EXHIBIT 4.2
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EXECUTION VERSION
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CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
(Depositor)
and
COLUMN FINANCIAL, INC.
(Seller)
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MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of February 26, 2004
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TABLE OF CONTENTS
Page
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Section 1. Transactions on or
Prior to the Closing Date.........................1
Section 2. Closing Date
Actions.................................................1
Section 3. Conveyance of Mortgage
Loans.........................................2
Section 4. Depositor's Conditions
to Closing....................................9
Section 5. Seller's Conditions to
Closing......................................10
Section 6. Representations and
Warranties of Seller............................10
Section 7. Obligations of
Seller...............................................13
Section 8. Crossed Mortgage
Loans..............................................17
Section 9.
[Reserved]..........................................................17
Section 10. Representations and
Warranties of Depositor.........................17
Section 11. Survival of Certain
Representations, Warranties and Covenants.......18
Section 12. Transaction
Expenses................................................18
Section 13. Recording Costs and
Expenses........................................18
Section 14.
Notices.............................................................19
Section 15. Examination of Mortgage
Files.......................................19
Section 16.
Successors..........................................................19
Section 17. Governing
Law.......................................................19
Section 18.
Severability........................................................20
Section 19. Further
Assurances..................................................20
Section 20.
Counterparts........................................................20
Section 21. Treatment as Security
Agreement.....................................20
Section 22. Recordation of
Agreement............................................21
Schedule I
Schedule of Transaction Terms
Schedule II
Mortgage Loan Schedule
Schedule III Mortgage
Loans Constituting Mortgage Groups
Schedule IV
Mortgage Loans with Lost Notes
Schedule V
Exceptions to Seller's Representations and Warranties
Exhibit A
Representations and Warranties Regarding the Mortgage Loans
Exhibit B
Form of Lost Note Affidavit
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MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (this "Agreement"), dated
as
of February 26, 2004, 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, in the Pooling and
Servicing Agreement specified on such
Schedule of Transaction Terms.
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 of the Mortgage Loans
listed in the Mortgage Loan Schedule to
Wells Fargo Bank, N.A. as trustee (the
"Trustee") or its designee, against
receipt by Seller of a written receipt,
pursuant to an arrangement between
Seller and the Trustee; provided, however,
that, in the case of the Group 1
Mortgage Loans, item (a)(xvi) in the
definition of Mortgage File (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; and provided, further, that
Seller shall pay (or cause the
related Borrower to pay) any costs of the
assignment or amendment of each
letter of credit described under said item
(a)(xvi) required in order for the
Trustee to draw on such letter of credit
pursuant to the terms of the Pooling
and Servicing Agreement and shall deliver
the related assignment or amendment
documents within thirty (30) days after the
Closing Date. In addition, prior
to such assignment or amendment of a letter
of credit, Seller will take all
necessary steps to enable the applicable
Master Servicer to draw on the
related letter of credit on behalf of the
Trustee pursuant to the terms of the
Pooling and Servicing Agreement, including,
if necessary, drawing on the
letter of credit in its own name pursuant
to written instructions to draw from
the applicable Master Servicer and upon
receipt, immediately remitting the
proceeds of such draw (or causing such
proceeds to be remitted) to the
applicable Master Servicer.
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
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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 Sidley Austin Brown & Wood
LLP, 787 Seventh Avenue, New York, New York
10019, 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 payable in accordance with
instructions
previously
provided to Depositor by Seller. The Mortgage Loan Purchase
Price
shall be paid by Depositor to Seller or at its direction by
wire
transfer
in immediately available funds to an account designated by
Seller on
or prior to the Closing Date. The "Mortgage Loan Purchase
Price"
shall be the price mutually agreed upon as such in writing
between
Depositor and Seller.
(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, subject to any related
servicing rights of any applicable Master
Servicer under, and/or any
applicable Primary Servicer contemplated
by, the Pooling and Servicing
Agreement, 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 21(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 prepayment premiums received
on or with respect to the Mortgage
Loans after the Cut-off Date, other than
any such payments of interest or
principal or prepayment premiums that were
due on or prior to the Cut-off
Date. The Mortgage File for each Mortgage
Loan shall contain the following
documents on a collective basis:
(a) in the case of each Mortgage Loan (other than the Mayfair
Mall
Mortgage Loan and the Stanford Shopping
Center Mortgage Loan)--
(i) the 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
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endorsements or assignments showing a complete chain of endorsement
or
assignment
from the Mortgage Loan Originator either in blank or to
Seller,
and further endorsed (at the direction of Depositor given
pursuant
to this Agreement) by 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 2004-C1, without recourse, representation
or
warranty,
express or implied";
(ii) 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,
certified copies or copies from the applicable recording
office) of
any intervening assignments thereof from the Mortgage Loan
Originator
to Seller, in each case in the form submitted for recording
or, if
recorded, with evidence of recording indicated thereon;
(iii) an original assignment of the Mortgage, in recordable
form
(except for any missing recording information and, if
applicable,
completion
of the name of the assignee), from 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 2004-C1";
(iv) 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
Seller, in
each case in the form submitted for recording or, if
recorded,
with evidence of recording thereon;
(v) an original assignment of any related Assignment of
Leases (if
such item is a document separate from the Mortgage), in
recordable
form (except for any missing recording information and, if
applicable, completion of the name of the assignee), from 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 2004-C1";
(vi)
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 Seller;
(vii) an original assignment of any related Security
Agreement
(if such item is a document separate from the Mortgage), from
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 2004-C1," 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);
(viii) originals or copies of all (A) assumption agreements,
(B)
modifications, (C) written assurance agreements and (D)
substitution
agreements, together with any evidence of
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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;
(ix) 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 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;
(x) the original or a counterpart of any guaranty of the
obligations of the Borrower under the Mortgage Loan;
(xi) UCC acknowledgement, certified or other copies of all
UCC
Financing Statements and continuation statements which show the
filing or
recording thereof (including the filing number or other
similar
filing information) or, alternatively, other evidence of filing
or
recording (including the filing number or other similar filing
information) acceptable to the Trustee (including, without
limitation,
evidence
of such filed or recorded UCC Financing Statement as shown on a
written
UCC search report from a reputable search firm, such as
Corporation Service Company, CT Corporation System and the like
or
printouts
of on-line confirmations from such UCC filing or recording
offices or
authorized agents thereof), 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, and
original
UCC Financing Statement assignments, in a form suitable for
filing or
recording, sufficient to assign each such UCC Financing
Statement
to the Trustee;
(xii) 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;
(xiii) with respect to any debt of a 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 any
mezzanine
loan documents or preferred equity documents, and a copy of
the
promissory note relating to such other debt (if such other debt
is
also
secured by the related Mortgage);
(xiv) with respect to any Cash Collateral Accounts and
Lock-Box
Accounts, an original or copy of any related account control
agreement;
(xv) an original or copy of any related Loan Agreement (if
separate
from the related Mortgage), and an original or copy of any
related
Lock-Box Agreement or Cash Collateral Account Agreement (if
separate
from the related Mortgage and Loan Agreement);
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(xvi) the originals and copies of letters of credit, if any,
relating
to the Mortgage Loans and amendments thereto which entitles the
Trust to
draw thereon; provided that in connection with the delivery of
the
Mortgage File to the Trust, in the case of a Group 1 Mortgage
Loan,
such
originals shall be delivered to the applicable Master Servicer
and
copies
thereof shall be delivered to the Trustee;
(xvii) any related environmental insurance policy and any
environmental guarantee or indemnity agreement or copies
thereof;
(xviii) the original or a copy of the ground lease and
ground
lease estoppels, if any, and any amendments, modifications or
extensions
thereto, if any, or certified copies thereof;
(xix) the original or copy of any property management
agreement;
(xx) copies of franchise agreements and franchisor comfort
letters,
if any, for hospitality properties and any applicable
transfer/assignment documents; and
(xxi) a checklist of the documents included in the subject
Mortgage
File;
(b) in the case of the Mayfair Mall Mortgage Loan--
(i) the original executed Note for such Mortgage Loan,
endorsed
(at the direction of Depositor given pursuant to this
Agreement)
by Seller, either on the face thereof or pursuant to a
separate
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 2004-C1, without recourse,
representation or warranty, express or implied" (and, further
showing a
complete,
unbroken chain of endorsement from the Mortgage Loan
Originator
(if the Mortgage Loan Originator is other than Seller);
(ii) a copy of the executed Mayfair Mall Intercreditor
Agreement;
(iii) a copy of a Mayfair Mall Servicing Agreement; and
(iv) a copy of the documents that make up the "Mortgage
File"
under the Mayfair Mall Servicing Agreement; and
(c) in the case of the Stanford Shopping Center Mortgage Loan--
(i) the original executed Note for such Mortgage Loan,
endorsed
(at the direction of Depositor given pursuant to this
Agreement)
by Seller, either on the face thereof or pursuant to a
separate
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 2004-C1, without recourse,
representation or warranty, express or implied" (and, further
showing a
complete,
unbroken chain of endorsement from the Mortgage Loan
Originator
(if the Mortgage Loan Originator is other than Seller);
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(ii) a copy of the executed Stanford Shopping Center
Intercreditor Agreement;
(iii) a copy of a Stanford Shopping Center Servicing
Agreement;
and
(iv) a copy of the documents that make up the "Mortgage
File"
under the Stanford Shopping Center Servicing Agreement.
Notwithstanding the foregoing, in the event that, in connection
with any Mortgage Loan, other than with
respect to the Mayfair Mall Mortgage
Loan and the Stanford Shopping Center
Mortgage Loan, 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 (a)(ii),
(a)(iv), (a)(viii), (a)(xi) (other than
assignments of UCC Financing Statements to
be recorded or filed in accordance
with the transfer contemplated by this
Agreement) and (a)(xii) of the last
sentence of the first paragraph of this
Section 3, 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,
Seller: (i) shall deliver, or cause to be
delivered, to the Trustee or its designee 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 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 or its designee 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, within 120 days after the
Closing Date, which period may be
extended up to two times, in each case for
an additional period of 45 days
(provided that Seller, as certified in
writing to the Trustee prior to each
such 45-day extension, is in good faith
attempting to obtain from the
appropriate recording or filing office such
original or photocopy). Compliance
with this paragraph will satisfy 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, other than with
respect to the Mayfair Mall Mortgage
Loan and the Stanford Shopping Center
Mortgage Loan, 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 (a)(ii),
(a)(iv), (a)(viii), (a)](xi) (other
than assignments of UCC Financing
Statements to be recorded or filed in
accordance with the transfer contemplated
by this Agreement) and (a)(xii) of
the last sentence of the first paragraph of
this Section 3, 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 or its designee on or before
the Closing Date.
Notwithstanding the foregoing, in the event that 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 (exclusive of the Mayfair
Mall Mortgage Loan and the Stanford
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Shopping Center 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, Seller shall
so notify the Trustee or its designee and
shall not be in breach of its
obligations with respect to such delivery,
provided that Seller promptly
forwards such UCC Financing Statement to
the Trustee or its designee upon its
return, together with the related original
UCC Financing Statement assignment
in a form appropriate for filing or
recording.
Notwithstanding the foregoing, 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
(a)(iii), (a)(v), and (a)(xi) of the last
sentence of the first paragraph of
this Section 3 (collectively, the
"Assignments"), to submit those 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 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. However, in
the event Seller engages a
third-party contractor as contemplated in
the immediately preceding sentence,
the rights, duties and obligations of
Seller pursuant to this Agreement remain
binding on Seller; and, if Seller does not
engage a third party as
contemplated by the immediately preceding
sentence, then 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, Seller
shall
deliver the Servicer Files with respect to
each of the Mortgage Loans
(exclusive of the Mayfair Mall Mortgage
Loan and the Stanford Shopping Center
Mortgage Loan) to the applicable Master
Servicer (or, if applicable, to a
Sub-Servicer (with a copy to the applicable
Master Servicer) at the direction
of 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 Seller's
possession relating to such applicable
Mortgage Loans (including reserve and
escrow agreements, cash management
agreements, lockbox agreements, financial
statements, operating statements and any
other information provided by the
respective Borrower from time to time, but
excluding any documents and other
writings not enumerated in this
parenthetical that have been prepared by
Seller or any of its Affiliates solely for
internal credit analysis or other
internal uses or any attorney-client
privileged communication) 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.
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.
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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 Seller or any other name, to be
transferred to or at the direction
of the applicable Master Servicer (or, if
applicable, to a Sub-Servicer at the
direction of the applicable Master
Servicer).
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,
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 documents prepared by
Seller or any of its Affiliates solely for
internal credit analysis or other
internal uses or any attorney-client
privileged communication, 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 the 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
Depositor, as provided herein, as a sale of
the Mortgage Loans to 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). 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
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 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.
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<PAGE>
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 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 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
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 Depositor and
Seller, duly executed by all
signatories other than Depositor, as
required pursuant to the respective terms
thereof:
(i) the Mortgage Files, subject to the provisos of Section 1
of this
Agreement, which shall have been delivered to and held by the
Trustee or
its designee on behalf of Seller;
(ii) the Mortgage Loan Schedule;
(iii) the certificate of Seller confirming its
representations and warranties set forth in Section 6(a) (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 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 Depositor in order for 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
Depositor as contemplated herein.
(c) 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.
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<PAGE>
(d) Seller shall have delivered to the Trustee, on or before
the
Closing Date, five limited powers of
attorney in favor of the Trustee and
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
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.
Seller shall reasonably cooperate with
the Trustee and the Special Servicer in
connection with any additional powers
or revisions thereto that are requested by
such parties.
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
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:
(i) 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
(ii) 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) 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,
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
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<PAGE>
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 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
articles
or certificate of incorporation and bylaws or similar type
organizational documents, as applicable; (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
Depositor
to realize
on the Mortgage Loans.
(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
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<PAGE>
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
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 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
Depositor
hereunder except for (A) the reimbursement of expenses as
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<PAGE>
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 to such representations and
warranties
set forth on Schedule V hereto, are true and correct in all
material
respects as of the date hereof with respect to the Mortgage
Loans identified on Schedule
II.
(b) 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 Defect or a Material
Breach, pursuant to Section 7 of
this Agreement, each of the representations
and warranties set forth in
Exhibit A hereto (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 Seller receives notice of a breach of any of the
representations or warranties made by
Seller with respect to the Mortgage
Loans (subject to the exceptions to such
representations and warranties set
forth in the Exception Report), as of the
date hereof in Section 6(a)(xii) or
as of the Closing Date pursuant to Section
4(b)(iii) or, in the case of 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 (or its designee's)
possession within the time period
required herein or (b) such document has
not been properly executed or is
otherwise defective on its face (clause (a)
and clause (b) each, a "Defect"
(which term shall include the "Defects"
detailed in the immediately following
paragraph) in the
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<PAGE>
related Mortgage File), and if such Breach
or Defect, as the case may be,
materially and adversely affects, or is
deemed hereby to materially and
adversely affect, the value of any Mortgage
Loan or any successor REO Loan
with respect thereto or the interests of
the Holders of any Class of
Certificates (in which case such Breach or
Defect shall be a "Material Breach"
or a "Material Defect", as applicable),
then Seller shall, upon written
request of Depositor, the Trustee, the
applicable Master Servicer or the
applicable Special Servicer, not later than
90 days after the receipt by
Seller of such written request (subject to
the second succeeding paragraph,
the "Initial Resolution Period"): (i) cure
such Breach or Defect 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 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
applicable 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 Defect is capable of
being cured but not within the Initial
Resolution Period, (ii) such Material
Breach or Material 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) Seller has commenced and is
diligently proceeding with the cure of such
Material Breach or Material Defect within
the Initial Resolution Period and
(iv) Seller has delivered to the Rating
Agencies, the applicable Master
Servicer, the applicable 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
Seller shall have an additional 90
days to cure such Material Defect or
Material Breach. If any Breach pertains
to a 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 Seller
shall cure such Breach within the
Initial Resolution Period by reimbursing
the Trust Fund (by wire transfer of
immediately available funds) the reasonable
amount of any such costs and
expenses incurred by the applicable Master
Servicer, the applicable 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 any such costs and expenses
exceed $10,000, Seller shall have the
option to either repurchase the related
Mortgage Loan at the applicable
Purchase Price 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. With respect to any
repurchase of a Mortgage Loan hereunder or
any substitution of one or more
Qualified Substitute 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
Mortgage Loan(s) after 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 applicable
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 such Qualified
Substitute Mortgage Loan(s) during or prior
to 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 applicable Special Servicer
on behalf of the Trust after the
related date of repurchase or substitution,
shall not be part of the Trust
Fund, and Seller (or, if
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<PAGE>
applicable, any person effecting the
related repurchase or substitution in the
place of Seller) shall be entitled to
receive such payments promptly following
receipt by the applicable Master Servicer
or the applicable 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 "Material Defect": (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 (a)(ix) of the last sentence of the
first paragraph of Section 3
hereof; (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 as recorded or as
sent for recordation, together with a
certificate stating that the original
intervening assignment was sent for
recordation, or a copy of the intervening
assignment and the related recording
information; or (e) the absence from the
Mortgage File (or, in the case of a
Group 1 Mortgage Loan, the Servicer File)
of any required original letter of
credit, 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;
provided that clauses (b) through (f) of
this sentence shall not apply to the
Mayfair Mall Mortgage Loan or the Stanford
Shopping Center Mortgage Loan. In
addition, Seller shall cure any Defect
described in clause (b), (c), (e) or
(f) of the immediately preceding sentence
as required in Section 2.02(b) of
the Pooling and Servicing Agreement.
Notwithstanding anything herein to the
contrary, the failure to include a document
checklist in a Mortgage File shall
in no event constitute a Material
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 a "Material Defect" or
"Material Breach", as applicable, and
the Initial Resolution Period for the
affected Mortgage Loan shall be 90 days
following the earlier of Seller's receipt
of notice pursuant to this Section 7
or its discovery of such Defect or Breach
(which period shall not be subject
to extension).
If Seller does not, as required by this Section 7, correct or
cure
a Material Breach or a Material 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
Defect is not capable of being so
corrected or cured within such period, then
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 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 such other Crossed Mortgage Loans
satisfy the Crossed Mortgage Loan
Repurchase Criteria (as defined in the
Pooling and Servicing Agreement) and Seller
can satisfy all
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<PAGE>
other criteria for substitution or
repurchase of the affected Mortgage Loan(s)
set forth in the Pooling and Servicing
Agreement. In the event that one or
more of such other Crossed Mortgage Loans
satisfy the Crossed Mortgage Loan
Repurchase Criteria, Seller may elect
either to repurchase or substitute for
only the affected Crossed Mortgage Loan as
to which the related Breach or
Defect exists or to repurchase or
substitute for all of the Crossed Mortgage
Loans in the related Mortgage Group. Seller
shall be responsible for the cost
of any Appraisal required to be obtained by
the applicable Master 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 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.
In the event that Seller has an obligation to repurchase the
applicable Mayfair Mall Companion Loan from
the Series 2003-C4 Trust by reason
of a "Material Defect" or a "Material
Breach" (as such terms are defined in
the Series 2003-C4 PSA), then Seller shall
repurchase the Mayfair Mall
Mortgage Loan at the Purchase Price
contemporaneously with any repurchase of
such Mayfair Mall Companion Loan.
In the event that Seller has an obligation to repurchase the
Stanford Shopping Center Companion Loan
from the Series 2003-C5 Trust by
reason of a "Material Document Defect" or a
"Material Breach" (as such terms
are defined in the Series 2003-C5 PSA),
then Seller shall repurchase the
Stanford Shopping Center Mortgage Loan at
the Purchase Price contemporaneously
with any repurchase of the Stanford
Shopping Center Companion Loan.
In the event that Seller receives notice from the applicable
Master Servicer that the Borrower under the
TVO Portfolio Mortgage Loan
intends to defease, in whole or in part,
such Mortgage Loan prior to the
second anniversary of the Closing Date,
then Seller shall repurchase the TVO
Portfolio Mortgage Loan at the Purchase
Price and pay the TVO Portfolio Yield
Maintenance Payment, within 30 days after
its receipt of such notice, but in
any event no later than one (1) Business
Day prior to the related defeasance
date (provided that such defeasance date is
prior to the second anniversary of
the Closing Date.
Notwithstanding the foregoing, if there is a Material Breach or
Material Defect with respect to one or more
Mortgaged Properties (but not all
of the Mortgaged Properties) with respect
to a Mortgage Loan, Seller will not
be obligated to repurchase or substitute
for the Mortgage Loan if the affected
Mortgaged Property may be released pursuant
to the terms of any partial
release provisions in the related Mortgage
Loan Documents and the remaining
Mortgaged Property(ies) satisfy the
requirements, if any, set forth in the
Mortgage Loan Documents and (i) 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) 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
applicable 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 Defect in this Section 7.
-16-
<PAGE>
The Purchase Price or Substitution Shortfall Amount for any
repurchased or substituted Mortgage Loan
shall be payable to 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 Depositor or the
Trustee, as the case may be, and
Depositor or the Trustee, as the case may
be, upon receipt of such funds (and,
in the case of a substitution, receipt of
the Mortgage File(s) for the related
Qualified Substitute Mortgage Loans(s)),
shall promptly release the related
Mortgage File and Servicer File or cause
them to be released, to Seller and
shall execute and deliver such instruments
of transfer or assignment as shall
be necessary to vest in 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.
It is understood and agreed that the obligations of Seller set
forth in this Section 7 constitute the sole
remedies available to Depositor
and its successors and assigns against
Seller respecting any Breach or Defect
affecting a Mortgage Loan.
Section 8. Crossed
Mortgage Loans. With respect to any Crossed
Mortgage Loan conveyed hereunder, to the
extent that 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,
Seller and 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 by 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 Seller shall have
furnished the Trustee, at Seller's expense,
with an Opinion of Counsel that
such modification shall not cause an
Adverse REMIC Event; and provided,
further, that if such Opinion of Counsel
cannot be furnished, Seller and
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. Any reserve
or other cash collateral or
letters of credit securing the subject
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.
Section 9.
[Reserved]
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
-17-
<PAGE>
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 any consent
of, notice to, or 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 13 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. In connection with the Closing
(and unless otherwise expressly provided
herein, including, without
limitation, in Section 13 of this
Agreement), Seller shall be responsible for
the fees and expenses of its own counsel,
and Depositor and Seller agree to
pay the other transaction expenses incurred
in connection with the
transactions herein contemplated as set
forth in the Closing Statement (or, if
not covered thereby, shall be paid by the
party incurring the subject
expense).
Section 13. Recording
Costs and Expenses. 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
-18-
<PAGE>
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, (a) if
sent to Depositor, will be mailed,
delivered or telecopied and confirmed to it
at Credit Suisse First Boston Mortgage
Securities Corp., 11 Madison Avenue,
5th Floor, New York, New York 10010,
Attention: Edmund Taylor, Telecopy No.:
(212) 743-4756 (with a copy to Tessa
Peters, Telecopy No.: (212) 325-8282), or
such other address or telecopy number as
may be designated by Depositor to
Seller in writing, or (b) if sent to
Seller, will be mailed, delivered or
telecopied and confirmed to it at 3414
Peachtree Road, N.E., Suite 1140,
Atlanta, Georgia 30326, Attention: Robert
Barnes, Telecopy No.: (404)
261-5879, or such other address or telecopy
number as may be designated by
Seller to Depositor in writing.
Section 15.
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 16.
Successors. This Agreement shall inure to the benefit
of and shall be binding upon Seller and
Depositor and their respective
successors, permitted assigns and legal
representatives, 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 Persons and
for the benefit of no other Person;
it being understood that (a) the
indemnities of Seller contained in that
certain Indemnification Agreement dated
February 26, 2004, among Seller,
Depositor, the Initial Purchaser and the
Underwriters, relating to, among
other things, information regarding the
Mortgage Loans in the Prospectus
Supplement and the Offering Circular,
subject to all limitations therein
contained, shall also be for the benefit of
the officers and directors of
Depositor, the Underwriters and the Initial
Purchaser and any person or
persons who control Depositor, the
Underwriters and the Initial Purchaser
within the meaning of Section 15 of the
Securities Act or Section 20 of the
Securities Exchange Act of 1934, as
amended, and (b) 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 17. 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
-19-
<PAGE>
STATE WITHOUT GIVING EFFECT TO CHOICE OF
LAW PRINCIPLES. TO THE FULLEST EXTENT
PERMITTED UNDER APPLICABLE LAW, SELLER AND
DEPOSITOR EACH HEREBY IRREVOCABLY
(I) SUBMITS TO THE JURISDICTION OF ANY NEW
YORK STATE AND FEDERAL COURTS
SITTING IN NEW YORK CITY WITH RESPECT TO
MATTERS ARISING OUT OF OR RELATING TO
THIS AGREEMENT; (II) AGREES THAT ALL CLAIMS
WITH RESPECT TO SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN
SUCH NEW YORK STATE OR FEDERAL
COURTS; (III) WAIVES, TO THE FULLEST
POSSIBLE EXTENT, THE DEFENSE OF AN
INCONVENIENT FORUM; AND (IV) AGREES THAT A
FINAL JUDGMENT IN ANY SUCH ACTION
OR PROCEEDING SHALL BE CONCLUSIVE AND MAY
BE ENFORCED IN OTHER JURISDICTIONS
BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW.
Section 18.
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 19. 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 20.
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 21.
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;
-20-
<PAGE>
(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;
(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, financial
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; and
(e) Seller at the direction of 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 22.
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.
* * *
-21-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Mortgage
Loan Purchase Agreement to be duly executed
and delivered as the date first
above written.
COLUMN FINANCIAL, INC.,
as Seller
By: /s/ Priscilla Horning
--------------------------------------
Name: Priscilla
Horning
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 February 26, 2004, between Column
Financial, Inc. and Credit Suisse
First Boston Mortgage Securities Corp.
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" shall have the meaning given such term in Section
3
of this Agreement.
"Beverly Center Mortgage Loan" shall mean the Mortgage Loan
secured by the Mortgaged property
identified on the Mortgage Loan Schedule as
"Beverly Center".
"Borrower" means the borrower under a Mortgage Loan.
"Breach" shall have the meaning given such term in Section 7 of
this Agreement.
"CBA Mortgage Loan" means any Mortgage Loan that constitutes a
"CBA A Loan" under the Pooling and
Servicing Agreement.
"Certificate Purchase Agreement" means the Certificate Purchase
Agreement, dated February 26, 2004, between
Depositor and the Initial
Purchaser.
"Certificates" means
the Credit
Suisse First Boston Mortgage
Securities Corp., Commercial
Mortgage
Pass-Through Certificates,
Series 2004-C1.
"Closing" shall have the meaning given that term in Section 2
of
this Agreement.
"Closing Date" means March 12, 2004.
"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.
"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 March
2004.
"Defect" shall have the meaning given such term in Section 7 of
this Agreement.
SCH. I-1
<PAGE>
"Depositor" shall have the meaning given such term in the first
sentence of this Agreement.
"Environmental Report" means the environmental audit report
with
respect to each Mortgaged Property
delivered to Seller in connection with the
related Mortgage, if any.
"Exception Report" means the exceptions with respect to the
representations and warranties made by
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.
"Group 1 Mortgage Loan" means any Mortgage that constitutes a
"Group 1 Loan" under the Pooling and
Servicing Agreement.
"Initial Purchaser" means Credit Suisse First Boston LLC.
"Initial Resolution Period" shall have the meaning given such
term
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" shall have the meaning given such term in
Section 7 of this Agreement.
"Material Defect" shall have the meaning given such term in
Section 7 of this Agreement.
"Mayfair Mall Mortgage Loan" shall mean the Mortgage Loan
secured
by the Mortgaged Property identified on the
Mortgage Loan Schedule as "Mayfair
Mall".
"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 of this
Agreement (subject to the first proviso in
Section 1 of this Agreement).
"Mortgage Group" shall have the meaning given such term in
Section
7 of this Agreement.
"Mortgage Loan" and "Mortgage Loans" shall have the respective
meanings given such terms 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.
SCH. I-2
<PAGE>
"Mortgage Loan Schedule" shall have the meaning given such term
in
Recital II of this Agreement.
"Offering Circular" means the confidential offering circular
dated
February 26, 2004, 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 March
11, 2004, among Depositor, the Master
Servicers, the Special Servicers and the
Trustee, including, without limitation, the
exhibits and schedules annexed
thereto.
"Primary Collateral" means with respect to any Crossed Mortgage
Loan, that portion of the Mortgaged
Property designated as directly securing
such Crossed Mortgage Loan and excluding
any Mortgaged Property as to which
the related lien may only be foreclosed
upon by exercise of the
cross-collateralization provisions of such
Crossed Mortgage Loan.
"Private Certificates" means the Certificates that are not
Publicly Offered Certificates.
"Prospectus" means the Prospectus dated November 10, 2003, that
is
a part of Depositor's registration
statement on Form S-3 (File No. 333-97955).
"Prospectus Supplement" means the Prospectus Supplement, dated
February 26, 2004, relating to the Publicly
Offered Certificates.
"Publicly Offered Certificates" means the Class A-1, Class A-2,
Class A-3, Class A-4, Class B and Class C
Certificates.
"Seller" shall have the meaning given such term in the first
sentence of this Agreement.
"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.
"Stanford Shopping Center Mortgage Loan" shall mean the
Mortgage
Loan secured by the Mortgaged Property
identified on the Mortgage Loan
Schedule as "Stanford Shopping Center".
"Trust Fund" shall have the meaning given such term in Recital
II
of this Agreement.
"Trustee" shall have the meaning given such term in Section 1
of
this Agreement.
"TVO Portfolio Mortgage Loan" shall mean the Mortgage Loan
secured
by the Mortgaged Property identified on the
Mortgage Loan Schedule as "TVO
Portfolio".
"Underwriters" means
Credit Suisse First Boston LLC, McDonald
Investments Inc., PNC Capital Markets, Inc., Lehman Brothers Inc. and
WaMu
Capital Corp.
"Underwriting Agreement" means the Underwriting Agreement,
dated
February 26, 2004, between Depositor and
the Underwriters.
SCH. I-3
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE II
MORTGAGE LOAN SCHEDULE
Units/
Sq.Ft/
Servicing
Zip
Rooms/
# Crossed Group Property Name
Address
City
County State
Code
Pads
------------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C> <C>
<C>
<C>
<C>
<C>
<C>
<C>
1
2 Bay
Plaza Community Center 2100
Bartow Avenue
Bronx
Bronx
NY 10475
509,710
------------------------------------------------------------------------------------------------------------------------------------
2
1 Beverly
Center
8500 Beverly Boulevard Los
Angeles Los Angeles
CA 90048 855,015
------------------------------------------------------------------------------------------------------------------------------------
3
1 Stanford
Shopping Center
180 El Camino Real
Palo Alto
Santa Clara CA
94304
1,387,369
------------------------------------------------------------------------------------------------------------------------------------
4
2
Mayfair
Mall
------------------------------------------------------------------------------------------------------------------------------------
4A
Mayfair Mall - Retail
2500 North Mayfair Road Wauwatosa
Milwaukee
WI
53226
858,165
------------------------------------------------------------------------------------------------------------------------------------
4B
Mayfair Mall - Office
2500 North Mayfair Road Wauwatosa
Milwaukee
WI
53226
419,318
------------------------------------------------------------------------------------------------------------------------------------
5
1 Meristar
Hospitality Portfolio
------------------------------------------------------------------------------------------------------------------------------------
5A
MeriStar Columbia
10207 Wincopin Circle
Columbia Howard
MD 21044
288
------------------------------------------------------------------------------------------------------------------------------------
5B
MeriStar Arlington
950 North Stafford Street Arlington Arlington VA 22203
209
------------------------------------------------------------------------------------------------------------------------------------
6
2
Northfield Square Mall
1600 North State Route 50 Bourbonnais Kankakee IL
60914
381,877
------------------------------------------------------------------------------------------------------------------------------------
7
1 TVO
Portfolio
------------------------------------------------------------------------------------------------------------------------------------
7A
TVO Portfolio - French Quarter 4201 Cedar Elm Lane
Wichita Wichita
TX
76308
372
Falls
------------------------------------------------------------------------------------------------------------------------------------
7B
TVO Portfolio - Garden Pointe 8619 East 61st Terrace
Kansas
City Jackson
MO
64129
200
Apartments
------------------------------------------------------------------------------------------------------------------------------------
7C
TVO Portfolio - Timbers
4615 South Virginia Street Amarillo Randall
TX
79109
224
Apartments
------------------------------------------------------------------------------------------------------------------------------------
7D
TVO Portfolio - Sycamore
1945 Everett's Folly
Memphis Shelby
TN 38134
114
Village Apartments
------------------------------------------------------------------------------------------------------------------------------------
7E
TVO Portfolio - Hillside Park 11026 College Lane
Kansas City Jackson
MO
64137
128
Apartments
------------------------------------------------------------------------------------------------------------------------------------
8 (A)
1
Red Lion
Hotel Pasco
2525 North 20th Avenue Pasco
Franklin WA
99301
279
------------------------------------------------------------------------------------------------------------------------------------
9 (A)
1
Red Lion
Hotel Salt Lake
161 West 600 South
Salt Lake
Salt Lake UT 84101
393
Downtown
City
------------------------------------------------------------------------------------------------------------------------------------
10 (A)
1
Red Lion
Hotel Redding
1830 Hilltop Drive
Redding Shasta
CA 96002
192
------------------------------------------------------------------------------------------------------------------------------------
11 (A)
1
Red Lion
Hotel Richland
802 George Washington Way Richland Benton
WA 99352
149
Hanford House
------------------------------------------------------------------------------------------------------------------------------------
13
2
Canterbury Apartments
21 Congress Street
Nashua
Hillsborough NH
03062
480
------------------------------------------------------------------------------------------------------------------------------------
17
1
Northland Portfolio
------------------------------------------------------------------------------------------------------------------------------------
17A
Northland Portfolio -
5827 Northwest Loop 410 San Antonio
Bexar
TX 78238
344
Coppermill
------------------------------------------------------------------------------------------------------------------------------------
17B
Northland Portfolio -
2002 Airline Road
Corpus
Nueces
TX 78412
288
Candlewood
Christi
------------------------------------------------------------------------------------------------------------------------------------
17C
Northland Portfolio - Randolph 4516 Randolph Road
Charlotte
Mecklenburg NC
28211
152
Park
------------------------------------------------------------------------------------------------------------------------------------
19
1 Belmont
Landing Apartments 8104 Webb
Road
Riverdale
Clayton GA
30274
424
------------------------------------------------------------------------------------------------------------------------------------
26
1
Sportmart/Westwood Self
1901 South Sepulveda
Los Angeles Los
Angeles CA
90025
97,600
Storage
Boulevard and 1910 Pontius
Avenue
------------------------------------------------------------------------------------------------------------------------------------
30
2 Irving
Towne Center
3401 West Airport Freeway Irving
Dallas
TX 75062
118,487
------------------------------------------------------------------------------------------------------------------------------------
31
1 Ashford
Park Apartments
1700 East Date Street San
San
CA 92404
251
Bernardino
Bernardino
------------------------------------------------------------------------------------------------------------------------------------
32
2 National
Amusements Anchored 173 Morris Avenue, 175
Holtsville
Suffolk
NY
11742
84,810
Center
Morris Avenue, 185 Morris
Avenue and 50 Middle Avenue
------------------------------------------------------------------------------------------------------------------------------------
33
1
Riverbend Commons
305-407 South Telegraph Monroe
Monroe
MI 48161
94,852
Road and 1170-1190 West
Front Street
------------------------------------------------------------------------------------------------------------------------------------
34
2 Shoppes
of Kenwood
7710-7724 Montgomery Road Cincinnati Hamilton OH
45236
80,096
------------------------------------------------------------------------------------------------------------------------------------
38
2 32-50
Cooper Square
32-50 Cooper Square
New York New York
NY
10003
161,207
------------------------------------------------------------------------------------------------------------------------------------
45
1
Northaven Park Apartments
11457 Dennis Road
Dallas
Dallas
TX 75229
344
------------------------------------------------------------------------------------------------------------------------------------
47
2 Timbers
of Deerbrook
9814 F.M. 1960 Bypass
Humble
Harris
TX 77338
260
Apartments
------------------------------------------------------------------------------------------------------------------------------------
48
2 Big Pine
Key Shopping Center 151-287 Key Deer
Boulevard Big Pine Key
Monroe
FL 33043
93,151
------------------------------------------------------------------------------------------------------------------------------------
51
1
Far North
Shopping Center 6300
San Mateo Boulevard Albuquerque
Bernalillo
NM
87109
132,933
------------------------------------------------------------------------------------------------------------------------------------
53
1 Junipero
Serra Office Building
2171 Junipero Serra
Daly City
San Mateo CA 94014 50,476
Boulevard
------------------------------------------------------------------------------------------------------------------------------------
54
1
TownePlace Suites Dearborn 6141
Mercury Drive
Dearborn Wayne
MI 48126
148
------------------------------------------------------------------------------------------------------------------------------------
SCH. II-1
<PAGE>
<CAPTION>
Units/
Sq.Ft/
Servicing
Zip
Rooms/
# Crossed Group Property Name
Address
City
County State
Code
Pads
------------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C> <C>
<C>
<C>
<C>
<C>
<C>
<C>
55
1 Mallory
Corners
1701 Mallory Lane
Brentwood
Williamson
TN 37027
70,000
------------------------------------------------------------------------------------------------------------------------------------
56
2 Canal
Overlook
430
Indiana Avenue
Indianapolis Marion
IN 46202
125
------------------------------------------------------------------------------------------------------------------------------------
61
1 30
Buxton Farms Road
30 Buxton Farm Road
Stamford Fairfield
CT
06905
62,148
------------------------------------------------------------------------------------------------------------------------------------
66
2 Columbus
Greens
5050 Columbus Street SE Albany
Linn
OR 97321
268
------------------------------------------------------------------------------------------------------------------------------------
67
1
Blackhawk Apartments
3010 Simcoe Drive
Fort Wayne Allen
IN 46815
209
------------------------------------------------------------------------------------------------------------------------------------
68
2
Oakwood
Village Apartments 2735 East
Highway 80
Mesquite Dallas
TX 75150
288
------------------------------------------------------------------------------------------------------------------------------------
72 (B)
1
Avgeris-RBX Industries
16800 South Canal Street South
Cook
IL 60473
91,504
Holland
------------------------------------------------------------------------------------------------------------------------------------
73 (B)
1
Avgeris-IVEX Packaging
3100 Randolph Street
Bellwood Cook
IL 60104
71,498
------------------------------------------------------------------------------------------------------------------------------------
74 (B)
1
Avgeris-Ultra Care
2001 North Janice Avenue Melrose Park Cook
IL 60160
37,280
------------------------------------------------------------------------------------------------------------------------------------
75
2
Bammelwood Apartments
2402 Bammelwood Drive
Houston Harris
TX 77014
226
------------------------------------------------------------------------------------------------------------------------------------
78
1 Ala
Moana Tower
1617 Kapiolani Boulevard Honolulu Honolulu
HI
96814
134
------------------------------------------------------------------------------------------------------------------------------------
79
1
Springlake Park Mobile Home 51458 Southeast
Westlake
Scappoose
Columbia OR
97056
147
Park
Drive
------------------------------------------------------------------------------------------------------------------------------------
80
2 Macedon
Commons Shopping
1503 Canandaigua Road
Macedon Wayne
NY 14502
76,278
Center
------------------------------------------------------------------------------------------------------------------------------------
81
1 South
Pointe Village Mobile 11100 Gibson
Boulevard
Albuquerque Bernalillo
NM
87123
282
Home Park
Southeast
------------------------------------------------------------------------------------------------------------------------------------
82
2 Fountain
Brook Apartments 100
Brookhaven Circle Fort
Catoosa GA
30742
112
Oglethorpe
------------------------------------------------------------------------------------------------------------------------------------
84
1 Lakeside
Villas
4846 Cherry Road
West Palm
Palm Beach
FL 33417
104
Beach
------------------------------------------------------------------------------------------------------------------------------------
85
2 Westpark
Place Office Building
6250-6260 Westpark Drive Houston Harris
TX 77057
113,857
------------------------------------------------------------------------------------------------------------------------------------
86
1
TownePlace Suites Livonia
17450 Fox Drive
Livonia Wayne
MI 48152
95
------------------------------------------------------------------------------------------------------------------------------------
88
2
Nacogdoches Marketplace
4604-4610 North Street
Nacogdoches
Nacogdoches TX
75965
57,413
------------------------------------------------------------------------------------------------------------------------------------
90
1 Warwick
Apartments
2400 Arrowhead Drive
Abilene Taylor
TX 79606
152
------------------------------------------------------------------------------------------------------------------------------------
92
1 Country
Inns & Suites Clive 1350 Northwest
118th Street Clive
Polk
IA 50325
104
------------------------------------------------------------------------------------------------------------------------------------
94
1 Hampton
Inn Mechanicsville 7433 Bell
Creek Road
Mechanics-
Hanover VA
23111
80
ville
------------------------------------------------------------------------------------------------------------------------------------
95
2
Thunderbird Village Mobile 706 Dennis
Street Southeast Tumwater Thurston
WA
98501
115
Home Park
------------------------------------------------------------------------------------------------------------------------------------
96
1
Physicians Plaza II
8042 Wurzbach Road
San Antonio Bexar
TX 78229
63,759
------------------------------------------------------------------------------------------------------------------------------------
97
2 Timbers
of Keegan's Bayou
11650 West Bellfort Avenue Houston Harris
TX 77099
152
Apartments
------------------------------------------------------------------------------------------------------------------------------------
98
1 Redbird
Towers
3203 Camp Wisdom Road
Dallas
Dallas
TX 75237
50,951
------------------------------------------------------------------------------------------------------------------------------------
99
2 Hampton Inn Midlothian
800 Research Road
Richmond Chesterfield
VA 23236
80
------------------------------------------------------------------------------------------------------------------------------------
104
2
Parkridge Plaza
2009 - 2099 Wadsworth
Lakewood Jefferson
CO
80214
61,794
Boulevard
------------------------------------------------------------------------------------------------------------------------------------
106
1 Buckner
Village Apartments 1810 John
West Road
Dallas
Dallas
TX 75228
172
------------------------------------------------------------------------------------------------------------------------------------
107
2 Chastain
Manor Apartments 1631
and 1700 Stanton Road
Atlanta Fulton
GA 30311
157
Southwest
------------------------------------------------------------------------------------------------------------------------------------
109
2 Park
Towers Apartments
106-112 Union Road
Spring
Rockland
NY 10977
169
Valley
------------------------------------------------------------------------------------------------------------------------------------
110
1 Katonah
Shopping Center
262-294 Katonah Avenue Katonah
Westchester NY
10536
28,072
------------------------------------------------------------------------------------------------------------------------------------
115
1 Chestnut
Hill
7700 Germantown Avenue
Philadelphia Philadelphia PA 19118 34,294
------------------------------------------------------------------------------------------------------------------------------------
116
2 Village
Center at Marshall's Route 209 & 402
Marshall's
Monroe
PA 18301
64,110
Creek
Creek
------------------------------------------------------------------------------------------------------------------------------------
117
2 Assured
Storage
2453 Midway Road
Carrollton
Dallas
TX 75006
65,520
------------------------------------------------------------------------------------------------------------------------------------
120
2 12
Greenridge Avenue
12 Greenridge Avenue
White Plains Westchester NY 10605 23,742
------------------------------------------------------------------------------------------------------------------------------------
121
1 Yahara
Landing Apartments
1624-1630 Fordem Avenue Madison
Dane
WI 53704
72
------------------------------------------------------------------------------------------------------------------------------------
122
2 Sierra
Verde Apartments
2600 East Idaho Avenue Las Cruces
Dona Ana
NM
88011
130
------------------------------------------------------------------------------------------------------------------------------------
123
1 Pepper
Ridge Apartments
1011 Vance Jackson Road San Antonio
Bexar
TX 78201
144
------------------------------------------------------------------------------------------------------------------------------------
125
2 Pine
Tree Apartments
1435 Bernath Parkway
Toledo
Lucas OH 43615
90
------------------------------------------------------------------------------------------------------------------------------------
128
2 Arch
Creek Run Apartments 139
Rachel Street
Melbourne
Brevard FL
32901
96
------------------------------------------------------------------------------------------------------------------------------------
129
2 Storage
Center
4080 Mariner Boulevard Spring
Hill Hernando
FL
33609
68,835
------------------------------------------------------------------------------------------------------------------------------------
130
1 Cy Fair
Plaza
13203 Jones Road
Houston Harris
TX 77070
49,388
------------------------------------------------------------------------------------------------------------------------------------
133
1
Presidential Suites Apartments
------------------------------------------------------------------------------------------------------------------------------------
133A
Presidential Suites - The 3569
Ivy Hill Circle
Cortland Trumbull
OH
44410
59
Arbors I
------------------------------------------------------------------------------------------------------------------------------------
133B
Presidential Suites - The 3500
Boston Avenue
Warren
Trumbull OH
44484
48
Arbors II
------------------------------------------------------------------------------------------------------------------------------------
133C
Presidential Suites - The 1150
Salt Springs Road Lordstown
Trumbull
OH
44481
39
Arbors III
------------------------------------------------------------------------------------------------------------------------------------
135
1 Century Plaza
1700-1746 Woolco Way
Orlando Orange
FL 32822
28,700
------------------------------------------------------------------------------------------------------------------------------------
137
2 Chevy
Chase Apartments
1710 Logansport Road
Nacogdoches
Nacogdoches TX
75961
120
------------------------------------------------------------------------------------------------------------------------------------
142
1 Park on
Vista Apartments
201 Vista Road
Pasadena Harris
TX 77504
108
------------------------------------------------------------------------------------------------------------------------------------
SCH. II-2
<PAGE>
<CAPTION>
Units/
Sq.Ft/
Servicing
Zip
Rooms/
# Crossed Group Property Name
Address
City
County State
Code
Pads
------------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C> <C>
<C>
<C>
<C>
<C>
<C>
<C>
144
1 Hibert
Office
9948 Hibert Street
San Diego
San Diego CA 92131 19,250
------------------------------------------------------------------------------------------------------------------------------------
145
1 Raffin
Executive Center
1112 Ocean Drive
Manhattan
Los Angeles CA
90266
8,877
Beach
------------------------------------------------------------------------------------------------------------------------------------
147
1 Monterey
Apartments /
Sherbrooke Apartments
------------------------------------------------------------------------------------------------------------------------------------
147A
Sherbrooke Apartments
90 - 118 Sherbrooke
Avenue Hartford
Hartford CT
06106
38
------------------------------------------------------------------------------------------------------------------------------------
147B
Monterey Apartments
748-768 New Britain Avenue Hartford Hartford
CT
06106
52
------------------------------------------------------------------------------------------------------------------------------------
148
2 Hidden
Hollow Apartments
1800 Beacon Drive
Saginaw Saginaw
MI
48602
84
------------------------------------------------------------------------------------------------------------------------------------
150
2 Medford
Shopping Center
3429 Horse Block Road
Medford Suffolk
NY
11763
56,040
------------------------------------------------------------------------------------------------------------------------------------
151
1 Catalina
Apartments
3425 South Polk Street Dallas
Dallas
TX 75224
123
------------------------------------------------------------------------------------------------------------------------------------
152
1
Crestridge Apartments
3200 Walnut Street
Garland Dallas
TX 75042
102
------------------------------------------------------------------------------------------------------------------------------------
153 (C) 2 Richlawn Acres
Apartments 1059
Richmond Road
Painesville Lake
OH 44077
48
------------------------------------------------------------------------------------------------------------------------------------
154 (C) 2 Grant Street
Apartments
55 Grant Street
Painesville Lake
OH 44077
36
------------------------------------------------------------------------------------------------------------------------------------
156
1 DP
Building One
10200 Lantern Road
Fishers Hamilton
IN
46038
29,954
------------------------------------------------------------------------------------------------------------------------------------
158
1 Mesa
Grande
2912 East McKellips Rd Mesa
Maricopa AZ
85213
110
------------------------------------------------------------------------------------------------------------------------------------
159
1 Greylock
Apartments
117-119 South Chester Road Swarthmore Delaware PA
19081
49
------------------------------------------------------------------------------------------------------------------------------------
160
2
Swarthmore Apartments
111 South Chester Road Swarthmore
Delaware
PA
19081
41
------------------------------------------------------------------------------------------------------------------------------------
161
1
Royalwood Apartments
5261-5301 Royalwood Road North
Cuyahoga OH
44133
66
Royalton
------------------------------------------------------------------------------------------------------------------------------------
163
1 Burnet
House
8935 Burnet Avenue
North Hills Los
Angeles CA
91343
36
------------------------------------------------------------------------------------------------------------------------------------
166
1
Northpoint Apartments
74 Lyerly Street
Houston
Harris
TX 77022
101
------------------------------------------------------------------------------------------------------------------------------------
168
2 66 Fort
Point Street
66 Fort Point Street
Norwalk Fairfield
CT
06855
23,991
------------------------------------------------------------------------------------------------------------------------------------
169
2 1-7
Journal Square
1-7 Journal Square
Jersey City Hudson
NJ 07306
8,885
------------------------------------------------------------------------------------------------------------------------------------
171
1 Melnick
Drive
2-16 Melnick Drive
Monsey
Rockland NY
10952
59,800
------------------------------------------------------------------------------------------------------------------------------------
172
1 Desert
Plaza Apartments
217 South Maryland Parkway Las Vegas Clark
NV 89101
88
------------------------------------------------------------------------------------------------------------------------------------
173
1 Burleson
Plaza
620 SW Wilshire Boulevard Burleson Johnson
TX
76028
73,700
------------------------------------------------------------------------------------------------------------------------------------
176
1 Budget
Self Storage
3445 Collins Avenue
Richmond Contra
CA 94806
83,212
Costa
------------------------------------------------------------------------------------------------------------------------------------
177
1 Imperial
Marshwood Mobile Home
300 State Route 236
Eliot
York
ME 03903
108
Park
------------------------------------------------------------------------------------------------------------------------------------
180
2 300 West
Coleman Boulevard 300 West
Coleman Boulevard
Mount
Charleston
SC 29464
23,636
Pleasant
------------------------------------------------------------------------------------------------------------------------------------
182
1 Tiffany
Office Building
10700 Old Country Road 15 Plymouth Hennepin
MN
55441
27,131
------------------------------------------------------------------------------------------------------------------------------------
183
2 Forest
Mobile Estates Mobile 6201 Bert Kouns
Industrial Shreveport
Caddo
LA 71129
550
Home Park
Loop
------------------------------------------------------------------------------------------------------------------------------------
184
1 Country
Club Village
7100 South Gessner Drive Houston Harris
TX 77036
88
Apartments
------------------------------------------------------------------------------------------------------------------------------------
185
1 Vista
Pacifica Industrial Park 2625 Temple Heights Drive
Oceanside
San Diego
CA
92056
43,150
------------------------------------------------------------------------------------------------------------------------------------
187
1 Oak
Manor Apartments
1019-1045 North Center Stockton
San
Joaquin CA
95202
47
Street
------------------------------------------------------------------------------------------------------------------------------------
188
1 Carriage
Works
401 G Street, 627 & 655 San Diego
San Diego
CA 92101 19,222
4th Avenue
------------------------------------------------------------------------------------------------------------------------------------
189
1
Northridge Apartments
17925 Devonshire Street Northridge
Los Angeles
CA 91325
28
------------------------------------------------------------------------------------------------------------------------------------
190
1
Courtyard Apartments
6700 West 76th Street
Overland Johnson
KS
66204
40
Park
------------------------------------------------------------------------------------------------------------------------------------
191
2
Candlewood Apartments - TN 538
Harding Place
Nashville
Davidson TN
37211
70
------------------------------------------------------------------------------------------------------------------------------------
192
2 Clipper
Ridge Apartments
595 May Street
Oregon City Clackamas
OR
97045
52
------------------------------------------------------------------------------------------------------------------------------------
196
2 Draper
Crossing II
62 & 64 East 12300 South Draper Salt
Lake
UT 84020
10,015
------------------------------------------------------------------------------------------------------------------------------------
197
2 Siesta
and Julia Mobile Home
Parks
------------------------------------------------------------------------------------------------------------------------------------
197A
Julia Mobile Home Park
16500 Slater Road
North Fort Lee
FL 33917
96
Myers
------------------------------------------------------------------------------------------------------------------------------------
197B
Siesta Mobile Home Park
309 West Buell Drive
Fort Myers Lee
FL
33905
55
------------------------------------------------------------------------------------------------------------------------------------
198
2 Mark IV
Apartments
2895 West 3500 South
West Valley Salt Lake
UT
84119
38
City
------------------------------------------------------------------------------------------------------------------------------------
199
2 Crosby
Town Center Plaza
6500 FM 2100 North
Crosby
Harris
TX 77532
58,035
------------------------------------------------------------------------------------------------------------------------------------
200
2 Discount
Personal Storage 2140
Southwest Gatlin Port
Saint Saint
Lucie FL
34953
26,362
Boulevard
Lucie
------------------------------------------------------------------------------------------------------------------------------------
201
1 Harbor
Building
100 2nd Avenue South
Edmonds Snohomish
WA
98020
15,404
------------------------------------------------------------------------------------------------------------------------------------
202
2 Highland
Court Apartments-NY 1506-1508 Whitesboro
Street Utica
Oneida
NY 13502
88
------------------------------------------------------------------------------------------------------------------------------------
203
1 Turner
Plaza Shopping Center 3351 Turner Plaza
Drive Abilene
Taylor
TX 79606
29,283
------------------------------------------------------------------------------------------------------------------------------------
204
2 Miami
Hills Apartments
3534 High Street
South Bend Saint
IN 46614
151
Joseph
------------------------------------------------------------------------------------------------------------------------------------
208
1 Rufe
Snow Depot Self Storage 6707 Rufe Snow Drive
Watauga Tarrant
TX
76148
43,336
------------------------------------------------------------------------------------------------------------------------------------
210
2 Westwind
Mobile Home Park
11270 Konocti Vista Drive Lower Lake Lake
CA 95457
43
------------------------------------------------------------------------------------------------------------------------------------
211
2 6950
Cypress Road
6950 Cypress Road
Fort
Broward FL
33317
29,683
Lauderdale
------------------------------------------------------------------------------------------------------------------------------------
SCH. II-3
<PAGE>
<CAPTION>
Units/
Sq.Ft/
Servicing
Zip
Rooms/
# Crossed Group Property Name
Address
City
County State
Code
Pads
------------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C> <C>
<C>
<C>
<C>
<C>
<C>
<C>
212
1
Germantown Plaza
3695-3723 Riverdale Road Memphis Shelby
TN 38115
14,583
------------------------------------------------------------------------------------------------------------------------------------
213
1 86 Christopher Street
86 Christopher Street New
York
New York NY
10014
3,400
------------------------------------------------------------------------------------------------------------------------------------
214
2
Knickerbocker Square Shopping 3335 - 3389 Knickerbocker
San Angelo
Tom Green
TX
76904
26,863
Center
Road
------------------------------------------------------------------------------------------------------------------------------------
216
1 1677
Eureka Road
1677 Eureka Road
Roseville
Placer
CA 95661
11,701
------------------------------------------------------------------------------------------------------------------------------------
217
2 Lakewood
Village
200 East Lakewood Street Nacogdoches
Nacogdoches
TX 75965
72
Apartments - TX
------------------------------------------------------------------------------------------------------------------------------------
219
1 Brooke
Hall Apartments
315-345 West Jefferson Media
Delaware PA
19063
32
Street
------------------------------------------------------------------------------------------------------------------------------------
223
1 Shadow
Wood Apartments
120 South Jupiter Road Garland
Dallas
TX 75042
60
------------------------------------------------------------------------------------------------------------------------------------
224
2
Paddington Mobile Home Park 1720 Hurricane
Road
Cottondale
Tuscaloosa
AL 35453
123
------------------------------------------------------------------------------------------------------------------------------------
226
2 American
Storage
420
East 620 South
American Utah
UT 84003
47,900
Fork
------------------------------------------------------------------------------------------------------------------------------------
230
2 Storage
Max
5922 Cameron Street
Scott
Lafayette LA 70583 33,050
------------------------------------------------------------------------------------------------------------------------------------
231
1 Mount
Ephraim Plaza
2750 Mount Ephraim Avenue Camden
Camden
NJ 08104
21,550
------------------------------------------------------------------------------------------------------------------------------------
234
2 Woodland
Estates Mobile Home 8113 Minors Lane
Louisville
Jefferson KY 40219
88
Park
------------------------------------------------------------------------------------------------------------------------------------
235
1 Shady
Acres Mobile Home Park 310 Hester Avenue
Donna
Hidalgo TX
78537
149
------------------------------------------------------------------------------------------------------------------------------------
237
1 Colonial
Crest Apartments 1000
East Lafayette Street
Sturgis Saint
MI 49091
48
Joseph
------------------------------------------------------------------------------------------------------------------------------------
238
1
Pleasanton Village Apartments 3735 Pleasanton Road
San Antonio Bexar
TX 78221
64
------------------------------------------------------------------------------------------------------------------------------------
239
1 Cedar
Bayou Mobile Home Park 6310 Highway 146 North
Baytown
Chambers
TX
77520
111
------------------------------------------------------------------------------------------------------------------------------------
240
2 487
Central Avenue
487 Central Avenue
Cedarhurst
Nassau
NY 11516
8,338
------------------------------------------------------------------------------------------------------------------------------------
244
1 Town and
Country Crossing
1023-1135 Lovett Street Tomball
Harris
TX 77375
30
------------------------------------------------------------------------------------------------------------------------------------
245
2 132
Mitchell Street
132 Mitchell Street
Atlanta Fulton
GA 30303
18,096
------------------------------------------------------------------------------------------------------------------------------------
248
1 Harrison
Terrace Apartments 10751-10753
Harrison Ave.
Harrison Hamilton
OH
45030
35
------------------------------------------------------------------------------------------------------------------------------------
250
2 Cr
