EXHIBIT 4.4
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CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
(Depositor)
and
KEYBANK NATIONAL ASSOCIATION
(Seller)
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MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of March 1, 2002
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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 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. [Reserved]....................................................
Section 13. Expenses; Recording Costs.....................................
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 for KeyBank Loans
Schedule III Mortgage Loans Constituting Mortgage Groups
Schedule IV Mortgage Loans with Lost Mortgage Notes
Schedule V Exceptions with Respect to Seller's Representations and Warranties
Exhibit A Representations and Warranties of Seller Regarding the Mortgage
Loans
Exhibit B Form of Lost Mortgage Note Affidavit
Exhibit C Form of Assignment of Mortgage(s) and Assignment of Assignment of
Lessor's Interests in Leases, Rents and Profits
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (this "Agreement"), dated as
of March 1, 2002, is made by and between KEYBANK NATIONAL ASSOCIATION, a
national banking association ("Seller"), and CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP., a Delaware corporation (the "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.
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. Depositor intends to deposit the Mortgage Loans
and other assets into 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 Schedule II to Xxxxx Fargo Bank
Minnesota, N.A. as trustee (the "Trustee"), against receipt by Seller of a trust
receipt, pursuant to an arrangement between Seller and the Trustee; provided,
however, that item (p) in the definition of Mortgage File (below) shall be
delivered to the Master Servicer for inclusion in the Servicer File (defined
below) with a copy delivered to the Trustee for inclusion in the Mortgage File.
Section 2. Closing Date Actions. The sale of the Mortgage Loans
shall take place on the Closing Date, subject to and simultaneously with the
deposit of the Mortgage Loans into the Trust Fund, the issuance of the
Certificates and the sale of (a) the 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, 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 (as defined herein) 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" paid by Depositor shall be equal to $229,776,711.
(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 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 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
Certificates pursuant to the Offering Circular.
Section 3. Conveyance of Mortgage Loans. On the Closing Date, Seller
shall sell, convey, assign and transfer, 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) 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. Each Mortgage File shall contain the following documents:
(a) the original Note, or with respect to those Mortgage Loans
listed in Schedule IV hereto, a "lost note affidavit" substantially in the form
of Exhibit B hereto and a true and complete copy of the Note, bearing, or
accompanied by, all prior and intervening endorsements or assignments showing a
complete chain of endorsement or assignment from the Mortgage Loan Originator
either in blank or to the Seller, and further endorsed (at the direction of the
Depositor given pursuant to the Mortgage Loan Purchase Agreement) by the Seller,
on its face or by allonge attached thereto, without recourse, to the order of
the Trustee in the following form: "Pay to the order of Xxxxx Fargo Bank
Minnesota, N.A., as trustee for the registered Holders of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2002-CKP1, without recourse, representation or warranty, express or
implied;"
(b) a duplicate original Mortgage or a counterpart thereof or, if
such Mortgage has been returned by the related recording office, (A) an
original, (B) a certified copy or (C) a copy thereof from the applicable
recording office and originals or counterparts (or originals or copies of
certified copies from the applicable recording office) of any intervening
assignments thereof from the Mortgage Loan Originator to the Seller, in each
case in the form submitted for recording or, if recorded, with evidence of
recording indicated thereon;
(c) an original Assignment of Mortgage substantially in the form of
Exhibit C hereto (or an alternative form approved by the Depositor) in
recordable form, either in blank or from the Seller (or the Mortgage Loan
Originator) to "Xxxxx Fargo Bank Minnesota, N.A., as trustee for the registered
Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2002-CKP1;"
(d) an original, counterpart or copy of any related Assignment of
Leases (if such item is a document separate from the Mortgage) and the
originals, counterparts or copies of any intervening assignments thereof from
the Mortgage Loan Originator of the Loan to the Seller, in each case in the form
submitted for recording or, if recorded, with evidence of recording thereon;
(e) an original assignment of any related Assignment of Leases (if
such item is a document separate from the Mortgage), substantially in the form
of Exhibit C hereto (or an alternative form approved by the Depositor) in
recordable form, either in blank or from the Seller (or the Mortgage Loan
Originator) to "Xxxxx Fargo Bank Minnesota, N.A., as trustee for the registered
Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2002-CKP1;"
(f) an original or true and complete copy of any related Security
Agreement (if such item is a document separate from the Mortgage) and the
originals or copies of any intervening assignments thereof from the Mortgage
Loan Originator to the Seller;
(g) an original assignment of any related Security Agreement (if
such item is a document separate from the Mortgage), either in blank or from the
Seller (or the Mortgage Loan Originator) to "Xxxxx Fargo Bank Minnesota, N.A.,
as trustee for the registered Holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2002-CKP1," which assignment may be included as part of an omnibus assignment
covering other documents relating to the Mortgage Loan provided that such
omnibus assignment is effective under applicable law;
(h) originals or copies of all (A) assumption agreements, (B)
modifications, (C) written assurance agreements and (D) substitution agreements,
together with any evidence of recording thereon or in the form submitted for
recording, in those instances where the terms or provisions of the Mortgage,
Note or any related security document have been modified or the Mortgage Loan
has been assumed;
(i) the original lender's title insurance policy or a copy thereof
(together with all endorsements or riders that were issued with or subsequent to
the issuance of such policy), or if the policy has not yet been issued, a
binding written commitment (which may be a pro forma or specimen title insurance
policy which has been accepted or approved in writing by the related title
insurance company) or interim binder that is marked as binding and countersigned
by the title company, insuring the priority of the Mortgage as a first lien on
the related Mortgaged Property, relating to such Mortgage Loan;
(j) the original or a counterpart of any guaranty of the obligations
of the Borrower under the Mortgage Loan;
(k) certified or other copies of all UCC Financing Statements and
continuation statements which show the filing or recording thereof or copies
thereof in the form submitted for filing or recording sufficient to perfect (and
maintain the perfection of) the security interest held by the Mortgage Loan
Originator (and each assignee prior to the Trustee) in and to the personalty of
the Borrower at the Mortgaged Property, and original UCC assignments in a form
suitable for filing or recording, sufficient to transfer such security interest
to the Trustee;
(l) the original or copy of the power of attorney (with evidence of
recording thereon) granted by the Borrower if the Mortgage, Note or other
document or instrument referred to above was not signed by the Borrower;
(m) with respect to any debt of a Borrower permitted under the
related Mortgage Loan, an original or copy of a subordination agreement,
standstill agreement or other intercreditor agreement relating to such other
debt, if any, including any mezzanine loan documents or preferred equity
documents;
(n) if any related Lock-Box Agreement or Cash Collateral Agreement
is separate from the Mortgage or Loan Agreement, a copy thereof; with respect to
the Cash Collateral Accounts and Lock-Box Accounts, if any, a copy of the UCC-1
financing statements, if any, submitted for filing with respect to the Seller's
security interest in the Cash Collateral Accounts and Lock-Box Accounts and all
funds contained therein (and UCC-2 or UCC-3 financing statement assignments
assigning such security interest to the Trustee on behalf of the
Certificateholders);
(o) an original or counterpart of the Loan Agreement (if separate
from the Mortgage);
(p) the originals of letters of credit, if any, relating to the
Mortgage Loans, and amendments thereto which entitles the Trust to draw thereon;
(q) the original environmental indemnity agreement, if any, related
to the Mortgage Loan;
(r) any related environmental insurance policies and any
environmental guaranty or indemnity agreements or copies thereof;
(s) the original ground lease, if any, and any amendments,
modifications or extensions thereto, and any ground lease estoppel, or a
certified copy thereof; and
(t) any additional documents required to be added to the Mortgage
File pursuant to the Pooling and Servicing Agreement.
Notwithstanding the foregoing, in the event that, in connection with
any Mortgage Loan listed on Schedule II hereto, the Seller cannot deliver, or
cause to be delivered, an original, counterpart or certified copy of any of the
documents required to be delivered pursuant to clauses (b), (d), (h), (k) (other
than assignments of UCC financing statements to be recorded or filed in
accordance with the transfer contemplated by this Agreement), (l) and (n) (other
than assignments of UCC financing statements to be recorded or filed in
accordance with the transfer contemplated by this Agreement) above with evidence
of recording or filing thereon 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, the Seller shall
deliver, or cause to be delivered, to the Trustee a duplicate original or true
copy of such document certified by the applicable public recording or filing
office, the applicable title insurance company or the Seller to be a true and
complete duplicate original or copy of the original thereof submitted for
recording or filing.
Notwithstanding the foregoing, in the event that, in connection with
any Mortgage Loan listed on Schedule II hereto, the Seller cannot deliver, or
cause to be delivered, an original, counterpart or certified copy of any of the
documents required to be delivered pursuant to clauses (b), (d), (h), (k) (other
than assignments of UCC financing statements to be recorded or filed other than
in accordance with the transfer contemplated by this Agreement), (l) and (n)
(other than assignments of UCC financing statements to be recorded or filed in
accordance with the transfer contemplated by this Agreement) above with evidence
of recording or filing thereon, for any other reason, including without
limitation, that such non-delivered document has been lost, the delivery
requirements of this Agreement shall be deemed to have been satisfied and such
non-delivered document shall be deemed to have been included in the related
Mortgage File if a photocopy of such non-delivered document (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 on or before the Closing Date.
Notwithstanding the foregoing, in the event that the Seller cannot
deliver to the Trustee any UCC-2 or UCC-3 assignment with the filing information
of the UCC-1 financing statement with respect to any Mortgage Loan listed on
Schedule II hereto being assigned, solely because such UCC-1 financing statement
has not been returned by the public filing office where such UCC-1 financing
statement has been delivered for filing, Seller shall deliver or cause to be
delivered to the Trustee a photocopy of such UCC-2 or UCC-3 assignment with the
filing information left blank. The Seller, promptly upon receipt of the
applicable filing information of the UCC-1 financing statement being so
assigned, shall deliver or cause to be delivered to the Trustee the original
UCC-2 or UCC-3 assignment with all appropriate filing information set forth
thereon.
Notwithstanding the foregoing, Seller may, at its sole cost and
expense, engage a third party contractor to prepare or complete in proper form
for filing or recording any and all Assignments of Mortgage, assignments of
Assignments of Leases and assignments of UCC financing statements to the Trustee
to be delivered pursuant to clauses (c), (e), (k) and (n) above (collectively,
the "Assignments"), to submit the Assignments for filing and recording, as the
case may be, in the applicable public filing and recording offices and to
deliver the Assignments to the Trustee or its designee as the Assignments (or
certified copies thereof) are received from the applicable filing and recording
offices with evidence of such filing or recording indicated thereon; provided,
however, that in the event the Seller engages a third party contractor as
contemplated in the immediately preceding sentence, the rights, duties and
obligations of the Seller pursuant to this Agreement remain binding on such
Seller.
Within ten (10) Business Days after the Closing Date, the Seller
shall deliver the Servicer Files with respect to each of the Mortgage Loans
listed on Schedule II hereto to the Master Servicer or, a Primary Servicer (with
a copy to the Master Servicer) under the direction of the 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 the Seller's possession relating to such applicable
Mortgage Loans (including reserve and escrow agreements, cash management
agreements, lockbox agreements, financial statements and any other information
provided by the respective Borrower from time to time, but excluding documents
prepared by the Seller or any of its Affiliates solely for internal
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 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 Loans in such group of Crossed Loans, the
inclusion of the original or certified copy of such document or instrument in
the Mortgage File for any of such Crossed Loans and the inclusion of a copy of
such original or certified copy in each of the Mortgage Files for the other
Crossed Loans in such group of Crossed 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 Loan.
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 Mortgage Note, the 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 uses, 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 Master Servicer via wire transfer for deposit by the
Master Servicer into the Collection Account.
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 the 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 shall be
true and correct in all material respects as of the Closing Date; and no event
shall have occurred with respect to the 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 the
Depositor's attorneys, shall have received in escrow, all of the following
closing documents, in such forms as are agreed upon and reasonably acceptable to
the Depositor and the Seller, duly executed by all signatories other than
Depositor, as required pursuant to the respective terms thereof:
(i) the Mortgage Files, subject to the proviso of Section 1 of this
Agreement, which shall have been delivered to and held by the Trustee on
behalf of Seller;
(ii) the Mortgage Loan Schedule;
(iii) the certificate of the Seller confirming its representations
and warranties set forth in Section 6 as of the Closing Date;
(iv) an opinion or opinions of Seller's counsel, dated the Closing
Date, in form acceptable to the Depositor as to various corporate matters
and such other matters as shall be reasonably required by the Depositor.
Such opinion may express its reliance as to factual matters on,
among other things specified in such opinion, the representations and warranties
made herein, and on certificates or other documents furnished by officers of
Seller.
In rendering the opinions expressed above, such counsel may limit
such opinions to matters governed by the laws of the State of Ohio and the laws
of the State of New York and the United States and shall not be required to
express any opinion with respect to the registration or qualification of the
Certificates under any applicable state or federal securities laws.
Such counsel shall state that, although such counsel has not
specifically considered the possible applicability to Seller of any other laws,
regulations, judgments, orders or decrees, no facts have been disclosed to such
counsel that cause such counsel to conclude that any other consent, approval or
action is required;
(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.
(vi) all other information, documents, certificates, or letters with
respect to the Mortgage Loans or the Sellers and their Affiliates as are
reasonably requested by the Depositor in order for the 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 the
Depositor as contemplated herein;
(c) The 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) The 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
the 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. The 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:
(A) 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;
(B) 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; and
(c) The 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 national
banking association in good standing under the laws of the United States
of America. 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, investigation, action, suit or proceeding before or by any court,
regulatory authority or governmental agency or body pending or, to the
knowledge of Seller, threatened, which is reasonably likely to materially
and adversely affect the performance by Seller of this Agreement or the
consummation of transactions contemplated by this Agreement.
(ii) Seller has the full power, authority and legal right to hold,
transfer and convey the Mortgage Loans owned by it 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 of association, as amended, or other organizational documents;
(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 the Depositor to realize on
the Mortgage Loans owned by Seller.
(iv) Seller is solvent and the sale of 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 creditors.
(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 (and
each agreement and document executed and delivered by Seller in connection
herewith), (b) Seller's transfer and assignment of the Mortgage Loans
owned by it, or (c) the consummation by Seller of the transactions
contemplated by this Agreement (and each agreement and 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
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) The consideration received by Seller upon the sale of the
Mortgage Loans owned by it constitutes fair consideration and reasonably
equivalent value for such 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 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
owned by it pursuant to this Agreement are not subject to the bulk
transfer or similar statutory provisions in effect in any applicable
jurisdiction.
(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 owned by it to the
Depositor hereunder except for the reimbursement of expenses as described
herein or otherwise in connection with the transactions described in
Section 2 and 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 and
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.
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 any Certificateholder, the Master Servicer, the Special Servicer
or the Trustee discovers or receives notice: of a breach of any of the
representations or warranties made by the Seller with respect to the Mortgage
Loans listed on Schedule II hereto, as of the date hereof in Section 6(a)(xii)
or as of the Closing Date pursuant to Section 4(b)(iii) (a "Breach"); or that
(a) any document required to be included in the Mortgage File related to any
Mortgage Loan listed on Schedule II hereto is not in the Trustee's possession
within the time period required herein or (b) such document has not been
properly executed or is otherwise defective on its face (subsection (a) and (b)
each, a "Defect" (including the "Defects" described below) in the related
Mortgage File), such party shall give notice to the Master Servicer, the Special
Servicer, the Trustee and the Rating Agencies. If the Master Servicer or the
Special Servicer determines that such Breach or Defect materially and adversely
affects the value of any Mortgage Loan or the interests of the
Certificateholders therein, it shall give prompt written notice of such Breach
or Defect to the Depositor, the Trustee, the Master Servicer, the Special
Servicer and the Seller and shall request that the Seller not later than the
earlier of 90 days from the receipt by the Seller of such notice or discovery by
the Seller of such Breach or Defect (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
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 Master Servicer for deposit into the 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) the Seller has commenced and is
diligently proceeding with the cure of such material Breach or material Defect
within the Initial Resolution Period and (iv) the Seller has delivered to the
Rating Agencies 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
the Seller shall have an additional 90 days to cure such material Defect or
material Breach. With respect to 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 related date of 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) on or
prior to the related date of substitution shall not be part of the Trust Fund,
and the Seller shall be entitled to receive such payments promptly following
receipt by the Master Servicer or 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 "Defect" and to be conclusively presumed to materially and
adversely affect the interests of Certificateholders in a Mortgage Loan and to
be deemed to materially and adversely affect the interest of the
Certificateholders in and the value of a Mortgage Loan, (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 paragraph (ix)
of the definition of Mortgage File; (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 and a certificate stating that the
original intervening assignments were sent for recordation; or (e) the absence
from the Servicer File of any required original letter of credit (as required in
the proviso to Section 1 hereof), provided that such Defect may be cured by any
substitute letter of credit or cash reserve or (f) the absence from the Mortgage
File of any required ground lease.
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 to materially and adversely affect the interest of
Certificateholders therein and the Initial Resolution Period for the affected
Mortgage Loan shall be 90 days following the earlier of the 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 the 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 Breach or Defect is not capable of being so corrected or cured with
such period, then the Seller shall purchase 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 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 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 Loan in the Mortgage Group for purposes of the above
provisions, and the Seller will be required to repurchase or substitute for such
other Crossed Loan(s) in the related Mortgage Group in accordance with the
provisions of this Section 7 unless such other Crossed Loans satisfy the Crossed
Loan Repurchase Criteria (as defined in the Pooling and Servicing Agreement) and
satisfy all other criteria for substitution or repurchase of Mortgaged Property
set forth in the Pooling and Servicing Agreement. In the event that one or more
of such other Crossed Loans satisfy the Crossed Loan Repurchase Criteria, the
Seller may elect either to repurchase or substitute for only the affected
Crossed Loan as to which the related Breach or Defect exists or to repurchase or
substitute for all of the Crossed Loans in the related Mortgage Group. The
Seller shall be responsible for the cost of any Appraisal required to be
obtained by the Master Servicer to determine if the Crossed Loan Repurchase
Criteria have been satisfied, so long as the scope and cost of such Appraisal
has been approved by the Seller (such approval not to be unreasonably withheld).
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, the 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) the 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) such 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, together with any additional amounts
necessary to cover all reasonable out-of-pocket expenses reasonably incurred by
the Master Servicer, the Special Servicer, the Trustee or the Trust Fund in
connection therewith, including any unreimbursed advances and interest thereon
made with respect to the Mortgaged Property which, 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 Section
2.03(b) of the Pooling and Servicing Agreement.
The Purchase Price or Substitution Shortfall Amount for any
repurchased or substituted Mortgage Loan shall be payable to the 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 the Depositor or the Trustee, as the case may be, and the
Depositor or the Trustee, as the case may be, upon receipt of such funds, 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 the Seller the legal and
beneficial ownership of such Mortgage Loan (including any property acquired in
respect thereof or proceeds of any insurance policy with respect thereto) and
the related Mortgage Loan Documents.
It is understood and agreed that the obligations of the Seller set
forth in this Section 7 to cure, substitute for or repurchase a Mortgage Loan
listed on Schedule II hereto constitute the sole remedies available to the
Depositor and its successors and assigns respecting any Breach or Defect
affecting such Mortgage Loan.
Section 8. Crossed Loans. With respect to any Crossed Loan conveyed
hereunder, to the extent that the Seller repurchases or substitutes for an
affected Crossed Loan in the manner prescribed above while the Trustee continues
to hold any related Crossed Loans, the Seller and the Depositor (on behalf of
its successors and assigns) agree to modify upon such repurchase or
substitution, the related Loan Documents in a manner such that such affected
Crossed Loan repurchased or substituted by the Seller, on the one hand, and any
related Crossed Loans still held by the Trustee, on the other, would no longer
be cross-defaulted or cross-collateralized with one another; provided, that the
Seller shall have furnished to the Trustee, at its expense, with an Opinion of
Counsel that such modification shall not cause an Adverse REMIC Event; provided,
further, that if such Opinion cannot be furnished, the Seller and the Depositor
hereby agree that such repurchase or substitution of only the affected Crossed
Loans, notwithstanding anything to the contrary herein, shall not be permitted..
Any reserve or other cash collateral or letters of credit securing the Crossed
Loans shall be allocated between such Mortgage Loans in accordance with the
Mortgage Loan Documents. All other terms of the Mortgage Loans shall remain in
full force and effect, without any modification thereof.
Section 9. Rating Agency Fees; Costs and Expenses Associated with a
Defeasance. The Seller shall pay all Rating Agency fees associated with an
assumption of a Mortgage Loan to the extent such fees have not been paid by the
related Borrower and such Borrower is not required to pay them under the terms
of the related Mortgage Loan Documents in effect on or before the Closing Date.
The 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.
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 the consent of or notice to, or any 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 11 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. [Reserved]
Section 13. Expenses; Recording Costs. Seller agrees to reimburse
the Trustee or its designee all recording and filing fees 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. 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,
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 communications hereunder will 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., Eleven Madison Avenue, 5th Floor, New York, New York
10010, Attention: Xxxxx X. Xxxx, Telecopy No.: (000) 000-0000; and (b) if sent
to Seller, will be mailed, delivered or telecopied to it at KeyBank National
Association c/o Key Commercial Mortgage, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx
Xxxx, Xxxxxxxx 00000, Attention: X.X. Xxxxx, Telecopy No.: (000) 000-0000 (with
a copy to Key Bank National Association, 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx,
00000, Attention: Xxxxxx X. Xxxxx), or in the case of any such party, to such
other address or telecopy number as such party may hereafter furnish to the
other party by like notice.
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 March 13, 2002 among Seller, Depositor and the
Underwriters, 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 1934 Act, 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 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.
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 parties
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 primary mortgage insurance policies
identified on the Mortgage Loan Schedule, including all 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 (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
(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; and
(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. The Seller at the
direction of the 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.
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 the date first
above written.
KEYBANK NATIONAL ASSOCIATION,
as Seller
By: ___________________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP.,
as Depositor
By: ___________________________________
Name:
Title:
SCHEDULE I
SCHEDULE OF TRANSACTION TERMS
This Schedule of Transaction Terms is appended to and incorporated
by reference in the Mortgage Loan Purchase Agreement (the "Agreement"), dated as
of March 1, 2002, between KeyBank National Association (the "Seller") and Credit
Suisse First Boston Mortgage Securities Corp. (the "Depositor"). Capitalized
terms used herein without definition have the meanings given them in or by
reference in the Agreement or, if not defined in the Agreement, in the Pooling
and Servicing Agreement.
"Affiliate" means with respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person.
"Borrower" means the borrower under the Mortgage Loan.
"Certificate Purchase Agreement" means the Certificate Purchase
Agreement, dated March 13, 2002, between Depositor and the Initial Purchaser.
"Certificates" means each class of the Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series
2002-CKP1.
"Closing Date" means March 26, 2002.
"Code" means the Internal Revenue Code of 1986, as amended.
"Crossed Loan" means any Mortgage Loan which is cross-defaulted and
cross-collateralized with any other Mortgage Loan.
"Cut-off Date" means, the applicable Due Date for each Mortgage Loan
occurring in March 2002.
"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 exceptions with respect to the
representations and warranties made by the Seller as to the Mortgage Loans in
Section 6(a)(xii) and under the written certificate described in Section
4(b)(iii), which exceptions are set forth in Schedule V attached hereto and made
a part hereof.
"Initial Purchaser" means Credit Suisse First Boston Corporation.
"Loan Agreement" means, with respect to any Mortgage Loan, the loan
agreement, if any, between the Mortgage Loan Originator and the Borrower,
pursuant to which such Mortgage Loan was made.
"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 (subject to the proviso in Section 1).
"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 the Agreement.
"Mortgage Loans" means the mortgage loans to be sold to Depositor
pursuant to the Agreement, specifically identified in Schedule II to the
Agreement.
"Offered Certificates" means the Class A-1, Class A-2, Class A-3,
Class B, Class C, Class D and Class E Certificates.
"Offering Circular" means the confidential offering circular dated
March 13, 2002, describing certain classes of the Certificates.
"Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement creating the Trust Fund and the interests therein, dated as of March
1, 2002, among the Master Servicer, the Special Servicer, Depositor and the
Trustee, including the Mortgage Loan Schedule annexed thereto.
"Primary Collateral" means with respect to any Crossed Loan, that
portion of the Mortgaged Property designated as directly securing such Crossed
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 Loan.
"Prospectus" means the Prospectus, dated December 19, 2001.
"Prospectus Supplement" means the Prospectus Supplement, dated March
13, 2002, relating to the Offered Certificates.
"Servicer File" means, collectively, all documents, records and
copies pertaining to a Mortgage Loan listed on Schedule II which are required to
be included in the related Servicer File pursuant to Section 3 (subject to the
proviso in Section 1).
"Underwriters" means Credit Suisse First Boston Corporation,
McDonald Investments Inc., PNC Capital Markets, Inc. and Xxxxxxx, Sachs & Co.
"Underwriting Agreement" means the Underwriting Agreement, dated
March 13, 2002, between Depositor and the Underwriters.
SCHEDULE II
MORTGAGE LOAN SCHEDULE FOR KEYBANK LOANS
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2002-CKP1
# CROSSED PROPERTY NAME
--- ------- -------------
1 Metroplex West
2 000 X Xxxxxx Xxxxxx Xxxxxxxx
0 The Shops at Xxxxxxxxx Xxxxxx
0 XXXXX SOVRAN PORTFOLIO
4A Uncle Bob's Self Storage
4B Security Self Storage
4C Security Self Storage
4D Central Self Storage
4E Mini-Stor Self Storage
4F Uncle Bob's Self Storage
4G Central Self Storage
4H Uncle Bob's Self Storage
4I Uncle Bob's Self Storage
4J Central Self Storage
4K Security Self Storage
4L Uncle Bob's Self Storage
4M Uncle Bob's Self Storage
4N Central Self Storage
4O Saco Self Storage
4P Central Self Storage
4Q Uncle Bob's Self Storage
4R Central Self Storage
4S Uncle Bob's Self Storage
4T Central Self Storage
4U Central Self Storage
4V Security Self Storage
4W Security Self Storage
4X Central Self Storage
4Y Dor-Co Self Storage
4Z Central Self Storage
4AA Central Self Storage
5 (A) Xxxxxx Crossing
6 (A) Western Hills Marketplace
7 (A) Montgomery Crossing
0 Xxxx Xxxxxx Xxxxxx Xxxxxxxx
0 Xxx Xxxxx Office Portfolio
00 Xxxxxxx Xxxx Portfolio
11 Bridgepark Shopping Center
12 The Summit - Phase II
13 000 Xxxxx Xxxxxx
00 Xxxxxxxx Xxxxx @ Bayshore
15 Raytheon Building
16 Xxxxx Xxxxx Technology Center
00 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxx
00 Xxx Xxxxx Apartments
19 Chaparral Apartments
00 Xxxxxxx Xxxxx Xxxxxxxxxx
00 The Piccard Building
22 The Leeward Apartments
00 Xxxxxxxxxx Xxxxx Xxxxx
00 Xxxx Xxxxxxxx Apartments
00 Xxxxx Xxxx Xxxxxx
26 The Fox Chase Apartments
27 Honeywell Building
28 Brookwood Village Townhouses
29 Xxxxxxxxx Medical Building
30 The Medical Pavilion
31 Findlay Tall Timbers
00 Xxxxxx Xxxxx Xxxxx Xxxxxxxx Xxxxxx
00 Xxxxxx Xxxx Xxxxxxxxxx
00 Xxxxxxx Xxxxx Apartments
35 Tower Office Plaza 1
36 Versailles Apartments
37 Highland Road Village I & II
00 Xxxxxxxx Xxxxxxx Shopping Center
00 Xxxxxx Xxxx Xxxx Xxxxxxxx Xxxxxx
00 Xxxxxxxxxx Technology Center
41 Royal Oaks Manor Apartments
42 Xxxxxx Shopping Center
00 Xxxxxx Xxxxx Xxxxxxxxxx
00 Xxxxxxx'x Landing Apartments
45 Natomas Self Storage
46 Pine Creek Apartments
00 Xxxxxxxx Xxxxxx Xxxxxxxxxx
00 Xxxxxx Xxxxx of Emporia Apartments
00 Xxxx Xxxx Xxxx Apartments
50 Xxxxxxx Square Apartments
51 Oak Valley Apartments
52 Franklin Marketplace Shopping Center
53 Fairways Office Center
00 Xxx Xxxxxx Xxxxx Xxxxxxxxxx
00 Xxxxxx Xxxxx Apartments of Haysville
56 North Port Shopping Center
57 Hazleton Apartments
58 Best Buy Store #422-Richmond
59 Katella Plaza
00 Xxxxxxx Xxxxxx Xxxxxxxxxx
00 Xxxxx Xxxxxx Xxxxx
00 Apple Creek Apartments
63 Madison on Xxxxxxxx Apartments
00 Xxxxxxxxxxx Xxxxx Xxxx
00 Xxxxxxxxx Xxxxxxxx Xxxxxx I and II
66 St. Augustine Apartments
67 Xxxxxx'x Mercantile Center
68 Baric Commons Apartments
69 Xxxxxxx Restaurants
00 Xxxx Xxx Xxxxxxxxxx
00 Xxxxxxxxxx Xxxxx Medical Center
72 Breckenridge Apartments
73 Walgreens Drug Store-Scherville
74 Landmark Apartments
75 Walgreens Drug Store-Wichita
76 Silverwood Apartments
77 Walgreens Drug Store-Greenwood
78 Walgreens Plaza-Peabody
79 Walgreens Drug Store-Xxxxxxxx
00 Xxxxxxx Xxxxx Xxxxxxxxxx
00 Xxxxxxxx Xxxxxxx Apartments
82 Xxxxxxx Apartments
83 Terrace Park & Cancer Care Medical Office
84 Superior Self Storage
85 Dancea Apartments
86 Trail Commerce Center
00 Xxxxxxx Xxxxxx Xxxxxxxxxx
00 Walgreens Drug Store-Indianapolis
00 Xxx 0000 Xxxxxxxx
00 Xxxxx Xxxxx Mini Storage
91 Springwood Apartments
92 Best Buy-Joplin
00 Xxxxx Xxxxx Xxxxxxxxxx
00 Xxxxxxxxx Xxxx Xxxxx-Xxxxxx Xxxx
95 Central Park Apartments
96 The Bungalows
97 Chicago Heights Apartments
98 Xxxxx Xxxxx Shopping Center
99 Indian Ridge Apartments
100 Metroplaza Shopping Center
101 The Design Center
102 Xxxxxxxx Apartments
103 Spring Hollow Apartments
000 Xxxxxxx Xxxxx Xxxxxxxxxx
000 Xxxxxxx Xxxx Townhomes
106 Plaza South Shopping Center
107 Northern Passage Building
000 Xxxx xx Xxxxxxx Xxxxx II Apartments
109 Century Plaza Office Building
110 Regency Oaks Apartments
111 Park High Apartments
000 Xxxxxx Xxxx Xxxxx
000 Xxxxxxx/Xxxxxxx Xxxxxx Xxxxxx
000 Xxxxxx Xxxxxxx Mobile Home Park
115 (B) Hawthorne Apartments
116 (B) Pinecrest Apartments
117 Ingleside Quarters
118 Silver Lake Mobile Home Park
000 Xxxxxx Xxxxx Xxxxxxxxxx
000 Xxxxxx of Xxxxxxx
121 4402 Swiss Avenue
122 300 Xx Xxxxxx Lane
123 Xxxx Investments
000 Xxxxxxxx Xxxx 494 Shopping Center
125 Leisure Days RV Resort
000 Xxx Xxxxx Xxxx Apartments
127 Shadow Ridge Mobile Home Park
000 Xxxxxxxx Xxxxxxxx Xxxxxx - Xxxxx XX
000 00000 Encino Plaza
130 Shady Acres Mobile Home Park
131 Willow Brook Apartments
000 Xxxxxx Xxxxx Xxxxxxxxxx, Xxxxx I
133 Tempe Professional Plaza
134 Villa Park Mobile Home Park
000 Xxxxxxx Xxxxx
000 Xxxxxxx Xxxxx Mobile Home Park
000 Xxxxxxxxxx Xxxxxx
000 Xxxxxx Xxxxx Xxxxxxxxxx, Xxxxx II
139 Admiral Manufactured Housing Community and Self Storage
140 Blonde (Quality) Apartments
141 Ardmore Self-Service Storage
000 Xxxxxxxxxx Xxxx
000 Xxxxx Xxxxxxx Shopping Center
144 Fredricksburg Apartments
000 Xxxxxxxx Xxxxx Xxxxxxxxxx
000 Xxxx Xxxxx
147 Cheyenne Apartments
000 Xxxxxx Xxxxx Xxxxxxxxxx
000 Xxxx Xxxxxxx Apartments
150 000 Xxxxxxxxx Xxxxxx
000 Xxxxxxxx Xxxxx Apartments
000 Xxxxxx Xxxxx Xxxxxxxxxx
000 Xxxx Verde Mobile Home Park
154 Valley View Shopping Center
000 Xxxxx Xxxxx Xxxxxxxxxx
000 Xxxx Xxxxx Garden Apartments
ZIP MORTGAGE
# ADDRESS CITY STATE CODE LOAN SELLER
--- ------- ---- ----- ---- -----------
0 Xxxxxxxx Xxxx and Germantown Pike Plymouth Meeting PA 19462 Column
2 000 X Xxxxxx, XX Xxxxxxxxxx XX 00000 Column
3 000 Xxxxxxxx Xxxx Xxxxxxxxx XX 00000 Key
4 PNC
4A 00000 Xxxx Xxxx Xxxxxxxxx XX 00000
4B 00 Xxxxxxxx Xxxxxx Xxxxxx XX 00000
4C 000 Xxxxxxxx Xxxxxx Xxxxxxx XX 00000
4D 0000 Xxxxxxxx Xxxxxxx XX 00000
0X 0 Xxxxxxxxxx Xxxxxx Xxxxxxxx XX 00000
4F 0000 Xxxxxxx Xxxx Xxxxxxxx XX 00000
4G 0000 Xxxxxxxx Xxxxx Xxxxxxxx XX 00000
4H 0000 Xxxxxx Xxxxxxxxx Xxxxxx XX 00000
4I 00000 Xxx Xxxx Xxxx Xxxxxxx XX 00000
4J 00000 Xxxxxxxxx Xxxx Xxxxxxx XX 00000
4K 0000 Xxxxxxx Xxxxx Xxxx Xxxxxxxx XX 00000
4L 000 Xxxxx Xxxxxx Xxxx Xxxxxxxxxx XX 00000
4M 0000 Xxx Xxxx Xxxxx Xxxx Xxxxxx XX 00000
4N 00000 Xxxxxxxxxx Xxxxxxx XX 00000
4O 0 Xxxxxxxxxx Xxxx Xxxx Xxxx XX 00000
4P 000 Xxxxxxx 00 Xxxx Xxxxxxxx XX 00000
4Q 00000 Xxxxxxx Xxxxxxx Xxxxx Xxxxx XX 00000
4R 0000 Xxxxxx Xxxxx Xxxxxxx XX 00000
4S 0000 Xxxxxxxxx Xxxxxxxx Xxxxx Xxx Xxxxxxx XX 00000
4T 0000 Xxxxxxxxxx Xxxx Xxxxxx XX 00000
4U 0000 Xxxx Xxxx Xxx Xxxxxxx XX 00000
4V 0000 Xxxxxxx Xxxxxxx 00 Xxxx Xxxxxxxxx XX 00000
4W 000 Xxxxxx Xxxx Xxxxxx Xxxxx XX 00000
4X 0000 Xxxx Xxxx Xxxxxxx XX 00000
4Y 000 Xxxxxxx Xxxxxx Xxxxxxxx XX 00000
4Z 00000 Xxxxxxx 000 Xxxxxxx XX 00000
4AA 0000 Xxxxx Xxxx Xxxxxxx XX 00000
5 5700-5840, 0000 Xxxxxxx Xxxxxxx Xxxxxxxx XX 00000 Key
0 X/X/X xx Xxxxxxx Xxxxxx & Xxxxxxxxxxxx Xxx Xxxxxxxxxx XX 00000 Key
0 Xxxxxx Xxxxx Xxxx xxx Xxxxxxxxxx Xxxx Xxxxxxxxxx XX 00000 Key
8 0000 Xxxxxx Xxxxxxx Xxxxx XX 00000 Column
9 000 Xxxxxxxxx Xxxxx and 1055, 1060, 1009, 1093 & 0000 Xxxxxxxx Xxxx Xxxxx Xxx Xxxxx XX 00000 Column
10 1201, 930 and 000 Xxxxxxx Xxxx Xxxxxxxxxxxx XX 00000 Column
11 00000 Xxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxx XX 00000 Column
12 000 Xxxxxx Xxxxxxxxx Xxxxxxxxxx XX 00000 Column
13 000 Xxxxx Xxxxxx Xxx Xxxx XX 00000 Column
14 0000 00Xx Xxxxxx Xxxxxxxxx XX 00000 PNC
15 0000 Xx Xxxxxxx Xxxxxxxxx Xx Xxxxxxx XX 00000 Key
00 0000-0000 Xxxxx Xxxxx Drive And 6350-6370 Xxxxx Xxxxx Xxxxx Xxx Xxxxx XX 00000 PNC
00 Xx Xxxxxxx 000 At Xxxxxxxx Xxxx Xxxxx Xxxxxxxxxxxxxx XX 00000 PNC
18 0000 Xxxxx Xxxxxx Xxxx Xxxxxx Xxxxxxx XX 00000 PNC
19 000 Xxxx Xxxxxx Xxxx Xxxxx XX 00000 Column
20 0000 Xxxxx Xxxx Xxxxx Xxxx Xxxxxxx XX 00000 Column
21 0000 Xxxxxxx Xxxxx Xxxxxxxxx XX 00000 Column
22 000 Xxxx Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxx XX 00000 PNC
23 0000-0000 00xx Xxxxxx Xxxxx Xxxxxx Xxxxx XX 00000 Column
24 0000 Xxxx Xxxxxxxx Xxxxxxxxx Xxxxxxx XX 00000 Column
00 XXX Xxxxx Xxxx & X-000 Xxxxxxxx XX 00000 Key
26 0000 Xxxx Xxxxxxx Xxxx Xxxxx Xxxxxxx XX 00000 PNC
27 000 Xxxx Xxxxxx Xxxx Xxxxxx Xxx Xxxxx XX 00000 PNC
28 0000 Xxxxxxxxx Xxxx Xxxxxxxxx Xxxxxxxx XX 00000 PNC
29 000 Xxxxxxxxx Xxxx Xxxxxxxxx XX 00000 Key
30 00000-0xx Xxxxxx Xxxxx Xxxxxxx Xxx XX 00000 Key
31 0000 Xxxxxxxx Xxxxxx & 0000 Xxxxxxxxxx Xxxxx Xxxxxxx XX 00000 Key
32 0000 Xxxxx 000xx Xxxxxx Xxxxx XX 00000 Key
33 0000 Xxxxxx Xxxx Xxxxxx XX 00000 Key
34 0000 Xxxxxxx Xxxx Xxxxxxx XX 00000 PNC
35 00000 Xxxx Xxxx Xxxxxxxx XX 00000 PNC
36 00000 Xxxxx Xxxxxx Xxxxxx Xxxxx Xxxxx XX 00000 Column
37 0000 Xxxxx Xxxxxxxx Xxxx Xxxx Xxxxxx XX 00000 Column
38 0000 Xxxxxxx 00 Xxxxxxx XX 00000 Column
39 0000 Xxxx 00Xx Xxxxxx Xxxxxxxxxxxx XX 00000 PNC
40 00000 Xxxxxxxxx Xxxx Xxxxxxxxxx XX 00000 PNC
41 000 Xxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxxx XX 00000 Column
42 000 Xxxx Xxxxxx Xxxxxxxxx Xxxxxxxxx XX 00000 Key
43 000 Xxxxxx Xxxxx Xxxxxxxx XX 00000 PNC
44 0000 00xx Xxxxxx Xxxxxxxxx XX 00000 Column
45 0000 Xx Xxxxxx Xxxx Xxxxxxxxxx XX 00000 Key
46 000 Xxxxx Xxxx Xxxxxxx XX 00000 Column
47 0000 Xxxxxxxx Xxxx Xxxxxxxxx XX 00000 Column
48 0000 Xxxx 00Xx Xxxxxx Xxxxxxx XX 00000 PNC
49 000-000 Xxxxx Xxxxxx Xxxxx Xx. Xxxx XX 00000 Key
50 0000 Xxxxx Xxxx. Xxxxxx XX 00000 Key
51 000 Xxxxxxx Xxx Xxxxxxxxx XX 00000 Column
52 0000-0000 Xxxxxx Xxxxx Xxxxx Xxxx Xxxxxxxx XX 00000 Key
53 00000 Xxxxxxxx Xxxx Xxxx Xxxxxxxxxx Xxxxx XX 00000 PNC
54 0000 Xxx Xxxxxx Xxxxx Xxxx Xxxxx XX 00000 Column
55 000 Xxxxx Xxxx Xxxxxx Xxxxxxxxx XX 00000 PNC
56 000 Xxxx Xxxxx Xxxxx Xxxx Xxxx Xxxxxxxxxx XX 00000 Column
57 000 Xxxx 00Xx Xxxxxx Xxxxx Xxxxxxxx XX 00000 PNC
58 0000 Xxxxx Xxxxxx Xxxxxxxxx Xxxxxxxx XX 00000 Key
59 000-000 Xxxx Xxxxxxx Xxxxxx Xxxxxx XX 00000 PNC
60 00000 Xxxxxx Xxxx Xxxxxxx XX 00000 Column
61 000-000 Xxxx Xxxxx Xxxxxx Xxxxx Xx XX 00000 Column
62 0000 Xxxxx Xxx Xxxxx Xxxxxx Xxxxx XX 00000 PNC
63 0000 Xxxxxxxx Xxxx Xxx Xxxxxxx XX 00000 Column
64 0000 Xxxxxxxxxxx Xxxxx Xxxx Xxx Xxxxx XX 00000 PNC
65 40880-B, 40935, 00000 Xxxxxx Xxxxxx Xxxxx Xxxxxxxx XX 00000 PNC
66 0000 Xxxxx Xx. Xxxxxxxxx Xxxx Xxxxxx XX 00000 Column
67 00000 Xxxxxxxxx XxXxxxxxxxx Xxxxxxxxx Xxxxxxxxx XX 00000 Column
68 000 Xxxx 000xx Xxxxx Xxxxxxx XX 00000 Column
69 11757, 12001, 12007 & 00000 Xxxxxx Xxxxxxxxx Xxxxxx Xxxxx XX 00000 Column
70 00000 Xxxxx Xxxxxx Xxxxxxxxx XX 00000 PNC
71 00000 Xxxxx Xxxxxxxxxx Xxxx Xxxxxxxxxx XX 00000 PNC
72 4323, 4510 & 0000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxx XX 00000 Column
73 000 X.X. Xxxxxxx 00 Xxxxxxxxxxxx XX 00000 Key
74 000 Xxxxxxxx Xxxxx Xxxx XX 00000 Column
75 0000 Xxxx Xxxx Xxxxxxx XX 00000 Key
76 000 Xxxxx Xxxx Xxxxx Xxxxxxxx XX 00000 Column
77 000 X. Xxxxx Xxxx 000 Xxxxxxxxx XX 00000 Key
78 000 Xxxxxxx Xxxxxx Xxxxxxx XX 00000 Key
79 0000 Xx. Xxxx Xxxx Xxxxxxxx XX 00000 Key
80 0000 Xxxxxxx Xxxxx Xx. Xxxxx XX 00000 Column
81 000 Xxxxxxxx Xxxxxxxxx Xxxxx XX 00000 Column
82 Multiple Addresses Xxxxxxxxx XX 00000 Column
83 1818, 1826, & 0000 X. 00xx Xxxxxx Xxxxx XX 00000 Key
84 0000 Xxxxxxx Xxxx Xxx Xxxxx XX 00000 Key
85 000-000 Xxxxx Xxxx 000xx Xxxxxx Xxxxx XX 00000 Column
86 0000 00xx Xxxxxx Xxxx Xxxx Xxxxx XX 00000 Column
87 00000-00 Xxxxxxx Xxxxxx Xxxxxxx XX 00000 Column
88 000 Xxxx Xxxxx Xxxxxx Xxxxxxxxxxxx XX 00000 Key
89 0000 Xxxx 000Xx Xxxxxx Xxxxxxxx XX 00000 PNC
90 0000 Xxx Xxxxxx Xxxx Xxxxxxxxxx XX 00000 Key
91 0000 Xxxxxx Xxx Xxxxxxxxxx XX 00000 Key
92 0000 Xxxxxx Xxxxx Xxxxxxxxx Xxxxxx XX 00000 Key
93 0000 Xxxxx Xxxxxx Xxxxxxx XX 00000 Column
94 000 Xxxxxxx 000 Xxxxx Xxxxxx Xxxx XX 00000 Key
95 0000 X Xxxxxx Xxxxxxxxx XX 00000 Key
96 0000 Xxxxxx Xxxxxx Xxxxxx XX 00000 Key
97 000-000 Xxxx 00xx Xxxxxx Xxxxxxx Xxxxxxx XX 00000 Column
98 0000 Xxxxx Xxxxxxx Xxxxxx Xxxx XX 00000 PNC
99 0000 Xxxx 0xx Xxxxxx Xxxxxx XX 00000 Column
100 000-000 Xxxxx Xx Xxxx Xxxxxx Xxx Xxxxxxx XX 00000 Column
101 00000 Xxxxxxxxxx Xxxxx Xxxx Xxx XX 00000 PNC
102 0-00 Xxxxx Xxxx and 00-00 Xxxxx Xxxxxx Xxxxxxx XX 00000 Key
103 4803 And 0000 Xxxxxx Xxxxxx XX 00000 PNC
104 000 Xxxxxxx Xxxxxxxxx Xxxxxxx XX 00000 Column
105 0000-0000 Xxxxxxxxx Xxxxx Xxxxxxxxxx XX 00000 Column
106 000-000 Xxxxx Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxxx XX 00000 PNC
107 0000 Xxxxxxx Xxxxxx Xxxx Xxxxxxx XX 00000 Column
108 00000 Xxxxxxx Xxxxx Xxxxx Xxxxxxx XX 00000 PNC
109 000 Xxxxxxx Xxxxx Xxxxxxxxxx XX 00000 Column
110 0000 Xxxxxxx Xxxxx Xxxx Xxxxx XX 00000 Column
111 13824-13836 Xxxx R Road & 000-000 Xxxxxx Xxxxxx Xxxxxxxx Xxxx XX 00000 Column
112 0000 Xxxx Xxxxxx Xxxxxx Xxxx Xxxxxxx XX 00000 Column
113 0000 Xxxxxxx Xxxxxx Xxxxxxx XX 00000 Column
114 0000 Xxxxxx Xxxxxx Xxxxxxx XX 00000 Column
115 00 Xxxxxxxxx Xxxxxx Xxxxxxx XX 00000 Column
116 000 Xxxx Xxxxxx Xxxxxxx XX 00000 Column
117 000 Xxxxxxxxx Xxxxx Xxxxx Xxxxx XX 00000 PNC
118 0000 Xxxx Xxxxxx Xxxx Xxxxxxxxx XX 00000 Column
119 000 Xxxxx Xxxxxx Xxxxxx Xxxxxx XX 00000 Column
120 000 Xxxxx Xxxx Xxxxxx Xxxxxxx XX 00000 PNC
121 4322, 4402 and 0000 Xxxxx Xxxxxx Xxxxxx XX 00000 Column
122 000 Xx Xxxxxx Xxxx Xxxxxxx Xxxx XX 00000 Column
123 000-000 Xxxxxxxxxx Xxxxxx and 000 Xxx Xxxxxxx Xxxxxx Xxxxxxxx XX 00000 Column
124 00000 Xxxx 000 Xxxxxxx XX 00000 Column
125 34533 Leisure Xxxx Xxxxx Xxxxxxxxxxx XX 00000 Column
126 000-000 Xxxxxxxxx Xxxxxx & 0000-0000 Xxxxxxxx Xxxxxx Xxxxxxxxxxxx XX 00000 Column
127 0000 Xxxxx 00xx Xxxxxx Xxxxxxxx XX 00000 Column
128 0000 Xxxxx Xxxx 00 Xxxxxx Xxxxx XX 00000 Column
129 00000 Xxxxxxx Xxxxxxxxx Xxxxxx XX 00000 Column
130 00 Xxxx Xxxxx Xxxx Xxxxxxx XX 00000 Column
131 000 Xxxxxxxx Xxxxxx Xxxx Xxxxxx XX 00000 Column
132 000 Xxxxxxx Xxxx Xxx Xxxxxxx XX 00000 PNC
133 0000 Xxxxx Xxxxx Xxxx Xxxxx XX 00000 Column
134 000 Xxxx 00xx Xxxxxx Xxxxxxx XX 00000 Column
135 00000 Xxxxxxx Xxxx Xxxxxxx XX 00000 Column
136 000 Xxxxxxx Xxxxxxx Xxxxxxxxxxx Xxxxx XX 00000 Column
137 0000 Xxxxxxxxxx Xxxxxx Xxxxxxx XX 00000 Column
138 000 Xxxxxxx Xxxx Xxx Xxxxxxx XX 00000 PNC
139 0000 Xxxxxxx Xxxxxxx Xxxxxxxxx XX 00000 Column
140 1616, 1620, 1630 & 0000 Xxxx 00xx Xxxxxx Xxxxxxxxx XX 00000 Column
141 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxx XX 00000 Column
142 000 Xxxxxxx Xxxx Xxxxxx XX 00000 Column
143 0 Xxxxxxxxxx Xxxxxx Xxxxx Xxxxxxx XX 00000 Column
144 000 Xxxx Xxxxx Xxxxxxxxx Xxxxxx XX 00000 Column
145 0000-0000 Xxxx Xxxxxxx Xxxxxx Xxxxxxxxx XX 00000 Column
146 0000 Xxxxx Xxxxx Xxxx 0 Xxxxxxx XX 00000 Column
147 0000 Xxxxx Xxxxxxxx Xxxxxx & 4307 & 0000 Xxxxxxxx Xxxxxx Xxxxxxxxx XX 00000 Column
148 6509 & 0000 Xxxxx Xxxxxxxxx Xxxxx Xxxxxxxxxx XX 00000 Column
149 0000 Xxxxxxxxxx Xxxxx Xxxxxxx XX 00000 Column
150 000 Xxxxxxxxx Xxxxxx Xxxxxx XX 00000 Column
151 000 Xxxxx Xxxxxx Xxxxxx Xxxxx XX 00000 Column
152 000-000 Xxxxx Xxxxxx Xxxxxx Xxxxxx XX 00000 Column
153 0000 Xxxxxxxx Xxxxxxxx Xxxx Xxxxxxx XX 00000 Column
154 0000 Xxxxxx Xxxx Xxxx Xxxxxxx Xxxxxx XX 00000 Column
155 0000 Xxxxxxx Xxxxx Xxxxxx Xxxx XX 00000 Column
156 0000 00xx Xxxxxx Xxxxxx XX 00000 Column
UNITS/
NET REM. ORIG REM. SQ. FT./
MORTGAGE MORTGAGE ORIGINAL CUT-OFF TERM TO AMORT. AMORT. MONTHLY ROOMS/
# RATE RATE BALANCE BALANCE (1) MATURITY (2) TERM TERM PAYMENT (3) PADS
--- ---- ---- ------- ----------- ------------ ---- ---- ----------- ----
1 7.2500% 7.1977% $65,500,000 $65,294,018 116 360 356 $446,825 477,461
2 7.2500% 7.1977% $53,000,000 $52,801,908 115 360 355 $361,553 279,381
3 7.1200% 7.0677% $50,000,000 $50,000,000 120 360 360 $336,691 237,079
4 7.1900% 7.1077% $48,000,000 $48,000,000 120 300 300 $345,094
4A 74,882
4B 46,126
4C 41,040
4D 124,674
4E 39,000
4F 59,450
4G 81,973
4H 79,046
4I 52,860
4J 108,839
4K 72,976
4L 59,450
4M 60,200
4N 108,318
4O 53,750
4P 63,240
4Q 71,920
4R 77,454
4S 48,782
4T 61,520
4U 64,475
4V 66,837
4W 61,510
4X 61,275
4Y 34,350
4Z 57,279
4AA 51,200
5 7.3600% 7.3077% $18,240,000 $18,159,078 114 360 354 $125,793 185,718
6 7.3600% 7.3077% $12,400,000 $12,344,987 114 360 354 $85,517 127,541
7 7.3600% 7.3077% $4,320,000 $4,300,834 114 360 354 $29,793 89,656
8 7.5000% 7.4477% $33,000,000 $32,896,136 117 312 309 $240,704 234,951
9 7.8100% 7.7577% $31,500,000 $29,428,137 127 300 247 $239,171 413,965
10 7.4000% 7.3477% $28,250,000 $28,201,325 118 360 358 $195,597 197,292
11 7.1250% 7.0727% $23,500,000 $23,424,249 116 360 356 $158,324 100,918
12 7.3500% 7.2977% $21,500,000 $21,421,366 115 360 355 $148,129 103,924
13 7.0200% 6.9677% $21,000,000 $20,930,893 116 360 356 $139,996 120,000
14 6.8500% 6.7477% $20,240,000 $20,171,135 116 360 356 $132,624 376
15 7.4800% 7.4277% $19,384,000 $19,345,706 118 300 298 $137,922 112,695
16 7.4900% 7.3577% $19,300,000 $19,277,617 119 360 359 $134,816 176,710
17 7.2500% 7.1677% $17,750,000 $17,729,004 119 360 359 $121,086 177,732
18 6.8500% 6.7477% $17,680,000 $17,635,029 117 360 357 $115,850 350
19 6.9800% 6.9277% $17,500,000 $17,441,956 116 360 356 $116,193 444
20 7.0400% 6.9877% $13,000,000 $12,949,167 115 360 355 $86,839 444
21 7.5000% 7.4477% $12,730,000 $12,684,941 115 360 355 $89,010 100,579
22 7.0200% 6.9177% $12,000,000 $11,952,876 115 360 355 $79,998 256
23 7.1300% 7.0777% $11,600,000 $11,600,000 117 360 360 $78,191 112,747
24 7.0400% 6.9877% $11,000,000 $10,956,988 115 360 355 $73,479 330
25 7.2000% 7.1477% $10,800,000 $10,780,786 118 360 358 $73,309 103,368
26 6.9700% 6.8877% $10,400,000 $10,374,163 117 360 357 $68,982 260
27 7.4100% 7.2977% $9,700,000 $9,700,000 120 360 360 $67,227 150,000
28 7.0000% 6.9177% $8,571,000 $8,542,683 116 360 356 $57,023 124
29 7.2900% 7.2377% $8,500,000 $8,480,179 117 360 357 $58,216 78,364
30 7.3300% 7.2777% $8,300,000 $8,300,000 120 360 360 $57,072 51,465
31 7.2500% 7.1977% $8,325,000 $8,295,226 117 300 297 $60,174 557,921
32 7.3400% 7.2877% $8,200,000 $8,185,735 118 360 358 $56,440 111,445
33 7.2700% 7.2177% $8,000,000 $7,985,926 118 360 358 $54,683 304
34 7.0000% 6.9177% $7,800,000 $7,774,230 116 360 356 $51,894 296
35 7.4000% 7.2677% $7,711,000 $7,697,714 118 360 358 $53,389 72,514
36 7.3700% 7.3177% $7,600,000 $7,576,662 56 360 356 $52,465 276
37 6.8100% 6.7577% $7,500,000 $7,474,281 116 360 356 $48,944 332
38 7.2500% 7.1977% $7,200,000 $7,173,089 115 360 355 $49,117 103,736
39 7.1300% 7.0477% $7,160,000 $7,160,000 120 300 300 $51,201 52,961
40 7.1500% 7.0177% $6,950,000 $6,933,337 117 360 357 $46,941 67,619
41 6.9000% 6.8477% $6,875,000 $6,840,240 116 300 296 $48,153 276
42 7.2500% 7.1977% $6,450,000 $6,419,140 116 300 296 $46,621 82,117
43 7.0000% 6.9177% $6,400,000 $6,374,760 115 360 355 $42,579 142
44 7.0000% 6.9477% $6,160,000 $6,135,706 115 360 355 $40,983 216
45 7.1000% 7.0477% $6,024,000 $6,009,414 117 360 357 $40,483 95,779
46 7.0200% 6.9677% $5,600,000 $5,581,571 116 360 356 $37,332 300
47 7.0000% 6.9477% $5,300,000 $5,279,098 115 360 355 $35,261 228
48 7.0000% 6.9177% $5,100,000 $5,093,836 179 360 359 $33,930 128
49 7.0800% 6.9777% $5,000,000 $4,991,939 119 300 299 $35,595 199
50 7.3300% 7.2777% $4,875,000 $4,867,304 119 300 299 $35,488 232
51 7.0000% 6.9477% $4,850,000 $4,830,873 115 360 355 $32,267 188
52 7.2200% 7.1677% $4,700,000 $4,691,665 118 360 358 $31,967 78,830
53 7.1000% 7.0177% $4,645,000 $4,633,753 117 360 357 $31,216 36,576
54 7.1400% 7.0877% $4,600,000 $4,578,616 114 360 354 $31,038 135
55 7.0000% 6.8677% $4,496,000 $4,484,896 177 360 357 $29,912 128
56 7.4600% 7.3877% $4,500,000 $4,477,932 113 360 353 $31,341 67,181
57 7.0000% 6.8677% $4,500,000 $4,472,812 115 300 295 $31,805 236
58 7.4900% 7.4377% $4,400,000 $4,400,000 144 360 360 $30,735 44,276
59 7.2500% 7.1177% $4,250,000 $4,242,499 118 360 358 $28,992 62,283
60 7.2500% 7.1977% $4,220,000 $4,200,834 114 360 354 $28,788 190
61 8.2500% 8.1977% $4,160,000 $4,138,449 111 360 351 $31,253 15,722
62 6.9900% 6.9077% $3,900,000 $3,881,288 114 360 354 $25,921 124
63 6.9000% 6.8477% $3,900,000 $3,880,282 116 300 296 $27,316 172
64 7.4000% 7.2677% $3,803,000 $3,798,557 119 360 359 $26,331 28,231
65 7.3500% 7.2177% $3,750,000 $3,743,487 118 360 358 $25,836 68,066
66 6.7000% 6.6477% $3,750,000 $3,736,862 116 360 356 $24,198 200
67 7.7200% 7.6677% $3,700,000 $3,682,905 113 360 353 $26,431 36,014
68 7.5500% 7.4977% $3,500,000 $3,483,184 113 360 353 $24,592 141
69 7.2500% 7.1977% $3,400,000 $3,392,008 117 360 357 $23,194 29,400
70 7.0000% 6.8677% $3,200,000 $3,188,093 117 300 297 $22,617 124
71 7.2500% 7.1677% $3,184,000 $3,180,234 119 360 359 $21,720 24,541
72 7.5500% 7.4977% $3,120,000 $3,106,711 114 360 354 $21,922 120
73 7.2500% 7.1977% $3,054,000 $3,044,396 116 360 356 $20,834 15,120
74 7.2400% 7.1877% $3,050,000 $3,032,435 112 360 352 $20,786 152
75 7.2500% 7.1977% $3,031,000 $3,019,671 115 360 355 $20,677 15,120
76 7.6500% 7.5977% $3,025,000 $3,009,190 112 360 352 $21,463 112
77 7.2500% 7.1977% $2,992,500 $2,983,089 116 360 356 $20,414 15,120
78 7.2500% 7.1977% $2,950,000 $2,939,449 117 300 297 $21,323 25,230
79 7.2500% 7.1977% $2,949,000 $2,937,978 115 360 355 $20,117 14,490
80 7.3700% 7.3177% $2,875,000 $2,858,939 112 360 352 $19,847 176
81 7.2100% 7.1577% $2,850,000 $2,839,255 115 360 355 $19,365 123
82 7.6900% 7.6377% $2,800,000 $2,788,430 114 360 354 $19,944 96
83 7.2500% 7.1977% $2,740,000 $2,730,200 117 300 297 $19,805 23,326
84 7.1500% 7.0977% $2,725,000 $2,718,467 117 360 357 $18,405 66,950
85 7.5000% 7.4477% $2,600,000 $2,592,220 116 360 356 $18,180 112
86 7.5800% 7.5277% $2,600,000 $2,582,737 114 300 294 $19,349 79,278
87 7.6000% 7.5477% $2,560,000 $2,546,458 112 360 352 $18,076 63
88 7.2500% 7.1977% $2,536,875 $2,528,897 116 360 356 $17,306 15,120
89 7.6600% 7.5277% $2,515,000 $2,510,842 118 360 358 $17,862 19,544
90 7.3000% 7.1977% $2,500,000 $2,496,044 119 300 299 $18,151 70,853
91 6.9500% 6.8977% $2,433,000 $2,426,932 117 360 357 $16,105 60
92 7.2400% 7.1877% $2,355,000 $2,348,916 118 300 298 $17,007 30,157
93 7.1000% 7.0477% $2,320,000 $2,306,733 117 240 237 $18,126 150
94 7.5400% 7.4877% $2,260,000 $2,256,494 119 300 299 $16,760 15,120
95 7.4500% 7.3977% $2,200,000 $2,192,379 117 300 297 $16,186 69
96 7.0100% 6.9577% $2,170,000 $2,159,632 114 360 354 $14,452 48
97 7.4300% 7.3777% $2,140,000 $2,127,974 115 300 295 $15,717 98
98 7.7800% 7.6477% $2,100,000 $2,100,000 240 240 240 $17,279 17,600
99 7.0500% 6.9977% $2,100,000 $2,091,806 115 360 355 $14,042 161
100 8.6900% 8.6377% $2,030,000 $1,999,425 92 360 332 $15,883 29,863
101 7.4300% 7.3477% $2,000,000 $1,997,669 119 360 359 $13,889 24,884
102 7.0000% 6.9477% $2,000,000 $1,993,392 116 360 356 $13,306 16
103 7.0000% 6.9177% $2,000,000 $1,992,558 117 300 297 $14,136 100
104 7.2500% 7.1977% $1,925,000 $1,918,946 116 360 356 $13,132 102
105 7.0200% 6.9677% $1,900,000 $1,895,326 117 360 357 $12,666 30
106 7.3900% 7.2577% $1,900,000 $1,895,191 118 300 298 $13,905 25,361
107 7.5000% 7.4477% $1,900,000 $1,893,275 115 360 355 $13,285 10,803
108 7.5000% 7.3677% $1,775,000 $1,768,717 115 360 355 $12,411 56
109 7.3000% 7.2477% $1,725,000 $1,719,629 116 360 356 $11,826 50,428
110 7.4500% 7.3977% $1,700,000 $1,696,160 117 360 357 $11,829 100
111 7.2500% 7.1977% $1,630,000 $1,622,597 114 360 354 $11,119 96
112 7.5700% 7.5177% $1,620,000 $1,614,353 115 360 355 $11,405 19,848
113 7.5000% 7.4477% $1,600,000 $1,591,115 115 300 295 $11,824 45,000
114 7.1500% 7.0977% $1,480,000 $1,475,253 116 360 356 $9,996 54
115 7.2500% 7.1977% $820,000 $814,246 114 300 294 $5,927 32
116 7.2500% 7.1977% $640,000 $635,509 114 300 294 $4,626 24
117 7.1600% 7.0777% $1,320,000 $1,320,000 120 300 300 $9,465 55
118 7.4000% 7.3477% $1,334,000 $1,319,426 114 240 234 $10,665 186
119 7.2500% 7.1977% $1,280,000 $1,268,208 115 240 235 $10,117 24
120 7.5400% 7.4577% $1,266,000 $1,263,867 178 360 358 $8,887 36
121 7.6000% 7.5477% $1,200,000 $1,195,845 115 360 355 $8,473 52
122 8.0400% 7.9877% $1,200,000 $1,194,299 112 360 352 $8,839 27,256
123 7.4800% 7.4277% $1,210,000 $1,192,874 112 240 232 $9,733 66
124 8.1000% 8.0477% $1,150,000 $1,146,413 117 300 297 $8,952 21,683
125 7.0000% 6.9477% $1,140,000 $1,135,504 115 360 355 $7,584 236
126 7.2500% 7.1977% $1,134,000 $1,125,482 116 240 236 $8,963 40
127 7.0300% 6.9777% $1,125,000 $1,119,648 114 360 354 $7,507 124
128 7.0000% 6.9477% $1,050,000 $1,046,093 117 300 297 $7,421 14,217
129 8.3400% 8.2877% $1,040,000 $1,036,952 115 360 355 $7,879 8,605
130 7.2500% 7.1977% $1,040,000 $1,033,975 115 300 295 $7,517 48
131 7.8000% 7.7477% $1,024,000 $1,019,356 113 360 353 $7,371 28
132 7.3100% 7.1777% $1,011,000 $1,007,270 175 360 355 $6,938 56
133 8.1100% 8.0577% $1,007,486 $1,002,783 112 360 352 $7,470 14,803
134 7.3900% 7.3377% $1,000,000 $996,374 115 360 355 $6,917 83
135 7.7500% 7.6977% $1,000,000 $992,932 116 240 236 $8,209 8,328
136 7.2500% 7.1977% $1,000,000 $990,787 115 240 235 $7,904 62
137 8.3200% 8.2677% $1,000,000 $980,408 173 180 173 $9,742 13,962
138 7.0000% 6.8677% $976,000 $974,207 118 360 358 $6,493 32
139 7.4500% 7.3977% $888,000 $878,360 114 240 234 $7,127 449,600
140 7.6400% 7.5877% $875,000 $871,345 114 360 354 $6,202 34
141 8.2300% 8.1777% $875,000 $868,366 112 300 292 $6,887 38,375
142 8.7600% 8.7077% $850,000 $844,175 112 300 292 $6,994 13,400
143 8.3900% 8.3377% $850,000 $843,747 112 300 292 $6,782 19,350
144 7.8400% 7.7877% $800,000 $796,405 113 360 353 $5,781 66
145 7.3000% 7.2477% $800,000 $795,404 115 300 295 $5,808 25
146 8.0000% 7.9477% $750,000 $746,179 115 300 295 $5,789 14,400
147 7.6400% 7.5877% $715,000 $712,013 114 360 354 $5,068 33
148 7.5300% 7.4777% $700,000 $698,444 117 360 357 $4,909 46
149 8.1000% 8.0477% $671,500 $667,891 111 360 351 $4,974 24
150 8.3400% 8.2877% $675,000 $667,476 113 240 233 $5,790 5,500
151 7.9700% 7.9177% $584,000 $579,863 113 300 293 $4,496 25
152 7.4500% 7.3977% $560,000 $556,864 115 300 295 $4,120 16
153 7.0600% 7.0077% $550,000 $547,400 114 360 354 $3,681 62
154 8.8200% 8.7677% $550,000 $546,275 112 300 292 $4,548 8,400
155 7.2500% 7.1977% $500,000 $498,131 115 360 355 $3,411 24
156 8.1100% 8.0577% $500,000 $497,319 111 360 351 $3,707 18
SERVICING
AND
INTEREST CALCULATION TRUSTEE MATURITY PREPAYMENT PROVISION EARTHQUAKE
# (30/360 / ACTUAL/360) FEES DATE ARD (4) AS OF ORIGINATION (5) DEFEASANCE (6) INSURANCE
--- --------------------- ---- ---- ------- --------------------- -------------- ---------
1 Actual/360 0.0523% 11/11/2031 11/11/11 Lock/116_0%/4 Yes N/A
2 Actual/360 0.0523% 10/11/2031 10/11/11 Lock/113_0%/7 Yes N/A
3 Actual/360 0.0523% 03/01/2012 N/A Lock/117_0%/3 Yes N/A
4 ACTUAL/360 0.0823% 03/01/2012 N/A LOCK/116_0%/4 YES
4A N/A
4B N/A
4C N/A
4D N/A
4E N/A
4F N/A
4G N/A
4H N/A
4I N/A
4J N/A
4K N/A
4L N/A
4M N/A
4N N/A
4O N/A
4P N/A
4Q N/A
4R N/A
4S N/A
4T N/A
4U N/A
4V N/A
4W N/A
4X N/A
4Y N/A
4Z N/A
4AA N/A
5 Actual/360 0.0523% 09/01/2011 N/A Lock/117_0%/3 Yes N/A
6 Actual/360 0.0523% 09/01/2011 N/A Lock/117_0%/3 Yes N/A
7 Actual/360 0.0523% 09/01/2011 N/A Lock/117_0%/3 Yes N/A
8 Actual/360 0.0523% 12/11/2011 N/A Lock/117_0%/3 Yes N/A
9 Actual/360 0.0523% 10/01/2012 N/A Lock/173_0%/7 Yes N/A
10 Actual/360 0.0523% 01/11/2032 1/11/12 Lock/116_0%/4 Yes N/A
11 Actual/360 0.0523% 11/11/2011 N/A Lock/114_0%/6 Yes No
12 Actual/360 0.0523% 10/11/2011 N/A Lock/117_0%/3 Yes N/A
13 Actual/360 0.0523% 11/11/2011 N/A Lock/117_0%/3 Yes N/A
14 Actual/360 0.1023% 11/01/2011 N/A Lock/116_0%/4 Yes N/A
15 Actual/360 0.0523% 01/01/2027 1/1/12 Lock/116_0%/4 Yes No
16 Actual/360 0.1323% 02/01/2012 N/A Lock/116_0%/4 Yes No
17 Actual/360 0.0823% 02/01/2012 N/A Lock/116_0%/4 Yes N/A
18 Actual/360 0.1023% 12/01/2011 N/A Lock/116_0%/4 Yes N/A
19 Actual/360 0.0523% 11/11/2011 N/A Lock/117_0%/3 Yes N/A
20 Actual/360 0.0523% 10/11/2011 N/A Lock/117_0%/3 Yes N/A
21 Actual/360 0.0523% 10/11/2011 N/A Lock/117_0%/3 Yes N/A
22 Actual/360 0.1023% 10/01/2011 N/A Lock/35_YM1/81_0%/4 No N/A
23 Actual/360 0.0523% 12/11/2011 N/A Lock/117_0%/3 Yes N/A
24 Actual/360 0.0523% 10/11/2011 N/A Lock/117_0%/3 Yes N/A
25 Actual/360 0.0523% 01/01/2012 N/A Lock/117_0%/3 Yes N/A
26 Actual/360 0.0823% 12/01/2011 N/A Lock/35_YM1/81_0%/4 No N/A
27 Actual/360 0.1123% 03/01/2012 N/A Lock/116_0%/4 Yes N/A
28 Actual/360 0.0823% 11/01/2011 N/A Lock/116_0%/4 Yes N/A
29 Actual/360 0.0523% 12/01/2011 N/A Lock/117_0%/3 Yes N/A
30 Actual/360 0.0523% 03/01/2032 3/1/12 Lock/117_0%/3 Yes N/A
31 Actual/360 0.0523% 12/01/2011 N/A Lock/117_0%/3 Yes N/A
32 Actual/360 0.0523% 01/01/2012 N/A Lock/117_0%/3 Yes N/A
33 Actual/360 0.0523% 01/01/2012 N/A Lock/117_0%/3 Yes N/A
34 Actual/360 0.0823% 11/01/2011 N/A Lock/116_0%/4 Yes N/A
35 Actual/360 0.1323% 01/01/2012 N/A Lock/116_0%/4 Yes No
36 Actual/360 0.0523% 11/11/2006 N/A Lock/57_0%/3 Yes N/A
37 Actual/360 0.0523% 11/11/2011 N/A Lock/117_0%/3 Yes N/A
38 Actual/360 0.0523% 10/11/2011 N/A Lock/114_0%/6 Yes N/A
39 Actual/360 0.0823% 03/01/2012 N/A Lock/116_0%/4 Yes N/A
40 Actual/360 0.1323% 12/01/2011 N/A Lock/116_0%/4 Yes N/A
41 Actual/360 0.0523% 11/11/2011 N/A Lock/117_0%/3 Yes N/A
42 Actual/360 0.0523% 11/01/2011 N/A Lock/117_0%/3 Yes N/A
43 Actual/360 0.0823% 10/01/2011 N/A Lock/116_0%/4 Yes N/A
44 Actual/360 0.0523% 10/11/2011 N/A Lock/114_0%/6 Yes N/A
45 Actual/360 0.0523% 12/01/2011 N/A Lock/117_0%/3 Yes No
46 Actual/360 0.0523% 11/11/2011 N/A Lock/117_0%/3 Yes N/A
47 Actual/360 0.0523% 10/11/2011 N/A Lock/117_0%/3 Yes N/A
48 Actual/360 0.0823% 02/01/2017 N/A Lock/176_0%/4 Yes N/A
49 Actual/360 0.1023% 02/01/2012 N/A Lock/117_0%/3 Yes N/A
50 Actual/360 0.0523% 02/01/2012 N/A Lock/117_0%/3 Yes N/A
51 Actual/360 0.0523% 10/11/2011 N/A Lock/117_0%/3 Yes N/A
52 Actual/360 0.0523% 01/01/2012 N/A Lock/117_0%/3 Yes N/A
53 Actual/360 0.0823% 12/01/2011 N/A Lock/116_0%/4 Yes N/A
54 Actual/360 0.0523% 09/11/2011 N/A Lock/114_0%/6 Yes N/A
55 Actual/360 0.1323% 12/01/2016 N/A Lock/176_0%/4 Yes N/A
56 Actual/360 0.0723% 08/11/2011 N/A Lock/117_0%/3 Yes N/A
57 Actual/360 0.1323% 10/01/2011 N/A Lock/116_0%/4 Yes N/A
58 Actual/360 0.0523% 03/01/2032 3/1/14 Lock/140_0%/4 Yes N/A
59 Actual/360 0.1323% 01/01/2012 N/A Lock/59_YM1/57_0%/4 No No
60 Actual/360 0.0523% 09/11/2011 N/A Lock/117_0%/3 Yes N/A
61 Actual/360 0.0523% 06/11/2011 N/A Lock/117_0%/3 Yes N/A
62 Actual/360 0.0823% 09/01/2011 N/A Lock/59_YM1/57_0%/4 No N/A
63 Actual/360 0.0523% 11/11/2011 N/A Lock/117_0%/3 Yes N/A
64 Actual/360 0.1323% 02/01/2012 N/A Lock/116_0%/4 Yes No
65 Actual/360 0.1323% 01/01/2012 N/A Lock/116_0%/4 Yes No
66 Actual/360 0.0523% 11/11/2011 N/A Lock/117_0%/3 Yes N/A
67 Actual/360 0.0523% 08/11/2011 N/A Lock/117_0%/3 Yes N/A
68 Actual/360 0.0523% 08/11/2031 8/11/11 Lock/118_0%/2 Yes N/A
69 Actual/360 0.0523% 12/11/2011 N/A Lock/117_0%/3 Yes No
70 Actual/360 0.1323% 12/01/2011 N/A Lock/116_0%/4 Yes N/A
71 Actual/360 0.0823% 02/01/2012 N/A Lock/116_0%/4 Yes N/A
72 Actual/360 0.0523% 09/11/2011 N/A Lock/114_0%/6 Yes N/A
73 Actual/360 0.0523% 11/01/2031 11/1/11 Lock/116_0%/4 Yes N/A
74 Actual/360 0.0523% 07/11/2011 N/A Lock/117_0%/3 Yes N/A
75 Actual/360 0.0523% 10/01/2031 10/1/11 Lock/116_0%/4 Yes N/A
76 Actual/360 0.0523% 07/11/2011 N/A Lock/117_0%/3 Yes N/A
77 Actual/360 0.0523% 11/01/2031 11/1/11 Lock/116_0%/4 Yes N/A
78 Actual/360 0.0523% 12/01/2026 12/1/11 YM3/116_0%/4 No N/A
79 Actual/360 0.0523% 10/01/2031 10/1/11 Lock/116_0%/4 Yes N/A
80 Actual/360 0.0523% 07/11/2011 N/A Lock/114_0%/6 Yes N/A
81 Actual/360 0.0523% 10/11/2011 N/A Lock/117_0%/3 Yes N/A
82 Actual/360 0.0523% 09/11/2011 N/A Lock/114_0%/6 Yes N/A
83 Actual/360 0.0523% 12/01/2011 N/A Lock/117_0%/3 Yes N/A
84 Actual/360 0.0523% 12/01/2011 N/A Lock/117_0%/3 Yes No
85 Actual/360 0.0523% 11/11/2011 N/A Lock/114_0%/6 Yes N/A
86 Actual/360 0.0523% 09/11/2011 N/A Lock/114_0%/6 Yes N/A
87 Actual/360 0.0523% 07/11/2011 N/A Lock/114_0%/6 Yes No
88 Actual/360 0.0523% 11/01/2031 11/1/11 Lock/116_0%/4 Yes N/A
89 Actual/360 0.1323% 01/01/2012 N/A Lock/116_0%/4 Yes No
90 Actual/360 0.1023% 02/01/2012 N/A Lock/117_0%/3 Yes N/A
91 Actual/360 0.0523% 12/01/2011 N/A Lock/117_0%/3 Yes No
92 Actual/360 0.0523% 01/01/2027 1/1/12 Lock/116_0%/4 Yes N/A
93 Actual/360 0.0523% 12/11/2011 N/A Lock/117_0%/3 Yes N/A
94 Actual/360 0.0523% 02/01/2027 2/1/12 Lock/116_0%/4 Yes N/A
95 Actual/360 0.0523% 12/01/2011 N/A Lock/117_0%/3 Yes N/A
96 Actual/360 0.0523% 09/01/2011 N/A Lock/117_0%/3 Yes N/A
97 Actual/360 0.0523% 10/11/2011 N/A Lock/114_0%/6 Yes N/A
98 Actual/360 0.1323% 03/01/2022 N/A Lock/236_0%/4 Yes N/A
99 Actual/360 0.0523% 10/11/2011 N/A Lock/117_0%/3 Yes N/A
100 Actual/360 0.0523% 11/01/2009 N/A Lock/114_0%/6 Yes Yes
101 Actual/360 0.0823% 02/01/2012 N/A Lock/116_0%/4 Yes N/A
102 Actual/360 0.0523% 11/01/2011 N/A Lock/117_0%/3 Yes N/A
103 Actual/360 0.0823% 12/01/2011 N/A Lock/116_0%/4 Yes N/A
104 Actual/360 0.0523% 11/11/2011 N/A Lock/114_0%/6 Yes N/A
105 Actual/360 0.0523% 12/11/2011 N/A Lock/117_0%/3 Yes N/A
106 Actual/360 0.1323% 01/01/2012 N/A Lock/116_0%/4 Yes N/A
107 Actual/360 0.0523% 10/11/2011 N/A Lock/114_0%/6 Yes N/A
108 Actual/360 0.1323% 10/01/2011 N/A Lock/35_YM1/81_0%/4 No N/A
109 Actual/360 0.0523% 11/11/2011 N/A Lock/117_0%/3 Yes N/A
110 Actual/360 0.0523% 12/11/2011 N/A Lock/114_0%/6 Yes N/A
111 Actual/360 0.0523% 09/11/2011 N/A Lock/117_0%/3 Yes N/A
112 Actual/360 0.0523% 10/11/2011 N/A Lock/114_0%/6 Yes N/A
113 Actual/360 0.0523% 10/11/2011 N/A Lock/114_0%/6 Yes N/A
114 Actual/360 0.0523% 11/11/2011 N/A Lock/114_0%/6 Yes No
115 Actual/360 0.0523% 09/11/2011 N/A Lock/114_0%/6 Yes N/A
116 Actual/360 0.0523% 09/11/2011 N/A Lock/114_0%/6 Yes N/A
117 Actual/360 0.0823% 03/01/2012 N/A Lock/116_0%/4 Yes N/A
118 Actual/360 0.0523% 09/11/2011 N/A Lock/114_0%/6 Yes N/A
119 Actual/360 0.0523% 10/11/2011 N/A Lock/114_0%/6 Yes N/A
120 Actual/360 0.0823% 01/01/2017 N/A Lock/176_0%/4 Yes N/A
121 Actual/360 0.0523% 10/11/2011 N/A Lock/114_0%/6 Yes N/A
122 Actual/360 0.0523% 07/11/2011 N/A Lock/114_0%/6 Yes N/A
123 Actual/360 0.0523% 07/11/2011 N/A Lock/114_0%/6 Yes N/A
124 Actual/360 0.0523% 12/11/2011 N/A Lock/114_0%/6 Yes N/A
125 Actual/360 0.0523% 10/11/2011 N/A Lock/117_0%/3 Yes N/A
126 Actual/360 0.0523% 11/11/2011 N/A Lock/114_0%/6 Yes N/A
127 Actual/360 0.0523% 09/11/2011 N/A Lock/117_0%/3 Yes N/A
128 Actual/360 0.0523% 12/11/2011 N/A Lock/114_0%/6 Yes N/A
129 Actual/360 0.0523% 10/11/2011 N/A Lock/114_0%/6 Yes No
130 Actual/360 0.0523% 10/11/2011 N/A Lock/114_0%/6 Yes N/A
131 Actual/360 0.0523% 08/11/2011 N/A Lock/114_0%/6 Yes N/A
132 Actual/360 0.1323% 10/01/2016 N/A Lock/176_0%/4 Yes N/A
133 Actual/360 0.0523% 07/11/2011 N/A Lock/114_0%/6 Yes N/A
134 Actual/360 0.0523% 10/11/2011 N/A Lock/117_0%/3 Yes N/A
135 Actual/360 0.0523% 11/11/2011 N/A Lock/114_0%/6 Yes N/A
136 Actual/360 0.0523% 10/11/2011 N/A Lock/114_0%/6 Yes N/A
137 Actual/360 0.0523% 08/11/2016 N/A Lock/174_0%/6 Yes N/A
138 Actual/360 0.1323% 01/01/2012 N/A Lock/116_0%/4 Yes N/A
139 Actual/360 0.0523% 09/11/2011 N/A Lock/114_0%/6 Yes N/A
140 Actual/360 0.0523% 09/11/2011 N/A Lock/114_0%/6 Yes N/A
141 Actual/360 0.0523% 07/11/2011 N/A Lock/114_0%/6 Yes N/A
142 Actual/360 0.0523% 07/11/2011 N/A Lock/114_0%/6 Yes N/A
143 Actual/360 0.0523% 07/11/2011 N/A Lock/114_0%/6 Yes N/A
144 Actual/360 0.0523% 08/11/2011 N/A Lock/114_0%/6 Yes N/A
145 Actual/360 0.0523% 10/11/2011 N/A Lock/114_0%/6 Yes N/A
146 Actual/360 0.0523% 10/11/2011 N/A Lock/114_0%/6 Yes N/A
147 Actual/360 0.0523% 09/11/2011 N/A Lock/114_0%/6 Yes N/A
148 Actual/360 0.0523% 12/11/2011 N/A Lock/114_0%/6 Yes N/A
149 Actual/360 0.0523% 06/11/2011 N/A Lock/114_0%/6 Yes N/A
150 Actual/360 0.0523% 08/11/2011 N/A Lock/114_0%/6 Yes N/A
151 Actual/360 0.0523% 08/11/2011 N/A Lock/114_0%/6 Yes N/A
152 Actual/360 0.0523% 10/11/2011 N/A Lock/114_0%/6 Yes N/A
153 Actual/360 0.0523% 09/11/2011 N/A Lock/117_0%/3 Yes N/A
154 Actual/360 0.0523% 07/11/2011 N/A Lock/114_0%/6 Yes N/A
155 Actual/360 0.0523% 10/11/2011 N/A Lock/114_0%/6 Yes N/A
156 Actual/360 0.0523% 06/11/2011 N/A Lock/114_0%/6 Yes N/A
ENVIRONMENTAL FEE/
# INSURANCE LEASEHOLD LETTER OF CREDIT AMOUNT
--- --------- --------- -----------------------
1 No Fee $850,000
2 No Fee N/A
3 Yes Fee $150,000
4 FEE
4A Xx X/X
0X Xx X/X
0X Xx X/X
4D No N/A
4E No N/A
4F No N/A
4G No N/A
4H No N/A
4I No N/A
4J No N/A
4K No N/A
4L No N/A
4M Xx X/X
0X Xx X/X
0X Xx X/X
4P No N/A
4Q Xx X/X
0X Xx X/X
0X Xx X/X
4T No N/A
4U No N/A
4V No N/A
4W No N/A
4X No N/A
4Y No N/A
4Z No N/A
4AA No N/A
5 No Fee $0
6 Yes Fee $0
7 No Fee $0
8 No Fee $0
9 No Fee $0
10 #N/A Fee $0
11 #N/A Fee $0
12 No Fee $1,500,000
13 #N/A Fee $0
14 No Fee N/A
15 No Fee $0
16 No Fee N/A
17 No Fee $800,000
18 No Fee N/A
19 #N/A Fee $0
20 No Fee $0
21 No Fee $525,000
22 No Fee N/A
23 No Fee $0
24 No Fee $0
25 No Fee $0
26 No Fee N/A
27 No Fee N/A
28 No Fee N/A
29 No Fee $0
30 No Fee $0
31 No Fee $0
32 No Fee $0
33 No Fee $0
34 No Fee N/A
35 No Fee N/A
36 No Fee $0
37 #N/A Fee $0
38 #N/A Fee $0
39 No Fee N/A
40 No Fee N/A
41 #N/A Fee $0
42 No Fee $0
43 No Fee N/A
44 No Fee $0
45 No Fee $0
46 #N/A Fee $0
47 #N/A Fee $0
48 No Fee N/A
49 Yes Fee $0
50 No Fee $0
51 #N/A Fee $0
52 No Fee $0
53 No Fee N/A
54 #N/A Fee $0
55 No Fee N/A
56 #N/A Fee $0
57 No Fee N/A
58 No Fee $0
59 No Fee N/A
60 #N/A Fee $0
61 #N/A Fee $0
62 No Fee N/A
63 #N/A Fee $0
64 No Fee $250,000
65 No Fee N/A
66 #N/A Fee $0
67 #N/A Fee $0
68 #N/A Fee $0
69 #N/A Fee $0
70 No Fee N/A
71 No Fee N/A
72 #N/A Fee $0
73 No Fee $0
74 #N/A Fee $0
75 #N/A Fee $0
76 #N/A Fee $0
77 No Fee $0
78 #N/A Leasehold $0
79 #N/A Fee $0
80 #N/A Fee $0
81 #N/A Fee $0
82 #N/A Fee $0
83 #N/A Fee $0
84 #N/A Fee $0
85 #N/A Fee $0
86 #N/A Fee $0
87 #N/A Fee $0
88 #N/A Fee $0
89 Yes Fee N/A
90 #N/A Fee $0
91 #N/A Fee $0
92 No Fee $0
93 #N/A Fee $0
94 #N/A Fee $0
95 #N/A Fee $0
96 #N/A Fee $0
97 #N/A Fee $0
98 Yes Fee N/A
99 #N/A Fee $0
100 #N/A Fee $0
101 Yes Fee N/A
102 #N/A Fee $0
103 #N/A Fee N/A
104 #N/A Fee $0
105 #N/A Fee $0
106 Yes Fee N/A
107 #N/A Fee $0
108 No Fee N/A
109 #N/A Fee $0
110 #N/A Fee $0
111 #N/A Fee $0
112 #N/A Fee $0
113 #N/A Fee $0
114 #N/A Fee $0
115 #N/A Fee $0
116 #N/A Fee $0
117 Yes Fee N/A
118 #N/A Fee $0
119 #N/A Fee $0
120 #N/A Fee N/A
121 #N/A Fee $0
122 #N/A Fee $0
123 #N/A Fee $0
124 #N/A Fee $0
125 #N/A Fee $0
126 #N/A Fee $0
127 #N/A Fee $0
128 #N/A Fee $0
129 #N/A Fee $0
130 #N/A Fee $0
131 #N/A Fee $0
132 #N/A Fee N/A
133 #N/A Fee $0
134 #N/A Fee $0
135 #N/A Fee $0
136 #N/A Fee $0
137 #N/A Fee $0
138 #N/A Fee N/A
139 #N/A Fee $0
140 #N/A Fee $0
141 #N/A Fee $0
142 #N/A Fee $0
143 #N/A Fee $0
144 #N/A Fee $0
145 #N/A Fee $0
146 #N/A Fee $0
147 #N/A Fee $0
148 #N/A Fee $0
149 #N/A Fee $0
150 #N/A Fee $0
151 #N/A Fee $0
152 #N/A Fee $0
153 #N/A Fee $0
154 #N/A Fee $0
155 #N/A Fee $0
156 #N/A Fee $0
# LETTER OF CREDIT DESCRIPTION
--- ----------------------------
1 Homelife Letter of Credit ($850,000)
2 N/A
3 Replacement Reserve Escrow & Security Agreement
4
4A N/A
4B N/A
4C N/A
4D N/A
4E N/A
4F N/A
4G N/A
4H N/A
4I N/A
4J N/A
4K N/A
4L N/A
4M N/A
4N N/A
4O N/A
4P N/A
4Q N/A
4R N/A
4S N/A
4T N/A
4U N/A
4V N/A
4W N/A
4X N/A
4Y N/A
4Z N/A
4AA X/X
0 X/X
0 X/X
0 X/X
0 X/X
0 N/A
10 N/A
11 N/A
12 Organized Living Letter of Credit ($1,000,000); Pottery Barn Letter of Credit ($500,000)
13 N/A
14 N/A
15 N/A
16 N/A
17 Mitigate possible exposure to lawsuit against Home Depot and coutersued against borrower.
18 N/A
19 N/A
20 N/A
21 TILC Letter of Credit
22 N/A
23 N/A
24 N/A
25 N/A
26 N/A
27 N/A
28 N/A
29 N/A
30 N/A
31 N/A
32 N/A
33 N/A
34 N/A
35 N/A
36 N/A
37 N/A
38 N/A
39 N/A
40 N/A
41 N/A
42 N/A
43 N/A
44 N/A
45 N/A
46 N/A
47 N/A
48 N/A
49 N/A
50 N/A
51 N/A
52 N/A
53 N/A
54 N/A
55 N/A
56 N/A
57 N/A
58 N/A
59 N/A
60 N/A
61 N/A
62 N/A
63 N/A
64 Security Deposit
65 N/A
66 N/A
67 N/A
68 N/A
69 N/A
70 N/A
71 N/A
72 N/A
73 N/A
74 N/A
75 N/A
76 N/A
77 N/A
78 N/A
79 N/A
80 N/A
81 N/A
82 N/A
83 N/A
84 N/A
85 N/A
86 N/A
87 N/A
88 N/A
89 N/A
90 N/A
91 N/A
92 N/A
93 N/A
94 N/A
95 N/A
96 N/A
97 N/A
98 N/A
99 N/A
100 N/A
101 N/A
102 N/A
103 N/A
104 N/A
105 N/A
106 N/A
107 N/A
108 N/A
109 N/A
110 N/A
111 N/A
112 N/A
113 N/A
114 N/A
115 N/A
116 N/A
117 N/A
118 N/A
119 N/A
120 N/A
121 N/A
122 N/A
123 N/A
124 N/A
125 N/A
126 N/A
127 N/A
128 N/A
129 N/A
130 N/A
131 N/A
132 N/A
133 N/A
134 N/A
135 N/A
136 N/A
137 N/A
138 N/A
139 N/A
140 N/A
141 N/A
142 N/A
143 N/A
144 N/A
145 N/A
146 N/A
147 N/A
148 N/A
149 N/A
150 N/A
151 N/A
152 N/A
153 N/A
154 N/A
155 N/A
156 N/A
(A) THE UNDERLYING MORTGAGE LOANS SECURED BY XXXXXX CROSSING, WESTERN HILLS
MARKETPLACE, AND XXXXXXXXXX CROSSING ARE CROSS-COLLATERALIZED AND
CROSS-DEFAULTED, RESPECTIVELY. THESE LOANS ARE REFERRED TO COLLECTIVELY AS
THE "SSC PORTFOLIO" IN THE PROSPECTUS.
(B) THE UNDERLYING MORTGAGE LOANS SECURED BY HAWTHORNE APARTMENTS AND
PINECREST APARTMENTS ARE CROSS-COLLATERALIZED AND CROSS-DEFAULTED,
RESPECTIVELY.
(1) ASSUMES A CUT-OFF DATE OF MARCH 11, 2002.
(2) THE UNDERLYING MORTGAGE LOAN SECURED BY RAYTHEON BUILDING REQUIRES MONTHLY
PAYMENTS OF:
$137,921.98 FROM 2/1/2002 THROUGH AND INCLUDING 7/1/2003
$146,639.90 FROM 8/1/2003 THROUGH AND INCLUDING 1/1/2006
$170,486.40 FROM 2/1/2006 THROUGH AND INCLUDING 1/1/2008, AND
$127,870.83 FROM 2/1/2008 THROUGH THE REMAINDER OF THE TERM.
(3) 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.
(4) ANTICIPATED REPAYMENT DATE.
(5) PREPAYMENT PROVISION AS OF ORIGINATION:
LOCK/(x) = LOCKOUT OR DEFEASANCE FOR (x) PAYMENTS
YMA/(x) = GREATER OF YIELD MAINTENANCE PREMIUM AND A% PREPAYMENT FOR (x)
PAYMENTS
A%/(x) = A% PREPAYMENT FOR (x) PAYMENTS
0%/(x) = PREPAYABLE AT PAR FOR (x) PAYMENTS
(6) "YES" MEANS THAT DEFEASANCE IS PERMITTED NOTWITHSTANDING THE LOCKOUT
PERIOD.
SCHEDULE III
MORTGAGE LOANS CONSTITUTING MORTGAGE GROUPS
1. SSC Portfolio (loan numbers 5, 6 and 7).
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 contained in
Exhibit A corresponding to the roman numerals listed below:
Exception to Section (xiii):
The Shops at Deerfield Square - With respect to subsection (c) of
Section (xiv), the following qualifies as an exception set forth in the title
insurance policy: Until October 1, 2009, any proposed conveyance of the
Mortgaged Property by the related Borrower to any third party is subject to a
right of first opportunity to purchase ("Right of First Offer") in favor of the
Village of Deerfield. The Borrower must give written notice of any offer to the
Village of Deerfield, which then must decide within 45 days whether to agree to
purchase the Mortgaged Property on the same terms and conditions as the
third-party offer. If the Village of Deerfield elects to exercise the Right of
First Offer and buy the Mortgaged Property on those terms, the closing must
occur within 120 days. If the Village of Deerfield does not exercise its right,
the Borrower may sell the Mortgaged Property to the third party offeror within
120 days. The Right of First Offer does not apply to the Seller, its successors
or assigns in connection with a foreclosure or deed in lieu transfer, nor to any
transfer of the Mortgaged Property following a foreclosure or deed in lieu
transaction.
Medical Pavilion of St. Xxxxxxx -- With respect to subsection (c) of
Section (xiv), the following qualifies as an exception set forth in the title
insurance policy: Any proposed conveyance of the Mortgaged Property is subject
to a First Right to Purchase and a Right of First Offer in favor of Franciscan
Health System-West ("FHSW"). Seller and FHSW executed a subordination agreement
at the closing of the related Mortgage Loan pursuant to which FHSW agreed that
the first right to purchase will not apply to any sale conducted as the result
of a foreclosure proceeding and that the first right to purchase will expire
following a foreclosure sale, provided that the lender sends FHSW courtesy
copies of all notices, complaints and pleadings that are served upon the
Borrower by the lender as a part of the foreclosure proceeding concurrently with
service upon the Borrower. In addition, the subordination agreement provides,
with respect to the right of first offer, that if the lender acquires the
Mortgaged Property through foreclosure or a deed in lieu transaction, then
within thirty (30) days after its acquisition of the Mortgaged Property the
lender must give FHSW written notice and offer to sell the Mortgaged Property to
FHSW for an amount equal to the sum of the unpaid principal balance of the
related Mortgage Loan, plus accrued interest, plus the prepayment consideration
due under the related Mortgage Loan Documents, plus all advances made by the
lender to protect the Mortgaged Property, plus all costs and expenses incurred
by the lender in connection with the proceedings or the exercise of its remedies
under the related Mortgage Loan Documents. FHSW has fifteen (15) days from the
date it receives such notice from the lender to exercise the purchase option. If
it does not elect to exercise its option within the 15-day period, the option
lapses.
Exception to Section (xxiii):
Walgreen's (Memphis), Walgreen's (Wichita) and Walgreen's (Lenoir
City) -- The requirement that business interruption insurance be maintained by
the related Borrower is waived in each of the following Mortgage Loans because
in each case the related Borrower's lease with its tenant Walgreen's requires
Walgreen's to continue to pay rent for 12 months during any applicable business
interruption.
Exception to Section (xxviii):
Ridge Park Square - The related Borrower may, without the consent of
the holder of the Mortgage, convert to a different type of legal entity (the
"Conversion") provided that: i) no Event of Default (as defined in the related
loan documents) exists; (ii) Borrower delivers written notice to lender no less
than 30 days prior to the Conversion; (iii) the entity formed after Conversion
satisfies the SPE requirements set forth in the loan documents; (iv) no
guarantor or indemnitor is released from liability as a result of such
Conversion; (v) Borrower delivers to the lender prior to the Conversion all
proposed organizational documents, conversion documents and other documents
reasonably requested by lender; (vi) Borrower executes all documents reasonably
requested by lender to protect lender's interests in the property; (vii)
Borrower is responsible for all reasonable costs incurred in connection with the
Conversion, including reasonable costs incurred by lender.
Exception to Section (xxxi):
Walgreen's Plaza (Peabody) -- The following exceptions relate to
correspondingly lettered subparagraphs of Section (xxxi):
(B) The lessor under the ground lease has agreed in a writing
included in the related mortgage file that the ground lease may not be
amended or modified in a manner which would be detrimental to the
leasehold mortgagee without the prior written consent of the lender and
that the ground lease may not be canceled or terminated without the prior
written consent of the lender. The ground lease does not specifically
provide that without such consent any such action is not binding on the
lender, its successors or assigns.
(I) The ground lease provides that the lessor is not permitted to
disturb the possession of any subtenant of the lessee in the relevant
portion of the Mortgaged Property subject to the ground lease, but it does
not specifically address disturbing such subtenant's interest or quiet
enjoyment.
(K) Upon a total or substantially total loss or taking of the
related Mortgaged Property, the ground lease allows either party to
terminate the ground lease, but, if terminated, no insurance proceeds will
be paid to the lessor until the leasehold mortgages are paid in full and
discharged.
Exception to Section (xxxii):
The Shops at Deerfield Square -- There is no requirement that the
ground lessor obtain the prior written consent of lender prior to any
modification of the ground lease. However, both the ground lessor and the ground
lessee are co-Borrowers under the Mortgage Loan Documents.
Exception to Section (xl):
Best Buy-Richmond -- Real property other than the related Mortgaged
Property is included on the same tax parcel as the related Mortgaged Property.
The related Mortgaged Property, however, is to be a separate tax parcel by
January 1, 2003. Best Buy is responsible for the payment of taxes pursuant to
the terms of its lease and therefore the requirement of an escrow for taxes was
waived by the lender provided certain conditions are satisfied, including
providing lender with evidence of the proof of payment of the taxes. A post
closing agreement was executed by the related Borrower that provides it will be
an event of default under the Mortgage Loan Documents if by January 1, 2003, the
holder of the Mortgage is not furnished with satisfactory documentation
evidencing that the related Mortgaged Property is assessed as a separate tax
lot. In addition to the post-closing agreement, Best Buy executed an indemnity
pursuant to which it agreed to indemnify lender and borrower from any damages
suffered as a consequence of the failure to timely pay all taxes with respect to
the portion of the property that is included in a tax parcel with other
properties.
Walnut Grove Shopping Center -- The related Mortgaged Property
consists of three tax lots. Two of the three lots of the Mortgaged Property have
separate tax numbers from the adjacent property. One of the lots shares a tax
parcel number with adjacent property, but Seller has been advised that all
procedures have been completed to receive a separate tax parcel number. The tax
escrow required of the Borrower for the lot with the shared parcel number
requires escrow payments to cover the tax amount for the entire parcel until the
tax parcels can be separated, at which time the escrow amount will decrease to
an amount for the separated tax parcel only.
Exception to Section (lvi):
El Segundo, Walgreen's (Memphis), ____ Walgreen's (Wichita),
Walgreen's Plaza, Walgreen's (Greenwood), Walgreen's (Indianapolis), Walgreen's
(Schereville), Walgreen's (Lenoir City), Best Buy (Joplin) and Medical Pavilion
of St. Xxxxxxx -- XXX Loans that provide that the Mortgage Rate will increase by
the greater of (i) two percentage points over the treasury rate; or (ii) two
percentage points over the initial interest rate in connection with the passage
of its Anticipated Repayment Date.
EXHIBIT A
REPRESENTATIONS AND WARRANTIES OF SELLER
REGARDING THE MORTGAGE LOANS
(i) Immediately prior to the sale, transfer and assignment to the
Depositor, no Note or Mortgage was subject to any assignment (other than
assignments which show a complete chain of assignment to the Seller),
participation or pledge, and the Seller had good and marketable title to, and
was the sole owner of, the related Mortgage Loan;
(ii) Each Mortgage Loan was either:
(A) originated by a savings and loan association, savings
bank, commercial bank, credit union, or insurance company, which is
supervised and examined by a Federal or State authority, or by a
mortgagee approved by the Secretary of Housing and Urban Development
pursuant to Sections 203 and 211 of the National Housing Act (any of
the foregoing, including the Seller, a "Qualified Originator"); or
(B) if originated by a person which is not a Qualified
Originator (any such person, a "Non-Qualified Originator"), then:
(1) such Mortgage Loan was underwritten in accordance
with standards established by a Qualified Originator, using
application forms and related credit documents approved by the
Qualified Originator;
(2) the Qualified Originator approved each application
and related credit documents before a commitment by the
Non-Qualified Originator was issued, and no such commitment
was issued until the Qualified Originator agreed to fund such
Mortgage Loan;
(3) the Mortgage Loan was originated by the
Non-Qualified Originator pursuant to an ongoing, standing
relationship with the Qualified Originator; and
(4) the closing documents for the Mortgage Loan were
prepared on forms approved by the Qualified Originator, and,
pursuant to the Non-Qualified Originator's ongoing, standing
relationship with the Qualified Originator, either:
(a) 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;
(b) 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
(c) such closing documents reflect the
Non-Qualified Originator as the original mortgagee, but
include assignment documents executed by the
Non-Qualified Originator in favor of the Qualified
Originator at the time of the closing of the Mortgage
Loan, reflecting the Qualified Originator as the
successor and ____ assign to the ____ Non-Qualified
Originator, and the Mortgage Loan was funded initially
by the Qualified Originator at the closing thereof and
then acquired by the Qualified Originator from such
Non-Qualified Originator.
(iii) The Seller has full right and authority to sell, assign and
transfer such Mortgage Loan and the assignment to the Depositor constitutes a
legal, valid and binding assignment of such Mortgage Loan;
(iv) The Seller is transferring such Mortgage Loan free and clear of
any and all liens, pledges, charges or security interests of any nature
encumbering such Mortgage Loan;
(v) As of origination, to Seller's knowledge, based on the related
borrower's representations and covenants in the related mortgage loan documents,
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;
(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 valid offset, defense, counterclaim, or right of
rescission 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) 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 the Seller to the
Depositor and related assignment of the assignment of leases, if any, or
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 the Seller to the Depositor constitutes the legal, valid and
binding assignment from the Seller to the Depositor, 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 and (b) each related Mortgaged Property has
not been released 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 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;
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 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);
(xi) The 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) The 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
(or a binding commitment therefor), or its equivalent as adopted in the
applicable jurisdiction, insuring the Seller and its successors and assigns as
to such lien, subject only to (a) the lien of current real property taxes,
ground rents, water charges, sewer rents and assessments not yet delinquent or
accruing interest or penalties, (b) covenants, conditions and restrictions,
rights of way, easements and other matters of public record, none of which,
individually or in the aggregate, materially 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 and (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 (items
(a), (b) and (c) collectively, "Permitted Encumbrances"); 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 the
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 the Mortgage Loan Purchase Agreement; no claims
have been made under such policy and the 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 the 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) or reserves have been established
to cover the costs to remediate such damage and, as of the closing date for each
Mortgage Loan and, to the 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) The 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 Anticipated
Repayment Date;
(xviii) Each Mortgage Loan is a whole loan and contains no equity
participation by Seller;
(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 the Seller nor to the 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;
(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 the Seller or its
agent and there are no deficiencies (subject to any applicable grace or cure
periods) in connection therewith and all such escrows and deposits are being
conveyed by the Seller to the Depositor and identified as such with appropriate
detail;
(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 premiums on such insurance policies required to be paid as of
the date hereof have been paid; such insurance policies require prior notice to
the insured of termination or cancellation, and no such notice has been received
by the 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 the 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 and does 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), materially
and adversely affects the use or value of the Mortgage Loan or the related
Mortgaged Property; provided, however, that this representation and warranty
does not address or otherwise cover any default, breach, violation or event of
acceleration that specifically pertains to any matter otherwise covered by any
other representation or warranty made by the Seller in any of paragraphs (xiii),
(xxi), (xxv), (xxvii), (xxix), and (xxxi) of this Exhibit A-1;
(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). To the Seller's knowledge, 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; the related borrower or an affiliate thereof 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 and with respect to certain Mortgage Loans, a Phase II
environmental report, was conducted by a reputable environmental consulting firm
in connection with such Mortgage Loan, which report 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, 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) an
operations or 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 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 impairment environmental insurance policy
was obtained with respect to each such Mortgage Loan and is a part of the
related mortgage file. Each of such environmental insurance policies is in full
force and effect, the premiums for such policies have been paid in full and the
Trustee is named as an insured under each of such policies. To the best of the
Seller's knowledge, in reliance on such environmental reports 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 the best of the 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 the 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), each Mortgage Loan with a Stated Principal Balance of over
$20,000,000 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 the 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 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 Mortgage Loan
Purchase 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 a material
portion of the estate of the related borrower therein is a leasehold estate, 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, the 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 the Seller's best
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 will be enforceable, by the
lender) that extends not less than 20 years beyond the stated
maturity of the related Mortgage Loan;
(D) Based on the title insurance policy (or binding commitment
therefor) obtained by the 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) The ground lease is assignable to the lender under the
ground lease and its assigns without the consent of the lessor
thereunder;
(F) As of the Closing Date, the ground lease is in full force
and effect, the Seller has no actual knowledge that any default
beyond applicable notice and grace periods has occurred, and 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 which is part of the
Mortgage File, agreement between the lessor and the lessee requires
the lessor to give notice of any default by the lessee to the
lender;
(H) A 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 an
institutional investor. 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, 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 any institutional investor, 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, except to provide for an abatement of the
rent; 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 Seller 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 the 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) With respect to Mortgage Loans that are
cross-collateralized or cross-defaulted, all other loans that are
cross-collateralized by or cross-defaulted with such Mortgage Loans are being
transferred to the Depositor;
(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) (1) The Mortgage Loan is directly secured by a Mortgage on a
commercial property or multifamily residential property, and (2) 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 (a) 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 (b) at the
date hereof; provided that the fair market value of the real property must first
be reduced by (A) the amount of any lien on the real property interest that is
senior to the Mortgage Loan and (B) 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 (a) and (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
Seller or any mezzanine debt related to such Mortgaged Property, except as set
forth in the Prospectus Supplement, this Exhibit A or in the Exception Report to
this Mortgage Loan Purchase Agreement;
(xxxvii) 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);
(xxxviii) Each Mortgage Loan prohibits the related borrower from
mortgaging or otherwise encumbering the Mortgaged Property without the prior
written consent of the mortgagee or the satisfaction of debt service coverage or
similar criteria specified therein 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;
(xlii) To the knowledge of the Seller, 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;
(xliii) RESERVED.
(xliv) Except as disclosed in the Exception Report to this Mortgage
Loan Purchase Agreement, to the knowledge of the 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;
(xlv) No advance of funds has been made by the 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 the 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;
(xlvi) 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;
(xlvii) All collateral for the Mortgage Loans is being transferred
as part of the Mortgage Loans;
(xlviii) Except as disclosed in the Exception Report to this
Mortgage Loan Purchase Agreement or the Prospectus Supplement with respect to
the Crossed Loans and Multiple Property Loans, 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,
(c) releases of unimproved out-parcels or (d) releases of 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;
(xlix) Except as provided in paragraphs (xxxi) (J) and (K) above,
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 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;
(l) Each Form UCC-1 financing statement, if any, filed with respect
to personal property constituting a part of the related Mortgaged Property and
each Form UCC-2 or UCC-3 assignment, if any, of such financing statement to the
Seller was, and each Form UCC-3 assignment, if any, of such 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 the Seller) is, in suitable form for filing in the
filing office in which such financing statement was filed;
(li) To the 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;
(lii) Based upon an opinion of counsel and/or other due diligence
considered reasonable by prudent commercial mortgage lenders, 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 properties with a Stated Principal Balance of over
$10,000,000, if the related Mortgaged Property does not so comply, to the extent
the 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;
(liii) 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) and all Prepayment Premiums and Yield Maintenance Charges
constitute "customary prepayment penalties" within the meaning of Treasury
Regulation Section 1.860G-1(b)(2);
(liv) With respect to any Mortgage Loan that pursuant to the
Mortgage Loan Documents can be defeased, (i) the Mortgage Loan cannot be
defeased within two years after the Closing Date, (ii) the borrower can pledge
only United States government securities in an amount sufficient to make all
scheduled payments under the Mortgage Loan when due, (iii) the borrower is
required to provide independent certified public accountant's certification that
the collateral is sufficient to make such payments, (iv) the loan may be
required to be assumed by a single-purpose entity designated by the holder of
the Mortgage Loan, (v) 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, (vi) 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, (vii) 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 (viii) with
respect to any Significant Loan (as defined in the Pooling and Servicing
Agreement), the borrower must obtain Rating Agency 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
Certificate rated by such Rating Agency;
(lv) The Mortgage Loan Documents for each Mortgage Loan provide that
the related borrower thereunder shall be liable to the Seller for any losses
incurred by the Seller due to (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
related Mortgage Loan Documents, and (iv) fraud by the related Borrower;
provided that, with respect to clause (iii) of this sentence, an indemnification
against losses related to such violations or environmental insurance shall
satisfy such requirement;
(lvi) If such Mortgage Loan is an ARD Loan, it commenced amortizing
on its initial scheduled Due Date and provides that: (i) its Mortgage Rate will
increase by no more 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; (ii) its Anticipated Repayment Date is not less than seven years
following the origination of such Mortgage Loan; (iii) 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 Master Servicer; and (iv) 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;
(lvii) 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 Stated
Principal Balances of all of the Mortgage Loans, all the mortgage loans sold to
the Depositor by Column Financial, Inc. ("Column") pursuant to that certain
Mortgage Loan Purchase Agreement dated as of March 1, 2002 between the Depositor
and Column and all the mortgage loans sold to the Depositor by PNC Bank,
National Association ("PNC Bank") pursuant to that certain Mortgage Loan
Purchase Agreement dated as of March 1, 2002 between the Depositor and PNC Bank,
as of the Cut-Off Date; and
(lviii) The Seller has delivered to the Trustee or a custodian
appointed thereby, with respect to each Mortgage Loan, in accordance with
Section 3 of the Mortgage Loan Purchase Agreement, a complete Mortgage File.
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 KeyBank National
Association ("KeyBank");
2. that KeyBank 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. (a) that KeyBank , 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 KeyBank National Association, under date of
____________________ (the "Note");
4. that the Note is now owned and held by KeyBank;
5. 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;
6. that no other person, firm, corporation or other entity has any
right, title, interest or claim in the Note except KeyBank; and
7. upon assignment of the Note by KeyBank to Credit Suisse First
Boston Mortgage Securities Corp. (the "Depositor") and subsequent assignment by
the 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 2002-CKP1 (the "Trustee") (which assignment may, at the
discretion of the Depositor, be made directly by KeyBank to the Trustee) KeyBank
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 KeyBank's failure to deliver said
original Note to the Trustee.
KEYBANK NATIONAL ASSOCIATION
By: ___________________________________
Name:
Title:
Sworn to before me this
day of March [ ], 2002
EXHIBIT C
FORM OF
ASSIGNMENT OF MORTGAGE(S) AND
ASSIGNMENT OF ASSIGNMENT OF LESSOR'S INTERESTS
IN LEASES, RENTS AND PROFITS
This instrument prepared by:
Xxxxxxxxxx Xxxxxxx & Xxxxx
000 X. 00xx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxx, Xxxxxxxx 00000
Record & Return to:
________________________
________________________
________________________
Attn:___________________
___________________________________________________
Loan No. ______
SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE
ASSIGNMENT OF LOAN DOCUMENTS
=============================================
(HEREINAFTER THE "ASSIGNMENT")
In consideration of the sum of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, KEYBANK NATIONAL ASSOCIATION, a national banking association,
having an address at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx Xxxx, Xxxxxxxx 00000
("ASSIGNOR"), does hereby grant, bargain, sell, convey, assign, transfer and set
over unto ("ASSIGNEE"), without recourse, all of the right, title and interest
of Assignor in and to:
1. That certain [Mortgage] or [Deed of Trust], Assignment of Leases and
Rents, Security Agreement and Fixture Filing described on Schedule 1
hereto ("SECURITY INSTRUMENT");
2. That certain Assignment of Leases and Rents described on Schedule 1
hereto ("ASSIGNMENT OF RENTS");
3. The note(s) and/or other agreements evidencing the indebtedness
and/or the obligation(s) secured by the Security Instrument and/or
Assignment of Rents; and
4. Any and all other documents and instruments evidencing, securing and/or
relating to the indebtedness and/or obligations secured by the Security
Instrument and/or Assignment of Rents.
This Assignment is made without representation, recourse or warranty by
Assignor.
IN WITNESS WHEREOF, the Assignor by its duly authorized officers has
caused this Assignment to be duly executed, sealed, acknowledged and delivered.
Effective as of __________________________
ASSIGNOR:
KEYBANK NATIONAL ASSOCIATION, a
national banking association
By: __________________________________
Name: __________________________________
Title: __________________________________
STATE OF )
) ss.:
COUNTY OF )
On this __________ day of ____________, 2002, before me the
undersigned, a NOTARY PUBLIC OF ________________________, personally appeared ,
as ________ of KeyBank National Association, a national banking association,
who, I am satisfied, was the maker of the foregoing instrument and who then
stated and acknowledged to me that, as such officer and maker (1) he was
authorized to execute the foregoing instrument on behalf of said company and (2)
he executed said instrument as the act and deed of said company.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal at my office in ______________________________________ the day and
year last above written.
Signature______________________________
Print Name_____________________________
Residing at____________________________
_____________________________
_____________________________
A NOTARY PUBLIC OF_____________________
[AFFIX SEAL] My Commission expires on____________________
