EXHIBIT 4.2
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CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
(Depositor)
and
COLUMN FINANCIAL, INC.
(Seller)
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MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of November 1, 2004
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TABLE OF CONTENTS
Section 1. Transactions on or Prior to the Closing Date....................
Section 2. Closing Date Actions............................................
Section 3. Conveyance of Mortgage Loans....................................
Section 4. Depositor's Conditions to Closing...............................
Section 5. Seller's Conditions to Closing..................................
Section 6. Representations and Warranties of Seller........................
Section 7. Obligations of Seller...........................................
Section 8. Crossed Mortgage Loans..........................................
Section 9. Rating Agency Fees; Costs and Expenses Associated with
a Defeasance....................................................
Section 10. Representations and Warranties of Depositor.....................
Section 11. Survival of Certain Representations, Warranties and Covenants...
Section 12. Transaction Expenses............................................
Section 13. Recording Costs and Expenses....................................
Section 14. Notices.........................................................
Section 15. Examination of Mortgage Files...................................
Section 16. Successors......................................................
Section 17. Governing Law...................................................
Section 18. Severability....................................................
Section 19. Further Assurances..............................................
Section 20. Counterparts....................................................
Section 21. Treatment as Security Agreement.................................
Section 22. Recordation of Agreement........................................
Schedule I Schedule of Transaction Terms
Schedule II Mortgage Loan Schedule
Schedule III Mortgage Loans Constituting Mortgage Groups
Schedule IV Mortgage Loans with Lost Notes
Schedule V Exceptions to Seller's Representations and Warranties
Exhibit A Representations and Warranties Regarding the Mortgage Loans
Exhibit B Form of Lost Note Affidavit
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (this "Agreement"), dated as
of November 1, 2004, is made by and between COLUMN FINANCIAL, INC., a Delaware
corporation ("Seller"), and CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES
CORP., a Delaware corporation ("Depositor").
RECITALS
I. Capitalized terms used herein without definition have the
meanings ascribed to them in the Schedule of Transaction Terms attached hereto
as Schedule I, which is incorporated herein by this reference, or, if not
defined therein, in the Pooling and Servicing Agreement specified on such
Schedule of Transaction Terms.
II. On the Closing Date, and on the terms set forth herein, Seller
has agreed to sell to Depositor and Depositor has agreed to purchase from Seller
the mortgage loans identified on the schedule (the "Mortgage Loan Schedule")
annexed hereto as Schedule II (each such mortgage loan, a "Mortgage Loan" and,
collectively, the "Mortgage Loans"). Depositor intends to deposit the Mortgage
Loans and other assets into a trust fund (the "Trust Fund") created pursuant to
the Pooling and Servicing Agreement and to cause the issuance of the
Certificates.
AGREEMENT
NOW, THEREFORE, on the terms and conditions set forth below and for
good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, Depositor and Seller agree as follows:
Section 1. Transactions on or Prior to the Closing Date. On or prior
to the Closing Date, Seller shall have delivered the Mortgage Files with respect
to each of the Mortgage Loans listed in the Mortgage Loan Schedule to Xxxxx
Fargo Bank, N.A. as trustee (the "Trustee") or its designee, against receipt by
Seller of a written receipt, pursuant to an arrangement between Seller and the
Trustee; provided, however, that item (xvi) in the definition of Mortgage File
(below) shall be delivered to the applicable Master Servicer for inclusion in
the Servicer File (defined below) with a copy delivered to the Trustee for
inclusion in the Mortgage File; and provided, further, that Seller shall pay (or
cause the related Borrower to pay) any costs of the assignment or amendment of
each letter of credit described under said item (xvi) required in order for the
Trustee to draw on such letter of credit pursuant to the terms of the Pooling
and Servicing Agreement and shall deliver the related assignment or amendment
documents within thirty (30) days after the Closing Date. In addition, prior to
such assignment or amendment of a letter of credit, Seller will take all
necessary steps to enable the applicable Master Servicer to draw on the related
letter of credit on behalf of the Trustee pursuant to the terms of the Pooling
and Servicing Agreement, including, if necessary, drawing on the letter of
credit in its own name pursuant to written instructions to draw from the
applicable Master Servicer and upon receipt, immediately remitting the proceeds
of such draw (or causing such proceeds to be remitted) to the applicable Master
Servicer.
Section 2. Closing Date Actions. The sale of the Mortgage Loans
shall take place on the Closing Date, subject to and simultaneously with the
deposit of the Mortgage Loans into the Trust Fund, the issuance of the
Certificates and the sale of (a) the Publicly Offered Certificates by Depositor
to the Underwriters pursuant to the Underwriting Agreement and (b) the Private
Certificates by Depositor to the Initial Purchaser pursuant to the Certificate
Purchase Agreement. The closing (the "Closing") shall take place at the offices
of Cadwalader, Xxxxxxxxxx & Xxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000,
or such other location as agreed upon between the parties hereto. On the Closing
Date, the following actions shall take place in sequential order on the terms
set forth herein:
(i) Seller shall sell to Depositor, and Depositor shall purchase
from Seller, the Mortgage Loans pursuant to this Agreement for the
Mortgage Loan Purchase Price payable in accordance with instructions
previously provided to Depositor by Seller. The Mortgage Loan Purchase
Price shall be paid by Depositor to Seller or at its direction by wire
transfer in immediately available funds to an account designated by Seller
on or prior to the Closing Date. The "Mortgage Loan Purchase Price" shall
be the price mutually agreed upon as such in writing between Depositor and
Seller.
(ii) Pursuant to the terms of the Pooling and Servicing Agreement,
Depositor shall sell all of its right, title and interest in and to the
Mortgage Loans to the Trustee for the benefit of the Holders of the
Certificates.
(iii) Depositor shall sell to the Underwriters, and the Underwriters
shall purchase from Depositor, the Publicly Offered Certificates pursuant
to the Underwriting Agreement, and Depositor shall sell to the Initial
Purchaser, and the Initial Purchaser shall purchase from Depositor, the
Private Certificates pursuant to the Certificate Purchase Agreement.
(iv) The Underwriters will offer the Publicly Offered Certificates
for sale to the public pursuant to the Prospectus and the Prospectus
Supplement and the Initial Purchaser will privately place certain classes
of the Private Certificates pursuant to the Offering Circular.
Section 3. Conveyance of Mortgage Loans. On the Closing Date, Seller
shall sell, convey, assign and transfer, subject to any related servicing rights
of any applicable Master Servicer under, and/or any applicable Primary Servicer
contemplated by, the Pooling and Servicing Agreement, without recourse except as
provided herein, to Depositor, free and clear of any liens, claims or other
encumbrances, all of Seller's right, title and interest in, to and under: (i)
each of the Mortgage Loans identified on the Mortgage Loan Schedule and (ii) all
property of Seller described in Section 21(b) of this Agreement, including,
without limitation, (A) all scheduled payments of interest and principal due on
or with respect to the Mortgage Loans after the Cut-off Date and (B) all other
payments of interest, principal or prepayment premiums received on or with
respect to the Mortgage Loans after the Cut-off Date, other than any such
payments of interest or principal or prepayment premiums that were due on or
prior to the Cut-off Date. The Mortgage File for each Mortgage Loan shall
contain the following documents on a collective basis:
(i) the original Note (or with respect to those Mortgage Loans
listed in Schedule IV hereto, a "lost note affidavit" substantially in the
form of Exhibit B hereto and a true and complete copy of the Note),
bearing, or accompanied by, all prior and intervening endorsements or
assignments showing a complete chain of endorsement or assignment from the
Mortgage Loan Originator either in blank or to Seller, and further
endorsed (at the direction of Depositor given pursuant to this Agreement)
by Seller, on its face or by allonge attached thereto, without recourse,
either in blank or to the order of the Trustee in the following form: "Pay
to the order of Xxxxx Fargo Bank, N.A., as trustee for the registered
Holders of Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2004-C4, without
recourse, representation or warranty, express or implied";
(ii) a duplicate original Mortgage or a counterpart thereof or, if
such Mortgage has been returned by the related recording office, (A) an
original, (B) a certified copy or (C) a copy thereof from the applicable
recording office, and originals or counterparts (or originals, certified
copies or copies from the applicable recording office) of any intervening
assignments thereof from the Mortgage Loan Originator to Seller, in each
case in the form submitted for recording or, if recorded, with evidence of
recording indicated thereon;
(iii) an original assignment of the Mortgage, in recordable form
(except for any missing recording information and, if applicable,
completion of the name of the assignee), from Seller (or the Mortgage Loan
Originator) either in blank or to "Xxxxx Fargo Bank, N.A., as trustee for
the registered Holders of Credit Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 2004-C4";
(iv) an original, counterpart or copy of any related Assignment of
Leases (if such item is a document separate from the Mortgage), and the
originals, counterparts or copies of any intervening assignments thereof
from the Mortgage Loan Originator of the Loan to Seller, in each case in
the form submitted for recording or, if recorded, with evidence of
recording thereon;
(v) an original assignment of any related Assignment of Leases (if
such item is a document separate from the Mortgage), in recordable form
(except for any missing recording information and, if applicable,
completion of the name of the assignee), from Seller (or the Mortgage Loan
Originator), either in blank or to "Xxxxx Fargo Bank, N.A., as trustee for
the registered Holders of Credit Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 2004-C4";
(vi) an original or true and complete copy of any related Security
Agreement (if such item is a document separate from the Mortgage), and the
originals or copies of any intervening assignments thereof from the
Mortgage Loan Originator to Seller;
(vii) an original assignment of any related Security Agreement (if
such item is a document separate from the Mortgage), from Seller (or the
Mortgage Loan Originator) either in blank or to "Xxxxx Fargo Bank, N.A.,
as trustee for the registered Holders of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2004-C4," which assignment may be included as part of an omnibus
assignment covering other documents relating to the Mortgage Loan
(provided that such omnibus assignment is effective under applicable law);
(viii) originals or copies of all (A) assumption agreements, (B)
modifications, (C) written assurance agreements and (D) substitution
agreements, together with any evidence of recording thereon or in the form
submitted for recording, in those instances where the terms or provisions
of the Mortgage, Note or any related security document have been modified
or the Mortgage Loan has been assumed;
(ix) the original lender's title insurance policy or a copy thereof
(together with all endorsements or riders that were issued with or
subsequent to the issuance of such policy), or if the policy has not yet
been issued, the original or a copy of a binding written commitment (which
may be a pro forma or specimen title insurance policy which has been
accepted or approved in writing by the related title insurance company) or
interim binder that is marked as binding and countersigned by the title
company, insuring the priority of the Mortgage as a first lien on the
related Mortgaged Property, relating to such Mortgage Loan;
(x) the original or a counterpart of any guaranty of the obligations
of the Borrower under the Mortgage Loan;
(xi) UCC acknowledgement, certified or other copies of all UCC
Financing Statements and continuation statements which show the filing or
recording thereof (including the filing number or other similar filing
information) or, alternatively, other evidence of filing or recording
(including the filing number or other similar filing information)
acceptable to the Trustee (including, without limitation, evidence of such
filed or recorded UCC Financing Statement as shown on a written UCC search
report from a reputable search firm, such as Corporation Service Company,
CT Corporation System and the like or printouts of on-line confirmations
from such UCC filing or recording offices or authorized agents thereof),
sufficient to perfect (and maintain the perfection of) the security
interest held by the Mortgage Loan Originator (and each assignee of record
prior to the Trustee) in and to the personalty of the Borrower at the
Mortgaged Property, and original UCC Financing Statement assignments, in a
form suitable for filing or recording, sufficient to assign each such UCC
Financing Statement to the Trustee;
(xii) the original or copy of the power of attorney (with evidence
of recording thereon) granted by the Borrower if the Mortgage, Note or
other document or instrument referred to above was not signed by the
Borrower;
(xiii) with respect to any debt of a Borrower or mezzanine borrower
permitted under the related Mortgage Loan, an original or copy of a
subordination agreement, standstill agreement or other intercreditor,
co-lender or similar agreement relating to such other debt, if any,
including any mezzanine loan documents or preferred equity documents, and
a copy of the promissory note relating to such other debt (if such other
debt is also secured by the related Mortgage);
(xiv) with respect to any Cash Collateral Accounts and Lock-Box
Accounts, an original or copy of any related account control agreement and
a copy of the UCC Financing Statements, if any, submitted for filing with
respect to Seller's security interest in the Cash Collateral Accounts and
Lock-Box Accounts and all funds contained therein (together with UCC
Financing Statement assignments in a form suitable for filing or
recording, sufficient to transfer such security interest to the Trustee on
behalf of the Certificateholders);
(xv) an original or copy of any related Loan Agreement (if separate
from the related Mortgage), and an original or copy of any related
Lock-Box Agreement or Cash Collateral Account Agreement (if separate from
the related Mortgage and Loan Agreement);
(xvi) the originals and copies of letters of credit, if any,
relating to the Mortgage Loans and amendments thereto which entitles the
Trust to draw thereon; provided that in connection with the delivery of
the Mortgage File to the Trust, such originals shall be delivered to the
applicable Master Servicer and copies thereof shall be delivered to the
Trustee;
(xvii) any related environmental insurance policy and any
environmental guarantee or indemnity agreement or copies thereof;
(xviii) the original or a copy of the ground lease, ground lease
memorandum and ground lease estoppels, if any, and any amendments,
modifications or extensions thereto, if any, or certified copies thereof;
(xix) the original or copy of any property management agreement;
(xx) copies of franchise agreements and franchisor comfort letters,
if any, for hospitality properties and any applicable transfer/assignment
documents; and
(xxi) a checklist of the documents included in the subject Mortgage
File.
Notwithstanding the foregoing, in the event that, in connection with
any Mortgage Loan, Seller cannot deliver, or cause to be delivered, an original,
counterpart or certified copy, as applicable, of any of the documents and/or
instruments required to be delivered pursuant to clauses (ii), (iv), (viii),
(xi) (other than assignments of UCC Financing Statements to be recorded or filed
in accordance with the transfer contemplated by this Agreement) and (xii) of the
last sentence of the first paragraph of this Section 3, with evidence of
recording or filing thereon on the Closing Date, solely because of a delay
caused by the public recording or filing office where such document or
instrument has been delivered for recordation or filing, Seller: (i) shall
deliver, or cause to be delivered, to the Trustee or its designee a duplicate
original or true copy of such document or instrument certified by the applicable
public recording or filing office, the applicable title insurance company or
Seller to be a true and complete duplicate original or copy of the original
thereof submitted for recording or filing; and (ii) shall deliver, or cause to
be delivered, to the Trustee or its designee either the original of such
non-delivered document or instrument, or a photocopy thereof (certified by the
appropriate public recording or filing office to be a true and complete copy of
the original thereof submitted for recording or filing), with evidence of
recording or filing thereon, within 120 days after the Closing Date, which
period may be extended up to two times, in each case for an additional period of
45 days (provided that Seller, as certified in writing to the Trustee prior to
each such 45-day extension, is in good faith attempting to obtain from the
appropriate recording or filing office such original or photocopy). Compliance
with this paragraph will satisfy Seller's delivery requirements under this
Section 3 with respect to the subject document(s) and instrument(s).
Notwithstanding the foregoing, in the event that, in connection with
any Mortgage Loan, Seller cannot deliver, or cause to be delivered, an original,
counterpart or certified copy, as applicable, of any of the documents and/or
instruments required to be delivered pursuant to clauses (ii), (iv), (viii),
(xi) (other than assignments of UCC Financing Statements to be recorded or filed
in accordance with the transfer contemplated by this Agreement) and (xii) of the
last sentence of the first paragraph of this Section 3, with evidence of
recording or filing thereon for any other reason, including without limitation,
that such non-delivered document or instrument has been lost, the delivery
requirements of this Agreement shall be deemed to have been satisfied and such
non-delivered document or instrument shall be deemed to have been included in
the related Mortgage File if a photocopy of such non-delivered document or
instrument (with evidence of recording or filing thereon and certified by the
appropriate recording or filing office to be a true and complete copy of the
original thereof as filed or recorded) is delivered to the Trustee or its
designee on or before the Closing Date.
Notwithstanding the foregoing, in the event that Seller cannot
deliver any UCC Financing Statement assignment with the filing or recording
information of the related UCC Financing Statement with respect to any Mortgage
Loan, solely because such UCC Financing Statement has not been returned by the
public filing or recording office where such UCC Financing Statement has been
delivered for filing or recording, Seller shall so notify the Trustee or its
designee and shall not be in breach of its obligations with respect to such
delivery, provided that Seller promptly forwards such UCC Financing Statement to
the Trustee or its designee upon its return, together with the related original
UCC Financing Statement assignment in a form appropriate for filing or
recording.
Notwithstanding the foregoing, Seller may, at its sole cost and
expense, but is not obligated to, engage a third-party contractor to prepare or
complete in proper form for filing or recording any and all assignments of
Mortgage, assignments of Assignments of Leases and assignments of UCC Financing
Statements to the Trustee to be delivered pursuant to clauses (iii), (v) and
(xi) of the last sentence of the first paragraph of this Section 3
(collectively, the "Assignments"), to submit those Assignments for filing and
recording, as the case may be, in the applicable public filing and recording
offices and to deliver those Assignments to the Trustee or its designee as those
Assignments (or certified copies thereof) are received from the applicable
filing and recording offices with evidence of such filing or recording indicated
thereon. However, in the event Seller engages a third-party contractor as
contemplated in the immediately preceding sentence, the rights, duties and
obligations of Seller pursuant to this Agreement remain binding on Seller; and,
if Seller does not engage a third party as contemplated by the immediately
preceding sentence, then Seller will still be liable for recording and filing
fees and expenses of the Assignments as and to the extent contemplated by
Section 13 hereof.
Within ten (10) Business Days after the Closing Date, Seller shall
deliver the Servicer Files with respect to each of the Mortgage Loans to the
applicable Master Servicer (or, if applicable, to a Sub-Servicer (with a copy to
the applicable Master Servicer) at the direction of the applicable Master
Servicer), under the Pooling and Servicing Agreement on behalf of the Trustee in
trust for the benefit of the Certificateholders. Each such Servicer File shall
contain all documents and records in Seller's possession relating to such
applicable Mortgage Loans (including reserve and escrow agreements, cash
management agreements, lockbox agreements, financial statements, operating
statements and any other information provided by the respective Borrower from
time to time, but excluding any documents and other writings not enumerated in
this parenthetical that have been prepared by Seller or any of its Affiliates
solely for internal credit analysis or other internal uses or any
attorney-client privileged communication) that are not required to be a part of
a Mortgage File in accordance with the definition thereof, together with copies
of all instruments and documents which are required to be a part of the related
Mortgage File in accordance with the definition thereof.
For purposes of this Section 3, and notwithstanding any contrary
provision hereof or of the definition of "Mortgage File," if there exists with
respect to any group of Crossed Mortgage Loans only one original or certified
copy of any document or instrument described in the definition of "Mortgage
File" which pertains to all of the Crossed Mortgage Loans in such group of
Crossed Mortgage Loans, the inclusion of the original or certified copy of such
document or instrument in the Mortgage File for any of such Crossed Mortgage
Loans and the inclusion of a copy of such original or certified copy in each of
the Mortgage Files for the other Crossed Mortgage Loans in such group of Crossed
Mortgage Loans, shall be deemed the inclusion of such original or certified
copy, as the case may be, in the Mortgage File for each such Crossed Mortgage
Loan.
Seller shall, promptly after the Closing Date, but in all events
within three (3) Business Days after the Closing Date, cause all funds on
deposit in escrow accounts maintained with respect to the Mortgage Loans in the
name of Seller or any other name, to be transferred to or at the direction of
the applicable Master Servicer (or, if applicable, to a Sub-Servicer at the
direction of the applicable Master Servicer).
The Trustee, as assignee or transferee of Depositor, shall be
entitled to all scheduled principal payments due after the Cut-off Date, all
other payments of principal due and collected after the Cut-off Date, and all
payments of interest on the Mortgage Loans, minus that portion of any such
payment which is allocable to the period on or prior to the Cut-off Date. All
scheduled payments of principal due on or before the Cut-off Date and collected
after the Cut-off Date, together with the accompanying interest payments, shall
belong to Seller.
Upon the sale of the Mortgage Loans from Seller to Depositor
pursuant hereto, the ownership of each Note, the related Mortgage and the
contents of the related Mortgage File shall be vested in Depositor and the
ownership of all records and documents with respect to the related Mortgage Loan
prepared by or which come into the possession of Seller as seller of the
Mortgage Loans hereunder, exclusive in each case of documents prepared by Seller
or any of its Affiliates solely for internal credit analysis or other internal
uses or any attorney-client privileged communication, shall immediately vest in
Depositor. All Monthly Payments, Principal Prepayments and other amounts
received by Seller and not otherwise belonging to Seller pursuant to this
Agreement shall be sent by Seller within three (3) Business Days after Seller's
receipt thereof to the applicable Master Servicer via wire transfer for deposit
by the applicable Master Servicer into the Collection Account.
Upon the sale of Certificates representing at least 10% of the fair
value of all the Certificates to unaffiliated third parties, Seller shall, under
generally accepted accounting principles ("GAAP"), report its transfer of the
Mortgage Loans to Depositor, as provided herein, as a sale of the Mortgage Loans
to Depositor in exchange for the consideration specified in Section 2 hereof. In
connection with the foregoing, upon sale of Certificates representing at least
10% of the fair value of all the Certificates to unaffiliated third parties,
Seller shall cause all of its financial and accounting records to reflect such
transfer as a sale (as opposed to a secured loan). Seller shall at all times
following the Closing Date cause all of its records and financial statements and
any relevant consolidated financial statements of any direct or indirect parent
to clearly reflect that the Mortgage Loans have been transferred to Depositor
and are no longer available to satisfy claims of Seller's creditors.
After Seller's transfer of the Mortgage Loans to Depositor, as
provided herein, Seller shall not take any action inconsistent with Depositor's
ownership (or the ownership by any of Depositor's assignees) of the Mortgage
Loans. Except for actions that are the express responsibility of another party
hereunder or under the Pooling and Servicing Agreement, and further except for
actions that Seller is expressly permitted to complete subsequent to the Closing
Date, Seller shall, on or before the Closing Date, take all actions required
under applicable law to effectuate the transfer of the Mortgage Loans by Seller
to Depositor.
Section 4. Depositor's Conditions to Closing. The obligations of
Depositor to purchase the Mortgage Loans and pay the Mortgage Loan Purchase
Price at the Closing Date under the terms of this Agreement are subject to the
satisfaction of each of the following conditions at or before the Closing:
(a) Each of the obligations of Seller required to be performed by it
on or prior to the Closing Date pursuant to the terms of this Agreement shall
have been duly performed and complied with in all material respects; all of the
representations and warranties of Seller under this Agreement (subject to the
exceptions set forth in the Exception Report) shall be true and correct in all
material respects as of the Closing Date; no event shall have occurred with
respect to Seller or any of the Mortgage Loans and related Mortgage Files which,
with notice or the passage of time, would constitute a material default under
this Agreement; and Depositor shall have received certificates to the foregoing
effect signed by authorized officers of Seller.
(b) Depositor, or if directed by Depositor, the Trustee or
Depositor's attorneys or other designee, shall have received in escrow, all of
the following closing documents, in such forms as are agreed upon and reasonably
acceptable to Depositor and Seller, duly executed by all signatories other than
Depositor, as required pursuant to the respective terms thereof:
(i) the Mortgage Files, subject to the provisos of Section 1 of this
Agreement, which shall have been delivered to and held by the Trustee or
its designee on behalf of Seller;
(ii) the Mortgage Loan Schedule;
(iii) the certificate of Seller confirming its representations and
warranties set forth in Section 6(a) (subject to the exceptions set forth
in the Exception Report) as of the Closing Date;
(iv) an opinion or opinions of Seller's counsel, dated the Closing
Date, covering various corporate matters and such other matters as shall
be reasonably required by Depositor;
(v) such other certificates of Seller's officers or others and such
other documents to evidence fulfillment of the conditions set forth in
this Agreement as Depositor or its counsel may reasonably request; and
(vi) all other information, documents, certificates, or letters with
respect to the Mortgage Loans or Seller and its Affiliates as are
reasonably requested by Depositor in order for Depositor to perform any of
it obligations or satisfy any of the conditions on its part to be
performed or satisfied pursuant to any sale of Mortgage Loans by Depositor
as contemplated herein.
(c) Seller shall have performed or complied with all other terms and
conditions of this Agreement which it is required to perform or comply with at
or before the Closing and shall have the ability to perform or comply with all
duties, obligations, provisions and terms which it is required to perform or
comply with after the Closing.
(d) Seller shall have delivered to the Trustee, on or before the
Closing Date, five limited powers of attorney in favor of the Trustee and
Special Servicer empowering the Trustee and, in the event of the failure or
incapacity of the Trustee, the Special Servicer, to record, at the expense of
Seller, any Mortgage Loan Documents required to be recorded and any intervening
assignments with evidence of recording thereon that are required to be included
in the Mortgage Files. Seller shall reasonably cooperate with the Trustee and
the Special Servicer in connection with any additional powers or revisions
thereto that are requested by such parties.
Section 5. Seller's Conditions to Closing. The obligations of Seller
under this Agreement shall be subject to the satisfaction, on the Closing Date,
of the following conditions:
(a) Each of the obligations of Depositor required to be performed by
it on or prior to the Closing Date pursuant to the terms of this Agreement shall
have been duly performed and complied with in all material respects; and all of
the representations and warranties of Depositor under this Agreement shall be
true and correct in all material respects as of the Closing Date; and no event
shall have occurred with respect to Depositor which, with notice or the passage
of time, would constitute a material default under this Agreement, and Seller
shall have received certificates to that effect signed by authorized officers of
Depositor.
(b) Seller shall have received all of the following closing
documents, in such forms as are agreed upon and reasonably acceptable to Seller
and Depositor, duly executed by all signatories other than Seller, as required
pursuant to the respective terms thereof:
(i) an officer's certificate of Depositor, dated as of the Closing
Date, with the resolutions of Depositor authorizing the transactions set
forth therein, together with copies of the charter, by-laws and
certificate of good standing dated as of a recent date of Depositor; and
(ii) such other certificates of its officers or others, such
opinions of Depositor's counsel and such other documents required to
evidence fulfillment of the conditions set forth in this Agreement as
Seller or its counsel may reasonably request.
(c) Depositor shall have performed or complied with all other terms
and conditions of this Agreement which it is required to perform or comply with
at or before the Closing and shall have the ability to perform or comply with
all duties, obligations, provisions and terms which it is required to perform or
comply with after Closing.
Section 6. Representations and Warranties of Seller.
(a) Seller represents and warrants to Depositor as of the date
hereof, as follows:
(i) Seller is duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware.
Seller has conducted and is conducting its business so as to comply in all
material respects with all applicable statutes and regulations of
regulatory bodies or agencies having jurisdiction over it, except where
the failure so to comply would not have a materially adverse effect on the
performance by Seller of this Agreement, and there is no charge, action,
investigation, suit or proceeding before or by any court, regulatory
authority or governmental agency or body pending or, to the knowledge of
Seller, threatened, which is reasonably likely to materially and adversely
affect the performance by Seller of this Agreement or the consummation of
transactions contemplated by this Agreement.
(ii) Seller has the full power, authority and legal right to hold,
transfer and convey the Mortgage Loans and to execute and deliver this
Agreement (and all agreements and documents executed and delivered by
Seller in connection herewith) and to perform all transactions of Seller
contemplated by this Agreement (and all agreements and documents executed
and delivered by Seller in connection herewith). Seller has duly
authorized the execution, delivery and performance of this Agreement (and
all agreements and documents executed and delivered by Seller in
connection herewith), and has duly executed and delivered this Agreement
(and all agreements and documents executed and delivered by Seller in
connection herewith). This Agreement (and each agreement and document
executed and delivered by Seller in connection herewith), assuming due
authorization, execution and delivery thereof by each other party thereto,
constitutes the legal, valid and binding obligation of Seller enforceable
in accordance with its terms, except as such enforcement may be limited by
bankruptcy, fraudulent transfer, insolvency, reorganization, receivership,
moratorium or other laws relating to or affecting the rights of creditors
generally, by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law) and by
considerations of public policy.
(iii) Neither the execution, delivery and performance of this
Agreement, nor the fulfillment of or compliance with the terms and
conditions of this Agreement by Seller, will (A) conflict with or result
in a breach of any of the terms, conditions or provisions of Seller's
articles or certificate of incorporation and bylaws or similar type
organizational documents, as applicable; (B) conflict with, result in a
breach of, or constitute a default or result in an acceleration under, any
agreement or instrument to which Seller is now a party or by which it (or
any of its properties) is bound if compliance therewith is necessary (1)
to ensure the enforceability of this Agreement or (2) for Seller to
perform its duties and obligations under this Agreement (or any agreement
or document executed and delivered by Seller in connection herewith); (C)
conflict with or result in a breach of any legal restriction if compliance
therewith is necessary (1) to ensure the enforceability of this Agreement
or (2) for Seller to perform its duties and obligations under this
Agreement (or any agreement or document executed and delivered by Seller
in connection herewith); (D) result in the violation of any law, rule,
regulation, order, judgment or decree to which Seller or its property is
subject if compliance therewith is necessary (1) to ensure the
enforceability of this Agreement or (2) for Seller to perform its duties
and obligations under this Agreement (or any agreement or document
executed and delivered by Seller in connection herewith); or (E) result in
the creation or imposition of any lien, charge or encumbrance that would
have a material adverse effect upon Seller's ability to perform its duties
and obligations under this Agreement (or any agreement or document
executed and delivered by Seller in connection herewith), or materially
impair the ability of Depositor to realize on the Mortgage Loans.
(iv) Seller is solvent and the sale of the Mortgage Loans (1) will
not cause Seller to become insolvent and (2) is not intended by Seller to
hinder, delay or defraud any of its present or future creditors. After
giving effect to its transfer of the Mortgage Loans, as provided herein,
the value of Seller's assets, either taken at their present fair saleable
value or at fair valuation, will exceed the amount of Seller's debts and
obligations, including contingent and unliquidated debts and obligations
of Seller, and Seller will not be left with unreasonably small assets or
capital with which to engage in and conduct its business. Seller does not
intend to, and does not believe that it will, incur debts or obligations
beyond its ability to pay such debts and obligations as they mature. No
proceedings looking toward liquidation, dissolution or bankruptcy of
Seller are pending or contemplated.
(v) No consent, approval, authorization or order of, or registration
or filing with, or notice to, any court or governmental agency or body
having jurisdiction or regulatory authority over Seller is required for
(A) Seller's execution, delivery and performance of this Agreement (or any
agreement or document executed and delivered by Seller in connection
herewith), (B) Seller's transfer and assignment of the Mortgage Loans, or
(C) the consummation by Seller of the transactions contemplated by this
Agreement (or any agreement or document executed and delivered by Seller
in connection herewith) or, to the extent so required, such consent,
approval, authorization, order, registration, filing or notice has been
obtained, made or given (as applicable), except for the filing or
recording of assignments and other Mortgage Loan Documents contemplated by
the terms of this Agreement and except that Seller may not be duly
qualified to transact business as a foreign corporation or licensed in one
or more states if such qualification or licensing is not necessary to
ensure the enforceability of this Agreement (or any agreement or document
executed and delivered by Seller in connection herewith).
(vi) In connection with its sale of the Mortgage Loans, Seller is
receiving new value. The consideration received by Seller upon the sale of
the Mortgage Loans constitutes at least fair consideration and reasonably
equivalent value for the Mortgage Loans.
(vii) Seller does not believe, nor does it have any reason or cause
to believe, that it cannot perform each and every covenant of Seller
contained in this Agreement (or any agreement or document executed and
delivered by Seller in connection herewith).
(viii) There are no actions, suits or proceedings pending or, to
Seller's knowledge, threatened in writing against Seller which are
reasonably likely to draw into question the validity of this Agreement (or
any agreement or document executed and delivered by Seller in connection
herewith) or which, either in any one instance or in the aggregate, are
reasonably likely to materially impair the ability of Seller to perform
its duties and obligations under this Agreement (or any agreement or
document executed and delivered by Seller in connection herewith).
(ix) Seller's performance of its duties and obligations under this
Agreement (and each agreement or document executed and delivered by Seller
in connection herewith) is in the ordinary course of business of Seller
and Seller's transfer, assignment and conveyance of the Mortgage Loans
pursuant to this Agreement are not subject to the bulk transfer or similar
statutory provisions in effect in any applicable jurisdiction. The
Mortgage Loans do not constitute all or substantially all of Seller's
assets.
(x) Seller has not dealt with any Person that may be entitled, by
reason of any act or omission of Seller, to any commission or compensation
in connection with the sale of the Mortgage Loans to Depositor hereunder
except for (A) the reimbursement of expenses as described herein or
otherwise in connection with the transactions described in Section 2
hereof and (B) the commissions or compensation owed to the Underwriters or
the Initial Purchaser.
(xi) Seller is not in default or breach of any agreement or
instrument to which Seller is now a party or by which it (or any of its
properties) is bound which breach or default would materially and
adversely affect the ability of Seller to perform its obligations under
this Agreement.
(xii) The representations and warranties contained in Exhibit A
hereto, subject to the exceptions to such representations and warranties
set forth on Schedule V hereto, are true and correct in all material
respects as of the date hereof with respect to the Mortgage Loans
identified on Schedule II.
(b) Seller hereby agrees that it shall be deemed to make, as of the
date of substitution, to and for the benefit of the Trustee as the holder of the
Mortgage Loan to be replaced, with respect to any replacement mortgage loan (a
"Replacement Mortgage Loan") that is substituted for a Mortgage Loan affected by
a Material Defect or a Material Breach, pursuant to Section 7 of this Agreement,
each of the representations and warranties set forth in Exhibit A hereto
(references therein to "Closing Date" being deemed to be references to the "date
of substitution" and references therein to "Cut-off Date" being deemed to be
references to the "most recent due date for the subject Replacement Mortgage
Loan on or before the date of substitution"). From and after the date of
substitution, each Replacement Mortgage Loan, if any, shall be deemed to
constitute a "Mortgage Loan" hereunder for all purposes.
Section 7. Obligations of Seller. Each of the representations and
warranties contained in or required to be made by Seller pursuant to Section 6
of this Agreement shall survive the sale of the Mortgage Loans and shall
continue in full force and effect, notwithstanding any restrictive or qualified
endorsement on the Notes and notwithstanding subsequent termination of this
Agreement or the Pooling and Servicing Agreement. The representations and
warranties contained in or required to be made by Seller pursuant to Section 6
of this Agreement shall not be impaired by any review or examination of the
Mortgage Files or other documents evidencing or relating to the Mortgage Loans
or any failure on the part of Depositor to review or examine such documents and
shall inure to the benefit of the initial transferee of the Mortgage Loans from
Depositor including, without limitation, the Trustee for the benefit of the
Holders of the Certificates, notwithstanding (1) any restrictive or qualified
endorsement on any Note, assignment of Mortgage or reassignment of Assignment of
Leases or (2) any termination of this Agreement prior to the Closing, but shall
not inure to the benefit of any subsequent transferee thereafter.
If Seller receives notice of a breach of any of the representations
or warranties made by Seller with respect to the Mortgage Loans (subject to the
exceptions to such representations and warranties set forth in the Exception
Report), as of the date hereof in Section 6(a)(xii) or as of the Closing Date
pursuant to Section 4(b)(iii) or, in the case of any Replacement Mortgage Loan,
as of the date of substitution pursuant to Section 6(b) (in any such case, a
"Breach"), or receives notice that (a) any document required to be included in
the Mortgage File related to any Mortgage Loan is not in the Trustee's (or its
designee's) possession within the time period required herein or (b) such
document has not been properly executed or is otherwise defective on its face
(clause (a) and clause (b) each, a "Defect" (which term shall include the
"Defects" detailed in the immediately following paragraph) in the related
Mortgage File), and if such Breach or Defect, as the case may be, materially and
adversely affects, or is deemed hereby to materially and adversely affect, the
value of any Mortgage Loan or any successor REO Loan with respect thereto or the
interests of the Holders of any Class of Certificates (in which case such Breach
or Defect shall be a "Material Breach" or a "Material Defect," as applicable),
then Seller shall, upon written request of Depositor, the Trustee, the
applicable Master Servicer or the applicable Special Servicer, not later than 90
days after the receipt by Seller of such written request (subject to the second
succeeding paragraph, the "Initial Resolution Period"): (i) cure such Breach or
Defect in all material respects; (ii) repurchase the affected Mortgage Loan at
the applicable Purchase Price (as defined in the Pooling and Servicing
Agreement); or (iii) substitute, in accordance with the Pooling and Servicing
Agreement, one or more Qualified Substitute Mortgage Loans (as defined in the
Pooling and Servicing Agreement) for such affected Mortgage Loan (provided that
in no event shall any substitution occur later than the second anniversary of
the Closing Date) and pay the applicable Master Servicer for deposit into the
applicable Collection Account any Substitution Shortfall Amount (as defined in
the Pooling and Servicing Agreement) in connection therewith; provided, however,
that if (i) such Material Breach or Material Defect is capable of being cured
but not within the Initial Resolution Period, (ii) such Material Breach or
Material Defect does not cause the related Mortgage Loan not to be a "qualified
mortgage" (within the meaning of Section 860G(a)(3) of the Code), (iii) Seller
has commenced and is diligently proceeding with the cure of such Material Breach
or Material Defect within the Initial Resolution Period and (iv) Seller has
delivered to the Rating Agencies, the applicable Master Servicer, the applicable
Special Servicer and the Trustee an Officer's Certificate that describes the
reasons that the cure was not effected within the Initial Resolution Period and
the actions that it proposes to take to effect the cure and that states that it
anticipates the cure will be effected within the additional 90-day period, then
Seller shall have an additional 90 days to cure such Material Defect or Material
Breach. If any Breach pertains to a representation or warranty that the related
Mortgage Loan Documents or any particular Mortgage Loan Document requires the
related Borrower to bear the costs and expenses associated with any particular
action or matter under such Mortgage Loan Document(s), then Seller shall cure
such Breach within the Initial Resolution Period by reimbursing the Trust Fund
(by wire transfer of immediately available funds) the reasonable amount of any
such costs and expenses incurred by the applicable Master Servicer, the
applicable Special Servicer, the Trustee or the Trust Fund that are the basis of
such Breach and have not been reimbursed by the related Borrower; provided,
however, that in the event any such costs and expenses exceed $10,000, Seller
shall have the option to either repurchase the related Mortgage Loan at the
applicable Purchase Price or pay such costs and expenses. Except as provided in
the proviso to the immediately preceding sentence, Seller shall remit the amount
of such costs and expenses and upon its making such remittance, Seller shall be
deemed to have cured such Breach in all respects. With respect to any repurchase
of a Mortgage Loan hereunder or any substitution of one or more Qualified
Substitute Mortgage Loans for a Mortgage Loan hereunder, (A) no such
substitution may be made in any calendar month after the Determination Date for
such month; (B) scheduled payments of principal and interest due with respect to
the Qualified Substitute Mortgage Loan(s) after the month of substitution, and
scheduled payments of principal and interest due with respect to each Mortgage
Loan being repurchased or replaced after the related Cut-off Date and received
by the applicable Master Servicer or the applicable Special Servicer on behalf
of the Trust on or prior to the related date of repurchase or substitution,
shall be part of the Trust Fund; and (C) scheduled payments of principal and
interest due with respect to such Qualified Substitute Mortgage Loan(s) during
or prior to the month of substitution, and scheduled payments of principal and
interest due with respect to each Mortgage Loan being repurchased or replaced
and received by the applicable Master Servicer or the applicable Special
Servicer on behalf of the Trust after the related date of repurchase or
substitution, shall not be part of the Trust Fund, and Seller (or, if
applicable, any person effecting the related repurchase or substitution in the
place of Seller) shall be entitled to receive such payments promptly following
receipt by the applicable Master Servicer or the applicable Special Servicer, as
applicable, under the Pooling and Servicing Agreement.
Any of the following will cause a document in the Mortgage File to
be deemed to have a "Material Defect": (a) the absence from the Mortgage File of
the original signed Note, unless the Mortgage File contains a signed lost note
affidavit and indemnity; (b) the absence from the Mortgage File of the original
signed Mortgage, unless there is included in the Mortgage File a certified copy
of the Mortgage as recorded or as sent for recordation, together with a
certificate stating that the original signed Mortgage was sent for recordation,
or a copy of the Mortgage and the related recording information; (c) the absence
from the Mortgage File of the item called for by clause (ix) of the last
sentence of the first paragraph of Section 3 hereof; (d) the absence from the
Mortgage File of any intervening assignments required to create an effective
assignment to the Trustee on behalf of the Trust, unless there is included in
the Mortgage File a certified copy of the intervening assignment as recorded or
as sent for recordation, together with a certificate stating that the original
intervening assignment was sent for recordation, or a copy of the intervening
assignment and the related recording information; or (e) the absence from the
Servicer File of any required original letter of credit, provided that such
Defect may be cured by any substitute letter of credit or cash reserve on behalf
of the related Borrower; or (f) the absence from the Mortgage File of the
original or a copy of any required ground lease. In addition, Seller shall cure
any Defect described in clause (b), (c), (e) or (f) of the immediately preceding
sentence as required in Section 2.02(b) of the Pooling and Servicing Agreement.
Notwithstanding anything herein to the contrary, the failure to include a
document checklist in a Mortgage File shall in no event constitute a Material
Defect.
Any Defect or Breach which causes any Mortgage Loan not to be a
"qualified mortgage" (within the meaning of Section 860G(a)(3) of the Code)
shall be deemed a "Material Defect" or "Material Breach," as applicable, and the
Initial Resolution Period for the affected Mortgage Loan shall be 90 days
following the earlier of Seller's receipt of notice pursuant to this Section 7
or its discovery of such Defect or Breach (which period shall not be subject to
extension).
If Seller does not, as required by this Section 7, correct or cure a
Material Breach or a Material Defect in all material respects within the
applicable Initial Resolution Period (as extended pursuant to this Section 7),
or if such Material Breach or Material Defect is not capable of being so
corrected or cured within such period, then Seller shall repurchase or
substitute for the affected Mortgage Loan as provided in this Section 7. If (i)
any Mortgage Loan is required to be repurchased or substituted for as provided
above, (ii) such Mortgage Loan is a Crossed Mortgage Loan that is a part of a
Mortgage Group (as defined below) and (iii) the applicable Breach or Defect does
not constitute a Breach or Defect, as the case may be, as to any other Crossed
Mortgage Loan in such Mortgage Group (without regard to this paragraph), then
the applicable Breach or Defect, as the case may be, will be deemed to
constitute a Breach or Defect, as the case may be, as to any other Crossed
Mortgage Loan in the Mortgage Group for purposes of the above provisions, and
Seller will be required to repurchase or substitute for such other Crossed
Mortgage Loan(s) in the related Mortgage Group in accordance with the provisions
of this Section 7 unless such other Crossed Mortgage Loans satisfy the Crossed
Mortgage Loan Repurchase Criteria (as defined in the Pooling and Servicing
Agreement) and Seller can satisfy all other criteria for substitution or
repurchase of the affected Mortgage Loan(s) set forth in the Pooling and
Servicing Agreement. In the event that one or more of such other Crossed
Mortgage Loans satisfy the Crossed Mortgage Loan Repurchase Criteria, Seller may
elect either to repurchase or substitute for only the affected Crossed Mortgage
Loan as to which the related Breach or Defect exists or to repurchase or
substitute for all of the Crossed Mortgage Loans in the related Mortgage Group.
Seller shall be responsible for the cost of any Appraisal required to be
obtained by the applicable Master Servicer to determine if the Crossed Mortgage
Loan Repurchase Criteria have been satisfied, so long as the scope and cost of
such Appraisal has been approved by Seller (such approval not to be unreasonably
withheld). For purposes of this paragraph, a "Mortgage Group" is any group of
Mortgage Loans identified as a Mortgage Group on Schedule III to this Agreement.
Notwithstanding the foregoing, if there is a Material Breach or
Material Defect with respect to one or more Mortgaged Properties (but not all of
the Mortgaged Properties) with respect to a Mortgage Loan, Seller will not be
obligated to repurchase or substitute for the Mortgage Loan if the affected
Mortgaged Property may be released pursuant to the terms of any partial release
provisions in the related Mortgage Loan Documents and the remaining Mortgaged
Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan
Documents and (i) Seller provides an opinion of counsel to the effect that such
partial release would not cause an Adverse REMIC Event (as defined in the
Pooling and Servicing Agreement) to occur, (ii) Seller pays (or causes to be
paid) the applicable release price required under the Mortgage Loan Documents
and, to the extent not reimbursable out of the release price pursuant to the
related Mortgage Loan Documents, any additional amounts necessary to cover all
reasonable out-of-pocket expenses reasonably incurred by the applicable Master
Servicer, the applicable Special Servicer, the Trustee or the Trust Fund in
connection therewith, including any unreimbursed advances and interest thereon
made with respect to the Mortgaged Property that is being released and (iii)
such cure by release of such Mortgaged Property is effected within the time
periods specified for cure of a Material Breach or Material Defect in this
Section 7.
The Purchase Price or Substitution Shortfall Amount for any
repurchased or substituted Mortgage Loan shall be payable to Depositor or,
subsequent to the assignment of the Mortgage Loans to the Trustee, the Trustee
as its assignee, by wire transfer of immediately available funds to the account
designated by Depositor or the Trustee, as the case may be, and Depositor or the
Trustee, as the case may be, upon receipt of such funds (and, in the case of a
substitution, receipt of the Mortgage File(s) for the related Qualified
Substitute Mortgage Loans(s)), shall promptly release the related Mortgage File
and Servicer File or cause them to be released, to Seller and shall execute and
deliver such instruments of transfer or assignment as shall be necessary to vest
in Seller the legal and beneficial ownership of such Mortgage Loan (including
any property acquired in respect thereof or proceeds of any insurance policy
with respect thereto) and the related Mortgage Loan Documents.
It is understood and agreed that the obligations of Seller set forth
in this Section 7 constitute the sole remedies available to Depositor and its
successors and assigns against Seller respecting any Breach or Defect affecting
a Mortgage Loan.
Section 8. Crossed Mortgage Loans. With respect to any Crossed
Mortgage Loan conveyed hereunder, to the extent that Seller repurchases or
substitutes for an affected Crossed Mortgage Loan in the manner prescribed above
while the Trustee continues to hold any related Crossed Mortgage Loans, Seller
and Depositor (on behalf of its successors and assigns) agree to modify upon
such repurchase or substitution, the related Mortgage Loan Documents in a manner
such that such affected Crossed Mortgage Loan repurchased or substituted by
Seller, on the one hand, and any related Crossed Mortgage Loans still held by
the Trustee, on the other, would no longer be cross-defaulted or
cross-collateralized with one another; provided that Seller shall have furnished
the Trustee, at Seller's expense, with an Opinion of Counsel that such
modification shall not cause an Adverse REMIC Event; and provided, further, that
if such Opinion of Counsel cannot be furnished, Seller and Depositor hereby
agree that such repurchase or substitution of only the affected Crossed Mortgage
Loans, notwithstanding anything to the contrary herein, shall not be permitted.
Any reserve or other cash collateral or letters of credit securing the subject
Crossed Mortgage Loans shall be allocated between such Mortgage Loans in
accordance with the Mortgage Loan Documents. All other terms of the Mortgage
Loans shall remain in full force and effect, without any modification thereof.
Section 9. Rating Agency Fees; Costs and Expenses Associated with a
Defeasance. Seller shall pay all Rating Agency fees associated with an
assumption of a Mortgage Loan to the extent such fees have not been paid by the
related Borrower and such Borrower is not required to pay them under the terms
of the related Mortgage Loan Documents in effect on or before the Closing Date,
the payment of which fees shall constitute the sole remedy of any breach by
Seller of the parenthetical in representation (xxviii)(1) set forth on Exhibit A
hereto. Seller shall pay all reasonable costs and expenses associated with a
defeasance of a Mortgage Loan to the extent such costs and expenses have not
been paid by the related Borrower and such Borrower is not required to pay them
under the terms of the related Mortgage Loan Documents in effect on or before
the Closing Date, the payment of which fees shall constitute the sole remedy of
any breach by Seller of representation (liii)(F) set forth on Exhibit A hereto.
Section 10. Representations and Warranties of Depositor. Depositor
hereby represents and warrants to Seller as of the date hereof, as follows:
(a) Depositor is duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with full
corporate power and authority to own its assets and conduct its business as it
is conducted, and is duly qualified as a foreign corporation in good standing in
all jurisdictions in which the ownership or lease of its property or the conduct
of its business requires such qualification (except where the failure to qualify
would not have a materially adverse effect on the consummation of any
transactions contemplated by this Agreement).
(b) The execution and delivery by Depositor of this Agreement and
the performance of Depositor's obligations hereunder are within the corporate
power of Depositor and have been duly authorized by Depositor and neither the
execution and delivery by Depositor of this Agreement nor the compliance by
Depositor with the provisions hereof, nor the consummation by Depositor of the
transactions contemplated by this Agreement, will (i) conflict with or result in
a breach of, or constitute a default under, the certificate of incorporation or
by-laws of Depositor or, after giving effect to the consents or taking of the
actions contemplated by clause (ii) of this paragraph (b), any of the provisions
of any law, governmental rule, regulation, judgment, decree or order binding on
Depositor or its properties, or any of the provisions of any material indenture
or mortgage or any other material contract or other instrument to which
Depositor is a party or by which it is bound or result in the creation or
imposition of any lien, charge or encumbrance upon any of its properties
pursuant to the terms of any such indenture, mortgage, contract or other
instrument or (ii) require any consent of, notice to, or filing with any person,
entity or governmental body, which has not been obtained or made by Depositor,
except where, in any of the instances contemplated by clause (i) above or this
clause (ii), the failure to do so will not have a material and adverse effect on
the consummation of any transactions contemplated by this Agreement.
(c) This Agreement has been duly executed and delivered by Depositor
and this Agreement constitutes a legal, valid and binding instrument,
enforceable against Depositor in accordance with its terms, subject, as to the
enforcement of remedies, to applicable bankruptcy, reorganization, insolvency,
moratorium and other laws affecting the rights of creditors generally and to
general principles of equity and the discretion of the court (regardless of
whether enforcement of such remedies is considered in a proceeding in equity or
at law) and, as to rights of indemnification hereunder, subject to limitations
of public policy under applicable securities laws.
(d) There is no litigation, charge, investigation, action, suit or
proceeding by or before any court, regulatory authority or governmental agency
or body pending or, to the knowledge of Depositor, threatened against Depositor
the outcome of which could be reasonably expected to materially and adversely
affect the consummation of any transactions contemplated by this Agreement.
Section 11. Survival of Certain Representations, Warranties and
Covenants. The respective representations and warranties set forth in or made
pursuant to this Agreement, and the respective obligations of the parties hereto
under Sections 7 and 13 of this Agreement, will remain in full force and effect,
regardless of any investigation or statement as to the result thereof made by or
on behalf of any party and will survive payment for the various transfers
referred to herein and delivery of the Certificates or termination of this
Agreement.
Section 12. Transaction Expenses. In connection with the Closing
(and unless otherwise expressly provided herein, including, without limitation,
in Section 13 of this Agreement), Seller shall be responsible for the fees and
expenses of its own counsel, and Depositor and Seller agree to pay the other
transaction expenses incurred in connection with the transactions herein
contemplated as set forth in the Closing Statement (or, if not covered thereby,
shall be paid by the party incurring the subject expense).
Section 13. Recording Costs and Expenses. Seller agrees to reimburse
the Trustee or its designee all recording and filing fees and expenses incurred
by the Trustee or its designee in connection with the recording or filing of the
Mortgage Loan Documents listed in Section 3 of this Agreement, including
Assignments. In the event Seller elects to engage a third-party contractor to
prepare, complete, file and record Assignments with respect to Mortgage Loans as
provided in Section 3 of this Agreement, Seller shall contract directly with
such contractor and shall be responsible for such contractor's compensation and
reimbursement of recording and filing fees and other reimbursable expenses
pursuant to their agreement.
Section 14. Notices. All demands, notices and communications
hereunder shall be in writing and effective only upon receipt, and, (a) if sent
to Depositor, will be mailed, delivered or telecopied and confirmed to it at
Credit Suisse First Boston Mortgage Securities Corp., 00 Xxxxxxx Xxxxxx, 0xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxxxx, Telecopy No.: (212)
743-4756 (with a copy to Xxxxx XxXxxxxxxx, Esq., Legal & Compliance Department,
Telecopy No.: (000) 000-0000), or such other address or telecopy number as may
be designated by Depositor to Seller in writing, or (b) if sent to Seller, will
be mailed, delivered or telecopied and confirmed to it at 0000 Xxxxxxxxx Xxxx,
X.X., Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, Attention: Xxxxxx Xxxxxx, Telecopy
No.: (000) 000-0000, or such other address or telecopy number as may be
designated by Seller to Depositor in writing.
Section 15. Examination of Mortgage Files. Upon reasonable notice,
Seller, prior to the Closing Date, will make the Mortgage Files available to
Depositor or its agent for examination during normal business hours at Seller's
offices or such other location as shall otherwise be agreed upon by Depositor
and Seller. The fact that Depositor or its agent has conducted or has failed to
conduct any partial or complete examination of the Mortgage Files shall not
affect the rights of Depositor or the Trustee (for the benefit of the
Certificateholders) to demand cure, repurchase, or other relief as provided
herein.
Section 16. Successors. This Agreement shall inure to the benefit of
and shall be binding upon Seller and Depositor and their respective successors,
permitted assigns and legal representatives, and nothing expressed in this
Agreement is intended or shall be construed to give any other Person any legal
or equitable right, remedy or claim under or in respect of this Agreement, or
any provisions herein contained, this Agreement and all conditions and
provisions hereof being intended to be and being for the sole and exclusive
benefit of such Persons and for the benefit of no other Person; it being
understood that (a) the indemnities of Seller contained in that certain
Indemnification Agreement dated October 27, 2004, among Seller, Depositor, the
Initial Purchaser and the Underwriters, relating to, among other things,
information regarding the Mortgage Loans in the Prospectus Supplement and the
Offering Circular, subject to all limitations therein contained, shall also be
for the benefit of the officers and directors of Depositor, the Underwriters and
the Initial Purchaser and any person or persons who control Depositor, the
Underwriters and the Initial Purchaser within the meaning of Section 15 of the
Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended,
and (b) the rights of Depositor pursuant to this Agreement, subject to all
limitations herein contained, including those set forth in Section 7 of this
Agreement, may be assigned to the Trustee, for benefit of the
Certificateholders, as may be required to effect the purposes of the Pooling and
Servicing Agreement and, upon such assignment, the Trustee shall succeed to such
rights of Depositor hereunder; provided that the Trustee shall have no right to
further assign such rights to any other Person. No owner of a Certificate issued
pursuant to the Pooling and Servicing Agreement shall be deemed a successor or
permitted assign because of such ownership.
Section 17. Governing Law. THIS AGREEMENT SHALL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS TO BE MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE WITHOUT GIVING
EFFECT TO CHOICE OF LAW PRINCIPLES. TO THE FULLEST EXTENT PERMITTED UNDER
APPLICABLE LAW, SELLER AND DEPOSITOR EACH HEREBY IRREVOCABLY (I) SUBMITS TO THE
JURISDICTION OF ANY NEW YORK STATE AND FEDERAL COURTS SITTING IN NEW YORK CITY
WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT; (II)
AGREES THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION OR PROCEEDING MAY BE HEARD
AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS; (III) WAIVES, TO THE
FULLEST POSSIBLE EXTENT, THE DEFENSE OF AN INCONVENIENT FORUM; AND (IV) AGREES
THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW.
Section 18. Severability. If any provision of this Agreement shall
be prohibited or invalid under applicable law, this Agreement shall be
ineffective only to such extent, without invalidating the remainder of this
Agreement.
Section 19. Further Assurances. Depositor and Seller agree to
execute and deliver such instruments and take such actions as the other party
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement.
Section 20. Counterparts. This Agreement may be executed in
counterparts (and by each of the parties hereto on different counterparts), each
of which when so executed and delivered will be an original, and all of which
together will be deemed to constitute but one and the same instrument.
Section 21. Treatment as Security Agreement. It is the express
intent of the parties hereto that the conveyance of the Mortgage Loans by Seller
to Depositor as provided in this Agreement be, and be construed as, a sale of
the Mortgage Loans by Seller to Depositor. It is, further, not the intention of
the parties that such conveyance be deemed a pledge of the Mortgage Loans by
Seller to Depositor to secure a debt or other obligation of Seller. However, in
the event that, notwithstanding the intent of the parties, the Mortgage Loans
are held to be property of Seller or if for any reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans:
(a) this Agreement shall hereby create a security agreement within
the meaning of Articles 8 and 9 of the Uniform Commercial Code in effect in the
applicable state;
(b) the conveyance provided for in this Agreement shall hereby grant
from Seller to Depositor a security interest in and to all of Seller's right,
title, and interest, whether now owned or hereafter acquired, in and to:
(i) all accounts, contract rights (including any guarantees),
general intangibles, chattel paper, instruments, documents, money, deposit
accounts, certificates of deposit, goods, letters of credit, advices of
credit and investment property consisting of, arising from or relating to
any of the property described in the Mortgage Loans, including the related
Notes, Mortgages and title, hazard and other insurance policies,
identified on the Mortgage Loan Schedule or that constitute Replacement
Mortgage Loans, and all distributions with respect thereto payable after
the Cut-off Date;
(ii) all accounts, contract rights, general intangibles, chattel
paper, instruments, documents, money, deposit accounts, certificates of
deposit, goods, letters of credit, advices of credit and investment
property arising from or by virtue of the disposition of, or collections
with respect to, or insurance proceeds payable with respect to, or claims
against other persons with respect to, all or any part of the collateral
described in clause (i) above (including any accrued discount realized on
liquidation of any investment purchased at a discount), in each case,
payable after the Cut-off Date; and
(iii) all cash and non-cash proceeds of the collateral described in
clauses (i) and (ii) above payable after the Cut-off Date;
(c) the possession by Depositor or its assignee of the Notes and
such other goods, letters of credit, advices of credit, instruments, money,
documents, chattel paper or certificated securities shall be deemed to be
possession by the secured party or possession by a purchaser or a person
designated by him or her, for purposes of perfecting the security interest
pursuant to the Uniform Commercial Code (including, without limitation, Sections
9-306, 9-313 and 9-314 thereof) as in force in the relevant jurisdiction;
(d) notifications to persons holding such property, and
acknowledgments, receipts, confirmations from persons holding such property,
shall be deemed to be notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents of, or persons
holding for (as applicable), Depositor or its assignee for the purpose of
perfecting such security interest under applicable law; and
(e) Seller at the direction of Depositor or its assignee, shall, to
the extent consistent with this Agreement, take such actions as may be necessary
to ensure that, if this Agreement were deemed to create a security interest in
the Mortgage Loans and the proceeds thereof, such security interest would be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement. In connection
herewith, Depositor and its assignee shall have all of the rights and remedies
of a secured party and creditor under the Uniform Commercial Code as in force in
the relevant jurisdiction and may prepare and file such UCC Financing Statements
as may be necessary or appropriate to accomplish the foregoing.
Section 22. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation following the Closing
Date in all appropriate public offices for real property records in all the
counties or other comparable jurisdictions in which any or all of the properties
subject to the Mortgages are situated, and in any other appropriate public
recording office or elsewhere, such recordation to be effected by Seller at
Seller's expense at the direction of Depositor accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of Depositor.
* * *
IN WITNESS WHEREOF, the parties hereto have caused this Mortgage
Loan Purchase Agreement to be duly executed and delivered as of the date first
above written.
COLUMN FINANCIAL, INC.,
as Seller
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP.,
as Depositor
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
SCHEDULE I
SCHEDULE OF TRANSACTION TERMS
This Schedule of Transaction Terms is appended to and incorporated
by reference in the Mortgage Loan Purchase Agreement (the "Agreement"), dated as
of November 1, 2004, between Column Financial, Inc. and Credit Suisse First
Boston Mortgage Securities Corp. Capitalized terms used herein without
definition have the meanings given them in or by reference in the Agreement or,
if not defined in the Agreement, in the Pooling and Servicing Agreement.
"Affiliate" means with respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person.
"Assignments" shall have the meaning given such term in Section 3 of
this Agreement.
"Borrower" means the borrower under a Mortgage Loan.
"Breach" shall have the meaning given such term in Section 7 of this
Agreement.
"CBA Mortgage Loan" means any Mortgage Loan that constitutes a "CBA
A Loan" under the Pooling and Servicing Agreement.
"Certificate Purchase Agreement" means the Certificate Purchase
Agreement, dated October 27, 2004, between Depositor and the Initial Purchaser.
"Certificates" means the Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2004-C4.
"Closing" shall have the meaning given that term in Section 2 of
this Agreement.
"Closing Date" means November 10, 2004.
"Closing Statement" means the closing statement dated as of the
Closing Date and signed by, among others, the parties to this Agreement.
"Code" means the Internal Revenue Code of 1986, as amended.
"Crossed Mortgage Loan" means any Mortgage Loan which is
cross-defaulted and cross-collateralized with any other Mortgage Loan.
"Cut-off Date" means, individually and collectively, the applicable
Due Dates for the respective Mortgage Loans occurring in November 2004.
"Defect" shall have the meaning given such term in Section 7 of this
Agreement.
"Depositor" shall have the meaning given such term in the first
sentence of this Agreement.
"Environmental Report" means the environmental audit report with
respect to each Mortgaged Property delivered to Seller in connection with the
related Mortgage, if any.
"Exception Report" means the exceptions with respect to the
representations and warranties made by Seller as to the Mortgage Loans in
Section 6(a)(xii) and under the written certificate described in Section
4(b)(iii) of this Agreement, which exceptions are set forth in Schedule V
attached hereto and made a part hereof.
"Initial Purchaser" means Credit Suisse First Boston LLC.
"Initial Resolution Period" shall have the meaning given such term
in Section 7 of this Agreement.
"Loan Agreement" means, with respect to any Mortgage Loan, the loan
agreement, if any, between the related Mortgage Loan Originator and the related
Borrower, pursuant to which such Mortgage Loan was made.
"Material Breach" shall have the meaning given such term in Section
7 of this Agreement.
"Material Defect" shall have the meaning given such term in Section
7 of this Agreement.
"Mortgage File" means, collectively, the documents and instruments
pertaining to a Mortgage Loan required to be included in the related Mortgage
File pursuant to Section 3 of this Agreement (subject to the first proviso in
Section 1 of this Agreement).
"Mortgage Group" shall have the meaning given such term in Section 7
of this Agreement.
"Mortgage Loan" and "Mortgage Loans" shall have the respective
meanings given such terms in Recital II of this Agreement.
"Mortgage Loan Documents" means, collectively, the documents and
instruments pertaining to a Mortgage Loan to be included in either the related
Mortgage File or the related Servicer File.
"Mortgage Loan Originator" means any institution which originated a
Mortgage Loan for a related Borrower.
"Mortgage Loan Purchase Price" means the amount described in Section
2 of this Agreement.
"Mortgage Loan Schedule" shall have the meaning given such term in
Recital II of this Agreement.
"Offering Circular" means the confidential offering circular dated
October 27, 2004, describing certain classes of the Private Certificates.
"Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement creating the Trust Fund and the interests therein, dated as of
November 1, 2004, among Depositor, the Master Servicers, the Special Servicers
and the Trustee, including, without limitation, the exhibits and schedules
annexed thereto.
"Primary Collateral" means with respect to any Crossed Mortgage
Loan, that portion of the Mortgaged Property designated as directly securing
such Crossed Mortgage Loan and excluding any Mortgaged Property as to which the
related lien may only be foreclosed upon by exercise of the
cross-collateralization provisions of such Crossed Mortgage Loan.
"Private Certificates" means the Certificates that are not Publicly
Offered Certificates.
"Prospectus" means the Prospectus dated October 18, 2004, that is a
part of Depositor's registration statement on Form S-3 (File No. 333-116258).
"Prospectus Supplement" means the Prospectus Supplement, dated
October 27, 2004, relating to the Publicly Offered Certificates.
"Publicly Offered Certificates" means the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-6, Class A-1-A, Class A-J, Class B and
Class C Certificates.
"Seller" shall have the meaning given such term in the first
sentence of this Agreement.
"Servicer File" means, collectively, all documents, records and
copies pertaining to a Mortgage Loan which are required to be included in the
related Servicer File pursuant to Section 3 (subject to the first proviso in
Section 1).
"Trust Fund" shall have the meaning given such term in Recital II of
this Agreement.
"Trustee" shall have the meaning given such term in Section 1 of
this Agreement.
"Underwriters" means Credit Suisse First Boston LLC, KeyBanc Capital
Markets, a division of McDonald Investments Inc. and Xxxxxxx, Sachs & Co.
"Underwriting Agreement" means the Underwriting Agreement, dated
October 27, 2004, between Depositor and the Underwriters.
SCHEDULE II
MORTGAGE LOAN SCHEDULE
# Crossed Sub Pool Property Name
1 0 Xxxxxxxxx Xxxxxx
2 1 0000 Xxx Xxxx Xxxxxx
3 1 Highland Hospitality Portfolio
3a 1 Hyatt Regency Savannah
3b 1 Hilton Garden Inn
3c 1 Portsmouth Renaissance Hotel
4 1 000 Xxxxxxx Xxxxxx
5 1 Village on the Parkway
6 1 The Shops at Legacy
7 2 Xxxxxxxx MHP Portfolio
7a 2 Wellington Estates
7b 2 Willow Point MHP
7c 2 Robbinwood Annex
7d 0 Xxxxxx Xxxxx Xxxxx
0x 0 Xxx Xxxxx MHP
7f 2 Hidden River South
7g 2 Robbinwood Villa
8 A 1 Village Square Shopping Center
9 A 0 Xxxxxxxx Xxxxx Shopping Center
10 1 Wayzata Xxxxxx
00 0 Xxxxxx Xxxx
00 0 Xxxxxxxxxx Xxxx & Country Shopping Center
14 B 2 Timberlake Apartments
00 X 0 Xxxxxxx Xxxxxx Xxxxxxxxxx
00 0 Xxxx Xxxx Retail
17 0 Xxxxxxxxx Xxxxx
00 0 Xxxxx Xxxx Apartments
00 0 Xxxxxxx Xxxxx Xxxxxxxxxx
00 0 University Towers Corporation
26 1 City Park Xxxxxx
00 0 Xxx Xxxxxx
00 0 X-Xxxxxx XXX Office Xxxxxxxx
00 0 Xxxxxx Xxxx Center
34 C 2 Xxxxxxxx Portfolio - NRM
35 C 2 Xxxxxxxx Portfolio - KMP1
36 C 2 Xxxxxxxx Portfolio - Kaymar
38 2 Timber Hollow Apartments
39 1 Delta Airlines Xxxxxxxx
00 0 Xxxxxxxxx Xxxxxxxxx
00 0 Xxxxxx Xxxx Shopping Center
00 0 Xxxxx Xxxxxxx Xxxxx
00 0 La Quinta Centre
00 0 Xxxxxxxx Xxxxx
00 0 Xxxxxx Xxxxxx
00 0 Xxxxxx Xxxxxx Xxxxxxx
58 1 Pine Ridge Retail Center
59 1 Xxxx Landing Shopping Center
62 1 Airport Plaza Shopping Center
65 2 Minnesota Lake MHC
66 2 Sparrow Run Townhomes
67 2 The Phoenix Apartments
71 1 Village Center Shopping Center
75 2 Timber Stone and Stone Tree MHP
76 2 New Haven Portfolio
76a 2 New Haven - Xxxxxxxxx
76b 2 New Haven - Chamberlain
76c 2 New Haven - Xxxxxx
76d 2 New Haven - Xxxxxxxxx
78 1 Xxxxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx
00 0 Xxx Xxxxxxx Apartments
80 2 0000-0000 Xxxxxxx Xxxxxx
83 2 Northridge Arms Apartments
84 1 Walnut RV Park
88 1 Lynchburg Crossing Shopping Center
89 1 000 Xxxxx Xxxxx Retail
91 1 University Medical Plaza
00 0 Xxxxx Xxx Xxxxxxxxxxxx Xxxxxxxx
00 0 Wendover Landing
96 1 Quail Village Retail
97 0 Xxxxxx Xxxxxxx Xxx
000 0 Xxxxxx Xxxxxxx
103 1 Securlock at Xxxxxxx
106 1 2020 Professional Center
109 1 Halsted Retail
110 2 Brighton Manor Apartments
111 1 Xxxx School Road Office Building
112 1 Xxxxxxxx Retail Xxxxxx
000 0 Xxxxx Xxxxxxxxx
000 0 Xxxxxxxxx Xxxxxx Self Storage
119 1 000 Xxxx 00xx Xx
121 2 Xxxxxxxx Apartments
125 1 Irving Park Retail
133 2 Timberland Apartments
138 2 Camelot Apartments
139 2 1014-18 Xxxxx Xxxxxxx Xxxxxx
000 0 Xxxxx Xxxx
146 2 St. Xxxxxxx Apartments
151 1 Bissonnet Plaza
152 2 Halcyon Apartments
153 1 Prestige Plaza Shopping Center
157 2 Country Haven Mobile Home Park
# Address
1 000 Xxxxx Xxxxxxx 00
0 0000-0000 Xxx Xxxx Avenue, Xxxxxxxxx
0
0x 0 Xxxx Xxx Xxxxxx
3b 1516 Xxxx Xxxxx
0x 000 Xxxxx Xxxxxx
4 000 Xxxxxxx Xxxxxx
5 5100 Belt Line Xxxx
0 0000 Xxxxxx Xxxx
7
7a 16031 Beech Xxxx Road
7b 43400 Xxxxxxxx Xxxxx
0x 00000 Xxxxx Xxxxxx
7d 000 Xxxx Xxxxxxx Xxxx
0x 5325 Croix Road (Co. Road 58)
7f 3251 Xxxxx Xxxxxx Xxxxxxx
0x 0000 Xxxxx Xxxx Xxxx
8 000 Xxxx Xxxx Xxxxxx
9 000 Xxxxx Xxxx Xxxx
10 000 Xxxxx Xxxx Xxxx
11 000 Xxxxxx Xxxx Xxxxx
12 0000-0000 Xxxxxxxxxx Xxxx
14 0000 00xx Xxxxxx Xxxxxx East
15 000 Xxxxxxxxx Xxxxxxx
16 000 Xxxxxxx Xxxxx
00 0000 Xxx Xxxxxxx Boulevard
22 2909 Sugar Xxxxx Xxxx
00 0000 Xxxxxxxx Xxxxxxxxx
25 000 Xxxx Xxxxxx
00 000 Xxxxxxx Xxxxx
00 00000 Von Xxxxxx Xxxxxx
00 000 Xxxxxxxxx Xxxx Xxxx
32 13001 Xxxxxxxx Xxxxxx Xxxxx
00 0000-0000 Xxxxxxx Place, 0000-0000 Xxxxxxxx Xxxxxx, 0000-0000 Xxxxxxxx Xxxxxx, 0000-0000 Xxxxxxxx Xxxxxx,
0000-0000 Xxxxxxxx Xxxxxxxxx and 0000-0000 Xxxxxxxxx Xxxx
35 0000 Xxxxxxx Xxxxxxx Xxxxxx; 3916 & 0000 Xxxxx Xxxxxx; 0000 Xxxxxxxx Xxxxxx; 0000 Xxxxxxx Xxxxxxx Xxxxxx;
0000-0000 Xxxxxx Xxxxxx; 0000-0000 Xxxxxxxx Xxxxxxxxx; 0000-0000 Xxxxxxxx Xxxxxx; 0000-0000 Xxxxxxxxxxx Xxxxxx; 0000-0000
Xxxxxxxx Xxxxxx
36 0000-0000 Xxxxxxx Xxxxxx and 0000 Xxxxxxx Xxxxxx
38 0000 Xxxx Xxxx
39 2901 Southwest 000xx Xxxxxx
00 00000 Xxxxx Xxxx
44 0000 Xxxx XXXX Xxxx 1
49 00-000 Xx Xxxxx
00 00-000 Xxxxxxx 111
53 1723 Xxxxxxxx Xxxx
56 0000 Xxx Xxxxx Xxxx
57 0000 Xxxxxx Xxxx
58 0000 Xxxx Xxxx Xxxx
59 4530 Fayetteville Xxxx
00 00000 Xxxxx Xxxx
65 0000 Xxxxxxxxx Xxxx
66 406, 418, 424, 448, and 000 Xxxxxx Xxxxx; 140, 148, 150, 184, 186, 201, 204, 208, 221, 227, and 000 Xxxxxxxx Xxxxx; 19,
21, 26, 28, 30, 32, 34, 35, 36, 37, 40, 42, 43, 45, 46, 47, 52, 54, 60, 62, 66, and 00 Xxxxx Xxxxx; 115, 117, 118, 119,
120, 121, 126, 128, 138, and 000 Xxxx Xxxxxx Xxxxx; 8, 9, 10, 11, 12, 14, 18, 25, 26, 30, 33, 35, 36, 40, 203, 205, and
000 Xxxx Xxxxxx Xxxxxx; 5, 22, 24, and 28 Gull Turn; 8, 29, 34, 35, 36, 42, and 00 Xxxxx Xxxxx; 5, 12, 14, and 47 Raven
Turn; and 9, 14, 16, 21, 23, 25, and 00 Xxxx Xxxxxx.
67 0000 Xxxxx Xxxxx Xxxxxx
71 1141 Pacific Highway North
75 0000 Xxxxxxxx Xxxxx & 0000 Xxxx Xxxx
76
76a 115-123 Xxxxxxxxx Xxxxxx
00x 00-00 Xxxxxxxxxxx Xxxxxx
00x 000-000 Xxxxxx Xxxxxx
00x 000-000 Xxxxxxxxx Xxxxxx
78 0000 Xxxx Xxxxxx Xxxxxx Xxxx
79 0000 Xxxxx Xxxxx
80 0000-0000 Xxxxxxx Xxxxxx
83 0000 Xxxxx Xxxxxx, 000 Xxxx Street and 0000 Xxxxxx Xxxxxx
84 19130 Xxxxxxxx Xxxxxx
00 0000 to 0000 Xxxxxxx 00 Xxxxx
89 000 Xxxxx Xxxxx Retail
91 9625 Kroger Park Drive
94 000 Xxxxxx Xxxxxx
95 0000 Xxxxxxx Xxxxx
96 0000 Xxxxx 000 Xxxx
97 000 Xxxxxx Xxxxx
101 000 Xxxx Xxx Xxxxxx, 000 Xxxx Xxxxxx Xxxxxx and 000 Xxxxx 0xx Xxxxxx
103 0000 Xxxxxxx Xxxx
106 2020 Northeast 000xx Xxxxxx
000 0000-0000 Xxxxx Xxxxxxx Xxxxxx
000 0000 Xxxx Xxxxx Industrial Xxxx
000 000 Xxxxx Xxxx School Road
112 0000 Xxxxxxxx Xxxxxxxxx
116 0000 Xxxxx Xxxxxxx
118 24011 and 00000 Xxxxxx Xxxxxxxxx
119 000 Xxxx 00xx Xxxxxx
121 0000-0000 Xxxxx Xxxxxx and 0000-0000 Xxxxxxxxx Xxxxxx
125 3620 Xxxx Xxxxxx Xxxx Xxxx
000 0000 Xxxx 0xx Xxxxxx
138 5241 Alamo Drive
139 1014, 1016 and 0000 Xxxxx Xxxxxxx Xxxxxx
145 000 Xxxx 00xx Xxxxxx
146 6340, 6341, 6395, 0000 Xx. Xxxxxxx Xxxxx
151 0000-0000 Xxxxxxxxx Xxxxxx
152 0000 0xx Xxxxxx Xxxxxxxxx
153 2000 Northwest Xxxxxxx 0
000 000 Xxxxxxxx Xxxx
# Xxxx Xxxxxx Xxxxx
1 East Brunswick Middlesex NJ
0 Xxxxxxxxxx Xxxxxxxx xx Xxxxxxxx XX
3
3a Savannah Chatham GA
3b Xxxxxxxxx Xxxx Arundel MD
0x Xxxxxxxxxx Xxxxxxxxxx Xxxx VA
4 New York New York NY
5 Addison Dallas TX
6 Plano Collin TX
7
7a Xxxxxx Xxxxx MI
7b Xxxxxxxx Township Macomb MI
7c Xxxxxx Xxxxx MI
7d Adrian Lenawee MI
7e Manvel Brazoria TX
7f Adrian Lenawee MI
7g Xxxxxx Xxxxx MI
0 Xxxx Xxxxxx Xxxx XX
0 Xxxx Xxxxxx Lake IL
10 Wayzata Hennepin MN
11 Hazleton Luzerne PA
12 National City San Diego CA
14 Sarasota Manatee FL
15 College Station Brazos TX
16 Lincolnshire Lake IL
17 San Leandro Alameda CA
00 Xxxxx Xxxx Xx. Xxxxxx IN
23 Flowood Xxxxxx MS
25 New Haven Xxx Xxxxx XX
00 Xxxxxxxxxxxx Xxxx XX
28 Irvine Orange CA
30 Nashville Davidson TN
32 Orlando Orange FL
34 Baltimore Baltimore City MD
00 Xxxxxxxxx Xxxxxxxxx Xxxx MD
00 Xxxxxxxxx Xxxxxxxxx Xxxx MD
38 Houston Xxxxxx TX
39 Miramar Broward FL
41 Addison Dallas TX
44 Xxxxxxx Xxxxxx TX
49 Palm Desert Riverside CA
00 Xx Xxxxxx Xxxxxxxxx XX
53 Opelousas Saint Xxxxxx LA
56 Raleigh Wake NC
57 Houston Xxxxxx TX
58 Lincoln Xxxxxxxxx XX
00 Xxxxxxx Xxxx XX
62 Lynchburg Xxxxxxxx VA
65 Port Huron Saint Clair MI
66 Newark Xxx Xxxxxx XX
00 Xxxxxxx Xxxxxxxx XX
00 Xxxxxxx Xxxxx Xxxx OR
75 Irving Dallas TX
76
00x Xxx Xxxxx Xxx Xxxxx XX
76b New Haven New Haven CT
76c New Haven New Haven CT
76d New Haven New Haven CT
78 Xxxxxxxxxx Dallas TX
79 Bartlesville Washington OK
80 San Francisco San Francisco CA
83 Nacogdoches Nacogdoches TX
84 Northridge Los Angeles CA
00 Xxxx Xxxx Xxxxxx XX
89 Xxxxxxx Hills Los Angeles CA
91 Knoxville Xxxx TN
94 Albany Alameda CA
95 High Point Guilford NC
00 Xxxx Xxxx Xxxx Xxxx Xxxx XX
00 Xxxxxxxxxx Xxxxx XX
000 Xxxxxx Xxxx XX
000 Xxxxxxxxx Xxxxxxx XX
000 Xxxxx Xxxxx Xxxxx Xxxxx-Xxxx XX
109 Chicago Xxxx IL
000 Xxxxxxxxxx Xxxxx XX
000 Xxxxxxxx Xxxxxxxx XX
000 Xxxxxxx Xxxxxx XX
000 Xxxxxxx Xxxxxxx FL
000 Xxxxxx Xxxxxx XX
000 Xxx Xxxx Xxx Xxxx XX
000 Xxxxx Xxxxx Xxxxxxx XX
125 Chicago Xxxx IL
000 Xxxxxxxxxxx Xxxxxxx XX
138 Abilene Taylor TX
000 Xxxxxxxxx Xxxxxxxxx Xxxx MD
000 Xxxxx Xxxx Xxxxxx XX
000 Xxxxxxxx Xxxxxxxx XX
000 Xxxxxxxx Xxxxxx XX
000 Xxxxxx Xxxxx Xxxx XX
000 Xxxx Xxxxxxx Xxxxxxx XX
157 Fulton Oswego NY
Zip Property
# Code Type
1 08816 Retail
2 20005 Office
3
3a 31401 Hotel
3b 21090 Hotel
3c 23704 Hotel
4 10018 Office
5 75254 Retail
6 75024 Retail
7
7a 48180 Multifamily
7b 48045 Multifamily
7c 48180 Multifamily
7d 49221 Multifamily
7e 77578 Multifamily
7f 49221 Multifamily
7g 48180 Multifamily
8 60047 Retail
9 60047 Retail
10 55391 Office
11 18201 Retail
12 91950 Retail
14 34243 Multifamily
15 77840 Multifamily
16 60069 Retail
17 94577 Office
22 46628 Multifamily
23 39232 Multifamily
25 06511 Multifamily
26 60069 Office
28 92606 Office
30 37211 Office
32 32828 Mixed Use
34 21216 Multifamily
35 21207; 21207; 21207; 21215; 21207; 21215; 21215; 21209; 21215 Multifamily
36 21215 & 21207 Multifamily
38 77072 Multifamily
39 33027 Office
41 75001 Multifamily
44 77058 Retail
49 92260 Retail
51 92253 Retail
53 70570 Retail
56 27615 Office
57 77055 Multifamily
58 68512 Retail
59 28376 Retail
62 24501 Retail
65 48060 Multifamily
66 19702 Multifamily
67 85013 Multifamily
71 97424 Retail
75 75061 Multifamily
76
76a 06511 Multifamily
76b 06512 Multifamily
76c 06511 Multifamily
76d 06511 Multifamily
78 75081 Retail
79 74006 Multifamily
80 94110 Mixed Use
83 75961 Multifamily
84 91324 Multifamily
88 28572 Retail
89 90210 Retail
91 37922 Office
94 94706 Office
95 27265 Retail
96 84117 Retail
97 40324 Retail
101 76501 Multifamily
103 76018 Self Storage
106 33162 Office
109 60620 Retail
110 71118 Multifamily
111 85224 Office
112 77055 Retail
116 33063 Industrial
118 77373 Self Storage
119 10001 Office
121 70032 Multifamily
125 60618 Retail
133 39401 Multifamily
138 79605 Multifamily
139 21201 Mixed Use
145 92627 Retail
146 44406 Multifamily
151 77401 Retail
152 33880 Multifamily
153 64014 Retail
157 13069 Multifamily
Units/
Sq. Ft./
Property Mortgage Rooms/
# Sub-type Loan Seller Pads
1 Anchored Column Financial, Inc. 301,607
2 CBD Column Financial, Inc. 419,037
3 Column Financial, Inc.
3a Full Service 347
3b Full Service 158
3c Full Service 249
4 CBD Column Financial, Inc. 240,388
5 Anchored Column Financial, Inc. 381,166
6 Anchored Column Financial, Inc. 266,048
7 Column Financial, Inc.
7a Manufactured Housing 411
7b Manufactured Housing 298
7c Manufactured Housing 269
7d Manufactured Housing 211
7e Manufactured Housing 218
7f Manufactured Housing 202
7g Manufactured Housing 114
8 Anchored Column Financial, Inc. 209,969
9 Anchored Column Financial, Inc. 153,052
10 Suburban Column Financial, Inc. 65,626
11 Anchored Column Financial, Inc. 558,802
12 Anchored Column Financial, Inc. 164,802
14 Conventional Column Financial, Inc. 261
15 Conventional Column Financial, Inc. 250
16 Unanchored Column Financial, Inc. 74,625
17 Suburban Column Financial, Inc. 96,978
22 Conventional Column Financial, Inc. 396
23 Conventional Column Financial, Inc. 192
25 Cooperative Column Financial, Inc. 238
26 Suburban Column Financial, Inc. 70,856
28 Suburban Column Financial, Inc. 100,462
30 Suburban Column Financial, Inc. 69,287
32 Multifamily/Retail/Office Column Financial, Inc. 51
34 Conventional Column Financial, Inc. 190
35 Conventional Column Financial, Inc. 176
36 Conventional Column Financial, Inc. 36
38 Conventional Column Financial, Inc. 282
39 Suburban Column Financial, Inc. 49,650
41 Conventional Column Financial, Inc. 184
44 Unanchored Column Financial, Inc. 81,256
49 Unanchored Column Financial, Inc. 21,416
51 Anchored Column Financial, Inc. 19,840
53 Anchored Column Financial, Inc. 42,540
56 Suburban Column Financial, Inc. 32,692
57 Conventional Column Financial, Inc. 139
58 Unanchored Column Financial, Inc. 44,533
59 Anchored Column Financial, Inc. 52,257
62 Anchored Column Financial, Inc. 49,447
65 Manufactured Housing Column Financial, Inc. 161
66 Conventional Column Financial, Inc. 87
67 Conventional Column Financial, Inc. 100
71 Anchored Column Financial, Inc. 98,477
75 Manufactured Housing Column Financial, Inc. 179
76 Column Financial, Inc.
76a Conventional 30
76b Conventional 22
76c Conventional 12
76d Conventional 8
78 Anchored Column Financial, Inc. 27,640
79 Conventional Column Financial, Inc. 240
80 Multifamily/Retail Column Financial, Inc. 35
83 Conventional Column Financial, Inc. 116
84 Manufactured Housing Column Financial, Inc. 114
88 Anchored Column Financial, Inc. 43,226
89 Unanchored Column Financial, Inc. 5,471
91 Suburban Column Financial, Inc. 22,310
94 Suburban Column Financial, Inc. 17,969
95 Unanchored Column Financial, Inc. 25,175
96 Anchored Column Financial, Inc. 15,833
97 Unanchored Column Financial, Inc. 14,692
101 Conventional Column Financial, Inc. 153
103 N/A Column Financial, Inc. 56,950
000 Xxxxxxxx Xxxxxx Financial, Inc. 24,451
109 Unanchored Column Financial, Inc. 18,330
110 Conventional Column Financial, Inc. 121
111 Suburban Column Financial, Inc. 24,743
112 Unanchored Column Financial, Inc. 17,200
116 N/A Column Financial, Inc. 46,201
118 N/A Column Financial, Inc. 65,640
119 CBD Column Financial, Inc. 20,700
121 Conventional Column Financial, Inc. 60
125 Unanchored Column Financial, Inc. 6,925
133 Conventional Column Financial, Inc. 48
138 Conventional Column Financial, Inc. 84
139 Multifamily/Retail Column Financial, Inc. 16
145 Unanchored Column Financial, Inc. 5,013
146 Conventional Column Financial, Inc. 32
151 Unanchored Column Financial, Inc. 5,000
152 Conventional Column Financial, Inc. 21
153 Unanchored Column Financial, Inc. 6,000
157 Manufactured Housing Column Financial, Inc. 91
Percentage of
Original Cut-off Initial Maturity Fee/
# Balance Balance (1) Pool Balance Balance Leasehold
--------------
1 $86,000,000 $86,000,000 7.56% $75,606,764 Fee
2 $80,000,000 $80,000,000 7.03% $80,000,000 Fee
3 $67,000,000 $67,000,000 5.89% $59,555,793
3a $40,000,000 $40,000,000 $35,555,697 Fee
3b $16,500,000 $16,500,000 $14,666,725 Fee
3c $10,500,000 $10,500,000 $9,333,370 Leasehold
4 $51,000,000 $51,000,000 4.48% $46,588,415 Fee
5 $47,000,000 $47,000,000 4.13% $44,543,490 Fee
6 $44,500,000 $44,500,000 3.91% $38,586,620 Fee
7 $36,500,000 $36,500,000 3.21% $36,500,000
7a $11,200,000 $11,200,000 $11,200,000 Fee
7b $6,500,000 $6,500,000 $6,500,000 Fee
7c $5,700,000 $5,700,000 $5,700,000 Fee
7d $4,700,000 $4,700,000 $4,700,000 Fee
7e $3,100,000 $3,100,000 $3,100,000 Fee
7f $2,700,000 $2,700,000 $2,700,000 Fee
7g $2,600,000 $2,600,000 $2,600,000 Fee
8 $19,500,000 $19,500,000 1.71% $17,155,754 Fee
9 $12,500,000 $12,500,000 1.10% $10,997,279 Fee
10 $24,500,000 $24,500,000 2.15% $22,142,596 Fee
11 $23,000,000 $22,765,174 2.00% $19,508,650 Fee
12 $22,500,000 $22,500,000 1.98% $19,563,949 Fee
14 $11,555,000 $11,555,000 1.02% $10,822,619 Fee
15 $7,600,000 $7,600,000 0.67% $7,118,296 Fee
16 $18,000,000 $18,000,000 1.58% $16,838,735 Fee
17 $18,000,000 $17,632,453 1.55% $13,836,194 Fee
22 $14,000,000 $13,960,155 1.23% $11,772,832 Fee
23 $13,960,000 $13,920,904 1.22% $11,764,033 Fee
25 $11,700,000 $11,648,985 1.02% $9,968,033 Fee
26 $11,000,000 $11,000,000 0.97% $9,943,976 Fee
28 $10,750,000 $10,667,991 0.94% $9,943,803 Fee
30 $9,050,000 $8,927,300 0.78% $85,604 Fee
32 $8,700,000 $8,669,477 0.76% $7,378,212 Fee
34 $3,600,000 $3,578,741 0.31% $2,858,655 Fee
35 $3,300,000 $3,280,513 0.29% $2,620,435 Fee
36 $750,000 $745,571 0.07% $595,554 Fee
38 $7,500,000 $7,458,259 0.66% $6,332,414 Fee
39 $7,200,000 $7,200,000 0.63% $7,200,000 Fee
41 $6,800,000 $6,766,552 0.59% $6,328,949 Fee
44 $6,500,000 $6,478,174 0.57% $5,541,492 Fee
49 $5,500,000 $5,500,000 0.48% $5,500,000 Fee
51 $5,250,000 $5,225,973 0.46% $4,445,430 Fee
53 $5,000,000 $5,000,000 0.44% $4,515,300 Fee
56 $4,900,000 $4,900,000 0.43% $4,428,501 Fee
57 $4,880,000 $4,844,687 0.43% $4,386,817 Fee
58 $4,600,000 $4,576,661 0.40% $3,841,109 Fee
59 $4,570,000 $4,553,380 0.40% $3,858,459 Fee
62 $4,144,000 $4,144,000 0.36% $3,604,172 Fee
65 $4,100,000 $4,078,067 0.36% $3,479,223 Fee
66 $3,940,000 $3,919,169 0.34% $3,348,355 Fee
67 $3,850,000 $3,839,465 0.34% $3,254,102 Fee
71 $3,500,000 $3,490,798 0.31% $2,973,150 Fee
75 $3,140,000 $3,128,389 0.27% $2,645,540 Fee
76 $3,100,000 $3,086,751 0.27% $2,787,566
76a $1,181,647 $1,176,597 $1,062,554 Fee
76b $948,235 $944,182 $852,667 Fee
76c $561,647 $559,247 $505,041 Fee
76d $408,471 $406,725 $367,304 Fee
78 $3,000,000 $2,986,705 0.26% $2,550,714 Fee
79 $3,050,000 $2,981,009 0.26% $29,105 Fee
80 $2,900,000 $2,883,447 0.25% $2,440,439 Fee
83 $2,800,000 $2,789,889 0.25% $2,615,098 Fee
84 $2,800,000 $2,786,622 0.24% $2,357,472 Fee
88 $2,600,000 $2,591,609 0.23% $2,226,786 Fee
89 $2,600,000 $2,589,995 0.23% $2,179,278 Fee
91 $2,550,000 $2,539,491 0.22% $2,187,474 Fee
94 $2,500,000 $2,481,597 0.22% $1,904,794 Fee
95 $2,450,000 $2,442,425 0.21% $2,112,435 Fee
96 $2,450,000 $2,439,117 0.21% $2,082,475 Fee
97 $2,362,000 $2,354,491 0.21% $2,026,393 Fee
101 $2,200,000 $2,192,056 0.19% $2,054,720 Fee
103 $2,100,000 $2,100,000 0.18% $1,641,382 Fee
106 $2,000,000 $1,992,408 0.18% $1,731,912 Fee
109 $1,950,000 $1,944,501 0.17% $1,641,772 Fee
110 $1,950,000 $1,942,992 0.17% $1,648,847 Fee
111 $1,900,000 $1,890,788 0.17% $1,495,410 Fee
112 $1,900,000 $1,884,812 0.17% $1,719,805 Fee
116 $1,750,000 $1,738,823 0.15% $1,370,471 Fee
118 $1,700,000 $1,678,892 0.15% $1,345,379 Fee
119 $1,675,000 $1,671,157 0.15% $1,450,852 Fee
121 $1,650,000 $1,645,639 0.14% $1,285,131 Fee
125 $1,500,000 $1,495,147 0.13% $1,284,320 Fee
133 $1,275,000 $1,269,968 0.11% $1,099,255 Fee
138 $1,200,000 $1,195,688 0.11% $1,014,675 Fee
139 $1,200,000 $1,192,361 0.10% $780,273 Fee
145 $1,050,000 $1,047,567 0.09% $905,242 Fee
146 $1,000,000 $997,487 0.09% $854,157 Fee
151 $810,000 $806,885 0.07% $632,224 Fee
152 $800,000 $798,071 0.07% $686,633 Fee
153 $775,000 $770,095 0.07% $658,181 Fee
157 $696,000 $690,673 0.06% $632,274 Fee
Occupancy Date of Cut-off
Year Year Rate at Occupancy Appraised Date LTV
# Built Renovated U/W Rate Value (2) Ratio (1) (3)
1 1973 2000 92% 6/7/2004 $110,000,000 78.2%
2 1987 2003 89% 7/1/2004 $141,800,000 56.4%
3 $90,800,000 73.8%
3a 1981 2002 N/A N/A $51,500,000
3b 0000 X/X X/X X/X $22,500,000
3c 0000 X/X X/X X/X $16,800,000
4 1921 1989 92% 7/1/2004 $71,900,000 70.9%
5 1981 2002 94% 6/1/2004 $62,000,000 75.8%
6 2002 N/A 86% 6/4/2004 $70,100,000 63.5%
7 $57,900,000 63.0%
7a 1988 N/A 96% 7/29/2004 $17,000,000
7b 1960 1964 90% 7/29/2004 $9,830,000
7c 1958 N/A 92% 7/29/2004 $8,550,000
7d 1993 1996 95% 7/31/2004 $7,300,000
7e 2000 N/A 78% 7/29/2004 $5,440,000
7f 2001 N/A 77% 7/30/2004 $5,920,000
7g 1964 N/A 100% 7/29/2004 $3,860,000
8 1974 1989 100% 6/30/2004 $26,650,000 73.3%
9 1990 1995 96% 7/1/2004 $17,000,000 73.3%
10 1940 2002 89% 8/1/2004 $32,900,000 74.5%
11 1972 1994 95% 4/30/2004 $35,400,000 64.3%
12 1976 1999 100% 9/1/2004 $28,150,000 79.9%
14 1987 1997 92% 6/1/2004 $15,600,000 76.3%
15 1980 1999 92% 4/23/2004 $9,500,000 76.3%
16 2002 N/A 92% 7/1/2004 $24,700,000 72.9%
17 2002 N/A 100% 3/31/2004 $24,800,000 71.1%
22 1979 2003 89% 6/10/2004 $18,100,000 77.1%
23 2002 N/A 95% 6/30/2004 $17,450,000 79.8%
25 1961 1981 100% 1/15/2004 $20,000,000 58.2%
26 2001 N/A 94% 7/1/2004 $14,000,000 78.6%
28 1980 2001 85% 8/20/2004 $15,000,000 71.1%
30 2002 N/A 100% 6/18/2001 $13,100,000 68.1%
32 1999 2003 94% 6/1/2004 $11,500,000 75.4%
34 1958 1969 94% 4/25/2004 $5,450,000 63.6%
35 1960 1970 98% 4/25/2004 $5,300,000 63.6%
36 1966 N/A 97% 4/25/2004 $1,215,000 63.6%
38 1983 N/A 90% 5/20/2004 $10,725,000 69.5%
39 2003 N/A 100% 4/16/2004 $11,100,000 64.9%
41 1976 2003 90% 6/20/2004 $8,500,000 79.6%
44 1984 2004 87% 7/1/2004 $9,340,000 69.4%
49 1990 N/A 100% 7/1/2004 $9,400,000 58.5%
51 2003 N/A 100% 6/30/2004 $7,600,000 68.8%
53 2003 N/A 100% 9/19/2004 $6,250,000 80.0%
56 2001 N/A 100% 6/30/2004 $6,170,000 79.4%
57 1969 1998 94% 8/18/2004 $6,100,000 79.4%
58 2002 N/A 100% 8/1/2004 $6,240,000 73.3%
59 2004 N/A 93% 7/30/2004 $5,850,000 77.8%
62 2004 N/A 100% 7/1/2004 $5,250,000 78.9%
65 1999 N/A 84% 5/3/2004 $6,080,000 67.1%
66 1974 2004 94% 4/30/2004 $5,150,000 76.1%
67 1962 2003 96% 5/8/2004 $4,900,000 78.4%
71 1962 2003 96% 6/1/2004 $5,600,000 62.3%
75 1950 2002 98% 4/30/2004 $3,925,000 79.7%
76 $4,250,000 72.6%
76a 1926 1999 97% 6/7/2004 $1,620,000
76b 1961 1999 100% 6/3/2004 $1,300,000
76c 1906 2000 83% 6/3/2004 $770,000
76d 1920 2001 100% 6/3/2004 $560,000
78 1979 1997 100% 5/31/2004 $3,850,000 77.6%
79 1982 2003 96% 6/30/2004 $5,750,000 51.8%
80 1914 1984 75% 7/8/2004 $4,150,000 69.5%
83 1958 1982 96% 8/27/2004 $3,500,000 79.7%
84 1994 N/A 93% 6/1/2004 $5,400,000 51.6%
88 2003 N/A 97% 7/31/2004 $3,350,000 77.4%
89 1922 1986 100% 8/13/2004 $4,700,000 55.1%
91 1997 N/A 100% 7/1/2004 $3,450,000 73.6%
94 1964 2003 100% 9/1/2004 $3,250,000 76.4%
95 1998 N/A 89% 7/1/2004 $3,250,000 75.2%
96 1985 N/A 100% 7/15/2004 $3,520,000 69.3%
97 2004 N/A 100% 8/30/2004 $3,270,000 72.0%
101 1970 N/A 92% 7/31/2004 $2,800,000 78.3%
103 2000 N/A 82% 6/30/2004 $3,620,000 58.0%
106 1968 2000 91% 9/1/2004 $2,950,000 67.5%
109 2002 N/A 100% 6/1/2004 $2,600,000 74.8%
110 1967 2003 96% 6/30/2004 $2,600,000 74.7%
111 1968 1975 93% 6/30/2004 $2,750,000 68.8%
112 2000 N/A 100% 8/1/2004 $2,550,000 73.9%
116 1972 2002 100% 5/31/2004 $2,500,000 69.6%
118 1983 2002 89% 8/24/2004 $2,300,000 73.0%
119 1924 1987 89% 6/1/2004 $3,400,000 49.2%
121 1976 1999 100% 5/31/2004 $2,100,000 78.4%
125 1973 2003 100% 5/31/2004 $2,100,000 71.2%
133 1999 2003 98% 8/17/2004 $1,600,000 79.4%
138 1967 2001 98% 6/30/2004 $1,850,000 64.6%
139 1859 1981 100% 4/28/2004 $2,030,000 58.7%
145 1980 2002 100% 6/30/2004 $1,575,000 66.5%
146 1986 2001 97% 6/1/2004 $1,250,000 79.8%
151 1951 1998 100% 7/1/2004 $1,080,000 74.7%
152 1971 1999 100% 5/1/2004 $1,325,000 60.2%
153 2003 N/A 100% 6/30/2004 $1,050,000 73.3%
157 1994 N/A 78% 7/1/2004 $1,100,000 62.8%
Maturity/
ARD
Date LTV Most Recent Most Recent U/W U/W U/W
# Ratio (2) (3) (4) NOI NCF NOI NCF (5) DSCR (6)
1 68.7% $7,432,356 $7,432,356 $7,997,184 $7,673,777 1.29x
2 56.4% $8,949,692 $8,886,836 $9,308,667 $9,245,811 2.08x
3 65.6% $9,905,025 $9,073,868 $9,629,997 $8,124,832 1.50x
3a
3b
3c
4 64.8% $4,290,491 $3,958,342 $4,844,444 $4,512,295 1.30x
5 71.8% $4,323,091 $4,036,901 $4,617,053 $4,330,863 1.31x
6 55.0% N/A N/A $4,187,256 $4,011,273 1.26x
7 63.0% $4,193,859 $4,107,709 $4,381,073 $4,294,923 2.35x
7a
7b
7c
7d
7e
7f
7g
8 64.5% $2,254,630 $2,109,272 $2,134,501 $1,989,143 1.43x
9 64.5% $1,366,176 $1,258,888 $1,300,184 $1,192,896 1.43x
10 67.3% N/A N/A $2,630,855 $2,531,055 1.34x
11 55.1% $3,352,543 $2,948,961 $3,228,862 $2,825,280 1.71x
12 69.5% $1,848,311 $1,817,676 $2,005,997 $1,975,362 1.21x
14 71.5% $1,171,317 $1,106,067 $1,195,626 $1,130,376 1.34x
15 71.5% $799,083 $724,083 $811,062 $736,062 1.34x
16 68.2% $1,554,314 $1,482,142 $1,861,290 $1,789,118 1.38x
17 55.8% $1,860,928 $1,696,884 $1,992,444 $1,828,400 1.34x
22 65.0% $1,362,760 $1,253,860 $1,339,306 $1,230,406 1.26x
23 67.4% $1,237,682 $1,199,282 $1,320,343 $1,281,943 1.31x
25 49.8% N/A N/A $1,626,149 $1,566,649 1.83x
26 71.0% N/A N/A $1,198,071 $1,088,038 1.37x
28 66.3% $1,214,205 $1,076,891 $1,277,024 $1,139,710 1.61x
30 0.7% $1,176,671 $1,166,278 $1,331,340 $1,320,947 1.29x
32 64.2% N/A N/A $862,452 $816,049 1.30x
34 50.8% $474,137 $426,637 $454,274 $406,774 1.34x
35 50.8% $471,606 $427,606 $397,614 $353,614 1.34x
36 50.8% $99,271 $90,271 $100,746 $91,746 1.34x
38 59.0% $722,847 $652,347 $751,096 $680,596 1.28x
39 64.9% N/A N/A $827,033 $819,585 2.06x
41 74.5% $556,773 $510,773 $634,453 $588,453 1.25x
44 59.3% $698,653 $621,553 $789,993 $712,893 1.50x
49 58.5% $637,338 $609,019 $606,574 $578,255 1.83x
51 58.5% $652,646 $628,661 $532,363 $508,378 1.35x
53 72.2% N/A N/A $502,820 $466,708 1.30x
56 71.8% $479,147 $442,183 $562,003 $525,039 1.49x
57 71.9% $599,518 $565,018 $576,188 $541,688 1.49x
58 61.6% N/A N/A $543,334 $506,585 1.62x
59 66.0% N/A N/A $466,498 $446,424 1.38x
62 68.7% N/A N/A $478,121 $461,486 1.53x
65 57.2% $406,696 $398,646 $386,828 $378,778 1.28x
66 65.0% $528,985 $507,235 $512,748 $490,998 1.72x
67 66.4% $387,908 $362,908 $384,459 $359,459 1.31x
71 53.1% $450,177 $390,849 $470,645 $411,317 1.62x
75 67.4% $435,319 $426,369 $373,852 $364,902 1.65x
76 65.6% $466,011 $448,011 $352,785 $334,785 1.44x
76a
76b
76c
76d
78 66.3% $361,843 $335,286 $327,301 $300,744 1.38x
79 0.5% $563,892 $503,892 $532,089 $472,089 1.66x
80 58.8% $305,589 $292,102 $288,001 $274,514 1.35x
83 74.7% $316,530 $287,182 $317,961 $288,613 1.45x
84 43.7% $416,144 $410,444 $422,073 $416,373 2.12x
88 66.5% $228,862 $216,613 $297,354 $285,105 1.47x
89 46.4% $307,695 $290,020 $289,059 $271,384 1.51x
91 63.4% $319,894 $289,065 $296,999 $266,170 1.39x
94 58.6% N/A N/A $275,152 $244,928 1.33x
95 65.0% $230,818 $209,168 $268,726 $247,076 1.33x
96 59.2% $234,988 $216,780 $262,913 $244,705 1.38x
97 62.0% $270,608 $253,693 $249,176 $232,261 1.31x
101 73.4% $259,944 $221,694 $258,202 $219,952 1.41x
103 45.3% $214,046 $205,357 $251,966 $243,277 1.64x
106 58.7% $213,554 $187,218 $221,228 $194,892 1.25x
109 63.1% $193,601 $179,795 $238,749 $224,943 1.65x
110 63.4% $209,689 $178,592 $244,421 $213,324 1.54x
111 54.4% $260,100 $217,186 $254,556 $211,642 1.38x
112 67.4% $257,616 $237,813 $215,494 $195,691 1.32x
116 54.8% $214,041 $193,251 $217,168 $196,378 1.41x
118 58.5% $206,320 $196,849 $261,794 $252,323 1.81x
119 42.7% $162,387 $135,422 $202,460 $175,495 1.36x
121 61.2% $248,321 $233,321 $176,532 $176,532 1.36x
125 61.2% $147,991 $137,203 $170,406 $159,618 1.43x
133 68.7% $169,091 $154,691 $136,758 $122,358 1.25x
138 54.8% $157,982 $136,982 $156,853 $135,853 1.59x
139 38.4% $176,893 $162,214 $150,040 $135,361 1.33x
145 57.5% $109,070 $103,497 $108,848 $103,275 1.29x
146 68.3% $134,444 $126,444 $111,968 $103,968 1.41x
151 58.5% $105,908 $99,908 $91,681 $85,681 1.34x
152 51.8% $123,851 $118,601 $103,135 $97,885 1.63x
153 62.7% $87,026 $81,104 $97,413 $91,491 1.63x
157 57.5% $83,365 $78,815 $75,972 $71,422 1.29x
Contractual U/W
Engineering Recurring LC & TI Contractual Recurring Tax & Initial
Reserve at Replacement Reserve at Recurring Replacement U/W Insurance Interest Only
# Origination Reserve/FF&E Origination LC&TI Reserve/FF&E TI & LC Escrows Term
1 $0 $0 $0 $0 $45,241 $278,166 None 24
2 $1,050 $0 $16,478,475 $1,239,009 $62,856 $0 Both 60
3 $25,000 4% $0 $0 4% $0 Both 12
3a
3b
3c
4 $0 $48,000 $0 $250,000 $48,078 $284,071 Both 24
5 $11,875 $39,996 $0 $288,000 $57,175 $229,015 Both 36
6 $0 $26,604 $0 $0 $39,907 $136,076 Both 12
7 $25,133 $0 $0 $0 $86,150 $0 None 60
7a
7b
7c
7d
7e
7f
7g
8 $0 $0 $0 $0 $31,495 $113,863 None 24
9 $0 $0 $0 $0 $22,958 $84,330 None 24
10 $0 $19,200 $0 $0 $19,200 $80,600 Both 60
11 $0 $112,125 $0 $0 $111,760 $291,822 None 0
12 $1,006,500 $24,687 $13,734 $0 $0 $30,635 Both 12
14 $0 $65,250 $0 $0 $65,250 $0 Both 24
15 $0 $75,000 $0 $0 $75,000 $0 Both 25
16 $0 $0 $0 $0 $11,194 $60,978 Both 60
17 $0 $19,298 $0 $90,000 $14,547 $149,497 Both 0
22 $15,500 $108,900 $0 $0 $108,900 $0 Both 0
23 $42,625 $35,520 $0 $0 $38,400 $0 Both 0
25 $3,609,526 $46,581 $0 $12,000 $59,500 $0 Both 0
26 $0 $0 $0 $0 $10,628 $99,405 Both 36
28 $4,844 $17,079 $115,000 $96,000 $20,092 $117,222 Both 0
30 $0 $0 $0 $0 $10,393 $0 None 0
32 $0 $0 $0 $30,000 $16,403 $30,000 Both 0
34 $64,063 $47,500 $0 $0 $47,500 $0 Both 0
35 $221,701 $44,000 $0 $0 $44,000 $0 Both 0
36 $83,675 $9,000 $0 $0 $9,000 $0 Both 0
38 $50,000 $69,420 $0 $0 $70,500 $0 Both 0
39 $0 $0 $0 $0 $7,448 $0 None 60
41 $10,000 $46,000 $0 $0 $46,000 $0 Both 0
44 $0 $12,188 $0 $62,506 $12,188 $64,912 Both 0
49 $0 $4,141 $0 $21,420 $4,070 $24,249 Both 60
51 $0 $0 $0 $27,778 $2,952 $21,033 Both 0
53 $0 $0 $0 $30,000 $6,381 $29,731 Both 36
56 $0 $3,264 $0 $20,004 $4,904 $32,060 Both 36
57 $105,053 $34,500 $0 $0 $34,500 $0 Both 0
58 $0 $0 $54,000 $30,000 $6,680 $30,069 Both 0
59 $0 $5,232 $0 $12,000 $7,839 $12,235 Both 0
62 $0 $0 $0 $10,000 $7,417 $9,218 Both 12
65 $0 $0 $0 $0 $8,050 $0 Both 0
66 $0 $21,750 $0 $0 $21,750 $0 Both 0
67 $25,000 $25,000 $0 $0 $25,000 $0 Both 0
71 $7,500 $19,637 $0 $25,000 $19,637 $39,691 Both 0
75 $13,125 $8,950 $0 $0 $8,950 $0 Both 0
76 $33,751 $18,000 $0 $0 $18,000 $0 Both 0
76a
76b
76c
76d
78 $60,125 $0 $21,000 $21,000 $4,146 $22,411 Both 0
79 $0 $60,000 $0 $0 $60,000 $0 Both 0
80 $7,000 $9,368 $0 $0 $9,368 $4,119 Both 0
83 $53,950 $29,348 $0 $0 $29,348 $0 Both 0
84 $0 $0 $0 $0 $5,700 $0 Both 0
88 $0 $4,320 $0 $6,960 $4,323 $7,926 Both 0
89 $875 $0 $0 $0 $746 $16,929 Both 0
91 $0 $2,232 $0 $24,000 $3,347 $27,482 Both 0
94 $0 $2,695 $0 $27,000 $3,594 $26,630 Both 0
95 $2,625 $3,788 $0 $17,874 $3,776 $17,874 Both 0
96 $48,114 $0 $0 $8,727 $2,375 $15,833 Both 0
97 $0 $0 $50,000 $10,909 $2,206 $14,709 Both 0
101 $113,100 $38,862 $0 $0 $38,250 $0 Both 0
103 $625 $8,621 $0 $0 $8,689 $0 Both 12
106 $0 $0 $100,000 $0 $5,999 $20,337 Both 0
109 $0 $0 $0 $8,280 $2,750 $11,056 Both 0
110 $4,313 $31,097 $0 $0 $31,097 $0 Both 0
111 $0 $0 $0 $33,600 $6,131 $36,783 Both 0
112 $2,875 $0 $0 $0 $2,583 $17,220 Both 0
116 $28,150 $0 $0 $0 $6,930 $13,860 Both 0
118 $17,435 $0 $0 $0 $9,471 $0 Both 0
119 $6,000 $0 $100,000 $0 $3,105 $23,860 Both 0
121 $5,000 $15,000 $0 $0 $15,000 $0 Both 0
125 $3,688 $0 $0 $10,800 $1,039 $9,749 Both 0
133 $5,938 $14,400 $0 $0 $14,400 $0 Both 0
138 $0 $21,168 $0 $0 $21,000 $0 Both 0
139 $15,625 $4,000 $0 $0 $5,379 $9,300 Both 0
145 $0 $0 $24,000 $0 $1,103 $4,470 Both 0
146 $8,125 $8,000 $0 $0 $8,000 $0 Both 0
151 $6,468 $0 $10,000 $6,429 $1,000 $5,000 Both 0
152 $1,250 $5,250 $0 $0 $5,250 $0 Both 0
153 $0 $0 $0 $6,000 $900 $5,022 Both 0
157 $0 $4,550 $0 $0 $4,550 $0 Both 0
Orig Rem. Orig Rem.
Amort. Amort. Term to Term to Interest Interest Calculation Monthly
# Term Term (1) Maturity (4) Maturity (1)(4) Rate (30/360 / Actual/360) Payment
1 360 360 120 117 5.650% Actual/360 $496,423
2 Interest Only Interest Only 60 53 5.485% Actual/360 $370,745
3 300 300 84 80 6.470% Actual/360 $451,134
3a
3b
3c
4 407 407 120 116 5.873% Actual/360 $289,257
5 360 360 84 80 5.770% Actual/360 $274,877
6 360 360 120 116 5.970% Actual/360 $265,942
7 Interest Only Interest Only 60 57 4.930% Actual/360 $152,037
7a
7b
7c
7d
7e
7f
7g
8 360 360 120 115 5.680% Actual/360 $112,931
9 360 360 120 115 5.680% Actual/360 $72,392
10 300 300 120 116 5.970% Actual/360 $157,405
11 360 349 120 109 6.000% Actual/360 $137,897
12 360 360 120 117 6.080% Actual/360 $136,058
14 360 360 84 80 6.090% Actual/360 $69,948
15 360 360 85 80 6.090% Actual/360 $46,007
16 360 360 120 116 6.000% Actual/360 $107,919
17 300 286 120 106 5.780% Actual/360 $113,566
22 360 357 120 117 5.720% Actual/360 $81,434
23 360 357 120 117 5.790% Actual/360 $81,822
25 360 355 120 115 6.160% Actual/360 $71,355
26 360 360 120 116 6.010% Actual/360 $66,021
28 360 353 60 53 5.200% Actual/360 $59,029
30 149 146 149 146 5.780% Actual/360 $85,259
32 360 356 120 116 6.000% Actual/360 $52,161
34 300 295 120 115 6.770% Actual/360 $24,918
35 300 295 120 115 6.770% Actual/360 $22,842
36 300 295 120 115 6.770% Actual/360 $5,191
38 360 354 120 114 5.850% Actual/360 $44,246
39 Interest Only Interest Only 60 52 5.450% Actual/360 $33,154
41 360 355 60 55 5.630% Actual/360 $39,166
44 360 356 120 116 6.180% Actual/360 $39,726
49 Interest Only Interest Only 60 55 5.680% Actual/360 $26,395
51 360 355 120 115 5.950% Actual/360 $31,308
53 360 360 120 117 5.960% Actual/360 $29,849
56 360 360 120 115 6.000% Actual/360 $29,378
57 300 295 60 55 5.630% Actual/360 $30,348
58 360 355 120 115 5.490% Actual/360 $26,089
59 360 356 120 116 5.850% Actual/360 $26,960
62 360 360 120 117 6.090% Actual/360 $25,086
65 360 354 120 114 6.020% Actual/360 $24,634
66 360 354 120 114 6.070% Actual/360 $23,800
67 360 357 120 117 5.890% Actual/360 $22,811
71 360 357 120 117 6.060% Actual/360 $21,119
75 360 356 120 116 5.780% Actual/360 $18,384
76 300 297 60 57 5.650% Actual/360 $19,315
76a
76b
76c
76d
78 360 355 120 115 6.090% Actual/360 $18,160
79 180 174 180 174 4.750% Actual/360 $23,724
80 360 354 120 114 5.740% Actual/360 $16,905
83 360 356 60 56 5.880% Actual/360 $16,572
84 360 355 120 115 5.760% Actual/360 $16,358
88 360 356 120 116 6.340% Actual/360 $16,161
89 360 356 120 116 5.610% Actual/360 $14,942
91 360 355 120 115 6.400% Actual/360 $15,950
94 300 295 120 115 5.530% Actual/360 $15,397
95 360 356 119 115 6.510% Actual/360 $15,502
96 360 355 120 115 6.080% Actual/360 $14,815
97 360 356 120 116 6.400% Actual/360 $14,774
101 360 356 60 56 5.880% Actual/360 $13,021
103 300 300 120 114 5.100% Actual/360 $12,399
106 360 355 120 115 6.740% Actual/360 $12,959
109 360 357 120 117 5.760% Actual/360 $11,392
110 360 356 120 116 5.900% Actual/360 $11,566
111 300 296 120 116 6.490% Actual/360 $12,817
112 300 294 60 54 6.070% Actual/360 $12,323
116 300 295 120 115 6.340% Actual/360 $11,642
118 300 290 120 110 6.660% Actual/360 $11,649
119 360 357 118 115 6.620% Actual/360 $10,720
121 300 298 120 118 6.180% Actual/360 $10,813
125 360 356 120 116 6.330% Actual/360 $9,314
133 360 355 120 115 6.580% Actual/360 $8,126
138 360 356 120 116 5.900% Actual/360 $7,118
139 240 237 120 117 5.790% Actual/360 $8,452
145 360 357 120 117 6.580% Actual/360 $6,692
146 360 357 120 117 6.250% Actual/360 $6,157
151 300 297 120 117 6.240% Actual/360 $5,338
152 360 357 120 117 6.420% Actual/360 $5,015
153 360 353 120 113 6.050% Actual/360 $4,671
157 300 294 60 54 6.310% Actual/360 $4,617
Original
First Lockout
Payment Maturity Prepayment Provision Period
# Date Date ARD (7) Seasoning as of Origination (8) (Months)
1 9/11/2004 8/11/2014 N/A 3 Lock/113_0.0%/7 113
2 5/11/2004 4/11/2034 4/11/2009 7 Lock/55_0.0%/5 55
3 8/11/2004 7/11/2011 N/A 4 Lock/77_0.0%/7 77
3a
3b
3c
4 8/11/2004 7/11/2014 N/A 4 Lock/116_0.0%/4 116
5 8/11/2004 7/11/2011 N/A 4 Lock/78_0.0%/6 78
6 8/11/2004 7/11/2014 N/A 4 Lock/117_0.0%/3 117
7 9/11/2004 8/11/2009 N/A 3 Lock/57_0.0%/3 57
7a
7b
7c
7d
7e
7f
7g
8 7/11/2004 6/11/2014 N/A 5 Lock/117_0.0%/3 117
9 7/11/2004 6/11/2014 N/A 5 Lock/117_0.0%/3 117
10 8/11/2004 7/11/2014 N/A 4 Lock/117_0.0%/3 117
11 1/11/2004 12/11/2013 N/A 11 Lock/116_0.0%/4 116
12 9/11/2004 8/11/2014 N/A 3 Lock/114_0.0%/6 114
14 8/11/2004 7/11/2011 N/A 4 Lock/81_0.0%/3 81
15 7/11/2004 7/11/2011 N/A 5 Lock/82_0.0%/3 82
16 8/11/2004 7/11/2014 N/A 4 Lock/114_0.0%/6 114
17 10/11/2003 9/11/2013 N/A 14 Lock/116_0.0%/4 116
22 9/11/2004 8/11/2014 N/A 3 Lock/117_0.0%/3 117
23 9/11/2004 8/11/2014 N/A 3 Lock/117_0.0%/3 117
25 7/11/2004 6/11/2014 N/A 5 Lock/117_0.0%/3 117
26 8/11/2004 7/11/2014 N/A 4 Lock/114_0.0%/6 114
28 5/11/2004 4/11/2009 N/A 7 Lock/57_0.0%/3 57
30 9/11/2004 1/11/2017 N/A 3 Lock/146_0.0%/3 146
32 8/11/2004 7/11/2014 N/A 4 Lock/117_0.0%/3 117
34 7/11/2004 6/11/2014 N/A 5 Lock/113_0.0%/7 113
35 7/11/2004 6/11/2014 N/A 5 Lock/113_0.0%/7 113
36 7/11/2004 6/11/2014 N/A 5 Lock/113_0.0%/7 113
38 6/11/2004 5/11/2014 N/A 6 Lock/117_0.0%/3 117
39 4/11/2004 3/11/2014 3/11/2009 8 Lock/55_0.0%/5 55
41 7/11/2004 6/11/2009 N/A 5 Lock/57_0.0%/3 57
44 8/11/2004 7/11/2014 N/A 4 Lock/117_0.0%/3 117
49 7/11/2004 6/11/2009 N/A 5 Lock/57_0.0%/3 57
51 7/11/2004 6/11/2014 N/A 5 Lock/113_0.0%/7 113
53 9/11/2004 8/11/2014 N/A 3 Lock/117_0.0%/3 117
56 7/11/2004 6/11/2014 N/A 5 Lock/116_0.0%/4 116
57 7/11/2004 6/11/2009 N/A 5 Lock/55_0.0%/5 55
58 7/11/2004 6/11/2014 N/A 5 Lock/117_0.0%/3 117
59 8/11/2004 7/11/2014 N/A 4 Lock/117_0.0%/3 117
62 9/11/2004 8/11/2014 N/A 3 Lock/117_0.0%/3 117
65 6/11/2004 5/11/2014 N/A 6 Lock/117_0.0%/3 117
66 6/11/2004 5/11/2014 N/A 6 Lock/117_0.0%/3 117
67 9/11/2004 8/11/2014 N/A 3 Lock/113_0.0%/7 113
71 9/11/2004 8/11/2014 N/A 3 Lock/117_0.0%/3 117
75 8/11/2004 7/11/2014 N/A 4 Lock/113_0.0%/7 113
76 9/11/2004 8/11/2009 N/A 3 Lock/53_0.0%/7 53
76a
76b
76c
76d
78 7/11/2004 6/11/2014 N/A 5 Lock/117_0.0%/3 117
79 6/11/2004 5/11/2019 N/A 6 Lock/177_0.0%/3 177
80 6/11/2004 5/11/2014 N/A 6 Lock/113_0.0%/7 113
83 8/11/2004 7/11/2009 N/A 4 Lock/53_0.0%/7 53
84 7/11/2004 6/11/2014 N/A 5 Lock/117_0.0%/3 117
88 8/11/2004 7/11/2014 N/A 4 Lock/117_0.0%/3 117
89 8/11/2004 7/11/2014 N/A 4 Lock/113_0.0%/7 113
91 7/11/2004 6/11/2014 N/A 5 Lock/117_0.0%/3 117
94 7/11/2004 6/11/2014 N/A 5 Lock/117_0.0%/3 117
95 8/11/2004 6/11/2014 N/A 4 Lock/116_0.0%/3 116
96 7/11/2004 6/11/2014 N/A 5 Lock/113_0.0%/7 113
97 8/11/2004 7/11/2014 N/A 4 Lock/113_0.0%/7 113
101 8/11/2004 7/11/2009 N/A 4 Lock/53_0.0%/7 53
103 6/11/2004 5/11/2014 N/A 6 Lock/117_0.0%/3 117
106 7/11/2004 6/11/2014 N/A 5 Lock/113_0.0%/7 113
109 9/11/2004 8/11/2014 N/A 3 Lock/117_0.0%/3 117
110 8/11/2004 7/11/2014 N/A 4 Lock/113_0.0%/7 113
111 8/11/2004 7/11/2014 N/A 4 Lock/113_0.0%/7 113
112 6/11/2004 5/11/2029 5/11/2009 6 Lock/53_0.0%/7 53
116 7/11/2004 6/11/2014 N/A 5 Lock/113_0.0%/7 113
118 2/11/2004 1/11/2014 N/A 10 Lock/113_0.0%/7 113
119 9/11/2004 6/11/2014 N/A 3 Lock/111_0.0%/7 111
121 10/11/2004 9/11/2014 N/A 2 Lock/113_0.0%/7 113
125 8/11/2004 7/11/2014 N/A 4 Lock/40_YM1/77_0.0%/3 40
133 7/11/2004 6/11/2014 N/A 5 Lock/113_0.0%/7 113
138 8/11/2004 7/11/2014 N/A 4 Lock/113_0.0%/7 113
139 9/11/2004 8/11/2014 N/A 3 Lock/113_0.0%/7 113
145 9/11/2004 8/11/2014 N/A 3 Lock/113_0.0%/7 113
146 9/11/2004 8/11/2014 N/A 3 Lock/113_0.0%/7 113
151 9/11/2004 8/11/2014 N/A 3 Lock/113_0.0%/7 113
152 9/11/2004 8/11/2014 N/A 3 Lock/113_0.0%/7 113
153 5/11/2004 4/11/2014 N/A 7 Lock/117_0.0%/3 117
157 6/11/2004 5/11/2009 N/A 6 Lock/53_0.0%/7 53
Original Original
Yield Prepayment Original
Maintenance Premium Open Lockout
Period Period Period Expiration
# (Months) (Months) (Months) Defeasance (9) Date
1 0 0 7 Yes 2/11/2014
2 0 0 5 Yes 12/11/2008
3 0 0 7 Yes 1/11/2011
3a
3b
3c
4 0 0 4 Yes 4/11/2014
5 0 0 6 Yes 2/11/2011
6 0 0 3 Yes 5/11/2014
7 0 0 3 Yes 6/11/2009
7a
7b
7c
7d
7e
7f
7g
8 0 0 3 Yes 4/11/2014
9 0 0 3 Yes 4/11/2014
10 0 0 3 Yes 5/11/2014
11 0 0 4 Yes 9/11/2013
12 0 0 6 Yes 3/11/2014
14 0 0 3 Yes 5/11/2011
15 0 0 3 Yes 5/11/2011
16 0 0 6 Yes 2/11/2014
17 0 0 4 Yes 6/11/2013
22 0 0 3 Yes 6/11/2014
23 0 0 3 Yes 6/11/2014
25 0 0 3 Yes 4/11/2014
26 0 0 6 Yes 2/11/2014
28 0 0 3 Yes 2/11/2009
30 0 0 3 Yes 11/11/2016
32 0 0 3 Yes 5/11/2014
34 0 0 7 Yes 12/11/2013
35 0 0 7 Yes 12/11/2013
36 0 0 7 Yes 12/11/2013
38 0 0 3 Yes 3/11/2014
39 0 0 5 Yes 11/11/2008
41 0 0 3 Yes 4/11/2009
44 0 0 3 Yes 5/11/2014
49 0 0 3 Yes 4/11/2009
51 0 0 7 Yes 12/11/2013
53 0 0 3 Yes 6/11/2014
56 0 0 4 Yes 3/11/2014
57 0 0 5 Yes 2/11/2009
58 0 0 3 Yes 4/11/2014
59 0 0 3 Yes 5/11/2014
62 0 0 3 Yes 6/11/2014
65 0 0 3 Yes 3/11/2014
66 0 0 3 Yes 3/11/2014
67 0 0 7 Yes 2/11/2014
71 0 0 3 Yes 6/11/2014
75 0 0 7 Yes 1/11/2014
76 0 0 7 Yes 2/11/2009
76a
76b
76c
76d
78 0 0 3 Yes 4/11/2014
79 0 0 3 Yes 3/11/2019
80 0 0 7 Yes 11/11/2013
83 0 0 7 Yes 1/11/2009
84 0 0 3 Yes 4/11/2014
88 0 0 3 Yes 5/11/2014
89 0 0 7 Yes 1/11/2014
91 0 0 3 Yes 4/11/2014
94 0 0 3 Yes 4/11/2014
95 0 0 3 Yes 4/11/2014
96 0 0 7 Yes 12/11/2013
97 0 0 7 Yes 1/11/2014
101 0 0 7 Yes 1/11/2009
103 0 0 3 Yes 3/11/2014
106 0 0 7 Yes 12/11/2013
109 0 0 3 Yes 6/11/2014
110 0 0 7 Yes 1/11/2014
111 0 0 7 Yes 1/11/2014
112 0 0 7 Yes 11/11/2008
116 0 0 7 Yes 12/11/2013
118 0 0 7 Yes 7/11/2013
119 0 0 7 Yes 12/11/2013
121 0 0 7 Yes 3/11/2014
125 77 0 3 No 12/11/2007
133 0 0 7 Yes 12/11/2013
138 0 0 7 Yes 1/11/2014
139 0 0 7 Yes 2/11/2014
145 0 0 7 Yes 2/11/2014
146 0 0 7 Yes 2/11/2014
151 0 0 7 Yes 2/11/2014
152 0 0 7 Yes 2/11/2014
153 0 0 3 Yes 2/11/2014
157 0 0 7 Yes 11/11/2008
Yield Prepayment Servicing
Maintenance Premium Yield and Utilities
Expiration Expiration Maintenance Trustee Multifamily Tenant
# Date Date Spread Fees Pays
1 N/A N/A N/A 0.03218% N/A
2 N/A N/A N/A 0.03218% N/A
3 N/A N/A N/A 0.03218%
3a X/X
0x X/X
0x X/X
0 X/X X/X N/A 0.03218% N/A
5 N/A N/A N/A 0.03218% N/A
6 N/A N/A N/A 0.13218% N/A
7 N/A N/A N/A 0.03218%
7a X/X
0x X/X
0x X/X
7d X/X
0x X/X
0x X/X
0x X/X
0 X/X X/X N/A 0.03218% N/A
9 N/A N/A N/A 0.03218% N/A
10 N/A N/A N/A 0.03218% N/A
11 N/A N/A N/A 0.03218% N/A
12 N/A N/A N/A 0.03218% N/A
14 N/A N/A N/A 0.03218% Electric, Water, Sewer
15 N/A N/A N/A 0.03218% Electric, Water, Sewer
16 N/A N/A N/A 0.03218% N/A
17 N/A N/A N/A 0.03218% N/A
22 N/A N/A N/A 0.03218% N/A
23 N/A N/A N/A 0.03218% Electric, Xxxxx
00 X/X X/X X/X 0.03218% Electric
26 N/A N/A N/A 0.03218% N/A
28 N/A N/A N/A 0.03218% N/A
30 N/A N/A N/A 0.03218% N/A
32 N/A N/A N/A 0.03218% Electric
34 N/A N/A N/A 0.03218% Electric, Gas
35 N/A N/A N/A 0.03218% Electric
36 N/A N/A N/A 0.03218% Electric, Gas
38 N/A N/A N/A 0.03218% Water, Sewer
39 N/A N/A N/A 0.03218% N/A
41 N/A N/A N/A 0.03218% Electric, Water
44 N/A N/A N/A 0.03218% N/A
49 N/A N/A N/A 0.03218% N/A
51 N/A N/A N/A 0.03218% N/A
53 N/A N/A N/A 0.03218% N/A
56 N/A N/A N/A 0.03218% N/A
57 N/A N/A N/A 0.03218% Electric, Water, Sewer
58 N/A N/A N/A 0.03218% N/A
59 N/A N/A N/A 0.03218% N/A
62 N/A N/A N/A 0.03218% N/A
65 N/A N/A N/A 0.03218% N/A
66 N/A N/A N/A 0.03218% Electric, Gas, Water, Sewer
67 N/A N/A N/A 0.03218% Electric
71 N/A N/A N/A 0.03218% N/A
75 N/A N/A N/A 0.03218% N/A
76 N/A N/A N/A 0.03218%
76a Electric
76b Electric, Gas, Water, Sewer
76c Electric, Gas, Water, Sewer
76d Electric, Gas, Water, Sewer
78 N/A N/A N/A 0.03218% N/A
79 N/A N/A N/A 0.06218% Electric, Gas
80 N/A N/A N/A 0.03218% None
83 N/A N/A N/A 0.03218% Electric
84 N/A N/A N/A 0.03218% N/A
88 N/A N/A N/A 0.03218% N/A
89 N/A N/A N/A 0.03218% N/A
91 N/A N/A N/A 0.03218% N/A
94 N/A N/A N/A 0.03218% N/A
95 N/A N/A N/A 0.03218% N/A
96 N/A N/A N/A 0.03218% N/A
97 N/A N/A N/A 0.03218% N/A
000 X/X X/X X/X 0.03218% Electric, Water
000 X/X X/X X/X 0.03218% N/A
106 N/A N/A N/A 0.03218% N/A
109 N/A N/A N/A 0.03218% N/A
000 X/X X/X X/X 0.03218% Electric, Gas
000 X/X X/X X/X 0.03218% N/A
112 N/A N/A N/A 0.03218% N/A
116 N/A N/A N/A 0.03218% N/A
118 N/A N/A N/A 0.03218% N/A
119 N/A N/A N/A 0.03218% N/A
121 N/A N/A N/A 0.03218% Electric, Gas
125 5/11/2014 N/A T-Flat 0.03218% N/A
133 N/A N/A N/A 0.03218% Electric
000 X/X X/X X/X 0.03218% Electric, Gas
000 X/X X/X X/X 0.03218% Electric, Gas
000 X/X X/X X/X 0.03218% N/A
000 X/X X/X X/X 0.03218% Electric, Gas
000 X/X X/X X/X 0.03218% N/A
000 X/X X/X X/X 0.03218% Electric, Gas, Water, Sewer
153 N/A N/A N/A 0.03218% N/A
157 N/A N/A N/A 0.03218% N/A
Subject Subject Subject
Multifamily Studio Studio Studio
# Elevators Units Avg. Rent Max. Rent
1 N/A N/A N/A N/A
2 N/A N/A N/A N/A
3
3a N/A N/A N/A N/A
3b N/A N/A N/A N/A
3c N/A N/A N/A N/A
4 N/A N/A N/A N/A
5 N/A N/A X/X X/X
0 X/X X/X X/X X/X
7
7a N/A N/A N/A N/A
7b N/A X/X X/X X/X
0x X/X X/X X/X N/A
7d X/X X/X X/X X/X
0x X/X X/X N/A N/A
7f N/A X/X X/X X/X
0x X/X X/X X/X X/X
8 N/A N/A N/A N/A
9 N/A N/A N/A N/A
10 N/A N/A N/A N/A
11 N/A N/A N/A N/A
12 N/A N/A X/X X/X
00 0 X/X X/X X/X
15 0 N/A N/A N/A
16 N/A N/A N/A N/A
17 N/A N/A X/X X/X
00 0 X/X X/X X/X
23 0 N/A N/A N/A
25 3 70 $834 $834
26 N/A N/A N/A N/A
28 N/A N/A N/A N/A
30 N/A N/A X/X X/X
00 0 X/X X/X X/X
34 0 N/A N/A N/A
35 0 N/A X/X X/X
00 0 X/X X/X X/X
38 0 N/A X/X X/X
00 X/X X/X X/X X/X
41 0 24 $431 $510
44 N/A N/A N/A N/A
49 N/A N/A N/A N/A
51 N/A N/A N/A N/A
53 N/A N/A X/X X/X
00 X/X X/X X/X X/X
57 0 N/A N/A N/A
58 N/A N/A N/A N/A
59 N/A N/A N/A N/A
62 N/A N/A X/X X/X
00 X/X X/X X/X X/X
66 0 N/A N/A N/A
67 0 8 $537 $590
00 X/X X/X X/X X/X
00 X/X X/X X/X X/X
76
76a 0 N/A X/X X/X
00x 0 X/X X/X N/A
00x 0 X/X X/X X/X
00x 0 N/A N/A N/A
78 N/A N/A X/X X/X
00 0 X/X X/X X/X
80 0 30 $751 $1,040
83 0 N/A N/A N/A
84 N/A N/A N/A N/A
88 N/A N/A N/A N/A
89 N/A N/A N/A N/A
91 N/A N/A N/A N/A
94 N/A N/A N/A N/A
95 N/A N/A N/A N/A
96 N/A N/A N/A N/A
97 N/A N/A X/X X/X
000 0 X/X X/X X/X
000 X/X X/X X/X X/X
106 N/A N/A X/X X/X
000 X/X X/X X/X X/X
110 0 N/A N/A N/A
111 N/A N/A X/X X/X
000 X/X X/X X/X X/X
000 X/X X/X X/X X/X
118 N/A N/A X/X X/X
000 X/X X/X X/X X/X
121 0 N/A N/A N/A
125 N/A N/A X/X X/X
000 0 X/X X/X X/X
138 0 N/A N/A N/A
139 0 1 $475 $475
000 X/X X/X X/X X/X
146 0 N/A X/X X/X
000 X/X X/X X/X X/X
152 0 2 $400 $400
000 X/X X/X X/X X/X
000 X/X X/X X/X X/X
Subject Subject Subject Subject Subject Subject Subject Subject Subject
1 BR 1 BR 1 BR 2 BR 2 BR 2 BR 3 BR 3 BR 3 BR
# Units Avg. Rent Max. Rent Units Avg. Rent Max. Rent Units Avg. Rent Max. Rent
1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
2 N/A N/A X/X X/X X/X X/X X/X X/X X/X
3
3a N/A N/A N/A N/A N/A N/A N/A N/A N/A
3b N/A N/A N/A N/A N/A N/A N/A N/A N/A
3c N/A N/A N/A N/A N/A N/A N/A N/A N/A
4 N/A N/A N/A N/A N/A N/A N/A N/A N/A
5 N/A N/A N/A N/A N/A N/A N/A N/A N/A
6 N/A N/A X/X X/X X/X X/X X/X X/X X/X
7
7a N/A N/A N/A N/A N/A N/A N/A N/A N/A
7b N/A N/A N/A N/A N/A N/A N/A N/A N/A
7c N/A N/A N/A N/A N/A N/A N/A N/A N/A
7d N/A N/A N/A N/A N/A N/A N/A N/A N/A
7e N/A N/A N/A N/A N/A N/A N/A N/A N/A
7f N/A N/A N/A N/A N/A N/A X/X X/X X/X
0x X/X X/X X/X N/A N/A N/A N/A N/A N/A
8 N/A N/A N/A N/A N/A N/A N/A N/A N/A
9 N/A N/A X/X X/X X/X X/X X/X X/X X/X
10 N/A N/A X/X X/X X/X X/X X/X X/X X/X
11 N/A N/A X/X X/X X/X X/X X/X X/X X/X
12 N/A N/A X/X X/X X/X X/X X/X X/X X/X
14 176 $657 $750 85 $846 $985 N/A N/A N/A
15 120 $466 $535 122 $580 $730 8 $875 $875
16 N/A N/A N/A N/A N/A N/A N/A N/A N/A
17 N/A N/A X/X X/X X/X X/X X/X X/X X/X
22 N/A N/A N/A 396 $670 $865 N/A N/A N/A
23 40 $741 $835 128 $858 $960 24 $959 $960
25 93 $994 $994 52 $1,325 $1,325 21 $1,646 $1,646
00 X/X X/X X/X X/X X/X X/X X/X X/X N/A
28 N/A N/A X/X X/X X/X X/X X/X X/X X/X
30 N/A N/A X/X X/X X/X X/X X/X X/X X/X
32 15 $828 $915 24 $1,002 $1,295 12 $1,308 $1,340
34 N/A N/A N/A 169 $465 $585 21 $564 $675
35 43 $476 $575 131 $496 $625 2 $525 $625
36 11 $495 $600 25 $507 $585 N/A N/A N/A
38 112 $464 $499 154 $574 $629 16 $751 $789
39 N/A N/A X/X X/X X/X X/X X/X X/X X/X
41 96 $542 $680 64 $693 $799 N/A N/A N/A
44 N/A N/A X/X X/X X/X X/X X/X X/X X/X
49 N/A N/A X/X X/X X/X X/X X/X X/X X/X
51 N/A N/A X/X X/X X/X X/X X/X X/X X/X
53 N/A N/A X/X X/X X/X X/X X/X X/X X/X
56 N/A N/A X/X X/X X/X X/X X/X X/X X/X
57 53 $502 $575 73 $641 $690 13 $703 $725
58 N/A N/A N/A N/A N/A N/A N/A N/A N/A
59 N/A N/A X/X X/X X/X X/X X/X X/X X/X
62 N/A N/A X/X X/X X/X X/X X/X X/X X/X
65 N/A N/A N/A N/A N/A N/A N/A X/X X/X
00 X/X X/X X/X 42 $692 $750 37 $756 $875
67 22 $565 $615 50 $681 $830 20 $795 $1,000
00 X/X X/X X/X X/X X/X X/X X/X X/X N/A
75 N/A N/A X/X X/X X/X X/X X/X X/X X/X
76
76a 18 $639 $700 12 $782 $850 X/X X/X X/X
00x X/X X/X X/X 22 $766 $800 X/X X/X X/X
00x X/X X/X X/X 8 $765 $790 4 $850 $875
76d 1 $700 $700 1 $780 $780 3 $942 $975
78 N/A N/A X/X X/X X/X X/X X/X X/X X/X
79 112 $329 $380 128 $415 $465 N/A N/A N/A
80 4 $1,039 $1,250 1 $1,400 $1,400 N/A N/A N/A
83 25 $395 $395 87 $499 $560 4 $545 $545
84 N/A N/A N/A N/A N/A N/A N/A N/A N/A
88 N/A N/A X/X X/X X/X X/X X/X X/X X/X
89 N/A N/A X/X X/X X/X X/X X/X X/X X/X
91 N/A N/A X/X X/X X/X X/X X/X X/X X/X
94 N/A N/A X/X X/X X/X X/X X/X X/X X/X
95 N/A N/A X/X X/X X/X X/X X/X X/X X/X
96 N/A N/A X/X X/X X/X X/X X/X X/X X/X
97 N/A N/A X/X X/X X/X X/X X/X X/X X/X
101 86 $332 $425 59 $427 $475 8 $600 $600
000 X/X X/X X/X X/X X/X X/X X/X X/X X/X
106 N/A N/A X/X X/X X/X X/X X/X X/X X/X
109 N/A N/A X/X X/X X/X X/X X/X X/X X/X
110 68 $420 $435 49 $559 $590 4 $649 $650
000 X/X X/X X/X X/X X/X X/X X/X X/X X/X
112 N/A N/A X/X X/X X/X X/X X/X X/X X/X
116 N/A N/A X/X X/X X/X X/X X/X X/X X/X
118 N/A N/A X/X X/X X/X X/X X/X X/X X/X
119 N/A N/A X/X X/X X/X X/X X/X X/X X/X
121 N/A N/A N/A 60 $471 $600 X/X X/X X/X
000 X/X X/X X/X X/X X/X X/X X/X X/X X/X
133 20 $386 $395 28 $444 $495 N/A N/A N/A
138 37 $401 $450 43 $510 $600 4 $676 $679
139 13 $688 $860 2 $865 $875 N/A N/A N/A
145 N/A N/A X/X X/X X/X X/X X/X X/X X/X
146 15 $502 $535 17 $580 $650 X/X X/X X/X
000 X/X X/X X/X X/X X/X X/X X/X X/X X/X
152 N/A N/A N/A 9 $657 $750 8 $763 $1,000
000 X/X X/X X/X X/X X/X X/X X/X X/X X/X
157 N/A N/A X/X X/X X/X X/X X/X X/X X/X
Subject Subject Subject Subject Subject Subject
4 BR 4 BR 4 BR 5 BR 5BR 5 BR
# Units Avg. Rent Max. Rent Units Avg. Rent Max. Rent
0 X/X X/X X/X X/X X/X X/X
0 X/X X/X X/X X/X X/X X/X
3
3a N/A N/A N/A N/A N/A N/A
3b N/A N/A N/A N/A N/A N/A
3c N/A N/A N/A N/A N/A N/A
4 N/A N/A N/A N/A N/A N/A
5 N/A N/A N/A N/A N/A N/A
0 X/X X/X X/X X/X X/X X/X
7
7a N/A N/A N/A N/A N/A N/A
7b N/A N/A N/A N/A N/A N/A
7c N/A N/A N/A N/A N/A N/A
7d N/A N/A N/A N/A N/A N/A
7e N/A N/A N/A N/A N/A N/A
7f N/A N/A N/A X/X X/X X/X
0x X/X X/X X/X X/X N/A N/A
8 N/A N/A N/A N/A N/A N/A
9 N/A N/A N/A N/A N/A N/A
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
25 1 $1,646 $1,646 1 $1,646 $1,646
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
66 8 $827 $950 X/X X/X X/X
00 X/X X/X X/X X/X N/A N/A
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
76
76a N/A N/A N/A N/A N/A N/A
76b N/A N/A N/A N/A N/A N/A
00x X/X X/X X/X X/X X/X X/X
00x 3 $1,312 $1,325 X/X X/X X/X
00 X/X X/X X/X X/X N/A N/A
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
00 X/X X/X X/X X/X X/X X/X
000 X/X X/X X/X X/X X/X X/X
000 X/X X/X X/X X/X X/X X/X
000 X/X X/X X/X X/X X/X X/X
000 X/X X/X X/X X/X X/X X/X
000 X/X X/X X/X X/X X/X X/X
000 X/X X/X X/X X/X X/X X/X
000 X/X X/X X/X X/X X/X X/X
000 X/X X/X X/X X/X X/X X/X
000 X/X X/X X/X X/X X/X X/X
000 X/X X/X X/X X/X X/X X/X
000 X/X X/X X/X X/X X/X X/X
000 X/X X/X X/X X/X X/X X/X
000 X/X X/X X/X X/X X/X X/X
000 X/X X/X X/X X/X X/X X/X
000 X/X X/X X/X X/X X/X X/X
000 X/X X/X X/X X/X X/X X/X
000 X/X X/X X/X X/X X/X X/X
000 X/X X/X X/X X/X X/X X/X
152 2 $730 $800 X/X X/X X/X
000 X/X X/X X/X X/X N/A N/A
000 X/X X/X X/X X/X X/X X/X
Major Major Major
Tenant #1 Tenant #1 Tenant #1 Lease
# Name Sq. Ft. Expiration Date
1 Mega Movies 49,313 1/31/2020
2 Corporation for National Service 110,601 10/31/2014
3
3a N/A N/A N/A
3b N/A N/A N/A
3c N/A N/A N/A
4 MTA 59,000 12/31/2009
5 Bed Bath & Beyond 127,441 1/31/2010
6 Angelika Theaters 27,125 6/30/2014
7
0x X/X X/X X/X
0x X/X X/X X/X
0x X/X N/A N/A
7d N/A N/A N/A
7e N/A N/A N/A
7f N/A X/X X/X
0x X/X X/X X/X
0 XX Maxx 28,000 1/31/2009
9 Bay Furniture 36,000 4/30/2006
10 Wachovia Securities, LLC 10,328 12/31/2013
11 Boscov's (Ground Lease) 183,000 10/31/2009
12 Circuit City 32,995 3/31/2010
14 X/X X/X X/X
00 X/X X/X X/X
16 Chammps Entertainment, Inc. 9,800 8/31/2017
17 TriNet Employer Group 48,693 4/14/2017
22 X/X X/X X/X
00 X/X X/X X/X
25 N/A N/A N/A
26 Xxxxx Danfoss 12,612 5/31/2009
28 XO Communications, Inc. 35,704 6/30/2007
30 Voicestream Wireless Corporation 69,287 1/23/2017
32 Raptors Grille 5,233 1/23/2008
34 X/X X/X X/X
00 X/X X/X X/X
36 N/A N/A N/A
38 N/A N/A N/A
39 Delta Airlines 49,650 9/18/2018
41 N/A N/A N/A
44 Egret Bay Ballroom 9,045 11/30/2007
49 Simic 3,757 4/30/2009
51 Canton Bistro 3,840 2/11/2014
53 Dollar Tree 10,200 1/31/2009
56 Captrust 12,605 12/31/2010
57 N/A N/A N/A
58 Lincoln Pro Baseball, Inc. 4,733 2/3/2006
59 Food Lion 28,657 12/31/2023
62 Food Lion 33,807 5/31/2024
65 X/X X/X X/X
00 X/X X/X X/X
67 N/A N/A N/A
71 Price Chopper 36,147 1/31/2013
75 X/X X/X X/X
00
00x X/X X/X N/A
76b N/A N/A N/A
76c N/A N/A N/A
76d N/A N/A N/A
78 Petco 13,768 1/31/2014
79 N/A N/A N/A
80 Mission Smoke Shop 1,800 7/31/2012
83 N/A N/A N/A
84 N/A N/A N/A
88 Food Lion 28,842 12/31/2022
89 Advanced Fresh Concepts 1,671 11/30/2012
91 University Health Systems 22,310 2/28/2014
94 Xxxx Xxxx, DDS 1,496 5/31/2010
95 Azteca 5,740 11/30/2008
96 CSk Auto 6,390 1/1/2009
97 Cato Corporation 3,900 4/30/2014
101 N/A N/A N/A
000 X/X X/X X/X
000 Xxxxx xx Xxxxxxx 3,636 5/31/2008
109 Xxxxx Foods, Inc. 13,830 5/31/2012
000 X/X X/X X/X
000 Xxxx Xxxxxx Family Medical 5,400 8/31/2006
112 Teloloapan Meat Market 9,200 1/31/2011
116 Razor's Edge Motor Sports, Inc. 5,775 6/30/2005
000 X/X X/X X/X
119 Xxxxxxxxxxx Xxxxxxxx Inc. 2,300 1/31/2012
000 X/X X/X X/X
125 Bank One 3,875 1/31/2013
000 X/X X/X X/X
000 X/X X/X X/X
000 Xxxxxxx Xxxxxxx Title, Inc. 4,600 10/31/2004
145 California Stop 1,965 11/30/2006
000 X/X X/X X/X
151 Interim Healthcare 1,200 1/20/2007
000 X/X X/X X/X
153 Quiznos Subs 1,680 9/30/2013
000 X/X X/X X/X
Major Major Major
Tenant #2 Tenant #2 Tenant #2 Lease
# Name Sq. Ft. Expiration Date
1 Xxxxxx & Xxxxx 24,833 7/31/2009
2 GSA - Department of Homeland Security 68,963 2/1/2009
3
0x X/X X/X X/X
0x X/X X/X X/X
0x X/X N/A N/A
4 Cranston Printworks 29,200 6/30/2009
5 24-Hour Fitness 41,601 8/31/2015
6 Column Financial, Inc. 14,637 2/12/2010
7
0x X/X X/X X/X
0x X/X X/X X/X
0x X/X N/A N/A
7d N/A N/A N/A
7e N/A X/X X/X
0x X/X X/X X/X
0x X/X X/X X/X
0 Office Max, Inc. 23,500 1/31/2014
9 Big Lots 21,333 1/31/2006
00 Xxxxxxxxx Xxxxxxx Partners, LLC 7,463 5/31/2014
11 K-Mart (Ground Lease) 117,521 8/31/2019
12 Bally Total Fitness 25,000 6/30/2015
14 X/X X/X X/X
00 X/X X/X X/X
16 Bin 36 8,990 9/30/2012
17 Xxxxxx Foundation Health Inc. 24,715 2/28/2008
22 X/X X/X X/X
00 X/X X/X X/X
25 N/A N/A N/A
26 Intelligent Office 6,598 2/28/2012
28 IP Mobilenet, Inc. 13,581 12/31/2007
30 X/X X/X X/X
00 Xxxx Xxxxxxx Family Medicine 5,040 8/31/2008
34 X/X X/X X/X
00 X/X X/X X/X
36 N/A N/A N/A
38 N/A N/A N/A
39 N/A N/A N/A
41 N/A N/A N/A
44 West Marine 9,045 7/31/2007
49 JDE Gallery 2,512 9/30/2006
51 Xxxxxxx Mattress 3,840 7/28/2016
53 Hollywood Video 6,300 12/31/2013
56 Rivercrest Realty 6,182 1/31/2009
57 N/A N/A N/A
58 Lincoln Physical Therapy 4,260 9/2/2008
59 Family Dollar 8,000 12/31/2013
62 Family Dollar 8,040 12/31/2013
65 X/X X/X X/X
00 X/X X/X X/X
67 N/A N/A N/A
71 Bowling Green 19,466 5/31/2013
75 X/X X/X X/X
00
00x X/X X/X N/A
76b N/A N/A N/A
76c N/A N/A N/A
76d X/X X/X X/X
00 Xxxxxxxxxx Xxxxxxx xx Xxxxxxx 3,392 3/31/2007
79 N/A N/A N/A
80 Order Express 840 9/7/2006
83 X/X X/X X/X
00 X/X X/X X/X
88 Dollar General 7,200 2/28/2012
89 Jamba Juice 1,450 11/30/2007
91 N/A N/A N/A
94 Xx. Xxxxx Xxxx, MD 1,315 9/30/2014
95 X. Xxxxxx'x 4,684 12/31/2008
96 Goodyear Tire 5,333 12/1/2005
97 Payless Shoesource 2,600 6/30/2009
000 X/X X/X X/X
000 X/X X/X X/X
106 Accounts Receivable Mgmt. Inc. 3,340 6/30/2005
109 Sharks Fish & Chicken 79, LLC 2,750 3/31/2007
000 X/X X/X X/X
000 Xxxxxxx Xxxxxxx Heart 4,103 10/31/2006
000 Xx Xxxxx Restaurant 4,000 3/31/2010
116 Tru-Tec Auto & Alignment 3,850 5/31/2004
118 N/A N/A N/A
119 Xxxxxx Xxxxxx 2,300 7/31/2017
000 X/X X/X X/X
000 Xxxxxxx SMSA Limited Partnership 2,000 8/31/2008
000 X/X X/X X/X
000 X/X X/X X/X
139 Xxxxxx Development 2,400 12/31/2016
145 Subway 1,374 3/31/2009
000 X/X X/X X/X
151 Minuteman Press 1,000 4/30/2008
000 X/X X/X X/X
153 Celsius Tan 1,560 5/31/2009
000 X/X X/X X/X
Major Major Major Initial
Tenant #3 Tenant #3 Tenant #3 Lease Other
# Name Sq. Ft. Expiration Date Reserve
1 Old Navy Clothing Co. 15,856 1/31/2009 $0
2 Xxxxx & Xxxxxx LLP 34,335 3/31/2015 $5,800,000
3 $10,417
0x X/X X/X X/X
0x X/X X/X X/X
0x X/X N/A N/A
4 Value City Stores 15,697 3/31/2008 $0
5 Xxxxxx Xxxx Music Company 20,039 1/31/2009 $0
6 Marriott International 14,600 10/31/2007 $1,993,803
7 $0
0x X/X X/X X/X
0x X/X X/X X/X
0x X/X N/A N/A
7d N/A N/A N/A
7e N/A N/A N/A
7f X/X X/X X/X
0x X/X X/X X/X
8 Petco Animal Supplies, Inc. 18,810 1/31/2009 $0
9 Sears Xxxxxxx and Co. 21,069 10/17/2005 $0
00 Xxxxxx Xxxxxxx XX, Inc. 7,324 5/31/2012 $0
11 X.X. Penney (Ground Lease) 49,802 10/31/2009 $0
12 Long's Drug Store (Ground Lease) 24,650 2/28/2007 $0
14 N/A N/A N/A $250,000
15 N/A N/A N/A $525,000
16 Putting Edge 8,749 4/30/2012 $0
17 Every Child Counts (ECC) 19,101 4/30/2013 $0
22 X/X X/X X/X x0
00 X/X X/X X/X $0
25 N/A N/A N/A $0
26 Calpine Corporation 6,213 3/31/2009 $0
28 Westec Interactive Security 12,880 6/30/2008 $0
30 N/A N/A N/A $0
32 Avalon Associates 3,000 12/31/2010 $0
34 N/A N/A N/A $0
35 N/A N/A N/A $0
36 N/A N/A N/A $0
38 N/A N/A N/A $0
39 N/A N/A N/A $0
41 N/A N/A N/A $0
44 Half Price Books 7,137 1/31/2007 $0
49 Democracy 2,320 7/31/2007 $0
51 Nextel 1,920 12/28/2010 $0
53 Shoe Show 5,200 3/31/2009 $0
56 Capital Bank 3,960 12/31/2010 $0
57 N/A N/A N/A $0
58 Lincoln Bicycle Company 4,260 5/31/2007 $0
59 Video Hut 4,200 1/31/2009 $100,000
62 Mexican Restaurant 2,800 6/15/2009 $0
65 N/A N/A N/A $0
66 N/A N/A N/A $0
67 N/A N/A N/A $0
71 Goodwill Industries 15,210 2/28/2007 $0
75 N/A N/A N/A $0
76 $0
00x X/X X/X X/X
00x X/X X/X X/X
76c N/A N/A N/A
76d N/A N/A N/A
78 Word of Truth Ministries 3,375 7/14/2005 $0
79 N/A N/A N/A $0
80 Xxxx, Xxxx Xxxx 765 8/31/2007 $0
83 N/A N/A N/A $0
84 N/A N/A N/A $0
88 M.G. Midwest, Inc. 3,600 2/12/2010 $0
89 Exoticar 1,400 5/31/2006 $0
91 N/A N/A N/A $0
00 Xxxxx, Xxxxx, Xxxxxxxx, M.D.s 1,189 2/29/2014 $24,464
95 Xxxxxxx Dry Cleaners 3,400 12/31/2011 $0
96 Arby's 2,100 8/1/2007 $0
97 Xxxxxxxx'x, Inc. 1,750 5/31/2009 $0
000 X/X X/X X/X $0
000 X/X X/X X/X $0
106 Buy Kontrol Mortgage 1,656 3/31/2005 $0
109 Nationwide Mutual Insurance Company 1,000 4/30/2007 $0
000 X/X X/X X/X $0
111 Xxxxxxxx Dermatology 2,700 10/31/2005 $0
112 Laguna Laundry 4,000 3/31/2009 $15,000
116 Xxxxxx Window Wear 3,850 4/30/2007 $0
000 X/X X/X X/X $0
119 Xxxxx Xxxxxxx Photography, Inc 2,300 5/31/2013 $75,000
000 X/X X/X X/X $0
125 Subway Real Estate Corp. 1,050 5/31/2012 $0
000 X/X X/X X/X $0
138 N/A N/A N/A $0
139 Zena's Hair 2,190 3/31/2005 $0
145 Sign Depot 839 3/31/2007 $0
000 X/X X/X X/X $0
151 E Nails 750 10/31/2005 $0
000 X/X X/X X/X $0
153 Pride Cleaners 1,560 8/31/2008 $0
000 X/X X/X X/X $0
Initial Other
Reserve
# Description
1 N/A
2 Free Rent Reserve
3 Ground Rent Reserve
3a
3b
3c
4 N/A
5 N/A
6 Vacancy Reserve ($1,018,000), Specific Tenant Reserve ($812,803), Xxxxxxx Homes Reserve ($163,000)
7 X/X
0x
0x
0x
0x
0x
0x
0x
0 X/X
0 N/A
10 N/A
11 N/A
12 N/A
14 Renovation Reserve
15 Initial Renovation Reserve
16 N/A
17 N/A
22 N/A
23 N/A
25 N/A
26 N/A
28 N/A
30 N/A
32 N/A
34 N/A
35 N/A
36 N/A
38 N/A
39 N/A
41 N/A
44 N/A
49 N/A
51 N/A
53 N/A
56 N/A
57 N/A
58 N/A
59 Special Tenant Reserve
62 N/A
65 N/A
66 N/A
67 N/A
71 N/A
75 N/A
76 N/A
76a
76b
76c
76d
78 N/A
79 N/A
80 N/A
83 N/A
84 N/A
88 N/A
89 N/A
91 N/A
94 Tenant Rent Reserve ($18,376.00); Termite Reserve ($3,587.50); Finishing Reserve ($2,500.00)
95 N/A
96 N/A
97 N/A
101 N/A
103 N/A
106 N/A
109 N/A
110 N/A
111 N/A
112 Insurance Deductible Reserve
116 N/A
118 N/A
119 Lease Holdback Reserve
121 N/A
125 N/A
133 N/A
138 N/A
139 N/A
145 N/A
146 N/A
151 N/A
152 N/A
153 N/A
157 N/A
Contractual Contractual Letter
Other Other Reserve Letter of of Credit
# Reserve Description Credit Description
1 $0 N/A $0 N/A
2 $0 N/A $0 N/A
3 $10,417 Ground Rent Reserve $0 N/A
3a
3b
3c
4 $0 N/A $0 N/A
5 $0 N/A $0 N/A
6 $0 N/A $0 N/A
7 $0 N/A $0 N/A
7a
7b
7c
7d
7e
7f
7g
8 $0 N/A $0 N/A
9 $0 N/A $0 N/A
10 $0 N/A $297,000 TILC LOC
11 $0 N/A $0 N/A
12 $0 N/A $0 N/A
14 $0 N/A $0 N/A
15 $0 N/A $0 N/A
16 $0 N/A $0 N/A
17 $0 N/A $700,000 Tri-Net Security Deposit LOC
22 $0 N/A $0 N/A
23 $0 N/A $250,000 Release upon: i) DSCR >= 1.22, ii) no event of default
25 $0 N/A $0 N/A
26 $0 N/A $0 N/A
28 $0 N/A $0 N/A
30 $0 N/A $0 N/A
32 $0 N/A $0 N/A
34 $0 N/A $0 N/A
35 $0 N/A $0 N/A
36 $0 N/A $0 N/A
38 $0 N/A $0 N/A
39 $0 N/A $2,500,000 Delta Airlines Tenant Security LOC
41 $0 N/A $0 N/A
44 $0 N/A $0 N/A
49 $0 N/A $0 N/A
51 $0 N/A $0 N/A
53 $0 N/A $0 N/A
56 $0 N/A $0 N/A
57 $0 N/A $0 N/A
58 $0 N/A $0 N/A
59 $0 N/A $0 N/A
62 $0 N/A $0 N/A
65 $0 N/A $0 N/A
66 $0 N/A $0 N/A
67 $0 N/A $0 N/A
71 $0 N/A $0 N/A
75 $0 N/A $0 N/A
76 $0 N/A $0 N/A
76a
76b
76c
76d
78 $0 N/A $0 N/A
79 $0 N/A $0 N/A
80 $0 N/A $0 N/A
83 $0 N/A $0 N/A
84 $0 N/A $0 N/A
88 $0 N/A $0 N/A
89 $0 N/A $0 N/A
91 $0 N/A $0 N/A
94 $0 N/A $0 N/A
95 $0 N/A $0 N/A
96 $0 N/A $0 N/A
97 $0 N/A $0 N/A
101 $0 N/A $0 N/A
103 $0 N/A $0 N/A
106 $0 N/A $0 N/A
109 $0 N/A $0 N/A
110 $0 N/A $0 N/A
111 $0 N/A $0 N/A
112 $0 N/A $0 N/A
116 $0 N/A $0 N/A
118 $0 N/A $0 N/A
119 $0 N/A $0 N/A
121 $0 N/A $0 N/A
125 $0 N/A $0 N/A
133 $0 N/A $0 N/A
138 $0 N/A $0 N/A
139 $0 N/A $0 N/A
145 $0 N/A $0 N/A
146 $0 N/A $0 N/A
151 $0 N/A $0 N/A
152 $0 N/A $0 N/A
153 $0 N/A $0 N/A
157 $0 N/A $0 N/A
Earnout
Earnout Reserve
# Reserve Description
1 $0 N/A
2 $0 N/A
3 $0 N/A
3a
3b
3c
4 $0 N/A
5 $0 N/A
6 $3,000,000 Release upon: i) no event of default, ii) DSCR >= 1.25, iii) after 2/25/2005:
LTV <= 65% after obtaining updated appraisal
7 $0 N/A
7a
7b
7c
7d
7e
7f
7g
8 $0 N/A
9 $0 N/A
10 $0 N/A
11 $0 N/A
12 $0 N/A
14 $0 N/A
15 $0 N/A
16 $0 N/A
17 $0 N/A
22 $0 N/A
23 $0 N/A
25 $0 N/A
26 $0 N/A
28 $0 N/A
30 $0 N/A
32 $500,000 Release upon: i) occupancy >= a) 89% for retail and office space and b) 90% for multifamily space,
ii) annual rents >= $1,248,000 ($57,400/mo. retail; $46,500/mo. multifamily) and iii) no adverse changes to the
properties rent roll
34 $0 N/A
35 $0 N/A
36 $0 N/A
38 $0 N/A
39 $0 N/A
41 $0 N/A
44 $0 N/A
49 $350,000 Release upon: i) DSCR >= 1.75, ii) no adverse changes to rent roll for any tenant and
iii) suite K/L is open for business and paying rent
51 $0 N/A
53 $0 N/A
56 $0 N/A
57 $0 N/A
58 $0 N/A
59 $270,000 Release upon: i) occupancy >= 96%, ii) executed leases with aggregate base rent of
$498,000 for at least 3 years
62 $0 N/A
65 $0 N/A
66 $0 N/A
67 $0 N/A
71 $0 N/A
75 $0 N/A
76 $0 N/A
76a
76b
76c
76d
78 $0 N/A
79 $0 N/A
80 $0 N/A
83 $0 N/A
84 $0 N/A
88 $0 N/A
89 $0 N/A
91 $0 N/A
94 $0 N/A
95 $0 N/A
96 $550,000 Release upon: execution of replacement lease on 2,010 sf at $28 psf
97 $0 N/A
101 $0 N/A
103 $0 N/A
106 $0 N/A
109 $0 N/A
110 $0 N/A
111 $0 N/A
112 $0 N/A
116 $0 N/A
118 $0 N/A
119 $0 N/A
121 $0 N/A
125 $0 N/A
133 $0 N/A
138 $0 N/A
139 $0 N/A
145 $0 N/A
146 $0 N/A
151 $0 N/A
152 $0 N/A
153 $0 N/A
157 $0 N/A
Additional Additional
Collateral Collateral
# Amount Event Date
1 N/A N/A
2 N/A N/A
3 X/X X/X
0x
0x
0x
0 X/X X/X
5 N/A N/A
6 $3,000,000 6/25/2006
7 N/A N/A
7a
7b
7c
7d
7e
7f
7g
8 N/A N/A
9 N/A N/A
10 N/A N/A
11 N/A N/A
12 N/A N/A
14 N/A N/A
15 N/A N/A
16 N/A N/A
17 X/X X/X
00 X/X X/X
23 $250,000 8/15/2005
25 X/X X/X
00 X/X X/X
28 X/X X/X
00 X/X X/X
32 $500,000 7/1/2005
34 X/X X/X
00 X/X X/X
00 X/X X/X
38 N/A N/A
39 N/A N/A
41 X/X X/X
00 X/X X/X
49 $350,000 11/25/2004
51 X/X X/X
00 X/X X/X
00 X/X X/X
57 X/X X/X
00 X/X X/X
59 $270,000 7/7/2005
62 X/X X/X
00 X/X X/X
00 X/X X/X
67 N/A N/A
71 N/A N/A
75 X/X X/X
00 X/X X/X
76a
76b
76c
76d
78 X/X X/X
00 X/X X/X
80 N/A N/A
83 N/A N/A
84 N/A N/A
88 N/A N/A
89 N/A N/A
91 N/A N/A
94 X/X X/X
00 X/X X/X
96 $550,000 6/4/2005
97 X/X X/X
000 X/X X/X
103 N/A N/A
000 X/X X/X
000 X/X X/X
000 X/X X/X
000 X/X X/X
000 X/X X/X
000 X/X X/X
118 N/A N/A
000 X/X X/X
000 X/X X/X
125 N/A N/A
000 X/X X/X
000 X/X X/X
000 X/X X/X
000 X/X X/X
000 X/X X/X
000 X/X X/X
000 X/X X/X
000 X/X X/X
157 N/A N/A
Additional
Collateral
# Description
1 N/A
2 N/A
3 N/A
3a
3b
3c
4 N/A
5 N/A
6 Release upon: i) no event of default, ii) DSCR >= 1.25, iii) after 2/25/2005: LTV <= 65% after obtaining updated appraisal
7 X/X
0x
0x
0x
0x
0x
0x
0x
0 X/X
0 N/A
10 N/A
11 N/A
12 N/A
14 N/A
15 N/A
16 N/A
17 N/A
22 N/A
23 Release upon: i) DSCR >= 1.22, ii) no event of default
25 N/A
26 N/A
28 N/A
30 N/A
32 Release upon: i) occupancy >= a) 89% for retail and office space and b) 90% for multifamily space,
ii) annual rents >= $1,248,000 ($57,400/mo. retail; $46,500/mo. multifamily) and iii) no adverse changes to the properties
rent roll or financials
34 N/A
35 N/A
36 N/A
38 N/A
39 N/A
41 N/A
44 N/A
49 Release upon: i) DSCR >= 1.75, ii) no adverse changes to rent roll for any tenant and iii) suite K/L is
open for business and paying rent
51 N/A
53 N/A
56 N/A
57 N/A
58 N/A
59 Release upon: i) occupancy >= 96%, ii) executed leases with aggregate base rent of $498,000 for at least 3 years
62 N/A
65 N/A
66 N/A
67 N/A
71 N/A
75 N/A
76 N/A
76a
76b
76c
76d
78 N/A
79 N/A
80 N/A
83 N/A
84 N/A
88 N/A
89 N/A
91 N/A
94 N/A
95 N/A
96 Release upon: execution of replacement lease on 2,010 sf at $28 psf
97 N/A
101 N/A
103 N/A
106 N/A
109 N/A
110 N/A
111 N/A
112 N/A
116 N/A
118 N/A
119 N/A
121 N/A
125 N/A
133 N/A
138 N/A
139 N/A
145 N/A
146 N/A
151 N/A
152 N/A
153 N/A
157 N/A
Existing Description
Secured Secondary of Existing
# Financing Secured Secondary Financing
1 N/A N/A
2 $25,000,000 Two subordinate notes ($15,000,000 and $10,000,000)
3 N/A N/A
3a
3b
3c
4 $5,000,000 Mezzanine Loan
5 X/X X/X
0 X/X X/X
0 X/X X/X
0x
7b
7c
7d
7e
7f
7g
8 N/A N/A
9 N/A N/A
10 N/A N/A
11 N/A N/A
12 N/A N/A
14 $1,502,500 Mezzanine Loan
15 $1,235,000 Mezzanine Loan
16 N/A N/A
17 $1,348,301 Two subordinated deeds of trust in the amount of $1,348,301 made to secure purchase price of
land when purchased from the RDA
22 N/A N/A
23 N/A N/A
25 N/A N/A
26 N/A N/A
28 N/A N/A
30 N/A N/A
32 N/A N/A
34 N/A N/A
35 N/A N/A
36 N/A N/A
38 N/A N/A
39 N/A N/A
41 N/A N/A
44 N/A N/A
49 N/A N/A
51 N/A N/A
53 $300,000 Secured Note - CBA-Mezzanine Capital Finance, LLC
56 X/X X/X
00 X/X X/X
58 N/A N/A
59 N/A N/A
62 N/A N/A
65 N/A N/A
66 N/A N/A
67 N/A N/A
71 N/A N/A
75 X/X X/X
00 X/X X/X
76a
76b
76c
76d
78 X/X X/X
00 X/X X/X
80 N/A N/A
83 N/A N/A
84 N/A N/A
88 N/A N/A
89 N/A N/A
91 N/A N/A
94 N/A N/A
95 N/A N/A
96 N/A N/A
97 X/X X/X
000 X/X X/X
000 X/X X/X
000 X/X X/X
109 N/A N/A
000 X/X X/X
000 X/X X/X
000 X/X X/X
000 X/X X/X
000 X/X X/X
000 X/X X/X
000 X/X X/X
000 X/X X/X
133 N/A N/A
000 X/X X/X
000 X/X X/X
000 X/X X/X
000 X/X X/X
000 X/X X/X
000 X/X X/X
000 X/X X/X
000 X/X X/X
Initial Recurring Initial
Description Replacement Renovation/Leasing Debt Service
# of Lockbox Reserve Reserve Reserve
-------------------
1 Hard $0 $0 $0
2 Hard $0 $0 $0
3 Springing $0 $0 $0
3a
3b
3c
4 Hard $0 $0 $0
5 Modified $0 $0 $0
6 Springing $0 $0 $325,000
7 N/A $0 $0 $0
0x
0x
0x
0x
0x
0x
0x
0 X/X $0 $0 $0
9 N/A $0 $0 $0
10 Springing $0 $0 $0
11 Springing $0 $0 $0
12 Springing $0 $0 $0
14 Hard $0 $0 $0
15 Hard $0 $0 $0
16 N/A $0 $0 $0
17 Springing $0 $0 $0
22 N/A $250,000 $0 $0
23 N/A $0 $0 $0
25 Springing $486,305 $0 $0
26 N/A $0 $0 $0
28 Springing $0 $0 $0
30 N/A $0 $0 $0
32 N/A $16,500 $0 $0
34 N/A $0 $0 $0
35 N/A $0 $0 $0
36 N/A $0 $0 $0
38 N/A $0 $0 $0
39 Hard $0 $0 $0
41 N/A $0 $0 $0
44 N/A $0 $0 $0
49 N/A $0 $0 $0
51 N/A $0 $0 $0
53 N/A $0 $0 $0
56 N/A $0 $0 $0
57 Springing $2,875 $0 $0
58 N/A $0 $0 $0
59 N/A $0 $0 $0
62 N/A $0 $0 $0
65 N/A $0 $0 $0
66 Springing $0 $0 $0
67 N/A $0 $0 $0
71 N/A $0 $0 $0
75 N/A $0 $0 $0
76 N/A $0 $0 $0
76a
76b
76c
76d
78 Springing $0 $0 $0
79 N/A $120,000 $0 $0
80 N/A $0 $0 $0
83 Springing $0 $0 $0
84 N/A $0 $0 $0
88 N/A $0 $0 $0
89 N/A $0 $0 $0
91 N/A $0 $0 $0
94 N/A $0 $0 $0
95 N/A $0 $0 $0
96 N/A $0 $0 $0
97 N/A $0 $0 $0
101 Springing $0 $0 $0
103 N/A $0 $0 $0
106 N/A $0 $0 $0
109 N/A $0 $0 $0
110 N/A $0 $0 $0
111 N/A $0 $0 $0
112 Springing $0 $0 $0
116 N/A $0 $0 $0
118 N/A $0 $0 $0
119 N/A $0 $0 $0
121 Springing $0 $0 $0
125 N/A $0 $0 $0
133 N/A $0 $0 $0
138 N/A $0 $0 $0
139 N/A $0 $0 $0
145 N/A $0 $0 $0
146 N/A $0 $0 $0
151 N/A $0 $0 $0
152 N/A $0 $0 $0
153 N/A $0 $0 $0
157 N/A $4,550 $0 $0
A The Underlying Mortgage Loans secured by Village Square Shopping Center
and Deerpath Court Shopping Center are cross-collateralized and
cross-defaulted, respectively.
B The Underlying Mortgage Loans secured by Timberlake Apartments and Madison
Pointe Apartments are cross-collateralized and cross-defaulted,
respectively.
C The Underlying Mortgage Loans secured by Xxxxxxxx Portfolio - NRM,
Xxxxxxxx Portfolio - KMP1 and Xxxxxxxx Portfolio - Kaymar are
cross-collateralized and cross-defaulted, respectively.
1 Assumes a Cut-off Date in November 2004.
2 At maturity with respect to Balloon Loans or at the ARD in the case of ARD
Loans. There can be no assurance that the value of any particular
Mortgaged Property will not have declined from the original appraisal
value.
3 In the case of cross-collateralized and cross-defaulted Underlying
Mortgage Loans, the combined LTV is presented for each and every related
Underlying Mortgage Loan.
4 In the case of the ARD Loans, the anticipated repayment date is assumed to
be the maturity date for the purposes of the indicated column.
5 U/W NCF reflects the Net Cash Flow after U/W Replacement Reserves, U/W
LC's and TI's and U/W FF&E. With respect to the Residential Cooperative
Loans, U/W Replacement Reserves/FF&E are captured in U/W Expenses;
however, we show them for presentational purposes only.
6 U/W DSCR is based on the amount of the monthly payments presented. In the
case of cross-collateralized and cross-defaulted Underlying Mortgage Loans
the combined U/W DSCR is presented for each and every related Underlying
Mortgage Loan.
7 Anticipated Repayment Date.
8 Prepayment Provision as of Origination:
Lock/(x) = Lockout or Defeasance for (x) payments
YMA/(y) = Greater of Yield Maintenance Premium and A% Prepayment for (y)
payments
A%/(y) = A% Prepayment for (y) payments
0.0%/(x) = Prepayable at par for (x) payments
9 "Yes" means that defeasance is permitted notwithstanding the Lockout
Period.
SCHEDULE III
MORTGAGE LOANS CONSTITUTING MORTGAGE GROUPS
Cut-off
Loan # Property Name Loan Seller Balance
--------- -------------------------------------- --------------- ------------
--------------------------------------------------------------------------------
Village Square Shopping Center Column $19,500,000
Deerpath Court Shopping Center Column $12,500,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Timberlake Apartments Column $11,555,000
Madison Pointe Apartments Column $7,600,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Xxxxxxxx Portfolio - NRM Column $3,578,741
Xxxxxxxx Portfolio - KMP1 Column $3,280,513
Xxxxxxxx Portfolio - Kaymar Column $745,571
--------------------------------------------------------------------------------
SCHEDULE IV
MORTGAGE LOANS WITH LOST NOTES
None
SCHEDULE V
EXCEPTIONS TO SELLER'S
REPRESENTATIONS AND WARRANTIES
Reference is made to the Representations and Warranties set forth in
Exhibit A attached hereto corresponding to the paragraph numbers set forth
below:
Exception to paragraph (xxiii)
Walnut RV Park
The business interruption insurance only covers a period of four months.
However, the borrower and Xxxx Xxxxxxxx, a general partner (who is reported to
have $8.8 million in assets, $1.2 million of which is liquid, with a $7.4
million net worth), are personally liable for up to 12 months of principal and
interest payments, except to the extent covered by the rent loss insurance.
Xxxxxxxx MHP Portfolio
The borrower is permitted to maintain its current insurance coverage with a
carrier rating of BBB until policy renewal in January 2005, at which time the
borrower must obtain insurance coverage with a carrier rating of at least A-.
Exception to paragraph (xxxi)(E)
Highland Hospitality Portfolio (Portsmouth Renaissance Hotel)
The lender, its successors and assigns are permitted to assign its/their
interest in the ground lease as collateral upon notice to, but without the
consent of the ground lessor. The ground lease itself is further assignable by
the lender, its successors and assigns provided that the following conditions
are satisfied: (i) assignee has a verifiable net worth of not less than 10% of
the then replacement cost of the Portsmouth Renaissance Hotel property, (ii)
assignee is approved by the franchisor under the franchise agreement and by each
leasehold mortgagee to the extent such approvals are contractually required,
(iii) assignee (including any affiliates) has not, and whose officers,
directors, partners or principals, as the case may be, have not been convicted
of a felony and is not know to have engaged in criminal activity or other
activity involving moral turpitude, (iv) assignee (including any affiliates)
does not, as its primary business, own lease or operate any casino or gambling
facility, and (v) assignee does not own or operate a distillery, winery or
brewery or distributorship of alcoholic beverages if such leasing, ownership or
operation might reasonably impair the ability of lessee or operator or their
affiliates to obtain or retain alcoholic beverage licenses for the Portsmouth
Renaissance Hotel property.
Exception to paragraph (xxxvii) and paragraph (xxxviii)
Xxxxxxxx MHP Portfolio
The entities comprising the borrower are permitted to make unsecured loans or
advance funds to each other throughout the loan term so long as such loans or
advances relate solely to the ownership and operation of the Mortgaged Property
and do not exceed $750,000 (including accrued interest) in the aggregate at any
time.
Exception to paragraph (xliii)
The Shops at Legacy
There is approximately $75,000 pending litigation concerning a construction
dispute involving the borrower. The borrower indemnifies and holds harmless the
lender from and against any cost, loss, damage, expense, injury or claim the
lender may suffer or incur directly or indirectly resulting from the pending
litigation.
Exception to paragraph (liv)
Brunswick Square:
The borrower's liability does not specifically cover "any willful act of
material waste", although the borrower is liable for gross negligence or willful
misconduct.
Avalon Town Center
The borrower is not liable for (i) the misapplication or misappropriation of
rents, insurance proceeds or condemnation awards, (ii) any willful act of
material waste, (iii) any breach of the environmental covenants contained in the
Mortgage Loan Documents and (iv) fraud by the borrower.
Exception to paragraph (lv)
Delta Airlines Building
The Anticipated Repayment Date is five years after the origination of the
Mortgage Loan. The Mortgage Rate increase is 5% above the initial interest rate.
EXHIBIT A
REPRESENTATIONS AND WARRANTIES
REGARDING THE MORTGAGE LOANS
For purposes of these representations and warranties, the phrase "to
the knowledge of Seller" or "to Seller's knowledge" shall mean, except where
otherwise expressly set forth below, the actual state of knowledge of Seller or
any servicer acting on its behalf regarding the matters referred to, in each
case without having conducted any independent inquiry or due diligence with
respect to such matters and without any actual or implied obligation to make
such inquiry or perform such due diligence, other than making such inquiry or
performing such due diligence as would be customarily performed by prudent
commercial or multifamily mortgage lenders or servicers (as the case may be)
with respect to similar mortgage loans or mortgaged properties. All information
contained in documents which are part of or required to be part of a Mortgage
File shall be deemed to be within the knowledge of Seller. Wherever there is a
reference to receipt by, or possession of, Seller of any information or
documents, or to any action taken by Seller or not taken by Seller, such
reference shall include the receipt or possession of such information or
documents by, or the taking of such action or the not taking of such action by,
either Seller or any servicer acting on its behalf.
Seller hereby represents and warrants, subject to the exceptions set
forth in the Exception Report annexed to this Agreement as Schedule V, with
respect to the Mortgage Loans that as of the date hereinbelow specified or, if
no such date is specified, as of the date of this Agreement:
(i) Immediately prior to the sale, transfer and assignment to
Depositor, no Note or Mortgage was subject to any assignment (other than
assignments which show a complete chain of assignment to Seller), participation
or pledge, and Seller had good and marketable title to, and was the sole owner
of, the related Mortgage Loan;
(ii) Each Mortgage Loan was:
(A) originated by a savings and loan association, savings bank,
commercial bank, credit union, or insurance company, which is
supervised and examined by a Federal or State authority, or by
a mortgagee approved by the Secretary of Housing and Urban
Development pursuant to Sections 203 and 211 of the National
Housing Act (any of the foregoing, including Seller, a
"Qualified Originator");
(B) if originated by a person which is not a Qualified Originator
(any such person, a "Non-Qualified Originator"), then:
1. such Mortgage Loan was underwritten in accordance with
standards established by a Qualified Originator, using
application forms and related credit documents approved
by the Qualified Originator;
2. the Qualified Originator approved each application and
related credit documents before a commitment by the
Non-Qualified Originator was issued, and no such
commitment was issued until the Qualified Originator
agreed to fund such Mortgage Loan;
3. the Mortgage Loan was originated by the Non-Qualified
Originator pursuant to an ongoing, standing relationship
with the Qualified Originator; and
4. the closing documents for the Mortgage Loan were
prepared on forms approved by the Qualified Originator,
and, pursuant to the Non-Qualified Originator's ongoing,
standing relationship with the Qualified Originator,
either:
(x) such closing documents reflect the Qualified
Originator as the original mortgagee, and such
Mortgage Loan was actually funded by the Qualified
Originator at the closing thereof;
(y) such closing documents reflect the Non-Qualified
Originator as the original mortgagee, but include
assignment documents executed by the Non-Qualified
Originator in favor of the Qualified Originator at
the time of the closing of the Mortgage Loan,
reflecting the Qualified Originator as the
successor and assign to the Non-Qualified
Originator, and the Mortgage Loan was funded
initially by the Non-Qualified Originator at the
closing thereof and then acquired by the Qualified
Originator from such Non-Qualified Originator; or
(z) such closing documents reflect the Non-Qualified
Originator as the original mortgagee, but include
assignment documents executed by the Non-Qualified
Originator in favor of the Qualified Originator at
the time of the closing of the Mortgage Loan,
reflecting the Qualified Originator as the
successor and assign to the Non-Qualified
Originator, and the Mortgage Loan was funded
initially by the Qualified Originator at the
closing thereof and then acquired by the Qualified
Originator from such Non-Qualified Originator; or
(C) originated by a Qualified Originator or an officer of a
Qualified Originator provided a certificate to the effect that
such Mortgage Loan was originated using the same procedures
that Seller used as a Qualified Originator;
(iii) Seller has full right and authority to sell, assign and
transfer such Mortgage Loan and the assignment to Depositor constitutes a legal,
valid and binding assignment of such Mortgage Loan;
(iv) Seller is transferring such Mortgage Loan free and clear of any
and all liens, pledges, charges or any other interests or security interests of
any nature encumbering such Mortgage Loan, except for interests in servicing
rights created or granted under the Pooling and Servicing Agreement,
subservicing agreements and/or servicing rights purchase agreements being
executed and delivered in connection herewith;
(v) To Seller's knowledge, based on the related borrower's
representations and covenants in the related mortgage loan documents and such
other due diligence as a reasonably prudent commercial mortgage lender would
deem appropriate, the borrower, lessee and/or operator was in possession of all
licenses, permits, and authorizations then required for use of the Mortgaged
Property which were valid and in full force and effect as of the origination
date and, to Seller's actual knowledge, such licenses, permits and
authorizations are still valid and in full force and effect;
(vi) Each related Note, Mortgage, Assignment of Leases (if any) and
other agreement executed by or for the benefit of the related borrower, any
guarantor or their successors or assigns in connection with such Mortgage Loan
is the legal, valid and binding obligation of the related borrower, enforceable
in accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws affecting the
enforcement of creditors' rights or by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at
law); and there is no right of offset, rescission, abatement or diminution or
valid defense or counterclaim available to the related borrower with respect to
such Note, Mortgage, Assignment of Leases and other agreements, except as the
enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws affecting the enforcement of creditors' rights or by
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law);
(vii) The Mortgage File contains an Assignment of Leases, either as
a separate instrument or incorporated into the related Mortgage. Each related
Assignment of Leases creates a valid first priority collateral assignment of, or
a valid first priority lien or security interest in, certain rights under the
related lease or leases, subject only to a license granted to the related
borrower to exercise certain rights and to perform certain obligations of the
lessor under such lease or leases, including the right to operate the related
leased property, except as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting the enforcement
of creditors' rights or by general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law); no
person other than the related borrower owns any interest in any payments due
under such lease or leases that is superior to or of equal priority with the
lender's interest therein;
(viii) Each related assignment of Mortgage from Seller to the
Trustee and related assignment of the Assignment of Leases, if the Assignment of
Leases is a separate document from the Mortgage, is in recordable form (but for
the insertion of the name and address of the assignee and any related recording
information, which is not yet available to Seller), and such assignments and any
assignment of any other agreement executed by or for the benefit of the related
borrower, any guarantor or their successors or assigns in connection with such
Mortgage Loan from Seller to the Trustee constitutes the legal, valid and
binding assignment from Seller to the Trustee, except as the enforcement thereof
may be limited by bankruptcy, insolvency, reorganization, liquidation,
receivership, moratorium or other laws relating to or affecting the enforcement
of creditors' rights or by general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law);
(ix) Since origination (A) except as set forth in the related
Mortgage File, such Mortgage Loan has not been modified, altered, satisfied,
canceled, subordinated or rescinded in whole or in part and (B) each related
Mortgaged Property has not been released, in whole or in part, from the lien of
the related Mortgage in any manner which materially interferes with the security
intended to be provided by such Mortgage;
(x) Each related Mortgage is a valid and enforceable first lien on
the related Mortgaged Property (subject to Permitted Encumbrances (as defined
below)), except as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting the enforcement
of creditors' rights or by general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law), and
except that, in the case of each of the 0000 Xxx Xxxx Xxxxxx Mortgage Loan and
the CBA Mortgage Loans, respectively, the related Mortgage encumbering the
related Mortgaged Property also secures one or more other mortgage loans; and
such Mortgaged Property is free and clear of any mechanics' and materialmen's
liens which are prior to or equal with the lien of the related Mortgage, except
those which are insured against by a lender's title insurance policy (as
described below). A UCC Financing Statement has been filed and/or recorded (or
sent for filing or recording) in all places necessary to perfect a valid
security interest in the personal property necessary to operate the Mortgaged
Property as currently operated; and such security interest is a first priority
security interest, subject to any prior purchase money security interest in such
personal property, any personal property leases applicable to such personal
property and any other security interest in such personal property which do not,
individually or in the aggregate, materially interfere with the security
intended to be provided for such Mortgage Loan. Any security agreement, chattel
mortgage or equivalent document related to and delivered in connection with the
Mortgage Loan establishes and creates a valid and enforceable lien on the
property described therein, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws affecting the
enforcement of creditors' rights or by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at
law). In the case of any Mortgage Loan secured by a hotel, the related loan
documents contain such provisions as are necessary and UCC Financing Statements
have been filed as necessary, in each case, to perfect a valid first priority
security interest in the related operating revenues with respect to such
Mortgaged Property. Notwithstanding the foregoing, no representation is made as
to the perfection of any security interest in rent, operating revenues or other
personal property to the extent that possession or control of such items or
actions other than the filing of UCC Financing Statements are required in order
to effect such perfection;
(xi) Seller has not taken any action that would cause the
representations and warranties made by the related borrower in the related
Mortgage Loan Documents not to be true;
(xii) Seller has no knowledge that the material representations and
warranties made by the related borrower in the related Mortgage Loan Documents
are not true in any material respect;
(xiii) The lien of each related Mortgage is a first priority lien on
the fee or leasehold interest of the related borrower in the principal amount of
such Mortgage Loan or allocated loan amount of the portions of the Mortgaged
Property covered thereby (as set forth in the related Mortgage) after all
advances of principal and is insured by an ALTA lender's title insurance policy
(except that if such policy is yet to be issued, such insurance may be evidenced
by a "marked up" pro forma policy or title commitment in either case marked as
binding and countersigned by the title company or its authorized agent, either
on its face or by an acknowledged closing instruction or escrow letter), or its
equivalent as adopted in the applicable jurisdiction, insuring the named
mortgagee and its successors and assigns (as sole insured) as to such lien,
subject only to (A) the lien of current real property taxes, water charges,
sewer rents and assessments not yet delinquent or accruing interest or
penalties, (B) covenants, conditions and restrictions, rights of way, easements
and other matters of public record, none of which, individually or in the
aggregate, materially interferes with the current use of the Mortgaged Property
or the security intended to be provided by such Mortgage or with the borrower's
ability to pay its obligations when they become due or the value of the
Mortgaged Property, (C) the exceptions (general and specific) and exclusions set
forth in such policy, none of which, individually or in the aggregate,
materially interferes with the current general use of the Mortgaged Property or
materially interferes with the security intended to be provided by such Mortgage
or with the related borrower's ability to pay its obligations when they become
due or the value of the Mortgaged Property, (D) the rights of tenants, as
tenants only, under leases, including subleases, pertaining to the related
Mortgaged Property, (E) if the related Mortgage Loan is cross-collateralized
with any other Mortgage Loan, the lien of the mortgage instrument for that other
Mortgage Loan and (F) if the related Mortgaged Property is a unit in a
condominium, the related condominium declaration (items (A), (B), (C), (D), (E)
and (F) collectively, "Permitted Encumbrances"), and except that, in the case of
each of the 0000 Xxx Xxxx Xxxxxx Mortgage Loan and the CBA Mortgage Loans,
respectively, the related Mortgage encumbering the related Mortgaged Property
also secures one or more other mortgage loans; and with respect to each Mortgage
Loan, such Permitted Encumbrances do not, individually or in the aggregate,
materially interfere with the security intended to be provided by the related
Mortgage, the current principal use of the related Mortgaged Property or the
current ability of the related Mortgaged Property to generate income sufficient
to service such Mortgage Loan; the premium for such policy was paid in full;
such policy (or if it is yet to be issued, the coverage to be afforded thereby)
is issued by a title insurance company licensed to issue policies in the state
in which the related Mortgaged Property is located (unless such state is Iowa)
and is assignable (with the related Mortgage Loan) to Depositor and the Trustee
without the consent of or any notification to the insurer, and is in full force
and effect upon the consummation of the transactions contemplated by this
Agreement; no claims have been made under such policy and Seller has not
undertaken any action or omitted to take any action, and has no knowledge of any
such act or omission, which would impair or diminish the coverage of such
policy;
(xiv) The proceeds of such Mortgage Loan have been fully disbursed
and there is no requirement for future advances thereunder, and no future
advances have been made which are not reflected in the related Mortgage File;
(xv) Except as set forth in a property inspection report or
engineering report prepared in connection with the origination of the Mortgage
Loan, as of the later of the date of origination of such Mortgage Loan or the
most recent inspection of the related Mortgaged Property by Seller, as
applicable, and to the knowledge of Seller as of the date hereof, each related
Mortgaged Property is free of any material damage that would affect materially
and adversely the use or value of such Mortgaged Property as security for the
Mortgage Loan (normal wear and tear excepted). If any of the inspection or
engineering reports referred to above in this paragraph (xv) revealed any
immediate repair items, then one of the following is true: (A) the repairs
and/or maintenance necessary to correct such condition have been completed in
all material respects; (B) an escrow of funds is required or a letter of credit
was obtained in an amount reasonably estimated to be sufficient to complete the
repairs and/or maintenance necessary to correct such condition; or (C) the
reasonable estimation at the time of origination of the Mortgage Loan of the
cost to complete the repairs and/or maintenance necessary to correct such
condition represented no more than the greater of (1) $50,000 and (2) 2% of the
value of the related Mortgaged Property as reflected in an appraisal conducted
in connection with the origination of the subject Mortgage Loan; as of the
closing date for each Mortgage Loan and, to Seller's knowledge, as of the date
hereof, there is no proceeding pending for the total or partial condemnation of
such Mortgaged Property that would have a material adverse effect on the use or
value of the Mortgaged Property;
(xvi) Seller has inspected or caused to be inspected each related
Mortgaged Property within the past twelve months, or the originator of the
Mortgage Loan inspected or caused to be inspected each related Mortgaged
Property within three months of origination of the Mortgage Loan;
(xvii) No Mortgage Loan has a shared appreciation feature, any other
contingent interest feature or a negative amortization feature other than the
ARD Loans which may have negative amortization from and after the related
Anticipated Repayment Date;
(xviii) Each Mortgage Loan is a whole loan, and neither the Mortgage
Loan nor the related Mortgage Loan Documents create or grant an equity
participation to the lender or any other party;
(xix) The Mortgage Rate (exclusive of any default interest, late
charges, or prepayment premiums) of such Mortgage Loan complied as of the date
of origination with, or was exempt from, applicable state or federal laws,
regulations and other requirements pertaining to usury. Except to the extent any
noncompliance did not materially and adversely affect the value of the related
Mortgaged Property, the security provided by the Mortgage or the related
borrower's operations at the related Mortgaged Property, any and all other
requirements of any federal, state or local laws, including, without limitation,
truth-in-lending, real estate settlement procedures, equal credit opportunity or
disclosure laws, applicable to such Mortgage Loan have been complied with as of
the date of origination of such Mortgage Loan;
(xx) Neither Seller nor, to Seller's knowledge, any originator,
committed any fraudulent acts during the origination process of any Mortgage
Loan and the origination, servicing and collection of each Mortgage Loan is in
all respects legal, proper and prudent in accordance with customary commercial
mortgage lending standards, and no other person has been granted or conveyed the
right to service the Mortgage Loans or receive any consideration in connection
therewith, except as provided in the Pooling and Servicing Agreement or any
permitted subservicing agreements and/or servicing rights purchase agreements
being executed and delivered in connection therewith;
(xxi) All taxes and governmental assessments that became due and
owing prior to the date hereof with respect to each related Mortgaged Property
and that are or may become a lien of priority equal to or higher than the lien
of the related Mortgage have been paid or an escrow of funds has been
established and such escrow (including all escrow payments required to be made
prior to the delinquency of such taxes and assessments) is sufficient to cover
the payment of such taxes and assessments;
(xxii) All escrow deposits and payments required pursuant to each
Mortgage Loan are in the possession, or under the control, of Seller or its
agent and there are no deficiencies (subject to any applicable grace or cure
periods) in connection therewith, all such escrows and deposits are being
conveyed by Seller to Depositor and identified as such with appropriate detail,
and any and all requirements for the disbursement of any such escrows have been
complied with in all material respects;
(xxiii) Each related Mortgaged Property is insured by a fire and
extended perils insurance policy, issued by an insurer meeting the requirements
of the Pooling and Servicing Agreement, in an amount not less than the lesser of
the principal amount of the related Mortgage Loan and the replacement cost (with
no deduction for physical depreciation) and not less than the amount necessary
to avoid the operation of any co-insurance provisions with respect to the
related Mortgaged Property; each related Mortgaged Property is also covered by
business interruption or rental loss insurance which covers a period of not less
than 12 months and comprehensive general liability insurance in amounts
generally required by prudent commercial mortgage lenders for similar
properties; all Mortgaged Properties in California or in a seismic zone 4 or 5
have had a seismic assessment done and earthquake insurance was obtained to the
extent any such Mortgaged Property has a probable maximum loss in the event of
an earthquake of greater than twenty percent (20%) of the replacement value of
the related improvements; if the Mortgaged Property for any Mortgage Loan is
located within Florida or within 25 miles of the coast of North Carolina, South
Carolina, Georgia, Alabama, Mississippi, Louisiana or Texas, then, such
Mortgaged Property is insured by windstorm insurance in an amount at least equal
to the lesser of (i) the outstanding principal balance of such Mortgage Loan and
(ii) 100% of the insurable replacement cost of the improvements located on the
related Mortgaged Property; the Mortgaged Properties securing all of the
Mortgage Loans having a Cut-off Date Principal Balance in excess of $3,000,000
have, as of the date hereof, insurance policies in place with respect to acts of
terrorism or damage related thereto (excluding acts involving nuclear,
biological or chemical terrorism), except any such Mortgage Loans that are
listed on the applicable Exception Report. All premiums on such insurance
policies required to be paid as of the date hereof have been paid; such
insurance policies or the related insurance certificates require prior notice to
the insured of reduction in coverage, termination or cancellation, and no such
notice has been received by Seller; such insurance names the lender under the
Mortgage Loan and its successors and assigns as a named or additional insured;
each related Mortgage Loan obligates the related borrower to maintain all such
insurance and, at such borrower's failure to do so, authorizes the lender to
maintain such insurance at the borrower's cost and expense and to seek
reimbursement therefor from such borrower;
(xxiv) There is no monetary default, breach, violation or event of
acceleration existing under the related Mortgage Loan. To Seller's knowledge,
there is no (A) non-monetary default, breach, violation or event of acceleration
existing under the related Mortgage Loan or (B) event (other than payments due
but not yet delinquent) which, with the passage of time or with notice and the
expiration of any grace or cure period, would constitute a default, breach,
violation or event of acceleration, which default, breach, violation or event of
acceleration, in the case of either (A) or (B), would materially and adversely
affect the use or value of the Mortgage Loan or the related Mortgaged Property.
Notwithstanding the foregoing, this representation and warranty does not address
or otherwise cover any default, breach, violation or event of acceleration that
specifically pertains to any matter otherwise covered by any other
representation or warranty made by Seller elsewhere in this Exhibit A or the
Exception Report;
(xxv) No Mortgage Loan has been more than 30 days delinquent in
making required payments since origination and as of the Cut-off Date no
Mortgage Loan is 30 or more days delinquent in making required payments;
(xxvi) (A) Each related Mortgage contains provisions so as to render
the rights and remedies of the holder thereof adequate for the practical
realization against the Mortgaged Property of the principal benefits of the
security, including realization by judicial or, if applicable, non-judicial
foreclosure or, subject to applicable state law requirements, appointment of a
receiver, and (B) there is no exemption available to the borrower which would
interfere with such right to foreclose, except, in the case of either (A) or
(B), as the enforcement of the Mortgage may be limited by bankruptcy,
insolvency, reorganization, moratorium, redemption or other laws affecting the
enforcement of creditors' rights or by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at
law). No borrower is a debtor in a state or federal bankruptcy or insolvency
proceeding;
(xxvii) At origination, each borrower represented and warranted in
all material respects that to its knowledge, except as set forth in certain
environmental reports and, except as commonly used in the operation and
maintenance of properties of similar kind and nature to the Mortgaged Property,
in accordance with prudent management practices and applicable law, and in a
manner that does not result in any contamination of the Mortgaged Property, it
has not used, caused or permitted to exist and will not use, cause or permit to
exist on the related Mortgaged Property any hazardous materials in any manner
which violates federal, state or local laws, ordinances, regulations, orders,
directives or policies governing the use, storage, treatment, transportation,
manufacture, refinement, handling, production or disposal of hazardous materials
or other environmental laws; and the related borrower agreed to indemnify,
defend and hold the mortgagee and its successors and assigns harmless from and
against losses, liabilities, damages, injuries, penalties, fines, expenses, and
claims of any kind whatsoever (including attorneys' fees and costs) paid,
incurred or suffered by, or asserted against, any such party resulting from a
breach of the foregoing representations, warranties or covenants given by the
borrower in connection with such Mortgage Loan. A Phase I environmental report
(or, with respect to residential cooperative loans with an original principal
balance of $350,000 or less, a transaction screen meeting ASTM standards) and,
with respect to certain Mortgage Loans, a Phase II environmental report was
conducted by a reputable independent environmental consulting firm in connection
with such Mortgage Loan, which report (or transaction screen) did not indicate
any material non-compliance with applicable environmental laws or material
existence of hazardous materials or, if any material non-compliance or material
existence of hazardous materials was indicated in any such report (or
transaction screen), then at least one of the following statements is true: (A)
funds reasonably estimated to be sufficient to cover the cost to cure any
material non-compliance with applicable environmental laws or material existence
of hazardous materials have been escrowed by the related borrower and held by
the related mortgagee; (B) if the environmental report recommended an operations
and maintenance plan, but not any material expenditure of funds, an operations
and maintenance plan has been required to be obtained by the related borrower;
(C) the environmental condition identified in the related environmental report
was remediated or abated in all material respects prior to the date hereof; (D)
a no further action or closure letter was obtained from the applicable
governmental regulatory authority (or the environmental issue affecting the
related Mortgaged Property was otherwise listed by such governmental authority
as "closed"); (E) such conditions or circumstances identified in the Phase I
environmental report were investigated further and based upon such additional
investigation, an environmental consultant recommended no further investigation
or remediation; (F) a party unrelated to the borrower with financial resources
reasonably estimated to be adequate to cure the condition or circumstance
provided a guaranty or indemnity to the related borrower to cover the costs of
any required investigation, testing, monitoring or remediation; (G) the
expenditure of funds reasonably estimated to be necessary to effect such
remediation is not greater than two percent (2%) of the outstanding principal
balance of the related Mortgage Loan; or (H) a lender's environmental insurance
policy was obtained and is a part of the related Mortgage File. Notwithstanding
the preceding sentence, with respect to certain Mortgage Loans with an original
principal balance of less than $3,000,000, no environmental report may have been
obtained, but (in such cases where a Phase I environmental report was not
obtained) a lender's secured creditor impaired property environmental insurance
policy was obtained with respect to each such Mortgage Loan. Each of such
secured creditor impaired property environmental insurance policies is a part of
the related Mortgage File. Each of such environmental insurance policies is in
full force and effect, is in an amount not less than the 100% of the balance of
the related Mortgage Loan, and has a term extending not less than five years
after the maturity date of the related Mortgage Loan; the premiums for such
policies have been paid in full; the Trustee is named as an insured under each
of such policies; and Seller has delivered to the insurer all related
environmental reports in its possession. To Seller's knowledge, in reliance on
the environmental reports referred to in the second sentence of this paragraph
(xxvii) and except as set forth in such environmental reports, each Mortgaged
Property is in material compliance with all applicable federal, state and local
environmental laws, and to Seller's knowledge, no notice of violation of such
laws has been issued by any governmental agency or authority, except, in all
cases, as indicated in such environmental reports or other documents previously
provided to the Rating Agencies; and Seller has not taken any action which would
cause the Mortgaged Property to not be in compliance with all federal, state and
local environmental laws pertaining to environmental hazards;
(xxviii) (1) Each Mortgage Loan contains provisions for the
acceleration of the payment of the unpaid principal balance of such Mortgage
Loan if, without the consent of the holder of the Mortgage (and the Mortgage
requires the mortgagor to pay all fees and expenses associated with obtaining
such consent), the related Mortgaged Property is directly or indirectly
transferred or sold, and (2) except with respect to transfers of certain
interests in the related borrower to persons already holding interests in the
borrower, their family members, affiliated companies and other estate planning
related transfers that satisfy certain criteria specified in the related
Mortgage (which criteria is consistent with the practices of prudent commercial
mortgage lenders) or any transfers in connection with the death or disability of
owners of the borrower or, if the related Mortgaged Property is a residential
cooperative property, transfers of stock of the related borrower in connection
with the assignment of a proprietary lease for a unit in the related Mortgaged
Property by a tenant-shareholder of the related borrower to other persons who by
virtue of such transfers become tenant-shareholders in the related borrower,
each Mortgage Loan also contains the provisions for the acceleration of the
payment of the unpaid principal balance of such Mortgage Loan if, without the
consent of the holder of the Mortgage (and the Mortgage requires the mortgagor
to pay all fees and expenses associated with obtaining such consent), a majority
interest in the related borrower is directly or indirectly transferred or sold;
(xxix) All improvements included in the related appraisal are within
the boundaries of the related Mortgaged Property, except for encroachments onto
adjoining parcels for which Seller has obtained title insurance against losses
arising therefrom or that do not materially and adversely affect the use or
value of such Mortgaged Property. No improvements on adjoining parcels encroach
onto the related Mortgaged Property except for encroachments that do not
materially and adversely affect the value of such Mortgaged Property, the
security provided by the Mortgage, the current use of the Mortgaged Property, or
the related borrower's operations at the Mortgaged Property;
(xxx) The information pertaining to the Mortgage Loans which is set
forth in the Mortgage Loan Schedule attached as an exhibit to this Agreement is
complete and accurate in all material respects as of the dates of the
information set forth therein (or, if not set forth therein, as of the Cut-off
Date);
(xxxi) With respect to any Mortgage Loan where all or any portion of
the estate of the related borrower therein is a leasehold estate under a ground
lease, and the related Mortgage does not also encumber the related lessor's fee
interest in such Mortgaged Property, based upon the terms of the ground lease
and any estoppel received from the ground lessor, Seller represents and warrants
that:
(A) The ground lease or a memorandum regarding such ground lease
has been duly recorded. The ground lease permits the interest
of the lessee to be encumbered by the related Mortgage and
does not restrict the use of the related Mortgaged Property by
such lessee, its successors or assigns in a manner that would
adversely affect the security provided by the related
Mortgage. To Seller's knowledge, there has been no material
change in the terms of the ground lease since its recordation,
except by any written instruments which are included in the
related mortgage file;
(B) The lessor under such ground lease has agreed in a writing
included in the related mortgage file that the ground lease
may not be amended, modified, canceled or terminated without
the prior written consent of the lender and that any such
action without such consent is not binding on the lender, its
successors or assigns;
(C) The ground lease has an original term (or an original term
plus one or more optional renewal terms, which, under all
circumstances, may be exercised, and would be enforceable, by
the lender) that extends not less than 10 years beyond the
amortization term of the related Mortgage Loan;
(D) Based on the title insurance policy (or binding commitment
therefor) obtained by Seller, the ground lease is not subject
to any liens or encumbrances superior to, or of equal priority
with, the Mortgage, subject to Permitted Encumbrances and
liens that encumber the ground lessor's fee interest;
(E) Under the terms of the ground lease, the ground lease is
assignable to the lender and its assigns without the consent
of the lessor thereunder;
(F) The ground lease is in full force and effect, Seller has no
actual knowledge that any default beyond applicable notice and
grace periods has occurred, and to Seller's knowledge, there
is no existing condition which, but for the passage of time or
giving of notice, would result in a default under the terms of
the ground lease;
(G) The ground lease or ancillary agreement, which is part of the
Mortgage File, between the lessor and the lessee requires the
lessor to give notice of any default by the lessee to the
lender;
(H) The lender is permitted a reasonable opportunity (including,
where necessary, sufficient time to gain possession of the
interest of the lessee under the ground lease through legal
proceedings, or to take other action so long as the lender is
proceeding diligently) to cure any default under the ground
lease which is curable after the receipt of notice of any
default before the lessor may terminate the ground lease. All
rights of the lender under the ground lease and the related
Mortgage (insofar as it relates to the ground lease) may be
exercised by or on behalf of the lender;
(I) The ground lease does not impose any restrictions on
subletting that would be viewed as commercially unreasonable
by a prudent commercial mortgage lender. The lessor is not
permitted to disturb the possession, interest or quiet
enjoyment of any subtenant of the lessee in the relevant
portion of the Mortgaged Property subject to the ground lease
for any reason, or in any manner, which would adversely affect
the security provided by the related Mortgage;
(J) Under the terms of the ground lease and the related Mortgage,
any related insurance proceeds or condemnation award (other
than in respect of a total or substantially total loss or
taking) will be applied either to the repair or restoration of
all or part of the related Mortgaged Property, with the lender
or a trustee appointed by it having the right to hold and
disburse such proceeds as repair or restoration progresses
(except in such cases where a provision entitling another
party to hold and disburse such proceeds would not be viewed
as commercially unreasonable by a prudent commercial mortgage
lender), or to the payment of the outstanding principal
balance of the Mortgage Loan, together with any accrued
interest, except that in the case of condemnation awards, the
ground lessor may be entitled to a portion of such award;
(K) Under the terms of the ground lease and the related Mortgage,
any related insurance proceeds, or condemnation award in
respect of a total or substantially total loss or taking of
the related Mortgaged Property will be applied first to the
payment of the outstanding principal balance of the Mortgage
Loan, together with any accrued interest (except as provided
by applicable law or in cases where a different allocation
would not be viewed as commercially unreasonable by a prudent
commercial mortgage lender, taking into account the relative
duration of the ground lease and the related Mortgage and the
ratio of the market value of the related Mortgaged Property to
the outstanding principal balance of such Mortgage Loan).
Until the principal balance and accrued interest are paid in
full, neither the lessee nor the lessor under the ground lease
will have an option to terminate or modify the ground lease
without the prior written consent of the lender as a result of
any casualty or partial condemnation; and
(L) Provided that the lender cures any defaults which are
susceptible to being cured, the lessor has agreed to enter
into a new lease upon termination of the ground lease for any
reason, including rejection of the ground lease in a
bankruptcy proceeding;
(xxxii) With respect to any Mortgage Loan where all or a material
portion of the estate of the related borrower therein is a leasehold estate, but
the related Mortgage also encumbers the related lessor's fee interest in such
Mortgaged Property: (A) such lien on the related fee interest is evidenced by
the related Mortgage, (B) such Mortgage does not by its terms provide that it
will be subordinated to the lien of any other mortgage or encumbrance upon such
fee interest, (C) upon the occurrence of a default under the terms of such
Mortgage by the related borrower, any right of the related lessor to receive
notice of, and to cure, such default granted to such lessor under any agreement
binding upon the lender would not be considered commercially unreasonable in any
material respect by prudent commercial mortgage lenders, (D) the related lessor
has agreed in a writing included in the related Mortgage File that the related
ground lease may not be amended or modified without the prior written consent of
the lender and that any such action without such consent is not binding on the
lender, its successors or assigns, and (E) the related ground lease is in full
force and effect, and Seller has no actual knowledge that any default beyond
applicable notice and grace periods has occurred or that there is any existing
condition which, but for the passage of time or giving of notice, would result
in a default under the terms of such ground lease;
(xxxiii) Except in the case of each of the 0000 Xxx Xxxx Xxxxxx
Mortgage Loan and the CBA Mortgage Loans, respectively, with respect to those
Mortgage Loans that are cross-collateralized or cross-defaulted, all other loans
that are cross-collateralized or cross-defaulted with such Mortgage Loans are
being transferred to Depositor hereunder;
(xxxiv) Neither Seller nor any affiliate thereof has any obligation
to make any capital contribution to any borrower under a Mortgage Loan, other
than contributions made on or prior to the date hereof;
(xxxv) (A) The Mortgage Loan is directly secured by a Mortgage on a
commercial property or multifamily residential property, and (B) the fair market
value of such real property, as evidenced by an appraisal satisfying the
requirements of FIRREA conducted within 12 months of the origination of the
Mortgage Loan, was at least equal to 80% of the principal amount of the Mortgage
Loan (1) at origination (or if the Mortgage Loan has been modified in a manner
that constituted a deemed exchange under Section 1001 of the Code at a time when
the Mortgage Loan was not in default or default with respect thereto was not
reasonably foreseeable, the date of the last such modification) or (2) at the
date hereof; provided that the fair market value of the real property must first
be reduced by (x) the amount of any lien on the real property interest that is
senior to the Mortgage Loan and (y) a proportionate amount of any lien that is
in parity with the Mortgage Loan (unless such other lien secures a Mortgage Loan
that is cross-collateralized with such Mortgage Loan, in which event the
computation described in (B) shall be made on an aggregated basis);
(xxxvi) There are no subordinate mortgages encumbering the related
Mortgaged Property, nor are there any preferred equity interests held by the
lender or any mezzanine debt related to such Mortgaged Property, except as set
forth in the Prospectus Supplement, in this Exhibit A or in the Exception
Report;
(xxxvii) Except in cases where the related Mortgaged Property is a
residential cooperative property, the Mortgage Loan Documents executed in
connection with each Mortgage Loan having an original principal balance in
excess of $5,000,000 require that the related borrower be a Single-Purpose
Entity (for this purpose, "Single-Purpose Entity" shall mean an entity, other
than an individual, having organizational documents which provide substantially
to the effect that it is formed or organized solely for the purpose of owning
and operating one or more Mortgaged Properties, is prohibited from engaging in
any business unrelated to such property and the related Mortgage Loan, does not
have any assets other than those related to its interest in the related
Mortgaged Property or its financing, or any indebtedness other than as permitted
under the related Mortgage Loan). To Seller's actual knowledge, each borrower
has fully complied with the requirements of the related Note and Mortgage and
borrower's organizational documents regarding Single-Purpose Entity status;
(xxxviii) Except in cases where the related Mortgaged Property is a
residential cooperative property, each Mortgage Loan prohibits the related
borrower from mortgaging or otherwise encumbering the Mortgaged Property, or any
controlling equity interest in the borrower, without the prior written consent
of the mortgagee or the satisfaction of debt service coverage or similar
criteria specified in the Note or Mortgage which would be acceptable to a
reasonably prudent commercial mortgage lender, and, except in connection with
trade debt and equipment financings in the ordinary course of borrower's
business, from carrying any additional indebtedness, except, in each case, liens
contested in accordance with the terms of the Mortgage Loans or, with respect to
each Mortgage Loan having an original principal balance of less than $4,000,000,
any unsecured debt;
(xxxix) Each borrower covenants in the Mortgage Loan Documents that
it shall remain in material compliance with all material licenses, permits and
other legal requirements necessary and required to conduct its business;
(xl) Each Mortgaged Property (A) is located on or adjacent to a
dedicated road, or has access to an irrevocable easement permitting ingress and
egress, (B) is served by public utilities and services generally available in
the surrounding community or otherwise appropriate for the use in which the
Mortgaged Property is currently being utilized, and (C) constitutes one or more
separate tax parcels or is covered by an endorsement with respect to the matters
described in (A), (B) or (C) under the related title insurance policy (or the
binding commitment therefor);
(xli) Based solely on a flood zone certification or a survey of the
related Mortgaged Property, if any portion of the improvements on the Mortgaged
Property is located in an area identified by the Federal Emergency Management
Agency or the Secretary of Housing and Urban Development as having special flood
hazards categorized as Zone "A" or Zone "V" and flood insurance is available,
the terms of the Mortgage Loan require the borrower to maintain flood insurance,
or at such borrower's failure to do so, authorizes the lender to maintain such
insurance at the cost and expense of the borrower and such insurance is in full
force and effect in an amount not less than the lesser of (A) the replacement
cost of the material improvements on such Mortgaged Property, (B) the balance of
the Mortgage Loan and (C) the maximum amount of insurance available under the
applicable National Flood Insurance Administration Program;
(xlii) With respect to each Mortgage which is a deed of trust, a
trustee, duly qualified under applicable law to serve as such, currently so
serves and is named in the deed of trust or has been substituted in accordance
with applicable law or may be substituted in accordance with applicable law by
the related mortgagee, and except in connection with a trustee's sale after a
default by the related borrower, no fees are payable to such trustee, and such
fees payable are payable by the borrower;
(xliii) Except as disclosed in the Exception Report to this
Agreement, to the knowledge of Seller as of the date hereof, there was no
pending action, suit or proceeding, arbitration or governmental investigation
against any borrower or Mortgaged Property, an adverse outcome of which would
materially and adversely affect such borrower's ability to perform under the
related Mortgage Loan;
(xliv) No advance of funds has been made by Seller to the related
borrower (other than mezzanine debt and the acquisition of preferred equity
interests by the preferred equity interest holder, as disclosed in the
Prospectus Supplement), and no funds have, to Seller's knowledge, been received
from any person other than, or on behalf of, the related borrower, for, or on
account of, payments due on the Mortgage Loan;
(xlv) To the extent required under applicable law, as of the Cut-off
Date or as of the date that such entity held the Note, each holder of the Note
was authorized to transact and do business in the jurisdiction in which each
related Mortgaged Property is located, or the failure to be so authorized did
not materially and adversely affect the enforceability of such Mortgage Loan;
(xlvi) All collateral for the Mortgage Loans is being transferred as
part of the Mortgage Loans;
(xlvii) Except as disclosed in the Exception Report or the
Prospectus Supplement with respect to the Crossed Mortgage Loans and Mortgage
Loans secured by multiple, non-contiguous real properties, no Mortgage Loan
requires the lender to release any portion of the Mortgaged Property from the
lien of the related Mortgage except upon (A) payment in full or defeasance of
the related Mortgage Loan, (B) the satisfaction of certain legal and
underwriting requirements that would be customary for prudent commercial
mortgage lenders, which in all events include payment of a release price at
least 125% of the appraised value of the property to be released or of the
allocated loan amount of such property, (C) releases of unimproved out-parcels
or (D) releases of other portions of the Mortgaged Property which will not have
a material adverse effect on the use or value of the collateral for the related
Mortgage Loan and which were given no value in the appraisal of the Mortgaged
Property or of that portion of the Mortgaged Property used to calculate the
loan-to-value ratio of the Mortgaged Property for underwriting purposes. No
release or partial release of any Mortgaged Property, or any portion thereof,
expressly permitted or required pursuant to the terms of any Mortgage Loan would
constitute a significant modification of the related Mortgage Loan under Treas.
Reg. Section 1.860G-2(b)(2);
(xlviii) Any insurance proceeds in respect of a casualty loss or
taking will be applied either to (A) the repair or restoration of all or part of
the related Mortgaged Property, with, in the case of all casualty losses or
takings in excess of a specified amount or percentage of the related loan amount
that a prudent commercial lender would deem satisfactory and acceptable, the
lender (or a trustee appointed by it) having the right to hold and disburse such
proceeds as the repair or restoration progresses (except in any case where a
provision entitling another party to hold and disburse such proceeds would not
be viewed as commercially unreasonable by a prudent commercial mortgage lender)
or (B) to the payment of the outstanding principal balance of such Mortgage Loan
together with any accrued interest thereon;
(xlix) Each UCC Financing Statement, if any, filed with respect to
personal property constituting a part of the related Mortgaged Property and each
assignment, if any, of such UCC Financing Statement to Seller was, and each
assignment, if any, of such UCC Financing Statement in blank which the Trustee
or its designee is authorized to complete (but for the insertion of the name of
the assignee and any related filing information which is not yet available to
Seller) is, in suitable form for filing in the filing office in which such UCC
Financing Statement was filed;
(l) To Seller's knowledge, (A) each commercial lease covering more
than 10% (20% in the case of any Mortgage Loan having an original principal
balance less than $2,500,000) of the net leaseable area of the related Mortgaged
Property is in full force and effect and (B) there exists no default under any
such commercial lease either by the lessee thereunder or by the related borrower
that could give rise to the termination of such lease;
(li) Based upon an opinion of counsel and/or other due diligence
considered reasonable by prudent commercial mortgage lenders in the lending area
where the subject property is located, the improvements located on or forming
part of each Mortgaged Property comply with applicable zoning laws and
ordinances, or constitute a legal non-conforming use or structure or, if any
such improvement does not so comply, such non-compliance does not materially and
adversely affect the value of the related Mortgaged Property. With respect to
Mortgage Loans with a Cut-off Date Principal Balance of over $10,000,000, if the
related Mortgaged Property does not so comply, to the extent Seller is aware of
such non-compliance, it has required the related borrower to obtain law and
ordinance insurance coverage in amounts customarily required by prudent
commercial mortgage lenders;
(lii) Each Mortgage Loan constitutes a "qualified mortgage" within
the meaning of Section 860G(a)(3) of the Code (but without regard to the rule in
Treasury Regulation (as defined herein) Section 1.860G-2(f)(2) that treats a
defective obligation as a qualified mortgage or any substantially similar
successor provision), the related Mortgaged Property, if acquired by a REMIC in
connection with the default or imminent default of such Mortgage Loan would
constitute "foreclosure property" within the meaning of Code Section 860G(a)(8)
and all Prepayment Premiums and Yield Maintenance Charges with respect to such
Mortgage Loan constitute "customary prepayment penalties" within the meaning of
Treasury Regulation Section 1.860G-1(b)(2);
(liii) With respect to any Mortgage Loan that pursuant to the
Mortgage Loan Documents can be defeased, (A) the Mortgage Loan cannot be
defeased within two years after the Closing Date, (B) the borrower can pledge
only United States government securities in an amount sufficient to make all
scheduled payments under the Mortgage Loan when due, (C) the borrower is
required to provide independent certified public accountant's certification that
the collateral is sufficient to make such payments, (D) the loan may be required
to be assumed by a single-purpose entity designated by the holder of the
Mortgage Loan, (E) the borrower is required to provide an opinion of counsel
that the trustee has a perfected security interest in such collateral prior to
any other claim or interest, (F) the borrower is required to pay all Rating
Agency fees associated with defeasance (if rating confirmation is a specific
condition precedent thereto) and all other reasonable expenses associated with
defeasance, including, but not limited to, accountant's fees and opinions of
counsel, (G) with respect to any Significant Loan (as defined in the Pooling and
Servicing Agreement), the borrower is required to provide an opinion of counsel
that such defeasance will not cause any REMIC created under the Pooling and
Servicing Agreement to fail to qualify as a REMIC for federal or applicable
state tax purposes and (H) with respect to any Significant Loan (as defined in
the Pooling and Servicing Agreement), the borrower must obtain confirmation from
each Rating Agency that the defeasance would not result in such Rating Agency's
withdrawal, downgrade or qualification of the then current rating of any class
of Certificates rated by such Rating Agency;
(liv) The Mortgage Loan Documents for each Mortgage Loan provide
that the related borrower thereunder shall be liable to the lender for any
losses incurred by the lender due to (A) the misapplication or misappropriation
of rents, insurance proceeds or condemnation awards, (B) any willful act of
material waste, (C) any breach of the environmental covenants contained in the
related Mortgage Loan Documents, and (D) fraud by the related borrower; provided
that, with respect to clause (C) of this sentence, an indemnification against
losses related to such violations or environmental insurance shall satisfy such
requirement; and provided, further, that, if the related Mortgaged Property is a
residential cooperative property, then the subject Mortgage Loan is fully
recourse to the borrower;
(lv) If such Mortgage Loan is an ARD Loan, it commenced amortizing
on its initial scheduled Due Date and provides that: (A) its Mortgage Rate will
increase by no less than two percentage points in connection with the passage of
its Anticipated Repayment Date and so long as the Mortgage Loan is an asset of
the Trust Fund; (B) its Anticipated Repayment Date is not less than seven years
following the origination of such Mortgage Loan; (C) no later than the related
Anticipated Repayment Date, if it has not previously done so, the related
borrower is required to enter into a "lockbox agreement" whereby all revenue
from the related Mortgaged Property shall be deposited directly into a
designated account controlled by the applicable Master Servicer; and (D) any
cash flow from the related Mortgaged Property that is applied to amortize such
Mortgage Loan following its Anticipated Repayment Date shall, to the extent such
net cash flow is in excess of the Monthly Payment payable therefrom, be net of
budgeted and discretionary (servicer approved) capital expenditures;
(lvi) Except as disclosed in the Prospectus Supplement, no Mortgage
Loan, and no group of Mortgage Loans made to the same borrower and to borrowers
that are Affiliates, accounted for more than 5.0% of the aggregate of the
Cut-off Date Principal Balances of all of the mortgage loans (including the
Mortgage Loans) sold to Depositor by Column Financial, Inc., NCB, FSB and
KeyBank National Association pursuant to those certain Mortgage Loan Purchase
Agreements, each dated as of November 1, 2004, between Depositor and Column
Financial, Inc., NCB, FSB and KeyBank National Association, respectively, as of
the Cut-off Date;
(lvii) Except for the Mortgage Loans with an initial principal
balance less than $3,000,000, in connection with its origination or acquisition
of each Mortgage Loan, Seller obtained an appraisal of the related Mortgaged
Property, which appraisal is signed by an appraiser, who, to Seller's actual
knowledge, had no interest, direct or indirect, in the borrower, the Mortgaged
Property or in any loan made on the security of the Mortgaged Property, and
whose compensation was not affected by the approval or disapproval of the
Mortgage Loan; and
(lviii) Each Mortgage Loan bears interest at a rate that remains
fixed throughout the remaining term of such Mortgage Loan, except in the case of
an ARD Loan after its Anticipated Repayment Date and except for the imposition
of a default rate.
(lix) With respect to the Mortgaged Property related to the Mortgage
Loan identified on the Mortgage Loan Schedule as Highland Hospitality Portfolio,
to Seller's knowledge as of the date of the Mortgage Loan's origination, all
related franchise agreements were in full force and effect and there were no
defaults thereunder.
EXHIBIT B
AFFIDAVIT OF LOST NOTE
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
____________________________, being duly sworn, deposes and says:
1. that he is an authorized signatory of Column Financial, Inc.
("Column");
2. that _______________ is the owner and holder of a mortgage loan
in the original principal amount of $______________ secured by a mortgage (the
"Mortgage") on the premises known as ______________ ______________ located in
______________;
3. that _______________, after having conducted a diligent
investigation of its records and files, has been unable to locate the following
original note and believes that said original note has been lost, misfiled,
misplaced or destroyed due to a clerical error:
a note in the original sum of $______________ made by
______________, to _______________, under date of ______________
(the "Note");
4. that the Note is now owned and held by _______________;
5. that the copy of the Note attached hereto is a true and correct
copy thereof;
6. that the Note has not been paid off, satisfied, assigned,
transferred, encumbered, endorsed, pledged, hypothecated, or otherwise disposed
of and that the original Note has been either lost, misfiled, misplaced or
destroyed;
7. that no other person, firm, corporation or other entity has any
right, title, interest or claim in the Note except _______________; and
8. upon assignment of the Note by _______________ to Credit Suisse
First Boston Mortgage Securities Corp. (the "Depositor") and subsequent
assignment by Depositor to the trustee for the benefit of the holders of the
Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage
Pass-Through Certificates, Series 2004-C4 (the "Trustee") (which assignment may,
at the discretion of Depositor, be made directly by _______________ to the
Trustee), _______________ covenants and agrees (a) promptly to deliver to the
Trustee the original Note if it is subsequently found, and (b) to indemnify and
hold harmless the Trustee and its successors and assigns from and against any
and all costs, expenses and monetary losses arising as a result of
_______________'s failure to deliver said original Note to the Trustee.
COLUMN FINANCIAL, INC.
By:____________________________________
Name:
Title:
Sworn to before me this _____
day of __________, 2004
