
reasonable and good faith judgment, materially and adversely affect the
condition (financial or other) or operations of the Seller or its
properties or have consequences that would, in the Seller's reasonable and
good faith judgment, 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 organizational document or any other
corporate restriction or any judgment, order, writ, injunction, decree,
law or regulation that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the ability of the Seller to
perform its obligations under this Agreement or that requires the consent
of any third person to the execution and delivery of this Agreement by the
Seller or the performance by the Seller of its obligations under this
Agreement.
(vi) Except for the recordation and/or filing of assignments and
other transfer documents with respect to the Mortgage Loans (other than
the Non-Serviced Trust Loans), as contemplated by Section 2(d), no
consent, approval, authorization or order of, registration or filing with,
or notice to, any court or governmental agency or body, is required for
the execution, delivery and performance by the Seller of or compliance by
the Seller with this Agreement or the consummation of the transactions
contemplated by this Agreement; and no bulk sale law applies to such
transactions.
(vii) No litigation is pending or, to the best of the Seller's
knowledge, threatened against the Seller that would, in the Seller's good
faith and reasonable judgment, prohibit its entering into this Agreement
or materially and adversely affect the performance by the Seller of its
obligations under this Agreement.
(viii) The Seller intends to treat the transfer of the Mortgage
Loans to the Purchaser as a sale for accounting and tax purposes. In
connection with the foregoing, the Seller shall cause all of its records
to reflect such transfer as a sale (as opposed to a secured loan). 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 selling the
Mortgage Loans to the Purchaser with any intent to hinder, delay or
defraud any of the creditors of the Seller. After giving effect to its
transfer of the Mortgage Loans to the Purchaser, as provided herein, the
value of the Seller's assets, either taken at their present fair saleable
value or at fair valuation, will exceed the amount of the Seller's debts
and obligations, including contingent and unliquidated debts and
obligations of the Seller, and the Seller will not be left with
unreasonably small assets or capital with which to engage in and conduct
its business. The Mortgage Loans do not constitute all or substantially
all of the assets of the Seller. The Seller does not intend to, and does
not believe that it will, incur debts or obligations beyond its ability to
pay such debts and obligations as they mature.
(ix) No proceedings looking toward liquidation, dissolution or
bankruptcy of the Seller are pending or contemplated.
(b) The Seller hereby makes, for the benefit of the Purchaser, with
respect to each Mortgage Loan, as of the Closing Date or as of such other date
expressly set forth therein, each of the representations and warranties set
forth on Exhibit B attached hereto, except as otherwise set forth on Exhibit C
attached hereto.
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:
(i) 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.
(ii) This Agreement has been duly and validly authorized, executed
and delivered by the Purchaser and, assuming due authorization, execution
and delivery hereof by the Seller, constitutes a legal, valid and binding
obligation of the Purchaser, enforceable against the Purchaser in
accordance with its terms, except as such enforcement may be limited by
(A) bankruptcy, insolvency, reorganization, receivership, moratorium or
other similar laws affecting the enforcement of creditors' rights in
general, and (B) general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law).
(iii) The execution and delivery of this Agreement by the Purchaser
and the Purchaser's performance and compliance with the terms of this
Agreement will not (A) violate the Purchaser's organizational documents,
(B) violate any law or regulation or any administrative decree or order to
which the Purchaser is subject or (C) constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material contract, agreement or
other instrument to which the Purchaser is a party or by which the
Purchaser is bound.
(iv) Except as may be required under federal or state securities
laws (and which will be obtained on a timely basis), no consent, approval,
authorization or order of, registration or filing with, or notice to, any
governmental authority or court, is required for the execution, delivery
and performance by the Purchaser of or compliance by the Purchaser with
this Agreement, or the consummation by the Purchaser of any transaction
described in this Agreement.
(v) 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 provided herein, as a sale of the Mortgage Loans to the
Purchaser in exchange for the consideration specified in Section 1 hereof.
(vi) None of the acquisition of the Mortgage Loans by the Purchaser,
the transfer of the Mortgage Loans to the Trustee, or 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 requires or will require the
consent of any third person or constitutes or will constitute a default
under (A) any term or provision of the Purchaser's certificate of
incorporation or bylaws, (B) any term or provision of any material
agreement, contract, instrument or indenture, to which the Purchaser is a
party or by which the Purchaser is bound, or (C) any law, rule,
regulation, order, judgment, writ, injunction or decree or any court or
governmental authority having jurisdiction over the Purchaser or its
assets.
SECTION 5. Notice of Breach; Cure; Repurchase; Covenant of the
Seller.
(a) If the Seller discovers or receives notice in accordance with
Section 10 hereof of a Document Defect or a breach of any of its representations
and warranties made pursuant to Section 3(b) hereof (each such breach, a
"Breach") relating to any Mortgage Loan, and such Document Defect or Breach
materially and adversely affects the value of the Mortgage Loan or the related
Mortgaged Property or the interests of the Purchaser in such Mortgage Loan (in
which case any such Document Defect or Breach would be a "Material Document
Defect" or a "Material Breach," as the case may be), then (subject to Section
5(b)) the Seller shall, within 90 days after its discovery or receipt of such
notice of such Material Document Defect or Material Breach (or, in the case of a
Material Document Defect or Material Breach that affects whether a Mortgage Loan
was, as of the Closing Date, is or will continue to be a "qualified mortgage"
within the meaning of the REMIC Provisions (a "Qualified Mortgage"), not later
than 90 days after any party discovering such Material Document Defect or
Material Breach) (such 90-day period, in either case, the "Initial Resolution
Period"), (i) cure such Material Document Defect or Material Breach, as the case
may be, in all material respects, which cure shall include payment of any
Additional Trust Fund Expenses associated therewith, or (ii) repurchase the
affected Mortgage Loan (or any related REO Property, or in the case of any REO
Property related to a Loan Group, the Seller's interest therein) from, and in
accordance with the directions of, the Purchaser or its designee, at a price
equal to the Purchase Price; provided that if (A) any such Material Breach or
Material Document Defect, as the case may be, does not affect whether the
Mortgage Loan was, as of the Closing Date, is or will continue to be a Qualified
Mortgage, (B) such Material Breach or Material Document Defect, as the case may
be, is capable of being cured but not within the applicable Initial Resolution
Period, (C) the Seller has commenced and is diligently proceeding with the cure
of such Material Breach or Material Document Defect, as the case may be, within
the applicable Initial Resolution Period, and (D) the Seller shall have
delivered to the Purchaser a certification executed on behalf of the Seller by
an officer thereof confirming that such Material Breach or Material Document
Defect, as the case may be, is not capable of being cured within the applicable
Initial Resolution Period, setting forth what actions the Seller is pursuing in
connection with the cure thereof and stating that the Seller anticipates that
such Material Breach or Material Document Defect, as the case may be, will be
cured within an additional period not to exceed 90 days beyond the end of the
applicable Initial Resolution Period, then the Seller shall have such additional
90-day period (the "Resolution Extension Period") to complete such cure or
repurchase the affected Mortgage Loan (or the related Mortgaged Property)unless,
solely in the case of a Material Document Defect, (x) the Mortgage Loan is, at
the end of the Initial Resolution Period, then a Specially Serviced Mortgage
Loan and a Servicing Tranfer Event has occurred as a result of a monetary
default or as described in clause (e), clause (f) or clause (g) of the
definition of "Specially Serviced Mortgage Loan" in the Pooling and Servicing
Agreement and (y) the Material Document Defect was identified in a certification
delivered to Seller by the Trustee pursuant to Section 2.02 of the Pooling and
Servicing Agreement not less than 90 days prior to the delivery of the notice of
such Material Document Defect; and provided, further, that, if any such Material
Document Defect is still not cured after the initial 90-day period and any such
additional 90-day period solely due to the failure of the Seller to have
received the recorded document, then the Seller shall be entitled to continue to
defer its cure and repurchase obligations in respect of such Document Defect so
long as the Seller certifies to the Purchaser every 30 days thereafter that the
Document Defect is still in effect solely because of its failure to have
received the recorded document or a copy thereof and that the Seller is
diligently pursuing the cure of such defect (specifying the actions being
taken), except that no such deferral of cure or repurchase may continue beyond
the second anniversary of the Closing Date. Any such repurchase of a Mortgage
Loan shall be on a whole loan, servicing released basis. The Seller shall have
no obligation to monitor the Mortgage Loans regarding the existence of a Breach
or Document Defect, but if the Seller discovers a Material Breach or Material
Document Defect with respect to a Mortgage Loan, it will notify the Purchaser.
Provided that if the Master Servicer has notice of such Material Document Defect
or Material Breach, the Master Servicer shall notify the Seller if the related
Mortgage Loan becomes a Specially Serviced Mortgage Loan during any applicable
cure periods. Any of the following document defects shall be conclusively
presumed to be a Material Document Defect: (a) the absence from the Mortgage
File of the original signed Mortgage Note, together with the endorsements
referred to in clause (a)(i) of the definition of "Mortgage File," unless the
Mortgage File contains a signed lost note affidavit and indemnity with respect
to the missing Mortgage Note and any missing endorsement that appears to be
regular on its face, (b) other than with respect to a Non-Serviced Trust Loan,
the absence from the Mortgage File of the original executed Mortgage or a copy
of such Mortgage certified by the local authority with which the Mortgage was
recorded, in each case with evidence of recording thereon, that appears to be
regular on its face, unless there is included in the Mortgage File a copy of the
executed Mortgage and a certificate stating that the original signed Mortgage
was sent for recordation, (c) other than with respect to a Non-Serviced Trust
Loan, the absence from the Mortgage File of the original or a copy of the
lender's title insurance policy, together with all endorsements or riders (or
copies thereof) that were issued with or subsequent to the issuance of such
policy, or marked up insurance binder or title commitment which is marked as a
binding commitment and countersigned by title company, insuring the priority of
the Mortgage as a first lien on the Mortgaged Property, (d) other than with
respect to a Non-Serviced Trust Loan, the absence from the Mortgage File of any
intervening assignments required to create a complete chain of assignment to the
Trustee on behalf of the Trust and a certificate stating that the original
intervening assignments were sent for recordation, unless there is included in
the Mortgage File a certified copy of the intervening assignment, (e) other than
with respect to a Non-Serviced Trust Loan, the absence from the Mortgage File of
a copy of the ground lease with respect to any leasehold mortgages or (f) other
than with respect to a Non-Serviced Trust Loan, the absence from the Servicing
File of any original letter of credit.
(b) If (x) any Mortgage Loan is subject to a Material Breach or
Material Document Defect and would otherwise be required to be repurchased as
contemplated by Section 5(a), (y) such Mortgage Loan is a Cross-Collateralized
Mortgage Loan or is secured by a portfolio of Mortgaged Properties, and (z) the
applicable Material Breach of Material Document Defect does not constitute a
Material Breach or Material Document Defect, as the case may be, as to any
related Cross-Collateralized Mortgage Loan or applies to only specific Mortgaged
Properties in such portfolio, the Purchaser or its designee shall use reasonable
efforts, subject to the terms of the related Mortgage Loans, to prepare and, to
the extent necessary and appropriate, have executed by the related Mortgagor and
record, such documentation as may be necessary to (i) in the case of a
Cross-Collateralized Group, terminate the cross-collateralization between the
Mortgage Loans in such Cross-Collateralized Group that are to be repurchased, on
the one hand, and the remaining Mortgage Loans therein, on the other hand, such
that those two groups of Mortgage Loans are each secured only by the Mortgaged
Properties identified in the Mortgage Loan Schedule as directly corresponding
thereto or (ii) in the case of Mortgage Loan secured by a portfolio of Mortgaged
Properties, release the affected Mortgaged Properties from the
cross-collateralization of the Mortgage Loan; provided that, if such
Cross-Collateralized Group is still subject to the Pooling and Servicing
Agreement, then no such termination shall be effected unless and until (i) the
Purchaser or its designee has received from the Seller (A) an Opinion of Counsel
to the effect that such termination or release will not cause an Adverse REMIC
Event to occur with respect to any REMIC Pool or an Adverse Grantor Trust Event
to occur with respect to the Grantor Trust and (B) a written confirmation from
each Rating Agency that such termination or release will not cause an Adverse
Rating Event to occur with respect to any Class of Certificates, (ii) the debt
service coverage ratio for the four preceding calendar quarters for all of the
Mortgage Loans relating to such Cross-Collateralized Group remaining is not less
than 0.05x below the debt service coverage ratio for all Mortgage Loans of such
Cross-Collateralized Group or Mortgaged Properties relating to such Mortgage
Loan secured by a portfolio of Mortgaged Properties (including the affected
Mortgage Loan) or Mortgage Loan (including the affected Mortgaged Property) set
forth in the Prospectus Supplement, (iii) the loan-to-value ratio for all of the
Mortgage Loans of such Cross-Collateralized Group remaining is not greater than
5% more than the loan-to-value ratio for all Mortgage Loans of such
Cross-Collateralized Group or Mortgaged Properties relating to such Mortgage
Loan secured by a portfolio of Mortgaged Properties (including the affected
Mortgage Loan) or Mortgage Loan (including the affected Mortgaged Property) set
forth in the Prospectus Supplement, and (iv) the Directing Holder (if one is
acting) has consented (which consent shall not be unreasonably withheld and
shall be deemed to have been given if no written objection is received by the
Seller within 10 Business Days of the Directing Holder's receipt of a written
request for such consent); and provided, further, that the Seller may, at its
option, purchase the entire Cross-Collateralized Group or Mortgage Loan in lieu
of terminating the cross-collateralization or a release of the affected
Mortgaged Properties from the cross-collateralization of the Mortgage Loan. In
the event that the cross-collateralization of any Cross-Collateralized Group is
terminated or any Mortgaged Property related to a Mortgage Loan secured by a
portfolio of Mortgaged Properties is released pursuant to this paragraph, the
Seller may elect either to repurchase only the affected Cross-Collateralized
Mortgage Loan or Mortgaged Properties as to which the Material Breach or
Material Document Defect exists or to repurchase the aggregate
Cross-Collateralized Mortgage Loans or Mortgaged Properties. All reasonable
costs and expenses incurred by the Purchaser or its designee pursuant to this
paragraph shall be included in the calculation of Purchase Price for the
Mortgage Loan(s) to be repurchased. If the cross-collateralization of any
Cross-Collateralized Group is not or cannot be terminated as contemplated by
this paragraph, then, for purposes of (i) determining whether any Breach or
Document Defect, as the case may be, is a Material Breach or Material Document
Defect, and (ii) the application of remedies, such Cross-Collateralized Group
shall be treated as a single Mortgage Loan.
It shall be a condition to any repurchase of a Mortgage Loan by the
Seller pursuant to Section 5(a) that (i) the Purchaser shall have executed and
delivered such instruments of endorsement, transfer or assignment then presented
to it by the Seller, in each case without recourse, as shall be necessary to
vest in the Seller the legal and beneficial ownership of such Mortgage Loan
(including any property acquired in respect thereof or proceeds of any insurance
policy with respect thereto), to the extent that such ownership interest was
transferred to the Purchaser hereunder; (ii) the Purchaser shall deliver to the
Seller all portions of the Mortgage File and other documents pertaining to such
Mortgage Loan; and (iii) the Purchaser shall release to the Seller any escrow
payments or reserve funds held by it, or on its behalf, in respect of such
Mortgage Loan. If any Mortgage Loan is to be repurchased as contemplated by
Section 5(a), the Seller shall amend the Mortgage Loan Schedule to reflect the
removal of such Mortgage Loan and shall forward such amended schedule to the
Purchaser.
(c) The Seller hereby acknowledges and agrees that any modification
of the Mortgage Loan pursuant to a workout, foreclosure, sale or other
liquidation pursuant to, and in accordance with, the Pooling and Servicing
Agreement shall not constitute a defense to any repurchase claim disputed by the
Seller nor shall such modification change the Purchase Price due from the Seller
for any repurchase claim. In the event of any such modification, the Seller
hereby agrees to repurchase the Mortgage Loan as modified, if the Seller is
required to or elects to repurchase such Mortgage Loan in accordance with the
terms of this Section 5. Any sale of the related Mortgage Loan, or foreclosure
upon such Mortgage Loan and sale of the successor REO Property, shall be without
(i) recourse of any kind (either expressed or implied) by such Person against
the Seller and (ii) representation or warranty of any kind (either expressed or
implied) by the Seller to or for the benefit of such Person.
(d) The fact that a Material Document Defect or Material Breach is
not discovered until after foreclosure (but in all instances prior to the sale
of the successor REO Property or Mortgage Loan) shall not prejudice any claim
against the Seller for repurchase of the REO Mortgage Loan or successor REO
Property, which claim shall be made in accordance with this Section 5. If a
court of competent jurisdiction issues a final order that the Seller is or was
obligated to repurchase the related Mortgage Loan or the successor REO Loan or
the Seller otherwise accepts liability, then, after the expiration of any
applicable appeal period, but in no event later than the termination of the
Trust pursuant to Section 9.01 of the Pooling and Servicing Agreement, the
Seller will be obligated to pay to the Trust the difference between (i) any
Liquidation Proceeds received upon such liquidation net of Liquidation Expenses
and (ii) the Purchase Price; provided that the prevailing party in such action
shall be entitled to recover from the other party all costs, fees and expenses
(including reasonable attorneys fees) related thereto.
(e) [Reserved].
(f) It is understood and agreed that the obligations of the Seller
set forth in Section 5(a) to cure any Material Breach or Material Document
Defect or to repurchase the affected Mortgage Loan constitute the sole remedies
available to the Purchaser with respect to any Breach or Document Defect.
(g) Notwithstanding the foregoing, if there exists a Breach of that
portion of the representation or warranty on the part of the Seller set forth
in, or made pursuant to, paragraph 38 of Exhibit B to this Agreement,
specifically relating to whether or not the Mortgage Loan documents or any
particular Mortgage Loan document for any Mortgage Loan requires the related
Mortgagor to bear reasonable costs and expenses associated with a defeasance, as
set forth in paragraph 38 (any such costs or expenses, referred to herein as
"Covered Costs"), then the Purchaser or its designee will direct the Seller in
writing to wire transfer to the Custodial Account, within 90 days of receipt of
such direction, the amount of any such reasonable costs and expenses incurred by
the Trust that (i) otherwise would have been required to be paid by the
Mortgagor if such representation or warranty with respect to such costs and
expenses had in fact been true, as set forth in the related representation or
warranty, (ii) have not been paid by the Mortgagor, (iii) are the basis of such
Breach and (iv) constitute "Covered Costs." Upon payment of such costs, the
Seller shall be deemed to have cured such Breach in all respects. Provided that
such payment is made, this paragraph describes the sole remedy available to the
Purchaser regarding any such Breach, regardless of whether it constitutes a
Material Breach, and the Seller shall not be obligated to otherwise cure such
Breach or repurchase the affected Mortgage Loan under any circumstances.
(h) For so long as the Trust Fund is subject to the reporting
requirements of the Exchange Act, the Seller shall provide the Purchaser and the
Trustee with any Additional Form 10-D Disclosure and any Additional Form 10-K
Disclosure set forth next to the Purchaser's name on Exhibit P and Exhibit Q of
the Pooling and Servicing Agreement within the time periods set forth in the
Pooling and Servicing Agreement.
SECTION 6. Closing. The closing of the sale of the Mortgage Loans
(the "Closing") shall be held at the offices of Cadwalader, Xxxxxxxxxx & Xxxx
LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M., New York City
time, on the Closing Date.
The Closing shall be subject to each of the following conditions:
(a) All of the representations and warranties of the Seller set
forth in or made pursuant to Sections 3(a) and 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) Insofar as it affects the obligations of the Seller hereunder,
the Pooling and Servicing Agreement shall be in a form mutually acceptable to
the Purchaser and the Seller;
(c) All documents specified in Section 7 of this Agreement (the
"Closing Documents"), in such forms as are reasonably acceptable to the
Purchaser and the Seller, shall be duly executed and delivered by all
signatories as required pursuant to the respective terms thereof;
(d) The Seller shall have delivered and released to the Trustee (or
a Custodian on its behalf), the Master Servicer and the Special Servicer all
documents and funds required to be delivered to the Trustee, the Master Servicer
and the Special Servicer, respectively, pursuant to Section 2 of this Agreement;
(e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with in all
material respects, and the Seller shall have the ability to comply with all
terms and conditions and perform all duties and obligations required to be
complied with or performed after the Closing Date;
(f) The Seller shall have paid all fees and expenses payable by it
to the Purchaser or otherwise pursuant to this Agreement; and
(g) Neither the Underwriting Agreement nor the Certificate Purchase
Agreement shall have been terminated in accordance with its terms.
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.
SECTION 7. Closing Documents. The Closing Documents shall consist of
the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties
thereto;
(c) The Indemnification Agreement duly executed by the parties
thereto;
(d) A Certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which the Purchaser,
the Underwriters and the Initial Purchasers may rely, to the effect that 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;
(e) An Officer's Certificate from an officer of the Seller, dated
the Closing Date, and upon which the Purchaser, the Underwriters and the Initial
Purchasers may rely, to the effect that each individual who, as an officer or
representative of the Seller, signed this Agreement, the Indemnification
Agreement or any other document or certificate delivered on or before the
Closing Date in connection with the transactions contemplated herein or in the
Indemnification Agreement, 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 or certificates are their genuine signatures, or
such other statement relating to incumbency that is acceptable to the Purchaser,
the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct
copies of (i) the resolutions of the board of directors authorizing the Seller's
entering into the transactions contemplated by this Agreement and the
Indemnification Agreement, (ii) the organizational documents of the Seller, and
(iii) a certificate of good standing of the Seller issued by the Secretary of
State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to
customary exceptions and carveouts, dated the Closing Date and addressed to the
Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and,
upon request, the other parties to the Pooling and Servicing Agreement, together
with such other opinions of such counsel as may be required by the Rating
Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject
to customary exceptions and carveouts, dated the Closing Date and addressed to
the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies
and, upon request, the other parties to the Pooling and Servicing Agreement; and
(i) A letter of counsel of the Seller, subject to customary
exceptions and carveouts, dated the Closing Date and addressed to the
Underwriters, to the effect that nothing has come to such counsel's attention
that would lead such counsel to believe that the Prospectus Supplement as of the
date thereof or as of the Closing Date contains, with respect to the Seller or
the Mortgage Loans, any untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements therein relating to the
Seller or the Mortgage Loans, in the light of the circumstances under which they
were made, not misleading.
SECTION 8. Costs. The reasonable out-of-pocket costs and expenses
incurred by the Seller, each other mortgage loan seller, the Purchaser, the
Underwriters and the Initial Purchasers in connection with the securitization of
the Mortgage Loans and the other transactions contemplated by this Agreement,
the Underwriting Agreement and the Certificate Purchase Agreement shall be
payable as set forth in a separate writing among such parties on the Closing
Date.
SECTION 9. Grant of a Security Interest. The parties hereto agree
that it is their express intent 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
it is the express intent of the parties that: (i) such conveyance shall be
deemed to be a pledge of the Mortgage Loans by the Seller to the Purchaser to
secure a debt or other obligation of the Seller; (ii) this Agreement shall be
deemed to be a security agreement within the meaning of Articles 8 and 9 of the
applicable Uniform Commercial Code; (iii) 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; (iv) the assignment to the Trustee of the interest of the Purchaser in
and to the Mortgage Loans shall be deemed to be an assignment of any security
interest created hereunder; (v) the possession by the Trustee or any of its
agents, including, without limitation, the Custodian, of the Mortgage Notes for
the Mortgage Loans, and such other items of property as constitute instruments,
money, negotiable documents or chattel paper shall be deemed to be "possession
by the secured party" for purposes of perfecting the security interest pursuant
to Section 9-313 of the applicable Uniform Commercial Code; and (vi)
notifications to persons (other than the Trustee) holding such property, and
acknowledgments, receipts or confirmations from such persons holding such
property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as applicable)
of the secured party for the purpose of perfecting such security interest under
applicable law. The Seller and the Purchaser shall, to the extent consistent
with this Agreement, take such actions as may be necessary to ensure that, if
this Agreement were deemed to create a security interest in the Mortgage Loans,
such security interest would be deemed to be a perfected security interest of
first priority under applicable law and will be maintained as such throughout
the term of this Agreement and the Pooling and Servicing Agreement.
SECTION 10. Notices. All notices, copies, requests, consents,
demands and other communications required hereunder shall be in writing and
telecopied or delivered to the intended recipient at the "Address for Notices"
specified on Schedule A hereof or, as to either party, at such other address as
shall be designated by such party in a notice hereunder to the other party.
Except as otherwise provided in this Agreement, all such communications shall be
deemed to have been duly given when transmitted by telecopier or personally
delivered or, in the case of a mailed notice, upon receipt, in each case given
or addressed as aforesaid.
SECTION 11. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser (and by the Purchaser to the Trustee) until the
termination of the Pooling and Servicing Agreement pursuant to the terms
thereof.
SECTION 12. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any particular jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.
SECTION 13. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but which together
shall constitute one and the same agreement.
SECTION 14. GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT
WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, APPLICABLE TO AGREEMENTS NEGOTIATED, MADE AND TO BE PERFORMED ENTIRELY
IN SAID STATE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE SELLER
AND THE PURCHASER EACH HEREBY IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY
NEW YORK STATE AND FEDERAL COURTS SITTING IN NEW YORK CITY WITH RESPECT TO
MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT; (II) AGREES THAT ALL
CLAIMS WITH RESPECT TO SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN
SUCH NEW YORK STATE OR FEDERAL COURTS; (III) WAIVES, TO THE FULLEST POSSIBLE
EXTENT, THE DEFENSE OF AN INCONVENIENT FORUM; AND (IV) AGREES THAT A FINAL
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW.
SECTION 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 respective successors and permitted assigns.
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. The Seller's obligations hereunder shall
in no way be expanded, changed or otherwise affected by any amendment of or
modification to the Pooling and Servicing Agreement, unless the Seller has
consented to such amendment or modification in writing.
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
CITIGROUP GLOBAL MARKETS REALTY CORP.
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Authorized Signatory
By:
------------------------------------
Name:
Title:
PURCHASER
CWCAPITAL COMMERCIAL FUNDING CORP.
By: /s/ Xxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Senior Vice President
SCHEDULE A
Notices
Seller:
Address for Notices:
Citigroup Global Markets Realty Corp.
000 Xxxxxxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxx
Purchaser:
Address for Notices:
CWCapital Commercial Funding Corp.
One Xxxxxxx River Place
00 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxx Xxxxxxxxx
EXHIBIT A
Mortgage Loan Schedule
Mortgage Loan Number Property Name
-------------------- ------------------------------------------
1 Ala Moana Portfolio
1.001 Ala Moana Center
1.002 Ala Moana Building
1.003 Ala Moana Pacific Center
1.004 Ala Moana Plaza
3 Prime Retail Outlets Portfolio
3.001 Queenstown Outlet
3.002 Pismo Beach Outlet
4 ShopKo Portfolio
4.001 00000 Xxxxx 000xx Xxxxxx
4.002 000 Xxxxxxx Xxx
4.003 0000 Xxxxxxxx Xxxxx
4.004 000 Xxx Xxxx Xxxxxx
0.000 00 Xxxx Xxxxxxxxx
4.006 000 Xxxx Xxxxxxxx Xxxxx
4.007 0000 Xxxx Xxxxx Xxxx
4.008 000 Xxxx Xxxxxxx Xxxxxxxx (Xxxxxxx 53)
4.009 0000 Xxxxxx Xxxxxx Xxxxx (Xxxxxxx 23)
4.01 0000 Xxxxxxx Xxxxx Xxxx
4.011 0000 Xxxx Xxxxxxxxx Xxxxxx
4.012 0000 Xxxxx Xxxx
4.013 0000 Xxxxxxx Xxxxxx
4.014 0000 Xxxxxxx 00 Xxxxx
4.015 0000 Xxxxxxx 00 Xxxxx
4.016 0000 Xxxxxxxx Xxxxxx
4.017 0000 Xxxx Xxxxx Xxxxxx
4.018 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxx
4.019 00000 Xxxx Xxxxxx Xxxx
4.02 0000 Xxxxx 00xx Xxxxxx
4.021 000 Xxxx Xxxxxxx Xxxxxx
4.022 0000 Xxxx Xxxxxxxxxx Xxxxxx
4.023 0000 Xxxx 00xx Xxxxxx
4.024 0000 Xxxxxx Xxxxxx
4.025 000 Xxxxx Xxx Xxxx
4.026 000 Xxxx Xxxxxxxxxx Xxxxxx
4.027 0000 Xxxx Xxxxxxxxx Xxxxxxxxxx
4.028 0000 Xxxxx Xxxxxxx Xxxxxx
4.029 0000 Xxxxxxx Xxxxxx
4.03 000 Xxxx Xxxx Xxxxxx
4.031 North 0000 Xxxxxxx Xxxxxxx
4.032 0000 Xxxxxxxxxx Xxxxxx
4.033 0000 Xxxxx Xxxxx Xxxxxx
4.034 0000 Xxxxx Xxxxxxx Xxxxxx
4.035 0000 XX Xxxxxxx 00
4.036 0000 00xx Xxxxxx Xxxxxxxxx
4.037 000 Xxxxxxx 00 Xxxxxxxxx
4.038 0000 Xxx Xxxxxxx Xxxxxxxxx
4.039 0000 Xxxx Xxxxxxxx
4.04 0000 Xxxxx Xxxx Xxxx
4.041 0000 00xx Xxxxxx
4.042 000 Xxxxx 00xx Xxxxxx Xxxx
4.043 000 Xxxxx Xxxxxx Xxxxxx
4.044 0000 Xxxx Xxxxxx Xxxxxx
4.045 0000 Xxxxx 00xx Xxxxxx
4.046 0000 Xxxxx Xxxx Xxxxxx
4.047 0000 Xxxxxxxx Xxxx
4.048 0000 Xxxxxxx Xxxxxx
4.049 0000 Xxxxx Xxxxxxx 00
4.05 2602 Shopko Drive
4.051 000 Xxxxx Xxxxxx Xxxxx
4.052 1553 West 0000 Xxxxx
0.000 0000 Xxxxx 0000 Xxxx
4.054 000 Xxxxxxxxxx Xxxxx
4.055 0000 Xxxxxx Xxxx Xxxxxx
4.056 0000 Xxxxx Xxxx Xxxxxx
4.057 0000 Xxxxxxxxx Xxxxxx
4.058 0000 Xxxxxx Xxxxxx Xxxx (Xxxxx Xxxxxxx 00)
4.059 0000 Xxxxx Xxxxx
4.06 0000 Xxxxx Xxxxxxx Xxxx Xxxx
4.061 000 Xxxxx Xxxxxxxxx Xxxxxx
4.062 0000 Xxxxxxx Xxxxxx
4.063 000 0xx Xxxxxx Xxxxxxxxx
4.064 0000 Xxxx Xxxxx Xxxxxx
4.065 0000 Xxxx Xxxxxx (Xxxxx Xxxxxxx 00)
4.066 000 Xxxx Xxxxxx
4.067 000 Xxxxx 000 Xxxx
4.068 000 Xxxxx Xxxxxxx 281
4.069 000 Xxxxxxxxx Xxxxxx
4.07 0000 Xxxxx Xxxxxxx Xxxxxx
4.071 South 0000 Xxxxx Xxxxxx
4.072 000 Xxxxx Xxxxxxxxx Xxxxxx
4.073 0000 Xxxxxxxxx Xxxx
0.000 000 Xxxxx Xxxxxx
4.075 0000 Xxxxx Xxxx Xxxxxx
4.076 0000 Xxxxxxxx Xxxxxx
4.077 4850 West 3500 South
4.078 0000 Xxxxx Xxxxxxx 00 (Xxxxx Xxxxxx)
4.079 0000 Xxxx Xxxxxx Xxxxxx
4.08 000 Xxxxxx Xxxx Xxxxx
4.081 0000 Xxxxxxxxxx Xxxxxxxxx
4.082 0000 Xxxxxxx Xxxx
4.083 000 Xxxx 0xx Xxxxxx
4.084 0000 Xxxxx Xxxxxx Xxxxxx
4.085 0000 Xxxxxxxx Xxxxx
4.086 000 Xxxx Xxxxxx Xxxxxx
4.087 0000 Xxxxx Xxxxxx Xxxxx
4.088 0000 Xxxxx Xxxxxxxx Xxxxxx
4.089 0000 Xxxxxxxx Xxxxxxxxx
4.09 000 Xxxx Xxxxxxxx Xxxxx
4.091 0000 Xxxxxxxxx Xxxxxx
4.092 0000 Xxxxx Xxxxxxxxxx Xxxxxxx
4.093 0000 Xxxx Xxxx Xxxx Xxxx
4.094 000 Xxxxxx Xxxx O
4.095 0000 Xxxxxxxxxxx Xxxxxxx
4.096 000 Xxxx 00xx Xxxxxx
4.097 0000 Xxxxx Xxxxxx Xxxxxx
4.098 0000 Xxxx Xxxxxx
4.099 0000 Xxxxxx Xxxx
4.1 000 Xxxx Xxxxx Xxxxxx
4.101 000 Xxxxx Xxxx Xxxxxx
4.102 0000 Xxxxx Xxxx Xxxxxx
4.103 000 Xxxxx Xxxx Xxxxxx
4.104 0000 Xxxxxxxxxx Xxxxxx
4.105 2120 Thain Grade
4.106 0000 Xxxxxx Xxxx
4.107 0000 Xxxxxxxxx Xxxx
4.108 0000 Xxxxx 0xx Xxxxxx
4.109 0000 Xxxx Xxxx Xxxxxx
4.11 East 00000 Xxxxxxx Xxxxxx
4.111 000 Xxxxx Xxxxxxxxx Xxxxxx
4.112 0000 Xxxxx Xxxxxxxxx Xxxxxx
17 Seattle SpringHill Suites
36 Mountain Shadow Apartments
42 Royal Oaks Apartments
45 Auburn Distribution Center
46 Springs Industries Portfolio 2
46.001 Springs Industries Fort Mill EO
46.002 Springs Industries Fort Mill CDC
46.003 Springs Industries Xxxxxxxxx
00 Xxx Xxxxxxx Xxxxx
56 Dover Farms
57 Triad Center I
58 Willow's Lodge
63 Vistas at Xxxx Xxxxx
00 Xxx Xxxxx at Xxxxx Ranch
77 Village Medical Park
84 Regency Towers
87 Sharpstown Garden Apartments
89 Newport Superior Medical Xxxx
00 Xxx Xxxxxxx Xxxxxxxxxx Xxxx
101 HCA-SunTrust
102 San Mateo
112 Linens 'N Things
127 5405 Data Court
Mortgage Loan Number Address City State Zip Code
-------------------- ------------------------------------------ ---------------- ------- --------
1 Various Xxxxxxxx XX 00000
1.001 0000 Xxx Xxxxx Xxxxxxxxx Xxxxxxxx XX 00000
1.002 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxx XX 00000
1.003 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxx XX 00000
1.004 000 Xxxxxx Xxxxxx Xxxxxxxx XX 00000
3 Various Various Various Various
3.001 000 Xxxxxx Xxxxxx Xxxxx Xxxxxxxxxx XX 00000
3.002 000 Xxxx Xxxxxx Xxxxx Xxxxx Xxxxx XX 00000
4 Various Various Various Various
4.001 00000 Xxxxx 000xx Xxxxxx Xxxxx XX 00000
4.002 000 Xxxxxxx Xxx Xxxxx Xxx XX 00000
4.003 0000 Xxxxxxxx Xxxxx Xx Xxxx XX 00000
4.004 000 Xxx Xxxx Xxxxxx Xxxxxxxxxxx XX 00000
4.005 00 Xxxx Xxxxxxxxx Xxxxxxx XX 00000
4.006 000 Xxxx Xxxxxxxx Xxxxx Xxxxx X'Xxxxx XX 00000
4.007 0000 Xxxx Xxxxx Xxxx Xxxxx XX 00000
4.008 000 Xxxx Xxxxxxx Xxxxxxxx (Xxxxxxx 00) Xxxxxx XX 00000
4.009 0000 Xxxxxx Xxxxxx Xxxxx (Xxxxxxx 00) Xxxxx Xxxxx XX 00000
4.01 0000 Xxxxxxx Xxxxx Xxxx Xxxxxxx XX 00000
4.011 0000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxx XX 00000
4.012 0000 Xxxxx Xxxx Xxxxxxx XX 00000
4.013 0000 Xxxxxxx Xxxxxx Xxxxxxx XX 00000
4.014 0000 Xxxxxxx 00 Xxxxx Xxxxxxxxx XX 00000
4.015 0000 Xxxxxxx 00 Xxxxx Xxxxxxxxx XX 00000
4.016 0000 Xxxxxxxx Xxxxxx Xxxxxx XX 00000
4.017 0000 Xxxx Xxxxx Xxxxxx Xxxxx Xxx XX 00000
4.018 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxxxx XX 00000
4.019 00000 Xxxx Xxxxxx Xxxx Xxxxx XX 00000
4.02 0000 Xxxxx 00xx Xxxxxx Xxxxx XX 00000
4.021 000 Xxxx Xxxxxxx Xxxxxx Xxxx xx Xxx XX 00000
4.022 0000 Xxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxx XX 00000
4.023 0000 Xxxx 00xx Xxxxxx Xxxxx Xxxxx XX 00000
4.024 0000 Xxxxxx Xxxxxx Xxxxx Xxxx XX 00000
4.025 000 Xxxxx Xxx Xxxx Xxxxxx XX 00000
4.026 000 Xxxx Xxxxxxxxxx Xxxxxx Xxx Xxxxxx XX 00000
4.027 0000 Xxxx Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxx Xxxxxx XX 00000
4.028 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxx XX 00000
4.029 0000 Xxxxxxx Xxxxxx Xxxxxxx XX 00000
4.03 000 Xxxx Xxxx Xxxxxx Xxxxxxxx XX 00000
4.031 North 0000 Xxxxxxx Xxxxxxx Xxxxxxx XX 00000
4.032 0000 Xxxxxxxxxx Xxxxxx Xxxxxx XX 00000
4.033 0000 Xxxxx Xxxxx Xxxxxx Xxxxxxx XX 00000
4.034 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx XX 00000
4.035 0000 XX Xxxxxxx 00 Xxxxxxxxxx XX 00000
4.036 0000 00xx Xxxxxx Xxxxxxxxx Xxxxxx XX 00000
4.037 000 Xxxxxxx 00 Xxxxxxxxx Xxxxx Xxxxx XX 00000
4.038 0000 Xxx Xxxxxxx Xxxxxxxxx Xxxxxxxxx XX 00000
4.039 0000 Xxxx Xxxxxxxx Xxxxxx XX 00000
4.04 0000 Xxxxx Xxxx Xxxx Xxxxx Xxxxxx XX 00000
4.041 0000 00xx Xxxxxx Xxxxxxx XX 00000
4.042 000 Xxxxx 00xx Xxxxxx Xxxx Xxxxxxxx XX 00000
4.043 000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxx XX 00000
4.044 0000 Xxxx Xxxxxx Xxxxxx Xxxxxxxxxxxx XX 00000
4.045 0000 Xxxxx 00xx Xxxxxx Xxxxxxx XX 00000
4.046 0000 Xxxxx Xxxx Xxxxxx Xxxx Xxxx XX 00000
4.047 0000 Xxxxxxxx Xxxx Xxxxxxx XX 00000
4.048 0000 Xxxxxxx Xxxxxx Xxxxxx XX 00000
4.049 0000 Xxxxx Xxxxxxx 00 Xxxxxxxx XX 00000
4.05 0000 Xxxxxx Xxxxx Xxxxxxx XX 00000
4.051 000 Xxxxx Xxxxxx Xxxxx Xxxxxxxxx XX 00000
4.052 0000 Xxxx 0000 Xxxxx Xxxx Xxxxxx XX 00000
4.053 0000 Xxxxx 0000 Xxxx Xxxx Xxxx Xxxx XX 00000
4.054 000 Xxxxxxxxxx Xxxxx Xxxxxx XX 00000
4.055 0000 Xxxxxx Xxxx Xxxxxx Xxxxxx XX 00000
4.056 0000 Xxxxx Xxxx Xxxxxx Xxxxxxxx XX 00000
4.057 0000 Xxxxxxxxx Xxxxxx Xxxxxxx XX 00000
4.058 0000 Xxxxxx Xxxxxx Xxxx (Xxxxx Xxxxxxx 00) Xx Xxxxxx XX 00000
4.059 0000 Xxxxx Xxxxx Xxxxxxxx XX 00000
4.06 0000 Xxxxx Xxxxxxx Xxxx Xxxx Xxxxxxxx Xxxxx XX 00000
4.061 000 Xxxxx Xxxxxxxxx Xxxxxx Xx Xxxx XX 00000
4.062 0000 Xxxxxxx Xxxxxx Xxxxxxxxx XX 00000
4.063 000 0xx Xxxxxx Xxxxxxxxx Xxxxxxxxx XX 00000
4.064 0000 Xxxx Xxxxx Xxxxxx Xxxxxxxxxx XX 00000
4.065 0000 Xxxx Xxxxxx (Xxxxx Xxxxxxx 00) Xxxxxxx Xxxxx XX 00000
4.066 000 Xxxx Xxxxxx Xxxxxxxxxx XX 00000
4.067 000 Xxxxx 000 Xxxx Xxxx Xxxxxxxxx XX 00000
4.068 000 Xxxxx Xxxxxxx 000 Xxxxxxxx XX 00000
4.069 000 Xxxxxxxxx Xxxxxx Xxxxx Xxxxx XX 00000
4.07 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxx XX 00000
4.071 South 0000 Xxxxx Xxxxxx Xxxxxxx XX 00000
4.072 000 Xxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx XX 00000
4.073 0000 Xxxxxxxxx Xxxx Xxxxxxxxx XX 00000
4.074 000 Xxxxx Xxxxxx Xxxxx Xxxx XX 00000
4.075 0000 Xxxxx Xxxx Xxxxxx Xxxxxx XX 00000
4.076 0000 Xxxxxxxx Xxxxxx Xxxxx XX 00000
4.077 0000 Xxxx 0000 Xxxxx Xxxx Xxxxxx Xxxx XX 00000
4.078 0000 Xxxxx Xxxxxxx 00 (Xxxxx Xxxxxx) Xxxxxxxx XX 00000
4.079 0000 Xxxx Xxxxxx Xxxxxx Xxxxxxx XX 00000
4.08 000 Xxxxxx Xxxx Xxxxx Xxxxxxxx XX 00000
4.081 0000 Xxxxxxxxxx Xxxxxxxxx Xxxxx XX 00000
4.082 0000 Xxxxxxx Xxxx Xxxxx Xxxxx XX 00000
4.083 000 Xxxx 0xx Xxxxxx Xxxxxx XX 00000
4.084 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Xxx XX 00000
4.085 0000 Xxxxxxxx Xxxxx Xxxxxxx XX 00000
4.086 000 Xxxx Xxxxxx Xxxxxx Xxxxx Xxxxxx XX 00000
4.087 0000 Xxxxx Xxxxxx Xxxxx Xxxxxxxx XX 00000
4.088 0000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxx XX 00000
4.089 0000 Xxxxxxxx Xxxxxxxxx Xxxxx XX 00000
4.09 000 Xxxx Xxxxxxxx Xxxxx Xxxxxxxx XX 00000
4.091 0000 Xxxxxxxxx Xxxxxx Xxxxxxxxx XX 00000
4.092 0000 Xxxxx Xxxxxxxxxx Xxxxxxx Xxxxx XX 00000
4.093 0000 Xxxx Xxxx Xxxx Xxxx Xxxx Xxxxx XX 00000
4.094 000 Xxxxxx Xxxx X Xxxx Xxxx XX 00000
4.095 0000 Xxxxxxxxxxx Xxxxxxx Xxxxxxxx XX 00000
4.096 000 Xxxx 00xx Xxxxxx Xxxxx Xxxxx XX 00000
4.097 0000 Xxxxx Xxxxxx Xxxxxx Xxxxx XX 00000
4.098 0000 Xxxx Xxxxxx Xxxxx Xxxxx XX 00000
4.099 0000 Xxxxxx Xxxx Xxxxx Xxx XX 00000
4.1 000 Xxxx Xxxxx Xxxxxx Xxxxxxxx XX 00000
4.101 000 Xxxxx Xxxx Xxxxxx Xxxxxxx Xxxx XX 00000
4.102 0000 Xxxxx Xxxx Xxxxxx Xxxxx XX 00000
4.103 000 Xxxxx Xxxx Xxxxxx Xxxxxxx Xxxx XX 00000
4.104 0000 Xxxxxxxxxx Xxxxxx Xxxx Xxxxxxxx XX 00000
4.105 0000 Xxxxx Xxxxx Xxxxxxxx XX 00000
4.106 0000 Xxxxxx Xxxx Xxxxxxxxx XX 00000
4.107 0000 Xxxxxxxxx Xxxx Xxxxxx XX 00000
4.108 0000 Xxxxx 0xx Xxxxxx Xxxxxxxx XX 00000
4.109 0000 Xxxx Xxxx Xxxxxx Xx Xxxx XX 00000
4.11 East 00000 Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx XX 00000
4.111 000 Xxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxxx XX 00000
4.112 0000 Xxxxx Xxxxxxxxx Xxxxxx Xxxx Xxxxxxxxxx XX 00000
17 0000 Xxxx Xxxxxx Xxxxxxx XX 00000
36 0000 Xxxx 0xx Xxxxxx Xxxxxxx XX 00000
42 0000 Xxxxxxxx Xxxxx Xxxxx Xxxxxxxx XX 00000
45 00 Xxxxxxxx Xxxxxx Xxxxxx XX 00000
46 Various Various SC Various
46.001 000 Xxxxx Xxxxx Xxxxxx Xxxx Xxxx XX 00000
46.002 000 Xxxxx Xxxxx Xxxxxx Xxxx Xxxx XX 00000
46.003 000 Xxxxx Xxxxxx Xxxxxxxxx XX 00000
48 0000 Xxxxx 000xx "Xxxxxx Xxxxx XX 00000
56 0000 Xxxxxxxx Xxxx Xxxxx Xxxxxxxx XX 00000
57 0000 Xxxx 00xx Xxxxxx Xxxxx XX 00000
58 00000 Xxxxxxxxx 000xx Xxxxxx Xxxxxxxxxxx XX 00000
63 0000 Xxxxx Xxxx Xxxxx Xxxxx Xxxx Xxxxx XX 00000
75 00000 Xxxxx Xxxxx Xxxxxxxxx Xxxxxx XX 00000
77 0000-0000 Xxxxxxx Xxxx Xxxxx Xxxxxxxxxx XX 00000
84 0000 Xxxxxx Xxxxxxx Xxxx Xxxxxxxxx XX 00000
87 0000 Xxxxxxxxx Xxxxxxx XX 00000
89 0000 Xxxxxxxx Xxxxxx Xxxxxxx Xxxxx XX 00000
91 Xxx Xxxxxxxxxxxx Xxxxx Xxx Xxxxxxx XX 00000
101 00000 Xxxxx Xxxxxxxxx Xxxx Xxxxxxxxx XX 00000
102 0000 Xxx Xxxxx Xxxxxxxxx XX Xxxxxxxxxxx XX 00000
112 0000 Xxxx 00xx Xxxxxx Xxxxxxxxxxx XX 00000
127 0000 Xxxx Xxxxx Xxx Xxxxx XX 00000
Mortgage Loan Number Cut-Off Date Loan Balance ($) Monthly P&I Payments ($) Mortgage Rate
-------------------- ----------------------------- ------------------------ -------------
1 200,000,000 IO 5.60275%
1.001
1.002
1.003
1.004
3 100,000,000 IO 5.84200%
3.001
3.002
4 85,994,625 551,176 6.58750%
4.001
4.002
4.003
4.004
4.005
4.006
4.007
4.008
4.009
4.01
4.011
4.012
4.013
4.014
4.015
4.016
4.017
4.018
4.019
4.02
4.021
4.022
4.023
4.024
4.025
4.026
4.027
4.028
4.029
4.03
4.031
4.032
4.033
4.034
4.035
4.036
4.037
4.038
4.039
4.04
4.041
4.042
4.043
4.044
4.045
4.046
4.047
4.048
4.049
4.05
4.051
4.052
4.053
4.054
4.055
4.056
4.057
4.058
4.059
4.06
4.061
4.062
4.063
4.064
4.065
4.066
4.067
4.068
4.069
4.07
4.071
4.072
4.073
4.074
4.075
4.076
4.077
4.078
4.079
4.08
4.081
4.082
4.083
4.084
4.085
4.086
4.087
4.088
4.089
4.09
4.091
4.092
4.093
4.094
4.095
4.096
4.097
4.098
4.099
4.1
4.101
4.102
4.103
4.104
4.105
4.106
4.107
4.108
4.109
4.11
4.111
4.112
17 32,500,000 203,183 6.39500%
36 19,320,000 110,949 6.06070%
42 16,250,000 96,645 5.92500%
45 15,938,632 90,682 5.38000%
46 15,657,773 91,913 5.75000%
46.001
46.002
46.003
48 14,950,000 IO 5.89000%
56 12,800,000 76,126 5.92500%
57 12,780,000 78,365 6.21100%
58 12,150,527 76,824 6.46400%
63 11,015,000 65,264 5.89000%
75 9,265,657 55,633 5.97900%
77 8,975,000 55,319 6.26000%
84 7,935,906 46,197 5.65350%
87 7,650,000 45,972 6.02170%
89 7,500,000 44,649 5.93400%
91 7,433,821 43,625 5.72000%
101 5,500,000 32,587 5.89000%
102 5,500,000 33,661 6.19300%
112 4,355,000 26,928 6.29000%
127 3,700,000 22,685 6.21000%
Mortgage Loan Number Remaining Term to Maturity or ARD (Mos.) Maturity Date or ARD
-------------------- ---------------------------------------- --------------------
1 57 09/01/11
1.001
1.002
1.003
1.004
3 119 11/06/16
3.001
3.002
4 114 06/05/16
4.001
4.002
4.003
4.004
4.005
4.006
4.007
4.008
4.009
4.01
4.011
4.012
4.013
4.014
4.015
4.016
4.017
4.018
4.019
4.02
4.021
4.022
4.023
4.024
4.025
4.026
4.027
4.028
4.029
4.03
4.031
4.032
4.033
4.034
4.035
4.036
4.037
4.038
4.039
4.04
4.041
4.042
4.043
4.044
4.045
4.046
4.047
4.048
4.049
4.05
4.051
4.052
4.053
4.054
4.055
4.056
4.057
4.058
4.059
4.06
4.061
4.062
4.063
4.064
4.065
4.066
4.067
4.068
4.069
4.07
4.071
4.072
4.073
4.074
4.075
4.076
4.077
4.078
4.079
4.08
4.081
4.082
4.083
4.084
4.085
4.086
4.087
4.088
4.089
4.09
4.091
4.092
4.093
4.094
4.095
4.096
4.097
4.098
4.099
4.1
4.101
4.102
4.103
4.104
4.105
4.106
4.107
4.108
4.109
4.11
4.111
4.112
17 119 11/06/16
36 116 08/11/16
42 118 10/11/16
45 106 10/11/15
46 114 06/11/16
46.001
46.002
46.003
48 117 09/11/16
56 118 10/11/16
57 116 08/11/16
58 115 07/11/16
63 118 10/06/16
75 116 08/11/16
77 116 08/11/16
84 112 04/11/16
87 118 10/11/16
89 118 10/06/16
91 111 03/11/16
101 118 10/06/16
102 120 12/06/16
112 115 07/11/16
127 117 09/11/16
Mortgage Loan Number Remaining Amort Term (Mos.) for Balloon Mortgage Loan Interest Accrual Method
-------------------- ----------------------------------------------------- -----------------------
1 IO Actual/360
1.001
1.002
1.003
1.004
3 IO Actual/360
3.001
3.002
4 354 Actual/360
4.001
4.002
4.003
4.004
4.005
4.006
4.007
4.008
4.009
4.01
4.011
4.012
4.013
4.014
4.015
4.016
4.017
4.018
4.019
4.02
4.021
4.022
4.023
4.024
4.025
4.026
4.027
4.028
4.029
4.03
4.031
4.032
4.033
4.034
4.035
4.036
4.037
4.038
4.039
4.04
4.041
4.042
4.043
4.044
4.045
4.046
4.047
4.048
4.049
4.05
4.051
4.052
4.053
4.054
4.055
4.056
4.057
4.058
4.059
4.06
4.061
4.062
4.063
4.064
4.065
4.066
4.067
4.068
4.069
4.07
4.071
4.072
4.073
4.074
4.075
4.076
4.077
4.078
4.079
4.08
4.081
4.082
4.083
4.084
4.085
4.086
4.087
4.088
4.089
4.09
4.091
4.092
4.093
4.094
4.095
4.096
4.097
4.098
4.099
4.1
4.101
4.102
4.103
4.104
4.105
4.106
4.107
4.108
4.109
4.11
4.111
4.112
17 360 Actual/360
36 420 Actual/360
42 360 Actual/360
45 346 Actual/360
46 354 Actual/360
46.001
46.002
46.003
48 IO Actual/360
56 360 Actual/360
57 360 Actual/360
58 355 Actual/360
63 360 Actual/360
75 356 Actual/360
77 360 Actual/360
84 352 Actual/360
87 360 Actual/360
89 360 Actual/360
91 351 Actual/360
101 360 Actual/360
102 360 Actual/360
112 360 Actual/360
127 360 Actual/360
Mortgage Loan Number Loan Administrative Cost Rate Master Servicing Fee Rate Ground Lease Mortgage Loan Seller Originator
-------------------- ----------------------------- ------------------------- ------------ -------------------- ----------
1 #REF! 0.02000% Various CGM CGM
1.001 N
1.002 N
1.003 Y
1.004 N
3 #REF! 0.02000% N CGM CGM
3.001 N
3.002 N
4 #REF! 0.03000% Various CGM CGM
4.001 N
4.002 N
4.003 N
4.004 N
4.005 N
4.006 N
4.007 N
4.008 N
4.009 N
4.01 N
4.011 N
4.012 N
4.013 N
4.014 N
4.015 N
4.016 N
4.017 N
4.018 N
4.019 N
4.02 N
4.021 N
4.022 N
4.023 N
4.024 N
4.025 N
4.026 N
4.027 N
4.028 N
4.029 N
4.03 N
4.031 N
4.032 N
4.033 N
4.034 N
4.035 N
4.036 N
4.037 N
4.038 N
4.039 N
4.04 N
4.041 N
4.042 N
4.043 N
4.044 N
4.045 N
4.046 N
4.047 N
4.048 N
4.049 N
4.05 N
4.051 N
4.052 N
4.053 N
4.054 N
4.055 N
4.056 N
4.057 N
4.058 N
4.059 N
4.06 N
4.061 N
4.062 N
4.063 N
4.064 N
4.065 N
4.066 N
4.067 N
4.068 N
4.069 N
4.07 N
4.071 N
4.072 N
4.073 N
4.074 N
4.075 N
4.076 N
4.077 N
4.078 N
4.079 N
4.08 N
4.081 N
4.082 N
4.083 N
4.084 N
4.085 N
4.086 N
4.087 N
4.088 N
4.089 N
4.09 N
4.091 N
4.092 N
4.093 N
4.094 N
4.095 N
4.096 N
4.097 N
4.098 N
4.099 Y
4.1 N
4.101 N
4.102 Y
4.103 N
4.104 N
4.105 Y
4.106 N
4.107 N
4.108 N
4.109 N
4.11 Y
4.111 Y
4.112 N
17 #REF! 0.02000% N CGM CGM
36 #REF! 0.04000% N CGM CGM
42 #REF! 0.02000% N CGM CGM
45 #REF! 0.02000% N CGM CGM
46 #REF! 0.06000% N CGM CGM
46.001 N
46.002 N
46.003 N
48 0.06080% 0.06000% N CGM CGM
56 0.02080% 0.02000% N CGM CGM
57 0.02080% 0.02000% N CGM CGM
58 0.02080% 0.02000% Y CGM CGM
63 0.02080% 0.02000% N CGM CGM
75 0.02080% 0.02000% N CGM CGM
77 0.02080% 0.02000% N CGM CGM
84 0.05080% 0.05000% N CGM CGM
87 0.02080% 0.02000% N CGM CGM
89 0.02080% 0.02000% N CGM CGM
91 0.09080% 0.09000% N CGM CGM
101 0.06080% 0.06000% N CGM CGM
102 0.06080% 0.06000% N CGM CGM
112 0.06080% 0.06000% N CGM CGM
127 0.02080% 0.02000% N CGM CGM
Mortgage Loan Number Defeasance Loan Cross Collateralized and Cross Defaulted Loan Flag Letter of Credit In-Place ARD Loan
-------------------- --------------- -------------------------------------------------- ------------------------- --------
1 Y N N N
1.001
1.002
1.003
1.004
3 Y N N N
3.001
3.002
4 Y N N N
4.001
4.002
4.003
4.004
4.005
4.006
4.007
4.008
4.009
4.01
4.011
4.012
4.013
4.014
4.015
4.016
4.017
4.018
4.019
4.02
4.021
4.022
4.023
4.024
4.025
4.026
4.027
4.028
4.029
4.03
4.031
4.032
4.033
4.034
4.035
4.036
4.037
4.038
4.039
4.04
4.041
4.042
4.043
4.044
4.045
4.046
4.047
4.048
4.049
4.05
4.051
4.052
4.053
4.054
4.055
4.056
4.057
4.058
4.059
4.06
4.061
4.062
4.063
4.064
4.065
4.066
4.067
4.068
4.069
4.07
4.071
4.072
4.073
4.074
4.075
4.076
4.077
4.078
4.079
4.08
4.081
4.082
4.083
4.084
4.085
4.086
4.087
4.088
4.089
4.09
4.091
4.092
4.093
4.094
4.095
4.096
4.097
4.098
4.099
4.1
4.101
4.102
4.103
4.104
4.105
4.106
4.107
4.108
4.109
4.11
4.111
4.112
00 X X X X
00 X X X X
42 Y N N N
45 N N N N
46 Y N N Y
46.001
46.002
46.003
48 Y N N N
56 Y N N N
57 Y N N N
58 Y N N N
63 Y N N N
75 Y N N N
77 Y N N N
84 Y N N N
87 N N N N
89 Y N N N
91 Y N N N
101 Y N N N
102 Y N N N
112 Y N N N
127 Y N N N
Mortgage Loan Number Anticipated Repayment Date If ARD loan, Additional Interest Rate
-------------------- -------------------------- ------------------------------------------------------------
1
1.001
1.002
1.003
1.004
3
3.001
3.002
4
4.001
4.002
4.003
4.004
4.005
4.006
4.007
4.008
4.009
4.01
4.011
4.012
4.013
4.014
4.015
4.016
4.017
4.018
4.019
4.02
4.021
4.022
4.023
4.024
4.025
4.026
4.027
4.028
4.029
4.03
4.031
4.032
4.033
4.034
4.035
4.036
4.037
4.038
4.039
4.04
4.041
4.042
4.043
4.044
4.045
4.046
4.047
4.048
4.049
4.05
4.051
4.052
4.053
4.054
4.055
4.056
4.057
4.058
4.059
4.06
4.061
4.062
4.063
4.064
4.065
4.066
4.067
4.068
4.069
4.07
4.071
4.072
4.073
4.074
4.075
4.076
4.077
4.078
4.079
4.08
4.081
4.082
4.083
4.084
4.085
4.086
4.087
4.088
4.089
4.09
4.091
4.092
4.093
4.094
4.095
4.096
4.097
4.098
4.099
4.1
4.101
4.102
4.103
4.104
4.105
4.106
4.107
4.108
4.109
4.11
4.111
4.112
17
36
42
45
46 06/11/16 Greater of interest rate plus 2% or Annualized Yield plus 3%
46.001
46.002
46.003
48
56
57
58
63
75
77
84
87
89
91
101
102
112
127
Mortgage Loan Number Serviced Loan Combination?
-------------------- --------------------------
1 N
1.001
1.002
1.003
1.004
3 N
3.001
3.002
4 N
4.001
4.002
4.003
4.004
4.005
4.006
4.007
4.008
4.009
4.01
4.011
4.012
4.013
4.014
4.015
4.016
4.017
4.018
4.019
4.02
4.021
4.022
4.023
4.024
4.025
4.026
4.027
4.028
4.029
4.03
4.031
4.032
4.033
4.034
4.035
4.036
4.037
4.038
4.039
4.04
4.041
4.042
4.043
4.044
4.045
4.046
4.047
4.048
4.049
4.05
4.051
4.052
4.053
4.054
4.055
4.056
4.057
4.058
4.059
4.06
4.061
4.062
4.063
4.064
4.065
4.066
4.067
4.068
4.069
4.07
4.071
4.072
4.073
4.074
4.075
4.076
4.077
4.078
4.079
4.08
4.081
4.082
4.083
4.084
4.085
4.086
4.087
4.088
4.089
4.09
4.091
4.092
4.093
4.094
4.095
4.096
4.097
4.098
4.099
4.1
4.101
4.102
4.103
4.104
4.105
4.106
4.107
4.108
4.109
4.11
4.111
4.112
00 X
00 X
00 X
00 X
46 N
46.001
46.002
46.003
00 X
00 X
00 X
00 X
63 N
75 N
77 N
84 N
87 N
89 N
91 N
000 X
000 X
112 N
127 N
EXHIBIT B
Mortgage Loan Representations and Warranties
1) Mortgage Loan Schedule. The information set forth in the Mortgage
Loan Schedule is complete, true and correct in all material respects as of
the date of this Agreement and as of the Cut-off Date.
2) Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a
whole loan and not a participation interest in a mortgage loan.
Immediately prior to the transfer to the Purchaser of the Mortgage Loans,
the Seller had good title to, and was the sole owner of, each Mortgage
Loan. The Seller has full right, power and authority to transfer and
assign each of the Mortgage Loans to or at the direction of the Purchaser
and has validly and effectively conveyed (or caused to be conveyed) to the
Purchaser or its designee all of the Seller's legal and beneficial
interest in and to the Mortgage Loans free and clear of any and all
pledges, liens, charges, security interests and/or other encumbrances. The
sale of the Mortgage Loans to the Purchaser or its designee does not
require the Seller to obtain any governmental or regulatory approval or
consent that has not been obtained.
3) Payment Record. No scheduled payment of principal and interest
under any Mortgage Loan was 30 days or more past due as of the Cut-off
Date, and no Mortgage Loan was 30 days or more delinquent in the
twelve-month period immediately preceding the Cut-off Date.
4) Lien; Valid Assignment. None of the matters referred to in
clauses (B), (C) or (D) of the definition of "Permitted Liens" (as defined
below), individually or in the aggregate, materially interferes with the
security intended to be provided by such Mortgage, the marketability or
current use of the Mortgaged Property, or the current ability of the
Mortgaged Property to generate operating income sufficient to service the
Mortgage Loan debt. The related assignment of such Mortgage executed and
delivered in favor of the Trustee is in recordable form and constitutes a
legal, valid and binding assignment, sufficient to convey to the assignee
named therein all of the assignor's right, title and interest in, to and
under such Mortgage. Such Mortgage, together with any separate security
agreements, chattel mortgages or equivalent instruments, establishes and
creates a valid and, subject to the exceptions set forth in paragraph 13
below, enforceable security interest in favor of the holder thereof in all
of the related Mortgagor's personal property used in, and reasonably
necessary to operate, the related Mortgaged Property. In the case of a
Mortgaged Property operated as a hotel or an assisted living facility, the
Mortgagor's personal property includes all personal property that a
prudent mortgage lender making a similar Mortgage Loan would deem
reasonably necessary to operate the related Mortgaged Property as it is
currently being operated. A Uniform Commercial Code financing statement
has been filed and/or recorded in all places necessary to perfect a valid
security interest in personal property located on the Mortgaged Property
that is owned by the Mortgagor and either (i) is reasonably necessary to
operate the Mortgaged Property or (ii) is (as indicated in the appraisal
obtained in connection with the origination of the related Mortgage Loan)
material to the value of the Mortgaged Property, to the extent a security
interest may be so created therein, and such security interest is a first
priority security interest, subject to any prior purchase money security
interest or a sale and leaseback financing arrangement in such personal
property and any personal property leases applicable to such personal
property. Notwithstanding the foregoing, no representation is made as to
the perfection of any security interest in rents or other personal
property to the extent that possession or control of such items or actions
other than the filing of Uniform Commercial Code financing statements are
required in order to effect such perfection.
"Permitted Liens" shall mean, (A) the lien for current real estate taxes
and assessments not yet due and payable, (B) covenants, conditions and
restrictions, rights of way, easements and other matters that are of
public record and/or are referred to in the related mortgagee's title
insurance policy, (C) exceptions and exclusions specifically referred to
in such mortgagee's title insurance policy, (D) other matters to which
like properties are commonly subject, (E) the lien created through the
cross-collateralization of the subject Mortgage Loan with another Mortgage
Loan.
5) Assignment of Leases and Rents. The Assignment of Leases related
to and delivered in connection with each Mortgage Loan establishes and
creates a valid, subsisting and, subject to the exceptions set forth in
paragraph 13 below, enforceable first priority lien and first priority
security interest in the related Mortgagor's interest in all leases,
sub-leases, licenses or other agreements pursuant to which any person is
entitled to occupy, use or possess all or any portion of the real property
subject to the related Mortgage, and each assignor thereunder has the full
right to assign the same. The related assignment of any Assignment of
Leases not included in a Mortgage has been executed and delivered in favor
of the Trustee and is in recordable form and constitutes a legal, valid
and binding assignment, sufficient to convey to the assignee named therein
all of the assignor's right, title and interest in, to and under such
Assignment of Leases.
6) Mortgage Status; Waivers and Modifications. No Mortgage has been
satisfied, cancelled, rescinded or subordinated in whole or in part, and
the related Mortgaged Property has not been released from the lien of such
Mortgage, in whole or in part (except for partial reconveyances of real
property that are set forth on Schedule B-1 to this Exhibit B), nor has
any instrument been executed that would effect any such satisfaction,
cancellation, subordination, rescission or release, in any manner that, in
each case, materially adversely affects the value of the related Mortgaged
Property. None of the terms of any Mortgage Note, Mortgage or Assignment
of Leases has been impaired, waived, altered or modified in any respect,
except by written instruments, all of which are included in the related
Mortgage File since the date upon which the due diligence file related to
the applicable Mortgage Loan was delivered to CWCapital Investments LLC,
or an affiliate.
7) Condition of Property; Condemnation. (i) With respect to the
Mortgaged Properties securing the Mortgage Loans that were the subject of
an engineering report within 18 months prior to the Cut-off Date as set
forth on Schedule B-1 to this Exhibit B, each Mortgaged Property is, to
the Seller's knowledge, free and clear of any damage (or adequate reserves
therefor have been established) that would materially and adversely affect
its value as security for the related Mortgage Loan, and (ii) with respect
to the Mortgaged Properties securing the Mortgage Loans that were not the
subject of an engineering report within 18 months prior to the Cut-off
Date as set forth on Schedule B-1 to this Exhibit B, each Mortgaged
Property is in good repair and condition and all building systems
contained therein are in good working order (or adequate reserves therefor
have been established) and each Mortgaged Property is free of structural
defects, in each case, that would materially and adversely affect its
value as security for the related Mortgage Loan as of the date hereof. The
Seller has received no notice of the commencement of any proceeding for
the condemnation of all or any material portion of any Mortgaged Property.
To the Seller's knowledge (based on surveys and/or title insurance
obtained in connection with the origination of the Mortgage Loans), as of
the date of the origination of each Mortgage Loan, all of the material
improvements on the related Mortgaged Property that were considered in
determining the appraised value of the Mortgaged Property lay wholly
within the boundaries and building restriction lines of such property and
do not encroach on any third party easements on the Mortgaged Property,
except for encroachments that are insured against by the mortgagee's title
insurance policy referred to herein or that do not materially and
adversely affect the value or marketability of such Mortgaged Property,
and no improvements on adjoining properties materially encroached upon
such Mortgaged Property so as to materially and adversely affect the value
or marketability of such Mortgaged Property, except those encroachments
that are insured against by the Title Policy referred to herein.
8) Title Insurance. Each Mortgaged Property is covered by an
American Land Title Association (or an equivalent form of) mortgagee's
title insurance policy or a marked-up title insurance commitment (on which
the required premium has been paid) which evidences such title insurance
policy (the "Title Policy") in the original principal amount of the
related Mortgage Loan after all advances of principal. Each Title Policy
insures that the related Mortgage is a valid first priority lien on such
Mortgaged Property, subject only to Permitted Liens. Each Title Policy
(or, if it has yet to be issued, the coverage to be provided thereby) is
in full force and effect, all premiums thereon have been paid, and no
material claims have been made thereunder and no claims have been paid
thereunder. No holder of the related Mortgage has done, by act or
omission, anything that would materially impair the coverage under such
Title Policy. Immediately following the transfer and assignment of the
related Mortgage Loan to the Trustee, such Title Policy (or, if it has yet
to be issued, the coverage to be provided thereby) will inure to the
benefit of the Trustee without the consent of or notice to the insurer. To
the Seller's knowledge, the insurer issuing such Title Policy is qualified
to do business in the jurisdiction in which the related Mortgaged Property
is located.
9) No Holdbacks. The proceeds of each Mortgage Loan have been fully
disbursed and there is no obligation for future advances with respect
thereto. With respect to each Mortgage Loan, any and all requirements as
to completion of any on-site or off-site improvement and as to
disbursements of any funds escrowed for such purpose that were to have
been complied with on or before the Closing Date have been complied with,
or any such funds so escrowed have not been released.
10) Mortgage Provisions. The Mortgage Note or Mortgage for each
Mortgage Loan, together with applicable state law, contains customary and
enforceable provisions (subject to the exceptions set forth in paragraph
13) such as to render the rights and remedies of the holder thereof
adequate for the practical realization against the related Mortgaged
Property of the principal benefits of the security intended to be provided
thereby.
11) Trustee under Deed of Trust. If any Mortgage is a deed of trust,
(i) a trustee, duly qualified under applicable law to serve as such, is
properly designated and serving under such Mortgage, and (ii) no fees or
expenses are payable to such trustee by the Seller, the Purchaser or any
transferee thereof except in connection with a trustee's sale after
default by the related Mortgagor or in connection with any full or partial
release of the related Mortgaged Property or related security for the
related Mortgage Loan.
12) Environmental Conditions.
i) With respect to the Mortgaged Properties securing the
Mortgage Loans that were the subject of an environmental site
assessment within 18 months prior to the Cut-off Date as set forth
on Schedule B-1 to this Exhibit B, an environmental site assessment
(meeting American Society for Testing and Materials standards), or
an update of a previous such report, was performed with respect to
each Mortgaged Property in connection with the origination or the
sale of the related Mortgage Loan, a report of each such assessment
(or the most recent assessment with respect to each Mortgaged
Property) (an "Environmental Report") has been delivered to the
Purchaser, and the Seller has no knowledge of any material and
adverse environmental condition or circumstance affecting any
Mortgaged Property that was not disclosed in such report. Each
Mortgage requires the related Mortgagor to comply with all
applicable federal, state and local environmental laws and
regulations. Where such assessment disclosed the existence of a
material and adverse environmental condition or circumstance
affecting any Mortgaged Property, (i) a party not related to the
Mortgagor was identified as the responsible party for such condition
or circumstance, (ii) a party related to the Mortgagor having
financial resources reasonably estimated to be adequate to address
the situation is required to take action, or (iii) environmental
insurance covering such condition was obtained or must be maintained
until the condition is remediated, or (iv) the related Mortgagor was
required either to provide additional security that was deemed to be
sufficient by the originator in light of the circumstances and/or to
establish an operations and maintenance plan. In the case of each
Mortgage Loan set forth on Schedule B-1 to this Exhibit B, (i) such
Mortgage Loan is the subject of a Secured Creditor Impaired Property
Policy, issued by the issuer set forth on Schedule B-1 (the "Policy
Issuer") and effective as of the date thereof (the "Environmental
Insurance Policy"), (ii) the Environmental Insurance Policy is in
full force and effect, (iii)(a) a property condition or engineering
report was prepared, if the related Mortgaged Property was
constructed prior to 1985, with respect to asbestos containing
materials ("ACM") and, if the related Mortgaged Property is a
multifamily property, with respect to radon gas ("RG") and lead
based paint ("LBP") and (b) if such report disclosed the existence
of a material and adverse LBP, ACM or RG environmental condition or
circumstance affecting the related Mortgaged Property, the related
Mortgagor (A) was required to remediate the identified condition
prior to closing the Mortgage Loan or provide additional security or
establish with the mortgagee a reserve from loan proceeds, in an
amount deemed to be sufficient by the Seller, for the remediation of
the problem, and/or (B) agreed in the Mortgage Loan documents to
establish an operations and maintenance plan after the closing of
the Mortgage Loan, (iv) on the effective date of the Environmental
Insurance Policy, Seller as originator had no knowledge of any
material and adverse environmental condition or circumstance
affecting the Mortgaged Property (other than the existence of LBP,
ACM or RG) that was not disclosed to the Policy Issuer in one or
more of the following: (a) the application for insurance, (b) a
borrower questionnaire that was provided to the Policy Issuer, or
(c) an engineering or other report provided to the Policy Issuer,
and (v) the premium of any Environmental Insurance Policy has been
paid through the maturity of the policy's term and the term of such
policy extends at least five years beyond the maturity of the
Mortgage Loan.
ii) With respect to the Mortgaged Properties securing the
Mortgage Loans that were not the subject of an environmental site
assessment within 18 months prior to the Cut-off Date as set forth
on Schedule B-1 to this Exhibit B, (i) no Hazardous Material is
present on such Mortgaged Property such that (1) the value of such
Mortgaged Property is materially and adversely affected or (2) under
applicable federal, state or local law, (a) such Hazardous Material
could be required to be eliminated at a cost materially and
adversely affecting the value of the Mortgaged Property before such
Mortgaged Property could be altered, renovated, demolished or
transferred, or (b) the presence of such Hazardous Material could
(upon action by the appropriate governmental authorities) subject
the owner of such Mortgaged Property, or the holders of a security
interest therein, to liability for the cost of eliminating such
Hazardous Material or the hazard created thereby at a cost
materially and adversely affecting the value of the Mortgaged
Property, and (ii) such Mortgaged Property is in material compliance
with all applicable federal, state and local laws pertaining to
Hazardous Materials or environmental hazards, any noncompliance with
such laws does not have a material adverse effect on the value of
such Mortgaged Property, and neither Seller nor, to Seller's
knowledge, the related Mortgagor or any current tenant thereon, has
received any notice of violation or potential violation of any such
law.
iii) "Hazardous Materials" means gasoline, petroleum products,
explosives, radioactive materials, polychlorinated biphenyls or
related or similar materials and any other substance or material as
may be defined as a hazardous or toxic substance by any federal,
state or local environmental law ordinance, rule, regulation or
order, including without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended (42
U.S.C. xx.xx. 9601 et seq.), the Hazardous Materials Transportation
Act as amended (42 U.S.C. xx.xx. 6901 et seq.), the Federal Water
Pollution Control Act as amended (33 U.S.C. xx.xx. 1251 et seq.),
the Clean Air Act (42 U.S.C. xx.xx. 1251 et seq.) and any
regulations promulgated pursuant thereto.
13) Loan Document Status. Each Mortgage Note, Mortgage and other
agreement that evidences or secures such Mortgage Loan and was executed by
or on behalf of the related Mortgagor is the legal, valid and binding
obligation of the maker thereof (subject to any non-recourse provisions
contained in any of the foregoing agreements and any applicable state
anti-deficiency or market value limit deficiency legislation), enforceable
in accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally, and by general principles of
equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law) and there is no valid defense,
counterclaim or right of offset or rescission available to the related
Mortgagor with respect to such Mortgage Note, Mortgage or other agreement.
14) Insurance. Each Mortgaged Property is, and is required pursuant
to the related Mortgage to be, insured by (a) a fire and extended perils
insurance policy providing coverage against loss or damage sustained by
reason of fire, lightning, windstorm, hail, explosion, riot, civil
commotion, aircraft, vehicles and smoke, and, to the extent required as of
the date of origination by the originator of such Mortgage Loan consistent
with its normal commercial mortgage lending practices, against other risks
insured against by persons operating like properties in the locality of
the Mortgaged Property in an amount not less than the lesser of the
principal balance of the related Mortgage Loan and the replacement cost of
the Mortgaged Property, and contains no provisions for a deduction for
depreciation, and not less than the amount necessary to avoid the
operation of any co-insurance provisions with respect to the Mortgaged
Property; (b) a business interruption or rental loss insurance policy, in
an amount at least equal to six months of operations of the Mortgaged
Property; (c) a flood insurance policy (if any portion of buildings or
other structures on the Mortgaged Property are located in an area
identified by the Federal Emergency Management Agency as having special
flood hazards and the Federal Emergency Management Agency requires flood
insurance to be maintained); (d) a comprehensive general liability
insurance policy in amounts as are generally required by commercial
mortgage lenders, and in any event not less than $1 million per
occurrence; and (e) if the Mortgaged Property is located in Florida or
within 25 miles of the coast of Texas, Louisiana, Mississippi, Alabama,
Georgia, North Carolina or South Carolina, windstorm insurance in an
amount at least equal to the lesser of (i) the outstanding principal
balance of such Mortgage Loan and (ii) 100% of the full insurable value,
or 100% of the replacement cost, of the improvements located on the
related Mortgaged Property. An architectural or engineering consultant has
performed an analysis of each of the Mortgaged Properties located in
seismic zone 3 or 4 in order to evaluate the structural and seismic
condition of such property, for the sole purpose of assessing the probable
maximum loss ("PML") for the Mortgaged Property in the event of an
earthquake. In such instance, the PML was based on a 475-year lookback
with a 10% probability of exceedance in a 50-year period. If a seismic
report concluded that the PML on a Mortgaged Property would exceed 20% of
the amount of the replacement costs of the improvements, earthquake
insurance by an insurer rated at least "A-:V" (or the equivalent) by A.M.
Best Company or "BBB-" (or the equivalent) from S&P or Fitch. Such
insurance policy contains a standard mortgagee clause that names the
mortgagee as an additional insured in the case of liability insurance
policies and as a loss payee in the case of property insurance policies
and requires prior notice to the holder of the Mortgage of termination or
cancellation. No such notice has been received, including any notice of
nonpayment of premiums, that has not been cured. Each Mortgage obligates
the related Mortgagor to maintain all such insurance and, upon such
Mortgagor's failure to do so, authorizes the holder of the Mortgage to
maintain such insurance at the Mortgagor's cost and expense and to seek
reimbursement therefor from such Mortgagor. Each Mortgage provides that
casualty insurance proceeds will be applied (a) to the restoration or
repair of the related Mortgaged Property, (b) to the restoration or repair
of the related Mortgaged Property, with any excess insurance proceeds
after restoration or repair being paid to the Mortgagor, or (c) to the
reduction of the principal amount of the Mortgage Loan.
15) Taxes and Assessments. As of the Closing Date, there are no
delinquent or unpaid taxes, assessments (including assessments payable in
future installments) or other outstanding charges affecting any Mortgaged
Property that are or may become a lien of priority equal to or higher than
the lien of the related Mortgage. For purposes of this representation and
warranty, real property taxes and assessments shall not be considered
unpaid until the date on which interest or penalties would be first
payable thereon.
16) Mortgagor Bankruptcy. No Mortgaged Property, nor any portion
thereof is the subject of, and no Mortgagor under a Mortgage loan is, a
debtor in any state or federal bankruptcy or insolvency or similar
proceeding.
17) Leasehold Estate. Each Mortgaged Property consists of a fee
simple estate in real estate or, if the related Mortgage Loan is secured
in whole or in part by the interest of a Mortgagor as a lessee under a
ground lease of a Mortgaged Property (a "Ground Lease"), by the related
Mortgagor's interest in the Ground Lease but not by the related fee
interest in such Mortgaged Property (the "Fee Interest"), and as to such
Ground Leases:
i) Such Ground Lease or a memorandum thereof has been or will
be duly recorded; such Ground Lease (or the related estoppel letter
or lender protection agreement between the Seller and related
lessor) does not prohibit the current use of the Mortgaged Property
and does not prohibit the interest of the lessee thereunder to be
encumbered by the related Mortgage; and there has been no material
change in the payment terms of such Ground Lease since the
origination of the related Mortgage Loan, with the exception of
material changes reflected in written instruments that are a part of
the related Mortgage File;
ii) The lessee's interest in such Ground Lease is not subject
to any liens or encumbrances superior to, or of equal priority with,
the related Mortgage, other than Permitted Liens;
iii) The Mortgagor's interest in such Ground Lease is
assignable to the Purchaser and its successors and assigns upon
notice to, but without the consent of, the lessor thereunder (or, if
such consent is required, it has been obtained prior to the Closing
Date) and, in the event that it is so assigned, is further
assignable by the Purchaser and its successors and assigns upon
notice to, but without the need to obtain the consent of, such
lessor or if such lessor's consent is required it cannot be
unreasonably withheld;
iv) Such Ground Lease is in full force and effect, and the
Ground Lease provides that no material amendment to such Ground
Lease is binding on a mortgagee unless the mortgagee has consented
thereto, and the Seller has received no notice that an event of
default has occurred thereunder, and, to the Seller's knowledge,
there exists no condition that, but for the passage of time or the
giving of notice, or both, would result in an event of default under
the terms of such Ground Lease;
v) Such Ground Lease or an estoppel letter or other agreement,
(A) requires the lessor under such Ground Lease to give notice of
any default by the lessee to the holder of the Mortgage; and (B)
provides that no notice of termination given under such Ground Lease
is effective against the holder of the Mortgage unless a copy of
such notice has been delivered to such holder and the lessor has
offered or is required to enter into a new lease with such holder on
terms that do not materially vary from the economic terms of the
Ground Lease.
vi) A mortgagee is permitted a reasonable opportunity
(including, where necessary, sufficient time to gain possession of
the interest of the lessee under such Ground Lease) to cure any
default under such Ground Lease, which is curable after the receipt
of notice of any such default, before the lessor thereunder may
terminate such Ground Lease;
vii) Such Ground Lease has an original term (including any
extension options set forth therein) which extends not less than
twenty years beyond the Stated Maturity Date of the related Mortgage
Loan;
viii) Under the terms of such Ground Lease and the related
Mortgage, taken together, any related insurance proceeds or
condemnation award awarded to the holder of the ground lease
interest will be applied either (A) to the repair or restoration of
all or part of the related Mortgaged Property, with the mortgagee or
a trustee appointed by the related Mortgage having the right to hold
and disburse such proceeds as the repair or restoration progresses
(except in such cases where a provision entitling a third party to
hold and disburse such proceeds would not be viewed as commercially
unreasonable by a prudent commercial mortgage lender), or (B) to the
payment of the outstanding principal balance of the Mortgage Loan
together with any accrued interest thereon;
ix) Such Ground Lease does not impose any restrictions on
subletting which would be viewed as commercially unreasonable by
prudent commercial mortgage lenders lending on a similar Mortgaged
Property in the lending area where the Mortgaged Property is
located; and such Ground Lease contains a covenant that the lessor
thereunder is not permitted, in the absence of an uncured default,
to disturb the possession, interest or quiet enjoyment of the lessee
thereunder for any reason, or in any manner, which would materially
adversely affect the security provided by the related Mortgage; and
x) Such Ground Lease requires the Lessor to enter into a new
lease upon termination of such Ground Lease or if such Ground Lease
is rejected in a bankruptcy proceeding.
18) Qualified Mortgage. Such Mortgage Loan is a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code and Treasury
regulation section 1.860G-2(a), and the related Mortgaged Property, if
acquired in connection with the default or imminent default of such
Mortgage Loan, would constitute "foreclosure property" within the meaning
of Section 860G(a)(8) (without regard to Section 856(e)(4) of the Code).
19) Escrow Deposits. All escrow deposits and payments relating to
each Mortgage Loan that are, as of the Closing Date, required to be
deposited or paid have been so deposited or paid.
20) Advancement of Funds by the Seller. No holder of a Mortgage Loan
has advanced funds or induced, solicited or knowingly received any advance
of funds from a party other than the owner of the related Mortgaged
Property, directly or indirectly, for the payment of any amount required
by such Mortgage Loan.
21) No Mechanics' Liens. Each Mortgaged Property is free and clear
of any and all mechanics' and materialmen's liens that are prior or equal
to the lien of the related Mortgage, and no rights are outstanding that
under law could give rise to any such lien that would be prior or equal to
the lien of the related Mortgage except, in each case, for liens insured
against by the Title Policy referred to herein.
22) Compliance with Usury Laws. Each Mortgage Loan complied with all
applicable usury laws in effect at its date of origination.
23) Cross-collateralization. Except as set forth on Schedule B-1 to
this Exhibit B, no Mortgage Loan is cross-collateralized or
cross-defaulted with any loan other than one or more other Mortgage Loans.
24) Releases of Mortgaged Property. 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. The terms of the
related Mortgage or related Mortgage Loan documents do not provide for
release of any material portion of the Mortgaged Property from the lien of
the Mortgage except (a) in consideration of payment therefor of not less
than 125% of the related allocated loan amount of such Mortgaged Property,
(b) upon payment in full of such Mortgage Loan, (c) upon defeasance
permitted under the terms of such Mortgage Loan 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", as defined in the Investment Company Act of 1940,
as amended, sufficient to pay the Mortgage Loan in accordance with its
terms, (d) upon substitution of a replacement property with respect to
such Mortgage Loan as set forth on Schedule B-1 hereto, (e) where release
is conditional upon the satisfaction of certain objective underwriting and
legal requirements, the satisfaction of which would be acceptable to a
reasonably prudent commercial mortgage lender and the payment of a release
price that represents at least 125% of the appraised value of such
Mortgaged Property or (f) releases of unimproved out-parcels or other
portions of the Mortgaged Property which will not have a material adverse
effect on the underwritten value of the security for the Mortgage Loan and
which were not afforded any value in the appraisal obtained at the
origination of the Mortgage Loan.
25) No Equity Participation or Contingent Interest. No Mortgage Loan
contains any equity participation by the mortgagee or provides for
negative amortization (except that the ARD Loan may provide for the
accrual of interest at an increased rate after the Anticipated Repayment
Date) or for any contingent or additional interest in the form of
participation in the cash flow of the related Mortgaged Property.
26) No Material Default. There exists no material Event of Default,
breach, violation or event of acceleration (and, to the Seller's actual
knowledge, no event which, with the passage of time or the giving of
notice, or both, would constitute any of the foregoing) under the
documents evidencing or securing the Mortgage Loan, in any such case to
the extent the same materially and adversely affects the value of the
Mortgage Loan and the related Mortgaged Property; provided, however, that
this representation and warranty does not address or otherwise cover any
default, breach, violation or event of acceleration that specifically
pertains to any matter otherwise covered by any other representation and
warranty made by the Seller in any of paragraphs 3, 7, 12, 14, 15, 16 and
17 of this Exhibit B.
27) Inspections. The Seller (or if the Seller is not the originator,
the originator of the Mortgage Loan) has inspected or caused to be
inspected each Mortgaged Property in connection with the origination of
the related Mortgage Loan.
28) Local Law Compliance. Based on due diligence considered
reasonable by prudent commercial mortgage lenders in the lending area
where the Mortgaged Property is located, the improvements located on or
forming part of each Mortgaged Property comply with applicable zoning laws
and ordinances, or constitute a legal non-conforming use or structure or,
if any such improvement does not so comply, such non-compliance does not
materially and adversely affect the value of the related Mortgaged
Property, such value as determined by the appraisal performed at
origination or in connection with the sale of the related Mortgage Loan by
the Seller hereunder.
29) Junior Liens. None of the Mortgage Loans permits the related
Mortgaged Property to be encumbered by any lien (other than a Permitted
Encumbrance) junior to or of equal priority with the lien of the related
Mortgage without the prior written consent of the holder thereof or the
satisfaction of debt service coverage or similar criteria specified
therein. The Seller has no knowledge that any of the Mortgaged Properties
is encumbered by any lien junior to the lien of the related Mortgage.
30) Actions Concerning Mortgage Loans. To the knowledge of the
Seller, there are no actions, suits, or proceedings before any court,
administrative agency or arbitrator concerning any Mortgage Loan,
Mortgagor or related Mortgaged Property that might adversely affect title
to the Mortgaged Property or the validity or enforceability of the related
Mortgage or that might materially and adversely affect the value of the
Mortgaged Property as security for the Mortgage Loan or the use for which
the premises were intended.
31) Servicing. The servicing and collection practices used by the
Seller or any prior holder or servicer of each Mortgage Loan have been in
all material respects legal, proper and prudent and have met customary
industry standards.
32) Licenses and Permits. To the Seller's knowledge, based on due
diligence that it customarily performs in the origination of comparable
mortgage loans, as of the date of origination of each Mortgage Loan or as
of the date of the sale of the related Mortgage Loan by the Seller
hereunder, the related Mortgagor was in possession of all material
licenses, permits and franchises required by applicable law for the
ownership and operation of the related Mortgaged Property as it was then
operated.
33) Assisted Living Facility Regulation. If the Mortgaged Property
is operated as an assisted living facility, to the Seller's knowledge (a)
the related Mortgagor is in compliance in all material respects with all
federal and state laws applicable to the use and operation of the related
Mortgaged Property, and (b) if the operator of the Mortgaged Property
participates in Medicare or Medicaid programs, the facility is in
compliance in all material respects with the requirements for
participation in such programs.
34) Collateral in Trust. The Mortgage Note for each Mortgage Loan is
not secured by a pledge of any collateral that has not been assigned to
the Purchaser.
35) Due on Sale. Each Mortgage Loan contains a "due on sale" clause,
which provides for the acceleration of the payment of the unpaid principal
balance of the Mortgage Loan if, without prior written consent of the
holder of the Mortgage, the property subject to the Mortgage or any
material portion thereof, or a controlling interest in the related
Mortgagor, is transferred, sold, or encumbered; provided, however, that
certain Mortgage Loans provide a mechanism for the assumption of the loan
by a third party upon the Mortgagor's satisfaction of certain conditions
precedent, and upon payment of a transfer fee, if any, or transfer of
interests in the Mortgagor or constituent entities of the Mortgagor to a
third party or parties related to the Mortgagor upon the Mortgagor's
satisfaction of certain conditions precedent.
36) Single Purpose Entity. Each Mortgage Loan with a Cut-off Date
Principal Balance in excess of $5 million requires the Mortgagor to be for
at least as long as the Mortgage Loan is outstanding and, to the Seller's
knowledge, each such Mortgagor is, a Single Purpose Entity, the
organizational documents of the Mortgagor with respect to each Mortgage
Loan with a Cut-off Date Principal Balance in excess of $15 million
provide that the Mortgagor is a Single Purpose Entity and each Mortgage
Loan with a Cut-off Date Principal Balance of $20 million or more has a
counsel's opinion regarding non-consolidation of the Mortgagor in any
insolvency proceeding involving any other party. For this purpose, a
"Single Purpose Entity" shall mean an entity, other than an individual,
whose organizational documents (or if the Mortgage Loan has a Cut-off Date
Principal Balance equal to $15 million or less, its organizational
documents or Mortgage Loan documents) provide substantially to the effect
that it was formed or organized solely for the purpose of owning and
operating one or more of the Mortgaged Properties securing the Mortgage
Loans and prohibit it from engaging in any business unrelated to such
Mortgaged Property or Properties, and whose organizational documents
further provide, or which entity represented in the related Mortgage Loan
documents, substantially to the effect that it does not have any assets
other than those related to its interest in and operation of such
Mortgaged Property or Properties, or any indebtedness other than as
permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and
apart from any other person (other than a Mortgagor for a Mortgage Loan
that is cross-collateralized and cross-defaulted with the related Mortgage
Loan), and that it holds itself out as a legal entity, separate and apart
from any other person.
37) Non-Recourse Exceptions. The Mortgage Loan documents for each
Mortgage Loan provide that such Mortgage Loan constitutes either (a) the
recourse obligations of at least one natural person or (b) the
non-recourse obligations of the related Mortgagor, provided that at least
one natural person (and the Mortgagor if the Mortgagor is not a natural
person) is liable to the holder of the Mortgage Loan for damages arising
in the case of fraud or willful misrepresentation by the Mortgagor,
misappropriation of rents, insurance proceeds, or condemnation awards and
breaches of the environmental covenants in the Mortgage Loan documents.
38) Defeasance and Assumption Costs. The related Mortgage Loan
Documents provide that the related borrower is responsible for the payment
of all reasonable costs and expenses of the mortgagee incurred in
connection with the defeasance of such Mortgage Loan and the release of
the related Mortgaged Property, and the borrower is required to pay all
reasonable costs and expenses of the mortgagee associated with the
approval of an assumption of such Mortgage Loan.
39) Defeasance. No Mortgage Loan provides that it can be defeased
until the date that is more than two years after the Closing Date or
provides that it can be defeased with any property other than government
securities (as defined in Section 2(a)(16) of the Investment Company Act
of 1940, as amended) or any direct non-callable security issued or
guaranteed as to principal or interest by the United States.
40) Prepayment Premiums. As of the applicable date of origination of
each such Mortgage Loan, any prepayment premiums and yield maintenance
charges payable under the terms of the Mortgage Loans, in respect of
voluntary prepayments, constituted customary prepayment premiums and yield
maintenance charges for commercial mortgage loans.
41) Utilities. Each Mortgaged Property is served by public
utilities, water and sewer (or septic facilities) and otherwise
appropriate for the use in which the Mortgaged Property is currently being
utilized.
42) Single Asset REMIC. With respect to each of the single asset
REMICs, there has been no amendment, waiver, impairment, alteration, or
modification to any provision of the related REMIC declaration or to any
provisions of the related Mortgage Loan documents since the startup day of
the single asset REMIC. With respect to each of the single asset REMICs,
the single asset REMIC has been administered, the related Mortgage Loan
has been serviced, and each provision of the related REMIC declaration has
been complied with in a manner such that the single asset REMIC has not
failed to qualify as a REMIC for federal income tax purposes at any time
since the Startup Day.
43) Separate Tax Lots. Each related Mortgaged Property constitutes
one or more complete separate tax lots (or the related Mortgagor has
covenanted to obtain separate tax lots and a Person has indemnified the
mortgagee for any loss suffered in connection therewith or an escrow of
funds in an amount sufficient to pay taxes resulting from a breach thereof
has been established) or is subject to an endorsement under the related
title insurance policy.
44) No Fraud. In the origination and servicing of the Mortgage Loan,
neither the Seller nor any prior holder of the Mortgage Loan participated
in any fraud or intentional material misrepresentation with respect to the
Mortgage Loan. To Seller's knowledge, no Mortgagor or guarantor originated
a Mortgage Loan.
For purposes of these representations and warranties, the phrases "to the
knowledge of the Seller" or "to the Seller's knowledge" shall mean (except where
otherwise expressly set forth below) the actual state of knowledge of the Seller
(i) after the Seller's having conducted such inquiry and due diligence into such
matters as would be customarily performed by prudent institutional commercial or
multifamily, as applicable, mortgage lenders, and in all events as required by
the Seller's underwriting standards, at the time of the Seller's origination or
acquisition of the particular Mortgage Loan; and (ii) subsequent to such
origination, utilizing the monitoring practices customarily utilized by prudent
commercial or multifamily, as applicable, mortgage lenders with respect to
securitizable commercial or multifamily, as applicable, mortgage loans,
including knowledge of a representative of the loan servicer designated as the
party responsible for the knowledge of the servicer pertaining to the Mortgage
Loans. Also for purposes of these representations and warranties, the phrases
"to the actual knowledge of the Seller" or "to the Seller's actual knowledge"
shall mean (except where otherwise expressly set forth below) the actual state
of knowledge of the Seller without any express or implied obligation to make
inquiry. All information contained in the documents included in the definition
of Mortgage File in the Pooling and Servicing Agreement shall be deemed to be
within the knowledge and the actual knowledge of the Seller, to the extent that
the Seller or its closing counsel or custodian, if any, has reviewed or had
possession of such document at any time. For purposes of these representations
and warranties, to the extent that any representation or warranty is qualified
by the Seller's knowledge with respect to the contents of the Mortgage Note,
Mortgage, mortgagee's title policy and any letters of credit or Ground Leases,
if such document is not included in the Mortgage File, the Seller shall make
such representation or warranty without any such qualification. Wherever there
is a reference in a representation or warranty to receipt by, or possession of,
the Seller of any information or documents, or to any action taken by the Seller
or to any action which has not been taken by the Seller or its agents or
employees, such reference shall include the receipt or possession of such
information or documents by, or the taking of such action or the not taking such
action by, the Seller. For purposes of these representations and warranties,
when referring to the conduct of "reasonable prudent institutional commercial or
multifamily, as applicable mortgage lenders" (or similar such phrases and
terms), such conduct shall be measured by reference to the industry standards
generally in effect as of the date the related representation or warranty
relates to or is made.
It is understood and agreed that the representations and warranties set forth in
this Exhibit B shall survive delivery of the respective Mortgage Files to the
Purchaser and/or the Trustee and shall inure to the benefit of the Purchaser and
its successors and assigns (including without limitation the Trustee and the
holders of the Certificates), notwithstanding any restrictive or qualified
endorsement or assignment.
Schedule B-1
Mortgage Loans Permitting Property Substitutions
COBALT CMBS COMMERCIAL MORTGAGE TRUST 2006-C1
Schedule B - 1
CITIGROUP
Mortgage Loan Number Property Name
-------------------- ------------------------------------------
1 Ala Moana Portfolio
1.001 Ala Moana Center
1.002 Ala Moana Building
1.003 Ala Moana Pacific Center
1.004 Ala Moana Plaza
3 Prime Retail Outlets Portfolio
3.001 Queenstown Outlet
3.002 Pismo Beach Outlet
4 ShopKo Portfolio
4.001 00000 Xxxxx 000xx Xxxxxx
4.002 000 Xxxxxxx Xxx
4.003 0000 Xxxxxxxx Xxxxx
4.004 000 Xxx Xxxx Xxxxxx
0.000 00 Xxxx Xxxxxxxxx
4.006 000 Xxxx Xxxxxxxx Xxxxx
4.007 0000 Xxxx Xxxxx Xxxx
4.008 000 Xxxx Xxxxxxx Xxxxxxxx (Xxxxxxx 53)
4.009 0000 Xxxxxx Xxxxxx Xxxxx (Xxxxxxx 23)
4.01 0000 Xxxxxxx Xxxxx Xxxx
4.011 0000 Xxxx Xxxxxxxxx Xxxxxx
4.012 0000 Xxxxx Xxxx
4.013 0000 Xxxxxxx Xxxxxx
4.014 0000 Xxxxxxx 00 Xxxxx
4.015 0000 Xxxxxxx 00 Xxxxx
4.016 0000 Xxxxxxxx Xxxxxx
4.017 0000 Xxxx Xxxxx Xxxxxx
4.018 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxx
4.019 00000 Xxxx Xxxxxx Xxxx
4.02 0000 Xxxxx 00xx Xxxxxx
4.021 000 Xxxx Xxxxxxx Xxxxxx
4.022 0000 Xxxx Xxxxxxxxxx Xxxxxx
4.023 0000 Xxxx 00xx Xxxxxx
4.024 0000 Xxxxxx Xxxxxx
4.025 000 Xxxxx Xxx Xxxx
4.026 000 Xxxx Xxxxxxxxxx Xxxxxx
4.027 0000 Xxxx Xxxxxxxxx Xxxxxxxxxx
4.028 0000 Xxxxx Xxxxxxx Xxxxxx
4.029 0000 Xxxxxxx Xxxxxx
4.03 000 Xxxx Xxxx Xxxxxx
4.031 North 0000 Xxxxxxx Xxxxxxx
4.032 0000 Xxxxxxxxxx Xxxxxx
4.033 0000 Xxxxx Xxxxx Xxxxxx
4.034 0000 Xxxxx Xxxxxxx Xxxxxx
4.035 0000 XX Xxxxxxx 00
4.036 0000 00xx Xxxxxx Xxxxxxxxx
4.037 000 Xxxxxxx 00 Xxxxxxxxx
4.038 0000 Xxx Xxxxxxx Xxxxxxxxx
4.039 0000 Xxxx Xxxxxxxx
4.04 0000 Xxxxx Xxxx Xxxx
4.041 0000 00xx Xxxxxx
4.042 000 Xxxxx 00xx Xxxxxx Xxxx
4.043 000 Xxxxx Xxxxxx Xxxxxx
4.044 0000 Xxxx Xxxxxx Xxxxxx
4.045 0000 Xxxxx 00xx Xxxxxx
4.046 0000 Xxxxx Xxxx Xxxxxx
4.047 0000 Xxxxxxxx Xxxx
4.048 0000 Xxxxxxx Xxxxxx
4.049 0000 Xxxxx Xxxxxxx 00
4.05 2602 Shopko Drive
4.051 000 Xxxxx Xxxxxx Xxxxx
4.052 1553 West 0000 Xxxxx
0.000 0000 Xxxxx 0000 Xxxx
4.054 000 Xxxxxxxxxx Xxxxx
4.055 0000 Xxxxxx Xxxx Xxxxxx
4.056 0000 Xxxxx Xxxx Xxxxxx
4.057 0000 Xxxxxxxxx Xxxxxx
4.058 0000 Xxxxxx Xxxxxx Xxxx (Xxxxx Xxxxxxx 00)
4.059 0000 Xxxxx Xxxxx
4.06 0000 Xxxxx Xxxxxxx Xxxx Xxxx
4.061 000 Xxxxx Xxxxxxxxx Xxxxxx
4.062 0000 Xxxxxxx Xxxxxx
4.063 000 0xx Xxxxxx Xxxxxxxxx
4.064 0000 Xxxx Xxxxx Xxxxxx
4.065 0000 Xxxx Xxxxxx (Xxxxx Xxxxxxx 00)
4.066 000 Xxxx Xxxxxx
4.067 000 Xxxxx 000 Xxxx
4.068 000 Xxxxx Xxxxxxx 281
4.069 000 Xxxxxxxxx Xxxxxx
4.07 0000 Xxxxx Xxxxxxx Xxxxxx
4.071 South 0000 Xxxxx Xxxxxx
4.072 000 Xxxxx Xxxxxxxxx Xxxxxx
4.073 0000 Xxxxxxxxx Xxxx
0.000 000 Xxxxx Xxxxxx
4.075 0000 Xxxxx Xxxx Xxxxxx
4.076 0000 Xxxxxxxx Xxxxxx
4.077 4850 West 3500 South
4.078 0000 Xxxxx Xxxxxxx 00 (Xxxxx Xxxxxx)
4.079 0000 Xxxx Xxxxxx Xxxxxx
4.08 000 Xxxxxx Xxxx Xxxxx
4.081 0000 Xxxxxxxxxx Xxxxxxxxx
4.082 0000 Xxxxxxx Xxxx
4.083 000 Xxxx 0xx Xxxxxx
4.084 0000 Xxxxx Xxxxxx Xxxxxx
4.085 0000 Xxxxxxxx Xxxxx
4.086 000 Xxxx Xxxxxx Xxxxxx
4.087 0000 Xxxxx Xxxxxx Xxxxx
4.088 0000 Xxxxx Xxxxxxxx Xxxxxx
4.089 0000 Xxxxxxxx Xxxxxxxxx
4.09 000 Xxxx Xxxxxxxx Xxxxx
4.091 0000 Xxxxxxxxx Xxxxxx
4.092 0000 Xxxxx Xxxxxxxxxx Xxxxxxx
4.093 0000 Xxxx Xxxx Xxxx Xxxx
4.094 000 Xxxxxx Xxxx O
4.095 0000 Xxxxxxxxxxx Xxxxxxx
4.096 000 Xxxx 00xx Xxxxxx
4.097 0000 Xxxxx Xxxxxx Xxxxxx
4.098 0000 Xxxx Xxxxxx
4.099 0000 Xxxxxx Xxxx
4.1 000 Xxxx Xxxxx Xxxxxx
4.101 000 Xxxxx Xxxx Xxxxxx
4.102 0000 Xxxxx Xxxx Xxxxxx
4.103 000 Xxxxx Xxxx Xxxxxx
4.104 0000 Xxxxxxxxxx Xxxxxx
4.105 2120 Thain Grade
4.106 0000 Xxxxxx Xxxx
4.107 0000 Xxxxxxxxx Xxxx
4.108 0000 Xxxxx 0xx Xxxxxx
4.109 0000 Xxxx Xxxx Xxxxxx
4.11 East 00000 Xxxxxxx Xxxxxx
4.111 000 Xxxxx Xxxxxxxxx Xxxxxx
4.112 0000 Xxxxx Xxxxxxxxx Xxxxxx
Exhibit C
Exceptions to Representations for Citigroup Loans
Schedule III
Representation #2
---------------------------------------------------------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
---------------------------------------------------------------------------------------------------------------------
Ala Moana With respect to the loan listed to the left, the loan is
evidenced by multiple pari passu notes and multiple
subordinate companion notes, which notes are all secured
by the same mortgage instrument encumbering the Ala
Moana Loan. Only one of the pari passu notes is included
in the 2006 COBALT - C1 securitization transaction. The
pari passu notes are pro rata and are senior to the
multiple subordinate companion notes which subordinated
companion notes are pari passu and pro rata with each
other.
---------------------------------------------------------------------------------------------------------------------
ShopKo Portfolio With respect to the loan listed to the left, such loan
is part of a loan combination that includes multiple
additional mortgage loans (not included in the 2006
COBALT-C1 securitization transaction) that are: (a) pari
passu and pro rata in right of payment with, and
cross-defaulted with, the subject underlying mortgage
loan; and (b) secured by the same mortgage instrument(s)
encumbering the same portfolio of mortgaged real
properties as is the subject underlying mortgage loan.
---------------------------------------------------------------------------------------------------------------------
Representation #4
---------------------------------------------------------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
---------------------------------------------------------------------------------------------------------------------
ShopKo Portfolio (Madison, WI) With respect to the loan listed to the left, there is an
outstanding third party purchase option which has not
been subordinated to the lien of the related mortgage.
The borrower is permitted to release the affected
property in connection with such purchase option,
subject to certain conditions, including, among other
things, by payment of a release price specified in the
loan documents. In the event such option is exercised
prior to the permitted defeasance date, the ShopKo
Portfolio Loan will be subject to prepayment (together
with a yield maintenance payment) in an amount equal to
the greater of (i) 100% of the allocated loan amount and
(ii) the price received by the related borrower in
connection with the exercise of such purchase option.
---------------------------------------------------------------------------------------------------------------------
ShopKo Portfolio With respect to the loan listed to the left, such loan
is part of a loan combination that includes multiple
additional mortgage loans (not included in the series
2006-CD3 securitization transaction) that are: (a) pari
passu and pro rata in right of payment with, and
cross-defaulted with, the subject underlying mortgage
loan; and (b) secured by the same mortgage instrument(s)
encumbering the same portfolio of mortgaged real
properties as is the subject underlying mortgage loan.
---------------------------------------------------------------------------------------------------------------------
Ala Moana With respect to the loan listed to the left, the loan is
evidenced by multiple pari passu notes and multiple
subordinate companion notes, which notes are all secured
by the same mortgage instrument encumbering the Ala
Moana Loan. Only one of the pari passu notes is included
in the 2006 COBALT-C1 securitization transaction. The
pari passu notes are pro rata and are senior to the
multiple subordinate companion notes which subordinated
companion notes are pari passu and pro rata with each
other.
---------------------------------------------------------------------------------------------------------------------
Representation #7
---------------------------------------------------------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
---------------------------------------------------------------------------------------------------------------------
ShopKo Portfolio (De Pere, WI) The borrower (with the consent of lender) recently
agreed to convey a non-material portion of the mortgaged
property to assist in a road project being undertaken to
construct a new bridge. The amount of land conveyed was
31 square feet, for which the borrower received $372.00.
---------------------------------------------------------------------------------------------------------------------
ShopKo Portfolio (Walla Walla, WA) The city of Walla Walla is studying a road realignment
project that may affect the parking lot and access to
the mortgaged property. The borrower is working with a
developer and potential purchaser of the adjoining mall
to submit alternative site plan designs to ensure
desirable access to the mortgaged property and no
negative impact with respect to parking.
---------------------------------------------------------------------------------------------------------------------
ShopKo Portfolio (Ashwaubenon, WI) In conjunction with the Wisconsin Department of
Transportation, the village of Ashwaubenon is studying
an extension of an off-ramp from a nearby state highway
that would extend through a portion of excess land near
the general office building at the related mortgaged
property. The borrower is cooperating with the Village
and this project has not been finalized and is still
confidential.
---------------------------------------------------------------------------------------------------------------------
ShopKo Portfolio (Stevens Point, WI) The City of Xxxxxxx Point and the owner of the adjacent
mall desire to realign roads and redevelop certain
surrounding properties. The ShopKo store is key to the
current development but the building location is not
conducive to the developer's optimal design and
redevelopment plan. The plans are preliminary and the
City has yet to approve any such plans.
---------------------------------------------------------------------------------------------------------------------
ShopKo Portfolio No surveys were received in connection with the ShopKo
Portfolio Loan. However, title insurance with no survey
exception and express map endorsements were issued with
respect to the related mortgaged properties.
---------------------------------------------------------------------------------------------------------------------
Representation #14
---------------------------------------------------------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
---------------------------------------------------------------------------------------------------------------------
HCA - SunTrust With respect to the loan listed to the left, the
borrower was not required to obtain terrorism insurance
unless required pursuant to a securitization.
---------------------------------------------------------------------------------------------------------------------
Representation #16
---------------------------------------------------------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
---------------------------------------------------------------------------------------------------------------------
All Loans With respect to all the loans in the 2006 CD3
securitization, Seller makes no representation regarding
the bankruptcy or insolvency of any tenant at the
Mortgaged Property.
---------------------------------------------------------------------------------------------------------------------
Representation #17(iii)
---------------------------------------------------------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
---------------------------------------------------------------------------------------------------------------------
ShopKo Portfolio (Logan, UT) The ground lease provided that only rental payments due
under any lease of improvements are assignable without
ground lessor's consent.
---------------------------------------------------------------------------------------------------------------------
Representation #17(iv)
---------------------------------------------------------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
---------------------------------------------------------------------------------------------------------------------
ShopKo Portfolio (Union Gap, WA) Certain material lender protection covenants were
incorporated into the related ground lease pursuant to
that certain Ground Lessor Estoppel and Agreement
executed in connection with the prior financing by
Wachovia Bank, N.A. According to the Escrow Agreement
between borrower and ground lessor, borrower is obligated
to perform certain work related to the parking lot and
was required to deposit $23,000 into escrow to pay for
such work. If borrower fails to perform its obligations
under the Escrow Agreement after 15 days notice from
ground lessor, the Ground Lessor Estoppel and Agreement
will immediately and automatically be withdrawn and be of
no further force and effect. Borrower's counsel has
indicated and the Ground Lessor Estoppel confirms that
the funds to perform such parking lot work have been
deposited into escrow and the required work is contracted
for and is scheduled to be completed by July 1, 2006. The
failure to perform such work is an event of default under
the related loan documents. Seller has been advised that
Borrower has been sent a notice of material default from
ground lessor, because the work was not completed by July
1, 2006. Subsequently, borrower's counsel has advised
that 3 out of the 4 repairs have now been completed and
evidence thereof has been submitted to the ground lessor.
Borrower's counsel has advised that the remaining repair,
the replacement of 2 light posts, was delayed due to
manufacturing delay in getting the materials required.
Borrower's counsel has further advised that such final
repair is close to completion and is expected to
completed on or around the week of September 20, 2006
once the proper material arrive. Ground lessor has been
advised of the same.
---------------------------------------------------------------------------------------------------------------------
Representation #17(vii)
---------------------------------------------------------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
---------------------------------------------------------------------------------------------------------------------
ShopKo Portfolio (Burlington, IA) With respect to the loan listed to the left, the ground
lease term does not extend beyond 20 years following the
stated maturity date of the related mortgage loan. The
ground lease provides for an option to purchase the fee
interest by borrower or an affiliate of borrower prior to
the maturity date of the loan. The related loan documents
require the purchase option to be exercised prior to the
expiration of the ground lease, whereby the related
mortgage will automatically spread to cover the fee
interest. In addition, in the event the option to
purchase is exercised by an affiliate of borrower, the
ground lease is required under the loan documents to be
extended for at least 20 years beyond the maturity date
of the loan.
---------------------------------------------------------------------------------------------------------------------
ShopKo Portfolio (Lewiston, ID) In the event the ground lease is assigned or sublet to an
unrelated third party without the consent of ground
lessor, the ground lease shall terminate at the end of
the then current term (presently, January 31, 2012) and
any options to extend contained therein will be void. The
borrower is prohibited under the loan documents to assign
or sublet any portion of any individual mortgaged
property without the consent of lender; provided,
however, the operating tenant may freely sublet without
lender consent, provided that the operating tenant shall
not be released of its obligations under the operating
lease.
---------------------------------------------------------------------------------------------------------------------
Representation #17(viii)
---------------------------------------------------------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
---------------------------------------------------------------------------------------------------------------------
ShopKo Portfolio (Spokane Valley, WA) Condemnation awards are not required to be used for the
restoration of the related mortgaged property and all
condemnation awards shall be the property of ground
lessor, except for awards made to tenant for loss of
business or depreciation of and cost of removal of stock
and fixtures, or other leasehold improvement.
---------------------------------------------------------------------------------------------------------------------
ShopKo Portfolio (Lewiston, ID and Union The respective ground leases are silent as to the use of
Gap, WA) condemnation awards in connection with a partial taking,
although the related mortgaged property must be restored
in accordance with the terms of the respective lease.
---------------------------------------------------------------------------------------------------------------------
ShopKo Portfolio (Logan, UT and The respective ground leases are silent as the use and
Burlington, IA) ownership of condemnation awards.
---------------------------------------------------------------------------------------------------------------------
Representation #17(ix)
---------------------------------------------------------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
---------------------------------------------------------------------------------------------------------------------
ShopKo Portfolio (Lewiston, ID) In the event that the ground lease is assigned or sublet
to an unrelated third party without the consent of ground
lessor, the ground lease shall terminate at the end of
the then current term (presently, January 31, 2012) and
any options to extend contained therein will be void. The
borrower is prohibited under the loan documents to assign
or sublet any portion of any individual mortgaged
property without the consent of lender; provided,
however, the operating tenant may freely sublet without
lender consent, provided that the operating tenant shall
not be released of its obligations under the operating
lease.
---------------------------------------------------------------------------------------------------------------------
Representation #17(x)
---------------------------------------------------------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
---------------------------------------------------------------------------------------------------------------------
ShopKo Portfolio (Logan, UT and The ground lessor is not required to enter into a new
Burlington, IA) lease upon termination of the related ground lease for
any reason, including the rejection of the ground lease
in bankruptcy.
---------------------------------------------------------------------------------------------------------------------
ShopKo Portfolio (Union Gap, WA) The ground lessor is obligated to enter into a new lease
with lender only upon the rejection of the ground lease
in bankruptcy.
---------------------------------------------------------------------------------------------------------------------
Representation #24
---------------------------------------------------------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
---------------------------------------------------------------------------------------------------------------------
ShopKo Portfolio (Madison, WI) With respect to the loan listed to the left, there is an
outstanding third party purchase option which has not
been subordinated to the lien of the related mortgage.
The borrower is permitted to release the affected
property in connection with such purchase option,
subject to certain conditions, including, among other
things, by payment of a release price specified in the
loan documents. In the event such option is exercised
prior to the permitted defeasance date, the ShopKo
Portfolio Loan will be subject to prepayment (together
with a yield maintenance payment) in an amount equal to
the greater of (i) 100% of the allocated loan amount and
(ii) the price received by the related borrower in
connection with the exercise of such purchase option.
---------------------------------------------------------------------------------------------------------------------
Prime Outlets Portfolio - Queenstown With respect to the loan listed to the left, a right of
property first refusal was granted with respect to a small
unimproved parcel of the Mortgaged Property and can only
be exercised if the property is sold and such unimproved
parcel is not used for a waste water disposal system. In
addition, there is a non-recourse carve-out covering
this right of first refusal.
---------------------------------------------------------------------------------------------------------------------
Village Medical Park With respect to the loan listed to the left, the tenant
has right to purchase building (and only that building)
that the tenant occupies at fair market value. Any such
purchase cannot occur during the loan term. The tenant
has agreed in its lease that the lease is subordinate to
the mortgage.
---------------------------------------------------------------------------------------------------------------------
HCA - SunTrust With respect to the loan listed to the left, a tenant
has been granted a right of first refusal. The tenant,
however, has agreed pursuant to a subordination and
non-disturbance agreement that its purchase option is
subordinated to the fee mortgage
---------------------------------------------------------------------------------------------------------------------
Ala Moana With respect to the loan listed to the left, the related
loan documents provide for the release of any one or
more properties upon a sale of such property to a bona
fide third party purchaser, subject to the satisfaction
of certain conditions, including among others, that (i)
no event of default has occurred and is continuing, (ii)
Borrower delivers to Lender evidence which would be
satisfactory to a prudent lender acting reasonably that
(A) the parcel to be released (the "Release Parcel") has
been legally subdivided from the remainder of the
property; (B) after giving effect to such release, each
of the Release Parcel and the balance of the property
conforms to and is in compliance in all material
respects with applicable legal requirements and
constitutes a separate tax lot and (C) the Release
Parcel is not necessary for the property to comply with
any zoning, building, land use or parking or other legal
requirements applicable to the property or for the then
current use of the property; (iii) in the event that the
release would reasonably be expected to materially
adversely affect Lender's rights under the title
insurance policy as to any portion of the property other
than as to the Release Parcel, Borrower shall deliver to
Lender an endorsement to the title insurance policy
insuring the Mortgage (A) extending the effective date
of the policy to the effective date of the release; (B)
confirming no change in the priority of the Mortgage on
the balance of the property (exclusive of the Release
Parcel) or in the amount of the insurance or the
coverage of the property (exclusive of the Release
Parcel) under the policy; and (C) insuring the rights
and benefits under any new or amended reciprocal
easement agreement; (iv) prior to the date of the
release, Borrower delivers to Lender approvals to the
release executed by any entities other than Lender
holding Liens encumbering the property or holding any
other interest in the property that would be affected by
the release, if required; (v) Borrower has complied with
any requirements applicable to the release in the
leases, reciprocal easement agreements, operating
agreements, parking agreements or other similar
agreements affecting the property and the release does
not violate any of the provisions of such documents in
any respect that would result in a termination (or give
any other party thereto the right to terminate),
extinguishment or other loss of material rights of
Borrower or in a material increase in Borrower's
obligations under such documents and, to the extent
necessary to comply with such documents, the transferee
of the Release Parcel has assumed Borrower's
obligations, if any, relating to the Release Parcel
under such documents; (vi) Borrower delivers to Lender
any other information, approvals and documents which
would be required by a prudent lender acting reasonably
relating to the release; (viii) ingress to and egress
from all portions of the property remaining after the
release shall be satisfactory to the Lender; (ix) the
Release Parcel shall be vacant, non-income producing and
unimproved; and (x) in the event of a securitization,
the Rating Agencies shall have confirmed that the
release will not result in a downgrade, withdrawal or
qualification of the then current rating assigned to any
class of Securities by the Rating Agencies and Borrower
shall deliver an opinion of counsel opining on matters
related to REMIC issues.
---------------------------------------------------------------------------------------------------------------------
ShopKo Portfolio (Madison, WI) With respect to the loan listed to the left, there is an
outstanding third party purchase option which has not
been subordinated to the lien of the related mortgage.
The borrower is permitted to release the affected
property in connection with such purchase option,
subject to certain conditions, including, among other
things, by payment of a release price specified in the
loan documents. In the event such option is exercised
prior to the permitted defeasance date, the ShopKo
Portfolio Loan will be subject to prepayment (together
with a yield maintenance payment) in an amount equal to
the greater of (i) 100% of the allocated loan amount and
(ii) the price received by the related borrower in
connection with the exercise of such purchase option.
---------------------------------------------------------------------------------------------------------------------
ShopKo Portfolio With respect to loan listed to the left, the borrower
may obtain a release of any of the related mortgaged
real properties by substituting another retail property
of like kind and quality, subject to satisfaction of the
following conditions, among others: (a) the aggregate
combined amount (by square foot) of rentable space
(expressed as a percentage of the total rentable space)
that can be substituted may not exceed 20% in any one
calendar year and 30% over the term of the related
operating leases at the ShopKo Portfolio mortgaged real
properties; (b) based on a current appraisal of the
replaced property and the substitute property, the
appraised value of the substitute property must be equal
to or greater than the appraised value of the replaced
property as of origination and immediately prior to the
date of proposed substitution; (c) based on a
certificate of the related borrower, together with other
evidence that would be satisfactory to a prudent
institutional mortgage loan lender, after the
substitution of a substitute property and the release of
the replaced property, the debt service coverage ratio
for the 12 full calendar months immediately preceding
the date of the substitution with respect to all
properties remaining subject to the lien of the related
mortgage instrument after the substitution will be equal
to or greater than the (i) debt service coverage ratio
for the 12 full calendar months immediately preceding
the origination date and (ii) debt service coverage
ratio for the 12 full calendar months immediately
preceding the substitution (including the replaced
property and excluding the substitute property);
(d) after individual properties with an aggregate square
footage of at least ten percent (10%) of the original
square footage demised under the related operating
leases have been released, if the ShopKo Portfolio
Mortgage Loan is part of a securitization, the lender
shall have received confirmation in writing from the
rating agencies to the effect that such release and
substitution will not result in a withdrawal,
qualification or downgrade of the respective ratings in
effect immediately prior to such release and
substitution for the securities issued in connection
with the securitization that are then outstanding;
(e) the lender has received evidence that the
store-level profitability as set forth in the P&L report
of the substitute property is equal to or greater than
the store-level profitability of the replaced property
as set forth in the P&L report for the immediately
preceding 12-month period; and (f) no event of default
shall have occurred and be continuing and borrower shall
be in compliance in all material respects with all terms
and conditions set forth in the loan documents.
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Ala Moana With respect to the loan listed to the left, the
borrower may obtain a release of the lien from one or
more portions of Mortgaged Property by substituting
another property of like use, value and condition in the
same shopping mall as the potion of the property to be
released, subject to satisfaction of the following
conditions, among others: (i) no Event of Default shall
exist at the time; (ii) the parcel to be released shall
be vacant, non-income producing and unimproved; (iii)
the borrower shall acquire fee simple title to the
property to be substituted; (iv) the borrower shall
provided Lender with certain loan documents,
environmental reports, property condition reports and
physical condition reports as set forth in the loan
documents; (v) the borrower shall provide an endorsement
to the existing title policy insuring the lien over the
substituted property; and (vi) the released parcel and
the substituted parcel shall be separate tax lots.
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Prime Retail Outlets Portfolio (Queenstown With respect to the loan listed to the left, the
Property) borrower may obtain a release of the lien from one
portion of Mortgaged Property specifically described in
the Mortgage Loan documents by substituting another
property specifically described in the Mortgage Loan
documents, subject to satisfaction of the following
conditions, among others: (i) no Event of Default shall
exist at the time; (ii) the borrower shall provided
Lender with certain loan documents, environmental
reports, property condition reports and physical
condition reports as set forth in the loan documents;
(iii) the borrower shall provide an endorsement to the
existing title policy insuring the lien over the
substituted property; (iv) the released parcel and the
substituted parcel shall be separate tax lots; and (v)
the borrower shall provide, at the request of the
lender, evidence that the loan-to-value ratio
immediately following the substitution is the same as
the loan-to-value immediately prior to the substitution.
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Prime Retail Outlets Portfolio With respect to the loan listed to the left, the
borrowers may obtain the release of a portion of the
Mortgaged Property provided certain conditions are met,
including, among others, a partial defeasance of the
loan equal to the greater of (i) 125% of the outstanding
loan amount and (ii) the amount necessary to allow the
borrowers to comply with (A) a debt service coverage
ratio equal to the greater of (1) 1.14 to 1.0 and (2)
the debt service coverage ratio immediately prior to
such release and (B) a loan to value percentage of 80%.
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ShopKo Portfolio With respect to the loan listed to the left, the
borrowers may obtain the release of an individual
property provided certain conditions are met, including,
among others, a partial defeasance of the loan equal to
120% of the allocated loan amount with respect to the
property to be released.
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Representation #25
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Loan
Number Loan Name Description of Exception
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ShopKo Portfolio With respect to the loan listed to the left, sponsors of
Ala Moana the borrower are permitted to pledge indirect interests
in the borrower in connection with a line of credit or
similar corporate facility secured by all, or
substantially all, of such sponsor's assets.
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Representation #30
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Loan
Number Loan Name Description of Exception
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ShopKo Portfolio Federated Bond Fund, a Portfolio of Federated Investment
Series Funds, Inc. et al v. ShopKo Stores, Inc., Sun
Capital, Partners Group IV, Inc., Sun Capital Partners
IV, LP, SKO Group Holdings Corp., and SKO Acquisition
Group. This matter involves a tender by an affiliate
("Affiliate") of ShopKo Stores Operating Co., LLC (an
operating tenant of the mortgaged properties which no
longer has any relation to the borrower) to purchase its
9.25% Senior Notes due March 15, 2023, Plaintiffs allege
(1) the Affiliate violated Section 14(e) of the
Securities Exchange Act of 1934 and that any consent
solicitations received after July 14, 2005 are invalid,
(2) that the Affiliate and the other defendants violated
15 U.S.C.A. Section 78n(e) by manipulating proposed
merger transactions, first with an affiliate of Xxxxxxx
Xxxx Xxxxxxx & Xxxxxxxx, Inc. and then with an affiliate
of Sun Capital Partners, (3) that the Affiliate
committed fraud and coercion in the inducement, and (4)
that the Affiliate fraudulently misrepresented the
proposed merger transactions. The Affiliate intends to
vigorously defend this action. The Affiliate and the
other defendants have filed a motion to dismiss the
action in lieu of an Answer, an oral argument and the
motion was heard on May 12, 2006.
Xxxx Xxxxxxx, Individually and on behalf of others
similarly situated v. ShopKo Stores, d/b/a ShopKo Stores
and Pamida Stores Purported class action filed by a
former general merchandise manager in Boise, Idaho,
seeking (1) unpaid wages and overtime pursuant to FLSA,
(2) declaration that the Affiliate's practices violate
the FLSA, and (3) injunction prohibiting the Affiliate
from continuing to misclassify persons in assistant
manager positions as exempt from the wage and overtime
requirements of the FLSA, and from destroying, altering
or discarding evidence and records. The Affiliate has
filed a summary judgment motion that is pending before
the Court. The Affiliate intends to vigorously defend
this action.
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Representation #37
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Loan
Number Loan Name Description of Exception
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All Loans Mortgage loans in many or all cases provide for recourse
liability to the borrower and/or other guarantors or
indemnitors other than the borrower for matters and/or
under circumstances which are in addition to those
items specified in representation number 40.
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Triad I With respect to the loans listed to the left, there is no
One Pacific Place guarantor of the non-recourse obligations and no
Ala Moana individual indemnitor.
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