EXHIBIT 10.1
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP.,
PURCHASER
JPMORGAN CHASE BANK, N.A.,
SELLER
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of March 1, 2007
Fixed Rate Mortgage Loans
Series 2007-LDP10
This Mortgage Loan Purchase Agreement (this "Agreement"), dated as of
March 1, 2007, is between X.X. Xxxxxx Xxxxx Commercial Mortgage Securities
Corp., as purchaser (the "Purchaser"), and JPMorgan Chase Bank, N.A., as seller
(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
March 1, 2007 (the "Pooling and Servicing Agreement") among the Purchaser, as
depositor (the "Depositor"), Midland Loan Services, Inc. and Wachovia Bank,
National Association, as master servicers (each, a "Master Servicer"), X.X.
Xxxxxx Company, Inc., as special servicer (the "Special Servicer"), Xxxxx Fargo
Bank, N.A., as trustee (the "Trustee") and LaSalle Bank National Association, as
co-trustee (the "Co-Trustee"), 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
(subject to certain agreements regarding servicing as provided in the Pooling
and Servicing Agreement, subservicing agreements permitted thereunder and that
certain Servicing Rights Purchase Agreement, dated as of the Closing Date
between the applicable Master Servicer and the Seller) all of its right, title,
and interest in and to the Mortgage Loans 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. On the Closing Date, the Seller shall also deliver to the
Depositor an amount equal to $760,668.76, which amount represents the aggregate
amount of interest that would have accrued at the related Mortgage Rates on the
applicable Mortgage Loans commencing March 1, 2007 for those Mortgage Loans that
do not have a Due Date in April 2007. The Depositor will sell the Class A-1,
Class A-1S, Class A-2, Class A-2S, Class A-2SFL, Class A-3, Class A-3S, Class
A-1A, Class X, Class A-M, Class A-MS, Class A-J, Class A-JFL, Class A-JS, Class
B-S, Class C-S and Class D-S Certificates (the "Offered Certificates") to the
underwriters (the "Underwriters") specified in the underwriting agreement dated
March 26, 2007 (the "Underwriting Agreement") between the Depositor and X.X.
Xxxxxx Securities Inc. ("JPMSI") for itself and as representative of the several
underwriters identified therein, and the Depositor will sell the Class B, Class
C, Class D, Class E, Class E-S, Class F, Class F-S, Class G, Class G-S, Class H,
Class H-S, Class J, Class K, Class L, Class M, Class N, Class P and Class NR
Certificates (the "Private Certificates") to JPMSI and UBS Securities LLC, the
initial purchasers (together with the Underwriters, the "Dealers") specified in
the certificate purchase agreement dated March 26, 2007 (the "Certificate
Purchase Agreement"), between the Depositor and JPMSI for itself and as
representative of the initial purchasers identified therein.
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 in immediately available funds the sum of $1,577,934,741.23 (which
amount is inclusive of accrued interest and exclusive of the Seller's pro rata
share of 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 applicable Master Servicer. 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 a 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
2.01(c) of the Pooling and Servicing Agreement, and meeting all the requirements
of such Sections 2.01(b) and 2.01(c), and such other documents, instruments and
agreements as the Purchaser or the Trustee shall reasonably request. In
addition, the Seller agrees to deliver or cause to be delivered to the
applicable 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, or any attorney client communications
which are privileged communications or constitute legal or other due diligence
analyses, or internal communications of the Seller or its affiliates, or credit
underwriting or other 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 Trustee 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 applicable Master Servicer has
exercised all remedies available under the applicable Mortgage Loan documents to
collect such Transfer Modification Costs from such Mortgagor, in which case the
applicable Master Servicer shall give the Seller notice of such failure and the
amount of such Transfer Modification costs 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 applicable Master Servicer, in order to assist and facilitate in
the transfer of the servicing of the Mortgage Loans to the applicable Master
Servicer, including effectuating the transfer of any letters of credit with
respect to any Mortgage Loan to the Trustee (in care of the applicable Master
Servicer) for the benefit of Certificateholders. Prior to the date that a letter
of credit, if any, with respect to any Mortgage Loan is transferred to the
Trustee (in care of the applicable Master Servicer), the Seller will cooperate
with the reasonable requests of the applicable 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;
(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 Annexes
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 Annexes 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 Annexes 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 so amended or supplemented, be misleading
or so that the Prospectus Supplement, including Annexes 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 March 26,
2007 between the Purchaser and the Seller (the "Indemnification Agreement"); and
(d) 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 related to a Serviced Whole Loan or any Serviced Securitized
Companion Loan that is deposited into an Other Securitization or a Regulation AB
Companion Loan Securitization, the depositor in such Other Securitization or
Regulation AB Companion Loan Securitization) and the Trustee with any Additional
Form 10-D Disclosure and any Additional Form 10-K Disclosure set forth next to
the Purchaser's name on Schedule X and Schedule Y of the Pooling and Servicing
Agreement within the time periods set forth in the Pooling and Servicing
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 nationalt banking association, duly organized, validly
existing, and in good standing under the laws of the United States;
(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 State of New
York. 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 have 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 as contemplated herein, (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 do 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 or their respective affiliates or any servicer of
a Mortgage Loan) 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
(except with respect to any servicer of a Mortgage Loan, any commission or
compensation that may be due and payable to such servicer if such servicer
is terminated and does not continue to act as a servicer); and
(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.
(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
or agreement 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 or agreement;
(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 any 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 purchase and 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 if 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, any Master Servicer, the
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 any Mortgage
Loan, the value of 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 applicable Master Servicer for deposit into the Certificate
Account, any Substitution Shortfall Amount (as defined below) in connection
therewith; provided, however, that except with respect to a Defect resulting
solely from the failure by the Seller to deliver to the Trustee or Custodian the
actual policy of lender's title insurance required pursuant to clause (ix) of
the definition of Mortgage File by a date not later than 18 months following the
Closing Date, if such Breach or Defect is capable of being cured but is not
cured 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 Rating Agencies, the applicable Master Servicer, the Special Servicer, the
Trustee and the Directing Certificateholder 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 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 applicable
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. Notwithstanding the foregoing, the sole remedy with respect
to any breach of the representation set forth in the second to last sentence of
clause (32) of Exhibit B hereto shall be payment by the Seller of such costs and
expenses without respect to the materiality of such breach.
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 or a commitment to issue the same pursuant to written escrow instructions
signed by the title insurance company) 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
the Defects previously described in clauses (a) through (f)) shall be considered
to materially and adversely affect the value of any Mortgage Loan, the value of
the related Mortgaged Property or the interests of the Trustee or any
Certificateholder therein 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 its Custodian within 18 months after 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 the Mortgage Loan affected by the applicable Defect or
Breach and the Qualified Substitute Mortgage Loan, if any, satisfy all other
criteria for repurchase or substitution, as applicable, 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 by the applicable Master Servicer to determine
if the Crossed Loan Repurchase Criteria have been satisfied, so long as the
scope and cost of such Appraisal have been approved by the Seller (such approval
not to be unreasonably withheld).
To the extent that the Seller is required to repurchase or substitute
for a Crossed Loan hereunder in the manner prescribed above while the Trustee
continues to hold any other Crossed Loans in such Crossed Group, neither the
Seller nor the Trustee shall enforce any remedies against the other's Primary
Collateral, but each is permitted to exercise remedies against the Primary
Collateral securing its respective Crossed Loans, including with respect to the
Trustee, the Primary Collateral securing Crossed Loans still held by the
Trustee.
If the exercise of remedies by one party would materially impair the
ability of the other party to exercise its remedies with respect to the Primary
Collateral securing the Crossed Loans held by such party, then the Seller and
the Trustee shall forbear from exercising such remedies until the Mortgage Loan
documents evidencing and securing the relevant Crossed Loans can be modified in
a manner that removes the threat of material impairment as a result of the
exercise of remedies or some other accommodation can be reached. Any reserve or
other cash collateral or letters of credit securing the Crossed Loans shall be
allocated between such Crossed Loans in accordance with the Mortgage Loan
documents, or otherwise on a pro rata basis based upon their outstanding Stated
Principal Balances. Notwithstanding the foregoing, if a Crossed Loan that
remains in the Trust Fund is modified to terminate the related cross
collateralization and/or cross default provisions, as a condition to such
modification, the Seller shall furnish to the Trustee an Opinion of Counsel that
any modification shall not cause an Adverse REMIC Event. Any expenses incurred
by the Purchaser in connection with such modification or accommodation
(including but not limited to recoverable attorney fees) shall be paid by the
Seller.
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, 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 (including
the Servicing File) 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 for the
affected Mortgage Loan pursuant to Section 6(e) herein shall constitute the sole
remedy available to the Purchaser in connection with a Breach or Defect (subject
to the last sentence of the second paragraph of Section 6(e)). It is
acknowledged and agreed that the representations and warranties are being made
for risk allocation purposes only; 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 Secretary or Assistant Secretary of
the Seller;
(ii) an original or copy of a certificate of corporate existence 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 corporate or other 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 articles of association 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 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, Charlotte, North Carolina, 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 (without duplication thereof), but not limited to: (i) the
costs and expenses of the Purchaser in connection with the purchase of the
Mortgage Loans and other mortgage loans; (ii) the costs and expenses of
reproducing and delivering the Pooling and Servicing 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, other mortgage loans and the Certificates
included in the Prospectus, the Memoranda (as defined in the Indemnification
Agreement) and the Term Sheet (as defined in the Indemnification Agreement), or
items similar to the Term Sheet, 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, Prospectus
and Memoranda, and the reproduction and delivery of this Agreement and the
furnishing to the Underwriters of such copies of the Registration Statement,
Prospectus, Memoranda 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 and that the rights so assigned may be further assigned to, and shall
inure to the benefit of, any successor trustee under the Pooling and Servicing
Agreement. The Seller hereby acknowledges its obligations (subject to the
provisions hereof), including that of expense reimbursement, pursuant to
Sections 2.01, 2.02 and 2.03 of the Pooling and Servicing Agreement. Except as
set forth hereinabove and in Sections 2.01, 2.02 and 2.03 of the Pooling and
Servicing Agreement, the representations and warranties of the Seller made
hereunder and the remedies provided hereunder with respect to Breaches or
Defects may not be further assigned by the Purchaser, the Trustee or any
successor trustee. No owner of a Certificate issued pursuant to the Pooling and
Servicing Agreement shall be deemed a successor or permitted assign because of
such ownership. 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, fax number (000) 000-0000 with a copy to Xxxxxx Xxxxx, fax number
(000) 000-0000, (ii) in the case of the Seller, JPMorgan Chase Bank, N.A., 000
Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxxx, fax
number (000) 000-0000, with a copy to Xxxxxx Xxxxx, fax number: (000) 000-0000
and (iii) in the case of any of the preceding parties, such other address or fax
number as may hereafter be furnished to the other party in writing by such
party.
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. Except as set forth in Section 6
herein, 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 XXXXX COMMERCIAL MORTGAGE
SECURITIES CORP., as Purchaser
By: /s/ Xxxxxx Xxxxx
------------------------------------
Name: Xxxxxx Xxxxx
Title: Executive Director
JPMORGAN CHASE BANK, N.A., as Seller
By: /s/ Xxxxxx Xxxxx
------------------------------------
Name: Xxxxxx Xxxxx
Title: Executive Director
EXHIBIT A
MORTGAGE LOAN SCHEDULE
JPMCC 2007-LDP10
Mortgage Loan Schedule (JPMCB)
Loan # Loan Seller Mortgagor Name
------------------------------------------------------------------------------------------------------------
2 JPMCB BP 000 Xxxxxxxxx Xxxxxx LLC
4 JPMCB Lafayette Buildings, LLC
4.01 JPMCB Lafayette Buildings, LLC
4.02 JPMCB Lafayette Buildings, LLC
4.03 JPMCB Lafayette Buildings, LLC
4.04 JPMCB Lafayette Buildings, LLC
4.05 JPMCB Lafayette Buildings, LLC
4.06 JPMCB Lafayette Buildings, LLC
4.07 JPMCB Lafayette Buildings, LLC
4.08 JPMCB Lafayette Buildings, LLC
4.09 JPMCB Lafayette Buildings, LLC
8 JPMCB CRP-2 Holdings CC, L.P.; CRP-2 Holdings Tall Oaks, LLC
9 JPMCB CRP-2 Holdings CC, L.P.; CRP-2 Holdings Tall Oaks, LLC
10 JPMCB CRP-2 Holdings CC, L.P.; CRP-2 Holdings Tall Oaks, LLC
11 JPMCB CRP-2 Holdings CC, L.P.; CRP-2 Holdings Tall Oaks, LLC
12 JPMCB CRP-2 Holdings CC, L.P.; CRP-2 Holdings Tall Oaks, LLC
13 JPMCB CRP-2 Holdings CC, L.P.; CRP-2 Holdings Tall Oaks, LLC
14 JPMCB CRP-2 Holdings CC, L.P.; CRP-2 Holdings Tall Oaks, LLC
15 JPMCB CRP-2 Holdings CC, L.P.; CRP-2 Holdings Tall Oaks, LLC
16 JPMCB CRP-2 Holdings CC, L.P.; CRP-2 Holdings Tall Oaks, LLC
17 JPMCB CRP-2 Holdings CC, L.P.; CRP-2 Holdings Tall Oaks, LLC
18 JPMCB CRP-2 Holdings CC, L.P.; CRP-2 Holdings Tall Oaks, LLC
19 JPMCB Centro Heritage SPE 5 LLC, Centro Xxxxxxx SPE 5 LLC, Centro Xxxxxxx Fairview Corners
19.01 JPMCB Centro Heritage SPE 5 LLC, Centro Xxxxxxx SPE 5 LLC, Centro Xxxxxxx Fairview Corners
19.02 JPMCB Centro Heritage SPE 5 LLC, Centro Xxxxxxx SPE 5 LLC, Centro Xxxxxxx Fairview Corners
19.03 JPMCB Centro Heritage SPE 5 LLC, Centro Xxxxxxx SPE 5 LLC, Centro Xxxxxxx Fairview Corners
19.04 JPMCB Centro Heritage SPE 5 LLC, Centro Xxxxxxx SPE 5 LLC, Centro Xxxxxxx Fairview Corners
19.05 JPMCB Centro Heritage SPE 5 LLC, Centro Xxxxxxx SPE 5 LLC, Centro Xxxxxxx Fairview Corners
19.06 JPMCB Centro Heritage SPE 5 LLC, Centro Xxxxxxx SPE 5 LLC, Centro Xxxxxxx Fairview Corners
19.07 JPMCB Centro Heritage SPE 5 LLC, Centro Xxxxxxx SPE 5 LLC, Centro Xxxxxxx Fairview Corners
19.08 JPMCB Centro Heritage SPE 5 LLC, Centro Xxxxxxx SPE 5 LLC, Centro Xxxxxxx Fairview Corners
19.09 JPMCB Centro Heritage SPE 5 LLC, Centro Xxxxxxx SPE 5 LLC, Centro Xxxxxxx Fairview Corners
19.10 JPMCB Centro Heritage SPE 5 LLC, Centro Xxxxxxx SPE 5 LLC, Centro Xxxxxxx Fairview Corners
19.11 JPMCB Centro Heritage SPE 5 LLC, Centro Xxxxxxx SPE 5 LLC, Centro Xxxxxxx Fairview Corners
19.12 JPMCB Centro Heritage SPE 5 LLC, Centro Xxxxxxx SPE 5 LLC, Centro Xxxxxxx Fairview Corners
19.13 JPMCB Centro Heritage SPE 5 LLC, Centro Xxxxxxx SPE 5 LLC, Centro Xxxxxxx Fairview Corners
20 JPMCB Southland Mall Properties LLC
25 JPMCB Osprey Lakeview LLC; Osprey Palm Court LLC; Osprey Tampa Oaks, LLC; Osprey-Lakewood
25.01 JPMCB Osprey Lakeview LLC; Osprey Palm Court LLC; Osprey Tampa Oaks, LLC; Osprey-Lakewood
25.02 JPMCB Osprey Lakeview LLC; Osprey Palm Court LLC; Osprey Tampa Oaks, LLC; Osprey-Lakewood
25.03 JPMCB Osprey Lakeview LLC; Osprey Palm Court LLC; Osprey Tampa Oaks, LLC; Osprey-Lakewood
25.04 JPMCB Osprey Lakeview LLC; Osprey Palm Court LLC; Osprey Tampa Oaks, LLC; Osprey-Lakewood
25.05 JPMCB Osprey Lakeview LLC; Osprey Palm Court LLC; Osprey Tampa Oaks, LLC; Osprey-Lakewood
25.06 JPMCB Osprey Lakeview LLC; Osprey Palm Court LLC; Osprey Tampa Oaks, LLC; Osprey-Lakewood
44 JPMCB Hamptons Germantown I, LLC and Hamptons Germantown II, LLC
46 JPMCB CRP Holdings C, L.P., CRP Holdings Xxxxxxxx, X.X.
47 JPMCB CRP Holdings C, L.P., CRP Holdings Xxxxxxxx, X.X.
48 JPMCB CRP Holdings C, L.P., CRP Holdings Xxxxxxxx, X.X.
49 JPMCB CRP Holdings C, L.P., CRP Holdings Xxxxxxxx, X.X.
55 JPMCB Macerich SanTan Phase 2 SPE LLC
58 JPMCB Silverado Ranch Plaza LLC
59 JPMCB RPI Xxxxxx Xxxxx Ltd.
60 JPMCB RREEF AMERICA REIT III CORP. GG2
61 JPMCB Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower Opco 2006-2 L.P.
61.01 JPMCB Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower Opco 2006-2 L.P.
61.02 JPMCB Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower Opco 2006-2 L.P.
61.03 JPMCB Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower Opco 2006-2 L.P.
61.04 JPMCB Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower Opco 2006-2 L.P.
61.05 JPMCB Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower Opco 2006-2 L.P.
61.06 JPMCB Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower Opco 2006-2 L.P.
61.07 JPMCB Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower Opco 2006-2 L.P.
61.08 JPMCB Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower Opco 2006-2 L.P.
61.09 JPMCB Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower Opco 2006-2 L.P.
61.10 JPMCB Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower Opco 2006-2 L.P.
61.11 JPMCB Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower Opco 2006-2 L.P.
61.12 JPMCB Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower Opco 2006-2 L.P.
Loan # Loan Seller Mortgagor Name
------------------------------------------------------------------------------------------------------------
2
4
4.01
4.02
4.03
4.04
4.05
4.06
4.07
4.08
4.09
8
9
10
11
12
13
14
15
16
17
18
19
19.01
19.02
19.03
19.04
19.05
19.06
19.07
19.08
19.09
19.10
19.11
19.12
19.13
20
25 Ranch Properties LLC; Osprey Westlake, LLC; Osprey Orion Center LLC
25.01 Ranch Properties LLC; Osprey Westlake, LLC; Osprey Orion Center LLC
25.02 Ranch Properties LLC; Osprey Westlake, LLC; Osprey Orion Center LLC
25.03 Ranch Properties LLC; Osprey Westlake, LLC; Osprey Orion Center LLC
25.04 Ranch Properties LLC; Osprey Westlake, LLC; Osprey Orion Center LLC
25.05 Ranch Properties LLC; Osprey Westlake, LLC; Osprey Orion Center LLC
25.06 Ranch Properties LLC; Osprey Westlake, LLC; Osprey Orion Center LLC
44
46
47
48
49
55
58
59
60
61
61.01
61.02
61.03
61.04
61.05
61.06
61.07
61.08
61.09
61.10
61.11
61.12
Loan # Loan Seller Mortgagor Name
------------------------------------------------------------------------------------------------------------
61.13 JPMCB Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower Opco 2006-2 L.P.
61.14 JPMCB Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower Opco 2006-2 L.P.
61.15 JPMCB Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower Opco 2006-2 L.P.
61.16 JPMCB Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower Opco 2006-2 L.P.
61.17 JPMCB Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower Opco 2006-2 L.P.
61.18 JPMCB Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower Opco 2006-2 L.P.
61.19 JPMCB Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower Opco 2006-2 L.P.
61.20 JPMCB Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower Opco 2006-2 L.P.
62 JPMCB Continental 1700 Rosecrans Corporation
66 JPMCB San Xxxx Office Investments, L.P.
75 JPMCB UCV Media Tech Center, LLC
77 JPMCB PK I Palomar Village SC LP
78 JPMCB Denver Hotel Teatro, LLC
100 JPMCB Park Place Apartments, LLP
102 JPMCB PK III Canyon Square Plaza LP
106 JPMCB 000 Xxxxxx Xxxxxx LLC
112 JPMCB Brownstown Shopping Plaza LLC
117 JPMCB Chula Vista MOB, LLC
123 JPMCB Regency Seymour LLC
129 JPMCB Xxxxxx Avenue Enterprises Limited Partnership
144 JPMCB Mequon Joint Venture, LLC
146 JPMCB Durango & Elkhorn Bldg A, LLC
149 JPMCB MANARGO LLC
159 JPMCB Xxxx XX Amherst NY, LLC
164 JPMCB Greenhaven Investors, A California Limited Partnership
165 JPMCB Xxxxxx'x Landing #2-JP, LLC
166 JPMCB BC/TIBEX Plaza, L.P.
170 JPMCB ParkBrooke Office Partners, L.P.
172 JPMCB Dallas Fitness Investors #1, L.P.
177 JPMCB Courtyard Apartments, LLC
180 JPMCB Waukesha Investors, LLC
186 JPMCB Tates Creek South Partnership, Ltd.
192 JPMCB Del Rey Properties LLC
197 JPMCB Xxxxx'x Point Center Associates, LLC
199 JPMCB South 31st Street, LLC
208 JPMCB Tab 250, Ltd.
213 JPMCB Foxwood Village Apartments, L.L.C.
214 JPMCB Xxxxxxx Properties, Inc.
218 JPMCB Mequon Joint Venture, LLC
223 JPMCB Meadow Ridge Partners, L.L.C.
224 JPMCB 0000 Xxxxxx Xxxxxx Enterprises Limited Partnership
225 JPMCB Lara Springs, Ltd.
227 JPMCB Somerset Partners, LLC
228 JPMCB Amera Realty, Ltd.
229 JPMCB Xxxxxxx, L.L.C.
Loan
# Property Address City State Zip Code County
--------------------------------------------------------------------------------------------------------------------
2 000 Xxxxxxxxx Xxxxxx Xxx Xxxx XX 00000 Xxx Xxxx
0 Xxxxxxx Xxxxxxxxxx XX 00000 Alexandria City
4.01 0000 Xxxx Xxxxxx Xxxxx Xxxxxxxxxx XX 00000 Alexandria City
4.02 0000 Xxxxxxxx Xxxx Xxxxxxxxxx XX 00000 Alexandria City
4.03 0000 Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx XX 00000 Alexandria City
4.04 0000 Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx XX 00000 Alexandria City
4.05 0000 Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx XX 00000 Alexandria City
4.06 0000 Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx XX 00000 Alexandria City
4.07 0000 Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx XX 00000 Alexandria City
4.08 0000 Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx XX 00000 Alexandria City
4.09 0000 Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx XX 00000 Alexandria City
8 700, 730, 760, 000 Xxxxxxxxx 000xx Xxxxxx Xxxxx XX 00000 Miami-Dade
9 0000 Xxxxxx Xxxx Xxxxx Xxxxxxx Xxx XX 00000 Los Angeles
10 0000 Xxxxxxxx Xxxxx Xxxxxxxxxxx XX 00000 Fairfax
11 0000 Xxxxxxxxx Xxxxxxx Xxxxxx XX 00000 Collin
12 8055, 8075, 8125, 0000 Xxxxx Xxxxxx Xxxxxxx XX 00000 Xxxx
13 11411-11601 Xxxxxxxxx Xxxxxx Xxxx Xxxxxxxx XX 00000 Multnomah
14 00000 Xxxxx Xxxxxxxx Xxxxxxx Xxxxxx XX 00000 Jefferson
15 00000 Xxxxx Xxxxx Xxxxx Xxxxxx XX 00000 Fairfax
16 00 Xxxxxxxxxx Xxxxxx Xxxxxxxxx XX 00000 Middlesex
17 00 Xxxxx Xxxxxx Xxxxxxxxx XX 00000 Middlesex
18 00 Xxxxxxxxxx Xxxxx Xxxxxx XX 00000 Worcester
19 Various Various Various Various Various
19.01 0000-0000 Xxxxxxxxxxxxxx Xxxx Xxxxxxxx XX 00000 Xxxxxx
19.02 000-000 Xxxx Xxxxxxxxx Xxxx Xxxxxxx XX 00000 DuPage
19.03 400 & 000 Xxxxxxxx Xxxxxx Xxxx Xxxxxxxxxxxx XX 00000 Greenville
19.04 0000 Xxxxxxx Xxxx Xxxx Xxxxxx XX 00000 St. Louis
19.05 0000 Xxxx Xxxxxxx Xxxx Xxxxxxxxxx XX 00000 Jefferson
19.06 00000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxx XX 00000 Xxxxxxxx
19.07 0000 Xxxxxxxx Xxxxxxx Xxxx Xxxx Xxxxxxxxx XX 00000 Tippecanoe
19.08 0000 Xxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxx XX 00000 Hennepin
19.09 0000 Xxxxxxxxxx Xxxxxx Xxxx Xxxxxxxxx XX 00000 Xxxxxx
19.10 000-000 Xxxxx 000 Xxxxxxx Xxxxxxx XX 00000 Clay
19.11 0000 Xxxxxxx Xxxxxx XX Xxxxxxxx Xxxxxxx XX 00000 Anoka
19.12 0000 0xx Xxxxxx Xxxxxx XX 00000 Rock Island
19.13 0000 Xxxxxxxxx Xxxxxx Xxxxxxxxxx XX 00000 Racine
20 00000 Xxxxx Xxxxx Xxxxxxx Xxxxx XX 00000 Miami-Dade
25 Various Various FL Various Various
25.01 0000-0000 Xxxxxxxxx Xxxx Xxxxx Xxxxx XX 00000 Hillsborough
25.02 00000 Xxxxx Xxxx Xxxxxxxxx Xxxxx XX 00000 Hillsborough
25.03 0000 Xxxx Xxxxxx Xxxxxxx Xxxxxxxxx XX 00000 Manatee
25.04 0000 Xxxxxx Xxxxx Xxxxxxx Xxxxx XX 00000 Hillsborough
25.05 0000 Xxxxx Xxxxx Xxxxx Xxxxx Xxxx Xxxxx XX 00000 Hillsborough
25.06 0000 Xxxxxx Xxxxx Xxxxxxx Xxxxx XX 00000 Hillsborough
44 00000 Xxxxxxx Xxxx Xxxxx Xxxxxxxxxx XX 00000 Xxxxxxxxxx
46 0000 Xxxxxx Xxxxxx Xxxxxx Xxxxx XX 00000 Xxxx
47 0000 Xxxx Xxxxxx Xxxxxx Xxxxx XX 00000 Xxxx
48 14502 & 00000 Xxxxxxxxx Xxxxx Xxxxxx XX 00000 Prince Georges
49 0000 Xxxx Xxxxxxxx Xxxxxxx XX 00000 Dallas
55 0000-0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxx XX 00000 Maricopa
58 0000 Xxxxx Xxxxxxx Xxxxxx Xxx Xxxxx XX 00000 Xxxxx
59 4608-4750 Xxxxxx Xxxxx Road and 6001-6125 Loop 000 Xxxxxxxxx Xxxx Xxxxx XX 00000 Tarrant
60 0000 Xxxxxx Xxxxxxxxx Xxxxxxxx XX 00000 Los Angeles
61 Various Various Various Various Various
61.01 000 Xxxx 0000 Xxxxx Xxxxxx Xxxxxxxxxx XX 00000 Xxxxx
61.02 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxxxxx XX 00000 Xxxxxxxxxx
61.03 000 Xxxx Xxxxxxx Xxxxxx Xxxxxxx XX 00000 Franklin
61.04 000 Xxxxx Xxxxxxx Xxxx Xxxxxxxxx XX 00000 Shenandoah
61.05 00000 Xxxxxxxxx Xxxxx Xxxxxx Xxxxxxxx XX 00000 Potter
61.06 000 Xxxxxxx Xxxxx Xxxxxxxxxxx XX 00000 Xxxxxx
61.07 0000 Xxxxx Xxxxxxx Xxxx Xxxx Xxxxxxx XX 00000 Xxxxxxxxxx
61.08 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxxxxxx XX 00000 Xxxx
61.09 000 Xxxxxxx Xxxx Xxxxxxxx XX 00000 Onondaga
61.10 0000 Xxxxxxxx Xxxxxxx Xxxxxxx XX 00000 Xxxxxx
61.11 0000 Xxxxxxx Xxxx Xxxxxxx XX 00000 Wood
61.12 #N/A #N/A #N/A #N/A #N/A
Loan
# Property Address City State Zip Code County
------------------------------------------------------------------------------------------------------------------------------------
61.13 #N/A #N/A #N/A #N/A #N/A
61.14 #N/A #N/A #N/A #N/A #N/A
61.15 #N/A #N/A #N/A #N/A #N/A
61.16 #N/A #N/A #N/A #N/A #N/A
61.17 #N/A #N/A #N/A #N/A #N/A
61.18 #N/A #N/A #N/A #N/A #N/A
61.19 #N/A #N/A #N/A #N/A #N/A
61.20 #N/A #N/A #N/A #N/A #N/A
62 0000 Xxxxxxxxx Xxxxxx Xxxxxxxxx Xxxxx XX 00000 Los Angeles
66 000 Xxxxx Xxxxxxxxxx Xxxxxxxxx Xxx Xxxx XX 00000 Santa Xxxxx
75 2702, 2705, 2709 & 0000 Xxxxx Xxxxxx Xxxxx Xxx Xxxxxxx XX 00000 Los Angeles
77 30520-30690 Xxxxxx Xxxxxxxxxx Xxxx Xxxxxxxx XX 00000 Riverside
78 0000 00xx Xxxxxx Xxxxxx XX 00000 Denver
100 0000-0000 Xxxx Xxxxx Xxxx Xxxxxxxxxx XX 00000 Rock
102 18507 - 00000 Xxxxxxx Xxxxxx Xxxx Xxxxx Xxxxxxx XX 00000 Los Angeles
106 000 Xxxxxx Xxxxxx Xxx Xxxxxxxxx XX 00000 San Francisco
112 00000 Xxxx Xxxx Xxxxxxxxxx XX 00000 Xxxxx
117 000 0xx Xxxxxx Xxxxx Xxxxx XX 00000 San Diego
123 1224 and 0000 Xxxx Xxxxxx Xxxxxx Xxxxxxx XX 00000 Xxxxxxx
129 2100 and 0000 Xxxx Xxxxxx Xxxxxx Xxxxxxx XX 00000 Orange
144 0000-0000 Xxxx Xxxxxxxxx Xxxxx Xxxxxx XX 00000 Ozaukee
146 0000 Xxxxx Xxxxxxx Xxxxx Xxx Xxxxx XX 00000 Xxxxx
149 0000 XxXxx Xxxx Xxxxxxxx XX 00000 Xxxxxx
159 000 Xxxxx Xxxx Xxxxxxx XX 00000 Erie
164 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxxx XX 00000 Sacramento
165 0000 Xxxxxx'x Xxxxxxx Xxxxx Xxxxxxxxx XX 00000 Kalamazoo
166 000-000 Xxxxx Xxxx Xxxxxx Xxxxxx XX 00000 Tarrant
170 000 XxxxXxxxxx Xxxxx Xxxxxxxxx XX 00000 Cherokee
172 0000 Xxxx Xxxxxxxxxx 00 Xxxxx Xxxxxxx XX 00000 Tarrant
177 0000 Xxxxx Xxxxx Xxxxxxxxx XX 00000 Xxxxx
180 1900 & 0000 Xxxxxxxx Xxxx Xxxxxxxx XX 00000 Waukesha
186 0000-0000 Xxxxx Xxxxx Xxxxxxxxx XX 00000 Fayette
192 000 Xxxxx Xxxx Xxxxxx Xxxxxxx XX 00000 Los Angeles
197 0000 Xxxx Xxxxxx Xxxxxxxxx Xxxxxx XX 00000 Xxxxxx
199 0000 00xx Xxxxxx Xxxxx Xxxxxxxxx XX 00000 Arlington
208 000-000 Xxxxx Xxxxxxx Xxxxxxx Xxxx Xxxxxxxxxx XX 00000 Broward
213 0000 Xxxx Xxxxx Xxxxxxxx XX 00000 Winnebago
214 000 Xxxx 00 Xxxx Xxxx Xxxxxxx Xxxxxxx XX 00000 Oakland
218 7301 Xxxx Xxxx Road, 0000 Xxxxx Xxxxxx Xxxx Xxxxxxxxx XX 00000 Milwaukee
223 0000 Xxxxx XxXxxxxx Xxxx Xxxxxxx XX 00000 Madison
224 0000 Xxxx Xxxxxx Xxxxxx Xxxxxxx XX 00000 Orange
225 00000 Xxxxx Xxxx 00xx Xxxxxx Xxxxx Xxxxxxx XX 00000 Broward
227 0000 Xxxxx Xxxx Xxxxxx Xxxxxxxx XX 00000 Winnebago
228 0000-0000 Xxxxx Xxxxxxxxxx Xxxxx Xxxxx Xxxxxxx XX 00000 Broward
229 0000 Xxxxxxx Xxxxx Xxxxxxxx XX 00000 Winnebago
Loan Interest Net Mortgage Original Cutoff
# Property Name Size Measure Rate (%) Interest Rate Balance Balance
------------------------------------------------------------------------------------------------------------------------------------
2 000 Xxxxxxxxx Xxx 1030309 Square Feet 5.49300 5.47261 225,000,000 225,000,000
4 Lafayette Property Trust 839469 Square Feet 5.32300 5.30261 203,250,000 203,250,000
4.01 0000 Xxxx Xxxxxx Xxxxx 000000 Xxxxxx Feet 5.32300 5.32300 64,392,204 64,392,204
4.02 0000 Xxxxxxxx Xxxx 199005 Square Feet 5.32300 5.32300 44,942,814 44,942,814
4.03 0000 X Xxxxxxxxxx Xx. 000000 Xxxxxx Feet 5.32300 5.32300 34,404,499 34,404,499
4.04 0000 X. Xxxxxxxxxx Xx. 00000 Xxxxxx Feet 5.32300 5.32300 20,379,241 20,379,241
4.05 0000 X Xxxxxxxxxx Xx 00000 Xxxxxx Feet 5.32300 5.32300 9,530,976 9,530,976
4.06 0000 X. Xxxxxxxxxx Xx 00000 Xxxxxx Feet 5.32300 5.32300 9,221,025 9,221,025
4.07 0000 X. Xxxxxxxxxx Xx 00000 Xxxxxx Feet 5.32300 5.32300 8,368,662 8,368,662
4.08 0000 X. Xxxxxxxxxx Xx 00000 Xxxxxx Feet 5.32300 5.32300 7,206,347 7,206,347
4.09 0000 X. Xxxxxxxxxx Xx 00000 Xxxxxx Feet 5.32300 5.32300 4,804,232 4,804,232
8 Lennar Corporate Center 283196 Square Feet 5.46600 5.44561 33,600,000 33,600,000
9 Pacifica Trenton 134858 Square Feet 5.46600 5.44561 22,800,000 22,800,000
10 0000 Xxxxxxxx Xxxxx 251178 Square Feet 5.46600 5.44561 17,400,000 17,400,000
11 AMLI on the Parkway 240 Units 5.46600 5.44561 13,500,000 13,500,000
12 Woodlands at Riverside 528856 Square Feet 5.46600 5.44561 12,360,000 12,360,000
00 Xxxxxx Xxxx 267914 Square Feet 5.46600 5.44561 11,250,000 11,250,000
14 Table Mountain 261825 Square Feet 5.46600 5.44561 9,240,000 9,240,000
00 Xxxx Xxxx 00000 Xxxxxx Feet 5.46600 5.44561 6,660,000 6,660,000
00 Xxxxxx Xxxxxxxxxx - Xxxxxxxxx 153641 Square Feet 5.46600 5.44561 6,060,000 6,060,000
00 Xxxxxx Xxxxxxxxxx - Xxxxxxxxx 00000 Xxxxxx Feet 5.46600 5.44561 3,120,000 3,120,000
00 Xxxxxx Xxxxxxxxxx - Xxxxxx 00000 Square Feet 5.46600 5.44561 2,280,000 2,280,000
00 Xxxxxx Xxxxxxxx Xxxxxxxxx X 0000000 Xxxxxx Feet 5.38700 5.36661 129,235,662 129,235,662
19.01 Speedway Superstore 564279 Square Feet 5.38700 5.38700 29,150,000 29,150,000
19.02 High Point Centre 239892 Square Feet 5.38700 5.38700 16,870,000 16,870,000
19.03 Fairview Corners 131002 Square Feet 5.38700 5.38700 12,400,000 12,400,000
19.04 Burning Tree Plaza 182969 Square Feet 5.38700 5.38700 11,480,000 11,480,000
19.05 Plainview Village Center 164367 Square Feet 5.38700 5.38700 10,080,000 10,080,000
19.06 Xxxxxxxx Xxxxxxx 000000 Square Feet 5.38700 5.38700 8,380,000 8,380,000
19.07 Sagamore Park Centre 118436 Square Feet 5.38700 5.38700 6,850,000 6,850,000
19.08 Terrace Mall 135031 Square Feet 5.38700 5.38700 6,815,662 6,815,662
19.09 Xxxxxxxxx Xxxxxx 00000 Square Feet 5.38700 5.38700 6,090,000 6,090,000
19.10 Liberty Corners 124858 Square Feet 5.38700 5.38700 5,740,000 5,740,000
19.11 Central Value Center 126665 Square Feet 5.38700 5.38700 5,200,000 5,200,000
19.12 Xxxx Xxxx Xxxxxx 00000 Xxxxxx Xxxx 0.00000 5.38700 5,180,000 5,180,000
19.13 Xxx Xxxxx Xxxxx 000000 Square Feet 5.38700 5.38700 5,000,000 5,000,000
00 Xxxxxxxxx Xxxx 000000 Xxxxxx Feet 6.10450 6.08411 120,500,000 120,500,000
25 Osprey Portfolio 691024 Square Feet 5.61600 5.59561 96,240,000 96,240,000
25.01 West Lake Corporate Center I & II 171448 Square Feet 5.61600 5.61600 25,600,000 25,600,000
25.02 Tampa Oaks One 164752 Square Feet 5.61600 5.61600 23,760,000 23,760,000
25.03 Xxxxxxxx Xxxxx 000000 Square Feet 5.61600 5.61600 16,400,000 16,400,000
25.04 Lake View at Hidden River 125390 Square Feet 5.61600 5.61600 16,000,000 16,000,000
25.05 Xxxxx Xxxxxx 00000 Square Feet 5.61600 5.61600 8,320,000 8,320,000
25.06 Palm Court at Hidden River 59675 Square Feet 5.61600 5.61600 6,160,000 6,160,000
44 Hampton at Town Center 768 Units 5.48100 5.46061 65,500,000 65,500,000
00 Xxxxxx Xxxx 000000 Xxxxxx Feet 5.71710 5.69671 29,824,000 29,824,000
47 Xxxxxx Xxxx 314329 Square Feet 5.71710 5.69671 12,252,000 12,252,000
48 Lakeview at the Greens 143464 Square Feet 5.71710 5.69671 11,612,000 11,612,000
49 0000 Xxxx Xxxxxxxx 00000 Xxxxxx Feet 5.71710 5.69671 1,405,000 1,405,000
00 Xxx Xxx Xxxxxxx Xxxxx 0 269541 Square Feet 5.32750 5.30711 45,000,000 45,000,000
58 Silverado Ranch 234306 Square Feet 5.49890 5.45851 42,800,000 42,800,000
59 Cityview Centre 374406 Square Feet 5.65600 5.61561 41,500,000 41,500,000
60 Boeing Lomita Campus 572810 Square Feet 5.54600 5.51561 40,000,000 40,000,000
61 AmeriCold Pool 2 5489325 Square Feet 5.39600 5.37561 35,000,000 35,000,000
61.01 Clearfield 455227 Square Feet 5.39600 5.39600 4,384,000 4,384,000
61.02 Murfreesboro 226423 Square Feet 5.39600 5.39600 3,240,000 3,240,000
61.03 Xxxxxxx 299776 Square Feet 5.39600 5.39600 2,941,400 2,941,400
61.04 Xxxxxxxxx 000000 Square Feet 5.39600 5.39600 2,760,000 2,760,000
61.05 Amarillo 163796 Square Feet 5.39600 5.39600 2,494,800 2,494,800
61.06 Thomasville 252419 Square Feet 5.39600 5.39600 2,186,800 2,186,800
61.07 Xxxx Xxxxxxx 000000 Square Feet 5.39600 5.39600 1,909,600 1,909,600
61.08 Xxxxxxxxxxxx 000000 Square Feet 5.39600 5.39600 1,886,500 1,886,500
61.09 Syracuse 573183 Square Feet 5.39600 5.39600 1,617,000 1,617,000
61.10 Xxxxxxx 000000 Square Feet 5.39600 5.39600 1,520,000 1,520,000
61.11 Xxxxxxx 127260 Square Feet 5.39600 5.39600 1,493,800 1,493,800
61.12 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
Loan Interest Net Mortgage Original Cutoff
# Property Name Size Measure Rate (%) Interest Rate Balance Balance
------------------------------------------------------------------------------------------------------------------------------------
61.13 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
61.14 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
61.15 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
61.16 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
61.17 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
61.18 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
61.19 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
61.20 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
62 Northrop Grumman 394385 Square Feet 5.54470 5.52431 35,000,000 35,000,000
66 000 X. Xxxxxxxxxx Xxxx 100841 Square Feet 5.93600 5.91561 30,500,000 30,445,495
75 Los Angeles Media Tech Center 187534 Square Feet 5.67400 5.65361 25,000,000 25,000,000
77 Kimco PNP - Xxxxxxx Xxxxxxx XX 000000 Square Feet 5.44550 5.42511 24,600,000 24,600,000
78 Hotel Teatro 111 Rooms 5.49950 5.47911 24,225,000 24,225,000
000 Xxxx Xxxxx Xxxxxxxxxx 000 Xxxxx 5.79200 5.72161 14,150,000 14,150,000
000 Xxxxx XXX - Xxxxxx Xxxxxx Xxxxx 000000 Square Feet 5.38550 5.36511 13,800,000 13,800,000
000 000 Xxxxxx Xxxxxx 92600 Square Feet 5.65330 5.61291 13,300,000 13,300,000
112 Brownstown Shopping Center 98335 Square Feet 5.46820 5.44781 12,200,000 12,200,000
000 Xxxxxxx - Xxxxx Xxxxx 00000 Square Feet 6.09000 6.06961 11,790,000 11,790,000
000 Xxxxxxx Xxxx & Village Center 261575 Square Feet 5.90400 5.83361 11,100,000 11,100,000
000 Xxxxx Xxxxxxx Xxxxxxxx Xxxx 1 123272 Square Feet 5.58400 5.54361 10,040,000 10,040,000
144 Mequon Research Center 1138678 Square Feet 6.01850 5.95811 7,700,000 7,700,000
146 0000 X. Xxxxxxx Xx. 00000 Xxxxxx Feet 5.68950 5.66911 7,250,000 7,250,000
000 XxXxx Xxxxx 00000 Xxxxxx Feet 5.88000 5.79961 7,100,000 7,084,349
159 Dicks Sporting Goods - Xxxxxxx XX 00000 Square Feet 5.62100 5.60061 6,321,000 6,321,000
164 0000 Xxxxxxxxxx Xxxxx 58514 Square Feet 5.66100 5.64061 6,000,000 6,000,000
165 Xxxxxx'x Landing IIB 96 Units 5.73260 5.71221 6,000,000 6,000,000
000 Xxxx Xxxxx Xxxxx 00000 Xxxxxx Feet 5.86650 5.84611 6,000,000 6,000,000
170 000 XxxxXxxxxx Xxxxx 00000 Xxxxxx Feet 5.69500 5.67461 5,925,000 5,925,000
000 XX Xxxxxxx - Xxxxx Xxxxxxx 00000 Square Feet 6.47250 6.44211 5,700,000 5,700,000
177 Courtyard 104 Units 5.84570 5.82531 5,368,000 5,368,000
180 Waukesha Airport Business Center 82800 Square Feet 5.96850 5.90811 5,050,000 5,050,000
000 Xxxxx Xxxxx Xxxxx Xxxxxxxx Xxxxxx 00000 Square Feet 5.88500 5.77461 4,300,000 4,300,000
000 Xxxxxx Xxxxxx Xxxxxxxx 00000 Xxxxxx Feet 5.65000 5.62961 4,200,000 4,180,356
000 Xxxxxx Xxxxx 00000 Xxxxxx Feet 5.70500 5.68461 3,850,000 3,850,000
000 Xxxxxxxxxxx Xxxxxx Xxxx 00000 Xxxxxx Feet 5.52000 5.49961 3,750,000 3,750,000
208 Tab 250 Ltd 8000 Square Feet 5.52700 5.45661 3,100,000 3,100,000
213 Foxwood 60 Units 5.84570 5.82531 2,856,000 2,856,000
000 Xxxxxxx Xxxxx 00000 Xxxxxx Feet 5.91800 5.89761 2,800,000 2,800,000
000 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx 00000 Xxxxxx Feet 6.06850 6.00811 2,260,000 2,260,000
000 Xxxxxx Xxxxx 84 Units 6.26000 6.23961 2,100,000 2,095,649
000 Xxxxx Xxxxxxx Xxxxxxxx Xxxx 2 28149 Square Feet 5.60730 5.56691 2,000,000 2,000,000
000 Xxxx Xxxxxxx 00000 Xxxxxx Feet 5.52700 5.45661 1,900,000 1,900,000
227 Somerset 36 Units 5.84570 5.82531 1,208,000 1,208,000
000 Xxxxxxxxxx Xxxxxx Xxxx 5054 Square Feet 5.52700 5.45661 1,200,000 1,200,000
229 Xxxxxxx 28 Units 5.84570 5.82531 1,080,000 1,080,000
Monthly
Rem. Maturity/ Amort. Rem. Debt Servicing
Loan # Term Term ARD Dat Term Amort. Service Fee Rate
---------------------------------------------------------------------------------------------------------
2 120 120 03/01/17 0 0 1,044,242 0.02000
4 120 120 03/01/17 0 0 914,105 0.02000
4.01 120 120 03/01/17 0 0 0.00000
4.02 120 120 03/01/17 0 0 0.00000
4.03 120 120 03/01/17 0 0 0.00000
4.04 120 120 03/01/17 0 0 0.00000
4.05 120 120 03/01/17 0 0 0.00000
4.06 120 120 03/01/17 0 0 0.00000
4.07 120 120 03/01/17 0 0 0.00000
4.08 120 120 03/01/17 0 0 0.00000
4.09 120 120 03/01/17 0 0 0.00000
8 72 72 04/01/13 0 0 155,174 0.02000
9 84 84 04/01/14 0 0 105,296 0.02000
10 72 72 04/01/13 0 0 80,358 0.02000
11 72 72 04/01/13 0 0 62,347 0.02000
12 72 72 04/01/13 0 0 57,082 0.02000
13 60 60 04/01/12 0 0 51,955 0.02000
14 60 60 04/01/12 0 0 42,673 0.02000
15 84 84 04/01/14 0 0 30,758 0.02000
16 84 84 04/01/14 0 0 27,987 0.02000
17 60 60 04/01/12 0 0 14,409 0.02000
18 72 72 04/01/13 0 0 10,530 0.02000
19 84 80 11/01/13 0 0 588,218 0.02000
19.01 84 80 11/01/13 0 0 0.00000
19.02 84 80 11/01/13 0 0 0.00000
19.03 84 80 11/01/13 0 0 0.00000
19.04 84 80 11/01/13 0 0 0.00000
19.05 84 80 11/01/13 0 0 0.00000
19.06 84 80 11/01/13 0 0 0.00000
19.07 84 80 11/01/13 0 0 0.00000
19.08 84 80 11/01/13 0 0 0.00000
19.09 84 80 11/01/13 0 0 0.00000
19.10 84 80 11/01/13 0 0 0.00000
19.11 84 80 11/01/13 0 0 0.00000
19.12 84 80 11/01/13 0 0 0.00000
19.13 84 80 11/01/13 0 0 0.00000
20 60 58 01/01/12 0 0 621,507 0.02000
25 120 120 03/01/17 0 0 456,659 0.02000
25.01 120 120 03/01/17 0 0 0.00000
25.02 120 120 03/01/17 0 0 0.00000
25.03 120 120 03/01/17 0 0 0.00000
25.04 120 120 03/01/17 0 0 0.00000
25.05 120 120 03/01/17 0 0 0.00000
25.06 120 120 03/01/17 0 0 0.00000
44 120 119 02/01/17 0 0 303,326 0.02000
46 84 84 03/01/14 0 0 144,062 0.02000
47 72 72 03/01/13 0 0 59,182 0.02000
48 72 72 03/01/13 0 0 56,091 0.02000
49 60 60 03/01/12 0 0 6,787 0.02000
55 60 59 02/01/12 0 0 202,556 0.02000
58 120 120 03/01/17 0 0 198,851 0.04000
59 120 118 01/01/17 0 0 198,320 0.04000
60 60 57 12/01/11 0 0 187,434 0.03000
61 109 107 02/01/16 0 0 159,569 0.02000
61.01 109 107 02/01/16 0 0 0.00000
61.02 109 107 02/01/16 0 0 0.00000
61.03 109 107 02/01/16 0 0 0.00000
61.04 109 107 02/01/16 0 0 0.00000
61.05 109 107 02/01/16 0 0 0.00000
61.06 109 107 02/01/16 0 0 0.00000
61.07 109 107 02/01/16 0 0 0.00000
61.08 109 107 02/01/16 0 0 0.00000
61.09 109 107 02/01/16 0 0 0.00000
61.10 109 107 02/01/16 0 0 0.00000
61.11 109 107 02/01/16 0 0 0.00000
61.12 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
Monthly
Loan Maturity Debt Servicing
# Term Rem. Term ARD Date Amor. Term Rem. Amort Service Fee Rate
------------------------------------------------------------------------------------------------------------------------
61.13 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
61.14 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
61.15 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
61.16 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
61.17 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
61.18 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
61.19 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
61.20 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
62 120 120 03/01/17 360 360 199,709 0.02000
66 84 83 02/01/14 300 299 195,320 0.02000
75 60 58 01/01/12 0 0 119,850 0.02000
77 120 116 11/01/16 0 0 113,183 0.02000
78 60 58 01/01/12 0 0 112,563 0.02000
100 120 119 02/01/17 0 0 69,246 0.07000
102 120 116 11/01/16 0 0 62,793 0.02000
106 60 59 02/01/12 0 0 63,528 0.04000
112 120 120 03/01/17 360 360 69,027 0.02000
117 84 83 02/01/14 360 360 71,371 0.02000
123 84 81 12/01/13 360 360 65,867 0.07000
129 60 60 03/01/12 0 0 47,368 0.04000
144 180 180 04/01/22 360 360 46,257 0.06000
146 120 120 04/01/17 360 360 42,031 0.02000
149 120 118 01/01/17 360 358 42,022 0.08000
159 120 119 02/01/17 0 0 30,020 0.02000
164 60 60 03/01/12 0 0 28,698 0.02000
165 120 120 03/01/17 360 360 34,948 0.02000
166 180 180 03/01/22 180 180 50,200 0.02000
170 60 58 01/01/12 360 360 34,370 0.02000
172 120 120 03/01/17 360 360 35,925 0.03000
177 120 119 02/01/17 360 360 31,653 0.02000
180 180 180 04/01/22 360 360 30,175 0.06000
186 120 118 01/01/17 360 360 25,464 0.11000
192 120 118 01/01/17 240 238 29,248 0.02000
197 120 119 02/01/17 360 360 22,358 0.02000
199 120 119 02/01/17 360 360 21,339 0.02000
208 120 119 02/01/17 360 360 17,654 0.07000
213 120 119 02/01/17 360 360 16,841 0.02000
214 120 120 03/01/17 360 360 16,640 0.02000
218 180 180 04/01/22 360 360 13,650 0.06000
223 120 118 01/01/17 360 358 12,944 0.02000
224 60 60 03/01/12 0 0 9,475 0.04000
225 120 119 02/01/17 360 360 10,820 0.07000
227 120 119 02/01/17 360 360 7,123 0.02000
228 120 119 02/01/17 360 360 6,834 0.07000
229 120 119 02/01/17 360 360 6,368 0.02000
Accrual ARD ARD Step Title T Crossed Originator/
Loan # Type (Y/N) Up (%) Type Loan Loan Seller Guarantor
----------------------------------------------------------------------------------------------------------------------
2 Actual/360 No Fee JPMCB Boston Properties Limited Partnership
4 Actual/360 No Fee JPMCB Lafayette Real Estate, LLC
4.01 No Fee JPMCB
4.02 No Fee JPMCB
4.03 No Fee JPMCB
4.04 No Fee JPMCB
4.05 No Fee JPMCB
4.06 No Fee JPMCB
4.07 No Fee JPMCB
4.08 No Fee JPMCB
4.09 No Fee JPMCB
8 Actual/360 No Fee A JPMCB Colony Realty Partners II, L.P.
9 Actual/360 No Fee A JPMCB Colony Realty Partners II, L.P.
10 Actual/360 No Fee A JPMCB Colony Realty Partners II, L.P.
11 Actual/360 No Fee A JPMCB Colony Realty Partners II, L.P.
12 Actual/360 No Fee A JPMCB Colony Realty Partners II, L.P.
13 Actual/360 No Fee A JPMCB Colony Realty Partners II, L.P.
14 Actual/360 No Fee A JPMCB Colony Realty Partners II, L.P.
15 Actual/360 No Fee A JPMCB Colony Realty Partners II, L.P.
16 Actual/360 No Fee A JPMCB Colony Realty Partners II, L.P.
17 Actual/360 No Fee A JPMCB Colony Realty Partners II, L.P.
18 Actual/360 No Fee A JPMCB Colony Realty Partners II, L.P.
19 Actual/360 No Fee JPMCB Centro Saturn LLC
19.01 No Fee JPMCB
19.02 No Fee JPMCB
19.03 No Fee JPMCB
19.04 No Fee JPMCB
19.05 No Fee JPMCB
19.06 No Fee JPMCB
19.07 No Fee JPMCB
19.08 No Fee JPMCB
19.09 No Fee JPMCB
19.10 No Fee JPMCB
19.11 No Fee JPMCB
19.12 No Fee JPMCB
19.13 No Fee JPMCB
20 Actual/360 No Fee JPMCB Investcorp Properties Limited
25 Actual/360 No Fee JPMCB Osprey East, A Xxxxxx/Osprey Joint Venture, L.L.C.
25.01 No Fee JPMCB
25.02 No Fee JPMCB
25.03 No Fee JPMCB
25.04 No Fee JPMCB
25.05 No Fee JPMCB
25.06 No Fee JPMCB
44 Actual/360 No Fee JPMCB Fairfield Colony L.P.
46 Actual/360 No Fee A JPMCB Colony Realty Partners, L.P.
47 Actual/360 No Fee A JPMCB Colony Realty Partners, L.P.
48 Actual/360 No Fee A JPMCB Colony Realty Partners, L.P.
49 Actual/360 No Fee A JPMCB Colony Realty Partners, L.P.
55 Actual/360 No Fee JPMCB Macerich SanTan Phase 2 SPE LLC
58 Actual/360 No Fee JPMCB Xxxxxxxx & Associates, Inc.
59 Actual/360 No Fee JPMCB Xxxxxxx X. Xxxxx
60 Actual/360 No Fee JPMCB RREEF AMERICA REIT III CORP. GG2
61 Actual/360 No Fee JPMCB Americold Realty Trust
61.01 No Fee JPMCB
61.02 No Fee JPMCB
61.03 No Fee JPMCB
61.04 No Fee JPMCB
61.05 No Fee JPMCB
61.06 No Fee JPMCB
61.07 No Fee JPMCB
61.08 No Fee JPMCB
61.09 No Fee JPMCB
61.10 No Fee JPMCB
61.11 No Fee JPMCB
61.12 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
9
JPMCC 2007-LDP10
Mortgage Loan Schedule (JPMCB)
Accrual ARD ARD Step Title Crossed Originator/
Loan # Type (Y/N) Up (%) Type Loan Loan Seller Guarantor
------------------------------------------------------------------------------------------------------------------------------------
61.13 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
61.14 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
61.15 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
61.16 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
61.17 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
61.18 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
61.19 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
61.20 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
62 Actual/360 No Fee JPMCB Continental Development Corporation
66 Actual/360 No Fee JPMCB San Xxxx Office Investments, L.P.
75 Actual/360 No Fee JPMCB Xxxxxxxx X. Xxxxxxx
77 Actual/360 No Fee JPMCB Kimco Realty Corporation
78 Actual/360 No Fee JPMCB F. Xxxxxxx XxXxxxxx
100 Actual/360 No Fee JPMCB Xxxxxx X. Xxxx, Xxxxxxx X. Xxxx
102 Actual/360 No Fee JPMCB Kimco Realty Corporation
106 Actual/360 No Fee JPMCB Xxxxxxxx & Associates, Inc.
112 Actual/360 No Fee JPMCB Xxxxxx Xxxxx
117 Actual/360 No Fee JPMCB Xxxxxx X. Xxxxx, Xxxx XxXxxxxx, Xxxxx Xxxxx, Xxxxxx Xxxxxx
123 Actual/360 No Fee JPMCB Regency Commercial Associates, LLC; Xxxxx X. XxXxxxxx
129 Actual/360 No Fee D JPMCB Xxxxxxxx & Associates, Inc.
144 Actual/360 No Fee F JPMCB Xxxxxx St. Xxxx, LLC
146 Actual/360 No Fee JPMCB Charley and Xxxxx Xxxxxxx Trust
149 Actual/360 No Fee JPMCB MOR XXXXX Acquisition LLC
159 Actual/360 No Fee JPMCB Xxxx Operating Partnership II, LP
164 Actual/360 No Fee JPMCB Xxxxxx Xxxxx, Xxxx Xxxxx
165 Actual/360 No Fee JPMCB Xxxxxx Xxxxx, Xxxx X. Land, Xxxxx Xxxxx
166 Actual/360 No Fee JPMCB Xxxx Xxxxxxxxxx
170 Actual/360 No Fee JPMCB ParkBrooke Office, L.P.
172 Actual/360 No Fee JPMCB Xxxx X. Xxxxxxxxx
177 Actual/360 No Fee G JPMCB Xxxx X. Xxxxxxxxxx, Xxxx X. Xxxxxxxxxx
180 Actual/360 No Fee F JPMCB Xxxxxx St. Xxxx, LLC
186 Actual/360 No Fee JPMCB Xxxxxxx X. Xxxxx, Xxxxx Xxxxxxx Xxxx
192 Actual/360 No Fee JPMCB Xxxxxxx X. Xxxxxxx
197 Actual/360 No Fee JPMCB Xxxxxx X. X'Xxxx, Xx, Xxxxxxxxx Xxxxxxxxxx
199 Actual/360 No Fee JPMCB Xxxxx X. Xxxxxxx, Xxxx X. Xxxxxxx
208 Actual/360 No Fee JPMCB Xxxxxx Xxxxxx
213 Actual/360 No Fee G JPMCB Xxxx X. Xxxxxxxxxx, Xxxx X. Xxxxxxxxxx
214 Actual/360 No Fee JPMCB Xxxxx X. Xxxxxxx, Xxxx Xxxxxxx
218 Actual/360 No Fee F JPMCB Xxxxxx St. Xxxx, LLC
223 Actual/360 No Fee JPMCB Xxxxxx X. Xxxxx, Xxx Xxxxx and J. Xxxx XxXxxxxx
224 Actual/360 No Fee D JPMCB Xxxxxxxx & Associates, Inc.
225 Actual/360 No Fee JPMCB Xxxxxx Xxxxxx
227 Actual/360 No Fee G JPMCB Xxxx X. Xxxxxxxxxx
228 Actual/360 No Fee JPMCB Xxxxxx Xxxxxx
229 Actual/360 No Fee G JPMCB Xxxx X. Xxxxxxxxxx; Xxxx X. Xxxxxxxxxx
Upfront Upfront Upfront
Letter of CapEx Eng. Envir. Upfront TI/LC Upfront RE Upfront Ins. Upfront Other
Loan # Credit Reserve Reserve Reserve Reserve Tax Reserve Reserve Reserve
--------------------------------------------------------------------------------------------------------------------
2 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
4 No 0.00 0.00 0.00 1,904,109.25 0.00 0.00 0.00
4.01
4.02
4.03
4.04
4.05
4.06
4.07
4.08
4.09
8 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
9 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
10 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
11 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
12 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
13 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
14 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
15 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
16 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
17 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
18 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
19 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
19.01
19.02
19.03
19.04
19.05
19.06
19.07
19.08
19.09
19.10
19.11
19.12
19.13
20 No 0.00 0.00 0.00 0.00 172,836.57 48,422.92 12,191,427.00
25 320,000.0 0.00 0.00 0.00 0.00 150,555.49 0.00 0.00
25.01
25.02
25.03
25.04
25.05
25.06
44 No 0.00 0.00 0.00 0.00 404,981.55 218,189.86 2,265,600.00
46 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
47 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
48 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
49 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
55 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
58 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
59 No 0.00 1,335,762.00 0.00 0.00 76,741.03 42,953.00 4,445,663.00
60 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
61 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
61.01
61.02
61.03
61.04
61.05
61.06
61.07
61.08
61.09
61.10
61.11
61.12 #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A
Upfront Upfront Upfront
Letter of CapEx Eng. Envir. Upfront TI/LC Upfront RE Upfront Ins. Upfront Other
Loan # Credit Reserve Reserve Reserve Reserve Tax Reserve Reserve Reserve
----------------------------------------------------------------------------------------------------------------------
61.14 #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A
61.15 #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A
61.16 #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A
61.17 #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A
61.18 #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A
61.19 #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A
61.20 #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A
62 #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A
66 No 0.00 16,875.00 0.00 0.00 62,677.62 6,656.20 0.00
75 No 0.00 0.00 0.00 0.00 70,687.49 44,244.00 0.00
77 No 0.00 0.00 0.00 0.00 85,672.79 66,201.41 1,659,686.00
78 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
100 No 0.00 0.00 950.00 0.00 0.00 0.00 0.00
102 No 0.00 0.00 0.00 0.00 55,075.87 10,544.30 0.00
106 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
112 No 0.00 0.00 0.00 0.00 48,916.45 0.00 0.00
117 No 0.00 0.00 0.00 0.00 32,275.80 6,975.67 0.00
123 No 0.00 0.00 0.00 322,371.00 45,416.66 10,696.00 0.00
129 500,000.0 0.00 0.00 0.00 0.00 26,520.97 26,171.25 0.00
144 No 0.00 0.00 0.00 0.00 48,171.79 0.00 0.00
146 No 0.00 0.00 0.00 375,000.00 60,455.92 0.00 0.00
149 No 0.00 0.00 0.00 50,000.00 0.00 0.00 1,693,948.00
159 No 0.00 0.00 0.00 0.00 16,806.00 1,448.42 100,000.00
164 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
165 No 0.00 20,625.00 0.00 0.00 35,380.27 9,290.00 650,000.00
166 No 0.00 0.00 0.00 0.00 33,600.00 3,389.50 0.00
170 No 0.00 0.00 0.00 0.00 25,894.81 13,292.58 0.00
172 No 583.00 0.00 0.00 85,999.59 9,932.05 1,585.00 47,000.00
177 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
180 No 0.00 0.00 0.00 0.00 36,037.44 10,197.00 0.00
186 No 0.00 0.00 0.00 0.00 42,410.56 0.00 0.00
192 100,000.0 0.00 0.00 0.00 0.00 5,493.44 5,616.50 0.00
197 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
199 No 0.00 0.00 0.00 0.00 13,679.17 1,824.33 0.00
208 No 0.00 0.00 0.00 0.00 12,716.34 4,161.75 0.00
213 No 0.00 6,600.00 0.00 0.00 10,163.49 0.00 0.00
214 No 0.00 0.00 0.00 0.00 45,567.71 5,021.00 0.00
218 No 0.00 0.00 0.00 0.00 21,565.19 2,381.67 0.00
223 No 0.00 0.00 0.00 0.00 27,923.13 0.00 0.00
224 No 0.00 0.00 0.00 0.00 18,016.34 4,261.25 0.00
225 No 0.00 0.00 0.00 0.00 12,622.19 0.00 0.00
227 No 0.00 0.00 0.00 0.00 9,212.08 0.00 0.00
228 No 0.00 0.00 0.00 0.00 5,617.94 2,069.50 0.00
229
Monthly Monthly Monthly Monthly Monthly Monthly
Loan # Capex Envir. TI/LC RE Tax Ins. Other Grace
Reserve Reserve Reserve Reserve Reserve Reserve Period
----------------------------------------------------------------------------------------------------------------------------------
2 0.00 0.00 0.00 0.00 0.00 0.00 0
4 0.00 0.00 0.00 0.00 0.00 0.00 5
4.01 5
4.02 5
4.03 5
4.04 5
4.05 5
4.06 5
4.07 5
4.08 5
4.09 5
8 0.00 0.00 0.00 0.00 0.00 0.00 0
9 0.00 0.00 0.00 0.00 0.00 0.00 0
10 0.00 0.00 0.00 0.00 0.00 0.00 0
11 0.00 0.00 0.00 0.00 0.00 0.00 0
12 0.00 0.00 0.00 0.00 0.00 0.00 0
13 0.00 0.00 0.00 0.00 0.00 0.00 0
225 0.00 0.00 0.00 0.00 0.00 0.00 0
227
14 0.00 0.00 0.00 0.00 0.00 0.00 0
15 0.00 0.00 0.00 0.00 0.00 0.00 0
16 0.00 0.00 0.00 0.00 0.00 0.00 0
17 0.00 0.00 0.00 0.00 0.00 0.00 0
18 0.00 0.00 0.00 0.00 0.00 0.00 0
19 0.00 0.00 0.00 0.00 0.00 0.00 7
19.01 7
19.02 7
19.03 7
19.04 7
19.05 7
19.06 7
19.07 7
19.08 7
19.09 7
19.10 7
19.11 7
19.12 7
19.13 7
20 8280.84 0.00 0.00 86418.29 16140.97 0.00 0
25 8048.43 0.00 0.00 150555.49 0.00 0.00 0
25.01 0
25.02 0
25.03 0
25.04 0
25.05 0
25.06 0
44 0.00 0.00 0.00 57854.51 17455.19 0.00 5
46 0.00 0.00 0.00 0.00 0.00 0.00 0
47 0.00 0.00 0.00 0.00 0.00 0.00 0
48 0.00 0.00 0.00 0.00 0.00 0.00 0
49 0.00 0.00 0.00 0.00 0.00 0.00 0
55 0.00 0.00 0.00 0.00 0.00 0.00 5
58 0.00 0.00 7800.00 0.00 0.00 0.00 7
59 3125.50 0.00 0.00 76741.03 7158.00 0.00 5
60 0.00 0.00 0.00 0.00 0.00 0.00 5
61 0.00 0.00 0.00 0.00 0.00 0.00 5
61.01 5
61.02 5
61.03 5
61.04 5
61.05 5
61.06 5
61.07 5
61.08 5
61.09 5
61.10 5
61.11 5
61.12 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
Monthly onthly Monthly Monthly Monthly Monthly
Loan # Capex Envir. TI/LC RE Tax Ins. Other Grace
Reserve eserve Reserve Reserve Reserve Reserve Period
-----------------------------------------------------------------------------------------------------------------------------------
61.13 #N/A N/A #N/A #N/A #N/A #N/A #N/A
61.14 #N/A N/A #N/A #N/A #N/A #N/A #N/A
61.15 #N/A N/A #N/A #N/A #N/A #N/A #N/A
61.16 #N/A N/A #N/A #N/A #N/A #N/A #N/A
61.17 #N/A N/A #N/A #N/A #N/A #N/A #N/A
61.18 #N/A N/A #N/A #N/A #N/A #N/A #N/A
61.19 #N/A N/A #N/A #N/A #N/A #N/A #N/A
61.20 #N/A N/A #N/A #N/A #N/A #N/A #N/A
62 2115.04 0.00 0.00 10446.27 1109.36 0.00 5
66 0.00 0.00 0.00 14137.49 4916.00 0.00 7
75 2342.33 0.00 11000.00 21418.19 5092.41 0.00 7
77 0.00 0.00 0.00 0.00 0.00 0.00 0
78 0.00 0.00 0.00 0.00 0.00 0.00 7
100 3467.00 0.00 0.00 27537.94 2108.86 42500.00 7
102 0.00 0.00 0.00 0.00 0.00 Lease Termination Payments in excess of $50,000 0
106 0.00 0.00 6150.00 9783.29 0.00 0.00 7
112 1083.08 0.00 0.00 16137.90 1743.92 0.00 7
117 948.83 0.00 9166.67 9083.33 1528.00 0.00 7
144 0.00 0.00 13393.00 12091.18 0.00 0.00 7
129 0.00 0.00 0.00 8028.63 0.00 0.00 7
144 0.00 0.00 13393.00 12091.18 0.00 0.00 7
146 166.00 0.00 1665.00 0.00 0.00 0.00 7
149 138.00 0.00 2916.67 4201.50 206.92 0.00 7
159 0.00 0.00 0.00 0.00 0.00 0.00 8
164 0.00 0.00 0.00 5896.71 929.00 0.00 7
165 439.03 0.00 0.00 11200.00 1129.83 0.00 7
166 475.50 0.00 2218.83 8631.60 1208.42 0.00 7
170 583.00 0.00 0.00 4966.03 528.33 0.00 7
172 0.00 0.00 0.00 0.00 0.00 0.00 7
177 1264.38 0.00 0.00 6006.24 1699.50 0.00 7
180 0.00 0.00 8335.00 8482.11 0.00 0.00 7
186 1311.92 0.00 2000.00 2746.72 936.08 0.00 7
192 0.00 0.00 0.00 0.00 0.00 0.00 7
197 616.00 0.00 2000.00 2735.83 912.17 0.00 7
199 0.00 0.00 1666.67 1412.93 462.42 0.00 7
208 0.00 0.00 4167.00 2540.86 0.00 0.00 7
213 1039.00 0.00 0.00 7594.62 836.83 0.00 7
214 340.00 0.00 2083.00 3594.20 595.42 0.00 7
218 0.00 0.00 0.00 5584.63 0.00 0.00 7
223 1451.91 0.00 0.00 4504.09 608.75 0.00 7
224 0.00 0.00 0.00 2103.69 0.00 0.00 7
225 220.00 0.00 1400.00 2303.02 0.00 0.00 7
227 725.33 0.00 0.00 936.32 344.75 0.00 7
228 0.00 0.00 1042.00 1550.62 0.00 0.00 7
229 442.92 0.00 0.00 1819.45 328.42 0.00 7
Remaining
Interest Final Amortization
Lockbox Property Defeasance Accrual Loan Maturity Term for Balloon
Loan # In-place Type Permitted Period Group Date Loans
-----------------------------------------------------------------------------------------------------------------------
2 Yes Office Yes Actual/360 1
4 No Office No Actual/360 1
4.01 Office 1
4.02 Office 1
4.03 Office 1
4.04 Office 1
4.05 Office 1
4.06 Office 1
4.07 Office 1
4.08 Office 1
4.09 Office 1
8 Yes Office Yes Actual/360 3
9 Yes Office Yes Actual/360 3
10 Yes Industrial Yes Actual/360 3
11 Yes Multifamily Yes Actual/360 3
12 Yes Industrial Yes Actual/360 3
13 Yes Industrial Yes Actual/360 3
225 Yes Industrial Yes Actual/360 3
227 Yes Industrial Yes Actual/360 3
14 Yes Retail Yes Actual/360 3
15 Yes Industrial Yes Actual/360 3
16 Yes Industrial Yes Actual/360 3
17 Yes Industrial Yes Actual/360 3
18 Yes Retail Yes Actual/360 3
19 Retail 3
19.01 Retail 3
19.02 Retail 3
19.03 Retail 3
19.04 Retail 3
19.05 Retail 3
19.06 Retail 3
19.07 Retail 3
19.08 Retail 3
19.09 Retail 3
19.10 Retail 3
19.11 Retail 3
19.12 Retail 3
19.13 Yes Retail No Actual/360 3
20 Yes Office Yes Actual/360 1
25 Office 1
25.01 Office 1
25.02 Office 1
25.03 Office 1
25.04 Office 1
25.05 Office 1
25.06 No Multifamily Yes Actual/360 2
44 Yes Industrial Yes Actual/360 3
46 Yes Industrial Yes Actual/360 3
47 Yes Office Yes Actual/360 3
48 Yes Industrial Yes Actual/360 3
49 No Retail Yes Actual/360 3
55 No Retail Yes Actual/360 1
58 No Retail Yes Actual/360 1
59 No Industrial No Actual/360 3
60 Yes Industrial Yes Actual/360 1
61 Industrial 1
61.01 Industrial 1
61.02 Industrial 1
61.03 Industrial 1
61.04 Industrial 1
61.05 Industrial 1
61.06 Industrial 1
61.07 Industrial 1
61.08 Industrial 1
61.09 Industrial 1
61.10 Industrial 1
61.11 Industrial 1
61.12 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
Remaining
Interest Final Amortization
Lockbox Property Defeasance Accrual Loan Maturity Term for Balloon
Loan # In-place Type Permitted Period Group Date Loans
---------------------------------------------------------------------------------------------------------------
61.13 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
61.14 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
61.15 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
61.16 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
61.17 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
61.18 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
61.19 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
61.20 #N/A #N/A #N/A #N/A #N/A #N/A #N/A
62 No Mixed Use Yes Actual/360 1 360
66 No Office Yes Actual/360 3 300
75 No Office Yes Actual/360 3
77 No Retail Yes Actual/360 1
78 Yes Hotel Yes Actual/360 3
100 No Multifamily Yes Actual/360 2
102 No Retail Yes Actual/360 1
106 No Office Yes Actual/360 3
112 No Retail Yes Actual/360 1 360
117 No Office No Actual/360 3 360
144 No Retail No Actual/360 3 360
129 No Office Yes Actual/360 3
144 No Industrial Yes Actual/360 1 360
146 No Mixed Use Yes Actual/360 1 360
149 No Retail Yes Actual/360 1 360
159 Yes Retail Yes Actual/360 1
164 No Office Yes Actual/360 3
165 No Multifamily Yes Actual/360 2 360
166 No Retail Yes Actual/360 1 180
170 No Office Yes Actual/360 3 360
172 Yes Retail No Actual/360 1 360
177 No Multifamily No Actual/360 2 360
180 No Industrial Yes Actual/360 1 360
186 No Retail Yes Actual/360 1 360
192 Yes Office Yes Actual/360 1 240
197 No Retail Yes Actual/360 1 360
199 No Office No Actual/360 1 360
208 No Retail Yes Actual/360 1 360
213 No Multifamily No Actual/360 2 360
214 No Retail Yes Actual/360 1 360
218 No Industrial No Actual/360 1 360
223 No Multifamily Yes Actual/360 2 360
224 No Industrial Yes Actual/360 3
225 Yes Office Yes Actual/360 1 360
227 No Multifamily No Actual/360 2 360
228 No Retail Yes Actual/360 1 360
229 No Multifamily No Actual/360 2 360
EXHIBIT B
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
(1) No Mortgage Loan is 30 days or more delinquent in payment of
principal and interest (without giving effect to any applicable grace period in
the related Mortgage Note) and no Mortgage Loan has been 30 days or more
(without giving effect to any applicable grace period in the related Mortgage
Note) 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
Agreement, dated as of the Closing Date between the applicable 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 Agreement, dated as of the Closing Date between the
applicable 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) as of the origination date, the Seller
(based on customary due diligence) had no knowledge, and since the origination
date, the Seller has no actual knowledge, that the related Mortgagor is 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.
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
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, and, to the
Seller's actual knowledge as of the Closing Date, 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) and except for Permitted Encumbrances. No (a) Mortgaged Property
secures any mortgage loan not represented on the Mortgage Loan Schedule other
than a Companion Loan, (b) Mortgage Loan is cross-collateralized or
cross-defaulted with any other mortgage loan, other than a Mortgage Loan listed
on the Mortgage Loan Schedule or a Companion Loan, or (c) Mortgage Loan is
secured by property that is not a Mortgaged Property. 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 recordation
of the Mortgage or the Assignment of Leases and Rents or 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 or otherwise approved 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.
(9) The related Assignment of Mortgage and the related assignment of
the Assignment of Leases and Rents 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 and Rents 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 and Rents, 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 intentional material misrepresentation, (ii) misapplication or
misappropriation of rents, insurance proceeds or condemnation awards, (iii)
either (x) any act of actual waste by or (y) damage or destruction to the
Mortgaged Property caused by the acts or omissions of the borrower, its agents,
employees or contractors, 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 or one form of
action 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.
(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 may be 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 and 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) Except by a written instrument that has been delivered to the
Purchaser as a part of the related Mortgage File with respect to any immaterial
releases of the Mortgaged Property, 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 to
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 proceeding or power of
sale proceeding has been initiated under the terms of the related Mortgage Loan
documents. 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 (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 materially 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 and regulations, and the Seller has complied with all material
requirements pertaining to the origination 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, the related Mortgaged Property was, 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 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, enjoyment, 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 actual
knowledge, such Mortgaged Property has not been damaged by fire, wind or other
casualty or physical condition that would materially and adversely affect its
value as security for the related Mortgage Loan (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.
(20) 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) satisfy the following conditions:
(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 or such other agreement received by the
originator of the Mortgage Loan from the ground lessor 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 or such other agreement received by the
originator of the Mortgage Loan from the ground lessor 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 or other agreement 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 in existence as of the Closing Date, 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 or other agreement 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 commercial mortgage
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 maturity date (or, in the case of an ARD Loan, the final maturity date)
of the related Mortgage Loan. 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 (1) any notice of non payment of premiums that
has not been cured in a timely manner by the related Mortgagor or (2) any notice
of cancellation or termination of such Insurance Policies. 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 providing (a) coverage in the amount of the lesser of full
replacement cost of such Mortgaged Property and the outstanding principal
balance of the related Mortgage Loan (subject to customary deductibles) for
losses sustained by fire and against loss or damage by other risks and hazards
covered by a standard extended coverage insurance policy providing "special"
form coverage in an amount sufficient to prevent the Mortgagor from being deemed
a co-insurer and to provide coverage on a full replacement cost basis of such
Mortgaged Property (in some cases exclusive of excavations, underground
utilities, foundations and footings) with an agreed amount 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 (i) 12 months of operations or (ii) 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 less
than 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. 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-:V" from A.M.
Best Company or "A-" (or the equivalent) from Standard & Poor's Ratings
Services, 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 return period of not less
than 100 years, 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-:V" by A.M.
Best Company or "A-" (or the equivalent) from Standard & Poor's Ratings
Services, 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 practices used by the Seller or, to its knowledge,
any prior holder of the related Mortgage Note with respect to such Mortgage Loan
have been in all material respects legal and have met customary industry
standards and since origination, the Mortgage Loan has been serviced in all
material respects in a legal manner in conformance with 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 (except
to the extent they have been disbursed for their intended purposes), 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, in the aggregate, more
than 5% of the aggregate outstanding principal amount of all the mortgage loans
included in the Trust Fund have 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 related 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 (i) at the date the Mortgage Loan was
originated at least equal to 80% of the original principal balance of the
Mortgage Loan or (ii) 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 (A) the amount of any lien on the real property interest that is
senior to the Mortgage Loan and (B) 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 sub-clauses (a)(i) and (a)(ii) of this clause (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 (x) was modified as a result of the default or reasonably
foreseeable default of such Mortgage Loan or (y) satisfies the provisions of
either sub-clause (a)(i) above (substituting the date of the last such
modification for the date the Mortgage Loan was originated) or sub-clause
(a)(ii), 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) Each of the Mortgage Loans contains 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 transfers subject to the Mortgage Loan holder's approval of
transferee, transfers of worn out or obsolete furnishings, fixtures, or
equipment promptly replaced with property of equivalent value and functionality,
transfers of leases entered into in accordance with the Mortgage Loan documents,
transfers to affiliates, transfers to family members for estate planning
purposes, transfers among existing members, partners or shareholders in
Mortgagors 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 or Mortgage Note requires the Mortgagor to pay all
reasonable out-of-pocket fees and expenses associated with securing the consent
or approval of the holder of the Mortgage for a waiver of a "due on sale" or
"due on encumbrance" clause or a defeasance provision. 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 (i) the replacement
collateral consist of U.S. "government securities," within the meaning of
Treasury Regulations Section 1.860 G-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); (ii) the loan may be assumed by a Single
Purpose Entity approved by the holder of the Mortgage Loan; (iii) counsel
provide an opinion that the trustee has a perfected security interest in such
collateral prior to any other claim or interest; and (iv) such other documents
and certifications as the mortgagee may reasonably require which may include,
without limitation, (A) 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 (B) 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 (except as contemplated in clause (35) hereof). In
addition, if the related Mortgage Loan permits defeasance, then the Mortgage
Loan documents provide that the related Mortgagor shall (x) pay all reasonable
fees associated with the defeasance of the Mortgage Loan and all other
reasonable expenses associated with the defeasance, or (y) 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, (a) a REMIC opinion and (b) 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 not less
than 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 material non-conformity with applicable zoning laws
constitutes a legal non-conforming use or structure 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 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) If the related Mortgage or other Mortgage Loan documents provide
for a grace period for delinquent Monthly Payments, such grace period is no
longer than ten (10) days from the applicable payment date or, with respect to
acceleration or the commencement of the accrual of default interest under any
Mortgage Loan, five (5) days after notice to the Mortgagor of default.
(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) 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 or, 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 a "standard extended coverage" 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.
(44) Each Mortgaged Property is, and is required pursuant to the
related Mortgage to be, insured by (a) a fire and extended perils insurance
policy providing coverage against loss or damage sustained by reason of fire,
lightning, windstorm, hail, explosion, riot, riot attending a strike, civil
commotion, aircraft, vehicles and smoke, and, (b) to the extent required as of
the date of origination by the originator of such Mortgage Loan consistent with
its capital markets conduit lending practices, against other risks insured
against by persons operating like properties in the locality of the Mortgaged
Property, in each case in an amount not less than the lesser of the principal
balance of the related Mortgage Loan and the replacement cost of the
improvements located at the Mortgaged Property, and not less than the amount
necessary to avoid the operation of any co-insurance provisions with respect to
the Mortgaged Property, and the policy contains no provisions for a deduction
for depreciation.
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 a Phase I
environmental report meeting the requirements of the American Society for
Testing and Materials, and, if in accordance with customary industry standards a
reasonable lender would require it, a Phase II environmental report, each
prepared by a 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 applicable Master
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 other Mortgage Loans or Companion Loans that are
cross-collateralized with the related Mortgage Loan.
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
is 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 an 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.
EXHIBIT C
JPMCC 2007 - LDP10
Exceptions to Representations
Representation #(4)
--------------------------------------------------------------------------------
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
61 AmeriCold Pool 2 The Mortgaged Property secures the
Mortgage Loan (consisting of a Fixed
Rate A-2-B Note), a Fixed Rate A-1-A
Note, a Fixed Rate A-1-B Note, a Fixed
Rate A-2-A Note and a Fixed Rate A-2-C
Note (each of which is pari passu with
the Mortgage Loan and is not included in
the trust fund).
000 Xxxxxx Xxxxx The Mortgaged Property secures the
Mortgage Loan and a second mortgage held
by the City of Norfolk, Nebraska subject
to a subordination and standstill
agreement in favor of the mortgagee.
2 000 Xxxxxxxxx Xxx The Mortgaged Property secures the
Mortgage Loan (consisting of a Fixed
Rate A-1 Note), a Fixed Rate A-2 Note, a
Fixed Rate A-3 Note, and a Fixed Rate
A-4 Note (each of which is pari passu
with the Mortgage Loan and is not
included in the trust fund).
--------------------------------------------------------------------------------
Representation #(6)
--------------------------------------------------------------------------------
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
61 AmeriCold Pool 2 The Mortgaged Property secures the
Mortgage Loan (consisting of a Fixed
Rate A-2-B Note), a Fixed Rate A-1-A
Note, a Fixed Rate A-1-B Note, a Fixed
Rate A-2-A Note and a Fixed Rate A-2-C
Note (each of which is pari passu with
the Mortgage Loan and is not included in
the trust fund).
--------------------------------------------------------------------------------
000 XxXxx Xxxxx 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.
000 Xxxxxx Xxxxx The Mortgaged Property secures the
Mortgage Loan and a second mortgage held
by the City of Norfolk, Nebraska subject
to a subordination and standstill
agreement in favor of the mortgagee.
44 Hampton at Town Center 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.
2 000 Xxxxxxxxx Xxx The Mortgaged Property secures the
Mortgage Loan (consisting of a Fixed
Rate A-1 Note), a Fixed Rate A-2 Note, a
Fixed Rate A-3 Note, and a Fixed Rate
A-4 Note (each of which is pari passu
with the Mortgage Loan and is not
included in the trust fund).
--------------------------------------------------------------------------------
Representation #(7)
-------------------
--------------------------------------------------------------------------------
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
000 XxXxx 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.
44 Hampton at Town Center 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.
--------------------------------------------------------------------------------
Representation #(10(a))
--------------------------------------------------------------------------------
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
66 000 X. Xxxxxxxxxx Xxxx There is no individual or entity other
than the Mortgagor who is liable for the
non-recourse carveouts.
78 Hotel Teatro There is no individual or entity other
than the Mortgagor who is liable for the
non-recourse environmental carveouts.
The environmental indemnity contains a
3 year sunset provision.
2 000 Xxxxxxxxx Xxx There is no individual or entity other
than the Mortgagor who is liable for the
non-recourse environmental carveouts.
The environmental indemnity contains a
1 year sunset provision.
60 Boeing Lomita Campus There is no individual or entity other
than the Mortgagor who is liable for the
non-recourse carveouts.
55 San Tan Village Phase 2 There is no individual or entity other
than the Mortgagor who is liable for the
non-recourse carveouts.
19 Centro Heritage There is no individual or entity other
Portfolio V than the Mortgagor who is liable for the
non-recourse carveouts.
4 Lafayette Property Trust There is no individual or entity other
than the Mortgagor who is liable for the
non-recourse carveouts.
The non-recourse carveout does not
cover "actual waste".
25 Osprey Portfolio The non-recourse carveout does not cover
"actual waste".
--------------------------------------------------------------------------------
77;102 Kimco PNP-Palomar Village There is no individual or entity other
SC; Kimco PNP-Canyon than the Mortgagor who is liable for the
Square Plaza non-recourse carveouts.
186 Tates Creek South In order to comply with Kentucky law,
Shopping Center which imposes certain limits on
guarantor liability, the liability in
the guaranty related to the Mortgage
Loan has been capped at $12,900,000 (3
times the original loan amount),
subject to adjustment for interest and
reasonable attorneys' fees.
46-49 Colony V Portfolio There is no individual or entity other
than the Mortgagor who is liable for the
non-recourse carveouts.
The non-recourse carveout does not
cover "actual waste".
8-18 Colony VI Portfolio There is no individual or entity other
than the Mortgagor who is liable for the
non-recourse carveouts.
The non-recourse carveout does not
cover "actual waste".
000 Xxxxxxxxx Xxxxx Xxxxxxxx There is no individual or entity other
Center than the Mortgagor who is liable for the
non-recourse carveouts.
180 Waukesha Airport Business There is no individual or entity other
Center than the Mortgagor who is liable for the
non-recourse carveouts.
144 Mequon Research Center There is no individual or entity other
than the Mortgagor who is liable for the
non-recourse carveouts.
--------------------------------------------------------------------------------
Representation #(10(c))
--------------------------------------------------------------------------------
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
000 XxXxx 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.
44 Hampton at Town Center 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.
--------------------------------------------------------------------------------
Representation #(12)
--------------------------------------------------------------------------------
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
61 AmeriCold Pool 2 Each AmeriCold Pool 2 property may be
released from the lien of the Mortgage
upon defeasance of an amount equal to
between 105% and 115% of the allocated
loan amount.
The Mortgagor may obtain a release of
an individual Mortgaged Property by
substituting its interest in other
properties as collateral during the
term of the Mortgage Loan, subject to
certain conditions as set forth in the
related Mortgage Loan documents.
75 Los Angeles Media Tech Each Los Angeles Media Tech Center
Center property may be released from the lien
of the Mortgage upon defeasance of an
amount equal to 115% of the allocated
loan amount.
62 Northrop Grumman The Mortgage Loan documents allow for
the Mortgage Loan to be split into two
loans and part of the Mortgaged Property
be released from the mortgage and
encumbered by a new mortgage.
19 Centro Heritage Each Centro Heritage Portfolio V
Portfolio V property may be released from the lien
of the Mortgage upon defeasance of an
amount equal to 110% of the allocated
loan amount.
The Mortgagor may obtain a release of
an individual Mortgaged Property by
substituting its interest in other
properties as collateral during the
term of the Mortgage Loan, subject to
certain conditions as set forth in the
related Mortgage Loan documents.
4 Lafayette Property Trust Each Lafayette Property Trust property
may be released from the lien of the
Mortgage upon defeasance of an amount
equal to between 100% and 107.5% of the
allocated loan amount as provided in the
related Mortgage Loan documents.
The Mortgagor may obtain a release of
an individual Mortgaged Property by
substituting its interest in other
properties as collateral during the
term of the Mortgage Loan, subject to
certain conditions as set forth in the
related Mortgage Loan documents.
25 Osprey Portfolio Each Osprey Portfolio property may be
released from the lien of the Mortgage
upon defeasance of an amount equal to
110% of the allocated loan amount.
The Mortgagor may obtain a release of
an individual Mortgaged Property by
substituting its interest in other
properties as collateral during the
term of the Mortgage Loan, subject to
certain conditions as set forth in the
related Mortgage Loan documents.
46-49 Colony V Portfolio Each Colony V Portfolio property may be
released from the lien of the Mortgage
upon defeasance of an amount equal to
105% of the allocated loan amount.
Additionally, each Colony V Portfolio
property may be released from the lien
of the Mortgage upon the Mortgagor
providing a letter of credit in an
amount equal to 105% of the allocated
loan amount.
The Mortgagor may obtain a release of
an individual Mortgaged Property by
substituting its interest in other
properties as collateral during the
term of the Mortgage Loan, subject to
certain conditions as set forth in the
related Mortgage Loan documents.
8-18 Colony VI Portfolio Each Colony VI Portfolio property may be
released from the lien of the Mortgage
upon defeasance of an amount equal to
105% of the allocated loan amount.
Additionally, each Colony VI Portfolio
property may be released from the lien
of the Mortgage upon the Mortgagor
providing a letter of credit in an
amount equal to 105% of the allocated
loan amount.
The Mortgagor may obtain a release of
an individual Mortgaged Property by
substituting its interest in other
properties as collateral during the
term of the Mortgage Loan, subject to
certain conditions as set forth in the
related Mortgage Loan documents.
000 Xxxxxxxxx Xxxxx The Xxxxxxxxx Xxxxx Business Center
Business Center Mortgage Loan, Waukesha Airport Business
Center Mortgage Loan and Mequon
Research Center Mortgage Loan are
cross-collateralized. The Xxxxxxxxx
Xxxxx Business Center property may be
released from the cross
collateralization agreement upon
escrowing an amount equal to the
Mortgage Loan plus $452,000.
180 Waukesha Airport Business The Xxxxxxxxx Xxxxx Business Center
Center Mortgage Loan, Waukesha Airport Business
Center Mortgage Loan and Mequon
Research Center Mortgage Loan are
cross-collateralized. The Waukesha
Airport Business Center property may be
released from the lien of the Xxxxxxxxx
Xxxxx Business Center Mortgage Loan and
Mequon Research Center Mortgage Loan
when the property has a debt service
coverage ratio of 1.15 for the twelve
month period after the Mortgagor
requests a release of the property.
144 Mequon Research Center The Xxxxxxxxx Xxxxx Business Center
Mortgage Loan, Waukesha Airport Business
Center Mortgage Loan and Mequon Research
Center Mortgage Loan are
cross-collateralized. The Mequon
Research Center property may be released
from the cross collateralization
agreement upon escrowing an amount equal
to the Mortgage Loan plus $200,000.
--------------------------------------------------------------------------------
Representation #(14(a))
--------------------------------------------------------------------------------
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
00 Xxxxxxxxx Xxxx The value of the Mortgaged Property is
based upon the appraiser's $195,000,000
"as stabilized" value (as compared with
a $148,900,000 "as-is" value) and
assumes build-out and occupancy of space
that has not yet occurred. The
mortgagee established escrows at
origination in the amount of
$4,437,542.05 relating to the lease-up
of the Mortgaged Property.
--------------------------------------------------------------------------------
Representation #(16)
--------------------------------------------------------------------------------
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
159 Dicks Sporting The respective Mortgaged Properties are
Goods-Amherst NY legally nonconforming due to deficient
parking.
--------------------------------------------------------------------------------
Representation #(17)
--------------------------------------------------------------------------------
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
000 Xxxx Xxxxx Apartments As of the date of origination, the
related Mortgaged Property was part of a
larger tax parcel. Pursuant to an
undelivered items letter, the Mortgagor
has agreed to obtain a separate tax
identification number for the Mortgaged
Property within 90 days of origination.
165 Xxxxxx'x Landing IIB As of the date of origination, the
related Mortgaged Property was part of a
larger tax parcel. Pursuant to an
undelivered items letter, the Mortgagor
has agreed to obtain a separate tax
identification number for the Mortgaged
Property within 90 days of origination.
--------------------------------------------------------------------------------
Representation #(19(a))
--------------------------------------------------------------------------------
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
106; 197; 000 Xxxxxx Xxxxxx; Browns The mortgagee waived escrows for
223; 129; Point; Meadow Ridge; North immediate repairs in an amount
224; 58; 213; Stadium Business Park 1; of less than $5,000 recommended
225; 192; 78; North Stadium Stadium Business by the property condition report
2; 146; 180 Park 2; Silverado Ranch;
Foxwood; Lara Springs; Disney
Office Building; Hotel Teatro;
000 Xxxxxxxxx Xxx;
0000 X. Xxxxxxx Xx.;
Waukesha Airport Business
Center
112 Brownstown Shopping Center The mortgagee waived escrows
for immediate repairs in the
amount of $20,000 recommended by
the property condition report.
44 Hampton at Town Center The mortgagee waived escrows for
immediate repairs in the amount
of $103,700 recommended by the
property condition report.
00 Xxxxxxxxx Xxxx The mortgagee waived escrows for
immediate repairs in the amount of
$24,700 recommended by the property
condition report.
19 Centro Heritage The mortgagee waived escrows for
Portfolio V immediate repairs in the amount of
$168,405 recommended by the property
condition report.
4 Lafayette Property Trust The mortgagee waived escrows for
immediate repairs in the amount of
$384,750 recommended by the property
condition report.
46-49 Colony V Portfolio The mortgagee waived escrows for
repairs in the amount of $510,750
recommended by the property condition
report.
8-18 Colony VI Portfolio The mortgagee
waived escrows for immediate repairs in
the amount of $322,440 recommended by
the property condition report.
--------------------------------------------------------------------------------
Representation #(21(b))
--------------------------------------------------------------------------------
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
61 AmeriCold Pool 2 The Environmental Site Assessment
recommended the implementation of an
asbestos O&M Plan, but it was not
required by the mortgagee at closing.
77; 102 Kimco PNP-Palomar Village There were various environmental
SC; Kimco PNP-Canyon concerns cited on the respective
Square Plaza Environmental Site Assessments. At
closing, the mortgagee accepted
environmental insurance for both of the
Mortgaged Properties with exclusions of
$100,000 and $1,000,000, respectively.
8-18 Colony VI Portfolio The Environmental Site Assessment
recommended the implementation of an
asbestos O&M Plan, but it was not
required by the mortgagee at closing.
--------------------------------------------------------------------------------
Representation #(21(d))
--------------------------------------------------------------------------------
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
000 XxXxx Xxxxx This loan is secured by an IDOT. The
indemnity guarantor and not the
Mortgagor, is required to comply with
environmental laws and regulations.
44 Hampton at Town Center This loan is secured by an IDOT. The
indemnity guarantor and not the
Mortgagor, is required to comply with
environmental laws and regulations.
78 Hotel Teatro The environmental indemnity contains a 3
year sunset provision.
2 000 Xxxxxxxxx Xxx The environmental indemnity contains a 1
year sunset provision.
--------------------------------------------------------------------------------
Representation #(22)
--------------------------------------------------------------------------------
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
106 000 Xxxxxx Xxxxxx Xxxxxxxxx may maintain comprehensive
commercial general liability insurance
with a deductible that does not exceed
$5,000.
61 AmeriCold Pool 2 Mortgagor may maintain all-risk
insurance with a deductible that does
not exceed $250,000.
The Mortgage Loan documents also
provide for a windstorm, earthquake and
flood deductible of 5% of the insured
value of the Mortgaged Property.
For so long as five (5) or more
insurance carriers are providing the
Insurance Policies, at least sixty
percent (60%) of such coverage shall be
provided by insurance companies having
a claims paying ability rating of "A "
or better by S&P with the remaining
forty percent (40%) of such coverage
being provided by insurance companies
having a claims paying ability rating
of "BBB " or better by S&P; provided,
however, with respect to the first One
Hundred Million and No/100 Dollars
($100,000,000.00) of coverage under
such Insurance Policies, not more than
twenty percent (20%) of such coverage
shall be provided by insurance
companies with a claims paying ability
rating lower than "A " by S&P (but in
no event lower than "BBB " by S&P). In
the event that four (4) or fewer
insurance carriers are providing the
Insurance Policies, at least
seventy-five (75%) of such coverage
shall be provided by insurance
companies having a claims paying
ability rating of "A " or better by
S&P, with the remaining twenty-five
percent (25%) of such coverage being
provided by insurance companies having
a claims paying ability rating of
"BBB-" or better by S&P.
000 Xxxxxxx Xxxx & Village Mortgagor may maintain all-risk
Center insurance with a deductible that does
not exceed $50,000. The guarantor is
responsible for this deductible if the
Mortgagor fails to pay.
000 Xxxxx Xxxxxxx Xxxxxxxx Xxxxxxxxx may maintain comprehensive
Park 1 commercial general liability insurance
with a deductible that does not exceed
$5,000.
000 Xxxxx Xxxxxxx Xxxxxxxx Xxxxxxxxx may maintain comprehensive
Park 2 commercial general liability insurance
with a deductible that does not exceed
$5,000.
58 Silverado Ranch Mortgagor may maintain comprehensive
commercial general liability insurance
with a deductible that does not exceed
$5,000.
000 Xxxx Xxxxx Xxxxx Xxxxxxxxx may maintain all-risk
insurance with a deductible that does
not exceed $50,000, so long as it is
consistent with the custom and practice
in the retail industry in the
Dallas-Fort Worth Metroplex. However,
the guarantor is responsible for
deductibles in excess of $10,000.
78 Hotel Teatro Mortgagor may maintain all-risk and
comprehensive commercial general
liability insurance with deductibles
that do not exceed $75,000.
165 Xxxxxx'x Landing IIB Mortgagor may maintain comprehensive
commercial general liability insurance
with a deductible that does not exceed
$50,000.
So long as an event of default has not
occurred or is continuing, Mortgagor
may also maintain all-risk insurance
with a deductible that does not exceed
$50,000. The guarantor is responsible
for all deductibles that the Mortgagor
fails to pay.
2 000 Xxxxxxxxx Xxx Mortgagor may maintain all-risk
insurance with a deductible that does
not exceed $100,000 and windstorm
insurance with a deductible that does
not exceed $1,000,000.
The Mortgagor also is permitted to use
a syndicate of insurance providers so
long as sixty percent (60%)
(seventy-five percent (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; provided however, that
up to twenty percent (20%) of the
Insurance Policies may be issued by
insurance companies that are not rated
by any rating agency provided that (i)
any such un-rated insurer has an A.M.
Best rating of at least "A-X" and (ii)
no un-rated insurer provides the
primary later of insurance coverage.
60 Boeing Lomita Campus Mortgagor may maintain all-risk
insurance with a deductible that does
not exceed $100,000.
00 Xxxxxxxxx Xxxx Mortgagor may maintain all-risk
insurance with a deductible that does
not exceed $50,000. However, if
all-risk insurance is provided by a
blanket umbrella policy, the deductible
may not exceed $100,000.
4 Lafayette Property Trust Mortgagor may maintain all-risk
insurance with a deductible that does
not exceed $100,000 and comprehensive
commercial general liability insurance
with a deductible that does not exceed
$500,000.
55 San Tan Village Phase 2 Mortgagor may maintain all-risk
insurance with a deductible that does
not exceed $100,000.
The Mortgage Loan documents provide for
a windstorm deductible of 2% of the
insured value of the Mortgaged
Property.
For so long as five (5) or more
insurance carriers are providing the
Insurance Policies, at least sixty
percent (60%) of such coverage shall be
provided by insurance companies having
a claims paying ability rating of "A "
or better by S&P. Additionally, (i) the
first layer of coverage under such
insurance will be provided by carriers
with a minumum financial strength
rating by S&P of "A" or better and (ii)
the balance of the coverage is provided
by carriers having a claims paying
ability of at least "BBB" by S&P
77;102 Kimco PNP-Palomar Village On the origination date, the mortgagee
SC; Kimco PNP-Canyon accepted comprehensive commercial
Square Plaza general liability insurance that
provides for a deductible of $25,000.
The Mortgage Loan documents provide for
an earthquake deductible of 5% of the
insured value of the Mortgaged
Property, but not less than $250,000.
The Mortgagor is permitted to use a
syndicate of insurance providers so
long as (i) 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
rating of "A" by S&P and (ii) the
balance of the coverage is provided by
carriers having a claims paying ability
of at least "BBB" by S&P.
46-49 Colony V Portfolio Mortgagor may maintain all-risk insurance
with a deductible that does not exceed
$250,000.
The Mortgage Loan documents provide for
an earthquake and windstorm deductible of
5% of the insured value of the Mortgaged
Property.
8-18 Colony VI Portfolio Mortgagor may maintain all-risk insurance
with a deductible that does not exceed
$250,000.
The Mortgage Loan documents provide for
an earthquake and windstorm deductible of
5% of the insured value of the Mortgaged
Property.
172 LA Fitness-Grand Prairie Mortgagor may maintain comprehensive
commercial general liability insurance
with a deductible that does not exceed
$50,000.
All Loans Although the Mortgage Loan Documents
require comprehensive general liability
insurance consistent with this
representation and warranty, as of the
date hereof, the mortgagee has not
received evidence of the endorsement
necessary to include it as an additional
insured. At closing, the mortgagee
accepted evidence of comprehensive
commercial general liability insurance
and its inclusion as an additional
insured on standard Accord form 25 or
other similar forms.
--------------------------------------------------------------------------------
Representation #(24)
--------------------------------------------------------------------------------
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
75 Los Angeles Media Tech The Mortgagor is a potential plaintiff
Center in an unfiled, threatened lawsuit to
which the plaintiff is seeking damages
based constructural defects affecting
the Mortgaged Property. At origination,
the Mortgagor escrowed 100% of the
estimated repairs.
--------------------------------------------------------------------------------
Representation #(27)
--------------------------------------------------------------------------------
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
000 XxXxx Xxxxx This loan is secured by an IDOT. The
indemnity guarantor and not the
Mortgagor, is required to provide
financial information to the mortgagee.
44 Hampton at Town Center This loan is secured by an IDOT. The
indemnity guarantor and not the
Mortgagor, is required to provide
financial information to the mortgagee.
--------------------------------------------------------------------------------
Representation #(29)
--------------------------------------------------------------------------------
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
46-49; 8-18 Colony V Portfolio; The original principal balance of the
Colony VI Portfolio Colony V Portfolio Mortgage Loan and the
Colony VI Portfolio Mortgage Loan,
which loans are to Mortgagors under
common sponsorship, represent more than
5% of the aggregate outstanding
principal.
--------------------------------------------------------------------------------
Representation #(32)
--------------------------------------------------------------------------------
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
170 000 XxxxXxxxxx Xxxxx Subject to the satisfaction of certain
conditions, transfers to affiliates and
other entities or individuals are
permitted pursuant to the Mortgage Loan
documents.
106 000 Xxxxxx Xxxxxx Subject to the satisfaction of certain
conditions, 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.
61 AmeriCold Pool 2 Subject to the satisfaction of certain
conditions, transfers to affiliates and
other entities or individuals are
permitted pursuant to the Mortgage Loan
documents.
129 North Stadium Business Subject to the satisfaction of certain
Park 1 conditions, 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.
224 North Stadium Business Subject to the satisfaction of certain
Park 2 conditions, 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.
58 Silverado Ranch Subject to the satisfaction of certain
conditions, 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.
59 Cityview Centre 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.
44 Hampton at Town Center Subject to the satisfaction of certain
conditions, 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.
000 Xxxxxxx-Xxxxx 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.
78 Hotel Teatro Subject to the satisfaction of certain
conditions, 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.
2 000 Xxxxxxxxx Xxx Subject to the satisfaction of certain
conditions, transfers to affiliates and
other entities or individuals are
permitted pursuant to the Mortgage Loan
documents.
00 Xxxxxxxxx Xxxx Subject to the satisfaction of certain
conditions, transfers to affiliates and
other entities or individuals are
permitted pursuant to the Mortgage Loan
documents.
00 Xxx Xxx Xxxxxxx Xxxxx 0 Subject to the satisfaction of certain
conditions, transfers to affiliates and
other entities or individuals are
permitted pursuant to the Mortgage Loan
documents.
19 Centro Heritage Subject to the satisfaction of certain
Portfolio V conditions, transfers to affiliates and
other entities or individuals are
permitted pursuant to the Mortgage Loan
documents.
So long as the Mortgagor has not
incurred additional debt secured by the
Mortgaged Property and 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.
So long as the members of the Mortgagor
have not pledged their interest in the
Mortgagor to secure a mezzanine loan
and subject to the satisfaction of
certain criteria, the Mortgagor has a
one time right to incur additional debt
secured by the Mortgaged Property.
4 Lafayette Property Trust Subject to the satisfaction of certain
conditions, 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.
25 Osprey Portfolio Subject to the satisfaction of certain
conditions, transfers to affiliates and
other entities or individuals are
permitted pursuant to the Mortgage Loan
documents.
77;102 Kimco PNP-Palomar Village Subject to the satisfaction of certain
SC; Kimco PNP-Canyon conditions, transfers to affiliates and
Square Plaza other entities or individuals are
permitted pursuant to the Mortgage Loan
documents.
46-49 Colony V Portfolio Subject to the satisfaction of certain
conditions, transfers to affiliates and
other entities or individuals are
permitted pursuant to the Mortgage Loan
documents.
8-18 Colony VI Portfolio Subject to the
satisfaction of certain conditions,
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.
Subject to the satisfaction of certain
criteria, the Mortgagor has a one-time
right to incur additional debt on a
pari passu basis with the Mortgage Loan
secured by the Mortgaged Property.
--------------------------------------------------------------------------------
Representation #(33)
--------------------------------------------------------------------------------
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
000 Xxxxxx Xxxxx The Mortgaged Property secures the
Mortgage Loan and a second mortgage held
by the City of Norfolk, Nebraska subject
to a subordination and standstill
agreement in favor of the mortgagee.
61 AmeriCold Pool 2 The Mortgaged Property secures the
Mortgage Loan (consisting of a Fixed
Rate A-2-B Note), a Fixed Rate A-1-A
Note, a Fixed Rate A-1-B Note, a Fixed
Rate A-2-A Note and a Fixed Rate A-2-C
Note (each of which is pari passu with
the Mortgage Loan and is not included in
the trust fund).
2 000 Xxxxxxxxx Xxx The Mortgaged Property secures the
Mortgage Loan (consisting of a Fixed
Rate A-1 Note), a Fixed Rate A-2 Note, a
Fixed Rate A-3 Note, and a Fixed Rate
A-4 Note (each of which is pari passu
with the Mortgage Loan and is not
included in the trust fund).
--------------------------------------------------------------------------------
Representation #(34)
--------------------------------------------------------------------------------
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
55 San Tan Village Phase 2 In the event of defeasance, the
defeasance collateral is required to
equal payments due on the Mortgage Loan
through the end of the prepayment
lockout period.
--------------------------------------------------------------------------------
Representation #(35)
--------------------------------------------------------------------------------
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
61 AmeriCold Pool 2 Each AmeriCold Pool 2 property may be
released from the lien of the Mortgage
upon defeasance of an amount equal to
between 105% and 115% of the allocated
loan amount.
The Mortgagor may obtain a release of
an individual Mortgaged Property by
substituting its interest in other
properties as collateral during the
term of the Mortgage Loan, subject to
certain conditions as set forth in the
related Mortgage Loan documents.
75 Los Angeles Media Tech Each Los Angeles Media Tech Center
Center property may be released from the lien
of the Mortgage upon defeasance of an
amount equal to 115% of the allocated
loan amount.
62 Northrop Grumman The Mortgage Loan documents allow for
the Mortgage Loan to be split into two
loans and part of the Mortgaged Property
be released from the mortgage and
encumbered by a new mortgage.
19 Centro Heritage Each Centro Heritage Portfolio V
Portfolio permitted property may be released from the lien
of the Mortgage upon defeasance of an
amount equal to 110% of the allocated
loan amount.
The Mortgagor may obtain a release of
an individual Mortgaged Property by
substituting its interest in other
properties as collateral during the
term of the Mortgage Loan, subject to
certain conditions as set forth in the
related Mortgage Loan documents.
4 Lafayette Property Trust Each Lafayette Property Trust property
may be released from the lien of the
Mortgage upon defeasance of an amount
equal to between 100% and 107.5% of the
allocated loan amount as provided in the
related Mortgage Loan documents.
The Mortgagor may obtain a release of
an individual Mortgaged Property by
substituting its interest in other
properties as collateral during the
term of the Mortgage Loan, subject to
certain conditions as set forth in the
related Mortgage Loan documents.
25 Osprey Portfolio Each Osprey Portfolio property may be
released from the lien of the Mortgage
upon defeasance of an amount equal to
110% of the allocated loan amount.
The Mortgagor may obtain a release of
an individual Mortgaged Property by
substituting its interest in other
properties as collateral during the
term of the Mortgage Loan, subject to
certain conditions as set forth in the
related Mortgage Loan documents.
46-49 Colony V Portfolio Each Colony V Portfolio property may be
released from the lien of the Mortgage
upon defeasance of an amount equal to
105% of the allocated loan amount.
Additionally, each Colony V Portfolio
property may be released from the lien
of the Mortgage upon the Mortgagor
providing a letter of credit in an
amount equal to 105% of the allocated
loan amount.
The Mortgagor may obtain a release of
an individual Mortgaged Property by
substituting its interest in other
properties as collateral during the
term of the Mortgage Loan, subject to
certain conditions as set forth in the
related Mortgage Loan documents.
8-18 Colony VI Portfolio Each Colony VI Portfolio property may be
released from the lien of the Mortgage
upon defeasance of an amount equal to
105% of the allocated loan amount.
Additionally, each Colony VI Portfolio
property may be released from the lien
of the Mortgage upon the Mortgagor
providing a letter of credit in an
amount equal to 105% of the allocated
loan amount.
The Mortgagor may obtain a release of
an individual Mortgaged Property by
substituting its interest in other
properties as collateral during the
term of the Mortgage Loan, subject to
certain conditions as set forth in the
related Mortgage Loan documents.
000 Xxxxxxxxx Xxxxx Business The Xxxxxxxxx Xxxxx Business Center
Center Mortgage Loan, Waukesha Airport Business
Center Mortgage Loan and Mequon
Research Center Mortgage Loan are
cross-collateralized. The Xxxxxxxxx
Xxxxx Business Center property may be
released from the cross
collateralization agreement upon
escrowing an amount equal to the
Mortgage Loan plus $452,000.
180 Waukesha Airport Business The Xxxxxxxxx Xxxxx Business Center
Center Mortgage Loan, Waukesha Airport Business
Center Mortgage Loan and Mequon
Research Center Mortgage Loan are
cross-collateralized. The Waukesha
Airport Business Center property may be
released from the lien of the Xxxxxxxxx
Xxxxx Business Center Mortgage Loan and
Mequon Research Center Mortgage Loan
when the property has a debt service
coverage ratio of 1.15 for the twelve
month period after the Mortgagor
requests a release of the property.
144 Mequon Research Center The Xxxxxxxxx Xxxxx Business Center
Mortgage Loan, Waukesha Airport Business
Center Mortgage Loan and Mequon Research
Center Mortgage Loan are
cross-collateralized. The Mequon
Research Center property may be released
from the cross collateralization
agreement upon escrowing an amount equal
to the Mortgage Loan plus $200,000.
--------------------------------------------------------------------------------
Representation #(36)
--------------------------------------------------------------------------------
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
000 XxXxx 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.
44 Hampton at Town Center 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.
--------------------------------------------------------------------------------
Representation #(37)
--------------------------------------------------------------------------------
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
61; 214; 177; AmeriCold Pool 2; Madison The respective Mortgaged
229; 44; 227; Plaza; Courtyard; Xxxxxxx; Properties are legally
165; 159; 55; Hampton at Town Center; nonconforming due to deficient
19; 102; 46- Somerset; Xxxxxx'x Landing parking.
49; 144 IIB; Dicks Sporting
Goods-Amherst NY; San Tan
Village Phase 2; Centro
Heritage Portfolio V;
Kimco PNP-Canyon Square
Plaza; Colony V
Portfolio; Mequon
Research Center
--------------------------------------------------------------------------------
Representation #(42)
--------------------------------------------------------------------------------
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
66 000 X. Xxxxxxxxxx Xxxx Terrorism insurance premiums are capped
at $50,000 per year, subject to annual
increases based on the Consumer Price
Index.
000 Xxxx Xxxxx Xxxxx Terrorism insurance premiums are capped
at $10,000 per year.
78 Hotel Teatro Terrorism insurance premiums are capped
at $65,000 per year.
62 Northrop Grumman Terrorism premiums are capped at 150% of
the amount of the premium paid by the
Mortgagor in the first year terrorism
coverage was obtained.
2 000 Xxxxxxxxx Xxx Terrorism insurance premiums are capped
at $825,000 per year, subject to annual
increases based on the Consumer Price
Index.
00 Xxxxxxxxx Xxxx Terrorism insurance premiums are capped
at $125,000 per year, subject to annual
increases based on the Consumer Price
Index.
00 Xxx Xxx Xxxxxxx Xxxxx 0 Terrorism insurance premiums are capped
at $100,000 per year, subject to annual
increases based on the Consumer Price
Index.
19 Centro Heritage Terrorism insurance premiums are capped
Portfolio V at $175,000 per year.
4 Lafayette Property Trust Terrorism insurance is only required to
the extent that such insurance can be
purchased for a premium per annum not in
excess of $60,000, if the Terrorism Risk
Insurance Act is in effect on the date
of determination, or $85,000, if the
Terrorism Risk Insurance Act is not in
effect on the date of determination.
25 Osprey Portfolio Terrorism insurance premiums are capped
at $150,000 per year.
77; 102 Kimco PNP-Palomar Terrorism insurance premiums are
Village SC; Kimco capped at an amount equal to two times
PNP-Canyon Square Plaza the amount of the then current annual
premiums for the Mortgagor's all-risk,
business income, comprehensive boiler
and machinery and flood insurance
policies.
46-49 Colony V Portfolio Terrorism insurance premiums are capped
at between $2,500 and $85,000 per year
for each of the Colony V Portfolio
properties.
8-18 Colony VI Portfolio Terrorism insurance premiums are capped
at between $5,000 and $85,000 per year
for each of the Colony VI Portfolio
properties.
61 AmeriCold Pool 2 Terrorism insurance premiums are capped
at $250,000 per year.
--------------------------------------------------------------------------------
EXHIBIT D
FORM OF OFFICER'S CERTIFICATE
I, [______], a duly appointed, qualified and acting [______] of
[___________], a [________] [______] (the "Company"), hereby certify on behalf
of the Company as follows:
1.____I have examined the Mortgage Loan Purchase Agreement, dated as of
March 1, 2007 (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 (or, in the case of any
particular representation or warranty set forth on Exhibit B to the Agreement,
as of such other date provided for in such representation or warranty) with the
same force and effect as if made on and as of the date hereof, subject to the
exceptions set forth in the Agreement (including Exhibit C thereto).
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 the
Prospectus, dated March 9, 2007, as supplemented by the Prospectus Supplement,
dated March 26, 2007 (collectively, the "Prospectus"), relating to the offering
of the Class A-1, Class A-1S, Class A-2, Class A-2S, Class A-2SFL, Class A-3,
Class A-3S, Class A-1A, Class X, Class A-M, Class A-MS, Class A-J, Class A-JFL,
Class A-JS, Class B-S, Class C-S and Class D-S Certificates, the Private
Placement Memorandum, dated March 26, 2007 (the "Privately Offered Certificate
Private Placement Memorandum"), relating to the offering of the Class B, Class
C, Class D, Class E, Class E-S, Class F, Class F-S, Class G, Class G-S, Class H,
Class H-S, Class J, Class K, Class L, Class M, Class N, Class P and Class NR
Certificates, and the Residual Private Placement Memorandum, dated March 26,
2007 (together with the Privately Offered Certificate Private Placement
Memorandum, the "Private Placement Memoranda"), relating to the offering of the
Class R, Class MR and Class LR Certificates, and nothing has come to my
attention that would lead me to believe that 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 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.
[SIGNATURE APPEARS ON THE FOLLOWING PAGE]
IN WITNESS WHEREOF, I have signed my name this ___ day of March, 2007.
By:
------------------------------------
Name:
Title:
SCHEDULE I
MORTGAGE LOANS FOR WHICH A LENDER'S ENVIRONMENTAL POLICY
WAS OBTAINED IN LIEU OF AN ENVIRONMENTAL SITE ASSESSMENT
Reference is made to the Representations and Warranties set forth in Exhibit B
attached hereto corresponding to the Paragraph number set forth below.
Paragraph 21(a) and (e):
None.
Sched. I-1
SCHEDULE II
MORTGAGED PROPERTY FOR WHICH OTHER
ENVIRONMENTAL INSURANCE IS MAINTAINED
Reference is made to the Representations and Warranties set forth in Exhibit B
attached hereto corresponding to the Paragraph numbers set forth below:
Paragraph 21(b) and (c):
LOAN # PROPERTY NAME
------ -------------
5 Centro Heritage Portfolio V (all properties)
77 Kimco PNP- Palomar Village SC
000 Xxxxx XXX- Xxxxxx Xxxxxx Xxxxx
58 Silverado Ranch
55 San Xxx Xxxxxxx Xxxxx 0
00 Xxxxxx Xxxxxx Xxxxxx
00 AmeriCold Pool 2 (all properties)
Sched. II-1
