Illinois and leased
to Kohl's Department Stores, Inc., (ii) the loan in the original principal
amount of $18,521,593.70 evidenced by that certain Second Amended and Restated
Mortgage Note (A) effective as of August 4, 2004 and that certain Mortgage Note
(B) dated as of May 9, 2005 and secured by, among other things, a Mortgage,
Security Agreement, Assignment of Leases and Rents and Fixture Filing dated as
of August 4, 2004, as amended securing that real property located at 2100 North
Elston Avenue, Chicago, Illinois and leased to Best Buy Stores, L.P. and (iii)
the loan in the original principal amount of $4,476,058.00 evidenced by that
certain Mortgage Note dated as of September 14, 2005 and secured by, among other
things, a Mortgage, Security Agreement, Assignment of Leases and Rents and
Fixture Filing dated as of September 14, 2005 securing that real property
located at 2100-2160 North Elston Avenue, Chicago, Illinois and leased to Harris
Bank N.A.
The following terms shall have the meanings defined for such terms in the
corresponding Sections set forth below:
Advancing Agent
Recitals
Advancing Agent Resignation and Appointment Agreement
Section 3(a)(vii)(3)
Agreement
Preamble
CapLease, LLC
Preamble
Code
Section 4(r)(ii)
Co-Issuer
Recitals
Co-Issuer Stock
Recitals
Collateral Management Agreement
Recitals
Collateral Manager Assignment and Assumption Agreement
Section 3(a)(vii)(1)
Deposit
Section 6(a)
Escrow Agent
Recitals
Investor LLC
Recitals
Issuer
Recitals
Issuer's Charter
Recitals
Issuer Share Capital
Recitals
Losses
Section 9(a)
Ordinary Shares
Recitals
Paying and Transfer Agency Agreement
Recitals
Preferred Shares
Recitals
Purchase Price
Section 2(a)
Purchased Notes
Recitals
Purchased Securities
Recitals
Purchaser
Preamble
Purchaser Indemnified Party
Section 9(a)
Resolutions
Recitals
Responsible Party
Preamble
Seller Indemnified Party
Section 9(b)
Seller Indemnifying Party
Section 9(a)
Sellers
Preamble
Servicing Agreement
Recitals
Termination Date
Section 8(a)(ii)
Trustee
Recitals
Trustee Direction Letter
Section 2(c)
U.S. Bank
Recitals
EXHIBIT A
KNOWLEDGE GROUP
The actual knowledge of only the individuals set forth below shall be considered
in connection with the definition of Knowledge pursuant to the related
Agreement:
Shawn Seale
Ted Swasey
Paul Hughes
EXHIBIT B
FORM OF COLLATERAL MANAGER ASSIGNMENT AND ASSUMPTION AGREEMENT
(attached)
EXHIBIT C
FORM OF ADVANCING AGENT RESIGNATION AND APPOINTMENT AGREEMENT
(attached)
EXHIBIT D-1
FORM OF TRANSFEREE CERTIFICATE FOR PREFERRED SHARES
(attached)
EXHIBIT D-2
FORM OF SHARE TRANSFER FOR ORDINARY SHARES
SHARE TRANSFER
EVA LLC (the "Transferor"), for value received, does hereby transfer to
__________ (the "Transferee"), the 250 Ordinary Shares of US$1.00 par value each
standing in the Transferor's name in the undertaking called CapLease CDO 2005-1,
Ltd. (an exempted company incorporated in the Cayman Islands), to hold the same
unto the Transferee.
Signed by the Transferor
_____________________
Dated this ____ day of _________ 2011
EXHIBIT D-3
FORM OF STOCK POWER FOR CO-ISSUER STOCK
STOCK POWER
FOR VALUE RECEIVED, EVA LLC hereby sells, assigns and transfers unto
________________________________, ____ shares of common stock of CapLease CDO
2005-1 Corp., (the "Corporation"), represented by Certificate No.__ herewith,
and does hereby irrevocably constitute and appoint ________________ attorney to
transfer the said stock on the books