EXECUTION VERSION
MORTGAGE LOAN PURCHASE AGREEMENT
THIS MORTGAGE LOAN PURCHASE AGREEMENT (this "Agreement") is dated as
of April 11, 2008, 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 and commercial mortgage loans (the "Mortgage Loans")
identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as
"Annex A". The Purchaser intends to deposit the Mortgage Loans, along with
certain other mortgage loans (the "Other Mortgage Loans"), into a trust fund
(the "Trust Fund"), the beneficial ownership of which will be evidenced by
multiple classes (each, a "Class") of mortgage pass-through certificates (the
"Certificates"). One or more "real estate mortgage investment conduit" ("REMIC")
elections will be made with respect to most of the Trust Fund. The Trust Fund
will be created and the Certificates will be issued pursuant to a pooling and
servicing agreement (the "Pooling and Servicing Agreement"), to be dated as of
April 1, 2008, among CCMSI, as depositor, Midland Loan Services, Inc. and
Capmark Finance Inc., as master servicers (each, a "Master Servicer" and,
together, the "Master Servicers"), LNR Partners, Inc., as special servicer (the
"Special Servicer"), and Xxxxx Fargo Bank, N.A., as trustee (the "Trustee").
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"),
Xxxxxxx, Sachs & Co. ("Goldman"), Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated and Xxxxxx Xxxxxxx & Co. Incorporated (collectively, the
"Underwriters"), pursuant to an underwriting agreement dated as of the date
hereof (the "Underwriting Agreement"), between CCMSI and the Underwriters. The
Publicly Offered Certificates are more particularly described in a prospectus
supplement dated April 11, 2008 (the "Prospectus Supplement") and the
accompanying base prospectus dated April 4, 2008 (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 and Goldman,
pursuant to a certificate purchase agreement dated as of the date hereof (the
"Certificate Purchase Agreement"), between CCMSI, CGMI and Goldman (CGMI and
Goldman, in such capacity, together, the "Placement Agents"; the Underwriters
and the Placement Agents, collectively, the "Dealers"). The Privately Offered
Certificates are more particularly described in an offering memorandum dated
April 11, 2008 (the "Memorandum").
Certain Classes of the Certificates will be assigned ratings by
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:
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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 $1,076,917,791 (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 $1,849,908,472 (subject to a variance of plus or minus 5.0%). The purchase
and sale of the Mortgage Loans shall take place on April 25, 2008 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.
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 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 a servicing
rights purchase agreement 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)
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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, N.A., as trustee for the
registered holders of Citigroup Commercial Mortgage Trust 2008-C7,
Commercial Mortgage Pass-Through Certificates, Series 2008-C7", 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 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, N.A., as trustee for
the registered holders of Citigroup Commercial Mortgage Trust 2008-C7,
Commercial Mortgage Pass-Through Certificates, Series 2008-C7" (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, N.A., as trustee for the registered holders of Citigroup
Commercial Mortgage Trust 2008-C7, Commercial Mortgage Pass-Through
Certificates, Series 2008-C7" (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;
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(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, N.A., as trustee for the registered holders of Citigroup
Commercial Mortgage Trust 2008-C7, Commercial Mortgage Pass-Through
Certificates, Series 2008-C7" (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;
(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 indemnity agreement 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;
(xi) copies of any (A) loan agreement, (B) escrow agreement, (C)
security agreement, (D) lockbox agreement and cash management agreement or
(E) 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); and
(xii) with respect to hospitality properties, a copy of any
related franchise agreement, any related "comfort" letter and any transfer
documents with respect to that comfort letter.
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, N.A., as trustee for the registered
holders of Citigroup Commercial Mortgage Trust 2008-C7, Commercial Mortgage
Pass-Through Certificates, Series 2008-C7" or in blank, (or a lost note
affidavit and indemnity with a copy of such Mortgage Note attached thereto);
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(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 Crossed Loan, 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 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-
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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).
(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;
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(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;
(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
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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 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), at the Seller's option, (i) 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, (ii) repurchase the affected Mortgage Loan at the applicable
Purchase Price not later than the end of such 90-day period, or (iii) 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. 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, to the Seller's knowledge existed as
of the Closing Date, and 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.
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(d) If (i) any Mortgage Loan is required to be repurchased or
substituted for in the manner described above, (ii) such Mortgage Loan is a
Crossed Loan, and (iii) the applicable Document Defect or Breach does not
constitute a Document Defect or Breach, as the case may be, as to any other
Crossed Loan in such Crossed Group (without regard to this paragraph), then the
applicable Document Defect or Breach, as the case may be, will be deemed to
constitute a Document Defect or Breach, as the case may be, as to each other
Crossed Loan in the Crossed Group for purposes of this paragraph, and the Seller
will be required to repurchase or substitute for the remaining Crossed Loan(s)
in the related Crossed Group as provided 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) 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
10
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 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.
(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).
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(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 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.
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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.
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
13
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 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 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.
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 (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
14
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.
The Seller and the Purchaser agree that each of the Underwriters and
the Placement Agents shall be a third party beneficiary of the Seller's
obligation to pay the costs, fees and expenses specified in this Section 7.
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 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.
15
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.
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; WAIVER OF TRIAL BY JURY. 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. THE PARTIES HERETO HEREBY
WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE,
RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
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.
16
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. Entire Agreement; Amendments. This Agreement supercedes
all prior agreements and understandings relating to the subject matter hereof.
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.
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.
SECTION 21. No Third Party Beneficiaries. The parties do not intend
the benefits of this Agreement to inure to any third party except as expressly
set forth in Sections 7 and 16.
SECTION 22. No Partnership. Nothing herein contained shall be deemed
or construed to create a partnership or joint venture between the parties
hereto. Nothing herein contained shall be deemed or construed as creating and
agency relationship between the Purchaser and the Seller and neither party shall
take any action which could reasonably lead a third party to assume that it has
the authority to bind the other party or make commitments on such party's
behalf.
17
[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: Xxxxxx Xxxxx
Title: Authorized Signatory
PURCHASER
CITIGROUP COMMERCIAL MORTGAGE
SECURITIES INC.
By: /s/ Xxxxxx Xxxxx
------------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
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
Attn: 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
SCHEDULE I
GENERAL MORTGAGE REPRESENTATIONS AND WARRANTIES
1. Mortgage Loan Schedule. The information pertaining to each Mortgage Loan
set forth in the Mortgage Loan Schedule was true and accurate in all
material respects as of the Cut-off Date and contains all information
required by the Pooling and Servicing Agreement to be contained therein.
2. Legal Compliance - Origination. As of the date of its origination, such
Mortgage Loan 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; provided that the foregoing representation and
warranty does not address or otherwise cover any matters with respect to
federal, state or local law otherwise covered in this Schedule I.
3. Good Title; Conveyance. Immediately prior to the sale, transfer and
assignment to the Purchaser, the Seller had good and marketable title to,
and was the sole owner of, each Mortgage Loan, and the Seller is
transferring such Mortgage Loan free and clear of any and all liens,
pledges, charges or security interests of any nature encumbering such
Mortgage Loan, other than the rights of the holder of a related Non-Trust
Mortgage Loan pursuant to the related Co-Lender Agreement or a related
Outside Servicing Agreement. 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, other than the rights of a holder of a Non-Trust
Mortgage Loan pursuant to the related Co-Lender Agreement or a related
Outside Servicing Agreement.
4. Future Advances. The proceeds of such Mortgage Loan have been fully
disbursed (except in those cases where the full amount of the Mortgage Loan
has been disbursed but a portion thereof is being held in escrow or reserve
accounts pending the satisfaction of certain conditions relating to
leasing, repairs or other matters with respect to the Mortgaged Property),
and there is no requirement for future advances thereunder by the
mortgagee.
5. Legal, Valid and Binding Obligation; Assignment of Leases. Each related
Mortgage Note, Mortgage, Assignment of Leases (if contained in a document
separate from the Mortgage) and other agreement that evidences or secures
such Mortgage Loan and was executed in connection with such Mortgage Loan
by or on behalf of the related Mortgagor is the 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 (i) that
certain provisions contained in such Mortgage Loan documents are or may be
unenforceable in whole or in part under applicable state or federal laws,
but neither the application of any such laws to any such provision nor the
inclusion of any such provisions renders any of the Mortgage Loan documents
invalid as a whole and such Mortgage Loan documents taken as a whole are
enforceable to the extent necessary and customary for the practical
realization of the rights and benefits afforded thereby and (ii) 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
I-1
equity or at law). The Assignment of Leases (as set forth in the related
Mortgage or in a document separate from the related Mortgage and related to
and delivered in connection with each Mortgage Loan) establishes and
creates a valid and enforceable first priority assignment of, or a valid
first priority security interest in, the related Mortgagor's right to
receive payments due under 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 Mortgaged Property, subject to any
license granted to the related Mortgagor to exercise certain rights and to
perform certain obligations of the lessor under such leases, and subject to
the limitations set forth above. The related Mortgage Note, Mortgage and
Assignment of Leases (if contained in a document separate from the
Mortgage) contain no provision limiting the right or ability of the Seller
to assign, transfer and convey the related Mortgage Loan to any other
Person.
6. No Offset or Defense. Subject to the limitations set forth in paragraph
(5), as of the date of its origination there was, and as of the Cut-off
Date there is, no valid right of offset and no valid 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, 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. Assignment of Mortgage and Assignment of Assignment of Leases. Subject to
the limitations set forth in paragraph (5), each assignment of Mortgage and
assignment of Assignment of Leases from the Seller to the Trustee (or in
the case of an Outside Serviced Trust Mortgage Loan, the assignment in
favor of the current holder of the related Mortgage) constitutes the legal,
valid and binding assignment from the Seller. Any assignment of a Mortgage
and assignment of Assignment of Leases are recorded (or have been submitted
for recording) in the applicable jurisdiction.
8. Mortgage Lien. Each related Mortgage is a valid and enforceable first lien
on the related Mortgaged Property (and/or Ground Lease, if applicable),
subject to the limitations set forth in paragraph (5) and the following
title exceptions (each such title exception, a "Title Exception", and
collectively, the "Title Exceptions"): (a) the lien of current real
property taxes, ground rents, water charges, sewer rents and assessments
not yet due and payable, (b) covenants, conditions and restrictions, rights
of way, easements and other matters of public record, (c) the exceptions
(general and specific) and exclusions set forth in the applicable Title
Policy (described in paragraph (12) below) or appearing of record, (d)
other matters to which like properties are commonly subject, (e) the right
of tenants (whether under ground leases, space leases or operating leases)
pertaining to the related Mortgaged Property and condominium declarations,
(f) if such Mortgage Loan is a Crossed Loan, the lien of the Mortgage for
the other Crossed Loan(s) in the related Crossed Group and (g) if such
Mortgage Loan is part of a Loan Combination, the rights of the holder of
the related Non-Trust Mortgage Loan pursuant to the related Co-Lender
Agreement or a related Outside Servicing Agreement, none of which
exceptions described in clauses (a) - (f) above, individually or in the
aggregate, materially and adversely interferes with (1) the current use of
the related Mortgaged Property, (2) the security intended to be provided by
such Mortgage, (3) the Mortgagor's ability to pay its obligations under the
Mortgage Loan when they become due or (4) the value of the related
Mortgaged Property. The related Mortgaged Property is free and clear of any
mechanics' or other similar liens or claims which are prior to or equal
with the lien of the related Mortgage, except those which are insured
against by a lender's title insurance policy. To the Seller's actual
knowledge no rights are outstanding that under applicable law could give
rise to any such lien that would be prior or equal to the lien of the
related Mortgage, unless such lien is bonded over, escrowed for or covered
by insurance.
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9. UCC Filings. If the related Mortgaged Property is operated as a hospitality
property, the Seller has filed or caused to be filed and/or recorded (or,
if not filed and/or recorded, have been submitted in proper form for filing
and recording), UCC Financing Statements in the appropriate public filing
and/or recording offices necessary at the time of the origination of the
Mortgage Loan to perfect a valid security interest in all items of personal
property reasonably necessary to operate such Mortgaged Property owned by
such 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 as permitted under the terms of
the related Mortgage Loan documents or any other personal property leases
applicable to such personal property, which in any event will not
materially interfere with the security intended to be provided by the
related Mortgage, the current principal use and operation of the related
Mortgaged Property or the current ability of the related Mortgaged Property
to generate income sufficient to service the Mortgage Loan), to the extent
perfection may be effected pursuant to applicable law by recording or
filing, as the case may be. Subject to the limitations set forth in
paragraph (5), each related Mortgage (or equivalent document) creates a
valid and enforceable lien and security interest on the items of personalty
described above. 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. Taxes and Assessments. All real estate taxes and governmental assessments,
or installments thereof, which could be a lien on the related Mortgaged
Property and that prior to the Cut-off Date have become delinquent in
respect of each related Mortgaged Property have been paid, or an escrow of
funds in an amount sufficient to cover such payments has been established.
For purposes of this representation and warranty, real estate taxes and
governmental assessments and installments thereof shall not be considered
delinquent until the earlier of (a) the date on which interest and/or
penalties would first be payable thereon and (b) the date on which
enforcement action is entitled to be taken by the related taxing authority.
11. Condition of Mortgaged Property; No Condemnation. To the Seller's actual
knowledge, based solely upon due diligence customarily performed in
connection with the origination of comparable mortgage loans, as of the
Cut-off Date, (a) 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 affect materially and adversely the
value of such Mortgaged Property as security for the Mortgage Loan and (b)
there was no proceeding pending for the total or partial condemnation of
such Mortgaged Property. With respect to any related Mortgaged Property
that is located in counties in Alabama, Louisiana or Texas that, as of the
Cut-off Date, are listed on the Federal Emergency Management Agency's
("FEMA") internet website as having been designated by FEMA for "Individual
Assistance" or "Public Assistance" following Hurricane Xxxxxxx or Hurricane
Xxxx, as of the Cut-off Date, there is no material damage.
12. Title Insurance. The lien of each related Mortgage as a first priority lien
in the original principal amount of such Mortgage Loan (or in the case of a
Mortgage Loan secured by multiple Mortgaged Properties, an allocable
portion thereof) is insured by an ALTA lender's title insurance policy (or
a binding commitment therefor), or its equivalent as adopted in the
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applicable jurisdiction (the "Title Policy"), insuring the originator of
the Mortgage Loan, its successors and assigns, subject only to the Title
Exceptions; such originator or its successors or assigns is the named
insured of such policy; such policy is assignable without consent of the
insurer and will inure to the benefit of the Trustee as mortgagee of record
(or, with respect to an Outside Serviced Trust Mortgage Loan, the holder of
the related Mortgage); such policy, if issued, is in full force and effect
and all premiums thereon have been paid; no 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. The Title Policy contains no material
exclusion for, or alternatively it insures (unless such coverage is
unavailable in the relevant jurisdiction) against any loss due to (a) lack
of access to a public road and (b) encroachment of any material portion of
the improvements thereon.
13. Insurance. As of the Mortgage Loan origination date, and to the actual
knowledge of the Seller, as of the Cut-off Date, all insurance coverage
required under the related Mortgage Loan documents was in full force and
effect. Each Mortgage Loan requires insurance in such amounts and covering
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, including requirements for (a)
a fire and extended perils insurance policy, 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
initial principal balance of the Mortgage Loan (or in the case of a
Mortgage Loan that is part of a Loan Combination, the initial aggregate
principal balance of the Loan Combination), and in any event, in an amount
necessary to prevent operation of any co-insurance provisions, (b) except
if such Mortgaged Property is operated as a mobile home park, business
interruption or rental loss insurance, in an amount at least equal to 12
months of operations of the related Mortgaged Property (or in the case of a
Mortgaged Property without any elevator, 6 months) and (c) 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 institutional
lenders. To the actual knowledge of the Seller, as of the Cut-off Date, all
premiums due and payable through the Closing Date have been paid and no
notice of termination or cancellation with respect to any such insurance
policy has been received by the Seller. Except for certain amounts not
greater than amounts which would be considered prudent by an institutional
commercial and multifamily mortgage lender with respect to a similar
mortgage loan and which are set forth in the related Mortgage, the related
Mortgage Loan documents require that any insurance proceeds in respect of a
casualty loss 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 institutional lenders for similar loans. The insurance policies
each contain a standard mortgagee clause naming the Seller and its
successors and assigns as loss payee or additional insured, as applicable,
and each insurance policy provides that it is not terminable without 30
days prior written notice to the mortgagee (or, with respect to
non-payment, 10 days prior written notice to the mortgagee) or such lesser
period as prescribed by applicable law. The loan documents for each
Mortgage Loan (a) require that the Mortgagor maintain insurance as
described above or permit the mortgagee to require that the Mortgagor
maintain insurance as
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described above, and (b) permit the mortgagee to purchase such insurance at
the Mortgagor's expense if the Mortgagor fails to do so. The insurer with
respect to each policy is qualified to write insurance in the relevant
jurisdiction to the extent required.
14. No Material Default. (A) Other than payments due but not yet 30 days or
more delinquent, to the Seller's actual knowledge, based upon due diligence
customarily performed in connection with the servicing of comparable
mortgage loans by prudent commercial and multifamily institutional lenders,
(i) there is no material default, breach, violation or event of
acceleration existing under the related Mortgage or the related Mortgage
Note(s), and (ii) there is 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 under the related
Mortgage or Mortgage Note(s), (B) the Seller has not waived any material
default, breach, violation or event of acceleration under such Mortgage or
Mortgage Note(s), unless a written waiver to that effect is contained in
the related Mortgage File being delivered pursuant to the Pooling and
Servicing Agreement, and (C) pursuant to the terms of the related Mortgage
Loan documents, no Person or party other than the holder of such Mortgage
Note(s) (or with respect to an Outside Serviced Trust Mortgage Loan, the
applicable servicer as permitted by the applicable Outside Servicing
Agreement) may declare any event of default or accelerate the related
indebtedness under either of such Mortgage or Mortgage Note(s); 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
representation and warranty made by the Seller elsewhere in this Schedule I
(including any schedule or exhibit hereto).
15. Payment Record. As of the Closing Date, each Mortgage Loan is not, and in
the prior 12 months (or since the date of origination if such Mortgage Loan
has been originated within the past 12 months), has not been, 30 days or
more past due in respect of any Scheduled Payment.
16. Servicing. The servicing and collection practices used by the Seller (or
any servicer acting on its behalf) with respect to the Mortgage Loan have
been, in all respects, legal and have met customary industry standards for
servicing of commercial loans for conduit loan programs.
17. Reserved.
18. Qualified Mortgage. Each Mortgage Loan constitutes a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code (but without regard to
Treasury Regulations Section 1.860G-2(f)(2) that treats a defective
obligation as a qualified mortgage, or any substantially similar successor
provision). Each Mortgage Loan is directly secured by a Mortgage on a
commercial property or a multifamily residential property, and either (1)
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 the 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 the Mortgage Loan, and (2) a
proportionate amount of any lien on such interest in real property that is
on a parity with the
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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. Each yield maintenance payment and prepayment
premium payable under the Mortgage Loans is a "customary prepayment
penalty" within the meaning of Treasury Regulations Section 1.860G-1(b)(2).
19. Environmental Conditions and Compliance. One or more environmental site
assessments or updates thereof were performed by an environmental
consulting firm independent of the Seller or the Seller's affiliates with
respect to each related Mortgaged Property during the 18-months preceding
the origination of the related Mortgage Loan, and the Seller, having made
no independent inquiry other than to review the report(s) prepared in
connection with the assessment(s) or updates referenced herein, has no
actual knowledge and has received no notice of any material and adverse
environmental condition or circumstance affecting such Mortgaged Property
that was not disclosed in such report(s). If any such environmental report
identified any Recognized Environmental Condition (REC), as that term is
defined in the Standard Practice for Environmental Site Assessments: Phase
I Environmental Site Assessment Process Designation: E 1527-00, as
recommended by the American Society for Testing and Materials (ASTM), with
respect to the related Mortgaged Property and the same have not been
subsequently addressed in all material respects, then either (i) an escrow
greater than or equal to 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 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 Mortgagor has provided an environmental insurance policy, (iv) an
operations and maintenance plan has been or will be implemented or (v) such
conditions or circumstances were investigated further and a qualified
environmental consulting firm recommended no further investigation or
remediation.
20. Customary Mortgage Provisions. Each related Mortgage Note, Mortgage and
Assignment of Leases (if contained in a document separate from the
Mortgage) contain customary and enforceable provisions, subject to the
limitations and exceptions set forth in paragraph (5) and applicable state
law, for comparable mortgaged properties similarly situated such as to
render the rights and remedies of the holder thereof adequate for the
practical realization against the Mortgaged Property of the benefits of the
security intended to be provided thereby, including realization by judicial
or, if applicable, non-judicial foreclosure.
21. Bankruptcy. At the time of origination and, to the actual knowledge of
Seller as of the Cut-off Date, no Mortgagor is a debtor in, and no
Mortgaged Property is the subject of, any state or federal bankruptcy or
insolvency proceeding.
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22. Whole Loan; No Equity Participation, Contingent Interest or Negative
Amortization. Except with respect to a Mortgage Loan that is part of a Loan
Combination, each Mortgage Loan is a whole loan. None of the Mortgage Loans
contain any equity participation, preferred equity component or shared
appreciation feature by the mortgagee nor does any Mortgage Loan provide
the mortgagee with any contingent or additional interest in the form of
participation in the cash flow of the related Mortgaged Property.
23. Transfers and Subordinate Debt. 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 Mortgage Loan contains a "due on sale" or
other such provision for the acceleration of the payment of the unpaid
principal balance of such Mortgage Loan if, without the consent of the
holder of the Mortgage or complying with the requirements of the related
Mortgage Loan documents, (a) the related Mortgaged Property, or any
controlling or majority equity interest in the related Mortgagor, is
directly or indirectly pledged, transferred or sold, other than as related
to (i) family and estate planning transfers, (ii) transfers to certain
affiliates as defined in the related Mortgage Loan documents, (iii)
transfers of less than a controlling interest in a Mortgagor, (iv) a
substitution or release of collateral within the parameters of paragraph
(26) below, or, (v) the enforcement of rights by a mezzanine lender in
connection with any mezzanine debt which existed or is permitted under the
related Mortgage Loan documents, or (b) the related Mortgaged Property is
encumbered with a subordinate lien or security interest against the related
Mortgaged Property, other than (i) any Non-Trust Mortgage Loan that is part
of the same Loan Combination as any Mortgage Loan or any subordinate debt
that existed at origination or is permitted under the related Mortgage Loan
documents, (ii) debt secured by furniture, fixtures, equipment and other
personal property in the ordinary course of business or (iii) any Crossed
Loan that is part of the same Crossed Group as the subject Mortgage Loan.
Except as related to (a)(i), (ii), (iii), (iv) or (v), above, no Mortgage
Loan may be assigned by the Mortgagor to another entity without the
mortgagee's consent.
24. Waivers and Modification. 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. Inspection. Each related Mortgaged Property was inspected by or on behalf
of the related originator or an affiliate of the originator during the 12
month period prior to the related origination date.
26. Releases of Mortgaged Property. (A) 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 (B) the terms of the related
Mortgage Loan documents do not permit the release of any portion of the
Mortgaged Property from the lien of the Mortgage except (i) in
consideration of payment in full therefor, (ii) in connection with the
substitution of all or a portion of the Mortgaged Property in exchange for
delivery of "government securities" within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, as amended, (iii) where such portion
to be released was not considered material for purposes of underwriting the
Mortgage Loan and such release was contemplated at origination, (iv) where
such release is conditioned on the satisfaction of certain underwriting and
other requirements, including payment of a release price representing
adequate consideration for such Mortgaged Property or the portion thereof
to be released, or (v) in connection with the substitution of a replacement
property in compliance with REMIC Provisions.
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27. Local Law Compliance. To the Seller's actual knowledge, based upon a letter
from governmental authorities, a legal opinion, an endorsement to the
related title policy, or other due diligence considered reasonable by
prudent commercial and multifamily mortgage lenders, taking into account
the location of the related Mortgaged Property, 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 the Title Policy 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. Improvements. To the Seller's actual knowledge based on the Title Policy or
surveys 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 the related Title Policy) and no improvements on
adjoining properties encroached upon such Mortgaged Property to any
material and adverse extent (unless affirmatively covered by the related
Title Policy).
29. Single Purpose Entity. With respect to each Mortgage Loan with a Cut-off
Date Balance in excess of $5,000,000, 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 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. Advance of Funds. (A) After origination, the Seller has not, directly or
indirectly, advanced any funds to the Mortgagor, other than pursuant to the
related Mortgage Loan documents; and (B) to the Seller's actual knowledge,
no funds have been received from any Person other than the Mortgagor, for
or on account of payments due on the Mortgage Note.
31. Litigation or Other Proceedings. 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 (i) such Mortgagor's ability to pay its obligations under
the Mortgage Loan, (ii) the security intended to be provided by the
Mortgage Loan documents or (iii) the current use of the Mortgaged Property.
32. Trustee Under Deed of Trust. 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.
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33. Usury. The Mortgage Loan and the interest contracted for (exclusive of any
default interest, late charges, yield maintenance charge or prepayment
premiums) complied as of the date of origination with, or is exempt from,
applicable state or federal laws, regulations and other requirements
pertaining to usury.
34. Other Collateral. Except with respect to the Non-Trust Mortgage Loan that
is part of a Loan Combination or any Crossed Loan, to the Seller's
knowledge, the related Mortgage Note is not secured by any collateral that
secures a mortgage loan that is not in the Trust Fund.
35. Flood Insurance. If the improvements on the Mortgaged Property are located
in a federally designated special flood hazard area, the Mortgagor is
required to maintain or the mortgagee maintains, flood insurance with
respect to such improvements and such policy is in full force and effect.
36. Escrow Deposits. All escrow deposits and payments required to be deposited
with the Seller or its agent in accordance with the Mortgage Loan documents
have been (or by the Closing Date will be) so deposited, are in the
possession of or under the control of the Seller or its agent (or, with
respect to an Outside Serviced Trust Mortgage Loan, in the possession of or
under the control of the Outside Trustee or its agent under the applicable
Outside Servicing Agreement), and there are no deficiencies in connection
therewith.
37. Licenses and Permits. 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
considering the related geographic area and properties comparable to the
related Mortgaged Property, (i) as of the date of origination of the
Mortgage Loan, the related Mortgagor, the related lessee, franchisor or
operator was in possession of all material licenses, permits and
authorizations then required for use of the related Mortgaged Property,
and, (ii) as of the Cut-off Date, the Seller has no actual knowledge that
the related Mortgagor, the related lessee, franchisor or operator was not
in possession of such licenses, permits and authorizations.
38. Organization of Mortgagors; Affiliation with other Mortgagors. With respect
to each Mortgage Loan, in reliance on certified copies of the
organizational documents of the Mortgagor delivered by the Mortgagor in
connection with the origination of such Mortgage Loan, the Mortgagor is an
entity organized under the laws of a state of the United States of America,
the District of Columbia or the Commonwealth of Puerto Rico. Except with
respect to any Crossed Loan, no Mortgage Loan has a Mortgagor that is an
affiliate of another Mortgagor.
39. Fee Simple Interest. Except with respect to the Mortgage Loans listed on
Schedule V, the Mortgage Loan is secured in whole or in material part by
the fee simple interest in the related Mortgaged Property.
40. Recourse. Each Mortgage Loan is non-recourse to the related Mortgagor
except that the Mortgagor has agreed to be liable with respect to losses
incurred due to (i) fraud and/or other intentional material
misrepresentation, (ii) 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, (iii)
misapplication or conversion by the Mortgagor of insurance proceeds or
condemnation awards or (iv) breach of the environmental covenants in the
related Mortgage Loan documents.
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41. Access; Tax Parcels. The related Mortgaged Property (a) is located on or
adjacent to a dedicated road, or has access to an irrevocable easement
permitting ingress and egress, (b) is served by public utilities, water and
sewer (or septic facilities) and (c) constitutes one or more separate tax
parcels.
42. Financial Statements. The related Mortgage requires the related Mortgagor
to provide the mortgagee with operating statements and rent rolls on an
annual (or more frequent) basis or upon written request.
43. Defeasance. If the Mortgage Loan is a Defeasance Loan, the Mortgage Loan
documents (A) permit defeasance (1) no earlier than two years after the
Closing Date, and (2) 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 through the related maturity date (or the first day
of such Mortgage Loan's "open period") and the balloon payment that would
be due on such date, (B) require the delivery of (or otherwise contain
provisions pursuant to which the mortgagee can require delivery of) (i) an
opinion to the effect that such mortgagee has a first priority perfected
security interest in the defeasance collateral, (ii) an accountant's
certification as to the adequacy of the defeasance collateral to make all
payments required under the related Mortgage Loan through the related
maturity date (or the first day of such Mortgage Loan's "open period") and
the balloon payment that would be due on such date, (iii) an Opinion of
Counsel that the defeasance complies with all applicable REMIC Provisions,
and (iv) assurances from the Rating Agencies that the defeasance will not
result in the withdrawal, downgrade or qualification of the ratings
assigned to the Certificates and (C) contain provisions pursuant to which
the mortgagee can require the Mortgagor to pay expenses associated with a
defeasance (including rating agencies' fees, accountants' fees and
attorneys' fees). Such Mortgage Loan was not originated with the intent to
collateralize a REMIC offering with obligations that are not real estate
mortgages.
44. Authorization in Jurisdiction. To the extent required under applicable law
and necessary for the enforcement of the Mortgage Loan, as of the date of
origination and at all times it held 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.
45. Capital Contributions. Neither the Seller nor any affiliate thereof has any
obligation to make any capital contributions to the Mortgagor under the
Mortgage Loan documents.
46. Subordinate Debt. Except with respect to any Non-Trust Mortgage Loan that
is part of a Loan Combination or any Crossed Loan, none of the Mortgaged
Properties are encumbered and none of the Mortgage Loan documents permit
the related Mortgaged Property to become encumbered without the prior
written consent of the holder of the Mortgage Loan or as described above in
paragraph (23), by any lien securing the payment of money junior to, 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).
47. Location of Properties Securing Multifamily Mortgage Loans. Each Mortgaged
Property securing a Mortgage Loan in Loan Group No. 2 (the "Multifamily
Loan Group") is located in the United States or in its territories (Puerto
Rico, the U.S. Virgin Islands, Guam).
I-10
48. Number of Units at Multifamily Properties. Each Mortgage Loan in the
Multifamily Loan Group is secured by a Mortgaged Property or properties
each of which contains at least five dwelling units.
49. Multifamily Property Construction Completed. Each Mortgaged Property that
relates to a Mortgage Loan in the Multifamily Loan Group and that is
improved by a newly-constructed multifamily apartment building has achieved
the percentage of occupancy indicated in Annex A to the Prospectus
Supplement.
50. Multifamily Dwelling Units. The borrower under each Mortgage Loan in the
Multifamily Loan Group has represented that all dwelling units in the
related Mortgaged Property are self-contained living units, each of which
includes a kitchen and a bathroom.
51. Mixed Use Multifamily Properties. Each Mortgage Loan in the Multifamily
Loan Group is secured by a Mortgaged Property that has both a housing
component and a non-housing component meeting all of the following
requirements:
A. The physical plan consists of:
(A) A single structure; or
(B) Multiple structures, some of which contain mixed uses but none of
which is entirely non-residential; or
(C) Multiple structures most of which are entirely residential, but
one or a small number of which consist of retail stores primarily
intended to serve residents of the project.
B. The aggregate gross commercial income does not exceed 20% of the
estimated total gross income.
52. Multifamily RV parks. No Mortgage Loan in the Multifamily Loan Group is
secured by a Mortgage on a manufactured housing park with respect to which
the aggregate gross income from homesites for dwelling units that are not
permanently attached to homesites, such as recreational vehicles, does not
exceed 20% of the estimated total gross income.
53. Multifamily Property Types. Except for any portion of a Mortgaged Property
that contains non-residential uses identified in paragraph (52) above, all
of the properties securing the Mortgage Loans in the Multifamily Loan Group
are being operated as multifamily rental housing (which may include student
housing, seniors housing, or mixed-use properties), cooperative housing or
manufactured housing parks and none of the Mortgaged Properties securing
the Mortgage Loans in the Multifamily Loan Group are hotel properties or
provide daily rentals.
54. Multifamily Use. The Mortgage Loan documents for each Mortgage Loan in the
Multifamily Loan Group contains covenants that prohibit a change of use of
the related Mortgaged Property without the mortgagee's prior consent.
55. Franchisor Comfort Letters. With respect to each Mortgage Loan secured by a
hospitality property with respect to which a franchisor comfort letter
exists, (A) (i) such comfort letter is freely assignable and (ii) all steps
necessary for the Trust to have the full benefit of the comfort
I-11
letter have been taken or shall be taken by the Seller within the
timeframes contemplated under such comfort letter, including, without
limitation, notification by the Seller to the franchisor of any such
assignment, or (B) the related franchisor has delivered to the Trustee a
replacement comfort letter in favor of the Trust containing the same terms
and conditions as the original comfort letter.
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 the corresponding 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 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 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. Subject to the limitations on enforceability set forth in Paragraph 5
of Schedule I, 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 that termination or
cancellation without such consent may be binding on the mortgagee if
(i) an event of default occurs under the Ground Lease, (ii) notice is
provided to the mortgagee and (iii) 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, on the Closing Date such Ground
Lease is in full force and effect and other than payments due but not
yet 30 days or more delinquent, (i) there is no material default, and
(ii) 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; 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 elsewhere in Schedule I and this
Schedule II to this Agreement or in any of the exceptions to the
representations and warranties in Schedule III and Schedule IV to this
Agreement.
5. The Ground Lease or ancillary agreement between the lessor and the
lessee (i) requires the lessor to give notice of any default by the
lessee to the mortgagee and (ii) provides that no notice given is
effective against the mortgagee unless a copy has been delivered to
the mortgagee in the manner described in the ground lease or ancillary
agreement.
6. Based on the Title Policy, the Ground Lease (i) is not subject to any
liens or encumbrances superior to, or of equal priority with, the
Mortgage, other than the ground lessor's fee interest and Title
Exceptions or (ii) 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.
II-1
7. The mortgagee is permitted a reasonable opportunity (including, where
necessary, sufficient time to gain possession of the interest of the
lessee under the Ground Lease) to cure any curable default under such
Ground Lease after receipt of notice of such default before the lessor
thereunder may terminate such Ground Lease.
8. Such Ground Lease has an original term (together with any extension
options, whether or not currently exercised, set forth therein all of
which can be exercised by the mortgagee if the mortgagee acquires the
lessee's rights under the Ground Lease) that extends not less than 20
years beyond the Stated Maturity Date or if such Mortgage Loan is
fully amortizing, extends not less than 10 years after the
amortization term for the Mortgage Loan.
9. Under the terms of the Ground Lease and the related Mortgage Loan
documents (including, without limitation, any estoppel or consent
letter received by the mortgagee from the lessor), taken together, any
related insurance proceeds or condemnation award (other than de
minimis amounts for minor casualties or 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 by it having the
right to hold and disburse such proceeds as repair or restoration
progresses, or to the payment or defeasance of the outstanding
principal balance of the Mortgage Loan, together with any accrued
interest (except in cases where a different allocation would not be
viewed as commercially unreasonable by any commercial mortgage lender,
taking into account the relative duration of the Ground Lease and the
related Mortgage and the ratio of the market value of the related
Mortgaged Property to the outstanding principal balance of such
Mortgage Loan).
10. The Ground Lease does not restrict the use of the related Mortgaged
Property by the lessee or its successors or assigns in a manner that
would materially adversely affect the security provided by the related
mortgage.
11. The Ground Lease does not impose any restrictions on subletting that
would be viewed as commercially unreasonable by a prudent commercial
mortgage lender.
12. 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
EXCEPTION TO REPRESENTATION NO. 8: MORTGAGE LIEN
Loan
Number Loan Name Description of Exception
------ --------------------------------------------- -----------------------------------------------------------------------------
Lincoln Square With respect to the loan listed to the left, an affiliate of the borrowers
has a right of first offer to purchase the Mortgaged Property or certain
direct or indirect interests in the borrowers.
DLJ East Coast Portfolio - Marriott Courtyard With respect to the loan and the related Mortgaged Property listed to the
Charlotte left, the Mortgaged Property consists of a fee interest in a hotel located on
top of an 11 story parking garage that is owned by an unrelated third party
(the "Ground/Garage Parcel"), and a leasehold interest in the ground floor
hotel lobby, limited service restaurant and other hotel-related space on the
ground floor of the building containing the Mortgaged Property (the "Hotel
First Floor Space"), which ground floor is owned by the owner of the
Ground/Garage Parcel. The Mortgaged Property and the Ground/Garage Parcel are
subject to a reciprocal operating and lease agreement (the "ROLA") that
provides among other things for easements of support and access for the
hotel, as well as setting forth the terms of the lease of the Hotel First
Floor Space. The ROLA provides that in the event of a casualty, the
respective owners of the Ground/Garage Parcel and the Mortgaged Property
(including the leased Hotel First Floor Space) are responsible for
restoration of their respective parcels and improvements, provided that in
the event of a major casualty or condemnation (rendering unusable 25% or more
of the square footage of the related parcel or the improvements thereon or
reducing the value of the parcel or improvements thereon by 25% of more), the
parcel owner may elect not to restore. If the owner of the Mortgaged Property
elects not to restore, the casualty insurance or condemnation proceeds
respecting the Mortgaged Property will be used first to demolish the hotel
and reconstruct the top level of the parking garage, and then to be applied
to the Mortgage Loan, and the owner of the
III-1
Loan
Number Loan Name Description of Exception
------ --------------------------------------------- -----------------------------------------------------------------------------
Ground/Garage Parcel has the right to purchase the Mortgaged Property (in
which event the lease of the Hotel First Floor Space would terminate; such
lease would also terminate in the event that parcel owners elected not to
restore their respective parcels upon a major casualty, or if the term of the
ROLA were to expire--although the ROLA does not have an expiration date and
is to be perpetual, subject to a savings clause to avoid any applicable rule
against perpetuities calling for an expiration not earlier than 21 years
after the death of the last survivor of the living (as of May 29, 1998)
descendents of President Xxxxxxx Xxxxxxxxx Xxxxxxx and Queen Xxxxxxxxx XX)
for a purchase price equal to the appraised market value of the Mortgaged
Property determined by an appraiser in accordance with the terms of the ROLA,
provided that the price must be at least equal to the net mortgage loan
amount of the first mortgage on the Mortgaged Property (net of the casualty
proceeds applied to pay down the mortgage). If the owner of the Ground/Garage
Parcel elects not to restore upon a major casualty, then the casualty
insurance or condemnation proceeds respecting the Ground/Garage Parcel shall
be applied to the mortgage of the Ground/Garage Parcel (this would not be the
Mortgage Loan, but any mortgage given by the owner of the Ground/Garage
Parcel on its parcel and improvements), and the owner of the Mortgaged
Property has the right to purchase the Ground/Garage Parcel for a purchase
price equal to the appraised market value of the Ground/Garage Parcel
determined by an appraiser in accordance with the terms of the ROLA, provided
that the price must be at least equal to the net mortgage loan amount of the
first mortgage on the Ground/Garage Parcel (net of the casualty proceeds
applied to pay down the mortgage).
Huntsville Office Portfolio I With respect to the loan listed to the left, a tenant has a right of first
refusal with respect to the Mortgaged Property.
Verizon Wireless - Lincoln, NE With respect to the loan listed to the left, the sole tenant of the Mortgaged
Property has an option to purchase the borrower's interest in the Mortgaged
III-2
Loan
Number Loan Name Description of Exception
------ --------------------------------------------- -----------------------------------------------------------------------------
Property at the end of the initial lease term (not earlier than October 31,
2017; the scheduled maturity date of the loan is December 6, 2017) for a
price based upon the fair market value of the Mortgaged Property, using an
income approach, as determined in accordance with the related lease.
00 Xxxxx Xxxxxx - Residential With respect to the loan listed to the left, a tenant has a right of first
refusal with respect to the Mortgaged Property.
Highland Shopping Center With respect to the loan listed to the left, an adjacent property owner,
which is also a shadow tenant at the Mortgaged Property, has a right of first
refusal to purchase all or a portion of the Mortgaged Property.
Firehouse Square With respect to the loan listed to the left, the sole tenant of the Mortgaged
Property has an option to purchase the borrower's interest in the Mortgaged
Property for a price based upon the fair market value of the Mortgaged
Property as determined in accordance with the tenant's lease.
EXCEPTION TO REPRESENTATION NO. 11: CONDITION OF MORTGAGED PROPERTY; NO
CONDEMNATION
Loan
Number Loan Name Description of Exception
------ --------------------------------------------- -----------------------------------------------------------------------------
Simsbury Plaza With respect to the loan listed to the left, there is a transfer in lieu of
condemnation and condemnation proceeding in process, with certain transfers
having already occurred, for the creation of an interchange at the
intersection of two roads adjoining the Mortgaged Property that is
anticipated to reduce parking at a portion of the Mortgaged Property leased
to a tenant.. If such condemnation/transfer in lieu of condemnation causes
the tenant that would be affected by the loss of the parking spaces to
terminate its lease, the borrower shall be required to pay to the lender the
condemnation award and any deficiency between the amount of the condemnation
award received and the sum of $1,298,000.00.
III-3
EXCEPTION TO REPRESENTATION NO. 13: INSURANCE
Loan
Number Loan Name Description of Exception
------ --------------------------------------------- -----------------------------------------------------------------------------
DLJ East Coast Portfolio - Marriott Courtyard With respect to the loan listed to the left, reference is made to the
Charlotte exception for such loan set forth in the Exception to Representation No. 8
above, which is incorporated herein by reference as an exception to this
Representation 13 as well.
Timber Ridge Apartments With respect to the loan listed to the left, in the event a casualty results
in damage to any building on the Mortgaged Property exceeding 50% of the
value of the building at the time of the damage and the borrower is unable to
obtain from the municipality where the Mortgaged Property is located a
variance or special use permit permitting the borrower to rebuild the damaged
building as it existed prior to such casualty, the mortgage loan documents
permit insurance proceeds to be applied to costs associated with demolition
of the damaged building rather than to restoration or prepayment of the debt.
Silver State Materials With respect to the loans listed to the left, the related borrower was not
required to obtain terrorism insurance because the mortgaged interest was
land only.
Silver State Materials With respect to the loan listed to the left, there is no business
interruption or rental loss insurance as the Mortgaged Property is for the
land only and the related tenant is obligated to pay rent without abatement
in the event of a casualty.
EXCEPTION TO REPRESENTATION NO. 19: ENVIRONMENTAL CONDITIONS AND COMPLIANCE
Loan
Number Loan Name Description of Exception
------ --------------------------------------------- -----------------------------------------------------------------------------
Highpoint I and Coppell II With respect to the loan listed to the left, the environmental site
assessments for each of the Mortgaged Properties were performed more than 18
months preceding the origination of the Mortgage Loan.
Chant Portfolio - Pool 4 With respect to the loan listed on the left, the environmental site
assessments for the Mortgaged
III-4
Loan
Number Loan Name Description of Exception
------ --------------------------------------------- -----------------------------------------------------------------------------
Properties disclosed a Recognized Environmental Condition consisting of
groundwater contaminated by chlorinated solvents as a result of historic
circuitboard manufacturing by a prior owner/operator. A subsequent file
review identified Xxxx XX Holding Company as the responsible party, and while
an independent evaluation of the financial resources of Xxxx XX Holding
Company has not been undertaken, Xxxx XX Holding Company has been and is
continuing to engage in remedial activities pursuant to the New Mexico
Voluntary Remediation Program.
EXCEPTION TO REPRESENTATION NO. 21: BANKRUPTCY
Loan
Number Loan Name Description of Exception
------ --------------------------------------------- -----------------------------------------------------------------------------
All Loans With respect to all the loans in the CD 2008-C7 securitization transaction,
Seller makes no representation regarding the bankruptcy or insolvency of any
tenant at the Mortgaged Property.
EXCEPTION TO REPRESENTATION NO. 26: RELEASES OF MORTGAGED PROPERTY
Loan
Number Loan Name Description of Exception
------ --------------------------------------------- -----------------------------------------------------------------------------
RRI Hotel Portfolio With respect to the loan listed to the left, the Mortgage Loan documents
provide for the release of individual Mortgaged Properties subject to
compliance with certain conditions, including but not limited to the
following: (1) no event of default has occurred and is continuing; (2) after
giving effect to any partial release the debt service coverage ratio for the
remaining Mortgaged Properties following the release shall equal or exceed
the greater of (a) the debt service coverage ratio at origination of the
Mortgage Loan (utilizing the net cash flow at origination of $30,380,000) and
(b) the debt service coverage ratio for all Mortgaged Properties subject to
the liens of Mortgages for the 12 full calendar months immediately preceding
the release; (3) after giving
III-5
Loan
Number Loan Name Description of Exception
------ --------------------------------------------- -----------------------------------------------------------------------------
effect to any partial release (i.e., assuming the partial prepayment of the
Mortgage Loan in connection with the partial release and assuming the
released Mortgaged Property is no longer included as one of the Mortgaged
Properties), the Debt Yield (meaning the percentage obtained by dividing the
net operating income of the Mortgaged Properties for the immediately
preceding 12 months by the sum of the outstanding principal balance of the
Mortgage Loan) shall not be less than the greater of (a) (i) 9.8%, multiplied
by (ii) a fraction the numerator of which is the sum of the allocated loan
amounts of all Mortgaged Properties subject to the liens of the Mortgages,
including the Mortgaged Property subject to the release, and the denominator
of which is the sum of the current amortized allocated loan amounts of all
Mortgaged Properties subject to the liens of the Mortgages, including the
Mortgaged Property subject to the release (the "Release Debt Yield") and (b)
the Debt Yield calculated immediately prior to such release; (4) the amount
of the outstanding principal balance of the RRI Hotel Portfolio loan to be
prepaid or defeased with the release of each individual Mortgaged Property
shall equal or exceed the greater of (a) 115% of the allocated loan amount
for the Mortgaged Property to be released and (b) an amount which would
result in a Debt Yield immediately after the proposed release of such
individual Mortgaged Property to be equal to or greater than (i) (A) the
Release Debt Yield and (ii) the Debt Yield calculated immediately prior to
such release.
In addition, the related borrower is permitted to substitute any similar
fee property for any of the Mortgaged Properties subject to satisfaction of
certain conditions, including, but not limited to (1) the receipt of a REMIC
opinion; (2) after giving effect to such substitution, the debt service
coverage ratio is not less than the greater of (a) the debt service coverage
ratio for all the Mortgaged Properties subject to the liens of the Mortgages
immediately prior to such substitution and (b) the debt service coverage
ratio for all the Mortgaged
III-6
Loan
Number Loan Name Description of Exception
------ --------------------------------------------- -----------------------------------------------------------------------------
Properties at the origination of the underlying mortgage loan (utilizing the
net cash flow at origination of $30,380,000); (3) after giving effect to such
substitution, the Debt Yield is not less than the greater of (x) the Debt
Yield immediately prior to such substitution and (y) the Debt Yield at the
time of origination of the Mortgage Loan (utilizing the net cash flow at
origination of $30,380,000); (4) the lender has received written confirmation
from each applicable rating agency that such substitution will not result in
a downgrade, withdrawal or qualification of the then-current ratings assigned
by such rating agency to any class of the series 2008-C7 certificates; (5)
the related borrower has submitted customary due diligence materials
satisfying the criteria described in the underlying Mortgage Loan documents;
(6) any substitute property must have a fair market value that is not less
than the greater of (i) the fair market value of the property it is replacing
(the "Substituted Property"), calculated as of the origination of the
Mortgage Loan, and (ii) the fair market value of the Substituted Property,
calculated as of the date immediately preceding the substitution; (7) the net
operating income for the substitute property for the 12 month period
immediately preceding the substitution must be greater than the net operating
income for the Substituted Property for the 12-month period immediately
preceding the substitution; and (8) the borrower is not permitted to
substitute more than 10 Mortgaged Properties.
DLJ East Coast Portfolio With respect to the loan listed to the left, the Mortgage Loan documents
permit the partial release of any Mortgaged Property (provided that one, but
not both, of the Princeton and Charlotte Mortgaged Properties may be
released) provided that the following conditions, among others, are
satisfied: (1) no default shall have occurred and be continuing; (2)
prepayment of the Mortgage Loan (with yield maintenance with respect to the
portion of the Mortgage Loan prepaid) in an amount equal to 120% of the
amount of the loan allocated to the released Mortgaged Property; (3)
immediately prior to the time of the release of the applicable
III-7
Loan
Number Loan Name Description of Exception
------ --------------------------------------------- -----------------------------------------------------------------------------
Mortgaged Property from the lien of the applicable Mortgage the debt service
coverage ratio shall be at least the greater of (i) the debt service coverage
ratio of the loan based upon the actual trailing 12-month cash flow for the
Mortgaged Properties (including the Mortgaged Property to be released)
immediately prior to the proposed release and (ii) 1.24:1.00; and (4) the
loan to value ratio for the Mortgage Loan shall be no greater than 80% after
giving effect to the proposed release and the Mortgage Loan prepayment.
Mall St. Xxxxxxx With respect to the loan listed to the left, the related loan documents
permit the borrower at its option to acquire and add to the Mortgaged
Property one or more parcels of land, together with improvements thereon,
constituting an integral part of the shopping center at the Mortgaged
Property, and the loan documents also permit the borrower to obtain a release
of one or more portions of the Mortgaged Property, including, but not limited
to, any such acquired property, without required prepayment or partial
defeasance of the related Mortgage loan, subject to satisfaction of certain
conditions in the Mortgage loan documents, including, among other things,
that the borrower delivers to the lender evidence that would be satisfactory
to a prudent lender acting reasonably that the portion of the Mortgaged
Property being released is not necessary for the borrower's operation or use
of the Mortgaged Property for its then current use and may be readily
separated from the Mortgaged Property without a material diminution in the
value of the Mortgaged Property, provided, however, that this condition will
not apply to the release of an acquired parcel.
In addition, the Mortgage Loan documents also permit the borrower to
obtain the release of one or more portions of the Mortgaged Property from the
lien of the Mortgage by simultaneously substituting another property (or a
leasehold interest in another property) for the released Mortgaged Property,
subject to the satisfaction of certain conditions, including, among other
things,
III-8
Loan
Number Loan Name Description of Exception
------ --------------------------------------------- -----------------------------------------------------------------------------
that: (i) no event of default has occurred and is continuing; (ii)
simultaneously with the substitution, the borrower will acquire fee simple or
leasehold interest to a parcel of real property reasonably equivalent in use,
value and condition to the parcel being released as established by a letter
of value; (iii) if the replacement parcel is improved, borrower must deliver
a physical conditions report to lender indicating that the parcel is in good
condition and repair and free of damage or waste unless the borrower intends
to demolish the improvements; and (iv) the parcel being released shall be
vacant, non-income producing and unimproved or improved only be landscaping,
utility facilities that are readily re-locatable or surface parking areas.
Red Beam Garage With respect to the loan listed to the left, the Mortgage Loan documents
provide for the partial release of a certain parcel of the Mortgaged Property
(the "Partial Release Parcel") provided that the following conditions are
satisfied: (1) the defeasance lockout period shall have expired; (2) the
borrower shall be required to partially defease the loan in the amount of
125% of the allocated amount for the Partial Release Parcel, which allocated
amount is $2,260,000.00; (3) no event of default shall have occurred and be
continuing; (4) any required reciprocal easement and common use agreements
providing, among other things, access, utilities and parking for the
remaining portion of the Mortgage Property shall have been approved by
Lender; (5) title to the Partial Release Parcel shall be transferred and no
longer owned by Borrower upon the completion of the partial release; (6)
Lender shall have received an endorsement to Lender's title insurance policy;
(7) Lender shall have received satisfactory evidence that the Partial Release
Parcel has a tax parcel number separate from the remaining Mortgaged
Property; (8) if required by Lender, Borrower shall have provided a REMIC
legal opinion; (9) Lender shall have received and approved an appraisal which
shows a loan to value ratio for the remaining property, which shall be net of
the amount of the loan allocated to the Partial Release
III-9
Loan
Number Loan Name Description of Exception
------ --------------------------------------------- -----------------------------------------------------------------------------
Parcel, of not more than 70%; and (10) Borrower shall have provided evidence
that the Mortgaged Property has achieved and will achieve a debt service
coverage ratio of at least 1.30 to 1.00 in the aggregate both prior to and
after the partial release.
EXCEPTION TO REPRESENTATION NO. 38: AFFILIATION WITH OTHER MORTGAGORS
Loan
Number Loan Name Description of Exception
------ --------------------------------------------- -----------------------------------------------------------------------------
Huntsville Office Portfolio II With respect to the loans listed to the left, the related borrowers are
Huntsville Office Portfolio III affiliates.
Huntsville Office Portfolio I
Courtyard by Marriott - Lyndhurst, NJ With respect to the loans listed to the left, the related borrowers are
Courtyard by Marriott - Columbus Airport, OH affiliates.
Courtyard by Marriott - Columbus Downtown, OH
Springhill Suites - Bothell, WA
South Braintree With respect to the loans listed to the left, the related borrowers are
0000 Xxxxx Xxxxxx Xxxx affiliates.
Laidley Tower With respect to the loans listed to the left, the related borrowers are
Chant Portfolio - Pool 3 affiliates.
Chant Portfolio - Pool 4
Broadmoor Shopping Center
Clearview Apartments With respect to the loans listed to the left, the related borrowers are
Colonial Village Apartments affiliates.
Perry's Crossing
0000 Xxxx Xxxxx With respect to the loans listed to the left, the related borrowers are
The Parkway affiliates.
Willow Xxxx Apartments With respect to the loans listed to the left, the related borrowers are
Pebblebend Apartments affiliates.
Indian Trail Apartments
Breckinridge Square Apartments With respect to the loans listed to the left, the related borrowers are
Xxxxxxx Oaks Apartments affiliates.
III-10
Loan
Number Loan Name Description of Exception
------ --------------------------------------------- -----------------------------------------------------------------------------
Timber Ridge Apartments With respect to the loans listed to the left, the related borrowers are
Wood Trail-Tyler Apartments affiliates.
Xxxxxxx Xxxxxxx Xxxxxxxxxx
Xxxxxxxxxx Xxxxxx - Xxx Xxxxxx, XX (LH) With respect to the loans listed to the left, the related borrowers are
Comfort Inn & Suites - Carbondale, CO (LH) affiliates.
Holiday Inn Express - Prince Frederick, MD With respect to the loans listed to the left, the related borrowers are
Travelodge - Lancaster, PA affiliates.
EXCEPTION TO REPRESENTATION NO. 40: RECOURSE
Loan
Number Loan Name Description of Exception
------ --------------------------------------------- -----------------------------------------------------------------------------
All Loans Mortgage loans in many or all cases provide for recourse liability to the
borrower or matters and/or under circumstances which are in addition to those
items specified in representation number 40.
EXCEPTION TO REPRESENTATION NO. 55: FRANCHISOR COMFORT LETTERS
Loan
Number Loan Name Description of Exception
------ --------------------------------------------- -----------------------------------------------------------------------------
DLJ East Coast Portfolio With respect to the loans listed to the left, the comfort letters issued by
the franchisor at the time of origination of the related loans were
-Marriott Courtyard Charlotte non-assignable; however upon written request from Seller, the franchisor will
issue a replacement comfort letter, substantially similar to the previously
-Marriott Courtyard Princeton issued comfort letter, to the trustee of a trust established in connection
with the securitization of the loan.
-Marriott Courtyard Lynchburg
Courtyard by Marriott - Lyndhurst, NJ
Courtyard by Marriott - Columbus Airport, OH
Courtyard by Marriott - Columbus Downtown, OH
Springhill Suites - Bothell, WA
III-11
Loan
Number Loan Name Description of Exception
------ --------------------------------------------- -----------------------------------------------------------------------------
Xxxxxxxx Xxxxxxxxx Xxx & Xxxxxx - Xxxxxx, XX
Springhill Suites - Las Cruces, NM (LH)
Xxxxxxx Inn - New York, NY With respect to the loans listed to the left, the comfort letters issued by
the franchisor at the time of origination of the related loans permit the
Seller to assign the comfort letter to any successor holder of Seller's
Travelodge - Lancaster, PA interest in the related loan, unless Seller retains the right and obligation
to service the loan on behalf of its successor in interest, provided that
Seller must notify the franchisor of such assignment within 30 days following
assignment.
Holiday Inn Express - Prince Frederick, MD With respect to the loan listed to the left, the comfort letter issued by the
franchisor at the time of origination of the loan was not assignable, except
that if the Seller makes a request to franchisor in writing prior to July 1,
2008, franchisor will issue a comfort letter to the REMIC on its then-current
form of comfort letter upon securitization of the loan.
III-12
SCHEDULE IV
EXCEPTIONS TO GROUND LEASE REPRESENTATIONS AND WARRANTIES
EXCEPTION TO REPRESENTATION NO. 2
Loan
Number Loan Name Description of Exception
------ --------------------------------------------- -----------------------------------------------------------------------------
RRI Hotel Portfolio - Edison, New Jersey With respect to the loan and the related Mortgaged Property listed to the
left, the ground lessor's consent (which consent shall not be unreasonably
withheld) to any assignment of the ground lessee's interests under the Ground
Lease is required in certain circumstances, though not as a condition to a
foreclosure by the mortgagee.
Century Square Shopping Center With respect to the loan listed to the left, the mortgagee is a permitted
assignee of the borrower's interest in the Ground Lease, however, subsequent
assignments would be subject to the provisions of the ground lease
restricting and governing such further assignments.
Verizon Wireless - Lincoln, NE With respect to the loans listed to the left, the related ground leases
Comfort Inn - Carbondale (LH) provide that possession of the leased premises may be delivered to mortgagee
voluntarily or pursuant to any foreclosure or other proceedings or otherwise,
Springhill Suites - Las Cruces (LH) but the Ground Leases do not expressly state that consent of the ground
lessor is not required for assignment to the mortgagee and its assigns.
EXCEPTION TO REPRESENTATION NO. 5
Loan
Number Loan Name Description of Exception
------ --------------------------------------------- -----------------------------------------------------------------------------
RRI Hotel Portfolio - Edison, New Jersey With respect to the loans and the related Mortgaged Properties listed to the
RRI Hotel Portfolio - Greenville, South left, each related Ground Lease provides for notice of defaults by the lessee
Carolina but do not expressly provide that no notice given is effective against the
RRI Hotel Portfolio - Boston Northeast mortgagee unless the mortgagee receives a copy of such notice.
Saugus, Massachusetts
DLJ East Coast Portfolio - Marriott Courtyard
Xxxxxxxxx
XX-1
EXCEPTION TO REPRESENTATION NO. 7
Loan
Number Loan Name Description of Exception
------ --------------------------------------------- -----------------------------------------------------------------------------
DLJ East Coast Portfolio - Marriott Courtyard With respect to the loan and the related Mortgaged Property listed to the
Charlotte left, the Ground Lease grants mortgagee the same cure rights that borrower
has under the Ground lease plus an additional ten (10) days to cure any
default.
Mall St. Xxxxxxx With respect to the loan listed to the left, provided that rent and all other
payments required to be paid by the borrower continue to be paid in
accordance with the terms of the Ground Lease, the mortgagee is permitted a
reasonable opportunity (including, where necessary, sufficient time to gain
possession of the interest of the lessee under the Ground Lease) to cure any
curable default under such Ground Lease after receipt of notice of such
default before the ground lessor may terminate such Ground Lease.
Century Square Shopping Center With respect to the loan listed to the left, in the event there is a
non-monetary default which cannot be practicably cured without taking
mortgagee taking possession of the premises or by instituting foreclosure,
the ground lessor has the right to cut-off the cure period if the mortgagee
does not institute foreclosure proceedings within 90 days of notice by ground
lessor.
EXCEPTION TO REPRESENTATION NO. 8
Loan
Number Loan Name Description of Exception
------ --------------------------------------------- -----------------------------------------------------------------------------
RRI Hotel Portfolio - Edison, New Jersey With respect to the loan and the related Mortgaged Property listed to the
left, the term of the Ground Lease extends for approximately ten (10) years,
four and one-half (4.5) months beyond the Stated Maturity Date of the loan.
RRI Hotel Portfolio - Greenville, South With respect to the loan and the related Mortgaged Property listed to the
Carolina left, the term of the Ground Lease extends for approximately 16 years
beyond the Stated Maturity Date of the loan.
IV-2
Loan
Number Loan Name Description of Exception
------ --------------------------------------------- -----------------------------------------------------------------------------
DLJ East Coast Portfolio - Marriott Courtyard With respect to the loan and the related Mortgaged Property listed to the
Charlotte left, With respect to the loan and the related Mortgaged Property listed to
the left, the Mortgaged Property consists of a fee interest in a hotel
located on top of an 11 story parking garage that is owned by an unrelated
third party (the "Ground/Garage Parcel"), and a leasehold interest in the
ground floor hotel lobby, limited service restaurant and other hotel-related
space on the ground floor of the building containing the Mortgaged Property
(the "Hotel First Floor Space"), which ground floor is owned by the owner of
the Ground/Garage Parcel. The Mortgaged Property and the Ground/Garage Parcel
are subject to a reciprocal operating and lease agreement (the "ROLA") that
provides among other things for easements of support and access for the
hotel, as well as setting forth the terms of the lease of the Hotel First
Floor Space. The ROLA provides that in the event of a casualty, the
respective owners of the Ground/Garage Parcel and the Mortgaged Property
(including the leased Hotel First Floor Space) are responsible for
restoration of their respective parcels and improvements, provided that in
the event of a major casualty or condemnation (rendering unusable 25% or more
of the square footage of the related parcel or the improvements thereon or
reducing the value of the parcel or improvements thereon by 25% of more), the
parcel owner may elect not to restore. If the owner of the Mortgaged Property
elects not to restore, the casualty insurance or condemnation proceeds
respecting the Mortgaged Property will be used first to demolish the hotel
and reconstruct the top level of the parking garage, and then to be applied
to the Mortgage Loan, and the owner of the Ground/Garage Parcel has the right
to purchase the Mortgaged Property (in which event the lease of the Hotel
First Floor Space would terminate; such lease would also terminate in the
event that parcel owners elected not to restore their respective parcels upon
a major casualty, or if the term of the ROLA were to expire--although the
ROLA does not have an expiration date and is to be perpetual, subject to a
savings clause to avoid any applicable rule against perpetuities calling for
an
IV-3
Loan
Number Loan Name Description of Exception
------ --------------------------------------------- -----------------------------------------------------------------------------
expiration not earlier than 21 years after the death of the last survivor of
the living (as of May 29, 1998) descendents of President Xxxxxxx Xxxxxxxxx
Xxxxxxx and Queen Xxxxxxxxx XX) for a purchase price equal to the appraised
market value of the Mortgaged Property determined by an appraiser in
accordance with the terms of the ROLA, provided that the price must be at
least equal to the net mortgage loan amount of the first mortgage on the
Mortgaged Property (net of the casualty proceeds applied to pay down the
mortgage). If the owner of the Ground/Garage Parcel elects not to restore
upon a major casualty, then the casualty insurance or condemnation proceeds
respecting the Ground/Garage Parcel shall be applied to the mortgage of the
Ground/Garage Parcel (this would not be the Mortgage Loan, but any mortgage
given by the owner of the Ground/Garage Parcel on its parcel and
improvements), and the owner of the Mortgaged Property has the right to
purchase the Ground/Garage Parcel for a purchase price equal to the appraised
market value of the Ground/Garage Parcel determined by an appraiser in
accordance with the terms of the ROLA, provided that the price must be at
least equal to the net mortgage loan amount of the first mortgage on the
Ground/Garage Parcel (net of the casualty proceeds applied to pay down the
mortgage).
Chant Portfolio - Pool 3 With respect to the loan listed to the left, the term of the Ground Lease
expires one (1) year prior to the Stated Maturity Date of the loan; however
the Ground Lease was entered into as a part of an Industrial Revenue Bond
issuance and the bonds have been paid down to $1,000.00 with payments due in
the amount of $6.00 annually. Once the bond is paid off, the fee title in the
Mortgaged Property must be purchased by the borrower for $1.00, and the
related mortgage contains a provision whereby the lien of the mortgage
spreads to include the fee interest in the Mortgaged Property acquired.
Century Square Shopping Center With respect to the loan listed to the left, the term of the Ground Lease
extends for 1.5 years beyond the scheduled maturity date of the Mortgage
Loan, which is an ARD Loan (unless the Lender elects to
IV-4
Loan
Number Loan Name Description of Exception
------ --------------------------------------------- -----------------------------------------------------------------------------
cause the maturity date to be the Anticipated Repayment Date for the Mortgage
Loan), and 26.5 years after the Anticipated Repayment Date for the Mortgage
Loan.
EXCEPTION TO REPRESENTATION NO. 9
Loan
Number Loan Name Description of Exception
------ --------------------------------------------- -----------------------------------------------------------------------------
RRI Hotel Portfolio - Edison, New Jersey With respect to the loan and the related Mortgaged Property listed to the
left, the Ground Lease provides that a portion of any condemnation award may
be payable to the ground lessor, and thus may not be available for
restoration.
DLJ East Coast Portfolio - Marriott Courtyard With respect to the loan listed to the left, reference is made to the
Charlotte exception for such loan set forth in the Exception to Representation No. 8
above, which is incorporated herein by reference as an exception to this
Representation 9 as well.
Mall St. Xxxxxxx With respect to the loan listed to the left, the Ground Lease provides that
condemnation proceeds will be applied to restoration of the Mortgaged
Property unless the condemnation results in a termination of the Ground
Lease, in which case the net awards will be distributed as follows: first,
$86,700 of said net award will be paid to the ground lessor, second, 35% of
the unpaid balance of any loan secured by a first leasehold mortgage on the
leased premises will be paid to the first leasehold mortgagee, and third, any
remaining balance will be divided between the ground lessor and the lessee,
in accordance with the respective fair market values of ground lessor's
interest under the Ground Lease or in the land and lessee's leasehold estate;
provided, however, that if such taking occurs at any time during the last 10
years prior to the original termination date of the Ground Lease, or the
termination date of any renewal or extended term of the Ground Lease, the
balance of the net award will be paid to the ground lessor.
IV-5
Loan
Number Loan Name Description of Exception
------ --------------------------------------------- -----------------------------------------------------------------------------
Century Square Shopping Center With respect to the loan listed to the left, a portion of any condemnation
award is payable to the ground lessor under the Ground Lease on account of
its interest in the demised premises, and thus would not be available for
restoration of the Mortgaged Property or prepayment of the Mortgage loan.
EXCEPTION TO REPRESENTATION NO. 12
Loan
Number Loan Name Description of Exception
------ --------------------------------------------- -----------------------------------------------------------------------------
RRI Hotel Portfolio - Edison, New Jersey With respect to the loan and the related Mortgaged Property listed to the
left, the Ground Lease does provide for the ground lessor to enter into a new
lease upon termination of the Ground Lease due to any defaults of a personal
nature that are not susceptible of cure by the mortgagee (as opposed to a new
lease resulting from any termination of the Ground Lease) --- provided that
the mortgagee (i) timely cures any other ground lessee defaults that are
susceptible to cure, (ii) continues to pay all amounts due to the ground
lessor under the Ground Lease during the period that mortgagee enforces its
remedies under the Mortgage Loan documents, (iii) promptly enforces its
remedies under the Mortgage Loan documents to obtain possession and foreclose
on the Mortgage Property within six months (subject to reasonable extension),
and (iv) assumes and performs, or obtains a purchaser of the ground lessee's
leasehold estate to assume and perform, the ground lessee's Ground Lease
obligations).
DLJ East Coast Portfolio - Marriott Courtyard With respect to the loan and the related Mortgaged Property listed to the
Charlotte left, there is no obligation for the ground lessor to enter into a new lease
upon termination of the Ground Lease created under the reciprocal easement
agreement (ROLA) referred to in the Exception to Representation 8 above.
Mall St. Xxxxxxx With respect to the loan listed to the left, the Ground Lease does not state
that the ground lessor is required to enter into a new lease upon termination
of the Ground Lease; however, the Ground Lease cannot be terminated so long
as the lessee (or the
IV-6
Loan
Number Loan Name Description of Exception
------ --------------------------------------------- -----------------------------------------------------------------------------
leasehold mortgagee if the leasehold mortgagee completes foreclosure
proceedings or otherwise acquires title to the leasehold interest) pays all
rentals coming due and perform the covenants contained in the Ground Lease.
In addition, the Ground Lease states that no default under the Ground Lease
entitles the any party to terminate the Ground Lease and the sole remedy
against the party in default shall be an injunction, declaratory judgment
and/or an action for damages.
Chant Portfolio - Pool 3 With respect to the loan listed to the left, if the Ground Lease or
borrower's rights thereunder are terminated, there is no obligation for the
ground lessor to enter into a new lease, however the Ground Lease was entered
into as a part of an Industrial Revenue Bond issuance and the bonds have been
paid down to $1,000.00 with payments due in the amount of $6.00 annually.
Once the bond is paid off, the fee title in the Mortgaged Property must be
purchased by the borrower for $1.00, and the related mortgage contains a
provision whereby the lien of the mortgage spreads to include the fee
interest in the Mortgaged Property acquired.
IV-7
SCHEDULE V
MORTGAGE LOANS SECURED BY A LEASEHOLD
INTEREST IN ALL OR A MATERIAL PORTION OF
THE RELATED MORTGAGED PROPERTY
LOAN NUMBER PROPERTY NAME
----------- ------------------------------------------
3 CGM RRI Hotel Portfolio
5 DLJ East Coast Portfolio
7 Mall St. Xxxxxxx
9 Hunstville Office Portfolio II
12 Hunstville Office Portfolio III
14 Hunstville Office Portfolio I
19 Chant Portfolio - Pool 3
00 Xxxxxxx Xxxxxx Shopping Center
35 Verizon Wireless - Lincoln, NE
52 Chant Portfolio - Pool 4
00 Xxxxxxxxxx Xxxxxx - Xxx Xxxxxx, XX (LH)
00 Xxxxxxx Xxx & Xxxxxx - Xxxxxxxxxx, XX (LH)
V-1
ANNEX A
MORTGAGE LOAN SCHEDULE
Annex A-1
MORTGAGE LOAN LOAN GROUP
LOAN NUMBER SELLER NUMBER LOAN / PROPERTY NAME
--------------------------------------------------------------------------------------
3 CGM 1 CGM RRI Hotel Portfolio
3.1 Red Roof Inn Washington Downtown
3.2 Red Roof Inn Long Island
3.3 Red Roof Inn Miami Airport
3.4 Red Roof Inn Greater Washington Manassas
3.5 Red Roof Inn Xxx Arbor University North
3.6 Red Roof Inn Fort Lauderdale
3.7 Red Roof Inn Phoenix Xxxxxxxx
3.8 Red Roof Inn Wilmington
3.9 Red Roof Inn Tampa Xxxxxxx
3.10 Red Roof Inn Atlanta Druid Hills
3.11 Red Roof Inn BW Parkway
3.12 Red Roof Inn Tinton Falls
3.13 Red Roof Inn Baltimore North Timonium
3.14 Red Roof Inn Boston Northeast Saugus
3.15 Red Roof Inn Joliet
3.16 Red Roof Inn Chicago Northbrook
3.17 Red Roof Inn Chicago Naperville
3.18 Red Roof Inn Phoenix Airport
3.19 Red Roof Inn Louisville Airport
3.20 Red Roof Inn Phoenix Xxxx Road
3.21 Red Roof Inn Cleveland Independence
3.22 Red Roof Inn Erie
3.23 Red Roof Inn El Paso East
3.24 Red Roof Inn St Xxxxxxxxxxx
3.25 Red Roof Inn Austin Round Rock
3.26 Red Roof Inn Knoxville West
3.27 Red Roof Inn Binghamton
3.28 Red Roof Inn Xxxxxx Barre
3.29 Red Roof Inn Pittsburgh Airport
3.30 Red Roof Inn Chicago Xxxxxxx Estates
3.31 Red Roof Inn Enfield
3.32 Red Roof Inn West Springfield
3.33 Red Roof Inn Canton
3.34 Red Roof Inn Detroit Farmington Hills
3.35 Red Roof Inn Edison
3.36 Red Roof Inn Princeton North
3.37 Red Roof Inn Hickory
3.38 Red Roof Inn Asheville West
3.39 Red Roof Inn Richmond South
3.40 Red Roof Inn Columbus West
3.41 Red Roof Inn Greensboro Airport
3.42 Red Roof Inn Xxxxxxx City
3.43 Red Roof Inn Cincinnati Northeast Blue Ash
3.44 Red Roof Inn Detroit Xxxx
3.45 Red Roof Inn Detroit Madison Heights
3.46 Red Roof Inn West Monroe
3.47 Red Roof Inn Cincinnati Sharonville
3.48 Red Roof Inn Kansas City Overland Park
3.49 Red Roof Inn Greenville
3.50 Red Roof Inn New London
3.51 Red Roof Inn Nashville South
3.52 Red Roof Inn Jamestown Falconer
4 CGM 0 Xxxxxxx Xxxxxx
5 CGM 1 DLJ East Coast Portfolio
5.1 Courtyard by Marriott - Charlotte, NC
5.2 Courtyard by Marriott - Princeton, NJ
5.3 Courtyard by Marriott - Lynchburg, VA
7 CGM 1 Mall St. Xxxxxxx
8 CGM 1 Alexandria Mall
9 CGM 1 Huntsville Office Portfolio II
9.1 Perimeter Center Corporate Park
9.2 Progress Center
9.3 DRS Building
11 CGM 1 Red Beam Garage
12 CGM 1 Huntsville Office Portfolio III
12.1 Research Park Office Center
12.2 Region's Center
12.3 Colonial Center at Lakeside
13 CGM 1 Courtyard by Marriott - Lyndhurst, NJ
14 CGM 1 Huntsville Office Portfolio I
14.1 Research Place
14.2 Northrop Grumman Building
14.3 Colonial Center at Research Park
15 CGM 2 Copper Beech - Kalamazoo, MI
16 CGM 1 South Braintree
18 CGM 1 Laidley Tower
19 CGM 1 Chant Portfolio - Pool 3
19.1 6301 Jefferson
19.2 5601 Office
19.3 6401 Jefferson
21 CGM 1 Pinnacle Village Shopping Center
22 CGM 1 Century Square Shopping Center
24 CGM 0 Xxxxxxx Xxx - Xxx Xxxx, XX
25 CGM 2 Clearview Apartments
26 CGM 2 Colonial Village Apartments
27 CGM 1 Highpoint I & Coppell II
27.1 Highpoint I
27.2 Coppell II
28 CGM 1 Courtyard by Marriott - Columbus Airport, OH
30 CGM 1 Hotel Nexus - Seattle, WA
31 CGM 1 0000 Xxxx Xxxxx
32 CGM 1 Seattle Space Needle
33 CGM 1 2110 Executive Hills Court
34 CGM 2 Perry's Crossing
35 CGM 1 Verizon Wireless - Lincoln, NE
38 CGM 2 Willow Xxxx Apartments
39 CGM 1 0000 Xxxxx Xxxxxx Xxxx
40 CGM 0 Xxxxxxxxxxxx Xxxxxx Apartments
41 CGM 1 Xxxxxxxx'x Department Store
42 CGM 2 00 Xxxxx Xxxxxx - Residential
44 CGM 1 Courtyard by Marriott - Columbus Downtown, OH
45 CGM 0 Xxxxxxxx Xxxxx
47 CGM 1 Xxxxx Premiere Cinema 16
48 CGM 2 Timber Ridge Apartments
50 CGM 1 Springhill Suites - Bothell, WA
51 CGM 2 Xxxxxxx Oaks Apartments
52 CGM 1 Chant Portfolio - Pool 4
52.1 4700 Jefferson
52.2 14800, 14810, 00000 Xxxxxxx Xxxxxx
52.3 8519 Jefferson
52.4 8509 Jefferson
53 CGM 2 Wood Trail-Tyler Apartments
56 CGM 1 Comfort Inn - Towson, MD
58 CGM 1 7-Hi Retail Center
59 CGM 1 Xxxxxxxxxxx Exchange II
60 CGM 1 Sunflower Marketplace
Xxxxx Hotel Portfolio
62 CGM 1 Holiday Inn Express - Prince Frederick, MD
63 CGM 1 Travelodge - Lancaster, PA
64 CGM 2 Pebblebend Apartments
65 CGM 0 Xxx Xxxxxxx
00 XXX 0 Xxxxxxx Xxxxxxx Apartments
67 CGM 2 XxXxx Place Apartments
69 CGM 1 Highland Shopping Center
70 CGM 1 Climatic Centre
71 CGM 1 Broadmoor Shopping Center
73 CGM 1 Corporate Centre at Colorado Springs
75 CGM 1 Silver State Materials
76 CGM 0 Xxxxxxxxxx Xxxxxx - Xxx Xxxxxx, XX (LH)
77 CGM 0 Xxxxxxx Xxx & Xxxxxx - Xxxxxxxxxx, XX (LH)
79 CGM 1 0000 Xxxxxxxxxxxx Xxxxx
80 CGM 0 Xxxxxxxx Xxxxxxxxx Xxx xxx Xxxxxx - Xxxxxx, XX
81 CGM 1 Xxxxx and Xxxxx'x - Athens, GA
82 CGM 1 The Xxxxxxxx Building
83 CGM 1 Super K-Mart - Aurora, CO
84 CGM 1 Xxxxxx Plaza
85 CGM 1 0000 Xxxxxxxx Xxxxxxxxx
87 CGM 1 Carolina Commons
88 CGM 1 The Cee Sportswear Building
90 CGM 1 Delphos East Plaza
91 CGM 2 Indian Trail Apartments
93 CGM 1 00 Xxxxx Xxxxxx - Retail
95 CGM 1 Firehouse Square
96 CGM 0 Xxxxxxx Xxx & Xxxxxx - Xxxxxxxxxx, XX (XX)
97 CGM 0 Xxxxxx Xxxx
LOAN NUMBER PROPERTY ADDRESS CITY STATE ZIP CODE
-----------------------------------------------------------------------------------------------------------------
3 Various Various Various Various
3.1 000 X Xxxxxx Xxxxxxxxx Xxxxxxxxxx XX 00000
3.2 000 Xxxxxxx Xxxxx Xxxxxxxx XX 00000
3.3 0000 Xxxxxxxxx XxXxxxx Xxxx Xxxxx XX 00000
3.4 00000 Xxxxxxxxxx Xxxxx Xxxxxxxx XX 00000
3.5 0000 Xxxxxxxx Xxxx Xxx Xxxxx XX 00000
3.6 0000 Xxxxxxxxx Xxxx Xxxx Xxxxxxxxxx XX 00000
3.7 0000 Xxxx Xxxxxx Xxxxxx Xxxxxxxx XX 00000
3.8 000 Xxxxxxx Xxxxxxxxxx Xxxx Xxxxxx XX 00000
3.9 00000 Xxxxxx Xxxxxx Xxxxx XX 00000
3.10 0000 Xxxxx Xxxxx Xxxxx Xxxx XX Xxxxxxx XX 00000
3.11 0000 Xxxxxxx Xxxxx Xxxxx Xxxxxxx XX 00000
3.12 00 Xxxxxx Xxxxx Xxxxxx Xxxxx XX 00000
3.13 000 Xxxx Xxxxxxxx Xxxx Xxxxxxxx XX 00000
3.14 000 Xxxxxxxx Xxxxxx XX 00000
3.15 0000 XxXxxxxxx Xxxxxx Xxxxxx XX 00000
3.16 000 Xxxxxxxx Xxxx Xxxxxxxxx XX 00000
3.17 0000 Xxxx Xxxxx Xxxx Xxxxxxxxxx XX 00000
3.18 0000 Xxxx 00xx Xxxxxx Xxxxx XX 00000
3.19 0000 Xxxxxxx Xxxxxxx Xxxxxxxxxx XX 00000
3.20 00000 Xxxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxxx XX 00000
3.21 0000 Xxxxxx Xxxx Xxxxxxxxxxxx XX 00000
3.22 0000 Xxxxx Xxxxxxx Xxxx XX 00000
3.23 00000 Xxxxx Xxxxxxxxx Xxxxx Xx Xxxx XX 00000
3.24 00000 Xxx Xxxx Xxxx Xx Xxxxxxxxxxx XX 00000
3.25 0000 Xxxxx X-00 Xxxxx Xxxx XX 00000
3.26 000 Xxxxxxxxx Xxxxx Xxxxxxxxx XX 00000
3.27 000 Xxxxxxxx Xxxxxx Xxxxxxx Xxxx XX 00000
3.28 0000 Xxxxxxx 000 Xxxxxx Xxxxx XX 00000
3.29 0000 Xxxxxxxxxxxx Xxxx Xxxxxxxxxx XX 00000
3.30 0000 Xxxxxxx Xxxx Xxxxxxx Xxxxxxx XX 00000
3.31 0 Xxxxxx Xxxxxx Xxxxxxx XX 00000
3.32 0000 Xxxxxxxxx Xxxxxx Xxxx Xxxxxxxxxxx XX 00000
3.33 0000 Xxx Xxxxxx Xxxxx Xxxxxxxxx Xxxxx Xxxxxx XX 00000
3.34 00000 Xxxxxxxx Xxxxx Xxxxxxxxxx Xxxxx XX 00000
3.35 000 Xxx Xxxxxx Xxxx Xxxxxx XX 00000
3.36 000 Xxx Xxxx Xxxxxxxx Xxxxxxxx XX 00000
3.37 0000 Xxxxxx Xxxxx Xxxxxxxxx Xxxxxxx XX 00000
3.38 00 Xxxxxxx Xxxx Xxxxxxxxx XX 00000
3.39 0000 Xxxxxxxx Xxxx Xxxxxxxx XX 00000
3.40 0000 Xxxxxx Xxxx Xxxxxxxx XX 00000
3.41 000 Xxxxx Xxxxxxxx Xxxx Xxxxxxxxxx XX 00000
3.42 000 Xxxxxxx Xxxxx Xxxxxxx Xxxx XX 00000
3.43 0000 Xxxxxxxx Xxxx Xxxx Xxx XX 00000
3.44 0000 Xxxxxxxxx Xxxxx Xxxx XX 00000
3.45 00000 Xxxxxxx Xxxxx Xxxxxxx Xxxxxxx XX 00000
3.46 000 Xxxxxxxxxxxx Xxxxx Xxxx Xxxxxx XX 00000
3.47 0000 Xxxx Xxxxxx Xxxx Xxxxxxxxxxx XX 00000
3.48 0000 Xxxx 000xx Xxxxxx Xxxxxxxx Xxxx XX 00000
3.49 0000 Xxxxxxx Xxxx Xxxxxxxxxx XX 00000
3.50 000 Xxxxxx Xxxxxx Xxx Xxxxxx XX 00000
3.51 0000 Xxxxx Xxxxx Xxxxxxxxx XX 00000
3.52 0000 Xxxx Xxxx Xxxxxx Xxxxxxxx XX 00000
4 000 00xx Xxxxxx, XX Xxxxxxxxxx XX 00000
5 Various Various Various Various
5.1 000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxx XX 00000
5.2 0000 X.X. Xxxxx 0 Xxxxxxxxx XX 00000
5.3 0000 Xxxxxx Xxxxx Xxxxxxxxx XX 00000
7 0000 Xx. Xxxxxxx Xxxxxx Xxxxxxxxxx XX 00000
8 0000 Xxxxxxx Xxxxx Xxxxxxxxxx XX 00000
9 Various Huntsville AL Various
9.1 1500 & 0000 Xxxxxxxxx Xxxxxxx Xxxxxxxxxx XX 00000
9.2 0000 Xxx Xxxxxxx Xxxx Xxxxxxxxx Xxxxxxxxxx XX 00000
9.3 000 Xxxx Xxxxx Xxxxxxxxxx XX 00000
11 1946 & 0000 Xxxx Xxxx Xxxxxxx XX 00000
12 Various Huntsville AL Various
12.1 7037, 7047, 7057, & 0000 Xxx Xxxxxxx Xxxx Xxxxxxxxxx XX 00000
12.2 000 Xxxxxxx Xxxxxx Xxxx Xxxxxxxxxx XX 00000
12.3 000 Xxxxxxxxx Xxxxx Xxxxxxxxx Xxxxxxxxxx XX 00000
13 0 Xxxxxx Xxxxxx Xxxxxxxxx XX 00000
14 Various Huntsville AL Various
14.1 0000 Xxxxxxxx Xxxxx Xxxxxxxxxx XX 00000
14.2 000 Xxxxxxx Xxx Xxxxxxxxxx XX 00000
14.3 0000 Xxxxxxxx Xxxxx Xxxxxxxxx Xxxxxxxxxx XX 00000
15 0000 Xxxxxx Xxxxx Xxxxxxxxx Xxxxxxxxx XX 00000
16 1501, 1505, 1515 & 0000 Xxxxxxxxxx Xxxxxx Xxxxxxxxx XX 00000
18 000 Xxx Xxxxxx Xxxx Xxxxxxxxxx XX 00000
19 Xxxxxxx Xxxxxxxxxxx XX 00000
19.1 0000 Xxxxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxxxxxx XX 00000
19.2 0000 Xxxxxx Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxx XX 00000
19.3 0000 Xxxxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxxxxxx XX 00000
21 0000-0000 Xxxx 000xx Xxxxxx Xxxxxxxx Xxxx XX 00000
22 0000-0000 Xxxxxxxx Xxxx Xxxxx Xxxx Xxxxxxx XX 00000
24 000 Xxxx 00xx Xxxxxx Xxx Xxxx XX 00000
25 00000 Xxxxxxxxx Xxxx Xxxxxxx XX 00000
26 0000 Xxxx Xxxx Xxxxxx Xxxxxxxxxxxxxx XX 00000
27 Various Various TX Various
27.1 0000 Xxxxxxxxx Xxxx Xxxxxxxxx Xxxxxxxxxx XX 00000
27.2 0000 Xxxxxxxxx Xxxxx Xxxxxxx XX 00000
28 0000 Xxxxxxx Xxxxx Xxxxxxxx XX 00000
30 0000 Xxxxx Xxxxxxxxx Xxx Xxxxxxx XX 00000
31 0000 Xxxx Xxxxx Xx Xxxxxxx XX 00000
32 000 Xxxxx Xxxxxx Xxxxxxx XX 00000
33 0000 Xxxxxxxxx Xxxxx Xxxxx Xxxxxx Xxxxx XX 00000
34 0000 Xxxxxx Xxxxx Xxxx Xxxxxxxxxx XX 00000
35 0000 Xxxxxxxxxx Xxxxx Xxxxxxx XX 00000
38 0000 Xxxxxxx Xxxxxx Xxxxxxxx XX 00000
39 0000 Xxxxx Xxxxxx Xxxx Xxxxxxxx XX 00000
40 000 Xxxxxxxxxxxx Xxxxxx Xxxxxxxxxx XX 00000
41 000 Xxxxx Xxxxx Xxxxxx Xxxxxxx XX 00000
42 00 Xxxxx Xxxxxx Xxx Xxxx XX 00000
44 00 Xxxx Xxxxxx Xxxxxx Xxxxxxxx XX 00000
45 00000 Xxxx 00 Xxxx Xxxx Xxxx Xxxxxxxxxx XX 00000
47 000 Xxxxx Xxxx Xxxxxx Xxxxxxx Xxxxx XX 00000
48 0000 Xxxxxxx Xxxxx Xxxxx Xxxxxxx XX 00000
50 0000 Xxxxx Xxxxx Xxxxxxx Xxxxxxx XX 00000
51 000 Xxxxxxx Xxxx Xxxxxx Xxxxxxxxx XX 00000
52 Various Albuquerque NM Various
52.1 0000 Xxxxxxxxx Xxxxxx Xxxxxxxxxxx XX 00000
52.2 14800, 14810, 00000 Xxxxxxx Xxxxxx Xxxxxxxxxxx XX 00000
52.3 0000 Xxxxxxxxx Xxxxxx Xxxxxxxxxxx XX 00000
52.4 0000 Xxxxxxxxx Xxxxxx Xxxxxxxxxxx XX 00000
53 0000 Xxxxxx Xxxx Xxxxx XX 00000
56 0000 Xxxx Xxxxx Xxxxxxxxx Xxxxxx XX 00000
58 4754 & 0000 Xxxxxx Xxxx 000 and 17730, 17790 & 00000 Xxxxxxx 0 Xxxxxxxxxx XX 00000
59 000 Xxxx Xxxxxxxxxxx Xxxx Xxxxxxxx XX 00000
60 285, 311, 313, 343, and 000 Xxxx Xxxx Xxxxxx Xxxxxx XX 00000
62 000 Xxxxxxxx Xxxxx Xxxxxx Xxxxxxxxx XX 00000
63 0000 Xxxxxxxx Xxxxxx Xxxxxxxxx XX 00000
64 0000 Xxxxxx Xxxxx Xxxxxx XX 00000
65 000 Xxxx Xxxxxx Xxxxx Xxxxxxx Xxxxx XX 00000
66 0000 Xxxxx 00xx Xxxxxx Xxxxxx XX 00000
67 000-000 XxXxx Xxxxx Xxxxxxxxxx XX 00000
69 00000 Xxxxxxxxx Xxxx Xxxxxxxx XX 00000
70 0000 Xxxxxxxx Xxxxx Xxxxx Xxxxxxxx XX 00000
71 0000 Xxxxx Xxxxxx Xxxxxx Xxxxx XX 00000
73 0000 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxxx XX 00000
75 0000 Xxxxx Xxxx Xxx Xxxxx XX 00000
76 0000 Xxxxxxx Xxxx Xxx Xxxxxx XX 00000
77 000 Xxxxx Xxxxx Xxxxxxxxxx XX 00000
79 0000 Xxxxxxxxxxxx Xxxxx Xxxxxxxxx XX 00000
80 000 Xxxxx Xxxx Xxxxxx Xxxxxx XX 00000
81 00 Xxxxxxxxxx Xxxx Xxxxxx XX 00000
82 00 Xxxxx Xxxxxx Xxxxxxxxx Xxxxx Xxxxxx XX 00000
83 00000 Xxxx Xxxxxx Xxxxxx Xxxxxx XX 00000
84 0000 Xxxx Xxxx Xxxxxxxxxxxx XX 00000
85 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxx XX 00000
87 0000 Xxxxx Xxxxxxx Xxxx Xxxxxxxx XX 00000
88 0000 Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx Xxxx XX 00000
90 0000 Xxxxx Xxxxxx Xxxxxxx XX 00000
91 0000 Xxxxxxx Xxxxxx Xxxxxxxx XX 00000
93 00 Xxxxx Xxxxxx, 000 Xxxx 00xx Xxxxxx Xxx Xxxx XX 00000
95 0000 Xxxx Xxxxxxxx Xxxxxx Xxxx Xxxxx XX 00000
96 000 Xxxxx Xxxxx Xxxxxxxxxx XX 00000
97 0000 Xxxxxx Xxxx Xxxxx XX 00000
CROSS
CUT-OFF DATE COLLATERALIZED MASTER
PRINCIPAL (MORTGAGE LOAN MORTGAGE SERVICING FEE ARD LOAN
LOAN NUMBER COUNTY BALANCE GROUP) RATE RATE (YES/NO)? ARD
---------------------------------------------------------------------------------------------------------------
3 Various 68,428,702.23 No 6.7450% 0.0500% No
3.1 District of Columbia
3.2 Nassau
3.3 Miami-Dade
3.4 Prince Xxxxxxx
3.5 Washtenaw
3.6 Broward
3.7 Maricopa
3.8 New Castle
3.9 Hillsborough
3.10 DeKalb
3.11 Xxxx Arundel
3.12 Monmouth
3.13 Baltimore
3.14 Essex
3.15 Will
3.16 Xxxx
3.17 DuPage
3.18 Maricopa
3.19 Jefferson
3.20 Maricopa
3.21 Cuyahoga
3.22 Erie
3.23 El Paso
3.24 Belmont
3.25 Xxxxxxxxxx
3.26 Xxxx
3.27 Xxxxxx
3.28 Luzerne
3.29 Allegheny
3.30 Xxxx
3.31 Hartford
3.32 Hampden
3.33 Xxxxx
3.34 Oakland
3.35 Xxxxxxxxx
0.00 Xxxxxxxxx
3.37 Catawba
3.38 Buncombe
3.39 Richmond City
3.40 Franklin
3.41 Guilford
3.42 Washington
3.43 Xxxxxxxx
3.44 Oakland
3.45 Oakland
3.46 Ouachita
3.47 Xxxxxxxx
3.48 Xxxxxxx
3.49 Greenville
3.50 New London
3.51 Davidson
3.52 Xxxxxxxxxx
0 Xxxxxxxx xx Xxxxxxxx 60,000,000.00 No 6.0152% 0.0500% No
5 Various 51,400,000.00 No 6.5520% 0.1000% No
5.1 Mecklenburg
5.2 Xxxxxx
5.3 Lynchburg City
7 Caddo 49,000,000.00 No 6.3020% 0.1000% No
8 Rapides 47,500,000.00 No 6.1650% 0.1000% No
9 Madison 40,900,000.00 No 6.4700% 0.1000% No
9.1 Madison
9.2 Madison
9.3 Madison
11 Kent 35,362,450.61 No 6.4750% 0.1000% No
12 Madison 34,390,000.00 No 6.4700% 0.1000% No
12.1 Madison
12.2 Madison
12.3 Madison
13 Bergen 34,350,000.00 No 5.9160% 0.1000% No
14 Madison 32,250,000.00 No 6.4700% 0.1000% No
14.1 Madison
14.2 Madison
14.3 Madison
15 Kalamazoo 30,450,000.00 No 5.8050% 0.1000% No
16 Norfolk 28,425,000.00 No 6.2270% 0.1000% No
18 Kanawha 25,000,000.00 No 5.8800% 0.1400% No
19 Bernalillo 22,800,000.00 No 5.8060% 0.1200% No
19.1 Bernalillo
19.2 Bernalillo
19.3 Bernalillo
21 Xxxxxxx 21,100,000.00 No 5.9200% 0.1000% No
22 Allegheny 20,215,122.20 No 6.9730% 0.1000% Yes 10/06/37
24 New York 18,724,942.03 No 5.9900% 0.1000% Xx
00 Xxxxxx 17,500,000.00 No 5.6320% 0.1000% No
26 Xxxxxx 16,800,000.00 No 6.5375% 0.1000% No
27 Various 15,750,000.00 No 6.0310% 0.1000% Xx
00.0 Xxxxxx
00.0 Xxxxxx
00 Xxxxxxxx 15,378,000.00 No 5.9160% 0.1000% No
30 King 14,841,066.96 No 5.8300% 0.0700% No
31 Los Angeles 14,700,000.00 No 6.1420% 0.1000% No
32 King 14,500,000.00 No 5.6950% 0.0600% No
33 Oakland 14,444,000.00 No 6.3250% 0.1000% No
34 Wood 14,000,000.00 No 5.7160% 0.1000% No
35 Lancaster 14,000,000.00 No 6.1700% 0.1000% No
38 Potter 12,900,000.00 No 5.5300% 0.1000% No
39 Henrico 12,726,000.00 No 6.1370% 0.1000% No
40 Jefferson 12,500,000.00 No 6.2300% 0.1000% No
41 Xxxx 12,000,000.00 No 5.6025% 0.1000% Yes 11/06/37
42 New York 11,952,720.72 No 6.7890% 0.1000% No
44 Franklin 11,202,000.00 No 5.9160% 0.1000% No
45 Oakland 11,122,533.87 No 6.3900% 0.1000% No
47 Brazos 10,085,000.00 No 5.8950% 0.0800% No
48 Xxxxxx 9,695,000.00 No 6.2600% 0.1000% No
50 Snohomish 9,575,000.00 No 6.4300% 0.1000% No
51 Fayette 9,375,000.00 No 5.6350% 0.1000% No
52 Bernalillo 9,090,000.00 No 5.8060% 0.1200% No
52.1 Bernalillo
52.2 Bernalillo
52.3 Bernalillo
52.4 Bernalillo
53 Xxxxx 8,119,000.00 No 6.2600% 0.1000% No
56 Baltimore 7,966,287.51 No 6.3630% 0.1000% No
58 Hennepin 7,715,000.00 No 6.3300% 0.0800% No
59 DuPage 7,625,000.00 No 5.6900% 0.1000% No
60 Fresno 7,500,000.00 No 6.2990% 0.0700% No
62 Xxxxxxx 5,351,580.33 Yes (C1) 6.1800% 0.0900% No
63 Lancaster 1,820,535.84 Yes (C1) 6.2800% 0.0900% No
64 Ector 7,000,000.00 No 5.5300% 0.1000% No
65 Collin 6,917,000.00 No 6.3300% 0.0600% No
66 Orange 6,815,000.00 No 6.2600% 0.1000% No
67 Allegheny 6,700,000.00 No 6.0370% 0.1000% No
69 San Bernardino 6,429,083.09 No 6.5500% 0.1000% No
70 Richland 6,400,000.00 No 6.3260% 0.1000% No
71 Lea 5,582,388.82 No 5.9100% 0.1000% No
73 El Paso 5,320,000.00 No 5.6630% 0.1000% No
75 Xxxxxx 5,274,446.16 No 6.6120% 0.1000% No
76 Xxxx Xxx 5,200,000.00 No 6.2000% 0.1000% No
77 Eagle 5,000,000.00 No 6.2000% 0.1000% No
79 Alameda 4,978,455.70 No 6.3900% 0.1000% No
80 Yakima 4,893,532.27 No 6.1420% 0.1000% No
81 Xxxxxx 4,853,157.88 No 5.8900% 0.1000% No
82 Kent 4,660,000.00 No 6.4100% 0.1000% No
83 Arapahoe 4,432,000.00 No 6.6995% 0.1000% No
84 Xxxxx 4,420,000.00 No 5.9100% 0.1000% No
85 Alameda 4,400,000.00 No 6.4630% 0.1000% No
87 Brunswick 4,000,000.00 No 6.9045% 0.1000% No
88 Los Angeles 3,974,247.43 No 6.7800% 0.1100% No
90 Xxxxx 3,738,777.96 No 6.8925% 0.1000% No
91 Xxxxxxx 3,600,000.00 No 5.5300% 0.1000% No
93 New York 3,500,000.00 No 6.3075% 0.1000% No
95 Milwaukee 3,050,000.00 No 6.5775% 0.1000% Yes 09/06/32
96 Eagle 2,875,000.00 No 6.2375% 0.1000% No
97 Genesee 2,374,758.96 No 6.5600% 0.1000% No
INTEREST
RESERVE
MORTGAGE LOAN
LOAN NUMBER ADDITIONAL INTEREST RATE AFTER ARD (YES/NO)? LOAN TYPE
-----------------------------------------------------------------------------------------------------------------------------
3 No Balloon
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11
3.12
3.13
3.14
3.15
3.16
3.17
3.18
3.19
3.20
3.21
3.22
3.23
3.24
3.25
3.26
3.27
3.28
3.29
3.30
3.31
3.32
3.33
3.34
3.35
3.36
3.37
3.38
3.39
3.40
3.41
3.42
3.43
3.44
3.45
3.46
3.47
3.48
3.49
3.50
3.51
3.52
4 No Interest Only
5 No Interest Only
5.1
5.2
5.3
7 No Interest Only
8 No Interest Only
9 No Partial IO/Balloon
9.1
9.2
9.3
11 No Balloon
12 No Partial IO/Balloon
12.1
12.2
12.3
13 No Partial IO/Balloon
14 No Partial IO/Balloon
14.1
14.2
14.3
15 No Partial IO/Balloon
16 No Partial IO/Balloon
18 No Partial IO/Balloon
19 No Partial IO/Balloon
19.1
19.2
19.3
21 No Partial IO/Balloon
22 Greater of (i) 2% plus initial interest rate or (ii) 3% plus annualized yield No ARD
24 No Balloon
25 No Partial IO/Balloon
26 No Partial IO/Balloon
27 No Partial IO/Balloon
27.1
27.2
28 No Partial IO/Balloon
30 No Balloon
31 No Interest Only
32 No Partial IO/Balloon
33 No Partial IO/Balloon
34 No Partial IO/Balloon
35 No Interest Only
38 No Partial IO/Balloon
39 No Partial IO/Balloon
40 No Partial IO/Balloon
41 Greater of (i) 2% plus initial interest rate or (ii) 3% plus annualized yield No Partial IO/ARD
42 No Balloon
44 No Partial IO/Balloon
45 No Balloon
47 No Partial IO/Balloon
48 No Partial IO/Balloon
50 No Partial IO/Balloon
51 No Partial IO/Balloon
52 No Partial IO/Balloon
52.1
52.2
52.3
52.4
53 No Partial IO/Balloon
56 No Balloon
58 No Interest Only
59 No Partial IO/Balloon
60 No Interest Only
62 No Balloon
63 No Balloon
64 No Partial IO/Balloon
65 No Partial IO/Balloon
66 No Partial IO/Balloon
67 No Partial IO/Balloon
69 No Balloon
70 No Partial IO/Balloon
71 No Balloon
73 No Partial IO/Balloon
75 No Balloon
76 No Partial IO/Balloon
77 No Partial IO/Balloon
79 No Balloon
80 No Balloon
81 No Balloon
82 No Partial IO/Balloon
83 No Partial IO/Balloon
84 No Partial IO/Balloon
85 No Interest Only
87 No Interest Only
88 No Balloon
90 No Balloon
91 No Partial IO/Balloon
93 No Interest Only
95 Greater of (i) 2% plus initial interest rate or (ii) 3% plus annualized yield No Partial IO/ARD
96 No Interest Only
97 No Balloon
ORIGINAL TERM REMAINING TERM STATED ORIGINAL
PERIODIC PAYMENT ON FIRST DUE TO MATURITY / TO MATURITY / AMORTIZATION TERM
LOAN NUMBER GRACE PERIOD STATED MATURITY DATE DATE AFTER CLOSING ARD (MONTHS) ARD (MONTHS) (MONTHS)
--------------------------------------------------------------------------------------------------------------------------------
3 0 10/01/17 445,682.72 120 114 360
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11
3.12
3.13
3.14
3.15
3.16
3.17
3.18
3.19
3.20
3.21
3.22
3.23
3.24
3.25
3.26
3.27
3.28
3.29
3.30
3.31
3.32
3.33
3.34
3.35
3.36
3.37
3.38
3.39
3.40
3.41
3.42
3.43
3.44
3.45
3.46
3.47
3.48
3.49
3.50
3.51
3.52
4 0 07/06/17 300,760.00 120 111 Interest Only
5 0 07/06/12 280,644.00 60 51 Interest Only
5.1
5.2
5.3
7 2 (Note 3) 07/06/14 257,331.67 84 75 Interest Only
8 0 07/06/17 244,031.25 120 111 Interest Only
9 0 12/06/17 220,519.17 120 116 360
9.1
9.2
9.3
11 0 08/06/17 224,431.23 120 112 360
12 0 12/06/17 185,419.42 120 116 360
12.1
12.2
12.3
13 0 09/06/17 169,345.50 120 113 360
14 0 12/06/17 173,881.25 120 116 360
14.1
14.2
14.3
15 0 10/06/17 147,301.88 120 114 360
16 0 08/06/17 147,502.06 120 112 360
18 0 05/06/17 122,500.00 120 109 360
19 0 06/06/17 110,314.00 120 110 360
19.1
19.2
19.3
21 0 09/06/17 104,093.33 120 113 360
22 0 10/06/12 134,721.68 60 54 360
24 0 01/06/12 113,792.47 60 45 360
25 0 05/06/17 82,133.33 120 109 360
26 0 10/06/17 91,525.00 120 114 360
27 0 09/06/16 79,156.88 120 101 360
27.1
27.2
28 0 09/06/17 75,813.54 120 113 360
30 0 05/06/17 88,299.73 120 109 360
31 0 08/06/17 75,239.50 120 112 Interest Only
32 0 05/06/17 68,814.58 120 109 360
33 0 08/06/17 76,131.92 120 112 360
34 0 07/06/17 66,686.67 120 111 360
35 0 12/06/17 71,983.33 120 116 Interest Only
38 0 04/06/17 59,447.50 120 108 360
39 0 11/06/14 65,082.89 84 79 324
40 0 09/06/17 64,895.83 120 113 420
41 0 11/06/17 56,025.00 120 115 360
42 0 11/06/17 78,143.12 120 115 360
44 0 09/06/17 55,225.86 120 113 360
45 0 09/06/17 69,920.86 120 113 360
47 0 05/06/17 49,542.56 120 109 360
48 0 09/06/17 50,575.58 120 113 360
50 0 09/06/17 51,306.04 120 113 360
51 0 05/06/17 44,023.44 120 109 360
52 0 06/06/17 43,980.45 120 110 360
52.1
52.2
52.3
52.4
53 0 09/06/17 42,354.12 120 113 360
56 0 08/06/17 53,667.07 120 112 300
58 0 09/06/17 40,696.63 120 113 Interest Only
59 0 05/06/17 36,155.21 120 109 360
60 0 09/06/17 39,368.75 120 113 Interest Only
62 0 06/06/14 33,003.28 84 74 360
63 0 06/06/14 12,205.14 84 74 300
64 0 04/06/17 32,258.33 120 108 360
65 0 07/06/12 36,487.18 60 51 360
66 0 09/06/17 35,551.58 120 113 360
67 0 03/06/14 33,706.58 84 71 360
69 0 12/06/17 40,980.71 120 116 360
70 0 10/06/17 33,738.67 120 114 360
71 0 08/06/17 33,399.93 120 112 360
73 0 06/06/17 25,105.97 120 110 360
75 0 10/06/17 33,890.94 120 114 360
76 0 09/06/17 26,866.67 120 113 360
77 0 07/06/17 25,833.33 120 111 360
79 0 11/06/17 31,242.56 120 115 360
80 0 08/06/17 30,003.33 120 112 360
81 0 06/06/17 29,032.34 120 110 360
82 0 11/06/17 24,892.17 120 115 360
83 0 10/06/17 24,743.49 120 114 360
84 0 11/06/17 21,768.50 120 115 360
85 0 09/06/17 23,697.67 120 113 Interest Only
87 0 10/06/17 23,015.00 120 114 Interest Only
88 0 11/06/17 25,958.68 120 115 360
90 0 09/06/17 24,737.92 120 113 360
91 0 04/06/17 16,590.00 120 108 360
93 0 11/06/17 18,396.88 120 115 Interest Only
95 0 09/06/17 16,717.81 120 113 300
96 0 07/06/17 14,944.01 120 111 Interest Only
97 0 08/06/17 15,203.40 120 112 360
STATED REMAINING
AMORTIZATION TERM DEFEASANCE LOAN PROPERTY PROPERTY SIZE LOCKBOX
LOAN NUMBER (MONTHS) (YES/NO)? BORROWER'S INTEREST SIZE TYPE (YES/NO)?
-------------------------------------------------------------------------------------------------------------------------
3 354 Yes (Note 5) Fee Simple and Leasehold 6,030 Rooms Yes
3.1 Fee Simple 196 Rooms
3.2 Leasehold 163 Rooms
3.3 Fee Simple 200 Rooms
3.4 Fee Simple 119 Rooms
3.5 Fee Simple 108 Rooms
3.6 Fee Simple 104 Rooms
3.7 Fee Simple 131 Rooms
3.8 Fee Simple 119 Rooms
3.9 Fee Simple 120 Rooms
3.10 Fee Simple 115 Rooms
3.11 Fee Simple 108 Rooms
3.12 Fee Simple 119 Rooms
3.13 Fee Simple 137 Rooms
3.14 Leasehold 117 Rooms
3.15 Fee Simple 108 Rooms
3.16 Fee Simple 117 Rooms
3.17 Fee Simple 119 Rooms
3.18 Fee Simple 125 Rooms
3.19 Fee Simple 109 Rooms
3.20 Fee Simple 125 Rooms
3.21 Fee Simple 108 Rooms
3.22 Fee Simple 110 Rooms
3.23 Fee Simple 122 Rooms
3.24 Fee Simple 108 Rooms
3.25 Fee Simple 107 Rooms
3.26 Fee Simple 114 Rooms
3.27 Fee Simple 107 Rooms
3.28 Fee Simple 115 Rooms
3.29 Fee Simple 120 Rooms
3.30 Fee Simple 119 Rooms
3.31 Fee Simple 108 Rooms
3.32 Fee Simple 111 Rooms
3.33 Fee Simple 108 Rooms
3.34 Fee Simple 108 Rooms
3.35 Leasehold 133 Rooms
3.36 Fee Simple 119 Rooms
3.37 Fee Simple 108 Rooms
3.38 Fee Simple 109 Rooms
3.39 Fee Simple 114 Rooms
3.40 Fee Simple 79 Rooms
3.41 Fee Simple 112 Rooms
3.42 Fee Simple 115 Rooms
3.43 Fee Simple 108 Rooms
3.44 Fee Simple 109 Rooms
3.45 Fee Simple 108 Rooms
3.46 Fee Simple 97 Rooms
3.47 Fee Simple 108 Rooms
3.48 Fee Simple 106 Rooms
3.49 Leasehold 108 Rooms
3.50 Fee Simple 108 Rooms
3.51 Fee Simple 85 Rooms
3.52 Fee Simple 80 Rooms
4 Interest Only Yes Fee Simple 405,978 SF Yes
5 Interest Only No Fee Simple and Leasehold 425 Rooms No
5.1 Fee in Part, Leasehold in Part 181 Rooms
5.2 Leasehold 154 Rooms
5.3 Fee Simple 90 Rooms
7 Interest Only Yes Fee in Part, Leasehold in Part 184,801 SF Yes - Springing
8 Interest Only Yes Fee Simple 559,438 SF Yes - Springing
9 360 Yes Leasehold 672,328 SF Yes
9.1 Leasehold 234,851 SF
9.2 Leasehold 221,992 SF
9.3 Leasehold 215,485 SF
11 352 Yes Fee Simple 192,789 SF No
12 360 Yes Leasehold 513,014 SF Yes
12.1 Leasehold 236,453 SF
12.2 Leasehold 154,399 SF
12.3 Leasehold 122,162 SF
13 360 Yes Fee Simple 227 Rooms Yes - Springing
14 360 Yes Leasehold 516,583 SF Yes
14.1 Leasehold 272,558 SF
14.2 Leasehold 110,275 SF
14.3 Leasehold 133,750 SF
15 360 Yes Fee Simple 256 Units No
16 360 Yes Fee Simple 419,401 SF Yes - Springing
18 360 No Fee Simple 214,309 SF Yes - Springing
19 360 No Fee Simple and Leasehold 146,449 SF Yes - Springing
19.1 Leasehold 65,000 SF
19.2 Fee Simple 50,551 SF
19.3 Fee Simple 30,898 SF
21 360 Yes Fee Simple 126,909 SF Yes - Springing
22 354 Yes Leasehold 415,613 SF Yes - Springing
24 345 Yes Fee Simple 92 Rooms Yes - Springing
25 360 Yes Fee Simple 376 Units Yes - Springing
26 360 Yes Fee Simple 364 Units Yes - Springing
27 360 Yes Fee Simple 166,140 SF Yes - Springing
27.1 Fee Simple 77,570 SF
27.2 Fee Simple 88,570 SF
28 360 Yes Fee Simple 150 Rooms Yes - Springing
30 349 No Fee Simple 169 Rooms No
31 Interest Only Yes Fee Simple 55,000 SF Yes - Springing
32 360 No Fee Simple 35,837 SF No
33 360 Yes Fee Simple 103,822 SF Yes - Springing
34 360 Yes Fee Simple 296 Units Yes - Springing
35 Interest Only Yes Leasehold 113,056 SF Yes - Springing
38 360 No Fee Simple 360 Units No
39 324 Yes Fee Simple 142,015 SF Yes - Springing
40 420 Yes Fee Simple 294 Units Yes - Springing
41 360 Yes Fee Simple 27,385 SF Yes - Springing
42 355 Yes Fee Simple 28 Units Yes - Springing
44 360 Yes Fee Simple 149 Rooms Yes - Springing
45 353 Yes Fee Simple 78,072 SF No
47 360 Yes Fee Simple 64,175 SF No
48 360 Yes Fee Simple 224 Units No
50 360 Yes Fee Simple 84 Rooms Yes - Springing
51 360 Yes Fee Simple 192 Units Yes - Springing
52 360 No Fee Simple and Leasehold 81,929 SF Yes - Springing
52.1 Fee Simple 31,647 SF
52.2 Leasehold 28,682 SF
52.3 Fee Simple 12,000 SF
52.4 Fee Simple 9,600 SF
53 360 Yes Fee Simple 176 Units No
56 292 Yes Fee Simple 185 Rooms Yes - Springing
58 Interest Only Yes Fee Simple 36,226 SF No
59 360 Yes Fee Simple 69,313 SF No
60 Interest Only Yes Fee Simple 58,730 SF Yes - Springing
62 350 Yes Fee Simple 70 Rooms Yes - Springing
63 290 Yes Fee Simple 58 Rooms Yes - Springing
64 360 No Fee Simple 224 Units No
65 360 No Fee Simple 63,964 SF No
66 360 Yes Fee Simple 188 Units No
67 360 Yes Fee Simple 121 Units No
69 356 Yes Fee Simple 20,077 SF No
70 360 Yes Fee Simple 54,695 SF Yes - Springing
71 352 No Fee Simple 156,407 SF Yes - Springing
73 360 Yes Fee Simple 45,157 SF Yes - Springing
75 354 Yes Fee Simple 653,400 SF No
76 360 Yes Leasehold 101 Rooms Yes - Springing
77 360 Yes Leasehold 76 Rooms Yes - Springing
79 355 Yes Fee Simple 30,127 SF Yes - Springing
80 352 Yes Fee Simple 81 Rooms Yes - Springing
81 350 Yes Fee Simple 110,580 SF Yes - Springing
82 360 Yes Fee Simple 61,070 SF No
83 360 Yes Fee Simple 141,488 SF Yes - Springing
84 360 Yes Fee Simple 17,487 SF Yes - Springing
85 Interest Only Yes Fee Simple 36,111 SF No
87 Interest Only Yes Fee Simple 50,400 SF Yes - Springing
88 355 Yes Fee Simple 57,500 SF No
90 353 Yes Fee Simple 79,405 SF Yes - Springing
91 360 No Fee Simple 118 Units No
93 Interest Only Yes Fee Simple 10,434 SF No
95 300 No Fee Simple 17,265 SF Yes - Springing
96 Interest Only Yes Fee Simple 76 Rooms No
97 352 Yes Fee Simple 22,076 SF Yes - Springing
ESCROWED TI/LC
ESCROWED ANNUAL REAL ESCROWED ANNUAL ESCROWED REPLACEMENT ESCROWED REPLACEMENT RESERVES RESERVES INITIAL
LOAN NUMBER ESTATE TAXES INSURANCE RESERVES INITIAL DEPOSIT CURRENT ANNUAL DEPOSIT DEPOSIT
-----------------------------------------------------------------------------------------------------------------------------
3 Yes Yes 0 0 NAP
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11
3.12
3.13
3.14
3.15
3.16
3.17
3.18
3.19
3.20
3.21
3.22
3.23
3.24
3.25
3.26
3.27
3.28
3.29
3.30
3.31
3.32
3.33
3.34
3.35
3.36
3.37
3.38
3.39
3.40
3.41
3.42
3.43
3.44
3.45
3.46
3.47
3.48
3.49
3.50
3.51
3.52
4 Yes Yes 0 81,196 0
5 Yes No 0 4,359,526 NAP
5.1
5.2
5.3
7 No No 0 0 0
8 Yes Yes 0 0 3,600,000
9 Yes Yes 100,000 0 3,000,000
9.1
9.2
9.3
11 No No 200,000 0 0
12 Yes Yes 100,000 0 2,500,000
12.1
12.2
12.3
13 Yes Yes 0 371,608 NAP
14 Yes Yes 100,000 0 3,000,000
14.1
14.2
14.3
15 Yes Yes 0 76,800 NAP
16 Yes Yes 648,122 0 2,660,003
18 Yes No 0 44,882 0
19 Yes No 0 21,967 0
19.1
19.2
19.3
21 Yes Yes 200,000 0 500,000
22 Yes No 0 62,342 0
24 Yes Yes 0 0 NAP
25 Yes Yes 0 94,000 NAP
26 Yes Yes 327,600 0 NAP
27 Yes Yes 0 24,922 1,500,000
27.1
27.2
28 Yes Yes 0 179,923 NAP
30 Yes No 0 177,216 NAP
31 Yes Yes 0 12,100 0
32 No No 0 0 NAP
33 Yes Yes 0 15,573 0
34 Yes Yes 0 74,000 NAP
35 No No 0 0 0
38 Yes No 0 90,000 NAP
39 Yes Yes 390,000 0 1,585,000
40 Yes Yes 220,500 0 NAP
41 No No 0 4,108 0
42 Yes Yes 0 8,400 NAP
44 Yes Yes 0 186,813 NAP
45 Yes No 0 11,711 0
47 Yes Yes 0 9,626 0
48 Yes Yes 0 56,000 NAP
50 Yes Yes 0 93,412 NAP
51 Yes Yes 144,000 0 NAP
52 Yes No 0 14,619 0
52.1
52.2
52.3
52.4
53 Yes Yes 0 45,584 NAP
56 Yes Yes 0 4% of gross revenues NAP
58 Yes Yes 0 6,883 0
59 Yes Yes 0 17,909 0
60 Yes Yes 0 8,810 0
62 Yes Yes 0 74,437 NAP
63 Yes Yes 0 38,846 NAP
64 Yes No 0 56,000 NAP
65 Yes No 0 9,595 0
66 Yes Yes 0 47,000 NAP
67 Yes No 0 41,650 NAP
69 Yes No 0 3,012 0
70 Yes Yes 0 10,939 250,000
71 Yes Yes 0 34,387 0
73 Yes Yes 97,645 9,031 200,000
75 No No 0 0 0
76 Yes Yes 0 118,022 NAP
77 Yes Yes 0 90,000 NAP
79 No No 0 0 1,000,000
80 Yes Yes 0 70,681 NAP
81 Yes Yes 22,116 0 150,000
82 Yes No 0 10,434 65,000
83 No No 0 14,149 0
84 Yes Yes 0 1,752 0
85 Yes Yes 0 0 0
87 Yes Yes 0 0 0
88 Yes Yes 0 13,800 100,000
90 Yes Yes 0 30,000 75,000
91 Yes No 0 29,500 NAP
93 No No 0 0 0
95 Yes Yes 0 3,453 0
96 No No 0 0 NAP
97 Yes Yes 0 5,961 0
INITIAL
DEFERRED INITIAL
ESCROWED TI/LC RESERVES MAINTENANCE ENVIRONMENTAL ENVIRONMENTAL
LOAN NUMBER CURRENT ANNUAL DEPOSIT DEPOSIT DEPOSIT HOLDBACK AMOUNT LOC INSURANCE POLICY
--------------------------------------------------------------------------------------------------------------------------------
3 NAP 6,338,399 143,441 No
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11
3.12
3.13
3.14
3.15
3.16
3.17
3.18
3.19
3.20
3.21
3.22
3.23
3.24
3.25
3.26
3.27
3.28
3.29
3.30
3.31
3.32
3.33
3.34
3.35
3.36
3.37
3.38
3.39
3.40
3.41
3.42
3.43
3.44
3.45
3.46
3.47
3.48
3.49
3.50
3.51
3.52
4 405,978 0 0 No
5 NAP 108,750 8,000 No
5.1
5.2
5.3
7 0 0 0 No
8 0 0 0 4,000,000 No
9 0 18,475 0 No
9.1
9.2
9.3
11 0 0 0 No
12 0 208,131 0 No
12.1
12.2
12.3
13 NAP 0 0 No
14 0 12,700 0 No
14.1
14.2
14.3
15 NAP 0 0 No
16 0 36,875 0 No
18 213,723 98,601 0 No
19 127,261 5,625 0 No
19.1
19.2
19.3
21 0 0 0 No
22 207,807 649,063 6,250 No
24 NAP 16,875 0 No
25 NAP 0 0 No
26 NAP 7,500 0 No
27 132,912 8,125 0 No
27.1
27.2
28 NAP 0 0 No
30 NAP 0 0 No
31 30,000 0 0 No
32 NAP 0 0 No
33 0 12,500 0 No
34 NAP 0 0 No
35 0 0 0 No
38 NAP 0 0 No
39 0 2,500 0 No
40 NAP 0 0 No
41 0 0 0 No
42 NAP 0 0 No
44 NAP 0 0 No
45 33,333 12,375 0 27,000 No
47 0 0 0 No
48 NAP 0 0 Yes, Pollution Liability Policy/Mold
50 NAP 0 0 No
51 NAP 0 0 No
52 83,692 18,589 0 No
52.1
52.2
52.3
52.4
53 NAP 17,500 0 Yes, Pollution Liability Policy/Mold
56 NAP 150,438 0 No
58 0 0 0 No
59 75,000 12,813 0 No
60 35,524 0 0 No
62 NAP 24,708 0 No
63 NAP 20,928 0 No
64 NAP 0 0 No
65 0 0 0 No
66 NAP 15,000 0 Yes, Pollution Liability Policy/Mold
67 NAP 479,688 0 No
69 12,288 0 0 50,000 No
70 0 0 0 No
71 4,586 0 0 625,000 No
73 0 30,317 0 No
75 0 0 0 No
76 NAP 0 0 No
77 NAP 80,000 0 No
79 0 0 0 No
80 NAP 0 0 No
81 0 0 0 No
82 40,000 0 0 No
83 0 0 75,000 No
84 13,128 0 0 Yes, Pollution Liability Policy
85 0 0 0 No
87 0 0 0 No
88 17,993 0 0 No
90 19,136 1,875 0 No
91 NAP 0 0 No
93 0 0 0 No
95 0 2,519 0 No
96 NAP 0 0 No
97 22,076 16,875 0 No
