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EXHIBIT 10.1
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CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
(Depositor)
and
COLUMN FINANCIAL, INC.
(Seller)
----------
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of June 1, 2007
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<PAGE>
TABLE OF CONTENTS
Page
Section 1. Transactions on or Prior to the Closing
Date..................
Section 2. Closing Date
Actions..........................................
Section 3. Conveyance of Mortgage
Loans..................................
Section 4. Depositor's Conditions to
Closing.............................
Section 5. Seller's Conditions to
Closing................................
Section 6. Representations and Warranties of
Seller......................
Section 7. Obligations of
Seller.........................................
Section 8. Crossed Mortgage
Loans........................................
Section 9. Rating Agency Fees; Costs and Expenses Associated
with a
Defeasance...................................................
Section 10. Representations and Warranties of
Depositor...................
Section 11. Survival of Certain Representations, Warranties
and
Covenants....................................................
Section 12. Transaction
Expenses..........................................
Section 13. Recording
Costs...............................................
Section 14.
Notices.......................................................
Section 15. Notice of Exchange Act Reportable
Events......................
Section 16. Examination of Mortgage
Files.................................
Section 17.
Successors....................................................
Section 18. Governing
Law.................................................
Section 19.
Severability..................................................
Section 20. Further
Assurances............................................
Section 21.
Counterparts..................................................
Section 22. Treatment as Security
Agreement...............................
Section 23. Recordation of
Agreement......................................
Schedule I Schedule of Transaction Terms
Schedule II Mortgage Loan Schedule for Column Trust Mortgage
Loans
Schedule III Mortgage Loans Constituting Mortgage Groups
Schedule IV Mortgage Loans with Lost Notes
Schedule V Exceptions with Respect to Seller's Representations
and Warranties
Exhibit A Representations and Warranties of Seller Regarding the
Mortgage
Loans
Exhibit B Form of Lost Note Affidavit
<PAGE>
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (this "Agreement"),
dated
as of June 1, 2007, is made by and between COLUMN FINANCIAL,
INC., a Delaware
corporation ("Seller"), and CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES
CORP., a Delaware corporation ("Depositor").
RECITALS
I. Capitalized terms used herein without definition have the
meanings ascribed to them in the Schedule of Transaction Terms
attached hereto
as Schedule I, which is incorporated herein by this reference,
or, if not
defined therein or elsewhere in this Agreement, in the Pooling
and Servicing
Agreement.
II. On the Closing Date, and on the terms set forth herein,
Seller
has agreed to sell to Depositor and Depositor has agreed to
purchase from Seller
the mortgage loans identified on the schedule (the "Mortgage
Loan Schedule")
annexed hereto as Schedule II (each such mortgage loan, a
"Mortgage Loan" and,
collectively, the "Mortgage Loans"). Depositor intends to
deposit the Mortgage
Loans and other assets into a trust fund (the "Trust Fund")
created pursuant to
the Pooling and Servicing Agreement and to cause the issuance of
the
Certificates.
AGREEMENT
NOW, THEREFORE, on the terms and conditions set forth below and
for
good and valuable consideration, the receipt and adequacy of
which is hereby
acknowledged, Depositor and Seller agree as follows:
Section 1. Transactions on or Prior to the Closing Date. On or
prior
to the Closing Date, Seller shall have delivered the Mortgage
Files with respect
to each Mortgage Loan to Wells Fargo Bank, N.A., as trustee (the
"Trustee"),
against receipt by Seller of a trust receipt, pursuant to an
arrangement between
Seller and the Trustee; provided, however, that item (p) in the
definition of
Mortgage File (defined below) shall be delivered to the
applicable Master
Servicer for inclusion in the Servicer File (defined below) with
a copy
delivered to the Trustee for inclusion in the Mortgage File.
Section 2. Closing Date Actions. The sale of the Mortgage
Loans
shall take place on the Closing Date, subject to and
simultaneously with the
deposit of the Mortgage Loans into the Trust Fund, the issuance
of the
Certificates and the sale of (a) the Publicly Offered
Certificates by Depositor
to the Underwriters pursuant to the Underwriting Agreement and
(b) the Private
Certificates by Depositor to the Initial Purchaser pursuant to
the Certificate
Purchase Agreement. The closing (the "Closing") shall take place
at the offices
of Cadwalader, Wickersham & Taft LLP, One World Financial
Center, New York, New
York 10281, or such other location as agreed upon between the
parties hereto. On
the Closing Date, the following actions shall take place in
sequential order on
the terms set forth herein:
(i) Seller shall sell to Depositor, and Depositor shall
purchase
from Seller, the Mortgage Loans pursuant to this Agreement for
the
Mortgage Loan Purchase Price (as defined herein). The Mortgage
Loan
Purchase Price shall be paid by Depositor to Seller by wire
transfer in
immediately available funds to an account designated by Seller
on or prior
to the Closing Date (or, by such other method as shall be
mutually
acceptable to Depositor and Seller). The "Mortgage Loan Purchase
Price"
paid by Depositor shall be equal to the amount that the
Depositor and the
Seller have mutually agreed upon as the Seller's share of the
net
securitization proceeds from the sale of the Publicly Offered
Certificates
and the Private Certificates as set forth in the Closing
Statement (which
amount includes, without limitation, accrued interest).
(ii) Pursuant to the terms of the Pooling and Servicing
Agreement,
Depositor shall sell all of its right, title and interest in and
to the
Mortgage Loans to the Trustee for the benefit of the Holders of
the
Certificates.
(iii) Depositor shall sell to the Underwriters, and the
Underwriters
shall purchase from Depositor, the Publicly Offered Certificates
pursuant
to the Underwriting Agreement, and Depositor shall sell to the
Initial
Purchaser, and the Initial Purchaser shall purchase from
Depositor, the
Private Certificates pursuant to the Certificate Purchase
Agreement.
(iv) The Underwriters will offer the Publicly Offered
Certificates
for sale to the public pursuant to the Prospectus and the
Prospectus
Supplement and the Initial Purchaser will privately place
certain classes
of the Private Certificates pursuant to the Offering
Circular.
Section 3. Conveyance of Mortgage Loans. On the Closing Date,
Seller
shall sell, convey, assign and transfer, without recourse except
as provided
herein, to Depositor, free and clear of any liens, claims or
other encumbrances,
all of Seller's right, title and interest in, to and under: (i)
each of the
Mortgage Loans identified on the Mortgage Loan Schedule; and
(ii) all property
of Seller described in Section 22(b) of this Agreement,
including, without
limitation, (A) all scheduled payments of interest and principal
due on or with
respect to the Mortgage Loans after the Cut-off Date and (B) all
other payments
of interest, principal or yield maintenance charges received on
or with respect
to the Mortgage Loans after the Cut-off Date, other than any
such payments of
interest or principal or yield maintenance charges that were due
on or prior to
the Cut-off Date. The parties acknowledge that such assignment,
conveyance and
transfer of the Mortgage Loans shall not be construed to limit
any obligation of
Seller, any servicing rights of Wachovia Bank, National
Association under that
certain Servicing Rights Purchase Agreement, dated as of June 1,
2007, between
Seller and Wachovia Bank, National Association, any servicing
rights of KeyCorp
Real Estate Capital Markets, Inc. under that certain Servicing
Rights Purchase
Agreement, dated as of June 1, 2007, between Seller and Keycorp
Real Estate
Capital Markets, Inc., or any related servicing rights of any
Primary Servicer
contemplated by the Pooling and Servicing Agreement. The
Mortgage File for each
Mortgage Loan shall consist of the following documents:
(a) each original Note (or with respect to those Mortgage
Loans
listed in Schedule IV hereto, a "lost note affidavit"
substantially in the form
of Exhibit B hereto and a true and complete copy of the Note),
bearing, or
accompanied by, all prior and intervening endorsements,
assignments or allonges
showing a complete chain of endorsement or assignment from the
Mortgage Loan
Originator either in blank or to the Seller, and further
endorsed (at the
direction of the Depositor given pursuant to this Agreement) by
the Seller, on
its face or by allonge attached thereto, without recourse,
either in blank or to
the order of the Trustee in the following form: "Pay to the
order of Wells Fargo
Bank, N.A., as trustee for the registered Holders of Credit
Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series
2007-C3, without recourse, representation or warranty, express
or implied";
(b) a duplicate original Mortgage or a counterpart thereof or,
if
such Mortgage has been returned by the related recording office,
(A) an
original, (B) a certified copy or (C) a copy thereof from the
applicable
recording office, and originals or counterparts (or originals or
copies of
certified copies from the applicable recording office) of any
intervening
assignments thereof from the Mortgage Loan Originator to the
Seller, in each
case in the form submitted for recording or, if recorded, with
evidence of
recording indicated thereon;
(c) an original assignment of Mortgage, in recordable form
(except
for any missing recording information and, if applicable,
completion of the name
of the assignee), from the Seller (or the Mortgage Loan
Originator), either in
blank or to "Wells Fargo Bank, N.A., as trustee for the
registered Holders of
Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage
Pass-Through Certificates, Series 2007-C3";
(d) an original, counterpart or copy of any related Assignment
of
Leases (if such item is a document separate from the Mortgage),
and the
originals, counterparts or copies of any intervening assignments
thereof from
the Mortgage Loan Originator of the Loan to the Seller, in each
case in the form
submitted for recording or, if recorded, with evidence of
recording thereon;
(e) an original assignment of any related Assignment of Leases
(if
such item is a document separate from the Mortgage and to the
extent not already
assigned pursuant to clause (c) above), in recordable form
(except for any
missing recording information and, if applicable, completion of
the name of the
assignee), from the Seller (or the Mortgage Loan Originator),
either in blank or
to "Wells Fargo Bank, N.A., as trustee for the registered
Holders of Credit
Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through
Certificates, Series 2007-C3";
(f) an original or true and complete copy of any related
Security
Agreement (if such item is a document separate from the
Mortgage), and the
originals or copies of any intervening assignments thereof from
the Mortgage
Loan Originator to the Seller;
(g) an original assignment of any related Security Agreement
(if
such item is a document separate from the Mortgage and to the
extent not already
assigned pursuant to clause (c) above), from the Seller (or the
Mortgage Loan
Originator), either in blank or to "Wells Fargo Bank, N.A., as
trustee for the
registered Holders of Credit Suisse First Boston Mortgage
Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2007-C3,"
which assignment
may be included as part of an omnibus assignment covering other
documents
relating to the Mortgage Loan (provided that such omnibus
assignment is
effective under applicable law);
(h) originals or copies of all (A) assumption agreements,
(B)
modifications, (C) written assurance agreements and (D)
substitution agreements,
together with any evidence, when appropriate, of recording
thereon or in the
form submitted for recording, in those instances where the terms
or provisions
of the Mortgage, Note or any related security document have been
modified or the
Mortgage Loan has been assumed;
(i) the original lender's title insurance policy or a copy
thereof
(together with all endorsements or riders that were issued with
or subsequent to
the issuance of such policy), or if the policy has not yet been
issued, the
original or a copy of a binding written commitment (which may be
a pro forma or
specimen title insurance policy which has been accepted or
approved in writing
by the related title insurance company or escrow instructions
binding on the
title insurer irrevocably obligating the title insurer to issue
such title
insurance policy) or interim binder that is marked as binding
and countersigned
by the title company, insuring the priority of the Mortgage as a
first lien on
the related Mortgaged Property, relating to such Mortgage
Loan;
(j) the original or a counterpart of any guaranty of the
obligations
of the Borrower under the Mortgage Loan;
(k) certified or other copies of all UCC Financing Statements
and
continuation statements which show the filing or recording
thereof or copies
thereof in the form submitted for filing or recording sufficient
to perfect (and
maintain the perfection of) the security interest held by the
Mortgage Loan
Originator (and each assignee of record prior to the Trustee) in
and to the
personalty of the Borrower at the Mortgaged Property that is
described in the
related Mortgage or a separate security agreement, and original
UCC Financing
Statement assignments in a form suitable for filing or
recording, sufficient to
assign such UCC Financing Statements to the Trustee;
(l) the original or copy of the power of attorney (with evidence
of
recording thereon) granted by the Borrower if the Mortgage, Note
or other
document or instrument referred to above was not signed by the
Borrower;
(m) with respect to any debt of a Borrower or mezzanine
borrower
permitted under the related Mortgage Loan, an original or copy
of a
subordination agreement, standstill agreement or other
intercreditor, co-lender
or similar agreement relating to such other debt, if any
(including, as
applicable, any Intercreditor Agreements, mezzanine loan
documents or preferred
equity documents), together with, if such Mortgage Loan is an A
Loan, a copy of
the related Note for each related B Loan;
(n) with respect to any Cash Collateral Accounts and
Lock-Box
Accounts, an original or copy of any related cash collateral
control agreement
or lock-box control agreement, as applicable, and a copy of the
UCC Financing
Statements, if any, submitted for filing with respect to the
Seller's security
interest in the Cash Collateral Accounts and Lock-Box Accounts
and all funds
contained therein (together with UCC Financing Statement
assignments in a form
suitable for filing or recording, sufficient to transfer such
UCC Financing
Statements to the Trustee on behalf of the
Certificateholders);
(o) an original or copy of any related Loan Agreement (if
separate
from the related Mortgage);
(p) the originals of letters of credit, if any, relating to
the
Mortgage Loan, provided that in connection with deliveries of
the Mortgage File
to the Trust, such originals shall be delivered to the
applicable Master
Servicer and copies thereof shall be delivered to the
Trustee;
(q) any related environmental insurance policies and any
environmental guaranty or indemnity agreements or copies
thereof;
(r) the original or a copy of any ground lease, ground lease
estoppels, and any amendments thereto;
(s) copies of franchise agreements, franchisor comfort letters
and
all notices received from the related franchisor, if any, for
hospitality
properties;
(t) the original or a copy of any property management
agreement;
(u) a checklist of the related Mortgage Loan Documents included
in
the Mortgage File for the subject Mortgage Loan; and
(v) if applicable (and not for purposes of the Seller's
delivery
obligations), the original or a counterpart of any post-closing
agreement
relating to any modification, waiver or amendment of any term of
any Mortgage
Loan (including fees charged the Borrower) required to be added
to the Mortgage
File pursuant to Section 3.20(j) of the Pooling and Servicing
Agreement.
Notwithstanding the foregoing, in the event that, in connection
with
any Mortgage Loan, the Seller cannot deliver, or cause to be
delivered, an
original, counterpart or certified copy, as applicable, of any
of the documents
and/or instruments required to be delivered pursuant to clauses
(b), (d), (h),
(k) (other than assignments of UCC Financing Statements to be
recorded or filed
in accordance with the transfer contemplated by this Agreement),
(l) and (n)
(other than assignments of UCC Financing Statements to be
recorded or filed in
accordance with the transfer contemplated by this Agreement)
above with evidence
of recording or filing thereon on the Closing Date, solely
because of a delay
caused by the public recording or filing office where such
document or
instrument has been delivered for recordation or filing, then
the Seller: (i)
shall deliver, or cause to be delivered, to the Trustee a
duplicate original or
true copy of such document or instrument certified by the
applicable public
recording or filing office, the applicable title insurance
company or the Seller
to be a true and complete duplicate original or copy of the
original thereof
submitted for recording or filing; and (ii) shall deliver, or
cause to be
delivered, to the Trustee either the original of such
non-delivered document or
instrument, or a photocopy thereof (certified by the appropriate
public
recording or filing office to be a true and complete copy of the
original
thereof submitted for recording or filing), with evidence of
recording or filing
thereon (with a copy to the applicable Master Servicer), within
365 days of the
Closing Date, which period may be extended up to two times, in
each case for an
additional period of 90 days (provided that the Seller, as
certified in writing
to the Trustee prior to each such 90-day extension, is in good
faith attempting
to obtain from the appropriate county recorder's office such
original or
photocopy). Compliance with this paragraph will satisfy the
Seller's delivery
requirements under this Section 3 with respect to the subject
document(s) and
instrument(s).
Notwithstanding the foregoing, in the event that, in connection
with
any Mortgage Loan, the Seller cannot deliver, or cause to be
delivered, an
original, counterpart or certified copy, as applicable, of any
of the documents
and/or instruments required to be delivered pursuant to clauses
(b), (d), (h),
(k) (other than assignments of UCC Financing Statements to be
recorded or filed
in accordance with the transfer contemplated by this Agreement),
(l) and (n)
(other than assignments of UCC Financing Statements to be
recorded or filed in
accordance with the transfer contemplated by this Agreement)
above with evidence
of recording or filing thereon, for any other reason, including
without
limitation, that such non-delivered document or instrument has
been lost, the
delivery requirements of this Agreement shall be deemed to have
been satisfied
and such non-delivered document or instrument shall be deemed to
have been
included in the related Mortgage File if a photocopy of such
non-delivered
document or instrument (with evidence of recording or filing
thereon and
certified by the appropriate recording or filing office to be a
true and
complete copy of the original thereof as filed or recorded) is
delivered to the
Trustee (with a copy to the applicable Master Servicer) on or
before the Closing
Date.
Notwithstanding the foregoing, in the event that the Seller
cannot
deliver any UCC Financing Statement assignment with the filing
or recording
information of the related UCC Financing Statement with respect
to any Mortgage
Loan, solely because such UCC Financing Statement has not been
returned by the
public filing or recording office where such UCC Financing
Statement has been
delivered for filing or recording, the Seller shall so notify
the Trustee and
shall not be in breach of its obligations with respect to such
delivery,
provided that the Seller promptly forwards such UCC Financing
Statement to the
Trustee (with a copy to the applicable Master Servicer) upon its
return,
together with the related original UCC Financing Statement
assignment in a form
appropriate for filing or recording.
The Seller may, at its sole cost and expense, but is not
obligated
to, engage a third party contractor to prepare or complete in
proper form for
filing or recording any and all assignments of Mortgage,
assignments of
Assignments of Leases and assignments of UCC Financing
Statements to the Trustee
to be delivered pursuant to clauses (c), (e), (k) and (n) above
(collectively,
the "Assignments"), to submit the Assignments for filing and
recording, as the
case may be, in the applicable public filing and recording
offices and to
deliver those Assignments to the Trustee (with a copy to the
applicable Master
Servicer) or its designee as those Assignments (or certified
copies thereof) are
received from the applicable filing and recording offices with
evidence of such
filing or recording indicated thereon. In the event the Seller
engages a third
party contractor as contemplated in the immediately preceding
sentence, the
rights, duties and obligations of the Seller pursuant to this
Agreement remain
binding on the Seller; and, if the Seller does not engage a
third party as
contemplated by the immediately preceding sentence, then the
Seller will still
be liable for recording and filing fees and expenses of the
Assignments as and
to the extent contemplated by Section 13 hereof.
Within ten (10) Business Days after the Closing Date, the
Seller
shall deliver the Servicer Files with respect to each of the
Mortgage Loans to
the applicable Master Servicer (or, if applicable, to a
Sub-Servicer at the
direction of the applicable Master Servicer, with a copy to the
applicable
Master Servicer) under the Pooling and Servicing Agreement on
behalf of the
Trustee in trust for the benefit of the Certificateholders. Each
such Servicer
File shall contain all documents and records in the Seller's
possession relating
to such applicable Mortgage Loans (including reserve and escrow
agreements, cash
collateral control agreements, lock-box control agreements, rent
rolls, leases,
environmental and engineering reports, third-party underwriting
reports,
appraisals, surveys, legal opinions, estoppels, financial
statements, operating
statements and any other information provided by the respective
Borrower from
time to time, but excluding any draft documents, attorney/client
communications,
which are privileged or constitute legal or other due diligence
analyses, and
documents prepared by the Seller or any of its Affiliates solely
for internal
communication, credit underwriting or due diligence analyses
(other than the
underwriting information contained in the related underwriting
memorandum or
asset summary report prepared by the Seller in connection with
the preparation
of Exhibit A-1 to the Prospectus Supplement)) that are not
required to be a part
of a Mortgage File in accordance with the definition thereof,
together with
copies of all instruments and documents which are required to be
a part of the
related Mortgage File in accordance with the definition
thereof.
In addition, with respect to each Mortgage Loan as to which
any
Additional Collateral is in the form of a letter of credit as of
the Closing
Date, the Seller (within 30 days after the Closing Date) shall
cause to be
prepared, executed and delivered to the issuer of each such
letter of credit
such notices, assignments and acknowledgements as are required
under such letter
of credit to assign, without recourse, to, and vest in, the
Trustee (in care of
the applicable Master Servicer) (whether by actual assignment or
by amendment of
the letter of credit) the Seller's rights as the beneficiary
thereof and drawing
party thereunder. The designated beneficiary under each letter
of credit
referred to in the preceding sentence shall be the Trustee (in
care of the
applicable Master Servicer).
To the extent the seller receives a notice on or after the
Closing
Date with respect to a Mortgage Loan secured by a hospitality
property for which
a franchisor comfort letter exists, the seller shall promptly
forward such
notice to the Trustee and advise the related franchisor of the
Trustee's address
to which the franchisor shall deliver all future notices.
For purposes of this Section 3, and notwithstanding any
contrary
provision hereof or of the definition of "Mortgage File," if
there exists with
respect to any group of Crossed Mortgage Loans only one original
or certified
copy of any document or instrument described in the definition
of "Mortgage
File" which pertains to all of the Crossed Mortgage Loans in
such group of
Crossed Mortgage Loans, the inclusion of the original or
certified copy of such
document or instrument in the Mortgage File for any of such
Crossed Mortgage
Loans and the inclusion of a copy of such original or certified
copy in each of
the Mortgage Files for the other Crossed Mortgage Loans in such
group of Crossed
Mortgage Loans, shall be deemed the inclusion of such original
or certified
copy, as the case may be, in the Mortgage File for each such
Crossed Mortgage
Loan.
The Seller shall, promptly after the Closing Date, but in all
events
within three (3) Business Days after the Closing Date, cause all
funds on
deposit in escrow accounts maintained with respect to the
Mortgage Loans in the
name of the Seller or any other name, to be transferred to or at
the direction
of the applicable Master Servicer (or, if applicable, a
Sub-Servicer at the
direction of the applicable Master Servicer) for deposit into
Servicing
Accounts.
The Trustee, as assignee or transferee of Depositor, shall
be
entitled to all scheduled principal payments due after the
Cut-off Date, all
other payments of principal due and collected after the Cut-off
Date, and all
payments of interest on the Mortgage Loans due after the Cut-off
Date, minus
that portion of any such payment which is allocable to the
period on or prior to
the Cut-off Date. All scheduled payments of principal due on or
before the
Cut-off Date and collected after the Cut-off Date, together with
the
accompanying interest payments, shall belong to Seller.
Upon the sale of the Mortgage Loans from Seller to Depositor
pursuant hereto, the ownership of each Note, the related
Mortgage and the
contents of the related Mortgage File shall be vested in
Depositor and the
ownership of all records and documents with respect to the
related Mortgage Loan
prepared by or which come into the possession of Seller as
seller of the
Mortgage Loans hereunder, exclusive in each case of records and
documents that
are not required to be delivered hereunder by Seller, shall
immediately vest in
Depositor. All Monthly Payments, Principal Prepayments and other
amounts
received by Seller and not otherwise belonging to Seller
pursuant to this
Agreement shall be sent by Seller within three (3) Business Days
after Seller's
receipt thereof to the applicable Master Servicer via wire
transfer for deposit
by the applicable Master Servicer into the Collection
Account.
Upon sale of Certificates representing at least 10% of the
fair
value of all the Certificates to unaffiliated third parties,
Seller shall, under
generally accepted accounting principles ("GAAP"), report its
transfer of the
Mortgage Loans to the Depositor, as provided herein, as a sale
of the Mortgage
Loans to the Depositor in exchange for the consideration
specified in Section 2
hereof. In connection with the foregoing, upon sale of
Certificates representing
at least 10% of the fair value of all the Certificates to
unaffiliated third
parties, Seller shall cause all of its financial and accounting
records to
reflect such transfer as a sale (as opposed to a secured loan).
With respect to
its treatment of the transfer of the Mortgage Loans to the
Depositor under GAAP,
Seller shall at all times following the Closing Date cause all
of its records
and financial statements and any relevant consolidated financial
statements of
any direct or indirect parent to clearly reflect that the
Mortgage Loans have
been transferred to the Depositor and are no longer available to
satisfy claims
of Seller's creditors.
After Seller's transfer of the Mortgage Loans to Depositor,
as
provided herein, Seller shall not take any action inconsistent
with Depositor's
ownership (or the ownership by any of the Depositor's assignees)
of the Mortgage
Loans. Except for actions that are the express responsibility of
another party
hereunder or under the Pooling and Servicing Agreement, and
further except for
actions that Seller is expressly permitted to complete
subsequent to the Closing
Date, Seller shall, on or before the Closing Date, take all
actions required
under applicable law to effectuate the transfer of the Mortgage
Loans by Seller
to Depositor.
Section 4. Depositor's Conditions to Closing. The obligations
of
Depositor to purchase the Mortgage Loans and pay the Mortgage
Loan Purchase
Price at the Closing Date under the terms of this Agreement are
subject to the
satisfaction of each of the following conditions at or before
the Closing:
(a) Each of the obligations of the Seller required to be
performed
by it on or prior to the Closing Date pursuant to the terms of
this Agreement
shall have been duly performed and complied with in all material
respects; all
of the representations and warranties of Seller under this
Agreement (subject to
the exceptions set forth in the Exception Report) shall be true
and correct in
all material respects as of the Closing Date; no event shall
have occurred with
respect to the Seller or any of the Mortgage Loans and related
Mortgage Files
which, with notice or the passage of time, would constitute a
material default
under this Agreement; and Depositor shall have received
certificates to the
foregoing effect signed by authorized officers of Seller.
(b) Depositor, or if directed by Depositor, the Trustee or
the
Depositor's attorneys or other designee, shall have received in
escrow, all of
the following closing documents, in such forms as are agreed
upon and reasonably
acceptable to the Depositor and the Seller, duly executed by all
signatories
other than Depositor, as required pursuant to the respective
terms thereof:
(i) the Mortgage Files, subject to the proviso to the first
sentence
of Section 1 of this Agreement, which shall have been delivered
to and
held by the Trustee on behalf of Seller;
(ii) the Mortgage Loan Schedule;
(iii) the certificate of the Seller confirming its
representations
and warranties set forth in Section 6 (subject to the exceptions
set forth
in the Exception Report) as of the Closing Date;
(iv) an opinion or opinions of Seller's counsel, dated the
Closing
Date, covering various corporate matters and such other matters
as shall
be reasonably required by the Depositor;
(v) such other certificates of Seller's officers or others and
such
other documents to evidence fulfillment of the conditions set
forth in
this Agreement as Depositor or its counsel may reasonably
request; and
(vi) all other information, documents, certificates, or letters
with
respect to the Mortgage Loans or Seller and its Affiliates as
are
reasonably requested by the Depositor in order for the Depositor
to
perform any of it obligations or satisfy any of the conditions
on its part
to be performed or satisfied pursuant to any sale of Mortgage
Loans by the
Depositor as contemplated herein.
(c) The Seller shall have performed or complied with all other
terms
and conditions of this Agreement which it is required to perform
or comply with
at or before the Closing and shall have the ability to perform
or comply with
all duties, obligations, provisions and terms which it is
required to perform or
comply with after the Closing.
(d) If requested, the Seller shall have delivered to the
Trustee, on
or before the Closing Date, five limited powers of attorney in
favor of the
Trustee and the Special Servicer empowering the Trustee and, in
the event of the
failure or incapacity of the Trustee, the Special Servicer, to
record, at the
expense of the Seller, any Mortgage Loan Documents required to
be recorded and
any intervening assignments with evidence of recording thereon
that are required
to be included in the Mortgage Files. If requested by the
Trustee or the Special
Servicer after the Closing Date, the Seller shall deliver to the
Trustee or the
Special Servicer, as applicable, the powers of attorney
described in the prior
sentence in form and substance reasonably acceptable to the
requesting party.
(e) The Seller shall have paid or caused to be paid upfront all
the
annual fees of each Rating Agency allocable to the Mortgage
Loans.
Section 5. Seller's Conditions to Closing. The obligations of
Seller
under this Agreement shall be subject to the satisfaction, on
the Closing Date,
of the following conditions:
(a) Each of the obligations of Depositor required to be
performed by
it on or prior to the Closing Date pursuant to the terms of this
Agreement
(including, without limitation, payment of the Mortgage Loan
Purchase Price)
shall have been duly performed and complied with in all material
respects; and
all of the representations and warranties of Depositor under
this Agreement
shall be true and correct in all material respects as of the
Closing Date; and
no event shall have occurred with respect to Depositor which,
with notice or the
passage of time, would constitute a material default under this
Agreement, and
Seller shall have received certificates to that effect signed by
authorized
officers of Depositor.
(b) Seller shall have received all of the following closing
documents, in such forms as are agreed upon and reasonably
acceptable to Seller
and Depositor, duly executed by all signatories other than
Seller, as required
pursuant to the respective terms thereof:
(A) an officer's certificate of Depositor, dated as of the
Closing Date, with the resolutions of Depositor authorizing
the
transactions set forth therein, together with copies of the
charter,
by-laws and certificate of good standing dated as of a recent
date
of Depositor; and
(B) such other certificates of its officers or others, such
opinions of Depositor's counsel and such other documents
required to
evidence fulfillment of the conditions set forth in this
Agreement
as Seller or its counsel may reasonably request.
(c) The Depositor shall have performed or complied with all
other
terms and conditions of this Agreement which it is required to
perform or comply
with at or before the Closing and shall have the ability to
perform or comply
with all duties, obligations, provisions and terms which it is
required to
perform or comply with after Closing.
Section 6. Representations and Warranties of Seller. (a)
Seller
represents and warrants to Depositor as of the date hereof, as
follows:
(i) Seller is duly organized and is validly existing as a
corporation in good standing under the laws of the State of
Delaware.
Seller has conducted and is conducting its business so as to
comply in all
material respects with all applicable statutes and regulations
of
regulatory bodies or agencies having jurisdiction over it,
except where
the failure so to comply would not have a materially adverse
effect on the
performance by Seller of this Agreement, and there is no
charge,
investigation, action, suit or proceeding before or by any
court,
regulatory authority or governmental agency or body pending or,
to the
knowledge of Seller, threatened, which is reasonably likely to
materially
and adversely affect the performance by Seller of this Agreement
or the
consummation of transactions contemplated by this Agreement.
(ii) Seller has the full power, authority and legal right to
hold,
transfer and convey the Mortgage Loans owned by it and to
execute and
deliver this Agreement (and all agreements and documents
executed and
delivered by Seller in connection herewith) and to perform
all
transactions of Seller contemplated by this Agreement (and all
agreements
and documents executed and delivered by Seller in connection
herewith).
Seller has duly authorized the execution, delivery and
performance of this
Agreement (and all agreements and documents executed and
delivered by
Seller in connection herewith), and has duly executed and
delivered this
Agreement (and all agreements and documents executed and
delivered by
Seller in connection herewith). This Agreement (and each
agreement and
document executed and delivered by Seller in connection
herewith),
assuming due authorization, execution and delivery thereof by
each other
party thereto, constitutes the legal, valid and binding
obligation of
Seller enforceable in accordance with its terms, except as
such
enforcement may be limited by bankruptcy, fraudulent transfer,
insolvency,
reorganization, receivership, moratorium or other laws relating
to or
affecting the rights of creditors generally, by general
principles of
equity (regardless of whether such enforcement is considered in
a
proceeding in equity or at law) and by considerations of public
policy.
(iii) Neither the execution, delivery and performance of
this
Agreement, nor the fulfillment of or compliance with the terms
and
conditions of this Agreement by Seller, will (A) conflict with
or result
in a breach of any of the terms, conditions or provisions of
Seller's
organizational documents; (B) conflict with, result in a breach
of, or
constitute a default or result in an acceleration under, any
agreement or
instrument to which Seller is now a party or by which it (or any
of its
properties) is bound if compliance therewith is necessary (1) to
ensure
the enforceability of this Agreement or (2) for Seller to
perform its
duties and obligations under this Agreement (or any agreement or
document
executed and delivered by Seller in connection herewith); (C)
conflict
with or result in a breach of any legal restriction if
compliance
therewith is necessary (1) to ensure the enforceability of this
Agreement
or (2) for Seller to perform its duties and obligations under
this
Agreement (or any agreement or document executed and delivered
by Seller
in connection herewith); (D) result in the violation of any law,
rule,
regulation, order, judgment or decree to which Seller or its
property is
subject if compliance therewith is necessary (1) to ensure
the
enforceability of this Agreement or (2) for Seller to perform
its duties
and obligations under this Agreement (or any agreement or
document
executed and delivered by Seller in connection herewith); or (E)
result in
the creation or imposition of any lien, charge or encumbrance
that would
have a material adverse effect upon Seller's ability to perform
its duties
and obligations under this Agreement (or any agreement or
document
executed and delivered by Seller in connection herewith), or
materially
impair the ability of the Depositor to realize on the Mortgage
Loans owned
by Seller.
(iv) Seller is solvent and the sale of the Mortgage Loans (1)
will
not cause Seller to become insolvent and (2) is not intended by
Seller to
hinder, delay or defraud any of its present or future creditors.
After
giving effect to its transfer of the Mortgage Loans, as provided
herein,
the value of Seller's assets, either taken at their present fair
saleable
value or at fair valuation, will exceed the amount of Seller's
debts and
obligations, including contingent and unliquidated debts and
obligations
of Seller, and Seller will not be left with unreasonably small
assets or
capital with which to engage in and conduct its business. Seller
does not
intend to, and does not believe that it will, incur debts or
obligations
beyond its ability to pay such debts and obligations as they
mature. No
proceedings looking toward liquidation, dissolution or
bankruptcy of the
Seller are pending or contemplated.
(v) No consent, approval, authorization or order of, or
registration
or filing with, or notice to, any court or governmental agency
or body
having jurisdiction or regulatory authority over Seller is
required for
(A) Seller's execution, delivery and performance of this
Agreement (or any
agreement or document executed and delivered by Seller in
connection
herewith), (B) Seller's transfer and assignment of the Mortgage
Loans, or
(C) the consummation by Seller of the transactions contemplated
by this
Agreement (or any agreement or document executed and delivered
by Seller
in connection herewith) or, to the extent so required, such
consent,
approval, authorization, order, registration, filing or notice
has been
obtained, made or given (as applicable), except for the filing
or
recording of assignments and other Mortgage Loan Documents
contemplated by
the terms of this Agreement and except that Seller may not be
duly
qualified to transact business as a foreign corporation or
licensed in one
or more states if such qualification or licensing is not
necessary to
ensure the enforceability of this Agreement (or any agreement or
document
executed and delivered by Seller in connection herewith).
(vi) In connection with its sale of the Mortgage Loans, Seller
is
receiving new value. The consideration received by Seller upon
the sale of
the Mortgage Loans owned by it constitutes at least fair
consideration and
reasonably equivalent value for the Mortgage Loans.
(vii) Seller does not believe, nor does it have any reason or
cause
to believe, that it cannot perform each and every covenant of
Seller
contained in this Agreement (or any agreement or document
executed and
delivered by Seller in connection herewith).
(viii) There are no actions, suits or proceedings pending or,
to
Seller's knowledge, threatened in writing against Seller which
are
reasonably likely to draw into question the validity of this
Agreement (or
any agreement or document executed and delivered by Seller in
connection
herewith) or which, either in any one instance or in the
aggregate, are
reasonably likely to materially impair the ability of Seller to
perform
its duties and obligations under this Agreement (or any
agreement or
document executed and delivered by Seller in connection
herewith).
(ix) Seller's performance of its duties and obligations under
this
Agreement (and each agreement or document executed and delivered
by Seller
in connection herewith) is in the ordinary course of business of
Seller
and Seller's transfer, assignment and conveyance of the Mortgage
Loans
pursuant to this Agreement are not subject to the bulk transfer
or similar
statutory provisions in effect in any applicable jurisdiction.
The
Mortgage Loans do not constitute all or substantially all of
Seller's
assets.
(x) Seller has not dealt with any Person that may be entitled,
by
reason of any act or omission of Seller, to any commission or
compensation
in connection with the sale of the Mortgage Loans to the
Depositor
hereunder except for (A) the reimbursement of expenses as
described herein
or otherwise in connection with the transactions described in
Section 2
hereof and (B) the commissions or compensation owed to the
Underwriters or
the Initial Purchaser.
(xi) Seller is not in default or breach of any agreement or
instrument to which Seller is now a party or by which it (or any
of its
properties) is bound which breach or default would materially
and
adversely affect the ability of Seller to perform its
obligations under
this Agreement.
(xii) The representations and warranties contained in Exhibit
A
hereto, subject to the exceptions set forth in the Exception
Report, are
true and correct in all material respects as of the date hereof
(or, in
each case, as of such other date specifically set forth in the
subject
representation and warranty) with respect to the Mortgage Loans
identified
on Schedule II.
(xiii) The information set forth in any Disclosure Information
(as
defined in the Column Indemnification Agreement), as last
forwarded to
each prospective investor at or prior to the date on which a
contract for
sale was entered into with such prospective investor, (i) does
not contain
any untrue statement of a material fact or omit to state any
material fact
necessary to make the statements therein, in light of the
circumstances
under which they were made, not misleading and (ii) complies
with the
requirements of and contains all of the applicable information
required by
Regulation AB (as defined in the Column Indemnification
Agreement); but
only to the extent that (i) such information regards the
Mortgage Loans
and is contained in the Loan Detail (as defined in the
Column
Indemnification Agreement) or, to the extent consistent
therewith, the
Diskette (as defined in the Column Indemnification Agreement) or
(ii) such
information regarding the Seller or the Mortgage Loans was
contained in
the Confidential Offering Circular or the Prospectus Supplement
under the
headings "Summary of Prospectus Supplement--Relevant
Parties/Entities--Sponsors and Mortgage Loan Sellers," "Summary
of
Prospectus Supplement--Relevant Parties/Entities--Originators,"
"Summary
of Prospectus Supplement--The Underlying Mortgage Loans--Source
of the
Underlying Mortgage Loans," "Risk Factors," "Description of the
Sponsors
and Mortgage Loan Sellers" and "Description of the Underlying
Mortgage
Loans--Significant Mortgage Loans" and such information does not
represent
an incorrect restatement or an incorrect aggregation of
correct
information regarding the Mortgage Loans contained in the Loan
Detail.
(b) The Seller hereby agrees that it shall be deemed to make, as
of
the date of substitution, to and for the benefit of the Trustee
as the holder of
the Mortgage Loan to be replaced, with respect to any
replacement mortgage loan
(a "Replacement Mortgage Loan") that is substituted for a
Mortgage Loan affected
by a Material Document Defect or a Material Breach, pursuant to
Section 7 of
this Agreement, each of the representations and warranties set
forth in Exhibit
A hereto (subject to exceptions disclosed at such time)
(references therein to
"Closing Date" being deemed to be references to the "date of
substitution" and
references therein to "Cut-off Date" being deemed to be
references to the "most
recent due date for the subject Replacement Mortgage Loan on or
before the date
of substitution"). From and after the date of substitution, each
Replacement
Mortgage Loan, if any, shall be deemed to constitute a "Mortgage
Loan" hereunder
for all purposes.
Section 7. Obligations of Seller. Each of the representations
and
warranties contained in or required to be made by Seller
pursuant to Section 6
of this Agreement shall survive the sale of the Mortgage Loans
and shall
continue in full force and effect, notwithstanding any
restrictive or qualified
endorsement on the Notes and notwithstanding subsequent
termination of this
Agreement or the Pooling and Servicing Agreement. The
representations and
warranties contained in or required to be made by Seller
pursuant to Section 6
of this Agreement shall not be impaired by any review or
examination of the
Mortgage Files or other documents evidencing or relating to the
Mortgage Loans
or any failure on the part of Depositor to review or examine
such documents and
shall inure to the benefit of the initial transferee of the
Mortgage Loans from
Depositor including, without limitation, the Trustee for the
benefit of the
Holders of the Certificates, notwithstanding (1) any restrictive
or qualified
endorsement on any Note, assignment of Mortgage or reassignment
of Assignment of
Leases or (2) any termination of this Agreement prior to the
Closing, but shall
not inure to the benefit of any subsequent transferee
thereafter.
If the Seller receives notice of a breach of any of the
representations or warranties contained in Exhibit A hereto and
made by the
Seller with respect to any Mortgage Loan listed on Schedule II
hereto, as of the
date hereof in Section 6(a)(xii) or as of the Closing Date
pursuant to Section
4(b)(iii) (in either case, subject to the exceptions to such
representations and
warranties set forth in the Exception Report), or with respect
to any
Replacement Mortgage Loan, as of the date of substitution
pursuant to Section
6(b) (in any such case, a "Breach"), or receives notice that (A)
any document
required to be included in the Mortgage File related to any
Mortgage Loan is not
in the Trustee's possession within the time period required
herein or (B) such
document has not been properly executed or is otherwise
defective on its face
(the circumstances in the foregoing clauses (A) and (B), in each
case, a
"Defect" (including the "Defects" described below) in the
related Mortgage
File), and if such Breach or Defect, as the case may be,
materially and
adversely affects the value of the related Mortgage Loan or the
interests of the
Certificateholders therein (any Breach or Defect that materially
and adversely
affects the value of the related Mortgage Loan or the interests
of the
Certificateholders therein, a "Material Breach" or a "Material
Document Defect,"
respectively), then the Seller shall, upon request of the
Depositor, the
Trustee, the applicable Master Servicer or the Special Servicer,
not later than
90 days from the receipt by the Seller of such request (subject
to the second
succeeding paragraph, the "Initial Resolution Period"): (i) cure
such Material
Breach or Material Document Defect, as the case may be, in all
material
respects; (ii) repurchase the affected Mortgage Loan at the
applicable Purchase
Price (as defined in the Pooling and Servicing Agreement); or
(iii) substitute,
in accordance with the Pooling and Servicing Agreement, one or
more Qualified
Substitute Trust Mortgage Loans (as defined in the Pooling and
Servicing
Agreement) for such affected Mortgage Loan (provided that in no
event shall any
substitution occur later than the second anniversary of the
Closing Date) and
pay the applicable Master Servicer for deposit into the
Collection Account any
Substitution Shortfall Amount (as defined in the Pooling and
Servicing
Agreement) in connection therewith; provided, however, that if
(i) such Material
Breach or Material Document Defect is capable of being cured but
not within the
Initial Resolution Period, (ii) such Material Breach or Material
Document Defect
does not cause the related Mortgage Loan not to be a "qualified
mortgage"
(within the meaning of Section 860G(a)(3) of the Code), (iii)
the Seller has
commenced and is diligently proceeding with the cure of such
Material Breach or
Material Document Defect within the Initial Resolution Period
and (iv) the
Seller has delivered to the Rating Agencies, the applicable
Master Servicer, the
Special Servicer and the Trustee an Officer's Certificate that
describes the
reasons that the cure was not effected within the Initial
Resolution Period and
the actions that it proposes to take to effect the cure and that
states that it
anticipates the cure will be effected within the additional
90-day period, then
the Seller shall have an additional 90 days to cure such
Material Document
Defect or Material Breach. If there exists a Breach of any
representation or
warranty that the related Mortgage Loan Documents or any
particular Mortgage
Loan Document requires the related Borrower to bear the costs
and expenses
associated with any particular action or matter under such
Mortgage Loan
Document(s), then the Seller shall cure such Breach within the
Initial
Resolution Period by reimbursing the Trust Fund (by wire
transfer of immediately
available funds to the Collection Account) the reasonable amount
of any such
costs and expenses incurred by the applicable Master Servicer,
the Special
Servicer, the Trustee or the Trust Fund that are the basis of
such Breach and
have not been reimbursed by the related Borrower; provided,
however, that in the
event that any such costs and expenses exceed $10,000, the
Seller shall have the
option to either repurchase the related Mortgage Loan at the
applicable Purchase
Price, replace such Mortgage Loan and pay any applicable
Substitution Shortfall
Amount or pay such costs and expenses. Except as provided in the
proviso to the
immediately preceding sentence, Seller shall remit the amount of
such costs and
expenses and upon its making such remittance, Seller shall be
deemed to have
cured such Breach in all respects. Provided such payment is
made, the second
preceding sentence describes the sole remedy available to the
Certificateholders
and the Trustee on their behalf regarding any such Breach, and
Seller shall not
be obligated to repurchase, substitute or otherwise cure such
Breach under any
circumstances. With respect to any repurchase of a Mortgage Loan
hereunder or
with respect to any substitution of one or more Qualified
Substitute Trust
Mortgage Loans for a Mortgage Loan hereunder, (A) no such
substitution may be
made in any calendar month after the Determination Date for such
month; (B)
scheduled payments of principal and interest due with respect to
the Qualified
Substitute Trust Mortgage Loan(s) after the Due Date in the
month of
substitution, and scheduled payments of principal and interest
due with respect
to each Mortgage Loan being repurchased or replaced after the
related Cut-off
Date and received by the applicable Master Servicer or the
Special Servicer on
behalf of the Trust on or prior to the related date of
repurchase or
substitution shall be part of the Trust Fund; and (C) scheduled
payments of
principal and interest due with respect to each such Qualified
Substitute Trust
Mortgage Loan on or prior to the Due Date in the month of
substitution, and
scheduled payments of principal and interest due with respect to
each Mortgage
Loan being repurchased or replaced and received by the
applicable Master
Servicer or the Special Servicer on behalf of the Trust after
the related date
of repurchase or substitution shall not be part of the Trust
Fund, and the
Seller (or, if applicable, any person effecting the related
repurchase or
substitution in the place of the Seller) shall be entitled to
receive such
payments promptly following receipt by the applicable Master
Servicer or Special
Servicer, as applicable, under the Pooling and Servicing
Agreement.
Any of the following will cause a document in the Mortgage File
to
be deemed to have a "Defect" and to be conclusively presumed to
materially and
adversely affect the interests of Certificateholders in and the
value of a
Mortgage Loan: (a) the absence from the Mortgage File of the
original signed
Note, unless the Mortgage File contains a signed lost note
affidavit and
indemnity; (b) the absence from the Mortgage File of the
original signed
Mortgage, unless there is included in the Mortgage File a
certified copy of the
Mortgage as recorded or as sent for recordation, together with a
certificate
stating that the original signed Mortgage was sent for
recordation, or a copy of
the Mortgage and the related recording information; (c) the
absence from the
Mortgage File of the item called for by clause (i) of the
definition of Mortgage
File in Section 3; (d) the absence from the Mortgage File of any
intervening
assignments required to create an effective assignment to the
Trustee on behalf
of the Trust, unless there is included in the Mortgage File a
certified copy of
the intervening assignment and a certificate stating that the
original
intervening assignments were sent for recordation; (e) the
absence from the
Mortgage File of any required original letter of credit (unless
such original
has been delivered to the applicable Master Servicer and copy
thereof is part of
the Mortgage File), provided that such Defect may be cured by
any substitute
letter of credit or cash reserve on behalf of the related
Borrower; or (f) the
absence from the Mortgage File of the original or a copy of any
required ground
lease. Notwithstanding anything herein to the contrary, the
failure to include a
document checklist in a Mortgage File shall in no event
constitute a Material
Document Defect.
Any Defect or Breach which causes any Mortgage Loan not to be
a
"qualified mortgage" (within the meaning of Section 860G(a)(3)
of the Code)
shall be deemed to materially and adversely affect the interest
of
Certificateholders therein and the Initial Resolution Period for
the affected
Mortgage Loan shall be 90 days following the earlier of (a)
Seller's receipt of
notice to Seller of the discovery of such Defect or Breach by
any party to the
Pooling and Servicing Agreement and (b) Seller's discovery of
such Defect or
Breach (which period shall not be subject to extension).
If the Seller does not, as required by this Section 7, correct
or
cure a Material Breach or a Material Document Defect in all
material respects
within the applicable Initial Resolution Period (as extended
pursuant to this
Section 7), or if such Material Breach or Material Document
Defect is not
capable of being so corrected or cured within such period, then
the Seller shall
repurchase or substitute for the affected Mortgage Loan as
provided in this
Section 7. If (i) any Mortgage Loan is required to be
repurchased or substituted
for as provided above, (ii) such Mortgage Loan is a Crossed
Mortgage Loan that
is a part of a Mortgage Group (as defined below) and (iii) the
applicable Breach
or Defect does not constitute a Breach or Defect, as the case
may be, as to any
other Crossed Mortgage Loan in such Mortgage Group (without
regard to this
paragraph), then the applicable Breach or Defect, as the case
may be, will be
deemed to constitute a Breach or Defect, as the case may be, as
to any other
Crossed Mortgage Loan in the Mortgage Group for purposes of the
above
provisions, and the Seller will be required to repurchase or
substitute for such
other Crossed Mortgage Loan(s) in the related Mortgage Group in
accordance with
the provisions of this Section 7 unless the Crossed Mortgage
Loan Repurchase
Criteria would be satisfied if Seller were to repurchase or
substitute for only
the affected Crossed Mortgage Loans as to which a Material
Breach or Material
Document Defect had occurred without regard to this paragraph,
and in the case
of either such repurchase or substitution, all of the other
requirements set
forth in the Pooling and Servicing Agreement applicable to a
repurchase or
substitution, as the case may be, would be so satisfied. In the
event that the
Crossed Mortgage Loan Repurchase Criteria would be so satisfied,
the Mortgage
Loan Seller may elect either to repurchase or substitute for
only the affected
Crossed Mortgage Loan as to which the Material Document Defect
or Material
Breach exists or to repurchase or substitute for all of the
Crossed Mortgage
Loans in the related Mortgage Group. The determination of the
Special Servicer
as to whether the Crossed Mortgage Loan Repurchase Criteria have
been satisfied
shall be conclusive and binding in the absence of manifest
error. The Seller
shall be responsible for the cost of (and, if so directed by the
Special
Servicer, obtaining) any Appraisal required for the Special
Servicer to
determine if the Crossed Mortgage 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). For purposes of
this paragraph,
a "Mortgage Group" is any group of Mortgage Loans identified as
a Mortgage Group
on Schedule III to this Agreement.
Notwithstanding the foregoing, if there is a Material Breach
or
Material Document Defect with respect to one or more Mortgaged
Properties (but
not all of the Mortgaged Properties) with respect to a Mortgage
Loan, the Seller
will not be obligated to repurchase or substitute for the entire
Mortgage Loan
if the affected Mortgaged Property may, pursuant to the partial
release
provisions of the related Mortgage Loan Documents, be released
and the Mortgaged
Property remaining after such release satisfies the
requirements, if any, set
forth in the Mortgage Loan Documents and (i) the Seller provides
an opinion of
counsel to the effect that such partial release would not cause
an Adverse REMIC
Event (as defined in the Pooling and Servicing Agreement) to
occur, (ii) the
Seller pays (or causes to be paid) the applicable release price
required under
the Mortgage Loan Documents and, to the extent not reimbursable
out of the
release price pursuant to the related Mortgage Loan Documents,
any additional
amounts necessary to cover all reasonable out-of-pocket expenses
reasonably
incurred by the applicable Master Servicer, the Special
Servicer, the Trustee or
the Trust Fund in connection therewith, including any
unreimbursed advances and
interest thereon made with respect to the Mortgaged Property
that is being
released, and (iii) such cure by release of such Mortgaged
Property is effected
within the time periods specified for cure of a Material Breach
or Material
Document Defect in this Section 7.
The Purchase Price or Substitution Shortfall Amount for any
repurchased or substituted Mortgage Loan shall be payable to the
Depositor or,
subsequent to the assignment of the Mortgage Loans to the
Trustee, the Trustee
as its assignee, by wire transfer of immediately available funds
to the account
designated by the Depositor or the Trustee, as the case may be,
and the
Depositor or the Trustee, as the case may be, upon receipt of
such funds (and,
in the case of a substitution, the Mortgage File(s) for the
related Qualified
Substitute Trust Mortgage Loans), shall promptly release the
related Mortgage
File and Servicer File (and all other documents pertaining to
such Mortgage Loan
possessed by the Depositor or the Trustee, as applicable, or on
its behalf, but
excluding any draft documents, attorney/client privileged
communications and
documents prepared by the Depositor or the Trustee (or by the
applicable Master
Servicer or the Special Servicer on behalf of the Trust), as
applicable, or any
of its Affiliates solely for internal communication) or cause
them to be
released, to Seller and shall execute and deliver such
instruments of transfer,
endorsement or assignment as shall be necessary to vest in the
Seller the legal
and beneficial ownership of such Mortgage Loan (including any
property acquired
in respect thereof or proceeds of any insurance policy with
respect thereto) and
the related Mortgage Loan Documents and shall deliver to Seller
any escrow
payments and reserve funds held by it, or on its behalf, with
respect to such
repurchased or replaced Mortgage Loan.
It is understood and agreed that the obligations of the Seller
set
forth in this Section 7 to cure, substitute for or repurchase a
Mortgage Loan
listed on Schedule II hereto constitute the sole remedies
available to the
Depositor and its successors and assigns against Seller
respecting any Breach or
Defect affecting such Mortgage Loan.
Section 8. Crossed Mortgage Loans. With respect to any
Crossed
Mortgage Loan conveyed hereunder, to the extent that the Seller
repurchases or
substitutes for an affected Crossed Mortgage Loan in the manner
prescribed above
while the Trustee continues to hold any related Crossed Mortgage
Loans, the
Seller and the Depositor (on behalf of its successors and
assigns) agree to
modify upon such repurchase or substitution, the related
Mortgage Loan Documents
in a manner such that such affected Crossed Mortgage Loan
repurchased or
substituted for by the Seller, on the one hand, and any related
Crossed Mortgage
Loans still held by the Trustee, on the other, would no longer
be
cross-defaulted or cross-collateralized with one another;
provided, that the
Seller shall have furnished to the Trustee, at the Seller's
expense, an opinion
of counsel that such modification shall not cause an Adverse
REMIC Event;
provided, further, that if such opinion cannot be furnished, the
Seller and the
Depositor hereby agree that such repurchase or substitution of
only the affected
Crossed Mortgage Loans, notwithstanding anything to the contrary
herein, shall
not be permitted (in which case, the Seller will be obligated to
purchase or
substitute for all Crossed Mortgage Loans in the related
Mortgage Group (defined
below)). Any reserve or other cash collateral or letters of
credit securing the
affected Crossed Mortgage Loans shall be allocated between such
Mortgage Loans
in accordance with the Mortgage Loan Documents. All other terms
of the Mortgage
Loans shall remain in full force and effect, without any
modification thereof
(unless otherwise modified in accordance with the Pooling and
Servicing
Agreement).
Section 9. Rating Agency Fees; Costs and Expenses Associated
with a
Defeasance. The Seller shall pay all Rating Agency fees
associated with an
assumption of a Mortgage Loan to the extent such fees have not
been paid by the
related Borrower and such Borrower is not required to pay them
under the terms
of the related Mortgage Loan Documents in effect on or before
the Closing Date,
the payment of which fees shall constitute the sole remedy of
any breach by a
Seller of representation (xxviii)(1) set forth on Exhibit A
hereto unless the
Seller elects to repurchase or substitute for such Mortgage Loan
in accordance
with the second paragraph of Section 7. The Seller shall pay all
reasonable
costs and expenses associated with a defeasance of a Mortgage
Loan to the extent
such costs and expenses have not been paid by the related
Borrower and such
Borrower is not required to pay them under the terms of the
related Mortgage
Loan Documents in effect on or before the Closing Date, the
payment of which
fees shall constitute the sole remedy of any breach by a Seller
of
representation (liv)(F) set forth on Exhibit A hereto unless the
Seller elects
to repurchase or substitute for such Mortgage Loan in accordance
with the second
paragraph of Section 7.
Section 10. Representations and Warranties of Depositor.
Depositor
hereby represents and warrants to Seller as of the date hereof,
as follows:
(a) Depositor is duly organized and is validly existing as a
corporation in good standing under the laws of the State of
Delaware, with full
corporate power and authority to own its assets and conduct its
business as it
is conducted, and is duly qualified as a foreign corporation in
good standing in
all jurisdictions in which the ownership or lease of its
property or the conduct
of its business requires such qualification (except where the
failure to qualify
would not have a materially adverse effect on the consummation
of any
transactions contemplated by this Agreement).
(b) The execution and delivery by Depositor of this Agreement
and
the performance of Depositor's obligations hereunder are within
the corporate
power of Depositor and have been duly authorized by Depositor
and neither the
execution and delivery by Depositor of this Agreement nor the
compliance by
Depositor with the provisions hereof, nor the consummation by
Depositor of the
transactions contemplated by this Agreement, will (i) conflict
with or result in
a breach of, or constitute a default under, the certificate of
incorporation or
by-laws of Depositor or, after giving effect to the consents or
taking of the
actions contemplated by clause (ii) of this paragraph (b), any
of the provisions
of any law, governmental rule, regulation, judgment, decree or
order binding on
Depositor or its properties, or any of the provisions of any
material indenture
or mortgage or any other material contract or other instrument
to which
Depositor is a party or by which it is bound or result in the
creation or
imposition of any lien, charge or encumbrance upon any of its
properties
pursuant to the terms of any such indenture, mortgage, contract
or other
instrument or (ii) require the consent of, notice to or any
filing with any
person, entity or governmental body, which has not been obtained
or made by
Depositor, except where, in any of the instances contemplated by
clause (i)
above or this clause (ii), the failure to do so will not have a
material and
adverse effect on the consummation of any transactions
contemplated by this
Agreement.
(c) This Agreement has been duly executed and delivered by
Depositor
and this Agreement constitutes a legal, valid and binding
instrument,
enforceable against Depositor in accordance with its terms,
subject, as to the
enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency,
moratorium and other laws affecting the rights of creditors
generally and to
general principles of equity and the discretion of the court
(regardless of
whether enforcement of such remedies is considered in a
proceeding in equity or
at law) and, as to rights of indemnification hereunder, subject
to limitations
of public policy under applicable securities laws.
(d) There is no litigation, charge, investigation, action, suit
or
proceeding by or before any court, regulatory authority or
governmental agency
or body pending or, to the knowledge of Depositor, threatened
against Depositor
the outcome of which could be reasonably expected to materially
and adversely
affect the consummation of any transactions contemplated by this
Agreement.
Section 11. Survival of Certain Representations, Warranties
and
Covenants. The respective representations and warranties set
forth in or made
pursuant to this Agreement, and the respective obligations of
the parties hereto
under Sections 7 and 9 of this Agreement, will remain in full
force and effect,
regardless of any investigation or statement as to the result
thereof made by or
on behalf of any party and will survive payment for the various
transfers
referred to herein and delivery of the Certificates or
termination of this
Agreement.
Section 12. Transaction Expenses. Whether or not this Agreement
is
terminated, both the Depositor and the Seller agree to pay the
transaction
expenses incurred in connection with the transactions herein
contemplated as set
forth in the Closing Statement.
Section 13. Recording Costs. Seller agrees to reimburse the
Trustee
or its designee all recording and filing fees and expenses
incurred by the
Trustee or its designee in connection with the recording or
filing of the
Mortgage Loan Documents listed in Section 3 of this Agreement,
including
Assignments. In the event Seller elects to engage a third party
contractor to
prepare, complete, file and record Assignments with respect to
Mortgage Loans as
provided in Section 3 of this Agreement, Seller shall contract
directly with
such contractor and shall be responsible for such contractor's
compensation and
reimbursement of recording and filing fees and other
reimbursable expenses
pursuant to their agreement.
Section 14. Notices. All demands, notices and communications
hereunder shall be in writing and effective only upon receipt,
and, shall be
deemed to have been duly given if personally delivered to or
mailed, by
registered mail, postage prepaid, by overnight mail or courier
service, or
transmitted by facsimile and confirmed by similar mailed
writing, if to the
Depositor, addressed to the Depositor at 11 Madison Avenue, 5th
Floor, New York,
New York 10010, Attention: Edmund Taylor, Telecopy No.: (212)
743-4756 (with a
copy to Casey McCutcheon, Esq., Legal & Compliance
Department, Telecopy No.:
(917) 326-8433), or such other address or telecopy number as may
be designated
by the Depositor to the Seller in writing, or, if to the Seller,
addressed to
the Seller at 3414 Peachtree Road, N.E., Suite 1140, Atlanta,
Georgia 30326,
Attention: Robert Barnes, Telecopy No.: (404) 239-0419, or such
other address or
telecopy number as may be designated by the Seller to the
Depositor in writing.
Section 15. Notice of Exchange Act Reportable Events. The
Seller
hereby agrees to deliver to the Depositor and the Trustee any
disclosure
information relating to any event reasonably determined in good
faith by the
Depositor as required to be reported on Form 8-K, Form 10-D or
Form 10-K by the
Trust Fund (in formatting reasonably appropriate for inclusion
in such form),
including, without limitation, the disclosure required under
Items 1117 and 1119
of Regulation AB and Item 1.03 to Form 8-K. The Seller shall use
its best
efforts to deliver proposed disclosure language relating to any
event described
under Items 1117 and 1119 of Regulation AB and Item 1.03 to Form
8-K to the
Trustee and the Depositor within one (1) business day and in any
event no later
than two (2) Business Days of the Seller becoming aware of such
event and shall
provide disclosure relating to any other event reasonably
determined by the
Depositor as required to be disclosed on Form 8-K, Form 10-D or
Form 10-K within
two (2) Business Days following the Depositor's request for such
disclosure
language. The obligation of the Seller to provide the above
referenced
disclosure materials will terminate upon notice from the
Depositor or the
Trustee that the Trustee has filed a Form 15 with respect to the
Trust Fund as
to that fiscal year in accordance with Section 11.10(a) of the
Pooling and
Servicing Agreement. The Seller hereby acknowledges that the
information to be
provided by it pursuant to this Section will be used in the
preparation of
reports meeting the reporting requirements of the Trust under
Section 13(a)
and/or Section 15(d) of the Securities Exchange Act of 1934, as
amended.
Section 16. Examination of Mortgage Files. Upon reasonable
notice,
Seller, prior to the Closing Date, will make the Mortgage Files
available to
Depositor or its agent for examination during normal business
hours at Seller's
offices or such other location as shall otherwise be agreed upon
by Depositor
and Seller. The fact that Depositor or its agent has conducted
or has failed to
conduct any partial or complete examination of the Mortgage
Files shall not
affect the rights of Depositor or the Trustee (for the benefit
of the
Certificateholders) to demand cure, repurchase, or other relief
as provided
herein.
Section 17. Successors. This Agreement shall inure to the
benefit of
and shall be binding upon Seller and Depositor and their
respective successors
and permitted assigns, and nothing expressed in this Agreement
is intended or
shall be construed to give any other person any legal or
equitable right, remedy
or claim under or in respect of this Agreement, or any
provisions herein
contained, this Agreement and all conditions and provisions
hereof being
intended to be and being for the sole and exclusive benefit of
such designated
persons and for the benefit of no other person; it being
understood that the
rights of Depositor pursuant to this Agreement, subject to all
limitations
herein contained, including those set forth in Section 7 of this
Agreement, may
be assigned to the Trustee, for benefit of the
Certificateholders, as may be
required to effect the purposes of the Pooling and Servicing
Agreement and, upon
such assignment, the Trustee shall succeed to such rights of
Depositor
hereunder, provided that the Trustee shall have no right to
further assign such
rights to any other Person. No owner of a Certificate issued
pursuant to the
Pooling and Servicing Agreement shall be deemed a successor or
permitted assign
because of such ownership.
Section 18. Governing Law. THIS AGREEMENT SHALL BE GOVERNED
AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO
AGREEMENTS TO BE MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE
WITHOUT GIVING
EFFECT TO CHOICE OF LAW PRINCIPLES.
Section 19. Severability. If any provision of this Agreement
shall
be prohibited or invalid under applicable law, this Agreement
shall be
ineffective only to such extent, without invalidating the
remainder of this
Agreement.
Section 20. Further Assurances. Depositor and Seller agree
to
execute and deliver such instruments and take such actions as
the other party
may, from time to time, reasonably request in order to
effectuate the purpose
and to carry out the terms of this Agreement.
Section 21. Counterparts. This Agreement may be executed in
counterparts (and by each of the parties hereto on different
counterparts), each
of which when so executed and delivered will be an original, and
all of which
together will be deemed to constitute but one and the same
instrument.
Section 22. Treatment as Security Agreement. It is the
express
intent of the parties hereto that the conveyance of the Mortgage
Loans by Seller
to Depositor as provided in this Agreement be, and be construed
as, a sale of
the Mortgage Loans by Seller to Depositor. It is, further, not
the intention of
the parties that such conveyance be deemed a pledge of the
Mortgage Loans by
Seller to Depositor to secure a debt or other obligation of
Seller. However, in
the event that, notwithstanding the intent of the parties, the
Mortgage Loans
are held to be property of Seller or if for any reason this
Agreement is held or
deemed to create a security interest in the Mortgage Loans:
(a) this Agreement shall hereby create a security agreement
within
the meaning of Articles 8 and 9 of the Uniform Commercial Code
in effect in the
applicable state;
(b) the conveyance provided for in this Agreement shall hereby
grant
from Seller to Depositor a security interest in and to all of
Seller's right,
title, and interest, whether now owned or hereafter acquired, in
and to:
(i) all accounts, contract rights (including any
guarantees),
general intangibles, chattel paper, instruments, documents,
money, deposit
accounts, certificates of deposit, goods, letters of credit,
advices of
credit and investment property consisting of, arising from or
relating to
any of the property described in the Mortgage Loans, including
the related
Notes, Mortgages and title, hazard and other insurance
policies,
identified on the Mortgage Loan Schedule or that constitute
Replacement
Mortgage Loans, and all distributions with respect thereto
payable after
the Cut-off Date;
(ii) all accounts, contract rights, general intangibles,
chattel
paper, instruments, documents, money, deposit accounts,
certificates of
deposit, goods, letters of credit, advices of credit and
investment
property arising from or by virtue of the disposition of, or
collections
with respect to, or insurance proceeds payable with respect to,
or claims
against other persons with respect to, all or any part of the
collateral
described in clause (i) above (including any accrued discount
realized on
liquidation of any investment purchased at a discount), in each
case,
payable after the Cut-off Date; and
(iii) all cash and non-cash proceeds of the collateral described
in
clauses (i) and (ii) above payable after the Cut-off Date;
(c) the possession by Depositor or its assignee of the Notes
and
such other goods, letters of credit, advices of credit,
instruments, money,
documents, chattel paper or certificated securities shall be
deemed to be
possession by the secured party or possession by a purchaser or
a person
designated by him or her, for purposes of perfecting the
security interest
pursuant to the Uniform Commercial Code (including, without
limitation, Sections
9-306, 9-313 and 9-314 thereof) as in force in the relevant
jurisdiction; and
(d) notifications to persons holding such property, and
acknowledgments, receipts, confirmations from persons holding
such property,
shall be deemed to be notifications to, or acknowledgments,
receipts or
confirmations from, securities intermediaries, bailees or agents
of, or persons
holding for (as applicable), Depositor or its assignee for the
purpose of
perfecting such security interest under applicable law.
The Seller at the direction of the Depositor or its assignee,
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 and the proceeds thereof, such
security interest
would be a perfected security interest of first priority under
applicable law
and will be maintained as such throughout the term of this
Agreement. In
connection herewith, Depositor and its assignee shall have all
of the rights and
remedies of a secured party and creditor under the Uniform
Commercial Code as in
force in the relevant jurisdiction and may prepare and file such
UCC Financing
Statements as may be necessary or appropriate to accomplish the
foregoing.
Section 23. Recordation of Agreement. To the extent permitted
by
applicable law, this Agreement is subject to recordation
following the Closing
Date in all appropriate public offices for real property records
in all the
counties or other comparable jurisdictions in which any or all
of the properties
subject to the Mortgages are situated, and in any other
appropriate public
recording office or elsewhere, such recordation to be effected
by Seller at
Seller's expense at the direction of Depositor accompanied by an
opinion of
counsel to the effect that such recordation materially and
beneficially affects
the interests of Depositor.
* * *
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Mortgage
Loan Purchase Agreement to be duly executed and delivered as of
the date first
above written.
COLUMN FINANCIAL, INC.,
as Seller
By: /s/ Jeffrey A. Altabef
-------------------------------------
Name: Jeffrey A. Altabef
Title: Vice President
CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP.,
as Depositor
By: /s/ Jeffrey A. Altabef
-------------------------------------
Name: Jeffrey A. Altabef
Title: Vice President
<PAGE>
SCHEDULE I
SCHEDULE OF TRANSACTION TERMS
This Schedule of Transaction Terms is appended to and
incorporated
by reference in the Mortgage Loan Purchase Agreement (the
"Agreement"), dated as
of June 1, 2007, between Column Financial, Inc. (the "Seller" or
"Column") and
Credit Suisse First Boston Mortgage Securities Corp. (the
"Depositor").
Capitalized terms used herein without definition have the
meanings given them in
or by reference in the Agreement or, if not defined in the
Agreement, in the
Pooling and Servicing Agreement.
"Affiliate" means with respect to any specified Person, any
other
Person controlling or controlled by or under common control with
such specified
Person.
"Assignments" has the meaning given set forth in Section 3 of
this
Agreement.
"Borrower" means the borrower under a Mortgage Loan.
"Breach" has the meaning set forth in Section 7 of this
Agreement.
"Certificate Purchase Agreement" means the Certificate
Purchase
Agreement, dated June 19, 2007, between Depositor and the
Initial Purchaser.
"Certificates" means the Credit Suisse First Boston Mortgage
Securities Corp. Commercial Mortgage Pass-Through Certificates,
Series 2007-C3,
issued in multiple classes.
"Closing" has the meaning set forth in Section 2 of this
Agreement.
"Closing Date" means June 29, 2007.
"Closing Statement" means the closing statement dated as of
the
Closing Date and signed by, among others, the parties to this
Agreement.
"Code" means the Internal Revenue Code of 1986, as amended.
"Column Indemnification Agreement" means that certain
indemnification agreement, dated as of June 19, 2007, among the
Underwriters,
the Initial Purchaser, Column and the Depositor.
"Crossed Mortgage Loan" means any Mortgage Loan which is
cross-defaulted and cross-collateralized with any other Mortgage
Loan.
"Cut-off Date" means, individually and collectively, the
applicable
Due Dates for the respective Mortgage Loans occurring in June
2007 (or with
respect to Mortgage Loans which had closing/funding dates in
June 2007, the
respective closing/funding dates of such Mortgage Loans).
"Defect" has the meaning set forth in Section 7 of this
Agreement.
"Exception Report" means exceptions with respect to the
representations and warranties made by the Seller as to the
Mortgage Loans in
Section 6(a)(xii) and under the written certificate described in
Section
4(b)(iii) of this Agreement, which exceptions are set forth in
Schedule V
attached hereto and made a part hereof.
"Initial Purchaser" means Credit Suisse Securities (USA)
LLC.
"Initial Resolution Period" has the meaning set forth in Section
7
of this Agreement.
"Loan Agreement" means, with respect to any Mortgage Loan, the
loan
agreement, if any, between the related Mortgage Loan Originator
and the related
Borrower, pursuant to which such Mortgage Loan was made.
"Material Breach" has the meaning set forth in Section 7 of
this
Agreement.
"Material Document Defect" has the meaning set forth in Section
7 of
this Agreement.
"Mortgage File" means, collectively, the documents and
instruments
pertaining to a Mortgage Loan required to be included in the
related Mortgage
File pursuant to Section 3 (subject to the proviso in Section 1
of this
Agreement).
"Mortgage Group" has the meaning set forth in Section 7 of
this
Agreement.
"Mortgage Loan" and "Mortgage Loans" have the respective
meanings
set forth in Recital II of this Agreement.
"Mortgage Loan Documents" means, collectively, the documents
and
instruments pertaining to a Mortgage Loan to be included in
either the related
Mortgage File or the related Servicer File.
"Mortgage Loan Originator" means any institution which
originated a
Mortgage Loan for a related Borrower.
"Mortgage Loan Purchase Price" means the amount described in
Section
2 of this Agreement.
"Mortgage Loan Schedule" has the meaning set forth in Recital II
of
this Agreement.
"Offering Circular" means the confidential offering circular
dated
June 19, 2007, describing certain classes of the Private
Certificates.
"Pooling and Servicing Agreement" means the Pooling and
Servicing
Agreement creating the Trust Fund and the interests therein,
dated as of June 1,
2007, among the Master Servicers, the Special Servicer, the
Depositor and the
Trustee, including, without limitation, the exhibits and
schedules annexed
thereto.
"Private Certificates" means the Certificates that are not
Publicly
Offered Certificates.
"Prospectus" means the Prospectus, dated April 10, 2007, that is
a
part of the Depositor's registration statement on Form S-3 (File
No.
333-141613).
"Prospectus Supplement" means the Prospectus Supplement, dated
June
19, 2007, relating to the Publicly Offered Certificates.
"Publicly Offered Certificates" means the Class A-1, Class
A-2,
Class A-3, Class A-AB, Class A-4, Class A-1-A1, Class A-1-A2,
Class A-M, Class
A-J, Class B and Class C Certificates.
"Servicer File" means, collectively, all documents, records
and
copies pertaining to a Mortgage Loan which are required to be
included in the
related Servicer File pursuant to Section 3 thereof.
"Trust Fund" has the meaning set forth in Recital II of this
Agreement.
"Underwriters" means Credit Suisse Securities (USA) LLC,
KeyBanc
Capital Markets Inc., Greenwich Capital Markets, Inc. and Banc
of America
Securities LLC.
"Underwriting Agreement" means the Underwriting Agreement,
dated
June 19, 2007, between the Depositor and the Underwriters.
<PAGE>
SCHEDULE II
MORTGAGE LOAN SCHEDULE
[see attached]
INFORMATION CONTAINED ON THIS DISKETTE DATED, TUESDAY, JUNE 19,
2007 IS SUBJECT
TO COMPLETION OR AMENDMENT.
This diskette relates to the Offered Certificates in the Credit
Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates,
Series 2007-C3. The information contained on this diskette is
provied to
facilitate your review of the collateral underlying the Offered
Certificates.
This free writing prospectus is being provided to you in
response to your
specific request. The depositor has filed a registration
statement (including a
prospectus) with the SEC for the offering to which this
communication relates.
Before you invest, you should read the prospectus in the
registration statement
and the other doucments the depositor has filed with the SEC for
more complete
information about the depositor, the issuing trust and this
offering. You may
get these documents for free by visiting EDGAR on the SEC Web
site at
www.sec.gov. Alternatively the depositor, any underwriter or any
dealer
participating in the offering will arrange to send you the
prospectus after
filing if you request it by calling toll free 1-800-221-1037 or
by email to the
following address: barry.polen@credit-suisse.com. The
information on this
diskette supersedes any and all information contained in any
previously
furnished free writing prospectus and shall be superseded by any
subsequently
furnished similar materials. The commercial mortgage backed
securities to which
these materials relate, and the mortgage pool backing them, are
subject to
modification or revision (including the possibility that one or
more classes of
securities may be split, combined or eliminated at any time
prior to the
issuance or availability of a final prospectus) and are offered
on a "when, as
and if issued" basis. You understand that, when you are
considering the purchase
of these securities, a contract of sale will come into being no
sooner than the
date on which the relevant class has been priced and we have
verified the
allocation of securities to be made to you; any "indications of
interest"
expressed by you, and any "soft circles" generated by us, will
not create
binding contractual obligations for you or us. Prospective
investors are advised
to read carefully, the free writing prospectus and prospectus
relating to the
Offered Certificates in making their investment decisions.
Credit Suisse First Boston Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates Series 2007-C3
<TABLE>
<CAPTION>
# Crossed # Property Name
----- ------- - ----------------------------------------
<S> <C> <C> <C>
1 1 Main Plaza
2 1 Mandarin Oriental
3 1 Westwood Complex
4 1 TRT Industrial Portfolio
4.1 Exel
4.2 Hanson Way
4.3 West Marine
4.4 Veterans Parkway
4.5 Pencader Drive
4.6 Southfield Parkway
4.7 Silver Springs
5 1 Koger Center Office Park Portfolio
5.1 Pasco
5.2 Baker
5.3 Glades
5.4 Koger
5.5 Saint Lucie
5.6 Gilchrist
5.7 Dade
5.8 Duval
5.9 Franklin
5.10 Gadsden
5.11 Lake
5.12 Madison
5.13 Hendry
5.14 Monroe
5.15 Pinellas
6 2 Marina Shores Apartments
7 1 Ardenwood Corporate Park
8 1 520 Broadway
9 1 Wedgewood South
10 1 Courtyard San Diego Downtown
11 2 Autumn Chase
13 2 250 West 85th Street
14 1 Lexington Financial Center
15 1 Holiday Inn Express Nashville
16 1 Northyards Business Park
17 1 Richardson Heights Village
18 1 Coconut Marketplace
19 2 Alexandria Park
20 2 Barrington Place Apartments
21 2 Marina Shores Waterfront Apartments
23 2 Oak Hollow Apartments I & II
23.1 Oak Hollow Apartments II
23.2 Oak Hollow Apartments I
24 1 Cornhusker Marriott and Office
25 1 Quince Diamond Executive Center
26 1 The Library
27 1 Capital Square
28 2 Barrington Park Townhomes
29 1 Lassiter Shopping Center
30 2 Towne Oaks South
31 2 698 West End Avenue
32 2 Allerton Place Apartments
33 1 Palmer Crossing
34 2 Westpointe Apartments
35 1 Hampton Inn and Suites Riverwalk
36 2 Schaumburg Villas
37 2 Lake Jasmine Apartments
38 1 Premier Corporate Centre
39 1 216 Route 17
40 2 Hamptons at Southpark Apartments
41 (A) 1 Goodman Multifamily Portfolio
41.1 7861 Clay Avenue
41.2 716 Webster Avenue
41.3 17616 Cameron Street
41.4 1101 Walnut Avenue
41.5 316 11th Street
41.6 208 12th Street
41.7 119 11th Street
41.8 721 Williams Avenue
41.9 2516 Huntington Street
41.10 7942 Glencoe Street
41.11 618 Delaware Street
41.12 716 Owen Avenue
42 (A) 1 Goodman Industrial Portfolio
42.1 17922 Gothard Street
42.2 17422-28 Gothard Street
43 1 Doubletree Charlottesville
44 1 ShopRite Plaza
46 1 Oekos - Dundalk Plaza
47 1 The Oaks at Oak Brook
48 2 Paces Village Apartments
49 1 Shoppes at New Tampa
50 2 Windmill Landing Apartments
51 1 North Point Village
52 1 Pine Plaza Retail
53 1 Napa Junction
54 1 Carneros Commons
55 1 Avalon Park Town Center Phase I
56 1 Castleberry Southard Crossing
57 2 3111 Broadway
58 2 Rosemont Casa Del Norte
59 1 Pearl Street Mall Portfolio
59.1 1966 13th Street
59.2 1140 Pearl Street
59.3 801 Pearl Street
59.4 1308 Pearl Street
60 1 Thunderbird Beltway Plaza
61 1 Oekos - Amyclae Business Center
62 1 Riverview Corporate Center
63 2 925 West End Avenue
64 1 Cooper Street Annex
65 2 142 East 27th Street
66 1 Gilbert Fiesta Shops
67 1 Westbrook Plaza
68 2 Longspur Crossing
71 1 334 Canal Street
72 2 North Park Crossing
73 2 Walnut Bend
76 2 Webster Lake Apartments
77 1 Shilo Portland Oregon
78 1 Pinecrest Shopping Center
79 2 SoCo Apartments
81 1 50 Cragwood
82 1 Founders Crossing North
83 1 River Run Plaza
84 2 Madison Hall Apartments
85 1 Kenton Corners
86 1 1136 Santee Street Retail
87 1 1001 Wade Avenue
88 1 29 John Street
89 2 89th Avenue Apartments
91 1 Canoe Creek
92 1 8 Brooks Avenue Apartments
93 1 Shoppes at Yadkinville
94 1 Comfort Inn Anaheim
95 2 Brookford Place Apartments
96 2 82 West 12th Street
97 1 Hampton Inn Northlake
98 1 Karric Square
100 1 Wanamaker Crossing II
101 1 Crestview Marketplace
102 2 Charleswood Apartments
103 1 Comfort Inn Skokie
104 1 Town and Country Shopping Center
106 1 Kohl's Lake Brandon
107 2 California Oaks Apartments
109 1 Deer Creek Crossings
110 1 Hannaford Suites Hotel
111 1 Park Plaza Retail
112 1 Benjamin Center VII and IX
114 2 Bear Creek
115 1 Wal Mart Monona
116 2 BTN Champaign Housing
117 1 Joyce Business Park
118 2 Quail Hollow Apartments
119 1 Centre Stage at Walkertown
121 1 Eagle Pointe Medical Office
122 1 Corporate Centre
123 1 Reddy Plaza Office
127 1 Grand Pointe Shopping Center
128 1 Schaumburg Retail
129 1 Silverthorn Square
130 1 Holiday Inn Express Cullman
131 1 14720 Southlawn Lane
132 2 The Groves Apartments
133 2 Coronado Apartments
135 1 Centerpoint Business Park
136 1 Oak Lawn Train Station Retail
137 1 The Shops at Library Court
138 1 Executive Center III
139 1 Centre at Kings Lake
140 2 Pomona Apartments
140.1 1660 Berkeley
140.2 San Francisco Apartments
141 2 Carriage Green Apartments
142 2 Hillview Apartments
144 1 1833 Massachusetts Avenue
145 1 Park Plaza Office
146 1 Walgreens - Vista
147 1 Willow Plaza
149 1 Fairfield Village Shopping
150 1 Centre Terrace Office Building
151 1 Highlands Ranch Marketplace
153 1 Lincoln Plaza Pad
154 1 North Park Retail
156 1 Junction at Gretna
157 1 Baytree Shopping Center
158 1 46-72 Main Street
159 1 Petsmart
160 1 Rockbridge Shopping Center
161 1 Cedar West Office Building
162 1 Aspen Office Building
163 1 The Shops of Travelers Rest
164 1 Kirkland Central Retail
165 1 Gardens Plaza Retail
166 2 Regal Estates Apartments
167 1 Butterfield Centre
169 1 Chase Bank and Starbucks Strip Center
170 1 Midway Retail Plaza
172 2 Pine Lake Village Apartments
173 1 West Mount Pleasant Avenue
174 2 Sunset Plaza Apartments
175 1 Westcreek Plaza
177 2 Kingsley II Apartments
177.1 1641 Kingsley Avenue
177.2 1640 Kingsley Avenue
178 2 Glendale Apartments
180 2 Ridgestone Apartments
181 1 401-431 North Raddant Road
182 1 Fontana Retail
183 1 Jackson Plaza
184 1 South Boulder Road Medical Office
185 1 Elmwood Plaza
186 1 Liberty Commons
187 1 Bank of America - Chicago
188 1 West Grayhawk Shopping Center
190 1 Brookhollow Office Building
191 1 Loc N Key Self Storage
192 1 CVS - GA
193 1 Laurel Center
194 1 Brookwood Shoppes
195 2 Haddon Hall Apartments
196 1 Bell Creek Medical Office
197 1 Signature Bank
198 1 Pine Grove Marketplace
199 2 Day Heights Meadows Apartments
200 1 Wachovia Bank
201 2 Santa Fe Apartments
203 1 Barron Street Industrial
204 1 Arbor Tech
205 1 Heights Plaza
206 1 Gateway Retail Center
207 1 Sharp's Mobile Home Park
208 1 Maximum Mini Storage
209 1 Douglasville Plaza
210 1 Eagle Rock Blockbuster
211 1 15235 Burbank Office
212 2 Alexander and Hampshire Manor Apartments
213 1 Greensboro Retail
214 1 Parma Outlet Center
215 1 Lakeshore Mobile Home Park
216 1 6232 Manchester
217 1 Shops at Harmony on the Lakes
218 1 Colonial Mobile Home Park
219 1 Salinas Medical
220 2 Brooksville Apartments
221 2 Kennedy Place Apartments
222 1 Westwind Plaza
223 2 Audubon Apartments
224 1 98 East Avenue
225 1 Coachella Retail
226 1 Stewart's Mobile Home Park
227 2 Brighton Manor Apartments
228 1 4111 West 26th Street
229 1 Lauderhill Plaza
230 1 A-AAA Key Mini Storage
231 1 Hampton Center Office Building
232 2 Swallows Landing Apartments, LLC
233 1 Wolfeboro Self Storage
234 1 AG Edwards Building
235 1 30th & University
236 2 Adams Heights Mobile Home Park
237 1 Lufkin Retail Center
238 2 Patio De Las Fuente Apartments
<CAPTION>
# Address City
-----
------------------------------------------------------------------
-------------------
<S> <C> <C>
1 1920 and 2010 Main Street Irvine
2 80 Columbus Circle New York
3 5325, 5335, 5353, 5400, 5401, 5417 Westbard Avenue
Bethesda
and 5101 and 5110 Ridgefield Road
4
4.1 9750 Commerce Circle Weisenberg Township
4.2 2030 Hanson Way Woodland
4.3 860 Marine Drive Rock Hill
4.4 370-380 Veterans Parkway Bolingbrook
4.5 405 Pencader Drive Pencader Hundred
4.6 260 Southfield Parkway Forest Park
4.7 270 Old Silver Springs Road Hampden Township
5
5.1 805 Executive Center Drive West Saint Petersburg
5.2 888 Executive Center Drive West Saint Petersburg
5.3 877 Executive Center Drive West Saint Petersburg
5.4 9721 Executive Center Drive Saint Petersburg
5.5 9800 4th Street North Saint Petersburg
5.6 801 94th Avenue North Saint Petersburg
5.7 9620 Executive Center Drive Saint Petersburg
5.8 9450 Koger Boulevard Saint Petersburg
5.9 701 94th Avenue North Saint Petersburg
5.10 9549 Koger Boulevard Saint Petersburg
5.11 9400 4th Street North Saint Petersburg
5.12 9600 Koger Boulevard Saint Petersburg
5.13 9455 Koger Boulevard Saint Petersburg
5.14 9720 Executive Center Drive Saint Petersburg
5.15 9500 Koger Boulevard Saint Petersburg
6 2257 Willow Oak Circle Virginia Beach
7 34551 Ardenwood Boulevard and 6401-6607 Kaiser Drive
Fremont
8 520 Broadway Santa Monica
9 4420, 4440 and 4510 Maryland Route 85 Frederick
10 530 Broadway San Diego
11 4600 North Josey Lane Carrollton
13 250 West 85th Street New York
14 250 West Main Street Lexington
15 920 Broadway Nashville
16 384 Northyards Boulevard Atlanta
17 100 South Central Expressway Richardson
18 4-484 Kuhio Highway Kappa
19 8730 Belford Avenue Los Angeles
20 2410 Allerton Way Charlotte
21 21222 Nautique Boulevard Cornelius
23
23.1 100 White Bluff Lane Cary
23.2 100 Kempwood Drive Cary
24 301 and 333 South 13 Street Lincoln
25 555 Quince Orchard Road Gaithersburg
26 299 Madison Avenue New York
27 400 Locust Street Des Moines
28 10963 Richards Court Lenexa
29 4421 and 4441 Six Forks Road Raleigh
30 7800 Youree Drive Shreveport
31 698 West End Avenue New York
32 3201 Allerton Circle Greensboro
33 5400-5451 Clark Road Sarasota
34 2510 Canterbury Road Urbandale
35 100 Passaic Avenue Harrison
36 1010 Knollwood Drive Schaumburg
37 1182 Redman Street Orlando
38 3901-3960 Premier North Drive and 3816 West Linebaugh Avenue
Tampa
39 216 Route 17 North Rochelle Park
40 4605 Colony Road Charlotte
41
41.1 7861 Clay Avenue Huntington Beach
41.2 716 South Webster Avenue Anaheim
41.3 17616 Cameron Street Huntington Beach
41.4 1101 Walnut Avenue Huntington Beach
41.5 316 11th Street Huntington Beach
41.6 208 12th Street Huntington Beach
41.7 119 11th Street Huntington Beach
41.8 721 Williams Avenue Huntington Beach
41.9 2516 Huntington Street Huntington Beach
41.10 7942 Glencoe Street Huntington Beach
41.11 618 Delaware Street Huntington Beach
41.12 716 Owen Avenue Huntington Beach
42
42.1 17922 Gothard Street Huntington Beach
42.2 17422-28 Gothard Street Huntington Beach
43 990 Hilton Heights Road Charlottesville
44 801 Miron Lane Ulster
46 1401 Merritt Boulevard Dundalk
47 1600 16th Street Oak Brook
48 3100 North Elm Street Greensboro
49 1640-1726 Bruce B. Downs Boulevard Wesley Chapel
50 10121 Windmill Lakes Boulevard Houston
51 7300 North Point Parkway Alpharetta
52 6005-6085 South Fort Apache Road Las Vegas
53 5055, 5075, 5085, 6040 and 6050 Main Street American
Canyon
54 851 Napa Valley Corporate Way and 2700 Napa Valley Corporate
Drive Napa
55 3821 Avalon Park East Boulevard Orlando
56 5465-5485 Bethelview Road Cumming
57 3111 Broadway New York
58 2125 North Las Vegas Boulevard North Las Vegas
59
59.1 1966 13th Street Boulder
59.2 1140-1148 Pearl Street Boulder
59.3 801-805 Pearl Street and 2010 8th Street Boulder
59.4 1308 Pearl Street Boulder
60 8360, 8378 and 8422 West Thunderbird Road Peoria
61 1201, 1202, 1203 and 1204 Agora Place Bel Air
62 2339 Route 70 West Cherry Hill
63 925 West End Avenue New York
64 1520-1540 West Interstate 20 Arlington
65 142 East 27th Street New York
66 183, 185 and 207 East Williams Field Road Gilbert
67 668 Dawsonville Highway Gainesville
68 701 West Longspur Boulevard Austin
71 334 Canal Street New York
72 310 Parramatta Lane Houston
73 9944 Walnut Street Dallas
76 11701 Washington Street Northglenn
77 11707 Northeast Airport Way Portland
78 156-248 South Pine Street Burlington
79 6300 South Congress Avenue Austin
81 50 Cragwood Plaza South Plainfield
82 14801-14851 Founders Crossing Lane Homer Glen
83 20592 Illinois-21/Milwaukee Avenue Deerfield
84 6889 Idols Road Clemmons
85 17000 Kenton Drive Cornelius
86 1136-1138 Santee Street Los Angeles
87 1001 Wade Avenue Raleigh
88 23-31 John Street (a/k/a 71-73 Nassau Street) New York
89 162-20 and 164-03 89th Avenue Jamaica
91 3318 Canoe Creek Road Saint Cloud
92 8 Brooks Avenue Los Angeles
93 948 State Street Yadkinville
94 1251 North Harbor Boulevard Anaheim
95 50 Brookford Place Court Winston-Salem
96 82 West 12th Street New York
97 3400 Northlake Parkway Dekalb
98 5771 Karric Square Drive Dublin
100 1223 Southwest Wanamaker Road Topeka
101 1326 North Ferdon Boulevard Crestview
102 12901 County Road 5 Burnsville
103 9333 Skokie Boulevard Skokie
104 12640-12818 Perkins Road Baton Rouge
106 11151 Lake Brandon Drive Brandon
107 2005 California Street Mountain View
109 42709 United States Highway 27 Davenport
110 5900 East Galbraith Road Cincinnati
111 12001-12033 Pecos Street Westminster
112 5706 and 5910 Benjamin Center Drive Tampa
114 5535 Timber Creek Place Drive Houston
115 2101 Royal Avenue Monona
116 Various Urbana-Champaign
117 2434 East Joyce Boulevard Fayetteville
118 7561 Quail Meadow Lane Charlotte
119 3040 Old Hollow Road Walkertown
121 9570 Kingston Court Englewood
122 5757 Corporate Boulevard Baton Rouge
123 6825 South Galena Street Centennial
127 4747-4763 Wilson Avenue Southwest Grandville
128 1700 East Woodfield Road Schaumburg
129 14271 Powell Road Spring Hill
130 2052 Hayes Drive Northwest Cullman
131 14720 Southlawn Lane Rockville
132 6800 63rd Avenue North Brooklyn Park
133 9525 Lorene Lane San Antonio
135 44345-44355 Lowtree Avenue Lancaster
136 5102-5116 West Museum Drive Oak Lawn
137 630 West 6th Street Los Angeles
138 125 North Executive Drive Brookfield
139 20669 West Lake Houston Parkway Humble
140
140.1 1660 Berkeley Avenue Pomona
140.2 655 San Francisco Avenue Pomona
141 15899 East 13th Place Aurora
142 2119 East Alcy Road Memphis
144 1833 Massachusetts Avenue Lexington
145 904, 910 and 920 West San Marcos Boulevard San Marcos
146 310 Sycamore Avenue Vista
147 2300 West Willow Road Enid
149 8183-8187 West Fairfield Drive Pensacola
150 1225 L Street Lincoln
151 9385 South Colorado Boulevard Highlands Ranch
153 3165 East Lincoln Drive Phoenix
154 2900-80 North Park Way and 3800-30 30th Street San Diego
156 100 Vaden Drive Gretna
157 1525 Baytree Road Valdosta
158 46 and 72 Main Street Kennebunk
159 4206 West Loop 250 Midland
160 1210 Rockbridge Road Norcross
161 3109 Poplarwood Court Raleigh
162 3125 Poplarwood Court Raleigh
163 2 Benton Road Travelers Rest
164 211 Kirkland Avenue Kirkland
165 3645 South Town Center Drive Las Vegas
166 637 East Oak Street Seymour
167 22 West 535 Butterfield Road Glen Ellyn
169 6556 Siegen Lane Baton Rouge
170 3445 Midway Drive San Diego
172 1325 Greens Parkway Houston
173 17 West Mount Pleasant Avenue Livingston
174 3540 Sunset Drive Jackson
175 12355 Potranco Road San Antonio
177
177.1 1641 East Kingsley Avenue Pomona
177.2 1640 East Kingsley Avenue Pomona
178 1400 Glenwood Road Glendale
180 8710 Fondren Road Houston
181 401-431 North Raddant Road Batavia
182 17070 Walnut Village Parkway Fontana
183 1100 South Jackson Road McAllen
184 1140 West South Boulder Road Lafayette
185 1673-1709 East Highland Avenue San Bernardino
186 12695 McManus Boulevard Newport News
187 1709 West 18th Street Chicago
188 14807 West Maple Road Omaha
190 1506 Brookhollow Drive Santa Ana
191 6720 South Tamiami Trail Sarasota
192 1172 Milford Church Road Marietta
193 5005 West Laurel Street Tampa
194 2609 Peachtree Parkway Cumming
195 505 University Avenue Rochester
196 7347 Bell Creek Road South Mechanicsville
197 1071 Har-Ber Lakes Drive Springdale
198 8800 East Point Douglas Road Cottage Grove
199 20 Meadow Drive Milford
200 1360 US Highway 1 Jupiter
201 5231 Blanco Road San Antonio
203 3918-3934 Barron Street Metairie
204 1050 Arbor Tech Drive Hebron
205 722 Mantua Pike Woodbury Heights
206 3924 North Prince Street Clovis
207 5620 Lake Lizzie Drive Saint Cloud
208 3835 West Avenue San Antonio
209 6968 Douglas Boulevard Douglasville
210 2175 Colorado Boulevard Los Angeles
211 15235 Burbank Boulevard Los Angeles
212 2734 and 2742 Hampshire Road Cleveland Heights
213 1724 Battleground Avenue Greensboro
214 7402 Broadview Road Parma
215 34360 Northeast Colorado Lake Drive Corvallis
216 6224-6242 West Manchester Avenue Los Angeles
217 402 Argonne Terrace Canton
218 5595 East Irlo Bronson Memorial Highway Saint Cloud
219 680 East Romie Lane Salinas
220 33-41 McKinley Street Brookville
221 125 Kicker Street Tuscaloosa
222 10565 West Indian School Road Avondale
223 333, 335 and 337 Audubon Drive Danville
224 98-100 East Avenue Norwalk
225 1030 6th street Coachella
226 3145 Stewart Road Vestal
227 401 Lakeview Drive Clute
228 4111 West 26th Street Chicago
229 1601 Northwest 38th Avenue Lauderhill
230 3951 Lamar Avenue Memphis
231 150 Pleasant Drive Center Township
232 16249-16273 Dahlgren Road King George
233 601 Center Street Wolfeboro
234 430 West Stetson Avenue Hemet
235 3911-3913 30th Street and 3002, 3010 and 3012 University
Avenue San Diego
236 1919 Southeast Adams Street Topeka
237 4206 South Medford Drive Lufkin
238 325 East 6th Street Royal Oak
<CAPTION>
# County State Code Type Sub-type
----- ------------------- ----- ----- ------------
------------------------------------
<S> <C> <C> <C> <C> <C>
1 Orange CA 92614 Office Central Business District
2 New York NY 10023 Hotel Full Service
3 Montgomery MD 20816 Mixed Use
Retail/Office/Multifamily/Healthcare
4
4.1 Lehigh PA 19530 Industrial N/A
4.2 Yolo CA 95776 Industrial N/A
4.3 York SC 29730 Industrial N/A
4.4 Will IL 60440 Industrial N/A
4.5 New Castle DE 19702 Industrial N/A
4.6 Clayton GA 30297 Industrial N/A
4.7 Cumberland PA 17055 Industrial N/A
5
5.1 Pinellas FL 33702 Office Suburban
5.2 Pinellas FL 33702 Office Suburban
5.3 Pinellas FL 33702 Office Suburban
5.4 Pinellas FL 33702 Office Suburban
5.5 Pinellas FL 33702 Office Suburban
5.6 Pinellas FL 33702 Office Suburban
5.7 Pinellas FL 33702 Office Suburban
5.8 Pinellas FL 33702 Office Suburban
5.9 Pinellas FL 33702 Office Suburban
5.10 Pinellas FL 33702 Office Suburban
5.11 Pinellas FL 33702 Office Suburban
5.12 Pinellas FL 33702 Office Suburban
5.13 Pinellas FL 33702 Office Suburban
5.14 Pinellas FL 33702 Office Suburban
5.15 Pinellas FL 33702 Office Suburban
6 Virginia Beach City VA 23451 Multifamily Conventional
7 Alameda CA 94555 Office Suburban
8 Los Angeles CA 90401 Office Central Business District
9 Frederick MD 21703 Industrial N/A
10 San Diego CA 92101 Hotel Full Service
11 Denton TX 75010 Multifamily Conventional
13 New York NY 10024 Multifamily Conventional
14 Fayette KY 40507 Office Central Business District
15 Davidson TN 37203 Hotel Limited Service
16 Fulton GA 30313 Office Central Business District
17 Dallas TX 75080 Retail Anchored
18 Kauai HI 96746 Retail Unanchored
19 Los Angeles CA 90045 Multifamily Conventional
20 Mecklenburg NC 28213 Multifamily Conventional
21 Mecklenburg NC 28031 Multifamily Conventional
23
23.1 Wake NC 27513 Multifamily Conventional
23.2 Wake NC 27513 Multifamily Conventional
24 Lancaster NE 68508 Mixed Use Hotel/Office
25 Montgomery MD 20878 Office Suburban
26 New York NY 10017 Hotel Full Service
27 Polk IA 50309 Mixed Use Office/Retail
28 Johnson KS 66210 Multifamily Conventional
29 Wake NC 27609 Retail Anchored
30 Caddo Parrish LA 71105 Multifamily Conventional
31 New York NY 10025 Multifamily Conventional
32 Guilford NC 27409 Multifamily Conventional
33 Sarasota FL 34233 Retail Anchored
34 Polk IA 50322 Multifamily Conventional
35 Hudson NJ 07029 Hotel Limited Service
36 Cook IL 60194 Multifamily Conventional
37 Orange FL 32839 Multifamily Conventional
38 Hillsborough FL 33618 Office Central Business District
39 Bergen NJ 07662 Office Suburban
40 Mecklenburg NC 28226 Multifamily Conventional
41
41.1 Orange CA 92648 Multifamily Conventional
41.2 Orange CA 92804 Multifamily Conventional
41.3 Orange CA 92647 Multifamily Conventional
41.4 Orange CA 92648 Multifamily Conventional
41.5 Orange CA 92648 Multifamily Conventional
41.6 Orange CA 92648 Multifamily Conventional
41.7 Orange CA 92648 Multifamily Conventional
41.8 Orange CA 92648 Multifamily Conventional
41.9 Orange CA 92648 Multifamily Conventional
41.10 Orange CA 92647 Multifamily Conventional
41.11 Orange CA 92648 Multifamily Conventional
41.12 Orange CA 92648 Multifamily Conventional
42
42.1 Orange CA 92647 Industrial N/A
42.2 Orange CA 92647 Industrial N/A
43 Albermarle VA 22901 Hotel Full Service
44 Ulster NY 12401 Retail Anchored
46 Baltimore MD 21222 Retail Anchored
47 Dupage IL 60523 Retail Anchored
48 Guilford NC 27408 Multifamily Conventional
49 Pasco FL 33543 Retail Anchored
50 Harris TX 77075 Multifamily Conventional
51 Fulton GA 30022 Retail Unanchored
52 Clark NV 89148 Retail Unanchored
53 Napa CA 94503 Retail Unanchored
54 Napa CA 94558 Office Suburban
55 Orange FL 32828 Mixed Use Office/Retail/Multifamily
56 Forsyth GA 30040 Retail Anchored
57 New York NY 10027 Multifamily Conventional
58 Clark NV 89030 Multifamily Conventional
59
59.1 Boulder CO 80302 Mixed Use Office/Retail
59.2 Boulder CO 80302 Mixed Use Office/Retail
59.3 Boulder CO 80302 Mixed Use Office/Retail
59.4 Boulder CO 80302 Retail Unanchored
60 Maricopa AZ 85381 Retail Unanchored
61 Harford MD 21014 Retail Unanchored
62 Camden NJ 08002 Office Suburban
63 New York NY 10025 Multifamily Conventional
64 Tarrant TX 76017 Retail Anchored
65 New York NY 10016 Multifamily Conventional
66 Maricopa AZ 85296 Retail Unanchored
67 Hall GA 30501 Retail Anchored
68 Travis TX 78753 Multifamily Conventional
71 New York NY 10013 Mixed Use Retail/Multifamily
72 Harris TX 77073 Multifamily Conventional
73 Dallas TX 75243 Multifamily Conventional
76 Adams CO 80233 Multifamily Conventional
77 Multnomah OR 97220 Hotel Full Service
78 Racine WI 53105 Retail Anchored
79 Travis TX 78745 Multifamily Conventional
81 Middlesex NJ 07080 Office Suburban
82 Will IL 60441 Retail Unanchored
83 Lake IL 60015 Retail Unanchored
84 Forsyth NC 27012 Multifamily Conventional
85 Mecklenburg NC 28031 Retail Anchored
86 Los Angeles CA 90015 Retail Unanchored
87 Wake NC 27605 Office Central Business District
88 New York NY 10038 Retail Unanchored
89 Queens NY 11432 Multifamily Conventional
91 Osceola FL 34772 Retail Anchored
92 Los Angeles CA 90291 Mixed Use Multifamily/Retail
93 Yadkin NC 27055 Retail Anchored
94 Orange CA 92801 Hotel Limited Service
95 Forsyth NC 27104 Multifamily Conventional
96 New York NY 10011 Multifamily Conventional
97 Dekalb GA 30345 Hotel Limited Service
98 Franklin OH 43017 Retail Unanchored
100 Shawnee KS 66615 Retail Unanchored
101 Okaloosa FL 32536 Retail Anchored
102 Dakota MN 55337 Multifamily Conventional
103 Cook IL 60077 Hotel Limited Service
104 East Baton Rouge LA 70810 Retail Anchored
106 Hillsborough FL 33511 Retail Anchored
107 Santa Clara CA 94040 Multifamily Conventional
109 Polk FL 33837 Retail Unanchored
110 Hamilton OH 45236 Hotel Limited Service
111 Adams CO 80234 Retail Unanchored
112 Hillsborough FL 33634 Industrial N/A
114 Harris TX 77084 Multifamily Conventional
115 Dane WI 53713 Retail Anchored
116 Champaign IL 61820 Multifamily Conventional
117 Washington AR 72703 Office Suburban
118 Mecklenburg NC 28210 Multifamily Conventional
119 Forsyth NC 27051 Retail Anchored
121 Denver CO 80112 Office Suburban
122 East Baton Rouge LA 70808 Office Suburban
123 Arapahoe CO 80112 Office Suburban
127 Kent MI 49418 Retail Unanchored
128 Cook IL 60173 Retail Unanchored
129 Hernando FL 34609 Retail Unanchored
130 Cullman AL 35058 Hotel Limited Service
131 Montgomery MD 20850 Industrial N/A
132 Hennepin MN 55428 Multifamily Conventional
133 Bexar TX 78216 Multifamily Conventional
135 Los Angeles CA 93534 Office Suburban
136 Cook IL 60453 Retail Unanchored
137 Los Angeles CA 90017 Retail Unanchored
138 Waukesha WI 53005 Office Suburban
139 Harris TX 77346 Retail Unanchored
140
140.1 Los Angeles CA 91768 Multifamily Conventional
140.2 Los Angeles CA 91767 Multifamily Conventional
141 Arapahoe CO 80011 Multifamily Conventional
142 Shelby TN 38114 Multifamily Conventional
144 Middlesex MA 02420 Retail Unanchored
145 San Diego CA 92078 Office Suburban
146 San Diego CA 92083 Retail Unanchored
147 Garfield OK 73703 Retail Anchored
149 Escambia FL 32506 Retail Anchored
150 Lancaster NE 68508 Office Central Business District
151 Douglas CO 80126 Retail Unanchored
153 Maricopa AZ 85016 Retail Unanchored
154 San Diego CA 92104 Retail Unanchored
156 Pittsylvania VA 24557 Retail Anchored
157 Lowndes GA 31602 Retail Unanchored
158 York ME 04043 Mixed Use Office/Retail
159 Midland TX 79707 Retail Unanchored
160 Gwinnett GA 30093 Retail Unanchored
161 Wake NC 27604 Office Central Business District
162 Wake NC 27604 Office Central Business District
163 Greenville SC 29690 Retail Unanchored
164 King WA 98033 Retail Unanchored
165 Clark NV 89135 Retail Unanchored
166 Jackson IN 47274 Multifamily Conventional
167 Dupage IL 60137 Retail Unanchored
169 East Baton Rouge LA 70809 Retail Unanchored
170 San Diego CA 92110 Retail Unanchored
172 Harris TX 77067 Multifamily Conventional
173 Essex NJ 07039 Retail Unanchored
174 Hinds MS 39213 Multifamily Conventional
175 Bexar TX 78253 Retail Unanchored
177
177.1 Los Angeles CA 91767 Multifamily Conventional
177.2 Los Angeles CA 91767 Multifamily Conventional
178 Los Angeles CA 91201 Multifamily Conventional
180 Harris TX 77074 Multifamily Conventional
181 Kane IL 60510 Industrial N/A
182 San Bernardino CA 92336 Retail Unanchored
183 Hidalgo TX 78503 Retail Unanchored
184 Boulder CO 80026 Office Suburban
185 San Bernardino CA 92404 Retail Unanchored
186 Newport News City VA 23602 Office Suburban
187 Cook IL 60608 Retail Unanchored
188 Douglas NE 68130 Retail Unanchored
190 Orange CA 92705 Office Suburban
191 Sarasota FL 34231 Self Storage N/A
192 Cobb GA 30060 Retail Unanchored
193 Hillsborough FL 33607 Office Central Business District
194 Forsyth GA 30041 Retail Unanchored
195 Monroe NY 14607 Multifamily Conventional
196 Hanover VA 23111 Office Suburban
197 Washington AR 72762 Retail Unanchored
198 Washington MN 55016 Retail Anchored
199 Clermont OH 45150 Multifamily Conventional
200 Palm Beach FL 33469 Retail Unanchored
201 Bexar TX 78216 Multifamily Conventional
203 Jefferson LA 70002 Industrial N/A
204 Boone KY 41048 Industrial N/A
205 Gloucester NJ 08097 Retail Unanchored
206 Curry NM 88101 Retail Unanchored
207 Osceola FL 34771 Multifamily Manufactured Housing
208 Bexar TX 78213 Self Storage N/A
209 Douglas GA 30135 Retail Unanchored
210 Los Angeles CA 90041 Retail Unanchored
211 Los Angeles CA 91411 Office Central Business District
212 Cuyahoga OH 44106 Multifamily Conventional
213 Guilford NC 27408 Retail Unanchored
214 Cuyahoga OH 44134 Retail Unanchored
215 Linn OR 97333 Multifamily Manufactured Housing
216 Los Angeles CA 90045 Mixed Use Office/Retail
217 Cherokee GA 30115 Retail Unanchored
218 Osceola FL 34771 Multifamily Manufactured Housing
219 Monterey CA 93901 Office Suburban
220 Montgomery OH 45309 Multifamily Conventional
221 Tuscaloosa AL 35404 Multifamily Conventional
222 Maricopa AZ 85323 Retail Unanchored
223 Danville City VA 24540 Multifamily Conventional
224 Fairfield CT 06851 Office Central Business District
225 Riverside CA 92236 Retail Unanchored
226 Broome NY 13850 Multifamily Manufactured Housing
227 Brazoria TX 77531 Multifamily Conventional
228 Cook IL 60623 Office Central Business District
229 Broward FL 33311 Industrial N/A
230 Shelby TN 38118 Self Storage N/A
231 Beaver PA 15001 Office Suburban
232 King George VA 22485 Multifamily Conventional
233 Carroll NH 03894 Self Storage N/A
234 Riverside CA 92543 Office Suburban
235 San Diego CA 92104 Retail Unanchored
236 Shawnee KS 66607 Multifamily Manufactured Housing
237 Angelina TX 75901 Retail Unanchored
238 Oakland MI 48067 Multifamily Conventional
<CAPTION>
Units/
# Property Seller Pads Balance Balance (1) Pool Balance Balance
(2)
----- ---------------------- ------- - ------------ ------------
------------ ------------
<S> <C> <C> <C> <C> <C>
<C> <C>
1 Column Financial, Inc. 582,871 $160,678,388 $160,678,388 6.0%
$160,678,388
2 Column Financial, Inc. 248 $135,000,000 $135,000,000 5.0%
$135,000,000
3 Column Financial, Inc. 710,870 (13) $95,000,000 $95,000,000
3.5% $95,000,000
4 Column Financial, Inc. $85,000,000 $85,000,000 3.2%
$85,000,000
4.1 $25,820,000 $25,820,000 $25,820,000
4.2 396,000 $19,150,000 $19,150,000 $19,150,000
4.3 471,744 $14,800,000 $14,800,000 $14,800,000
4.4 189,134 $9,200,000 $9,200,000 $9,200,000
4.5 128,860 $6,050,000 $6,050,000 $6,050,000
4.6 125,000 $5,280,000 $5,280,000 $5,280,000
4.7 104,000 $4,700,000 $4,700,000 $4,700,000
5 Column Financial, Inc. $83,000,000 $83,000,000 3.1%
$83,000,000
5.1 87,128 $13,833,333 $13,833,333 $13,833,333
5.2 69,379 $10,144,444 $10,144,444 $10,144,444
5.3 66,222 $9,037,778 $9,037,778 $9,037,778
5.4 48,451 $6,483,222 $6,483,222 $6,483,222
5.5 52,985 $6,455,556 $6,455,556 $6,455,556
5.6 49,470 $5,948,333 $5,948,333 $5,948,333
5.7 38,901 $5,810,000 $5,810,000 $5,810,000
5.8 30,426 $4,611,111 $4,611,111 $4,611,111
5.9 40,403 $4,518,889 $4,518,889 $4,518,889
5.10 36,763 $3,504,444 $3,504,444 $3,504,444
5.11 33,441 $3,320,000 $3,320,000 $3,320,000
5.12 38,939 $2,766,667 $2,766,667 $2,766,667
5.13 31,683 $2,674,444 $2,674,444 $2,674,444
5.14 29,395 $2,508,444 $2,508,444 $2,508,444
5.15 22,904 $1,383,333 $1,383,333 $1,383,333
6 Column Financial, Inc. 392 $64,600,000 $64,600,000 2.4%
$64,600,000
7 Column Financial, Inc. 307,657 $55,000,000 $55,000,000 2.0%
$49,651,509
8 Column Financial, Inc. 111,583 $51,000,000 $51,000,000 1.9%
$51,000,000
9 Column Financial, Inc. 463,846 $50,000,000 $50,000,000 1.9%
$50,000,000
10 Column Financial, Inc. 245 $46,000,000 $46,000,000 1.7%
$46,000,000
11 Column Financial, Inc. 690 $45,000,000 $45,000,000 1.7%
$45,000,000
13 Column Financial, Inc. 126 $37,750,000 $37,750,000 1.4%
$37,750,000
14 Column Financial, Inc. 357,361 $36,000,000 $36,000,000 1.3%
$32,497,204
15 Column Financial, Inc. 287 $33,600,000 $33,600,000 1.3%
$30,280,698
16 Column Financial, Inc. 274,268 $33,000,000 $33,000,000 1.2%
$33,000,000
17 Column Financial, Inc. 203,526 $32,500,000 $32,500,000 1.2%
$28,873,681
18 Column Financial, Inc. 66,041 $32,000,000 $32,000,000 1.2%
$32,000,000
19 Column Financial, Inc. 160 $30,500,000 $30,500,000 1.1%
$30,500,000
20 Column Financial, Inc. 348 $30,240,000 $30,240,000 1.1%
$30,240,000
21 Column Financial, Inc. 290 $29,760,000 $29,760,000 1.1%
$29,760,000
23 Column Financial, Inc. $26,520,000 $26,520,000 1.0%
$26,520,000
23.1 240 $13,920,000 $13,920,000 $13,920,000
23.2 222 $12,600,000 $12,600,000 $12,600,000
24 Column Financial, Inc. 297 $26,500,000 $26,500,000 1.0%
$24,226,136
25 Column Financial, Inc. 109,151 $26,000,000 $26,000,000 1.0%
$24,188,759
26 Column Financial, Inc. 60 $25,400,000 $25,400,000 0.9%
$23,686,596
27 Column Financial, Inc. 438,830 $25,000,000 $25,000,000 0.9%
$22,442,073
28 Column Financial, Inc. 408 $24,000,000 $24,000,000 0.9%
$24,000,000
29 Column Financial, Inc. 79,282 $23,000,000 $23,000,000 0.9%
$23,000,000
30 Column Financial, Inc. 470 $22,880,000 $22,880,000 0.9%
$22,880,000
31 Column Financial, Inc. 91 $22,000,000 $22,000,000 0.8%
$22,000,000
32 Column Financial, Inc. 228 $21,440,000 $21,440,000 0.8%
$21,440,000
33 Column Financial, Inc. 114,613 $21,300,000 $21,300,000 0.8%
$21,300,000
34 Column Financial, Inc. 442 $21,160,000 $21,160,000 0.8%
$21,160,000
35 Column Financial, Inc. 165 $21,000,000 $21,000,000 0.8%
$21,000,000
36 Column Financial, Inc. 300 $20,565,000 $20,565,000 0.8%
$20,565,000
37 Column Financial, Inc. 336 $17,300,000 $17,300,000 0.6%
$15,574,552
38 Column Financial, Inc. 141,553 $16,950,000 $16,950,000 0.6%
$15,809,257
39 Column Financial, Inc. 80,000 $16,650,000 $16,650,000 0.6%
$15,487,934
40 Column Financial, Inc. 232 $16,320,000 $16,320,000 0.6%
$16,320,000
41 Column Financial, Inc. $12,896,000 $12,896,000 0.5%
$12,896,000
41.1 19 $2,867,400 $2,867,400 $2,867,400
41.2 22 $2,107,200 $2,107,200 $2,107,200
41.3 12 $1,401,700 $1,401,700 $1,401,700
41.4 7 $1,088,800 $1,088,800 $1,088,800
41.5 6 $916,100 $916,100 $916,100
41.6 6 $886,800 $886,800 $886,800
41.7 6 $862,700 $862,700 $862,700
41.8 6 $804,500 $804,500 $804,500
41.9 4 $584,800 $584,800 $584,800
41.10 6 $560,700 $560,700 $560,700
41.11 3 $433,400 $433,400 $433,400
41.12 3 $381,900 $381,900 $381,900
42 Column Financial, Inc. $2,700,000 $2,700,000 0.1%
$2,536,037
42.1 20,676 $1,992,000 $1,992,000 $1,871,032
42.2 7,321 $708,000 $708,000 $665,006
43 Column Financial, Inc. 240 $15,000,000 $15,000,000 0.6%
$14,568,513
44 Column Financial, Inc. 69,561 $14,500,000 $14,500,000 0.5%
$14,500,000
46 Column Financial, Inc. 183,670 $14,400,000 $14,400,000 0.5%
$13,400,722
47 Column Financial, Inc. 67,143 $14,360,000 $14,360,000 0.5%
$14,360,000
48 Column Financial, Inc. 198 $13,800,000 $13,800,000 0.5%
$13,800,000
49 Column Financial, Inc. 68,501 $13,700,000 $13,700,000 0.5%
$12,945,188
50 Column Financial, Inc. 259 $13,600,000 $13,600,000 0.5%
$13,600,000
51 Column Financial, Inc. 57,769 $13,500,000 $13,500,000 0.5%
$13,500,000
52 Column Financial, Inc. 32,194 $13,500,000 $13,463,231 0.5%
$11,449,942
53 Column Financial, Inc. 32,264 $13,000,000 $13,000,000 0.5%
$12,509,003
54 Column Financial, Inc. 77,175 $12,400,000 $12,400,000 0.5%
$12,400,000
55 Column Financial, Inc. 40,008 (26) $12,250,000 $12,250,000
0.5% $11,016,556
56 Column Financial, Inc. 80,018 $12,000,000 $12,000,000 0.4%
$10,832,635
57 Column Financial, Inc. 69 $11,500,000 $11,500,000 0.4%
$11,500,000
58 Column Financial, Inc. 252 $11,500,000 $11,500,000 0.4%
$11,500,000
59 Column Financial, Inc. $11,450,000 $11,439,977 0.4%
$9,652,886
59.1 19,839 $4,156,507 $4,152,869 $3,504,130
59.2 15,413 $3,999,658 $3,996,157 $3,371,898
59.3 9,769 $2,274,315 $2,272,324 $1,917,354
59.4 3,000 $1,019,521 $1,018,628 $859,504
60 Column Financial, Inc. 68,600 $11,370,000 $11,370,000 0.4%
$11,370,000
61 Column Financial, Inc. 48,429 $11,000,000 $11,000,000 0.4%
$10,240,954
62 Column Financial, Inc. 81,500 $10,800,000 $10,800,000 0.4%
$10,203,659
63 Column Financial, Inc. 54 $10,500,000 $10,500,000 0.4%
$10,500,000
64 Column Financial, Inc. 87,857 $10,140,000 $10,140,000 0.4%
$9,451,391
65 Column Financial, Inc. 41 $10,000,000 $10,000,000 0.4%
$10,000,000
66 Column Financial, Inc. 35,406 $9,950,000 $9,950,000 0.4%
$9,274,975
67 Column Financial, Inc. 49,450 $9,900,000 $9,900,000 0.4%
$9,081,761
68 Column Financial, Inc. 252 $9,850,000 $9,850,000 0.4%
$9,850,000
71 Column Financial, Inc. 13,400 $9,500,000 $9,500,000 0.4%
$7,986,331
72 Column Financial, Inc. 336 $9,280,000 $9,280,000 0.3%
$9,280,000
73 Column Financial, Inc. 260 $9,280,000 $9,280,000 0.3%
$9,280,000
76 Column Financial, Inc. 194 $8,800,000 $8,800,000 0.3%
$8,195,989
77 Column Financial, Inc. 200 $8,800,000 $8,751,829 0.3%
$6,904,437
78 Column Financial, Inc. 102,054 $8,500,000 $8,500,000 0.3%
$7,937,368
79 Column Financial, Inc. 122 $8,600,000 $8,600,000 0.3%
$8,600,000
81 Column Financial, Inc. 90,379 $8,400,000 $8,400,000 0.3%
$8,173,424
82 Column Financial, Inc. 39,362 $8,400,000 $8,400,000 0.3%
$7,544,697
83 Column Financial, Inc. 46,171 $8,350,000 $8,334,311 0.3%
$7,057,917
84 Column Financial, Inc. 128 $8,280,000 $8,280,000 0.3%
$8,280,000
85 Column Financial, Inc. 62,526 $8,100,000 $8,100,000 0.3%
$7,522,848
86 Column Financial, Inc. 7,504 $8,100,000 $8,092,690 0.3%
$6,803,833
87 Column Financial, Inc. 55,672 $8,000,000 $8,000,000 0.3%
$8,000,000
88 Column Financial, Inc. 6,290 $8,000,000 $8,000,000 0.3%
$8,000,000
89 Column Financial, Inc. 72 $8,000,000 $8,000,000 0.3%
$8,000,000
91 Column Financial, Inc. 61,333 $7,700,000 $7,700,000 0.3%
$6,947,048
92 Column Financial, Inc. 19 $7,500,000 $7,500,000 0.3%
$7,500,000
93 Column Financial, Inc. 90,917 $7,300,000 $7,300,000 0.3%
$6,561,018
94 Column Financial, Inc. 119 $7,100,000 $7,086,302 0.3%
$5,966,950
95 Column Financial, Inc. 108 $7,080,000 $7,080,000 0.3%
$7,080,000
96 Column Financial, Inc. 24 $7,000,000 $7,000,000 0.3%
$7,000,000
97 Column Financial, Inc. 121 $7,000,000 $7,000,000 0.3%
$6,031,729
98 Column Financial, Inc. 58,896 $7,000,000 $7,000,000 0.3%
$6,034,864
100 Column Financial, Inc. 32,991 $6,714,000 $6,708,228 0.2%
$5,672,147
101 Column Financial, Inc. 66,882 $6,700,000 $6,693,968 0.2%
$5,629,582
102 Column Financial, Inc. 114 $6,400,000 $6,400,000 0.2%
$5,638,746
103 Column Financial, Inc. 134 $6,400,000 $6,383,173 0.2%
$5,439,157
104 Column Financial, Inc. 79,548 $6,300,000 $6,300,000 0.2%
$5,294,586
106 Column Financial, Inc. 90,094 (31) $6,146,000 $6,146,000
0.2% $6,146,000
107 Column Financial, Inc. 42 $6,050,000 $6,050,000 0.2%
$6,050,000
109 Column Financial, Inc. 26,933 $5,840,000 $5,840,000 0.2%
$5,541,716
110 Column Financial, Inc. 79 $5,800,000 $5,795,193 0.2%
$4,920,430
111 Column Financial, Inc. 42,050 $5,650,000 $5,650,000 0.2%
$5,278,422
112 Column Financial, Inc. 69,369 $5,600,000 $5,600,000 0.2%
$5,060,327
114 Column Financial, Inc. 200 $5,560,000 $5,560,000 0.2%
$5,560,000
115 Column Financial, Inc. 203,393 (32) $5,488,000 $5,488,000
0.2% $5,488,000
116 Column Financial, Inc. 83 $5,400,000 $5,400,000 0.2%
$5,400,000
117 Column Financial, Inc. 40,216 $5,350,000 $5,339,404 0.2%
$4,489,419
118 Column Financial, Inc. 90 $5,320,000 $5,320,000 0.2%
$5,320,000
119 Column Financial, Inc. 102,081 $5,300,000 $5,300,000 0.2%
$4,953,907
121 Column Financial, Inc. 31,388 $5,265,000 $5,250,118 0.2%
$4,424,587
122 Column Financial, Inc. 46,773 $5,200,000 $5,189,901 0.2%
$4,375,539
123 Column Financial, Inc. 50,287 $5,175,000 $5,164,955 0.2%
$4,354,832
127 Column Financial, Inc. 25,435 $5,000,000 $5,000,000 0.2%
$4,664,776
128 Column Financial, Inc. 10,362 $5,000,000 $5,000,000 0.2%
$4,370,210
129 Column Financial, Inc. 28,820 $5,000,000 $5,000,000 0.2%
$4,741,836
130 Column Financial, Inc. 78 $5,000,000 $4,986,484 0.2%
$3,879,504
131 Column Financial, Inc. 39,000 $4,975,000 $4,971,069 0.2%
$4,242,828
132 Column Financial, Inc. 120 $4,950,000 $4,950,000 0.2%
$4,369,079
133 Column Financial, Inc. 178 $4,960,000 $4,940,306 0.2%
$4,213,319
135 Column Financial, Inc. 27,660 $4,700,000 $4,700,000 0.2%
$4,131,932
136 Column Financial, Inc. 11,111 $4,650,000 $4,650,000 0.2%
$4,346,532
137 Column Financial, Inc. 9,894 $4,650,000 $4,650,000 0.2%
$4,334,106
138 Column Financial, Inc. 55,862 $4,640,000 $4,631,087 0.2%
$4,328,477
139 Column Financial, Inc. 20,948 $4,575,000 $4,575,000 0.2%
$4,005,986
140 Column Financial, Inc. $4,549,000 $4,535,450 0.2%
$3,803,521
140.1 36 $2,712,000 $2,703,922 $2,267,564
140.2 27 $1,837,000 $1,831,528 $1,535,957
141 Column Financial, Inc. 174 $4,500,000 $4,500,000 0.2%
$4,183,420
142 Column Financial, Inc. 266 $4,500,000 $4,477,044 0.2%
$3,781,570
144 Column Financial, Inc. 16,604 $4,300,000 $4,300,000 0.2%
$3,858,668
145 Column Financial, Inc. 32,663 $4,200,000 $4,200,000 0.2%
$3,918,806
146 Column Financial, Inc. 14,820 $4,200,000 $4,200,000 0.2%
$3,700,729
147 Column Financial, Inc. 108,095 $4,200,000 $4,200,000 0.2%
$3,840,744
149 Column Financial, Inc. 77,041 $4,000,000 $4,000,000 0.1%
$3,527,686
150 Column Financial, Inc. 38,195 $4,000,000 $3,992,484 0.1%
$3,381,039
151 Column Financial, Inc. 15,892 $3,860,000 $3,860,000 0.1%
$3,469,414
153 Column Financial, Inc. 10,108 $3,660,000 $3,660,000 0.1%
$3,660,000
154 Column Financial, Inc. 23,721 $3,500,000 $3,500,000 0.1%
$3,500,000
156 Column Financial, Inc. 42,080 $3,450,000 $3,446,988 0.1%
$2,909,389
157 Column Financial, Inc. 26,490 $3,400,000 $3,400,000 0.1%
$3,226,678
158 Column Financial, Inc. 31,318 $3,400,000 $3,390,272 0.1%
$2,608,539
159 Column Financial, Inc. 26,262 $3,350,000 $3,350,000 0.1%
$3,011,483
160 Column Financial, Inc. 25,850 $3,337,500 $3,328,175 0.1%
$2,814,574
161 Column Financial, Inc. 39,636 $3,250,000 $3,250,000 0.1%
$3,024,557
162 Column Financial, Inc. 38,952 $3,200,000 $3,200,000 0.1%
$2,978,025
163 Column Financial, Inc. 17,243 $3,200,000 $3,193,907 0.1%
$2,699,971
164 Column Financial, Inc. 9,245 $3,175,000 $3,175,000 0.1%
$2,963,653
165 Column Financial, Inc. 7,357 $3,150,000 $3,150,000 0.1%
$2,934,031
166 Column Financial, Inc. 76 $3,130,000 $3,130,000 0.1%
$2,839,649
167 Column Financial, Inc. 19,498 $3,100,000 $3,100,000 0.1%
$2,785,946
169 Column Financial, Inc. 5,933 $3,100,000 $3,100,000 0.1%
$2,621,418
170 Column Financial, Inc. 18,625 $3,100,000 $3,100,000 0.1%
$2,891,461
172 Column Financial, Inc. 96 $3,000,000 $3,000,000 0.1%
$2,637,628
173 Column Financial, Inc. 7,846 $3,000,000 $3,000,000 0.1%
$2,651,114
174 Column Financial, Inc. 120 $2,960,000 $2,957,475 0.1%
$2,502,925
175 Column Financial, Inc. 16,267 $2,950,000 $2,950,000 0.1%
$2,661,007
177 Column Financial, Inc. $2,918,000 $2,900,550 0.1%
$2,458,730
177.1 33 $2,318,000 $2,304,138 $1,953,165
177.2 10 $600,000 $596,412 $505,565
178 Column Financial, Inc. 20 $2,820,000 $2,820,000 0.1%
$2,624,084
180 Column Financial, Inc. 104 $2,800,000 $2,800,000 0.1%
$2,530,664
181 Column Financial, Inc. 54,569 $2,700,000 $2,700,000 0.1%
$2,418,951
182 Column Financial, Inc. 18,565 $2,700,000 $2,700,000 0.1%
$2,429,711
183 Column Financial, Inc. 11,400 $2,700,000 $2,697,803 0.1%
$2,295,268
184 Column Financial, Inc. 15,930 $2,700,000 $2,692,646 0.1%
$2,284,482
185 Column Financial, Inc. 23,423 $2,580,000 $2,580,000 0.1%
$2,580,000
186 Column Financial, Inc. 25,387 $2,550,000 $2,543,039 0.1%
$2,148,216
187 Column Financial, Inc. 12,000 $2,500,000 $2,500,000 0.1%
$2,247,933
188 Column Financial, Inc. 10,782 $2,500,000 $2,495,250 0.1%
$2,105,520
190 Column Financial, Inc. 19,372 $2,400,000 $2,400,000 0.1%
$2,235,072
191 Column Financial, Inc. 33,998 $2,400,000 $2,400,000 0.1%
$2,247,444
192 Column Financial, Inc. 10,125 $2,336,000 $2,336,000 0.1%
$1,968,881
193 Column Financial, Inc. 39,539 $2,300,000 $2,300,000 0.1%
$1,987,053
194 Column Financial, Inc. 6,500 $2,280,000 $2,273,819 0.1%
$1,930,269
195 Column Financial, Inc. 77 $2,240,000 $2,240,000 0.1%
$1,973,910
196 Column Financial, Inc. 15,856 $2,200,000 $2,200,000 0.1%
$1,938,319
197 Column Financial, Inc. 10,182 $2,200,000 $2,198,177 0.1%
$1,866,370
198 Column Financial, Inc. 11,191 $2,150,000 $2,150,000 0.1%
$1,935,449
199 Column Financial, Inc. 72 $2,150,000 $2,148,213 0.1%
$1,823,413
200 Column Financial, Inc. 5,838 $2,150,000 $2,148,171 0.1%
$1,939,442
201 Column Financial, Inc. 86 $2,140,000 $2,130,050 0.1%
$2,007,553
203 Column Financial, Inc. 46,146 $2,085,000 $2,083,281 0.1%
$1,769,854
204 Column Financial, Inc. 33,180 $2,000,000 $2,000,000 0.1%
$1,764,550
205 Column Financial, Inc. 17,350 $2,000,000 $1,992,238 0.1%
$1,697,646
206 Column Financial, Inc. 21,600 $2,000,000 $1,989,756 0.1%
$1,683,013
207 Column Financial, Inc. 87 $1,933,750 $1,933,750 0.1%
$1,755,865
208 Column Financial, Inc. 39,750 $1,850,000 $1,847,643 0.1%
$1,433,627
209 Column Financial, Inc. 7,538 $1,845,000 $1,841,503 0.1%
$1,554,344
210 Column Financial, Inc. 6,341 $1,830,000 $1,826,296 0.1%
$1,530,911
211 Column Financial, Inc. 5,162 $1,800,000 $1,795,028 0.1%
$1,520,257
212 Column Financial, Inc. 52 $1,725,000 $1,725,000 0.1%
$1,513,776
213 Column Financial, Inc. 9,273 $1,680,000 $1,680,000 0.1%
$1,517,590
214 Column Financial, Inc. 8,000 $1,675,000 $1,673,556 0.1%
$1,414,656
215 Column Financial, Inc. 45 $1,650,000 $1,647,114 0.1%
$1,407,856
216 Column Financial, Inc. 12,800 $1,600,000 $1,600,000 0.1%
$1,494,002
217 Column Financial, Inc. 9,542 $1,570,000 $1,570,000 0.1%
$1,411,648
218 Column Financial, Inc. 68 $1,507,500 $1,507,500 0.1%
$1,334,319
219 Column Financial, Inc. 10,885 $1,500,000 $1,500,000 0.1%
$1,334,590
220 Column Financial, Inc. 48 $1,490,000 $1,483,185 0.1%
$1,274,641
221 Column Financial, Inc. 36 $1,460,000 $1,457,238 0.1%
$1,232,971
222 Column Financial, Inc. 6,192 $1,440,000 $1,440,000 0.1%
$1,280,701
223 Column Financial, Inc. 75 $1,400,000 $1,400,000 0.1%
$1,241,997
224 Column Financial, Inc. 11,947 $1,400,000 $1,397,340 0.1%
$1,181,592
225 Column Financial, Inc. 10,800 $1,400,000 $1,391,987 0.1%
$1,184,801
226 Column Financial, Inc. 121 $1,390,000 $1,383,160 0.1%
$1,176,716
227 Column Financial, Inc. 73 $1,345,000 $1,345,000 0.1%
$1,214,296
228 Column Financial, Inc. 7,204 $1,300,000 $1,298,963 0.0%
$1,107,552
229 Column Financial, Inc. 24,300 $1,280,000 $1,280,000 0.0%
$1,141,222
230 Column Financial, Inc. 59,920 $1,250,000 $1,250,000 0.0%
$1,203,246
231 Column Financial, Inc. 14,076 $1,200,000 $1,199,029 0.0%
$1,020,717
232 Column Financial, Inc. 24 $1,200,000 $1,197,814 0.0%
$1,018,533
233 Column Financial, Inc. 35,800 $1,100,000 $1,099,136 0.0%
$938,656
234 Column Financial, Inc. 6,552 $1,000,000 $1,000,000 0.0%
$935,979
235 Column Financial, Inc. 8,963 $900,000 $898,309 0.0%
$759,134
236 Column Financial, Inc. 60 $900,000 $896,008 0.0%
$773,191
237 Column Financial, Inc. 5,943 $880,000 $878,478 0.0%
$751,940
238 Column Financial, Inc. 10 $680,000 $679,457 0.0%
$579,251
<CAPTION>
Maturity/
# Leasehold Built Renovated U/W (3) Date (3) Value Ratio (1) (4)
Ratio (2) (4)
----- ------------- ----- --------- ------- ----------
------------ ------------- --- ------------- ---
<S> <C> <C> <C> <C> <C>
<C> <C> <C> <C> <C>
1 Fee 1988 N/A 79% 3/27/2007 $302,000,000 53.2% 53.2%
2 Fee 2003 N/A 75% N/A $361,000,000 37.4% 37.4%
3 Fee 1960 2006 100% 3/8/2007 $122,200,000 77.7% 77.7%
4 $112,000,000 75.9% 75.9%
4.1 Fee 2006 N/A 100% 6/11/2007 $33,800,000
4.2 Fee 2002 N/A 100% 12/31/2006 $25,400,000
4.3 Fee 1994 N/A 100% 12/31/2006 $20,100,000
4.4 Fee 2005 N/A 100% 12/31/2006 $12,800,000
4.5 Fee 1989 N/A 100% 11/30/2006 $7,600,000
4.6 Fee 1996 N/A 100% 11/30/2006 $6,600,000
4.7 Fee 2001 N/A 100% 11/30/2006 $5,700,000
5 $104,800,000 79.2% 79.2%
5.1 Fee 2000 N/A 89% 3/31/2007 $16,200,000
5.2 Fee 1987 N/A 99% 3/31/2007 $11,125,000
5.3 Fee 1988 N/A 92% 3/31/2007 $10,100,000
5.4 Fee 1974 N/A 92% 3/31/2007 $7,100,000
5.5 Fee 1985 N/A 87% 3/31/2007 $8,500,000
5.6 Fee 1984 N/A 85% 3/31/2007 $7,950,000
5.7 Fee 1974 N/A 100% 3/31/2007 $6,400,000
5.8 Fee 1973 N/A 100% 3/31/2007 $5,150,000
5.9 Fee 1980 N/A 66% 3/31/2007 $5,100,000
5.10 Fee 1980 N/A 100% 3/31/2007 $5,645,000
5.11 Fee 1980 N/A 97% 3/31/2007 $5,500,000
5.12 Fee 1972 N/A 85% 3/31/2007 $5,530,000
5.13 Fee 1978 N/A 96% 3/31/2007 $4,200,000
5.14 Fee 1974 N/A 86% 3/31/2007 $3,400,000
5.15 Fee 1971 N/A 74% 3/31/2007 $2,900,000
6 Fee 1991 2006 97% 3/27/2007 $80,750,000 80.0% 80.0%
7 Fee 1986 2003 100% 5/31/2006 $81,000,000 67.9% 61.3%
8 Fee 1981 2003 100% 4/1/2007 $75,000,000 68.0% 68.0%
9 Fee 2005 2006 100% 3/1/2007 $63,700,000 78.5% 78.5%
10 Fee 1928 2006 83% N/A $68,000,000 67.6% 67.6%
11 Fee 1987 2003 88% 3/20/2007 $53,800,000 83.6% 83.6%
13 Fee 1922 2001 96% 1/23/2007 $66,000,000 57.2% 57.2%
14 Fee 1986 1999 92% 3/31/2007 $47,000,000 76.6% 69.1%
15 Fee/Leasehold 1968 2006 73% N/A $43,525,000 77.2% 69.6%
16 Fee 1911 2006 90% 3/1/2007 $41,700,000 79.1% 79.1%
17 Fee 1956 2007 76% 4/3/2007 $41,175,000 78.9% 70.1%
18 Leasehold 1972 2006 93% 7/1/2007 $45,600,000 70.2% 70.2%
19 Fee 1949 2004 89% 3/5/2007 $38,300,000 79.6% 79.6%
20 Fee 1998 N/A 93% 3/27/2007 $37,800,000 80.0% 80.0%
21 Fee 1994 2005 93% 3/27/2007 $39,600,000 75.2% 75.2%
23 $33,150,000 80.0% 80.0%
23.1 Fee 1986 N/A 98% 3/27/2007 $17,400,000
23.2 Fee 1983 N/A 99% 3/27/2007 $15,750,000
24 Fee/Leasehold 1983 2005 68% N/A $37,650,000 70.4% 64.3%
25 Fee 1990 N/A 100% 12/31/2006 $32,500,000 80.0% 74.4%
26 Fee 1912 2000 85% N/A $40,800,000 62.3% 58.1%
27 Fee 1985 2006 83% 3/1/2007 $39,500,000 63.3% 56.8%
28 Fee 1984 2006 98% 4/30/2007 $30,800,000 77.9% 77.9%
29 Fee 1966 2006 100% 4/1/2007 $28,750,000 80.0% 80.0%
30 Fee 1969 2005 97% 4/10/2007 $25,650,000 80.0% (22) 80.0%
(22)
31 Fee 1925 2003 98% 1/23/2007 $39,900,000 55.1% 55.1%
32 Fee 1997 N/A 88% 3/23/2007 $26,800,000 80.0% 80.0%
33 Fee 2006 2007 93% 3/1/2007 $21,800,000 77.1% (22) 77.1%
(22)
34 Fee 1973 2002 81% 4/6/2007 $24,300,000 80.0% (22) 80.0%
(22)
35 Fee/Leasehold 2005 N/A 75% N/A $28,700,000 73.2% 73.2%
36 Fee 1979 2004 93% 3/14/2007 $32,700,000 62.9% 62.9%
37 Fee 1973 2001 84% 4/11/2007 $22,300,000 77.6% 69.8%
38 Fee 1984 2005 97% 3/12/2007 $22,500,000 75.3% 70.3%
39 Fee 1989 1999 100% 6/11/2007 $21,200,000 78.5% 73.1%
40 Fee 1986 2004 94% 3/23/2007 $20,400,000 80.0% 80.0%
41 $23,840,000 55.4% 54.8%
41.1 Fee 1975 2002 100% 4/1/2007 $4,810,000
41.2 Fee 1991 2002 100% 4/1/2007 $3,400,000
41.3 Fee 1978 2002 92% 4/1/2007 $2,750,000
41.4 Fee 1960 2002 100% 4/1/2007 $2,250,000
41.5 Fee 1970 2002 100% 4/1/2007 $1,560,000
41.6 Fee 1970 2002 100% 4/1/2007 $1,590,000
41.7 Fee 1974 2002 100% 4/1/2007 $1,760,000
41.8 Fee 1985 2002 100% 4/1/2007 $1,520,000
41.9 Fee 1975 2002 100% 4/1/2007 $1,320,000
41.10 Fee 1981 2002 100% 4/1/2007 $1,330,000
41.11 Fee 1973 2002 100% 4/1/2007 $770,000
41.12 Fee 1966 2002 100% 4/1/2007 $780,000
42 $4,310,000 55.4% 54.8%
42.1 Fee 1985 2006 100% 4/1/2007 $3,100,000
42.2 Fee 1990 2006 100% 4/1/2007 $1,210,000
43 Fee 1984 2006 68% N/A $19,200,000 78.1% 75.9%
44 Fee 1992 2002 100% 12/31/2006 $18,125,000 80.0% 80.0%
46 Fee 1968 1990 84% 3/5/2007 $21,000,000 68.6% 63.8%
47 Fee 1989 2005 77% 2/1/2007 $19,700,000 72.9% 72.9%
48 Fee 1988 2006 94% 3/23/2007 $17,250,000 80.0% 80.0%
49 Fee 2006 N/A 97% 2/1/2007 $19,725,000 69.5% 65.6%
50 Fee 1983 2007 96% 3/12/2007 $17,075,000 79.6% 79.6%
51 Fee 2000 2005 97% 2/1/2007 $19,400,000 69.6% 69.6%
52 Fee 2006 N/A 81% 2/20/2007 $18,350,000 65.2% (22) 54.2%
(22)
53 Fee 2006 N/A 81% 2/28/2007 $19,400,000 67.0% 64.5%
54 Fee 2000 2001 97% 3/31/2007 $16,500,000 75.2% 75.2%
55 Fee 1999 2003 96% 2/1/2007 $16,900,000 72.5% 65.2%
56 Fee 2006 N/A 82% 3/22/2007 $15,700,000 76.4% 69.0%
57 Fee 1941 1989 97% 2/28/2007 $19,500,000 59.0% 59.0%
58 Fee 1997 2005 88% 4/16/2007 $14,700,000 78.2% 78.2%
59 $14,600,000 78.4% 66.1%
59.1 Fee 1925 2003 96% 5/3/2007 $5,300,000
59.2 Fee 1878 2004 100% 5/3/2007 $5,100,000
59.3 Fee 1911 2000 100% 5/3/2007 $2,900,000
59.4 Fee 1940 2003 100% 5/3/2007 $1,300,000
60 Fee 2006 N/A 97% 1/1/2007 $17,900,000 63.5% 63.5%
61 Fee 1995 2004 90% 3/5/2007 $15,000,000 73.3% 68.3%
62 Fee 1985 2005 100% 6/11/2007 $13,500,000 80.0% 75.6%
63 Fee 1901 2002 100% 1/23/2007 $20,100,000 52.2% 52.2%
64 Fee 1994 N/A 100% 4/18/2007 $14,200,000 71.4% 66.6%
65 Fee 1930 2002 95% 2/26/2007 $14,600,000 68.5% 68.5%
66 Fee 2005 2006 94% 3/1/2007 $12,990,000 76.6% 71.4%
67 Fee 2006 N/A 97% 3/31/2007 $12,900,000 76.7% 70.4%
68 Fee 1983 2005 94% 2/1/2007 $12,350,000 79.8% 79.8%
71 Fee 1910 2006 80% 5/16/2007 $14,800,000 64.2% 54.0%
72 Fee 1980 2006 88% 2/1/2007 $11,600,000 80.0% 80.0%
73 Fee 1979 2006 91% 4/5/2007 $10,100,000 80.0% (22) 80.0%
(22)
76 Fee 1972 2007 98% 3/26/2007 $11,000,000 80.0% 74.5%
77 Fee 1990 2004 63% N/A $15,000,000 58.3% 46.0%
78 Fee 1966 2002 100% 2/1/2007 $11,300,000 75.2% 70.2%
79 Fee 2003 2004 91% 3/26/2007 $11,000,000 78.2% 78.2%
81 Fee 1980 2004 97% 3/27/2007 $10,500,000 80.0% 77.8%
82 Fee 2005 N/A 90% 2/1/2007 $10,500,000 80.0% 71.9%
83 Fee 1985 2003 100% 3/1/2007 $11,350,000 73.4% 62.2%
84 Fee 1977 1997 93% 3/23/2007 $10,350,000 80.0% 80.0%
85 Fee 2000 2002 100% 3/21/2007 $10,200,000 79.4% 73.8%
86 Fee 1946 2002 100% 12/12/2006 $10,600,000 76.3% 64.2%
87 Fee 1956 2005 98% 4/26/2007 $10,000,000 80.0% 80.0%
88 Fee 1897 2006 95% 2/20/2007 $10,100,000 79.2% 79.2%
89 Fee 1924 1995 96% 4/17/2007 $10,300,000 77.7% 77.7%
91 Fee 2003 N/A 100% 4/19/2007 $9,700,000 79.4% 71.6%
92 Fee 1921 2006 53% 3/12/2007 $13,340,000 56.2% 56.2%
93 Fee 1971 2003 100% 2/1/2007 $9,125,000 80.0% 71.9%
94 Fee 1985 2006 78% N/A $10,250,000 69.1% 58.2%
95 Fee 1998 2005 88% 3/23/2007 $8,850,000 80.0% 80.0%
96 Fee 1900 2003 100% 2/27/2007 $10,200,000 68.6% 68.6%
97 Fee 1987 2006 56% N/A $9,700,000 72.2% 62.2%
98 Fee 1987 N/A 97% 3/14/2007 $8,800,000 79.5% 68.6%
100 Fee/Leasehold 2004 2005 88% 3/27/2007 $8,525,000 78.7%
66.5%
101 Fee 1998 2003 100% 4/1/2007 $7,625,000 79.9% (22) 66.0%
(22)
102 Fee 1970 1991 98% 3/21/2007 $8,050,000 79.5% 70.0%
103 Fee 1963 2006 71% N/A $10,500,000 60.8% 51.8%
104 Fee 1974 2001 98% 12/1/2006 $8,800,000 71.6% 60.2%
106 Fee 2006 N/A 100% 10/6/2006 $9,600,000 64.0% 64.0%
107 Fee 1961 2001 100% 5/7/2007 $8,070,000 75.0% 75.0%
109 Fee 2006 N/A 76% 2/27/2007 $7,600,000 69.6% (22) 65.7%
(22)
110 Fee 2001 2007 80% N/A $8,100,000 71.5% 60.7%
111 Fee 1984 2006 89% 12/1/2006 $7,950,000 71.1% 66.4%
112 Fee 1988 1990 97% 2/20/2007 $7,000,000 80.0% 72.3%
114 Fee 1982 2006 91% 2/1/2007 $6,950,000 80.0% 80.0%
115 Fee 2007 N/A 100% 6/11/2007 $8,470,000 64.8% 64.8%
116 Fee 1920 2005 100% 6/11/2007 $6,900,000 78.3% 78.3%
117 Fee 2003 2004 100% 4/2/2007 $6,725,000 79.4% 66.8%
118 Fee 1981 2004 99% 3/23/2007 $6,650,000 80.0% 80.0%
119 Fee 1987 2003 98% 3/29/2007 $6,650,000 79.7% 74.5%
121 Fee 2004 N/A 89% 12/6/2006 $6,900,000 76.1% 64.1%
122 Fee 1984 2005 100% 2/1/2007 $6,500,000 79.8% 67.3%
123 Fee 1996 2003 90% 4/1/2007 $6,900,000 72.0% (22) 60.2%
(22)
127 Fee 2004 N/A 90% 1/31/2007 $6,300,000 79.4% 74.0%
128 Fee 2006 N/A 100% 1/1/2007 $6,875,000 58.2% (22) 49.0%
(22)
129 Fee 2006 N/A 92% 2/27/2007 $6,600,000 75.8% 71.8%
130 Fee 2002 2006 68% N/A $7,300,000 68.3% 53.1%
131 Fee 1965 2005 100% 1/18/2007 $7,000,000 71.0% 60.6%
132 Fee 1967 2006 99% 2/7/2007 $7,350,000 67.3% 59.4%
133 Fee 1968 2005 96% 10/30/2006 $6,250,000 79.0% 67.4%
135 Fee 1985 N/A 100% 3/21/2007 $6,100,000 77.0% 67.7%
136 Fee 2006 N/A 86% 1/1/2007 $6,100,000 76.2% 71.3%
137 Fee 1955 2006 100% 2/14/2007 $6,500,000 71.5% 66.7%
138 Fee 1979 2002 90% 3/31/2007 $5,800,000 79.8% 74.6%
139 Fee 2005 N/A 100% 4/2/2007 $5,920,000 77.3% 67.7%
140 $6,090,000 74.5% 62.5%
140.1 Fee 1961 2005 97% 3/6/2007 $3,590,000
140.2 Fee 1969 2006 70% 2/1/2007 $2,500,000
141 Fee 1974 2006 87% 3/26/2007 $6,000,000 75.0% 69.7%
142 Fee 1968 2006 99% 9/30/2006 $6,200,000 72.2% 61.0%
144 Fee 1972 2006 100% 1/20/2007 $6,600,000 65.2% 58.5%
145 Fee 1984 2000 90% 3/1/2007 $6,300,000 66.7% 62.2%
146 Fee 2006 N/A 100% 2/24/2005 $6,800,000 61.8% 54.4%
147 Fee 1984 2001 96% 3/20/2007 $5,600,000 75.0% 68.6%
149 Fee 1978 N/A 98% 4/9/2007 $5,000,000 80.0% 70.6%
150 Fee 1990 2006 100% 11/21/2006 $5,350,000 74.6% 63.2%
151 Fee 1996 N/A 100% 4/2/2007 $5,200,000 74.2% 66.7%
153 Fee 1982 2005 100% 4/23/2007 $4,700,000 77.9% 77.9%
154 Fee 2006 N/A 100% 3/9/2007 $7,750,000 45.2% 45.2%
156 Fee 2001 N/A 100% 10/6/2006 $4,500,000 76.6% 64.7%
157 Fee 2000 N/A 89% 1/5/2007 $4,250,000 79.2% (22) 75.1%
(22)
158 Fee 1999 N/A 94% 12/1/2006 $4,900,000 69.2% 53.2%
159 Fee 1995 2001 100% 6/11/2007 $4,425,000 75.7% 68.1%
160 Fee 1985 N/A 92% 5/31/2007 $4,450,000 74.8% 63.2%
161 Fee 1981 2006 76% 4/16/2007 $4,700,000 69.1% 64.4%
162 Fee 1980 2006 80% 4/16/2007 $4,960,000 64.5% 60.0%
163 Fee 2006 N/A 92% 2/21/2007 $4,000,000 79.8% 67.5%
164 Fee 2006 N/A 100% 1/15/2007 $4,600,000 69.0% 64.4%
165 Fee 2006 N/A 100% 2/2/2007 $4,250,000 74.1% 69.0%
166 Fee 1991 2005 100% 2/1/2007 $4,500,000 69.6% 63.1%
167 Fee 1977 2005 90% 2/19/2007 $4,200,000 73.8% 66.3%
169 Fee 2007 N/A 100% 2/7/2007 $4,050,000 76.5% 64.7%
170 Fee 1985 2006 100% 2/1/2007 $4,900,000 63.3% 59.0%
172 Fee 1984 2006 98% 2/13/2007 $3,800,000 78.9% 69.4%
173 Fee 1996 N/A 100% 3/1/2007 $3,800,000 75.0% (22) 65.8%
(22)
174 Fee 1971 2007 96% 2/1/2007 $3,700,000 79.9% 67.6%
175 Fee 2005 N/A 88% 2/19/2007 $4,150,000 71.1% 64.1%
177 $4,130,000 70.2% 59.5%
177.1 Fee 1962 1997 82% 4/5/2007 $3,280,788
177.2 Fee 1959 1997 90% 4/5/2007 $849,212
178 Fee 1972 N/A 100% 12/1/2006 $4,700,000 60.0% 55.8%
180 Fee 1970 2003 92% 2/1/2007 $3,600,000 77.8% 70.3%
181 Fee 1997 N/A 100% 2/1/2007 $3,700,000 73.0% 65.4%
182 Fee 1992 2004 79% 4/1/2007 $3,950,000 63.3% (22) 56.4%
(22)
183 Fee 2006 N/A 100% 11/14/2006 $3,500,000 77.1% 65.6%
184 Fee 2001 N/A 100% 1/1/2007 $3,675,000 73.3% 62.2%
185 Fee 1958 2006 86% 3/1/2007 $3,500,000 73.7% 73.7%
186 Fee 1989 2000 80% 1/1/2007 $3,450,000 73.7% 62.3%
187 Fee 2006 N/A 100% 1/1/2006 $3,550,000 70.4% 63.3%
188 Fee 2005 N/A 85% 2/26/2007 $3,130,000 79.7% 67.3%
190 Fee 1974 N/A 100% 2/1/2007 $3,675,000 65.3% 60.8%
191 Fee 1984 2006 100% 3/20/2007 $4,200,000 57.1% 53.5%
192 Fee 1997 N/A 100% 6/11/2007 $3,050,000 76.6% 64.6%
193 Fee 1985 2003 100% 12/31/2006 $4,175,000 55.1% 47.6%
194 Fee 2006 N/A 100% 1/31/2007 $2,950,000 77.1% 65.4%
195 Fee 1928 2002 92% 3/31/2007 $2,800,000 80.0% 70.5%
196 Fee 1994 2006 100% 11/7/2006 $2,850,000 77.2% 68.0%
197 Fee 2006 N/A 100% 2/19/2007 $3,200,000 68.7% 58.3%
198 Fee 2006 N/A 100% 12/31/2006 $2,690,000 79.9% 71.9%
199 Fee 1973 2005 97% 3/29/2007 $3,100,000 69.3% 58.8%
200 Fee 1981 2004 100% 2/26/2007 $2,900,000 65.5% (22) 58.3%
(22)
201 Fee 1968 1996 95% 9/30/2006 $2,700,000 78.9% 74.4%
203 Fee 1972 N/A 100% 1/1/2007 $2,780,000 74.9% 63.7%
204 Fee 2005 N/A 100% 3/13/2007 $2,530,000 79.1% 69.7%
205 Fee 1980 2001 90% 3/29/2007 $2,900,000 68.7% 58.5%
206 Fee 2002 N/A 83% 2/28/2007 $2,700,000 68.3% (22) 57.0%
(22)
207 Fee 1977 N/A 98% 2/1/2007 $2,700,000 52.8% (22) 46.2%
(22)
208 Fee 1983 2001 98% 11/6/2006 $2,500,000 73.9% 57.3%
209 Fee 2005 2006 85% 4/1/2007 $2,350,000 78.4% 66.1%
210 Fee 1966 1996 100% 6/11/2007 $2,400,000 76.1% 63.8%
211 Fee 1961 2006 100% 1/12/2007 $2,800,000 64.1% 54.3%
212 Fee 1925 2006 88% 2/21/2007 $2,330,000 74.0% 65.0%
213 Fee 1963 2005 100% 2/28/2007 $2,100,000 80.0% 72.3%
214 Fee 2005 N/A 85% 3/15/200
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