EXHIBIT 10.1
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X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP.,
PURCHASER,
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
SELLER
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of November 28, 2006
$1,464,205,411
Fixed Rate Mortgage Loans
Series 2006-CIBC17
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This Mortgage Loan Purchase Agreement (this "Agreement"), dated as
of November 28, 2006, is between X.X. Xxxxxx Xxxxx Commercial Mortgage
Securities Corp., as purchaser (the "Purchaser"), and JPMorgan Chase Bank,
National Association, as seller ("JPMorgan" or the "Seller").
Capitalized terms used in this Agreement not defined herein shall
have the meanings ascribed to them in the Pooling and Servicing Agreement dated
as of November 28, 2006 (the "Pooling and Servicing Agreement") among the
Purchaser, as depositor (the "Depositor"), Xxxxx Fargo Bank, N.A., as master
servicer ("Master Servicer"), LNR Partners, Inc., as special servicer ("Special
Servicer") and LaSalle Bank National Association, as trustee (in such capacity,
the "Trustee") and as paying agent (in such capacity, the "Paying Agent"),
pursuant to which the Purchaser will sell the Mortgage Loans (as defined herein)
to a trust fund and certificates representing ownership interests in the
Mortgage Loans will be issued by the trust fund. For purposes of this Agreement,
the term "Mortgage Loans" refers to the mortgage loans listed on Exhibit A and
the term "Mortgaged Properties" refers to the properties securing such Mortgage
Loans.
The Purchaser and the Seller wish to prescribe the manner of sale of
the Mortgage Loans from the Seller to the Purchaser and in consideration of the
premises and the mutual agreements hereinafter set forth, agree as follows:
SECTION 1. Sale and Conveyance of Mortgages; Possession of Mortgage
File. Effective as of the Closing Date and upon receipt of the purchase price
set forth in the immediately succeeding paragraph, the Seller does hereby sell,
transfer, assign, set over and convey to the Purchaser, without recourse, all of
its right, title, and interest (subject to certain agreements regarding
servicing as provided in the Pooling and Servicing Agreement, subservicing
agreements permitted thereunder and that certain Servicing Rights Purchase
Agreement, dated as of November 16, 2006, between the Master Servicer and the
Seller) in and to the Mortgage Loans described in Exhibit A, including all
interest and principal received on or with respect to the Mortgage Loans after
the Cut-off Date (other than payments of principal and interest first due on the
Mortgage Loans on or before the Cut-off Date). Upon the sale of the Mortgage
Loans, the ownership of each related Mortgage Note, the Mortgage and the other
contents of the related Mortgage File will be vested in the Purchaser and
immediately thereafter the Trustee and the ownership of records and documents
with respect to the related Mortgage Loan prepared by or which come into the
possession of the Seller (other than the records and documents described in the
proviso to Section 3(a) hereof) shall immediately vest in the Purchaser and
immediately thereafter the Trustee. The Seller's records will accurately reflect
the sale of each Mortgage Loan to the Purchaser. On the Closing Date, the Seller
shall also deliver to the Depositor, an amount equal to $33,312.50, which
represents the aggregate amount of interest that would have accrued at the
related Net Mortgage Rates during the Due Period ending in December 2006, for
those Mortgage Loans that do not have their first Monthly Payment due until
January 2007. The Depositor will sell the Class A-1, Class X-0, Xxxxx X-0, Class
A-SB, Class A-1A, Class X, Class A-M, Class A-J, Class B, Class C and Class D
Certificates (the "Offered Certificates") to the underwriters specified in the
underwriting agreement dated November 16, 2006 (the "Underwriting Agreement")
between the Depositor and X.X. Xxxxxx Securities Inc. ("JPMSI") for itself and
as representative of CIBC World Markets Corp. ("CIBCWMC") and Banc of America
Securities LLC ("BofA") and Xxxxxx Xxxxxxx & Co. Incorporated (together with
JPMSI, CIBCWMC and BofA, the "Underwriters"), and the Depositor will sell the
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class P and Class NR Certificates (the "Private Certificates") to JPMSI, as the
initial purchaser (together with the Underwriters, the "Dealers") specified in
the certificate purchase agreement, dated November 16, 2006 (the "Certificate
Purchase Agreement"), between the Depositor and JPMSI.
The sale and conveyance of the Mortgage Loans is being conducted on
an arms-length basis and upon commercially reasonable terms. As the purchase
price for the Mortgage Loans, the Purchaser shall pay to the Seller or at the
Seller's direction $1,505,041,069 (which amount is inclusive of accrued
interest) in immediately available funds minus the costs set forth in Section 9
hereof. The purchase and sale of the Mortgage Loans shall take place on the
Closing Date.
SECTION 2. Books and Records; Certain Funds Received After the
Cut-off Date. From and after the sale of the Mortgage Loans to the Purchaser,
record title to each Mortgage and the related Mortgage Note shall be transferred
to the Trustee in accordance with this Agreement. Any funds due after the
Cut-off Date in connection with a Mortgage Loan received by the Seller shall be
held in trust for the benefit of the Trustee as the owner of such Mortgage Loan
and shall be transferred promptly to the Trustee. All scheduled payments of
principal and interest due on or before the Cut-off Date but collected after the
Cut-off Date, and recoveries of principal and interest collected on or before
the Cut-off Date (only in respect of principal and interest on the Mortgage
Loans due on or before the Cut-off Date and principal prepayments thereon),
shall belong to, and shall be promptly remitted to, the Seller.
The transfer of each Mortgage Loan shall be reflected on the
Seller's balance sheets and other financial statements as a sale of the Mortgage
Loans by the Seller to the Purchaser. The Seller intends to treat the transfer
of each Mortgage Loan to the Purchaser as a sale for tax purposes.
The transfer of each Mortgage Loan shall be reflected on the
Purchaser's balance sheets and other financial statements as the purchase of the
Mortgage Loans by the Purchaser from the Seller. The Purchaser intends to treat
the transfer of each Mortgage Loan from the Seller as a purchase for tax
purposes.
SECTION 3. Delivery of Mortgage Loan Documents; Additional Costs and
Expenses. (a) The Purchaser hereby directs the Seller, and the Seller hereby
agrees, upon the transfer of the Mortgage Loans contemplated herein, to deliver
on the Closing Date to the Trustee or a Custodian appointed thereby, all
documents, instruments and agreements required to be delivered by the Purchaser
to the Trustee with respect to the Mortgage Loans under Sections 2.01(b) and (c)
of the Pooling and Servicing Agreement, and meeting all the requirements of such
Sections 2.01(b) and (c), and such other documents, instruments and agreements
as the Purchaser or the Trustee shall reasonably request and which are in the
Seller's possession or under the Seller's control. In addition, the Seller
agrees to deliver or cause to be delivered to the Master Servicer, the Servicing
File for each Mortgage Loan transferred pursuant to this Agreement; provided
that the Seller shall not be required to deliver any draft documents, privileged
or internal communications or credit underwriting or due diligence analyses or
data.
(b) With respect to the transfer described in Section 1 hereof, if
the Mortgage Loan documents do not require the related Mortgagor to pay any
costs and expenses relating to any modifications to a related letter of credit
which modifications are required to effectuate such transfer (the "Transfer
Modification Costs"), then the Seller shall pay the Transfer Modification Costs
required to transfer the letter of credit to the Purchaser as described in such
Section 1; provided that if the Mortgage Loan documents require the related
Mortgagor to pay any Transfer Modification Costs, such Transfer Modification
Costs shall be an expense of the Mortgagor unless such Mortgagor fails to pay
such Transfer Modification Costs after the Master Servicer, consistent with its
obligations under the Pooling and Servicing Agreement, has exercised reasonable
efforts to collect such Transfer Modification Costs from such Mortgagor, in
which case the Master Servicer shall give the Seller notice of such failure and
the Seller shall pay such Transfer Modification Costs.
SECTION 4. Treatment as a Security Agreement. The Seller,
concurrently with the execution and delivery hereof, has conveyed to the
Purchaser, all of its right, title and interest in and to the Mortgage Loans.
The parties intend that such conveyance of the Seller's right, title and
interest in and to the Mortgage Loans pursuant to this Agreement shall
constitute a purchase and sale and not a loan. If such conveyance is deemed to
be a pledge and not a sale, then the parties also intend and agree that the
Seller shall be deemed to have granted, and in such event does hereby grant, to
the Purchaser, a first priority security interest in all of its right, title and
interest in, to and under the Mortgage Loans, all payments of principal or
interest on such Mortgage Loans due after the Cut-off Date, all other payments
made in respect of such Mortgage Loans after the Cut-off Date (except to the
extent such payments were due on or before the Cut-off Date) and all proceeds
thereof and that this Agreement shall constitute a security agreement under
applicable law. If such conveyance is deemed to be a pledge and not a sale, the
Seller consents to the Purchaser hypothecating and transferring such security
interest in favor of the Trustee and transferring the obligation secured thereby
to the Trustee.
SECTION 5. Covenants of the Seller. The Seller covenants with the
Purchaser as follows:
(a) it shall record or cause a third party to record in the
appropriate public recording office for real property the intermediate
assignments of the Mortgage Loans and the Assignments of Mortgage from the
Seller to the Trustee in connection with the Pooling and Servicing Agreement.
All recording fees relating to the initial recordation of such intermediate
assignments and Assignments of Mortgage shall be paid by the Seller;
(b) it shall take any action reasonably required by the Purchaser,
the Trustee or the Master Servicer, in order to assist and facilitate in the
transfer of the servicing of the Mortgage Loans to the Master Servicer,
including effectuating the transfer of any letters of credit with respect to any
Mortgage Loan to the Master Servicer on behalf of the Trustee for the benefit of
Certificateholders. Prior to the date that a letter of credit with respect to
any Mortgage Loan is transferred to the Master Servicer, the Seller will
cooperate with the reasonable requests of the Master Servicer or Special
Servicer, as applicable, in connection with effectuating a draw under such
letter of credit as required under the terms of the related Mortgage Loan
documents; and
(c) if, during such period of time after the first date of the
public offering of the Offered Certificates as in the opinion of counsel for the
Underwriters, a prospectus relating to the Offered Certificates is required by
applicable law to be delivered in connection with sales thereof by an
Underwriter or a dealer, any event shall occur as a result of which it is
necessary to amend or supplement the Prospectus Supplement, including Annex X-0,
X-0, X-0 and B thereto and the Diskette included therewith, with respect to any
information relating to the Mortgage Loans or the Seller, in order to make the
statements therein, in the light of the circumstances when the Prospectus
Supplement is delivered to a purchaser, not misleading, or if it is necessary to
amend or supplement the Prospectus Supplement, including Annex X-0, X-0, X-0 and
B thereto and the Diskette included therewith, with respect to any information
relating to the Mortgage Loans or the Seller, to comply with applicable law, the
Seller shall do all things necessary to assist the Depositor to prepare and
furnish, at the expense of the Seller (to the extent that such amendment or
supplement relates to the Seller, the Mortgage Loans listed on Exhibit A and/or
any information relating to the same, as provided by the Seller), to the
Underwriters such amendments or supplements to the Prospectus Supplement as may
be necessary, so that the statements in the Prospectus Supplement as so amended
or supplemented, including Annex X-0, X-0, X-0 and B thereto and the Diskette
included therewith, with respect to any information relating to the Mortgage
Loans or the Seller, will not, in the light of the circumstances when the
Prospectus is delivered to a purchaser, be misleading or so that the Prospectus
Supplement, including Annex X-0, X-0, X-0 and B thereto and the Diskette
included therewith, with respect to any information relating to the Mortgage
Loans or the Seller, will comply with applicable law. All terms used in this
clause (c) and not otherwise defined herein shall have the meaning set forth in
the Indemnification Agreement, dated as of November 16, 2006 between the
Purchaser and the Seller (the "Indemnification Agreement").
SECTION 6. Representations and Warranties.
(a) The Seller represents and warrants to the Purchaser as of the
Closing Date that:
(i) it is a national banking association duly organized,
validly existing, and in good standing under the laws of the United
States of America;
(ii) it has the power and authority to own its property
and to carry on its business as now conducted;
(iii) it has the power to execute, deliver and perform
this Agreement;
(iv) it is legally authorized to transact business in
the United States of America. The Seller is in compliance with the
laws of each state in which any Mortgaged Property is located to the
extent necessary so that a subsequent holder of the related Mortgage
Loan (including, without limitation, the Purchaser) that is in
compliance with the laws of such state would not be prohibited from
enforcing such Mortgage Loan solely by reason of any non-compliance
by the Seller;
(v) the execution, delivery and performance of this
Agreement by the Seller has been duly authorized by all requisite
action by the Seller's board of directors and will not violate or
breach any provision of its organizational documents;
(vi) this Agreement has been duly executed and delivered
by the Seller and constitutes a legal, valid and binding obligation
of the Seller, enforceable against it in accordance with its terms
(except as enforcement thereof may be limited by bankruptcy,
receivership, conservatorship, reorganization, insolvency,
moratorium or other laws affecting the enforcement of creditors'
rights generally and by general equitable principles regardless of
whether enforcement is considered in a proceeding in equity or at
law);
(vii) there are no legal or governmental proceedings
pending to which the Seller is a party or of which any property of
the Seller is the subject which, if determined adversely to the
Seller, would reasonably be expected to adversely affect (A) the
transfer of the Mortgage Loans and the Mortgage Loan documents, (B)
the execution and delivery by the Seller or enforceability against
the Seller of the Mortgage Loans or this Agreement, or (C) the
performance of the Seller's obligations hereunder;
(viii) it has no actual knowledge that any statement,
report, officer's certificate or other document prepared and
furnished or to be furnished by the Seller in connection with the
transactions contemplated hereby (including, without limitation, any
financial cash flow models and underwriting file abstracts furnished
by the Seller) contains any untrue statement of a material fact or
omits to state a material fact necessary in order to make the
statements contained therein, in the light of the circumstances
under which they were made, not misleading;
(ix) it is not, nor with the giving of notice or lapse
of time or both would be, in violation of or in default under any
indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which it is a party or by which it or any
of its properties is bound, except for violations and defaults which
individually and in the aggregate would not have a material adverse
effect on the transactions contemplated herein; the sale of the
Mortgage Loans and the performance by the Seller of all of its
obligations under this Agreement and the consummation by the Seller
of the transactions herein contemplated will not conflict with or
result in a breach of any of the terms or provisions of, or
constitute a default under, any material indenture, mortgage, deed
of trust, loan agreement or other agreement or instrument to which
the Seller is a party or by which the Seller is bound or to which
any of the property or assets of the Seller is subject, nor will any
such action result in any violation of the provisions of any
applicable law or statute or any order, rule or regulation of any
court or governmental agency or body having jurisdiction over the
Seller, or any of its properties, except for conflicts, breaches,
defaults and violations which individually and in the aggregate
would not have a material adverse effect on the transactions
contemplated herein; and no consent, approval, authorization, order,
license, registration or qualification of or with any such court or
governmental agency or body is required for the consummation by the
Seller of the transactions contemplated by this Agreement, other
than any consent, approval, authorization, order, license,
registration or qualification that has been obtained or made;
(x) it has either (A) not dealt with any Person (other
than the Purchaser or the Dealers) that may be entitled to any
commission or compensation in connection with the sale or purchase
of the Mortgage Loans or entering into this Agreement or (B) paid in
full any such commission or compensation;
(xi) it is solvent and the sale of the Mortgage Loans
hereunder will not cause it to become insolvent; and the sale of the
Mortgage Loans is not undertaken with the intent to hinder, delay or
defraud any of the Seller's creditors; and
(xii) for so long as the Trust is subject to the
reporting requirements of the Exchange Act, the Seller shall provide
the Purchaser (or with respect to any Companion Loan that is
deposited into an Other Securitization, the depositor in such Other
Securitization) and the Paying Agent with any Additional Form 10-D
Disclosure and any Additional Form 10-K Disclosure which the
Purchaser is required to provide with respect to the Seller in its
capacity as a "sponsor" pursuant to Exhibit Y and Exhibit Z of the
Pooling and Servicing Agreement within the time periods set forth in
the Pooling and Servicing Agreement.
(b) The Purchaser represents and warrants to the Seller as of the
Closing Date that:
(i) it is a corporation duly organized, validly
existing, and in good standing in the State of Delaware;
(ii) it is duly qualified as a foreign corporation in
good standing in all jurisdictions in which ownership or lease of
its property or the conduct of its business requires such
qualification, except where the failure to be so qualified would not
have a material adverse effect on the Purchaser, and the Purchaser
is conducting its business so as to comply in all material respects
with the applicable statutes, ordinances, rules and regulations of
each jurisdiction in which it is conducting business;
(iii) it has the power and authority to own its property
and to carry on its business as now conducted;
(iv) it has the power to execute, deliver and perform
this Agreement, and neither the execution and delivery by the
Purchaser of this Agreement, nor the consummation by the Purchaser
of the transactions herein contemplated, nor the compliance by the
Purchaser with the provisions hereof, will (A) conflict with or
result in a breach of, or constitute a default under, any of the
provisions of the certificate of incorporation or by-laws of the
Purchaser or any of the provisions of any law, governmental rule,
regulation, judgment, decree or order binding on the Purchaser or
any of its properties, or any indenture, mortgage, contract or other
instrument to which the Purchaser is a party or by which it is
bound, or (B) result in the creation or imposition of any lien,
charge or encumbrance upon any of the Purchaser's property pursuant
to the terms of any such indenture, mortgage, contract or other
instrument;
(v) this Agreement constitutes a legal, valid and
binding obligation of the Purchaser enforceable against it in
accordance with its terms (except as enforcement thereof may be
limited by (a) bankruptcy, receivership, conservatorship,
reorganization, insolvency, moratorium or other laws affecting the
enforcement of creditors' rights generally and (b) general equitable
principles (regardless of whether enforcement is considered in a
proceeding in equity or law));
(vi) there are no legal or governmental proceedings
pending to which the Purchaser is a party or of which any property
of the Purchaser is the subject which, if determined adversely to
the Purchaser, might interfere with or adversely affect the
consummation of the transactions contemplated herein and in the
Pooling and Servicing Agreement; to the best of the Purchaser's
knowledge, no such proceedings are threatened or contemplated by
governmental authorities or threatened by others;
(vii) it is not in default with respect to any order or
decree of any court or any order, regulation or demand of any
federal, state municipal or governmental agency, which default might
have consequences that would materially and adversely affect the
condition (financial or other) or operations of the Purchaser or its
properties or might have consequences that would materially and
adversely affect its performance hereunder;
(viii) it has not dealt with any broker, investment
banker, agent or other person, other than the Seller, the Dealers
and their respective affiliates, that may be entitled to any
commission or compensation in connection with the sale of the
Mortgage Loans or the consummation of any of the transactions
contemplated hereby;
(ix) all consents, approvals, authorizations, orders or
filings of or with any court or governmental agency or body, if any,
required for the execution, delivery and performance of this
Agreement by the Purchaser have been obtained or made; and
(x) it has not intentionally violated any provisions of
the United States Secrecy Act, the United States Money Laundering
Control Act of 1986 or the United States International Money
Laundering Abatement and Anti-Terrorism Financing Act of 2001.
(c) The Seller further makes the representations and warranties as
to the Mortgage Loans set forth in Exhibit B as of the Closing Date (or as of
such other date specifically provided in the particular representation or
warranty), which representations and warranties are subject to the exceptions
thereto set forth in Exhibit C. Neither the delivery by the Seller of the
Mortgage Files, Servicing Files, or any other documents required to be delivered
under Section 2.01 of the Pooling and Servicing Agreement, nor the review
thereof or any other due diligence by the Trustee, Master Servicer, Special
Servicer, a Certificate Owner or any other Person shall relieve the Seller of
any liability or obligation with respect to any representation or warranty or
otherwise under this Agreement or constitute notice to any Person of a Breach or
Defect.
(d) Pursuant to this Agreement or Section 2.03(b) of the Pooling and
Servicing Agreement, the Seller and the Purchaser shall be given notice of any
Breach or Defect that materially and adversely affects the value of a Mortgage
Loan, the related Mortgaged Property or the interests of the Trustee or any
Certificateholder therein.
(e) Upon notice pursuant to Section 6(d) above, the Seller shall,
not later than 90 days from the earlier of the Seller's receipt of the notice
or, in the case of a Defect or Breach relating to a Mortgage Loan not being a
"qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, but
without regard to the rule of Treasury Regulation Section 1.860G-2(f)(2) that
causes a defective mortgage loan to be treated as a qualified mortgage, the
Seller's discovery of such Breach or Defect (the "Initial Resolution Period"),
(i) cure such Defect or Breach, as the case may be, in all material respects,
(ii) repurchase the affected Mortgage Loan at the applicable Repurchase Price
(as defined below) or (iii) substitute a Qualified Substitute Mortgage Loan (as
defined below) for such affected Mortgage Loan (provided that in no event shall
any such substitution occur later than the second anniversary of the Closing
Date) and pay the Master Servicer for deposit into the Certificate Account, any
Substitution Shortfall Amount (as defined below) in connection therewith;
provided, however, that, if such Breach or Defect is capable of being cured but
not within the Initial Resolution Period, and the Seller has commenced and is
diligently proceeding with the cure of such Breach or Defect within the Initial
Resolution Period, the Seller shall have an additional 90 days commencing
immediately upon the expiration of the Initial Resolution Period (the "Extended
Resolution Period") to complete such cure (or, failing such cure, to repurchase
the related Mortgage Loan or substitute a Qualified Substitute Mortgage Loan as
described above); and provided, further, that with respect to the Extended
Resolution Period the Seller shall have delivered an officer's certificate to
the Trustee setting forth the reason such Breach or Defect is not capable of
being cured within the Initial Resolution Period and what actions the Seller is
pursuing in connection with the cure thereof and stating that the Seller
anticipates that such Breach or Defect will be cured within the Extended
Resolution Period. Notwithstanding the foregoing, any Defect or Breach which
causes any Mortgage Loan not to be a "qualified mortgage" (within the meaning of
Section 860G(a)(3) of the Code, without regard to the rule of Treasury
Regulations Section 1.860G-2(f)(2) which causes a defective mortgage loan to be
treated as a qualified mortgage) shall be deemed to materially and adversely
affect the interests of the holders of the Certificates therein, and such
Mortgage Loan shall be repurchased or a Qualified Substitute Mortgage Loan
substituted in lieu thereof without regard to the extended cure period described
in the preceding sentence. If the affected Mortgage Loan is to be repurchased,
the Seller shall remit the Repurchase Price (defined below) in immediately
available funds to the Trustee.
If any Breach pertains to a representation or warranty that the
related Mortgage Loan documents or any particular Mortgage Loan document
requires the related Mortgagor to bear the costs and expenses associated with
any particular action or matter under such Mortgage Loan document(s), then
Seller shall not be required to repurchase such Mortgage Loan and the sole
remedy with respect to any Breach of such representation shall be to cure such
Breach within the applicable cure period (as the same may be extended) by
reimbursing the Trust Fund (by wire transfer of immediately available funds) the
reasonable amount of any such costs and expenses incurred by the Master
Servicer, the Special Servicer, the Trustee or the Trust Fund that are the basis
of such Breach and have not been reimbursed by the related Mortgagor; provided,
however, that in the event any such costs and expenses exceed $10,000, the
Seller shall have the option to either repurchase or substitute for the related
Mortgage Loan as provided above or pay such costs and expenses. Except as
provided in the proviso to the immediately preceding sentence, the Seller shall
remit the amount of such costs and expenses and upon its making such remittance,
the Seller shall be deemed to have cured such Breach in all respects. To the
extent any fees or expenses that are the subject of a cure by the Seller are
subsequently obtained from the related Mortgagor, the portion of the cure
payment equal to such fees or expenses obtained from the Mortgagor shall be
returned to the Seller pursuant to Section 2.03(f) of the Pooling and Servicing
Agreement.
Any of the following will cause a document in the Mortgage File to
be deemed to have a Defect and to be conclusively presumed to materially and
adversely affect the interests of Certificateholders in a Mortgage Loan and to
be deemed to materially and adversely affect the interests of the
Certificateholders in and the value of a Mortgage Loan: (a) the absence from the
Mortgage File of the original signed Mortgage Note, unless the Mortgage File
contains a signed lost note affidavit and indemnity with a copy of the Mortgage
Note that appears to be regular on its face; (b) the absence from the Mortgage
File of the original signed Mortgage that appears to be regular on its face,
unless there is included in the Mortgage File a certified copy of the Mortgage
and a certificate stating that the original signed Mortgage was sent for
recordation; (c) the absence from the Mortgage File of the lender's title
insurance policy (or if the policy has not yet been issued, an original or copy
of a "marked up" written commitment or the pro forma or specimen title insurance
policy) called for by clause (ix) of the definition of "Mortgage File" in the
Pooling and Servicing Agreement; (d) the absence from the Mortgage File of any
required letter of credit; (e) with respect to any leasehold mortgage loan, the
absence from the related Mortgage File of a copy (or an original, if available)
of the related Ground Lease; or (f) the absence from the Mortgage File of any
intervening assignments required to create a complete chain of assignments to
the Trustee on behalf of the Trust, unless there is included in the Mortgage
File a certified copy of the intervening assignment and a certificate stating
that the original intervening assignments were sent for recordation; provided,
however, that no Defect (except a Defect previously described in clauses (a)
through (f) above) shall be considered to materially and adversely affect the
value of the related Mortgage Loan, the related Mortgaged Property or the
interests of the Trustee or Certificateholders unless the document with respect
to which the Defect exists is required in connection with an imminent
enforcement of the Mortgagee's rights or remedies under the related Mortgage
Loan, defending any claim asserted by any borrower or third party with respect
to the Mortgage Loan, establishing the validity or priority of any lien on any
collateral securing the Mortgage Loan or for any immediate significant servicing
obligation. Notwithstanding the foregoing, the delivery of executed escrow
instructions or a commitment to issue a lender's title insurance policy, as
provided in clause (ix) of the definition of "Mortgage File" in the Pooling and
Servicing Agreement, in lieu of the delivery of the actual policy of lender's
title insurance, shall not be considered a Defect or Breach with respect to any
Mortgage File if such actual policy is delivered to the Trustee or a Custodian
on its behalf within 18 months from the Closing Date.
If (i) any Mortgage Loan is required to be repurchased or
substituted for in the manner described in the first paragraph of this Section
6(e), (ii) such Mortgage Loan is a Crossed Loan, and (iii) the applicable Defect
or Breach does not constitute a Defect or Breach, as the case may be, as to any
other Crossed Loan in such Crossed Group (without regard to this paragraph),
then the applicable Defect or Breach, as the case may be, will be deemed to
constitute a Defect or Breach, as the case may be, as to each other Crossed Loan
in the Crossed Group for purposes of this paragraph, and the Seller will be
required to repurchase or substitute for all of the remaining Crossed Loans in
the related Crossed Group as provided in the first paragraph of this Section
6(e) unless such other Crossed Loans in such Crossed Group satisfy the Crossed
Loan Repurchase Criteria and satisfy all other criteria for substitution and
repurchase of Mortgage Loans set forth herein. In the event that the remaining
Crossed Loans satisfy the aforementioned criteria, the Seller may elect either
to repurchase or substitute for only the affected Crossed Loan as to which the
related Breach or Defect exists or to repurchase or substitute for all of the
Crossed Loans in the related Crossed Group. The Seller shall be responsible for
the cost of any Appraisal required to be obtained to determine if the Crossed
Loan Repurchase Criteria have been satisfied, so long as the scope and cost of
such Appraisal has been approved by the Seller (such approval not to be
unreasonably withheld).
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 Purchaser 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 Purchaser 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 complies with this Agreement to remove 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 included 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 to the Trust, as shall be necessary to vest in the Seller the
legal and beneficial ownership of each repurchased Mortgage Loan or replaced
Mortgage Loan, as applicable, (ii) the Purchaser shall deliver, or cause the
delivery, to the Seller of all portions of the Mortgage File and other documents
pertaining to such Mortgage Loan possessed by the Trustee, or on the Trustee's
behalf, and (iii) the Purchaser shall release, or cause to be released, to the
Seller any escrow payments and reserve funds held by the Trustee, or on the
Trustee's behalf, in respect of such repurchased or replaced Mortgage Loans.
(f) The representations and warranties of the parties hereto shall
survive the execution and delivery and any termination of this Agreement and
shall inure to the benefit of the respective parties, notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes or Assignment of
Mortgage or the examination of the Mortgage Files.
(g) Each party hereby agrees to promptly notify the other party of
any breach of a representation or warranty contained in this Section 6. The
Seller's obligation to cure any Breach or Defect or repurchase or substitute any
affected Mortgage Loan pursuant to Section 6(e) shall constitute the sole remedy
available to the Purchaser in connection with a Breach or Defect. It is
acknowledged and agreed that the representations and warranties are being made
for risk allocation purposes; provided, however, that no limitation of remedy is
implied with respect to the Seller's breach of its obligation to cure,
repurchase or substitute in accordance with the terms and conditions of this
Agreement.
SECTION 7. Conditions to Closing. The obligations of the Purchaser
to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior
to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed
by it at or prior to the Closing Date pursuant to the terms of this Agreement
shall have been duly performed and complied with and all of the representations
and warranties of the Seller under this Agreement shall be true and correct in
all material respects as of the Closing Date, and no event shall have occurred
as of the Closing Date which, with notice or passage of time, would constitute a
default under this Agreement, and the Purchaser shall have received a
certificate to the foregoing effect signed by an authorized officer of the
Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional
closing documents:
(i) copies of the Seller's articles of association and
by-laws, certified as of a recent date by the Assistant Secretary of
the Seller;
(ii) a copy of a certificate of good standing of the
Seller issued by the Comptroller of the Currency dated not earlier
than sixty days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and
substance satisfactory to the Purchaser and its counsel,
substantially to the effect that:
(A) the Seller is a national banking association duly
organized, validly existing and in good standing under the laws of
the United States;
(B) the Seller has the power to conduct its business as now
conducted and to incur and perform its obligations under this
Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to
authorize the execution, delivery and performance of this Agreement
and the Indemnification Agreement by the Seller and this Agreement
is a legal, valid and binding agreement of the Seller enforceable
against the Seller, whether such enforcement is sought in a
procedure at law or in equity, except to the extent such enforcement
may be limited by bankruptcy or other similar creditors' laws or
principles of equity and public policy considerations underlying the
securities laws, to the extent that such public policy
considerations limit the enforceability of the provisions of the
Agreement which purport to provide indemnification with respect to
securities law violations;
(D) the Seller's execution and delivery of, and the Seller's
performance of its obligations under, each of this Agreement and the
Indemnification Agreement do not and will not conflict with the
Seller's charter or by-laws or conflict with or result in the breach
of any of the terms or provisions of, or constitute a default under,
any indenture, mortgage, deed of trust, loan agreement or other
material agreement or instrument to which the Seller is a party or
by which the Seller is bound, or to which any of the property or
assets of the Seller is subject or violate any provisions of law or
conflict with or result in the breach of any order of any court or
any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending
before any court, arbitrator, mediator or administrative body, or to
such counsel's actual knowledge, threatened, against the Seller
which (i) questions, directly or indirectly, the validity or
enforceability of this Agreement or the Indemnification Agreement or
(ii) would, if decided adversely to the Seller, either individually
or in the aggregate, reasonably be expected to have a material
adverse effect on the ability of the Seller to perform its
obligations under this Agreement or the Indemnification Agreement;
and
(F) no consent, approval, authorization, order, license,
registration or qualification of or with any federal court or
governmental agency or body is required for the consummation by the
Seller of the transactions contemplated by this Agreement and the
Indemnification Agreement, except such consents, approvals,
authorizations, orders, licenses, registrations or qualifications as
have been obtained; and
(iv) a letter from counsel of the Seller to the effect
that nothing has come to such counsel's attention that would lead
such counsel to believe that the Prospectus Supplement as of the
date thereof or as of the Closing Date contains, with respect to the
Seller or the Mortgage Loans, any untrue statement of a material
fact or omits to state a material fact necessary in order to make
the statements therein relating to the Seller or the Mortgage Loans,
in the light of the circumstances under which they were made, not
misleading.
(c) The Offered Certificates shall have been concurrently issued and
sold pursuant to the terms of the Underwriting Agreement. The Private
Certificates shall have been concurrently issued and sold pursuant to the terms
of the Certificate Purchase Agreement.
(d) The Seller shall have executed and delivered concurrently
herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other
certificates of its officers or others and such other documents and opinions to
evidence fulfillment of the conditions set forth in this Agreement as the
Purchaser and its counsel may reasonably request.
SECTION 8. Closing. The closing for the purchase and sale of the
Mortgage Loans shall take place at the office of Cadwalader, Xxxxxxxxxx & Xxxx
LLP, New York, New York, at 10:00 a.m., on the Closing Date or such other place
and time as the parties shall agree. The parties hereto agree that time is of
the essence with respect to this Agreement.
SECTION 9. Expenses. The Seller will pay its pro rata share (the
Seller's pro rata share to be determined according to the percentage that the
aggregate principal balance as of the Cut-off Date of all the Mortgage Loans
represents in proportion to the aggregate principal balance as of the Cut-off
Date of all the mortgage loans to be included in the Trust Fund) of all costs
and expenses of the Purchaser in connection with the transactions contemplated
herein, including, but not limited to: (i) the costs and expenses of the
Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs
and expenses of reproducing and delivering the Pooling and Servicing Agreement
and this Agreement and printing (or otherwise reproducing,) and delivering the
Certificates; (iii) the reasonable and documented fees, costs and expenses of
the Trustee and its counsel incurred in connection with the Trustee entering
into the Pooling and Servicing Agreement; (iv) the fees and disbursements of a
firm of certified public accountants selected by the Purchaser and the Seller
with respect to numerical information in respect of the Mortgage Loans and the
Certificates included in the Prospectus, any Free Writing Prospectus (as defined
in the Indemnification Agreement), the Memoranda (as defined in the
Indemnification Agreement) and any related 8-K Information (as defined in the
Underwriting Agreement), or items similar to the 8-K Information, including the
cost of obtaining any "comfort letters" with respect to such items; (v) the
costs and expenses in connection with the qualification or exemption of the
Certificates under state securities or blue sky laws, including filing fees and
reasonable fees and disbursements of counsel in connection therewith; (vi) the
costs and expenses in connection with any determination of the eligibility of
the Certificates for investment by institutional investors in any jurisdiction
and the preparation of any legal investment survey, including reasonable fees
and disbursements of counsel in connection therewith; (vii) the costs and
expenses in connection with printing (or otherwise reproducing) and delivering
the Registration Statement, the Prospectus, the Memoranda and any Free Writing
Prospectus, and the reproduction and delivery of this Agreement and the
furnishing to the Underwriters of such copies of the Registration Statement, the
Prospectus, the Memoranda, any Free Writing Prospectus and this Agreement as the
Underwriters may reasonably request; (viii) the fees of the rating agency or
agencies requested to rate the Certificates and (ix) the reasonable fees and
expenses of Xxxxxxx Xxxxxxxx & Wood, LLP, counsel to the Underwriters and
Cadwalader, Xxxxxxxxxx & Xxxx LLP, counsel to the Depositor.
SECTION 10. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement. Furthermore, the
parties shall in good faith endeavor to replace any provision held to be invalid
or unenforceable with a valid and enforceable provision which most closely
resembles, and which has the same economic effect as, the provision held to be
invalid or unenforceable.
SECTION 11. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York without regard to conflicts of
law principles and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
SECTION 12. No Third-Party Beneficiaries. The parties do not intend
the benefits of this Agreement to inure to any third party except as expressly
set forth in Section 13.
SECTION 13. Assignment. The Seller hereby acknowledges that the
Purchaser has, concurrently with the execution hereof, executed and delivered
the Pooling and Servicing Agreement and that, in connection therewith, it has
assigned its rights hereunder to the Trustee for the benefit of the
Certificateholders to the extent set forth in the Pooling and Servicing
Agreement. The Seller hereby acknowledges its obligations, including that of
expense reimbursement, pursuant to Sections 2.01, 2.02 and 2.03 of the Pooling
and Servicing Agreement. This Agreement shall bind and inure to the benefit of,
and be enforceable by, the Seller, the Purchaser and their permitted successors
and permitted assigns. The warranties and representations and the agreements
made by the Seller herein shall survive delivery of the Mortgage Loans to the
Trustee until the termination of the Pooling and Servicing Agreement.
SECTION 14. Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given upon
receipt by the intended recipient if personally delivered at or couriered, sent
by facsimile transmission or mailed by first class or registered mail, postage
prepaid, to (i) in the case of the Purchaser, X.X. Xxxxxx Chase Commercial
Mortgage Securities Corp., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Xxxxxx Xxxxx, Vice President, telecopy number (000) 000-0000, (ii) in the case
of the Seller, JPMorgan Chase Bank, National Association, 000 Xxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxxx, Vice President,
telecopy number (000) 000-0000 and (iii) in the case of any of the preceding
parties, such other address as may hereafter be furnished to the other party in
writing by such parties.
SECTION 15. Amendment. This Agreement may be amended only by a
written instrument which specifically refers to this Agreement and is executed
by the Purchaser and the Seller; provided, however, that unless such amendment
is to cure an ambiguity, mistake or inconsistency in this Agreement, no
amendment shall be permitted unless each Rating Agency has delivered a written
confirmation that such amendment will not result in a downgrade, withdrawal or
qualification of the then current ratings of the Certificates and the cost of
obtaining any Rating Agency confirmation shall be borne by the party requesting
such amendment. This Agreement shall not be deemed to be amended orally or by
virtue of any continuing custom or practice. No amendment to the Pooling and
Servicing Agreement which relates to defined terms contained therein or any
obligations of the Seller whatsoever shall be effective against the Seller
unless the Seller shall have agreed to such amendment in writing.
SECTION 16. Counterparts. This Agreement may be executed in any
number of counterparts, and by the parties hereto in separate counterparts, each
of which when executed and delivered shall be deemed to be an original and all
of which taken together shall constitute one and the same instrument.
SECTION 17. Exercise of Rights. No failure or delay on the part of
any party to exercise any right, power or privilege under this Agreement and no
course of dealing between the Seller and the Purchaser shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or
privilege under this Agreement preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. Except as set forth in
Section 6 herein, the rights and remedies herein expressly provided are
cumulative and not exclusive of any rights or remedies which any party would
otherwise have pursuant to law or equity. No notice to or demand on any party in
any case shall entitle such party to any other or further notice or demand in
similar or other circumstances, or constitute a waiver of the right of either
party to any other or further action in any circumstances without notice or
demand.
SECTION 18. No Partnership. Nothing herein contained shall be deemed
or construed to create a partnership or joint venture between the parties
hereto. Nothing herein contained shall be deemed or construed as creating an
agency relationship between the Purchaser and the Seller and neither party shall
take any action which could reasonably lead a third party to assume that it has
the authority to bind the other party or make commitments on such party's
behalf.
SECTION 19. Miscellaneous. This Agreement supersedes all prior
agreements and understandings relating to the subject matter hereof. Neither
this Agreement nor any term hereof may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against whom enforcement of the change, waiver, discharge or termination is
sought.
* * * * * *
IN WITNESS WHEREOF, the Purchaser and the Seller have caused their
names to be signed hereto by their respective officers thereunto duly authorized
as of the day and year first above written.
X.X. XXXXXX CHASE COMMERCIAL MORTGAGE
SECURITIES CORP.
By: /s/ Xxxxxxx X. Xxx
------------------------------------
Name: Xxxxxxx X. Xxx
Title: Vice President
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION
By: /s/ Xxxxxxx X. Xxx
------------------------------------
Name: Xxxxxxx X. Xxx
Title: Vice President
EXHIBIT A
MORTGAGE LOAN SCHEDULE
JPMCC 2006-CIBC17
Mortgage Loan Schedule (Combined)
Loan # Mortgagor Name Property Address City State Zip Code
------ ---------------------------------------- ------------------------------------ ------------------ -------- --------
1 BF ATL, LLC, BF ATL II, LLC, BF ATL 000 Xxxxxxxxx Xxxx Xxxxxxx XX 00000
III, LLC, BF ATL IV, LLC, BF ATL V,
LLC
2 Centro Heritage SPE 1 LLC, Centro Various Various Various Various
Xxxxxxx SPE 1 LLC, Centro Heritage
Royal Oaks L.P., Centro Xxxxxxx
Heritage Square LLC, Heritage Old
Bridge LLC, Xxxxxxx Spring Mall
Limited Partnership, Xxxxxxxxxx
Square Associates Limited Partnership
2.01 000 Xxxxxxx Xxxxx Xxxxxxx Xxxxx XX 00000
2.02 0000 XX Xxxxx 0 Xxx Xxxxxx XX 00000
2.03 10972-11116 Xxxxx Xxxx Xxxxxxxxxx
Xxxx Xxxxxx XX 00000
2.04 0000 Xxxx Xxxxxxxx Xxxxxxxxx Xxxxxxxx XX 00000
2.05 11803-11815 Westheimer Xxxxxxx XX 00000
2.06 0000 Xxxxxxxxxxxx Xxxx Xxxxxxxx XX 00000
2.07 000 Xxxxx Xxxxx Xxxxx 00 Xxxxxxxxxx XX 00000
2.08 36 and 000-000 Xxxx 00xx Xxxxxx Xxxxxxxxx XX 00000
2.09 0000 Xxxxx Xxxxxxx Xxxxxxx Xxxxxxx Xxxxx XX 00000
2.1 0000-0000 Xxxxx Xxxx Xxxxxxxxx Xxxx Xxxxx XX 00000
2.11 0000 Xxxxx 00xx Xxxxxx Xxxxxxxxxx XX 00000
2.12 0000 Xxxxxx Xxxx Xxxx Xxxxx Xxxx Xxxx XX 00000
2.13 0000-0000 Xxxxxxxxxx Xxxx Xxxxxxxxx XX 00000
2.14 0000-0000 Xxxx Xxxxxxxx Xxxxxxxxx Xxxxxxxxxxx XX 00000
4 CNL Plaza Ltd. & CNL Plaza II Ltd. Xxxxxxx Xxxxxxx XX 00000
4.01 000 Xxxxx Xxxxxx Xxxxxx Xxxxxxx XX 00000
4.02 000 Xxxxx Xxxxxx Xxxxxx Xxxxxxx XX 00000
5 Centro Independence LLC 0000 Xxxxxxxx Xxxxx Xxxxxxxxxx XX 00000
6 Behringer Harvard Three Parkway, LLC 0000 Xxxxxx Xxxxxx Xxxxxxxxxxxx XX 00000
9 Bee Cave Galleria I, LP and Bee Cave XX 000 & Xxxxx Xxxxxxx 00 Xxxx Xxx Xxxx XX 00000
Galleria II, LP
12 D Design Holdings, L.P. 0000 Xxxxx Xxxxxxxx Xxxxxxx & 0000
Xxxxxx Xxxxxx Xxxxxx XX 00000
13 TS Midtown Holdings, LLC 00 Xxxx 00xx Xxxxxx Xxx Xxxx XX 00000
00 Xxxxxxx-Xxxxx Xxxxx Xxxxxxxx, XXX, 0000, 1821, 0000 Xxxx Xxx Xxxxxx
Xxxxxxx Xxxxx XX 00000
Xxxxxxx-Xxxxx Tempe Holdings II, LLC,
Xxxxxxx-Xxxxx Tempe Holdings III, LLC
00 Xxxxxxx Xxxxxxx (Xxxxxxxxxx) 000 Xxxx Xxxxx Xxxx Xxxxxxxxxx XX 00000
Investors, LLC, Xxxxxxx Capital
(Naperville) Investors 1, LLC,
Xxxxxxx Capital (Naperville)
Investors 2, LLC, Xxxxxxx Capital
(Naperville) Investors 3, LLC,
Xxxxxxx Capital (Naperville)
Investors 4, LLC, Xxxxxxx Capital
(Naper
21 471 Culebra Market, L.P. 0000 Xxxx Xxxx 0000 Xxxxx Xxx Xxxxxxx XX 00000
00 Xxxxx Xxxxx Center Manager, LLC 00000 Xxxxx Xxxxx Xxxx Xxxxxxxxxxxx XX 00000
26 Mission Brentwood, DST 0000 Xxxxxxx Xxxxxx Xxxxxxxxx XX 00000
27 W 54-7 LLC 000 Xxxx 00xx Xxxxxx Xxx Xxxx XX 00000
29 Points East, LLC, Prima Casa, LLC, 0000 Xxxxxx Xxxxxx Xxxxxx XX 00000
NSF Investments, LLC, SHT Points
East, LLC, Xxxxxxxx Fairport, LLC,
Des-Pointe East, LLC
31 CEP Expo Investors LLC 0000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxxxx XX 00000
00 Xxxxxxxxx Xxxxxxx Xxxxxxxxx, LLC 0000 Xxxxxxxxx Xxxxxxx Xxxxxxxxxx XX 00000
34 XX XX - Sunnyside, LLC 5640, 5760 and 0000-0000 Xxxxxxxxx
Xxxxxx Xxxxxxxxxx XX 00000
39 Lakepoint Office Park, LLC, SHT 0000 Xxxxxxxxxx Xxxxxxx Xxxxxxxxx XX 00000
Lakepoint, LLC
42 Xxxxxx Centre, LLC 0000 Xxxxx 00xx Xxxxxx Xxxxxxxxx XX 00000
43 Arbors of Traverse West, LLC 0000 Xxxxxxx Xxxx Xxxxxxxx Xxxx XX 00000
45 FWI 29 LLC 000 Xxxxxxxx Xxxxxxx Xxxxx Xxxxxxxx XX 00000
51 Pecan-Waco Investors, LLC 0000 Xxxx Xxxxx Xxxxx Xxxx XX 00000
52 21800 Burbank FBS, LLC 00000 Xxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxx XX 00000
56 Woodhollow-Waco, LLC 0000 Xxxx Xxxxx Xxxxx Xxxx XX 00000
57 MRI Saddlehorn Superstition 0000 Xxxx Xxxxxxx Xxxxxx Xxxx XX 00000
Investment Fund, LLC
00 Xxxxxxx Xxxxxx Partnership 000 Xxxx Xxxxxx Xxxxxx Xxxxxxxxxxxx XX 00000
00 Xxx Xxxxxxxx Xxxxx XX, X.X. 00 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxx XX 00000
66 The Chancellor, LLC 0000 Xxxx Xxxxxxxxx Xxxxx Xxxxxx XX 00000
67 Killeen ATM LLC 000 Xxxxx Xxxx Xxxx Xxxxxx Xxxxxxx XX 00000
69 Majestic Realty Corp. 000 Xxxx 00xx Xxxxxx Xxx Xxxx XX 00000
70 Beaumont Medical Building-Xxxxxx, LLC 0000 Xxxxxx Xxxx Xxxxxx XX 00000
71 RGMH Properties East LLC 0000 Xxxx Xxxx Xxxxxx Xxxxxxxxxxxx XX 00000
73 Jerc Partners VI, L.P., Warminster 0000-0000 Xxxx Xxxxxx Xxxx Xxxxxxxxxx XX 00000
Square, L.P.
78 All Storage GB, L.P. 0000 Xxxxxxxx Xxxx Xxxx Xxxxx XX 00000
79 Uptown Realty Unlimited LLC 000-000 Xxxx Xxxxxxxxxx Xxxxxx Xxx Xxxx XX 00000
00 Xxx Xxxxxxxx xx Xxxxxx Xxxx XX, X.X.X. 000 Xxxxxx Xxxx Xxxxx Xxxxxxxxxxxx XX 00000
81 Royal Patriot, LLC 5104 & 0000 Xxxxxxx Xxxxx Xxxxxxxxx XX 00000
00 Xxxxxxxxxx Xxxxxxxxxx Xxxx, LLC 0000 Xxxxxxxxxx Xxxxxx Xxxxxxxxxx XX 00000
00 Xxxxxxxxxxxx Xxx Tree Partners, LTD 0000 Xxxx Xxxxxxxxxxx Xxxx Xxxxxxxxxxxx XX 00000
88 United Commercial Holdings, LLC 00000 Xxxxxxxxxx Xxxxxx Xxxxxxxxxxx XX 00000
92 Sun Group Homes, LLC 0000 Xxxx Xxxxx Xxxxxx Xxxxxx XX 00000
95 000 Xxxxxx Xxxxxx Realty LLC 0000-0000 Xxxxx Xxxx and 0000-0000
Xxxx Xxxx Xxxxxxxx XX 00000
99 Eckville LP 0000 Xxxx Xxxxxx Xxxxxxxxxxx XX 00000
100 815 Realty LLC 000-000 Xxxx 000 Xxxxxx Xxx Xxxx XX 00000
101 The Shoppes at Dunkirk LLC and 00000 Xxxxxxxx Xxxxxxxx Xxxxxxxxx Xxxxxxx XX 00000
Country Plaza Manager LLC
105 Gratiot Retail Center, LLC 00000 Xxxxxxx Xxxxxx Xxxxxxxxx XX 00000
000 Xxxxx Xxxxx Xxxx Xxxxxx, LLC 0000 Xxxxx Xxxxx Xxxxxx Xxxxx Xxxxx XX 00000
115 Professional Properties of the Palm 9121 - 0000 Xxxxx Xxxxxxxx Xxxxx Xxxx Xxxxx Xxxxxxx XX 00000
Beaches, Inc.
116 1781 Riverside LLC 0000-0000 Xxxxxxxxx Xxxxx Xxx Xxxx XX 00000
118 133 West L.L.C. 000 Xxxx 00xx Xxxxxx Xxx Xxxx XX 00000
000 Xxxxxxx Xxxx Limited Partnership, 0000-0000 Xxxxxxx Xxxx Xxx Xxxxxx XX 00000
Xxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx
122 11250 North Central, L.P. 00000 Xxxxx Xxxxxxx Xxxxxxxxxx Xxxxxx XX 00000
000 Xxxxx Xxxx Xxxxxxxxx, LLC 000 Xxxx Xxxxxxx Xxxxxx Xxxxxxx XX 00000
125 Sayona Hospitality, LLC 0000 X X Xxxxxxx Xxxxx Xxxxxxx Xxxxxx XX 00000
000 Xxxxxx Xxxxxxxxx, L.L.C. 0000 Xxxxxxxx Xxxxxxxx Xxxxxxxxx Xxxxxxxx XX 00000
128 EPT Southview Apartments I, LLC & EPT 000 Xxxxx Xxxxxxxxx Xxxxx Xx Xxxx XX 00000
Southview Apartments II, LLC
129 Xxxxxx LLC 0000 Xxxx Xxxxxxxx Xxxxxx Xxxxxxxx XX 00000
130 BSPM Hospitality LLC 000 Xxxxx Xxxxxx Xxx Xxxxxxxxxxx XX 00000
000 Xxxxxxxx Xxxxxx Xxxxx Xxxx Phase I, 0000 Xxxxxxx Xxxxx Xxxx Xxxxx Xxxx XX 00000
Ltd.
134 Devi Ten LLC 0000 Xxxx 0xx Xxxxxx Xxxxxxxxxx XX 00000
135 1318-1320 W. Broad Street, LLC 0000 Xxxx Xxxxx Xxxxxx Xxxxxxxx XX 00000
136 Fort Xxxxx Lodgings, L.L.C. 000 Xxxxxxx Xxxx Xxxx Xxxx Xxxxx XX 00000
137 Oakhill Manor Apartments Limited 0000 Xxxx 00xx Xxxxxxx Xxxxxx Xxxx XX 00000
Partnership
000 Xxxxxxx Xxxxxxxx Xxxx, LLC 00000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxx XX 00000
000 Xxxxxxx Xxxxxxxx, LLC 0000 Xxxxxxx Xxxxxxx Xxxxxxx XX 00000
000 Xxxxxx Xxxx. Equities LLC 000-000 Xxxxx Xxxxxx Xxxxxxxxx Xxxxxxxxxx XX 00000
143 The Shoppes of Hebron, LLC 0000 Xxxxx Xxxx Xxxx Xxxxxx XX 00000
000 Xxxx Xxxxx Professional Building, LLC 0-0000 Xxxxx Xxxxxxx Xxxxx XX 00000
145 TP Investors, LLC 0000 Xxx Xxxxx Xxxxxxxxxx XX 00000
146 TP Investors, LLC 0000 Xxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx XX 00000
148 TP Investors, LLC 0000 Xxxxxxx Xxxxx Xxxxxxxxxx XX 00000
149 TP Investors, LLC 000 Xxxxxx Xxxxxx Xxxxxxxxx XX 00000
150 610 LLC 000 Xxxx 000xx Xxxxxx Xxx Xxxx XX 00000
151 Xxxx Xxxxxxxxx Enterprises, Inc. 0000 Xxxx Xxxxx Xxxx Xxxxxxxxxx XX 00000
Interest Net Mortgage
Loan # County Property Name Size Measure Rate (%) Interest Rate
------ ---------------- -------------------------------------------- -------- ----------- --------- -------------
1 Xxxxxx Bank of America Plaza 1253499 Square Feet 6.12640 6.10560
2 Various Centro Heritage Portfolio 2746128 Square Feet 5.39400 5.37320
2.01 Xxxx Commons of Chicago Ridge 324530 Square Feet 5.39400
2.02 Middlesex Old Bridge Gateway 235995 Square Feet 5.39400
2.03 Ozaukee Mequon Pavilions 213436 Square Feet 5.39400
2.04 Xxxxxx Xxxxxxxx Square 318435 Square Feet 5.39400
2.05 Xxxxxx Xxxxx Xxxx Xxxxxxx 000000 Square Feet 5.39400
2.06 Xxxxxxxxxx Xxxxxxxxxx Square 330226 Square Feet 5.39400
2.07 Dupage Heritage Square 210753 Square Feet 5.39400
2.08 Xxxxxxxx Xxx Xxxx/ Xxxxxxxxx Xxx 000000 Square Feet 5.39400
2.09 Broward Shoppers Haven Shopping Center 206942 Square Feet 5.39400
2.1 Xxxxx Apple Xxxx Crossing 150446 Square Feet 5.39400
2.11 Milwaukee Spring Mall 188861 Square Feet 5.39400
2.12 Xxxxxx Xxxxx Bear Hills 73095 Square Feet 5.39400
2.13 Xxxxx Xxxxx Xxxxxxxxx Xxxxxx 00000 Square Feet 5.39400
2.14 Peoria Xxxxxxxxxxx Xxxxxx 00000 Square Feet 5.39400
4 Orange CNL Center I & II 620887 Square Feet 5.89200 5.87120
4.01 Orange CNL Center I 345941 Square Feet 5.89200
4.02 Orange CNL Center II 274946 Square Feet 5.89200
0 Xxx Xxxxxxx Xxxxxxxxx Xxxxxxxxxxxx Independence 493432 Square Feet 6.17350 6.15270
6 Philadelphia Three Parkway 561631 Square Feet 5.47500 5.45420
9 Xxxxxx The Shops at the Galleria 487067 Square Feet 5.67150 5.65070
12 Dallas Dallas Design Center 370577 Square Feet 5.73300 5.71220
13 New York 00 X 00xx Xx 135150 Square Feet 6.13750 6.11670
00 Xxxxxxxx Xxx Xxxx Xxxxxxxx Xxxx 293791 Square Feet 5.88000 5.85920
00 Xx Xxxx Xxxxxxxxxx Xxxxxx 000000 Xxxxxx Feet 6.20750 6.18670
21 Bexar Culebra Market 194166 Square Feet 5.65000 5.62920
22 Montgomery Xxxxx Xxxxx Xxxxxx 000000 Square Feet 5.90700 5.88620
26 Davidson Archstone Brentwood Apartments 380 Units 5.88750 5.86670
27 New York 000 Xxxx 00xx Xxxxxx 71 Units 5.83100 5.81020
00 Xxxx Xxxxxx Xxxx Xxxxxxxx Xxxxxx 000000 Xxxxxx Feet 6.06000 6.03920
31 Sacramento Allied Insurance Building 132418 Square Feet 6.12800 6.10720
00 Xxxxxxxxx Xxxxxxxxx XX 000000 Square Feet 5.55970 5.52890
00 Xxxxxx Xxxxxxx Xxxxxxxxx Xxxxxxxxxx Xxxxxx 000000 Square Feet 6.08300 6.01220
00 Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxx 000000 Xxxxxx Feet 6.25750 6.18670
42 Milwaukee Xxxxxx Centre 194800 Square Feet 6.22750 6.20670
43 Grand Traverse Phase I: Arbors of Traverse 216 Units 6.30900 6.25820
00 Xxxxxxxx Xxxxx Xxxxxxx Shopping Center 196589 Square Feet 5.80000 5.77920
51 Mclennan Pecan Ridge Apartments 252 Units 5.90000 5.87920
52 Los Angeles 21800 Burbank 58886 Square Feet 6.17950 6.15870
56 McLennan Woodhollow Apartments 220 Units 5.90000 5.87920
57 Maricopa Superstition Villas 249 Units 5.99500 5.97420
00 Xxxxxx Xxxxxxx Xxxxxx Shopping Center 206233 Square Feet 5.87750 5.83170
00 Xxx Xxxxxxx Xxx Xxxxxxxx Xxxxx XX 00000 Square Feet 6.12300 6.10220
00 Xxxxxx Xxxx Xxxx Apartments 282 Units 6.11000 6.08920
00 Xxxx Xxxxxxxx Xxxxx 149334 Square Feet 5.89000 5.86920
69 New York 000 Xxxx 00xx Xxxxxx 64 Units 5.83100 5.81020
70 Macomb Beaumont Medical Building 35219 Square Feet 5.85650 5.77070
00 Xxxxxxxxxx Xxxxxx Xxxxxxxx Xxxxx II 240 Beds 6.14500 6.05420
00 Xxxxx Xxxxxxxxxx Xxxxxx 59971 Square Feet 5.97000 5.87920
00 Xxxxxxx Xxxxxxxx Xxxx All Storage 1281 Units 5.92500 5.90420
00 Xxx Xxxx 000 Xxxx Xxxxxxxxxx Ave 115 Units 5.83100 5.81020
80 Cumberland The Preserve at Grande Oaks II 75 Units 5.80000 5.77920
81 Xxxxxxxxx Center at Monocacy 74240 Square Feet 6.10400 6.02320
00 Xxxxxx Xxxxxxxxxx Xxxxxxxxxx Xxxx 118470 Square Feet 6.46000 6.37920
00 Xxxxx Xxx Xxxx Xxxxxxxxxx 000 Units 5.98830 5.87750
88 Orange 00000 Xxxxxxxxxx Xxxxxx 41366 Square Feet 6.15000 6.12920
92 Xxxxxxxxx Westwood Apartments 194 Units 6.55000 6.52920
95 Franklin The Patio Shops 51400 Square Feet 6.08000 6.05920
00 Xxxxxx Xxxxxx'x - Xxxxxxxxxxx, XX 00000 Square Feet 5.97000 5.94920
100 New York 000 Xxxx 000 Xxxxxx 69 Units 5.83100 5.81020
101 Xxxxxxx Country Plaza 31883 Square Feet 5.95900 5.93820
105 Macomb Gratiot Retail 17929 Square Feet 6.25000 6.19920
000 Xxxxxxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxx XXX 00000 Square Feet 6.29250 6.27170
000 Xxxx Xxxxx Xxxxxxx Professional Center 56650 Square Feet 6.14500 6.07420
116 New York 0000 Xxxxxxxxx Xxxxx 69 Units 5.83100 5.81020
118 New York 000 Xxxx 00xx Xxxxxx 36 Units 5.83100 5.81020
121 Atlantic County Delilah Road Warehouse 137892 Square Feet 5.67000 5.64920
122 Dallas 00000 X. Xxxxxxx Xxxxxxxxxx 00000 Xxxxxx Feet 6.10000 6.07920
000 Xxxxxxxx Xxxxx Xxxx Apartments 192 Units 6.28000 6.25920
000 Xxxxxxxx Xxxxxxx Xxx Xxxxxxx - Xxxxxxx Xxxxxx 71 Rooms 6.51700 6.42620
000 Xxxxxxxxx Xxxxxx Xxxxxxxxx Shopping Center 24484 Square Feet 6.07100 6.05020
128 El Paso Southview Apartments 121 Units 5.91000 5.83920
000 Xxx Xxxxxxxxxx Xxxxx 00000 Xxxxxx Feet 6.23000 6.20920
130 Berkeley Days Inn - Martinsburgh 62 Rooms 6.46700 6.37620
000 Xxxxxxxxxx Xxxxxxxx Xxxxxx 00000 Square Feet 6.43000 6.40920
134 Massac Xxxxxxx Xxx Xxxxxxx - Xxxxxxxxxx 00 Rooms 6.36250 6.27170
135 Richmond City 0000 Xxxx Xxxxx Xxxxxx 25 Units 6.19700 6.08620
136 De Xxxx Holiday Inn Express - Fort Xxxxx 60 Rooms 6.05000 5.95920
137 Xxxxxxx Oakhill Manor Apartments 160 Units 6.18000 6.06920
000 Xxx Xxxxxxx Xxxxxxx Xxxxxxxx Xxxx 00000 Square Feet 6.11500 6.04420
140 Midland Xxxxxxx Crossing 19436 Square Feet 6.40000 6.37920
000 Xxxxxxxx Xxxxxx Xxxxx 00000 Xxxxxx Feet 6.38000 6.35920
143 Xxxxx Shoppes of Hebron 17341 Square Feet 6.00000 5.88920
000 Xxxxx Xxxx Xxxxx Xxxxxxxxxxxx Xxxxxxxx 00000 Xxxxxx Feet 6.37500 6.35420
000 Xxxxxxxx Xxxxxxx Xxxxx Xxxxxxxxxx 00 Units 5.90000 5.87920
000 Xxxxx Xxxxxxxxx Xxxxx Apartments 59 Units 5.90000 5.87920
000 Xxxxxxxx Xxxx Xxxxx I Apartments 49 Units 5.90000 5.87920
000 Xxxxxxxx Xxxxx Xxxxxxxx Xxxxx Apartments 50 Units 5.90000 5.87920
150 New York 000 Xxxx 000xx Xxxxxx 34 Units 5.83100 5.81020
000 Xxxx Xxxxx Xxxxxxx Xxxxx 00000 Square Feet 6.18000 6.10920
Original Rem. Maturity/ARD Amort. Rem. Monthly Servicing
Loan # Balance Cutoff Balance Term Term Date Term Amort. Debt Service Fee Rate Accrual Type
------ ----------- -------------- ---- ---- ------------ ------ ------ ------------ -------- ------------
1 263,000,000 263,000,000 120 119 10/01/16 0 0 1,361,351 0.02000 Actual/360
2 220,936,419 220,936,419 120 120 11/01/16 0 0 1,006,902 0.02000 Actual/360
2.01 25,720,000 25,720,000 120 120 11/01/16 0 0 0.02000
2.02 24,490,000 24,490,000 120 120 11/01/16 0 0 0.02000
2.03 23,860,000 23,860,000 120 120 11/01/16 0 0 0.02000
2.04 23,430,000 23,430,000 120 120 11/01/16 0 0 0.02000
2.05 22,630,000 22,630,000 120 120 11/01/16 0 0 0.02000
2.06 17,440,000 17,440,000 120 120 11/01/16 0 0 0.02000
2.07 16,770,000 16,770,000 120 120 11/01/16 0 0 0.02000
2.08 16,320,000 16,320,000 120 120 11/01/16 0 0 0.02000
2.09 14,960,000 14,960,000 120 120 11/01/16 0 0 0.02000
2.1 13,100,000 13,100,000 120 120 11/01/16 0 0 0.02000
2.11 11,880,000 11,880,000 120 120 11/01/16 0 0 0.02000
2.12 4,576,419 4,576,419 120 120 11/01/16 0 0 0.02000
2.13 3,730,000 3,730,000 120 120 11/01/16 0 0 0.02000
2.14 2,030,000 2,030,000 120 120 11/01/16 0 0 0.02000
4 138,000,000 138,000,000 120 120 11/01/16 0 0 686,991 0.02000 Actual/360
4.01 83,000,000 83,000,000 120 120 11/01/16 0 0 0.02000
4.02 55,000,000 55,000,000 120 120 11/01/16 0 0 0.02000
5 110,000,000 110,000,000 120 120 11/01/16 0 0 573,764 0.02000 Actual/360
6 67,125,000 67,125,000 120 120 11/01/16 360 360 380,076 0.02000 Actual/360
9 56,000,000 56,000,000 120 116 07/01/16 360 360 324,014 0.02000 Actual/360
12 39,000,000 39,000,000 120 119 10/01/16 360 360 227,172 0.02000 Actual/360
13 38,500,000 38,500,000 120 119 10/01/16 360 360 234,241 0.02000 Actual/360
17 30,800,000 30,800,000 120 120 11/01/16 360 360 182,292 0.02000 Actual/360
19 23,175,000 23,175,000 120 118 09/01/16 360 360 142,052 0.02000 Actual/360
21 22,600,000 22,600,000 120 120 11/01/16 0 0 107,886 0.02000 Actual/360
22 22,000,000 22,000,000 120 120 11/01/16 360 360 130,589 0.02000 Actual/360
26 20,000,000 20,000,000 120 120 11/01/16 360 360 118,467 0.02000 Actual/360
27 18,800,000 18,800,000 120 120 11/01/16 0 0 92,621 0.02000 Actual/360
29 18,250,000 18,250,000 120 119 10/01/16 360 360 110,123 0.02000 Actual/360
31 17,000,000 17,000,000 84 82 09/01/13 0 0 88,019 0.02000 Actual/360
32 17,000,000 17,000,000 120 120 11/01/16 360 360 97,162 0.03000 Actual/360
34 16,100,000 16,100,000 120 120 11/01/16 0 0 82,747 0.07000 Actual/360
39 14,800,000 14,800,000 120 118 09/01/16 360 360 91,198 0.07000 Actual/360
42 13,625,000 13,625,000 120 119 10/01/16 360 360 83,692 0.02000 Actual/360
43 13,200,000 13,200,000 120 119 10/01/16 360 360 81,782 0.05000 Actual/360
45 13,060,000 13,060,000 120 120 11/01/16 360 360 76,630 0.02000 Actual/360
51 11,425,000 11,425,000 120 120 11/01/16 360 360 67,766 0.02000 Actual/360
52 11,350,000 11,350,000 120 118 09/01/16 360 360 69,364 0.02000 Actual/360
56 10,025,000 10,025,000 120 120 11/01/16 360 360 59,462 0.02000 Actual/360
57 10,000,000 10,000,000 120 119 10/01/16 360 360 59,923 0.02000 Actual/360
58 9,800,000 9,800,000 120 115 06/01/16 360 360 57,986 0.04500 Actual/360
64 9,000,000 9,000,000 120 120 11/01/16 360 360 54,673 0.02000 30/360
66 8,700,000 8,700,000 120 120 11/01/16 360 360 52,778 0.02000 Actual/360
67 8,500,000 8,500,000 120 113 04/01/16 360 360 50,362 0.02000 Actual/360
69 8,200,000 8,200,000 120 120 11/01/16 0 0 40,399 0.02000 Actual/360
70 8,000,000 8,000,000 120 120 11/01/16 360 360 47,228 0.08500 Actual/360
71 8,000,000 8,000,000 120 120 11/01/16 360 360 48,712 0.09000 Actual/360
73 7,428,000 7,428,000 120 119 10/01/16 360 360 44,391 0.09000 Actual/360
78 7,100,000 7,093,998 120 119 10/01/16 360 359 42,226 0.02000 Actual/360
79 6,700,000 6,700,000 120 120 11/01/16 0 0 33,009 0.02000 Actual/360
80 6,700,000 6,700,000 120 119 10/01/16 360 360 39,312 0.02000 Actual/360
81 6,700,000 6,691,622 180 179 10/01/21 300 299 43,595 0.08000 Actual/360
82 6,500,000 6,500,000 60 60 11/01/11 0 0 35,478 0.08000 Actual/360
86 6,352,000 6,352,000 120 120 11/01/16 360 360 38,036 0.11000 Actual/360
88 6,500,000 6,500,000 60 60 12/01/11 360 360 39,600 0.02000 Actual/360
92 5,700,000 5,700,000 120 115 06/01/16 360 360 36,216 0.02000 Actual/360
95 5,520,000 5,520,000 120 118 09/01/16 360 360 33,380 0.02000 Actual/360
99 5,100,000 5,095,739 120 119 10/01/16 360 359 30,479 0.02000 Actual/360
100 5,000,000 5,000,000 120 120 11/01/16 0 0 24,633 0.02000 Actual/360
101 5,000,000 5,000,000 120 119 10/01/16 360 360 29,846 0.02000 Actual/360
105 4,700,000 4,700,000 120 120 11/01/16 360 360 28,939 0.05000 Actual/360
106 4,650,000 4,650,000 120 118 09/01/16 360 360 28,760 0.02000 Actual/360
115 4,313,000 4,309,560 120 119 10/01/16 360 359 26,262 0.07000 Actual/360
116 4,300,000 4,300,000 120 120 11/01/16 0 0 21,185 0.02000 Actual/360
118 4,000,000 4,000,000 120 120 11/01/16 0 0 19,707 0.02000 Actual/360
121 4,000,000 3,938,768 120 105 08/01/15 360 345 23,140 0.02000 Actual/360
122 3,880,000 3,880,000 120 119 10/01/16 360 360 23,513 0.02000 Actual/360
124 3,775,000 3,775,000 120 115 06/01/16 360 360 23,317 0.02000 Actual/360
125 3,750,000 3,745,684 120 119 10/01/16 300 299 25,360 0.09000 Actual/360
127 3,520,000 3,513,662 120 118 09/01/16 360 358 21,265 0.02000 Actual/360
128 3,475,000 3,475,000 120 118 09/01/16 360 360 20,634 0.07000 Actual/360
129 3,475,000 3,460,094 120 115 06/01/16 360 355 21,351 0.02000 Actual/360
130 3,350,000 3,346,105 120 119 10/01/16 300 299 22,550 0.09000 Actual/360
133 3,100,000 3,100,000 120 120 11/01/16 360 360 19,452 0.02000 Actual/360
134 3,125,000 3,093,929 120 115 06/01/16 240 235 23,047 0.09000 Actual/360
135 3,000,000 3,000,000 120 119 10/01/16 360 360 18,368 0.11000 Actual/360
136 3,000,000 3,000,000 120 120 11/01/16 300 300 19,421 0.09000 Actual/360
137 3,000,000 3,000,000 120 119 10/01/16 360 360 18,335 0.11000 Actual/360
139 2,900,000 2,894,830 120 118 09/01/16 360 358 17,602 0.07000 Actual/360
140 2,860,000 2,855,222 120 118 09/01/16 360 358 17,889 0.02000 Actual/360
142 2,640,000 2,635,569 120 118 09/01/16 360 358 16,479 0.02000 Actual/360
143 2,600,000 2,600,000 120 119 10/01/16 360 360 15,588 0.11000 Actual/360
144 2,300,000 2,300,000 120 119 10/01/16 360 360 14,349 0.02000 Actual/360
145 2,020,000 2,020,000 120 112 03/01/16 360 360 11,981 0.02000 Actual/360
146 1,900,000 1,900,000 120 112 03/01/16 360 360 11,270 0.02000 Actual/360
148 1,300,000 1,300,000 120 112 03/01/16 360 360 7,711 0.02000 Actual/360
149 1,160,000 1,160,000 120 112 03/01/16 360 360 6,880 0.02000 Actual/360
150 1,000,000 1,000,000 120 120 11/01/16 0 0 4,927 0.02000 Actual/360
151 1,000,000 999,210 120 119 10/01/16 360 359 6,112 0.07000 Actual/360
Originator/
ARD ARD Step Crossed Loan Letter of
Loan # (Y/N) Up (%) Title Type Loan Seller Guarantor Credit
------ ----- -------- ----------------- ------- ----------- ------------------------------------- ----------
1 No Fee JPMCB The GFW Trust, The GFW II Trust No
013f
1 No Fee JPMCB The GFW Trust, The GFW II Trust No
2 No Fee JPMCB Centro Watt America REIT 16A, Inc. No
2.01 No Fee JPMCB No
2.02 No Fee JPMCB No
2.03 No Fee JPMCB No
2.04 No Fee JPMCB No
2.05 No Fee JPMCB No
2.06 No Fee JPMCB No
2.07 No Fee JPMCB No
2.08 No Fee JPMCB No
2.09 No Fee JPMCB No
2.1 No Fee JPMCB No
2.11 No Fee JPMCB No
2.12 No Fee JPMCB No
2.13 No Fee JPMCB No
2.14 No Fee JPMCB No
4 No Fee JPMCB CNL Financial Group, Inc. No
4.01 No Fee JPMCB No
4.02 No Fee JPMCB No
5 No Fee JPMCB Centro Watt America REIT 10, Inc. No
6 No Fee JPMCB Behringer Harvard REIT I, Inc. No
9 No Fee JPMCB Xxxxxxx Xxxxxxxxxxx 7,650,000.0
12 No Fee JPMCB W. Xxxx Xxxxxx No
13 No Fee JPMCB DCD America, Inc. No
17 No Leasehold JPMCB Xxxxx X. Xxxxx No
19 No Fee JPMCB Xxxxx X. Xxxxxxx, Xxxxxxx & Xxxx No
Xxxxxx, Xxxxxxx & Xxxxx Xxxxxx, Xxxx
Xxxxxxx, Xxxxx & Xxxx Xxxxxxx, Xxxxx
Xxxxx & Xxxxxxx Xxxxxxx, Xxxxxxx
Xxxxxx & Xxxxxxx Xxxxx, Xxxxxx
Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxx Xxxx,
Xxxx & Xxxxx Xxxxxxx, Xxxxx Xxxxxxx,
Richard Sa
21 No Fee JPMCB 471 Culebra Investors, LP No
22 No Fee JPMCB Shady Grove Center, Xxxxxx Xxxxxxxx, No
Xxxx Xxxxxxxx
26 No Fee JPMCB Finlay Partners, LLC No
27 No Fee JPMCB Xxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxxxxxx No
29 No Fee JPMCB Xxxxxxx Xxxxxx, Xxxxxx X. Xxxxxxx, Xxx No
X. Xxxxxxxx, Xxxxx X. Xxxxxxxx, Xxxxxx
X. X. Xxxxxx, Xx., Xxxx Xxxxxx-Xxxxx
31 No Fee JPMCB Xxxxx Xxxxxxxx LLC No
32 No Fee JPMCB Behringer Harvard REIT I, Inc. No
34 No Fee JPMCB XX XX - Sunnyside, LLC No
39 No Fee JPMCB Xxxxxxxx Xxxxx, Xxxxxx Xxxxxxxx No
42 No Fee and Leasehold JPMCB Xxxxx Xxxxxx 250,000.0
43 No Fee JPMCB Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxxx No
45 No Fee JPMCB Flagship Investment I LLC, Xxxxxx X. No
Xxxxxx III
51 No Fee JPMCB Xxx X. Xxxxxxxx, Xxxxxxx X. Xxxxx No
52 No Fee JPMCB Xxxxx Xxxxxxx, Xxxxxx X. Xxxxx No
56 No Fee JPMCB Xxx X. Xxxxxxxx, Xxxxxxx X. Xxxxx No
57 No Fee JPMCB Xxxx X. Xxxxx, D. Xxxxxxx Xxxxx No
58 No Fee JPMCB Xxxxxxxx Xxxxxxx No
64 No Fee JPMCB Xxxxxx X. Xxxxx, Xxxxxxx Xxxxxxxx No
66 No Fee JPMCB Xxxx X. Xxxxxxxx No
67 No Fee JPMCB Xxxxxxx Xxxxxxxxxxx No
69 No Fee JPMCB Xxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxxxxxx No
70 No Fee JPMCB Xxxxxxx X. Xxxxx No
71 No Fee JPMCB Xxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxx X. No
Xxxxxx, II, Xxxx X. Xxxxx, Xx.
73 No Fee JPMCB Xxxxx X. Xxxxxxxx, Xxxxxxx X. No
Xxxxxxxx, Xxxxx Haut
78 No Fee JPMCB Xxxx Xxxxxxxxxx No
79 No Fee JPMCB Xxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxxxxxx No
80 No Fee JPMCB Xxxxxxx X. Xxxxx No
81 No Fee JPMCB Monocacy Business Center, LLC No
82 No Fee JPMCB N. Xxxxxxx Xxxxxxxx No
86 No Fee JPMCB Xxxxx X. Xxxxxxxxxx No
88 No Fee JPMCB Xxxx Viet Xxxx Xx No
92 No Fee JPMCB Xxxx XxXxxxxx Fetch, Xxxxxx X. Fetch No
95 No Fee JPMCB Xxxxxx Xxxxxxxx 100,000.0
99 No Fee JPMCB Xxxxxx Xxxxxxxxxx, Xxxxxx Xxxxxx No
100 No Fee JPMCB Xxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxxxxxx No
101 No Fee JPMCB Xxxxxxx X. Xxxxxxx, The Shoppes at No
Dunkirk LLC, Country Plaza LLC
105 No Fee JPMCB Xxxxxxx Xxxxx, Xxxxxx Xxxxx and Xxxxx 200,000.0
Xxxxxxxx
106 No Fee JPMCB Xxxxxx Xxxxx, Xxxxxx Xxxxxxxxx No
115 No Fee JPMCB Xxxxx X. XxXxxxxxx, Xxxxxxxx Xxxxxxxxx No
116 No Fee JPMCB Xxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxxxxxx No
118 No Fee JPMCB Xxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxxxxxx No
121 No Fee JPMCB Xxxxxx X. Xxxxxx, Xxxxxxx Xxxxxx No
122 No Fee JPMCB Xxxxxx Xxxxxxx No
124 No Fee JPMCB Xxxxxxx X. Xxxxxxx, GH Capital, LLC No
125 No Fee JPMCB Dhumesh Xxxxx, Xxxxxx X. Xxxxx and No
Xxxxx X. Xxxxx
127 No Fee JPMCB Xxxxxxx X. Xxxxxxxxx, III No
128 No Fee JPMCB Xxxxxxx Xxxxxxx No
129 No Fee JPMCB Xxxxx X. Xxxxx, Xxxxx Xxxxxx Xxxxx, No
Xxxxxx Xxxxxxx Xxxx, Xxxxxx Xxxx Xxxx
130 No Fee JPMCB Dhumesh Xxxxx, Xxxxx X. Xxxxx No
133 No Fee JPMCB Xxxxx X. Xxxxxx, Xxxxx and Xxx Xxxxxx No
Irrevocable Children's Trust Under
Trust Agreement Dated December 1, 1997
134 No Fee JPMCB Xxxxxx Xxxxxxxx, Xxxxx X. Xxxxxxxx No
135 No Fee JPMCB Xxxxxxx X. Xxxxxxx, III No
136 No Fee JPMCB Xxxxxxxxx Xxxxx, M.D. No
137 No Fee JPMCB Xxxxx X. Xxxxx No
139 No Fee JPMCB Xxxx Xxxxxxx, Xxxxx Xxxxxxx Xxxxxxx No
140 No Fee JPMCB Xxxxxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx No
142 No Fee JPMCB Xxxxxxx Xxxxx No
143 No Fee JPMCB Xxxxxxx X. Xxxxxxx No
144 No Fee JPMCB Xxxxx X. XxXxxxxx 130,000.0
145 No Fee JPMCB Xxxxxxx X. Xxxxxxx, GH Capital, LLC No
146 No Fee JPMCB Xxxxxxx X. Xxxxxxx, GH Capital, LLC No
148 No Fee JPMCB Xxxxxxx X. Xxxxxxx, GH Capital LLC No
149 No Fee JPMCB Xxxxxxx X. Xxxxxxx, GH Capital LLC No
150 No Fee JPMCB Xxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxxxxxx No
151 No Fee JPMCB Xxxxxxxx Xxxxxxxxx No
UPFRONT ESCROW
-------------------------------------------------------------------------------------------------------------
Upfront CapEx Upfront Eng. Upfront Envir. Upfront TI/LC Upfront RE Tax Upfront Ins. Upfront Other
Loan # Reserve Reserve Reserve Reserve Reserve Reserve Reserve
------ ------------- ------------ -------------- ------------- -------------- ------------ -------------
1 0.00 0.00 0.00 5,379,550.00 834,729.83 0.00 14,200,000.00
2 0.00 0.00 0.00 0.00 0.00 0.00 0.00
2.01
2.02
2.03
2.04
2.05
2.06
2.07
2.08
2.09
2.1
2.11
2.12
2.13
2.14
4 0.00 0.00 0.00 5,227,156.00 377,659.00 0.00 447,976.00
4.01
4.02
5 0.00 0.00 0.00 0.00 0.00 0.00 0.00
6 0.00 0.00 0.00 497,912.00 0.00 0.00 0.00
9 0.00 0.00 0.00 0.00 0.00 0.00 0.00
12 0.00 504,062.00 0.00 0.00 672,812.00 92,757.29 0.00
13 0.00 6,250.00 0.00 2,005,459.00 354,202.48 56,659.16 0.00
17 0.00 0.00 0.00 1,000,000.00 14,638.73 3,028.08 884,850.00
19 0.00 0.00 0.00 2,500,000.00 71,182.41 3,929.33 0.00
21 0.00 0.00 0.00 0.00 457,178.37 22,110.88 0.00
22 0.00 0.00 0.00 50,000.00 70,724.17 12,424.17 0.00
26 500,000.00 15,000.00 0.00 0.00 310,048.06 52,571.33 119,000.00
27 0.00 0.00 0.00 0.00 0.00 0.00 0.00
29 0.00 38,500.00 0.00 0.00 152,112.55 2,267.92 132,100.00
31 0.00 0.00 0.00 0.00 0.00 0.00 0.00
32 0.00 405,000.00 0.00 152,802.15 0.00 0.00 0.00
34 0.00 0.00 0.00 0.00 67,868.77 6,221.50 0.00
39 0.00 7,625.00 0.00 500,000.00 91,811.19 0.00 0.00
42 0.00 62,500.00 0.00 0.00 24,044.58 14,500.00 0.00
43 0.00 0.00 0.00 0.00 49,356.23 7,916.67 0.00
45 0.00 0.00 0.00 0.00 1,976.13 8,555.00 0.00
51 0.00 0.00 0.00 0.00 215,491.76 51,580.83 0.00
52 12,495.00 0.00 0.00 150,000.00 74,654.31 17,564.00 0.00
56 0.00 0.00 0.00 0.00 169,868.64 42,346.33 0.00
57 0.00 0.00 0.00 0.00 14,888.41 21,061.25 0.00
58 0.00 0.00 140,000.00 0.00 137,353.69 2,055.08 0.00
64 0.00 0.00 0.00 0.00 41,171.70 2,205.83 0.00
66 0.00 35,125.00 0.00 0.00 0.00 10,575.00 0.00
67 0.00 1,875.00 0.00 0.00 78,903.75 8,110.25 593,890.60
69 0.00 0.00 0.00 0.00 0.00 0.00 0.00
70 0.00 0.00 0.00 149,520.00 24,766.04 0.00 0.00
71 0.00 0.00 0.00 0.00 11,372.17 11,145.00 0.00
73 0.00 0.00 0.00 249,000.00 29,139.25 30,889.17 0.00
78 0.00 0.00 0.00 0.00 163,125.75 5,049.33 0.00
79 0.00 0.00 0.00 0.00 0.00 0.00 0.00
80 0.00 0.00 0.00 0.00 6,508.17 11,666.67 0.00
81 0.00 0.00 0.00 0.00 0.00 0.00 0.00
82 0.00 0.00 6,000.00 200,000.00 0.00 0.00 0.00
86 0.00 0.00 0.00 0.00 0.00 8,306.08 500.00
88 0.00 0.00 10,000.00 0.00 24,645.08 10,055.33 1,050,000.00
92 220,000.00 0.00 0.00 0.00 63,141.33 9,128.52 0.00
95 157.00 52,225.00 0.00 0.00 27,492.84 2,056.00 0.00
99 0.00 0.00 0.00 0.00 13,022.36 2,044.58 0.00
100 0.00 0.00 0.00 0.00 0.00 0.00 0.00
101 0.00 0.00 0.00 0.00 8,113.53 8,907.00 0.00
105 0.00 0.00 0.00 0.00 10,244.16 0.00 0.00
106 0.00 0.00 0.00 3,957.00 3,125.00 359.33 17,168.40
115 0.00 0.00 0.00 50,000.00 0.00 6,453.00 238,000.00
116 0.00 0.00 0.00 0.00 0.00 0.00 0.00
118 0.00 12,000.00 0.00 0.00 0.00 0.00 0.00
121 0.00 0.00 0.00 0.00 9,615.16 17,922.45 0.00
122 0.00 3,750.00 0.00 0.00 104,910.00 2,613.00 0.00
124 0.00 5,250.00 0.00 0.00 27,665.21 36,682.33 0.00
125 0.00 50,000.00 0.00 0.00 6,450.57 21,055.87 0.00
127 0.00 0.00 0.00 48,967.92 21,270.56 7,458.33 0.00
128 0.00 41,244.00 0.00 0.00 65,760.83 15,470.40 0.00
129 0.00 0.00 0.00 0.00 8,039.28 1,350.16 0.00
130 0.00 9,286.00 0.00 0.00 4,700.21 6,267.49 0.00
133 0.00 0.00 0.00 0.00 0.00 3,272.50 177,985.02
134 0.00 0.00 0.00 0.00 37,897.96 20,504.25 0.00
135 0.00 0.00 0.00 0.00 4,760.67 3,600.00 0.00
136 0.00 0.00 0.00 0.00 2,244.22 15,197.23 0.00
137 0.00 0.00 0.00 0.00 34,073.42 16,619.75 0.00
139 0.00 0.00 403,500.00 0.00 13,635.50 9,404.00 0.00
140 0.00 0.00 0.00 16,000.00 36,666.00 1,346.50 25,625.00
142 0.00 0.00 0.00 50,000.00 2,235.78 2,892.75 0.00
143 0.00 0.00 0.00 0.00 0.00 5,733.00 0.00
144 0.00 0.00 0.00 0.00 3,928.98 5,679.44 61,296.00
145 0.00 26,250.00 0.00 0.00 8,704.44 12,585.83 1,750.00
146 0.00 31,875.00 0.00 0.00 4,671.38 8,006.17 1,750.00
148 0.00 1,375.00 0.00 0.00 4,913.51 6,882.33 1,750.00
149 0.00 14,000.00 0.00 0.00 5,692.22 6,874.08 1,750.00
150 0.00 0.00 0.00 0.00 0.00 0.00 0.00
151 0.00 0.00 0.00 0.00 0.00 2,729.75 0.00
MONTHLY ESCROW
------------------------------------------------------------------------------------
Monthly Monthly Monthly Monthly Monthly
Capex Envir. TI/LC Monthly RE Ins. Other Grace Lockbox Defeasance
Loan # Reserve Reserve Reserve Tax Reserve Reserve Reserve Period In-place Property Type Permitted
------ -------- ------- -------- ----------- -------- ------- ------ -------- -------------- ----------
1 9900.00 0.00 0.00 417364.92 0.00 0.00 10 Yes Office Yes
2 0.00 0.00 0.00 0.00 0.00 0.00 7 Yes Retail Yes
2.01 7 Retail
2.02 7 Retail
2.03 7 Retail
2.04 7 Retail
2.05 7 Retail
2.06 7 Retail
2.07 7 Retail
2.08 7 Retail
2.09 7 Retail
2.1 7 Retail
2.11 7 Retail
2.12 7 Retail
2.13 7 Retail
2.14 7 Retail
4 6209.00 0.00 25871.00 188830.00 0.00 0.00 7 Yes Office Yes
4.01 7 Yes Office
4.02 7 Yes Office
5 0.00 0.00 0.00 0.00 0.00 0.00 7 Yes Retail Yes
6 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes Office Yes
9 0.00 0.00 0.00 0.00 0.00 0.00 7 No Retail Yes
12 4632.25 0.00 0.00 64077.33 7420.58 0.00 5 No Retail Yes
13 1675.53 0.00 11083.34 88550.62 4358.40 0.00 10 No Office Yes
17 0.00 0.00 0.00 14638.73 3028.08 0.00 7 Yes Industrial No
19 1114.17 0.00 0.00 35591.21 1964.67 0.00 10 No Office Yes
21 1754.42 0.00 0.00 41561.67 2010.08 0.00 7 No Retail No
22 1375.50 0.00 4166.67 17681.23 2484.83 0.00 7 No Mixed Use Yes
26 6333.33 0.00 0.00 28186.19 6571.42 0.00 10 No Multifamily Yes
27 0.00 0.00 0.00 0.00 0.00 0.00 7 No Multifamily Yes
29 2437.00 0.00 5000.00 38028.14 2267.92 0.00 7 No Retail Yes
31 0.00 0.00 0.00 0.00 0.00 0.00 7 Yes Office Yes
32 0.00 0.00 0.00 0.00 0.00 0.00 0 No Office Yes
34 0.00 0.00 4166.67 16967.19 2073.83 0.00 7 No Industrial Yes
39 1702.75 0.00 8300.00 30603.73 1668.50 0.00 7 No Office Yes
42 0.00 0.00 8156.00 24044.58 2416.67 0.00 7 No Retail Yes
43 3310.29 0.00 0.00 24678.12 3958.33 0.00 10 No Multifamily Yes
45 626.08 0.00 2000.00 1976.13 2138.75 0.00 7 No Retail Yes
51 4952.00 0.00 0.00 17957.65 4689.17 0.00 7 No Multifamily Yes
52 879.25 0.00 0.00 12,442,39 2195.50 0.00 7 No Office Yes
56 4338.00 0.00 0.00 14155.72 3849.67 0.00 7 No Multifamily Yes
57 5460.25 0.00 0.00 4962.80 3008.75 0.00 7 No Multifamily Yes
58 2109.03 0.00 8333.33 15261.52 2055.08 0.00 7 No Retail Yes
64 520.24 0.00 3468.33 8234.34 1102.91 0.00 7 No Mixed Use Yes
66 5287.50 0.00 0.00 18876.59 3525.00 0.00 7 No Multifamily Yes
67 2403.13 0.00 4957.66 15780.75 2703.42 0.00 7 Yes Retail Yes
69 0.00 0.00 0.00 0.00 0.00 0.00 7 No Multifamily Yes
70 0.00 0.00 0.00 8255.35 0.00 0.00 7 No Office Yes
71 2300.00 0.00 0.00 5686.08 928.75 0.00 7 No Multifamily Yes
73 528.75 0.00 2083.33 14569.63 3088.92 0.00 7 No Retail Yes
78 761.92 0.00 0.00 12370.08 631.17 0.00 7 No Self-Storage Yes
79 0.00 0.00 0.00 0.00 0.00 0.00 7 No Multifamily Yes
80 0.00 0.00 0.00 6508.17 1666.67 0.00 7 No Multifamily Yes
81 0.00 0.00 0.00 0.00 0.00 0.00 7 No Industrial No
82 0.00 0.00 0.00 0.00 0.00 0.00 7 No Industrial Yes
86 4727.75 0.00 0.00 10178.83 4153.04 0.00 7 No Multifamily Yes
88 544.85 0.00 4500.00 4929.01 1256.92 0.00 7 No Retail Yes
92 4041.67 0.00 0.00 7892.67 3042.50 0.00 7 No Multifamily Yes
95 157.00 0.00 1389.00 6873.21 1028.00 0.00 7 No Retail Yes
99 0.00 0.00 0.00 0.00 0.00 0.00 7 Yes Retail Yes
100 0.00 0.00 0.00 0.00 0.00 0.00 7 No Multifamily Yes
101 0.00 0.00 833.33 2704.51 1484.50 0.00 7 No Retail Yes
105 0.00 0.00 2100.00 3414.72 0.00 0.00 7 No Retail Yes
106 517.00 0.00 2922.00 3125.00 359.33 0.00 7 No Industrial Yes
115 0.00 0.00 0.00 11982.27 2151.00 0.00 7 No Office Yes
116 0.00 0.00 0.00 0.00 0.00 0.00 7 No Multifamily Yes
118 0.00 0.00 0.00 0.00 0.00 0.00 7 No Multifamily Yes
121 1723.87 0.00 0.00 10417.30 2977.00 0.00 4 No Industrial No
122 1212.59 0.00 0.00 10491.00 653.25 0.00 7 Yes Retail Yes
124 4400.00 0.00 0.00 3952.17 2620.17 0.00 7 No Multifamily Yes
125 4066.67 0.00 0.00 3225.29 2631.98 0.00 7 No Hotel Yes
127 171.03 0.00 0.00 1933.69 1864.58 0.00 7 No Retail Yes
128 2520.83 0.00 0.00 6576.08 1406.40 0.00 7 No Multifamily Yes
129 564.90 0.00 1666.67 4019.64 675.08 0.00 7 No Retail Yes
130 3739.75 0.00 0.00 2350.10 2089.16 0.00 7 No Hotel Yes
133 112.50 0.00 1170.00 5820.56 297.50 0.00 10 No Retail Yes
134 5294.02 0.00 0.00 4458.58 1577.25 0.00 7 No Hotel Yes
135 77.71 0.00 0.00 793.44 300.00 0.00 7 No Multifamily Yes
136 3423.17 0.00 0.00 2244.22 1381.57 0.00 7 No Hotel Yes
137 2710.38 0.00 0.00 3097.58 2374.25 0.00 7 No Multifamily Yes
139 896.92 0.00 1500.00 2727.10 1175.50 0.00 7 No Industrial Yes
140 0.00 0.00 1133.77 7333.33 673.25 0.00 7 No Retail Yes
142 1659.00 0.00 4667.00 2235.78 413.25 0.00 7 No Retail Yes
143 108.00 0.00 1250.00 1134.73 477.75 0.00 7 No Retail Yes
144 285.08 0.00 0.00 1309.66 2839.72 0.00 7 No Office Yes
145 2078.00 0.00 0.00 2176.11 1144.17 0.00 7 No Multifamily Yes
146 1461.00 0.00 0.00 1167.84 727.83 0.00 7 No Multifamily Yes
148 1041.67 0.00 0.00 1228.38 625.67 0.00 7 No Multifamily Yes
149 1140.00 0.00 0.00 1423.05 624.92 0.00 7 No Multifamily Yes
150 0.00 0.00 0.00 0.00 0.00 0.00 7 No Multifamily Yes
151 0.00 0.00 0.00 3468.92 909.58 0.00 7 No Retail Yes
Final Remaining
Interest Maturity Amortization Term
Loan # Accrual Period Loan Group Date for Balloon Loans
------ -------------- ---------- -------- -----------------
1 Actual/360 1
2 Actual/360 1
2.01 1
2.02 1
2.03 1
2.04 1
2.05 1
2.06 1
2.07 1
2.08 1
2.09 1
2.1 1
2.11 1
2.12 1
2.13 1
2.14 1
4 Actual/360 1
4.01 1
4.02 1
5 Actual/360 1
6 Actual/360 1 360
9 Actual/360 1 360
12 Actual/360 1 360
13 Actual/360 1 360
17 Actual/360 1 360
19 Actual/360 1 360
21 Actual/360 1
22 Actual/360 1 360
26 Actual/360 2 360
27 Actual/360 1
29 Actual/360 1 360
31 Actual/360 1
32 Actual/360 1 360
34 Actual/360 1
39 Actual/360 1 360
42 Actual/360 1 360
43 Actual/360 2 360
45 Actual/360 1 360
51 Actual/360 2 360
52 Actual/360 1 360
56 Actual/360 2 360
57 Actual/360 2 360
58 Actual/360 1 360
64 30/360 1 360
66 Actual/360 2 360
67 Actual/360 1 360
69 Actual/360 1
70 Actual/360 1 360
71 Actual/360 2 360
73 Actual/360 1 360
78 Actual/360 1 360
79 Actual/360 2
80 Actual/360 2 360
81 Actual/360 1 300
82 Actual/360 1
86 Actual/360 2 360
88 Actual/360 1 360
92 Actual/360 2 360
95 Actual/360 1 360
99 Actual/360 1 360
100 Actual/360 2
101 Actual/360 1 360
105 Actual/360 1 360
106 Actual/360 1 360
115 Actual/360 1 360
116 Actual/360 2
118 Actual/360 1
121 Actual/360 1 360
122 Actual/360 1 360
124 Actual/360 2 360
125 Actual/360 1 300
127 Actual/360 1 360
128 Actual/360 2 360
129 Actual/360 1 360
130 Actual/360 1 300
133 Actual/360 1 360
134 Actual/360 1 240
135 Actual/360 2 360
136 Actual/360 1 300
137 Actual/360 2 360
139 Actual/360 1 360
140 Actual/360 1 360
142 Actual/360 1 360
143 Actual/360 1 360
144 Actual/360 1 360
145 Actual/360 2 360
146 Actual/360 2 360
148 Actual/360 2 360
149 Actual/360 2 360
150 Actual/360 2
151 Actual/360 1 360
EXHIBIT B
REPRESENTATIONS AND WARRANTIES OF THE SELLER
(1) No Mortgage Loan is 30 days or more delinquent in payment of
principal and interest (without giving effect to any applicable grace period 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 Servicing Rights Purchase
Agreement, dated as of November 16, 2006 between the Master Servicer and Seller)
and such assignment validly and effectively transfers and conveys all legal and
beneficial ownership of the Mortgage Loans to the Purchaser free and clear of
any pledge, lien, encumbrance or security interest (subject to certain
agreements regarding servicing as provided in the Pooling and Servicing
Agreement, subservicing agreements permitted thereunder and that certain
Servicing Rights Purchase Agreement, dated as of November 16, 2006, between the
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; no Mortgage Loan is cross-collateralized or cross-defaulted with
any other mortgage loan other than one or more Mortgage Loans as shown on the
Mortgage Loan Schedule; no Mortgage Loan is secured by property which secures
another mortgage loan other than 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 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 exclusions 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) (a) The Mortgage Loan documents for each Mortgage Loan provide
that such Mortgage Loan is non-recourse to the related parties thereto except
that the related Mortgagor and at least one individual or entity shall be fully
liable for actual losses, liabilities, costs and damages arising from 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,
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.
(b) The Mortgage Loan documents for each Mortgage Loan contain
enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the practical realization against the
Mortgaged Property of the principal benefits of the security intended to
be provided thereby, including realization by judicial or, if applicable,
non-judicial foreclosure, and there is no exemption available to the
related Mortgagor which would interfere with such right of foreclosure
except any statutory right of redemption or as may be limited by
anti-deficiency or one form of action laws or by bankruptcy, receivership,
conservatorship, reorganization, insolvency, moratorium or other similar
laws affecting the enforcement of creditors' rights generally, and by
general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law).
(c) Each of the related Mortgage Notes and Mortgages are the legal,
valid and binding obligations of the related Mortgagor named on the
Mortgage Loan Schedule and each of the other related Mortgage Loan
documents is the legal, valid and binding obligation of the parties
thereto (subject to any non-recourse provisions therein), enforceable in
accordance with its terms, except as such enforcement may be limited by
anti-deficiency or one form of action laws or bankruptcy, receivership,
conservatorship, reorganization, insolvency, moratorium or other similar
laws affecting the enforcement of creditors' rights generally, and by
general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law), and except that certain
provisions of such Mortgage Loan documents are or may be unenforceable in
whole or in part under applicable state or federal laws, but the inclusion
of such provisions does not render any of the Mortgage Loan documents
invalid as a whole, and such Mortgage Loan documents taken as a whole are
enforceable to the extent necessary and customary for the practical
realization of the principal rights and benefits afforded thereby.
(d) The terms of the Mortgage Loans or the related Mortgage Loan
documents, have not been altered, impaired, modified or waived in any
material respect, except prior to the Cut-off Date by written instrument
duly submitted for recordation, to the extent required, and as
specifically set forth in the related Mortgage File, and no such
alterations, impairments, modifications or waivers have been completed or
consented to since the later of October 10, 2006 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.
(e) With respect to each Mortgage which is a deed of trust, a
trustee, duly qualified under applicable law to serve as such, currently
so serves and is named in the deed of trust or has been substituted in
accordance with applicable law, and no fees or expenses are or will become
payable to the trustee under the deed of trust, except in connection with
a trustee's sale after default by the Mortgagor other than de minimis fees
paid in connection with the release of the related Mortgaged Property or
related security for such Mortgage Loan following payment of such Mortgage
Loan in full.
(11) No Mortgage Loan has been satisfied, canceled, subordinated,
released or rescinded, in whole or in part, and the related Mortgagor has not
been released, in whole or in part, from its obligations under any related
Mortgage Loan document.
(12) Except with respect to the enforceability of any provisions
requiring the payment of default interest, late fees, additional interest,
prepayment premiums or yield maintenance charges, neither the Mortgage Loan nor
any of the related Mortgage Loan documents is subject to any right of
rescission, set-off, abatement, diminution, valid counterclaim or defense,
including the defense of usury, nor will the operation of any of the terms of
any such Mortgage Loan documents, or the exercise (in compliance with procedures
permitted under applicable law) of any right thereunder, render any Mortgage
Loan documents subject to any right of rescission, set-off, abatement,
diminution, valid counterclaim or defense, including the defense of usury
(subject to anti-deficiency or one form of action laws and to bankruptcy,
receivership, conservatorship, reorganization, insolvency, moratorium or other
similar laws affecting the enforcement of creditor's rights generally and to
general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law)), and no such right of
rescission, set-off, abatement, diminution, valid counterclaim or defense has
been asserted with respect thereto. None of the Mortgage Loan documents provides
for a release of a portion of the Mortgaged Property from the lien of the
Mortgage except upon payment or defeasance in full of all obligations under the
Mortgage, provided that, notwithstanding the foregoing, certain of the Mortgage
Loans may allow partial release (a) upon payment or defeasance of an Allocated
Loan Amount which may be formula based, but in no event less than 125% of the
Allocated Loan Amount, or (b) in the event the portion of the Mortgaged Property
being released was not given any material value in connection with the
underwriting or appraisal of the related Mortgage Loan.
(13) As of the Closing Date, there is no payment default, after
giving effect to any applicable notice and/or grace period, and as of the
Closing Date, there is no other material default under any of the related
Mortgage Loan documents, after giving effect to any applicable notice and/or
grace period; no such material default or breach has been waived by the Seller
or on its behalf or, to the Seller's knowledge, by the Seller's predecessors in
interest with respect to the Mortgage Loans; and, to the Seller's actual
knowledge, no event has occurred which, with the passing of time or giving of
notice would constitute a material default or breach; provided, however, that
the representations and warranties set forth in this sentence do not cover any
default, breach, violation or event of acceleration that specifically pertains
to or arises out of any subject matter otherwise covered by any other
representation or warranty made by the Seller in this Exhibit B. No Mortgage
Loan has been accelerated and no foreclosure or power of sale proceeding has
been initiated in respect of the related Mortgage. The Seller has not waived any
material claims against the related Mortgagor under any non-recourse exceptions
contained in the Mortgage Note.
(14) (a) The principal amount of the Mortgage Loan stated on the
Mortgage Loan Schedule has been fully disbursed as of the Closing Date specified
therein (except for certain amounts that were fully disbursed by the mortgagee,
but were escrowed pursuant to the terms of the related Mortgage Loan documents)
and there are no future advances required to be made by the mortgagee under any
of the related Mortgage Loan documents. Any requirements under the related
Mortgage Loan documents regarding the completion of any on-site or off-site
improvements and to disbursements of any escrow funds therefor have been or are
being complied with or such escrow funds are still being held. The value of the
Mortgaged Property relative to the value reflected in the most recent appraisal
thereof is not impaired by any improvements which have not been completed. The
Seller has not, nor, to the Seller's knowledge, have any of its agents or
predecessors in interest with respect to the Mortgage 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.
(b) No Mortgage Loan has capitalized interest included in its
principal balance, or provides for any shared appreciation rights or other
equity participation therein and no contingent or additional interest
contingent on cash flow or negative amortization (other than with respect
to the deferment of payment with respect to ARD Loans) is due thereon.
(c) Each Mortgage Loan identified in the Mortgage Loan Schedule as
an ARD Loan starts to amortize no later than the Due Date of the calendar
month immediately after the calendar month in which such ARD Loan closed
and substantially fully amortizes over its stated term, which term is at
least 60 months after the related Anticipated Repayment Date. Each ARD
Loan has an Anticipated Repayment Date not less than seven years following
the origination of such Mortgage Loan. If the related Mortgagor elects not
to prepay its ARD Loan in full on or prior to the Anticipated Repayment
Date pursuant to the existing terms of the Mortgage Loan or a unilateral
option (as defined in Treasury Regulations under Section 1001 of the Code)
in the Mortgage Loan exercisable during the term of the Mortgage Loan, (i)
the Mortgage Loan's interest rate will step up to an interest rate per
annum as specified in the related Mortgage Loan documents; provided,
however, that payment of such Excess Interest shall be deferred until the
principal of such ARD Loan has been paid in full; (ii) all or a
substantial portion of the Excess Cash Flow (which is net of certain costs
associated with owning, managing and operating the related Mortgaged
Property) collected after the Anticipated Repayment Date shall be applied
towards the prepayment of such ARD Loan and once the principal balance of
an ARD Loan has been reduced to zero all Excess Cash Flow will be applied
to the payment of accrued Excess Interest; and (iii) if the property
manager for the related Mortgaged Property can be removed by or at the
direction of the mortgagee on the basis of a debt service coverage test,
the subject debt service coverage ratio shall be calculated without taking
account of any increase in the related Mortgage Interest Rate on such
Mortgage Loan's Anticipated Repayment Date. No ARD Loan provides that the
property manager for the related Mortgaged Property can be removed by or
at the direction of the mortgagee solely because of the passage of the
related Anticipated Repayment Date.
(d) Each Mortgage Loan identified in the Mortgage Loan Schedule as
an ARD Loan with a hard lockbox requires that tenants at the related
Mortgaged Property shall (and each Mortgage Loan identified in the
Mortgage Loan Schedule as an ARD Loan with a springing lockbox requires
that tenants at the related Mortgaged Property shall, upon the occurrence
of a specified trigger event, including, but not limited to, the
occurrence of the related Anticipated Repayment Date) make rent payments
into a lockbox controlled by the holder of the Mortgage Loan and to which
the holder of the Mortgage Loan has a first perfected security interest;
provided however, with respect to each ARD Loan which is secured by a
multi-family property with a hard lockbox, or with respect to each ARD
Loan which is secured by a multi-family property with a springing lockbox,
upon the occurrence of a specified trigger event, including, but not
limited to, the occurrence of the related Anticipated Repayment Date,
tenants either pay rents to a lockbox controlled by the holder of the
Mortgage Loan or deposit rents with the property manager who will then
deposit the rents into a lockbox controlled by the holder of the Mortgage
Loan.
(15) The terms of the Mortgage Loan documents evidencing such
Mortgage Loan comply in all material respects with all applicable local, state
and federal laws and regulations and the Seller has complied with all material
requirements pertaining to the origination, 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 all restrictive covenants of record
applicable to such Mortgaged Property or applicable zoning laws is insured by an
ALTA lender's title insurance policy (or binding commitment therefor), or the
equivalent as adopted in the applicable jurisdiction, or a law and ordinance
insurance policy, or (b) the failure to obtain or maintain such inspections,
licenses, permits or certificates of occupancy does not materially impair or
materially and adversely affect the use and/or operation of the Mortgaged
Property as it was used and operated as of the date of origination of the
Mortgage Loan or the rights of a holder of the related Mortgage Loan.
(17) All (a) taxes, water charges, sewer rents, assessments or other
similar outstanding governmental charges and governmental assessments which
became due and owing prior to the Closing Date in respect of the related
Mortgaged Property (excluding any related personal property), and if left
unpaid, would be, or might become, a lien on such Mortgaged Property having
priority over the related Mortgage and (b) insurance premiums or ground rents
which became due and owing prior to the Closing Date in respect of the related
Mortgaged Property (excluding any related personal property), have been paid, or
if disputed, or if such amounts are not delinquent prior to the Closing Date, an
escrow of funds in an amount sufficient (together with escrow payments required
to be made prior to delinquency) to cover such taxes and assessments and any
late charges due in connection therewith has been established. As of the date of
origination, the related Mortgaged Property was one or more separate and
complete tax parcels. For purposes of this representation and warranty, the
items identified herein shall not be considered due and owing until the date on
which interest or penalties would be first payable thereon.
(18) To the Seller's knowledge based on surveys or the Title
Insurance Policy, (i) none of the material improvements that were included for
the purpose of determining the appraised value of the related Mortgaged Property
at the time of the origination of such Mortgage Loan lies outside the boundaries
and building restriction lines of such Mortgaged Property, except to the extent
they are legally nonconforming as contemplated by representation (37) below, and
(ii) no improvements on adjoining properties encroach upon such Mortgaged
Property, except in the case of either (i) or (ii) for (a) immaterial
encroachments which do not materially adversely affect the security intended to
be provided by the related Mortgage or the use, value or marketability of such
Mortgaged Property or (b) encroachments affirmatively covered by the related
Title Insurance Policy. With respect to each Mortgage Loan, the property legally
described in the survey, if any, obtained for the related Mortgaged Property for
purposes of the origination thereof is the same as the property legally
described in the Mortgage.
(19) (a) As of the date of, 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.
(b) As of the origination date of such Mortgage Loan and to the
Seller's actual knowledge, as of the Closing Date, there are no
proceedings pending or, to the Seller's actual knowledge, threatened, for
the partial or total condemnation of the relevant Mortgaged Property.
(20) With respect to the Mortgage Loans that are identified on
Exhibit A as being secured in whole or in part by a leasehold estate (a "Ground
Lease") (except with respect to any Mortgage Loan also secured by the related
fee interest in the Mortgaged Property):
(a) such Ground Lease or a memorandum thereof has been or will be
duly recorded; such Ground Lease, or other agreement received by the
originator of the Mortgage Loan from the ground lessor, provides that the
interest of the lessee thereunder may be encumbered by the related
Mortgage and does not restrict the use of the related Mortgaged Property
by such lessee, its successors or assigns, in a manner that would
materially and adversely affect the security provided by the Mortgage; as
of the date of origination of the Mortgage Loan, there was no material
change of record in the terms of such Ground Lease with the exception of
written instruments which are part of the related Mortgage File and Seller
has no knowledge of any material change in the terms of such Ground Lease
since the recordation of the related Mortgage, with the exception of
written instruments which are part of the related Mortgage File;
(b) such Ground Lease is not subject to any liens or encumbrances
superior to, or of equal priority with, the related Mortgage, other than
the related fee interest and Permitted Encumbrances, and such Ground Lease
is, and shall remain, prior to any mortgage or other lien upon the related
fee interest (other than the Permitted Encumbrances) unless a
nondisturbance agreement is obtained from the holder of any such mortgage
or lien on the fee interest, which nondisturbance agreement is assignable
to or for the benefit of the related lessee and the related mortgagee;
(c) 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 (or any of its successors and assigns under the Mortgage)
becomes the owner of such interest, such interest is further assignable by
such mortgagee (or any of its successors and assigns under the Mortgage)
upon notice to such lessor, but without a need to obtain the consent of
such lessor;
(d) such Ground Lease is in full force and effect and no default of
tenant or ground lessor was in existence at origination, or to the
Seller's knowledge, is currently in existence under such Ground Lease, nor
at origination was, or to the Seller's knowledge, is there any condition
which, but for the passage of time or the giving of notice, would result
in a default under the terms of such Ground Lease; either such Ground
Lease or a separate agreement contains the ground lessor's covenant that
it shall not amend, modify, cancel or terminate such Ground Lease without
the prior written consent of the mortgagee under such Mortgage and any
amendment, modification, cancellation or termination of the Ground Lease
without the prior written consent of the related mortgagee, or its
successors or assigns is not binding on such mortgagee, or its successor
or assigns;
(e) such Ground Lease or other agreement requires the lessor
thereunder to give written notice of any material default by the lessee to
the mortgagee under the related Mortgage, provided that such mortgagee has
provided the lessor with notice of its lien in accordance with the
provisions of such Ground Lease; and such Ground Lease or other agreement
provides that no such notice of default and no termination of the Ground
Lease in connection with such notice of default shall be effective against
such mortgagee unless such notice of default has been given to such
mortgagee and any related Ground Lease or other agreement contains the
ground lessor's covenant that it will give to the related mortgagee, or
its successors or assigns, any notices it sends to the Mortgagor;
(f) either (i) the related ground lessor has subordinated its
interest in the related Mortgaged Property to the interest of the holder
of the Mortgage Loan or (ii) such Ground Lease or other agreement provides
that (A) the mortgagee under the related Mortgage is permitted a
reasonable opportunity to cure any default under such Ground Lease which
is curable, including reasonable time to gain possession of the interest
of the lessee under the Ground Lease, after the receipt of notice of any
such default before the lessor thereunder may terminate such Ground Lease;
(B) in the case of any such default which is not curable by such
mortgagee, or in the event of the bankruptcy or insolvency of the lessee
under such Ground Lease, such mortgagee has the right, following
termination of the existing Ground Lease or rejection thereof by a
bankruptcy trustee or similar party, to enter into a new ground lease with
the lessor on substantially the same terms as the existing Ground Lease;
and (C) all rights of the Mortgagor under such Ground Lease (insofar as it
relates to the Ground Lease) may be exercised by or on behalf of such
mortgagee under the related Mortgage upon foreclosure or assignment in
lieu of foreclosure;
(g) such Ground Lease has an original term (or an original term plus
one or more optional renewal terms that under all circumstances may be
exercised, and will be enforceable, by the mortgagee or its assignee)
which extends not less than the greater of (i) 10 years beyond the
amortization term or (ii) 20 years beyond the stated maturity date, of the
related Mortgage Loan;
(h) under the terms of such Ground Lease and the related Mortgage,
taken together, any related insurance proceeds will be applied either to
the repair or restoration of all or part of the related Mortgaged
Property, with the mortgagee under such Mortgage or a financially
responsible institution acting as trustee appointed by it, or consented to
by it, or by the lessor having the right to hold and disburse such
proceeds as the repair or restoration progresses (except in such cases
where a provision entitling another party to hold and disburse such
proceeds would not be viewed as commercially unreasonable by a prudent
commercial mortgage lender), or to the payment in whole or in part of the
outstanding principal balance of such Mortgage Loan together with any
accrued and unpaid interest thereon; and
(i) such Ground Lease does not impose any restrictions on subletting
which would be viewed as commercially unreasonable by the Seller; such
Ground Lease contains a covenant (or applicable laws provide) that the
lessor thereunder is not permitted, in the absence of an uncured default,
to disturb the possession, interest or quiet enjoyment of any lessee in
the relevant portion of such Mortgaged Property subject to such Ground
Lease for any reason, or in any manner, which would materially adversely
affect the security provided by the related Mortgage.
(21) (a) 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 performed
in connection with the origination of the related Mortgage Loan was obtained and
reviewed by the Seller and a copy is included in the Servicing File.
(b) Such Environmental Site Assessment does not identify, and the
Seller has no actual knowledge of, any adverse circumstances or conditions
with respect to or affecting the Mortgaged Property that would constitute
or result in a material violation of any Environmental Laws, other than
with respect to a Mortgaged Property (i) for which environmental insurance
(as set forth on Schedule II hereto) is maintained, or (ii) which would
require any expenditure greater than 5% of the outstanding principal
balance of such Mortgage Loan to achieve or maintain compliance in all
material respects with any Environmental Laws for which adequate sums, but
in no event less than 125% of the estimated cost as set forth in the
Environmental Site Assessment, were reserved in connection with the
origination of the Mortgage Loan and for which the related Mortgagor has
covenanted to perform, or (iii) as to which 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 (iv) 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 (v) 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 (vi) as to which the
related Mortgagor or other responsible party obtained a "No Further
Action" letter or other evidence reasonably acceptable to a prudent
commercial mortgage lender that applicable federal, state, or local
governmental authorities had no current intention of taking any action,
and are not requiring any action, in respect of such condition or
circumstance, or (viii) which would not require substantial cleanup,
remedial action or other extraordinary response under any Environmental
Laws reasonably estimated to cost in excess of 5% of the outstanding
principal balance of such Mortgage Loan;
(c) To the Seller's actual knowledge and in reliance upon the
Environmental Site Assessment, except for any Hazardous Materials being
handled in accordance with applicable Environmental Laws and except for
any Hazardous Materials present at such Mortgaged Property for which, to
the extent that an Environmental Site Assessment recommends remediation or
other action, (A) there exists either (i) environmental insurance with
respect to such Mortgaged Property (as set forth on Schedule II hereto) or
(ii) an amount in an escrow account pledged as security for such Mortgage
Loan under the relevant Mortgage Loan documents equal to no less than 125%
of the amount estimated in such Environmental Site Assessment as
sufficient to pay the cost of such remediation or other action in
accordance with such Environmental Site Assessment or (B) one of the
statements set forth in clause (b) above is true, (1) such Mortgaged
Property is not being used for the treatment or disposal of Hazardous
Materials; (2) no Hazardous Materials are being used or stored or
generated for off-site disposal or otherwise present at such Mortgaged
Property other than Hazardous Materials of such types and in such
quantities as are customarily used or stored or generated for off-site
disposal or otherwise present in or at properties of the relevant property
type; and (3) such Mortgaged Property is not subject to any environmental
hazard (including, without limitation, any situation involving Hazardous
Materials) which under the Environmental Laws would have to be eliminated
before the sale of, or which could otherwise reasonably be expected to
adversely affect in more than a de minimis manner the value or
marketability of, such Mortgaged Property.
(d) The related Mortgage or other Mortgage Loan documents contain
covenants on the part of the related Mortgagor requiring its compliance
with any present or future federal, state and local Environmental Laws and
regulations in connection with the Mortgaged Property. The related
Mortgagor (or an affiliate thereof) has agreed to indemnify, defend and
hold the Seller, and its successors and assigns, harmless from and against
any and all losses, liabilities, damages, penalties, fines, expenses and
claims of whatever kind or nature (including attorneys' fees and costs)
imposed upon or incurred by or asserted against any such party resulting
from a breach of the environmental representations, warranties or
covenants given by the related Mortgagor in connection with such Mortgage
Loan.
(e) Each of the Mortgage Loans which is covered by a lender's
environmental insurance policy obtained in lieu of an Environmental Site
Assessment ("In Lieu of Policy") is identified on Schedule I and has an
outstanding principal balance not greater than $3,000,000, 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 "All Risk of
Physical Loss" 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 to exceed amounts prescribed by FEMA; (D)
workers' compensation, if required by law; (E) comprehensive general liability
insurance in an amount consistent with the standard utilized by the Seller with
respect to loans it holds for its own account, but not less than $1 million; all
such Insurance Policies contain clauses providing they are not terminable and
may not be terminated, without thirty (30) days prior written notice to the
mortgagee (except where applicable law requires a shorter period or except for
nonpayment of premiums, in which case not less than ten (10) days prior written
notice to the mortgagee is required). In addition, each Mortgage permits the
related mortgagee to make premium payments to prevent the cancellation thereof
and shall entitle such mortgagee to reimbursement therefor. Any insurance
proceeds in respect of a casualty loss or taking will be applied either to the
repair or restoration of all or part of the related Mortgaged Property or the
payment of the outstanding principal balance of the related Mortgage Loan
together with any accrued interest thereon. The related Mortgaged Property is
insured by an Insurance Policy, issued by an insurer meeting the requirements of
such Mortgage Loan and having a claims-paying or financial strength rating of at
least A-:VIII from A.M. Best Company or "A-" (or the equivalent) from Standard &
Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., Fitch,
Inc. or Xxxxx'x Investors Service, Inc. An architectural or engineering
consultant has performed an analysis of each of the Mortgaged Properties located
in seismic zones 3 or 4 in 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 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) [Reserved]
(24) Whether or not a Mortgage Loan was originated by the Seller, to
the Seller's knowledge, with respect to each Mortgage Loan originated by the
Seller and each Mortgage Loan originated by any Person other than the Seller, as
of the date of origination of the related Mortgage Loan, and, to the Seller's
actual knowledge, with respect to each Mortgage Loan originated by the Seller
and any prior holder of the Mortgage Loan, as of the Closing Date, there are no
actions, suits, arbitrations or governmental investigations or proceedings by or
before any court or other governmental authority or agency now pending against
or affecting the Mortgagor under any Mortgage Loan or any of the Mortgaged
Properties which, if determined against such Mortgagor or such Mortgaged
Property, would materially and adversely affect the value of such Mortgaged
Property, the security intended to be provided with respect to the related
Mortgage Loan, or the ability of such Mortgagor and/or the current use of such
Mortgaged Property to generate net cash flow to pay principal, interest and
other amounts due under the related Mortgage Loan; and to the Seller's actual
knowledge there are no such actions, suits or proceedings threatened against
such Mortgagor.
(25) The servicing and collection practices used by the Seller or,
to its knowledge, any prior holder of the related Mortgage Note with respect to
such Mortgage Loan have been in all material respects legal and have met
customary industry standards.
(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
$35,000,000 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 $35,000,000 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, manager, general partner or shareholder of a mortgagor and that it may
provide for assignments subject to the Mortgage Loan holder's approval of
transferee, transfers to affiliates, transfers to family members for estate
planning purposes, transfers among existing members, partners or shareholders in
Mortgagor or transfers of passive interests so long as the key principals or
general partner retains control). The Mortgage Loan documents contain a "due on
encumbrance" clause, which provides for the acceleration of the payment of the
unpaid principal balance of the Mortgage Loan if the property subject to the
Mortgage or any controlling interest in the Mortgagor is further pledged or
encumbered, unless the prior written consent of the holder of the Mortgage Loan
is obtained (except that it may provide for assignments subject to the Mortgage
Loan holder's approval of transferee, transfers to affiliates or transfers of
passive interests so long as the key principals or general partner retains
control). The Mortgage Loan documents require the Mortgagor to pay all
reasonable fees and expenses 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; (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 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) Any non-conformity with zoning laws constitutes a legal
non-conforming use or structure (i) which, in the event of casualty or
destruction, may be restored or repaired to the full extent of the use or
structure at the time of such casualty, or (ii) for which law and ordinance
insurance coverage has been obtained in amounts consistent with the standards
utilized by the Seller.
(38) Neither the Seller nor any affiliate thereof has any obligation
to make any capital contributions to the related Mortgagor under the Mortgage
Loan. The Mortgage Loan was not originated for the sole purpose of financing the
construction of incomplete improvements on the related Mortgaged Property.
(39) No court of competent jurisdiction will determine in a final
decree that fraud, with respect to the Mortgage Loans, has taken place on the
part of the Seller or, to the Seller's actual knowledge, on the part of any
originator, in connection with the origination of such Mortgage Loan.
(40) The related Mortgage or other Mortgage Loan documents provide a
grace period for delinquent Monthly Payments no longer than ten (10) days from
the applicable payment date.
(41) The following statements are true with respect to the related
Mortgaged Property: (a) the Mortgaged Property is located on or adjacent to a
dedicated road or has access to an irrevocable easement permitting ingress and
egress and (b) the Mortgaged Property is served by public or private utilities,
water and sewer (or septic facilities) 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 an "all risk" casualty insurance policy that
does not contain an express exclusion for (or, alternatively, is covered by a
separate policy that insures against property damage resulting from ) acts of
terrorism.
(43) An appraisal of the related Mortgaged Property was conducted in
connection with the origination of such Mortgage Loan, and such appraisal
satisfied the guidelines in Title XI of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, as in effect on the date such Mortgage
Loan was originated.
(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.
SCHEDULE I
MORTGAGE LOANS FOR WHICH A LENDER'S ENVIRONMENTAL POLICY WAS
OBTAINED IN LIEU OF AN ENVIRONMENTAL SITE ASSESSMENT
None.
SCHEDULE II
MORTGAGED PROPERTY FOR WHICH
ENVIRONMENTAL INSURANCE IS MAINTAINED
1. Gardena Business Park
2. Center of Monacacy
3. Sebastopol Industrial Park
4. Centro Heritage Portfolio (all properties)
EXHIBIT C
JPMCC 2006 - CIBC17
Exceptions to Representations
Representation #(4)
Loan Number Loan Name Description of Exception
124 River Xxxx Apartments The Mortgaged Property secures the Mortgage Loan
and a B-Note held by CBA Mezzanine Capital
Finance, LLC.
95 The Patio Shops The Mortgaged Property secures the Mortgage Loan
and a B-Note held by CBA Mezzanine Capital
Finance, LLC.
1 Bank of America Plaza The Mortgaged Property secures the Mortgage Loan
and another note, which is pari passu with the
Mortgage Note which evidences the Mortgage Loan,
but such other note is not included in the trust
fund.
Representation #(6)
Loan Number Loan Name Description of Exception
81 Center at Monacacy The Mortgaged Loan is structured as an indemnity
deed of trust ("IDOT"), under which the Mortgage
Note is secured by an indemnity guaranty, which
indemnity guaranty is secured by the fee
interest in the Mortgaged Property. The
guarantor of the Mortgage Note owns the
Mortgaged Property and thus has an interest in
the lease payments.
000 Xxxxxxx Xxxxx The Mortgaged Loan is structured as an IDOT,
under which the Mortgage Note is secured by an
indemnity guaranty, which indemnity guaranty is
secured by the fee interest in the Mortgaged
Property. The guarantor of the Mortgage Note
owns the Mortgaged Property and thus has an
interest in the lease payments.
00 Xxxxxxxx Xxxx All Storage The Mortgaged Loan documents allow for the lease
of mineral exploration rights so long as the
extraction, removal and production of minerals
do not adversely affect the surface of the
Mortgaged Property. The Mortgage Loan will be
subordinate to any lease for mineral exploration.
1 Bank of America Plaza The Mortgaged Property secures the Mortgage Loan
and another note, which is pari passu with the
Mortgage Note which evidences the Mortgage Loan,
but such other note is not included in the trust
fund.
00 Xxxxx Xxxxx Xxxxxx The Mortgaged Loan is structured as an IDOT,
under which the Mortgage Note is secured by an
indemnity guaranty, which indemnity guaranty is
secured by the fee interest in the Mortgaged
Property. The guarantor of the Mortgage Note
owns the Mortgaged Property and thus has an
interest in the lease payments.
13 00 X 00xx Xx The Mortgage Loan is structured to comply with
Shar'ia law. As part of that structure, the
Mortgagor has master leased the Mortgaged
Property to an entity controlled by Islamic
investors. The master lessee subleases the
property to the ultimate tenants of the
Mortgaged Property. The master lease is
subordinate to the Mortgage Loan.
26 Archstone Brentwood Apartments The Mortgage Loan is structured to comply with
Section 1031 of the Internal Revenue Code of
1986, as amended, as it applies to statutory
trusts. The Mortgagor has master leased the
Mortgaged Property to an affiliate management
company. The master lessee subleases the
property to the ultimate tenants of the
Mortgaged Property. The master lease is
subordinate to the Mortgage Loan.
121 Delilah Warehouse The Mortgage Loan is structured to comply with
Section 1031 of the Internal Revenue Code of
1986, as amended, as it applies to statutory
trusts. The Mortgagor has master leased the
Mortgaged Property to an affiliate management
company. The master lessee subleases the
property to the ultimate tenants of the
Mortgaged Property. The master lease is
subordinate to the Mortgage Loan.
Representation #(7)
Loan Number Loan Name Description of Exception
81 Center at Monocacy 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.
000 Xxxxxxx Xxxxx Xxxxxxx the Mortgage Loan is structured for tax
purposes as an IDOT, the guarantor of the
Mortgage Note is the owner of the related
Mortgaged Property instead of the related Mortg
22 Shady Grove Center Because the Mortgage Loan is structured for tax
purposes as an IDOT, the guarantor of the
Mortgage Note is the owner of the related
Mortgaged Property instead of the related Mortg
121 Delilah Warehouse The originator of the Mortgage Loan, American
Capital Strategies, Ltd. ("ACAS"), did not
receive an updated survey in connection with the
closing of the loan. The title policy does not
contain a survey exception. ACAS has not taken
any actions to impair title coverage and is not
aware of any action taken by the originator to
impair title coverage but cannot make an
absolute representation as to originator.
Representation #(8)
Loan Number Loan Name Description of Exception
121 Delilah Warehouse The originator of the Mortgage Loan did not
receive an updated survey in connection with the
closing of the loan. The title policy does not
contain a survey exception. ACAS has not taken
any action to impair title coverage and is not
aware of any such actions taken by loan
originator but cannot warrant that loan
originator has not taken any action to impair
title coverage.
Representation #(10(a))
Loan Number Loan Name Description of Exception
000 Xxxxx Xxxx Xxxxxxxxxx Xx addition to the standard carveouts, the
Mortgage Loan is recourse, if the HAP Contract,
as defined in the Mortgage Loan documents, is
terminated by the Housing and Urban Development
administration as an exercise of its rights
thereunder as a result of any breach by, default
under or claims against the Mortgagor.
000 Xxxx Xxxxx I Apartments In addition to the standard carveouts, the
Mortgage Loan is recourse, if the HAP Contract,
as defined in the Mortgage Loan documents, is
terminated by the Housing and Urban Development
administration as an exercise of its rights
thereunder as a result of any breach by, default
under or claims against the Mortgagor.
000 Xxxxxxxxx Xxxxx Xxxxxxxxxx Xx addition to the standard carveouts, the
Mortgage Loan is recourse, if the HAP Contract,
as defined in the Mortgage Loan documents, is
terminated by the Housing and Urban Development
administration as an exercise of its rights
thereunder as a result of any breach by, default
under or claims against the Mortgagor.
000 Xxxxxxx Xxxxx Xxxxxxxxxx Xx addition to the standard carveouts, the
Mortgage Loan is recourse, if the HAP Contract,
as defined in the Mortgage Loan documents, is
terminated by the Housing and Urban Development
administration as an exercise of its rights
thereunder as a result of any breach by, default
under or claims against the Mortgagor.
000 Xxxxx Xxxxxxxx Xxxxx In addition to the standard carveouts, the
Apartments Mortgage Loan is recourse, if the HAP Contract,
as defined in the Mortgage Loan documents, is
terminated by the Housing and Urban Development
administration as an exercise of its rights
thereunder as a result of any breach by, default
under or claims against the Mortgagor.
137 Oakhill Manor Apartments The guarantor's maximum aggregate liability may
not exceed the amount of the Mortgage Loan.
31 Allied Insurance Building The environmental indemnity contains a 3 year
sunset provision.
143 Shoppes of Hebron 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 $7,800,000 (3
times the original loan amount), subject to
adjustment for interest and reasonable
attorneys' fees.
The environmental indemnity contains a 5 year
sunset provision.
1 Bank of America Plaza The liability of one of the guarantors is
limited to $25,000,000.
34 Sunnyside Industrial Center There is no individual or entity other than the
Mortgagor who is liable for the non-recourse
carveouts.
21 Culebra Market There is no individual or entity other than the
Mortgagor who is liable for the non-recourse
carveouts.
2 Centro Heritage Portfolio There is no individual or entity other than the
Mortgagor who is liable for the non-recourse
carveouts.
4 CNL Center I & II There is no individual or entity other than the
Mortgagor who is liable for the non-recourse
carveouts.
5 Westfield Shoppingtown There is no individual or entity other than the
Independence Mortgagor who is liable for the non-recourse
carveouts.
121 Delilah Warehouse The Mortgage Loan is fully recourse to the
borrower and guarantors.
Representation #(10(b))
Loan Number Loan Name Description of Exception
121 Delilah Warehouse The loan originator did not obtain an
enforceability opinion but does have a title
policy. ACAS has no knowledge that the loan
documents are not enforceable under New Jersey
law.
Representation #(10(c))
Loan Number Loan Name Description of Exception
81 Center at Monocacy 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.
000 Xxxxxxx Xxxxx The Mortgage Loan is structured as an IDOT, and
while the related Mortgagor was the maker of the
Mortgage Note, the Mortgage was given by the
indemnity guarantor.
22 Shady Grove 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.
121 Delilah Warehouse The loan originator did not obtain a due
execution or authority opinion for the Mortgagor
and guarantors.
Representation #(10(d))
Loan Number Loan Name Description of Exception
148; Long Drive I Apartments; The terms of the respective Mortgage Loan
146; Jefferson Court Apartments; documents were modified after October 10, 2006
145; Xxxxxxx Court Apartments; to allow for certain transfers contemplated by
149; North Franklin Court the Mortgage Loan documents.
Apartments;
00 Xxx Xxxx Xxxxxxxx Xxxx
Representation #(12)
Loan Number Loan Name Description of Exception
2 Centro Heritage Portfolio Each Centro Heritage Portfolio property may be
released from the lien of the Mortgage upon
defeasance of an amount equal to 110% of the
allocated loan amount.
The Mortgagor may obtain a release of an
individual Mortgaged Property by substituting
its interest in other Mortgaged Properties as
collateral during the term of the Mortgage Loan,
subject to certain conditions as set forth in
the related Mortgage Loan documents.
121 Delilah Warehouse The loan originator did not obtain an
enforceability opinion for this loan.
Representation #(16)
Loan Number Loan Name Description of Exception
128 Southview Apartments According to the zoning report, the Mortgaged
Property is nonconforming because it is short 9
parking spaces. The Mortgagor is required to
re-stripe the parking area pursuant to
applicable Mortgage Loan documents.
56 Woodhollow Apartments; The respective Mortgaged Properties are legally
51 Pecan Ridge Apartments; nonconforming due to deficient parking.
00 Xxxx Xxxx Apartments;
00 Xxxxxxxxxx Xxxxxxxxxx Xxxx;
100 000 Xxxx 000xx Xxxxxx;
79 000 Xxxx Xxxxxxxxxx Xxxxxx;
116 0000 Xxxxxxxxx Xxxxx;
150 610 West 000xx Xxxxxx
00 Xxxxxxx Xxxxxx The Mortgaged Property is legally nonconforming
due to excessive parking.
13 00 X 00xx Xx The existing certificate of occupany does not
accurately reflect the current use of the ground
floor space of the Mortgaged Property. A retail
store is the current tenant of the ground floor
space; however, the certificate of occupancy
reflects a health club, hair styling salon,
cocktail lounge and retail store. Purusant to
the Mortgage Loan documents, the Mortgagor is
required to comply with all laws, including
licenses and permits. Additionally, the
mortgagee has a recourse carveout for any losses
suffered as a result of the Mortgagor not having
an valid certificate of occupancy.
Representation #(17)
Loan Number Loan Name Description of Exception
43 Phase I: Arbors of Traverse The Mortgaged Property is currently not on a
separate tax parcel. The Mortgagor is required
to provide an endorsement to the title policy
that the Mortgaged Property is a separate tax
parcel no later than 12 months after origination.
71 Campus Crossing Phase II The Mortgaged Property is included in a tax
parcel which also contains a certain tract of
developed land which is located adjacent to the
land (the "Outparcel"). The Mortgagor does not
hold title to the Outparcel and it is not
included as security for the Mortgage Loan. In
the event that a default occurs with respect to
the Outparcel's existing mortgage and the
Mortgaged Property and Outparcel have not been
divided into separate tax parcels, the Mortgagor
shall escrow with the mortgagee funds sufficient
to pay all taxes and assessments on both the
Mortgaged Property and the Outparcel.
00 Xxx Xxxx Xxxxxxxx Xxxx As of the date of origination, the Mortgaged
Property is occupied by the Mortgagor pursuant
to a ground lease. The fee interest in the
Mortgaged Property is owned by the ground
lessor, the city of Tempe, Arizona. Pursuant to
the ground lease, the Mortgagor pays an excise
tax in lieu of property tax, as required by
state law. The ground lessor has agreed that a
default by the ground lessee of the other
property, which makes up the single tax parcel,
will not be a default of the Mortgagor pursuant
to the Ground Lease. The Mortgagor has agreed
to obtain a new tax identification number for
the underlying fee property interest upon
exercise of its option to purchase the property.
Representation #(18)
Loan Number Loan Name Description of Exception
121 Delilah Warehouse Although a title policy was issued for the
Mortgaged Property, it does not take a general
survey exception, but it does take exception for
subsurface conditions or encroachments not
disclosed by an instrument of record.
Additionally, a survey was not obtained for the
Mortgaged Property.
Representation #(19(a))
Loan Number Loan Name Description of Exception
99; Eckerd's - Foglesville, PA; The mortgagee waived escrows for immediate
139; Gardena Business Park repairs in an amount of less than $5,000
101; Country Plaza recommended by the property condition report.
57; Superstition Villas;
73; Warminster Square;
105; Gratiot Retail;
34; Sunnyside Industrial Center;
22; Shady Grove Center;
100 815 West 181st Xxxxxx
00 Xxxxxxx Xxxxxx Shopping Center The mortgagee waived escrows for immediate
repairs in the amount of $6,500 recommended by
the property condition report.
92 Westwood Apartments The mortgagee waived escrows for immediate
repairs in the amount of $20,000 recommended by
the property condition report.
1 Bank of America Plaza The mortgagee waived escrows for immediate
repairs in the amount of $49,000 recommended by
the property condition report.
00 Xxxxx Xxxxxxx Shopping Center The mortgagee waived escrows for immediate
repairs in the amount of $6,200 recommended by
the property condition report.
27 000 Xxxx 00xx Xxxxxx The mortgagee waived escrows for immediate
repairs in the amount of $5,450 recommended by
the property condition report.
118 000 Xxxx 00xx Xxxxxx The mortgagee waived escrows for immediate
repairs in the amount of $9,600 recommended by
the property condition report.
116 0000 Xxxxxxxxx Xxxxx The mortgagee waived escrows for immediate
repairs in the amount of $9,600 recommended by
the property condition report.
79 128 Fort Washington Ave The mortgagee waived escrows for immediate
repairs in the amount of $11,400 recommended by
the property condition report.
150 000 Xxxx 000xx Xxxxxx The mortgagee waived escrows for immediate
repairs in the amount of $5,400 recommended by
the property condition report.
69 000 Xxxx 00xx Xxxxxx The mortgagee waived escrows for immediate
repairs in the amount of $9,975 recommended by
the property condition report.
115 Gardens Professional Center The mortgagee waived escrows for immediate
repairs in the amount of $8,500 recommended by
the property condition report.
2 Centro Heritage Portfolio The mortgagee waived escrows for immediate
repairs in the amount of $51,500 recommended by
the property condition report.
5 Westfield Shoppingtown The mortgagee waived escrows for immediate
Independence repairs in the amount of $20,000 recommended by
the property condition report.
4 CNL Center I & II A portion of the Mortgaged Property's parking
garage is subject to a proceeding by the Florida
Department of Transportation ("FDOT"). The
Mortgagor, the City of Orlando, and FDOT entered
into an agreement concerning the construction of
the access ramp which is the subject of the
condemnation proceeding.
Representation #(20(d))
Loan Number Loan Name Description of Exception
42 Xxxxxx Centre A portion of the Mortgaged Property's parking
lot is held pursuant to a ground lease from the
Milwaukee Metropolitan Sewerage District (the
"MMSD Lease"). The MMSD Lease provides that
there shall be no cancellation, surrender or
modification of the ground lease without the
prior written consent of the leasehold
mortgagee, but it does not provide that such
actions taken without such written consent are
not binding on the leasehold mortgagee.
The parking area of the fee ownership portion of
the Mortgaged Property is sufficient to satisfy
current zoning requirements.
Representation #(20(e))
Loan Number Loan Name Description of Exception
42 Xxxxxx Centre The MMSD Lease provides that the ground lessor
give simultaneous notice of default to the
leasehold mortgagee, but it does not provide
that such notice of default is only effective
against the leasehold mortgagee if such notice
is actually given to the leasehold mortgagee nor
does it provide that any notices given to the
Mortgagor must also be given to the leasehold
mortgagee or its successors or assigns.
The parking area of the fee ownership portion of
the Mortgaged Property is sufficient to satisfy
current zoning requirements.
Representation #(20(f))
Loan Number Loan Name Description of Exception
42 Xxxxxx Centre The ground lessor of the MMSD Lease has not
subordinated its interest in the related
Mortgaged Property to the interest of the holder
of the Mortgage Loan.
The parking area of the fee ownership portion of
the Mortgaged Property is sufficient to satisfy
current zoning requirements.
Representation #(21(b))
Loan Number Loan Name Description of Exception
100; 000 Xxxx 000xx Xxxxxx; The Environmental Site Assessment recommended
118; 000 Xxxx 00xx Xxxxxx the implementation of an asbestos, lead-based
79; 000 Xxxx Xxxxxxxxxx Ave; paint and/or methane gas operations and
116; 0000 Xxxxxxxxx Xxxxx; maintenance plan ("O&M Plan") and it was
69; 000 Xxxx 00xx Xxxxxx; executed prior to closing.
27; 000 Xxxx 00xx Xxxxxx;
150; 000 Xxxx 000xx Xxxxxx
86; Oak Tree Apartments;
5; Westfield Shoppingtown
Independence;
22; Shady Grove Center;
149; North Franklin Court
Apartments;
66; Burn Brae Apartments;
139; Gardena Business Park;
52 21800 Burbank;
137; Oakhill Manor Apartments;
31; Allied Insurance Building;
42; Xxxxxx Centre;
128; Southview Apartments;
56; Woodhollow Apartments;
57; Superstition Villas;
92; Westwood Apartments;
142; Xxxxxx Plaza;
135; 0000 Xxxx Xxxxx Xxxxxx;
58; Lincoln Square Shopping;
Center;
124; River Xxxx Apartments;
148; Long Drive I Apartments;
146; Jefferson Court Apartments;
145; Xxxxxxx Court Apartments;
51; Pecan Ridge Apartments
2 Centro Heritage Portfolio
13; 00 X 00xx Xx; The Environmental Site Assessment recommended
00 Xxx Xxxxxxxx Xxxxx II the implementation of an asbestos O&M Plan, but
it was not executed prior to closing.
Representation #(21(d))
Loan Number Loan Name Description of Exception
31 Allied Insurance Building The environmental indemnity contains a 3 year
sunset provision.
143 Shoppes of Hebron The environmental indemnity contains a 5 year
sunset provision.
81 Center at Monocacy This loan is secured by an IDOT. The indemnity
guarantor and not the Mortgagor, is required to
comply with environmental laws and regulations.
000 Xxxxxxx Xxxxx This loan is secured by an IDOT. The indemnity
guarantor and not the Mortgagor, is required to
comply with environmental laws and regulations.
00 Xxxxx Xxxxx Xxxxxx This loan is secured by an IDOT. The indemnity
guarantor and not the Mortgagor, is required to
comply with environmental laws and regulations.
Representation #(22)
Loan Number Loan Name Description of Exception
000 Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxxx may maintain comprehensive commercial
general liability insurance with a deductible
that does not exceed $5,000.
The Mortgage Loan documents provide for an
earthquake deductible of $50,000 and a windstorm
deductible of 2% of the insured value of the
Mortgaged Property, but not less than $50,000.
000 Xxxx Xxxxx I Apartments Mortgagor may maintain comprehensive commercial
general liability insurance with a deductible
that does not exceed $5,000.
The Mortgage Loan documents provide for an
earthquake deductible of $50,000 and a windstorm
deductible of 2% of the insured value of the
Mortgaged Property, but not less than $50,000.
000 Xxxxxxxxx Xxxxx Xxxxxxxxxx Xxxxxxxxx may maintain comprehensive commercial
general liability insurance with a deductible
that does not exceed $5,000.
The Mortgage Loan documents provide for an
earthquake deductible of $50,000 and a windstorm
deductible of 2% of the insured value of the
Mortgaged Property, but not less than $50,000.
000 Xxxxxxx Xxxxxxxxxx Xxxxxxxxx may maintain comprehensive commercial
general liability insurance with a deductible
that does not exceed $5,000.
The Mortgage Loan documents provide for an
earthquake deductible of $50,000 and a windstorm
deductible of 2% of the insured value of the
Mortgaged Property, but not less than $50,000.
000 Xxxxx Xxxxxxxx Xxxxx Mortgagor may maintain comprehensive commercial
Apartments general liability insurance with a deductible
that does not exceed $5,000.
The Mortgage Loan documents provide for an
earthquake deductible of $50,000 and a windstorm
deductible of 2% of the insured value of the
Mortgaged Property, but not less than $50,000.
9 The Shops at the Galleria The insurance carrier for the excess umbrella
coverage, Ohio Casualty Insurance Co. ("Ohio
Casualty"), which has a rating of "BBB+" by S&P,
does not satisfy the required rating of "A-" by
S&P, but the mortgagee will accept Ohio Casualty
until the earlier to occur of (i) the next
renewal date of the Insurance Policy provided by
Ohio Casualty or (ii) a rating downgrade of Ohio
Casualty below "BBB+" by S&P, at which time the
Mortgagor shall replace Ohio Casualty with a
Qualified Insurer.
000 Xxxxxxx Xxxxxxxx Xxxx Xxxxxxxxx may maintain comprehensive commercial
general liability insurance with a deductible
that does not exceed $1,000.
000 Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxx may maintain comprehensive commercial
general liability insurance with a deductible
that does not exceed $2,500.
1 Bank of America Plaza Mortgagor may maintain all-risk insurance with a
deductible that does not exceed $50,000.
00 Xxxxx Xxxxxxx Shopping Center So long as Wal-Mart, the largest tenant at the
Mortgaged Property under a triple net lease, has
a credit rating of "A" by S&P, it is permitted
to, and does, self insure.
56 Woodhollow Apartments Mortgagor may maintain comprehensive commercial
general liability insurance with a deductible
that does not exceed $2,500.
00 Xxxxx Xxxxx Xxxxxxxxxx Xxxxxxxxx may maintain comprehensive commercial
general liability insurance with a deductible
that does not exceed $2,500.
000 Xxxxxxx Xxxxx The Mortgage Loan documents provide for a named
hurricanes deductible of 2% of the replacement
cost of the Mortgaged Property.
Business income insurance covers 6 months of
operations (instead of 12 months). The
guarantor has agreed to guaranty losses suffered
as a result of the shortfall.
115 Gardens Professional Center The Mortgage Loan documents provide for a named
hurricanes deductible of 2% of the replacement
cost of the Mortgaged Property.
Business income insurance covers 6 months of
operations (instead of 12 months). The
Mortgagor escrowed $238,000 to cover losses due
to the shortfall.
00 Xxxxxxxx Xxxx All Storage The Mortgage Loan documents provide for the
Mortgagor to maintain all-risk insurance with a
deductible that does not exceed $25,000;
provided however, that subject to the
satisfaction of certain conditions, the
mortgagee shall permit a deductible that does
not exceed $50,000.
000 Xxxxxx Xxxxxxxxx Xxxxxxxx Xx the origination date, the mortgagee accepted
Center property insurance that provides for a windstorm
deductible of 5% of the insured value of the
Mortgaged Property.
000 Xxxx Xxxxx Xxxxxxxxxxxx Xx the origination date, the mortgagee accepted
Building property insurance that provides for a named
hurricanes deductible of 5% of the insured value
of the Mortgaged Property.
122 11250 N. Central Expressway The Mortgage Loan documents do not require
workers' compensation insurance.
Evidence of renewal of insurance is due not less
than 15 days prior to policy expiration (instead
of 30 days).
32 Grandview II The Mortgage Loan documents provide for an
earthquake deductible of $100,000.
00 Xxxx Xxxx Xxxxxxxxxx Xxxxxxxxx may maintain comprehensive commercial
general liability insurance with a deductible
that does not exceed $5,000.
21 Culebra Market The Mortgage Loan documents provide for a
windstorm deductible of $50,000.
4 CNL Center I & II The Mortgage Loan documents allow for a named
hurricane deductible up to the lessor of 3% of
the insured value of the Mortgaged Property or
$100,000.
0 Xxxxx Xxxxxxx The Mortgage Loan documents provide for an
earthquake deductible of the greater of 5% of
the insured value of the Mortgaged Property or
$250,000.
The Mortgage Loan documents also provide for a
windstorm deductible of the greater of 5% of the
insured value of the Mortgaged Property or
$100,000.
121 Delilah Warehouse The mortgagee is not named as an additional
insured or loss payee on the applicable
Insurance Policies.
The certificate lists a binder number instead of
the acutal policy number. The cancellation
language in the certificates states that the
carrier "will endeavor" to mail notice, "but
failure to do so shall impose no obligation..."
rather than a 30 day notice of cancellation.
The borrower does not have terrorism coverage.
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
22 Shady Grove Center Mortgagor is the defendant in a pending lawsuit
by Xxxxx X. Xxxxxxxx, an employee of a tenant,
pursuant to which the plaintiff is seeking
damages in the amount of $2,000,000 based on the
Mortgagor's alleged breach of a duty to (1) use
reasonable and ordinary care to maintain
portions of the Mortgaged Property over which it
retained control and (2) exercise reasonable
care.
4 CNL Center I & II A portion of the Mortgaged Property's parking
garage is subject to a proceeding by the Florida
Department of Transportation ("FDOT"). The
Mortgagor, the City of Orlando, and FDOT entered
into an agreement concerning the construction of
the access ramp which is the subject of the
condemnation proceeding.
Representation #(27)
Loan Number Loan Name Description of Exception
81 Center at Monocacy This loan is secured by an IDOT. The indemnity
guarantor and not the Mortgagor, is required to
provide financial information to the mortgagee.
000 Xxxxxxx Xxxxx This loan is secured by an IDOT. The indemnity
guarantor and not the Mortgagor, is required to
provide financial information to the mortgagee.
00 Xxxxx Xxxxx Xxxxxx This loan is secured by an IDOT. The indemnity
guarantor and not the Mortgagor, is required to
provide financial information to the mortgagee.
121 Delilah Warehouse Annual financial statements are not specifically
required, but borrower is required to deliver a
balance sheet annually upon lender's request.
2 Centro Heritage Portfolio; The original principal balance of the Centro
5 Westfield Shoppingtown Heritage Portfolio Mortgage Loan and the
Independence Westfield Shoppingtown Independence Mortgage
Loan, which loans are to Mortgagors under common
sponsorship, represent more than 5% of the
aggregate outstanding principal amount of all
the mortgage loans included in the trust fund.
Representation #(32)
Loan Number Loan Name Description of Exception
95 The Patio Shops Subject to the satisfaction of certain
conditions, transfers to affiliates and other
entities or individuals are permitted pursuant
to the Mortgage Loan documents.
39 Lakepoint Office Park Subject to the satisfaction of certain
conditions, transfers to affiliates and other
entities or individuals are permitted pursuant
to the Mortgage Loan documents.
43 Phase I: Arbors of Traverse 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 loans pursuant to the
security instrument.
31 Allied Insurance Building 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.
29 Points East Shopping Center Subject to the satisfaction of certain
conditions, transfers to affiliates and other
entities or individuals are permitted pursuant
to the Mortgage Loan documents.
000 Xxxxxxx Xxxxx Subject to the satisfaction of certain criteria,
the Mortgage Loan documents allow members of the
Mortgagor the right to pledge their interests in
the Mortgagor to secure a mezzanine loan
pursuant to the security instrument.
57 Superstition Villas 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.
26 Archstone Brentwood Apartments Subject to the satisfaction of certain
conditions, transfers to affiliates and other
entities or individuals are permitted pursuant
to the Mortgage Loan documents.
1 Bank of America Plaza Subject to the satisfaction of certain
conditions, transfers to affiliates and other
entities or individuals are permitted pursuant
to the Mortgage Loan documents.
The direct owner of 100% of the Mortgagors has
pledged its ownership interests in the
Mortgagors to secure a mezzanine loan held by
Petra Fund REIT Corp. and pledged to Greenwich
Capital Financial Products, Inc. If such entity
defaults on the mezzanine loan, the interests in
such direct owner will be transferred to such
mezzanine lender or its assignees.
105 Gratiot Retail Subject to the satisfaction of certain
conditions, transfers to affiliates and other
entities or individuals are permitted pursuant
to the Mortgage Loan documents.
13 00 X 00xx Xx Subject to the satisfaction of certain
conditions, transfers to affiliates and other
entities or individuals are permitted pursuant
to the Mortgage Loan documents.
71 Campus Crossing Phase II 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.
32 Grandview II 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.
19 Washington Pointe 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.
52 21800 Burbank 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 Xxxx Xxxx Apartments The direct owner of 100% of the Mortgagor has
pledged its ownership interest in the Mortgagor
to secure a mezzanine loan held by RAIT
Partnership, L.P. If such entity defaults on
the mezzanine loan, the interests in such direct
owner will be transferred to such mezzanine
lender.
5 Westfield Shoppingtown Subject to the satisfaction of certain criteria,
Independence 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.
0 Xxxxx 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.
70 Beaumont Medical Building 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 Xxx Xxxx Xxxxxxxx Xxxx Subject to the satisfaction of certain
conditions, transfers to affiliates and other
entities or individuals are permitted pursuant
to the Mortgage Loan documents.
21 Culebra Market Subject to the satisfaction of certain
conditions, transfers to affiliates and other
entities or individuals are permitted pursuant
to the Mortgage Loan documents.
2 Centro Heritage Portfolio Subject to the satisfaction of certain
conditions, transfers to affiliates and other
entities or individuals are permitted pursuant
to the Mortgage Loan documents.
So long as the Mortgagor has not incurred
additional debt secured by the Mortgaged
Property and subject to the satisfaction of
certain criteria, the Mortgage Loan documents
allow members of the Mortgagor the right to
pledge their interests in the Mortgagor to
secure a mezzanine loan pursuant to the security
instrument.
So long as the members of the Mortgagor have not
pledged their interest in the Mortgagor to
secure a mezzanine loan and subject to the
satisfaction of certain criteria, the Mortgagor
has a one time right to incur additional debt
secured by the Mortgaged Property.
4 CNL Center I & II Subject to the satisfaction of certain
conditions, transfers to 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 RAIT
Partnership, L.P. If such entity defaults on
the mezzanine loan, the interests in such direct
owner will be transferred to such mezzanine
lender.
Representation #(33)
Loan Number Loan Name Description of Exception
1 Bank of America Plaza The Mortgaged Property secures the Mortgage Loan
and another note, which is pari passu with the
Mortgage Note which evidences the Mortgage Loan,
but such other note is not included in the trust
fund.
Representation #(35)
Loan Number Loan Name Description of Exception
2 Centro Heritage Portfolio Each Centro Heritage Portfolio property may be
released from the lien of the Mortgage upon
defeasance of an amount equal to 110% of the
allocated loan amount.
The Mortgagor may obtain a release of an
individual Mortgaged Property by substituting
its interest in other Mortgaged Properties as
collateral during the term of the Mortgage Loan,
subject to certain conditions as set forth in
the related Mortgage Loan documents.
Representation #(36)
Loan Number Loan Name Description of Exception
81 Center at Monocacy 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
000 Xxxxxxx Xxxxx Xxxxxxx the Mortgage Loan is structured for tax
purposes as an IDOT, the indemnity guarantor of
the IDOT owns the related Mortgaged Property
instead of the related Mortgagor.
00 Xxxxx 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
124; River Xxxx Apartments The respective Mortgaged Properties are legally
146; Jefferson Court Apartments; nonconforming due to deficient parking.
137; Oakhill Manor Apartments;
92; Westwood Apartments;
139; Gardena Business Park;
58; Lincoln Square Shopping
Center;
56; Woodhollow Apartments;
51; Pecan Ridge Apartments;
149; North Franklin Court
Apartments;
127; Petite Esplanade Shopping
Center
144; East Kauai Professional
Buiding;
52; 21800 Burbank;
64; Old Pasadena Plaza II;
66; Burn Brae Apartments;
82; Sebastopol Industrial Park;
22; Shady Grove Cener;
100; 000 Xxxx 000xx Xxxxxx;
79; 000 Xxxx Xxxxxxxxxx Xxx;
116; 0000 Xxxxxxxxx Xxxxx;
150; 000 Xxxx 000xx Xxxxxx;
2 Centro Heritage Portfolio
31; Allied Insurance Building; The respective Mortgaged Properties are legally
21 Culebra Market nonconforming due to excessive parking.
128 Southview Apartments According to the zoning report, the Mortgaged
Property is nonconforming because it is short 9
parking spaces. The Mortgagor is required to
re-stripe the parking area pursuant to
applicable Mortgage Loan documents.
13 00 X 00xx Xx The existing certificate of occupany does not
accurately reflect the current use of the ground
floor space of the Mortgaged Property. A retail
store is the current tenant of the ground floor
space; however, the certificate of occupancy
reflects a health club, hair styling salon,
cocktail lounge and retail store. Purusant to
the Mortgage Loan documents, the Mortgagor is
required to comply with all laws, including
licenses and permits. Additionally, the
mortgagee has a recourse carveout for any losses
suffered as a result of the Mortgagor not having
an valid certificate of occupancy.
Representation #(41)
Loan Number Loan Name Description of Exception
121 Delilah Warehouse Although a title policy was issued for the
Mortgaged Property, it does not contain a
utility endorsement. Additionally, a survey was
not obtained for the Mortgaged Property.
Representation #(42)
Loan Number Loan Name Description of Exception
1 Bank of America Plaza Terrorism insurance premiums are capped at
$425,000 per year, subject to annual increases
based on the Consumer Price Index.
45 South Central Shopping Center Terrorism insurance premiums are capped at
$25,000 per year, subject to annual increases
based on the Consumer Price Index.
Although Wal-Mart currently carries terrorism
insurance, its lease agreement does not require
it to carry such insurance. Wal-Mart does have
the obligation to rebuild in the event of any
loss.
13 00 X 00xx Xx Terrorism insurance premiums are capped at
$60,000 per year, subject to annual increases
based on the Consumer Price Index.
00 Xxxxx Xxxxx Xxxxxx Terrorism insurance premiums are capped at
$23,000 per year.
0 Xxxxxxxxx Xxxxxxxxxxxx Xxxxxxxxx insurance premiums are capped at
Independence $200,000 per year.
6 Three Parkway Terrorism insurance premiums are capped at
$90,000 per year, subject to annual increases
based on the Consumer Price Index.
70 Beaumont Medical Building Terrorism insurance premiums are capped at
$7,500 per year.
2 Centro Heritage Portfolio Terrorism insurance premiums are capped at
$300,000 per year.
4 CNL Center I & II Terrorism insurance premiums are capped at
$275,000 per year, subject to annual increases
based on the Consumer Price Index.
32 Grandview II Terrorism insurance premiums are capped at
$30,000 per year, subject to annual increases
based on the Consumer Price Index.
121 Delilah Warehouse The existing all-risk and comprehensive
commercial general liability Insurance Policies
do not have terrorism coverage.
EXHIBIT D
FORM OF OFFICER'S CERTIFICATE
I, [______], a duly appointed, qualified and acting [______] of
JPMorgan Chase Bank, National Association, a national banking association (the
"Company"), hereby certify as follows:
1. I have examined the Mortgage Loan Purchase Agreement, dated as of November
28, 2006 (the "Agreement"), between the Company and X.X. Xxxxxx Xxxxx
Commercial Mortgage Securities Corp., and all of the representations and
warranties of the Company under the Agreement are true and correct in all
material respects on and as of the date hereof with the same force and
effect as if made on and as of the date hereof.
2. The Company has complied with all the covenants and satisfied all the
conditions on its part to be performed or satisfied under the Agreement on
or prior to the date hereof and no event has occurred which, with notice
or the passage of time or both, would constitute a default under the
Agreement.
3. I have examined the information regarding the Mortgage Loans in each Free
Writing Prospectus (as defined in the Indemnification Agreement), when
read in conjunction with the other Time of Sale Information (as defined in
the Indemnification Agreement), the Prospectus, dated September 22, 2006,
as supplemented by the Prospectus Supplement, dated November 16, 2006
(collectively, the "Prospectus"), relating to the offering of the Class
A-1, Class X-0, Xxxxx X-0, Class A-SB, Class A-1A, Class X, Class A-M,
Class A-J, Class B, Class C and Class D Certificates, the Private
Placement Memorandum, dated November 16, 2006 (the "Privately Offered
Certificate Private Placement Memorandum"), relating to the offering of
the Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class P and Class NR Certificates, and the Residual Private
Placement Memorandum, dated November 16, 2006 (together with the Privately
Offered Certificate Private Placement Memorandum, the "Private Placement
Memoranda"), relating to the offering of the Class R and Class LR
Certificates, and nothing has come to my attention that would lead me to
believe that any Free Writing Prospectus, including any diskette attached
thereto, when read in conjunction with the other Time of Sale Information,
as of the Time of Sale (as defined in the Indemnification Agreement) or as
of the date hereof, the Prospectus, as of the date of the Prospectus
Supplement or as of the date hereof, or the Private Placement Memoranda,
as of the date of the Private Placement Memoranda or as of the date
hereof, included or includes any untrue statement of a material fact
relating to the Mortgage Loans or in the case of any Free Writing
Prospectus, when read in conjunction with the other Time of Sale
Information, omitted or omits to state therein a material fact necessary
in order to make the statements therein relating to the Mortgage Loans, in
light of the circumstances under which they were made, not misleading.
Capitalized terms used herein without definition have the meanings
given them in the Agreement.
IN WITNESS WHEREOF, I have signed my name this __ day of ______
2006.
By:_____________________________
Name:
Title:
