EXHIBIT 10.1
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP.,
PURCHASER,
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
SELLER
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of September 21, 2006
$1,342,276,509
Fixed Rate Mortgage Loans
Series 2006-CIBC16
This Mortgage Loan Purchase Agreement (this "Agreement"), dated as
of September 21, 2006, is between X.X. Xxxxxx Xxxxx Commercial Mortgage
Securities Corp., as purchaser (the "Purchaser"), and JPMorgan Chase Bank,
National Association, as seller ("JPMorgan" or the "Seller").
Capitalized terms used in this Agreement not defined herein shall
have the meanings ascribed to them in the Pooling and Servicing Agreement dated
as of September 21, 2006 (the "Pooling and Servicing Agreement") among the
Purchaser, as depositor (the "Depositor"), Capmark Finance Inc., as master
servicer ("Master Servicer"), Midland Loan Services, Inc., as special servicer
("Special Servicer") and Xxxxx Fargo Bank, N.A., as trustee (in such capacity,
the "Trustee") and as paying agent (in such capacity, the "Paying Agent"),
pursuant to which the Purchaser will sell the Mortgage Loans (as defined herein)
to a trust fund and certificates representing ownership interests in the
Mortgage Loans will be issued by the trust fund. For purposes of this Agreement,
the term "Mortgage Loans" refers to the mortgage loans listed on Exhibit A and
the term "Mortgaged Properties" refers to the properties securing such Mortgage
Loans.
The Purchaser and the Seller wish to prescribe the manner of sale of
the Mortgage Loans from the Seller to the Purchaser and in consideration of the
premises and the mutual agreements hereinafter set forth, agree as follows:
SECTION 1. Sale and Conveyance of Mortgages; Possession of Mortgage
File. Effective as of the Closing Date and upon receipt of the purchase price
set forth in the immediately succeeding paragraph, the Seller does hereby sell,
transfer, assign, set over and convey to the Purchaser, without recourse, all of
its right, title, and interest (subject to certain agreements regarding
servicing as provided in the Pooling and Servicing Agreement, subservicing
agreements permitted thereunder and that certain Servicing Rights Purchase and
Sale Agreement, dated as of September 1, 2006, between the Master Servicer and
the Seller) in and to the Mortgage Loans described in Exhibit A, including all
interest and principal received on or with respect to the Mortgage Loans after
the Cut-off Date (other than payments of principal and interest first due on the
Mortgage Loans on or before the Cut-off Date). Upon the sale of the Mortgage
Loans, the ownership of each related Mortgage Note, the Mortgage and the other
contents of the related Mortgage File will be vested in the Purchaser and
immediately thereafter the Trustee and the ownership of records and documents
with respect to the related Mortgage Loan prepared by or which come into the
possession of the Seller (other than the records and documents described in the
proviso to Section 3(a) hereof) shall immediately vest in the Purchaser and
immediately thereafter the Trustee. The Seller's records will accurately reflect
the sale of each Mortgage Loan to the Purchaser. The Depositor will sell the
Class X-0, Xxxxx X-0, Class A-3FL, Class X-0X, Xxxxx X-0, Class A-SB, Class
A-1A, Class A-M, Class A-J, Class X-1, Class X-2, Class B, Class C and Class D
Certificates (the "Offered Certificates") to the underwriters specified in the
underwriting agreement dated September 14, 2006 (the "Underwriting Agreement")
between the Depositor and X.X. Xxxxxx Securities Inc. ("JPMSI") for itself and
as representative of CIBC World Markets Corp. ("CIBCWMC") and Wachovia Capital
Markets, LLC (together with JPMSI, and CIBCWMC, the "Underwriters"), and the
Depositor will sell the Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class P and Class NR Certificates (the "Private
Certificates") to JPMSI, as the initial purchaser (together with the
Underwriters, the "Dealers") specified in the certificate purchase agreement,
dated September 14, 2006 (the "Certificate Purchase Agreement"), between the
Depositor and JPMSI.
The sale and conveyance of the Mortgage Loans is being conducted on
an arms-length basis and upon commercially reasonable terms. As the purchase
price for the Mortgage Loans, the Purchaser shall pay to the Seller or at the
Seller's direction $1,389,172,723 (which amount is inclusive of accrued
interest) in immediately available funds minus the costs set forth in Section 9
hereof. The purchase and sale of the Mortgage Loans shall take place on the
Closing Date.
SECTION 2. Books and Records; Certain Funds Received After the
Cut-off Date. From and after the sale of the Mortgage Loans to the Purchaser,
record title to each Mortgage and the related Mortgage Note shall be transferred
to the Trustee in accordance with this Agreement. Any funds due after the
Cut-off Date in connection with a Mortgage Loan received by the Seller shall be
held in trust for the benefit of the Trustee as the owner of such Mortgage Loan
and shall be transferred promptly to the Trustee. All scheduled payments of
principal and interest due on or before the Cut-off Date but collected after the
Cut-off Date, and recoveries of principal and interest collected on or before
the Cut-off Date (only in respect of principal and interest on the Mortgage
Loans due on or before the Cut-off Date and principal prepayments thereon),
shall belong to, and shall be promptly remitted to, the Seller.
The transfer of each Mortgage Loan shall be reflected on the
Seller's balance sheets and other financial statements as a sale of the Mortgage
Loans by the Seller to the Purchaser. The Seller intends to treat the transfer
of each Mortgage Loan to the Purchaser as a sale for tax purposes.
The transfer of each Mortgage Loan shall be reflected on the
Purchaser's balance sheets and other financial statements as the purchase of the
Mortgage Loans by the Purchaser from the Seller. The Purchaser intends to treat
the transfer of each Mortgage Loan from the Seller as a purchase for tax
purposes.
SECTION 3. Delivery of Mortgage Loan Documents; Additional Costs and
Expenses. (a) The Purchaser hereby directs the Seller, and the Seller hereby
agrees, upon the transfer of the Mortgage Loans contemplated herein, to deliver
on the Closing Date to the Trustee or a Custodian appointed thereby, all
documents, instruments and agreements required to be delivered by the Purchaser
to the Trustee with respect to the Mortgage Loans under Sections 2.01(b) and (c)
of the Pooling and Servicing Agreement, and meeting all the requirements of such
Sections 2.01(b) and (c), and such other documents, instruments and agreements
as the Purchaser or the Trustee shall reasonably request and which are in the
Seller's possession or under the Seller's control. In addition, the Seller
agrees to deliver or cause to be delivered to the Master Servicer, the Servicing
File for each Mortgage Loan transferred pursuant to this Agreement; provided
that the Seller shall not be required to deliver any draft documents, privileged
or internal communications or credit underwriting or due diligence analyses or
data.
(b) With respect to the transfer described in Section 1 hereof, if
the Mortgage Loan documents do not require the related Mortgagor to pay any
costs and expenses relating to any modifications to a related letter of credit
which modifications are required to effectuate such transfer (the "Transfer
Modification Costs"), then the Seller shall pay the Transfer Modification Costs
required to transfer the letter of credit to the Purchaser as described in such
Section 1; provided that if the Mortgage Loan documents require the related
Mortgagor to pay any Transfer Modification Costs, such Transfer Modification
Costs shall be an expense of the Mortgagor unless such Mortgagor fails to pay
such Transfer Modification Costs after the Master Servicer, consistent with its
obligations under the Pooling and Servicing Agreement, has exercised reasonable
efforts to collect such Transfer Modification Costs from such Mortgagor, in
which case the Master Servicer shall give the Seller notice of such failure and
the Seller shall pay such Transfer Modification Costs.
SECTION 4. Treatment as a Security Agreement. The Seller,
concurrently with the execution and delivery hereof, has conveyed to the
Purchaser, all of its right, title and interest in and to the Mortgage Loans.
The parties intend that such conveyance of the Seller's right, title and
interest in and to the Mortgage Loans pursuant to this Agreement shall
constitute a purchase and sale and not a loan. If such conveyance is deemed to
be a pledge and not a sale, then the parties also intend and agree that the
Seller shall be deemed to have granted, and in such event does hereby grant, to
the Purchaser, a first priority security interest in all of its right, title and
interest in, to and under the Mortgage Loans, all payments of principal or
interest on such Mortgage Loans due after the Cut-off Date, all other payments
made in respect of such Mortgage Loans after the Cut-off Date (except to the
extent such payments were due on or before the Cut-off Date) and all proceeds
thereof and that this Agreement shall constitute a security agreement under
applicable law. If such conveyance is deemed to be a pledge and not a sale, the
Seller consents to the Purchaser hypothecating and transferring such security
interest in favor of the Trustee and transferring the obligation secured thereby
to the Trustee.
SECTION 5. Covenants of the Seller. The Seller covenants with the
Purchaser as follows:
(a) it shall record or cause a third party to record in the
appropriate public recording office for real property the intermediate
assignments of the Mortgage Loans and the Assignments of Mortgage from the
Seller to the Trustee in connection with the Pooling and Servicing Agreement.
All recording fees relating to the initial recordation of such intermediate
assignments and Assignments of Mortgage shall be paid by the Seller;
(b) it shall take any action reasonably required by the Purchaser,
the Trustee or the Master Servicer, in order to assist and facilitate in the
transfer of the servicing of the Mortgage Loans to the Master Servicer,
including effectuating the transfer of any letters of credit with respect to any
Mortgage Loan to the Master Servicer on behalf of the Trustee for the benefit of
Certificateholders. Prior to the date that a letter of credit with respect to
any Mortgage Loan is transferred to the Master Servicer, the Seller will
cooperate with the reasonable requests of the Master Servicer or Special
Servicer, as applicable, in connection with effectuating a draw under such
letter of credit as required under the terms of the related Mortgage Loan
documents; and
(c) if, during such period of time after the first date of the
public offering of the Offered Certificates as in the opinion of counsel for the
Underwriters, a prospectus relating to the Offered Certificates is required by
applicable law to be delivered in connection with sales thereof by an
Underwriter or a dealer, any event shall occur as a result of which it is
necessary to amend or supplement the Prospectus Supplement, including Annex X-0,
X-0, X-0 and B thereto and the Diskette included therewith, with respect to any
information relating to the Mortgage Loans or the Seller, in order to make the
statements therein, in the light of the circumstances when the Prospectus
Supplement is delivered to a purchaser, not misleading, or if it is necessary to
amend or supplement the Prospectus Supplement, including Annex X-0, X-0, X-0 and
B thereto and the Diskette included therewith, with respect to any information
relating to the Mortgage Loans or the Seller, to comply with applicable law, the
Seller shall do all things necessary to assist the Depositor to prepare and
furnish, at the expense of the Seller (to the extent that such amendment or
supplement relates to the Seller, the Mortgage Loans listed on Exhibit A and/or
any information relating to the same, as provided by the Seller), to the
Underwriters such amendments or supplements to the Prospectus Supplement as may
be necessary, so that the statements in the Prospectus Supplement as so amended
or supplemented, including Annex X-0, X-0, X-0 and B thereto and the Diskette
included therewith, with respect to any information relating to the Mortgage
Loans or the Seller, will not, in the light of the circumstances when the
Prospectus is delivered to a purchaser, be misleading or so that the Prospectus
Supplement, including Annex X-0, X-0, X-0 and B thereto and the Diskette
included therewith, with respect to any information relating to the Mortgage
Loans or the Seller, will comply with applicable law. All terms used in this
clause (c) and not otherwise defined herein shall have the meaning set forth in
the Indemnification Agreement, dated as of September 14, 2006 among the
Purchaser, the Seller and the Dealers (the "Indemnification Agreement").
SECTION 6. Representations and Warranties.
(a) The Seller represents and warrants to the Purchaser as of the
Closing Date that:
(i) it is a national banking association duly organized,
validly existing, and in good standing under the laws of the United
States of America;
(ii) it has the power and authority to own its property and to
carry on its business as now conducted;
(iii) it has the power to execute, deliver and perform this
Agreement;
(iv) it is legally authorized to transact business in the
United States of America. The Seller is in compliance with the laws
of each state in which any Mortgaged Property is located to the
extent necessary so that a subsequent holder of the related Mortgage
Loan (including, without limitation, the Purchaser) that is in
compliance with the laws of such state would not be prohibited from
enforcing such Mortgage Loan solely by reason of any non-compliance
by the Seller;
(v) the execution, delivery and performance of this Agreement
by the Seller has been duly authorized by all requisite action by
the Seller's board of directors and will not violate or breach any
provision of its organizational documents;
(vi) this Agreement has been duly executed and delivered by
the Seller and constitutes a legal, valid and binding obligation of
the Seller, enforceable against it in accordance with its terms
(except as enforcement thereof may be limited by bankruptcy,
receivership, conservatorship, reorganization, insolvency,
moratorium or other laws affecting the enforcement of creditors'
rights generally and by general equitable principles regardless of
whether enforcement is considered in a proceeding in equity or at
law);
(vii) there are no legal or governmental proceedings pending
to which the Seller is a party or of which any property of the
Seller is the subject which, if determined adversely to the Seller,
would reasonably be expected to adversely affect (A) the transfer of
the Mortgage Loans and the Mortgage Loan documents, (B) the
execution and delivery by the Seller or enforceability against the
Seller of the Mortgage Loans or this Agreement, or (C) the
performance of the Seller's obligations hereunder;
(viii) it has no actual knowledge that any statement, report,
officer's certificate or other document prepared and furnished or to
be furnished by the Seller in connection with the transactions
contemplated hereby (including, without limitation, any financial
cash flow models and underwriting file abstracts furnished by the
Seller) contains any untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements
contained therein, in the light of the circumstances under which
they were made, not misleading;
(ix) it is not, nor with the giving of notice or lapse of time
or both would be, in violation of or in default under any indenture,
mortgage, deed of trust, loan agreement or other agreement or
instrument to which it is a party or by which it or any of its
properties is bound, except for violations and defaults which
individually and in the aggregate would not have a material adverse
effect on the transactions contemplated herein; the sale of the
Mortgage Loans and the performance by the Seller of all of its
obligations under this Agreement and the consummation by the Seller
of the transactions herein contemplated will not conflict with or
result in a breach of any of the terms or provisions of, or
constitute a default under, any material indenture, mortgage, deed
of trust, loan agreement or other agreement or instrument to which
the Seller is a party or by which the Seller is bound or to which
any of the property or assets of the Seller is subject, nor will any
such action result in any violation of the provisions of any
applicable law or statute or any order, rule or regulation of any
court or governmental agency or body having jurisdiction over the
Seller, or any of its properties, except for conflicts, breaches,
defaults and violations which individually and in the aggregate
would not have a material adverse effect on the transactions
contemplated herein; and no consent, approval, authorization, order,
license, registration or qualification of or with any such court or
governmental agency or body is required for the consummation by the
Seller of the transactions contemplated by this Agreement, other
than any consent, approval, authorization, order, license,
registration or qualification that has been obtained or made;
(x) it has either (A) not dealt with any Person (other than
the Purchaser or the Dealers) that may be entitled to any commission
or compensation in connection with the sale or purchase of the
Mortgage Loans or entering into this Agreement or (B) paid in full
any such commission or compensation;
(xi) it is solvent and the sale of the Mortgage Loans
hereunder will not cause it to become insolvent; and the sale of the
Mortgage Loans is not undertaken with the intent to hinder, delay or
defraud any of the Seller's creditors; and
(xii) for so long as the Trust is subject to the reporting
requirements of the Exchange Act, the Seller shall provide the
Purchaser (or with respect to any Companion Loan that is deposited
into an Other Securitization, the depositor in such Other
Securitization) and the Paying Agent with any Additional Form 10-D
Disclosure and any Additional Form 10-K Disclosure which the
Purchaser is required to provide with respect to the Seller in its
capacity as a "sponsor" pursuant to Exhibit Y and Exhibit Z of the
Pooling and Servicing Agreement within the time periods set forth in
the Pooling and Servicing Agreement.
(b) The Purchaser represents and warrants to the Seller as of the
Closing Date that:
(i) it is a corporation duly organized, validly existing, and
in good standing in the State of Delaware;
(ii) it is duly qualified as a foreign corporation in good
standing in all jurisdictions in which ownership or lease of its
property or the conduct of its business requires such qualification,
except where the failure to be so qualified would not have a
material adverse effect on the Purchaser, and the Purchaser is
conducting its business so as to comply in all material respects
with the applicable statutes, ordinances, rules and regulations of
each jurisdiction in which it is conducting business;
(iii) it has the power and authority to own its property and
to carry on its business as now conducted;
(iv) it has the power to execute, deliver and perform this
Agreement, and neither the execution and delivery by the Purchaser
of this Agreement, nor the consummation by the Purchaser of the
transactions herein contemplated, nor the compliance by the
Purchaser with the provisions hereof, will (A) conflict with or
result in a breach of, or constitute a default under, any of the
provisions of the certificate of incorporation or by-laws of the
Purchaser or any of the provisions of any law, governmental rule,
regulation, judgment, decree or order binding on the Purchaser or
any of its properties, or any indenture, mortgage, contract or other
instrument to which the Purchaser is a party or by which it is
bound, or (B) result in the creation or imposition of any lien,
charge or encumbrance upon any of the Purchaser's property pursuant
to the terms of any such indenture, mortgage, contract or other
instrument;
(v) this Agreement constitutes a legal, valid and binding
obligation of the Purchaser enforceable against it in accordance
with its terms (except as enforcement thereof may be limited by (a)
bankruptcy, receivership, conservatorship, reorganization,
insolvency, moratorium or other laws affecting the enforcement of
creditors' rights generally and (b) general equitable principles
(regardless of whether enforcement is considered in a proceeding in
equity or law));
(vi) there are no legal or governmental proceedings pending to
which the Purchaser is a party or of which any property of the
Purchaser is the subject which, if determined adversely to the
Purchaser, might interfere with or adversely affect the consummation
of the transactions contemplated herein and in the Pooling and
Servicing Agreement; to the best of the Purchaser's knowledge, no
such proceedings are threatened or contemplated by governmental
authorities or threatened by others;
(vii) it 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 governmental agency, which default might have
consequences that would materially and adversely affect the
condition (financial or other) or operations of the Purchaser or its
properties or might have consequences that would materially and
adversely affect its performance hereunder;
(viii) it has not dealt with any broker, investment banker,
agent or other person, other than the Seller, the Dealers and their
respective affiliates, that may be entitled to any commission or
compensation in connection with the sale of the Mortgage Loans or
the consummation of any of the transactions contemplated hereby;
(ix) all consents, approvals, authorizations, orders or
filings of or with any court or governmental agency or body, if any,
required for the execution, delivery and performance of this
Agreement by the Purchaser have been obtained or made; and
(x) it has not intentionally violated any provisions of the
United States Secrecy Act, the United States Money Laundering
Control Act of 1986 or the United States International Money
Laundering Abatement and Anti-Terrorism Financing Act of 2001.
(c) The Seller further makes the representations and warranties as
to the Mortgage Loans set forth in Exhibit B as of the Closing Date (or as of
such other date specifically provided in the particular representation or
warranty), which representations and warranties are subject to the exceptions
thereto set forth in Exhibit C. Neither the delivery by the Seller of the
Mortgage Files, Servicing Files, or any other documents required to be delivered
under Section 2.01 of the Pooling and Servicing Agreement, nor the review
thereof or any other due diligence by the Trustee, Master Servicer, Special
Servicer, a Certificate Owner or any other Person shall relieve the Seller of
any liability or obligation with respect to any representation or warranty or
otherwise under this Agreement or constitute notice to any Person of a Breach or
Defect.
(d) Pursuant to this Agreement or Section 2.03(b) of the Pooling and
Servicing Agreement, the Seller and the Purchaser shall be given notice of any
Breach or Defect that materially and adversely affects the value of a Mortgage
Loan, the related Mortgaged Property or the interests of the Trustee or any
Certificateholder therein.
(e) Upon notice pursuant to Section 6(d) above, the Seller shall,
not later than 90 days from the earlier of the Seller's receipt of the notice
or, in the case of a Defect or Breach relating to a Mortgage Loan not being a
"qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, but
without regard to the rule of Treasury Regulation Section 1.860G-2(f)(2) that
causes a defective mortgage loan to be treated as a qualified mortgage, the
Seller's discovery of such Breach or Defect (the "Initial Resolution Period"),
(i) cure such Defect or Breach, as the case may be, in all material respects,
(ii) repurchase the affected Mortgage Loan at the applicable Repurchase Price
(as defined below) or (iii) substitute a Qualified Substitute Mortgage Loan (as
defined below) for such affected Mortgage Loan (provided that in no event shall
any such substitution occur later than the second anniversary of the Closing
Date) and pay the Master Servicer for deposit into the Certificate Account, any
Substitution Shortfall Amount (as defined below) in connection therewith;
provided, however, that, if such Breach or Defect is capable of being cured but
not within the Initial Resolution Period, and the Seller has commenced and is
diligently proceeding with the cure of such Breach or Defect within the Initial
Resolution Period, the Seller shall have an additional 90 days commencing
immediately upon the expiration of the Initial Resolution Period (the "Extended
Resolution Period") to complete such cure (or, failing such cure, to repurchase
the related Mortgage Loan or substitute a Qualified Substitute Mortgage Loan as
described above); and provided, further, that with respect to the Extended
Resolution Period the Seller shall have delivered an officer's certificate to
the Trustee setting forth the reason such Breach or Defect is not capable of
being cured within the Initial Resolution Period and what actions the Seller is
pursuing in connection with the cure thereof and stating that the Seller
anticipates that such Breach or Defect will be cured within the Extended
Resolution Period. Notwithstanding the foregoing, any Defect or Breach which
causes any Mortgage Loan not to be a "qualified mortgage" (within the meaning of
Section 860G(a)(3) of the Code, without regard to the rule of Treasury
Regulations Section 1.860G-2(f)(2) which causes a defective mortgage loan to be
treated as a qualified mortgage) shall be deemed to materially and adversely
affect the interests of the holders of the Certificates therein, and such
Mortgage Loan shall be repurchased or a Qualified Substitute Mortgage Loan
substituted in lieu thereof without regard to the extended cure period described
in the preceding sentence. If the affected Mortgage Loan is to be repurchased,
the Seller shall remit the Repurchase Price (defined below) in immediately
available funds to the Trustee.
If any Breach pertains to a representation or warranty that the
related Mortgage Loan documents or any particular Mortgage Loan document
requires the related Mortgagor to bear the costs and expenses associated with
any particular action or matter under such Mortgage Loan document(s), then
Seller shall not be required to repurchase such Mortgage Loan and the sole
remedy with respect to any Breach of such representation shall be to cure such
Breach within the applicable cure period (as the same may be extended) by
reimbursing the Trust Fund (by wire transfer of immediately available funds) the
reasonable amount of any such costs and expenses incurred by the Master
Servicer, the Special Servicer, the Trustee or the Trust Fund that are the basis
of such Breach and have not been reimbursed by the related Mortgagor; provided,
however, that in the event any such costs and expenses exceed $10,000, the
Seller shall have the option to either repurchase or substitute for the related
Mortgage Loan as provided above or pay such costs and expenses. Except as
provided in the proviso to the immediately preceding sentence, the Seller shall
remit the amount of such costs and expenses and upon its making such remittance,
the Seller shall be deemed to have cured such Breach in all respects. To the
extent any fees or expenses that are the subject of a cure by the Seller are
subsequently obtained from the related Mortgagor, the portion of the cure
payment equal to such fees or expenses obtained from the Mortgagor shall be
returned to the Seller pursuant to Section 2.03(f) of the Pooling and Servicing
Agreement.
Any of the following will cause a document in the Mortgage File to
be deemed to have a Defect and to be conclusively presumed to materially and
adversely affect the interests of Certificateholders in a Mortgage Loan and to
be deemed to materially and adversely affect the interests of the
Certificateholders in and the value of a Mortgage Loan: (a) the absence from the
Mortgage File of the original signed Mortgage Note, unless the Mortgage File
contains a signed lost note affidavit and indemnity with a copy of the Mortgage
Note that appears to be regular on its face; (b) the absence from the Mortgage
File of the original signed Mortgage that appears to be regular on its face,
unless there is included in the Mortgage File a certified copy of the Mortgage
and a certificate stating that the original signed Mortgage was sent for
recordation; (c) the absence from the Mortgage File of the lender's title
insurance policy (or if the policy has not yet been issued, an original or copy
of a "marked up" written commitment or the pro forma or specimen title insurance
policy) called for by clause (ix) of the definition of "Mortgage File" in the
Pooling and Servicing Agreement; (d) the absence from the Mortgage File of any
required letter of credit; (e) with respect to any leasehold mortgage loan, the
absence from the related Mortgage File of a copy (or an original, if available)
of the related Ground Lease; or (f) the absence from the Mortgage File of any
intervening assignments required to create a complete chain of assignments to
the Trustee on behalf of the Trust, unless there is included in the Mortgage
File a certified copy of the intervening assignment and a certificate stating
that the original intervening assignments were sent for recordation; provided,
however, that no Defect (except a Defect previously described in clauses (a)
through (f) above) shall be considered to materially and adversely affect the
value of the related Mortgage Loan, the related Mortgaged Property or the
interests of the Trustee or Certificateholders unless the document with respect
to which the Defect exists is required in connection with an imminent
enforcement of the Mortgagee's rights or remedies under the related Mortgage
Loan, defending any claim asserted by any borrower or third party with respect
to the Mortgage Loan, establishing the validity or priority of any lien on any
collateral securing the Mortgage Loan or for any immediate significant servicing
obligation. Notwithstanding the foregoing, the delivery of executed escrow
instructions or a commitment to issue a lender's title insurance policy, as
provided in clause (ix) of the definition of "Mortgage File" in the Pooling and
Servicing Agreement, in lieu of the delivery of the actual policy of lender's
title insurance, shall not be considered a Defect or Breach with respect to any
Mortgage File if such actual policy is delivered to the Trustee or a Custodian
on its behalf within 18 months from the Closing Date.
If (i) any Mortgage Loan is required to be repurchased or
substituted for in the manner described in the first paragraph of this Section
6(e), (ii) such Mortgage Loan is a Crossed Loan, and (iii) the applicable Defect
or Breach does not constitute a Defect or Breach, as the case may be, as to any
other Crossed Loan in such Crossed Group (without regard to this paragraph),
then the applicable Defect or Breach, as the case may be, will be deemed to
constitute a Defect or Breach, as the case may be, as to each other Crossed Loan
in the Crossed Group for purposes of this paragraph, and the Seller will be
required to repurchase or substitute for all of the remaining Crossed Loans in
the related Crossed Group as provided in the first paragraph of this Section
6(e) unless such other Crossed Loans in such Crossed Group satisfy the Crossed
Loan Repurchase Criteria and satisfy all other criteria for substitution and
repurchase of Mortgage Loans set forth herein. In the event that the remaining
Crossed Loans satisfy the aforementioned criteria, the Seller may elect either
to repurchase or substitute for only the affected Crossed Loan as to which the
related Breach or Defect exists or to repurchase or substitute for all of the
Crossed Loans in the related Crossed Group. The Seller shall be responsible for
the cost of any Appraisal required to be obtained to determine if the Crossed
Loan Repurchase Criteria have been satisfied, so long as the scope and cost of
such Appraisal has been approved by the Seller (such approval not to be
unreasonably withheld).
The "Repurchase Price" with respect to any Mortgage Loan or REO Loan
to be repurchased pursuant to this Agreement and Section 2.03 of the Pooling and
Servicing Agreement, shall have the meaning given to the term "Purchase Price"
in the Pooling and Servicing Agreement.
A "Qualified Substitute Mortgage Loan" with respect to any Mortgage
Loan or REO Loan to be substituted pursuant to this Agreement and Section 2.03
of the Pooling and Servicing Agreement, shall have the meaning given to such
term in the Pooling and Servicing Agreement.
A "Substitution Shortfall Amount" with respect to any Mortgage Loan
or REO Loan to be substituted pursuant to this Agreement and Section 2.03 of the
Pooling and Servicing Agreement, shall have the meaning given to such term in
the Pooling and Servicing Agreement.
In connection with any repurchase or substitution of one or more
Mortgage Loans contemplated hereby, (i) the Purchaser shall execute and deliver,
or cause the execution and delivery of, such endorsements and assignments,
without recourse to the Trust, as shall be necessary to vest in the Seller the
legal and beneficial ownership of each repurchased Mortgage Loan or replaced
Mortgage Loan, as applicable, (ii) the Purchaser shall deliver, or cause the
delivery, to the Seller of all portions of the Mortgage File and other documents
pertaining to such Mortgage Loan possessed by the Trustee, or on the Trustee's
behalf, and (iii) the Purchaser shall release, or cause to be released, to the
Seller any escrow payments and reserve funds held by the Trustee, or on the
Trustee's behalf, in respect of such repurchased or replaced Mortgage Loans.
(f) The representations and warranties of the parties hereto shall
survive the execution and delivery and any termination of this Agreement and
shall inure to the benefit of the respective parties, notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes or Assignment of
Mortgage or the examination of the Mortgage Files.
(g) Each party hereby agrees to promptly notify the other party of
any breach of a representation or warranty contained in this Section 6. The
Seller's obligation to cure any Breach or Defect or repurchase or substitute any
affected Mortgage Loan pursuant to Section 6(e) shall constitute the sole remedy
available to the Purchaser in connection with a Breach or Defect. It is
acknowledged and agreed that the representations and warranties are being made
for risk allocation purposes; provided, however, that no limitation of remedy is
implied with respect to the Seller's breach of its obligation to cure,
repurchase or substitute in accordance with the terms and conditions of this
Agreement.
SECTION 7. Conditions to Closing. The obligations of the Purchaser
to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior
to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed
by it at or prior to the Closing Date pursuant to the terms of this Agreement
shall have been duly performed and complied with and all of the representations
and warranties of the Seller under this Agreement shall be true and correct in
all material respects as of the Closing Date, and no event shall have occurred
as of the Closing Date which, with notice or passage of time, would constitute a
default under this Agreement, and the Purchaser shall have received a
certificate to the foregoing effect signed by an authorized officer of the
Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional
closing documents:
(i) copies of the Seller's articles of association and
by-laws, certified as of a recent date by the Assistant Secretary of
the Seller;
(ii) a copy of a certificate of good standing of the Seller
issued by the Comptroller of the Currency dated not earlier than
sixty days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and
substance satisfactory to the Purchaser and its counsel,
substantially to the effect that:
(A) the Seller is a national banking association duly
organized, validly existing and in good standing under
the laws of the United States;
(B) the Seller has the power to conduct its business as now
conducted and to incur and perform its obligations under
this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to
authorize the execution, delivery and performance of
this Agreement and the Indemnification Agreement by the
Seller and this Agreement is a legal, valid and binding
agreement of the Seller enforceable against the Seller,
whether such enforcement is sought in a procedure at law
or in equity, except to the extent such enforcement may
be limited by bankruptcy or other similar creditors'
laws or principles of equity and public policy
considerations underlying the securities laws, to the
extent that such public policy considerations limit the
enforceability of the provisions of the Agreement which
purport to provide indemnification with respect to
securities law violations;
(D) the Seller's execution and delivery of, and the Seller's
performance of its obligations under, each of this
Agreement and the Indemnification Agreement do not and
will not conflict with the Seller's charter or by-laws
or conflict with or result in the breach of any of the
terms or provisions of, or constitute a default under,
any indenture, mortgage, deed of trust, loan agreement
or other material agreement or instrument to which the
Seller is a party or by which the Seller is bound, or to
which any of the property or assets of the Seller is
subject or violate any provisions of law or conflict
with or result in the breach of any order of any court
or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending
before any court, arbitrator, mediator or administrative
body, or to such counsel's actual knowledge, threatened,
against the Seller which (i) questions, directly or
indirectly, the validity or enforceability of this
Agreement or the Indemnification Agreement or (ii)
would, if decided adversely to the Seller, either
individually or in the aggregate, reasonably be expected
to have a material adverse effect on the ability of the
Seller to perform its obligations under this Agreement
or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license,
registration or qualification of or with any federal
court or governmental agency or body is required for the
consummation by the Seller of the transactions
contemplated by this Agreement and the Indemnification
Agreement, except such consents, approvals,
authorizations, orders, licenses, registrations or
qualifications as have been obtained; and
(iv) a letter from counsel of the Seller 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.
(c) The Offered Certificates shall have been concurrently issued and
sold pursuant to the terms of the Underwriting Agreement. The Private
Certificates shall have been concurrently issued and sold pursuant to the terms
of the Certificate Purchase Agreement.
(d) The Seller shall have executed and delivered concurrently
herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other
certificates of its officers or others and such other documents and opinions to
evidence fulfillment of the conditions set forth in this Agreement as the
Purchaser and its counsel may reasonably request.
SECTION 8. Closing. The closing for the purchase and sale of the
Mortgage Loans shall take place at the office of Cadwalader, Xxxxxxxxxx & Xxxx
LLP, New York, New York, at 10:00 a.m., on the Closing Date or such other place
and time as the parties shall agree. The parties hereto agree that time is of
the essence with respect to this Agreement.
SECTION 9. Expenses. The Seller will pay its pro rata share (the
Seller's pro rata share to be determined according to the percentage that the
aggregate principal balance as of the Cut-off Date of all the Mortgage Loans
represents in proportion to the aggregate principal balance as of the Cut-off
Date of all the mortgage loans to be included in the Trust Fund) of all costs
and expenses of the Purchaser in connection with the transactions contemplated
herein, including, but not limited to: (i) the costs and expenses of the
Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs
and expenses of reproducing and delivering the Pooling and Servicing Agreement
and this Agreement and printing (or otherwise reproducing,) and delivering the
Certificates; (iii) the reasonable and documented fees, costs and expenses of
the Trustee and its counsel incurred in connection with the Trustee entering
into the Pooling and Servicing Agreement; (iv) the fees and disbursements of a
firm of certified public accountants selected by the Purchaser and the Seller
with respect to numerical information in respect of the Mortgage Loans and the
Certificates included in the Prospectus, any Free Writing Prospectus (as defined
in the Indemnification Agreement), the Memoranda (as defined in the
Indemnification Agreement) and any related 8-K Information (as defined in the
Underwriting Agreement), or items similar to the 8-K Information, including the
cost of obtaining any "comfort letters" with respect to such items; (v) the
costs and expenses in connection with the qualification or exemption of the
Certificates under state securities or blue sky laws, including filing fees and
reasonable fees and disbursements of counsel in connection therewith; (vi) the
costs and expenses in connection with any determination of the eligibility of
the Certificates for investment by institutional investors in any jurisdiction
and the preparation of any legal investment survey, including reasonable fees
and disbursements of counsel in connection therewith; (vii) the costs and
expenses in connection with printing (or otherwise reproducing) and delivering
the Registration Statement, the Prospectus, the Memoranda and any Free Writing
Prospectus, and the reproduction and delivery of this Agreement and the
furnishing to the Underwriters of such copies of the Registration Statement, the
Prospectus, the Memoranda, any Free Writing Prospectus and this Agreement as the
Underwriters may reasonably request; (viii) the fees of the rating agency or
agencies requested to rate the Certificates and (ix) the reasonable fees and
expenses of Xxxxxxx Xxxxxxxx & Wood, LLP, counsel to the Underwriters and
Cadwalader, Xxxxxxxxxx & Xxxx LLP, counsel to the Depositor.
SECTION 10. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement. Furthermore, the
parties shall in good faith endeavor to replace any provision held to be invalid
or unenforceable with a valid and enforceable provision which most closely
resembles, and which has the same economic effect as, the provision held to be
invalid or unenforceable.
SECTION 11. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York without regard to conflicts of
law principles and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
SECTION 12. No Third-Party Beneficiaries. The parties do not intend
the benefits of this Agreement to inure to any third party except as expressly
set forth in Section 13.
SECTION 13. Assignment. The Seller hereby acknowledges that the
Purchaser has, concurrently with the execution hereof, executed and delivered
the Pooling and Servicing Agreement and that, in connection therewith, it has
assigned its rights hereunder to the Trustee for the benefit of the
Certificateholders to the extent set forth in the Pooling and Servicing
Agreement. The Seller hereby acknowledges its obligations, including that of
expense reimbursement, pursuant to Sections 2.01, 2.02 and 2.03 of the Pooling
and Servicing Agreement. This Agreement shall bind and inure to the benefit of,
and be enforceable by, the Seller, the Purchaser and their permitted successors
and permitted assigns. The warranties and representations and the agreements
made by the Seller herein shall survive delivery of the Mortgage Loans to the
Trustee until the termination of the Pooling and Servicing Agreement.
SECTION 14. Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given upon
receipt by the intended recipient if personally delivered at or couriered, sent
by facsimile transmission or mailed by first class or registered mail, postage
prepaid, to (i) in the case of the Purchaser, X.X. Xxxxxx Chase Commercial
Mortgage Securities Corp., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Xxxxxx Xxxxx, Vice President, telecopy number (000) 000-0000, (ii) in the case
of the Seller, JPMorgan Chase Bank, National Association, 000 Xxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxxx, Vice President,
telecopy number (000) 000-0000 and (iii) in the case of any of the preceding
parties, such other address as may hereafter be furnished to the other party in
writing by such parties.
SECTION 15. Amendment. This Agreement may be amended only by a
written instrument which specifically refers to this Agreement and is executed
by the Purchaser and the Seller; provided, however, that unless such amendment
is to cure an ambiguity, mistake or inconsistency in this Agreement, no
amendment shall be permitted unless each Rating Agency has delivered a written
confirmation that such amendment will not result in a downgrade, withdrawal or
qualification of the then current ratings of the Certificates and the cost of
obtaining any Rating Agency confirmation shall be borne by the party requesting
such amendment. This Agreement shall not be deemed to be amended orally or by
virtue of any continuing custom or practice. No amendment to the Pooling and
Servicing Agreement which relates to defined terms contained therein or any
obligations of the Seller whatsoever shall be effective against the Seller
unless the Seller shall have agreed to such amendment in writing.
SECTION 16. Counterparts. This Agreement may be executed in any
number of counterparts, and by the parties hereto in separate counterparts, each
of which when executed and delivered shall be deemed to be an original and all
of which taken together shall constitute one and the same instrument.
SECTION 17. Exercise of Rights. No failure or delay on the part of
any party to exercise any right, power or privilege under this Agreement and no
course of dealing between the Seller and the Purchaser shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or
privilege under this Agreement preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. Except as set forth in
Section 6 herein, the rights and remedies herein expressly provided are
cumulative and not exclusive of any rights or remedies which any party would
otherwise have pursuant to law or equity. No notice to or demand on any party in
any case shall entitle such party to any other or further notice or demand in
similar or other circumstances, or constitute a waiver of the right of either
party to any other or further action in any circumstances without notice or
demand.
SECTION 18. No Partnership. Nothing herein contained shall be deemed
or construed to create a partnership or joint venture between the parties
hereto. Nothing herein contained shall be deemed or construed as creating an
agency relationship between the Purchaser and the Seller and neither party shall
take any action which could reasonably lead a third party to assume that it has
the authority to bind the other party or make commitments on such party's
behalf.
SECTION 19. Miscellaneous. This Agreement supersedes all prior
agreements and understandings relating to the subject matter hereof. Neither
this Agreement nor any term hereof may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against whom enforcement of the change, waiver, discharge or termination is
sought.
* * * * * *
IN WITNESS WHEREOF, the Purchaser and the Seller have caused their
names to be signed hereto by their respective officers thereunto duly authorized
as of the day and year first above written.
X.X. XXXXXX CHASE COMMERCIAL MORTGAGE
SECURITIES CORP.
By: /s/ Xxxxxxx X. Xxx
----------------------------------
Name: Xxxxxxx X. Xxx
Title: Vice President
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION
By: /s/ Xxxxxxx X. Xxx
----------------------------------
Name: Xxxxxxx X. Xxx
Title: Vice President
EXHIBIT A
MORTGAGE LOAN SCHEDULE
JPMCC 2006-CIBC16
Mortgage Loan Schedule
Loan # Mortgagor Name
------ ----------------------------------------------------------------------------------
1 Silicon Valley CA-I, LLC, Silicon Valley CA-II, LLC and Silicon Valley CA-III, LLC
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.1
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
2 BFPRU I, LLC
2.01
2.02
4 FP Republic 2006, LLC, FP Sequoia 2006, LLC, Xxxxxx Republic 2006, LLC,
Xxxxxx Sequoia 2006, LLC, England Sequoia 2006, LLC, RCI Sequoia Maryland LLC
6 Campus Village IDOT LLC, KR Mableton LLC, Century Plaza Associates, L.P.,
Xxxxxx Town Square LLC, Plymouth Plaza Associates, L.P., XX Xxxxx LLC,
CW Parlway Plaza, LLC
6.01
6.02
6.03
6.04
6.05
6.06
6.07
9 PCCP DCP Dallas Hotel, LLC
10 000 Xxxx Xxxxxxxxx Sponsor, LLC
11 Centro Richland LLC
12 Heart of the City LLC
00 Xxxxxxxx Xxxxx Improvements, LLC
14 Dulles Hotel Limited, L.C.
15 Hillside Realty Associates, L.P.
00 Xxxxxxxx Xxxxx Shopping Center, LLC
21 Colwick Venture LLC
24 Gables Orchard, LLC & Orchards Apartments, LLC
26 FR Net Lease Co-Investment Program 6, LLC
28 Xxxxxxxxx Westgate, L.P.
29 Pacific Castle Santee, L.P. & Xxxxxxx Global, LLC
31 Corporate Tower, LLC
32 E.S. Charlotte Limited Partnership, DJONT/Charlotte Leasing, L.L.C.
37 E.S. North and DJONT/Indianapolis Leasing, L.L.C.
38 Lake Marina Realty, LLC
00 Xxxxxxx-Xxxxx Xxxxxx Ltd.
42 MAG-INFO (SC) QRS 16-74, Inc.
44 Xxxxxx Xxxx Professional Plaza, LLC
46 NTC, Inc.
47 First Concord Properties, L.L.C.
50 Square V Group, LLC
00 Xxxxxx Xxxxx Xxxxxxxx, L.L.C.
52 Montwood Shopping Center, Ltd.
54 SC Gainesville Georgia LLC
58 M&A Texas Regal Ltd.
59 Standart Xxxxx Holding LLC and Kalba Savua LLC
62 Wormald Westview Lot B, LLC
64 Paradise MHC LLC
66 2003 Natomas Inn & Suites, L.P.
67 Skyline West, LLC
00 Xxxxxxxx Xxxxxx Xxxxx I LLC
69 Atruim II, LLC
70 Lake Camelot Realty LLC
71 Lodge Realty, LLC
76 Xxx Xxxx & Company Capital Fund VIII, LTD.
00 Xxxxxxxxx Xxxxxxx Apartments, LLC
80 Xxxxx Heights Mall, LLC
83 SJS-3000 Lincoln Dr., L.P.
84 Medalist Properties 6, LLC
00 Xxxxx Xxxxx Associates, LTD.
89 KCS Admiral Manager, LLC
90 Xxxxx Partners Partnership
91 Daymark - Springtree Xxxxxxx, LLC, WAB IOWA 144, LLC
& Xxxxxxx Altoona, LLC
92 Austin Creek, LLC
00 Xxxxxxx Xxxxxxxxxxx, XXX
00 Xxxxxxxxx Xxxx Hotel Investors, LLC
96 Xxxxxxxxxx Xxxxx LLC
97 Mansard Du lac LLC
98 Woodbrook Village, L.L.C.
99 JGI 0000 Xxxxxxxxxx Xxxx, LLC
000 Xxxxxx Xxxxxxxxxx, X.X.X.
000 Xxxxxx Auto Mall 2004 LLC
104 SGC Wythe Creek, LLC
105 JGI Gateway, LLC
000 Xxxxxxxxx Xxxxxxx LLC
107 Long Ball Utica, LLC
110 NJN, LLC
111 ACOG, LP
112 Rockland Homes LLC
113 Xxxxxx 40 III, LLC
114 Crescendo Office, LLC
115 Zidan Realty Investment, L.L.C.
000 Xxxxxx Xxxx Xxxxxxx, LLC & Plaza Arms Limited Partnership
118.01
118.02
000 Xxxxxxxx Xxxxx LLC
120 Olympia International Office Tower LLC
Loan # Property Address
------ ----------------------------------------------------------------------------------------
1 Various
1.01 0000 Xxxxxxxxxx Xxxxx, 000 XxXxxxxx Xxxxxxxxx, 000 Xxxxx Xxxxx, 1000 Sumac Drive,
1101 Sumac Drive, 000 XxXxxxxx Xxxxxxxxx
1.02 0000 Xxxx Xxxxx Xxxxxx, 700A, 700B, 000X Xxxx Xxxxxxxxxxx Xxxx
1.03 1455, 1421, 1371, 1390, 1440 XxXxxxxx Xxxxx, 000, 000, 000, 000 Xxxxxx Drive,
620, 590, 570, 540, 000 Xxxxx Xxxxx
1.04 2518, 2520, 2540, 0000 Xxxxxxx Xxxxxxx Xxxxxxxxx,
0000, 3910, 3920, 3930, 3940, 3960, 3970, 0000 Xxxxxxx Xxxxxx
1.05 3233, 0000 Xxxxx Xxxxxxxxx, 0000, 3393 Octavius Drive, 2455, 2465, 0000 Xxxxxxxxx Xxxxx
1.06 3101, 3102, 0000 Xxxxx Xxxxxxxxx, 3250, 3260, 0000 Xxx Xxxxxx, 0000 Xxxxxx Xxxxxx
1.07 000 Xxxxxxxxx Xxxxxxx, 000, 000, 000 Xxxx Xxxxxx Drive
1.08 000, 000 Xxxxxxx Xxxxx, 000 Xxxxx Xxxxx Xxxx, 140 Xxxxxx Court, 0000 Xxxxxxxxx Xxxxxx,
000 Xxxxxxx Xxxxxxx, 0000 Xxxxxx Xxxxx, 0000 Xxxxxxxx Xxxxxx, 324, 000 Xxxxxx Xxxxxx,
000 Xxxxxxx Xxxxxx, 0000 Xxxxxx Xxxx
1.09 0000 Xxxxxxx Xxxxxxx, 0, 00 Xxxx Xxxxxxxx Drive, 0000 Xxxxx Xxxxx Xxxxxx
1.1 350, 470, 485 Potrero Avenue, 000 X. Xxxxx Xxxxxx, 000 X. Xxxxxxxx Xxxxxx, 000 Xxxxx Xxx
1.11 333, 000 Xxxx Xxxxxxxxxxx Xxxx, 000 Xxxxx Xxxxxxx Road, 640 Xxxxx Court, 835,
880 Xxxxx Avenue, 0000 Xxx Xxxxxxx Xxxx, 0000 Xxxxxx Xxxxxxx, 000 Xxxxx Xxxxxx
1.12 2400, 2424, 2630, 0000 Xxxxx Xxxxxx, 0000 Xxxxxx Xxxxxx
1.13 000, 000 Xxx Xxx Xxxxxx, 000 Xxxxxxxx Xxxxxx, 000-000 Xxxxx Xxxxxx, 000 Xxxxxxx Xxxxxx
1.14 500, 000 Xxxxxx Xxxxxx
1.15 1920,1940,1960,1980 Zanker Road
1.16 2121, 2111, 0000 Xxxxxx Xxxxx
1.17 000 Xxx Xxx Xxxxxx, 000 Xxxxx Xxxxxxxx Xxxxxx, 000 Xxxxxxxx Evenue, 000 Xxxxxxx Xxxxxx,
000 Xxxxxxx Xxxxxx
1.18 0000 Xxxxx Xxxxxxx Xxxxxxx, 0000 Xxxxxx Xxxx Xxxx and 0000 Xxx Xxxxxxxxx Xxxxx
2 Various
2.01 000 Xxxxx Xxxxxxx Xxxxxx
2.02 000 Xxxx Xxxxxxxx Xxxxxx
4 2100, 2110, 0000 X. Xxxxxxxxxx Xxxxxxxxx
6 Various
6.01 0000 Xxxxxx Xxxxxxx Xxxx
6.02 0000 Xxxxx Xxxxxx Xxxxxxx
6.03 0000 Xxxx Xxxxxxxxx Xxxxxxxxx
6.04 0000 Xxxxxxxx Xxxxxxx
6.05 0000 Xxxxxxx Xxxxxx
6.06 0000 Xxxxxxxxx Xxxxxx
6.07 000 Xxxx Xxxxxxxxxx Xxxx
9 0000 Xxxxx Xxxxx Xxxxxx
10 875 East Xxxxxxxxx Xxxxxx
00 0000 Xxxxxxxx Xxxx
12 000 Xxxxx Xxxx Xxxxxx
13 5221 Indian Head Xxxxxxx
00 0000 Xxxxxxxxxxx Xxxx
15 000 Xxxxx Xxxxx Xxxxxx
17 89 Xxxxxx Xxxxxx Boulevard
21 53, 55 & 00 Xxxxxxxxxxx Xxxx
24 0000 Xxx Xxxxxxx Xxxx
26 7630 Gambrills Cove Road
28 19610 Katy Freeway
29 214 - 000 Xxxx Xxxxxx Xxxxxxx
31 101 North Xxxxxxxx
32 0000 Xxxxx Xxxxx Xxxxxx
37 3912 Xxxxxxxxx Xxxx
00 0000 Xxxxxxxxx Lane
40 1651 Xxxxxxxxxx Xxxxxxxxx
00 00 Datastream Plaza
44 00-00 Xxxxxx Xxxx Xxxxx
46 00000 Xxxxxx Xxxxxx
47 000 Xxxx Xxxxxxxxxx Xxxx
50 0000 Xxxx Xxxxxxx Xxxxx
51 0000 Xxxxxxxxx Xxxxxxxxxx Xxxxxx
52 0000 Xxxxx Xxxxxxxxx Xxxxx
54 1500 Browns Bridge Road
58 0000 Xxxxxxx Xxxx Xxxxxxxxx
59 2 Xxxxxxxx Drive
62 0000 Xxxxxxxxx Xxxxx
64 000 Xxxxxxxx Xxxxx
66 0000 Xx Xxxxxx Xxxx
00 0000 Xxxxxxxx Pike
68 000 Xxxxxxxx Xxxxxx Xxxx
69 0000 Xxxxxxx Xxxx Xxxx
70 6475 Excalibur Court
71 0000 Xxxxxx Xxxxx
76 1535 West Loop South
79 0000 Xxxxxxx Xxxxxx
80 0000 Xxxx Xxxx Xxxxxx
83 3000 Lincoln Drive East
84 00000 Xxxxxxx Xxxxxxxxx
85 00000 Xxxxxx Xxxxxxx
00 000-000 Admiral Cochrane Drive
90 0000 Xxxxxxxx Xxxx
91 000 0xx Xxxxxx Xxxxxxxxx
00 0000 Xxxx Xxxxxx Court
93 000 Xxxxxx Xxxxx
94 22119 Three Notch Xxxx
00 00 Xxxxxx Xxxx
97 7300 East 00xx Xxxxxx
00 0000 Xxxxxxxx Xxxx
99 9998 Xxxxxxxxxx Xxxx
000 0000 Xxxxx 0xx Xxxxxx
000 0000-0000 Xxxx 000xx Xxxxxx
000 000 Xxxxx Xxxxx Xxxx
105 0000 Xxxxxx Xxxxxx
106 10401 Southwest Xxxxxxx
000 0000 Xxxx Xxxxxx
110 0000 Xxxx Xxxxxxxx Xxxxxx
111 0000 Xxxxx Xxxxxxxx Xxxxxx
112 000 Xxxxx Xxxxxx Xxxx
000 0000 Xxxxxxxxx National Pike
114 29800 Xxxxxxxxxx
000 0000 Xxxxx Xxxx Xxxx
118 Various
118.01 920-1050 62nd Avenue South
118.02 4616 & 0000 Xxxxxx Xxxx Xxxxxxx
119 000 XxXxxxx Xxxx
000 0000 Xxxxx Xxxxxxxx
Loan # City State Zip Code County
------ -------------------------------- ------- ------------------- -----------------
1 Various CA Various Various
1.01 Xxxxxxxx XX 00000 Santa Xxxxx
1.02 Xxxxxxxx Xxxx XX 00000 Santa Xxxxx
1.03 Xxxxxxxx XX 00000 Santa Xxxxx
1.04 Xxxxx Xxxxx XX 00000 Santa Xxxxx
1.05 Xxxxx Xxxxx XX 00000 Santa Xxxxx
1.06 Xxxxx Xxxxx XX 00000 Santa Xxxxx
1.07 Xxx Xxxx XX 00000 Santa Xxxxx
1.08 Xxxxxxxxx, Xxxxx Xxxxx, Xxx Xxxx XX 00000, 95054, 00000 Xxxxx Xxxxx
0.00 Xxx Xxxx XX 00000 Santa Xxxxx
1.1 Xxxxxxxxx XX 00000 Santa Xxxxx
1.11 Xxxxxxxx Xxxx XX 00000 Santa Xxxxx
1.12 Xxxxx Xxxxx XX 00000 Santa Xxxxx
1.13 Xxxxxxxxx XX 00000 Santa Xxxxx
1.14 Xxxxxxxxx XX 00000 Santa Xxxxx
1.15 Xxx Xxxx XX 00000 Santa Xxxxx
1.16 Xxxxx Xxxxx XX 00000 Santa Xxxxx
1.17 Xxxxxxxxx XX 00000 Santa Xxxxx
1.18 Xxxxx Xxxxx XX 00000 Xxxxx Xxxxx
0 Xxxxxxx XX 00000 Xxxx
2.01 Xxxxxxx XX 00000 Xxxx
2.02 Xxxxxxx XX 00000 Xxxx
4 Xxxxxxxxx XX 00000 Arlington
6 Various Xxxxxxx Xxxxxxx Xxxxxxx
0.00 Xxxxxx XX 00000 Xxxxxx
6.02 Xxxxx XX 00000 Kent
6.03 Xxxxxxxxx Xxxxx XX 00000 Broward
6.04 Xxxxxxxx XX 00000 Xxxx
6.05 Xxxxxx XX 00000 New Haven
6.06 Xxxxxxx Xxxx XX 00000 Prince Georges
6.07 Xxxxxxxx Xxxxxxx XX 00000 Xxxxxxxxxx
9 Xxxxxx XX 00000 Dallas
10 Xxxxxxxxx XX 00000 Milwaukee
11 Xxxxxxxxx XX 00000 Richland
12 Xxxxxxx XX 00000 Xxxxxx
13 Xxxx Xxxx XX 00000 Xxxxxx Xxxxxxx
00 Xxxxxxx XX 00000 Fairfax
15 Xxxxxxxx XX 00000 Union
17 Xxxxx XX 00000 Xxxxx
21 Xxxxxx Xxxx XX 00000 Camden
24 Xxxxxxxxxx XX 00000 Xxxxxxxx
26 Xxxxxx Bay MD 00000 Xxxx Xxxxxxx
00 Xxxxxxx XX 00000 Xxxxxx
29 Xxxxxx XX 00000 San Diego
31 Xxxxxxxx Xxxx XX 00000 Oklahoma
32 Xxxxxxxxx XX 00000 Mecklenburg
37 Xxxxxxxxxxxx XX 00000 Xxxxxx
38 Xxxxxxxxxxxx XX 00000 Xxxxxx
40 Xxxxxxxxxx XX 00000 Sacramento
42 Xxxxxxxxxx XX 00000 Greenville
44 Xxxxxx XX 00000 Rockland
46 Xxxxx Xxx XX 00000 Orange
47 Xxx Xxxxx XX 00000 Washtenaw
50 Xxxxxxxxx XX 00000 Milwaukee
51 Xxxxxxxx Xxxx XX 00000 Oklahoma
52 Xx Xxxx XX 00000 Xx Xxxx
00 Xxxxxxxxxxx XX 00000 Hall
58 Dallas TX 75240 Dallas
59 Xxxxxx XX 00000 Cayuga
62 Xxxxxxxxx XX 00000 Frederick
64 Xxxxxxx XX 00000 Xxxx
66 Xxxxxxxxxx XX 00000 Sacramento
00 Xxxxx Xxxxxx XX 00000 Fairfax
68 Xxxxxxxx XX 00000 Xxxxxxx
69 Xxxxxxxx Xxxxxxx XX 00000 Xx Xxxx
00 Xxxxxxxxxxxx XX 00000 Xxxxxx
71 Xxxxxxxxxxxx XX 00000 Xxxxxx
76 Xxxxxxx XX 00000 Xxxxxx
79 Xxxx Xxxxx XX 00000 Sebastian
80 Xxxxxxxxxx XX 00000 Franklin
83 Xxxxxxx XX 00000 Burlington
84 Xxxxxxx Xxxx XX 00000 Newport News City
85 Dallas TX 75248 Dallas
89 Xxxxxxxxx XX 00000 Xxxx Arundel
90 Xxxxxxxxx XX 00000 Xxxx
91 Xxxxxxx XX 00000 Polk
92 Xxxxxxxxxxxx XX 00000 Cumberland
93 Xxxxxxx XX 00000 Greensville
94 Xxxxxxxxx Xxxx XX 00000 Xxxxx Xxxx'x
00 Xxxxxxx XX 00000 Grundy
97 Lake Station IN 00000 Xxxx
00 Xxxx Xxxxxxx XX 00000 Xxxxxx
99 Xxxxxxxxxxx XX 00000 Dorchester
100 Rogers AR 00000 Xxxxxx
000 Xxxxxx Xxxx XX 00000 Xxxx
104 Poquoson VA 23662 Xxxxxxxx Xxxx
000 Xxxxxx XX 00000 Horry
106 Xxxxx XX 00000 Xxxx
107 Xxxxx XX 00000 Oneida
000 Xxxxxxxx XX 00000 Ada
111 Xxxxx XX 00000 Xxxxx
112 Xxxx Xxxxx XX 00000 Lake
113 Xxxxxxxx Xxxx XX 00000 Xxxxxx
000 Xxxxxxxxxx Xxxxx XX 00000 Xxxxxxx
000 Xxxxxxxxxxxx XX 00000 Xxxxxx
118 Various FL Various Various
118.01 Xx. Xxxxxxxxxx XX 00000 Pinellas
118.02 Xxxxxx XX 00000 Xxxxxxx
119 La Porte IN 46350 Xx Xxxxx
000 Xxxxxxx XX 00000 Xxxx
Loan # Property Name Size Measure Interest Rate (%)
------ ------------------------------------------------- ------- ----------- -----------------
1 RREEF Silicon Valley Office Portfolio 5332996 Square Feet 6.14040
1.01 Quantum Business Park 775249 Square Feet 6.14040
1.02 Xxxxx 4-7 397510 Square Feet 6.14040
1.03 Milpitas Business Park 608968 Square Feet 6.14040
1.04 Marriot 427501 Square Feet 6.14040
0.00 Xxxx Xxxxxx Xxxxx X xxx Xxxxx XX 000000 Square Feet 6.14040
1.06 Xxx 1-6/Xxxxxx 371106 Square Feet 6.14040
1.07 Xxxxx Xxxxxx Xxxxxxxx Xxxx 000000 Square Feet 6.14040
1.08 Sunnyvale/Santa Xxxxx/Xxx Xxxx 000000 Square Feet 6.14040
1.09 Orchard Park 260561 Square Feet 6.14040
1.1 Xxxxx Park I 252615 Square Feet 6.14040
1.11 Mountain View Properties 170769 Square Feet 6.14040
1.12 Xxxxx 1-8 251061 Square Feet 6.14040
1.13 Peery Park II 202149 Square Feet 6.14040
1.14 Macara A&B 96066 Square Feet 6.14040
1.15 Zanker/Brokaw 120693 Square Feet 6.14040
1.16 Xxxxxxxxx X-X 000000 Square Feet 6.14040
1.17 Xxxxx Park Biotech 83336 Square Feet 6.14040
1.18 Great America Xxxxxxx X-X 00000 Square Feet 6.14040
2 One & Two Prudential Plazas 2196342 Square Feet 6.06220
2.01 Two Prudential Plaza 993507 Square Feet 6.06220
2.02 One Prudential Plaza 1202835 Square Feet 6.06220
0 Xxxxxxx Xxxxx 000000 Square Feet 6.16600
6 Centro Portfolio 932912 Square Feet 6.31750
6.01 Town Square Mall 279601 Square Feet 6.31750
6.02 North Dover Shopping Center 191855 Square Feet 6.31750
6.03 Century Plaza 90523 Square Feet 6.31750
6.04 Village at Mableton 239474 Square Feet 6.31750
0.00 Xxxxxxx Xxxxx X 00000 Square Feet 6.31750
6.06 Campus Village 25529 Square Feet 6.31750
6.07 Xxxxxxxx Xxxxx 00000 Square Feet 6.31750
9 Fairmont Hotel Dallas 551 Rooms 6.29500
10 000 Xxxx Xxxxxxxxx Xxxxxx 000000 Xxxxxx Feet 5.89250
00 Xxxxxxxxx Xxxxxxxx Xxxx 396000 Square Feet 6.09350
00 Xxxxxxx Xxxxxxx 000000 Xxxxxx Feet 6.27000
13 Eastover Shopping Center 265334 Square Feet 6.29850
00 Xxxxxx Xxxxx Xxxxxx Xxxxxxx 328 Rooms 6.13250
15 Parkway Business Center 743047 Square Feet 6.21650
00 Xxxxxxxx Xxxxx Shopping Center 229139 Square Feet 6.02500
21 Colwick Executive Center 170950 Square Feet 6.28500
24 Orchard of Xxxxxx 312 Units 6.37400
26 Fila USA Distribution Facility 379012 Square Feet 6.10200
00 Xxxxxxxx Xxxxxxxx Xxxxxx 00000 Xxxxxx Feet 6.16000
29 Santee Town Center 103903 Square Feet 6.19250
31 Corporate Tower 273640 Square Feet 6.24300
00 Xxxxxxx Xxxxxx - Xxxxxxxxx 000 Rooms 5.81400
00 Xxxxxxx Xxxxxx - Xxxxxxxxxxxx 000 Rooms 5.81400
38 Lake Marina Apartments 348 Units 6.21000
40 Nationwide Insurance Building 68153 Square Feet 6.25000
42 Infor Global Solutions Office Building 124836 Square Feet 6.53500
44 00-00 Xxxxxx Xxxx Xxxxx 00000 Xxxxxx Feet 6.20000
46 Newport Trade Center 82151 Square Feet 6.16500
00 Xxxxxxx Xxxxx 00000 Xxxxxx Feet 6.30850
00 Xxxxx Xxxxxx Xxxxxxxx Xxxxxx 00000 Xxxxxx Feet 6.22000
00 Xxxxxx Xxxxx Xxxxxxxx Xxxxxx 000000 Square Feet 6.14750
52 Montwood Shopping Center 177336 Square Feet 6.39000
54 Gainesville Towne Center 142468 Square Feet 6.25000
00 Xxxxx Xxxxx Xxxxxxxxxx 000 Xxxxx 6.09200
59 Standard Xxxxx Apartments 330 Units 6.30000
62 0000 Xxxxxxxxx Xxxxx 00000 Xxxxxx Feet 6.10000
64 Paradise LLC 278 Pads 6.33000
66 Fairfield Inn & Suites Sacramento Airport Natomas 93 Rooms 6.46000
00 Xxxxxxx Xxxxxxxx Xxxx 00000 Square Feet 6.16000
00 Xxxxxxxx Xxxxxx 252 Beds 5.93500
00 Xxxxxxx Xxxxx Xxxxxx XX 00000 Square Feet 6.32500
70 Lake Camelot Apartments 200 Units 6.21000
71 The Lodge Apartments 166 Units 6.21000
76 Page Parkes Building 66145 Square Feet 6.17400
00 Xxxxxxxxx Xxxxxxx Apartments 305 Units 6.18500
80 Xxxxx Heights Mall 112149 Square Feet 6.11000
83 3000 Lincoln 65056 Square Feet 6.08500
84 Stoneybrook Shopping Center 74340 Square Feet 6.45000
00 Xxxxx Xxxxx Xxxxxx Xxxxxxxx 00000 Xxxxxx Feet 6.23000
00 000-000 Admiral Cochrane Drive 36220 Square Feet 6.38000
00 Xxxxx Xxxxx Xxxxxx Xxxxxxxx 00000 Xxxxxx Feet 6.11000
91 Springtree Xxxxxxx Apartments 144 Units 5.57000
92 Austin Creek Apartments 84 Units 6.22000
93 Emporia Marketplace 79070 Square Feet 6.21000
00 Xxxxxxxxx Xxxx Xxxxxxxxx Inn 78 Rooms 6.39000
96 Book Xxxxxx Xxxxx 167 Pads 6.33000
97 Mansard du Lac 234 Pads 6.12700
98 Woodbrook Village 138 Units 6.09000
99 Walgreens - Xxxxxxxxxxx, XX 00000 Square Feet 6.17700
000 Xxxxxx Xxxxx Xxxxxxxxxx 000 Xxxxx 6.35000
000 0000-0000 Xxxx 000xx Xxxxxx 00000 Square Feet 6.84000
000 Xxxxx Xxxxx Xxxxx 00000 Xxxxxx Feet 6.65000
000 Xxxxxxx Xxxxx Xxxxxxxx Xxxxxx 00000 Square Feet 6.41600
000 Xxxxxxxxx Xxxxxxx 111 Pads 6.12700
107 0000 Xxxx Xxxxxx 00000 Xxxxxx Feet 6.72000
110 Office Value 22726 Square Feet 6.29000
000 Xxxxxxx Xxxx Xxxxxxxxxx 000 Xxxxx 5.87000
112 Rockland Mobile Home Park 65 Pads 6.31750
113 Citizens National Bank Building 14102 Square Feet 6.31000
114 Crescendo Office 15042 Square Feet 6.55600
115 Fountainview Apartments 96 Units 6.24000
000 Xxxxx Xxxx Xxxxxxxxx Xxxxxxxxx 48 Units 6.31000
118.01 Plaza Arms Apartments 40 Units 6.31000
118.02 Golden Gate Apartments 8 Units 6.31000
119 Lakeside LLC 88 Pads 6.12700
120 Olympia LLC 11510 Square Feet 6.56750
Loan # Net Mortgage Interest Rate Original Balance Cutoff Balance Term Rem. Term Maturity/ARD Date
------ -------------------------- ---------------- -------------- ---- --------- -----------------
1 6.11940 250,000,000 250,000,000 84 82 07/09/13
1.01 43,396,071 43,396,071 84 82 07/09/13
1.02 35,081,786 35,081,786 84 82 07/09/13
1.03 21,665,357 21,665,357 84 82 07/09/13
1.04 20,536,786 20,536,786 84 82 07/09/13
1.05 20,515,000 20,515,000 84 82 07/09/13
1.06 16,607,500 16,607,500 84 82 07/09/13
1.07 14,566,786 14,566,786 84 82 07/09/13
1.08 11,462,143 11,462,143 84 82 07/09/13
1.09 10,854,286 10,854,286 84 82 07/09/13
1.1 9,139,286 9,139,286 84 82 07/09/13
1.11 8,596,786 8,596,786 84 82 07/09/13
1.12 8,401,429 8,401,429 84 82 07/09/13
1.13 7,381,071 7,381,071 84 82 07/09/13
1.14 5,036,429 5,036,429 84 82 07/09/13
1.15 4,862,857 4,862,857 84 82 07/09/13
1.16 4,515,357 4,515,357 84 82 07/09/13
1.17 4,255,000 4,255,000 84 82 07/09/13
1.18 3,126,070 3,126,070 84 82 07/09/13
2 6.04120 205,000,000 205,000,000 120 117 06/01/16
2.01 106,500,000 106,500,000 120 117 06/01/16
2.02 98,500,000 98,500,000 120 117 06/01/16
4 6.13500 92,700,000 92,700,000 120 118 07/01/16
6 6.29650 86,000,000 86,000,000 120 118 07/01/16
6.01 29,400,000 29,400,000 120 118 07/01/16
6.02 16,100,000 16,100,000 120 118 07/01/16
6.03 12,300,000 12,300,000 120 118 07/01/16
6.04 10,100,000 10,100,000 120 118 07/01/16
6.05 8,200,000 8,200,000 120 118 07/01/16
6.06 5,100,000 5,100,000 120 118 07/01/16
6.07 4,800,000 4,800,000 120 118 07/01/16
9 6.27400 52,640,000 52,640,000 60 59 08/01/11
10 5.87150 46,000,000 46,000,000 120 119 08/01/16
11 6.07250 37,000,000 37,000,000 120 119 08/01/16
12 6.23900 35,000,000 35,000,000 158 158 11/01/19
13 6.27750 30,900,000 30,900,000 120 119 08/01/16
14 6.09150 30,000,000 30,000,000 120 119 08/01/16
15 6.18550 30,000,000 30,000,000 120 118 07/01/16
17 6.00400 23,120,000 23,120,000 120 118 07/01/16
21 6.24400 17,760,000 17,760,000 120 119 08/01/16
24 6.35300 17,200,000 17,200,000 60 57 06/01/11
26 6.08100 16,900,000 16,900,000 120 117 06/01/16
28 6.08900 16,500,000 16,473,718 120 118 07/01/16
29 6.17150 15,450,000 15,450,000 120 118 07/01/16
31 6.22200 15,000,000 14,988,349 120 119 08/01/16
32 5.79300 15,000,000 14,938,318 120 118 07/01/16
37 5.79300 13,000,000 12,946,543 120 118 07/01/16
38 6.18900 12,600,000 12,580,198 120 118 07/01/16
40 6.22900 11,500,000 11,482,122 120 118 07/01/16
42 6.51400 10,850,000 10,810,476 180 177 06/01/21
44 6.17900 10,600,000 10,591,672 120 119 08/01/16
46 6.14400 10,000,000 9,984,093 120 118 07/01/16
47 6.28750 9,875,000 9,859,891 120 118 07/01/16
50 6.14900 9,650,000 9,650,000 120 119 08/01/16
51 6.07650 9,500,000 9,500,000 120 120 09/01/16
52 6.36900 9,330,000 9,330,000 120 120 09/01/16
54 6.17900 9,138,000 9,138,000 120 118 07/01/16
58 6.03100 8,755,000 8,755,000 120 118 07/01/16
59 6.27900 8,700,000 8,700,000 120 119 08/01/16
62 6.02900 8,300,000 8,300,000 120 118 07/01/16
64 6.25900 8,000,000 8,000,000 120 118 07/01/16
66 6.43900 7,500,000 7,500,000 120 119 08/01/16
67 6.09900 7,460,000 7,460,000 120 118 07/01/16
68 5.91400 7,475,000 7,448,354 120 116 05/01/16
69 6.30400 7,000,000 6,989,338 120 118 07/01/16
70 6.18900 7,000,000 6,988,999 120 118 07/01/16
71 6.18900 6,950,000 6,939,078 120 118 07/01/16
76 6.15300 6,160,000 6,160,000 120 120 09/01/16
79 6.07400 6,000,000 5,979,871 120 116 05/01/16
80 6.02900 5,840,000 5,840,000 120 118 07/01/16
83 6.06400 5,520,000 5,520,000 120 118 07/01/16
84 6.33900 5,380,000 5,380,000 120 118 07/01/16
85 6.15900 5,320,000 5,320,000 120 118 07/01/16
89 6.28900 4,760,000 4,760,000 120 118 07/01/16
90 6.01900 4,700,000 4,700,000 120 120 09/01/16
91 5.49900 4,712,000 4,677,305 120 113 02/01/16
92 6.15400 4,600,000 4,592,790 120 118 07/01/16
93 6.15900 4,415,000 4,415,000 120 118 07/01/16
94 6.30900 4,300,000 4,293,567 120 118 07/01/16
96 6.25900 4,150,000 4,150,000 120 118 07/01/16
97 6.05600 4,125,000 4,125,000 120 118 07/01/16
98 6.01900 3,700,000 3,693,996 120 118 07/01/16
99 6.08600 3,675,000 3,675,000 120 120 09/01/16
100 6.32900 3,680,000 3,674,433 120 118 07/01/16
103 6.81900 3,275,000 3,272,852 60 59 08/01/11
104 6.55900 3,250,000 3,245,481 180 178 07/01/21
105 6.32500 3,200,000 3,200,000 120 119 08/01/16
106 6.05600 3,200,000 3,200,000 120 118 07/01/16
107 6.69900 3,090,000 3,085,789 120 118 07/01/16
110 6.26900 2,850,000 2,845,617 120 118 07/01/16
111 5.79900 2,850,000 2,822,142 120 110 11/01/15
112 6.29650 2,800,000 2,800,000 120 119 08/01/16
113 6.21900 2,700,000 2,700,000 120 118 07/01/16
114 6.53500 2,700,000 2,696,144 120 118 07/01/16
115 6.21900 2,500,000 2,498,057 120 119 08/01/16
118 6.28900 1,905,000 1,905,000 120 118 07/01/16
118.01 1,300,976 1,300,976 120 118 07/01/16
118.02 604,024 604,024 120 118 07/01/16
119 6.05600 1,425,000 1,425,000 120 118 07/01/16
120 6.54650 600,000 599,317 120 119 08/01/16
Loan # Amort. Term Rem. Amort. Monthly Debt Service Servicing Fee Rate Accrual Type ARD (Y/N) ARD Step Up (%)
------ ----------- ----------- -------------------- ------------------ ------------ --------- ---------------
1 0 0 1,297,017 Actual/360 No
1.01 0 0 No
1.02 0 0 No
1.03 0 0 No
1.04 0 0 No
1.05 0 0 No
1.06 0 0 No
1.07 0 0 No
1.08 0 0 No
1.09 0 0 No
1.1 0 0 No
1.11 0 0 No
1.12 0 0 No
1.13 0 0 No
1.14 0 0 No
1.15 0 0 No
1.16 0 0 No
1.17 0 0 No
1.18 0 0 No
2 0 0 1,050,010 Actual/360 No
2.01 0 0 No
2.02 0 0 No
4 0 0 482,939 Actual/360 No
6 0 0 459,042 Actual/360 No
6.01 0 0 No
6.02 0 0 No
6.03 0 0 No
6.04 0 0 No
6.05 0 0 No
6.06 0 0 No
6.07 0 0 No
9 0 0 279,976 Actual/360 No
10 360 360 272,622 Actual/360 No
11 0 0 190,492 Actual/360 No
12 360 360 215,956 Actual/360 No
13 360 360 191,232 Actual/360 No
14 360 360 182,429 Actual/360 No
15 360 360 184,062 Actual/360 No
17 360 360 138,988 Actual/360 No
21 360 360 109,756 Actual/360 No
24 360 360 107,294 Actual/360 No
26 360 360 102,435 Actual/360 No
28 360 358 100,630 Actual/360 No
29 360 360 94,551 Actual/360 No
31 360 359 92,289 Actual/360 No
32 240 238 105,861 Actual/360 No
37 240 238 91,746 Actual/360 No
38 360 358 77,253 Actual/360 No
40 360 358 70,808 Actual/360 No
42 300 297 73,497 Actual/360 No
44 360 359 64,922 Actual/360 No
46 360 358 61,020 Actual/360 No
47 360 358 61,178 Actual/360 No
50 360 360 59,229 Actual/360 No
51 360 360 57,861 Actual/360 No
52 360 360 58,299 Actual/360 No
54 360 360 56,264 Actual/360 No
58 360 360 53,010 Actual/360 No
59 360 360 53,851 Actual/360 No
62 360 360 50,298 Actual/360 No
64 360 360 49,674 Actual/360 No
66 300 300 50,453 Actual/360 No
67 360 360 45,497 Actual/360 No
68 360 356 44,505 Actual/360 No
69 360 358 43,442 Actual/360 No
70 360 358 42,918 Actual/360 No
71 360 358 42,612 Actual/360 No
76 360 360 37,624 Actual/360 No
79 360 356 36,690 Actual/360 No
80 360 360 35,428 Actual/360 No
83 360 360 33,397 Actual/360 No
84 360 360 33,829 Actual/360 No
85 360 360 32,687 Actual/360 No
89 360 360 29,712 Actual/360 No
90 360 360 28,512 Actual/360 No
91 360 353 26,962 Actual/360 No
92 360 358 28,233 Actual/360 No
93 360 360 27,069 Actual/360 No
94 360 358 26,869 Actual/360 No
96 360 360 25,769 Actual/360 No
97 360 360 25,069 Actual/360 No
98 360 358 22,398 Actual/360 No
99 360 360 22,453 Actual/360 No
100 360 358 22,898 Actual/360 No
103 360 359 21,438 Actual/360 No
104 360 358 20,864 Actual/360 No
105 360 360 20,050 Actual/360 No
106 360 360 19,448 Actual/360 No
107 360 358 19,980 Actual/360 No
110 360 358 17,622 Actual/360 No
111 360 350 16,850 Actual/360 No
112 360 360 17,363 Actual/360 No
113 360 360 16,730 Actual/360 No
114 360 358 17,165 Actual/360 No
115 360 359 15,377 Actual/360 No
118 360 360 11,804 Actual/360 No
118.01 360 360 No
118.02 360 360 No
119 360 360 8,660 Actual/360 No
120 300 299 4,077 Actual/360 No
Loan # Title Type Crossed Loan Originator/Loan Seller
------ ----------------- ------------ ----------------------
1 Fee JPMCB
1.01 Fee JPMCB
1.02 Fee JPMCB
1.03 Fee JPMCB
1.04 Fee JPMCB
1.05 Fee JPMCB
1.06 Fee JPMCB
1.07 Fee JPMCB
1.08 Fee JPMCB
1.09 Fee JPMCB
1.1 Fee JPMCB
1.11 Fee JPMCB
1.12 Fee JPMCB
1.13 Fee JPMCB
1.14 Fee JPMCB
1.15 Fee JPMCB
1.16 Fee JPMCB
1.17 Fee JPMCB
1.18 Fee JPMCB
2 Fee JPMCB
2.01 Fee JPMCB
2.02 Fee JPMCB
4 Fee JPMCB
6 Fee JPMCB
6.01 Fee JPMCB
6.02 Fee JPMCB
6.03 Fee JPMCB
6.04 Fee JPMCB
6.05 Fee JPMCB
6.06 Fee JPMCB
6.07 Fee JPMCB
9 Fee JPMCB
10 Fee JPMCB
11 Fee JPMCB
12 Fee JPMCB
13 Fee JPMCB
14 Fee and Leasehold JPMCB
15 Fee JPMCB
17 Fee JPMCB
21 Fee JPMCB
24 Fee JPMCB
26 Fee JPMCB
28 Fee JPMCB
29 Fee JPMCB
31 Fee JPMCB
32 Fee and Leasehold JPMCB
37 Fee and Leasehold JPMCB
38 Fee JPMCB
40 Fee JPMCB
42 Fee JPMCB
44 Fee JPMCB
46 Fee JPMCB
47 Fee JPMCB
50 Fee JPMCB
51 Fee JPMCB
52 Fee JPMCB
54 Fee JPMCB
58 Fee JPMCB
59 Fee JPMCB
62 Fee JPMCB
64 Fee A JPMCB
66 Fee JPMCB
67 Fee JPMCB
68 Fee JPMCB
69 Fee JPMCB
70 Fee JPMCB
71 Fee JPMCB
76 Fee JPMCB
79 Fee JPMCB
80 Fee JPMCB
83 Fee JPMCB
84 Fee JPMCB
85 Fee JPMCB
89 Fee JPMCB
90 Fee JPMCB
91 Fee JPMCB
92 Fee JPMCB
93 Fee JPMCB
94 Fee JPMCB
96 Fee B JPMCB
97 Fee B JPMCB
98 Fee JPMCB
99 Fee JPMCB
100 Fee JPMCB
103 Fee JPMCB
104 Fee JPMCB
105 Fee JPMCB
106 Fee A JPMCB
107 Fee and Leasehold JPMCB
110 Fee JPMCB
111 Fee JPMCB
112 Fee A JPMCB
113 Fee and Leasehold JPMCB
114 Fee JPMCB
115 Fee JPMCB
118 Fee JPMCB
118.01 Fee JPMCB
118.02 Fee JPMCB
119 Fee B JPMCB
120 Fee A JPMCB
Loan # Guarantor Letter of Credit
------ ---------------------------------------------------------------- ----------------
1 RREEF America REIT III, Inc. No
1.01 No
1.02 No
1.03 No
1.04 No
1.05 No
1.06 No
1.07 No
1.08 No
1.09 No
1.1 No
1.11 No
1.12 No
1.13 No
1.14 No
1.15 No
1.16 No
1.17 No
1.18 No
2 BFPRU II, LLC No
2.01 No
2.02 No
4 Xxxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxx X. Xxxxx Xx
0 Xxxxxx Xxxx Xxxxxxx Reit 7, Inc. No
6.01 No
6.02 No
6.03 No
6.04 No
6.05 No
6.06 No
6.07 No
9 PCCP CS Dallas Hotel, LLC No
10 Xxxxxxx X. Xxxxxxx No
11 No
12 Xxxx X. Xxxxxxxx, Xxx X. Xxxx No
13 DLC Management Corporation, Delphi Commercial Properties, Inc. No
14 The RDR Family LLC Xx
00 Xxxxxx Xxxxxxx Xx
00 Xxxxxx XXX & Investment Trust No
21 Xxxxxx Xxxxxxx No
24 Xxxxxxxx X. Xxxxxx No
26 No
28 Xxxxx X. Xxxxxxxxxxx No
29 Xxxxx Xxxxx, Xxxxx X. Xxxxxxxxxx, Xxxx Xxxxxxxxxx No
31 Xxx X. Xxxxxx & Xxxx X. Xxxxxxx 2,400,000.0
32 Felcor Lodging Limited Partnership, Xxxx X. Xxxxxxx No
37 FelCor/Indianapolis Hotel, LLC No
38 Xxxx X. Xxxxxx-Xxxxx and Xxxx X. Xxxxxxxx Zidan No
40 Xxxxxxx X. Xxxxxxx No
42 Corporate Property Associates 16 - Global Incorporated No
44 Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx No
46 Plazamerica, Inc. No
47 Xxxxx Xxxxxxxx and Xxxx Xxxxxxxx 1,400,000.0
50 Xxxxx Xxxxxx No
51 Xxxxxxxx Xxxxxxx No
52 Xxxxxx Xxxxxxxxxxx No
54 Sterling Centrecorp U.S. Inc. No
58 Xxxx Xxxxxxxx, Xxxx Xxxxx No
59 Xxxx Xxxxxx and Xxxxxx Xxxxxxxxx No
62 Xxxxxx X. Xxxxxxx, Xx. No
64 Xxxxxx X. Xxxxx No
66 Xxxxx Xxxx Xxxxxxx, Eve Bloomberg Justice No
67 Xxxxxxxxxx Xxxxx and Xxxxxx Xxxxx No
68 Xxxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxx No
69 Xxxxxx Xxxxxx 500,000.0
70 Xxxx X. Xxxxxx-Xxxxx and Xxxx X. Xxxxxxxx Zidan No
71 Xxxx X. Xxxxxx-Xxxxx, Xxxx X. Xxxxxxxx Zidan No
76 Xxxxxxx X. Xxxxx, III, Xxxxx Xxxxxxxxx No
79 Xxxx X. Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx Xxxxx, Xxxxxxx Xxxxxxx No
80 Xxxx Xxxxxxxxxx Xx
00 Xxxxxxx Xxxxxxxx No
84 Xxxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx No
85 Xxx X. Xxxxx No
89 Xxxxxxx Xxxxx Xxxxx (Limited) No
90 Xxxxxx X. Xxxxxx No
91 Xxxx Xxxxxxx,Xxxxxxx Xxxxxx and Xxxxx X. Xxxxxxx No
92 Xxxxxx G Xxxxxxxx and Xxxxxxxxxxx X. Xxxxx No
93 B. Xxxxx Xxxx, Xxxxxx X. Xxxx No
94 Xxxxx X. Xxxxxx (Limited) Xx
00 Xxxxxx X. Xxxxx Xx
00 Xxxxxx X. Xxxxx No
98 Xxxxx Xxxxx Xxxxx and Xxxxxx X. Kuschinski No
99 Xxxxxx X. Xxxxxxxx, XX., Xxx Xxxxxxxx, Inc. No
100 Xxxx Xxxxxxx No
103 Xxxxxx X. Xxxxxxxxx, Xxxxx Xxxxxx, Xxxxxx X. Xxxxxx No
104 Xxxx X. Xxxxxx No
105 Xxxxxx X. Xxxxxxxx, Xx. and JGI Gateway, LLC No
106 Xxxxxx X. Xxxxx No
107 Xxxxxx Xxxxxx and Xxxx X. Xxxx, Xx. No
110 Xxxxx X. Xxxxx and Xxxxx Xxxxxx Xxxxx No
111 Xxxxx X. Xxxxx No
112 Xxxxxx X. Xxxxx No
113 Xxxxxx 40, LLC No
114 Xxxxx Xxxxxxxx, Xxxx Xxxxxxxx No
115 Xxxx X. Xxxxxx-Xxxxx, Xxxx X. Xxxxxxxx Zidan No
118 Xxxxxx X. Xxxx No
118.01 No
118.02 No
119 Xxxxxx X. Xxxxx No
120 Xxxxxx X. Xxxxx No
UPFRONT ESCROW
---------------------------------------------------------------------------------------------
Loan # Upfront CapEx Reserve Upfront Eng. Reserve Upfront Envir. Reserve Upfront TI/LC Reserve
------ --------------------- -------------------- ---------------------- ---------------------
1 0.00 0.00 0.00 0.00
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.1
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
2 0.00 903,006.00 0.00 31,000,000.00
2.01
2.02
4 0.00 0.00 0.00 4,000,000.00
6 0.00 0.00 0.00 0.00
6.01
6.02
6.03
6.04
6.05
6.06
6.07
9 0.00 0.00 0.00 0.00
10 0.00 0.00 0.00 0.00
11 0.00 0.00 0.00 0.00
12 0.00 0.00 0.00 0.00
13 0.00 1,000,000.00 437,500.00 0.00
14 0.00 0.00 0.00 0.00
15 0.00 17,040.00 48,000.00 0.00
17 0.00 0.00 0.00 0.00
21 0.00 0.00 0.00 0.00
24 0.00 0.00 0.00 0.00
26 0.00 0.00 300,000.00 0.00
28 0.00 0.00 0.00 0.00
29 0.00 0.00 0.00 0.00
31 0.00 0.00 0.00 0.00
32 0.00 0.00 0.00 0.00
37 0.00 0.00 0.00 0.00
38 0.00 6,250.00 0.00 0.00
40 0.00 0.00 0.00 0.00
42 0.00 0.00 0.00 0.00
44 97,000.00 0.00 0.00 0.00
46 22,533.10 0.00 0.00 325,000.00
47 0.00 0.00 0.00 0.00
50 0.00 0.00 0.00 0.00
51 0.00 9,375.00 0.00 90,000.00
52 0.00 13,033.00 0.00 0.00
54 0.00 0.00 0.00 0.00
58 0.00 0.00 0.00 0.00
59 0.00 12,500.00 0.00 0.00
62 0.00 0.00 0.00 0.00
64 0.00 47,765.00 0.00 0.00
66 0.00 0.00 0.00 0.00
67 20,000.00 8,750.00 0.00 200,000.00
68 0.00 0.00 0.00 0.00
69 0.00 0.00 0.00 55,704.36
70 282,967.00 0.00 0.00 0.00
71 0.00 137,938.00 0.00 0.00
76 0.00 235,228.00 0.00 120,000.00
79 0.00 191,233.00 0.00 0.00
80 0.00 0.00 0.00 0.00
83 0.00 0.00 0.00 0.00
84 94,556.00 0.00 0.00 0.00
85 0.00 0.00 0.00 0.00
89 0.00 0.00 0.00 0.00
90 0.00 0.00 0.00 0.00
91 600,000.00 13,375.00 0.00 0.00
92 0.00 0.00 0.00 0.00
93 0.00 0.00 0.00 0.00
94 0.00 0.00 0.00 0.00
96 0.00 12,687.50 0.00 0.00
97 0.00 46,750.00 0.00 0.00
98 0.00 0.00 0.00 0.00
99 0.00 0.00 0.00 0.00
100 0.00 0.00 0.00 0.00
103 0.00 0.00 0.00 0.00
104 0.00 0.00 0.00 0.00
105 0.00 7,300.00 0.00 0.00
106 0.00 0.00 0.00 0.00
107 0.00 0.00 0.00 0.00
110 0.00 0.00 0.00 50,000.00
111 0.00 0.00 0.00 0.00
112 0.00 23,469.00 0.00 0.00
113 0.00 0.00 0.00 0.00
114 0.00 0.00 0.00 0.00
115 0.00 41,875.00 0.00 0.00
118 0.00 0.00 0.00 0.00
118.01
118.02
119 0.00 0.00 0.00 0.00
120 0.00 16,250.00 0.00 0.00
MONTHLY ESCROW
--------------------------------------------------------------------- ---------------------
Loan # Upfront RE Tax Reserve Upfront Ins. Reserve Upfront Other Reserve Monthly Capex Reserve
------ ---------------------- -------------------- --------------------- - ---------------------
1 0.00 0.00 0.00 0.00
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.1
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
2 7,007,181.38 0.00 8,307,000.00 0.00
2.01
2.02
4 296,657.12 41,558.50 1,700,000.00 4633.00
6 0.00 0.00 0.00 0.00
6.01
6.02
6.03
6.04
6.05
6.06
6.07
9 0.00 0.00 0.00 0.00
10 78,187.17 5,507.17 192,915.00 937.00
11 0.00 0.00 0.00 0.00
12 112,497.91 6,256.67 0.00 943.51
13 31,078.10 0.00 0.00 2873.17
14 110,583.27 77,587.08 0.00 38523.00
15 175,000.00 20,578.75 0.00 6250.00
17 168,692.48 13,566.67 0.00 1909.50
21 34,143.43 2,957.33 0.00 2849.17
24 0.00 19,634.37 0.00 5464.08
26 0.00 0.00 0.00 0.00
28 155,947.33 9,953.25 0.00 672.42
29 26,851.88 3,444.00 0.00 1065.63
31 100,427.31 53,992.17 0.00 3310.00
32 0.00 0.00 0.00 0.00
37 0.00 0.00 0.00 0.00
38 57,562.73 53,564.25 0.00 5897.67
40 0.00 0.00 0.00 0.00
42 0.00 0.00 0.00 0.00
44 110,092.81 16,390.00 0.00 1457.00
46 21,587.26 0.00 0.00 0.00
47 228,517.60 20,317.00 0.00 0.00
50 107,989.80 1,712.42 0.00 2072.70
51 42,829.52 3,869.75 28,125.00 683.33
52 172,036.63 0.00 0.00 2613.42
54 28,914.73 11,762.50 0.00 1943.75
58 135,811.13 21,781.67 0.00 4812.50
59 53,821.19 23,700.00 0.00 6600.00
62 6,375.95 6,455.58 0.00 0.00
64 64,749.73 0.00 0.00 650.69
66 20,750.16 0.00 0.00 6749.54
67 13,641.50 2,475.25 0.00 1245.00
68 54,027.97 15,208.50 0.00 1274.70
69 12,466.23 0.00 0.00 0.00
70 36,898.00 45,119.25 0.00 3343.34
71 22,007.15 28,723.50 0.00 2830.14
76 94,060.83 9,989.12 94,000.00 200.00
79 43,750.00 15,620.95 0.00 5283.44
80 9,796.86 4,778.25 0.00 1412.96
83 5,785.91 9,994.50 0.00 2168.50
84 17,479.95 4,126.75 0.00 929.25
85 75,124.41 0.00 0.00 0.00
89 0.00 1,639.33 0.00 794.00
90 65,552.92 2,466.00 0.00 774.60
91 0.00 6,301.75 0.00 3012.01
92 47,074.50 11,240.25 0.00 895.00
93 37,359.51 3,170.75 0.00 1419.08
94 14,994.03 5,301.00 0.00 5512.00
96 12,256.10 0.00 0.00 350.69
97 12,545.36 0.00 0.00 388.89
98 128,625.81 19,043.75 0.00 2389.29
99 0.00 0.00 0.00 0.00
100 29,629.13 7,186.40 0.00 2138.00
103 42,607.17 4,910.83 0.00 1029.00
104 10,061.75 2,958.50 0.00 856.61
105 21,928.48 13,743.75 0.00 201.60
106 26,989.55 0.00 0.00 175.35
107 0.00 0.00 0.00 0.00
110 4,682.00 2,431.00 0.00 287.11
111 44,226.97 9,425.00 0.00 2083.33
112 697.64 0.00 0.00 271.00
113 0.00 0.00 0.00 179.09
114 12,163.67 3,775.09 0.00 0.00
115 14,898.82 10,048.50 0.00 1571.72
118 62,160.63 13,505.88 0.00 1150.00
118.01
118.02
119 3,549.66 0.00 0.00 255.82
120 22,234.69 0.00 0.00 212.17
----------------------------------------------------------------------------------------------
Loan # Monthly Envir. Reserve Monthly TI/LC Reserve Monthly RE Tax Reserve Monthly Ins. Reserve
------ ---------------------- --------------------- ---------------------- --------------------
1 0.00 0.00 0.00 0.00
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.1
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
2 0.00 0.00 1557151.42 0.00
2.01
2.02
4 0.00 0.00 74164.28 13852.83
6 0.00 0.00 0.00 0.00
6.01
6.02
6.03
6.04
6.05
6.06
6.07
9 0.00 0.00 0.00 0.00
10 0.00 8333.33 78187.17 5507.17
11 0.00 0.00 0.00 0.00
12 0.00 0.00 56248.95 3128.33
13 0.00 0.00 31078.10 0.00
14 0.00 0.00 27645.82 15517.42
15 0.00 15000.00 68900.00 4115.75
17 0.00 0.00 12976.34 3391.67
21 0.00 16667.00 34143.43 1478.67
24 0.00 0.00 26487.54 3926.87
26 0.00 0.00 0.00 0.00
28 0.00 5000.00 19493.42 1105.92
29 0.00 4329.00 13425.94 1722.00
31 0.00 12500.00 10042.73 3856.58
32 0.00 0.00 0.00 0.00
37 0.00 0.00 0.00 0.00
38 0.00 0.00 19187.58 5951.58
40 0.00 0.00 0.00 0.00
42 0.00 0.00 0.00 0.00
44 0.00 6250.00 15727.54 2731.67
46 0.00 7000.00 10793.62 0.00
47 0.00 0.00 22851.76 1847.00
50 0.00 5000.00 13498.73 1712.42
51 0.00 6271.38 7138.25 1289.92
52 0.00 7333.33 19115.18 0.00
54 0.00 0.00 3212.75 1960.42
58 0.00 0.00 19401.59 5445.42
59 0.00 0.00 26910.60 7900.00
62 0.00 2084.00 8077.17 496.58
64 0.00 0.00 16187.43 0.00
66 0.00 0.00 10375.08 0.00
67 0.00 6083.33 6820.75 825.08
68 0.00 0.00 4911.63 1689.83
69 0.00 0.00 12466.23 0.00
70 0.00 0.00 12299.33 5013.25
71 0.00 0.00 7335.72 3191.50
76 0.00 5000.00 9406.08 1664.85
79 0.00 0.00 5468.75 5206.98
80 0.00 0.00 9796.86 1592.75
83 0.00 5000.00 5785.91 1110.50
84 0.00 3333.33 5826.65 1375.58
85 0.00 12500.00 9390.55 0.00
89 0.00 4584.00 4047.27 409.83
90 0.00 4167.33 7283.66 411.00
91 0.00 0.00 13073.84 2100.58
92 0.00 0.00 5230.50 1248.92
93 0.00 2083.33 4151.06 1056.91
94 0.00 0.00 1874.25 1767.00
96 0.00 0.00 2505.22 0.00
97 0.00 0.00 3136.34 0.00
98 0.00 0.00 12862.58 2380.47
99 0.00 0.00 0.00 0.00
100 0.00 0.00 2962.91 2395.47
103 0.00 1281.00 8521.43 491.08
104 0.00 2127.67 3353.92 986.17
105 0.00 1172.92 2436.50 1527.08
106 0.00 0.00 6747.39 0.00
107 0.00 0.00 0.00 0.00
110 0.00 1750.00 2341.00 187.00
111 0.00 0.00 3685.58 3141.67
112 0.00 0.00 697.64 0.00
113 0.00 0.00 0.00 0.00
114 0.00 0.00 1216.37 471.89
115 0.00 0.00 2979.76 1674.75
118 0.00 0.00 6906.73 1689.12
118.01
118.02
119 0.00 0.00 1183.22 0.00
120 0.00 691.00 3705.78 0.00
Loan # Monthly Other Reserve Grace Period Lockbox In-place Property Type Defeasance Permitted
------ --------------------- ------------ ---------------- -------------------- --------------------
1 0.00 0 Yes Office Yes
1.01 0 No Office
1.02 0 No Office
1.03 0 No Office
1.04 0 No Office
1.05 0 No Office
1.06 0 No Office
1.07 0 No Office
1.08 0 No Office
1.09 0 No Office
1.1 0 No Office
1.11 0 No Office
1.12 0 No Office
1.13 0 No Office
1.14 0 No Office
1.15 0 No Office
1.16 0 No Office
1.17 0 No Office
1.18 0 No Office
2 0.00 10 Yes Office Yes
2.01 10 No Office
2.02 10 No Office
4 0.00 5 Yes Office Yes
6 0.00 7 Yes Various Yes
6.01 7 No Retail
6.02 7 No Retail
6.03 7 No Office
6.04 7 No Retail
6.05 7 No Retail
6.06 7 No Retail
6.07 7 No Office
9 0.00 10 Yes Hotel Yes
10 0.00 5 No Office Yes
11 0.00 7 Yes Retail Yes
12 0.00 5 No Office Yes
13 0.00 7 No Retail Yes
14 0.00 5 No Hotel Yes
15 0.00 5 No Industrial Yes
17 0.00 10 No Retail Yes
21 0.00 10 No Office Yes
24 0.00 7 No Multifamily Yes
26 0.00 7 No Industrial Yes
28 0.00 7 Yes Retail Yes
29 0.00 7 No Retail Yes
31 0.00 7 No Office Yes
32 0.00 0 No Hotel Yes
37 0.00 0 No Hotel Yes
38 0.00 7 No Multifamily Yes
40 0.00 7 Yes Office Yes
42 0.00 10 Yes Office Yes
44 0.00 7 No Office Yes
46 0.00 7 No Office Yes
47 0.00 10 No Mixed Use Yes
50 0.00 7 No Retail Yes
51 0.00 7 No Retail Yes
52 0.00 7 No Retail No
54 0.00 7 No Retail Yes
58 0.00 10 No Multifamily Yes
59 0.00 7 No Multifamily Yes
62 0.00 7 No Office Yes
64 0.00 7 No Manufactured Housing Yes
66 0.00 10 Yes Hotel Yes
67 0.00 7 No Office Yes
68 0.00 10 No Multifamily Yes
69 0.00 7 No Office Yes
70 0.00 7 No Multifamily Yes
71 0.00 7 No Multifamily Yes
76 0.00 7 No Office Yes
79 0.00 7 No Multifamily Yes
80 0.00 7 No Retail Yes
83 0.00 7 No Office Yes
84 0.00 7 Yes Retail Yes
85 0.00 7 No Office Yes
89 0.00 7 No Office Yes
90 0.00 10 No Office Yes
91 0.00 7 No Multifamily Yes
92 0.00 7 No Multifamily Yes
93 0.00 7 No Retail Yes
94 0.00 7 No Hotel Yes
96 0.00 7 No Manufactured Housing Yes
97 0.00 7 No Manufactured Housing Yes
98 0.00 7 No Multifamily Yes
99 0.00 7 Yes Retail Yes
100 0.00 7 No Multifamily Yes
103 0.00 7 No Retail Yes
104 0.00 7 No Retail Yes
105 0.00 7 No Retail Yes
106 0.00 7 No Manufactured Housing Yes
107 0.00 7 Yes Industrial Yes
110 0.00 7 No Retail Yes
111 0.00 7 No Multifamily No
112 0.00 7 No Manufactured Housing Yes
113 0.00 7 Yes Office Yes
114 0.00 10 No Office Yes
115 0.00 7 No Multifamily Yes
118 0.00 7 No Multifamily Yes
118.01 7 No Multifamily
118.02 7 No Multifamily
119 0.00 7 No Manufactured Housing Yes
120 0.00 7 No Office Yes
Loan # Interest Accrual Period Loan Group Final Maturity Date Remaining Amortization Term for Balloon Loans
------ ----------------------- ---------- ------------------- ---------------------------------------------
1 Actual/360 1
1.01 1
1.02 1
1.03 1
1.04 1
1.05 1
1.06 1
1.07 1
1.08 1
1.09 1
1.1 1
1.11 1
1.12 1
1.13 1
1.14 1
1.15 1
1.16 1
1.17 1
1.18 1
2 Actual/360 1
2.01 1
2.02 1
4 Actual/360 1
6 Actual/360 1
6.01 1
6.02 1
6.03 1
6.04 1
6.05 1
6.06 1
6.07 1
9 Actual/360 1
10 Actual/360 1 360
11 Actual/360 1
12 Actual/360 1 360
13 Actual/360 1 360
14 Actual/360 1 360
15 Actual/360 1 360
17 Actual/360 1 360
21 Actual/360 1 360
24 Actual/360 2 360
26 Actual/360 1 360
28 Actual/360 1 360
29 Actual/360 1 360
31 Actual/360 1 360
32 Actual/360 1 240
37 Actual/360 1 240
38 Actual/360 2 360
40 Actual/360 1 360
42 Actual/360 1 300
44 Actual/360 1 360
46 Actual/360 1 360
47 Actual/360 1 360
50 Actual/360 1 360
51 Actual/360 1 360
52 Actual/360 1 360
54 Actual/360 1 360
58 Actual/360 2 360
59 Actual/360 2 360
62 Actual/360 1 360
64 Actual/360 1 360
66 Actual/360 1 300
67 Actual/360 1 360
68 Actual/360 2 360
69 Actual/360 1 360
70 Actual/360 2 360
71 Actual/360 2 360
76 Actual/360 1 360
79 Actual/360 2 360
80 Actual/360 1 360
83 Actual/360 1 360
84 Actual/360 1 360
85 Actual/360 1 360
89 Actual/360 1 360
90 Actual/360 1 360
91 Actual/360 2 360
92 Actual/360 2 360
93 Actual/360 1 360
94 Actual/360 1 360
96 Actual/360 2 360
97 Actual/360 2 360
98 Actual/360 2 360
99 Actual/360 1 360
100 Actual/360 2 360
103 Actual/360 1 360
104 Actual/360 1 360
105 Actual/360 1 360
106 Actual/360 1 360
107 Actual/360 1 360
110 Actual/360 1 360
111 Actual/360 2 360
112 Actual/360 1 360
113 Actual/360 1 360
114 Actual/360 1 360
115 Actual/360 2 360
118 Actual/360 2 360
118.01 2 360
118.02 2 360
119 Actual/360 1 360
120 Actual/360 1 300
EXHIBIT B
REPRESENTATIONS AND WARRANTIES OF THE SELLER
(1) No Mortgage Loan is 30 days or more delinquent in payment of
principal and interest (without giving effect to any applicable grace period) as
of the Cut-off Date and no Mortgage Loan has been 30 days or more (without
giving effect to any applicable grace period) past due.
(2) Except with respect to the ARD Loans, which provide that the
rate at which interest accrues thereon increases after the Anticipated Repayment
Date, the Mortgage Loans (exclusive of any default interest, late charges or
prepayment premiums) are fixed rate mortgage loans with terms to maturity, at
origination or as of the most recent modification, as set forth in the Mortgage
Loan Schedule.
(3) The information pertaining to each Mortgage Loan set forth on
the Mortgage Loan Schedule is true and correct in all material respects as of
the Cut-off Date.
(4) At the time of the assignment of the Mortgage Loans to the
Purchaser, the Seller had good and marketable title to and was the sole owner
and holder of, each Mortgage Loan, free and clear of any pledge, lien,
encumbrance or security interest (subject to certain agreements regarding
servicing as provided in the Pooling and Servicing Agreement, subservicing
agreements permitted thereunder and that certain Servicing Rights Purchase and
Sale Agreement, dated as of September 1, 2006, between Master Servicer and
Seller) and such assignment validly and effectively transfers and conveys all
legal and beneficial ownership of the Mortgage Loans to the Purchaser free and
clear of any pledge, lien, encumbrance or security interest (subject to certain
agreements regarding servicing as provided in the Pooling and Servicing
Agreement, subservicing agreements permitted thereunder and that certain
Servicing Rights Purchase and Sale Agreement, dated as of September 1, 2006,
between Master Servicer and Seller).
(5) In respect of each Mortgage Loan, (A) in reliance on public
documents or certified copies of the incorporation or partnership or other
entity documents, as applicable, delivered in connection with the origination of
such Mortgage Loan, the related Mortgagor is an entity organized under the laws
of a state of the United States of America, the District of Columbia or the
Commonwealth of Puerto Rico and (B) the related Mortgagor is not a debtor in any
bankruptcy, receivership, conservatorship, reorganization, insolvency,
moratorium or similar proceeding.
(6) Each Mortgage Loan is secured by the related Mortgage which
establishes and creates a valid and subsisting first priority lien on the
related Mortgaged Property, or leasehold interest therein, comprising real
estate, free and clear of any liens, claims, encumbrances, participation
interests, pledges, charges or security interests subject only to Permitted
Encumbrances. Such Mortgage, together with any separate security agreement, UCC
Financing Statement or similar agreement, if any, establishes and creates a
first priority security interest in favor of the Seller in all personal property
owned by the Mortgagor that is used in, and is reasonably necessary to, the
operation of the related Mortgaged Property and, to the extent a security
interest may be created therein and perfected by the filing of a UCC Financing
Statement under the Uniform Commercial Code as in effect in the relevant
jurisdiction, the proceeds arising from the Mortgaged Property and other
collateral securing such Mortgage Loan, subject only to Permitted Encumbrances,
and to the extent that the Mortgaged Property is a hotel, such personal property
includes all personal property reasonably required to operate the related
Mortgaged Property as it is currently being operated by the Mortgagor. There
exists with respect to such Mortgaged Property an assignment of leases and rents
provision, either as part of the related Mortgage or as a separate document or
instrument, which establishes and creates a first priority security interest in
and to leases and rents arising in respect of the related Mortgaged Property,
subject only to Permitted Encumbrances. Except for the holder of the Subordinate
Companion Loan with respect to the AB Mortgage Loans, to the Seller's knowledge,
no person other than the related Mortgagor and the mortgagee own any interest in
any payments due under the related leases. The related Mortgage or such
assignment of leases and rents provision provides for the appointment of a
receiver for rents or allows the holder of the related Mortgage to enter into
possession of the related Mortgaged Property to collect rent or provides for
rents to be paid directly to the holder of the related Mortgage in the event of
a default beyond applicable notice and grace periods, if any, under the related
Mortgage Loan documents. As of the origination date, there were no mechanics' or
other similar liens or claims which have been filed for work, labor or materials
affecting the related Mortgaged Property which are or may be prior or equal to
the lien of the Mortgage, except those which were bonded or escrowed for or are
insured against pursuant to the applicable Title Insurance Policy (as defined
below). As of the Closing Date, to the Seller's knowledge, there are no
mechanics' or other similar liens or claims which have been filed for work,
labor or materials affecting the related Mortgaged Property which are or may be
prior or equal to the lien of the Mortgage, except those that are bonded or
escrowed for or which are insured against pursuant to the applicable Title
Insurance Policy (as defined below), except for Permitted Encumbrances. No
Mortgaged Property secures any mortgage loan not represented on the Mortgage
Loan Schedule; no Mortgage Loan is cross-collateralized or cross-defaulted with
any other mortgage loan other than one or more Mortgage Loans as shown on the
Mortgage Loan Schedule; no Mortgage Loan is secured by property which secures
another mortgage loan other than a Mortgage Loan as shown on the Mortgage Loan
Schedule. Notwithstanding the foregoing, no representation is made as to the
perfection of any security interest in rent, operating revenues or other
personal property to the extent that possession or control of such items or
actions other than the filing of UCC Financing Statements are required in order
to effect such perfection.
(7) The related Mortgagor under each Mortgage Loan has good and
indefeasible fee simple or, with respect to those Mortgage Loans described in
clause (20) hereof, leasehold title to the related Mortgaged Property comprising
real estate subject to any Permitted Encumbrances.
(8) The Seller has received an American Land Title Association
(ALTA) lender's title insurance policy or a comparable form of lender's title
insurance policy (or escrow instructions binding on the Title Insurer (as
defined below) and irrevocably obligating the Title Insurer to issue such title
insurance policy or a title policy commitment or pro-forma "marked up" at the
closing of the related Mortgage Loan and countersigned by the Title Insurer or
its authorized agent) as adopted in the applicable jurisdiction (the "Title
Insurance Policy"), which was issued by a nationally recognized title insurance
company (the "Title Insurer") qualified to do business in the jurisdiction where
the applicable Mortgaged Property is located (unless such jurisdiction is the
State of Iowa), covering the portion of each Mortgaged Property comprised of
real estate and insuring that the related Mortgage is a valid first lien in the
original principal amount of the related Mortgage Loan on the Mortgagor's fee
simple interest (or, if applicable, leasehold interest) in such Mortgaged
Property comprised of real estate, subject only to Permitted Encumbrances. Such
Title Insurance Policy was issued in connection with the origination of the
related Mortgage Loan. No claims have been made under such Title Insurance
Policy. Such Title Insurance Policy is in full force and effect and all premiums
thereon have been paid and will provide that the insured includes the owner of
the Mortgage Loan and its successors and/or assigns. No holder of the related
Mortgage has done, by act or omission, anything that would, and the Seller has
no actual knowledge of any other circumstance that would, impair the coverage
under such Title Insurance Policy. Such Title Insurance Policy contains no
exception regarding the encroachment upon any material easements of any material
permanent improvements located at the related Mortgaged Property for which the
grantee of such easement has the ability to force removal of such improvement,
or such Title Insurance Policy affirmatively insures (unless the related
Mortgaged Property is located in a jurisdiction where such affirmative insurance
is not available) against losses caused by forced removal of any material
permanent improvements on the related Mortgaged Property that encroach upon any
material easements.
(9) The related Assignment of Mortgage and the related assignment of
the Assignment of Leases executed in connection with each Mortgage, if any, have
been recorded in the applicable jurisdiction (or, if not recorded, have been
submitted for recording or are in recordable form (but for the insertion of the
name and address of the assignee and any related recording information which is
not yet available to the Seller)) and constitute the legal, valid and binding
assignment of such Mortgage and the related Assignment of Leases from the Seller
to the Purchaser. The endorsement of the related Mortgage Note by the Seller
constitutes the legal, valid, binding and enforceable (except as such
enforcement may be limited by anti-deficiency laws or bankruptcy, receivership,
conservatorship, reorganization, insolvency, moratorium or other similar laws
affecting the enforcement of creditors' rights generally, and by general
principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law)) assignment of such Mortgage Note, and together
with such Assignment of Mortgage and the related assignment of Assignment of
Leases, legally and validly conveys all right, title and interest in such
Mortgage Loan and Mortgage Loan documents to the Purchaser.
(10) (a) The Mortgage Loan documents for each Mortgage Loan provide
that such Mortgage Loan is non-recourse to the related parties thereto except
that the related Mortgagor and at least one individual or entity shall be fully
liable for actual losses, liabilities, costs and damages arising from certain
acts of the related Mortgagor and/or its principals specified in the related
Mortgage Loan documents, which acts generally include the following: (i) fraud
or material misrepresentation, (ii) the misapplication or misappropriation of
rents, insurance proceeds or condemnation awards, (iii) any act of actual waste,
and (iv) any breach of the environmental covenants contained in the related
Mortgage Loan documents.
(b) The Mortgage Loan documents for each Mortgage Loan contain
enforceable provisions such as to render the rights and remedies of
the holder thereof adequate for the practical realization against
the Mortgaged Property of the principal benefits of the security
intended to be provided thereby, including realization by judicial
or, if applicable, non-judicial foreclosure, and there is no
exemption available to the related Mortgagor which would interfere
with such right of foreclosure except any statutory right of
redemption or as may be limited by anti-deficiency laws or by
bankruptcy, receivership, conservatorship, reorganization,
insolvency, moratorium or other similar laws affecting the
enforcement of creditors' rights generally, and by general
principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law).
(c) Each of the related Mortgage Notes and Mortgages are the
legal, valid and binding obligations of the related Mortgagor named
on the Mortgage Loan Schedule and each of the other related Mortgage
Loan documents is the legal, valid and binding obligation of the
parties thereto (subject to any non-recourse provisions therein),
enforceable in accordance with its terms, except as such enforcement
may be limited by anti-deficiency or one form of action laws or
bankruptcy, receivership, conservatorship, reorganization,
insolvency, moratorium or other similar laws affecting the
enforcement of creditors' rights generally, and by general
principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law), and except that
certain provisions of such Mortgage Loan documents are or may be
unenforceable in whole or in part under applicable state or federal
laws, but the inclusion of such provisions does not render any of
the Mortgage Loan documents invalid as a whole, and such Mortgage
Loan documents taken as a whole are enforceable to the extent
necessary and customary for the practical realization of the
principal rights and benefits afforded thereby.
(d) The terms of the Mortgage Loans or the related Mortgage
Loan documents, have not been altered, impaired, modified or waived
in any material respect, except prior to the Cut-off Date by written
instrument duly submitted for recordation, to the extent required,
and as specifically set forth in the related Mortgage File and no
such alterations, impairments, modifications, or waivers have been
completed or consented to since August 1, 2006.
(e) With respect to each Mortgage which is a deed of trust, a
trustee, duly qualified under applicable law to serve as such,
currently so serves and is named in the deed of trust or has been
substituted in accordance with applicable law, and no fees or
expenses are or will become payable to the trustee under the deed of
trust, except in connection with a trustee's sale after default by
the Mortgagor other than de minimis fees paid in connection with the
release of the related Mortgaged Property or related security for
such Mortgage Loan following payment of such Mortgage Loan in full.
(11) No Mortgage Loan has been satisfied, canceled, subordinated,
released or rescinded, in whole or in part, and the related Mortgagor has not
been released, in whole or in part, from its obligations under any related
Mortgage Loan document.
(12) Except with respect to the enforceability of any provisions
requiring the payment of default interest, late fees, additional interest,
prepayment premiums or yield maintenance charges, neither the Mortgage Loan nor
any of the related Mortgage Loan documents is subject to any right of
rescission, set-off, abatement, diminution, valid counterclaim or defense,
including the defense of usury, nor will the operation of any of the terms of
any such Mortgage Loan documents, or the exercise (in compliance with procedures
permitted under applicable law) of any right thereunder, render any Mortgage
Loan documents subject to any right of rescission, set-off, abatement,
diminution, valid counterclaim or defense, including the defense of usury
(subject to anti-deficiency or one form of action laws and to bankruptcy,
receivership, conservatorship, reorganization, insolvency, moratorium or other
similar laws affecting the enforcement of creditor's rights generally and by
general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law)), and no such right of
rescission, set-off, abatement, diminution, valid counterclaim or defense has
been asserted with respect thereto. None of the Mortgage Loan documents provides
for a release of a portion of the Mortgaged Property from the lien of the
Mortgage except upon payment or defeasance in full of all obligations under the
Mortgage, provided that, notwithstanding the foregoing, certain of the Mortgage
Loans may allow partial release (a) upon payment or defeasance of an Allocated
Loan Amount which may be formula based, but in no event less than 125% of the
Allocated Loan Amount, or (b) in the event the portion of the Mortgaged Property
being released was not given any material value in connection with the
underwriting or appraisal of the related Mortgage Loan.
(13) As of the Closing Date, there is no payment default, after
giving effect to any applicable notice and/or grace period, and, to the Seller's
knowledge, as of the Closing Date, there is no other material default under any
of the related Mortgage Loan documents, after giving effect to any applicable
notice and/or grace period; no such material default or breach has been waived
by the Seller or on its behalf or, to the Seller's knowledge, by the Seller's
predecessors in interest with respect to the Mortgage Loans; and, to the
Seller's actual knowledge, no event has occurred which, with the passing of time
or giving of notice would constitute a material default or breach; provided,
however, that the representations and warranties set forth in this sentence do
not cover any default, breach, violation or event of acceleration that
specifically pertains to or arises out of any subject matter otherwise covered
by any other representation or warranty made by the Seller in this Exhibit B. No
Mortgage Loan has been accelerated and no foreclosure or power of sale
proceeding has been initiated in respect of the related Mortgage. The Seller has
not waived any material claims against the related Mortgagor under any
non-recourse exceptions contained in the Mortgage Note.
(14) (a) The principal amount of the Mortgage Loan stated on the
Mortgage Loan Schedule has been fully disbursed as of the Closing Date specified
therein (except for certain amounts that were fully disbursed by the mortgagee,
but were escrowed pursuant to the terms of the related Mortgage Loan documents)
and there are no future advances required to be made by the mortgagee under any
of the related Mortgage Loan documents. Any requirements under the related
Mortgage Loan documents regarding the completion of any on-site or off-site
improvements and to disbursements of any escrow funds therefor have been or are
being complied with or such escrow funds are still being held. The value of the
Mortgaged Property relative to the value reflected in the most recent appraisal
thereof is not impaired by any improvements which have not been completed. The
Seller has not, nor, to the Seller's knowledge, have any of its agents or
predecessors in interest with respect to the Mortgage Loan, in respect of
payments due on the related Mortgage Note or Mortgage, directly or indirectly,
advanced funds or induced, solicited or knowingly received any advance of funds
by a party other than the Mortgagor other than (a) interest accruing on such
Mortgage Loan from the date of such disbursement of such Mortgage Loan to the
date which preceded by thirty (30) days the first payment date under the related
Mortgage Note and (b) application and commitment fees, escrow funds, points and
reimbursements for fees and expenses, incurred in connection with the
origination and funding of the Mortgage Loan.
(b) No Mortgage Loan has capitalized interest included in its
principal balance, or provides for any shared appreciation rights or other
equity participation therein and no contingent or additional interest
contingent on cash flow or negative amortization (other than with respect
to the deferment of payment with respect to ARD Loans) is due thereon.
(c) Each Mortgage Loan identified in the Mortgage Loan Schedule as
an ARD Loan starts to amortize no later than the Due Date of the calendar
month immediately after the calendar month in which such ARD Loan closed
and substantially fully amortizes over its stated term, which term is at
least 60 months after the related Anticipated Repayment Date. Each ARD
Loan has an Anticipated Repayment Date not less than seven years following
the origination of such Mortgage Loan. If the related Mortgagor elects not
to prepay its ARD Loan in full on or prior to the Anticipated Repayment
Date pursuant to the existing terms of the Mortgage Loan or a unilateral
option (as defined in Treasury Regulations under Section 1001 of the Code)
in the Mortgage Loan exercisable during the term of the Mortgage Loan, (i)
the Mortgage Loan's interest rate will step up to an interest rate per
annum as specified in the related Mortgage Loan documents; provided,
however, that payment of such Excess Interest shall be deferred until the
principal of such ARD Loan has been paid in full; (ii) all or a
substantial portion of the Excess Cash Flow (which is net of certain costs
associated with owning, managing and operating the related Mortgaged
Property) collected after the Anticipated Repayment Date shall be applied
towards the prepayment of such ARD Loan and once the principal balance of
an ARD Loan has been reduced to zero all Excess Cash Flow will be applied
to the payment of accrued Excess Interest; and (iii) if the property
manager for the related Mortgaged Property can be removed by or at the
direction of the mortgagee on the basis of a debt service coverage test,
the subject debt service coverage ratio shall be calculated without taking
account of any increase in the related Mortgage Interest Rate on such
Mortgage Loan's Anticipated Repayment Date. No ARD Loan provides that the
property manager for the related Mortgaged Property can be removed by or
at the direction of the mortgagee solely because of the passage of the
related Anticipated Repayment Date.
(d) Each Mortgage Loan identified in the Mortgage Loan Schedule as
an ARD Loan with a hard lockbox requires that tenants at the related
Mortgaged Property shall (and each Mortgage Loan identified in the
Mortgage Loan Schedule as an ARD Loan with a springing lockbox requires
that tenants at the related Mortgaged Property shall, upon the occurrence
of a specified trigger event, including, but not limited to, the
occurrence of the related Anticipated Repayment Date) make rent payments
into a lockbox controlled by the holder of the Mortgage Loan and to which
the holder of the Mortgage Loan has a first perfected security interest;
provided however, with respect to each ARD Loan which is secured by a
multi-family property with a hard lockbox, or with respect to each ARD
Loan which is secured by a multi-family property with a springing lockbox,
upon the occurrence of a specified trigger event, including, but not
limited to, the occurrence of the related Anticipated Repayment Date,
tenants either pay rents to a lockbox controlled by the holder of the
Mortgage Loan or deposit rents with the property manager who will then
deposit the rents into a lockbox controlled by the holder of the Mortgage
Loan.
(15) The terms of the Mortgage Loan documents evidencing such
Mortgage Loan comply in all material respects with all applicable local, state
and federal laws, regulations and the Seller has complied with all material
requirements pertaining to the origination, funding and servicing of the
Mortgage Loans, including but not limited to, usury and any and all other
material requirements of any federal, state or local law to the extent
non-compliance would have a material adverse effect on the Mortgage Loan.
(16) To the Seller's knowledge and subject to clause (37) hereof, as
of the date of origination of the Mortgage Loan, based on inquiry customary in
the industry, and to the Seller's actual knowledge and subject to clause (37)
hereof, as of the Closing Date, the related Mortgaged Property is, in all
material respects, in compliance with, and is used and occupied in accordance
with, all restrictive covenants of record applicable to such Mortgaged Property
and applicable zoning laws and all inspections, licenses, permits and
certificates of occupancy required by law, ordinance or regulation to be made or
issued with regard to the Mortgaged Property have been obtained and are in full
force and effect, except to the extent (a) any material non-compliance with all
restrictive covenants of record applicable to such Mortgaged Property or
applicable zoning laws is insured by an ALTA lender's title insurance policy (or
binding commitment therefor), or the equivalent as adopted in the applicable
jurisdiction, or a law and ordinance insurance policy, or (b) the failure to
obtain or maintain such inspections, licenses, permits or certificates of
occupancy does not materially impair or materially and adversely affect the use
and/or operation of the Mortgaged Property as it was used and operated as of the
date of origination of the Mortgage Loan or the rights of a holder of the
related Mortgage Loan.
(17) All (a) taxes, water charges, sewer rents, assessments or other
similar outstanding governmental charges and governmental assessments which
became due and owing prior to the Closing Date in respect of the related
Mortgaged Property (excluding any related personal property), and if left
unpaid, would be, or might become, a lien on such Mortgaged Property having
priority over the related Mortgage and (b) insurance premiums or ground rents
which became due and owing prior to the Closing Date in respect of the related
Mortgaged Property (excluding any related personal property), have been paid, or
if disputed, or if such amounts are not delinquent prior to the Closing Date, an
escrow of funds in an amount sufficient (together with escrow payments required
to be made prior to delinquency) to cover such taxes and assessments and any
late charges due in connection therewith has been established. As of the date of
origination, the related Mortgaged Property was one or more separate and
complete tax parcels. For purposes of this representation and warranty, the
items identified herein shall not be considered due and owing until the date on
which interest or penalties would be first payable thereon.
(18) To the Seller's knowledge based on surveys or the Title
Insurance Policy, (i) none of the material improvements that were included for
the purpose of determining the appraised value of the related Mortgaged Property
at the time of the origination of such Mortgage Loan lies outside the boundaries
and building restriction lines of such Mortgaged Property, except to the extent
they are legally nonconforming as contemplated by representation (37) below, and
(ii) no improvements on adjoining properties encroach upon such Mortgaged
Property, except in the case of either (i) or (ii) for (a) immaterial
encroachments which do not materially adversely affect the security intended to
be provided by the related Mortgage or the use, value or marketability of such
Mortgaged Property or (b) encroachments affirmatively covered by the related
Title Insurance Policy. With respect to each Mortgage Loan, the property legally
described in the survey, if any, obtained for the related Mortgaged Property for
purposes of the origination thereof is the same as the property legally
described in the Mortgage.
(19) (a) As of the date of the applicable engineering report (which
was performed within 12 months prior to the Cut-off Date) related to the
Mortgaged Property and, to Seller's knowledge as of the Closing Date, the
related Mortgaged Property is either (i) in good repair, free and clear of any
damage that would materially adversely affect the value of such Mortgaged
Property as security for such Mortgage Loan or the use and operation of the
Mortgaged Property as it was being used or operated as of the origination date
or (ii) escrows in an amount consistent with the standard utilized by the Seller
with respect to similar loans it holds for its own account have been
established, which escrows will in all events be not less than 100% of the
estimated cost of the required repairs. Since the origination date, to the
Seller's knowledge, such Mortgaged Property has not been damaged by fire, wind
or other casualty or physical condition (including, without limitation, any soil
erosion or subsidence or geological condition), which damage has not been fully
repaired or fully insured, or for which escrows in an amount consistent with the
standard utilized by the Seller with respect to loans it holds for its own
account have not been established.
(b) As of the origination date of such Mortgage Loan and to the
Seller's actual knowledge, as of the Closing Date, there are no
proceedings pending or, to the Seller's actual knowledge, threatened, for
the partial or total condemnation of the relevant Mortgaged Property;
provided, that solely for purposes of this Representation 19(b), the
Seller's knowledge shall include the knowledge of any servicer that has
serviced the Mortgage Loan on behalf of the Seller. The "knowledge" of any
such Seller as it relates to the knowledge of any servicer shall be deemed
to be knowledge derived from the servicer by the Seller based on a
specific inquiry regarding condemnation of the relevant Mortgaged
Property.
(20) With respect to the Mortgage Loans that are identified on
Exhibit A as being secured in whole or in part by a leasehold estate (a "Ground
Lease") (except with respect to any Mortgage Loan also secured by the related
fee interest in the Mortgaged Property):
(a) such Ground Lease or a memorandum thereof has been or will be
duly recorded; such Ground Lease, or other agreement received by the
originator of the Mortgage Loan from the ground lessor, provides that the
interest of the lessee thereunder may be encumbered by the related
Mortgage and does not restrict the use of the related Mortgaged Property
by such lessee, its successors or assigns, in a manner that would
materially and adversely affect the security provided by the Mortgage; as
of the date of origination of the Mortgage Loan, there was no material
change of record in the terms of such Ground Lease with the exception of
written instruments which are part of the related Mortgage File and Seller
has no knowledge of any material change in the terms of such Ground Lease
since the recordation of the related Mortgage, with the exception of
written instruments which are part of the related Mortgage File;
(b) such Ground Lease is not subject to any liens or encumbrances
superior to, or of equal priority with, the related Mortgage, other than
the related fee interest and Permitted Encumbrances and such Ground Lease
is, and shall remain, prior to any mortgage or other lien upon the related
fee interest (other than the Permitted Encumbrances) unless a
nondisturbance agreement is obtained from the holder of any mortgage on
the fee interest which is assignable to or for the benefit of the related
lessee and the related mortgagee;
(c) such Ground Lease provides that upon foreclosure of the related
Mortgage or assignment of the Mortgagor's interest in such Ground Lease in
lieu thereof, the mortgagee under such Mortgage is entitled to become the
owner of such interest upon notice to, but without the consent of, the
lessor thereunder and, in the event that such mortgagee (or any of its
successors and assigns under the Mortgage) becomes the owner of such
interest, such interest is further assignable by such mortgagee (or any of
its successors and assigns under the Mortgage) upon notice to such lessor,
but without a need to obtain the consent of such lessor;
(d) such Ground Lease is in full force and effect and no default of
tenant or ground lessor was in existence at origination, or to the
Seller's knowledge, is currently in existence under such Ground Lease, nor
at origination was, or to the Seller's knowledge, is there any condition
which, but for the passage of time or the giving of notice, would result
in a default under the terms of such Ground Lease; either such Ground
Lease or a separate agreement contains the ground lessor's covenant that
it shall not amend, modify, cancel or terminate such Ground Lease without
the prior written consent of the mortgagee under such Mortgage and any
amendment, modification, cancellation or termination of the Ground Lease
without the prior written consent of the related mortgagee, or its
successors or assigns is not binding on such mortgagee, or its successor
or assigns;
(e) such Ground Lease or other agreement requires the lessor
thereunder to give written notice of any material default by the lessee to
the mortgagee under the related Mortgage, provided that such mortgagee has
provided the lessor with notice of its lien in accordance with the
provisions of such Ground Lease; and such Ground Lease or other agreement
provides that no such notice of default and no termination of the Ground
Lease in connection with such notice of default shall be effective against
such mortgagee unless such notice of default has been given to such
mortgagee and any related Ground Lease contains the ground lessor's
covenant that it will give to the related mortgagee, or its successors or
assigns, any notices it sends to the Mortgagor;
(f) either (i) the related ground lessor has subordinated its
interest in the related Mortgaged Property to the interest of the holder
of the Mortgage Loan or (ii) such Ground Lease or other agreement provides
that (A) the mortgagee under the related Mortgage is permitted a
reasonable opportunity to cure any default under such Ground Lease which
is curable, including reasonable time to gain possession of the interest
of the lessee under the Ground Lease, after the receipt of notice of any
such default before the lessor thereunder may terminate such Ground Lease;
(B) in the case of any such default which is not curable by such
mortgagee, or in the event of the bankruptcy or insolvency of the lessee
under such Ground Lease, such mortgagee has the right, following
termination of the existing Ground Lease or rejection thereof by a
bankruptcy trustee or similar party, to enter into a new ground lease with
the lessor on substantially the same terms as the existing Ground Lease;
and (C) all rights of the Mortgagor under such Ground Lease (insofar as it
relates to the Ground Lease) may be exercised by or on behalf of such
mortgagee under the related Mortgage upon foreclosure or assignment in
lieu of foreclosure;
(g) such Ground Lease has an original term (or an original term plus
one or more optional renewal terms that under all circumstances may be
exercised, and will be enforceable, by the mortgagee or its assignee)
which extends not less than 20 years beyond the stated maturity date of
the related Mortgage Loan;
(h) under the terms of such Ground Lease and the related Mortgage,
taken together, any related insurance proceeds will be applied either to
the repair or restoration of all or part of the related Mortgaged
Property, with the mortgagee under such Mortgage or a financially
responsible institution acting as trustee appointed by it, or consented to
by it, or by the lessor having the right to hold and disburse such
proceeds as the repair or restoration progresses (except in such cases
where a provision entitling another party to hold and disburse such
proceeds would not be viewed as commercially unreasonable by a prudent
institutional lender), or to the payment in whole or in part of the
outstanding principal balance of such Mortgage Loan together with any
accrued and unpaid interest thereon; and
(i) such Ground Lease does not impose any restrictions on subletting
which would be viewed as commercially unreasonable by the Seller; such
Ground Lease contains a covenant (or applicable laws provide) that the
lessor thereunder is not permitted, in the absence of an uncured default,
to disturb the possession, interest or quiet enjoyment of any lessee in
the relevant portion of such Mortgaged Property subject to such Ground
Lease for any reason, or in any manner, which would materially adversely
affect the security provided by the related Mortgage.
(21) (a) Except for those Mortgage Loans set forth on Schedule I
hereto for which a lender's environmental insurance policy was obtained in lieu
of an Environmental Site Assessment, an Environmental Site Assessment relating
to each Mortgaged Property and prepared no earlier than 12 months prior to the
Closing Date was obtained and reviewed by the Seller in connection with the
origination of such Mortgage Loan and a copy is included in the Servicing File.
(b) Such Environmental Site Assessment does not identify, and the
Seller has no actual knowledge of, any adverse circumstances or conditions
with respect to or affecting the Mortgaged Property that would constitute
or result in a material violation of any Environmental Laws, other than
with respect to a Mortgaged Property (i) for which environmental insurance
(as set forth on Schedule II hereto) is maintained, or (ii) which would
require any expenditure greater than 5% of the outstanding principal
balance of such Mortgage Loan to achieve or maintain compliance in all
material respects with any Environmental Laws for which adequate sums, but
in no event less than 125% of the estimated cost as set forth in the
Environmental Site Assessment, were reserved in connection with the
origination of the Mortgage Loan and for which the related Mortgagor has
covenanted to perform, or (iii) as to which the related Mortgagor or one
of its affiliates is currently taking or required to take such actions
(which may be the implementation of an operations and maintenance plan),
if any, with respect to such conditions or circumstances as have been
recommended by the Environmental Site Assessment or required by the
applicable governmental authority, or (iv) as to which another responsible
party not related to the Mortgagor with assets reasonably estimated by the
Seller at the time of origination to be sufficient to effect all necessary
or required remediation identified in a notice or other action from the
applicable governmental authority is currently taking or required to take
such actions, if any, with respect to such regulatory authority's order or
directive, or (v) as to which such conditions or circumstances identified
in the Environmental Site Assessment were investigated further and based
upon such additional investigation, an environmental consultant
recommended no further investigation or remediation, or (vi) as to which a
party with financial resources reasonably estimated to be adequate to cure
the condition or circumstance provided a guaranty or indemnity to the
related Mortgagor or to the mortgagee to cover the costs of any required
investigation, testing, monitoring or remediation, or (vii) as to which
the related Mortgagor or other responsible party obtained a "No Further
Action" letter or other evidence reasonably acceptable to a prudent
commercial mortgage lender that applicable federal, state, or local
governmental authorities had no current intention of taking any action,
and are not requiring any action, in respect of such condition or
circumstance, or (viii) which would not require substantial cleanup,
remedial action or other extraordinary response under any Environmental
Laws reasonably estimated to cost in excess of 5% of the outstanding
principal balance of such Mortgage Loan;
(c) To the Seller's actual knowledge and in reliance upon the
Environmental Site Assessment, except for any Hazardous Materials being
handled in accordance with applicable Environmental Laws and except for
any Hazardous Materials present at such Mortgaged Property for which, to
the extent that an Environmental Site Assessment recommends remediation or
other action, (A) there exists either (i) environmental insurance with
respect to such Mortgaged Property (as set forth on Schedule II hereto) or
(ii) an amount in an escrow account pledged as security for such Mortgage
Loan under the relevant Mortgage Loan documents equal to no less than 125%
of the amount estimated in such Environmental Site Assessment as
sufficient to pay the cost of such remediation or other action in
accordance with such Environmental Site Assessment or (B) one of the
statements set forth in clause (b) above is true, (1) such Mortgaged
Property is not being used for the treatment or disposal of Hazardous
Materials; (2) no Hazardous Materials are being used or stored or
generated for off-site disposal or otherwise present at such Mortgaged
Property other than Hazardous Materials of such types and in such
quantities as are customarily used or stored or generated for off-site
disposal or otherwise present in or at properties of the relevant property
type; and (3) such Mortgaged Property is not subject to any environmental
hazard (including, without limitation, any situation involving Hazardous
Materials) which under the Environmental Laws would have to be eliminated
before the sale of, or which could otherwise reasonably be expected to
adversely affect in more than a de minimis manner the value or
marketability of, such Mortgaged Property.
(d) The related Mortgage or other Mortgage Loan documents contain
covenants on the part of the related Mortgagor requiring its compliance
with any present or future federal, state and local Environmental Laws and
regulations in connection with the Mortgaged Property. The related
Mortgagor (or an affiliate thereof) has agreed to indemnify, defend and
hold the Seller, and its successors and assigns, harmless from and against
any and all losses, liabilities, damages, penalties, fines, expenses and
claims of whatever kind or nature (including attorneys' fees and costs)
imposed upon or incurred by or asserted against any such party resulting
from a breach of the environmental representations, warranties or
covenants given by the related Mortgagor in connection with such Mortgage
Loan.
(e) Each of the Mortgage Loans which is covered by a lender's
environmental insurance policy obtained in lieu of an Environmental Site
Assessment ("In Lieu of Policy") is identified on Schedule I, and each In
Lieu of Policy is in an amount equal to 125% of the outstanding principal
balance of the related Mortgage Loan and has a term ending no sooner than
the date which is five years after the maturity date (or, in the case of
an ARD Loan, the final maturity date) of the related Mortgage Loan, is
non-cancelable by the insurer during such term and the premium for such
policy has been paid in full. All environmental assessments or updates
that were in the possession of the Seller and that relate to a Mortgaged
Property identified on Schedule I, as being insured by an In Lieu of
Policy have been delivered to or disclosed to the In Lieu of Policy
carrier issuing such policy prior to the issuance of such policy.
(22) As of the date of origination of the related Mortgage Loan,
and, as of the Closing Date, the Mortgaged Property is covered by insurance
policies providing the coverage described below and the Mortgage Loan documents
permit the mortgagee to require the coverage described below. All premiums with
respect to the Insurance Policies insuring each Mortgaged Property have been
paid in a timely manner or escrowed to the extent required by the Mortgage Loan
documents, and the Seller has not received any notice of cancellation or
termination. The relevant Servicing File contains the Insurance Policy required
for such Mortgage Loan or a certificate of insurance for such Insurance Policy.
Each Mortgage requires that the related Mortgaged Property and all improvements
thereon are covered by Insurance Policies or providing coverage for losses
(subject to customary deductibles) sustained by (A) fire and extended perils
included within the classification "All Risk of Physical Loss" in an amount
sufficient to prevent the Mortgagor from being deemed a co-insurer and to
provide coverage in an amount equal to the lesser of the full replacement cost
of such Mortgaged Property (in some cases exclusive of excavations, underground
utilities, foundations and footings) and the outstanding principal balance of
the related Mortgage Loan with an appropriate endorsement to avoid application
of any coinsurance provision; such policies contain a standard mortgage clause
naming mortgagee and its successor in interest as additional insureds or loss
payee, as applicable; (B) business interruption or rental loss insurance in an
amount at least equal to (a) 12 months of operations or (b) in some cases all
rents and other amounts customarily insured under this type of insurance of the
Mortgaged Property; (C) flood insurance (if any portion of the improvements on
the Mortgaged Property is located in an area identified by the Federal Emergency
Management Agency ("FEMA"), with respect to certain Mortgage Loans and the
Secretary of Housing and Urban Development with respect to other Mortgage Loans,
as having special flood hazards) in an amount not to exceed amounts prescribed
by FEMA; (D) workers' compensation, if required by law; (E) comprehensive
general liability insurance in an amount consistent with the standard utilized
by the Seller with respect to loans it holds for its own account, but not less
than $1 million; all such Insurance Policies contain clauses providing they are
not terminable and may not be terminated, without thirty (30) days prior written
notice to the mortgagee (except where applicable law requires a shorter period
or except for nonpayment of premiums, in which case not less than ten (10) days
prior written notice to the mortgagee is required). In addition, each Mortgage
permits the related mortgagee to make premium payments to prevent the
cancellation thereof and shall entitle such mortgagee to reimbursement therefor.
Any insurance proceeds in respect of a casualty loss or taking will be applied
either to the repair or restoration of all or part of the related Mortgaged
Property or the payment of the outstanding principal balance of the related
Mortgage Loan together with any accrued interest thereon. If the Mortgaged
Property is located within 25 miles of the coast of the Gulf of Mexico or the
Atlantic coast of Florida, Georgia, South Carolina or North Carolina, such
Mortgaged Property is insured by windstorm insurance in an amount at least equal
to the lesser of (i) the outstanding principal balance of such Mortgage Loan and
(ii) 100% of the full insurable value, or 100% of the replacement cost, of the
improvements located on the related Mortgaged Property. The related Mortgaged
Property is insured by an Insurance Policy, issued by an insurer meeting the
requirements of such Mortgage Loan and having a claims-paying or financial
strength rating of at least "A-:VIII" from A.M. Best Company or "A-" (or the
equivalent) from Standard & Poor's Ratings Services, a division of The
XxXxxx-Xxxx Companies, Inc., Fitch, Inc. or Xxxxx'x Investors Service, Inc. An
architectural or engineering consultant has performed an analysis of each of the
Mortgaged Properties located in seismic zones 3 or 4 in order to evaluate the
structural and seismic condition of such property, for the sole purpose of
assessing the probable maximum loss ("PML") for the Mortgaged Property in the
event of an earthquake. In such instance, the PML was based on a 450 or 475 year
return period, an exposure period of 50 years and a 10% probability of
exceedence. If the resulting report concluded that the PML would exceed 20% of
the amount of the replacement costs of the improvements, earthquake insurance on
such Mortgaged Property was obtained by an insurer rated at least "A-:VIII" by
A.M. Best Company or "A-" (or the equivalent) from Standard & Poor's Ratings
Services, a division of The XxXxxx-Xxxx Companies, Inc., Fitch, Inc. or Xxxxx'x
Investors Service, Inc. To the Seller's actual knowledge, the insurer issuing
each of the foregoing insurance policies is qualified to write insurance in the
jurisdiction where the related Mortgaged Property is located.
(23) All amounts required to be deposited by each Mortgagor at
origination under the related Mortgage Loan documents have been deposited or
have been withheld from the related Mortgage Loan proceeds at origination and
there are no deficiencies with regard thereto.
(24) Whether or not a Mortgage Loan was originated by the Seller, to
the Seller's knowledge, with respect to each Mortgage Loan originated by the
Seller and each Mortgage Loan originated by any Person other than the Seller, as
of the date of origination of the related Mortgage Loan, and, to the Seller's
actual knowledge, with respect to each Mortgage Loan originated by the Seller
and any prior holder of the Mortgage Loan, as of the Closing Date, there are no
actions, suits, arbitrations or governmental investigations or proceedings by or
before any court or other governmental authority or agency now pending against
or affecting the Mortgagor under any Mortgage Loan or any of the Mortgaged
Properties which, if determined against such Mortgagor or such Mortgaged
Property, would materially and adversely affect the value of such Mortgaged
Property, the security intended to be provided with respect to the related
Mortgage Loan, or the ability of such Mortgagor and/or the current use of such
Mortgaged Property to generate net cash flow to pay principal, interest and
other amounts due under the related Mortgage Loan; and to the Seller's actual
knowledge there are no such actions, suits or proceedings threatened against
such Mortgagor.
(25) The origination (or acquisition, as the case may be), servicing
and collection practices used by the Seller or, to the knowledge of the Seller,
any predecessor or prior servicer with respect to the Mortgage Loan, have been
in all material respects legal and have met customary industry standards.
(26) The originator of the Mortgage Loan or the Seller has inspected
or caused to be inspected each related Mortgaged Property within the 12 months
prior to the Closing Date.
(27) The Mortgage Loan documents require the Mortgagor to provide
the holder of the Mortgage Loan with at least annual operating statements,
financial statements and except for Mortgage Loans for which the related
Mortgaged Property is leased to a single tenant, rent rolls.
(28) All escrow deposits and payments required by the terms of each
Mortgage Loan are in the possession, or under the control of the Seller, and all
amounts required to be deposited by the applicable Mortgagor under the related
Mortgage Loan documents have been deposited, and there are no deficiencies with
regard thereto (subject to any applicable notice and cure period). All of the
Seller's interest in such escrows and deposits will be conveyed by the Seller to
the Purchaser hereunder.
(29) No two or more Mortgage Loans representing more than 5% of the
aggregate outstanding principal amount of all the mortgage loans included in the
Trust Fund has the same Mortgagor or, to the Seller's knowledge, are to
Mortgagors which are entities controlled by one another or under common control.
(30) Each Mortgagor with respect to a Mortgage Loan with a principal
balance as of the Cut-off Date in excess of $15,000,000 included in the Trust
Fund is an entity whose organizational documents or related Mortgage Loan
documents provide that it is, and at least so long as the Mortgage Loan is
outstanding will continue to be, a Single Purpose Entity. For this purpose,
"Single Purpose Entity" shall mean a Person, other than an individual, whose
organizational documents or Mortgage Loan documents provide that it shall engage
solely in the business of owning and operating the Mortgaged Property and which
does not engage in any business unrelated to such property and the financing
thereof, does not have any assets other than those related to its interest in
the Mortgaged Property or the financing thereof or any indebtedness other than
as permitted by the related Mortgage or the other Mortgage Loan documents, and
the organizational documents of which require that it have its own separate
books and records and its own accounts, in each case which are separate and
apart from the books and records and accounts of any other Person.
(31) The gross proceeds of each Mortgage Loan to the related
Mortgagor at origination did not exceed the non-contingent principal amount of
the Mortgage Loan and either: (A) such Mortgage Loan is secured by an interest
in real property having a fair market value (1) at the date the Mortgage Loan
was originated at least equal to 80% of the original principal balance of the
Mortgage Loan or (2) at the Closing Date at least equal to 80% of the original
principal balance of the Mortgage Loan on such date; provided that for purposes
hereof, the fair market value of the real property interest must first be
reduced by (X) the amount of any lien on the real property interest that is
senior to the Mortgage Loan and (Y) a proportionate amount of any lien that is
in parity with the Mortgage Loan (unless such other lien secures a Mortgage Loan
that is cross-collateralized with such Mortgage Loan, in which event the
computation described in clauses (1) and (2) of this paragraph (31) shall be
made on a pro rata basis in accordance with the fair market values of the
Mortgaged Properties securing such cross-collateralized Mortgage Loan; or (B)
substantially all the proceeds of such Mortgage Loan were used to acquire,
improve or protect the real property which served as the only security for such
Mortgage Loan (other than a recourse feature or other third party credit
enhancement within the meaning of Treasury Regulations Section
1.860G-2(a)(1)(ii)). If the Mortgage Loan was "significantly modified" prior to
the Closing Date so as to result in a taxable exchange under Section 1001 of the
Code, it either (i) was modified as a result of the default or reasonably
foreseeable default of such Mortgage Loan or (ii) satisfies the provisions of
either clause (A)(1) above (substituting the date of the last such modification
for the date the Mortgage Loan was originated) or clause (A)(2), including the
proviso thereto. The Mortgage Loan is a "qualified mortgage" within the meaning
of Section 860G(a)(3) of the Code (but without regard to the rule in Treasury
Regulations Section 1.860G-2(f)(2) that treats certain defective mortgage loans
as qualified mortgages). Any prepayment premium and yield maintenance charges
applicable to the Mortgage Loan constitute "customary prepayment penalties"
within the meaning of Treasury Regulations Section 1.860G-1(b)(2).
(32) The Mortgage Loans contain a "due on sale" clause, which
provides for the acceleration of the payment of the unpaid principal balance of
the Mortgage Loan if, without the prior written consent of the holder of the
Mortgage Loan, the property subject to the Mortgage, or any controlling interest
therein, is directly or indirectly transferred or sold (except that it may
provide for transfers by devise, descent or operation of law upon the death of a
member, manager, general partner or shareholder of a mortgagor and that it may
provide for assignments subject to the Mortgage Loan holder's approval of
transferee, transfers to affiliates, transfers to family members for estate
planning purposes, transfers among existing members, partners or shareholders in
Mortgagor or transfers of passive interests so long as the key principals or
general partner retains control). The Mortgage Loan documents contain a "due on
encumbrance" clause, which provides for the acceleration of the payment of the
unpaid principal balance of the Mortgage Loan if the property subject to the
Mortgage or any controlling interest in the Mortgagor is further pledged or
encumbered, unless the prior written consent of the holder of the Mortgage Loan
is obtained (except that it may provide for assignments subject to the Mortgage
Loan holder's approval of transferee, transfers to affiliates or transfers of
passive interests so long as the key principals or general partner retains
control). The Mortgage Loan documents require the Mortgagor to pay all
reasonable fees and expenses of the holder of the Mortgage associated with
assumptions or transfers of interest in connection with any repayment of the
Mortgage Loan on the related Mortgaged Property. As of the Closing Date, the
Seller holds no preferred equity interest in any Mortgagor and the Seller holds
no mezzanine debt related to such Mortgaged Property.
(33) Except with respect to the AB Mortgage Loans, each Mortgage
Loan is a whole loan and not a participation interest in a mortgage loan.
(34) Each Mortgage Loan containing provisions for defeasance of
mortgage collateral provides that: defeasance may not occur any earlier than two
years after the Closing Date; and requires or provides (A) the replacement
collateral consist of U.S. "government securities," within the meaning of
Treasury Regulations Section 1.860G-2(a)(8)(i), in an amount sufficient to make
all scheduled payments under the Mortgage Note when due (up to the maturity date
for the related Mortgage Loan, the Anticipated Repayment Date for ARD Loans or
the date on which the Mortgagor may prepay the related Mortgage Loan without
payment of any prepayment penalty); (B) the loan may be assumed by a Single
Purpose Entity approved by the holder of the Mortgage Loan; (C) counsel provide
an opinion that the trustee has a perfected security interest in such collateral
prior to any other claim or interest; and (D) such other documents and
certifications as the mortgagee may reasonably require which may include,
without limitation, (i) a certification that the purpose of the defeasance is to
facilitate the disposition of the mortgaged real property or any other customary
commercial transaction and not to be part of an arrangement to collateralize a
REMIC offering with obligations that are not real estate mortgages and (ii) a
certification from an independent certified public accountant that the
collateral is sufficient to make all scheduled payments under the Mortgage Note
when due. Each Mortgage Loan containing provisions for defeasance provides that,
in addition to any cost associated with defeasance, the related Mortgagor shall
pay, as of the date the mortgage collateral is defeased, all scheduled and
accrued interest and principal due as well as an amount sufficient to defease in
full the Mortgage Loan. In addition, if the related Mortgage Loan permits
defeasance, then the Mortgage Loan documents provide that the related Mortgagor
shall (a) pay all fees, including, without limitation, reasonable attorney's
fees, associated with the defeasance of the Mortgage Loan and all other expenses
associated with the defeasance, or (b) provide all opinions required under the
related Mortgage Loan documents, and in the case of any Mortgage Loan with an
outstanding principal balance as of the Cut-off Date of $40,000,000 or greater,
(1) a REMIC opinion and (2) rating agency letters confirming that no downgrade
or qualification shall occur as a result of the defeasance.
(35) In the event that a Mortgage Loan is secured by more than one
Mortgaged Property, then, in connection with a release of less than all of such
Mortgaged Properties, a Mortgaged Property may not be released as collateral for
the related Mortgage Loan unless, in connection with such release, an amount
equal to not less than 125% of the Allocated Loan Amount for such Mortgaged
Property is prepaid or, in the case of a defeasance, an amount equal to 125% of
the Allocated Loan Amount is defeased through the deposit of replacement
collateral (as contemplated in clause (34) hereof) sufficient to make all
scheduled payments with respect to such defeased amount, or such release is
otherwise in accordance with the terms of the Mortgage Loan documents.
(36) Each Mortgaged Property is owned by the related Mortgagor,
except for Mortgaged Properties which are secured in whole or in a part by a
Ground Lease and for out-parcels, and is used and occupied for commercial or
multifamily residential purposes in accordance with applicable law.
(37) Any non-conformity with applicable zoning laws constitutes a
legal non-conforming use or structure (i) which, in the event of casualty or
destruction, may be restored or repaired to the full extent of the use or
structure at the time of such casualty, or (ii) for which law and ordinance
insurance coverage has been obtained in amounts consistent with the standards
utilized by the Seller.
(38) Neither the Seller nor any affiliate thereof has any obligation
to make any capital contributions to the related Mortgagor under the Mortgage
Loan. The Mortgage Loan was not originated for the sole purpose of financing the
construction of incomplete improvements on the related Mortgaged Property.
(39) No court of competent jurisdiction will determine in a final
decree that fraud, with respect to the Mortgage Loans has taken place on the
part of the Seller or, to the Seller's actual knowledge, on the part of any
originator, in connection with the origination of such Mortgage Loan.
(40) The related Mortgage or other Mortgage Loan documents provide a
grace period for delinquent Monthly Payments no longer than ten (10) days from
the applicable payment date.
(41) The following statements are true with respect to the related
Mortgaged Property: (a) the Mortgaged Property is located on or adjacent to a
dedicated road or has access to an irrevocable easement permitting ingress and
egress and (b) the Mortgaged Property is served by public or private utilities,
water and sewer (or septic facilities) and otherwise appropriate for the use in
which the Mortgaged Property is currently being utilized.
(42) None of the Mortgage Loan documents contain any provision that
expressly excuses the related borrower from obtaining and maintaining insurance
coverage for acts of terrorism and, in circumstances where terrorism insurance
is not expressly required, the mortgagee is not prohibited from requesting that
the related borrower maintain such insurance, in each case, to the extent such
insurance coverage is generally available for like properties in such
jurisdictions at commercially reasonable rates. Each Mortgaged Property is
insured by an "all-risk" casualty insurance policy that does not contain an
express exclusion for (or, alternatively, is covered by a separate policy that
insures against property damage resulting from) acts of terrorism.
(43) An appraisal of the related Mortgaged Property was conducted in
connection with the origination of such Mortgage Loan, and such appraisal
satisfied the guidelines in Title XI of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, as in effect on the date such Mortgage
Loan was originated.
Defined Terms:
The term "Allocated Loan Amount" shall mean, for each Mortgaged
Property, the portion of principal of the related Mortgage Loan allocated to
such Mortgaged Property for certain purposes (including determining the release
prices of properties, if permitted) under such Mortgage Loan as set forth in the
related loan documents. There can be no assurance, and it is unlikely, that the
Allocated Loan Amounts represent the current values of individual Mortgaged
Properties, the price at which an individual Mortgaged Property could be sold in
the future to a willing buyer or the replacement cost of the Mortgaged
Properties.
The term "Anticipated Repayment Date" shall mean the date on which
all or substantially all of any Excess Cash Flow is required to be applied
toward prepayment of the related Mortgage Loan and on which any such Mortgage
Loan begins accruing Excess Interest.
The term "ARD Loan" shall have the meaning assigned thereto in the
Pooling and Servicing Agreement.
The term "Environmental Site Assessment" shall mean (x) a Phase I
environmental report meeting the requirements of the American Society for
Testing and Materials and being generally consistent with assessments of
environmental hazards undertaken by the Seller for similar properties, as of the
date of such assessment, and (y) if in accordance with customary industry
standards a reasonable lender would require it, a Phase II environmental report,
each report in clauses (x) and (y) prepared by an independent licensed third
party professional experienced in environmental matters.
The term "Excess Cash Flow" shall mean the cash flow from the
Mortgaged Property securing an ARD Loan after payments of interest (at the
Mortgage Interest Rate) and principal (based on the amortization schedule), and
(a) required payments for the tax and insurance fund and ground lease escrows
fund, (b) required payments for the monthly debt service escrows, if any, (c)
payments to any other required escrow funds and (d) payment of operating
expenses pursuant to the terms of an annual budget approved by the Servicer and
discretionary (lender approved) capital expenditures.
The term "Excess Interest" shall mean any accrued and deferred
interest on an ARD Loan in accordance with the following terms. Commencing on
the respective Anticipated Repayment Date each ARD Loan (pursuant to its
existing terms or a unilateral option, as defined in Treasury Regulations under
Section 1001 of the Code, in the Mortgage Loans exercisable during the term of
the Mortgage Loan) generally will bear interest at a fixed rate (the "Revised
Rate") per annum equal to the Mortgage Interest Rate plus a percentage specified
in the related Mortgage Loan documents. Until the principal balance of each such
Mortgage Loan has been reduced to zero (pursuant to its existing terms or a
unilateral option, as defined in Treasury Regulations under Section 1001 of the
Code, in the Mortgage Loans exercisable during the term of the Mortgage Loan),
such Mortgage Loan will only be required to pay interest at the Mortgage
Interest Rate and the interest accrued at the excess of the related Revised Rate
over the related Mortgage Interest Rate will be deferred (such accrued and
deferred interest and interest thereon, if any, is "Excess Interest").
The term "in reliance on" shall mean that:
(a) the Seller has examined and relied in whole or in part
upon one or more of the specified documents or other information in
connection with a given representation or warranty;
(b) that the information contained in such document or
otherwise obtained by the Seller appears on its face to be
consistent in all material respects with the substance of such
representation or warranty;
(c) the Seller's reliance on such document or other
information is consistent with the standard of care exercised by
prudent lending institutions originating commercial mortgage loans;
and
(d) although the Seller is under no obligation to verify
independently the information contained in any document specified as
being relied upon by it, the Seller believes the information
contained therein to be true, accurate and complete in all material
respects and has no actual knowledge of any facts or circumstances
which would render reliance thereon unjustified without further
inquiry.
The term "Mortgage Interest Rate" shall mean the fixed rate of
interest per annum that each Mortgage Loan bears as of the Cut-off Date.
The term "Permitted Encumbrances" shall mean:
(a) the lien of current real property taxes, water charges,
sewer rents and assessments not yet delinquent or accruing interest
or penalties;
(b) covenants, conditions and restrictions, rights of way,
easements and other matters of public record acceptable to mortgage
lending institutions generally and referred to in the related
mortgagee's title insurance policy;
(c) other matters to which like properties are commonly
subject, and
(d) the rights of tenants, as tenants only, whether under
ground leases or space leases at the Mortgaged Property.
which together do not materially and adversely affect the
related Mortgagor's ability to timely make payments on the related
Mortgage Loan, which do not materially interfere with the benefits
of the security intended to be provided by the related Mortgage or
the use, for the use currently being made, the operation as
currently being operated, enjoyment, value or marketability of such
Mortgaged Property, provided, however, that, for the avoidance of
doubt, Permitted Encumbrances shall exclude all pari passu, second,
junior and subordinated mortgages but shall not exclude mortgages
that secure Mortgage Loans that are cross-collateralized with other
Mortgage Loans.
Other. For purposes of these representations and warranties, the
term "to the Seller's knowledge" shall mean that no officer, employee or agent
of the Seller responsible for the underwriting, origination or sale of the
Mortgage Loans or of any servicer responsible for servicing the Mortgage Loan on
behalf of the Seller, believes that a given representation or warranty is not
true or inaccurate based upon the Seller's reasonable inquiry and during the
course of such inquiry, no such officer, employee or agent of the Seller has
obtained any actual knowledge of any facts or circumstances that would cause
such person to believe that such representation or warranty was inaccurate.
Furthermore, all information contained in documents which are part of or
required to be part of a Mortgage File shall be deemed to be within the Seller's
knowledge. For purposes of these representations and warranties, the term "to
the Seller's actual knowledge" shall mean that a director, officer, employee or
agent of the Seller responsible for the underwriting, origination and sale of
the Mortgage Loans does not actually know of any facts or circumstances that
would cause such person to believe that such representation or warranty was
inaccurate.
SCHEDULE I
MORTGAGE LOANS FOR WHICH A LENDER'S ENVIRONMENTAL POLICY WAS
OBTAINED IN LIEU OF AN ENVIRONMENTAL SITE ASSESSMENT
None.
SCHEDULE II
MORTGAGED PROPERTY FOR WHICH
ENVIRONMENTAL INSURANCE
1. RREEF Silicon Valley Office Portfolio (all properties)
2. Centro Portfolio (Campus Village and Century Plaza properties)
3. FILA USA Distribution Facility
EXHIBIT C
JPMCC 2006 - CIBC16
Exceptions to Representations
Representation #(4)
-------------------
Loan Number Loan Name Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
2 One & Two Prudential Plazas The Mortgaged Property secures the Mortgage Loan and another note, which
is pari passu with the Mortgage Note which evidences the Mortgage Loan,
but such other note is not included in the trust fund and has been
previously sold by the Seller. The purchaser of such note has an
interest in the Mortgage File related to such Mortgage Loan.
111 Liberty Arms Apartments The Mortgaged Property secures the Mortgage Loan and a B-Note held by
CBA Mezzanine Capital Finance, LLC.
44 00-00 Xxxxxx Xxxx Xxxxx The Mortgaged Property secures the Mortgage Loan and a B-Note held by
CBA Mezzanine Capital Finance, LLC.
59 Standard Xxxxx Apartments The Mortgaged Property secures the Mortgage Loan and a B-Note held by
CBA Mezzanine Capital Finance, LLC.
1 RREEF Silicon Valley Office The Mortgaged Property secures the Mortgage Loan (consisting of a Fixed
Portfolio Rate A-1 Note), a Fixed Rate A-2 Note (which is pari passu with the
Mortgage Loan and is not included in the trust fund) and a Floating Rate
A Note and Floating Rate B Note (which are pari passu with the Mortgage
Loan and Fixed Rate A-2 Note and are not included in the trust fund).
Representation #(6)
-------------------
Loan Number Loan Name Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
2 One & Two Prudential Plazas The Mortgaged Property secures the Mortgage Loan and another note, which
is pari passu with the Mortgage Note which evidences the Mortgage Loan,
but such other note is not included in the trust fund.
89 177-179 Admiral Cochrane Drive The Mortgaged Loan is structured as an indemnity deed of trust ("IDOT"),
under which the Mortgage Note is secured by an indemnity guaranty, which
indemnity guaranty is secured by the fee interest in the Mortgaged
Property. The guarantor of the Mortgage Note owns the Mortgaged Property
and thus has an interest in the lease payments.
00 Xxxxxxxxx Xxxx Xxxxxxxxx Inn The Mortgaged Loan is structured as an IDOT, under which the Mortgage
Note is secured by an indemnity guaranty, which indemnity guaranty is
secured by the fee interest in the Mortgaged Property. The guarantor of
the Mortgage Note owns the Mortgaged Property and thus has an interest
in the lease payments.
113 Citizens National Bank Building The Mortgaged Loan is structured as an IDOT, under which the Mortgage
Note is secured by an indemnity guaranty, which indemnity guaranty is
secured by the fee interest in the Mortgaged Property. The guarantor of
the Mortgage Note owns the Mortgaged Property and thus has an interest
in the lease payments.
62 0000 Xxxxxxxxx Xxxxx The Mortgaged Loan is structured as an IDOT, under which the Mortgage
Note is secured by an indemnity guaranty, which indemnity guaranty is
secured by the fee interest in the Mortgaged Property. The guarantor of
the Mortgage Note owns the Mortgaged Property and thus has an interest
in the lease payments.
6 Centro Portfolio A portion of the Mortgaged Loan is structured as an IDOT, under which
the Mortgage Note is secured by an indemnity guaranty, which indemnity
guaranty is secured by the fee interest in the Mortgaged Property. A
guarantor of the Mortgage Note owns one of the Mortgaged Properties and
thus has an interest in the lease payments.
1 RREEF Silicon Valley Office The Mortgaged Property secures the Mortgage Loan (consisting of a Fixed
Portfolio Rate A-1 Note), a Fixed Rate A-2 Note (which is pari passu with the
Mortgage Loan and is not included in the trust fund) and a Floating Rate
A Note and Floating Rate B Note (which are pari passu with the Mortgage
Loan and Fixed Rate A-2 Note and are not included in the trust fund).
46 Newport Trade Center The mortgagee subordinated the deed of trust to a temporary construction
easement (12 months) granted to the County of Orange.
Representation #(7)
-------------------
Loan Number Loan Name Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
89 177-179 Admiral Cochrane Drive Because the Mortgage Loan is structured for tax purposes as an IDOT, the
guarantor of the Mortgage Note is the owner of the related Mortgaged
Property instead of the related Mortgagor.
00 Xxxxxxxxx Xxxx Xxxxxxxxx Inn Because the Mortgage Loan is structured for tax purposes as an IDOT, the
guarantor of the Mortgage Note is the owner of the related Mortgaged
Property instead of the related Mortgagor.
113 Citizens National Bank Building Because the Mortgage Loan is structured for tax purposes as an IDOT, the
guarantor of the Mortgage Note is the owner of the related Mortgaged
Property instead of the related Mortgagor.
62 0000 Xxxxxxxxx Xxxxx Xxxxxxx the Mortgage Loan is structured for tax purposes as an IDOT, the
guarantor of the Mortgage Note is the owner of the related Mortgaged
Property instead of the related Mortgagor.
6 Centro Portfolio Because a portion of the Mortgage Loan is structured for tax purposes as
an IDOT, a guarantor of the Mortgage Note is the owner of one of the
related Mortgaged Properties instead of the related Mortgagor.
Representation #(10a)
---------------------
Loan Number Loan Name Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
10 000 Xxxx Xxxxxxxxx The applicable non-recourse carveout for waste is limited to the extent
cash flow from the Mortgaged Property is sufficient to prevent the
waste.
69 Academy Point Atrium II The Mortgage Loan was made in connection with a Section 1031 reverse tax
deferred exchange. So long as the exchange intermediary is the sole
member of the Mortgagor, the non-recourse carveouts are limited solely
to "the misapplication or misappropriation of insurance proceeds or
condemnation awards." This limitation does not apply to any guarantor of
the Mortgage Loan.
The applicable non-recourse carveout concerning fraud or material
misrepresentation is limited to affiliates, agents or employees under
the control of the Mortgagor or guarantor.
2 One & Two Prudential Plazas The liability of one of the guarantors is limited to $25,000,000.
The applicable non-recourse carveouts are limited to (i) "intentional
material misrepresentation" (instead of "material misrepresentation");
(ii) "misapplication or misappropriation of rents after an event of
default" (instead of "misapplication or misappropriation of rents"); and
(iii) "actual intentional waste" (instead of "actual waste").
26 FILA USA Distribution Facility There is no individual or entity other than the Mortgagor who is liable
for the non-recourse carveouts.
The non-recourse carveout for material misrepresentation has been
limited to "intentional material misrepresentation" (instead of
"material misrepresentation"). The non-recourse carveouts for fraud,
willful misconduct or intentional material misrepresentations are
limited to mortgagee's actual losses.
The environmental indemnity contains a 5 year sunset provision.
00 Xxxxxxxx Xxxxxx The applicable non-recourse carveouts are limited to "misapplication or
misappropriation of rents during the continuance of an event of default"
(instead of "misapplication or misappropriation of rents") and
"misapplication or misappropriation of insurance proceeds or
condemnation awards during the continuance of an event of default"
(instead of "misapplication or misappropriation of insurance proceeds or
condemnation awards").
Additionally, the applicable non-recourse carveouts are limited to (i)
"intentional material misrepresentation" (instead of "material
misrepresentation"), (ii) "intentional material actual waste" (instead
of "actual waste") and (iii) "material breach of environmental
covenants" (instead of "breach of environmental covenants").
114 Crescendo Office The applicable non-recourse carveouts are limited to (i)
"misappropriation of rents in violation of the Mortgage Loan documents"
(instead of "misapplication or misappropriation of rents"); (ii)
"misapplication or misappropriation of insurance proceeds or
condemnation awards in violation of the Mortgage Loan documents (instead
of "the misapplication or misappropriation of insurance proceeds or
condemnation awards"); and (iii) willful misconduct which has a material
adverse impact on the Mortgaged Property or actual intentional waste"
(instead of "actual waste").
The applicable non-recourse carveouts are limited with respect to the
guarantor only, not the Mortgagor.
Only with respect to the applicable non-recourse carveout for "fraud,
willful misconduct or material representation", there is no individual
or entity other than the Mortgagor who is liable.
00 Xxxxxxx Xxxxx The applicable non-recourse carveouts are limited to (i)
"misappropriation of rents in violation of the Mortgage Loan documents"
(instead of "misapplication or misappropriation of rents"); (ii)
"misapplication or misappropriation of insurance proceeds or
condemnation awards in violation of the Mortgage Loan documents (instead
of "the misapplication or misappropriation of insurance proceeds or
condemnation awards"); and (iii) willful misconduct which has a material
adverse impact on the Mortgaged Property or actual intentional waste"
(instead of "actual waste").
The applicable non-recourse carveouts are limited with respect to the
guarantor only, not the Mortgagor.
Only with respect to the applicable non-recourse carveout for "fraud,
willful misconduct or material representation", there is no individual
or entity other than the Mortgagor who is liable.
00 Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxx There is no individual or entity other than the Mortgagor who is liable
for the non-recourse carveouts.
42 Infor Global Solutions Office The applicable non-recourse carveouts are limited to "the misapplication
Building or misappropriation of rents during the continuance of an event of
default" (instead of "misapplication or misappropriation").
The non-recourse carveout does not cover "actual waste".
The environmental indemnity contains a 3 year sunset provision.
52 Montwood Shopping Center The applicable non-recourse carveout concerning fraud or material
misrepresentation is limited to agents under the control of the
Mortgagor or guarantor.
40 Nationwide Insurance Bldg The applicable non-recourse carveout concerning fraud or material
misrepresentation is limited to affiliates, agents or employees under
the control of the Mortgagor or guarantor.
000 Xxxxxxxxx Xxxxxxx Waste is limited to any act or omission for which the foreseeable result
would materially reduce the value of the Mortgaged Property. Failure to
pay debt service, insurance premiums or property taxes is specifically
excluded from the definition of waste.
112 Rockland Mobile Home Park Waste is limited to any act or omission for which the foreseeable result
would materially reduce the value of the Mortgaged Property. Failure to
pay debt service, insurance premiums or property taxes is specifically
excluded from the definition of waste.
97 Mansard du Lac Waste is limited to any act or omission for which the foreseeable result
would be to materially reduce the value of the Mortgaged Property.
Failure to pay debt service, insurance premiums or property taxes is
specifically excluded from the definition of waste.
119 Lakeside LLC Waste is limited to any act or omission for which the foreseeable result
would be to materially reduce the value of the Mortgaged Property.
Failure to pay debt service, insurance premiums or property taxes is
specifically excluded from the definition of waste.
120 Olympia LLC Waste is limited to any act or omission for which the foreseeable result
would be to materially reduce the value of the Mortgaged Property.
Failure to pay debt service, insurance premiums or property taxes is
specifically excluded from the definition of waste.
96 Book Xxxxxx Xxxxx Waste is limited to any act or omission for which the foreseeable result
would be to materially reduce the value of the Mortgaged Property.
Failure to pay debt service, insurance premiums or property taxes is
specifically excluded from the definition of waste.
64 Paradise LLC Waste is limited to any act or omission for which the foreseeable result
would be to materially reduce the value of the Mortgaged Property.
Failure to pay debt service, insurance premiums or property taxes is
specifically excluded from the definition of waste.
21 Colwick Executive Center The applicable non-recourse carveout is limited to "actual intentional
physical waste" (instead of "actual waste").
9 Fairmont Hotel Dallas There is no individual or entity other than the Mortgagor who is liable
for the non-recourse carveouts.
54 Gainesville Towne Center The applicable non-recourse carveouts are limited to (i) "intentional
misapplication or misappropriation of insurance proceeds or condemnation
awards" (instead of "misapplication or misappropriation of insurance
proceeds or condemnation awards"); (ii) misapplication or
misappropriation of rents after an event of default" (instead of
"misapplication or misappropriation of rents"); and (iii) "actual
intentional waste" (instead of "actual waste").
13 Eastover Shopping Center There is no individual or entity other than the Mortgagor who is liable
for the non-recourse carveouts with respect to misapplication or
misappropriation of rents, insurance proceeds or condemnation awards or
actual waste.
The applicable non-recourse carveouts are limited to (i) "material
intentional misrepresentation" (instead of "material misrepresentation")
and (ii) "misapplication or misappropriation of rents collected more
than 30 days in advance" (instead of "misapplication or misappropriation
of rents").
00 Xxxxxxxxx Xxxxxxxx Xxxx There is no individual or entity other than the Mortgagor who is liable
for the non-recourse carveouts.
6 Centro Portfolio There is no individual or entity other than the Mortgagor who is liable
for the non-recourse carveouts.
1 RREEF Silicon Valley Office
Portfolio There is no individual or entity other than the Mortgagor who is liable
for the non-recourse carveouts.
The applicable non-recourse carveouts are limited to (i) "intentional
misrepresentation" (instead of "material misrepresentation"); (ii)
"misapplication or misappropriation of rents after the occurrence and
during the continuance of a default or event of default and collected
more than 30 days in advance" (instead of "misapplication or
misappropriation of rents"); and (iii) "intentional waste" (instead of
"actual waste").
Representation #(10c)
---------------------
Loan Number Loan Name Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
89 177-179 Admiral Cochrane Drive The Mortgage Loan is structured as an IDOT, and while the related
Mortgagor was the maker of the Mortgage Note, the Mortgage was given by
the indemnity guarantor.
00 Xxxxxxxxx Xxxx Xxxxxxxxx Inn The Mortgage Loan is structured as an IDOT, and while the related
Mortgagor was the maker of the Mortgage Note, the Mortgage was given by
the indemnity guarantor.
113 Citizens National Bank Building The Mortgage Loan is structured as an IDOT, and while the related
Mortgagor was the maker of the Mortgage Note, the Mortgage was given by
the indemnity guarantor.
62 0000 Xxxxxxxxx Xxxxx The Mortgage Loan is structured as an IDOT, and while the related
Mortgagor was the maker of the Mortgage Note, the Mortgage was given by
the indemnity guarantor.
6 Centro Portfolio A portion of the Mortgage Loan is structured as an IDOT, and while the
related Mortgagor was the maker of the Mortgage Note, the Mortgage was
given by an indemnity guarantor.
Representation #(10d)
---------------------
Loan Number Loan Name Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
2 One & Two Prudential Plazas The terms of certain Mortgage Loan documents were modified after August
1, 2006 to condition the completion of capital repairs only to the
extent that the Mortgagor deems necessary to maintain the Mortgaged
Property in good and safe condition.
64; 120; Paradise LLC; Olympia LLC; After August 1, 2006, certain Mortgage Loan documents were altered to
44; 107 00-00 Xxxxxx Xxxx Xxxxx; correct minor scriveners' errors.
0000 Xxxx Xxxxxx
114 Crescendo Office The terms of certain Mortgage Loan documents were modified after August
1, 2006 to provide for guarantor indemnification for any losses that are
the result of the Mortgagor not having a permanent certificate of
occupancy.
10 000 Xxxx Xxxxxxxxx The terms of certain Mortgage Loan documents were modified after August
1, 2006 to include additional Mortgagors, as contemplated by the
Mortgage Loan documents, and to consent to the transfer of ownership
interests in an existing Mortgagor to a preapproved transferee.
1 RREEF Silicon Valley Office The terms of certain Mortgage Loan documents were modified after August
Portfolio 1, 2006 to make the Fixed Rate A-2 Note, Floating Rate A Note and
Floating Rate B Note pari passu with the Mortgage Loan and to change the
amounts required to be escrowed for repairs to the Mortgaged Properties
and the procedures for releasing such funds.
28 Westgate Shopping Center The previous Mortgagor sold the Mortgaged Property to a new Mortgagor
who has assumed the Mortgage Loan.
Representation #(12)
--------------------
Loan Number Loan Name Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
2 One & Two Prudential Plazas One of the buildings may be released from the lien of the Mortgage upon
payment of 115% of the Allocated Loan Amount if conveyed to a third
party or 120% of the Allocated Loan Amount if conveyed to an affiliate
in connection with a condominium conversion.
6 Centro Portfolio Each Centro 38 property may be released from the lien of the Mortgage
upon defeasance of an amount equal to 110% of the allocated loan amount
to such property.
1 RREEF Silicon Valley Office Each RREEF property may be released from the lien of the Mortgage upon
Portfolio defeasance of an amount equal to between 105% and 115% of the allocated
loan amount to such property.
Representation #(14)
--------------------
Loan Number Loan Name Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
62 0000 Xxxxxxxxx Xxxxx The value of the Mortgaged Property reflected in the most recent
appraisal is shown "as-stabilized" and assumes occupancy of space that
has not yet occurred. The mortgagee established escrows at origination
relating to the lease-up of the Mortgaged Property
Representation #(16)
--------------------
Loan Number Loan Name Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
114 Crescendo Office Pursuant to an undelivered items letter, the Mortgagor must obtain a
permanent certificate of occupancy by October 16, 2006. The temporary
certificate of occupancy expires November 30, 2006. The Mortgagor has
agreed to indemnify the mortgagee for any losses that are the result of
the Mortgagor not having a permanent certificate of occupancy.
000 Xxxxx Xxxx Xxxxxxxxx Xxxxxxxxx One of the Plaza Arms Apartment Portfolio properties is legally
nonconforming due to setback and area violations. According to the
zoning report, the Mortgaged Property can be rebuilt as-is, provided
less than 75% of the Mortgaged Property is destroyed. The Mortgagor has
not obtained law and ordinance coverage. Any loss resulting from such
nonconforming use is a full recourse event until the Mortgagor provides
law and ordinance coverage acceptable to mortgagee.
Both of the Plaza Arms Apartment Portfolio properties are legally
nonconforming due to deficient parking.
40 Nationwide Insurance Building According to the zoning report, the Mortgaged Property is nonconforming,
subject to the re-striping of an additional 2 parking spaces.
67 Skyline Leesburg Pike The Mortgagor is obligated to obtain non-residential use permits for all
tenants and subtenants pursuant to the terms of the Mortgage Loan
documents.
52 Montwood Shopping Center The Mortgaged Property is nonconforming due to deficient parking. The
Mortgagor is required to re-stripe pursuant to applicable Mortgage Loan
documents.
85 Stone Plaza Office Building The Mortgaged Property is nonconforming due to deficient parking. The
Mortgagor is required to re-stripe pursuant to applicable Mortgage Loan
documents. 80; 15; 111; 59 Xxxxx Heights Mall; Parkway Business Center;
Liberty Arms Apartments; The respective Mortgaged Properties are legally
Standard Xxxxx Apartments nonconforming due to deficient parking.
80; 15; 111; 59 Xxxxx Heights Mall; The respective Mortgaged Properties are legally nonconforming due to
Parkway Business Center; deficient parking.
Liberty Arms Apartments;
Standard Xxxxx Apartments
1 RREEF Silicon Valley Office Five of the RREEF Silicon Valley Office Portfolio properties (Xxxxx Park
Portfolio Biotech, Xxxxx Park I, Peery Park II, Macara A&B and Sunnyvale/Santa
Xxxxx/San Xxxx) are legally nonconforming due to excessive parking.
Representation #(17)
--------------------
Loan Number Loan Name Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
00 Xxxxxxxx Xxxxxx The Mortgaged Property was subdivided immediately prior to origination
of the Mortgage Loan and it is currently taxed with other property.
Commencing with the tax year 2007, the Mortgaged Property will be
assessed as two new separate and contiguous tax parcels, which tax
parcels will include no property other than the Mortgaged Property.
93 Emporia Marketplace The related Mortgaged Property was recently administratively subdivided.
Pursuant to an undelivered items letter, the Mortgagor has agreed to
obtain a new tax identification number for the Mortgaged Property and
provide proof of the new tax identification number within 30 days of
receipt from the taxing authority. The additional parcel is not included
as security for the Mortgage Loan. Until the Mortgagor provides the
mortgagee with satisfactory evidence of a separate and new tax
identification number and assessment by the taxing authority, the
Mortgagor is required to escrow funds sufficient to pay all taxes and
assessments on both the Mortgaged Property and the additional parcel.
28 Westgate Shopping Center The Mortgaged Property is included in a tax parcel which also contains a
certain tract of undeveloped land consisting of approximately 8.165
acres which is located adjacent to the land (the "Outparcel"). The
Mortgagor does not hold title to the Outparcel and it is not included as
security for the Mortgage Loan. Until the Mortgaged Property is
separated into a single tax parcel that does not include the Outparcel,
the Mortgagor is required to escrow with the mortgagee funds sufficient
to pay all taxes and assessments on both the Mortgaged Property and the
Outparcel. Pursuant to the Mortgage Loan documents, the mortgagee is
required to (i) separate the Mortgaged Property from the Outparcel so
that the Mortgaged Property is a separate and distinct tax parcel, and
(ii) have the Mortgaged Property platted separately from the Outparcel.
Representation #(19a)
---------------------
Loan Number Loan Name Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
00 Xxxxxxx Xxxxx The mortgagee waived escrows for immediate repairs in the amount of
$16,650 recommended by the property condition report.
2 One & Two Prudential Plazas The mortgagee waived escrows for immediate repairs in the amount of
$205,840 recommended by the property condition report. 50; 4; 32; 104;
110; 93; 00 Xxxxx Xxxxxx Xxxxxxxx Xxxxxx; Sequoia Plaza; Embassy Suites-
Charlotte; Wythe Creek; Office The mortgagee waived escrows for
immediate repairs in an Value; Emporia Marketplace; amount less than
$5,000 recommended by the property Gainesville Towne Center condition
report.
50; Times Square Shopping Center; The mortgagee;waived escrows for immediate repairs in an amount less
4; Sequoia Plaza; than $5,000 recommended by the property condition report.
32; Embassy Suites- Charlotte;
104; Wythe Creek;
110; Office Value;
93; Emporia Marketplace;
54 Gainesville Towne Center
37 Embassy Suites-Indianapolis The mortgagee waived escrows for immediate repairs in the amount of
$100,000 recommended by the property condition report.
The immediate repairs are being completed in conjunction with
Mortgagor's current $5.3 million property improvement plan.
6 Centro Portfolio The mortgagee waived escrows for immediate repairs in the amount of
$7,000 recommended by the property condition report for the Village of
Mableton property.
1 RREEF Silicon Valley Office The property condition recommended immediate repairs in the amount of
Portfolio $6,214,459. The mortgagee waived escrows for immediate repairs in the
amount of $5,000,000 and the Mortgagor escrowed the remaining
$1,518,458.70.
67 Skyline Leesburg Pike The Property Condition Assessment was completed more than twelve months
prior to the cut-off date.
40 Nationwide Insurance Building The mortgagee waived escrows for immediate repairs in the amount of
$5,000 recommended by the property condition report.
96 Book Xxxxxx Xxxxx The property condition recommended immediate repairs in the amount of
$25,150. The mortgagee waived escrows for immediate repairs in the
amount of $15,000 and the Mortgagor escrowed 125% of the remaining
$10,150.
00 Xxxxxx Xxxxx Xxxxxx Xxxxxxx The mortgagee waived escrows for immediate repairs in the amount of
$81,860 recommended by the property condition report.
Representation #(20a-i)
-----------------------
Loan Number Loan Name Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
1 RREEF Silicon Valley Office One of the RREEF Silicon Valley Office Portfolio properties (North Point
Portfolio Business Park) includes a parking area which the Mortgagor holds
pursuant to a ground lease, expiring on September 30, 2024.
The parking area of the fee ownership portion of the Mortgaged Property
is sufficient to satisfy current zoning requirements.
Representation #(21a)
---------------------
Loan Number Loan Name Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
67 Skyline Leesburg Pike The Phase I Environmental Assessment was completed more than twelve
months prior to the origination date.
1 RREEF Silicon Valley Office Mortgagee obtained Environmental Desk Top reviews of existing Phase I
Portfolio reports that were prepared for the Mortgagor as part of the acquisition.
Representation #(21b)
---------------------
Loan Number Loan Name Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
96 Book Xxxxxx Xxxxx The Environmental Site Assessment recommended the implementation of an
asbestos operations and maintenance plan ("O&M Plan"), but it was not
required by the mortgagee at closing. The Mortgagor is not obligated to
implement an O&M Plan unless and until subsequent demolition and/or
remodeling is undertaken at the Mortgaged Property.
Representation #(21d)
---------------------
Loan Number Loan Name Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
42 Infor Global Solutions Office The environmental indemnity contains a 3 year sunset provision.
Building
26 FILA USA Distribution Facility The environmental indemnity contains a 5 year sunset provision.
Representation #(22)
--------------------
Loan Number Loan Name Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
26 FILA USA Distribution Facility Mortgagor may maintain all-risk insurance with a deductible that does
not exceed $50,000 so long as the Mortgagor or its affiliates control
the Mortgaged Property.
Mortgagor may maintain comprehensive commercial general liability
insurance with a $5,000 deductible; provided however, that such
deductible may be increased to not more than $100,000 so long as the
Mortgagor or its affiliates control the Mortgaged Property.
000 Xxxxxxx Xxxx Xxxxxxxxxx Xxxxxxxxx may maintain comprehensive commercial general liability
insurance with a deductible that does not exceed $1,000.
Evidence of renewal of insurance is due not less than 15 days prior to
policy expiration (instead of 30 days).
17 Fountain Place Shopping Center Mortgagor may maintain comprehensive commercial general liability
insurance with a deductible that does not exceed $1,000.
40 Nationwide Insurance Bldg Mortgagor may maintain comprehensive commercial general liability
insurance with a deductible that does not exceed $10,000.
24 Orchards of Xxxxxx Mortgagor may maintain comprehensive commercial general liability
insurance with a deductible that does not exceed $10,000.
9 Fairmont Hotel Dallas Mortgagor may maintain all-risk insurance and comprehensive commercial
general liability insurance with a deductible that does not exceed
$75,000 each.
Instead of the customary 30 day notice, no evidence of renewal of
insurance prior to policy expiration is necessary.
59 Standard Xxxxx Apartments Mortgagor may maintain comprehensive commercial general liability
insurance with a deductible that does not exceed $1,000.
00 Xxxxx Xxxxx Xxxxxxxxxx Xxxxxxxxx may maintain comprehensive commercial general liability
insurance with a deductible that does not exceed $5,000.
32 Embassy Suites-Charlotte Mortgagor may maintain all-risk insurance with a deductible that does
not exceed $100,000.
For all-risk, business interruption, and boiler and machinery coverage,
the Mortgagor is permitted to use a syndicate of insurance providers so
long as at least seventy-five percent (75%) of the coverage (if there
are four (4) or fewer members of the syndicate) or at least sixty
percent (60%) of the coverage (if there are five (5) or more members of
the syndicate) have a claims-paying ability of "A" by S&P or "A:VIII" by
A.M. Best. The balance of the coverage for such insurance, if any, must
be with insurance companies having a claims-paying ability of "BBB-" by
S&P and "A:VIII" by A.M. Best. In addition, all other insurance shall be
provided by providers with a claims-paying ability of "A" by all rating
agencies and "A:IX" by A.M. Best.
37 Embassy Suites-Indianapolis Mortgagor may maintain all-risk insurance with a deductible that does
not exceed $100,000.
For all-risk, business interruption, and boiler and machinery coverage,
the Mortgagor is permitted to use a syndicate of insurance providers so
long as at least seventy-five percent (75%) of the coverage (if there
are four (4) or fewer members of the syndicate) or at least sixty
percent (60%) of the coverage (if there are five (5) or more members of
the syndicate) have a claims-paying ability of "A" by S&P or "A:VIII" by
A.M. Best. The balance of the coverage for such insurance, if any, must
be with insurance companies having a claims-paying ability of "BBB-" by
S&P and "A:VIII" by A.M. Best. In addition, all other insurance shall be
provided by providers with a claims-paying ability of "A" by all rating
agencies and "A:IX" by A.M. Best.
1 RREEF Silicon Valley Office Mortgagor may maintain all-risk insurance with a deductible that does
Portfolio not exceed $100,000.
The Mortgagor is required to carry Insurance Policies from carriers
having a claims-paying ability rating of "A" or better (or the
equivalent thereof) by at least two (2) of the rating agencies rating
the Certificates, or, if only one rating agency is rating the
Certificates, then only by such rating agency; provided, however, that
if insurance is provided by a syndicate, the insurers will be acceptable
if: (i) the first layer of coverage under such insurance will be
provided by carriers with a minimum financial strength rating by S&P of
"A" or better; (ii) 60% (75% if there are four or fewer members in the
syndicate) of the aggregate limits under such Insurance Policies must be
provided by carriers with a minimum financial strength rating from S&P
of "A" or better and (iii) the financial strength rating from S&P for
each carrier in the syndicate should be at least "BBB". The Mortgagor
has the right to accept carriers with respect to earthquake coverage,
which do not satisfy the rating requirements if the mortgagee determines
there is a limited market availability for such carriers.
99 Walgreens-Summerville, SC Walgreens, the sole tenant of the Mortgaged Property under a triple net
lease, self insures.
Representation #(27)
--------------------
Loan Number Loan Name Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
89 177-179 Admiral Cochrane Drive This loan is secured by an IDOT. The indemnity grantor, and not the
Mortgagor, is required to provide financial information to the
mortgagee.
00 Xxxxxxxxx Xxxx Xxxxxxxxx Inn This loan is secured by an IDOT. The indemnity grantor, and not the
Mortgagor, is required to provide financial information to the
mortgagee.
113 Citizens National Bank Building This loan is secured by an IDOT. The indemnity grantor, and not the
Mortgagor, is required to provide financial information to the
mortgagee.
62 0000 Xxxxxxxxx Xxxxx This loan is secured by an IDOT. The indemnity grantor, and not the
Mortgagor, is required to provide financial information to the
mortgagee.
6 Centro Portfolio A portion of this loan is secured by an IDOT. With respect to the IDOT
related property, the indemnity grantor, and not the Mortgagor, is
required to provide financial information to the mortgagee.
Representation #(29)
--------------------
Loan Number Loan Name Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
6; 00 Xxxxxx Xxxxxxxxx, Xxxxxxxxx Xxxxxxxx The original principal balance of the Centro Portfolio Mortgage Loan and
Mall the Westfield Richland Mall Mortgage Loan, which loans are to Mortgagors
under common sponsorship, represent more than 5% of the aggregate
outstanding principal amount of all the mortgage loans included in the
trust fund.
Representation #(32)
--------------------
Loan Number Loan Name Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
10 000 Xxxx Xxxxxxxxx One of the tenant in common Mortgagors is undertaking a reverse 1031
exchange (the "Reverse Investor"). In connection therewith, the limited
liability company interests of the Reverse Investor are currently owned
by a third party 1031 tax deferred exchange agent pursuant to an
exchange agreement which requires the agent to transfer such membership
interests to the parent of the Reverse Investor within 180 days. The
foregoing transfer is preapproved and not subject to mortgagee's consent
under the terms of the Mortgage Loan documents.
Subject to the satisfaction of certain criteria, certain other transfers
to affiliates and other entities or individuals are permitted pursuant
to the Mortgage Loan documents.
69 Academy Point Atrium II The Mortgage Loan was made in connection with a Section 1031 reverse tax
deferred exchange. The Mortgage Loan documents require the exchange
intermediary to transfer controlling interests in the Mortgagor to the
guarantor within 180 days of the origination date to consummate the tax
deferred exchange.
00 Xxxxxxx Xxxxx Subject to the satisfaction of certain criteria, certain other transfers
to affiliates and other entities or individuals are permitted pursuant
to the Mortgage Loan documents.
114 Crescendo Office Subject to the satisfaction of certain criteria, certain other transfers
to affiliates and other entities or individuals are permitted pursuant
to the Mortgage Loan documents.
2 One & Two Prudential Plazas Certain owners of the Mortgagor have pledged their ownership interests
in the Mortgagor to secure a mezzanine loan in the amount of
$60,000,000, which mezzanine loan is held by NRF Capital LP. Subject to
the satisfaction of certain conditions, the Mortgage Loan documents
permit certain other transfers of ownership interests to affiliates and
other entities.
107 0000 Xxxx Xxxxxx The Mortgage Loan documents permit each principal of the Mortgagor to
transfer a portion of its respective interest in the Mortgagor so long
as after any and all such transfers, each of the principals maintains at
least a 1% ownership interest in the Mortgagor. In addition, the
Mortgage Loan Documents provide that the removal of one of the original
managers of the Mortgagor will not be deemed a transfer so long as the
other original manager remains a manager of the Mortgagor.
26 FILA USA Distribution Facility Subject to the satisfaction of certain criteria, certain other transfers
to affiliates and other entities or individuals are permitted pursuant
to the Mortgage Loan documents.
42 Infor Global Solutions Office Subject to the satisfaction of certain criteria, certain other transfers
Building to affiliates and other entities or individuals are permitted pursuant
to the Mortgage Loan documents.
91 Springtree Xxxxxxx Apartments Subject to the satisfaction of certain criteria, the Mortgage Loan
documents allow members of the Mortgagor the right to pledge their
interests in the Mortgagor to secure a mezzanine loan pursuant to the
security instrument.
28 Westgate Shopping Center Subject to the satisfaction of certain criteria, certain other transfers
to affiliates and other entities or individuals are permitted pursuant
to the Mortgage Loan documents.
44 00-00 Xxxxxx Xxxx Xxxxx Subject to the satisfaction of certain criteria, certain other transfers
to affiliates and other entities or individuals are permitted pursuant
to the Mortgage Loan documents.
000 Xxxxxxxxx Xxxxxxx Subject to the satisfaction of certain criteria, the Mortgage Loan
documents allow members of the Mortgagor the right to pledge their
interests in the Mortgagor to secure a mezzanine loan pursuant to the
security instrument.
112 Rockland Mobile Home Park Subject to the satisfaction of certain criteria, the Mortgage Loan
documents allow members of the Mortgagor the right to pledge their
interests in the Mortgagor to secure a mezzanine loan pursuant to the
security instrument.
97 Mansard du Lac Subject to the satisfaction of certain criteria, the Mortgage Loan
documents allow members of the Mortgagor the right to pledge their
interests in the Mortgagor to secure a mezzanine loan pursuant to the
security instrument.
119 Lakeside LLC Subject to the satisfaction of certain criteria, the Mortgage Loan
documents allow members of the Mortgagor the right to pledge their
interests in the Mortgagor to secure a mezzanine loan pursuant to the
security instrument.
120 Olympia LLC Subject to the satisfaction of certain criteria, the Mortgage Loan
documents allow members of the Mortgagor the right to pledge their
interests in the Mortgagor to secure a mezzanine loan pursuant to the
security instrument.
96 Book Xxxxxx Xxxxx Subject to the satisfaction of certain criteria, the Mortgage Loan
documents allow members of the Mortgagor the right to pledge their
interests in the Mortgagor to secure a mezzanine loan pursuant to the
security instrument.
64 Paradise LLC Subject to the satisfaction of certain criteria, the Mortgage Loan
documents allow members of the Mortgagor the right to pledge their
interests in the Mortgagor to secure a mezzanine loan pursuant to the
security instrument.
21 Colwick Executive Center Subject to the satisfaction of certain criteria, certain other transfers
to affiliates and other entities or individuals are permitted pursuant
to the Mortgage Loan documents.
9 Fairmont Hotel Dallas Subject to the satisfaction of certain criteria, certain other transfers
to affiliates and other entities or individuals are permitted pursuant
to the Mortgage Loan documents.
Subject to the satisfaction of certain criteria, the Mortgage Loan
documents allow members of the Mortgagor the right to pledge their
interests in the Mortgagor to secure a mezzanine loan pursuant to the
security instrument.
54 Gainesville Towne Center Subject to the satisfaction of certain criteria, certain other transfers
to affiliates and other entities or individuals are permitted pursuant
to the Mortgage Loan documents.
52 Montwood Shopping Center Subject to the satisfaction of certain criteria, certain other transfers
to affiliates and other entities or individuals are permitted pursuant
to the Mortgage Loan documents.
24 Orchards of Xxxxxx Subject to the satisfaction of certain criteria, certain other transfers
to affiliates and other entities or individuals are permitted pursuant
to the Mortgage Loan documents.
0 Xxxxxxx Xxxxx Subject to the satisfaction of certain criteria, certain other transfers
to affiliates and other entities or individuals are permitted pursuant
to the Mortgage Loan documents.
32 Embassy Suites-Charlotte Subject to the satisfaction of certain criteria, certain other transfers
to affiliates and other entities or individuals are permitted pursuant
to the Mortgage Loan documents.
Subject to the satisfaction of certain criteria, the Mortgage Loan
documents allow members of the Mortgagor the right to pledge their
interests in the Mortgagor to secure a mezzanine loan pursuant to the
security instrument.
37 Embassy Suites-Indianapolis Subject to the satisfaction of certain criteria, certain other transfers
to affiliates and other entities or individuals are permitted pursuant
to the Mortgage Loan documents.
Subject to the satisfaction of certain criteria, the Mortgage Loan
documents allow members of the Mortgagor the right to pledge their
interests in the Mortgagor to secure a mezzanine loan pursuant to the
security instrument.
13 Eastover Shopping Center Subject to the satisfaction of certain criteria, certain other transfers
to affiliates and other entities or individuals are permitted pursuant
to the Mortgage Loan documents.
00 Xxxxxxxxx Xxx & Xxxxxx Xxxxxxxxxx Subject to the satisfaction of certain criteria, the Mortgage Loan
Airport documents allow members of the Mortgagor the right to pledge their
interests in the Mortgagor to secure a mezzanine loan pursuant to the
security instrument.
00 Xxxxxxxxx Xxxxxxxx Xxxx Subject to the satisfaction of certain criteria, certain other transfers
to affiliates and other entities or individuals are permitted pursuant
to the Mortgage Loan documents.
Subject to the satisfaction of certain criteria, the Mortgage Loan
documents allow members of the Mortgagor the right to pledge their
interests in the Mortgagor to secure a mezzanine loan pursuant to the
security instrument.
6 Centro Portfolio Subject to the satisfaction of certain criteria, certain other transfers
to affiliates and other entities or individuals are permitted pursuant
to the Mortgage Loan documents.
Subject to the satisfaction of certain criteria, the Mortgage Loan
documents allow members of the Mortgagor the right to pledge their
interests in the Mortgagor to secure a mezzanine loan pursuant to the
security instrument.
1 RREEF Silicon Valley Office Portfolio Subject to the satisfaction of certain criteria, certain other transfers
to affiliates and other entities or individuals are permitted pursuant
to the Mortgage Loan documents.
Representation #(33)
--------------------
Loan Number Loan Name Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
2 One & Two Prudential Plazas The Mortgaged Property secures the Mortgage Loan and another note, which
is pari passu with the Mortgage Note which evidences the Mortgage Loan,
but such other note is not included in the trust fund and has been
previously sold by Seller.
1 RREEF Silicon Valley Office The Mortgaged Property secures the Mortgage Loan (consisting of a Fixed
Portfolio Rate A-1 Note), a Fixed Rate A-2 Note (which is pari passu with the
Mortgage Loan and is not included in the trust fund) and a Floating Rate
A Note and Floating Rate B Note (which are pari passu with the Mortgage
Loan and Fixed Rate A-2 Note and are not included in the trust fund).
Representation #(35)
--------------------
Loan Number Loan Name Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
2 One & Two Prudential Plazas One of the buildings may be released from the lien of the Mortgage upon
payment of 115% of the Allocated Loan Amount if conveyed to a third
party or 120% of the Allocated Loan Amount if conveyed to an affiliate
in connection with a condominium conversion.
6 Centro Portfolio Each Centro 38 property may be released from the lien of the Mortgage
upon defeasance of an amount equal to 110% of the allocated loan amount
to such property.
1 RREEF Silicon Valley Office Each RREEF Silicon Valley Office Portfolio property may be Portfolio
released from the lien of the Mortgage upon defeasance of an amount
equal to between 105% and 115% of the allocated loan amount to such
property.
Representation #(36)
--------------------
Loan Number Loan Name Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
89 177-179 Admiral Cochrane Drive Because the Mortgage Loan is structured for tax purposes as an IDOT, the
indemnity guarantor of the IDOT owns the related Mortgaged Property
instead of the related Mortgagor.
00 Xxxxxxxxx Xxxx Xxxxxxxxx Inn Because the Mortgage Loan is structured for tax purposes as an IDOT, the
indemnity guarantor of the IDOT owns the related Mortgaged Property
instead of the related Mortgagor.
113 Citizens National Bank Building Because the Mortgage Loan is structured for tax purposes as an IDOT, the
indemnity guarantor of the IDOT owns the related Mortgaged Property
instead of the related Mortgagor.
62 0000 Xxxxxxxxx Xxxxx Xxxxxxx the Mortgage Loan is structured for tax purposes as an IDOT, the
indemnity guarantor of the IDOT owns the related Mortgaged Property
instead of the related Mortgagor.
6 Centro Portfolio Because a portion of the Mortgage Loan is structured for tax purposes as
an IDOT, the indemnity guarantor of the IDOT owns the related Mortgaged
Property instead of the related Mortgagor.
Representation #(37)
--------------------
Loan Number Loan Name Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
52 Montwood Shopping Center The Mortgaged Property is nonconforming due to deficient parking. The
Mortgagor is required to re-stripe pursuant to applicable Mortgage Loan
documents.
000 Xxxxx Xxxx Xxxxxxxxx Xxxxxxxxx One of the Plaza Arms Apartment Portfolio properties is legally
nonconforming due to setback and area violations. According to the
zoning report, the Mortgaged Property can be rebuilt as-is, provided
less than 75% of the Mortgaged Property is destroyed. The Mortgagor has
not obtained law and ordinance coverage. Any loss resulting from such
nonconforming use is a full recourse event until the Mortgagor provides
law and ordinance coverage acceptable to mortgagee.
Both of the Plaza Arms Apartment Portfolio properties are legally
nonconforming to deficient parking.
85 Stone Plaza Office Building The Mortgaged Property is nonconforming due to deficient parking. The
Mortgagor is required to re-stripe pursuant to applicable Mortgage Loan
documents.
40 Nationwide Insurance Building According to the zoning report, the Mortgaged Property is nonconforming,
subject to the re-striping of an additional 2 parking spaces.
1; 32; RREEF Silicon Valley Office The respective Mortgaged Properties are legally nonconforming due to
51; 112; Portfolio (Mountain View deficient parking.
83; 103; Properties, Orchard Park and
26; 80; Sunnyvale/Santa Xxxxx/San Xxxx);
15; 111; Embassy Suites-Indianapolis;
59; 54; Market Plaza Shopping Center;
106 Rockland Mobile Home Park; 3000
Lincoln; 0000-0000 Xxxx 000xx
Xxxxxx; FILA USA Distribution
Facility; Xxxxx Heights Mall;
Parkway Business Center; Liberty
Arms Apartments; Standard Xxxxx
Apartments; Gainesville Towne
Center; Southwest Estates
1 RREEF Silicon Valley Office Five of the RREEF Silicon Valley Office Portfolio properties (Xxxxx Park
Portfolio Biotech, Xxxxx Park I, Peery Park II, Macara A&B and Sunnyvale/Santa
Xxxxx/San Xxxx) are legally nonconforming due to excessive parking.
Representation #(42)
--------------------
Loan Number Loan Name Description of Exception
------------------------------------------------------------------------------------------------------------------------------------
2 One & Two Prudential Plazas Terrorism insurance premiums are capped at $440,000 per year (or
$220,000 following a partial release) with respect to the related
Mortgaged Property, subject to annual increases based on the Consumer
Price Index.
00 Xxxxxxx Xxxxxxx Terrorism insurance premiums are capped at $35,000 per year (or $13,000
if provided in the form of an endorsement or rider to an existing
Insurance Policy).
26 FILA USA Distribution Facility Terrorism insurance premiums are capped at $45,000 per year, subject to
annual increases based on the Consumer Price Index.
32 Embassy Suites-Charlotte Under certain circumstances, terrorism insurance premiums are capped at
1% times 110% of the outstanding principal balance and accrued but
unpaid interest.
37 Embassy Suites-Indianapolis Under certain circumstances, terrorism insurance premiums are capped at
1% times 110% of the outstanding principal balance and accrued but
unpaid interest.
13 Eastover Shopping Center Terrorism insurance premiums are capped at $25,000 per year, subject to
annual increases based on the Consumer Price Index.
000 Xxxxxxxxx Xxxxxxxx Mall Terrorism insurance premiums are capped at $70,000 per year.
6 Centro Portfolio Terrorism insurance premiums are capped at $200,000 per
year.
1 RREEF Silicon Valley Office Terrorism insurance premiums are capped at $200,000 per
Portfolio year.
EXHIBIT D
FORM OF OFFICER'S CERTIFICATE
I, [______], a duly appointed, qualified and acting [______] of
JPMorgan Chase Bank, National Association, a national banking association (the
"Company"), hereby certify as follows:
1. I have examined the Mortgage Loan Purchase Agreement, dated as of
September 21, 2006 (the "Agreement"), between the Company and X.X. Xxxxxx
Xxxxx Commercial Mortgage Securities Corp., and all of the representations
and warranties of the Company under the Agreement are true and correct in
all material respects on and as of the date hereof with the same force and
effect as if made on and as of the date hereof.
2. The Company has complied with all the covenants and satisfied all the
conditions on its part to be performed or satisfied under the Agreement on
or prior to the date hereof and no event has occurred which, with notice
or the passage of time or both, would constitute a default under the
Agreement.
3. I have examined the information regarding the Mortgage Loans in each Free
Writing Prospectus (as defined in the Indemnification Agreement), when
read in conjunction with the other Time of Sale Information (as defined in
the Indemnification Agreement), the Prospectus, dated September 12, 2006,
as supplemented by the Prospectus Supplement, dated September 14, 2006
(collectively, the "Prospectus"), relating to the offering of the Class
X-0, Xxxxx X-0, Class A-3FL, Class X-0X, Xxxxx X-0, Class A-SB, Class
A-1A, Class A-M, Class A-J, Class X-1, Class X-2, Class B, Class C and
Class D Certificates, the Private Placement Memorandum, dated September
14, 2006 (the "Privately Offered Certificate Private Placement
Memorandum"), relating to the offering of the Class E, Class F, Class G,
Class H, Class J, Class K, Class L, Class M, Class N, Class P and Class NR
Certificates, and the Residual Private Placement Memorandum, dated
September 14, 2006 (together with the Privately Offered Certificate
Private Placement Memorandum, the "Private Placement Memoranda"), relating
to the offering of the Class R and Class LR Certificates, and nothing has
come to my attention that would lead me to believe that any Free Writing
Prospectus, including any diskette attached thereto, when read in
conjunction with the other Time of Sale Information, as of the Time of
Sale (as defined in the Indemnification Agreement) or as of the date
hereof, the Prospectus, as of the date of the Prospectus Supplement or as
of the date hereof, or the Private Placement Memoranda, as of the date of
the Private Placement Memoranda or as of the date hereof, included or
includes any untrue statement of a material fact relating to the Mortgage
Loans or in the case of any Free Writing Prospectus, when read in
conjunction with the other Time of Sale Information, omitted or omits to
state therein a material fact necessary in order to make the statements
therein relating to the Mortgage Loans, in light of the circumstances
under which they were made, not misleading.
Capitalized terms used herein without definition have the meanings
given them in the Agreement.
IN WITNESS WHEREOF, I have signed my name this __ day of ______
2006.
By:_____________________________
Name:
Title:
