EXHIBIT 10.1
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CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
(Depositor)
and
COLUMN FINANCIAL, INC.
(Seller)
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MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of September 1, 2006
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TABLE OF CONTENTS
Section 1. Transactions on or Prior to the Closing Date.....................
Section 2. Closing Date Actions.............................................
Section 3. Conveyance of Mortgage Loans.....................................
Section 4. Depositor's Conditions to Closing................................
Section 5. Seller's Conditions to Closing...................................
Section 6. Representations and Warranties of Seller.........................
Section 7. Obligations of Seller............................................
Section 8. Crossed Mortgage Loans...........................................
Section 9. Rating Agency Fees; Costs and Expenses Associated
with a Defeasance................................................
Section 10. Representations and Warranties of Depositor......................
Section 11. Survival of Certain Representations, Warranties
and Covenants....................................................
Section 12. Transaction Expenses.............................................
Section 13. Recording Costs and Expenses.....................................
Section 14. Notices..........................................................
Section 15. Notice of Exchange Act Reportable Events.........................
Section 16. Examination of Mortgage Files....................................
Section 17. Successors.......................................................
Section 18. Governing Law....................................................
Section 19. Severability.....................................................
Section 20. Further Assurances...............................................
Section 21. Counterparts.....................................................
Section 22. Treatment as Security Agreement..................................
Schedule I Schedule of Transaction Terms
Schedule II Mortgage Loan Schedule for Column Loans
Schedule III Mortgage Loans Constituting Mortgage Groups
Schedule IV Mortgage Loans with Lost Mortgage Notes
Schedule V Exceptions with Respect to Seller's Representations
and Warranties
Exhibit A Representations and Warranties of Seller Regarding the
Mortgage Loans
Exhibit B Form of Lost Mortgage Note Affidavit
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (this "Agreement"), dated as
of September 1, 2006, is made by and between COLUMN FINANCIAL, INC., a Delaware
corporation ("Seller"), and CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES
CORP., a Delaware corporation ("Depositor").
RECITALS
I. Capitalized terms used herein without definition have the
meanings ascribed to them in the Schedule of Transaction Terms attached hereto
as Schedule I, which is incorporated herein by this reference, or, if not
defined therein or elsewhere in this Agreement, in the Pooling and Servicing
Agreement.
II. On the Closing Date, and on the terms set forth herein, Seller
has agreed to sell to Depositor and Depositor has agreed to purchase from Seller
the mortgage loans identified on the schedule (the "Mortgage Loan Schedule")
annexed hereto as Schedule II (each such mortgage loan, a "Mortgage Loan" and,
collectively, the "Mortgage Loans"). Depositor intends to deposit the Mortgage
Loans and other assets into a trust fund (the "Trust Fund") created pursuant to
the Pooling and Servicing Agreement and to cause the issuance of the
Certificates.
AGREEMENT
NOW, THEREFORE, on the terms and conditions set forth below and
for good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, Depositor and Seller agree as follows:
Section 1. Transactions on or Prior to the Closing Date. On or
prior to the Closing Date, Seller shall have delivered the Mortgage Files with
respect to each of the Mortgage Loans listed in the Mortgage Loan Schedule to
Xxxxx Fargo Bank, N.A. as trustee (the "Trustee") or its designee, against
receipt by Seller of a trust receipt, pursuant to an arrangement between Seller
and the Trustee; provided, however, that item (p) in the definition of Mortgage
File (below) shall be delivered to the applicable Master Servicer for inclusion
in the Servicer File (defined below) with a copy delivered to the Trustee for
inclusion in the Mortgage File.
Section 2. Closing Date Actions. The sale of the Mortgage Loans
shall take place on the Closing Date, subject to and simultaneously with the
deposit of the Mortgage Loans into the Trust Fund, the issuance of the
Certificates and the sale of (a) the Publicly Offered Certificates by Depositor
to the Underwriters pursuant to the Underwriting Agreement and (b) the Private
Certificates by Depositor to the Initial Purchaser pursuant to the Certificate
Purchase Agreement. The closing (the "Closing") shall take place at the offices
of Cadwalader, Xxxxxxxxxx & Xxxx LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, or such other location as agreed upon between the parties hereto. On
the Closing Date, the following actions shall take place in sequential order on
the terms set forth herein:
(i) Seller shall sell to Depositor, and Depositor shall purchase
from Seller, the Mortgage Loans pursuant to this Agreement for the
Mortgage Loan Purchase Price (as defined herein). The Mortgage Loan
Purchase Price shall be paid by Depositor to Seller or at its direction
by wire transfer in immediately available funds to an account designated
by Seller on or prior to the Closing Date (or, by such other method as
shall be mutually acceptable to Depositor and Seller). The "Mortgage Loan
Purchase Price" paid by Depositor shall be equal to the amount that the
Depositor and the Seller have mutually agreed upon as the Seller's share
of the net securitization proceeds from the sale of the Publicly Offered
Certificates and the Private Certificates as set forth in the Closing
Statement (which amount includes, without limitation, accrued interest).
(ii) Pursuant to the terms of the Pooling and Servicing Agreement,
Depositor shall sell all of its right, title and interest in and to the
Mortgage Loans to the Trustee for the benefit of the Holders of the
Certificates.
(iii) Depositor shall sell to the Underwriters, and the
Underwriters shall purchase from Depositor, the Publicly Offered
Certificates pursuant to the Underwriting Agreement, and Depositor shall
sell to the Initial Purchaser, and the Initial Purchaser shall purchase
from Depositor, the Private Certificates pursuant to the Certificate
Purchase Agreement.
(iv) The Underwriters will offer the Publicly Offered Certificates
for sale to the public pursuant to the Prospectus and the Prospectus
Supplement and the Initial Purchaser will privately place certain classes
of the Private Certificates pursuant to the Offering Circular.
Section 3. Conveyance of Mortgage Loans. On the Closing Date,
Seller shall sell, convey, assign and transfer, subject to any related servicing
rights of any applicable Master Servicer under, and/or any applicable Primary
Servicer contemplated by, the Pooling and Servicing Agreement, without recourse
except as provided herein, to Depositor, free and clear of any liens, claims or
other encumbrances, all of Seller's right, title and interest in, to and under:
(i) each of the Mortgage Loans identified on the Mortgage Loan Schedule, and
(ii) all property of Seller described in Section 21(b) of this Agreement,
including, without limitation, (A) all scheduled payments of interest and
principal due on or with respect to the Mortgage Loans after the Cut-off Date
and (B) all other payments of interest, principal or yield maintenance charges
received on or with respect to the Mortgage Loans after the Cut-off Date, other
than any such payments of interest or principal or yield maintenance charges
that were due on or prior to the Cut-off Date. The Mortgage File for each
Mortgage Loan shall contain the following documents on a collective basis:
(a) the original Note (or with respect to those Mortgage Loans
listed in Schedule IV hereto, a "lost note affidavit" substantially in the form
of Exhibit B hereto and a true and complete copy of the Note), bearing, or
accompanied by, all prior and intervening endorsements, assignments or allonges
showing a complete chain of endorsement or assignment from the Mortgage Loan
Originator either in blank or to Seller, and further endorsed (at the direction
of Depositor given pursuant to this Agreement) by Seller, on its face or by
allonge attached thereto, without recourse, either in blank or to the order of
the Trustee in the following form: "Pay to the order of Xxxxx Fargo Bank, N.A.,
as trustee for the registered Holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2006-C4,
without recourse, representation or warranty, express or implied";
(b) a duplicate original Mortgage or a counterpart thereof or, if
such Mortgage has been returned by the related recording office, (A) an
original, (B) a certified copy or (C) a copy thereof from the applicable
recording office, and originals or counterparts (or originals or copies of
certified copies from the applicable recording office) of any intervening
assignments thereof from the Mortgage Loan Originator to Seller, in each case in
the form submitted for recording or, if recorded, with evidence of recording
indicated thereon;
(c) an original assignment of the Mortgage, in recordable form
(except for any missing recording information and, if applicable, completion of
the name of the assignee), from Seller (or the Mortgage Loan Originator) either
in blank or to "Xxxxx Fargo Bank, N.A., as trustee for the registered Holders of
Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2006-C4";
(d) an original, counterpart or copy of any related Assignment of
Leases (if such item is a document separate from the Mortgage), and the
originals, counterparts or copies of any intervening assignments thereof from
the Mortgage Loan Originator of the Loan to Seller, in each case in the form
submitted for recording or, if recorded, with evidence of recording thereon;
(e) an original assignment of any related Assignment of Leases (if
such item is a document separate from the Mortgage and to the extent not already
assigned pursuant to clause (c) above), in recordable form (except for any
missing recording information and, if applicable, completion of the name of the
assignee), from Seller (or the Mortgage Loan Originator), either in blank or to
"Xxxxx Fargo Bank, N.A., as trustee for the registered Holders of Credit Suisse
First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2006-C4";
(f) an original or true and complete copy of any related Security
Agreement (if such item is a document separate from the Mortgage), and the
originals or copies of any intervening assignments thereof from the Mortgage
Loan Originator to Seller;
(g) an original assignment of any related Security Agreement (if
such item is a document separate from the Mortgage and to the extent not already
assigned pursuant to clause (c) above), from Seller (or the Mortgage Loan
Originator) either in blank or to "Xxxxx Fargo Bank, N.A., as trustee for the
registered Holders of Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2006-C4," which assignment
may be included as part of an omnibus assignment covering other documents
relating to the Mortgage Loan (provided that such omnibus assignment is
effective under applicable law);
(h) originals or copies of all (A) assumption agreements, (B)
modifications, (C) written assurance agreements and (D) substitution agreements,
together with any evidence of recording thereon or in the form submitted for
recording, in those instances where the terms or provisions of the Mortgage,
Note or any related security document have been modified or the Mortgage Loan
has been assumed;
(i) the original lender's title insurance policy or a copy thereof
(together with all endorsements or riders that were issued with or subsequent to
the issuance of such policy), or if the policy has not yet been issued, the
original or a copy of a binding written commitment (which may be a pro forma or
specimen title insurance policy which has been accepted or approved in writing
by the related title insurance company) or interim binder that is marked as
binding and countersigned by the title company, insuring the priority of the
Mortgage as a first lien on the related Mortgaged Property, relating to such
Mortgage Loan;
(j) the original or a counterpart of any guaranty of the
obligations of the Borrower under the Mortgage Loan;
(k) UCC acknowledgement, certified or other copies of all UCC
Financing Statements and continuation statements which show the filing or
recording thereof (including the filing number or other similar filing
information) or, alternatively, other evidence of filing or recording (including
the filing number or other similar filing information) acceptable to the Trustee
(including, without limitation, evidence of such filed or recorded UCC Financing
Statement as shown on a written UCC search report from a reputable search firm,
such as Corporation Service Company, CT Corporation System and the like or
printouts of on-line confirmations from such UCC filing or recording offices or
authorized agents thereof), sufficient to perfect (and maintain the perfection
of) the security interest held by the Mortgage Loan Originator (and each
assignee of record prior to the Trustee) in and to the personalty of the
Borrower at the Mortgaged Property, and original UCC Financing Statement
assignments, in a form suitable for filing or recording, sufficient to assign
each such UCC Financing Statement to the Trustee;
(l) the original or copy of the power of attorney (with evidence
of recording thereon) granted by the Borrower if the Mortgage, Note or other
document or instrument referred to above was not signed by the Borrower;
(m) with respect to any debt of a Borrower permitted under the
related Mortgage Loan, an original or copy of a subordination agreement,
standstill agreement or other intercreditor, co-lender or similar agreement
relating to such other debt, if any, including any mezzanine loan documents or
preferred equity documents, and a copy of the promissory note relating to such
other debt (if such other debt is also secured by the related Mortgage);
(n) with respect to any Cash Collateral Accounts and Lock-Box
Accounts, an original or copy of any related account control agreement;
(o) an original or copy of any related Loan Agreement (if separate
from the related Mortgage), and an original or copy of any related Lock-Box
Agreement or Cash Collateral Account Agreement (if separate from the related
Mortgage and Loan Agreement);
(p) the originals and copies of letters of credit, if any,
relating to the Mortgage Loans and amendments thereto which entitles the Trust
to draw thereon; provided that in connection with the delivery of the Mortgage
File to the Trust, such originals shall be delivered to the applicable Master
Servicer and copies thereof shall be delivered to the Trustee;
(q) any related environmental insurance policies and any
environmental guarantees or indemnity agreements or copies thereof;
(r) the original or a copy of the ground lease, ground lease
memorandum and ground lease estoppels, if any, and any originals or copies of
amendments, modifications or extensions thereto, if any;
(s) the original or copy of any property management agreement;
(t) copies of franchise agreements and franchisor comfort letters,
if any, for hospitality properties and any applicable transfer/assignment
documents;
(u) a checklist of the documents included in the subject Mortgage
File;
(v) if applicable, the original or a counterpart of any
post-closing agreement relating to any modification, waiver or amendment of any
term of any Mortgage Loan (including fees charged the Borrower) required to be
added to the Mortgage File pursuant to Section 3.20(l) of the Pooling and
Servicing Agreement.
Notwithstanding the foregoing, in the event that, in connection
with any Mortgage Loan, Seller cannot deliver, or cause to be delivered, an
original, counterpart or certified copy, as applicable, of any of the documents
and/or instruments required to be delivered pursuant to clauses (b), (d), (h),
(k) (other than assignments of UCC Financing Statements to be recorded or filed
in accordance with the transfer contemplated by this Agreement), (1) and (n)
(other than assignments of UCC Financing Statements to be recorded or filed in
accordance with the transfer contemplated by this Agreement) above and with
evidence of recording or filing thereon on the Closing Date, solely because of a
delay caused by the public recording or filing office where such document or
instrument has been delivered for recordation or filing, then the Seller: (i)
shall deliver, or cause to be delivered, to the Trustee or its designee a
duplicate original or true copy of such document or instrument certified by the
applicable public recording or filing office, the applicable title insurance
company or Seller to be a true and complete duplicate original or copy of the
original thereof submitted for recording or filing; and (ii) shall deliver, or
cause to be delivered, to the Trustee or its designee either the original of
such non-delivered document or instrument, or a photocopy thereof (certified by
the appropriate public recording or filing office to be a true and complete copy
of the original thereof submitted for recording or filing), with evidence of
recording or filing thereon (with a copy to the applicable Master Servicer),
within 120 days of the Closing Date, which period may be extended up to two
times, in each case for an additional period of 45 days (provided that Seller,
as certified in writing to the Trustee prior to each such 45-day extension, is
in good faith attempting to obtain from the appropriate county recorder's office
such original or photocopy). Compliance with this paragraph will satisfy
Seller's delivery requirements under this Section 3 with respect to the subject
document(s) and instrument(s).
Notwithstanding the foregoing, in the event that, in connection
with any Mortgage Loan, Seller cannot deliver, or cause to be delivered, an
original, counterpart or certified copy, as applicable, of any of the documents
and/or instruments required to be delivered pursuant to clauses (b), (d), (h),
(k) (other than assignments of UCC Financing Statements to be recorded or filed
in accordance with the transfer contemplated by this Agreement), (1) and (n)
(other than assignments of UCC Financing Statements to be recorded or filed in
accordance with the transfer contemplated by this Agreement) above with evidence
of recording or filing thereon for any other reason, including without
limitation, that such non-delivered document or instrument has been lost, the
delivery requirements of this Agreement shall be deemed to have been satisfied
and such non-delivered document or instrument shall be deemed to have been
included in the related Mortgage File if a photocopy of such non-delivered
document or instrument (with evidence of recording or filing thereon and
certified by the appropriate recording or filing office to be a true and
complete copy of the original thereof as filed or recorded) is delivered to the
Trustee (with a copy to the applicable Master Servicer) on or before the Closing
Date.
Notwithstanding the foregoing, in the event that Seller cannot
deliver any UCC Financing Statement assignment with the filing or recording
information of the related UCC Financing Statement with respect to any Mortgage
Loan, solely because such UCC Financing Statement has not been returned by the
public filing or recording office where such UCC Financing Statement has been
delivered for filing or recording, Seller shall so notify the Trustee and shall
not be in breach of its obligations with respect to such delivery, provided that
Seller promptly forwards such UCC Financing Statement to the Trustee (with a
copy to the applicable Master Servicer) upon its return, together with the
related original UCC Financing Statement assignment in a form appropriate for
filing or recording.
Notwithstanding the foregoing, Seller may, at its sole cost and
expense, but is not obligated to, engage a third-party contractor to prepare or
complete in proper form for filing or recording any and all assignments of
Mortgage, assignments of Assignments of Leases and assignments of UCC Financing
Statements to the Trustee to be delivered pursuant to clauses (c), (e), (k), and
(n) above (collectively, the "Assignments"), to submit those Assignments for
filing and recording, as the case may be, in the applicable public filing and
recording offices and to deliver those Assignments to the Trustee (with a copy
to the applicable Master Servicer) or its designee as those Assignments (or
certified copies thereof) are received from the applicable filing and recording
offices with evidence of such filing or recording indicated thereon. However, in
the event Seller engages a third-party contractor as contemplated in the
immediately preceding sentence, the rights, duties and obligations of Seller
pursuant to this Agreement remain binding on Seller; and, if Seller does not
engage a third party as contemplated by the immediately preceding sentence, then
Seller will still be liable for recording and filing fees and expenses of the
Assignments as and to the extent contemplated by Section 13 hereof.
Within ten (10) Business Days after the Closing Date, Seller shall
deliver the Servicer Files with respect to each of the Mortgage Loans to the
applicable Master Servicer (or, if applicable, to a Sub-Servicer (with a copy to
the applicable Master Servicer) at the direction of the applicable Master
Servicer), under the Pooling and Servicing Agreement on behalf of the Trustee in
trust for the benefit of the Certificateholders. Each such Servicer File shall
contain all documents and records in Seller's possession relating to such
applicable Mortgage Loans (including reserve and escrow agreements, cash
management agreements, lockbox agreements, rent rolls, leases, environmental and
engineering reports, third-party underwriting reports, appraisals, surveys,
legal opinions, estoppels, financial statements, operating statements and any
other information provided by the respective Borrower from time to time, but
excluding any draft documents, attorney/client communications, which are
privileged or constitute legal or other due diligence analyses, and documents
prepared by Seller or any of its Affiliates solely for internal communication,
credit underwriting or due diligence analyses (other than the underwriting
information contained in the related underwriting memorandum or asset summary
report prepared by the Seller in connection with the preparation of Exhibit A-1
to the Prospectus Supplement)) that are not required to be a part of a Mortgage
File in accordance with the definition thereof, together with copies of all
instruments and documents which are required to be a part of the related
Mortgage File in accordance with the definition thereof.
In addition, with respect to each Mortgage Loan as to which any
Additional Collateral is in the form of a letter of credit as of the Closing
Date, the Seller (within 30 days after the Closing Date) shall cause to be
prepared, executed and delivered to the issuer of each such letter of credit
such notices, assignments and acknowledgements as are required under such letter
of credit to assign, without recourse, to, and vest in, the Trustee (in care of
the applicable Master Servicer) (whether by actual assignment or by amendment of
the letter of credit) the Seller's rights as the beneficiary thereof and drawing
party thereunder. The designated beneficiary under each letter of credit
referred to in the preceding sentence shall be the Trustee (in care of the
applicable Master Servicer).
For purposes of this Section 3, and notwithstanding any contrary
provision hereof or of the definition of "Mortgage File," if there exists with
respect to any group of Crossed Mortgage Loans only one original or certified
copy of any document or instrument described in the definition of "Mortgage
File" which pertains to all of the Crossed Mortgage Loans in such group of
Crossed Mortgage Loans, the inclusion of the original or certified copy of such
document or instrument in the Mortgage File for any of such Crossed Mortgage
Loans and the inclusion of a copy of such original or certified copy in each of
the Mortgage Files for the other Crossed Mortgage Loans in such group of Crossed
Mortgage Loans, shall be deemed the inclusion of such original or certified
copy, as the case may be, in the Mortgage File for each such Crossed Mortgage
Loan.
Seller shall, promptly after the Closing Date, but in all events
within three (3) Business Days after the Closing Date, cause all funds on
deposit in escrow accounts maintained with respect to the Mortgage Loans in the
name of Seller or any other name, to be transferred to or at the direction of
the applicable Master Servicer (or, if applicable, to a Sub-Servicer at the
direction of the applicable Master Servicer) for deposit into Servicing
Accounts.
The Trustee, as assignee or transferee of Depositor, shall be
entitled to all scheduled principal payments due after the Cut-off Date, all
other payments of principal due and collected after the Cut-off Date, and all
payments of interest on the Mortgage Loans, minus that portion of any such
payment which is allocable to the period on or prior to the Cut-off Date. All
scheduled payments of principal due on or before the Cut-off Date and collected
after the Cut-off Date, together with the accompanying interest payments, shall
belong to Seller.
Upon the sale of the Mortgage Loans from Seller to Depositor
pursuant hereto, the ownership of each Note, the related Mortgage Loan and the
contents of the related Mortgage File shall be vested in Depositor and the
ownership of all records and documents with respect to the related Mortgage Loan
prepared by or which come into the possession of Seller as seller of the
Mortgage Loans hereunder, exclusive in each case of records and documents that
are not required to be delivered hereunder by Seller, shall immediately vest in
Depositor. All Monthly Payments, Principal Prepayments and other amounts
received by Seller and not otherwise belonging to Seller pursuant to this
Agreement shall be sent by Seller within three (3) Business Days after Seller's
receipt thereof to the applicable Master Servicer via wire transfer for deposit
by the applicable Master Servicer into the Collection Account.
Upon the sale of Certificates representing at least 10% of the
fair value of all the Certificates to unaffiliated third parties, Seller shall,
under generally accepted accounting principles ("GAAP"), report its transfer of
the Mortgage Loans to Depositor, as provided herein, as a sale of the Mortgage
Loans to Depositor in exchange for the consideration specified in Section 2
hereof. In connection with the foregoing, upon sale of Certificates representing
at least 10% of the fair value of all the Certificates to unaffiliated third
parties, Seller shall cause all of its financial and accounting records to
reflect such transfer as a sale (as opposed to a secured loan). Regardless of
its treatment of the transfer of the Mortgage Loans to the Depositor under GAAP,
Seller shall at all times following the Closing Date cause all of its records
and financial statements and any relevant consolidated financial statements of
any direct or indirect parent to clearly reflect that the Mortgage Loans have
been transferred to Depositor and are no longer available to satisfy claims of
Seller's creditors.
After Seller's transfer of the Mortgage Loans to Depositor, as
provided herein, Seller shall not take any action inconsistent with Depositor's
ownership (or the ownership by any of Depositor's assignees) of the Mortgage
Loans. Except for actions that are the express responsibility of another party
hereunder or under the Pooling and Servicing Agreement, and further except for
actions that Seller is expressly permitted to complete subsequent to the Closing
Date, Seller shall, on or before the Closing Date, take all actions required
under applicable law to effectuate the transfer of the Mortgage Loans by Seller
to Depositor.
Section 4. Depositor's Conditions to Closing. The obligations of
Depositor to purchase the Mortgage Loans and pay the Mortgage Loan Purchase
Price at the Closing Date under the terms of this Agreement are subject to the
satisfaction of each of the following conditions at or before the Closing:
(a) Each of the obligations of Seller required to be performed by
it on or prior to the Closing Date pursuant to the terms of this Agreement shall
have been duly performed and complied with in all material respects; all of the
representations and warranties of Seller under this Agreement (subject to the
exceptions set forth in the Exception Report) shall be true and correct in all
material respects as of the Closing Date; no event shall have occurred with
respect to Seller or any of the Mortgage Loans and related Mortgage Files which,
with notice or the passage of time, would constitute a material default under
this Agreement; and Depositor shall have received certificates to the foregoing
effect signed by authorized officers of Seller.
(b) Depositor, or if directed by Depositor, the Trustee or
Depositor's attorneys or other designee, shall have received in escrow, all of
the following closing documents, in such forms as are agreed upon and reasonably
acceptable to Depositor and Seller, duly executed by all signatories other than
Depositor, as required pursuant to the respective terms thereof:
(i) the Mortgage Files, subject to the provisos of Section 1 of
this Agreement, which shall have been delivered to and held by the
Trustee or its designee on behalf of Seller;
(ii) the Mortgage Loan Schedule;
(iii) the certificate of Seller confirming its representations and
warranties set forth in Section 6(a) (subject to the exceptions set forth
in the Exception Report) as of the Closing Date;
(iv) an opinion or opinions of Seller's counsel, dated the Closing
Date, covering various corporate matters and such other matters as shall
be reasonably required by Depositor;
(v) such other certificates of Seller's officers or others and
such other documents to evidence fulfillment of the conditions set forth
in this Agreement as Depositor or its counsel may reasonably request; and
(vi) all other information, documents, certificates, or letters
with respect to the Mortgage Loans or Seller and its Affiliates as are
reasonably requested by Depositor in order for Depositor to perform any
of it obligations or satisfy any of the conditions on its part to be
performed or satisfied pursuant to any sale of Mortgage Loans by
Depositor as contemplated herein.
(c) Seller shall have performed or complied with all other terms
and conditions of this Agreement which it is required to perform or comply with
at or before the Closing and shall have the ability to perform or comply with
all duties, obligations, provisions and terms which it is required to perform or
comply with after the Closing.
(d) Seller shall have delivered to the Trustee, on or before the
Closing Date, five (5) limited powers of attorney in favor of the Trustee and
Special Servicer empowering the Trustee and, in the event of the failure or
incapacity of the Trustee, the Special Servicer, to record, at the expense of
Seller, any Mortgage Loan Documents required to be recorded and any intervening
assignments with evidence of recording thereon that are required to be included
in the Mortgage Files. Seller shall reasonably cooperate with the Trustee or the
applicable Special Servicer after the Closing Date, the Seller shall deliver to
the Trustee or the applicable Special Servicer, as applicable, the powers of
attorney described in the prior sentence in form and substance reasonably
acceptable to the requesting party.
(e) The Seller shall have paid or caused to be paid upfront all
the annual fees of each Rating Agency allocable to the Mortgage Loans.
Section 5. Seller's Conditions to Closing. The obligations of
Seller under this Agreement shall be subject to the satisfaction, on the Closing
Date, of the following conditions:
(a) Each of the obligations of Depositor required to be performed
by it on or prior to the Closing Date pursuant to the terms of this Agreement,
including, without limitation, payment of the Mortgage Loan Purchase Price,
shall have been duly performed and complied with in all material respects; and
all of the representations and warranties of Depositor under this Agreement
shall be true and correct in all material respects as of the Closing Date; and
no event shall have occurred with respect to Depositor which, with notice or the
passage of time, would constitute a material default under this Agreement, and
Seller shall have received certificates to that effect signed by authorized
officers of Depositor.
(b) Seller shall have received all of the following closing
documents, in such forms as are agreed upon and reasonably acceptable to Seller
and Depositor, duly executed by all signatories other than Seller, as required
pursuant to the respective terms thereof:
(i) an officer's certificate of Depositor, dated as of the
Closing Date, with the resolutions of Depositor authorizing the
transactions set forth therein, together with copies of the charter,
by-laws and certificate of good standing dated as of a recent date of
Depositor; and
(ii) such other certificates of its officers or others, such
opinions of Depositor's counsel and such other documents required to
evidence fulfillment of the conditions set forth in this Agreement as
Seller or its counsel may reasonably request.
(c) Depositor shall have performed or complied with all other
terms and conditions of this Agreement which it is required to perform or comply
with at or before the Closing and shall have the ability to perform or comply
with all duties, obligations, provisions and terms which it is required to
perform or comply with after Closing.
Section 6. Representations and Warranties of Seller.
(a) Seller represents and warrants to Depositor as of the date
hereof, as follows:
(i) Seller is duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware.
Seller has conducted and is conducting its business so as to comply in
all material respects with all applicable statutes and regulations of
regulatory bodies or agencies having jurisdiction over it, except where
the failure so to comply would not have a materially adverse effect on
the performance by Seller of this Agreement, and there is no charge,
action, suit or proceeding before or by any court, regulatory authority
or governmental agency or body pending or, to the knowledge of Seller,
threatened, which is reasonably likely to materially and adversely affect
the performance by Seller of this Agreement or the consummation of
transactions contemplated by this Agreement.
(ii) Seller has the full power, authority and legal right to
hold, transfer and convey the Mortgage Loans and to execute and deliver
this Agreement (and all agreements and documents executed and delivered
by Seller in connection herewith) and to perform all transactions of
Seller contemplated by this Agreement (and all agreements and documents
executed and delivered by Seller in connection herewith). Seller has duly
authorized the execution, delivery and performance of this Agreement (and
all agreements and documents executed and delivered by Seller in
connection herewith), and has duly executed and delivered this Agreement
(and all agreements and documents executed and delivered by Seller in
connection herewith). This Agreement (and each agreement and document
executed and delivered by Seller in connection herewith), assuming due
authorization, execution and delivery thereof by each other party
thereto, constitutes the legal, valid and binding obligation of Seller
enforceable in accordance with its terms, except as such enforcement may
be limited by bankruptcy, fraudulent transfer, insolvency,
reorganization, receivership, moratorium or other laws relating to or
affecting the rights of creditors generally, by general principles of
equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law) and by considerations of public policy.
(iii) Neither the execution, delivery and performance of this
Agreement, nor the fulfillment of or compliance with the terms and
conditions of this Agreement by Seller, will (A) conflict with or result
in a breach of any of the terms, conditions or provisions of Seller's
articles or certificate of incorporation and bylaws or similar type
organizational documents, as applicable; (B) conflict with, result in a
breach of, or constitute a default or result in an acceleration under,
any agreement or instrument to which Seller is now a party or by which it
(or any of its properties) is bound if compliance therewith is necessary
(1) to ensure the enforceability of this Agreement or (2) for Seller to
perform its duties and obligations under this Agreement (or any agreement
or document executed and delivered by Seller in connection herewith); (C)
conflict with or result in a breach of any legal restriction if
compliance therewith is necessary (1) to ensure the enforceability of
this Agreement or (2) for Seller to perform its duties and obligations
under this Agreement (or any agreement or document executed and delivered
by Seller in connection herewith); (D) result in the violation of any
law, rule, regulation, order, judgment or decree to which Seller or its
property is subject if compliance therewith is necessary (1) to ensure
the enforceability of this Agreement or (2) for Seller to perform its
duties and obligations under this Agreement (or any agreement or document
executed and delivered by Seller in connection herewith); or (E) result
in the creation or imposition of any lien, charge or encumbrance that
would have a material adverse effect upon Seller's ability to perform its
duties and obligations under this Agreement (or any agreement or document
executed and delivered by Seller in connection herewith), or materially
impair the ability of Depositor to realize on the Mortgage Loans owned by
Seller.
(iv) Seller is solvent and the sale of the Mortgage Loans (1)
will not cause Seller to become insolvent and (2) is not intended by
Seller to hinder, delay or defraud any of its present or future
creditors. After giving effect to its transfer of the Mortgage Loans, as
provided herein, the value of Seller's assets, either taken at their
present fair saleable value or at fair valuation, will exceed the amount
of Seller's debts and obligations, including contingent and unliquidated
debts and obligations of Seller, and Seller will not be left with
unreasonably small assets or capital with which to engage in and conduct
its business. Seller does not intend to, and does not believe that it
will, incur debts or obligations beyond its ability to pay such debts and
obligations as they mature. No proceedings looking toward liquidation,
dissolution or bankruptcy of Seller are pending or contemplated.
(v) No consent, approval, authorization or order of, or
registration or filing with, or notice to, any court or governmental
agency or body having jurisdiction or regulatory authority over Seller is
required for (A) Seller's execution, delivery and performance of this
Agreement (or any agreement or document executed and delivered by Seller
in connection herewith), (B) Seller's transfer and assignment of the
Mortgage Loans, or (C) the consummation by Seller of the transactions
contemplated by this Agreement (or any agreement or document executed and
delivered by Seller in connection herewith) or, to the extent so
required, such consent, approval, authorization, order, registration,
filing or notice has been obtained, made or given (as applicable), except
for the filing or recording of assignments and other Mortgage Loan
Documents contemplated by the terms of this Agreement and except that
Seller may not be duly qualified to transact business as a foreign
corporation or licensed in one or more states if such qualification or
licensing is not necessary to ensure the enforceability of this Agreement
(or any agreement or document executed and delivered by Seller in
connection herewith).
(vi) In connection with its sale of the Mortgage Loans, Seller
is receiving new value. The consideration received by Seller upon the
sale of the Mortgage Loans owned by it constitutes at least fair
consideration and reasonably equivalent value for the Mortgage Loans.
(vii) Seller does not believe, nor does it have any reason or
cause to believe, that it cannot perform each and every covenant of
Seller contained in this Agreement (or any agreement or document executed
and delivered by Seller in connection herewith).
(viii) There are no actions, suits or proceedings pending or,
to Seller's knowledge, threatened in writing against Seller which are
reasonably likely to draw into question the validity of this Agreement
(or any agreement or document executed and delivered by Seller in
connection herewith) or which, either in any one instance or in the
aggregate, are reasonably likely to materially impair the ability of
Seller to perform its duties and obligations under this Agreement (or any
agreement or document executed and delivered by Seller in connection
herewith).
(ix) Seller's performance of its duties and obligations under
this Agreement (and each agreement or document executed and delivered by
Seller in connection herewith) is in the ordinary course of business of
Seller and Seller's transfer, assignment and conveyance of the Mortgage
Loans pursuant to this Agreement are not subject to the bulk transfer or
similar statutory provisions in effect in any applicable jurisdiction.
The Mortgage Loans do not constitute all or substantially all of Seller's
assets.
(x) Seller has not dealt with any Person that may be entitled,
by reason of any act or omission of Seller, to any commission or
compensation in connection with the sale of the Mortgage Loans to
Depositor hereunder except for (A) the reimbursement of expenses as
described herein or otherwise in connection with the transactions
described in Section 2 hereof and (B) the commissions or compensation
owed to the Underwriters or the Initial Purchaser.
(xi) Seller is not in default or breach of any agreement or
instrument to which Seller is now a party or by which it (or any of its
properties) is bound which breach or default would materially and
adversely affect the ability of Seller to perform its obligations under
this Agreement.
(xii) The representations and warranties contained in Exhibit
A hereto, subject to the exceptions to such representations and
warranties set forth on Schedule V hereto, are true and correct in all
material respects as of the date hereof with respect to the Mortgage
Loans identified on Schedule II.
(xiii) The information set forth in any Disclosure Information
(as defined in the Column Financial, Inc. Indemnification Agreement), as
last forwarded to each prospective investor at or prior to the date on
which a contract for sale was entered into with such prospective
investor, (i) does not contain any untrue statement of a material fact or
omit to state any material fact necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading
and (ii) complies with the requirements of and contains all of the
applicable information required by Regulation AB (as defined in the
Column Financial, Inc. Indemnification Agreement); but only to the extent
that (i) such information regards the Mortgage Loans and is contained in
the Loan Detail (as defined in the Column Financial, Inc. Indemnification
Agreement) or, to the extent consistent therewith, the Diskette (as
defined in the Column Financial, Inc. Indemnification Agreement) or (ii)
such information regarding the Seller or the Mortgage Loans was contained
in the Confidential Offering Circular or the Prospectus Supplement under
the headings "Summary of Prospectus Supplement--Relevant
Parties/Entities," "--Sponsors and Mortgage Loan Sellers,"
"--Originators," "--The Underlying Mortgage Loans," "--Source of the
Underlying Mortgage Loans," "Risk Factors," "Description of the Sponsors
and Mortgage Loan Sellers" "Description of the Underlying Mortgage Loans"
and "--Significant Mortgage Loans" and such information does not
represent an incorrect restatement or an incorrect aggregation of correct
information regarding the Mortgage Loans contained in the Loan Detail.
(b) Seller hereby agrees that it shall be deemed to make, as of
the date of substitution, to and for the benefit of the Trustee as the holder of
the Mortgage Loan to be replaced, with respect to any replacement mortgage loan
(a "Replacement Mortgage Loan") that is substituted for a Mortgage Loan affected
by a Material Defect or a Material Breach, pursuant to Section 7 of this
Agreement, each of the representations and warranties set forth in Exhibit A
hereto (references therein to "Closing Date" being deemed to be references to
the "date of substitution" and references therein to "Cut-off Date" being deemed
to be references to the "most recent due date for the subject Replacement
Mortgage Loan on or before the date of substitution"). From and after the date
of substitution, each Replacement Mortgage Loan, if any, shall be deemed to
constitute a "Mortgage Loan" hereunder for all purposes.
Section 7. Obligations of Seller. Each of the representations and
warranties contained in or required to be made by Seller pursuant to Section 6
of this Agreement shall survive the sale of the Mortgage Loans and shall
continue in full force and effect, notwithstanding any restrictive or qualified
endorsement on the Notes and notwithstanding subsequent termination of this
Agreement or the Pooling and Servicing Agreement. The representations and
warranties contained in or required to be made by Seller pursuant to Section 6
of this Agreement shall not be impaired by any review or examination of the
Mortgage Files or other documents evidencing or relating to the Mortgage Loans
or any failure on the part of Depositor to review or examine such documents and
shall inure to the benefit of the initial transferee of the Mortgage Loans from
Depositor including, without limitation, the Trustee for the benefit of the
Holders of the Certificates, notwithstanding (1) any restrictive or qualified
endorsement on any Note, assignment of Mortgage or reassignment of Assignment of
Leases or (2) any termination of this Agreement prior to the Closing, but shall
not inure to the benefit of any subsequent transferee thereafter.
If Seller receives notice of a breach of any of the
representations or warranties made by Seller with respect to the Mortgage Loans,
as of the date hereof in Section 6(a)(xii) or as of the Closing Date pursuant to
Section 4(b)(iii) (in either case, subject to the exceptions to such
representations and warranties set forth in the Exception Report) or with
respect to any Replacement Mortgage Loan, as of the date of substitution
pursuant to Section 6(b) (in any such case, a "Breach"), or receives notice that
(a) any document required to be included in the Mortgage File related to any
Mortgage Loan is not in the Trustee's (or its designee's) possession within the
time period required herein or (b) such document has not been properly executed
or is otherwise defective on its face (clause (a) and clause (b) each, a
"Defect" (which term shall include the "Defects" detailed in the immediately
following paragraph) in the related Mortgage File), and if such Breach or
Defect, as the case may be, materially and adversely affects or is deemed hereby
to materially and adversely affect, the value of the related Mortgage Loan or
any successor REO Loan or the interests of any class of Certificateholders (any
Breach or Defect that materially and adversely affects the value of the related
Mortgage Loan or the interests of any class of Certificateholders, a "Material
Breach" or a "Material Defect," respectively), then the Seller shall, upon
written request of Depositor, the Trustee, the applicable Master Servicer or the
applicable Special Servicer, not later than 90 days after the receipt by Seller
of such written request (subject to the second succeeding paragraph, the
"Initial Resolution Period"): (i) cure such Material Breach or Material Defect,
as the case may be, in all material respects; (ii) repurchase the affected
Mortgage Loan at the applicable Purchase Price (as defined in the Pooling and
Servicing Agreement); or (iii) substitute, in accordance with the Pooling and
Servicing Agreement, one or more Qualified Substitute Mortgage Loans (as defined
in the Pooling and Servicing Agreement) for such affected Mortgage Loan
(provided that in no event shall any substitution occur later than the second
anniversary of the Closing Date) and pay the applicable Master Servicer for
deposit into the applicable Collection Account any Substitution Shortfall Amount
(as defined in the Pooling and Servicing Agreement) in connection therewith;
provided, however, that if (i) such Material Breach or Material Defect is
capable of being cured but not within the Initial Resolution Period, (ii) such
Material Breach or Material Defect does not cause the related Mortgage Loan not
to be a "qualified mortgage" (within the meaning of Section 860G(a)(3) of the
Code), (iii) Seller has commenced and is diligently proceeding with the cure of
such Material Breach or Material Defect within the Initial Resolution Period and
(iv) Seller has delivered to the Rating Agencies, the applicable Master
Servicer, the applicable Special Servicer and the Trustee an Officer's
Certificate that describes the reasons that the cure was not effected within the
Initial Resolution Period and the actions that it proposes to take to effect the
cure and that states that it anticipates the cure will be effected within the
additional 90-day period, then Seller shall have an additional 90 days to cure
such Material Defect or Material Breach. If any Breach pertains to a
representation or warranty that the related Mortgage Loan Documents or any
particular Mortgage Loan Document requires the related Borrower to bear the
costs and expenses associated with any particular action or matter under such
Mortgage Loan Document(s), then Seller shall cure such Breach within the Initial
Resolution Period by reimbursing the Trust Fund (by wire transfer of immediately
available funds) the reasonable amount of any such costs and expenses incurred
by the applicable Master Servicer, the applicable Special Servicer, the Trustee
or the Trust Fund that are the basis of such Breach and have not been reimbursed
by the related Borrower; provided, however, that in the event any such costs and
expenses exceed $10,000, Seller shall have the option to either repurchase the
related Mortgage Loan at the applicable Purchase Price, replace such Mortgage
Loan and pay any applicable Substitution Shortfall Amount or pay such costs and
expenses. Except as provided in the proviso to the immediately preceding
sentence, Seller shall remit the amount of such costs and expenses and upon its
making such remittance, Seller shall be deemed to have cured such Breach in all
respects. Provided such payment is made, the second preceding sentence describes
the sole remedy available to the Certificateholders and the Trustee on their
behalf regarding any such Breach, and Seller shall not be obligated to
repurchase, substitute or otherwise cure such Breach under any circumstances.
With respect to any repurchase of a Mortgage Loan hereunder or any substitution
of one or more Qualified Substitute Mortgage Loans for a Mortgage Loan
hereunder, (A) no such substitution may be made in any calendar month after the
Determination Date for such month; (B) scheduled payments of principal and
interest due with respect to the Qualified Substitute Mortgage Loan(s) after the
month of substitution, and scheduled payments of principal and interest due with
respect to each Mortgage Loan being repurchased or replaced after the related
Cut-off Date and received by the applicable Master Servicer or the applicable
Special Servicer on behalf of the Trust on or prior to the related date of
repurchase or substitution, shall be part of the Trust Fund; and (C) scheduled
payments of principal and interest due with respect to each such Qualified
Substitute Mortgage Loan on or prior to the Due Date in the month of
substitution, and scheduled payments of principal and interest due with respect
to each Mortgage Loan being repurchased or replaced and received by the
applicable Master Servicer or the applicable Special Servicer on behalf of the
Trust after the related date of repurchase or substitution, shall not be part of
the Trust Fund, and Seller (or, if applicable, any person effecting the related
repurchase or substitution in the place of Seller) shall be entitled to receive
such payments promptly following receipt by the applicable Master Servicer or
the applicable Special Servicer, as applicable, under the Pooling and Servicing
Agreement.
Any of the following will cause a document in the Mortgage File to
be deemed to have a "Material Defect": (a) the absence from the Mortgage File of
the original signed Note, unless the Mortgage File contains a signed lost note
affidavit and indemnity; (b) the absence from the Mortgage File of the original
signed Mortgage, unless there is included in the Mortgage File a certified copy
of the Mortgage as recorded or as sent for recordation, together with a
certificate stating that the original signed Mortgage was sent for recordation,
or a copy of the Mortgage and the related recording information; (c) the absence
from the Mortgage File of the item called for by clause (i) of the definition of
Mortgage File in Section 3; (d) the absence from the Mortgage File of any
intervening assignments required to create an effective assignment to the
Trustee on behalf of the Trust, unless there is included in the Mortgage File a
certified copy of the intervening assignment as recorded or as sent for
recordation, together with a certificate stating that the original intervening
assignment was sent for recordation, or a copy of the intervening assignment and
the related recording information; or (e) the absence from the Mortgage File of
any required original letter of credit (unless such original has been delivered
to the applicable Master Servicer and copy thereof is part of the Mortgage
File), provided that such Defect may be cured by any substitute letter of credit
or cash reserve on behalf of the related Borrower; or (f) the absence from the
Mortgage File of the original or a copy of any required ground lease.
Notwithstanding anything herein to the contrary, the failure to include a
document checklist in a Mortgage File shall in no event constitute a Material
Defect.
Any Defect or Breach which causes any Mortgage Loan not to be a
"qualified mortgage" (within the meaning of Section 860G(a)(3) of the Code)
shall be deemed a "Material Defect" or "Material Breach," as applicable, and the
Initial Resolution Period for the affected Mortgage Loan shall be 90 days
following the earlier of Seller's receipt of notice pursuant to this Section 7
or its discovery of such Defect or Breach (which period shall not be subject to
extension).
If Seller does not, as required by this Section 7, correct or cure
a Material Breach or a Material Defect in all material respects within the
applicable Initial Resolution Period (as extended pursuant to this Section 7),
or if such Material Breach or Material Defect is not capable of being so
corrected or cured within such period, then Seller shall repurchase or
substitute for the affected Mortgage Loan as provided in this Section 7. If (i)
any Mortgage Loan is required to be repurchased or substituted for as provided
above, (ii) such Mortgage Loan is a Crossed Mortgage Loan that is a part of a
Mortgage Group (as defined below) and (iii) the applicable Breach or Defect does
not constitute a Breach or Defect, as the case may be, as to any other Crossed
Mortgage Loan in such Mortgage Group (without regard to this paragraph), then
the applicable Breach or Defect, as the case may be, will be deemed to
constitute a Breach or Defect, as the case may be, as to any other Crossed
Mortgage Loan in the Mortgage Group for purposes of the above provisions, and
Seller will be required to repurchase or substitute for such other Crossed
Mortgage Loan(s) in the related Mortgage Group in accordance with the provisions
of this Section 7 unless the Crossed Mortgage Loan Repurchase Criteria would be
satisfied if Seller were to repurchase or substitute for only the affected
Crossed Mortgage Loans as to which a Material Breach or Material Defect had
occurred without regard to this paragraph, and in the case of either such
repurchase or substitution, all of the other requirements set forth in the
Pooling and Servicing Agreement applicable to a repurchase or substitution, as
the case may be, would be so satisfied. In the event that one or more of such
other Crossed Mortgage Loans satisfy the Crossed Mortgage Loan Repurchase
Criteria, Seller may elect either to repurchase or substitute for only the
affected Crossed Mortgage Loan as to which the related Breach or Defect exists
or to repurchase or substitute for all of the Crossed Mortgage Loans in the
related Mortgage Group. Seller shall be responsible for the cost of any
Appraisal required to be obtained by the applicable Master Servicer to determine
if the Crossed Mortgage Loan Repurchase Criteria have been satisfied, so long as
the scope and cost of such Appraisal has been approved by Seller (such approval
not to be unreasonably withheld). For purposes of this paragraph, a "Mortgage
Group" is any group of Mortgage Loans identified as a Mortgage Group on Schedule
III to this Agreement.
Notwithstanding the foregoing, if there is a Material Breach or
Material Defect with respect to one or more Mortgaged Properties (but not all of
the Mortgaged Properties) with respect to a Mortgage Loan, Seller will not be
obligated to repurchase or substitute for the entire Mortgage Loan if the
affected Mortgaged Property may, pursuant to the partial release provisions in
the related Mortgage Loan Documents, be released and the Mortgaged Property
remaining after such release satisfies the requirements, if any, set forth in
the Mortgage Loan Documents and (i) Seller provides an opinion of counsel to the
effect that such partial release would not cause an Adverse REMIC Event (as
defined in the Pooling and Servicing Agreement) to occur, (ii) Seller pays (or
causes to be paid) the applicable release price required under the Mortgage Loan
Documents and, to the extent not reimbursable out of the release price pursuant
to the related Mortgage Loan Documents, any additional amounts necessary to
cover all reasonable out-of-pocket expenses reasonably incurred by the
applicable Master Servicer, the applicable Special Servicer, the Trustee or the
Trust Fund in connection therewith, including any unreimbursed advances and
interest thereon made with respect to the Mortgaged Property that is being
released and (iii) such cure by release of such Mortgaged Property is effected
within the time periods specified for cure of a Material Breach or Material
Defect in this Section 7.
The Purchase Price or Substitution Shortfall Amount for any
repurchased or substituted Mortgage Loan shall be payable to Depositor or,
subsequent to the assignment of the Mortgage Loans to the Trustee, the Trustee
as its assignee, by wire transfer of immediately available funds to the account
designated by Depositor or the Trustee, as the case may be, and Depositor or the
Trustee, as the case may be, upon receipt of such funds (and, in the case of a
substitution, the Mortgage File(s) for the related Qualified Substitute Mortgage
Loans(s)), shall promptly release the related Mortgage File and Servicer File
(and all other documents pertaining to such Mortgage Loan possessed by the
Depositor or the Trustee, as applicable, or on its behalf, but excluding any
draft documents, attorney/client privileged communications and documents
prepared by the Depositor or the Trustee (or by the Master Servicer or the
Special Servicer on behalf of the Trust), as applicable, or any of its
Affiliates solely for internal communication) or cause them to be released, to
Seller and shall execute and deliver such instruments of transfer, endorsement
or assignment as shall be necessary to vest in Seller the legal and beneficial
ownership of such Mortgage Loan (including any property acquired in respect
thereof or proceeds of any insurance policy with respect thereto) and the
related Mortgage Loan Documents and shall deliver to Seller any escrow payments
and reserve funds held by it, or on its behalf, with respect to such repurchased
or replaced Mortgage Loan.
It is understood and agreed that the obligations of Seller set
forth in this Section 7 constitute the sole remedies available to Depositor and
its successors and assigns against Seller respecting any Breach or Defect
affecting a Mortgage Loan.
Section 8. Crossed Mortgage Loans. With respect to any Crossed
Mortgage Loan conveyed hereunder, to the extent that Seller repurchases or
substitutes for an affected Crossed Mortgage Loan in the manner prescribed above
while the Trustee continues to hold any related Crossed Mortgage Loans, Seller
and Depositor (on behalf of its successors and assigns) agree to modify upon
such repurchase or substitution, the related Mortgage Loan Documents in a manner
such that such affected Crossed Mortgage Loan repurchased or substituted by
Seller, on the one hand, and any related Crossed Mortgage Loans still held by
the Trustee, on the other, would no longer be cross-defaulted or
cross-collateralized with one another; provided that Seller shall have furnished
the Trustee, at Seller's expense, with an Opinion of Counsel that such
modification shall not cause an Adverse REMIC Event; and provided, further, that
if such Opinion of Counsel cannot be furnished, Seller and Depositor hereby
agree that such repurchase or substitution of only the affected Crossed Mortgage
Loans, notwithstanding anything to the contrary herein, shall not be permitted.
Any reserve or other cash collateral or letters of credit securing the subject
Crossed Mortgage Loans shall be allocated between such Mortgage Loans in
accordance with the Mortgage Loan Documents. All other terms of the Mortgage
Loans shall remain in full force and effect, without any modification thereof.
Section 9. Rating Agency Fees; Costs and Expenses Associated with
a Defeasance. The Seller shall pay all Rating Agency fees associated with an
assumption of a Mortgage Loan to the extent such fees have not been paid by the
related Borrower and such Borrower is not required to pay them under the terms
of the related Mortgage Loan Documents in effect on or before the Closing Date,
the payment of which fees shall constitute the sole remedy of any breach by a
Seller of representation (xxviii)(1) set forth on Exhibit A hereto unless the
Seller elects to repurchase or substitute for such Mortgage Loan in accordance
with the second paragraph of Section 7. The Seller shall pay all reasonable
costs and expenses associated with a defeasance of a Mortgage Loan to the extent
such costs and expenses have not been paid by the related Borrower and such
Borrower is not required to pay them under the terms of the related Mortgage
Loan Documents in effect on or before the Closing Date, the payment of which
fees shall constitute the sole remedy of any breach by a Seller of
representation (liv)(F) set forth on Exhibit A hereto unless the Seller elects
to repurchase or substitute for such Mortgage Loan in accordance with the second
paragraph of Section 7.
Section 10. Representations and Warranties of Depositor. Depositor
hereby represents and warrants to Seller as of the date hereof, as follows:
(a) Depositor is duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with full
corporate power and authority to own its assets and conduct its business as it
is conducted, and is duly qualified as a foreign corporation in good standing in
all jurisdictions in which the ownership or lease of its property or the conduct
of its business requires such qualification (except where the failure to qualify
would not have a materially adverse effect on the consummation of any
transactions contemplated by this Agreement).
(b) The execution and delivery by Depositor of this Agreement and
the performance of Depositor's obligations hereunder are within the corporate
power of Depositor and have been duly authorized by Depositor and neither the
execution and delivery by Depositor of this Agreement nor the compliance by
Depositor with the provisions hereof, nor the consummation by Depositor of the
transactions contemplated by this Agreement, will (i) conflict with or result in
a breach of, or constitute a default under, the certificate of incorporation or
by-laws of Depositor or, after giving effect to the consents or taking of the
actions contemplated by clause (ii) of this paragraph (b), any of the provisions
of any law, governmental rule, regulation, judgment, decree or order binding on
Depositor or its properties, or any of the provisions of any material indenture
or mortgage or any other material contract or other instrument to which
Depositor is a party or by which it is bound or result in the creation or
imposition of any lien, charge or encumbrance upon any of its properties
pursuant to the terms of any such indenture, mortgage, contract or other
instrument or (ii) require any consent of, notice to, or filing with any person,
entity or governmental body, which has not been obtained or made by Depositor,
except where, in any of the instances contemplated by clause (i) above or this
clause (ii), the failure to do so will not have a material and adverse effect on
the consummation of any transactions contemplated by this Agreement.
(c) This Agreement has been duly executed and delivered by
Depositor and this Agreement constitutes a legal, valid and binding instrument,
enforceable against Depositor in accordance with its terms, subject, as to the
enforcement of remedies, to applicable bankruptcy, reorganization, insolvency,
moratorium and other laws affecting the rights of creditors generally and to
general principles of equity and the discretion of the court (regardless of
whether enforcement of such remedies is considered in a proceeding in equity or
at law) and, as to rights of indemnification hereunder, subject to limitations
of public policy under applicable securities laws.
(d) There is no litigation, charge, investigation, action, suit or
proceeding by or before any court, regulatory authority or governmental agency
or body pending or, to the knowledge of Depositor, threatened against Depositor
the outcome of which could be reasonably expected to materially and adversely
affect the consummation of any transactions contemplated by this Agreement.
Section 11. Survival of Certain Representations, Warranties and
Covenants. The respective representations and warranties set forth in or made
pursuant to this Agreement, and the respective obligations of the parties hereto
under Sections 7 and 13 of this Agreement, will remain in full force and effect,
regardless of any investigation or statement as to the result thereof made by or
on behalf of any party and will survive payment for the various transfers
referred to herein and delivery of the Certificates or termination of this
Agreement.
Section 12. Transaction Expenses. In connection with the Closing
(and unless otherwise expressly provided herein, including, without limitation,
in Section 13 of this Agreement), Seller shall be responsible for the fees and
expenses of its own counsel, and Depositor and Seller agree to pay the other
transaction expenses incurred in connection with the transactions herein
contemplated as set forth in the Closing Statement (or, if not covered thereby,
shall be paid by the party incurring the subject expense).
Section 13. Recording Costs and Expenses. Seller agrees to
reimburse the Trustee or its designee all recording and filing fees and expenses
incurred by the Trustee or its designee in connection with the recording or
filing of the Mortgage Loan Documents listed in Section 3 of this Agreement,
including Assignments. In the event Seller elects to engage a third-party
contractor to prepare, complete, file and record Assignments with respect to
Mortgage Loans as provided in Section 3 of this Agreement, Seller shall contract
directly with such contractor and shall be responsible for such contractor's
compensation and reimbursement of recording and filing fees and other
reimbursable expenses pursuant to their agreement.
Section 14. Notices. All demands, notices and communications
hereunder shall be in writing and effective only upon receipt, and, (a) if sent
to Depositor, will be mailed, delivered or telecopied and confirmed to it at
Credit Suisse First Boston Mortgage Securities Corp., 00 Xxxxxxx Xxxxxx, 0xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxxxx, Telecopy No.: (212)
743-4756 (with a copy to Xxxxx XxXxxxxxxx, Esq., Legal & Compliance Department,
Telecopy No.: (000) 000-0000), or such other address or telecopy number as may
be designated by Depositor to Seller in writing, or (b) if sent to Seller, will
be mailed, delivered or telecopied and confirmed to it at 0000 Xxxxxxxxx Xxxx,
X.X., Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, Attention: Xxxxxx Xxxxxx, Telecopy
No.: (000) 000-0000, or such other address or telecopy number as may be
designated by Seller to Depositor in writing.
Section 15. Notice of Exchange Act Reportable Events. The Seller
hereby agrees to deliver to the Depositor and the Trustee any disclosure
information relating to any event reasonably determined in good faith by the
Depositor as required to be reported on Form 8-K, Form 10-D or Form 10-K by the
Trust Fund (in formatting reasonably appropriate for inclusion in such form),
including, without limitation, the disclosure required under Items 1117 and 1119
of Regulation AB and Item 1.03 to Form 8-K. The Seller shall use its best
efforts to deliver proposed disclosure language relating to any event described
under Items 1117 and 1119 of Regulation AB and Item 1.03 to Form 8-K to the
Trustee and the Depositor within one (1) business day and in any event no later
than two (2) business days of the Seller becoming aware of such event and shall
provide disclosure relating to any other event reasonably determined by the
Depositor as required to be disclosed on Form 8-K, Form 10-D or Form 10-K within
two (2) business days following the Depositor's request for such disclosure
language. The obligation of the Seller to provide the above referenced
disclosure materials will terminate upon notice from the Depositor or the
Trustee that the Trustee has filed a Form 15 with respect to the Trust Fund as
to that fiscal year in accordance with Section 11.10(a) of the Pooling and
Servicing Agreement. The Seller hereby acknowledges that the information to be
provided by it pursuant to this Section will be used in the preparation of
reports meeting the reporting requirements of the Trust under Section 13(a)
and/or Section 15(d) of the Securities Exchange Act of 1934, as amended.
Section 16. Examination of Mortgage Files. Upon reasonable notice,
Seller, prior to the Closing Date, will make the Mortgage Files available to
Depositor or its agent for examination during normal business hours at Seller's
offices or such other location as shall otherwise be agreed upon by Depositor
and Seller. The fact that Depositor or its agent has conducted or has failed to
conduct any partial or complete examination of the Mortgage Files shall not
affect the rights of Depositor or the Trustee (for the benefit of the
Certificateholders) to demand cure, repurchase, or other relief as provided
herein.
Section 17. Successors. This Agreement shall inure to the benefit
of and shall be binding upon Seller and Depositor and their respective
successors and, permitted assigns and nothing expressed in this Agreement is
intended or shall be construed to give any other Person any legal or equitable
right, remedy or claim under or in respect of this Agreement, or any provisions
herein contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such designated
Persons and for the benefit of no other Person; it being understood that the
rights of Depositor pursuant to this Agreement, subject to all limitations
herein contained, including those set forth in Section 7 of this Agreement, may
be assigned to the Trustee, for benefit of the Certificateholders, as may be
required to effect the purposes of the Pooling and Servicing Agreement and, upon
such assignment, the Trustee shall succeed to such rights of Depositor
hereunder; provided that the Trustee shall have no right to further assign such
rights to any other Person. No owner of a Certificate issued pursuant to the
Pooling and Servicing Agreement shall be deemed a successor or permitted assign
because of such ownership.
Section 18. Governing Law. THIS AGREEMENT SHALL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS TO BE MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE WITHOUT GIVING
EFFECT TO CHOICE OF LAW PRINCIPLES.
Section 19. Severability. If any provision of this Agreement shall
be prohibited or invalid under applicable law, this Agreement shall be
ineffective only to such extent, without invalidating the remainder of this
Agreement.
Section 20. Further Assurances. Depositor and Seller agree to
execute and deliver such instruments and take such actions as the other party
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement.
Section 21. Counterparts. This Agreement may be executed in
counterparts (and by each of the parties hereto on different counterparts), each
of which when so executed and delivered will be an original, and all of which
together will be deemed to constitute but one and the same instrument.
Section 22. Treatment as Security Agreement. It is the express
intent of the parties hereto that the conveyance of the Mortgage Loans by Seller
to Depositor as provided in this Agreement be, and be construed as, a sale of
the Mortgage Loans by Seller to Depositor. It is, further, not the intention of
the parties that such conveyance be deemed a pledge of the Mortgage Loans by
Seller to Depositor to secure a debt or other obligation of Seller. However, in
the event that, notwithstanding the intent of the parties, the Mortgage Loans
are held to be property of Seller or if for any reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans:
(a) this Agreement shall hereby create a security agreement within
the meaning of Articles 8 and 9 of the Uniform Commercial Code in effect in the
applicable state;
(b) the conveyance provided for in this Agreement shall hereby
grant from Seller to Depositor a security interest in and to all of Seller's
right, title, and interest, whether now owned or hereafter acquired, in and to:
(i) all accounts, contract rights (including any guarantees),
general intangibles, chattel paper, instruments, documents, money,
deposit accounts, certificates of deposit, goods, letters of credit,
advices of credit and investment property consisting of, arising from or
relating to any of the property described in the Mortgage Loans,
including the related Notes, Mortgages and title, hazard and other
insurance policies, identified on the Mortgage Loan Schedule or that
constitute Replacement Mortgage Loans, and all distributions with respect
thereto payable after the Cut-off Date;
(ii) all accounts, contract rights, general intangibles,
chattel paper, instruments, documents, money, deposit accounts,
certificates of deposit, goods, letters of credit, advices of credit and
investment property arising from or by virtue of the disposition of, or
collections with respect to, or insurance proceeds payable with respect
to, or claims against other persons with respect to, all or any part of
the collateral described in clause (i) above (including any accrued
discount realized on liquidation of any investment purchased at a
discount), in each case, payable after the Cut-off Date; and
(iii) all cash and non-cash proceeds of the collateral
described in clauses (i) and (ii) above payable after the Cut-off Date;
(c) the possession by Depositor or its assignee of the Notes and
such other goods, letters of credit, advices of credit, instruments, money,
documents, chattel paper or certificated securities shall be deemed to be
possession by the secured party or possession by a purchaser or a person
designated by him or her, for purposes of perfecting the security interest
pursuant to the Uniform Commercial Code (including, without limitation, Sections
9-306, 9-313 and 9-314 thereof) as in force in the relevant jurisdiction;
(d) notifications to persons holding such property, and
acknowledgments, receipts, confirmations from persons holding such property,
shall be deemed to be notifications to, or acknowledgments, receipts or
confirmations from, securities intermediaries, bailees or agents of, or persons
holding for (as applicable), Depositor or its assignee for the purpose of
perfecting such security interest under applicable law; and
(e) Seller at the direction of Depositor or its assignee, shall,
to the extent consistent with this Agreement, take such actions as may be
necessary to ensure that, if this Agreement were deemed to create a security
interest in the Mortgage Loans and the proceeds thereof, such security interest
would be a perfected security interest of first priority under applicable law
and will be maintained as such throughout the term of this Agreement. In
connection herewith, Depositor and its assignee shall have all of the rights and
remedies of a secured party and creditor under the Uniform Commercial Code as in
force in the relevant jurisdiction and may prepare and file such UCC Financing
Statements as may be necessary or appropriate to accomplish the foregoing.
* * *
IN WITNESS WHEREOF, the parties hereto have caused this Mortgage
Loan Purchase Agreement to be duly executed and delivered as the date first
above written.
COLUMN FINANCIAL, INC.,
as Seller
By: ________________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP.,
as Depositor
By: ________________________________
Name:
Title:
SCHEDULE I
SCHEDULE OF TRANSACTION TERMS
This Schedule of Transaction Terms is appended to and incorporated
by reference in the Mortgage Loan Purchase Agreement (the "Agreement"), dated as
of September 1, 2006, between Column Financial, Inc. (the "Seller") and Credit
Suisse First Boston Mortgage Securities Corp (the "Depositor"). Capitalized
terms used herein without definition have the meanings given them in or by
reference in the Agreement or, if not defined in the Agreement, in the Pooling
and Servicing Agreement.
"Affiliate" means with respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person.
"Assignments" shall have the meaning given such term in Section 3
of this Agreement.
"Borrower" means the borrower under a Mortgage Loan.
"Breach" shall have the meaning given such term in Section 7 of
this Agreement.
"CBA Mortgage Loan" means any Mortgage Loan that constitutes a
"CBA A Loan" under the Pooling and Servicing Agreement.
"Certificate Purchase Agreement" means the Certificate Purchase
Agreement, dated September 21, 2006, between Depositor and the Initial
Purchaser.
"Certificates" means the Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2006-C4,
issued in multiple classes.
"Closing" shall have the meaning given that term in Section 2 of
this Agreement.
"Closing Date" means September 28, 2006.
"Closing Statement" means the closing statement dated as of the
Closing Date and signed by, among others, the parties to this Agreement.
"Code" means the Internal Revenue Code of 1986, as amended.
"Column Indemnification Agreement" means the agreement by and
among the Depositor, the Seller and each Underwriter.
"Crossed Mortgage Loan" means any Mortgage Loan which is
cross-defaulted and cross-collateralized with any other Mortgage Loan.
"Cut-off Date" means, individually and collectively, the
applicable Due Dates for the respective Mortgage Loans occurring in September
2006 (or with respect to Mortgage Loans which had closing/funding dates in
September 2006, the respective closing/funding dates of such Mortgage Loans).
"Defect" shall have the meaning given such term in Section 7 of
this Agreement.
"Environmental Report" means the environmental audit report with
respect to each Mortgaged Property delivered to Seller in connection with the
related Mortgage, if any.
"Exception Report" means the exceptions with respect to the
representations and warranties made by Seller as to the Mortgage Loans in
Section 6(a)(xii) and under the written certificate described in Section
4(b)(iii) of this Agreement, which exceptions are set forth in Schedule V
attached hereto and made a part hereof.
"Initial Purchaser" means Credit Suisse Securities (USA) LLC.
"Initial Resolution Period" shall have the meaning given such term
in Section 7 of this Agreement.
"Loan Agreement" means, with respect to any Mortgage Loan, the
loan agreement, if any, between the related Mortgage Loan Originator and the
related Borrower, pursuant to which such Mortgage Loan was made.
"Material Breach" shall have the meaning given such term in
Section 7 of this Agreement.
"Material Defect" shall have the meaning given such term in
Section 7 of this Agreement.
"Mortgage File" means, collectively, the documents and instruments
pertaining to a Mortgage Loan required to be included in the related Mortgage
File pursuant to Section 3 of this Agreement (subject to the first proviso in
Section 1 of this Agreement).
"Mortgage Group" shall have the meaning given such term in Section
7 of this Agreement.
"Mortgage Loan" and "Mortgage Loans" shall have the respective
meanings given such terms in Recital II of this Agreement.
"Mortgage Loan Documents" means, collectively, the documents and
instruments pertaining to a Mortgage Loan to be included in either the related
Mortgage File or the related Servicer File.
"Mortgage Loan Originator" means any institution which originated
a Mortgage Loan for a related Borrower.
"Mortgage Loan Purchase Price" means the amount described in
Section 2 of this Agreement.
"Mortgage Loan Schedule" shall have the meaning given such term in
Recital II of this Agreement.
"Offering Circular" means the confidential offering circular dated
September 21, 2006, describing certain classes of the Private Certificates.
"Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement creating the Trust Fund and the interests therein, dated as of
September 1, 2006, among Depositor, the Master Servicers, the Special Servicers
and the Trustee, including, without limitation, the exhibits and schedules
annexed thereto.
"Primary Collateral" means with respect to any Crossed Mortgage
Loan, that portion of the Mortgaged Property designated as directly securing
such Crossed Mortgage Loan and excluding any Mortgaged Property as to which the
related lien may only be foreclosed upon by exercise of the
cross-collateralization provisions of such Crossed Mortgage Loan.
"Private Certificates" means the Certificates that are not
Publicly Offered Certificates.
"Prospectus" means the Prospectus dated September 8, 2006, that is
a part of Depositor's registration statement on Form S-3 (File No. 333-129918).
"Prospectus Supplement" means the Prospectus Supplement, dated
September 21, 2006, relating to the Publicly Offered Certificates.
"Publicly Offered Certificates" means the Class A-1, Class A-2,
Class A-AB, Class A-3, Class A-1-A, Class A-M and Class A-J Certificates.
"Servicer File" means, collectively, all documents, records and
copies pertaining to a Mortgage Loan which are required to be included in the
related Servicer File pursuant to Section 3.
"Trust Fund" shall have the meaning given such term in Recital II
of this Agreement.
"Trustee" shall have the meaning given such term in Section 1 of
this Agreement.
"Underwriters" means Credit Suisse Securities (USA) LLC, LaSalle
Financial Services, Inc., KeyBanc Capital Markets, Barclays Capital Inc.,
Wachovia Capital Markets, LLC and Greenwich Capital Markets, Inc.
"Underwriting Agreement" means the Underwriting Agreement, dated
September 21, 2006, between Depositor and the Underwriters.
SCHEDULE II
MORTGAGE LOAN SCHEDULE
See Attached.
SCHEDULE III
MORTGAGE LOANS CONSTITUTING MORTGAGE GROUPS
Group1 Loan Name Cutoff Balance Loan Seller
------ -------------------------------- -------------- -----------
1. The Cottages of Fall Creek $28,150,000 Column
2. The Orchard Apartments $11,300,000 Column
3. Briarwood Apartments $7,050,000 Column
SCHEDULE IV
MORTGAGE LOANS WITH LOST NOTES
Sylmar Mobile Home Park
SCHEDULE V
EXCEPTIONS TO SELLER'S
REPRESENTATIONS AND WARRANTIES
Reference is made to the Representations and Warranties set forth
in Exhibit A attached hereto corresponding to the paragraph numbers set forth
below:
Exception to representation (i)
Xxxx-Xxxxxxx South Beach - Column Financial, Inc. and
Barclays Capital Real Estate Inc. were co-owners of the related Mortgage Loan
immediately prior to the sale, transfer and assignment to Depositor.
Exception to representation (iv)
Xxxx-Xxxxxxx South Beach - Pursuant to the loan agreement,
transfers are subject to the right retained by Column Financial, Inc. and
Barclays Capital Real Estate Inc. to appoint a successor borrower in the event
the borrower elects to defease the loan.
Exception to representation (vii)
Ritz Carlton South Beach - Pursuant to the related loan
documents, all revenues from The Xxxx-Xxxxxxx South Beach Property are collected
and then allocated by The Xxxx-Xxxxxxx South Beach Property Manager on a monthly
basis as follows: (a) payment of ground rent, (b) payment of insurance premiums,
(c) payment of hotel operating expenses, base management fee, and funds
sufficient to maintain the requisite working capital, (d) payment of the FF&E,
(e) payment of debt service and taxes, (f) subject to the owner's priority,
payment of any incentive fees to The Xxxx-Xxxxxxx South Beach Property Manager
and (g) payment of all excess amounts to the cash management account controlled
by the lender. After payment of all sums required to be paid under The
Xxxx-Xxxxxxx South Beach Loan, all excess amounts, if any, are required to be
distributed to the borrower provided that no cash trap period is then in effect.
Exception to representation (xxii)
Xxxx-Xxxxxxx South Beach - There is a borrower controlled
escrow to be used for litigation related legal expenses and renovation of income
producing areas of the property. Certain escrows are held by the property
manager pursuant to the applicable loan documents and the property management
agreement.
Exception to representation (xxiii)
Ocean Drive Apartments - The related lender has approved
80% co-insurance for windstorm coverage through the Texas Windstorm Insurance
Association.
Ritz Carlton South Beach - The applicable loan documents
provide that so long as the current manager or an applicable Marriott entity is
managing the property, the borrower may satisfy its insurance requirement under
the loan documents by causing the property manager to maintain a qualified
insurance program, which means a blanket insurance program maintained by
Marriott or its subsidiaries providing insurance coverage on the property
required in the management agreement in effect as of the date of the closing of
the loan.
The insurer providing the qualified insurance program is
required to have an "A" rating or better from S&P; provided, however, that if
the insurer fails to have at least an "A" rating, then such program shall be
credit enhanced within such blanket insurance program.
The amount of "all-risk" insurance is not linked to the
principal amount of the loan; rather, (a) if the borrower is providing such
insurance, the applicable loan documents link the "all-risk" insurance to the
replacement cost and the co-insurance requirements, or (b) if insurance if being
provided under a qualified insurance program, the management agreement links the
"all-risk" insurance to the replacement cost.
Exception to representation (xxviii)
500 Sansome Office - Certain transfers of ownership
interests in the related borrower are permitted under the loan documents.
Carlton Hotel on Madison - Certain transfers of ownership
interests in the related borrower are permitted under the loan documents.
Iowa State Student Housing - The related mezzanine lender
may foreclose on the membership interests of the related borrower subject to
conditions set forth in the loan documents.
Exception to representation (xxxi)(I)
Xxxx-Xxxxxxx South Beach - The ground lease is silent with
respect to subletting.
Exception to representation (xxxi)(K)
Xxxx-Xxxxxxx South Beach - The ground lease does not
provide for the related termination and modification option prohibitions in the
last sentence.
Exception to representation (xxxviii)
Xxxx-Xxxxxxx South Beach - The applicable loan documents
provide that the borrower has not and shall not incur any debt or financial
obligations except (a) such other liabilities that are disclosed in or are
permitted pursuant to the loan documents including (i) expenses incurred in
connection with the operation of the Property and paid under the Management
Agreement (ii) liabilities which in the aggregate do not exceed $1,000,000 or
(iii) liabilities that would not cause a material diminution in value of the
Property, and (b) loans by the limited partners of the borrower to the borrower
to the extent such loans are unsecured and payable only to extent of available
cash, have no remedies or rights against the borrower when the loan is
outstanding, are subordinate in all respects to the rights of the lender and are
not transferable except to a person that acquires the equity interest of such
limited partner.
Exception to representation (xxxix)
Xxxx-Xxxxxxx South Beach - Many of the licenses, permits,
consents and approvals are held by and are in the name of the related hotel
property manager.
Exception to representation (xl)
The Plaza Evergreen Park - A portion of the related
Mortgaged Property is not currently taxed as a separate tax parcel. However, the
related borrower has filed an appropriate application with the applicable
governmental authority (Xxxx County, Illinois) to establish such portion as a
separate tax parcel. If the application is not approved prior to the due date
for 2006 taxes, the related lender is required to escrow an amount sufficient to
cover the entire tax parcel (of which the subject portion is a part).
Exception to representation (xli)
Xxxx-Xxxxxxx South Beach - A portion of the property is
located in flood zone AE, and the related insurance coverage is subject to the
exception above with regard to representation (xxiii).
Exception to representation (xliii)
City Club Hotel - There is pending litigation against
Shelby Realty LLC, Forthright Development Company LLC and Metropolitan Hotels
LLC. The related borrower has entered into an indemnification agreement with
Shelby Realty LLC and a $1,700,000 reserve was held back at closing to cover
litigation expenses.
Exception to representation (xlviii)
Xxxxxxx & Xxxxx FX3 - If the amount of insurance proceeds
is less than $250,000 and the costs of restoration are less than $250,000, the
insurance proceeds are required under the loan documents to be disbursed to the
related borrower to be used for restoration.
Xxxxxxx & Xxxxx FX5 - If the amount of insurance proceeds
is less than $250,000 and the costs of restoration are less than $250,000, the
insurance proceeds are required under the loan documents to be disbursed to the
related borrower to be used for restoration.
Exception to representation (liv)
Xxxx-Xxxxxxx South Beach - With respect to clause (A), the
borrower is liable for the misappropriation or conversion by the borrower of (a)
any insurance proceeds paid by reason of any casualty, (b) any awards received
in connection with a condemnation, (c) any rents following an event of default,
(d) any rents (other than advanced bookings received by the property manager
pursuant to the management agreement paid more than one month in advance) or (e)
funds in the segregated account defined in the loan documents. The borrower
shall not be liable for any event or action that is caused or taken by the
property manager provided that the borrower exercises its remedies under the
management agreement.
EXHIBIT A
REPRESENTATIONS AND WARRANTIES OF SELLER
REGARDING THE MORTGAGE LOANS
For purposes of these representations and warranties, the phrase
"to the knowledge of Seller" or "to Seller's knowledge" shall mean, except where
otherwise expressly set forth below, the actual state of knowledge of Seller or
any servicer acting on its behalf regarding the matters referred to, in each
case without having conducted any independent inquiry or due diligence with
respect to such matters and without any actual or implied obligation to make
such inquiry or perform such due diligence, other than making such inquiry or
performing such due diligence as would be customarily performed by prudent
commercial or multifamily mortgage lenders or servicers (as the case may be)
with respect to similar mortgage loans or mortgaged properties. All information
contained in documents which are part of or required to be part of a Mortgage
File shall be deemed to be within the knowledge of Seller. Wherever there is a
reference to receipt by, or possession of, Seller of any information or
documents, or to any action taken by Seller or not taken by Seller, such
reference shall include the receipt or possession of such information or
documents by, or the taking of such action or the not taking of such action by,
either Seller or any servicer acting on its behalf.
Seller hereby represents and warrants, subject to the exceptions
set forth in the Exception Report annexed to this Agreement as Schedule V, with
respect to the Mortgage Loans that as of the date hereinbelow specified or, if
no such date is specified, as of the date of this Agreement:
(i) Immediately prior to the sale, transfer and assignment to
Depositor, no Note or Mortgage was subject to any assignment (other than
assignments which show a complete chain of assignment to Seller), participation
or pledge, and Seller had good and marketable title to, and was the sole owner
of, the related Mortgage Loan;
(ii) Each Mortgage Loan was either:
(A) originated by a savings and loan association, savings bank,
commercial bank, credit union, or insurance company, which
is supervised and examined by a Federal or State authority,
or by a mortgagee approved by the Secretary of Housing and
Urban Development pursuant to Sections 203 and 211 of the
National Housing Act (any of the foregoing, including
Seller, a "Qualified Originator"); or
(B) if originated by a person which is not a Qualified
Originator (any such person, a "Non-Qualified Originator"),
then:
1. such Mortgage Loan was underwritten in accordance
with standards established by a Qualified
Originator, using application forms and related
credit documents approved by the Qualified
Originator;
2. the Qualified Originator approved each application
and related credit documents before a commitment by
the Non-Qualified Originator was issued, and no such
commitment was issued until the Qualified Originator
agreed to fund such Mortgage Loan;
3. the Mortgage Loan was originated by the
Non-Qualified Originator pursuant to an ongoing,
standing relationship with the Qualified Originator;
and
4. the closing documents for the Mortgage Loan were
prepared on forms approved by the Qualified
Originator, and, pursuant to the Non-Qualified
Originator's ongoing, standing relationship with the
Qualified Originator, either:
(x) such closing documents reflect the Qualified
Originator as the original mortgagee, and
such Mortgage Loan was actually funded by the
Qualified Originator at the closing thereof;
(y) such closing documents reflect the
Non-Qualified Originator as the original
mortgagee, but include assignment documents
executed by the Non-Qualified Originator in
favor of the Qualified Originator at the time
of the closing of the Mortgage Loan,
reflecting the Qualified Originator as the
successor and assign to the Non-Qualified
Originator, and the Mortgage Loan was funded
initially by the Non-Qualified Originator at
the closing thereof and then acquired by the
Qualified Originator from such Non-Qualified
Originator; or
(z) such closing documents reflect the
Non-Qualified Originator as the original
mortgagee, but include assignment documents
executed by the Non-Qualified Originator in
favor of the Qualified Originator at the time
of the closing of the Mortgage Loan,
reflecting the Qualified Originator as the
successor and assign to the Non-Qualified
Originator, and the Mortgage Loan was funded
initially by the Qualified Originator at the
closing thereof and then acquired by the
Qualified Originator from such Non-Qualified
Originator.
(iii) Seller has full right and authority to sell, assign and
transfer such Mortgage Loan and the assignment to Depositor constitutes a legal,
valid and binding assignment of such Mortgage Loan;
(iv) Seller is transferring such Mortgage Loan free and clear of
any and all liens, pledges, charges or any other interests or security interests
of any nature encumbering such Mortgage Loan, except for interests in servicing
rights created or granted under the Pooling and Servicing Agreement,
subservicing agreements and/or servicing rights purchase agreements being
executed and delivered in connection herewith;
(v) To Seller's knowledge, based on the related borrower's
representations and covenants in the related mortgage loan documents and such
other due diligence as a reasonably prudent commercial mortgage lender would
deem appropriate, the borrower, lessee and/or operator was in possession of all
licenses, permits, and authorizations then required for use of the Mortgaged
Property which were valid and in full force and effect as of the origination
date and, to Seller's actual knowledge, such licenses, permits and
authorizations are still valid and in full force and effect;
(vi) Each related Note, Mortgage, Assignment of Leases (if any)
and other agreement executed by or for the benefit of the related borrower, any
guarantor or their successors or assigns in connection with such Mortgage Loan
is the legal, valid and binding obligation of the related borrower, enforceable
in accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws affecting the
enforcement of creditors' rights or by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at
law); and there is no right of offset, rescission, abatement or diminution or
valid defense or counterclaim available to the related borrower with respect to
such Note, Mortgage, Assignment of Leases and other agreements, except as the
enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws affecting the enforcement of creditors' rights or by
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law);
(vii) The Mortgage File contains an Assignment of Leases, either
as a separate instrument or incorporated into the related Mortgage. Each related
Assignment of Leases creates a valid first priority collateral assignment of, or
a valid first priority lien or security interest in, certain rights under the
related lease or leases, subject only to a license granted to the related
borrower to exercise certain rights and to perform certain obligations of the
lessor under such lease or leases, including the right to operate the related
leased property, except as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting the enforcement
of creditors' rights or by general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law); no
person other than the related borrower owns any interest in any payments due
under such lease or leases that is superior to or of equal priority with the
lender's interest therein;
(viii) Each related assignment of Mortgage from Seller to the
Trustee and related assignment of the Assignment of Leases, if the Assignment of
Leases is a separate document from the Mortgage, is in recordable form (but for
the insertion of the name and address of the assignee and any related recording
information, which is not yet available to Seller), and such assignments and any
assignment of any other agreement executed by or for the benefit of the related
borrower, any guarantor or their successors or assigns in connection with such
Mortgage Loan from Seller to the Trustee constitutes the legal, valid and
binding assignment from Seller to the Trustee, except as the enforcement thereof
may be limited by bankruptcy, insolvency, reorganization, liquidation,
receivership, moratorium or other laws relating to or affecting the enforcement
of creditors' rights or by general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law);
(ix) Since origination (A) except as set forth in the related
Mortgage File, such Mortgage Loan has not been modified, altered, satisfied,
canceled, subordinated or rescinded in whole or in part and (B) each related
Mortgaged Property has not been released, in whole or in part, from the lien of
the related Mortgage in any manner which materially interferes with the security
intended to be provided by such Mortgage; and since [_____], 2006, no waiver,
consent, modification, assumption, alteration, satisfaction, cancellation,
subordination or rescission which changes the terms of, or the security for, the
Mortgage Loan in any material respect has occurred or been given;
(x) Each related Mortgage is a valid and enforceable first lien on
the related Mortgaged Property (subject to Permitted Encumbrances (as defined
below)), except as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting the enforcement
of creditors' rights or by general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law), and
except that, in the case of the CBA Mortgage Loans the related Mortgage
encumbering the related Mortgaged Property also secures one or more other
mortgage loans; and such Mortgaged Property is free and clear of any mechanics'
and materialmen's liens which are prior to or equal with the lien of the related
Mortgage, except those which are insured against by a lender's title insurance
policy (as described below). A UCC Financing Statement has been filed and/or
recorded (or sent for filing or recording) in all places necessary to perfect a
valid security interest in the personal property necessary to operate the
Mortgaged Property as currently operated; and such security interest is a first
priority security interest, subject to any prior purchase money security
interest in such personal property, any personal property leases applicable to
such personal property and any other security interest in such personal property
which do not, individually or in the aggregate, materially interfere with the
security intended to be provided for such Mortgage Loan. Any security agreement,
chattel mortgage or equivalent document related to and delivered in connection
with the Mortgage Loan establishes and creates a valid and enforceable lien on
the property described therein, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws affecting the
enforcement of creditors' rights or by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at
law). In the case of any Mortgage Loan secured by a hotel, the related loan
documents contain such provisions as are necessary and UCC Financing Statements
have been filed as necessary, in each case, to perfect a valid first priority
security interest in the related operating revenues with respect to such
Mortgaged Property. Notwithstanding the foregoing, no representation is made as
to the perfection of any security interest in rent, operating revenues or other
personal property to the extent that possession or control of such items or
actions other than the filing of UCC Financing Statements are required in order
to effect such perfection;
(xi) Seller has not taken any action that would cause the
representations and warranties made by the related borrower in the related
Mortgage Loan Documents not to be true;
(xii) Seller has no knowledge that the material representations
and warranties made by the related borrower in the related Mortgage Loan
Documents are not true in any material respect;
(xiii) The lien of each related Mortgage is a first priority lien
on the fee or leasehold interest of the related borrower in the principal amount
of such Mortgage Loan or allocated loan amount of the portions of the Mortgaged
Property covered thereby (as set forth in the related Mortgage) after all
advances of principal and is insured by an ALTA lender's title insurance policy
(except that if such policy is yet to be issued, such insurance may be evidenced
by a "marked up" pro forma policy or title commitment in either case marked as
binding and countersigned by the title company or its authorized agent, either
on its face or by an acknowledged closing instruction or escrow letter), or its
equivalent as adopted in the applicable jurisdiction, insuring the named
mortgagee and its successors and assigns (as sole insured) as to such lien,
subject only to (A) the lien of current real property taxes, water charges,
sewer rents and assessments not yet delinquent or accruing interest or
penalties, (B) covenants, conditions and restrictions, rights of way, easements
and other matters of public record, none of which, individually or in the
aggregate, materially interferes with the current use of the Mortgaged Property
or the security intended to be provided by such Mortgage or with the borrower's
ability to pay its obligations when they become due or the value of the
Mortgaged Property, (C) the exceptions (general and specific) and exclusions set
forth in such policy, none of which, individually or in the aggregate,
materially interferes with the current general use of the Mortgaged Property or
materially interferes with the security intended to be provided by such Mortgage
or with the related borrower's ability to pay its obligations when they become
due or the value of the Mortgaged Property, (D) the rights of tenants, as
tenants only, under leases, including subleases, pertaining to the related
Mortgaged Property, (E) if the related Mortgage Loan is cross-collateralized
with any other Mortgage Loan, the lien of the mortgage instrument for that other
Mortgage Loan and (F) if the related Mortgaged Property is a unit in a
condominium, the related condominium declaration (items (A), (B), (C), (D), (E)
and (F) collectively, "Permitted Encumbrances"), and except that, in the case of
the CBA Mortgage Loans, the related Mortgage encumbering the related Mortgaged
Property also secures one or more other mortgage loans; and with respect to each
Mortgage Loan, such Permitted Encumbrances do not, individually or in the
aggregate, materially interfere with the security intended to be provided by the
related Mortgage, the current principal use of the related Mortgaged Property or
the current ability of the related Mortgaged Property to generate income
sufficient to service such Mortgage Loan; the premium for such policy was paid
in full; such policy (or if it is yet to be issued, the coverage to be afforded
thereby) is issued by a title insurance company licensed to issue policies in
the state in which the related Mortgaged Property is located (unless such state
is Iowa) and is assignable (with the related Mortgage Loan) to Depositor and the
Trustee without the consent of or any notification to the insurer, and is in
full force and effect upon the consummation of the transactions contemplated by
this Agreement; no claims have been made under such policy and Seller has not
undertaken any action or omitted to take any action, and has no knowledge of any
such act or omission, which would impair or diminish the coverage of such
policy;
(xiv) The proceeds of such Mortgage Loan have been fully disbursed
and there is no requirement for future advances thereunder, and no future
advances have been made which are not reflected in the related Mortgage File;
(xv) Except as set forth in a property inspection report or
engineering report prepared in connection with the origination of the Mortgage
Loan, as of the later of the date of origination of such Mortgage Loan or the
most recent inspection of the related Mortgaged Property by Seller, as
applicable, and to the knowledge of Seller as of the date hereof, each related
Mortgaged Property is free of any material damage that would affect materially
and adversely the use or value of such Mortgaged Property as security for the
Mortgage Loan (normal wear and tear excepted). If any of the inspection or
engineering reports referred to above in this paragraph (xv) revealed any
immediate repair items, then one of the following is true: (A) the repairs
and/or maintenance necessary to correct such condition have been completed in
all material respects; (B) an escrow of funds is required or a letter of credit
was obtained in an amount reasonably estimated to be sufficient to complete the
repairs and/or maintenance necessary to correct such condition; or (C) the
reasonable estimation at the time of origination of the Mortgage Loan of the
cost to complete the repairs and/or maintenance necessary to correct such
condition represented no more than the greater of (1) $50,000 and (2) 2% of the
value of the related Mortgaged Property as reflected in an appraisal conducted
in connection with the origination of the subject Mortgage Loan; as of the
closing date for each Mortgage Loan and, to Seller's knowledge, as of the date
hereof, there is no proceeding pending for the total or partial condemnation of
such Mortgaged Property that would have a material adverse effect on the use or
value of the Mortgaged Property;
(xvi) Seller has inspected or caused to be inspected each related
Mortgaged Property within the past twelve months, or the originator of the
Mortgage Loan inspected or caused to be inspected each related Mortgaged
Property within three months of origination of the Mortgage Loan;
(xvii) No Mortgage Loan has a shared appreciation feature, any
other contingent interest feature or a negative amortization feature other than
the ARD Loans which may have negative amortization from and after the related
Anticipated Repayment Date;
(xviii) Each Mortgage Loan is a whole loan, and neither the
Mortgage Loan nor the related Mortgage Loan Documents create or grant an equity
participation to the lender or any other party;
(xix) The Mortgage Rate (exclusive of any default interest, late
charges, or prepayment premiums) of such Mortgage Loan complied as of the date
of origination with, or was exempt from, applicable state or federal laws,
regulations and other requirements pertaining to usury. Except to the extent any
noncompliance did not materially and adversely affect the value of the related
Mortgaged Property, the security provided by the Mortgage or the related
borrower's operations at the related Mortgaged Property, any and all other
requirements of any federal, state or local laws, including, without limitation,
truth-in-lending, real estate settlement procedures, equal credit opportunity or
disclosure laws, applicable to such Mortgage Loan have been complied with as of
the date of origination of such Mortgage Loan;
(xx) Neither Seller nor, to Seller's knowledge, any originator,
committed any fraudulent acts during the origination process of any Mortgage
Loan and (i) the origination of each Mortgage Loan is in all respects legal,
proper and prudent in accordance with customary commercial mortgage lending
standards and (ii) the servicing and collection of each Mortgage Loan is in all
respects legal, proper and prudent in accordance with servicing standard and no
other person has been granted or conveyed the right to service the Mortgage
Loans or receive any consideration in connection therewith, except as provided
in the Pooling and Servicing Agreement or any permitted subservicing agreements
and/or servicing rights purchase agreements being executed and delivered in
connection therewith;
(xxi) All taxes and governmental assessments that became due and
owing prior to the date hereof with respect to each related Mortgaged Property
and that are or may become a lien of priority equal to or higher than the lien
of the related Mortgage have been paid or an escrow of funds has been
established and such escrow (including all escrow payments required to be made
prior to the delinquency of such taxes and assessments) is sufficient to cover
the payment of such taxes and assessments;
(xxii) All escrow deposits and payments required pursuant to each
Mortgage Loan are in the possession, or under the control, of Seller or its
agent and there are no deficiencies (subject to any applicable grace or cure
periods) in connection therewith, all such escrows and deposits are being
conveyed by Seller to Depositor and identified as such with appropriate detail,
and any and all requirements for the disbursement of any such escrows have been
complied with in all material respects;
(xxiii) Each related Mortgaged Property is insured by a fire and
extended perils insurance policy, issued by an insurer meeting the requirements
of the Pooling and Servicing Agreement, in an amount not less than the lesser of
the principal amount of the related Mortgage Loan and the replacement cost (with
no deduction for physical depreciation) and not less than the amount necessary
to avoid the operation of any co-insurance provisions with respect to the
related Mortgaged Property; each related Mortgaged Property is also covered by
business interruption or rental loss insurance which covers a period of not less
than 12 months and comprehensive general liability insurance in amounts
generally required by prudent commercial mortgage lenders for similar
properties; all Mortgaged Properties in California or in a seismic zone 4 or 5
have had a seismic assessment done and earthquake insurance was obtained to the
extent any such Mortgaged Property has a probable maximum loss in the event of
an earthquake of greater than twenty percent (20%) of the replacement value of
the related improvements; if the Mortgaged Property for any Mortgage Loan is
located within Florida or within 25 miles of the coast of North Carolina, South
Carolina, Georgia, Alabama, Mississippi, Louisiana or Texas, then, such
Mortgaged Property is insured by windstorm insurance in an amount at least equal
to the lesser of (i) the outstanding principal balance of such Mortgage Loan and
(ii) 100% of the insurable replacement cost of the improvements located on the
related Mortgaged Property; the Mortgaged Properties securing all of the
Mortgage Loans having a Cut-off Date Principal Balance in excess of $3,000,000
have, as of the date hereof, insurance policies in place with respect to acts of
terrorism or damage related thereto (excluding acts involving nuclear,
biological or chemical terrorism), except any such Mortgage Loans that are
listed on the applicable Exception Report. All premiums on such insurance
policies required to be paid as of the date hereof have been paid; such
insurance policies or the related insurance certificates require prior notice to
the insured of reduction in coverage, termination or cancellation, and no such
notice has been received by Seller; such insurance names the lender under the
Mortgage Loan and its successors and assigns as a named or additional insured;
each related Mortgage Loan obligates the related borrower to maintain all such
insurance and, at such borrower's failure to do so, authorizes the lender to
maintain such insurance at the borrower's cost and expense and to seek
reimbursement therefor from such borrower;
(xxiv) There is no monetary default, breach, violation or event of
acceleration existing under the related Mortgage Loan. To Seller's knowledge,
there is no (A) non-monetary default, breach, violation or event of acceleration
existing under the related Mortgage Loan or (B) event (other than payments due
but not yet delinquent) which, with the passage of time or with notice and the
expiration of any grace or cure period, would constitute a default, breach,
violation or event of acceleration, which default, breach, violation or event of
acceleration, in the case of either (A) or (B), would materially and adversely
affect the use or value of the Mortgage Loan or the related Mortgaged Property.
Notwithstanding the foregoing, this representation and warranty does not address
or otherwise cover any default, breach, violation or event of acceleration that
specifically pertains to any matter otherwise covered by any other
representation or warranty made by Seller elsewhere in this Exhibit A or the
Exception Report;
(xxv) No Mortgage Loan has been more than 30 days delinquent in
making required payments since origination and as of the Cut-off Date no
Mortgage Loan is 30 or more days delinquent in making required payments;
(xxvi) (A) Each related Mortgage contains provisions so as to
render the rights and remedies of the holder thereof adequate for the practical
realization against the Mortgaged Property of the principal benefits of the
security, including realization by judicial or, if applicable, non-judicial
foreclosure or, subject to applicable state law requirements, appointment of a
receiver, and (B) there is no exemption available to the borrower which would
interfere with such right to foreclose, except, in the case of either (A) or
(B), as the enforcement of the Mortgage may be limited by bankruptcy,
insolvency, reorganization, moratorium, redemption or other laws affecting the
enforcement of creditors' rights or by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at
law). No borrower is a debtor in a state or federal bankruptcy or insolvency
proceeding;
(xxvii) At origination, each borrower represented and warranted in
all material respects that to its knowledge, except as set forth in certain
environmental reports and, except as commonly used in the operation and
maintenance of properties of similar kind and nature to the Mortgaged Property,
in accordance with prudent management practices and applicable law, and in a
manner that does not result in any contamination of the Mortgaged Property, it
has not used, caused or permitted to exist and will not use, cause or permit to
exist on the related Mortgaged Property any hazardous materials in any manner
which violates federal, state or local laws, ordinances, regulations, orders,
directives or policies governing the use, storage, treatment, transportation,
manufacture, refinement, handling, production or disposal of hazardous materials
or other environmental laws; and the related borrower agreed to indemnify,
defend and hold the mortgagee and its successors and assigns harmless from and
against losses, liabilities, damages, injuries, penalties, fines, expenses, and
claims of any kind whatsoever (including attorneys' fees and costs) paid,
incurred or suffered by, or asserted against, any such party resulting from a
breach of the foregoing representations, warranties or covenants given by the
borrower in connection with such Mortgage Loan. A Phase I environmental report
(or, with respect to residential cooperative loans with an original principal
balance of $350,000 or less, a transaction screen meeting ASTM standards) and,
with respect to certain Mortgage Loans, a Phase II environmental report was
conducted by a reputable independent environmental consulting firm in connection
with such Mortgage Loan, which report (or transaction screen) did not indicate
any material non-compliance with applicable environmental laws or material
existence of hazardous materials or, if any material non-compliance or material
existence of hazardous materials was indicated in any such report (or
transaction screen), then at least one of the following statements is true: (A)
funds reasonably estimated to be sufficient to cover the cost to cure any
material non-compliance with applicable environmental laws or material existence
of hazardous materials have been escrowed by the related borrower and held by
the related mortgagee; (B) if the environmental report recommended an operations
and maintenance plan, but not any material expenditure of funds, an operations
and maintenance plan has been required to be obtained by the related borrower;
(C) the environmental condition identified in the related environmental report
was remediated or abated in all material respects prior to the date hereof; (D)
a no further action or closure letter was obtained from the applicable
governmental regulatory authority (or the environmental issue affecting the
related Mortgaged Property was otherwise listed by such governmental authority
as "closed"); (E) such conditions or circumstances identified in the Phase I
environmental report were investigated further and based upon such additional
investigation, an environmental consultant recommended no further investigation
or remediation; (F) a party unrelated to the borrower with financial resources
reasonably estimated to be adequate to cure the condition or circumstance
provided a guaranty or indemnity to the related borrower to cover the costs of
any required investigation, testing, monitoring or remediation; (G) the
expenditure of funds reasonably estimated to be necessary to effect such
remediation is not greater than two percent (2%) of the outstanding principal
balance of the related Mortgage Loan; or (H) a lender's environmental insurance
policy was obtained and is a part of the related Mortgage File. Notwithstanding
the preceding sentence, with respect to certain Mortgage Loans with an original
principal balance of less than $4,000,000, no environmental report may have been
obtained, but (in such cases where a Phase I environmental report was not
obtained) a lender's secured creditor impaired property environmental insurance
policy was obtained with respect to each such Mortgage Loan. Each of such
secured creditor impaired property environmental insurance policies is a part of
the related Mortgage File. Each of such environmental insurance policies is in
full force and effect, is in an amount not less than the 100% of the balance of
the related Mortgage Loan, and has a term extending not less than five years
after the maturity date of the related Mortgage Loan; the premiums for such
policies have been paid in full; the Trustee is named as an insured under each
of such policies; and Seller has delivered to the insurer all related
environmental reports in its possession. To Seller's knowledge, in reliance on
the environmental reports referred to in the second sentence of this paragraph
(xxvii) and except as set forth in such environmental reports, each Mortgaged
Property is in material compliance with all applicable federal, state and local
environmental laws, and to Seller's knowledge, no notice of violation of such
laws has been issued by any governmental agency or authority, except, in all
cases, as indicated in such environmental reports or other documents previously
provided to the Rating Agencies; and Seller has not taken any action which would
cause the Mortgaged Property to not be in compliance with all federal, state and
local environmental laws pertaining to environmental hazards;
(xxviii) (1) Each Mortgage Loan contains provisions for the
acceleration of the payment of the unpaid principal balance of such Mortgage
Loan if, without the consent of the holder of the Mortgage (and the Mortgage
requires the mortgagor to pay all fees and expenses associated with obtaining
such consent), the related Mortgaged Property is directly or indirectly
transferred or sold, and (2) except with respect to transfers of certain
interests in the related borrower to persons already holding interests in the
borrower, their family members, affiliated companies and other estate planning
related transfers that satisfy certain criteria specified in the related
Mortgage (which criteria is consistent with the practices of prudent commercial
mortgage lenders) or any transfers in connection with the death or disability of
owners of the borrower or, if the related Mortgaged Property is a residential
cooperative property, transfers of stock of the related borrower in connection
with the assignment of a proprietary lease for a unit in the related Mortgaged
Property by a tenant-shareholder of the related borrower to other persons who by
virtue of such transfers become tenant-shareholders in the related borrower,
each Mortgage Loan also contains the provisions for the acceleration of the
payment of the unpaid principal balance of such Mortgage Loan if, without the
consent of the holder of the Mortgage (and the Mortgage requires the mortgagor
to pay all fees and expenses associated with obtaining such consent), a majority
interest in the related borrower is directly or indirectly transferred or sold;
(xxix) All improvements included in the related appraisal are
within the boundaries of the related Mortgaged Property, except for
encroachments onto adjoining parcels for which Seller has obtained title
insurance against losses arising therefrom or that do not materially and
adversely affect the use or value of such Mortgaged Property. No improvements on
adjoining parcels encroach onto the related Mortgaged Property except for
encroachments that do not materially and adversely affect the value of such
Mortgaged Property, the security provided by the Mortgage, the current use of
the Mortgaged Property, or the related borrower's operations at the Mortgaged
Property;
(xxx) The information pertaining to the Mortgage Loans which is
set forth in the Mortgage Loan Schedule attached as an exhibit to this Agreement
is complete and accurate in all material respects as of the dates of the
information set forth therein (or, if not set forth therein, as of the Cut-off
Date);
(xxxi) With respect to any Mortgage Loan where all or any portion
of the estate of the related borrower therein is a leasehold estate under a
ground lease, and the related Mortgage does not also encumber the related
lessor's fee interest in such Mortgaged Property, based upon the terms of the
ground lease and any estoppel received from the ground lessor, Seller represents
and warrants that:
(A) The ground lease or a memorandum regarding such ground
lease has been duly recorded. The ground lease permits the
interest of the lessee to be encumbered by the related
Mortgage and does not restrict the use of the related
Mortgaged Property by such lessee, its successors or
assigns in a manner that would adversely affect the
security provided by the related Mortgage. To Seller's
knowledge, there has been no material change in the terms
of the ground lease since its recordation, except by any
written instruments which are included in the related
mortgage file;
(B) The lessor under such ground lease has agreed in a writing
included in the related mortgage file that the ground lease
may not be amended, modified, canceled or terminated
without the prior written consent of the lender and that
any such action without such consent is not binding on the
lender, its successors or assigns;
(C) The ground lease has an original term (or an original term
plus one or more optional renewal terms, which, under all
circumstances, may be exercised, and would be enforceable,
by the lender) that extends not less than 10 years beyond
the amortization term of the related Mortgage Loan;
(D) Based on the title insurance policy (or binding commitment
therefor) obtained by Seller, the ground lease is not
subject to any liens or encumbrances superior to, or of
equal priority with, the Mortgage, subject to Permitted
Encumbrances and liens that encumber the ground lessor's
fee interest;
(E) Under the terms of the ground lease, the ground lease is
assignable to the lender and its assigns without the
consent of the lessor thereunder;
(F) The ground lease is in full force and effect, Seller has no
actual knowledge that any default beyond applicable notice
and grace periods has occurred, and to Seller's knowledge,
there is no existing condition which, but for the passage
of time or giving of notice, would result in a default
under the terms of the ground lease;
(G) The ground lease or ancillary agreement, which is part of
the Mortgage File, between the lessor and the lessee
requires the lessor to give notice of any default by the
lessee to the lender;
(H) The lender is permitted a reasonable opportunity
(including, where necessary, sufficient time to gain
possession of the interest of the lessee under the ground
lease through legal proceedings, or to take other action so
long as the lender is proceeding diligently) to cure any
default under the ground lease which is curable after the
receipt of notice of any default before the lessor may
terminate the ground lease. All rights of the lender under
the ground lease and the related Mortgage (insofar as it
relates to the ground lease) may be exercised by or on
behalf of the lender;
(I) The ground lease does not impose any restrictions on
subletting that would be viewed as commercially
unreasonable by a prudent commercial mortgage lender. The
lessor is not permitted to disturb the possession, interest
or quiet enjoyment of any subtenant of the lessee in the
relevant portion of the Mortgaged Property subject to the
ground lease for any reason, or in any manner, which would
adversely affect the security provided by the related
Mortgage;
(J) Under the terms of the ground lease and the related
Mortgage, any related insurance proceeds or condemnation
award (other than in respect of a total or substantially
total loss or taking) will be applied either to the repair
or restoration of all or part of the related Mortgaged
Property, with the lender or a trustee appointed by it
having the right to hold and disburse such proceeds as
repair or restoration progresses (except in such cases
where a provision entitling another party to hold and
disburse such proceeds would not be viewed as commercially
unreasonable by a prudent commercial mortgage lender), or
to the payment of the outstanding principal balance of the
Mortgage Loan, together with any accrued interest, except
that in the case of condemnation awards, the ground lessor
may be entitled to a portion of such award;
(K) Under the terms of the ground lease and the related
Mortgage, any related insurance proceeds, or condemnation
award in respect of a total or substantially total loss or
taking of the related Mortgaged Property will be applied
first to the payment of the outstanding principal balance
of the Mortgage Loan, together with any accrued interest
(except as provided by applicable law or in cases where a
different allocation would not be viewed as commercially
unreasonable by a prudent commercial mortgage lender,
taking into account the relative duration of the ground
lease and the related Mortgage and the ratio of the market
value of the related Mortgaged Property to the outstanding
principal balance of such Mortgage Loan). Until the
principal balance and accrued interest are paid in full,
neither the lessee nor the lessor under the ground lease
will have an option to terminate or modify the ground lease
without the prior written consent of the lender as a result
of any casualty or partial condemnation; and
(L) Provided that the lender cures any defaults which are
susceptible to being cured, the lessor has agreed to enter
into a new lease upon termination of the ground lease for
any reason, including rejection of the ground lease in a
bankruptcy proceeding;
(xxxii) With respect to any Mortgage Loan where all or a material
portion of the estate of the related borrower therein is a leasehold estate, but
the related Mortgage also encumbers the related lessor's fee interest in such
Mortgaged Property: (A) such lien on the related fee interest is evidenced by
the related Mortgage, (B) such Mortgage does not by its terms provide that it
will be subordinated to the lien of any other mortgage or encumbrance upon such
fee interest, (C) upon the occurrence of a default under the terms of such
Mortgage by the related borrower, any right of the related lessor to receive
notice of, and to cure, such default granted to such lessor under any agreement
binding upon the lender would not be considered commercially unreasonable in any
material respect by prudent commercial mortgage lenders, (D) the related lessor
has agreed in a writing included in the related Mortgage File that the related
ground lease may not be amended or modified without the prior written consent of
the lender and that any such action without such consent is not binding on the
lender, its successors or assigns, and (E) the related ground lease is in full
force and effect, and Seller has no actual knowledge that any default beyond
applicable notice and grace periods has occurred or that there is any existing
condition which, but for the passage of time or giving of notice, would result
in a default under the terms of such ground lease;
(xxxiii) Except in the case of the CBA Mortgage Loans with respect
to those Mortgage Loans that are cross-collateralized or cross-defaulted, all
other loans that are cross-collateralized or cross-defaulted with such Mortgage
Loans are being transferred to Depositor hereunder;
(xxxiv) Neither Seller nor any affiliate thereof has any
obligation to make any capital contribution to any borrower under a Mortgage
Loan, other than contributions made on or prior to the date hereof;
(xxxv) (A) The Mortgage Loan is directly secured by a Mortgage on
a commercial property or multifamily residential property, and (B) the fair
market value of such real property, as evidenced by an appraisal satisfying the
requirements of FIRREA conducted within 12 months of the origination of the
Mortgage Loan, was at least equal to 80% of the principal amount of the Mortgage
Loan (1) at origination (or if the Mortgage Loan has been modified in a manner
that constituted a deemed exchange under Section 1001 of the Code at a time when
the Mortgage Loan was not in default or default with respect thereto was not
reasonably foreseeable, the date of the last such modification) or (2) at the
date hereof; provided that the fair market value of the real property must first
be reduced by (x) the amount of any lien on the real property interest that is
senior to the Mortgage Loan and (y) a proportionate amount of any lien that is
in parity with the Mortgage Loan (unless such other lien secures a Mortgage Loan
that is cross-collateralized with such Mortgage Loan, in which event the
computation described in (B) shall be made on an aggregated basis);
(xxxvi) There are no subordinate mortgages encumbering the related
Mortgaged Property, nor are there any preferred equity interests held by the
lender or any mezzanine debt related to such Mortgaged Property, except as set
forth in the Prospectus Supplement, in this Exhibit A or in the Exception
Report;
(xxxvii) Except in cases where the related Mortgaged Property is a
residential cooperative property, the Mortgage Loan Documents executed in
connection with each Mortgage Loan having an original principal balance in
excess of $5,000,000 require that the related borrower be a Single-Purpose
Entity (for this purpose, "Single-Purpose Entity" shall mean an entity, other
than an individual, having organizational documents which provide substantially
to the effect that it is formed or organized solely for the purpose of owning
and operating one or more Mortgaged Properties, is prohibited from engaging in
any business unrelated to such property and the related Mortgage Loan, does not
have any assets other than those related to its interest in the related
Mortgaged Property or its financing, or any indebtedness other than as permitted
under the related Mortgage Loan). To Seller's actual knowledge, each borrower
has fully complied with the requirements of the related Note and Mortgage and
borrower's organizational documents regarding Single-Purpose Entity status;
(xxxviii) Except in cases where the related Mortgaged Property is
a residential cooperative property, each Mortgage Loan prohibits the related
borrower from mortgaging or otherwise encumbering the Mortgaged Property, or any
controlling equity interest in the borrower, without the prior written consent
of the mortgagee or the satisfaction of debt service coverage or similar
criteria specified in the Note or Mortgage which would be acceptable to a
reasonably prudent commercial mortgage lender, and, except in connection with
trade debt and equipment financings in the ordinary course of borrower's
business, from carrying any additional indebtedness, except, in each case, liens
contested in accordance with the terms of the Mortgage Loans or, with respect to
each Mortgage Loan having an original principal balance of less than $4,000,000,
any unsecured debt;
(xxxix) Each borrower covenants in the Mortgage Loan Documents
that it shall remain in material compliance with all material licenses, permits
and other legal requirements necessary and required to conduct its business;
(xl) Each Mortgaged Property (A) is located on or adjacent to a
dedicated road, or has access to an irrevocable easement permitting ingress and
egress, (B) is served by public utilities and services generally available in
the surrounding community or otherwise appropriate for the use in which the
Mortgaged Property is currently being utilized, and (C) constitutes one or more
separate tax parcels or is covered by an endorsement with respect to the matters
described in (A), (B) or (C) under the related title insurance policy (or the
binding commitment therefor);
(xli) Based solely on a flood zone certification or a survey of
the related Mortgaged Property, if any portion of the improvements on the
Mortgaged Property is located in an area identified by the Federal Emergency
Management Agency or the Secretary of Housing and Urban Development as having
special flood hazards categorized as Zone "A" or Zone "V" and flood insurance is
available, the terms of the Mortgage Loan require the borrower to maintain flood
insurance, or at such borrower's failure to do so, authorizes the lender to
maintain such insurance at the cost and expense of the borrower and such
insurance is in full force and effect in an amount not less than the lesser of
(A) the replacement cost of the material improvements on such Mortgaged
Property, (B) the balance of the Mortgage Loan and (C) the maximum amount of
insurance available under the applicable National Flood Insurance Administration
Program;
(xlii) With respect to each Mortgage which is a deed of trust, a
trustee, duly qualified under applicable law to serve as such, currently so
serves and is named in the deed of trust or has been substituted in accordance
with applicable law or may be substituted in accordance with applicable law by
the related mortgagee, and except in connection with a trustee's sale after a
default by the related borrower, no fees are payable to such trustee, and such
fees payable are payable by the borrower;
(xliii) Except as disclosed in the Exception Report to this
Agreement, to the knowledge of Seller as of the date hereof, there was no
pending action, suit or proceeding, arbitration or governmental investigation
against any borrower or Mortgaged Property, an adverse outcome of which would
materially and adversely affect such borrower's ability to perform under the
related Mortgage Loan;
(xliv) No advance of funds has been made by Seller to the related
borrower (other than mezzanine debt and the acquisition of preferred equity
interests by the preferred equity interest holder, as disclosed in the
Prospectus Supplement), and no funds have, to Seller's knowledge, been received
from any person other than, or on behalf of, the related borrower, for, or on
account of, payments due on the Mortgage Loan;
(xlv) To the extent required under applicable law, as of the
Cut-off Date or as of the date that such entity held the Note, each holder of
the Note was authorized to transact and do business in the jurisdiction in which
each related Mortgaged Property is located, or the failure to be so authorized
did not materially and adversely affect the enforceability of such Mortgage
Loan;
(xlvi) All collateral for the Mortgage Loans is being transferred
as part of the Mortgage Loans;
(xlvii) Except as disclosed in the Exception Report or the
Prospectus Supplement with respect to the Crossed Mortgage Loans and Mortgage
Loans secured by multiple, non-contiguous real properties, no Mortgage Loan
requires the lender to release any portion of the Mortgaged Property from the
lien of the related Mortgage except upon (A) payment in full or defeasance of
the related Mortgage Loan, (B) the satisfaction of certain legal and
underwriting requirements that would be customary for prudent commercial
mortgage lenders, which in all events include payment of a release price at
least 125% of the appraised value of the property to be released or of the
allocated loan amount of such property, (C) releases of unimproved out-parcels
or (D) releases of other portions of the Mortgaged Property which will not have
a material adverse effect on the use or value of the collateral for the related
Mortgage Loan and which were given no value in the appraisal of the Mortgaged
Property or of that portion of the Mortgaged Property used to calculate the
loan-to-value ratio of the Mortgaged Property for underwriting purposes. No
release or partial release of any Mortgaged Property, or any portion thereof,
expressly permitted or required pursuant to the terms of any Mortgage Loan would
constitute a significant modification of the related Mortgage Loan under Treas.
Reg. Section 1.860G-2(b)(2);
(xlviii) Any insurance proceeds in respect of a casualty loss or
taking will be applied either to (A) the repair or restoration of all or part of
the related Mortgaged Property, with, in the case of all casualty losses or
takings in excess of a specified amount or percentage of the related loan amount
that a prudent commercial lender would deem satisfactory and acceptable, the
lender (or a trustee appointed by it) having the right to hold and disburse such
proceeds as the repair or restoration progresses (except in any case where a
provision entitling another party to hold and disburse such proceeds would not
be viewed as commercially unreasonable by a prudent commercial mortgage lender)
or (B) to the payment of the outstanding principal balance of such Mortgage Loan
together with any accrued interest thereon;
(xlix) Each UCC Financing Statement, if any, filed with respect to
personal property constituting a part of the related Mortgaged Property and each
assignment, if any, of such UCC Financing Statement to Seller was, and each
assignment, if any, of such UCC Financing Statement in blank which the Trustee
or its designee is authorized to complete (but for the insertion of the name of
the assignee and any related filing information which is not yet available to
Seller) is, in suitable form for filing in the filing office in which such UCC
Financing Statement was filed;
(l) To Seller's knowledge, (A) each commercial lease covering more
than 10% (20% in the case of any Mortgage Loan having an original principal
balance less than $2,500,000) of the net leaseable area of the related Mortgaged
Property is in full force and effect and (B) there exists no default under any
such commercial lease either by the lessee thereunder or by the related borrower
that could give rise to the termination of such lease;
(li) Based upon an opinion of counsel and/or other due diligence
considered reasonable by prudent commercial mortgage lenders in the lending area
where the subject property is located, the improvements located on or forming
part of each Mortgaged Property comply with applicable zoning laws and
ordinances, or constitute a legal non-conforming use or structure or, if any
such improvement does not so comply, such non-compliance does not materially and
adversely affect the value of the related Mortgaged Property. With respect to
Mortgage Loans with a Cut-off Date Principal Balance of over $10,000,000, if the
related Mortgaged Property does not so comply, to the extent Seller is aware of
such non-compliance, it has required the related borrower to obtain law and
ordinance insurance coverage in amounts customarily required by prudent
commercial mortgage lenders;
(lii) Each Mortgage Loan constitutes a "qualified mortgage" within
the meaning of Section 860G(a)(3) of the Code (but without regard to the rule in
Treasury Regulation (as defined herein) Section 1.860G-2(f)(2) that treats a
defective obligation as a qualified mortgage or any substantially similar
successor provision), the related Mortgaged Property, if acquired by a REMIC in
connection with the default or imminent default of such Mortgage Loan would
constitute "foreclosure property" within the meaning of Code Section 860G(a)(8)
and all Prepayment Premiums and Yield Maintenance Charges with respect to such
Mortgage Loan constitute "customary prepayment penalties" within the meaning of
Treasury Regulation Section 1.860G-1(b)(2);
(liii) With respect to any Mortgage Loan that pursuant to the
Mortgage Loan Documents can be defeased, (A) the Mortgage Loan cannot be
defeased within two years after the Closing Date, (B) the borrower can pledge
only United States government securities in an amount sufficient to make all
scheduled payments under the Mortgage Loan when due, (C) the borrower is
required to provide independent certified public accountant's certification that
the collateral is sufficient to make such payments, (D) the loan may be required
to be assumed by a single-purpose entity designated by the holder of the
Mortgage Loan, (E) the borrower is required to provide an opinion of counsel
that the trustee has a perfected security interest in such collateral prior to
any other claim or interest, (F) the borrower is required to pay all Rating
Agency fees associated with defeasance (if rating confirmation is a specific
condition precedent thereto) and all other reasonable expenses associated with
defeasance, including, but not limited to, accountant's fees and opinions of
counsel, (G) with respect to any Significant Loan (as defined in the Pooling and
Servicing Agreement), the borrower is required to provide an opinion of counsel
that such defeasance will not cause any REMIC created under the Pooling and
Servicing Agreement to fail to qualify as a REMIC for federal or applicable
state tax purposes and (H) with respect to any Significant Loan (as defined in
the Pooling and Servicing Agreement), the borrower must obtain confirmation from
each Rating Agency that the defeasance would not result in such Rating Agency's
withdrawal, downgrade or qualification of the then current rating of any class
of Certificates rated by such Rating Agency;
(liv) The Mortgage Loan Documents for each Mortgage Loan provide
that the related borrower thereunder shall be liable to the lender for any
losses incurred by the lender due to (A) the misapplication or misappropriation
of rents, insurance proceeds or condemnation awards, (B) any willful act of
material waste, (C) any breach of the environmental covenants contained in the
related Mortgage Loan Documents, and (D) fraud by the related borrower; provided
that, with respect to clause (C) of this sentence, an indemnification against
losses related to such violations or environmental insurance shall satisfy such
requirement; and provided, further, that, if the related Mortgaged Property is a
residential cooperative property, then the subject Mortgage Loan is fully
recourse to the borrower;
(lv) If such Mortgage Loan is an ARD Loan, it commenced amortizing
on its initial scheduled Due Date and provides that: (A) its Mortgage Rate will
increase by no less than two percentage points in connection with the passage of
its Anticipated Repayment Date and so long as the Mortgage Loan is an asset of
the Trust Fund; (B) its Anticipated Repayment Date is not less than seven years
following the origination of such Mortgage Loan; (C) no later than the related
Anticipated Repayment Date, if it has not previously done so, the related
borrower is required to enter into a "lockbox agreement" whereby all revenue
from the related Mortgaged Property shall be deposited directly into a
designated account controlled by the applicable Master Servicer; and (D) any
cash flow from the related Mortgaged Property that is applied to amortize such
Mortgage Loan following its Anticipated Repayment Date shall, to the extent such
net cash flow is in excess of the Monthly Payment payable therefrom, be net of
budgeted and discretionary (servicer approved) capital expenditures;
(lvi) Except as disclosed in the Prospectus Supplement, no
Mortgage Loan, and no group of Mortgage Loans made to the same borrower and to
borrowers that are Affiliates, accounted for more than 5.0% of the aggregate of
the Cut-off Date Principal Balances of all of the mortgage loans (including the
Mortgage Loans) sold to Depositor by Column Financial, Inc., LaSalle Bank
National Association, Barclays Capital Real Estate Inc., NCB, FSB and KeyBank
National Association pursuant to those certain Mortgage Loan Purchase
Agreements, each dated as of September 1, 2006, between Depositor and Column
Financial, Inc., LaSalle Bank National Association, Barclays Capital Real Estate
Inc., NCB, FSB and KeyBank National Association, respectively, as of the Cut-off
Date;
(lvii) Except for the Mortgage Loans with an initial principal
balance less than $3,000,000, in connection with its origination or acquisition
of each Mortgage Loan, Seller obtained an appraisal of the related Mortgaged
Property, which appraisal is signed by an appraiser, who, to Seller's actual
knowledge, had no interest, direct or indirect, in the borrower, the Mortgaged
Property or in any loan made on the security of the Mortgaged Property, and
whose compensation was not affected by the approval or disapproval of the
Mortgage Loan; and
(lviii) Each Mortgage Loan bears interest at a rate that remains
fixed throughout the remaining term of such Mortgage Loan, except in the case of
an ARD Loan after its Anticipated Repayment Date and except for the imposition
of a default rate.
EXHIBIT B
AFFIDAVIT OF LOST NOTE
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
____________________________, being duly sworn, deposes and says:
1. that he is an authorized signatory of Column Financial, Inc.
("Column");
2. that _______________ is the owner and holder of a mortgage loan
in the original principal amount of $______________ secured by a mortgage (the
"Mortgage") on the premises known as ______________ ______________ located in
______________;
3. that _______________, after having conducted a diligent
investigation of its records and files, has been unable to locate the following
original note and believes that said original note has been lost, misfiled,
misplaced or destroyed due to a clerical error:
a note in the original sum of $______________ made by
______________, to _______________, under date of ______________
(the "Note");
4. that the Note is now owned and held by _______________;
5. that the copy of the Note attached hereto is a true and correct
copy thereof;
6. that the Note has not been paid off, satisfied, assigned,
transferred, encumbered, endorsed, pledged, hypothecated, or otherwise disposed
of and that the original Note has been either lost, misfiled, misplaced or
destroyed;
7. that no other person, firm, corporation or other entity has any
right, title, interest or claim in the Note except _______________; and
8. upon assignment of the Note by _______________ to Credit Suisse
First Boston Mortgage Securities Corp. (the "Depositor") and subsequent
assignment by Depositor to the trustee for the benefit of the holders of the
Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage
Pass-Through Certificates, Series 2006-C4 (the "Trustee") (which assignment may,
at the discretion of Depositor, be made directly by _______________ to the
Trustee), _______________ covenants and agrees (a) promptly to deliver to the
Trustee the original Note if it is subsequently found, and (b) to indemnify and
hold harmless the Trustee and its successors and assigns from and against any
and all costs, expenses and monetary losses arising as a result of
_______________'s failure to deliver said original Note to the Trustee.
COLUMN FINANCIAL, INC.
By: _____________________________
Name:
Title:
Sworn to before me this _____
day of __________, 2006
INFORMATION CONTAINED ON THIS DISKETTE DATED, Thursday, September 21, 2006, IS
SUBJECT TO COMPLETION OR AMENDMENT.
This diskette relates to the Offered Certificates in the Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2006-C4. The information contained on this diskette is provided to
facilitate your review of the collateral underlying the Offered Certificates.
This free writing prospectus is being provided to you in response to your
specific request. The depositor has filed a registration statement (including a
prospectus) with the SEC for the offering to which this communication relates.
Before you invest, you should read the prospectus in the registration statement
and other documents the depositor has filed with the SEC for more complete
information about the depositor, the issuing trust and this offering. You may
get these documents for free by visiting XXXXX on the SEC Web site at
xxx.xxx.xxx. Alternatively, the depositor, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus after
filing if you request it by calling toll free 1-800-221-1037 or by email to the
following address: xxxxx.xxxxx@xxxxxx-xxxxxx.xxx. The information on this
diskette supersedes any and all information contained in any previously
furnished free writing prospectus and shall be superseded by any subsequently
furnished similar materials. The commercial mortgage backed securities to which
these materials relate, and the mortgage pool backing them, are subject to
modification or revision (including the possibility that one or more classes of
securities may be split, combined or eliminated at any time prior to issuance or
availability of a final prospectus) and are offered on a "when, as and if
issued" basis. You understand that, when you are considering the purchase of
these securities, a contract of sale will come into being no sooner than the
date on which the relevant class hs been priced and we have verified the
allocation of securities to be made to you; any "indications of interest"
expressed by you, and any "soft circles" generated by us, will not create
binding contractual obligations for you or us.
Prospective investors are advised to read carefully, the free writing prospectus
and prospectus relating to the Offered Certificates in making their investment
decisions.
Credit Suisse First Boston Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates Series 2006-C4
Loan
Group
# # Property Name
--- ----- ----------------------------------------------------
1 1 00 Xxxxxxx Xxxxxx
2 1 000 Xxxx Xxxxxx
3 2 Xxxxxxx & Xxxxx FX 3
3a 2 Xxxxxxx & Xxxxx FX 3 - Sonterra
3b 2 Xxxxxxx & Xxxxx FX 3 - Xxxxxxxxx
3c 2 Xxxxxxx & Xxxxx FX 3 - Majestic Heights
3d 2 Xxxxxxx & Xxxxx FX 3 - Toscana Villas
3e 2 Xxxxxxx & Xxxxx FX 3 - Remington Oaks
3f 2 Xxxxxxx & Xxxxx FX 3 - Xxxxx Tree
3g 2 Xxxxxxx & Xxxxx FX 3 - Xxxxx Ridge
3h 2 Xxxxxxx & Xxxxx FX 3 - Pecan Crossing
3i 2 Xxxxxxx & Xxxxx FX 3 - Broadmoor
3j 2 Xxxxxxx & Xxxxx FX 3 - Preston Valley
3k 2 Xxxxxxx & Xxxxx FX 3 - San Marin
3l 2 Xxxxxxx & Xxxxx FX 3 - Chesapeake
3m 2 Xxxxxxx & Xxxxx FX 3 - River Road Terrace
3n 2 Xxxxxxx & Xxxxx FX 0 - Xxxxxxxxx
0 0 Xxx Xxxx-Xxxxxxx Xxxxx Xxxxx
5 1 Carlton Hotel on Madison
6 1 The Dream Hotel
12 1 Xxxxxxx Center
00 0 000-000 Xxxxxxx Xxxxxx
00 0 Maxtor Campus
17 2 Delaware Multifamily Portfolio
17a 0 Xxxxx Xxxxx
00x 0 Xxxx Xxxxx Apartments
00x 0 Xxxxx Xxxx Xxxxx
00 0 The Cottages of Fall Creek
19 2 The Orchard Apartments
20 2 Briarwood Apartments
22 2 Iowa State Student Housing
23 1 000 Xxxx Xxxxx Xxxxxx
25 2 Xxxxxxx & Xxxxx FX 5
25a 2 Xxxxxxx & Xxxxx FX 5 - Hampton Court
25b 2 Xxxxxxx & Xxxxx FX 5 - Memorial Club
31 1 Novant - Midtown Medical Xxxxx
00 0 X.XX XX Xxxxxx
00 0 Xxxx at Piedmont
38 1 500 Sansome Xxxxxx
00 0 Xxxx Xxxx Xxxxx
00 0 Xxxxxxxxx Xxx
42 1 Novant - Presbyterian Medical Tower
43 0 Xxx Xxxxx Xxxxxxxxx Xxxx
44 1 LakeShore Medical
50 1 Spectra - POOL 4
50a 1 Spectra Retail - Petal, MS
50b 1 Spectra Retail - Pineville, LA
50c 1 Spectra Retail - Fort Dodge, IA
50d 1 Spectra Retail - Xxxxxxxxxxxx, XX
00x 1 Spectra Retail - La Junta, CO
50f 1 Spectra Retail - Newcastle, OK
52 1 833 Xxxxxxx & 322 Green
57 1 Regional Professional Building
58 1 Novant - Xxxxxxxxxxxx/Xxxxxxxxxx Xxxxx
00 0 Xxxxxxxxx Xxxxxxxx Center
60 1 Magnolia Shoppes
61 1 Princess Medical Xxxxxx
00 0 Xxxxxxxxx Xxxxxx
00 0 Xxxxxx Xxxx Apartments
65 2 Villages at Xxx Xxx Xxxxxxxxxx
00 0 Xxxxxx - Xxxxxxxxx Professional Building
68 1 Novant - Xxxxxxxx Medical Office Xxxxxxxx
00 0 Xxxxxxxx Xxxxxx Xxxxx
00 0 Xxx Xxxx Plaza
72 1 Fashion Mall Commons
73 1 CMC Hotel Portfolio I
73a 1 CMC Hotel Portfolio I - Holiday Inn Raleigh
73b 1 CMC Hotel Portfolio I - Best Western Raleigh
78 2 Rand Grove Village Apartments
79 1 Mill Valley Office Complex
83 1 Ringling Square
84 1 Holiday Inn & Suites Cary
86 1 Holiday Inn Express & Suites Fort Lauderdale Airport
88 1 Intermountain Xxxxxxxxx Xxx Xxxxx
00 0 Xxxx Xxxxxx Professional
92 0 Xxxxxxx Xxxxx
000 0 Xxxxx Xxxx Xxxxxxxxx Center
103 1 Village at Novato
104 2 000 Xxxxxx Xxxx
106 1 Brea Industrial
111 2 Village Plaza Apartments
113 1 Alhambra Shops
116 2 Alexis Park Apartments
117 1 Camelot Professional Building
118 1 Intermountain Residence Inn Spokane
120 1 Xxxxx Xxxx Xxxxxxxx Xxxxxx
000 0 Xxxxx Xxxxx Xxxx
130 1 Ashton Place
131 1 Holiday Inn Express Frisco
132 1 Valley Del Rio Shopping Center
134 1 Starbucks Center
136 1 UG Buena Park Center
138 1 Ateret Avot
139 1 Rancho Pines Shopping Center
141 1 Mission Industrial Park
144 1 Baymont Inn & Suites - Hot Springs
148 1 Nu-Kote Distribution
149 2 Admiral Manor
151 2 Park Village Apartments
156 1 Shoppes on Saxon
160 1 Valley Center of Trussville
163 2 Xxxx Xxxxx Villas
165 1 Shrub Oak Center
166 1 Thunderbird Plaza
170 2 Park at Presa
172 1 Hampton Inn Brevard
173 1 Xxxxxxx Plaza
175 2 Sylmar Mobile Home Park
177 1 Xxxxxxx Lake MHP
183 1 Lakes Office Building
185 1 1776 Woodstead Court
186 1 The Xxxxxx Inn Hotel & Convention Center
187 1 Pak-It Inn Self Storage
187a 1 Pak-It Inn Self Storage - Mableton
187b 1 Pak-It Inn Self Storage - Conyers
188 2 Ocean Drive Apartments
189 1 Culvers Strip Center
191 2 La Acienda Gardens Apartments
193 0 Xx. Xxx Xxxxxx
000 0 XxxXxxxxx Xxxxxx
000 0 Xxxxx Xxxxxx Self Storage
199 1 Xxxxxxxx Medical Center
200 2 Cornish Home Brewery Apartments
201 2 Mariner's Village Apartments
204 2 Windsor Park Apartments
206 1 Xxxxxx, North and Western Office
208 1 Spectrum Campus One Retail
209 1 Jurupa Business Park
210 2 Ridgecrest MHP
214 1 Carrier Crossing Shopping Center
217 1 Arundel Xxxxx Chipotle Center
219 1 Quality Inn & Suites Des Moines
220 1 Placid Corners
221 1 Georgetown Shopping Center
222 1 Xxxxx Plains Connection
223 1 Arundel Xxxxx Mens Wearhouse Center
226 2 Nordic Xxxxx Xxxxxxxxxx
000 0 Xxxxxxx Xxxxx
231 1 Pak-It Inn (Lilburn)
232 2 Camelot Apartments Kenosha
234 0 Xxxxxxx Xxxxxx Xxxxxxxxxx
000 0 Xxxx Xxxxx Center
238 1 Marcin Retail
240 2 380-384 Xxxxxxxx Xxxxx
000 0 Xxxxxxxxx Xxxxxxxx
248 2 00 Xxxxxxxxx Xxxxxx
250 1 First Colony Center
253 1 Zeppe's Plaza
254 2 Xxxxxxxxx Xxxxxxxx Plaza Apts
255 1 Oakridge Shopping Center
256 1 Xxxxxxx Buildings
256a 1 0000 Xxxxxxxx Xxxx Xxxx
256b 1 0000 Xxxxxxxxx Xxxx
258 1 Oaktree Plaza Shopping Center
260 1 Highwood Retail
262 1 0000-0000 Xxxxxxxx Xxxxxxxxx
264 1 700 Xxxxxx Xxxxxx
000 0 Xxxxxxx Xxxxxxxx Shopping Xxxxxx
000 0 Xxxxxxxxx Xxxxxxxxxx
000 0 Xxxxxxxx Xxxx Center
271 1 Xxxxxxx'x Self Storage
272 1 Xxxxxxxx Retail Center
276 2 00-00 Xxxx Xx
277 1 Cherryway Medical Center
281 1 Desoto Clocktower
282 1 Rite Aid Lansing
284 2 Whitehall Apartments
288 1 Richfield Commons
289 1 Illinois Pointe Shoppes
290 1 Palm Terrace Mobile Home Park
292 1 Plainfield Retail Xxxxxx
000 0 XxXxxxx Xxxxxxxxxx
000 0 Xxxxxxxx Xxxx Shopping Center
303 1 Bay Storage
304 2 Xxxxxx Apartments
310 2 Rivercrest Village
312 2 Ellicott Shores Apartments
314 1 Centerpoint West Shopping Xxxxxx
000 0 Xxxxxxx Xxxx Xxxxxx
000 0 Xxxxxxxxx Xxxxxxx Mobile Home Park
319 1 Shoppes at Xxxxxxxxx Xxxxx
000 0 Xxxxxxxx Xxxxx Shopping Center
324 1 Alverser Commons
325 1 Attic Storage
328 2 Kenwood Apartments
329 2 Fairmount Hills Apartments
331 2 Rock Garden Apartments
335 2 Sunset Mobile Home Park
336 2 Applewood MHP
338 0 Xxxxx Xxxxxx Apartments
340 1 Xxxxx Center
342 1 Xxxxxx Xxxxx Pad
344 2 Xxxxx Xxxxxx Mobile Home Park
346 2 Swiss Garden Townhomes
348 1 Angels Attic Self Storage
349 1 Colma Mixed Use
350 1 Clovis Shopping Xxxxxx
000 0 0000 Xxxx Xxxxxxxx
Xxx
# Xxxxxxx Xxxx Xxxxxx Xxxxx Code
--- ----------------------------------------------------- ------------------ ------------------- ----- -----
1 00 Xxxxxxx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
2 000 Xxxx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
3
3a 0000 Xxxxxxx Xxxxxx Xxx Xxxxx Xxxxx XX 00000
3b 0000 Xxxxx Xxxx Xxxxxxxx Xxxxxx XX 00000
3c 0000 Xxxx Xxxxxxxxx Xxxxxx Xxx Xxxxx Xxxxx XX 00000
3d 0000 Xxxxx Xxxxxx Xxx Xxxxx Xxxxx XX 00000
3e 0000 Xxxxxxx Xxxxx Xxxx Xxxxx Xxxxxxx XX 00000
3f 0000 Xxxx Xxxxx Xxxxxxx Xxxxxxx XX 00000
3g 0000 Xxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxxx XX 00000
3h 0000 Xxxx Xxxxxxxx Xxx Xxxx XxXxxx Xxxxxx XX 00000
3i 00000 Xxxxxxxx Xxxxxx Xxxxxxx Xxxxxx XX 00000
3j 0000 Xxxxxx Xxxxxx Xxxx Xxxxxx Xxxxxx XX 00000
3k 0000 Xxxx Xxxxxx Xxxxxx Xxxxx Xxxxxxxxxxxx XX 00000
3l 00000 Xxxxxxx Xxxx Xxxxxx Xxxxxx XX 00000
3m 00000 Xxxxx Xxxxxxx Xxxx Xxxxxxx Xxxxxxxxxxxx XX 00000
3n 0000 Xxxxxx Xxxxxx Xxxx Xxxxxxxx Xxxxxxxx XX 00000
4 0 Xxxxxxx Xxxx Xxxxx Xxxxx Xxxxx-Xxxx XX 00000
5 00 Xxxxxxx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
6 000 Xxxx 00xx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
12 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx XX 00000
15 000-000 Xxxxxxx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
16 0000 Xxxxxx Xxxxx Xxxxx Xxxxxxxx Xxxxxxx XX 00000
17
17a 00 Xxxxxx Xxxx Xxxxxx Xxx Xxxxxx XX 00000
17b 000 Xxxxxx Xxxx Xxxxxx Xxx Xxxxxx XX 00000
17c 000 Xxxxxx Xxxxx Xxxxxxxx Xxx Xxxxxx XX 00000
18 0000 Xxxx 00xx Xxxxxx Xxxxxxxxxxxx Xxxxxx XX 00000
19 0000 Xxxxx Xxxx Xxxx Xxxxxxxxxxxx Xxxxxx XX 00000
20 0000 Xxxx Xxxx Xxxxxx Xxxx Xxxxxx Xxxx XX 00000
22 000-000 Xxxxxxx Xxxxxx, 000-000 Xxxxx Xxxxxx, Xxxx Xxxxx XX 00000
000 Xxxx Xxxxxx and 2323-2337 Xxxxx Xxxxxx
00 000 Xxxx Xxxxx Xxxxxx Xxxxxxx Xxxx XX 00000
25
25a 000 Xxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxxx Xxxx XX 00000
25b 000 Xxxxxxxx Xxxxxx Xxxxxxx Xxxxxx XX 00000
31 0000 Xxxxxxxx Xxxx Xxxxxxxxx Xxxxxxxxxxx XX 00000
33 000 Xxxx Xxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxx XX 00000
36 000 Xxxx Xxxx Xxxxxxxxx Xxxxxxxx Xxxx XX 00000
38 000 Xxxxxxx Xxxxxx Xxx Xxxxxxxxx Xxx Xxxxxxxxx XX 00000
39 00 Xxxx 00xx Xxxxxx Xxx Xxxx Xxx Xxxx XX 00000
40 0000 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxx Xxxxxxxx XX 00000
42 0000 Xxxx 0xx Xxxxxx Xxxxxxxxx Xxxxxxxxxxx XX 00000
43 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx Xxxx Xxxx XX 00000
44 0000-0000 Xxxxxxxx Xxxxx Xxxxxxx Xxxxxx XX 00000
50
50a 000 XX Xxxxxxx 00 Xxxxx Xxxxxxx XX 00000
50b 0000 Xxxxxx Xxxxxxx Xxxxxxxxx Xxxxxxx XX 00000
50c 3003-3043 0xx Xxxxxx Xxxxx Xxxx Xxxxx Xxxxxxx XX 00000
50d 00 Xx Xxxxxx Xxxxx Xxxxxxxxxxxx Xxxxxxxx XX 00000
50e 0 Xxxxxx Xxxx Xx Xxxxx Xxxxx XX 00000
50f 000-000 Xxxxxxxxx 00xx Xxxxx Xxxxxxxxx XxXxxxx XX 00000
52 000 Xxxx Xxxxxxx Xxxxxxxxx and 000 Xxxxx Xxxxx Xxxxxx Xxxxxxx Xxxx XX 00000
57 0000 Xxxxx Xxxxxxx Xxxxxxxxx Xxxx Xxxxxx Xxxxxxxxx XX 00000
58 00000 Xxxxxx Xxxx Xxxxxxxxxxxx Xxxxxxxxxxx XX 00000
59 0000 Xxxx Xxxxxxxxx Xxxx Xxxx Xxxxxxxx XX 00000
60 0000 Xxxxxxxx Xxxxx Xxxxx Xxxxxxx Xxxxxxx XX 00000
61 0000-0000 Xxxx Xxxxxxxx Xxxxx Xxxxxxxxxx Xxxxxxxx XX 00000
62 0 Xxxxxx Xxxx Xxxxxxxxxx Xxxxxxxxxx XX 00000
64 0000 Xxxx Xxxxxx Xxxxxx Xxx Xxxxx Xxxxx XX 00000
65 0000 Xxxxx Xxxxx Xxxxxxx Xxxxxx Xxxxxx XX 00000
67 0000 Xxxxxxxx Xxxx Xxxxxxxxx Xxxxxxxxxxx XX 00000
68 0000 Xxxxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxxxxxx XX 00000
70 0000-0000 Xxxx Xxxxxx X Xxxxxxxxx Xxx Xxxxxxx XX 00000
71 00 Xxxxx Xxxx Xxxxxx Xxx Xxxx Xxxxxxxx XX 00000
72 0000 Xxxxx Xxxxxx Xxxx Xxxxxxxxxxxx Xxxxxx XX 00000
73
73a 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxx Xxxx XX 00000
73b 0000 Xxxxxxx Xxxxxxxxx Xxxxxxx Xxxx XX 00000
78 000-000 Xxxx Xxxx Xxxxx Xxxx Xxxxxxxx Xxxx XX 00000
79 2055, 2035 and 0000 Xxxxxxx Xxxx Xxxxxxxxxx Xxxxxxxx XX 00000
83 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxxxxx XX 00000
84 0000 Xxxxxxx Xxxxx Xxxx Xxxx XX 00000
86 0000 Xxxx Xxxxx Xxxx 00 Xxxx Xxxxxxxxxx Xxxxxxx XX 00000
88 0000 Xxxx Xxxxxx Xxxxxx Xxxxx Xxx XX 00000
91 00000 00xx Xxxxxx Xxxxx Xxxxxxxx Xxxxxxxx XX 00000
92 0000-0000 Xxxxxxxxxxxx Xxxx Xxxxxxxxx Xxxxxxxx XX 00000
101 0000 Xxxxx Xxxxxxx Xxxx Xxxxx Xxx XX 00000
103 0000 Xxxxxxx Xxxxxxxxx Xxxxxx Xxxxx XX 00000
104 000 Xxxxxx Xxxx Xxxxxxxxx Xxx Xxxxx XX 00000
106 00000 Xxxxxxxx Xxxxxx Xxxxxxx Xxxxxxx XX 00000
111 00 Xxxxxxx Xxxxxxx Xxxxxx Xxxxx Xxxxx XX 00000
113 1127, 1129 and 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxx Xxx Xxxxxxx XX 00000
116 0000 Xxxxxx Xxxxxx Xxxxxxx Xxxx Xxxxxxx XX 00000
117 0000 Xxxxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx Xxxxx Xxxx XX 00000
118 15915 Xxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx XX 00000
120 0000 Xxxxxxx Xxxxxxxxx Xxxxxxx Xxxx XX 00000
127 0000 Xxxxx Xxxxx Xxxxxxxxx Xxxxxxxxxx Xxxxx XX 00000
130 000 Xxxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxxxxx XX 00000
131 0000 Xxxxxxx Xxxx Xxxxxx Xxxxxx XX 00000
000 0000-0000 Xxxxxx Xxx Xxx Xxxxx Xxx Xxxxx Xxx Xxxxx XX 00000
134 0000 Xxxxxx Xxxxxx Xxxxx Xxxxxxxxx XX 00000
136 7550, 7560 and 0000 Xxxxxxxxxxxx Xxxxxx Xxxxx Xxxx Xxxxxx XX 00000
138 0000 Xxxx 00xx Xxxxxx Xxxxxxxx Xxxxx XX 00000
139 4570, 4588 and 0000 Xxxxx Xxxxxx Xxxxx Xxx Xxxxx Xxxxx XX 00000
141 0000-0000 Xxxxx Xxxxxx & 0000-0000 Xxxxxxx Xxxxxxxxx Xxxxxxx Xxx Xxxxxxxxxx XX 00000
144 0000 Xxxxxxx Xxxxxx Xxx Xxxxxxx Xxxxxxx XX 00000
148 000 Xxxxxxx Xxxxx Xxxxxxxx Xxxxxxxxxx XX 00000
149 115, 129, 000 Xxxxxxxxxxx Xxxxxx Xxxxxxxxx Xxxxxx XX 00000
151 00000 Xxxxxxx Xxxxxx Xxxxxxx Xxx Xxxxxxxxxx XX 00000
156 0000 Xxxxx Xxxxxxxxx Xxxxxx Xxxx Xxxxxxx XX 00000
160 0000 Xxxxxxx Xxxx Xxxx Xxxxxxxxxx Xxxxxxxxx XX 00000
163 0000 Xxxx Xxx Xxxxxxxxxx Xxxx Xxxxxx Xxx Xxxxxxx XX 00000
000 0000-0000 Xxxx Xxxx Xxxxxx Xxxxx Xxx Xxxxxxxxxxx XX 00000
166 00000 Xxxxx 00xx Xxxxxx Xxxxxx Xxxxxxxx XX 00000
170 0000 Xxxxxxxxx Xxxxxxxx Xxxxx Xxx Xxxxxxx Xxxxx XX 00000
172 000 Xxxxxx Xxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxxxxxxx XX 00000
173 000 Xxx Xxxxxx Xxxx Xxxxxxx Xxxxxx XX 00000
175 00000 Xxxxxx Xxxx 0 Xxxxxxxx Xxxx XX 00000
177 0000 Xxxxxxx Xxxx Xxxx Xxxxxxx Xxx Xxxxx XX 00000
183 00000 Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxxxxxx XX 00000
185 0000 Xxxxxxxxx Xxxxx Xxx Xxxxxxxxx Xxxxxxxxxx XX 00000
186 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxx XX 00000
187
187a 0000 Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxx XX 00000
187b 0000 Xxx Xxxxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxx XX 00000
188 0000 Xxxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxx XX 00000
189 0000 Xxxxx 000xx Xxxxxx Xxxxxxxxxx Xxxxxxxx XX 00000
191 0000 Xxxx Xxxxxx Xxxxx Xxxx Xxxxx Xxxxxxx XX 00000
193 4982-4996 Palm Coast Parkway Xxxxxxxxx Xxxx Xxxxx Xxxxxxx XX 00000
195 0000 Xxxx Xxxx Xxxxx Xxxx Xxxx XX 00000
197 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx XX 00000
199 000 Xxxxxx Xxxx Xxxx Xxxxxxxx Xxxxxxxxx XX 00000
200 0000 Xxxx Xxxx Xxxxxx Xxxxxxxx Xxxxxxxx Xxxx XX 00000
201 0000 Xxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxxxxx XX 00000
204 0000 Xxxxxxxxx Xxxxx Xxxxxxx Xxxxxx XX 00000
206 8180 South 000 Xxxx Xxxxxx Xxxxx Xxxx Xxxx XX 00000
208 0000-0000 Xxxxx Xxxx Xxxxxx Xxxxxxxx Xxxxxxxx XX 00000
209 0000 Xxxxxx Xxxxxx Xxxxxxxxx Xxxxxxxxx XX 00000
210 00000 Xxxxx Xxxxxxx 00 Xxxxxxxx Xxxx XX 00000
214 000 Xxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxxx XX 00000
217 0000 Xxxxxxx Xxxxx Xxxxxxxxx Xxxxxxx Xxxx Xxxxxxx XX 00000
219 0000 Xxxxx Xxx Xxxx Xxx Xxxxxx Xxxx XX 00000
220 000-000 Xxxx Xxxx Xxxxxxx Xxxx Xxx Xxxxx Xxxxx XX 00000
221 6505-6533 Xxxx Xxxxx Xxxxxxxxx Xxxx Xxxxx Xxxxx XX 00000
222 000 Xxxxx Xxxxxx Xxxx Xxxxxxxx Xxxx XX 00000
223 0000 Xxxxxxx Xxxxx Xxxxxxxxx Xxxxxxx Xxxx Xxxxxxx XX 00000
226 0000 Xxxxxx Xxxxxx Xxxx Xxxxxx Xxxxxx XX 00000
230 319-323 Route 00 Xxxx Xxxxx Xxxxx Xxxxxxxx XX 00000
231 0000 Xxxxxxxxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxx XX 00000
232 0000 00xx Xxxxxx Xxxxxxx Xxxxxxx XX 00000
234 000 Xxx Xxxxxx Xxxx XxXxxxxx XX 00000
237 0000 Xxxxxxx Xxxxxx Xxxxxxxxx Xxxx XX 00000
238 0000 XX 0000 Xxxx Xxxxxx Xxxxxx XX 00000
240 000-000 Xxxxxxxx Xxxxx Xxxxxxxx Xxxxx XX 00000
245 000 Xxxx Xxxxxxxx Xxxxxxxxx Xxxxx Xxx Xxxxxxx XX 00000
248 00-00 Xxxxxxxxx Xxxxxx Xxxxxxx Xxxxxx XX 00000
250 0000 Xxxxx Xxxxxxx 0 Xxxxx Xxxxx Xxxx Xxxx Xxxx XX 00000
253 00000 Xxxxx Xxxx Xxxxxxx Xxxxxxx Xxxxxxxx XX 00000
254 494, 496 and 000 Xxxxx Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxx XX 00000
255 0000 Xxxx Xxxx Xxxx Xxxxxxx Xxxxxx XX 00000
256
256a 0000 Xxxxxxxx Xxxx Xxxx Xxxx Xxxx XX 00000
256b 0000 Xxxxxxxxx Xxxx Xxxxxxx Xxxx XX 00000
258 5929-5947 Xxxxx Xxxxxx Xxxxxxxxx Xxxxxxxx Xxxxxxxx XX 00000
260 000 Xxxxx Xxx Xxxx Xxxxxxxx Xxxx XX 00000
262 2246-2260 Xxxxxxxx Xxxxxxxxx Xxxxxxx Xxxxxx XX 00000
264 000-000 Xxxxxx Xxxxxx and 000 Xxxxxxxx Xxxx Xxxxxx Xxxx Xxxxxx XX 00000
265 00000 Xxxx Xxxxxxx Xxxxxxxx Xxxx Xxxx XX 00000
267 0000 Xxxxxxx Xxxx Xxxxxxxxx Xxxx XX 00000
268 0000 Xxxx 00xx Xxxxxx Xxxxxxxx Xxxx Xxxxxxx XX 00000
271 000 Xxxxx Xxx Xxxxxx Xxxx Xxxxxxxxx Xxxxxxxx Xxxxxxxx XX 00000
272 0000 Xxxxxxxx Xxxxxxxxx Xxxxx Xxxxx XX 00000
276 00-00 Xxxx Xxxxxx Xxx Xxxxxxx Xxxxxxxx XX 00000
277 0000 Xxxxxx Xxx Xxxxxxx Xxxxxxxx XX 00000
281 0000-0000 Xxxxx Xxxxxxx Xxxx Xxxxxx Xxxxxx XX 00000
282 0000 Xxxx Xxxxx Xxxx Xxxxxxx Xxxxxx XX 00000
284 0000 Xxxxxxxxx Xxxxxxxx Xxxxx Xxxxxx Xxxxxxx XX 00000
288 0000 Xxxxxxxx Xxxx Xxxxxxxxx Xxxxxx XX 00000
289 0000 Xxxxxxxx Xxxx Xxxx Xxxxx Xxxxx XX 00000
290 0000 Xxx Xxxxx Xxxxx Xxxxx Xxxxx Xxxx XX 00000
292 00000 Xxxxx 00 Xxxxxxxxxx Xxxx XX 00000
294 0000 Xxxx 00xx Xxxxxx Xxxxxxx Xxxxxxxx XX 00000
299 000 Xxxxxxxxxxxx Xxxxxx Xxxxxxxx Xxxx Xxxxxxx XX 00000
303 00000 Xxxxxxx Xxxxxx Xxxx Xxxxxxx Xxxxxxxxxxx XX 00000
000 0000-0000 South 00xx Xxxxxx Xxxxxxx Xxxxxxx XX 00000
310 0000 Xxxxxx Xxxxx Xxxx Xxxxxxxx Xxxxxxxxxx XX 00000
312 75, 115, 171, 231, 232, 255, 256 and Xxxxxxx Xxxxxxxxxx XX 00000
000 Xxxxxx Xxxx Xxxxx
314 0000 Xxxxxxxxx Xxxx Xxxxxx Xxxxxx XX 00000
315 0000 Xxxxxx Xxxx Xxxxxxx Xxxx Xxx Xxxxxxxx XX 00000
318 0000 Xxxxxxxxx Xxxxx Xxx Xxxxxx Xxx Xxxxx XX 00000
319 000 Xxxx Xxxxxxxx Xxxxxxxxx Xxxxxxxxx Xxxx Xxxxxxxxx XX 00000
323 0000 Xxxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxx XX 00000
324 1264, 1266 and 0000 Xxxxxxxx Xxxxx Xxxxxxxxxx Xxxxxxxxxxxx XX 00000
325 00000 Xxxxx Xxxxxx Xxxx Xxxxxx Xxxxx Xxxxxxx XX 00000
328 500 and 000 Xxxx Xxxxxx Xxxxxxxxx and Kansas City Xxxxxxx XX 00000
3421 and 0000 Xxxxxx Xxxxxx
329 00 Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxxxxxx XX 00000
331 00 Xxxx Xxxxxx Xxxxx Xxxxxxxxx Xxxxxxx XX 00000
335 0000 Xxxxxxx Xxxx Xxxxxxxxx Xxxxxxxxxxx Xxxxxxxxxx XX 00000
336 0 Xxxxxxxxxxx Xxxxx Xxxxxx Xxxxxxx XX 00000
338 0000 Xxxxx Xxxxxx Xxxxxxxxx Xxxxxx XX 00000
340 3424 Xxxxxxxx Creek Road Xxxxxxxx Xxxxx Xxxxxxxx Xxxxx Xxxx XX 00000
342 0000 Xxxx Xxxxx Xxxx Xxxx Xxxxxxxx XX 00000
344 0000 Xxxxxxxxxx Xxxx Xxxxxx Xxxxxx XX 00000
346 000-000 Xxxxxxx Xxxx Xxx Xxxxxxxx Xxxxxx XX 00000
348 0000 Xxxxxx Xxxx Xxx Xxxxxxx Xxxxx XX 00000
349 0-00 Xxx Xxxxx Xxxx Xxxxx Xxx Xxxxx XX 00000
350 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxx XX 00000
357 0000 Xxxx Xxxxxxxx Xxxxxx Xxxxxxx Xxxxxxx XX 00000
Units/
Sq. Ft./ Orig Rem. Orig Rem.
Property Rooms/ Original Cut-off Amort. Amort. Term to Term to
# Type Pads Balance Balance (1) Term Term (1) Maturity (2) Maturity (1) (2)
--- ------------ --------- ------------ ------------ ------------- ------------- ------------ ----------------
1 Office 2,236,139 $806,000,000 $806,000,000 Interest Only Interest Only 120 120
2 Office 1,206,807 $300,000,000 $300,000,000 360 360 120 117
3 $195,095,563 $195,095,563 364 364 120 112
3a Multifamily 350 $27,884,247 $27,884,247
3b Multifamily 504 $23,034,510 $23,034,510
3c Multifamily 240 $21,709,798 $21,709,798
3d Multifamily 270 $21,688,429 $21,688,429
3e Multifamily 580 $18,388,860 $18,388,860
3f Multifamily 144 $14,603,155 $14,603,155
3g Multifamily 290 $11,679,078 $11,679,078
3h Multifamily 236 $10,555,186 $10,555,186
3i Multifamily 235 $10,270,160 $10,270,160
3j Multifamily 310 $9,847,439 $9,847,439
3k Multifamily 193 $9,645,316 $9,645,316
3l Multifamily 127 $5,828,682 $5,828,682
3m Multifamily 128 $5,200,925 $5,200,925
3n Multifamily 112 $4,759,778 $4,759,778
4 Hotel 376 $181,000,000 $181,000,000 Interest Only Interest Only 120 118
5 Hotel 316 $100,000,000 $100,000,000 360 360 120 120
6 Hotel 220 $100,000,000 $100,000,000 360 360 120 117
12 Office 731,716 $81,000,000 $81,000,000 360 360 120 117
15 Retail 17,317 $60,000,000 $60,000,000 Interest Only Interest Only 156 141
16 Office 450,090 $48,750,000 $48,750,000 360 360 120 118
17 $47,000,000 $47,000,000 Interest Only Interest Only 60 58
17a Multifamily 428 $25,401,830 $25,401,830
17b Multifamily 275 $14,983,110 $14,983,110
17c Multifamily 120 $6,615,060 $6,615,060
18 Multifamily 770 $28,150,000 $28,150,000 360 360 120 117
19 Multifamily 378 $11,300,000 $11,300,000 360 360 120 117
20 Multifamily 196 $7,050,000 $7,050,000 360 360 120 117
22 Multifamily 397 $43,000,000 $43,000,000 360 360 121 120
23 Office 455,813 $42,350,000 $42,350,000 360 360 60 57
25 $39,874,381 $39,874,381 360 360 117 112
25a Multifamily 308 $22,807,110 $22,807,110
25b Multifamily 356 $17,067,271 $17,067,271
31 Office 219,173 $33,155,250 $33,155,250 360 360 118 117
33 Office 287,990 $32,000,000 $32,000,000 360 360 120 118
36 Multifamily 161 $25,000,000 $25,000,000 360 360 120 112
38 Office 145,769 $24,400,000 $24,400,000 Interest Only Interest Only 120 119
39 Hotel 65 $23,400,000 $23,316,259 300 297 60 57
40 Hotel 231 $22,000,000 $21,897,697 300 296 120 116
42 Office 140,341 $21,257,095 $21,257,095 360 360 118 117
43 Retail 808,965 $20,200,000 $20,200,000 324 324 120 115
44 Office 120,382 $19,360,000 $19,360,000 360 360 118 111
50 $18,119,496 $18,119,496 360 360 120 114
50a Retail 30,180 $3,814,694 $3,814,694
50b Retail 32,200 $3,760,000 $3,760,000
50c Retail 33,700 $3,720,000 $3,720,000
50d Retail 22,900 $2,929,390 $2,929,390
50e Retail 20,500 $2,294,390 $2,294,390
50f Retail 11,600 $1,601,022 $1,601,022
52 Office 151,716 $17,748,000 $17,748,000 360 360 120 118
57 Office 120,775 $16,400,000 $16,400,000 360 360 120 118
58 Office 101,525 $16,024,164 $16,024,164 360 360 118 117
59 Retail 127,621 $16,000,000 $16,000,000 360 360 120 118
60 Retail 114,118 $15,094,000 $15,055,231 360 357 121 118
61 Office 69,448 $14,800,000 $14,800,000 360 360 121 118
62 Office 116,371 $14,501,000 $14,501,000 360 360 121 118
64 Multifamily 268 $14,100,000 $14,100,000 360 360 120 118
65 Multifamily 288 $13,650,000 $13,628,664 360 358 120 118
67 Office 87,092 $13,577,550 $13,577,550 360 360 118 117
68 Office 97,205 $13,564,177 $13,564,177 360 360 118 117
70 Retail 126,295 $13,200,000 $13,200,000 360 360 120 118
71 Retail 122,061 $13,000,000 $13,000,000 Interest Only Interest Only 120 119
72 Retail 58,277 $12,375,000 $12,375,000 360 360 120 118
73 $11,800,000 $11,773,389 300 298 120 118
73a Hotel 128 $8,350,000 $8,331,170
73b Hotel 139 $3,450,000 $3,442,220
78 Multifamily 212 $10,650,000 $10,650,000 360 360 121 119
79 Office 106,821 $10,300,000 $10,300,000 360 360 121 118
83 Office 38,420 $9,850,000 $9,834,976 360 358 119 117
84 Hotel 120 $9,300,000 $9,279,027 300 298 120 118
86 Hotel 100 $8,500,000 $8,468,486 300 297 120 117
88 Hotel 104 $8,120,000 $8,114,026 360 359 120 119
91 Office 48,703 $7,800,000 $7,800,000 360 360 121 118
92 Office 147,598 $7,750,000 $7,750,000 360 360 120 118
101 Office 56,243 $6,950,000 $6,950,000 360 360 122 119
103 Retail 20,043 $6,635,000 $6,635,000 360 360 120 119
104 Multifamily 104 $6,600,000 $6,592,126 300 299 120 119
106 Industrial 128,580 $6,450,000 $6,450,000 360 360 121 119
111 Multifamily 50 $6,226,000 $6,226,000 360 360 120 119
113 Retail 17,838 $6,158,000 $6,158,000 360 360 120 117
116 Multifamily 280 $6,000,000 $5,973,034 360 355 121 116
117 Office 40,725 $5,925,000 $5,915,988 360 358 121 119
118 Hotel 84 $5,760,000 $5,755,762 360 359 120 119
120 Retail 62,558 $5,500,000 $5,500,000 360 360 120 118
127 Retail 266,566 $5,000,000 $5,000,000 360 360 120 117
130 Mixed Use 77 $5,000,000 $4,990,401 360 357 120 117
131 Hotel 61 $5,000,000 $4,988,654 300 298 120 118
132 Retail 37,411 $5,000,000 $4,988,028 360 357 120 117
134 Retail 16,017 $4,983,000 $4,967,313 360 356 120 116
136 Retail 11,292 $4,860,000 $4,860,000 360 360 120 119
138 Multifamily 43 $4,770,000 $4,760,491 300 298 120 118
139 Retail 19,500 $4,635,000 $4,635,000 360 360 120 114
141 Industrial 100,595 $4,500,000 $4,493,434 360 358 120 118
144 Hotel 88 $4,425,000 $4,414,730 300 298 120 118
148 Industrial 152,562 $4,370,000 $4,370,000 360 360 120 120
149 Multifamily 117 $4,283,000 $4,269,618 360 356 120 116
151 Multifamily 56 $4,127,000 $4,116,119 360 357 121 118
156 Retail 12,800 $4,000,000 $4,000,000 360 360 120 117
160 Retail 31,344 $4,000,000 $3,989,824 360 357 121 118
163 Multifamily 23 $3,900,000 $3,900,000 360 360 120 116
165 Retail 18,885 $3,904,000 $3,894,744 360 357 120 117
166 Office 25,778 $3,886,000 $3,880,202 360 358 120 118
170 Multifamily 210 $3,850,000 $3,840,599 360 357 120 117
172 Hotel 80 $3,800,000 $3,795,647 300 299 120 119
173 Retail 27,228 $3,781,000 $3,781,000 360 360 120 118
175 Multifamily 101 $3,800,000 $3,770,238 360 352 120 112
177 Multifamily 86 $3,700,000 $3,700,000 360 360 120 114
183 Office 44,332 $3,600,000 $3,588,951 360 356 120 116
185 Office 39,139 $3,500,000 $3,494,588 360 358 120 118
186 Hotel 126 $3,500,000 $3,486,855 300 297 120 117
187 $3,475,000 $3,457,890 300 296 120 116
187a Self Storage 58,575 $2,600,000 $2,587,198
187b Self Storage 33,975 $875,000 $870,692
188 Multifamily 99 $3,450,000 $3,450,000 360 360 120 120
189 Retail 14,500 $3,450,000 $3,441,160 360 357 120 117
191 Multifamily 154 $3,400,000 $3,388,467 360 356 121 117
193 Retail 32,400 $3,340,000 $3,327,200 300 297 121 118
195 Retail 15,569 $3,205,000 $3,205,000 360 360 115 114
197 Self Storage 61,057 $3,150,000 $3,145,404 360 358 120 118
199 Office 21,791 $3,125,000 $3,125,000 360 360 121 119
200 Multifamily 37 $3,100,000 $3,097,826 360 359 121 120
201 Multifamily 88 $3,075,000 $3,067,492 360 357 122 119
204 Multifamily 130 $3,000,000 $3,000,000 360 360 120 117
206 Office 35,032 $3,000,000 $2,989,749 360 356 121 117
208 Retail 12,900 $2,950,000 $2,950,000 360 360 120 117
209 Industrial 51,014 $2,934,000 $2,929,635 360 358 120 118
210 Multifamily 153 $2,900,000 $2,900,000 360 360 122 119
214 Retail 43,351 $2,798,000 $2,794,242 360 358 120 118
217 Retail 7,000 $2,780,000 $2,776,112 360 358 120 118
219 Hotel 117 $2,750,000 $2,735,415 300 296 120 116
220 Retail 18,250 $2,724,000 $2,724,000 360 360 119 118
221 Retail 29,220 $2,727,000 $2,717,348 240 238 240 238
222 Retail 51,538 $2,670,000 $2,646,147 360 351 120 111
223 Retail 10,000 $2,625,000 $2,621,329 360 358 120 118
226 Multifamily 92 $2,590,000 $2,590,000 360 360 120 117
230 Retail 32,110 $2,550,000 $2,548,207 360 359 120 119
231 Self Storage 65,890 $2,525,000 $2,523,163 360 359 120 119
232 Multifamily 112 $2,500,000 $2,500,000 360 360 120 118
234 Multifamily 77 $2,500,000 $2,488,944 360 355 120 115
237 Retail 53,059 $2,450,000 $2,446,574 360 358 120 118
238 Retail 19,960 $2,420,000 $2,416,538 360 358 120 118
240 Multifamily 24 $2,400,000 $2,396,498 360 358 121 119
245 Retail 9,363 $2,300,000 $2,296,606 360 358 120 118
248 Multifamily 18 $2,205,000 $2,201,431 360 358 120 118
250 Retail 7,932 $2,199,000 $2,199,000 360 360 120 117
253 Mixed Use 21,047 $2,200,000 $2,194,694 300 298 121 119
254 Multifamily 162 $2,200,000 $2,194,536 360 357 120 117
255 Retail 29,126 $2,200,000 $2,192,969 360 356 120 116
256 $2,185,000 $2,181,918 360 358 120 118
256a Office 17,422 $1,185,000 $1,183,329
256b Office 10,631 $1,000,000 $998,589
258 Retail 16,999 $2,182,000 $2,176,877 360 357 120 117
260 Retail 11,992 $2,170,000 $2,166,913 360 358 120 118
262 Industrial 50,684 $2,127,000 $2,124,177 360 358 120 118
264 Retail 16,684 $2,100,000 $2,098,416 360 359 120 119
265 Retail 13,129 $2,100,000 $2,094,696 360 357 121 118
267 Multifamily 38 $2,050,000 $2,050,000 360 360 120 118
268 Retail 7,500 $2,020,000 $2,020,000 360 360 120 118
271 Self Storage 50,400 $2,000,000 $1,989,523 360 354 120 114
272 Retail 10,479 $1,950,000 $1,943,288 360 356 121 117
276 Multifamily 56 $1,831,000 $1,828,534 360 358 120 118
277 Office 14,398 $1,760,000 $1,760,000 360 360 118 118
281 Retail 38,127 $1,750,000 $1,742,956 360 355 120 115
282 Retail 11,180 $1,729,000 $1,726,698 360 358 120 118
284 Multifamily 74 $1,700,000 $1,700,000 360 360 122 119
288 Retail 15,964 $1,700,000 $1,694,539 360 356 121 117
289 Retail 12,141 $1,700,000 $1,682,523 240 235 239 234
290 Multifamily 48 $1,660,000 $1,658,789 360 359 120 119
292 Retail 7,970 $1,635,000 $1,635,000 360 360 121 118
294 Multifamily 66 $1,620,000 $1,617,837 360 358 120 118
299 Retail 15,600 $1,600,000 $1,597,619 360 358 120 118
303 Self Storage 44,357 $1,525,000 $1,523,912 360 359 120 119
304 Multifamily 54 $1,504,000 $1,504,000 360 360 122 112
310 Multifamily 69 $1,400,000 $1,396,842 360 357 121 118
312 Multifamily 49 $1,400,000 $1,394,021 360 355 120 115
314 Retail 13,136 $1,350,000 $1,345,685 360 356 120 116
315 Retail 13,472 $1,340,000 $1,340,000 360 360 120 118
318 Multifamily 160 $1,296,000 $1,290,658 360 355 120 115
319 Retail 10,560 $1,280,000 $1,278,037 360 358 121 119
323 Retail 12,000 $1,250,000 $1,247,058 360 357 120 117
324 Retail 5,200 $1,235,000 $1,234,109 360 359 120 119
325 Self Storage 40,150 $1,200,000 $1,198,454 360 358 121 119
328 Multifamily 94 $1,200,000 $1,197,127 360 357 120 117
329 Multifamily 48 $1,173,000 $1,167,991 360 355 120 115
331 Multifamily 40 $1,100,000 $1,097,308 360 357 120 117
335 Multifamily 46 $1,000,000 $995,020 300 296 121 117
336 Multifamily 94 $950,000 $949,326 360 359 120 119
338 Multifamily 37 $915,000 $911,300 360 355 120 115
340 Industrial 10,400 $880,000 $879,392 360 359 120 119
342 Retail 3,275 $824,000 $821,366 360 356 122 118
344 Multifamily 56 $800,000 $799,474 360 359 120 119
346 Multifamily 16 $750,000 $749,492 360 359 120 119
348 Self Storage 39,480 $750,000 $748,509 360 357 120 117
349 Mixed Use 8,800 $750,000 $747,915 360 356 120 116
350 Retail 7,200 $750,000 $747,194 300 297 120 117
357 Retail 4,343 $400,000 $399,068 360 357 120 117
Net First
Interest Interest Interest Calculation Monthly Payment Maturity
# Rate Rate (30/360 / Actual/360) Payment (3) Date Date ARD (4)
--- ------------------ ---------------- --------------------- ----------- ----------- ---------- -------
1 5.770% 5.749% Actual/360 $3,929,343 10/11/2006 9/11/2016 N/A
2 6.7541946022727300% 6.734% Actual/360 $2,835,389 7/11/2006 6/11/2016 N/A
3 5.559927773% 5.539327773% Actual/360 $1,110,856 2/11/2006 1/11/2016 N/A
3a
3b
3c
3d
3e
3f
3g
3h
3i
3j
3k
3l
3m
3n
4 6.3725% 6.352% Actual/360 $974,535 8/11/2006 7/11/2016 N/A
5 6.345% 6.324% Actual/360 $621,909 10/11/2006 9/11/2016 N/A
6 6.642% 6.621% Actual/360 $641,435 7/11/2006 6/11/2016 N/A
12 6.2440620% 6.2234620% Actual/360 $498,418 7/11/2006 6/11/2016 N/A
15 4.966% 4.945% Actual/360 $251,749 7/11/2005 6/11/2018 N/A
16 6.426% 6.405% Actual/360 $305,765 8/11/2006 7/11/2016 N/A
17 7.23341489361702% 7.21281489361702% Actual/360 $287,244 8/11/2006 7/11/2011 N/A
17a
17b
17c
18 6.685% 6.644% Actual/360 $181,366 7/11/2006 6/11/2016 N/A
19 6.685% 6.644% Actual/360 $72,804 7/11/2006 6/11/2016 N/A
20 6.685% 6.644% Actual/360 $45,422 7/11/2006 6/11/2016 N/A
22 6.330% 6.299% Actual/360 $267,000 9/11/2006 9/11/2016 N/A
23 6.570% 6.549% Actual/360 $269,633 7/11/2006 6/11/2011 N/A
25 5.980% 5.959% Actual/360 $238,555 5/11/2006 1/11/2016 N/A
25a
25b
31 6.260% 6.239% Actual/360 $204,358 9/11/2006 6/11/2016 N/A
33 6.140% 6.119% Actual/360 $194,746 8/11/2006 7/11/2016 N/A
36 6.080% 6.059% Actual/360 $151,176 2/11/2006 1/11/2016 N/A
38 6.259835% 6.239% Actual/360 $129,051 9/11/2006 8/11/2016 N/A
39 6.630% 6.609% Actual/360 $159,905 7/11/2006 6/11/2011 N/A
40 6.710% 6.689% Actual/360 $151,445 6/11/2006 5/11/2016 N/A
42 6.260% 6.239% Actual/360 $131,022 9/11/2006 6/11/2016 N/A
43 5.940% 5.919% Actual/360 $125,289 5/11/2006 4/11/2016 N/A
44 5.410% 5.389% Actual/360 $108,833 3/11/2006 12/11/2015 N/A
50 5.860% 5.779% Actual/360 $107,010 4/11/2006 3/11/2016 N/A
50a
50b
50c
50d
50e
50f
52 6.180% 6.159% Actual/360 $108,471 8/11/2006 7/11/2016 N/A
57 6.320% 6.269% Actual/360 $101,725 8/11/2006 7/11/2016 N/A
58 6.260% 6.239% Actual/360 $98,768 9/11/2006 6/11/2016 N/A
59 6.340% 6.319% Actual/360 $99,453 8/11/2006 7/11/2016 N/A
60 6.160% 6.139% Actual/360 $92,055 7/11/2006 7/11/2016 N/A
61 6.200% 6.139% Actual/360 $90,645 7/11/2006 7/11/2016 N/A
62 6.340% 6.319% Actual/360 $90,136 7/11/2006 7/11/2016 N/A
64 5.960% 5.939% Actual/360 $84,174 8/11/2006 7/11/2016 N/A
65 6.230% 6.209% Actual/360 $83,868 8/11/2006 7/11/2016 N/A
67 6.260% 6.239% Actual/360 $83,688 9/11/2006 6/11/2016 N/A
68 6.260% 6.239% Actual/360 $83,605 9/11/2006 6/11/2016 N/A
70 6.020% 5.999% Actual/360 $79,310 8/11/2006 7/11/2016 N/A
71 6.010% 5.989% Actual/360 $66,013 9/11/2006 8/11/2016 N/A
72 6.140% 6.119% Actual/360 $75,312 8/11/2006 7/11/2016 N/A
73 6.630% 6.609% Actual/360 $80,636 8/11/2006 7/11/2016 N/A
73a
73b
78 6.180% 6.159% Actual/360 $65,090 8/11/2006 8/11/2016 N/A
79 6.240% 6.179% Actual/360 $63,352 7/11/2006 7/11/2016 N/A
83 6.320% 6.299% Actual/360 $61,097 8/11/2006 6/11/2016 N/A
84 6.630% 6.609% Actual/360 $63,552 8/11/2006 7/11/2016 N/A
86 6.440% 6.419% Actual/360 $57,074 7/11/2006 6/11/2016 N/A
88 6.440% 6.419% Actual/360 $51,004 9/11/2006 8/11/2016 N/A
91 6.350% 6.289% Actual/360 $48,534 7/11/2006 7/11/2016 N/A
92 6.450% 6.349% Actual/360 $48,731 8/11/2006 7/11/2016 N/A
101 6.200% 6.159% Actual/360 $42,567 7/11/2006 8/11/2016 N/A
103 6.020% 5.959% Actual/360 $39,866 9/11/2006 8/11/2016 N/A
104 6.340% 6.319% Actual/360 $43,906 9/11/2006 8/11/2016 N/A
106 6.280% 6.169% Actual/360 $39,840 8/11/2006 8/11/2016 N/A
111 5.980% 5.959% Actual/360 $37,248 9/11/2006 8/11/2016 N/A
113 6.310% 6.289% Actual/360 $38,156 7/11/2006 6/11/2016 N/A
116 6.030% 6.009% Actual/360 $36,089 5/11/2006 5/11/2016 N/A
117 6.330% 6.309% Actual/360 $36,790 8/11/2006 8/11/2016 N/A
118 6.440% 6.419% Actual/360 $36,180 9/11/2006 8/11/2016 N/A
120 6.100% 6.079% Actual/360 $33,330 8/11/2006 7/11/2016 N/A
127 6.530% 6.509% Actual/360 $31,702 7/11/2006 6/11/2016 N/A
130 7.310% 7.289% Actual/360 $34,313 7/11/2006 6/11/2016 N/A
131 6.600% 6.579% Actual/360 $34,073 8/11/2006 7/11/2016 N/A
132 6.450% 6.429% Actual/360 $31,439 7/11/2006 6/11/2016 N/A
134 6.440% 6.419% Actual/360 $31,300 6/11/2006 5/11/2016 N/A
136 6.415% 6.394% Actual/360 $30,447 9/11/2006 8/11/2016 N/A
138 7.210% 7.189% Actual/360 $34,355 8/11/2006 7/11/2016 N/A
139 5.960% 5.939% Actual/360 $27,670 4/11/2006 3/11/2016 N/A
141 6.480% 6.459% Actual/360 $28,384 8/11/2006 7/11/2016 N/A
144 6.490% 6.469% Actual/360 $29,850 8/11/2006 7/11/2016 N/A
148 6.325% 6.284% Actual/360 $27,120 10/11/2006 9/11/2016 N/A
149 6.470% 6.449% Actual/360 $26,987 6/11/2006 5/11/2016 N/A
151 6.050% 6.029% Actual/360 $24,876 7/11/2006 7/11/2016 N/A
156 6.130% 6.069% Actual/360 $24,317 7/11/2006 6/11/2016 N/A
160 6.200% 6.179% Actual/360 $24,499 7/11/2006 7/11/2016 N/A
163 6.130% 6.109% Actual/360 $23,709 6/11/2006 5/11/2016 N/A
165 6.490% 6.419% Actual/360 $24,650 7/11/2006 6/11/2016 N/A
166 6.400% 6.379% Actual/360 $24,307 8/11/2006 7/11/2016 N/A
170 6.370% 6.349% Actual/360 $24,006 7/11/2006 6/11/2016 N/A
172 6.540% 6.519% Actual/360 $25,753 9/11/2006 8/11/2016 N/A
173 6.280% 6.259% Actual/360 $23,354 8/11/2006 7/11/2016 N/A
175 5.860% 5.839% Actual/360 $22,442 2/11/2006 1/11/2016 N/A
177 5.820% 5.709% Actual/360 $21,757 4/11/2006 3/11/2016 N/A
183 6.540% 6.519% Actual/360 $22,849 6/11/2006 5/11/2016 N/A
185 6.270% 6.249% Actual/360 $21,596 8/11/2006 7/11/2016 N/A
186 6.370% 6.349% Actual/360 $23,349 7/11/2006 6/11/2016 N/A
187 6.410% 6.299% Actual/360 $23,268 6/11/2006 5/11/2016 N/A
187a
187b
188 6.100% 6.079% Actual/360 $20,907 10/11/2006 9/11/2016 N/A
189 6.170% 6.149% Actual/360 $21,063 7/11/2006 6/11/2016 N/A
191 6.140% 6.119% Actual/360 $20,692 6/11/2006 6/11/2016 N/A
193 6.260% 6.239% Actual/360 $22,054 7/11/2006 7/11/2016 N/A
195 5.800% 5.739% Actual/360 $18,805 9/11/2006 3/11/2016 N/A
197 6.480% 6.459% Actual/360 $19,869 8/11/2006 7/11/2016 N/A
199 6.230% 6.159% Actual/360 $19,201 8/11/2006 8/11/2016 N/A
200 6.610% 6.589% Actual/360 $19,819 9/11/2006 9/11/2016 N/A
201 6.370% 6.349% Actual/360 $19,174 7/11/2006 8/11/2016 N/A
204 6.240% 6.219% Actual/360 $18,452 7/11/2006 6/11/2016 N/A
206 6.110% 6.089% Actual/360 $18,199 6/11/2006 6/11/2016 N/A
208 6.000% 5.979% Actual/360 $17,687 7/11/2006 6/11/2016 N/A
209 6.410% 6.389% Actual/360 $18,372 8/11/2006 7/11/2016 N/A
210 6.400% 6.379% Actual/360 $18,140 7/11/2006 8/11/2016 N/A
214 6.770% 6.749% Actual/360 $18,185 8/11/2006 7/11/2016 N/A
217 6.630% 6.609% Actual/360 $17,810 8/11/2006 7/11/2016 N/A
219 6.010% 5.989% Actual/360 $17,735 6/11/2006 5/11/2016 N/A
220 6.360% 6.339% Actual/360 $16,968 9/11/2006 7/11/2016 N/A
221 6.850% 6.829% Actual/360 $20,898 8/11/2006 7/11/2026 N/A
222 5.750% 5.729% Actual/360 $15,581 1/11/2006 12/11/2015 N/A
223 6.630% 6.609% Actual/360 $16,817 8/11/2006 7/11/2016 N/A
226 6.570% 6.549% Actual/360 $16,490 7/11/2006 6/11/2016 N/A
230 6.600% 6.579% Actual/360 $16,286 9/11/2006 8/11/2016 N/A
231 6.480% 6.369% Actual/360 $15,927 9/11/2006 8/11/2016 N/A
232 6.270% 6.249% Actual/360 $15,425 8/11/2006 7/11/2016 N/A
234 6.100% 6.079% Actual/360 $15,150 5/11/2006 4/11/2016 N/A
237 6.630% 6.609% Actual/360 $15,696 8/11/2006 7/11/2016 N/A
238 6.550% 6.529% Actual/360 $15,376 8/11/2006 7/11/2016 N/A
240 6.480% 6.459% Actual/360 $15,138 8/11/2006 8/11/2016 N/A
245 6.440% 6.369% Actual/360 $14,447 8/11/2006 7/11/2016 N/A
248 6.100% 6.079% Actual/360 $13,362 8/11/2006 7/11/2016 N/A
250 6.420% 6.399% Actual/360 $13,784 7/11/2006 6/11/2016 N/A
253 6.300% 6.229% Actual/360 $14,581 8/11/2006 8/11/2016 N/A
254 6.300% 6.279% Actual/360 $13,617 7/11/2006 6/11/2016 N/A
255 6.380% 6.359% Actual/360 $13,732 6/11/2006 5/11/2016 N/A
256 6.600% 6.579% Actual/360 $13,955 8/11/2006 7/11/2016 N/A
256a
256b
258 6.530% 6.469% Actual/360 $13,835 7/11/2006 6/11/2016 N/A
260 6.570% 6.549% Actual/360 $13,816 8/11/2006 7/11/2016 N/A
262 6.810% 6.789% Actual/360 $13,881 8/11/2006 7/11/2016 N/A
264 6.350% 6.329% Actual/360 $13,067 9/11/2006 8/11/2016 N/A
265 6.230% 6.209% Actual/360 $12,903 7/11/2006 7/11/2016 N/A
267 6.330% 6.309% Actual/360 $12,729 8/11/2006 7/11/2016 N/A
268 6.580% 6.559% Actual/360 $12,874 8/11/2006 7/11/2016 N/A
271 6.110% 6.089% Actual/360 $12,133 4/11/2006 3/11/2016 N/A
272 6.080% 6.059% Actual/360 $11,792 6/11/2006 6/11/2016 N/A
276 6.760% 6.739% Actual/360 $11,888 8/11/2006 7/11/2016 N/A
277 6.390% 6.369% Actual/360 $10,997 10/11/2006 7/11/2016 N/A
281 6.500% 6.479% Actual/360 $11,061 5/11/2006 4/11/2016 N/A
282 6.800% 6.779% Actual/360 $11,272 8/11/2006 7/11/2016 N/A
284 6.330% 6.309% Actual/360 $10,556 7/11/2006 8/11/2016 N/A
288 6.360% 6.339% Actual/360 $10,589 6/11/2006 6/11/2016 N/A
289 6.110% 6.089% Actual/360 $12,287 5/11/2006 3/11/2026 N/A
290 6.470% 6.449% Actual/360 $10,460 9/11/2006 8/11/2016 N/A
292 6.380% 6.359% Actual/360 $10,206 7/11/2006 7/11/2016 N/A
294 6.790% 6.769% Actual/360 $10,550 8/11/2006 7/11/2016 N/A
299 6.410% 6.389% Actual/360 $10,019 8/11/2006 7/11/2016 N/A
303 6.550% 6.529% Actual/360 $9,689 9/11/2006 8/11/2016 N/A
304 5.830% 5.769% Actual/360 $8,854 12/11/2005 1/11/2016 N/A
310 6.690% 6.669% Actual/360 $9,025 7/11/2006 7/11/2016 N/A
312 6.250% 6.139% Actual/360 $8,620 5/11/2006 4/11/2016 N/A
314 6.380% 6.359% Actual/360 $8,427 6/11/2006 5/11/2016 N/A
315 6.540% 6.519% Actual/360 $8,505 8/11/2006 7/11/2016 N/A
318 6.400% 6.379% Actual/360 $8,107 5/11/2006 4/11/2016 N/A
319 6.300% 6.279% Actual/360 $7,923 8/11/2006 8/11/2016 N/A
323 6.520% 6.409% Actual/360 $7,917 7/11/2006 6/11/2016 N/A
324 6.510% 6.489% Actual/360 $7,814 9/11/2006 8/11/2016 N/A
325 6.910% 6.889% Actual/360 $7,911 8/11/2006 8/11/2016 N/A
328 6.450% 6.429% Actual/360 $7,545 7/11/2006 6/11/2016 N/A
329 6.250% 6.139% Actual/360 $7,222 5/11/2006 4/11/2016 N/A
331 6.360% 6.339% Actual/360 $6,852 7/11/2006 6/11/2016 N/A
335 6.350% 6.329% Actual/360 $6,659 6/11/2006 6/11/2016 N/A
336 6.570% 6.549% Actual/360 $6,048 9/11/2006 8/11/2016 N/A
338 6.480% 6.459% Actual/360 $5,771 5/11/2006 4/11/2016 N/A
340 6.660% 6.639% Actual/360 $5,655 9/11/2006 8/11/2016 N/A
342 6.380% 6.359% Actual/360 $5,143 6/11/2006 7/11/2016 N/A
344 6.830% 6.809% Actual/360 $5,231 9/11/2006 8/11/2016 N/A
346 6.730% 6.709% Actual/360 $4,855 9/11/2006 8/11/2016 N/A
348 7.180% 7.159% Actual/360 $5,081 7/11/2006 6/11/2016 N/A
349 6.920% 6.899% Actual/360 $4,950 6/11/2006 5/11/2016 N/A
350 6.390% 6.369% Actual/360 $5,013 7/11/2006 6/11/2016 N/A
357 6.560% 6.539% Actual/360 $2,544 7/11/2006 6/11/2016 N/A
Servicing
and
Letter of Ground Earthquake Environmental Trustee
# Lockout/Defeasance (5) Credit Lease Insurance (Y/N) Insurance (Y/N) Fees
--- ---------------------- ------------ ------ --------------- --------------- ---------
1 Yes $0 N/A Yes N/A 0.020600%
2 Yes $115,000,000 N/A Yes N/A 0.020600%
3 Yes $0 0.020600%
3a N/A Yes X/X
0x X/X Xxx X/X
0x X/X Yes N/A
3d N/A Yes N/A
3e N/A Yes N/A
3f N/A Yes N/A
3g N/A Yes N/A
3h N/A Yes N/A
3i N/A Yes N/A
3j N/A Yes N/A
3k N/A Yes N/A
3l N/A Yes N/A
3m N/A Yes N/A
3n N/A Yes N/A
4 Yes $0 Yes Yes N/A 0.020600%
5 Yes $0 N/A Yes N/A 0.020600%
6 No $0 Yes Yes N/A 0.020600%
12 Yes $0 Yes N/A N/A 0.020600%
15 Yes $0 N/A Yes N/A 0.020600%
16 Yes $0 N/A Yes N/A 0.020600%
17 No $0 0.020600%
00x X/X X/X X/X
00x X/X X/X N/A
17c N/A N/A N/A
18 Yes $0 N/A N/A N/A 0.040600%
19 Yes $0 N/A N/A N/A 0.040600%
20 Yes $0 N/A N/A N/A 0.040600%
22 Yes $0 N/A N/A N/A 0.030600%
23 Yes $0 N/A N/A N/A 0.020600%
25 Yes $0 0.020600%
25a N/A Yes N/A
25b N/A Yes N/A
31 Yes $0 Yes N/A N/A 0.020600%
33 Yes $0 N/A Yes N/A 0.020600%
36 Yes $0 N/A N/A N/A 0.020600%
38 Yes $0 N/A Yes N/A 0.020600%
39 Yes $0 N/A Yes N/A 0.020600%
40 Yes $0 N/A N/A N/A 0.020600%
42 Yes $0 Yes N/A N/A 0.020600%
43 Yes $0 N/A N/A N/A 0.020600%
44 Yes $2,440,000 N/A N/A N/A 0.020600%
50 Yes $0 0.080600%
50a N/A Yes X/X
00x X/X Xxx X/X
00x X/X Yes N/A
50d N/A Yes N/A
50e N/A Yes N/A
50f N/A Yes N/A
52 Yes $0 N/A N/A N/A 0.020600%
57 Yes $0 N/A N/A N/A 0.050600%
58 Yes $0 Yes N/A N/A 0.020600%
59 Yes $0 N/A N/A N/A 0.020600%
60 Yes $0 N/A N/A N/A 0.020600%
61 Yes $0 N/A N/A N/A 0.060600%
62 Yes $0 N/A N/A N/A 0.020600%
64 Yes $0 N/A N/A N/A 0.020600%
65 Yes $0 N/A Yes N/A 0.020600%
67 Yes $0 Yes N/A N/A 0.020600%
68 Yes $0 Yes N/A N/A 0.020600%
70 Yes $0 N/A N/A N/A 0.020600%
71 Yes $0 N/A Yes N/A 0.020600%
72 Yes $0 N/A Yes N/A 0.020600%
73 Yes $0 0.020600%
00x X/X X/X X/X
00x X/X X/X X/X
78 Yes $0 N/A N/A N/A 0.020600%
79 Yes $0 N/A Yes N/A 0.060600%
83 Yes $0 N/A N/A N/A 0.020600%
84 Yes $0 N/A N/A N/A 0.020600%
86 Yes $0 N/A N/A N/A 0.020600%
88 Yes $0 N/A N/A N/A 0.020600%
91 Yes $935,000 N/A N/A N/A 0.060600%
92 Yes $0 N/A N/A N/A 0.100600%
101 Yes $0 N/A N/A N/A 0.040600%
103 Yes $0 N/A N/A N/A 0.060600%
104 Yes $0 N/A N/A N/A 0.020600%
106 Yes $0 N/A N/A N/A 0.110600%
111 Yes $0 N/A N/A N/A 0.020600%
113 Yes $0 N/A N/A N/A 0.020600%
116 Yes $0 N/A N/A N/A 0.020600%
117 Yes $0 N/A N/A N/A 0.020600%
118 Yes $0 N/A N/A N/A 0.020600%
120 Yes $0 N/A N/A N/A 0.020600%
127 Yes $0 N/A N/A N/A 0.020600%
130 Yes $0 N/A Yes N/A 0.020600%
131 Yes $0 N/A N/A N/A 0.020600%
132 Yes $0 N/A N/A N/A 0.020600%
134 Yes $0 N/A N/A N/A 0.020600%
136 No $0 Yes N/A N/A 0.020600%
138 Yes $0 N/A N/A N/A 0.020600%
139 Yes $0 N/A N/A N/A 0.020600%
141 Yes $0 N/A N/A N/A 0.020600%
144 Yes $0 N/A N/A N/A 0.020600%
148 Yes $0 N/A N/A N/A 0.040600%
149 Yes $0 N/A N/A N/A 0.020600%
151 Yes $916,000 N/A N/A N/A 0.020600%
156 Yes $0 N/A N/A N/A 0.060600%
160 Yes $0 N/A N/A N/A 0.020600%
163 Yes $0 N/A N/A N/A 0.020600%
165 Yes $0 N/A N/A N/A 0.070600%
166 Yes $0 N/A N/A N/A 0.020600%
170 Yes $0 N/A N/A N/A 0.020600%
172 Yes $0 N/A N/A N/A 0.020600%
173 Yes $0 N/A N/A N/A 0.020600%
175 Yes $0 N/A N/A N/A 0.020600%
177 Yes $0 N/A N/A N/A 0.110600%
183 Yes $0 N/A N/A N/A 0.020600%
185 Yes $0 N/A N/A N/A 0.020600%
186 Yes $0 N/A N/A N/A 0.020600%
187 Yes $0 0.110600%
000x X/X X/X Xxx
000x X/X X/X Yes
188 Yes $0 N/A N/A N/A 0.020600%
189 Yes $0 N/A N/A N/A 0.020600%
191 Yes $0 N/A N/A N/A 0.020600%
193 Yes $0 N/A N/A Yes 0.020600%
195 Yes $0 N/A N/A N/A 0.060600%
197 Yes $0 N/A N/A N/A 0.020600%
199 Yes $0 N/A N/A N/A 0.070600%
200 Yes $0 N/A N/A N/A 0.020600%
201 Yes $0 N/A N/A Yes 0.020600%
204 Yes $0 N/A N/A N/A 0.020600%
206 Yes $0 N/A N/A Yes 0.020600%
208 Yes $0 N/A N/A N/A 0.020600%
209 Yes $0 N/A N/A N/A 0.020600%
210 Yes $0 N/A N/A Yes 0.020600%
214 Yes $0 N/A N/A Yes 0.020600%
217 Yes $0 N/A N/A N/A 0.020600%
219 Yes $0 N/A N/A N/A 0.020600%
220 Yes $0 N/A N/A N/A 0.020600%
221 Yes $0 N/A N/A Yes 0.020600%
222 Yes $0 N/A N/A Yes 0.020600%
223 Yes $0 N/A N/A N/A 0.020600%
226 Yes $0 N/A N/A Yes 0.020600%
230 Yes $0 N/A N/A Yes 0.020600%
231 Yes $0 N/A N/A Yes 0.110600%
232 Yes $0 N/A N/A Yes 0.020600%
234 Yes $0 N/A Yes N/A 0.020600%
237 Yes $0 N/A N/A Yes 0.020600%
238 Yes $0 N/A N/A Yes 0.020600%
240 No $0 N/A Yes Yes 0.020600%
245 Yes $0 N/A N/A N/A 0.070600%
248 Yes $0 N/A N/A Yes 0.020600%
250 Yes $0 N/A N/A N/A 0.020600%
253 Yes $0 N/A N/A N/A 0.070600%
254 No $0 N/A N/A Yes 0.020600%
255 Yes $0 N/A Yes N/A 0.020600%
256 Yes $0 0.020600%
000x X/X X/X X/X
000x X/X X/X X/X
258 Yes $0 N/A N/A Yes 0.060600%
260 Yes $105,000 N/A N/A Yes 0.020600%
262 Yes $0 N/A N/A N/A 0.020600%
264 Yes $0 N/A N/A N/A 0.020600%
265 Yes $0 N/A N/A N/A 0.020600%
267 Yes $0 N/A N/A N/A 0.020600%
268 Yes $0 N/A N/A N/A 0.020600%
271 No $0 N/A N/A Yes 0.020600%
272 Yes $0 N/A N/A Yes 0.020600%
276 No $0 N/A N/A Yes 0.020600%
277 Yes $0 N/A N/A N/A 0.020600%
281 Yes $0 N/A N/A Yes 0.020600%
282 Yes $0 N/A Yes N/A 0.020600%
284 Yes $0 N/A N/A N/A 0.020600%
288 Yes $0 N/A N/A N/A 0.020600%
289 Yes $0 N/A N/A Yes 0.020600%
290 Yes $0 N/A N/A N/A 0.020600%
292 Yes $0 N/A N/A N/A 0.020600%
294 Yes $0 N/A N/A Yes 0.020600%
299 Yes $0 N/A N/A Yes 0.020600%
303 Yes $0 N/A N/A Yes 0.020600%
304 Yes $0 N/A N/A Yes 0.060600%
310 No $0 N/A N/A Yes 0.020600%
312 Yes $0 N/A N/A Yes 0.110600%
314 Yes $0 N/A N/A N/A 0.020600%
315 Yes $0 N/A N/A Yes 0.020600%
318 Yes $0 N/A N/A Yes 0.020600%
319 Yes $0 N/A N/A Yes 0.020600%
323 Yes $0 N/A N/A Yes 0.110600%
324 Yes $0 N/A N/A Yes 0.020600%
325 Yes $0 N/A N/A Yes 0.020600%
328 Yes $0 N/A N/A Yes 0.020600%
329 Yes $0 N/A N/A Yes 0.110600%
331 Yes $0 N/A N/A Yes 0.020600%
335 Yes $0 N/A N/A Yes 0.020600%
336 Yes $0 N/A N/A Yes 0.020600%
338 Yes $0 N/A N/A Yes 0.020600%
340 Yes $0 N/A N/A Yes 0.020600%
342 Yes $0 N/A N/A N/A 0.020600%
344 Yes $0 N/A N/A Yes 0.020600%
346 No $0 N/A N/A Yes 0.020600%
348 Yes $0 N/A N/A Yes 0.020600%
349 Yes $0 N/A N/A Yes 0.020600%
350 Yes $0 N/A N/A Yes 0.020600%
357 Yes $0 N/A N/A Yes 0.020600%
# Loan Seller
--- ---------------------------------------
1 Column Financial, Inc.
2 Column Financial, Inc.
3 Column Financial, Inc.
3a Column Financial, Inc.
3b Column Financial, Inc.
3c Column Financial, Inc.
3d Column Financial, Inc.
3e Column Financial, Inc.
3f Column Financial, Inc.
3g Column Financial, Inc.
3h Column Financial, Inc.
3i Column Financial, Inc.
3j Column Financial, Inc.
3k Column Financial, Inc.
3l Column Financial, Inc.
3m Column Financial, Inc.
3n Column Financial, Inc.
4 Column Financial, Inc./Barclays Capital
5 Column Financial, Inc.
6 Column Financial, Inc.
12 Column Financial, Inc.
15 Column Financial, Inc.
16 Column Financial, Inc.
17 Column Financial, Inc.
17a Column Financial, Inc.
17b Column Financial, Inc.
17c Column Financial, Inc.
18 Column Financial, Inc.
19 Column Financial, Inc.
20 Column Financial, Inc.
22 Column Financial, Inc.
23 Column Financial, Inc.
25 Column Financial, Inc.
25a Column Financial, Inc.
25b Column Financial, Inc.
31 Column Financial, Inc.
33 Column Financial, Inc.
36 Column Financial, Inc.
38 Column Financial, Inc.
39 Column Financial, Inc.
40 Column Financial, Inc.
42 Column Financial, Inc.
43 Column Financial, Inc.
44 Column Financial, Inc.
50 Column Financial, Inc.
50a Column Financial, Inc.
50b Column Financial, Inc.
50c Column Financial, Inc.
50d Column Financial, Inc.
50e Column Financial, Inc.
50f Column Financial, Inc.
52 Column Financial, Inc.
57 Column Financial, Inc.
58 Column Financial, Inc.
59 Column Financial, Inc.
60 Column Financial, Inc.
61 Column Financial, Inc.
62 Column Financial, Inc.
64 Column Financial, Inc.
65 Column Financial, Inc.
67 Column Financial, Inc.
68 Column Financial, Inc.
70 Column Financial, Inc.
71 Column Financial, Inc.
72 Column Financial, Inc.
73 Column Financial, Inc.
73a Column Financial, Inc.
73b Column Financial, Inc.
78 Column Financial, Inc.
79 Column Financial, Inc.
83 Column Financial, Inc.
84 Column Financial, Inc.
86 Column Financial, Inc.
88 Column Financial, Inc.
91 Column Financial, Inc.
92 Column Financial, Inc.
101 Column Financial, Inc.
103 Column Financial, Inc.
104 Column Financial, Inc.
106 Column Financial, Inc.
111 Column Financial, Inc.
113 Column Financial, Inc.
116 Column Financial, Inc.
117 Column Financial, Inc.
118 Column Financial, Inc.
120 Column Financial, Inc.
127 Column Financial, Inc.
130 Column Financial, Inc.
131 Column Financial, Inc.
132 Column Financial, Inc.
134 Column Financial, Inc.
136 Column Financial, Inc.
138 Column Financial, Inc.
139 Column Financial, Inc.
141 Column Financial, Inc.
144 Column Financial, Inc.
148 Column Financial, Inc.
149 Column Financial, Inc.
151 Column Financial, Inc.
156 Column Financial, Inc.
160 Column Financial, Inc.
163 Column Financial, Inc.
165 Column Financial, Inc.
166 Column Financial, Inc.
170 Column Financial, Inc.
172 Column Financial, Inc.
173 Column Financial, Inc.
175 Column Financial, Inc.
177 Column Financial, Inc.
183 Column Financial, Inc.
185 Column Financial, Inc.
186 Column Financial, Inc.
187 Column Financial, Inc.
187a Column Financial, Inc.
187b Column Financial, Inc.
188 Column Financial, Inc.
189 Column Financial, Inc.
191 Column Financial, Inc.
193 Column Financial, Inc.
195 Column Financial, Inc.
197 Column Financial, Inc.
199 Column Financial, Inc.
200 Column Financial, Inc.
201 Column Financial, Inc.
204 Column Financial, Inc.
206 Column Financial, Inc.
208 Column Financial, Inc.
209 Column Financial, Inc.
210 Column Financial, Inc.
214 Column Financial, Inc.
217 Column Financial, Inc.
219 Column Financial, Inc.
220 Column Financial, Inc.
221 Column Financial, Inc.
222 Column Financial, Inc.
223 Column Financial, Inc.
226 Column Financial, Inc.
230 Column Financial, Inc.
231 Column Financial, Inc.
232 Column Financial, Inc.
234 Column Financial, Inc.
237 Column Financial, Inc.
238 Column Financial, Inc.
240 Column Financial, Inc.
245 Column Financial, Inc.
248 Column Financial, Inc.
250 Column Financial, Inc.
253 Column Financial, Inc.
254 Column Financial, Inc.
255 Column Financial, Inc.
256 Column Financial, Inc.
256a Column Financial, Inc.
256b Column Financial, Inc.
258 Column Financial, Inc.
260 Column Financial, Inc.
262 Column Financial, Inc.
264 Column Financial, Inc.
265 Column Financial, Inc.
267 Column Financial, Inc.
268 Column Financial, Inc.
271 Column Financial, Inc.
272 Column Financial, Inc.
276 Column Financial, Inc.
277 Column Financial, Inc.
281 Column Financial, Inc.
282 Column Financial, Inc.
284 Column Financial, Inc.
288 Column Financial, Inc.
289 Column Financial, Inc.
290 Column Financial, Inc.
292 Column Financial, Inc.
294 Column Financial, Inc.
299 Column Financial, Inc.
303 Column Financial, Inc.
304 Column Financial, Inc.
310 Column Financial, Inc.
312 Column Financial, Inc.
314 Column Financial, Inc.
315 Column Financial, Inc.
318 Column Financial, Inc.
319 Column Financial, Inc.
323 Column Financial, Inc.
324 Column Financial, Inc.
325 Column Financial, Inc.
328 Column Financial, Inc.
329 Column Financial, Inc.
331 Column Financial, Inc.
335 Column Financial, Inc.
336 Column Financial, Inc.
338 Column Financial, Inc.
340 Column Financial, Inc.
342 Column Financial, Inc.
344 Column Financial, Inc.
346 Column Financial, Inc.
348 Column Financial, Inc.
349 Column Financial, Inc.
350 Column Financial, Inc.
357 Column Financial, Inc.
(1) Assumes a Cut-off Date in September 2006.
(2) In the case of the ARD Loans, the anticipated repayment date is assumed to
be the maturity date for the purposes of the indicated column.
(3) For mortgage loans classified as interest only, the monthly payments
represent the average of one full year of interest payments. For mortgage
loans with an initial interest only term, the monthly payments represent
the principal and interest payments du
(4) Anticipated Repayment Date.
(5) Yes means that defeasance is permitted notwithstanding the Lockout Period.
