EXHIBIT 99.1
MORTGAGE LOAN PURCHASE AGREEMENT
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THIS MORTGAGE LOAN PURCHASE AGREEMENT (this "Agreement") is dated as of
June 20, 2006, between CITIGROUP GLOBAL MARKETS REALTY CORP., as seller (the
"Seller"), and CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. ("CCMSI"), as
purchaser (the "Purchaser").
The Seller intends to sell, and the Purchaser intends to purchase, certain
multifamily and/or commercial mortgage loans (the "Mortgage Loans") identified
on the schedule (the "Mortgage Loan Schedule") annexed hereto as "Annex A";
provided that, if only one mortgage loan is identified on the Mortgage Loan
Schedule then references herein to "Mortgage Loan" or "Mortgage Loans" will mean
that one mortgage loan. The Purchaser intends to deposit the Mortgage Loans,
along with certain other mortgage loans (the "Other Mortgage Loans"), into a
trust fund (the "Trust Fund"), the beneficial ownership of which will be
evidenced by multiple classes (each, a "Class") of mortgage pass-through
certificates (the "Certificates"). One or more "real estate mortgage investment
conduit" ("REMIC") elections will be made with respect to most of the Trust
Fund. The Trust Fund will be created and the Certificates will be issued
pursuant to a pooling and servicing agreement (the "Pooling and Servicing
Agreement"), to be dated as of June 1, 2006, among CCMSI, as depositor, Midland
Loan Services, Inc., as master servicer (the "Master Servicer"), X.X. Xxxxxx
Company, Inc., as special servicer (the "Special Servicer"), and LaSalle Bank
National Association, as trustee (the "Trustee"). Capitalized terms used herein
(including the schedules attached hereto) but not defined herein (or in such
schedules) have the respective meanings set forth in the Pooling and Servicing
Agreement.
CCMSI intends to sell certain Classes of the Certificates (the "Publicly
Offered Certificates") to Citigroup Global Markets Inc. ("CGMI"), Barclays
Capital Inc., PNC Capital Markets LLC, Banc of America Securities LLC and
Deutsche Bank Securities Inc. (collectively. the "Dealers"), pursuant to an
underwriting agreement dated as of the date hereof (the "Underwriting
Agreement"), between CCMSI and the Dealers. The Publicly Offered Certificates
are more particularly described in a prospectus supplement dated June 20, 2006
(the "Prospectus Supplement") and the accompanying base prospectus dated June 8,
2006 (the "Base Prospectus" and, together with the Prospectus Supplement, the
"Prospectus").
CCMSI further intends to sell the remaining Classes of the Certificates
(the "Privately Offered Certificates") to CGMI, pursuant to a certificate
purchase agreement dated as of the date hereof (the "Certificate Purchase
Agreement"), between CCMSI and CGMI. The Privately Offered Certificates are more
particularly described in an offering memorandum dated June 20, 2006 (the
"Memorandum").
Certain Classes of the Certificates will be assigned ratings by Xxxxx'x
Investors Service, Inc. and/or Fitch, Inc. (together, the "Rating Agencies").
In connection with its sale of the Mortgage Loans, the Seller shall enter
into an indemnification agreement dated as of the date hereof (the
"Indemnification Agreement"), between the Seller, CCMSI and the Dealers.
Now, therefore, in consideration of the premises and the mutual agreements
set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase.
The Seller agrees to sell, and the Purchaser agrees to purchase, the
Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan
Schedule may be amended to reflect the actual Mortgage Loans delivered to the
Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have
an aggregate principal balance as of the close of business on the Cut-off Date
(the "Seller Mortgage Loan Balance") of $1,834,444,046 (subject to a variance of
plus or minus 5.0%), after giving effect to any payments due on or before such
date, whether or not such payments are received. The Seller Mortgage Loan
Balance, together with the aggregate principal balance of the Other Mortgage
Loans as of the Cut-off Date (after giving effect to any payments due on or
before such date whether or not such payments are received), is expected to
equal an aggregate principal balance (the "Cut-off Date Pool Balance") of
$2,263,536,038 (subject to a variance of plus or minus 5.0%). The purchase and
sale of the Mortgage Loans shall take place on June 29, 2006 or such other date
as shall be mutually acceptable to the parties to this Agreement (the "Closing
Date"). The consideration (the "Aggregate Purchase Price") for the Mortgage
Loans shall consist of a cash amount, payable in immediately available funds, as
reflected on the settlement statement agreed to by the Seller and the Purchaser,
which amount shall include interest accrued on the Seller Mortgage Loan Balance
for the period from and including the Cut-off Date up to but not including the
Closing Date.
The Aggregate Purchase Price shall be paid to the Seller or its designee by
wire transfer in immediately available funds on the Closing Date.
SECTION 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt by the Seller
of the Aggregate Purchase Price and satisfaction or waiver of the other
conditions to closing that are for the benefit of the Seller (which conditions
shall be deemed to have been satisfied or waived upon the Seller's receipt of
the Aggregate Purchase Price), the Seller does hereby sell, transfer, assign,
set over and otherwise convey to the Purchaser, without recourse (except as set
forth in this Agreement), all the right, title and interest of the Seller in and
to the Mortgage Loans identified on the Mortgage Loan Schedule as of such date,
on a servicing-released basis, together with all of the Seller's right, title
and interest in and to the proceeds of any related title, hazard, primary
mortgage or other insurance and any escrow, reserve or comparable accounts
related to the Mortgage Loans, subject, in the case of any Mortgage Loan that is
part of a Loan Combination, to the rights of the holder(s) of any other mortgage
loan(s) in the related Loan Combination in such proceeds and reserve or
comparable accounts, and further subject to the understanding that the Seller
will sell certain servicing rights to the Master Servicer pursuant to that
certain Servicing Rights Purchase Agreement, dated as of the Closing Date,
between the Master Servicer and the Seller, and may require that a particular
primary servicer remain in place with respect to any or all of the Mortgage
Loans.
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(b) The Purchaser or its assignee shall be entitled to receive all
scheduled payments of principal and interest due after the Cut-off Date, and all
other recoveries of principal and interest collected after the Cut-off Date
(other than in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date). All scheduled payments of principal and interest due
on or before the Cut-off Date but collected after the Cut-off Date, and
recoveries of principal and interest collected on or before the Cut-off Date
(only in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date and principal prepayments thereon), shall belong to, and
shall be promptly remitted to, the Seller.
(c) No later than the Closing Date, the Seller shall, on behalf of the
Purchaser, deliver or cause to be delivered to the Trustee (with a copy to the
Master Servicer and the Special Servicer within ten (10) Business Days after the
Closing Date) the documents and instruments specified below under clauses (i),
(ii), (vii), (ix)(A) and (xi)(D) and shall, not later than the date that is 30
days after the Closing Date, deliver or cause to be delivered to the Trustee
(with a copy to the Master Servicer) the remaining documents and instruments
specified below with respect to each Mortgage Loan that is a Serviced Mortgage
Loan (the documents and instruments specified below, collectively, the "Mortgage
File"). The Mortgage File for each Mortgage Loan shall contain the following
documents:
(i) the original executed Mortgage Note including any power of
attorney related to the execution thereof, together with any and all
intervening endorsements thereon, endorsed on its face or by allonge
attached thereto (without recourse, representation or warranty, express or
implied) to the order of "LaSalle Bank National Association, as trustee for
the registered holders of Citigroup Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2006-C4" or in blank (or a lost
note affidavit and indemnity with a copy of such Mortgage Note attached
thereto);
(ii) an original or a copy of the Mortgage, together with any and all
intervening assignments thereof, in each case (unless not yet returned by
the applicable recording office) with evidence of recording indicated
thereon or certified by the applicable recording office;
(iii) an original or a copy of any related Assignment of Leases (if
such item is a document separate from the Mortgage), together with any and
all intervening assignments thereof, in each case (unless not yet returned
by the applicable recording office) with evidence of recording indicated
thereon or certified by the applicable recording office;
(iv) an original executed assignment, in recordable form (except for
any missing recording information and, if delivered in blank, the name of
the assignee), of (A) the Mortgage, (B) any related Assignment of Leases
(if such item is a document separate from the Mortgage) and (C) any other
recorded document relating to the Mortgage Loan otherwise included in the
Mortgage File, in favor of "LaSalle Bank National Association, as trustee
for the registered holders of Citigroup Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2006-C4" (and,
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in the case of a Serviced Loan Combination, also on behalf of the related
Non-Trust Loan Noteholder(s)), or in blank;
(v) an original assignment of all unrecorded documents relating to the
Mortgage Loan (to the extent not already assigned pursuant to clause (iv)
above), in favor of "LaSalle Bank National Association, as trustee for the
registered holders of Citigroup Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2006-C4" (and, in the case of a
Serviced Loan Combination, also on behalf of the related Non-Trust Loan
Noteholder(s)), or in blank;
(vi) originals or copies of any consolidation, assumption,
substitution and modification agreements in those instances where the terms
or provisions of the Mortgage or Mortgage Note have been consolidated or
modified or the Mortgage Loan has been assumed or consolidated;
(vii) the original or a copy of the policy or certificate of lender's
title insurance or, if such policy has not been issued or located, an
original or copy of an irrevocable, binding commitment (which may be a pro
forma policy or specimen version of, or a marked commitment for, the policy
that has been executed by an authorized representative of the title company
or an agreement to provide the same pursuant to binding escrow instructions
executed by an authorized representative of the title company) to issue
such title insurance policy;
(viii) any filed copies (bearing evidence of filing) or other evidence
of filing reasonably satisfactory to the Purchaser of any prior UCC
Financing Statements in favor of the originator of the Mortgage Loan or in
favor of any assignee prior to the Trustee (but only to the extent the
Seller had possession of such UCC Financing Statements when it was to
deliver the subject Mortgage File on or prior to the Closing Date) and, if
there is an effective UCC Financing Statement and continuation statement in
favor of the Seller on record with the applicable public office for UCC
Financing Statements, an original UCC Financing Statement assignment, in
form suitable for filing in favor of "LaSalle Bank National Association, as
trustee for the registered holders of Citigroup Commercial Mortgage
Pass-Through Certificates, Series 2006-C4" (and, in the case of any
Serviced Loan Combination, also on behalf of the related Non-Trust Loan
Noteholder(s)), as assignee, or in blank;
(ix) an original or a copy of any (A) Ground Lease and ground lessor
estoppel, (B) loan guaranty or indemnity, (C) lender's environmental
insurance policy or (D) lease enhancement policy;
(x) any intercreditor, co-lender or similar agreement relating to
permitted debt of the Mortgagor;
(xi) copies of any (A) loan agreement, (B) escrow agreement, (C)
security agreement or (D) letter of credit relating to the Mortgage Loan
(with the original of any such letter of credit to be delivered to the
Master Servicer); and
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(xii) if such Mortgage Loan is part of a Loan Combination, all of the
above documents with respect to each related Non-Trust Loan, together with
the related co-lender agreement; provided that a copy of the Mortgage Note
relating to each such Non-Trust Loan, rather than the original, shall be
provided, and no endorsements to such note shall be provided.
With respect to the Crossed Loans constituting a Crossed Group, the
existence of any document required to be in the Mortgage File of any Crossed
Loan in such Crossed Group shall be sufficient to satisfy the requirements of
this Agreement for delivery of such document as a part of the Mortgage File of
each of the other Crossed Loans in such Crossed Group.
References in this Agreement to "Document Defect" mean that any document
constituting part of the Mortgage File for any Mortgage Loan has not been
properly executed, is missing (beyond the time period required for its delivery
hereunder), contains information that does not conform in any material respect
with the corresponding information set forth in the Mortgage Loan Schedule or
does not appear regular on its face.
(d) The Seller shall take all actions reasonably necessary to permit the
Trustee to fulfill its obligations pursuant to Section 2.01(d) of the Pooling
and Servicing Agreement, including bearing the out-of-pocket costs and expenses
of the Trustee in connection with the performance by the Trustee of its
recording, filing and delivery obligations pursuant to Section 2.01(d) of the
Pooling and Servicing Agreement.
(e) The Seller shall deliver or cause to be delivered to the Master
Servicer or the Master Servicer's designee: (i) within ten (10) days after the
Closing Date, all documents and records in the Seller's possession (except draft
documents, attorney-client privileged communications and internal
correspondence, credit underwriting or due diligence analyses, credit committee
briefs or memoranda or other internal approval documents or data or internal
worksheets, memoranda, communications or evaluations and other underwriting
analysis of the Seller) relating to, and necessary for the servicing and
administration of, each Mortgage Loan and that are not required to be part of
the Mortgage File in accordance with the definition thereof (including, without
limitation, any original letters of credit relating to any Mortgage Loan); and
(ii) within two (2) Business Days after the Closing Date, any and all escrow
amounts and reserve amounts in the Seller's possession or under its control that
relate to the Mortgage Loans.
(f) The Seller shall take such actions as are reasonably necessary to
assign or otherwise grant to the Trust Fund the benefit of any letters of credit
in the name of the Seller which secure any Mortgage Loan. Without limiting the
generality of the foregoing, if a draw upon a letter of credit is required
before its transfer to the Trust Fund can be completed, the Seller shall draw
upon such letter of credit for the benefit of the Trust pursuant to written
instructions from the Master Servicer.
(g) After the Seller's transfer of the Mortgage Loans to or at the
direction of the Purchaser, the Seller shall not take any action to suggest that
the Purchaser is not the legal owner of the Mortgage Loans.
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SECTION 3. Representations, Warranties and Covenants of Seller.
(a) The Seller hereby represents and warrants to and covenants with the
Purchaser, as of the date hereof, that:
(i) The Seller is a corporation organized and validly existing and in
good standing under the laws of the State of New York and possesses all
requisite authority, power, licenses, permits and franchises to carry on
its business as currently conducted by it and to execute, deliver and
comply with its obligations under the terms of this Agreement;
(ii) This Agreement has been duly and validly authorized, executed and
delivered by the Seller and, assuming due authorization, execution and
delivery hereof by the Purchaser, constitutes a legal, valid and binding
obligation of the Seller, enforceable against the Seller in accordance with
its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization, receivership, moratorium and other laws
affecting the enforcement of creditors' rights in general and by general
equity principles (regardless of whether such enforcement is considered in
a proceeding in equity or at law), and by public policy considerations
underlying the securities laws, to the extent that such public policy
considerations limit the enforceability of the provisions of this Agreement
which purport to provide indemnification from liabilities under applicable
securities laws;
(iii) The execution and delivery of this Agreement by the Seller and
the Seller's performance and compliance with the terms of this Agreement
will not (A) violate the Seller's organizational documents, (B) violate any
law or regulation or any administrative decree or order to which it is
subject or (C) constitute a material default (or an event which, with
notice or lapse of time, or both, would constitute a material default)
under, or result in the breach of, any material contract, agreement or
other instrument to which the Seller is a party or by which the Seller is
bound, which violation, default or breach, in the case of either clause
(iii)(B) or (iii)(C) might have consequences that would, in the Seller's
reasonable and good faith judgment, materially and adversely affect the
financial condition or the operations of the Seller or its properties
(taken as a whole) or have consequences that would materially and adversely
affect its performance hereunder;
(iv) The Seller is not in default with respect to any order or decree
of any court or any order, regulation or demand of any federal, state,
municipal or other governmental agency or body, which default might have
consequences that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the financial condition or the
operations of the Seller or its properties (taken as a whole) or have
consequences that would materially and adversely affect its performance
hereunder;
(v) The Seller is not a party to or bound by any agreement or
instrument or subject to any certificate of incorporation, bylaws or any
other corporate restriction or any judgment, order, writ, injunction,
decree, law or regulation that would, in the Seller's reasonable and good
faith judgment, materially and adversely affect the
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ability of the Seller to perform its obligations under this Agreement or
that requires the consent of any third person to the execution of this
Agreement or the performance by the Seller of its obligations under this
Agreement (except to the extent such consent has been obtained);
(vi) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Seller of, or compliance by the Seller with, this
Agreement or the consummation of the transactions involving the Seller
contemplated by this Agreement except as have previously been obtained, and
no bulk sale law applies to such transactions;
(vii) No litigation is pending or, to the Seller's knowledge,
threatened against the Seller that would, in the Seller's good faith and
reasonable judgment, prohibit its entering into this Agreement or
materially and adversely affect the performance by the Seller of its
obligations under this Agreement; and
(viii) For purposes of accounting under generally accepted accounting
principles ("GAAP"), and for federal income tax purposes, the Seller will
report the transfer of the Mortgage Loans to the Purchaser as a sale of the
Mortgage Loans to the Purchaser in exchange for consideration contemplated
by this Agreement. The consideration received by the Seller upon the sale
of the Mortgage Loans to the Purchaser will constitute at least reasonably
equivalent value and fair consideration for the Mortgage Loans. The Seller
will be solvent at all relevant times prior to, and will not be rendered
insolvent by, the sale of the Mortgage Loans to the Purchaser. The Seller
is not transferring the Mortgage Loans to the Purchaser with any intent to
hinder, delay or defraud any of the creditors of the Seller or on account
of an antecedent debt.
(b) The Seller hereby makes, on the date hereof and on the Closing Date,
the representations and warranties contained in Schedule I and Schedule II
hereto with respect to each Mortgage Loan, for the benefit of the Purchaser,
which representations and warranties are subject to the exceptions set forth on
Schedule III. References in this Agreement to "Breach" mean a breach of any such
representations and warranties made pursuant to this Section 3(b) with respect
to any Mortgage Loan.
(c) If the Seller receives, pursuant to Section 2.03(a) of the Pooling and
Servicing Agreement, written notice of a Document Defect or a Breach relating to
a Mortgage Loan, and if such Document Defect or Breach shall materially and
adversely affect the value of the applicable Mortgage Loan or the interests of
the Certificateholders therein, then the Seller shall, not later than 90 days
from receipt of such notice (or, in the case of a Document Defect or Breach
relating to a Mortgage Loan not being a "qualified mortgage" within the meaning
of the REMIC Provisions (a "Qualified Mortgage"), not later than 90 days from
any party to the Pooling and Servicing Agreement discovering such Document
Defect or Breach, provided the Seller receives such notice in a timely manner),
cure such Document Defect or Breach, as the case may be, in all material
respects, or, if such Document Defect or Breach (other than omissions solely due
to a document not having been returned by the related recording office) cannot
be cured within such 90-day period, (i) repurchase the affected Mortgage Loan at
the applicable Purchase Price not later than the end of such 90-day period, or
(ii) substitute a
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Qualified Substitute Mortgage Loan for such affected Mortgage Loan not later
than the end of such 90-day period (and in no event later than the second
anniversary of the Closing Date) and pay the Master Servicer for deposit into
the Collection Account, any Substitution Shortfall Amount in connection
therewith; provided that, if a Document Defect or Breach is capable of being
cured but not within such 90-day period and the Seller has commenced and is
diligently proceeding with the cure of such Document Defect or Breach within
such 90-day period, then unless such Document Defect or Breach would cause the
Mortgage Loan not to be a Qualified Mortgage, such Seller shall have an
additional 90 days to complete such cure (or, failing such cure, to repurchase
or substitute for the related Mortgage Loan); and provided, further, that with
respect to such additional 90-day period the Seller shall have delivered an
officer's certificate to the Trustee setting forth what actions the Seller is
pursuing in connection with the cure thereof and stating that the Seller
anticipates that such Document Defect or Breach will be cured within the
additional 90-day period; and provided, further, that if the cure of any
Document Defect or Breach would require an expenditure on the part of the Seller
in excess of $10,000, then the Seller may, at its option, within the time period
provided above, elect to purchase or replace the affected Mortgage Loan in
accordance with this Section 3 without attempting to cure such Document Defect
or Breach, as the case may be. For a period of two years from the Closing Date,
so long as there remains any Mortgage File relating to a Mortgage Loan as to
which there is an uncured Document Defect, the Seller shall provide the
officer's certificate to the Trustee described above as to the reasons such
Document Defect remains uncured and as to the actions being taken to pursue
cure.
No substitution of a Qualified Substitute Mortgage Loan or Qualified
Substitute Mortgage Loans may be made in any calendar month after the
Determination Date in such month. Periodic Payments due with respect to any
Qualified Substitute Mortgage Loan after the related due date in the month of
substitution shall be part of the Trust Fund, and Periodic Payments received
with respect to the replaced Mortgage Loan or a repurchased Mortgage Loan after
the related date of substitution or repurchase, as the case may be, shall belong
to the Seller. Periodic Payments due with respect to any Qualified Substitute
Mortgage Loan on or prior to the related due date in the month of substitution
shall not be part of the Trust Fund and shall be remitted to the Seller promptly
following receipt, and Periodic Payments received with respect to the replaced
Mortgage Loan or a repurchased Mortgage Loan up to and including the related
date of substitution or repurchase, as the case may be, shall belong to the
Trust Fund.
(d) If (i) any Mortgage Loan is required to be repurchased or substituted
for in the manner described above, (ii) such Mortgage Loan is a Crossed Loan,
and (iii) the applicable Document Defect or Breach does not constitute a
Document Defect or Breach, as the case may be, as to any other Crossed Loan in
such Crossed Group (without regard to this paragraph), then the applicable
Document Defect or Breach, as the case may be, will be deemed to constitute a
Document Defect or Breach, as the case may be, as to each other Crossed Loan in
the Crossed Group for purposes of this paragraph, and the Seller will be
required to repurchase or substitute for the remaining Crossed Loan(s) in the
related Crossed Group as provided in the immediately preceding paragraph unless:
(x) such other Crossed Loans in such Crossed Group satisfy the Crossed Loan
Repurchase Criteria; (y) the Seller (at its expense) shall have furnished the
Trustee with an Opinion of Counsel to the effect that the repurchase of or
substitution for the affected Crossed Loan only, including, without limitation,
any modification required with respect to such repurchase or substitution, shall
not cause an Adverse REMIC Event; and (z) the repurchase of
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or substitution for the affected Crossed Loan only shall satisfy all other
criteria for repurchase or substitution, as applicable, of Mortgage Loans set
forth herein or in the Pooling and Servicing Agreement. If the conditions set
forth in clauses (x), (y) and (z) of the prior sentence are satisfied, the
Seller may elect either to repurchase or substitute for only the affected
Crossed Loan as to which the related Document Defect or Breach exists or to
repurchase or substitute for all of the Crossed Loans in the related Crossed
Group. The Seller shall be responsible for the cost of any Appraisal required to
be obtained by the Master Servicer to determine if the Crossed Loan Repurchase
Criteria have been satisfied, so long as the scope and cost of such Appraisal
has been approved by the Seller (such approval not to be unreasonably withheld).
To the extent that the Seller is required to purchase or substitute for a
Crossed Loan hereunder in the manner prescribed above while the Purchaser
continues to hold any other Crossed Loans in such Crossed Group, neither the
Seller nor the Purchaser shall enforce any remedies against the other's Primary
Collateral, but each is permitted to exercise remedies against the Primary
Collateral securing its respective Crossed Loans, including, with respect to the
Purchaser, the Primary Collateral securing the Crossed Loans still held by the
Purchaser, so long as such exercise does not materially impair the ability of
the other party to exercise its remedies against its Primary Collateral.
If the exercise of remedies by one party would materially impair the
ability of the other party to exercise its remedies with respect to the Primary
Collateral securing the Crossed Loans held by such party, then the Seller and
the Purchaser shall forbear from exercising such remedies until the Mortgage
Loan documents evidencing and securing the relevant Crossed Loans can be
modified in a manner that complies with this Agreement to remove the threat of
material impairment as a result of the exercise of remedies or some other
accommodation can be reached. Any reserve or other cash collateral or letters of
credit securing the Crossed Loans shall be allocated between such Crossed Loans
in accordance with the Mortgage Loan documents or, if not specified in the
related Mortgage Loan documents, on a pro rata basis based upon their
outstanding Stated Principal Balances. Notwithstanding the foregoing, if a
Crossed Loan included in the Trust Fund is modified to terminate the related
cross-collateralization and/or cross-default provisions, as a condition to such
modification, the Seller shall furnish to the Trustee an Opinion of Counsel that
such modification shall not cause an Adverse REMIC Event. Any expenses incurred
by the Purchaser in connection with such modification or accommodation
(including but not limited to recoverable attorney fees) shall be paid by the
Seller.
Notwithstanding any of the foregoing provisions of this Section 3(d), if
there is a Document Defect or Breach (which Document Defect or Breach shall
materially and adversely affect the value of the related Mortgage Loan or the
interests of the Certificateholders therein) with respect to one or more
Mortgaged Properties with respect to a Mortgage Loan, the Seller shall not be
obligated to repurchase or replace the Mortgage Loan if (i) the affected
Mortgaged Property(ies) may be released pursuant to the terms of any partial
release provisions in the related Mortgage Loan documents (and such Mortgaged
Property(ies) are, in fact, released) and, to the extent not covered by the
applicable release price (if any) required under the related Mortgage Loan
documents, the Seller pays (or causes to be paid) any additional amounts
necessary to cover all reasonable out-of-pocket expenses reasonably incurred by
the Master Servicer, the Special Servicer, the Trustee or the Trust Fund in
connection with such release, (ii) the remaining Mortgaged Property(ies) satisfy
the requirements, if any, set forth in the related Mortgage Loan documents and
the Seller provides an opinion of counsel to the effect that such
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release would not cause any REMIC created under the Pooling and Servicing
Agreement to fail to qualify as a REMIC under the Code or result in the
imposition of any tax on "prohibited transactions" or "contributions" after the
Startup Day under the REMIC Provisions and (iii) the Seller obtains from each
Rating Agency then rating the Certificates and delivers to the Trustee and the
Master Servicer written confirmation that such release would not cause the
then-current ratings of the Certificates rated by it to be qualified, downgraded
or withdrawn.
(e) In connection with any permitted repurchase or substitution of one or
more Mortgage Loans contemplated hereby, upon receipt of a certificate from a
Servicing Officer certifying as to the receipt of the Purchase Price or
Substitution Shortfall Amount(s), as applicable, in the Collection Account, and
the delivery of the Mortgage File(s) and the Servicing File(s) for the related
Qualified Substitute Mortgage Loan(s) to the Trustee and the Master Servicer,
respectively, if applicable, (i) the Trustee shall execute and deliver such
endorsements and assignments as are provided to it by the Master Servicer or the
Seller, in each case without recourse, representation or warranty, as shall be
necessary to vest in the Seller, the legal and beneficial ownership of each
repurchased Mortgage Loan or replaced Mortgage Loan, as applicable, (ii) the
Trustee, the Master Servicer and the Special Servicer shall each tender to the
Seller, upon delivery to each of them of a receipt executed by the Seller, all
portions of the Mortgage File and other documents pertaining to such Mortgage
Loan possessed by it, and (iii) the Master Servicer and the Special Servicer
shall release to the Seller any Escrow Payments and Reserve Funds held by it in
respect of such repurchased or replaced Mortgage Loans.
(f) This Section 3 provides the sole remedy available to the
Certificateholders, or the Trustee on behalf of the Certificateholders,
respecting any Document Defect or Breach.
SECTION 4. Representations and Warranties of the Purchaser. In order to
induce the Seller to enter into this Agreement, the Purchaser hereby represents
and warrants for the benefit of the Seller as of the date hereof that:
(a) The Purchaser is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware. The Purchaser has the
full corporate power and authority and legal right to acquire the Mortgage Loans
from the Seller and to transfer the Mortgage Loans to the Trustee.
(b) This Agreement has been duly and validly authorized, executed and
delivered by the Purchaser, all requisite action by the Purchaser's directors
and officers has been taken in connection therewith, and (assuming the due
authorization, execution and delivery hereof by the Seller) this Agreement
constitutes the valid, legal and binding agreement of the Purchaser, enforceable
against the Purchaser in accordance with its terms, except as such enforcement
may be limited by (i) laws relating to bankruptcy, insolvency, reorganization,
receivership or moratorium, (ii) other laws relating to or affecting the rights
of creditors generally, or (iii) general equity principles (regardless of
whether such enforcement is considered in a proceeding in equity or at law).
(c) Except as may be required under federal or state securities laws (and
which will be obtained on a timely basis), no consent, approval, authorization
or order of,
10
registration or filing with, or notice to, any governmental authority or court,
is required, under federal or state law, for the execution, delivery and
performance by the Purchaser of or compliance by the Purchaser with this
Agreement, or the consummation by the Purchaser of any transaction described in
this Agreement.
(d) None of the acquisition of the Mortgage Loans by the Purchaser, the
transfer of the Mortgage Loans to the Trustee, and the execution, delivery or
performance of this Agreement by the Purchaser, results or will result in the
creation or imposition of any lien on any of the Purchaser's assets or property,
or conflicts or will conflict with, results or will result in a breach of, or
constitutes or will constitute a default under (i) any term or provision of the
Purchaser's articles of association or bylaws, (ii) any term or provision of any
material agreement, contract, instrument or indenture, to which the Purchaser is
a party or by which the Purchaser is bound, or (iii) any law, rule, regulation,
order, judgment, writ, injunction or decree of any court or governmental
authority having jurisdiction over the Purchaser or its assets, which default
might have consequences that would, in the Purchaser's reasonable and good faith
judgment, materially and adversely affect the condition (financial or other) or
operations of the Purchaser or its properties or have consequences that would
materially and adversely affect its performance hereunder.
(e) Under GAAP and for federal income tax purposes, the Purchaser will
report the transfer of the Mortgage Loans by the Seller to the Purchaser as a
sale of the Mortgage Loans to the Purchaser in exchange for the consideration
contemplated by this Agreement.
(f) There is no action, suit, proceeding or investigation pending or to the
knowledge of the Purchaser, threatened against the Purchaser in any court or by
or before any other governmental agency or instrumentality which would, in the
Purchaser's reasonable and good faith judgment, materially and adversely affect
the validity of this Agreement or any action taken in connection with the
obligations of the Purchaser contemplated herein, or which would be likely to
impair materially the ability of the Purchaser to enter into and/or perform
under the terms of this Agreement.
(g) The Purchaser is not in default with respect to any order or decree of
any court or any order, regulation or demand of any federal, state, municipal or
governmental agency, which default might have consequences that would materially
and adversely affect the condition (financial or other) or operations of the
Purchaser or its properties or might have consequences that would materially and
adversely affect its performance hereunder.
SECTION 5. Closing. The closing of the sale of the Mortgage Loans (the
"Closing") shall be held at the offices of Sidley Austin LLP, New York, New York
on the Closing Date.
The Closing shall be subject to each of the following conditions:
(a) All of the representations and warranties of the Seller set forth in or
made pursuant to Section 3(a) and Section 3(b) of this Agreement and all of the
representations and warranties of the Purchaser set forth in Section 4 of this
Agreement shall be true and correct in all material respects as of the Closing
Date;
11
(b) The Pooling and Servicing Agreement (to the extent it affects the
obligations of the Seller hereunder) and all documents specified in Section 6 of
this Agreement (the "Closing Documents"), in such forms as are agreed upon and
acceptable to CCMSI, the Seller, the Dealers and their respective counsel in
their reasonable discretion, shall be duly executed and delivered by all
signatories as required pursuant to the respective terms thereof;
(c) The Seller or its designee shall have delivered and released to the
Trustee (or a Custodian on its behalf) and the Master Servicer, respectively,
all documents represented to have been or required to be delivered to the
Trustee and the Master Servicer on or before the Closing Date pursuant to
Section 2 of this Agreement;
(d) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with in all
material respects and the Seller and the Purchaser shall each have the ability
to comply with all terms and conditions and perform all duties and obligations
required to be complied with or performed after the Closing Date;
(e) The Seller shall have paid all fees and expenses payable by it to CCMSI
or otherwise pursuant to this Agreement as of the Closing Date; and
(f) Letters from an independent accounting firm reasonably acceptable to
CCMSI and the Seller in form satisfactory to CCMSI, relating to certain
information regarding the Mortgage Loans and Certificates as set forth in the
Prospectus, the Prospectus Supplement and other disclosure documents.
Both parties agree to use their best efforts to perform their respective
obligations hereunder in a manner that will enable the Purchaser to purchase the
Mortgage Loans on the Closing Date.
SECTION 6. Closing Documents. The Closing Documents shall consist of the
following:
(a) This Agreement, the Pooling and Servicing Agreement and the
Indemnification Agreement, in each case duly executed by all parties thereto;
(b) A certificate of the Seller, executed by a duly authorized officer of
the Seller and dated the Closing Date, and upon which CCMSI and the Dealers may
rely, to the effect that: (i) the representations and warranties of the Seller
in this Agreement and the Indemnification Agreement are true and correct in all
material respects at and as of the Closing Date with the same effect as if made
on such date, subject, in the case of the representations and warranties made by
the Seller pursuant to Section 3(b) of this Agreement, to the exceptions to such
representations and warranties set forth in Schedule III to this Agreement; and
(ii) the Seller has, in all material respects, complied with all the agreements
and satisfied all the conditions on its part that are required under this
Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from the Seller, dated the Closing Date, and
upon which CCMSI and the Dealers may rely, to the effect that each individual
who, as an officer or
12
representative of the Seller, signed this Agreement or any other document or
certificate delivered on or before the Closing Date in connection with the
transactions contemplated herein, was at the respective times of such signing
and delivery, and is as of the Closing Date, duly elected or appointed,
qualified and acting as such officer or representative, and the signatures of
such persons appearing on such documents and certificates are their genuine
signatures;
(d) True and complete copies of the certificate of incorporation and
by-laws of the Seller (as certified to by the Secretary or an assistant
secretary of the Seller), and a certificate of good standing of the Seller
issued by the State of New York not earlier than thirty (30) days prior to the
Closing Date;
(e) A written opinion of counsel for the Seller (which opinion may be from
in-house counsel, outside counsel or a combination thereof), relating to certain
corporate and enforceability matters and reasonably satisfactory to the
Purchaser, its counsel and the Rating Agencies, dated the Closing Date and
addressed to CCMSI, the Trustee, the Dealers and the Rating Agencies, together
with such other written opinions as may be required by the Rating Agencies;
(f) Such further certificates, opinions and documents as the Purchaser may
reasonably request prior to the sale of the Mortgage Loans by the Seller to the
Purchaser; and
(g) A written opinion of counsel for the Purchaser (which opinion may be
from in-house counsel, outside counsel, or a combination thereof, and may
include a reliance letter addressed to the Seller with respect to opinions given
to other parties) relating to certain corporate and enforceability matters and
reasonably satisfactory to the Seller and its counsel, dated the Closing Date
and addressed to the Seller.
SECTION 7. Costs. The Seller shall pay (or shall reimburse the Purchaser to
the extent that the Purchaser has paid) the Seller's pro rata portion of the
aggregate of the following amounts (the Seller's pro rata portion to be
determined according to the percentage that the Seller Mortgage Loan Balance
represents of the Cut-off Date Pool Balance, the exact amount of which shall be
as set forth in or determined pursuant to the memorandum of understanding, to
which the Seller and the Purchaser (or affiliates thereof) are parties, with
respect to the transactions contemplated by this Agreement): (i) the costs and
expenses of delivering the Pooling and Servicing Agreement and the Certificates;
(ii) the costs and expenses of printing (or otherwise reproducing) and
delivering a final Prospectus and Memorandum and other customary offering
materials relating to the Certificates; (iii) the initial fees, costs, and
expenses of the Trustee (including reasonable attorneys' fees) incurred in
connection with the securitization of the Mortgage Loans and the Other Mortgage
Loans; (iv) the filing fee charged by the Securities and Exchange Commission for
registration of the Certificates so registered; (v) the fees charged by the
Rating Agencies to rate the Certificates so rated; (vi) the fees and
disbursements of a firm of certified public accountants selected by the
Purchaser and the Seller with respect to numerical information in respect of the
Mortgage Loans, the Other Mortgage Loans and the Certificates included in the
Prospectus, the Memorandum and other customary offering materials, including the
cost of obtaining any "comfort letters" with respect to such items; (vii) the
reasonable out-of-pocket costs and expenses in connection with the qualification
or exemption of the Certificates under state securities or "Blue Sky" laws,
including filing fees
13
and reasonable fees and disbursements of counsel in connection therewith, in
connection with the preparation of any "Blue Sky" survey and in connection with
any determination of the eligibility of the Certificates for investment by
institutional investors and the preparation of any legal investment survey;
(viii) the expenses of printing any such "Blue Sky" survey and legal investment
survey; and (ix) the reasonable fees and disbursements of counsel to the
Dealers. All other costs and expenses in connection with the transactions
contemplated hereunder shall be borne by the party incurring such expense.
SECTION 8. Grant of a Security Interest. It is the express intent of the
parties hereto that the conveyance of the Mortgage Loans by the Seller to the
Purchaser as provided in Section 2 hereof be, and be construed as, a sale of the
Mortgage Loans by the Seller to the Purchaser and not as a pledge of the
Mortgage Loans by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, if, notwithstanding the aforementioned intent
of the parties, the Mortgage Loans are held to be property of the Seller, then,
(a) it is the express intent of the parties that such conveyance be deemed a
pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or
other obligation of the Seller, and (b) (i) this Agreement shall also be deemed
to be a security agreement within the meaning of Article 9 of the Uniform
Commercial Code of the applicable jurisdiction; (ii) the conveyance provided for
in Section 2 hereof shall be deemed to be a grant by the Seller to the Purchaser
of a security interest in all of the Seller's right, title and interest in and
to the Mortgage Loans, and all amounts payable to the holder of the Mortgage
Loans in accordance with the terms thereof, and all proceeds of the conversion,
voluntary or involuntary, of the foregoing into cash, instruments, securities or
other property, including, without limitation, all amounts, other than
investment earnings, from time to time held or invested in the Collection
Account, the Distribution Account or, if established, the REO Account (each as
defined in the Pooling and Servicing Agreement) whether in the form of cash,
instruments, securities or other property; (iii) the assignment to the Trustee
of the interest of the Purchaser in and to the Mortgage Loans pursuant to the
Pooling and Servicing Agreement, as contemplated by Section 1 hereof shall be
deemed to be an assignment of any security interest created hereunder; (iv) the
possession by the Trustee or any of its agents, including, without limitation,
the Custodian, of the Mortgage Notes, and such other items of property as
constitute instruments, money, negotiable documents or chattel paper shall be
deemed to be possession by the secured party for purposes of perfecting the
security interest pursuant to Section 9-313 of the Uniform Commercial Code of
the applicable jurisdiction; and (v) notifications to persons (other than the
Trustee) holding such property, and acknowledgments, receipts or confirmations
from persons (other than the Trustee) holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, securities
intermediaries, bailees or agents (as applicable) of the secured party for the
purpose of perfecting such security interest under applicable law. The Seller
and the Purchaser shall, to the extent consistent with this Agreement, take such
actions as may be necessary to ensure that, if this Agreement were deemed to
create a security interest in the Mortgage Loans, such security interest would
be deemed to be a perfected security interest of first priority under applicable
law and will be maintained as such throughout the term of this Agreement and the
Pooling and Servicing Agreement, and in connection therewith the Seller
authorizes the Purchaser to file any and all appropriate Uniform Commercial Code
financing statements.
SECTION 9. Notices. All notices, copies, requests, consents, demands and
other communications in connection herewith shall be in writing and telecopied
or delivered to
14
the intended recipient at the "Address for Notices" specified
for such party on Exhibit A hereto or, as to either party, at such other address
as shall be designated by such party in a notice hereunder to the other party.
Except as otherwise provided in this Agreement, all such communications shall be
deemed to have been duly given when transmitted by telecopier or personally
delivered or, in the case of a mailed notice, upon receipt, in each case given
or addressed as aforesaid.
SECTION 10. Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this Agreement,
incorporated herein by reference or contained in the certificates of officers of
the Seller submitted pursuant hereto, shall remain operative and in full force
and effect and shall survive delivery of the Mortgage Loans by the Seller to the
Purchaser (and by the Purchaser to the Trustee).
SECTION 11. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any particular jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.
SECTION 12. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but which together shall
constitute one and the same agreement.
SECTION 13. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED IN
ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF NEW YORK. THE PARTIES HERETO
INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW SHALL APPLY TO THIS AGREEMENT.
SECTION 14. Attorneys' Fees. If any legal action, suit or proceeding is
commenced between the Seller and the Purchaser regarding their respective rights
and obligations under this Agreement, the prevailing party shall be entitled to
recover, in addition to damages or other relief, costs and expenses, attorneys'
fees and court costs (including, without limitation, expert witness fees). As
used herein, the term "prevailing party" shall mean the party which obtains the
principal relief it has sought, whether by compromise settlement or judgment. If
the party which commenced or instituted the action, suit or proceeding shall
dismiss or discontinue it without the concurrence of the other party, such other
party shall be deemed the prevailing party.
15
SECTION 15. Further Assurances. The Seller and the Purchaser agree to
execute and deliver such instruments and take such further actions as the other
party may, from time to time, reasonably request in order to effectuate the
purposes and to carry out the terms of this Agreement.
SECTION 16. Successors and Assigns. The rights and obligations of the
Seller under this Agreement shall not be assigned by the Seller without the
prior written consent of the Purchaser, except that any person into which the
Seller may be merged or consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Seller is a party, or any
person succeeding to all or substantially all of the business of the Seller,
shall be the successor to the Seller hereunder. The Purchaser has the right to
assign its interest under this Agreement, in whole or in part, as may be
required to effect the purposes of the Pooling and Servicing Agreement, and the
assignee shall, to the extent of such assignment, succeed to the rights and
obligations hereunder of the Purchaser. Subject to the foregoing, this Agreement
shall bind and inure to the benefit of and be enforceable by the Seller, the
Purchaser and their permitted successors and assigns. No holder or beneficial
owner of a Certificate shall be deemed a permitted successor or assign to the
Purchaser solely by reason of its interest in such Certificate.
SECTION 17. Amendments. No term or provision of this Agreement may be
waived or modified unless such waiver or modification is in writing and signed
by a duly authorized officer of the party against whom such waiver or
modification is sought to be enforced. No amendment to the Pooling and Servicing
Agreement which relates to defined terms contained therein, Section 2.01(d)
thereof or the repurchase obligations or any other obligations of the Seller
shall be effective against the Seller (in such capacity) unless the Seller shall
have agreed to such amendment in writing.
SECTION 18. Accountants' Letters. The parties hereto shall cooperate with
accountants designated by CCMSI and reasonably acceptable to the Seller in
making available all information and taking all steps reasonably necessary to
permit such accountants to deliver the letters required by the Underwriting
Agreement and/or the Certificate Purchase Agreement.
SECTION 19. Knowledge. Whenever a representation or warranty or other
statement in this Agreement is made with respect to a Person's "knowledge", such
statement refers to such Person's employees or agents who were or are
responsible for or involved with the indicated matter and have actual knowledge
of the matter in question.
SECTION 20. Disclosure Materials. The Purchaser shall provide the Seller
with a copy of the Memorandum and the Prospectus Supplement promptly following
their becoming available.
SECTION 21. ShopKo Portfolio. Notwithstanding anything to the contrary
contained herein, it is understood and agreed that: (i) the Mortgage Loan
identified on the Mortgage Loan Schedule by loan number 1 is part of an
aggregate debt secured by the Mortgaged Properties identified on the Mortgage
Loan Schedule as the ShopKo Portfolio; (ii) one of the Other Mortgage Loans will
also constitute part of that same aggregate debt (such
16
Other Mortgage Loan, the "Other ShopKo Portfolio Mortgage Loan"); and (iii) the
Seller shall have no obligations or liabilities associated with the Other ShopKo
Portfolio Mortgage Loan.
[SIGNATURES COMMENCE ON THE FOLLOWING PAGE]
17
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names to
be signed hereto by their respective duly authorized officers as of the date
first above written.
SELLER
------
CITIGROUP GLOBAL MARKETS REALTY
CORP.
By: /s/ Xxxxxx Xxxxx
---------------------------------
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
PURCHASER
---------
CITIGROUP COMMERCIAL MORTGAGE
SECURITIES INC.
By: /s/ Xxxxxx Xxxxx
---------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
MORTGAGE LOAN PURCHASE AGREEMENT
EXHIBIT A
---------
ADDRESS FOR NOTICES
-------------------
Seller:
-------
Address for Notices:
Citigroup Global Markets Realty Corp.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxx
Facsimile Number: (000) 000-0000
Purchaser:
----------
Address for Notices:
Citigroup Commercial Mortgage Securities Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxx
Facsimile Number: (000) 000-0000
SCHEDULE I
----------
GENERAL MORTGAGE REPRESENTATIONS AND WARRANTIES
1. The information pertaining to each Mortgage Loan set forth in the
Mortgage Loan Schedule was true and correct in all material respects as of the
Cut-off Date.
2. As of the date of its origination, such Mortgage Loan and the interest
(exclusive of any default interest, late charges or prepayment premiums)
contracted for thereunder, complied in all material respects with, or was exempt
from, all requirements of federal, state or local law relating to the
origination of such Mortgage Loan, including those pertaining to usury.
3. Immediately prior to the sale, transfer and assignment to the Purchaser,
the Seller had good and marketable title to, and was the sole owner of, each
Mortgage Loan and the Seller is transferring such Mortgage Loan free and clear
of any and all liens, pledges, charges or security interests of any nature
encumbering such Mortgage Loan, but subject to certain agreements regarding
servicing as provided in the Pooling and Servicing Agreement, subservicing
agreements permitted thereunder and that certain Servicing Rights Purchase
Agreement dated as of the Closing Date between the Master Servicer and the
Seller. Upon consummation of the transactions contemplated by the Mortgage Loan
Purchase Agreement, the Seller will have validly and effectively conveyed to the
Purchaser all legal and beneficial interest in and to such Mortgage Loan free
and clear of any pledge, lien or security interest.
4. The proceeds of such Mortgage Loan have been fully disbursed (except to
the extent that a portion of such proceeds is being held in escrow or reserve
accounts) and there is no requirement for future advances thereunder by the
Mortgagee.
5. Each related Mortgage Note, Mortgage, Assignment of Leases (if any) and
other agreement executed by the Mortgagor in connection with such Mortgage Loan
is a legal, valid and binding obligation of the related Mortgagor (subject to
any non-recourse provisions therein and any state anti-deficiency or market
value limit deficiency legislation), enforceable in accordance with its terms,
except (a) that certain provisions contained in such Mortgage Loan documents are
or may be unenforceable in whole or in part under applicable state or federal
laws, but neither the application of any such laws to any such provision nor the
inclusion of any such provisions renders any of the Mortgage Loan documents
invalid as a whole and such Mortgage Loan documents taken as a whole are
enforceable to the extent necessary and customary for the practical realization
of the principal rights and benefits afforded thereby and (b) as such
enforcement may be limited by bankruptcy, insolvency, receivership,
reorganization, moratorium, redemption, liquidation or other laws affecting the
enforcement of creditors' rights generally, or by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity
or at law). The related Mortgage Note and Mortgage contain no
I-1
provision limiting the right or ability of the Seller to assign, transfer and
convey the related Mortgage Loan to any other Person.
6. As of the date of its origination, there was no valid offset, defense,
counterclaim, abatement or right to rescission with respect to any of the
related Mortgage Notes, Mortgage(s) or other agreements executed in connection
therewith, and, as of the Cut-off Date, there is no valid offset, defense,
counterclaim or right to rescission with respect to such Mortgage Note,
Mortgage(s) or other agreements, except in each case, with respect to the
enforceability of any provisions requiring the payment of default interest, late
fees, Additional Interest, prepayment premiums or yield maintenance charges.
7. Each related assignment of Mortgage and assignment of Assignment of
Leases from the Seller to the Trustee constitutes the legal, valid and binding
assignment from the Seller, except as such enforcement may be limited by
bankruptcy, insolvency, redemption, reorganization, liquidation, receivership,
moratorium or other laws relating to or affecting creditors' rights generally or
by general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law). Each Mortgage and Assignment of
Leases is freely assignable.
8. Each related Mortgage is a valid and enforceable first lien on the
related Mortgaged Property subject only to the exceptions and limitations set
forth in representation (5) above and the following title exceptions (each such
title exception, a "Title Exception", and collectively, the "Title Exceptions"):
(a) the lien of current real property taxes, ground rents, water charges, sewer
rents and assessments not yet delinquent or accruing interest or penalties, (b)
covenants, conditions and restrictions, rights of way, easements and other
matters of public record, none of which, individually or in the aggregate,
materially and adversely interferes with the current use of the Mortgaged
Property or the security intended to be provided by such Mortgage or with the
Mortgagor's ability to pay its obligations under the Mortgage Loan when they
become due or materially and adversely affects the value of the Mortgaged
Property, (c) the exceptions (general and specific) and exclusions set forth in
the applicable policy described in representation (12) below or appearing of
record, none of which, individually or in the aggregate, materially interferes
with the current use of the Mortgaged Property or the security intended to be
provided by such Mortgage or with the Mortgagor's ability to pay its obligations
under the Mortgage Loan when they become due or materially and adversely affects
the value of the Mortgaged Property, (d) other matters to which like properties
are commonly subject, none of which, individually or in the aggregate,
materially and adversely interferes with the current use of the Mortgaged
Property or the security intended to be provided by such Mortgage or with the
Mortgagor's ability to pay its obligations under the Mortgage Loan when they
become due or materially and adversely affects the value of the Mortgaged
Property, (e) the right of tenants (whether under ground leases, space leases or
operating leases) at the Mortgaged Property to remain following a foreclosure or
similar proceeding (provided that such tenants are performing under such
leases), (f) if such Mortgage Loan is cross-collateralized with any other
Mortgage Loan, the lien of
I-2
the Mortgage for such other Mortgage Loan, and (g) if such Mortgage Loan is part
of a Loan Combination, the lien of the Mortgage for the related Non-Trust Loan.
Except with respect to cross-collateralized and cross-defaulted Mortgage Loans
and Mortgage Loans that are part of a Loan Combination, there are no mortgage
loans that are senior or pari passu in right of payment with the subject
Mortgage Loan that are secured by the related Mortgaged Property.
9. UCC Financing Statements have been filed and/or recorded (or, if not
filed and/or recorded, have been submitted in proper form for filing and
recording) in all public places necessary at the time of the origination of each
Mortgage Loan to perfect a valid security interest in all items of personal
property reasonably necessary to operate the Mortgaged Property owned by a
Mortgagor and located on the related Mortgaged Property (other than any personal
property subject to a purchase money security interest or a sale and leaseback
financing arrangement permitted under the terms of such Mortgage Loan or any
other personal property leases applicable to such personal property), to the
extent perfection may be effected pursuant to applicable law by recording or
filing of UCC Financing Statements, and the Mortgages, security agreements,
chattel mortgages or equivalent documents related to and delivered in connection
with the related Mortgage Loan establish and create a valid and enforceable lien
and security interest on such items of personalty except as such enforcement may
be limited by bankruptcy, insolvency, receivership, reorganization, moratorium,
redemption, liquidation or other laws affecting the enforcement of creditor's
rights generally, or by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law). Notwithstanding
any of the foregoing, no representation is made as to the perfection of any
security interest in rents or other personal property to the extent that
possession or control of such items or actions other than the filing of UCC
Financing Statements are required in order to effect such perfection.
10. All real estate taxes and governmental assessments, or installments
thereof, which would be a lien on the Mortgaged Property and that prior to the
Cut-off Date have become delinquent in respect of each related Mortgaged
Property, have been paid, or an escrow of funds in an amount sufficient
(together with escrow payments required to be made prior to delinquency) to
cover such payments has been established. For purposes of this representation
and warranty, real estate taxes and governmental assessments and installments
thereof shall not be considered delinquent until the earlier of (a) the date on
which interest and/or penalties would first be payable thereon and (b) the date
on which enforcement action is entitled to be taken by the related taxing
authority.
11. To the Seller's actual knowledge as of the Cut-off Date, and to the
Seller's actual knowledge based solely upon due diligence customarily performed
with the origination of comparable mortgage loans by the Seller, each related
Mortgaged Property was free and clear of any material damage (other than
deferred maintenance for which escrows were established at origination) that
would materially and adversely affect the value of such Mortgaged Property as
security for the Mortgage Loan, and to the Seller's actual knowledge as of the
Cut-off Date there was no proceeding pending for the total or partial
condemnation of such Mortgaged Property.
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12. The lien of each related Mortgage as a first priority lien in the
original principal amount of such Mortgage Loan (and, in the case of a Mortgage
Loan that is part of a Loan Combination, in the original (aggregate, if
applicable) principal amount of the other mortgage loan(s) constituting the
related Loan Combination) after all advances of principal (as set forth on the
Mortgage Loan Schedule) is insured by an ALTA lender's title insurance policy
(or a binding commitment therefor), or its equivalent as adopted in the
applicable jurisdiction, insuring the Seller, its successors and assigns,
subject only to the Title Exceptions; the Seller or its successors or assigns is
the named insured of such policy; such policy is assignable in connection with
the assignment of the related Mortgage Note without consent of the insurer and
will inure to the benefit of the Trustee as mortgagee of record; such policy is
in full force and effect upon the consummation of the transactions contemplated
by this Agreement; all premiums thereon have been paid; no material claims have
been made under such policy and the Seller has not done anything, by act or
omission, and the Seller has no actual knowledge of any matter, which would
impair or diminish the coverage of such policy. The insurer issuing such policy
is either (x) a nationally recognized title insurance company or (y) qualified
to do business in the jurisdiction in which the related Mortgaged Property is
located to the extent required; and such policy contains no material exclusions
for, or affirmatively insures (except for any Mortgaged Property located in a
jurisdiction where such insurance is not available) (a) access to a public road
or (b) against any loss due to encroachments of any material portion of the
improvements thereon.
13. As of the date of its origination, all insurance coverage required
under each related Mortgage was in full force and effect with respect to each
related Mortgaged Property, which insurance covered such risks as were
customarily acceptable to prudent commercial and multifamily mortgage lending
institutions lending on the security of property comparable to the related
Mortgaged Property in the jurisdiction in which such Mortgaged Property is
located, and with respect to a fire and extended perils insurance policy, was in
an amount (subject to a customary deductible) at least equal to the lesser of
(i) the replacement cost of improvements located on such Mortgaged Property, or
(ii) the original principal balance of the Mortgage Loan (and, in the case of a
Mortgage Loan that is part of a Loan Combination, in the original (aggregate, if
applicable) principal amount of the other mortgage loan(s) constituting the
related Loan Combination), and in any event, in an amount necessary to prevent
operation of any co-insurance provisions, and, except if such Mortgaged Property
is operated as a mobile home park, such Mortgaged Property is also covered by
business interruption or rental loss insurance, in an amount at least equal to
12 months of operations of the related Mortgaged Property (or in the case of a
Mortgaged Property without any elevator, 6 months); and as of the Cut-off Date,
to the actual knowledge of the Seller, all insurance coverage required under
each Mortgage, which insurance covers such risks and is in such amounts as are
customarily acceptable to prudent commercial and multifamily
I-4
mortgage lending institutions lending on the security of property comparable to
the related Mortgaged Property in the jurisdiction in which such Mortgaged
Property is located, is in full force and effect with respect to each related
Mortgaged Property; and all premiums due and payable through the Closing Date
have been paid; and no notice of termination or cancellation with respect to any
such insurance policy has been received by the Seller. Except for certain
amounts not greater than amounts which would be considered prudent by a
commercial and multifamily mortgage lending institution with respect to a
similar mortgage loan and which are set forth in the related Mortgage, any
insurance proceeds in respect of a casualty loss are required to be applied
either (i) to the repair or restoration of all or part of the related Mortgaged
Property or (ii) to the reduction of the outstanding principal balance of the
Mortgage Loan, subject in either case to requirements with respect to leases at
the related Mortgaged Property and to other exceptions customarily provided for
by prudent commercial and multifamily mortgage lending institutions for similar
loans. The Mortgaged Property is also covered by comprehensive general liability
insurance against claims for personal and bodily injury, death or property
damage occurring on, in or about the related Mortgaged Property, in an amount
customarily required by prudent commercial and multifamily mortgage lending
institutions.
The insurance policies contain a standard mortgagee clause naming the
holder of the related Mortgage, its successors and assigns as loss payee, in the
case of a property insurance policy, and additional insured in the case of a
liability insurance policy, and provide that they are not terminable without 30
days prior written notice to the Mortgagee (or, with respect to non-payment, 10
days prior written notice to the Mortgagee) or such lesser period as prescribed
by applicable law. Each Mortgage requires that the Mortgagor maintain insurance
as described above or permits the Mortgagee to require insurance as described
above, and permits the Mortgagee to purchase such insurance at the Mortgagor's
expense if Mortgagor fails to do so.
14. Other than payments due but not yet 30 days or more delinquent, to the
Seller's actual knowledge, based upon due diligence customarily performed with
the servicing of comparable mortgage loans by prudent commercial and multifamily
mortgage lending institutions, there is no material default, breach, violation
or event of acceleration existing under the related Mortgage or the related
Mortgage Note, and to the Seller's actual knowledge no event (other than
payments due but not yet delinquent) which, with the passage of time or with
notice and the expiration of any grace or cure period, would constitute a
material default, breach, violation or event of acceleration; provided, however,
that this representation and warranty does not address or otherwise cover any
default, breach, violation or event of acceleration that specifically pertains
to any matter otherwise covered by any other representation and warranty made by
the Seller in any paragraph of this Schedule I or in any paragraph of Schedule
II; and the Seller has not waived any material default, breach, violation or
event of acceleration under such Mortgage or Mortgage Note, except for a written
waiver contained in the related Mortgage File being delivered to the Purchaser,
and pursuant to the terms of the related Mortgage or the related Mortgage Note
and other documents in the related Mortgage File, no Person or party other than
the holder of such Mortgage Note may declare any event of default or accelerate
the related indebtedness under either of such Mortgage or Mortgage Note.
15. As of the Closing Date, each Mortgage Loan is not, and in the prior 12
months (or since the date of origination if such Mortgage Loan has been
originated within the past 12 months), has not been, 30 days or more past due in
respect of any Scheduled Payment.
I-5
16. Except with respect to ARD Loans, which provide that the rate at which
interest accrues thereon increases after the Anticipated Repayment Date, the
Mortgage Rate (exclusive of any default interest, late charges or prepayment
premiums) of such Mortgage Loan is a fixed rate.
17. No related Mortgage provides for or permits, without the prior written
consent of the holder of the Mortgage Note, any related Mortgaged Property to
secure any other promissory note or obligation except as expressly described in
such Mortgage or other Mortgage Loan document.
18. Each Mortgage Loan is directly secured by a Mortgage on a commercial
property or a multifamily residential property, and either (a) substantially all
of the proceeds of such Mortgage Loan were used to acquire, improve or protect
the portion of such commercial or multifamily residential property that consists
of an interest in real property (within the meaning of Treasury Regulations
Sections 1.856-3(c) and 1.856-3(d)) and such interest in real property was the
only security for such Mortgage Loan as of the Testing Date (as defined below),
or (b) the fair market value of the interest in real property which secures such
Mortgage Loan was at least equal to 80% of the principal amount of such Mortgage
Loan (i) as of the Testing Date, or (ii) as of the Closing Date. For purposes of
the previous sentence, (A) the fair market value of the referenced interest in
real property shall first be reduced by (1) the amount of any lien on such
interest in real property that is senior to such Mortgage Loan, and (2) a
proportionate amount of any lien on such interest in real property that is on a
parity with the Mortgage Loan, and (B) the "Testing Date" shall be the date on
which the referenced Mortgage Loan was originated ------------- unless (1) such
Mortgage Loan was modified after the date of its origination in a manner that
would cause a "significant modification" of such Mortgage Loan within the
meaning of Treasury Regulations Section 1.1001-3(b), and (2) such "significant
modification" did not occur at a time when such Mortgage Loan was in default or
when default with respect to such Mortgage Loan was reasonably foreseeable.
However, if the referenced Mortgage Loan has been subjected to a "significant
modification" after the date of its origination and at a time when such Mortgage
Loan was not in default or when default with respect to such Mortgage Loan was
not reasonably foreseeable, the Testing Date shall be the date upon which the
latest such "significant modification" occurred.
19. One or more environmental site assessments, updates or transaction
screens thereof were performed by an environmental consulting firm independent
of the Seller and the Seller's affiliates with respect to each related Mortgaged
Property during the 18-months preceding the origination of the related Mortgage
Loan, except for those Mortgage Loans identified on Annex A to this Schedule I
for which a lender's environmental insurance policy was obtained in lieu of such
environmental site assessments, updates and transaction screens, and the Seller,
having made no independent inquiry other than to review the report(s) prepared
in connection with the assessment(s), updates or transaction screens referenced
herein, has no actual knowledge and has received no notice of any material and
adverse environmental condition or circumstance affecting such Mortgaged
Property that was not disclosed in such report(s). If any such environmental
report identified any Recognized Environmental Condition (REC), as that term is
defined in the Standard Practice for Environmental Site Assessments: Phase I
I-6
Environmental Site Assessment Process Designation: E 1527-00, as recommended by
the American Society for Testing and Materials (ASTM), with respect to the
related Mortgaged Property and the same have not been subsequently addressed in
all material respects, then one or more of the following is true: (i) an escrow
greater than 100% of the amount identified as necessary by the environmental
consulting firm to address the REC is held by the Seller for purposes of
effecting same (and the related Mortgagor has covenanted in the Mortgage Loan
documents to perform such work); (ii) the related Mortgagor or other responsible
party having financial resources reasonably estimated to be adequate to address
the REC is required to take such actions or is liable for the failure to take
such actions, if any, with respect to such circumstances or conditions as have
been required by the applicable governmental regulatory authority or any
environmental law or regulation; (iii) the related Mortgagor has provided a
lender's environmental insurance policy (in which case such Mortgage Loan is
identified on Annex A to this Schedule I); (iv) an operations and maintenance
plan has been or will be implemented; (v) such conditions or circumstances were
investigated further and based upon such additional investigation, a qualified
environmental consultant recommended no further investigation or remediation; or
(vi) the Mortgagor or other responsible party has obtained a no further action
letter or other evidence that governmental authorities have no intention of
taking any action or requiring any action in respect of the REC. All
environmental assessments or updates that were in the possession of the Seller
and that relate to a Mortgaged Property insured by an environmental insurance
policy have been delivered to or disclosed to the environmental insurance
carrier issuing such policy prior to the issuance of such policy.
20. Each related Mortgage and Assignment of Leases, together with
applicable state law, contains customary and enforceable provisions for
comparable mortgaged properties similarly situated such as to render the rights
and remedies of the holder thereof adequate for the practical realization
against the Mortgaged Property of the principal benefits of the security,
including realization by judicial or, if applicable, non-judicial foreclosure,
subject to the effects of bankruptcy, insolvency, reorganization, receivership,
moratorium, redemption, liquidation or similar laws affecting the rights of
creditors and the application of principles of equity.
21. At the time of origination and, to the actual knowledge of Seller as of
the Cut-off Date, no Mortgagor is a debtor in any state or federal bankruptcy or
insolvency proceeding.
22. Except with respect to any Mortgage Loan that is part of a Loan
Combination, each Mortgage Loan is a whole loan and contains no equity
participation by the Seller or shared appreciation feature and does not provide
for any contingent or additional interest in the form of participation in the
cash flow of the related Mortgaged Property or, other than the ARD Loans,
provide for negative amortization. The Seller holds no preferred equity interest
in the related Mortgagor.
23. Subject to certain exceptions, which are customarily acceptable to
prudent commercial and multifamily mortgage lending institutions lending on the
security of property comparable to the related Mortgaged Property, each related
Mortgage or loan
I-7
agreement contains provisions for the acceleration of the payment of the unpaid
principal balance of such Mortgage Loan if, without complying with the
requirements of the Mortgage or loan agreement, (a) the related Mortgaged
Property, or any controlling interest in the related Mortgagor, is directly
transferred or sold (other than by reason of family and estate planning
transfers, transfers by devise, descent or operation of law upon the death or
incapacity of a member, general partner or shareholder of the related Mortgagor,
transfers of less than a controlling interest in a mortgagor, issuance of
non-controlling new equity interests, transfers among existing members, partners
or shareholders in the Mortgagor or an affiliate thereof, transfers among
affiliated Mortgagors with respect to cross-collateralized and cross-defaulted
Mortgage Loans or multi-property Mortgage Loans or transfers of a similar nature
to the foregoing meeting the requirements of the Mortgage Loan, such as pledges
of ownership interest that do not result in a change of control) or a
substitution or release of collateral is effected other than in the
circumstances specified in representation (26) below, or (b) the related
Mortgaged Property is encumbered in connection with subordinate financing by a
lien or security interest against the related Mortgaged Property, other than any
existing permitted additional debt.
24. Except as set forth in the related Mortgage File, the terms of the
related Mortgage Note and Mortgage(s) have not been waived, modified, altered,
satisfied, impaired, canceled, subordinated or rescinded in any manner which
materially interferes with the security intended to be provided by such
Mortgage.
25. Each related Mortgaged Property was inspected by or on behalf of the
related originator or an affiliate during the 12-month period prior to the
related origination date.
26. Since origination, no material portion of the related Mortgaged
Property has been released from the lien of the related Mortgage in any manner
which materially and adversely affects the value of the Mortgage Loan or
materially interferes with the security intended to be provided by such
Mortgage, and, except with respect to Mortgage Loans (a) which permit defeasance
by means of substituting for the Mortgaged Property (or, in the case of a
Mortgage Loan secured by multiple Mortgaged Properties, one or more of such
Mortgaged Properties) "government securities" within the meaning of Treasury
Regulation Section 1.860G-2(a)(8)(i) sufficient to pay the Mortgage Loans (or
portions thereof) in accordance with their terms, (b) where a release of the
portion of the Mortgaged Property was contemplated at origination and such
portion was not considered material for purposes of underwriting the Mortgage
Loan, (c) where release is conditional upon the satisfaction of certain
underwriting and legal requirements and the payment of a release price that
represents adequate consideration for such Mortgaged Property or the portion
thereof that is being released, (d) which permit the related Mortgagor to
substitute a replacement property in compliance with REMIC Provisions or (e)
which permit the release(s) of unimproved out-parcels or other portions of the
Mortgaged Property that will not have a material adverse affect on the
underwritten value of the security for the Mortgage Loan or that were not
allocated any value in the underwriting during the origination of the Mortgage
Loan, the terms of the related Mortgage do not provide for
I-8
release of any portion of the Mortgaged Property from the lien of the Mortgage
except in consideration of payment in full therefor.
27. To the Seller's actual knowledge, based upon a letter from governmental
authorities, a legal opinion, an endorsement to the related title policy, an
architect's letter or zoning consultant's report or based upon other due
diligence considered reasonable by prudent commercial and multifamily mortgage
lending institutions in the area where the applicable Mortgaged Property is
located, as of the date of origination of such Mortgage Loan and as of the
Cut-off Date, there are no material violations of any applicable zoning
ordinances, building codes and land laws applicable to the Mortgaged Property or
the use and occupancy thereof which (a) are not insured by an ALTA lender's
title insurance policy (or a binding commitment therefor), or its equivalent as
adopted in the applicable jurisdiction, or a law and ordinance insurance policy
or (b) would have a material adverse effect on the value, operation or net
operating income of the Mortgaged Property.
28. To the Seller's actual knowledge based on surveys and/or the title
policy referred to herein obtained in connection with the origination of each
Mortgage Loan, none of the material improvements which were included for the
purposes of determining the appraised value of the related Mortgaged Property at
the time of the origination of the Mortgage Loan lies outside of the boundaries
and building restriction lines of such property (except Mortgaged Properties
which are legal non-conforming uses), to an extent which would have a material
adverse affect on the value of the Mortgaged Property or related Mortgagor's use
and operation of such Mortgaged Property (unless affirmatively covered by title
insurance) and no improvements on adjoining properties encroached upon such
Mortgaged Property to an extent which would have a material adverse affect on
the value of the Mortgaged Property or related Mortgagor's use and operation of
such Mortgaged Property (unless affirmatively covered by title insurance).
29. With respect to at least 95% of the Mortgage Loans (by principal
balance) having a Cut-off Date Balance in excess of 1% of the Initial Pool
Balance, the related Mortgagor has covenanted in its organizational documents
and/or the Mortgage Loan documents to own no significant asset other than the
related Mortgaged Property or Mortgaged Properties, as applicable, and assets
incidental to its ownership and operation of such Mortgaged Property, and to
hold itself out as being a legal entity, separate and apart from any other
Person.
30. No advance of funds has been made other than pursuant to the loan
documents, directly or indirectly, by the Seller to the Mortgagor and, to the
Seller's actual knowledge, no funds have been received from any Person other
than the Mortgagor, for or on account of payments due on the Mortgage Note or
the Mortgage.
31. As of the date of origination and, to the Seller's actual knowledge, as
of the Cut-off Date, there was no pending action, suit or proceeding, or
governmental investigation of which it has received notice, against the
Mortgagor or the related Mortgaged Property the adverse outcome of which could
reasonably be expected to materially and adversely affect such Mortgagor's
ability to pay principal, interest or any
I-9
other amounts due under such Mortgage Loan or the security intended to be
provided by the Mortgage Loan documents or the current use of the Mortgaged
Property.
32. As of the date of origination, and, to the Seller's actual knowledge,
as of the Cut-off Date, if the related Mortgage is a deed of trust, a trustee,
duly qualified under applicable law to serve as such, has either been properly
designated and serving under such Mortgage or may be substituted in accordance
with the Mortgage and applicable law.
33. Except with respect to any Mortgage Loan that is part of a Loan
Combination, the related Mortgage Note is not secured by any collateral that
secures a mortgage loan that is not in the Trust Fund. and each Mortgage Loan
that is cross-collateralized is cross-collateralized only with other Mortgage
Loans sold pursuant to this Agreement.
34. The improvements located on the Mortgaged Property are either not
located in a federally designated special flood hazard area or the Mortgagor is
required to maintain or the mortgagee maintains, flood insurance with respect to
such improvements and such insurance policy is in full force and effect.
35. All escrow deposits and payments required pursuant to the Mortgage Loan
as of the Closing Date required to be deposited with the Seller in accordance
with the Mortgage Loan documents have been so deposited, and to the extent not
disbursed or otherwise released in accordance with the related Mortgage Loan
documents, are in the possession, or under the control, of the Seller or its
agent and there are no deficiencies in connection therewith.
36. To the Seller's actual knowledge, based on the due diligence
customarily performed in the origination of comparable mortgage loans by prudent
commercial and multifamily mortgage lending institutions with respect to the
related geographic area and properties comparable to the related Mortgaged
Property, as of the date of origination of the Mortgage Loan, the related
Mortgagor was in possession of all material licenses, permits and authorizations
then required for use of the related Mortgaged Property, and, as of the Cut-off
Date, the Seller has no actual knowledge that the related Mortgagor was not in
possession of such licenses, permits and authorizations.
37. The origination (or acquisition, as the case may be) practices used by
the Seller or its affiliates with respect to the Mortgage Loan have been in all
material respects legal and the servicing and collection practices used by the
Seller or its affiliates with respect to the Mortgage Loan have met customary
industry standards for servicing of commercial mortgage loans for conduit loan
programs.
38. Except for any Mortgage Loan secured by a Mortgagor's leasehold
interest in the related Mortgaged Property, the related Mortgagor (or its
affiliate) has title in the fee simple interest in each related Mortgaged
Property.
39. The Mortgage Loan documents for each Mortgage Loan provide that each
Mortgage Loan is non-recourse to the related Mortgagor except that the related
I-10
Mortgagor accepts responsibility for fraud and/or other intentional material
misrepresentation. The Mortgage Loan documents for each Mortgage Loan provide
that the related Mortgagor shall be liable to the lender for losses incurred due
to the misapplication or misappropriation of rents collected in advance or
received by the related Mortgagor after the occurrence of an event of default
and not paid to the Mortgagee or applied to the Mortgaged Property in the
ordinary course of business, misapplication or conversion by the Mortgagor of
insurance proceeds or condemnation awards or breach of the environmental
covenants in the related Mortgage Loan documents.
40. Subject to the exceptions set forth in representation (5), the
Assignment of Leases set forth in the Mortgage or separate from the related
Mortgage and related to and delivered in connection with each Mortgage Loan
establishes and creates a valid, subsisting and enforceable lien and security
interest in the related Mortgagor's interest in all leases, subleases, licenses
or other agreements pursuant to which any Person is entitled to occupy, use or
possess all or any portion of the real property.
41. With respect to such Mortgage Loan, any prepayment premium constitutes
a "customary prepayment penalty" within the meaning of Treasury Regulations
Section 1.860G-1(b)(2).
42. If such Mortgage Loan contains a provision for any defeasance of
mortgage collateral, such Mortgage Loan permits defeasance (a) no earlier than
two years after the Closing Date, and (b) only with substitute collateral
constituting "government securities" within the meaning of Treasury Regulations
Section 1.860G-2(a)(8)(i) in an amount sufficient to make all scheduled payments
under the Mortgage Note. In addition, if such Mortgage contains such a
defeasance provision, it provides (or otherwise contains provisions pursuant to
which the holder can require) that an opinion be provided to the effect that
such holder has a first priority perfected security interest in the defeasance
collateral. The related Mortgage Loan documents permit the lender to charge all
of its expenses associated with a defeasance to the Mortgagor (including rating
agencies' fees, accounting fees and attorneys' fees), and provide that the
related Mortgagor must deliver (or otherwise, the Mortgage Loan documents
contain certain provisions pursuant to which the lender can require) (i) an
accountant's certification as to the adequacy of the defeasance collateral to
make payments under the related Mortgage Loan for the remainder of its term,
(ii) an Opinion of Counsel that the defeasance complies with all applicable
REMIC Provisions, and (iii) assurances from the Rating Agencies that the
defeasance will not result in the withdrawal, downgrade or qualification of the
ratings assigned to the Certificates. Notwithstanding the foregoing, some of the
Mortgage Loan documents may not affirmatively contain all such requirements, but
such requirements are effectively present in such documents due to the general
obligation to comply with the REMIC Provisions and/or deliver a REMIC Opinion of
Counsel.
43. To the extent required under applicable law as of the date of
origination, and necessary for the enforceability or collectability of the
Mortgage Loan, the originator of such Mortgage Loan was authorized to do
business in the jurisdiction in which the
I-11
related Mortgaged Property is located at all times when it originated and held
the Mortgage Loan.
44. Neither the Seller nor any affiliate thereof has any obligation to make
any capital contributions to the Mortgagor under the Mortgage Loan.
45. Except with respect to any Mortgage Loan that is part of a Loan
Combination, none of the Mortgaged Properties are encumbered, and none of the
Mortgage Loan documents permit the related Mortgaged Property to be encumbered
subsequent to the Closing Date without the prior written consent of the holder
thereof, by any lien securing the payment of money junior to or of equal
priority with, or superior to, the lien of the related Mortgage (other than
Title Exceptions, taxes, assessments and contested mechanics and materialmen's
liens that become payable after the Cut-off Date of the related Mortgage Loan).
I-12
ANNEX A (TO SCHEDULE I)
Mortgage Loans as to Which the Related Mortgagor Obtained
a Lender's Environmental Insurance Policy
None.
I-13
SCHEDULE II
GROUND LEASE REPRESENTATIONS AND WARRANTIES
With respect to each Mortgage Loan secured by a leasehold interest (except
with respect to any Mortgage Loan also secured by a fee interest in the related
Mortgaged Property), the Seller represents and warrants the following with
respect to the related Ground Lease:
1. Such Ground Lease or a memorandum thereof has been or will be duly
recorded no later than 30 days after the Closing Date and such Ground Lease
permits the interest of the lessee thereunder to be encumbered by the
related Mortgage or, if consent of the lessor thereunder is required, it
has been obtained prior to the Closing Date.
2. Upon the foreclosure of the Mortgage Loan (or acceptance of a deed
in lieu thereof), the Mortgagor's interest in such ground lease is
assignable to the mortgagee under the leasehold estate and its assigns
without the consent of the lessor thereunder (or, if any such consent is
required, it has been obtained prior to the Closing Date).
3. Such Ground Lease may not be amended, modified, canceled or
terminated without the prior written consent of the mortgagee and any such
action without such consent is not binding on the mortgagee, its successors
or assigns, except termination or cancellation if (a) an event of default
occurs under the Ground Lease, (b) notice thereof is provided to the
mortgagee and (c) such default is curable by the mortgagee as provided in
the Ground Lease but remains uncured beyond the applicable cure period.
4. To the actual knowledge of the Seller, at the Closing Date, such
Ground Lease is in full force and effect and other than payments due but
not yet 30 days or more delinquent, (a) there is no material default, and
(b) there is no event which, with the passage of time or with notice and
the expiration of any grace or cure period, would constitute a material
default under such Ground Lease.
5. The Ground Lease or ancillary agreement between the lessor and the
lessee requires the lessor to give notice of any default by the lessee to
the mortgagee. The ground lease or ancillary agreement further provides
that no notice of default given is effective against the mortgagee unless a
copy has been given to the mortgagee in a manner described in the ground
lease or ancillary agreement.
6. The ground lease (a) is not subject to any liens or encumbrances
superior to, or of equal priority with, the Mortgage, subject, however, to
only the Title Exceptions or (b) is subject to a subordination,
non-disturbance and attornment agreement to which the mortgagee on the
lessor's fee interest in the Mortgaged Property is subject.
7. A mortgagee is permitted a reasonable opportunity (including, where
necessary, sufficient time to gain possession of the interest of the lessee
under the ground lease) to cure any curable default under such Ground Lease
before the lessor thereunder may terminate such Ground Lease.
II-1
8. Such Ground Lease has an original term (together with any extension
options, whether or not currently exercised, set forth therein all of which
can be exercised by the mortgagee if the mortgagee acquires the lessee's
rights under the Ground Lease) that extends not less than 20 years beyond
the Stated Maturity Date.
9. Under the terms of such Ground Lease, any estoppel or consent
letter received by the mortgagee from the lessor, and the related Mortgage,
taken together, any related insurance proceeds or condemnation award (other
than in respect of a total or substantially total loss or taking) will be
applied either to the repair or restoration of all or part of the related
Mortgaged Property, with the mortgagee or a trustee appointed or approved
by it having the right to hold and disburse such proceeds as repair or
restoration progresses (except in cases where a provision entitling another
party to hold and disburse such proceeds would not be viewed as
commercially unreasonable by a prudent commercial and multifamily mortgage
lending institution), or to the payment or defeasance of the outstanding
principal balance of the Mortgage Loan, together with any accrued interest
(except in cases where a different allocation would not be viewed as
commercially unreasonable by a prudent commercial and multifamily mortgage
lending institution, taking into account the relative duration of the
ground lease and the related Mortgage and the ratio of the market value of
the related Mortgaged Property to the outstanding principal balance of such
Mortgage Loan).
10. The ground lease does not impose any restrictions on subletting
that would be viewed as commercially unreasonable by a prudent commercial
and multifamily mortgage lending institution.
11. The ground lessor under such Ground Lease is required to enter
into a new lease upon termination of the Ground Lease for any reason,
including the rejection of the Ground Lease in bankruptcy.
II-2
SCHEDULE III
EXCEPTIONS TO GENERAL MORTGAGE REPRESENTATIONS AND
WARRANTIES (SET FORTH IN SCHEDULE I)
Representation #8
-----------------
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Loan
Number Loan Name Description of Exception
----------------------------------------------------------------------------------------------------------------------
Aurora - Hartland With respect to the loans listed to the left,
Aurora - Airport certain tenants or others have a right of first
Aurora - Xxxxxxxx refusal to purchase the related Mortgaged Propert
Aurora - Bluemond (or a portion thereof) in the event the related
Wolf Creek Apartments Mortgagor elects to sell the related Mortgaged
Walgreen's - Henderson, NV Property. While such right of first refusal would
Wal-Mart - Fremont, CA not apply to a foreclosure acquisition of the
Rite Aid - Louisville Mortgaged Property by the mortgage lender, such
Pacso Rite Aid right of first refusal would apply to subsequent
Best Buy - Fond Du Lac sales of the Mortgaged Property.
Mill & Main Building
Walgreen's - Orange, CT
Sweet Bay Shopping Center
Doubletree Suites - Tukwila, WA
Northeast Florida Industrial Center
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GT Portfolio - Xxxx Road / 300 LLC With respect to the loans listed to the left,
GT Portfolio - Xxxx Road / 80 LLC certain tenants or others have an option to purchase
the related Mortgaged Property (or a portion
thereof). However, such option is subordinated to
the lien of the Mortgage, provided however, such
option will survive following a foreclosure sale by
lender.
----------------------------------------------------------------------------------------------------------------------
Hilltop Square Shopping Center With respect to the loans listed to the left, Taco
Xxxx has an option to purchase the portion of the
Mortgaged Property that it currently occupies as
tenant, and Wendy's has a right of first refusal
with respect to the portion of the Mortgaged
Property it currently occupies as tenant. Such
option to purchase and the right of first refusal
are not subordinated to the lien of the Mortgage. In
the event Taco Xxxx exercises its purchase option,
borrower may either (i) fund a reserve with lender
in an amount equal to $1,500,000, which reserve
shall be applied to that portion of the loan
outstanding on the maturity date of the loan or (ii)
affect a partial defeasance of the Taco Xxxx parcel
subject to
----------------------------------------------------------------------------------------------------------------------
III-1
----------------------------------------------------------------------------------------------------------------------
the terms of the loan documents, by, among other
things, paying to lender the sum of $638,216. In the
event Wendy's exercises its right of refusal,
borrower may either (i) fund a reserve with lender
in an amount equal to $605,631, which reserve shall
be applied to that portion of the loan outstanding
on the maturity date of the loan or (ii) affect a
partial defeasance of the Wendy's parcel subject to
the terms of the loan documents, by, among other
things, paying to lender the sum of $605,631.
----------------------------------------------------------------------------------------------------------------------
ShopKo Portfolio (Madison, WI) With respect to the loan listed to the left, there
is an outstanding third party purchase option which
has not been subordinated to the lien of the related
mortgage. The borrower is permitted to release the
affected property in connection with such purchase
option, subject to certain conditions, including,
among other things, by payment of a release price
specified in the loan documents. In the event such
option is exercised prior to the permitted
defeasance date, the ShopKo Portfolio Loan will be
subject to prepayment (together with a yield
maintenance payment) in an amount equal to the
greater of (i) 100% of the allocated loan amount and
(ii) the price received by the related borrower in
connection with the exercise of such purchase
option.
----------------------------------------------------------------------------------------------------------------------
ShopKo Portfolio With respect to the loan listed to the left, such
loan is part of a loan combination that includes
multiple additional mortgage loans (not included in
the series 2006-C4 securitization transaction) that
are: (a) pari passu and pro rata in right of payment
with, and cross-defaulted with, the subject
underlying mortgage loan; and (b) secured by the
same mortgage instrument(s) encumbering the same
portfolio of mortgaged real properties as is the
subject underlying mortgage loan.
----------------------------------------------------------------------------------------------------------------------
III-2
Representation #11
------------------
----------------------------------------------------------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
----------------------------------------------------------------------------------------------------------------------
ShopKo Portfolio (De Pere, WI) The borrower (with the consent of lender) recently
agreed to convey a non-material portion of the
mortgaged property to assist in a road project being
undertaken to construct a new bridge. The amount of
land conveyed was 31 square feet, for which the
borrower received $372.00.
----------------------------------------------------------------------------------------------------------------------
ShopKo Portfolio (Walla Walla, WA) The city of Walla Walla is studying a road
realignment project that may affect the parking lot
and access to the mortgaged property. The borrower
is working with a developer and potential purchaser
of the adjoining mall to submit alternative site
plan designs to ensure desirable access to the
mortgaged property and no negative impact with
respect to parking.
----------------------------------------------------------------------------------------------------------------------
ShopKo Portfolio (Ashwaubenon, WI) In conjunction with the Wisconsin Department of
Transportation, the village of Ashwaubenon is
studying an extension of an off-ramp from a nearby
state highway that would extend through a portion of
excess land near the general office building at the
related mortgaged property. The borrower is
cooperating with the Village and this project has
not been finalized and is still confidential.
----------------------------------------------------------------------------------------------------------------------
ShopKo Portfolio (Stevens Point, WI) The City of Xxxxxxx Point and the owner of the
adjacent mall desire to realign roads and redevelop
certain surrounding properties. The ShopKo store is
key to the current development but the building
location is not conducive to the developer's optimal
design and redevelopment plan. The plans are
preliminary and the City has yet to approve any such
plans.
----------------------------------------------------------------------------------------------------------------------
Representation #13
------------------
----------------------------------------------------------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
----------------------------------------------------------------------------------------------------------------------
Aurora - Hartland With respect to the loans listed to the left, no
Aurora - Airport business interruption insurance is maintained.
----------------------------------------------------------------------------------------------------------------------
III-3
----------------------------------------------------------------------------------------------------------------------
Aurora - Xxxxxxxx In each case, the respective leases for each
Aurora - Bluemond Mortgaged Property do not contain provisions which
CVS - Port Xxxxxx, FL would permit such tenants to xxxxx rent in the event
of a casualty or condemnation.
----------------------------------------------------------------------------------------------------------------------
Wal-Mart Fremont With respect to the loan listed to the left, no
business interruption insurance is maintained.
However, the security for the loan is land only.
----------------------------------------------------------------------------------------------------------------------
Representation #16
------------------
----------------------------------------------------------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
----------------------------------------------------------------------------------------------------------------------
Mallard Crossing Apartments The respective interest rates step up annually from
Four Winds Apartments the initial mortgage rate through the first seven
(7) years of the respective loan terms.
----------------------------------------------------------------------------------------------------------------------
Representation #17
------------------
----------------------------------------------------------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
----------------------------------------------------------------------------------------------------------------------
Oglethorpe Crossing With respect to the loan listed to the left, a
junior mortgage on the related Mortgaged Property
secures existing subordinate debt in the original
principal amount of $4,612,339.33. Borrower incurred
the subordinate debt in connection with the purchase
of the related mortgaged property to effectuate a
reverse 1031 exchange. The junior mortgagee is JLC
Suncoast, LLC, an entity owned by the guarantor
under the mortgage loan. The loan documents require
the borrower to fully pay off the subordinate debt
upon completion of the 1031 exchange which may not
be later than August 15, 2006. The subordinate debt
documents do not provide for foreclosure rights and
the junior loan has been fully subordinated to the
mortgage loan pursuant to a subordination agreement
delivered by the junior mortgagee.
----------------------------------------------------------------------------------------------------------------------
III-4
----------------------------------------------------------------------------------------------------------------------
ShopKo Portfolio With respect to the loan listed to the left, such
loan is part of a loan combination that includes
multiple additional mortgage loans (not included in
the series 2006-C4 securitization transaction) that
are: (a) pari passu and pro rata in right of payment
with, and cross-defaulted with, the subject
underlying mortgage loan; and (b) secured by the
same mortgage instrument(s) encumbering the same
portfolio of mortgaged real properties as is the
subject underlying mortgage loan.
----------------------------------------------------------------------------------------------------------------------
Representation #23
------------------
----------------------------------------------------------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
----------------------------------------------------------------------------------------------------------------------
ShopKo Portfolio With respect to the loan listed to the
left, sponsors of the borrower are permitted to
pledge indirect interests in the borrower in
connection with a line of credit or similar
corporate facility secured by all, or substantially
all, of such sponsor's assets.
----------------------------------------------------------------------------------------------------------------------
Representation #26
------------------
----------------------------------------------------------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
----------------------------------------------------------------------------------------------------------------------
Xxxx Pointe Brea With respect to the loan listed to the left, the
loan documents provide for the release of a portion
of the related Mortgaged Property consisting of a
surface parking lot containing 317 parking spaces in
connection with the development of a parking garage
and other improvements upon satisfaction of certain
conditions as set forth in the loan documents,
including, without limitation, (i) the to be built
parking garage shall contain no less than 317
parking spaces or a greater number of spaces in
order to comply with applicable parking requirements
which are dedicated for the exclusive use of the
remaining Mortgaged Property; (ii) the delivery of
an endorsement to the lender's title insurance
policy insuring that lender will continue to have a
first lien against the remaining property and (iii)
the remaining property shall not be in violation of
any zoning,
----------------------------------------------------------------------------------------------------------------------
III-5
----------------------------------------------------------------------------------------------------------------------
land use, subdivision, or other law, statute,
ordinance, rule, regulation, or requirement of any
governmental authority having jurisdiction,
including, but not limited to, any applicable
setback or parking requirement or render all or any
part of the remainder of the property a
nonconforming use thereunder.
----------------------------------------------------------------------------------------------------------------------
Spring Hill Suites - North Shore Each of the loans listed to the left are
Holiday Inn Express - South Side cross-defaulted and cross-collateralized with each
Holiday Inn Express - Bridgeville other. The respective Mortgaged Properties may be
Comfort Inn - Meadowlands released from the effects of the cross subject to
the satisfaction of certain conditions set forth in
the related loan documents, including among other
things, (a) each of the Mortgaged Properties must
meet a debt-service-coverage ratio of 1.35X (except
the Bridgeville Mortgaged Property must maintain a
debt-service-coverage ratio of 1.40X) for the
trailing 12 months at actual loan constant of 7.64%
and (b) no event of default under any of the
respective loan documents has occurred and is
continuing.
----------------------------------------------------------------------------------------------------------------------
Reckson Portfolio II With respect to the loan listed to the left, the
related loan documents permit the borrower to obtain
the release of an individual property from the lien
of the mortgage by simultaneously substituting
another property for the released property, subject
to the satisfaction of certain conditions, including
among other things, (i) no substitution will be
permitted until the date after which defeasance is
permitted has passed or if any event of default has
occurred; (ii) obtaining confirmation from the
Rating Agency that the then current ratings of the
offered certificates will not be downgraded,
withdrawn or qualified as a result of the
substitution; (iii) borrower shall have delivered to
lender a current appraisal for the substitute
property and a current appraisal for the released
property; (iv) the debt-service-coverage ratio is
equal to or greater than the greater of (A) 95% of
the debt-service- coverage ratio for the properties
immediately prior to the substitution and (B) 1.5x;
(v) the loan-to-value ratio will not be in excess of
the lesser of (X) 105% of the loan-to-value ratio
for the properties immediately prior to the
substitution and (Y) 55%; and (vi) after
----------------------------------------------------------------------------------------------------------------------
III-6
----------------------------------------------------------------------------------------------------------------------
giving effect to the substitution, the geographic
concentrations and general use of the properties
will not have materially changed. The borrower is
not permitted more than three (3) substitutions
during the entire term of the loan, and the
aggregate allocated loan amounts of the released
properties for all substitutions during the entire
term of the loan may not exceed thirty-five percent
(35%) of the original principal balance of the loan.
----------------------------------------------------------------------------------------------------------------------
Reckson Portfolio II With respect to the loan listed to the left, the
related loan documents provide for the release of
any one or more properties upon a sale of such
property to a bona fide third party purchaser,
subject to the satisfaction of certain conditions,
including among others, that (i) no event of default
has occurred and is continuing, (ii) the debt
service coverage ratio of the remaining properties
is equal to or greater than the greater of (A) 95%
of the properties calculated immediately prior to
the partial release and (B) 1.50x, and (iii) the
loan must be partially defeased in the amount of
110% of the allocated loan amount for the released
property as a condition to such release. In addition
to the foregoing, with respect to the mortgaged
property identified as the 55 Xxxxxxx Xxxxxxxx
property, a portion of such property consisting of
approximately 6.555 acres may be released without
the payment of any release price or defeasance upon
satisfaction of certain conditions, including, among
others, (a) the release partial is legally
subdivided, (b) the release parcel shall not be
owned by any borrower of the Reckson II Portfolio
Loan, and (c) the existing ground lease with respect
to the 55 Xxxxxxx Xxxxxxxx property shall be amended
to remove the released portion and there shall be a
pro-rata reduction in the ground lease rent.
----------------------------------------------------------------------------------------------------------------------
Great Wolf Resorts - Wisconsin With respect to the loan listed to the left, xxx
Xxxxx & Sandusky, Ohio related loan documents provide for the release of
the Sandusky, Ohio Mortgaged Property upon
satisfaction of certain conditions contained in the
related loan documents, including, without
limitation, (i) no event of default has occurred and
is continuing, (ii) the loan-to-value ratio of the
remaining property
----------------------------------------------------------------------------------------------------------------------
III-7
----------------------------------------------------------------------------------------------------------------------
shall not exceed 55%, (iii) the
debt-service-coverage ratio following the release
shall be equal to or greater than (A) the debt-
service-coverage ratio immediately prior to the
release date, or (B) 1.65x, and (iv) the partial
defeasance of the loan in the amount of 115% of the
allocated loan amount for the Sandusky, Ohio
Mortgaged Property.
----------------------------------------------------------------------------------------------------------------------
Stonehenge Apartments With respect to the loan listed to the left, the
loan documents provide for the release of any one of
the Mortgaged Properties, subject to satisfaction of
certain conditions in the loan documents, including,
among other things, (i) the debt-service-coverage
ratio following the release shall not be less than
the debt-service-coverage ratio immediately prior to
the release date, (ii) the loan-to-value ratio of
the remaining property shall not exceed 80%, and
(iii) the delivery of a rating agency confirmation
providing that the then current ratings of the
offered certificates will not be downgraded,
withdrawn or qualified as a result of the release.
----------------------------------------------------------------------------------------------------------------------
Northeast Florida Industrial Center With respect to the loan listed to the left, the
related loan documents permit the release of certain
vacant parcels of land upon the satisfaction of
certain conditions set forth in the loan documents,
including among other things, (a) the loan-to-value
ratio of the remaining property shall not be greater
than the lesser of (i) 80% and (ii) the actual
loan-to-value at the time the loan was closed, and
that the remaining property shall meet a
debt-service-coverage ratio of 1.20X, (b) any
tenants with an option to purchase or right of first
refusal to purchase or lease any portion of the
applicable release parcel shall have waived same and
delivered a reasonably satisfactory estoppel
certifying same to lender, (c) the delivery of
reaffirmed loan documents, and (d) the delivery of a
revised ALTA survey and updated title policy.
----------------------------------------------------------------------------------------------------------------------
Virginia Gateway With respect to the loan listed to the left, the
related loan documents permit the release of a
portion of the Mortgaged Property from the loan upon
the satisfaction of certain conditions
----------------------------------------------------------------------------------------------------------------------
III-8
----------------------------------------------------------------------------------------------------------------------
set forth in the loan documents, including among
other things, (a) the release parcel must be
conveyed to an entity other than borrower, (b)
delivery of a REMIC opinion, (c) the remaining
Mortgaged Property must comply with parking, zoning
and tenant lease requirements, (d) an easement
permitting borrower to use the released parcel for
its existing use free of cost must be recorded, and
(e) the release parcel must constitute a separate
tax lot.
----------------------------------------------------------------------------------------------------------------------
Hilltop Square Shopping Center With respect to the loan listed to the left, the
related loan documents permit the release of the
Taco Xxxx Parcel upon satisfaction of certain
conditions set forth in the loan documents,
including among other things, (a) payment of
$1,500,000 or by affecting a Taco Xxxx Partial
Defeasance per the loan documents, (b) the remaining
Mortgaged Property must support a loan-to-value
ratio of no greater than 75% and a
debt-service-coverage ratio of 1.31X, and (c)
delivery to lender of all due diligence items
necessary to evidence perfection and priority of the
remaining Mortgaged Property. Additionally, the loan
documents permit the release of the Wendy's Parcel
upon satisfaction of certain conditions set forth in
the loan documents, including, (a) payment of the
greater of $605,630.07 or the consideration paid by
Wendy's for the exercise of its right of first
refusal, or by affecting a Wendy's Defeasance per
the loan documents, (b) the remaining Mortgaged
Property must support a loan-to-value ratio of no
greater than 75% and a debt-service- coverage ratio
of at least 1.31X, and (c) delivery to lender of all
due diligence items necessary to evidence perfection
and priority of the remaining property.
----------------------------------------------------------------------------------------------------------------------
Prestige Portfolio I With respect to the loan listed to the left, the
related loan documents permit the release of one or
more individual properties subject to satisfaction
of certain conditions in the loan documents,
including among other things (a) the
debt-service-coverage ratio with respect to the
remaining Mortgaged Properties must be at least
1.20X and (b) the payment of a release
----------------------------------------------------------------------------------------------------------------------
III-9
----------------------------------------------------------------------------------------------------------------------
price in accordance with the following (i) first 25%
of defeased dollars at 120% of the allocated loan
amount, (ii) second 25% of defeased dollars at 115%
of the allocated loan amount, and (iii) remaining
defeasance at 110% of the allocated loan amount.
----------------------------------------------------------------------------------------------------------------------
Prestige Portfolio II With respect to the loan listed to the left, the
related loan documents permit the release of
individual properties constituting the loan
collateral, subject to the satisfaction of certain
conditions in the loan documents, including among
other things (a) the debt-service-coverage ratio on
remaining Mortgaged Properties must be at least
1.20X, and (b) defeasance in an amount equal to 115%
of allocated loan amount.
----------------------------------------------------------------------------------------------------------------------
ShopKo Portfolio (Madison, WI) With respect to the loan listed to the left, there
is an outstanding third party purchase option which
has not been subordinated to the lien of the related
mortgage. The borrower is permitted to release the
affected property in connection with such purchase
option, subject to certain conditions, including,
among other things, by payment of a release price
specified in the loan documents. In the event such
option is exercised prior to the permitted
defeasance date, the ShopKo Portfolio Loan will be
subject to prepayment (together with a yield
maintenance payment) in an amount equal to the
greater of (i) 100% of the allocated loan amount and
(ii) the price received by the related borrower in
connection with the exercise of such purchase
option.
----------------------------------------------------------------------------------------------------------------------
ShopKo Portfolio The borrower may obtain a release of any of the
related mortgaged real properties by substituting
another retail property of like kind and quality,
subject to satisfaction of the following conditions,
among others: (a) the aggregate combined amount (by
square foot) of rentable space (expressed as a
percentage of the total rentable space) that can be
substituted may not exceed 20% in any one calendar
year and 30% over the term of the related operating
leases at the ShopKo Portfolio mortgaged real
properties; (b) based on a current appraisal of
----------------------------------------------------------------------------------------------------------------------
III-10
----------------------------------------------------------------------------------------------------------------------
the replaced property and the substitute property,
the appraised value of the substitute property must
be equal to or greater than the appraised value of
the replaced property as of origination and
immediately prior to the date of proposed
substitution; (c) based on a certificate of the
related borrower, together with other evidence that
would be satisfactory to a prudent institutional
mortgage loan lender, after the substitution of a
substitute property and the release of the replaced
property, the debt service coverage ratio for the 12
full calendar months immediately preceding the date
of the substitution with respect to all properties
remaining subject to the lien of the related
mortgage instrument after the substitution will be
equal to or greater than the (i) debt service
coverage ratio for the 12 full calendar months
immediately preceding the origination date and (ii)
debt service coverage ratio for the 12 full calendar
months immediately preceding the substitution
(including the replaced property and excluding the
substitute property); (d) after individual
properties with an aggregate square footage of at
least ten percent (10%) of the original square
footage demised under the related operating leases
have been released, if the ShopKo Portfolio Mortgage
Loan is part of a securitization, the lender shall
have received confirmation in writing from the
rating agencies to the effect that such release and
substitution will not result in a withdrawal,
qualification or downgrade of the respective ratings
in effect immediately prior to such release and
substitution for the securities issued in connection
with the securitization that are then outstanding;
(e) the lender has received evidence that the
store-level profitability as set forth in the P&L
report of the substitute property is equal to or
greater than the store-level profitability of the
replaced property as set forth in the P&L report for
the immediately preceding 12-month period; and (f)
no event of default shall have occurred and be
continuing and borrower shall be in compliance in
all material respects with all terms and conditions
set forth in the loan documents.
----------------------------------------------------------------------------------------------------------------------
III-11
Representation #28
------------------
----------------------------------------------------------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
----------------------------------------------------------------------------------------------------------------------
ShopKo Portfolio No surveys were received in connection with the
ShopKo Portfolio Loan. However, title insurance with
no survey exception and express map endorsements
were issued with respect to the related mortgaged
properties.
----------------------------------------------------------------------------------------------------------------------
Representation #31
------------------
----------------------------------------------------------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
----------------------------------------------------------------------------------------------------------------------
Woodstream Apartments With respect to the loan listed to the left, the
related Mortgaged Property is currently in violation
of building codes with respect to the ventilation of
each of the individual apartment units. $400,000 of
loan proceeds were escrowed to pay for the cost of
remedying such violation and borrower is required to
complete such repairs within 270 days of closing,
however, so long as borrower is diligently pursuing
completion, borrower may obtain a 60 day extension
period to complete such repairs. Lender is not
required to release the escrowed funds until
borrower provides evidence to lender of satisfactory
completion of such repairs, including, a building
code compliance letter from the municipality.
----------------------------------------------------------------------------------------------------------------------
ShopKo Portfolio Federated Bond Fund, a Portfolio of Federated
Investment Series Funds, Inc. et al v. ShopKo
Stores, Inc., Sun Capital, Partners Group IV, Inc.,
Sun Capital Partners IV, LP, SKO Group Holdings
Corp., and SKO Acquisition Group This matter
involves a tender by an affiliate ("Affiliate") of
ShopKo Stores Operating Co., LLC (an operating
tenant of the mortgaged properties which no longer
has any relation to the borrower) to purchase its
9.25% Senior Notes due March 15, 2023, Plaintiffs
allege (1) the Affiliate violated Section 14(e) of
the Securities Exchange Act of 1934 and that any
consent solicitations received after July 14, 2005
are invalid, (2) that the Affiliate and the
----------------------------------------------------------------------------------------------------------------------
III-12
----------------------------------------------------------------------------------------------------------------------
other defendants violated 15 U.S.C.A. Section 78n(e)
by manipulating proposed merger transactions, first
with an affiliate of Xxxxxxx Xxxx Xxxxxxx &
Xxxxxxxx, Inc. and then with an affiliate of Sun
Capital Partners, (3) that the Affiliate committed
fraud and coercion in the inducement, and (4) that
the Affiliate fraudulently misrepresented the
proposed merger transactions. The Affiliate intends
to vigorously defend this action. The Affiliate and
the other defendants have filed a motion to dismiss
the action in lieu of an Answer, an oral argument
and the motion was heard on May 12, 2006.
Xxxx Xxxxxxx, Individually and on behalf of others
similarly situated v. ShopKo Stores, d/b/a ShopKo
Stores and Pamida Stores Purported class action
filed by a former general merchandise manager in
Boise, Idaho, seeking (1) unpaid wages and overtime
pursuant to FLSA, (2) declaration that the
Affiliate's practices violate the FLSA, and (3)
injunction prohibiting the Affiliate from continuing
to misclassify persons in assistant manager
positions as exempt from the wage and overtime
requirements of the FLSA, and from destroying,
altering or discarding evidence and records. The
Affiliate has filed a summary judgment motion that
is pending before the Court. The Affiliate intends
to vigorously defend this action.
----------------------------------------------------------------------------------------------------------------------
III-13
Representation #45
----------------------------------------------------------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
----------------------------------------------------------------------------------------------------------------------
ShopKo Portfolio With respect to the loan listed to the left,
sponsors of the borrower are permitted to pledge
indirect interests in the borrower in connection
with a line of credit or similar corporate facility
secured by all, or substantially all, of such
sponsor's assets.
----------------------------------------------------------------------------------------------------------------------
III-14
ANNEX A
-------
MORTGAGE LOAN SCHEDULE
A-1
LOAN
LOAN MORTGAGE GROUP
NUMBER LOAN SELLER NUMBER LOAN / PROPERTY NAME PROPERTY ADDRESS
------------------------------------------------------------------------------------------------------------------------------------
1 CGM 1 ShopKo Portfolio Various
1.1 00000 Xxxxx 000xx Xxxxxx 00000 Xxxxx 000xx Xxxxxx
1.2 000 Xxxxxxx Xxx 000 Xxxxxxx Xxx
1.3 0000 Xxxxxxxx Xxxxx 0000 Xxxxxxxx Xxxxx
1.4 000 Xxx Xxxx Xxxxxx 000 Xxx Xxxx Square
1.5 00 Xxxx Xxxxxxxxx 00 Xxxx Xxxxxxxxx
1.6 000 Xxxx Xxxxxxxx Xxxxx 000 Xxxx Xxxxxxxx Drive
1.7 0000 Xxxx Xxxxx Xxxx 0000 Xxxx Xxxxx Xxxx
1.8 000 Xxxx Xxxxxxx Xxxxxxxx (Xxxxxxx 53) 801 West Central Entrance (Highway 53)
1.9 0000 Xxxxxx Xxxxxx Xxxxx (Xxxxxxx 23) 0000 Xxxxxx Xxxxxx Xxxxx (Xxxxxxx 23)
1.10 0000 Xxxxxxx Xxxxx Xxxx 0000 Xxxxxxx Xxxxx Xxxx
1.11 0000 Xxxx Xxxxxxxxx Xxxxxx 0000 Xxxx Xxxxxxxxx Avenue
1.12 2201 Xxxxx Xxxx 0000 Xxxxx Xxxx
1.13 0000 Xxxxxxx Xxxxxx 0000 Xxxxxxx Xxxxxx
1.14 0000 Xxxxxxx 00 Xxxxx 0000 Xxxxxxx 00 Xxxxx
1.15 0000 Xxxxxxx 00 Xxxxx 0000 Xxxxxxx 00 Xxxxx
1.16 0000 Xxxxxxxx Xxxxxx 0000 Xxxxxxxx Xxxxxx
1.17 0000 Xxxx Xxxxx Xxxxxx 0000 Xxxx Xxxxx Xxxxxx
1.18 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxx 000 Xxxxx Xxxxxxxx Center Boulevard
1.19 14445 Xxxx Xxxxxx Xxxx 00000 Xxxx Xxxxxx Xxxx
1.20 0000 Xxxxx 00xx Xxxxxx 0000 Xxxxx 00xx Xxxxxx
1.21 000 Xxxx Xxxxxxx Xxxxxx 000 Xxxx Xxxxxxx Xxxxxx
1.22 0000 Xxxx Xxxxxxxxxx Xxxxxx 0000 Xxxx Xxxxxxxxxx Xxxxxx
1.23 0000 Xxxx 00xx Xxxxxx 0000 Xxxx 00xx Xxxxxx
1.24 0000 Xxxxxx Xxxxxx 0000 Xxxxxx Xxxxxx
1.25 000 Xxxxx Xxx Xxxx 000 Xxxxx Xxx Road
1.26 000 Xxxx Xxxxxxxxxx Xxxxxx 000 Xxxx Xxxxxxxxxx Xxxxxx
1.27 0000 Xxxx Xxxxxxxxx Xxxxxxxxxx 0000 Xxxx Xxxxxxxxx Expressway
1.28 0000 Xxxxx Xxxxxxx Xxxxxx 0000 Xxxxx Xxxxxxx Xxxxxx
1.29 0000 Xxxxxxx Xxxxxx 0000 Xxxxxxx Xxxxxx
1.30 000 Xxxx Xxxx Xxxxxx 000 Xxxx Xxxx Xxxxxx
1.31 North 0000 Xxxxxxx Xxxxxxx Xxxxx 9520 Newport Highway
1.32 0000 Xxxxxxxxxx Xxxxxx 0000 Xxxxxxxxxx Xxxxxx
1.33 0000 Xxxxx Xxxxx Xxxxxx 0000 Xxxxx Xxxxx Xxxxxx
1.34 0000 Xxxxx Xxxxxxx Xxxxxx 0000 Xxxxx Xxxxxxx Xxxxxx
1.35 0000 XX Xxxxxxx 00 0000 XX Xxxxxxx 14
1.36 0000 00xx Xxxxxx Xxxxxxxxx 0000 00xx Xxxxxx Xxxxxxxxx
1.37 000 Xxxxxxx 00 Xxxxxxxxx 000 Xxxxxxx 00 Xxxxxxxxx
1.38 0000 Xxx Xxxxxxx Xxxxxxxxx 0000 Xxx Xxxxxxx Xxxxxxxxx
1.39 0000 Xxxx Xxxxxxxx 0000 Xxxx Xxxxxxxx
1.40 0000 Xxxxx Xxxx Xxxx 0000 Xxxxx Xxxx Xxxx
1.41 0000 00xx Xxxxxx 0000 00xx Xxxxxx
1.42 000 Xxxxx 00xx Xxxxxx Xxxx 000 Xxxxx 00xx Xxxxxx Xxxx
1.43 000 Xxxxx Xxxxxx Xxxxxx 000 Xxxxx Xxxxxx Xxxxxx
1.44 0000 Xxxx Xxxxxx Xxxxxx 0000 Xxxx Xxxxxx Avenue
1.45 0000 Xxxxx 00xx Xxxxxx 0000 Xxxxx 00xx Xxxxxx
1.46 0000 Xxxxx Xxxx Xxxxxx 0000 Xxxxx Xxxx Xxxxxx
1.47 0000 Xxxxxxxx Xxxx 0000 Xxxxxxxx Xxxx
1.48 0000 Xxxxxxx Xxxxxx 0000 Xxxxxxx Xxxxxx
1.49 0000 Xxxxx Xxxxxxx 00 0000 Xxxxx Xxxxxxx 16
1.50 2602 Shopko Drive 2602 Shopko Drive
1.51 000 Xxxxx Xxxxxx Xxxxx 000 Xxxxx Xxxxxx Xxxxx
1.52 1553 West 9000 South 1553 West 9000 South
1.53 2290 South 1300 East 0000 Xxxxx 0000 Xxxx
1.54 000 Xxxxxxxxxx Xxxxx 000 Xxxxxxxxxx Xxxxx
1.55 0000 Xxxxxx Xxxx Xxxxxx 0000 Xxxxxx Xxxx Xxxxxx
1.56 0000 Xxxxx Xxxx Xxxxxx 0000 Xxxxx Xxxx Xxxxxx
1.57 0000 Xxxxxxxxx Xxxxxx 0000 Xxxxxxxxx Xxxxxx
1.58 0000 Xxxxxx Xxxxxx Xxxx (State Highway 14) 4344 Mormon Coulee Road (State Highway 14)
1.59 0000 Xxxxx Xxxxx 0000 Xxxxx Xxxxx
1.60 0000 Xxxxx Xxxxxxx Xxxx Xxxx 0000 Xxxxx Xxxxxxx View Road
1.61 000 Xxxxx Xxxxxxxxx Xxxxxx 000 Xxxxx Xxxxxxxxx Street
1.62 0000 Xxxxxxx Xxxxxx 0000 Xxxxxxx Xxxxxx
1.63 000 0xx Xxxxxx Xxxxxxxxx 000 0xx Xxxxxx Xxxxxxxxx
1.64 0000 Xxxx Xxxxx Xxxxxx 0000 Xxxx Xxxxx Xxxxxx
1.65 0000 Xxxx Xxxxxx (State Highway 10) 0000 Xxxx Xxxxxx (State Highway 10)
1.66 000 Xxxx Xxxxxx 000 Xxxx Xxxxxx
1.67 190 South 000 Xxxx 000 Xxxxx 000 Xxxx
1.68 000 Xxxxx Xxxxxxx 000 000 Xxxxx Xxxxxxx 281
1.69 000 Xxxxxxxxx Xxxxxx 000 Xxxxxxxxx Xxxxxx
1.70 0000 Xxxxx Xxxxxxx Xxxxxx 0000 Xxxxx Xxxxxxx Xxxxxx
1.71 South 0000 Xxxxx Xxxxxx Xxxxx 0000 Xxxxx Xxxxxx
1.72 000 Xxxxx Xxxxxxxxx Xxxxxx 000 Xxxxx Xxxxxxxxx Xxxxxx
1.73 4060 Xxxxxxxxx Xxxx 0000 Xxxxxxxxx Xxxx
1.74 000 Xxxxx Xxxxxx 000 Xxxxx Xxxxxx
1.75 0000 Xxxxx Xxxx Xxxxxx 0000 Xxxxx Xxxx Xxxxxx
1.76 0000 Xxxxxxxx Xxxxxx 0000 Xxxxxxxx Xxxxxx
1.77 4850 West 3500 South 4850 West 3500 South
1.78 0000 Xxxxx Xxxxxxx 00 (Xxxxx Xxxxxx) 0000 Xxxxx Xxxxxxx 00 (Xxxxx Xxxxxx)
1.79 0000 Xxxx Xxxxxx Xxxxxx 0000 Xxxx Xxxxxx Xxxxxx
1.80 000 Xxxxxx Xxxx Xxxxx 601 Xxxxxx Road South
1.81 0000 Xxxxxxxxxx Xxxxxxxxx 0000 Xxxxxxxxxx Xxxxxxxxx
1.82 0000 Xxxxxxx Xxxx 0000 Xxxxxxx Xxxx
1.83 000 Xxxx 0xx Xxxxxx 000 Xxxx 0xx Xxxxxx
1.84 0000 Xxxxx Xxxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xxxxxx
1.85 0000 Xxxxxxxx Xxxxx 0000 Xxxxxxxx Xxxxx
1.86 000 Xxxx Xxxxxx Xxxxxx 000 Xxxx Xxxxxx Xxxxxx
1.87 0000 Xxxxx Xxxxxx Xxxxx 0000 Xxxxx Xxxxxx Xxxxx
1.88 0000 Xxxxx Xxxxxxxx Xxxxxx 0000 Xxxxx Xxxxxxxx Xxxxxx
1.89 0000 Xxxxxxxx Xxxxxxxxx 0000 Xxxxxxxx Xxxxxxxxx
1.90 000 Xxxx Xxxxxxxx Xxxxx 000 Xxxx Xxxxxxxx Xxxxx
1.91 2741 Xxxxxxxxx Xxxxxx 0000 Xxxxxxxxx Xxxxxx
1.92 0000 Xxxxx Xxxxxxxxxx Xxxxxxx 0000 Xxxxx Xxxxxxxxxx Xxxxxxx
1.93 0000 Xxxx Xxxx Xxxx Xxxx 0000 Xxxx Xxxx Xxxx Xxxx
1.94 000 Xxxxxx Xxxx X 000 Xxxxxx Xxxx O
1.95 0000 Xxxxxxxxxxx Xxxxxxx 0000 Xxxxxxxxxxx Xxxxxxx
1.96 000 Xxxx 00xx Xxxxxx 000 Xxxx 00xx Xxxxxx
1.97 0000 Xxxxx Xxxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xxxxxx
1.98 0000 Xxxx Xxxxxx 0000 Xxxx Xxxxxx
1.99 0000 Xxxxxx Xxxx 0000 Xxxxxx Xxxx
1.100 000 Xxxx Xxxxx Xxxxxx 000 Xxxx Xxxxx Xxxxxx
1.101 000 Xxxxx Xxxx Xxxxxx 000 Xxxxx Xxxx Xxxxxx
1.102 0000 Xxxxx Xxxx Xxxxxx 0000 Xxxxx Xxxx Xxxxxx
1.103 000 Xxxxx Xxxx Xxxxxx 000 Xxxxx Xxxx Xxxxxx
1.104 0000 Xxxxxxxxxx Xxxxxx 0000 Xxxxxxxxxx Xxxxxx
1.105 2120 Thain Grade 2120 Thain Grade
1.106 0000 Xxxxxx Xxxx 0000 Xxxxxx Xxxx
1.107 0000 Xxxxxxxxx Xxxx 0000 Xxxxxxxxx Xxxx
1.108 1190 Xxxxx 0xx Xxxxxx 0000 Xxxxx 0xx Xxxxxx
1.109 0000 Xxxx Xxxx Xxxxxx 0000 Xxxx Xxxx Xxxxxx
1.110 East 00000 Xxxxxxx Xxxxxx Xxxx 00000 Xxxxxxx Avenue
1.111 000 Xxxxx Xxxxxxxxx Xxxxxx 000 Xxxxx Xxxxxxxxx Xxxxxx
1.112 0000 Xxxxx Xxxxxxxxx Xxxxxx 0000 Xxxxx Xxxxxxxxx Xxxxxx
2 CGM 0 Xxxx Xxxxxx Xxxx Xxxxxx Xxxx 0, 0, 3, 4, 6, 20, 30, 40, 50, 00
Xxxxxx Xxxxx
3 CGM 1 Reston Executive Center 12100-12120 Sunset Hills Road
4 CGM 1 Reckson II Office Portfolio Various
4.1 6800 Jericho 0000 Xxxxxxx Xxxxxxxx
4.2 00 Xxxxxxx Xxxxxxxxx Xxxxxxxxx 55 Xxxxxxx Xxxxxxxxx Boulevard
4.3 000 Xxxxx Xxxxxx Xxxx 000 Xxxxx Xxxxxx Xxxx
4.4 000 Xxxxx Xxxxxx Xxxx 000 Xxxxx Xxxxxx Xxxx
4.5 000 Xxxxxxxxxxx Xxxx 000 Xxxxxxxxxxx Xxxx
4.6 00 Xxxxxx Xxxxxx 00 Xxxxxx Xxxxxx
4.7 North Atrium II 0000 Xxxxxxx Xxxxxxxx
5 CGM 1 Great Wolf Resorts Portfolio Various
5.1 Great Wolf Resort - Sandusky, OH 4600 Milan Road
5.2 Great Wolf Resort - Wisconsin Dells 0000 Xxxxx Xxxx Xxxxx
7 CGM 1 20 North Orange 00 Xxxxx Xxxxxx Xxxxxx
Xxxxxx Portfolio
8 CGM 0 XxxxxxXxxx Xxxxxx - Xxxxx Xxxxx 000 Xxxxxxx Xxxxxx
9 CGM 0 Xxxxxxx Xxx Xxxxxxx - Xxxxx Xxxx 00 Xxxxx 00xx Xxxxxx
10 CGM 1 Holiday Inn Express - Bridgeville 0000 Xxxxxxxxxx Xxxx Xxxx
11 CGM 1 Comfort Inn - Meadowlands 000 Xxxxxxxxxxx Xxxxxxxxx
XX Xxxxxxxxx
12 CGM 0 Xxxx Xxxx 300 000 Xxxxx Xxxx Xxxx
13 CGM 1 JCG III 314, 315, 400, 000 Xxxxxxxx Xxxxxx
14 CGM 0 Xxxxxxx Xxxxxxxx Xxxx 6401 & 0000 Xxxxx Xxx Xxxxx Xxxxxxxxx
15 CGM 0 Xxxx Xxxx 80 000 Xxxxx Xxxx Xxxx
16 CGM 1 JCG V 00000 Xxxxxxxxxxx Xxxxx
17 CGM 1 6100 Center 0000 Xxxxx Xxxxxx Xxxxxx
18 CGM 0 Xxxxxxx Xxxxxxx 0000 Xxxxxxx Xxxxx
19 CGM 1 JCG IV 0000 Xxxx Xxxx Xxxxxx
22 CGM 2 Woodstream Apartments 000 Xxxx Xxxxxx Xxxx
00 XXX 1 XxXxxx Mall 000 Xxxxxxx Xxxx
24 CGM 1 Xxxxxxxxx Xxxxx 000 Xxxxx Xxx Xxxxxx
25 CGM 1 Lakeland Town Center 1402-1416 Lake Tapps Parkway East
26 CGM 1 Northeast Florida Industrial 0000 X.X.Xxxx Xxxxxxxxx
27 CGM 2 Bristol Pointe Apartment Homes 0000 Xxxxxxxxx Xxxxxxx Xxxxxx
28 CGM 1 Sweet Bay Shopping Center 00000 Xxxx Xxxxx Xxxx
29 CGM 1 Bossier Corners 0000 Xxxxxxx Xxxxx
30 CGM 2 Mallard Crossing Apartments 0000 Xxxxxxx Xxx
31 CGM 1 Plaza at the Pointe 000 Xxxxx Xxxxx
32 CGM 2 Treetops Apartments 000 Xxxxxxxx Xxxxx
33 CGM 0 Xxxxx Xxxxx 000, 000 & 000 Xxxxx Xxxxx
34 CGM 1 Milestone 21030, 21040, 20900 & 00000 Xxxxxxxxx Xxxx
35 CGM 1 000 Xxxxxxx Xxxx 000 Xxxxxxx Xxxx
36 CGM 1 Virginia Gateway 0000-0000 Xxxxxx Xxxx Xxxx
38 CGM 1 The Sterling and Xxxxxx Xxxxx Building 1402 & 0000 Xxxxx Xxxxxx
39 CGM 2 Wolf Creek Apartments 000 Xxxx Xxxxx Xxxxxx
40 CGM 1 Party City 00 Xxxxx Xxxx Xxxx
41 CGM 1 Xxxxxxx Health Park 11121-11181 Health Park Boulevard
42 CGM 1 Xxxxxxx Xxxxxxx'x Holiday Inn 0000 Xxxxxxxx Xxxxxx
43 CGM 1 Acme Plaza Shopping Center I (Xxxxxxx) 00 Xxxxxx Xxxx
44 CGM 1 AmeriCold Warehouse 000 Xxxxx Xxxxxxx Xxxxxx
45 CGM 2 Promontory Apartments 00 Xxxx Xxxxx Xxxx
46 CGM 0 Xxxxxxxxxx Xxxxxx - Xxxxxxx, XX 00000 Southcenter Parkway
47 CGM 0 Xxxxxx Xxxxxx Xxx - Xxxx Xxxxx, XX 4050 Xxx Road
48 CGM 1 Desert Inn Office Center 2725, 2755, 2785, 0000 Xxxx Xxxxxx Xxx Xxxx
49 CGM 2 Hidden Valley Club Apartments 000 Xxxxxx Xxxxxx Xxxx Xxxxx
50 CGM 1 Wal-Mart Fremont 00000 Xxxxxx Xxxxxx
51 CGM 2 Four Winds Apartments 8000 Perry Street
Beau Rivage Portfolio
52 CGM 2 Beau Rivage Apartments 192 0000 Xxxx Xxxxxxx Xxxxx
53 CGM 2 Beau Rivage Apartments 132 0000 Xxxx Xxxxxxx Xxxxx
54 CGM 1 Mendocino Marketplace 2240, 2280, 0000 Xxxxxxxxx Xxxxxx
55 CGM 1 00 Xxxxxxxx Xxxx 60 Frontage Road
57 CGM 1 0000 Xxxxxx Xxxxxx 0000-00 Xxxxxx Xxxxxx
59 CGM 1 Xxxxxxxxxx Center 1512-1530 Xxxxxxxxxx, 112-118 16th Avenue,
0000-0000 XxXxxxxx Xxxxxx
Curat Multifamily Portfolio
60 CGM 2 Autumnwood Apartments 000 Xxxxxx Xxxxxx
61 CGM 2 Silvercreek Apartments 0000 Xxxxx Xxxxxxxx Xxxxxx
62 CGM 2 Hilands II Apartments 0000 Xxxx Xxxxx Xxxx
64 CGM 0 Xxxxxxx Xxxxxxxxxx 0000 Xxxxxxxxxx Xxxx
65 CGM 0 Xxxxxxxx Xxxxxxxxx Xxx & Xxxxxx Xxxxxxxxxx Xxxxxxxxx Various
65.1 Marriot TownePlace Suites 0000 Xxxx Xxxxx Xxxxxxxxx
65.2 Fairfield Inn & Suites - Xxxxxxxxxx, XX 00000 Xxxxxx Bridge Road
65.3 Marriott Fairfield Inn & Suites - Macon, GA 0000 Xxxxxxxx Xxxxx
68 CGM 1 Whole Foods 28 & 00 Xxxxxxx Xxxx
69 CGM 1 State & Perryville Shopping Center 0000 Xxxx Xxxxx Xxxxxx
70 CGM 2 Stonehenge Apartments Various
70.1 Starkville Crossing 107-125 Xxxx Xxxxxx Street, 301-509
Xxxxxxx Xxxx, 101-123 Xxxxxxxx Street,
000-000 Xxxx Xxxxxx Xxxx and 000-000
Xxxxxxxxx Xxxxx
70.2 Stonehenge Apts 625 South Xxxxxxxxxx
71 CGM 1 0000-0000 Xxxxxxxxxx Xxxxxx 0000-0000 Xxxxxxxxxx Xxxxxx
72 CGM 0 Xxxxxxx Xxxxx 0000 Xxxxxxx Xxxxx
73 CGM 0 Xxxxxxxxxxxx Xxxxxxx Office 0000 Xxxxxxxxxxxx Xxxxxxx
74 CGM 1 Marriott Fairfield Inn & Suites Buckhead Portfolio Various
74.1 Xxxxxxxxx Xxx & Xxxxxx - Xxxxxxx (Xxxxxxxx), XX 0000 Xxxxxxxx Xxxx
74.2 SpringHill Suites Atlanta/ Alpharetta 00000 Xxxxxxxxx Xxxxxxx
75 CGM 0 Xxxxxxxx Xxxxxxxxx Xxx & Xxxxxx Xxxxxxx Portfolio Various
75.1 Marriott Fairfield Inn & Suites - Atlanta/Perimeter Center 1145rHammond Drive
75.2 Marriott TownePlace Suites 0000 Xxxxxxxx Xxxxxxx
76 CGM 1 One Xxxxxx Road One Xxxxxx Road
77 CGM 1 Washingtonian Center 0000 Xxxxxxxxxxxxx Xxxxxxxxx
78 CGM 0 XxxXxxx Xxxxxxxxxxx - Xxxxxxxxx, XX 000 Xxx-Xxxx Xxx
79 CGM 0 Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxx 000 Xxxxx Xxxxxxxx Xxxx
80 CGM 1 Prestige Portfolio I 88 and 00 Xxxxxxxx Xxxx Xxxxxx, 000, 130
and 000 Xxxxxxxx Xxxx Xxxx and 000
Xxxxxxx Xxxxxx
81 CGM 1 Sav-A-Center - Metairie, LA 000 Xxxxxxxxx Xxxxxxx
82 CGM 1 Natchez Mall 350 Xxxx X. Xxxxxx Drive
83 CGM 1 Courtyard by Marriott - Xxxxxxxxxxxx, XX 00000 Northcross Drive
84 CGM 1 The Minolta Xxxxxxxx 000 Xxxxx 000
00 CGM 1 Alfa Laval Building 5400 International Trade Drive
89 CGM 1 KingsPark 0000 Xxxx Xxxxx Xxxxxxx
91 CGM 1 50 Division Xxxxxx 00 Xxxxxxxx Xxxxxx
92 CGM 0 Xxxxxxxxx Xxxxxxx 000-000 Xxxxxx Xxxx
93 CGM 1 Riverfront Business Park 16110-16140 Xxxxxxxxxxx-Xxxxxxx
Xxxx Xxxxxxxxx
00 CGM 0 Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxx 00000 Xxxxxxxxxxxx Xxxxxxx
95 CGM 1 Aurora - Xxxxxxxxx Medical Clinic(Hartland) 000 Xxxxxx Xxxxx Xxxxx
96 CGM 1 5 & 000 Xxxxxxx Xxxx 5 & 000 Xxxxxxx Xxxx
97 CGM 0 Xxxxxxxx'x- Xxxxxxxxx, XX 000 Xxxx Xxxx Xxxx Xxxxxxx
100 CGM 1 Oglethorpe Crossing 0000 Xxxxxxx Xxxxxxxx Xxxx
101 CGM 2 Xxxxxx Xxxxxx Xxxxxxxxxx 00000 Xxxxx 00xx Xxxxxx
102 CGM 0 Xxxxxx Xxxxxx 0000-0000 Xxxxx Xxxxxx Xxxxxx
103 CGM 1 Village Square Retail Center 0000 Xxxxxxx Xxxxxx Xxxxxxx
104 CGM 0 Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxxx 00-00 Xxxx Xxxxxx, 000 and 00 Xxxx Xxxxxx
106 CGM 2 Regency at Xxxxxxxx Xxxx 000 Xxxxxxxx Xxxx
107 CGM 1 Aurora - Xxxxxxxx Health Center 0000 Xxxx Xxxxxxxx Xxxxxx
108 CGM 1 Spalding Triangle 5255, 5275 & 0000 Xxxxxxxx Xxxxxxx
110 CGM 1 0000 Xxxxxxxx Xxxx 0000 Xxxxxxxx Xxxx
000 XXX 0 Xx Xxxxxx Inn Winter Park 000 Xxx Xxxx
114 CGM 2 Apple Creek Apartments 0000 Xxxxxxxx Xxx Xxxx
115 CGM 2 Millport Apartments 0000 Xxxxxxxxx Xxxxxx
116 CGM 0 Xxxxxx Xxxxxxxxxxx 00000-00000 Xxxxx Xxxxxx Xxxx
117 CGM 1 Village Green MHP 0000 Xxxxxxx Xxxx
118 CGM 0 Xxxxxx Xxxx Xxxxx 000 Xxxx Xxxxxxxxx Avenue
119 CGM 0 Xxxxxxx Xxx - Xxxxxxxxx, XX 000 Xxxxxxxxxxx Xxxxx
120 CGM 1 Andover Business Center 46979 and 00000 Xxxx Xxxx Xxxx
000 CGM 0 Xxxxxxx Xxxx Xxxxxxxxxx 00000 Xxxxx Xxxx 26th Avenue
122 CGM 1 Aurora - Bluemond Health Center 00000 Xxxx Xxxxxxxx Xxxx
123 CGM 1 Office Depot Plaza 4550 Lake Worth Road
G4 Portfolio
124 CGM 0 Xxxxxx Xxxxxxxxxxx - Xxxxxxx, XX 2703 00xx Xxxxxx
125 CGM 1 Advance Auto Parts - Cleveland, OH 0000 Xxxxxxxx Xxxxxx
126 CGM 1 Advance Auto Parts - Xxxxxx Township, MI 0000 Xxxx Xxxxxxxx Xxxx Xxxxx
128 CGM 0 Xxxxxxxx Xxxxx 0000 Xxxxxxxxxxxx Xxxxxxxxx
129 CGM 2 Kipling Manor Apartments 82-90 Xxx Drive
131 CGM 0 Xxxxxxxxx Xxxxxxxx 0000 Xxxx Xxxxxxxxxx Xxxxxxxxx
132 CGM 0 Xxxxxxx Xxxxx Xxxxx 0000-0000 Xxxxxxx Xxxxxxx Xxxxxxxxx
133 CGM 1 Holiday Inn Express - Mooresville 000 Xxxxxx Xxxxxxx Xxxxxxxxx
135 CGM 1 Aurora - Airport Health Center 000 Xxxx Xxxxxx Xxxxxx
136 CGM 0 XXX Xxxxx 0000 Xxxx Xxxxxxxxx
137 CGM 0 Xxxxxxxxx Xxx - Xxxxxx Xxxxx, XX 1350 Paradise Circle
138 CGM 2 Willow Creek 0000 Xxxxxxxx Xxxxx
139 CGM 0 Xxxxxxx Xxxxxx 0000 Xxxxx Xxxxxxxxx Road
140 CGM 1 Prestige Portfolio II 226-262 Prestige Park Road, 284-310
Prestige Park Road
141 CGM 1 Circuit City - Redding, CA 1175 Xxxx Drive
142 CGM 1 United Supermarket - Plainview, TX 0000-0000 Xxxxx Xxxxxxxx Xxxxxx
143 CGM 0 Xxxxx Xxxxxx Apartments 000-000 Xxxx Xxxxx Xxxxxx
144 CGM 1 Holiday Inn Express - Xxxxxx Xxxxx, XX 0000 Xxxxxxxx Xxxxxx
147 CGM 0 Xxxxxxxx'x - Xxxxxx, XX 00 Xxxxxx Xxxx Xxxx
148 CGM 1 Bird in Hand 0000-0000 Xxxxx Xxxx
149 CGM 1 GSA - Xxxxxxx Xxxxx, XX 00000 Xxxxx Xxxx
000 XXX 0 Xxxxxx and Xxxxx 00000 Xxxxxxxxx Xxxxxx
151 CGM 1 Best Buy-Portage 0000 Xxxxx Xxxxxxxxx Xxxxxx
152 CGM 0 Xxxxxxx Xxxxx Xxxxxxx Xxxxxxxx 0000 Xxxxxx Xxxxxx
153 CGM 1 Pasco Rite Aid 000 Xxxx Xxxxxxxxxx Xxxxxx
154 CGM 1 Mill & Main 000 Xxxx Xxxx Xxxxxx
155 CGM 1 CVS - Xxxx Xxxxxx, XX 00000 XX Highway 19 North
156 CGM 1 Shoppes at Cranberry Commons 1694 Route 228
157 CGM 1 Xxxxxx North (Marin) Office 165,175 and 000 Xxxxx Xxxxxxx Xxxxx
160 CGM 1 000 Xxxxxxxx Xxxxx 000 Xxxxxx Xxxxxx
161 CGM 1 Best Buy - Fond du Lac, WI 000 Xxxxx Xxxxxxx Xxxx
163 CGM 1 Rite Aid - Louisville, KY 0000 Xxxxxxxxx Xxxxx
164 CGM 1 Rite Aid - Manchester, PA 0000 Xxxxx Xxxxxx Xxxxxx Ext
165 CGM 1 Rite Aid - Lancaster, PA 1550 Columbia Avenue
CROSS
COLLATER-
ALIZED
(MORTGAGE
LOAN CUT-OFF DATE PRINCIPAL LOAN
NUMBER CITY STATE ZIP CODE COUNTY BALANCE GROUP MORTGAGE RATE
---------------------------------------------------------------------------------------------------------------------------
1 Various Various Various Various 100,000,000.00 (Note 1) No 6.5875%
1.1 Xxxxx XX 00000 Sarpy
1.2 Xxxxx Xxx XX 00000 Xxxxx
1.3 Xx Xxxx XX 00000 Xxxxx
1.4 Xxxxxxxxxxx XX 00000 Xxxxx
1.5 Xxxxxxx XX 00000 Shasta
1.6 Xxxxx X'Xxxxx XX 00000 Kootenai
1.7 Xxxxx XX 00000 Ada
1.8 Xxxxxx XX 00000 Saint Louis
1.9 Xxxxx Xxxxx XX 00000 Xxxxxxx
1.10 Xxxxxxx XX 00000 Dane
1.11 Xxxxxxxx XX 00000 Outagamie
1.12 Xxxxxxx XX 00000 Dane
1.13 Xxxxxxx XX 00000 Blue Earth
1.14 Xxxxxxxxx XX 00000 Olmsted
1.15 Xxxxxxxxx XX 00000 Olmsted
1.16 Xxxxxx XX 00000 Xxxxx
1.17 Xxxxx Xxx XX 00000 Xxxxx
1.18 Xxxxxxxxx XX 00000 Xxxxxx
1.19 Xxxxx XX 00000 Xxxxxxx
1.20 Xxxxx XX 00000 Xxxxxxx
1.21 Xxxx xx Xxx XX 00000 Fond du Lac
1.22 Xxxxxxxxx XX 00000 Marquette
1.23 Xxxxx Xxxxx XX 00000 Minnehaha
1.24 Xxxxx Xxxx XX 00000 Xxxxxxxxxx
1.25 Xxxxxx XX 00000 Winnebago
1.26 Xxx Xxxxxx XX 00000 Eau Claire
1.27 Xxxxxxxxx Xxxxxx XX 00000 Wood
1.28 Xxxxxxxx XX 00000 Missoula
1.29 Xxxxxxx XX 00000 Winnebago
1.30 Xxxxxxxx XX 00000 Outagamie
1.31 Xxxxxxx XX 00000 Spokane
1.32 Xxxxxx XX 00000 Racine
1.33 Xxxxxxx XX 00000 Spokane
1.34 Xxxxxxxxxx XX 00000 Wood
1.35 Xxxxxxxxxx XX 00000 Rock
1.36 Xxxxxx XX 00000 Mower
1.37 Xxxxx Xxxxx XX 00000 Xxxxxx
1.38 Xxxxxxxxx XX 00000 Xxxxx
1.39 Xxxxxx XX 00000 Dane
1.40 Xxxxx Xxxxxx XX 00000 Hall
1.41 Xxxxxxx XX 00000 Kenosha
1.42 Xxxxxxxx XX 00000 Yellowstone
1.43 Xxxxxxxxx XX 00000 Jefferson
1.44 Xxxxxxxxxxxx XX 00000 Xxxxxx
1.45 Xxxxxxx XX 00000 Lancaster
1.46 Xxxx Xxxx XX 00000 Washington
1.47 Menasha WI 54952 Winnebago
1.48 Xxxxxx XX 00000 Rock
1.49 Xxxxxxxx XX 00000 La Crosse
1.50 Xxxxxxx XX 00000 Dane
1.51 Xxxxxxxxx XX 00000 Sheboygan
1.52 Xxxx Xxxxxx XX 00000 Salt Lake
1.53 Xxxx Xxxx Xxxx XX 00000 Salt Lake
1.54 Xxxxxx XX 00000 Winona
1.55 Xxxxxx XX 00000 Yakima
1.56 Xxxxxxxx XX 00000 Xxxxxxx
1.57 Xxxxxxx XX 00000 Ozaukee
1.58 Xx Xxxxxx XX 00000 La Crosse
1.59 Xxxxxxxx XX 00000 Lyon
1.60 Xxxxxxxx Xxxxx XX 00000 Chippewa
1.61 Xx Xxxx XX 00000 Xxxxx
1.62 Xxxxxxxxx XX 00000 Manitowoc
1.63 Xxxxxxxxx XX 00000 Codington
1.64 Xxxxxxxxxx XX 00000 Marathon
1.65 Xxxxxxx Xxxxx XX 00000 Portage
1.66 Xxxxxxxxxx XX 00000 XxXxxx
1.67 Xxxx Xxxxxxxxx XX 00000 Xxxxx
1.68 Xxxxxxxx XX 00000 Xxxxx
1.69 Xxxxx Xxxxx XX 00000 Cascade
1.70 Xxxxxx XX 00000 Xxxxx and Xxxxx
1.71 Xxxxxxx XX 00000 Xxxxxxx
1.72 Xxxxxxxxx XX 00000 Xxxxxxxxx
1.73 Xxxxxxxxx XX 00000 Xxxxx
1.74 Xxxxx Xxxx XX 00000 Cerro Gordo
1.75 Xxxxxx XX 00000 Xxxxx
1.76 Xxxxx XX 00000 Ada
1.77 Xxxx Xxxxxx Xxxx XX 00000 Salt Lake
1.78 Xxxxxxxx XX 00000 Xxxxxx
1.79 Xxxxxxx XX 00000 Walworth
1.80 Xxxxxxxx XX 00000 Sarpy
1.81 Xxxxx XX 00000 Xxxxx
1.82 Xxxxx Xxxxx XX 00000 Saint Croix
1.83 Xxxxxx XX 00000 Green
1.84 Xxxxxx Xxx XX 00000 Xxxxxxxx
1.85 Xxxxxxx XX 00000 Madison
1.86 Xxxxx Xxxxxx XX 00000 Lincoln
1.87 Xxxxxxxx XX 00000 Delta
1.88 Xxxxxxxxxxx XX 00000 Xxxxxx
1.89 Xxxxx XX 00000 Canyon
1.90 Xxxxxxxx XX 00000 Houghton
1.91 Xxxxxxxxx XX 00000 Marinette
1.92 Xxxxx XX 00000 Utah
1.93 Xxxx Xxxxx XX 00000 Twin Falls
1.94 Rice Lake WI 54868 Xxxx
1.95 Xxxxxxxx XX 00000 Bannock
1.96 Xxxxx Xxxxx XX 00000 Bonneville
1.97 Xxxxx XX 00000 Xxx
1.98 Walla Xxxxx XX 00000 Walla Walla
1.99 Xxxxx Xxx XX 00000 Yakima
1.100 Xxxxxxxx XX 00000 Xxxxxxxxxx
1.101 Spanish Fork UT 84660 Utah
1.102 Xxxxx XX 00000 Cache
1.103 Xxxxxxx Xxxx XX 00000 Box Elder
1.104 Xxxx Xxxxxxxx XX 00000 Jefferson
1.105 Xxxxxxxx XX 00000 Nez Perce
1.106 Xxxxxxxxx XX 00000 Xxxxx
1.107 Xxxxxx XX 00000 Xxxxx
1.108 Xxxxxxxx XX 00000 Xxxxxx
1.109 Xx Xxxx XX 00000 Xxxxx
1.110 Xxxxxxx Xxxxxx XX 00000 Spokane
1.111 Xxxxxxxxxx XX 00000 Des Moines
1.112 Xxxx Xxxxxxxxxx XX 00000 Ozaukee
2 Brea CA 92821 Orange 133,000,000.00 No 5.5000%
3 Xxxxxx XX 00000 Fairfax 93,000,000.00 No 5.5720%
4 Various Various Various Various 72,000,000.00 No 5.3225%
4.1 Xxxxxxx XX 00000 Nassau
4.2 Xxxxxxxxx XX 00000 Nassau
4.3 Xxxxxxxxx XX 00000 Westchester
4.4 Xxxxxxxxx XX 00000 Westchester
4.5 Xxxxxxxx XX 00000 Suffolk
4.6 Xxxx Xxxxxx XX 00000 Essex
4.7 Xxxxxxx XX 00000 Nassau
5 Various Various Various Various 63,000,000.00 No 6.0800%
5.1 Xxxxxxxx XX 00000 Erie
5.2 Lake Xxxxxx XX 00000 Sauk
7 Xxxxxxx XX 00000 Orange 42,695,000.00 No 5.3100%
8 Xxxxxxxxxx XX 00000 Allegheny 19,762,500.00 Yes (C1) 5.8800%
9 Xxxxxxxxxx XX 00000 Allegheny 9,487,500.00 Yes (C1) 5.8800%
10 Xxxxxxxxxxx XX 00000 Allegheny 4,670,000.00 Yes (C1) 5.8800%
11 Xxxxxxxxxx XX 00000 Washington 4,350,000.00 Yes (C1) 5.8800%
12 Xxxxx XX 00000 Canadian 9,615,000.00 Yes (C2) 5.4400%
13 Xxxxxxxx Xxxx XX 00000 Oklahoma 7,623,000.00 Yes (C2) 5.4400%
14 Xxxxxxxx Xxxx XX 00000 Oklahoma 6,763,000.00 Yes (C2) 5.4400%
15 Xxxxx XX 00000 Canadian 6,340,000.00 Yes (C2) 5.4400%
16 Xxxxxxxx Xxxx XX 00000 Oklahoma 4,131,000.00 Yes (C2) 5.4400%
00 Xxxxxx Xxxxx XX 00000 Tulsa 1,510,000.00 Yes (C2) 5.4400%
18 Xxxxxxxx Xxxx XX 00000 Oklahoma 1,297,000.00 Yes (C2) 5.4400%
19 Xxxxxxxx Xxxx XX 00000 Oklahoma 721,000.00 Yes (C2) 5.4400%
22 Xxxxxxxxxx XX 00000 Bucks 33,000,000.00 No 5.9400%
23 XxXxxx XX 00000 Clearfield 32,812,500.00 No 6.4100%
24 Xxxxxxxxx XX 00000 Xxxx 30,250,000.00 No 5.4850%
25 Xxxxxx XX 00000 Xxxxxx 26,700,000.00 No 5.4700%
00 Xxxxx Xxxx Xxxxxxx XX 00000 Clay 26,500,000.00 No 5.6000%
27 Xxxxxxxx XX 00000 Gwinnett 25,600,000.00 No 5.4900%
28 Xxxxx XX 00000 Hillsborough 22,955,854.73 No 5.7836%
29 Xxxxxxx Xxxx XX 00000 Bossier 22,500,000.00 No 5.4500%
30 Xxxxxxxx XX 00000 Xxxxxx 22,167,000.00 No 4.435% (Note 5)
31 Xxxxxxxxxx XX 00000 Allegheny 21,900,000.00 No 5.7800%
32 Xxxxxxxx Xxxx XX 00000 Middlesex 20,000,000.00 No 5.5300%
33 Xxxxxxxxxxx XX 00000 Middlesex 19,900,000.00 No 5.6400%
34 Xxxxxxxxxx XX 00000 Xxxxxxxxxx 19,900,000.00 No 5.5800%
35 Xxxxxxxxx XX 00000 Middlesex 19,895,714.89 No 5.6500%
36 Xxxxxxxxxxx XX 00000 Prince Xxxxxxx 19,815,000.00 No 5.5800%
38 Xxxxxxx XX 00000 King 18,800,000.00 No 6.0450%
39 Xxxxxxx XX 00000 Wake 17,500,000.00 No 5.5500%
40 Xxxxxxxx XX 00000 Xxxxxx 17,480,000.00 No 5.6800%
41 Xxxxxx XX 00000 Xxxxxxx 17,120,000.00 No 5.6600%
00 Xxxxx Xxxxxxxxx XX 00000 Xxx Xxxxxxx 16,659,061.47 No 6.0300%
00 Xxxx Xxx Xxxxx Xxxxx XX 00000 Cape May 16,250,000.00 No 5.7650%
44 Xxxxxxxxx XX 00000 Orange 16,200,000.00 No 5.7700%
45 Xxxxxx XX 00000 Pima 16,000,000.00 No 5.4900%
46 Xxxxxxx XX 00000 King 15,881,825.18 No 5.7710%
00 Xxxx Xxxxx XX 00000 Henrico 15,558,229.72 No 6.1050%
48 Xxx Xxxxx XX 00000 Xxxxx 15,540,000.00 No 5.5600%
49 Xxx Xxxxx XX 00000 Washtenaw 15,190,000.00 No 5.7600%
50 Xxxxxxx XX 00000 Alameda 14,904,880.26 No 5.4950%
00 Xxxxxxxx Xxxx XX 00000 Xxxxxxx 14,800,000.00 No 4.375% (Note 6)
52 Xxxxxxx XX 00000 Spokane 8,879,000.00 Yes (C3) 5.6650%
53 Xxxxxxx XX 00000 Spokane 5,846,000.00 Yes (C3) 5.6650%
54 Xxxxx Xxxx XX 00000 Sonoma 14,600,000.00 No 5.2300%
55 Xxxxxxx XX 00000 Essex 14,500,000.00 No 5.5800%
57 Xxxxxxxxxxxx XX 00000 Philadelphia 14,487,323.99 No 5.7950%
59 Xxxxxxxxx XX 00000 Davidson 14,360,000.00 No 5.7790%
60 Xxxxxxxxx XX 00000 XxXxxxx 7,063,125.43 Yes (C4) 5.6700%
61 Xxxxxxxxx XX 00000 XxXxxxx 7,063,125.43 Yes (C4) 5.6700%
62 Xxxxxx XX 00000 Pima 14,000,000.00 No 5.5150%
64 Xxxxxxxx XX 00000 Waukesha 13,472,999.49 No 5.5950%
65 Various GA Various Various 13,257,088.85 No 6.2600%
65.1 Xxxxxxxx XX 00000 Xxxx
65.2 Xxxxxxxxxx XX 00000 Xxxxxx
65.3 Xxxxx XX 00000 Xxxx
00 Xxxx Xxxxxxxx XX 00000 Hartford 13,000,000.00 No 6.1000%
69 Xxxxxxxx XX 00000 Winnebago 12,850,000.00 No 6.1540%
70 Xxxxxxxxxx XX 00000 Oktibbeha 12,305,040.06 No 5.7400%
70.1 Xxxxxxxxxx XX 00000 Oktibbeha
70.2 Xxxxxxxxxx XX 00000 Oktibbeha
71 Xxxxxx XX 00000 Middlesex 12,300,000.00 No 5.5400%
72 Xxx Xxxxxxx XX 00000 Los Angeles 12,000,000.00 No 6.0300%
73 Xxxxxxxxxx XX 00000 Jefferson 11,717,659.97 No 5.8650%
74 Various GA Various Xxxxxx 11,679,814.72 No 6.2600%
74.1 Xxxxxxx XX 00000 Xxxxxx
74.2 Xxxxxxxxxx XX 00000 Xxxxxx
75 Various GA Various Xxxxxx 11,589,970.00 No 6.2600%
75.1 Xxxxxxx XX 00000 Xxxxxx
75.2 Xxxxxxxxxx XX 00000 Xxxxxx
76 Xxx XX 00000 Westchester 11,400,000.00 No 6.2400%
77 Xxxxxxxxxxxx XX 00000 Xxxxxxxxxx 11,150,000.00 No 5.6680%
78 Xxxxxxxxx XX 00000 Xxxxxxx 11,004,000.00 No 5.5000%
79 Xxxxxxxx Xxxxx XX 00000 Virginia Beach City 10,953,250.82 No 5.7000%
00 Xxxx Xxxxxxxx XX 00000 Hartford 10,405,000.00 No 5.5330%
81 Xxxxxxxx XX 00000 Jefferson 10,069,086.88 No 5.8900%
82 Xxxxxxx XX 00000 Xxxxx 9,528,182.19 No 5.6900%
83 Xxxxxxxxxxxx XX 00000 Mecklenburg 9,429,933.55 No 5.7800%
84 Xxxxxxxx XX 00000 Rockland 9,300,000.00 No 5.6400%
86 Xxxxxxxx XX 00000 Henrico 9,100,000.00 No 5.5150%
89 Xxxxx XX 00000 Collin 8,800,000.00 No 5.5500%
91 Xxxxxxxxxx XX 00000 Somerset 8,579,099.25 No 5.9500%
92 Xxxxxxx XX 00000 Xxxxxx 8,550,000.00 No 5.5200%
93 Xxxxxxxxxxx XX 00000 King 8,400,000.00 No 5.5200%
94 Xxxxxxxxxx XX 00000 Oakland 8,250,000.00 No 5.5600%
95 Xxxxxxxx XX 00000 Waukesha 8,200,000.00 No 5.5140%
96 Xxxxxx XX 00000 Norfolk 8,014,417.28 No 5.4900%
97 Xxxxxxxxx XX 00000 Xxxxx 7,900,000.00 No 5.7900%
100 Xxxxxxx XX 00000 Dekalb 7,500,000.00 No 5.6950%
101 Xxxxxxxx XX 00000 Maricopa 7,500,000.00 No 5.6000%
102 Xxxxxx XX 00000 Orange 7,500,000.00 No 5.4900%
000 Xxxxxx Xxxx XX 00000 Clay 7,455,000.00 No 5.6400%
104 Xxxxxxxx XX 00000 Niagara 7,430,000.00 No 5.6600%
000 Xxxxx XX 00000 Greenville 7,275,000.00 No 5.4600%
000 Xxxxxxxxxx XX 00000 Milwaukee 7,240,000.00 No 5.5140%
108 Xxxxxxxx XX 00000 Gwinnett 7,000,000.00 No 5.6300%
110 Xxxxxxxxx XX 00000 Mecklenburg 6,940,000.00 No 5.4900%
112 Xxxxxxx XX 00000 Orange 6,892,201.69 No 6.6050%
000 Xxxxxx XX 00000 Cleveland 6,600,000.00 No 5.4630%
115 Xxxxxxxxxx XX 00000 Rockingham 6,132,921.72 No 5.6750%
116 Parker CO 80134 Xxxxxxx 6,059,995.36 No 5.7710%
000 Xxxxx Xxxxx XX 00000 Xxxxxx 6,000,000.00 No 5.3600%
000 Xxxxxx Xxxx XX 00000 Orange 6,000,000.00 No 5.6050%
119 Xxxxxxxxx XX 00000 Xxxxxxx 5,964,649.56 No 5.3600%
000 Xxxxxxxx Xxxxxxxx XX 00000 Xxxxx 5,868,991.07 No 5.6100%
121 Xxxxxxxxx XX 00000 Clackamas 5,865,000.00 No 5.2500%
000 Xxx Xxxxx XX 00000 Waukesha 5,840,000.00 No 5.5180%
000 Xxxxxxxxxx XX 00000 Xxxx Xxxxx 5,720,136.79 No 5.6700%
000 Xxxxxxx XX 00000 Lubbock 3,583,130.00 Yes (C5) 5.6900%
125 Xxxxxxxxx XX 00000 Cuyahoga 1,120,980.00 Yes (C5) 5.6900%
000 Xxxxxx Xxxxxxxx XX 00000 Roscommon 1,015,890.00 Yes (C5) 5.6900%
128 Highland IN 46322 Lake 5,500,000.00 No 5.5350%
129 Xxxxxxx XX 00000 Monterey 5,500,000.00 No 5.5950%
000 Xxx Xxxxx XX 00000 Xxxxx 5,350,000.00 No 5.4280%
000 Xxxxxx Xxxxx XX 00000 Polk 5,318,235.01 No 5.6700%
133 Xxxxxxxxxxx XX 00000 Iredell 5,267,694.39 No 5.6950%
135 Xxxxxxxxx XX 00000 Milwaukee 5,120,000.00 No 5.5170%
000 Xx. Xxxxx XX 00000 Xxxxx Xxxxx Xxxx 5,080,000.00 No 5.4400%
000 Xxxxxx Xxxxx XX 00000 Horry 5,036,062.11 No 5.9300%
138 Xxxxxxxx XX 00000 Waukesha 4,984,768.43 No 5.4200%
000 Xxxxxxxxx Xxxxx XX 00000 Oakland 4,989,402.83 No 5.3250%
000 Xxxx Xxxxxxxx XX 00000 Hartford 4,805,000.00 No 5.5330%
141 Xxxxxxx XX 00000 Shasta 4,767,517.24 No 5.2538%
142 Xxxxxxxxx XX 00000 Xxxx 4,753,131.80 No 5.4000%
000 Xxxxxxxx XX 00000 Xxxxxxxx Xxxx 4,750,000.00 No 5.4250%
000 Xxxxxx Xxxxx XX 00000 Horry 4,686,916.00 No 5.8800%
000 Xxxxxx XX 00000 Xxx Xxxxx 4,500,000.00 No 5.7900%
148 Xxxxxxxxxxxx XX 00000 Dutchess 4,100,000.00 No 5.8100%
000 Xxxxxxx Xxxxx XX 00000 Orange 4,045,121.50 No 6.2920%
150 Xxxxxxx Xxxx XX 00000 Newport News 3,996,501.37 No 5.7930%
151 Xxxxxxx XX 00000 Kalamazoo 3,996,410.95 No 5.6930%
000 Xxxxxx Xxxxxx XX 00000 Hennepin 3,890,000.00 No 5.6300%
153 Xxxxx XX 00000 Franklin 3,838,865.54 No 5.6500%
154 Xxxxx XX 00000 Pitkin 3,689,078.23 No 5.5600%
000 Xxxx Xxxxxx XX 00000 Pasco 3,541,365.12 No 5.3900%
000 Xxxxxxxxx Xxxxxxxx XX 00000 Xxxxxx 3,520,000.00 No 5.5100%
157 Xxx Xxxxxx XX 00000 Marin 3,435,032.39 No 5.5900%
000 Xxxx Xxxxxxxx XX 00000 Xxxx Xxxxxxxx 2,892,000.00 No 5.5100%
000 Xxxx xx Xxx XX 00000 Fond du Lac 2,845,738.79 No 5.5350%
163 Xxxxxxxxxx XX 00000 Jefferson 2,357,246.41 No 5.4900%
164 Xxxxxxxxxx XX 00000 York 1,892,135.07 No 5.8400%
165 Xxxxxxxxx XX 00000 Lancaster 1,742,742.31 No 5.8300%
INTEREST
RESERVE
MASTER MORTGAGE
LOAN SERVICING ARD LOAN LOAN GRACE PERIOD
NUMBER FEE RATE (YES/No)? ARD ADDITIONAL INTEREST RATE AFTER ARD (YES/NO)? LOAN TYPE (DAYS)
-----------------------------------------------------------------------------------------------------------------------------
1 0.0400% No Yes Balloon 3 (Note 4)
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
1.30
1.31
1.32
1.33
1.34
1.35
1.36
1.37
1.38
1.39
1.40
1.41
1.42
1.43
1.44
1.45
1.46
1.47
1.48
1.49
1.50
1.51
1.52
1.53
1.54
1.55
1.56
1.57
1.58
1.59
1.60
1.61
1.62
1.63
1.64
1.65
1.66
1.67
1.68
1.69
1.70
1.71
1.72
1.73
1.74
1.75
1.76
1.77
1.78
1.79
1.80
1.81
1.82
1.83
1.84
1.85
1.86
1.87
1.88
1.89
1.90
1.91
1.92
1.93
1.94
1.95
1.96
1.97
1.98
1.99
1.100
1.101
1.102
1.103
1.104
1.105
1.106
1.107
1.108
1.109
1.110
1.111
1.112
2 0.0300% No Yes Partial IO/Balloon 0
3 0.0300% No Yes Interest Only 0
4 0.0300% No Yes Interest Only 0
4.1
4.2
4.3
4.4
4.5
4.6
4.7
5 0.0300% No Yes Partial IO/Balloon 0
5.1
5.2
7 0.0400% No Yes Partial IO/Balloon 0
8 0.0700% No Yes (C1) Balloon 0
9 0.0700% No Yes (C1) Balloon 0
10 0.0700% No Yes (C1) Balloon 0
11 0.0700% No Yes (C1) Balloon 0
12 0.0300% No Yes (C2) Partial IO/Balloon 0
13 0.0300% No Yes (C2) Partial IO/Balloon 0
14 0.0300% No Yes (C2) Partial IO/Balloon 0
15 0.0300% No Yes (C2) Partial IO/Balloon 0
16 0.0300% No Yes (C2) Partial IO/Balloon 0
17 0.0300% No Yes (C2) Partial IO/Balloon 0
18 0.0300% No Yes (C2) Partial IO/Balloon 0
19 0.0300% No Yes (C2) Partial IO/Balloon 0
22 0.0400% No Yes Partial IO/Balloon 0
23 0.0300% No Yes Partial IO/Balloon 0
24 0.0300% No Yes Partial IO/Balloon 5 (Note 4)
25 0.0300% No Yes Partial IO/Balloon 0
26 0.0300% No Yes Partial IO/Balloon 0
27 0.0300% No Yes Partial IO/Balloon 0
28 0.0300% No Yes Balloon 0
29 0.0300% No Yes Partial IO/Balloon 0
30 0.0300% No Yes Partial IO/Balloon 0
31 0.0800% No Yes Partial IO/Balloon 0
32 0.0450% No Yes Partial IO/Balloon 0
33 0.0300% No Yes Partial IO/Balloon 0
34 0.0300% No Yes Partial IO/Balloon 0
35 0.0300% No Yes Balloon 0
36 0.0300% No Yes Partial IO/Balloon 0
38 0.0300% No Yes Partial IO/Balloon 0
39 0.0400% No Yes Partial IO/Balloon 0
40 0.0300% No Yes Partial IO/Balloon 0
41 0.0300% No Yes Partial IO/Balloon 0
42 0.0300% Yes 12/11/15 2% plus Initial Interest Rate Yes ARD 0
43 0.0300% No Yes Partial IO/Balloon 0
44 0.0300% No Yes Partial IO/Balloon 0
45 0.0300% No Yes Interest Only 0
46 0.0300% No Yes Balloon 0
47 0.0300% No Yes Balloon 0
48 0.0400% No Yes Partial IO/Balloon 0
49 0.0300% No Yes Partial IO/Balloon 0
50 0.0300% No Yes Balloon 0
51 0.0300% No Yes Partial IO/Balloon 0
52 0.0700% No Yes (C3) Partial IO/Balloon 0
53 0.0700% No Yes (C3) Partial IO/Balloon 0
54 0.0300% No Yes Partial IO/Balloon 0
55 0.0300% No Yes Partial IO/Balloon 0
57 0.0300% No Yes Balloon 0
59 0.0300% No Yes Interest Only 0
60 0.0300% No Yes (C4) Balloon 0
61 0.0300% No Yes (C4) Balloon 0
62 0.0300% No Yes Interest Only 0
64 0.0300% No Yes Balloon 0
65 0.0300% No Yes Balloon 0
65.1
65.2
65.3
68 0.0300% No Yes Partial IO/Balloon 0
69 0.0300% Yes 5/11/16 2% plus Initial Interest Rate Yes Partial IO/ARD 0
70 0.0300% No Yes Balloon 0
70.1
70.2
71 0.0300% No Yes Partial IO/Balloon 0
72 0.0300% No Yes Partial IO/Balloon 0
73 0.0700% No Yes Balloon 0
74 0.0300% No Yes Balloon 0
74.1
74.2
75 0.0300% No Yes Balloon 0
75.1
75.2
76 0.0700% No Yes Partial IO/Balloon 0
77 0.0300% No Yes Partial IO/Balloon 0
78 0.0300% Yes 2/11/16 Greater of (i) 2% plus initial interest
rate and (ii) 3% plus annualized yield Yes Partial IO/ARD 0
79 0.0800% No Yes Balloon 0
80 0.0300% No Yes Partial IO/Balloon 0
81 0.0600% No Yes Balloon 0
82 0.0600% No Yes Balloon 0
83 0.0300% No Yes Balloon 0
84 0.0300% No Yes Partial IO/Balloon 0
86 0.0300% No Yes Partial IO/Balloon 0
89 0.0300% No Yes Partial IO/Balloon 0
91 0.0300% No Yes Balloon 0
92 0.0600% No Yes Partial IO/Balloon 0
93 0.0400% No Yes Partial IO/Balloon 0
94 0.0300% No Yes Partial IO/Balloon 0
95 0.0300% Yes 2/11/16 2% plus Initial Interest Rate Yes Partial IO/ARD 0
96 0.0300% No Yes Balloon 0
97 0.0300% Yes 1/11/21 Greater of (i) 2% plus initial interest
rate and (ii) 3% plus annualized yield Yes Partial IO/ARD 0
100 0.0400% No Yes Interest Only 0
101 0.0900% No Yes Partial IO/Balloon 0
102 0.0300% No Yes Interest Only 0
103 0.0300% No Yes Partial IO/Balloon 0
104 0.0300% No Yes Partial IO/Balloon 0
106 0.0700% No Yes Partial IO/Balloon 0
107 0.0300% Yes 2/11/16 2% plus Initial Interest Rate Yes Partial IO/ARD 0
108 0.0300% No Yes Partial IO/Balloon 0
110 0.0300% No Yes Interest Only 0
112 0.0300% No Yes Balloon 0
114 0.0300% No Yes Partial IO/Balloon 0
115 0.0300% No Yes Balloon 0
116 0.0500% No Yes Balloon 0
117 0.0300% No Yes Partial IO/Balloon 0
118 0.0300% No Yes Partial IO/Balloon 0
119 0.0300% No Yes Balloon 0
120 0.0300% No Yes Balloon 0
121 0.0300% No Yes Partial IO/Balloon 0
122 0.0300% Yes 2/11/16 2% plus Initial Interest Rate Yes Partial IO/ARD 0
123 0.1100% No Yes Balloon 0
124 0.0300% Yes 2/11/21 Greater of (i) 2% plus initial interest
rate or (ii) 3% plus annualized yield Yes (C5) Partial IO/ARD 0
125 0.0300% Yes 2/11/21 Greater of (i) 2% plus initial interest
rate or (ii) 3% plus annualized yield Yes (C5) Partial IO/ARD 0
126 0.0300% Yes 2/11/21 Greater of (i) 2% plus initial interest
rate and (ii) 3% plus annualized yield Yes (C5) Partial IO/ARD 0
128 0.0300% No Yes Partial IO/Balloon 0
129 0.0900% No Yes Partial IO/Balloon 0
131 0.0300% No Yes Interest Only 0
132 0.0700% No Yes Balloon 0
133 0.0600% No Yes Balloon 0
135 0.0300% Yes 2/11/16 2% plus Initial Interest Rate Yes Partial IO/ARD 0
136 0.0300% No Yes Partial IO/Balloon 0
137 0.0700% No Yes Balloon 0
138 0.0300% No Yes Balloon 0
139 0.0300% No Yes Balloon 0
140 0.0300% No Yes Partial IO/Balloon 0
141 0.0300% Yes 6/11/15 2% plus Initial Interest Rate Yes ARD 0
142 0.0300% No Yes Balloon 0
143 0.1100% No Yes Partial IO/Balloon 0
144 0.0700% No Yes Balloon 0
147 0.0300% Yes 1/11/21 Greater of (i) 2% plus initial interest
rate and (ii) 3% plus annualized yield Yes Partial IO/ARD 0
148 0.0300% No Yes Partial IO/Balloon 0
149 0.0300% Yes 5/11/16 Greater of (i) 2% plus initial interest
rate and (ii) 3% plus annualized yield Yes ARD 0
150 0.0900% No Yes Balloon 0
151 0.0900% No Yes Balloon 0
152 0.0500% No Yes Partial IO/Balloon 0
153 0.0600% No Yes Balloon 0
154 0.0600% No Yes Balloon 0
155 0.0300% No Yes Balloon 0
156 0.0700% No Yes Partial IO/Balloon 0
157 0.0300% No Yes Balloon 0
160 0.0300% No Yes Partial IO/Balloon 0
161 0.0300% No Yes Balloon 0
163 0.0900% No Yes Balloon 0
164 0.0300% Yes 2/11/16 Greater of (i) 2% plus initial interest
rate and (ii) 3% plus annualized yield Yes ARD 0
165 0.0300% Yes 2/11/16 Greater of (i) 2% plus initial interest
rate and (ii) 3% plus annualized yield Yes ARD 0
ORIGINAL REMAINING STATED STATED
TERM TO TERM TO ORIGINAL REMAINING
STATED PERIODIC PAYMENT MATURITY/ MATURITY/ AMORTIZATION AMORTIZATION DEFEASANCE
LOAN MATURITY ON FIRST DUE DATE ARD ARD TERM TERM LOAN
NUMBER DATE AFTER CLOSING (MONTHS) (MONTHS) (MONTHS) (MONTHS) (YES/NO)?
-----------------------------------------------------------------------------------------------------
1 6/8/16 637,833.41 (Note 7) 120 120 360 360 Yes
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
1.30
1.31
1.32
1.33
1.34
1.35
1.36
1.37
1.38
1.39
1.40
1.41
1.42
1.43
1.44
1.45
1.46
1.47
1.48
1.49
1.50
1.51
1.52
1.53
1.54
1.55
1.56
1.57
1.58
1.59
1.60
1.61
1.62
1.63
1.64
1.65
1.66
1.67
1.68
1.69
1.70
1.71
1.72
1.73
1.74
1.75
1.76
1.77
1.78
1.79
1.80
1.81
1.82
1.83
1.84
1.85
1.86
1.87
1.88
1.89
1.90
1.91
1.92
1.93
1.94
1.95
1.96
1.97
1.98
1.99
1.100
1.101
1.102
1.103
1.104
1.105
1.106
1.107
1.108
1.109
1.110
1.111
1.112
2 4/11/16 609,583.33 120 118 360 360 Yes
3 1/9/13 431,830.00 84 79 Interest Only Interest Only Yes
4 1/9/16 319,350.00 120 115 Interest Only Interest Only Yes
4.1
4.2
4.3
4.4
4.5
4.6
4.7
5 3/1/13 319,200.00 84 81 360 360 Yes
5.1
5.2
7 10/11/15 188,925.38 120 112 360 360 Yes
8 6/11/16 125,884.36 120 120 300 300 Yes
9 6/11/16 60,434.05 120 120 300 300 Yes
10 6/11/16 29,747.25 120 120 300 300 Yes
11 6/11/16 27,708.89 120 120 300 300 Yes
12 1/11/16 43,588.00 120 115 360 360 Yes
13 1/11/16 34,557.60 120 115 360 360 Yes
14 1/11/16 30,658.93 120 115 360 360 Yes
15 1/11/16 28,741.33 120 115 360 360 Yes
16 1/11/16 18,727.20 120 115 360 360 Yes
17 1/11/16 6,845.33 120 115 360 360 Yes
18 1/11/16 5,879.73 120 115 360 360 Yes
19 1/11/16 3,268.53 120 115 360 360 Yes
22 4/11/16 163,350.00 120 118 360 360 Yes
23 5/11/16 175,273.44 120 119 360 360 Yes
24 2/11/16 138,267.71 120 116 360 360 Yes
25 2/11/16 121,707.50 120 116 360 360 Yes
26 3/11/16 123,666.67 120 117 360 360 Yes
27 4/11/16 117,120.00 120 118 360 360 Yes
28 4/11/16 134,713.09 120 118 360 358 No
29 1/11/16 102,187.50 120 115 360 360 Yes
30 12/11/15 81,925.54 (Note 5) 120 114 360 360 Yes
31 5/11/16 105,485.00 120 119 360 360 Yes
32 2/11/16 92,166.67 120 116 360 360 Yes
33 3/11/16 93,530.00 120 117 360 360 Yes
34 3/11/16 92,535.00 120 117 420 420 Yes
35 1/11/16 115,447.16 120 115 360 355 Yes
36 3/11/16 92,139.75 120 117 420 420 Yes
38 5/11/16 94,705.00 120 119 360 360 No
39 3/16/06 80,937.50 120 117 360 360 Yes
40 3/11/06 82,738.67 120 118 360 360 Yes
41 4/11/16 80,749.33 120 118 360 360 Yes
42 12/11/30 108,550.93 120 114 300 294 Yes
43 4/11/16 78,067.71 120 118 360 360 Yes
44 3/11/16 77,895.00 120 117 360 360 Yes
45 2/11/11 73,200.00 60 56 Interest Only Interest Only Yes
46 1/11/16 100,860.17 120 115 300 295 Yes
47 4/11/11 101,514.67 60 58 300 298 Yes
48 3/11/16 72,002.00 120 117 360 360 Yes
49 4/11/16 72,912.00 120 118 360 360 Yes
50 12/11/15 85,121.30 120 114 360 354 Yes
51 1/11/16 53,958.33 (Note 6) 120 115 360 360 Yes
52 3/11/16 41,916.28 120 117 360 360 Yes
53 3/11/16 27,597.99 120 117 360 360 Yes
54 2/11/16 63,631.67 120 116 360 360 Yes
55 1/11/16 67,425.00 120 115 360 360 Yes
57 5/11/06 85,033.03 120 119 360 359 Yes
59 11/11/13 69,155.37 96 89 Interest Only Interest Only No
60 1/11/11 41,073.55 60 55 360 355 Yes
61 1/11/11 41,073.55 60 55 360 355 Yes
62 2/11/13 64,341.67 84 80 Interest Only Interest Only Yes
64 4/11/16 77,458.10 120 118 360 358 Yes
65 4/11/16 81,853.63 120 118 360 358 Yes
65.1
65.2
65.3
68 5/11/16 66,083.33 120 119 360 360 No
69 5/11/36 65,899.08 120 119 360 360 Yes
70 3/11/16 71,934.52 120 117 360 357 Yes
70.1
70.2
71 1/11/16 56,785.00 120 115 360 360 Yes
72 5/11/16 60,300.00 120 119 360 360 Yes
73 3/11/16 69,430.61 120 117 360 357 Yes
74 4/11/16 72,115.02 120 118 360 358 Yes
74.1
74.2
75 4/11/16 71,560.29 120 118 360 358 Yes
75.1
75.2
76 4/11/16 59,280.00 120 118 360 360 Yes
77 1/11/16 52,665.17 120 115 420 420 Yes
78 2/11/36 50,435.00 120 116 360 360 Yes
79 2/11/16 63,844.05 120 116 360 356 Yes
80 4/11/16 47,975.72 120 118 360 360 Yes
81 4/11/16 59,771.08 120 118 360 358 Yes
82 1/11/16 60,046.63 120 115 300 295 Yes
83 1/11/16 59,937.45 120 115 300 295 Yes
84 1/11/16 43,710.00 120 115 360 360 Yes
86 1/11/16 41,822.08 120 115 360 360 Yes
89 1/11/16 40,700.00 120 115 360 360 Yes
91 4/11/16 51,255.40 120 118 360 358 Yes
92 1/11/16 39,330.00 120 115 360 360 Yes
93 2/11/16 38,640.00 120 116 360 360 Yes
94 4/11/16 38,225.00 120 118 360 360 Yes
95 2/11/36 37,679.00 120 116 360 360 Yes
96 2/11/06 45,656.52 120 116 360 356 Yes
97 1/11/36 38,117.50 180 175 360 360 Yes
100 3/11/16 35,593.75 120 117 Interest Only Interest Only Yes
101 3/11/16 35,000.00 120 117 360 360 Yes
102 4/11/16 34,312.50 120 118 Interest Only Interest Only No
103 3/11/16 35,038.50 120 117 360 360 Yes
104 1/11/16 35,044.83 120 115 360 360 Yes
106 1/11/16 33,101.25 120 115 360 360 Yes
107 2/11/36 33,267.80 120 116 360 360 Yes
108 3/11/16 32,841.67 120 117 360 360 Yes
110 2/11/16 31,750.50 120 116 Interest Only Interest Only No
112 5/11/16 47,043.02 120 119 300 299 Yes
114 2/11/16 30,046.50 120 116 360 360 Yes
115 4/11/16 35,568.31 120 118 360 358 Yes
116 1/11/21 35,626.72 180 175 360 355 Yes
117 3/11/16 26,800.00 120 117 300 300 Yes
118 2/11/16 28,025.00 120 116 360 360 (Note 3)
119 10/11/15 36,587.60 120 112 300 292 Yes
120 1/11/16 33,907.87 120 115 360 355 Yes
121 12/11/15 25,659.38 120 114 360 360 Yes
122 2/11/36 26,854.27 120 116 360 360 Yes
123 1/11/16 33,263.79 120 115 360 355 Yes
124 2/11/36 16,990.01 180 176 360 360 Yes
125 2/11/36 5,315.31 180 176 360 360 Yes
126 2/11/36 4,817.01 180 176 360 360 Yes
128 5/11/16 25,368.75 120 117 360 360 Yes
129 3/11/16 25,643.75 120 117 360 360 Yes
131 2/11/16 24,199.83 120 116 Interest Only Interest Only Yes
132 1/11/16 30,926.65 120 115 360 355 Yes
133 2/11/16 33,166.71 120 116 300 296 Yes
135 2/11/36 23,539.20 120 116 360 360 Yes
136 3/11/16 23,029.33 120 117 360 360 Yes
137 4/11/16 32,321.48 120 118 300 298 No
138 3/11/16 28,138.99 120 117 360 357 Yes
139 4/11/16 27,842.91 120 118 360 358 Yes
140 4/11/16 22,155.05 120 118 360 360 Yes
141 6/11/35 26,693.86 120 108 360 348 No
142 9/11/15 26,953.48 120 111 360 351 Yes
143 1/11/16 21,473.96 120 115 360 360 Yes
144 4/11/16 29,938.34 120 118 300 298 Yes
147 1/11/36 21,712.50 180 175 360 360 Yes
148 4/11/16 19,850.83 120 118 360 360 Yes
149 5/11/31 26,821.85 120 119 300 299 Yes
150 5/11/16 23,452.29 120 119 360 359 Yes
151 5/11/16 23,198.28 120 119 360 359 Yes
152 1/11/16 18,250.58 120 115 360 360 Yes
153 3/11/16 22,223.58 120 117 360 357 Yes
154 3/11/16 21,147.69 120 117 360 357 Yes
155 8/11/12 20,080.46 84 74 360 350 Yes
156 1/11/16 16,162.67 120 115 360 360 Yes
157 2/11/16 19,783.98 120 116 360 356 Yes
160 4/11/16 13,279.10 120 118 360 360 Yes
161 1/11/16 16,307.33 120 115 360 355 Yes
163 11/11/15 13,470.09 120 113 360 353 Yes
164 2/11/36 11,196.75 120 116 360 356 Yes
165 2/11/36 10,301.63 120 116 360 356 Yes
ESCROWED
ANNUAL
REAL ESCROWED
LOAN PROPERTY PROPERTY ESTATE ANNUAL
NUMBER BORROWER'S INTEREST SIZE SIZE TYPE LOCKBOX (YES/NO)? TAXES INSURANCE
-----------------------------------------------------------------------------------------------------------------------------
1 Fee Simple and Leasehold 10,974,960 SF In-Place Hard 0 (Note 2) 0 (Note 2)
1.1 Fee Simple 535,000 SF
1.2 Fee Simple 218,323 SF
1.3 Fee Simple 494,000 SF
1.4 Fee Simple 126,658 SF
1.5 Fee Simple 94,418 SF
1.6 Fee Simple 84,379 SF
1.7 Fee Simple 347,000 SF
1.8 Fee Simple 119,842 SF
1.9 Fee Simple 100,803 SF
1.10 Fee Simple 99,101 SF
1.11 Fee Simple 112,794 SF
1.12 Fee Simple 94,120 SF
1.13 Fee Simple 90,494 SF
1.14 Fee Simple 90,499 SF
1.15 Fee Simple 90,499 SF
1.16 Fee Simple 97,537 SF
1.17 Fee Simple 105,923 SF
1.18 Fee Simple 106,238 SF
1.19 Fee Simple 90,514 SF
1.20 Fee Simple 90,441 SF
1.21 Fee Simple 102,205 SF
1.22 Fee Simple 124,761 SF
1.23 Fee Simple 90,585 SF
1.24 Fee Simple 94,106 SF
1.25 Fee Simple 94,225 SF
1.26 Fee Simple 94,705 SF
1.27 Fee Simple 100,247 SF
1.28 Fee Simple 102,327 SF
1.29 Fee Simple 90,464 SF
1.30 Fee Simple 98,030 SF
1.31 Fee Simple 94,076 SF
1.32 Fee Simple 100,010 SF
1.33 Fee Simple 99,279 SF
1.34 Fee Simple 101,483 SF
1.35 Fee Simple 98,005 SF
1.36 Fee Simple 90,461 SF
1.37 Fee Simple 90,414 SF
1.38 Fee Simple 77,690 SF
1.39 Fee Simple 97,931 SF
1.40 Fee Simple 103,875 SF
1.41 Fee Simple 97,961 SF
1.42 Fee Simple 100,800 SF
1.43 Fee Simple 96,325 SF
1.44 Fee Simple 101,688 SF
1.45 Fee Simple 86,739 SF
1.46 Fee Simple 94,130 SF
1.47 Fee Simple 81,171 SF
1.48 Fee Simple 93,845 SF
1.49 Fee Simple 94,413 SF
1.50 Fee Simple 98,160 SF
1.51 Fee Simple 97,859 SF
1.52 Fee Simple 94,230 SF
1.53 Fee Simple 94,222 SF
1.54 Fee Simple 84,375 SF
1.55 Fee Simple 94,237 SF
1.56 Fee Simple 71,846 SF
1.57 Fee Simple 83,363 SF
1.58 Fee Simple 88,161 SF
1.59 Fee Simple 71,847 SF
1.60 Fee Simple 91,012 SF
1.61 Fee Simple 65,459 SF
1.62 Fee Simple 87,954 SF
1.63 Fee Simple 66,745 SF
1.64 Fee Simple 88,030 SF
1.65 Fee Simple 90,334 SF
1.66 Fee Simple 71,806 SF
1.67 Fee Simple 100,761 SF
1.68 Fee Simple 66,735 SF
1.69 Fee Simple 90,505 SF
1.70 Fee Simple 116,992 SF
1.71 Fee Simple 77,559 SF
1.72 Fee Simple 94,250 SF
1.73 Fee Simple 94,248 SF
1.74 Fee Simple 90,430 SF
1.75 Fee Simple 94,013 SF
1.76 Fee Simple 100,843 SF
1.77 Fee Simple 94,336 SF
1.78 Fee Simple 66,781 SF
1.79 Fee Simple 75,844 SF
1.80 Fee Simple 67,256 SF
1.81 Fee Simple 94,230 SF
1.82 Fee Simple 75,775 SF
1.83 Fee Simple 73,956 SF
1.84 Fee Simple 66,784 SF
1.85 Fee Simple 66,827 SF
1.86 Fee Simple 70,118 SF
1.87 Fee Simple 83,179 SF
1.88 Fee Simple 66,713 SF
1.89 Fee Simple 90,526 SF
1.90 Fee Simple 73,956 SF
1.91 Fee Simple 83,180 SF
1.92 Fee Simple 94,042 SF
1.93 Fee Simple 94,068 SF
1.94 Fee Simple 75,844 SF
1.95 Fee Simple 90,430 SF
1.96 Fee Simple 90,510 SF
1.97 Fee Simple 71,839 SF
1.98 Fee Simple 83,211 SF
1.99 Leasehold 94,136 SF
1.100 Fee Simple 75,844 SF
1.101 Fee Simple 71,345 SF
1.102 Leasehold 94,225 SF
1.103 Fee Simple 71,340 SF
1.104 Fee Simple 75,063 SF
1.105 Leasehold 94,091 SF
1.106 Fee Simple 15,060 SF
1.107 Fee Simple 14,265 SF
1.108 Fee Simple 60,985 SF
1.109 Fee Simple 28,953 SF
1.110 Leasehold 90,590 SF
1.111 Leasehold 80,327 SF
1.112 Fee Simple 12,821 SF
2 Fee Simple 636,922 SF In-Place Hard, Springing Cash Management 831,294 0
3 Fee Simple 486,081 SF In-Place Hard, Springing Cash Management 0 0
4 Fee Simple and Leasehold 915,558 SF In-Place Hard, Springing Cash Management 0 0
4.1 Fee Simple 207,583 SF
4.2 Leasehold 214,581 SF
4.3 Fee Simple 124,515 SF
4.4 Fee Simple 127,064 SF
4.5 Fee Simple 70,110 SF
4.6 Fee Simple 70,716 SF
4.7 Fee Simple 100,989 SF
5 Fee Simple 580 Rooms In-Place Hard, Springing Cash Management 1,490,477 353,376
5.1 Fee Simple 271 Rooms 0 0
5.2 Fee Simple 309 Rooms 0 0
7 Fee Simple 270,097 SF In-Place Hard 544,282 129,951
0 0
8 Fee Simple 198 Rooms None 483,390 0
9 Fee Simple 125 Rooms None 259,984 0
10 Leasehold 70 Rooms None 55,798 0
11 Fee Simple 70 Rooms None 41,303 0
0 0
12 Fee Simple 310,000 SF None 126,141 28,565
13 Fee Simple 145,000 SF None 88,188 18,711
14 Fee Simple 91,644 SF None 83,306 20,739
15 Fee Simple 121,750 SF None 61,866 14,766
16 Fee Simple 138,390 SF None 47,698 13,835
17 Fee Simple 32,500 SF None 21,327 4,322
18 Fee Simple 14,000 SF None 14,300 3,474
19 Fee Simple 7,490 SF None 6,340 3,637
22 Fee Simple 390 Units None 365,472 0
23 Fee Simple 439,451 SF Springing Hard 336,429 70,377
24 Fee Simple 334,195 SF In-Place Hard 577,498 52,803
25 Fee Simple 121,300 SF None 0 0
26 Fee Simple 793,593 SF None 263,695 87,427
27 Fee Xxxxxx 000 Xxxxx Xx-Xxxxx Soft 295,335 98,985
28 Fee Simple 115,367 SF None 342,863 99,947
29 Fee Simple 147,889 SF Springing Hard 101,022 36,850
30 Fee Xxxxxx 000 Xxxxx Xx-Xxxxx Soft 301,883 125,164
31 Fee Simple 149,342 SF None 0 0
32 Leasehold 216 Units Springing Hard 550,156 0
33 Fee Simple 295,700 SF None 451,179 0
34 Fee Simple 93,345 SF None 189,898 0
35 Fee Simple 143,148 SF Springing Hard 395,418 0
36 Fee Simple 104,077 SF None 295,688 0
38 Fee Simple 124,136 SF None 151,803 54,692
39 Fee Simple 216 Units Springing Hard 234,069 71,653
40 Fee Simple 121,038 SF None 150,634 23,575
41 Fee Simple 76,238 SF Springing Hard 154,520 0
42 Fee in Part, Leasehold in Part 255 Rooms Springing Hard 156,332 105,462
43 Fee Simple 150,678 SF None 307,679 53,926
44 Fee Simple 209,250 SF Springing Hard 0 0
45 Fee Simple 464 Units None 188,066 74,008
46 Fee Simple 219 Rooms Springing Hard 214,499 83,274
47 Fee Simple 155 Rooms None 151,736 0
48 Fee Simple 116,049 SF Springing Hard 99,634 17,484
49 Fee Simple 324 Units None 475,006 0
50 Fee Simple 127,354 SF None 0 0
51 Fee Simple 350 Units In-Place Soft 218,624 129,877
0 0
52 Fee Simple 192 Units None 95,861 18,990
53 Fee Simple 132 Units None 66,388 2,187,576
54 Fee Simple 32,238 SF In-Place Soft, Springing Hard 179,946 8,781
55 Fee Simple 130,706 SF In-Place Hard 0 46,052
57 Fee Simple 23,218 SF None 207,718 0
59 Fee Simple 86,872 SF None 0 0
60 Fee Simple 102 Units None 89,290 22,951
61 Fee Simple 100 Units None 77,407 16,455
62 Fee Simple 400 Units None 168,049 63,360
64 Fee Simple 475 Units None 451,565 0
65 Fee Simple 248 Rooms Springing Soft 101,018 34,806
65.1 Fee Simple 83 Rooms 0 0
65.2 Fee Simple 87 Rooms 0 0
65.3 Fee Simple 78 Rooms 0 0
68 Fee Simple 47,174 SF None 0 0
69 Fee Simple 110,725 SF Springing Hard 204,730 26,087
70 Fee Xxxxxx 000 Xxxxx Xx-Xxxxx Soft 239,385 239,385
70.1 Fee Simple 105 Units 0 0
70.2 Fee Simple 104 Xxxxx 0 0
00 Xxx Xxxxxx 89,931 SF Springing Hard 213,942 0
72 Fee Simple 15,000 SF None 107,540 23,055
73 Fee Simple 107,598 SF Springing Hard 72,854 0
74 Fee Simple 197 Rooms Springing Soft 93,855 33,554
74.1 Fee Simple 115 Rooms 0 0
74.2 Fee Simple 82 Rooms 0 0
75 Fee Simple 202 Rooms Springing Soft 115,928 32,298
75.1 Fee Simple 114 Rooms 0 0
75.2 Fee Simple 88 Rooms 0 0
76 Fee Simple 65,000 SF None 0 0
77 Fee in Part, Leasehold in Part 29,620 SF None 97,212 0
78 Fee Simple 144,298 SF Springing Hard 0 0
79 Fee Simple 238,881 SF None 194,890 30,114
80 Fee Simple 306,619 SF Springing Hard 292,807 0
81 Fee in Part, Leasehold in Part 60,056 SF In-Place Hard 0 0
82 Fee Simple 215,581 SF Springing Hard 198,681 44,886
83 Fee Simple 90 Rooms None 52,894 20,556
84 Fee Simple 219,304 SF In-Place Hard, Springing Cash Management 357,315 59,176
86 Fee Simple 180,252 SF In-Place Hard 91,936 0
89 Fee Simple 50,955 SF None 213,439 11,260
91 Fee Simple 72,212 SF Springing Soft 375,838 11,933
92 Fee Simple 70,548 SF In-Place Hard 225,967 18,644
93 Fee Simple 124,698 SF Springing Hard 141,880 11,970
94 Fee Simple 98,972 SF None 227,648 0
95 Fee Simple 40,000 SF In-Place Hard 0 0
96 Fee Simple 108,160 SF Springing Hard 152,583 21,901
97 Fee Simple 14,490 SF Springing Hard 0 0
100 Fee Simple 58,413 SF None 108,142 0
101 Fee Simple 271 Units None 101,990 43,865
102 Fee Simple 58,366 SF None 0 0
103 Fee Simple 59,306 SF Springing Hard 146,008 25,004
104 Fee Simple 86,436 SF Springing Hard 50,754 13,074
106 Fee Simple 138 Units None 103,002 31,813
107 Fee Simple 37,500 SF In-Place Hard 0 0
108 Fee Simple 82,825 SF Springing Hard 141,933 0
110 Fee Simple 57,416 SF None 0 0
112 Fee Simple 200 Rooms Springing Soft 71,339 64,947
114 Fee Simple 248 Units None 97,382 0
115 Fee Xxxxxx 00 Xxxxx Xxxx 89,047 18,228
116 Fee Simple 29,652 SF None 128,983 5,934
117 Fee Simple 384 Units None 0 0
118 Fee Simple 22,035 SF None 46,588 12,100
119 Fee Simple 107 Rooms None 97,312 20,447
120 Fee Simple 60,535 SF None 82,121 5,577
121 Fee Simple 150 Units Springing Soft 130,640 169,215
122 Fee Simple 39,772 SF In-Place Hard 0 0
123 Fee Simple 54,516 SF None 95,395 47,327
0 0
124 Fee Simple 52,907 SF Springing Hard 0 0
125 Fee Simple 6,783 SF Springing Hard 0 0
126 Fee Simple 6,770 SF Springing Hard 0 0
128 Fee Simple 107,021 SF None 97,613 0
129 Fee Simple 92 Units None 0 25,004
131 Leasehold 51,048 SF None 112,489 22,691
132 Fee Simple 84,146 SF None 62,896 15,622
133 Fee Simple 74 Rooms None 44,351 0
135 Fee Simple 34,263 SF In-Place Hard 0 0
136 Fee Simple 46,648 SF Springing Hard 102,595 13,767
137 Fee Simple 111 Rooms Springing Soft 56,337 85,435
138 Fee Simple 168 Units None 186,086 0
139 Fee Simple 18,398 SF None 36,856 10,118
140 Fee Simple 123,986 SF Springing Hard 96,364 0
141 Fee Simple 28,526 SF Springing Hard 0 966
142 Fee Simple 43,100 SF None 0 0
143 Fee Xxxxxx 00 Xxxxx Xxxx 19,963 11,532
144 Fee Simple 114 Rooms Springing Hard 60,840 85,435
147 Fee Simple 14,820 SF Springing Hard 0 0
148 Fee Simple 27,825 SF Springing Hard 85,800 19,933
149 Fee Simple 11,590 SF Springing Hard 47,763 0
150 Fee Simple 25,048 SF Springing Hard 0 0
151 Fee Simple 45,056 SF None 0 0
152 Fee Simple 36,036 SF None 93,603 14,427
153 Fee Simple 17,272 SF None 0 1,569
154 Fee Simple 8,815 SF Springing Hard 31,082 5,468
155 Fee Simple 11,200 SF None 0 0
156 Fee Simple 15,030 SF None 29,798 5,835
157 Fee Simple 30,823 SF None 61,518 9,874
160 Fee Simple 54,064 SF Springing Hard 123,138 0
161 Fee Simple 20,000 SF Springing Hard 0 0
163 Fee in Part, Leasehold in Part 11,180 SF None 0 3,586
164 Fee Simple 11,180 SF Springing Hard 0 0
165 Fee Simple 11,180 SF Springing Hard 0 0
ESCROWED
REPLACE- INITIAL
MENT ESCROWED DEFERRED INITIAL
RESERVES REPLACEMENT ESCROWED TI/LC ESCROWED TI/LC MAINTEN- ENVIRON-
LOAN INITIAL RESERVES CURRENT RESERVES INITIAL RESERVES CURRENT ANCE MENTAL
NUMBER DEPOSIT ANNUAL DEPOSIT DEPOSIT ANNUAL DEPOSIT DEPOSIT DEPOSIT HOLDBACK RESERVE
-----------------------------------------------------------------------------------------------------------------
1 0 0 (Note 2) 0 0 (Note 2) 482,265
1.1
1.2 3,875
1.3
1.4
1.5
1.6
1.7
1.8
1.9 16,625
1.10
1.11
1.12 2,188
1.13 15,000
1.14 6,250
1.15 8,550
1.16
1.17
1.18 9,194
1.19
1.20 3,125
1.21
1.22 13,906
1.23
1.24
1.25
1.26
1.27
1.28 1,875
1.29
1.30 21,250
1.31 12,125
1.32
1.33
1.34 2,750
1.35
1.36
1.37 10,313
1.38 16,000
1.39
1.40 6,250
1.41 3,125
1.42 2,500
1.43 2,250
1.44 4,063
1.45 7,500
1.46
1.47
1.48 1,250
1.49
1.50
1.51
1.52
1.53 4,000
1.54 22,563
1.55 72,698
1.56
1.57
1.58
1.59 21,238
1.60 4,688
1.61 6,250
1.62
1.63
1.64
1.65
1.66 7,813
1.67 1,250
1.68
1.69 2,881
1.70 1,875
1.71
1.72 13,250
1.73 4,250
1.74
1.75
1.76
1.77 10,111
1.78
1.79
1.80 3,125
1.81
1.82 7,813
1.83 13,125
1.84
1.85
1.86 12,250
1.87 1,875
1.88
1.89 17,500
1.90 6,731
1.91
1.92
1.93 21,856
1.94
1.95 14,000
1.96
1.97 3,688
1.98 1,250
1.99 3,250
1.100 4,813
1.101 1,625
1.102 1,250
1.103
1.104 1,250
1.105
1.106
1.107
1.108 22,788
1.109
1.110 1,250
1.111
1.112
2 94,825 0 539,725 0
3 0 0 6,837,894 0
4 0 0 0 0
4.1
4.2
4.3
4.4
4.5
4.6
4.7
5 0 4% of Gross Revenues NAP NAP
5.1
5.2
7 252,500 0 3,000,000 0 22,500
8 0 4% of Gross Revenues NAP NAP 712,500
9 0 4% of Gross Revenues NAP NAP
10 0 4% of Gross Revenues NAP NAP
11 0 4% of Gross Revenues NAP NAP 4,145
12 0 31,000 0 51,052
13 0 14,500 0 23,879
14 0 9,164 0 15,092
15 0 12,175 0 20,050
16 0 13,839 0 22,791
17 0 3,250 0 5,352
18 0 1,400 0 2,306
19 0 695 0 1,145
22 400,000 97,500 NAP NAP 188,450
23 0 65,840 1,301,259 220,029 30,649 1,213,500
24 0 0 167,496 0
25 0 0 0 0
26 0 79,359 0 119,039 5,000 3,263,000
27 2,749,512 0 NAP NAP 115,308
28 0 17,304 64,200 0 1,530,000
29 0 33,563 0 0
30 910,000 0 NAP NAP 11,875
31 0 0 0 0
32 0 54,000 NAP NAP 22,500
33 0 44,355 1,162,862 0
34 0 13,054 0 0 22,250
35 0 14,315 0 101,635
36 0 11,448 0 0
38 0 18,665 0 125,179 980,825 1,600,000
39 0 96,000 NAP NAP
40 0 12,104 0 64,159
41 0 15,221 420,000 0
42 0 4% of Gross Revenues NAP NAP 7,500 1,250
43 0 0 0 0 161,094
44 39,758 0 0 0 10,000
45 0 116,000 NAP NAP
46 0 4% of Gross Revenues NAP NAP 1,750
47 0 4% of Gross Revenues NAP NAP
48 0 23,210 398,500 0 1,500
49 0 72,900 NAP NAP
50 0 0 NAP NAP
51 2,142,375 0 NAP NAP 193,125
52 0 48,000 NAP NAP 97,375
53 0 33,000 NAP NAP 79,500
54 0 4,836 0 32,238
55 0 13,071 650,000 0
57 0 3,483 0 0
59 0 0 0 0
60 63,750 0 NAP NAP
61 62,500 0 NAP NAP 30,150
62 0 100,000 NAP NAP
64 0 150,100 NAP NAP 382,493
65 0 4% of Gross Revenues NAP NAP
65.1
65.2
65.3
68 0 7,076 0 0 74,500
69 0 22,146 0 55,362 6,250
70 0 62,700 NAP NAP 1,875
70.1
70.2 1,875
71 0 17,986 0 0
72 0 3,000 0 39,504 1,975 901,000
73 25,000 0 250,000 0
74 0 4% of Gross Revenues NAP NAP
74.1
74.2
75 0 4% of Gross Revenues NAP NAP
75.1
75.2
76 690,000 12,996 2,400,000 0
77 0 2,962 0 0
78 0 0 0 0
79 0 12,261 0 43,000 23,906
80 65,000 24,162 0 70,522 65,000
81 0 0 0 0
82 0 43,118 0 107,794
83 0 4% of Gross Revenues NAP NAP
84 100,000 0 1,438,706 0 20,313
86 0 18,025 200,000 0 50,000
89 0 7,643 175,000 0
91 0 14,442 0 93,876
92 0 10,582 0 55,332 18,750
93 0 17,293 396,625 0 3,375
94 0 19,794 0 90,000
95 0 0 0 0
96 0 17,306 0 54,080
97 0 0 0 0
100 0 0 0 0
101 0 68,075 NAP NAP
102 0 0 0 0
103 0 8,899 100,000 90,000
104 150,000 17,287 0 0 8,875 23,000
106 0 27,600 NAP NAP 50,000
107 0 0 0 0
108 0 28,161 0 82,825
110 0 0 0 0
112 0 4% of Gross Revenues NAP NAP 26,703
114 0 62,000 NAP NAP
115 0 16,250 NAP NAP
116 0 4,448 0 22,239
117 0 0 NAP NAP 8,750
118 0 2,424 0 18,289
119 0 4% of Gross Revenues NAP NAP
120 0 6,054 150,000 44,913 394,000
121 0 0 NAP NAP
122 0 0 0 0
123 30,000 5,452 0 31,509 32,000 7,250
124 0 5,273 0 0
125 0 700 0 0
126 0 700 0 0
128 0 19,264 0 0 41,778
129 0 23,000 NAP NAP
131 0 0 0 0
132 0 12,622 0 50,469 2,500
133 0 4% of Gross Revenues NAP NAP
135 0 0 0 0
136 0 4,665 0 18,659
137 0 4% of Gross Revenues NAP NAP
138 0 64,176 NAP NAP
139 0 1,840 40,000 0
140 65,000 5,899 0 30,997
141 0 0 0 0
142 0 0 0 0
143 0 17,100 NAP NAP
144 0 4% of Gross Revenues NAP NAP
147 0 0 0 0
148 0 4,951 0 16,503
149 0 1,159 0 0
150 0 0 0 0
151 0 0 0 0
152 0 7,207 0 36,036 15,000
153 0 0 0 0
154 0 1,763 0 0
155 0 2,352 0 0
156 0 2,255 0 14,500
157 0 6,165 0 0
160 0 10,813 0 54,064
161 0 3,000 0 0
163 0 0 0 0
164 0 1,789 0 0 2,625
165 0 1,677 0 0 3,813
LOAN
NUMBER LOC ENVIRONMENTAL INSURANCE POLICY
---------------------------------------------------------------------------------------------------------------------------------
1 Deferred Maintenance Reserve is in the form of a LOC
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
1.30
1.31
1.32
1.33
1.34
1.35
1.36
1.37
1.38
1.39
1.40
1.41
1.42
1.43
1.44
1.45
1.46
1.47
1.48
1.49
1.50
1.51
1.52
1.53
1.54
1.55
1.56
1.57
1.58
1.59
1.60
1.61
1.62
1.63
1.64
1.65
1.66
1.67
1.68
1.69
1.70
1.71
1.72
1.73
1.74
1.75
1.76
1.77
1.78
1.79
1.80
1.81
1.82
1.83
1.84
1.85
1.86
1.87
1.88
1.89
1.90
1.91
1.92
1.93
1.94
1.95
1.96
1.97
1.98
1.99
1.100
1.101
1.102
1.103
1.104
1.105
1.106
1.107
1.108
1.109
1.110
1.111
1.112
2 Replacement Reserve and TI/LC Reserve are in the
form of LOCs. In addition, Borrower delivered to
Lender multiple letters of credit at closing that
total $1,533,215 to cover gap rent. The amount of
money in the escrow will be reduced on an annual
basis, down to $917,060, $376,018, and $0 on May 11
of 2007, 2008, and 2009 respectively.
3
4
4.1
4.2
4.3
4.4
4.5
4.6
4.7
5
5.1
5.2
7 Yes, Lender's Protection Policy in lieu of Environmental Indemnity.
8
9
10
11
12
13
14
15
16
17
18
19
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
38
39
40
41
42
43
44 Replacement Reserve is in the form of AO275a LOC
45
46
47
48
49
50
51
52
53
54
55 Borrower has posted a Letter of Credit for
$1,031,250 (125% of the engineer's estimate)
that will secure either hooking up the property to
the public sewer or replacing the existing septic
system. Letter of credit shall not be renewed
beyond February 16, 2009. Letter of credit will be
released upon property being hooked up to the public
sewer or replacement of the existing septic system.
57
59
60
61
62
64
65
65.1
65.2
65.3
68
69
70
70.1
70.2
71
72 Holdback Reserve is in the form of a LOC
73
74
74.1
74.2
75
75.1
75.2
76
77
78
79
80
81
82
83
84
86
89
91
92
93
94
95
96
97
100
101
102
103
104
106
107
108
110
112
114
115
116
117
118
119
120
121
122
123
124
125
126
128
129
131
132
133
135
136
137
138
139 TI/LC reserve is in the form of a LOC
140
141
142 Yes, Underground Storage Tank Liability Policy
143
144
147
148
149
150
151
152
153
154
155
156
157
160
161
163
164
165
