EXHIBIT 99.1
EXECUTION VERSION
MORTGAGE LOAN PURCHASE AGREEMENT
THIS MORTGAGE LOAN PURCHASE AGREEMENT (this "Agreement") is dated as of
December 15, 2004 between CITIGROUP GLOBAL MARKETS REALTY CORP. (the "Seller")
and CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. (the "Purchaser").
The Seller intends to sell and the Purchaser intends to purchase certain
multifamily and commercial mortgage loans (the "Mortgage Loans") identified on
the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit A. The
Purchaser intends to deposit the Mortgage Loans, along with certain other
mortgage loans (the "Other Mortgage Loans"), into a trust fund (the "Trust
Fund"), the beneficial ownership of which will be evidenced by multiple classes
(each, a "Class") of mortgage pass-through certificates (the "Certificates").
One or more "real estate mortgage investment conduit" ("REMIC") elections will
be made with respect to most of the Trust Fund. The Trust Fund will be created
and the Certificates will be issued pursuant to a Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of December 1, 2004,
among the Purchaser, as depositor, Midland Loan Services, Inc., as master
servicer (the "Master Servicer"), Lennar 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.
Now, therefore, in consideration of the premises and the mutual agreements
set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase.
The Seller agrees to sell, and the Purchaser agrees to purchase, the
Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan
Schedule may be amended to reflect the actual Mortgage Loans delivered to the
Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have
an aggregate principal balance of $912,156,067.26 (the "CGMRC Mortgage Loan
Balance") (subject to a variance of plus or minus 5.0%) as of the close of
business on the Cut-off Date, after giving effect to any payments due on or
before such date, whether or not such payments are received. The CGMRC Mortgage
Loan Balance, together with the aggregate principal balance of the Other
Mortgage Loans as of the Cut-off Date (after giving effect to any payments due
on or before such date whether or not such payments are received), is expected
to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of
$1,030,490,079 (subject to a variance of plus or minus 5.0%). The purchase and
sale of the Mortgage Loans shall take place on December 22, 2004 or such other
date as shall be mutually acceptable to the parties to this Agreement (the
"Closing Date"). The consideration (the "Aggregate Purchase Price") for the
Mortgage Loans shall consist of an amount equal to (i) 105.5644% of the CGMRC
Mortgage Loan Balance as of the Cut-off Date, plus (ii) $3,021,686.46, which
amount represents the amount of interest accrued on the CGMRC Mortgage Loan
Balance at, in the case of the portion thereof attributable to each Mortgage
Loan, the related Net Mortgage Rate for the period from and including the
Cut-off Date up to but not including the Closing Date.
The cash component of the Aggregate Purchase Price shall be paid to the
Seller or its designee by wire transfer in immediately available funds on the
Closing Date.
SECTION 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt by the Seller
of the Aggregate Purchase Price and satisfaction or waiver of the other
conditions to closing that are for the benefit of the Seller (which conditions
shall be deemed to have been satisfied or waived upon the Seller's receipt of
the Aggregate Purchase Price), the Seller does hereby sell, transfer, assign,
set over and otherwise convey to the Purchaser, without recourse (except as set
forth in this Agreement), all the right, title and interest of the Seller in and
to the Mortgage Loans identified on the Mortgage Loan Schedule as of such date,
on a servicing released basis, together with all of the Seller's right, title
and interest in and to the proceeds of any related title, hazard, primary
mortgage or other insurance proceeds.
(b) The Purchaser or its assignee shall be entitled to receive all
scheduled payments of principal and interest due after the Cut-off Date, and all
other recoveries of principal and interest collected after the Cut-off Date
(other than in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date). All scheduled payments of principal and interest due
on or before the Cut-off Date but collected after the Cut-off Date, and
recoveries of principal and interest collected on or before the Cut-off Date
(only in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date and principal prepayments thereon), shall belong to, and
shall be promptly remitted to, the Seller.
(c) No later than the Closing Date, the Seller shall, on behalf of the
Purchaser, deliver to the Trustee (with a copy to the Master Servicer and the
Special Servicer within ten Business Days of the Closing Date), the documents
and instruments specified below with respect to each Mortgage Loan (each a
"Mortgage File"). All Mortgage Files so delivered will be held by the Trustee in
escrow for the benefit of the Seller at all times prior to the Closing Date.
Each Mortgage File shall contain the following documents:
(i) the original executed Mortgage Note including any power of
attorney related to the execution thereof, together with any and all
intervening endorsements thereon, endorsed on its face or by allonge
attached thereto (without recourse, representation or warranty, express or
implied) to the order of Xxxxx Fargo Bank, N.A., as trustee for the
registered holders of Citigroup Commercial Mortgage Trust 2004-C2,
Commercial Mortgage Pass-Through Certificates, Series 2004-C2 or in blank
(or a lost note affidavit and indemnity with a copy of such Mortgage Note
attached thereto);
(ii) an original or 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;
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(iii) an original or copy of any related Assignment of Leases (if such
item is a document separate from the Mortgage), together with any and all
intervening assignments thereof, in each case (unless not yet returned by
the applicable recording office) with evidence of recording indicated
thereon or certified by the applicable recording office;
(iv) an original executed assignment, in recordable form (except for
any missing recording information and, if delivered in blank, the name of
the assignee), of (A) the Mortgage, (B) any related Assignment of Leases
(if such item is a document separate from the Mortgage) and (C) any other
recorded document relating to the Mortgage Loan otherwise included in the
Mortgage File, in favor of Xxxxx Fargo Bank, N.A., as trustee for the
registered holders of Citigroup Commercial Mortgage Trust 2004-C2,
Commercial Mortgage Pass-Through Certificates, Series 2004-C2, or in blank;
(v) an original assignment of all unrecorded documents relating to the
Mortgage Loan (to the extent not already assigned pursuant to clause (iv)
above), in favor of Xxxxx Fargo Bank, N.A., as trustee for the registered
holders of Citigroup Commercial Mortgage Trust 2004-C2, Commercial Mortgage
Pass-Through Certificates, Series 2004-C2, or in blank;
(vi) originals or copies of any consolidation, assumption,
substitution and modification agreements in those instances where the terms
or provisions of the Mortgage or Mortgage Note have been consolidated or
modified or the Mortgage Loan has been assumed or consolidated;
(vii) the original or a copy of the policy or certificate of lender's
title insurance or, if such policy has not been issued or located, an
original or copy of an irrevocable, binding commitment (which may be a pro
forma policy or marked version of the policy that has been executed by an
authorized representative of the title company or an agreement to provide
the same pursuant to binding escrow instructions executed by an authorized
representative of the title company) to issue such title insurance policy;
(viii) any filed copies (bearing evidence of filing) or other evidence
of filing reasonably satisfactory to the Purchaser of any prior UCC
Financing Statements in favor of the originator of such 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 prior to the Closing
Date) and, if there is an effective UCC Financing Statement and
continuation statement in favor of the Seller on record with the applicable
public office for UCC Financing Statements, an original UCC Financing
Statement assignment, in form suitable for filing in favor of Xxxxx Fargo
Bank, N.A., as trustee for the registered holders of Citigroup Commercial
Mortgage Trust 2004-C2, Commercial Mortgage Pass-Through Certificates,
Series 2004-C2, as assignee, or in blank;
(ix) an original or a copy of (A) any Ground Lease and (B) any loan
guaranty, indemnity, ground lessor estoppel or environmental insurance
policy or lease enhancement policy;
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(x) any intercreditor, co-lender or similar agreement relating to
permitted debt of the Mortgagor; and
(xi) copies of any loan agreement, escrow agreement, security
agreement or letter of credit relating to a Mortgage Loan.
(d) The Seller shall take all actions reasonably necessary to permit the
Trustee to fulfill its obligations pursuant to Section 2.01(d) of the Pooling
and Servicing Agreement, including bearing the out-of-pocket costs and expenses
of the Trustee in connection with the performance by the Trustee of its
recording, filing and delivery obligations pursuant to Section 2.01(d) of the
Pooling and Servicing Agreement.
(e) All documents and records (except draft documents, attorney-client
privileged communications and internal correspondence, credit underwriting or
due diligence analyses, credit committee briefs or memoranda or other internal
approval documents or data or internal worksheets, memoranda, communications or
evaluations and other underwriting analysis of the Seller) relating to, and
necessary for the servicing and administration of, each Mortgage Loan and in the
Seller's possession that are not required to be delivered to the Trustee shall
promptly be delivered or caused to be delivered by the Seller to the Master
Servicer or at the direction of the Master Servicer to the appropriate
sub-servicer, together with any related escrow amounts and reserve amounts.
(f) The Seller shall take such actions as are reasonably necessary to
assign or otherwise grant to the Trust Fund the benefit of any letters of credit
in the name of the Seller which secure any Mortgage Loan. Without limiting the
generality of the foregoing, if a draw upon a letter of credit is required
before its transfer to the Trust Fund can be completed, the Seller shall draw
upon such letter of credit for the benefit of the Trust pursuant to written
instructions from the Master Servicer.
SECTION 3. Representations, Warranties and Covenants of Seller.
(a) The Seller hereby represents and warrants to and covenants with the
Purchaser, as of the date hereof, that:
(i) The Seller is a corporation organized and validly existing and in
good standing under the laws of the State of New York and possesses all
requisite authority, power, licenses, permits and franchises to carry on
its business as currently conducted by it and to execute, deliver and
comply with its obligations under the terms of this Agreement;
(ii) This Agreement has been duly and validly authorized, executed and
delivered by the Seller and, assuming due authorization, execution and
delivery hereof by the Purchaser, constitutes a legal, valid and binding
obligation of the Seller, enforceable against the Seller in accordance with
its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization, receivership, moratorium and other laws
affecting the enforcement of creditors' rights in general and by general
equity principles (regardless of whether such enforcement is considered in
a proceeding in
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equity or at law), and by public policy considerations underlying the
securities laws, to the extent that such public policy considerations limit
the enforceability of the provisions of this Agreement which purport to
provide indemnification from liabilities under applicable securities laws;
(iii) The execution and delivery of this Agreement by the Seller and
the Seller's performance and compliance with the terms of this Agreement
will not (A) violate the Seller's certificate of incorporation or bylaws,
(B) violate any law or regulation or any administrative decree or order to
which it is subject or (C) constitute a material default (or an event
which, with notice or lapse of time, or both, would constitute a material
default) under, or result in the breach of, any material contract,
agreement or other instrument to which the Seller is a party or by which
the Seller is bound, which default might have consequences that would, in
the Seller's reasonable and good faith judgment, materially and adversely
affect the condition (financial or other) or operations of the Seller or
its properties or have consequences that would materially and adversely
affect its performance hereunder;
(iv) The Seller is not in default with respect to any order or decree
of any court or any order, regulation or demand of any federal, state,
municipal or other governmental agency or body, which default might have
consequences that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the condition (financial or
other) or operations of the Seller or its properties or have consequences
that would materially and adversely affect its performance hereunder;
(v) The Seller is not a party to or bound by any agreement or
instrument or subject to any certificate of incorporation, bylaws or any
other corporate restriction or any judgment, order, writ, injunction,
decree, law or regulation that would, in the Seller's reasonable and good
faith judgment, materially and adversely affect the ability of the Seller
to perform its obligations under this Agreement or that requires the
consent of any third person to the execution of this Agreement or the
performance by the Seller of its obligations under this Agreement (except
to the extent such consent has been obtained);
(vi) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Seller of, or compliance by the Seller with, this
Agreement or the consummation of the transactions contemplated by this
Agreement except as have previously been obtained, and no bulk sale law
applies to such transactions;
(vii) No litigation is pending or, to the Seller's knowledge,
threatened against the Seller that would, in the Seller's good faith and
reasonable judgment, prohibit its entering into this Agreement or
materially and adversely affect the performance by the Seller of its
obligations under this Agreement; and
(viii) Under generally accepted accounting principles ("GAAP") and for
federal income tax purposes, the Seller will report the transfer of the
Mortgage Loans to
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the Purchaser as a sale of the Mortgage Loans to the Purchaser in exchange
for consideration consisting of the Aggregate Purchase Price. The
consideration received by the Seller upon the sale of the Mortgage Loans to
the Purchaser will constitute at least reasonably equivalent value and fair
consideration for the Mortgage Loans. The Seller will be solvent at all
relevant times prior to, and will not be rendered insolvent by, the sale of
the Mortgage Loans to the Purchaser. The Seller is not selling the Mortgage
Loans to the Purchaser with any intent to hinder, delay or defraud any of
the creditors of the Seller.
(b) The Seller hereby makes, on the date hereof and on the Closing Date,
the representations and warranties contained in Schedule I and Schedule II
hereto with respect to each Mortgage Loan, for the benefit of the Purchaser and
the Trustee (for the benefit of the Certificateholders), which representations
and warranties are subject to the exceptions set forth on Schedule III.
(c) If the Seller receives written notice of a Document Defect or a Breach
pursuant to Section 2.03(a) of the Pooling and Servicing Agreement relating to a
Mortgage Loan, then the Seller shall, not later than 90 days from receipt of
such notice (or, in the case of a Document Defect or Breach relating to a
Mortgage Loan not being a "qualified mortgage" within the meaning of the REMIC
Provisions (a "Qualified Mortgage"), not later than 90 days from any party to
the Pooling and Servicing Agreement discovering such Document Defect or Breach,
provided the Seller receives such notice in a timely manner), if such Document
Defect or Breach shall materially and adversely affect the value of the
applicable Mortgage Loan or the interests of the Certificateholders therein,
cure such Document Defect or Breach, as the case may be, in all material
respects, which shall include payment of actual losses and any Additional Trust
Fund Expenses directly resulting therefrom or, if such Document Defect or Breach
(other than omissions solely due to a document not having been returned by the
related recording office) cannot be cured within such 90-day period, (i)
repurchase the affected Mortgage Loan at the applicable Purchase Price not later
than the end of such 90-day period, or (ii) substitute a Qualified Substitute
Mortgage Loan for such affected Mortgage Loan not later than the end of such
90-day period (and in no event later than the second anniversary of the Closing
Date) and pay the Master Servicer for deposit into the Certificate Account, any
Substitution Shortfall Amount in connection therewith; provided, however, that,
if Document Defect or Breach is capable of being cured but not within such
90-day period and the Seller has commenced and is diligently proceeding with the
cure of such Document Defect or Breach within such 90-day period, then unless
such Document Defect or Breach would cause the Mortgage Loan not to be a
Qualified Mortgage, such Seller shall have an additional 90 days to complete
such cure (or, failing such cure, to repurchase or substitute for the related
Mortgage Loan); and provided, further, that with respect to such additional
90-day period the Seller shall have delivered an officer's certificate to the
Trustee setting forth what actions the Seller is pursuing in connection with the
cure thereof and stating that the Seller anticipates that such Document Defect
or Breach will be cured within the additional 90-day period; and provided,
further, that no Document Defect (other than with respect to a Mortgage Note,
Mortgage, title insurance policy, Ground Lease or any letter of credit) shall be
considered to materially and adversely affect the value of the related Mortgage
Loan or the interests of the Certificateholders therein unless the document with
respect to which the Document Defect exists is required in connection with an
imminent
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enforcement of the mortgagee's rights or remedies under the related Mortgage
Loan, defending any claim asserted by any borrower or third party with respect
to the related Mortgage Loan, establishing the validity or priority of any lien
on any collateral securing the related Mortgage Loan or for any immediate
significant servicing obligations. For a period of two years from the Closing
Date, so long as there remains any Mortgage File relating to a Mortgage Loan as
to which there is an uncured Document Defect, the Seller shall provide the
officer's certificate to the Trustee described above as to the reasons such
Document Defect remains uncured and as to the actions being taken to pursue
cure. Notwithstanding the foregoing, the delivery of a commitment to issue a
policy of lender's title insurance as described in paragraph 12 of Schedule I
hereof in lieu of the delivery of the actual policy of lender's title insurance
shall not be considered a Document Defect with respect to any Mortgage Loan if
such actual policy of insurance is delivered to the Trustee or a Custodian on
its behalf not later than the 90th day following the Closing Date.
(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 all of the remaining Crossed Loan(s) in
the related Crossed Group as provided in the immediately preceding paragraph
unless such other Crossed Loans in such Crossed Group satisfy the Crossed Loan
Repurchase Criteria and satisfy all other criteria for substitution or
repurchase, as applicable, of Mortgage Loans set forth herein or in the Pooling
and Servicing Agreement. In the event that the remaining Crossed Loans satisfy
the aforementioned criteria, the Seller may elect either to repurchase or
substitute for only the affected Crossed Loan as to which the related Breach or
Document Defect exists or to repurchase or substitute for all of the Crossed
Loans in the related Crossed Group. The Seller shall be responsible for the cost
of any Appraisal required to be obtained by the Master Servicer to determine if
the Crossed Loan Repurchase Criteria have been satisfied, so long as the scope
and cost of such Appraisal has been approved by the Seller (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
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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 otherwise 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.
(e) In connection with any permitted repurchase or substitution of one or
more Mortgage Loans contemplated hereby, upon receipt of a certificate from a
Servicing Officer certifying as to the receipt of the Purchase Price or
Substitution Shortfall Amount(s), as applicable, in the Certificate Account, and
the delivery of the Mortgage File(s) and the Servicing File(s) for the related
Qualified Substitute Mortgage Loan(s) to the Custodian and the Master Servicer,
respectively, if applicable, (i) the Trustee shall execute and deliver such
endorsements and assignments as are provided to it by the Master Servicer, in
each case without recourse, representation or warranty, as shall be necessary to
vest in the Seller, the legal and beneficial ownership of each repurchased
Mortgage Loan or substituted Mortgage Loan, as applicable, (ii) the Trustee, the
Custodian, the Master Servicer and the Special Servicer shall each tender to the
Seller, upon delivery to each of them of a receipt executed by the Seller, all
portions of the Mortgage File and other documents pertaining to such Mortgage
Loan possessed by it, and (iii) the Master Servicer and the Special Servicer
shall release to the Seller any Escrow Payments and Reserve Funds held by it in
respect of such repurchased or deleted Mortgage Loans.
(f) Without limiting the remedies of the Purchaser, the Certificateholders
or the Trustee on behalf of the Certificateholders pursuant to this Agreement,
it is acknowledged that the representations and warranties are being made for
risk allocation purposes. This Section 3 provides the sole remedy available to
the Certificateholders, or the Trustee on behalf of the Certificateholders,
respecting any Document Defect in a Mortgage File or any Breach of any
representation or warranty set forth in or required to be made pursuant to this
Section 3.
SECTION 4. Representations and Warranties of the Purchaser. In order to
induce the Seller to enter into this Agreement, the Purchaser hereby represents
and warrants for the benefit of the Seller as of the date hereof that:
(a) The Purchaser is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware. The Purchaser has the
full corporate power and authority and legal right to acquire the Mortgage Loans
from the Seller and to transfer the Mortgage Loans to the Trustee.
(b) This Agreement has been duly and validly authorized, executed and
delivered by the Purchaser, all requisite action by the Purchaser's directors
and officers has been taken in connection therewith, and (assuming the due
authorization, execution and delivery hereof by the Seller) this Agreement
constitutes the valid, legal and binding agreement of the Purchaser, enforceable
against the Purchaser in accordance with its terms, except as such
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enforcement may be limited by (i) laws relating to bankruptcy, insolvency,
reorganization, receivership or moratorium, (ii) other laws relating to or
affecting the rights of creditors generally, or (iii) general equity principles
(regardless of whether such enforcement is considered in a proceeding in equity
or at law).
(c) Except as may be required under federal or state securities laws (and
which will be obtained on a timely basis), no consent, approval, authorization
or order of, registration or filing with, or notice to, any governmental
authority or court, is required, under federal or state law, for the execution,
delivery and performance by the Purchaser of or compliance by the Purchaser with
this Agreement, or the consummation by the Purchaser of any transaction
described in this Agreement.
(d) None of the acquisition of the Mortgage Loans by the Purchaser, the
transfer of the Mortgage Loans to the Trustee, and the execution, delivery or
performance of this Agreement by the Purchaser, results or will result in the
creation or imposition of any lien on any of the Purchaser's assets or property,
or conflicts or will conflict with, results or will result in a breach of, or
constitutes or will constitute a default under (i) any term or provision of the
Purchaser's articles of association or bylaws, (ii) any term or provision of any
material agreement, contract, instrument or indenture, to which the Purchaser is
a party or by which the Purchaser is bound, or (iii) any law, rule, regulation,
order, judgment, writ, injunction or decree of any court or governmental
authority having jurisdiction over the Purchaser or its assets, which default
might have consequences that would, in the Purchaser's reasonable and good faith
judgment, materially and adversely affect the condition (financial or other) or
operations of the Purchaser or its properties or have consequences that would
materially and adversely affect its performance hereunder.
(e) Under GAAP and for federal income tax purposes, the Purchaser will
report the transfer of the Mortgage Loans by the Seller to the Purchaser as a
sale of the Mortgage Loans to the Purchaser in exchange for consideration
consisting of the Aggregate Purchase Price.
(f) There is no action, suit, proceeding or investigation pending or to the
knowledge of the Purchaser, threatened against the Purchaser in any court or by
or before any other governmental agency or instrumentality which would, in the
Purchaser's reasonable and good faith judgment, materially and adversely affect
the validity of this Agreement or any action taken in connection with the
obligations of the Purchaser contemplated herein, or which would be likely to
impair materially the ability of the Purchaser to enter into and/or perform
under the terms of this Agreement.
(g) The Purchaser is not in default with respect to any order or decree of
any court or any order, regulation or demand of any federal, state, municipal or
governmental agency, which default might have consequences that would materially
and adversely affect the condition (financial or other) or operations of the
Purchaser or its properties or might have consequences that would materially and
adversely affect its performance hereunder.
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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 Sidley Xxxxxx Xxxxx & Xxxx LLP, New
York, New York on the Closing Date.
The Closing shall be subject to each of the following conditions:
(a) All of the representations and warranties of the Seller set forth in or
made pursuant to Section 3(a) and Section 3(b) of this Agreement and all of the
representations and warranties of the Purchaser set forth in Section 4 of this
Agreement shall be true and correct in all material respects as of the Closing
Date;
(b) The Pooling and Servicing Agreement (to the extent it affects the
obligations of the Seller hereunder) and all documents specified in Section 6 of
this Agreement (the "Closing Documents"), in such forms as are agreed upon and
acceptable to the Purchaser, the Seller, the Underwriters, the Initial
Purchasers and their respective counsel in their reasonable discretion, shall be
duly executed and delivered by all signatories as required pursuant to the
respective terms thereof;
(c) The Seller shall have delivered and released to the Trustee (or a
Custodian on its behalf) and the Master Servicer, respectively, all documents
represented to have been or required to be delivered to the Trustee and the
Master Servicer pursuant to Section 2 of this Agreement;
(d) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with in all
material respects and the Seller and the Purchaser shall each have the ability
to comply with all terms and conditions and perform all duties and obligations
required to be complied with or performed after the Closing Date;
(e) The Seller shall have paid all fees and expenses payable by it to the
Purchaser or otherwise pursuant to this Agreement as of the Closing Date; and
(f) A letter from the independent accounting firm of Ernst & Young LLP in
form satisfactory to the Purchaser, relating to certain information regarding
the Mortgage Loans and Certificates as set forth in the Prospectus and
Prospectus Supplement, respectively.
Both parties agree to use their best efforts to perform their respective
obligations hereunder in a manner that will enable the Purchaser to purchase the
Mortgage Loans on the Closing Date.
SECTION 6. Closing Documents. The Closing Documents shall consist of the
following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) A certificate of the Seller, executed by a duly authorized officer of
the Seller and dated the Closing Date, and upon which the Purchaser, the
Underwriters and the
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Initial Purchasers may rely, to the effect that: (i) the representations and
warranties of the Seller in this Agreement are true and correct in all material
respects at and as of the Closing Date with the same effect as if made on such
date; and (ii) the Seller has, in all material respects, complied with all the
agreements and satisfied all the conditions on its part that are required under
this Agreement to be performed or satisfied at or prior to the Closing Date;
(c) An officer's certificate from an officer of the Seller (signed in
his/her capacity as an officer), dated the Closing Date, and upon which the
Purchaser may rely, to the effect that each individual who, as an officer or
representative of the Seller, signed this Agreement or any other document or
certificate delivered on or before the Closing Date in connection with the
transactions contemplated herein, was at the respective times of such signing
and delivery, and is as of the Closing Date, duly elected or appointed,
qualified and acting as such officer or representative, and the signatures of
such persons appearing on such documents and certificates are their genuine
signatures;
(d) An officer's certificate from an officer of the Seller (signed in
his/her capacity as an officer), dated the Closing Date, and upon which the
Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect
that (i) such officer has carefully examined the Specified Portions (as defined
below) of the Prospectus Supplement and nothing has come to his attention that
would lead him to believe that the Specified Portions of the Prospectus
Supplement, as of the date of the Prospectus Supplement or as of the Closing
Date, included or include any untrue statement of a material fact relating to
the Mortgage Loans or the Seller or omitted or omit to state therein a material
fact necessary in order to make the statements therein relating to the Mortgage
Loans or the Seller, in light of the circumstances under which they were made,
not misleading, and (ii) such officer has examined the Specified Portions of the
Memorandum and nothing has come to his attention that would lead him to believe
that the Specified Portions of the Memorandum, as of the date thereof or as of
the Closing Date, included or include any untrue statement of a material fact
relating to the Mortgage Loans or omitted or omit to state therein a material
fact necessary in order to make the statements therein related to the Mortgage
Loans or the Seller, in the light of the circumstances under which they were
made, not misleading. The "Specified Portions" of the Prospectus Supplement
shall consist of Annexes X-0, X-0, X-0, X-0, X-0 and B thereto (insofar as the
information contained in such annexes relates to the Mortgage Loans), the
diskette which accompanies the Prospectus Supplement (insofar as such diskette
is consistent with such Annexes X-0, X-0, X-0, X-0, X-0 and B) and the following
sections of the Prospectus Supplement (to the extent they relate to the Seller
or the Mortgage Loans and exclusive of any statements in such sections that
purport to summarize the servicing and administration provisions of the Pooling
and Servicing Agreement: "Summary of Prospectus Supplement--Relevant Parties--
Mortgage Loan Sellers," "Summary of Prospectus Supplement--The Underlying
Mortgage Loans and the Mortgaged Real Properties," "Risk Factors--Risks Related
to the Underlying Mortgage Loans," and "Description of the Mortgage Pool." The
"Specified Portions" of the Memorandum shall consist of the Specified Portions
of the Prospectus Supplement and "Summary of the Offering Memorandum--Relevant
Parties--Mortgage Loan Sellers".
11
(e) The certificate of incorporation and by-laws of the Seller, and a
certificate of good standing of the Seller issued by the State of New York not
earlier than sixty (60) days prior to the Closing Date;
(f) A written opinion of counsel for the Seller (which opinion may be from
in-house counsel, outside counsel or a combination thereof), relating to certain
corporate and enforceability matters and reasonably satisfactory to the
Purchaser, its counsel and the Rating Agencies, dated the Closing Date and
addressed to the Purchaser, the Trustee, the Underwriters , the Initial
Purchasers and each of the Rating Agencies, together with such other written
opinions as may be required by the Rating Agencies; and
(g) Such further certificates, opinions and documents as the Purchaser may
reasonably request prior to the sale of the Mortgage Loans by the Seller to the
Purchaser.
SECTION 7. Indemnification.
(a) The Seller shall indemnify and hold harmless the Purchaser, the
Underwriters, the Initial Purchasers, their respective officers and directors,
and each person, if any, who controls the Purchaser or any Underwriter or
Initial Purchaser within the meaning of either Section 15 of the Securities Act
of 1933, as amended (the "1933 Act") or Section 20 of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), against any and all losses, expenses
(including the reasonable fees and expenses of legal counsel), claims, damages
or liabilities, joint or several, to which they or any of them may become
subject under the 1933 Act, the 1934 Act or other federal or state statutory law
or regulation, at common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) (i) arise out of or are
based upon any untrue statement or alleged untrue statement of a material fact
contained in (A) the Prospectus Supplement, the Preliminary Prospectus
Supplement, the Memorandum, the Diskette or, insofar as they are required to be
filed as part of the Registration Statement pursuant to the No-Action Letters,
any Computational Materials or ABS Term Sheets with respect to the Registered
Certificates, or in any revision or amendment of or supplement to any of the
foregoing, (B) any items similar to Computational Materials or ABS Term Sheets
forwarded by the Seller to the Initial Purchasers, or in any revision or
amendment of or supplement to any of the foregoing or (C) the summaries,
reports, documents and other written and computer materials and all other
information regarding the Mortgage Loans or the Seller furnished by the Seller
for review by prospective investors (the items in (A), (B) and (C) above being
defined as the "Disclosure Material"), or (ii) arise out of or are based upon
the omission or alleged omission to state in the Disclosure Material (in the
case of Computational Materials and ABS Term Sheets, when read in conjunction
with the Prospectus Supplement, in the case of items similar to Computational
Materials and ABS Term Sheets, when read in conjunction with the Memorandum, and
in the case of any summaries, reports, documents, written or computer materials,
or other information contemplated in clause (C) above, when read in conjunction
with the Memorandum) a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading; but, with respect to the Disclosure Material
described in clauses (A) and (B) of the definition thereof, only if and to the
extent that (1) any such untrue statement or alleged untrue statement or
omission or alleged omission occurring in, or with respect to, such Disclosure
12
Material, arises out of or is based upon an untrue statement or omission with
respect to the Mortgage Loans, the related Mortgagors and/or the related
Mortgaged Properties contained in the Data File (it being herein acknowledged
that the Data File was and will be used to prepare the Prospectus Supplement and
the Preliminary Prospectus Supplement, including without limitation Annexes X-0,
X-0, X-0, X-0, X-0 and B thereto, the Memorandum, the Diskette, any
Computational Materials and ABS Term Sheets with respect to the Registered
Certificates and any items similar to Computational Materials and ABS Term
Sheets forwarded to prospective investors in the Non-Registered Certificates),
(2) any such untrue statement or alleged untrue statement or omission or alleged
omission of a material fact occurring in, or with respect to, such Disclosure
Material, is with respect to, or arises out of or is based upon an untrue
statement or omission of a material fact with respect to, the information
regarding the Mortgage Loans, the related Mortgagors, the related Mortgaged
Properties and/or the Seller set forth in the Specified Portions (which shall
include all statements in the sections constituting the Specified Portions that
purport to summarize the terms of any intercreditor, co-lender or similar
agreement relating to a Mortgage Loan, including, without limitation, those
terms thereof that address servicing and administration) of each of the
Prospectus Supplement, the Preliminary Prospectus Supplement and the Memorandum,
or (3) any such untrue statement or alleged untrue statement or omission or
alleged omission occurring in, or with respect to, such Disclosure Material,
arises out of or is based upon any other written information concerning the
characteristics of the Mortgage Loans, the related Mortgagors or the related
Mortgaged Properties furnished to the Purchaser, the Underwriters and/or the
Initial Purchasers by the Seller; provided that the indemnification provided by
this Section 7 shall not apply to the extent that such untrue statement or
omission of a material fact was made as a result of an error in the manipulation
of, or in any calculations based upon, or in any aggregation of the information
regarding the Mortgage Loans, the related Mortgagors and/or the related
Mortgaged Properties set forth in the Data File or Annexes X-0, X-0, X-0, X-0,
X-0 and B to the Prospectus Supplement or the Preliminary Prospectus Supplement
to the extent such information was not materially incorrect in the Data File or
such Annexes X-0, X-0, X-0, X-0, X-0 and B, as applicable, including without
limitation the aggregation of such information with comparable information
relating to the Other Mortgage Loans. Notwithstanding the foregoing, the
indemnification provided in this Section 7(a) shall not inure to the benefit of
any Underwriter or Initial Purchaser (or to the benefit of any person
controlling such Underwriter or Initial Purchaser) from whom the person
asserting claims giving rise to any such losses, claims, damages, expenses or
liabilities purchased Certificates if (x) the subject untrue statement or
omission or alleged untrue statement or omission made in any Disclosure Material
(exclusive of the Prospectus or any corrected or amended Prospectus or the
Memorandum or any corrected or amended Memorandum) is eliminated or remedied in
the Prospectus or the Memorandum (in either case, as corrected or amended, if
applicable), as applicable, and (y) a copy of the Prospectus or Memorandum (in
either case, as corrected or amended, if applicable), as applicable, shall not
have been sent to such person at or prior to the written confirmation of the
sale of such Certificates to such person, and (z) in the case of a corrected or
amended Prospectus or Memorandum, such Underwriter or Initial Purchaser received
written notice of such correction or amendment prior to the written confirmation
of such sale. The Seller shall, subject to clause (c) below, reimburse each such
indemnified party, as incurred, for any legal or other expenses reasonably
incurred by them in connection with
13
investigating or defending any such loss, claim, damage, liability or action.
This indemnity will be in addition to any liability which the Seller may
otherwise have.
(b) For purposes of this Agreement, "Registration Statement" shall mean
such registration statement No. 333-108125 filed by the Purchaser on Form S-3,
including without limitation exhibits thereto and information incorporated
therein by reference; "Base Prospectus" shall mean the prospectus dated December
6, 2004, as supplemented by the prospectus supplement dated December 15, 2004
(the "Prospectus Supplement" and, together with the Base Prospectus, the
"Prospectus") relating to the Registered Certificates, including all annexes
thereto; "Preliminary Prospectus Supplement" shall mean the prospectus
supplement dated December 6, 2004 relating to the Registered Certificates,
including all annexes thereto; "Memorandum" shall mean the offering memorandum
dated December 15, 2004, relating to the Non-Registered Certificates, including
all exhibits thereto; "Registered Certificates" shall mean the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5, Class A-1A, Class A-J, Class B, Class C
and Class D Certificates; "Non-Registered Certificates" shall mean the
Certificates other than the Registered Certificates; "Computational Materials"
shall have the meaning assigned thereto in the no-action letter dated May 20,
1994 issued by the Division of Corporation Finance of the Securities and
Exchange Commission (the "Commission") to Xxxxxx, Xxxxxxx Acceptance Corporation
I, Xxxxxx, Peabody & Co. Incorporated, and Xxxxxx Structured Asset Corporation
and the no-action letter dated May 27, 1994 issued by the Division of
Corporation Finance of the Commission to the Public Securities Association
(together, the "Xxxxxx Letters"); "ABS Term Sheets" shall have the meaning
assigned thereto in the no-action letter dated February 17, 1995 issued by the
Division of Corporation Finance of the Commission to the Public Securities
Association (the "PSA Letter" and, together with the Xxxxxx Letters, the
"No-Action Letters"); "Diskette" shall mean the diskette or compact disc
attached to each of the Prospectus and the Memorandum; and "Data File" shall
mean the compilation of information and data regarding the Mortgage Loans
covered by the agreed upon procedures letters dated December 6, 2004 and
December 15, 2004 and rendered by Ernst & Young LLP, as the case may be (a "hard
copy" of which Data File was initialed on behalf of the Seller and the
Purchaser).
(c) As promptly as reasonably practicable after receipt by any person
entitled to indemnification under this Section 7 (an "indemnified party") of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the Seller (the "indemnifying
party") under this Section 7, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability that it may have to any indemnified party
under this Section 7 (except to the extent that such omission has prejudiced the
indemnifying party in any material respect) or from any liability which it may
have otherwise than under this Section 7. In case any such action is brought
against any indemnified party and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein, and to the extent that it may elect by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof, with counsel selected by the
indemnifying party and reasonably satisfactory to such indemnified party;
provided, however, that if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party or
parties shall have reasonably concluded that there may be legal defenses
available to it or them and/or other indemnified
14
parties that are different from or additional to those available to the
indemnifying party, the indemnified party shall have the right to select
separate counsel to assert such legal defenses and to otherwise participate in
the defense of such action on behalf of such indemnified party or parties. Upon
receipt of notice from the indemnifying party to such indemnified party of its
election so to assume the defense of such action and approval by the indemnified
party of counsel selected by the indemnifying party, the indemnifying party will
not be liable for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof, unless (i) the
indemnified party shall have employed separate counsel in connection with the
assertion of legal defenses in accordance with the proviso to the preceding
sentence (it being understood, however, that the indemnifying party shall not be
liable for the expenses of more than one separate counsel, approved by the
Purchaser and the Underwriters or the Initial Purchasers, as the case may be,
representing all the indemnified parties under this Section 7 who are parties to
such action), (ii) the indemnifying party shall not have employed counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of commencement of the action or
(iii) the indemnifying party has authorized the employment of counsel for the
indemnified party at the expense of the indemnifying party; and except that, if
clause (i) or (iii) is applicable, such liability shall only be in respect of
the counsel referred to in such clause (i) or (iii). Unless it shall assume the
defense of any proceeding, an indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent but, if
settled with such consent or if there be a final judgment for the plaintiff, the
indemnifying party shall indemnify the indemnified party from and against any
loss or liability by reason of such settlement or judgment. Notwithstanding the
foregoing sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel or any other expenses for which the indemnifying party is obligated
under this subsection, the indemnifying party agrees that it shall be liable for
any settlement of any proceeding effected without its written consent if (i)
such settlement is entered into more than 45 days after receipt by such
indemnifying party of the aforesaid request and (ii) such indemnifying party
shall not have reimbursed the indemnified party in accordance with such request
prior to the date of such settlement. If an indemnifying party assumes the
defense of any proceeding, it shall be entitled to settle such proceedings with
the consent of the indemnified party or, if such settlement provides for an
unconditional release of the indemnified party in connection with all matters
relating to the proceedings that have been asserted against the indemnified
party in such proceeding by the other parties to such settlement, which release
does not include a statement as to or an admission of fault, culpability or a
failure to act by or on behalf of any indemnified party without the consent of
the indemnified party.
(d) If the indemnification provided for in this Section 7 is unavailable to
an indemnified party under Section 7(a) hereof or insufficient in respect of any
losses, claims, damages or liabilities referred to therein, then the
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities, in such proportion as is
appropriate to reflect the relative fault of the indemnified and indemnifying
parties in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations, taking into account the parties' relative knowledge and access
to information concerning the matter with respect to which the claim was
asserted, the
15
opportunity to correct and prevent any statement or omission or failure to
comply, and any other equitable considerations appropriate under the
circumstances. The relative fault of the indemnified and indemnifying parties
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by such parties;
provided that no Underwriter or Initial Purchaser shall be obligated to
contribute more than its share of underwriting discounts and commissions and
other fees pertaining to the Certificates less any damages otherwise paid by
such Underwriter or Initial Purchaser with respect to such loss, liability,
claim, damage or expense. It is hereby acknowledged that the respective
Underwriters' and Initial Purchasers' obligations under this Section 7 shall be
several and not joint. For purposes of this Section, each person, if any, who
controls an Underwriter or an Initial Purchaser within the meaning of Section 15
of the 1933 Act or Section 20 of the 1934 Act, and such Underwriter's or Initial
Purchaser's officers and directors, shall have the same rights to contribution
as such Underwriter or Initial Purchaser, as the case may be, and each director
of the Seller and each person, if any who controls the Seller within the meaning
of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same
rights to contribution as the Seller.
(e) The Purchaser and the Seller agree that it would not be just and
equitable if contribution pursuant to Section 7(d) were determined by pro rata
allocation or by any other method of allocation that does not take account of
the considerations referred to in Section 7(d) above. The amount paid or payable
by an indemnified party as a result of the losses, claims, damages and
liabilities referred to in this Section 7 shall be deemed to include, subject to
the limitations set forth above, any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim, except where the indemnified party is required to bear such
expenses pursuant to this Section 7, which expenses the indemnifying party shall
pay as and when incurred, at the request of the indemnified party, to the extent
that the indemnifying party will be ultimately obligated to pay such expenses.
If any expenses so paid by the indemnifying party are subsequently determined to
not be required to be borne by the indemnifying party hereunder, the party that
received such payment shall promptly refund the amount so paid to the party
which made such payment. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 0000 Xxx) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
(f) The indemnity and contribution agreements contained in this Section 7
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by the Purchaser, the
Underwriters, the Initial Purchasers, any of their respective directors or
officers, or any person controlling the Purchaser, the Underwriters or the
Initial Purchasers, and (iii) acceptance of and payment for any of the
Certificates.
(g) Without limiting the generality or applicability of any other provision
of this Agreement, the Underwriters, the Initial Purchasers and their directors,
officers and controlling parties shall be third-party beneficiaries of the
provisions of this Section 7.
SECTION 8. 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
16
following amounts (the Seller's pro rata portion to be determined according to
the percentage that the CGMRC Mortgage Loan Balance represents as of the Cut-off
Date Pool Balance): (i) the costs and expenses of printing and delivering the
Pooling and Servicing Agreement and the Certificates; (ii) the costs and
expenses of printing (or otherwise reproducing) and delivering a preliminary and
final Prospectus and Memorandum relating to the Certificates; (iii) the initial
fees, costs, and expenses of the Trustee (including reasonable attorneys' fees);
(iv) the filing fee charged by the Securities and Exchange Commission for
registration of the Certificates so registered; (v) the fees charged by the
Rating Agencies to rate the Certificates so rated; (vi) the fees and
disbursements of a firm of certified public accountants selected by the
Purchaser and the Seller with respect to numerical information in respect of the
Mortgage Loans and the Certificates included in the Prospectus, the Memorandum
and any related Computational Materials or ABS Term Sheets, including in respect
of the cost of obtaining any "comfort letters" with respect to such items; (vii)
the reasonable out-of-pocket costs and expenses in connection with the
qualification or exemption of the Certificates under state securities or "Blue
Sky" laws, including filing fees and reasonable fees and disbursements of
counsel in connection therewith, in connection with the preparation of any "Blue
Sky" survey and in connection with any determination of the eligibility of the
Certificates for investment by institutional investors and the preparation of
any legal investment survey; (viii) the expenses of printing any such "Blue Sky"
survey and legal investment survey; and (ix) the reasonable fees and
disbursements of counsel to the Underwriters and the Initial Purchasers;
provided, however, Seller shall pay (or shall reimburse the Purchaser to the
extent that the Purchaser has paid) the expense of recording any assignment of
Mortgage or assignment of Assignment of Leases as contemplated by Section 2
hereof with respect to such Seller's Mortgage Loans. All other costs and
expenses in connection with the transactions contemplated hereunder shall be
borne by the party incurring such expense.
SECTION 9. Grant of a Security Interest. It is the express intent of the
parties hereto that the conveyance of the Mortgage Loans by the Seller to the
Purchaser as provided in Section 2 hereof be, and be construed as, a sale of the
Mortgage Loans by the Seller to the Purchaser and not as a pledge of the
Mortgage Loans by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, if, notwithstanding the aforementioned intent
of the parties, the Mortgage Loans are held to be property of the Seller, then,
(a) it is the express intent of the parties that such conveyance be deemed a
pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or
other obligation of the Seller, and (b) (i) this Agreement shall also be deemed
to be a security agreement within the meaning of Article 9 of the Uniform
Commercial Code of the applicable jurisdiction; (ii) the conveyance provided for
in Section 2 hereof shall be deemed to be a grant by the Seller to the Purchaser
of a security interest in all of the Seller's right, title and interest in and
to the Mortgage Loans, and all amounts payable to the holder of the Mortgage
Loans in accordance with the terms thereof, and all proceeds of the conversion,
voluntary or involuntary, of the foregoing into cash, instruments, securities or
other property, including, without limitation, all amounts, other than
investment earnings, from time to time held or invested in the Certificate
Account, the Distribution Account or, if established, the REO Account (each as
defined in the Pooling and Servicing Agreement) whether in the form of cash,
instruments, securities or other property; (iii) the assignment to the Trustee
of the interest of the Purchaser as contemplated by Section 1 hereof shall be
deemed to be an assignment of any security interest created hereunder; (iv) the
possession by the Trustee or
17
any of its agents, including, without limitation, the Custodian, of the Mortgage
Notes, and such other items of property as constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be possession by the
secured party for purposes of perfecting the security interest pursuant to
Section 9-313 of the Uniform Commercial Code of the applicable jurisdiction; and
(v) notifications to persons (other than the Trustee) holding such property, and
acknowledgments, receipts or confirmations from persons (other than the Trustee)
holding such property, shall be deemed notifications to, or acknowledgments,
receipts or confirmations from, financial intermediaries, bailees or agents (as
applicable) of the secured party for the purpose of perfecting such security
interest under applicable law. The Seller and the Purchaser shall, to the extent
consistent with this Agreement, take such actions as may be necessary to ensure
that, if this Agreement were deemed to create a security interest in the
Mortgage Loans, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained
as such throughout the term of this Agreement and the Pooling and Servicing
Agreement.
SECTION 10. Covenants of Purchaser. The Purchaser shall provide the Seller
with all forms of Disclosure Materials (including the final form of the
Memorandum and the preliminary and final forms of the Prospectus Supplement)
promptly upon any such document becoming available.
SECTION 11. Notices. All notices, copies, requests, consents, demands and
other communications required hereunder shall be in writing and telecopied or
delivered to the intended recipient at the "Address for Notices" specified
beneath its name on the signature pages hereof or, as to either party, at such
other address as shall be designated by such party in a notice hereunder to the
other party. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when transmitted by
telecopier or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as aforesaid.
SECTION 12. Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this Agreement,
incorporated herein by reference or contained in the certificates of officers of
the Seller submitted pursuant hereto, shall remain operative and in full force
and effect and shall survive delivery of the Mortgage Loans by the Seller to the
Purchaser (and by the Purchaser to the Trustee).
SECTION 13. 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
18
permitted by applicable law, the parties hereto waive any provision of law which
prohibits or renders void or unenforceable any provision hereof.
SECTION 14. 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 15. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED IN
ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF NEW YORK. THE PARTIES HERETO
INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW SHALL APPLY TO THIS AGREEMENT.
SECTION 16. Attorneys' Fees. If any legal action, suit or proceeding is
commenced between the Seller and the Purchaser regarding their respective rights
and obligations under this Agreement, the prevailing party shall be entitled to
recover, in addition to damages or other relief, costs and expenses, attorneys'
fees and court costs (including, without limitation, expert witness fees). As
used herein, the term "prevailing party" shall mean the party which obtains the
principal relief it has sought, whether by compromise settlement or judgment. If
the party which commenced or instituted the action, suit or proceeding shall
dismiss or discontinue it without the concurrence of the other party, such other
party shall be deemed the prevailing party.
SECTION 17. 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 18. Successors and Assigns. The rights and obligations of the
Seller under this Agreement shall not be assigned by the Seller without the
prior written consent of the Purchaser, except that any person into which the
Seller may be merged or consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Seller is a party, or any
person succeeding to all or substantially all of the business of the Seller,
shall be the successor to the Seller hereunder. The Purchaser has the right to
assign its interest under this Agreement, in whole or in part, as may be
required to effect the purposes of the Pooling and Servicing Agreement, and the
assignee shall, to the extent of such assignment, succeed to the rights and
obligations hereunder of the Purchaser. Subject to the foregoing, this Agreement
shall bind and inure to the benefit of and be enforceable by the Seller, the
Purchaser, the Underwriters and the Initial Purchasers (as intended third party
beneficiaries hereof) and their permitted successors and assigns, and the
officers, directors and controlling persons referred to in Section 7. This
Agreement is enforceable by the Underwriters, the Initial Purchasers and the
other third party beneficiaries hereto in all respects to the same extent as if
they had been signatories hereof.
SECTION 19. Amendments. No term or provision of this Agreement may be
waived or modified unless such waiver or modification is in writing and signed
by a duly
19
authorized officer of the party, or third party beneficiary, against whom such
waiver or modification is sought to be enforced. No amendment to the Pooling and
Servicing Agreement which relates to defined terms contained therein, Section
2.01(d) thereof or the repurchase obligations or any other obligations of the
Seller shall be effective against the Seller (in such capacity) unless the
Seller shall have agreed to such amendment in writing.
SECTION 20. Accountants' Letters. The parties hereto shall cooperate with
Ernst & Young LLP in making available all information and taking all steps
reasonably necessary to permit such accountants to deliver the letters required
by the Underwriting Agreement.
SECTION 21. Knowledge. Whenever a representation or warranty or other
statement in this Agreement is made with respect to a Person's "knowledge," such
statement refers to such Person's employees or agents who were or are
responsible for or involved with the indicated matter and have actual knowledge
of the matter in question.
[SIGNATURES COMMENCE ON THE FOLLOWING PAGE]
20
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 Agent
Address for Notices:
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: 000-000-0000
Telephone No.: 000-000-0000
PURCHASER
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC.
By: /s/ Xxxxxx Xxxxx
---------------------
Name: Xxxxxx Xxxxx
Title: Vice President
Address for Notices:
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: 000-000-0000
Telephone No.: 000-000-0000
SCHEDULE I
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GENERAL MORTGAGE REPRESENTATIONS AND WARRANTIES
-----------------------------------------------
1. The information pertaining to each Mortgage Loan set forth in the
Mortgage Loan Schedule was true and correct in all material respects as of the
Cut-off Date.
2. As of the date of its origination, such Mortgage Loan 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.
3. Immediately prior to the sale, transfer and assignment to the Purchaser,
the Seller had good and marketable title to, and was the sole owner of, each
Mortgage Loan, and the Seller is transferring such Mortgage Loan free and clear
of any and all liens, pledges, charges or security interests of any nature
encumbering such Mortgage Loan. Upon consummation of the transactions
contemplated by the Mortgage Loan Purchase Agreement, the Seller will have
validly and effectively conveyed to the Purchaser all legal and beneficial
interest in and to such Mortgage Loan free and clear of any pledge, lien or
security interest.
4. The proceeds of such Mortgage Loan have been fully disbursed (except if
such Mortgage Loan is a Mortgage Loan as to which a portion of the funds
disbursed are being held in escrow or reserve accounts) and there is no
requirement for future advances thereunder by the Mortgagee.
5. Each related Mortgage Note, Mortgage, Assignment of Leases (if any) and
other agreement executed in connection with such Mortgage Loan is a legal, valid
and binding obligation of the related Mortgagor (subject to any non-recourse
provisions therein and any state anti-deficiency or market value limit
deficiency legislation), enforceable in accordance with its terms, except (a)
that certain provisions contained in such Mortgage Loan documents are or may be
unenforceable in whole or in part under applicable state or federal laws, but
neither the application of any such laws to any such provision nor the inclusion
of any such provisions renders any of the Mortgage Loan documents invalid as a
whole and such Mortgage Loan documents taken as a whole are enforceable to the
extent necessary and customary for the practical realization of the rights and
benefits afforded thereby and (b) as such enforcement may be limited by
bankruptcy, insolvency, receivership, reorganization, moratorium, redemption,
liquidation or other laws affecting the enforcement of creditors' rights
generally, or by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law). The related
Mortgage Note and Mortgage contain no provision limiting the right or ability of
the Seller to assign, transfer and convey the related Mortgage Loan to any other
Person.
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6. As of the date of its origination, there was no valid offset, defense,
counterclaim, abatement or right to rescission with respect to any of the
related Mortgage Notes, Mortgage(s) or other agreements executed in connection
therewith, and, as of the Cut-off Date, there is no valid offset, defense,
counterclaim or right to rescission with respect to such Mortgage Note,
Mortgage(s) or other agreements, except in each case, with respect to the
enforceability of any provisions requiring the payment of default interest, late
fees, additional interest, prepayment premiums or yield maintenance charges.
7. Each related assignment of Mortgage and assignment of Assignment of
Leases from the Seller to the Trustee constitutes the legal, valid and binding
first priority assignment from the Seller, except as such enforcement may be
limited by bankruptcy, insolvency, redemption, reorganization, liquidation,
receivership, moratorium or other laws relating to or affecting creditors'
rights generally or by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law). Each Mortgage
and Assignment of Leases is freely assignable.
8. Each related Mortgage is a valid and enforceable first lien on the
related Mortgaged Property subject only to the exceptions set forth in paragraph
(5) above and the following title exceptions (each such title exception, a
"Title Exception", and collectively, the "Title Exceptions"): (a) the lien of
current real property taxes, ground rents, water charges, sewer rents and
assessments not yet due and payable, (b) covenants, conditions and restrictions,
rights of way, easements and other matters of public record, none of which,
individually or in the aggregate, materially and adversely interferes with the
current use of the Mortgaged Property or the security intended to be provided by
such Mortgage or with the Mortgagor's ability to pay its obligations under the
Mortgage Loan when they become due or materially and adversely affects the value
of the Mortgaged Property, (c) the exceptions (general and specific) and
exclusions set forth in the applicable policy described in paragraph (12) below
or appearing of record, none of which, individually or in the aggregate,
materially interferes with the current use of the Mortgaged Property or the
security intended to be provided by such Mortgage or with the Mortgagor's
ability to pay its obligations under the Mortgage Loan when they become due or
materially and adversely affects the value of the Mortgaged Property, (d) other
matters to which like properties are commonly subject, none of which,
individually or in the aggregate, materially and adversely interferes with the
current use of the Mortgaged Property or the security intended to be provided by
such Mortgage or with the Mortgagor's ability to pay its obligations under the
Mortgage Loan when they become due or materially and adversely affects the value
of the Mortgaged Property, (e) the right of tenants (whether under ground
leases, space leases or operating leases) at the Mortgaged Property to remain
following a foreclosure or similar proceeding (provided that such tenants are
performing under such leases) and (f) if such Mortgage Loan is
cross-collateralized with any other Mortgage Loan, the lien of the Mortgage for
such other Mortgage Loan, none of which, individually or in the aggregate,
materially and adversely interferes with the current use of the Mortgaged
Property or the security intended to be provided by such Mortgage or with the
Mortgagor's ability to pay its obligations under the Mortgage Loan when they
become due or materially and adversely affects the value of the Mortgaged
Property. Except with respect to cross-collateralized
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and cross-defaulted Mortgage Loans, there are no mortgage loans that are senior
or pari passu with respect to the related Mortgaged Property or such Mortgage
Loan.
9. UCC Financing Statements have been filed and/or recorded (or, if not
filed and/or recorded, have been submitted in proper form for filing and
recording), in all public places necessary at the time of the origination of the
Mortgage Loan to perfect a valid security interest in all items of personal
property reasonably necessary to operate the Mortgaged Property owned by a
Mortgagor and located on the related Mortgaged Property (other than any personal
property subject to a purchase money security interest or a sale and leaseback
financing arrangement permitted under the terms of such Mortgage Loan or any
other personal property leases applicable to such personal property), to the
extent perfection may be effected pursuant to applicable law by recording or
filing, and the Mortgages, security agreements, chattel Mortgages or equivalent
documents related to and delivered in connection with the related Mortgage Loan
establish and create a valid and enforceable lien and priority security interest
on such items of personalty except as such enforcement may be limited by
bankruptcy, insolvency, receivership, reorganization, moratorium, redemption,
liquidation or other laws affecting the enforcement of creditor's rights
generally, or by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law). Notwithstanding
any of the foregoing, no representation is made as to the perfection of any
security interest in rents or other personal property to the extent that
possession or control of such items or actions other than the filing of UCC
Financing Statements are required in order to effect such perfection.
10. All real estate taxes and governmental assessments, or installments
thereof, which would be a lien on the Mortgaged Property and that prior to the
Cut-off Date have become delinquent in respect of each related Mortgaged
Property have been paid, or an escrow of funds in an amount sufficient to cover
such payments has been established. For purposes of this representation and
warranty, real estate taxes and governmental assessments and installments
thereof shall not be considered delinquent until the earlier of (a) the date on
which interest and/or penalties would first be payable thereon and (b) the date
on which enforcement action is entitled to be taken by the related taxing
authority.
11. To the Seller's actual knowledge as of the Cut-off Date, and to the
Seller's actual knowledge based solely upon due diligence customarily performed
with the origination of comparable mortgage loans by the Seller, each related
Mortgaged Property was free and clear of any material damage (other than
deferred maintenance for which escrows were established at origination) that
would affect materially and adversely the value of such Mortgaged Property as
security for the Mortgage Loan and to the Seller's actual knowledge as of the
Cut-off Date there was no proceeding pending for the total or partial
condemnation of such Mortgaged Property.
12. The lien of each related Mortgage as a first priority lien in the
original principal amount of such Mortgage Loan after all advances of principal
(as set forth on the Mortgage Loan Schedule) is insured by an ALTA lender's
title insurance policy (or a binding commitment therefor), or its equivalent as
adopted in the applicable jurisdiction,
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insuring the Seller, its successors and assigns, subject only to the Title
Exceptions; the Seller or its successors or assigns is the named insured of such
policy; such policy is assignable without consent of the insurer and will inure
to the benefit of the Trustee as mortgagee of record; is in full force and
effect upon the consummation of the transactions contemplated by this Agreement;
all premiums thereon have been paid; no material claims have been made under
such policy and the Seller has not done anything, by act or omission, and the
Seller has no actual knowledge of any matter, which would impair or diminish the
coverage of such policy. The insurer issuing such policy is either (x) a
nationally recognized title insurance company or (y) qualified to do business in
the jurisdiction in which the related Mortgaged Property is located to the
extent required; such policy contains no material exclusions for, or
affirmatively insures (except for any Mortgaged Property located in a
jurisdiction where such insurance is not available) (a) access to a public road
(except as provided below) or (b) against any loss due to encroachments of any
material portion of the improvements thereon.
13. Except as provided below, as of the date of its origination, all
insurance coverage required under each related Mortgage was in full force and
effect with respect to each related Mortgaged Property, which insurance covered
such risks as were customarily acceptable to prudent commercial and multifamily
mortgage lending institutions lending on the security of property comparable to
the related Mortgaged Property in the jurisdiction in which such Mortgaged
Property is located, and with respect to a fire and extended perils insurance
policy, was in an amount (subject to a customary deductible) at least equal to
the lesser of (i) the replacement cost of improvements located on such Mortgaged
Property, or (ii) the initial principal balance of the Mortgage Loan, and in any
event, the amount necessary to prevent operation of any co-insurance provisions,
and, except if such Mortgaged Property is operated as a mobile home park, such
Mortgaged Property is also covered by business interruption or rental loss
insurance, in an amount at least equal to 12 months of operations of the related
Mortgaged Property (or in the case of a Mortgaged Property without any elevator,
6 months); and, except as provided below, as of the Cut-off Date, to the actual
knowledge of the Seller, all insurance coverage required under each Mortgage,
which insurance covers such risks and is in such amounts as are customarily
acceptable to prudent commercial and multifamily mortgage lending institutions
lending on the security of property comparable to the related Mortgaged Property
in the jurisdiction in which such Mortgaged Property is located, is in full
force and effect with respect to each related Mortgaged Property; 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; and except for certain amounts not greater than amounts
which would be considered prudent by an institutional commercial mortgage lender
with respect to a similar Mortgage Loan and which are set forth in the related
Mortgage, any insurance proceeds in respect of a casualty loss, will be applied
either (i) to the repair or restoration of all or part of the related Mortgaged
Property or (ii) 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 institutional lenders for similar loans. The Mortgaged Property is
also covered by comprehensive general liability insurance against claims for
personal and
I-4
bodily injury, death or property damage occurring on, in or about the related
Mortgaged Property, in an amount customarily required by prudent institutional
lenders.
The insurance policies contain a standard mortgagee clause naming the
Seller, its successors and assigns as loss payee, in the case of a property
insurance policy, and additional insured in the case of a liability insurance
policy and provide that they are not terminable without 30 days prior written
notice to the Mortgagee (or, with respect to non-payment, 10 days prior written
notice to the Mortgagee) or such lesser period as prescribed by applicable law.
Each Mortgage requires that the Mortgagor maintain insurance as described above
or permits the Mortgagee to require insurance as described above, and permits
the Mortgagee to purchase such insurance at the Mortgagor's expense if Mortgagor
fails to do so.
14. Except as provided below, (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 with the servicing of comparable mortgage loans
by prudent institutional lenders, there is no material default, breach,
violation or event of acceleration existing under the related Mortgage or the
related Mortgage Note, and to the Seller's actual knowledge no event (other than
payments due but not yet delinquent) which, with the passage of time or with
notice and the expiration of any grace or cure period, would constitute a
material default, breach, violation or event of acceleration; provided, however,
that this representation and warranty does not address or otherwise cover any
default, breach, violation or event of acceleration that specifically pertains
to any matter otherwise covered by any other representation and warranty made by
the Seller in any paragraphs of this Schedule I or in any paragraph of Schedule
II, and (b) the Seller has not waived any material default, breach, violation or
event of acceleration under such Mortgage or Mortgage Note, except for a written
waiver contained in the related Mortgage File being delivered to the Purchaser,
and pursuant to the terms of the related Mortgage or the related Mortgage Note
and other documents in the related Mortgage File no Person or party other than
the holder of such Mortgage Note may declare any event of default or accelerate
the related indebtedness under either of such Mortgage or Mortgage Note.
15. As of the Closing Date, each Mortgage Loan is not, and in the prior 12
months (or since the date of origination if such Mortgage Loan has been
originated within the past 12 months), has not been, 30 days or more past due in
respect of any Scheduled Payment.
16. Except with respect to ARD Loans, which provide that the rate at which
interest accrues thereon increases after the Anticipated Repayment Date, the
Mortgage Rate (exclusive of any default interest, late charges or prepayment
premiums) of such Mortgage Loan is a fixed rate.
17. Each related Mortgage does not provide for or permit, without the prior
written consent of the holder of the Mortgage Note, each related Mortgaged
Property to secure any other promissory note or obligation except as expressly
described in such Mortgage.
I-5
18. Each Mortgage Loan is directly secured by a Mortgage on a commercial
property or a multifamily residential property, and either (a) substantially all
of the proceeds of such Mortgage Loan were used to acquire, improve or protect
the portion of such commercial or multifamily residential property that consists
of an interest in real property (within the meaning of Treasury Regulations
Sections 1.856-3(c) and 1.856-3(d)) and such interest in real property was the
only security for such Mortgage Loan as of the Testing Date (as defined below),
or (b) the fair market value of the interest in real property which secures such
Mortgage Loan was at least equal to 80% of the principal amount of 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 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. The Mortgage Loan documents with respect to
each Defeasance Loan do not allow such Defeasance Loan to be defeased prior to
two years after the Startup Day.
19. One or more environmental site assessments, updates or transaction
screens thereof were performed by an environmental consulting firm independent
of the Seller and the Seller's affiliates with respect to each related Mortgaged
Property during the 18-months preceding the origination of the related Mortgage
Loan, and the Seller, having made no independent inquiry other than to review
the report(s) prepared in connection with the assessment(s), updates or
transaction screens referenced herein, has no actual knowledge and has received
no notice of any material and adverse environmental condition or circumstance
affecting such Mortgaged Property that was not disclosed in such report(s). If
any such environmental report identified any Recognized Environmental Condition
(REC), as that term is defined in the Standard Practice for Environmental Site
Assessments: Phase I Environmental Site Assessment Process Designation: E
1527-00, as recommended by the American Society for Testing and Materials
(ASTM), with respect to the related Mortgaged Property and the same have not
been subsequently addressed in all material respects, then either (i) an escrow
greater than 100% of the amount identified as necessary by the environmental
consulting firm to address the REC is held by the Seller for purposes of
effecting same (and the borrower has covenanted in the Mortgage Loan documents
to perform such work), (ii) the related borrower 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
I-6
regulation, (iii) the borrower 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 based upon such
additional investigation, a qualified environmental consultant recommended no
further investigation or remediation. All environmental assessments or updates
that were in the possession of the Seller and that relate to a Mortgaged
Property insured by an environmental insurance policy have been delivered to or
disclosed to the environmental insurance carrier issuing such policy prior to
the issuance of such policy. Annex A to this Schedule I sets forth those
Mortgage Loans (if any) as to which the related borrower obtained a secured
creditor impaired property policy.
20. Each related Mortgage and Assignment of Leases, together with
applicable state law, contains customary and enforceable provisions for
comparable mortgaged properties similarly situated such as to render the rights
and remedies of the holder thereof adequate for the practical realization
against the Mortgaged Property of the benefits of the security, including
realization by judicial or, if applicable, non-judicial foreclosure, subject to
the effects of bankruptcy, insolvency, reorganization, receivership, moratorium,
redemption, liquidation or similar law affecting the right of creditors and the
application of principles of equity.
21. At the time of origination and, to the actual knowledge of Seller as of
the Cut-off Date, no Mortgagor is a debtor in, and no Mortgaged Property is the
subject of, any state or federal bankruptcy or insolvency proceeding.
22. Each Mortgage Loan is a whole loan and contains no equity participation
by the lender or shared appreciation feature and does not provide for any
contingent or additional interest in the form of participation in the cash flow
of the related Mortgaged Property or, other than the ARD Loans, provide for
negative amortization. The Seller holds no preferred equity interest.
23. Subject to certain exceptions, which are customarily acceptable to
prudent commercial and multifamily mortgage lending institutions lending on the
security of property comparable to the related Mortgaged Property, each related
Mortgage or loan agreement contains provisions for the acceleration of the
payment of the unpaid principal balance of such Mortgage Loan if, without
complying with the requirements of the Mortgage or loan agreement, (a) the
related Mortgaged Property, or any controlling interest in the related
Mortgagor, is directly transferred or sold (other than by reason of family and
estate planning transfers, transfers by devise, descent or operation of law upon
the death of a member, general partner or shareholder of the related Borrower
and transfers of less than a controlling interest in a mortgagor, issuance of
non-controlling new equity interests, transfers among existing members, partners
or shareholders in the Mortgagor or an affiliate thereof, transfers among
affiliated Mortgagors with respect to Crossed Loans or multi-property Mortgage
Loans or transfers of a similar nature to the foregoing meeting the requirements
of the Mortgage Loan (such as pledges of ownership interest that do not result
in a change of control) or a substitution or release of collateral within the
parameters of paragraph (26) below), or (b) the related Mortgaged Property is
I-7
encumbered in connection with subordinate financing by a lien or security
interest against the related Mortgaged Property, other than any existing
permitted additional debt.
24. Except as set forth in the related Mortgage File, the terms of the
related Mortgage Note and Mortgage(s) have not been waived, modified, altered,
satisfied, impaired, canceled, subordinated or rescinded in any manner which
materially interferes with the security intended to be provided by such
Mortgage.
25. Except as provided below, each related Mortgaged Property was inspected
by or on behalf of the related originator or an affiliate during the 12 month
period prior to the related origination date.
26. Since origination, no material portion of the related Mortgaged
Property has been released from the lien of the related Mortgage in any manner
which materially and adversely affects the value of the Mortgage Loan or
materially interferes with the security intended to be provided by such
Mortgage, and, except with respect to Mortgage Loans (a) which permit defeasance
by means of substituting for the Mortgaged Property (or, in the case of a
Mortgage Loan secured by multiple Mortgaged Properties, one or more of such
Mortgaged Properties) U.S. Treasury obligations sufficient to pay the Mortgage
Loans (or portions thereof) in accordance with their terms, (b) where a release
of the portion of the Mortgaged Property was contemplated at origination and
such portion was not considered material for purposes of underwriting the
Mortgage Loan, (c) where release is conditional upon the satisfaction of certain
underwriting and legal requirements and the payment of a release price that
represents adequate consideration for such Mortgaged Property or the portion
thereof that is being released, or (d) which permit the related Mortgagor to
substitute a replacement property in compliance with REMIC Provisions or (e)
which permit the release(s) of unimproved out-parcels or other portions of the
Mortgaged Property that will not have a material adverse affect on the
underwritten value of the security for the Mortgage Loan or that were not
allocated to any value in the underwriting during the origination of the
Mortgage Loan, the terms of the related Mortgage do not provide for release of
any portion of the Mortgaged Property from the lien of the Mortgage except in
consideration of payment in full therefor.
27. Except as provided below, to the Seller's actual knowledge, based upon
a letter from governmental authorities, a legal opinion, an endorsement to the
related title policy, or based upon other due diligence considered reasonable by
prudent commercial conduit mortgage lenders in the area where the applicable
Mortgaged Property is located, as of the date of origination of such Mortgage
Loan and as of the Cut-off Date, there are no material violations of any
applicable zoning ordinances, building codes and land laws applicable to the
Mortgaged Property or the use and occupancy thereof which (a) are not insured by
an ALTA lender's title insurance policy (or a binding commitment therefor), or
its equivalent as adopted in the applicable jurisdiction, or a law and ordinance
insurance policy or (b) would have a material adverse effect on the value,
operation or net operating income of the Mortgaged Property.
28. To the Seller's actual knowledge based on surveys and/or the title
policy referred to herein obtained in connection with the origination of each
Mortgage Loan,
I-8
none of the material improvements which were included for the purposes of
determining the appraised value of the related Mortgaged Property at the time of
the origination of the Mortgage Loan lies outside of the boundaries and building
restriction lines of such property (except Mortgaged Properties which are legal
non-conforming uses), to an extent which would have a material adverse affect on
the value of the Mortgaged Property or related Mortgagor's use and operation of
such Mortgaged Property (unless affirmatively covered by title insurance) and no
improvements on adjoining properties encroached upon such Mortgaged Property to
any material and adverse extent (unless affirmatively covered by title
insurance).
29. With respect to at least 95% of such Seller's Mortgage Loans (by
balance) having a Cut-off Date Balance in excess of 1% of the Initial Pool
Balance, the related Mortgagor has covenanted in its organizational documents
and/or the Mortgage Loan documents to own no significant asset other than the
related Mortgaged Property or Mortgaged Properties, as applicable, and assets
incidental to its ownership and operation of such Mortgaged Property, and to
hold itself out as being a legal entity, separate and apart from any other
Person.
30. No advance of funds has been made other than pursuant to the loan
documents, directly or indirectly, by the Seller to the Mortgagor and, to the
Seller's actual knowledge, no funds have been received from any Person other
than the Mortgagor, for or on account of payments due on the Mortgage Note or
the Mortgage.
31. As of the date of origination and, to the Seller's actual knowledge, as
of the Cut-off Date, there was no pending action, suit or proceeding, or
governmental investigation of which it has received notice, against the
Mortgagor or the related Mortgaged Property the adverse outcome of which could
reasonably be expected to materially and adversely affect such Mortgagor's
ability to pay principal, interest or any other amounts due under such Mortgage
Loan or the security intended to be provided by the Mortgage Loan documents or
the current use of the Mortgaged Property.
32. As of the date of origination, and, to the Seller's actual knowledge,
as of the Cut-off Date, if the related Mortgage is a deed of trust, a trustee,
duly qualified under applicable law to serve as such, has either been properly
designated and serving under such Mortgage or may be substituted in accordance
with the Mortgage and applicable law.
33. The Mortgage Loan and the interest (exclusive of any default interest,
late charges or prepayment premiums) contracted for complied as of the date of
origination with, or was exempt from, applicable state or federal laws,
regulations and other requirements pertaining to usury.
34. The related Mortgage Note is not secured by any collateral that secures
a Mortgage Loan that is not in the Trust Fund and each Mortgage Loan that is
cross-collateralized is cross-collateralized only with other Mortgage Loans sold
pursuant to this Agreement.
I-9
35. The improvements located on the Mortgaged Property are either not
located in a federally designated special flood hazard area or the Mortgagor is
required to maintain or the mortgagee maintains, flood insurance with respect to
such improvements and such policy is in full force and effect.
36. All escrow deposits and payments required pursuant to the Mortgage Loan
as of the Closing Date required to be deposited with the Seller in accordance
with the Mortgage Loan documents have been so deposited, are in the possession,
or under the control, of the Seller or its agent and there are no deficiencies
in connection therewith.
37. To the Seller's actual knowledge, based on the due diligence
customarily performed in the origination of comparable mortgage loans by prudent
commercial and multifamily mortgage lending institutions with respect to the
related geographic area and properties comparable to the related Mortgaged
Property, as of the date of origination of the Mortgage Loan, the related
Mortgagor, 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, 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. The origination (or acquisition, as the case may be), servicing and
collection practices used by the Seller with respect to the Mortgage Loan have
been in all material respects legal and have met customary industry standards
for servicing of commercial mortgage loans for conduit loan programs.
39. Except for Mortgagors under Mortgage Loans the Mortgaged Property with
respect to which includes a Ground Lease, the related Mortgagor (or its
affiliate) has title in the fee simple interest in each related Mortgaged
Property.
40. Except as provided below, the Mortgage Loan documents for each Mortgage
Loan provide that each Mortgage Loan is non-recourse to the related Mortgagor
except that the related Mortgagor accepts responsibility for fraud and/or other
intentional material misrepresentation. Furthermore, except as provided below,
the Mortgage Loan documents for each Mortgage Loan provide that the related
Mortgagor shall be liable to the lender for losses incurred due to the
misapplication or misappropriation of rents collected in advance or received by
the related Mortgagor after the occurrence of an event of default and not paid
to the Mortgagee or applied to the Mortgaged Property in the ordinary course of
business, misapplication or conversion by the Mortgagor of insurance proceeds or
condemnation awards or breach of the environmental covenants in the related
Mortgage Loan documents.
41. Subject to the exceptions set forth in paragraph (5), the Assignment of
Leases set forth in the Mortgage or separate from the related Mortgage and
related to and delivered in connection with each Mortgage Loan establishes and
creates a valid, subsisting and enforceable lien and security interest in the
related Mortgagor's interest in all leases, subleases, licenses or other
agreements pursuant to which any Person is entitled to occupy, use or possess
all or any portion of the real property.
I-10
42. With respect to such Mortgage Loan, any prepayment premium constitutes
a "customary prepayment penalty" within the meaning of Treasury Regulations
Section 1.860G-1(b)(2).
43. If such Mortgage Loan contains a provision for any defeasance of
mortgage collateral, such Mortgage Loan permits defeasance (a) no earlier than
two years after the Closing Date, and (b) only with substitute collateral
constituting "government securities" within the meaning of Treasury Regulations
Section 1.860G-2(a)(8)(i) in an amount sufficient to make all scheduled payments
under the Mortgage Note. In addition, if such Mortgage contains such a
defeasance provision, it provides (or otherwise contains provisions pursuant to
which the holder can require) that an opinion be provided to the effect that
such holder has a first priority perfected security interest in the defeasance
collateral. The related Mortgage Loan documents permit the lender to charge all
of its expenses associated with a defeasance to the Mortgagor (including rating
agencies' fees, accounting fees and attorneys' fees), and provide that the
related Mortgagor must deliver (or otherwise, the Mortgage Loan documents
contain certain provisions pursuant to which the lender can require) (i) an
accountant's certification as to the adequacy of the defeasance collateral to
make payments under the related Mortgage Loan for the remainder of its term,
(ii) an Opinion of Counsel that the defeasance complies with all applicable
REMIC Provisions, and (iii) assurances from the Rating Agencies that the
defeasance will not result in the withdrawal, downgrade or qualification of the
ratings assigned to the Certificates. Notwithstanding the foregoing, some of the
Mortgage Loan documents may not affirmatively contain all such requirements, but
such requirements are effectively present in such documents due to the general
obligation to comply with the REMIC Provisions and/or deliver a REMIC Opinion of
Counsel.
44. To the extent required under applicable law as of the date of
origination, and necessary for the enforceability or collectability of the
Mortgage Loan, the originator of such Mortgage Loan was authorized to do
business in the jurisdiction in which the related Mortgaged Property is located
at all times when it originated and held the Mortgage Loan.
45. Neither the Seller nor any affiliate thereof has any obligation to make
any capital contributions to the Mortgagor under the Mortgage Loan.
46. None of the Mortgaged Properties are encumbered, and none of the
Mortgage Loan documents permit the related Mortgaged Property to be encumbered
subsequent to the Closing Date without the prior written consent of the holder
thereof, by any lien securing the payment of money junior to or of equal
priority with, or superior to, the lien of the related Mortgage (other than
Title Exceptions, taxes, assessments and contested mechanics and materialmen's
liens that become payable after the after the Cut-off Date of the related
Mortgage Loan).
I-11
ANNEX A (TO SCHEDULE I)
[None.]
I-12
SCHEDULE II
GROUND LEASE REPRESENTATIONS AND WARRANTIES
With respect to each Mortgage Loan secured by a leasehold interest (except
with respect to any Mortgage Loan also secured by a fee interest in the related
Mortgaged Property), the Seller represents and warrants the following with
respect to the related Ground Lease:
1. Such Ground Lease or a memorandum thereof has been or will be duly
recorded no later than 30 days after the Closing Date and such Ground Lease
permits the interest of the lessee thereunder to be encumbered by the
related Mortgage or, if consent of the lessor thereunder is required, it
has been obtained prior to the Closing Date.
2. Upon the foreclosure of the Mortgage Loan (or acceptance of a deed
in lieu thereof), the Mortgagor's interest in such ground lease is
assignable to the mortgagee under the leasehold estate and its assigns
without the consent of the lessor thereunder (or, if any such consent is
required, it has been obtained prior to the Closing Date).
3. Such Ground Lease may not be amended, modified, canceled or
terminated without the prior written consent of the mortgagee and any such
action without such consent is not binding on the mortgagee, its successors
or assigns, except termination or cancellation if (a) an event of default
occurs under the Ground Lease, (b) notice thereof is provided to the
mortgagee and (c) such default is curable by the mortgagee as provided in
the Ground Lease but remains uncured beyond the applicable cure period.
4. To the actual knowledge of the Seller, at the Closing Date, such
Ground Lease is in full force and effect and other than payments due but
not yet 30 days or more delinquent, (a) there is no material default, and
(b) there is no event which, with the passage of time or with notice and
the expiration of any grace or cure period, would constitute a material
default under such Ground Lease.
5. The ground lease or ancillary agreement between the lessor and the
lessee requires the lessor to give notice of any default by the lessee to
the mortgagee. The ground lease or ancillary agreement further provides
that no notice given is effective against the mortgagee unless a copy has
been given to the mortgagee in a manner described in the ground lease or
ancillary agreement.
6. The ground lease (a) is not subject to any liens or encumbrances
superior to, or of equal priority with, the Mortgage, subject, however, to
only the Title Exceptions or (b) is subject to a subordination,
non-disturbance and attornment agreement to which the mortgagee on the
lessor's fee interest in the Mortgaged Property is subject.
7. A mortgagee is permitted a reasonable opportunity (including, where
necessary, sufficient time to gain possession of the interest of the lessee
under the ground
II-1
lease) to cure any curable default under such Ground Lease before the
lessor thereunder may terminate such Ground Lease.
8. Such Ground Lease has an original term (together with any extension
options, whether or not currently exercised, set forth therein all of which
can be exercised by the mortgagee if the mortgagee acquires the lessee's
rights under the Ground Lease) that extends not less than 20 years beyond
the Stated Maturity Date.
9. Under the terms of such Ground Lease, any estoppel or consent
letter received by the mortgagee from the lessor, and the related Mortgage,
taken together, any related insurance proceeds or condemnation award (other
than in respect of a total or substantially total loss or taking) will be
applied either to the repair or restoration of all or part of the related
Mortgaged Property, with the mortgagee or a trustee appointed by it having
the right to hold and disburse such proceeds as repair or restoration
progresses, or to the payment or defeasance of the outstanding principal
balance of the Mortgage Loan, together with any accrued interest (except in
cases where a different allocation would not be viewed as commercially
unreasonable by any commercial mortgage lender, taking into account the
relative duration of the ground lease and the related Mortgage and the
ratio of the market value of the related Mortgaged Property to the
outstanding principal balance of such Mortgage Loan).
10. The ground lease does not impose any restrictions on subletting
that would be viewed as commercially unreasonable by a prudent commercial
lender.
11. The ground lessor under such Ground Lease is required to enter
into a new lease upon termination of the Ground Lease for any reason,
including the rejection of the Ground Lease in bankruptcy.
II-2
SCHEDULE III
------------
EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES (SET FORTH IN SCHEDULE I)
Representation #8
-----------------
--------------- --------------------------------- --------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
--------------- --------------------------------- --------------------------------------------------------------------
60 Shoppes at Fontana With respect to the loan listed to the left, certain portions of
the related mortgaged property leased by Albertson's, are subject
to a right of first refusal of the tenant to purchase the mortgaged
property in the event of a sale by the mortgagor of the mortgaged
property or any portion thereof. It is an event of default under
the related mortgage loan documents for mortgagor to transfer or
sell all or any portion of the mortgaged property without the
consent of mortgagee.
--------------- --------------------------------- --------------------------------------------------------------------
Representation #17
------------------
--------------- --------------------------------- --------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
--------------- --------------------------------- --------------------------------------------------------------------
47 Orthopaedic Specialty Center With respect to the loan listed to the left, there is currently an
existing subordinate debt in the amount of $1,200,000 secured by
the related mortgaged property. The second mortgage has been
subordinated to the loan and is subject to a subordination and
standstill agreement.
--------------- --------------------------------- --------------------------------------------------------------------
92 0000 00xx Xxxxxx With respect to the loan listed to the left, the mortgage loan
documents permit the related mortgagor to incur future subordinate
debt in the maximum aggregate amount of $3,000,000 to be secured by
the related mortgaged property, provided that certain conditions
set forth in the mortgage loan documents are satisfied, including,
among other things: (i) all documentation evidencing the
indebtedness must be approved by the mortgagee, (ii) the maximum
outstanding principal balance of the debt when combined with the
loan may not exceed 40% of the appraised value of the mortgaged
property, (iii) the minimum debt service coverage ratio is 3.40x,
(iv) all parties must execute an intercreditor agreement acceptable
to mortgagee and (v) the mortgagor must pay all of mortgagee's
costs and expenses related to the subordinate debt.
--------------- --------------------------------- --------------------------------------------------------------------
III-1
Representation #19
------------------
--------------- --------------------------------- --------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
--------------- --------------------------------- --------------------------------------------------------------------
00 Xxxxxxxx Xxxxx Xxx Xxxxx I environmental consultant reported that the mortgaged
property has been impacted by an on site gas station and former
drycleaning operation. The Phase I environmental consultant
reported that the mortgaged property is currently listed by the
state regulatory agency as a leaking underground storage tank
("LUST") site and it is eligible for state funded cleanup
assistance under the state petroleum restoration insurance program
once the identified responsible party pays the one-time deductible
of $10,000 required by the state cleanup program. In addition, the
Phase I consultant reported that the mortgaged property has been
impacted by a former drycleaning operation and has been admitted in
the state drycleaning solvent cleanup program which makes it
eligible for state-administered assessment and remediation. The
Phase I environmental consultant recommended that the responsible
party for the petroleum impact pay the one time deductible of
$10,000 so that the on-site gasoline station contamination can be
remediated through the state funded drycleaning solvent cleanup
program. In addition, the Phase I environmental consultant
recommended that the drycleaning operation impacts be assessed and
remediated in accordance with the state funded drycleaning solvent
cleanup program. The mortgagee did not require a reserve, given the
sponsor's significant financial strength ($123MM net worth) and the
relatively small amounts required to follow the environmental
consultant's recommendations relative to property net cash flow.
--------------- --------------------------------- --------------------------------------------------------------------
29 Concourse Village Shopping The Phase I environmental consultant reported that the mortgaged
Center property has been impacted by a drycleaning operation. The Phase I
environmental consultant reported that a soil sample indicating the
presence of drycleaning constituents was submitted to the state
regulatory agency. The Phase I environmental consultant recommended
that the on-site drycleaning impacts be delineated and remediated
in accordance with the state-administrated drycleaning solvents
cleanup program which is estimated to required the payment of a
one-time deductible ranging between $1,000 and $10,000 depending on
when the facility was admitted to the state-administered
drycleaning solvents cleanup program. The mortgagee did not require
a reserve, given the sponsor's significant financial strength
($123MM net worth), the relatively small amounts required to follow
the environmental consultant's recommendations relative to property
net cash flow, and the tenant's liability for such remedial
actions.
--------------- --------------------------------- --------------------------------------------------------------------
37 KFC - Freeport, NY The Phase I environmental consultant reported that the mortgaged
property's groundwater has likely been impacted by a neighboring
property's drycleaning and petroleum contaminant spills. The Phase
I environmental consultant recommended no further action or
investigation because the mortgaged property is served by a public
water utility, the mortgaged property had no known history of
on-site dry cleaning and was not suspected of having caused or
contributed to the contaminant source, and the mortgaged property
was viewed as unlikely to be held financially responsible for
cleanup of contamination known to have migrated onto the property
from an off-site source that the mortgaged property owner
apparently did not cause or contribute to.
--------------- --------------------------------- --------------------------------------------------------------------
III-2
--------------- --------------------------------- --------------------------------------------------------------------
67 West Village Commons The Phase I environmental consultant reported that the mortgaged
property has been impacted by a former drycleaning operation. The
Phase I environmental consultant reported that the mortgaged
property applied to and was determined eligible for the
state-administered drycleaning solvent cleanup program. The Phase I
environmental consultant noted that correspondence from the state
regulatory agency concluded that the cost for the cleanup of the
mortgaged property will be "absorbed at the expense of the
Hazardous Waste Management Trust Fund," minus a $1,000 deductible
payable by the applicant. Because it was determined that current
state priority for cleanup of the mortgaged property is low and the
small deductible amount, no money was collected at closing.
--------------- --------------------------------- --------------------------------------------------------------------
Representation #23
------------------
--------------- --------------------------------- --------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
--------------- --------------------------------- --------------------------------------------------------------------
11 Village West Shopping Center With respect to the loan listed to the left, the related mortgage
loan documents permit the transfer of all of the tenant-in-common
ownership interests in the mortgaged property to one of the
existing tenant-in-common mortgagors without the mortgagee's
consent subject to the satisfaction of certain conditions as set
forth in the mortgage loan documents.
--------------- --------------------------------- --------------------------------------------------------------------
59 Bloomfield Self Storage With respect to the loans listed to the left, the related mortgage
00 Xxxxxxx Xxxxxxx loan documents permit the transfer of limited partnership interests
61 Storage USA - Xxxxxxx Blvd in the limited partner of the related mortgagor without the consent
14 Arena Towers of mortgagee, pursuant to the terms and subject to the satisfaction
of certain conditions as set forth in the mortgage loan documents.
--------------- --------------------------------- --------------------------------------------------------------------
Representation #26
------------------
--------------- --------------------------------- --------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
--------------- --------------------------------- --------------------------------------------------------------------
40 KFC - Amityville With respect to the loans listed to the left, which are
43 KFC - Bayshore cross-collateralized and cross-defaulted with each other, the
33 KFC - Central Islip respective mortgage loan documents entitle the related mortgagor(s)
34 KFC - Deer Park to obtain a release of one or more of the related mortgaged
44 KFC - Farmingdale properties from the related lien and a corresponding termination of
37 KFC - Freeport the subject cross-collateralization, subject in each case, to the
36 KFC - Greenvale following conditions, among others: (a) the defeasance of the
35 KFC - Hempstead mortgage loan(s) in an amount equal to 125% of the portion of the
39 KFC - Huntington total loan amount allocated to the property or properties being
38 KFC - Patchogue released; (b) the remaining properties must satisfy a debt service
42 KFC - Smithtown coverage ratio of 1.2x, and (c) the remaining properties must
32 KFC - Staten Island generate sales in an amount equal to $669.00 per square foot.
41 KFC - Westbury
--------------- --------------------------------- --------------------------------------------------------------------
III-3
Representation #37
------------------
--------------- --------------------------------- --------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
--------------- --------------------------------- --------------------------------------------------------------------
0 Xxxxx Xxxxx Xxxxxxxx Xxxxxx With respect to the loan listed to the left, as of the closing date
of the loan, the related mortgaged property did not have all
certificates of occupancy, as construction of certain tenant
improvements were still ongoing. At closing, a tenant improvement
holdback reserve was established in the amount of $2,597,047 to
address outstanding tenant improvement expenses.
--------------- --------------------------------- --------------------------------------------------------------------
Representation #46
------------------
--------------- --------------------------------- --------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
--------------- --------------------------------- --------------------------------------------------------------------
47 Orthopedic Specialty Center With respect to the loan listed to the left, there is currently an
existing subordinate debt in the amount of $1,200,000 secured by
the related mortgaged property. The second mortgage has been
subordinated to the loan and is subject to a subordination and
standstill agreement.
--------------- --------------------------------- --------------------------------------------------------------------
92 0000 00xx Xxxxxx With respect to the loan listed to the left, the mortgage loan
documents permit future subordinated debt in the maximum aggregate
amount of $3,000,000 to be secured by the related mortgaged
property, provided that certain conditions set forth in the
mortgage loan documents are satisfied, including, among other
things: (i) all documentation evidencing the indebtedness must be
approved by the mortgagee, (ii) the maximum outstanding principal
balance of the debt when combined with the loan may not exceed 40%
of the appraised value of the mortgaged property, (iii) the minimum
debt service coverage ratio is 3.40x, (iv) all parties must execute
an intercreditor agreement in form and substance acceptable to
mortgagee, and (v) the mortgagor must pay all of mortgagee's costs
and expenses related to subordinate debt.
--------------- --------------------------------- --------------------------------------------------------------------
III-4
EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES (SET FORTH IN SCHEDULE II)
Representation #3
-----------------
--------------- --------------------------------- --------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
--------------- --------------------------------- --------------------------------------------------------------------
000 Xxx Xxxxx Xxxxx With respect to one parcel of the related mortgaged property
secured by a leasehold interest in a sub-ground lease, the
sublessor is not prohibited from amending, modifying, canceling or
terminating the sub-ground lease without the prior consent of
mortgagee. It is an event of default under the mortgage loan
documents for mortgagor to materially amend or modify or cancel or
terminate the sub-ground lease without mortgagee's prior consent.
The value of the leasehold parcel was not considered in the
underwriting of this loan.
--------------- --------------------------------- --------------------------------------------------------------------
Representation #8
-----------------
--------------- --------------------------------- --------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
--------------- --------------------------------- --------------------------------------------------------------------
00 Xxxx Xxxxx Office Building With respect to the loan listed to the left, the ground lease
expires June 1, 2007 and the stated maturity date is July 11, 2014.
However, the related mortgage loan documents require the mortgagor
to exercise an option it has under the ground lease to acquire the
fee estate for $43,000 by June 1, 2007. If mortgagor does not
effectuate the purchase option, mortgagee may exercise the option
as mortgagor's attorney in fact or may declare an event of default
under the mortgage loan documents. Mortgagor has escrowed with
mortgagee sufficient funds to exercise the purchase option.
--------------- --------------------------------- --------------------------------------------------------------------
000 Xxx Xxxxx Xxxxx With respect to one parcel of the related mortgaged property
secured by a leasehold interest in a sub-ground lease, the term of
the sub-ground lease extends only 15 years beyond the stated
maturity date of the related loan. The value of the leasehold
parcel was not considered in the underwriting of this loan.
--------------- --------------------------------- --------------------------------------------------------------------
Representation #9
-----------------
--------------- --------------------------------- --------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
--------------- --------------------------------- --------------------------------------------------------------------
99 Mattydale Shopping Center With respect to one parcel secured by a leasehold interest, the
ground lease and the related ground lessor's estoppel are silent
with respect to the application of insurance proceeds or
condemnation awards. The related mortgage loan documents provide
that any such insurance proceeds or condemnation awards be applied
to the restoration of the related mortgaged property or to the
reduction of the indebtedness secured by the related mortgage.
--------------- --------------------------------- --------------------------------------------------------------------
III-5
--------------- --------------------------------- --------------------------------------------------------------------
47 Orthopaedic Specialty Center With respect to the loan listed to the left, the related ground
lease provides for insurance proceeds or condemnation awards to be
used for restoration, rather than the reduction of any indebtedness
securing the related mortgaged property.
--------------- --------------------------------- --------------------------------------------------------------------
000 Xxx Xxxxx Xxxxx With respect to one parcel secured by a leasehold interest, the
related sub-ground lease provides for insurance proceeds or
condemnation awards to be used for restoration, rather than the
reduction of any indebtedness securing the related mortgaged
property. The value of the leasehold parcel was not considered in
the underwriting of this loan.
--------------- --------------------------------- --------------------------------------------------------------------
Representation #11
------------------
--------------- --------------------------------- --------------------------------------------------------------------
Loan
Number Loan Name Description of Exception
--------------- --------------------------------- --------------------------------------------------------------------
97 Gateway Center Office With respect to the loan listed to the left, the ground lessor
under the ground lease, which constitutes a portion of the
mortgaged property, is not required to enter into a new lease upon
termination of the ground lease due to rejection of the ground
lease in bankruptcy.
--------------- --------------------------------- --------------------------------------------------------------------
47 Orthopaedic Specialty Center With respect to the loan listed to the left, the ground lessor
under the ground lease is not required to enter into a new lease
upon termination of the ground lease due to rejection of the ground
lease in bankruptcy.
--------------- --------------------------------- --------------------------------------------------------------------
000 Xxx Xxxxx Xxxxx With respect to one parcel secured by a leasehold interest, the
sub-ground lessor under the related sub-ground lease, is not
required to enter into a new lease upon termination of the
sub-ground lease due to rejection of the sub-ground lease in
bankruptcy. The value of the leasehold parcel was not considered in
the underwriting of this loan.
--------------- --------------------------------- --------------------------------------------------------------------
III-6
EXHIBIT A
MORTGAGE LOAN SCHEDULE
MORTGAGE MORTGAGE LOAN
CONTOL LOAN LOAN GROUP
NUMBER NUMBER SELLER NUMBER LOAN / PROPERTY NAME PROPERTY ADDRESS
--------------------------------------------------------------------------------------------------------------------------------
1 7009300 CGM 0 Xxxxxx Xxxxx 0000 Xxxxxxxxx Xxxxxx
2 7009609 CGM 0 Xxxxx Xxxxx Xxxxxxxx Xxxxxx 00-000 Xxxx 000xx Street
3 7008786 CGM 0 Xxxxxxx Xxxxxxxxxxx 000 Xxxxxx Xxxxx
--------------------------------------------------------------------------------------------------------------------------------
Xxxxxxxxxx Office Portfolio
4 7009892 CGM 0 Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxxx 901 & 905 Calle Amanecer
5 7009891 CGM 1 Orchard Technology Park 0, 0, 0, 00 & 00 Xxxxxxx Xxxx
6 7009890 CGM 1 Spectrum Pointe Office One Spectrum Pointe Drive
--------------------------------------------------------------------------------------------------------------------------------
7 7010465 CGM 1 000 XX 0xx Xxxxxx 000 Xxxxxxxxx Xxxxx Xxxxxx
8 7008193 CGM 0 Xxxxxx-Xxxxx Xxxxxxx Xxxxx Xxxxxx and Route 81
9 7009515 CGM 0 Xxx Xxxxxx Xxxxxxxxxx 0000 Xxx Xxxxxx Xxxxxx
10 7010357 CGM 1 Williamsburg Shopping Center 0000 Xxxxxxxx Xxxx
11 7011196 CGM 0 Xxxxxxx Xxxx Xxxxxxxx Xxxxxx 0000-0000 Xxxx Xxxxxxx Avenue
13 7011416 CGM 1 000 Xxxxxxx Xxxxxx 000 Xxxxxxx Xxxxxx
14 7011000 CGM 0 Xxxxx Xxxxxx 0000-0000 Xxxxxxxxx Xxxxxxx
15 7011177 CGM 1 Dadeland Towers 9200, 9300, 0000 Xxxxx Xxxxxxxx
Xxxxxxxxx
16 7009668 CGM 0 Xxxxx Xxxx Xxxxxxxxxxx X.X. Xxxxx 0 at Lanes Mill Road
17 7010121 CGM 1 One American Place 000 Xxxx Xxxxxx
18 7010114 CGM 2 Channel Islands Village 0000 Xxxxx Xxxxxx
--------------------------------------------------------------------------------------------------------------------------------
Region Center/Denver Distribution Center
19 7011397 CGM 0 Xxxxxx Xxxxxx 0000-0000 Xxxxxx Xxxxx
20 7011378 CGM 1 Denver Distribution Center 00000 Xxxx 00xx Xxxxxx
--------------------------------------------------------------------------------------------------------------------------------
21 7010817 CGM 0 Xxxxxxxxx Xxxxx 3502 Southeast Federal Highway
22 7010773 CGM 2 Aspen Ridge Apartments 000 Xxxxx Xxxxxx
23 7010777 CGM 2 Hills of Aberdeen Apartments 000 Xxxxxxxxx Xxxxx
24 7010987 CGM 1 Ceres Group Building 00000 Xxxxxxxx Xxxx
26 7009758 CGM 0 Xxxxxx Xxx Xxxxxxxxx 0000 Xxxxx 00xx Xxxxxx
27 7009882 CGM 1 DEA Santa Xxx 0000 Xxxx Xxxxx Xxxxxx
29 7010818 CGM 0 Xxxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx 00 Xxxx Xxxxxxxxxx Xxxx
30 7010385 CGM 0 Xxxx Xxxxx XX 0000 Xxxxxx Xxxxxxxxx
31 7011098 CGM 0 XxxxxXxxxxxxx Xxxxx 000 Xxxxxxxxx 00xx Xxxxxx
--------------------------------------------------------------------------------------------------------------------------------
KFC Portfolio
32 7010031 CGM 1 KFC - Staten Island, NY 1453 Forest Avenue
33 7010029 CGM 0 XXX - Xxxxxxx Xxxxx, XX 000 Xxxx Xxxxxxx Xxxxxx
34 7010036 CGM 0 XXX - Xxxx Xxxx, XX 0000 Xxxx Xxxx Xxxxxx
35 7010030 CGM 1 KFC - Hempstead, NY 00 Xxxxxxxxx Xxxxxx
36 7010038 CGM 1 KFC - Greenvale, NY 00 Xxxx Xxxx Xxxx
37 7010034 CGM 1 KFC - Freeport, NY 000 Xxxxx Xxxx Xxxxxx
38 7009687 CGM 1 KFC - Patchogue, NY 000 Xxxx Xxxx Xxxxxx
39 7010033 CGM 1 KFC - Huntington, NY 000 Xxxx Xxxxxxx Xxxxxxxx
40 7010037 CGM 1 KFC - Amityville, NY 000 Xxxxx Xxxxxxxx
41 7010028 CGM 1 KFC - Westbury, NY 000 Xxx Xxxxxxx Xxxx
42 7010027 CGM 1 KFC - Commack, NY 1164 Jericho Turnpike
43 7010032 CGM 1 KFC - Bayshore, NY 000 Xxxx Xxxx Xxxxxx
44 7010035 CGM 1 KFC - Farmingdale, NY 5002 Hempstead Turnpike
--------------------------------------------------------------------------------------------------------------------------------
45 7010607 CGM 1 000 Xxxxx Xxxxxx Xxxx 000 Xxxxx Xxxxxx Xxxx
46 7010007 CGM 1 Village at Collin Creek 000-000 Xxxx Xxxxx Xxxxxxx
47 7011128 CGM 1 Orthopaedic Specialty Center One Orthopedic Drive
48 7010072 CGM 1 Silverdale Shopping Center 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxxxx
MORTGAGE
CONTOL LOAN
NUMBER NUMBER CITY STATE ZIP CODE
------------------------------------------------------------------------
1 7009300 Bethesda MD 20814
2 7009609 Bronx NY 10463
3 7008786 Xxx Xxxxxx XX 00000
------------------------------------------------------------------------
4 7009892 Xxx Xxxxxxxx XX 00000
5 7009891 Xxxx Xxxxxx XX 00000
6 7009890 Xxxx Xxxxxx XX 00000
------------------------------------------------------------------------
7 7010465 Xxxxxxxx XX 00000
8 7008193 Xxxxxx-Xxxxx XX 00000
9 7009515 Xxxx Xxxxx XX 00000
10 7010357 Xxxxxxxxxxxx XX 00000
11 7011196 Xxxxx XX 00000
13 7011416 Xxx Xxxx XX 00000
14 7011000 Xxxxxxx XX 00000
15 7011177 Xxxxx XX 00000
16 7009668 Xxxxxx XX 00000
17 7010121 Xxxxx Xxxxx XX 00000
18 7010114 Xxxxxx XX 00000
------------------------------------------------------------------------
19 7011397 Xxxxxxxx XX 00000
20 7011378 Xxxxxx XX 00000
------------------------------------------------------------------------
21 7010817 Xxxxxx XX 00000
22 7010773 Homewood AL 35209
23 7010777 Valparaiso IN 46385
24 7010987 Xxxxxxxxxxxx XX 00000
26 7009758 Xxxxxxx XX 00000
27 7009882 Xxxxx Xxx XX 00000
29 7010818 Xxxxxxx XX 00000
30 7010385 Xxxxxxxxxxxx XX 00000
31 7011098 Xxxxx XX 00000
------------------------------------------------------------------------
32 7010031 Xxxxxx Xxxxxx XX 00000
33 7010029 Central Xxxxx XX 00000
34 7010036 Xxxx Xxxx XX 00000
35 7010030 Xxxxxxxxx XX 00000
36 7010038 Xxxxxxxxx XX 00000
37 7010034 Xxxxxxxx XX 00000
38 7009687 Xxxxxxxxx XX 00000
39 7010033 Xxxxxxxxxx XX 00000
Station
40 7010037 Xxxxxxxxxx XX 00000
41 7010028 Xxxxxxxx XX 00000
42 7010027 Commack XX 00000
43 7010032 Xxx Xxxxx XX 00000
44 7010035 Xxxxxxxxxxx XX 00000
------------------------------------------------------------------------
45 7010607 Xxxxxxxx XX 00000
46 7010007 Xxxxx XX 00000
47 7011128 Xxxxxxx XX 00000
48 7010072 Xxxxxxxxxx XX 00000
A-1
MORTGAGE MORTGAGE LOAN
CONTOL LOAN LOAN GROUP
NUMBER NUMBER SELLER NUMBER LOAN / PROPERTY NAME PROPERTY ADDRESS
--------------------------------------------------------------------------------------------------------------------------
49 7010290 CGM 1 Nantucket Storage Center 6 Sun Island Road
--------------------------------------------------------------------------------------------------------------------------
South Towne Mall/Skyline Point
Apartments
51 7009532 CGM 0 Xxxxx Xxxxx Xxxx 0000-0000 Xxxx Xxxxxxxx
52 7009531 CGM 0 Xxxxxxx Xxxxx Xxxxxxxxxx 000 Xxxxxxx Xxxx Xxxxxxx
--------------------------------------------------------------------------------------------------------------------------
54 7011504 CGM 0 Xxxxxx Xxxx Xxxxxxxxxx 0000 Xxxxx Xxxxxx
56 7010648 CGM 0 Xxxxxxxxx Xxxxxx 11370 -11390 Southeast 82nd Avenue
57 7011100 CGM 0 Xxxxxxxxxx Xxxxxxxx Xxxx 0000-0000 Xxxxx Xxxxxxx Boulevard
59 7009828 CGM 1 Bloomfield Self Storage 000 Xxxxx Xxxxxx
60 7008471 CGM 1 Shoppes at Fontana 16055-16075 Foothill Boulevard
61 7009489 CGM 1 Storage USA-Xxxxxxx Blvd 000-00 Xxxxxxx Xxxx
62 7009613 CGM 0 Xxxx Xxxxx 00000 Xxxxxx'x Xxxxx Xxxx
63 7010992 CGM 1 Xxxxxxx Business Park 8804, 8826, 0000 Xxxxx 00xx Xxxxxx
64 7010048 CGM 0 Xxxxxxx Xxxxxxx Xxxxxxxxxx 000 Xxxxx Xxx Xxxxxx
66 7009797 CGM 0 Xxx Xxxxx xx Xxxxxxxxxx Xxxxx 0000-0000, 1270-1280 and 0000 Xxxx
Xxxxxx
67 7010604 CGM 0 Xxxx Xxxxxxx Xxxxxxx 0000 Xxxxxxx Xxxx
69 7009621 CGM 1 The Marketplace of Warsaw 0000 Xxxxxxxx Xxxx
70 7009988 CGM 0 X Xxxxxx Xxxxxxxxxx 000 X Xxxxxx, Xxxxxxxxx
71 7010061 CGM 0 Xxxxxxx Xxxxxxxx 00-000 Xxxx Xxxxx Avenue & 000
Xxxxxxxxxx Xxxxxx
72 7010809 CGM 1 Xxxxxxx Estates 0000 Xxxx Xxxx Xxxx
73 7011603 CGM 0 Xxxxxxxx Xxxxxxxxx Xxxxx 0000 Xxxxxxxxx Xxxxxx Xxxxx
74 7011230 CGM 0 Xxxxxx Xxxxxx 0000 Xxxx Xxxxxx Xxxxx Xxxxxxx
75 7009721 CGM 0 Xxxxxxx Xxxxxx 12000-12090 Princeton Drive
76 7010460 CGM 1 Best Western Agate Beach Inn 0000 Xxxxx Xxxxx Xxxxxxx
77 7010440 CGM 1 Xxxxxx Spectrum Retail Center 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx and
0000 Xxxxxxxx Xxxxxx
78 7009948 CGM 1 0000 Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxx 0000 Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxx
79 7010248 CGM 0 Xxxxxxxx Xxxxx Xxxxxx Xxxxxxxx 0000 Xxxxxxxx Xxxxx
80 7010211 CGM 1 Xxxxxxxxx Field Business Park-Lots 1870, 1890 & 0000 Xxxxxxx Xxxxx
19, 20 & 21
81 7011097 CGM 2 Quaker Towers 000 Xxxxxxxx Xxxxxx
82 7010924 CGM 1 Chico Mobile Country Club 0000 Xxxxxx Xxxx
83 7009903 CGM 0 Xxxxxxx Xxxxxxx 0000 Xxxxx Xxxxx Xxxxxx
84 7010320 CGM 0 Xxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx 00000-00 Xxxxx Xxxx
85 7010679 CGM 0 Xxxxxxxxx Xxx 0000 Xxxxxx Xxxx
86 7009638 CGM 0 Xxxx Xxxxx Xxxxxx Xxxxxxxx 0000 and 0000 Xxxxxxx Xxxxx
87 7010124 CGM 0 Xxxxxxx Xxxxx Xxxxxxxxx Xxxxxx 00000 Xxxxxxx Xxxx
88 7010167 CGM 0 Xxxx Xxxxxxxxxx Xxxxx II 000 Xxxx Xxxxx
89 7010966 CGM 1 Wenatchee Top Foods 00 Xxxxx Xxxx
90 7010744 CGM 1 84 October Hill Road, Building 7 84 October Hill Road
91 7010691 CGM 1 Borders Books and Music 000 Xxxxxx Xxxxxxxx
92 7011635 CGM 1 0000 00xx Xxxxxx 0000 00xx Xxxxxx, XX
94 7009332 CGM 1 0000 Xxxxxx Xxxxxx 0000 Xxxxxx Xxxxxx
95 7009810 CGM 0 Xxxxxx Xxxx 0000 X'Xxxxxx Xxxxx
96 7009769 CGM 0 Xxxxxxxx Xxxxx 0000-0000 Xxxxx Xxxxxxxx Road
97 7010208 CGM 0 Xxxxxxx Xxxxxx Xxxxxx 000 Xxxx Xxxxxx Xxxxxxx
99 7009602 CGM 0 Xxxxxxxxx Xxxxxxxx Xxxxxx 0000 Xxxxxxxxx Xxxx
100 7010234 CGM 1 00 Xxxxxx Xxxxxx 00 Xxxxxx Xxxxxx
101 7009996 CGM 0 Xxx Xxxxx Xxxxx 000 Xxxxxxxxx Xxxxx
102 7010828 CGM 0 Xxxxxxxx Xxxxxxxxxx 0000 Xxxxx Xxxxx
103 7008551 CGM 0 Xxx Xxxxx Xxxxxxxxxx 000 Xxxxxxxx Xxxxx
104 7009486 CGM 0 Xxxx Xxxx Xxxxx Xxxxxxxx 0000 Xxxxxx Xxxxx
MORTGAGE
CONTOL LOAN
NUMBER NUMBER CITY STATE ZIP CODE
-------------------------------------------------------------------------
49 7010290 Xxxxxxxxx XX 00000
-----------------------------------------------------------------------
51 7009532 Xxxxxx XX 00000
52 7009531 Xxxxxxx XX 00000
-----------------------------------------------------------------------
54 7011504 Xxxxx Xxxxxx XX 00000
Beach
56 7010648 Xxxxxxxx XX 00000
57 7011100 Xxxxxxx XX 00000
59 7009828 Xxxxxxxxxx XX 00000
60 7008471 Xxxxxxx XX 00000
61 7009489 Xxxxxxx XX 00000
62 7009613 Xxxxxxx XX 00000
63 7010992 Xxxxxxx XX 00000
64 7010048 Liditz PA 17543
66 7009797 Xxxxxxxxxx XX 00000
67 7010604 Xxxxx XX 00000
69 7009621 Warsaw IN 46580
70 7009988 Xxxxxxxxxx XX 00000
71 7010061 Xxxxxx XX 00000
72 7010809 Xxxxxxx XX 00000
Estates
73 7011603 Xxxxxxxxx XX 00000
74 7011230 Xxxxxx XX 00000
75 7009721 Xxxxxxx XX 00000
76 7010460 Xxxxxxx XX 00000
77 7010440 Xxx Xxxxx XX 00000
78 7009948 Xxxxxxx XX 00000
79 7010248 Xxxxxxx XX 00000
80 7010211 Xx Xxxxx XX 00000
81 7011097 Xxxx Xxxxxxx XX 00000
82 7010924 Xxxxx XX 00000
83 7009903 Xxxxxxx XX 00000
84 7010320 Xxxxxxxxxxx XX 00000
85 7010679 Xxxxxxxx Xxxxx XX 00000
86 7009638 Xxxxxxxxxx XX 00000
87 7010124 Xxxxxx XX 00000
88 7010167 Xxxxxxxxxxxx XX 00000
89 7010966 Xxxx Xxxxxxxxx XX 00000
90 7010744 Xxxxxxxxx XX 00000
91 7010691 Xxxxxxxxxx XX 00000
92 7011635 Xxxxxxxxxx XX 00000
94 7009332 Xxxx Xxxxxxx XX 00000
95 7009810 Xxx Xxxxx XX 00000
96 7009769 Xxxxxxxx XX 00000
97 7010208 Xxxxxxxxx XX 00000
99 7009602 Xxxxxxxxx XX 00000
100 7010234 Xxxxxxxx XX 00000
101 7009996 Annapolis MD 21403
102 7010828 Xxxxxxx XX 00000
103 7008551 Xxxxxx XX 00000
104 7009486 Xxxxxxxx XX 00000
A-2
CUT-OFF CROSS
MORTGAGE MORTGAGE LOAN DATE COLLATERALIZED MASTER
CONTOL LOAN LOAN GROUP PRINCIPAL (MORTGAGE MORTGAGE SERVICING
NUMBER NUMBER SELLER NUMBER LOAN / PROPERTY NAME BALANCE LOAN GROUP) RATE FEE RATE
------------------------------------------------------------------------------------------------------------------------
1 7009300 CGM 1 Artery Plaza 51,650,000.00 No 6.4300% 0.0400%
2 7009609 CGM 0 Xxxxx Xxxxx Xxxxxxxx Xxxxxx 43,500,000.00 No 5.7800% 0.0400%
3 7008786 CGM 1 Xxxxxxx Marketplace 41,745,503.84 No 5.5920% 0.0400%
------------------------------------------------------------------------------------------------------------------------
California Office Portfolio
4 7009892 CGM 0 Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxxx 12,514,838.00 Yes (C1) 5.0750% 0.0400%
5 7009891 CGM 1 Orchard Technology Park 12,246,662.91 Yes (C1) 5.0750% 0.0400%
6 7009890 CGM 1 Spectrum Pointe Office 10,627,679.85 Yes (C1) 5.0750% 0.0400%
------------------------------------------------------------------------------------------------------------------------
7 7010465 CGM 1 000 XX 0xx Xxxxxx 25,479,292.73 No 5.8160% 0.0400%
8 7008193 CGM 1 Xxxxxx-Xxxxx Commons 23,133,584.75 No 5.9525% 0.0400%
9 7009515 CGM 1 Bay Harbor Apartments 23,000,000.00 No 5.5000% 0.0400%
10 7010357 CGM 1 Williamsburg Shopping Center 22,000,000.00 No 5.5650% 0.0400%
11 7011196 CGM 1 Village West Shopping Center 21,550,000.00 No 5.5000% 0.0700%
13 7011416 CGM 1 000 Xxxxxxx Xxxxxx 20,000,000.00 No 4.9200% 0.0400%
14 7011000 CGM 1 Arena Towers 19,920,000.00 No 5.6500% 0.0400%
15 7011177 CGM 1 Dadeland Towers 19,725,000.00 No 5.5400% 0.0700%
16 7009668 CGM 0 Xxxxx Xxxx Xxxxxxxxxxx 19,486,969.28 No 5.8200% 0.0400%
17 7010121 CGM 1 One American Place 19,000,000.00 No 5.0800% 0.0400%
18 7010114 CGM 2 Channel Islands Village 18,414,027.23 No 5.8800% 0.0400%
------------------------------------------------------------------------------------------------------------------------
Region Center/Denver
Distribution Center
19 7011397 CGM 1 Region Center 10,107,500.00 Yes (C2) 5.4200% 0.1000%
20 7011378 CGM 1 Denver Distribution Center 7,640,000.00 Yes (C2) 5.3800% 0.1000%
------------------------------------------------------------------------------------------------------------------------
21 7010817 CGM 1 Wedgewood Plaza 17,150,447.68 No 5.5700% 0.0400%
22 7010773 CGM 2 Aspen Ridge Apartments 16,728,113.09 No 5.3000% 0.0400%
23 7010777 CGM 2 Hills of Aberdeen Apartments 16,500,000.00 No 5.4500% 0.0400%
24 7010987 CGM 1 Ceres Group Building 16,481,939.81 No 5.5000% 0.0400%
26 7009758 CGM 0 Xxxxxx Xxx Xxxxxxxxx 15,300,000.00 No 6.1000% 0.0400%
27 7009882 CGM 1 DEA Santa Xxx 15,147,502.68 No 6.3410% 0.0400%
29 7010818 CGM 1 Concourse Village Shopping 14,720,302.93 No 5.5700% 0.0400%
Center
30 7010385 CGM 2 Cape House II 14,429,821.83 No 5.7000% 0.0400%
31 7011098 CGM 1 InterAmerican Plaza 14,000,000.00 No 5.6100% 0.1000%
------------------------------------------------------------------------------------------------------------------------
KFC Portfolio
32 7010031 CGM 1 KFC - Staten Island, NY 1,674,762.80 Yes (C3) 6.3800% 0.0400%
33 7010029 CGM 1 KFC - Central Islip, NY 1,394,395.12 Yes (C3) 6.3800% 0.0400%
34 7010036 CGM 1 KFC - Deer Park, NY 1,004,857.68 Yes (C3) 6.3800% 0.0400%
35 7010030 CGM 1 KFC - Hempstead, NY 987,489.73 Yes (C3) 6.3800% 0.0400%
36 7010038 CGM 1 KFC - Greenvale, NY 986,249.18 Yes (C3) 6.3800% 0.0400%
37 7010034 CGM 1 KFC - Freeport, NY 925,709.62 Yes (C3) 6.3800% 0.0400%
38 7009687 CGM 1 KFC - Patchogue, NY 874,598.37 Yes (C3) 6.3800% 0.0400%
39 7010033 CGM 1 KFC - Huntington, NY 874,598.37 Yes (C3) 6.3800% 0.0400%
40 7010037 CGM 1 KFC - Amityville, NY 874,598.37 Yes (C3) 6.3800% 0.0400%
41 7010028 CGM 1 KFC - Westbury, NY 791,976.75 Yes (C3) 6.3800% 0.0400%
42 7010027 CGM 1 KFC - Commack, NY 725,730.56 Yes (C3) 6.3800% 0.0400%
43 7010032 CGM 1 KFC - Bayshore, NY 657,995.70 Yes (C3) 6.3800% 0.0400%
44 7010035 CGM 1 KFC - Farmingdale, NY 632,688.18 Yes (C3) 6.3800% 0.0400%
------------------------------------------------------------------------------------------------------------------------
45 7010607 CGM 1 000 Xxxxx Xxxxxx Xxxx 12,000,000.00 No 5.7800% 0.0400%
46 7010007 CGM 1 Village at Collin Creek 11,250,534.87 No 6.1400% 0.1000%
47 7011128 CGM 1 Orthopaedic Specialty Center 10,558,176.36 No 5.4500% 0.0400%
48 7010072 CGM 1 Silverdale Shopping Center 10,262,912.12 No 6.0920% 0.0400%
INTEREST
ADDITIONAL RESERVE
MORTGAGE ARD INTEREST MORTGAGE
CONTOL LOAN LOAN RATE AFTER LOAN
NUMBER NUMBER (YES/NO)? ARD ARD (YES/NO)? LOAN TYPE
----------------------------------------------------------------------------------
1 7009300 Yes Partial
IO/Balloon
2 7009609 Yes Partial
IO/Balloon
3 7008786 Yes Balloon
----------------------------------------------------------------------------------
4 7009892 Yes Balloon
5 7009891 Yes Balloon
6 7009890 Yes Balloon
----------------------------------------------------------------------------------
7 7010465 Yes Balloon
8 7008193 Yes Balloon
9 7009515 Yes Interest Only
10 7010357 Yes Partial
IO/Balloon
11 7011196 Yes Partial
IO/Balloon
13 7011416 Yes Interest Only
14 7011000 Yes Partial
IO/Balloon
15 7011177 Yes Partial
IO/Balloon
16 7009668 Yes Balloon
17 7010121 Yes Interest Only
18 7010114 Yes Balloon
----------------------------------------------------------------------------------
19 7011397 Yes 10/11/09 10.4200% Yes IO/ARD
20 7011378 Yes 10/11/09 10.3800% Yes IO/ARD
----------------------------------------------------------------------------------
21 7010817 Yes Balloon
22 7010773 Yes Balloon
23 7010777 Yes Partial
IO/Balloon
24 7010987 Yes 11/11/11 2% plus Yes ARD
initial rate
26 7009758 Yes Partial
IO/Balloon
27 7009882 Yes Balloon
29 7010818 Yes Balloon
30 7010385 Yes Balloon
31 7011098 Yes Partial
IO/Balloon
----------------------------------------------------------------------------------
32 7010031 Yes Balloon
33 7010029 Yes Balloon
34 7010036 Yes Balloon
35 7010030 Yes Balloon
36 7010038 Yes Balloon
37 7010034 Yes Balloon
38 7009687 Yes Balloon
39 7010033 Yes Balloon
40 7010037 Yes Balloon
41 7010028 Yes Balloon
42 7010027 Yes Balloon
43 7010032 Yes Balloon
44 7010035 Yes Balloon
----------------------------------------------------------------------------------
45 7010607 Yes Partial
IO/Balloon
46 7010007 Yes Balloon
47 7011128 Yes Balloon
48 7010072 Yes 08/11/14 The greater Yes ARD
of 2% + existing
rate or 3% over
treasuries
A-3
CUT-OFF CROSS
MORTGAGE MORTGAGE LOAN DATE COLLATERALIZED MASTER
CONTOL LOAN LOAN GROUP PRINCIPAL (MORTGAGE MORTGAGE SERVICING
NUMBER NUMBER SELLER NUMBER LOAN / PROPERTY NAME BALANCE LOAN GROUP) RATE FEE RATE
--------------------------------------------------------------------------------------------------------------------------
49 7010290 CGM 1 Nantucket Storage Center 9,962,997.62 No 5.9700% 0.0400%
--------------------------------------------------------------------------------------------------------------------------
South Towne Mall/Skyline Point
Apartments
51 7009532 CGM 0 Xxxxx Xxxxx Xxxx 5,601,394.40 Yes (C4) 6.3200% 0.0400%
52 7009531 CGM 1 Skyline Point Apartments 4,141,277.14 Yes (C4) 6.0200% 0.0400%
--------------------------------------------------------------------------------------------------------------------------
54 7011504 CGM 2 Xxxxxx Xxxx Apartments 9,269,804.24 No 5.4800% 0.0400%
56 7010648 CGM 0 Xxxxxxxxx Xxxxxx 9,000,000.00 No 5.9500% 0.1000%
57 7011100 CGM 0 Xxxxxxxxxx Xxxxxxxx Xxxx 8,972,439.62 No 5.6300% 0.1000%
59 7009828 CGM 1 Bloomfield Self Storage 8,856,051.08 No 5.6100% 0.0400%
60 7008471 CGM 1 Shoppes at Fontana 8,809,985.32 No 6.0000% 0.1000%
61 7009489 CGM 1 Storage USA-Xxxxxxx Blvd 8,731,668.30 No 5.6100% 0.0400%
62 7009613 CGM 1 Gulf Plaza 8,325,000.00 No 5.2800% 0.1000%
63 7010992 CGM 1 Xxxxxxx Business Park 8,267,620.30 No 5.7300% 0.1000%
64 7010048 CGM 0 Xxxxxxx Xxxxxxx Apartments 8,100,000.00 No 6.0900% 0.0700%
66 7009797 CGM 0 Xxx Xxxxx xx Xxxxxxxxxx Xxxxx 7,800,000.00 No 5.1400% 0.0400%
67 7010604 CGM 0 Xxxx Xxxxxxx Xxxxxxx 7,573,049.72 No 6.1600% 0.0800%
69 7009621 CGM 1 The Marketplace of Warsaw 7,417,312.11 No 6.1300% 0.0400%
70 7009988 CGM 1 H Street Connection 7,211,919.31 No 6.2400% 0.0400%
71 7010061 CGM 1 Station Holdings 6,956,553.30 No 5.4500% 0.1000%
72 7010809 CGM 1 Xxxxxxx Estates 6,956,000.00 No 5.4800% 0.0400%
73 7011603 CGM 0 Xxxxxxxx Xxxxxxxxx Hotel 6,800,000.00 No 6.4000% 0.0400%
74 7011230 CGM 1 Valley Centre 6,300,000.00 No 5.4400% 0.0400%
75 7009721 CGM 0 Xxxxxxx Xxxxxx 6,023,516.48 No 6.1400% 0.0600%
76 7010460 CGM 1 Best Western Agate Beach Inn 5,991,579.05 No 6.1800% 0.1000%
77 7010440 CGM 1 Xxxxxx Spectrum Retail Center 5,983,031.10 No 6.0100% 0.1000%
78 7009948 CGM 1 1611 Xxxxxxxxx Industrial 5,971,220.27 No 5.7400% 0.1000%
Boulevard
79 7010248 CGM 0 Xxxxxxxx Xxxxx Xxxxxx Xxxxxxxx 5,767,000.00 No 6.2000% 0.0700%
80 7010211 CGM 1 Xxxxxxxxx Field Business 5,721,571.75 No 5.4000% 0.0400%
Park-Lots 19, 20 & 21
81 7011097 CGM 2 Quaker Towers 5,700,486.48 No 5.1000% 0.0400%
82 7010924 CGM 1 Chico Mobile Country Club 5,633,645.75 No 5.9000% 0.0400%
83 7009903 CGM 1 Edenton Village 5,595,740.57 No 6.2000% 0.0400%
84 7010320 CGM 1 Cantera Commons Shopping Center 5,573,619.16 No 5.8200% 0.0800%
85 7010679 CGM 1 Fairfield Inn 5,416,891.41 No 6.6200% 0.0400%
86 7009638 CGM 0 Xxxx Xxxxx Office Building 5,326,635.08 No 6.1500% 0.0900%
87 7010124 CGM 1 Preston North Financial Center 5,250,000.00 No 5.6800% 0.0400%
88 7010167 CGM 2 Bard Townhouses Phase II 5,239,875.91 No 5.7600% 0.0400%
89 7010966 CGM 1 Wenatchee Top Foods 5,190,060.18 No 5.8000% 0.1000%
90 7010744 CGM 1 00 Xxxxxxx Xxxx Xxxx, Xxxxxxxx 0 5,184,821.30 No 5.8600% 0.0400%
91 7010691 CGM 1 Borders Books and Music 5,031,685.25 No 6.0600% 0.0400%
92 7011635 CGM 1 0000 00xx Xxxxxx 5,000,000.00 No 5.0400% 0.0400%
94 7009332 CGM 1 0000 Xxxxxx Xxxxxx 4,854,541.82 No 6.3200% 0.0400%
95 7009810 CGM 2 Pebble Cove 4,800,000.00 No 5.5500% 0.0400%
96 7009769 CGM 0 Xxxxxxxx Xxxxx 4,537,348.57 No 6.0900% 0.1000%
97 7010208 CGM 1 Gateway Center Office 4,481,941.75 No 5.6000% 0.0400%
99 7009602 CGM 1 Mattydale Shopping Center 3,978,751.56 No 6.1900% 0.0400%
100 7010234 CGM 1 00 Xxxxxx Xxxxxx 3,689,040.32 No 5.7900% 0.0400%
101 7009996 CGM 0 Xxx Xxxxx Xxxxx 3,489,609.40 No 5.5000% 0.0400%
102 7010828 CGM 2 Hoodview Apartments 3,489,058.66 No 5.5300% 0.0400%
103 7008551 CGM 2 Oak Xxxxx Apartments 2,862,404.89 No 5.7600% 0.1000%
104 7009486 CGM 0 Xxxx Xxxx Xxxxx Xxxxxxxx 2,642,457.70 No 5.9800% 0.0800%
INTEREST
ADDITIONAL RESERVE
MORTGAGE ARD INTEREST MORTGAGE
CONTOL LOAN LOAN RATE AFTER LOAN
NUMBER NUMBER (YES/NO)? ARD ARD (YES/NO)? LOAN TYPE
------------------------------------------------------------------------------
49 7010290 Yes Balloon
------------------------------------------------------------------------------
Partial
IO/Balloon
51 7009532 Yes Balloon
52 7009531 Yes Balloon
------------------------------------------------------------------------------
54 7011504 Yes Balloon
56 7010648 Yes Partial
IO/Balloon
57 7011100 Yes Balloon
59 7009828 Yes Balloon
60 7008471 Yes Balloon
61 7009489 Yes Balloon
62 7009613 Yes Partial
IO/Balloon
63 7010992 Yes Balloon
64 7010048 Yes Partial
IO/Balloon
66 7009797 Yes Partial
IO/Balloon
67 7010604 Yes Balloon
69 7009621 Yes Balloon
70 7009988 Yes Balloon
71 7010061 Yes Balloon
72 7010809 Yes Partial
IO/Balloon
73 7011603 Yes Balloon
74 7011230 Yes Partial
IO/Balloon
75 7009721 Yes Balloon
76 7010460 Yes Balloon
77 7010440 Yes Balloon
78 7009948 Yes Balloon
79 7010248 Yes Partial
IO/Balloon
80 7010211 Yes Balloon
81 7011097 Yes Balloon
82 7010924 Yes Balloon
83 7009903 Yes Balloon
84 7010320 Yes Balloon
85 7010679 Yes Balloon
86 7009638 Yes Balloon
87 7010124 Yes Partial
IO/Balloon
88 7010167 Yes Balloon
89 7010966 Yes 10/11/14 Greater of Yes ARD
2% plus Rate
or 3% plus
annualized yield
90 7010744 Yes Balloon
91 7010691 Yes Balloon
92 7011635 Yes Interest Only
94 7009332 Yes Balloon
95 7009810 Yes Balloon
96 7009769 Yes Balloon
97 7010208 Yes Balloon
99 7009602 Yes Balloon
100 7010234 Yes Balloon
101 7009996 Yes Balloon
102 7010828 Yes Balloon
103 7008551 Yes Balloon
104 7009486 Yes Balloon
A-4
PERIODIC ORIGINAL
PAYMENT ON TERM TO
MORTGAGE MORTGAGE LOAN SCHEDULED FIRST DUE MATURITY
CONTROL LOAN LOAN GROUP GRACE MATURITY DATE AFTER / ARD
NUMBER NUMBER SELLER NUMBER LOAN / PROPERTY NAME PERIOD DATE CLOSING (MONTHS)
---------------------------------------------------------------------------------------------------------------------------
1 7009300 CGM 1 Artery Plaza 0 07/11/19 285,983.18 180
2 7009609 CGM 0 Xxxxx Xxxxx Xxxxxxxx Xxxxxx 0 09/11/14 216,509.17 120
3 7008786 CGM 1 Xxxxxxx Marketplace 0 06/11/14 240,901.34 120
---------------------------------------------------------------------------------------------------------------------------
California Office Portfolio
4 7009892 CGM 0 Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxxx 0 06/11/14 68,218.24 120
5 7009891 CGM 1 Orchard Technology Park 0 06/11/14 66,756.42 120
6 7009890 CGM 1 Spectrum Pointe Office 0 06/11/14 57,931.37 120
---------------------------------------------------------------------------------------------------------------------------
7 7010465 CGM 1 000 XX 0xx Xxxxxx 0 07/11/14 150,469.72 120
8 7008193 CGM 1 Xxxxxx-Xxxxx Commons 0 09/11/14 138,388.02 120
9 7009515 CGM 1 Bay Harbor Apartments 0 09/11/09 108,930.56 60
10 7010357 CGM 1 Williamsburg Shopping Center 0 09/11/14 105,425.83 120
11 7011196 CGM 1 Village West Shopping Center 0 10/11/14 102,063.19 120
13 7011416 CGM 1 000 Xxxxxxx Xxxxxx 5 11/11/14 84,733.33 120
14 7011000 CGM 1 Arena Towers 0 12/11/14 96,916.33 120
15 7011177 CGM 1 Dadeland Towers 0 12/11/14 94,099.21 120
16 7009668 CGM 0 Xxxxx Xxxx Xxxxxxxxxxx 0 06/11/14 115,253.35 120
17 7010121 CGM 1 One American Place 0 12/11/09 83,114.44 60
18 7010114 CGM 2 Channel Islands Village 0 07/11/14 109,493.61 120
---------------------------------------------------------------------------------------------------------------------------
Region Center/Denver Distribution
Center
19 7011397 CGM 1 Region Center 0 10/11/34 47,173.95 61
20 7011378 CGM 1 Denver Distribution Center 0 10/11/34 35,394.42 60
---------------------------------------------------------------------------------------------------------------------------
21 7010817 CGM 0 Xxxxxxxxx Xxxxx 0 08/11/14 98,530.89 120
22 7010773 CGM 2 Aspen Ridge Apartments 0 08/11/09 93,291.18 60
23 7010777 CGM 2 Hills of Aberdeen Apartments 0 10/11/14 77,435.42 120
24 7010987 CGM 1 Ceres Group Building 0 11/11/34 93,685.19 84
26 7009758 CGM 1 Desert Sky Esplanade 0 07/11/19 80,367.50 180
27 7009882 CGM 1 DEA Santa Xxx 0 07/11/19 112,645.02 180
29 7010818 CGM 1 Concourse Village Shopping 0 08/11/14 84,569.49 120
Center
30 7010385 CGM 2 Cape House II 5 07/01/14 84,158.06 120
31 7011098 CGM 1 InterAmerican Plaza 0 09/11/14 67,631.67 120
---------------------------------------------------------------------------------------------------------------------------
KFC Portfolio
32 7010031 CGM 1 KFC - Staten Island, NY 0 05/11/14 10,933.55 120
33 7010029 CGM 0 XXX - Xxxxxxx Xxxxx, XX 0 05/11/14 9,103.19 120
34 7010036 CGM 0 XXX - Xxxx Xxxx, XX 0 05/11/14 6,560.13 120
35 7010030 CGM 1 KFC - Hempstead, NY 0 05/11/14 6,446.75 120
36 7010038 CGM 1 KFC - Greenvale, NY 0 05/11/14 6,438.65 120
37 7010034 CGM 1 KFC - Freeport, NY 0 05/11/14 6,043.42 120
38 7009687 CGM 1 KFC - Patchogue, NY 0 05/11/14 5,709.74 120
39 7010033 CGM 1 KFC - Huntington, NY 0 05/11/14 5,709.74 120
40 7010037 CGM 1 KFC - Amityville, NY 0 05/11/14 5,709.74 120
41 7010028 CGM 1 KFC - Westbury, NY 0 05/11/14 5,170.35 120
42 7010027 CGM 1 KFC - Commack, NY 0 05/11/14 4,737.87 120
43 7010032 CGM 1 KFC - Bayshore, NY 0 05/11/14 4,295.67 120
44 7010035 CGM 1 KFC - Farmingdale, NY 0 05/11/14 4,130.45 120
---------------------------------------------------------------------------------------------------------------------------
45 7010607 CGM 1 000 Xxxxx Xxxxxx Xxxx 0 09/11/14 59,726.67 120
46 7010007 CGM 1 Village at Collin Creek 0 07/11/14 68,769.64 120
47 7011128 CGM 1 Orthopaedic Specialty Center 0 10/11/14 59,740.59 120
48 7010072 CGM 1 Silverdale Shopping Center 0 08/11/34 62,364.25 120
STATED REMAINING
ORIGINAL TERM TO STATED
MORTGAGE AMORTIZATION MATURITY / REMAINING DEFEASANCE
CONTROL LOAN TERM ARD AMORTIZATION LOAN
NUMBER NUMBER (MONTHS) (MONTHS) TERM (MONTHS) (YES/NO)?
------------------------------------------------------------------------
1 7009300 360 175 360 Yes
2 7009609 360 117 360 Yes
3 7008786 360 114 354 Yes
------------------------------------------------------------------------
4 7009892 360 114 354 Yes
5 7009891 360 114 354 Yes
6 7009890 360 114 354 Yes
------------------------------------------------------------------------
7 7010465 360 115 355 Yes
8 7008193 360 117 357 Yes
9 7009515 Interest 57 Interest Only Yes
Only
10 7010357 360 117 360 Yes
11 7011196 360 118 360 Yes
13 7011416 Interest 119 Interest Only Yes
Only
14 7011000 360 120 360 No
15 7011177 360 120 360 Yes
16 7009668 360 114 354 Yes
17 7010121 Interest 60 Interest Only Yes
Only
18 7010114 360 115 355 Yes
-----------------------------------------------------------------------
19 7011397 Interest 58 Interest Only Yes
Only
20 7011378 Interest 58 Interest Only Yes
Only
------------------------------------------------------------------------
21 7010817 360 116 356 Yes
22 7010773 360 56 356 Yes
23 7010777 360 118 360 Yes
24 7010987 360 83 359 Yes
26 7009758 360 175 360 Yes
27 7009882 240 175 235 Yes
29 7010818 360 116 356 Yes
30 7010385 360 115 355 Yes
31 7011098 360 117 360 Yes
------------------------------------------------------------------------
32 7010031 324 113 317 Yes
33 7010029 324 113 317 Yes
34 7010036 324 113 317 Yes
35 7010030 324 113 317 Yes
36 7010038 324 113 317 Yes
37 7010034 324 113 317 Yes
38 7009687 324 113 317 Yes
39 7010033 324 113 317 Yes
40 7010037 324 113 317 Yes
41 7010028 324 113 317 Yes
42 7010027 324 113 317 Yes
43 7010032 324 113 317 Yes
44 7010035 324 113 317 Yes
------------------------------------------------------------------------
45 7010607 360 117 360 Yes
46 7010007 360 115 355 Yes
47 7011128 360 118 358 Yes
48 7010072 360 116 356 Yes
A-5
PERIODIC ORIGINAL
PAYMENT ON TERM TO
MORTGAGE MORTGAGE LOAN SCHEDULED FIRST DUE MATURITY
CONTROL LOAN LOAN GROUP GRACE MATURITY DATE AFTER / ARD
NUMBER NUMBER SELLER NUMBER LOAN / PROPERTY NAME PERIOD DATE CLOSING (MONTHS)
---------------------------------------------------------------------------------------------------------------------------
49 7010290 CGM 1 Nantucket Storage Center 0 08/11/14 59,762.31 120
---------------------------------------------------------------------------------------------------------------------------
South Towne Mall/Skyline Point
Apartments
51 7009532 CGM 1 South Towne Mall 0 07/11/14 34,890.59 120
52 7009531 CGM 1 Skyline Point Apartments 0 07/11/14 24,994.82 120
---------------------------------------------------------------------------------------------------------------------------
54 7011504 CGM 2 Xxxxxx Xxxx Apartments 0 11/11/14 52,574.43 120
56 7010648 CGM 0 Xxxxxxxxx Xxxxxx 0 08/11/14 46,112.50 120
57 7011100 CGM 0 Xxxxxxxxxx Xxxxxxxx Xxxx 0 09/11/14 51,837.49 120
59 7009828 CGM 1 Bloomfield Self Storage 0 07/11/09 51,149.16 60
60 7008471 CGM 1 Shoppes at Fontana 0 07/11/14 53,060.22 120
61 7009489 CGM 1 Storage XXX-Xxxxxxx Xxxx 0 07/11/09 50,430.78 60
62 7009613 CGM 0 Xxxx Xxxxx 0 04/11/14 37,851.00 120
63 7010992 CGM 1 Xxxxxxx Business Park 0 08/11/09 48,331.15 60
64 7010048 CGM 2 Newport Commons Apartments 0 09/11/14 42,477.75 120
66 7009797 CGM 0 Xxx Xxxxx xx Xxxxxxxxxx Xxxxx 0 11/11/14 34,523.67 120
67 7010604 CGM 1 West Village Commons 0 08/11/14 46,350.56 120
69 7009621 CGM 1 The Marketplace of Warsaw 0 07/11/14 45,291.08 120
70 7009988 CGM 1 H Street Connection 0 06/11/14 44,592.35 120
71 7010061 CGM 1 Station Holdings 0 06/11/14 39,657.44 120
72 7010809 CGM 1 Xxxxxxx Estates 0 08/11/09 32,644.89 60
73 7011603 CGM 1 Marriott Courtyard Hotel 0 12/11/14 45,490.09 120
74 7011230 CGM 1 Valley Centre 0 10/11/14 29,512.00 120
75 7009721 CGM 0 Xxxxxxx Xxxxxx 0 07/11/14 36,819.14 120
76 7010460 CGM 1 Best Western Agate Beach Inn 0 11/11/14 39,320.95 120
77 7010440 CGM 1 Xxxxxx Spectrum Retail Center 0 09/11/14 36,011.62 120
78 7009948 CGM 1 1611 Xxxxxxxxx Industrial 0 07/11/14 34,976.26 120
Boulevard
79 7010248 CGM 0 Xxxxxxxx Xxxxx Xxxxxx Xxxxxxxx 0 07/11/14 30,789.37 120
80 7010211 CGM 1 Xxxxxxxxx Field Business 0 09/11/14 32,231.87 120
Park-Lots 19, 20 & 21
81 7011097 CGM 2 Quaker Towers 0 09/11/09 31,056.73 60
82 7010924 CGM 1 Chico Mobile Country Club 0 09/11/14 33,512.21 120
83 7009903 CGM 1 Edenton Village 0 07/11/14 34,420.76 120
84 7010320 CGM 1 Cantera Commons Shopping Center 0 07/11/14 32,929.53 120
85 7010679 CGM 1 Fairfield Inn 0 11/11/14 37,030.99 120
86 7009638 CGM 0 Xxxx Xxxxx Xxxxxx Xxxxxxxx 0 07/11/14 32,593.71 120
87 7010124 CGM 1 Preston North Financial Center 0 06/11/11 25,678.33 84
88 7010167 CGM 2 Bard Townhouses Phase II 0 10/11/14 30,670.93 120
89 7010966 CGM 1 Wenatchee Top Foods 0 10/11/34 30,511.16 120
90 7010744 CGM 1 00 Xxxxxxx Xxxx Xxxx, Xxxxxxxx 0 09/11/14 30,710.13 120
7
91 7010691 CGM 1 Borders Books and Music 0 08/11/14 30,472.38 120
92 7011635 CGM 1 0000 00xx Xxxxxx 0 11/11/13 21,700.00 108
94 7009332 CGM 1 0000 Xxxxxx Xxxxxx 0 07/11/14 30,238.51 120
95 7009810 CGM 2 Pebble Cove 0 12/11/14 27,404.64 120
96 7009769 CGM 0 Xxxxxxxx Xxxxx 0 09/11/14 27,543.38 120
97 7010208 CGM 1 Gateway Center Office 0 08/11/14 25,833.55 120
99 7009602 CGM 1 Mattydale Shopping Center 0 06/11/14 24,472.81 120
100 7010234 CGM 1 00 Xxxxxx Xxxxxx 0 09/11/14 21,686.31 120
101 7009996 CGM 0 Xxx Xxxxx Xxxxx 0 10/11/14 21,493.06 120
102 7010828 CGM 2 Hoodview Apartments 0 09/11/14 19,938.54 120
103 7008551 CGM 2 Oak Xxxxx Apartments 0 11/01/13 16,942.04 120
104 7009486 CGM 0 Xxxx Xxxx Xxxxx Xxxxxxxx 0 09/11/14 15,854.03 120
STATED REMAINING
ORIGINAL TERM TO STATED
MORTGAGE AMORTIZATION MATURITY / REMAINING DEFEASANCE
CONTROL LOAN TERM ARD AMORTIZATION LOAN
NUMBER NUMBER (MONTHS) (MONTHS) TERM (MONTHS) (YES/NO)?
------------------------------------------------------------------------
49 7010290 360 116 356 Yes
------------------------------------------------------------------------
51 7009532 360 115 355 Yes
52 7009531 360 115 355 Yes
------------------------------------------------------------------------
54 7011504 360 119 359 Yes
56 7010648 360 116 360 Yes
57 7011100 360 117 357 Yes
59 7009828 360 55 355 Yes
60 7008471 360 115 355 Yes
61 7009489 360 55 355 Yes
62 7009613 360 112 360 Yes
63 7010992 360 56 356 Yes
64 7010048 360 117 360 Yes
66 7009797 360 119 360 Yes
67 7010604 360 116 356 Yes
69 7009621 360 115 355 Yes
70 7009988 360 114 354 Yes
71 7010061 360 114 354 Yes
72 7010809 360 56 360 Yes
73 7011603 300 120 300 Yes
74 7011230 360 118 360 Yes
75 7009721 360 115 355 Yes
76 7010460 300 119 299 Yes
77 7010440 360 117 357 Yes
78 7009948 360 115 355 Yes
79 7010248 360 115 360 Yes
80 7010211 360 117 357 Yes
81 7011097 360 57 357 Yes
82 7010924 360 117 357 Yes
83 7009903 360 115 355 Yes
84 7010320 360 115 355 Yes
85 7010679 300 119 299 Yes
86 7009638 360 115 355 Yes
87 7010124 360 78 360 Yes
88 7010167 360 118 358 Yes
89 7010966 360 118 358 Yes
90 7010744 360 117 357 Yes
91 7010691 360 116 356 No
92 7011635 Interest 107 Interest Only Yes
Only
94 7009332 360 115 355 Yes
95 7009810 360 120 360 Yes
96 7009769 360 117 357 Yes
97 7010208 360 116 356 Yes
99 7009602 360 114 354 Yes
100 7010234 360 117 357 Yes
101 7009996 300 118 298 Yes
102 7010828 360 117 357 Yes
103 7008551 360 107 347 Yes
104 7009486 360 117 357 Yes
A-6
MORTGAGE MORTGAGE LOAN
CONTROL LOAN LOAN GROUP BORROWERS PROPERTY PROPERTY
NUMBER NUMBER SELLER NUMBER LOAN / PROPERTY NAME INTEREST SIZE SIZE TYPE
---------------------------------------------------------------------------------------------------------------
1 7009300 CGM 1 Artery Plaza Fee Simple 270,975 SF
2 7009609 CGM 0 Xxxxx Xxxxx Xxxxxxxx Xxxxxx Fee Simple 102,577 SF
3 7008786 CGM 1 Xxxxxxx Marketplace Fee Simple 164,597 SF
---------------------------------------------------------------------------------------------------------------
California Office Portfolio
4 7009892 CGM 0 Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxxx Fee Simple 81,597 SF
5 7009891 CGM 1 Orchard Technology Park Fee Simple 101,922 SF
6 7009890 CGM 1 Spectrum Pointe Office Fee Simple 71,987 SF
---------------------------------------------------------------------------------------------------------------
7 7010465 CGM 1 000 XX 0xx Xxxxxx Fee Simple 208,374 SF
8 7008193 CGM 1 Xxxxxx-Xxxxx Commons Fee Simple 167,050 SF
9 7009515 CGM 1 Bay Harbor Apartments Fee Simple 339 Units
10 7010357 CGM 1 Williamsburg Shopping Center Fee in part 249,184 SF
Leasehold in
part
11 7011196 CGM 1 Village West Shopping Center Fee Simple 168,915 SF
13 7011416 CGM 1 000 Xxxxxxx Xxxxxx Fee Simple 169,869 SF
14 7011000 CGM 1 Arena Towers Fee Simple 816,544 SF
15 7011177 CGM 1 Dadeland Towers Fee Simple 241,757 SF
16 7009668 CGM 0 Xxxxx Xxxx Xxxxxxxxxxx Fee Simple 69,368 SF
17 7010121 CGM 1 One American Place Fee Simple 332,450 SF
18 7010114 CGM 2 Channel Islands Village Fee Simple 214 Units
---------------------------------------------------------------------------------------------------------------
19 7011397 CGM 1 Region Center Fee Simple 291,564 SF
20 7011378 CGM 1 Denver Distribution Center Fee Simple 210,600 SF
---------------------------------------------------------------------------------------------------------------
21 7010817 CGM 1 Wedgewood Plaza Fee Simple 151,705 SF
22 7010773 CGM 2 Aspen Ridge Apartments Fee Simple 642 Units
23 7010777 CGM 2 Hills of Aberdeen Apartments Fee Simple 172 Units
24 7010987 CGM 1 Ceres Group Building Fee Simple 125,006 SF
26 7009758 CGM 0 Xxxxxx Xxx Xxxxxxxxx Fee Simple 160,011 SF
27 7009882 CGM 1 DEA Santa Xxx Fee Simple 39,905 SF
29 7010818 CGM 1 Concourse Village Shopping Fee Simple 128,970 SF
Center
30 7010385 CGM 2 Cape House II Fee Simple 239 Units
31 7011098 CGM 1 InterAmerican Plaza Fee Simple 163,023 SF
---------------------------------------------------------------------------------------------------------------
KFC Portfolio
32 7010031 CGM 1 KFC - Staten Island, NY Fee Simple 2,408 SF
33 7010029 CGM 0 XXX - Xxxxxxx Xxxxx, XX Fee Simple 2,440 SF
34 7010036 CGM 0 XXX - Xxxx Xxxx, XX Fee Simple 1,578 SF
35 7010030 CGM 1 KFC - Hempstead, NY Fee Simple 2,600 SF
36 7010038 CGM 1 KFC - Greenvale, NY Fee Simple 2,079 SF
37 7010034 CGM 1 KFC - Freeport, NY Fee Simple 2,015 SF
38 7009687 CGM 1 KFC - Patchogue, NY Fee Simple 2,136 SF
39 7010033 CGM 1 KFC - Huntington, NY Fee Simple 2,204 SF
40 7010037 CGM 1 KFC - Amityville, NY Fee Simple 2,397 SF
41 7010028 CGM 1 KFC - Westbury, NY Fee Simple 2,079 SF
42 7010027 CGM 1 KFC - Commack, NY Fee Simple 2,054 SF
43 7010032 CGM 1 KFC - Bayshore, NY Fee Simple 1,608 SF
44 7010035 CGM 1 KFC - Farmingdale, NY Fee Simple 1,632 SF
---------------------------------------------------------------------------------------------------------------
45 7010607 CGM 1 000 Xxxxx Xxxxxx Xxxx Fee Simple 85,446 SF
46 7010007 CGM 1 Village at Collin Creek Fee Simple 123,782 SF
47 7011128 CGM 1 Orthopaedic Specialty Center Leasehold 45,819 SF
48 7010072 CGM 1 Silverdale Shopping Center Fee Simple 104,002 SF
ESCROWED
ANNUAL
MORTGAGE REAL ESCROWED
CONTROL LOAN ESTATE ANNUAL
NUMBER NUMBER LOCKBOX (YES/NO)? TAXES INSURANCE
---------------------------------------------------------------------------------
1 7009300 Yes, In-Place Hard 618,087 80,072
2 7009609 Yes, In-Place Soft; Springing Hard 136,359 90,548
3 7008786 No 525,618 61,456
---------------------------------------------------------------------------------
4 7009892 Yes, In-Place Hard, Springing Cash 92,394 13,608
Management
5 7009891 Yes, In-Place Hard, Springing Cash 150,222 11,782
Management
6 7009890 Yes, In-Place Hard, Springing Cash 93,831 10,955
Management
---------------------------------------------------------------------------------
7 7010465 Yes, Springing Hard 260,277 70,639
8 7008193 Yes, Springing Hard 260,497 84,698
9 7009515 Yes, In-Place Soft; Springing Hard 51,039 229,055
10 7010357 No 53,650 0
11 7011196 Yes, Springing Hard 249,269 39,907
13 7011416 No 0 0
14 7011000 No 808,122 238,499
15 7011177 Yes, In-Place Hard 452,402 84,017
16 7009668 No 125,200 31,277
17 7010121 No 479,856 81,509
18 7010114 No 97,296 62,719
--------------------------------------------------------------------------------
19 7011397 Yes, In-Place Hard 122,410 83,612
20 7011378 Yes, In-Place Hard 106,835 41,332
--------------------------------------------------------------------------------
21 7010817 Yes, Springing Hard 276,100 0
22 7010773 No 211,615 170,368
23 7010777 No 200,313 0
24 7010987 Yes, In-Place Hard 0 0
26 7009758 No 204,427 35,088
27 7009882 No 175,703 12,000
29 7010818 Yes, Springing Hard 217,530 0
30 7010385 No 304,007 0
31 7011098 No 217,267 135,997
--------------------------------------------------------------------------------
32 7010031 Yes, In-Place Hard 0 1,033
33 7010029 Yes, In-Place Hard 0 1,033
34 7010036 Yes, In-Place Hard 0 1,033
35 7010030 Yes, In-Place Hard 0 1,033
36 7010038 Yes, In-Place Hard 0 1,033
37 7010034 Yes, In-Place Hard 0 1,033
38 7009687 Yes, In-Place Hard 0 1,033
39 7010033 Yes, In-Place Hard 0 1,033
40 7010037 Yes, In-Place Hard 0 1,033
41 7010028 Yes, In-Place Hard 0 1,033
42 7010027 Yes, In-Place Hard 0 1,033
43 7010032 Yes, In-Place Hard 0 1,033
44 7010035 Yes, In-Place Hard 0 1,033
--------------------------------------------------------------------------------
45 7010607 No 241,667 36,559
46 7010007 Yes, In-Place Hard 272,370 33,491
47 7011128 No 133,491 29,738
48 7010072 No 92,387 20,885
A-7
MORTGAGE MORTGAGE LOAN
CONTROL LOAN LOAN GROUP BORROWERS PROPERTY PROPERTY
NUMBER NUMBER SELLER NUMBER LOAN / PROPERTY NAME INTEREST SIZE SIZE TYPE
---------------------------------------------------------------------------------------------------------------
49 7010290 CGM 1 Nantucket Storage Center Fee Simple 93,873 SF
---------------------------------------------------------------------------------------------------------------
South Towne Mall/Skyline Point
Apartments
51 7009532 CGM 1 South Towne Mall Fee Simple 102,634 SF
52 7009531 CGM 1 Skyline Point Apartments Fee Simple 88 Units
---------------------------------------------------------------------------------------------------------------
54 7011504 CGM 2 Xxxxxx Xxxx Apartments Fee Simple 172 Units
56 7010648 CGM 0 Xxxxxxxxx Xxxxxx Fee Simple 74,545 SF
57 7011100 CGM 0 Xxxxxxxxxx Xxxxxxxx Xxxx Fee Simple 123,375 SF
59 7009828 CGM 1 Bloomfield Self Storage Fee Simple 82,175 SF
60 7008471 CGM 1 Shoppes at Fontana Fee Simple 97,547 SF
(Note 5)
61 7009489 CGM 1 Storage USA-Xxxxxxx Blvd Fee Simple 51,135 SF
62 7009613 CGM 1 Gulf Plaza Fee Simple 120,651 SF
63 7010992 CGM 1 Xxxxxxx Business Park Fee Simple 121,519 SF
64 7010048 CGM 0 Xxxxxxx Xxxxxxx Apartments Fee Simple 102 Units
66 7009797 CGM 0 Xxx Xxxxx xx Xxxxxxxxxx Xxxxx Fee Simple 64 Units
67 7010604 CGM 1 West Village Commons Fee Simple 100,538 SF
69 7009621 CGM 1 The Marketplace of Warsaw Fee Simple 183,482 SF
70 7009988 CGM 1 H Street Connection Fee Simple 37,991 SF
71 7010061 CGM 1 Station Holdings Fee Simple 76,359 SF
72 7010809 CGM 1 Xxxxxxx Estates Fee Simple 108,700 SF
73 7011603 CGM 0 Xxxxxxxx Xxxxxxxxx Hotel Fee Simple 155 Rooms
74 7011230 CGM 1 Valley Centre Fee Simple 74,378 SF
75 7009721 CGM 0 Xxxxxxx Xxxxxx Fee Simple 23,741 SF
76 7010460 CGM 1 Best Western Agate Beach Inn Fee Simple 148 Rooms
77 7010440 CGM 1 Xxxxxx Spectrum Retail Center Fee Simple 15,259 SF
78 7009948 CGM 1 1611 Xxxxxxxxx Industrial Fee Simple 201,717 SF
Boulevard
79 7010248 CGM 0 Xxxxxxxx Xxxxx Xxxxxx Xxxxxxxx Xxx Xxxxxx 70,266 SF
80 7010211 CGM 1 Xxxxxxxxx Field Business Leasehold 69,447 SF
Park-Lots 19, 20 & 21
81 7011097 CGM 2 Quaker Towers Fee Simple 128 Units
82 7010924 CGM 1 Chico Mobile Country Club Fee Simple 178 Units
83 7009903 CGM 1 Edenton Village Fee Simple 105,900 SF
84 7010320 CGM 1 Cantera Commons Shopping Center Fee Simple 17,855 SF
85 7010679 CGM 1 Fairfield Inn Fee Simple 133 Rooms
86 7009638 CGM 0 Xxxx Xxxxx Office Building Leasehold 76,784 SF
87 7010124 CGM 1 Preston North Financial Center Fee Simple 82,199 SF
88 7010167 CGM 2 Bard Townhouses Phase II Fee Simple 66 Units
89 7010966 CGM 1 Wenatchee Top Foods Fee Simple 63,527 SF
90 7010744 CGM 1 84 October Hill Road, Building Fee Simple 113,661 SF
7
91 7010691 CGM 1 Borders Books and Music Fee Simple 24,500 SF
92 7011635 CGM 1 0000 00xx Xxxxxx Leasehold 168,507 SF
94 7009332 CGM 1 0000 Xxxxxx Xxxxxx Fee Simple 61,984 SF
95 7009810 CGM 2 Pebble Cove Fee Simple 90 Units
96 7009769 CGM 0 Xxxxxxxx Xxxxx Fee Simple 65,415 SF
97 7010208 CGM 1 Gateway Center Office Fee in part 26,239 SF
Leasehold in
part
99 7009602 CGM 1 Mattydale Shopping Center Leasehold 161,077 SF
100 7010234 CGM 1 00 Xxxxxx Xxxxxx Fee Simple 76,234 SF
101 7009996 CGM 0 Xxx Xxxxx Xxxxx Fee in part 64,309 SF
Leasehold in
part
102 7010828 CGM 2 Hoodview Apartments Fee Simple 150 Units
103 7008551 CGM 2 Oak Xxxxx Apartments Fee Simple 50 Units
104 7009486 CGM 0 Xxxx Xxxx Xxxxx Xxxxxxxx Fee Simple 26,041 SF
ESCROWED
ANNUAL
MORTGAGE REAL ESCROWED
CONTROL LOAN ESTATE ANNUAL
NUMBER NUMBER LOCKBOX (YES/NO)? TAXES INSURANCE
--------------------------------------------------------------------------------
49 7010290 No 69,716 66,008
--------------------------------------------------------------------------------
51 7009532 Yes, Springing Hard 90,673 14,960
52 7009531 No 49,434 16,577
--------------------------------------------------------------------------------
54 7011504 Yes, In Place Soft 74,474 111,544
56 7010648 Yes, Springing Hard 128,254 16,455
57 7011100 Yes, Springing Hard 65,973 50,703
59 7009828 Yes, Springing Soft 147,118 38,878
60 7008471 No 85,687 18,644
61 7009489 Yes, Springing Soft 93,620 36,696
62 7009613 Yes, Springing Hard 252,458 0
63 7010992 Yes, Springing Hard 208,160 31,197
64 7010048 Yes, Springing Hard 108,300 24,880
66 7009797 No 98,320 11,112
67 7010604 Yes, Springing Hard 143,901 53,252
69 7009621 Yes, Springing Hard 110,988 70,171
70 7009988 No 118,388 81,876
71 7010061 No 88,849 15,658
72 7010809 Yes, Springing Hard 185,974 17,828
73 7011603 No 113,785 57,925
74 7011230 No 186,920 13,463
75 7009721 No 29,515 5,269
76 7010460 No 96,094 50,588
77 7010440 No 51,844 5,596
78 7009948 No 62,154 20,171
79 7010248 No 49,275 15,143
80 7010211 No 86,247 13,825
81 7011097 Yes, In-Place Soft, Springing Hard 180,216 39,953
82 7010924 No 43,917 12,318
83 7009903 Yes, In-Place Hard 35,317 51,822
84 7010320 No 22,567 5,375
85 7010679 Yes, In-Place Hard 59,604 0
86 7009638 Yes, In-Place Soft, Springing Hard 0 17,336
87 7010124 Yes, Springing Hard 191,928 15,931
88 7010167 No 43,374 9,522
89 7010966 Yes, Springing Hard 0 0
90 7010744 No 45,624 15,128
91 7010691 No 0 4,828
92 7011635 No 0 0
94 7009332 Yes, Springing Hard 282,204 604
95 7009810 No 59,224 11,989
96 7009769 No 65,790 8,964
97 7010208 Yes, Springing Hard 42,507 0
99 7009602 Yes, Springing Hard 108,781 52,962
100 7010234 Yes, Springing Hard 110,221 0
101 7009996 Yes, Springing Hard 84,625 20,266
102 7010828 No 100,029 67,304
103 7008551 No 69,443 16,331
104 7009486 Yes, Springing Hard 31,866 19,936
A-8
ESCROWED
ESCROWED REPLACEMENT
MORTGAGE MORTGAGE LOAN REPLACEMENT RESERVES ESCROWED TI/LC
CONTROL LOAN LOAN GROUP RESERVES CURRENT ANNUAL RESERVES
NUMBER NUMBER SELLER NUMBER LOAN / PROPERTY NAME INITIAL DEPOSIT DEPOSIT INITIAL DEPOSIT
--------------------------------------------------------------------------------------------------------------------------
1 7009300 CGM 1 Artery Plaza 0 67,332 1,650,000
2 7009609 CGM 0 Xxxxx Xxxxx Xxxxxxxx Xxxxxx 0 15,576 2,597,047
3 7008786 CGM 1 Xxxxxxx Marketplace 0 16,000 0
--------------------------------------------------------------------------------------------------------------------------
California Office Portfolio
4 7009892 CGM 1 Pacific Pointe Corporate Centre 0 16,312 0
5 7009891 CGM 1 Orchard Technology Park 0 20,384 0
6 7009890 CGM 1 Spectrum Pointe Office 0 15,000 0
--------------------------------------------------------------------------------------------------------------------------
7 7010465 CGM 1 000 XX 0xx Xxxxxx 0 31,256 0
8 7008193 CGM 1 Xxxxxx-Xxxxx Commons 0 30,666 0
9 7009515 CGM 1 Bay Harbor Apartments 0 60,756 NAP
10 7010357 CGM 1 Williamsburg Shopping Center 0 37,487 0
11 7011196 CGM 1 Village West Shopping Center 0 29,389 0
13 7011416 CGM 1 000 Xxxxxxx Xxxxxx 0 0 0
14 7011000 CGM 1 Arena Towers 0 285,790 1,780,000
15 7011177 CGM 1 Dadeland Towers 1,225,000 48,351 1,200,000
16 7009668 CGM 0 Xxxxx Xxxx Xxxxxxxxxxx 0 21,638 0
17 7010121 CGM 1 One American Place 0 66,492 0
18 7010114 CGM 2 Channel Islands Village 0 54,000 NAP
--------------------------------------------------------------------------------------------------------------------------
Region Center/Denver Distribution Center
19 7011397 CGM 1 Region Center 668,700 29,156 250,000
20 7011378 CGM 1 Denver Distribution Center 0 21,060 526,500
--------------------------------------------------------------------------------------------------------------------------
21 7010817 CGM 1 Wedgewood Plaza 0 0 0
22 7010773 CGM 2 Aspen Ridge Apartments 0 160,500 NAP
23 7010777 CGM 2 Hills of Aberdeen Apartments 0 43,250 NAP
24 7010987 CGM 1 Ceres Group Building 0 15,001 500,000
26 7009758 CGM 0 Xxxxxx Xxx Xxxxxxxxx 35,000 0 0
27 7009882 CGM 1 DEA Santa Xxx 0 2,394 0
29 7010818 CGM 1 Concourse Village Shopping 0 0 0
Center
30 7010385 CGM 2 Cape House II 0 60,000 NAP
31 7011098 CGM 1 InterAmerican Plaza 0 32,607 0
--------------------------------------------------------------------------------------------------------------------------
KFC Portfolio
32 7010031 CGM 1 KFC - Staten Island, NY 0 2,256 0
33 7010029 CGM 1 KFC - Central Islip, NY 0 1,848 0
34 7010036 CGM 0 XXX - Xxxx Xxxx, XX 0 1,776 0
35 7010030 CGM 1 KFC - Hempstead, NY 0 2,100 0
36 7010038 CGM 1 KFC - Greenvale, NY 0 1,860 0
37 7010034 CGM 1 KFC - Freeport, NY 0 816 0
38 7009687 CGM 1 KFC - Patchogue, NY 0 1,968 0
39 7010033 CGM 1 KFC - Huntington, NY 0 1,824 0
40 7010037 CGM 1 KFC - Amityville, NY 0 1,836 0
41 7010028 CGM 1 KFC - Westbury, NY 0 1,944 0
42 7010027 CGM 1 KFC - Commack, NY 0 2,076 0
43 7010032 CGM 1 KFC - Bayshore, NY 0 2,112 0
44 7010035 CGM 1 KFC - Farmingdale, NY 0 732 0
--------------------------------------------------------------------------------------------------------------------------
45 7010607 CGM 1 000 Xxxxx Xxxxxx Xxxx 0 17,089 350,000
46 7010007 CGM 1 Village at Collin Creek 0 18,567 0
47 7011128 CGM 1 Orthopaedic Specialty Center 0 9,164 0
48 7010072 CGM 1 Silverdale Shopping Center 0 15,600 400,000
ESCROWED TI/LC INITIAL
MORTGAGE RESERVES DEFERRED INITIAL
CONTROL LOAN CURRENT ANNUAL MAINTENANCE ENVIRONMENTAL
NUMBER NUMBER DEPOSIT DEPOSIT DEPOSIT
---------------------------------------------------------------------
1 7009300 0 9,375
2 7009609 0
3 7008786 68,863
---------------------------------------------------------------------
4 7009892 119,075
5 7009891 103,960
6 7009890 108,750
---------------------------------------------------------------------
7 7010465 0 99,903 750
8 7008193 60,000
9 7009515 NAP
10 7010357 66,667 99,375
11 7011196 0 104,188
13 7011416 0 27,000
14 7011000 473,384 1,716,600
15 7011177 0 275,000
16 7009668 0
17 7010121 166,230
18 7010114 NAP 180,475
--------------------------------------------------------------------
19 7011397 145,782
20 7011378 0 134,044
---------------------------------------------------------------------
21 7010817 0 971,125
22 7010773 NAP 23,875 1,250
23 7010777 NAP
24 7010987 0
26 7009758 0 88,726
27 7009882 0
29 7010818 0 213,875
30 7010385 NAP
31 7011098 163,034 850
---------------------------------------------------------------------
32 7010031 4,224
33 7010029 4,416
34 7010036 1,992
35 7010030 2,784
36 7010038 1,908
37 7010034 2,664
38 7009687 1,788
39 7010033 1,776
40 7010037 1,956
41 7010028 1,788
42 7010027 1,428
43 7010032 1,872
44 7010035 1,356
---------------------------------------------------------------------
45 7010607 100,000 110,000
46 7010007 92,837 345,000
47 7011128 0
48 7010072 0 1,250
A-9
ESCROWED
ESCROWED REPLACEMENT
MORTGAGE MORTGAGE LOAN REPLACEMENT RESERVES
CONTROL LOAN LOAN GROUP RESERVES CURRENT ANNUAL
NUMBER NUMBER SELLER NUMBER LOAN / PROPERTY NAME INITIAL DEPOSIT DEPOSIT
-------------------------------------------------------------------------------------------------------
49 7010290 CGM 1 Nantucket Storage Center 0 9,387
-------------------------------------------------------------------------------------------------------
South Towne Mall/Skyline Point
Apartments
51 7009532 CGM 0 Xxxxx Xxxxx Xxxx 0 20,520
52 7009531 CGM 1 Skyline Point Apartments 0 32,121
-------------------------------------------------------------------------------------------------------
54 7011504 CGM 2 Xxxxxx Xxxx Apartments 0 43,000
56 7010648 CGM 0 Xxxxxxxxx Xxxxxx 0 7,455
57 7011100 CGM 0 Xxxxxxxxxx Xxxxxxxx Xxxx 0 18,510
59 7009828 CGM 1 Bloomfield Self Storage 160,938 10,000
60 7008471 CGM 1 Shoppes at Fontana 0 12,684
61 7009489 CGM 1 Storage XXX-Xxxxxxx Xxxx 0 5,990
62 7009613 CGM 0 Xxxx Xxxxx 0 24,130
63 7010992 CGM 1 Xxxxxxx Business Park 0 24,289
64 7010048 CGM 2 Newport Commons Apartments 0 25,500
66 7009797 CGM 0 Xxx Xxxxx xx Xxxxxxxxxx Xxxxx 0 16,000
67 7010604 CGM 1 West Village Commons 0 15,081
69 7009621 CGM 1 The Marketplace of Warsaw 0 27,507
70 7009988 CGM 1 H Street Connection 120,313 5,699
71 7010061 CGM 1 Station Holdings 0 11,454
72 7010809 CGM 1 Xxxxxxx Estates 0 10,000
73 7011603 CGM 0 Xxxxxxxx Xxxxxxxxx Hotel 0 148,044
74 7011230 CGM 1 Valley Centre 0 14,952
75 7009721 CGM 0 Xxxxxxx Xxxxxx 0 1,836
76 7010460 CGM 1 Best Western Agate Beach Inn 0 153,180
77 7010440 CGM 1 Xxxxxx Spectrum Retail Center 0 2,692
78 7009948 CGM 1 1611 Xxxxxxxxx Industrial 0 20,172
Boulevard
79 7010248 CGM 0 Xxxxxxxx Xxxxx Xxxxxx Xxxxxxxx 0 14,053
80 7010211 CGM 1 Xxxxxxxxx Field Business 0 10,417
Park-Lots 19, 20 & 21
81 7011097 CGM 2 Quaker Towers 0 32,004
82 7010924 CGM 1 Chico Mobile Country Club 0 8,900
83 7009903 CGM 1 Edenton Village 0 15,885
84 7010320 CGM 1 Cantera Commons Shopping Center 0 2,678
85 7010679 CGM 1 Fairfield Inn 0 86,830
86 7009638 CGM 0 Xxxx Xxxxx Xxxxxx Xxxxxxxx 0 16,304
87 7010124 CGM 1 Preston North Financial Center 0 16,440
88 7010167 CGM 2 Bard Townhouses Phase II 9,900 19,800
89 7010966 CGM 1 Wenatchee Top Foods 0 0
90 7010744 CGM 1 00 Xxxxxxx Xxxx Xxxx, Xxxxxxxx 0 11,366
7
91 7010691 CGM 1 Borders Books and Music 0 2,450
92 7011635 CGM 1 0000 00xx Xxxxxx 0 34,484
94 7009332 CGM 1 0000 Xxxxxx Xxxxxx 0 9,476
95 7009810 CGM 2 Pebble Cove 0 25,110
96 7009769 CGM 0 Xxxxxxxx Xxxxx 0 13,083
97 7010208 CGM 1 Gateway Center Office 0 3,930
99 7009602 CGM 1 Mattydale Shopping Center 0 24,162
100 7010234 CGM 1 00 Xxxxxx Xxxxxx 0 7,623
101 7009996 CGM 0 Xxx Xxxxx Xxxxx 0 14,791
102 7010828 CGM 2 Hoodview Apartments 0 32,100
103 7008551 CGM 2 Oak Xxxxx Apartments 0 13,000
104 7009486 CGM 0 Xxxx Xxxx Xxxxx Xxxxxxxx 0 46,576
ESCROWED TI/LC INITIAL
MORTGAG ESCROWED TI/LC RESERVES DEFERRED INITIAL
CONTROL LOAN RESERVES CURRENT ANNUAL MAINTENANCE ENVIRONMENTAL
NUMBER NUMBER INITIAL DEPOSIT DEPOSIT DEPOSIT DEPOSIT
-------------------------------------------------------------------------------------
49 7010290 0 0
-------------------------------------------------------------------------------------
51 7009532 0 71,844 2,750
52 7009531 NAP NAP 55,875 56,250
-------------------------------------------------------------------------------------
54 7011504 NAP NAP 8,250
56 7010648 0 37,272
57 7011100 0 103,866
59 7009828 0 0
60 7008471 0 0 119,344
61 7009489 0 0 23,954
62 7009613 0 0 40,000
63 7010992 0 120,000
64 7010048 NAP NAP
66 7009797 NAP NAP 1,250
67 7010604 300,000 65,000 163,125
69 7009621 0 45,857 230,283
70 7009988 0 42,303 4,400
71 7010061 0 73,037 6,750
72 7010809 0 0 22,500
73 7011603 NAP NAP 19,485
74 7011230 200,000 0
75 7009721 77,514 5,994
76 7010460 NAP NAP
77 7010440 0 23,185
78 7009948 0 63,131
79 7010248 280,000 0 20,300
80 7010211 0 34,728
81 7011097 NAP NAP 43,384
82 7010924 NAP NAP 17,888
83 7009903 0 44,820 12,500
84 7010320 385,830 26,966 9,188
85 7010679 NAP NAP 3,125
86 7009638 0 72,933
87 7010124 250,000 0 17,763
88 7010167 NAP NAP
89 7010966 0 0
90 7010744 160,000 0
91 7010691 0 13,261 5,000
92 7011635 0 294,887
94 7009332 0 34,511 3,750
95 7009810 NAP NAP
96 7009769 0 33,904 63,800
97 7010208 0 37,987
99 7009602 0 35,205 191,250
100 7010234 0 16,000 14,650
101 7009996 0 0
102 7010828 NAP NAP 134,125
103 7008551 NAP NAP
104 7009486 0 5,208
A-10
MORTGAGE MORTGAGE LOAN
CONTROL LOAN LOAN GROUP ENVIRONMENTAL INSURANCE
NUMBER NUMBER SELLER NUMBER LOAN / PROPERTY NAME HOLDBACK RESERVE LOC POLICY
------------------------------------------------------------------------------------------------------------------------------------
1 7009300 CGM 1 Artery Plaza No
2 7009609 CGM 1 River Plaza Shopping Center No
3 7008786 CGM 1 Xxxxxxx Marketplace No
------------------------------------------------------------------------------------------------------------------------------------
California Office Portfolio
4 7009892 CGM 0 Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxxx 2,435,000 No
5 7009891 CGM 1 Orchard Technology Park 1,190,000 No
6 7009890 CGM 1 Spectrum Pointe Office 1,580,000 No
------------------------------------------------------------------------------------------------------------------------------------
7 7010465 CGM 1 000 XX 0xx Xxxxxx 300,000 No
8 7008193 CGM 1 Xxxxxx-Xxxxx Commons No
9 7009515 CGM 1 Bay Harbor Apartments No
10 7010357 CGM 1 Williamsburg Shopping Center 1,200,000 No
11 7011196 CGM 1 Village West Shopping Center No
13 7011416 CGM 1 000 Xxxxxxx Xxxxxx No
14 7011000 CGM 1 Arena Towers 703,138 No
15 7011177 CGM 1 Dadeland Towers No Yes, pollution liability
policy obtained
16 7009668 CGM 0 Xxxxx Xxxx Xxxxxxxxxxx 2,230,000 No
17 7010121 CGM 1 One American Place No
18 7010114 CGM 0 Xxxxxxx Xxxxxxx Xxxxxxx Xx
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxx/Xxxxxx Distribution Center
19 7011397 CGM 1 Region Center No
20 7011378 CGM 1 Denver Distribution Center No
------------------------------------------------------------------------------------------------------------------------------------
21 7010817 CGM 1 Wedgewood Plaza No
22 7010773 CGM 2 Aspen Ridge Apartments No
23 7010777 CGM 2 Hills of Aberdeen Apartments 1,500,000 No
24 7010987 CGM 1 Ceres Group Building No
26 7009758 CGM 0 Xxxxxx Xxx Xxxxxxxxx No
27 7009882 CGM 1 DEA Santa Xxx No
29 7010818 CGM 1 Concourse Village Shopping No
Center
30 7010385 CGM 2 Cape House II 1,420,000 No
31 7011098 CGM 1 InterAmerican Plaza No
------------------------------------------------------------------------------------------------------------------------------------
KFC Portfolio
32 7010031 CGM 1 KFC - Staten Island, NY No
33 7010029 CGM 0 XXX - Xxxxxxx Xxxxx, XX No
34 7010036 CGM 0 XXX - Xxxx Xxxx, XX No
35 7010030 CGM 1 KFC - Hempstead, NY No
36 7010038 CGM 1 KFC - Greenvale, NY No
37 7010034 CGM 1 KFC - Freeport, NY No
38 7009687 CGM 1 KFC - Patchogue, NY No
39 7010033 CGM 1 KFC - Huntington, NY No
40 7010037 CGM 1 KFC - Amityville, NY No
41 7010028 CGM 1 KFC - Westbury, NY No
42 7010027 CGM 1 KFC - Commack, NY No
43 7010032 CGM 1 KFC - Bayshore, NY No
44 7010035 CGM 1 KFC - Farmingdale, NY No
------------------------------------------------------------------------------------------------------------------------------------
45 7010607 CGM 1 000 Xxxxx Xxxxxx Xxxx No
46 7010007 CGM 1 Village at Collin Creek No
47 7011128 CGM 1 Orthopaedic Specialty Center No
48 7010072 CGM 1 Silverdale Shopping Center No
A-11
MORTGAGE MORTGAGE LOAN
CONTROL LOAN LOAN GROUP ENVIRONMENTAL INSURANCE
NUMBER NUMBER SELLER NUMBER LOAN / PROPERTY NAME HOLDBACK RESERVE LOC POLICY
----------------------------------------------------------------------------------------------------------------------------------
49 7010290 CGM 1 Nantucket Storage Center
---------------------------------------------------------------------------------------------------------------------------------
South Towne Mall/Skyline Point No
Apartments
51 7009532 CGM 1 South Towne Mall No
52 7009531 CGM 1 Skyline Point Apartments No
---------------------------------------------------------------------------------------------------------------------------------
54 7011504 CGM 2 Xxxxxx Xxxx Apartments No
56 7010648 CGM 0 Xxxxxxxxx Xxxxxx No
57 7011100 CGM 0 Xxxxxxxxxx Xxxxxxxx Xxxx 800,000 No
59 7009828 CGM 1 Bloomfield Self Storage No
60 7008471 CGM 1 Shoppes at Fontana No
61 7009489 CGM 1 Storage USA-Xxxxxxx Blvd No
62 7009613 CGM 1 Gulf Plaza No
63 7010992 CGM 1 Xxxxxxx Business Park 200,000 No
64 7010048 CGM 0 Xxxxxxx Xxxxxxx Apartments 100,000 No
66 7009797 CGM 0 Xxx Xxxxx xx Xxxxxxxxxx Xxxxx 250,000 No
67 7010604 CGM 1 West Village Commons No
69 7009621 CGM 1 The Marketplace of Warsaw No
70 7009988 CGM 1 H Street Connection 300,000 No
71 7010061 CGM 1 Station Holdings No
72 7010809 CGM 1 Xxxxxxx Estates 656,000 No
73 7011603 CGM 0 Xxxxxxxx Xxxxxxxxx Hotel No
74 7011230 CGM 1 Valley Centre No
75 7009721 CGM 0 Xxxxxxx Xxxxxx No
76 7010460 CGM 1 Best Western Agate Beach Inn No
77 7010440 CGM 1 Xxxxxx Spectrum Retail Center No
78 7009948 CGM 1 1611 Xxxxxxxxx Industrial No
Boulevard
79 7010248 CGM 1 Pinewood Plaza Office Building No
80 7010211 CGM 1 Xxxxxxxxx Field Business 935,000 No
Park-Lots 19, 20 & 21
81 7011097 CGM 2 Quaker Towers No
82 7010924 CGM 1 Chico Mobile Country Club No
83 7009903 CGM 1 Edenton Village No
84 7010320 CGM 1 Cantera Commons Shopping Center 145,000 No
85 7010679 CGM 1 Fairfield Inn No
86 7009638 CGM 0 Xxxx Xxxxx Xxxxxx Xxxxxxxx Xx
00 0000000 CGM 1 Preston North Financial Center No
88 7010167 CGM 2 Bard Townhouses Phase II No
89 7010966 CGM 1 Wenatchee Top Foods No
90 7010744 CGM 1 84 October Hill Road, Building No
7
91 7010691 CGM 1 Borders Books and Music No
92 7011635 CGM 1 0000 00xx Xxxxxx No
94 7009332 CGM 1 0000 Xxxxxx Xxxxxx 625,000 No
95 7009810 CGM 2 Pebble Cove No
96 7009769 CGM 0 Xxxxxxxx Xxxxx No Yes, environmental
collateral liability policy
obtained
97 7010208 CGM 1 Gateway Center Office No
99 7009602 CGM 1 Mattydale Shopping Center No
100 7010234 CGM 1 00 Xxxxxx Xxxxxx No Yes, environmental
collateral liability policy
obtained
101 7009996 CGM 1 Bay Ridge Plaza No
102 7010828 CGM 2 Hoodview Apartments No
103 7008551 CGM 2 Oak Xxxxx Apartments No
104 7009486 CGM 0 Xxxx Xxxx Xxxxx Xxxxxxxx No
A-12
