EXHIBIT 10.5
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X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP.,
PURCHASER
NATIXIS REAL ESTATE CAPITAL INC.
and
NATIXIS COMMERCIAL MORTGAGE FUNDING, LLC,
SELLERS
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of July 1, 2007
Fixed Rate Mortgage Loans
Series 2007-LDP11
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This Mortgage Loan Purchase Agreement (this "Agreement"), dated as
of July 1, 2007, is between X.X. Xxxxxx Chase Commercial Mortgage Securities
Corp., as purchaser (the "Purchaser"), and Natixis Real Estate Capital Inc.
("Natixis RE") and Natixis Commercial Mortgage Funding, LLC ("Natixis CMF"), as
sellers (each, a "Seller" and collectively, "Sellers").
Capitalized terms used in this Agreement not defined herein shall
have the meanings ascribed to them in the Pooling and Servicing Agreement dated
as of July 1, 2007 (the "Pooling and Servicing Agreement") among the Purchaser,
as depositor (the "Depositor"), Wachovia Bank, National Association, as master
servicer (the "Master Servicer"), CWCapital Asset Management LLC, as special
servicer (the "Special Servicer") and LaSalle Bank National Association, as
trustee (the "Trustee"), pursuant to which the Purchaser will sell the Mortgage
Loans (as defined herein) to a trust fund and certificates representing
ownership interests in the Mortgage Loans will be issued by the trust fund. For
purposes of this Agreement, the term "Natixis RE Mortgage Loans" refers to the
mortgage loans listed on Exhibit A-1, the term "Natixis CMF Mortgage Loans"
refers to the mortgage loans listed on Exhibit A-2, the term "Mortgage Loans"
refers to the Natixis RE Mortgage Loans and the Natixis CMF Mortgage Loans,
collectively, and the term "Mortgaged Properties" refers to the properties
securing such Mortgage Loans.
The Purchaser and the Sellers wish to prescribe the manner of sale
of the Natixis RE Mortgage Loans from Natixis RE to the Purchaser and the sale
of the Natixis CMF Mortgage Loans from Natixis CMF 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, each of Natixis RE and
Natixis CMF does hereby sell, transfer, assign, set over and convey to the
Purchaser, without recourse (subject to certain agreements regarding servicing
as provided in the Pooling and Servicing Agreement, subservicing agreements
permitted thereunder and that certain Servicing Rights Purchase Agreement, dated
as of the Closing Date between the Master Servicer and the Sellers) all of its
right, title, and interest in and to the Natixis RE Mortgage Loans, in the case
of Natixis RE, and the Natixis CMF Mortgage Loans, in the case of Natixis CMF,
including all interest and principal received on or with respect to such
Mortgage Loans after the Cut-off Date (other than payments of principal and
interest first due on such 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 each 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. Each Seller's
records will accurately reflect the sale of each such Mortgage Loan to the
Purchaser. The Depositor will sell the Class X-0, Xxxxx X-0, Class A-2FL, Class
X-0, Xxxxx X-0, Class A-SB, Class A-1A, Class X, Class A-M, Class A-J, Class B,
Class C, Class D, Class E and Class F Certificates (the "Offered Certificates")
to the underwriters (the "Underwriters") specified in the underwriting agreement
dated June 28, 2007 (the "Underwriting Agreement") between the Depositor and
X.X. Xxxxxx Securities Inc. ("JPMSI") for itself and as representative of the
several underwriters identified therein, and the Depositor will sell the Class
G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class
T and Class NR Certificates (the "Private Certificates") to JPMSI and UBS
Securities LLC, the initial purchasers (together with the Underwriters, the
"Dealers") specified in the certificate purchase agreement dated June 28, 2007
(the "Certificate Purchase Agreement"), between the Depositor and JPMSI for
itself and as representative of the initial purchasers identified therein.
The sale and conveyance of the Mortgage Loans is being conducted on
an arms length basis and upon commercially reasonable terms. As the purchase
price for the Natixis RE Mortgage Loans and the Natixis CMF Mortgage Loans, the
Purchaser shall pay to Natixis RE or at Natixis RE's direction in immediately
available funds the sum of $670,683,086.52 (which amount is inclusive of accrued
interest and exclusive of Natixis RE's and Natixis CMF's pro rata share of the
costs set forth in Section 9 hereof). The purchase and sale of the Mortgage
Loans shall take place on the Closing Date.
SECTION 2. Books and Records; Certain Funds Received After the
Cut-off Date. From and after the sale of the Mortgage Loans to the Purchaser,
record title to each Mortgage and the related Mortgage Note shall be transferred
to the Trustee in accordance with this Agreement. Any funds due after the
Cut-off Date in connection with a Mortgage Loan received by a Seller shall be
held in trust for the benefit of the Trustee as the owner of such Mortgage Loan
and shall be transferred promptly to the Master Servicer. All scheduled payments
of principal and interest due on or before the Cut-off Date but collected after
the Cut-off Date, and recoveries of principal and interest collected on or
before the Cut-off Date (only in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date and principal prepayments
thereon), shall belong to, and shall be promptly remitted to, the applicable
Seller.
The transfer of each Mortgage Loan shall be reflected on the
applicable Seller's balance sheets and other financial statements as a sale of
such Mortgage Loan by the applicable Seller to the Purchaser. Each Seller
intends to treat the transfer of each Mortgage Loan to the Purchaser as a sale
for tax purposes.
The transfer of each Mortgage Loan shall be reflected on the
Purchaser's balance sheets and other financial statements as a purchase of such
Mortgage Loan by the Purchaser from the applicable Seller. The Purchaser intends
to treat the transfer of each Mortgage Loan from the applicable Seller as a
purchase for tax purposes.
SECTION 3. Delivery of Mortgage Loan Documents; Additional Costs and
Expenses. (a) The Purchaser hereby directs each Seller, and each 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 applicable Mortgage Loans under Sections
2.01(b) and 2.01(c) of the Pooling and Servicing Agreement, and meeting all the
requirements of such Sections 2.01(b) and 2.01(c), and such other documents,
instruments and agreements as the Purchaser or the Trustee shall reasonably
request. In addition, each 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 neither Seller shall be required to
deliver any draft documents, or any attorney client communications which are
privileged communications or constitute legal or other due diligence analyses,
or internal communications of such Seller or its affiliates, or credit
underwriting or other analyses or data.
(b) With respect to the transfer described in Section 1 hereof, if
the Mortgage Loan documents do not require the related Mortgagor to pay any
costs and expenses relating to any modifications to a related letter of credit
which modifications are required to effectuate such transfer (the "Transfer
Modification Costs"), then the applicable Seller shall pay the Transfer
Modification Costs required to transfer the letter of credit to the Trustee as
described in such Section 1; provided that if the Mortgage Loan documents
require the related Mortgagor to pay any Transfer Modification Costs, such
Transfer Modification Costs shall be an expense of the Mortgagor unless such
Mortgagor fails to pay such Transfer Modification Costs after the Master
Servicer has exercised all remedies available under the Mortgage Loan documents
to collect such Transfer Modification Costs from such Mortgagor, in which case
the Master Servicer shall give the applicable Seller notice of such failure and
the amount of such Transfer Modification costs and the applicable Seller shall
pay such Transfer Modification Costs.
SECTION 4. Treatment as a Security Agreement. Each Seller,
concurrently with the execution and delivery hereof, has conveyed to the
Purchaser, all of its right, title and interest in and to the applicable
Mortgage Loans. The parties intend that such conveyance of each Seller's right,
title and interest in and to the applicable 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 applicable 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 applicable
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 applicable 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 Sellers. Each 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 applicable Mortgage Loans and the Assignments of Mortgage
from such Seller to the Trustee in connection with the Pooling and Servicing
Agreement; provided, if the related Mortgage has been recorded in the name of
Mortgage Electronic Registration Systems, Inc. ("MERS") or its designee, no
assignment of Mortgage Loans, Assignment of Mortgage or other recorded document
in favor of the Trustee will be required to be prepared or delivered and
instead, such Seller shall take all actions as are necessary to cause the
Trustee to be shown as, and shall deliver evidence of any such transfers to the
Master Servicer and the Special Servicer, and the Trustee shall take all actions
necessary to confirm that it is shown as, the owner of the related Mortgage on
the records of MERS for purposes of the system of recording transfers of
beneficial ownership of mortgages maintained by MERS. All recording fees
relating to the initial recordation of such intermediate assignments and
Assignments of Mortgage shall be paid by such 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 applicable Mortgage Loans to the Master
Servicer, including effectuating the transfer of any letters of credit with
respect to any applicable Mortgage Loan to the Trustee (in care of the Master
Servicer) for the benefit of Certificateholders. Prior to the date that a letter
of credit, if any, with respect to any applicable Mortgage Loan is transferred
to the Trustee (in care of the Master Servicer), such Seller will cooperate with
the reasonable requests of the Master Servicer or Special Servicer, as
applicable, in connection with effectuating a draw under such letter of credit
as required under the terms of the related Mortgage Loan documents;
(c) if, during such period of time after the first date of the
public offering of the Offered Certificates as in the opinion of counsel for the
Underwriters, a prospectus relating to the Offered Certificates is required by
applicable law to be delivered in connection with sales thereof by an
Underwriter or a Dealer, any event shall occur as a result of which it is
necessary to amend or supplement the Prospectus Supplement, including Annexes
X-0, X-0, X-0 and B thereto and the Diskette included therewith, with respect to
any information relating to the Mortgage Loans or such Seller, in order to make
the statements therein, in the light of the circumstances when the Prospectus
Supplement is delivered to a purchaser, not misleading, or if it is necessary to
amend or supplement the Prospectus Supplement, including Annexes X-0, X-0, X-0
and B thereto and the Diskette included therewith, with respect to any
information relating to the applicable Mortgage Loans or such Seller, to comply
with applicable law, such Seller (or in the case of Natixis CMF, Natixis RE on
behalf of such Seller) shall do all things necessary to assist the Depositor to
prepare and furnish, at the expense of such Seller (to the extent that such
amendment or supplement relates to such Seller, the Mortgage Loans listed on
Exhibit A-1, or Exhibit A-2, as applicable, and/or any information relating to
the same, as provided by such Seller), to the Underwriters such amendments or
supplements to the Prospectus Supplement as may be necessary, so that the
statements in the Prospectus Supplement as so amended or supplemented, including
Annexes X-0, X-0, X-0 and B thereto and the Diskette included therewith, with
respect to any information relating to the applicable Mortgage Loans or such
Seller, will not, in the light of the circumstances when the Prospectus is so
amended or supplemented, be misleading or so that the Prospectus Supplement,
including Annexes X-0, X-0, X-0 and B thereto and the Diskette included
therewith, with respect to any information relating to the applicable Mortgage
Loans or such Seller, will comply with applicable law. All terms used in this
clause (c) and not otherwise defined herein shall have the meaning set forth in
the Indemnification Agreement, dated as of June 28, 2007 between the Purchaser
and Natixis RE (the "Indemnification Agreement"); and
(d) for so long as the Trust is subject to the reporting
requirements of the Exchange Act, such Seller (or in the case of Natixis CMF,
Natixis RE on behalf of such Seller) shall provide the Purchaser (or with
respect to any Companion Loan related to a Serviced Whole Loan or any Serviced
Securitized Companion Loan that is deposited into an Other Securitization or a
Regulation AB Companion Loan Securitization, the depositor in such Other
Securitization or Regulation AB Companion Loan Securitization) and the Trustee
with any Additional Form 10-D Disclosure and any Additional Form 10-K Disclosure
set forth next to the Purchaser's name on Schedule X and Schedule Y of the
Pooling and Servicing Agreement within the time periods set forth in the Pooling
and Servicing Agreement.
SECTION 6. Representations and Warranties.
(a) Each Seller represents and warrants to the Purchaser as of the
Closing Date that:
(i) (A) in the case of Natixis RE, it is a corporation, duly
organized, validly existing and in good standing under the laws of the
State of New York and (B) in the case of Natixis CMF, it is a limited
liability company, duly organized, validly existing and in good standing
under the laws of the State of Delaware;
(ii) it has the power and authority to own its property and to carry
on its business as now conducted;
(iii) it has the power to execute, deliver and perform this
Agreement;
(iv) it is legally authorized to transact business in the State of
New York. Such 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 such Seller;
(v) the execution, delivery and performance of this Agreement by
such Seller have been duly authorized by all requisite action by such
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 such
Seller and constitutes a legal, valid and binding obligation of such
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 such Seller is a party or of which any property of such Seller is
the subject which, if determined adversely to such Seller, would
reasonably be expected to adversely affect (A) the transfer of the
applicable Mortgage Loans and the Mortgage Loan documents as contemplated
herein, (B) the execution and delivery by such Seller or enforceability
against such Seller of the applicable Mortgage Loans or this Agreement, or
(C) the performance of such 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 such Seller in connection with the transactions contemplated
hereby (including, without limitation, any financial cash flow models and
underwriting file abstracts furnished by such 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 applicable Mortgage Loans and the performance by
such Seller of all of its obligations under this Agreement and the
consummation by such Seller of the transactions herein contemplated do not
conflict with or result in a breach of any of the terms or provisions of,
or constitute a default under, any material indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which such
Seller is a party or by which such Seller is bound or to which any of the
property or assets of such 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 such 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 such
Seller of the transactions contemplated by this Agreement, other than any
consent, approval, authorization, order, license, registration or
qualification that has been obtained or made;
(x) it has either (A) not dealt with any Person (other than the
Purchaser or the Dealers or their respective affiliates or any servicer of
a related Mortgage Loan) that may be entitled to any commission or
compensation in connection with the sale or purchase of the related
Mortgage Loans or entering into this Agreement or (B) paid in full any
such commission or compensation (except with respect to any servicer of a
related Mortgage Loan, any commission or compensation that may be due and
payable to such servicer if such servicer is terminated and does not
continue to act as a servicer); and
(xi) it is solvent and the sale of the applicable Mortgage Loans
hereunder will not cause it to become insolvent; and the sale of the
applicable Mortgage Loans is not undertaken with the intent to hinder,
delay or defraud any of such Seller's creditors.
(b) The Purchaser represents and warrants to such Seller as of the
Closing Date that:
(i) it is a corporation duly organized, validly existing, and in
good standing in the State of Delaware;
(ii) it is duly qualified as a foreign corporation in good standing
in all jurisdictions in which ownership or lease of its property or the
conduct of its business requires such qualification, except where the
failure to be so qualified would not have a material adverse effect on the
Purchaser, and the Purchaser is conducting its business so as to comply in
all material respects with the applicable statutes, ordinances, rules and
regulations of each jurisdiction in which it is conducting business;
(iii) it has the power and authority to own its property and to
carry on its business as now conducted;
(iv) it has the power to execute, deliver and perform this
Agreement, and neither the execution and delivery by the Purchaser of this
Agreement, nor the consummation by the Purchaser of the transactions
herein contemplated, nor the compliance by the Purchaser with the
provisions hereof, will (A) conflict with or result in a breach of, or
constitute a default under, any of the provisions of the certificate of
incorporation or by-laws of the Purchaser or any of the provisions of any
law, governmental rule, regulation, judgment, decree or order binding on
the Purchaser or any of its properties, or any indenture, mortgage,
contract or other instrument or agreement to which the Purchaser is a
party or by which it is bound, or (B) result in the creation or imposition
of any lien, charge or encumbrance upon any of the Purchaser's property
pursuant to the terms of any such indenture, mortgage, contract or other
instrument or agreement;
(v) this Agreement constitutes a legal, valid and binding obligation
of the Purchaser enforceable against it in accordance with its terms
(except as enforcement thereof may be limited by (a) bankruptcy,
receivership, conservatorship, reorganization, insolvency, moratorium or
other laws affecting the enforcement of creditors' rights generally and
(b) general equitable principles (regardless of whether enforcement is
considered in a proceeding in equity or law));
(vi) there are no legal or governmental proceedings pending to which
the Purchaser is a party or of which any property of the Purchaser is the
subject which, if determined adversely to the Purchaser, might interfere
with or adversely affect the consummation of the transactions contemplated
herein and in the Pooling and Servicing Agreement; to the best of the
Purchaser's knowledge, no such proceedings are threatened or contemplated
by any governmental authorities or threatened by others;
(vii) it is not in default with respect to any order or decree of
any court or any order, regulation or demand of any federal, state
municipal or governmental agency, which default might have consequences
that would materially and adversely affect the condition (financial or
other) or operations of the Purchaser or its properties or might have
consequences that would materially and adversely affect its performance
hereunder;
(viii) it has not dealt with any broker, investment banker, agent or
other person, other than the Sellers, the Dealers and their respective
affiliates, that may be entitled to any commission or compensation in
connection with the purchase and sale of the Mortgage Loans or the
consummation of any of the transactions contemplated hereby;
(ix) all consents, approvals, authorizations, orders or filings of
or with any court or governmental agency or body, if any, required for the
execution, delivery and performance of this Agreement by the Purchaser
have been obtained or made; and
(x) it has not intentionally violated any provisions of the United
States Banking Secrecy Act, the United States Money Laundering Control Act
of 1986 or the United States International Money Laundering Abatement and
Anti-Terrorism Financing Act of 2001.
(c) Natixis RE further makes the representations and warranties as
to the Natixis RE Mortgage Loans and the Natixis CMF Mortgage Loans set forth in
Exhibit B as of the Closing Date (or as of such other date if specifically
provided in the particular representation or warranty), which representations
and warranties are subject to the exceptions thereto set forth in Exhibit C.
Neither the delivery by the Sellers of the Mortgage Files, Servicing Files, or
any other documents required to be delivered under Section 2.01 of the Pooling
and Servicing Agreement, nor the review thereof or any other due diligence by
the Trustee, any Master Servicer, the Special Servicer, a Certificate Owner or
any other Person shall relieve a 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 (it being understood that
only Natixis RE shall be liable with respect to any representation or warranty
set forth on Exhibit B with respect to the Mortgage Loans (including the Natixis
CMF Mortgage Loans)).
(d) Pursuant to this Agreement or Section 2.03(b) of the Pooling and
Servicing Agreement, the Sellers and the Purchaser shall be given notice of any
Breach or Defect that materially and adversely affects the value of any Mortgage
Loan, the value of the related Mortgaged Property or the interests of the
Trustee or any Certificateholder therein.
(e) Upon notice pursuant to Section 6(d) above, Natixis RE shall,
not later than 90 days from the earlier of a 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, a
Seller's discovery of such Breach or Defect (the "Initial Resolution Period"),
(i) cure such Defect or Breach, as the case may be, in all material respects,
(ii) repurchase the affected Mortgage Loan at the applicable Repurchase Price
(as defined below) or (iii) substitute a Qualified Substitute Mortgage Loan (as
defined below) for such affected Mortgage Loan (provided that in no event shall
any such substitution occur later than the second anniversary of the Closing
Date) and pay the Master Servicer for deposit into the Certificate Account, any
Substitution Shortfall Amount (as defined below) in connection therewith;
provided, however, except with respect to a Defect resulting solely from the
failure by a Seller to deliver to the Trustee or Custodian the actual policy of
lender's title insurance required pursuant to clause (ix) of the definition of
Mortgage File by a date not later than 18 months following the Closing Date, if
such Breach or Defect is capable of being cured but is not cured within the
Initial Resolution Period, and Natixis RE has commenced and is diligently
proceeding with the cure of such Breach or Defect within the Initial Resolution
Period, Natixis RE shall have an additional 90 days commencing immediately upon
the expiration of the Initial Resolution Period (the "Extended Resolution
Period") to complete such cure (or, failing such cure, to repurchase the related
Mortgage Loan or substitute a Qualified Substitute Mortgage Loan as described
above); and provided, further, with respect to the Extended Resolution Period
Natixis RE shall have delivered an officer's certificate to the Rating Agencies,
the Master Servicer, the Special Servicer, the Trustee and the Directing
Certificateholder setting forth the reason such Breach or Defect is not capable
of being cured within the Initial Resolution Period and what actions Natixis RE
is pursuing in connection with the cure thereof and stating that Natixis RE
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,
Natixis RE 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
Natixis RE shall cure such Breach within the applicable cure period (as the same
may be extended) by reimbursing the Trust Fund (by wire transfer of immediately
available funds) the reasonable amount of any such costs and expenses incurred
by the Master Servicer, the Special Servicer, the Trustee or the Trust Fund that
are the basis of such Breach and have not been reimbursed by the related
Mortgagor; provided, however, in the event any such costs and expenses exceed
$10,000, Natixis RE 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, Natixis
RE shall remit the amount of such costs and expenses and upon its making such
remittance, Natixis RE 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
Natixis RE 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 Natixis RE pursuant to Section 2.03(f) of the Pooling and
Servicing Agreement. Notwithstanding the foregoing, the sole remedy with respect
to any breach of the representation set forth in the second to last sentence of
clause (32) of Exhibit B hereto shall be payment by Natixis RE of such costs and
expenses without respect to the materiality of such breach.
Any of the following will cause a document in the Mortgage File to
be deemed to have a Defect and to be conclusively presumed to materially and
adversely affect the interests of Certificateholders in a Mortgage Loan and to
be deemed to materially and adversely affect the interests of the
Certificateholders in and the value of a Mortgage Loan: (a) the absence from the
Mortgage File of the original signed Mortgage Note, unless the Mortgage File
contains a signed lost note affidavit and indemnity with a copy of the Mortgage
Note that appears to be regular on its face; (b) the absence from the Mortgage
File of the original signed Mortgage that appears to be regular on its face,
unless there is included in the Mortgage File a certified copy of the Mortgage
and a certificate stating that the original signed Mortgage was sent for
recordation; (c) the absence from the Mortgage File of the lender's title
insurance policy (or if the policy has not yet been issued, an original or copy
of a "marked up" written commitment or the pro-forma or specimen title insurance
policy or a commitment to issue the same pursuant to written escrow instructions
signed by the title insurance company) called for by clause (ix) of the
definition of "Mortgage File" in the Pooling and Servicing Agreement; (d) the
absence from the Mortgage File of any required letter of credit; (e) with
respect to any leasehold mortgage loan, the absence from the related Mortgage
File of a copy (or an original, if available) of the related Ground Lease; or
(f) the absence from the Mortgage File of any intervening assignments required
to create a complete chain of assignments to the Trustee on behalf of the Trust,
unless there is included in the Mortgage File a certified copy of the
intervening assignment and a certificate stating that the original intervening
assignments were sent for recordation; provided, however, no Defect (except the
Defects previously described in clauses (a) through (f)) shall be considered to
materially and adversely affect the value of any Mortgage Loan, the value of the
related Mortgaged Property, or the interests of the Trustee therein or the
interests of any Certificateholder therein unless the document with respect to
which the Defect exists is required in connection with an imminent enforcement
of the Mortgagee's rights or remedies under the related Mortgage Loan, defending
any claim asserted by any borrower or third party with respect to the Mortgage
Loan, establishing the validity or priority of any lien on any collateral
securing the Mortgage Loan or for any immediate significant servicing
obligation. Notwithstanding the foregoing, the delivery of executed escrow
instructions or a commitment to issue a lender's title insurance policy, as
provided in clause (ix) of the definition of "Mortgage File" in the Pooling and
Servicing Agreement, in lieu of the delivery of the actual policy of lender's
title insurance, shall not be considered a Defect or Breach with respect to any
Mortgage File if such actual policy is delivered to the Trustee or its Custodian
within 18 months after the Closing Date.
If (i) any Mortgage Loan is required to be repurchased or
substituted for in the manner described in the first paragraph of this Section
6(e), (ii) such Mortgage Loan is a Crossed Loan, and (iii) the applicable Defect
or Breach does not constitute a Defect or Breach, as the case may be, as to any
other Crossed Loan in such Crossed Group (without regard to this paragraph),
then the applicable Defect or Breach, as the case may be, will be deemed to
constitute a Defect or Breach, as the case may be, as to each other Crossed Loan
in the Crossed Group for purposes of this paragraph, and Natixis RE will be
required to repurchase or substitute for all of the remaining Crossed Loans in
the related Crossed Group as provided in the first paragraph of this Section
6(e) unless such other Crossed Loans in such Crossed Group satisfy the Crossed
Loan Repurchase Criteria, and the Mortgage Loan affected by the applicable
Defect or Breach and the Qualified Substitute Mortgage Loan, if any, satisfy all
other criteria for repurchase or substitution, as applicable, of Mortgage Loans
set forth herein. In the event that the remaining Crossed Loans satisfy the
aforementioned criteria, Natixis RE 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. Natixis RE shall be responsible for the cost of any
Appraisal required to be obtained by the Master Servicer to determine if the
Crossed Loan Repurchase Criteria have been satisfied, so long as the scope and
cost of such Appraisal has been approved by Natixis RE (such approval not to be
unreasonably withheld).
To the extent that Natixis RE 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
Natixis RE nor the Trustee shall enforce any remedies against the other's
Primary Collateral, but each is permitted to exercise remedies against the
Primary Collateral securing its respective Crossed Loans, including with respect
to the Trustee, the Primary Collateral securing Crossed Loans still held by the
Trustee.
If the exercise of remedies by one party would materially impair the
ability of the other party to exercise its remedies with respect to the Primary
Collateral securing the Crossed Loans held by such party, then Natixis RE and
the Trustee shall forbear from exercising such remedies until the Mortgage Loan
documents evidencing and securing the relevant Crossed Loans can be modified in
a manner that removes the threat of material impairment as a result of the
exercise of remedies or some other accommodation can be reached. Any reserve or
other cash collateral or letters of credit securing the Crossed Loans shall be
allocated between such Crossed Loans in accordance with the Mortgage Loan
documents, or otherwise on a pro rata basis based upon their outstanding Stated
Principal Balances. Notwithstanding the foregoing, if a Crossed Loan that
remains in the Trust Fund is modified to terminate the related cross
collateralization and/or cross default provisions, as a condition to such
modification, Natixis RE 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
Natixis RE.
The "Repurchase Price" with respect to any Mortgage Loan or REO Loan
to be repurchased pursuant to this Agreement and Section 2.03 of the Pooling and
Servicing Agreement, shall have the meaning given to the term "Purchase Price"
in the Pooling and Servicing Agreement.
A "Qualified Substitute Mortgage Loan" with respect to any Mortgage
Loan or REO Loan to be substituted pursuant to this Agreement and Section 2.03
of the Pooling and Servicing Agreement, shall have the meaning given to such
term in the Pooling and Servicing Agreement.
A "Substitution Shortfall Amount" with respect to any Mortgage Loan
or REO Loan to be substituted pursuant to this Agreement and Section 2.03 of the
Pooling and Servicing Agreement, shall have the meaning given to such term in
the Pooling and Servicing Agreement.
In connection with any repurchase or substitution of one or more
Mortgage Loans contemplated hereby, (i) the Purchaser shall execute and deliver,
or cause the execution and delivery of, such endorsements and assignments,
without recourse, as shall be necessary to vest in Natixis RE 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
Natixis RE of all portions of the Mortgage File and other documents (including
the Servicing File) pertaining to such Mortgage Loan possessed by the Trustee,
or on the Trustee's behalf, and (iii) the Purchaser shall release, or cause to
be released, to Natixis RE 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. Natixis
RE's obligation to cure any Breach or Defect or repurchase or substitute for the
affected Mortgage Loan pursuant to Section 6(e) herein shall constitute the sole
remedy available to the Purchaser in connection with a Breach or Defect (subject
to the last sentence of the second paragraph of Section 6(e)). It is
acknowledged and agreed that the representations and warranties are being made
for risk allocation purposes only; provided, however, no limitation of remedy is
implied with respect to Natixis RE'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 each 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 each 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 each
Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional
closing documents with respect to each Seller:
(i) (A) in the case of Natixis RE, copies of such Seller's articles
of association and by-laws and (B) in the case of Natixis CMF, copies of
such Seller's certificate of formation and limited liability company
agreement, certified as of a recent date by the Secretary or Assistant
Secretary of such Seller;
(ii) an original or copy of a certificate of good standing of such
Seller issued by (A) in the case of Natixis RE, the Secretary of the State
of New York and (B) in the case of Natixis CMF, the Secretary of State of
the State of Delaware dated not earlier than sixty days prior to the
Closing Date;
(iii) an opinion of counsel of such Seller, in form and substance
satisfactory to the Purchaser and its counsel, substantially to the effect
that:
(A) (A) in the case of Natixis RE, such Seller is a
corporation, duly organized, validly existing and in good standing
under the laws of the State of New York and (B) in the case of
Natixis CMF, such Seller is a limited liability company, duly
organized, validly existing and in good standing under the laws of
the State of Delaware;
(B) such Seller has the power to conduct its business as now
conducted and to incur and perform its obligations under this
Agreement and, in the case of Natixis RE, the Indemnification
Agreement;
(C) all necessary corporate or other action has been taken by
such Seller to authorize the execution, delivery and performance of
this Agreement and, in the case of Natixis RE, the Indemnification
Agreement by such Seller and this Agreement is a legal, valid and
binding agreement of such Seller enforceable against such 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) such Seller's execution and delivery of, and such Seller's
performance of its obligations under, each of this Agreement and, in
the case of Natixis RE, the Indemnification Agreement do not and
will not conflict with such Seller's organizational documents 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 such Seller is a party or by which such
Seller is bound, or to which any of the property or assets of such
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 such 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 such Seller
which (i) questions, directly or indirectly, the validity or
enforceability of this Agreement or, in the case of Natixis RE, the
Indemnification Agreement or (ii) would, if decided adversely to the
Sellers, either individually or in the aggregate, reasonably be
expected to have a material adverse effect on the ability of such
Seller to perform its obligations under this Agreement or, in the
case of Natixis RE, the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license,
registration or qualification of or with federal court or
governmental agency or body is required for the consummation by such
Seller of the transactions contemplated by this Agreement and, in
the case of Natixis RE, the Indemnification Agreement, except such
consents, approvals, authorizations, orders, licenses, registrations
or qualifications as have been obtained; and
(iv) a letter from counsel of such 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 such Seller or the related 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 such Seller or the related 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) Natixis RE shall have executed and delivered concurrently
herewith the Indemnification Agreement.
(e) Each Seller shall furnish the Purchaser with such other
certificates of its officers or others and such other documents and opinions to
evidence fulfillment of the conditions set forth in this Agreement as the
Purchaser and its counsel may reasonably request.
SECTION 8. Closing. The closing for the purchase and sale of the
Mortgage Loans shall take place at the office of Cadwalader, Xxxxxxxxxx & Xxxx
LLP, Charlotte, North Carolina, at 10:00 a.m., on the Closing Date or such other
place and time as the parties shall agree. The parties hereto agree that time is
of the essence with respect to this Agreement.
SECTION 9. Expenses. The Sellers will pay their pro rata share (such
Sellers' pro rata share to be determined according to the percentage that the
aggregate principal balance as of the Cut-off Date of all the Mortgage Loans
represents in proportion to the aggregate principal balance as of the Cut-off
Date of all the mortgage loans to be included in the Trust Fund) of all costs
and expenses of the Purchaser in connection with the transactions contemplated
herein, including (without duplication thereof), but not limited to: (i) the
costs and expenses of the Purchaser in connection with the purchase of the
Mortgage Loans and other mortgage loans; (ii) the costs and expenses of
reproducing and delivering the Pooling and Servicing Agreement and printing (or
otherwise reproducing) and delivering the Certificates; (iii) the reasonable and
documented fees, costs and expenses of the Trustee and its counsel incurred in
connection with the Trustee entering into the Pooling and Servicing Agreement;
(iv) the fees and disbursements of a firm of certified public accountants
selected by the Purchaser and the Sellers with respect to numerical information
in respect of the Mortgage Loans, other mortgage loans and the Certificates
included in the Prospectus, the Memoranda (as defined in the Indemnification
Agreement) and 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, Prospectus and Memoranda, and the reproduction and
delivery of this Agreement and the furnishing to the Underwriters of such copies
of the Registration Statement, Prospectus, Memoranda and this Agreement as the
Underwriters may reasonably request; (viii) the fees of the rating agency or
agencies requested to rate the Certificates and (ix) the reasonable fees and
expenses of Xxxxxxx Xxxxxxxx & Wood LLP, counsel to the Underwriters, and
Cadwalader, Xxxxxxxxxx & Xxxx LLP, counsel to the Depositor.
SECTION 10. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement. Furthermore, the
parties shall in good faith endeavor to replace any provision held to be invalid
or unenforceable with a valid and enforceable provision which most closely
resembles, and which has the same economic effect as, the provision held to be
invalid or unenforceable.
SECTION 11. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York without regard to conflicts of
law principles and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
SECTION 12. No Third Party Beneficiaries. The parties do not intend
the benefits of this Agreement to inure to any third party except as expressly
set forth in Section 13.
SECTION 13. Assignment. Each Seller hereby acknowledges that the
Purchaser has, concurrently with the execution hereof, executed and delivered
the Pooling and Servicing Agreement and that, in connection therewith, it has
assigned its rights hereunder to the Trustee for the benefit of the
Certificateholders to the extent set forth in the Pooling and Servicing
Agreement and that the rights so assigned may be further assigned to, and shall
inure to the benefit of, any successor trustee under the Pooling and Servicing
Agreement. Each Seller hereby acknowledges its obligations (subject to the
provisions hereof), including that of expense reimbursement, pursuant to
Sections 2.01, 2.02 and 2.03 of the Pooling and Servicing Agreement. Except as
set forth hereinabove and in Sections 2.01, 2.02 and 2.03 of the Pooling and
Servicing Agreement, the representations and warranties of each Seller made
hereunder and the remedies provided hereunder with respect to Breaches or
Defects may not be further assigned by the Purchaser, the Trustee or any
successor trustee. No owner of a Certificate issued pursuant to the Pooling and
Servicing Agreement shall be deemed a successor or permitted assign because of
such ownership. This Agreement shall bind and inure to the benefit of, and be
enforceable by, each Seller, the Purchaser and their permitted successors and
permitted assigns. The warranties and representations and the agreements made by
each 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) with respect to all notices of legal proceedings and similar
matters, c/o Global Securitization Services, LLC, 000 Xxxx Xxxx Xxxxxx, Xxxxx
000, Xxxxxxx, XX 00000, Attn.: Xxxxxxx X. Xxxxxx, Fax No. (000) 000-0000 and
(ii) with respect to Natixis RE Mortgage Loans and Natixis CMF Mortgage Loans,
x/x Xxxxxxx Xxxx Xxxxxx Xxxxxxx, Xxx., 0 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx,
Xxx Xxxx 00000, Attention: Xxxxxx Xxxxx, fax number: (000) 000-0000
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 each Seller; provided, however, unless such amendment is to
cure an ambiguity, mistake or inconsistency in this Agreement, no amendment
shall be permitted unless each Rating Agency has delivered a written
confirmation that such amendment will not result in a downgrade, withdrawal or
qualification of the then current ratings of the Certificates and the cost of
obtaining any Rating Agency confirmation shall be borne by the party requesting
such amendment. This Agreement shall not be deemed to be amended orally or by
virtue of any continuing custom or practice. No amendment to the Pooling and
Servicing Agreement which relates to defined terms contained therein or any
obligations of a Seller whatsoever shall be effective against such Seller unless
such 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 a Seller and the Purchaser shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or
privilege under this Agreement preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. Except as set forth in
Section 6 herein, the rights and remedies herein expressly provided are
cumulative and not exclusive of any rights or remedies which any party would
otherwise have pursuant to law or equity. Except as set forth in Section 6
herein, no notice to or demand on any party in any case shall entitle such party
to any other or further notice or demand in similar or other circumstances, or
constitute a waiver of the right of either party to any other or further action
in any circumstances without notice or demand.
SECTION 18. No Partnership. Nothing herein contained shall be deemed
or construed to create a partnership or joint venture between the parties
hereto. Nothing herein contained shall be deemed or construed as creating an
agency relationship between the Purchaser and a Seller and neither the Purchaser
nor a Seller 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 each 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., as Purchaser
By:____________________________________
Name:
Title:
NATIXIS REAL ESTATE CAPITAL
INC., as Seller
By:____________________________________
Name:
Title:
By:____________________________________
Name:
Title:
NATIXIS COMMERCIAL MORTGAGE
FUNDING, LLC, as Seller
By:____________________________________
Name:
Title:
EXHIBIT A-1
NATIXIS RE MORTGAGE LOAN SCHEDULE
JPMCC 2007-LDP11
Mortgage Loan Schedule (Combined)
Loan # Originator Mortgagor Name Property Address City State
------ ---------- ------------------------------------------- -------------------------------------- ---------------- -----
9 Natixis Genesee Valley Partners, LP 0000 Xxxxx Xxxxxx Xxxx Xxxxx XX
18 Natixis SRI Eight 399 Boylston LLC 000 Xxxxxxxx Xxxxxx Xxxxxx XX
35 Natixis Sunflower RV Resort, LLC 00000 Xxxxx Xx Xxxxxx Xxxx Xxxxxxxx XX
38 Natixis Centralia North, LLC 000 Xxxx Xxxx Xxxxxxxxx XX
00 Xxxxxxx Xxxxxxxxx Xxxxx XX, LLC 00000 Xxxxxxxxx Xxxx Xxxxxxxxxx XX
59 Natixis Lyndhurst Residential Communities Two, LLC 000 Xxxxxx Xxxxx Xxxxxx Xxxxxxxxx XX
60 Natixis Carport Delaware LLC 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx XX
67 Natixis Arizona & 20th, LLC 0000 00xx Xxxxxx Xxxxx Xxxxxx XX
00 Xxxxxxx Xxxx Xxxxx 00000-00000 Xxxxx Xxxxxxx Avenue Gardena CA
87 Natixis Expo-Ophir, LLC, Expo-CT, LLC, Expo-Bach, 0000 Xxxx Xxxxxx Xxxxxx Xxxx Xxxxxxxxx Xxx Xxxxxxx XX
LLC
98 Natixis Seasons At Vacaville Acquisitions, LLC, 0000 Xxxxxxx Xxxx Xxxxxxxxx XX
Seasons at Vacaville TIC 1, LLC, Seasons
at Vacaville TIC 2, LLC, Seasons at
Vacaville TIC 3, LLC, Seasons at Vacaville
TIC 4, LLC, Seasons at Vacaville TIC 5,
LLC, Seasons at Vacaville TIC 6, LLC,
Seasons at Vacaville TIC 7, LLC, Seasons
at Vacaville TIC 8, LLC, Seasons at
Vacaville TIC 9, LLC, Seasons at Vacaville
TIC 10, LLC, Seasons at Vacaville TIC 11,
LLC, Seasons at Vacaville TIC 12, LLC,
Seasons at Vacaville TIC 13, LLC, Seasons
at Vacaville TIC 14, LLC, Seasons at
Vacaville TIC 15, LLC, Seasons at
Vacaville TIC 16, LLC, Seasons at
Vacaville TIC 17, LLC, Seasons at
Vacaville TIC 18, LLC
100 Natixis Xxxx Valley Lodging, LLC, Xxxx Valley 00000 Xxxx Xxxx Xxxx Xxxxxx XX
Hospitality, Inc.
101 Natixis P.I. Properties NO. 42, L.P. 00000 Xxxx Xxxx Xxxx Xxxx xx Xxxxxxxx XX
103 Natixis Adelfia Properties II, LLC 000 Xxxxx Xxxxx Xxxxxxxxx Xxxxxxxx XX
107 Natixis 0000 Xxxxxxx Xxxxx, LLC 0000-0000 Xxxxxxx Xxxxx Xxx Xxxxxxx XX
109 Natixis PC Retail, LLC 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxx XX
111 Natixis Luria Plaza, LLC 000 00xx Xxxx Xxxx Xxxxx XX
112 Natixis 3261-3281 Xxxxxxxx, LLC 00000 Xxxx Xxx Xxxxxx Xxxxxxxxx XX
113 Natixis 1370 Washington, LLC 0000 Xxxxxxxxxx Xxxxxx and 0000 Xxxxxx Xxxxx Xxxxx XX
Xxx-Xxx Limited Liability Company, 8950
118 Natixis Memory Park I, L.P., Mariam, Inc. 00000 Xxxxxx Xxxxx Xxxxxxxx XX
Commonwealth Business Center-VOM, LLC,
121 Natixis Commonwealth Business Center-VOS, LLC 00000-00000 Xxxxxxxxx Xxxxxxx Xxxxxxxxxx XX
124 Natixis Spectrum I Xxxxxx LLC 0000 Xxxxxx Xxxx Xxxxxxxx XX
000 Xxxxxxx Xxxx - Xxxxxxxxx XXX, XXX - Xxxxxxxxx, 10317-10499 South East 82nd Avenue Milwaukie OR
LLC, ML - Southgate, LLC
127 Natixis 000 X. Xxxx Xxxx., LLC 000 Xxxxx Xxxx Xxxxxxxxx Xxxx XX
Victorville-Ogdensburg, LLC,
000 Xxxxxxx XX-Xxxxxxxxxx, XXX, Xxxxxx Xxxxxxxxxx 000-000 Xxxxxx Xxxxxx Xxxxxxxxxx XX
000 Xxxxxxx Xxxxxxxxxxx Xxxx Xxxxxxx Xxxx, LLC 000 Xxxxxxxx Xxxxx Xxxx XX
137 Natixis Sejwad-Dunger, LLC 000 Xxxxxx Xxxxxx Xxxxxxxx XX
138 Natixis 0000-0000 Xxxx Xxxxxx Properties, LLC 0000-0000 Xxxx Xxxxxx Xxxxx Xxxxxx XX
139 Natixis Centerline JA Holdings, LLC 00000 Xxx Xxxx Xxxxxx Xxxx XX
143 Natixis Village of Tampa, LLC 0000 Xxxx Xxxxxxx Xxxx Xxxxx XX
144 Natixis Sejwad II, LLC 0000 Xxx Xxxxx Xxxx Xxxxxxxx XX
151 Natixis 5900 Xxxxxxxxxxx Associates, LLC 0000 Xxxxxxxxxxx Xxxxxx Xxxxxx Xxxx XX
000 Xxxxxxx XXX - 0000 Xxxxxxxx Atrium, LP 0000 Xxxxxxxx Xxxxxx Xxxxxxx XX
157 Natixis Xxxx Xxxx Xxxxxx 000 X. Xxxxxx Xxxxxx, 000 Xxxxx Xxxxx Xxxxxx Xxxx XX
LLC, Westgate of Xxxx, X.X., JCA 800 South
State, LLC, Xxxxxxx Utah 1, LLC, Xxxxxx
Brothers Investments, LLC, ABA 800 South
State, LLC, Peachtree Platinum Realty, LLC
159 Natixis Echo Fidelco Partners, L.P. 0000 Xxxxx 00 Xxxx Xxxxxxxxxxxx XX
161 Natixis Beverly At Almont, LLC 0000 Xxxxxxx Xxxxxxxxx Xxx Xxxxxxx XX
165 Natixis 0000 Xxxxx Xxxx Xxxx. Apts., L.P. 0000 Xxxxx Xxxx Xxxxxxxxx Xxx Xxxxxxx XX
000 Xxxxxxx Xxxx Xxxx Acquisitions, LLC 0000-0000 Xxxxxxx Xxxxx Xxx Xxxxxxx XX
170 Natixis AHI-Champaign, LLC 000 Xxxx Xxxxxxxxxx Xxxxx Xxxxxxxxx XX
171 Natixis AHI-Bloomington, LLC 0000 Xxxx Xxxxxx Xxxxxx Xxxxxxxxxxx XX
173 Natixis La Cienega No. 57, LLC Various Los Angeles CA
174 Natixis Lin Evergreen Marketplace LLC 30790-30901 Stagecoach Boulevard Evergreen CO
185 Natixis Rebuild LA-Lakewood, LLC, ML-Lakewood, 650 & 000 Xxxxx Xxxxxxxxx Xxxxxxxxx Xxxxxxxx XX
LLC, Darien-Lakewood, LLC, Starlight
Properties, LLC
192 Natixis Tropical Flamingo Plaza, LLC 0000-0000 Xxxxx Xxxxxxx Xxxxx Xxx Xxxxx XX
194 Natixis WESTPAC Realty Fund XVIII, LLC 6330 & 0000 Xxxxx Xxxxx Xxxx 0 Xxxxxxx Xxxxx XX
204 Natixis Xxxxxx Xxxxx Realty Corp. 0-00 Xxxxxxx Xxxxxx Xxxxxxxxxxxx XX
000 Xxxxxxx Xxxxx Xxxxxxx LLC 000 Xxxxx'x Xxxxxxx Xxxxxxx Xxxxxxxxxxx XX
229 Natixis 000 Xxxxxxxxxxx Xxxx LLC 000 Xxxxxxxxxxx Xxxx Xxxxxx Xxxx XX
230 Natixis 0000 00xx Xxxxxx, LLC 0000 Xxxx 00xx Xxxxxx Xxxxxx XX
234 Natixis Park Xxxxxxx 7, LLC 0000 Xxxx Xxxxxxx Xxxxx Xxxx Xxxx XX
237 Natixis Six Forks LHDH, LLC 0000 Xxx Xxxxx Xxxx Xxxxxxx XX
240 Natixis Bagels, LLC 0000 Xxxx Xxxxxx Xxxxxx Xxx Xxxxx XX
241 Natixis Parthenia Twins Apts., LP 00000-00000 Xxxxxxxxx Xxxxxx Xxxxxxxxxx XX
244 Natixis 0000-0000 Xxxx Xxxxxx Properties, LLC 0000-00 Xxxx Xxxxxx Xxxxx Xxxxxx XX
246 Natixis Xxxxxxxx Ventures, LLC 000 Xxxxxxx Xxxxxx Xxxxxxxxx XX
248 Natixis XX-000 Xxxxxx Xxxxx XX, LLC 0000 Xxxxxx Xxxxx Xxxxxxxxxxx XX
000 Xxxxxxx Xxxxxxx Xxxxx LHDH, LLC 0000 Xxxxxxx Xxxxx Xxxxxxx XX
000 Xxxxxxx Xxxxx Partners, LLC 0000 Xxxxxxxxxxxx Xxx Xxxxxxx XX
251 Natixis XX-000 Xxxxxxx XX, LLC 0000 Xxxxxxxx Xxxx Xxxxxxx XX
000 Xxxxxxx XX-000 Xxxxxxxxxx XX, LLC 0000 Xxxxxxxx Xxxxx Xxxxxxxxxx XX
000 Xxxxxxx XX-000 Xxxxxxx XX, LLC 000 Xxxxxxx Xxxxxxxxx Xxxxxxx XX
254 Natixis Santa Xxxxxx at Xxxxx, LLC 0000 Xxxxx Xxxxxx Xxxxxxxxx Xxxx Xxxxxxxxx XX
000 Xxxxxxx XX-000 Xxxxxxx Xxxxx XX, LLC 0000 Xxxxxxxxxxx Xxxx Xxxxxxx Xxxxx XX
000 Xxxxxxx Xxxxxxxxxx Xxxxxxxxx, LLC 0000 Xxxxxxxx Xxx Xxxxxxx XX
000 Xxxxxxx XX-000 Xxxxxxxx XX, LLC 00000 Xxxxxxx Xxxxxx Xxxxxxxx XX
258 Natixis XX-000 Xxxxxxxxxxxx XX, LLC 000 Xxxxx Xxxx Xxxxx Xxxxxx Xxxxxxxxxxxx XX
000 Xxxxxxx XX-000 X. Xxxxxx XX, LLC 000 Xxxxxxxxxxxx Xxxxx Xxxx Xxxxxx XX
260 Natixis LG-379 Gallatin TN, LLC 0000 Xxxxxxx Xxxxx Xxxxxxxx Xxxxxxxx XX
000 Xxxxxxx XX-000 Xxxxxx XX, LLC 00000 Xxxx Xxxx Xxxxxx XX
000 Xxxxxxx XX-000 Xx. Xxxxxxxxxx XX, LLC 0000 Xxxxxxxxxxx Xxxxxxx Xxxx Xxxxxxxxxx XX
000 Xxxxxxx XX-000 Xxxxxx XX, LLC 00 Xxx Xxx Xxxxxx XX
000 Xxxxxxx XX-000 Xxxxxxxxxx XX, LLC 0000 Xxxxx Xxxxx Xxxxxxxxxx XX
000 Xxxxxxx XX-000 Xxxxxx XX, LLC 000 Xxxx Xxxxxxxx Xxxxxx XX
Net
Mortgage
Interest Interest
Loan # Zip Code County Property Name Size Measure Rate (%) Rate
------ -------- ---------------- -------------------------------------- ------- ------------ -------- ---------
9 48507 Genesee Genesee Valley Center 542588 Square Feet 5.95000 5.92966
18 02116 Suffolk 399 Boylston 228626 Square Feet 5.70500 5.69466
35 85374 Maricopa Sunflower MHP 1203 Pads 5.47500 5.45466
38 98531 Xxxxx Xxxxxxxx Industrial 717953 Square Feet 5.56300 5.54266
48 00000 Xxxxxx Xxxxxxx Xxxxxxxxx Xxxxx 000000 Square Feet 5.60000 5.57966
59 07071 Bergen Lyndhurst Shopping Center 92060 Square Feet 5.89500 5.87466
60 07866 Xxxxxx Xxxx'x Sporting Goods - Rockaway 80000 Square Feet 5.79000 5.76966
67 90404 Los Angeles Xxxxxxx Hotel 77 Rooms 5.90000 5.87966
89 90248 Los Angeles Vermont Avenue Warehouse 154370 Square Feet 5.65000 5.62966
87 90037 Los Angeles Exposition Marketplace 51520 Square Feet 5.65800 5.63766
98 95687 Xxxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx 00 Beds 6.45500 6.43466
100 21030 Baltimore Hampton Inn Xxxx Valley 125 Rooms 5.66000 5.63966
101 91744 Los Angeles Industry Hills Center 152428 Square Feet 5.72500 5.70466
103 91203 Los Angeles Xxxxxxxx Xxxxxx 00000 Square Feet 6.61300 6.59266
107 90069 Los Angeles 0000 Xxxxxxx Xxxxx 0000 Xxxxxx Feet 5.95000 5.92966
109 60646 Xxxx Whole Foods Cicero 40400 Square Feet 5.76000 5.73966
111 32960 Indian River Xxxxx Xxxxx 000000 Square Feet 5.79000 5.76966
112 91706 Los Angeles Mellon Bank Office Building 56510 Square Feet 5.93500 5.91466
113 33139 Miami-Dade 0000 Xxxxxxxxxx Xxxxxx and 0000
Xxxxxx Xxxxxx 00000 Xxxxxx Feet 6.29000 6.26966
118 91355 Los Angeles Valencia Industrial 138348 Square Feet 5.90000 5.87966
121 40299 Jefferson Commonwealth Business Center 128226 Square Feet 5.57330 5.55296
124 21075 Xxxxxx Xxxxx Industrial 120186 Square Feet 5.62000 5.59966
126 97222 Clackamas Southgate Shopping Center 50862 Square Feet 5.55600 5.53566
127 92821 Orange 000 Xxxxx Xxxx Xxxxxxxxx 00000 Xxxxxx Feet 5.51200 5.49166
132 13669 Xx. Xxxxxxxx Xxxxxx Xxxxx Xxxxxxxxxx 000000 Square Feet 6.15000 6.12966
133 89502 Washoe Century Park Apartments 160 Units 5.80600 5.78566
137 29201 Richland Comfort Suites Downtown 81 Rooms 5.78000 5.74966
138 90405 Los Angeles 0000-00 Xxxx Xxxxxx 16950 Square Feet 5.97500 5.95466
139 48015 Macomb Centerline Shopping Center 67696 Square Feet 5.74000 5.71966
143 33613 Xxxxxxxxxxxx Xxxxxxx xx Xxxxx 000 Pads 5.74500 5.72466
144 29223 Richland Xxxxxxx Inn Columbia 83 Rooms 5.77000 5.75966
151 90232 Xxx Xxxxxxx Xxxxx Xxxxxxxx Xxxxxxxxxxxx 00000 Square Feet 6.35000 6.32966
153 77057 Xxxxxx 0000 Xxxxxxxx 00000 Xxxxxx Feet 5.87000 5.84966
157 84097 Utah Orem Center 47505 Square Feet 5.93500 5.91466
159 07092 Union Loews Mountainside 48666 Square Feet 5.86000 5.83966
161 90048 Los Angeles 0000 Xxxxxxx Xxxxxxxxx 5705 Square Feet 6.36000 6.33966
165 90065 Los Angeles Eagleview Apartments 64 Units 5.72500 5.70466
166 90069 Los Angeles 0000 Xxxxxxx Xxxxx 0000 Xxxxxx Feet 5.97000 5.94966
170 00000 Xxxxxxxxx Xxxxxxx Xxx & Xxxxxx - Xxxxxxxxx, XX 84 Rooms 6.06000 5.98966
171 00000 XxXxxx Xxxxxxx Xxx & Xxxxxx - Xxxxxxxxxxx, XX 85 Rooms 6.06000 5.98966
173 Various Los Angeles 000 Xxxxx Xxxxxxxxx & 000 Xxxxx Xx 5580 Square Feet 6.29500 6.27466
Cienega Boulevard
174 80439 Jefferson Evergreen Marketplace 29753 Square Feet 5.70000 5.67966
185 80226 Jefferson Lakewood City Center 44983 Square Feet 5.70000 5.67966
192 89147 Xxxxx Tropical Xxxxxxxx Xxxxxxx 00000 Square Feet 5.60500 5.58466
194 33073 Broward Shell - Firestone 9595 Square Feet 5.67000 5.64966
204 12603 Dutchess 0-00 Xxxxxxx Xxxxxx 00000 Xxxxxx Feet 6.50000 6.47966
218 30281 Xxxxx Eagle Village 21600 Square Feet 5.69500 5.67466
229 08002 Camden 000 Xxxxxxxxxxx Xxxx 00000 Xxxxxx Feet 6.13000 6.05966
230 90067 Los Angeles 0000 Xxxx 00xx Xxxxxx 49951 Square Feet 5.81000 5.78966
234 80124 Xxxxxxx Lone Tree Town Center 14408 Square Feet 5.85100 5.83066
237 27609 Wake Xxx Xxxxx - Xxxxxxx 00000 Square Feet 5.95000 5.85966
240 89117 Xxxxx 0000 Xxxx Xxxxxx Xxxxxx 6900 Square Feet 5.56500 5.54466
241 91324 Los Angeles Xxxxxxxxx Twins Apartments 36 Units 5.75000 5.72966
244 90405 Los Angeles 0000-00 Xxxx Xxxxxx 4250 Square Feet 5.97500 5.95466
246 01746 Middlesex CVS Holliston 12400 Square Feet 5.74000 5.71966
248 45324 Xxxxxx Xxxxx Portfolio-Beavercreek, OH 7999 Square Feet 5.86500 5.84466
249 27612 Xxxx Xxxxxxx Xxxxx - Xxxxxxx 00000 Square Feet 5.95000 5.81466
250 27615 Wake Creedmoor Centre 10 9600 Square Feet 6.23500 6.21466
251 35601 Xxxxxx Xxxxx Portfolio-Decatur, AL 7947 Square Feet 5.86500 5.84466
252 35801 Madison Xxxxx Portfolio-Huntsville, AL 7839 Square Feet 5.86500 5.84466
253 00000 Xxxxxx Xxxxx Xxxxxxxxx-Xxxxxxx, XX 8060 Square Feet 5.86500 5.84466
254 90046 Los Angeles 0000 Xxxxx Xxxxxx Xxxxxxxxx 0000 Xxxxxx Feet 6.20000 6.17966
255 00000 Xxxxxx Xxxxx Xxxxxxxxx-Xxxxxxx Xxxxx, XX 8140 Square Feet 5.86500 5.84466
256 27615 Wake Creedmoor Centre 1 9600 Square Feet 6.23500 6.21466
257 00000 Xxxxxxx Xxxxx Xxxxxxxxx-Xxxxxxxx, XX 7409 Square Feet 5.86500 5.84466
258 37129 Xxxxxxxxxx Xxxxx Portfolio-Murfreesboro, TN 7839 Square Feet 5.86500 5.84466
259 71292 Ouachita Parish Xxxxx Xxxxxxxxx-Xxxx Xxxxxx, XX 0000 Square Feet 5.86500 5.84466
260 37066 Xxxxxx Xxxxx Portfolio-Gallatin, TN 7943 Square Feet 5.86500 5.84466
261 48184 Xxxxx Xxxxx Portfolio-Canton, MI 8329 Square Feet 5.86500 5.84466
262 30742 Catoosa Xxxxx Portfolio-Fort Oglethorpe, GA 8060 Square Feet 5.86500 5.84466
263 36203 Xxxxxxx Xxxxx Portfolio-Oxford, AL 7956 Square Feet 5.86500 5.84466
264 47712 Xxxxxxxxxxx Xxxxx Portfolio-Evansville, IN 7961 Square Feet 5.86500 5.84466
265 78745 Xxxxxx Xxxxx Portfolio-Austin, TX 8060 Square Feet 5.86500 5.84466
Rem. Maturity/ Amort. Rem. Monthly Debt Servicing Accrual ARD
Loan # Original Balance Cutoff Balance Term Term ARD Date Term Amort. Service Fee Rate Type (Y/N)
------ ---------------- -------------- ---- ---- --------- ------ ------ ------------ --------- ---------- -----
9 110,668,660 110,668,660 120 113 12/05/16 312 312 697,867 0.02000 Actual/360 No
18 65,300,000 65,300,000 84 80 03/05/14 0 0 314,759 0.01000 Actual/360 No
35 36,000,000 36,000,000 120 118 05/05/17 0 0 166,531 0.02000 Actual/360 No
38 35,000,000 35,000,000 120 119 06/05/17 360 360 200,112 0.02000 Actual/360 No
48 28,500,000 28,500,000 120 117 04/05/17 0 0 134,847 0.02000 Actual/360 No
59 21,000,000 21,000,000 120 113 12/05/16 360 360 124,491 0.02000 Actual/360 No
60 20,800,000 20,800,000 120 119 06/05/17 360 360 121,912 0.02000 Actual/360 No
67 19,500,000 19,383,008 120 114 01/05/17 360 354 115,662 0.02000 Actual/360 No
89 13,000,000 13,000,000 120 119 06/05/17 360 360 75,041 0.02000 Actual/360 No
87 13,000,000 13,000,000 120 116 03/07/17 360 360 75,106 0.02000 Actual/360 No
98 11,300,000 11,300,000 120 117 04/05/17 360 360 71,090 0.02000 Actual/360 No
100 11,250,000 11,200,228 120 117 04/05/17 300 297 70,164 0.02000 Actual/360 No
101 10,800,000 10,800,000 120 120 07/05/17 360 360 62,854 0.02000 Actual/360 No
103 10,350,000 10,350,000 60 59 06/05/12 0 0 57,829 0.02000 Actual/360 No
107 9,860,000 9,809,916 120 115 02/07/17 360 355 58,799 0.02000 Actual/360 No
109 9,446,000 9,446,000 120 119 06/07/17 0 0 45,971 0.02000 Actual/360 No
111 9,270,000 9,270,000 120 118 05/05/17 360 360 54,333 0.02000 Actual/360 No
112 9,250,000 9,250,000 60 58 05/05/12 0 0 46,384 0.02000 Actual/360 No
113 9,200,000 9,200,000 120 118 05/01/17 360 360 56,886 0.02000 Actual/360 No
118 8,970,000 8,944,036 120 117 04/07/17 360 357 53,204 0.02000 Actual/360 No
121 8,770,000 8,770,000 120 119 06/05/17 360 360 50,199 0.02000 Actual/360 No
124 8,200,000 8,200,000 120 119 06/05/17 0 0 38,937 0.02000 Actual/360 No
126 8,150,000 8,150,000 120 118 05/05/17 360 360 46,562 0.02000 Actual/360 No
127 8,100,000 8,100,000 120 119 06/05/17 360 360 46,052 0.02000 Actual/360 No
132 7,900,000 7,857,823 120 116 03/05/17 300 296 51,627 0.02000 Actual/360 No
133 7,800,000 7,800,000 120 119 06/05/17 360 360 45,797 0.02000 Actual/360 No
137 7,600,000 7,588,657 120 119 06/03/17 300 299 47,950 0.03000 Actual/360 No
138 7,500,000 7,500,000 120 119 06/05/17 0 0 37,862 0.02000 Actual/360 No
139 7,200,000 7,200,000 120 119 06/05/17 360 360 41,972 0.02000 Actual/360 No
143 7,000,000 7,000,000 120 116 03/05/17 360 360 40,828 0.02000 Actual/360 No
144 7,000,000 6,984,433 120 119 06/03/17 240 239 49,226 0.01000 Actual/360 No
151 6,500,000 6,500,000 120 113 12/05/16 360 360 40,445 0.02000 Actual/360 No
153 6,400,000 6,400,000 120 119 06/05/17 360 360 37,838 0.02000 Actual/360 No
157 6,340,000 6,321,783 120 117 04/05/17 360 357 37,747 0.02000 Actual/360 No
159 6,200,000 6,188,305 120 118 05/05/17 360 358 36,616 0.02000 Actual/360 No
161 6,200,000 6,134,511 120 108 07/07/16 360 348 38,619 0.02000 Actual/360 No
165 6,000,000 5,993,706 120 119 06/05/17 360 359 34,919 0.02000 Actual/360 No
166 6,000,000 5,964,500 120 114 01/07/17 360 354 35,857 0.02000 Actual/360 No
170 5,875,000 5,869,218 60 59 06/05/12 360 359 35,451 0.07000 Actual/360 No
171 5,875,000 5,866,600 60 59 06/05/12 300 299 38,068 0.07000 Actual/360 No
173 5,800,000 5,752,971 120 111 10/07/16 360 351 35,882 0.02000 Actual/360 No
174 5,750,000 5,750,000 120 118 05/05/17 360 360 33,373 0.02000 Actual/360 No
185 5,150,000 5,150,000 120 118 05/05/17 360 360 29,891 0.02000 Actual/360 No
192 5,000,000 5,000,000 120 119 06/05/17 360 360 28,720 0.02000 Actual/360 No
194 5,000,000 4,981,041 120 117 04/05/17 324 321 30,177 0.02000 Actual/360 No
204 4,500,000 4,500,000 120 117 04/05/17 360 360 28,443 0.02000 Actual/360 No
218 3,750,000 3,750,000 120 118 05/05/17 360 360 21,753 0.02000 Actual/360 No
229 3,050,000 3,047,038 120 119 06/05/17 360 359 18,542 0.07000 Actual/360 No
230 3,000,000 2,994,278 120 118 05/05/17 360 358 17,622 0.02000 Actual/360 No
234 2,720,000 2,720,000 84 83 06/07/14 360 360 16,048 0.02000 Actual/360 No
237 2,650,000 2,650,000 120 117 04/05/17 360 360 15,803 0.09000 Actual/360 No
240 2,600,000 2,600,000 120 118 05/05/17 360 360 14,869 0.02000 Actual/360 No
241 2,600,000 2,597,285 120 119 06/05/17 360 359 15,173 0.02000 Actual/360 No
244 2,060,000 2,060,000 120 119 06/05/17 0 0 10,400 0.02000 Actual/360 No
246 2,000,000 1,991,372 120 118 05/05/17 240 238 14,030 0.02000 Actual/360 No
248 1,915,000 1,915,000 120 118 05/07/17 360 360 11,316 0.02000 Actual/360 No
249 1,900,000 1,900,000 120 117 04/05/17 360 360 11,330 0.13500 Actual/360 No
250 1,900,000 1,898,192 120 119 06/05/17 360 359 11,680 0.02000 Actual/360 No
251 1,755,000 1,755,000 120 118 05/07/17 360 360 10,370 0.02000 Actual/360 No
252 1,750,000 1,750,000 120 118 05/07/17 360 360 10,341 0.02000 Actual/360 No
253 1,655,000 1,655,000 120 118 05/07/17 360 360 9,779 0.02000 Actual/360 No
254 1,650,000 1,631,770 120 112 11/07/16 300 292 10,834 0.02000 Actual/360 No
255 1,630,000 1,630,000 120 118 05/07/17 360 360 9,632 0.02000 Actual/360 No
256 1,600,000 1,598,477 120 119 06/05/17 360 359 9,836 0.02000 Actual/360 No
257 1,555,000 1,555,000 120 118 05/07/17 360 360 9,188 0.02000 Actual/360 No
258 1,545,000 1,545,000 120 118 05/07/17 360 360 9,129 0.02000 Actual/360 No
259 1,540,000 1,540,000 120 118 05/07/17 360 360 9,100 0.02000 Actual/360 No
260 1,475,000 1,475,000 120 118 05/07/17 360 360 8,716 0.02000 Actual/360 No
261 1,365,000 1,365,000 120 118 05/07/17 360 360 8,066 0.02000 Actual/360 No
262 1,305,000 1,305,000 120 118 05/07/17 360 360 7,711 0.02000 Actual/360 No
263 1,280,000 1,280,000 120 118 05/07/17 360 360 7,564 0.02000 Actual/360 No
264 1,245,000 1,245,000 120 118 05/07/17 360 360 7,357 0.02000 Actual/360 No
265 1,165,000 1,165,000 120 118 05/07/17 360 360 6,884 0.02000 Actual/360 No
Crossed Originator/ Letter of
Loan # ARD Step Up (%) Title Type Loan Loan Seller Guarantor Credit
------ --------------- --------------- ------- ----------- -------------------------------------------------- ----------
9 Fee Natixis Xxxx Xxxxxxxxxx & Associates, Ltd. No
18 Fee Natixis Shorenstein Realty Investors Eight, LP No
35 Fee Natixis Norton X. Xxxxx No
38 Fee Natixis Evergreen Capital Trust No
48 Fee Natixis Xxxx Xxxxxxxxx Xx
00 Xxx Xxxxxxx Xxxx Xxxxxx Yes
60 Fee Natixis Xxxxxxx Xxxxxxxxx Xx
00 Xxx Xxxxxxx Xxxx Xxxxxxx No
89 Fee Natixis Xxxx Xxxxx No
87 Fee Natixis Xxxxxxxx X. Xxxxxx and Xxxxx Xxxxxxxxx No
Xxxx X. XxXxxxxx, Xxxxxx Family Trust dated
3/11/91, Xxxxxxx Associates LLC, The Xxxxx X.
Xxxxxxx & Xxxxxxxxxx X. Xxxxxxx 2000 Revocable
Trust dated 3/13/00, The Van Sloten Living Trust
dated August 7, 2000, Xxxxxxx X.X. Xxxx & Xxxxx
X.X. Xxxx Revocable Trust dated 6/22/00,
Luelling Properties LLC, Gita Dev and Xxxxxxx X.
Xxxxxx, The Xxxx X. Xxxxxxx Revocable Trust
dated 1/24/2000, Xxxxxxxxx Trust dated 8/6/88,
The Schraga Revocable Trust dated 12/3/94, The
Sunrise Investment Trust dated March 25, 1996,
Louis Xxxxx Xxxxxxx, 000 Xxxxx Xxxxxx LLC,
Xxxxxxxxx X. Gamer, Xxxxxxx X. Gamer, Xxxxx
Xxxxx 1994 Revocable Trust, Los Alamos, LLC and
98 Fee Natixis The Warner Family Trust dated 9/20/93 No
100 Fee Natixis Xxxxxxxx Xxxxx, Xxxxxx Xxxxx No
101 Fee Natixis Xxx X. Xxxxxxxxxxxx No
103 Fee Natixis Xxxxxxxx X. Xxxxxxxxxx and Xxxxx X. Xxxxxxxxxx No
107 Fee Natixis Xxxxxx Xxxxxxxx Akhtarzad No
109 Fee Natixis Xxxxxx X. Xxxxxx, H. Xxxxx XxXxxxxx No
111 Fee/Leasehold Natixis Xxxxxxx X. Xxxxxxx and Xxxxx X. Xxxxxx No
112 Fee Natixis Xxxxxx X. Xxxxxx No
113 Fee Natixis Xxxxxxx Xxxxxxx No
Xxxx X. Xxxx, Xxxxx Xxxx, Xxxxxx Xxxxxxxxxx, and
118 Fee Natixis Xxxxxx Xxxxxxxxxx No
121 Fee Natixis Xxxxx X. Xxxx, Xxxxxx X. Xxxxxx No
124 Fee Natixis Xxxx X. Xxxxxxx, Xxxxx X. Xxxx No
126 Fee Natixis Xxxxxx Xxxxxxx and W. Xxxx Xxxx No
Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxxxx & Jo Xxx
127 Fee Natixis Fanticola Family Limited Partnership No
132 Fee Natixis Xxxxxxx X. Xxxxxxx and XxXxxxx X. Xxxxxx No
133 Fee Natixis Bentley Xxxxxxxx, Xxxxxxx Xxxxxxxx No
137 Fee Natixis Xxxxxx Xxxxx and T.N. Xxxxx No
138 Fee Natixis Philippe Chicha, Xxxx X. Xxxxxx and Xxxxxx Xxxxxx No
139 Fee Natixis Xxxxxxxxx X. Xxxxx No
143 Fee Natixis Norton X. Xxxxx No
144 Fee Natixis T.N. Xxxxx No
151 Fee Natixis Xxxxxxx X. Xxxxxx No
153 Fee Natixis American Spectrum Realty, Inc. No
157 Fee Natixis Xxxxx X. Xxxxxxx No
159 Fee Natixis Xxxx Xxxxxx No
161 Fee Natixis Xxxxxx Xxxxxxxx Akhtarzad No
165 Fee Natixis Xxx X. Xxxxxxxxxxxx No
166 Fee Natixis Xxxxxx Xxxxxxxx Akhtarzad No
170 Fee Natixis Xxxxxxx Xxxxx No
171 Fee Natixis Xxxxxxx Xxxxx No
173 Fee Natixis Xxxxxx Xxxxxxxx Akhtarzad No
174 Fee Natixis Xxxxx Xxx No
Xxxxxx Xxxxxxx, Xxxxxxxx Xxxxxxxxx, and Xxxxx
185 Fee Natixis Darien No
Xxxxxxx Xxxxxxxx, Xxxxx Xxxxxxxx, Xxxxxxxx
192 Fee Natixis Family Trust Xx
000 Xxx Xxxxxxx X & X Xxxx Xxxxxx Investment Trust No
204 Fee Natixis Xxxxxx X. Xxxxx No
218 Fee Natixis Xxxx Xxxxxxxx Yes
229 Fee Natixis Xxxxxx Xxxxxx and Xxxxx X. Xxxxxxxx No
230 Fee Natixis Xxxxxx Xxxxxx No
234 Fee Natixis XxXxxxx Family Trust and Xxxxx Xxxxx No
237 Fee C Natixis Xxxxxxx Christians No
Xxxxx Xxxxxxx, Xxxxx Xxxxxxx, and the Xxxxx
240 Fee Natixis Emanuel Trust No
241 Fee Natixis Xxxxxxxx Xxxxx No
244 Fee Natixis Philippe Chicha, Xxxxxx Xxxxxx, Xxxxxx Xxxxxx No
246 Fee Natixis Xxxx Xxxxxxxx No
Xxxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, UBSREI,
248 Fee B Natixis DRCM, Triple Net No
249 Fee C Natixis Xxxxxxx Christians No
K. Xxxx Xxxxxx, Xxxxxx X. Xxxxxx III, Xxxxxxx X.
250 Fee Natixis Xxxxxxxxxx and Xxxxx XxxXxxx No
Xxxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, UBSREI,
251 Fee B Natixis DRCM, Triple Net No
Xxxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, UBSREI,
252 Fee B Natixis DRCM, Triple Net No
Xxxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, UBSREI,
253 Fee B Natixis DRCM, Triple Net No
254 Fee Natixis Xxxxxx Xxxxxxxx Akhtarzad No
Xxxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, UBSREI,
255 Fee B Natixis DRCM, Triple Net No
K. Xxxx Xxxxxx, Xxxxxxx Xxx, Xxxxx Xxxxxxx,
256 Fee Natixis Xxxxx XxxXxxx No
Xxxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, UBSREI,
257 Fee B Natixis DRCM, Triple Net No
Xxxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, UBSREI,
258 Fee B Natixis DRCM, Triple Net No
Xxxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, UBSREI,
259 Fee B Natixis DRCM, Triple Net No
Xxxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, UBSREI,
260 Fee B Natixis DRCM, Triple Net No
Xxxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, UBSREI,
261 Fee B Natixis DRCM, Triple Net No
Xxxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, UBSREI,
262 Fee B Natixis DRCM, Triple Net No
Xxxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, UBSREI,
263 Fee B Natixis DRCM, Triple Net No
Xxxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, UBSREI,
264 Fee B Natixis DRCM, Triple Net No
Xxxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, UBSREI,
265 Fee B Natixis DRCM, Triple Net No
UPFRONT ESCROW
-------------------------------------------------------------------------------------------------------------
Upfront CapEx Upfront Upfront Envir. Upfront TI/LC Upfront RE Tax Upfront Ins. Upfront Other
Loan # Reserve Eng. Reserve Reserve Reserve Reserve Reserve Reserve
------ ------------- ------------ -------------- ------------- -------------- ------------ -------------
9 951,000.00 27,750.00 21,250.00 51,597.00 1,232,954.00 69,992.00 10,028,635.54
18 0.00 0.00 0.00 4,683,369.94 106,882.57 115,972.00 0.00
35 0.00 0.00 0.00 0.00 24,775.00 22,547.00 0.00
38 0.00 0.00 0.00 0.00 126,032.86 35,498.95 0.00
48 1,771,855.00 228,145.00 0.00 200,000.00 203,308.83 9,666.08 114,700.00
59 0.00 0.00 50,000.00 0.00 37,510.06 4,185.00 1,059,487.50
60 0.00 0.00 0.00 0.00 0.00 0.00 0.00
67 0.00 0.00 0.00 0.00 0.00 37,142.67 0.00
89 0.00 0.00 1,250.00 0.00 10,742.29 5,120.00 0.00
87 0.00 6,875.00 3,125.00 0.00 61,500.00 5,347.00 118,909.00
98 0.00 0.00 0.00 0.00 48,483.67 34,875.18 0.00
100 0.00 41,875.00 3,125.00 0.00 58,533.00 9,324.00 0.00
101 0.00 0.00 625.00 0.00 73,778.00 3,380.00 0.00
103 0.00 0.00 0.00 0.00 15,502.00 1,194.00 0.00
107 0.00 0.00 0.00 0.00 0.00 1,018.00 287,000.00
109 0.00 0.00 61,250.00 0.00 91,770.00 2,644.00 0.00
111 0.00 0.00 0.00 150,000.00 88,651.00 19,444.29 2,354.00
112 0.00 0.00 0.00 471,000.00 71,917.00 2,434.00 0.00
113 0.00 0.00 0.00 300,000.00 99,911.00 5,685.00 1,840,000.00
118 0.00 0.00 0.00 200,000.00 42,160.00 4,652.00 0.00
121 300,000.00 7,125.00 0.00 300,000.00 40,249.00 3,092.00 0.00
124 0.00 0.00 1,875.00 0.00 0.00 0.00 0.00
126 150,000.00 0.00 250,625.00 35,000.00 28,264.00 964.00 250,000.00
127 0.00 0.00 0.00 50,000.00 26,682.00 800.00 35,000.00
132 0.00 8,750.00 0.00 100,000.00 56,408.93 8,565.23 52,237.50
133 0.00 3,125.00 625.00 0.00 11,916.00 2,800.00 0.00
137 0.00 0.00 0.00 0.00 42,887.00 781.00 0.00
138 0.00 0.00 0.00 60,000.00 6,633.87 2,165.50 0.00
139 0.00 8,750.00 625.00 75,000.00 46,723.00 0.00 0.00
143 0.00 0.00 1,250.00 0.00 36,200.00 4,164.00 0.00
144 0.00 0.00 0.00 0.00 43,462.00 747.00 0.00
151 0.00 0.00 0.00 0.00 21,266.00 10,978.00 0.00
153 0.00 0.00 0.00 75,000.00 20,431.68 2,386.73 0.00
157 0.00 0.00 0.00 90,000.00 18,404.81 3,252.24 100,000.00
159 0.00 0.00 0.00 0.00 0.00 0.00 0.00
161 0.00 0.00 625.00 0.00 31,275.00 1,689.00 0.00
165 0.00 0.00 0.00 0.00 5,900.00 4,376.00 0.00
166 0.00 0.00 625.00 0.00 0.00 772.00 101,668.00
170 0.00 0.00 0.00 0.00 26,891.00 3,372.00 0.00
171 0.00 0.00 0.00 0.00 23,810.00 3,652.00 0.00
173 0.00 0.00 1,250.00 0.00 39,003.00 3,180.00 124,000.00
174 0.00 2,812.50 0.00 150,000.00 41,272.00 6,699.00 0.00
185 55,000.00 0.00 0.00 100,000.00 35,877.00 6,996.00 0.00
192 0.00 0.00 2,500.00 85,000.00 8,128.00 14,753.00 0.00
194 0.00 0.00 0.00 0.00 0.00 0.00 0.00
204 0.00 0.00 0.00 600,000.00 25,758.44 3,228.19 0.00
218 0.00 0.00 0.00 0.00 26,888.00 1,934.00 0.00
229 0.00 0.00 0.00 0.00 14,335.73 3,012.28 0.00
230 0.00 0.00 0.00 80,000.00 12,530.00 1,367.00 0.00
234 0.00 2,500.00 0.00 0.00 0.00 1,100.00 0.00
237 0.00 0.00 0.00 25,000.00 14,770.00 458.00 0.00
240 0.00 0.00 0.00 0.00 8,363.00 285.00 0.00
241 0.00 0.00 625.00 0.00 8,337.00 1,095.00 0.00
244 0.00 0.00 0.00 25,000.00 2,820.00 705.25 0.00
246 80,000.00 0.00 0.00 0.00 0.00 87.50 0.00
248 0.00 0.00 0.00 0.00 0.00 0.00 0.00
249 0.00 0.00 0.00 25,000.00 13,967.00 589.00 0.00
250 0.00 0.00 0.00 80,000.00 6,993.00 0.00 6,000.00
251 0.00 0.00 0.00 0.00 0.00 0.00 0.00
252 0.00 0.00 0.00 0.00 0.00 0.00 0.00
253 0.00 0.00 0.00 0.00 0.00 0.00 0.00
254 0.00 0.00 0.00 0.00 2,482.00 2,235.00 72,708.00
255 0.00 0.00 0.00 0.00 0.00 0.00 0.00
256 0.00 0.00 0.00 0.00 9,211.00 0.00 6,000.00
257 0.00 0.00 0.00 0.00 0.00 0.00 0.00
258 0.00 0.00 0.00 0.00 0.00 0.00 0.00
259 0.00 0.00 0.00 0.00 0.00 0.00 0.00
260 0.00 0.00 0.00 0.00 0.00 0.00 0.00
261 0.00 0.00 0.00 0.00 0.00 0.00 0.00
262 0.00 0.00 0.00 0.00 0.00 0.00 0.00
263 0.00 0.00 0.00 0.00 0.00 0.00 0.00
264 0.00 0.00 0.00 0.00 0.00 0.00 0.00
265 0.00 0.00 0.00 0.00 0.00 0.00 0.00
MONTHLY ESCROW
-----------------------------------------------------------------------------------------------------------------------
Monthly Capex Monthly Envir. Monthly TI/LC Monthly RE Tax Monthly Ins.
Loan # Reserve Reserve Reserve Reserve Reserve Monthly Other Reserve
-------- ------------- ------------- -------------- -------------- ------------- ------------------------------------
9 0.00 0.00 38000.00 245000.00 23000.00 0.00
18 0.00 0.00 0.00 213765.12 13042.00 0.00
35 2037.08 0.00 0.00 8300.00 2978.42 On each payment date in October,
November, December and January,
borrower will fund $205,312.50
into the seasonality reserve. On
each payment date in April, May,
June, July and August, $164,250
will be disbursed from the
seasonality reserve.
38 5982.94 0.00 0.00 21005.48 5916.00 0.00
48 0.00 0.00 3333.33 33884.83 3222.08 0.00
59 1115.08 0.00 5750.38 18755.03 4650.67 0.00
60 0.00 0.00 0.00 0.00 0.00 0.00
67 14901.17 0.00 0.00 18382.95 9285.67 0.00
89 1830.19 0.00 2500.00 5371.14 1023.92 0.00
87 1250.00 0.00 5650.00 11661.78 3100.00 0.00
98 2700.00 0.00 0.00 15391.67 4982.18 0.00
100 13386.55 0.00 0.00 7316.54 2330.87 0.00
101 1900.00 0.00 7500.00 18500.00 2100.00 0.00
103 756.45 0.00 6000.00 7750.83 532.33 0.00
107 79.35 0.00 258.75 7900.00 203.53 0.00
109 336.37 0.00 0.00 22942.50 660.92 0.00
111 2113.00 0.00 7500.00 14775.17 19444.29 2354.00
112 941.83 0.00 8188.04 18200.00 1217.17 8042.00
113 688.00 0.00 5000.00 16651.75 8797.00 0.00
118 1000.00 0.00 4300.00 10530.00 2350.00 0.00
121 10000.00 0.00 5833.00 5749.92 1545.67 0.00
124 0.00 0.00 0.00 0.00 0.00 0.00
126 1992.10 0.00 2500.00 4100.00 964.17 2900.00
127 802.92 0.00 1666.67 8900.00 399.92 0.00
132 1715.00 0.00 2000.00 16223.12 2855.23 0.00
133 3333.00 0.00 0.00 4000.00 2800.00 0.00
137 6394.92 0.00 0.00 7147.83 781.00 0.00
138 0.00 0.00 1412.50 0.00 0.00 0.00
139 850.00 0.00 2500.00 9400.00 800.00 0.00
143 1929.17 0.00 0.00 18100.00 2081.89 0.00
144 6800.00 0.00 0.00 6208.84 747.35 0.00
151 348.00 0.00 2538.33 6636.92 2893.73 0.00
153 840.00 0.00 5000.00 6810.68 795.73 0.00
157 594.00 0.00 3000.00 3680.96 650.45 0.00
159 0.00 0.00 0.00 0.00 0.00 0.00
161 118.83 0.00 475.00 6271.55 208.28 0.00
165 1333.00 0.00 0.00 5900.00 2400.00 0.00
166 56.18 0.00 183.19 4881.99 68.83 0.00
170 6878.78 0.00 0.00 6722.92 1686.17 0.00
171 6977.33 0.00 0.00 5952.50 1826.33 0.00
173 139.20 0.00 348.75 4469.85 303.76 0.00
174 669.44 0.00 1860.00 14100.00 957.00 0.00
185 600.00 0.00 1874.00 12200.00 583.00 0.00
192 307.70 0.00 1538.50 2300.00 1134.83 0.00
194 0.00 0.00 0.00 0.00 0.00 0.00
204 668.75 0.00 0.00 14682.44 1076.19 0.00
218 270.00 0.00 0.00 4000.00 967.42 0.00
229 95.00 0.00 1033.33 4778.73 430.28 0.00
230 624.39 0.00 833.33 4300.00 0.00 0.00
234 200.00 0.00 900.00 7100.00 555.00 0.00
237 522.75 0.00 2604.75 2461.65 458.33 0.00
240 105.00 0.00 833.33 1800.00 350.00 0.00
241 750.00 0.00 0.00 3000.00 700.00 0.00
244 0.00 0.00 354.17 0.00 0.00 0.00
246 105.00 0.00 750.00 0.00 0.00 0.00
248 0.00 0.00 0.00 0.00 0.00 0.00
249 441.75 0.00 1986.00 1995.29 589.17 0.00
250 120.00 0.00 800.00 777.03 0.00 1000.00
251 0.00 0.00 0.00 0.00 0.00 0.00
252 0.00 0.00 0.00 0.00 0.00 0.00
253 0.00 0.00 0.00 0.00 0.00 0.00
254 59.38 0.00 296.88 1833.93 2170.56 0.00
255 0.00 0.00 0.00 0.00 0.00 0.00
256 120.00 0.00 1000.00 1023.47 0.00 1000.00
257 0.00 0.00 0.00 0.00 0.00 0.00
258 0.00 0.00 0.00 0.00 0.00 0.00
259 0.00 0.00 0.00 0.00 0.00 0.00
260 0.00 0.00 0.00 0.00 0.00 0.00
261 0.00 0.00 0.00 0.00 0.00 0.00
262 0.00 0.00 0.00 0.00 0.00 0.00
263 0.00 0.00 0.00 0.00 0.00 0.00
264 0.00 0.00 0.00 0.00 0.00 0.00
265 0.00 0.00 0.00 0.00 0.00 0.00
Remaining
Interest Final Amortization
Grace Lockbox Defeasance Accrual Loan Maturity Term for
Loan # Period In-place Property Type Permitted Period Group Date Balloon Loans
------ ------ -------- ----------------------- ---------- ------------ ----- -------- -------------
9 0 Yes Retail Yes Actual/360 1 312
18 5 Yes Office Yes Actual/360 1
35 0 No Manufactured Housing Yes Actual/360 2
38 0 Yes Industrial Yes Actual/360 1 360
48 0 Yes Retail Yes Actual/360 1
59 0 No Retail Yes Actual/360 1 360
60 0 Yes Retail Yes Actual/360 1 360
67 0 No Hotel Yes Actual/360 1 360
89 0 No Industrial Yes Actual/360 1 360
87 0 No Retail Yes Actual/360 1 360
98 0 Yes Senior Housing Yes Actual/360 1 360
100 0 Yes Hotel Yes Actual/360 1 300
101 0 No Industrial No Actual/360 1 360
103 0 No Office No Actual/360 1
107 0 No Retail No Actual/360 1 360
109 5 Yes Retail Yes Actual/360 1
111 0 No Retail Yes Actual/360 1 360
112 0 Yes Office Yes Actual/360 1
113 5 No Mixed Use Yes Actual/360 1 360
118 0 Yes Industrial Yes Actual/360 1 360
121 0 No Office No Actual/360 1 360
124 0 Yes Industrial Yes Actual/360 1
126 0 No Retail Yes Actual/360 1 360
127 0 No Mixed Use Yes Actual/360 1 360
132 0 No Retail Yes Actual/360 1 300
133 0 No Multifamily Yes Actual/360 2 360
137 0 No Hotel No Actual/360 1 300
138 0 No Retail Yes Actual/360 1
139 0 No Retail Yes Actual/360 1 360
143 0 No Manufactured Housing Yes Actual/360 2 360
144 2 No Hotel No Actual/360 1 240
151 0 Yes Office Yes Actual/360 1 360
153 0 No Office Yes Actual/360 1 360
157 0 No Retail Yes Actual/360 1 360
159 0 No Retail Yes Actual/360 1 360
161 0 No Retail Yes Actual/360 1 360
165 0 No Multifamily No Actual/360 2 360
166 0 No Retail No Actual/360 1 360
170 0 Yes Hotel No Actual/360 1 360
171 0 Yes Hotel No Actual/360 1 300
173 0 No Retail No Actual/360 1 360
174 0 No Retail Yes Actual/360 1 360
185 0 No Retail Yes Actual/360 1 360
192 0 No Retail Yes Actual/360 1 360
194 0 No Retail Yes Actual/360 1 324
204 0 No Office Yes Actual/360 1 360
218 0 No Retail Yes Actual/360 1 360
229 0 No Retail Yes Actual/360 1 360
230 0 Yes Industrial No Actual/360 1 360
234 0 No Retail No Actual/360 1 360
237 15 No Office Yes Actual/360 1 360
240 0 No Retail Yes Actual/360 1 360
241 0 No Multifamily No Actual/360 2 360
244 0 No Retail Yes Actual/360 1
246 0 No Retail Yes Actual/360 1 240
248 0 Yes Retail Yes Actual/360 1 360
249 15 No Office Yes Actual/360 1 360
250 0 No Office Yes Actual/360 1 360
251 0 Yes Retail Yes Actual/360 1 360
252 0 Yes Retail Yes Actual/360 1 360
253 0 Yes Retail Yes Actual/360 1 360
254 0 No Retail Yes Actual/360 1 300
255 0 Yes Retail Yes Actual/360 1 360
256 0 No Office Yes Actual/360 1 360
257 0 Yes Retail Yes Actual/360 1 360
258 0 Yes Retail Yes Actual/360 1 360
259 0 Yes Retail Yes Actual/360 1 360
260 0 Yes Retail Yes Actual/360 1 360
261 0 Yes Retail Yes Actual/360 1 360
262 0 Yes Retail Yes Actual/360 1 360
263 0 Yes Retail Yes Actual/360 1 360
264 0 Yes Retail Yes Actual/360 1 360
265 0 Yes Retail Yes Actual/360 1 360
EXHIBIT A-2
NATIXIS CMF MORTGAGE LOAN SCHEDULE
EXHIBIT B
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
EXHIBIT C
EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
(NATIXIS LOANS)
-----------------------------------------------------------------------------------------------------------
ALL NATIXIS LOANS Exception
-----------------------------------------------------------------------------------------------------------
Exception to Representation 22 -
Insurance Insurance policies are required to be issued by insurers
with rating of A:VII from A.M. Best Company or BBB (or the
equivalent) or better from Standard & Poor's Rating Services,
a division of The XxXxxx-Xxxx Companies, Inc., Fitch, Inc. or
Xxxxx'x Investor Services, Inc.
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Loan Number and Name: Michael's Exception
Industrial [$35,000,000]
-----------------------------------------------------------------------------------------------------------
Exception to Representation 12 -
Releases The related loan documents permit the borrower to obtain the
release of portion of the mortgaged property, i.e. the
condominium Units 2 and 3 of the Centralia North I
Commercial-Industrial Condominium (the "Condo"), which are
not owned by the borrower, from the lien of the mortgage upon
the satisfaction of certain conditions specified in the loan
documents, including without limitation receipt of the
satisfactory amendment to the existing lease of the mortgaged
property, encompassing Units 1, 2 and 3 of the Condo.
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Loan Number and Name: Exception
Smoketown Plaza [$28,500,000]
-----------------------------------------------------------------------------------------------------------
Exception to Representation 32 - Due The sponsor of the related borrower has an outstanding
on Sale or Encumbrance revolving credit facility with U.S. Bank, N.A., as
lender, secured by, among other things, 60.2% of the
indirect equity interest in the borrower owned by equity
owner.
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Loan Name: Vermont Avenue Warehouse Exception
Loan [$13,000,000]
-----------------------------------------------------------------------------------------------------------
Exception to Representation 30 - Mortgagor is an individual, not a Single Purpose Entity
Single Purpose Entity
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Loan Name: Paramount Parks - Vacaville Exception
[$11,300,000]
-----------------------------------------------------------------------------------------------------------
Exception to Representation 10 - The liability of each of the Tenants-in-Common Mortgagors
Recourse is limited to that Mortgagor's interests/acts.
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Loan Name: Whole Foods Cicero Exception
Loan [$9,445,000]
-----------------------------------------------------------------------------------------------------------
Exception to Representation 21(iii) - Hazardous substances have been disclosed in the
Environmental Conditions Environmental Report. The adjacent property owner is
contractually obligated (to the Mortgagor) to obtain a No
Further Action Letter from the State of Illinois, and
such obligation inures to the benefit of the lender.
Mortgagor has escrowed 125% of the estimated remediation
costs with lender. However, lender will release the
environmental remediation escrow upon such time as the
adjacent property owner, to the satisfaction of lender,
places in escrow an equal or greater amount with such
owner's (unrelated) construction lender for remediation
of the same substances.
-----------------------------------------------------------------------------------------------------------
Exception to Representation 22 - 1) Application of casualty insurance proceeds is subject
Insurance to the terms of the Declaration of Covenants, Conditions,
Restrictions, and Easements
2) Property is part of a mixed-use building, of which
Mortgagor owns a portion. Mortgagor is only required to
place in escrow with lender the portion of insurance
premiums allocable to its portion of the property. If
adjacent property owners fail to pay premiums, Mortgagor
must pay the premiums of such owners prior to the
expiration of the related policies.
-----------------------------------------------------------------------------------------------------------
Exception to Representation 17 - Taxes Property is not a separate and complete tax parcel and
shares tax ID numbers with property owned by other
owners. Mortgagor will only escrow for tax liability that
is allocable to its portion of the shared tax parcels.
Mortgagor and Guarantor have agreed to a non-recourse
carve-out for damages incurred by lender arising from
failure of other property owners to pay taxes, and
Guarantor will maintain liquid assets of at least
$500,000 until such time as the property is assigned a
unique tax ID number.
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Loan Name: Luria Plaza Exception
Loan [$9,270,000]
-----------------------------------------------------------------------------------------------------------
Exception to Representation 12 - Releases The related loan documents permit the borrower to obtain
the release of portion of the Mortgaged Property from the
lien of the mortgage upon the satisfaction of certain
conditions specified in the loan documents, including
without limitation (i) the transfer of the release parcel
to a bona-fide unaffiliated third party; (ii) no event of
default has occurred and is continuing under the terms of
the related mortgage loan documents; (iii) the debt
service coverage ratio for the loan after giving effect
to such release is not less than 1.20x; (iv) the
loan-to-value ratio is not greater than 80% and (v)
borrower defeases the loan in an amount equal to
$300,000.
Exception to Representation 20 (iii) - The Ground Lease does not contain assignment provisions.
Ground Leases
Exception to Representation 20 (iv) The Ground Lease does not contain amendment restrictions.
- Ground Leases
Exception to Representation 20 (v) Ground Lessor has only agreed to give notice of default
- Ground Leases if it is notified of Mortgagee's status.
Exception to Representation 20 (vi) If Ground Lessor is aware of Mortgagee's status it will
- Ground Leases allow Mortgagee to cure.
The Ground Lease does not contain provision allowing
mortgagee to enter into a new ground lease following the
termination or rejection of the existing Ground Lease.
Exception to Representation 20 (vii) The Ground Lease expires 20 years from 9/2/1987 and has
- Ground Leases four (4) five (5) year option terms
Exception to Representation 20 (viii) The Ground Lease does not contain insurance provisions
- Ground Leases
Exception to Representation 20 (ix) The Ground Lease does not contain provisions relating to
- Ground Leases subletting.
-----------------------------------------------------------------------------------------------------------
Loan Name: 0000 Xxxxxxxxxx Xxxxxx and 1345 Exception
Drexel Avenue
Loan [$9,200,000]
-----------------------------------------------------------------------------------------------------------
Exception to Representation 22 - Mortgagor has posted reserves to account for shortages in
Insurance windstorm and business interruption insurance.
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Loan Number and Name: Valencia Exception
Industrial Loan [$8,970,000]
-----------------------------------------------------------------------------------------------------------
Exception to Representation 30 - Only 8950 Memory Park I, L.P., one of the three
Single Purpose Entity Mortgagors, is an SPE. Xxxxxx, Inc. and Xxx-Xxx Limited
Liability Company are not SPEs.
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Loan Name: Southgate Shopping Center Loan Exception
[$8,150,000]
-----------------------------------------------------------------------------------------------------------
Exception to Representation 21 - There is an Environmental Remedial Reserve Subaccount to
Environmental reserve for the costs of Mortgagor's compliance with
remedial measures recommended in the Environmental
Report.
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Loan Name: Village of Tampa Loan Exception
[$7,000,000]
-----------------------------------------------------------------------------------------------------------
Exception to Representation 22 - The deductible for windstorm coverage is the greater of
Insurance 10% of the total insurable value or $233,000.
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Loan Name: Xxxxxxx Inn Columbia Loan Exception
[$7,000,000]
-----------------------------------------------------------------------------------------------------------
Exception to Representation 17 - Taxes A portion of the property is in a separate tax parcel.
Lot split is underway. Until lot split is complete,
reserves for the estimated taxes for the entire parcel to
which that portion currently belongs have been made.
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Loan Name: 0000 Xxxxxxx Xxxx Exception
Loan [$6,200,000]
-----------------------------------------------------------------------------------------------------------
Exception to Representation 10 - Liability under the Guaranty of Recourse Obligations is
Recourse limited to $3,000,000.
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Loan Name: 0000 Xxxxxxx Xxxxx Loan Exception
[$6,000,000]
-----------------------------------------------------------------------------------------------------------
Exception to Representation 10 - Liability under the Guaranty of Recourse Obligations is
Recourse limited to $3,000,000.
-----------------------------------------------------------------------------------------------------------
Exception to Representation 32 - Due The sponsor of the related borrower has an outstanding
on Sale or Encumbrance revolving credit facility with NATIXIS Real Estate Capital
Inc., as lender, and is permitted by the terms of the loan
documents to pledge, among other things, 100% of the equity
interests in the borrower to secure its obligations under the
revolving credit facility.
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Loan Name: 000 X. Xxxxxxxxx & 000 X. Xxxxxxxxx
LaCienega Blvd
Loan [$5,800,000]
-----------------------------------------------------------------------------------------------------------
Exception to Representation 10 - Liability under the Guaranty of Recourse Obligations is
Recourse limited to $3,000,000.
-----------------------------------------------------------------------------------------------------------
Exception to Representation 12 - Releases The related loan documents permit the borrower to obtain
the release of either one of the two retail mortgaged
properties from the lien of the mortgage upon the
satisfaction of certain conditions specified in the loan
documents, including without limitation (i) the transfer
of the release parcel to a bona-fide unaffiliated third
party; (ii) there exists no continuing event of default
and (iii) payment of 115% of the allocated loan amount
for the released property.
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Loan Name: Lakewood City Center Loan Exception
[$5,150,000]
-----------------------------------------------------------------------------------------------------------
Exception to Representation 17 - Taxes Property is not a complete and separate tax parcel and
contains two separate tax lots
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Loan Name: Shell - Firestone Exception
Loan [$5,000,000]
-----------------------------------------------------------------------------------------------------------
Exception to Representation 42 - Annual increase in terrorism premium is capped at twice
Terrorism Insurance the preceding total property insurance premium.
Motiva is the sole Tenant. Motiva is permitted to
self-insure if its long-term debt rating is BBB or better.
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Loan Name: XXXXX PORTFOLIO LOANS (14): Exception
-----------------------------------------------------------------------------------------------------------
- Xxxxx Portfolio - Austin, TX
-[$1,165,000],
- Xxxxx Portfolio - Beavercreek, OH
[$1,915,000],
- Xxxxx Portfolio - Bowling Green, KY
[$1,630,000],
- Xxxxx Portfolio - Canton, MI
[$1,365,000],
- Xxxxx Portfolio - Decatur, AL
[$1,755,000],
- Xxxxx Portfolio - Evansville, IN
[$1,245,000],
- Xxxxx Portfolio - Flowood, MS
[$1,655,000],
- Xxxxx Portfolio - Ft. Oglethorpe, GA
[$1,305,000],
- Xxxxx Portfolio - Gallatin, TN
[$1,455,000],
- Xxxxx Portfolio - Huntsville, AL
[$1,750,000],
- Xxxxx Portfolio - Murfreesboro, TN
[$1,545,000],
- Xxxxx Portfolio - Oxford, AL
[$1,280,000],
- Xxxxx Portfolio - Savannah, GA
[$1,555,000],
- Xxxxx Portfolio - West Monroe - LA
[$1,540,000]
-----------------------------------------------------------------------------------------------------------
Exception to Representation 22 - The insurance requirements under the loan documents have
Insurance been waived to the extent the sole tenant is in occupancy
under its lease and paying rent thereunder.
-----------------------------------------------------------------------------------------------------------
Exception to Representation 12 -
Releases The related borrower under the applicable mortgage loan (the
"Xxxxx Released Mortgage Loan") is permitted to obtain a
release of the mortgaged property (the "Xxxxx Released
Mortgaged Property") from the lien of the mortgage and/or a
termination of any applicable cross-collateralization and
cross-default provisions of the other related mortgage loans
("Xxxxx Crossed Loans") in connection with (1) transfer of
the mortgaged property to a special purpose entity acceptable
to the lender ("Xxxxx Special Transfer") or (2) repayment of
the mortgage loan, provided that the following conditions are
satisfied: (i) no event of default has occurred, (ii) the
sole tenant at the Xxxxx Released Mortgaged Property and sole
tenants at the other Mortgaged Properties securing Xxxxx
Crossed Loans are open for business and have not defaulted in
the payment of rent, (iii) the debt service coverage ratio
for the Xxxxx Released Mortgage Loan after giving effect to
such release is not less than the greater of (A) the debt
service coverage ratio for the Xxxxx Released Mortgage Loan
as of origination date and (B) the debt service coverage
ratio for the Xxxxx Released Mortgage Loan immediately
preceding such release, (iv) the loan-to-value ratio for the
remaining Mortgage Loans is not greater than 80%, (v) in the
event of a full repayment, borrower under the Xxxxx Released
Mortgage Loan pays 115% of the outstanding principal (the
"Release Amount") to lender with yield maintenance premium
and (vi) in the event of a Xxxxx Special Transfer, borrower
complies with certain other transfer requirements of the
applicable loan agreement, including (a) absence of an event
of default, (b) payment of the assumption fee; (c) securing
an approval of the Xxxxx Special Transfer from the lender. In
connection with a release upon the repayment of the mortgage
loan, any funds remaining from the Release Amount will be
applied against the outstanding principal of the remaining
Xxxxx Crossed Loans.
-----------------------------------------------------------------------------------------------------------
Exception to Representation 27 - So long as the respective sole tenant lease is in effect
Operating Statements on the respective Mortgaged Property, Mortgagor will only
be required to furnish on a quarterly basis a statement
certified by Mortgagor (i) setting forth the rent in
effect and collected for the previous calendar quarter
and (ii) whether any default under the respective sole
tenant lease has occurred.
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Loan Name : Six Forks - Raleigh Exception
Loan [$2,650,000]
-----------------------------------------------------------------------------------------------------------
Exception to Representation 12 - The related borrower is permitted to obtain a release of
Releases the mortgaged property from the lien of the mortgage
and/or a termination of any applicable
cross-collateralization and cross-default provisions at
any time after June 1, 2009, provided that: (a) no
event of default has occurred and be continuing and (b)
after giving effect to such release, the debt service
coverage ratio for each of the cross-collateralized loans
is not less than 1.15x.
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Loan Name: CVS Holliston Exception
Loan [$2,000,000]
-----------------------------------------------------------------------------------------------------------
Exception to Representation 22 - Insurance Rental loss and/or business interruption insurance is not
required to be maintained by borrower for so long as credit
rating of CVS Corporation (the largest tenant at the
Mortgaged Property) is determined by lender to be 'investment
grade' as rated by the rating agencies.
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Loan Number and Name: Century Drive - Exception
Raleigh
Loan [$1,900,000]
-----------------------------------------------------------------------------------------------------------
Exception to Representation 12 -
Releases The related borrower is permitted to obtain a release of the
mortgaged property from the lien of the mortgage and/or a
termination of any applicable cross-collateralization and
cross-default provisions at any time after June 1, 2009,
provided that: (a) no event of default has occurred and be
continuing and (b) after giving effect to such release, the
debt service coverage ratio for each of the
cross-collateralized loans is not less than 1.15x.
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Loan Name: 0000 Xxxxx Xxxxxx Xxxx Loan Exception
[$1,650,000]
-----------------------------------------------------------------------------------------------------------
Exception to Representation 10 - Liability under the Guaranty of Recourse Obligations is
Recourse limited to $3,000,000.
-----------------------------------------------------------------------------------------------------------
SCHEDULE 1 to REPRESENTATION 6
Cross-Collateralized and Cross-Defaulted Loans (Natixis)
1. Xxxxx Portfolio - Austin, TX,
2. Xxxxx Portfolio - Beavercreek, OH,
3. Xxxxx Portfolio - Bowling Green, KY,
4. Xxxxx Portfolio - Canton, MI,
5. Xxxxx Portfolio - Decatur, AL,
6. Xxxxx Portfolio - Evansville, IN,
7. Xxxxx Portfolio - Flowood, MS,
8. Xxxxx Portfolio - Ft. Oglethorpe, GA,
9. Xxxxx Portfolio - Gallatin, TN,
10. Xxxxx Portfolio - Huntsville, AL,
11. Xxxxx Portfolio - Murfreesboro, TN,
12. Xxxxx Portfolio - Oxford, AL,
13. Xxxxx Portfolio - Savannah, GA,
14. Xxxxx Xxxxxxxxx - Xxxx Xxxxxx - XX,
00. Century Drive - Raleigh and
16. Six Forks - Raleigh.
EXHIBIT D
FORM OF OFFICER'S CERTIFICATE
I, [______], a duly appointed, qualified and acting [______] of
[___________], a [________] [______] (the "Company"), hereby certify on behalf
of the Company as follows:
1.____I have examined the Mortgage Loan Purchase Agreement, dated as
of July 1, 2007 (the "Agreement"), between the Company and X.X. Xxxxxx Xxxxx
Commercial Mortgage Securities Corp., and all of the representations and
warranties of the Company under the Agreement are true and correct in all
material respects on and as of the date hereof (or, in the case of any
particular representation or warranty set forth on Exhibit B to the Agreement,
as of such other date provided for in such representation or warranty) with the
same force and effect as if made on and as of the date hereof, subject to the
exceptions set forth in the Agreement (including Exhibit C thereto).
2. The Company has complied with all the covenants and satisfied all
the conditions on its part to be performed or satisfied under the Agreement on
or prior to the date hereof and no event has occurred which, with notice or the
passage of time or both, would constitute a default under the Agreement.
3. [FOR NATIXIS RE] I have examined the information regarding the
Mortgage Loans in each Free Writing Prospectus (as defined in the
Indemnification Agreement, dated June 28, (the "Indemnification Agreement")
relating to the offering of the Certificates), when read in conjunction with the
other Time of Sale Information (as defined in the Indemnification Agreement),
the Prospectus, dated March 9, 2007, as supplemented by the Prospectus
Supplement, dated June 28, 2007 (collectively, the "Prospectus"), relating to
the offering of the Class A-1, , Class A-2, Class A-2FL, Class X-0, Xxxxx X-0,
Class A-SB, Class A-1A, Class X, Class A-M, , Class A-J, Class B , Class C,
Class D, Class E and Class F Certificates, the Private Placement Memorandum,
dated June 28, 2007 (the "Privately Offered Certificate Private Placement
Memorandum"), relating to the offering of the Class G, Class H, Class J, Class
K, Class L, Class M, Class N, Class P, Class Q, Class T and Class NR
Certificates, and the Private Placement Memorandum, dated June 28, 2007 (the
"Private Placement Memorandum" and together with the Privately Offered
Certificate Private Placement Memorandum, the "Private Placement Memoranda"),
relating to the offering of the Class R Class LR Certificate, 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 defined in the Indemnification
Agreement), as of the Time of Sale (as defined in the Indemnification Agreement)
or as of the date hereof, the Prospectus, including any diskette attached
thereto, as of the date of the Prospectus Supplement or as of the date hereof,
or the Private Placement Memoranda, including any diskette attached thereto, 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 set forth
therein regarding the Mortgage Loans, in light of the circumstances under which
they were made, not misleading.
Capitalized terms used herein without definition have the meanings
given them in the Agreement.
[SIGNATURE APPEARS ON THE FOLLOWING PAGE]
IN WITNESS WHEREOF, I have signed my name this ___ day of July,
2007.
By:____________________________________
Name:
Title:
SCHEDULE I
MORTGAGE LOANS FOR WHICH A LENDER'S ENVIRONMENTAL POLICY WAS OBTAINED
IN LIEU OF AN ENVIRONMENTAL SITE ASSESSMENT
Reference is made to the Representations and Warranties set forth in Exhibit B
attached hereto corresponding to the Paragraph number set forth below.
None.
SCHEDULE II
MORTGAGED PROPERTY FOR WHICH OTHER
ENVIRONMENTAL INSURANCE IS MAINTAINED
Reference is made to the Representations and Warranties set forth in Exhibit B
attached hereto corresponding to the Paragraph numbers set forth below.
Shell - Firestone.
Southgate Shopping Center.
