Exhibit 99.3
MORTGAGE LOAN PURCHASE AGREEMENT
Pursuant to this Mortgage Loan Purchase Agreement dated as of
December 1, 2006 (the "Agreement"), between Citigroup Global
Markets Realty
Corp. (together with its successors and permitted assigns
hereunder, the
"Seller") and CWCapital Commercial Funding Corp. (together with its
successors
and permitted assigns hereunder, the "Purchaser"), the Seller
intends to sell
and the Purchaser intends to purchase certain multifamily and
commercial
mortgage loans (collectively, the "Mortgage Loans"), as identified
on the
schedule annexed hereto as Exhibit A (the "Mortgage Loan
Schedule").
The Purchaser intends to deposit the Mortgage Loans, together
with
other assets, into a trust fund (the "Trust Fund"), the beneficial
ownership of
which will be evidenced by multiple classes (each, a "Class") of
mortgage
pass-through certificates (the "Certificates") to be identified as
the CWCapital
Commercial Funding Corp., COBALT CMBS Commercial Mortgage Trust
2006-C1,
Commercial Mortgage Pass-Through Certificates, Series 2006-C1. One
or more "real
estate mortgage investment conduit" ("REMIC") elections will be
made with
respect to the Trust Fund. The Certificates will be issued pursuant
to a Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), to
be dated as
of December 1, 2006, among the Purchaser, as depositor, Wachovia
Bank, National
Association, as master servicer (the "Master Servicer"), CWCapital
Asset
Management LLC, as special servicer (the "Special Servicer"), and
Wells Fargo
Bank, N.A., as trustee (the "Trustee"). Capitalized terms used but
not defined
herein have the respective meanings set forth in the Pooling and
Servicing
Agreement, as in effect on the Closing Date.
The Purchaser has entered into an Underwriting Agreement (the
"Underwriting Agreement"), dated as of December 6, 2006, with
Wachovia Capital
Markets, LLC ("Wachovia"), Citigroup Global Markets Inc. ("Citi")
and Deutsche
Bank Securities Inc. ("Deutsche" and, together with Wachovia and
City, in such
capacity, the "Underwriters"), whereby the Purchaser will sell to
the
Underwriters all of the Certificates that are to be registered
under the
Securities Act of 1933, as amended (the "Securities Act"). The
Purchaser has
also entered into a Certificate Purchase Agreement (the
"Certificate Purchase
Agreement"), dated as of December 6, 2006, with Wachovia, Citi and
Deutsche
(collectively, in such capacity, the "Initial Purchasers"), whereby
the
Purchaser will sell to the Initial Purchasers all of the remaining
Certificates
(other than the Residual Interest Certificates).
In connection with the transactions contemplated hereby, the
Seller,
the Purchaser, the Underwriters and the Initial Purchasers have
entered into an
Indemnification Agreement (the "Indemnification Agreement"), dated
as of the
date hereof.
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase. The Seller agrees to sell, and
the
Purchaser agrees to purchase, the Mortgage Loans identified on the
Mortgage Loan
Schedule. The Mortgage Loan Schedule may be amended to reflect the
actual
Mortgage Loans accepted by the Purchaser pursuant to the terms
hereof. The
Mortgage Loans will have an aggregate principal balance of
$617,171,940 (the
"Citigroup Mortgage Loan Balance") as of the close of business on,
with respect
to each Mortgage Loan, its Due Date in December 2006 (each such
date, the
applicable "Cut-off Date"), after giving effect to any and all
payments of
principal due thereon on or before such date, whether or not
received. The
purchase and sale of the Mortgage Loans shall take place on
December 21, 2006,
or such other date as shall be mutually acceptable to the parties
hereto (the
"Closing Date"). The consideration (the "Aggregate Purchase Price")
for the
Mortgage Loans shall consist of (i) a cash amount equal to
104.04707% of the
Citigroup Mortgage Loan Balance, plus (ii) $2,101,176, which amount
represents
the amount of interest accrued on the Citigroup Mortgage Loan
Balance at the
related Net Mortgage Rate for the period from and including the
Cut-off Date up
to but not including the Closing Date but does not include any
deduction for any
fees and/or expenses incurred in connection with this transaction.
The Aggregate
Purchase Price shall be paid to the Seller or its designee by wire
transfer in
immediately available funds (or by such other method as shall be
mutually
acceptable to the parties hereto) on the Closing Date.
SECTION 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt of
the
purchase price referred to in Section 1 hereof and satisfaction or
waiver of the
conditions to closing set forth in Section 5 hereof, the Seller
does hereby
sell, transfer, assign, set over and otherwise convey to the
Purchaser, without
recourse, all the right, title and interest of the Seller in and to
the Mortgage
Loans identified on the Mortgage Loan Schedule as of such date,
subject to the
rights of the holders of any related Companion Loans as specified
in the related
Co-Lender Agreement, as applicable, and the Purchaser hereby
assumes such
Mortgage Loans, together with the rights and obligations related to
such
Mortgage Loans as specified in the related Co-Lender Agreement. The
Mortgage
Loan Schedule, as it may be amended, shall conform to the
requirements set forth
in this Agreement and the Pooling and Servicing Agreement.
(b) The Purchaser or its assignee shall, subject to the rights
of
the holders of any related Companion Loans, as applicable, be
entitled to
receive all scheduled payments of principal and interest due after
the Cut-off
Date, and all other recoveries of principal and interest collected
after the
Cut-off Date (other than in respect of principal and interest on
the Mortgage
Loans due on or before the Cut-off Date). All scheduled payments of
principal
and interest due on or before the Cut-off Date for each Mortgage
Loan, but
collected after such date, shall, subject to the rights of the
holders of any
related Companion Loans, as applicable, belong to, and be promptly
remitted to,
the Seller.
(c) On or before the Closing Date, the Seller shall, on behalf
of
the initial Purchaser, deliver to and deposit with, or cause to be
delivered to
and deposited with, the Trustee a Mortgage File for each Mortgage
Loan in
accordance with the terms of, and conforming to the requirements
set forth in,
the Pooling and Servicing Agreement; provided that, with respect to
any
Non-Serviced Trust Loan, the preceding delivery requirements will
be satisfied
by delivery of the original Mortgage Note (and all intervening
endorsements)
related to such Non-Serviced Trust Loan and a copy of the "mortgage
file"
delivered under the applicable Lead PSA. If the Seller cannot
deliver or cause
to be delivered the documents and/or instruments referred to in
clauses (a)(ii),
(a)(iii), (a)(vi) (if recorded) and (a)(viii) of the definition of
"Mortgage
File" solely because of delay caused by the public recording or
filing office
where such document or instrument has been delivered for
recordation, the Seller
shall deliver to the Trustee a copy of the original, certified by
the Seller to
be a true and complete copy of the original thereof submitted for
recording or
filing. Concurrently with such delivery, the Seller shall deliver,
or cause to
be delivered, to the Master Servicer and the Special Servicer
copies of the
Mortgage Note, Mortgage(s) and any reserve and cash management
agreements with
respect to each Mortgage Loan (other than a Non-Serviced Trust
Loan) for which a
Mortgage File is required to be delivered to the Trustee.
(d) For each Mortgage Loan (other than a Non-Serviced Trust
Loan)
for which a Mortgage File is required to be delivered to the
Trustee, the Seller
shall bear the reasonable out-of-pocket costs and expenses related
to recording
or filing, as the case may be, in the appropriate public office for
real
property records or Uniform Commercial Code financing statements,
as
appropriate, each related assignment of Mortgage and assignment of
Assignment of
Leases, in favor of the Trustee referred to in clause (a)(iv) of
the definition
of "Mortgage File" and each related UCC-2 and UCC-3 assignment
referred to in
clause (a)(viii) of the definition of "Mortgage File." If any such
document or
instrument is lost or returned unrecorded or unfiled, as the case
may be,
because of a defect therein, then the Seller shall prepare a
substitute therefor
or cure such defect or cause such to be done, as the case may be,
and the Seller
shall deliver such substitute or corrected document or instrument
to the Trustee
(or, if the Mortgage Loan is then no longer subject to the Pooling
and Servicing
Agreement, to the then holder of such Mortgage Loan).
(e) The Seller shall deliver, or cause to be delivered, to the
Master Servicer within 10 business days after the Closing Date, all
documents
and records that (i) relate to the servicing and administration of
the Mortgage
Loans that are Serviced Loans, (ii) are reasonably necessary for
the ongoing
administration and/or servicing of the Mortgage Loans that are
Serviced Loans
and (iii) are in possession or control of the Seller, together with
(x) all
unapplied Escrow Payments and Reserve Funds in the possession or
under control
of the Seller that relate to the Mortgage Loans that are Serviced
Loans and (y)
a statement indicating which Escrow Payments and Reserve Funds are
allocable to
such Serviced Loans), provided that the Seller shall not be
required to deliver
any draft documents, privileged or other internal communications,
credit
underwriting, due diligence analyses or data or internal
worksheets, memoranda,
communications or evaluations.
(f) After the Seller's transfer of the Mortgage Loans to the
Purchaser, as provided herein, the Seller shall not take any action
inconsistent
with the Purchaser's ownership 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 the
Seller is
expressly permitted to complete subsequent to the Closing Date, the
Seller
shall, on or before the Closing Date, take all actions required
under applicable
law to effectuate the transfer of the Mortgage Loans by the Seller
to the
Purchaser.
(g) The Seller shall provide, or cause to be provided,
information
necessary for the Master Servicer to produce the initial data with
respect to
each Mortgage Loan for the CMSA Financial File and the CMSA Loan
Periodic Update
File that are required to be prepared by the Master Servicer
pursuant to the
Pooling and Servicing Agreement.
(h) The Seller shall provide the Master Servicer with the
Supplemental Servicer Schedule.
SECTION 3. Representations, Warranties and Covenants of Seller.
(a) The Seller hereby represents and warrants to and covenants
with
the Purchaser, as of the date hereof, that:
(i) The Seller is a corporation duly organized, validly existing
and
in good
standing under the laws of the State of New York, is duly
qualified
as a foreign organization in good standing in all jurisdictions
to the
extent such qualification is necessary to hold and sell the
Mortgage
Loans or otherwise comply with its obligations under this
Agreement,
except where the failure to be so qualified would not have a
material
adverse effect on its ability to perform its obligations
hereunder,
and possesses all requisite authority and power to carry on its
business
as currently conducted by it and to execute, deliver and comply
with its
obligations under the terms of this Agreement.
(ii) This Agreement has been duly and validly authorized,
executed
and
delivered by the Seller and, assuming due authorization, execution
and
delivery
hereof by the Purchaser, constitutes a legal, valid and binding
obligation
of the Seller, enforceable against the Seller in accordance
with its
terms, except as such enforcement may be limited by (A)
bankruptcy, insolvency, reorganization, receivership, moratorium or
other
similar
laws affecting the enforcement of creditors' rights in general,
and (B)
general equity principles (regardless of whether such
enforcement
is
considered in a proceeding in equity or at law).
(iii) The execution and delivery of this Agreement by the Seller
and
the
Seller's performance and compliance with the terms of this
Agreement
will not
(A) violate the Seller's organizational documents, (B) violate
any law or
regulation or any administrative decree or order to which the
Seller is
subject or (C) constitute a default (or an event which, with
notice or
lapse of time, or both, would constitute a default) under, or
result in
the breach of, any material contract, agreement or other
instrument
to which the Seller is a party or by which the Seller is bound.
(iv) The Seller is not in default with respect to any order or
decree of
any court or any order, regulation or demand of any federal,
state,
municipal or other governmental agency or body, which default
would
reasonably
be expected to have consequences that would, in the Seller's
reasonable
and good faith judgment, materially and adversely affect the
condition
(financial or other) or operations of the Seller or its
properties
or have consequences that would, in the Seller's reasonable and
good faith
judgment, materially and adversely affect its performance
hereunder.
(v) The Seller is not a party to or bound by any agreement or
instrument
or subject to any organizational document or any other
corporate
restriction or any judgment, order, writ, injunction, decree,
law or
regulation that would, in the Seller's reasonable and good
faith
judgment,
materially and adversely affect the ability of the Seller to
perform
its obligations under this Agreement or that requires the
consent
of any
third person to the execution and delivery of this Agreement by
the
Seller or
the performance by the Seller of its obligations under this
Agreement.
(vi) Except for the recordation and/or filing of assignments
and
other
transfer documents with respect to the Mortgage Loans (other
than
the
Non-Serviced Trust Loans), as contemplated by Section 2(d), no
consent,
approval, authorization or order of, registration or filing
with,
or notice
to, any court or governmental agency or body, is required for
the
execution, delivery and performance by the Seller of or compliance
by
the Seller
with this Agreement or the consummation of the transactions
contemplated by this Agreement; and no bulk sale law applies to
such
transactions.
(vii) No litigation is pending or, to the best of the Seller's
knowledge,
threatened against the Seller that would, in the Seller's good
faith and
reasonable judgment, prohibit its entering into this Agreement
or
materially and adversely affect the performance by the Seller of
its
obligations under this Agreement.
(viii) The Seller intends to treat the transfer of the Mortgage
Loans to
the Purchaser as a sale for accounting and tax purposes. In
connection
with the foregoing, the Seller shall cause all of its records
to reflect
such transfer as a sale (as opposed to a secured loan). The
consideration received by the Seller upon the sale of the Mortgage
Loans
to the
Purchaser will constitute at least reasonably equivalent value
and
fair
consideration for the Mortgage Loans. The Seller will be solvent
at
all
relevant times prior to, and will not be rendered insolvent by,
the
sale of
the Mortgage Loans to the Purchaser. The Seller is not selling
the
Mortgage
Loans to the Purchaser with any intent to hinder, delay or
defraud
any of the creditors of the Seller. After giving effect to its
transfer
of the Mortgage Loans to the Purchaser, as provided herein, the
value of
the Seller's assets, either taken at their present fair
saleable
value or
at fair valuation, will exceed the amount of the Seller's debts
and
obligations, including contingent and unliquidated debts and
obligations of the Seller, and the Seller will not be left with
unreasonably small assets or capital with which to engage in and
conduct
its
business. The Mortgage Loans do not constitute all or
substantially
all of the
assets of the Seller. The 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.
(ix) No proceedings looking toward liquidation, dissolution or
bankruptcy
of the Seller are pending or contemplated.
(b) The Seller hereby makes, for the benefit of the Purchaser,
with
respect to each Mortgage Loan, as of the Closing Date or as of such
other date
expressly set forth therein, each of the representations and
warranties set
forth on Exhibit B attached hereto, except as otherwise set forth
on Exhibit C
attached hereto.
SECTION 4. Representations and Warranties of the Purchaser. In
order
to induce the Seller to enter into this Agreement, the Purchaser
hereby
represents and warrants for the benefit of the Seller as of the
date hereof
that:
(i) The Purchaser is a corporation duly organized, validly
existing
and in
good standing under the laws of the State of Delaware. The
Purchaser has the full
corporate power and authority and legal right to
acquire
the Mortgage Loans from the Seller and to transfer the Mortgage
Loans to
the Trustee.
(ii) This Agreement has been duly and validly authorized,
executed
and
delivered by the Purchaser and, assuming due authorization,
execution
and
delivery hereof by the Seller, constitutes a legal, valid and
binding
obligation
of the Purchaser, enforceable against the Purchaser in
accordance
with its terms, except as such enforcement may be limited by
(A)
bankruptcy, insolvency, reorganization, receivership, moratorium
or
other
similar laws affecting the enforcement of creditors' rights in
general,
and (B) general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law).
(iii) The execution and delivery of this Agreement by the
Purchaser
and the
Purchaser's performance and compliance with the terms of this
Agreement
will not (A) violate the Purchaser's organizational documents,
(B)
violate any law or regulation or any administrative decree or order
to
which the
Purchaser is subject or (C) constitute a default (or an event
which,
with notice or lapse of time, or both, would constitute a
default)
under, or
result in the breach of, any material contract, agreement or
other
instrument to which the Purchaser is a party or by which the
Purchaser
is bound.
(iv) Except as may be required under federal or state
securities
laws (and
which will be obtained on a timely basis), no consent,
approval,
authorization or order of, registration or filing with, or notice
to, any
governmental authority or court, is required for the execution,
delivery
and
performance by the Purchaser of or compliance by the Purchaser
with
this
Agreement, or the consummation by the Purchaser of any
transaction
described
in this Agreement.
(v) Under GAAP and for federal income tax purposes, the
Purchaser
will
report the transfer of the Mortgage Loans by the Seller to the
Purchaser,
as provided herein, as a sale of the Mortgage Loans to the
Purchaser
in exchange for the consideration specified in Section 1
hereof.
(vi) None of the acquisition of the Mortgage Loans by the
Purchaser,
the
transfer of the Mortgage Loans to the Trustee, or the
execution,
delivery
or performance of this Agreement by the Purchaser, results or
will
result in the creation or imposition of any lien on any of the
Purchaser's assets or property, or conflicts or will conflict
with,
results or
will result in a breach of, or requires or will require the
consent of
any third person or constitutes or will constitute a default
under (A)
any term or provision of the Purchaser's certificate of
incorporation or bylaws, (B) any term or provision of any
material
agreement,
contract, instrument or indenture, to which the Purchaser is a
party or
by which the Purchaser is bound, or (C) any law, rule,
regulation, order, judgment, writ, injunction or decree or any
court or
governmental authority having jurisdiction over the Purchaser or
its
assets.
SECTION 5. Notice of Breach; Cure; Repurchase; Covenant of the
Seller.
(a) If the Seller discovers or receives notice in accordance
with
Section 10 hereof of a Document Defect or a breach of any of its
representations
and warranties made pursuant to Section 3(b) hereof (each such
breach, a
"Breach") relating to any Mortgage Loan, and such Document Defect
or Breach
materially and adversely affects the value of the Mortgage Loan or
the related
Mortgaged Property or the interests of the Purchaser in such
Mortgage Loan (in
which case any such Document Defect or Breach would be a "Material
Document
Defect" or a "Material Breach," as the case may be), then (subject
to Section
5(b)) the Seller shall, within 90 days after its discovery or
receipt of such
notice of such Material Document Defect or Material Breach (or, in
the case of a
Material Document Defect or Material Breach that affects whether a
Mortgage Loan
was, as of the Closing Date, is or will continue to be a "qualified
mortgage"
within the meaning of the REMIC Provisions (a "Qualified
Mortgage"), not later
than 90 days after any party discovering such Material Document
Defect or
Material Breach) (such 90-day period, in either case, the "Initial
Resolution
Period"), (i) cure such Material Document Defect or Material
Breach, as the case
may be, in all material respects, which cure shall include payment
of any
Additional Trust Fund Expenses associated therewith, or (ii)
repurchase the
affected Mortgage Loan (or any related REO Property, or in the case
of any REO
Property related to a Loan Group, the Seller's interest therein)
from, and in
accordance with the directions of, the Purchaser or its designee,
at a price
equal to the Purchase Price; provided that if (A) any such Material
Breach or
Material Document Defect, as the case may be, does not affect
whether the
Mortgage Loan was, as of the Closing Date, is or will continue to
be a Qualified
Mortgage, (B) such Material Breach or Material Document Defect, as
the case may
be, is capable of being cured but not within the applicable Initial
Resolution
Period, (C) the Seller has commenced and is diligently proceeding
with the cure
of such Material Breach or Material Document Defect, as the case
may be, within
the applicable Initial Resolution Period, and (D) the Seller shall
have
delivered to the Purchaser a certification executed on behalf of
the Seller by
an officer thereof confirming that such Material Breach or Material
Document
Defect, as the case may be, is not capable of being cured within
the applicable
Initial Resolution Period, setting forth what actions the Seller is
pursuing in
connection with the cure thereof and stating that the Seller
anticipates that
such Material Breach or Material Document Defect, as the case may
be, will be
cured within an additional period not to exceed 90 days beyond the
end of the
applicable Initial Resolution Period, then the Seller shall have
such additional
90-day period (the "Resolution Extension Period") to complete such
cure or
repurchase the affected Mortgage Loan (or the related Mortgaged
Property)unless,
solely in the case of a Material Document Defect, (x) the Mortgage
Loan is, at
the end of the Initial Resolution Period, then a Specially Serviced
Mortgage
Loan and a Servicing Tranfer Event has occurred as a result of a
monetary
default or as described in clause (e), clause (f) or clause (g) of
the
definition of "Specially Serviced Mortgage Loan" in the Pooling and
Servicing
Agreement and (y) the Material Document Defect was identified in a
certification
delivered to Seller by the Trustee pursuant to Section 2.02 of the
Pooling and
Servicing Agreement not less than 90 days prior to the delivery of
the notice of
such Material Document Defect; and provided, further, that, if any
such Material
Document Defect is still not cured after the initial 90-day period
and any such
additional 90-day period solely due to the failure of the Seller to
have
received the recorded document, then the Seller shall be entitled
to continue to
defer its cure and repurchase obligations in respect of such
Document Defect so
long as the Seller certifies to the Purchaser every 30 days
thereafter that the
Document Defect is still in effect solely because of its failure to
have
received the recorded document or a copy thereof and that the
Seller is
diligently pursuing the cure of such defect (specifying the actions
being
taken), except that no such deferral of cure or repurchase may
continue beyond
the second anniversary of the Closing Date. Any such repurchase of
a Mortgage
Loan shall be on a whole loan, servicing released basis. The Seller
shall have
no obligation to monitor the Mortgage Loans regarding the existence
of a Breach
or Document Defect, but if the Seller discovers a Material Breach
or Material
Document Defect with respect to a Mortgage Loan, it will notify the
Purchaser.
Provided that if the Master Servicer has notice of such Material
Document Defect
or Material Breach, the Master Servicer shall notify the Seller if
the related
Mortgage Loan becomes a Specially Serviced Mortgage Loan during any
applicable
cure periods. Any of the following document defects shall be
conclusively
presumed to be a Material Document Defect: (a) the absence from the
Mortgage
File of the original signed Mortgage Note, together with the
endorsements
referred to in clause (a)(i) of the definition of "Mortgage File,"
unless the
Mortgage File contains a signed lost note affidavit and indemnity
with respect
to the missing Mortgage Note and any missing endorsement that
appears to be
regular on its face, (b) other than with respect to a Non-Serviced
Trust Loan,
the absence from the Mortgage File of the original executed
Mortgage or a copy
of such Mortgage certified by the local authority with which the
Mortgage was
recorded, in each case with evidence of recording thereon, that
appears to be
regular on its face, unless there is included in the Mortgage File
a copy of the
executed Mortgage and a certificate stating that the original
signed Mortgage
was sent for recordation, (c) other than with respect to a
Non-Serviced Trust
Loan, the absence from the Mortgage File of the original or a copy
of the
lender's title insurance policy, together with all endorsements or
riders (or
copies thereof) that were issued with or subsequent to the issuance
of such
policy, or marked up insurance binder or title commitment which is
marked as a
binding commitment and countersigned by title company, insuring the
priority of
the Mortgage as a first lien on the Mortgaged Property, (d) other
than with
respect to a Non-Serviced Trust Loan, the absence from the Mortgage
File of any
intervening assignments required to create a complete chain of
assignment to the
Trustee on behalf of the Trust and a certificate stating that the
original
intervening assignments were sent for recordation, unless there is
included in
the Mortgage File a certified copy of the intervening assignment,
(e) other than
with respect to a Non-Serviced Trust Loan, the absence from the
Mortgage File of
a copy of the ground lease with respect to any leasehold mortgages
or (f) other
than with respect to a Non-Serviced Trust Loan, the absence from
the Servicing
File of any original letter of credit.
(b) If (x) any Mortgage Loan is subject to a Material Breach or
Material Document Defect and would otherwise be required to be
repurchased as
contemplated by Section 5(a), (y) such Mortgage Loan is a
Cross-Collateralized
Mortgage Loan or is secured by a portfolio of Mortgaged Properties,
and (z) the
applicable Material Breach of Material Document Defect does not
constitute a
Material Breach or Material Document Defect, as the case may be, as
to any
related Cross-Collateralized Mortgage Loan or applies to only
specific Mortgaged
Properties in such portfolio, the Purchaser or its designee shall
use reasonable
efforts, subject to the terms of the related Mortgage Loans, to
prepare and, to
the extent necessary and appropriate, have executed by the related
Mortgagor and
record, such documentation as may be necessary to (i) in the case
of a
Cross-Collateralized Group, terminate the cross-collateralization
between the
Mortgage Loans in such Cross-Collateralized Group that are to be
repurchased, on
the one hand, and the remaining Mortgage Loans therein, on the
other hand, such
that those two groups of Mortgage Loans are each secured only by
the Mortgaged
Properties identified in the Mortgage Loan Schedule as directly
corresponding
thereto or (ii) in the case of Mortgage Loan secured by a portfolio
of Mortgaged
Properties, release the affected Mortgaged Properties from the
cross-collateralization of the Mortgage Loan; provided that, if
such
Cross-Collateralized Group is still subject to the Pooling and
Servicing
Agreement, then no such termination shall be effected unless and
until (i) the
Purchaser or its designee has received from the Seller (A) an
Opinion of Counsel
to the effect that such termination or release will not cause an
Adverse REMIC
Event to occur with respect to any REMIC Pool or an Adverse Grantor
Trust Event
to occur with respect to the Grantor Trust and (B) a written
confirmation from
each Rating Agency that such termination or release will not cause
an Adverse
Rating Event to occur with respect to any Class of Certificates,
(ii) the debt
service coverage ratio for the four preceding calendar quarters for
all of the
Mortgage Loans relating to such Cross-Collateralized Group
remaining is not less
than 0.05x below the debt service coverage ratio for all Mortgage
Loans of such
Cross-Collateralized Group or Mortgaged Properties relating to such
Mortgage
Loan secured by a portfolio of Mortgaged Properties (including the
affected
Mortgage Loan) or Mortgage Loan (including the affected Mortgaged
Property) set
forth in the Prospectus Supplement, (iii) the loan-to-value ratio
for all of the
Mortgage Loans of such Cross-Collateralized Group remaining is not
greater than
5% more than the loan-to-value ratio for all Mortgage Loans of
such
Cross-Collateralized Group or Mortgaged Properties relating to such
Mortgage
Loan secured by a portfolio of Mortgaged Properties (including the
affected
Mortgage Loan) or Mortgage Loan (including the affected Mortgaged
Property) set
forth in the Prospectus Supplement, and (iv) the Directing Holder
(if one is
acting) has consented (which consent shall not be unreasonably
withheld and
shall be deemed to have been given if no written objection is
received by the
Seller within 10 Business Days of the Directing Holder's receipt of
a written
request for such consent); and provided, further, that the Seller
may, at its
option, purchase the entire Cross-Collateralized Group or Mortgage
Loan in lieu
of terminating the cross-collateralization or a release of the
affected
Mortgaged Properties from the cross-collateralization of the
Mortgage Loan. In
the event that the cross-collateralization of any
Cross-Collateralized Group is
terminated or any Mortgaged Property related to a Mortgage Loan
secured by a
portfolio of Mortgaged Properties is released pursuant to this
paragraph, the
Seller may elect either to repurchase only the affected
Cross-Collateralized
Mortgage Loan or Mortgaged Properties as to which the Material
Breach or
Material Document Defect exists or to repurchase the aggregate
Cross-Collateralized Mortgage Loans or Mortgaged Properties. All
reasonable
costs and expenses incurred by the Purchaser or its designee
pursuant to this
paragraph shall be included in the calculation of Purchase Price
for the
Mortgage Loan(s) to be repurchased. If the cross-collateralization
of any
Cross-Collateralized Group is not or cannot be terminated as
contemplated by
this paragraph, then, for purposes of (i) determining whether any
Breach or
Document Defect, as the case may be, is a Material Breach or
Material Document
Defect, and (ii) the application of remedies, such
Cross-Collateralized Group
shall be treated as a single Mortgage Loan.
It shall be a condition to any repurchase of a Mortgage Loan by
the
Seller pursuant to Section 5(a) that (i) the Purchaser shall have
executed and
delivered such instruments of endorsement, transfer or assignment
then presented
to it by the Seller, in each case without recourse, as shall be
necessary to
vest in the Seller the legal and beneficial ownership of such
Mortgage Loan
(including any property acquired in respect thereof or proceeds of
any insurance
policy with respect thereto), to the extent that such ownership
interest was
transferred to the Purchaser hereunder; (ii) the Purchaser shall
deliver to the
Seller all portions of the Mortgage File and other documents
pertaining to such
Mortgage Loan; and (iii) the Purchaser shall release to the Seller
any escrow
payments or reserve funds held by it, or on its behalf, in respect
of such
Mortgage Loan. If any Mortgage Loan is to be repurchased as
contemplated by
Section 5(a), the Seller shall amend the Mortgage Loan Schedule to
reflect the
removal of such Mortgage Loan and shall forward such amended
schedule to the
Purchaser.
(c) The Seller hereby acknowledges and agrees that any
modification
of the Mortgage Loan pursuant to a workout, foreclosure, sale or
other
liquidation pursuant to, and in accordance with, the Pooling and
Servicing
Agreement shall not constitute a defense to any repurchase claim
disputed by the
Seller nor shall such modification change the Purchase Price due
from the Seller
for any repurchase claim. In the event of any such modification,
the Seller
hereby agrees to repurchase the Mortgage Loan as modified, if the
Seller is
required to or elects to repurchase such Mortgage Loan in
accordance with the
terms of this Section 5. Any sale of the related Mortgage Loan, or
foreclosure
upon such Mortgage Loan and sale of the successor REO Property,
shall be without
(i) recourse of any kind (either expressed or implied) by such
Person against
the Seller and (ii) representation or warranty of any kind (either
expressed or
implied) by the Seller to or for the benefit of such Person.
(d) The fact that a Material Document Defect or Material Breach
is
not discovered until after foreclosure (but in all instances prior
to the sale
of the successor REO Property or Mortgage Loan) shall not prejudice
any claim
against the Seller for repurchase of the REO Mortgage Loan or
successor REO
Property, which claim shall be made in accordance with this Section
5. If a
court of competent jurisdiction issues a final order that the
Seller is or was
obligated to repurchase the related Mortgage Loan or the successor
REO Loan or
the Seller otherwise accepts liability, then, after the expiration
of any
applicable appeal period, but in no event later than the
termination of the
Trust pursuant to Section 9.01 of the Pooling and Servicing
Agreement, the
Seller will be obligated to pay to the Trust the difference between
(i) any
Liquidation Proceeds received upon such liquidation net of
Liquidation Expenses
and (ii) the Purchase Price; provided that the prevailing party in
such action
shall be entitled to recover from the other party all costs, fees
and expenses
(including reasonable attorneys fees) related thereto.
(e) [Reserved].
(f) It is understood and agreed that the obligations of the
Seller
set forth in Section 5(a) to cure any Material Breach or Material
Document
Defect or to repurchase the affected Mortgage Loan constitute the
sole remedies
available to the Purchaser with respect to any Breach or Document
Defect.
(g) Notwithstanding the foregoing, if there exists a Breach of
that
portion of the representation or warranty on the part of the Seller
set forth
in, or made pursuant to, paragraph 38 of Exhibit B to this
Agreement,
specifically relating to whether or not the Mortgage Loan documents
or any
particular Mortgage Loan document for any Mortgage Loan requires
the related
Mortgagor to bear reasonable costs and expenses associated with a
defeasance, as
set forth in paragraph 38 (any such costs or expenses, referred to
herein as
"Covered Costs"), then the Purchaser or its designee will direct
the Seller in
writing to wire transfer to the Custodial Account, within 90 days
of receipt of
such direction, the amount of any such reasonable costs and
expenses incurred by
the Trust that (i) otherwise would have been required to be paid by
the
Mortgagor if such representation or warranty with respect to such
costs and
expenses had in fact been true, as set forth in the related
representation or
warranty, (ii) have not been paid by the Mortgagor, (iii) are the
basis of such
Breach and (iv) constitute "Covered Costs." Upon payment of such
costs, the
Seller shall be deemed to have cured such Breach in all respects.
Provided that
such payment is made, this paragraph describes the sole remedy
available to the
Purchaser regarding any such Breach, regardless of whether it
constitutes a
Material Breach, and the Seller shall not be obligated to otherwise
cure such
Breach or repurchase the affected Mortgage Loan under any
circumstances.
(h) For so long as the Trust Fund is subject to the reporting
requirements of the Exchange Act, the Seller shall provide the
Purchaser and the
Trustee with any Additional Form 10-D Disclosure and any Additional
Form 10-K
Disclosure set forth next to the Purchaser's name on Exhibit P and
Exhibit Q of
the Pooling and Servicing Agreement within the time periods set
forth in the
Pooling and Servicing Agreement.
SECTION 6. Closing. The closing of the sale of the Mortgage
Loans
(the "Closing") shall be held at the offices of Cadwalader,
Wickersham & Taft
LLP, One World Financial Center, New York, NY 10281 at 10:00 A.M.,
New York City
time, on the Closing Date.
The Closing shall be subject to each of the following
conditions:
(a) All of the representations and warranties of the Seller set
forth in or made pursuant to Sections 3(a) and 3(b) of this
Agreement, and all
of the representations and warranties of the Purchaser set forth in
Section 4 of
this Agreement, shall be true and correct in all material respects
as of the
Closing Date;
(b) Insofar as it affects the obligations of the Seller
hereunder,
the Pooling and Servicing Agreement shall be in a form mutually
acceptable to
the Purchaser and the Seller;
(c) All documents specified in Section 7 of this Agreement (the
"Closing Documents"), in such forms as are reasonably acceptable to
the
Purchaser and the Seller, shall be duly executed and delivered by
all
signatories as required pursuant to the respective terms
thereof;
(d) The Seller shall have delivered and released to the Trustee
(or
a Custodian on its behalf), the Master Servicer and the Special
Servicer all
documents and funds required to be delivered to the Trustee, the
Master Servicer
and the Special Servicer, respectively, pursuant to Section 2 of
this Agreement;
(e) All other terms and conditions of this Agreement required to
be
complied with on or before the Closing Date shall have been
complied with in all
material respects, and the Seller shall have the ability to comply
with all
terms and conditions and perform all duties and obligations
required to be
complied with or performed after the Closing Date;
(f) The Seller shall have paid all fees and expenses payable by
it
to the Purchaser or otherwise pursuant to this Agreement; and
(g) Neither the Underwriting Agreement nor the Certificate
Purchase
Agreement shall have been terminated in accordance with its
terms.
Both parties agree to use their best efforts to perform their
respective obligations hereunder in a manner that will enable the
Purchaser to
purchase the Mortgage Loans on the Closing Date.
SECTION 7. Closing Documents. The Closing Documents shall consist
of
the following:
(a) This Agreement duly executed by the Purchaser and the
Seller;
(b) The Pooling and Servicing Agreement duly executed by the
parties
thereto;
(c) The
Indemnification Agreement duly executed by the parties
thereto;
(d) A Certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which
the Purchaser,
the Underwriters and the Initial Purchasers may rely, to the effect
that the
Seller has, in all material respects, complied with all the
agreements and
satisfied all the conditions on its part that are required under
this Agreement
to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of the Seller,
dated
the Closing Date, and upon which the Purchaser, the Underwriters
and the Initial
Purchasers may rely, to the effect that each individual who, as an
officer or
representative of the Seller, signed this Agreement, the
Indemnification
Agreement or any other document or certificate delivered on or
before the
Closing Date in connection with the transactions contemplated
herein or in the
Indemnification Agreement, was at the respective times of such
signing and
delivery, and is as of the Closing Date, duly elected or appointed,
qualified
and acting as such officer or representative, and the signatures of
such persons
appearing on such documents or certificates are their genuine
signatures, or
such other statement relating to incumbency that is acceptable to
the Purchaser,
the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct
copies of (i) the resolutions of the board of directors authorizing
the Seller's
entering into the transactions contemplated by this Agreement and
the
Indemnification Agreement, (ii) the organizational documents of the
Seller, and
(iii) a certificate of good standing of the Seller issued by the
Secretary of
State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to
customary exceptions and carveouts, dated the Closing Date and
addressed to the
Purchaser, the Underwriters, the Initial Purchasers, the Rating
Agencies and,
upon request, the other parties to the Pooling and Servicing
Agreement, together
with such other opinions of such counsel as may be required by the
Rating
Agencies in connection with the transactions contemplated
hereby;
(h) A favorable opinion of in-house counsel to the Seller,
subject
to customary exceptions and carveouts, dated the Closing Date and
addressed to
the Purchaser, the Underwriters, the Initial Purchasers, the Rating
Agencies
and, upon request, the other parties to the Pooling and Servicing
Agreement; and
(i) A letter of counsel of the Seller, subject to customary
exceptions and carveouts, dated the Closing Date and addressed to
the
Underwriters, to the effect that nothing has come to such counsel's
attention
that would lead such counsel to believe that the Prospectus
Supplement as of the
date thereof or as of the Closing Date contains, with respect to
the Seller or
the Mortgage Loans, any untrue statement of a material fact or
omits to state a
material fact necessary in order to make the statements therein
relating to the
Seller or the Mortgage Loans, in the light of the circumstances
under which they
were made, not misleading.
SECTION 8. Costs. The reasonable out-of-pocket costs and
expenses
incurred by the Seller, each other mortgage loan seller, the
Purchaser, the
Underwriters and the Initial Purchasers in connection with the
securitization of
the Mortgage Loans and the other transactions contemplated by this
Agreement,
the Underwriting Agreement and the Certificate Purchase Agreement
shall be
payable as set forth in a separate writing among such parties on
the Closing
Date.
SECTION 9. Grant of a Security Interest. The parties hereto
agree
that it is their express intent that the conveyance of the Mortgage
Loans by the
Seller to the Purchaser as provided in Section 2 hereof be, and be
construed as,
a sale of the Mortgage Loans by the Seller to the Purchaser and not
as a pledge
of the Mortgage Loans by the Seller to the Purchaser to secure a
debt or other
obligation of the Seller. However, if, notwithstanding the
aforementioned intent
of the parties, the Mortgage Loans are held to be property of the
Seller, then
it is the express intent of the parties that: (i) such conveyance
shall be
deemed to be a pledge of the Mortgage Loans by the Seller to the
Purchaser to
secure a debt or other obligation of the Seller; (ii) this
Agreement shall be
deemed to be a security agreement within the meaning of Articles 8
and 9 of the
applicable Uniform Commercial Code; (iii) the conveyance provided
for in Section
2 hereof shall be deemed to be a grant by the Seller to the
Purchaser of a
security interest in all of the Seller's right, title and interest
in and to the
Mortgage Loans, and all amounts payable to the holder of the
Mortgage Loans in
accordance with the terms thereof, and all proceeds of the
conversion, voluntary
or involuntary, of the foregoing into cash, instruments, securities
or other
property; (iv) the assignment to the Trustee of the interest of the
Purchaser in
and to the Mortgage Loans shall be deemed to be an assignment of
any security
interest created hereunder; (v) the possession by the Trustee or
any of its
agents, including, without limitation, the Custodian, of the
Mortgage Notes for
the Mortgage Loans, and such other items of property as constitute
instruments,
money, negotiable documents or chattel paper shall be deemed to be
"possession
by the secured party" for purposes of perfecting the security
interest pursuant
to Section 9-313 of the applicable Uniform Commercial Code; and
(vi)
notifications to persons (other than the Trustee) holding such
property, and
acknowledgments, receipts or confirmations from such persons
holding such
property, shall be deemed notifications to, or acknowledgments,
receipts or
confirmations from, financial intermediaries, bailees or agents (as
applicable)
of the secured party for the purpose of perfecting such security
interest under
applicable law. The Seller and the Purchaser shall, to the extent
consistent
with this Agreement, take such actions as may be necessary to
ensure that, if
this Agreement were deemed to create a security interest in the
Mortgage Loans,
such security interest would be deemed to be a perfected security
interest of
first priority under applicable law and will be maintained as such
throughout
the term of this Agreement and the Pooling and Servicing
Agreement.
SECTION 10. Notices. All notices, copies, requests, consents,
demands and other communications required hereunder shall be in
writing and
telecopied or delivered to the intended recipient at the "Address
for Notices"
specified on Schedule A hereof or, as to either party, at such
other address as
shall be designated by such party in a notice hereunder to the
other party.
Except as otherwise provided in this Agreement, all such
communications shall be
deemed to have been duly given when transmitted by telecopier or
personally
delivered or, in the case of a mailed notice, upon receipt, in each
case given
or addressed as aforesaid.
SECTION 11. Representations, Warranties and Agreements to
Survive
Delivery. All representations, warranties and agreements contained
in this
Agreement, incorporated herein by reference or contained in the
certificates of
officers of the Seller submitted pursuant hereto, shall remain
operative and in
full force and effect and shall survive delivery of the Mortgage
Loans by the
Seller to the Purchaser (and by the Purchaser to the Trustee) until
the
termination of the Pooling and Servicing Agreement pursuant to the
terms
thereof.
SECTION 12. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is
prohibited or
which is held to be void or unenforceable shall be ineffective to
the extent of
such prohibition or unenforceability without invalidating the
remaining
provisions hereof. Any part, provision, representation, warranty or
covenant of
this Agreement that is prohibited or unenforceable or is held to be
void or
unenforceable in any particular jurisdiction shall, as to such
jurisdiction, be
ineffective to the extent of such prohibition or unenforceability
without
invalidating the remaining provisions hereof, and any such
prohibition or
unenforceability in any particular jurisdiction shall not
invalidate or render
unenforceable such provision in any other jurisdiction. To the
extent permitted
by applicable law, the parties hereto waive any provision of law
which prohibits
or renders void or unenforceable any provision hereof.
SECTION 13. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but
which together
shall constitute one and the same agreement.
SECTION 14. GOVERNING LAW; CONSENT TO JURISDICTION. THIS
AGREEMENT
WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF
NEW YORK, APPLICABLE TO AGREEMENTS NEGOTIATED, MADE AND TO BE
PERFORMED ENTIRELY
IN SAID STATE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE
LAW, THE SELLER
AND THE PURCHASER 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 15. Further Assurances. The Seller and the Purchaser
agree
to execute and deliver such instruments and take such further
actions as the
other party may, from time to time, reasonably request in order to
effectuate
the purposes and to carry out the terms of this Agreement.
SECTION 16. Successors and Assigns. The rights and obligations
of
the Seller under this Agreement shall not be assigned by the Seller
without the
prior written consent of the Purchaser, except that any person into
which the
Seller may be merged or consolidated, or any corporation resulting
from any
merger, conversion or consolidation to which the Seller is a party,
or any
person succeeding to all or substantially all of the business of
the Seller,
shall be the successor to the Seller hereunder. The Purchaser has
the right to
assign its interest under this Agreement, in whole or in part, as
may be
required to effect the purposes of the Pooling and Servicing
Agreement, and the
assignee shall, to the extent of such assignment, succeed to the
rights and
obligations hereunder of the Purchaser. Subject to the foregoing,
this Agreement
shall bind and inure to the benefit of and be enforceable by the
Seller, the
Purchaser, and their respective successors and permitted
assigns.
SECTION 17. Amendments. No term or provision of this Agreement
may
be waived or modified unless such waiver or modification is in
writing and
signed by a duly authorized officer of the party against whom such
waiver or
modification is sought to be enforced. The Seller's obligations
hereunder shall
in no way be expanded, changed or otherwise affected by any
amendment of or
modification to the Pooling and Servicing Agreement, unless the
Seller has
consented to such amendment or modification in writing.
<PAGE>
IN WITNESS WHEREOF, the Seller and the Purchaser have caused
their
names to be signed hereto by their respective duly authorized
officers as of the
date first above written.
SELLER
CITIGROUP GLOBAL MARKETS REALTY CORP.
By: /s/ Angela J. Vleck
------------------------------------
Name: Angela J. Vleck
Title: Authorized Signatory
By:
------------------------------------
Name:
Title:
PURCHASER
CWCAPITAL COMMERCIAL FUNDING CORP.
By: /s/ Robert Restrick
------------------------------------
Name: Robert Restrick
Title: Senior Vice President
<PAGE>
SCHEDULE A
Notices
Seller:
Address for Notices:
Citigroup Global Markets Realty Corp.
388 Greenwich Street,
New York, New York 10013
Attention: Angela Vleck
Purchaser:
Address for Notices:
CWCapital Commercial Funding Corp.
One Charles River Place
63 Kendrick Street
Needham, Massachusetts
02494
Attention: Craig Lieberman
<PAGE>
EXHIBIT A
Mortgage Loan Schedule
<TABLE>
<CAPTION>
Mortgage Loan Number Property Name
--------------------
------------------------------------------
<S>
<C>
1 Ala Moana
Portfolio
1.001 Ala Moana
Center
1.002 Ala Moana
Building
1.003 Ala Moana
Pacific Center
1.004 Ala Moana
Plaza
3 Prime Retail
Outlets Portfolio
3.001 Queenstown
Outlet
3.002 Pismo
Beach Outlet
4 ShopKo
Portfolio
4.001 10808
South 132nd Street
4.002 700 Pilgrim Way
4.003 1717
Lawrence Drive
4.004 301 Bay
Park Square
4.005 55 Lake
Boulevard
4.006 217 West
Ironwood Drive
4.007 1001 East
Gowen Road
4.008 801 West
Central Entrance (Highway 53)
4.009 4161
Second Street South (Highway 23)
4.01 7401
Mineral Point Road
4.011 1000 West
Northland Avenue
4.012 2201 Zeier
Road
4.013 1850
Madison Avenue
4.014 2820
Highway 63 South
4.015 3708
Highway 63 North
4.016 3200
Broadway Street
4.017 2430 East
Mason Street
4.018 867 North
Columbia Center Boulevard
4.019 14445 West
Center Road
4.02 5646 North
90th Street
4.021 616 West
Johnson Street
4.022 1150 West
Washington Street
4.023 1601 West
41st Street
4.024
1845 Haines
Avenue
4.025 699 Green
Bay Road
4.026 955 West
Clairemont Avenue
4.027 1100 East
Riverview Expressway
4.028 2510 South
Reserve Street
4.029 1300
Koeller Street
4.03 800 East
Maes Street
4.031 North 9520
Newport Highway
4.032 4801
Washington Avenue
4.033 4515 South
Regal Street
4.034 1306 North
Central Avenue
4.035 2500 US
Highway 14
4.036 1209 18th
Avenue Northwest
4.037 501
Highway 10 Southeast
4.038 1400 Big
Thunder Boulevard
4.039 2101 West
Broadway
4.04 2208 North
Webb Road
4.041 5300 52nd
Street
4.042 905 South
24th Street West
4.043 701 South
Church Street
4.044 1964 West
Morton Avenue
4.045 4200 South
27th Street
4.046 1710 South
Main Street
4.047 1578
Appleton Road
4.048 2761
Prairie Avenue
4.049 9366 State
Highway 16
4.05 2602 Shopko
Drive
4.051 518 South
Taylor Drive
4.052 1553 West
9000 South
4.053 2290 South
1300 East
4.054 405
Cottonwood Drive
4.055 5801
Summit View Avenue
4.056 1900 North
Main Street
4.057 1771
Wisconsin Avenue
4.058 4344
Mormon Coulee Road (State Highway 14)
4.059 1200 Susan
Drive
4.06 2677 South
Prairie View Road
4.061 230 North
Wisconsin Street
4.062 3415
Calumet Avenue
4.063 700 9th
Avenue Southeast
4.064 1105 East
Grand Avenue
4.065 1200 Main
Street (State Highway 10)
4.066 125 Main
Street
4.067 190 South
500 West
4.068 500 North
Highway 281
4.069 301
Northwest Bypass
4.07 3101 North
Montana Avenue
4.071 South 1450
Grand Avenue
4.072 500 South
Carpenter Avenue
4.073 4060
Riverdale Road
4.074 615 South
Monroe
4.075 1150 North
Main Street
4.076 2655
Broadway Avenue
4.077 4850 West
3500 South
4.078 1001 South
Highway 15 (State Street)
4.079 1450 East
Geneva Street
4.08 601 Galvin
Road South
4.081 1018
Washington Boulevard
4.082 1777
Paulson Road
4.083 405 West
8th Street
4.084 2610 North
Bridge Avenue
4.085 2005
Krenzien Drive
4.086 510 East
Philip Avenue
4.087 2530 First
Avenue North
4.088 1755 North
Humiston Avenue
4.089 2100
Caldwell Boulevard
4.09 900 West
Memorial Drive
4.091 2741
Roosevelt Street
4.092 2266 North
University Parkway
4.093 1649 Pole
Line Road East
4.094 320 County
Road O
4.095 4215
Yellowstone Highway
4.096 800 East
17th Street
4.097 1350 North
Galena Avenue
4.098 1600 Rose
Street
4.099 2530
Rudkin Road
4.1 555 West
South Street
4.101 955 North
Main Street
4.102 1341 North
Main Street
4.103 747 South
Main Street
4.104 1425
Janesville Avenue
4.105 2120 Thain
Grade
4.106 3705
Monroe Road
4.107 2585
Lineville Road
4.108 1190 North
6th Street
4.109 1450 West
Main Avenue
4.11 East 13414
Sprague Avenue
4.111 313 North
Roosevelt Avenue
4.112 1011 North
Wisconsin Street
17 Seattle
SpringHill Suites
36 Mountain
Shadow Apartments
42 Royal Oaks
Apartments
45 Auburn
Distribution Center
46 Springs
Industries Portfolio 2
46.001 Springs
Industries Fort Mill EO
46.002 Springs
Industries Fort Mill CDC
46.003 Springs
Industries Lancaster
48 One Pacific
Place
56 Dover
Farms
57 Triad Center
I
58 Willow's
Lodge
63 Vistas at
Lake Worth
75 The Plaza at
Avery Ranch
77 Village
Medical Park
84 Regency
Towers
87 Sharpstown
Garden Apartments
89 Newport
Superior Medical Bldg
91 New Stanton
Technology Park
101
HCA-SunTrust
102 San
Mateo
112 Linens 'N
Things
127 5405 Data
Court
<CAPTION>
Mortgage Loan Number Address
City
State Zip
Code
--------------------
------------------------------------------ ----------------
-------
--------
<S>
<C>
<C>
<C>
<C>
1 Various
Honolulu
HI 96814
1.001 1450 Ala
Moana Boulevard
Honolulu
HI 96814
1.002 1441
Kapiolani Boulevard
Honolulu
HI 96814
1.003 1585
Kapiolani Boulevard
Honolulu
HI 96814
1.004
451 Piikoi
Street
Honolulu
HI 96814
3 Various
Various
Various
Various
3.001 441 Outlet
Center Drive
Queenstown
MD 21658
3.002 333 Five
Cities Drive
Pismo Beach
CA 93449
4 Various
Various
Various
Various
4.001 10808
South 132nd Street
Omaha
NE 68138
4.002 700
Pilgrim Way
Green Bay
WI 54304
4.003 1717
Lawrence Drive
De Pere
WI 54115
4.004 301 Bay
Park Square
Ashwaubenon
WI 54304
4.005 55 Lake
Boulevard
Redding
CA 96003
4.006 217 West
Ironwood Drive
Coeur D'Alene
ID 83814
4.007 1001 East
Gowen Road
Boise
ID 83716
4.008 801 West
Central Entrance (Highway 53)
Duluth
MN 55811
4.009 4161
Second Street South (Highway 23)
Saint Cloud
MN 56301
4.01 7401
Mineral Point Road
Madison
WI 53717
4.011 1000 West
Northland Avenue
Appleton
WI 54914
4.012 2201 Zeier
Road
Madison
WI 53704
4.013 1850
Madison Avenue
Mankato
MN 56001
4.014 2820
Highway 63 South
Rochester
MN 55904
4.015 3708
Highway 63 North
Rochester
MN 55906
4.016 3200
Broadway Street
Quincy
IL 62301
4.017 2430 East
Mason Street
Green Bay
WI
54302
4.018 867 North
Columbia Center Boulevard
Kennewick
WA 99336
4.019 14445 West
Center Road
Omaha
NE 68144
4.02 5646 North
90th Street
Omaha
NE 68134
4.021 616 West
Johnson Street
Fond du Lac
WI 54935
4.022 1150 West
Washington Street
Marquette
MI 49855
4.023 1601 West
41st Street
Sioux Falls
SD 57105
4.024 1845
Haines Avenue
Rapid City
SD 57701
4.025 699 Green
Bay Road
Neenah
WI 54956
4.026 955 West
Clairemont Avenue
Eau Claire
WI 54701
4.027 1100 East
Riverview Expressway
Wisconsin Rapids
WI 54494
4.028 2510 South
Reserve Street
Missoula
MT 59801
4.029 1300
Koeller Street
Oshkosh
WI 54902
4.03 800 East
Maes Street
Kimberly
WI 54136
4.031 North 9520
Newport Highway
Spokane
WA 99218
4.032 4801
Washington Avenue
Racine
WI 53406
4.033 4515 South
Regal Street
Spokane
WA 99223
4.034 1306 North
Central Avenue
Marshfield
WI 54449
4.035 2500 US
Highway 14
Janesville
WI 53545
4.036 1209 18th
Avenue Northwest
Austin
MN 55912
4.037 501
Highway 10 Southeast
Saint Cloud
MN 56304
4.038 1400 Big
Thunder Boulevard
Belvidere
IL 61008
4.039 2101 West
Broadway
Monona
WI 53713
4.04 2208 North
Webb Road
Grand Island
NE 68803
4.041 5300 52nd
Street
Kenosha
WI 53144
4.042 905 South
24th Street West
Billings
MT 59102
4.043 701 South
Church Street
Watertown
WI 53094
4.044 1964 West
Morton Avenue
Jacksonville
IL 62650
4.045 4200 South
27th Street
Lincoln
NE 68502
4.046 1710 South
Main Street
West Bend
WI
53095
4.047 1578
Appleton Road
Menasha
WI 54952
4.048 2761
Prairie Avenue
Beloit
WI 53511
4.049 9366 State
Highway 16
Onalaska
WI 54650
4.05 2602 Shopko
Drive
Madison
WI 53704
4.051 518 South
Taylor Drive
Sheboygan
WI 53081
4.052 1553 West
9000 South
West Jordan
UT 84088
4.053 2290 South
1300 East
Salt Lake City
UT 84106
4.054 405
Cottonwood Drive
Winona
MN 55987
4.055 5801
Summit View Avenue
Yakima
WA 98908
4.056 1900 North
Main Street
Mitchell
SD 57301
4.057 1771
Wisconsin Avenue
Grafton
WI 53024
4.058 4344
Mormon Coulee Road (State Highway 14) La Crosse
WI 54601
4.059 1200 Susan
Drive
Marshall
MN 56258
4.06 2677 South
Prairie View Road
Chippewa Falls
WI 54729
4.061 230 North
Wisconsin Street
De Pere
WI 54115
4.062 3415
Calumet Avenue
Manitowoc
WI 54220
4.063 700 9th
Avenue Southeast
Watertown
SD 57201
4.064 1105 East
Grand Avenue
Rothschild
WI 54474
4.065 1200 Main
Street (State Highway 10)
Stevens Point
WI 54481
4.066 125 Main Street
Hutchinson
MN 55350
4.067 190 South
500 West
West Bountiful
UT 84010
4.068 500 North
Highway 281
Aberdeen
SD 57401
4.069 301
Northwest Bypass
Great Falls
MT 59404
4.07 3101 North
Montana Avenue
Helena
MT 59602
4.071 South 1450
Grand Avenue
Pullman
WA 99163
4.072 500 South
Carpenter Avenue
Kingsford
MI 49802
4.073 4060
Riverdale Road
Riverdale
UT 84405
4.074 615 South
Monroe
Mason City
IA 50401
4.075 1150 North
Main Street
Layton
UT 84041
4.076 2655
Broadway Avenue
Boise
ID 83706
4.077 4850 West
3500 South
West Valley City
UT 84120
4.078 1001 South Highway 15 (State
Street)
Fairmont
MN 56031
4.079 1450 East
Geneva Street
Delavan
WI 53115
4.08 601 Galvin
Road South
Bellevue
NE 68005
4.081 1018
Washington Boulevard
Ogden
UT 84404
4.082 1777
Paulson Road
River Falls
WI 54022
4.083 405 West
8th Street
Monroe
WI 53566
4.084 2610 North
Bridge Avenue
Albert Lea
MN 56007
4.085 2005
Krenzien Drive
Norfolk
NE 68701
4.086 510 East
Philip Avenue
North Platte
NE 69101
4.087 2530 First
Avenue North
Escanaba
MI 49829
4.088 1755 North
Humiston Avenue
Worthington
MN 56187
4.089 2100
Caldwell Boulevard
Nampa
ID 83651
4.09 900 West
Memorial Drive
Houghton
MI 49931
4.091 2741
Roosevelt Street
Marinette
WI 54143
4.092 2266 North
University Parkway
Provo
UT 84604
4.093 1649 Pole
Line Road East
Twin Falls
ID 83301
4.094 320 County
Road O
Rice Lake
WI 54868
4.095
4215 Yellowstone
Highway
Chubbuck
ID 83202
4.096 800 East
17th Street
Idaho Falls
ID 83404
4.097 1350 North
Galena Avenue
Dixon
IL 61021
4.098 1600 Rose
Street
Walla Walla
WA 99362
4.099 2530
Rudkin Road
Union Gap
WA 98903
4.1 555 West
South Street
Freeport
IL 61032
4.101 955 North
Main Street
Spanish Fork
UT 84660
4.102 1341 North
Main Street
Logan
UT 84341
4.103 747 South
Main Street
Brigham City
UT 84302
4.104 1425
Janesville Avenue
Fort Atkinson
WI 53538
4.105 2120 Thain
Grade
Lewiston
ID 83501
4.106 3705
Monroe Road
Ledgeview
WI 54115
4.107 2585
Lin
