EXHIBIT 10.1
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X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP.,
PURCHASER
JPMORGAN CHASE BANK, N.A.,
SELLER
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of July 1, 2007
Fixed Rate Mortgage Loans
Series 2007-LDP11
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This Mortgage Loan Purchase Agreement (this "Agreement"), dated
as of July 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 July 1, 2007 (the "Pooling and Servicing Agreement") among the Purchaser,
as depositor (the "Depositor"), Wachovia Bank, National Association, as master
servicer (the "Master Servicer"), CWCapital Asset Management LLC, as special
servicer (the "Special Servicer"), and LaSalle Bank National Association, as
trustee (the "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 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 $869,723.23, which amount represents the aggregate
amount of interest that would have accrued at the related Mortgage Rates on the
applicable Mortgage Loans commencing July 1, 2007 for those Mortgage Loans that
do not have a Due Date in July 2007. The Depositor will sell the Class X-0,
Xxxxx X-0, Class A-2FL, Class X-0, Xxxxx X-0, Class A-SB, Class A-1A, Class X,
Class A-M, Class A-J, Class B, Class C, Class D, Class E and Class F
Certificates (the "Offered Certificates") to the underwriters (the
"Underwriters") specified in the underwriting agreement dated June 28, 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 G, Class H, Class J,
Class K, Class L, Class M, Class N, Class P, Class Q, Class T 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 June 28, 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 $1,271,345,129.15
(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 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 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 Master Servicer has exercised all
remedies available under the Mortgage Loan documents to collect such Transfer
Modification Costs from such Mortgagor, in which case the Master Servicer shall
give the Seller notice of such failure and the 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 Master Servicer, in order to assist and facilitate in the
transfer of the servicing of the Mortgage Loans to the Master Servicer,
including effectuating the transfer of any letters of credit with respect to any
Mortgage Loan to the Trustee (in care of the 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
Master Servicer), the Seller will cooperate with the reasonable requests of the
Master Servicer or Special Servicer, as applicable, in connection with
effectuating a draw under such letter of credit as required under the terms of
the related Mortgage Loan documents;
(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 June 28,
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 national 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 Banking 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 Master Servicer for deposit into the Certificate Account, any
Substitution Shortfall Amount (as defined below) in connection therewith;
provided, however, 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, with respect to the Extended Resolution Period
the Seller shall have delivered an officer's certificate to the Rating Agencies,
the 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 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, 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, 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, the interests of the Trustee therein or the
interests of 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 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, 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, 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:____________________________________
Name:
Title:
JPMORGAN CHASE BANK, N.A., as Seller
By:____________________________________
Name:
Title:
EXHIBIT A
MORTGAGE LOAN SCHEDULE
JPMCC 2007-LDP11
Mortgage Loan Schedule (Combined)
Loan # Originator Mortgagor Name Property Address City State
------ ---------- ---------------------------------------- ------------------------------------- ----------------- --------
5 JPMCB 5 Penn Plaza LLC 0 Xxxx Xxxxx Xxx Xxxx XX
Xxxxxxxx Xxxxx Associates Limited
6 JPMCB Partnership 0000 Xxxxxxxx Xxxxx Xxxxxx Xxxxxxxxxxxx XX
23 JPMCB 000 Xxxxxxxx Owners, LLC 000 Xxxxxxxx Xxx Xxxx XX
26 JPMCB Greenway Station SPE, LLC 0000 Xxxxxx Xxx Xxxxxxxxx XX
210/9 LLC, Xxxxxx Industrial LLC,
Sunset Park Manufacturing and Design
27 JPMCB Center LLC Various Various NY
31 JPMCB The Mill Owners Company, LLC Pemberwick Road and Glenville Street Greenwich CT
34 JPMCB Crystal Tree I Limited Partnership 00 Xxxxxx Xxx Xxxxxxxxxx AL
Swedesford Shopping Center Acquisition,
36 JPMCB LLC 000 Xxxx Xxxxxxxxxx Xxxx Xxxxxx XX
39 JPMCB NHP Ohio, LLC and MLD Kentucky, LLC Various Various Various
41 JPMCB Richmond Crescent Hotel LLC 0000 Xxxxxxxxx Xxxxxxx Xxxxxxxx XX
43 JPMCB Danari Broadway, LLC 000 Xxxx Xxxxxxxx Xxxx Xxxxx XX
50 JPMCB 0000-0000 Xxx Xxxxxxxx Xxxxx, LLC 0000-0000 Xxx XxXxxxxx Xxxxx Xxxxxxxx MD
55 JPMCB CA II, LLC 0000 Xxxxx Xxxx Xxxxxx Xxxx XX
56 JPMCB Alamac, Inc. 000 00xx Xxxxxx XX Xxxxxxxxxx XX
58 JPMCB TRT Alliance Xxxxx LLC 450 - 000 Xxxx Xxxxx Xxxx Xxxxxxxxxx XX
2400 West International Speedway
62 JPMCB Daytona Marketplace, LLC Boulevard Daytona Beach FL
64 JPMCB London Associates, LTD. 000 Xxxxx Xxxxxxx Xxxxxxx Xxxx Xxxxxxxxxx XX
73 JPMCB Sandcastle Partners, Ltd. 0000 Xxxxxxxx Xxxx Xxxxxx Xxxxxxx XX
The Shops at Xxxxxxxx Park Properties,
76 JPMCB LLC 000 Xxxxxxxx Xxxxxx Xxxx Xxxxxxxx XX
79 JPMCB Mission Eagle Pointe, DST 000 Xxxxx Xxxxxxx Xxxx Xxxxx XX
80 JPMCB CCP-PC Office, L.P. 0000 Xxxxxxxxxxx Xxxxx Xxxxxx XX
86 JPMCB HFP-3, LLC 000 Xxxx Xxxxxxxx Xxxxxx Xxxxxxxx XX
Rockwell Xxxxxx, LLC & Xxxxxx Xxxxx,
00 JPMCB L.L.C. 0000 Xxxx Xxxxxx Xxxx Xxxxxxx XX
91 JPMCB Dedham Street, LLC 000 Xxxxxx Xxxxxx Xxxxxx XX
Worthington Xxxxx, LLC; Xxxxxxxxxxx
Mediavilla, LLC; Worthington Xxxxx,
LLC; Xxxxxxxxxxx Xxxxxxx, LLC;
Worthington Xxxxx, LLC; Xxxxxxxxxxx
Xxxxx, LLC; Xxxxxxxxxxx Xxxxxxxxx, LLC;
Worthington W.A. Xxxxxxxxx, LLC;
Worthington X.X. Xxxxxxxxx, LLC;
Worthington Wood, LLC; Worthington
Xxxxxxxx, LLC; Xxxxxxxxxxx Xxxxxxxxxx,
LLC; Xxxxxxxxxxx Xxxxxxxxx, LLC;
94 JPMCB Worthington X.X. Xxxx, LLC 0000 Xxxxxx Xxxxxxx Xxxxxxx XX
95 JPMCB B B Subsidiary, L.L.C. Various Various LA
97 JPMCB Terravista Partners- Westwood, Ltd. 0000 Xxxxxxxx Xxxxx Xxx Xxxxxxx XX
108 JPMCB R.F. Group, L.P. 0000 Xxxx Xxxxxx Xxxxxx Xxxxxxx XX
114 JPMCB 2751 Jefferson Realty LLC 0000-0000 Xxxxxxxxx Xxxxxx Xxxxxxx XX
115 JPMCB Praas De LLC; Anand LLC 0000 Xxxxxxxx Xxxxxx Xxxx XX
125 JPMCB SR Apartments Limited Partnership 7850, 8125 & 0000 Xxxxx 000xx Xxxxxx Xxxxxxxxx XX
129 JPMCB 405 Holdings, LLC 000 Xxxxx 00xx Xxxxxx Xxxxx XX
130 JPMCB Bos Club LL (MA) LLC 000 Xxxxx Xxxxxx Xxxxxx XX
131 JPMCB 7190-7196 Crestwood, LLC 0000-0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxx XX
134 JPMCB S O Partners, Ltd. 00000 Xxxxxxxxxx Xxxx Xxxxxx XX
140 JPMCB Longview Crossing, L.P. 0000 Xxxx Xxxxx Xxxxxxx Xxxxxxxx XX
141 JPMCB Preakness Partners, Ltd. 000 Xxxxx Xxxxx Xxxxx Xxxxxxx XX
0 Xxxxxxxx Xxxxx and 4535 Xxxxxxx
142 JPMCB Fairmont/Monticello LLC Boulevard St. Louis MO
146 JPMCB Aspen Xxxxx Road, LLC 0000-0000 Xxxxx Xxxx Xxxx Xxxx Xxxxx XX
147 JPMCB Park/El Segundo Partners LLC 0000 Xxxx Xxxxx Xx Xxxxxxx XX
148 JPMCB 4800 Brookdale, LLC 0000 Xxxxxxxxx Xxxxx Xxxxxxx Xxxxx XX
149 JPMCB Naches, L.L.C. 000 Xxxxxx Xxxxxx Xxxxxxxxxxxx XX
155 JPMCB Terravista Partners-Spanish Spur, Ltd. 0000 Xxxxx Xxxxxx Xxxxx Xxx Xxxxxxx XX
Exeter 000 Xxxx Xxxx, LLC & Exeter 2150 000 Xxxx Xxxx Xxxxx & 0000 Xxxxx Xx. Xxxxxx, XX
156 JPMCB Cabot, LP Boulevard & Langhorne, PA Various
158 JPMCB Sport Store, LLC 0000 Xxxxx XX 00 Xxxxx Xxxx XX
160 JPMCB Greenville HHP-II, LLC 000 Xxxxxxxx Xxxx Xxxxxxxxxx XX
167 JPMCB Amarillo HHP-II, LLC 0000 X-00 Xxxx Xxxxxxxx XX
168 JPMCB VMT-Greenville Title, L.L.C. 0000 Xxxxxxxx Xxxx Xxxxxxxxxx XX
169 JPMCB Xxxxxxx Xxxx Partners, Ltd. 000 Xxxxxxx Xxxx Xxxxxx XX
164 JPMCB Broadway Lofts LTD. 000 Xxxxxx Xxxxxx Xxxxxxxxxx XX
177 JPMCB San Antonio HHP-II, LLC 0000 Xxxxxxx Xxxxx Xxx Xxxxxxx XX
178 JPMCB Hidden Park LLC 00000 Xxxxxxxx Xxxxx Xx Xxxxx XX
179 JPMCB Grand Twin Towers, LLC 000-000 Xxxxxxx Xxxxx Xxxxx Xxxxxxxxxx XX
181 JPMCB Albuquerque HHP-II, LLC 0000 Xxxxxxx XX Xxxxxxxxxxx XX
182 JPMCB 4228 Central, LLC 0000 Xxxxx Xxxxxxx Xxxxxxxxxx Xxxxxx XX
183 JPMCB PDQ Crossgate, LTD 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxx XX
184 JPMCB Eden Prairie HHP-II, LLC 0000 Xxxxxx Xxxxx Xxxxx Xxxx Xxxxxxx XX
186 JPMCB Falls Parc, LLC 0000 Xxxxx Xxxx Xxxxx Xxxxxxxxx Xxxxx XX
187 JPMCB Greensboro HHP-II, LLC 0000 Xxxxxxx Xxxxxx Xxxxxxxxxx XX
191 JPMCB Lakeside Retail Center, LLC 00000 Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx XX
193 JPMCB DP 12, LLC 00 Xxxx Xxxxxxx Xxxxxx Xxxxxxxxxx XX
195 JPMCB R F Development, LLC 000 Xxxxx Xxxxxx Xxxxxxxxx XX
196 JPMCB East Syracuse HHP-II, LLC 0000 Xxx Xxxxxxxx Xxxx Xxxxx Xxxxxxxx XX
199 JPMCB Harbin Springs Property, LLC 0000 Xxxxxxx Xxxx Xxxxxxxx XX
Terravista Partners - Winston Square,
201 JPMCB Ltd. 0000 Xxxxx Xxxxxxx XxXxxxxx Xxxxx Xxx Xxxxxxx XX
203 JPMCB Thanestate Besttex Investments, Inc. 0000 Xxxx Xxxxxxxxx Xxxxxxx Xxxxx XX
Ashley Storage Investments, LLC; XX
Xxxxxx Storage LLC; XX Xxxxxx Storage
206 JPMCB LLC; Xx Xxxxxx Storage, LLC 2455 & 0000 Xxxxxx Xxxxx Xxxx Xxxxxxxxxx XX
209 JPMCB Florida City Vest LLC 000 Xxxxx Xxxxx Xxxxxx Xxxxxxx Xxxx XX
211 JPMCB Terravista Partners- Pecan Manor, Ltd. 0000 Xxxxx Xxxxxx Xxxxx Xxx Xxxxxxx XX
212 JPMCB Xxxxxxx X. Xxxxxx, LLC 0000 Xxxxx Xxxx 0000 Xxxx Xxx Xxxxxxx XX
214 JPMCB 5455 Ft. Apache LLC 0000 Xxxxx Xxxx Xxxxxx Xxxx Xxx Xxxxx XX
215 JPMCB HGF Parsippany Boulevard LLC 0000-0000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxxxx XX
216 JPMCB 1000 Xxxxxxxx, L.P. 0000 Xxxx Xxxxxxxx Xxxxxxxxx Xxxxxx XX
219 JPMCB Xxxxxxx Commerce Center, L.L.C. 00 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx XX
224 JPMCB 000 Xxxx Xxxx Xxxx Corp. 000 Xxxx Xxxx Xxxx Xxxxxxxx XX
225 JPMCB CMS Xxxxxxxxx, X.X. 00 -00 Xxxxxx Xxxxx Xxxxxxxx XX
226 JPMCB Singh Hotel Group LLC 00 Xxxx Xxxx Xxx Xxxxx XX
231 JPMCB Xxx Xxxxxx, LLC 00000 Xxxx Xxxxxxx Xxxxxxx XX
242 JPMCB Aspen North Congress, LLC 0000 Xxxxx Xxxxxxxx Xxxxxx Xxxx Xxxx Xxxxx XX
Net
Interest Mortgage
Rate Interest
Loan # Zip Code County Property Name Size Measure (%) Rate
----- --------- ------------- ----------------------------------------- ------- ----------- -------- -----------
5 10001 New York 5 Penn Plaza 656824 Square Feet 5.59450 5.57416
6 19154 Philadelphia Xxxxxxxx Xxxxx 1579457 Square Feet 5.65000 5.62966
23 10012 New York 000 Xxxxxxxx 110018 Square Feet 6.14920 6.12886
26 53562 Xxxx Xxxxxxxx Xxxxxxx 000000 Square Feet 6.48200 6.45556
27 Various Various Brooklyn/Queens Industrial Portfolio 414249 Square Feet 5.88950 5.86916
31 06381 Fairfield The Mill 111393 Square Feet 6.41650 6.39616
34 35242 Xxxxxx Xxxxxx Apartments 402 Units 5.56000 5.53966
36 19312 Xxxxxxx Swedesford Plaza 152330 Square Feet 5.78450 5.74416
39 Various Various Carespring Portfolio 1136 Beds 5.80350 5.78316
Embassy Suites Hotel & Executive Meeting
41 23294 Henrico Center 224 Rooms 5.58750 5.54216
43 90802 Los Angeles 000 X. Xxxxxxxx 193790 Square Feet 5.84800 5.82766
50 21046 Xxxxxx Xxx XxXxxxxx Drive Center 193366 Square Feet 5.58300 5.53766
55 44125 Cuyahoga Cinemark Valley View 120070 Square Feet 5.65880 5.58846
56 20037 The River Inn 125 Rooms 5.73400 5.69366
58 60563 DuPage Washington Commons 196558 Square Feet 5.93850 5.87816
62 32114 Volusia Volusia Marketplace 131361 Square Feet 5.54900 5.53866
64 33304 Broward Shoppes of Xxxxxxxx Xxxx 00000 Square Feet 5.72800 5.71766
73 78413 Nueces Sandcastle Apartments 432 Units 5.56000 5.53966
76 44512 Xxxxxxxx Xxx Xxxxx xx Xxxxxxxx Xxxx - Xxxxx XX 000000 Square Feet 5.69500 5.67466
79 75002 Bexar Mission Eagle Point 252 Units 5.91650 5.89616
80 75225 Dallas Colonial Bank Plaza 96543 Square Feet 5.92150 5.85116
86 49770 Xxxxx Xxxxx Medical Office 117735 Square Feet 5.58000 5.55966
90 60608 Xxxx Xxxxxx Xxxxx 000000 Square Feet 6.35750 6.33716
91 02021 Norfolk The Park @ I-95 81906 Square Feet 5.60450 5.58416
94 77067 Xxxxxxxx Xxxxxxxxxxx on the Beltway 382 Units 5.92700 5.90666
Xxxxx
00 Xxxxxxx Xxxxxxx XX Mini Storage Portfolio 1215 Units 5.95050 5.93016
97 78227 Bexar Westwood Plaza 305 Units 6.12550 6.10516
108 93277 Tulare Rancho Fiesta 284 Pads 5.61500 5.59466
114 48207 Xxxxx Xxxxx State University 91087 Square Feet 6.80700 6.78666
115 17402 York Four Points by Sheraton 146 Rooms 6.50250 6.44216
125 53224 Milwaukee Sunset Ridge Apartments 144 Units 5.56850 5.50816
129 68102 Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxxxx 000 Xxxxx 5.71000 5.68966
130 02459 Middlesex Town Sports International - Xxxxxx, XX 00000 Square Feet 5.58750 5.56716
131 00000 Xxxxxxxxx Xxxxxxxx Xxxxxxx I 53146 Square Feet 6.18000 6.15966
134 78759 Xxxxxx Shadow Oaks 176 Units 5.56000 5.53966
140 75605 Xxxxx Xxxxxx'x Crossing 192 Units 5.61000 5.53966
141 77090 Xxxxxx The Preakness 224 Units 5.56000 5.53966
Xxxxx Xxxxx
000 00000 Xxxx Xxxxxxxx and Monticello 134 Units 5.60300 5.52266
146 33411 Palm Beach Skee's Industrial 70140 Square Feet 6.19600 6.12566
147 90245 Xxx Xxxxxxx Xxxx Xxxxx - Xx Xxxxxxx 00000 Square Feet 5.96300 5.94266
148 00000 Xxxxxxx Xxxxxxx Villas 200 Units 5.71000 5.68966
149 71457 Natchitoches Wal-Mart Plaza 45910 Square Feet 6.05000 6.02966
155 78223 Bexar Spanish Spur 160 Units 6.12550 6.10516
156 Various Various Exeter Industrial Properties 111000 Square Feet 5.66150 5.64116
158 78664 Xxxxxxxxxx Academy Sports Round Rock 67522 Square Feet 5.83400 5.81366
160 29607 Greenville Tramz Xxxxxxx Xxx - Xxxxxxxxxx 000 Rooms 6.92100 6.90066
167 79103 Potter Tramz Hampton Inn - Amarillo 116 Rooms 6.92100 6.90066
168 29607 Greenville Ashley Furniture 44917 Square Feet 5.94400 5.92366
169 77386 Montgomery The Xxxxxxxxxx 104 Units 5.56000 5.53966
164 40203 Jefferson Lofts of Broadway 83 Units 6.61890 6.54856
177 78228 Bexar Tramz Hampton Inn - San Antonio 123 Rooms 6.92100 6.90066
178 63137 St Louis Hidden Park Apartments 168 Units 5.70700 5.59666
179 35209 Jefferson Grand Twin 90528 Square Feet 5.74150 5.72116
181 87109 Bernalillo Tramz Hampton Inn - Albuquerque 124 Rooms 6.92100 6.90066
182 75206 Xxxxxx XXXXX Building 49783 Square Feet 6.20700 6.18666
183 18508 Lackawanna Crossgate Center 48938 Square Feet 5.96500 5.94466
184 55344 Hennepin Tramz Hampton Inn - Eden Prairie 121 Rooms 6.92100 6.90066
186 53085 Sheboygan Falls Parc Apartments 84 Units 5.82750 5.80716
187 27407 Guilford Tramz Xxxxxxx Xxx - Xxxxxxxxxx 000 Rooms 6.92100 6.90066
191 48313 Macomb Lakeside Retail 15066 Square Feet 6.20300 6.18266
193 45202 Xxxxxxxx Xxx Xxxxxxxxx Xxxxxxxx - Xxx. Xx 00000 Square Feet 6.18800 6.14766
195 48307 Oakland Western Knitting Xxxxx 50410 Square Feet 5.93400 5.91366
196 13057 Onondaga Tramz Hampton Inn - Syracuse 115 Rooms 6.92100 6.90066
199 30093 Gwinnett Harbin Springs Apartments 100 Units 5.65800 5.63766
201 78226 Bexar Xxxxxxx Xxxxxx 000 Units 6.12550 6.10516
203 76308 Wichita Best Xxx-Xxxxxxxx Xxxxx 00000 Square Feet 5.82650 5.80616
206 29414 Charleston Ashley Self Storage 488 Units 5.76900 5.74866
209 33034 Miami-Dade Florida City - Extra Space Storage 570 Units 5.63250 5.61216
211 78223 Bexar Pecan Manor 96 Units 6.12550 6.10516
212 78232 Xxxxx Xxxxxxx Xxxxxx Xxx Xxxxxxx 00000 Square Feet 5.80900 5.78866
214 89148 Xxxxx Sun West Promenade Building I 11932 Square Feet 5.77700 5.75666
215 07054 Xxxxxx 0000-0000 Xxxxxxxxxx Xxxxxxxxx 45606 Square Feet 5.54850 5.52816
216 75062 Dallas Las Colinas Office 23000 Square Feet 6.24750 6.22716
219 07869 Xxxxxx Xxxxxxx Commerce Center 40202 Square Feet 5.76300 5.67266
224 06880 Fairfield 000 Xxxx Xxxx 00000 Xxxxxx Feet 6.21150 6.19116
225 41042 Xxxxx Spiral Plaza 55400 Square Feet 5.62100 5.56066
226 96080 Tehama Comfort Inn - Red Bluff 67 Rooms 6.35400 6.33366
231 00000 Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx 00000 Square Feet 5.80900 5.78866
242 33409 Palm Beach 1550 North Congress 30144 Square Feet 6.23750 6.16716
Original Cutoff Rem. Maturity/ Amort. Rem. Monthly Debt Servicing Accrual ARD
Loan # Balance Balance Term Term ARD Date Term Amort. Service Fee Rate Type (Y/N)
------ ----------- ----------- ------ ----- --------- ------ ------ ------------- --------- ---------- -----
5 203,000,000 203,000,000 120 118 05/01/17 0 0 959,547 0.02000 Actual/360 No
6 174,000,000 174,000,000 120 119 06/01/17 0 0 830,628 0.02000 Actual/360 No
23 53,000,000 53,000,000 120 119 06/01/17 0 0 275,362 0.02000 Actual/360 No
26 49,675,000 49,675,000 120 120 07/01/17 360 360 313,392 0.02610 Actual/360 No
27 47,500,000 47,500,000 60 58 05/01/12 360 360 281,421 0.02000 Actual/360 No
31 38,950,000 38,950,000 120 120 07/01/17 0 0 211,162 0.02000 Actual/360 No
34 36,000,000 36,000,000 120 120 07/01/17 360 360 205,761 0.02000 Actual/360 No
36 35,100,000 35,100,000 120 119 06/01/17 0 0 171,547 0.04000 Actual/360 No
39 34,155,000 34,155,000 84 82 05/01/14 0 0 167,476 0.02000 Actual/360 No
41 33,600,000 33,600,000 120 119 06/01/17 360 360 192,626 0.04500 Actual/360 No
43 30,500,000 30,500,000 60 56 03/01/12 0 0 150,701 0.02000 Actual/360 No
50 28,000,000 28,000,000 120 120 07/01/17 300 300 173,335 0.04500 Actual/360 No
55 22,800,000 22,775,781 120 119 06/01/17 360 359 131,737 0.07000 Actual/360 No
56 22,000,000 22,000,000 120 119 06/01/17 0 0 106,583 0.04000 Actual/360 No
58 21,300,000 21,300,000 60 55 02/01/12 0 0 106,872 0.06000 Actual/360 No
62 20,400,000 20,400,000 120 119 06/01/17 0 0 95,643 0.01000 Actual/360 No
64 20,000,000 20,000,000 120 119 06/01/17 360 360 116,435 0.01000 Actual/360 No
73 16,925,000 16,925,000 120 120 07/01/17 360 360 96,736 0.02000 Actual/360 No
76 16,240,000 16,240,000 120 119 06/01/17 360 360 94,206 0.02000 Actual/360 No
79 15,060,000 15,060,000 120 118 05/01/17 360 360 89,485 0.02000 Actual/360 No
80 15,000,000 15,000,000 120 119 06/01/17 360 360 89,177 0.07000 Actual/360 No
86 13,500,000 13,500,000 120 120 07/01/17 300 300 83,548 0.02000 Actual/360 No
90 12,750,000 12,750,000 120 116 03/01/17 360 360 79,398 0.02000 Actual/360 No
91 12,600,000 12,600,000 60 56 03/01/12 360 360 72,370 0.02000 Actual/360 No
94 12,200,000 12,200,000 60 59 06/01/12 0 0 61,095 0.02000 Actual/360 No
95 12,200,000 12,187,739 120 119 06/01/17 360 359 72,757 0.02000 Actual/360 No
97 11,400,000 11,400,000 120 119 06/01/17 0 0 59,000 0.02000 Actual/360 No
108 9,450,000 9,450,000 120 118 05/01/17 0 0 44,832 0.02000 Actual/360 No
114 9,200,000 9,200,000 120 120 07/01/17 300 300 63,895 0.02000 Actual/360 No
115 9,150,000 9,150,000 120 120 07/01/17 360 360 57,849 0.06000 Actual/360 No
125 8,200,000 8,200,000 120 118 05/01/17 0 0 38,580 0.06000 Actual/360 No
129 8,000,000 8,000,000 60 57 04/01/12 0 0 38,595 0.02000 Actual/360 No
130 8,000,000 7,983,981 120 118 05/01/17 360 358 45,863 0.02000 Actual/360 No
131 8,000,000 7,957,015 120 114 01/01/17 360 354 48,868 0.02000 Actual/360 No
134 7,800,000 7,800,000 120 120 07/01/17 360 360 44,582 0.02000 Actual/360 No
140 7,120,000 7,120,000 60 57 04/01/12 0 0 33,748 0.07000 Actual/360 No
141 7,050,000 7,050,000 120 120 07/01/17 360 360 40,295 0.02000 Actual/360 No
142 7,000,000 7,000,000 120 119 06/01/17 360 360 40,199 0.08000 Actual/360 No
146 6,880,000 6,880,000 120 120 07/01/17 360 360 42,120 0.07000 Actual/360 No
147 6,800,000 6,800,000 120 120 07/01/17 360 360 40,608 0.02000 Actual/360 No
148 6,638,500 6,638,500 120 118 05/01/17 360 360 38,572 0.02000 Actual/360 No
149 6,610,000 6,610,000 120 119 06/01/17 360 360 39,843 0.02000 Actual/360 No
155 6,363,000 6,363,000 120 119 06/01/17 0 0 32,932 0.02000 Actual/360 No
156 6,360,000 6,360,000 60 58 05/01/12 0 0 30,423 0.02000 Actual/360 No
158 6,265,000 6,265,000 120 118 05/01/17 360 360 36,896 0.02000 Actual/360 No
160 6,160,000 6,160,000 84 84 07/01/14 300 300 43,228 0.02000 Actual/360 No
167 5,950,000 5,950,000 84 84 07/01/14 300 300 41,754 0.02000 Actual/360 No
168 5,925,000 5,914,030 120 118 05/01/17 360 358 35,310 0.02000 Actual/360 No
169 5,888,000 5,888,000 120 120 07/01/17 360 360 33,653 0.02000 Actual/360 No
164 5,600,000 5,600,000 84 84 07/01/14 360 360 35,835 0.07000 Actual/360 No
177 5,600,000 5,600,000 84 84 07/01/14 300 300 39,298 0.02000 Actual/360 No
178 5,350,000 5,350,000 60 54 01/01/12 360 360 31,075 0.11000 Actual/360 No
179 5,320,000 5,320,000 120 119 06/01/17 360 360 31,017 0.02000 Actual/360 No
181 5,210,000 5,210,000 84 84 07/01/14 240 240 40,146 0.02000 Actual/360 No
182 5,200,000 5,200,000 60 56 03/01/12 0 0 27,271 0.02000 Actual/360 No
183 5,200,000 5,200,000 120 119 06/01/17 360 360 31,060 0.02000 Actual/360 No
184 5,180,000 5,180,000 84 84 07/01/14 300 300 36,351 0.02000 Actual/360 No
186 5,100,000 5,094,753 120 119 06/01/17 360 359 30,014 0.02000 Actual/360 No
187 5,025,000 5,025,000 84 84 07/01/14 240 240 38,721 0.02000 Actual/360 No
191 5,000,000 5,000,000 120 120 07/01/17 360 360 30,633 0.02000 Actual/360 No
193 5,000,000 4,995,199 120 119 06/01/17 360 359 30,585 0.04000 Actual/360 No
195 4,900,000 4,892,857 120 119 06/01/17 300 299 31,373 0.02000 Actual/360 No
196 4,875,000 4,875,000 84 84 07/01/14 240 240 37,565 0.02000 Actual/360 No
199 4,760,000 4,760,000 120 118 05/01/17 360 360 27,501 0.02000 Actual/360 No
201 4,709,000 4,709,000 120 119 06/01/17 0 0 24,371 0.02000 Actual/360 No
203 4,560,000 4,560,000 120 119 06/01/17 360 360 26,833 0.02000 Actual/360 No
206 4,400,000 4,400,000 120 119 06/01/17 0 0 21,447 0.02000 Actual/360 No
209 4,200,000 4,200,000 120 118 05/01/17 360 360 24,197 0.02000 Actual/360 No
211 4,128,000 4,128,000 120 119 06/01/17 0 0 21,364 0.02000 Actual/360 No
212 4,125,000 4,113,380 120 118 05/01/17 300 298 26,098 0.02000 Actual/360 No
214 4,000,000 4,000,000 120 119 06/01/17 360 360 23,412 0.02000 Actual/360 No
215 3,800,000 3,800,000 120 119 06/01/17 360 360 21,692 0.02000 Actual/360 No
216 3,800,000 3,800,000 180 178 05/01/22 360 360 23,391 0.02000 Actual/360 No
219 3,750,000 3,750,000 120 118 05/01/17 360 360 21,915 0.09000 Actual/360 No
224 3,500,000 3,500,000 120 120 07/01/17 300 300 23,005 0.02000 Actual/360 No
225 3,500,000 3,500,000 60 59 06/01/12 0 0 16,622 0.06000 Actual/360 No
226 3,500,000 3,496,745 120 119 06/01/17 360 359 21,787 0.02000 Actual/360 No
231 3,000,000 2,991,549 120 118 05/01/17 300 298 18,980 0.02000 Actual/360 No
242 2,500,000 2,500,000 120 120 07/01/17 360 360 15,373 0.07000 Actual/360 No
Crossed Originator/ Letter of
Loan # ARD Step Up (%) Title Type Loan Loan Seller Guarantor Credit
------ --------------------------- ----------- -------- ----------- -------------------------------------- -----------
5 Fee JPMCB 000 Xxxxxx Xxxxxx Associates No
Simon Property Group, Inc., Farallon
6 Fee JPMCB Capital Management No
23 Fee JPMCB Xxxx X. Xxxxxxxxx 2,500,000.0
26 Fee JPMCB Greenway Center, LLC No
27 Fee JPMCB J. Xxxxx Xxxxxx No
31 Fee JPMCB Ghent Limited Liability Company No
34 Fee JPMCB Xxxx X. Xxxxxx; Xxxxxxxxx X. Xxxxxx No
36 Fee JPMCB Xxxxxx Xxxxxx No
39 Fee JPMCB MS NHP Fund, LLC No
41 Fee JPMCB The LCP Group, L.P. No
43 Fee JPMCB Xxxxxxx X. Xxxxx No
Xxxxx Xxxxxxx Xxxxxx; Xxxxxxx Azrael;
50 Fee JPMCB Xxxxxx X. Xxxxxxx No
55 Fee JPMCB Xxxxxx X. Xxxxx No
56 Fee JPMCB Xxxxxx Xxxxxxx No
Alliance Real Estate Value Fund III,
58 Fee JPMCB LLC No
62 Fee JPMCB Xxxxxx Xxxxxxxxxxx; Xxxx Xxxxxxxxxxx No
64 Fee JPMCB Xxxxxx Xxxxxx No
73 Fee JPMCB Xxxx X. Xxxxxx; Xxxxxxxxx X. Xxxxxx No
76 Fee JPMCB Xxxxx X. Xxxxxx No
Greater of (i) IR + 2% or
79 (ii) TR + 3% Fee JPMCB Finlay Partners, LLC No
80 Fee JPMCB CCP-PC Office, L.P. No
86 Fee JPMCB HFP-3, LLC No
90 Fee JPMCB Xxxx Xxxxxxx No
91 Fee JPMCB Xxxxxxx X. Xxxxx No
Xxxx Xxxx Xxxxx; Xxxx Xxxxxxxxxx;
Xxxxxx X. Xxxxx; Xxxxxxx Xxx Xxxxxxx;
Xxxxxx Xxxxx; Xxxxx Xxxxx; Xxxxx
Xxxxxx Xxxxxxxxx; Xxxxxxx Xxxxxxxxxx;
94 Fee JPMCB Xxxxxx X. Xxxx III No
95 Fee JPMCB Xxxxxxx X. Xxxxxxx No
97 Fee JPMCB Xxxxxx X. Xxxxxxx No
108 Fee JPMCB Xxxxxxx X. Xxxxxx; Xxxxxx X. Xxxxx No
114 Fee JPMCB Xxxxxxxxx Xxxxxxxxx No
Xxxxxxxxxx Xxxx; Xxxxxxxxx Xxxxxx;
115 Fee JPMCB Chandramohini Rathod; Xxxxxxxxxx Xxxxxx No
125 Fee JPMCB Xxxxx X. Xxxxxx No
129 Fee/Leasehold JPMCB America First Real Estate Group, LLC No
Corporate Property Associates 14
Incorporated and Corporate Property
130 Fee JPMCB Associates 15 Incorporated No
Xxxxx Xxxxxxx Xxxxxx; Xxxxxxx Azrael;
131 Fee JPMCB Xxxxxx X. Xxxxxxx No
134 Fee JPMCB Xxxx X. Xxxxxx; Xxxxxxxxx X. Xxxxxx No
140 Fee JPMCB Xxxx Xxxx; Xxxxxx Xxxx No
141 Fee JPMCB Xxxx X. Xxxxxx; Xxxxxxxxx X. Xxxxxx No
142 Fee JPMCB Xxxxx X. Xxxxx No
146 Fee JPMCB Xxxxxxx X. Xxxxxxxx No
147 Fee JPMCB Xxxxxxxx X. Field 457,235.0
148 Fee JPMCB Xxxx Xxxxxxxxx No
E. Xxxxxxx Xxxxxx; Xxxxx Xxxxxxxx;
149 Fee JPMCB Xxxxxxx Xxxxxxx No
155 Fee JPMCB Xxxxxx X. Xxxxxxx No
Xxxxxxx X. Xxxxx; Xxxxxx X.
Xxxxxxxxxx, III; SFW Partners, LLC;
156 Fee JPMCB Exeter Industrial Value Fund, LP No
158 Fee JPMCB Xxxxxxxxx and Xxxxx Xxxxxx No
160 Fee A JPMCB Xxxxxxxxx Xxxxx No
167 Fee A JPMCB Xxxxxxxxx Xxxxx No
Xxxxxx Xxxxx; Xxxxxxx X. Xxxxxxx;
168 Fee JPMCB VMT-Greenville Holdings, L.L.C. 500,000.0
169 Fee JPMCB Xxxx X. Xxxxxx; Xxxxxxxxx X. Xxxxxx No
Xxxxxx Xxxxxxxx; Xxxxxxx Xxxxxxx
164 Fee JPMCB Moter, III; Xxxxx X. Xxxxxxxx, Xx. No
177 Fee A JPMCB Xxxxxxxxx Xxxxx No
178 Fee JPMCB Xxxx X. Xxxxxx No
179 Fee JPMCB Xxxxxxx Xxxxx; Xxxxxx Xxxxx No
181 Fee A JPMCB Xxxxxxxxx Xxxxx No
182 Fee JPMCB 4228 Central, LLC No
183 Fee JPMCB Xxxx Xxxxxxx; Xxxxxx Xxxxxxxx No
184 Fee A JPMCB Xxxxxxxxx Xxxxx No
186 Fee JPMCB Xxxxxxx Xxxxxx; Xxxxxxx Xxxxxxxx No
187 Fee A JPMCB Xxxxxxxxx Xxxxx No
191 Fee JPMCB Xxxxx X'Xxxxxxx; Xxxxxx Xxxxx 900,000.0
193 Fee JPMCB Xxxxx X. Diamond; Xxxxxxx X. Xxxxxxx No
Xxx X. Xxxxxx; Xxxxxxx X. Xxxxxx;
Xxxxx X. Xxxxxx; Xxx X. Xxxxxx Trust
U/A dated January 21, 1994; Xxxxxxx X.
Xxxxxx Trust U/A dated January 21,
1994; Xxxxx X. Xxxxxx Trust U/A dated
195 Fee JPMCB May 16, 2000 No
196 Fee A JPMCB Xxxxxxxxx Xxxxx No
199 Fee JPMCB Xxx Xxxxxxxx; Xxxxxx Xxxxxxx No
201 Fee JPMCB Xxxxxx X. Xxxxxxx No
203 Fee JPMCB Thanestate Investment, Inc. No
Xxxxxxx X. Xxxxxx; Xxxxxxx Xxxxxxxx;
Xxxx X. Xxxxxxxxx; Xxxxxxx X.
206 Fee JPMCB Katsoulas; Xxxxx Xxxxxx No
209 Fee JPMCB Xxxxxxx X. Xxxxxxx, Xx. No
211 Fee JPMCB Xxxxxx X. Xxxxxxx No
212 Fee JPMCB Xxxxxxx X. Xxxxxx No
214 Fee JPMCB Xxxxxx Xxxxxxx; Xxxxx Xxxx No
215 Fee JPMCB The Hampshire Generational Fund LLC 500,000.0
216 Fee JPMCB Stream Realty Partners, L.P. No
Xxxxxx Xxxxx; Xxxxx Xxxxxxxxx; R.
219 Fee JPMCB Xxxxxxxxxxx Xxxxx No
224 Fee JPMCB Xxxxx X. Xxxx No
225 Fee JPMCB CMS Educational Assets Fund, L.P. No
226 Fee JPMCB Xxxxxx Xxxxx No
231 Fee JPMCB Xxxxxxx X. Xxxxxx No
242 Fee JPMCB Xxxxxxx X. Xxxxxxxx No
UPFRONT ESCROW
----------------------------------------------------------------------------------------------------------------------
Upfront CapEx Upfront Eng. Upfront Envir. Upfront TI/LC Upfront RE Upfront Upfront
Loan # Reserve Reserve Reserve Reserve Tax Reserve Ins. Reserve Other Reserve
-------- -------------- --------------- ---------------- ---------------- ------------- ------------ --------------
5 0.00 0.00 0.00 4,079,719.00 2,495,403.79 309,917.50 0.00
6 0.00 0.00 0.00 0.00 0.00 0.00 0.00
23 0.00 0.00 0.00 0.00 30,437.05 0.00 0.00
26 0.00 0.00 0.00 1,380,000.00 99,222.94 15,204.58 0.00
27 0.00 25,875.00 0.00 150,000.00 59,732.17 149,534.92 1,108,670.00
31 0.00 25,000.00 50,000.00 0.00 143,830.45 27,334.67 0.00
34 0.00 32,631.00 0.00 0.00 211,137.38 73,323.15 0.00
36 0.00 0.00 0.00 0.00 70,921.95 0.00 0.00
39 0.00 0.00 0.00 0.00 0.00 0.00 0.00
41 0.00 95,625.00 0.00 0.00 124,952.10 120,612.00 2,561,000.00
43 0.00 7,331.25 0.00 650,000.00 172,945.56 0.00 0.00
50 0.00 0.00 0.00 0.00 198,258.51 17,193.00 0.00
55 0.00 0.00 0.00 0.00 222,538.47 3,375.00 3,390.00
56 0.00 0.00 0.00 0.00 150,785.48 0.00 0.00
58 0.00 0.00 0.00 1,000,000.00 0.00 0.00 0.00
62 0.00 0.00 0.00 0.00 201,403.33 0.00 0.00
64 0.00 0.00 0.00 0.00 176,935.51 0.00 0.00
73 0.00 57,588.00 0.00 0.00 166,663.00 112,353.53 0.00
76 0.00 24,375.00 0.00 300,000.00 74,372.55 20,940.50 0.00
79 200,000.00 4,687.50 0.00 0.00 175,647.41 9,004.33 0.00
80 0.00 0.00 0.00 0.00 165,594.62 0.00 0.00
86 0.00 0.00 0.00 0.00 237,856.85 0.00 0.00
90 0.00 168,503.00 0.00 0.00 59,553.31 9,299.25 0.00
91 0.00 0.00 0.00 0.00 21,587.59 4,886.83 500,000.00
94 0.00 0.00 0.00 0.00 93,330.76 53,240.83 0.00
95 0.00 0.00 0.00 0.00 30,045.28 36,666.67 0.00
97 0.00 4,125.00 0.00 0.00 42,778.94 14,606.52 0.00
108 0.00 0.00 0.00 0.00 13,709.11 0.00 0.00
114 0.00 0.00 0.00 275,819.00 32,115.82 2,848.00 0.00
115 0.00 15,312.50 0.00 0.00 27,773.64 8,351.50 1,504,700.00
125 0.00 0.00 0.00 0.00 16,000.00 18,702.83 0.00
129 0.00 0.00 0.00 0.00 38,299.80 23,234.17 596,576.06
130 0.00 0.00 0.00 0.00 0.00 0.00 0.00
131 0.00 0.00 0.00 0.00 27,767.54 2,878.67 0.00
134 0.00 0.00 0.00 0.00 111,458.32 24,950.27 0.00
140 0.00 625.00 0.00 0.00 41,139.12 27,674.37 0.00
141 0.00 0.00 0.00 0.00 102,083.33 29,353.28 1,000,000.00
142 0.00 172,187.50 0.00 0.00 52,589.81 19,469.00 0.00
146 0.00 0.00 0.00 0.00 47,013.23 0.00 0.00
147 0.00 0.00 0.00 0.00 15,061.41 1,608.00 0.00
148 0.00 0.00 0.00 0.00 32,981.70 6,014.18 0.00
149 0.00 0.00 0.00 0.00 19,781.72 4,146.00 16,800.00
155 0.00 0.00 0.00 0.00 23,777.08 7,935.31 0.00
156 0.00 124,500.00 0.00 0.00 26,688.88 6,663.50 350,000.00
158 0.00 0.00 0.00 0.00 0.00 1,745.50 0.00
160 0.00 0.00 0.00 0.00 23,714.60 11,840.00 0.00
167 0.00 0.00 0.00 0.00 45,045.03 11,666.67 0.00
168 0.00 0.00 0.00 0.00 0.00 0.00 4,500.00
169 0.00 0.00 0.00 0.00 59,710.00 17,593.46 0.00
164 0.00 0.00 0.00 0.00 20,235.88 3,522.00 0.00
177 0.00 0.00 0.00 0.00 51,933.97 12,124.00 0.00
178 84,000.00 5,122.50 0.00 0.00 10,259.11 51,138.75 0.00
179 0.00 40,511.00 0.00 0.00 24,557.13 14,488.25 0.00
181 0.00 0.00 0.00 0.00 9,563.58 11,173.33 0.00
182 0.00 0.00 0.00 0.00 0.00 0.00 0.00
183 0.00 0.00 0.00 0.00 40,974.22 1,262.50 0.00
184 0.00 0.00 0.00 0.00 45,064.00 12,683.00 0.00
186 0.00 0.00 0.00 0.00 0.00 1,322.00 0.00
187 0.00 0.00 0.00 0.00 36,212.04 11,444.67 0.00
191 0.00 0.00 0.00 0.00 30,196.90 3,295.25 150,000.00
193 0.00 47,895.00 0.00 75,000.00 15,089.44 12,956.35 33,333.00
195 0.00 0.00 0.00 200,000.00 80,132.05 14,766.92 0.00
196 0.00 0.00 0.00 0.00 74,653.83 13,888.33 0.00
199 0.00 0.00 0.00 0.00 38,836.61 5,216.25 0.00
201 0.00 4,375.00 0.00 0.00 16,382.08 5,906.06 0.00
203 0.00 0.00 0.00 0.00 55,808.24 3,198.50 0.00
206 0.00 0.00 0.00 0.00 26,325.83 2,723.25 0.00
209 0.00 0.00 0.00 0.00 70,229.34 0.00 0.00
211 0.00 0.00 0.00 0.00 14,651.88 5,028.63 0.00
212 0.00 0.00 0.00 0.00 0.00 0.00 0.00
214 0.00 0.00 0.00 138,537.00 6,882.00 726.00 450,000.00
215 0.00 0.00 0.00 0.00 0.00 0.00 0.00
216 0.00 0.00 0.00 0.00 0.00 0.00 0.00
219 0.00 0.00 0.00 0.00 12,508.60 1,602.00 0.00
224 0.00 0.00 0.00 0.00 2,886.94 2,167.50 0.00
225 0.00 0.00 0.00 0.00 0.00 0.00 0.00
226 46,230.00 0.00 0.00 0.00 42,637.46 0.00 65,362.20
231 0.00 0.00 0.00 0.00 0.00 0.00 0.00
242 0.00 0.00 0.00 200,000.00 17,256.75 0.00 0.00
MONTHLY ESCROW
-----------------------------------------------------------------------------------------------
Monthly Capex Monthly Envir. Monthly TI/LC Monthly RE Monthly Ins. Monthly Other
Loan # Reserve Reserve Reserve Tax Reserve Reserve Reserve
------- ------------- -------------- ------------- -------------- --------------- -------------
5 8071.04 0.00 50000.00 415900.63 51652.92 0.00
6 0.00 0.00 0.00 0.00 0.00 0.00
23 0.00 0.00 0.00 30437.05 0.00 0.00
26 0.00 0.00 0.00 99222.94 2172.08 0.00
27 3664.78 0.00 0.00 11946.43 13594.08 0.00
31 1580.69 0.00 28824.17 23971.74 6833.67 0.00
34 5862.50 0.00 0.00 23459.71 10474.74 0.00
36 2724.00 0.00 0.00 23640.65 0.00 0.00
39 0.00 0.00 0.00 0.00 0.00 0.00
41 34366.50 0.00 0.00 17547.00 10488.00 0.00
43 2371.80 0.00 0.00 28824.26 0.00 0.00
50 0.00 0.00 11310.00 19826.85 1563.00 0.00
55 0.00 0.00 0.00 37089.75 1125.00 0.00
56 21431.50 0.00 0.00 30157.10 0.00 0.00
58 2856.96 0.00 0.00 0.00 0.00 0.00
62 0.00 0.00 0.00 25175.42 0.00 0.00
64 0.00 0.00 0.00 22116.94 0.00 0.00
73 7200.00 0.00 0.00 23809.00 16050.50 0.00
76 0.00 0.00 0.00 14874.51 3490.08 0.00
79 4641.00 0.00 0.00 29274.57 4502.17 0.00
80 1206.75 0.00 0.00 27599.10 0.00 0.00
86 0.00 0.00 0.00 23785.69 0.00 0.00
90 1270.15 0.00 4167.00 29776.66 1033.25 0.00
91 682.55 0.00 2388.93 7195.86 2443.42 0.00
94 7208.40 0.00 0.00 23332.69 10648.16 0.00
95 1625.39 0.00 0.00 5007.55 3333.33 0.00
97 5443.15 0.00 0.00 14259.65 7303.26 0.00
108 1179.17 0.00 0.00 6854.55 0.00 0.00
114 1728.13 0.00 18518.52 3568.42 2848.00 0.00
115 0.00 0.00 0.00 6943.41 2783.83 0.00
125 0.00 0.00 0.00 13828.55 2671.83 0.00
129 2200.00 0.00 0.00 9574.95 3319.17 0.00
130 0.00 0.00 0.00 0.00 0.00 0.00
131 0.00 0.00 0.00 3470.94 719.67 0.00
134 2933.00 0.00 0.00 15922.62 3564.32 0.00
140 3791.50 0.00 0.00 8227.82 3459.30 0.00
141 3733.00 0.00 0.00 14583.33 4193.33 0.00
142 2216.67 0.00 0.00 7512.83 1867.16 0.00
146 493.45 0.00 2506.55 9402.65 0.00 0.00
147 0.00 0.00 0.00 5020.47 526.00 0.00
148 4633.33 0.00 0.00 8245.42 6014.18 0.00
149 573.88 0.00 0.00 3296.95 2073.00 0.00
155 3060.56 0.00 0.00 7925.69 3967.66 0.00
156 1384.12 0.00 0.00 13344.44 3331.75 0.00
158 562.67 0.00 0.00 0.00 872.75 0.00
160 8498.92 0.00 0.00 3387.80 2960.00 0.00
167 8533.75 0.00 0.00 7507.50 2916.67 0.00
168 389.64 0.00 0.00 0.00 0.00 0.00
169 1733.00 0.00 0.00 8530.00 2513.35 0.00
164 204.35 0.00 0.00 2890.84 1761.00 0.00
177 9175.00 0.00 0.00 8655.66 3031.00 0.00
178 3500.00 0.00 0.00 5129.55 3933.75 0.00
179 1135.00 0.00 0.00 3578.32 2.069.75 0.00
181 7963.33 0.00 0.00 3187.86 2793.33 0.00
182 0.00 0.00 0.00 0.00 0.00 0.00
183 616.73 0.00 4111.50 5853.46 631.25 0.00
184 8083.92 0.00 0.00 11266.24 3170.75 0.00
186 0.00 0.00 0.00 8086.07 1322.00 0.00
187 8300.17 0.00 0.00 4526.51 2861.17 0.00
191 0.00 0.00 0.00 3774.61 470.75 0.00
193 1450.00 0.00 8167.00 7544.72 1079.70 0.00
195 630.00 0.00 0.00 11447.44 1135.92 0.00
196 8975.75 0.00 0.00 12442.31 3472.08 0.00
199 2031.45 0.00 0.00 4487.79 1738.75 0.00
201 2168.12 0.00 0.00 5460.69 2953.03 0.00
203 250.33 0.00 0.00 9301.37 1066.17 0.00
206 0.00 0.00 0.00 5265.17 907.75 0.00
209 530.00 0.00 0.00 8778.67 0.00 0.00
211 1922.94 0.00 0.00 4883.96 2514.31 0.00
212 0.00 0.00 0.00 0.00 0.00 0.00
214 0.00 0.00 0.00 2294.00 363.00 0.00
215 0.00 0.00 0.00 0.00 0.00 0.00
216 0.00 0.00 0.00 0.00 0.00 0.00
219 335.02 0.00 1666.67 6254.30 534.00 0.00
224 0.00 0.00 0.00 2886.94 722.50 0.00
225 0.00 0.00 0.00 0.00 0.00 0.00
226 0.00 0.00 0.00 0.00 0.00 0.00
231 0.00 0.00 0.00 0.00 0.00 0.00
242 443.19 0.00 1556.81 3451.35 0.00 0.00
Remaining
Interest Final Amortization
Grace Lockbox Defeasance Accrual Loan Maturity Term for
Loan # Period In-place Property Type Permitted Period Group Date Balloon Loans
------ ------ -------- ------------------- ----------- ---------- --------- ----------- --------------
5 0 Yes Office Yes Actual/360 1
6 5 Yes Retail Yes Actual/360 1
23 0 Yes Office Yes Actual/360 1
26 7 No Retail No Actual/360 1 360
27 5 No Industrial Yes Actual/360 1 360
31 7 Yes Office Yes Actual/360 1
34 7 No Multifamily Yes Actual/360 2 360
36 7 No Retail Yes Actual/360 1
39 10 Yes Senior Housing Yes Actual/360 1
41 5 Yes Hotel Yes Actual/360 1 360
43 5 No Office Yes Actual/360 1
50 5 Yes Office Yes Actual/360 1 300
55 7 Yes Retail Yes Actual/360 1 360
56 7 No Hotel Yes Actual/360 1
58 7 No Office Yes Actual/360 1
62 7 No Retail Yes Actual/360 1
64 7 No Retail Yes Actual/360 1 360
73 7 No Multifamily Yes Actual/360 2 360
76 5 No Retail Yes Actual/360 1 360
79 10 No Multifamily Yes Actual/360 2 05/01/37 360
80 7 No Office Yes Actual/360 1 360
86 7 No Office Yes Actual/360 1 300
90 7 No Retail Yes Actual/360 1 360
91 7 No Office Yes Actual/360 1 360
94 7 No Multifamily Yes Actual/360 2
95 7 No Self Storage Yes Actual/360 1 360
97 7 No Multifamily Yes Actual/360 2
108 5 No Manufactured Housing Yes Actual/360 2
114 7 No Office Yes Actual/360 1 300
115 7 No Hotel Yes Actual/360 1 360
125 10 No Multifamily Yes Actual/360 2
129 7 No Multifamily Yes Actual/360 2
130 10 Yes Retail Yes Actual/360 1 360
131 7 No Office Yes Actual/360 1 360
134 7 No Multifamily Yes Actual/360 2 360
140 7 No Multifamily Yes Actual/360 2
141 7 No Multifamily Yes Actual/360 2 360
142 7 No Multifamily Yes Actual/360 2 360
146 10 No Industrial Yes Actual/360 1 360
147 7 No Industrial No Actual/360 1 360
148 7 No Multifamily Yes Actual/360 2 360
149 7 No Retail Yes Actual/360 1 360
155 7 No Multifamily Yes Actual/360 2
156 7 No Industrial No Actual/360 1
158 7 Yes Retail Yes Actual/360 1 360
160 10 No Hotel Yes Actual/360 1 300
167 10 No Hotel Yes Actual/360 1 300
168 7 No Retail Yes Actual/360 1 360
169 7 No Multifamily Yes Actual/360 2 360
164 7 No Multifamily No Actual/360 2 360
177 10 No Hotel Yes Actual/360 1 300
178 7 No Multifamily Yes Actual/360 2 360
179 7 No Office Yes Actual/360 1 360
181 10 No Hotel Yes Actual/360 1 240
182 10 No Office Yes Actual/360 1
183 7 No Office Yes Actual/360 1 360
184 10 No Hotel Yes Actual/360 1 300
186 7 No Multifamily Yes Actual/360 2 360
187 10 No Hotel Yes Actual/360 1 240
191 7 No Retail Yes Actual/360 1 360
193 7 No Office Yes Actual/360 1 360
195 7 No Office Yes Actual/360 1 300
196 10 No Hotel Yes Actual/360 1 240
199 7 No Multifamily Yes Actual/360 2 360
201 7 No Multifamily Yes Actual/360 2
203 7 Yes Retail Yes Actual/360 1 360
206 7 No Mixed Use No Actual/360 1
209 7 No Self Storage Yes Actual/360 1 360
211 7 No Multifamily Yes Actual/360 2
212 7 Yes Retail Yes Actual/360 1 300
214 7 No Retail Yes Actual/360 1 360
215 7 No Office Yes Actual/360 1 360
216 10 Yes Office Yes Actual/360 1 360
219 7 No Industrial Yes Actual/360 1 360
224 7 No Mixed Use Yes Actual/360 1 300
225 7 No Mixed Use Yes Actual/360 1
226 7 No Hotel Yes Actual/360 1 360
231 7 Yes Retail Yes Actual/360 1 300
242 10 No Industrial Yes Actual/360 1 360
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) as of the Cut-off Date 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 Agreement to Appointment of Master Servicer, 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
Agreement to Appointment of Master Servicer, 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 Closing Date, the related
Mortgagor is not a debtor in any bankruptcy, receivership, conservatorship,
reorganization, insolvency, moratorium or similar proceeding.
(6) Each Mortgage Loan is secured by the related Mortgage which
establishes and creates a valid and subsisting first priority lien on the
related Mortgaged Property, or leasehold interest therein, comprising real
estate, free and clear of any liens, claims, encumbrances, participation
interests, pledges, charges or security interests subject only to Permitted
Encumbrances. Such Mortgage, together with any separate security agreement, UCC
Financing Statement or similar agreement, if any, establishes and creates a
first priority security interest in favor of the Seller in all personal property
owned by the Mortgagor that is used in, and is reasonably necessary to, the
operation of the related Mortgaged Property and, to the extent a security
interest may be created therein and perfected by the filing of a UCC Financing
Statement under the Uniform Commercial Code as in effect in the relevant
jurisdiction, the proceeds arising from the Mortgaged Property and other
collateral securing such Mortgage Loan, subject only to Permitted Encumbrances.
There exists with respect to such Mortgaged Property an assignment of leases and
rents provision, either as part of the related Mortgage or as a separate
document or instrument, which establishes and creates a first priority security
interest in and to leases and rents arising in respect of the related Mortgaged
Property, subject only to Permitted Encumbrances. Except for the holder of the
Subordinate Companion Loan with respect to the AB Mortgage Loans, to the
Seller's knowledge, no person other than the related Mortgagor and the mortgagee
own any interest in any payments due under the related leases. The related
Mortgage or such assignment of leases and rents provision provides for the
appointment of a receiver for rents or allows the holder of the related Mortgage
to enter into possession of the related Mortgaged Property to collect rent or
provides for rents to be paid directly to the holder of the related Mortgage in
the event of a default beyond applicable notice and grace periods, if any, under
the related Mortgage Loan documents. As of the origination date there were, 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
Mortgaged Property secures any mortgage loan not represented on the Mortgage
Loan Schedule other than a Companion Loan; no Mortgage Loan is
cross-collateralized or cross-defaulted with any other mortgage loan other than
one or more Mortgage Loans as shown on the Mortgage Loan Schedule or a Companion
Loan; no Mortgage Loan is secured by property which secures another mortgage
loan other than one or more Mortgage Loans as shown on the Mortgage Loan
Schedule. Notwithstanding the foregoing, no representation is made as to the
perfection of any security interest in rent, operating revenues or other
personal property to the extent that possession or control of such items or
actions other than the recordation of the Mortgage or the Assignment of 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
paragraph (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. Such Title
Insurance Policy contains no material exceptions for, or affirmatively insures
against any losses arising from (other than in jurisdictions in which
affirmative insurance is unavailable), (a) lack of access to public roads, (b)
material encroachments of any part of the building thereon over easements and
(c) the land shown on the survey not being the same as the property legally
described in the Mortgage.
(9) The related Assignment of Mortgage and the related assignment of the
Assignment of Leases executed in connection with each Mortgage, if any, have
been recorded in the applicable jurisdiction (or, if not recorded, have been
submitted for recording or are in recordable form (but for the insertion of the
name and address of the assignee and any related recording information which is
not yet available to the Seller)) and constitute the legal, valid and binding
assignment of such Mortgage and the related Assignment of Leases from the Seller
to the Purchaser. The endorsement of the related Mortgage Note by the Seller
constitutes the legal, valid, binding and enforceable (except as such
enforcement may be limited by anti-deficiency laws or bankruptcy, receivership,
conservatorship, reorganization, insolvency, moratorium or other similar laws
affecting the enforcement of creditors' rights generally, and by general
principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law)) assignment of such Mortgage Note, and together
with such Assignment of Mortgage and the related assignment of Assignment of
Leases, legally and validly conveys all right, title and interest in such
Mortgage Loan and Mortgage Loan documents to the Purchaser.
(10) (i) 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 fraud or
material misrepresentation by the related Mortgagor and/or its principals.
Additionally, the Mortgage Loan documents for each Mortgage Loan provide that
the related Mortgagor and at least one individual or entity shall be liable to
the Seller for any losses incurred by the Seller, its successors and assigns,
generally due to (i) the misapplication or misappropriation of rents, insurance
proceeds or condemnation awards, (ii) any act of actual waste, and (iii) any
breach of the environmental covenants contained in the related Mortgage Loan
documents.
(ii) 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).
(iii) 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.
(iv) The terms of the Mortgage Loans or the related Mortgage Loan
documents, have not been altered, impaired, modified or waived in any
material respect, except prior to the Cut-off Date by written instrument
duly submitted for recordation, to the extent required, and as
specifically set forth in the related Mortgage File, and no such
alterations, impairments, modifications or waivers have been completed or
consented to since the later of May 22, 2007 or the date of receipt by the
Seller at or following the closing of the Mortgage Loan, of the Mortgage
Loan documents in the final form that will constitute the related Mortgage
File.
(v) With respect to each Mortgage which is a deed of trust, a
trustee, duly qualified under applicable law to serve as such, currently
so serves and is named in the deed of trust or has been substituted in
accordance with applicable law, and no fees or expenses are or will become
payable to the trustee under the deed of trust, except in connection with
a trustee's sale after default by the Mortgagor other than de minimis fees
paid in connection with the release of the related Mortgaged Property or
related security for such Mortgage Loan following payment of such Mortgage
Loan in full.
(11) 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 and no such immaterial
releases have occurred since June 1, 2007.
(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
shall be unimproved and shall not have been 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, as of the Closing Date,
there is no other material default under any of the related Mortgage Loan
documents, after giving effect to any applicable notice and/or grace period; no
such material default or breach has been waived by the Seller or on its behalf
or, to the Seller's knowledge, by the Seller's predecessors in interest with
respect to the Mortgage Loans; and, to the Seller's actual knowledge, no event
has occurred which, with the passing of time or giving of notice would
constitute a material default or breach; provided, however, that the
representations and warranties set forth in this sentence do not cover any
default, breach, violation or event of acceleration that specifically pertains
to or arises out of any subject matter otherwise covered by any other
representation or warranty made by the Seller in this Exhibit B. No Mortgage
Loan has been accelerated and no foreclosure or power of sale proceeding has
been initiated in respect of the related Mortgage. The Seller has not waived any
material claims against the related Mortgagor under any non-recourse exceptions
contained in the Mortgage Note.
(14) (i) The principal amount of the Mortgage Loan stated on the Mortgage
Loan Schedule has been fully disbursed as of the Closing Date specified therein
(except for certain amounts that were fully disbursed by the mortgagee, but were
escrowed pursuant to the terms of the related Mortgage Loan documents) and there
are no future advances required to be made by the mortgagee under any of the
related Mortgage Loan documents. Any requirements under the related Mortgage
Loan documents regarding the completion of any on-site or off-site improvements
and to disbursements of any escrow funds therefor have been or are being
complied with or such escrow funds are still being held. The value of the
Mortgaged Property relative to the value reflected in the most recent appraisal
thereof is not 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 Loans, 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.
(ii) 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.
(iii) 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.
(iv) 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, funding and servicing of the
Mortgage Loans, including but not limited to, usury and any and all other
material requirements of any federal, state or local law to the extent
non-compliance would have a material adverse effect on the Mortgage Loan.
(16) To the Seller's knowledge and subject to paragraph (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 paragraph (37) hereof, as of the Closing Date, the
related Mortgaged Property is, in all material respects, in compliance with, and
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, 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) (i) As of the date of, and in reliance upon, the applicable
engineering report (which was performed within 12 months prior to the Cut-off
Date) related to the Mortgaged Property and, to Seller's knowledge as of the
Closing Date, the related Mortgaged Property is either (i) in good repair, free
and clear of any damage that would materially adversely affect the value of such
Mortgaged Property as security for such Mortgage Loan or the use and operation
of the Mortgaged Property as it was being used or operated as of the origination
date or (ii) escrows in an amount consistent with the standard utilized by the
Seller with respect to similar loans it holds for its own account have been
established, which escrows will in all events be not less than 100% of the
estimated cost of the required repairs. Since the origination date, to the
Seller's knowledge, such Mortgaged Property has not been damaged by fire, wind
or other casualty or physical condition (including, without limitation, any soil
erosion or subsidence or geological condition), which damage has not been fully
repaired or fully insured, or for which escrows in an amount consistent with the
standard utilized by the Seller with respect to loans it holds for its own
account have not been established.
(ii) 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) With respect to the Mortgage Loans that are identified on Exhibit A
as being secured in whole or in part by a leasehold estate (a "Ground Lease")
(except with respect to any Mortgage Loan also secured by the related fee
interest in the Mortgaged Property):
(i) 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;
(ii) such Ground Lease is not subject to any liens or encumbrances
superior to, or of equal priority with, the related Mortgage, other than
the related fee interest and Permitted Encumbrances and such Ground Lease
is, and shall remain, prior to any mortgage or other lien upon the related
fee interest (other than the Permitted Encumbrances) unless a
nondisturbance agreement is obtained from the holder of any mortgage on
the fee interest which is assignable to or for the benefit of the related
lessee and the related mortgagee;
(iii) such Ground Lease or another agreement received by the
originator of the Mortgage Loan from the ground lessor 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 becomes the owner of such interest, such interest is
further assignable by such mortgagee and its successors and assigns upon
notice to such lessor, but without a need to obtain the consent of such
lessor;
(iv) such Ground Lease is in full force and effect and no default of
tenant or ground lessor was in existence at origination, or to the
Seller's knowledge, is currently in existence under such Ground Lease, nor
at origination was, or to the Seller's knowledge, is there any condition
which, but for the passage of time or the giving of notice, would result
in a default under the terms of such Ground Lease; either such Ground
Lease or a separate agreement contains the ground lessor's covenant that
it shall not amend, modify, cancel or terminate such Ground Lease without
the prior written consent of the mortgagee under such Mortgage and any
amendment, modification, cancellation or termination of the Ground Lease
without the prior written consent of the related mortgagee, or its
successors or assigns is not binding on such mortgagee, or its successor
or assigns;
(v) 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;
(vi) 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;
(vii) 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 the later of (i) 10 years beyond the
amortization term or (ii) 20 years beyond the stated maturity date of the
related Mortgage Loan;
(viii) 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
(ix) 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) (i) With respect to each Mortgaged Property, except for the Mortgaged
Properties related to 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 the related Mortgage Loan and a copy is included in the Servicing File.
(ii) 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, (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, which actions do not require such party to incur
any material cost or expense 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;
(iii) 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.
(iv) 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.
(v) Each of the Mortgage Loans which has an outstanding principal
balance not greater than $3,000,000 and is covered by a lender's
environmental insurance policy obtained in lieu of an Environmental Site
Assessment ("In Lieu of Policy") is identified on Schedule I, and each In
Lieu of Policy is in an amount equal to 125% of the outstanding principal
balance of the related Mortgage Loan and has a term ending no sooner than
the date which is five years after the maturity date (or, in the case of
an ARD Loan, the final maturity date) of the related Mortgage Loan, is
non-cancelable by the insurer during such term and the premium for such
policy has been paid in full. All environmental assessments or updates
that were in the possession of the Seller and that relate to a Mortgaged
Property identified on Schedule I as being insured by an In Lieu of Policy
have been delivered to or disclosed to the In Lieu of Policy carrier
issuing such policy prior to the issuance of such policy.
(22) As of the date of origination of the related Mortgage Loan, and, as
of the Closing Date, the Mortgaged Property is covered by insurance policies
providing the coverage described below and the Mortgage Loan documents permit
the mortgagee to require the coverage described below. All premiums with respect
to the Insurance Policies insuring each Mortgaged Property have been paid in a
timely manner or escrowed to the extent required by the Mortgage Loan documents,
and the Seller has not received any notice of cancellation or termination. The
relevant Servicing File contains the Insurance Policy required for such Mortgage
Loan or a certificate of insurance for such Insurance Policy. Each Mortgage
requires that the related Mortgagor maintain the following Insurance Policies
(subject to customary deductibles): (A) insurance covering the Mortgaged
Property and all improvements thereon providing coverage 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 in an amount equal to the lesser of (i) the full replacement
cost of such Mortgaged Property (in some cases exclusive of excavations,
underground utilities, foundations and footings) and (ii) the outstanding
principal balance of the related Mortgage Loan with an appropriate endorsement
to avoid application of any coinsurance provision; such policies contain a
standard mortgage clause naming mortgagee and its successor in interest as
additional insureds or loss payee, as applicable; (B) business interruption or
rental loss insurance in an amount at least equal to (a) 12 months of operations
or (b) in some cases all rents and other amounts customarily insured under this
type of insurance of the Mortgaged Property; (C) flood insurance (if any portion
of the improvements on the Mortgaged Property is located in an area identified
by the Federal Emergency Management Agency ("FEMA"), with respect to certain
Mortgage Loans and the Secretary of Housing and Urban Development with respect
to other Mortgage Loans, as having special flood hazards) in an amount not 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:VIII (or, with
respect to those Mortgage Loans with a principal balance as of the Cut-off Date
of $5,000,000 or less, A-:VI) from A.M. Best Company or "A-" (or the equivalent)
from Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx
Companies, Inc., Fitch, Inc. or Xxxxx'x Investors Service, Inc. An architectural
or engineering consultant has performed an analysis of each of the Mortgaged
Properties located in seismic zones 3 or 4 in connection with the origination of
the related Mortgage Loan 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 instances, the PML was based on a 450 or 475-year lookback with a 10%
probability of exceedance in a 50-year period. If the resulting report concluded
that the PML would exceed 20% of the amount of the replacement costs of the
improvements, earthquake insurance on such Mortgaged Property was obtained by an
insurer rated at least A:VIII (or, with respect to those Mortgage Loans with a
principal balance as of the Cut-off Date of $5,000,000 or less, A-:VI) by A.M.
Best Company or "A-" (or the equivalent) from Standard & Poor's Ratings
Services, a division of The XxXxxx-Xxxx Companies, Inc., Fitch, Inc. or Xxxxx'x
Investors Service, Inc. If the Mortgaged Property is located in Florida or
within 25 miles of the coast of Texas, Louisiana, Mississippi, Alabama, Georgia,
South Carolina or North Carolina, such Mortgaged Property is insured by
windstorm insurance in an amount at least equal to the lesser of (i) the
outstanding principal balance of such Mortgage Loan and (ii) 100% of the full
insurable value, or 100% of the replacement cost, of the improvements located on
the related Mortgaged Property. 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
as reserves 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) 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 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 $5,000,000 included in the Trust
Fund is an entity whose Mortgage Loan documents require that it be a Single
Purpose Entity and, with respect to a Mortgage Loan with a principal balance as
of the Cut-off Date in excess of $15,000,000 included in the Trust Fund is an
entity whose organizational documents or related Mortgage Loan documents provide
that it is, and at least so long as the Mortgage Loan is outstanding will
continue to be, a Single Purpose Entity. For this purpose, "Single Purpose
Entity" shall mean a Person, other than an individual, whose organizational
documents or Mortgage Loan documents provide that it shall engage solely in the
business of owning and operating the Mortgaged Property and which does not
engage in any business unrelated to such property and the financing thereof,
does not have any assets other than those related to its interest in the
Mortgaged Property or the financing thereof or any indebtedness other than as
permitted by the related Mortgage or the other Mortgage Loan documents, and the
organizational documents of which require that it have its own separate books
and records and its own accounts, in each case which are separate and apart from
the books and records and accounts of any other Person. The Mortgage File or
Servicing File for each Mortgage Loan having an original principal balance of
$40,000,000 or more contains a counsel's opinion regarding non-consolidation of
the Mortgagor in any insolvency proceeding involving any other party. The
organizational documents of any Mortgagor on a Mortgage Loan having an original
principal balance of $40,000,000 or more which is a single member limited
liability company provide that the Mortgagor shall not dissolve or liquidate
upon the bankruptcy or dissolution of the sole member.
(31) The gross proceeds of each Mortgage Loan to the related Mortgagor at
origination did not exceed the non-contingent principal amount of the Mortgage
Loan and either: (A) such Mortgage Loan is secured by an interest in real
property having a fair market value (1) at the date the Mortgage Loan was
originated at least equal to 80% of the original principal balance of the
Mortgage Loan or (2) at the Closing Date at least equal to 80% of the original
principal balance of the Mortgage Loan on such date; provided that for purposes
hereof, the fair market value of the real property interest must first be
reduced by (X) the amount of any lien on the real property interest that is
senior to the Mortgage Loan and (Y) a proportionate amount of any lien that is
in parity with the Mortgage Loan (unless such other lien secures a Mortgage Loan
that is cross-collateralized with such Mortgage Loan, in which event the
computation described in clauses (1) and (2) of this paragraph (31) shall be
made on a pro rata basis in accordance with the fair market values of the
Mortgaged Properties securing such cross-collateralized Mortgage Loan); or (B)
substantially all the proceeds of such Mortgage Loan were used to acquire,
improve or protect the real property which served as the only security for such
Mortgage Loan (other than a recourse feature or other third party credit
enhancement within the meaning of Treasury Regulations Section
1.860G-2(a)(1)(ii)). If the Mortgage Loan was "significantly modified" prior to
the Closing Date so as to result in a taxable exchange under Section 1001 of the
Code, it either (i) was modified as a result of the default or reasonably
foreseeable default of such Mortgage Loan or (ii) satisfies the provisions of
either clause (A)(1) above (substituting the date of the last such modification
for the date the Mortgage Loan was originated) or clause (A)(2), including the
proviso thereto. The Mortgage Loan is a "qualified mortgage" within the meaning
of Section 860G(a)(3) of the Code (but without regard to the rule in Treasury
Regulations Section 1.860G-2(f)(2) that treats certain defective mortgage loans
as qualified mortgages) and, if such Mortgage Loan has been serviced in
accordance with the terms of the Pooling and Servicing Agreement, as of the
Closing Date, the related Mortgaged Property, if acquired by the Lower Tier
REMIC in connection with the default or imminent default of such Mortgage Loan,
would constitute "foreclosure property" within the meaning of Section 860G(a)(8)
of the Code, provided no leases were then entered that violated Section
856(e)(4)(A). 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 Mortgage Loan 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, general partner or shareholder of a mortgagor and that it may provide
for assignments subject to the Mortgage Loan holder's approval of transferee,
transfers 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 Mortgagor or transfers of
passive interests so long as the key principals or general partner retains
control). The Mortgage Loan documents contain a "due on encumbrance" clause,
which provides for the acceleration of the payment of the unpaid principal
balance of the Mortgage Loan if the property subject to the Mortgage or any
controlling interest in the Mortgagor is further pledged or encumbered, unless
the prior written consent of the holder of the Mortgage Loan is obtained (except
that it may provide for assignments subject to the Mortgage Loan holder's
approval of transferee, transfers to affiliates or transfers of passive
interests so long as the key principals or general partner retains control). The
Mortgage 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 (A) the replacement collateral
consist of U.S. "government securities," within the meaning of Treasury
Regulations Section 1.860G-2(a)(8)(i), in an amount sufficient to make all
scheduled payments under the Mortgage Note when due (up to the maturity date for
the related Mortgage Loan, the Anticipated Repayment Date for ARD Loans or the
date on which the Mortgagor may prepay the related Mortgage Loan without payment
of any prepayment penalty); (B) the loan may be assumed by a Single Purpose
Entity approved by the holder of the Mortgage Loan; (C) counsel provide an
opinion that the trustee has a perfected security interest in such collateral
prior to any other claim or interest; and (D) such other documents and
certifications as the mortgagee may reasonably require which may include,
without limitation, (i) a certification that the purpose of the defeasance is to
facilitate the disposition of the mortgaged real property or any other customary
commercial transaction and not to be part of an arrangement to collateralize a
REMIC offering with obligations that are not real estate mortgages and (ii) a
certification from an independent certified public accountant that the
collateral is sufficient to make all scheduled payments under the Mortgage Note
when due. Each Mortgage Loan containing provisions for defeasance provides that,
in addition to any cost associated with defeasance, the related Mortgagor shall
pay, as of the date the mortgage collateral is defeased, all scheduled and
accrued interest and principal due as well as an amount sufficient to defease in
full the Mortgage Loan (except as contemplated in paragraph (35) hereof). In
addition, if the related Mortgage Loan permits defeasance, then the Mortgage
Loan documents provide that the related Mortgagor shall (a) pay all reasonable
fees associated with the defeasance of the Mortgage Loan and all other
reasonable expenses associated with the defeasance, or (b) provide all opinions
required under the related Mortgage Loan documents, and in the case of loans
with an outstanding principal balance as of the Cut-off Date of $40,000,000 or
greater, (i) a REMIC opinion and (ii) 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 paragraph (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) In the event of casualty or destruction of the Mortgaged Property,
any non-conformity with applicable zoning laws as of the origination date will
not prohibit the Mortgaged Property from being restored or repaired in all
material respects, to the use or structure at the time of such casualty, except
for restrictions on its use or rebuildability for which (i) law and ordinance
insurance coverage has been obtained in amounts consistent with the standards
utilized by the Seller or (ii) an ALTA lender's title insurance policy or the
equivalent as adopted in the applicable jurisdiction, insuring against such
non-conformity.
(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.
(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 (provided that such insurance coverage is
generally available at commercially reasonable rates and, in circumstances where
such insurance is not expressly required, that any request on the part of the
mortgagee that the related borrower maintain such insurance is reasonable). 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) In the case of each related Mortgaged Property that is operated as a
hotel, to the Seller's knowledge as of the origination of the Mortgage Loan, the
related Mortgagor's personal property includes all personal property that a
prudent mortgage lender making a similar mortgage loan would deem reasonably
necessary to operate the related Mortgaged Property as it is currently being
operated.
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 being generally consistent with assessments of environmental
hazards undertaken by the Seller for similar properties, as of the date of such
assessment, and, if in accordance with customary industry standards a reasonable
lender would require it, a Phase II environmental report, each prepared by an
independent licensed third party professional experienced in environmental
matters.
The term "Excess Cash Flow" shall mean the cash flow from the Mortgaged Property
securing an ARD Loan after payments of interest (at the Mortgage Interest Rate)
and principal (based on the amortization schedule), and (a) required payments
for the tax and insurance fund and ground lease escrows fund, (b) required
payments for the monthly debt service escrows, if any, (c) payments to any other
required escrow funds and (d) payment of operating expenses pursuant to the
terms of an annual budget approved by the Servicer and discretionary (lender
approved) capital expenditures.
The term "Excess Interest" shall mean any accrued and deferred interest on an
ARD Loan in accordance with the following terms. Commencing on the respective
Anticipated Repayment Date each ARD Loan (pursuant to its existing terms or a
unilateral option, as defined in Treasury Regulations under Section 1001 of the
Code, in the Mortgage Loans exercisable during the term of the Mortgage Loan)
generally will bear interest at a fixed rate (the "Revised Rate") per annum
equal to the Mortgage Interest Rate plus a percentage specified in the related
Mortgage Loan documents. Until the principal balance of each such Mortgage Loan
has been reduced to zero (pursuant to its existing terms or a unilateral option,
as defined in Treasury Regulations under Section 1001 of the Code, in the
Mortgage Loans exercisable during the term of the Mortgage Loan), such Mortgage
Loan will only be required to pay interest at the Mortgage Interest Rate and the
interest accrued at the excess of the related Revised Rate over the related
Mortgage Interest Rate will be deferred (such accrued and deferred interest and
interest thereon, if any, is "Excess Interest").
The term "in reliance on" shall mean that:
(a) the Seller has examined and relied in whole or in part
upon one or more of the specified documents or other information in
connection with a given representation or warranty;
(b) that the information contained in such document or
otherwise obtained by the Seller appears on its face to be
consistent in all material respects with the substance of such
representation or warranty;
(c) the Seller's reliance on such document or other
information is consistent with the standard of care exercised by
prudent lending institutions originating commercial mortgage loans;
and
(d) although the Seller is under no obligation to verify
independently the information contained in any document specified as
being relied upon by it, the Seller believes the information
contained therein to be true, accurate and complete in all material
respects and has no actual knowledge of any facts or circumstances
which would render reliance thereon unjustified without further
inquiry.
The term "Mortgage Interest Rate" shall mean the fixed rate of interest per
annum that each Mortgage Loan bears as of the Cut-off Date.
The term "Permitted Encumbrances" shall mean:
(a) the lien of current real property taxes, water charges,
sewer rents and assessments not yet delinquent or accruing interest
or penalties;
(b) covenants, conditions and restrictions, rights of way,
easements and other matters of public record acceptable to mortgage
lending institutions generally and referred to in the related
mortgagee's title insurance policy;
(c) other matters to which like properties are commonly
subject, and
(d) the rights of tenants, as tenants only, whether under
ground leases or space leases at the Mortgaged Property.
which together do not materially and adversely affect the
related Mortgagor's ability to timely make payments on the related
Mortgage Loan, which do not materially interfere with the benefits
of the security intended to be provided by the related Mortgage or
the use, for the use currently being made, the operation as
currently being operated, enjoyment, value or marketability of such
Mortgaged Property, provided, however, that, for the avoidance of
doubt, Permitted Encumbrances shall exclude all pari passu, second,
junior and subordinated mortgages but shall not exclude mortgages
that secure Mortgage Loans that are cross-collateralized with other
Mortgage Loans.
Other. For purposes of these representations and warranties, the term "to the
Seller's knowledge" shall mean that no officer, employee or agent of the Seller
responsible for the underwriting, origination or sale of the Mortgage Loans or
of any servicer responsible for servicing the Mortgage Loan on behalf of the
Seller, believes that a given representation or warranty is not true or 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 or such servicer
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
EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
JPMCC 2007 - LDP11
Exceptions to Representations
Representation #(4)
Loan Number Loan Name Description of Exception
39 Carespring Portfolio The Mortgaged Property secures the Mortgage Loan (consisting of a
Fixed Rate A-1 Note), a Fixed Rate A-2 Note and a Fixed Rate A-3
Note (each of which is pari passu with the Mortgage Loan and is
not included in the trust fund).
000 Xxxx Xxxxxx by Sheraton The Mortgaged Property secures the Mortgage Loan and a B-Note
held by CBA-Mezzanine Capital Finance, LLC.
000 Xxxxx Xxxxx University The Mortgaged Property secures the Mortgage Loan and a B-Note
held by CBA-Mezzanine Capital Finance, LLC.
6 Xxxxxxxx Xxxxx The Mortgaged Property secures the Mortgage Loan (consisting of a
Fixed Rate A-1 Note) and a Fixed Rate A-2 Note (which is pari
passu with the Mortgage Loan and is not included in the
trust fund).
Representation #(6)
Loan Number Loan Name Description of Exception
000 Xxxxxxxx Xxxxxxx I The Mortgaged Loan is structured as an indemnity deed of trust
("IDOT"), under which the Mortgage Note is secured by an
indemnity guaranty, which indemnity guaranty is secured by the
fee interest in the Mortgaged Property. The guarantor of the
Mortgage Note owns the Mortgaged Property and thus has an
interest in the lease payments.
00 Xxxxxxx Xxxxx Xxxxx The Mortgage Loan is structured as a Delaware statutory trust.
As part of that structure, the Mortgagor has master leased the
Mortgaged Property to an affiliate entity. The master lessee
subleases the property to the ultimate tenants of the Mortgaged
Property. The master lease is subordinate to the Mortgage Loan.
39 Carespring Portfolio The Mortgaged Property secures the Mortgage Loan (consisting of a
Fixed Rate A-1 Note), a Fixed Rate A-2 Note and a Fixed Rate A-3
Note (each of which is pari passu with the Mortgage Loan and is
not included in the trust fund).
6 Xxxxxxxx Xxxxx The Mortgaged Property secures the Mortgage Loan (consisting of a
Fixed Rate A-1 Note) and a Fixed Rate A-2 Note (which is pari
passu with the Mortgage Loan and is not included in the trust
fund).
00 Xxx XxXxxxxx Xxxxx 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.
Representation #(7)
Loan Number Loan Name Description of Exception
000 Xxxxxxxx Xxxxxxx I Because the Mortgage Loan is structured for tax purposes as an
IDOT, the guarantor of the Mortgage Note is the owner of the
related Mortgaged Property instead of the related Mortgagor.
00 Xxx XxXxxxxx Xxxxx Xxxxxx 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.
Representation #(10(i))
Loan Number Loan Name Description of Exception
182 BRECO Building There is no individual or entity other than the Mortgagor who is
liable for the non-recourse carveouts.
There is no individual or entity other than the Mortgagor who is
125 Sunset Ridge Apartments liable for the environmental non-recourse carveouts.
000 Xxxx Xxxxxx Xxxxxxxxxxxxx - Xxxxxx, XX The environmental indemnity contains a 3 year sunset provision.
000 Xxxxxx Xxxxx In order to comply with Kentucky law, which imposes certain
limits on guarantor liability, the liability in the guaranty
related to the Mortgage Loan has been capped at $10,500,000 (3
times the original loan amount), subject to adjustment for
interest and reasonable attorneys' fees.
00 Xxxxxxxxxx Xxxxxxx The environmental indemnity contains a 3 year sunset provision.
80 Colonial Bank Plaza There is no individual or entity other than the Mortgagor who is
liable for the non-recourse carveouts.
86 Xxxxx Medical Office There is no individual or entity other than the Mortgagor who is
liable for the non-recourse carveouts.
169 The Xxxxxxxxxx There is no individual or entity other than the Mortgagor who is
liable for the environmental non-recourse carveouts.
The environmental indemnity contains a 0 year sunset provision.
134 Shadow Oaks There is no individual or entity other than the Mortgagor who is
liable for the environmental non-recourse carveouts.
The environmental indemnity contains a 0 year sunset provision.
141 The Preakness There is no individual or entity other than the Mortgagor who is
liable for the environmental non-recourse carveouts.
The environmental indemnity contains a 0 year sunset provision.
34 Kenley Apartments There is no individual or entity other than the Mortgagor who is
liable for the environmental non-recourse carveouts.
The environmental indemnity contains a 0 year sunset provision.
73 Sandcastle Apartments There is no individual or entity other than the Mortgagor who is
liable for the environmental non-recourse carveouts.
The environmental indemnity contains a 0 year sunset provision.
6 Xxxxxxxx Xxxxx There is no individual or entity other than the Mortgagor who is
liable for the non-recourse carveouts.
The environmental indemnity contains a 0 year sunset provision.
94 Worthington on the Beltway All non-recourse carveouts are limited solely to the actions of
each co-Mortgagor. Additionally, four of the twelve
co-Mortgagors are self directed individual retirement account
funds and did not execute guaranties for the non-recourse
carveouts.
Representation #(10(iii))
Loan Number Loan Name Description of Exception
000 Xxxxxxxx Xxxxxxx I The Mortgage Loan is structured as an IDOT, and while the related
Mortgagor was the maker of the Mortgage Note, the Mortgage was
given by the indemnity guarantor.
00 Xxx XxXxxxxx Xxxxx 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 #(10(iv))
Loan Number Loan Name Description of Exception
169 The Xxxxxxxxxx The terms of the respective Mortgage Loan documents were modified
after May 22, 2007 to accept the current all-risk insurance
coverage amounts.
134 Shadow Oaks The terms of the respective Mortgage Loan documents were modified
after May 22, 2007 to accept the current all-risk insurance
coverage amounts.
141 The Preakness The terms of the respective Mortgage Loan documents were modified
after May 22, 2007 to accept the current all-risk insurance
coverage amounts and to provide the Mortgagor with the option of
providing a letter of credit in lieu of the cash held for the tax
adjustment escrow.
34 Kenley Apartments The terms of the respective Mortgage Loan documents were modified
after May 22, 2007 to accept the current all-risk insurance
coverage amounts.
73 Sandcastle Apartments The terms of the respective Mortgage Loan documents were modified
after May 22, 2007 to accept the current all-risk insurance
coverage amounts.
6 Xxxxxxxx Xxxxx The terms of the respective Mortgage Loan documents were modified
after May 22, 2007 to delete certain substitutions provisions.
23 000 Xxxxxxxx The terms of the respective Mortgage Loan documents were modified
after May 22, 2007 to include additional provisions regarding the
letters of credit.
Representation #(12)
Loan Number Loan Name Description of Exception
000 Xxxx Xxxxxx Xxxxxxxxxxxxx - Xxxxxx, XX 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.
160 Tramz Hampton Inn - Greenville The Tramz Hampton Inn - Greensboro Mortgage Loan, Tramz Hampton
Inn - Greenville Mortgage Loan, Tramz Hampton Inn- Syracuse
Mortgage Loan, Tramz Hampton Inn - Amarillo Mortgage Loan, Tramz
Hampton Inn - Eden Prairie Mortgage Loan, Tramz Hampton Inn - San
Antonio Mortgage Loan and Tramz Hampton Inn - Albuquerque
Mortgage Loan are cross collateralized. The Tramz Hampton Inn -
Greenville Mortgage Loan may be released from the cross
collateralization provisions upon defeasance of an amount equal
to 100% of the allocated loan amount.
187 Tramz Hampton Inn - Greensboro The Tramz Hampton Inn - Greensboro Mortgage Loan, Tramz Hampton
Inn - Greenville Mortgage Loan, Tramz Hampton Inn- Syracuse
Mortgage Loan, Tramz Hampton Inn - Amarillo Mortgage Loan, Tramz
Hampton Inn - Eden Prairie Mortgage Loan, Tramz Hampton Inn - San
Antonio Mortgage Loan and Tramz Hampton Inn - Albuquerque
Mortgage Loan are cross collateralized. The Tramz Hampton Inn -
Greensboro Mortgage Loan may be released from the cross
collateralization provisions upon defeasance of an amount equal
to 100% of the allocated loan amount.
196 Tramz Hampton Inn - Syracuse The Tramz Hampton Inn - Greensboro Mortgage Loan, Tramz Hampton
Inn - Greenville Mortgage Loan, Tramz Hampton Inn- Syracuse
Mortgage Loan, Tramz Hampton Inn - Amarillo Mortgage Loan, Tramz
Hampton Inn - Eden Prairie Mortgage Loan, Tramz Hampton Inn - San
Antonio Mortgage Loan and Tramz Hampton Inn - Albuquerque
Mortgage Loan are cross collateralized. The Tramz Hampton Inn -
Syracuse Mortgage Loan may be released from the cross
collateralization provisions upon defeasance of an amount equal
to 100% of the allocated loan amount.
167 Tramz Hampton Inn - Amarillo The Tramz Hampton Inn - Greensboro Mortgage Loan, Tramz Hampton
Inn - Greenville Mortgage Loan, Tramz Hampton Inn- Syracuse
Mortgage Loan, Tramz Hampton Inn - Amarillo Mortgage Loan, Tramz
Hampton Inn - Eden Prairie Mortgage Loan, Tramz Hampton Inn - San
Antonio Mortgage Loan and Tramz Hampton Inn - Albuquerque
Mortgage Loan are cross collateralized. The Tramz Hampton Inn -
Amarillo Mortgage Loan may be released from the cross
collateralization provisions upon defeasance of an amount equal
to 120% of the allocated loan amount. Of the 120%, 20% shall be
used to partially defease the mortgage loan, that is still
subject to the cross collateralization provisions, with the
lowest debt service coverage ratio at the time of partial
defeasance.
184 Tramz Hampton Inn - Eden Prairie The Tramz Hampton Inn - Greensboro Mortgage Loan, Tramz Hampton
Inn - Greenville Mortgage Loan, Tramz Hampton Inn- Syracuse
Mortgage Loan, Tramz Hampton Inn - Amarillo Mortgage Loan, Tramz
Hampton Inn - Eden Prairie Mortgage Loan, Tramz Hampton Inn - San
Antonio Mortgage Loan and Tramz Hampton Inn - Albuquerque
Mortgage Loan are cross collateralized. The Tramz Hampton Inn -
Eden Prairie Mortgage Loan may be released from the cross
collateralization provisions upon defeasance of an amount equal
to 120% of the allocated loan amount. Of the 120%, 20% shall be
used to partially defease the mortgage loan, that is still
subject to the cross collateralization provisions, with the
lowest debt service coverage ratio at the time of partial
defeasance.
177 Tramz Hampton Inn - San Antonio The Tramz Hampton Inn - Greensboro Mortgage Loan, Tramz Hampton
Inn - Greenville Mortgage Loan, Tramz Hampton Inn- Syracuse
Mortgage Loan, Tramz Hampton Inn - Amarillo Mortgage Loan, Tramz
Hampton Inn - Eden Prairie Mortgage Loan, Tramz Hampton Inn - San
Antonio Mortgage Loan and Tramz Hampton Inn - Albuquerque
Mortgage Loan are cross collateralized. The Tramz Hampton Inn -
San Antonio Mortgage Loan may be released from the cross
collateralization provisions upon defeasance of an amount equal
to 120% of the allocated loan amount. Of the 120%, 20% shall be
used to partially defease the mortgage loan, that is still
subject to the cross collateralization provisions, with the
lowest debt service coverage ratio at the time of partial
defeasance.
181 Tramz Hampton Inn - Albuquerque The Tramz Hampton Inn - Greensboro Mortgage Loan, Tramz Hampton
Inn - Greenville Mortgage Loan, Tramz Hampton Inn- Syracuse
Mortgage Loan, Tramz Hampton Inn - Amarillo Mortgage Loan, Tramz
Hampton Inn - Eden Prairie Mortgage Loan, Tramz Hampton Inn - San
Antonio Mortgage Loan and Tramz Hampton Inn - Albuquerque
Mortgage Loan are cross collateralized. The Tramz Hampton Inn -
Albuquerque Mortgage Loan may be released from the cross
collateralization provisions upon defeasance of an amount equal
to 120% of the allocated loan amount. Of the 120%, 20% shall be
used to partially defease the mortgage loan, that is still
subject to the cross collateralization provisions, with the
lowest debt service coverage ratio at the time of partial
defeasance.
31 The Mill Each of the planned community units at the Mortgaged Property may
be released from the lien of the Mortgage upon defeasance of an
amount equal to 115% of the allocated loan amount.
39 Carespring Portfolio Each Carespring Portfolio property may be released from the lien
of the Mortgage upon defeasance of an amount equal to 125% of the
allocated loan amount; provided however, in the event a casualty
affects the defeased property, the affected property may be
released from the lien of the Mortgage upon defeasance of an
amount equal to 110% of the allocated loan amount.
Representation #(16)
Loan Number Loan Name Description of Exception
5; 94; 216; 193; 73 5 Penn Plaza; Worthington on the The respective Mortgaged Properties are legally nonconforming due
Beltway; Las Colinas Office; The to deficient parking.
Executive Building - Cin. Oh; Sandcastle
Apartments
242 1550 North Congress The Mortgaged Property is nonconforming due to deficient parking
and a density violation; however, there is law and ordinance
coverage.
27 Brooklyn/Queens Industrial Portfolio The Mortgaged Property is illegally nonconforming due to certain
signs or billboards that do not comply with applicable zoning
laws. However, law and ordinance coverage is in place and the
mortgagee has a recourse carveout up to the amount of income
attributable to the signs or billboards.
Representation #(17)
Loan Number Loan Name Description of Exception
86 Xxxxx Medical Office 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 14 days
of origination.
224 000 Xxxx Xxxx There is an outstanding sewer lien on the Mortgaged Property.
The Mortgagor is on a monthly payment plan and the title policy
has insured that payments are current through the date of the
policy.
Representation #(19(i))
Loan Number Loan Name Description of Exception
225; 183; 168; 36; Spiral Plaza; Crosssgate Center; Ashley The mortgagee waived escrows for immediate repairs in an amount
231; 242; 134; 169; Furniture; Swedesford Plaza; Academy of less than $5,000 recommended by the property condition report.
141 Sports Houston; 1550 North Congress;
Shadow Oaks; The Xxxxxxxxxx; The
Preakness
23 000 Xxxxxxxx The mortgagee waived escrows for immediate repairs in the amount
of $17,550 recommended by the property condition report.
215 1140-1160 Parsippany Boulevard The mortgagee waived escrows for immediate repairs in the amount
of $5,594 recommended by the property condition report.
216 Las Colinas Office The mortgagee waived escrows for immediate repairs in the amount
of $15,700 recommended by the property condition report.
Representation #(19(ii))
Loan Number Loan Name Description of Exception
224 000 Xxxx Xxxx There is a proceeding pending for the partial condemnation of the
Mortgaged Property for a proposed utility easement.
Representation #(20(iii))
Loan Number Loan Name Description of Exception
129 Orpheum Towers Apartments The mortgagee must obtain the ground lessor's consent before
further assigning the ground lease.
Representation #(21(ii))
Loan Number Loan Name Description of Exception
5 5 Penn Plaza The Environmental Site Assessment recommended the implementation
of an asbestos operations and maintenance plan ("O&M Plan"), but
it was not executed prior to closing.
215 1140-1160 Parsippany Boulevard The Environmental Site Assessment recommended the implementation
of a Water and Mold Response Plan and the Mortgagor is required
to implement this plan within 90 days of origination.
186 Falls Parc Apartments The Environmental Site Assessment recommends that environmental
sampling events at the adjacent landfill should be regularly
monitored to determine if methane gas levels or volatile organic
carbon ("VOC") levels in groundwater change. If an increase of
methane gas or VOC levels occurs, additional subsurface
investigation on the Mortgaged Property may be warranted.
31 The Mill The Environmental Site Assessment recommends that groundwater
monitoring, as currently conducted at the Mortgaged Property be
continued in order to obtain the apparent closure required by the
Connecticut Department of Environmental Protection.
Representation #(21(iv))
Loan Number Loan Name Description of Exception
000 Xxxx Xxxxxx Xxxxxxxxxxxxx - Xxxxxx, XX The environmental indemnity contains a 3 year sunset provision.
00 Xxxxxxxxxx Xxxxxxx The environmental indemnity contains a 3 year sunset provision.
000 Xxxxxxxx Xxxxxxx I This loan is secured by an IDOT. The indemnity guarantor and not
the Mortgagor, is required to comply with environmental laws and
regulations.
169 The Xxxxxxxxxx The environmental indemnity contains a 0 year sunset provision.
134 Shadow Oaks The environmental indemnity contains a 0 year sunset provision.
141 The Preakness The environmental indemnity contains a 0 year sunset provision.
34 Kenley Apartments The environmental indemnity contains a 0 year sunset provision.
73 Sandcastle Apartments The environmental indemnity contains a 0 year sunset provision.
00 Xxx XxXxxxxx Xxxxx Center This loan is secured by an IDOT. The indemnity guarantor and not
the Mortgagor, is required to comply with environmental laws and
regulations.
6 Xxxxxxxx Xxxxx The environmental indemnity contains a 0 year sunset provision.
Representation #(22)
Loan Number Loan Name Description of Exception
000 Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxx may maintain comprehensive commercial general liability
insurance with a deductible that does not exceed $5,000.
182 BRECO Building Mortgagor may maintain comprehensive commercial general liability
insurance with a deductible that does not exceed $1,000.
00 Xxxxxxxx/Xxxxxx Xxxxxxxxxx Xxxxxxxxx Xxxxxxxxx may maintain comprehensive commercial general liability
insurance with a deductible that does not exceed $5,000.
The Mortgagor is required to carry Insurance Policies having a
claims paying ability rating of "A" or better (and the equivalent
thereof); provided, however, that (i) the first layer of coverage
under such insurance will be provided by carriers with a minimum
financial strength rating by S&P of "A" or better; (ii) 60% (75%
if there are four or fewer members in the syndicate) of the
aggregate limits under such Insurance Policies must be provided
by carriers with a minimum financial strength rating from S&P of
"A" or better and (iii) the financial strength rating from S&P
for each carrier in the syndicate should be at least "BBB".
95 BB Mini Storage Portfolio The Mortgage Loan documents provide for a windstorm deductible of
5% of the insured value of the Mortgaged Property.
209 Florida City-Extra Space Storage Mortgagor may maintain comprehensive commercial general liability
insurance with a deductible that does not exceed $5,000.
The Mortgage Loan documents provide for a windstorm deductible of
5% of the insured value of the Mortgaged Property.
140 Hunter's Crossing Mortgagor may maintain comprehensive commercial general liability
insurance with a deductible that does not exceed $5,000.
108 Rancho Fiesta Mortgagor may maintain comprehensive commercial general liability
insurance with a deductible that does not exceed $1,000.
215 0000-0000 Xxxxxxxxxx Xxxxxxxxx Mortgagor may maintain comprehensive commercial general liability
insurance with a deductible that does not exceed $20,000.
231 Academy Sports Houston Subject to the satisfaction of certain conditions, 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 $250,000.
212 Academy Sports San Antonio Subject to the satisfaction of certain conditions, 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 $250,000.
203 Best Buy-Wichita Falls Best Buy, the sole tenant at the Mortgaged Property, is permitted
to self insure.
39 Carespring Portfolio Mortgagor may maintain comprehensive commercial general liability
insurance with a deductible that does not exceed $50,000.
00 Xxxxxxxx Xxxxx Xxxxxxxxx may maintain comprehensive commercial general liability
insurance with a deductible that does not exceed $2,500.
211 Pecan Xxxxxx Mortgagor may maintain comprehensive commercial general liability
insurance with a deductible that does not exceed $2,500.
000 Xxxxxxx Xxxxxx Mortgagor may maintain comprehensive commercial general liability
insurance with a deductible that does not exceed $2,500.
155 Spanish Spur Mortgagor may maintain comprehensive commercial general liability
insurance with a deductible that does not exceed $2,500.
169 The Xxxxxxxxxx So long as the Mortgagor maintains a cash escrow account and
subject to the satisfaction of certain other conditions,
Mortgagor may maintain all-risk insurance with a deductible that
does not exceed $100,000 per claim and $200,000 in the aggregate
per annum and comprehensive commercial general liability
insurance with a deductible that does not exceed $10,000.
The all-risk coverage is an amount that is less than the lesser
of: (i) the full replacement cost (as established by the
insurable value of the Mortgaged Property set forth in the
appraisal) and (ii) the outstanding principal balance of the
related Mortgage Loan. However, the Mortgaged Property is
comprised of 26 individual low rise buildings and the all-risk
policy covers in excess of 100% of the insurable value of each
building (taken individually) on the Mortgaged Property under a
blanket policy. The blanket limit is sufficient to cover several
(but not all) buildings if completely destroyed from a single
event. Each building is physically separated from other
buildings on the Mortgaged Property.
The insurance carrier for the first layer of the all-risk
coverage, US Fire Insurance Company, which has a rating of "BBB"
by S&P and "A-:XIII" by A.M. Best, does not satisfy the required
rating of "A-" by S&P and "A:VIII" by A.M. Best.
134 Shadow Oaks So long as the Mortgagor maintains a cash escrow account and
subject to the satisfaction of certain other conditions,
Mortgagor may maintain all-risk insurance with a deductible that
does not exceed $100,000 per claim and $200,000 in the aggregate
per annum and comprehensive commercial general liability
insurance with a deductible that does not exceed $10,000.
The all-risk coverage is an amount that is less than the lesser
of: (i) the full replacement cost (as established by the
insurable value of the Mortgaged Property set forth in the
appraisal) and (ii) the outstanding principal balance of the
related Mortgage Loan. However, the Mortgaged Property is
comprised of 14 individual low rise buildings and the all-risk
policy covers in excess of 100% of the insurable value of each
building (taken individually) on the Mortgaged Property under a
blanket policy. The blanket limit is sufficient to cover several
(but not all) buildings if completely destroyed from a single
event. Each building is physically separated from other
buildings on the Mortgaged Property.
The insurance carrier for the first layer of the all-risk
coverage, US Fire Insurance Company, which has a rating of "BBB"
by S&P and "A-:XIII" by A.M. Best, does not satisfy the required
rating of "A-" by S&P and "A:VIII" by A.M. Best.
141 The Preakness So long as the Mortgagor maintains a cash escrow account and
subject to the satisfaction of certain other conditions,
Mortgagor may maintain all-risk insurance with a deductible that
does not exceed $100,000 per claim and $200,000 in the aggregate
per annum and comprehensive commercial general liability
insurance with a deductible that does not exceed $10,000.
The Mortgage Loan documents provide for a windstorm deductible of
2% of the insured value of the Mortgaged Property.
The insurance carrier for the first layer of the all-risk
coverage, US Fire Insurance Company, which has a rating of "BBB"
by S&P and "A-:XIII" by A.M. Best, does not satisfy the required
rating of "A-" by S&P and "A:VIII" by A.M. Best.
34 Kenley Apartments So long as the Mortgagor maintains a cash escrow account and
subject to the satisfaction of certain other conditions,
Mortgagor may maintain all-risk insurance with a deductible that
does not exceed $100,000 per claim and $200,000 in the aggregate
per annum and comprehensive commercial general liability
insurance with a deductible that does not exceed $10,000.
The all-risk coverage is an amount that is less than the lesser
of: (i) the full replacement cost (as established by the
insurable value of the Mortgaged Property set forth in the
appraisal) and (ii) the outstanding principal balance of the
related Mortgage Loan. However, the Mortgaged Property is
comprised of 20 individual low rise buildings and the all-risk
policy covers in excess of 100% of the insurable value of each
building (taken individually) on the Mortgaged Property under a
blanket policy. The blanket limit is sufficient to cover several
(but not all) buildings if completely destroyed from a single
event. Each building is physically separated from other
buildings on the Mortgaged Property.
The insurance carrier for the first layer of the all-risk
coverage, US Fire Insurance Company, which has a rating of "BBB"
by S&P and "A-:XIII" by A.M. Best, does not satisfy the required
rating of "A-" by S&P and "A:VIII" by A.M. Best.
73 Sandcastle Apartments So long as the Mortgagor maintains a cash escrow account and
subject to the satisfaction of certain other conditions,
Mortgagor may maintain all-risk insurance with a deductible that
does not exceed $100,000 per claim and $200,000 in the aggregate
per annum and comprehensive commercial general liability
insurance with a deductible that does not exceed $10,000.
The all-risk coverage is an amount that is less than the lesser
of: (i) the full replacement cost (as established by the
insurable value of the Mortgaged Property set forth in the
appraisal) and (ii) the outstanding principal balance of the
related Mortgage Loan. However, the Mortgaged Property is
comprised of 35 individual low rise buildings and the all-risk
policy covers in excess of 100% of the insurable value of each
building (taken individually) on the Mortgaged Property under a
blanket policy. The blanket limit is sufficient to cover several
(but not all) buildings if completely destroyed from a single
event. Each building is physically separated from other
buildings on the Mortgaged Property.
Due to the location of the Mortgaged Property, windstorm
insurance is covered under the Texas windstorm pool ("Program").
Pursuant to the Program, the deductible is $1,000 per building
and if the Mortgagor obtains insurance outside of the Program,
the deductible is capped at $25,000.
The insurance carrier for the first layer of the all-risk
coverage, US Fire Insurance Company, which has a rating of "BBB"
by S&P and "A-:XIII" by A.M. Best, does not satisfy the required
rating of "A-" by S&P and "A:VIII" by A.M. Best.
6 Xxxxxxxx Xxxxx Mortgagor may maintain all-risk insurance with a deductible that
does not exceed $250,000.
The Mortgagor is required to carry Insurance Policies from
carriers having a claims-paying ability rating of "A" or better
(or the equivalent thereof) by at least two (2) of the rating
agencies rating the Certificates, or, if only one rating agency
is rating the Certificates, then only by such rating agency;
provided, however, that if insurance is provided by a syndicate,
the insurers will be acceptable if: (i) the first layer of
coverage under such insurance will be provided by carriers with a
minimum financial strength rating by S&P of "A" or better; (ii)
60% (75% if there are four or fewer members in the syndicate) of
the aggregate limits under such Insurance Policies must be
provided by carriers with a minimum financial strength rating
from S&P of "A" or better and (iii) the financial strength rating
from S&P for each carrier in the syndicate should be at least
"BBB".
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 Number Loan Name Description of Exception
36 Swedesford Plaza The Mortgagor is a potential defendant in an existing lawsuit to
which Quizno's, a tenant at the Mortgaged Property, filed suit
against Swedesford Plaza Associates, LP, the previous owner of
the Mortgaged Property, alleging a breach of an exclusivity
provision in its lease. The guarantor is responsible for any
reduction in Quizno's rent under the existing lease as a result
of the lawsuit and costs incurred by the Mortgagor (including any
monetary judgment) in defending the lawsuit. Additionally,
Swedesford Plaza Associates, LP, the seller of the Mortgaged
Property, has executed an indemnification agreement with the
Mortgagor.
224 000 Xxxx Xxxx There is a proceeding pending for the partial condemnation of the
Mortgaged Property for a proposed utility easement.
Representation #(27)
Loan Number Loan Name Description of Exception
000 Xxxxxxxx Xxxxxxx I This loan is secured by an IDOT. The indemnity guarantor and not
the Mortgagor, is required to provide financial information to
the mortgagee.
00 Xxx XxXxxxxx Xxxxx 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 #(30)
Loan Number Loan Name Description of Exception
108 Rancho Fiesta Although the Mortgagor is otherwise a special purpose entity, it
is permitted to own mobile homes and the commercial paper that
would secure the mobile homes in the event of their sale.
27 Brooklyn/Queens Industrial Portfolio The Mortgage Loan has an original principal balance of
$40,000,000 or more; however, a non-consolidation opinion was not
delivered at origination.
Representation #(32)
Loan Number Loan Name Description of Exception
129 Orpheum Towers Apartments Subject to the satisfaction of certain criteria, the Mortgage
Loan documents allow members of the Mortgagor the right to pledge
their interests in the Mortgagor to secure a mezzanine loan
pursuant to the security instrument.
000 Xxxxxx Xxxx Apartments Subject to the satisfaction of certain criteria, the Mortgage
Loan documents allow members of the Mortgagor the right to pledge
their interests in the Mortgagor to secure a mezzanine loan
pursuant to the security instrument.
55 Cinemark Valley View Subject to the satisfaction of certain conditions, transfers to
affiliates and other entities or individuals are permitted
pursuant to the Mortgage Loan documents.
000 Xxxxxx Xxxxx Apartments Subject to the satisfaction of certain conditions, transfers to
affiliates and other entities or individuals are permitted
pursuant to the Mortgage Loan documents.
000 Xxxx Xxxxxx Xxxxxxxxxxxxx - Xxxxxx, XX Subject to the satisfaction of certain conditions, transfers to
affiliates and other entities or individuals are permitted
pursuant to the Mortgage Loan documents.
5 5 Penn Plaza 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.
00 Xxxxxxxxxx Xxxxxxx 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.
64 Shoppes of Xxxxxxxx Xxxx 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.
41 Embassy Suites Hotel & Executive Meeting Subject to the satisfaction of certain conditions, transfers to
Center affiliates and other entities or individuals are permitted
pursuant to the Mortgage Loan documents.
The direct owner of 100% of the Mortgagor has pledged its
ownership interests in the Mortgagor to secure a mezzanine loan
held by Allied Capital Corporation. If such entity defaults on
the mezzanine loan, the interests in such direct owner will be
transferred to such mezzanine lender.
140 Hunter's Crossing 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.
108 Rancho Fiesto Subject to the satisfaction of certain conditions, transfers to
affiliates and other entities or individuals are permitted
pursuant to the Mortgage Loan documents.
000 Xxxxxxxx Xxxxxxx I Subject to the satisfaction of certain conditions, transfers to
affiliates and other entities or individuals are permitted
pursuant to the Mortgage Loan documents.
00 Xxxxxxx Xxxxx Xxxxx Subject to the satisfaction of certain conditions, transfers to
affiliates and other entities or individuals are permitted
pursuant to the Mortgage Loan documents.
23 000 Xxxxxxxx The direct owner of 100% of the Mortgagor has pledged its
ownership interests in the Mortgagor to secure a mezzanine loan
held by JPMorgan Chase Bank, N.A. If such entity defaults on the
mezzanine loan, the interests in such direct owner will be
transferred to such mezzanine lender.
199 Harbin Springs Apartments Subject to the satisfaction of certain criteria, the Mortgage
Loan documents allow members of the Mortgagor the right to pledge
their interests in the Mortgagor to secure a mezzanine loan
pursuant to the security instrument.
168 Ashley Furniture The direct owner of 100% of the Mortgagor has pledged its
ownership interests in the Mortgagor to secure a mezzanine loan
held by National Retail Properties, Inc. If such entity defaults
on the mezzanine loan, the interests in such direct owner will be
transferred to such mezzanine lender.
158 Academy Sports Round Rock Subject to the satisfaction of certain conditions, transfers to
affiliates and other entities or individuals are permitted
pursuant to the Mortgage Loan documents.
203 Best Buy-Wichita Falls Subject to the satisfaction of certain conditions, transfers to
affiliates and other entities or individuals are permitted
pursuant to the Mortgage Loan documents.
39 Carespring Portfolio Subject to the satisfaction of certain conditions, transfers to
affiliates and other entities or individuals are permitted
pursuant to the Mortgage Loan documents.
000 Xxxx Xxxxxx by Sheraton Subject to the satisfaction of certain conditions, transfers to
affiliates and other entities or individuals are permitted
pursuant to the Mortgage Loan documents.
169 The Xxxxxxxxxx In conjunction with the Mortgagor financing the transfer and
assumption of the Mortgage Loan and Mortgaged Property and
subject to the satisfaction of certain other conditions, the
Mortgagor has a one time right to incur additional debt secured
by the Mortgaged Property.
134 Shadow Oaks In conjunction with the Mortgagor financing the transfer and
assumption of the Mortgage Loan and Mortgaged Property and
subject to the satisfaction of certain other conditions, the
Mortgagor has a one time right to incur additional debt secured
by the Mortgaged Property.
141 The Preakness In conjunction with the Mortgagor financing the transfer and
assumption of the Mortgage Loan and Mortgaged Property and
subject to the satisfaction of certain other conditions, the
Mortgagor has a one time right to incur additional debt secured
by the Mortgaged Property.
34 Kenley Apartments In conjunction with the Mortgagor financing the transfer and
assumption of the Mortgage Loan and Mortgaged Property and
subject to the satisfaction of certain other conditions, the
Mortgagor has a one time right to incur additional debt secured
by the Mortgaged Property.
73 Sandcastle Apartments In conjunction with the Mortgagor financing the transfer and
assumption of the Mortgage Loan and Mortgaged Property and
subject to the satisfaction of certain other conditions, the
Mortgagor has a one time right to incur additional debt secured
by the Mortgaged Property.
6 Xxxxxxxx Xxxxx 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.
00 Xxxxxxxx Xxxxxxx Subject to the satisfaction of certain conditions, transfers to
affiliates and other entities or individuals are permitted
pursuant to the Mortgage Loan documents.
Representation #(33)
Loan Number Loan Name Description of Exception
39 Carespring Portfolio The Mortgaged Property secures the Mortgage Loan (consisting of a
Fixed Rate A-1 Note), a Fixed Rate A-2 Note and a Fixed Rate A-3
Note (each of which is pari passu with the Mortgage Loan and is
not included in the trust fund).
6 Xxxxxxxx Xxxxx The Mortgaged Property secures the Mortgage Loan (consisting of a
Fixed Rate A-1 Note) and a Fixed Rate A-2 Note (which is pari
passu with the Mortgage Loan and is not included in the trust
fund).
Representation #(35)
Loan Number Loan Name Description of Exception
000 Xxxx Xxxxxx Xxxxxxxxxxxxx - Xxxxxx, XX 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.
187 Tramz Hampton Inn - Greensboro The Tramz Hampton Inn - Greensboro Mortgage Loan, Tramz Hampton
Inn - Greenville Mortgage Loan, Tramz Hampton Inn- Syracuse
Mortgage Loan, Tramz Hampton Inn - Amarillo Mortgage Loan, Tramz
Hampton Inn - Eden Prairie Mortgage Loan, Tramz Hampton Inn - San
Antonio Mortgage Loan and Tramz Hampton Inn - Albuquerque
Mortgage Loan are cross collateralized. The Tramz Hampton Inn -
Greensboro Mortgage Loan may be released from the cross
collateralization provisions upon defeasance of an amount equal
to 100% of the allocated loan amount.
160 Tramz Hampton Inn - Greenville The Tramz Hampton Inn - Greensboro Mortgage Loan, Tramz Hampton
Inn - Greenville Mortgage Loan, Tramz Hampton Inn- Syracuse
Mortgage Loan, Tramz Hampton Inn - Amarillo Mortgage Loan, Tramz
Hampton Inn - Eden Prairie Mortgage Loan, Tramz Hampton Inn - San
Antonio Mortgage Loan and Tramz Hampton Inn - Albuquerque
Mortgage Loan are cross collateralized. The Tramz Hampton Inn -
Greenville Mortgage Loan may be released from the cross
collateralization provisions upon defeasance of an amount equal
to 100% of the allocated loan amount.
196 Tramz Hampton Inn - Syracuse The Tramz Hampton Inn - Greensboro Mortgage Loan, Tramz Hampton
Inn - Greenville Mortgage Loan, Tramz Hampton Inn- Syracuse
Mortgage Loan, Tramz Hampton Inn - Amarillo Mortgage Loan, Tramz
Hampton Inn - Eden Prairie Mortgage Loan, Tramz Hampton Inn - San
Antonio Mortgage Loan and Tramz Hampton Inn - Albuquerque
Mortgage Loan are cross collateralized. The Tramz Hampton Inn -
Syracuse Mortgage Loan may be released from the cross
collateralization provisions upon defeasance of an amount equal
to 100% of the allocated loan amount.
167 Tramz Hampton Inn - Amarillo The Tramz Hampton Inn - Greensboro Mortgage Loan, Tramz Hampton
Inn - Greenville Mortgage Loan, Tramz Hampton Inn- Syracuse
Mortgage Loan, Tramz Hampton Inn - Amarillo Mortgage Loan, Tramz
Hampton Inn - Eden Prairie Mortgage Loan, Tramz Hampton Inn - San
Antonio Mortgage Loan and Tramz Hampton Inn - Albuquerque
Mortgage Loan are cross collateralized. The Tramz Hampton Inn -
Amarillo Mortgage Loan may be released from the cross
collateralization provisions upon defeasance of an amount equal
to 120% of the allocated loan amount. Of the 120%, 20% shall be
used to partially defease the mortgage loan, that is still
subject to the cross collateralization provisions, with the
lowest debt service coverage ratio at the time of partial
defeasance.
184 Tramz Hampton Inn - Eden Prairie The Tramz Hampton Inn - Greensboro Mortgage Loan, Tramz Hampton
Inn - Greenville Mortgage Loan, Tramz Hampton Inn- Syracuse
Mortgage Loan, Tramz Hampton Inn - Amarillo Mortgage Loan, Tramz
Hampton Inn - Eden Prairie Mortgage Loan, Tramz Hampton Inn - San
Antonio Mortgage Loan and Tramz Hampton Inn - Albuquerque
Mortgage Loan are cross collateralized. The Tramz Hampton Inn -
Eden Prairie Mortgage Loan may be released from the cross
collateralization provisions upon defeasance of an amount equal
to 120% of the allocated loan amount. Of the 120%, 20% shall be
used to partially defease the mortgage loan, that is still
subject to the cross collateralization provisions, with the
lowest debt service coverage ratio at the time of partial
defeasance.
177 Tramz Hampton Inn - San Antonio The Tramz Hampton Inn - Greensboro Mortgage Loan, Tramz Hampton
Inn - Greenville Mortgage Loan, Tramz Hampton Inn- Syracuse
Mortgage Loan, Tramz Hampton Inn - Amarillo Mortgage Loan, Tramz
Hampton Inn - Eden Prairie Mortgage Loan, Tramz Hampton Inn - San
Antonio Mortgage Loan and Tramz Hampton Inn - Albuquerque
Mortgage Loan are cross collateralized. The Tramz Hampton Inn -
San Antonio Mortgage Loan may be released from the cross
collateralization provisions upon defeasance of an amount equal
to 120% of the allocated loan amount. Of the 120%, 20% shall be
used to partially defease the mortgage loan, that is still
subject to the cross collateralization provisions, with the
lowest debt service coverage ratio at the time of partial
defeasance.
181 Tramz Hampton Inn - Albuquerque The Tramz Hampton Inn - Greensboro Mortgage Loan, Tramz Hampton
Inn - Greenville Mortgage Loan, Tramz Hampton Inn- Syracuse
Mortgage Loan, Tramz Hampton Inn - Amarillo Mortgage Loan, Tramz
Hampton Inn - Eden Prairie Mortgage Loan, Tramz Hampton Inn - San
Antonio Mortgage Loan and Tramz Hampton Inn - Albuquerque
Mortgage Loan are cross collateralized. The Tramz Hampton Inn -
Albuquerque Mortgage Loan may be released from the cross
collateralization provisions upon defeasance of an amount equal
to 120% of the allocated loan amount. Of the 120%, 20% shall be
used to partially defease the mortgage loan, that is still
subject to the cross collateralization provisions, with the
lowest debt service coverage ratio at the time of partial
defeasance.
31 The Mill Each of the planned community units at the Mortgaged Property may
be released from the lien of the Mortgage upon defeasance of an
amount equal to 115% of the allocated loan amount.
39 Carespring Portfolio Each Carespring Portfolio property may be released from the lien
of the Mortgage upon defeasance of an amount equal to 125% of the
allocated loan amount; provided however, in the event a casualty
affects the defeased property, the affected property may be
released from the lien of the Mortgage upon defeasance of an
amount equal to 110% of the allocated loan amount.
Representation #(36)
Loan Number Loan Name Description of Exception
000 Xxxxxxxx Xxxxxxx I Because the Mortgage Loan is structured for tax purposes as an
IDOT, the indemnity guarantor of the IDOT owns the related
Mortgaged Property instead of the related Mortgagor.
00 Xxx XxXxxxxx Xxxxx Xxxxxx 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.
Representation #(37)
Loan Number Loan Name Description of Exception
5; 94; 216; 193; 73 5 Penn Plaza; Worthington on the The respective Mortgaged Properties are legally nonconforming due
Beltway; Las Colinas Office; The to deficient parking.
Executive Building - Cin. Oh; Sandcastle
Apartments
The Mortgaged Property is nonconforming due to deficient parking
242 1550 North Congress and a density violation; however, there is law and ordinance
coverage.
The Mortgaged Property is illegally nonconforming due to certain
27 Brooklyn/Queens Industrial Portfolio signs or billboards that do not comply with applicable zoning
laws. However, law and ordinance coverage is in place and the
mortgagee has a recourse carveout up to the amount of income
attributable to the signs or billboards.
Representation #(42)
Loan Number Loan Name Description of Exception
108 Rancho Fiesta Terrorism insurance premiums are capped at 200% of the cost of
all-risk insurance.
27 Brooklyn/Queens Industrial Portfolio Terrorism insurance premiums are capped at $60,000 per year,
subject to annual increases based on the Consumer Price Index.
23 000 Xxxxxxxx Terrorism insurance premiums are capped at $75,000 per year,
subject to annual increases based on the Consumer Price Index.
215 1140-1160 Parsippany Boulevard Terrorism insurance premiums are capped at $15,000 per year,
subject to annual increases based on the Consumer Price Index.
39 Carespring Portfolio Terrorism insurance premiums are capped at $85,000 per year.
00 Xxxxxxxx Xxxxx Terrorism insurance premiums are capped at $27,000 per year.
211 Pecan Manor Terrorism insurance premiums are capped at $10,000 per year.
000 Xxxxxxx Xxxxxx Terrorism insurance premiums are capped at $11,000 per year.
155 Spanish Spur Terrorism insurance premiums are capped at $15,000 per year.
169 The Xxxxxxxxxx Terrorism insurance premiums are capped at $5,500 per year.
000 Xxxxxx Xxxx Xxxxxxxxx insurance premiums are capped at $6,000 per year.
141 The Preakness Terrorism insurance premiums are capped at $8,000 per year.
00 Xxxxxx Xxxxxxxxxx Xxxxxxxxx insurance premiums are capped at $30,000 per year.
00 Xxxxxxxxxx Xxxxxxxxxx Xxxxxxxxx insurance premiums are capped at $16,000 per year.
00 Xxxxxxxx Xxxxxxx Xxxxxxxxx insurance premiums are capped at $115,000 per year,
subject to annual increases based on the Consumer Price Index.
Representation #(44)
Loan Number Loan Name Description of Exception
000 Xxxx Xxxxxx by Sheraton At origination, the Mortgaged Property did not have a liquor
license. However, the Mortgage Loan documents require that a
liquor license be obtained within 60 days of origination and in
the event that the franchise agreement is terminated due to the
Mortgagor's failure to obtain a liquor license, it creates a
recourse obligation of the guarantors.
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 July 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 June 28, 2007 (collectively, the "Prospectus"), relating to
the offering of the Class X-0, Xxxxx X-0, Class A-2FL, Class X-0, Xxxxx X-0,
Class A-SB, Class A-1A, Class X, Class A-M, Class A-J, Class B, Class C, Class
D, Class E and Class F Certificates, the Private Placement Memorandum, dated
June 28, 2007 (the "Privately Offered Certificate Private Placement
Memorandum"), relating to the offering of the Class G, Class H, Class J, Class
K, Class L, Class M, Class N, Class P, Class Q, Class T and Class NR
Certificates, and the Residual Private Placement Memorandum, dated June 28, 2007
(together with the Privately Offered Certificate Private Placement Memorandum,
the "Private Placement Memoranda"), relating to the offering of the Class R and
Class LR Certificates, and nothing has come to my attention that would lead me
to believe that 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 July,
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.
None.
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:
None.
