exv10w2






Exhibit 10.2




FORM OF LOAN ORIGINATION AGREEMENT




     THIS LOAN ORIGINATION AGREEMENT (this “Agreement”) is entered into as of the ___day
of                                         , 2010 (the “Effective Date”), by and between CM REIT, Inc., a
Maryland corporation (“CMR”), CM Capital Services, LLC, a Nevada limited liability company
(“CMCS”) and for the purposes of Paragraphs I and J of Article I hereof, CM Group, LLC, a
Delaware limited liability company (“Parent”).



RECITALS:




     WHEREAS, CMCS is regularly and actively engaged in the business of arranging for the financing
of and servicing mortgage loans for the acquisition of, development of, and construction on real
estate (collectively, “Mortgage Loans”);



     WHEREAS, CMR is a real estate investment trust that originates and invests in, among other
things, Mortgage Loans; and



     WHEREAS, CMCS and CMR desire to enter into this Agreement to set forth certain rights and
obligations between the parties regarding the origination and servicing of Mortgage Loans by CMCS
and the funding of Mortgage Loans by CMR.



     NOW, THEREFORE, in consideration of the foregoing and of the mutual premises hereinafter
expressed, the parties hereto do mutually agree as follows:



ARTICLE I. FUNDING PROCESS.




     A. CMCS shall continue to originate Mortgage Loans in accordance with its historical
practices. CMCS shall send a weekly report (a “Mortgage Loan Report”) to CMR presenting in
reasonable detail Mortgage Loans identified by CMCS and that CMCS believes satisfy the investment
criteria of CMR and are appropriate for investment by CMR (each, a “Potential Qualifying
Loan”). CMR shall then have a period of two (2) business days from the date of such notice (an
“Initial Election Period”) to elect to fund all or a portion of those Potential Qualifying
Loans by delivering written notice to CMCS (each, a “Preliminary Funding Notice”). Each
Preliminary Funding Notice shall constitute an offer by CMR to fund all or the specified portion of
each Potential Qualifying Loan listed in such Preliminary Funding Notice upon the terms and
conditions set forth in the Mortgage Loan Report as modified by any requested changes set forth in
such Preliminary Funding Notice, with such changes thereto as CMR shall deem appropriate for its
funding thereof. If CMR fails to deliver a Preliminary Funding Notice to CMCS prior to the
expiration of the Initial Election Period, or if the Preliminary Funding Notices delivered by CMR
does not include all of the Potential Qualifying Loans listed on the Mortgage Loan Report, then
CMCS may arrange for the funding of all or any such portion, as the case may be, of the remaining
Potential Qualifying Loans set forth in the applicable Mortgage Loan Report that were not selected
by CMR through one or more other investment programs sponsored by Parent (each, a “Competitive
Program”) or third parties.



 









 





     B. No later than two (2) business days after its receipt of a Preliminary Funding Notice (an
“Election Period”), CMCS may elect to accept any changes set forth in the applicable
Preliminary Funding Notice that CMR requests be made to the terms of any Potential Qualifying
Loan listed in such Preliminary Funding Notice. If CMCS rejects any of the modified terms
requested by CMR, it may withdraw from the Preliminary Funding Notices each Potential Qualifying
Loan with respect to which modified terms were requested and shall permit CMR to fund all or the
specified portion of any remaining Potential Qualifying Loans listed on the Preliminary Funding
Notices. If CMCS agrees to all modified terms requested by CMR in a Preliminary Funding Notice,
then CMCS shall permit CMR to fund all or the specified portion of the Potential Qualifying Loan
listed in the Preliminary Funding Notice upon the modified terms requested by CMR.



     C. CMCS may freely arrange for the funding of any Potential Qualifying Loan that was set forth
in a Mortgage Loan Report or portion thereof that CMR did not elect to fund or as to which any
modified terms set forth in the Preliminary Funding Notice were not accepted by CMCS.



     D. For any and all Mortgage Loans that CMR should choose to fund, as soon as available
following the delivery of a Preliminary Funding Notice, CMCS shall deliver to CMR the due diligence
materials, reports and documents described in Attachment “B” hereto (the “Specified
Materials”) relating to the Mortgage Loan to be funded, participated in or purchased by CMR
then in the possession of CMCS. Upon receipt of all Specified Materials, CMR shall have three (3)
business days to review and approve or object in writing to the Specified Materials received. In
addition, CMCS shall provide CMR with any additional documents and other information that CMR may
reasonably request with respect to any Mortgage Loan to be funded by CMR hereunder. It shall be a
condition to the obligation of CMR to fund any Mortgage Loan at a Closing (hereinafter defined)
that CMCS shall have timely provided to CMR all of the Specified Materials (and any other documents
and other information reasonably requested by CMR). In the event that with respect to any Mortgage
Loan, (i) CMR does not approve the Specified Materials initially delivered to CMR, or (ii) the
Specified Materials received by CMR thereafter do not support or conform to the representations and
description of the Mortgage Loan provided by CMCS to CMR in the Mortgage Loan Report, including,
without limitation, the borrower, loan amount, collateral type, ownership, appraised value, lien
priority and environmental condition, CMR shall have no obligation to fund such Mortgage Loan at a
Closing.



     E. Each closing of a funding of a Mortgage Loan by CMR hereunder (each, a “Closing”)
shall take place at the principal offices of CMR, at the address specified in Article XII hereof,
on the business day specified as the closing date for the applicable Mortgage Loan in the
applicable Mortgage Loan Report. At each Closing, CMCS shall arrange for the execution and
delivery to CMR of a standard set of investment documents, in form and substance reasonably
acceptable to CMR (and shall provide CMR with customary representations and warranties as well as
adequate assurances that such Mortgage Loans are valid and enforceable obligations of the
respective borrowers and that no default, event of default, or similar event has occurred of which
Consolidate Mortgage could reasonably be expected to be aware with respect to such Mortgage Loans).
At each Closing, unless otherwise agreed upon by the parties, CMR shall fund all or the specified
portion of each Mortgage Loan in the applicable amount payable in immediately available funds.



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     F. CMR may, at its election, request periodic accounting and other financial records from CMCS
that demonstrate its compliance with this Agreement. Any proprietary information and associated
products, copyrights, trademarks and logos developed by parties to this Agreement shall remain the
property of the party which developed them.



     G. Each party hereto shall, in a professional manner, take all steps reasonably necessary to
perform its duties hereunder.



     H. In addition to the other matters set forth in this Article I, the parties agree to the
covenants and other matters set forth in Attachment “A” hereto, which are incorporated by reference
as if fully set forth herein.



     I. As promptly as possible but in any event within thirty (30) days (or such later date as the
parties may agree) after (i) any person or entity engaged in the business of originating or
brokering commercial loans becomes an Affiliate (as defined in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act of 1934, as amended) of Parent and/or CMCS, or (ii)
any Affiliate of Parent and/or CMCS becomes engaged in the business of originating or brokering
commercial loans, Parent shall provide CMR with written notice thereof setting forth information in
reasonable detail describing the business of such person or entity and shall, if requested by CMR,
within thirty (30) days after the date of such notice, cause each such person or entity to deliver
to CMR a joinder agreement in form and substance reasonably acceptable to CMR pursuant to which
such person or entity becomes a party to and agrees to be bound by the terms and provisions of this
Agreement.



     J. Subject to the rotation process described in this Paragraph J, each investment opportunity
in a Potential Qualifying Loan will be offered by CMCS to CMR, to the extent that CMR then has
available capital in an amount sufficient to allow CMR to participate in such investment
opportunity. CMCS may also offer certain Mortgage Loans it has identified as satisfying the
investment criteria of a Competitive Program and appropriate for investment by such Competitive
Program to such Competitive Program to the extent that such Competitive Program then has sufficient
funds to allow the Competitive Program to participate in such Mortgage Loans. However, if the
Parent’s investment committee determines that any Potential Qualifying Loan satisfies the
investment criteria of CMR and one or more Competitive Programs and CMR and each such Competitive
Program then has sufficient capital to invest in such Potential Qualifying Loan, then each such
Potential Qualifying Loan, shall be subject to a rotation process that gives CMR and all applicable
Competitive Programs sequential opportunities to be presented and acquire Potential Qualifying
Loans. This rotation process shall continue such that CMR or a Competitive Program shall in turn
be offered each Potential Qualifying Loan investment opportunity. The foregoing rotation process
shall apply regardless of the number of applicable Competitive Programs, such that each has a fair
and equitable opportunity, in an orderly and consistent rotation, to evaluate an applicable
Potential Qualifying Loan. The foregoing notwithstanding, if the party next-in-line declines a
Potential Qualifying Loan, then such Potential Qualifying Loan shall be presented to the
next-in-line after the declining party, provided, that the failure by CMR or any
Competitive Program to accept a Potential Qualifying Loan shall not affect its right to be offered
any future Potential Qualifying Loan in accordance with the rotation process described in this
Paragraph J (it being understood that CMR or a Competitive Program that declines to accept a
Potential Qualifying Loan goes to



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the end of the rotation line behind all other applicable rotating parties). Parent’s
investment committee shall allocate Mortgage Loan investment opportunities among CMR and all other
Competitive Programs first, in accordance with the investment criteria that is best satisfied by
the Mortgage Loan and second, pursuant to the foregoing rotation policy. To the extent that any
investment opportunity does not satisfy CMR’s investment criteria, such investment opportunity
shall not be subject to the rotation process described in this Paragraph J and CMCS may present
such Mortgage Loan investment opportunity to any other Competitive Programs without presenting it
to CMR.




ARTICLE II. CONTINUING OBLIGATIONS OF CMCS.




     CMCS agrees to comply with all applicable regulations and statutes affecting licensing status,
and/or the origination and processing of Mortgage Loans. CMCS further agrees to properly supervise
any agents or employees of CMCS which directly or indirectly handle any phase of origination or
processing of its Mortgage Loans. CMCS shall immediately notify CMR of any claims, administrative
proceedings or actions by a government or private entity, which could affect CMCS’ status as a
licensed entity. CMCS shall notify CMR in writing of any changes in its ownership structure or its
address for notice within thirty (30) business days of such change. Furthermore, CMCS does hereby
represent and warrant that it is solvent and has adequate financial capitalization to properly
engage in the business of originating and processing Mortgage Loans. CMCS shall immediately notify
CMR should CMCS become insolvent, incur claims or obligations which could make it insolvent, or
experience a material change in its financial condition that could impair its ability to perform
under this Agreement.



ARTICLE III. CMCS WARRANTIES.





	 	 	CMCS hereby represents and warrants to CMR:






	 	(a)	 	No Untrue Statements: None of the statements or information contained
in any Mortgage Loan package, to the best of CMCS’ knowledge after a reasonable
investigation with due diligence, will contain any untrue or erroneous statement, and
CMCS shall not omit any facts material to any Mortgage Loan package.
	 
	 	(b)	 	Duly Licensed and Authorized: CMCS is duly licensed under the laws of
the state of operation and possesses all necessary licenses, permits and authority to
engage in the activities contemplated by this Agreement. CMR may require CMCS to
provide copies of such licenses or permits upon renewal. If CMCS originates any loans
outside the state where it is physically located, CMCS warrants that it has obtained
the required state agency approvals, territorial authority, and/or license to originate
such loans, and will provide such upon request.
	 
	 	(c)	 	Regulatory Compliance: CMCS will comply with all applicable federal,
state and local laws and regulations with respect to its business activities and all
loans, including all anti-predatory lending laws. Specifically, in connection
therewith,
CMCS has given all applicable required local, state, federal and/or agency
disclosures to borrowers with respect to any loan.




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	 	(d)	 	No Other Fees: Except as otherwise disclosed to CMR in writing, prior
to the funding of any transaction by CMR, CMCS shall not receive any direct or indirect
payment or consideration from any third-party with respect to the transaction,
including, but in no way limited to, payments involving escrow, appraisal or sale.
	 
	 	(e)	 	No Pending Suits: Unless otherwise disclosed to CMR in writing, there
is not pending or threatened any suit, action, arbitration or legal, administrative or
other proceeding or governmental investigation (including any allegation of fraud)
against CMCS or its current or former owners, agents, or employees that could have a
material adverse effect on CMCS’ business, assets, financial condition, or reputation.
	 
	 	(f)	 	Borrower Processing: No borrower shall have had in his or her direct
or indirect possession or control any credit, income or deposit verification document
submitted to CMR with respect to any loan.
	 
	 	(g)	 	Corporate Good Standing: CMCS is a duly organized and validly existing
entity that is in good standing under the applicable laws and regulations of its state
of organization, all jurisdictions in which it conducts business and the United States
of America. CMCS has the requisite power, authority and capacity, corporate or
otherwise, to execute and deliver this Agreement and perform its obligations hereunder.
At any time, with reasonable notice, CMR may require CMCS to provide copies of CMCS’
corporate or other organization documents.
	 
	 	(h)	 	No Violations of Law: CMCS’ execution and delivery of this Agreement,
and performance hereunder, does not and will not violate any law, rule or regulation
(federal, state or local); any order, writ, judgment, injunction, decree, determination
or award; or any other agreement or instrument to which Seller is a party or by which
it may be bound or affected. This warranty applies whether any of the above are
presently effective or known by CMCS to become effective.
	 
	 	(i)	 	Fair Lending Statement: CMCS acknowledges that it does not
discriminate against applicants on the basis of age, race, color, gender, ethnic
background, national origin, religion, marital status, familial status, veteran status,
handicap, sexual orientation, receipt of public assistance, because rights have been
exercised under the Consumer Credit Protection Act, or any other prohibited basis.





ARTICLE IV. PERIOD OF PERFORMANCE.




     This Agreement shall be effective as of the Effective Date and its initial term shall expire
on the one-year anniversary of the Effective Date unless any party gives written notice of
termination to the other party at least 90 days prior to the scheduled date of expiration. If no
notice of termination is given by either party, this Agreement shall be automatically renewed for



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successive one-year periods. Notwithstanding the foregoing, this Agreement shall be earlier
terminated (x) at any time by mutual agreement of the parties, or (y) at any time by CMR or CMCS
upon thirty (30) days’ advance written notice after an event constituting “cause” has occurred with
respect to the other party. For purposes of this Agreement “cause” means a judgment by a court of
competent jurisdiction that the subject party has committed fraud either against third parties or
against the other party to this Agreement; the bankruptcy, insolvency or dissolution of the subject
party; or the material breach of this Agreement by the subject party (that is not cured by the
subject party within 30 days after receipt of written notice). Time is of the essence in the
performance of the obligations under this Agreement.




ARTICLE V. MANAGEMENT.




     Each party shall designate a partner, officer or other senior person to be responsible for the
overall administration of such party’s responsibilities under this Agreement. Neither party shall
have management authority over the other outside the scope and performance of this Agreement.



ARTICLE VI. CONFIDENTIAL INFORMATION.




     CMCS acknowledges and agrees that in the course of the performance of this Agreement or
additional services pursuant to this Agreement, it may be given access to, or come into possession
of, confidential information of CMR, which information may contain trade secrets, proprietary data
or other confidential material of CMR. CMCS agrees, during the term of this Agreement, to hold in
confidence and, except as provided herein, not publish or disclose to any third parties any of
CMR’s Confidential Information (hereinafter defined) without the prior consent of CMR. CMCS agrees
to use the same degree of care (and in any event not less than reasonable care) to safeguard the
confidentiality of the Confidential Information that it uses to protect its own secret information.
CMCS agrees to limit any disclosure of the Confidential Information only to those of its affiliates
and its and its affiliates’ employees, directors, officers and outside professional advisors who
have a need to know and to advise such persons of Capital Service’s obligations under this
Agreement. Notwithstanding anything in this Agreement to the contrary, each party hereto agrees
that any party to this Agreement (and any person or entity to which Confidential Information is
disclosed by a party as permitted hereby) may disclose to (without limitation) its: (i) regulators;
(ii) auditors; and (iii) persons or entities who need to know the tax treatment and tax structure
of the transactions contemplated by this Agreement, and all materials of any kind (including
opinions or other tax analyses) related to such tax treatment and tax structure.



     The term “Confidential Information” shall include all financial, marketing and other
information concerning the Mortgage Loans and CMR which CMR discloses to CMCS in connection with
this Agreement or otherwise. Confidential Information shall not include, and the parties agree
that this Agreement is not intended to restrict use or disclosure of, any portion of such
information which:




     is now or later made known to the public through no default by CMCS of its obligations
under this Agreement;



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     is received by CMCS from a third party provided CMCS has no actual knowledge such third
party is breaching an obligation of confidentiality to CMR in providing such information to
CMCS;




     is independently developed by CMCS by persons who did not have access to Confidential
Information of CMR;




     is disclosed by CMCS after receipt of written permission from CMR; or




     is required to be disclosed by law, order or regulation of a governmental agency or
court of competent jurisdiction.



ARTICLE VII. NO PARTNERSHIP.




     Nothing herein contained shall be construed to imply a joint venture, partnership or
principal-agent relationship between CMR and CMCS, and neither party shall have the right, power or
authority to obligate or bind the other in any manner whatsoever, except as otherwise agreed to in
writing. The parties do not contemplate a sharing of profits relating to the business of CMR or
CMCS so as to create a separate taxable entity under Section 761 of the Internal Revenue Code of
1986, as amended, nor co-ownership of a business or property so as to create a separate partnership
under the law of any jurisdiction, including, without limitation, the state of Nevada or Maryland.
Revenues and expenses relating to the Mortgage Loans hereunder and any activities relating thereto
shall be reported separately by the parties for tax purposes. This provision does not eliminate
the possibility that the parties may enter into various revenue or equity sharing agreements with
regard to any Mortgage Loans that the parties may consider on a case by case basis. During the
performance of any of the contemplated business activities set forth herein, CMR’s employees, if
any, will not be considered employees of CMCS, and vice versa, within the meaning or the
applications of any federal, state or local laws or regulations including, but not limited to, laws
or regulations covering unemployment insurance, retirement or medical benefits, worker’s
compensation, industrial accident, labor or taxes of any kind.



ARTICLE VIII. TRADEMARK, TRADE NAME AND COPYRIGHTS.




     This Agreement does not give any party any ownership rights or interest in another party’s
trade name, trademarks or copyrights.



ARTICLE IX. ADDITIONAL CMCS WARRANTIES.




     CMCS represents and warrants that all Mortgage Loans submitted to CMR shall meet the following
conditions, in addition to any other requirements set out in this Agreement:




	 	(a)	 	Appraisers:






	 	a.	 	CMCS warrants that the appraiser’s compensation was not
affected by the approval or disapproval of the loan, or contingent upon
returning a minimum appraised value.




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	 	b.	 	CMCS reserves the right to refuse appraisals from any appraiser
or appraisal firm whose work has been deemed unacceptable in CMR’s sole
discretionary judgment.






	 	(b)	 	CMCS shall execute all documentation required to close and fund loans to be
purchased by CMR, including, if applicable, the assignment of the loans transferring
and assigning to CMR all right, title and interest in and to said loans, free and clear
of any and all claims, charges, defenses, offsets, demands, or encumbrances of any kind
whatsoever.
	 
	 	(c)	 	The Note and Security Instrument executed in connection with a Mortgage Loan
shall not be modified without CMR’s prior written permission. All documents affecting
said Mortgage Loan shall be genuine and each shall be legal, valid and binding upon
borrowers.
	 
	 	(d)	 	CMR may fund a Mortgage Loan and may temporarily withhold CMCS’ compensation
until all funding conditions have been met.
	 
	 	(e)	 	A Mortgage Loan shall not be subject to any right of rescission, offset,
counterclaim or defense, including the defense of usury.





ARTICLE X. INDEMNIFICATION.




     Each of CMR and CMCS, at its own expense, shall indemnify, defend and hold the other, its
partners, members, shareholders, directors, officers, employees and agents harmless from and
against any and all third-party suits, actions, investigations and proceedings, and related costs
and expenses (including, reasonable attorney’s fees), resulting solely and directly from the
indemnifying party’s gross negligence, willful misconduct or material breach of this Agreement.
Neither CMR nor CMCS shall be required hereunder to defend, indemnify or hold harmless the other or
its partners, shareholders, directors, officers, employees and agents, or any of them, from any
liability resulting from the gross negligence, willful misconduct or material breach of this
Agreement by the party seeking indemnification or by any third party. Each of CMR and CMCS agrees
to give the other prompt written notice of any claim or other matter as to which it believes this
indemnification provision is applicable.



ARTICLE XI. INTELLECTUAL PROPERTY.




     Work performed pursuant to this Agreement by either CMR or CMCS and information, materials,
products and deliverables developed in connection with business endeavors pursuant to this
Agreement shall be the property of the respective parties performing the work or creating the
information. All underlying methodology utilized by CMCS and CMR, which was created or developed
prior to the date of this Agreement and utilized in the course of performing their duties pursuant
to this Agreement, shall not become the property of the other.



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ARTICLE XII. GENERAL PROVISIONS.




     A. Entire Agreement. This Agreement, together with the Attachments hereto and all
documents executed in connection herewith or incorporated by reference herein, constitutes the
entire and sole agreement between the parties hereto with respect to the subject matter hereof and
supersedes any prior agreements, negotiations, understandings or other matters, whether oral or
written, with respect to the subject matter hereof. This Agreement cannot be modified, changed or
amended, except in writing signed by a duly authorized representative of each of the parties
hereto.



     B. Conflict. In the event of any conflict, ambiguity or inconsistency between this
Agreement and any other document which may be annexed hereto, the terms of this Agreement shall
govern. Any conflicts or disputes that are not amicably settled in the due course of this business
relationship shall be settled through binding arbitration, in accordance with the latest edition of
rules as set forth by the American Arbitration Association, such arbitration to be held in Las
Vegas, Nevada. Said rulings in arbitration shall be considered final and binding on the parties
hereto and shall be enforceable in any competent United States court.



     C. Assignment and Delegation. No party shall voluntarily assign or delegate this
Agreement or any rights, duties or obligations hereunder to any other person or entity without
prior express written approval of the other party, provided that, notwithstanding the foregoing, a
party may assign this Agreement by operation of law to any successor to such party by merger or
consolidation (without the prior consent of the other parties).



     D. Notices. Any notice required or permitted to be given under this Agreement shall
be in writing, by hand delivery, commercial overnight courier or registered or certified U.S. Mail,
to the address stated below across from such party’s name, and shall be deemed duly given upon
receipt, or if by registered or certified mail three business days following deposit in the U.S.
Mail. The parties hereto may from time to time designate in writing other addresses expressly for
the purpose of receipt of notice hereunder.



	 	 	 

	If to CMR:

	 	CM REIT, Inc.
	 

	 	1291 Galleria Drive, Suite 200
	 

	 	Henderson, Nevada 89014
	 

	 	Attention: Stacy M. Riffe
	 

	 	Telephone: (702) 736-5490
	 
	 	 
	If to CMCS:

	 	CM Capital Services, LLC
	 

	 	1291 Galleria Drive, Suite 220
	 

	 	Henderson, Nevada 89014
	 

	 	Attention: Rocky Derrick
	 

	 	Telephone: (702) 795-7930






     E. Severability. If any provision of this Agreement is declared invalid or
unenforceable, such provision shall be deemed modified to the extent necessary and possible to
render it valid and enforceable. In any event, the unenforceability or invalidity of any provision
shall not affect any other provision of this Agreement, and this Agreement shall continue in full
force and effect, and be construed and enforced, as if such provision had not been included,
or had been modified as above provided, as the case may be.







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     F. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Nevada without giving effect to its choice of law principles.



     G. Headings. The article and paragraph headings set forth in this Agreement are for
the convenience of the parties, and in no way define, limit, or describe the scope or intent of
this Agreement and are to be given no legal effect.



     H. Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument.



     I. Attachments. The Attachments attached hereto are made a part of this Agreement as
if fully set forth herein.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK —

SIGNATURE PAGE IMMEDIATELY FOLLOWS]






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     IN WITNESS WHEREOF, the parties, by their duly authorized representatives, have caused this
Agreement to be executed as of the date first written above.



	 	 	 	 	 
	 	CM REIT, INC.

 	 
	 	By:  	 	 
	 	 	Stacy M. Riffe 	 
	 	 	Chief Financial Officer 	 
	 
	 	CM CAPITAL SERVICES, LLC

 	 
	 	By:  	 	 
	 	 	Todd B. Parriott 	 
	 	 	President 	 
	 
	 	CM GROUP, LLC

 	 
	 	By:  	 	 
	 	 	Todd B. Parriott 	 
	 	 	Chief Executive Officer 	 
	 




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ATTACHMENT “A”




Additional Provisions


In accordance with the provisions set forth in the foregoing Loan Origination Agreement of which
this Attachment forms an integral part, it is agreed and understood between the parties as follows:





	 	1)	 	CMCS is entitled to retain origination fees with respect to any Mortgage Loans
funded by CMR hereunder.
	 
	 	2)	 	CMR is acquiring loans on a servicing-released basis, and CMCS shall have no
right under this Agreement to service any Mortgage Loans funded by CMR hereunder.
Notwithstanding the foregoing, CMR and CMCS may enter into a separate servicing
agreement pursuant to which CMCS may service some or all of the Mortgage Loans funded
by CMR hereunder.




 









 











ATTACHMENT “B”




Specified Materials




	1.	 	All customary due diligence reports, documents, and analyses including, without limitation,
all appraisals, title commitments and related exception documents, surveys, engineering
reports, environmental reports, UCC, tax and judgment lien searches, organizational documents,
construction contracts, architect’s plans and specifications, rent rolls, leases, management
agreements and other material agreements, reports and analyses.
	 
	2.	 	All other materials, documents and information reasonably requested by CMR.
	 
	3.	 	Contents of a Complete Credit File, including, without limitation:






	 	a.	 	Loan Application
	 
	 	b.	 	Current Credit Reports on all Principals (60-days)
	 
	 	c.	 	Fully Executed Purchase Agreement and any and all addenda, as
applicable
	 
	 	d.	 	Appraisal and Valuation documents
	 
	 	e.	 	Title Documents and Reports
	 
	 	f.	 	Underwriting Approval
	 
	 	g.	 	Asset Documentation (60-days)
	 
	 	h.	 	All Disclosures
	 
	 	i.	 	Financial Information and Income Documentation