EXECUTION COPY
CGMRC MORTGAGE LOAN PURCHASE AGREEMENT
THIS MORTGAGE LOAN PURCHASE AGREEMENT (this "Agreement") is dated as
of July 25, 2007, between CITIGROUP GLOBAL MARKETS REALTY CORP., as seller (the
"Seller"), and CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. ("CCMSI"), as
purchaser (the "Purchaser").
The Seller intends to sell, and the Purchaser intends to purchase,
certain multifamily, commercial and/or manufactured housing community 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"), to be dated as of July 1, 2007, among CCMSI, as depositor, Midland
Loan Services, Inc., Wachovia Bank, National Association and Capmark Finance
Inc., as master servicers (each, a "Master Servicer" and, together, the "Master
Servicers"), CWCapital Asset Management LLC, as special servicer (the "Special
Servicer"), Xxxxx Fargo Bank, National Association, as trustee (the "Trustee")
and LaSalle Bank National Association, as certificate administrator (the
"Certificate Administrator"). Capitalized terms used herein (including the
schedules attached hereto) but not defined herein (or in such schedules) have
the respective meanings set forth in the Pooling and Servicing Agreement.
CCMSI intends to sell certain Classes of the Certificates (the
"Publicly Offered Certificates") to Citigroup Global Markets Inc. ("CGMI"), PNC
Capital Markets LLC, Banc of America Securities LLC, Xxxxxx Brothers Inc. and
Capmark Securities Inc. (collectively, the "Dealers"), pursuant to an
underwriting agreement dated as of the date hereof (the "Underwriting
Agreement"), between CCMSI and the Dealers. The Publicly Offered Certificates
are more particularly described in a prospectus supplement dated July 25, 2007
(the "Prospectus Supplement") and the accompanying base prospectus dated July 9,
2007 (the "Base Prospectus" and, together with the Prospectus Supplement, the
"Prospectus").
CCMSI further intends to sell the remaining Classes of the
Certificates (the "Privately Offered Certificates") to CGMI, pursuant to a
certificate purchase agreement dated as of the date hereof (the "Certificate
Purchase Agreement"), between CCMSI and CGMI. The Privately Offered Certificates
are more particularly described in an offering memorandum dated July 25, 2007
(the "Memorandum").
Certain Classes of the Certificates will be assigned ratings by
Fitch, Inc., Xxxxx'x Investors Service, Inc. and/or Standard & Poor's Rating
Services, a division of The XxXxxx-Xxxx Companies, Inc. (together, the "Rating
Agencies").
In connection with its sale of the Mortgage Loans, the Seller shall
enter into an indemnification agreement dated as of the date hereof (the
"Indemnification Agreement"), between the Seller, CCMSI and the Dealers.
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase.
The Seller agrees to sell, and the Purchaser agrees to purchase, the
Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan
Schedule may be amended to reflect the actual Mortgage Loans delivered to the
Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have
an aggregate principal balance as of the close of business on the Cut-off Date
(the "Initial Aggregate Mortgage Loan Balance") of $1,880,640,687 (subject to a
variance of plus or minus 5.0%), after giving effect to any payments due on or
before such date, whether or not such payments are received. The Initial
Aggregate 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 "Initial Pool Balance")
of $4,756,049,404 (subject to a variance of plus or minus 5.0%). The purchase
and sale of the Mortgage Loans shall take place on July 31, 2007 or such other
date as shall be mutually acceptable to the parties to this Agreement (the
"Closing Date"). The consideration (the "Aggregate Purchase Price") for the
Mortgage Loans shall consist of a cash amount, payable in immediately available
funds, as reflected on the settlement statement agreed to by the Seller and the
Purchaser, which amount shall include interest accrued on the Mortgage Loans for
the period from and including the Cut-off Date up to but not including the
Closing Date.
The Aggregate Purchase Price shall be paid to the Seller or its
designee by wire transfer in immediately available funds on the Closing Date.
The Seller hereby irrevocably directs the Purchaser to deliver to and deposit
with the Certificate Administrator or the applicable Master Servicer, as
appropriate in accordance with the Pooling and Servicing Agreement, that portion
of the Aggregate Purchase Price equal to the sum of the Initial Deposits for any
and all Mortgage Loans that constitute Initial Deposit Trust Mortgage Loans.
SECTION 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt by
the Seller or its designee of the Aggregate Purchase Price and satisfaction or
waiver of the other conditions to closing that are for the benefit of the
Seller, the Seller does hereby sell, transfer, assign, set over and otherwise
convey to the Purchaser, without recourse (except as set forth in this
Agreement), all the right, title and interest of the Seller in and to the
Mortgage Loans identified on the Mortgage Loan Schedule as of such date, on a
servicing-released basis, together with all of the Seller's right, title and
interest in and to the proceeds of any related title, hazard, primary mortgage
or other insurance and any escrow, reserve or comparable accounts related to the
Mortgage Loans, subject, in the case of any Mortgage Loan that is part of a Loan
Combination, to the rights of the holder(s) of any other mortgage loan(s) in the
related Loan Combination in
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such proceeds and reserve or comparable accounts, and further subject to the
understanding that the Seller will sell certain servicing rights to the
applicable Master Servicer pursuant to that certain Servicing Rights Purchase
Agreement, dated as of the Closing Date, between such Master Servicer and the
Seller, and may require that a particular primary servicer remain in place with
respect to any or all of the Mortgage Loans.
(b) The Purchaser or its assignee shall be entitled to receive all
scheduled payments of principal and interest due after the Cut-off Date, and all
other recoveries of principal and interest collected after the Cut-off Date
(other than in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date). All scheduled payments of principal and interest due
on or before the Cut-off Date but collected after the Cut-off Date, and
recoveries of principal and interest collected on or before the Cut-off Date
(only in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date and principal prepayments thereon), shall belong to, and
shall be promptly remitted to, the Seller.
(c) No later than the Closing Date, the Seller shall, on behalf of
the Purchaser, deliver or cause to be delivered to the Trustee (with a copy
(except in the case of any letter of credit referred to in clause (xi)(D) below)
to the applicable Master Servicer and the Special Servicer within ten (10)
Business Days after the Closing Date) the documents and instruments specified
below under clauses (i), (ii), (vii), (ix)(A) and (xi)(D) and shall, not later
than the date that is 30 days after the Closing Date, deliver or cause to be
delivered to the Trustee (with a copy to the applicable Master Servicer) the
remaining documents and instruments specified below, in each case with respect
to each Mortgage Loan that is a Serviced Trust Mortgage Loan (the documents and
instruments specified below, collectively, the "Mortgage File"). The Mortgage
File for each Mortgage Loan that is a Serviced Trust Mortgage Loan shall contain
the following documents:
(i) (A) 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 "Xxxxx Fargo Bank, National Association, as
trustee for the registered holders of Citigroup Commercial Mortgage Trust
2007-C6, Commercial Mortgage Pass-Through Certificates, Series 2007-C6",
or in blank (or a lost note affidavit and indemnity with a copy of such
Mortgage Note attached thereto), and (B) if the subject Mortgage Loan is
part of a Serviced Loan Combination, a copy of the executed Mortgage Note
for each related Serviced Non-Trust Mortgage Loan;
(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
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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 subject Mortgage Loan
otherwise included in the Mortgage File, in favor of "Xxxxx Fargo Bank,
National Association, as trustee for the registered holders of Citigroup
Commercial Mortgage Trust 2007-C6, Commercial Mortgage Pass-Through
Certificates, Series 2007-C6" (and, if the subject Mortgage Loan is part
of a Serviced Loan Combination, also on behalf of the related Serviced
Non-Trust Mortgage Loan Noteholder(s)), or in blank;
(v) an original assignment of all unrecorded documents
relating to the subject Mortgage Loan (to the extent not already covered
by the assignment to be delivered pursuant to clause (iv) above), in favor
of "Xxxxx Fargo Bank, National Association, as trustee for the registered
holders of Citigroup Commercial Mortgage Trust 2007-C6, Commercial
Mortgage Pass-Through Certificates, Series 2007-C6" (and, if the subject
Mortgage Loan is part of a Serviced Loan Combination, also on behalf of
the related Serviced Non-Trust Mortgage 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 subject Mortgage Loan has been assumed or
consolidated;
(vii) the original or a copy of the policy or certificate of
lender's title insurance or, if such policy has not been issued or
located, an original or copy of an irrevocable, binding commitment (which
may be a pro forma policy or specimen version of, or a marked commitment
for, the policy that has been executed by an authorized representative of
the title company or an agreement to provide the same pursuant to binding
escrow instructions executed by an authorized representative of the title
company) to issue such title insurance policy;
(viii) any filed copies (bearing evidence of filing) or other
evidence of filing reasonably satisfactory to the Purchaser of any prior
UCC Financing Statements in favor of the originator of the subject
Mortgage Loan or in favor of any assignee prior to the Trustee (but only
to the extent the Seller had possession of such UCC Financing Statements
when it was to deliver the subject Mortgage File on or prior to the
Closing Date), unless not yet returned by the applicable filing office;
and, if there is an effective UCC Financing 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 "Xxxxx Fargo Bank, National Association,
as trustee for the registered holders of Citigroup Commercial Mortgage
Trust 2007-C6, Commercial Mortgage Pass-Through Certificates, Series
2007-C6" (and, if the subject Mortgage Loan is part of a Serviced Loan
Combination, also on behalf of the related Serviced Non-Trust Mortgage
Loan Noteholder(s)), as assignee, or in blank;
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(ix) an original or a copy of any (A) Ground Lease and
ground lessor estoppel, (B) loan guaranty or indemnity, (C) lender's
environmental insurance policy or (D) lease enhancement policy;
(x) any intercreditor, co-lender or similar agreement
relating to permitted debt of the Mortgagor and any intercreditor
agreement relating to mezzanine debt related to the Mortgagor; and
(xi) copies of any (A) loan agreement, (B) escrow
agreement, (C) security agreement or (D) letter of credit relating to a
Trust Mortgage Loan (with the original of any such letter of credit to be
delivered to the applicable Master Servicer).
No later than the Closing Date, the Seller shall, on behalf of the
Purchaser, deliver or cause to be delivered to the Trustee the documents and
instruments specified below with respect to each of the Mortgage Loans that are
Outside Serviced Trust Mortgage Loans (with respect to each such Mortgage Loan,
the documents and instruments specified below, collectively, the "Mortgage
File"). The Mortgage File for each Mortgage Loan that is an Outside Serviced
Trust Mortgage Loan shall contain the following documents:
(x) the original executed Mortgage Note for the subject
Mortgage Loan 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 "Xxxxx
Fargo Bank, National Association, as trustee for the registered holders of
Citigroup Commercial Mortgage Trust 2007-C6, Commercial Mortgage
Pass-Through Certificates, Series 2007-C6" or in blank, (or a lost note
affidavit and indemnity with a copy of such Mortgage Note attached
thereto);
(y) an executed copy of the related Co-Lender Agreement;
and
(z) an executed copy of the related Outside Servicing
Agreement (or, if not delivered on the Closing Date, within five (5)
Business Days of such Outside Servicing Agreement being duly delivered and
becoming effective).
The Seller hereby further represents and warrants that with respect
to the Outside Serviced Trust Mortgage Loans, it has delivered to the Outside
Trustee the documents constituting the "mortgage file" within the meaning of the
related Outside Servicing Agreement in connection with its sale of one or more
of the related Non-Trust Mortgage Loans to the depositor for the commercial
mortgage securitization transaction to which such Outside Servicing Agreement
relates.
The foregoing document delivery requirement shall be subject to
Section 2.01(c) of the Pooling and Servicing Agreement.
With respect to any cross-collateralized and cross-defaulted
Mortgage Loans, the existence in the Mortgage File for any such Crossed Loan of
any document required to be included therein shall be sufficient to satisfy the
requirements of this Agreement for delivery of such document as a part of the
Mortgage File for the other Crossed Loan(s) in the subject
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Crossed Group, to the extent that such document is also required to be part of
the Mortgage File for such other Crossed Loan(s) in the subject Crossed Group.
References in this Agreement to "Document Defect" mean that any
document constituting part of the Mortgage File for any Mortgage Loan has not
been properly executed, is missing (beyond the time period required for its
delivery hereunder), contains information that does not conform in any material
respect with the corresponding information set forth in the Mortgage Loan
Schedule or does not appear regular on its face.
(d) The Seller, at its own cost and expense, shall retain an
independent third party (the "Recording/Filing Agent") that shall, as to each
Mortgage Loan (other than Outside Serviced Trust Mortgage Loans), promptly (and
in any event, as to any such Mortgage Loan, within 90 days following the later
of (i) the Closing Date and (ii) the delivery of the related Mortgage(s),
Assignment(s) of Leases, recordable documents and UCC Financing Statements to
the Trustee) complete (if and to the extent necessary) and cause to be submitted
for recording or filing, as the case may be, in favor of the Trustee in the
appropriate public office for real property records or UCC Financing Statements,
as appropriate, each assignment of Mortgage, assignment of Assignment of Leases
and assignment of any other recordable documents relating to each such Mortgage
Loan, referred to in Sections 2(c)(iv)(A), (B) and (C) and each assignment of a
UCC Financing Statement in favor of the Trustee and so delivered to the Trustee
and referred to in Section 2(c)(viii). The Seller shall cause the recorded
original of each such assignment of recordable documents to be delivered to the
Trustee or its designee following recording, and shall cause the file copy of
each such UCC Financing Statement to be delivered to the Trustee or its designee
following filing; provided that in those instances where the public recording
office retains the original assignment of Mortgage or assignment of Assignment
of Leases, the Seller or the Recording/Filing Agent shall obtain therefrom a
copy of the recorded original, which shall be delivered to the Trustee or its
designee. If any such document or instrument is lost or returned unrecorded or
unfiled, as the case may be, because of a defect therein, the Seller shall
promptly prepare or cause to be prepared a substitute therefor or cure such
defect, as the case may be, and thereafter cause the same to be duly recorded or
filed, as appropriate. The Seller shall be responsible for the out-of-pocket
costs and expenses of the Purchaser, any party to the Pooling and Servicing
Agreement, the Recording/Filing Agent and itself in connection with its
performance of the recording, filing and delivery obligations contemplated
above.
(e) The Seller shall deliver or cause to be delivered to the
applicable Master Servicer or such Master Servicer's designee: (i) within ten
(10) days after the Closing Date, all documents and records in the Seller's
possession (except draft documents, attorney-client privileged communications
and internal correspondence, credit underwriting or due diligence analyses,
credit committee briefs or memoranda or other internal approval documents or
data or internal worksheets, memoranda, communications or evaluations and other
underwriting analysis of the Seller) relating to, and necessary for the
servicing and administration of, each Mortgage Loan (other than an Outside
Serviced Trust Mortgage Loan) and that are not required to be part of the
Mortgage File in accordance with the definition thereof (including, without
limitation, any original letters of credit relating to any Mortgage Loan); and
(ii) within two (2) Business Days after the Closing Date, any and all escrow
amounts and reserve amounts in the Seller's possession or under its control that
relate to the Mortgage Loans (other than an Outside Serviced Trust Mortgage
Loan).
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(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 (other than an
Outside Serviced Trust Mortgage Loan). Without limiting the generality of the
foregoing, if a draw upon any such letter of credit is required before its
transfer to the Trust Fund can be completed, the Seller shall draw upon such
letter of credit for the benefit of the Trust pursuant to written instructions
from the applicable Master Servicer.
(g) After the Seller's transfer of the Mortgage Loans to or at the
direction of the Purchaser, the Seller shall not take any action to suggest that
the Purchaser is not the legal owner of the Mortgage Loans.
SECTION 3. Representations, Warranties and Covenants of Seller.
(a) The Seller hereby represents and warrants to and covenants
with the Purchaser, as of the date hereof, that:
(i) The Seller is a corporation organized and validly
existing and in good standing under the laws of the State of New York and
possesses all requisite authority, power, licenses, permits and franchises
to carry on its business as currently conducted by it and to execute,
deliver and comply with its obligations under the terms of this Agreement;
(ii) This Agreement has been duly and validly authorized,
executed and delivered by the Seller and, assuming due authorization,
execution and delivery hereof by the Purchaser, constitutes a legal, valid
and binding obligation of the Seller, enforceable against the Seller in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, receivership, moratorium and other
laws affecting the enforcement of creditors' rights in general and by
general equity principles (regardless of whether such enforcement is
considered in a proceeding in equity or at law), and by public policy
considerations underlying the securities laws, to the extent that such
public policy considerations limit the enforceability of the provisions of
this Agreement which purport to provide indemnification from liabilities
under applicable securities laws;
(iii) The execution and delivery of this Agreement by the
Seller and the Seller's performance and compliance with the terms of this
Agreement will not (A) violate the Seller's organizational documents, (B)
violate any law or regulation or any administrative decree or order to
which it is subject or (C) constitute a material default (or an event
which, with notice or lapse of time, or both, would constitute a material
default) under, or result in the breach of, any material contract,
agreement or other instrument to which the Seller is a party or by which
the Seller is bound, which violation, default or breach, in the case of
either clause (iii)(B) or (iii)(C) might have consequences that would, in
the Seller's reasonable and good faith judgment, materially and adversely
affect the financial condition or the operations of the Seller or its
properties (taken as a whole) or have consequences that would materially
and adversely affect its performance hereunder;
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(iv) The Seller is not in default with respect to any order
or decree of any court or any order, regulation or demand of any federal,
state, municipal or other governmental agency or body, which default might
have consequences that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the financial condition or the
operations of the Seller or its properties (taken as a whole) or have
consequences that would materially and adversely affect its performance
hereunder;
(v) The Seller is not a party to or bound by any agreement
or instrument or subject to any 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 involving the
Seller contemplated by this Agreement except as have previously been
obtained, and no bulk sale law applies to such transactions;
(vii) No litigation is pending or, to the Seller's
knowledge, threatened against the Seller that would, in the Seller's good
faith and reasonable judgment, prohibit its entering into this Agreement
or materially and adversely affect the performance by the Seller of its
obligations under this Agreement; and
(viii) For purposes of accounting under generally accepted
accounting principles ("GAAP"), and for federal income tax purposes, the
Seller will report the transfer of the Mortgage Loans to the Purchaser as
a sale of the Mortgage Loans to the Purchaser in exchange for
consideration contemplated by this Agreement. The consideration received
by the Seller upon the sale of the Mortgage Loans to the Purchaser will
constitute at least reasonably equivalent value and fair consideration for
the Mortgage Loans. The Seller will be solvent at all relevant times prior
to, and will not be rendered insolvent by, the sale of the Mortgage Loans
to the Purchaser. The Seller is not transferring the Mortgage Loans to the
Purchaser with any intent to hinder, delay or defraud any of the creditors
of the Seller or on account of an antecedent debt.
(b) The Seller hereby makes, on the date hereof and on the Closing
Date, the representations and warranties contained in Schedule I and Schedule II
hereto with respect to each Mortgage Loan, for the benefit of the Purchaser,
which representations and warranties are subject to the exceptions set forth on
Schedules III and IV. References in this Agreement to "Breach" mean a breach of
any such representations and warranties made pursuant to this Section 3(b) with
respect to any Mortgage Loan.
(c) If the Seller receives, pursuant to Section 2.03(a) of the
Pooling and Servicing Agreement, written notice of a Document Defect or a Breach
relating to a Mortgage Loan, and if such Document Defect or Breach shall
materially and adversely affect the value of
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the applicable Mortgage Loan or the interests of the Certificateholders therein,
then the Seller shall, not later than ninety (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 ninety (90) days from any party to the
Pooling and Servicing Agreement discovering such Document Defect or Breach,
provided the Seller receives such notice in a timely manner), cure such Document
Defect or Breach, as the case may be, in all material respects, or, if such
Document Defect or Breach (other than omissions solely due to a document not
having been returned by the related recording office) cannot be cured within
such 90-day period, (i) repurchase the affected Mortgage Loan at the applicable
Purchase Price not later than the end of such 90-day period, or (ii) substitute
a 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 applicable Master Servicer for
deposit into its Collection Account, any Substitution Shortfall Amount in
connection therewith; provided that, if a Document Defect or Breach is capable
of being cured but not within such 90-day period and the Seller has commenced
and is diligently proceeding with the cure of such Document Defect or Breach
within such 90-day period, then unless such Document Defect or Breach would
cause the Mortgage Loan not to be a Qualified Mortgage, such Seller shall have
an additional 90 days to complete such cure (or, failing such cure, to
repurchase or substitute for the related Mortgage Loan); and provided, further,
that with respect to such additional 90-day period the Seller shall have
delivered an officer's certificate to the Trustee setting forth what actions the
Seller is pursuing in connection with the cure thereof and stating that the
Seller anticipates that such Document Defect or Breach will be cured within the
additional 90-day period; and provided, further, that if the cure of any
Document Defect or Breach would require an expenditure on the part of the Seller
in excess of $10,000, then the Seller may, at its option, within the time period
provided above, elect to purchase or replace the affected Mortgage Loan in
accordance with this Section 3 without attempting to cure such Document Defect
or Breach, as the case may be. For a period of two years from the Closing Date,
so long as there remains any Mortgage File relating to a Mortgage Loan as to
which there is an uncured Document Defect that materially and adversely affects
the value of the applicable Mortgage Loan or the interests of the
Certificateholders therein, the Seller shall provide the officer's certificate
to the Trustee described above as to the reasons such Document Defect remains
uncured and as to the actions being taken to pursue cure.
No substitution of a Qualified Substitute Mortgage Loan or Qualified
Substitute Mortgage Loans may be made in any calendar month after the
Determination Date in such month. Periodic Payments due with respect to any
Qualified Substitute Mortgage Loan after the related due date in the month of
substitution shall be part of the Trust Fund, and Periodic Payments received
with respect to the replaced Mortgage Loan or a repurchased Mortgage Loan after
the related date of substitution or repurchase, as the case may be, shall belong
to the Seller. Periodic Payments due with respect to any Qualified Substitute
Mortgage Loan on or prior to the related due date in the month of substitution
shall not be part of the Trust Fund and shall be remitted to the Seller promptly
following receipt, and Periodic Payments received with respect to the replaced
Mortgage Loan or a repurchased Mortgage Loan up to and including the related
date of substitution or repurchase, as the case may be, shall belong to the
Trust Fund.
(d) If (i) any Mortgage Loan is required to be repurchased or
substituted for in the manner described above, (ii) such Mortgage Loan is a
Crossed Loan, and (iii) the applicable
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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 above,
unless: (x) such other Crossed Loans in such Crossed Group satisfy the Crossed
Loan Repurchase Criteria; (y) the Seller (at its expense) shall have furnished
the Trustee with an Opinion of Counsel to the effect that the repurchase of or
substitution for the affected Crossed Loan only, including, without limitation,
any modification required with respect to such repurchase or substitution, shall
not cause an Adverse REMIC Event; and (z) the repurchase of or substitution for
the affected Crossed Loan only shall satisfy all other criteria for repurchase
or substitution, as applicable, of Mortgage Loans set forth herein or in the
Pooling and Servicing Agreement. If the conditions set forth in clauses (x), (y)
and (z) of the prior sentence are satisfied, the Seller may elect either to
repurchase or substitute for only the affected Crossed Loan as to which the
related Document Defect or Breach exists or to repurchase or substitute for all
of the Crossed Loans in the related Crossed Group. The Seller shall be
responsible for the cost of any Appraisal required to be obtained by the
applicable Master Servicer to determine if the Crossed Loan Repurchase Criteria
have been satisfied, so long as the scope and cost of such Appraisal has been
approved by the Seller (such approval not to be unreasonably withheld). To the
extent that the Seller is required to purchase or substitute for a Crossed Loan
hereunder in the manner prescribed above while the Purchaser continues to hold
any other Crossed Loans in such Crossed Group, neither the Seller nor the
Purchaser shall enforce any remedies against the other's Primary Collateral, but
each is permitted to exercise remedies against the Primary Collateral securing
its respective Crossed Loans, including, with respect to the Purchaser, the
Primary Collateral securing the Crossed Loans still held by the Purchaser, so
long as such exercise does not materially impair the ability of the other party
to exercise its remedies against its Primary Collateral.
If the exercise of remedies by one party would materially impair the
ability of the other party to exercise its remedies with respect to the Primary
Collateral securing the Crossed Loans held by such party, then the Seller and
the Purchaser shall forbear from exercising such remedies until the Mortgage
Loan documents evidencing and securing the relevant Crossed Loans can be
modified in a manner that complies with this Agreement to remove the threat of
material impairment as a result of the exercise of remedies or some other
accommodation can be reached. Any reserve or other cash collateral or letters of
credit securing the Crossed Loans shall be allocated between such Crossed Loans
in accordance with the Mortgage Loan documents or, if not specified in the
related Mortgage Loan documents, on a pro rata basis based upon their
outstanding Stated Principal Balances. Notwithstanding the foregoing, if a
Crossed Loan included in the Trust Fund is modified to terminate the related
cross-collateralization and/or cross-default provisions, as a condition to such
modification, the Seller shall furnish to the Trustee an Opinion of Counsel that
such modification shall not cause an Adverse REMIC Event. Any expenses incurred
by the Purchaser in connection with such modification or accommodation
(including but not limited to recoverable attorney fees) shall be paid by the
Seller.
Notwithstanding any of the foregoing provisions of this Section
3(d), if there is a Document Defect or Breach (which Document Defect or Breach
shall materially and adversely affect the value of the related Mortgage Loan or
the interests of the Certificateholders therein)
10
with respect to one or more Mortgaged Properties with respect to a Mortgage
Loan, the Seller shall not be obligated to repurchase or replace the Mortgage
Loan if (i) the affected Mortgaged Property(ies) may be released pursuant to the
terms of any partial release provisions in the related Mortgage Loan documents
(and such Mortgaged Property(ies) are, in fact, released) and, to the extent not
covered by the applicable release price (if any) required under the related
Mortgage Loan documents, the Seller pays (or causes to be paid) any additional
amounts necessary to cover all reasonable out-of-pocket expenses reasonably
incurred by the applicable Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator or the Trust Fund in connection with such release,
(ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set
forth in the related Mortgage Loan documents and the Seller provides an opinion
of counsel to the effect that such release would not cause any REMIC created
under the Pooling and Servicing Agreement to fail to qualify as a REMIC under
the Code or result in the imposition of any tax on "prohibited transactions" or
"contributions" after the Startup Day under the REMIC Provisions and (iii) the
Seller obtains from each Rating Agency then rating the Certificates and delivers
to the Trustee and the applicable Master Servicer written confirmation that such
release would not cause the then-current ratings of the Certificates rated by it
to be qualified, downgraded or withdrawn.
(e) In connection with any permitted repurchase or substitution of
one or more Mortgage Loans contemplated hereby, upon receipt of a certificate
from a Servicing Officer certifying as to the receipt of the Purchase Price or
Substitution Shortfall Amount(s), as applicable, in the Collection Account
maintained by the applicable Master Servicer, and the delivery of the Mortgage
File(s) and the Servicing File(s) for the related Qualified Substitute Mortgage
Loan(s) to the Trustee and the applicable Master Servicer, respectively, if
applicable, (i) the Trustee shall execute and deliver such endorsements and
assignments as are provided to it by the applicable Master Servicer or the
Seller, in each case without recourse, representation or warranty, as shall be
necessary to vest in the Seller, the legal and beneficial ownership of each
repurchased Mortgage Loan or replaced Mortgage Loan, as applicable, (ii) the
Trustee, the applicable 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 applicable Master Servicer and the
Special Servicer shall release to the Seller any Escrow Payments and Reserve
Funds held by it in respect of such repurchased or replaced Mortgage Loans.
(f) This Section 3 provides the sole remedy available to the
Certificateholders or the Trustee on behalf of the Certificateholders,
respecting any Document Defect or Breach and the Purchaser acknowledges and
agrees that the representations and warranties made herein by the Seller
pursuant to Section 3(b) are solely for risk allocation purposes.
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.
11
(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) The Purchaser is not a party to or bound by any agreement or
instrument or subject to any other corporate restriction or any judgment, order,
writ, injunction, decree, law or regulation that would, in the Purchaser's
reasonable and good faith judgment, materially and adversely affect the ability
of the Purchaser 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 Purchaser of its obligations under this Agreement (except
to the extent such consent has been obtained).
(d) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by such Purchaser of, or compliance by such Purchaser with, this
Agreement or the consummation of the transactions of such contemplated by this
Agreement, except for any consent, approval, authorization or order which has
been obtained prior to the actual performance by such Purchaser of its
obligations under this Agreement, or which, if not obtained would not have a
materially adverse effect on the ability of such Purchaser to perform its
obligations hereunder.
(e) 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 certificate of incorporation 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.
(f) Under GAAP and for federal income tax purposes, the Purchaser
will report the transfer of the Mortgage Loans by the Seller to the Purchaser as
a sale of the Mortgage Loans to the Purchaser in exchange for the consideration
contemplated by this Agreement.
(g) 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
12
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.
(h) 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 Xxxxxxx Xxxxxxxx & 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;
(b) The Pooling and Servicing Agreement (to the extent it affects
the obligations of the Seller hereunder) and all documents specified in Section
6 of this Agreement (the "Closing Documents"), in such forms as are agreed upon
and acceptable to CCMSI, the Seller, the Dealers and their respective counsel in
their reasonable discretion, shall be duly executed and delivered by all
signatories as required pursuant to the respective terms thereof;
(c) The Seller or its designee shall have delivered and released
to the Trustee (or a Custodian on its behalf) and the applicable Master
Servicer, respectively, all documents represented to have been or required to be
delivered to the Trustee and such Master Servicer on or before the Closing Date
pursuant to Section 2 of this Agreement;
(d) All other terms and conditions of this Agreement required to
be complied with on or before the Closing Date shall have been complied with in
all material respects and the Seller and the Purchaser shall each have the
ability to comply with all terms and conditions and perform all duties and
obligations required to be complied with or performed after the Closing Date;
(e) The Seller shall have paid all fees and expenses payable by it
to CCMSI or otherwise pursuant to this Agreement as of the Closing Date; and
(f) CCMSI and the Dealers shall have received letters from an
independent accounting firm reasonably acceptable to CCMSI and the Seller in
form satisfactory to CCMSI, relating to certain information regarding the
Mortgage Loans and Certificates as set forth in the Prospectus, the Prospectus
Supplement and other disclosure documents.
13
Both parties agree to use their best efforts to perform their
respective obligations hereunder in a manner that will enable the Purchaser to
purchase the Mortgage Loans on the Closing Date.
SECTION 6. Closing Documents. The Closing Documents shall consist
of the following:
(a) This Agreement, the Pooling and Servicing Agreement and the
Indemnification Agreement, in each case duly executed by all parties thereto;
(b) A certificate of the Seller, executed by the Seller and dated
the Closing Date, and upon which CCMSI and the Dealers may rely, to the effect
that: (i) the representations and warranties of the Seller in this Agreement and
the Indemnification Agreement are true and correct in all material respects at
and as of the Closing Date with the same effect as if made on such date,
subject, in the case of the representations and warranties made by the Seller
pursuant to Section 3(b) of this Agreement, to the exceptions to such
representations and warranties set forth in Schedules III and IV to this
Agreement; and (ii) the Seller has, in all material respects, complied with all
the agreements and satisfied all the conditions on its part that are required
under this Agreement to be performed or satisfied at or prior to the Closing
Date;
(c) An officer's certificate from the Seller, dated the Closing
Date, and upon which CCMSI and the Dealers may rely, to the effect that each
individual who, as an officer or representative of the Seller, signed this
Agreement or any other document or certificate delivered on or before the
Closing Date in connection with the transactions contemplated herein, was at the
respective times of such signing and delivery, and is as of the Closing Date,
duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures;
(d) True and complete copies of the certificate of incorporation
and by-laws of the Seller (as certified to by the Secretary or an assistant
secretary of the Seller), and a certificate of corporate existence of the Seller
issued by the State of New York not earlier than thirty (30) days prior to the
Closing Date;
(e) A written opinion of counsel for the Seller (which opinion may
be from in-house counsel, outside counsel or a combination thereof), relating to
certain corporate and enforceability matters and in form and substance
reasonably satisfactory to CCMSI, the Dealers and their respective counsel and
the Rating Agencies, dated the Closing Date and addressed to CCMSI, the Trustee,
the Certificate Administrator, the Dealers and the Rating Agencies, together
with such other written opinions as may be required by the Rating Agencies;
(f) Such further certificates, opinions and documents as the
Purchaser may reasonably request prior to the sale of the Mortgage Loans by the
Seller to the Purchaser; and
(g) A written opinion of counsel for the Purchaser (which opinion
may be from in-house counsel, outside counsel, or a combination thereof, and may
include a reliance letter addressed to the Seller with respect to opinions given
to other parties) relating to certain corporate and enforceability matters and
in form and substance reasonably satisfactory to the Seller and its counsel,
dated the Closing Date and addressed to the Seller.
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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 Initial Aggregate Mortgage
Loan Balance represents of the Initial Pool Balance, the exact amount of which
shall be as set forth in or determined pursuant to the memorandum of
understanding, to which the Seller and the Purchaser (or affiliates thereof) are
parties, with respect to the transactions contemplated by this Agreement): (i)
the costs and expenses of delivering the Pooling and Servicing Agreement and the
Certificates; (ii) the costs and expenses of printing (or otherwise reproducing)
and delivering a final Prospectus and Memorandum and other customary offering
materials relating to the Certificates; (iii) the initial fees, costs, and
expenses of the Trustee and the Certificate Administrator (including reasonable
attorneys' fees) incurred in connection with the securitization of the Mortgage
Loans and the Other Mortgage Loans; (iv) the filing fee charged by the
Securities and Exchange Commission for registration of the Certificates so
registered; (v) the fees charged by the Rating Agencies to rate the Certificates
so rated; (vi) the fees and disbursements of a firm of certified public
accountants selected by the Purchaser and the Seller with respect to numerical
information in respect of the Mortgage Loans, the Other Mortgage Loans and the
Certificates included in the Prospectus, the Memorandum and other customary
offering materials, including the cost of obtaining any "comfort letters" with
respect to such items; (vii) the reasonable out-of-pocket costs and expenses in
connection with the qualification or exemption of the Certificates under state
securities or "Blue Sky" laws, including filing fees and reasonable fees and
disbursements of counsel in connection therewith, in connection with the
preparation of any "Blue Sky" survey and in connection with any determination of
the eligibility of the Certificates for investment by institutional investors
and the preparation of any legal investment survey; (viii) the expenses of
printing any such "Blue Sky" survey and legal investment survey; and (ix) the
reasonable fees and disbursements of counsel to the Dealers. All other costs and
expenses in connection with the transactions contemplated hereunder shall be
borne by the party incurring such expense.
SECTION 8. Grant of a Security Interest. It is the express intent
of the parties hereto that the conveyance of the Mortgage Loans by the Seller to
the Purchaser as provided in Section 2 hereof be, and be construed as, a sale of
the Mortgage Loans by the Seller to the Purchaser and not as a pledge of the
Mortgage Loans by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, if, notwithstanding the aforementioned intent
of the parties, the Mortgage Loans are held to be property of the Seller, then,
(a) it is the express intent of the parties that such conveyance be deemed a
pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or
other obligation of the Seller, and (b) (i) this Agreement shall also be deemed
to be a security agreement within the meaning of Article 9 of the Uniform
Commercial Code of the applicable jurisdiction; (ii) the conveyance provided for
in Section 2 hereof shall be deemed to be a grant by the Seller to the Purchaser
of a security interest in all of the Seller's right, title and interest in and
to the Mortgage Loans, and all amounts payable to the holder of the Mortgage
Loans in accordance with the terms thereof, and all proceeds of the conversion,
voluntary or involuntary, of the foregoing into cash, instruments, securities or
other property, including, without limitation, all amounts, other than
investment earnings, from time to time held or invested in the Collection
Accounts, the Distribution Account or, if established, the REO Accounts (each as
defined in the Pooling and Servicing Agreement) whether in the form of cash,
instruments, securities or other property; (iii) the assignment to the Trustee
of the interest of the Purchaser in and to the Mortgage Loans pursuant to the
Pooling and
15
Servicing Agreement, as contemplated by Section 1 hereof shall be deemed to be
an assignment of any security interest created hereunder; (iv) the possession by
the Purchaser or any of its agents, including, without limitation, the Custodian
on behalf of the Trustee, of the Mortgage Notes, and such other items of
property as constitute instruments, money, negotiable documents or chattel paper
shall be deemed to be possession by the secured party for purposes of perfecting
the security interest pursuant to Section 9-313 of the Uniform Commercial Code
of the applicable jurisdiction; and (v) notifications to persons (other than the
Trustee) holding such property, and acknowledgments, receipts or confirmations
from persons (other than the Trustee) holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, securities
intermediaries, bailees or agents (as applicable) of the secured party for the
purpose of perfecting such security interest under applicable law. The Seller
and the Purchaser shall, to the extent consistent with this Agreement, take such
actions as may be necessary to ensure that, if this Agreement were deemed to
create a security interest in the Mortgage Loans, such security interest would
be a perfected security interest of first priority under applicable law and will
be maintained as such throughout the term of this Agreement and the Pooling and
Servicing Agreement, and in connection therewith the Seller authorizes the
Purchaser to file any and all appropriate Uniform Commercial Code financing
statements.
SECTION 9. Notices. All notices, copies, requests, consents,
demands and other communications in connection herewith shall be in writing and
telecopied or delivered to the intended recipient at the "Address for Notices"
specified for such party on Exhibit A hereto or, as to either party, at such
other address as shall be designated by such party in a notice hereunder to the
other party. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when transmitted by
telecopier or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as aforesaid.
SECTION 10. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser (and by CCMSI to the Trustee).
SECTION 11. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any particular jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.
16
SECTION 12. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but which together
shall constitute one and the same agreement.
SECTION 13. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED IN
ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF NEW YORK. THE PARTIES HERETO
INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW SHALL APPLY TO THIS AGREEMENT.
SECTION 14. Attorneys' Fees. If any legal action, suit or
proceeding is commenced between the Seller and the Purchaser regarding their
respective rights and obligations under this Agreement, the prevailing party
shall be entitled to recover, in addition to damages or other relief, costs and
expenses, attorneys' fees and court costs (including, without limitation, expert
witness fees). As used herein, the term "prevailing party" shall mean the party
which obtains the principal relief it has sought, whether by compromise
settlement or judgment. If the party which commenced or instituted the action,
suit or proceeding shall dismiss or discontinue it without the concurrence of
the other party, such other party shall be deemed the prevailing party.
SECTION 15. Further Assurances. The Seller and the Purchaser agree
to execute and deliver such instruments and take such further actions as the
other party may, from time to time, reasonably request in order to effectuate
the purposes and to carry out the terms of this Agreement.
SECTION 16. Successors and Assigns. The rights and obligations of
the Seller under this Agreement shall not be assigned by the Seller without the
prior written consent of the Purchaser, except that any person into which the
Seller may be merged or consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Seller is a party, or any
person succeeding to all or substantially all of the business of the Seller,
shall be the successor to the Seller hereunder. The Purchaser has the right to
assign its interest under this Agreement, in whole or in part, as may be
required to effect the purposes of the Pooling and Servicing Agreement, and the
assignee shall, to the extent of such assignment, succeed to the rights and
obligations hereunder of the Purchaser. Subject to the foregoing, this Agreement
shall bind and inure to the benefit of and be enforceable by the Seller, the
Purchaser and their permitted successors and assigns. No holder or beneficial
owner of a Certificate shall be deemed a permitted successor or assign to the
Purchaser solely by reason of its interest in such Certificate.
SECTION 17. Amendments. No term or provision of this Agreement may
be waived or modified unless such waiver or modification is in writing and
signed by a duly authorized officer of the party against whom such waiver or
modification is sought to be enforced. No amendment to the Pooling and Servicing
Agreement which relates to defined terms contained therein, Section 2.01(d)
thereof or the repurchase obligations or any other obligations of the Seller
shall be effective against the Seller (in such capacity) unless the Seller shall
have agreed to such amendment in writing.
17
SECTION 18. Accountants' Letters. The parties hereto shall
cooperate with accountants designated by CCMSI and reasonably acceptable to the
Seller in making available all information and taking all steps reasonably
necessary to permit such accountants to deliver the letters required by the
Underwriting Agreement and/or the Certificate Purchase Agreement.
SECTION 19. Knowledge. Whenever a representation or warranty or
other statement in this Agreement is made with respect to a Person's
"knowledge", such statement refers to such Person's employees or agents who were
or are responsible for or involved with the indicated matter and have actual
knowledge of the matter in question.
SECTION 20. Disclosure Materials. The Purchaser shall provide the
Seller with a copy of the Memorandum and the Prospectus Supplement promptly
following their becoming available.
[SIGNATURES COMMENCE ON THE FOLLOWING PAGE]
18
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:
Title:
PURCHASER
CITIGROUP COMMERCIAL MORTGAGE
SECURITIES INC.
By:/s/ Xxxxxx Xxxxx
-------------------------------------
Name:
Title:
CGMRC MORTGAGE LOAN PURCHASE AGREEMENT
EXHIBIT A
ADDRESS FOR NOTICES
Seller:
Address for Notices:
Citigroup Global Markets Realty Corp.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxx
Facsimile Number: (000) 000-0000
Purchaser:
Address for Notices:
Citigroup Commercial Mortgage Securities Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxx
Facsimile Number: (000) 000-0000
I-1
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 title to, and was the sole owner of, each
Mortgage Loan and the Seller is transferring such Mortgage Loan free and
clear of any and all liens, pledges, charges or security interests of any
nature encumbering such Mortgage Loan, but subject to certain agreements
regarding servicing as provided in the Pooling and Servicing Agreement,
subservicing agreements permitted thereunder and that certain Servicing
Rights Purchase Agreement dated as of the Closing Date between the
applicable Master Servicer and the Seller. Upon consummation of the
transactions contemplated by the Mortgage Loan Purchase Agreement, the
Seller will have validly and effectively conveyed to the Purchaser all
legal and beneficial interest in and to such Mortgage Loan free and clear
of any pledge, lien or security interest.
4. The proceeds of such Mortgage Loan have been fully disbursed
(except to the extent that a portion of such proceeds is being held in
escrow or reserve accounts) and there is no requirement for future
advances thereunder by the Mortgagee.
5. Each related Mortgage Note, Mortgage, Assignment of Leases (if
any) and other agreement executed by the Mortgagor in connection with such
Mortgage Loan is a legal, valid and binding obligation of the related
Mortgagor (subject to any non-recourse provisions therein and any state
anti-deficiency or market value limit deficiency legislation), enforceable
in accordance with its terms, except (a) that certain provisions contained
in such Mortgage Loan documents are or may be unenforceable in whole or in
part under applicable state or federal laws, but neither the application
of any such laws to any such provision nor the inclusion of any such
provisions renders any of the Mortgage Loan documents invalid as a whole
and such Mortgage Loan documents taken as a whole are enforceable to the
extent necessary and customary for the practical realization of the
principal rights and benefits afforded thereby and (b) as such enforcement
may be limited by bankruptcy, insolvency, receivership, reorganization,
moratorium, redemption, liquidation or other laws affecting the
enforcement of creditors' rights generally, or by general principles of
equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law). The related Mortgage Note and Mortgage
contain no
I-1
provision limiting the right or ability of the Seller to assign, transfer
and convey the related Mortgage Loan to any other Person.
6. As of the date of its origination, there was no valid offset,
defense, counterclaim, abatement or right to rescission with respect to
any of the related Mortgage Notes, Mortgage(s) or other agreements
executed in connection therewith, and, as of the Cut-off Date, there is no
valid offset, defense, counterclaim or right to rescission with respect to
such Mortgage Note, Mortgage(s) or other agreements, except in each case,
with respect to the enforceability of any provisions requiring the payment
of default interest, late fees, Additional Interest, prepayment premiums
or yield maintenance charges.
7. Each related assignment of Mortgage and assignment of
Assignment of Leases from the Seller to the Trustee constitutes the legal,
valid and binding assignment from the Seller, except as such enforcement
may be limited by bankruptcy, insolvency, redemption, reorganization,
liquidation, receivership, moratorium or other laws relating to or
affecting creditors' rights generally or by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in
equity or at law). Each Mortgage and Assignment of Leases is freely
assignable.
8. Each related Mortgage is a valid and enforceable first lien on
the related Mortgaged Property subject only to the exceptions and
limitations set forth in representation (5) above and the following title
exceptions (each such title exception, a "Title Exception", and
collectively, the "Title Exceptions"): (a) the lien of current real
property taxes, ground rents, water charges, sewer rents and assessments
not yet delinquent or accruing interest or penalties, (b) covenants,
conditions and restrictions, rights of way, easements and other matters of
public record, none of which, individually or in the aggregate, materially
and adversely interferes with the current use of the Mortgaged Property or
the security intended to be provided by such Mortgage or with the
Mortgagor's ability to pay its obligations under the Mortgage Loan when
they become due or materially and adversely affects the value of the
Mortgaged Property, (c) the exceptions (general and specific) and
exclusions set forth in the applicable policy described in representation
(12) below or appearing of record, none of which, individually or in the
aggregate, materially interferes with the current use of the Mortgaged
Property or the security intended to be provided by such Mortgage or with
the Mortgagor's ability to pay its obligations under the Mortgage Loan
when they become due or materially and adversely affects the value of the
Mortgaged Property, (d) other matters to which like properties are
commonly subject, none of which, individually or in the aggregate,
materially and adversely interferes with the current use of the Mortgaged
Property or the security intended to be provided by such Mortgage or with
the Mortgagor's ability to pay its obligations under the Mortgage Loan
when they become due or materially and adversely affects the value of the
Mortgaged Property, (e) the right of tenants (whether under ground leases,
space leases or operating leases) at the Mortgaged Property to remain
following a foreclosure or similar proceeding (provided that such tenants
are performing under such leases), (f) if such Mortgage Loan is
cross-collateralized with any other Mortgage Loan, the lien of the
Mortgage for such other Mortgage Loan, and (g) if such Mortgage Loan is
part of a Loan Combination, the lien of
I-2
the Mortgage for the related Non-Trust Mortgage Loan(s). Except with
respect to cross-collateralized and cross-defaulted Mortgage Loans and
Mortgage Loans that are part of a Loan Combination, there are no mortgage
loans that are senior or pari passu in right of payment with the subject
Mortgage Loan that are secured by the related Mortgaged Property.
9. UCC Financing Statements have been filed and/or recorded (or,
if not filed and/or recorded, have been submitted in proper form for
filing and recording) in all public places necessary at the time of the
origination of each Mortgage Loan to perfect a valid security interest in
all items of personal property reasonably necessary to operate the
Mortgaged Property owned by a Mortgagor and located on the related
Mortgaged Property (other than any personal property subject to a purchase
money security interest or a sale and leaseback financing arrangement
permitted under the terms of such Mortgage Loan or any other personal
property leases applicable to such personal property), to the extent
perfection may be effected pursuant to applicable law by recording or
filing of UCC Financing Statements, and the Mortgages, security
agreements, chattel mortgages or equivalent documents related to and
delivered in connection with the related Mortgage Loan establish and
create a valid and enforceable lien and security interest on such items of
personalty except as such enforcement may be limited by bankruptcy,
insolvency, receivership, reorganization, moratorium, redemption,
liquidation or other laws affecting the enforcement of creditor's rights
generally, or by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law).
Notwithstanding any of the foregoing, no representation is made as to the
perfection of any security interest in rents or other personal property to
the extent that possession or control of such items or actions other than
the filing of UCC Financing Statements are required in order to effect
such perfection.
10. All real estate taxes and governmental assessments, or
installments thereof, which would be a lien on the Mortgaged Property and
that prior to the Cut-off Date have become delinquent in respect of each
related Mortgaged Property, have been paid, or an escrow of funds in an
amount sufficient (together with, in the case of taxes and governmental
assessments not presently due and payable, future escrow payments required
to be made pursuant to the related Mortgage Loan documents) to cover such
payments has been established. For purposes of this representation and
warranty, real estate taxes and governmental assessments and installments
thereof shall not be considered delinquent until the earlier of (a) the
date on which interest and/or penalties would first be payable thereon and
(b) the date on which enforcement action is entitled to be taken by the
related taxing authority.
11. To the Seller's actual knowledge as of the Cut-off Date, and
to the Seller's actual knowledge based solely upon due diligence
customarily performed with the origination of comparable mortgage loans by
the Seller, each related Mortgaged Property was free and clear of any
material damage (other than deferred maintenance for which escrows were
established at origination) that would materially and adversely affect the
value of such Mortgaged Property as security for the Mortgage Loan, and to
the Seller's actual knowledge as of the Cut-off Date there was no
proceeding pending for the total or partial condemnation of such Mortgaged
Property.
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12. The lien of each related Mortgage as a first priority lien in
the original principal amount of such Mortgage Loan (and, in the case of a
Mortgage Loan that is part of a Loan Combination, in the original
(aggregate, if applicable) principal amount of the other mortgage loan(s)
constituting the related Loan Combination) after all advances of principal
(as set forth on the Mortgage Loan Schedule) is insured by an ALTA
lender's title insurance policy (or a binding commitment therefor), or its
equivalent as adopted in the applicable jurisdiction, insuring the Seller,
its successors and assigns, subject only to the Title Exceptions; the
Seller or its successors or assigns is the named insured of such policy;
such policy is assignable in connection with the assignment of the related
Mortgage Note without consent of the insurer and will inure to the benefit
of the Trustee as mortgagee of record; such policy is in full force and
effect upon the consummation of the transactions contemplated by this
Agreement; all premiums thereon have been paid; no material claims have
been made under such policy and the Seller has not done anything, by act
or omission, and the Seller has no actual knowledge of any matter, which
would impair or diminish the coverage of such policy. The insurer issuing
such policy is either (x) a nationally recognized title insurance company
or (y) qualified to do business in the jurisdiction in which the related
Mortgaged Property is located to the extent required; and such policy
contains no material exclusions for, or affirmatively insures (except for
any Mortgaged Property located in a jurisdiction where such insurance is
not available) against any loss due to, (a) lack of access to a public
road and (b) 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 manufactured housing community, such
Mortgaged Property is also covered by business interruption or rental loss
insurance, in an amount at least equal to twelve (12) months of operations
of the related Mortgaged Property (or in the case of a Mortgaged Property
without any elevator, six (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
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by a commercial and multifamily mortgage lending institution with respect
to a similar mortgage loan and which are set forth in the related
Mortgage, any insurance proceeds in respect of a casualty loss are
required to be applied either (i) to the repair or restoration of all or
part of the related Mortgaged Property or (ii) to the reduction of the
outstanding principal balance of the Mortgage Loan, subject in either case
to requirements with respect to leases at the related Mortgaged Property
and to other exceptions customarily provided for by prudent commercial and
multifamily mortgage lending institutions for similar loans. The Mortgaged
Property is also covered by comprehensive general liability insurance
against claims for personal and bodily injury, death or property damage
occurring on, in or about the related Mortgaged Property, in an amount
customarily required by prudent commercial and multifamily mortgage
lending institutions.
The insurance policies contain a standard mortgagee clause naming
the holder of the related Mortgage, its successors and assigns as loss
payee, in the case of a property insurance policy, and additional insured
in the case of a liability insurance policy, and provide that they are not
terminable without thirty (30) days prior written notice to the Mortgagee
(or, with respect to non-payment, ten (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 thirty (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 twelve (12 ) months (or since the date of origination if such
Mortgage Loan has been originated within the past twelve (12 ) months),
has not been, thirty (30) days or more past due in respect of any
Scheduled Payment.
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16. Except with respect to ARD Trust Mortgage Loans, which provide
that the rate at which interest accrues thereon increases after the
Anticipated Repayment Date, the Mortgage Rate (exclusive of any default
interest, late charges or prepayment premiums) of such Mortgage Loan is a
fixed rate.
17. No related Mortgage provides for or permits, without the prior
written consent of the holder of the Mortgage Note, any related Mortgaged
Property to secure any other promissory note or obligation except as
expressly described in such Mortgage or other Mortgage Loan document.
18. Each Mortgage Loan constitutes a "qualified mortgage" within
the meaning of Section 860G(a)(3) of the Code (without regard to Treasury
regulations Sections 1.860G-2(a)(3) and 1.860G-2(f)(2)), is directly
secured by a Mortgage on a commercial property or a multifamily
residential property, and either (a) substantially all of the proceeds of
such Mortgage Loan were used to acquire, improve or protect the portion of
such commercial or multifamily residential property that consists of an
interest in real property (within the meaning of Treasury Regulations
Sections 1.856-3(c) and 1.856-3(d)) and such interest in real property was
the only security for such Mortgage Loan as of the Testing Date (as
defined below), or (b) the fair market value of the interest in real
property which secures such Mortgage Loan was at least equal to 80% of the
principal amount of such Mortgage Loan (i) as of the Testing Date, or (ii)
as of the Closing Date. For purposes of the previous sentence, (A) the
fair market value of the referenced interest in real property shall first
be reduced by (1) the amount of any lien on such interest in real property
that is senior to such Mortgage Loan, and (2) a proportionate amount of
any lien on such interest in real property that is on a parity with the
Mortgage Loan, and (B) the "Testing Date" shall be the date on which the
referenced Mortgage Loan was originated unless (1) such Mortgage Loan was
modified after the date of its origination in a manner that would cause a
"significant modification" of such Mortgage Loan within the meaning of
Treasury Regulations Section 1.1001-3(b), and (2) such "significant
modification" did not occur at a time when such Mortgage Loan was in
default or when default with respect to such Mortgage Loan was reasonably
foreseeable. However, if the referenced Mortgage Loan has been subjected
to a "significant modification" after the date of its origination and at a
time when such Mortgage Loan was not in default or when default with
respect to such Mortgage Loan was not reasonably foreseeable, the Testing
Date shall be the date upon which the latest such "significant
modification" occurred.
19. One or more environmental site assessments, updates or
transaction screens thereof were performed by an environmental consulting
firm independent of the Seller and the Seller's affiliates with respect to
each related Mortgaged Property during the 18-months preceding the
origination of the related Mortgage Loan, except for those Mortgage Loans
identified on Annex A to this Schedule I for which a lender's
environmental insurance policy was obtained in lieu of such environmental
site assessments, updates and transaction screens, and the Seller, having
made no independent inquiry other than to review the report(s) prepared in
connection with the assessment(s), updates or transaction screens
referenced herein, has no actual knowledge and has received no notice of
any material and adverse environmental condition or circumstance
I-6
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 been subsequently addressed in
all material respects, then one or more of the following is true: (i) an
escrow or letter of credit greater than 100% of the amount identified as
necessary by the environmental consulting firm to address the REC is held
by the Seller for purposes of effecting same (and the related Mortgagor
has covenanted in the Mortgage Loan documents to perform such work); (ii)
the related Mortgagor or other responsible party having financial
resources reasonably estimated to be adequate to address the REC is
required to take such actions or is liable for the failure to take such
actions, if any, with respect to such circumstances or conditions as have
been required by the applicable governmental regulatory authority or any
environmental law or regulation; (iii) the related Mortgagor has provided
a lender's environmental insurance policy (in which case such Mortgage
Loan is identified on Annex A to this Schedule I); (iv) an operations and
maintenance plan has been or will be implemented; (v) such conditions or
circumstances were investigated further and based upon such additional
investigation, a qualified environmental consultant recommended no further
investigation or remediation; (vi) the Mortgagor or other responsible
party has obtained a no further action letter or other evidence that
governmental authorities have no intention of taking any action or
requiring any action in respect of the REC; (vii) a party (other than the
related Mortgagor) having financial resources reasonably estimated to be
adequate to pay the costs of any required investigation, testing,
monitoring or remediation has provided a guaranty or indemnity to the
Mortgagor or the lender to cover such costs; or (viii) the REC would not
require clean-up, remedial action or other response under environmental
laws estimated to cost in excess of the lesser of $50,000 and 2% of the
original principal balance of such Mortgage Loan. All environmental
assessments or updates that were in the possession of the Seller and that
relate to a Mortgaged Property insured by an environmental insurance
policy have been delivered to or disclosed to the environmental insurance
carrier issuing such policy prior to the issuance of such policy.
20. Each related Mortgage and Assignment of Leases, together with
applicable state law, contains customary and enforceable provisions for
comparable mortgaged properties similarly situated such as to render the
rights and remedies of the holder thereof adequate for the practical
realization against the Mortgaged Property of the principal benefits of
the security, including realization by judicial or, if applicable,
non-judicial foreclosure, subject to the effects of bankruptcy,
insolvency, reorganization, receivership, moratorium, redemption,
liquidation or similar laws affecting the rights of creditors and the
application of principles of equity.
21. At the time of origination and, to the actual knowledge of
Seller as of the Cut-off Date, no Mortgagor is a debtor in any state or
federal bankruptcy or insolvency proceeding.
I-7
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 Trust Mortgage 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
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
I-8
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 applicable
Mortgaged Property is located, as of the date of origination of such
Mortgage Loan and as of the Cut-off Date, there are no material violations
of any applicable zoning ordinances, building codes and land laws
applicable to the Mortgaged Property or the use and occupancy thereof
which (a) are not insured by an ALTA lender's title insurance policy (or a
binding commitment therefor), or its equivalent as adopted in the
applicable jurisdiction, or a law and ordinance insurance policy or (b)
would have a material adverse effect on the value, operation or net
operating income of the Mortgaged Property.
28. To the Seller's actual knowledge based on surveys and/or the
title policy referred to herein obtained in connection with the
origination of each Mortgage Loan, none of the material improvements which
were included for the purposes of determining the appraised value of the
related Mortgaged Property at the time of the origination of the Mortgage
Loan lies outside of the boundaries and building restriction lines of such
property (except Mortgaged Properties which are legal non-conforming
uses), to an extent which would have a material adverse affect on the
value of the Mortgaged Property or related Mortgagor's use and operation
of such Mortgaged Property (unless affirmatively covered by title
insurance) and no improvements on adjoining properties encroached upon
such Mortgaged Property to an extent which would have a material adverse
affect on the value of the Mortgaged Property or related Mortgagor's use
and operation of such Mortgaged Property (unless affirmatively covered by
title insurance).
29. With respect to at least 95% of the Mortgage Loans (by
principal balance) having a Cut-off Date Balance in excess of 1% of the
aggregate Cut-off Date Balance of the Mortgage Pool, 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
I-9
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.
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 and in an amount (subject to a deductible not to
exceed $25,000) at least equal to the least of (a) the replacement cost of
improvements located on such mortgaged real property, (b) the outstanding
principal balance of the subject mortgage loan and (c) the maximum amount
under the applicable federal flood insurance program.
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.
I-10
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 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 (2) 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 (or, in
the case of a partial defeasance, in an amount sufficient to make all
scheduled payments with respect to the defeased portion of such Mortgage
Loan). 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
I-11
which the lender can require) (i) an accountant's certification as to the
adequacy of the defeasance collateral to make all remaining payments
(including any balloon payment) required to be made under the terms of the
related Mortgage Loan, (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 Mortgage Loan documents permit the related Mortgaged Property
to be encumbered subsequent to the Closing Date without the prior written
consent of the holder thereof, by any lien securing the payment of money
junior to or of equal priority with, or superior to, the lien of the
related Mortgage (other than Title Exceptions, taxes, assessments and
contested mechanics and materialmen's liens that become payable after the
Cut-off Date of the related Mortgage Loan).
I-12
ANNEX A (TO SCHEDULE I)
Mortgage Loans as to Which the Related Mortgagor Obtained
a Lender's Environmental Insurance Policy
None.
I-13
SCHEDULE II
GROUND LEASE REPRESENTATIONS AND WARRANTIES
With respect to each Mortgage Loan secured by a leasehold interest
(except with respect to any Mortgage Loan also secured by a fee interest in the
related Mortgaged Property), the Seller represents and warrants the following
with respect to the related Ground Lease:
1. Such Ground Lease or a memorandum thereof has been or will be
duly recorded no later than thirty (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 thirty (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
twenty (20) years beyond the Stated Maturity Date.
9. Under the terms of such Ground Lease, any estoppel or consent
letter received by the mortgagee from the lessor, and the related
Mortgage, taken together, any related insurance proceeds or condemnation
award (other than in respect of a total or substantially total loss or
taking) will be applied either to the repair or restoration of all or part
of the related Mortgaged Property, with the mortgagee or a trustee
appointed or approved by it having the right to hold and disburse such
proceeds as repair or restoration progresses (except in cases where a
provision entitling another party to hold and disburse such proceeds would
not be viewed as commercially unreasonable by a prudent commercial and
multifamily mortgage lending institution), or to the payment or defeasance
of the outstanding principal balance of the Mortgage Loan, together with
any accrued interest (except in cases where a different allocation would
not be viewed as commercially unreasonable by a prudent commercial and
multifamily mortgage lending institution).
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
Representation #3
----------------------------------------------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
----------------------------------------------------------------------------------------------------------------------
AmeriCold Portfolio With respect to the loan listed to the left, the loan is
evidenced by multiple pari passu notes, which notes are
all secured by the same mortgage instrument encumbering
the CMG AmeriCold Portfolio loan. Only two of the pari
passu notes is included in the Citigroup 2007 - C6
securitization transaction. The pari passu notes are pro
rata.
----------------------------------------------------------------------------------------------------------------------
Representation #8
----------------------------------------------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
----------------------------------------------------------------------------------------------------------------------
Perryville Station With respect to the loan listed to the left, the owners
of the property adjacent to the Mortgaged Property have
an option to purchase a specified portion of the
Mortgaged Property.
----------------------------------------------------------------------------------------------------------------------
Rite Aid - Lancaster With respect to the loans listed to the left, the
Cambridge Commons - Charlotte, NC applicable tenant or tenants have a right of first
Xxxxxxx'x Portfolio refusal with respect to the applicable Mortgaged
Property.
----------------------------------------------------------------------------------------------------------------------
Tower at Northside With respect to the loan listed to the left, the ground
lessor has a purchase option and rights of first refusal
and first offer with respect to the Mortgaged Property.
----------------------------------------------------------------------------------------------------------------------
Yale New Haven Long Wharf Medical Center With respect to the loan listed to the left, the
developer reserved a right to purchase a specific parcel
of the Mortgaged Property and the City of New Haven has
a right to purchase a specified parcel of the Mortgaged
Property.
----------------------------------------------------------------------------------------------------------------------
AmeriCold Portfolio (Tomah) With respect to the loan listed to the left, the tenant
has right of first refusal with respect to the
applicable portion of the Mortgaged Property.
----------------------------------------------------------------------------------------------------------------------
AmeriCold Portfolio With respect to the loan listed to the left, the loan is
evidenced by multiple pari passu notes, which notes are
all secured by the same mortgage instrument encumbering
the CMG AmeriCold Portfolio loan. Only two of the pari
passu notes is included in the Citigroup 2007 - C6
securitization transaction. The pari passu notes are pro
rata.
----------------------------------------------------------------------------------------------------------------------
III-1
Representation #17
----------------------------------------------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
----------------------------------------------------------------------------------------------------------------------
AmeriCold Portfolio With respect to the loan listed to the left, the loan is
evidenced by multiple pari passu notes, which notes are
all secured by the same mortgage instrument encumbering
the CMG AmeriCold Portfolio loan. Only two of the pari
passu notes is included in the Citigroup 2007 - C6
securitization transaction. The pari passu notes are pro
rata.
----------------------------------------------------------------------------------------------------------------------
Representation #19
----------------------------------------------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
----------------------------------------------------------------------------------------------------------------------
Villa D'Este With respect to the loans listed to the left,
Northwest Medical Center environmental site assessments were performed more than
18-months preceding the origination of the related
Mortgage Loan.
----------------------------------------------------------------------------------------------------------------------
Plaza at Xxxxxx Hills With respect to the loan listed to the left, the Phase I
environmental consultant indicated that the subject
property is listed as a LUST and SPILLS site on the
regulatory databases, and considers this a recognized
environmental concern. However, soil gas surveys were
conducted in 1997 and 1998 and did not detect volatile
organic compounds in the ten sampling locations. As
such, the consultant recommended that the 1998
subsurface investigation report be submitted to
applicable authorities in order for the case to be
closed.
----------------------------------------------------------------------------------------------------------------------
AmeriCold Portfolio (Salem) With respect to the loan listed to the left, the Phase I
consultant reported that three prior diesel fuel
releases at the subject property were reported to the
Oregon Department of Environmental Quality. One such
release had been substantially remediated, however,
additional information regarding the remaining releases
was unavailable. Based on the dates and potential
impacts of the release, and because groundwater is not a
potable water source on-site, the Phase I consultant
concluded that the risk to human health is minimal. In
the event future construction activities reveal
contamination, the Phase I consultant recommends
remediation sufficient to obtain regulatory case closure.
----------------------------------------------------------------------------------------------------------------------
III-2
Representation #21
----------------------------------------------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
----------------------------------------------------------------------------------------------------------------------
All Loans With respect to all the loans in the 2007 C6
securitization, Seller makes no representation regarding
the bankruptcy or insolvency of any tenant at the
Mortgaged Property.
----------------------------------------------------------------------------------------------------------------------
Representation #26
III-3
----------------------------------------------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
----------------------------------------------------------------------------------------------------------------------
Perryville Station With respect to the loan listed to the left, the loan
documents provide for the release of a specified parcel
of the Mortgaged Property in connection with the
exercise of an option to purchase by specified third
parties.
----------------------------------------------------------------------------------------------------------------------
Greensboro Corporate Center With respect to the loan listed to the left, the loan
documents provide for a release of the lien from one or
more portions of Mortgaged Property in connection with
the development of a specified parcel and/or the
transfer of excess development rights, provided all of
the following conditions, among others, are met: (i) no
event of default shall exist; (ii) the property to be
released (the "Partial Release Property") shall not have
been improved with capital improvements or be leased to
tenants, or if any specified funds have been disbursed
from any applicable account with respect to the Partial
Release Property; (iii) Borrower shall have established
to lender's reasonable satisfaction that the partial
release will not adversely affect the net operating
income of the property and that the DSCR for the
remaining property (i.e., exclusive of any income from
the Partial Release Property) is, at the time of such
release, and shall continue to be equal to or greater
than the greater of (a) the DSCR for the property
calculated immediately prior to the partial release
(assuming no partial release) and (b) the DSCR for the
Property (assuming no Partial Release) calculated as of
the date of origination; (iv) no Partial Release of any
Partial Release Property will be permitted unless
Borrower establishes to lender's reasonable satisfaction
that the value of the property not being released, as
determined by a then-current appraisal, is sufficient to
satisfy a loan-to-value ratio (based on the
then-outstanding principal of the loan not in excess of
the lesser of (a) the loan-to-value ratio for the
property calculated immediately prior to the partial
release, and (b) 80%; (v) Borrower shall obtain
endorsements to the Title Insurance Policy in form and
content reasonably satisfactory to Lender; and (vi) the
Partial Release Property shall not be owned by Borrower,
but may be owned, under certain circumstance, by an
affiliate of Borrower.
----------------------------------------------------------------------------------------------------------------------
III-4
----------------------------------------------------------------------------------------------------------------------
Wigwam Resort and Golf and Arizona Biltmore With respect to the loan listed to the left, the loan
Golf documents provide that the Borrower may obtain a partial
release (a "Partial Release") of a specified golf course
parcel of the Mortgaged Property, provided that the
following conditions precedent, among others, have been
satisfied with respect to any such Partial Release: (i)
no event of default exists; (ii) Borrower shall
establish DSCR is, at the time of the Partial Release,
and shall continue to be equal to or greater than
1.30:1.00; (iii) Borrower shall establish that the value
of the remainder of the Property (as determined by a
then-current appraisal) is sufficient to satisfy a
loan-to-value ratio not in excess of 65%; (iv) the
Partial Release shall be allowed only in connection with
a bona fide all-cash sale of the golf course property to
an unaffiliated third party on arms-length terms and
conditions, and upon closing of such sale (and
thereafter) shall not be owned, purchased or acquired by
Borrower or any affiliate of Borrower; (vi) Borrower
will on the date of the Partial Release complete a
partial defeasance of a portion of the Loan equal to a
specified partial defeasance amount; (vii) Borrower, at
its sole cost and expense, shall obtain endorsements to
Lender's loan policy of title insurance satisfactory in
form and content to Lender; and (viii) no material
adverse change concerning the Loan or the Property shall
have occurred.
----------------------------------------------------------------------------------------------------------------------
Cambridge Commons - Charlotte, NC With respect to the loan listed to the left, the loan
documents provide for the release of any of the parcels
designated as Xxxxx 0, Xxxxx 0, Xxxxx 0, respectively,
and that certain southeasterly portion of Tract 4, each
as shown on the related survey. At the closing of any
conveyance triggered by Borrower's decision to exercise
its right to sell or otherwise convey any of the release
parcels, Borrower shall (i) with respect to Tract 3,
deposit with Lender $775,000 or effect a partial
defeasance (as specified in loan documents); (ii) with
respect to Tract 5, deposit with Lender $155,250 or
effect a partial defeasance (as specified in loan
documents); (iii) with respect to Tract 6, deposit with
Lender $1; and (iv) with respect to Tract 4, so long as
Tract 3 has been previously sold, deposit with Lender $1.
----------------------------------------------------------------------------------------------------------------------
Gander Mountain With respect to the loan listed to the left, the loan
documents provide for the release of a specific portion
of the Mortgaged Property that is a non-income producing
portion of the parking lot on the Mortgaged Property.
----------------------------------------------------------------------------------------------------------------------
III-5
----------------------------------------------------------------------------------------------------------------------
Xxxxxx Center With respect to the loan listed to the left, after the
Release Date [the earlier of 4 years after
securitization and 2 years after the "Start up" date]
and prior to the First Open Payment Date [2 months prior
to the maturity date], and provided no Event of Default
exists, Borrower may obtain, from time to time, a
partial release from the lien of the Mortgage and the
Loan Documents (a "Partial Release") of one or more
Outlot Parcels (as defined in the Loan Agreement) (such
Outlot Parcel(s) being released are referred to as the
"Partial Release Parcel"), provided that all of the
following conditions precedent, among others, have been
satisfied: (i) No Partial Release of the Partial Release
Parcel shall be permitted until after the Release Date;
(ii) In no event shall any Partial Release include
any or all of the parcels containing Bally's, Ralphs and
Best Buy; (iii) No Event of Default (or any event
which, after notice, the passage of time, or both, would
constitute an Event of Default) shall have occurred and
be continuing; (iv) The Partial Release Parcel shall not
be owned by Borrower, although it may be owned by an
Affiliate of Borrower (the "New Owner"); (v) Borrower,
at its sole cost and expense, shall obtain endorsements
to Lender's loan policy of title insurance reasonably
satisfactory to Lender; (vi) Borrowers will on the date
of the Partial Release complete a Partial Defeasance
equal to 110% of the Allocated Loan Amount for the
Partial Release Parcel; (vii) No Partial Release of any
portion of the Property will be permitted unless
Borrower establishes to Lender's reasonable satisfaction
that the value of the Remaining Property, as determined
by a then-current appraisal is sufficient to satisfy (A)
a loan-to-value ratio (based on the then-outstanding
principal balance of the Loan) not in excess of 80%,
and, (B) if the Mezzanine Loan remains outstanding at
the time of the Partial Release, a loan-to-value ratio
(based on the then-aggregate outstanding principal
balance of the Loan and the Mezzanine Loan) not in
excess of 95%; (vii) No Partial Release will be
permitted unless Borrower establishes to Lender's
reasonable satisfaction that (A) the Debt Service
Coverage Ratio, determined using Lender's underwriting
standards, for the Remaining Property is and shall
continue to be equal to or greater than the greater of
(1) 1.25:1.00 (exclusive of the Partial Release Parcel)
or (2) the Debt Service Coverage Ratio for the Property
immediately prior to the Partial Release (inclusive of
the Partial Release Parcel) and, (B) if the Mezzanine
Loan remains outstanding at the time of the Partial
Release, the Aggregate Debt Service Coverage Ratio,
determined using Lender's underwriting standards, for
the Remaining Property is and shall continue to be equal
to or greater than the greater of (1) 1.02:1.00
(exclusive of the Partial Release Parcel) or (2) the
Aggregate Debt Service Coverage Ratio for the Property
immediately prior to the Partial Release (inclusive of
the Partial Release Parcel); and (viii) The Mezzanine
Lender shall have approved the Partial Release in
writing.
----------------------------------------------------------------------------------------------------------------------
III-6
----------------------------------------------------------------------------------------------------------------------
AmeriCold Portfolio With respect to the loan listed at the left, the loan
documents permit the release of certain individual
properties in connection with a specified release amount
and yield maintenance payment in the case in which an
event of default exists and can not be cured except if
the applicable individual property were released. Such
release is subject to the following conditions, among
others: (i) no event of default shall exist; and (ii)
the management agreement shall be amended to drop the
released property from the list of properties being
managed thereunder. In addition, the loan documents
provide for the release of unimproved areas of any
individual property constituting the mortgaged property
which, among other things, generate no rents, are not
necessary for the operation of the remainder of such
individual property, would not materially and adversely
affect the value of, or cash flow from, the remainder of
such individual property. Such release shall satisfy
certain conditions including, without limitation, the
following: (i) certification that the proposed use of
the release parcel shall not be incompatible with the
remaining property and shall not have a material adverse
impact on the income and expense of the remaining
property; (ii) the delivery of an endorsement to the
lender's title insurance policy insuring that lender
will continue to have a first lien against the remaining
property; and (iii) receipt by the lender of an
appraisal of the remaining property showing that the
value of such property before and after any construction
of improvements on the released property shall be equal
to the greater of 100% of the value of the property
prior to release or 100% of the allocated loan amount of
the property on the date of release.
----------------------------------------------------------------------------------------------------------------------
AmeriCold Portfolio With respect to loan listed to the left, the loan
documents permit the release of certain parcels of land
in connection with a substitution of individual
properties of like kind and value provided the following
conditions, among others, are satisfied: (i) the
allocated loan amount of the substituted property, when
taken together with all the allocated loan amounts of
all other substituted properties, does not exceed 30% of
the original loan balance; (ii) no event of default
shall exist after giving effect to the substitution;
(iii) after giving effect to the substitution, the debt
service coverage ratio shall not be less than the
greater of such ratio at closing and such ratio for the
12 calendar months prior to the substitution; (iv) the
borrower shall execute and deliver all appropriate loan
documents with respect to the substitute property; and
(v) the borrower shall have delivered title insurance in
a an amount equal to 125% of the substitute property's
allocated loan amount with applicable endorsements.
----------------------------------------------------------------------------------------------------------------------
III-7
----------------------------------------------------------------------------------------------------------------------
Xxxxxx Valley Mall With respect to the loan listed to the left, the loan
documents provide for the release of any one or more
properties upon a sale of such property to a bona fide
third party purchaser, subject to the satisfaction of
certain conditions, including among others, that (i) no
event of default has occurred and is continuing, (ii)
the Release Parcel shall be vacant, non-income producing
and unimproved; and (iii) in the event of a
securitization, the Rating Agencies shall have confirmed
that the release will not result in a downgrade,
withdrawal or qualification of the then current rating
assigned to any class of Securities by the Rating
Agencies and Borrower shall deliver an opinion of
counsel opining on matters related to REMIC issues.
----------------------------------------------------------------------------------------------------------------------
Xxxxxx Valley Mall With respect to the loan listed to the left, the loan
documents provide for a release of the lien from one or
more portions of Mortgaged Property by substituting
another property of like use, value and condition in the
same shopping mall as the potion of the property to be
released, subject to satisfaction of the following
conditions, among others: (a) no Event of Default shall
exist at the time; (ii) the parcel to be released shall
be vacant, non-income producing and unimproved; (iii)
Borrower shall acquire fee simple title to the property
to be substituted; (iv) Borrower shall provided Lender
with certain loan documents, environmental reports,
property condition reports and physical condition
reports as set forth in the loan documents; (v) Borrower
shall provide an endorsement to the existing title
policy insuring the lien over the substituted property;
and (vi) the released parcel and the substituted parcel
shall be separate tax lots.
----------------------------------------------------------------------------------------------------------------------
Barclays With respect to the loan listed to the left, the
mortgage loan documents permit, in connection with a
sale of any of the 5 properties, the release of the
related deed of trust from the cross such that the deed
of trust no longer secures the loan subject to, among
others, the following conditions: (1) The Note shall
have been partially defeased in accordance with the
terms thereof; (2) after the completion of the
contemplated release, the Loan must have a loan to value
ratio at or below than seventy percent (70%); (3)
immediately after the completion of the contemplated
release, the aggregate debt service coverage ratio for
the Loan, shall be at least 1.25 to 1.00; and (4) each
tenant at each of the properties not being released must
be open for business to the public.
----------------------------------------------------------------------------------------------------------------------
III-8
Representation #39
----------------------------------------------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
----------------------------------------------------------------------------------------------------------------------
All Loans Mortgage loans in many or all cases provide for recourse
liability to the borrower and/or other guarantors or
indemnitors other than the borrower for matters and/or
under circumstances which are in addition to those
items specified in representation number 39.
----------------------------------------------------------------------------------------------------------------------
City Crescent With respect to the loan listed to the left, the Mortgage
Loan documents limit the recourse liability of the
Mortgagor with respect to misapplication of rents
collected to intentional misapplication.
----------------------------------------------------------------------------------------------------------------------
III-9
SCHEDULE IV
EXCEPTIONS TO GROUND LEASE REPRESENTATIONS AND WARRANTIES
Representation #2
----------------------------------------------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
----------------------------------------------------------------------------------------------------------------------
Tower at Northside With respect to the loan listed to the left, any
assignment (other than an assignment to lender in
connection with a foreclosure provided certain management
standards set forth in the Ground Lease are satisfied)
with respect to the mortgaged property subject to the
lease requires the consent of the ground lessor.
----------------------------------------------------------------------------------------------------------------------
Representation #3
----------------------------------------------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
----------------------------------------------------------------------------------------------------------------------
LA Fitness Center With respect to the loan listed to the left, the Ground
Lease does not require the consent of the mortgagee for
any amendments or modifications to the Ground Lease.
----------------------------------------------------------------------------------------------------------------------
Representation #8
----------------------------------------------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
----------------------------------------------------------------------------------------------------------------------
642 Westchester With respect to the loan listed to the left, the original
term of the related Ground Lease extends only 14 years
beyond the Stated Maturity Date.
----------------------------------------------------------------------------------------------------------------------
Representation #10
----------------------------------------------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
----------------------------------------------------------------------------------------------------------------------
Tower at Northside With respect to the loans listed to the left, the consent
Mervyn's at Crossroads Town Center of the lessor for any subletting of the related Mortgaged
Property is required.
----------------------------------------------------------------------------------------------------------------------
IV-1
Representation #11
----------------------------------------------------------------------------------------------------------------------
Loan Number Loan Name Description of Exception
----------------------------------------------------------------------------------------------------------------------
642 Westchester With respect to the loan listed to the left, the ground
lessor under the Ground Lease is not required to enter
into a new lease in the event of a termination of such
Ground Lease because of non-payment of rent.
----------------------------------------------------------------------------------------------------------------------
LA Fitness Center With respect to the loan listed to the left, the ground
lessor under the Ground Lease is not required to enter
into a new lease in the event of a termination of such
Ground Lease.
----------------------------------------------------------------------------------------------------------------------
IV-2
ANNEX A
MORTGAGE LOAN SCHEDULE
Annex A-1
MORTGAGE LOAN
LOAN LOAN GROUP LOAN / PROPERTY
NUMBER SELLER NUMBER PROPERTY NAME ADDRESS
------------------------------------------------------------------------------------------------------------------------------------
2 CGM 1 CGM AmeriCold Portfolio Various
2.1 1 Plover 0000 Xxxxxxx 00
2.2 1 Salem 0000 Xxxxxxxx Xxxx Xxxxxxxxx
2.3 0 Xxxxx Xxxx 0000 Xxxx X Xxxxxxxxx
2.4 1 Xxxxxxxxx 00000 Xxxxxxxx Xxxx
2.5 1 Tarboro 000 Xxxx Xxx Xxxx
2.6 1 Leesport 00 Xxxxxxx Xxxx
0.0 0 Xxxxxxx Xxxxxxx 0000 Xxxxxx Xxxxx Xxxxxxxxx
2.8 1 Tomah 00000 Xxxxx Xxxxxx
2.9 1 Texarkana 0000 Xxxxx Xxxx
2.10 1 Fremont 000 Xxxxx Xxxxxxxxx Xxxxxx
2.11 1 Burlington 000 Xxxxx Xxxxxx Xxxxxx
2.12 1 Springdale Freezer 0000 Xxxxx Xxxxxxxx Xxxx
2.13 1 Marshall 0000 Xxxx Xxxxx Xxxxxx
2.14 1 Charlotte North 0000 Xxxxxxxx Xxxxxx
2.15 1 Birmingham 000 Xxxx 00xx Xxxxxx
------------------------------------------------------------------------------------------------------------------------------------
3 CGM 1 Greensboro Corporate Center 8401 & 0000 Xxxxxxxxxx Xxxxx
7 CGM 1 Xxxxxx Valley Mall 00000 Xxxx Xxxxxx
8 CGM 1 0000 Xxxxxx Xxxxxx 0000 Xxxxxx Xxxxxx
13 CGM 1 Xxxxxx Center Xxxxxxxxx xxxxxx xx Xxxxxxxx Xxxxxx & Xxxxxx Xxxxxxxxx
00 CGM 0 Xxxxxxxxxx Xxxxxxxxxxx 12945-13225 Peyton Drive
16 CGM 0 Xxxx Xxxxxxxx 00 Xxxxx Xxxxxx Xxxxxx
24 CGM 1 Plaza at Xxxxxx Hills 17877-18271 Xxxx Xxxxxx
00 XXX 0 Xxxxxxxxxx Xxxxxxxx 000 Xxxxxxxx Xxxxxxxxx
31 CGM 1 Gateway at Burbank 00-000 Xxxx Xxxxxxx Xxxxxx
32 CGM 0 Xxxxxxxxx Xxxxx 00000 00xx Xxxxxx Xxxx
34 CGM 1 Plaza on the Boulevard 0000-0000 Xxxx Xxxxxxxxxx Xxxx
35 CGM 0 Xxxx Xxxx Xxxxxxxxxxx 6815-6843 Lonetree Boulevard
37 CGM 1 The Tower at Northside 0000 Xxxxxxxxx Xxxxxxxx Xxxx
38 CGM 2 Forest Ridge Apartments 0000 Xxxxxx Xxxxx Xxxxx
40 CGM 1 Xxxxxx Village 0000 Xxxx Xxxxxx Xxx
------------------------------------------------------------------------------------------------------------------------------------
41 CGM 1 2, 4 & 0 Xxxx Xxx Various
41.1 1 0 Xxxx Xxx 0 Xxxx Xxx
41.2 1 4 Omni Xxx 0 Xxxx Xxx
41.3 1 6 Omni Xxx 0 Xxxx Xxx
------------------------------------------------------------------------------------------------------------------------------------
43 CGM 2 Villa D'Este 0000 Xxxxxxx Xxxxxx
45 CGM 1 InfoUSA - Xxxxxxx, NE 0000 Xxxxx 00xx Xxxxxx
46 CGM 1 Gateway Plaza 13201-13297 Gateway Center Drive
47 CGM 1 InfoUSA - Papillion, NE 0000 Xxxx 0xx Xxxxxx
49 CGM 1 000-000 Xxxxxxx Xxxxxx 000-000 Xxxxxxx Xxxxxx
52 CGM 1 Salishan Spa & Golf Resort 0000 Xxxxxxx 000 Xxxxx
54 CGM 0 Xxxxxxxxx Xxxxx 00000-00000 Xxxxxxxx Boulevard
------------------------------------------------------------------------------------------------------------------------------------
55 CGM 1 TownePlace Suites - Miami Various
55.1 1 TownePlace Suites - Miami Lakes 0000 Xxxxxxxxx 000xx Xxxxxx
55.2 1 TownePlace Suites - Miami Airport West 10505-10525 Xxxxxxxxx 00xx Xxxxxx
------------------------------------------------------------------------------------------------------------------------------------
58 CGM 1 Xxxx'x Plaza 00 Xxxxxxxxxx Xxxxxx, 50 Xxx Xxxx Street, 00 Xxxxxx
Xxxxxx, and 000 Xxxxxxx Xxxxxx
59 CGM 1 Hotel Indigo - Atlanta, GA 000 Xxxxxxxxx Xxxxxx
60 CGM 0 Xxxxxx Xxxxxxxx Xxxx 000-000 Xxxxxx Xxxxx
61 CGM 0 Xxxxxxx Xxxxxxxxxxx 000 Xxxxxxx Xxxxx
62 CGM 1 The Tides 000 Xxxxx Xxxxxx Xxxxxxxxx
64 CGM 1 Medstar Building 0000 Xxxxxxx Xxxxx
65 CGM 2 Cottonwood Apartments 0000 Xxxxx 000 Xxxx
69 CGM 1 Ventu Park 000 Xxxxx Xxxxx-Xxxx Xxxx
72 CGM 1 Doubletree Hotel - Miami, FL 0000 Xxxxx Xxxxxxxx Xxxxx
73 CGM 1 Top Foods - Puyallup, WA 000 00xx Xxxxxx Xxxxxxxxx
74 CGM 1 The Generations Network, Inc. 360 & 466 West 4800 North
81 CGM 1 Perryville Station 5301 Pulaski Highway
83 CGM 2 Hidden Lake Apartments 0000 Xxxxxx Xxxx Xxxxx
85 CGM 0 Xxxxxxx Xxx - Xxxx Xxxxxx, XX 3145 Xxxx Xxxxxx Xxxxxx Xxxxx
00 CGM 1 0000 00xx Xxxxxx 0000 00xx Xxxxxx
92 CGM 0 Xxxxxxxxx Xxxxxxx Xxxxxx 0000 Xxxxxxxx Xxxxxx
98 CGM 0 Xxxxx 00 Retail Annex 000-000 XxXxxx Xxxxxxxxx
99 CGM 0 Xxxxxxxxxx Xxxx Professional Center 0000 Xxxxxxxxxx Xxxx
100 CGM 1 Bald Mountain 0000 Xxxxx Xxxxxx Xxxx
102 CGM 1 City National Bank Data Center 0000 Xxxx Xxxxxxx Xxxxxxxxx
103 CGM 0 Xxxxxxx Xxx & Xxxxxx - Xxxxxx, XX 00000 Xxxxxx Xxxxx
000 XXX 0 Xxxxx Xxxx III Apartments 0000 Xxxxx Xxxx Xxxx
106 CGM 1 0000 Xxxxxx Xxxxxx 0000 Xxxxxx Xxxxxx
107 CGM 1 Clocktower Shopping Center 000-000 Xxxx Xxxx Xxxx
108 CGM 1 Dogwood Station Shopping Center 0000-0000 Xxxxx Xxxxxxx Xxxx
109 CGM 1 Crossroads Shopping Center 0000 Xxxxx Xxxx
111 CGM 1 Cherokee Building I 0000 Xxxxxxxx Xxxxxx
112 CGM 1 00 Xxxxxxxxxx Xxxxx 0000 Xxxxxx Xxxxx Xxxxx
000 XXX 0 Xxxxxx Xxxx and Back Bay Properties 0 Xxxxx Xxxxxx, 00 Xxxxxxx Xxxxxx, 00 Xxxxxxxx Xxxxxx,
00 Xxxxx Xxxxxxx Street, 00 Xxxxxxx Xxxxxx, 00 Xxxxx
Xxxxxxx Street, 00 Xxxx Xxxxx Xxxxxx, 77 Philips
Street, 000 Xxxxxxxxx Xxxxxx
121 CGM 1 Cherokee Building II 0000 Xxxxxxxx Xxxxxx
123 CGM 0 Xxxxx'x Xxxx Xxxxxxxxx Xxxxxx 0 Xxxxxx Xxxx
125 CGM 1 Xxxxxxxx Xxxxxx Xxxxxxxxx & Xxxxxxx Law Office 0000 Xxxx Xxxxxxxxxx Xxxxxxxxx
126 CGM 0 Xxxxxx Xxxx Xxxxxxx Xxxxx 0000 Xxxxx Xxxx 00xx Xxxxxx
127 CGM 0 Xxxxxxxxxx Xxxxxx 0000-0000 Xxxxxxx Xxxxx Xxxxxxxxx and 17216-17270
Hawthorne Boulevard
128 CGM 1 Xxxx'x Home Improvement 0000 Xxxxx Xxxx Xxxxxx
129 CGM 0 Xxxx Xxx Xxxxx Xxxx Xxxxx Medical Center 000 Xxxxxxx Xxxxx
130 CGM 0 Xxxxxxx Xxxxxx 00 Xxxxxxx Xxxxxxxxx
131 CGM 1 LA Fitness 0000 Xxxxxxx Xxxxxx
132 CGM 1 Kohls - Florence, SC 0000 Xxxx Xxxxx Xxxxx
137 CGM 0 Xxxxx Xxxxx Xxxxxxxxxx 0000 Xxxxxxxxx Xxxxxxxxx
138 CGM 1 Pismo Beach Office 000 Xxxxx Xxx
142 CGM 1 000 Xxxx Xxxx Xxxx 000 Xxxx Xxxx Xxxx
000 CGM 1 Holiday Inn Express - Boone, NC 1943 Blowing Rock Road
145 CGM 0 Xxxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx 000-000 Xxxxxxx Xxxx
------------------------------------------------------------------------------------------------------------------------------------
147 CGM 1 Xxxxxxx'x Portfolio Various
147.1 1 Xxxxxxx'x Portfolio - Applebees 00000 Xxxxx Xxxxx 00
147.2 1 Xxxxxxx'x Portfolio - Xxxxxxx Drugs 0000 00xx Xxxxxx Xxxxxxxxx
147.3 1 Xxxxxxx'x Portfolio - Sterlings Bank 00000 Xxxx Xxxxxxx Xxxxx Xxxxx
147.4 1 Xxxxxxx'x Portfolio - Jiffy Lube 000 00xx Xxxxxx Xxxxxxxxx
147.5 1 Xxxxxxx'x Portfolio - Auto Zone 000 00xx Xxxxxx Xxxxxxxxx
------------------------------------------------------------------------------------------------------------------------------------
148 CGM 0 Xxxxxxxxx Xxx - Xxxxxxxxxx, XX 0000 Xxxxx 00
000 XXX 0 Xxxxx Xxxxx 0000 Xxxx Xxxx Xxxxxxx
000 CGM 2 Water Song Apartments 00000 Xxxxxxxxxx Xxxx
151 CGM 1 Quality Inn - Norfolk Naval Station 0000 Xxxxxxx Xxxxxxxxx
152 CGM 2 The Oaks of XxXxxxxxxx 0000 Xxxxxxxx Xxxxx Xxxxx
153 CGM 1 Portsmouth Medical 000 Xxxxxxxxx Xxxxxx
154 CGM 0 Xxxxxxxx Xxxxxxxx Xxxx Xxxxx - Xxxxxxxxx, XX 0000 Xxxxxxxxx Xxxxxx
158 CGM 0 XxxxxXxxxx Xxxxxx - Xxxxx Xxxxxx, XX 000 Xxxxxxx Xxxx
161 CGM 1 Southwest Medical Associates, Inc. 0000 Xxxx Xxxxxxxxxx Xxxxxxxxx
162 CGM 0 Xxxxxxxxx Xxxxxxx 0000 Xxxxxxxxx Xxxxxxx Xxxxx
164 CGM 1 Mervyns at Xxxxxxxxxx Xxxxx Xxxxxx 0000 Xxxxx Xxxxxxx Xxxx
165 CGM 1 Palmdale Center 000-000 Xxxx Xxxxxxxx Xxxxxxxxx
167 CGM 2 The Lakes at Gig Harbor 0000 000xx Xxxxxx Xxxxxxxxx
169 CGM 1 0000 Xxxxxxxx 0000 Xxxxxxxx
171 CGM 1 000 Xxxxxx Xxxxxx 000 Xxxxxx Xxxxxx
172 CGM 1 Bandera Trails Retail Center 00000 Xxxx Xxxxxxx Xxxx
175 CGM 0 Xxxxxxx Xxx & Xxxxxx - Xxxxxxxx, XX 00000 Battleview Parkway
177 CGM 1 Canton Medical 000 Xxxxxxxx Xxxx
182 CGM 1 CVS Shopping Center 0000-0000 Xxxxxx Xxxxxx
185 CGM 1 Village on the Green 000 Xxxxx Xxxx Xxxx
000 CGM 0 Xxxxxxxxxx Xxxxx 00 Xxxxxxxxx Xxxxxx
190 CGM 1 Cannery Mall 000 Xxxxxxxxx 0xx Xxxxxx
191 CGM 0 Xxxxxxx Xxx - Xxxxx Xxxx, XX 20 Waterchase Drive
195 CGM 0 Xxxxxxxx Xxxxxxxx Xxxx Xxxxx - Xxxxxxx, XX 3491 Dolphin Drive
197 CGM 0 Xx Xxxxxx - Xxxxxxx, XX 00000 Business Park Drive
198 CGM 1 Gander Mountain 0000 Xxxxx Xxxx
212 CGM 0 Xxxxx Xxxxx 000000 Xxxxx Xxxx 200
215 CGM 1 000 Xxxxxxxxxxx Xxxxxx 000 Xxxxxxxxxxx Xxxxxx
217 CGM 0 Xxxxxxx Xxxxxxxx Xxxxxx 0000 Xxxxxxxxx Xxxxxxxxx XX and 4320 & 0000 Xxxx
Xxxxxxxxx XX
222 CGM 1 Home Design Center 101-139 Northeast 91st Street
225 CGM 1 American Association of Blood Banks 0000 Xxxxxxxxx Xxxx
227 CGM 1 Inn at Xxxxxx Xxxxx 0000 Xxxxx Xxxxxxx Xxxxxx
228 CGM 1 Centennial Area Learning Center 0000 Xxxxxxxx Xxxx
230 CGM 0 Xxxxxxx Xxxx Xxxxxxx 0000 Xxxxxxx Xxxx Xxxxxxxxx
231 CGM 1 Northwoods Urology Medical Office 135 Vision Park Boulevard
235 CGM 0 Xxxxxxx Xxx & Xxxxxx - Xxxxxxxx Xxxx, XX 0000 Xxxx 000xx Xxxxxx
244 CGM 1 DeZavala Oaks Shopping Center 5860 & 0000 XxXxxxxx Xxxx
251 CGM 1 000-000 Xxxx Xxxxxxxxxx Xxxxxx 000-000 Xxxx Xxxxxxxxxx Xxxxxx & 000 Xxxxx Xxxxxx
Xxxxxx
253 CGM 1 Walgreens - Pearland, TX 0000 Xxxxxxxx Xxxxxx
258 CGM 0 Xxxx & XxXxxxxx Xxxxxxxx Xxxxxx 0000 Xxxxx Xxxx Xxxxxx
262 CGM 1 Walgreens - Portland, OR 0000 Xxxxx Xxxxxxx Xxxxxx
266 CGM 1 Golfsmith Golf Center 4141 LBJ Freeway
268 CGM 1 Quality Inn - Annapolis, MD 0000 Xxxxxxxxx Xxxx
272 CGM 0 Xxxxxxxxx Xxxxx Xxxx 1 0000 Xxxx Xxxxxxxx Xxxx
273 CGM 1 Xxxxxx'x Italian Foods 000 Xxxx Xxxx Xxxxxx
282 CGM 1 Allstate Insurance Company - Pittsburgh, PA 1721 Xxxxxxx Road
291 CGM 1 Acme Plaza Shopping Center II (Magnolia) 0 Xxxxxx Xxxx
298 CGM 0 Xxxxxxxxx Xxxxx Xxxx 2 0000 Xxxx Xxxxxxxx Xxxx
306 CGM 1 Rite Aid - Lancaster, NH 000 Xxxx Xxxxxx
CUT-OFF DATE
LOAN PRINCIPAL
NUMBER CITY STATE ZIP CODE COUNTY BALANCE
--------------------------------------------------------------------------------------------------------------------------------
2 Various Various Various Various 145,000,000.00
2.1 Xxxxxx XX 00000 Portage
2.2 Xxxxx XX 00000 Xxxxxx
2.3 Xxxxx Xxxx XX 00000 Grant
2.4 Xxxxxxxxx XX 00000 Umatilla
2.5 Xxxxxxx XX 00000 Xxxxxxxx
2.6 Xxxxxxxx XX 00000 Berks
2.7 Xxxxxxx XX 00000 Xxxxxx
2.8 Xxxxx XX 00000 Monroe
2.9 Xxxxxxxxx XX 00000 Xxxxxx
2.10 Xxxxxxx XX 00000 Dodge
2.11 Xxxxxxxxxx XX 00000 Skagit
2.12 Xxxxxxxxxx XX 00000 Washington
2.13 Xxxxxxxx XX 00000 Saline
2.14 Xxxxxxxxx XX 00000 Mecklenburg
2.15 Xxxxxxxxxx XX 00000 Jefferson
---------------------------------------------------------------------------------------------------------------------------------
3 XxXxxx XX 00000 Fairfax 130,000,000.00
7 Xxxxxx Xxxxxx XX 00000 Riverside 88,000,000.00
8 Xxxxxxxxxxxx XX 00000 Philadelphia 85,000,000.00
13 Xxxxxx Xxxx XX 00000 Los Angeles 64,000,000.00
00 Xxxxx Xxxxx XX 00000 Xxx Xxxxxxxxxx 63,000,000.00
00 Xxxxxxxxx XX 00000 Xxxxxxxxx Xxxx 57,750,000.00
00 Xxxx xx Xxxxxxxx XX 00000 Los Angeles 37,400,000.00
27 Xxxxxxxx XX 00000 Berks 36,504,000.00
31 Xxxxxxx XX 00000 Los Angeles 31,600,000.00
32 Xxxxxxxx XX 00000 Snohomish 30,350,000.00
34 Xxxxxxxx XX 00000 Saint Louis 28,560,000.00
35 Xxxxxxx XX 00000 Placer 28,500,000.00
37 Xxxxxxx XX 00000 Xxxxxx 26,945,000.00
38 Xxxxxxxxx XX 00000 Tarrant 26,775,000.00
40 Xxxxx XX 00000 Xxxxxxxx 23,334,317.12
---------------------------------------------------------------------------------------------------------------------------------
41 Xxxxxxxxxx XX 00000 Middlesex 23,050,000.00
41.1 Xxxxxxxxxx XX 00000 Middlesex
41.2 Xxxxxxxxxx XX 00000 Middlesex
41.3 Xxxxxxxxxx XX 00000 Middlesex
---------------------------------------------------------------------------------------------------------------------------------
43 Xxxxxx XX 00000 Los Angeles 22,400,000.00
00 Xxxxx XX 00000 Xxxxxxx 20,794,000.00
46 Xxxxxxxxxx XX 00000 Prince Xxxxxxx 20,720,000.00
00 Xxxxxxxxx XX 00000 Sarpy 20,331,000.00
49 Xxx Xxxx XX 00000 New York 20,000,000.00
52 Xxxxxxxx Xxxxx XX 00000 Lincoln 19,750,000.00
54 Xxxxx Xxxxxxx XX 00000 Los Angeles 18,600,000.00
---------------------------------------------------------------------------------------------------------------------------------
55 Various FL Various Miami-Dade 17,635,000.00
55.1 Xxxxx Xxxxx XX 00000 Miami-Dade
55.2 Xxxxx XX 00000 Miami-Dade
---------------------------------------------------------------------------------------------------------------------------------
58 Pawtucket and Xxxxxxxxxx XX 00000 Providence 17,265,000.00
59 Xxxxxxx XX 00000 Xxxxxx 17,250,000.00
60 Xxxxxxxxxxx XX 00000 Allegheny 17,000,000.00
61 Xxxxxxx Xxxx XX 00000 Newport News City 17,000,000.00
62 Xxxxx Xxxxxx XX 00000 Los Angeles 16,950,000.00
64 Xxxxxxxx XX 00000 Xxxxxx 16,500,000.00
65 Xxxx Xxxx Xxxx XX 00000 Salt Lake 16,000,000.00
00 Xxxxxxxx Xxxx (Xxxxxxx Xxxx) XX 00000 Ventura 15,400,000.00
72 Xxxxx XX 00000 Miami-Dade 15,045,488.65
73 Xxxxxxxx XX 00000 Xxxxxx 15,000,000.00
74 Xxxxx XX 00000 Utah 14,420,000.00
81 Xxxxxxxxxx XX 00000 Xxxxx 13,500,000.00
83 Xxxx XX 00000 Summit 13,400,000.00
00 Xxxx Xxxxxx XX 00000 Xxx Xxxxxxx 13,210,752.55
00 Xxxxx Xxxxxx XX 00000 Xxx Xxxxxxx 12,700,000.00
92 Xxxxxxx XX 00000 King 12,200,000 (Note 8)
98 Xxxxxxxx XX 00000 Passaic 11,268,496.32
99 Xxxxxxxxx XX 00000 Xxxxxxxx 11,250,000.00
100 Xxxx Xxxxx XX 00000 Oakland 11,000,000.00
102 Xxx Xxxxxxx XX 00000 Los Angeles 10,988,273.58
000 Xxxxxx XX 00000 Loudoun 10,979,387.70
104 Xxxxxxxxxx XX 00000 Allegheny 10,800,000.00
000 Xx Xxxxxxx XX 00000 Xxx Xxxxxxx 10,729,406.04
000 Xxxxx Xxxxx XX 00000 Nassau 10,700,000.00
108 Xxxxxxxxx XX 00000 Baltimore 10,700,000.00
109 Xxxxxxxxxxx XX 00000 Xxxx 10,540,000.00
111 Xxxxxxxxxx XX 00000 Fairfax 10,150,000.00
112 Xxxxxxxxx XX 00000 Cuyahoga 10,000,000.00
000 Xxxxxx XX 00000; 02116 (000 Xxxxxxxxx Xxxxxx) Xxxxxxx 9,969,440.67
121 Xxxxxxxxxx XX 00000 Fairfax 9,625,000.00
123 Xxxxxxxxxx XX 00000 Middlesex 9,500,000.00
125 Xxx Xxxxx XX 00000 Xxxxx 9,390,000.00
126 Xxxxxxxx Xxxx XX 00000 Oklahoma 9,382,177.96
127 Xxxxxxxx XX 00000 Los Angeles 9,200,000.00
000 Xxxx Xxxxx XX 00000 Guilford 9,200,000.00
000 Xxx Xxxxx XX 00000 New Haven 9,000,000.00
000 Xxxxxxxx XX 00000 Dutchess 9,000,000.00
000 Xxxxxx Xxxxxx XX 00000 Xxxxxxxxxx 9,000,000.00
132 Xxxxxxxx XX 00000 Florence 9,000,000.00
000 Xxx Xxxx XX 00000 Xxx Xxxxxxx 8,553,313.08
138 Xxxxx Xxxxx XX 00000 San Xxxx Obispo 8,500,000.00
142 Xxxxxxxx XX 00000 Fairfield 8,370,000.00
143 Xxxxx XX 00000 Watauga 8,291,367.12
000 Xxxxxxx Xxxxx XX 00000 Suffolk 8,200,000.00
---------------------------------------------------------------------------------------------------------------------------------
000 Xxxxxxx XX Various Various 8,100,000.00
147.1 Xxx Xxxxxx XX 00000 Island
147.2 Xxxxxxx XX 00000 King
147.3 Xxxxxxx Xxxx XX 00000 Spokane
147.4 Xxxx Xxxxxxx XX 00000 Snohomish
147.5 Xxxx Xxxxxxx XX 00000 Snohomish
---------------------------------------------------------------------------------------------------------------------------------
148 Xxxxxxxxxx XX 00000 Xxxxxx 8,100,000.00
000 Xxxxxx Xxxxxx XX 00000 Xxxxxxxxxx 8,091,000.00
150 Xxxxxxx XX 00000 Xxxxxx 8,070,000.00
151 Xxxxxxx XX 00000 Norfolk City 8,061,735.76
000 Xxxxxxxxxx XX 00000 Allegheny 8,000,000.00
153 Xxxxxxxxxx XX 00000 Rockingham 8,000,000.00
154 Xxxxxxxxx XX 00000 Escambia 7,988,241.12
000 Xxxxx Xxxxxx XX 00000 Burlington 7,835,000.00
161 Xxx Xxxxx XX 00000 Xxxxx 7,784,605.49
162 Xxxxxxxxx XX 00000 Mecklenburg 7,663,000.00
164 Xxxxxxx XX 00000 Maricopa 7,560,000.00
165 Xxxxxxxx XX 00000 Los Angeles 7,500,000.00
000 Xxx Xxxxxx XX 00000 Xxxxxx 7,400,000.00
000 Xxxxx Xxxxxx XX 00000 Xxx Xxxxxxx 7,350,000.00
000 Xxx Xxxxxxxxx XX 00000 Xxx Xxxxxxxxx 7,200,000.00
000 Xxx Xxxxxxx XX 00000 Bexar 7,200,000.00
175 Xxxxxxxx XX 00000 Prince Xxxxxxx 6,850,000.00
000 Xxxxxx XX 00000 Cherokee 6,695,000.00
000 Xxxxxx XX 00000 Baltimore 6,465,490.39
000 Xxx Xxxxxxx XX 00000 Bexar 6,200,000.00
189 Xxxxxxxxxx XX 00000 Morris 6,088,972.34
190 Xxxxxxxxx XX 00000 Xxxxxx 6,000,000.00
000 Xxxxx Xxxx XX 00000 Hartford 6,000,000.00
195 Xxxxxxx XX 00000 Xxxxxxx 5,991,167.31
197 Xxxxxxx XX 00000 Xxxxxxx 5,988,781.85
198 Xxxx Xxxx XX 00000 Seminole 5,988,199.33
000 Xxxxx XX 00000 Nassau 5,260,000.00
215 Xxxxx XX 00000 Bronx 5,121,080.56
000 Xxxxxxxxxxx XX 00000 Bernalillo 5,000,000.00
222 Xxxxxx Xxxx XX 00000 Clay 4,850,000.00
225 Xxxxxxxx XX 00000 Xxxxxxxxxx 4,600,000.00
227 Xxxxxx Xxxxx XX 00000 Clatsop 4,550,000.00
000 Xxxxxx Xxxxx XX 00000 Anoka 4,500,000.00
230 Xxxxxxx XX 00000 Suffolk City 4,400,000.00
000 Xxxxxxxxxx XX 00000 Xxxxxxxxxx 4,400,000.00
000 Xxxxxxxx Xxxx XX 00000 Xxxxxxx 4,291,753.34
000 Xxx Xxxxxxx XX 00000 Bexar 3,865,713.67 (Note 9)
000 Xxx Xxxxx XX 00000 Washtenaw 3,635,946.48
253 Xxxxxxxx XX 00000 Brazoria 3,596,198.39
258 Xxxxx Xxx XX 00000 Orange 3,400,000.00
262 Xxxxxxxx XX 00000 Multnomah 3,300,000.00
000 Xxxxxxx Xxxxxx XX 00000 Dallas 3,160,000.00
268 Xxxxxxxxx XX 00000 Xxxx Arundel 3,078,474.38
000 Xxxxxxxxx XX 00000 Tarrant 2,697,702.53
000 Xxxx Xxxx XX 00000 Suffolk 2,597,826.40
282 Xxxxxxxxxx XX 00000 Allegheny 2,400,000.00
000 Xxxx Xxx Xxxxx Xxxxx XX 00000 Cape May 2,250,000.00
000 Xxxxxxxxx XX 00000 Tarrant 1,868,377.32
306 Xxxxxxxxx XX 00000 Coos 1,520,000.00
CROSS
COLLATER-
ALIZED
(MORTGAGE MASTER ADDITIONAL
LOAN LOAN SERVICING ARD LOAN INTEREST RATE
NUMBER GROUP) MORTGAGE RATE FEE RATE (YES/NO)? ARD AFTER ARD
------------------------------------------------------------------------------------------------------------------------------------
2 No 5.4640% 0.0200% No
2.1
2.2
2.3
2.4
2.5
2.6
2.7
2.8
2.9
2.10
2.11
2.12
2.13
2.14
2.15
------------------------------------------------------------------------------------------------------------------------------------
3 No 6.0000% 0.0200% No
7 No 5.9570% 0.0200% No
8 No 5.4350% 0.0200% No
13 No 5.5800% 0.0200% No
14 No 5.4300% 0.0200% No
16 No 6.1500% 0.0200% No
24 No 5.8200% 0.0200% No
27 No 6.1540% 0.0200% No
31 No 5.5600% 0.0200% Yes 05/06/17 Greater of (i) 5% plus initial interest rate or (ii) 5%
plus Treasury Rate
32 No 5.5200% 0.0400% No
34 No 5.9200% 0.0200% No
35 No 5.8150% 0.0200% No
37 No 6.0150% 0.0200% No
38 No 5.8000% 0.0500% No
40 No 5.7000% 0.0200% No
------------------------------------------------------------------------------------------------------------------------------------
41 No 5.7179% 0.0200% No
41.1
41.2
41.3
------------------------------------------------------------------------------------------------------------------------------------
43 No 5.5200% 0.0200% No
45 No 6.0820% 0.0200% Yes 06/06/17 2% plus initial interest rate
46 No 5.8800% 0.0200% No
47 No 6.0820% 0.0200% Yes 06/06/17 2% plus initial interest rate
49 No 5.6800% 0.0200% No
52 No 5.7300% 0.0400% No
54 No 5.4600% 0.0200% No
------------------------------------------------------------------------------------------------------------------------------------
55 No 6.1360% 0.0200% No
55.1
55.2
------------------------------------------------------------------------------------------------------------------------------------
58 No 5.6440% 0.0200% No
59 No 5.9800% 0.0200% No
60 No 5.7700% 0.0600% Yes 05/06/17 Greater of (i) 2.5% plus initial interest rate or (ii) 3.5%
plus annualized yield
61 No 5.8200% 0.0200% No
62 No 5.4000% 0.0200% No
64 No 5.5600% 0.0500% No
65 No 5.6525% 0.0200% No
69 No 5.6540% 0.0200% No
72 No 6.1700% 0.0200% No
73 No 5.7500% 0.0500% No
74 No 5.7050% 0.0200% Yes 02/06/17 Greater of (i) 2% plus initial interest rate or (ii) 3%
plus annualized yield
81 No 5.9800% 0.0200% No
83 No 5.7800% 0.0200% No
85 No 5.7900% 0.0600% No
87 No 5.5550% 0.0700% No
92 No 5.8915% (Note 8) 0.0200% No
98 No 6.0775% 0.0200% No
99 No 5.8100% 0.0200% No
100 No 5.7000% 0.0200% No
102 No 5.6400% 0.0200% No
103 No 5.8900% 0.0400% No
104 No 5.8900% 0.0700% No
106 No 5.7900% 0.0200% No
107 No 5.5400% 0.0300% No
108 No 5.6300% 0.0200% No
109 No 5.8200% 0.0550% No
111 No 5.5600% 0.0500% No
112 No 5.9750% 0.0700% No
117 No 5.6400% 0.0200% No
121 No 5.5600% 0.0500% No
123 No 5.8700% 0.0200% No
125 No 5.7670% 0.0400% No
126 No 5.8370% 0.0200% Yes 05/06/17 Greater of (i) 2% plus initial interest rate or (ii) 3%
plus annualized yield
127 No 5.7800% 0.0500% No
128 No 5.6400% 0.0500% No
129 No 5.4600% 0.0200% No
130 No 5.4850% 0.0200% No
131 No 5.8050% 0.0200% No
132 No 5.4900% 0.0500% No
137 No 5.5960% 0.0200% No
138 No 5.6100% 0.0200% No
142 No 5.5450% 0.0200% No
143 No 5.7700% 0.0500% No
145 No 5.6360% 0.0200% No
------------------------------------------------------------------------------------------------------------------------------------
147 No 5.6400% 0.0600% No
147.1
147.2
147.3
147.4
147.5
---------------------------------------------------------------------------------------------------------------------------------
148 No 5.8000% 0.0700% No
149 No 5.9800% 0.0200% No
150 No 5.2250% 0.0200% No
151 No 5.9300% 0.0200% No
152 No 5.7300% 0.0200% No
153 No 5.7260% 0.0200% No
154 No 5.8800% 0.0500% No
158 No 6.1360% 0.0200% No
161 No 5.6540% 0.0200% No
162 No 5.7250% 0.0200% No
164 No 5.6500% 0.0200% No
165 No 5.5950% 0.0200% No
167 No 5.8020% 0.0400% No
169 No 5.8000% 0.0700% No
171 No 5.5430% 0.0200% No
172 No 5.4700% 0.0200% No
175 No 6.4050% 0.0500% No
177 No 5.9420% 0.0200% No
182 No 5.7150% 0.0200% No
185 No 5.5150% 0.0200% No
189 No 5.9600% 0.0500% No
190 No 5.8000% 0.0600% No
191 No 6.0300% 0.0200% Yes 02/06/17 Greater of (i) 2% plus initial interest rate or (ii) 3%
plus annualized yield
195 No 5.8700% 0.0500% No
197 No 5.9000% 0.0600% No
198 No 5.6700% 0.0700% No
212 No 5.7020% 0.0600% No
215 No 5.8570% 0.0200% No
217 No 5.8100% 0.0400% No
222 No 5.6700% 0.0200% No
225 No 5.5300% 0.0200% No
227 No 5.6300% 0.0200% No
228 No 5.8000% 0.0200% Yes 04/06/17 Greater of (i) 2% plus initial interest rate or (ii) 3%
plus annualized yield
230 No 5.6050% 0.0500% No
231 No 6.3460% 0.0200% No
235 No 5.7850% 0.0200% No
244 No 6.1280% (Note 9) 0.0200% No
251 No 5.7900% 0.0200% No
253 No 5.6900% 0.0200% No
258 No 5.8420% 0.0500% No
262 No 5.7000% 0.0500% No
266 No 5.7300% 0.0200% No
268 No 5.9240% 0.0600% No
272 No 6.8100% 0.0200% No
273 No 6.9000% 0.0200% No
282 No 5.9070% 0.0700% No
291 No 5.7650% 0.0200% No
298 No 6.7100% 0.0200% No
306 No 5.7800% 0.0500% No
INTEREST
RESERVE
MORTGAGE STATED PERIODIC PAYMENT ON
LOAN LOAN LOAN GRACE MATURITY FIRST DUE DATE AFTER
NUMBER (YES/NO)? TYPE PERIOD DATE CLOSING
------------------------------------------------------------------------------------------------------
2 No Interest Only 0 01/01/14 682,241.11
2.1
2.2
2.3
2.4
2.5
2.6
2.7
2.8
2.9
2.10
2.11
2.12
2.13
2.14
2.15
------------------------------------------------------------------------------------------------------
3 No Partial IO/Balloon 0 06/06/17 671,666.67
7 No Partial IO/Balloon 2 09/06/13 451,408.22 (Note 11)
8 No Partial IO/Balloon 0 06/06/14 397,811.81
13 No Interest Only 0 05/06/17 307,520.00
14 No Interest Only 0 04/06/17 294,577.50
16 No Interest Only 0 07/06/12 305,834.38
24 No Interest Only 0 06/06/17 187,436.33
27 No Interest Only 0 06/06/17 193,444.84
31 No Interest Only/ARD 0 05/06/37 151,293.78
32 No Partial IO/Balloon 0 04/06/17 144,263.67
34 No Partial IO/Balloon 0 06/06/17 145,592.53
35 No Partial IO/Balloon 0 04/06/16 142,709.79
37 No Partial IO/Balloon 0 04/06/17 139,563.87
38 No Interest Only 0 04/06/17 133,726.25
40 No Balloon 0 05/06/17 135,697.62
------------------------------------------------------------------------------------------------------
41 No Partial IO/Balloon 0 01/06/14 113,491.65
41.1
41.2
41.3
------------------------------------------------------------------------------------------------------
43 No Partial IO/Balloon 0 06/06/15 106,474.67
45 No Partial IO/ARD 0 06/06/37 108,903.95
46 No Interest Only 0 04/06/17 104,912.27
47 No Partial IO/ARD 0 06/06/37 106,479.09
49 No Interest Only 0 03/06/17 97,822.22
52 No Partial IO/Balloon 0 04/06/17 97,449.79
54 No Interest Only 0 05/06/17 87,451.00
------------------------------------------------------------------------------------------------------
55 No Partial IO/Balloon 0 06/06/17 93,179.42
55.1
55.2
------------------------------------------------------------------------------------------------------
58 No Partial IO/Balloon 0 03/06/17 83,909.82
59 No Partial IO/Balloon 0 06/06/17 88,827.92
60 No Interest Only/ARD 0 05/06/22 84,466.39
61 No Partial IO/Balloon 0 05/06/17 85,198.33
62 No Interest Only 0 05/06/17 78,817.50
64 No Partial IO/Balloon 0 04/06/17 78,998.33
65 No Partial IO/Balloon 0 04/06/17 77,878.89
69 No Interest Only 0 03/06/17 74,978.32
72 No Balloon 0 06/06/17 91,944.85
73 No Partial IO/Balloon 0 07/06/17 74,270.83
74 No Partial IO/ARD 0 02/06/37 70,840.25
81 No Interest Only 0 04/06/17 69,517.50
83 No Partial IO/Balloon 0 03/06/17 66,694.78
85 No Balloon 0 04/06/17 77,660.42
87 No Interest Only 0 04/06/17 60,750.10
92 No Partial IO/Balloon 0 03/06/14 72,296.31 (Note 8)
98 No Balloon 0 04/06/22 68,313.27
99 No Partial IO/Balloon 0 06/06/17 56,284.38
100 No Partial IO/Balloon 0 06/06/17 53,991.67
102 No Balloon 0 06/06/17 63,426.42
103 No Balloon 0 05/06/17 65,174.65
104 No Interest Only 0 03/06/17 54,777.00
106 No Balloon 0 05/06/17 63,007.51
107 No Partial IO/Balloon 0 06/06/17 51,044.94
108 No Partial IO/Balloon 0 02/06/17 51,874.19
109 No Interest Only 0 02/06/17 52,822.97
111 No Partial IO/Balloon 0 04/06/17 48,595.94
112 No Partial IO/Balloon 0 07/06/17 51,451.39
117 No Balloon 0 04/06/17 57,660.38
121 No Partial IO/Balloon 0 04/06/17 46,082.36
123 No Partial IO/Balloon 0 03/06/17 48,019.86
125 No Partial IO/Balloon 0 06/06/17 46,631.00
126 No ARD 0 05/06/37 55,376.47
127 No Partial IO/Balloon 0 05/06/17 45,790.44
128 No Interest Only 0 04/06/17 44,681.33
129 No Partial IO/Balloon 0 05/06/17 42,315.00
130 No Partial IO/Balloon 0 03/06/17 42,508.75
131 No Partial IO/Balloon 0 05/06/17 44,988.75
132 No Partial IO/Balloon 0 06/06/17 42,547.50
137 No Balloon 0 02/06/17 49,349.10
138 No Partial IO/Balloon 0 04/06/17 41,062.08
142 No Partial IO/Balloon 0 04/06/17 39,965.59
143 No Balloon 0 06/06/17 48,542.05
145 No Partial IO/Balloon 0 05/06/17 39,796.42
------------------------------------------------------------------------------------------------------
147 No Partial IO/Balloon 0 04/06/17 39,339.00
147.1
147.2
147.3
147.4
147.5
------------------------------------------------------------------------------------------------------
148 No Partial IO/Balloon 0 04/06/12 40,455.00
149 No Interest Only 0 06/06/17 41,664.16
150 No Partial IO/Balloon 0 03/06/17 36,309.40
151 No Balloon 0 04/06/17 51,816.77
152 No Partial IO/Balloon 0 03/06/17 39,473.33
153 No Partial IO/Balloon 0 06/06/17 39,445.78
154 No Balloon 0 06/06/17 50,958.88
158 No Partial IO/Balloon 0 06/06/17 41,398.40
161 No Balloon 0 05/06/17 45,044.12
162 No Interest Only 0 05/06/17 37,777.53
164 No Partial IO/Balloon 0 06/06/17 36,781.50
165 No Partial IO/Balloon 0 04/06/17 36,134.38
167 No Interest Only 0 04/06/17 36,971.63
169 No Interest Only 0 02/06/17 36,709.17
171 No Interest Only 0 05/06/17 34,366.60
172 No Partial IO/Balloon 0 03/06/17 33,914.00
175 No Balloon 0 07/06/17 42,869.58
177 No Partial IO/Balloon 0 06/06/17 34,256.46
182 No Balloon 0 02/06/17 37,787.84
185 No Partial IO/Balloon 0 04/06/17 29,443.97
189 No Balloon 0 02/06/17 36,535.25
190 No Partial IO/Balloon 0 04/06/17 29,966.67
191 No Partial IO/ARD 0 02/06/37 31,155.00
195 No Balloon 0 06/06/17 38,182.69
197 No Balloon 0 05/06/17 35,588.19
198 No Balloon 0 05/06/17 34,710.04
212 No Partial IO/Balloon 0 04/06/17 25,826.89
215 No Balloon 0 03/06/17 32,732.81
217 No Partial IO/Balloon 0 06/06/17 25,015.28
222 No Partial IO/Balloon 0 04/06/17 23,680.13
225 No Balloon 0 07/06/17 26,204.94
227 No Partial IO/Balloon 0 05/06/17 22,058.65
228 No Partial IO/ARD 0 04/06/37 22,475.00
230 No Balloon 0 07/06/17 25,273.35
231 No Balloon 0 07/06/17 27,366.87
235 No Balloon 0 05/06/17 25,189.32
244 No Balloon 0 09/06/16 23,704.38 (Note 9)
251 No Balloon 0 03/06/17 21,393.25
253 No Balloon 0 06/06/17 20,871.61
258 No Partial IO/Balloon 0 04/06/17 17,104.08
262 No Partial IO/Balloon 0 04/06/17 16,197.50
266 No Partial IO/Balloon 0 02/06/17 15,591.97
268 No Balloon 0 05/06/17 19,746.42
272 No Balloon 0 06/06/17 17,619.97
273 No Balloon 0 06/06/17 17,123.60
282 No Partial IO/Balloon 0 04/06/17 12,207.80
291 No Partial IO/Balloon 0 04/06/16 11,169.69
298 No Balloon 0 06/06/17 12,079.10
306 No Partial IO/Balloon 0 04/06/17 7,565.38
ORIGINAL REMAINING STATED STATED
TERM TO TERM TO ORIGINAL REMAINING
MATURITY / MATURITY / AMORTIZATION AMORTIZATION DEFEASANCE
LOAN ARD ARD TERM TERM LOAN BORROWER'S
NUMBER (MONTHS) (MONTHS) (MONTHS) (MONTHS) (YES/NO)? INTEREST
---------------------------------------------------------------------------------------------------------------------------
2 84 78 Interest Only Interest Only Yes Fee Simple
2.1 Fee Simple
2.2 Fee Simple
2.3 Fee Simple
2.4 Fee Simple
2.5 Fee Simple
2.6 Fee Simple
2.7 Fee Simple
2.8 Fee Simple
2.9 Fee Simple
2.10 Fee Simple
2.11 Fee Simple
2.12 Fee Simple
2.13 Fee Simple
2.14 Fee Simple
2.15 Fee Simple
---------------------------------------------------------------------------------------------------------------------------
3 120 119 360 360 Yes Fee Simple
7 84 74 360 360 Yes Fee Simple
8 84 83 360 360 Yes Fee Simple
13 120 118 Interest Only Interest Only Yes Fee Simple
14 120 117 Interest Only Interest Only Yes Fee Simple
16 60 60 Interest Only Interest Only Yes Fee Simple
24 120 119 Interest Only Interest Only Yes Fee Simple
27 120 119 Interest Only Interest Only Yes Fee Simple
31 120 118 Interest Only Interest Only Yes Fee Simple
32 120 117 360 360 Yes Fee Simple
34 120 119 360 360 Yes Fee Simple
35 120 105 360 360 Yes Fee Simple
37 120 117 360 360 Yes Leasehold
38 120 117 Interest Only Interest Only Yes (Note 2) Fee Simple
40 120 118 360 358 Yes Fee Simple
---------------------------------------------------------------------------------------------------------------------------
41 84 78 360 360 Yes Fee Simple
41.1 Fee Simple
41.2 Fee Simple
41.3 Fee Simple
---------------------------------------------------------------------------------------------------------------------------
43 120 95 360 360 Yes Fee Simple
45 120 119 360 360 No Fee Simple
46 120 117 Interest Only Interest Only Yes Fee Simple
47 120 119 360 360 No Fee Simple
49 120 116 Interest Only Interest Only Yes Leasehold
52 120 117 360 360 No Fee Simple
54 120 118 Interest Only Interest Only Yes Fee Simple
---------------------------------------------------------------------------------------------------------------------------
55 120 119 360 360 Yes Fee Simple
55.1 Fee Simple
55.2 Fee Simple
---------------------------------------------------------------------------------------------------------------------------
58 120 116 360 360 Yes Fee Simple
59 120 119 360 360 Yes Fee Simple
60 120 118 Interest Only Interest Only Yes Fee Simple
61 120 118 360 360 Yes Fee Simple
62 120 118 Interest Only Interest Only Yes Fee Simple
64 120 117 360 360 Yes Fee Simple
65 120 117 360 360 Yes Fee Simple
69 120 116 Interest Only Interest Only Yes Fee Simple
72 120 119 360 359 Yes Fee Simple
73 120 120 360 360 Yes Fee Simple
74 120 115 360 360 Yes Fee Simple
81 120 117 Interest Only Interest Only Yes Fee Simple
83 120 116 360 360 Yes Fee Simple
85 120 117 360 357 Yes Fee Simple
87 120 117 Interest Only Interest Only Yes Fee Simple
92 96 80 360 360 Yes Fee Simple
98 180 177 360 357 Yes Fee Simple
99 120 119 360 360 Yes Fee Simple
100 120 119 360 360 No Fee Simple
102 120 119 360 359 Yes Fee Simple
103 120 118 360 358 Yes Fee Simple
104 120 116 Interest Only Interest Only Yes Fee Simple
106 120 118 360 358 Yes Fee Simple
107 120 119 360 360 Yes Fee Simple
108 120 115 360 360 Yes Fee Simple
109 120 115 Interest Only Interest Only Yes Fee Simple
111 120 117 360 360 Yes Fee Simple
112 120 120 360 360 No Fee Simple
117 120 117 360 357 Yes Fee Simple
121 120 117 360 360 Yes Fee Simple
123 120 116 360 360 Yes Fee Simple
125 120 119 360 360 Yes Fee Simple
126 120 118 360 358 Yes Fee Simple
127 120 118 360 360 Yes Fee Simple
128 120 117 Interest Only Interest Only Yes Fee Simple
129 120 118 360 360 Yes Fee Simple
130 120 116 360 360 Yes Fee Simple
131 120 118 360 360 Yes Leasehold
132 120 119 360 360 Yes Fee Simple
137 120 115 360 355 Yes Fee Simple
138 120 117 360 360 Yes Fee Simple
142 120 117 360 360 Yes Fee Simple
143 120 119 360 359 No Fee Simple
145 120 118 360 360 Yes Fee Simple
---------------------------------------------------------------------------------------------------------------------------
147 120 117 360 360 Yes Fee Simple
147.1 Fee Simple
147.2 Fee Simple
147.3 Fee Simple
147.4 Fee Simple
147.5 Fee Simple
---------------------------------------------------------------------------------------------------------------------------
148 60 57 360 360 Yes Fee Simple
149 120 119 Interest Only Interest Only Yes Fee Simple
150 120 116 360 360 Yes Fee Simple
151 120 117 300 297 No Fee Simple
152 120 116 360 360 No Fee Simple
153 120 119 360 360 Yes Fee Simple
154 120 119 300 299 Yes Fee Simple
158 120 119 360 360 Yes Fee Simple
161 120 118 360 358 No Fee Simple
162 120 118 Interest Only Interest Only Yes Fee Simple
164 120 119 360 360 Yes Leasehold
165 120 117 360 360 Yes Fee Simple
167 120 117 Interest Only Interest Only Yes Fee Simple
169 120 115 Interest Only Interest Only Yes Fee Simple
171 120 118 Interest Only Interest Only No Fee Simple
172 120 116 360 360 Yes Fee Simple
175 120 120 360 360 Yes Fee Simple
177 120 119 360 360 Yes Fee Simple
182 120 115 360 355 Yes Fee Simple
185 120 117 360 360 Yes Fee Simple
189 120 115 360 355 Yes Fee Simple
190 120 117 360 360 Yes Fee Simple
191 120 115 360 360 Yes Fee Simple
195 120 119 300 299 Yes Fee Simple
197 120 118 360 358 Yes Fee Simple
198 120 118 360 358 No Fee Simple
212 120 117 360 360 Yes Fee Simple
215 120 116 300 296 Yes Leasehold
217 120 119 360 360 No Fee Simple
222 120 117 360 360 Yes Fee Simple
225 120 120 360 360 Yes Leasehold
227 120 118 360 360 No Fee Simple
228 120 117 360 360 Yes Fee Simple
230 120 120 360 360 Yes Fee Simple
231 120 120 360 360 Yes Fee Simple
235 120 118 360 358 Yes Fee Simple
244 120 110 360 350 Yes Fee Simple
251 120 116 360 356 No Fee Simple
253 120 119 360 359 Yes Fee Simple
258 120 117 360 360 No Fee Simple
262 120 117 360 360 Yes Fee Simple
266 120 115 360 360 Yes Fee Simple
268 120 118 300 298 Yes Fee Simple
272 120 119 360 359 Yes Fee Simple
273 120 119 360 359 Yes Fee Simple
282 120 117 360 360 Yes Fee Simple
291 120 105 360 360 Yes Fee in Part, Leasehold in Part
298 120 119 360 359 Yes Fee Simple
306 120 117 360 360 Yes Fee Simple
ESCROWED
REPLACE- ESCROWED
ESCROWED MENT REPLACEMENT
ANNUAL ESCROWED RESERVES RESERVES
LOAN PROPERTY LOCKBOX REAL ESTATE ANNUAL INITIAL CURRENT
NUMBER PROPERTY SIZE SIZE TYPE (YES/NO)? TAXES INSURANCE DEPOSIT ANNUAL DEPOSIT
-----------------------------------------------------------------------------------------------------------------------------
2 4,193,824 SF Yes No No 0 0
2.1 478,467 SF
2.2 669,650 SF
2.3 370,783 SF
2.4 221,330 SF
2.5 181,106 SF
2.6 218,540 SF
2.7 601,617 SF
2.8 186,100 SF
2.9 177,622 SF
2.10 110,405 SF
2.11 225,843 SF
2.12 232,956 SF
2.13 191,220 SF
2.14 211,784 SF
2.15 116,401 SF
-----------------------------------------------------------------------------------------------------------------------------
3 439,211 SF Yes Yes Yes 0 87,842
7 472,844 SF Yes No No 0 0
8 435,358 SF Yes Yes No 0 87,072
13 216,578 SF Yes Yes Yes 0 32,535
14 239,912 SF No Yes Yes 0 35,867
16 270,369 SF Yes Yes Yes 0 0
24 177,933 SF Yes No No 0 0
27 420,610 SF No No No 0 0
31 74,391 SF Yes Yes Yes 0 11,160
32 178,734 SF Yes Yes No 0 0
34 151,198 SF No Yes No 0 0
35 83,394 SF Yes Yes Yes 0 12,353
37 149,964 SF Yes Yes Yes 0 14,997
38 660 Units No Yes Yes 0 148,500
40 121,172 SF Yes Yes No 0 18,176
-----------------------------------------------------------------------------------------------------------------------------
41 215,288 SF Yes No No 155,000 0
41.1 82,228 SF
41.2 81,760 SF
41.3 51,300 SF
-----------------------------------------------------------------------------------------------------------------------------
43 129 Units No Yes No 0 32,250
45 181,372 SF Yes No No 0 29,020
46 88,592 SF No Yes No 0 0
47 176,000 SF Yes No No 0 26,400
49 16,000 SF No No Xx 0 0
00 000 Xxxxx Xx Yes No 0 384,267
54 41,050 SF Yes Yes Yes 0 9,072
-----------------------------------------------------------------------------------------------------------------------------
55 190 Rooms Yes Yes Yes 0 291,336
55.1 95 Rooms
55.2 95 Rooms
-----------------------------------------------------------------------------------------------------------------------------
58 121,660 SF No Yes No 0 17,439
59 140 Rooms Yes Yes Yes 0 206,018
60 201,565 SF Yes No No 0 0
61 125,480 SF Yes Yes Yes 0 18,800
62 36,535 SF Yes No No 0 2,534
64 109,887 SF Yes Yes No 0 21,977
65 264 Units Yes Yes Yes 1,140,518 0
69 64,568 SF No Yes No 0 12,000
72 152 Rooms No Yes No 0 244,434
73 76,461 SF No No No 0 0
74 119,161 SF Yes No No 0 23,832
81 56,073 SF No Yes Yes 0 5,607
83 258 Units No Yes No 0 64,500
85 130 Rooms Yes Yes Yes 0 62,344
87 24,977 SF Yes No No 0 0
92 70,661 SF Yes No No 0 0
98 52,500 SF No Yes Yes 0 0
99 64,200 SF No Yes No 0 12,840
100 57,143 SF Yes Yes No 0 5,714
102 82,134 SF Yes Yes Yes 0 19,712
103 104 Rooms Yes Yes Yes 0 4% of gross revenues
104 136 Units No No No 0 33,996
106 46,940 SF Yes Yes No 0 9,388
107 51,393 SF No Yes Yes 0 7,709
108 82,213 SF Yes Yes No 0 20,379
109 98,175 SF Yes Yes Yes 0 14,726
111 57,304 SF No Yes No 0 11,461
112 126,901 SF Yes Yes Yes 0 26,649
117 65 Units No Yes Yes 0 16,250
121 54,067 SF No Yes No 0 10,813
123 101,907 SF Yes Yes Yes 125,000 20,381
125 33,954 SF No No No 0 0
126 70,856 SF Yes Yes Yes 31,885 10,628
127 52,326 SF No Yes Yes 0 9,942
128 125,357 SF Yes No No 0 17,550
129 53,798 SF Yes No Yes 0 0
130 26,829 SF No Yes No 0 3,488
131 48,422 SF No Yes No 0 4,842
132 89,008 SF No No Xx 0 0
000 00 Xxxxx Xx Yes No 0 0
138 55,001 SF No Yes Yes 0 10,921
142 14,398 SF No No No 0 0
143 129 Rooms No Yes No 0 118,566
145 87,467 SF No Yes No 0 0
----------------------------------------------------------------------------------------------------------------------------
147 60,888 SF No No No 0 0
147.1 5,113 SF
147.2 12,480 SF
147.3 4,282 SF
147.4 3,884 SF
147.5 35,129 SF
-----------------------------------------------------------------------------------------------------------------------------
148 108 Rooms No No No 0 115,194
149 23,054 SF Yes Yes Yes 0 6,916
150 272 Units Yes Yes Yes 740,792 0
151 120 Rooms Yes Yes No 0 109,703
152 186 Units No Yes Yes 0 46,500
153 48,654 SF Yes Yes Yes 0 9,731
154 129 Rooms Yes Yes Yes 0 94,140
158 95 Rooms Yes Yes Yes 0 0
161 28,500 SF Yes No No 0 0
162 42,000 SF No Yes Yes 0 6,300
164 81,200 SF No No No 0 0
165 78,550 SF No Yes Yes 0 19,452
167 140 Units No Yes Yes 0 0
169 21,011 SF Yes No No 0 0
171 14 Units No Yes No 0 3,500
172 60,748 SF Yes Yes Yes 0 9,112
175 75 Rooms No Yes No 0 86,527
177 38,098 SF Yes Yes No 0 7,620
182 46,876 SF No Yes Yes 0 4,688
185 36,367 SF No Yes Yes 0 5,449
189 48,327 SF Yes Yes No 0 9,665
190 49,996 SF Yes Yes Yes 0 7,499
191 99 Rooms No Yes Yes 0 44,106
195 126 Rooms Yes Yes Yes 0 69,042
197 87 Rooms Yes Yes Yes 0 75,517
198 107,400 SF Yes No No 0 0
212 24,012 SF Yes Yes No 0 2,400
215 22,069 SF Yes Yes Yes 0 3,310
217 100,100 SF Yes Yes No 0 16,447
222 46,500 SF Yes Yes Yes 0 6,975
225 26,826 SF Yes Yes Yes 0 7,008
227 40 Rooms No Yes No 0 53,954
228 30,836 SF Yes Yes Yes 0 3,965
230 30,686 SF Yes Yes Yes 0 4,603
231 20,444 SF No No No 0 4,089
235 82 Rooms No Yes No 0 65,756
244 21,908 SF No Yes Yes 0 4,382
251 16,990 SF No No No 0 3,185
253 14,490 SF No No No 0 2,174
258 13,560 SF Yes Yes Yes 0 0
262 23,252 SF No No No 0 0
266 17,949 SF Yes Yes No 0 1,795
268 72 Rooms Yes Yes Yes 0 46,807
272 23,003 SF No Yes Yes 0 3,450
273 22,000 SF No Yes Yes 0 2,206
282 19,526 SF Yes No No 0 0
291 12,951 SF No Yes Yes 0 0
298 21,351 SF No Yes Yes 0 4,270
306 12,200 SF Yes No No 0 0
INITIAL
DEFERRED INITIAL
ESCROWED TI/LC ESCROWED TI/LC MAINTEN- ENVIRON-
LOAN RESERVES INITIAL RESERVES CURRENT ANCE MENTAL HOLDBACK ENVIRONMENTAL
NUMBER DEPOSIT ANNUAL DEPOSIT DEPOSIT DEPOSIT AMOUNT LOC INSURANCE POLICY
----------------------------------------------------------------------------------------------------------------------------
2 0 0 985,033 0
2.1
2.2
2.3
2.4
2.5
2.6
2.7
2.8
2.9
2.10
2.11
2.12
2.13
2.14
2.15
----------------------------------------------------------------------------------------------------------------------------
3 1,317,633 285,487 0 0
7 0 0 0 0
8 0 435,358 58,750 0
13 162,676 0 20,000 5,500
14 0 119,956 0 0
16 0 0 23,829 0
24 0 0 19,375 0
27 0 0 0 0 4,000,000
31 0 0 0 0
32 0 0 0 0 1,623,000
34 0 0 0 12,500 2,418,000
35 276,959 61,767 0 0 3,500,000
37 0 0 0 0
38 NAP NAP 16,250 0
40 2,150,000 70,000 0 0
----------------------------------------------------------------------------------------------------------------------------
41 545,000 0 0 0
41.1
41.2
41.3
----------------------------------------------------------------------------------------------------------------------------
43 NAP NAP 0 0 3,432,000
45 0 0 250,320 0
46 0 0 0 0
47 0 0 83,325 0
49 0 0 0 0
52 NAP NAP 0 0
54 0 0 0 0
----------------------------------------------------------------------------------------------------------------------------
55 NAP NAP 0 0
55.1
55.2
----------------------------------------------------------------------------------------------------------------------------
58 0 60,830 291,025 0
59 NAP NAP 0 0
60 0 0 0 0
61 250,000 50,000 0 0 300,000
62 0 0 0 0
64 0 87,910 0 0
65 NAP NAP 0 0
69 0 9,704 0 0
72 NAP NAP 0 0
73 0 0 0 0
74 0 0 0 0
81 0 0 0 0 2,460,000
83 NAP NAP 0 0
85 NAP NAP 0 0
87 0 0 0 0
92 0 0 0 0
98 0 0 0 37,938
99 0 64,200 0 0
100 70,000 139,599 0 0
102 500,000 0 0 0
103 NAP NAP 29,025 0
104 NAP NAP 0 0
106 0 0 0 0
107 0 25,670 0 0
108 0 0 0 0
109 0 0 133,294 0 845,000
111 0 45,843 0 0
112 0 137,808 20,343 0
117 NAP NAP 0 14,375
121 0 40,550 0 0
123 420,000 0 0 0
125 0 0 0 0
126 193,437 43,932 0 0
127 0 26,163 0 0
128 0 16,296 0 0
129 0 0 0 0
130 0 0 0 0
131 0 33,067 0 0
132 0 0 0 0
137 NAP NAP 0 0
138 150,000 0 0 0
142 0 0 0 0
143 NAP NAP 0 0
145 0 0 0 0
----------------------------------------------------------------------------------------------------------------------------
147 0 0 0 0
147.1
147.2
147.3
147.4
147.5
----------------------------------------------------------------------------------------------------------------------------
148 NAP NAP 0 0
149 0 17,856 0 0
150 NAP NAP 295,844 0
151 NAP NAP 582,407 0
152 NAP NAP 65,220 125,000
153 1,360,000 25,000 0 0
154 NAP NAP 0 0
158 NAP NAP 0 0
161 0 0 0 0
162 0 0 0 0
164 0 0 0 0
165 0 30,000 68,000 100,000
167 NAP NAP 0 0
169 0 0 0 0
171 NAP NAP 0 0 600,000
172 0 30,459 0 0
175 NAP NAP 0 0
177 0 38,098 3,750 0
182 0 16,949 110,563 0
185 0 27,275 2,812 0 330,000
189 0 28,844 31,250 280,000
190 0 24,998 0 0
191 NAP NAP 0 0
195 NAP NAP 0 0
197 NAP NAP 1,875 0
198 0 0 0 0
212 0 20,760 0 0 125,000
215 0 12,000 0 0
217 0 27,419 4,375 0 1,047,754
222 200,000 5,000 6,188 0
225 0 0 14,000 0
227 NAP NAP 0 0
228 0 0 10,625 0
230 100,000 0 0 0
231 56,250 0 0 0
235 NAP NAP 0 0
244 0 15,117 0 0
251 0 8,600 0 0
253 0 0 0 0
258 0 0 0 0
262 0 0 0 0
266 0 8,975 0 0
268 NAP NAP 34,375 0
272 100,000 11,502 0 0
273 0 10,890 0 0
282 0 0 0 0
291 0 0 5,000 0
298 100,000 0 3,750 0
306 0 0 0 0
