Exhibit 10.4
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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 August 1, 2007
Fixed Rate Mortgage Loans
Series 2007-LDP12
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This Mortgage Loan Purchase Agreement (this "Agreement"), dated as
of August 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 August 1, 2007 (the "Pooling and Servicing Agreement") among the
Purchaser, as depositor (the "Depositor"), Xxxxx Fargo Bank, N.A., as master
servicer (the "Master Servicer"), X.X. Xxxxxx Company, Inc., 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), and in
the case of the Xxxxx Portfolio Loans, the "regular interest" and "residual
interest" in each individual loan REMIC formed pursuant to the respective REMIC
Declarations executed on July 5, 2007. Upon the sale of the Mortgage Loans, the
ownership of each related Mortgage Note, the Mortgage, the other contents of the
related Mortgage File and each REMIC Declaration 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. On the
Closing Date, the Seller shall also deliver to the Depositor an amount equal to
$252,236.20, which amount represents the aggregate amount of interest that would
have accrued at the related Mortgage Rates on the applicable Mortgage Loans
commencing August 1, 2007 for those Mortgage Loans that do not have a Due Date
in September 2007. The Depositor will sell the Class A-1, Class A-2, 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
as of August 24, 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 and Class J Certificates and a portion of the Class K Certificates to
JPMSI and/or UBS Securities LLC as initial purchasers and sell the remaining
portion of the Class K Certificates and the Class L, Class M, Class N, Class P,
Class Q, Class T and Class NR Certificates through JPMSI, as placement agent
pursuant to the certificate purchase and placement agreement dated August 24,
2007 (the "Certificate Purchase and Placement Agreement"), among the Depositor,
JPMSI, for itself as initial purchaser and on behalf of UBS Securities LLC, as
initial purchaser, and JPMSI as placement agent.
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 $474,577,759.40 (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.
(a) 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 August 24, 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, that 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, that 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, that 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, that no Defect (except
the Defects previously described in clauses (a) through (f)) shall be considered
to materially and adversely affect the value of any Mortgage Loan, the value of
the related Mortgaged Property, or the interests of the Trustee 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, that 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 and Placement 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, New York, New York, at 10:00 a.m., on the Closing Date or such other place
and time as the parties shall agree. The parties hereto agree that time is of
the essence with respect to this Agreement.
SECTION 9. Expenses. The 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, that unless such amendment
is to cure an ambiguity, mistake or inconsistency in this Agreement, no
amendment shall be permitted unless each Rating Agency has delivered a written
confirmation that such amendment will not result in a downgrade, withdrawal or
qualification of the then current ratings of the Certificates and the cost of
obtaining any Rating Agency confirmation shall be borne by the party requesting
such amendment. This Agreement shall not be deemed to be amended orally or by
virtue of any continuing custom or practice. No amendment to the Pooling and
Servicing Agreement which relates to defined terms contained therein or any
obligations of 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: /s/ Xxxxxxx Xxxxxxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxxxxxx
Title: Vice President
NATIXIS REAL ESTATE CAPITAL INC., as
Seller
By: /s/ Xxx X. Xxxxxxxx
------------------------------------
Name: Xxx X. Xxxxxxxx
Title: Managing Director
By: /s/ Xxxxx Xxxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Managing Director
NATIXIS COMMERCIAL MORTGAGE FUNDING,
LLC, as Seller
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
EXHIBIT A-1
NATIXIS RE MORTGAGE LOAN SCHEDULE
JPMCC 2007-LDP12
Mortgage Loan Schedule (Natixis Real Estate Capital)
Originator/Loan
Loan # Seller Mortgagor Name
------ ---------------- --------------------------- -----------------------------------------------------------------
3 NATIXIS Natixis Real Estate Capital Jemal's Darth Vader L.L.C.
21 NATIXIS Natixis Real Estate Capital C & K Holding Company, Inc.
24 NATIXIS Natixis Real Estate Capital XX Xxxxxxx One LLC, KGC Bentley Two LLC
37 NATIXIS Natixis Real Estate Capital MDR Queensmark, LLC, Q.M. Apartments, L.P.
45 NATIXIS Natixis Real Estate Capital Sidhal Equity, LLC, Woodland Equity, LLC, Xxxxx Asset, LLC
EKG Investors, LLC, SCT Investors, LLC, RLZ Investors,LLC, MHFT
47 NATIXIS Natixis Real Estate Capital Investors, LLC
65 NATIXIS Natixis Real Estate Capital Sono Square Associates, LLC
67 NATIXIS Natixis Real Estate Capital Villa Xxxxxxxx, LLC
84 NATIXIS Natixis Real Estate Capital Scientific Finance, LLC
99 NATIXIS Natixis Real Estate Capital Xxxxxx SPE, LLC
99.01 NATIXIS
99.02 NATIXIS
100 NATIXIS Natixis Real Estate Capital Epos Realty Associates, LLC
114 NATIXIS Natixis Real Estate Capital RTC Austin, L.L.C.
115 NATIXIS Natixis Real Estate Capital Xxxxxxx Commercial LP
116 NATIXIS Natixis Real Estate Capital Prestonwood Partners Ltd.
117 NATIXIS Natixis Real Estate Capital P.A. Properties, LLC
132 NATIXIS Natixis Real Estate Capital LG-310 Clarksville IN, LLC
133 NATIXIS Natixis Real Estate Capital Meridian III, LLC
000 XXXXXXX Xxxxxxx Xxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxx 2007, LLC
University Row LP, The Old Second National Bank of Aurora as
139 NATIXIS Natixis Real Estate Capital Trustee Under Trust #0000
Xxxxxxxxxx Xxxxx LP, The Old Second National Bank of Aurora As
142 NATIXIS Natixis Real Estate Capital Trustee Under Trust #4798
143 NATIXIS Natixis Real Estate Capital XX-000 Xxxxxx Xxxxx XX, LLC
145 NATIXIS Natixis Real Estate Capital LG-369 Decatur AL, LLC
146 NATIXIS Natixis Real Estate Capital LG-328 Huntsville AL, LLC
University Commons LP, The Old Second National Bank of Aurora
147 NATIXIS Natixis Real Estate Capital as Trustee Under Trust #5559
148 NATIXIS Natixis Real Estate Capital LG-404 Flowood MS, LLC
149 NATIXIS Natixis Real Estate Capital LG-435 Bowling Green KY, LLC
150 NATIXIS Natixis Real Estate Capital LG-340 Savannah GA, LLC
151 NATIXIS Natixis Real Estate Capital LG-306 Murfreesboro TN, LLC
152 NATIXIS Natixis Real Estate Capital LG-332 W. Monroe LA, LLC
153 NATIXIS Natixis Real Estate Capital LG-379 Gallatin TN, LLC
155 NATIXIS Natixis Real Estate Capital LG-375 Canton MI, LLC
156 NATIXIS Natixis Real Estate Capital LG-409 Ft. Olgethorpe GA, LLC
157 NATIXIS Natixis Real Estate Capital LG-377 Oxford AL, LLC
158 NATIXIS Natixis Real Estate Capital University Apartments of Greenville, LLC
159 NATIXIS Natixis Real Estate Capital LG-381 Evansville IN, LLC
University Center LP, The Old Second National Bank of Aurora as
160 NATIXIS Natixis Real Estate Capital Trustee Under Trust #5197
161 NATIXIS Natixis Real Estate Capital LG-394 Austin TX, LLC
The Old Second National Bank of Aurora as Trustee Under Trust
163 NATIXIS Natixis Real Estate Capital #6422, Phoenix Apartments LP
Loan # Property Address City State Zip Code
-------- --------------------------------------------------------------- ---------------------- ----- ---------
3 000 Xxxxxxxxxxxxx Xxxxxx, XX Xxxxxxxxxx XX 00000
21 0000 Xxxxx 0 Xxxxxxxxx Xxxx Xxx XX 00000
24 00 Xxxxxxx Xxxx Xxxxxxxxx XX 00000
37 0000 00xx Xxx Xx. Xxxxxxxxxx XX 00000
45 00000 Xxxxxxx Xxxx Xxxxxxxx Xxxxx XX 00000
47 0000-0000 Xxxxxxxxxx Xxxx and 0000-0000 Xxxxxxxx Xxxxxxxxx Xxxxxxxxxx XX 00000
65 85 - 00 Xxxxx Xxxxxx; 00 Xxxxx Xxxxxx; and 00 Xxx Xxxxxx Xxxxxxx XX 00000
67 212 & 000 Xxxxx Xxxxx Xxxx and 2030 & 0000 Xxxxx Xxx Xxx Xxxxxxxxxxx XX 00000
84 00000 Xxx Xxxxxxxx Xxxx Xxxxxxxx XX 00000
99 Various Various PA Various
99.01 000 Xxxxxxxx Xxxxx (Xxx 60 and Pulaski Road) Xxxxxxxxxx Xxxxxxxx XX 00000
99.02 000 Xxxxxxx Xxxxxx Xxx Xxxxxx XX 00000
100 00 Xxxx Xxxx Xxxxxx Xxxxx XX 00000
114 0000 Xxxxxxxx Xxxxx Xxxxxx XX 00000
115 0000-0000 Xxxxxxx Xxxxx Xxxxxxx XX 00000
116 00000 Xxxxx Xxxxx Xxxx Xxxxxx XX 00000
117 0000-0000 Xxxxxxxxxxxx Xxxxxx Xxxxxxxxxx XX 00000
132 000 XX 000 Xxxxxxxxxxx XX 00000
133 00000 Xxxx Xxxxxx Xxxxxx Xxxxxxxxx XX 00000
136 0000 Xxxxx 0 Xxxxxxx Xxxx XX 00000
139 000 X. Xxxxxx Xxxxxx Xxxxxx XX 00000
142 000 Xxxxxxxx Xxxxxx, 000 X. Xxxxxx Xxxxxx, 000 X. Xxxxxx
Xxxxxx and 000 X. Xxxxxx Xxxxxx Xxxxxx XX 00000
143 0000 Xxxxxx Xxxxx Xxxxxxxxxxx XX 00000
145 0000 Xxxxxxxx Xxxx Xxxxxxx XX 00000
146 0000 Xxxxxxxx Xxxxx Xxxxxxxxxx XX 00000
147 000 Xxxx Xxxxxx Xxxxxx, 000 Xxxxx Xxxx Xxxxxx, 000 Xxxx
Xxxxxx Xxxxxx and 605, 000 Xxxxxx Xxxxxx Xxxxxx XX 00000
148 000 Xxxxxxx Xxxx Xxxxxxx XX 00000
149 0000 Xxxxxxxxxxx Xxxx Xxxxxxx Xxxxx XX 00000
150 00000 Xxxxxxx Xxxxxx Xxxxxxxx XX 00000
151 000 XX Xxxxx Xxxxxx Xxxxxxxxxxxx XX 00000
152 000 Xxxxxxxxxxxx Xxxxx Xxxx Xxxxxx XX 00000
153 0000 Xxxxxxx Xxxxx Xxxxxxxx Xxxxxxxx XX 00000
155 00000 Xxxx Xxxx Xxxxxx XX 00000
156 0000 Xxxxxxxxxxx Xxxxxxx Xxxx Xxxxxxxxxx XX 00000
157 00 Xxx Xxx Xxxxxx XX 00000
158 2899 and 0000 Xxxx 0xx Xxxxxx Xxxxxxxxxx XX 00000
159 0000 Xxxxx Xxxxx Xxxxxxxxxx XX 00000
160 000 X. Xxxxxx Xxxxxx Xxxxxx XX 00000
161 000 Xxxx Xxxxxxxx Xxxxxx XX 00000
163 000 Xxxx Xxxxxxx Xxxxxx Xxxxxx XX 00000
Interest Net Mortgage Original
Loan # County Property Name Size Measure Rate (%) Interest Rate Balance
------ -------------------- ---------------------------------- ------ ----------- -------- ------------- -----------
3 District of Columbia 000 Xxxxxxxxxxxxx Xxxxxx 000000 Square Feet 5.89700 5.87623 90,000,000
21 Bergen Hilton Fort Xxx 237 Rooms 6.27800 6.25723 33,000,000
00 Xxxxx Xxxx Xxxxxxx Xxxxxxx Xxxx 177150 Square Feet 5.70100 5.68023 29,000,000
37 Pinellas Queensmark Apartments 518 Units 6.16000 6.13923 18,100,000
00 Xxx Xxxxxxx Xxx Xxxxxxx 00000 Square Feet 5.75300 5.73223 14,200,000
47 Sacremento Stockridge Plaza 94507 Square Feet 6.01400 5.99323 13,350,000
00 Xxxxxxxxx XxXx Xxxxxx 93438 Square Feet 6.43500 6.41423 9,975,000
67 Xxxx Xxxxx Xxxxxxxx 130 Units 6.17000 6.14923 9,350,000
84 Xxxxxx Scientific Labs Bldg 75500 Square Feet 6.39000 6.36923 7,000,000
99 Xxxxxxxx Xxxxxx Portfolio 104130 Square Feet 6.28700 6.26623 5,400,000
99.01 Xxxxxxxx Steelite Building 62000 Square Feet 6.28700 4,050,000
99.02 Xxxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxxxxx 00000 Xxxxxx Feet 6.28700 1,350,000
000 Xxxxx Xxxxx Xxxxxxxxxxx 00000 Square Feet 6.24000 6.21923 5,400,000
114 Xxxxxx Ram-Tool & Supply 56700 Square Feet 6.48000 6.36923 4,250,000
115 Alameda 0000-0000 Xxxxxxx Xxxxx 68235 Square Feet 5.77500 5.75423 4,250,000
116 Dallas Prestonwood Village II 41322 Square Feet 6.22000 6.19923 4,100,000
000 Xxxxxxxx xx Xxxxxxxx Xxxxxxx Village Shopping Center 21031 Square Feet 6.34500 6.26423 4,100,000
132 Xxxxx Clarksville - Xxxxx 7950 Square Feet 5.86500 5.84423 2,840,000
133 Xxxxxxx Meridian Village Center 13258 Square Feet 5.93200 5.91123 2,825,000
000 Xxxxxxxx Xxxxxxx Xxxxxx - Xxxxxxx Xxxx 00000 Square Feet 6.28500 6.26423 2,800,000
000 XxXxxx Xxxxxxxxxx Xxx Tinervin 30 Units 6.41000 6.38923 2,457,000
000 XxXxxx Xxxxxxxxxx Xxxxx Tinervin 30 Units 6.41000 6.38923 1,995,500
000 Xxxxxx Xxxxx Xxxxxxxxx-Xxxxxxxxxxx, XX 7999 Square Feet 5.86500 5.84423 1,915,000
145 Xxxxxx Xxxxx Portfolio-Decatur, AL 7947 Square Feet 5.86500 5.84423 1,755,000
000 Xxxxxxx Xxxxx Xxxxxxxxx-Xxxxxxxxxx, XX 7839 Square Feet 5.86500 5.84423 1,750,000
000 XxXxxx Xxxxxxxxxx Xxxxxxx Tinervin 34 Units 6.41000 6.38923 1,735,500
000 Xxxxxx Xxxxx Xxxxxxxxx-Xxxxxxx, XX 8060 Square Feet 5.86500 5.84423 1,655,000
000 Xxxxxx Xxxxx Xxxxxxxxx-Xxxxxxx Xxxxx, XX 8140 Square Feet 5.86500 5.84423 1,630,000
000 Xxxxxxx Xxxxx Xxxxxxxxx-Xxxxxxxx, XX 7409 Square Feet 5.86500 5.84423 1,555,000
000 Xxxxxxxxxx Xxxxx Xxxxxxxxx-Xxxxxxxxxxxx, XX 7839 Square Feet 5.86500 5.84423 1,545,000
000 Xxxxxxxx Xxxxxx Xxxxx Xxxxxxxxx-Xxxx Xxxxxx, XX 0000 Square Feet 5.86500 5.84423 1,540,000
000 Xxxxxx Xxxxx Xxxxxxxxx-Xxxxxxxx, XX 7943 Square Feet 5.86500 5.84423 1,475,000
000 Xxxxx Xxxxx Xxxxxxxxx-Xxxxxx, XX 8329 Square Feet 5.86500 5.84423 1,365,000
000 Xxxxxxx Xxxxx Xxxxxxxxx-Xx. Xxxxxxxxxx, XX 8060 Square Feet 5.86500 5.84423 1,305,000
000 Xxxxxxx Xxxxx Xxxxxxxxx-Xxxxxx, XX 7956 Square Feet 5.86500 5.84423 1,280,000
000 Xxxx Xxxxxxxxxx Xxxx - Xxxxxxxxxx 46 Units 6.64500 6.50923 1,260,000
159 Xxxxxxxxxxx Xxxxx Portfolio-Evansville, IN 7961 Square Feet 5.86500 5.84423 1,245,000
000 XxXxxx Xxxxxxxxxx Xxxxxx Tinervin 21 Units 6.44000 6.41923 1,180,000
000 Xxxxxx Xxxxx Xxxxxxxxx-Xxxxxx, XX 8060 Square Feet 5.86500 5.84423 1,165,000
163 XxXxxx Phoenix Apartments Tinervin 17 Units 6.82000 6.79923 669,500
Maturity/ Monthly Servicing
Loan # Cutoff Balance Term Rem. Term ARD Date Amort. Term Rem. Amort. Debt Service Fee Rate Accrual Type
------ -------------- ---- --------- --------- ----------- ----------- ------------ --------- ------------
3 90,000,000 120 119 07/05/17 360 360 533,650 0.02000 Actual/360
21 33,000,000 120 120 08/05/17 360 360 203,788 0.02000 Actual/360
24 29,000,000 120 118 06/01/17 360 360 168,335 0.02000 Actual/360
37 18,100,000 120 119 07/05/17 360 360 110,388 0.02000 Actual/360
45 14,200,000 120 119 07/07/17 360 360 82,894 0.02000 Actual/360
47 13,350,000 120 111 11/05/16 353 353 80,801 0.02000 Actual/360
65 9,975,000 120 120 08/05/17 360 360 62,623 0.02000 Actual/360
67 9,333,536 120 118 06/05/17 360 358 57,084 0.02000 Actual/360
84 6,964,149 60 56 04/05/12 300 296 46,784 0.02000 Actual/360
99 5,400,000 120 120 08/05/17 300 300 35,746 0.02000 Actual/360
99.01 4,050,000 120 120 08/05/17 300 300 Actual/360
99.02 1,350,000 120 120 08/05/17 300 300 Actual/360
100 5,395,802 120 119 07/01/17 360 359 33,214 0.02000 Actual/360
114 4,250,000 120 120 08/05/17 360 360 26,807 0.11000 Actual/360
115 4,246,266 120 119 07/05/17 360 359 24,869 0.02000 Actual/360
116 4,100,000 120 120 08/05/17 360 360 25,164 0.02000 Actual/360
117 4,100,000 120 120 08/05/17 360 360 25,498 0.08000 Actual/360
132 2,832,074 120 118 06/07/17 300 298 18,065 0.02000 Actual/360
133 2,825,000 120 119 07/07/17 360 360 16,814 0.02000 Actual/360
136 2,800,000 120 120 08/05/17 360 360 17,304 0.02000 Actual/360
139 2,457,000 120 120 08/05/17 360 360 15,385 0.02000 Actual/360
142 1,995,500 120 120 08/05/17 360 360 12,495 0.02000 Actual/360
143 1,915,000 120 117 05/07/17 360 360 11,316 0.02000 Actual/360
145 1,755,000 120 117 05/07/17 360 360 10,370 0.02000 Actual/360
146 1,750,000 120 117 05/07/17 360 360 10,341 0.02000 Actual/360
147 1,735,500 120 120 08/05/17 360 360 10,867 0.02000 Actual/360
148 1,655,000 120 117 05/07/17 360 360 9,779 0.02000 Actual/360
149 1,630,000 120 117 05/07/17 360 360 9,632 0.02000 Actual/360
150 1,555,000 120 117 05/07/17 360 360 9,188 0.02000 Actual/360
151 1,545,000 120 117 05/07/17 360 360 9,129 0.02000 Actual/360
152 1,540,000 120 117 05/07/17 360 360 9,100 0.02000 Actual/360
153 1,475,000 120 117 05/07/17 360 360 8,716 0.02000 Actual/360
155 1,365,000 120 117 05/07/17 360 360 8,066 0.02000 Actual/360
156 1,305,000 120 117 05/07/17 360 360 7,711 0.02000 Actual/360
157 1,280,000 120 117 05/07/17 360 360 7,564 0.02000 Actual/360
158 1,259,125 120 119 07/05/17 360 359 8,085 0.13500 Actual/360
159 1,245,000 120 117 05/07/17 360 360 7,357 0.02000 Actual/360
160 1,180,000 120 120 08/05/17 360 360 7,412 0.02000 Actual/360
161 1,165,000 120 117 05/07/17 360 360 6,884 0.02000 Actual/360
163 669,500 120 120 08/05/17 360 360 4,374 0.02000 Actual/360
ARD Step
Loan # ARD (Y/N) Up (%) Title Type Crossed Loan Guarantor
------ --------- -------- ---------- ------------ -----------------------------------------------------------------
3 No Fee Xxxxxxx Xxxxx and Xxxxxx Xxxxx
21 No Fee Xxxxxxxx Xxx
24 No Fee F. Xxx Xxxxxx
37 No Fee Xxxxxxx X. Xxxxx and Xxxxx Xxxxxx
45 No Fee Xxxxx Xxxxxx
47 No Fee Xxxxxx Xxxxxxx, Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxx and Xxxxxx Xxxx
65 No Fee Xxxxx X. Xxxxxxx and Xxxx Xxxxxxx
67 No Fee Xxxxxx X. Xxxxx
84 No Fee Xxxxxxxxxx Xxxxx
99 No Fee Xxxxxx Xxxxxx
99.01 No Fee
99.02 No Fee
100 No Fee Xxxxxxxxx Xxxxxxxx
114 No Fee Xxxx X. Head. and X. Xxxxxxx Head
115 No Fee Xxx X. Xxxxxxxxxxxx
116 No Fee Xxxxxx X. Xxxxxxx
117 No Fee Hampshire Investments, Limited
132 No Fee Xxxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, UBSREI, DRCM, Triple Net
133 No Fee Xxxxx Xxxxx
136 No Fee The Hampshire Generational Fund LLC
139 No Fee Xxxxxxx X. Xxxxxxxxx, Xx.
142 No Fee Xxxxxxx X. Xxxxxxxxx, Xx.
143 No Fee A Xxxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, UBSREI, DRCM, Triple Net
145 No Fee A Xxxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, UBSREI, DRCM, Triple Net
146 No Fee A Xxxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, UBSREI, DRCM, Triple Net
147 No Fee Xxxxxxx X. Xxxxxxxxx, Xx.
148 No Fee A Xxxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, UBSREI, DRCM, Triple Net
149 No Fee A Xxxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, UBSREI, DRCM, Triple Net
150 No Fee A Xxxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, UBSREI, DRCM, Triple Net
151 No Fee A Xxxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, UBSREI, DRCM, Triple Net
152 No Fee A Xxxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, UBSREI, DRCM, Triple Net
153 No Fee A Xxxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, UBSREI, DRCM, Triple Net
155 No Fee A Xxxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, UBSREI, DRCM, Triple Net
156 No Fee A Xxxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, UBSREI, DRCM, Triple Net
157 No Fee A Xxxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, UBSREI, DRCM, Triple Net
158 No Fee Xxxxx Xxxxxx Xxxxxxxx, Sr. and Xxxxxxxx X. Xxxxxxxx
159 No Fee A Xxxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, UBSREI, DRCM, Triple Net
160 No Fee Xxxxxxx X. Xxxxxxxxx, Xx.
161 No Fee A Xxxxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, UBSREI, DRCM, Triple Net
163 No Fee Xxxxxxx X. Xxxxxxxxx, Xx.
UPFRONT ESCROW
-------------------------------------------------------------------------------------------------------------
Letter of Upfront CapEx Upfront Eng. Upfront Envir. Upfront TI/LC Upfront RE Tax Upfront Ins. Upfront Other
Loan # Credit Reserve Reserve Reserve Reserve Reserve Reserve Reserve
------ --------- ------------- ------------ -------------- ------------- -------------- ------------ -------------
3 No 0.00 0.00 625.00 1,800,000.00 507,890.00 14,018.00 385,000.00
21 No 0.00 0.00 0.00 0.00 37,900.00 145,846.00 4,000,000.00
24 No 0.00 0.00 1,250.00 0.00 235,124.00 36,347.00 16,371.13
37 No 0.00 0.00 625.00 0.00 187,500.00 27,300.00 0.00
45 No 0.00 0.00 0.00 0.00 73,850.00 8,622.00 0.00
47 No 0.00 125,000.00 0.00 175,000.00 156,912.00 10,953.00 855,000.00
65 No 0.00 20,178.00 100,000.00 225,000.00 15,600.00 2,571.00 0.00
67 No 0.00 0.00 0.00 0.00 38,483.84 7,490.96 0.00
84 No 0.00 0.00 0.00 0.00 63,320.02 9,414.20 0.00
99 No 0.00 3,750.00 0.00 0.00 0.00 20,282.67 0.00
99.01
99.02
100 No 0.00 2,500.00 0.00 0.00 26,404.00 3,729.88 22,923.56
114 No 0.00 0.00 0.00 319,000.00 14,619.43 9,657.00 0.00
115 No 0.00 0.00 625.00 0.00 28,833.00 800.00 0.00
116 No 0.00 0.00 0.00 0.00 122,697.08 15,931.95 400,000.00
117 No 0.00 69,687.50 1,250.00 0.00 44,218.08 7,786.60 0.00
132 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
133 No 0.00 16,125.00 0.00 30,000.00 15,882.00 632.00 175,000.00
136 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
139 No 0.00 0.00 0.00 0.00 21,962.56 2,328.50 0.00
142 No 0.00 2,562.00 0.00 0.00 17,118.00 1,970.39 0.00
143 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
145 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
146 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
147 No 0.00 5,437.50 0.00 0.00 21,956.30 2,412.00 0.00
148 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
149 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
150 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
151 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
152 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
153 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
155 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
156 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
157 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
158 No 0.00 0.00 0.00 0.00 18,082.09 924.58 0.00
159 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
160 No 0.00 1,250.00 0.00 0.00 11,116.50 1,393.25 0.00
161 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00
163 No 0.00 0.00 0.00 0.00 8,703.38 1,171.75 0.00
MONTHLY ESCROW
----------------------------------------------------------------------------------------------
Monthly Capex Monthly Envir. Monthly TI/LC Monthly RE Tax Monthly Ins. Monthly Lockbox
Loan # Reserve Reserve Reserve Reserve Reserve Other Reserve Grace Period In-place
------ ------------- -------------- ------------- -------------- ------------ ------------- ------------ -------
3 3186.12 0.00 20456.50 153556.88 4672.52 0.00 5 Yes
21 33560.35 0.00 0.00 37900.00 13300.00 0.00 0 No
24 2362.00 0.00 0.00 29400.00 7329.25 0.00 4 Yes
37 10791.67 0.00 0.00 37500.00 27300.00 0.00 0 No
45 1305.00 0.00 2750.00 18500.00 4600.00 0.00 0 No
47 1182.34 0.00 5906.69 15900.00 2118.25 0.00 0 Yes
65 1635.17 0.00 3333.00 7800.00 1800.00 0.00 5 No
67 2708.33 0.00 0.00 5497.69 7715.69 0.00 0 Yes
84 2642.50 0.00 3000.00 11978.85 1386.22 0.00 0 Yes
99 867.75 0.00 750.00 0.00 1785.33 0.00 0 No
99.01 0
99.02 0
100 840.18 0.00 2500.00 3772.03 3729.88 0.00 0 No
114 236.25 0.00 0.00 11034.92 804.75 0.00 0 Yes
115 850.00 0.00 3500.00 7600.00 800.00 0.00 0 No
116 502.00 0.00 2550.00 15337.08 2275.95 0.00 0 No
117 147.00 0.00 1250.00 6272.00 435.60 0.00 0 No
132 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes
133 160.00 0.00 0.00 8720.00 635.00 0.00 0 No
136 0.00 0.00 0.00 0.00 0.00 0.00 0 No
139 750.63 0.00 0.00 3856.35 1051.97 0.00 0 No
142 787.50 0.00 0.00 2995.30 901.51 0.00 0 No
143 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes
145 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes
146 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes
147 906.67 0.00 0.00 3855.25 1154.03 0.00 0 No
148 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes
149 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes
150 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes
151 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes
152 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes
153 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes
155 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes
156 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes
157 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes
158 958.33 0.00 0.00 1506.84 924.58 0.00 0 No
159 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes
160 434.00 0.00 0.00 1951.92 666.67 0.00 0 No
161 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes
163 495.83 0.00 0.00 1528.03 402.30 0.00 0 No
Remaining
Interest Final Amoritization
Defeasance Accrual Maturity Term for
Loan # Property Type Permitted Period Loan Group Date Balloon Loans
------ ------------- ---------- ---------- ---------- -------- -------------
3 Office Yes Actual/360 1 360
21 Hotel Yes Actual/360 1 360
24 Retail Yes Actual/360 1 360
37 Multifamily Yes Actual/360 2 360
45 Office Yes Actual/360 1 360
47 Retail Yes Actual/360 1 353
65 Mixed Use Yes Actual/360 1 360
67 Multifamily Yes Actual/360 2 360
84 Industrial No Actual/360 1 300
99 Industrial Yes Actual/360 1 300
99.01 Industrial Actual/360 1 300
99.02 Industrial Actual/360 1 300
100 Retail Yes Actual/360 1 360
114 Industrial Yes Actual/360 1 360
115 Industrial No Actual/360 1 360
116 Retail No Actual/360 1 360
117 Retail Yes Actual/360 1 360
132 Retail Yes Actual/360 1 300
133 Retail No Actual/360 1 360
136 Retail Yes Actual/360 1 360
139 Multifamily Yes Actual/360 2 360
142 Multifamily Yes Actual/360 2 360
143 Retail Yes Actual/360 1 360
145 Retail Yes Actual/360 1 360
146 Retail Yes Actual/360 1 360
147 Multifamily Yes Actual/360 2 360
148 Retail Yes Actual/360 1 360
149 Retail Yes Actual/360 1 360
150 Retail Yes Actual/360 1 360
151 Retail Yes Actual/360 1 360
152 Retail Yes Actual/360 1 360
153 Retail Yes Actual/360 1 360
155 Retail Yes Actual/360 1 360
156 Retail Yes Actual/360 1 360
157 Retail Yes Actual/360 1 360
158 Multifamily Yes Actual/360 2 360
159 Retail Yes Actual/360 1 360
160 Multifamily Yes Actual/360 2 360
161 Retail Yes Actual/360 1 360
163 Multifamily Yes Actual/360 2 000
XXXXXXX X-0
XXXXXXX XXX XXXXXXXX LOAN SCHEDULE
JPMCC 2007-LDP12
Mortgage Loan Schedule (Natixis Commercial Mortgage Funding, LLC)
Originator/Loan
Loan # Seller Mortgagor Name Property Address
------ --------------- ---------------------------------------- ----------------------------- --------------------------
12 NATIXIS Natixis Commercial Mortgage Funding, LLC WDW Owner LLC Various
12.01 NATIXIS 0000 Xxxxxxxx Xxxxx Xxxxx
12.02 NATIXIS 0000 Xxxxxxxx Xxxxx Xxxxx
13 NATIXIS Natixis Commercial Mortgage Funding, LLC 150 Owner LLC 000 Xxxx Xxxx Xxxxxx
26 NATIXIS Natixis Commercial Mortgage Funding, LLC MIL Owner LLC 0000 Xxxxxxxx Xxxx
38 NATIXIS Natixis Commercial Mortgage Funding, LLC SHL Owner LLC 000 Xxxxxxxxx Xxxx
55 NATIXIS Natixis Commercial Mortgage Funding, LLC BCK Owner LLC Various
55.01 NATIXIS 000 Xxxxxxxx Xxxx Beach
55.02 NATIXIS 000 Xxxxxxxx Xxxx
57 NATIXIS Natixis Commercial Mortgage Funding, LLC SWD Owner LLC 0000 Xxxxxxxxx Xxx
60 NATIXIS Natixis Commercial Mortgage Funding, LLC DP35, LLC, 801-444 LLC 000 X. Xxx Xxxx Xxxxx Xxxx
93 NATIXIS Natixis Commercial Mortgage Funding, LLC Darshanee, LLC 0000 Xxxxxxx Xxxxx Xxxx
138 NATIXIS Natixis Commercial Mortgage Funding, LLC Legends of Delta Lambda, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxx
144 NATIXIS Natixis Commercial Mortgage Funding, LLC DP 34, LLC 0 Xxxxxxxx Xxxxxxxxx
Interest
Loan # City State Zip Code County Property Name Size Measure Rate (%)
------ ----------------- ----- -------- ------------ ---------------------------- ------ ----------- -------------
12 Xxxxxxxxxx XX 00000 Xxxxxx St. Xxx - Windward Plaza 335498 Square Feet 6.08000
12.01 Xxxxxxxxxx XX 00000 Xxxxxx 300 Windward 203248 Square Feet 6.0800
12.02 Xxxxxxxxxx XX 00000 Xxxxxx 100 Windward 132250 Square Feet 6.0800
13 Norfolk VA 23510 Xxxxxxx Xxxx Xx. Xxx - 000 X. Xxxx 000000 Square Feet 6.26000
26 Xxxxxxx XX 00000 Orange St. Xxx - Millenia Park One 155888 Square Feet 6.08000
38 Xxxxxxxx XX 00000 Orange St. Xxx - Southhall Center 159384 Square Feet 6.08000
00 Xxxxxx Xxxx Xxxxx XX 00000 Xxx Xx. Xxx - Xxxxxxxx 00000 Square Feet 6.08000
55.01 Panama Xxxx Xxxxx XX 00000 Bay Xxxxxxxx One 33739 Square Feet 6.0800
55.02 Panama Xxxx Xxxxx XX 00000 Bay Xxxxxxxx Two 00000 Xxxxxx Xxxx 0.0000
00 Xxxxxxxxxxx XX 00000 Xxxx St. Xxx - Xxxxxxxxx One 88716 Square Feet 6.08000
60 Xxxxxxxx XX 00000 Xxxxxxxxxxx 000 Xxx Xxxx Xxxxx Xxxx 115800 Square Feet 6.45000
93 Xxxxxxxx XX 00000 Richland Comfort Suites Garners Ferry 67 Rooms 5.75000
138 Xxxxxxxxxxx XX 00000 Xxxx 0000 Xxxxxxxx Xxxxx Xxxxxx 30 Units 6.43000
144 Xxxxxxxx XX 00000 Dutchess 0 Xxxxxxxx Xxxxxxxxx 5400 Square Feet 6.66500
Net Mortgage
Loan # Interest Rate Original Balance Cutoff Balance Term Rem. Term Maturity/ARD Date Amort. Term Rem. Amort.
------ ------------ ---------------- -------------- ---- --------- ----------------- ----------- -----------
12 6.05923 47,634,792 47,634,792 120 119 07/05/17 360 360
12.01 31,062,688 31,062,688 120 119 07/05/17 360 360
12.02 16,572,104 16,572,104 120 119 07/05/17 360 360
13 6.23923 46,948,014 46,948,014 120 120 09/05/17 360 360
26 6.05923 27,996,592 27,996,592 120 119 07/05/17 360 360
38 6.05923 17,890,061 17,890,061 120 119 07/05/17 360 360
55 6.05923 12,471,934 12,471,934 120 119 07/05/17 360 360
55.01 6,662,027 6,662,027 120 119 07/05/17 360 360
55.02 5,809,907 5,809,907 120 119 07/05/17 360 360
57 6.05923 11,956,853 11,956,853 120 119 07/05/17 360 360
60 6.42923 11,340,000 11,340,000 120 119 07/11/17 360 360
93 5.71923 6,100,000 6,073,711 120 118 06/03/17 240 238
138 6.40923 2,500,000 2,500,000 120 120 08/05/17 360 360
144 6.64423 1,850,000 1,850,000 60 60 08/11/12 300 300
Monthly Debt Servicing ARD Step
Loan # Service Fee Rate Accrual Type ARD (Y/N) Up (%) Title Type Crossed Loan Guarantor
------ ------------ ---------- ------------ --------- -------- ---------- ------------ ----------------------------
12 288,049 0.02000 Actual/360 No Fee Eola Capital LLC
12.01 Actual/360 No Fee
12.02 Actual/360 No Fee
13 289,372 0.02000 Actual/360 No Fee Eola Capital LLC
26 169,296 0.02000 Actual/360 No Fee Eola Capital LLC
38 108,182 0.02000 Actual/360 No Fee Eola Capital LLC
55 75,418 0.02000 Actual/360 No Fee Eola Capital LLC
55.01 Actual/360 No Fee
55.02 Actual/360 No Fee
57 72,304 0.02000 Actual/360 No Fee Eola Capital LLC
60 71,304 0.02000 Actual/360 No Fee Xxxxx X. Diamond
93 42,827 0.03000 Actual/360 No Fee T.N. Xxxxx and Xxxxxx Xxxxxx
138 15,687 0.02000 Actual/360 No Leasehold Xxxxx Xxxxxxx
144 12,683 0.02000 Actual/360 No Fee Xxxxx X. Diamond
UPFRONT ESCROW
-------------------------------------------------------------------------------------------------------------
Letter of Upfront CapEx Upfront Eng. Upfront Envir. Upfront TI/LC Upfront RE Tax Upfront Ins. Upfront Other
Loan # Credit Reserve Reserve Reserve Reserve Reserve Reserve Reserve
------ --------- ------------- ------------ -------------- ------------- -------------- ------------ -------------
12 No 141,680.00 0.00 0.00 1,250,000.00 405,989.64 22,090.89 1,766,050.00
12.01
12.02
13 No 58,336.00 0.00 0.00 1,105,000.00 98,883.34 15,678.00 81,685.80
26 No 50,430.00 0.00 6,250.00 970,000.00 232,086.67 23,061.33 5,496.23
38 No 76,770.00 0.00 0.00 825,000.00 146,080.00 21,086.43 12,907.00
55 No 118,015.00 0.00 0.00 425,000.00 49,192.83 15,846.26 0.00
55.01
55.02
57 No 66,620.00 0.00 0.00 500,000.00 119,667.66 21,829.70 0.00
60 No 0.00 2,500.00 625.00 0.00 47,040.00 4,210.50 0.00
93 No 0.00 0.00 0.00 0.00 35,041.00 26,442.15 28,260.64
138 No 0.00 0.00 0.00 0.00 0.00 2,972.00 0.00
144 No 0.00 0.00 625.00 0.00 0.00 496.00 0.00
MONTHLY ESCROW
----------------------------------------------------------------------------------------------
Monthly Capex Monthly Envir. Monthly TI/LC Monthly RE Tax Monthly Ins. Monthly Lockbox
Loan # Reserve Reserve Reserve Reserve Reserve Other Reserve Grace Period In-place
------ ------------- -------------- ------------- -------------- ------------ ------------- ------------ -------
12 4634.56 0.00 0.00 45109.96 0.00 0.00 0 Yes
12.01 0
12.02 0
13 2778.58 0.00 0.00 32961.11 0.00 0.00 0 Yes
26 1947.34 0.00 0.00 29010.83 0.00 0.00 0 Yes
38 1992.30 0.00 0.00 18260.00 0.00 0.00 0 Yes
55 838.85 0.00 0.00 6149.10 0.00 0.00 0 Yes
55.01 0
55.02 0
57 1113.24 0.00 0.00 14958.46 0.00 0.00 0 Yes
60 965.00 0.00 0.00 11760.00 0.00 0.00 0 No
93 5812.00 0.00 0.00 5840.19 988.00 2425.70 0 No
138 750.00 0.00 0.00 0.00 2972.00 0.00 0 No
144 85.50 0.00 675.00 2490.12 0.00 0.00 0 Yes
Remaining
Interest Final Amoritization
Defeasance Accrual Maturity Term for
Loan # Property Type Permitted Period Loan Group Date Balloon Loans
------ ------------- ---------- ---------- ---------- -------- -------------
12 Office Yes Actual/360 1 360
12.01 Office Actual/360 1 360
12.02 Office Actual/360 1 360
13 Office Yes Actual/360 1 360
26 Office Yes Actual/360 1 360
38 Office Yes Actual/360 1 360
55 Office Yes Actual/360 1 360
55.01 Office Actual/360 1 360
55.02 Office Actual/360 1 360
57 Office Yes Actual/360 1 360
60 Industrial Yes Actual/360 1 360
93 Hotel No Actual/360 1 240
138 Multifamily Yes Actual/360 2 360
144 Retail Yes Actual/360 1 300
EXHIBIT B
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
(1) No Mortgage Loan is 30 days or more delinquent in payment of
principal and interest (without giving effect to any applicable grace period in
the related Mortgage Note) and no Mortgage Loan has been 30 days or more
(without giving effect to any applicable grace period in the related Mortgage
Note) past due.
(2) Except with respect to the ARD Loans, which provide that the
rate at which interest accrues thereon increases after the Anticipated Repayment
Date, the Mortgage Loans (exclusive of any default interest, late charges or
prepayment premiums) are fixed rate mortgage loans with terms to maturity, at
origination or as of the most recent modification, as set forth in the Mortgage
Loan Schedule.
(3) The information pertaining to each Mortgage Loan set forth on
the Mortgage Loan Schedule is true and correct in all material respects as of
the Cut-off Date.
(4) At the time of the assignment of the Mortgage Loans to the
Purchaser, the Seller had good and marketable title to and was the sole owner
and holder of, each Mortgage Loan, free and clear of any pledge, lien,
encumbrance or security interest (subject to certain agreements regarding
servicing as provided in the Pooling and Servicing Agreement, subservicing
agreements permitted thereunder and that certain Servicing Rights Purchase
Agreement, dated as of the Closing Date between the applicable Master Servicer
and Seller) and such assignment validly and effectively transfers and conveys
all legal and beneficial ownership of the Mortgage Loans to the Purchaser free
and clear of any pledge, lien, encumbrance or security interest (subject to
certain agreements regarding servicing as provided in the Pooling and Servicing
Agreement, subservicing agreements permitted thereunder and that certain
Servicing Rights Purchase Agreement, dated as of the Closing Date between the
applicable Master Servicer and Seller).
(5) In respect of each Mortgage Loan, (A) in reliance on public
documents or certified copies of the incorporation or partnership or other
entity documents, as applicable, delivered in connection with the origination of
such Mortgage Loan, the related Mortgagor is an entity organized under the laws
of a state of the United States of America, the District of Columbia or the
Commonwealth of Puerto Rico and (B) as of the origination date, the Seller
(based on customary due diligence) had no knowledge, and since the origination
date, the Seller has no actual knowledge, that the related Mortgagor is a debtor
in any bankruptcy, receivership, conservatorship, reorganization, insolvency,
moratorium or similar proceeding.
(6) Each Mortgage Loan is secured by the related Mortgage which
establishes and creates a valid and subsisting first priority lien on the
related Mortgaged Property, or leasehold interest therein, comprising real
estate, free and clear of any liens, claims, encumbrances, participation
interests, pledges, charges or security interests subject only to Permitted
Encumbrances. Such Mortgage, together with any separate security agreement, UCC
Financing Statement or similar agreement, if any, establishes and creates a
first priority security interest in favor of the Seller in all personal property
owned by the Mortgagor that is used in, and is reasonably necessary to, the
operation of the related Mortgaged Property and, to the extent a security
interest may be created therein and perfected by the filing of a UCC Financing
Statement under the Uniform Commercial Code as in effect in the relevant
jurisdiction, the proceeds arising from the Mortgaged Property and other
collateral securing such Mortgage Loan, subject only to Permitted Encumbrances.
There exists with respect to such Mortgaged Property an assignment of leases and
rents provision, either as part of the related Mortgage or as a separate
document or instrument, which establishes and creates a first priority security
interest in and to leases and rents arising in respect of the related Mortgaged
Property, subject only to Permitted Encumbrances. Except for the holder of the
Companion Loan with respect to the AB Mortgage Loans, to the Seller's knowledge,
no person other than the related Mortgagor and the mortgagee own any interest in
any payments due under the related leases. The related Mortgage or such
assignment of leases and rents provision provides for the appointment of a
receiver for rents or allows the holder of the related Mortgage to enter into
possession of the related Mortgaged Property to collect rent or provides for
rents to be paid directly to the holder of the related Mortgage in the event of
a default beyond applicable notice and grace periods, if any, under the related
Mortgage Loan documents. As of the origination date, there were, and, to the
Seller's actual knowledge as of the Closing Date, there are, no mechanics' or
other similar liens or claims which have been filed for work, labor or materials
affecting the related Mortgaged Property which are or may be prior or equal to
the lien of the Mortgage, except those that are bonded or escrowed for or which
are insured against pursuant to the applicable Title Insurance Policy (as
defined below) and except for Permitted Encumbrances. No (a) Mortgaged Property
secures any mortgage loan not represented on the Mortgage Loan Schedule other
than a Companion Loan, (b) Mortgage Loan is cross-collateralized or
cross-defaulted with any other mortgage loan, other than a Mortgage Loan listed
on the Mortgage Loan Schedule or a Companion Loan, or (c) Mortgage Loan is
secured by property that is not a Mortgaged Property. Notwithstanding the
foregoing, no representation is made as to the perfection of any security
interest in rent, operating revenues or other personal property to the extent
that possession or control of such items or actions other than the recordation
of the Mortgage or the Assignment of Leases and Rents or the filing of UCC
Financing Statements are required in order to effect such perfection.
(7) The related Mortgagor under each Mortgage Loan has good and
indefeasible fee simple or, with respect to those Mortgage Loans described in
clause (20) hereof, leasehold title to the related Mortgaged Property comprising
real estate subject to any Permitted Encumbrances.
(8) The Seller has received an American Land Title Association
(ALTA) lender's title insurance policy or a comparable form of lender's title
insurance policy (or escrow instructions binding on the Title Insurer (as
defined below) and irrevocably obligating the Title Insurer to issue such title
insurance policy or a title policy commitment or pro-forma "marked up" at the
closing of the related Mortgage Loan and countersigned or otherwise approved by
the Title Insurer or its authorized agent) as adopted in the applicable
jurisdiction (the "Title Insurance Policy"), which was issued by a nationally
recognized title insurance company (the "Title Insurer") qualified to do
business in the jurisdiction where the applicable Mortgaged Property is located
(unless such jurisdiction is the State of Iowa), covering the portion of each
Mortgaged Property comprised of real estate and insuring that the related
Mortgage is a valid first lien in the original principal amount of the related
Mortgage Loan on the Mortgagor's fee simple interest (or, if applicable,
leasehold interest) in such Mortgaged Property comprised of real estate, subject
only to Permitted Encumbrances. Such Title Insurance Policy was issued in
connection with the origination of the related Mortgage Loan. No claims have
been made under such Title Insurance Policy. Such Title Insurance Policy is in
full force and effect and all premiums thereon have been paid and will provide
that the insured includes the owner of the Mortgage Loan and its successors
and/or assigns. No holder of the related Mortgage has done, by act or omission,
anything that would, and the Seller has no actual knowledge of any other
circumstance that would, impair the coverage under such Title Insurance Policy.
(9) The related Assignment of Mortgage and the related assignment of
the Assignment of Leases and Rents executed in connection with each Mortgage, if
any, have been recorded in the applicable jurisdiction (or, if not recorded,
have been submitted for recording or are in recordable form (but for the
insertion of the name and address of the assignee and any related recording
information which is not yet available to the Seller)) and constitute the legal,
valid and binding assignment of such Mortgage and the related Assignment of
Leases and Rents from the Seller to the Purchaser. The endorsement of the
related Mortgage Note by the Seller constitutes the legal, valid, binding and
enforceable (except as such enforcement may be limited by anti-deficiency laws
or bankruptcy, receivership, conservatorship, reorganization, insolvency,
moratorium or other similar laws affecting the enforcement of creditors' rights
generally, and by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law)) assignment of
such Mortgage Note, and together with such Assignment of Mortgage and the
related assignment of Assignment of Leases and Rents, legally and validly
conveys all right, title and interest in such Mortgage Loan and Mortgage Loan
documents to the Purchaser.
(10) (a) The Mortgage Loan documents for each Mortgage Loan provide
that such Mortgage Loan is non-recourse to the related parties thereto except
that the related Mortgagor and at least one individual or entity shall be fully
liable for actual losses, liabilities, costs and damages arising from certain
acts of the related Mortgagor and/or its principals specified in the related
Mortgage Loan documents, which acts generally include the following: (i) fraud
or intentional material misrepresentation, (ii) misapplication or
misappropriation of rents, insurance proceeds or condemnation awards, (iii)
either (x) any act of actual waste by or (y) damage or destruction to the
Mortgaged Property caused by the acts or omissions of the borrower, its agents,
employees or contractors, and (iv) any breach of the environmental covenants
contained in the related Mortgage Loan documents.
(b) The Mortgage Loan documents for each Mortgage Loan contain
enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the practical realization against the
Mortgaged Property of the principal benefits of the security intended to
be provided thereby, including realization by judicial or, if applicable,
non judicial foreclosure, and there is no exemption available to the
related Mortgagor which would interfere with such right of foreclosure
except any statutory right of redemption or as may be limited by
anti-deficiency or one form of action laws or by bankruptcy, receivership,
conservatorship, reorganization, insolvency, moratorium or other similar
laws affecting the enforcement of creditors' rights generally, and by
general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law).
(c) Each of the related Mortgage Notes and Mortgages are the legal,
valid and binding obligations of the related Mortgagor named on the
Mortgage Loan Schedule and each of the other related Mortgage Loan
documents is the legal, valid and binding obligation of the parties
thereto (subject to any non recourse provisions therein), enforceable in
accordance with its terms, except as such enforcement may be limited by
anti-deficiency or one form of action laws or bankruptcy, receivership,
conservatorship, reorganization, insolvency, moratorium or other similar
laws affecting the enforcement of creditors' rights generally, and by
general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law), and except that certain
provisions of such Mortgage Loan documents are or may be unenforceable in
whole or in part under applicable state or federal laws, but the inclusion
of such provisions does not render any of the Mortgage Loan documents
invalid as a whole, and such Mortgage Loan documents taken as a whole are
enforceable to the extent necessary and customary for the practical
realization of the principal rights and benefits afforded thereby.
(d) The terms of the Mortgage Loans or the related Mortgage Loan
documents, have not been altered, impaired, modified or waived in any
material respect, except prior to the Cut-off Date by written instrument
duly submitted for recordation, to the extent required, and as
specifically set forth in the related Mortgage File.
(e) With respect to each Mortgage which is a deed of trust, a
trustee, duly qualified under applicable law to serve as such, currently
so serves and is named in the deed of trust or may be substituted in
accordance with applicable law, and no fees or expenses are or will become
payable to the trustee under the deed of trust, except in connection with
a trustee's sale after default by the Mortgagor and de minimis fees paid
in connection with the release of the related Mortgaged Property or
related security for such Mortgage Loan following payment of such Mortgage
Loan in full.
(11) Except by a written instrument that has been delivered to the
Purchaser as a part of the related Mortgage File with respect to any immaterial
releases of the Mortgaged Property, no Mortgage Loan has been satisfied,
canceled, subordinated, released or rescinded, in whole or in part, and the
related Mortgagor has not been released, in whole or in part, from its
obligations under any related Mortgage Loan document.
(12) Except with respect to the enforceability of any provisions
requiring the payment of default interest, late fees, additional interest,
prepayment premiums or yield maintenance charges, neither the Mortgage Loan nor
any of the related Mortgage Loan documents is subject to any right of
rescission, set off, abatement, diminution, valid counterclaim or defense,
including the defense of usury, nor will the operation of any of the terms of
any such Mortgage Loan documents, or the exercise (in compliance with procedures
permitted under applicable law) of any right thereunder, render any Mortgage
Loan documents subject to any right of rescission, set off, abatement,
diminution, valid counterclaim or defense, including the defense of usury
(subject to anti-deficiency or one form of action laws and to bankruptcy,
receivership, conservatorship, reorganization, insolvency, moratorium or other
similar laws affecting the enforcement of creditor's rights generally and to
general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law)), and no such right of
rescission, set off, abatement, diminution, valid counterclaim or defense has
been asserted with respect thereto. None of the Mortgage Loan documents provides
for a release of a portion of the Mortgaged Property from the lien of the
Mortgage except upon payment or defeasance in full of all obligations under the
Mortgage, provided that, notwithstanding the foregoing, certain of the Mortgage
Loans may allow partial release (a) upon payment or defeasance of an Allocated
Loan Amount which may be formula based, but in no event less than 125% of the
Allocated Loan Amount, or (b) in the event the portion of the Mortgaged Property
being released was not given any material value in connection with the
underwriting or appraisal of the related Mortgage Loan.
(13) As of the Closing Date, there is no payment default, after
giving effect to any applicable notice and/or grace period, and, to the Seller's
knowledge, as of the Closing Date, there is no other material default under any
of the related Mortgage Loan documents, after giving effect to any applicable
notice and/or grace period; no such material default or breach has been waived
by the Seller or on its behalf or, to the Seller's knowledge, by the Seller's
predecessors in interest with respect to the Mortgage Loans; and, to the
Seller's actual knowledge, no event has occurred which, with the passing of time
or giving of notice would constitute a material default or breach; provided,
however, that the representations and warranties set forth in this sentence do
not cover any default, breach, violation or event of acceleration that
specifically pertains to or arises out of any subject matter otherwise covered
by any other representation or warranty made by the Seller in this Exhibit B. No
Mortgage Loan has been accelerated and no foreclosure proceeding or power of
sale proceeding has been initiated under the terms of the related Mortgage Loan
documents. The Seller has not waived any material claims against the related
Mortgagor under any non-recourse exceptions contained in the Mortgage Note.
(14) (a) The principal amount of the Mortgage Loan stated on the
Mortgage Loan Schedule has been fully disbursed as of the Closing Date (except
for certain amounts that were fully disbursed by the mortgagee, but were
escrowed pursuant to the terms of the related Mortgage Loan documents) and there
are no future advances required to be made by the mortgagee under any of the
related Mortgage Loan documents. Any requirements under the related Mortgage
Loan documents regarding the completion of any on-site or off-site improvements
and to disbursements of any escrow funds therefor have been or are being
complied with or such escrow funds are still being held. The value of the
Mortgaged Property relative to the value reflected in the most recent appraisal
thereof is not materially impaired by any improvements which have not been
completed. The Seller has not, nor, to the Seller's knowledge, have any of its
agents or predecessors in interest with respect to the Mortgage Loan, in respect
of payments due on the related Mortgage Note or Mortgage, directly or
indirectly, advanced funds or induced, solicited or knowingly received any
advance of funds by a party other than the Mortgagor other than (a) interest
accruing on such Mortgage Loan from the date of such disbursement of such
Mortgage Loan to the date which preceded by thirty (30) days the first payment
date under the related Mortgage Note and (b) application and commitment fees,
escrow funds, points and reimbursements for fees and expenses, incurred in
connection with the origination and funding of the Mortgage Loan.
(b) No Mortgage Loan has capitalized interest included in its
principal balance, or provides for any shared appreciation rights or other
equity participation therein and no contingent or additional interest
contingent on cash flow or negative amortization (other than with respect
to the deferment of payment with respect to ARD Loans) is due thereon.
(c) Each Mortgage Loan identified in the Mortgage Loan Schedule as
an ARD Loan starts to amortize no later than the Due Date of the calendar
month immediately after the calendar month in which such ARD Loan closed
and substantially fully amortizes over its stated term, which term is at
least 60 months after the related Anticipated Repayment Date. Each ARD
Loan has an Anticipated Repayment Date not less than seven years following
the origination of such Mortgage Loan. If the related Mortgagor elects not
to prepay its ARD Loan in full on or prior to the Anticipated Repayment
Date pursuant to the existing terms of the Mortgage Loan or a unilateral
option (as defined in Treasury Regulations under Section 1001 of the Code)
in the Mortgage Loan exercisable during the term of the Mortgage Loan, (i)
the Mortgage Loan's interest rate will step up to an interest rate per
annum as specified in the related Mortgage Loan documents; provided,
however, that payment of such Excess Interest shall be deferred until the
principal of such ARD Loan has been paid in full; (ii) all or a
substantial portion of the Excess Cash Flow (which is net of certain costs
associated with owning, managing and operating the related Mortgaged
Property) collected after the Anticipated Repayment Date shall be applied
towards the prepayment of such ARD Loan and once the principal balance of
an ARD Loan has been reduced to zero all Excess Cash Flow will be applied
to the payment of accrued Excess Interest; and (iii) if the property
manager for the related Mortgaged Property can be removed by or at the
direction of the mortgagee on the basis of a debt service coverage test,
the subject debt service coverage ratio shall be calculated without taking
account of any increase in the related Mortgage Interest Rate on such
Mortgage Loan's Anticipated Repayment Date. No ARD Loan provides that the
property manager for the related Mortgaged Property can be removed by or
at the direction of the mortgagee solely because of the passage of the
related Anticipated Repayment Date.
(d) Each Mortgage Loan identified in the Mortgage Loan Schedule as
an ARD Loan with a hard lockbox requires that tenants at the related
Mortgaged Property shall (and each Mortgage Loan identified in the
Mortgage Loan Schedule as an ARD Loan with a springing lockbox requires
that tenants at the related Mortgaged Property shall, upon the occurrence
of a specified trigger event, including, but not limited to, the
occurrence of the related Anticipated Repayment Date) make rent payments
into a lockbox controlled by the holder of the Mortgage Loan and to which
the holder of the Mortgage Loan has a first perfected security interest;
provided, however, with respect to each ARD Loan which is secured by a
multi-family property with a hard lockbox, or with respect to each ARD
Loan which is secured by a multi-family property with a springing lockbox,
upon the occurrence of a specified trigger event, including, but not
limited to, the occurrence of the related Anticipated Repayment Date,
tenants either pay rents to a lockbox controlled by the holder of the
Mortgage Loan or deposit rents with the property manager who will then
deposit the rents into a lockbox controlled by the holder of the Mortgage
Loan.
(15) The terms of the Mortgage Loan documents evidencing such
Mortgage Loan comply in all material respects with all applicable local, state
and federal laws and regulations, and the Seller has complied with all material
requirements pertaining to the origination of the Mortgage Loans, including but
not limited to, usury and any and all other material requirements of any
federal, state or local law to the extent non-compliance would have a material
adverse effect on the Mortgage Loan.
(16) To the Seller's knowledge and subject to clause (37) hereof, as
of the date of origination of the Mortgage Loan, based on inquiry customary in
the industry, the related Mortgaged Property was, and to the Seller's actual
knowledge and subject to clause (37) hereof, as of the Closing Date, the related
Mortgaged Property is, in all material respects, in compliance with, and is used
and occupied in accordance with, all restrictive covenants of record applicable
to such Mortgaged Property and applicable zoning laws and all inspections,
licenses, permits and certificates of occupancy required by law, ordinance or
regulation to be made or issued with regard to the Mortgaged Property have been
obtained and are in full force and effect, except to the extent (a) any material
non-compliance with applicable zoning laws is insured by an ALTA lender's title
insurance policy (or binding commitment therefor), or the equivalent as adopted
in the applicable jurisdiction, or a law and ordinance insurance policy, or (b)
the failure to obtain or maintain such inspections, licenses, permits or
certificates of occupancy does not materially impair or materially and adversely
affect the use and/or operation of the Mortgaged Property as it was used and
operated as of the date of origination of the Mortgage Loan or the rights of a
holder of the related Mortgage Loan.
(17) All (a) taxes, water charges, sewer rents, assessments or other
similar outstanding governmental charges and governmental assessments which
became due and owing prior to the Closing Date in respect of the related
Mortgaged Property (excluding any related personal property), and if left
unpaid, would be, or might become, a lien on such Mortgaged Property having
priority over the related Mortgage and (b) insurance premiums or ground rents
which became due and owing prior to the Closing Date in respect of the related
Mortgaged Property (excluding any related personal property), have been paid, or
if disputed, or if such amounts are not delinquent prior to the Closing Date, an
escrow of funds in an amount sufficient (together with escrow payments required
to be made prior to delinquency) to cover such taxes and assessments and any
late charges due in connection therewith has been established. As of the date of
origination, the related Mortgaged Property was one or more separate and
complete tax parcels. For purposes of this representation and warranty, the
items identified herein shall not be considered due and owing until the date on
which interest or penalties would be first payable thereon.
(18) To the Seller's knowledge based on surveys or the Title
Insurance Policy, (i) none of the material improvements that were included for
the purpose of determining the appraised value of the related Mortgaged Property
at the time of the origination of such Mortgage Loan lies outside the boundaries
and building restriction lines of such Mortgaged Property, except to the extent
they are legally nonconforming as contemplated by representation (37) below, and
(ii) no improvements on adjoining properties encroach upon such Mortgaged
Property, except in the case of either (i) or (ii) for (a) immaterial
encroachments which do not materially adversely affect the security intended to
be provided by the related Mortgage or the use, enjoyment, value or
marketability of such Mortgaged Property or (b) encroachments affirmatively
covered by the related Title Insurance Policy. With respect to each Mortgage
Loan, the property legally described in the survey, if any, obtained for the
related Mortgaged Property for purposes of the origination thereof is the same
as the property legally described in the Mortgage.
(19) (a) Except with respect to repairs estimated to cost less than
$5,000 in the aggregate, as of the date of the applicable engineering report
(which was performed within 12 months prior to the Cut-off Date) related to the
Mortgaged Property and, to Seller's knowledge as of the Closing Date, the
related Mortgaged Property is either (i) in good repair, free and clear of any
damage that would materially adversely affect the value of such Mortgaged
Property as security for such Mortgage Loan or the use and operation of the
Mortgaged Property as it was being used or operated as of the origination date
or (ii) escrows in an amount consistent with the standard utilized by the Seller
with respect to similar loans it holds for its own account have been
established, which escrows will in all events be not less than 100% of the
estimated cost of the required repairs. Since the origination date, to the
Seller's actual knowledge, such Mortgaged Property has not been damaged by fire,
wind or other casualty or physical condition that would materially and adversely
affect its value as security for the related Mortgage Loan (including, without
limitation, any soil erosion or subsidence or geological condition), which
damage has not been fully repaired or fully insured, or for which escrows in an
amount consistent with the standard utilized by the Seller with respect to loans
it holds for its own account have not been established.
(b) As of the origination date of such Mortgage Loan and to the
Seller's actual knowledge, as of the Closing Date, there are no
proceedings pending or, to the Seller's actual knowledge, threatened, for
the partial or total condemnation of the relevant Mortgaged Property.
(20) The Mortgage Loans that are identified on Exhibit A as being
secured in whole or in part by a leasehold estate (a "Ground Lease") (except
with respect to any Mortgage Loan also secured by the related fee interest in
the Mortgaged Property) satisfy the following conditions:
(a) such Ground Lease or a memorandum thereof has been or will be
duly recorded; such Ground Lease or other agreement received by the
originator of the Mortgage Loan from the ground lessor, provides that the
interest of the lessee thereunder may be encumbered by the related
Mortgage and does not restrict the use of the related Mortgaged Property
by such lessee, its successors or assigns, in a manner that would
materially and adversely affect the security provided by the Mortgage; as
of the date of origination of the Mortgage Loan, there was no material
change of record in the terms of such Ground Lease with the exception of
written instruments which are part of the related Mortgage File and Seller
has no knowledge of any material change in the terms of such Ground Lease
since the recordation of the related Mortgage, with the exception of
written instruments which are part of the related Mortgage File;
(b) such Ground Lease or such other agreement received by the
originator of the Mortgage Loan from the ground lessor is not subject to
any liens or encumbrances superior to, or of equal priority with, the
related Mortgage, other than the related fee interest and Permitted
Encumbrances and such Ground Lease or such other agreement received by the
originator of the Mortgage Loan from the ground lessor is, and shall
remain, prior to any mortgage or other lien upon the related fee interest
(other than the Permitted Encumbrances) unless a nondisturbance agreement
is obtained from the holder of any mortgage on the fee interest which is
assignable to or for the benefit of the related lessee and the related
mortgagee;
(c) such Ground Lease or other agreement provides that upon
foreclosure of the related Mortgage or assignment of the Mortgagor's
interest in such Ground Lease in lieu thereof, the mortgagee under such
Mortgage is entitled to become the owner of such interest upon notice to,
but without the consent of, the lessor thereunder and, in the event that
such mortgagee (or any of its successors and assigns under the Mortgage)
becomes the owner of such interest, such interest is further assignable by
such mortgagee (or any of its successors and assigns under the Mortgage)
upon notice to such lessor, but without a need to obtain the consent of
such lessor;
(d) such Ground Lease is in full force and effect and no default of
tenant or ground lessor was in existence at origination, or to the
Seller's knowledge, is in existence as of the Closing Date, under such
Ground Lease, nor at origination was, or to the Seller's knowledge, is
there any condition which, but for the passage of time or the giving of
notice, would result in a default under the terms of such Ground Lease;
either such Ground Lease or a separate agreement contains the ground
lessor's covenant that it shall not amend, modify, cancel or terminate
such Ground Lease without the prior written consent of the mortgagee under
such Mortgage and any amendment, modification, cancellation or termination
of the Ground Lease without the prior written consent of the related
mortgagee, or its successors or assigns is not binding on such mortgagee,
or its successor or assigns;
(e) such Ground Lease or other agreement requires the lessor
thereunder to give written notice of any material default by the lessee to
the mortgagee under the related Mortgage, provided that such mortgagee has
provided the lessor with notice of its lien in accordance with the
provisions of such Ground Lease; and such Ground Lease or other agreement
provides that no such notice of default and no termination of the Ground
Lease in connection with such notice of default shall be effective against
such mortgagee unless such notice of default has been given to such
mortgagee and any related Ground Lease or other agreement contains the
ground lessor's covenant that it will give to the related mortgagee, or
its successors or assigns, any notices it sends to the Mortgagor;
(f) either (i) the related ground lessor has subordinated its
interest in the related Mortgaged Property to the interest of the holder
of the Mortgage Loan or (ii) such Ground Lease or other agreement provides
that (A) the mortgagee under the related Mortgage is permitted a
reasonable opportunity to cure any default under such Ground Lease which
is curable, including reasonable time to gain possession of the interest
of the lessee under the Ground Lease, after the receipt of notice of any
such default before the lessor thereunder may terminate such Ground Lease;
(B) in the case of any such default which is not curable by such
mortgagee, or in the event of the bankruptcy or insolvency of the lessee
under such Ground Lease, such mortgagee has the right, following
termination of the existing Ground Lease or rejection thereof by a
bankruptcy trustee or similar party, to enter into a new ground lease with
the lessor on substantially the same terms as the existing Ground Lease;
and (C) all rights of the Mortgagor under such Ground Lease (insofar as it
relates to the Ground Lease) may be exercised by or on behalf of such
mortgagee under the related Mortgage upon foreclosure or assignment in
lieu of foreclosure;
(g) such Ground Lease has an original term (or an original term plus
one or more optional renewal terms that under all circumstances may be
exercised, and will be enforceable, by the mortgagee or its assignee)
which extends not less than 20 years beyond the stated maturity date of
the related Mortgage Loan;
(h) under the terms of such Ground Lease and the related Mortgage,
taken together, any related insurance proceeds will be applied either to
the repair or restoration of all or part of the related Mortgaged
Property, with the mortgagee under such Mortgage or a financially
responsible institution acting as trustee appointed by it, or consented to
by it, or by the lessor having the right to hold and disburse such
proceeds as the repair or restoration progresses (except in such cases
where a provision entitling another party to hold and disburse such
proceeds would not be viewed as commercially unreasonable by a prudent
commercial mortgage lender), or to the payment in whole or in part of the
outstanding principal balance of such Mortgage Loan together with any
accrued and unpaid interest thereon; and
(i) such Ground Lease does not impose any restrictions on subletting
which would be viewed as commercially unreasonable by the Seller; such
Ground Lease contains a covenant (or applicable laws provide) that the
lessor thereunder is not permitted, in the absence of an uncured default,
to disturb the possession, interest or quiet enjoyment of any lessee in
the relevant portion of such Mortgaged Property subject to such Ground
Lease for any reason, or in any manner, which would materially adversely
affect the security provided by the related Mortgage.
(21) (a) Except for those Mortgage Loans set forth on Schedule I
hereto for which a lender's environmental insurance policy was obtained in lieu
of an Environmental Site Assessment, an Environmental Site Assessment relating
to each Mortgaged Property and prepared no earlier than 12 months prior to the
Closing Date was obtained and reviewed by the Seller in connection with the
origination of such Mortgage Loan and a copy is included in the Servicing File.
(b) Such Environmental Site Assessment does not identify, and the
Seller has no actual knowledge of, any adverse circumstances or conditions
with respect to or affecting the Mortgaged Property that would constitute
or result in a material violation of any Environmental Laws, other than
with respect to a Mortgaged Property (i) for which environmental insurance
(as set forth on Schedule II hereto) is maintained, or (ii) which would
require any expenditure greater than 5% of the outstanding principal
balance of such Mortgage Loan to achieve or maintain compliance in all
material respects with any Environmental Laws for which adequate sums, but
in no event less than 125% of the estimated cost as set forth in the
Environmental Site Assessment, were reserved in connection with the
origination of the Mortgage Loan and for which the related Mortgagor has
covenanted to perform, or (iii) as to which the related Mortgagor or one
of its affiliates is currently taking or required to take such actions
(which may be the implementation of an operations and maintenance plan),
if any, with respect to such conditions or circumstances as have been
recommended by the Environmental Site Assessment or required by the
applicable governmental authority, or (iv) as to which another responsible
party not related to the Mortgagor with assets reasonably estimated by the
Seller at the time of origination to be sufficient to effect all necessary
or required remediation identified in a notice or other action from the
applicable governmental authority is currently taking or required to take
such actions, if any, with respect to such regulatory authority's order or
directive, or (v) as to which such conditions or circumstances identified
in the Environmental Site Assessment were investigated further and based
upon such additional investigation, an environmental consultant
recommended no further investigation or remediation, or (vi) as to which a
party with financial resources reasonably estimated to be adequate to cure
the condition or circumstance provided a guaranty or indemnity to the
related Mortgagor or to the mortgagee to cover the costs of any required
investigation, testing, monitoring or remediation, or (vii) as to which
the related Mortgagor or other responsible party obtained a "No Further
Action" letter or other evidence reasonably acceptable to a prudent
commercial mortgage lender that applicable federal, state, or local
governmental authorities had no current intention of taking any action,
and are not requiring any action, in respect of such condition or
circumstance, or (viii) which would not require substantial cleanup,
remedial action or other extraordinary response under any Environmental
Laws reasonably estimated to cost in excess of 5% of the outstanding
principal balance of such Mortgage Loan.
(c) To the Seller's actual knowledge and in reliance upon the
Environmental Site Assessment, except for any Hazardous Materials being
handled in accordance with applicable Environmental Laws and except for
any Hazardous Materials present at such Mortgaged Property for which, to
the extent that an Environmental Site Assessment recommends remediation or
other action, (A) there exists either (i) environmental insurance with
respect to such Mortgaged Property (as set forth on Schedule II hereto) or
(ii) an amount in an escrow account pledged as security for such Mortgage
Loan under the relevant Mortgage Loan documents equal to no less than 125%
of the amount estimated in such Environmental Site Assessment as
sufficient to pay the cost of such remediation or other action in
accordance with such Environmental Site Assessment or (B) one of the
statements set forth in clause (b) above is true, (1) such Mortgaged
Property is not being used for the treatment or disposal of Hazardous
Materials; (2) no Hazardous Materials are being used or stored or
generated for off-site disposal or otherwise present at such Mortgaged
Property other than Hazardous Materials of such types and in such
quantities as are customarily used or stored or generated for off-site
disposal or otherwise present in or at properties of the relevant property
type; and (3) such Mortgaged Property is not subject to any environmental
hazard (including, without limitation, any situation involving Hazardous
Materials) which under the Environmental Laws would have to be eliminated
before the sale of, or which could otherwise reasonably be expected to
adversely affect in more than a de minimis manner the value or
marketability of, such Mortgaged Property.
(d) The related Mortgage or other Mortgage Loan documents contain
covenants on the part of the related Mortgagor requiring its compliance
with any present or future federal, state and local Environmental Laws and
regulations in connection with the Mortgaged Property. The related
Mortgagor (or an affiliate thereof) has agreed to indemnify, defend and
hold the Seller, and its successors and assigns, harmless from and against
any and all losses, liabilities, damages, penalties, fines, expenses and
claims of whatever kind or nature (including attorneys' fees and costs)
imposed upon or incurred by or asserted against any such party resulting
from a breach of the environmental representations, warranties or
covenants given by the related Mortgagor in connection with such Mortgage
Loan.
(e) Each of the Mortgage Loans which is covered by a lender's
environmental insurance policy obtained in lieu of an Environmental Site
Assessment ("In Lieu of Policy") is identified on Schedule I, and each In
Lieu of Policy is in an amount equal to 125% of the outstanding principal
balance of the related Mortgage Loan and has a term ending no sooner than
the maturity date (or, in the case of an ARD Loan, the final maturity
date) of the related Mortgage Loan. All environmental assessments or
updates that were in the possession of the Seller and that relate to a
Mortgaged Property identified on Schedule I as being insured by an In Lieu
of Policy have been delivered to or disclosed to the In Lieu of Policy
carrier issuing such policy prior to the issuance of such policy.
(22) As of the date of origination of the related Mortgage Loan,
and, as of the Closing Date, the Mortgaged Property is covered by insurance
policies providing the coverage described below and the Mortgage Loan documents
permit the mortgagee to require the coverage described below. All premiums with
respect to the Insurance Policies insuring each Mortgaged Property have been
paid in a timely manner or escrowed to the extent required by the Mortgage Loan
documents, and the Seller has not received (1) any notice of non payment of
premiums that has not been cured in a timely manner by the related Mortgagor or
(2) any notice of cancellation or termination of such Insurance Policies. The
relevant Servicing File contains the Insurance Policy required for such Mortgage
Loan or a certificate of insurance for such Insurance Policy. Each Mortgage
requires that the related Mortgaged Property and all improvements thereon are
covered by Insurance Policies providing (a) coverage in the amount of the lesser
of full replacement cost of such Mortgaged Property and the outstanding
principal balance of the related Mortgage Loan (subject to customary
deductibles) for losses sustained by fire and against loss or damage by other
risks and hazards covered by a standard extended coverage insurance policy
providing "special" form coverage in an amount sufficient to prevent the
Mortgagor from being deemed a co-insurer and to provide coverage on a full
replacement cost basis of such Mortgaged Property (in some cases exclusive of
excavations, underground utilities, foundations and footings) with an agreed
amount endorsement to avoid application of any coinsurance provision; such
policies contain a standard mortgage clause naming mortgagee and its successor
in interest as additional insureds or loss payee, as applicable; (b) business
interruption or rental loss insurance in an amount at least equal to (i) 12
months of operations or (ii) in some cases all rents and other amounts
customarily insured under this type of insurance of the Mortgaged Property; (c)
flood insurance (if any portion of the improvements on the Mortgaged Property is
located in an area identified by the Federal Emergency Management Agency
("FEMA"), with respect to certain Mortgage Loans and the Secretary of Housing
and Urban Development with respect to other Mortgage Loans, as having special
flood hazards) in an amount not less than amounts prescribed by FEMA; (d)
workers' compensation, if required by law; (e) comprehensive general liability
insurance in an amount consistent with the standard utilized by the Seller with
respect to loans it holds for its own account, but not less than $1 million; all
such Insurance Policies contain clauses providing they are not terminable and
may not be terminated without thirty (30) days prior written notice to the
mortgagee (except where applicable law requires a shorter period or except for
nonpayment of premiums, in which case not less than ten (10) days prior written
notice to the mortgagee is required). In addition, each Mortgage permits the
related mortgagee to make premium payments to prevent the cancellation thereof
and shall entitle such mortgagee to reimbursement therefor. Any insurance
proceeds in respect of a casualty loss or taking will be applied either to the
repair or restoration of all or part of the related Mortgaged Property or the
payment of the outstanding principal balance of the related Mortgage Loan
together with any accrued interest thereon. The related Mortgaged Property is
insured by an Insurance Policy, issued by an insurer meeting the requirements of
such Mortgage Loan and having a claims-paying or financial strength rating of at
least "A-:V" from A.M. Best Company or "A-" (or the equivalent) from Standard &
Poor's Ratings Services, Fitch, Inc. or Xxxxx'x Investors Service, Inc. An
architectural or engineering consultant has performed an analysis of each of the
Mortgaged Properties located in seismic zones 3 or 4 in order to evaluate the
structural and seismic condition of such property, for the sole purpose of
assessing the probable maximum loss ("PML") for the Mortgaged Property in the
event of an earthquake. In such instance, the PML was based on a return period
of not less than 100 years, an exposure period of 50 years and a 10% probability
of exceedence. If the resulting report concluded that the PML would exceed 20%
of the amount of the replacement costs of the improvements, earthquake insurance
on such Mortgaged Property was obtained by an insurer rated at least "A-:V" by
A.M. Best Company or "A-" (or the equivalent) from Standard & Poor's Ratings
Services, Fitch, Inc. or Xxxxx'x Investors Service, Inc. To the Seller's actual
knowledge, the insurer issuing each of the foregoing insurance policies is
qualified to write insurance in the jurisdiction where the related Mortgaged
Property is located.
(23) All amounts required to be deposited by each Mortgagor at
origination under the related Mortgage Loan documents have been deposited or
have been withheld from the related Mortgage Loan proceeds at origination and
there are no deficiencies with regard thereto.
(24) Whether or not a Mortgage Loan was originated by the Seller, to
the Seller's knowledge, with respect to each Mortgage Loan originated by the
Seller and each Mortgage Loan originated by any Person other than the Seller, as
of the date of origination of the related Mortgage Loan, and, to the Seller's
actual knowledge, with respect to each Mortgage Loan originated by the Seller
and any prior holder of the Mortgage Loan, as of the Closing Date, there are no
actions, suits, arbitrations or governmental investigations or proceedings by or
before any court or other governmental authority or agency now pending against
or affecting the Mortgagor under any Mortgage Loan or any of the Mortgaged
Properties which, if determined against such Mortgagor or such Mortgaged
Property, would materially and adversely affect the value of such Mortgaged
Property, the security intended to be provided with respect to the related
Mortgage Loan, or the ability of such Mortgagor and/or the current use of such
Mortgaged Property to generate net cash flow to pay principal, interest and
other amounts due under the related Mortgage Loan; and to the Seller's actual
knowledge there are no such actions, suits or proceedings threatened against
such Mortgagor.
(25) Each Mortgage Loan complied at origination, in all material
respects, with all of the terms, conditions and requirements of the Seller, or
if the Seller is not the originator, then, to the knowledge of the Seller, the
originator's or the Seller's, underwriting standards applicable to such Mortgage
Loan and since origination, the Mortgage Loan has been serviced in all material
respects in a legal manner in conformance with customary industry standards.
(26) The originator of the Mortgage Loan or the Seller has inspected
or caused to be inspected each related Mortgaged Property within the 12 months
prior to the Closing Date.
(27) The Mortgage Loan documents require the Mortgagor to provide
the holder of the Mortgage Loan with at least annual operating statements,
financial statements and except for Mortgage Loans for which the related
Mortgaged Property is leased to a single tenant, rent rolls.
(28) All escrow deposits and payments required by the terms of each
Mortgage Loan are in the possession, or under the control of the Seller (except
to the extent they have been disbursed for their intended purposes), and all
amounts required to be deposited by the applicable Mortgagor under the related
Mortgage Loan documents have been deposited, and there are no deficiencies with
regard thereto (subject to any applicable notice and cure period). All of the
Seller's interest in such escrows and deposits will be conveyed by the Seller to
the Purchaser hereunder.
(29) No two or more Mortgage Loans representing, in the aggregate,
more than 5% of the aggregate outstanding principal amount of all the mortgage
loans included in the Trust Fund have the same Mortgagor or, to the Seller's
knowledge, are to Mortgagors which are entities controlled by one another or
under common control.
(30) Each Mortgagor with respect to a Mortgage Loan with a principal
balance as of the Cut-off Date in excess of $15,000,000 included in the Trust
Fund is an entity whose organizational documents or related Mortgage Loan
documents provide that it is, and at least so long as the Mortgage Loan is
outstanding will continue to be, a Single Purpose Entity. For this purpose,
"Single Purpose Entity" shall mean a Person, other than an individual, whose
organizational documents or related Mortgage Loan documents provide that it
shall engage solely in the business of owning and operating the Mortgaged
Property and which does not engage in any business unrelated to such property
and the financing thereof, does not have any assets other than those related to
its interest in the Mortgaged Property or the financing thereof or any
indebtedness other than as permitted by the related Mortgage or the other
Mortgage Loan documents, and the organizational documents of which require that
it have its own separate books and records and its own accounts, in each case
which are separate and apart from the books and records and accounts of any
other Person.
(31) The gross proceeds of each Mortgage Loan to the related
Mortgagor at origination did not exceed the non-contingent principal amount of
the Mortgage Loan and either: (a) such Mortgage Loan is secured by an interest
in real property having a fair market value (i) at the date the Mortgage Loan
was originated at least equal to 80% of the original principal balance of the
Mortgage Loan or (ii) at the Closing Date at least equal to 80% of the original
principal balance of the Mortgage Loan on such date; provided that for purposes
hereof, the fair market value of the real property interest must first be
reduced by (A) the amount of any lien on the real property interest that is
senior to the Mortgage Loan and (B) a proportionate amount of any lien that is
in parity with the Mortgage Loan (unless such other lien secures a Mortgage Loan
that is cross-collateralized with such Mortgage Loan, in which event the
computation described in sub-clauses (a)(i) and (a)(ii) of this clause (31)
shall be made on a pro rata basis in accordance with the fair market values of
the Mortgaged Properties securing such cross-collateralized Mortgage Loan); or
(b) substantially all the proceeds of such Mortgage Loan were used to acquire,
improve or protect the real property which served as the only security for such
Mortgage Loan (other than a recourse feature or other third party credit
enhancement within the meaning of Treasury Regulations Section
1.860G-2(a)(1)(ii)). If the Mortgage Loan was "significantly modified" prior to
the Closing Date so as to result in a taxable exchange under Section 1001 of the
Code, it either (x) was modified as a result of the default or reasonably
foreseeable default of such Mortgage Loan or (y) satisfies the provisions of
either sub-clause (a)(i) above (substituting the date of the last such
modification for the date the Mortgage Loan was originated) or sub-clause
(a)(ii), including the proviso thereto. The Mortgage Loan is a "qualified
mortgage" within the meaning of Section 860G(a)(3) of the Code (but without
regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats
certain defective mortgage loans as qualified mortgages). Any prepayment premium
and yield maintenance charges applicable to the Mortgage Loan constitute
"customary prepayment penalties" within the meaning of Treasury Regulations
Section 1.860G-1(b)(2).
(32) Each of the Mortgage Loans contains a "due on sale" clause,
which provides for the acceleration of the payment of the unpaid principal
balance of the Mortgage Loan if, without the prior written consent of the holder
of the Mortgage Loan, the property subject to the Mortgage, or any controlling
interest therein, is directly or indirectly transferred or sold (except that it
may provide for transfers by devise, descent or operation of law upon the death
of a member, manager, general partner or shareholder of a Mortgagor and that it
may provide for transfers subject to the Mortgage Loan holder's approval of
transferee, transfers of worn out or obsolete furnishings, fixtures, or
equipment promptly replaced with property of equivalent value and functionality,
transfers of leases entered into in accordance with the Mortgage Loan documents,
transfers to affiliates, transfers to family members for estate planning
purposes, transfers among existing members, partners or shareholders in
Mortgagors or transfers of passive interests so long as the key principals or
general partner retains control). The Mortgage Loan documents contain a "due on
encumbrance" clause, which provides for the acceleration of the payment of the
unpaid principal balance of the Mortgage Loan if the property subject to the
Mortgage or any controlling interest in the Mortgagor is further pledged or
encumbered, unless the prior written consent of the holder of the Mortgage Loan
is obtained (except that it may provide for assignments subject to the Mortgage
Loan holder's approval of transferee, transfers to affiliates or transfers of
passive interests so long as the key principals or general partner retains
control). The Mortgage or Mortgage Note requires the Mortgagor to pay all
reasonable out-of-pocket fees and expenses associated with securing the consent
or approval of the holder of the Mortgage for a waiver of a "due on sale" or
"due on encumbrance" clause or a defeasance provision. As of the Closing Date,
the Seller holds no preferred equity interest in any Mortgagor and the Seller
holds no mezzanine debt related to such Mortgaged Property.
(33) Except with respect to the AB Mortgage Loans, each Mortgage
Loan is a whole loan and not a participation interest in a mortgage loan.
(34) Each Mortgage Loan containing provisions for defeasance of
mortgage collateral provides that: defeasance may not occur any earlier than two
years after the Closing Date; and requires or provides (i) the replacement
collateral consist of U.S. "government securities," within the meaning of
Treasury Regulations Section 1.860 G-2(a)(8)(i), in an amount sufficient to make
all scheduled payments under the Mortgage Note when due (up to the maturity date
for the related Mortgage Loan, the Anticipated Repayment Date for ARD Loans or
the date on which the Mortgagor may prepay the related Mortgage Loan without
payment of any prepayment penalty); (ii) the loan may be assumed by a Single
Purpose Entity approved by the holder of the Mortgage Loan; (iii) counsel
provide an opinion that the trustee has a perfected security interest in such
collateral prior to any other claim or interest; and (iv) such other documents
and certifications as the mortgagee may reasonably require which may include,
without limitation, (A) a certification that the purpose of the defeasance is to
facilitate the disposition of the mortgaged real property or any other customary
commercial transaction and not to be part of an arrangement to collateralize a
REMIC offering with obligations that are not real estate mortgages and (B) a
certification from an independent certified public accountant that the
collateral is sufficient to make all scheduled payments under the Mortgage Note
when due. Each Mortgage Loan containing provisions for defeasance provides that,
in addition to any cost associated with defeasance, the related Mortgagor shall
pay, as of the date the mortgage collateral is defeased, all scheduled and
accrued interest and principal due as well as an amount sufficient to defease in
full the Mortgage Loan (except as contemplated in clause (35) hereof). In
addition, if the related Mortgage Loan permits defeasance, then the Mortgage
Loan documents provide that the related Mortgagor shall (x) pay all reasonable
fees associated with the defeasance of the Mortgage Loan and all other
reasonable expenses associated with the defeasance, or (y) provide all opinions
required under the related Mortgage Loan documents, and in the case of any
Mortgage Loan with an outstanding principal balance as of the Cut-off Date of
$40,000,000 or greater, (a) a REMIC opinion and (b) rating agency letters
confirming that no downgrade or qualification shall occur as a result of the
defeasance.
(35) In the event that a Mortgage Loan is secured by more than one
Mortgaged Property, then, in connection with a release of less than all of such
Mortgaged Properties, a Mortgaged Property may not be released as collateral for
the related Mortgage Loan unless, in connection with such release, an amount
equal to not less than 125% of the Allocated Loan Amount for such Mortgaged
Property is prepaid or, in the case of a defeasance, an amount equal to not less
than 125% of the Allocated Loan Amount is defeased through the deposit of
replacement collateral (as contemplated in clause (34) hereof) sufficient to
make all scheduled payments with respect to such defeased amount, or such
release is otherwise in accordance with the terms of the Mortgage Loan
documents.
(36) Each Mortgaged Property is owned by the related Mortgagor,
except for Mortgaged Properties which are secured in whole or in a part by a
Ground Lease and for out-parcels, and is used and occupied for commercial or
multifamily residential purposes in accordance with applicable law.
(37) In the event of casualty or destruction of the Mortgaged
Property, any non-conformity with applicable zoning laws as of the origination
date will not prohibit the Mortgaged Property from being restored or repaired in
all material respects, to the use or structure at the time of such casualty,
except for restrictions on its use or rebuildability for which (i) law and
ordinance insurance coverage has been obtained in amounts consistent with the
standards utilized by the Seller or (ii) an ALTA lender's title insurance policy
or the equivalent as adopted in the applicable jurisdiction, insuring against
such non-conformity.
(38) Neither the Seller nor any affiliate thereof has any obligation
to make any capital contributions to the related Mortgagor under the Mortgage
Loan. The Mortgage Loan was not originated for the sole purpose of financing the
construction of incomplete improvements on the related Mortgaged Property.
(39) No court of competent jurisdiction will determine in a final
decree that fraud with respect to the Mortgage Loans has taken place on the part
of the Seller or, to the Seller's actual knowledge, on the part of any
originator, in connection with the origination of such Mortgage Loan.
(40) If the related Mortgage or other Mortgage Loan documents
provide for a grace period for delinquent Monthly Payments, such grace period is
no longer than ten (10) days from the applicable payment date.
(41) The following statements are true with respect to the related
Mortgaged Property: (a) the Mortgaged Property is located on or adjacent to a
dedicated road or has access to an irrevocable easement permitting ingress and
egress and (b) the Mortgaged Property is served by public or private utilities,
water and sewer (or septic facilities) appropriate for the use in which the
Mortgaged Property is currently being utilized.
(42) None of the Mortgage Loan documents contain any provision that
expressly excuses the related borrower from obtaining and maintaining insurance
coverage for acts of terrorism or, in circumstances where terrorism insurance is
not expressly required, the mortgagee is not prohibited from requesting that the
related borrower maintain such insurance, in each case, to the extent such
insurance coverage is generally available for like properties in such
jurisdictions at commercially reasonable rates. Each Mortgaged Property is
insured by a "standard extended coverage" casualty insurance policy that does
not contain an express exclusion for (or, alternatively, is covered by a
separate policy that insures against property damage resulting from) acts of
terrorism.
(43) An appraisal of the related Mortgaged Property was conducted in
connection with the origination of such Mortgage Loan, and such appraisal
satisfied the guidelines in Title XI of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, as in effect on the date such Mortgage
Loan was originated.
(44) Each Mortgaged Property is, and is required pursuant to the
related Mortgage to be, insured by (a) a fire and extended perils insurance
policy providing coverage against loss or damage sustained by reason of fire,
lightning, windstorm, hail, explosion, riot, riot attending a strike, civil
commotion, aircraft, vehicles and smoke, and, (b) to the extent required as of
the date of origination by the originator of such Mortgage Loan consistent with
its capital markets conduit lending practices, against other risks insured
against by persons operating like properties in the locality of the Mortgaged
Property, in each case in an amount not less than the lesser of the principal
balance of the related Mortgage Loan and the replacement cost of the
improvements located at the Mortgaged Property, and not less than the amount
necessary to avoid the operation of any co-insurance provisions with respect to
the Mortgaged Property, and the policy contains no provisions for a deduction
for depreciation.
Defined Terms:
The term "Allocated Loan Amount" shall mean, for each Mortgaged
Property, the portion of principal of the related Mortgage Loan allocated to
such Mortgaged Property for certain purposes (including determining the release
prices of properties, if permitted) under such Mortgage Loan as set forth in the
related loan documents. There can be no assurance, and it is unlikely, that the
Allocated Loan Amounts represent the current values of individual Mortgaged
Properties, the price at which an individual Mortgaged Property could be sold in
the future to a willing buyer or the replacement cost of the Mortgaged
Properties.
The term "Anticipated Repayment Date" shall mean the date on which
all or substantially all of any Excess Cash Flow is required to be applied
toward prepayment of the related Mortgage Loan and on which any such Mortgage
Loan begins accruing Excess Interest.
The term "ARD Loan" shall have the meaning assigned thereto in the
Pooling and Servicing Agreement.
The term "Environmental Site Assessment" shall mean a Phase I
environmental report meeting the requirements of the American Society for
Testing and Materials, and, if in accordance with customary industry standards a
reasonable lender would require it, a Phase II environmental report, each
prepared by a licensed third party professional experienced in environmental
matters.
The term "Excess Cash Flow" shall mean the cash flow from the
Mortgaged Property securing an ARD Loan after payments of interest (at the
Mortgage Interest Rate) and principal (based on the amortization schedule), and
(a) required payments for the tax and insurance fund and ground lease escrows
fund, (b) required payments for the monthly debt service escrows, if any, (c)
payments to any other required escrow funds and (d) payment of operating
expenses pursuant to the terms of an annual budget approved by the applicable
Master Servicer and discretionary (lender approved) capital expenditures.
The term "Excess Interest" shall mean any accrued and deferred
interest on an ARD Loan in accordance with the following terms. Commencing on
the respective Anticipated Repayment Date each ARD Loan (pursuant to its
existing terms or a unilateral option, as defined in Treasury Regulations under
Section 1001 of the Code, in the Mortgage Loans exercisable during the term of
the Mortgage Loan) generally will bear interest at a fixed rate (the "Revised
Rate") per annum equal to the Mortgage Interest Rate plus a percentage specified
in the related Mortgage Loan documents. Until the principal balance of each such
Mortgage Loan has been reduced to zero (pursuant to its existing terms or a
unilateral option, as defined in Treasury Regulations under Section 1001 of the
Code, in the Mortgage Loans exercisable during the term of the Mortgage Loan),
such Mortgage Loan will only be required to pay interest at the Mortgage
Interest Rate and the interest accrued at the excess of the related Revised Rate
over the related Mortgage Interest Rate will be deferred (such accrued and
deferred interest and interest thereon, if any, is "Excess Interest").
The term "in reliance on" shall mean that:
(a) the Seller has examined and relied in whole or in part upon one
or more of the specified documents or other information in connection with
a given representation or warranty;
(b) that the information contained in such document or otherwise
obtained by the Seller appears on its face to be consistent in all
material respects with the substance of such representation or warranty;
(c) the Seller's reliance on such document or other information is
consistent with the standard of care exercised by prudent lending
institutions originating commercial mortgage loans; and
(d) although the Seller is under no obligation to verify
independently the information contained in any document specified as being
relied upon by it, the Seller believes the information contained therein
to be true, accurate and complete in all material respects and has no
actual knowledge of any facts or circumstances which would render reliance
thereon unjustified without further inquiry.
The term "Mortgage Interest Rate" shall mean the fixed rate of
interest per annum that each Mortgage Loan bears as of the Cut-off Date.
The term "Permitted Encumbrances" shall mean:
(a) the lien of current real property taxes, water charges, sewer
rents and assessments not yet delinquent or accruing interest or
penalties;
(b) covenants, conditions and restrictions, rights of way, easements
and other matters of public record acceptable to mortgage lending
institutions generally and referred to in the related mortgagee's title
insurance policy;
(c) other matters to which like properties are commonly subject, and
(d) the rights of tenants, as tenants only, whether under ground
leases or space leases at the Mortgaged Property.
which together do not materially and adversely affect the related
Mortgagor's ability to timely make payments on the related Mortgage Loan,
which do not materially interfere with the benefits of the security
intended to be provided by the related Mortgage or the use, for the use
currently being made, the operation as currently being operated,
enjoyment, value or marketability of such Mortgaged Property, provided,
however, that, for the avoidance of doubt, Permitted Encumbrances shall
exclude all pari passu, second, junior and subordinated mortgages but
shall not exclude mortgages that secure other Mortgage Loans or Companion
Loans that are cross-collateralized with the related Mortgage Loan.
Other. For purposes of these representations and warranties, the
term "to the Seller's knowledge" shall mean that no officer, employee or agent
of the Seller responsible for the underwriting, origination or sale of the
Mortgage Loans or of any servicer responsible for servicing the Mortgage Loan on
behalf of the Seller, believes that a given representation or warranty is not
true or is inaccurate based upon the Seller's reasonable inquiry and during the
course of such inquiry, no such officer, employee or agent of the Seller has
obtained any actual knowledge of any facts or circumstances that would cause
such person to believe that such representation or warranty was inaccurate.
Furthermore, all information contained in documents which are part of or
required to be part of a Mortgage File shall be deemed to be within the Seller's
knowledge. For purposes of these representations and warranties, the term "to
the Seller's actual knowledge" shall mean that an officer, employee or agent of
the Seller responsible for the underwriting, origination and sale of the
Mortgage Loans does not actually know of any facts or circumstances that would
cause such person to believe that such representation or warranty was
inaccurate.
Exhibit A - Ground Leases
--------------------------------------------------------------------------------
Loan Xx. 000 0000 Xxxxxxxx Xxxxx Circle Leasehold
--------------------------------------------------------------------------------
EXHIBIT C
EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES (NATIXIS LOANS)
--------------------------------------------------------------------------------
ALL NATIXIS LOANS, except for Exception
000 Xxxxxxxxxxxxx Xxxxxx Loan
(insurer with AA rating), St.
Joe's - Windward Loan (insurer
with A rating) and St. Joe's -
150 West Main Loan (insurer
with A rating)
--------------------------------------------------------------------------------
Exception to Representation 22 Insurance policies are required to be issued
- Insurance 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 Name: 111 Massachusetts Exception
Avenue [$90,000,000]
--------------------------------------------------------------------------------
Exception to Representation The related loan documents permit the
32-Transfer borrower to incur subordinated indebtedness
secured by a pledge of membership interests
in the borrower, provided that a)
loan-to-value ratio for the Mortgage Loan and
the permitted mezzanine financing is equal to
or less than 85%; b)
debt-service-coverage-ratio for the Mortgage
Loan and the permitted mezzanine financing is
equal to or greater than 1.05 to 1; c) no
default or event of default exists or is
continuing; d) the mezzanine lenders enters
into an intercreditor agreement with the
lender; e) borrower pays all out-of-pocket
expenses by lender and f) if any securities
are outstanding, the rating agency
confirmation is received with respect to such
mezzanine loan.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Loan Name: St. Joe's - Windward Exception
[$47,634,792]
--------------------------------------------------------------------------------
Exception to Representation 32 The related loan documents permit the
Transfer borrower to incur subordinated indebtedness
secured by a pledge of membership interests
in the borrower, provided that a)
loan-to-value ratio for the Mortgage Loan and
the permitted mezzanine financing is equal to
or less than 85%; b) debt-service-coverage
ratio for the Mortgage Loan and the permitted
mezzanine financing is equal to or greater
than 1.10 to 1; c) no default or event of
default exists or is continuing; d) such
mezzanine loan shall be coterminous with the
Mortgage Loan; e) the mezzanine lenders
enters into an intercreditor agreement with
the lender; f) borrower pays all
out-of-pocket expenses by lender and g) if
any securities are outstanding, the rating
agency confirmation is received with respect
to such mezzanine loan.
In addition, the indirect interest in the
borrower and the excess cash flow
distributions (after debt service and
property expenses) received from the
Mortgaged Properties securing the Mortgage
Loans have been pledged to additionally
secure other mortgage financing made to
affiliates of the borrower.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Loan Name: St. Joe's - 150 West Exception
Main [$46,948,014]
--------------------------------------------------------------------------------
Exception to Representation 32 The related loan documents permit the
Transfer borrower to incur subordinated indebtedness
secured by a pledge of membership interests
in the borrower, provided that a)
loan-to-value ratio for the Mortgage Loan and
the permitted mezzanine financing is equal to
or less than 85%; b) debt-service-coverage
ratio for the Mortgage Loan and the permitted
mezzanine financing is equal to or greater
than 1.10 to 1; c) no default or event of
default exists or is continuing; d) such
mezzanine loan shall be coterminous with the
Mortgage Loan; e) the mezzanine lenders
enters into an intercreditor agreement with
the lender; f) borrower pays all
out-of-pocket expenses by lender and g) if
any securities are outstanding, the rating
agency confirmation is received with respect
to such mezzanine loan.
In addition, the indirect interest in the
borrower and the excess cash flow
distributions (after debt service and
property expenses) received from the
Mortgaged Properties securing the Mortgage
Loans have been pledged to additionally
secure other mortgage financing made to
affiliates of the borrower.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Loan Name: Hilton Fort Xxx Exception
Hotel [$33,000,000]
--------------------------------------------------------------------------------
Exception to Representation 32 The related loan documents permit the
Transfer borrower to incur subordinated indebtedness
secured by a pledge of membership interests
in the borrower, provided that a)
loan-to-value ratio for the Mortgage Loan and
the permitted mezzanine financing is equal to
or less than 80%; b) debt-service-coverage
ratio for the Mortgage Loan and the permitted
mezzanine financing is equal to or greater
than 1.35 to 1; c) no default or event of
default exists or is continuing; d) the
mezzanine lenders enters into an
intercreditor agreement with the lender; e)
borrower pays all out-of-pocket expenses by
lender and f) if any securities are
outstanding, the rating agency confirmation
is received with respect to such mezzanine
loan.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Loan Name: Bentley Mall Exception
[$29,000,000]
--------------------------------------------------------------------------------
Exception to Representation 12 A release of a certain parcel is permitted if
- Releases the following circumstances are met: (a) the
underwritten debt service coverage ratio at
the time of such partial release and
immediately thereafter is not less than
1.25:1; (b) the loan-to-value following the
partial release does not exceed seventy
percent (70%); (c) at the time Mortgagor
requests a partial release and at the time
such partial release is consummated, there
exists no continuing event of default; and
(d) Mortgagor delivers to Mortgagee the
allocated loan amount for the release parcel
which allocated loan amount shall be applied
against the debt in accordance with the terms
of the loan agreement.
--------------------------------------------------------------------------------
Exception to Representation 32 The related loan documents permit the
-Transfer borrower to incur subordinated indebtedness
secured by a pledge of membership interests
in the borrower, provided that a)
loan-to-value ratio for the Mortgage Loan and
the permitted mezzanine financing is equal to
or less than 90%; b) debt-service-coverage
ratio for the Mortgage Loan and the permitted
mezzanine financing is equal to or greater
than 1.05 to 1; c) no default or event of
default exists or is continuing; d) the
mezzanine lenders enters into an
intercreditor agreement with the lender; e)
borrower pays a non-refundable $5,000
servicing fee and all out-of-pocket expenses
by lender and f) if any securities are
outstanding, the rating comfort letter is
received with respect to such mezzanine loan.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Loan Name: St. Joe's - Millenia Exception
Park [$27,996,592]
--------------------------------------------------------------------------------
Exception to Representation 32 The related loan documents permit the
- Transfer borrower to incur subordinated indebtedness
secured by a pledge of membership interests
in the borrower, provided that a)
loan-to-value ratio for the Mortgage Loan and
the permitted mezzanine financing is equal to
or less than 85%; b) debt-service-coverage
ratio for the Mortgage Loan and the permitted
mezzanine financing is equal to or greater
than 1.10 to 1; c) no default or event of
default exists or is continuing; d) such
mezzanine loan shall be coterminous with the
Mortgage Loan; e) the mezzanine lenders
enters into an intercreditor agreement with
the lender; f) borrower pays all
out-of-pocket expenses by lender and g) if
any securities are outstanding, the rating
agency confirmation is received with respect
to such mezzanine loan.
In addition, the indirect interest in the
borrower and the excess cash flow
distributions (after debt service and
property expenses) received from the
Mortgaged Properties securing the Mortgage
Loans have been pledged to additionally
secure other mortgage financing made to
affiliates of the borrower.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Loan Name: St. Joe's - Exception
Southhall Center [$17,890,061]
--------------------------------------------------------------------------------
Exception to Representation 32 The related loan documents permit the
Transfer borrower to incur subordinated indebtedness
secured by a pledge of membership interests
in the borrower, provided that a)
loan-to-value ratio for the Mortgage Loan and
the permitted mezzanine financing is equal to
or less than 85%; b) debt-service-coverage
ratio for the Mortgage Loan and the permitted
mezzanine financing is equal to or greater
than 1.10 to 1; c) no default or event of
default exists or is continuing; d) such
mezzanine loan shall be coterminous with the
Mortgage Loan; e) the mezzanine lenders
enters into an intercreditor agreement with
the lender; f) borrower pays all
out-of-pocket expenses by lender and g) if
any securities are outstanding, the rating
agency confirmation is received with respect
to such mezzanine loan.
In addition, the indirect interest in the
borrower and the excess cash flow
distributions (after debt service and
property expenses) received from the
Mortgaged Properties securing the Mortgage
Loans have been pledged to additionally
secure other mortgage financing made to
affiliates of the borrower.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Loan Name: St. Joe's - Exception
Xxxxxxxx I and II [$12,471,934]
--------------------------------------------------------------------------------
Exception to Representation 32 The related loan documents permit the
-Transfer borrower to incur subordinated indebtedness
secured by a pledge of membership interests
in the borrower, provided that a)
loan-to-value ratio for the Mortgage Loan and
the permitted mezzanine financing is equal to
or less than 85%; b) debt-service-coverage
ratio for the Mortgage Loan and the permitted
mezzanine financing is equal to or greater
than 1.10 to 1; c) no default or event of
default exists or is continuing; d) such
mezzanine loan shall be coterminous with the
Mortgage Loan; e) the mezzanine lenders
enters into an intercreditor agreement with
the lender; f) borrower pays all
out-of-pocket expenses by lender and g) if
any securities are outstanding, the rating
agency confirmation is received with respect
to such mezzanine loan.
In addition, the indirect interest in the
borrower and the excess cash flow
distributions (after debt service and
property expenses) received from the
Mortgaged Properties securing the Mortgage
Loans have been pledged to additionally
secure other mortgage financing made to
affiliates of the borrower.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Loan Name: St. Joe's - Exception
Southwood [$11,956,853]
--------------------------------------------------------------------------------
Exception to Representation 32 The related loan documents permit the
Transfer borrower to incur subordinated indebtedness
secured by a pledge of membership interests
in the borrower, provided that a)
loan-to-value ratio for the Mortgage Loan and
the permitted mezzanine financing is equal to
or less than 85%; b) debt-service-coverage
ratio for the Mortgage Loan and the permitted
mezzanine financing is equal to or greater
than 1.10 to 1; c) no default or event of
default exists or is continuing; d) such
mezzanine loan shall be coterminous with the
Mortgage Loan; e) the mezzanine lenders
enters into an intercreditor agreement with
the lender; f) borrower pays all
out-of-pocket expenses by lender and g) if
any securities are outstanding, the rating
agency confirmation is received with respect
to such mezzanine loan.
In addition, the indirect interest in the
borrower and the excess cash flow
distributions (after debt service and
property expenses) received from the
Mortgaged Properties securing the Mortgage
Loans have been pledged to additionally
secure other mortgage financing made to
affiliates of the borrower.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Loan Name: Stockbridge Plaza Exception
[$10,500,000]
--------------------------------------------------------------------------------
Exception to Representation 12- The related loan documents permit the
Releases borrower to obtain the release of a parcel
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; (iii) payment of the
greater of (a) $3,450,000 and (b) 100% of the
net sale proceeds to a maximum of $4,000,000;
(iv) after giving effect to such partial
release, the debt service coverage ratio is
not less than the greater of (a) the debt
service coverage ratio immediately preceding
such partial release and (b) the debt service
coverage ratio as of the date of closing of
the partial release and (v) after giving
effect to such partial release, the
loan-to-value ratio is not less than the
greater of (a) the loan-to-value ratio
immediately preceding such partial release
and (b) the loan-to-value ratio as of the
date of closing of the partial release.
--------------------------------------------------------------------------------
Exception to Representation 21 The Phase I Environmental Report and the
- Environmental Assessment Engineering Report were issued on 7/07/06,
more than a year prior to the Closing Date
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Loan Name: Comfort Suites - Exception
Garners Ferry [$6,100,000]
--------------------------------------------------------------------------------
Exception to Representation 35 The mortgaged property is a portion of a
- Tax Parcels larger tax lot. Taxes are being reserved for
the entire tax lot and borrower covenants to
obtain a tax lot split with the applicable
jurisdiction. However, no timeframe is set
forth to complete the tax lot split.
--------------------------------------------------------------------------------
Exception to Representation The loan is secured by a ground lease.
20- Fee Simple Interest However, the fee interest is subordinated to
Lender's security interests.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Loan Name: Owego Fairgrounds Exception
[$5,400,000]
--------------------------------------------------------------------------------
Exception to Representation 32 The related loan documents permit the
- Transfer borrower to incur subordinated indebtedness
secured by a pledge of membership interests
in the borrower, provided that a)
loan-to-value ratio for the Mortgage Loan and
the permitted mezzanine financing is equal to
or less than 80%; b) debt-service-coverage
ratio for the Mortgage Loan and the permitted
mezzanine financing is equal to or greater
than 1.20 to 1; c) no default or event of
default exists or is continuing; d) the
mezzanine lenders enters into an
intercreditor agreement with the lender; e)
borrower pays all out-of-pocket expenses by
lender and f) if any securities are
outstanding, the rating comfort letter is
received with respect to such mezzanine loan.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Loan Name: Xxxxxx Portfolio Exception
[$5,400,000]
--------------------------------------------------------------------------------
Exception to Representation 12 The related loan documents permit the
- Releases borrower to obtain the release of a parcel
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; (iii) defeasance of the
greater of (a) 115% of the allocated loan
amount for the released parcel and (b) 100%
of the allocated net proceeds received for a
release parcel; (iv) after giving effect to
such partial release, the debt service
coverage ratio is not less than the greater
of (a) the debt service coverage ratio
immediately preceding such partial release
and (b) the debt service coverage ratio as of
July 27, 2007 and (v) after giving effect to
such partial release, the loan-to-value ratio
does not exceed (a) the loan-to-value ratio
immediately preceding such partial release
and (b) the loan-to-value ratio as of July
27, 2007.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Loan Name: Prestonwood Village Exception
II [$4,400,000]
--------------------------------------------------------------------------------
Exception to Representation 32 The related Mortgage Loan documents permit
-Transfer the related borrowers to incur unsecured
subordinate debt in the aggregate amount not
to exceed 80% of the value of the mortgaged
property provided that a) no default or event
of default exists or is continuing; b) the
unsecured lender enters into an intercreditor
agreement with the lender; e) the terms of
the unsecured debt shall be less restrictive
than the terms of the Mortgage Loan.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Loan Name: 0000 Xxxxxxxx Xxxxx Xxxxxxxxx
Xxxxxx [$2,500,000]
--------------------------------------------------------------------------------
Exception to Representation The Mortgaged Property is sub-subleased by
20- Ground Lease the borrower from Xxxx County Educational
Facilities Authority, which, in turn, leases
the land from the Florida State University
Board of Trustees, which in turn leases from
the State of Florida Board of Trustees of the
Internal Improvement Trust Fund.
(c) The Mortgage Loan documents permit the
Lender to use reasonable efforts to assign
its interest after foreclosure to a
sub-sublessee, which is either a financially
sound non-profit affinity group or
organization officially recognized by Florida
State University ("Qualified Organization"),
but if the Lender is not able to do so after
reasonable efforts, the Lender can transfer
its interest to a person or entity who is not
a Qualified Organization so long as the
Mortgaged Property continues to be used for
residential housing purposes for students of
the Florida State University.
(d) While the sublessor estoppel provides
that sublessor will not cancel, amend, alter,
or modify the sublease or accept the
surrender of the leased premises or any part
thereof by subtenant without the prior
written consent of the Lender, which consent
shall not be unreasonably withheld or
delayed, the ground lessor and sub-sublessor
estoppel provide that the respective lessor
will not cancel, materially amend, alter, or
modify the respective lease or accept the
surrender of the leased premises (or any part
thereof) by tenant without prior written
notice to the Lender.
(i) The ground lease limits subletting to
Florida State University students and
resident directors who are members of
nonprofit affinity groups or organizations
officially recognized by Florida State
University.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Clarksville, IN - Xxxxx Exception
[$2,840,000],
--------------------------------------------------------------------------------
Exception to Representation 22 The insurance requirements under the loan
- Insurance documents have been waived to the extent the
sole tenant is in occupancy under its lease
and paying rent thereunder.
--------------------------------------------------------------------------------
Exception to Representation 27 - So long as the respective sole tenant lease
Operating Statements is in effect 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: XXXXX PORTFOLIO LOANS Exception
(14):
- 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
Insurance documents have been waived to the extent the
sole tenant is in occupancy under its lease
and paying rent thereunder.
--------------------------------------------------------------------------------
Exception to Representation 12 - The related borrower under the applicable
Releases 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
Operating Statements is in effect 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.
--------------------------------------------------------------------------------
Exception to Representation 33 - Each Mortgaged Property securing a Mortgage
Whole Loans Loan also secures another pari passu
Mortgage Loan having the same original
principal balance as the related Mortgage
Loan.
--------------------------------------------------------------------------------
Exception to Representation 34 - A REMIC election was made with respect to
Defeasance the Xxxxx Portfolio Companion Loans on the
closing date of the JPMCC Series 2007-LDP11
securitization (which occurred on July 5,
2007), and defeasance is permitted following
the second anniversary of that closing date.
--------------------------------------------------------------------------------
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 Portfolio - West Monroe - LA,
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
August 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 August 3, 2007 (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 August 3, 2007, as
supplemented by the Prospectus Supplement, dated August 3, 2007 (collectively,
the "Prospectus"), relating to the offering of the Class A-1, Class A-2, 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 August 24, 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, Class NR,
Class S, Class R, and Class LR Certificates, and the Private Placement
Memorandum, dated August 24, 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 Certificates, and nothing has come to my attention that would lead me
to believe that any Free Writing Prospectus, including any diskette attached
thereto, when read in conjunction with the other Time of Sale Information (as
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 August,
2007.
By:
------------------------------------
Name:
Title:
SCHEDULE I
MORTGAGE LOANS FOR WHICH A LENDER'S ENVIRONMENTAL POLICY WAS OBTAINED IN LIEU
OF AN ENVIRONMENTAL SITE ASSESSMENT
Reference is made to the Representations and Warranties set forth in Exhibit B
attached hereto corresponding to the Paragraph number set forth below.
Paragraph 21(a) and 21(e):
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.
Paragraph 21(b) and 21(c):
None.
