EXHIBIT 99.1 MORTGAGE LOAN PURCHASE AGREEMENT -------------------------------- THIS MORTGAGE LOAN PURCHASE AGREEMENT (this "Agreement") is dated as of June 20, 2006, between CITIGROUP GLOBAL MARKETS REALTY CORP., as seller (the "Seller"), and CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. ("CCMSI"), as purchaser (the "Purchaser"). The Seller intends to sell, and the Purchaser intends to purchase, certain multifamily and/or commercial mortgage loans (the "Mortgage Loans") identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as "Annex A"; provided that, if only one mortgage loan is identified on the Mortgage Loan Schedule then references herein to "Mortgage Loan" or "Mortgage Loans" will mean that one mortgage loan. The Purchaser intends to deposit the Mortgage Loans, along with certain other mortgage loans (the "Other Mortgage Loans"), into a trust fund (the "Trust Fund"), the beneficial ownership of which will be evidenced by multiple classes (each, a "Class") of mortgage pass-through certificates (the "Certificates"). One or more "real estate mortgage investment conduit" ("REMIC") elections will be made with respect to most of the Trust Fund. The Trust Fund will be created and the Certificates will be issued pursuant to a pooling and servicing agreement (the "Pooling and Servicing Agreement"), to be dated as of June 1, 2006, among CCMSI, as depositor, Midland Loan Services, Inc., as master servicer (the "Master Servicer"), J.E. Robert Company, Inc., as special servicer (the "Special Servicer"), and LaSalle Bank National Association, as trustee (the "Trustee"). Capitalized terms used herein (including the schedules attached hereto) but not defined herein (or in such schedules) have the respective meanings set forth in the Pooling and Servicing Agreement. CCMSI intends to sell certain Classes of the Certificates (the "Publicly Offered Certificates") to Citigroup Global Markets Inc. ("CGMI"), Barclays Capital Inc., PNC Capital Markets LLC, Banc of America Securities LLC and Deutsche Bank Securities Inc. (collectively. the "Dealers"), pursuant to an underwriting agreement dated as of the date hereof (the "Underwriting Agreement"), between CCMSI and the Dealers. The Publicly Offered Certificates are more particularly described in a prospectus supplement dated June 20, 2006 (the "Prospectus Supplement") and the accompanying base prospectus dated June 8, 2006 (the "Base Prospectus" and, together with the Prospectus Supplement, the "Prospectus"). CCMSI further intends to sell the remaining Classes of the Certificates (the "Privately Offered Certificates") to CGMI, pursuant to a certificate purchase agreement dated as of the date hereof (the "Certificate Purchase Agreement"), between CCMSI and CGMI. The Privately Offered Certificates are more particularly described in an offering memorandum dated June 20, 2006 (the "Memorandum"). Certain Classes of the Certificates will be assigned ratings by Moody's Investors Service, Inc. and/or Fitch, Inc. (together, the "Rating Agencies"). In connection with its sale of the Mortgage Loans, the Seller shall enter into an indemnification agreement dated as of the date hereof (the "Indemnification Agreement"), between the Seller, CCMSI and the Dealers. Now, therefore, in consideration of the premises and the mutual agreements set forth herein, the parties agree as follows: SECTION 1. Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance as of the close of business on the Cut-off Date (the "Seller Mortgage Loan Balance") of $1,834,444,046 (subject to a variance of plus or minus 5.0%), after giving effect to any payments due on or before such date, whether or not such payments are received. The Seller 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 $2,263,536,038 (subject to a variance of plus or minus 5.0%). The purchase and sale of the Mortgage Loans shall take place on June 29, 2006 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Aggregate Purchase Price") for the Mortgage Loans shall consist of a cash amount, payable in immediately available funds, as reflected on the settlement statement agreed to by the Seller and the Purchaser, which amount shall include interest accrued on the Seller Mortgage Loan Balance for the period from and including the Cut-off Date up to but not including the Closing Date. The Aggregate Purchase Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date. SECTION 2. Conveyance of Mortgage Loans. (a) Effective as of the Closing Date, subject only to receipt by the Seller 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 and any escrow, reserve or comparable accounts related to the Mortgage Loans, subject, in the case of any Mortgage Loan that is part of a Loan Combination, to the rights of the holder(s) of any other mortgage loan(s) in the related Loan Combination in such proceeds and reserve or comparable accounts, and further subject to the understanding that the Seller will sell certain servicing rights to the Master Servicer pursuant to that certain Servicing Rights Purchase Agreement, dated as of the Closing Date, between the Master Servicer and the Seller, and may require that a particular primary servicer remain in place with respect to any or all of the Mortgage Loans. 2 (b) The Purchaser or its assignee shall be entitled to receive all scheduled payments of principal and interest due after the Cut-off Date, and all other recoveries of principal and interest collected after the Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date). All scheduled payments of principal and interest due on or before the Cut-off Date but collected after the Cut-off Date, and recoveries of principal and interest collected on or before the Cut-off Date (only in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date and principal prepayments thereon), shall belong to, and shall be promptly remitted to, the Seller. (c) No later than the Closing Date, the Seller shall, on behalf of the Purchaser, deliver or cause to be delivered to the Trustee (with a copy to the Master Servicer and the Special Servicer within ten (10) Business Days after the Closing Date) the documents and instruments specified below under clauses (i), (ii), (vii), (ix)(A) and (xi)(D) and shall, not later than the date that is 30 days after the Closing Date, deliver or cause to be delivered to the Trustee (with a copy to the Master Servicer) the remaining documents and instruments specified below with respect to each Mortgage Loan that is a Serviced Mortgage Loan (the documents and instruments specified below, collectively, the "Mortgage File"). The Mortgage File for each Mortgage Loan shall contain the following documents: (i) the original executed Mortgage Note including any power of attorney related to the execution thereof, together with any and all intervening endorsements thereon, endorsed on its face or by allonge attached thereto (without recourse, representation or warranty, express or implied) to the order of "LaSalle Bank National Association, as trustee for the registered holders of Citigroup Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C4" or in blank (or a lost note affidavit and indemnity with a copy of such Mortgage Note attached thereto); (ii) an original or a copy of the Mortgage, together with any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office; (iii) an original or a copy of any related Assignment of Leases (if such item is a document separate from the Mortgage), together with any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office; (iv) an original executed assignment, in recordable form (except for any missing recording information and, if delivered in blank, the name of the assignee), of (A) the Mortgage, (B) any related Assignment of Leases (if such item is a document separate from the Mortgage) and (C) any other recorded document relating to the Mortgage Loan otherwise included in the Mortgage File, in favor of "LaSalle Bank National Association, as trustee for the registered holders of Citigroup Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C4" (and, 3 in the case of a Serviced Loan Combination, also on behalf of the related Non-Trust Loan Noteholder(s)), or in blank; (v) an original assignment of all unrecorded documents relating to the Mortgage Loan (to the extent not already assigned pursuant to clause (iv) above), in favor of "LaSalle Bank National Association, as trustee for the registered holders of Citigroup Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C4" (and, in the case of a Serviced Loan Combination, also on behalf of the related Non-Trust Loan Noteholder(s)), or in blank; (vi) originals or copies of any consolidation, assumption, substitution and modification agreements in those instances where the terms or provisions of the Mortgage or Mortgage Note have been consolidated or modified or the Mortgage Loan has been assumed or consolidated; (vii) the original or a copy of the policy or certificate of lender's title insurance or, if such policy has not been issued or located, an original or copy of an irrevocable, binding commitment (which may be a pro forma policy or specimen version of, or a marked commitment for, the policy that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy; (viii) any filed copies (bearing evidence of filing) or other evidence of filing reasonably satisfactory to the Purchaser of any prior UCC Financing Statements in favor of the originator of the Mortgage Loan or in favor of any assignee prior to the Trustee (but only to the extent the Seller had possession of such UCC Financing Statements when it was to deliver the subject Mortgage File on or prior to the Closing Date) and, if there is an effective UCC Financing Statement and continuation statement in favor of the Seller on record with the applicable public office for UCC Financing Statements, an original UCC Financing Statement assignment, in form suitable for filing in favor of "LaSalle Bank National Association, as trustee for the registered holders of Citigroup Commercial Mortgage Pass-Through Certificates, Series 2006-C4" (and, in the case of any Serviced Loan Combination, also on behalf of the related Non-Trust Loan Noteholder(s)), as assignee, or in blank; (ix) an original or a copy of any (A) Ground Lease and ground lessor estoppel, (B) loan guaranty or indemnity, (C) lender's environmental insurance policy or (D) lease enhancement policy; (x) any intercreditor, co-lender or similar agreement relating to permitted debt of the Mortgagor; (xi) copies of any (A) loan agreement, (B) escrow agreement, (C) security agreement or (D) letter of credit relating to the Mortgage Loan (with the original of any such letter of credit to be delivered to the Master Servicer); and 4 (xii) if such Mortgage Loan is part of a Loan Combination, all of the above documents with respect to each related Non-Trust Loan, together with the related co-lender agreement; provided that a copy of the Mortgage Note relating to each such Non-Trust Loan, rather than the original, shall be provided, and no endorsements to such note shall be provided. With respect to the Crossed Loans constituting a Crossed Group, the existence of any document required to be in the Mortgage File of any Crossed Loan in such Crossed Group shall be sufficient to satisfy the requirements of this Agreement for delivery of such document as a part of the Mortgage File of each of the other Crossed Loans in such Crossed Group. References in this Agreement to "Document Defect" mean that any document constituting part of the Mortgage File for any Mortgage Loan has not been properly executed, is missing (beyond the time period required for its delivery hereunder), contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule or does not appear regular on its face. (d) The Seller 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) The Seller shall deliver or cause to be delivered to the Master Servicer or the Master Servicer's designee: (i) within ten (10) days after the Closing Date, all documents and records in the Seller's possession (except draft documents, attorney-client privileged communications and internal correspondence, credit underwriting or due diligence analyses, credit committee briefs or memoranda or other internal approval documents or data or internal worksheets, memoranda, communications or evaluations and other underwriting analysis of the Seller) relating to, and necessary for the servicing and administration of, each Mortgage Loan and that are not required to be part of the Mortgage File in accordance with the definition thereof (including, without limitation, any original letters of credit relating to any Mortgage Loan); and (ii) within two (2) Business Days after the Closing Date, any and all escrow amounts and reserve amounts in the Seller's possession or under its control that relate to the Mortgage Loans. (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. (g) After the Seller's transfer of the Mortgage Loans to or at the direction of the Purchaser, the Seller shall not take any action to suggest that the Purchaser is not the legal owner of the Mortgage Loans. 5 SECTION 3. Representations, Warranties and Covenants of Seller. (a) The Seller hereby represents and warrants to and covenants with the Purchaser, as of the date hereof, that: (i) The Seller is a corporation organized and validly existing and in good standing under the laws of the State of New York and possesses all requisite authority, power, licenses, permits and franchises to carry on its business as currently conducted by it and to execute, deliver and comply with its obligations under the terms of this Agreement; (ii) This Agreement has been duly and validly authorized, executed and delivered by the Seller and, assuming due authorization, execution and delivery hereof by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors' rights in general and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law), and by public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from liabilities under applicable securities laws; (iii) The execution and delivery of this Agreement by the Seller and the Seller's performance and compliance with the terms of this Agreement will not (A) violate the Seller's organizational documents, (B) violate any law or regulation or any administrative decree or order to which it is subject or (C) constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the breach of, any material contract, agreement or other instrument to which the Seller is a party or by which the Seller is bound, which violation, default or breach, in the case of either clause (iii)(B) or (iii)(C) might have consequences that would, in the Seller's reasonable and good faith judgment, materially and adversely affect the financial condition or the operations of the Seller or its properties (taken as a whole) or have consequences that would materially and adversely affect its performance hereunder; (iv) The Seller is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental agency or body, which default might have consequences that would, in the Seller's reasonable and good faith judgment, materially and adversely affect the financial condition or the operations of the Seller or its properties (taken as a whole) or have consequences that would materially and adversely affect its performance hereunder; (v) The Seller is not a party to or bound by any agreement or instrument or subject to any 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 6 ability of the Seller to perform its obligations under this Agreement or that requires the consent of any third person to the execution of this Agreement or the performance by the Seller of its obligations under this Agreement (except to the extent such consent has been obtained); (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions involving the Seller contemplated by this Agreement except as have previously been obtained, and no bulk sale law applies to such transactions; (vii) No litigation is pending or, to the Seller's knowledge, threatened against the Seller that would, in the Seller's good faith and reasonable judgment, prohibit its entering into this Agreement or materially and adversely affect the performance by the Seller of its obligations under this Agreement; and (viii) For purposes of accounting under generally accepted accounting principles ("GAAP"), and for federal income tax purposes, the Seller will report the transfer of the Mortgage Loans to the Purchaser as a sale of the Mortgage Loans to the Purchaser in exchange for consideration contemplated by this Agreement. The consideration received by the Seller upon the sale of the Mortgage Loans to the Purchaser will constitute at least reasonably equivalent value and fair consideration for the Mortgage Loans. The Seller will be solvent at all relevant times prior to, and will not be rendered insolvent by, the sale of the Mortgage Loans to the Purchaser. The Seller is not transferring the Mortgage Loans to the Purchaser with any intent to hinder, delay or defraud any of the creditors of the Seller or on account of an antecedent debt. (b) The Seller hereby makes, on the date hereof and on the Closing Date, the representations and warranties contained in Schedule I and Schedule II hereto with respect to each Mortgage Loan, for the benefit of the Purchaser, which representations and warranties are subject to the exceptions set forth on Schedule III. References in this Agreement to "Breach" mean a breach of any such representations and warranties made pursuant to this Section 3(b) with respect to any Mortgage Loan. (c) If the Seller receives, pursuant to Section 2.03(a) of the Pooling and Servicing Agreement, written notice of a Document Defect or a Breach relating to a Mortgage Loan, and if such Document Defect or Breach shall materially and adversely affect the value of the applicable Mortgage Loan or the interests of the Certificateholders therein, then the Seller shall, not later than 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), cure such Document Defect or Breach, as the case may be, in all material respects, or, if such Document Defect or Breach (other than omissions solely due to a document not having been returned by the related recording office) cannot be cured within such 90-day period, (i) repurchase the affected Mortgage Loan at the applicable Purchase Price not later than the end of such 90-day period, or (ii) substitute a 7 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 Collection Account, any Substitution Shortfall Amount in connection therewith; provided that, if a Document Defect or Breach is capable of being cured but not within such 90-day period and the Seller has commenced and is diligently proceeding with the cure of such Document Defect or Breach within such 90-day period, then unless such Document Defect or Breach would cause the Mortgage Loan not to be a Qualified Mortgage, such Seller shall have an additional 90 days to complete such cure (or, failing such cure, to repurchase or substitute for the related Mortgage Loan); and provided, further, that with respect to such additional 90-day period the Seller shall have delivered an officer's certificate to the Trustee setting forth what actions the Seller is pursuing in connection with the cure thereof and stating that the Seller anticipates that such Document Defect or Breach will be cured within the additional 90-day period; and provided, further, that if the cure of any Document Defect or Breach would require an expenditure on the part of the Seller in excess of $10,000, then the Seller may, at its option, within the time period provided above, elect to purchase or replace the affected Mortgage Loan in accordance with this Section 3 without attempting to cure such Document Defect or Breach, as the case may be. For a period of two years from the Closing Date, so long as there remains any Mortgage File relating to a Mortgage Loan as to which there is an uncured Document Defect, the Seller shall provide the officer's certificate to the Trustee described above as to the reasons such Document Defect remains uncured and as to the actions being taken to pursue cure. No substitution of a Qualified Substitute Mortgage Loan or Qualified Substitute Mortgage Loans may be made in any calendar month after the Determination Date in such month. Periodic Payments due with respect to any Qualified Substitute Mortgage Loan after the related due date in the month of substitution shall be part of the Trust Fund, and Periodic Payments received with respect to the replaced Mortgage Loan or a repurchased Mortgage Loan after the related date of substitution or repurchase, as the case may be, shall belong to the Seller. Periodic Payments due with respect to any Qualified Substitute Mortgage Loan on or prior to the related due date in the month of substitution shall not be part of the Trust Fund and shall be remitted to the Seller promptly following receipt, and Periodic Payments received with respect to the replaced Mortgage Loan or a repurchased Mortgage Loan up to and including the related date of substitution or repurchase, as the case may be, shall belong to the Trust Fund. (d) If (i) any Mortgage Loan is required to be repurchased or substituted for in the manner described above, (ii) such Mortgage Loan is a Crossed Loan, and (iii) the applicable Document Defect or Breach does not constitute a Document Defect or Breach, as the case may be, as to any other Crossed Loan in such Crossed Group (without regard to this paragraph), then the applicable Document Defect or Breach, as the case may be, will be deemed to constitute a Document Defect or Breach, as the case may be, as to each other Crossed Loan in the Crossed Group for purposes of this paragraph, and the Seller will be required to repurchase or substitute for the remaining Crossed Loan(s) in the related Crossed Group as provided in the immediately preceding paragraph unless: (x) such other Crossed Loans in such Crossed Group satisfy the Crossed Loan Repurchase Criteria; (y) the Seller (at its expense) shall have furnished the Trustee with an Opinion of Counsel to the effect that the repurchase of or substitution for the affected Crossed Loan only, including, without limitation, any modification required with respect to such repurchase or substitution, shall not cause an Adverse REMIC Event; and (z) the repurchase of 8 or substitution for the affected Crossed Loan only shall satisfy all other criteria for repurchase or substitution, as applicable, of Mortgage Loans set forth herein or in the Pooling and Servicing Agreement. If the conditions set forth in clauses (x), (y) and (z) of the prior sentence are satisfied, the Seller may elect either to repurchase or substitute for only the affected Crossed Loan as to which the related Document Defect or Breach exists or to repurchase or substitute for all of the Crossed Loans in the related Crossed Group. The Seller shall be responsible for the cost of any Appraisal required to be obtained by the Master Servicer to determine if the Crossed Loan Repurchase Criteria have been satisfied, so long as the scope and cost of such Appraisal has been approved by the Seller (such approval not to be unreasonably withheld). To the extent that the Seller is required to purchase or substitute for a Crossed Loan hereunder in the manner prescribed above while the Purchaser continues to hold any other Crossed Loans in such Crossed Group, neither the Seller nor the Purchaser shall enforce any remedies against the other's Primary Collateral, but each is permitted to exercise remedies against the Primary Collateral securing its respective Crossed Loans, including, with respect to the Purchaser, the Primary Collateral securing the Crossed Loans still held by the Purchaser, so long as such exercise does not materially impair the ability of the other party to exercise its remedies against its Primary Collateral. If the exercise of remedies by one party would materially impair the ability of the other party to exercise its remedies with respect to the Primary Collateral securing the Crossed Loans held by such party, then the Seller and the Purchaser shall forbear from exercising such remedies until the Mortgage Loan documents evidencing and securing the relevant Crossed Loans can be modified in a manner that complies with this Agreement to remove the threat of material impairment as a result of the exercise of remedies or some other accommodation can be reached. Any reserve or other cash collateral or letters of credit securing the Crossed Loans shall be allocated between such Crossed Loans in accordance with the Mortgage Loan documents or, if not specified in the related Mortgage Loan documents, on a pro rata basis based upon their outstanding Stated Principal Balances. Notwithstanding the foregoing, if a Crossed Loan included in the Trust Fund is modified to terminate the related cross-collateralization and/or cross-default provisions, as a condition to such modification, the Seller shall furnish to the Trustee an Opinion of Counsel that such modification shall not cause an Adverse REMIC Event. Any expenses incurred by the Purchaser in connection with such modification or accommodation (including but not limited to recoverable attorney fees) shall be paid by the Seller. Notwithstanding any of the foregoing provisions of this Section 3(d), if there is a Document Defect or Breach (which Document Defect or Breach shall materially and adversely affect the value of the related Mortgage Loan or the interests of the Certificateholders therein) with respect to one or more Mortgaged Properties with respect to a Mortgage Loan, the Seller shall not be obligated to repurchase or replace the Mortgage Loan if (i) the affected Mortgaged Property(ies) may be released pursuant to the terms of any partial release provisions in the related Mortgage Loan documents (and such Mortgaged Property(ies) are, in fact, released) and, to the extent not covered by the applicable release price (if any) required under the related Mortgage Loan documents, the Seller pays (or causes to be paid) any additional amounts necessary to cover all reasonable out-of-pocket expenses reasonably incurred by the Master Servicer, the Special Servicer, the Trustee or the Trust Fund in connection with such release, (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the related Mortgage Loan documents and the Seller provides an opinion of counsel to the effect that such 9 release would not cause any REMIC created under the Pooling and Servicing Agreement to fail to qualify as a REMIC under the Code or result in the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions and (iii) the Seller obtains from each Rating Agency then rating the Certificates and delivers to the Trustee and the Master Servicer written confirmation that such release would not cause the then-current ratings of the Certificates rated by it to be qualified, downgraded or withdrawn. (e) In connection with any permitted repurchase or substitution of one or more Mortgage Loans contemplated hereby, upon receipt of a certificate from a Servicing Officer certifying as to the receipt of the Purchase Price or Substitution Shortfall Amount(s), as applicable, in the Collection Account, and the delivery of the Mortgage File(s) and the Servicing File(s) for the related Qualified Substitute Mortgage Loan(s) to the Trustee and the 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 or the Seller, in each case without recourse, representation or warranty, as shall be necessary to vest in the Seller, the legal and beneficial ownership of each repurchased Mortgage Loan or replaced Mortgage Loan, as applicable, (ii) the Trustee, the 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 replaced Mortgage Loans. (f) This Section 3 provides the sole remedy available to the Certificateholders, or the Trustee on behalf of the Certificateholders, respecting any Document Defect or Breach. SECTION 4. Representations and Warranties of the Purchaser. In order to induce the Seller to enter into this Agreement, the Purchaser hereby represents and warrants for the benefit of the Seller as of the date hereof that: (a) The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Purchaser has the full corporate power and authority and legal right to acquire the Mortgage Loans from the Seller and to transfer the Mortgage Loans to the Trustee. (b) This Agreement has been duly and validly authorized, executed and delivered by the Purchaser, all requisite action by the Purchaser's directors and officers has been taken in connection therewith, and (assuming the due authorization, execution and delivery hereof by the Seller) this Agreement constitutes the valid, legal and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforcement may be limited by (i) laws relating to bankruptcy, insolvency, reorganization, receivership or moratorium, (ii) other laws relating to or affecting the rights of creditors generally, or (iii) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). (c) Except as may be required under federal or state securities laws (and which will be obtained on a timely basis), no consent, approval, authorization or order of, 10 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 the consideration contemplated by this Agreement. (f) There is no action, suit, proceeding or investigation pending or to the knowledge of the Purchaser, threatened against the Purchaser in any court or by or before any other governmental agency or instrumentality which would, in the Purchaser's reasonable and good faith judgment, materially and adversely affect the validity of this Agreement or any action taken in connection with the obligations of the Purchaser contemplated herein, or which would be likely to impair materially the ability of the Purchaser to enter into and/or perform under the terms of this Agreement. (g) The Purchaser is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Purchaser or its properties or might have consequences that would materially and adversely affect its performance hereunder. SECTION 5. Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Sidley Austin 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; 11 (b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder) and all documents specified in Section 6 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and acceptable to CCMSI, the Seller, the Dealers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (c) The Seller or its designee shall have delivered and released to the Trustee (or a Custodian on its behalf) and the Master Servicer, respectively, all documents represented to have been or required to be delivered to the Trustee and the Master Servicer on or before the Closing Date pursuant to Section 2 of this Agreement; (d) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects and the Seller and the Purchaser shall each have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date; (e) The Seller shall have paid all fees and expenses payable by it to CCMSI or otherwise pursuant to this Agreement as of the Closing Date; and (f) Letters from an independent accounting firm reasonably acceptable to CCMSI and the Seller in form satisfactory to CCMSI, relating to certain information regarding the Mortgage Loans and Certificates as set forth in the Prospectus, the Prospectus Supplement and other disclosure documents. Both parties agree to use their best efforts to perform their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date. SECTION 6. Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement, the Pooling and Servicing Agreement and the Indemnification Agreement, in each case duly executed by all parties thereto; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which CCMSI and the Dealers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement and the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date, subject, in the case of the representations and warranties made by the Seller pursuant to Section 3(b) of this Agreement, to the exceptions to such representations and warranties set forth in Schedule III to this Agreement; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from the Seller, dated the Closing Date, and upon which CCMSI and the Dealers may rely, to the effect that each individual who, as an officer or 12 representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) True and complete copies of the certificate of incorporation and by-laws of the Seller (as certified to by the Secretary or an assistant secretary of the Seller), and a certificate of good standing of the Seller issued by the State of New York not earlier than thirty (30) days prior to the Closing Date; (e) A written opinion of counsel for the Seller (which opinion may be from in-house counsel, outside counsel or a combination thereof), relating to certain corporate and enforceability matters and reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to CCMSI, the Trustee, the Dealers and the Rating Agencies, together with such other written opinions as may be required by the Rating Agencies; (f) Such further certificates, opinions and documents as the Purchaser may reasonably request prior to the sale of the Mortgage Loans by the Seller to the Purchaser; and (g) A written opinion of counsel for the Purchaser (which opinion may be from in-house counsel, outside counsel, or a combination thereof, and may include a reliance letter addressed to the Seller with respect to opinions given to other parties) relating to certain corporate and enforceability matters and reasonably satisfactory to the Seller and its counsel, dated the Closing Date and addressed to the Seller. SECTION 7. Costs. The Seller shall pay (or shall reimburse the Purchaser to the extent that the Purchaser has paid) the Seller's pro rata portion of the aggregate of the following amounts (the Seller's pro rata portion to be determined according to the percentage that the Seller Mortgage Loan Balance represents of the Cut-off Date Pool Balance, the exact amount of which shall be as set forth in or determined pursuant to the memorandum of understanding, to which the Seller and the Purchaser (or affiliates thereof) are parties, with respect to the transactions contemplated by this Agreement): (i) the costs and expenses of delivering the Pooling and Servicing Agreement and the Certificates; (ii) the costs and expenses of printing (or otherwise reproducing) and delivering a final Prospectus and Memorandum and other customary offering materials relating to the Certificates; (iii) the initial fees, costs, and expenses of the Trustee (including reasonable attorneys' fees) incurred in connection with the securitization of the Mortgage Loans and the Other Mortgage Loans; (iv) the filing fee charged by the Securities and Exchange Commission for registration of the Certificates so registered; (v) the fees charged by the Rating Agencies to rate the Certificates so rated; (vi) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Seller with respect to numerical information in respect of the Mortgage Loans, the Other Mortgage Loans and the Certificates included in the Prospectus, the Memorandum and other customary offering materials, including the cost of obtaining any "comfort letters" with respect to such items; (vii) the reasonable 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 13 and reasonable fees and disbursements of counsel in connection therewith, in connection with the preparation of any "Blue Sky" survey and in connection with any determination of the eligibility of the Certificates for investment by institutional investors and the preparation of any legal investment survey; (viii) the expenses of printing any such "Blue Sky" survey and legal investment survey; and (ix) the reasonable fees and disbursements of counsel to the Dealers. All other costs and expenses in connection with the transactions contemplated hereunder shall be borne by the party incurring such expense. SECTION 8. Grant of a Security Interest. It is the express intent of the parties hereto that the conveyance of the Mortgage Loans by the Seller to the Purchaser as provided in Section 2 hereof be, and be construed as, a sale of the Mortgage Loans by the Seller to the Purchaser and not as a pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller. However, if, notwithstanding the aforementioned intent of the parties, the Mortgage Loans are held to be property of the Seller, then, (a) it is the express intent of the parties that such conveyance be deemed a pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller, and (b) (i) this Agreement shall also be deemed to be a security agreement within the meaning of Article 9 of the Uniform Commercial Code of the applicable jurisdiction; (ii) the conveyance provided for in Section 2 hereof shall be deemed to be a grant by the Seller to the Purchaser of a security interest in all of the Seller's right, title and interest in and to the Mortgage Loans, and all amounts payable to the holder of the Mortgage Loans in accordance with the terms thereof, and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts, other than investment earnings, from time to time held or invested in the Collection 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 in and to the Mortgage Loans pursuant to the Pooling and Servicing Agreement, as contemplated by Section 1 hereof shall be deemed to be an assignment of any security interest created hereunder; (iv) the possession by the Trustee or any of its agents, including, without limitation, the Custodian, of the Mortgage Notes, and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be possession by the secured party for purposes of perfecting the security interest pursuant to Section 9-313 of the Uniform Commercial Code of the applicable jurisdiction; and (v) notifications to persons (other than the Trustee) holding such property, and acknowledgments, receipts or confirmations from persons (other than the Trustee) holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the secured party for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement, and in connection therewith the Seller authorizes the Purchaser to file any and all appropriate Uniform Commercial Code financing statements. SECTION 9. Notices. All notices, copies, requests, consents, demands and other communications in connection herewith shall be in writing and telecopied or delivered to 14 the intended recipient at the "Address for Notices" specified for such party on Exhibit A hereto or, as to either party, at such other address as shall be designated by such party in a notice hereunder to the other party. Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given when transmitted by telecopier or personally delivered or, in the case of a mailed notice, upon receipt, in each case given or addressed as aforesaid. SECTION 10. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement, incorporated herein by reference or contained in the certificates of officers of the Seller submitted pursuant hereto, shall remain operative and in full force and effect and shall survive delivery of the Mortgage Loans by the Seller to the Purchaser (and by the Purchaser to the Trustee). SECTION 11. Severability of Provisions. Any part, provision, representation, warranty or covenant of this Agreement that is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation, warranty or covenant of this Agreement that is prohibited or unenforceable or is held to be void or unenforceable in any particular jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof. SECTION 12. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but which together shall constitute one and the same agreement. SECTION 13. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF NEW YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT. SECTION 14. Attorneys' Fees. If any legal action, suit or proceeding is commenced between the Seller and the Purchaser regarding their respective rights and obligations under this Agreement, the prevailing party shall be entitled to recover, in addition to damages or other relief, costs and expenses, attorneys' fees and court costs (including, without limitation, expert witness fees). As used herein, the term "prevailing party" shall mean the party which obtains the principal relief it has sought, whether by compromise settlement or judgment. If the party which commenced or instituted the action, suit or proceeding shall dismiss or discontinue it without the concurrence of the other party, such other party shall be deemed the prevailing party. 15 SECTION 15. Further Assurances. The Seller and the Purchaser agree to execute and deliver such instruments and take such further actions as the other party may, from time to time, reasonably request in order to effectuate the purposes and to carry out the terms of this Agreement. SECTION 16. Successors and Assigns. The rights and obligations of the Seller under this Agreement shall not be assigned by the Seller without the prior written consent of the Purchaser, except that any person into which the Seller may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Seller is a party, or any person succeeding to all or substantially all of the business of the Seller, shall be the successor to the Seller hereunder. The Purchaser has the right to assign its interest under this Agreement, in whole or in part, as may be required to effect the purposes of the Pooling and Servicing Agreement, and the assignee shall, to the extent of such assignment, succeed to the rights and obligations hereunder of the Purchaser. Subject to the foregoing, this Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Purchaser and their permitted successors and assigns. No holder or beneficial owner of a Certificate shall be deemed a permitted successor or assign to the Purchaser solely by reason of its interest in such Certificate. SECTION 17. Amendments. No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by a duly authorized officer of the party against whom such waiver or modification is sought to be enforced. No amendment to the Pooling and Servicing Agreement which relates to defined terms contained therein, Section 2.01(d) thereof or the repurchase obligations or any other obligations of the Seller shall be effective against the Seller (in such capacity) unless the Seller shall have agreed to such amendment in writing. SECTION 18. Accountants' Letters. The parties hereto shall cooperate with accountants designated by CCMSI and reasonably acceptable to the Seller in making available all information and taking all steps reasonably necessary to permit such accountants to deliver the letters required by the Underwriting Agreement and/or the Certificate Purchase Agreement. SECTION 19. Knowledge. Whenever a representation or warranty or other statement in this Agreement is made with respect to a Person's "knowledge", such statement refers to such Person's employees or agents who were or are responsible for or involved with the indicated matter and have actual knowledge of the matter in question. SECTION 20. Disclosure Materials. The Purchaser shall provide the Seller with a copy of the Memorandum and the Prospectus Supplement promptly following their becoming available. SECTION 21. ShopKo Portfolio. Notwithstanding anything to the contrary contained herein, it is understood and agreed that: (i) the Mortgage Loan identified on the Mortgage Loan Schedule by loan number 1 is part of an aggregate debt secured by the Mortgaged Properties identified on the Mortgage Loan Schedule as the ShopKo Portfolio; (ii) one of the Other Mortgage Loans will also constitute part of that same aggregate debt (such 16 Other Mortgage Loan, the "Other ShopKo Portfolio Mortgage Loan"); and (iii) the Seller shall have no obligations or liabilities associated with the Other ShopKo Portfolio Mortgage Loan. [SIGNATURES COMMENCE ON THE FOLLOWING PAGE] 17 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/ Angela Vleck --------------------------------- Name: Angela Vleck Title: Authorized Signatory PURCHASER --------- CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. By: /s/ Angela Vleck --------------------------------- Name: Angela Vleck Title: Vice President MORTGAGE LOAN PURCHASE AGREEMENT EXHIBIT A --------- ADDRESS FOR NOTICES ------------------- Seller: ------- Address for Notices: Citigroup Global Markets Realty Corp. 388 Greenwich Street New York, New York 10013 Attn: Angela Vleck Facsimile Number: (212) 816-8307 Purchaser: ---------- Address for Notices: Citigroup Commercial Mortgage Securities Inc. 388 Greenwich Street New York, New York 10013 Attn: Angela Vleck Facsimile Number: (212) 816-8307 SCHEDULE I ---------- GENERAL MORTGAGE REPRESENTATIONS AND WARRANTIES 1. The information pertaining to each Mortgage Loan set forth in the Mortgage Loan Schedule was true and correct in all material respects as of the Cut-off Date. 2. As of the date of its origination, such Mortgage Loan and the interest (exclusive of any default interest, late charges or prepayment premiums) contracted for thereunder, complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan, including those pertaining to usury. 3. Immediately prior to the sale, transfer and assignment to the Purchaser, the Seller had good and marketable title to, and was the sole owner of, each Mortgage Loan and the Seller is transferring such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan, but subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain Servicing Rights Purchase Agreement dated as of the Closing Date between the Master Servicer and the Seller. Upon consummation of the transactions contemplated by the Mortgage Loan Purchase Agreement, the Seller will have validly and effectively conveyed to the Purchaser all legal and beneficial interest in and to such Mortgage Loan free and clear of any pledge, lien or security interest. 4. The proceeds of such Mortgage Loan have been fully disbursed (except to the extent that a portion of such proceeds is being held in escrow or reserve accounts) and there is no requirement for future advances thereunder by the Mortgagee. 5. Each related Mortgage Note, Mortgage, Assignment of Leases (if any) and other agreement executed by the Mortgagor in connection with such Mortgage Loan is a legal, valid and binding obligation of the related Mortgagor (subject to any non-recourse provisions therein and any state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except (a) that certain provisions contained in such Mortgage Loan documents are or may be unenforceable in whole or in part under applicable state or federal laws, but neither the application of any such laws to any such provision nor the inclusion of any such provisions renders any of the Mortgage Loan documents invalid as a whole and such Mortgage Loan documents taken as a whole are enforceable to the extent necessary and customary for the practical realization of the principal rights and benefits afforded thereby and (b) as such enforcement may be limited by bankruptcy, insolvency, receivership, reorganization, moratorium, redemption, liquidation or other laws affecting the enforcement of creditors' rights generally, or by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). The related Mortgage Note and Mortgage contain no I-1 provision limiting the right or ability of the Seller to assign, transfer and convey the related Mortgage Loan to any other Person. 6. As of the date of its origination, there was no valid offset, defense, counterclaim, abatement or right to rescission with respect to any of the related Mortgage Notes, Mortgage(s) or other agreements executed in connection therewith, and, as of the Cut-off Date, there is no valid offset, defense, counterclaim or right to rescission with respect to such Mortgage Note, Mortgage(s) or other agreements, except in each case, with respect to the enforceability of any provisions requiring the payment of default interest, late fees, Additional Interest, prepayment premiums or yield maintenance charges. 7. Each related assignment of Mortgage and assignment of Assignment of Leases from the Seller to the Trustee constitutes the legal, valid and binding assignment from the Seller, except as such enforcement may be limited by bankruptcy, insolvency, redemption, reorganization, liquidation, receivership, moratorium or other laws relating to or affecting creditors' rights generally or by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). Each Mortgage and Assignment of Leases is freely assignable. 8. Each related Mortgage is a valid and enforceable first lien on the related Mortgaged Property subject only to the exceptions and limitations set forth in representation (5) above and the following title exceptions (each such title exception, a "Title Exception", and collectively, the "Title Exceptions"): (a) the lien of current real property taxes, ground rents, water charges, sewer rents and assessments not yet delinquent or accruing interest or penalties, (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record, none of which, individually or in the aggregate, materially and adversely interferes with the current use of the Mortgaged Property or the security intended to be provided by such Mortgage or with the Mortgagor's ability to pay its obligations under the Mortgage Loan when they become due or materially and adversely affects the value of the Mortgaged Property, (c) the exceptions (general and specific) and exclusions set forth in the applicable policy described in representation (12) below or appearing of record, none of which, individually or in the aggregate, materially interferes with the current use of the Mortgaged Property or the security intended to be provided by such Mortgage or with the Mortgagor's ability to pay its obligations under the Mortgage Loan when they become due or materially and adversely affects the value of the Mortgaged Property, (d) other matters to which like properties are commonly subject, none of which, individually or in the aggregate, materially and adversely interferes with the current use of the Mortgaged Property or the security intended to be provided by such Mortgage or with the Mortgagor's ability to pay its obligations under the Mortgage Loan when they become due or materially and adversely affects the value of the Mortgaged Property, (e) the right of tenants (whether under ground leases, space leases or operating leases) at the Mortgaged Property to remain following a foreclosure or similar proceeding (provided that such tenants are performing under such leases), (f) if such Mortgage Loan is cross-collateralized with any other Mortgage Loan, the lien of I-2 the Mortgage for such other Mortgage Loan, and (g) if such Mortgage Loan is part of a Loan Combination, the lien of the Mortgage for the related Non-Trust Loan. Except with respect to cross-collateralized and cross-defaulted Mortgage Loans and Mortgage Loans that are part of a Loan Combination, there are no mortgage loans that are senior or pari passu in right of payment with the subject Mortgage Loan that are secured by the related Mortgaged Property. 9. UCC Financing Statements have been filed and/or recorded (or, if not filed and/or recorded, have been submitted in proper form for filing and recording) in all public places necessary at the time of the origination of each Mortgage Loan to perfect a valid security interest in all items of personal property reasonably necessary to operate the Mortgaged Property owned by a Mortgagor and located on the related Mortgaged Property (other than any personal property subject to a purchase money security interest or a sale and leaseback financing arrangement permitted under the terms of such Mortgage Loan or any other personal property leases applicable to such personal property), to the extent perfection may be effected pursuant to applicable law by recording or filing of UCC Financing Statements, and the Mortgages, security agreements, chattel mortgages or equivalent documents related to and delivered in connection with the related Mortgage Loan establish and create a valid and enforceable lien and security interest on such items of personalty except as such enforcement may be limited by bankruptcy, insolvency, receivership, reorganization, moratorium, redemption, liquidation or other laws affecting the enforcement of creditor's rights generally, or by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). Notwithstanding any of the foregoing, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of UCC Financing Statements are required in order to effect such perfection. 10. All real estate taxes and governmental assessments, or installments thereof, which would be a lien on the Mortgaged Property and that prior to the Cut-off Date have become delinquent in respect of each related Mortgaged Property, have been paid, or an escrow of funds in an amount sufficient (together with escrow payments required to be made prior to delinquency) to cover such payments has been established. For purposes of this representation and warranty, real estate taxes and governmental assessments and installments thereof shall not be considered delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable thereon and (b) the date on which enforcement action is entitled to be taken by the related taxing authority. 11. To the Seller's actual knowledge as of the Cut-off Date, and to the Seller's actual knowledge based solely upon due diligence customarily performed with the origination of comparable mortgage loans by the Seller, each related Mortgaged Property was free and clear of any material damage (other than deferred maintenance for which escrows were established at origination) that would materially and adversely affect the value of such Mortgaged Property as security for the Mortgage Loan, and to the Seller's actual knowledge as of the Cut-off Date there was no proceeding pending for the total or partial condemnation of such Mortgaged Property. I-3 12. The lien of each related Mortgage as a first priority lien in the original principal amount of such Mortgage Loan (and, in the case of a Mortgage Loan that is part of a Loan Combination, in the original (aggregate, if applicable) principal amount of the other mortgage loan(s) constituting the related Loan Combination) after all advances of principal (as set forth on the Mortgage Loan Schedule) is insured by an ALTA lender's title insurance policy (or a binding commitment therefor), or its equivalent as adopted in the applicable jurisdiction, insuring the Seller, its successors and assigns, subject only to the Title Exceptions; the Seller or its successors or assigns is the named insured of such policy; such policy is assignable in connection with the assignment of the related Mortgage Note without consent of the insurer and will inure to the benefit of the Trustee as mortgagee of record; such policy is in full force and effect upon the consummation of the transactions contemplated by this Agreement; all premiums thereon have been paid; no material claims have been made under such policy and the Seller has not done anything, by act or omission, and the Seller has no actual knowledge of any matter, which would impair or diminish the coverage of such policy. The insurer issuing such policy is either (x) a nationally recognized title insurance company or (y) qualified to do business in the jurisdiction in which the related Mortgaged Property is located to the extent required; and such policy contains no material exclusions for, or affirmatively insures (except for any Mortgaged Property located in a jurisdiction where such insurance is not available) (a) access to a public road or (b) against any loss due to encroachments of any material portion of the improvements thereon. 13. As of the date of its origination, all insurance coverage required under each related Mortgage was in full force and effect with respect to each related Mortgaged Property, which insurance covered such risks as were customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security of property comparable to the related Mortgaged Property in the jurisdiction in which such Mortgaged Property is located, and with respect to a fire and extended perils insurance policy, was in an amount (subject to a customary deductible) at least equal to the lesser of (i) the replacement cost of improvements located on such Mortgaged Property, or (ii) the original principal balance of the Mortgage Loan (and, in the case of a Mortgage Loan that is part of a Loan Combination, in the original (aggregate, if applicable) principal amount of the other mortgage loan(s) constituting the related Loan Combination), and in any event, in an amount necessary to prevent operation of any co-insurance provisions, and, except if such Mortgaged Property is operated as a mobile home park, such Mortgaged Property is also covered by business interruption or rental loss insurance, in an amount at least equal to 12 months of operations of the related Mortgaged Property (or in the case of a Mortgaged Property without any elevator, 6 months); and as of the Cut-off Date, to the actual knowledge of the Seller, all insurance coverage required under each Mortgage, which insurance covers such risks and is in such amounts as are customarily acceptable to prudent commercial and multifamily I-4 mortgage lending institutions lending on the security of property comparable to the related Mortgaged Property in the jurisdiction in which such Mortgaged Property is located, is in full force and effect with respect to each related Mortgaged Property; and all premiums due and payable through the Closing Date have been paid; and no notice of termination or cancellation with respect to any such insurance policy has been received by the Seller. Except for certain amounts not greater than amounts which would be considered prudent by a commercial and multifamily mortgage lending institution with respect to a similar mortgage loan and which are set forth in the related Mortgage, any insurance proceeds in respect of a casualty loss are required to be applied either (i) to the repair or restoration of all or part of the related Mortgaged Property or (ii) to the reduction of the outstanding principal balance of the Mortgage Loan, subject in either case to requirements with respect to leases at the related Mortgaged Property and to other exceptions customarily provided for by prudent commercial and multifamily mortgage lending institutions for similar loans. The Mortgaged Property is also covered by comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the related Mortgaged Property, in an amount customarily required by prudent commercial and multifamily mortgage lending institutions. The insurance policies contain a standard mortgagee clause naming the holder of the related Mortgage, its successors and assigns as loss payee, in the case of a property insurance policy, and additional insured in the case of a liability insurance policy, and provide that they are not terminable without 30 days prior written notice to the Mortgagee (or, with respect to non-payment, 10 days prior written notice to the Mortgagee) or such lesser period as prescribed by applicable law. Each Mortgage requires that the Mortgagor maintain insurance as described above or permits the Mortgagee to require insurance as described above, and permits the Mortgagee to purchase such insurance at the Mortgagor's expense if Mortgagor fails to do so. 14. Other than payments due but not yet 30 days or more delinquent, to the Seller's actual knowledge, based upon due diligence customarily performed with the servicing of comparable mortgage loans by prudent commercial and multifamily mortgage lending institutions, there is no material default, breach, violation or event of acceleration existing under the related Mortgage or the related Mortgage Note, and to the Seller's actual knowledge no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration; provided, however, that this representation and warranty does not address or otherwise cover any default, breach, violation or event of acceleration that specifically pertains to any matter otherwise covered by any other representation and warranty made by the Seller in any paragraph of this Schedule I or in any paragraph of Schedule II; and the Seller has not waived any material default, breach, violation or event of acceleration under such Mortgage or Mortgage Note, except for a written waiver contained in the related Mortgage File being delivered to the Purchaser, and pursuant to the terms of the related Mortgage or the related Mortgage Note and other documents in the related Mortgage File, no Person or party other than the holder of such Mortgage Note may declare any event of default or accelerate the related indebtedness under either of such Mortgage or Mortgage Note. 15. As of the Closing Date, each Mortgage Loan is not, and in the prior 12 months (or since the date of origination if such Mortgage Loan has been originated within the past 12 months), has not been, 30 days or more past due in respect of any Scheduled Payment. I-5 16. Except with respect to ARD Loans, which provide that the rate at which interest accrues thereon increases after the Anticipated Repayment Date, the Mortgage Rate (exclusive of any default interest, late charges or prepayment premiums) of such Mortgage Loan is a fixed rate. 17. No related Mortgage provides for or permits, without the prior written consent of the holder of the Mortgage Note, any related Mortgaged Property to secure any other promissory note or obligation except as expressly described in such Mortgage or other Mortgage Loan document. 18. Each Mortgage Loan is directly secured by a Mortgage on a commercial property or a multifamily residential property, and either (a) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the portion of such commercial or multifamily residential property that consists of an interest in real property (within the meaning of Treasury Regulations Sections 1.856-3(c) and 1.856-3(d)) and such interest in real property was the only security for such Mortgage Loan as of the Testing Date (as defined below), or (b) the fair market value of the interest in real property which secures such Mortgage Loan was at least equal to 80% of the principal amount of such Mortgage Loan (i) as of the Testing Date, or (ii) as of the Closing Date. For purposes of the previous sentence, (A) the fair market value of the referenced interest in real property shall first be reduced by (1) the amount of any lien on such interest in real property that is senior to such Mortgage Loan, and (2) a proportionate amount of any lien on such interest in real property that is on a parity with the Mortgage Loan, and (B) the "Testing Date" shall be the date on which the referenced Mortgage Loan was originated ------------- unless (1) such Mortgage Loan was modified after the date of its origination in a manner that would cause a "significant modification" of such Mortgage Loan within the meaning of Treasury Regulations Section 1.1001-3(b), and (2) such "significant modification" did not occur at a time when such Mortgage Loan was in default or when default with respect to such Mortgage Loan was reasonably foreseeable. However, if the referenced Mortgage Loan has been subjected to a "significant modification" after the date of its origination and at a time when such Mortgage Loan was not in default or when default with respect to such Mortgage Loan was not reasonably foreseeable, the Testing Date shall be the date upon which the latest such "significant modification" occurred. 19. One or more environmental site assessments, updates or transaction screens thereof were performed by an environmental consulting firm independent of the Seller and the Seller's affiliates with respect to each related Mortgaged Property during the 18-months preceding the origination of the related Mortgage Loan, except for those Mortgage Loans identified on Annex A to this Schedule I for which a lender's environmental insurance policy was obtained in lieu of such environmental site assessments, updates and transaction screens, and the Seller, having made no independent inquiry other than to review the report(s) prepared in connection with the assessment(s), updates or transaction screens referenced herein, has no actual knowledge and has received no notice of any material and adverse environmental condition or circumstance 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 I-6 Environmental Site Assessment Process Designation: E 1527-00, as recommended by the American Society for Testing and Materials (ASTM), with respect to the related Mortgaged Property and the same have not been subsequently addressed in all material respects, then one or more of the following is true: (i) an escrow greater than 100% of the amount identified as necessary by the environmental consulting firm to address the REC is held by the Seller for purposes of effecting same (and the related Mortgagor has covenanted in the Mortgage Loan documents to perform such work); (ii) the related Mortgagor or other responsible party having financial resources reasonably estimated to be adequate to address the REC is required to take such actions or is liable for the failure to take such actions, if any, with respect to such circumstances or conditions as have been required by the applicable governmental regulatory authority or any environmental law or regulation; (iii) the related Mortgagor has provided a lender's environmental insurance policy (in which case such Mortgage Loan is identified on Annex A to this Schedule I); (iv) an operations and maintenance plan has been or will be implemented; (v) such conditions or circumstances were investigated further and based upon such additional investigation, a qualified environmental consultant recommended no further investigation or remediation; or (vi) the Mortgagor or other responsible party has obtained a no further action letter or other evidence that governmental authorities have no intention of taking any action or requiring any action in respect of the REC. All environmental assessments or updates that were in the possession of the Seller and that relate to a Mortgaged Property insured by an environmental insurance policy have been delivered to or disclosed to the environmental insurance carrier issuing such policy prior to the issuance of such policy. 20. Each related Mortgage and Assignment of Leases, together with applicable state law, contains customary and enforceable provisions for comparable mortgaged properties similarly situated such as to render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security, including realization by judicial or, if applicable, non-judicial foreclosure, subject to the effects of bankruptcy, insolvency, reorganization, receivership, moratorium, redemption, liquidation or similar laws affecting the rights of creditors and the application of principles of equity. 21. At the time of origination and, to the actual knowledge of Seller as of the Cut-off Date, no Mortgagor is a debtor in any state or federal bankruptcy or insolvency proceeding. 22. Except with respect to any Mortgage Loan that is part of a Loan Combination, each Mortgage Loan is a whole loan and contains no equity participation by the Seller or shared appreciation feature and does not provide for any contingent or additional interest in the form of participation in the cash flow of the related Mortgaged Property or, other than the ARD Loans, provide for negative amortization. The Seller holds no preferred equity interest in the related Mortgagor. 23. Subject to certain exceptions, which are customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security of property comparable to the related Mortgaged Property, each related Mortgage or loan I-7 agreement contains provisions for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without complying with the requirements of the Mortgage or loan agreement, (a) the related Mortgaged Property, or any controlling interest in the related Mortgagor, is directly transferred or sold (other than by reason of family and estate planning transfers, transfers by devise, descent or operation of law upon the death or incapacity of a member, general partner or shareholder of the related Mortgagor, transfers of less than a controlling interest in a mortgagor, issuance of non-controlling new equity interests, transfers among existing members, partners or shareholders in the Mortgagor or an affiliate thereof, transfers among affiliated Mortgagors with respect to cross-collateralized and cross-defaulted Mortgage Loans or multi-property Mortgage Loans or transfers of a similar nature to the foregoing meeting the requirements of the Mortgage Loan, such as pledges of ownership interest that do not result in a change of control) or a substitution or release of collateral is effected other than in the circumstances specified in representation (26) below, or (b) the related Mortgaged Property is encumbered in connection with subordinate financing by a lien or security interest against the related Mortgaged Property, other than any existing permitted additional debt. 24. Except as set forth in the related Mortgage File, the terms of the related Mortgage Note and Mortgage(s) have not been waived, modified, altered, satisfied, impaired, canceled, subordinated or rescinded in any manner which materially interferes with the security intended to be provided by such Mortgage. 25. Each related Mortgaged Property was inspected by or on behalf of the related originator or an affiliate during the 12-month period prior to the related origination date. 26. Since origination, no material portion of the related Mortgaged Property has been released from the lien of the related Mortgage in any manner which materially and adversely affects the value of the Mortgage Loan or materially interferes with the security intended to be provided by such Mortgage, and, except with respect to Mortgage Loans (a) which permit defeasance by means of substituting for the Mortgaged Property (or, in the case of a Mortgage Loan secured by multiple Mortgaged Properties, one or more of such Mortgaged Properties) "government securities" within the meaning of Treasury Regulation Section 1.860G-2(a)(8)(i) sufficient to pay the Mortgage Loans (or portions thereof) in accordance with their terms, (b) where a release of the portion of the Mortgaged Property was contemplated at origination and such portion was not considered material for purposes of underwriting the Mortgage Loan, (c) where release is conditional upon the satisfaction of certain underwriting and legal requirements and the payment of a release price that represents adequate consideration for such Mortgaged Property or the portion thereof that is being released, (d) which permit the related Mortgagor to substitute a replacement property in compliance with REMIC Provisions or (e) which permit the release(s) of unimproved out-parcels or other portions of the Mortgaged Property that will not have a material adverse affect on the underwritten value of the security for the Mortgage Loan or that were not allocated any value in the underwriting during the origination of the Mortgage Loan, the terms of the related Mortgage do not provide for I-8 release of any portion of the Mortgaged Property from the lien of the Mortgage except in consideration of payment in full therefor. 27. To the Seller's actual knowledge, based upon a letter from governmental authorities, a legal opinion, an endorsement to the related title policy, an architect's letter or zoning consultant's report or based upon other due diligence considered reasonable by prudent commercial and multifamily mortgage lending institutions in the area where the applicable Mortgaged Property is located, as of the date of origination of such Mortgage Loan and as of the Cut-off Date, there are no material violations of any applicable zoning ordinances, building codes and land laws applicable to the Mortgaged Property or the use and occupancy thereof which (a) are not insured by an ALTA lender's title insurance policy (or a binding commitment therefor), or its equivalent as adopted in the applicable jurisdiction, or a law and ordinance insurance policy or (b) would have a material adverse effect on the value, operation or net operating income of the Mortgaged Property. 28. To the Seller's actual knowledge based on surveys and/or the title policy referred to herein obtained in connection with the origination of each Mortgage Loan, none of the material improvements which were included for the purposes of determining the appraised value of the related Mortgaged Property at the time of the origination of the Mortgage Loan lies outside of the boundaries and building restriction lines of such property (except Mortgaged Properties which are legal non-conforming uses), to an extent which would have a material adverse affect on the value of the Mortgaged Property or related Mortgagor's use and operation of such Mortgaged Property (unless affirmatively covered by title insurance) and no improvements on adjoining properties encroached upon such Mortgaged Property to an extent which would have a material adverse affect on the value of the Mortgaged Property or related Mortgagor's use and operation of such Mortgaged Property (unless affirmatively covered by title insurance). 29. With respect to at least 95% of the Mortgage Loans (by principal balance) having a Cut-off Date Balance in excess of 1% of the 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 I-9 other amounts due under such Mortgage Loan or the security intended to be provided by the Mortgage Loan documents or the current use of the Mortgaged Property. 32. As of the date of origination, and, to the Seller's actual knowledge, as of the Cut-off Date, if the related Mortgage is a deed of trust, a trustee, duly qualified under applicable law to serve as such, has either been properly designated and serving under such Mortgage or may be substituted in accordance with the Mortgage and applicable law. 33. Except with respect to any Mortgage Loan that is part of a Loan Combination, the related Mortgage Note is not secured by any collateral that secures a mortgage loan that is not in the Trust Fund. and each Mortgage Loan that is cross-collateralized is cross-collateralized only with other Mortgage Loans sold pursuant to this Agreement. 34. The improvements located on the Mortgaged Property are either not located in a federally designated special flood hazard area or the Mortgagor is required to maintain or the mortgagee maintains, flood insurance with respect to such improvements and such insurance policy is in full force and effect. 35. All escrow deposits and payments required pursuant to the Mortgage Loan as of the Closing Date required to be deposited with the Seller in accordance with the Mortgage Loan documents have been so deposited, and to the extent not disbursed or otherwise released in accordance with the related Mortgage Loan documents, are in the possession, or under the control, of the Seller or its agent and there are no deficiencies in connection therewith. 36. To the Seller's actual knowledge, based on the due diligence customarily performed in the origination of comparable mortgage loans by prudent commercial and multifamily mortgage lending institutions with respect to the related geographic area and properties comparable to the related Mortgaged Property, as of the date of origination of the Mortgage Loan, the related Mortgagor was in possession of all material licenses, permits and authorizations then required for use of the related Mortgaged Property, and, as of the Cut-off Date, the Seller has no actual knowledge that the related Mortgagor was not in possession of such licenses, permits and authorizations. 37. The origination (or acquisition, as the case may be) practices used by the Seller or its affiliates with respect to the Mortgage Loan have been in all material respects legal and the servicing and collection practices used by the Seller or its affiliates with respect to the Mortgage Loan have met customary industry standards for servicing of commercial mortgage loans for conduit loan programs. 38. Except for any Mortgage Loan secured by a Mortgagor's leasehold interest in the related Mortgaged Property, the related Mortgagor (or its affiliate) has title in the fee simple interest in each related Mortgaged Property. 39. The Mortgage Loan documents for each Mortgage Loan provide that each Mortgage Loan is non-recourse to the related Mortgagor except that the related I-10 Mortgagor accepts responsibility for fraud and/or other intentional material misrepresentation. The Mortgage Loan documents for each Mortgage Loan provide that the related Mortgagor shall be liable to the lender for losses incurred due to the misapplication or misappropriation of rents collected in advance or received by the related Mortgagor after the occurrence of an event of default and not paid to the Mortgagee or applied to the Mortgaged Property in the ordinary course of business, misapplication or conversion by the Mortgagor of insurance proceeds or condemnation awards or breach of the environmental covenants in the related Mortgage Loan documents. 40. Subject to the exceptions set forth in representation (5), the Assignment of Leases set forth in the Mortgage or separate from the related Mortgage and related to and delivered in connection with each Mortgage Loan establishes and creates a valid, subsisting and enforceable lien and security interest in the related Mortgagor's interest in all leases, subleases, licenses or other agreements pursuant to which any Person is entitled to occupy, use or possess all or any portion of the real property. 41. With respect to such Mortgage Loan, any prepayment premium constitutes a "customary prepayment penalty" within the meaning of Treasury Regulations Section 1.860G-1(b)(2). 42. If such Mortgage Loan contains a provision for any defeasance of mortgage collateral, such Mortgage Loan permits defeasance (a) no earlier than two years after the Closing Date, and (b) only with substitute collateral constituting "government securities" within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(i) in an amount sufficient to make all scheduled payments under the Mortgage Note. In addition, if such Mortgage contains such a defeasance provision, it provides (or otherwise contains provisions pursuant to which the holder can require) that an opinion be provided to the effect that such holder has a first priority perfected security interest in the defeasance collateral. The related Mortgage Loan documents permit the lender to charge all of its expenses associated with a defeasance to the Mortgagor (including rating agencies' fees, accounting fees and attorneys' fees), and provide that the related Mortgagor must deliver (or otherwise, the Mortgage Loan documents contain certain provisions pursuant to which the lender can require) (i) an accountant's certification as to the adequacy of the defeasance collateral to make payments under the related Mortgage Loan for the remainder of its term, (ii) an Opinion of Counsel that the defeasance complies with all applicable REMIC Provisions, and (iii) assurances from the Rating Agencies that the defeasance will not result in the withdrawal, downgrade or qualification of the ratings assigned to the Certificates. Notwithstanding the foregoing, some of the Mortgage Loan documents may not affirmatively contain all such requirements, but such requirements are effectively present in such documents due to the general obligation to comply with the REMIC Provisions and/or deliver a REMIC Opinion of Counsel. 43. To the extent required under applicable law as of the date of origination, and necessary for the enforceability or collectability of the Mortgage Loan, the originator of such Mortgage Loan was authorized to do business in the jurisdiction in which the I-11 related Mortgaged Property is located at all times when it originated and held the Mortgage Loan. 44. Neither the Seller nor any affiliate thereof has any obligation to make any capital contributions to the Mortgagor under the Mortgage Loan. 45. Except with respect to any Mortgage Loan that is part of a Loan Combination, none of the Mortgaged Properties are encumbered, and none of the Mortgage Loan documents permit the related Mortgaged Property to be encumbered subsequent to the Closing Date without the prior written consent of the holder thereof, by any lien securing the payment of money junior to or of equal priority with, or superior to, the lien of the related Mortgage (other than Title Exceptions, taxes, assessments and contested mechanics and materialmen's liens that become payable after the Cut-off Date of the related Mortgage Loan). I-12 ANNEX A (TO SCHEDULE I) Mortgage Loans as to Which the Related Mortgagor Obtained a Lender's Environmental Insurance Policy None. I-13 SCHEDULE II GROUND LEASE REPRESENTATIONS AND WARRANTIES With respect to each Mortgage Loan secured by a leasehold interest (except with respect to any Mortgage Loan also secured by a fee interest in the related Mortgaged Property), the Seller represents and warrants the following with respect to the related Ground Lease: 1. Such Ground Lease or a memorandum thereof has been or will be duly recorded no later than 30 days after the Closing Date and such Ground Lease permits the interest of the lessee thereunder to be encumbered by the related Mortgage or, if consent of the lessor thereunder is required, it has been obtained prior to the Closing Date. 2. Upon the foreclosure of the Mortgage Loan (or acceptance of a deed in lieu thereof), the Mortgagor's interest in such ground lease is assignable to the mortgagee under the leasehold estate and its assigns without the consent of the lessor thereunder (or, if any such consent is required, it has been obtained prior to the Closing Date). 3. Such Ground Lease may not be amended, modified, canceled or terminated without the prior written consent of the mortgagee and any such action without such consent is not binding on the mortgagee, its successors or assigns, except termination or cancellation if (a) an event of default occurs under the Ground Lease, (b) notice thereof is provided to the mortgagee and (c) such default is curable by the mortgagee as provided in the Ground Lease but remains uncured beyond the applicable cure period. 4. To the actual knowledge of the Seller, at the Closing Date, such Ground Lease is in full force and effect and other than payments due but not yet 30 days or more delinquent, (a) there is no material default, and (b) there is no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default under such Ground Lease. 5. The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give notice of any default by the lessee to the mortgagee. The ground lease or ancillary agreement further provides that no notice of default given is effective against the mortgagee unless a copy has been given to the mortgagee in a manner described in the ground lease or ancillary agreement. 6. The ground lease (a) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, subject, however, to only the Title Exceptions or (b) is subject to a subordination, non-disturbance and attornment agreement to which the mortgagee on the lessor's fee interest in the Mortgaged Property is subject. 7. A mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the ground lease) to cure any curable default under such Ground Lease before the lessor thereunder may terminate such Ground Lease. II-1 8. Such Ground Lease has an original term (together with any extension options, whether or not currently exercised, set forth therein all of which can be exercised by the mortgagee if the mortgagee acquires the lessee's rights under the Ground Lease) that extends not less than 20 years beyond the Stated Maturity Date. 9. Under the terms of such Ground Lease, any estoppel or consent letter received by the mortgagee from the lessor, and the related Mortgage, taken together, any related insurance proceeds or condemnation award (other than in respect of a total or substantially total loss or taking) will be applied either to the repair or restoration of all or part of the related Mortgaged Property, with the mortgagee or a trustee appointed or approved by it having the right to hold and disburse such proceeds as repair or restoration progresses (except in cases where a provision entitling another party to hold and disburse such proceeds would not be viewed as commercially unreasonable by a prudent commercial and multifamily mortgage lending institution), or to the payment or defeasance of the outstanding principal balance of the Mortgage Loan, together with any accrued interest (except in cases where a different allocation would not be viewed as commercially unreasonable by a prudent commercial and multifamily mortgage lending institution, taking into account the relative duration of the ground lease and the related Mortgage and the ratio of the market value of the related Mortgaged Property to the outstanding principal balance of such Mortgage Loan). 10. The ground lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial and multifamily mortgage lending institution. 11. The ground lessor under such Ground Lease is required to enter into a new lease upon termination of the Ground Lease for any reason, including the rejection of the Ground Lease in bankruptcy. II-2 SCHEDULE III EXCEPTIONS TO GENERAL MORTGAGE REPRESENTATIONS AND WARRANTIES (SET FORTH IN SCHEDULE I) Representation #8 ----------------- ---------------------------------------------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception ---------------------------------------------------------------------------------------------------------------------- Aurora - Hartland With respect to the loans listed to the left, Aurora - Airport certain tenants or others have a right of first Aurora - Edgerton refusal to purchase the related Mortgaged Propert Aurora - Bluemond (or a portion thereof) in the event the related Wolf Creek Apartments Mortgagor elects to sell the related Mortgaged Walgreen's - Henderson, NV Property. While such right of first refusal would Wal-Mart - Fremont, CA not apply to a foreclosure acquisition of the Rite Aid - Louisville Mortgaged Property by the mortgage lender, such Pacso Rite Aid right of first refusal would apply to subsequent Best Buy - Fond Du Lac sales of the Mortgaged Property. Mill & Main Building Walgreen's - Orange, CT Sweet Bay Shopping Center Doubletree Suites - Tukwila, WA Northeast Florida Industrial Center ---------------------------------------------------------------------------------------------------------------------- GT Portfolio - Sara Road / 300 LLC With respect to the loans listed to the left, GT Portfolio - Sara Road / 80 LLC certain tenants or others have an option to purchase the related Mortgaged Property (or a portion thereof). However, such option is subordinated to the lien of the Mortgage, provided however, such option will survive following a foreclosure sale by lender. ---------------------------------------------------------------------------------------------------------------------- Hilltop Square Shopping Center With respect to the loans listed to the left, Taco Bell has an option to purchase the portion of the Mortgaged Property that it currently occupies as tenant, and Wendy's has a right of first refusal with respect to the portion of the Mortgaged Property it currently occupies as tenant. Such option to purchase and the right of first refusal are not subordinated to the lien of the Mortgage. In the event Taco Bell exercises its purchase option, borrower may either (i) fund a reserve with lender in an amount equal to $1,500,000, which reserve shall be applied to that portion of the loan outstanding on the maturity date of the loan or (ii) affect a partial defeasance of the Taco Bell parcel subject to ---------------------------------------------------------------------------------------------------------------------- III-1 ---------------------------------------------------------------------------------------------------------------------- the terms of the loan documents, by, among other things, paying to lender the sum of $638,216. In the event Wendy's exercises its right of refusal, borrower may either (i) fund a reserve with lender in an amount equal to $605,631, which reserve shall be applied to that portion of the loan outstanding on the maturity date of the loan or (ii) affect a partial defeasance of the Wendy's parcel subject to the terms of the loan documents, by, among other things, paying to lender the sum of $605,631. ---------------------------------------------------------------------------------------------------------------------- ShopKo Portfolio (Madison, WI) With respect to the loan listed to the left, there is an outstanding third party purchase option which has not been subordinated to the lien of the related mortgage. The borrower is permitted to release the affected property in connection with such purchase option, subject to certain conditions, including, among other things, by payment of a release price specified in the loan documents. In the event such option is exercised prior to the permitted defeasance date, the ShopKo Portfolio Loan will be subject to prepayment (together with a yield maintenance payment) in an amount equal to the greater of (i) 100% of the allocated loan amount and (ii) the price received by the related borrower in connection with the exercise of such purchase option. ---------------------------------------------------------------------------------------------------------------------- ShopKo Portfolio With respect to the loan listed to the left, such loan is part of a loan combination that includes multiple additional mortgage loans (not included in the series 2006-C4 securitization transaction) that are: (a) pari passu and pro rata in right of payment with, and cross-defaulted with, the subject underlying mortgage loan; and (b) secured by the same mortgage instrument(s) encumbering the same portfolio of mortgaged real properties as is the subject underlying mortgage loan. ---------------------------------------------------------------------------------------------------------------------- III-2 Representation #11 ------------------ ---------------------------------------------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception ---------------------------------------------------------------------------------------------------------------------- ShopKo Portfolio (De Pere, WI) The borrower (with the consent of lender) recently agreed to convey a non-material portion of the mortgaged property to assist in a road project being undertaken to construct a new bridge. The amount of land conveyed was 31 square feet, for which the borrower received $372.00. ---------------------------------------------------------------------------------------------------------------------- ShopKo Portfolio (Walla Walla, WA) The city of Walla Walla is studying a road realignment project that may affect the parking lot and access to the mortgaged property. The borrower is working with a developer and potential purchaser of the adjoining mall to submit alternative site plan designs to ensure desirable access to the mortgaged property and no negative impact with respect to parking. ---------------------------------------------------------------------------------------------------------------------- ShopKo Portfolio (Ashwaubenon, WI) In conjunction with the Wisconsin Department of Transportation, the village of Ashwaubenon is studying an extension of an off-ramp from a nearby state highway that would extend through a portion of excess land near the general office building at the related mortgaged property. The borrower is cooperating with the Village and this project has not been finalized and is still confidential. ---------------------------------------------------------------------------------------------------------------------- ShopKo Portfolio (Stevens Point, WI) The City of Stevens Point and the owner of the adjacent mall desire to realign roads and redevelop certain surrounding properties. The ShopKo store is key to the current development but the building location is not conducive to the developer's optimal design and redevelopment plan. The plans are preliminary and the City has yet to approve any such plans. ---------------------------------------------------------------------------------------------------------------------- Representation #13 ------------------ ---------------------------------------------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception ---------------------------------------------------------------------------------------------------------------------- Aurora - Hartland With respect to the loans listed to the left, no Aurora - Airport business interruption insurance is maintained. ---------------------------------------------------------------------------------------------------------------------- III-3 ---------------------------------------------------------------------------------------------------------------------- Aurora - Edgerton In each case, the respective leases for each Aurora - Bluemond Mortgaged Property do not contain provisions which CVS - Port Richey, FL would permit such tenants to abate rent in the event of a casualty or condemnation. ---------------------------------------------------------------------------------------------------------------------- Wal-Mart Fremont With respect to the loan listed to the left, no business interruption insurance is maintained. However, the security for the loan is land only. ---------------------------------------------------------------------------------------------------------------------- Representation #16 ------------------ ---------------------------------------------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception ---------------------------------------------------------------------------------------------------------------------- Mallard Crossing Apartments The respective interest rates step up annually from Four Winds Apartments the initial mortgage rate through the first seven (7) years of the respective loan terms. ---------------------------------------------------------------------------------------------------------------------- Representation #17 ------------------ ---------------------------------------------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception ---------------------------------------------------------------------------------------------------------------------- Oglethorpe Crossing With respect to the loan listed to the left, a junior mortgage on the related Mortgaged Property secures existing subordinate debt in the original principal amount of $4,612,339.33. Borrower incurred the subordinate debt in connection with the purchase of the related mortgaged property to effectuate a reverse 1031 exchange. The junior mortgagee is JLC Suncoast, LLC, an entity owned by the guarantor under the mortgage loan. The loan documents require the borrower to fully pay off the subordinate debt upon completion of the 1031 exchange which may not be later than August 15, 2006. The subordinate debt documents do not provide for foreclosure rights and the junior loan has been fully subordinated to the mortgage loan pursuant to a subordination agreement delivered by the junior mortgagee. ---------------------------------------------------------------------------------------------------------------------- III-4 ---------------------------------------------------------------------------------------------------------------------- ShopKo Portfolio With respect to the loan listed to the left, such loan is part of a loan combination that includes multiple additional mortgage loans (not included in the series 2006-C4 securitization transaction) that are: (a) pari passu and pro rata in right of payment with, and cross-defaulted with, the subject underlying mortgage loan; and (b) secured by the same mortgage instrument(s) encumbering the same portfolio of mortgaged real properties as is the subject underlying mortgage loan. ---------------------------------------------------------------------------------------------------------------------- Representation #23 ------------------ ---------------------------------------------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception ---------------------------------------------------------------------------------------------------------------------- ShopKo Portfolio With respect to the loan listed to the left, sponsors of the borrower are permitted to pledge indirect interests in the borrower in connection with a line of credit or similar corporate facility secured by all, or substantially all, of such sponsor's assets. ---------------------------------------------------------------------------------------------------------------------- Representation #26 ------------------ ---------------------------------------------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception ---------------------------------------------------------------------------------------------------------------------- Olen Pointe Brea With respect to the loan listed to the left, the loan documents provide for the release of a portion of the related Mortgaged Property consisting of a surface parking lot containing 317 parking spaces in connection with the development of a parking garage and other improvements upon satisfaction of certain conditions as set forth in the loan documents, including, without limitation, (i) the to be built parking garage shall contain no less than 317 parking spaces or a greater number of spaces in order to comply with applicable parking requirements which are dedicated for the exclusive use of the remaining Mortgaged Property; (ii) the delivery of an endorsement to the lender's title insurance policy insuring that lender will continue to have a first lien against the remaining property and (iii) the remaining property shall not be in violation of any zoning, ---------------------------------------------------------------------------------------------------------------------- III-5 ---------------------------------------------------------------------------------------------------------------------- land use, subdivision, or other law, statute, ordinance, rule, regulation, or requirement of any governmental authority having jurisdiction, including, but not limited to, any applicable setback or parking requirement or render all or any part of the remainder of the property a nonconforming use thereunder. ---------------------------------------------------------------------------------------------------------------------- Spring Hill Suites - North Shore Each of the loans listed to the left are Holiday Inn Express - South Side cross-defaulted and cross-collateralized with each Holiday Inn Express - Bridgeville other. The respective Mortgaged Properties may be Comfort Inn - Meadowlands released from the effects of the cross subject to the satisfaction of certain conditions set forth in the related loan documents, including among other things, (a) each of the Mortgaged Properties must meet a debt-service-coverage ratio of 1.35X (except the Bridgeville Mortgaged Property must maintain a debt-service-coverage ratio of 1.40X) for the trailing 12 months at actual loan constant of 7.64% and (b) no event of default under any of the respective loan documents has occurred and is continuing. ---------------------------------------------------------------------------------------------------------------------- Reckson Portfolio II With respect to the loan listed to the left, the related loan documents permit the borrower to obtain the release of an individual property from the lien of the mortgage by simultaneously substituting another property for the released property, subject to the satisfaction of certain conditions, including among other things, (i) no substitution will be permitted until the date after which defeasance is permitted has passed or if any event of default has occurred; (ii) obtaining confirmation from the Rating Agency that the then current ratings of the offered certificates will not be downgraded, withdrawn or qualified as a result of the substitution; (iii) borrower shall have delivered to lender a current appraisal for the substitute property and a current appraisal for the released property; (iv) the debt-service-coverage ratio is equal to or greater than the greater of (A) 95% of the debt-service- coverage ratio for the properties immediately prior to the substitution and (B) 1.5x; (v) the loan-to-value ratio will not be in excess of the lesser of (X) 105% of the loan-to-value ratio for the properties immediately prior to the substitution and (Y) 55%; and (vi) after ---------------------------------------------------------------------------------------------------------------------- III-6 ---------------------------------------------------------------------------------------------------------------------- giving effect to the substitution, the geographic concentrations and general use of the properties will not have materially changed. The borrower is not permitted more than three (3) substitutions during the entire term of the loan, and the aggregate allocated loan amounts of the released properties for all substitutions during the entire term of the loan may not exceed thirty-five percent (35%) of the original principal balance of the loan. ---------------------------------------------------------------------------------------------------------------------- Reckson Portfolio II With respect to the loan listed to the left, the related loan documents provide for the release of any one or more properties upon a sale of such property to a bona fide third party purchaser, subject to the satisfaction of certain conditions, including among others, that (i) no event of default has occurred and is continuing, (ii) the debt service coverage ratio of the remaining properties is equal to or greater than the greater of (A) 95% of the properties calculated immediately prior to the partial release and (B) 1.50x, and (iii) the loan must be partially defeased in the amount of 110% of the allocated loan amount for the released property as a condition to such release. In addition to the foregoing, with respect to the mortgaged property identified as the 55 Charles Lindberg property, a portion of such property consisting of approximately 6.555 acres may be released without the payment of any release price or defeasance upon satisfaction of certain conditions, including, among others, (a) the release partial is legally subdivided, (b) the release parcel shall not be owned by any borrower of the Reckson II Portfolio Loan, and (c) the existing ground lease with respect to the 55 Charles Lindberg property shall be amended to remove the released portion and there shall be a pro-rata reduction in the ground lease rent. ---------------------------------------------------------------------------------------------------------------------- Great Wolf Resorts - Wisconsin With respect to the loan listed to the left, the Dells & Sandusky, Ohio related loan documents provide for the release of the Sandusky, Ohio Mortgaged Property upon satisfaction of certain conditions contained in the related loan documents, including, without limitation, (i) no event of default has occurred and is continuing, (ii) the loan-to-value ratio of the remaining property ---------------------------------------------------------------------------------------------------------------------- III-7 ---------------------------------------------------------------------------------------------------------------------- shall not exceed 55%, (iii) the debt-service-coverage ratio following the release shall be equal to or greater than (A) the debt- service-coverage ratio immediately prior to the release date, or (B) 1.65x, and (iv) the partial defeasance of the loan in the amount of 115% of the allocated loan amount for the Sandusky, Ohio Mortgaged Property. ---------------------------------------------------------------------------------------------------------------------- Stonehenge Apartments With respect to the loan listed to the left, the loan documents provide for the release of any one of the Mortgaged Properties, subject to satisfaction of certain conditions in the loan documents, including, among other things, (i) the debt-service-coverage ratio following the release shall not be less than the debt-service-coverage ratio immediately prior to the release date, (ii) the loan-to-value ratio of the remaining property shall not exceed 80%, and (iii) the delivery of a rating agency confirmation providing that the then current ratings of the offered certificates will not be downgraded, withdrawn or qualified as a result of the release. ---------------------------------------------------------------------------------------------------------------------- Northeast Florida Industrial Center With respect to the loan listed to the left, the related loan documents permit the release of certain vacant parcels of land upon the satisfaction of certain conditions set forth in the loan documents, including among other things, (a) the loan-to-value ratio of the remaining property shall not be greater than the lesser of (i) 80% and (ii) the actual loan-to-value at the time the loan was closed, and that the remaining property shall meet a debt-service-coverage ratio of 1.20X, (b) any tenants with an option to purchase or right of first refusal to purchase or lease any portion of the applicable release parcel shall have waived same and delivered a reasonably satisfactory estoppel certifying same to lender, (c) the delivery of reaffirmed loan documents, and (d) the delivery of a revised ALTA survey and updated title policy. ---------------------------------------------------------------------------------------------------------------------- Virginia Gateway With respect to the loan listed to the left, the related loan documents permit the release of a portion of the Mortgaged Property from the loan upon the satisfaction of certain conditions ---------------------------------------------------------------------------------------------------------------------- III-8 ---------------------------------------------------------------------------------------------------------------------- set forth in the loan documents, including among other things, (a) the release parcel must be conveyed to an entity other than borrower, (b) delivery of a REMIC opinion, (c) the remaining Mortgaged Property must comply with parking, zoning and tenant lease requirements, (d) an easement permitting borrower to use the released parcel for its existing use free of cost must be recorded, and (e) the release parcel must constitute a separate tax lot. ---------------------------------------------------------------------------------------------------------------------- Hilltop Square Shopping Center With respect to the loan listed to the left, the related loan documents permit the release of the Taco Bell Parcel upon satisfaction of certain conditions set forth in the loan documents, including among other things, (a) payment of $1,500,000 or by affecting a Taco Bell Partial Defeasance per the loan documents, (b) the remaining Mortgaged Property must support a loan-to-value ratio of no greater than 75% and a debt-service-coverage ratio of 1.31X, and (c) delivery to lender of all due diligence items necessary to evidence perfection and priority of the remaining Mortgaged Property. Additionally, the loan documents permit the release of the Wendy's Parcel upon satisfaction of certain conditions set forth in the loan documents, including, (a) payment of the greater of $605,630.07 or the consideration paid by Wendy's for the exercise of its right of first refusal, or by affecting a Wendy's Defeasance per the loan documents, (b) the remaining Mortgaged Property must support a loan-to-value ratio of no greater than 75% and a debt-service- coverage ratio of at least 1.31X, and (c) delivery to lender of all due diligence items necessary to evidence perfection and priority of the remaining property. ---------------------------------------------------------------------------------------------------------------------- Prestige Portfolio I With respect to the loan listed to the left, the related loan documents permit the release of one or more individual properties subject to satisfaction of certain conditions in the loan documents, including among other things (a) the debt-service-coverage ratio with respect to the remaining Mortgaged Properties must be at least 1.20X and (b) the payment of a release ---------------------------------------------------------------------------------------------------------------------- III-9 ---------------------------------------------------------------------------------------------------------------------- price in accordance with the following (i) first 25% of defeased dollars at 120% of the allocated loan amount, (ii) second 25% of defeased dollars at 115% of the allocated loan amount, and (iii) remaining defeasance at 110% of the allocated loan amount. ---------------------------------------------------------------------------------------------------------------------- Prestige Portfolio II With respect to the loan listed to the left, the related loan documents permit the release of individual properties constituting the loan collateral, subject to the satisfaction of certain conditions in the loan documents, including among other things (a) the debt-service-coverage ratio on remaining Mortgaged Properties must be at least 1.20X, and (b) defeasance in an amount equal to 115% of allocated loan amount. ---------------------------------------------------------------------------------------------------------------------- ShopKo Portfolio (Madison, WI) With respect to the loan listed to the left, there is an outstanding third party purchase option which has not been subordinated to the lien of the related mortgage. The borrower is permitted to release the affected property in connection with such purchase option, subject to certain conditions, including, among other things, by payment of a release price specified in the loan documents. In the event such option is exercised prior to the permitted defeasance date, the ShopKo Portfolio Loan will be subject to prepayment (together with a yield maintenance payment) in an amount equal to the greater of (i) 100% of the allocated loan amount and (ii) the price received by the related borrower in connection with the exercise of such purchase option. ---------------------------------------------------------------------------------------------------------------------- ShopKo Portfolio The borrower may obtain a release of any of the related mortgaged real properties by substituting another retail property of like kind and quality, subject to satisfaction of the following conditions, among others: (a) the aggregate combined amount (by square foot) of rentable space (expressed as a percentage of the total rentable space) that can be substituted may not exceed 20% in any one calendar year and 30% over the term of the related operating leases at the ShopKo Portfolio mortgaged real properties; (b) based on a current appraisal of ---------------------------------------------------------------------------------------------------------------------- III-10 ---------------------------------------------------------------------------------------------------------------------- the replaced property and the substitute property, the appraised value of the substitute property must be equal to or greater than the appraised value of the replaced property as of origination and immediately prior to the date of proposed substitution; (c) based on a certificate of the related borrower, together with other evidence that would be satisfactory to a prudent institutional mortgage loan lender, after the substitution of a substitute property and the release of the replaced property, the debt service coverage ratio for the 12 full calendar months immediately preceding the date of the substitution with respect to all properties remaining subject to the lien of the related mortgage instrument after the substitution will be equal to or greater than the (i) debt service coverage ratio for the 12 full calendar months immediately preceding the origination date and (ii) debt service coverage ratio for the 12 full calendar months immediately preceding the substitution (including the replaced property and excluding the substitute property); (d) after individual properties with an aggregate square footage of at least ten percent (10%) of the original square footage demised under the related operating leases have been released, if the ShopKo Portfolio Mortgage Loan is part of a securitization, the lender shall have received confirmation in writing from the rating agencies to the effect that such release and substitution will not result in a withdrawal, qualification or downgrade of the respective ratings in effect immediately prior to such release and substitution for the securities issued in connection with the securitization that are then outstanding; (e) the lender has received evidence that the store-level profitability as set forth in the P&L report of the substitute property is equal to or greater than the store-level profitability of the replaced property as set forth in the P&L report for the immediately preceding 12-month period; and (f) no event of default shall have occurred and be continuing and borrower shall be in compliance in all material respects with all terms and conditions set forth in the loan documents. ---------------------------------------------------------------------------------------------------------------------- III-11 Representation #28 ------------------ ---------------------------------------------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception ---------------------------------------------------------------------------------------------------------------------- ShopKo Portfolio No surveys were received in connection with the ShopKo Portfolio Loan. However, title insurance with no survey exception and express map endorsements were issued with respect to the related mortgaged properties. ---------------------------------------------------------------------------------------------------------------------- Representation #31 ------------------ ---------------------------------------------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception ---------------------------------------------------------------------------------------------------------------------- Woodstream Apartments With respect to the loan listed to the left, the related Mortgaged Property is currently in violation of building codes with respect to the ventilation of each of the individual apartment units. $400,000 of loan proceeds were escrowed to pay for the cost of remedying such violation and borrower is required to complete such repairs within 270 days of closing, however, so long as borrower is diligently pursuing completion, borrower may obtain a 60 day extension period to complete such repairs. Lender is not required to release the escrowed funds until borrower provides evidence to lender of satisfactory completion of such repairs, including, a building code compliance letter from the municipality. ---------------------------------------------------------------------------------------------------------------------- ShopKo Portfolio Federated Bond Fund, a Portfolio of Federated Investment Series Funds, Inc. et al v. ShopKo Stores, Inc., Sun Capital, Partners Group IV, Inc., Sun Capital Partners IV, LP, SKO Group Holdings Corp., and SKO Acquisition Group This matter involves a tender by an affiliate ("Affiliate") of ShopKo Stores Operating Co., LLC (an operating tenant of the mortgaged properties which no longer has any relation to the borrower) to purchase its 9.25% Senior Notes due March 15, 2023, Plaintiffs allege (1) the Affiliate violated Section 14(e) of the Securities Exchange Act of 1934 and that any consent solicitations received after July 14, 2005 are invalid, (2) that the Affiliate and the ---------------------------------------------------------------------------------------------------------------------- III-12 ---------------------------------------------------------------------------------------------------------------------- other defendants violated 15 U.S.C.A. Section 78n(e) by manipulating proposed merger transactions, first with an affiliate of Goldner Hawn Johnson & Morrison, Inc. and then with an affiliate of Sun Capital Partners, (3) that the Affiliate committed fraud and coercion in the inducement, and (4) that the Affiliate fraudulently misrepresented the proposed merger transactions. The Affiliate intends to vigorously defend this action. The Affiliate and the other defendants have filed a motion to dismiss the action in lieu of an Answer, an oral argument and the motion was heard on May 12, 2006. Ryan Cannell, Individually and on behalf of others similarly situated v. ShopKo Stores, d/b/a ShopKo Stores and Pamida Stores Purported class action filed by a former general merchandise manager in Boise, Idaho, seeking (1) unpaid wages and overtime pursuant to FLSA, (2) declaration that the Affiliate's practices violate the FLSA, and (3) injunction prohibiting the Affiliate from continuing to misclassify persons in assistant manager positions as exempt from the wage and overtime requirements of the FLSA, and from destroying, altering or discarding evidence and records. The Affiliate has filed a summary judgment motion that is pending before the Court. The Affiliate intends to vigorously defend this action. ---------------------------------------------------------------------------------------------------------------------- III-13 Representation #45 ---------------------------------------------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception ---------------------------------------------------------------------------------------------------------------------- ShopKo Portfolio With respect to the loan listed to the left, sponsors of the borrower are permitted to pledge indirect interests in the borrower in connection with a line of credit or similar corporate facility secured by all, or substantially all, of such sponsor's assets. ---------------------------------------------------------------------------------------------------------------------- III-14 ANNEX A ------- MORTGAGE LOAN SCHEDULE A-1 LOAN LOAN MORTGAGE GROUP NUMBER LOAN SELLER NUMBER LOAN / PROPERTY NAME PROPERTY ADDRESS ------------------------------------------------------------------------------------------------------------------------------------ 1 CGM 1 ShopKo Portfolio Various 1.1 10808 South 132nd Street 10808 South 132nd Street 1.2 700 Pilgrim Way 700 Pilgrim Way 1.3 1717 Lawrence Drive 1717 Lawrence Drive 1.4 301 Bay Park Square 301 Bay Park Square 1.5 55 Lake Boulevard 55 Lake Boulevard 1.6 217 West Ironwood Drive 217 West Ironwood Drive 1.7 1001 East Gowen Road 1001 East Gowen Road 1.8 801 West Central Entrance (Highway 53) 801 West Central Entrance (Highway 53) 1.9 4161 Second Street South (Highway 23) 4161 Second Street South (Highway 23) 1.10 7401 Mineral Point Road 7401 Mineral Point Road 1.11 1000 West Northland Avenue 1000 West Northland Avenue 1.12 2201 Zeier Road 2201 Zeier Road 1.13 1850 Madison Avenue 1850 Madison Avenue 1.14 2820 Highway 63 South 2820 Highway 63 South 1.15 3708 Highway 63 North 3708 Highway 63 North 1.16 3200 Broadway Street 3200 Broadway Street 1.17 2430 East Mason Street 2430 East Mason Street 1.18 867 North Columbia Center Boulevard 867 North Columbia Center Boulevard 1.19 14445 West Center Road 14445 West Center Road 1.20 5646 North 90th Street 5646 North 90th Street 1.21 616 West Johnson Street 616 West Johnson Street 1.22 1150 West Washington Street 1150 West Washington Street 1.23 1601 West 41st Street 1601 West 41st Street 1.24 1845 Haines Avenue 1845 Haines Avenue 1.25 699 Green Bay Road 699 Green Bay Road 1.26 955 West Clairemont Avenue 955 West Clairemont Avenue 1.27 1100 East Riverview Expressway 1100 East Riverview Expressway 1.28 2510 South Reserve Street 2510 South Reserve Street 1.29 1300 Koeller Street 1300 Koeller Street 1.30 800 East Maes Street 800 East Maes Street 1.31 North 9520 Newport Highway North 9520 Newport Highway 1.32 4801 Washington Avenue 4801 Washington Avenue 1.33 4515 South Regal Street 4515 South Regal Street 1.34 1306 North Central Avenue 1306 North Central Avenue 1.35 2500 US Highway 14 2500 US Highway 14 1.36 1209 18th Avenue Northwest 1209 18th Avenue Northwest 1.37 501 Highway 10 Southeast 501 Highway 10 Southeast 1.38 1400 Big Thunder Boulevard 1400 Big Thunder Boulevard 1.39 2101 West Broadway 2101 West Broadway 1.40 2208 North Webb Road 2208 North Webb Road 1.41 5300 52nd Street 5300 52nd Street 1.42 905 South 24th Street West 905 South 24th Street West 1.43 701 South Church Street 701 South Church Street 1.44 1964 West Morton Avenue 1964 West Morton Avenue 1.45 4200 South 27th Street 4200 South 27th Street 1.46 1710 South Main Street 1710 South Main Street 1.47 1578 Appleton Road 1578 Appleton Road 1.48 2761 Prairie Avenue 2761 Prairie Avenue 1.49 9366 State Highway 16 9366 State Highway 16 1.50 2602 Shopko Drive 2602 Shopko Drive 1.51 518 South Taylor Drive 518 South Taylor Drive 1.52 1553 West 9000 South 1553 West 9000 South 1.53 2290 South 1300 East 2290 South 1300 East 1.54 405 Cottonwood Drive 405 Cottonwood Drive 1.55 5801 Summit View Avenue 5801 Summit View Avenue 1.56 1900 North Main Street 1900 North Main Street 1.57 1771 Wisconsin Avenue 1771 Wisconsin Avenue 1.58 4344 Mormon Coulee Road (State Highway 14) 4344 Mormon Coulee Road (State Highway 14) 1.59 1200 Susan Drive 1200 Susan Drive 1.60 2677 South Prairie View Road 2677 South Prairie View Road 1.61 230 North Wisconsin Street 230 North Wisconsin Street 1.62 3415 Calumet Avenue 3415 Calumet Avenue 1.63 700 9th Avenue Southeast 700 9th Avenue Southeast 1.64 1105 East Grand Avenue 1105 East Grand Avenue 1.65 1200 Main Street (State Highway 10) 1200 Main Street (State Highway 10) 1.66 125 Main Street 125 Main Street 1.67 190 South 500 West 190 South 500 West 1.68 500 North Highway 281 500 North Highway 281 1.69 301 Northwest Bypass 301 Northwest Bypass 1.70 3101 North Montana Avenue 3101 North Montana Avenue 1.71 South 1450 Grand Avenue South 1450 Grand Avenue 1.72 500 South Carpenter Avenue 500 South Carpenter Avenue 1.73 4060 Riverdale Road 4060 Riverdale Road 1.74 615 South Monroe 615 South Monroe 1.75 1150 North Main Street 1150 North Main Street 1.76 2655 Broadway Avenue 2655 Broadway Avenue 1.77 4850 West 3500 South 4850 West 3500 South 1.78 1001 South Highway 15 (State Street) 1001 South Highway 15 (State Street) 1.79 1450 East Geneva Street 1450 East Geneva Street 1.80 601 Galvin Road South 601 Galvin Road South 1.81 1018 Washington Boulevard 1018 Washington Boulevard 1.82 1777 Paulson Road 1777 Paulson Road 1.83 405 West 8th Street 405 West 8th Street 1.84 2610 North Bridge Avenue 2610 North Bridge Avenue 1.85 2005 Krenzien Drive 2005 Krenzien Drive 1.86 510 East Philip Avenue 510 East Philip Avenue 1.87 2530 First Avenue North 2530 First Avenue North 1.88 1755 North Humiston Avenue 1755 North Humiston Avenue 1.89 2100 Caldwell Boulevard 2100 Caldwell Boulevard 1.90 900 West Memorial Drive 900 West Memorial Drive 1.91 2741 Roosevelt Street 2741 Roosevelt Street 1.92 2266 North University Parkway 2266 North University Parkway 1.93 1649 Pole Line Road East 1649 Pole Line Road East 1.94 320 County Road O 320 County Road O 1.95 4215 Yellowstone Highway 4215 Yellowstone Highway 1.96 800 East 17th Street 800 East 17th Street 1.97 1350 North Galena Avenue 1350 North Galena Avenue 1.98 1600 Rose Street 1600 Rose Street 1.99 2530 Rudkin Road 2530 Rudkin Road 1.100 555 West South Street 555 West South Street 1.101 955 North Main Street 955 North Main Street 1.102 1341 North Main Street 1341 North Main Street 1.103 747 South Main Street 747 South Main Street 1.104 1425 Janesville Avenue 1425 Janesville Avenue 1.105 2120 Thain Grade 2120 Thain Grade 1.106 3705 Monroe Road 3705 Monroe Road 1.107 2585 Lineville Road 2585 Lineville Road 1.108 1190 North 6th Street 1190 North 6th Street 1.109 1450 West Main Avenue 1450 West Main Avenue 1.110 East 13414 Sprague Avenue East 13414 Sprague Avenue 1.111 313 North Roosevelt Avenue 313 North Roosevelt Avenue 1.112 1011 North Wisconsin Street 1011 North Wisconsin Street 2 CGM 1 Olen Pointe Brea Office Park 1, 2, 3, 4, 6, 20, 30, 40, 50, 60 Pointe Drive 3 CGM 1 Reston Executive Center 12100-12120 Sunset Hills Road 4 CGM 1 Reckson II Office Portfolio Various 4.1 6800 Jericho 6800 Jericho Turnpike 4.2 55 Charles Lindbergh Boulevard 55 Charles Lindbergh Boulevard 4.3 555 White Plains Road 555 White Plains Road 4.4 560 White Plains Road 560 White Plains Road 4.5 200 Broadhollow Road 200 Broadhollow Road 4.6 10 Rooney Circle 10 Rooney Circle 4.7 North Atrium II 6900 Jericho Turnpike 5 CGM 1 Great Wolf Resorts Portfolio Various 5.1 Great Wolf Resort - Sandusky, OH 4600 Milan Road 5.2 Great Wolf Resort - Wisconsin Dells 1440 Great Wolf Drive 7 CGM 1 20 North Orange 20 North Orange Avenue Kratsa Portfolio 8 CGM 1 SpringHill Suites - North Shore 233 Federal Street 9 CGM 1 Holiday Inn Express - South Side 20 South 10th Street 10 CGM 1 Holiday Inn Express - Bridgeville 3053 Washington Pike Road 11 CGM 1 Comfort Inn - Meadowlands 237 Meadowlands Boulevard GT Portfolio 12 CGM 1 Sara Road 300 524 North Sara Road 13 CGM 1 JCG III 314, 315, 400, 417 Hudiburg Circle 14 CGM 1 Liberty Business Park 6401 & 6421 South Air Depot Boulevard 15 CGM 1 Sara Road 80 600 North Sara Road 16 CGM 1 JCG V 11301 Partnership Drive 17 CGM 1 6100 Center 2205 North Willow Avenue 18 CGM 1 Beverly Terrace 5301 Beverly Drive 19 CGM 1 JCG IV 6919 West Reno Avenue 22 CGM 2 Woodstream Apartments 675 East Street Road 23 CGM 1 DuBois Mall 690 Shaffer Road 24 CGM 1 Riverview Tower 900 South Gay Street 25 CGM 1 Lakeland Town Center 1402-1416 Lake Tapps Parkway East 26 CGM 1 Northeast Florida Industrial 4627 J.P.Hall Boulevard 27 CGM 2 Bristol Pointe Apartment Homes 3500 Peachtree Corners Circle 28 CGM 1 Sweet Bay Shopping Center 13002 Race Track Road 29 CGM 1 Bossier Corners 2001 Airline Drive 30 CGM 2 Mallard Crossing Apartments 9980 Hanover Way 31 CGM 1 Plaza at the Pointe 162 Quinn Drive 32 CGM 2 Treetops Apartments 250 Treetops Drive 33 CGM 1 Locke Drive 111, 140 & 150 Locke Drive 34 CGM 1 Milestone 21030, 21040, 20900 & 20906 Frederick Road 35 CGM 1 290 Concord Road 290 Concord Road 36 CGM 1 Virginia Gateway 7453-7501 Linton Hall Road 38 CGM 1 The Sterling and Joseph Vance Building 1402 & 1418 Third Avenue 39 CGM 2 Wolf Creek Apartments 403 Wolf Creek Circle 40 CGM 1 Party City 25 Green Pond Road 41 CGM 1 Collier Health Park 11121-11181 Health Park Boulevard 42 CGM 1 Beverly Garland's Holiday Inn 4222 Vineland Avenue 43 CGM 1 Acme Plaza Shopping Center I (Shelvin) 11 Dennis Road 44 CGM 1 AmeriCold Warehouse 700 South Raymond Avenue 45 CGM 2 Promontory Apartments 60 West Stone Loop 46 CGM 1 Doubletree Suites - Tukwila, WA 16500 Southcenter Parkway 47 CGM 1 Hilton Garden Inn - Glen Allen, VA 4050 Cox Road 48 CGM 1 Desert Inn Office Center 2725, 2755, 2785, 2795 East Desert Inn Road 49 CGM 2 Hidden Valley Club Apartments 600 Hidden Valley Club Drive 50 CGM 1 Wal-Mart Fremont 40600 Albrae Street 51 CGM 2 Four Winds Apartments 8000 Perry Street Beau Rivage Portfolio 52 CGM 2 Beau Rivage Apartments 192 4707 East Upriver Drive 53 CGM 2 Beau Rivage Apartments 132 4707 East Upriver Drive 54 CGM 1 Mendocino Marketplace 2240, 2280, 2360 Mendocino Avenue 55 CGM 1 60 Frontage Road 60 Frontage Road 57 CGM 1 1723 Walnut Street 1723-29 Walnut Street 59 CGM 1 Demonbreun Center 1512-1530 Demonbreun, 112-118 16th Avenue, 1529-1533 McGavock Street Curat Multifamily Portfolio 60 CGM 2 Autumnwood Apartments 717 Irving Avenue 61 CGM 2 Silvercreek Apartments 1526 North Seminary Avenue 62 CGM 2 Hilands II Apartments 5755 East River Road 64 CGM 2 Meadows Apartments 2400 Springdale Road 65 CGM 1 Marriott Fairfield Inn & Suites Alpharetta Portfolio Various 65.1 Marriot TownePlace Suites 1074 Cobb Place Boulevard 65.2 Fairfield Inn & Suites - Alpharetta, GA 11385 Haynes Bridge Road 65.3 Marriott Fairfield Inn & Suites - Macon, GA 4035 Sheraton Drive 68 CGM 1 Whole Foods 28 & 50 Raymond Road 69 CGM 1 State & Perryville Shopping Center 7143 East State Street 70 CGM 2 Stonehenge Apartments Various 70.1 Starkville Crossing 107-125 John Calvin Street, 301-509 Mallory Lane, 101-123 Rutledge Street, 100-218 John Wesley Road and 300-307 Abernathy Drive 70.2 Stonehenge Apts 625 South Montgomery 71 CGM 1 1210-1230 Washington Street 1210-1230 Washington Street 72 CGM 1 Melrose Place 8436 Melrose Place 73 CGM 1 Blankenbaker Parkway Office 2700 Blankenbaker Parkway 74 CGM 1 Marriott Fairfield Inn & Suites Buckhead Portfolio Various 74.1 Fairfield Inn & Suites - Atlanta (Buckhead), GA 3092 Piedmont Road 74.2 SpringHill Suites Atlanta/ Alpharetta 12730 Deerfield Parkway 75 CGM 1 Marriott Fairfield Inn & Suites Atlanta Portfolio Various 75.1 Marriott Fairfield Inn & Suites - Atlanta/Perimeter Center 1145rHammond Drive 75.2 Marriott TownePlace Suites 7925 Westside Parkway 76 CGM 1 One Theall Road One Theall Road 77 CGM 1 Washingtonian Center 9821 Washingtonian Boulevard 78 CGM 1 WalMart Supercenter - Dahlonega, GA 270 Wal-Mart Way 79 CGM 1 Hilltop Square Shopping Center 550 First Colonial Road 80 CGM 1 Prestige Portfolio I 88 and 91 Prestige Park Circle, 101, 130 and 311 Prestige Park Road and 672 Tolland Street 81 CGM 1 Sav-A-Center - Metairie, LA 717 Clearview Parkway 82 CGM 1 Natchez Mall 350 John R. Junkin Drive 83 CGM 1 Courtyard by Marriott - Huntersville, NC 16700 Northcross Drive 84 CGM 1 The Minolta Building 615 Route 303 86 CGM 1 Alfa Laval Building 5400 International Trade Drive 89 CGM 1 KingsPark 5700 West Plano Parkway 91 CGM 1 50 Division Street 50 Division Street 92 CGM 1 Northwood Village 351-403 Greens Road 93 CGM 1 Riverfront Business Park 16110-16140 Woodinville-Redmond Road Northeast 94 CGM 1 Franklin Center Office Building 29100 Northwestern Highway 95 CGM 1 Aurora - Wilkinson Medical Clinic(Hartland) 600 Walnut Ridge Drive 96 CGM 1 5 & 105 Shawmut Road 5 & 105 Shawmut Road 97 CGM 1 Walgreen's- Henderson, NV 101 East Lake Mead Parkway 100 CGM 1 Oglethorpe Crossing 3435 Ashford Dunwoody Road 101 CGM 2 Spring Meadow Apartments 10030 North 43rd Avenue 102 CGM 1 Tustin Square 1888-1944 North Tustin Street 103 CGM 1 Village Square Retail Center 2245 Village Square Parkway 104 CGM 1 Niagara County Office Buildings 20-40 East Avenue, 111 and 50 Main Street 106 CGM 2 Regency at Chandler Park 101 Chandler Park 107 CGM 1 Aurora - Edgerton Health Center 6901 West Edgerton Avenue 108 CGM 1 Spalding Triangle 5255, 5275 & 5295 Triangle Parkway 110 CGM 1 6201 Fairview Road 6201 Fairview Road 112 CGM 1 La Quinta Inn Winter Park 626 Lee Road 114 CGM 2 Apple Creek Apartments 3001 Pheasant Run Road 115 CGM 2 Millport Apartments 1001 Islington Street 116 CGM 1 Parker Marketplace 11001-11061 South Parker Road 117 CGM 1 Village Green MHP 1700 Robbins Road 118 CGM 1 Winter Park Plaza 330 West Fairbanks Avenue 119 CGM 1 Holiday Inn - Lumberton, NC 101 Wintergreen Drive 120 CGM 1 Andover Business Center 46979 and 47075 Five Mile Road 121 CGM 2 Crystal Lake Apartments 10500 South East 26th Avenue 122 CGM 1 Aurora - Bluemond Health Center 12500 West Bluemond Road 123 CGM 1 Office Depot Plaza 4550 Lake Worth Road G4 Portfolio 124 CGM 1 United Supermarket - Lubbock, TX 2703 82nd Street 125 CGM 1 Advance Auto Parts - Cleveland, OH 7440 Broadway Avenue 126 CGM 1 Advance Auto Parts - Denton Township, MI 1200 West Houghton Lake Drive 128 CGM 1 Highland Plaza 8341 Indianapolis Boulevard 129 CGM 2 Kipling Manor Apartments 82-90 Kip Drive 131 CGM 1 Barcelone Building 8751 West Charleston Boulevard 132 CGM 1 Cypress Grove Plaza 5622-5692 Cypress Gardens Boulevard 133 CGM 1 Holiday Inn Express - Mooresville 130 Norman Station Boulevard 135 CGM 1 Aurora - Airport Health Center 180 West Grange Avenue 136 CGM 1 MLK Plaza 3645 Page Boulevard 137 CGM 1 Fairfield Inn - Myrtle Beach, SC 1350 Paradise Circle 138 CGM 2 Willow Creek 2420 Parklawn Drive 139 CGM 1 Barclay Square 2601 South Rochester Road 140 CGM 1 Prestige Portfolio II 226-262 Prestige Park Road, 284-310 Prestige Park Road 141 CGM 1 Circuit City - Redding, CA 1175 Dana Drive 142 CGM 1 United Supermarket - Plainview, TX 2401-2403 North Columbia Street 143 CGM 2 Grace Street Apartments 401-411 West Grace Street 144 CGM 1 Holiday Inn Express - Myrtle Beach, SC 1290 Paradise Circle 147 CGM 1 Walgreen's - Orange, CT 54 Boston Post Road 148 CGM 1 Bird in Hand 2175-2185 South Road 149 CGM 1 GSA - Mission Viejo, CA 26051 Acero Road 150 CGM 1 Barnes and Noble 12170 Jefferson Avenue 151 CGM 1 Best Buy-Portage 6900 South Westnedge Avenue 152 CGM 1 Bassett Creek Medical Building 5851 Duluth Street 153 CGM 1 Pasco Rite Aid 410 West Bonneville Street 154 CGM 1 Mill & Main 400 East Main Street 155 CGM 1 CVS - Port Richey, FL 11938 US Highway 19 North 156 CGM 1 Shoppes at Cranberry Commons 1694 Route 228 157 CGM 1 Rafael North (Marin) Office 165,175 and 185 North Redwood Drive 160 CGM 1 155 Founders Plaza 155 Pitkin Street 161 CGM 1 Best Buy - Fond du Lac, WI 335 North Pioneer Road 163 CGM 1 Rite Aid - Louisville, KY 7118 Southside Drive 164 CGM 1 Rite Aid - Manchester, PA 4150 North George Street Ext 165 CGM 1 Rite Aid - Lancaster, PA 1550 Columbia Avenue CROSS COLLATER- ALIZED (MORTGAGE LOAN CUT-OFF DATE PRINCIPAL LOAN NUMBER CITY STATE ZIP CODE COUNTY BALANCE GROUP MORTGAGE RATE --------------------------------------------------------------------------------------------------------------------------- 1 Various Various Various Various 100,000,000.00 (Note 1) No 6.5875% 1.1 Omaha NE 68138 Sarpy 1.2 Green Bay WI 54304 Brown 1.3 De Pere WI 54115 Brown 1.4 Ashwaubenon WI 54304 Brown 1.5 Redding CA 96003 Shasta 1.6 Coeur D'Alene ID 83814 Kootenai 1.7 Boise ID 83716 Ada 1.8 Duluth MN 55811 Saint Louis 1.9 Saint Cloud MN 56301 Stearns 1.10 Madison WI 53717 Dane 1.11 Appleton WI 54914 Outagamie 1.12 Madison WI 53704 Dane 1.13 Mankato MN 56001 Blue Earth 1.14 Rochester MN 55904 Olmsted 1.15 Rochester MN 55906 Olmsted 1.16 Quincy IL 62301 Adams 1.17 Green Bay WI 54302 Brown 1.18 Kennewick WA 99336 Benton 1.19 Omaha NE 68144 Douglas 1.20 Omaha NE 68134 Douglas 1.21 Fond du Lac WI 54935 Fond du Lac 1.22 Marquette MI 49855 Marquette 1.23 Sioux Falls SD 57105 Minnehaha 1.24 Rapid City SD 57701 Pennington 1.25 Neenah WI 54956 Winnebago 1.26 Eau Claire WI 54701 Eau Claire 1.27 Wisconsin Rapids WI 54494 Wood 1.28 Missoula MT 59801 Missoula 1.29 Oshkosh WI 54902 Winnebago 1.30 Kimberly WI 54136 Outagamie 1.31 Spokane WA 99218 Spokane 1.32 Racine WI 53406 Racine 1.33 Spokane WA 99223 Spokane 1.34 Marshfield WI 54449 Wood 1.35 Janesville WI 53545 Rock 1.36 Austin MN 55912 Mower 1.37 Saint Cloud MN 56304 Benton 1.38 Belvidere IL 61008 Boone 1.39 Monona WI 53713 Dane 1.40 Grand Island NE 68803 Hall 1.41 Kenosha WA 53144 Kenosha 1.42 Billings MT 59102 Yellowstone 1.43 Watertown WI 53094 Jefferson 1.44 Jacksonville IL 62650 Morgan 1.45 Lincoln NE 68502 Lancaster 1.46 West Bend WI 53095 Washington 1.47 Menasha WI 54952 Winnebago 1.48 Beloit WI 53511 Rock 1.49 Onalaska WI 54650 La Crosse 1.50 Madison WI 53704 Dane 1.51 Sheboygan WI 53081 Sheboygan 1.52 West Jordan UT 84088 Salt Lake 1.53 Salt Lake City UT 84106 Salt Lake 1.54 Winona MN 55987 Winona 1.55 Yakima WA 98908 Yakima 1.56 Mitchell SD 57301 Davison 1.57 Grafton WI 53024 Ozaukee 1.58 La Crosse WI 54601 La Crosse 1.59 Marshall MN 56258 Lyon 1.60 Chippewa Falls WI 54729 Chippewa 1.61 De Pere WI 54115 Brown 1.62 Manitowoc WI 54220 Manitowoc 1.63 Watertown SD 57201 Codington 1.64 Rothschild WI 54474 Marathon 1.65 Stevens Point WI 54481 Portage 1.66 Hutchinson MN 55350 McLeod 1.67 West Bountiful UT 84010 Davis 1.68 Aberdeen SD 57401 Brown 1.69 Great Falls MT 59404 Cascade 1.70 Helena MT 59602 Lewis and Clark 1.71 Pullman WA 99163 Whitman 1.72 Kingsford MI 49802 Dickinson 1.73 Riverdale UT 84405 Weber 1.74 Mason City IA 50401 Cerro Gordo 1.75 Layton UT 84041 Davis 1.76 Boise ID 83706 Ada 1.77 West Valley City UT 84120 Salt Lake 1.78 Fairmont MN 56031 Martin 1.79 Delavan WI 53115 Walworth 1.80 Bellevue NE 68005 Sarpy 1.81 Ogden UT 84404 Weber 1.82 River Falls WI 54022 Saint Croix 1.83 Monroe WI 53566 Green 1.84 Albert Lea MN 56007 Freeborn 1.85 Norfolk NE 68701 Madison 1.86 North Platte NE 69101 Lincoln 1.87 Escanaba MI 49829 Delta 1.88 Worthington MN 56187 Nobles 1.89 Nampa ID 83651 Canyon 1.90 Houghton MI 49931 Houghton 1.91 Marinette WI 54143 Marinette 1.92 Provo UT 84604 Utah 1.93 Twin Falls ID 83301 Twin Falls 1.94 Rice Lake WI 54868 Rusk 1.95 Chubbuck ID 83202 Bannock 1.96 Idaho Falls ID 83404 Bonneville 1.97 Dixon IL 61021 Lee 1.98 Walla Walla WA 99362 Walla Walla 1.99 Union Gap WA 98903 Yakima 1.100 Freeport IL 61032 Stephenson 1.101 Spanish Fork UT 84660 Utah 1.102 Logan UT 84341 Cache 1.103 Brigham City UT 84302 Box Elder 1.104 Fort Atkinson WI 53538 Jefferson 1.105 Lewiston ID 83501 Nez Perce 1.106 Ledgeview WI 54115 Brown 1.107 Howard WI 54313 Brown 1.108 Monmouth IL 61462 Warren 1.109 De Pere WI 54115 Brown 1.110 Spokane Valley WA 99216 Spokane 1.111 Burlington IA 52601 Des Moines 1.112 Port Washington WI 53074 Ozaukee 2 Brea CA 92821 Orange 133,000,000.00 No 5.5000% 3 Reston VA 20190 Fairfax 93,000,000.00 No 5.5720% 4 Various Various Various Various 72,000,000.00 No 5.3225% 4.1 Syosset NY 11791 Nassau 4.2 Uniondale NY 11553 Nassau 4.3 Tarrytown NY 10591 Westchester 4.4 Tarrytown NY 10591 Westchester 4.5 Melville NY 11747 Suffolk 4.6 West Orange NJ 07052 Essex 4.7 Syosset NY 11791 Nassau 5 Various Various Various Various 63,000,000.00 No 6.0800% 5.1 Sandusky OH 44870 Erie 5.2 Lake Delton WI 53965 Sauk 7 Orlando FL 32801 Orange 42,695,000.00 No 5.3100% 8 Pittsburgh PA 15212 Allegheny 19,762,500.00 Yes (C1) 5.8800% 9 Pittsburgh PA 15203 Allegheny 9,487,500.00 Yes (C1) 5.8800% 10 Bridgeville PA 15017 Allegheny 4,670,000.00 Yes (C1) 5.8800% 11 Washington PA 15301 Washington 4,350,000.00 Yes (C1) 5.8800% 12 Yukon OK 73099 Canadian 9,615,000.00 Yes (C2) 5.4400% 13 Oklahoma City OK 73108 Oklahoma 7,623,000.00 Yes (C2) 5.4400% 14 Oklahoma City OK 73135 Oklahoma 6,763,000.00 Yes (C2) 5.4400% 15 Yukon OK 73099 Canadian 6,340,000.00 Yes (C2) 5.4400% 16 Oklahoma City OK 73131 Oklahoma 4,131,000.00 Yes (C2) 5.4400% 17 Broken Arrow OK 74012 Tulsa 1,510,000.00 Yes (C2) 5.4400% 18 Oklahoma City OK 73105 Oklahoma 1,297,000.00 Yes (C2) 5.4400% 19 Oklahoma City OK 73127 Oklahoma 721,000.00 Yes (C2) 5.4400% 22 Warminster PA 18974 Bucks 33,000,000.00 No 5.9400% 23 DuBois PA 15801 Clearfield 32,812,500.00 No 6.4100% 24 Knoxville TN 37902 Knox 30,250,000.00 No 5.4850% 25 Auburn WA 98092 Pierce 26,700,000.00 No 5.4700% 26 Green Cove Springs FL 32043 Clay 26,500,000.00 No 5.6000% 27 Norcross GA 30092 Gwinnett 25,600,000.00 No 5.4900% 28 Tampa FL 33626 Hillsborough 22,955,854.73 No 5.7836% 29 Bossier City LA 71111 Bossier 22,500,000.00 No 5.4500% 30 Loveland OH 45140 Warren 22,167,000.00 No 4.435% (Note 5) 31 Pittsburgh PA 15275 Allegheny 21,900,000.00 No 5.7800% 32 Highland Park NJ 08904 Middlesex 20,000,000.00 No 5.5300% 33 Marlborough MA 01752 Middlesex 19,900,000.00 No 5.6400% 34 Germantown MD 20876 Montgomery 19,900,000.00 No 5.5800% 35 Billerica MA 01821 Middlesex 19,895,714.89 No 5.6500% 36 Gainesville VA 20155 Prince William 19,815,000.00 No 5.5800% 38 Seattle WA 98101 King 18,800,000.00 No 6.0450% 39 Raleigh NC 27606 Wake 17,500,000.00 No 5.5500% 40 Rockaway NJ 07866 Morris 17,480,000.00 No 5.6800% 41 Naples FL 34110 Collier 17,120,000.00 No 5.6600% 42 North Hollywood CA 91602 Los Angeles 16,659,061.47 No 6.0300% 43 Cape May Court House NJ 08210 Cape May 16,250,000.00 No 5.7650% 44 Fullerton CA 92831 Orange 16,200,000.00 No 5.7700% 45 Tucson AZ 85704 Pima 16,000,000.00 No 5.4900% 46 Tukwila WA 98188 King 15,881,825.18 No 5.7710% 47 Glen Allen VA 23060 Henrico 15,558,229.72 No 6.1050% 48 Las Vegas NV 89121 Clark 15,540,000.00 No 5.5600% 49 Ann Arbor MI 48104 Washtenaw 15,190,000.00 No 5.7600% 50 Fremont CA 94538 Alameda 14,904,880.26 No 5.4950% 51 Overland Park KS 66204 Johnson 14,800,000.00 No 4.375% (Note 6) 52 Spokane WA 99217 Spokane 8,879,000.00 Yes (C3) 5.6650% 53 Spokane WA 99217 Spokane 5,846,000.00 Yes (C3) 5.6650% 54 Santa Rosa CA 95403 Sonoma 14,600,000.00 No 5.2300% 55 Andover MA 01810 Essex 14,500,000.00 No 5.5800% 57 Philadelphia PA 19103 Philadelphia 14,487,323.99 No 5.7950% 59 Nashville TN 37203 Davidson 14,360,000.00 No 5.7790% 60 Woodstock IL 60098 McHenry 7,063,125.43 Yes (C4) 5.6700% 61 Woodstock IL 60098 McHenry 7,063,125.43 Yes (C4) 5.6700% 62 Tucson AZ 85750 Pima 14,000,000.00 No 5.5150% 64 Waukesha WI 53186 Waukesha 13,472,999.49 No 5.5950% 65 Various GA Various Various 13,257,088.85 No 6.2600% 65.1 Kennesaw GA 30144 Cobb 65.2 Alpharetta GA 30004 Fulton 65.3 Macon GA 31210 Bibb 68 West Hartford CT 06107 Hartford 13,000,000.00 No 6.1000% 69 Rockford IL 61108 Winnebago 12,850,000.00 No 6.1540% 70 Starkville MS 39759 Oktibbeha 12,305,040.06 No 5.7400% 70.1 Starkville MS 39759 Oktibbeha 70.2 Starkville MS 39759 Oktibbeha 71 Newton MA 02465 Middlesex 12,300,000.00 No 5.5400% 72 Los Angeles CA 90069 Los Angeles 12,000,000.00 No 6.0300% 73 Louisville KY 40299 Jefferson 11,717,659.97 No 5.8650% 74 Various GA Various Fulton 11,679,814.72 No 6.2600% 74.1 Atlanta GA 30305 Fulton 74.2 Alpharetta GA 30004 Fulton 75 Various GA Various Fulton 11,589,970.00 No 6.2600% 75.1 Atlanta GA 30328 Fulton 75.2 Alpharetta GA 30004 Fulton 76 Rye NY 10580 Westchester 11,400,000.00 No 6.2400% 77 Gaithersburg MD 20878 Montgomery 11,150,000.00 No 5.6680% 78 Dahlonega GA 30533 Lumpkin 11,004,000.00 No 5.5000% 79 Virginia Beach VA 23451 Virginia Beach City 10,953,250.82 No 5.7000% 80 East Hartford CT 06108 Hartford 10,405,000.00 No 5.5330% 81 Metairie LA 70001 Jefferson 10,069,086.88 No 5.8900% 82 Natchez MS 39120 Adams 9,528,182.19 No 5.6900% 83 Huntersville NC 28078 Mecklenburg 9,429,933.55 No 5.7800% 84 Blauvelt NY 10913 Rockland 9,300,000.00 No 5.6400% 86 Richmond VA 23231 Henrico 9,100,000.00 No 5.5150% 89 Plano TX 75093 Collin 8,800,000.00 No 5.5500% 91 Somerville NJ 08876 Somerset 8,579,099.25 No 5.9500% 92 Houston TX 77060 Harris 8,550,000.00 No 5.5200% 93 Woodinville WA 98072 King 8,400,000.00 No 5.5200% 94 Southfield MI 48034 Oakland 8,250,000.00 No 5.5600% 95 Hartland WI 53029 Waukesha 8,200,000.00 No 5.5140% 96 Canton MA 02021 Norfolk 8,014,417.28 No 5.4900% 97 Henderson NV 89015 Clark 7,900,000.00 No 5.7900% 100 Atlanta GA 30319 Dekalb 7,500,000.00 No 5.6950% 101 Glendale AZ 85302 Maricopa 7,500,000.00 No 5.6000% 102 Orange CA 92865 Orange 7,500,000.00 No 5.4900% 103 Orange Park FL 32003 Clay 7,455,000.00 No 5.6400% 104 Lockport NY 14094 Niagara 7,430,000.00 No 5.6600% 106 Greer SC 29651 Greenville 7,275,000.00 No 5.4600% 107 Greenfield WI 53220 Milwaukee 7,240,000.00 No 5.5140% 108 Norcross GA 30092 Gwinnett 7,000,000.00 No 5.6300% 110 Charlotte NC 28210 Mecklenburg 6,940,000.00 No 5.4900% 112 Orlando FL 32810 Orange 6,892,201.69 No 6.6050% 114 Norman OK 73072 Cleveland 6,600,000.00 No 5.4630% 115 Portsmouth NH 03801 Rockingham 6,132,921.72 No 5.6750% 116 Parker CO 80134 Douglas 6,059,995.36 No 5.7710% 117 Grand Haven MI 49417 Ottawa 6,000,000.00 No 5.3600% 118 Winter Park FL 32789 Orange 6,000,000.00 No 5.6050% 119 Lumberton NC 28358 Robeson 5,964,649.56 No 5.3600% 120 Plymouth Township MI 48170 Wayne 5,868,991.07 No 5.6100% 121 Milwaukie OR 97222 Clackamas 5,865,000.00 No 5.2500% 122 Elm Grove WI 53122 Waukesha 5,840,000.00 No 5.5180% 123 Greenacres FL 33463 Palm Beach 5,720,136.79 No 5.6700% 124 Lubbock TX 79423 Lubbock 3,583,130.00 Yes (C5) 5.6900% 125 Cleveland OH 44105 Cuyahoga 1,120,980.00 Yes (C5) 5.6900% 126 Denton Township MI 48651 Roscommon 1,015,890.00 Yes (C5) 5.6900% 128 Highland IN 46322 Lake 5,500,000.00 No 5.5350% 129 Salinas CA 93906 Monterey 5,500,000.00 No 5.5950% 131 Las Vegas NV 89117 Clark 5,350,000.00 No 5.4280% 132 Winter Haven FL 33884 Polk 5,318,235.01 No 5.6700% 133 Mooresville NC 28117 Iredell 5,267,694.39 No 5.6950% 135 Milwaukee WI 53207 Milwaukee 5,120,000.00 No 5.5170% 136 St. Louis MO 63113 Saint Louis City 5,080,000.00 No 5.4400% 137 Myrtle Beach SC 29577 Horry 5,036,062.11 No 5.9300% 138 Waukesha WI 53186 Waukesha 4,984,768.43 No 5.4200% 139 Rochester Hills MI 48307 Oakland 4,989,402.83 No 5.3250% 140 East Hartford CT 06108 Hartford 4,805,000.00 No 5.5330% 141 Redding CA 96003 Shasta 4,767,517.24 No 5.2538% 142 Plainview TX 79072 Hale 4,753,131.80 No 5.4000% 143 Richmond VA 23220 Richmond City 4,750,000.00 No 5.4250% 144 Myrtle Beach SC 29577 Horry 4,686,916.00 No 5.8800% 147 Orange CT 06477 New Haven 4,500,000.00 No 5.7900% 148 Poughkeepsie NY 12601 Dutchess 4,100,000.00 No 5.8100% 149 Mission Viejo CA 92691 Orange 4,045,121.50 No 6.2920% 150 Newport News VA 23602 Newport News 3,996,501.37 No 5.7930% 151 Portage MI 49002 Kalamazoo 3,996,410.95 No 5.6930% 152 Golden Valley MN 55422 Hennepin 3,890,000.00 No 5.6300% 153 Pasco WA 99301 Franklin 3,838,865.54 No 5.6500% 154 Aspen CO 81611 Pitkin 3,689,078.23 No 5.5600% 155 Port Richey FL 34668 Pasco 3,541,365.12 No 5.3900% 156 Cranberry Township PA 16066 Butler 3,520,000.00 No 5.5100% 157 San Rafael CA 94903 Marin 3,435,032.39 No 5.5900% 160 East Hartford CT 06108 East Hartford 2,892,000.00 No 5.5100% 161 Fond du Lac WI 54935 Fond du Lac 2,845,738.79 No 5.5350% 163 Louisville KY 40214 Jefferson 2,357,246.41 No 5.4900% 164 Manchester PA 17345 York 1,892,135.07 No 5.8400% 165 Lancaster PA 17603 Lancaster 1,742,742.31 No 5.8300% INTEREST RESERVE MASTER MORTGAGE LOAN SERVICING ARD LOAN LOAN GRACE PERIOD NUMBER FEE RATE (YES/No)? ARD ADDITIONAL INTEREST RATE AFTER ARD (YES/NO)? LOAN TYPE (DAYS) ----------------------------------------------------------------------------------------------------------------------------- 1 0.0400% No Yes Balloon 3 (Note 4) 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 1.10 1.11 1.12 1.13 1.14 1.15 1.16 1.17 1.18 1.19 1.20 1.21 1.22 1.23 1.24 1.25 1.26 1.27 1.28 1.29 1.30 1.31 1.32 1.33 1.34 1.35 1.36 1.37 1.38 1.39 1.40 1.41 1.42 1.43 1.44 1.45 1.46 1.47 1.48 1.49 1.50 1.51 1.52 1.53 1.54 1.55 1.56 1.57 1.58 1.59 1.60 1.61 1.62 1.63 1.64 1.65 1.66 1.67 1.68 1.69 1.70 1.71 1.72 1.73 1.74 1.75 1.76 1.77 1.78 1.79 1.80 1.81 1.82 1.83 1.84 1.85 1.86 1.87 1.88 1.89 1.90 1.91 1.92 1.93 1.94 1.95 1.96 1.97 1.98 1.99 1.100 1.101 1.102 1.103 1.104 1.105 1.106 1.107 1.108 1.109 1.110 1.111 1.112 2 0.0300% No Yes Partial IO/Balloon 0 3 0.0300% No Yes Interest Only 0 4 0.0300% No Yes Interest Only 0 4.1 4.2 4.3 4.4 4.5 4.6 4.7 5 0.0300% No Yes Partial IO/Balloon 0 5.1 5.2 7 0.0400% No Yes Partial IO/Balloon 0 8 0.0700% No Yes (C1) Balloon 0 9 0.0700% No Yes (C1) Balloon 0 10 0.0700% No Yes (C1) Balloon 0 11 0.0700% No Yes (C1) Balloon 0 12 0.0300% No Yes (C2) Partial IO/Balloon 0 13 0.0300% No Yes (C2) Partial IO/Balloon 0 14 0.0300% No Yes (C2) Partial IO/Balloon 0 15 0.0300% No Yes (C2) Partial IO/Balloon 0 16 0.0300% No Yes (C2) Partial IO/Balloon 0 17 0.0300% No Yes (C2) Partial IO/Balloon 0 18 0.0300% No Yes (C2) Partial IO/Balloon 0 19 0.0300% No Yes (C2) Partial IO/Balloon 0 22 0.0400% No Yes Partial IO/Balloon 0 23 0.0300% No Yes Partial IO/Balloon 0 24 0.0300% No Yes Partial IO/Balloon 5 (Note 4) 25 0.0300% No Yes Partial IO/Balloon 0 26 0.0300% No Yes Partial IO/Balloon 0 27 0.0300% No Yes Partial IO/Balloon 0 28 0.0300% No Yes Balloon 0 29 0.0300% No Yes Partial IO/Balloon 0 30 0.0300% No Yes Partial IO/Balloon 0 31 0.0800% No Yes Partial IO/Balloon 0 32 0.0450% No Yes Partial IO/Balloon 0 33 0.0300% No Yes Partial IO/Balloon 0 34 0.0300% No Yes Partial IO/Balloon 0 35 0.0300% No Yes Balloon 0 36 0.0300% No Yes Partial IO/Balloon 0 38 0.0300% No Yes Partial IO/Balloon 0 39 0.0400% No Yes Partial IO/Balloon 0 40 0.0300% No Yes Partial IO/Balloon 0 41 0.0300% No Yes Partial IO/Balloon 0 42 0.0300% Yes 12/11/15 2% plus Initial Interest Rate Yes ARD 0 43 0.0300% No Yes Partial IO/Balloon 0 44 0.0300% No Yes Partial IO/Balloon 0 45 0.0300% No Yes Interest Only 0 46 0.0300% No Yes Balloon 0 47 0.0300% No Yes Balloon 0 48 0.0400% No Yes Partial IO/Balloon 0 49 0.0300% No Yes Partial IO/Balloon 0 50 0.0300% No Yes Balloon 0 51 0.0300% No Yes Partial IO/Balloon 0 52 0.0700% No Yes (C3) Partial IO/Balloon 0 53 0.0700% No Yes (C3) Partial IO/Balloon 0 54 0.0300% No Yes Partial IO/Balloon 0 55 0.0300% No Yes Partial IO/Balloon 0 57 0.0300% No Yes Balloon 0 59 0.0300% No Yes Interest Only 0 60 0.0300% No Yes (C4) Balloon 0 61 0.0300% No Yes (C4) Balloon 0 62 0.0300% No Yes Interest Only 0 64 0.0300% No Yes Balloon 0 65 0.0300% No Yes Balloon 0 65.1 65.2 65.3 68 0.0300% No Yes Partial IO/Balloon 0 69 0.0300% Yes 5/11/16 2% plus Initial Interest Rate Yes Partial IO/ARD 0 70 0.0300% No Yes Balloon 0 70.1 70.2 71 0.0300% No Yes Partial IO/Balloon 0 72 0.0300% No Yes Partial IO/Balloon 0 73 0.0700% No Yes Balloon 0 74 0.0300% No Yes Balloon 0 74.1 74.2 75 0.0300% No Yes Balloon 0 75.1 75.2 76 0.0700% No Yes Partial IO/Balloon 0 77 0.0300% No Yes Partial IO/Balloon 0 78 0.0300% Yes 2/11/16 Greater of (i) 2% plus initial interest rate and (ii) 3% plus annualized yield Yes Partial IO/ARD 0 79 0.0800% No Yes Balloon 0 80 0.0300% No Yes Partial IO/Balloon 0 81 0.0600% No Yes Balloon 0 82 0.0600% No Yes Balloon 0 83 0.0300% No Yes Balloon 0 84 0.0300% No Yes Partial IO/Balloon 0 86 0.0300% No Yes Partial IO/Balloon 0 89 0.0300% No Yes Partial IO/Balloon 0 91 0.0300% No Yes Balloon 0 92 0.0600% No Yes Partial IO/Balloon 0 93 0.0400% No Yes Partial IO/Balloon 0 94 0.0300% No Yes Partial IO/Balloon 0 95 0.0300% Yes 2/11/16 2% plus Initial Interest Rate Yes Partial IO/ARD 0 96 0.0300% No Yes Balloon 0 97 0.0300% Yes 1/11/21 Greater of (i) 2% plus initial interest rate and (ii) 3% plus annualized yield Yes Partial IO/ARD 0 100 0.0400% No Yes Interest Only 0 101 0.0900% No Yes Partial IO/Balloon 0 102 0.0300% No Yes Interest Only 0 103 0.0300% No Yes Partial IO/Balloon 0 104 0.0300% No Yes Partial IO/Balloon 0 106 0.0700% No Yes Partial IO/Balloon 0 107 0.0300% Yes 2/11/16 2% plus Initial Interest Rate Yes Partial IO/ARD 0 108 0.0300% No Yes Partial IO/Balloon 0 110 0.0300% No Yes Interest Only 0 112 0.0300% No Yes Balloon 0 114 0.0300% No Yes Partial IO/Balloon 0 115 0.0300% No Yes Balloon 0 116 0.0500% No Yes Balloon 0 117 0.0300% No Yes Partial IO/Balloon 0 118 0.0300% No Yes Partial IO/Balloon 0 119 0.0300% No Yes Balloon 0 120 0.0300% No Yes Balloon 0 121 0.0300% No Yes Partial IO/Balloon 0 122 0.0300% Yes 2/11/16 2% plus Initial Interest Rate Yes Partial IO/ARD 0 123 0.1100% No Yes Balloon 0 124 0.0300% Yes 2/11/21 Greater of (i) 2% plus initial interest rate or (ii) 3% plus annualized yield Yes (C5) Partial IO/ARD 0 125 0.0300% Yes 2/11/21 Greater of (i) 2% plus initial interest rate or (ii) 3% plus annualized yield Yes (C5) Partial IO/ARD 0 126 0.0300% Yes 2/11/21 Greater of (i) 2% plus initial interest rate and (ii) 3% plus annualized yield Yes (C5) Partial IO/ARD 0 128 0.0300% No Yes Partial IO/Balloon 0 129 0.0900% No Yes Partial IO/Balloon 0 131 0.0300% No Yes Interest Only 0 132 0.0700% No Yes Balloon 0 133 0.0600% No Yes Balloon 0 135 0.0300% Yes 2/11/16 2% plus Initial Interest Rate Yes Partial IO/ARD 0 136 0.0300% No Yes Partial IO/Balloon 0 137 0.0700% No Yes Balloon 0 138 0.0300% No Yes Balloon 0 139 0.0300% No Yes Balloon 0 140 0.0300% No Yes Partial IO/Balloon 0 141 0.0300% Yes 6/11/15 2% plus Initial Interest Rate Yes ARD 0 142 0.0300% No Yes Balloon 0 143 0.1100% No Yes Partial IO/Balloon 0 144 0.0700% No Yes Balloon 0 147 0.0300% Yes 1/11/21 Greater of (i) 2% plus initial interest rate and (ii) 3% plus annualized yield Yes Partial IO/ARD 0 148 0.0300% No Yes Partial IO/Balloon 0 149 0.0300% Yes 5/11/16 Greater of (i) 2% plus initial interest rate and (ii) 3% plus annualized yield Yes ARD 0 150 0.0900% No Yes Balloon 0 151 0.0900% No Yes Balloon 0 152 0.0500% No Yes Partial IO/Balloon 0 153 0.0600% No Yes Balloon 0 154 0.0600% No Yes Balloon 0 155 0.0300% No Yes Balloon 0 156 0.0700% No Yes Partial IO/Balloon 0 157 0.0300% No Yes Balloon 0 160 0.0300% No Yes Partial IO/Balloon 0 161 0.0300% No Yes Balloon 0 163 0.0900% No Yes Balloon 0 164 0.0300% Yes 2/11/16 Greater of (i) 2% plus initial interest rate and (ii) 3% plus annualized yield Yes ARD 0 165 0.0300% Yes 2/11/16 Greater of (i) 2% plus initial interest rate and (ii) 3% plus annualized yield Yes ARD 0 ORIGINAL REMAINING STATED STATED TERM TO TERM TO ORIGINAL REMAINING STATED PERIODIC PAYMENT MATURITY/ MATURITY/ AMORTIZATION AMORTIZATION DEFEASANCE LOAN MATURITY ON FIRST DUE DATE ARD ARD TERM TERM LOAN NUMBER DATE AFTER CLOSING (MONTHS) (MONTHS) (MONTHS) (MONTHS) (YES/NO)? ----------------------------------------------------------------------------------------------------- 1 6/8/16 637,833.41 (Note 7) 120 120 360 360 Yes 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 1.10 1.11 1.12 1.13 1.14 1.15 1.16 1.17 1.18 1.19 1.20 1.21 1.22 1.23 1.24 1.25 1.26 1.27 1.28 1.29 1.30 1.31 1.32 1.33 1.34 1.35 1.36 1.37 1.38 1.39 1.40 1.41 1.42 1.43 1.44 1.45 1.46 1.47 1.48 1.49 1.50 1.51 1.52 1.53 1.54 1.55 1.56 1.57 1.58 1.59 1.60 1.61 1.62 1.63 1.64 1.65 1.66 1.67 1.68 1.69 1.70 1.71 1.72 1.73 1.74 1.75 1.76 1.77 1.78 1.79 1.80 1.81 1.82 1.83 1.84 1.85 1.86 1.87 1.88 1.89 1.90 1.91 1.92 1.93 1.94 1.95 1.96 1.97 1.98 1.99 1.100 1.101 1.102 1.103 1.104 1.105 1.106 1.107 1.108 1.109 1.110 1.111 1.112 2 4/11/16 609,583.33 120 118 360 360 Yes 3 1/9/13 431,830.00 84 79 Interest Only Interest Only Yes 4 1/9/16 319,350.00 120 115 Interest Only Interest Only Yes 4.1 4.2 4.3 4.4 4.5 4.6 4.7 5 3/1/13 319,200.00 84 81 360 360 Yes 5.1 5.2 7 10/11/15 188,925.38 120 112 360 360 Yes 8 6/11/16 125,884.36 120 120 300 300 Yes 9 6/11/16 60,434.05 120 120 300 300 Yes 10 6/11/16 29,747.25 120 120 300 300 Yes 11 6/11/16 27,708.89 120 120 300 300 Yes 12 1/11/16 43,588.00 120 115 360 360 Yes 13 1/11/16 34,557.60 120 115 360 360 Yes 14 1/11/16 30,658.93 120 115 360 360 Yes 15 1/11/16 28,741.33 120 115 360 360 Yes 16 1/11/16 18,727.20 120 115 360 360 Yes 17 1/11/16 6,845.33 120 115 360 360 Yes 18 1/11/16 5,879.73 120 115 360 360 Yes 19 1/11/16 3,268.53 120 115 360 360 Yes 22 4/11/16 163,350.00 120 118 360 360 Yes 23 5/11/16 175,273.44 120 119 360 360 Yes 24 2/11/16 138,267.71 120 116 360 360 Yes 25 2/11/16 121,707.50 120 116 360 360 Yes 26 3/11/16 123,666.67 120 117 360 360 Yes 27 4/11/16 117,120.00 120 118 360 360 Yes 28 4/11/16 134,713.09 120 118 360 358 No 29 1/11/16 102,187.50 120 115 360 360 Yes 30 12/11/15 81,925.54 (Note 5) 120 114 360 360 Yes 31 5/11/16 105,485.00 120 119 360 360 Yes 32 2/11/16 92,166.67 120 116 360 360 Yes 33 3/11/16 93,530.00 120 117 360 360 Yes 34 3/11/16 92,535.00 120 117 420 420 Yes 35 1/11/16 115,447.16 120 115 360 355 Yes 36 3/11/16 92,139.75 120 117 420 420 Yes 38 5/11/16 94,705.00 120 119 360 360 No 39 3/16/06 80,937.50 120 117 360 360 Yes 40 3/11/06 82,738.67 120 118 360 360 Yes 41 4/11/16 80,749.33 120 118 360 360 Yes 42 12/11/30 108,550.93 120 114 300 294 Yes 43 4/11/16 78,067.71 120 118 360 360 Yes 44 3/11/16 77,895.00 120 117 360 360 Yes 45 2/11/11 73,200.00 60 56 Interest Only Interest Only Yes 46 1/11/16 100,860.17 120 115 300 295 Yes 47 4/11/11 101,514.67 60 58 300 298 Yes 48 3/11/16 72,002.00 120 117 360 360 Yes 49 4/11/16 72,912.00 120 118 360 360 Yes 50 12/11/15 85,121.30 120 114 360 354 Yes 51 1/11/16 53,958.33 (Note 6) 120 115 360 360 Yes 52 3/11/16 41,916.28 120 117 360 360 Yes 53 3/11/16 27,597.99 120 117 360 360 Yes 54 2/11/16 63,631.67 120 116 360 360 Yes 55 1/11/16 67,425.00 120 115 360 360 Yes 57 5/11/06 85,033.03 120 119 360 359 Yes 59 11/11/13 69,155.37 96 89 Interest Only Interest Only No 60 1/11/11 41,073.55 60 55 360 355 Yes 61 1/11/11 41,073.55 60 55 360 355 Yes 62 2/11/13 64,341.67 84 80 Interest Only Interest Only Yes 64 4/11/16 77,458.10 120 118 360 358 Yes 65 4/11/16 81,853.63 120 118 360 358 Yes 65.1 65.2 65.3 68 5/11/16 66,083.33 120 119 360 360 No 69 5/11/36 65,899.08 120 119 360 360 Yes 70 3/11/16 71,934.52 120 117 360 357 Yes 70.1 70.2 71 1/11/16 56,785.00 120 115 360 360 Yes 72 5/11/16 60,300.00 120 119 360 360 Yes 73 3/11/16 69,430.61 120 117 360 357 Yes 74 4/11/16 72,115.02 120 118 360 358 Yes 74.1 74.2 75 4/11/16 71,560.29 120 118 360 358 Yes 75.1 75.2 76 4/11/16 59,280.00 120 118 360 360 Yes 77 1/11/16 52,665.17 120 115 420 420 Yes 78 2/11/36 50,435.00 120 116 360 360 Yes 79 2/11/16 63,844.05 120 116 360 356 Yes 80 4/11/16 47,975.72 120 118 360 360 Yes 81 4/11/16 59,771.08 120 118 360 358 Yes 82 1/11/16 60,046.63 120 115 300 295 Yes 83 1/11/16 59,937.45 120 115 300 295 Yes 84 1/11/16 43,710.00 120 115 360 360 Yes 86 1/11/16 41,822.08 120 115 360 360 Yes 89 1/11/16 40,700.00 120 115 360 360 Yes 91 4/11/16 51,255.40 120 118 360 358 Yes 92 1/11/16 39,330.00 120 115 360 360 Yes 93 2/11/16 38,640.00 120 116 360 360 Yes 94 4/11/16 38,225.00 120 118 360 360 Yes 95 2/11/36 37,679.00 120 116 360 360 Yes 96 2/11/06 45,656.52 120 116 360 356 Yes 97 1/11/36 38,117.50 180 175 360 360 Yes 100 3/11/16 35,593.75 120 117 Interest Only Interest Only Yes 101 3/11/16 35,000.00 120 117 360 360 Yes 102 4/11/16 34,312.50 120 118 Interest Only Interest Only No 103 3/11/16 35,038.50 120 117 360 360 Yes 104 1/11/16 35,044.83 120 115 360 360 Yes 106 1/11/16 33,101.25 120 115 360 360 Yes 107 2/11/36 33,267.80 120 116 360 360 Yes 108 3/11/16 32,841.67 120 117 360 360 Yes 110 2/11/16 31,750.50 120 116 Interest Only Interest Only No 112 5/11/16 47,043.02 120 119 300 299 Yes 114 2/11/16 30,046.50 120 116 360 360 Yes 115 4/11/16 35,568.31 120 118 360 358 Yes 116 1/11/21 35,626.72 180 175 360 355 Yes 117 3/11/16 26,800.00 120 117 300 300 Yes 118 2/11/16 28,025.00 120 116 360 360 (Note 3) 119 10/11/15 36,587.60 120 112 300 292 Yes 120 1/11/16 33,907.87 120 115 360 355 Yes 121 12/11/15 25,659.38 120 114 360 360 Yes 122 2/11/36 26,854.27 120 116 360 360 Yes 123 1/11/16 33,263.79 120 115 360 355 Yes 124 2/11/36 16,990.01 180 176 360 360 Yes 125 2/11/36 5,315.31 180 176 360 360 Yes 126 2/11/36 4,817.01 180 176 360 360 Yes 128 5/11/16 25,368.75 120 117 360 360 Yes 129 3/11/16 25,643.75 120 117 360 360 Yes 131 2/11/16 24,199.83 120 116 Interest Only Interest Only Yes 132 1/11/16 30,926.65 120 115 360 355 Yes 133 2/11/16 33,166.71 120 116 300 296 Yes 135 2/11/36 23,539.20 120 116 360 360 Yes 136 3/11/16 23,029.33 120 117 360 360 Yes 137 4/11/16 32,321.48 120 118 300 298 No 138 3/11/16 28,138.99 120 117 360 357 Yes 139 4/11/16 27,842.91 120 118 360 358 Yes 140 4/11/16 22,155.05 120 118 360 360 Yes 141 6/11/35 26,693.86 120 108 360 348 No 142 9/11/15 26,953.48 120 111 360 351 Yes 143 1/11/16 21,473.96 120 115 360 360 Yes 144 4/11/16 29,938.34 120 118 300 298 Yes 147 1/11/36 21,712.50 180 175 360 360 Yes 148 4/11/16 19,850.83 120 118 360 360 Yes 149 5/11/31 26,821.85 120 119 300 299 Yes 150 5/11/16 23,452.29 120 119 360 359 Yes 151 5/11/16 23,198.28 120 119 360 359 Yes 152 1/11/16 18,250.58 120 115 360 360 Yes 153 3/11/16 22,223.58 120 117 360 357 Yes 154 3/11/16 21,147.69 120 117 360 357 Yes 155 8/11/12 20,080.46 84 74 360 350 Yes 156 1/11/16 16,162.67 120 115 360 360 Yes 157 2/11/16 19,783.98 120 116 360 356 Yes 160 4/11/16 13,279.10 120 118 360 360 Yes 161 1/11/16 16,307.33 120 115 360 355 Yes 163 11/11/15 13,470.09 120 113 360 353 Yes 164 2/11/36 11,196.75 120 116 360 356 Yes 165 2/11/36 10,301.63 120 116 360 356 Yes ESCROWED ANNUAL REAL ESCROWED LOAN PROPERTY PROPERTY ESTATE ANNUAL NUMBER BORROWER'S INTEREST SIZE SIZE TYPE LOCKBOX (YES/NO)? TAXES INSURANCE ----------------------------------------------------------------------------------------------------------------------------- 1 Fee Simple and Leasehold 10,974,960 SF In-Place Hard 0 (Note 2) 0 (Note 2) 1.1 Fee Simple 535,000 SF 1.2 Fee Simple 218,323 SF 1.3 Fee Simple 494,000 SF 1.4 Fee Simple 126,658 SF 1.5 Fee Simple 94,418 SF 1.6 Fee Simple 84,379 SF 1.7 Fee Simple 347,000 SF 1.8 Fee Simple 119,842 SF 1.9 Fee Simple 100,803 SF 1.10 Fee Simple 99,101 SF 1.11 Fee Simple 112,794 SF 1.12 Fee Simple 94,120 SF 1.13 Fee Simple 90,494 SF 1.14 Fee Simple 90,499 SF 1.15 Fee Simple 90,499 SF 1.16 Fee Simple 97,537 SF 1.17 Fee Simple 105,923 SF 1.18 Fee Simple 106,238 SF 1.19 Fee Simple 90,514 SF 1.20 Fee Simple 90,441 SF 1.21 Fee Simple 102,205 SF 1.22 Fee Simple 124,761 SF 1.23 Fee Simple 90,585 SF 1.24 Fee Simple 94,106 SF 1.25 Fee Simple 94,225 SF 1.26 Fee Simple 94,705 SF 1.27 Fee Simple 100,247 SF 1.28 Fee Simple 102,327 SF 1.29 Fee Simple 90,464 SF 1.30 Fee Simple 98,030 SF 1.31 Fee Simple 94,076 SF 1.32 Fee Simple 100,010 SF 1.33 Fee Simple 99,279 SF 1.34 Fee Simple 101,483 SF 1.35 Fee Simple 98,005 SF 1.36 Fee Simple 90,461 SF 1.37 Fee Simple 90,414 SF 1.38 Fee Simple 77,690 SF 1.39 Fee Simple 97,931 SF 1.40 Fee Simple 103,875 SF 1.41 Fee Simple 97,961 SF 1.42 Fee Simple 100,800 SF 1.43 Fee Simple 96,325 SF 1.44 Fee Simple 101,688 SF 1.45 Fee Simple 86,739 SF 1.46 Fee Simple 94,130 SF 1.47 Fee Simple 81,171 SF 1.48 Fee Simple 93,845 SF 1.49 Fee Simple 94,413 SF 1.50 Fee Simple 98,160 SF 1.51 Fee Simple 97,859 SF 1.52 Fee Simple 94,230 SF 1.53 Fee Simple 94,222 SF 1.54 Fee Simple 84,375 SF 1.55 Fee Simple 94,237 SF 1.56 Fee Simple 71,846 SF 1.57 Fee Simple 83,363 SF 1.58 Fee Simple 88,161 SF 1.59 Fee Simple 71,847 SF 1.60 Fee Simple 91,012 SF 1.61 Fee Simple 65,459 SF 1.62 Fee Simple 87,954 SF 1.63 Fee Simple 66,745 SF 1.64 Fee Simple 88,030 SF 1.65 Fee Simple 90,334 SF 1.66 Fee Simple 71,806 SF 1.67 Fee Simple 100,761 SF 1.68 Fee Simple 66,735 SF 1.69 Fee Simple 90,505 SF 1.70 Fee Simple 116,992 SF 1.71 Fee Simple 77,559 SF 1.72 Fee Simple 94,250 SF 1.73 Fee Simple 94,248 SF 1.74 Fee Simple 90,430 SF 1.75 Fee Simple 94,013 SF 1.76 Fee Simple 100,843 SF 1.77 Fee Simple 94,336 SF 1.78 Fee Simple 66,781 SF 1.79 Fee Simple 75,844 SF 1.80 Fee Simple 67,256 SF 1.81 Fee Simple 94,230 SF 1.82 Fee Simple 75,775 SF 1.83 Fee Simple 73,956 SF 1.84 Fee Simple 66,784 SF 1.85 Fee Simple 66,827 SF 1.86 Fee Simple 70,118 SF 1.87 Fee Simple 83,179 SF 1.88 Fee Simple 66,713 SF 1.89 Fee Simple 90,526 SF 1.90 Fee Simple 73,956 SF 1.91 Fee Simple 83,180 SF 1.92 Fee Simple 94,042 SF 1.93 Fee Simple 94,068 SF 1.94 Fee Simple 75,844 SF 1.95 Fee Simple 90,430 SF 1.96 Fee Simple 90,510 SF 1.97 Fee Simple 71,839 SF 1.98 Fee Simple 83,211 SF 1.99 Leasehold 94,136 SF 1.100 Fee Simple 75,844 SF 1.101 Fee Simple 71,345 SF 1.102 Leasehold 94,225 SF 1.103 Fee Simple 71,340 SF 1.104 Fee Simple 75,063 SF 1.105 Leasehold 94,091 SF 1.106 Fee Simple 15,060 SF 1.107 Fee Simple 14,265 SF 1.108 Fee Simple 60,985 SF 1.109 Fee Simple 28,953 SF 1.110 Leasehold 90,590 SF 1.111 Leasehold 80,327 SF 1.112 Fee Simple 12,821 SF 2 Fee Simple 636,922 SF In-Place Hard, Springing Cash Management 831,294 0 3 Fee Simple 486,081 SF In-Place Hard, Springing Cash Management 0 0 4 Fee Simple and Leasehold 915,558 SF In-Place Hard, Springing Cash Management 0 0 4.1 Fee Simple 207,583 SF 4.2 Leasehold 214,581 SF 4.3 Fee Simple 124,515 SF 4.4 Fee Simple 127,064 SF 4.5 Fee Simple 70,110 SF 4.6 Fee Simple 70,716 SF 4.7 Fee Simple 100,989 SF 5 Fee Simple 580 Rooms In-Place Hard, Springing Cash Management 1,490,477 353,376 5.1 Fee Simple 271 Rooms 0 0 5.2 Fee Simple 309 Rooms 0 0 7 Fee Simple 270,097 SF In-Place Hard 544,282 129,951 0 0 8 Fee Simple 198 Rooms None 483,390 0 9 Fee Simple 125 Rooms None 259,984 0 10 Leasehold 70 Rooms None 55,798 0 11 Fee Simple 70 Rooms None 41,303 0 0 0 12 Fee Simple 310,000 SF None 126,141 28,565 13 Fee Simple 145,000 SF None 88,188 18,711 14 Fee Simple 91,644 SF None 83,306 20,739 15 Fee Simple 121,750 SF None 61,866 14,766 16 Fee Simple 138,390 SF None 47,698 13,835 17 Fee Simple 32,500 SF None 21,327 4,322 18 Fee Simple 14,000 SF None 14,300 3,474 19 Fee Simple 7,490 SF None 6,340 3,637 22 Fee Simple 390 Units None 365,472 0 23 Fee Simple 439,451 SF Springing Hard 336,429 70,377 24 Fee Simple 334,195 SF In-Place Hard 577,498 52,803 25 Fee Simple 121,300 SF None 0 0 26 Fee Simple 793,593 SF None 263,695 87,427 27 Fee Simple 508 Units In-Place Soft 295,335 98,985 28 Fee Simple 115,367 SF None 342,863 99,947 29 Fee Simple 147,889 SF Springing Hard 101,022 36,850 30 Fee Simple 350 Units In-Place Soft 301,883 125,164 31 Fee Simple 149,342 SF None 0 0 32 Leasehold 216 Units Springing Hard 550,156 0 33 Fee Simple 295,700 SF None 451,179 0 34 Fee Simple 93,345 SF None 189,898 0 35 Fee Simple 143,148 SF Springing Hard 395,418 0 36 Fee Simple 104,077 SF None 295,688 0 38 Fee Simple 124,136 SF None 151,803 54,692 39 Fee Simple 216 Units Springing Hard 234,069 71,653 40 Fee Simple 121,038 SF None 150,634 23,575 41 Fee Simple 76,238 SF Springing Hard 154,520 0 42 Fee in Part, Leasehold in Part 255 Rooms Springing Hard 156,332 105,462 43 Fee Simple 150,678 SF None 307,679 53,926 44 Fee Simple 209,250 SF Springing Hard 0 0 45 Fee Simple 464 Units None 188,066 74,008 46 Fee Simple 219 Rooms Springing Hard 214,499 83,274 47 Fee Simple 155 Rooms None 151,736 0 48 Fee Simple 116,049 SF Springing Hard 99,634 17,484 49 Fee Simple 324 Units None 475,006 0 50 Fee Simple 127,354 SF None 0 0 51 Fee Simple 350 Units In-Place Soft 218,624 129,877 0 0 52 Fee Simple 192 Units None 95,861 18,990 53 Fee Simple 132 Units None 66,388 2,187,576 54 Fee Simple 32,238 SF In-Place Soft, Springing Hard 179,946 8,781 55 Fee Simple 130,706 SF In-Place Hard 0 46,052 57 Fee Simple 23,218 SF None 207,718 0 59 Fee Simple 86,872 SF None 0 0 60 Fee Simple 102 Units None 89,290 22,951 61 Fee Simple 100 Units None 77,407 16,455 62 Fee Simple 400 Units None 168,049 63,360 64 Fee Simple 475 Units None 451,565 0 65 Fee Simple 248 Rooms Springing Soft 101,018 34,806 65.1 Fee Simple 83 Rooms 0 0 65.2 Fee Simple 87 Rooms 0 0 65.3 Fee Simple 78 Rooms 0 0 68 Fee Simple 47,174 SF None 0 0 69 Fee Simple 110,725 SF Springing Hard 204,730 26,087 70 Fee Simple 209 Units In-Place Soft 239,385 239,385 70.1 Fee Simple 105 Units 0 0 70.2 Fee Simple 104 Units 0 0 71 Fee Simple 89,931 SF Springing Hard 213,942 0 72 Fee Simple 15,000 SF None 107,540 23,055 73 Fee Simple 107,598 SF Springing Hard 72,854 0 74 Fee Simple 197 Rooms Springing Soft 93,855 33,554 74.1 Fee Simple 115 Rooms 0 0 74.2 Fee Simple 82 Rooms 0 0 75 Fee Simple 202 Rooms Springing Soft 115,928 32,298 75.1 Fee Simple 114 Rooms 0 0 75.2 Fee Simple 88 Rooms 0 0 76 Fee Simple 65,000 SF None 0 0 77 Fee in Part, Leasehold in Part 29,620 SF None 97,212 0 78 Fee Simple 144,298 SF Springing Hard 0 0 79 Fee Simple 238,881 SF None 194,890 30,114 80 Fee Simple 306,619 SF Springing Hard 292,807 0 81 Fee in Part, Leasehold in Part 60,056 SF In-Place Hard 0 0 82 Fee Simple 215,581 SF Springing Hard 198,681 44,886 83 Fee Simple 90 Rooms None 52,894 20,556 84 Fee Simple 219,304 SF In-Place Hard, Springing Cash Management 357,315 59,176 86 Fee Simple 180,252 SF In-Place Hard 91,936 0 89 Fee Simple 50,955 SF None 213,439 11,260 91 Fee Simple 72,212 SF Springing Soft 375,838 11,933 92 Fee Simple 70,548 SF In-Place Hard 225,967 18,644 93 Fee Simple 124,698 SF Springing Hard 141,880 11,970 94 Fee Simple 98,972 SF None 227,648 0 95 Fee Simple 40,000 SF In-Place Hard 0 0 96 Fee Simple 108,160 SF Springing Hard 152,583 21,901 97 Fee Simple 14,490 SF Springing Hard 0 0 100 Fee Simple 58,413 SF None 108,142 0 101 Fee Simple 271 Units None 101,990 43,865 102 Fee Simple 58,366 SF None 0 0 103 Fee Simple 59,306 SF Springing Hard 146,008 25,004 104 Fee Simple 86,436 SF Springing Hard 50,754 13,074 106 Fee Simple 138 Units None 103,002 31,813 107 Fee Simple 37,500 SF In-Place Hard 0 0 108 Fee Simple 82,825 SF Springing Hard 141,933 0 110 Fee Simple 57,416 SF None 0 0 112 Fee Simple 200 Rooms Springing Soft 71,339 64,947 114 Fee Simple 248 Units None 97,382 0 115 Fee Simple 67 Units None 89,047 18,228 116 Fee Simple 29,652 SF None 128,983 5,934 117 Fee Simple 384 Units None 0 0 118 Fee Simple 22,035 SF None 46,588 12,100 119 Fee Simple 107 Rooms None 97,312 20,447 120 Fee Simple 60,535 SF None 82,121 5,577 121 Fee Simple 150 Units Springing Soft 130,640 169,215 122 Fee Simple 39,772 SF In-Place Hard 0 0 123 Fee Simple 54,516 SF None 95,395 47,327 0 0 124 Fee Simple 52,907 SF Springing Hard 0 0 125 Fee Simple 6,783 SF Springing Hard 0 0 126 Fee Simple 6,770 SF Springing Hard 0 0 128 Fee Simple 107,021 SF None 97,613 0 129 Fee Simple 92 Units None 0 25,004 131 Leasehold 51,048 SF None 112,489 22,691 132 Fee Simple 84,146 SF None 62,896 15,622 133 Fee Simple 74 Rooms None 44,351 0 135 Fee Simple 34,263 SF In-Place Hard 0 0 136 Fee Simple 46,648 SF Springing Hard 102,595 13,767 137 Fee Simple 111 Rooms Springing Soft 56,337 85,435 138 Fee Simple 168 Units None 186,086 0 139 Fee Simple 18,398 SF None 36,856 10,118 140 Fee Simple 123,986 SF Springing Hard 96,364 0 141 Fee Simple 28,526 SF Springing Hard 0 966 142 Fee Simple 43,100 SF None 0 0 143 Fee Simple 57 Units None 19,963 11,532 144 Fee Simple 114 Rooms Springing Hard 60,840 85,435 147 Fee Simple 14,820 SF Springing Hard 0 0 148 Fee Simple 27,825 SF Springing Hard 85,800 19,933 149 Fee Simple 11,590 SF Springing Hard 47,763 0 150 Fee Simple 25,048 SF Springing Hard 0 0 151 Fee Simple 45,056 SF None 0 0 152 Fee Simple 36,036 SF None 93,603 14,427 153 Fee Simple 17,272 SF None 0 1,569 154 Fee Simple 8,815 SF Springing Hard 31,082 5,468 155 Fee Simple 11,200 SF None 0 0 156 Fee Simple 15,030 SF None 29,798 5,835 157 Fee Simple 30,823 SF None 61,518 9,874 160 Fee Simple 54,064 SF Springing Hard 123,138 0 161 Fee Simple 20,000 SF Springing Hard 0 0 163 Fee in Part, Leasehold in Part 11,180 SF None 0 3,586 164 Fee Simple 11,180 SF Springing Hard 0 0 165 Fee Simple 11,180 SF Springing Hard 0 0 ESCROWED REPLACE- INITIAL MENT ESCROWED DEFERRED INITIAL RESERVES REPLACEMENT ESCROWED TI/LC ESCROWED TI/LC MAINTEN- ENVIRON- LOAN INITIAL RESERVES CURRENT RESERVES INITIAL RESERVES CURRENT ANCE MENTAL NUMBER DEPOSIT ANNUAL DEPOSIT DEPOSIT ANNUAL DEPOSIT DEPOSIT DEPOSIT HOLDBACK RESERVE ----------------------------------------------------------------------------------------------------------------- 1 0 0 (Note 2) 0 0 (Note 2) 482,265 1.1 1.2 3,875 1.3 1.4 1.5 1.6 1.7 1.8 1.9 16,625 1.10 1.11 1.12 2,188 1.13 15,000 1.14 6,250 1.15 8,550 1.16 1.17 1.18 9,194 1.19 1.20 3,125 1.21 1.22 13,906 1.23 1.24 1.25 1.26 1.27 1.28 1,875 1.29 1.30 21,250 1.31 12,125 1.32 1.33 1.34 2,750 1.35 1.36 1.37 10,313 1.38 16,000 1.39 1.40 6,250 1.41 3,125 1.42 2,500 1.43 2,250 1.44 4,063 1.45 7,500 1.46 1.47 1.48 1,250 1.49 1.50 1.51 1.52 1.53 4,000 1.54 22,563 1.55 72,698 1.56 1.57 1.58 1.59 21,238 1.60 4,688 1.61 6,250 1.62 1.63 1.64 1.65 1.66 7,813 1.67 1,250 1.68 1.69 2,881 1.70 1,875 1.71 1.72 13,250 1.73 4,250 1.74 1.75 1.76 1.77 10,111 1.78 1.79 1.80 3,125 1.81 1.82 7,813 1.83 13,125 1.84 1.85 1.86 12,250 1.87 1,875 1.88 1.89 17,500 1.90 6,731 1.91 1.92 1.93 21,856 1.94 1.95 14,000 1.96 1.97 3,688 1.98 1,250 1.99 3,250 1.100 4,813 1.101 1,625 1.102 1,250 1.103 1.104 1,250 1.105 1.106 1.107 1.108 22,788 1.109 1.110 1,250 1.111 1.112 2 94,825 0 539,725 0 3 0 0 6,837,894 0 4 0 0 0 0 4.1 4.2 4.3 4.4 4.5 4.6 4.7 5 0 4% of Gross Revenues NAP NAP 5.1 5.2 7 252,500 0 3,000,000 0 22,500 8 0 4% of Gross Revenues NAP NAP 712,500 9 0 4% of Gross Revenues NAP NAP 10 0 4% of Gross Revenues NAP NAP 11 0 4% of Gross Revenues NAP NAP 4,145 12 0 31,000 0 51,052 13 0 14,500 0 23,879 14 0 9,164 0 15,092 15 0 12,175 0 20,050 16 0 13,839 0 22,791 17 0 3,250 0 5,352 18 0 1,400 0 2,306 19 0 695 0 1,145 22 400,000 97,500 NAP NAP 188,450 23 0 65,840 1,301,259 220,029 30,649 1,213,500 24 0 0 167,496 0 25 0 0 0 0 26 0 79,359 0 119,039 5,000 3,263,000 27 2,749,512 0 NAP NAP 115,308 28 0 17,304 64,200 0 1,530,000 29 0 33,563 0 0 30 910,000 0 NAP NAP 11,875 31 0 0 0 0 32 0 54,000 NAP NAP 22,500 33 0 44,355 1,162,862 0 34 0 13,054 0 0 22,250 35 0 14,315 0 101,635 36 0 11,448 0 0 38 0 18,665 0 125,179 980,825 1,600,000 39 0 96,000 NAP NAP 40 0 12,104 0 64,159 41 0 15,221 420,000 0 42 0 4% of Gross Revenues NAP NAP 7,500 1,250 43 0 0 0 0 161,094 44 39,758 0 0 0 10,000 45 0 116,000 NAP NAP 46 0 4% of Gross Revenues NAP NAP 1,750 47 0 4% of Gross Revenues NAP NAP 48 0 23,210 398,500 0 1,500 49 0 72,900 NAP NAP 50 0 0 NAP NAP 51 2,142,375 0 NAP NAP 193,125 52 0 48,000 NAP NAP 97,375 53 0 33,000 NAP NAP 79,500 54 0 4,836 0 32,238 55 0 13,071 650,000 0 57 0 3,483 0 0 59 0 0 0 0 60 63,750 0 NAP NAP 61 62,500 0 NAP NAP 30,150 62 0 100,000 NAP NAP 64 0 150,100 NAP NAP 382,493 65 0 4% of Gross Revenues NAP NAP 65.1 65.2 65.3 68 0 7,076 0 0 74,500 69 0 22,146 0 55,362 6,250 70 0 62,700 NAP NAP 1,875 70.1 70.2 1,875 71 0 17,986 0 0 72 0 3,000 0 39,504 1,975 901,000 73 25,000 0 250,000 0 74 0 4% of Gross Revenues NAP NAP 74.1 74.2 75 0 4% of Gross Revenues NAP NAP 75.1 75.2 76 690,000 12,996 2,400,000 0 77 0 2,962 0 0 78 0 0 0 0 79 0 12,261 0 43,000 23,906 80 65,000 24,162 0 70,522 65,000 81 0 0 0 0 82 0 43,118 0 107,794 83 0 4% of Gross Revenues NAP NAP 84 100,000 0 1,438,706 0 20,313 86 0 18,025 200,000 0 50,000 89 0 7,643 175,000 0 91 0 14,442 0 93,876 92 0 10,582 0 55,332 18,750 93 0 17,293 396,625 0 3,375 94 0 19,794 0 90,000 95 0 0 0 0 96 0 17,306 0 54,080 97 0 0 0 0 100 0 0 0 0 101 0 68,075 NAP NAP 102 0 0 0 0 103 0 8,899 100,000 90,000 104 150,000 17,287 0 0 8,875 23,000 106 0 27,600 NAP NAP 50,000 107 0 0 0 0 108 0 28,161 0 82,825 110 0 0 0 0 112 0 4% of Gross Revenues NAP NAP 26,703 114 0 62,000 NAP NAP 115 0 16,250 NAP NAP 116 0 4,448 0 22,239 117 0 0 NAP NAP 8,750 118 0 2,424 0 18,289 119 0 4% of Gross Revenues NAP NAP 120 0 6,054 150,000 44,913 394,000 121 0 0 NAP NAP 122 0 0 0 0 123 30,000 5,452 0 31,509 32,000 7,250 124 0 5,273 0 0 125 0 700 0 0 126 0 700 0 0 128 0 19,264 0 0 41,778 129 0 23,000 NAP NAP 131 0 0 0 0 132 0 12,622 0 50,469 2,500 133 0 4% of Gross Revenues NAP NAP 135 0 0 0 0 136 0 4,665 0 18,659 137 0 4% of Gross Revenues NAP NAP 138 0 64,176 NAP NAP 139 0 1,840 40,000 0 140 65,000 5,899 0 30,997 141 0 0 0 0 142 0 0 0 0 143 0 17,100 NAP NAP 144 0 4% of Gross Revenues NAP NAP 147 0 0 0 0 148 0 4,951 0 16,503 149 0 1,159 0 0 150 0 0 0 0 151 0 0 0 0 152 0 7,207 0 36,036 15,000 153 0 0 0 0 154 0 1,763 0 0 155 0 2,352 0 0 156 0 2,255 0 14,500 157 0 6,165 0 0 160 0 10,813 0 54,064 161 0 3,000 0 0 163 0 0 0 0 164 0 1,789 0 0 2,625 165 0 1,677 0 0 3,813 LOAN NUMBER LOC ENVIRONMENTAL INSURANCE POLICY --------------------------------------------------------------------------------------------------------------------------------- 1 Deferred Maintenance Reserve is in the form of a LOC 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 1.10 1.11 1.12 1.13 1.14 1.15 1.16 1.17 1.18 1.19 1.20 1.21 1.22 1.23 1.24 1.25 1.26 1.27 1.28 1.29 1.30 1.31 1.32 1.33 1.34 1.35 1.36 1.37 1.38 1.39 1.40 1.41 1.42 1.43 1.44 1.45 1.46 1.47 1.48 1.49 1.50 1.51 1.52 1.53 1.54 1.55 1.56 1.57 1.58 1.59 1.60 1.61 1.62 1.63 1.64 1.65 1.66 1.67 1.68 1.69 1.70 1.71 1.72 1.73 1.74 1.75 1.76 1.77 1.78 1.79 1.80 1.81 1.82 1.83 1.84 1.85 1.86 1.87 1.88 1.89 1.90 1.91 1.92 1.93 1.94 1.95 1.96 1.97 1.98 1.99 1.100 1.101 1.102 1.103 1.104 1.105 1.106 1.107 1.108 1.109 1.110 1.111 1.112 2 Replacement Reserve and TI/LC Reserve are in the form of LOCs. In addition, Borrower delivered to Lender multiple letters of credit at closing that total $1,533,215 to cover gap rent. The amount of money in the escrow will be reduced on an annual basis, down to $917,060, $376,018, and $0 on May 11 of 2007, 2008, and 2009 respectively. 3 4 4.1 4.2 4.3 4.4 4.5 4.6 4.7 5 5.1 5.2 7 Yes, Lender's Protection Policy in lieu of Environmental Indemnity. 8 9 10 11 12 13 14 15 16 17 18 19 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 38 39 40 41 42 43 44 Replacement Reserve is in the form of AO275a LOC 45 46 47 48 49 50 51 52 53 54 55 Borrower has posted a Letter of Credit for $1,031,250 (125% of the engineer's estimate) that will secure either hooking up the property to the public sewer or replacing the existing septic system. Letter of credit shall not be renewed beyond February 16, 2009. Letter of credit will be released upon property being hooked up to the public sewer or replacement of the existing septic system. 57 59 60 61 62 64 65 65.1 65.2 65.3 68 69 70 70.1 70.2 71 72 Holdback Reserve is in the form of a LOC 73 74 74.1 74.2 75 75.1 75.2 76 77 78 79 80 81 82 83 84 86 89 91 92 93 94 95 96 97 100 101 102 103 104 106 107 108 110 112 114 115 116 117 118 119 120 121 122 123 124 125 126 128 129 131 132 133 135 136 137 138 139 TI/LC reserve is in the form of a LOC 140 141 142 Yes, Underground Storage Tank Liability Policy 143 144 147 148 149 150 151 152 153 154 155 156 157 160 161 163 164 165