EXECUTION COPY
MORTGAGE LOAN PURCHASE AGREEMENT
THIS MORTGAGE LOAN PURCHASE AGREEMENT (this "Agreement") is dated as
of October 27, 2005, between CITIGROUP GLOBAL MARKETS REALTY CORP. (the
"Seller") and CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. (the "Purchaser").
The Seller intends to sell, and the Purchaser intends to purchase,
certain multifamily and commercial mortgage loans (the "Mortgage Loans")
identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as
Annex A. The Purchaser intends to deposit the Mortgage Loans, along with certain
other mortgage loans (the "Other Mortgage Loans"), into a trust fund (the "Trust
Fund"), the beneficial ownership of which will be evidenced by multiple classes
(each, a "Class") of mortgage pass-through certificates (the "Certificates").
One or more "real estate mortgage investment conduit" ("REMIC") elections will
be made with respect to most of the Trust Fund. The Trust Fund will be created
and the Certificates will be issued pursuant to a Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of November 1, 2005,
among the Purchaser, as depositor, Midland Loan Services, Inc., as master
servicer (the "Master Servicer"), LNR Partners, Inc., as special servicer (the
"Special Servicer"), LaSalle Bank National Association, as trustee (the
"Trustee"), and ABN AMRO Bank N.V., as fiscal agent. Capitalized terms used
herein (including the schedules attached hereto) but not defined herein (or in
such schedules) have the respective meanings set forth in the Pooling and
Servicing Agreement.
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase.
The Seller agrees to sell, and the Purchaser agrees to purchase, the
Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan
Schedule may be amended to reflect the actual Mortgage Loans delivered to the
Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have
an aggregate principal balance of $1,772,763,498 (the "CGMRC Mortgage Loan
Balance") (subject to a variance of plus or minus 5.0%) as of the close of
business on the Cut-off Date, after giving effect to any payments due on or
before such date, whether or not such payments are received. The CGMRC Mortgage
Loan Balance, together with the aggregate principal balance of the Other
Mortgage Loans as of the Cut-off Date (after giving effect to any payments due
on or before such date whether or not such payments are received), is expected
to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of
$3,878,244,727 (subject to a variance of plus or minus 5.0%). The purchase and
sale of the Mortgage Loans shall take place on November 15, 2005 or such other
date as shall be mutually acceptable to the parties to this Agreement (the
"Closing Date"). The consideration (the "Aggregate Purchase Price") for the
Mortgage Loans shall consist of an amount equal to (i) 98.4279% of the CGMRC
Mortgage Loan Balance as of the Cut-off Date, plus (ii) $3,345,205, which amount
represents the amount of interest accrued on the CGMRC Mortgage Loan Balance, as
agreed to by the Seller and the Purchaser.
The Aggregate Purchase Price shall be paid to the Seller or its
designee by wire transfer in immediately available funds on the Closing Date.
SECTION 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt by the
Seller of the Aggregate Purchase Price and satisfaction or waiver of the other
conditions to closing that are for the benefit of the Seller (which conditions
shall be deemed to have been satisfied or waived upon the Seller's receipt of
the Aggregate Purchase Price), the Seller does hereby sell, transfer, assign,
set over and otherwise convey to the Purchaser, without recourse (except as set
forth in this Agreement), all the right, title and interest of the Seller in and
to the Mortgage Loans identified on the Mortgage Loan Schedule as of such date,
on a servicing-released basis, together with all of the Seller's right, title
and interest in and to the proceeds of any related title, hazard, primary
mortgage or other insurance proceeds and any escrow, reserve or comparable
accounts related to the Mortgage Loans, subject, in the case of any Mortgage
Loan that is part of a Loan Combination, to the rights of the holder(s) of any
other mortgage loan(s) in the related Loan Combination in such proceeds and
reserve or comparable accounts, and further subject to that certain Servicing
Rights Purchase Agreement, dated as of November 15, 2005, between the Master
Servicer and the Seller.
(b) The Purchaser or its assignee shall be entitled to receive all
scheduled payments of principal and interest due after the Cut-off Date, and all
other recoveries of principal and interest collected after the Cut-off Date
(other than in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date). All scheduled payments of principal and interest due
on or before the Cut-off Date but collected after the Cut-off Date, and
recoveries of principal and interest collected on or before the Cut-off Date
(only in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date and principal prepayments thereon), shall belong to, and
shall be promptly remitted to, the Seller.
(c) No later than the Closing Date, the Seller shall, on behalf of the
Purchaser, deliver to the Trustee (with a copy to the Master Servicer and the
Special Servicer within ten Business Days of the Closing Date) the documents and
instruments specified below under clauses (i), (ii), (vii), (ix)(A) and (xi)(D)
and shall, not later than the date that is 30 days after the Closing Date,
deliver to the Trustee the remaining documents and instruments specified below
with respect to each Mortgage Loan that is a Serviced Mortgage Loan (the
documents and instruments specified below, collectively, the "Mortgage File").
All Mortgage Files so delivered will be held by the Trustee in escrow for the
benefit of the Seller at all times prior to the Closing Date. The Mortgage File
for each Mortgage Loan that is a Serviced Mortgage Loan shall contain the
following documents:
(i) the original executed Mortgage Note including any power of
attorney related to the execution thereof, together with any and all
intervening endorsements thereon, endorsed on its face or by allonge
attached thereto (without recourse, representation or warranty, express or
implied) to the order of "LaSalle Bank National Association, as trustee for
the registered holders of CD 2005-CD1 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2005-CD1" or
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in blank (or a lost note affidavit and indemnity with a copy of such
Mortgage Note attached thereto);
(ii) an original or a copy of the Mortgage, together with any and
all intervening assignments thereof, in each case (unless not yet returned
by the applicable recording office) with evidence of recording indicated
thereon or certified by the applicable recording office;
(iii) an original or a copy of any related Assignment of Leases
(if such item is a document separate from the Mortgage), together with any
and all intervening assignments thereof, in each case (unless not yet
returned by the applicable recording office) with evidence of recording
indicated thereon or certified by the applicable recording office;
(iv) an original executed assignment, in recordable form (except
for any missing recording information and, if delivered in blank, the name
of the assignee), of (A) the Mortgage, (B) any related Assignment of Leases
(if such item is a document separate from the Mortgage) and (C) any other
recorded document relating to the Mortgage Loan otherwise included in the
Mortgage File, in favor of "LaSalle Bank National Association, as trustee
for the registered holders of CD 2005-CD1 Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2005-CD1" (and, in
the case of a Serviced Loan Combination, also on behalf of the related
Non-Trust Loan Noteholder(s)), or in blank;
(v) an original assignment of all unrecorded documents relating
to the Mortgage Loan (to the extent not already assigned pursuant to clause
(iv) above), in favor of "LaSalle Bank National Association, as trustee for
the registered holders of CD 2005-CD1 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2005-CD1" (and, in the case of a
Serviced Loan Combination, also on behalf of the related Non-Trust Loan
Noteholder(s)), or in blank;
(vi) originals or copies of any consolidation, assumption,
substitution and modification agreements in those instances where the terms
or provisions of the Mortgage or Mortgage Note have been consolidated or
modified or the Mortgage Loan has been assumed or consolidated;
(vii) the original or a copy of the policy or certificate of
lender's title insurance or, if such policy has not been issued or located,
an original or copy of an irrevocable, binding commitment (which may be a
pro forma policy or marked version of the policy that has been executed by
an authorized representative of the title company or an agreement to
provide the same pursuant to binding escrow instructions executed by an
authorized representative of the title company) to issue such title
insurance policy;
(viii) any filed copies (bearing evidence of filing) or other
evidence of filing reasonably satisfactory to the Purchaser of any prior
UCC Financing Statements in favor of the originator of the Mortgage Loan or
in favor of any assignee prior to the
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Trustee (but only to the extent the Seller had possession of such UCC
Financing Statements when it was to deliver the subject Mortgage File on or
prior to the Closing Date) and, if there is an effective UCC Financing
Statement and continuation statement in favor of the Seller on record with
the applicable public office for UCC Financing Statements, an original UCC
Financing Statement assignment, in form suitable for filing in favor of
"LaSalle Bank National Association, as trustee for the registered holders
of CD Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2005-CD1" (and, in the case of any Serviced Loan
Combination, also on behalf of the related Non-Trust Loan Noteholder(s)),
as assignee, or in blank;
(ix) an original or a copy of any (A) Ground Lease and ground
lessor estoppel, (B) loan guaranty or indemnity, (C) secured creditor
environmental insurance policy or (D) lease enhancement policy;
(x) any intercreditor, co-lender or similar agreement relating to
permitted debt of the Mortgagor;
(xi) copies of any (A) loan agreement, (B) escrow agreement, (C)
security agreement or (D) letter of credit relating to the Mortgage Loan;
and
(xii) with respect to each Non-Trust Loan that is part of a
Serviced Loan Combination, all of the above documents with respect to such
Non-Trust Loan and the related Loan Combination Intercreditor Agreement;
provided that a copy of the Mortgage Note relating to each such Non-Trust
Loan, rather than the original, shall be provided, and no endorsements to
such note shall be provided.
(d) The Seller shall take all actions reasonably necessary to permit
the Trustee to fulfill its obligations pursuant to Section 2.01(d) of the
Pooling and Servicing Agreement, including bearing the out-of-pocket costs and
expenses of the Trustee in connection with the performance by the Trustee of its
recording, filing and delivery obligations pursuant to Section 2.01(d) of the
Pooling and Servicing Agreement.
(e) All documents and records (except draft documents, attorney-client
privileged communications and internal correspondence, credit underwriting or
due diligence analyses, credit committee briefs or memoranda or other internal
approval documents or data or internal worksheets, memoranda, communications or
evaluations and other underwriting analysis of the Seller) relating to, and
necessary for the servicing and administration of, each Mortgage Loan (other
than the Outside Serviced Mortgage Loan) and in the Seller's possession that are
not required to be delivered to the Trustee shall promptly be delivered or
caused to be delivered by the Seller to the Master Servicer or at the direction
of the Master Servicer to the appropriate sub-servicer, together with any
related escrow amounts and reserve amounts.
(f) The Seller shall take such actions as are reasonably necessary to
assign or otherwise grant to the Trust Fund the benefit of any letters of credit
in the name of the Seller which secure any Mortgage Loan. Without limiting the
generality of the foregoing, if a draw upon a letter of credit is required
before its transfer to the Trust Fund can be completed, the
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Seller shall draw upon such letter of credit for the benefit of the Trust
pursuant to written instructions from the Master Servicer.
SECTION 3. Representations, Warranties and Covenants of Seller.
(a) The Seller hereby represents and warrants to and covenants with
the Purchaser, as of the date hereof, that:
(i) The Seller is a corporation organized and validly existing
and in good standing under the laws of the State of New York and possesses
all requisite authority, power, licenses, permits and franchises to carry
on its business as currently conducted by it and to execute, deliver and
comply with its obligations under the terms of this Agreement;
(ii) This Agreement has been duly and validly authorized,
executed and delivered by the Seller and, assuming due authorization,
execution and delivery hereof by the Purchaser, constitutes a legal, valid
and binding obligation of the Seller, enforceable against the Seller in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, receivership, moratorium and other
laws affecting the enforcement of creditors' rights in general and by
general equity principles (regardless of whether such enforcement is
considered in a proceeding in equity or at law), and by public policy
considerations underlying the securities laws, to the extent that such
public policy considerations limit the enforceability of the provisions of
this Agreement which purport to provide indemnification from liabilities
under applicable securities laws;
(iii) The execution and delivery of this Agreement by the Seller
and the Seller's performance and compliance with the terms of this
Agreement will not (A) violate the Seller's certificate of incorporation or
bylaws, (B) violate any law or regulation or any administrative decree or
order to which it is subject or (C) constitute a material default (or an
event which, with notice or lapse of time, or both, would constitute a
material default) under, or result in the breach of, any material contract,
agreement or other instrument to which the Seller is a party or by which
the Seller is bound, which default might have consequences that would, in
the Seller's reasonable and good faith judgment, materially and adversely
affect the condition (financial or other) or operations of the Seller or
its properties or have consequences that would materially and adversely
affect its performance hereunder;
(iv) The Seller is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal,
state, municipal or other governmental agency or body, which default might
have consequences that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the condition (financial or
other) or operations of the Seller or its properties or have consequences
that would materially and adversely affect its performance hereunder;
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(v) The Seller is not a party to or bound by any agreement or
instrument or subject to any certificate of incorporation, bylaws or any
other corporate restriction or any judgment, order, writ, injunction,
decree, law or regulation that would, in the Seller's reasonable and good
faith judgment, materially and adversely affect the ability of the Seller
to perform its obligations under this Agreement or that requires the
consent of any third person to the execution of this Agreement or the
performance by the Seller of its obligations under this Agreement (except
to the extent such consent has been obtained);
(vi) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Seller of, or compliance by the Seller with, this
Agreement or the consummation of the transactions contemplated by this
Agreement except as have previously been obtained, and no bulk sale law
applies to such transactions;
(vii) No litigation is pending or, to the Seller's knowledge,
threatened against the Seller that would, in the Seller's good faith and
reasonable judgment, prohibit its entering into this Agreement or
materially and adversely affect the performance by the Seller of its
obligations under this Agreement; and
(viii) Under generally accepted accounting principles ("GAAP")
and for federal income tax purposes, the Seller will report the transfer of
the Mortgage Loans to the Purchaser as a sale of the Mortgage Loans to the
Purchaser in exchange for consideration consisting of the Aggregate
Purchase Price. The consideration received by the Seller upon the sale of
the Mortgage Loans to the Purchaser will constitute at least reasonably
equivalent value and fair consideration for the Mortgage Loans. The Seller
will be solvent at all relevant times prior to, and will not be rendered
insolvent by, the sale of the Mortgage Loans to the Purchaser. The Seller
is not selling the Mortgage Loans to the Purchaser with any intent to
hinder, delay or defraud any of the creditors of the Seller.
(b) The Seller hereby makes, on the date hereof and on the Closing
Date, the representations and warranties contained in Schedule I and Schedule II
hereto with respect to each Mortgage Loan, for the benefit of the Purchaser,
which representations and warranties are subject to the exceptions set forth on
Schedule III.
(c) If the Seller receives written notice of a Document Defect or a
Breach pursuant to Section 2.03(a) of the Pooling and Servicing Agreement
relating to a Mortgage Loan, then the Seller shall, not later than 90 days from
receipt of such notice (or, in the case of a Document Defect or Breach relating
to a Mortgage Loan not being a "qualified mortgage" within the meaning of the
REMIC Provisions (a "Qualified Mortgage"), not later than 90 days from any party
to the Pooling and Servicing Agreement discovering such Document Defect or
Breach, provided the Seller receives such notice in a timely manner), if such
Document Defect or Breach shall materially and adversely affect the value of the
applicable Mortgage Loan or the interests of the Certificateholders therein,
cure such Document Defect or Breach, as the case may be, in all material
respects, which shall include payment of actual losses and any Additional Trust
Fund
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Expenses directly resulting therefrom or, if such Document Defect or Breach
(other than omissions solely due to a document not having been returned by the
related recording office) cannot be cured within such 90-day period, (i)
repurchase the affected Mortgage Loan at the applicable Purchase Price not later
than the end of such 90-day period, or (ii) substitute a Qualified Substitute
Mortgage Loan for such affected Mortgage Loan not later than the end of such
90-day period (and in no event later than the second anniversary of the Closing
Date) and pay the Master Servicer for deposit into the Certificate Account, any
Substitution Shortfall Amount in connection therewith; provided, however, that,
if a Document Defect or Breach is capable of being cured but not within such
90-day period and the Seller has commenced and is diligently proceeding with the
cure of such Document Defect or Breach within such 90-day period, then unless
such Document Defect or Breach would cause the Mortgage Loan not to be a
Qualified Mortgage, such Seller shall have an additional 90 days to complete
such cure (or, failing such cure, to repurchase or substitute for the related
Mortgage Loan); and provided, further, that with respect to such additional
90-day period the Seller shall have delivered an officer's certificate to the
Trustee setting forth what actions the Seller is pursuing in connection with the
cure thereof and stating that the Seller anticipates that such Document Defect
or Breach will be cured within the additional 90-day period. For a period of two
years from the Closing Date, so long as there remains any Mortgage File relating
to a Mortgage Loan as to which there is an uncured Document Defect, the Seller
shall provide the officer's certificate to the Trustee described above as to the
reasons such Document Defect remains uncured and as to the actions being taken
to pursue cure.
No substitution of a Qualified Substitute Mortgage Loan or Qualified
Substitute Mortgage Loans may be made in any calendar month after the
Determination Date for such month. Periodic Payments due with respect to any
Qualified Substitute Mortgage Loan after the related date of substitution shall
be part of the Trust Fund. Periodic Payments due with respect to any Qualified
Substitute Mortgage Loan on or prior to the related date of substitution shall
not be part of the Trust Fund and shall be remitted to the Seller promptly
following receipt.
(d) If (i) any Mortgage Loan is required to be repurchased or
substituted for in the manner described above, (ii) such Mortgage Loan is a
Crossed Loan, and (iii) the applicable Document Defect or Breach does not
constitute a Document Defect or Breach, as the case may be, as to any other
Crossed Loan in such Crossed Group (without regard to this paragraph), then the
applicable Document Defect or Breach, as the case may be, will be deemed to
constitute a Document Defect or Breach, as the case may be, as to each other
Crossed Loan in the Crossed Group for purposes of this paragraph, and the Seller
will be required to repurchase or substitute for the remaining Crossed Loan(s)
in the related Crossed Group as provided in the immediately preceding paragraph
unless such other Crossed Loans in such Crossed Group satisfy the Crossed Loan
Repurchase Criteria and satisfy all other criteria for substitution or
repurchase, as applicable, of Mortgage Loans set forth herein or in the Pooling
and Servicing Agreement. In the event that the remaining Crossed Loans satisfy
the aforementioned criteria, the Seller may elect either to repurchase or
substitute for only the affected Crossed Loan as to which the related Document
Defect or Breach exists or to repurchase or substitute for all of the Crossed
Loans in the related Crossed Group. The Seller shall be responsible for the cost
of any Appraisal required to be obtained by the Master Servicer to determine if
the Crossed Loan Repurchase Criteria have been satisfied, so long as the scope
and cost of such Appraisal has been approved by the Seller
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(such approval not to be unreasonably withheld). To the extent that the Seller
is required to purchase or substitute for a Crossed Loan hereunder in the manner
prescribed above while the Purchaser continues to hold any other Crossed Loans
in such Crossed Group, neither the Seller nor the Purchaser shall enforce any
remedies against the other's Primary Collateral, but each is permitted to
exercise remedies against the Primary Collateral securing its respective Crossed
Loans, including, with respect to the Purchaser, the Primary Collateral securing
the Crossed Loans still held by the Purchaser, so long as such exercise does not
materially impair the ability of the other party to exercise its remedies
against its Primary Collateral.
If the exercise of remedies by one party would materially impair the
ability of the other party to exercise its remedies with respect to the Primary
Collateral securing the Crossed Loans held by such party, then the Seller and
the Purchaser shall forbear from exercising such remedies until the Mortgage
Loan documents evidencing and securing the relevant Crossed Loans can be
modified in a manner that complies with this Agreement to remove the threat of
material impairment as a result of the exercise of remedies or some other
accommodation can be reached. Any reserve or other cash collateral or letters of
credit securing the Crossed Loans shall be allocated between such Crossed Loans
in accordance with the Mortgage Loan documents or, if not specified in the
related Mortgage Loan documents, on a pro rata basis based upon their
outstanding Stated Principal Balances. Notwithstanding the foregoing, if a
Crossed Loan included in the Trust Fund is modified to terminate the related
cross-collateralization and/or cross-default provisions, as a condition to such
modification, the Seller shall furnish to the Trustee an Opinion of Counsel that
such modification shall not cause an Adverse REMIC Event. Any expenses incurred
by the Purchaser in connection with such modification or accommodation
(including but not limited to recoverable attorney fees) shall be paid by the
Seller.
Notwithstanding any of the foregoing provisions of this Section 3(d),
if there is a Document Defect or Breach (which Document Defect or Breach shall
materially and adversely affect the value of the related Mortgage Loan or the
interests of the Certificateholders therein) with respect to one or more
Mortgaged Properties with respect to a Mortgage Loan, the Seller shall not be
obligated to repurchase or substitute the Mortgage Loan if (i) the affected
Mortgaged Property(ies) may be released or substituted pursuant to the terms of
any partial release or substitution provisions in the related Mortgage Loan
documents (and such Mortgaged Property(ies) are, in fact, released or
substituted) and, to the extent not covered by the applicable release price (if
any) required under the related Mortgage Loan documents, the Seller pays (or
causes to be paid) any additional amounts necessary to cover all reasonable
out-of-pocket expenses reasonably incurred by the Master Servicer, the Special
Servicer, the Trustee or the Trust Fund in connection with such release or
substitution, (ii) the remaining Mortgaged Property(ies) satisfy the
requirements, if any, set forth in the related Mortgage Loan documents and the
Seller provides an opinion of counsel to the effect that such release would not
cause either of REMIC I or REMIC II to fail to qualify as a REMIC under the Code
or result in the imposition of any tax on "prohibited transactions" or
"contributions" after the Startup Day under the REMIC Provisions and (iii) each
Rating Agency then rating the Certificates shall have provided written
confirmation that such release would not cause the then-current ratings of the
Certificates rated by it to be qualified, downgraded or withdrawn.
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(e) In connection with any permitted repurchase or substitution of one
or more Mortgage Loans contemplated hereby, upon receipt of a certificate from a
Servicing Officer certifying as to the receipt of the Purchase Price or
Substitution Shortfall Amount(s), as applicable, in the Certificate Account, and
the delivery of the Mortgage File(s) and the Servicing File(s) for the related
Qualified Substitute Mortgage Loan(s) to the Custodian and the Master Servicer,
respectively, if applicable, (i) the Trustee shall execute and deliver such
endorsements and assignments as are provided to it by the Master Servicer, in
each case without recourse, representation or warranty, as shall be necessary to
vest in the Seller, the legal and beneficial ownership of each repurchased
Mortgage Loan or substituted Mortgage Loan, as applicable, (ii) the Trustee, the
Custodian, the Master Servicer and the Special Servicer shall each tender to the
Seller, upon delivery to each of them of a receipt executed by the Seller, all
portions of the Mortgage File and other documents pertaining to such Mortgage
Loan possessed by it, and (iii) the Master Servicer and the Special Servicer
shall release to the Seller any Escrow Payments and Reserve Funds held by it in
respect of such repurchased or deleted Mortgage Loans.
(f) Without limiting the remedies of the Purchaser, the
Certificateholders or the Trustee on behalf of the Certificateholders pursuant
to this Agreement, it is acknowledged that the representations and warranties
are being made for risk allocation purposes. This Section 3 provides the sole
remedy available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Document Defect in a Mortgage File or any
Breach of any representation or warranty set forth in or required to be made
pursuant to this Section 3.
SECTION 4. Representations and Warranties of the Purchaser. In order
to induce the Seller to enter into this Agreement, the Purchaser hereby
represents and warrants for the benefit of the Seller as of the date hereof
that:
(a) The Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware. The Purchaser has
the full corporate power and authority and legal right to acquire the Mortgage
Loans from the Seller and to transfer the Mortgage Loans to the Trustee.
(b) This Agreement has been duly and validly authorized, executed and
delivered by the Purchaser, all requisite action by the Purchaser's directors
and officers has been taken in connection therewith, and (assuming the due
authorization, execution and delivery hereof by the Seller) this Agreement
constitutes the valid, legal and binding agreement of the Purchaser, enforceable
against the Purchaser in accordance with its terms, except as such enforcement
may be limited by (i) laws relating to bankruptcy, insolvency, reorganization,
receivership or moratorium, (ii) other laws relating to or affecting the rights
of creditors generally, or (iii) general equity principles (regardless of
whether such enforcement is considered in a proceeding in equity or at law).
(c) Except as may be required under federal or state securities laws
(and which will be obtained on a timely basis), no consent, approval,
authorization or order of, registration or filing with, or notice to, any
governmental authority or court, is required, under federal or state law, for
the execution, delivery and performance by the Purchaser of or
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compliance by the Purchaser with this Agreement, or the consummation by the
Purchaser of any transaction described in this Agreement.
(d) None of the acquisition of the Mortgage Loans by the Purchaser,
the transfer of the Mortgage Loans to the Trustee, and the execution, delivery
or performance of this Agreement by the Purchaser, results or will result in the
creation or imposition of any lien on any of the Purchaser's assets or property,
or conflicts or will conflict with, results or will result in a breach of, or
constitutes or will constitute a default under (i) any term or provision of the
Purchaser's articles of association or bylaws, (ii) any term or provision of any
material agreement, contract, instrument or indenture, to which the Purchaser is
a party or by which the Purchaser is bound, or (iii) any law, rule, regulation,
order, judgment, writ, injunction or decree of any court or governmental
authority having jurisdiction over the Purchaser or its assets, which default
might have consequences that would, in the Purchaser's reasonable and good faith
judgment, materially and adversely affect the condition (financial or other) or
operations of the Purchaser or its properties or have consequences that would
materially and adversely affect its performance hereunder.
(e) Under GAAP and for federal income tax purposes, the Purchaser will
report the transfer of the Mortgage Loans by the Seller to the Purchaser as a
sale of the Mortgage Loans to the Purchaser in exchange for consideration
consisting of the Aggregate Purchase Price.
(f) There is no action, suit, proceeding or investigation pending or
to the knowledge of the Purchaser, threatened against the Purchaser in any court
or by or before any other governmental agency or instrumentality which would, in
the Purchaser's reasonable and good faith judgment, materially and adversely
affect the validity of this Agreement or any action taken in connection with the
obligations of the Purchaser contemplated herein, or which would be likely to
impair materially the ability of the Purchaser to enter into and/or perform
under the terms of this Agreement.
(g) The Purchaser is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,
municipal or governmental agency, which default might have consequences that
would materially and adversely affect the condition (financial or other) or
operations of the Purchaser or its properties or might have consequences that
would materially and adversely affect its performance hereunder.
SECTION 5. Closing. The closing of the sale of the Mortgage Loans (the
"Closing") shall be held at the offices of Sidley Xxxxxx Xxxxx & Xxxx LLP, New
York, New York on the Closing Date.
The Closing shall be subject to each of the following conditions:
(a) All of the representations and warranties of the Seller set forth
in or made pursuant to Section 3(a) and Section 3(b) of this Agreement and all
of the representations and warranties of the Purchaser set forth in Section 4 of
this Agreement shall be true and correct in all material respects as of the
Closing Date;
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(b) The Pooling and Servicing Agreement (to the extent it affects the
obligations of the Seller hereunder) and all documents specified in Section 6 of
this Agreement (the "Closing Documents"), in such forms as are agreed upon and
acceptable to the Purchaser, the Seller, the Underwriters, the Initial
Purchasers and their respective counsel in their reasonable discretion, shall be
duly executed and delivered by all signatories as required pursuant to the
respective terms thereof;
(c) The Seller shall have delivered and released to the Trustee (or a
Custodian on its behalf) and the Master Servicer, respectively, all documents
represented to have been or required to be delivered to the Trustee and the
Master Servicer pursuant to Section 2 of this Agreement;
(d) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with in all
material respects and the Seller and the Purchaser shall each have the ability
to comply with all terms and conditions and perform all duties and obligations
required to be complied with or performed after the Closing Date;
(e) The Seller shall have paid all fees and expenses payable by it to
the Purchaser or otherwise pursuant to this Agreement as of the Closing Date;
and
(f) Letters from the independent accounting firm of Ernst & Young LLP
in form satisfactory to the Purchaser, relating to certain information regarding
the Mortgage Loans and Certificates as set forth in the Prospectus and
Prospectus Supplement, respectively.
Both parties agree to use their best efforts to perform their
respective obligations hereunder in a manner that will enable the Purchaser to
purchase the Mortgage Loans on the Closing Date.
SECTION 6. Closing Documents. The Closing Documents shall consist of
the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer
of the Seller and dated the Closing Date, and upon which the Purchaser, the
Underwriters and the Initial Purchasers may rely, to the effect that: (i) the
representations and warranties of the Seller in this Agreement are true and
correct in all material respects at and as of the Closing Date with the same
effect as if made on such date; and (ii) the Seller has, in all material
respects, complied with all the agreements and satisfied all the conditions on
its part that are required under this Agreement to be performed or satisfied at
or prior to the Closing Date;
(c) An officer's certificate from the Seller, dated the Closing Date,
and upon which the Purchaser may rely, to the effect that each individual who,
as an officer or representative of the Seller, signed this Agreement or any
other document or certificate delivered on or before the Closing Date in
connection with the transactions contemplated herein, was at the respective
times of such signing and delivery, and is as of the Closing Date, duly elected
or
11
appointed, qualified and acting as such officer or representative, and the
signatures of such persons appearing on such documents and certificates are
their genuine signatures;
(d) An officer's certificate from an officer of the Seller (signed in
his/her capacity as an officer), dated the Closing Date, and upon which the
Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect
that (i) such officer has carefully examined the Specified Portions (as defined
below) of the Prospectus Supplement and nothing has come to his attention that
would lead him to believe that the Specified Portions of the Prospectus
Supplement, as of the date of the Prospectus Supplement or as of the Closing
Date, included or include any untrue statement of a material fact relating to
the Mortgage Loans or the Seller or omitted or omit to state therein a material
fact necessary in order to make the statements therein relating to the Mortgage
Loans or the Seller, in light of the circumstances under which they were made,
not misleading, and (ii) such officer has examined the Specified Portions of the
Memorandum and nothing has come to his attention that would lead him to believe
that the Specified Portions of the Memorandum, as of the date thereof or as of
the Closing Date, included or include any untrue statement of a material fact
relating to the Mortgage Loans or omitted or omit to state therein a material
fact necessary in order to make the statements therein related to the Mortgage
Loans or the Seller, in the light of the circumstances under which they were
made, not misleading. The "Specified Portions" of the Prospectus Supplement
shall consist of Annexes X-0, X-0, X-0, X-0, X-0 and B thereto (insofar as the
information contained in such annexes relates to the Mortgage Loans), the
diskette which accompanies the Prospectus Supplement (insofar as such diskette
is consistent with such Annexes X-0, X-0, X-0, X-0, X-0 and B) and the following
sections of the Prospectus Supplement (to the extent they relate to the Seller
or the Mortgage Loans and exclusive of any statements in such sections that
purport to summarize the servicing and administration provisions of the Pooling
and Servicing Agreement): "Summary of Prospectus Supplement--Relevant
Parties--Mortgage Loan Sellers," "Summary of Prospectus Supplement--The
Underlying Mortgage Loans and the Mortgaged Real Properties," "Risk
Factors--Risks Related to the Underlying Mortgage Loans," and "Description of
the Mortgage Pool." The "Specified Portions" of the Memorandum shall consist of
the Specified Portions of the Prospectus Supplement and "Summary of the Offering
Memorandum--Relevant Parties--Mortgage Loan Sellers".
(e) The certificate of incorporation and by-laws of the Seller, and a
certificate of good standing of the Seller issued by the State of New York not
earlier than sixty (60) days prior to the Closing Date;
(f) A written opinion of counsel for the Seller (which opinion may be
from in-house counsel, outside counsel or a combination thereof), relating to
certain corporate and enforceability matters and reasonably satisfactory to the
Purchaser, its counsel and the Rating Agencies, dated the Closing Date and
addressed to the Purchaser, the Trustee, the Underwriters, the Initial
Purchasers and each of the Rating Agencies, together with such other written
opinions as may be required by the Rating Agencies; and
(g) Such further certificates, opinions and documents as the Purchaser
may reasonably request prior to the sale of the Mortgage Loans by the Seller to
the Purchaser.
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SECTION 7. Costs. The Seller shall pay (or shall reimburse the
Purchaser to the extent that the Purchaser has paid) the Seller's pro rata
portion of the aggregate of the following amounts (the Seller's pro rata portion
to be determined according to the percentage that the CGMRC Mortgage Loan
Balance represents as of the Cut-off Date Pool Balance, the exact amount of
which shall be as set forth in or determined pursuant to the memorandum of
understanding, to which the Seller and the Purchaser (or affiliates thereof) are
parties, with respect to the transactions contemplated by this Agreement): (i)
the costs and expenses of delivering the Pooling and Servicing Agreement and the
Certificates; (ii) the costs and expenses of printing (or otherwise reproducing)
and delivering a preliminary and final Prospectus and Memorandum relating to the
Certificates; (iii) the initial fees, costs, and expenses of the Trustee
(including reasonable attorneys' fees); (iv) the filing fee charged by the
Securities and Exchange Commission for registration of the Certificates so
registered; (v) the fees charged by the Rating Agencies to rate the Certificates
so rated; (vi) the fees and disbursements of a firm of certified public
accountants selected by the Purchaser and the Seller with respect to numerical
information in respect of the Mortgage Loans and the Certificates included in
the Prospectus, the Memorandum and any related Computational Materials or ABS
Term Sheets, including in respect of the cost of obtaining any "comfort letters"
with respect to such items; (vii) the reasonable out-of-pocket costs and
expenses in connection with the qualification or exemption of the Certificates
under state securities or "Blue Sky" laws, including filing fees and reasonable
fees and disbursements of counsel in connection therewith, in connection with
the preparation of any "Blue Sky" survey and in connection with any
determination of the eligibility of the Certificates for investment by
institutional investors and the preparation of any legal investment survey;
(viii) the expenses of printing any such "Blue Sky" survey and legal investment
survey; and (ix) the reasonable fees and disbursements of counsel to the
Underwriters and the Initial Purchasers. All other costs and expenses in
connection with the transactions contemplated hereunder shall be borne by the
party incurring such expense.
SECTION 8. Grant of a Security Interest. It is the express intent of
the parties hereto that the conveyance of the Mortgage Loans by the Seller to
the Purchaser as provided in Section 2 hereof be, and be construed as, a sale of
the Mortgage Loans by the Seller to the Purchaser and not as a pledge of the
Mortgage Loans by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, if, notwithstanding the aforementioned intent
of the parties, the Mortgage Loans are held to be property of the Seller, then,
(a) it is the express intent of the parties that such conveyance be deemed a
pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or
other obligation of the Seller, and (b) (i) this Agreement shall also be deemed
to be a security agreement within the meaning of Article 9 of the Uniform
Commercial Code of the applicable jurisdiction; (ii) the conveyance provided for
in Section 2 hereof shall be deemed to be a grant by the Seller to the Purchaser
of a security interest in all of the Seller's right, title and interest in and
to the Mortgage Loans, and all amounts payable to the holder of the Mortgage
Loans in accordance with the terms thereof, and all proceeds of the conversion,
voluntary or involuntary, of the foregoing into cash, instruments, securities or
other property, including, without limitation, all amounts, other than
investment earnings, from time to time held or invested in the Certificate
Account, the Distribution Account or, if established, the REO Account (each as
defined in the Pooling and Servicing Agreement) whether in the form of cash,
instruments, securities or other property; (iii) the assignment to the Trustee
of the interest of the Purchaser as contemplated by Section 1 hereof shall be
deemed to
13
be an assignment of any security interest created hereunder; (iv) the possession
by the Trustee or any of its agents, including, without limitation, the
Custodian, of the Mortgage Notes, and such other items of property as constitute
instruments, money, negotiable documents or chattel paper shall be deemed to be
possession by the secured party for purposes of perfecting the security interest
pursuant to Section 9-313 of the Uniform Commercial Code of the applicable
jurisdiction; and (v) notifications to persons (other than the Trustee) holding
such property, and acknowledgments, receipts or confirmations from persons
(other than the Trustee) holding such property, shall be deemed notifications
to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the secured party for the
purpose of perfecting such security interest under applicable law. The Seller
and the Purchaser shall, to the extent consistent with this Agreement, take such
actions as may be necessary to ensure that, if this Agreement were deemed to
create a security interest in the Mortgage Loans, such security interest would
be deemed to be a perfected security interest of first priority under applicable
law and will be maintained as such throughout the term of this Agreement and the
Pooling and Servicing Agreement, and in connection therewith the Seller
authorizes the Purchaser to file any and all appropriate Uniform Commercial Code
financing statements.
SECTION 9. Covenants of Purchaser. The Purchaser shall provide the
Seller with all forms of Disclosure Materials (including the final form of the
Memorandum and the preliminary and final forms of the Prospectus Supplement)
promptly upon any such document becoming available.
SECTION 10. Notices. All notices, copies, requests, consents, demands
and other communications required hereunder shall be in writing and telecopied
or delivered to the intended recipient at the "Address for Notices" specified
beneath its name on the signature pages hereof or, as to either party, at such
other address as shall be designated by such party in a notice hereunder to the
other party. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when transmitted by
telecopier or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as aforesaid.
SECTION 11. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser (and by the Purchaser to the Trustee).
SECTION 12. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any particular jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any particular jurisdiction shall not
14
invalidate or render unenforceable such provision in any other jurisdiction. To
the extent permitted by applicable law, the parties hereto waive any provision
of law which prohibits or renders void or unenforceable any provision hereof.
SECTION 13. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be an original, but which together shall
constitute one and the same agreement.
SECTION 14. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED IN
ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF NEW YORK. THE PARTIES HERETO
INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW SHALL APPLY TO THIS AGREEMENT.
SECTION 15. Attorneys' Fees. If any legal action, suit or proceeding
is commenced between the Seller and the Purchaser regarding their respective
rights and obligations under this Agreement, the prevailing party shall be
entitled to recover, in addition to damages or other relief, costs and expenses,
attorneys' fees and court costs (including, without limitation, expert witness
fees). As used herein, the term "prevailing party" shall mean the party which
obtains the principal relief it has sought, whether by compromise settlement or
judgment. If the party which commenced or instituted the action, suit or
proceeding shall dismiss or discontinue it without the concurrence of the other
party, such other party shall be deemed the prevailing party.
SECTION 16. Further Assurances. The Seller and the Purchaser agree to
execute and deliver such instruments and take such further actions as the other
party may, from time to time, reasonably request in order to effectuate the
purposes and to carry out the terms of this Agreement.
SECTION 17. Successors and Assigns. The rights and obligations of the
Seller under this Agreement shall not be assigned by the Seller without the
prior written consent of the Purchaser, except that any person into which the
Seller may be merged or consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Seller is a party, or any
person succeeding to all or substantially all of the business of the Seller,
shall be the successor to the Seller hereunder. The Purchaser has the right to
assign its interest under this Agreement, in whole or in part, as may be
required to effect the purposes of the Pooling and Servicing Agreement, and the
assignee shall, to the extent of such assignment, succeed to the rights and
obligations hereunder of the Purchaser. Subject to the foregoing, this Agreement
shall bind and inure to the benefit of and be enforceable by the Seller, the
Purchaser, the Underwriters and the Initial Purchasers (as intended third party
beneficiaries hereof) and their permitted successors and assigns. This Agreement
is enforceable by the Underwriters, the Initial Purchasers and the other third
party beneficiaries hereto in all respects to the same extent as if they had
been signatories hereof.
15
SECTION 18. Amendments. No term or provision of this Agreement may be
waived or modified unless such waiver or modification is in writing and signed
by a duly authorized officer of the party, or third party beneficiary, against
whom such waiver or modification is sought to be enforced. No amendment to the
Pooling and Servicing Agreement which relates to defined terms contained
therein, Section 2.01(d) thereof or the repurchase obligations or any other
obligations of the Seller shall be effective against the Seller (in such
capacity) unless the Seller shall have agreed to such amendment in writing.
SECTION 19. Accountants' Letters. The parties hereto shall cooperate
with Ernst & Young LLP in making available all information and taking all steps
reasonably necessary to permit such accountants to deliver the letters required
by the Underwriting Agreement.
SECTION 20. Knowledge. Whenever a representation or warranty or other
statement in this Agreement is made with respect to a Person's "knowledge," such
statement refers to such Person's employees or agents who were or are
responsible for or involved with the indicated matter and have actual knowledge
of the matter in question.
[SIGNATURES COMMENCE ON THE FOLLOWING PAGE]
16
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.
SELLER
CITIGROUP GLOBAL MARKETS REALTY
CORP.
By: /s/ Xxxxxx Xxxxx
---------------------------
Name: Xxxxxx X. Xxxxx
Title: Authorized Agent
Address for Notices:
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: 000-000-0000
Telephone No.: 000-000-0000
PURCHASER
CITIGROUP COMMERCIAL MORTGAGE
SECURITIES INC.
By: /s/ Xxxxxx Xxxxx
---------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
Address for Notices:
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: 000-000-0000
Telephone No.: 000-000-0000
MORTGAGE LOAN PURCHASE AGREEMENT
SCHEDULE I
GENERAL MORTGAGE REPRESENTATIONS AND WARRANTIES
1. The information pertaining to each Mortgage Loan set forth in the
Mortgage Loan Schedule was true and correct in all material respects as of
the Cut-off Date.
2. As of the date of its origination, such Mortgage Loan and the
interest (exclusive of any default interest, late charges or prepayment
premiums) contracted for thereunder, complied in all material respects
with, or was exempt from, all requirements of federal, state or local law
relating to the origination of such Mortgage Loan, including those
pertaining to usury.
3. Immediately prior to the sale, transfer and assignment to the
Purchaser, the Seller had good and marketable title to, and was the sole
owner of, each Mortgage Loan, and the Seller is transferring such Mortgage
Loan free and clear of any and all liens, pledges, charges or security
interests of any nature encumbering such Mortgage Loan. Upon consummation
of the transactions contemplated by the Mortgage Loan Purchase Agreement,
the Seller will have validly and effectively conveyed to the Purchaser all
legal and beneficial interest in and to such Mortgage Loan free and clear
of any pledge, lien or security interest.
4. The proceeds of such Mortgage Loan have been fully disbursed
(except if such Mortgage Loan is a Mortgage Loan as to which a portion of
the funds disbursed are being held in escrow or reserve accounts) and there
is no requirement for future advances thereunder by the Mortgagee.
5. Each related Mortgage Note, Mortgage, Assignment of Leases (if any)
and other agreement executed by the Mortgagor in connection with such
Mortgage Loan is a legal, valid and binding obligation of the related
Mortgagor (subject to any non-recourse provisions therein and any state
anti-deficiency or market value limit deficiency legislation), enforceable
in accordance with its terms, except (a) that certain provisions contained
in such Mortgage Loan documents are or may be unenforceable in whole or in
part under applicable state or federal laws, but neither the application of
any such laws to any such provision nor the inclusion of any such
provisions renders any of the Mortgage Loan documents invalid as a whole
and such Mortgage Loan documents taken as a whole are enforceable to the
extent necessary and customary for the practical realization of the rights
and benefits afforded thereby and (b) as such enforcement may be limited by
bankruptcy, insolvency, receivership, reorganization, moratorium,
redemption, liquidation or other laws affecting the enforcement of
creditors' rights generally, or by general principles of equity (regardless
of whether such enforcement is considered in a proceeding in equity or at
law). The related Mortgage Note and Mortgage contain no
I-1
provision limiting the right or ability of the Seller to assign, transfer
and convey the related Mortgage Loan to any other Person.
6. As of the date of its origination, there was no valid offset,
defense, counterclaim, abatement or right to rescission with respect to any
of the related Mortgage Notes, Mortgage(s) or other agreements executed in
connection therewith, and, as of the Cut-off Date, there is no valid
offset, defense, counterclaim or right to rescission with respect to such
Mortgage Note, Mortgage(s) or other agreements, except in each case, with
respect to the enforceability of any provisions requiring the payment of
default interest, late fees, additional interest, prepayment premiums or
yield maintenance charges.
7. Each related assignment of Mortgage and assignment of Assignment of
Leases from the Seller to the Trustee constitutes the legal, valid and
binding assignment from the Seller, except as such enforcement may be
limited by bankruptcy, insolvency, redemption, reorganization, liquidation,
receivership, moratorium or other laws relating to or affecting creditors'
rights generally or by general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law). Each
Mortgage and Assignment of Leases is freely assignable.
8. Each related Mortgage is a valid and enforceable first lien on the
related Mortgaged Property subject only to the exceptions set forth in
representation (5) above and the following title exceptions (each such
title exception, a "Title Exception", and collectively, the "Title
Exceptions"): (a) the lien of current real property taxes, ground rents,
water charges, sewer rents and assessments not yet due and payable, (b)
covenants, conditions and restrictions, rights of way, easements and other
matters of public record, none of which, individually or in the aggregate,
materially and adversely interferes with the current use of the Mortgaged
Property or the security intended to be provided by such Mortgage or with
the Mortgagor's ability to pay its obligations under the Mortgage Loan when
they become due or materially and adversely affects the value of the
Mortgaged Property, (c) the exceptions (general and specific) and
exclusions set forth in the applicable policy described in representation
(12) below or appearing of record, none of which, individually or in the
aggregate, materially interferes with the current use of the Mortgaged
Property or the security intended to be provided by such Mortgage or with
the Mortgagor's ability to pay its obligations under the Mortgage Loan when
they become due or materially and adversely affects the value of the
Mortgaged Property, (d) other matters to which like properties are commonly
subject, none of which, individually or in the aggregate, materially and
adversely interferes with the current use of the Mortgaged Property or the
security intended to be provided by such Mortgage or with the Mortgagor's
ability to pay its obligations under the Mortgage Loan when they become due
or materially and adversely affects the value of the Mortgaged Property,
(e) the right of tenants (whether under ground leases, space leases or
operating leases) at the Mortgaged Property to remain following a
foreclosure or similar proceeding (provided that such tenants are
performing under such leases) and (f) if such Mortgage Loan is
cross-collateralized with any other Mortgage Loan, the lien of the Mortgage
for such other Mortgage Loan, none of which, individually or in the
aggregate, materially and adversely interferes with the current use of the
Mortgaged Property or the security
I-2
intended to be provided by such Mortgage or with the Mortgagor's ability to
pay its obligations under the Mortgage Loan when they become due or
materially and adversely affects the value of the Mortgaged Property.
Except with respect to cross-collateralized and cross-defaulted Mortgage
Loans and Mortgage Loans that are part of a Loan Combination, there are no
mortgage loans that are senior or pari passu with respect to the related
Mortgaged Property or such Mortgage Loan.
9. UCC Financing Statements have been filed and/or recorded (or, if
not filed and/or recorded, have been submitted in proper form for filing
and recording) in all public places necessary at the time of the
origination of each Mortgage Loan to perfect a valid security interest in
all items of personal property reasonably necessary to operate the
Mortgaged Property owned by a Mortgagor and located on the related
Mortgaged Property (other than any personal property subject to a purchase
money security interest or a sale and leaseback financing arrangement
permitted under the terms of such Mortgage Loan or any other personal
property leases applicable to such personal property), to the extent
perfection may be effected pursuant to applicable law by recording or
filing, and the Mortgages, security agreements, chattel Mortgages or
equivalent documents related to and delivered in connection with the
related Mortgage Loan establish and create a valid and enforceable lien and
priority security interest on such items of personalty except as such
enforcement may be limited by bankruptcy, insolvency, receivership,
reorganization, moratorium, redemption, liquidation or other laws affecting
the enforcement of creditor's rights generally, or by general principles of
equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law). Notwithstanding any of the foregoing, no
representation is made as to the perfection of any security interest in
rents or other personal property to the extent that possession or control
of such items or actions other than the filing of UCC Financing Statements
are required in order to effect such perfection.
10. All real estate taxes and governmental assessments, or
installments thereof, which would be a lien on the Mortgaged Property and
that prior to the Cut-off Date have become delinquent in respect of each
related Mortgaged Property have been paid, or an escrow of funds in an
amount sufficient to cover such payments has been established. For purposes
of this representation and warranty, real estate taxes and governmental
assessments and installments thereof shall not be considered delinquent
until the earlier of (a) the date on which interest and/or penalties would
first be payable thereon and (b) the date on which enforcement action is
entitled to be taken by the related taxing authority.
11. To the Seller's actual knowledge as of the Cut-off Date, and to
the Seller's actual knowledge based solely upon due diligence customarily
performed with the origination of comparable mortgage loans by the Seller,
each related Mortgaged Property was free and clear of any material damage
(other than deferred maintenance for which escrows were established at
origination) that would materially and adversely affect the value of such
Mortgaged Property as security for the Mortgage Loan and to the Seller's
actual knowledge as of the Cut-off Date there was no proceeding pending for
the total or partial condemnation of such Mortgaged Property.
I-3
12. The lien of each related Mortgage as a first priority lien in the
original principal amount of such Mortgage Loan (and, in the case of a
Mortgage Loan that is part of a Loan Combination, in the original
(aggregate, if applicable) principal amount of the other mortgage loan(s)
constituting the related Loan Combination) after all advances of principal
(as set forth on the Mortgage Loan Schedule) is insured by an ALTA lender's
title insurance policy (or a binding commitment therefor), or its
equivalent as adopted in the applicable jurisdiction, insuring the Seller,
its successors and assigns, subject only to the Title Exceptions; the
Seller or its successors or assigns is the named insured of such policy;
such policy is assignable without consent of the insurer and will inure to
the benefit of the Trustee as mortgagee of record; such policy is in full
force and effect upon the consummation of the transactions contemplated by
this Agreement; all premiums thereon have been paid; no material claims
have been made under such policy and the Seller has not done anything, by
act or omission, and the Seller has no actual knowledge of any matter,
which would impair or diminish the coverage of such policy. The insurer
issuing such policy is either (x) a nationally recognized title insurance
company or (y) qualified to do business in the jurisdiction in which the
related Mortgaged Property is located to the extent required; such policy
contains no material exclusions for, or affirmatively insures (except for
any Mortgaged Property located in a jurisdiction where such insurance is
not available) (a) access to a public road or (b) against any loss due to
encroachments of any material portion of the improvements thereon.
13. As of the date of its origination, all insurance coverage required
under each related Mortgage was in full force and effect with respect to
each related Mortgaged Property, which insurance covered such risks as were
customarily acceptable to prudent commercial and multifamily mortgage
lending institutions lending on the security of property comparable to the
related Mortgaged Property in the jurisdiction in which such Mortgaged
Property is located, and with respect to a fire and extended perils
insurance policy, was in an amount (subject to a customary deductible) at
least equal to the lesser of (i) the replacement cost of improvements
located on such Mortgaged Property, or (ii) the original principal balance
of the Mortgage Loan (and, in the case of a Mortgage Loan that is part of a
Loan Combination, in the original (aggregate, if applicable) principal
amount of the other mortgage loan(s) constituting the related Loan
Combination), and in any event, in an amount necessary to prevent operation
of any co-insurance provisions, and, except if such Mortgaged Property is
operated as a mobile home park, such Mortgaged Property is also covered by
business interruption or rental loss insurance, in an amount at least equal
to 12 months of operations of the related Mortgaged Property (or in the
case of a Mortgaged Property without any elevator, 6 months); and as of the
Cut-off Date, to the actual knowledge of the Seller, all insurance coverage
required under each Mortgage, which insurance covers such risks and is in
such amounts as are customarily acceptable to prudent commercial and
multifamily mortgage lending institutions lending on the security of
property comparable to the related Mortgaged Property in the jurisdiction
in which such Mortgaged Property is located, is in full force and effect
with respect to each related Mortgaged Property; and all premiums due and
payable through the Closing Date have been paid; and no notice of
termination or cancellation with respect to any such insurance policy has
been received by the Seller. Except for certain amounts not greater than
amounts which would be considered prudent by a commercial and multifamily
mortgage lending institution with respect to a similar mortgage loan and
which are set
I-4
forth in the related Mortgage, any insurance proceeds in respect of a
casualty loss are required to be applied either (i) to the repair or
restoration of all or part of the related Mortgaged Property or (ii) to the
reduction of the outstanding principal balance of the Mortgage Loan,
subject in either case to requirements with respect to leases at the
related Mortgaged Property and to other exceptions customarily provided for
by prudent commercial and multifamily mortgage lending institutions for
similar loans. The Mortgaged Property is also covered by comprehensive
general liability insurance against claims for personal and bodily injury,
death or property damage occurring on, in or about the related Mortgaged
Property, in an amount customarily required by prudent commercial and
multifamily mortgage lending institutions.
The insurance policies contain a standard mortgagee clause naming the
holder of the related Mortgage, its successors and assigns as loss payee,
in the case of a property insurance policy, and additional insured in the
case of a liability insurance policy, and provide that they are not
terminable without 30 days prior written notice to the Mortgagee (or, with
respect to non-payment, 10 days prior written notice to the Mortgagee) or
such lesser period as prescribed by applicable law. Each Mortgage requires
that the Mortgagor maintain insurance as described above or permits the
Mortgagee to require insurance as described above, and permits the
Mortgagee to purchase such insurance at the Mortgagor's expense if
Mortgagor fails to do so.
14. Other than payments due but not yet 30 days or more delinquent, to
the Seller's actual knowledge, based upon due diligence customarily
performed with the servicing of comparable mortgage loans by prudent
commercial and multifamily mortgage lending institutions, there is no
material default, breach, violation or event of acceleration existing under
the related Mortgage or the related Mortgage Note, and to the Seller's
actual knowledge no event (other than payments due but not yet delinquent)
which, with the passage of time or with notice and the expiration of any
grace or cure period, would constitute a material default, breach,
violation or event of acceleration; provided, however, that this
representation and warranty does not address or otherwise cover any
default, breach, violation or event of acceleration that specifically
pertains to any matter otherwise covered by any other representation and
warranty made by the Seller in any paragraph of this Schedule I or in any
paragraph of Schedule II; and the Seller has not waived any material
default, breach, violation or event of acceleration under such Mortgage or
Mortgage Note, except for a written waiver contained in the related
Mortgage File being delivered to the Purchaser, and pursuant to the terms
of the related Mortgage or the related Mortgage Note and other documents in
the related Mortgage File no Person or party other than the holder of such
Mortgage Note may declare any event of default or accelerate the related
indebtedness under either of such Mortgage or Mortgage Note.
15. As of the Closing Date, each Mortgage Loan is not, and in the
prior 12 months (or since the date of origination if such Mortgage Loan has
been originated within the past 12 months), has not been, 30 days or more
past due in respect of any Scheduled Payment.
I-5
16. Except with respect to ARD Loans, which provide that the rate at
which interest accrues thereon increases after the Anticipated Repayment
Date, the Mortgage Rate (exclusive of any default interest, late charges or
prepayment premiums) of such Mortgage Loan is a fixed rate.
17. Each related Mortgage does not provide for or permit, without the
prior written consent of the holder of the Mortgage Note, each related
Mortgaged Property to secure any other promissory note or obligation except
as expressly described in such Mortgage or other Mortgage Loan document.
18. Each Mortgage Loan is directly secured by a Mortgage on a
commercial property or a multifamily residential property, and either (a)
substantially all of the proceeds of such Mortgage Loan were used to
acquire, improve or protect the portion of such commercial or multifamily
residential property that consists of an interest in real property (within
the meaning of Treasury Regulations Sections 1.856-3(c) and 1.856-3(d)) and
such interest in real property was the only security for such Mortgage Loan
as of the Testing Date (as defined below), or (b) the fair market value of
the interest in real property which secures such Mortgage Loan was at least
equal to 80% of the principal amount of such Mortgage Loan (i) as of the
Testing Date, or (ii) as of the Closing Date. For purposes of the previous
sentence, (A) the fair market value of the referenced interest in real
property shall first be reduced by (1) the amount of any lien on such
interest in real property that is senior to such Mortgage Loan, and (2) a
proportionate amount of any lien on such interest in real property that is
on a parity with the Mortgage Loan, and (B) the "Testing Date" shall be the
date on which the referenced Mortgage Loan was originated unless (1) such
Mortgage Loan was modified after the date of its origination in a manner
that would cause a "significant modification" of such Mortgage Loan within
the meaning of Treasury Regulations Section 1.1001-3(b), and (2) such
"significant modification" did not occur at a time when such Mortgage Loan
was in default or when default with respect to such Mortgage Loan was
reasonably foreseeable. However, if the referenced Mortgage Loan has been
subjected to a "significant modification" after the date of its origination
and at a time when such Mortgage Loan was not in default or when default
with respect to such Mortgage Loan was not reasonably foreseeable, the
Testing Date shall be the date upon which the latest such "significant
modification" occurred.
19. One or more environmental site assessments, updates or transaction
screens thereof were performed by an environmental consulting firm
independent of the Seller and the Seller's affiliates with respect to each
related Mortgaged Property during the 18-months preceding the origination
of the related Mortgage Loan, and the Seller, having made no independent
inquiry other than to review the report(s) prepared in connection with the
assessment(s), updates or transaction screens referenced herein, has no
actual knowledge and has received no notice of any material and adverse
environmental condition or circumstance affecting such Mortgaged Property
that was not disclosed in such report(s). If any such environmental report
identified any Recognized Environmental Condition (REC), as that term is
defined in the Standard Practice for Environmental Site Assessments: Phase
I Environmental Site Assessment Process Designation: E 1527-00, as
recommended by the American Society for Testing and Materials (ASTM), with
respect to the related Mortgaged Property and the same have not
I-6
been subsequently addressed in all material respects, then either (i) an
escrow greater than 100% of the amount identified as necessary by the
environmental consulting firm to address the REC is held by the Seller for
purposes of effecting same (and the related Mortgagor has covenanted in the
Mortgage Loan documents to perform such work), (ii) the related Mortgagor
or other responsible party having financial resources reasonably estimated
to be adequate to address the REC is required to take such actions or is
liable for the failure to take such actions, if any, with respect to such
circumstances or conditions as have been required by the applicable
governmental regulatory authority or any environmental law or regulation,
(iii) the related Mortgagor has provided a secured creditor environmental
insurance policy (in which case such Mortgage Loan is identified on Annex A
to this Schedule I), (iv) an operations and maintenance plan has been or
will be implemented or (v) such conditions or circumstances were
investigated further and based upon such additional investigation, a
qualified environmental consultant recommended no further investigation or
remediation. All environmental assessments or updates that were in the
possession of the Seller and that relate to a Mortgaged Property insured by
an environmental insurance policy have been delivered to or disclosed to
the environmental insurance carrier issuing such policy prior to the
issuance of such policy.
20. Each related Mortgage and Assignment of Leases, together with
applicable state law, contains customary and enforceable provisions for
comparable mortgaged properties similarly situated such as to render the
rights and remedies of the holder thereof adequate for the practical
realization against the Mortgaged Property of the benefits of the security,
including realization by judicial or, if applicable, non-judicial
foreclosure, subject to the effects of bankruptcy, insolvency,
reorganization, receivership, moratorium, redemption, liquidation or
similar laws affecting the rights of creditors and the application of
principles of equity.
21. At the time of origination and, to the actual knowledge of Seller
as of the Cut-off Date, no Mortgagor is a debtor in, and no Mortgaged
Property is the subject of, any state or federal bankruptcy or insolvency
proceeding.
22. Except with respect to any Mortgage Loan that is part of a Loan
Combination, each Mortgage Loan is a whole loan and contains no equity
participation by the Seller or shared appreciation feature and does not
provide for any contingent or additional interest in the form of
participation in the cash flow of the related Mortgaged Property or, other
than the ARD Loans, provide for negative amortization. The Seller holds no
preferred equity interest in the related Mortgagor.
23. Subject to certain exceptions, which are customarily acceptable to
prudent commercial and multifamily mortgage lending institutions lending on
the security of property comparable to the related Mortgaged Property, each
related Mortgage or loan agreement contains provisions for the acceleration
of the payment of the unpaid principal balance of such Mortgage Loan if,
without complying with the requirements of the Mortgage or loan agreement,
(a) the related Mortgaged Property, or any controlling interest in the
related Mortgagor, is directly transferred or sold (other than by reason of
family and estate planning transfers, transfers by devise, descent or
operation of law upon the death or incapacity of a member, general partner
or shareholder of the related
I-7
Mortgagor, transfers of less than a controlling interest in a mortgagor,
issuance of non-controlling new equity interests, transfers among existing
members, partners or shareholders in the Mortgagor or an affiliate thereof,
transfers among affiliated Mortgagors with respect to cross-collateralized
and cross-defaulted Mortgage Loans or multi-property Mortgage Loans or
transfers of a similar nature to the foregoing meeting the requirements of
the Mortgage Loan, such as pledges of ownership interest that do not result
in a change of control) or a substitution or release of collateral is
effected other than in the circumstances specified in representation (26)
below, or (b) the related Mortgaged Property is encumbered in connection
with subordinate financing by a lien or security interest against the
related Mortgaged Property, other than any existing permitted additional
debt.
24. Except as set forth in the related Mortgage File, the terms of the
related Mortgage Note and Mortgage(s) have not been waived, modified,
altered, satisfied, impaired, canceled, subordinated or rescinded in any
manner which materially interferes with the security intended to be
provided by such Mortgage.
25. Each related Mortgaged Property was inspected by or on behalf of
the related originator or an affiliate during the 12-month period prior to
the related origination date.
26. Since origination, no material portion of the related Mortgaged
Property has been released from the lien of the related Mortgage in any
manner which materially and adversely affects the value of the Mortgage
Loan or materially interferes with the security intended to be provided by
such Mortgage, and, except with respect to Mortgage Loans (a) which permit
defeasance by means of substituting for the Mortgaged Property (or, in the
case of a Mortgage Loan secured by multiple Mortgaged Properties, one or
more of such Mortgaged Properties) "government securities" within the
meaning of Treasury Regulation Section 1.860G-2(a)(8)(i) sufficient to pay
the Mortgage Loans (or portions thereof) in accordance with their terms,
(b) where a release of the portion of the Mortgaged Property was
contemplated at origination and such portion was not considered material
for purposes of underwriting the Mortgage Loan, (c) where release is
conditional upon the satisfaction of certain underwriting and legal
requirements and the payment of a release price that represents adequate
consideration for such Mortgaged Property or the portion thereof that is
being released, (d) which permit the related Mortgagor to substitute a
replacement property in compliance with REMIC Provisions or (e) which
permit the release(s) of unimproved out-parcels or other portions of the
Mortgaged Property that will not have a material adverse affect on the
underwritten value of the security for the Mortgage Loan or that were not
allocated any value in the underwriting during the origination of the
Mortgage Loan, the terms of the related Mortgage do not provide for release
of any portion of the Mortgaged Property from the lien of the Mortgage
except in consideration of payment in full therefor.
27. To the Seller's actual knowledge, based upon a letter from
governmental authorities, a legal opinion, an endorsement to the related
title policy, an architect's letter or zoning consultant's report or based
upon other due diligence considered reasonable by prudent commercial and
multifamily mortgage lending institutions in the area where the
I-8
applicable Mortgaged Property is located, as of the date of origination of
such Mortgage Loan and as of the Cut-off Date, there are no material
violations of any applicable zoning ordinances, building codes and land
laws applicable to the Mortgaged Property or the use and occupancy thereof
which (a) are not insured by an ALTA lender's title insurance policy (or a
binding commitment therefor), or its equivalent as adopted in the
applicable jurisdiction, or a law and ordinance insurance policy or (b)
would have a material adverse effect on the value, operation or net
operating income of the Mortgaged Property.
28. To the Seller's actual knowledge based on surveys and/or the title
policy referred to herein obtained in connection with the origination of
each Mortgage Loan, none of the material improvements which were included
for the purposes of determining the appraised value of the related
Mortgaged Property at the time of the origination of the Mortgage Loan lies
outside of the boundaries and building restriction lines of such property
(except Mortgaged Properties which are legal non-conforming uses), to an
extent which would have a material adverse affect on the value of the
Mortgaged Property or related Mortgagor's use and operation of such
Mortgaged Property (unless affirmatively covered by title insurance) and no
improvements on adjoining properties encroached upon such Mortgaged
Property to any material and adverse extent (unless affirmatively covered
by title insurance).
29. With respect to at least 95% of the Seller's Mortgage Loans (by
principal balance) having a Cut-off Date Balance in excess of 1% of the
Initial Pool Balance, the related Mortgagor has covenanted in its
organizational documents and/or the Mortgage Loan documents to own no
significant asset other than the related Mortgaged Property or Mortgaged
Properties, as applicable, and assets incidental to its ownership and
operation of such Mortgaged Property, and to hold itself out as being a
legal entity, separate and apart from any other Person.
30. No advance of funds has been made other than pursuant to the loan
documents, directly or indirectly, by the Seller to the Mortgagor and, to
the Seller's actual knowledge, no funds have been received from any Person
other than the Mortgagor, for or on account of payments due on the Mortgage
Note or the Mortgage.
31. As of the date of origination and, to the Seller's actual
knowledge, as of the Cut-off Date, there was no pending action, suit or
proceeding, or governmental investigation of which it has received notice,
against the Mortgagor or the related Mortgaged Property the adverse outcome
of which could reasonably be expected to materially and adversely affect
such Mortgagor's ability to pay principal, interest or any other amounts
due under such Mortgage Loan or the security intended to be provided by the
Mortgage Loan documents or the current use of the Mortgaged Property.
32. As of the date of origination, and, to the Seller's actual
knowledge, as of the Cut-off Date, if the related Mortgage is a deed of
trust, a trustee, duly qualified under applicable law to serve as such, has
either been properly designated and serving under such Mortgage or may be
substituted in accordance with the Mortgage and applicable law.
I-9
33. Except with respect to any Mortgage Loan that is part of a Loan
Combination, the related Mortgage Note is not secured by any collateral
that secures a mortgage loan that is not in the Trust Fund and each
Mortgage Loan that is cross-collateralized is cross-collateralized only
with other Mortgage Loans sold pursuant to this Agreement.
34. The improvements located on the Mortgaged Property are either not
located in a federally designated special flood hazard area or the
Mortgagor is required to maintain or the mortgagee maintains, flood
insurance with respect to such improvements and such insurance policy is in
full force and effect.
35. All escrow deposits and payments required pursuant to the Mortgage
Loan as of the Closing Date required to be deposited with the Seller in
accordance with the Mortgage Loan documents have been so deposited, and to
the extent not disbursed or otherwise released in accordance with the
related Mortgage Loan documents, are in the possession, or under the
control, of the Seller or its agent and there are no deficiencies in
connection therewith.
36. To the Seller's actual knowledge, based on the due diligence
customarily performed in the origination of comparable mortgage loans by
prudent commercial and multifamily mortgage lending institutions with
respect to the related geographic area and properties comparable to the
related Mortgaged Property, as of the date of origination of the Mortgage
Loan, the related Mortgagor was in possession of all material licenses,
permits and authorizations then required for use of the related Mortgaged
Property, and, as of the Cut-off Date, the Seller has no actual knowledge
that the related Mortgagor was not in possession of such licenses, permits
and authorizations.
37. The origination (or acquisition, as the case may be) practices
used by the Seller or its affiliates with respect to the Mortgage Loan have
been in all material respects legal and the servicing and collection
practices used by the Seller or its affiliates with respect to the Mortgage
Loan have met customary industry standards for servicing of commercial
mortgage loans for conduit loan programs.
38. Except for any Mortgage Loan secured by a Mortgagor's leasehold
interest in the related Mortgaged Property, the related Mortgagor (or its
affiliate) has title in the fee simple interest in each related Mortgaged
Property.
39. The Mortgage Loan documents for each Mortgage Loan provide that
each Mortgage Loan is non-recourse to the related Mortgagor except that the
related Mortgagor accepts responsibility for fraud and/or other intentional
material misrepresentation. The Mortgage Loan documents for each Mortgage
Loan provide that the related Mortgagor shall be liable to the lender for
losses incurred due to the misapplication or misappropriation of rents
collected in advance or received by the related Mortgagor after the
occurrence of an event of default and not paid to the Mortgagee or applied
to the Mortgaged Property in the ordinary course of business,
misapplication or conversion by the Mortgagor of insurance proceeds or
condemnation
I-10
awards or breach of the environmental covenants in the related Mortgage
Loan documents.
40. Subject to the exceptions set forth in representation (5), the
Assignment of Leases set forth in the Mortgage or separate from the related
Mortgage and related to and delivered in connection with each Mortgage Loan
establishes and creates a valid, subsisting and enforceable lien and
security interest in the related Mortgagor's interest in all leases,
subleases, licenses or other agreements pursuant to which any Person is
entitled to occupy, use or possess all or any portion of the real property.
41. With respect to such Mortgage Loan, any prepayment premium
constitutes a "customary prepayment penalty" within the meaning of Treasury
Regulations Section 1.860G-1(b)(2).
42. If such Mortgage Loan contains a provision for any defeasance of
mortgage collateral, such Mortgage Loan permits defeasance (a) no earlier
than two years after the Closing Date, and (b) only with substitute
collateral constituting "government securities" within the meaning of
Treasury Regulations Section 1.860G-2(a)(8)(i) in an amount sufficient to
make all scheduled payments under the Mortgage Note. In addition, if such
Mortgage contains such a defeasance provision, it provides (or otherwise
contains provisions pursuant to which the holder can require) that an
opinion be provided to the effect that such holder has a first priority
perfected security interest in the defeasance collateral. The related
Mortgage Loan documents permit the lender to charge all of its expenses
associated with a defeasance to the Mortgagor (including rating agencies'
fees, accounting fees and attorneys' fees), and provide that the related
Mortgagor must deliver (or otherwise, the Mortgage Loan documents contain
certain provisions pursuant to which the lender can require) (i) an
accountant's certification as to the adequacy of the defeasance collateral
to make payments under the related Mortgage Loan for the remainder of its
term, (ii) an Opinion of Counsel that the defeasance complies with all
applicable REMIC Provisions, and (iii) assurances from the Rating Agencies
that the defeasance will not result in the withdrawal, downgrade or
qualification of the ratings assigned to the Certificates. Notwithstanding
the foregoing, some of the Mortgage Loan documents may not affirmatively
contain all such requirements, but such requirements are effectively
present in such documents due to the general obligation to comply with the
REMIC Provisions and/or deliver a REMIC Opinion of Counsel.
43. To the extent required under applicable law as of the date of
origination, and necessary for the enforceability or collectability of the
Mortgage Loan, the originator of such Mortgage Loan was authorized to do
business in the jurisdiction in which the related Mortgaged Property is
located at all times when it originated and held the Mortgage Loan.
44. Neither the Seller nor any affiliate thereof has any obligation to
make any capital contributions to the Mortgagor under the Mortgage Loan.
45. Except with respect to any Mortgage Loan that is part of a Loan
Combination, none of the Mortgaged Properties are encumbered, and none of
the
I-11
Mortgage Loan documents permit the related Mortgaged Property to be
encumbered subsequent to the Closing Date without the prior written consent
of the holder thereof, by any lien securing the payment of money junior to
or of equal priority with, or superior to, the lien of the related Mortgage
(other than Title Exceptions, taxes, assessments and contested mechanics
and materialmen's liens that become payable after the after the Cut-off
Date of the related Mortgage Loan).
I-12
ANNEX A (TO SCHEDULE I)
Mortgage Loans as to Which the Related Mortgagor Obtained a Secured Creditor
Environmental Insurance Policy.
Loan Number Loan/Property Name
----------- ------------------
000 Xxxx-Xxxxxx Xxxx
222 Edgewood at the Gables
000 Xxxxxxxxx Xxxxxxx I
I-13
SCHEDULE II
GROUND LEASE REPRESENTATIONS AND WARRANTIES
With respect to each Mortgage Loan secured by a leasehold interest
(except with respect to any Mortgage Loan also secured by a fee interest in the
related Mortgaged Property), the Seller represents and warrants the following
with respect to the related Ground Lease:
1. Such Ground Lease or a memorandum thereof has been or will be duly
recorded no later than 30 days after the Closing Date and such Ground Lease
permits the interest of the lessee thereunder to be encumbered by the
related Mortgage or, if consent of the lessor thereunder is required, it
has been obtained prior to the Closing Date.
2. Upon the foreclosure of the Mortgage Loan (or acceptance of a deed
in lieu thereof), the Mortgagor's interest in such ground lease is
assignable to the mortgagee under the leasehold estate and its assigns
without the consent of the lessor thereunder (or, if any such consent is
required, it has been obtained prior to the Closing Date).
3. Such Ground Lease may not be amended, modified, canceled or
terminated without the prior written consent of the mortgagee and any such
action without such consent is not binding on the mortgagee, its successors
or assigns, except termination or cancellation if (a) an event of default
occurs under the Ground Lease, (b) notice thereof is provided to the
mortgagee and (c) such default is curable by the mortgagee as provided in
the Ground Lease but remains uncured beyond the applicable cure period.
4. To the actual knowledge of the Seller, at the Closing Date, such
Ground Lease is in full force and effect and other than payments due but
not yet 30 days or more delinquent, (a) there is no material default, and
(b) there is no event which, with the passage of time or with notice and
the expiration of any grace or cure period, would constitute a material
default under such Ground Lease.
5. The ground lease or ancillary agreement between the lessor and the
lessee requires the lessor to give notice of any default by the lessee to
the mortgagee. The ground lease or ancillary agreement further provides
that no notice of default given is effective against the mortgagee unless a
copy has been given to the mortgagee in a manner described in the ground
lease or ancillary agreement.
6. The ground lease (a) is not subject to any liens or encumbrances
superior to, or of equal priority with, the Mortgage, subject, however, to
only the Title Exceptions or (b) is subject to a subordination,
non-disturbance and attornment agreement to which the mortgagee on the
lessor's fee interest in the Mortgaged Property is subject.
7. A mortgagee is permitted a reasonable opportunity (including, where
necessary, sufficient time to gain possession of the interest of the lessee
under the ground
II-1
lease) to cure any curable default under such Ground Lease before the
lessor thereunder may terminate such Ground Lease.
8. Such Ground Lease has an original term (together with any extension
options, whether or not currently exercised, set forth therein all of which
can be exercised by the mortgagee if the mortgagee acquires the lessee's
rights under the Ground Lease) that extends not less than 20 years beyond
the Stated Maturity Date.
9. Under the terms of such Ground Lease, any estoppel or consent
letter received by the mortgagee from the lessor, and the related Mortgage,
taken together, any related insurance proceeds or condemnation award (other
than in respect of a total or substantially total loss or taking) will be
applied either to the repair or restoration of all or part of the related
Mortgaged Property, with the mortgagee or a trustee appointed or approved
by it having the right to hold and disburse such proceeds as repair or
restoration progresses, or to the payment or defeasance of the outstanding
principal balance of the Mortgage Loan, together with any accrued interest
(except in cases where a different allocation would not be viewed as
commercially unreasonable by any commercial mortgage lender, taking into
account the relative duration of the ground lease and the related Mortgage
and the ratio of the market value of the related Mortgaged Property to the
outstanding principal balance of such Mortgage Loan).
10. The ground lease does not impose any restrictions on subletting
that would be viewed as commercially unreasonable by a prudent commercial
and multifamily mortgage lending institution.
11. The ground lessor under such Ground Lease is required to enter
into a new lease upon termination of the Ground Lease for any reason,
including the rejection of the Ground Lease in bankruptcy.
II-2
SCHEDULE III
EXCEPTIONS TO GENERAL MORTGAGE REPRESENTATIONS AND
WARRANTIES (SET FORTH IN SCHEDULE I)
Representation #8
--------------------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
--------------------------------------------------------------------------------
Sprout's Farmers Market With respect to the loans listed to the
Fortunoff-Southampton left, certain tenants or others have a
right of first refusal to purchase the
related Mortgaged Property (or a portion
thereof) in the event the related
Mortgagor elects to sell the related
Mortgaged Property. While such right of
first refusal would not apply to a
foreclosure acquisition of the Mortgaged
Property by the mortgage lender, such
right of first refusal would apply to
subsequent sales of the Mortgaged
Property.
--------------------------------------------------------------------------------
Representation #11
--------------------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
--------------------------------------------------------------------------------
Springhill Business Center With respect to the loan listed to the
left, the local county is planning on
condemning approximately 4,500 square feet
of parking area of the Mortgaged Property
in order to widen an existing roadway. The
Mortgaged Borrower is to receive
approximately $580,000 in exchange for
such condemnation and the applicable
Property Zoning Report shows that the
Mortgaged Property will retain its legal
conforming status despite the loss of the
parking area.
--------------------------------------------------------------------------------
Representation #19
--------------------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
--------------------------------------------------------------------------------
DNP Electronics With respect to the loan listed to the
left, an environmental site assessment was
obtained May 5, 2004.
--------------------------------------------------------------------------------
Representation #23
III-1
--------------------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
--------------------------------------------------------------------------------
Chico Mall With respect to the loans listed to the
Maine Mall left, the related loan documents permit
Fairfax Corner Mall the Mortgagor to obtain the release of one
or more parcels or outlots proposed to be
transferred to a third party in connection
with the expansion or other development of
the related Mortgaged Property upon
satisfaction of certain conditions,
including among others, that (i) no
default or event of default have occurred
and be continuing under the Mortgage Loan,
(ii) the parcel is vacant, non-income
producing and unimproved and (iii) the
value of the release parcel is less than
5% of the total land value of the
Mortgaged Property or the rating agencies
confirm that the release will not result
in a downgrade, withdrawal or
qualification of the then-current ratings
assigned to the certificates.
--------------------------------------------------------------------------------
One Financial With respect to the loan listed to the
left, the loan documents permit the
Mortgagor to transfer tenant-in-common
ownership interests in the Mortgaged
Property to up to thirty tenants-in-common
after August 11, 2006 and before August
11, 2013, but the sponsor or designated
persons affiliated with the sponsor is
required to maintain a 25% interest in the
Mortgaged Property.
--------------------------------------------------------------------------------
River Marketplace With respect to the loans listed to the
University Place left, any current Mortgagor to the related
loan may transfer its tenant in common
interest in the applicable Mortgaged
Property to any other Mortgagor without
Lender's consent, but with prior written
notice to Lender, provided that at
Lender's request each related Mortgagor
shall (a) enter into such reasonable
documents as Lender may require whereby
each Mortgagor reaffirms their obligations
under the related Loan Documents, and (b)
provide a date down endorsement to
Lender's loan policy of title insurance
reflecting such transfer and the
continuing first priority lien of the
Mortgage notwithstanding such transfer
(applicable Mortgagor shall pay or
reimburse Lender on demand for all
reasonable expenses (including, without
limitation, reasonable attorneys' fees and
disbursements, title search costs and
title insurance endorsement premiums)
incurred by Lender in connection with the
foregoing), and (ii) transfers of publicly
traded shares of the applicable sponsor
(or shares of the applicable sponsor
traded in a private offering, provided
such private offering does not result in a
change in control of the applicable
sponsor) shall be permitted without
Lender's consent
--------------------------------------------------------------------------------
Representation #26
III-2
--------------------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
--------------------------------------------------------------------------------
Chico Mall The related loan documents permit the
Maine Mall Mortgagor to obtain the release of one or
Fairfax Corner Mall more parcels or outlots proposed to be
transferred to a third party in connection
with the expansion or other development of
the related Mortgaged Property upon
satisfaction of certain conditions,
including among others, that (i) no
default or event of default have occurred
and be continuing under the Mortgage Loan,
(ii) the parcel is vacant, non-income
producing and unimproved and (iii) the
value of the release parcel is less than
5% of the total land value of the
Mortgaged Property or the rating agencies
confirm that the release will not result
in a downgrade, withdrawal or
qualification of the then-current ratings
assigned to the certificates.
--------------------------------------------------------------------------------
Xxxxxxxx Medical Office With respect to the loans listed to the
TPMC left, the related Mortgage Loan Documents
permit the partial release of a portion of
the related Mortgaged Property which was
not allocated any value in the
underwriting during the origination of the
respective loans, provided that certain
conditions precedent set forth in the
related Mortgage Loan Documents are
satisfied.
--------------------------------------------------------------------------------
Representation #29
--------------------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
--------------------------------------------------------------------------------
Gwynedd Corporate Center With respect to the loans listed to the
1180 left, the related Mortgagor is not a
CVS@Flowood special purpose entity.
000 Xxxxx Xxxxxx
--------------------------------------------------------------------------------
Representation #31
--------------------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
--------------------------------------------------------------------------------
Fountainhead Park I & II With respect to the loan listed to the
left, the Securities and Exchange
Commission (SEC) has opened an
investigation concerning a sponsor of the
Mortgagor, Triple Net Properties
(Sponsor), with respect to certain of the
Sponsor's activities relating to
disclosures contained in securities
offerings in which the Sponsor was a part.
--------------------------------------------------------------------------------
Representation #39
III-3
--------------------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
--------------------------------------------------------------------------------
Corners at the Mall With respect to the loan listed to the
left, the Mortgagor holds title as an
estate for years. The holder of the
remainder interest joined the mortgage
acknowledging and agreeing that such
remainder interest gets extinguished upon
foreclosure by the Lender.
--------------------------------------------------------------------------------
Representation 43
--------------------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
--------------------------------------------------------------------------------
Fairfax Corner Mall With respect to the loan listed to the
left, the loan documents also permit, as
defeasance collateral, any collateral
which complies with REMIC and with respect
to which a rating agency confirmation has
been obtained.
--------------------------------------------------------------------------------
Representation 46
--------------------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
--------------------------------------------------------------------------------
Gateway Center The Ground Lease provides that as security
for the performance of its obligations
under the Ground Lease, the Mortgagor has
collaterally assigned to the landlord all
of the Mortgagor's right, title and
interest in each contract, agreement,
approval, license, permit and the like
with respect to the Mortgaged Property,
together with all intangible personal
property (collectively, the "Contractual
Obligations"). The Contractual Obligations
are also security for the loan under the
terms and the mortgage and constitute part
of the Mortgaged Property. The collateral
assignment is subject to the rights of a
so called "Senior Recognized Leasehold
Mortgagee" (which would include Lender and
its successors and assigns) under its
mortgage document.
--------------------------------------------------------------------------------
III-4
EXCEPTIONS TO GROUND LEASE REPRESENTATIONS AND WARRANTIES
(SET FORTH IN SCHEDULE II)
Representation #3
--------------------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
--------------------------------------------------------------------------------
Fairfax Corner Mall With respect to the loan listed to the
left, the lease provides that landlord
must give notices of termination,
cancellation, surrender and modifications
of the applicable lease (if the same
reduces the term of the applicable lease
or increases Mortgagor's financial
obligations thereunder). Mortgagor and
Lender agree in the loan documents that
Mortgagor may not amend or modify (in any
material respect), cancel or terminate the
lease without Lender's prior consent.
--------------------------------------------------------------------------------
Representation #9
III-5
--------------------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
--------------------------------------------------------------------------------
Gateway Center With respect to the loan listed to the
left, which is secured by the Mortgagor's
leasehold interest in a ground lease, the
Ground Lease provides that in the event a
casualty renders 25% or more of the
replacement costs of the improvements on
the Mortgaged Property untenantable, then
the Mortgagor may elect (in lieu of
rebuilding and repairing the improvements)
to terminate the Ground Lease, which
termination would only be effective after
paying to the landlord a payment out of
the insurance proceeds equal to the
greater of (i) 15% of the then-full
replacement costs of the improvements on
the Mortgaged Property or (ii) on or
before June 5, 2011, $7,500,000 or, after
June 5, 2011, $10,000,000. In this event
not all of the proceeds would be available
to rebuild or restore the Mortgaged
Property or be applied to the payment of
the outstanding principal balance of the
loan. Under the mortgage, the Mortgagor
may not elect to terminate the Ground
Lease unless prior to such election
Mortgagor has obtained the written
agreement of Seller consenting to
Mortgagor's election to terminate the
Ground Lease and agreeing to the
application of the insurance proceeds to
the payment of the casualty termination
payment. In addition, the Ground Lease
provides that if the Ground Lease is
terminated as a result of the
condemnation, the landlord is entitled to
receive out of any condemnation award the
fair market value of the fee interest in
the Mortgaged Property, plus any
reversionary present value, if any
(collectively, the "Landlord's Interest").
The first 10% of any condemnation award
received is paid to the landlord until the
landlord has been paid in full for the
amount of the Landlord's Interest. In this
event not all of the award would be
available to rebuild or restore the
Mortgaged Property or be applied to the
payment of the outstanding principal
balance of the loan.
--------------------------------------------------------------------------------
Fairfax Corner Mall With respect to the loan listed to the
left, under the applicable lease, casualty
proceeds are deposited and maintained in
an account with a financial institution or
trust company having a long-term credit
rating of not less than "AA" by S&P.
Landlord under the applicable lease agreed
that it shall only withdraw such proceeds
as restoration of the building progresses
solely in order to pay for such
restoration in satisfaction of the terms
and conditions of the applicable lease.
Until the consummation of the restoration,
landlord agreed that it will not use the
sums for any purpose other than for the
restoration of the premises demised to the
Mortgagor under the applicable lease in
accordance with customary construction
practices.
--------------------------------------------------------------------------------
III-6
Representation #10
--------------------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
--------------------------------------------------------------------------------
Gateway Center With respect to the loan listed to the
left, which is secured by the Mortgagor's
leasehold interest in a ground lease, the
Ground Lease places restrictions on the
Mortgagor's ability to sublet the
Mortgaged Property without the landlord's
consent. Particularly, the Mortgagor only
has the right to sublet the Mortgaged
Property without the landlord's consent if
the following conditions are satisfied:
(1) the sublease is not for more than 20%
of the rentable area of the improvements,
(2) rent is not less than the fair market
value (for the first 10 years of the
Ground Lease rent shall be deemed to be
fair market value if it is not less than
rent payable by Xxxxx, Inc.), (3) the use
is permitted under the Ground Lease, and
(4) the term expires not later than the
last day of the term of the Ground Lease.
In addition, no sublease is effective
until the Mortgagor has delivered a copy
of the sublease to the landlord and a
written certification from the Mortgagor
that the sublease requirements have been
satisfied. The landlord may not
unreasonably withhold its consent to a
sublease if (1) the creditworthiness of
the Mortgagor is satisfactory to the
landlord, (2) the rent payable is fair
market rent and the terms are commercially
reasonable, (3) the use is permitted under
the Ground Lease, (4) the term does not
extend beyond the term of the Ground
Lease, and (5) the proposed subtenant is
not an affiliate of the Mortgagor. The
landlord has agreed to a provision in the
estoppel certificate whereby it confirms
that the current subtenants at the
Mortgaged Property are approved by the
landlord
--------------------------------------------------------------------------------
III-7
ANNEX A
MORTGAGE LOAN SCHEDULE
Loan Number Mortgage Loan Seller Loan Group Number Loan / Property Name
------------------------------------------------------------------------------------------------------------------------------------
3 CGM 1 Maine Mall
4 CGM 1 100 East Xxxxx
------------------------------------------------------------------------------------------------------------------------------------
5 CGM 1 TPMC Portfolio
0x Xxxx Xxxxx Xxxxx
0x Xxxx Xxxxx Xxxxx
0x Xxxxxx Parking Garage
5d Innova Theater and Retail
------------------------------------------------------------------------------------------------------------------------------------
9 CGM 1 Fairfax Corner
14 CGM 1 One Financial Xxxxx
00 XXX 0 Xxxxx Xxxx
17 CGM 1 Gateway Center
22 CGM 1 Millennium Park
24 CGM 0 Xxxxxxxxxx Xxxxx
------------------------------------------------------------------------------------------------------------------------------------
25 CGM 1 University of Phoenix
25a 0000 Xxxxx Xxxxxxxxxx Xxxxxxx
25b 0000 Xxxx Xxxx Xxxxxx
25c 000 Xxxxx Xxxxxxxx Xxxx
------------------------------------------------------------------------------------------------------------------------------------
26 CGM 1 Wynfrey Hotel
27 CGM 1 Xxxxxxxx Village
28 CGM 1 Saint Xxxx Plaza
33 CGM 1 Xxxxxxx City Crossing
36 CGM 1 River Marketplace
37 CGM 2 The Exchange at Xxxxxx Xxxxxx
00 CGM 1 000 Xxxxx Xxxxxx
41 CGM 1 Xxxxxxxx Building
43 CGM 1 Riverchase Galleria Office Tower
45 CGM 1 ICI-Xxxxxxx Research Center
47 CGM 1 ConnectiCare Office Xxxxxxxx
00 XXX 0 Xxxxxxx Xxxxxx at Xxxx Xxxxx
00 XXX 0 Xxxxxxxxxxxx Xxxx I & II
51 CGM 1 Pacific Corporate Center
52 CGM 1 Xxxxxxxx Medical Offices
53 CGM 1 000 Xxxxxxxx
58 CGM 1 Great Indoors - Sears - Alpha Road
59 CGM 1 The Crossing at Walkers Brook
62 CGM 1 Shoppes at Hope Valley
64 CGM 1 Meridian Town Center
65 CGM 1 The Shops at Cedar Point
66 CGM 1 Dellview Marketplace
67 CGM 1 Eddystone Crossing
68 CGM 1 Springhill Business Center
69 CGM 1 Ralphs Grocery - Los Angeles, CA
70 CGM 1 Baseline Foothills
73 CGM 1 Westar/Polaris II
75 CGM 1 Lakeview Village
78 CGM 1 Perry's Ocean Edge Resort
80 CGM 1 Constant Friendship Center
------------------------------------------------------------------------------------------------------------------------------------
81 CGM 1 100 & 200 Foxborough (aka) Xxxxxxxxxx Portfolio
81a 000 Xxxxxxxxxx Xxxxxxxxx
81b 000 Xxxxxxxxxx Xxxxxxxxx
------------------------------------------------------------------------------------------------------------------------------------
83 CGM 1 Crossings Shopping Center
86 CGM 1 Xxxxxxxxx Carriage House
87 CGM 1 G and G Shopping Center
88 CGM 1 Perry Hall Xxxxxxxxxxx
00 XXX 0 Xxxxxxx Xxxxxx
91 CGM 1 7100 Old Landover
------------------------------------------------------------------------------------------------------------------------------------
Xxxxx Office Portfolio
93 CGM 1 Comerica Tower
94 CGM 1 Texas Moline
------------------------------------------------------------------------------------------------------------------------------------
96 CGM 2 Plantation Apartments
97 CGM 0 Xxxxxxxxx Xxxx
98 CGM 1 Springhill Suites - Northfolk, VA
99 CGM 0 Xxxxx Xxxxxxxx
000 XXX 0 Xxxxxxxxx Xxx - Xxxxxxxxx, XX
101 CGM 0 Xxxxxx Xxxxx Xxxxx
102 CGM 1 North Atlanta Physicians MOB II
103 CGM 1 Stow Company Self Storage
104 CGM 0 Xxxxxxxx Xxxx Xxxx
105 CGM 2 Fairmont Apartments
106 CGM 1 000 Xxxxxxxxxxx Xxxxxx
108 CGM 0 Xxxx & Xxxxxx - Xxxxxxxxx Xxxxxxx, XX
109 CGM 1 Xxxxxx Xxxxxxx Express Inn
112 CGM 1 Xxxxx Town Center
113 CGM 1 000-000 Xxxxxxxx Xxxxxx
115 CGM 1 00000 Xxxxxxxxx Xxx.
116 CGM 1 Courtyard by Marriott - Chesapeake, VA
118 CGM 1 0000 Xxxxx Xxxxx
120 CGM 1 Granite Bay Village
121 CGM 1 Xxxxx Towers
122 CGM 1 Yellow Breeches
124 CGM 1 Corners At The Mall
------------------------------------------------------------------------------------------------------------------------------------
126 CGM 0 Xxxxxx Xxxxx Xxxxxxxxx
000x 00000 Xxxxxx Xxxxx
126b 14425 Xxxxxx Xxxxx
126c 13700 Veterans Memorial
------------------------------------------------------------------------------------------------------------------------------------
127 CGM 1 Super K - Port Huron, MI
132 CGM 0 Xxxxxxxx Xxxx Xxxxx
133 CGM 1 Xxxxxxx Xxxxxxx Xxxxx
000 XXX 0 Xxx Xxxx Center
143 CGM 1 Sports Authority - Chicago, IL
146 CGM 0 Xxxxxxxxx Xxx - Xxxxxxxxxxxx, XX
148 CGM 1 North Atlanta Physicians MOB III
149 CGM 2 The Westbury
151 CGM 0 Xxxxxxx Xxxx Retail
152 CGM 1 Holiday Inn Express - Vacaville, CA
153 CGM 1 Best Buy and Gander Mountain
154 CGM 1 North Atlanta Physicians MOB I
157 CGM 1 DNP Electronics
158 CGM 1 Oakview Medical Building
159 CGM 1 Xxxxxx Commons
160 CGM 1 Windwood Centre
162 CGM 1 Atrium at Willowchase
163 CGM 1 Sprouts Farmers Market & 99 Cent Store
164 CGM 0 Xxxxxxx Xxxx - Xxxxxxxxxx, XX
165 CGM 0 Xxxxxxxxxx Xxxxxx - Xxxxxxx, XX
166 CGM 1 1 & 0 Xxxxxx Xxxx
167 CGM 1 Summit Centre
169 CGM 1 Gwynedd Corporate Ctr 1180
172 CGM 1 Fresenius Medical Distribution Center
174 CGM 1 0000 Xxxxxx Xxxx
176 CGM 1 Xxxxxx at Wall
178 CGM 1 Cheyenne Crossing
179 CGM 1 Top Foods - Yakima, WA
181 CGM 2 Georgetown Apartments
183 CGM 1 Xxxxxxx Portfolio
184 CGM 1 Builders FirstSource
186 CGM 1 Burlington Self Storage of W. Palm Beach
187 CGM 1 Centennial Block Building
190 CGM 1 Hobby Lobby Center
191 CGM 1 Sonora Crossroads
194 CGM 0 Xxxxxxxx Xxxxxxxx Xxxx
196 CGM 1 Buffalo's Cafe & Lane Furniture
197 CGM 1 Candlewood Suites - Syracuse, NY
200 CGM 1 Centennial Center
201 CGM 2 Grand Meadow
202 CGM 1 One Appleton Street
203 CGM 1 Eckerds - Reidsville, NC
210 CGM 0 Xxxxxxxxx Xxxxxxxxxxx
211 CGM 1 Circuit City - Muncy, PA
213 CGM 1 One South Greeley Avenue
215 CGM 1 CVS - Flowood, MS
224 CGM 1 Xxxxxxxxx Field Business Park-Lot 12
Loan Number Property Address City
------------------------------------------------------------------------------------------------------------------------------------
3 000 Xxxxx Xxxx Xxxx Xxxxxxxx
4 000 Xxxx Xxxxx Xxxxxx Xxxxxxxxx
------------------------------------------------------------------------------------------------------------------------------------
5 Various Xxxxxxx
0x 0000 Xxxx Xxxx Xxxxx Xxxxxxx
5b 0000 Xxxx Xxxx Xxxxx Xxxxxxx
0x 0000 Xxxxxxxx Xxxxxx Xxxxxxx
0x 0000 Xxxxxxxx Xxxxxx Xxxxxxx
------------------------------------------------------------------------------------------------------------------------------------
9 11900 Palace Way, 11888-11951 Grand Commons Avenue, 4200-4250
Fairfax Corner West Avenue and 4201-4251 Fairfax Xxxxxx Xxxx Xxxxxx Xxxxxxx
00 000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxxxx
15 0000 Xxxx 00xx Xxxxxx Xxxxx
17 00-000 Xxxx Xxxxxx Xxxxxx
22 13150-13500 Middlebelt Road Livonia
24 0000 Xxxx 00xx Xxxxxx Shreveport
------------------------------------------------------------------------------------------------------------------------------------
25 Various Various
25a 0000 Xxxxx Xxxxxxxxxx Xxxxxxx Xxxxxxx
25b 0000 Xxxx Xxxx Xxxxxx Xxxxxxx
25c 000 Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxx Chute
------------------------------------------------------------------------------------------------------------------------------------
26 1000 Riverchase Galleria Xxxxxx
27 0000-0000 Xxxxxxxxx Xxxx Chattanooga
28 000 Xxxxx Xxxx Xxxxxx Xxxxxxxxx
33 3207 Peoples Street Xxxxxxx City
36 0000 Xxxxxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxxx
37 0000 Xxxxxx Xxxxxx Xxxx Xxxxxxx Xxxxxxx
38 000 Xxxxx Xxxxxx Xxx Xxxx
41 000 Xxxxxxxx Xxxxxx Xxx Xxxxxxxxx
43 3000 Riverchase Galleria Xxxxxx
45 00000 Xxxx Xxxxxxx Xxxx Strongsville
47 000 Xxxxx Xxxxx Xxxx Xxxxxxxxxx
48 0000 Xxxxxxx Xxxxxxxxx Xxxxxxxx
50 4511 and 0000 Xxxxxxx Xxxx Xxxxxxxxx Xxx Xxxxxxx
51 7005 South Front Road, 7401, 7451, 0000 Xxxxxxx Xxxx and 000 Xxxxxxxx Xxxx Livermore
52 000-000 Xxxxxxxx Xxxxxx Xxx Xxxxxxxx
53 000 Xxxxxxxx Xxxxxxxxx
58 0000 Xxxxx Xxxx Farmers Branch
59 00-00 Xxxxxxx Xxxxx Xxxxx Xxxxxxx
62 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxx
00 00000, 13410, 00000 Xxxxxxxx Xxxx Xxxxxxxx
65 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxxxx
66 1803 Xxxxx Xxxxxxx San Antonio
67 1530, 1552-1568, 1572, 1576, 0000 Xxxxxxx Xxxx Eddystone
68 0000 Xxxxxx Xxxx Xxxx McLean
69 000 Xxxxx Xxxxxxx Xxxxxx Xxx Xxxxxxx
70 4401, 4405, 0000 Xxxx Xxxxxxxx Xxxx Xxxxxxx
73 000 Xxxxxxx Xxxxxxx Westerville
75 0000-0000 Xxxx Xxxxxxxx Xxxx Gilbert
78 0000 Xxxxx Xxxxxxxx Xxxxxx Daytona Beach
80 0000-0000 Xxxxxxxx Xxxx Abingdon
------------------------------------------------------------------------------------------------------------------------------------
81 Various Foxborough
81a 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxxxx
81b 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxxxx
------------------------------------------------------------------------------------------------------------------------------------
83 12955-13069 SW 112th Street Miami
86 0000 Xxxxxxxxxxxxx Xxxxxx Xxxxxxxxx
87 0000 Xxxx Xxxxxxx Xxxxxx Santa Xxxx
88 9633 - 0000 Xxxxxx Xxxx Xxxxxxxxx
89 000 XX 00xx Xxxxxx & 0000 XX Xxxxxxx Xxxxxx Xxxxxxxx
91 0000 Xxx Xxxxxxxx Xxxx Xxxxxxxx
------------------------------------------------------------------------------------------------------------------------------------
93 0000 Xxxxxx Xxxx Xxxxxx
94 000 Xxxxx Xxxxxx Xxxxxx Xxxxxx
------------------------------------------------------------------------------------------------------------------------------------
96 0000 Xxxxxxxx Xxxx Xxxxxxxxxx
97 0000 Xxxxxxxxxx Xxxxxx Xxxxxxxxx City
98 0000 Xxxxxxx Xxxx Xxxxxxx
99 0000-0000 Xxxxx Xxxx Xxxx Xxxxxx
100 0000 Xxxxx Xxxxxxx Xxxxx Xxxxxxxxx
101 0000 Xxxx Xxxxxx Xxxxxx Xxx Xxxxx
102 000-X Xxxxxxx Xxxxx Xxxx Xxxxxxx
103 2660 US Xxxxxxx 000 & 00 Xxxxxxxx Xxxx Xxxx Xxxxxxxx & Monroe
104 64, 66, 00 Xxxxxxxx Xxxx Xxxx Xxxx Xxxxxxx
105 0000 Xx Xxxx Xxxxxx & 7233, 7243, 0000 Xxxxxx Xxxxxx Xxxxxx Xxxx
106 000 Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx
108 000 Xxxxx Xxxxx Xxxx 000 Xxxxxxxxx Xxxxxxx
109 000 Xxxx Xxxxxxx Xxxxxx Xxx Xxxx
112 0000 Xxxxx Xxxx Xxxxx Xxxxxxxxxx
000 000-000 Xxxxxxxx Xxxxxx Xxxxxxx
115 00000 Xxxxxxxxx Xxxxxx Xxxxxx
116 0000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxxxx
118 6610 Cabot Drive Xxxx Burnie
120 0000 Xxxxxx Xxxxxx Xxxx Xxxxxxx Xxx
121 0000 Xxxxx Xxxxxxx Xxxx Burnie
122 145, 175, 195 and 000 Xxxxxxxx Xxxx Xxx Xxxxxxxxxx
124 000-000 Xxxx Xxxxx Xxxxx Xxxx Xxxxxxxxxx
------------------------------------------------------------------------------------------------------------------------------------
126 Various Houston
126a 00000 Xxxxxx Xxxxx Xxxxxxxxx Xxxxxxx
126b 00000 Xxxxxx Xxxxx Xxxxxxxxx Xxxxxxx
126c 00000 Xxxxxxxx Xxxxxxxx Xxxxx Xxxxxxx
------------------------------------------------------------------------------------------------------------------------------------
127 0000 00xx Xxxxxx Xxxx Xxxxx
132 510, 520, 602, 000 Xxxx Xxxxxxxx Xxxx Xxxxxxx
133 000 Xxxxx Xxxxxxx Xxxxxx Inglewood
139 000 Xxxxx 0xx Xxxxxx XxXxxxxxxxxxxx
143 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx
146 00000 Xxxxxx Xxxxx Xxxxxxxxxxxx
148 000-X Xxxxxxx Xxxxx Xxxx Xxxxxxx
149 0000 Xxxxx Xxxxxxxx Xxxxxx Los Angeles
151 1370 and 0000 Xxxxxxx Xxxx Xxxxxxxxx
152 000 Xxxxxxxx Xxxxx Xxxxxxxxx
153 955 and 000 Xxxxxxxx Xxxxx Xxxxxxxx
154 000-X Xxxxxxx Xxxxx Xxxx Xxxxxxx
157 0000 Xxxxxx Xxxxxx Xxxxx Xxxxx
158 0000 Xxxxx 000xx Xxxxxx Xxxxx
000 0000-0000 Xxxxxx Road Broomall
160 000 Xxxxxxxxx Xxxxxxx Xxxxxxxx Beach
162 0000 Xxxxxx Xxxxx Xxxxx Xxxxx Xxxxxxx
163 0000 Xxxx Xxxxxxxxxxx Xxxx Xxxxxx
164 000 Xxxx Xxxx Xxxxxxxxxx
165 0000 Xxxxxxx Xxxx Xxxxxxx
166 1 & 0 Xxxxxx Xxxx Xxxxxxxxx
167 9691 and 0000 Xxxxxxxxx Xxxxx Xxx Xxxxx
169 0000 Xxxxx Xxxx Xxxxx Xxxxx
172 000 Xxxxx Xxxxxxxxxx Xxxx Xxxxxx
174 2150 Joshua's Path Hauppauge
176 1800 Route 34 Wall
178 0000 Xxxxx Xxxxxx Xxx Xxx Xxxxx
179 0000 Xxxxx Xxxxx Xxxxxx Yakima
181 0000 Xxxxxx Xxxxx Xxxx Xxxxxxxxxx
000 000 Xxxxxx Xxxx, 00, 00 & 00 Xxxxxx Xxxxxx Xxxx Xxxxxxxxxxx
000 000 Xxxxxx Xxxx Xxxxxxxxxx
186 411 & 000 0xx Xxxxxx Xxxx Xxxx Xxxxx
187 000-000 Xxxxx Xxxx Xxxxxxxx Xxxxxx Xxxxxxxx
190 0000 00xx Xxxxxx Xxxxxxxxx Fargo
191 1191-1281 Xxxxxxxxxxx Road Sonora
194 2101, 2103, & 0000 Xxxxxxxxx 000xx Xxxxxx Xxxxxxxxx
196 10062 & 00000 Xxxx Xxxxxxxx Xxxx Xxx Xxxxx
197 0000 Xxxxxxx Xxx Xxxx Xxxxxxxx
200 0000 Xxxxx Xxxxxx Xxxxxx Xxx Xxxxx
201 000 00xx Xxxxxx Xxxxxxxx
000 Xxx Xxxxxxxx Xxxxxx Xxxxxx
203 0000 Xxxxxxx Xxxxx Xxxxxxxxxx
210 00 Xxxxxxx Xxxxxxx Xxxxxxxxxxx
211 000 Xxxxxxxx Xxxx Xxxxxx Muncy
000 Xxx Xxxxx Xxxxxxx Xxxxxx Chappaqua
215 0000 Xxxxxxxx Xxxxx Xxxxxxx
224 0000 Xxxxxxxxx Xxx Xx Xxxxx
Loan Number State Zip Code County Cut-off Date Principal Balance
---------------------------------------------------------------------------------------------------------------------------
3 ME 04106 Cumberland 150,000,000.00
4 MD 21202 Baltimore City 105,000,000.00
---------------------------------------------------------------------------------------------------------------------------
0 XX 00000 Xxxxxx 105,000,000.00
5a TX 77027 Xxxxxx
5b TX 00000 Xxxxxx
0x XX 00000 Xxxxxx
5d TX 77027 Xxxxxx
---------------------------------------------------------------------------------------------------------------------------
9 VA 22030 Fairfax 60,947,000.00
14 MN 55402 Hennepin 43,000,000.00
15 XX 00000 Butte 42,000,000.00
17 MA 02129 Suffolk 38,839,965.76
22 XX 00000 Xxxxx 32,000,000.00
24 LA 71105 Caddo 30,780,000.00
---------------------------------------------------------------------------------------------------------------------------
25 Various Various Various 30,143,520.54
25a AZ 00000 Xxxxxxxx
00x XX 00000 Maricopa
25c WI 54914 Outagamie
---------------------------------------------------------------------------------------------------------------------------
26 AL 35244 Jefferson 29,335,427.36
27 TN 37421 Xxxxxxxx 28,800,000.00
28 MD 21202 Baltimore City 28,500,000.00
33 TN 37604 Washington 25,800,000.00
00 XX 00000 Xxxxxxxxx 23,520,000.00
37 TX 77840 Brazos 23,250,000.00
38 XX 00000 New York 22,000,000.00
00 XX 00000 San Francisco 20,700,000.00
43 AL 35244 Jefferson 20,000,000.00
45 OH 44136 Cuyahoga 19,950,000.00
47 CT 06032 Hartford 19,000,000.00
48 VA 23693 York 18,959,850.58
50 TX 78229 Bexar 18,677,870.96
00 XX 00000 Alameda 18,500,000.00
52 XX 00000 Westchester 18,500,000.00
53 MA 02139 Middlesex 18,241,079.57
58 TX 75244 Dallas 16,120,000.00
59 MA 01867 Middlesex 16,000,000.00
62 NC 27713 Durham 15,350,000.00
64 XX 00000 Xxxxxx 15,000,000.00
65 PA 18103 Lehigh 14,951,810.33
66 TX 78213 Bexar 14,690,000.00
67 PA 19022 Delware 14,500,000.00
68 VA 22102 Fairfax 14,236,311.79
69 XX 00000 Los Angeles 14,145,000.00
70 AZ 85042 Maricopa 13,500,000.00
73 OH 43082 Delaware 13,160,000.00
75 AZ 85234 Maricopa 13,000,000.00
78 FL 32118 Volusia 12,974,196.32
80 MD 21009 Harford 12,439,872.27
---------------------------------------------------------------------------------------------------------------------------
81 MA 02035 Norfolk 12,360,944.72
81a MA 00000 Xxxxxxx
00x XX 00000 Norfolk
---------------------------------------------------------------------------------------------------------------------------
83 FL 33186 Miami - Dade 12,000,000.00
86 MA 02140 Middlesex 11,960,166.71
00 XX 00000 Sonoma 11,800,000.00
88 MD 21236 Baltimore 11,549,320.88
89 OR 97209 Multnomah 11,500,000.00
91 MD 20785 Prince George's 11,339,318.35
---------------------------------------------------------------------------------------------------------------------------
00 XX 00000 Dallas 7,575,000.00
94 TX 75202 Dallas 3,656,000.00
---------------------------------------------------------------------------------------------------------------------------
00 XX 00000 Charleston 11,000,000.00
97 NC 27909 Pasquotank 10,975,233.56
98 VA 23502 Norfolk City 10,702,734.47
00 XX 00000 Pima 10,634,646.94
000 XX 00000 Mecklenburg 10,370,024.89
101 XX 00000 Xxxxx 10,300,000.00
000 XX 00000 Xxxxxx 10,200,000.00
000 XX 00000 & 00000 Xxxxxxxxx 10,160,000.00
104 CT 06088 Hartford 10,000,000.00
000 XX 00000 Los Angeles 10,000,000.00
000 XX 00000 Middlesex 9,972,252.00
000 XX 00000 Seminole 9,750,000.00
000 XX 00000 New York 9,597,321.01
000 XX 00000 Columbia 9,467,846.46
000 XX 00000 Norfolk 9,400,000.00
000 XX 00000 Orange 9,335,030.66
116 VA 23320 Chesapeake City 9,325,000.00
000 XX 00000 Xxxx Arundel 9,164,932.04
000 XX 00000 Placer 9,160,601.34
000 XX 00000 Xxxx Arundel 9,076,934.89
000 XX 00000 York 9,000,000.00
000 XX 00000 Montgomery 8,971,684.75
---------------------------------------------------------------------------------------------------------------------------
000 XX 00000 Xxxxxx 8,937,000.00
126a TX 00000 Xxxxxx
000x XX 00000 Xxxxxx
126c TX 77014 Xxxxxx
---------------------------------------------------------------------------------------------------------------------------
000 XX 00000 St. Clair 8,914,488.81
000 XX 00000 Maricopa 8,600,000.00
000 XX 00000 Los Angeles 8,500,000.00
000 XX 00000 Xxxxxx 7,612,118.94
000 XX 00000 Xxxx 7,400,000.00
000 XX 00000 Mecklenburg 7,264,509.50
000 XX 00000 Xxxxxx 7,000,000.00
000 XX 00000 Los Angeles 7,000,000.00
000 XX 00000 Xxxxxx 6,980,031.49
000 XX 00000 Xxxxxx 6,951,240.46
000 XX 00000 Lackawanna 6,900,000.00
000 XX 00000 Xxxxxx 6,800,000.00
000 XX 00000 San Diego 6,736,174.19
000 XX 00000 Xxxxxxx 6,678,663.62
000 XX 00000 Delaware 6,640,192.55
160 VA 23452 Virginia Beach City 6,400,000.00
000 XX 00000 Xxxxxx 6,200,000.00
000 XX 00000 Maricopa 6,200,000.00
164 CT 06042 Hartford 6,096,730.52
000 XX 00000 Cabarrus 6,096,196.63
000 XX 00000 Middlesex 6,000,000.00
167 XX 00000 Xxxxx 6,000,000.00
000 XX 00000 Montgomery 5,969,958.53
172 OH 43616 Xxxxx 5,870,000.00
000 XX 00000 Suffolk 5,726,190.71
000 XX 00000 Monmouth 5,576,811.84
178 XX 00000 Xxxxx 5,500,000.00
179 XX 00000 Yakima 5,500,000.00
000 XX 00000 Charleston 5,280,000.00
000 XX 00000 Bucks 5,235,189.62
000 XX 00000 Richland 5,205,061.62
000 XX 00000 Palm Beach 5,040,000.00
000 XX 00000 Multnomah 4,900,000.00
000 XX 00000 Cass 4,740,000.00
000 XX 00000 Tuolumne 4,707,000.00
194 XX 00000 Xxxxx 4,425,000.00
000 XX 00000 Xxxxx 4,380,764.13
000 XX 00000 Onondaga 4,163,551.60
000 XX 00000 Milwaukee 3,600,000.00
201 CO 80501 Boulder 3,440,000.00
000 XX 00000 Suffolk 3,389,053.04
000 XX 00000 Rockingham 3,361,244.86
000 XX 00000 Suffolk 2,990,922.26
000 XX 00000 Lycoming 2,941,535.83
000 XX 00000 Westchester 2,911,044.93
000 XX 00000 Xxxxxx 2,793,619.25
000 XX 00000 San Diego 1,392,303.65
Cross
Collateralized
(Mortgage Loan Master Servicing ARD Loan
Loan Number Group) Mortgage Rate Fee Rate (Yes/No)? ARD
------------------------------------------------------------------------------------------------------------------------------------
3 No 4.8355% 0.0300% No
4 No 5.0775% 0.0300% Yes 09/11/15
------------------------------------------------------------------------------------------------------------------------------------
5 No 5.4000% 0.0300% Xx
0x
0x
0x
0x
------------------------------------------------------------------------------------------------------------------------------------
0 Xx 5.5360% 0.0300% No
14 No 5.1410% 0.0400% No
15 No 4.7360% 0.0300% No
17 No 5.3300% 0.0300% No
22 No 5.0210% 0.0300% No
24 No 5.3270% 0.0300% No
------------------------------------------------------------------------------------------------------------------------------------
25 No 5.2600% 0.0300% Xx
00x
00x
00x
------------------------------------------------------------------------------------------------------------------------------------
00 Xx 5.7300% 0.0400% No
27 No 4.8750% 0.0300% No
28 No 5.1800% 0.0300% No
33 No 4.9000% 0.0300% No
36 No 5.3340% 0.0300% No
37 No 5.0600% 0.0700% No
38 No 4.9800% 0.0300% No
41 No 5.4800% 0.0300% No
43 No 5.4050% 0.0400% No
45 No 5.6300% 0.0300% Yes 06/11/14
47 No 5.2275% 0.0300% Yes 07/11/15
48 No 5.3390% 0.1100% No
50 No 5.4150% 0.0500% Yes 12/11/09
51 No 5.0680% 0.0300% No
52 No 5.0960% 0.0500% No
53 No 5.1700% 0.0300% No
58 No 4.8250% 0.0300% Yes 08/11/15
59 No 5.5400% 0.0300% No
62 No 5.0700% 0.0300% No
64 No 5.4300% 0.0600% No
65 No 5.1800% 0.0200% No
66 No 4.9400% 0.0300% No
67 No 5.1300% 0.0300% No
68 No 5.4200% 0.0300% No
69 No 5.6000% 0.0300% No
70 No 5.4100% 0.0500% No
73 No 5.5400% 0.0900% Yes 06/11/12
75 No 5.0600% 0.0500% No
78 No 5.6300% 0.0500% No
80 No 5.7300% 0.1100% No
------------------------------------------------------------------------------------------------------------------------------------
81 No 5.2700% 0.0300% No
81a
81b
------------------------------------------------------------------------------------------------------------------------------------
83 No 5.1990% 0.0300% No
86 No 5.0300% 0.0300% No
87 No 5.4100% 0.0600% No
88 No 5.0500% 0.0500% No
89 No 4.9600% 0.0300% No
91 No 5.2700% 0.0300% No
------------------------------------------------------------------------------------------------------------------------------------
93 Yes (C1) 5.5950% 0.0500% No
94 Yes (C1) 5.5880% 0.0500% No
------------------------------------------------------------------------------------------------------------------------------------
96 No 5.2600% 0.0300% No
97 No 5.0380% 0.0300% No
98 No 5.3100% 0.0300% Xx
00 Xx 0.0000% 0.0000% Xx
000 Xx 5.3600% 0.0300% No
101 No 5.1800% 0.0600% No
102 No 5.3070% 0.0300% No
103 No 5.4100% 0.0700% No
104 No 5.1700% 0.0300% No
105 No 4.8500% 0.0300% No
106 No 5.8300% 0.0300% No
108 No 5.2900% 0.0300% No
109 No 5.6900% 0.0300% No
112 No 4.9400% 0.0300% No
113 No 5.0650% 0.0300% No
115 No 5.1600% 0.0600% Yes 07/11/15
116 No 5.3200% 0.0300% No
118 No 5.7000% 0.0300% No
120 No 5.1400% 0.0300% No
121 No 5.5000% 0.0300% No
122 No 5.1400% 0.0300% No
124 No 5.2750% 0.0300% No
------------------------------------------------------------------------------------------------------------------------------------
126 No 5.4500% 0.0300% No
126a
126b
126c
------------------------------------------------------------------------------------------------------------------------------------
127 No 5.5400% 0.0300% Yes 02/11/15
132 No 5.4700% 0.0300% No
133 No 5.1500% 0.0300% No
139 No 5.6000% 0.0300% No
143 No 5.7000% 0.0300% No
146 No 5.3600% 0.0300% No
148 No 5.2270% 0.0300% No
149 No 4.8500% 0.0300% No
151 No 5.7100% 0.0300% No
152 No 5.8500% 0.0300% No
153 No 5.4900% 0.0900% No
154 No 5.3070% 0.0300% No
157 No 5.6000% 0.0900% No
158 No 5.2200% 0.1050% Yes 08/11/15
159 No 5.5500% 0.0300% No
160 No 5.3000% 0.0500% No
162 No 5.2500% 0.0300% No
163 No 5.5000% 0.0600% No
164 No 5.3450% 0.0300% Yes 05/11/15
165 No 5.3600% 0.0300% No
166 No 5.2700% 0.0300% No
167 No 5.2110% 0.0300% Yes 11/11/15
169 No 5.5500% 0.0300% No
172 No 5.7600% 0.0300% Yes 05/11/15
174 No 5.2900% 0.0700% No
176 No 5.2900% 0.0300% No
178 No 5.0600% 0.0500% No
179 No 5.4700% 0.0900% No
181 No 5.2600% 0.0300% No
183 No 6.1100% 0.0300% No
184 No 5.4740% 0.0300% No
186 No 5.4500% 0.0300% No
187 No 5.3300% 0.0900% No
190 No 5.3600% 0.0300% No
191 No 5.2900% 0.0300% No
194 No 5.5500% 0.0900% No
196 No 5.0470% 0.0300% No
197 No 6.5600% 0.0300% No
200 No 5.0700% 0.0300% No
201 No 5.4000% 0.0300% No
202 No 5.1700% 0.0300% No
203 No 5.3600% 0.0500% No
210 No 5.4500% 0.0300% No
211 No 5.3450% 0.0300% Yes 05/11/15
213 No 5.3900% 0.0900% No
215 No 4.9800% 0.0600% No
224 No 5.1200% 0.0300% No
Loan Number Additional Interest Rate after ARD
------------------------------------------------------------------------------------------------------------------------------------
3
4 Greater of (i) 2% plus Initial Interest Rate or (ii) Treasury plus 2%
------------------------------------------------------------------------------------------------------------------------------------
5
5a
5b
5c
5d
------------------------------------------------------------------------------------------------------------------------------------
9
14
15
17
22
24
------------------------------------------------------------------------------------------------------------------------------------
25
25a
25b
25c
------------------------------------------------------------------------------------------------------------------------------------
26
27
28
33
36
37
38
41
43
45 The greater of (i) 7.63%, and (ii) 3% plus annualized US Treasury yield
47 2% plus Initial Interest Rate
48
50 Greater of 2% plus Initial Interest Rate or 3% plus annualized yield
51
52
53
58 2% plus Initial Interest Rate
59
62
64
65
66
67
68
69
70
73 Greater of 2% plus Initial Interest Rate or 3% plus annualized yield
75
78
80
------------------------------------------------------------------------------------------------------------------------------------
81
81a
81b
------------------------------------------------------------------------------------------------------------------------------------
83
86
87
88
89
91
------------------------------------------------------------------------------------------------------------------------------------
93
94
------------------------------------------------------------------------------------------------------------------------------------
96
97
98
99
100
101
102
103
104
105
106
108
109
112
113
115 The greater of (i) 7.16%, and (ii) 3% plus annualized US Treasury yield
116
118
120
121
122
124
------------------------------------------------------------------------------------------------------------------------------------
126
126a
126b
126c
------------------------------------------------------------------------------------------------------------------------------------
127 Greater of 2% plus Initial Interest Rate or 3% plus annualized yield
132
133
139
143
146
148
149
151
152
153
154
157
158 Greater of 2% plus Initial Interest Rate or 3% plus annualized yield
159
160
162
163
164 2% plus Initial Interest Rate
165
166
167 2% plus Initial Interest Rate
169
172 The greater of (i) 7.76%, and (ii) 3% plus annualized US Treasury yield
174
176
178
179
181
183
184
186
187
190
191
194
196
197
200
201
202
203
210
211 2% plus Initial Interest Rate
213
215
224
Interest
Reserve Grace
Mortgage Period
Loan (Days)
Loan Number (Yes/No)? Loan Type (Note 5)
-------------------------------------------------------------------------------------------------------------------------
3 Yes Balloon 2
4 Yes Interest Only/ARD 0
-------------------------------------------------------------------------------------------------------------------------
5 Yes Partial IO/Balloon 0
5a
5b
5c
5d
-------------------------------------------------------------------------------------------------------------------------
9 Yes Partial IO/Balloon 0
14 Yes Partial IO/Balloon 5
15 Yes Balloon 2
17 Yes Balloon 0
22 Yes Partial IO/Balloon 0
24 Yes Interest Only 0
-------------------------------------------------------------------------------------------------------------------------
25 Yes Balloon 0
25a
25b
25c
-------------------------------------------------------------------------------------------------------------------------
26 Yes Balloon 0
27 Yes Partial IO/Balloon 0
28 Yes Partial IO/Balloon 0
33 Yes Partial IO/Balloon 0
36 Yes Interest Only 0
37 Yes Partial IO/Balloon 0
38 Yes Partial IO/Balloon 0
41 Yes Partial IO/Balloon 0
43 Yes Interest Only 0
45 Yes Partial IO/ARD 0
47 Yes Partial IO/ARD 0
48 Yes Balloon 0
50 Yes ARD 0
51 Yes Partial IO/Balloon 0
52 Yes Partial IO/Balloon 0
53 Yes Balloon 0
58 Yes Partial IO/ARD 0
59 Yes Partial IO/Balloon 0
62 Yes Partial IO/Balloon 0
64 Yes Partial IO/Balloon 0
65 Yes Balloon 0
66 Yes Partial IO/Balloon 0
67 Yes Partial IO/Balloon 0
68 Yes Balloon 0
69 Yes Partial IO/Balloon 0
70 Yes Partial IO/Balloon 0
73 Yes Partial IO/ARD 0
75 Yes Partial IO/Balloon 0
78 Yes Balloon 0
80 Yes Balloon 0
-------------------------------------------------------------------------------------------------------------------------
81 Yes Balloon 0
81a
81b
-------------------------------------------------------------------------------------------------------------------------
83 Yes Partial IO/Balloon 0
86 Yes Balloon 0
87 Yes Partial IO/Balloon 0
88 Yes Balloon 0
89 Yes Partial IO/Balloon 0
91 Yes Balloon 0
-------------------------------------------------------------------------------------------------------------------------
93 Yes Partial IO/Balloon 0
94 Yes Partial IO/Balloon 0
-------------------------------------------------------------------------------------------------------------------------
96 Yes Interest Only 0
97 Yes Balloon 0
98 Yes Balloon 0
99 Yes Balloon 0
100 Yes Balloon 0
101 Yes Partial IO/Balloon 0
102 Yes Partial IO/Balloon 0
103 Yes Partial IO/Balloon 0
104 Yes Partial IO/Balloon 10
105 Yes Partial IO/Balloon 0
106 Yes Balloon 0
108 Yes Partial IO/Balloon 0
109 Yes Balloon 0
112 Yes Balloon 0
113 Yes Partial IO/Balloon 0
115 Yes ARD 0
116 Yes Balloon 0
118 Yes Balloon 0
120 Yes Balloon 0
121 Yes Balloon 0
122 Yes Partial IO/Balloon 0
124 Yes Balloon 0
-------------------------------------------------------------------------------------------------------------------------
126 Yes Partial IO/Balloon 0
126a
126b
126c
-------------------------------------------------------------------------------------------------------------------------
127 Yes ARD 0
132 Yes Partial IO/Balloon 0
133 Yes Partial IO/Balloon 0
139 Yes Balloon 0
143 Yes Partial IO/Balloon 0
146 Yes Balloon 0
148 Yes Partial IO/Balloon 0
149 Yes Partial IO/Balloon 0
151 Yes Balloon 0
152 Yes Balloon 0
153 Yes Partial IO/Balloon 0
154 Yes Partial IO/Balloon 0
157 Yes Balloon 0
158 Yes ARD 0
159 Yes Balloon 0
160 Yes Partial IO/Balloon 0
162 Yes Partial IO/Balloon 0
163 Yes Partial IO/Balloon 0
164 Yes ARD 0
165 Yes Balloon 0
166 Yes Partial IO/Balloon 0
167 Yes ARD 0
169 Yes Balloon 0
172 Yes Partial IO/ARD 0
174 Yes Balloon 0
176 Yes Balloon 0
178 Yes Partial IO/Balloon 0
179 Yes Partial IO/Balloon 0
181 Yes Interest Only 0
183 Yes Balloon 0
184 Yes Balloon 0
186 Yes Partial IO/Balloon 0
187 Yes Partial IO/Balloon 0
190 Yes Partial IO/Balloon 0
191 Yes Partial IO/Balloon 0
194 Yes Partial IO/Balloon 0
196 Yes Balloon 0
197 Yes Balloon 0
200 Yes Partial IO/Balloon 0
201 Yes Partial IO/Balloon 0
202 Yes Balloon 0
203 Yes Balloon 0
210 Yes Balloon 0
211 Yes ARD 0
213 Yes Balloon 0
215 Yes Balloon 0
224 Yes Balloon 0
Periodic Payment Original Term to
on First Due Date Maturity / ARD
Loan Number Scheduled Maturity Date ARD after Closing (months)
-------------------------------------------------------------------------------------------------------------
3 06/11/10 794,860.56 55
4 06/11/17 444,281.25 120
-------------------------------------------------------------------------------------------------------------
5 05/11/15 472,500.00 120
5a
5b
5c
5d
-------------------------------------------------------------------------------------------------------------
9 07/11/15 281,168.83 120
14 08/11/15 184,219.17 120
15 02/11/09 221,202.23 39
17 07/11/15 217,295.95 120
22 10/11/15 133,893.33 120
24 06/11/15 136,637.55 120
-------------------------------------------------------------------------------------------------------------
25 06/11/15 167,559.01 119
25a
25b
25c
-------------------------------------------------------------------------------------------------------------
26 07/11/15 185,230.02 120
27 08/11/15 117,000.00 120
28 07/11/15 123,025.00 120
33 08/11/15 105,350.00 120
36 06/11/15 104,546.40 120
37 08/11/15 98,037.50 120
38 11/11/15 91,300.00 120
41 11/11/15 94,530.00 120
43 06/11/15 90,083.33 120
45 06/11/35 93,598.75 108
47 07/11/35 82,768.75 120
48 09/11/15 105,968.51 120
50 12/11/34 106,306.35 60
51 07/11/15 78,131.67 120
52 07/11/15 78,563.33 120
53 08/11/15 100,148.42 120
58 08/11/35 64,815.83 120
59 09/11/15 73,866.67 120
62 07/11/15 64,853.75 120
64 06/11/15 67,875.00 120
65 08/11/15 82,181.41 120
66 08/11/15 60,473.83 120
67 08/11/15 61,987.50 120
68 10/11/15 80,196.13 120
69 05/11/15 66,010.00 120
70 05/11/15 60,862.50 120
73 06/11/35 60,755.33 84
75 06/11/15 54,816.67 120
78 09/11/10 74,876.38 60
80 06/11/15 72,787.87 120
-------------------------------------------------------------------------------------------------------------
81 08/11/15 68,626.95 120
81a
81b
-------------------------------------------------------------------------------------------------------------
83 07/11/15 51,990.00 120
86 08/11/15 64,638.79 120
87 06/11/15 53,198.33 120
88 07/11/15 62,626.26 120
89 06/11/15 47,533.33 120
91 06/11/12 63,092.51 84
-------------------------------------------------------------------------------------------------------------
93 07/11/15 35,318.44 120
94 07/11/15 17,024.77 120
-------------------------------------------------------------------------------------------------------------
96 07/11/15 48,216.67 120
97 09/11/15 59,306.11 120
98 07/11/10 73,137.65 60
99 05/11/15 60,351.24 120
100 10/11/15 62,907.65 120
101 08/11/15 44,461.67 120
102 07/11/15 45,109.50 120
103 08/11/15 45,804.67 120
104 06/01/14 43,083.33 108
105 08/11/15 40,416.67 120
106 08/11/15 58,866.49 120
108 07/11/15 42,981.25 120
109 09/11/15 60,203.00 120
112 08/11/15 50,650.26 120
113 08/11/15 39,675.83 120
115 07/11/35 51,247.73 120
116 11/11/15 63,201.19 120
118 02/11/15 53,687.04 120
120 07/11/15 50,177.75 120
121 07/11/20 56,066.19 180
122 09/11/15 38,550.00 120
124 08/11/15 49,837.78 120
-------------------------------------------------------------------------------------------------------------
126 06/11/15 40,588.88 120
126a
126b
126c
-------------------------------------------------------------------------------------------------------------
127 02/11/35 51,327.11 120
132 05/11/15 39,201.67 120
133 08/11/15 36,479.17 120
139 06/11/15 43,917.04 120
143 07/11/16 35,150.00 133
146 10/11/15 44,068.67 120
148 07/11/15 30,490.83 120
149 08/11/15 28,291.67 120
151 08/11/15 40,672.40 120
152 06/11/15 44,461.44 120
153 06/11/16 31,567.50 132
154 07/11/15 30,073.00 120
157 02/11/15 39,037.37 120
158 08/11/35 36,873.25 120
159 05/11/15 38,138.13 120
160 07/11/15 28,266.67 120
162 06/11/15 27,125.00 120
163 05/11/15 28,416.67 120
164 05/11/35 34,239.58 120
165 10/11/15 36,981.34 120
166 06/11/15 26,350.00 120
167 11/11/35 32,987.44 120
169 06/11/15 34,255.80 120
172 05/11/35 28,176.00 120
174 07/11/15 31,894.32 120
176 07/11/15 31,062.29 120
178 06/11/15 23,191.67 120
179 06/11/15 25,070.83 120
181 07/11/15 23,144.00 120
183 08/11/15 32,236.45 120
184 10/11/15 29,496.87 120
186 05/11/10 22,890.00 60
187 07/11/15 21,764.17 120
190 05/11/15 21,172.00 120
191 07/11/15 20,750.03 120
194 07/11/15 20,465.63 120
196 07/11/15 23,746.70 120
197 04/11/15 28,516.37 120
200 08/11/15 15,210.00 120
201 05/11/15 15,480.00 120
202 08/11/15 18,606.81 120
203 07/11/15 18,867.48 120
210 08/11/15 16,939.68 120
211 05/11/35 16,519.83 120
213 08/11/15 16,378.48 120
215 09/11/15 14,996.80 120
224 06/11/15 7,618.51 120
Remaining Term Stated Original Stated Remaining
to Maturity / ARD Amortization Term Amortization Term
Loan Number (months) (months) (months)
---------------------------------------------------------------------------------------------------
3 55 355 355
4 118 Interest Only Interest Only
---------------------------------------------------------------------------------------------------
5 114 360 360
5a
5b
5c
5d
---------------------------------------------------------------------------------------------------
9 116 420 420
14 117 360 360
15 39 351 351
17 116 360 356
22 119 360 360
24 115 Interest Only Interest Only
---------------------------------------------------------------------------------------------------
25 115 359 355
25a
25b
25c
---------------------------------------------------------------------------------------------------
26 116 300 296
27 117 360 360
28 116 360 360
33 117 360 360
36 115 Interest Only Interest Only
37 117 360 360
38 120 360 360
41 120 360 360
43 115 Interest Only Interest Only
45 103 360 360
47 116 360 360
48 118 360 358
50 49 360 349
51 116 360 360
52 116 360 360
53 117 360 357
58 117 360 360
59 118 360 360
62 116 360 360
64 115 360 360
65 117 360 357
66 117 360 360
67 117 360 360
68 119 360 359
69 114 360 360
70 114 360 360
73 79 360 360
75 115 360 360
78 58 360 358
80 115 360 355
---------------------------------------------------------------------------------------------------
81 117 360 357
81a
81b
---------------------------------------------------------------------------------------------------
83 116 360 360
86 117 360 357
87 115 360 360
88 116 360 356
89 115 360 360
91 79 360 355
---------------------------------------------------------------------------------------------------
93 116 360 360
94 116 360 360
---------------------------------------------------------------------------------------------------
96 116 Interest Only Interest Only
97 118 360 358
98 56 240 236
99 114 360 354
100 119 300 299
101 117 360 360
102 116 360 360
103 117 360 360
104 103 360 360
105 117 360 360
106 117 360 357
108 116 360 360
109 118 300 298
112 117 360 357
113 117 360 360
115 116 360 356
116 120 240 240
118 111 360 351
120 116 360 356
121 176 300 296
122 118 360 360
124 117 360 357
---------------------------------------------------------------------------------------------------
126 115 360 360
126a
126b
126c
---------------------------------------------------------------------------------------------------
127 111 360 351
132 114 360 360
133 117 360 360
139 115 360 355
143 128 360 360
146 119 300 299
148 116 360 360
149 117 360 360
151 117 360 357
152 115 300 295
153 127 360 360
154 116 360 360
157 111 360 351
158 117 360 357
159 114 360 354
160 116 360 360
162 115 360 360
163 114 360 360
164 114 360 354
165 119 300 299
166 115 360 360
167 120 360 360
169 115 360 355
172 114 360 360
174 116 360 356
176 116 360 356
178 115 360 360
179 115 360 360
181 116 Interest Only Interest Only
183 117 348 345
184 119 360 359
186 54 360 360
187 116 360 360
190 114 360 360
191 116 360 360
194 116 360 360
196 116 360 356
197 113 300 293
200 117 360 360
201 114 360 360
202 117 360 357
203 116 360 356
210 117 360 357
211 114 360 354
213 117 360 357
215 118 360 358
224 115 360 355
Loan Number Defeasance Loan (Yes/No)? Borrower's Interest Property Size
-----------------------------------------------------------------------------------------------------
3 Yes Fee Simple 544,578
4 Yes Fee Simple 655,587
-----------------------------------------------------------------------------------------------------
5 Yes Fee Simple 696,654 (Note 4)
5a Fee Simple 272,701
5b Fee Simple 272,642
5c Fee Simple 672,525
5d Fee Simple 151,311
-----------------------------------------------------------------------------------------------------
9 Yes Fee in Part, Leasehold in Part 149,902
14 Yes Fee Simple 393,902
15 Yes Fee Simple 389,260
17 No Leasehold 173,773
22 Yes Fee Simple 268,007
24 No Fee Simple 188,080
-----------------------------------------------------------------------------------------------------
25 Yes Fee Simple 204,936
25a Fee Simple 137,363
25b Fee Simple 53,573
25c Fee Simple 14,000
-----------------------------------------------------------------------------------------------------
26 Yes Fee Simple 329
27 Yes Fee Simple 425,325
28 Yes Fee Simple 264,895
33 Yes Fee Simple 242,105
36 No Fee Simple 145,694
37 Yes Fee Simple 308
38 Yes Fee Simple 94,769
41 Yes Fee Simple 138,735
43 Yes Fee Simple 271,950
45 Yes Fee Simple 194,558
47 Yes Fee Simple 100,539
48 Yes Fee Simple 267,021
50 Yes Fee Simple 171,124
51 Yes Fee Simple 207,807
52 Yes Fee Simple 92,302
53 Yes Fee Simple 119,168
58 Yes Fee Simple 146,948
59 Yes Fee Simple 59,987
62 Yes Fee Simple 115,569
64 Yes Fee Simple 77,666
65 Yes Fee Simple 132,375
66 Yes Fee Simple 122,750
67 Yes Fee Simple 84,195
68 Yes Fee Simple 147,524
69 Yes Fee Simple 45,695
70 Yes Fee Simple 147,451
73 Yes Fee Simple 139,900
75 No Fee Simple 114,140
78 Yes Fee Simple 216
80 Yes Fee Simple 162,280
-----------------------------------------------------------------------------------------------------
81 Yes Fee Simple 125,037
81a Fee Simple 65,037
81b Fee Simple 60,000
-----------------------------------------------------------------------------------------------------
83 Yes Fee Simple 106,688
86 Yes Fee Simple 101,360
87 Yes Fee Simple 146,052
88 Yes Fee Simple 69,256
89 Yes Fee Simple 47,162
91 Yes Fee Simple 251,227
-----------------------------------------------------------------------------------------------------
93 Yes Fee Simple 72,938
94 Yes Fee Simple 41,086
-----------------------------------------------------------------------------------------------------
96 Yes Fee Simple 288
97 Yes Fee Simple 215,417
98 Yes Fee Simple 131
99 No Fee Simple 98,580
100 Yes Fee Simple 114
101 Yes Fee Simple 63,247
102 Yes Fee Simple 66,224
103 Yes Fee Simple 98,727
104 Yes Fee Simple 151,000
105 Yes Fee Simple 151
106 Yes Fee Simple 188,926
108 Yes Fee Simple 80,000
109 Yes Fee Simple 46
112 Yes Fee Simple 67,933
113 Yes Fee Simple 38,893
115 Yes Fee Simple 102,910
116 Yes Fee Simple 90
118 Yes Fee Simple 221,643
120 Yes Fee Simple 85,030
121 Yes Fee Simple 66,561
122 Yes Fee Simple 92,667
124 Yes Fee Simple 151,779
-----------------------------------------------------------------------------------------------------
126 Yes Fee Simple 190,171
126a Fee Simple 67,002
126b Fee Simple 54,444
126c Fee Simple 68,725
-----------------------------------------------------------------------------------------------------
127 Yes Fee Simple 193,590
132 Yes Fee Simple 87,672
133 Yes Leasehold 79,302
139 Yes Fee Simple 55,600
143 No Fee Simple 70,000
146 Yes Fee Simple 78
148 Yes Fee Simple 58,020
149 Yes Fee Simple 82
151 Yes Fee Simple 24,604
152 Yes Fee Simple 91
153 Yes Fee Simple 61,122
154 Yes Fee Simple 45,128
157 Yes Fee Simple 90,000
158 No Leasehold 48,360
159 Yes Fee Simple 57,760
160 Yes Fee Simple 79,182
162 Yes Fee Simple 75,015
163 No Fee Simple 55,646
164 No Fee Simple 42,600
165 Yes Fee Simple 95
166 Yes Fee Simple 55,240
167 Yes Fee Simple 12,604
169 Yes Fee Simple 42,594
172 Yes Fee Simple 150,000
174 Yes Fee Simple 43,797
176 Yes Fee Simple 51,500
178 No Fee Simple 23,100
179 Yes Fee Simple 63,118
181 Yes Fee Simple 160
183 Yes Fee Simple 52,706
184 Yes Fee Simple 105,700
186 Yes Fee Simple 63,492
187 Yes Fee Simple 43,926
190 Yes Fee Simple 90,525
191 Yes Fee Simple 20,419
194 Yes Fee Simple 33,031
196 Yes Fee Simple 20,649
197 Yes Fee Simple 92
200 Yes Fee Simple 20,605
201 Yes Fee Simple 104
202 Yes Fee Simple 32,079
203 Yes Fee Simple 13,813
210 Yes Fee Simple 6,000
211 No Fee Simple 18,980
213 Yes Fee Simple 12,626
215 Yes Fee Simple 13,813
224 Yes Leasehold 17,580
Loan Number Property Size Type Lockbox (Yes/No)? Escrowed Annual Real Estate Taxes
------------------------------------------------------------------------------------------------------------------------------------
3 SF In-Place Hard, Springing Cash Management 0
4 SF In-Place Hard 0
------------------------------------------------------------------------------------------------------------------------------------
5 SF In-Place Hard Yes
5a SF
5b SF
5c SF
5d SF
------------------------------------------------------------------------------------------------------------------------------------
9 SF In Place Soft, Springing Hard 607,959
14 SF In-Place Hard 690,849
15 SF In-Place Hard, Springing Cash Management 0
17 SF Springing Soft 948,515
22 SF None 0
24 SF None 0
------------------------------------------------------------------------------------------------------------------------------------
25 SF Springing Hard Yes
25a SF 0
25b SF 0
25c SF 0
------------------------------------------------------------------------------------------------------------------------------------
26 Rooms None 386,661
27 SF In-Place Hard 359,273
28 SF Springing Hard 704,399
33 SF In-Place Hard 135,497
36 SF None 0
37 Units Springing Hard 527,144
38 SF Springing Hard 0
41 SF None 221,338
43 SF None 426,009
45 SF In-Place Hard 0
47 SF Springing Hard 176,754
48 SF Springing Hard 51,361
50 SF In-Place Hard 755,000
51 SF Springing Hard 350,829
52 SF None 490,794
53 SF Springing Hard 465,024
58 SF Springing Hard 0
59 SF Springing Hard 74,076
62 SF None 133,565
64 SF Springing Hard 115,829
65 SF None 182,940
66 SF Springing Hard 327,600
67 SF None 0
68 SF None 173,690
69 SF Springing Hard 0
70 SF Springing Hard 245,462
73 SF In-Place Hard 28,806
75 SF None 524,666
78 Rooms None 335,919
80 SF None 163,763
------------------------------------------------------------------------------------------------------------------------------------
81 SF Springing Hard Yes
81a SF 0
81b SF 0
------------------------------------------------------------------------------------------------------------------------------------
83 SF Springing Hard 276,299
86 SF None 349,865
87 SF None 103,668
88 SF None 124,738
89 SF None 29,159
91 SF In-Place Hard, Springing Cash Management 128,203
------------------------------------------------------------------------------------------------------------------------------------
93 SF None 193,773
94 SF None 75,256
------------------------------------------------------------------------------------------------------------------------------------
96 Units None 141,489
97 SF Springing Hard 115,789
98 Rooms None 176,800
99 SF None 260,182
100 Rooms None 86,070
101 SF Springing Hard 102,081
102 SF None 94,840
103 SF None 127,273
104 SF Springing Hard 179,071
105 Units None 88,443
106 SF None 212,551
108 SF Springing Hard 0
109 Rooms Springing Hard 145,019
112 SF None 0
113 SF None 89,485
115 SF Springing Hard 127,086
116 Rooms None 89,851
118 SF In-Place Hard 0
120 SF None 106,000
121 SF Springing Soft 99,671
122 SF In-Place Hard 87
124 SF None 139,251
------------------------------------------------------------------------------------------------------------------------------------
126 SF In-Place Hard Yes
126a SF
126b SF
126c SF
------------------------------------------------------------------------------------------------------------------------------------
127 SF In-Place Hard 0
132 SF In-Place Hard 145,449
133 SF None 125,984
139 SF None 0
143 SF Springing Hard 0
146 Rooms None 47,234
148 SF None 123,046
149 Units None 56,388
151 SF Springing Hard 118,574
152 Rooms Springing Hard 78,098
153 SF Springing Hard 65,341
154 SF None 76,761
157 SF Springing Hard 110,627
158 SF Springing Hard 136,824
159 SF None 122,572
160 SF None 90,484
162 SF None 101,728
163 SF Springing Hard 95,943
164 SF Springing Hard 0
165 Rooms None 63,369
166 SF Springing Hard 177,297
167 SF Springing Hard Yes
169 SF None 86,970
172 SF In-Place Hard 0
174 SF None 129,318
176 SF Springing Soft 79,661
178 SF None 25,661
179 SF None 0
181 Units None 81,629
183 SF In-Place Hard 68,647
184 SF None 0
186 SF None 112,965
187 SF Springing Hard 70,956
190 SF Springing Hard 129,841
191 SF None 36,797
194 SF None 54,523
196 SF Springing Hard 32,490
197 Rooms In Place Soft, Springing Hard 130,608
200 SF None 59,745
201 Pads None 11,296
202 SF None 122,147
203 SF None 0
210 SF Springing Hard 6,856
211 SF Springing Hard 0
213 SF None 85,380
215 SF None 0
224 SF Springing Hard 21,106
Escrowed
Escrowed Replacement Escrowed
Replacement Reserves TI/LC
Escrowed Reserves Current Reserves
Annual Initial Annual Initial
Loan Number Insurance Deposit Deposit Deposit
-----------------------------------------------------------------------------------------------------------------------------------
3 0 0 0 0
4 0 0 0 19,029,390
-----------------------------------------------------------------------------------------------------------------------------------
5 Yes 151,482 151,482 0
5a
5b
5c
5d
-----------------------------------------------------------------------------------------------------------------------------------
9 0 0 16,333 767,582
14 79,449 0 78,780 4,000,000
15 0 0 0 0
17 0 0 26,102 465,000
22 0 0 0 0
24 0 0 0 0
-----------------------------------------------------------------------------------------------------------------------------------
25 0 0 0 0
25a 0 0 0
25b 0 0 0
25c 0 0 0
-----------------------------------------------------------------------------------------------------------------------------------
26 108,378 1,750,000.00 4% of Gross Revenues NAP
27 0 0 0 0
28 86,000 0 26,489 1,268,792
33 0 0 0 0
36 0 0 0 0
37 95,692 0 82,800 NAP
38 0 0 0 0
41 118,019 0 27,747 0
43 0 0 0 0
45 41,957 0 0 0
47 0 0 20,108 750,000
48 53,361 150,000 83,711 0
50 25,332 0 34,225 2,200,750
51 0 0 41,685 1,170,011
52 24,731 0 20,306 0
53 0 0 36,946 0
58 0 0 0 NAP
59 0 0 14,034 55,575
62 0 0 10,401 0
64 19,765 0 0 0
65 0 0 0 0
66 31,839 0 12,275 0
67 0 0 0 0
68 56,676 0 22,129 0
69 0 0 6,854 0
70 230,230 0 22,118 0
73 32,241 0 27,980 1,050,000
75 20,855 0 35,382 0
78 277,072 0 4% of Gross Revenues NAP
80 43,589 0 17,851 0
-----------------------------------------------------------------------------------------------------------------------------------
81 Yes 0 30,096 0
81a 0 0 0
81b 0 0 0
-----------------------------------------------------------------------------------------------------------------------------------
83 0 0 0 0
86 0 0 17,231 0
87 38,892 0 26,289 50,000.00 (LOC)
88 10,683 0 6,926 0
89 20,188 0 0 100,000
91 83,921 0 25,123.00 50,000
-----------------------------------------------------------------------------------------------------------------------------------
93 23,007 0 14,588 0
94 10,890 0 8,312 0
-----------------------------------------------------------------------------------------------------------------------------------
96 0 0 0 NAP
97 37,679 0 33,860 0
98 0 0 $142,035 for the first 12 mos;
4% of Gross Revenues there NAP
99 0 0 90,694 0
100 35,176 0 4% of Gross Revenues NAP
101 33,932 0 0 0
102 12,136 0 12,964 760,000
103 20,295 0 11,103 NAP
104 0 0 15,100 0
105 46,087 0 37,750 NAP
106 17,098 0 18,989 0
108 0 0 12,000 0
109 34,864 0 $85,478.40 for the first 12 mos;
4% of Gross Revenues thereafter NAP
112 0 0 10,190 0
113 8,800 0 4,672 0
115 30,615 0 21,611 0
116 0 0 $117,920.04 for the first 12 months;
4% of Gross Revenues thereafer NAP
118 0 0 28,814 0
120 26,470 0 21,258 0
121 6,827 0 20,634 0
122 8,763 0 9,267 50,000
124 33,570 0 44,016 0
-----------------------------------------------------------------------------------------------------------------------------------
126 0 0 38,040 0
126a
126b
126c
-----------------------------------------------------------------------------------------------------------------------------------
127 0 0 29,040 0
132 10,826 100,000 0 500,000
133 13,570 0 26,964 0
139 0 0 0 0
143 0 0 0 0
146 20,447 0 4% of Gross Revenues NAP
148 21,096 0 11,604 0
149 21,681 0 22,878 NAP
151 9,855 0 3,691 0
152 18,460 0 100,555 NAP
153 19,728 0 9,168 0
154 9,770 0 8,876 0
157 15,600 0 9,000 0
158 8,907 0 7,254 0
159 15,686 0 10,397 0
160 17,185 0 15,836 0
162 25,971 0 14,792 175,000
163 12,394 0 8,347 0
164 4,276 0 0 0
165 20,447 0 4% of Gross Revenues NAP
166 11,250 0 8,286 0
167 Yes 0 1,891 0
169 10,619 0 8,519 100,000
172 0 0 0 ($15,000 from 6/11/10-5/11/15) 0
174 14,174 0 8,759 0
176 19,670 0 7,725 0
178 9,088 0 4,851 0
179 0 0 0 0
181 0 0 0 NAP
183 24,424 0 10,541 0
184 0 0 10,570 0
186 31,552 0 6,349 NAP
187 18,405 0 11,860 0
190 0 0 16,782 0
191 6,065 0 3,063 0
194 9,844 0 6,276 0
196 3,070 0 2,100 0
197 0 260,000 4% of Gross Revenues NAP
200 4,353 0 3,091 0
201 5,875 10,000 0 NAP
202 0 0 10,265 150,000
203 0 0 0 0
210 3,861 0 2,700 0
211 1,351 0 0 0
213 6,954 0 3,024 0
215 0 0 0 0
224 0 0 3,516 0
Loan Number Escrowed TI/LC Reserves Current Annual Deposit
-----------------------------------------------------------------------------------------------------------------
3 0
4 0
-----------------------------------------------------------------------------------------------------------------
5 900,000
5a
5b
5c
5d
-----------------------------------------------------------------------------------------------------------------
9 0
14 0 ($200,012.04 starting 8/11/06 & thereafter)
15 0
17 0
22 0
24 0
-----------------------------------------------------------------------------------------------------------------
25 0
25a 0
25b 0
25c 0
-----------------------------------------------------------------------------------------------------------------
26 NAP
27 0
28 458,956
33 0
36 0
37 NAP
38 0
41 208,101
43 0
45 0
47 0
48 133,510
50 239,574
51 36,000
52 138,453
53 0
58 NAP
59 0
62 53,174
64 0
65 0
66 52,454
67 0
68 66,386
69 0
70 50,000
73 305,000.04 (07/11/05-06/11/06); 275,000.04 (07/11/06-06/11/08)
75 50,000
78 NAP
80 121,710
-----------------------------------------------------------------------------------------------------------------
81 112,164
81a
81b
-----------------------------------------------------------------------------------------------------------------
83 0
86 0
87 0
88 0
89 47,162
91 25,000 (7/11/05-6/11/06), 50,000 (7/11/06-6/11/08)
-----------------------------------------------------------------------------------------------------------------
93 65,646
94 37,402
-----------------------------------------------------------------------------------------------------------------
96 NAP
97 112,866
98 NAP
99 14,787
100 NAP
101 0
102 97,230
103 NAP
104 0
105 NAP
106 56,546
108 35,300
109 NAP
112 0
113 20,600
115 0
116 NAP
118 42,112
120 56,120
121 99,842
122 48,187
124 75,000
-----------------------------------------------------------------------------------------------------------------
126 174,828
126a
126b
126c
-----------------------------------------------------------------------------------------------------------------
127 34,848
132 0
133 88,740
139 0
143 0 ($36,917 from 1/11/10-7/11/16)
146 NAP
148 87,030
149 NAP
151 0
152 NAP
153 0
154 64,348
157 0
158 0
159 78,554
160 79,182
162 0
163 0
164 0
165 NAP
166 80,666
167 10,713
169 42,594
172 0
174 43,798
176 33,990
178 11,667
179 0
181 NAP
183 46,986
184 19,823
186 NAP
187 50,617
190 36,210
191 13,578
194 22,500
196 0
197 NAP
200 17,514
201 NAP
202 0
203 0
210 7,500
211 0
213 13,334
215 0
224 10,196
Initial
Deferred Initial
Maintenance Environmental
Loan Number Deposit Deposit Holdback Reserve
---------------------------------------------------------------------------------------------------------------------------
3 0 0
4 2,274,875 0
---------------------------------------------------------------------------------------------------------------------------
5 0 0
5a
5b
5c
5d
---------------------------------------------------------------------------------------------------------------------------
9 0 0
14 91,526 0
15 0 0
17 0 0
22 0 0
24 0 0
---------------------------------------------------------------------------------------------------------------------------
25 0 0
25a 0 0
25b 0 0
25c 0 0
---------------------------------------------------------------------------------------------------------------------------
26 0 0
27 30,625 0
28 4,350 0
33 0 0
36 0 0
37 0 0
38 0 0
41 0 0 378,749
43 0 0
45 200,000 0
47 0 0
48 0 0
50 0 0
51 0 0
52 21,363 0 1,511,000
53 0 0
58 0 0
59 0 100,000
62 0 0
64 0 0
65 29,706 3,250
66 0 0
67 0 0
68 0 0
69 0 0
70 0 0
73 0 0
75 40,495 0 450,000
78 313,605 0
80 0 0
---------------------------------------------------------------------------------------------------------------------------
81 9,063 1,900,000
81a 0
81b 0
---------------------------------------------------------------------------------------------------------------------------
83 0 0
86 0 0
87 5,000 825,000
88 0 0
89 0 0 1,225,000
91 26,500 0
---------------------------------------------------------------------------------------------------------------------------
93 25,000 0 100,000
94 0 0
---------------------------------------------------------------------------------------------------------------------------
96 699,257 0
97 31,250 0
98 0 0
99 17,025 0 550,000
100 7,375 0
101 71,500 0
102 6,250 0
103 0 0
104 0 0
105 1,875 0
106 0 0
108 0 0
109 7,438 0
112 0 0
113 39,325 0 1,150,000
115 739,444 0
116 31,250 0
118 36,875 0
120 44,912 0
121 60,556
122 0 0
124 0 0
---------------------------------------------------------------------------------------------------------------------------
126 63,820 828,000
126a
126b
126c
---------------------------------------------------------------------------------------------------------------------------
127 0 0
132 16,144 0
133 8,063 75,000
139 0 0
143 0 0
146 0 0
148 0 0
149 0 0
151 0 0
152 0 0
153 0 0
154 0 0
157 121,188 0
158 0 0
159 0
160 913 0
162 55,625
163 0 0
164 0 0
165 2,500 0
166 0 0
167 0 0
169 0 0 235,000
172 169,875 0
174 0 0 253,000
176 0 0
178 0 0
179 0 0
181 395,494 0
183 62,000 18,750
184 0 0
186 0 1,250
187 0 0
190 0 0
191 42,000 200,000
194 0 0
196 0 0
197 10,656
200 0 0
201 20,625 0
202 0 0
203 0 0
210 8,750
211 0 0
213 21,500 0
215 0 0
224 0 0
Loan Number LOC Environmental Insurance Policy
------------------------------------------------------------------------------------------------------------------------------------
3
4
------------------------------------------------------------------------------------------------------------------------------------
5
5a
5b
5c
5d
------------------------------------------------------------------------------------------------------------------------------------
9
14
15
17
22
24
------------------------------------------------------------------------------------------------------------------------------------
25
25a
25b
25c
------------------------------------------------------------------------------------------------------------------------------------
26
27
28
33
36
37
38
41
43
45
47 Yes, $750,000 LOC for TI/LC
48
50
51 Yes, LOCs totaling $681,228 for tenant security deposit
52
53
58
59 Yes, pollution liability policy
62
64
65
66
67 Yes, two LOCs for tenant gap rent (Shoprite $146,026.66;
Radio Shack $27,926.50)
68
69
70
73
75
78
80
------------------------------------------------------------------------------------------------------------------------------------
81
81a
81b
------------------------------------------------------------------------------------------------------------------------------------
83
86 Yes, $1,000,000 LOC for Tenant holdback
87 Yes, $50,000 LOC for TI/LC
88
89
91
------------------------------------------------------------------------------------------------------------------------------------
93
94
------------------------------------------------------------------------------------------------------------------------------------
96
97
98
99
100
101
102
103
104
105
106
108
109
112 Yes, Underground Storage Tank Liability provided
by Giant for fuel station
113
115
116
118
120
121
122
124
------------------------------------------------------------------------------------------------------------------------------------
126
126a
126b
126c
------------------------------------------------------------------------------------------------------------------------------------
127
132
133
139 Yes, Underground Storage Tank Liability
provided by Giant for fuel station
143
146
148
149
151
152
153
154
157
158
159
160
162
163
164
165
166
167
169
172
174
176
178
179
181
183
184
186
187
190
191
194
196
197
200
201
202
203
210
211
213
215
224
A-1
