SCHEDULE C TO [______] MLPA
Exceptions to Representations and Warranties
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REP NO. LOAN NO. LOAN NAME EXPLANATION
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12 Environmental 46921 Advo Inc. To mitigate the potential of environmental liability, in
lieu of an environmental indemnification by the borrower, a
Pollution Legal Liability (PLL) environmental insurance
policy was secured by the Borrower. There was no evidence
of Recognized Environmental Conditions at the property.
Bear Xxxxxxx Commercial Mortgage, Inc. and its successors
and assigns is named as "additional insured" on the PLL
Policy. The limit of liability on this PLL Policy is
$6,275,000, with a $50,000 deductible. The PLL Policy will
remain in effect during the loan term of 10 years.
46962 730Pilot Road To mitigate the potential of environmental liability, in
lieu of an environmental indemnification by the borrower, a
Pollution Legal Liability (PLL) environmental insurance
policy was secured by the Borrower. There was no evidence
of Recognized Environmental Conditions at the property.
Bear Xxxxxxx Commercial Mortgage, Inc. and its successors
and assigns is named as "additional insured" on the PLL
Policy. The limit of liability on this PLL Policy is
$10,000,000, with a $50,000 deductible. The PLL Policy
will remain in effect during the loan term of 10 years.
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45899 Phillipsburg Historical references identified that the Property has been
Commerce occupied by various Xxxxxxxxx Xxxx (IR) manufacturing
Center divisions since the early 1900's. Environmental clean-up
activities associated with the IR manufacturing activities
are being completed under an Administrative Consent Order
(ACO) dated March 14, 1994. The New Jersey Department of
Environmental Protection (NJDEP) is overseeing the work
completed under the ACO. The Borrower acquired Phillipsburg
Commerce Center from IR in 2004. IR has indemnified the
Borrower for any pre-existing AOCs, including impact to
groundwater. Site investigation activities documented a
total of approximately 60 Areas of Concern (AOCs) of which
30 have received "No Further Action" (NFA) determinations
from NJDEP. An additional 15 AOCs have been delineated and
will be incorporated into the Property Deed Notice. The
remaining 15 AOCs are at varying stages of investigation and
delineation activities, or remediation and monitoring by
ENSR, IR's consultant. The consultant indicated in December
2005 that soil investigation work is considered
substantially complete. The major soil issue that remains to
be remediated is the use of foundry sand throughout the
Central Campus Area as landfill material. The consultant
stated that nearly all remaining other contaminated soil
remediation will be managed in-situ via capping, fencing,
and/or deed noticing. In addition, a Prospective Purchaser
Agreement has been entered into with
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the NJDEP. Various investigations were conducted and
groundwater impacts were identified to be part of three
plumes: light non-aqueous phase liquid (LNAPL); dissolved
phase impacts; and a fuel oil plume on the west side of the
Property. The groundwater impacts and investigations have
been combined into one AOC. Future groundwater work in 2006
and beyond will primarily focus on downgradient locations.
Groundwater remediation is anticipated to continue for the
foreseeable future. A total remedial cost of approximately
$11 million was estimated by the consultant with
approximately $3 million of the total $11 million completed
in 2005 for mostly investigation activities and the
groundwater remediation.
To mitigate the potential of environmental liability caused
by historic use of the Property, and the present use and
future use of the Phillipsburg Commerce Property, a
Pollution Legal Liability (PLL) environmental insurance
policy was secured by the Borrower. Bear Xxxxxxx Commercial
Mortgage, Inc. was named as "additional insured" on the
Policy. The Policy was written by XL Insurance - Policy
number PEC0019811. The limit of liability on this Policy is
$10,000,000 and will remain in effect during the loan term
of 10 years (Dec. 31, 2005 through Dec. 31, 2015). This
current policy does exclude approximately 62 Areas of
Concern that are not covered until a No Further Action
letter is obtained for these AOCs. As noted above, IR has
indemnified the Borrower for these AOCs and some of the AOCs
have received an NFA. This policy is in excess "over any
other collectible insurance", namely the two prior XL
policies bound in September 2004 for the Borrower and IR,
respectively. All three XL policies have a combined limit of
insurance of $30 million. A total of $20 million will expire
in September 2014. Ten million dollars will remain in place
between September 2014 and December 31, 2015.
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14 46807 CVS - West The tenant, CVS, provides the building coverage, and their
Insurance Monroe insurance certificate shows only what is required pursuant
to the lease. Terrorism coverage is silent, however, CVS is
investment grade rated and has an absolute obligation to
rebuild the Improvements following any form of casualty.
46918 BJ's Miami The tenant, BJ's provides the building coverage, and their
insurance certificate shows only what is required pursuant
to the lease. Terrorism, Business Interruption and Flood
coverage is silent. However, BJ's has an absolute obligation
to rebuild the Improvements following any form of casualty,
may not xxxxx rent in the event of an insured casualty, and
may self insure subject to maintaining a $600,000,00 minimum
net worth and a liquidity of at least $300,000,000.
47217 Rite Aid - The tenant, Rite Aid, provides the building coverage, and
Flat Rock their insurance certificate shows only what is required
pursuant to the lease. Terrorism coverage is silent,
however, Rite Aid has an absolute obligation to rebuild the
Improvements following any form of casualty.
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42718 Rite Aid - The tenant, Rite Aid, provides the building coverage, and
Xxxxxx their insurance certificate shows only what is required
pursuant to the lease. Terrorism coverage is silent,
however, Rite Aid has an absolute obligation to rebuild the
Improvements following any form of casualty.
42719 Rite Aid - The tenant, Rite Aid, provides the building coverage, and
Macomb their insurance certificate shows only what is required
pursuant to the lease. Terrorism coverage is silent,
however, Rite Aid has an absolute obligation to rebuild the
Improvements following any form of casualty.
47572 CVS - Derry The related Mortgagor does not maintain property insurance,
collateral is land only.
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28 46534 Evenhaim The Loan provides for the release of an outparcel known as
Releases/ Building 0000 Xxxxx Xxx.
Substitution
of Mortgaged The Borrower's conditions of release are: (a) written
Property request not less than ten (10) Business Days prior to the
desired release date; (b) comply with all applicable zoning,
land use and similar laws, including creating legally
identifiable tracts and separate tax lots; (c) properties
both have necessary utilities and access; (d) provide survey
and legal opinion; (e) title endorsement; (f) confirm
resubdivision is not an event of default under the leases or
the loan documents; (g) pay a $1,500 administrative fee and
all out of pocket costs of lender.
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28
Releases/ 46762 Xxxxxxxxx & The Loan provides for defeasance upon payment of 115% of the
Substitution Sunshine allocated loan amount. Among other things, the release shall
of Mortgaged not be permitted if the DSCR for the unreleased property is
Property less than 1.30x or the LTV is greater than 75%.
46884 Alexandria The Loan provides for defeasance upon payment of 120% of the
Portfolio allocated loan amount. Among other things, for the release
to be permitted, the DSCR must be greater than 1.20x for 1st
release, 1.25x for 2nd, and 1.30x for 3rd; the LTV must be
less than 80% for 1st release, 75% for 2nd and 70% for 3rd.
The loan provides for substitution of properties subject to
the payment of a fee of 0.5% of allocated loan amount of the
property and satisfaction of other conditions in the loan
documents, including but not limited to rating agency
confirmation of no downgrade.
46980 Upper The loan provides for partial releases upon defeasance of
Montclair 105% of the allocated loan amount, subject to 1.25x DSCR and
Portfolio 70% LTV tests.
45873 Perkasie The loan provides for release of an ouparcel on
Square predetermined conditions.
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33 44227 Agua Caliente The Loan allows transfers of tenant-in-common interests in
Due on Sale the Mortgaged Property.
45472 Petroleum The Loan allows transfers of tenant-in-common interests in
Towers the Mortgaged Property.
45782 Paces West The Loan allows transfers of tenant-in-common interests in
the Mortgaged Property.
46822 Raley's The Loan allows transfers of tenant-in-common interests in
Office the Mortgaged Property.
Building
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33 47199 Coconut Grove The Loan allows transfers of tenant-in-common interests in
Due on Sale Shopping the Mortgaged Property.
Center
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33 47207 Courtyard The Loan allows transfers of tenant-in-common interests in
Due on Sale Valdosta the Mortgaged Property.
46745 Candlewood The Loan allows transfers of tenant-in-common interests in
Apartments the Mortgaged Property.
47579 Xxxx Xxxx The Loan allows transfers of tenant-in-common interests in
Plaza the Mortgaged Property.
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33
Due on Sale 46205 Xxxxxx Square The related Mortgagor has the right under the Loan to incur
up to mezzanine debt subject to a 90% LTV limitation, DSCR
of 1.10x on a 7.04% cosntant and an intercreditor agreement
acceptable to the Lender.
46534 Evenheim The related Mortgagor incurred mezzanine debt subject to an
Building intercreditor which was apporoved by Xxxxxx.
47061 Eckerd - The related Mortgagor has the right under the Loan to incur
Monroe up to mezzanine debt subject to a 80% LTV limitation, DSCR
of 1.20x and a subordination and standstill agreement
acceptable to the Lender.
45803 Super 8 The related Mortgagor has the right under mezzanine debt
Mission subject to a 70% LTV limitation and 1.40x DSCR.
Valley
47177 La Quinta The related Mortgagor has the right under mezzanine debt
Carlsbad subject to a 70% LTV limitation and 1.35x DSCR.
47227 Banning The related Mortgagor has the right under mezzanine debt
subject to a 70% LTV limitation and 1.35x DSCR.
47228 Poway The related Mortgagor has the right under mezzanine debt
subject to a 70% LTV limitation and 1.35x DSCR.
47229 Mission The related Mortgagor has the right under mezzanine debt
Valley subject to a 70% LTV limitation and 1.35x DSCR.
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40
Non-Recourse 46841 Fairmont Non-recourse provisions go to the related Mortgagor only.
Exceptions Plaza Office
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List of Mortgage Loans Subject to Secured Creditor Impaired Property Policies
[OR PLL POLICIES]
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LOAN NO. LOAN NAME
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