SECURITY, PLEDGE AND COLLATERAL ASSIGNMENT AGREEMENT
SECURITY, PLEDGE AND COLLATERAL ASSIGNMENT AGREEMENT, dated as of April 17,
2001, made by CRIIMI MAE INC., a Maryland corporation (referred to herein as
"CMI"), CRIIMI MAE Management, Inc., a Maryland corporation (referred to herein
as "CMM") and XX Xxxxxxx Building, Inc., a Maryland corporation (referred to
herein as "XX Xxxxxxx") (with CMI, CMM and XX Xxxxxxx sometimes collectively
referred to herein as "Grantors"), in favor of Xxxxx Fargo Bank Minnesota,
National Association, in its capacity as collateral agent (the "Collateral
Agent") for the benefit, subject to the terms of the Series A Notes Indenture
(as defined below), of the Holders (as defined in the Series A Notes Indenture)
and the trustee thereunder (in such capacity, the "Series A Trustee"), and
subject to the terms of the Series B Notes Indenture (as defined below), of the
Holders (as defined in the Series B Notes Indenture) and the trustee thereunder
(in such capacity, the "Series B Trustee").
RECITALS
Pursuant to the Series A Notes Indenture, dated as of the date hereof (as
amended, supplemented or otherwise modified from time to time, the "Series A
Notes Indenture") among CMI and the Series A Trustee relating to CMI's 11.75%
Series A Senior Secured Notes due 2006, the Series A Trustee, for the equal and
ratable benefit of the Holders of the Series A Notes, has agreed, on behalf of
such Holders, to enter into the Series A Notes Indenture, and pursuant to the
Series B Notes Indenture, dated as of the date hereof (as amended, supplemented
or otherwise modified from time to time, the "Series B Notes Indenture") among
CMI and the Series B Trustee relating to CMI's 20% Series B Senior Secured Notes
due 2007, the Series B Trustee, for the equal and ratable benefit of the Holders
of the Series B Notes, has agreed on behalf of such Holders, to enter into the
Series B Notes Indenture. It is a condition precedent to the respective
obligations of the Series A Trustee, on behalf of the Holders of the Series A
Notes, and the Series B Trustee, on behalf of the Holders of the Series B Notes,
to enter into the respective Indentures that CMI, CMM, XX Xxxxxxx and the
Collateral Agent shall have entered into this Agreement.
CMI and its consolidated subsidiaries, including CMM and XX Xxxxxxx, will
derive substantial direct and indirect benefit from the transactions
contemplated by the Indentures and the Notes (each as defined below).
NOW, THEREFORE, in consideration of the premises and to induce the Series A
Trustee to enter into the Series A Notes Indenture and the Series B Trustee to
enter into the Series B Notes Indenture, CMI, CMM and XX Xxxxxxx hereby agree
with the Collateral Agent, for the benefit of the Series A Trustee, the Series B
Trustee, the Series A Note Holders and the Series B Note Holders, as follows:
1. Defined Terms. (a) Unless otherwise defined herein, terms which are
defined in the Indentures and used herein shall have the meanings given to them
in the Indentures.
(b) The following terms shall have the following meanings:
"Agreement" means this Security, Pledge and Collateral Assignment
Agreement, as amended, supplemented or otherwise modified from time to time in
accordance with the terms hereof.
"Aim Fund Proceeds" means the Collateral described in Schedule I hereto.
"Code" means the Uniform Commercial Code in effect in the State of New York
from time to time (including as such statute may be amended by Revised Article
9).
"Collateral" means the Interest Strip Certificates, the Partnership
Interests, the Aim Fund Proceeds, the Insured Mortgage Proceeds, the Mezzanine
Notes, the Mezzanine Notes Collateral, each Collateral Account and all Proceeds
with respect to each of the foregoing.
"Collateral Account" means Account Number 00000000 established with the
Collateral Agent (the "Established Collateral Account") and each other account
established to hold cash Proceeds, with each Collateral Account to be in the
name of CMI but maintained under the sole dominion and control of the Collateral
Agent, subject to withdrawal by the Collateral Agent only as provided in the
Indentures and Sections 7 and 8 hereof, in each case only to the extent such
document or provision is applicable.
"Indentures" means the Series A Notes Indenture and the Series B Notes
Indenture, collectively.
"Insured Mortgage Proceeds" means the Collateral described in Schedule II
hereto.
"Interest Strip Certificates" means the Collateral described in Schedule
III hereto.
"Mezzanine Notes" and "Mezzanine Notes Collateral" means the Collateral
described in Schedule IV hereto.
"Notes" means the Series A Notes and the Series B Notes.
"Partnership Interests" means the Collateral described in Schedule V
hereto.
"Proceeds" means all "proceeds" of Collateral as such term is defined in
Section 9-306(1) of the Code (or any successor provision under the Code) and, in
any event, shall include, without limitation, all excess interest or other
income from the Interest Strip Certificates, collections thereon or
distributions with respect thereto, all interest or principal payments on the
Mezzanine Notes, collections thereon or distributions with respect thereto, and
all income and distributions from and collections on the Partnership Interests;
provided, however, that Proceeds shall exclude all assets held by any Grantor or
any of their respective subsidiaries as of the date hereof that would, but for
this proviso, constitute Proceeds, and all Proceeds from such assets.
"Revised Article 9" means the provisions of New York S7484, introduced
April 17, 2000, containing proposed revisions to Article 9 of the Code which
would become effective July 1, 2001, as such provisions may be modified from
time to time.
"Secured Obligations" is the collective reference to the obligations
arising under, out of, or in connection with the Indentures, the Series A Notes,
the Series B Notes, this Agreement, and any other document made, delivered or
given in connection therewith or herewith, whether on account of principal,
interest, reimbursement obligations, fees, indemnities, costs, expenses or
otherwise.
(c) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and Section, Schedule, Annex
and Exhibit references are to the Sections, Schedules, Annexes and Exhibits to
this Agreement unless otherwise specified. The meanings given to terms defined
herein shall be equally applicable to both the singular and plural forms of such
terms.
2. Pledge; Grant of Security Interest; Collateral Assignment.
(a) As security for the payment and performance of the Secured Obligations,
(i) CMI hereby delivers the Interest Strip Certificates and CMI and XX Xxxxxxx
hereby deliver the Mezzanine Notes to the Collateral Agent for the benefit,
subject to the terms of the respective Indentures, of the Series A Note Holders,
the Series B Note Holders, the Series A Trustee and the Series B Trustee, (ii)
the Grantors hereby grant to the Collateral Agent, for the benefit, subject to
the terms of the respective Indentures, of the Series A Note Holders, the Series
B Note Holders, the Series A Trustee and the Series B Trustee, a security
interest in the Collateral, and (iii) CMI and XX Xxxxxxx (as to one Mezzanine
Note and related Mezzanine Note Collateral), makes a collateral assignment of
the Aim Fund Proceeds, the Insured Mortgage Proceeds, the Mezzanine Notes and
the Mezzanine Notes Collateral to the Collateral Agent for the benefit, subject
to the terms of the respective Indentures, of the Series A Note Holders, the
Series B Note Holders, the Series A Trustee and the Series B Trustee.
(b) Notwithstanding anything in this Agreement to the contrary, (i) CMI and
XX Xxxxxxx shall remain bound under the Mezzanine Notes and the documents
evidencing the Mezzanine Notes Collateral, to the extent set forth therein, to
perform all of their respective duties and obligations thereunder to the same
extent as if this Agreement had not been executed, and (ii) the Collateral Agent
shall not have any obligation or liability under such Mezzanine Notes or such
documents evidencing the Mezzanine Notes Collateral by reason of this Agreement,
nor shall the Collateral Agent be obligated to perform any of the obligations or
duties of CMI or XX Xxxxxxx thereunder or to take any action to collect or
enforce any claim for payment thereunder.
3. Stock Powers; Collateral Assignments; Certain Constituent and Operative
Documents. Concurrently with the delivery of certificates representing the
Interest Strip Certificates to the Collateral Agent hereunder, CMI shall deliver
undated stock powers covering such certificates, duly executed in blank. CMI and
XX Xxxxxxx shall also concurrently deliver
the Mezzanine Notes to the Collateral Agent hereunder, collaterally
assigned by way of endorsement in blank. CMI and XX Xxxxxxx shall also
concurrently deliver to the Collateral Agent, to the extent not previously
delivered to the Collateral Agent, (a) the original documents evidencing the
Mezzanine Notes Collateral, and (b) solely for informational purposes, a copy of
the CRI/Aim Limited Partnership, L.P. partnership agreement to which the
Partnership Interests relate, and copies of the other material documents related
to the Aim Fund Proceeds and Insured Mortgage Proceeds, such other material
documents consisting of the partnership agreements for Aim Acquisition Partners,
L.P. and each of the four publicly traded Aim Fund Partnerships (referenced in
Schedule I hereto), and the Participation Agreement, Funding Note Purchase and
Security Agreement, and Funding Note Issuance and Security Agreement (such three
agreements referenced in Schedule II hereto).
4. Representations and Warranties. CMI, CMM and/or XX Xxxxxxx, as
applicable, represents and warrants that:
(a) Each Grantor is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Maryland. The chief place of
business and chief executive offices of the respective Grantors, and the place
where their respective records with respect to the Collateral are kept, are
located at 00000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx 00000.
(b) The execution, delivery and performance of this Agreement by each
Grantor have been duly authorized by all necessary corporate action. This
Agreement has been duly executed by each Grantor and this Agreement constitutes
the legal, valid and binding obligation of each Grantor, enforceable against
such Grantor in accordance with its terms, except as such enforceability may be
limited by the effect of any applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally or
general principles of equity and commercial reasonableness.
(c) No consent of any other Person and no authorization, approval or other
action by, and no notice to or filing with, any governmental authority or
regulatory body is required for the granting of the Liens by the respective
Grantors on the Collateral applicable to it pursuant to this Agreement or for
the execution, delivery or performance of this Agreement by the Grantors (except
for the financing statements specified in Section 4(f) below and the filings
and/or other actions necessary to maintain the perfection of the Liens on the
Collateral).
(d) The Partnership Interests listed in Schedule V constitute all
outstanding partnership interests in CRI/AIM Investment L.P.;
(e) CMI, CMM or XX Xxxxxxx, as applicable, is the record and beneficial
owner of, and has title to, the Interest Strip Certificates, the Mezzanine Notes
and the Partnership Interests, free of any and all Liens in favor of, or claims
of, any other Person, except the Collateral Permitted Liens. No financing
statement, pledge, notice of Lien, assignment or collateral assignment covering
the Collateral or any portion thereof exists or is on file in any public office,
except with respect to the Collateral Permitted Liens and Liens released by
operation of the Reorganization Plan.
(f) Upon the possession of the Interest Strip Certificates and the
Mezzanine Notes by the Collateral Agent for the benefit of the Series A Note
Holders, the Series B Note Holders, the Series A Trustee and the Series B
Trustee and the filing of financing statements in the requisite jurisdictions
with respect to the Collateral, the Liens granted pursuant to this Agreement
will constitute (y) a valid, perfected (to the extent a security interest can be
perfected in such Collateral under the Code by filing a financing statement in
the requisite jurisdiction(s)) first priority Lien on the Collateral in favor of
the Collateral Agent, for the equal and ratable benefit of the Series A Note
Holders and for the benefit of the Series A Trustee, and (z) a valid, perfected
(to the extent a security interest can be perfected in such Collateral under the
Code by filing a financing statement in the requisite jurisdiction(s)) second
priority Lien on the Collateral in favor of the Collateral Agent for the equal
and ratable benefit of the Series B Note Holders and for the benefit of the
Series B Trustee, subject in each case to the terms of the applicable Indenture,
enforceable as such against all creditors of CMI, CMM and/or XX Xxxxxxx, as
applicable, and any Persons purporting to purchase any of the referenced
Collateral from CMI, CMM or XX Xxxxxxx, as applicable.
5. Covenants. CMI, CMM and/or XX Xxxxxxx, as applicable, covenants and
agrees with the Collateral Agent that, from and after the date of this Agreement
until the Secured Obligations are paid in full:
(a) Each Grantor will keep (y) its jurisdiction of incorporation, and (z)
its chief place of business, chief executive offices and the office where it
keeps its records concerning the Collateral in the State of Maryland , or, upon
30 days' prior written notice to the Collateral Agent, at such other location in
a jurisdiction where the security interest in the applicable Collateral will
continue to be perfected.
(b) CMI, CMM and XX Xxxxxxx shall promptly deposit, or, consistent with the
terms of this Section 5(b), shall cause CRIIMI, Inc. and CRI/Aim Investment L.P.
to promptly deposit into the Established Collateral Account all amounts
(representing amounts to be transferred by CMI, CMM, XX Xxxxxxx, CRIIMI, Inc., a
wholly-owned subsidiary of CMI, and CRI/Aim Investment L.P., a partnership owned
by CMI, as the sole limited partner, and CMM as the sole general partner)
constituting Miscellaneous Collateral Cashflow. In furtherance thereof (x) CMI
will take all action permitted under applicable law to cause CRIIMI MAE
Financial Corporation, CRIIMI MAE Financial Corporation II and CRIIMI MAE
Financial Corporation III to dividend to CMI all amounts received by such
corporations that, once received by CMI, would constitute Insured Mortgage
Proceeds, and to authorize and direct such corporations to deposit such
dividends payable to CMI into CMI's Established Collateral Account, (y) CMI will
take all action permitted under applicable law to cause CRIIMI, Inc. to declare
dividends payable to CMI with respect to all amounts received by CRIIMI, Inc.
that, once received by CMI, would constitute Aim Fund Proceeds, and to authorize
and direct CRIIMI, Inc. to deposit all such dividends payable to CMI into the
Established Collateral Account, and (z) CMM and CMI in their capacities as
general partner and limited partner, respectively, of CRI/Aim Investment L.P.,
will take all action permitted under applicable law and the CRI/Aim Investment
L.P. partnership agreement to cause CRI/Aim Investment L.P. to approve and
effect distributions, in accordance with the terms and conditions of such
partnership agreement, to CMI and CMM of all amounts received by CRI/Aim
Investment L.P. that, once received by CMI and CMM, would constitute
Aim Fund Proceeds, and to authorize and direct CRI/Aim Investment L.P. to
deposit all such distributions payable to CMI and CMM into the Established
Collateral Account. Board of Director resolutions for CMI, CMM (for itself and
in its capacity as general partner of CRI/Aim Investment L.P.), XX Xxxxxxx and
CRIIMI, Inc. consistent with the foregoing have been delivered to the Collateral
Agent.
(c) If CMI or CMM shall, as a result of its ownership of the Partnership
Interests, become entitled to receive or shall receive any partnership
interests, whether in addition to, in substitution for, or in exchange for any
Partnership Interests, CMI or CMM, as applicable, shall accept the same as agent
for the Collateral Agent and the Series A Note Holders, the Series B Note
Holders, the Series A Trustee and the Series B Trustee and hold the same in
trust for the benefit, subject to the terms of the respective Indentures, of the
Series A Note Holders, the Series B Note Holders, the Series A Trustee and the
Series B Trustee, subject to the terms hereof, as additional collateral security
for the Secured Obligations. Any sums paid upon or in respect of the Partnership
Interests upon the liquidation or dissolution of the Partnership shall be paid
over to the Collateral Agent to be held by it, consistent with the terms of the
respective Indentures, for the benefit, subject to the terms of the respective
Indentures, of the Series A Note Holders, the Series B Note Holders, the Series
A Trustee and the Series B Trustee as additional collateral security for the
Secured Obligations, and in case any distribution of capital shall be made on or
in respect of the Partnership Interests or any property shall be distributed
upon or with respect to the Partnership Interests pursuant to the
recapitalization or reclassification of the capital of the Partnership or
pursuant to the reorganization thereof, the property so distributed shall be
delivered to the Collateral Agent to be held by it, consistent with the terms of
the respective Indentures, for the benefit, subject to the terms of the
respective Indentures, of the Series A Note Holders, the Series B Note Holders,
the Series A Trustee and the Series B Trustee, subject to the terms hereof, as
additional collateral security for the Secured Obligations. If any sums of money
or property so paid or distributed (pursuant to the preceding sentence of this
Section 5(c)) in respect of the Partnership Interests shall be received by CMI
or CMM, then CMI or CMM, as applicable, shall, until such money or property is
paid or delivered to the Collateral Agent (which payment or delivery to the
Collateral Agent shall be effected promptly by CMI or CMM, as applicable), hold
such money or property in trust for the Collateral Agent and, subject to the
terms of the respective Indentures, for the Series A Note Holders, the Series B
Note Holders, the Series A Trustee and the Series B Trustee segregated from
other funds of CMI or CMM, as applicable, as additional collateral security for
the Secured Obligations.
(d) Except as permitted under the respective Indentures and effected
consistent with the terms thereof, without the prior written consent of the
Collateral Agent, neither CMI, CMM or XX Xxxxxxx, as applicable, (x) will sell,
assign, transfer, exchange or otherwise dispose of the Collateral, (y) create,
incur or permit to exist any Lien in favor of, or any claim of any Person with
respect to, the Collateral, or any interest therein, except for the Collateral
Permitted Liens, or (z) take any action which would impair the Collateral or
which would breach or result in any violation of any provision of the
Indentures, the Notes or this Agreement.
(e) CMI, CMM or XX Xxxxxxx, as applicable, shall maintain the security
interests created by this Agreement and shall defend such security interests
against the claims and demands of all Persons whomsoever except holders of
Collateral Permitted Liens. At any time
and from time to time, upon the written request of the Collateral Agent,
and at the sole expense of CMI, CMM or XX Xxxxxxx, as applicable, CMI, CMM or XX
Xxxxxxx, as applicable, will promptly and duly execute and deliver such further
instruments and documents and take such further actions as the Collateral Agent
may reasonably request for the purposes of obtaining, protecting or preserving
the full benefits of this Agreement and of the rights and powers herein granted.
If any amount payable under or in connection with any of the Collateral shall be
or become evidenced by any promissory note, other instrument or chattel paper,
such note, instrument or chattel paper shall be immediately delivered to the
Collateral Agent, duly endorsed in a manner satisfactory to the Collateral
Agent, to be held as Collateral pursuant to this Agreement.
(f) CMI, CMM or XX Xxxxxxx, as applicable, agrees to pay, and to save the
Collateral Agent, the Series A Note Holders, the Series B Note Holders, the
Series A Trustee and the Series B Trustee harmless from, any and all liabilities
with respect to, or resulting from any delay in paying, any and all stamp,
excise, sales or other taxes which may be payable or determined to be payable
with respect to the Collateral or in connection with any of the transactions
contemplated by this Agreement except for taxes measured by or calculation with
reference to the income, receipts, or capital of a secured creditor.
6. Voting and Other Rights. Unless an Event of Default shall have occurred
and be continuing, CMI, CMM and XX Xxxxxxx shall be permitted to exercise all
voting and other rights with respect to the Interest Strip Certificates, the
Partnership Interests, the Mezzanine Notes and the Mezzanine Notes Collateral;
provided, however, that no vote shall be cast or right exercised or other action
taken which would impair the Collateral or which would breach or result in any
violation of any provision of the respective Indentures, the Series A Notes, the
Series B Notes or this Agreement.
7. Rights of the Collateral Agent. (a) Subject to the terms of this
Agreement and the Series A Indenture which provides for the monthly application
of all Miscellaneous Collateral Cashflow to effect Mandatory Amortization
Payments on the Series A Notes until all Secured Obligations under the Series A
Notes Indenture are paid in full, any additional cash Proceeds received by the
Collateral Agent hereunder shall be held by the Collateral Agent for the benefit
of the Series A Note Holders in the Established Collateral Account. All
Miscellaneous Collateral Cashflow and any additional cash Proceeds, while held
by the Collateral Agent in the Established Collateral Account shall be held as
collateral security for the Secured Obligations until applied in accordance with
the terms of the respective Indentures, or as provided in Section 8 hereof, in
each case only to the extent such provision or document is applicable.
(b) Subject to the terms of the respective Indentures, if an Event of
Default shall be continuing: at the request of the Collateral Agent, the
Interest Strip Certificates held by the Collateral Agent shall be registered in
the name of the Collateral Agent or its nominee, and the Collateral Agent or its
nominee may thereafter exercise all voting and other rights pertaining to such
Interest Strip Certificates, the Partnership Interests and the Mezzanine Notes
as if it were the absolute owner thereof, all without liability except to
account for property actually received by it, but the Collateral Agent shall
have no duty to exercise any such right, privilege or option and shall not be
responsible for any failure to do so or delay in so doing; provided, however,
that
the Collateral Agent shall be liable and responsible for any act or
omission constituting negligence or willful misconduct.
(c) The rights of the Collateral Agent hereunder shall not be conditioned
or contingent upon the pursuit by the Collateral Agent of any right or remedy
against any Person which may be or become liable in respect of all or any part
of the Secured Obligations or against any other collateral security therefor,
guarantee thereof or right of offset with respect thereto. Subject to the terms
of the respective Indentures, the Collateral Agent shall not be liable for any
failure to demand, collect or realize upon all or any part of the Collateral or
for any delay in doing so, nor shall it be under any obligation to sell or
otherwise dispose of any Collateral upon the request of CMI or any other Person
or to take any other action whatsoever with regard to the Collateral or any part
thereof; provided, however, that the Collateral Agent shall be liable and
responsible for any act or omission constituting negligence or willful
misconduct.
8. Remedies. Subject to the terms hereof and of the respective Indentures,
if an Event of Default shall occur and be continuing, the Collateral Agent may
exercise, in addition to all other rights and remedies granted in this Agreement
and in any other instrument or agreement securing, evidencing or relating to the
Secured Obligations, all rights and remedies of a secured party under the Code.
Without limiting the generality of the foregoing and subject to the terms hereof
and of the respective Indentures, the Collateral Agent, during the continuance
of an Event of Default and without demand of performance or other demand,
presentment, protest, advertisement or notice of any kind (except any notice
required by law) to or upon CMI, CMM, XX Xxxxxxx or any other Person, may in
such circumstances forthwith take any action necessary to preserve and protect
the Collateral or any part thereof and the security interests granted hereunder,
collect, receive, appropriate and realize upon the Collateral, or any part
thereof, and/or may forthwith sell, assign, give option or options to purchase
or otherwise dispose of and deliver the Collateral or any part thereof (or
contract to do any of the foregoing), in one or more parcels at public or
private sale or sales, in the over-the-counter market, at any exchange, broker's
board or office of the Collateral Agent or elsewhere upon such terms and
conditions as it may deem advisable and at such prices as it may deem best, for
cash or on credit or for future delivery. Subject to the terms hereof and of the
respective Indentures, the Collateral Agent, any Series A Note Holder or any
Series B Note Holder shall have the right upon any such public sale or sales,
and, to the extent permitted by law, to purchase the whole or any part of the
Collateral so sold, free of any right or equity of redemption in CMI, CMM or XX
Xxxxxxx. Subject to the terms hereof and of the respective Indentures, if an
Event of Default shall occur and be continuing at any time at the Collateral
Agent's election, the Collateral Agent may apply any Proceeds from time to time
held by it and the net proceeds of any such collection, recovery, receipt,
appropriation, realization or sale, after deducting all reasonable costs and
expenses of every kind incurred therein or incidental to the care or safekeeping
of any of the Collateral or in any way relating to the Collateral or the rights
of the Collateral Agent, the Series A Note Holders and Series B Note Holders
hereunder, including, without limitation, reasonable attorneys' fees and
disbursements, to the payment in whole or in part of the Secured Obligations, in
such order as the Collateral Agent may elect, and only after payment in full of
the Secured Obligations and after the payment by the Collateral Agent of any
other amount required by any provision of law, including, without limitation,
Section 9-504(1)(c) of the Code (or any successor provision), need the
Collateral Agent account for the surplus, if any, to any one or more of CMI, CMM
and XX
Xxxxxxx. To the extent permitted by applicable law, each of CMI, CMM and
XX Xxxxxxx waives all claims, damages and demands it may acquire against the
Collateral Agent arising out of the exercise by the Collateral Agent of any of
its rights hereunder; provided, however, that no waiver shall be effective with
respect to any act or omission by the Collateral Agent constituting negligence
or willful misconduct. If any notice of a proposed sale or other disposition of
Collateral shall be required by law, such notice shall be deemed reasonable and
proper if given at least 10 days before such sale or other disposition. CMI
shall remain liable for any deficiency if the proceeds of the sale or other
disposition of the Collateral are insufficient to pay the Secured Obligations
and the reasonable fees and disbursements of any attorneys employed by the
Collateral Agent to collect such deficiency.
9. Private Sales. (a) CMI recognizes that the Collateral Agent may be
unable to effect a public sale of any or all of the Collateral constituting
securities, by reason of certain prohibitions contained in the Securities Act
and applicable state securities laws or otherwise, and may be compelled to
resort to one or more private sales thereof to a restricted group of purchasers
which will be obliged to agree, among other things, to acquire such securities
for their own account for investment and not with a view to the distribution or
resale thereof. CMI acknowledges and agrees that any such private sale may
result in prices and other terms less favorable to the Collateral Agent than if
such sale were a public sale and, notwithstanding such circumstances, agrees
that any such private sale shall be deemed to have been made in a commercially
reasonable manner. The Collateral Agent shall be under no obligation to delay a
sale of any of the Collateral constituting securities for the period of time
necessary to permit the issuers to register such securities for public sale
under the Securities Act (and CMI and the issuers shall have no obligation to do
so), or under applicable state securities laws, even if the issuers would agree
to do so.
(b) Each of CMI, CMM and XX Xxxxxxx further agrees to use its reasonable
efforts to do or cause to be done all such other acts as may be necessary to
make any sale or sales of all or any portion of the Collateral pursuant to this
Agreement valid and binding and in compliance with any and all other applicable
requirements of law (but there shall be no obligation of any Person to register
or cause the registration of any Collateral constituting securities).
10. Collateral Agent.
(a) Each of the Series A Trustee and the Series B Trustee hereby
irrevocably appoints and authorizes Xxxxx Fargo Bank Minnesota, National
Association to act as Collateral Agent hereunder (and each successor trustee, by
its acceptance of the trusts of the applicable Indenture, so appoints and
authorizes Xxxxx Fargo Bank Minnesota, National Association) with such powers as
are specifically delegated to the Collateral Agent by the terms of this
Agreement, together with such other powers as are incidental thereto. The
Collateral Agent (which term as used in this Agreement shall include reference
to such of its affiliates and its own and its affiliates' officers, directors,
employees and agents acting in capacities on behalf of the Collateral Agent):
(i) shall have no duties or responsibilities except those expressly set forth or
directed in connection with this Agreement, and shall not by reason of the
transactions contemplated by this Agreement be a trustee or
fiduciary for either the Series A Trustee, the Series B Trustee or any
Holder; (ii) shall not be responsible to the Series A Trustee, the Series B
Trustee or any Holder for any recitals, statements, representations or
warranties (other than any thereof expressly made by the Collateral Agent or any
officer thereof) contained in this Agreement or in any certificate or other
document received by any of them under this Agreement, or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or for any failure by the Series A Trustee or the Series B Trustee or
any other Person to perform any of its obligations hereunder or thereunder, and
(iii) shall not be responsible to the Series A Trustee, the Series B Trustee or
any Holder for any action taken or omitted to be taken by it hereunder, except
for its own negligence or willful misconduct. The Collateral Agent may employ
agents and attorneys-in-fact selected by it in good faith.
(b) The Collateral Agent shall be entitled to rely upon any certification,
notice or other communication (including any thereof, by telephone, telex,
telegram or cable) believed by it in good faith to be genuine and correct and to
have been signed or sent by or on behalf of the proper Person or Persons, and
upon advice and statements of legal counsel, independent accountants and other
experts selected by the Collateral Agent. As to any matters not expressly
provided for by this Agreement, the Collateral Agent shall in all cases be fully
protected in acting, or in refraining from acting, hereunder or thereunder in
accordance with instructions signed jointly by the Series A Trustee and the
Series B Trustee, and such instructions and any action taken or omitted to be
taken in accordance with such instructions shall be binding upon the Series A
Trustee and the Series B Trustee.
(c) The Collateral Agent shall not be deemed to have knowledge of the
occurrence of a default or an Event of Default under either of the Indentures
unless the Collateral Agent has received a default notice from the Series A
Trustee or the Series B Trustee, as applicable, or one of the Grantors; provided
however, that, notwithstanding the foregoing, the Collateral Agent shall give
immediate notice to the Series A Trustee and the Series B Trustee in the event
that any of the Grantors shall fail to deliver or cause to be delivered to the
Collateral Agent any of the Collateral or shall fail to deliver or cause to be
delivered such documents as may be necessary to effectuate such delivery in the
form and at the times requested by the Collateral Agent, or shall fail to take
such action as is specified to be taken by the Collateral Agent in order to
protect and maintain the validity, perfection and priority of the Liens and
security interests created or intended to be created pursuant to this Agreement,
or shall fail to take any other action requested by the Collateral Agent to be
taken. In the event that the Collateral Agent receives such a default notice
from the Series A Trustee or the Series B Trustee, the Collateral Agent shall
give prompt notice thereof to the other of such parties.
(d) The Collateral Agent in its individual capacity and its affiliates may
(without having to account therefor to the Series A Trustee or the Series B
Trustee) accept,
lend money to and generally engage in any kind of investment banking, or
other business with the Grantors, the Series A Trustee or the Series B Trustee
(and any other respective affiliates) as if it were not acting as the Collateral
Agent.
(e) Each Holder of the Series A Notes and of the Series B Notes, by its
acceptance thereof (and each subsequent holder of any of the Notes by its
acceptance thereof), agrees that it has not relied upon the Collateral Agent in
making its own credit analysis and evaluation of the Grantors and filings
relating thereto and its own decision to acquire the interest in one or more of
the Notes and that it will, independently and without reliance upon the
Collateral Agent and based on such documents and information as it shall deem
appropriate at the time, continue to make its own analysis and decisions in
taking or not taking action under this Agreement. Except for actions expressly
required of the Collateral Agent hereunder, the Collateral Agent shall not be
required to keep itself informed as to the performance or observance by the
Grantors of this Agreement or to inspect the properties or books of any Person.
Except for notices, reports and other documents required to be provided to the
Series A Trustee and the Series B Trustee by the Collateral Agent hereunder, the
Collateral Agent shall not have any duty or responsibility to provide the Series
A Trustee or the Series B Trustee or the holders of the Notes with any credit or
other information concerning the affairs, financing condition or business of the
Grantors (or any of their respective subsidiaries or other affiliates) which may
come into the possession of the Collateral Agent in its individual capacity or
any of its affiliates.
(f) Except for action expressly required of the Collateral Agent hereunder,
the Collateral Agent shall in all cases be fully justified in failing or
refusing to act hereunder, unless it shall have received indemnification to its
satisfaction from the Series A Trustee and the Series B Trustee in respect of
any liability and expense which may be incurred by the Collateral Agent by
reason of taking or continuing to take any such action, it being understood that
the unsecured undertaking from any institutional holder of an interest in the
Notes in respect of such obligations shall be satisfactory for these purposes.
If, with respect to a proposed action to be taken by it, the Collateral Agent
shall determine in good faith that the provisions of this Agreement relating to
the functions or responsibilities of the Collateral Agent are or may be
ambiguous or inconsistent, the Collateral Agent shall notify the Series A
Trustee and the Series B Trustee, identifying the proposed action and the
provisions that it considers are or may be ambiguous or inconsistent, and may
decline to perform such function or responsibility unless it has received
written confirmation that the Series A Trustee and the Series B Trustee concur
in the circumstances that the action proposed to be taken by the Collateral
Agent is consistent with the terms of this Agreement or is otherwise
appropriate. The Collateral Agent shall be fully protected in acting or
refraining from acting upon the confirmation of the Series A Trustee and the
Series B Trustee in this respect, and such confirmation shall be binding upon
the Series A Trustee and the Series B Trustee. Except as otherwise specifically
provided hereby, the Collateral Agent need not exercise any rights, power or
remedies under this Agreement or give any
consent (except consents given in conjunction with releases of Collateral
expressly permitted by this Agreement) under this Agreement unless it shall have
been directed to do so in writing by, or, as applicable, shall have received the
written consent to the relevant action of, the Series A Trustee and the Series B
Trustee, as applicable.
(g) Subject to the appointment and acceptance of a successor Collateral
Agent as provided below, the Collateral Agent may resign at any time by giving
notice thereof to the Series A Trustee, the Series B Trustee and the Grantors.
In addition, the Collateral Agent may be removed at any time with or without
cause by notice to the Collateral Agent by the Series A Trustee and the Series B
Trustee acting together. Upon any such resignation or removal, the Series A
Trustee shall have the right to appoint a successor Collateral Agent reasonably
satisfactory to the Series B Trustee and the Grantors. If no such successor
Collateral Agent shall have been so appointed or having been so designated,
shall not have accepted such appointment, within (30) thirty days after notice
of the resignation or removal of the Collateral Agent, then the retiring or
removed Collateral Agent may, on behalf of the Series A Trustee and the Series B
Trustee, appoint a successor Collateral Agent which shall be a bank or trust
company with an office in New York City, Borough of Manhattan, having a combined
capital and surplus of at least $500,000,000 (if any such institution be willing
to serve as collateral agent hereunder). Upon the acceptance of any appointment
as Collateral Agent hereunder by a successor Collateral Agent, such successor
Collateral Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring or removed Collateral
Agent, and the retiring or removed Collateral Agent shall be discharged from its
duties and obligations hereunder (except that the resigning Collateral Agent
shall deliver all Collateral then in its possession under this Agreement to the
successor Collateral Agent).
(h) Neither the Series A Trustee nor the Series B Trustee shall be
individually liable for any collateral agency fees, as CMI has agreed to pay the
Collateral Agent the collateral agency fees separately agreed upon between CMI
and the Collateral Agent with respect to this Agreement and to pay any successor
to the Collateral Agent such collateral agency fees as such successor Collateral
Agent shall from time to time charge (in accordance with normal practice) for
performance of services of the type required by it hereunder. Such amounts
payable to the Collateral Agent shall be entitled to the benefits of a lien on
the Collateral only in respect of such obligations and to the extent of such
amounts.
(i) The Collateral Agent shall be responsible (but the parties hereto
acknowledge that in the first instance the relevant Grantor has taken all
necessary action) for any required recording or filing of this Agreement, all
necessary Uniform Commercial Code financing, amendment and/or continuation
statements, and any other instruments of further assurance, and for taking all
other actions described in this Agreement as being advisable to maintain the
validity, perfection or priority of the security interests created and intended
to be created by this Agreement. The
Collateral Agent shall not be responsible for seeing that any of the
Collateral is adequately insured, or for the sufficiency of the security for the
Notes. The Collateral Agent may ascertain or inquire as to the performance or
observance of any agreement on the part of any of the Grantors and advice as to
the performance of such agreements. The Collateral Agent shall have no
obligation to perform (although it may in its discretion perform) any of the
Grantors' obligations under this Agreement, it being understood that whenever in
this Agreement a provision shall give the Collateral Agent the right "in its
discretion", or to the extent it shall "deem it necessary", to take or request
certain types of action, such provision shall not be construed to require the
Collateral Agent to exercise discretion or make determinations as to whether to
request or take such action and, provided, however, that to the extent jointly
instructed the Series A Trustee and the Series B Trustee pursuant to the
applicable provisions of this Agreement, the Collateral Agent shall request or
take the action which it is so instructed to request or take.
(j) Each of the Grantors agrees, jointly and severally, to indemnify,
defend and hold harmless the Collateral Agent and its respective directors,
officers, employees and agents from and against any and all claims, losses,
liabilities, obligations, actions, judgments, suits, damages, costs, expenses
and disbursements (including, without limitation, the reasonable fees and
disbursements of counsel) of any kind or nature whatsoever that may at any time
be reasonably incurred by the Collateral Agent or any such Person (hereinafter
the "Indemnification Amount") growing out of or resulting from (i) this
Agreement (including, without limitation, the enforcement of such document) or
(ii) any refund or adjustment of any amount paid or payable to the Collateral
Agent under or in respect of this Agreement or the Collateral, or any interest
thereon, which may be ordered or otherwise required by any Person.
(k) CMI will pay upon demand to the Collateral Agent the amount of any and
all reasonable out-of-pocket expenses, including the reasonable fees and
expenses of its counsel (and any local counsel) and of any experts and agents,
which the Collateral Agent may incur in connection with (i) the administration
of this Agreement, (ii) the custody or preservation of, or the sale, collection
from, or other realization upon, any of the Collateral, (iii) the exercise or
enforcement (whether through negotiations, legal proceedings or otherwise) of
any of the rights of the Collateral Agent under this Agreement (iv) the failure
by CMI, any other Grantor or any Person (other than the Collateral Agent) to
perform or observe any of the provisions of this Agreement.
(l) Each of CMI, CMM and XX Xxxxxxx hereby irrevocably constitutes and
appoints the Collateral Agent and any officer or agent of the Collateral Agent,
with full power of substitution, as its true and lawful attorney-in-fact with
full irrevocable power and authority in the place and stead of CMI, CMM or XX
Xxxxxxx, as applicable, and in the name of CMI, CMM or XX Xxxxxxx, as
applicable, or in the Collateral Agent's own name, at any time during the
continuance of an Event of Default in the Collateral Agent's discretion, for the
purpose of carrying out the
terms of this Agreement, to take any and all appropriate action and to
execute any and all documents and instruments which may be necessary or
reasonably desirable to accomplish the purposes of this Agreement, including,
without limitation, any checks or other orders for the payment of money
representing unpaid Collateral, financing statements, endorsements, assignments
or other instruments of transfer.
11. Limitation on Duties Regarding Collateral. The Collateral Agent's sole
duty with respect to the custody, safekeeping and physical preservation of the
Collateral in its possession, under Section 9-207 of the Code (or any successor
provision) or otherwise, shall be to deal with it in the same manner as the
Collateral Agent deals with similar securities and property for its own account.
Subject to the terms of the respective Indentures, the Collateral Agent shall
not be liable for failure to demand, collect or realize upon any of the
Collateral or for any delay in doing so nor shall it be under any obligation to
sell or otherwise dispose of any Collateral upon the request of CMI or any other
Person or to take any other action whatsoever with regard to the Collateral or
any part thereof; provided, however, that the Collateral Agent shall be liable
and responsible for any act or omission constituting negligence or willful
misconduct.
12. Execution of Financing Statements. To the extent permitted under the
Code, each of CMI, CMM and XX Xxxxxxx hereby authorizes the Collateral Agent to
file financing and continuation statements with respect to the applicable
Collateral (as indicated in Section 2 hereof) without the signature of CMI, CMM
or XX Xxxxxxx, as applicable, in such form and in such filing offices as are
appropriate to perfect the security interests of the Collateral Agent under this
Agreement. A carbon, photographic or other reproduction of this Agreement shall
be sufficient as a financing statement for filing in any jurisdiction.
13. Notices. Notices, requests and demands to or upon CMI, CMM or XX
Xxxxxxx hereunder shall be sent to CMI in the manner set forth in Section 12.02
of the respective Indentures. Notices, requests and demands to or upon the
Collateral Agent shall be sent to:
Xxxxx Fargo Bank Minnesota National Association
Sixth and Marquette; MAC X0000-000
Xxxxxxxxxxx, XX 00000
Attention: Corporate Trust Services
Fax: (000) 000-0000
14. Authority of Collateral Agent. Each of CMI, CMM, XX Xxxxxxx, the Series
A Trustee and the Series B Trustee acknowledges that the rights and
responsibilities of the Collateral Agent under this Agreement with respect to
any action taken by the Collateral Agent or the exercise or non-exercise by the
Collateral Agent of any option, right, request, judgment or other right or
remedy provided for herein or resulting or arising out of this Agreement shall,
as between the Collateral Agent and the Series A Note Holders and the Collateral
Agent and the Series B Note Holders, be governed by the applicable Indenture and
by such other agreements with respect thereto as may exist from time to time
among them, but, as between the Collateral Agent and CMI, CMM or XX Xxxxxxx, the
Collateral Agent shall be conclusively presumed to
be acting as agent for one or both of the Series A Note Holders and the
Series B Note Holders, as the case may be, with full and valid authority so to
act or refrain from acting.
15. Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
16. Paragraph Headings. The paragraph headings used in this Agreement are
for convenience of reference only and are not to affect the construction hereof
or be taken into consideration in the interpretation hereof.
17. No Waiver; Cumulative Remedies. Neither the Collateral Agent, any
Series A Note Holder or any Series B Note Holder shall by any act (except by a
written instrument pursuant to Section 18 hereof), delay, indulgence, omission
or otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Default or Event of Default or in any breach of any of the
terms and conditions hereof. No failure to exercise, nor any delay in
exercising, on the part of the Collateral Agent, any Series A Note Holder or any
Series B Note Holder, any right, power or privilege hereunder shall operate as a
waiver thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by the Collateral Agent, any
Series A Note Holder or any Series B Note Holder of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any right or
remedy which the Collateral Agent, any Series A Note Holder or any Series B Note
Holder would otherwise have on any future occasion. The rights and remedies
herein provided are cumulative, may be exercised singly or concurrently and are
not exclusive of any rights or remedies provided by law.
18. Waivers and Amendments: Successors and Assigns: Governing Law. None of
the terms or provisions of this Agreement may be waived, amended, supplemented
or otherwise modified except as permitted under Article 9 of the respective
Indentures, which is incorporated herein by reference. This Agreement shall
create a continuing security interest, shall be binding upon the successors and
assigns of CMI, CMM and XX Xxxxxxx, and shall inure to the benefit of the
Collateral Agent, the Series A Note Holders and the Series B Note Holders and
their respective permitted successors and assigns. This Agreement shall be
governed by, and construed and interpreted in accordance with, the laws of the
State of New York.
19. Subordination. Notwithstanding anything in this Agreement to the
contrary, no Miscellaneous Collateral Cashflow or other additional Proceeds
shall be applied toward the Series B Notes Secured Obligations until the Series
A Notes Secured Obligations are paid in full.
20. Counterpart Originals. This Agreement may be signed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
together constitute one and the same agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly
executed and delivered as of the date first above written.
CRIIMI XXX XXXXXXX BUILDING, INC. CRIIMI MAE INC.
/s/By: /s/By:
--------------------------------- ----------------------------------------
Name: Name:
Title: Title:
CRIIMI MAE MANAGEMENT, INC.
/s/By:
----------------------------------------
Name:
Title:
XXXXX FARGO BANK MINNESOTA, XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION NATIONAL ASSOCIATION
(in its capacity as the (in its capacity as the Series B Trustee)
Series A Trustee)
/s/By: /s/By:
--------------------------------- ----------------------------------------
Name: Name:
Title: Title:
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
(in its capacity as the Collateral Agent)
/s/By:
---------------------------------
Name:
Title:
Schedule I
Aim Fund Proceeds
"Aim Fund Proceeds" means all right, title and interest of CMI, through CRIIMI,
Inc. and any affiliates of CRIIMI, Inc. receiving any "aim fund proceeds" (as
defined below), and of CMI and CMM, through CRI/Aim Investment L.P., in and to
the "aim fund proceeds" (as defined below). For purposes of the foregoing
sentence, "aim fund proceeds" means (a) all proceeds (including, without
limitation, payments, distributions, fees, compensation, reimbursements and the
like) received by CMI from CRIIMI, Inc., a wholly-owned subsidiary of CMI, or
affiliates of CRIIMI, Inc. receiving any Aim Fund Proceeds, by virtue of and
attributable to the partnership interests held by CRIIMI, Inc. in the four
publicly traded AIM Fund Partnerships: (i) American Insured Mortgage Investors
Partnership, (ii) American Insured Mortgage Investors - Series 85, L.P., (iii)
American Insured Mortgage Investors L.P. - Series 86, and (iv) American Insured
Mortgage Investors L.P. - Series 88, and (b) all proceeds received by CMI and
CMM from CRI/AIM Investment L.P. by virtue of or attributable to their
Partnership Interests in CRI/AIM Investment L.P. and CRI/Aim Investment L.P.'s
limited partnership interest in Aim Acquisition Partners, L.P.
Schedule II
Insured Mortgage Proceeds
"Insured Mortgage Proceeds" means all right, title and interest of CMI, through
its three wholly-owned subsidiaries referenced below, in and to the Insured
Mortgage Proceeds which consist of the CMO-I Excess Payments, CMO-II Excess
Payments and CMO-III Excess Payments (in each case as defined below).
Capitalized terms used without definition in the following definitions shall
have the meanings given to them in the respective referenced underscored
agreements.
"CMO-I EXCESS PAYMENTS" means (a) payments of excess interest and
prepayment penalties, including, without limitation, all Excess
Amounts, as defined in the related Participation Agreement, dated
October 11, 1995, among CMI, CRIIMI MAE Financial Corporation, and
State Street Bank and Trust Company, as trustee, and (b) distributions
of any of the assets constituting the Trust Estate, including, without
limitation, any Whole Loan PCs, Non-Interest Strip PCs (in each case,
pledged to the trust and remaining after discharge of the trust or
release of the pledge thereon) and any proceeds therefrom (remaining
after discharge of the trust or release of the pledge thereon) that,
with respect to each of the foregoing payments and distributions, CMI
receives directly or from CRIIMI MAE Financial Corp., a wholly-owned
subsidiary, by virtue of and attributable to the FHA insured mortgage
loans and GNMA mortgage-backed securities that are pledged, as of the
date hereof, by CRIIMI MAE Financial Corp. to secure CRIIMI MAE
Financial Corporation's 7% Collateralized Mortgage Obligations.
"CMO-II EXCESS PAYMENTS" means (a) payments of excess interest and
prepayment penalties, including, without limitation, payments of any
Funding Surplus, as defined in the Funding Note Purchase and Security
Agreement, dated as of September 22, 1995, among Federal Home Loan
Mortgage Corporation, CMI and CRIIMI MAE Financial Corporation II, and
payments of any excess funds from the Collection Account on any
Prepayment Date, and (b) distributions on account of the collateral,
including, without limitation, the Pledged Securities, pledged to
Xxxxxxx Mac (in each case, remaining after discharge of such pledge)
and any proceeds therefrom (remaining after discharge of such pledge)
that, with respect to each of the foregoing payments and distributions,
CMI receives directly or from CRIIMI MAE Financial Corporation II, a
wholly-owned subsidiary, by virtue of and attributable to the Xxxxxxx
Mac Giant GNMA-backed securities that are pledged, as of the date
hereof, by CRIIMI MAE Financial Corporation II, to secure Xxxxxxx Mac's
Structured Pass-Through Securities (Guaranteed), Series C007.
"CMO-III EXCESS PAYMENTS" means (a) payments of excess interest and
prepayment penalties, including, without limitation, payments of any
Funding Surplus and Excess Funds, as defined in the Funding Note
Issuance and Security Agreement, dated as of December 15, 1995, among
Federal National Mortgage Association, CMI and CRIIMI MAE Financial
Corporation III, and payments of any excess funds from the Collection
Account on any Prepayment Date, and (b) distributions on account of the
Collateral, including, without limitation, the Pledged Securities,
pledged to Xxxxxx Xxx (in each case, remaining after discharge of such
pledge) and any proceeds therefrom (remaining after discharge of such
pledge) that, with respect to each of the foregoing payments and
distributions, CMI receives directly or from CRIIMI MAE Financial
Corporation III, a wholly-owned subsidiary, by virtue of and
attributable to certain
GNMA mortgage-backed securities that are pledged, as of the date
hereof, by CRIIMI MAE Financial Corporation III, to secure Xxxxxx Mae's
Guaranteed Grantor Trust Pass-Through Certificates issued by Xxxxxx Mae
Grantor Trust 1995-T5.
Schedule III
Interest Strip Certificates
"Interest Strip Certificates" means the following certificates each representing
a participation interest in an Interest Strip corresponding to the referenced
FHA Loan number issued pursuant to the Participation Agreement described in
Schedule II:
Aspen-Xxxxxxx Apartments
FHA No. 031-35192
Xxxxxx Xxxxxx House Exp.
FHA No. 086-43027
Xxxxxx Xxxxxx House II
FHA No. 086-15004
Xxxx Avenue Nursing Home
FHA No. 117-43049
Centralia Fireside
FHA No. 072-43092
Country Place
FHA No. 114-11126
Xxxxxx Manor
FHA No. 052-43041
Eastgate Nursing
FHA No. 016-43064
Guardian Court Apartments
FHA No. 083-10013
Xxxxxxxxxx Xxxxxxxxxx
XXX Xx. 000-00000
Xxxxxxxx Xxxx Manor
FHA No. 118-43026
Lakeside Gardens
FHA No. 073-12003
Quality Link
FHA No. 053-43083
Riverchase Garden Apartments
FHA No. 062-11019
Southern Oaks
FHA No. 117-43048
Schedule IV
Mezzanine Notes
"Mezzanine Notes" means those six notes identified below evidencing six loans
secured by certain partnership interests made to various borrowers by CMI and XX
Xxxxxxx Building, Inc.
1. Lender- CRIIMI MAE Inc.
Borrower- Xxxxx'x XX Limited Partnership
Original Principal Amount- $2,260,000.00
Date- June 29, 1998
2. Lender- CRIIMI MAE Inc.
Borrower- MBSCO Limited Partnership
Original Principal Amount- $500,000.00
Date- September 16, 1998
3. Lender- CRIIMI MAE Inc.
Borrower- MDR Shoppes Limited Partnership
Original Principal Amount- $920,000.00
Date- April 6, 1998
4. Lender- XX Xxxxxxx Building, Inc.
Borrower- The Jewelry Center Limited Partnership
Original Principal Amount- $2,070,000.00
Date- February 25, 1998
5. Lender- CRIIMI MAE Inc.
Borrower- Mission Falls Corporation
Original Principal Amount- $600,000.00
Date- September 14, 1998
6. Lender- CRIIMI MAE Inc.
Borrower- MDR Plaza Limited Partnership
Original Principal Amount- $700,000.00
Date- September 29, 1997
"Mezzanine Notes Collateral" means the partnership interests and related
collateral (including any guarantees) securing the Mezzanine Notes.
Schedule V
Partnership Interests
"Partnership Interests" means all of CMI's and CMM's partnership interests
in CRI/Aim Investment L.P., identified as follows:
Partnership Interest
CMI Sole limited partner with 50% interest
CMM Sole general partner with 50% interest
