Exhibit 10.1
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X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP.,
PURCHASER,
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
SELLER
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of March 16, 2006
$1,780,256,663.71
Fixed Rate Mortgage Loans
Series 2006-CIBC14
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This Mortgage Loan Purchase Agreement (this "Agreement"), dated as
of March 16, 2006, is between X.X. Xxxxxx Xxxxx Commercial Mortgage Securities
Corp., as purchaser (the "Purchaser"), and JPMorgan Chase Bank, National
Association, as seller ("JPMorgan" or the "Seller").
Capitalized terms used in this Agreement not defined herein shall
have the meanings ascribed to them in the Pooling and Servicing Agreement dated
as of March 16, 2006 (the "Pooling and Servicing Agreement") among the
Purchaser, as depositor (the "Depositor"), GMAC Commercial Mortgage Corporation,
Inc., as master servicer ("Master Servicer"), Midland Loan Services, Inc., as
special servicer ("Special Servicer"), LaSalle Bank National Association, as
trustee (the "Trustee") and as paying agent (in such capacity, the "Paying
Agent"), pursuant to which the Purchaser will sell the Mortgage Loans (as
defined herein) to a trust fund and certificates representing ownership
interests in the Mortgage Loans will be issued by the trust fund. For purposes
of this Agreement, the term "Mortgage Loans" refers to the mortgage loans listed
on Exhibit A and "Mortgaged Properties" refers to the properties securing such
Mortgage Loans.
The Purchaser and the Seller wish to prescribe the manner of sale of
the Mortgage Loans from the Seller to the Purchaser and in consideration of the
premises and the mutual agreements hereinafter set forth, agree as follows:
SECTION 1. Sale and Conveyance of Mortgages; Possession of Mortgage
File. Effective as of the Closing Date and upon receipt of the purchase price
set forth in the immediately succeeding paragraph, the Seller does hereby sell,
transfer, assign, set over and convey to the Purchaser, without recourse, all of
its right, title, and interest (subject to certain agreements regarding
servicing as provided in the Pooling and Servicing Agreement, subservicing
agreements permitted thereunder and that certain Servicing Rights Purchase and
Sale Agreement, dated as of the date hereof between the Master Servicer and the
Seller) in and to the Mortgage Loans described in Exhibit A, including all
interest and principal received on or with respect to the Mortgage Loans after
the Cut-off Date (other than payments of principal and interest first due on the
Mortgage Loans on or before the Cut-off Date). Upon the sale of the Mortgage
Loans, the ownership of each related Mortgage Note, the Mortgage and the other
contents of the related Mortgage File will be vested in the Purchaser and
immediately thereafter the Trustee and the ownership of records and documents
with respect to the related Mortgage Loan prepared by or which come into the
possession of the Seller (other than the records and documents described in the
proviso to Section 3(a) hereof) shall immediately vest in the Purchaser and
immediately thereafter the Trustee. The Seller's records will accurately reflect
the sale of each Mortgage Loan to the Purchaser. The Depositor will sell the
A-1, Class A-2, Class X-0X, Xxxxx X-0, Class A-SB, Class A-1A, Class A-M, Class
A-J, Class X-2, Class B, Class C and Class D Certificates (the "Offered
Certificates") to the underwriters specified in the underwriting agreement dated
March 3, 2006 (the "Underwriting Agreement") between the Depositor and X.X.
Xxxxxx Securities Inc. ("JPMSI") for itself and as representative of CIBC World
Markets Corp. ("CIBCWMC"), Deutsche Bank Securities Inc. ("DBSI") and Nomura
Securities International, Inc. ("Nomura" and together with JPMSI, CIBCWMC and
DBSI, the "Underwriters"), and the Depositor will sell the Class X-1, Class
A-3A, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class P and Class NR Certificates (the "Private Certificates") to
JPMSI, as the initial purchaser (together with the Underwriters, the "Dealers")
specified in the certificate purchase agreement, dated March 3, 2006 (the
"Certificate Purchase Agreement"), between the Depositor and JPMSI.
The sale and conveyance of the Mortgage Loans is being conducted on
an arms-length basis and upon commercially reasonable terms. As the purchase
price for the Mortgage Loans, the Purchaser shall pay to the Seller or at the
Seller's direction $1,774,264,529.82 (which amount is inclusive of accrued
interest) in immediately available funds minus the costs set forth in Section 9
hereof. The purchase and sale of the Mortgage Loans shall take place on the
Closing Date.
SECTION 2. Books and Records; Certain Funds Received After the
Cut-off Date. From and after the sale of the Mortgage Loans to the Purchaser,
record title to each Mortgage and the related Mortgage Note shall be transferred
to the Trustee in accordance with this Agreement. Any funds due after the
Cut-off Date in connection with a Mortgage Loan received by the Seller shall be
held in trust for the benefit of the Trustee as the owner of such Mortgage Loan
and shall be transferred promptly to the Trustee. All scheduled payments of
principal and interest due on or before the Cut-off Date but collected after the
Cut-off Date, and recoveries of principal and interest collected on or before
the Cut-off Date (only in respect of principal and interest on the Mortgage
Loans due on or before the Cut-off Date and principal prepayments thereon),
shall belong to, and shall be promptly remitted to, the Seller.
The transfer of each Mortgage Loan shall be reflected on the
Seller's balance sheets and other financial statements as a sale of the Mortgage
Loans by the Seller to the Purchaser. The Seller intends to treat the transfer
of each Mortgage Loan to the Purchaser as a sale for tax purposes.
The transfer of each Mortgage Loan shall be reflected on the
Purchaser's balance sheets and other financial statements as the purchase of the
Mortgage Loans by the Purchaser from the Seller. The Purchaser intends to treat
the transfer of each Mortgage Loan from the Seller as a purchase for tax
purposes.
SECTION 3. Delivery of Mortgage Loan Documents; Additional Costs and
Expenses.
(a) The Purchaser hereby directs the Seller, and the Seller hereby
agrees, upon the transfer of the Mortgage Loans contemplated herein, to deliver
on the Closing Date to the Trustee or a Custodian appointed thereby, all
documents, instruments and agreements required to be delivered by the Purchaser
to the Trustee with respect to the Mortgage Loans under Sections 2.01(b) and (c)
of the Pooling and Servicing Agreement, and meeting all the requirements of such
Sections 2.01(b) and (c), and such other documents, instruments and agreements
as the Purchaser or the Trustee shall reasonably request and which are in the
Seller's possession or under the Seller's control. In addition, the Seller
agrees to deliver or cause to be delivered to the Master Servicer, the Servicing
File for each Mortgage Loan transferred pursuant to this Agreement; provided
that the Seller shall not be required to deliver any draft documents, privileged
or internal communications or credit underwriting or due diligence analyses or
data.
(b) With respect to the transfer described in Section 1 hereof, if
the Mortgage Loan documents do not require the related Mortgagor to pay any
costs and expenses relating to any modifications to a related letter of credit
which modifications are required to effectuate such transfer (the "Transfer
Modification Costs"), then the Seller shall pay the Transfer Modification Costs
required to transfer the letter of credit to the Purchaser as described in such
Section 1; provided that if the Mortgage Loan documents require the related
Mortgagor to pay any Transfer Modification Costs, such Transfer Modification
Costs shall be an expense of the Mortgagor unless such Mortgagor fails to pay
such Transfer Modification Costs after the Master Servicer has exercised all
remedies available under the applicable Mortgage Loan documents to collect such
Transfer Modification Costs from such Mortgagor, in which case the Master
Servicer shall give the Seller notice of such failure and the Seller shall pay
such Transfer Modification Costs.
SECTION 4. Treatment as a Security Agreement. The Seller,
concurrently with the execution and delivery hereof, has conveyed to the
Purchaser, all of its right, title and interest in and to the Mortgage Loans.
The parties intend that such conveyance of the Seller's right, title and
interest in and to the Mortgage Loans pursuant to this Agreement shall
constitute a purchase and sale and not a loan. If such conveyance is deemed to
be a pledge and not a sale, then the parties also intend and agree that the
Seller shall be deemed to have granted, and in such event does hereby grant, to
the Purchaser, a first priority security interest in all of its right, title and
interest in, to and under the Mortgage Loans, all payments of principal or
interest on such Mortgage Loans due after the Cut-off Date, all other payments
made in respect of such Mortgage Loans after the Cut-off Date (except to the
extent such payments were due on or before the Cut-off Date) and all proceeds
thereof and that this Agreement shall constitute a security agreement under
applicable law. If such conveyance is deemed to be a pledge and not a sale, the
Seller consents to the Purchaser hypothecating and transferring such security
interest in favor of the Trustee and transferring the obligation secured thereby
to the Trustee.
SECTION 5. Covenants of the Seller. The Seller covenants with the
Purchaser as follows:
(a) it shall record or cause a third party to record in the
appropriate public recording office for real property the intermediate
assignments of the Mortgage Loans and the Assignments of Mortgage from the
Seller to the Trustee in connection with the Pooling and Servicing Agreement.
All recording fees relating to the initial recordation of such intermediate
assignments and Assignments of Mortgage shall be paid by the Seller;
(b) it shall take any action reasonably required by the Purchaser,
the Trustee or the Master Servicer, in order to assist and facilitate in the
transfer of the servicing of the Mortgage Loans to the Master Servicer,
including effectuating the transfer of any letters of credit with respect to any
Mortgage Loan to the Master Servicer on behalf of the Trustee for the benefit of
Certificateholders. Prior to the date that a letter of credit with respect to
any Mortgage Loan is transferred to the Master Servicer, the Seller will
cooperate with the reasonable requests of the Master Servicer or Special
Servicer, as applicable, in connection with effectuating a draw under such
letter of credit as required under the terms of the related Mortgage Loan
documents; and
(c) if, during such period of time after the first date of the
public offering of the Offered Certificates as in the opinion of counsel for the
Underwriters, a prospectus relating to the Offered Certificates is required by
applicable law to be delivered in connection with sales thereof by an
Underwriter or a dealer, any event shall occur as a result of which it is
necessary to amend or supplement the Prospectus Supplement, including Annex X-0,
X-0, X-0 and B thereto and the Diskette included therewith, with respect to any
information relating to the Mortgage Loans or the Seller, in order to make the
statements therein, in the light of the circumstances when the Prospectus
Supplement is delivered to a purchaser, not misleading, or if it is necessary to
amend or supplement the Prospectus Supplement, including Annex X-0, X-0, X-0 and
B thereto and the Diskette included therewith, with respect to any information
relating to the Mortgage Loans or the Seller, to comply with applicable law, the
Seller shall do all things necessary to assist the Depositor to prepare and
furnish, at the expense of the Seller (to the extent that such amendment or
supplement relates to the Seller, the Mortgage Loans listed on Exhibit A and/or
any information relating to the same, as provided by the Seller), to the
Underwriters such amendments or supplements to the Prospectus Supplement as may
be necessary, so that the statements in the Prospectus Supplement as so amended
or supplemented, including Annex X-0, X-0, X-0 and B thereto and the Diskette
included therewith, with respect to any information relating to the Mortgage
Loans or the Seller, will not, in the light of the circumstances when the
Prospectus is delivered to a purchaser, be misleading or so that the Prospectus
Supplement, including Annex X-0, X-0, X-0 and B thereto and the Diskette
included therewith, with respect to any information relating to the Mortgage
Loans or the Seller, will comply with applicable law. All terms used in this
clause (c) and not otherwise defined herein shall have the meaning set forth in
the Indemnification Agreement, dated as of March 3, 2006 among the Purchaser,
the Seller and the Dealers (the "Indemnification Agreement").
SECTION 6. Representations and Warranties.
(a) The Seller represents and warrants to the Purchaser as of the
Closing Date that:
(i) it is a national banking association duly organized,
validly existing, and in good standing under the laws of the United States
of America;
(ii) it has the power and authority to own its property and to
carry on its business as now conducted;
(iii) it has the power to execute, deliver and perform this
Agreement;
(iv) it is legally authorized to transact business in the
United States of America. The Seller is in compliance with the laws of
each state in which any Mortgaged Property is located to the extent
necessary so that a subsequent holder of the related Mortgage Loan
(including, without limitation, the Purchaser) that is in compliance with
the laws of such state would not be prohibited from enforcing such
Mortgage Loan solely by reason of any non-compliance by the Seller;
(v) the execution, delivery and performance of this Agreement
by the Seller has been duly authorized by all requisite action by the
Seller's board of directors and will not violate or breach any provision
of its organizational documents;
(vi) this Agreement has been duly executed and delivered by
the Seller and constitutes a legal, valid and binding obligation of the
Seller, enforceable against it in accordance with its terms (except as
enforcement thereof may be limited by bankruptcy, receivership,
conservatorship, reorganization, insolvency, moratorium or other laws
affecting the enforcement of creditors' rights generally and by general
equitable principles regardless of whether enforcement is considered in a
proceeding in equity or at law);
(vii) there are no legal or governmental proceedings pending
to which the Seller is a party or of which any property of the Seller is
the subject which, if determined adversely to the Seller, would reasonably
be expected to adversely affect (A) the transfer of the Mortgage Loans and
the Mortgage Loan documents, (B) the execution and delivery by the Seller
or enforceability against the Seller of the Mortgage Loans or this
Agreement, or (C) the performance of the Seller's obligations hereunder;
(viii) it has no actual knowledge that any statement, report,
officer's certificate or other document prepared and furnished or to be
furnished by the Seller in connection with the transactions contemplated
hereby (including, without limitation, any financial cash flow models and
underwriting file abstracts furnished by the Seller) contains any untrue
statement of a material fact or omits to state a material fact necessary
in order to make the statements contained therein, in the light of the
circumstances under which they were made, not misleading;
(ix) it is not, nor with the giving of notice or lapse of time
or both would be, in violation of or in default under any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument
to which it is a party or by which it or any of its properties is bound,
except for violations and defaults which individually and in the aggregate
would not have a material adverse effect on the transactions contemplated
herein; the sale of the Mortgage Loans and the performance by the Seller
of all of its obligations under this Agreement and the consummation by the
Seller of the transactions herein contemplated will not conflict with or
result in a breach of any of the terms or provisions of, or constitute a
default under, any material indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Seller is a party
or by which the Seller is bound or to which any of the property or assets
of the Seller is subject, nor will any such action result in any violation
of the provisions of any applicable law or statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction
over the Seller, or any of its properties, except for conflicts, breaches,
defaults and violations which individually and in the aggregate would not
have a material adverse effect on the transactions contemplated herein;
and no consent, approval, authorization, order, license, registration or
qualification of or with any such court or governmental agency or body is
required for the consummation by the Seller of the transactions
contemplated by this Agreement, other than any consent, approval,
authorization, order, license, registration or qualification that has been
obtained or made;
(x) it has either (A) not dealt with any Person (other than
the Purchaser or the Dealers) that may be entitled to any commission or
compensation in connection with the sale or purchase of the Mortgage Loans
or entering into this Agreement or (B) paid in full any such commission or
compensation;
(xi) it is solvent and the sale of the Mortgage Loans
hereunder will not cause it to become insolvent; and the sale of the
Mortgage Loans is not undertaken with the intent to hinder, delay or
defraud any of the Seller's creditors; and
(xii) for so long as the Trust is subject to the reporting
requirements of the Exchange Act, the Seller shall provide the Purchaser
(or with respect to any Companion Loan that is deposited into an Other
Securitization, the depositor in such Other Securitization) and the Paying
Agent with any Additional Form 10-D Disclosure and any Additional Form
10-K Disclosure which the Purchaser is required to provide with respect to
the Seller in its capacity as a "sponsor" pursuant to Exhibit Y and
Exhibit Z of the Pooling and Servicing Agreement within the time periods
set forth in the Pooling and Servicing Agreement.
(b) The Purchaser represents and warrants to the Seller as of the
Closing Date that:
(i) it is a corporation duly organized, validly existing, and
in good standing in the State of Delaware;
(ii) it is duly qualified as a foreign corporation in good
standing in all jurisdictions in which ownership or lease of its property
or the conduct of its business requires such qualification, except where
the failure to be so qualified would not have a material adverse effect on
the Purchaser, and the Purchaser is conducting its business so as to
comply in all material respects with the applicable statutes, ordinances,
rules and regulations of each jurisdiction in which it is conducting
business;
(iii) it has the power and authority to own its property and
to carry on its business as now conducted;
(iv) it has the power to execute, deliver and perform this
Agreement, and neither the execution and delivery by the Purchaser of this
Agreement, nor the consummation by the Purchaser of the transactions
herein contemplated, nor the compliance by the Purchaser with the
provisions hereof, will (A) conflict with or result in a breach of, or
constitute a default under, any of the provisions of the certificate of
incorporation or by-laws of the Purchaser or any of the provisions of any
law, governmental rule, regulation, judgment, decree or order binding on
the Purchaser or any of its properties, or any indenture, mortgage,
contract or other instrument to which the Purchaser is a party or by which
it is bound, or (B) result in the creation or imposition of any lien,
charge or encumbrance upon any of the Purchaser's property pursuant to the
terms of any such indenture, mortgage, contract or other instrument;
(v) this Agreement constitutes a legal, valid and binding
obligation of the Purchaser enforceable against it in accordance with its
terms (except as enforcement thereof may be limited by (a) bankruptcy,
receivership, conservatorship, reorganization, insolvency, moratorium or
other laws affecting the enforcement of creditors' rights generally and
(b) general equitable principles (regardless of whether enforcement is
considered in a proceeding in equity or law));
(vi) there are no legal or governmental proceedings pending to
which the Purchaser is a party or of which any property of the Purchaser
is the subject which, if determined adversely to the Purchaser, might
interfere with or adversely affect the consummation of the transactions
contemplated herein and in the Pooling and Servicing Agreement; to the
best of the Purchaser's knowledge, no such proceedings are threatened or
contemplated by governmental authorities or threatened by others;
(vii) it is not in default with respect to any order or decree
of any court or any order, regulation or demand of any federal, state
municipal or governmental agency, which default might have consequences
that would materially and adversely affect the condition (financial or
other) or operations of the Purchaser or its properties or might have
consequences that would materially and adversely affect its performance
hereunder;
(viii) it has not dealt with any broker, investment banker,
agent or other person, other than the Seller, the Dealers and their
respective affiliates, that may be entitled to any commission or
compensation in connection with the sale of the Mortgage Loans or the
consummation of any of the transactions contemplated hereby;
(ix) all consents, approvals, authorizations, orders or
filings of or with any court or governmental agency or body, if any,
required for the execution, delivery and performance of this Agreement by
the Purchaser have been obtained or made; and
(x) it has not intentionally violated any provisions of the
United States Secrecy Act, the United States Money Laundering Control Act
of 1986 or the United States International Money Laundering Abatement and
Anti-Terrorism Financing Act of 2001.
(c) The Seller further makes the representations and warranties as
to the Mortgage Loans set forth in Exhibit B as of the Closing Date (or as of
such other date specifically provided in the particular representation or
warranty), which representations and warranties are subject to the exceptions
thereto set forth in Exhibit C. Neither the delivery by the Seller of the
Mortgage Files, Servicing Files, or any other documents required to be delivered
under Section 2.01 of the Pooling and Servicing Agreement, nor the review
thereof or any other due diligence by the Trustee, Master Servicer, Special
Servicer, a Certificate Owner or any other Person shall relieve the Seller of
any liability or obligation with respect to any representation or warranty or
otherwise under this Agreement or constitute notice to any Person of a Breach or
Defect.
(d) Pursuant to this Agreement or Section 2.03(b) of the Pooling and
Servicing Agreement, the Seller and the Purchaser shall be given notice of any
Breach or Defect that materially and adversely affects the value of a Mortgage
Loan, the related Mortgaged Property or the interests of the Trustee or any
Certificateholder therein.
(e) Upon notice pursuant to Section 6(d) above, the Seller shall,
not later than 90 days from the earlier of the Seller's receipt of the notice
or, in the case of a Defect or Breach relating to a Mortgage Loan not being a
"qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, but
without regard to the rule of Treasury Regulation Section 1.860G-2(f)(2) that
causes a defective mortgage loan to be treated as a qualified mortgage, the
Seller's discovery of such Breach or Defect (the "Initial Resolution Period"),
(i) cure such Defect or Breach, as the case may be, in all material respects,
(ii) repurchase the affected Mortgage Loan at the applicable Repurchase Price
(as defined below) or (iii) substitute a Qualified Substitute Mortgage Loan (as
defined below) for such affected Mortgage Loan (provided that in no event shall
any such substitution occur later than the second anniversary of the Closing
Date) and pay the Master Servicer for deposit into the Certificate Account, any
Substitution Shortfall Amount (as defined below) in connection therewith;
provided, however, that, except with respect to a Defect resulting solely from
the failure by the Mortgage Loan 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 12 months following
the Closing Date, if such Breach or Defect is capable of being cured but not
within the Initial Resolution Period, and the Seller has commenced and is
diligently proceeding with the cure of such Breach or Defect within such the
Initial Resolution Period, the Seller shall have an additional 90 days
commencing immediately upon the expiration of the Initial Resolution Period (the
"Extended Resolution Period") to complete such cure (or, failing such cure, to
repurchase the related Mortgage Loan or substitute a Qualified Substitute
Mortgage Loan as described above); and provided, further, that with respect to
the Extended Resolution Period the Seller shall have delivered an officer's
certificate to the Trustee setting forth the reason such Breach or Defect is not
capable of being cured within the Initial Resolution Period and what actions the
Seller is pursuing in connection with the cure thereof and stating that the
Seller anticipates that such Breach or Defect will be cured within the Extended
Resolution Period. Notwithstanding the foregoing, any Defect or Breach which
causes any Mortgage Loan not to be a "qualified mortgage" (within the meaning of
Section 860G(a)(3) of the Code, without regard to the rule of Treasury
Regulations Section 1.860G-2(f)(2) which causes a defective mortgage loan to be
treated as a qualified mortgage) shall be deemed to materially and adversely
affect the interests of the holders of the Certificates therein, and such
Mortgage Loan shall be repurchased or a Qualified Substitute Mortgage Loan
substituted in lieu thereof without regard to the extended cure period described
in the preceding sentence. If the affected Mortgage Loan is to be repurchased,
the Seller shall remit the Repurchase Price (defined below) in immediately
available funds to the Trustee.
If any Breach pertains to a representation or warranty that the
related Mortgage Loan documents or any particular Mortgage Loan document
requires the related Mortgagor to bear the costs and expenses associated with
any particular action or matter under such Mortgage Loan document(s), then
Seller shall not be required to repurchase such Mortgage Loan and the sole
remedy with respect to any Breach of such representation shall be to cure such
Breach within the applicable cure period (as the same may be extended) by
reimbursing the Trust Fund (by wire transfer of immediately available funds) the
reasonable amount of any such costs and expenses incurred by the Master
Servicer, the Special Servicer, the Trustee or the Trust Fund that are the basis
of such Breach and have not been reimbursed by the related Mortgagor; provided,
however, that in the event any such costs and expenses exceed $10,000, the
Seller shall have the option to either repurchase or substitute for the related
Mortgage Loan as provided above or pay such costs and expenses. Except as
provided in the proviso to the immediately preceding sentence, the Seller shall
remit the amount of such costs and expenses and upon its making such remittance,
the Seller shall be deemed to have cured such Breach in all respects. To the
extent any fees or expenses that are the subject of a cure by the Seller are
subsequently obtained from the related Mortgagor, the portion of the cure
payment equal to such fees or expenses obtained from the Mortgagor shall be
returned to the Seller pursuant to Section 2.03(f) of the Pooling and Servicing
Agreement.
Any of the following will cause a document in the Mortgage File to
be deemed to have a Defect and to be conclusively presumed to materially and
adversely affect the interests of Certificateholders in a Mortgage Loan and to
be deemed to materially and adversely affect the interests of the
Certificateholders in and the value of a Mortgage Loan: (a) the absence from the
Mortgage File of the original signed Mortgage Note, unless the Mortgage File
contains a signed lost note affidavit and indemnity with a copy of the Mortgage
Note that appears to be regular on its face; (b) the absence from the Mortgage
File of the original signed Mortgage that appears to be regular on its face,
unless there is included in the Mortgage File a certified copy of the Mortgage
and a certificate stating that the original signed Mortgage was sent for
recordation; (c) the absence from the Mortgage File of the lender's title
insurance policy (or if the policy has not yet been issued, an original copy of
a "marked up" written commitment or the pro forma or specimen title insurance
policy) called for by clause (ix) of the definition of "Mortgage File" in the
Pooling and Servicing Agreement; (d) the absence from the Mortgage File of any
required letter of credit; (e) with respect to any leasehold mortgage loan, the
absence from the related Mortgage File of a copy (or an original, if available)
of the related Ground Lease; or (f) the absence from the Mortgage File of any
intervening assignments required to create a complete chain of assignments to
the Trustee on behalf of the Trust, unless there is included in the Mortgage
File a certified copy of the intervening assignment and a certificate stating
that the original intervening assignments were sent for recordation; provided,
however, that no Defect (except a Defect previously described in clauses (a)
through (f) above) shall be considered to materially and adversely affect the
value of the related Mortgage Loan, the related Mortgaged Property or the
interests of the Trustee or Certificateholders unless the document with respect
to which the Defect exists is required in connection with an imminent
enforcement of the Mortgagee's rights or remedies under the related Mortgage
Loan, defending any claim asserted by any borrower or third party with respect
to the Mortgage Loan, establishing the validity or priority of any lien on any
collateral securing the Mortgage Loan or for any immediate significant servicing
obligation. Notwithstanding the foregoing, the delivery of executed escrow
instructions or a commitment to issue a lender's title insurance policy, as
provided in clause (ix) of the definition of "Mortgage File" in the Pooling and
Servicing Agreement, in lieu of the delivery of the actual policy of lender's
title insurance, shall not be considered a Defect or Breach with respect to any
Mortgage File if such actual policy is delivered to the Trustee or a Custodian
on its behalf not later than 12 months following the Closing Date.
If (i) any Mortgage Loan is required to be repurchased or
substituted for in the manner described in the first paragraph of this Section
6(e), (ii) such Mortgage Loan is a Crossed Loan, and (iii) the applicable Defect
or Breach does not constitute a Defect or Breach, as the case may be, as to any
other Crossed Loan in such Crossed Group (without regard to this paragraph),
then the applicable Defect or Breach, as the case may be, will be deemed to
constitute a Defect or Breach, as the case may be, as to each other Crossed Loan
in the Crossed Group for purposes of this paragraph, and the Seller will be
required to repurchase or substitute for all of the remaining Crossed Loans in
the related Crossed Group as provided in the first paragraph of this Section
6(e) unless such other Crossed Loans in such Crossed Group satisfy the Crossed
Loan Repurchase Criteria and satisfy all other criteria for substitution and
repurchase of Mortgage Loans set forth herein. In the event that the remaining
Crossed Loans satisfy the aforementioned criteria, the Seller may elect either
to repurchase or substitute for only the affected Crossed Loan as to which the
related Breach or Defect exists or to repurchase or substitute for all of the
Crossed Loans in the related Crossed Group. The Seller shall be responsible for
the cost of any Appraisal required to be obtained to determine if the Crossed
Loan Repurchase Criteria have been satisfied, so long as the scope and cost of
such Appraisal has been approved by the Seller (such approval not to be
unreasonably withheld).
The "Repurchase Price" with respect to any Mortgage Loan or REO Loan
to be repurchased pursuant to this Agreement and Section 2.03 of the Pooling and
Servicing Agreement, shall have the meaning given to the term "Purchase Price"
in the Pooling and Servicing Agreement.
A "Qualified Substitute Mortgage Loan" with respect to any Mortgage
Loan or REO Loan to be substituted pursuant to this Agreement and Section 2.03
of the Pooling and Servicing Agreement, shall have the meaning given to such
term in the Pooling and Servicing Agreement.
A "Substitution Shortfall Amount" with respect to any Mortgage Loan
or REO Loan to be substituted pursuant to this Agreement and Section 2.03 of the
Pooling and Servicing Agreement, shall have the meaning given to such term in
the Pooling and Servicing Agreement.
In connection with any repurchase or substitution of one or more
Mortgage Loans contemplated hereby, (i) the Purchaser shall execute and deliver,
or cause the execution and delivery of, such endorsements and assignments,
without recourse to the Trust, as shall be necessary to vest in the Seller the
legal and beneficial ownership of each repurchased Mortgage Loan or replaced
Mortgage Loan, as applicable, (ii) the Purchaser shall deliver, or cause the
delivery, to the Seller of all portions of the Mortgage File and other documents
pertaining to such Mortgage Loan possessed by the Trustee, or on the Trustee's
behalf, and (iii) the Purchaser shall release, or cause to be released, to the
Seller any escrow payments and reserve funds held by the Trustee, or on the
Trustee's behalf, in respect of such repurchased or replaced Mortgage Loans.
(f) The representations and warranties of the parties hereto shall
survive the execution and delivery and any termination of this Agreement and
shall inure to the benefit of the respective parties, notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes or Assignment of
Mortgage or the examination of the Mortgage Files.
(g) Each party hereby agrees to promptly notify the other party of
any breach of a representation or warranty contained in this Section 6. The
Seller's obligation to cure any Breach or Defect or repurchase or substitute any
affected Mortgage Loan pursuant to Section 6(e) shall constitute the sole remedy
available to the Purchaser in connection with a Breach or Defect. It is
acknowledged and agreed that the representations and warranties are being made
for risk allocation purposes; provided, however, that no limitation of remedy is
implied with respect to the Seller's breach of its obligation to cure,
repurchase or substitute in accordance with the terms and conditions of this
Agreement.
SECTION 7. Conditions to Closing. The obligations of the Purchaser
to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior
to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed
by it at or prior to the Closing Date pursuant to the terms of this Agreement
shall have been duly performed and complied with and all of the representations
and warranties of the Seller under this Agreement shall be true and correct in
all material respects as of the Closing Date, and no event shall have occurred
as of the Closing Date which, with notice or passage of time, would constitute a
default under this Agreement, and the Purchaser shall have received a
certificate to the foregoing effect signed by an authorized officer of the
Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional
closing documents:
(i) copies of the Seller's articles of association and
by-laws, certified as of a recent date by the Assistant Secretary of the
Seller;
(ii) a copy of a certificate of good standing of the Seller
issued by the Comptroller of the Currency dated not earlier than sixty
days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and
substance satisfactory to the Purchaser and its counsel, substantially to
the effect that:
(A) the Seller is a national banking association duly
organized, validly existing and in good standing under the laws of
the United States;
(B) the Seller has the power to conduct its business as now
conducted and to incur and perform its obligations under this
Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to
authorize the execution, delivery and performance of this Agreement
and the Indemnification Agreement by the Seller and this Agreement
is a legal, valid and binding agreement of the Seller enforceable
against the Seller, whether such enforcement is sought in a
procedure at law or in equity, except to the extent such enforcement
may be limited by bankruptcy or other similar creditors' laws or
principles of equity and public policy considerations underlying the
securities laws, to the extent that such public policy
considerations limit the enforceability of the provisions of the
Agreement which purport to provide indemnification with respect to
securities law violations;
(D) the Seller's execution and delivery of, and the Seller's
performance of its obligations under, each of this Agreement and the
Indemnification Agreement do not and will not conflict with the
Seller's charter or by-laws or conflict with or result in the breach
of any of the terms or provisions of, or constitute a default under,
any indenture, mortgage, deed of trust, loan agreement or other
material agreement or instrument to which the Seller is a party or
by which the Seller is bound, or to which any of the property or
assets of the Seller is subject or violate any provisions of law or
conflict with or result in the breach of any order of any court or
any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending
before any court, arbitrator, mediator or administrative body, or to
such counsel's actual knowledge, threatened, against the Seller
which (i) questions, directly or indirectly, the validity or
enforceability of this Agreement or the Indemnification Agreement or
(ii) would, if decided adversely to the Seller, either individually
or in the aggregate, reasonably be expected to have a material
adverse effect on the ability of the Seller to perform its
obligations under this Agreement or the Indemnification Agreement;
and
(F) no consent, approval, authorization, order, license,
registration or qualification of or with any federal court or
governmental agency or body is required for the consummation by the
Seller of the transactions contemplated by this Agreement and the
Indemnification Agreement, except such consents, approvals,
authorizations, orders, licenses, registrations or qualifications as
have been obtained; and
(iv) a letter from counsel of the Seller to the effect that
nothing has come to such counsel's attention that would lead such counsel
to believe that the Prospectus Supplement as of the date thereof or as of
the Closing Date contains, with respect to the Seller or the Mortgage
Loans, any untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements therein relating
to the Seller or the Mortgage Loans, in the light of the circumstances
under which they were made, not misleading.
(c) The Offered Certificates shall have been concurrently issued and
sold pursuant to the terms of the Underwriting Agreement. The Private
Certificates shall have been concurrently issued and sold pursuant to the terms
of the Certificate Purchase Agreement.
(d) The Seller shall have executed and delivered concurrently
herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other
certificates of its officers or others and such other documents and opinions to
evidence fulfillment of the conditions set forth in this Agreement as the
Purchaser and its counsel may reasonably request.
SECTION 8. Closing. The closing for the purchase and sale of the
Mortgage Loans shall take place at the office of Cadwalader, Xxxxxxxxxx & Xxxx
LLP, New York, New York, at 10:00 a.m., on the Closing Date or such other place
and time as the parties shall agree. The parties hereto agree that time is of
the essence with respect to this Agreement.
SECTION 9. Expenses. The Seller will pay its pro rata share (the
Seller's pro rata portion to be determined according to the percentage that the
aggregate principal balance as of the Cut-off Date of all the Mortgage Loans
represents in proportion to the aggregate principal balance as of the Cut-off
Date of all the mortgage loans to be included in the Trust Fund) of all costs
and expenses of the Purchaser in connection with the transactions contemplated
herein, including, but not limited to: (i) the costs and expenses of the
Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs
and expenses of reproducing and delivering the Pooling and Servicing Agreement
and this Agreement and printing (or otherwise reproducing,) and delivering the
Certificates; (iii) the reasonable and documented fees, costs and expenses of
the Trustee and its counsel incurred in connection with the Trustee entering
into the Pooling and Servicing Agreement; (iv) the fees and disbursements of a
firm of certified public accountants selected by the Purchaser and the Seller
with respect to numerical information in respect of the Mortgage Loans and the
Certificates included in the Prospectus, any Free Writing Prospectus (as defined
in the Indemnification Agreement), the Memoranda (as defined in the
Indemnification Agreement) and any related 8-K Information (as defined in the
Underwriting Agreement), or items similar to the 8-K Information, including the
cost of obtaining any "comfort letters" with respect to such items; (v) the
costs and expenses in connection with the qualification or exemption of the
Certificates under state securities or blue sky laws, including filing fees and
reasonable fees and disbursements of counsel in connection therewith; (vi) the
costs and expenses in connection with any determination of the eligibility of
the Certificates for investment by institutional investors in any jurisdiction
and the preparation of any legal investment survey, including reasonable fees
and disbursements of counsel in connection therewith; (vii) the costs and
expenses in connection with printing (or otherwise reproducing) and delivering
the Registration Statement, the Prospectus, the Memoranda and any Free Writing
Prospectus, and the reproduction and delivery of this Agreement and the
furnishing to the Underwriters of such copies of the Registration Statement, the
Prospectus, the Memoranda, any Free Writing Prospectus and this Agreement as the
Underwriters may reasonably request; (viii) the fees of the rating agency or
agencies requested to rate the Certificates and (ix) the reasonable fees and
expenses of Xxxxxxx Xxxxxxxx & Wood, LLP, counsel to the Underwriters and
Cadwalader, Xxxxxxxxxx & Xxxx LLP, counsel to the Depositor.
SECTION 10. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement. Furthermore, the
parties shall in good faith endeavor to replace any provision held to be invalid
or unenforceable with a valid and enforceable provision which most closely
resembles, and which has the same economic effect as, the provision held to be
invalid or unenforceable.
SECTION 11. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York without regard to conflicts of
law principles and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
SECTION 12. No Third-Party Beneficiaries. The parties do not intend
the benefits of this Agreement to inure to any third party except as expressly
set forth in Section 13.
SECTION 13. Assignment. The Seller hereby acknowledges that the
Purchaser has, concurrently with the execution hereof, executed and delivered
the Pooling and Servicing Agreement and that, in connection therewith, it has
assigned its rights hereunder to the Trustee for the benefit of the
Certificateholders to the extent set forth in the Pooling and Servicing
Agreement. The Seller hereby acknowledges its obligations, including that of
expense reimbursement, pursuant to Sections 2.01, 2.02 and 2.03 of the Pooling
and Servicing Agreement. This Agreement shall bind and inure to the benefit of,
and be enforceable by, the Seller, the Purchaser and their permitted successors
and permitted assigns. The warranties and representations and the agreements
made by the Seller herein shall survive delivery of the Mortgage Loans to the
Trustee until the termination of the Pooling and Servicing Agreement.
SECTION 14. Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given upon
receipt by the intended recipient if personally delivered at or couriered, sent
by facsimile transmission or mailed by first class or registered mail, postage
prepaid, to (i) in the case of the Purchaser, X.X. Xxxxxx Chase Commercial
Mortgage Securities Corp., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Xxxxxx Xxxxx, Vice President, telecopy number (000) 000-0000, (ii) in the case
of the Seller, JPMorgan Chase Bank, National Association, 000 Xxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxxx, Vice President,
telecopy number (000) 000-0000 and (iii) in the case of any of the preceding
parties, such other address as may hereafter be furnished to the other party in
writing by such parties.
SECTION 15. Amendment. This Agreement may be amended only by a
written instrument which specifically refers to this Agreement and is executed
by the Purchaser and the Seller; provided, however, that unless such amendment
is to cure an ambiguity, mistake or inconsistency in this Agreement, no
amendment shall be permitted unless each Rating Agency has delivered a written
confirmation that such amendment will not result in a downgrade, withdrawal or
qualification of the then current ratings of the Certificates and the cost of
obtaining any Rating Agency confirmation shall be borne by the party requesting
such amendment. This Agreement shall not be deemed to be amended orally or by
virtue of any continuing custom or practice. No amendment to the Pooling and
Servicing Agreement which relates to defined terms contained therein or any
obligations of the Seller whatsoever shall be effective against the Seller
unless the Seller shall have agreed to such amendment in writing.
SECTION 16. Counterparts. This Agreement may be executed in any
number of counterparts, and by the parties hereto in separate counterparts, each
of which when executed and delivered shall be deemed to be an original and all
of which taken together shall constitute one and the same instrument.
SECTION 17. Exercise of Rights. No failure or delay on the part of
any party to exercise any right, power or privilege under this Agreement and no
course of dealing between the Seller and the Purchaser shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or
privilege under this Agreement preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. Except as set forth in
Section 6 herein, the rights and remedies herein expressly provided are
cumulative and not exclusive of any rights or remedies which any party would
otherwise have pursuant to law or equity. No notice to or demand on any party in
any case shall entitle such party to any other or further notice or demand in
similar or other circumstances, or constitute a waiver of the right of either
party to any other or further action in any circumstances without notice or
demand.
SECTION 18. No Partnership. Nothing herein contained shall be deemed
or construed to create a partnership or joint venture between the parties
hereto. Nothing herein contained shall be deemed or construed as creating an
agency relationship between the Purchaser and the Seller and neither party shall
take any action which could reasonably lead a third party to assume that it has
the authority to bind the other party or make commitments on such party's
behalf.
SECTION 19. Miscellaneous. This Agreement supersedes all prior
agreements and understandings relating to the subject matter hereof. Neither
this Agreement nor any term hereof may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against whom enforcement of the change, waiver, discharge or termination is
sought.
* * * * * *
IN WITNESS WHEREOF, the Purchaser and the Seller have caused their
names to be signed hereto by their respective officers thereunto duly authorized
as of the day and year first above written.
X.X. XXXXXX CHASE COMMERCIAL MORTGAGE
SECURITIES CORP.
By: /s/ Xxxxxxx X. Xxx
------------------------------------
Name: Xxxxxxx X. Xxx
Title: Vice President
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION
By: /s/ Xxxxxxx X. Xxx
------------------------------------
Name: Xxxxxxx X. Xxx
Title: Vice President
EXHIBIT A
MORTGAGE LOAN SCHEDULE
JPMCC 2006-CIBC14
Mortgage Loan Schedule (JPM)
Loan # Mortgagor Name
------ --------------
1 HG Galleria I, II, III, L.P., SA Galleria IV, L.P.
2 Rushmore One, LLC, Ballantyne One, LLC, Ballantyne Two, LLC, Ballantyne Three, LLC, Brixham Green One, LLC,LLC,
Xxxxxxxx Building, LLC, Hall Buildi
Brixham Green Two, LLC, Brixham Green Three, LLC, Xxxxxxxx Building, LLC, Cullman Park, LLC, Rushmore Two,
2.01 Rushmore One, LLC
2.02 Xxxxxxxx Building, LLC
2.03 Ballantyne Three, LLC
2.04 Xxxxxxx Building, LLC
2.05 Xxxxx Building, LLC
2.06 Cullman Park, LLC
2.07 Brixham Green One, LLC
2.08 Brixham Green Three, LLC
2.09 Ballantyne One, LLC
2.10 Ballantyne Two, LLC
2.11 Xxxxxxxxxx Building, LLC
2.12 Brixham Green Two, LLC
2.13 Bissell Hotels 5, LLC
2.14 Xxxxxxxx Building, LLC
2.15 Hall Building, LLC
2.16 Bissell Hotels 6, LLC
2.17 Rushmore Three, LLC
2.18 Rushmore Two, LLC
2.19 Xxxx Building, LLC
2.20 Rushmore Four, LLC
2.21 CRP Holdings A-2, LLC, CRP Holdings T-2, L.P.
3 CRP Holdings A-2, LLC, CRP Holdings T-2, L.P.
4 CRP Holdings A-2, LLC, CRP Holdings T-2, L.P.
5 CRP Holdings A-2, LLC, CRP Holdings T-2, L.P.
6 CRP Holdings A-2, LLC, CRP Holdings T-2, L.P.
7 CRP Holdings A-2, LLC, CRP Holdings T-2, L.P.
8 CRP Holdings A-2, LLC, CRP Holdings T-2, L.P.
9 CRP Holdings A-2, LLC, CRP Holdings T-2, L.P.
10 CRP Holdings A-2, LLC, CRP Holdings T-2, L.P.
11 LHL Realty PH, LLC
12 CJF1 LLC
12.01 CJF1 LLC
12.02 CJF1 LLC
12.03 CJF1 LLC
12.04 CJF1 LLC
12.05 CJF1 LLC
12.06 CJF1 LLC
12.07 CJF1 LLC
12.08 CJF1 LLC
12.09 CJF1 LLC
12.10 CJF1 LLC
12.11 CJF1 LLC
12.12 CJF1 LLC
12.13 CJF1 LLC
12.14 CJF1 LLC
12.15 CJF1 LLC
12.16 CJF1 LLC
13 AG/ARG Avion, L.L.C.
13.01 AG/ARG Avion, L.L.C.
13.02 AG/ARG Avion, L.L.C.
13.03 AG/ARG Avion, L.L.C.
13.04 AG/ARG Avion, L.L.C.
13.05 AG/ARG Avion, L.L.C.
13.06 AG/ARG Avion, L.L.C.
13.07 AG/ARG Avion, L.L.C.
00 Xxxxxxx Xxxxxxxx XX, Xxxxxxxx Meridian LP, Temple Meridian LP
14.01 Lakewood Meridian LP
14.02 Temple Meridian LP
14.03 Boulder Meridian LP
15 PCDT, LP
17 Concord Commons, LLC
00 Xxxxx Xxxx Associates West, L.L.C.
20 Rancho Keystone Park, LLC
21 Estancia at Morningstar, L.P.
23 Hometown Cloverleaf, L.L.C.
24 0000 Xxxxx Xxxx Associates III
26 Canyon Portal II, L.L.C.
27 Flamingo East Ltd.
33 CRP Holdings MD, LLC
34 Campus Pointe Associates LLC
39 Hometown Santa Xxxxxxx, L.L.C.
40 Thoroughbred Xxxxxxxx House LLC
41 Natomas Village Partners, LLC
00 Xxxxxxxx Xxxxx Xxxxxxxxxx, X.X.X.
00 XX Xxxx Xxxxx Station Apartments I, LLC, et al
44 Xxxx A, LLC
55 Vista Associates, Ltd.
56 Tower City Hotel Associates Limited Partnership
57 Kimco Horsham, LP
58 York Nevada Management South, LLC
60 Tulane Holdings, LLC
62 Viva Branchburg, L.L.C.
64 Xxxxxxx-2540 Route 130 Associates, L.P.
00 Xxxxxx Xxxxx Associates-Grand Rapids, L.L.C.
67 Pickwick SK Realty, LLC
68 Fiesta III, LLC
70 Salem SK Realty, LLC
80 Fiesta I, LLC
82 407 Broad/Canal LLC
00 Xxxxxxxx Xxxxxxxxx Associates, LLC
84 Attic Plus Storage IV, LLP
84.01 Attic Plus Storage IV, LLP
84.02 Attic Plus Storage IV, LLP
84.03 Attic Plus Storage IV, LLP
84.04 Attic Plus Storage IV, LLP
84.05 Attic Plus Storage IV, LLP
84.06 Attic Plus Storage IV, LLP
85 DBL Axel, LLC
86 Irwindale Arrow Investors, LLC
87 The Crossing at 288 Phase I, Ltd.
88 Xxxxxxxx Xxxxxxx, LLC
89 Xxxxxxxxx Xxxxxxx II, LLC
91 Wyckford SK Realty, LLC
00 Xxxxxx Xxxxxx Crossing, LLC
95 Lafayette Plaza, LLC
101 Hometown North Xxxx, L.L.C.
102 Aims Development Corp.
102.01 Aims Development Corp.
102.02 Aims Development Corp.
102.03 Aims Development Corp.
102.04 Aims Development Corp.
102.05 Aims Development Corp.
102.06 Aims Development Corp.
105 K & F Property Strongsville, LLC
107 Lynns Regent, LLC
000 Xxxxxxxx Xxxxxxx Xxxxxxx, L.L.C.
000 Xxxxxxxxx XX Xxxxxx, Ltd.
111 Safe Storage, Inc, Another Safe Storage, LLC, Another Self-Storage, LLC
111.01 Another Safe Storage, LLC
111.02 Another Safe Storage, LLC
111.03 Safe Storage, Inc.
000 Xxxxxxxx Xxxxxxx Xxxxxxx, L.L.C.
116 Brookwood - Xxxxx, L.L.C.
000 Xxxx Xxxxx Xxxxxx, LLC
118 SouthMetro Centers V, LLC
000 Xxxxxxxx Xxxxxxxxxx Xxxxxxx, L.L.C.
123 Living Defense, LLC
124 KBP Group III, LP
125 K & F Property Alliance, LLC
127 The Cliffs #1 Limited Partnership
000 Xxxxxxxx Xxxxxx Xxxx Colony, L.L.C.
129 First Choice Hotel Holdings, Inc.
132 BACE, LLC
135 Pinebrook Apartments, Ltd.
147 RS Summer Chase Apartments I, LLC, et al
000 Xxxxxxxxxxx Xxxx Lone Star, L.P.
151 Hometown Skyway, L.L.C.
157 Xxxxxx X. Xxxxx, Trustee of the Xxxx Xxxxx Survivor's Trust Dated April 26, 1997
158 South Tech Xxxxxxx 3040C, LLC
162 Lakefront 17, LLC
000 Xxxxxx Xxxx, XX
000 000 Xxxxxx Xxxx Drive, LLC
172 Greenfield Partners, LP
174 Origin Saginaw, LLC and BGM Pecos Pads, Inc.
176 JL Arrowhead Fountains, LLC, GS Arrowhead Fountains, LLC, JNS Arrowhead Fountains, LLC and ATZT Arrowhead Fountains, LLC
177 Calx, Ltd
178 TPlus Limited II
000 Xxxxxx Xxxx Xxxxxxx, L.L.C.
000 Xxxxxxxxx Xxxxxxx Xxxxxxx, LLC, Camelback Black Mountain Investment, LLC, JTL Camelback, LLC
183 FAUR WPC (OH) LLC
184 Marketplace Lofts Retail, LLC
185 Maple 108 Associates, Limited Partnership
188 Xxxxxx Xxxxx, L.P.
190 Frost LLC
191 Belvedere Properties, LLC
192 Xxxxx Technology Centre LLC
194 RCP Richmond, LLC
196 ELJABE, LLC
197 Big Tree Self Storage, LLC
Loan # Property Address
------ ----------------
1 0000 Xxxxxxxxxx Xxxx
2 Various
2.01 00000 Xxxxxxxxxx Xxxxxxx Xxxxxxx
2.02 13860 Ballantyne Corporate Place
2.03 13515 Ballantyne Corprate Place
2.04 13840 Ballantyne Corporate Place
2.05 13850 Ballantyne Corporate Place
2.06 14120 Ballantyne Corporate Place
2.07 15800 Xxxx X. Xxxxxxx Drive
2.08 13925 Ballantyne Corporate Place
2.09 15720 Xxxx X. Xxxxxxx Drive
2.10 13777 Ballantyne Corporate Place
2.11 13950 Ballantyne Corporate Place
2.12 13925 Ballantyne Corporate Place
2.13 15735 Xxxx X. Xxxxxxx Drive
2.14 00000 Xxxxxxxx Xxxxx
2.15 00000 Xxxxxxxx Xxxxx
2.16 15660 Xxxx X. Xxxxxxx Drive
2.17 00000 Xxxxxxxx Xxxxx
2.18 00000 Xxxxxxxx Xxxxx
2.19 15640 Xxxx X. Xxxxxxx Drive
2.20 00000 Xxxxxxxx Xxxxx
2.21 Various
3 7909, 7865, 7875 & 0000 Xxxxxxxxxx Xxxx
4 11320 Random Hills Xxxx
0 0000 XxXxxxxxx Xxxxxx Xxxx
6 550, 1000, 1050, 1400-1440, 0000 Xxxx Xxxxxxxx Xxxxxx Xxxxx, 0000 Xxxxxx Xxxxx and 000 Xxxxxxxx Xxxxx
0 0000 Xxxxx Xxxxxx Road
8 0000 Xxxxxxx Xxxx and 0000 Xxx Xxxxx Xxxxxxx
9 14103-14269 NE 000xx Xxxxxx and 19800-19874 141st Place NE
10 1950 - 0000 Xxxxxxx Xxxx
11 000 X Xxxxxx XX
12 Various
12.01 00000-00000 Xxxx Xxxxxxxxxxx Xxxxxx
12.02 000 Xxxxx Xxxxxxxx Xxxxxx
12.03 0000 Xxxx Xxxxx Xxxx
12.04 W165 X0000 Xxxxxxxxx Xxxxx
12.05 000 Xxxx 000xx Xxxxxx
12.06 00000 Xxxxx Xxxxxxxx Xxxx
12.07 0000 Xxxxxxx Xxxxxx
12.08 0000-0000 Xxxxxxxxx Xxxxxx
12.09 0000 Xxxx 00xx Xxxxxx
12.10 0000 Xxxxx Xxxxx Xxxxxx
12.11 0000 Xxxxx Xxxxxxxxx Xxxxxx
12.12 00000 Xxxx Xxxxxxxx Xxxxxx
12.13 000-000 Xxxxxxx Xxxxx
12.14 000 Xxxxxxxxx Xxxx
12.15 0000 Xxxxx Xxxxxx Xxxxxx
12.16 00000 Xxxxx Xxxxx Xxxxx
13 Various
13.01 00000 Xxxxx Xxxxxxx
13.02 0000 Xxxxxxxx Xxxxxxx
13.03 0000 Xxxxxxxxxx Xxxxxxxxx
13.04 0000 Xxxxxxxx Xxxxxxx
13.05 00000 Xxxxx Xxxxxxx
13.06 00000 Xxxxx Xxxxxxx
13.07 00000 Xxxxx Xxxxxxx
14 Various
14.01 0000 Xxxxx Xxxxxx Xxxxxx
14.02 0000 Xxxxx 00xx Xxxxxx
14.03 000 Xxxxxxxxx Xxxxx
15 0000 Xxxxx Xxxxxx Xxxxxxx
17 000 Xxxxxxx Xxxxxxx Xxxxx, XX
19 8300 Xxxxx Xxxx
00 00000 Xxxxx Xxxxxxx Expressway
21 0000 Xxxxxxxxxxx Xxxxxxxxx
23 000 Xxxxx Xxxxx Xxxxxx
24 0000 Xxxxx Xxxx
26 000 Xxxxx Xxxxxxx 00X
27 000 Xxxx 00xx Xxxxxx
33 7401 and 0000 Xxxxxx Xxxxxxxxx, 7375 and 0000 Xxxxxxxxx Xxxxx
34 0000 Xxxxx Xxxxxxxxxx Xxxxxxxxx
39 1600 North Xxxxxxxxx Xxxx
00 0000 Xxxxxxxxxxx Xxxx
41 3810 -3890 Xxxxxx Xxxx
00 00000 Xxxxxxxx Xxxxx Xxxx
00 0000 Xxxxxxxxxx Xxx
44 0000 Xxxxxx Xxxxxxxxx
55 0000 XX 000xx Xxxxxx
56 000 Xxxx Xxxxx Xxxx
57 000 Xxxxxxx Xxxx
00 0000 Xxxxx Xxxxxx View Xxxxxxxxx
00 0000 Xxxxxx Xxxx
62 0000 Xxxxx 00 Xxxx
00 0000 Xxxxx 000
00 0000-0000 00xx Xxxxxx XX and 0000-0000 Xxxxxxxxxx Xxxxx
67 1130 Raquet Club Xxxxx Xxxxx
00 0000-0000 Xxxxxxx Xxxxxx
70 0000 Xxxxxxxxxx Xxxxx
80 0000-0000 Xxxx Xxxxxxxx Xxxxxx, 0000 Xxxxxxx Xxxxxx
00 000 Xxxxxxxx
83 0000 Xxxxxxxx Xxxxxxxxx
84 Various
84.01 0000 Xxxxxxx 000
84.02 0000 Xxxxxx Xxxx
84.03 000 Xxxx Xxxxxx Xxxx
84.04 0000 Xxxxxx Xxxx
84.05 0000 Xxxxxx Xxxxxxx
84.06 0000 Xxxxxx Xxxxxxx
85 000 Xxxx Xxxx Xxxxxxx
86 16021-16031 Xxxx Xxxxx Xxxxxxx
00 00000 Broadway
88 8220 and 0000 Xxxxxxx Xxxxx
89 14141 Airline Xxxxxxx
00 0000 Xxxxxxxx Xxxxx
92 0000 Xxxxx Xxxxxxx Xxxxxx
95 000 Xxxx Xxxxxx
101 18200 US 31 North
102 Various
102.01 0000 Xxxxxx Xxxx
102.02 00 Xxxxx Xxxxxx
102.03 0000 Xxxxxxxxx Xxxxxx
102.04 000 XxXxxxxxx Xxxx
102.05 000 Xxxxx Xxxxxxxxxxx Xxxx
102.06 000 Xxxx Xxxx Xxxxxx
105 00000 Xxxxx Xxxx
107 21003-21007 Xxxxxxxx Xxxxx Xxxxx
000 000 Xxxxxxxx Xxxxxx
110 0000 Xxxx Xxxxx Xxxxxx
111 Various
111.01 000 Xxxxxxxx Xxxxxxx
111.02 000 Xxxxx Xxxxx
111.03 0000 Xxxxxxxxx Xxxxxx
113 000 00xx Xxxxxx XX
116 0000 Xxxxx Xxxxx
117 000 Xxxxxxx Xxxxxx
118 1240-1560 Xxxxxxxx Xxxx Xxxx
000 0000 Xxxxxxx Xxxx
123 4801 & 0000 Xxxxx Xxxxx
124 4900 State Xxxxxxx 0 Xxxxx
000 0000 Xxxx Xxxxx Xxxxxx
127 2400 East Xxxxxx Xxxxxxxxx
000 0000 Xxxx Xxxxxx Xxxx
129 0000 Xxxxxxxxx 00xx Xxxxxx
132 0000-0000 Xxxxxxxx Xxxxx
135 0000 Xxxxxx Xxxxx Xxxx
147 0000 Xxxx Xxxxxxxx Xxxxx
148 0000 Xxxxxx Xxxx Xxxx
151 0000 Xxxxxxx Xxxxx
157 0000 Xxxx Xxxxx Xxxxx Xxxxx
158 0000 Xxxxxxx Xxxxxx
162 0000 Xxxxxxxx Xxxxx
165 0000 Xxxxx Xxxx
000 000 Xxxxxx Xxxx Xxxxx
172 0000 Xxxxx Xxxxx Xxxx
174 7361 and 0000 Xxxxxxx Xxxxxx Xxxx
176 16680 North 83rd Avenue
177 3268 South Xxxx Xxxx
000 0000 Xxxxx Xxxxx Xxxxxxxxx
179 3164 South Xxxxxxx Xxxxxx
000 0000 Xxxxx Xxxxxxxxxx Road
183 000 Xxxxxxxxx Xxxx
184 000 Xxxx Xxxxxx
000 XXX Xxxx Xxxxx Xxxxxx & 000xx Xxxxxx
000 0000 Xxxxxxx Xxxxx
190 0000 Xxxxxxxxx Xxxx
191 422 and 000 Xxxxxxxxx Xxxx
192 29050 Xxxxx Xxxxx
000 000 Xxxxxxx Xxxxxx
196 9130-9154 Spring Valley Pike and 2000-2014 Xxxx Xxx Way
197 746 Fleet Financial Court
Loan # City State Zip Code County
------ ---- ----- -------- ------
1 Xxxxxxx XX 00000 Xxxxxx
2 Xxxxxxxxx XX 00000 Mecklenburg
2.01 Xxxxxxxxx XX 00000 Mecklenburg
2.02 Xxxxxxxxx XX 00000 Mecklenburg
2.03 Xxxxxxxxx XX 00000 Mecklenburg
2.04 Xxxxxxxxx XX 00000 Mecklenburg
2.05 Xxxxxxxxx XX 00000 Mecklenburg
2.06 Xxxxxxxxx XX 00000 Mecklenburg
2.07 Xxxxxxxxx XX 00000 Mecklenburg
2.08 Xxxxxxxxx XX 00000 Mecklenburg
2.09 Xxxxxxxxx XX 00000 Mecklenburg
2.10 Xxxxxxxxx XX 00000 Mecklenburg
2.11 Xxxxxxxxx XX 00000 Mecklenburg
2.12 Xxxxxxxxx XX 00000 Mecklenburg
2.13 Xxxxxxxxx XX 00000 Mecklenburg
2.14 Xxxxxxxxx XX 00000 Mecklenburg
2.15 Xxxxxxxxx XX 00000 Mecklenburg
2.16 Xxxxxxxxx XX 00000 Mecklenburg
2.17 Xxxxxxxxx XX 00000 Mecklenburg
2.18 Xxxxxxxxx XX 00000 Mecklenburg
2.19 Xxxxxxxxx XX 00000 Mecklenburg
2.20 Xxxxxxxxx XX 00000 Mecklenburg
2.21 Various Xxxxxxx Xxxxxxx Xxxxxxx
0 Xxxxxxx XX 00000 Xxxxxx
4 Xxxxxxx XX 00000 Fairfax
5 Xxxxxxxxxxxxx XX 00000 Gwinnett
6 Xxxxx Xxxxxxxx XX 00000 Xxxx
0 Xxxxxxxx Xxxxxxx XX 00000 DuPage
8 Xxxxxx Xxxx XX 00000 Xxxxxxx
9 Xxxxxxxxxxx XX 00000 King
10 Xxxxxxxx XX 00000 Xxxx
11 Xxxxxxxxxx XX 00000 District of Columbia
12 Various Various Various Various
12.01 Xxxxxx XX 00000 Will
12.02 Xxxxxxx XX 00000 XxXxxxx
12.03 Xxxxxxxxxx XX 00000 DuPage
12.04 Xxxxxxxxx Xxxxx XX 00000 Waukesha
12.05 Xxxxxxx XX 00000 Xxxx
12.06 Xxxxxx XX 00000 Will
12.07 Xxxxxxxx XX 00000 Lake
12.08 Elk Xxxxx Xxxxxxx XX 00000 Xxxx
12.09 Xxxxxxx Xxxx XX 00000 Xxxx
12.10 Xxxxxxx Xxxx XX 00000 Xxxx
12.11 Xxxxxxxxx Xxxxxxx XX 00000 Xxxx
12.12 Xxxxxxxx Xxxx XX 00000 Xxxx
12.13 Xxxxxxxx Xxxxxxx XX 00000 DuPage
12.14 Xxxxxxxxxx XX 00000 DuPage
12.15 Xxxxxxxxxx XX 00000 Xxxx
12.16 Xxxx Xxxxxx XX 00000 Lake
13 Chantilly VA 20151 Fairfax
13.01 Xxxxxxxxx XX 00000 Fairfax
13.02 Xxxxxxxxx XX 00000 Fairfax
13.03 Xxxxxxxxx XX 00000 Fairfax
13.04 Xxxxxxxxx XX 00000 Fairfax
13.05 Xxxxxxxxx XX 00000 Fairfax
13.06 Xxxxxxxxx XX 00000 Fairfax
13.07 Xxxxxxxxx XX 00000 Fairfax
14 Various Various Various Various
14.01 Xxxxxxxx XX 00000 Jefferson
14.02 Xxxxxx XX 00000 Xxxx
14.03 Xxxxxxx XX 00000 Boulder
15 Plano TX 75093 Collin
17 Xxxxxxx XX 00000 Cabarrus
19 Xxxxxxxxx XX 00000 Xxxxx Xxxxx
00 Xxxxxx XX 00000 Dallas
21 The Colony TX 75056 Xxxxxx
23 Xxxxxxxxxxx XX 00000 Hernando
24 Xxxxxxxx Xxxx XX 00000 Xxxxx Xxxxx
00 Xxxxxx XX 00000 Coconino
27 Xxxxxxx XX 00000 Miami-Dade
33 Xxxxxx XX 00000 Prince George's
34 Xxxxxxxxxxxx XX 00000 Xxxxxxxxxx
39 Xxxxxx XX 00000 Xxxxxxx
40 Xxxxxxxxx XX 00000 Fayette
41 Xxxxxxxxxx XX 00000 Sacramento
00 Xxxxxx Xxxx XX 00000 Xxxxxx
43 Huntsville AL 00000 Xxxxxxx
00 Xxxxxxx XX 00000 Dubuque
55 Xxxxxxx XX 00000 Miami-Dade
56 Xxxxxxxxx XX 00000 Cuyahoga
57 Xxxxxxx XX 00000 Montgomery
58 Xxx Xxxxx XX 00000 Xxxxx
60 Xxxx Xxxx XX 00000 Desoto
62 Xxxxxxxxxx XX 00000 Somerset
64 Xxxxxxxx XX 00000 Middlesex
00 Xxxxx Xxxxxx XX 00000 Kent
67 Xxxxxxxxxxxx XX 00000 Xxxxxx
68 Xxxxxxxxxx Xxxx XX 00000 Los Angeles
70 Xxxxxxxxxxxx XX 00000 Xxxxxx
80 Xxxxxxxxxx Xxxx XX 00000 Los Angeles
82 Xxx Xxxx XX 00000 New York
83 Xxx Xxxxxxx XX 00000 Los Angeles
84 Various AL Various Various
84.01 Xxxxxxxxxx XX 00000 Shelby
84.02 Xxxxxxxxxx XX 00000 Jefferson
84.03 Xxxxxxxx XX 00000 Jefferson
84.04 Xxxxxxxxxx XX 00000 Jefferson
84.05 Xxxxxx XX 00000 Shelby
84.06 Xxxxxx XX 00000 Shelby
85 Xxxxxxxxxxxx XX 00000 Dearborn
86 Xxxxxxxxx XX 00000 Los Angeles
87 Xxxxxxxx XX 00000 Brazoria
88 Jessup MD 20794 Xxxxxx
89 Xxxxx Xxxxx XX 00000 East Baton Rouge
91 Indianapolis IN 46214 Xxxxxx
92 Xxxxxx XX 00000 Xxx
95 Xxxxxxxx XX 00000 Washington
000 Xxxxxxxxx XX 00000 Xxxxxxxx
102 Various Various Various Various
102.01 Xxxxxxxx Xxxxxxx XX 00000 Xxxxxx
102.02 Xxxxxxxxxxx XX 00000 Xxxxx
102.03 Xxxxx XX 00000 Genesee
102.04 Xxxxxxxx XX 00000 Mahoning
102.05 Xxxxxxx XX 00000 Saint Xxxxxx
102.06 Xxxxxxxx XX 00000 Van Buren
105 Xxxxxxxxxxxx XX 00000 Cuyahoga
000 Xxxx xx Xxxxxxxx XX 00000 Los Angeles
109 Xxxxxxx XX 00000 Xxxxx
000 Xxxx Xxxxx XX 00000 Tarrant
111 Xxxxxxxxxxxxx XX 00000 Jessamine
111.01 Xxxxxxxxxxxxx XX 00000 Jessamine
111.02 Xxxxxxxxxxxxx XX 00000 Jessamine
111.03 Xxxxxxxxxxxxx XX 00000 Jessamine
000 Xxxxx Xxxxxx XX 00000 Kent
116 Xxxxx Xxxxx XX 00000 East Baton Rouge
117 Elkhart IN 46516 Elkhart
118 Xxxxxxxxxx XX 00000 Washington
120 Xxxxx XX 00000 Ada
123 Bowie MD 00000 Xxxxxx Xxxxxx'x
000 Xxxxxxx XX 00000 Xxxxxx
125 Alliance OH 44601 Xxxxx
000 Xxxxxxxxxxxx XX 00000 Washington
128 Xxxxxxxx XX 00000 Polk
000 Xxxxx Xxxxxxx XX 00000 Miami-Dade
132 Norcross GA 30092 Gwinnett
135 Xxxxxxxx XX 00000 Bexar
000 Xxxxxxx Xxxx XX 00000 Washington
148 Xxxxxxx XX 00000 Xxxxxx
151 Xxxxxxxxxxxx XX 00000 Xxxxxx
157 Xxxxxxxx XX 00000 Maricopa
000 Xxxxx Xxx Xxxxx XX 00000 Xxxxx
162 Columbia MD 00000 Xxxxxx
000 Xxxxxxxxx XX 00000 Bowie
166 Xxxxxxxxxx XX 00000 Berkeley
000 Xxxxxxx TX 00000 Xxxxxx
000 Xxx Xxxxx XX 00000 Xxxxx
176 Xxxxxx XX 00000 Maricopa
177 Houston TX 00000 Xxxxxx
000 Xxxxxx XX 00000 Xxxxxx
179 Marion IN 46053 Grant
000 Xxxxxxxxxx Xxxx XX 00000 Maricopa
183 Xxxxxx XX 00000 Xxxxx
184 Xxxxxxx XX 00000 Hennepin
000 Xxxxx XX 00000 Xxxxxxx
188 Xxxxxxx XX 00000 Ventura
000 Xxx Xxxx XX 00000 Xxxxx Xxxxx
191 Xxxxxxxxx XX 00000 Xxxxx
000 Xxxx XX 00000 Waryne
194 Xxxxxxxx XX 00000 Madison
196 Xxxxxxxxxx XX 00000 Montgomery
197 Xxxxxxxx XX 00000 Seminole
Loan # Property Name Size Measure Interest Rate (%)
------ ------------- ---- ------- -----------------
1 Houston Galleria 1894045 Square Feet 5.34405
0 Xxxxxxxxxx Xxxxxxxxx Xxxx 1647906 5.70300
2.01 AXA/Equitable 169912 Square Feet 5.70300
2.02 Xxxxxxxx Building 125470 Square Feet 5.70300
2.03 Ballantyne Three 104747 Square Feet 5.70300
2.04 Xxxxxxx Building 125016 Square Feet 5.70300
2.05 Xxxxx Building 126792 Square Feet 5.70300
2.06 Cullman Park 106857 Square Feet 5.70300
2.07 Brixham Green One 101254 Square Feet 5.70300
2.08 Brixham Green Three 101267 Square Feet 5.70300
2.09 Ballantyne One 101673 Square Feet 5.70300
2.10 Ballantyne Two 102014 Square Feet 5.70300
2.11 Xxxxxxxxxx Building 90442 Square Feet 5.70300
2.12 Brixham Green Two 101206 Square Feet 5.70300
2.13 Staybridge Suites 118 Rooms 5.70300
2.14 Xxxxxxxx Building 76155 Square Feet 5.70300
0.00 Xxxx Xxxxxxxx 00000 Xxxxxx Feet 5.70300
2.16 Courtyard by Marriott 90 Rooms 5.70300
2.17 Lending Tree Building 37800 Square Feet 5.70300
2.18 ESPN Building 37800 Square Feet 5.70300
2.19 Xxxxx Xxxx @ Xxxxxxxxxx 24081 Square Feet 5.70300
2.20 Lending Tree Two 37800 Square Feet 5.70300
2.21 Colony II Portfolio 2910423 Square Feet/Units 5.58900
3 Alamo Crossing Commerce Center 1047797 Square Feet 5.58900
0 Xxxx Xxxx 000000 Xxxxxx Xxxx 0.00000
0 Xxxxxxx Xxxx 496 Units 5.58900
6 Kensington Business Center 452684 Square Feet 5.58900
0 Xxxxxxxx Xxxxxxx Xxxxxxxxx Xxxxxx XXX 000000 Square Feet 5.58900
8 Southfield Logistics 799200 Square Feet 5.58900
0 Xxx Xxxx xx Xxxxxxxxxxx 000000 Square Feet 5.58900
00 Xxxxxx Xxxxxxx 000 Xxxxx 5.58900
11 Xxxxxxx Xxxxx Building 520180 Square Feet 5.49100
12 CenterPoint I 5391940 Square Feet 5.20400
12.01 21705-21707 Xxxx Xxxxxxxxxxx Xxxxxx 0000000 Xxxxxx Feet 5.20400
12.02 000 Xxxxx Xxxxxxxx Xxxxxx 1350450 Square Feet 5.20400
12.03 0000 Xxxx Xxxxx Xxxx 440343 Square Feet 5.20400
12.04 W165 X0000 Xxxxxxxxx Xxxxx 300120 Square Feet 5.20400
12.05 000 Xxxx 000xx Xxxxxx 529214 Square Feet 5.20400
12.06 00000 Xxxxx Xxxxxxxx Xxxx 213500 Square Feet 5.20400
12.07 0000 Xxxxxxx Xxxxxx 000000 Xxxxxx Feet 5.20400
12.08 0000-0000 Xxxxxxxxx Xxxxxx 150000 Square Feet 5.20400
12.09 0000 Xxxx 00xx Xxxxxx 000000 Xxxxxx Feet 5.20400
12.10 0000 Xxxxx Xxxxx Xxxxxx 000000 Xxxxxx Feet 5.20400
12.11 0000 Xxxxx Xxxxxxxxx Xxxxxx 00000 Xxxxxx Feet 5.20400
12.12 00000 Xxxx Xxxxxxxx Xxxxxx 134600 Square Feet 5.20400
12.13 000-000 Xxxxxxx Xxxxx 48230 Square Feet 5.20400
12.14 000 Xxxxxxxxx Xxxx 000000 Xxxxxx Feet 5.20400
12.15 0000 Xxxxx Xxxxxx Xxxxxx 101140 Square Feet 5.20400
12.16 00000 Xxxxx Xxxxx Xxxxx 00000 Xxxxxx Feet 5.20400
13 Avion Business Park Portfolio 586466 Square Feet 5.58300
13.01 Lakeside I 166046 Square Feet 5.58300
13.02 Avion III 88686 Square Feet 5.58300
13.03 Avion Tech I 102022 Square Feet 5.58300
13.04 Service Center III 67698 Square Feet 5.58300
13.05 Midrise II 56354 Square Feet 5.58300
13.06 Midrise I 57345 Square Feet 5.58300
13.07 Avion Tech II 48315 Square Feet 5.58300
14 Chartwell II Portfolio 499 Units 5.41300
14.01 Lakewood Meridian 172 Units 5.41300
14.02 Temple Meridian 231 Units 5.41300
14.03 Boulder Meridian 96 Units 5.41300
15 Park Center 235341 Square Feet 5.64000
00 Xxxxxxx Xxxxxxx 306250 Square Feet 5.25600
19 The Meridian at Brentwood - Phase I 167268 Square Feet 5.57000
00 Xxxxxxxx Xxxx 143261 Square Feet 5.60500
21 Estancia at Morning Star 300 Units 5.68000
23 HTA-Clover Leaf 780 Pads 5.40470
24 0000 Xxxxx Xxxx 000000 Xxxxxx Feet 5.57000
26 Canyon Portal 2 47422 Square Feet 6.21000
00 Xxxxxxxx Xxxx Xxxxx 252590 Square Feet 5.71000
33 Colony Line-Maryland Corporate Center 224421 Square Feet 5.35330
00 Xxxxxx Xxxxxx- Xxxxxxxxxxxx 000 Beds 5.21000
39 HTA-Santa Xxxxxxx 484 Pads 5.40470
40 The Xxxxxxxx House Crowne Plaza 290 Rooms 5.52000
41 Natomas Village 37076 Square Feet 5.30000
00 Xxxxxxxx Xxxxx Xxxxxxxxxx 000 Units 5.40000
00 Xxxx Xxxxx Xxxxxxx Xxxxxxxxxx 000 Units 5.87000
44 Eagle Window 390000 Square Feet 5.17000
00 Xxxxx Xxxxx 00000 Xxxxxx Feet 5.60000
56 Chase Financial Tower 118690 Square Feet 5.55500
00 Xxxxxxx Xxxxx 75206 Square Feet 5.50000
58 Valley View Business Center IV 120713 Square Feet 5.24000
60 Tulane Park Apartments 256 Units 5.70300
62 Viva International Building 148000 Square Feet 5.81000
00 Xxxxxxxx Xxxxxxxxx Xxxxxx 000000 Square Feet 5.34000
00 Xxxxxx Xxxxx Xxxxxxxxxx 000 Units 5.67600
00 Xxxxxxxx Xxxxx Xxxxxxxxxx 000 Units 5.48000
00 Xxxxx Xx Xx Xxxxxx Xxxxxx XXX & IV 48573 Square Feet 5.75000
70 Salem Courthouse Apartments 388 Units 5.48000
00 Xxxxx Xx Xx Xxxxxx Xxxxx X 00000 Square Feet 5.75000
82 000 Xxxxxxxx 00000 Xxxxxx Feet 5.45000
83 0000 Xxxxxxxx Xxxxxxxx 00000 Xxxxxx Feet 5.59000
84 Attic Plus Self Storage Portfolio 2032 Units 5.37000
84.01 Xxxxxxx 000/000 Xxxxx 000 Xxxxx 5.37000
84.02 Trussville/Xxxxxxx 453 Units 5.37000
84.03 Homewood/Bluff Park 321 Units 5.37000
84.04 Xxxxxxx/Centerpoint 283 Units 5.37000
84.05 Riverchase/Pelham 351 Units 5.37000
84.06 Pelham/Alabaster 148 Units 5.37000
85 Dearborn Plaza 118325 Square Feet 5.57000
86 Irwindale 101044 Square Feet 5.18000
00 Xxx Xxxxxxxx xx 000 00000 Xxxxxx Feet 5.50600
00 Xxxxxxx Xxxxxxxx Xxxxxx XX 000000 Square Feet 5.56000
89 Xxxxxxxxx Xxxxxxx Technology Park 120480 Square Feet 5.45800
00 Xxxxxxxx Xxxxxxx Apartments 248 Units 5.52000
92 Shoppes at Xxxxxx Crossing 75334 Square Feet 5.59000
00 Xxxxxxxxx Xxxxxx - Xxxx 000000 Square Feet 5.51000
000 XXX-Xxxxx Xxxx Xxxxxxx 289 Pads 5.40470
102 Rite Aid Portfolio - Xxxxx Company 64405 Square Feet 5.73500
102.01 Rite Aid - Xxxxxxxx Xxxxxxx XX 00000 Square Feet 5.73500
102.02 Rite Aid - Xxxxxxxxxxx XX 00000 Square Feet 5.73500
102.03 Rite Aid - Xxxxx XX 00000 Square Feet 5.73500
102.04 Rite Aid - Xxxxxxxx XX 00000 Square Feet 5.73500
102.05 Rite Aid - Xxxxxxx XX 00000 Square Feet 5.73500
102.06 Rite Aid - Xxxxxxxx XX 00000 Square Feet 5.73500
000 Xxxxxxxxxxxx Xxxxx 00000 Xxxxxx Feet 5.70000
107 21003-21007 Xxxxxxxx Xxxxx Xxxxx 000000 Xxxxxx Feet 5.55000
000 XXX-Xxxxxxx Xxxxxxx 288 Pads 5.40470
000 Xxxxxxxxx Xxxxxx 00000 Xxxxxx Feet 5.27000
111 Safe Storage Portfolio 1703 Units 5.66000
111.01 Derby Self Storage 611 Units 5.66000
111.02 Secure Self Storage 441 Units 5.66000
111.03 Safe Storage 651 Xxxxx 0.00000
000 XXX-Xxxxxxx Xxxxxxx 204 Pads 5.40470
116 The Storage Center- Xxxxx 639 Units 5.67500
000 Xxxx Xxxxx Xxxxxx 120 Xxxxx 0.00000
000 Xxxxxx Xxxxx 83149 Square Feet 5.51000
000 XXX-Xxxxxxxxxx Xxxxxxx 154 Pads 5.40470
000 XXXX X & X 00000 Xxxxxx Feet 5.69000
000 Xxxx Xxxxxxxx Xxxxxxxx Xxxxxx 00000 Xxxxxx Feet 5.68000
000 Xxxxxxxx Xxxxxx 00000 Xxxxxx Feet 5.67000
000 Xxx Xxxxxx Xxxx, Xxxxx I 204 Units 4.99000
000 XXX-Xxxxxx Xxxx Colony 201 Pads 5.40470
129 Holiday Inn Express 110 Rooms 5.88200
000 Xxxxxxxx Xxxxx 00000 Xxxxxx Feet 5.57000
000 Xxxxxx Xxxxx Xxxxxxxxxx - Xxxxxxxx, XX 108 Units 5.49000
147 Summer Chase Apartments 97 Units 6.00000
148 La Quinta Garden Apartments 163 Units 5.75000
151 HTA-Skyway 156 Pads 5.40470
000 Xxxxx Xxxxx Xxxxx 00000 Xxxxxx Feet 6.03000
158 3040 Xxxxxxx 51822 Square Feet 5.70500
162 0000 Xxxxxxxx Xxxxx 00000 Xxxxxx Feet 5.60000
000 Xxxxxx Xxxxxxxxxx 000 Xxxxx 5.85000
166 000 Xxxxxx Xxxx Xxxxx 00000 Xxxxxx Feet 5.72000
000 Xxxxxxxxxx Xxxxxxxxxx 000 Xxxxx 5.23000
174 Origin Business Park 23268 Square Feet 5.82000
176 Arrowhead Fountains Center 15425 Square Feet 5.83000
000 Xxxx Xxxxx 00000 Xxxxxx Feet 5.30000
178 TPlus Limited 60063 Square Feet 5.42000
000 Xxxxxx Xxxx Xxxxx 00000 Xxxxxx Feet 5.74000
181 Camelback Litchfield Retail Shops 9404 Square Feet 5.55000
183 Faurecia Exhaust Systems, Inc. 61000 Square Feet 5.16000
184 Xxxxxxx Marketplace Retail 18216 Square Feet 5.69000
185 Maple 108 Shopping Center 36149 Square Feet 5.52000
000 Xxxxxxx Xxxxx Self Storage 598 Units 5.68000
190 0000 Xxxxxxxxx Xxxx 0000 Xxxxxx Feet 5.79000
191 Belvedere Properties 423 Units 6.15000
192 Moriseiki 18692 Square Feet 5.54000
000 XXX Xx-Xxxx 00000 Xxxxxx Feet 5.94000
196 Country Manor Apartments 20 Units 6.01000
197 Big Tree Self Storage 478 Units 5.92000
Loan # Net Mortgage Interest Rate Original Balance Cutoff Balance Term Rem. Term Maturity/ARD Date Amort. Term
------ -------------------------- ---------------- -------------- ---- --------- ----------------- -----------
1 5.32335 290,000,000 290,000,000 120 117 12/01/15 0
2 5.68230 217,000,000 217,000,000 120 118 01/01/16 0
2.01 22,715,000 22,715,000 120 118 01/01/16 0
2.02 16,590,000 16,590,000 120 118 01/01/16 0
2.03 15,000,000 15,000,000 120 118 01/01/16 0
2.04 14,665,000 14,665,000 120 118 01/01/16 0
2.05 13,510,000 13,510,000 120 118 01/01/16 0
2.06 13,475,000 13,475,000 120 118 01/01/16 0
2.07 12,670,000 12,670,000 120 118 01/01/16 0
2.08 12,425,000 12,425,000 120 118 01/01/16 0
2.09 12,025,000 12,025,000 120 118 01/01/16 0
2.10 12,000,000 12,000,000 120 118 01/01/16 0
2.11 11,305,000 11,305,000 120 118 01/01/16 0
2.12 10,920,000 10,920,000 120 118 01/01/16 0
2.13 8,540,000 8,540,000 120 118 01/01/16 0
2.14 7,980,000 7,980,000 120 118 01/01/16 0
2.15 7,805,000 7,805,000 120 118 01/01/16 0
2.16 6,720,000 6,720,000 120 118 01/01/16 0
2.17 5,040,000 5,040,000 120 118 01/01/16 0
2.18 4,935,000 4,935,000 120 118 01/01/16 0
2.19 4,375,000 4,375,000 120 118 01/01/16 0
2.20 4,305,000 4,305,000 120 118 01/01/16 0
2.21 158,564,000 158,564,000
3 5.56830 33,112,683 33,112,683 96 96 03/01/14 0
4 5.56830 23,770,000 23,770,000 72 72 03/01/12 0
5 5.56830 22,400,000 22,400,000 84 84 03/01/13 0
6 5.56830 18,000,587 18,000,587 72 72 03/01/12 0
7 5.56830 16,200,000 16,200,000 72 72 03/01/12 0
8 5.56830 16,000,000 16,000,000 96 96 03/01/14 0
9 5.56830 15,580,730 15,580,730 96 96 03/01/14 0
10 5.56830 13,500,000 13,500,000 84 84 03/01/13 0
11 5.47030 120,000,000 120,000,000 120 118 01/01/16 0
12 5.18330 117,450,000 117,450,000 60 53 08/07/10 0
12.01 19,800,000 19,800,000 60 53 08/07/10 0
12.02 18,738,000 18,738,000 60 53 08/07/10 0
12.03 16,020,000 16,020,000 60 53 08/07/10 0
12.04 10,035,000 10,035,000 60 53 08/07/10 0
12.05 8,820,000 8,820,000 60 53 08/07/10 0
12.06 7,515,000 7,515,000 60 53 08/07/10 0
12.07 6,840,000 6,840,000 60 53 08/07/10 0
12.08 4,464,000 4,464,000 60 53 08/07/10 0
12.09 4,230,000 4,230,000 60 53 08/07/10 0
12.10 4,185,000 4,185,000 60 53 08/07/10 0
12.11 3,438,000 3,438,000 60 53 08/07/10 0
12.12 3,060,000 3,060,000 60 53 08/07/10 0
12.13 2,880,000 2,880,000 60 53 08/07/10 0
12.14 2,655,000 2,655,000 60 53 08/07/10 0
12.15 2,475,000 2,475,000 60 53 08/07/10 0
12.16 2,295,000 2,295,000 60 53 08/07/10 0
13 5.56230 95,000,000 95,000,000 120 118 01/01/16 360
13.01 29,500,000 29,500,000 120 118 01/01/16 360
13.02 15,000,000 15,000,000 120 118 01/01/16 360
13.03 13,400,000 13,400,000 120 118 01/01/16 360
13.04 10,700,000 10,700,000 120 118 01/01/16 360
13.05 9,600,000 9,600,000 120 118 01/01/16 360
13.06 9,300,000 9,300,000 120 118 01/01/16 360
13.07 7,500,000 7,500,000 120 118 01/01/16 360
14 5.39230 72,500,000 72,021,798 120 114 09/01/15 360
14.01 29,700,000 29,504,102 120 114 09/01/15 360
14.02 24,900,000 24,735,762 120 114 09/01/15 360
14.03 17,900,000 17,781,933 120 114 09/01/15 360
15 5.61930 43,400,000 43,400,000 120 118 01/01/16 360
17 5.23530 31,200,000 31,200,000 120 117 12/01/15 360
19 5.54930 27,000,000 27,000,000 120 118 01/01/16 360
20 5.54430 24,260,000 24,260,000 120 118 01/01/16 360
21 5.62930 22,800,000 22,800,000 120 118 01/01/16 360
23 5.38400 22,200,000 22,200,000 120 118 01/01/16 360
24 5.54930 22,000,000 22,000,000 120 118 01/01/16 360
26 6.18930 21,000,000 21,000,000 60 58 01/01/11 360
27 5.64930 20,700,000 20,653,081 120 118 01/01/16 360
33 5.33260 18,360,000 18,360,000 96 96 03/01/14 0
34 5.18930 18,000,000 17,916,294 120 116 11/01/15 360
39 5.38400 17,000,000 17,000,000 120 117 12/01/15 360
40 5.49930 17,000,000 16,893,724 120 116 11/01/15 300
41 5.27930 16,500,000 16,500,000 120 118 01/01/16 360
42 5.33930 16,400,000 16,344,920 120 117 12/01/15 360
43 5.79795 16,300,000 16,300,000 60 58 01/01/11 360
44 5.14930 15,500,000 15,500,000 120 117 12/01/15 300
55 5.52930 13,250,000 13,219,422 120 118 01/01/16 360
56 5.53430 13,200,000 13,200,000 120 118 01/01/16 360
57 5.47930 13,000,000 12,969,503 120 118 01/01/16 360
58 5.21930 13,000,000 12,968,176 120 118 01/01/16 360
60 5.68230 12,560,000 12,560,000 120 119 02/01/16 360
62 5.73930 12,175,000 12,158,503 120 119 02/01/16 360
64 5.26930 12,000,000 11,982,905 120 119 02/01/16 360
65 5.60530 11,800,000 11,800,000 120 118 01/01/16 360
67 5.45930 11,539,662 11,539,662 120 117 12/01/15 360
68 5.72930 11,525,000 11,525,000 120 118 01/01/16 360
70 5.45930 11,015,478 11,015,478 120 117 12/01/15 360
80 5.72930 9,415,000 9,415,000 120 118 01/01/16 360
82 5.42930 9,000,000 9,000,000 120 117 12/01/15 360
83 5.51930 9,000,000 8,979,196 120 118 01/01/16 360
84 5.27930 9,000,000 8,901,664 180 177 12/01/20 180
84.01 2,800,000 2,769,407 180 177 12/01/20 180
84.02 2,200,000 2,175,962 180 177 12/01/20 180
84.03 1,520,079 1,503,470 180 177 12/01/20 180
84.04 1,336,287 1,321,686 180 177 12/01/20 180
84.05 1,043,821 1,032,416 180 177 12/01/20 180
84.06 99,813 98,722 180 177 12/01/20 180
85 5.54930 8,840,000 8,840,000 120 119 02/01/16 360
86 5.15930 8,800,000 8,800,000 120 118 01/01/16 360
87 5.43530 8,750,000 8,750,000 120 119 02/01/16 360
88 5.47930 8,500,000 8,500,000 144 141 12/01/17 360
89 5.39730 8,500,000 8,479,922 120 118 01/01/16 360
91 5.49930 8,127,297 8,127,297 120 117 12/01/15 360
92 5.51930 8,080,000 8,080,000 120 117 12/01/15 360
95 5.48930 8,000,000 7,981,263 120 118 01/01/16 360
101 5.38400 7,218,000 7,218,000 120 117 12/01/15 360
102 5.66430 7,122,000 7,105,923 120 118 01/01/16 360
102.01 1,187,000 1,184,321 120 118 01/01/16 360
102.02 1,187,000 1,184,321 120 118 01/01/16 360
102.03 1,187,000 1,184,321 120 118 01/01/16 360
102.04 1,187,000 1,184,321 120 118 01/01/16 360
102.05 1,187,000 1,184,321 120 118 01/01/16 360
102.06 1,187,000 1,184,321 120 118 01/01/16 360
105 5.62930 7,000,000 6,984,108 120 118 01/01/16 360
107 5.52930 7,000,000 6,983,713 120 118 01/01/16 360
109 5.38400 6,900,000 6,900,000 120 118 01/01/16 360
110 5.24930 6,800,000 6,800,000 120 116 11/01/15 360
111 5.63930 6,650,000 6,634,803 120 118 01/01/16 360
111.01 2,900,000 2,893,373 120 118 01/01/16 360
111.02 1,912,500 1,908,129 120 118 01/01/16 360
111.03 1,837,500 1,833,301 120 118 01/01/16 360
113 5.38400 6,280,000 6,280,000 120 118 01/01/16 360
116 5.65430 6,000,000 5,986,322 120 118 01/01/16 360
117 5.51930 6,000,000 5,986,016 120 118 01/01/16 360
118 5.43930 6,000,000 5,973,614 120 116 11/01/15 360
120 5.38400 5,728,000 5,728,000 120 118 01/01/16 360
123 5.60930 5,600,000 5,582,190 120 117 12/01/15 360
124 5.65930 5,520,000 5,507,427 120 118 01/01/16 360
125 5.59930 5,520,000 5,507,406 120 118 01/01/16 360
127 4.96930 5,475,000 5,418,449 144 142 01/01/18 144
128 5.38400 5,325,000 5,325,000 120 117 12/01/15 360
129 5.86130 5,300,000 5,290,480 120 119 02/01/16 300
132 5.54930 5,175,000 5,162,998 120 118 01/01/16 360
135 5.39930 5,100,000 5,077,488 120 116 11/01/15 360
147 5.88930 4,227,000 4,227,000 60 57 12/01/10 0
148 5.72930 4,160,000 4,160,000 120 118 01/01/16 360
151 5.38400 4,133,000 4,133,000 120 118 01/01/16 360
157 6.00930 3,955,000 3,955,000 120 120 03/01/16 360
158 5.68430 3,800,000 3,791,380 120 118 01/01/16 360
162 5.57930 3,650,000 3,650,000 120 117 12/01/15 360
165 5.77930 3,600,000 3,592,025 120 118 01/01/16 360
166 5.64930 3,560,000 3,560,000 120 118 01/01/16 360
172 5.20930 3,300,000 3,284,711 120 116 11/01/15 360
174 5.79930 3,200,000 3,190,070 120 117 12/01/15 360
176 5.80930 3,150,000 3,142,999 120 118 01/01/16 360
177 5.27930 3,000,000 2,986,280 144 140 11/01/17 360
178 5.39930 3,000,000 2,971,767 120 114 09/01/15 300
179 5.66930 2,920,000 2,913,414 120 118 01/01/16 360
181 5.52930 2,850,000 2,837,560 120 116 11/01/15 360
183 5.13930 2,675,000 2,657,351 84 80 11/01/12 300
184 5.61930 2,650,000 2,643,974 120 118 01/01/16 360
185 5.44930 2,600,000 2,600,000 120 118 01/01/16 360
188 5.65930 2,250,000 2,250,000 120 117 12/01/15 360
190 5.76930 2,200,000 2,193,134 120 117 12/01/15 360
191 6.07930 2,150,000 2,140,866 120 117 12/01/15 300
192 5.51930 2,100,000 2,093,162 120 118 01/01/16 300
194 5.89930 1,920,000 1,915,809 120 118 01/01/16 360
196 5.98930 1,520,000 1,513,918 120 116 11/01/15 360
197 5.78430 1,250,000 1,244,499 120 117 12/01/15 300
Loan # Rem. Amort. Monthly Debt Service Servicing Fee Rate Accrual Type ARD (Y/N) ARD Step Up (%) Title Type
------ ----------- -------------------- ------------------ ------------ --------- --------------- ----------
1 0 1,309,415 0.02000 Actual/360 No Fee
2 0 1,045,616 0.02000 Actual/360 No Fee
2.01 0 109,452 Actual/360 No Fee
2.02 0 79,939 Actual/360 No Fee
2.03 0 72,278 Actual/360 No Fee
2.04 0 70,663 Actual/360 No Fee
2.05 0 65,098 Actual/360 No Fee
2.06 0 64,929 Actual/360 No Fee
2.07 0 61,050 Actual/360 No Fee
2.08 0 59,870 Actual/360 No Fee
2.09 0 57,943 Actual/360 No Fee
2.10 0 57,822 Actual/360 No Fee
2.11 0 54,473 Actual/360 No Fee
2.12 0 52,618 Actual/360 No Fee
2.13 0 41,150 Actual/360 No Fee
2.14 0 38,452 Actual/360 No Fee
2.15 0 37,608 Actual/360 No Fee
2.16 0 32,380 Actual/360 No Fee
2.17 0 24,285 Actual/360 No Fee
2.18 0 23,779 Actual/360 No Fee
2.19 0 21,081 Actual/360 No Fee
2.20 0 20,744 Actual/360 No Fee
2.21 748,769 Fee
3 0 156,364 0.02000 Actual/360 No Fee
4 0 112,246 0.02000 Actual/360 No Fee
5 0 105,777 0.02000 Actual/360 No Fee
6 0 85,002 0.02000 Actual/360 No Fee
7 0 76,499 0.02000 Actual/360 No Fee
8 0 75,555 0.02000 Actual/360 No Fee
9 0 73,575 0.02000 Actual/360 No Fee
10 0 63,750 0.02000 Actual/360 No Fee
11 0 556,726 0.02000 Actual/360 No Fee
12 0 516,416 0.02000 Actual/360 No Fee
12.01 0 87,059 Actual/360 No Fee
12.02 0 82,389 Actual/360 No Fee
12.03 0 70,438 Actual/360 No Fee
12.04 0 44,123 Actual/360 No Fee
12.05 0 38,781 Actual/360 No Fee
12.06 0 33,043 Actual/360 No Fee
12.07 0 30,075 Actual/360 No Fee
12.08 0 19,628 Actual/360 No Fee
12.09 0 18,599 Actual/360 No Fee
12.10 0 18,401 Actual/360 No Fee
12.11 0 15,117 Actual/360 No Fee
12.12 0 13,455 Actual/360 No Fee
12.13 0 12,663 Actual/360 No Fee
12.14 0 11,674 Actual/360 No Fee
12.15 0 10,882 Actual/360 No Fee
12.16 0 10,091 Actual/360 No Fee
13 360 544,357 0.02000 Actual/360 No Fee
13.01 360 169,037 Actual/360 No Fee
13.02 360 85,951 Actual/360 No Fee
13.03 360 76,783 Actual/360 No Fee
13.04 360 61,312 Actual/360 No Fee
13.05 360 55,009 Actual/360 No Fee
13.06 360 53,290 Actual/360 No Fee
13.07 360 42,976 Actual/360 No Fee
14 354 407,698 0.02000 Actual/360 No Fee
14.01 354 167,016 Actual/360 No Fee
14.02 354 140,023 Actual/360 No Fee
14.03 354 100,659 Actual/360 No Fee
15 360 250,246 0.02000 Actual/360 No Fee
17 360 172,404 0.02000 Actual/360 No Fee
19 360 154,491 0.02000 Actual/360 No Fee
20 360 139,348 0.06000 Actual/360 No Fee
21 360 132,042 0.05000 Actual/360 No Fee
23 360 124,725 0.02000 Actual/360 No Fee
24 360 125,882 0.02000 Actual/360 No Fee
26 360 128,755 0.02000 Actual/360 No Leasehold
27 358 120,274 0.06000 Actual/360 No Fee
33 0 83,043 0.02000 Actual/360 No Fee
34 356 98,951 0.02000 Actual/360 No Fee
39 360 95,510 0.02000 Actual/360 No Fee
40 296 104,598 0.02000 Actual/360 No Fee
41 360 91,625 0.02000 Actual/360 No Fee
42 357 92,091 0.06000 Actual/360 No Fee
43 360 96,369 0.07135 Actual/360 No Fee
44 300 92,153 0.02000 Actual/360 No Fee
55 358 76,065 0.07000 Actual/360 No Fee
56 360 75,404 0.02000 Actual/360 No Fee
57 358 73,813 0.02000 Actual/360 No Fee
58 358 71,706 0.02000 Actual/360 No Fee
60 360 72,922 0.02000 Actual/360 No Fee
62 359 71,515 0.07000 Actual/360 No Fee
64 359 66,935 0.07000 Actual/360 No Fee
65 360 68,308 0.07000 Actual/360 No Fee
67 360 65,376 0.02000 Actual/360 No Fee
68 360 67,257 0.02000 Actual/360 No Fee
70 360 62,407 0.02000 Actual/360 No Fee
80 360 54,943 0.02000 Actual/360 No Fee
82 360 50,819 0.02000 Actual/360 No Fee
83 358 51,610 0.07000 Actual/360 No Fee
84 177 72,918 0.09000 Actual/360 No Fee
84.01 177 22,686 Actual/360 No Fee
84.02 177 17,824 Actual/360 No Fee
84.03 177 12,316 Actual/360 No Fee
84.04 177 10,827 Actual/360 No Fee
84.05 177 8,457 Actual/360 No Fee
84.06 177 809 Actual/360 No Fee
85 360 50,581 0.02000 Actual/360 No Fee
86 360 48,213 0.02000 Actual/360 No Fee
87 360 49,714 0.07000 Actual/360 No Fee
88 360 48,583 0.08000 Actual/360 No Fee
89 358 48,038 0.06000 Actual/360 No Fee
91 360 46,248 0.02000 Actual/360 No Fee
92 360 46,335 0.07000 Actual/360 No Fee
95 358 45,473 0.02000 Actual/360 No Fee
101 360 40,552 0.02000 Actual/360 No Fee
102 358 41,494 0.07000 Actual/360 No Fee
102.01 358 6,916 Actual/360 No Fee
102.02 358 6,916 Actual/360 No Fee
102.03 358 6,916 Actual/360 No Fee
102.04 358 6,916 Actual/360 No Fee
102.05 358 6,916 Actual/360 No Fee
102.06 358 6,916 Actual/360 No Fee
105 358 40,628 0.07000 Actual/360 No Fee
107 358 39,965 0.02000 Actual/360 No Fee
109 360 38,766 0.02000 Actual/360 No Fee
110 360 37,634 0.02000 Actual/360 No Fee
111 358 38,428 0.02000 Actual/360 No Fee
111.01 358 16,758 Actual/360 No Fee
111.02 358 11,052 Actual/360 No Fee
111.03 358 10,618 Actual/360 No Fee
113 360 35,283 0.02000 Actual/360 No Fee
116 358 34,729 0.02000 Actual/360 No Fee
117 358 34,218 0.02000 Actual/360 No Fee
118 356 34,105 0.07000 Actual/360 No Fee
120 360 32,181 0.02000 Actual/360 No Fee
123 357 32,467 0.08000 Actual/360 No Fee
124 358 31,968 0.02000 Actual/360 No Fee
125 358 31,933 0.07000 Actual/360 No Fee
127 142 50,610 0.02000 Actual/360 No Fee
128 360 29,917 0.02000 Actual/360 No Fee
129 299 33,767 0.02000 Actual/360 No Fee
132 358 29,611 0.02000 Actual/360 No Fee
135 356 28,925 0.09000 Actual/360 No Fee
147 0 21,429 0.11000 Actual/360 No Fee
148 360 24,277 0.02000 Actual/360 No Fee
151 360 23,220 0.02000 Actual/360 No Fee
157 360 23,789 0.02000 Actual/360 No Fee
158 358 22,067 0.02000 Actual/360 No Fee
162 360 20,954 0.02000 Actual/360 No Fee
165 358 21,238 0.07000 Actual/360 No Fee
166 360 20,707 0.07000 Actual/360 No Fee
172 356 18,182 0.02000 Actual/360 No Fee
174 357 18,817 0.02000 Actual/360 No Fee
176 358 18,543 0.02000 Actual/360 No Fee
177 356 16,659 0.02000 Actual/360 No Fee
178 294 18,280 0.02000 Actual/360 No Fee
179 358 17,022 0.07000 Actual/360 No Fee
181 356 16,272 0.02000 Actual/360 No Fee
183 296 15,888 0.02000 Actual/360 No Fee
184 358 15,364 0.07000 Actual/360 No Fee
185 360 14,795 0.07000 Actual/360 No Fee
188 360 13,031 0.02000 Actual/360 No Fee
190 357 12,895 0.02000 Actual/360 No Fee
191 297 14,050 0.07000 Actual/360 No Fee
192 298 12,946 0.02000 Actual/360 No Fee
194 358 11,437 0.04000 Actual/360 No Fee
196 356 9,123 0.02000 Actual/360 No Fee
197 297 7,993 0.13500 Actual/360 No Fee
Loan # Crossed Loan Originator/Loan Seller
------ ------------ ----------------------
1 JPMCB
2 JPMCB
2.01 JPMCB
2.02 JPMCB
2.03 JPMCB
2.04 JPMCB
2.05 JPMCB
2.06 JPMCB
2.07 JPMCB
2.08 JPMCB
2.09 JPMCB
2.10 JPMCB
2.11 JPMCB
2.12 JPMCB
2.13 JPMCB
2.14 JPMCB
2.15 JPMCB
2.16 JPMCB
2.17 JPMCB
2.18 JPMCB
2.19 JPMCB
2.20 JPMCB
2.21 JPMCB
3 A JPMCB
4 A JPMCB
5 A JPMCB
6 A JPMCB
7 A JPMCB
8 A JPMCB
9 A JPMCB
10 A JPMCB
11 JPMCB
12 JPMCB
12.01 JPMCB
12.02 JPMCB
12.03 JPMCB
12.04 JPMCB
12.05 JPMCB
12.06 JPMCB
12.07 JPMCB
12.08 JPMCB
12.09 JPMCB
12.10 JPMCB
12.11 JPMCB
12.12 JPMCB
12.13 JPMCB
12.14 JPMCB
12.15 JPMCB
12.16 JPMCB
13 JPMCB
13.01 JPMCB
13.02 JPMCB
13.03 JPMCB
13.04 JPMCB
13.05 JPMCB
13.06 JPMCB
13.07 JPMCB
14 JPMCB
14.01 JPMCB
14.02 JPMCB
14.03 JPMCB
15 JPMCB
17 JPMCB
19 JPMCB
20 JPMCB
21 JPMCB
23 JPMCB
24 JPMCB
26 JPMCB
27 JPMCB
33 JPMCB
34 JPMCB
39 JPMCB
40 JPMCB
41 JPMCB
42 JPMCB
43 JPMCB
44 JPMCB
55 JPMCB
56 JPMCB
57 JPMCB
58 JPMCB
60 JPMCB
62 JPMCB
64 JPMCB
65 JPMCB
67 JPMCB
68 JPMCB
70 JPMCB
80 JPMCB
82 JPMCB
83 JPMCB
84 JPMCB
84.01 JPMCB
84.02 JPMCB
84.03 JPMCB
84.04 JPMCB
84.05 JPMCB
84.06 JPMCB
85 JPMCB
86 JPMCB
87 JPMCB
88 JPMCB
89 JPMCB
91 JPMCB
92 JPMCB
95 JPMCB
101 JPMCB
102 JPMCB
102.01 JPMCB
102.02 JPMCB
102.03 JPMCB
102.04 JPMCB
102.05 JPMCB
102.06 JPMCB
105 JPMCB
107 JPMCB
109 JPMCB
110 JPMCB
111 JPMCB
111.01 JPMCB
111.02 JPMCB
111.03 JPMCB
113 JPMCB
116 JPMCB
117 JPMCB
118 JPMCB
120 JPMCB
123 JPMCB
124 JPMCB
125 JPMCB
127 JPMCB
128 JPMCB
129 JPMCB
132 JPMCB
135 JPMCB
147 JPMCB
148 JPMCB
151 JPMCB
157 JPMCB
158 JPMCB
162 JPMCB
165 JPMCB
166 JPMCB
172 JPMCB
174 JPMCB
176 JPMCB
177 JPMCB
178 JPMCB
179 JPMCB
181 JPMCB
183 JPMCB
184 JPMCB
185 JPMCB
188 JPMCB
190 JPMCB
191 JPMCB
192 JPMCB
194 JPMCB
196 JPMCB
197 JPMCB
Loan # Guarantor
------ ---------
1 Simon Property Group L.P., Xxxxxx Street Capital, LLC, Institutional Mall Investors LLC
2 X.X. Xxxxxxx
2.01 X.X. Xxxxxxx
2.02 X.X. Xxxxxxx
2.03 X.X. Xxxxxxx
2.04 X.X. Xxxxxxx
2.05 X.X. Xxxxxxx
2.06 X.X. Xxxxxxx
2.07 X.X. Xxxxxxx
2.08 X.X. Xxxxxxx
2.09 X.X. Xxxxxxx
2.10 X.X. Xxxxxxx
2.11 X.X. Xxxxxxx
2.12 X.X. Xxxxxxx
2.13 X.X. Xxxxxxx
2.14 X.X. Xxxxxxx
2.15 X.X. Xxxxxxx
2.16 X.X. Xxxxxxx
2.17 X.X. Xxxxxxx
2.18 X.X. Xxxxxxx
2.19 X.X. Xxxxxxx
2.20 X.X. Xxxxxxx
2.21 Colony Capital
3 Colony Capital
4 Colony Capital
5 Colony Capital
6 Colony Capital
7 Colony Capital
8 Colony Capital
9 Colony Capital
10 Colony Capital
11 Xxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxxx, Xxxxxx Xxxxx Xxxxxxxx
12 CenterPoint Xxxxx Xxxxxxxx LLC
12.01 CenterPoint Xxxxx Xxxxxxxx LLC
12.02 CenterPoint Xxxxx Xxxxxxxx LLC
12.03 CenterPoint Xxxxx Xxxxxxxx LLC
12.04 CenterPoint Xxxxx Xxxxxxxx LLC
12.05 CenterPoint Xxxxx Xxxxxxxx LLC
12.06 CenterPoint Xxxxx Xxxxxxxx LLC
12.07 CenterPoint Xxxxx Xxxxxxxx LLC
12.08 CenterPoint Xxxxx Xxxxxxxx LLC
12.09 CenterPoint Xxxxx Xxxxxxxx LLC
12.10 CenterPoint Xxxxx Xxxxxxxx LLC
12.11 CenterPoint Xxxxx Xxxxxxxx LLC
12.12 CenterPoint Xxxxx Xxxxxxxx LLC
12.13 CenterPoint Xxxxx Xxxxxxxx LLC
12.14 CenterPoint Xxxxx Xxxxxxxx LLC
12.15 CenterPoint Xxxxx Xxxxxxxx LLC
12.16 CenterPoint Xxxxx Xxxxxxxx LLC
13 Advance Realty Group, LLC
13.01 Advance Realty Group, LLC
13.02 Advance Realty Group, LLC
13.03 Advance Realty Group, LLC
13.04 Advance Realty Group, LLC
13.05 Advance Realty Group, LLC
13.06 Advance Realty Group, LLC
13.07 Advance Realty Group, LLC
14 ING Management Limited
14.01 ING Management Limited
14.02 ING Management Limited
14.03 ING Management Limited
15 GFW Trust
17 Xxxxxx Xxxxxxxxxxx, Xxxx Xxxxxxxxxxx
19 Xxx X. Xxxxxx III, Xxxx X. Xxxx and Xxxxxxxx X. Xxxxx XX
20 Xxxxxx Xxxxxxxx
21 Xxxx X. Xxxxxxxx, Xxxxxxxx Development Company, LLC
00 Xxxxxxxx Xxxxxxx, L.L.C.
24 Xxxx Xxxxxxxxx
26 Xxxxxx X. Xxxxxxx Xx., Xxxx Xxxxxxx
27 Xxxxx Xxxxxxxxx
33 CRP Holdings A, L.P.
34 Xxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxx X. Xxxxxx, XX
00 Xxxxxxxx Xxxxxxx, L.L.C.
40 Xxxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxxxxx, Xx.
41 Xxxxx X. Xxxxxx
42 Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxxx
43 Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx Xxxxx, Xxxxx Xxxxx Xxxxx, Xxxxxxx Xxxxxxxx, Xxxx Xxxxxxxx, Xxxxxx X.
Xxxxxx, Xxxxx X. Xxxxxx, Xxxxxx X. Xxxxx, Xxxxxxxxx X. Xxxxx, Xxxxxx X. Xxxxx, Hope X. Xxxxxxxxx Cater,
Xxxxxxx X. Xxxxxx, Xxxxxx Com
44 Xxxxxx Xxxxxx, Xxxxx Xxxxxx and Xxxxxx Family Trust
55 Xxxxx Xxxxxxxxx
56 Tower City Hotel Associates Limited Partnership
57 Kubs Income Fund I, LP
58 Xxxxxxx X. York
60 Xxxxx Xxxxxxxxxxx, Xxxxxxx Xxxxxxxxx
62 Xxxxxx Xxxx
64 Xxxxxxx Xxxxxxx
65 Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxxx
67 Xxxxxx Xxxxxx
68 Xxxxx Xxxxxx, Xxxx Xxxxxx
70 Xxxxxx Xxxxxx
80 Xxxxx Xxxxxx, Xxxx Xxxxxx
82 Xxxxx Xxxxxx
83 Xxxxxx Xxxxx, Xxxx Xxxxx Xxxxx
84 Xxxxxx X. Xxxxxxx, D. Xxxxx Xxxxx
84.01 Xxxxxx X. Xxxxxxx, D. Xxxxx Xxxxx
84.02 Xxxxxx X. Xxxxxxx, D. Xxxxx Xxxxx
84.03 Xxxxxx X. Xxxxxxx, D. Xxxxx Xxxxx
84.04 Xxxxxx X. Xxxxxxx, D. Xxxxx Xxxxx
84.05 Xxxxxx X. Xxxxxxx, D. Xxxxx Xxxxx
84.06 Xxxxxx X. Xxxxxxx, D. Xxxxx Xxxxx
85 Xxxxxxxxx Family Trust
86 Xxxxxx Xxxxxxxx and Xxxxxx Xxxxxxxx
87 Xxxxxxx X. Xxxxxxxx
88 Bavar I Limited Partnership, L.L.L.P.
89 Xxxxxx St. Xxxx LLC, Per Properties LLC
91 Xxxxxx Xxxxxx
92 Xxxxxx Xxxxxxxx
95 Xxxxxx Xxxxx
000 Xxxxxxxx Xxxxxxx, L.L.C.
102 Xxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx
102.01 Xxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx
102.02 Xxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx
102.03 Xxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx
102.04 Xxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx
102.05 Xxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx
102.06 Xxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx
105 Xxxxxxxxx X. Xxxxxxxx
107 Xxxxx Xxx, Xxx Xxxxx Xxx, Xxxxx Xxx Xxxx Xxx
000 Xxxxxxxx Xxxxxxx, L.L.C.
110 X.X. Xxxxxx, XX, Xxxxx Xxxxx Xxxxxx
111 Xxxxxx Xxxxxxx Xxxxx, IV
111.01 Xxxxxx Xxxxxxx Xxxxx, IV
111.02 Xxxxxx Xxxxxxx Xxxxx, IV
111.03 Xxxxxx Xxxxxxx Xxxxx, IV
000 Xxxxxxxx Xxxxxxx, L.L.C.
116 R. Xxxxx Xxxxx
117 Xxxx X. Xxxxxxxxx
118 Xxxxx Xxxxx, Xxxxxx Xxxxx, and Xxxxxx Xxxxxxxxxx
000 Xxxxxxxx Xxxxxxx, L.L.C.
000 Xxxxxx Xx. Xxxx
000 Xxx Xxxx X. Xxxxxx
125 Xxxxxxxxx X. Xxxxxxxx
127 Xxx X. Xxxxxxx, X. X. Xxxxxxx Family Limited Partnership, The Cliffs, Inc. and
Xxxxxxxxx Family Cliffs Limited Partnership #1
000 Xxxxxxxx Xxxxxxx, L.L.C.
129 Sunburst Hospitality Corporation
132 Xxxxxxx X. Xxxxxx
135 Xxxx X. Xxxxxxx
147 Xxxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx, as trustees of the Xxxxxxxx Trust,
dated September 1995, Xxxx X. Xxxxx, Xxxxxx X. Xxxxxxxx, LLC, Xxxxx X. Xxxxxxxx and Xxxxx X. Xxxxxxxx, as trustees
of the Xxxxxxxx Family 2003
148 Bentley Xxxxxxxx
000 Xxxxxxxx Xxxxxxx, L.L.C.
000 Xxxxxx X. Xxxxx
000 Xxx X. Xxxxxxx xxx Xxxxx Xxxxxxx
162 Xxxxxxxxx X. Xxxxxxxx, Xxxx Xxxx Xxxxxxxx, R. Xxxxx Xxxxx, Xxxxxxx Xxx
000 X. Xxxxxxx Xxxxxxxxx, XX, Xxxxxxx X.X. Xxx
166 Xxxxxxx X. Xxxxx
172 Ryder, Xxxxxxxx Properties, Inc.
174 Juergent Xxxxxx and Xxxxxxx X. Xxxxxx
176 Xxxxxx Xxxxxxxxx, Xxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxx
177 Simi Investment Company, Ltd .
178 Xxxxxx X. Xxxxxx and Xxxxxx X Xxxxxx, Inc.
179 Xxxxxxxx Xxxxxxx
000 Xxxxxxx Xxxxxxx LLC, Black Mountain Investment LLC, Xxxxxxx Mitriani Revocable Trust Dated August 16, 2004,
Xxxxx Xxxxxxx, Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxxx, Inc., Venture Holdings, Inc., Xxxxxx Xxxxxxxx and Xxxxxx Xxxxxxxx Trust
183 W.P. Xxxxx & Co. LLC
184 Xxxxxxx X. Xxxxx
185 Xxxxxx X. Xxxxxx and Xxxxxx Xxxxxxxxxxx
188 Xxxxxx X. Xxxxxxxxxx, Xxxxxxx X. Xxxxxxxxxx and Xxxxx Xxxxxxxxx
190 Xxxxxxx X. Xxxxxx
000 Xxxx X. Xxxxx
192 Xxxx X. Xxxxx
194 Xxxxx X. Xxxxxxx
196 Xxxxxx Xxxxx
197 Xxxxxxx X. Xxxxx and F. Xxxxxx Xxxxx
UPFRONT ESCROW
---------------------------------------------------------------------------------------------
Loan # Letter of Credit Upfront CapEx Reserve Upfront Eng. Reserve Upfront Envir. Reserve Upfront TI/LC Reserve
------ ---------------- --------------------- -------------------- ---------------------- ---------------------
1 No 0.00 0.00 0.00 0.00
2 4,891,428.8 0.00 0.00 0.00 0.00
2.01
2.02
2.03
2.04
2.05
2.06
2.07
2.08
2.09
2.10
2.11
2.12
2.13
2.14
2.15
2.16
2.17
2.18
2.19
2.20
2.21 No 0.00 0.00 0.00 0.00
3 No 0.00 0.00 0.00
4 No 0.00 0.00 0.00
5 No 0.00 0.00 0.00
6 No 0.00 0.00 0.00
7 No 0.00 0.00 0.00
8 No 0.00 0.00 0.00
9 No 0.00 0.00 0.00
10 No 0.00 0.00 0.00
11 No 0.00 0.00 0.00 0.00
12 No 0.00 0.00 0.00 0.00
12.01 No
12.02 No
12.03 No
12.04 No
12.05 No
12.06 No
12.07 No
12.08 No
12.09 No
12.10 No
12.11 No
12.12 No
12.13 No
12.14 No
12.15 No
12.16 No
13 No 0.00 0.00 0.00 0.00
13.01 No
13.02 No
13.03 No
13.04 No
13.05 No
13.06 No
13.07 No
14 No 0.00 132,200.00 0.00 0.00
14.01 No
14.02 No
14.03 No
15 No 0.00 0.00 0.00 2,340,000.00
17 1,500,000.0 0.00 0.00 0.00 0.00
19 No 0.00 0.00 0.00 0.00
20 No 0.00 0.00 0.00 0.00
21 800,000.0 0.00 0.00 0.00 0.00
23 No 0.00 0.00 0.00 0.00
24 No 0.00 0.00 0.00 0.00
26 No 0.00 0.00 0.00 0.00
27 512,640 0.00 3,125.00 0.00 0.00
33 No 0.00 0.00 0.00 0.00
34 No 0.00 0.00 0.00 0.00
39 No 0.00 0.00 0.00 0.00
40 1,500,000.0 0.00 12,188.00 0.00 0.00
41 No 0.00 0.00 0.00 0.00
42 750,000.0 0.00 0.00 0.00 0.00
43 No 0.00 0.00 155,000.00 0.00
44 No 0.00 0.00 0.00 0.00
55 318,600 0.00 0.00 0.00 0.00
56 No 0.00 0.00 0.00 0.00
57 No 0.00 0.00 0.00 0.00
58 No 0.00 0.00 0.00 0.00
60 No 0.00 0.00 0.00 0.00
62 No 0.00 0.00 0.00 0.00
64 No 0.00 8,312.50 0.00 0.00
65 750,000.0 0.00 0.00 0.00 0.00
67 No 0.00 1,600.00 0.00 0.00
68 No 0.00 0.00 0.00 238,000.00
70 No 0.00 0.00 1,600.00 0.00
80 No 0.00 0.00 0.00 112,000.00
82 No 0.00 0.00 0.00 0.00
83 No 0.00 0.00 0.00 150,000.00
84 No 0.00 23,336.25 0.00 0.00
84.01 No
84.02 No
84.03 No
84.04 No
84.05 No
84.06 No
85 No 0.00 0.00 0.00 0.00
86 No 325,000.00 26,125.00 0.00 0.00
87 No 0.00 0.00 0.00 0.00
88 No 0.00 0.00 0.00 0.00
89 No 0.00 0.00 0.00 0.00
91 No 0.00 17,325.00 1,600.00 0.00
92 557,595.0 0.00 10,000.00 0.00 0.00
95 No 0.00 0.00 0.00 0.00
101 No 0.00 0.00 0.00 0.00
102 No 0.00 0.00 0.00 0.00
102.01 No
102.02 No
102.03 No
102.04 No
102.05 No
102.06 No
105 No 0.00 0.00 0.00 290,400.00
107 No 0.00 0.00 0.00 0.00
109 No 0.00 0.00 0.00 0.00
110 No 0.00 0.00 0.00 0.00
111 No 0.00 0.00 0.00 0.00
111.01 No
111.02 No
111.03 No
113 No 0.00 0.00 0.00 0.00
116 No 0.00 0.00 0.00 0.00
117 No 0.00 13,750.00 0.00 0.00
118 No 0.00 0.00 0.00 0.00
120 No 0.00 0.00 0.00 0.00
123 No 0.00 0.00 0.00 158,918.00
124 No 0.00 0.00 0.00 50,000.00
125 No 0.00 0.00 0.00 0.00
127 No 0.00 0.00 0.00 0.00
128 No 0.00 0.00 0.00 0.00
129 No 0.00 0.00 0.00 0.00
132 No 14,395.20 125,660.00 0.00 0.00
135 No 0.00 0.00 0.00 0.00
147 No 0.00 0.00 0.00 0.00
148 No 0.00 106,570.85 0.00 0.00
151 No 0.00 0.00 0.00 0.00
157 No 0.00 0.00 0.00 0.00
158 No 0.00 0.00 0.00 0.00
162 No 0.00 0.00 0.00 50,000.00
165 No 0.00 0.00 0.00 0.00
166 100,000.0 0.00 0.00 0.00 0.00
172 No 0.00 8,625.00 0.00 0.00
174 No 0.00 0.00 0.00 0.00
176 No 0.00 0.00 0.00 0.00
177 No 0.00 0.00 0.00 0.00
178 No 0.00 0.00 0.00 0.00
179 No 0.00 0.00 0.00 0.00
181 No 0.00 0.00 0.00 121,875.00
183 No 0.00 0.00 0.00 0.00
184 No 0.00 0.00 0.00 0.00
185 No 0.00 425,885.00 0.00 0.00
188 No 0.00 0.00 0.00 0.00
190 No 0.00 0.00 0.00 0.00
191 No 0.00 12,871.00 0.00 0.00
192 No 0.00 0.00 0.00 0.00
194 11,027.0 0.00 0.00 0.00 0.00
196 No 0.00 0.00 0.00 0.00
197 No 0.00 6,324.00 0.00 0.00
UPFRONT ESCROW MONTHLY ESCROW
--------------------------------------------------------------------- ----------------------------------------------
Loan # Upfront RE Tax Reserve Upfront Ins. Reserve Upfront Other Reserve Monthly Capex Reserve Monthly Envir. Reserve
------ ---------------------- -------------------- --------------------- --------------------- ----------------------
1 0.00 0.00 0.00 0.00 0.00
2 0.00 0.00 0.00 18806.92 0.00
2.01
2.02
2.03
2.04
2.05
2.06
2.07
2.08
2.09
2.10
2.11
2.12
2.13
2.14
2.15
2.16
2.17
2.18
2.19
2.20
2.21 0.00 0.00 0.00 0.00 0.00
3 0.00 0.00 0.00 0.00 0.00
4 0.00 0.00 0.00 0.00 0.00
5 0.00 0.00 0.00 0.00 0.00
6 0.00 0.00 0.00 0.00 0.00
7 0.00 0.00 0.00 0.00 0.00
8 0.00 0.00 0.00 0.00 0.00
9 0.00 0.00 0.00 0.00 0.00
10 0.00 0.00 0.00 0.00 0.00
11 0.00 0.00 0.00 0.00 0.00
12 0.00 0.00 0.00 0.00 0.00
12.01
12.02
12.03
12.04
12.05
12.06
12.07
12.08
12.09
12.10
12.11
12.12
12.13
12.14
12.15
12.16
13 169,609.19 0.00 0.00 7015.42 0.00
13.01
13.02
13.03
13.04
13.05
13.06
13.07
14 0.00 0.00 0.00 0.00 0.00
14.01
14.02
14.03
15 147,442.91 31,441.08 0.00 353.24 0.00
17 29,355.19 10,471.83 0.00 0.00 0.00
19 38,394.75 12,273.50 0.00 599.08 0.00
20 122,562.81 9,666.67 520,000.00 1790.76 0.00
21 96,566.95 49,813.75 0.00 5000.00 0.00
23 90,656.87 0.00 0.00 2931.81 0.00
24 79,982.17 0.00 0.00 935.59 0.00
26 24,581.56 12,768.67 0.00 0.00 0.00
27 76,699.08 0.00 0.00 0.00 0.00
33 0.00 0.00 0.00 0.00 0.00
34 40,125.83 55,361.67 0.00 5674.67 0.00
39 58,002.83 0.00 0.00 1978.58 0.00
40 10,216.65 15,431.67 0.00 14731.92 0.00
41 28,068.79 13,641.33 0.00 0.00 0.00
42 219,664.81 47,422.83 0.00 6100.00 0.00
43 45,975.01 85,027.64 0.00 6434.00 0.00
44 0.00 0.00 0.00 0.00 0.00
55 57,334.21 0.00 0.00 0.00 0.00
56 0.00 0.00 7,663,000.00 1680.56 0.00
57 116,688.06 0.00 0.00 790.00 0.00
58 0.00 0.00 0.00 0.00 0.00
60 47,677.62 4,499.25 10,000.00 3732.71 0.00
62 29,961.36 7,524.00 0.00 0.00 0.00
64 19,543.40 0.00 0.00 1897.83 0.00
65 29,394.37 9,774.67 0.00 6375.00 0.00
67 22,742.15 5,832.87 0.00 7162.50 0.00
68 22,650.48 4,721.15 0.00 806.85 0.00
70 42,684.07 5,844.93 0.00 7746.81 0.00
80 22,841.13 4,326.68 0.00 772.26 0.00
82 0.00 0.00 0.00 0.00 0.00
83 9,367.22 6,324.55 0.00 964.08 0.00
84 17,658.34 20,851.00 0.00 1434.16 0.00
84.01
84.02
84.03
84.04
84.05
84.06
85 49,794.35 6,667.95 300,000.00 1472.71 0.00
86 41,245.03 0.00 0.00 1263.05 0.00
87 42,483.55 16,599.16 38,065.00 375.25 0.00
88 42,366.96 0.00 0.00 0.00 0.00
89 17,342.48 0.00 0.00 0.00 0.00
91 28,096.07 4,466.27 0.00 5159.73 0.00
92 69,816.40 4,407.33 0.00 0.00 0.00
95 24,491.48 4,521.25 0.00 2875.00 0.00
101 30,942.02 0.00 0.00 1057.92 0.00
102 0.00 0.00 0.00 1773.82 0.00
102.01
102.02
102.03
102.04
102.05
102.06
105 28,271.92 5,357.67 0.00 1100.69 0.00
107 22,838.93 4,361.30 0.00 1805.00 0.00
109 22,556.27 0.00 0.00 212.66 0.00
110 156,220.79 12,943.33 0.00 202.13 0.00
111 5,836.83 7,000.00 0.00 794.17 0.00
111.01
111.02
111.03
113 40,615.36 0.00 0.00 1096.94 0.00
116 8,115.14 1,493.50 0.00 0.00 0.00
117 0.00 0.00 0.00 0.00 0.00
118 26,919.88 4,157.17 0.00 1210.60 0.00
120 14,056.51 0.00 0.00 809.72 0.00
123 70,180.47 0.00 0.00 771.00 0.00
124 16,770.45 7,304.75 97,395.00 795.83 0.00
125 37,483.34 3,617.67 66,000.00 663.89 0.00
127 38,463.54 8,934.38 0.00 0.00 0.00
128 15,480.00 0.00 0.00 635.25 0.00
129 0.00 0.00 0.00 0.00 0.00
132 15,706.45 5,811.67 0.00 0.00 0.00
135 126,896.49 15,960.58 0.00 1543.61 0.00
147 3,300.41 20,107.34 0.00 2020.00 0.00
148 16,799.25 34,712.00 0.00 3395.83 0.00
151 10,355.24 0.00 0.00 375.00 0.00
157 0.00 1,822.33 0.00 148.48 0.00
158 21,276.66 7,840.00 13,440.00 645.23 0.00
162 21,696.25 1,437.75 0.00 445.00 0.00
165 8,022.29 11,617.20 0.00 3125.00 0.00
166 10,922.93 1,546.25 0.00 0.00 0.00
172 114,367.00 17,651.23 0.00 1820.00 0.00
174 5,850.00 1,168.75 0.00 192.16 0.00
176 30,531.32 1,532.50 0.00 128.54 0.00
177 65,400.00 0.00 0.00 567.84 0.00
178 62,374.26 8,928.33 0.00 0.00 0.00
179 15,137.79 2,740.50 0.00 462.50 0.00
181 1,154.28 878.50 0.00 70.97 0.00
183 0.00 0.00 0.00 0.00 0.00
184 20,818.15 1,300.00 0.00 23.22 0.00
185 30,253.63 0.00 0.00 421.74 0.00
188 0.00 0.00 0.00 0.00 0.00
190 0.00 0.00 0.00 0.00 0.00
191 874.59 1,799.08 0.00 945.00 0.00
192 10,674.00 5,650.00 0.00 0.00 0.00
194 1,065.50 0.00 0.00 0.00 0.00
196 14,154.49 553.67 0.00 118.95 0.00
197 3,208.93 4,024.19 0.00 187.66 0.00
MONTHLY ESCROW
-------------------------------------------------------------------------------------------- Lockbox
Loan # Monthly TI/LC Reserve Monthly RE Tax Reserve Monthly Ins. Reserve Monthly Other Reserve Grace Period In-place
------ --------------------- ---------------------- -------------------- --------------------- ------------ --------
1 0.00 0.00 0.00 0.00 10 Yes
2 0.00 0.00 0.00 0.00 7 Yes
2.01 7 Yes
2.02 7 Yes
2.03 7 Yes
2.04 7 Yes
2.05 7 Yes
2.06 7 Yes
2.07 7 Yes
2.08 7 Yes
2.09 7 Yes
2.10 7 Yes
2.11 7 Yes
2.12 7 Yes
2.13 7 Yes
2.14 7 Yes
2.15 7 Yes
2.16 7 Yes
2.17 7 Yes
2.18 7 Yes
2.19 7 Yes
2.20 7 Yes
2.21 0.00 0.00 0.00 0.00 0 Yes
3 0.00 0.00 0.00 0.00 0 Yes
4 0.00 0.00 0.00 0.00 0 Yes
5 0.00 0.00 0.00 0.00 0 Yes
6 0.00 0.00 0.00 0.00 0 Yes
7 0.00 0.00 0.00 0.00 0 Yes
8 0.00 0.00 0.00 0.00 0 Yes
9 0.00 0.00 0.00 0.00 0 Yes
10 0.00 0.00 0.00 0.00 0 Yes
11 0.00 0.00 0.00 0.00 7 No
12 0.00 0.00 0.00 0.00 0 Yes
12.01 0 Yes
12.02 0 Yes
12.03 0 Yes
12.04 0 Yes
12.05 0 Yes
12.06 0 Yes
12.07 0 Yes
12.08 0 Yes
12.09 0 Yes
12.10 0 Yes
12.11 0 Yes
12.12 0 Yes
12.13 0 Yes
12.14 0 Yes
12.15 0 Yes
12.16 0 Yes
13 41667.00 84804.59 0.00 0.00 7 Yes
13.01 7 Yes
13.02 7 Yes
13.03 7 Yes
13.04 7 Yes
13.05 7 Yes
13.06 7 Yes
13.07 7 Yes
14 0.00 0.00 0.00 0.00 0 Yes
14.01 0 Yes
14.02 0 Yes
14.03 0 Yes
15 0.00 73721.46 4491.58 0.00 7 No
17 0.00 7338.80 4819.25 0.00 7 No
19 3195.83 38394.75 6136.75 0.00 5 Yes
20 0.00 61281.41 2416.67 0.00 15 Yes
21 0.00 48283.48 7116.25 0.00 7 No
23 0.00 30218.96 0.00 0.00 5 No
24 19200.00 15996.43 0.00 0.00 7 No
26 2175.75 8193.85 3192.17 0.00 7 No
27 0.00 25566.36 0.00 0.00 7 No
33 0.00 0.00 0.00 0.00 7 Yes
34 0.00 20062.92 5536.17 0.00 7 No
39 0.00 19334.28 0.00 0.00 5 No
40 0.00 5108.32 7715.83 0.00 7 Yes
41 0.00 5613.76 1705.17 0.00 7 No
42 0.00 35202.69 4311.17 0.00 10 No
43 0.00 15325.00 7085.64 0.00 7 No
44 0.00 0.00 0.00 0.00 7 Yes
55 0.00 19111.40 0.00 0.00 7 No
56 0.00 0.00 0.00 16667.00 7 Yes
57 0.00 16669.72 0.00 0.00 5 No
58 0.00 0.00 0.00 0.00 7 No
60 0.00 23838.81 4499.25 0.00 7 No
62 0.00 0.00 0.00 0.00 7 Yes
64 0.00 19543.40 0.00 0.00 7 No
65 0.00 29394.37 4887.33 0.00 10 No
67 0.00 11371.07 5832.87 0.00 7 No
68 5833.33 7550.16 1180.28 0.00 7 No
70 0.00 21342.04 5844.93 0.00 7 No
80 1666.67 5710.28 1081.67 0.00 7 No
82 0.00 0.00 0.00 0.00 5 Yes
83 2500.00 1873.44 1264.91 0.00 7 No
84 0.00 8829.17 1737.58 0.00 7 No
84.01 7 No
84.02 7 No
84.03 7 No
84.04 7 No
84.05 7 No
84.06 7 No
85 2951.30 9958.87 3333.97 0.00 7 No
86 3368.00 8249.01 0.00 0.00 7 No
87 5884.25 21241.78 1185.65 0.00 7 No
88 0.00 6052.42 0.00 0.00 7 No
89 7500.00 5780.83 0.00 0.00 7 No
91 0.00 14048.04 4466.27 0.00 7 No
92 0.00 8655.00 1101.83 0.00 15 No
95 3334.00 4081.91 1507.08 0.00 7 No
101 0.00 10314.01 0.00 0.00 5 No
102 0.00 0.00 0.00 0.00 7 Yes
102.01 7 Yes
102.02 7 Yes
102.03 7 Yes
102.04 7 Yes
102.05 7 Yes
102.06 7 Yes
105 24200.00 14135.96 1339.42 0.00 7 No
107 3112.83 4567.79 1090.33 0.00 7 No
109 0.00 7518.76 0.00 0.00 5 No
110 1646.00 13018.40 1294.33 0.00 7 Yes
111 0.00 1945.61 1166.67 0.00 7 No
111.01 7 No
111.02 7 No
111.03 7 No
113 0.00 9025.64 0.00 0.00 5 No
116 0.00 4057.57 0.00 0.00 7 No
117 0.00 0.00 0.00 0.00 10 No
118 4276.75 8973.29 2078.58 0.00 10 No
120 0.00 7028.25 0.00 0.00 5 No
123 3333.33 14036.09 0.00 0.00 7 No
124 0.00 8385.00 2434.00 0.00 7 No
125 5895.00 5354.24 904.42 0.00 7 Yes
127 0.00 7692.71 1677.38 0.00 7 No
128 0.00 5160.03 0.00 0.00 5 No
129 0.00 0.00 0.00 0.00 7 No
132 0.00 3926.61 528.33 0.00 7 No
135 0.00 11536.04 2280.08 0.00 7 No
147 0.00 3300.41 1827.94 0.00 7 No
148 0.00 5599.75 2892.67 0.00 7 No
151 0.00 3451.75 0.00 0.00 5 No
157 1088.83 2518.75 455.58 0.00 7 No
158 1720.60 5319.16 1120.00 0.00 7 No
162 10000.00 4339.25 479.25 0.00 7 No
165 0.00 4011.14 3872.40 0.00 10 No
166 0.00 5461.46 515.42 0.00 7 Yes
172 0.00 9530.58 2206.40 0.00 7 No
174 1537.27 2812.89 389.58 0.00 7 No
176 1108.67 6106.26 510.83 0.00 7 Yes
177 0.00 5450.03 0.00 0.00 7 No
178 0.00 6930.47 892.83 0.00 7 Yes
179 1326.00 5045.93 391.50 0.00 7 No
181 0.00 288.57 292.83 0.00 7 No
183 0.00 0.00 0.00 0.00 10 Yes
184 1250.00 5204.54 325.00 0.00 7 No
185 2500.00 4321.95 0.00 0.00 7 No
188 0.00 0.00 0.00 0.00 7 No
190 0.00 0.00 0.00 0.00 7 No
191 0.00 874.59 289.75 0.00 7 No
192 0.00 0.00 0.00 0.00 7 Yes
194 0.00 532.75 0.00 0.00 5 No
196 0.00 2359.08 553.67 0.00 7 No
197 0.00 1604.46 365.84 0.00 7 No
Loan # Property Type Defeasance Permitted Interest Accrual Period Loan Group
------ ------------- -------------------- ----------------------- ----------
1 Retail Yes Actual/360 1
2 Various Yes Actual/360 1
2.01 Office Yes Actual/360 1
2.02 Office Yes Actual/360 1
2.03 Office Yes Actual/360 1
2.04 Office Yes Actual/360 1
2.05 Office Yes Actual/360 1
2.06 Office Yes Actual/360 1
2.07 Office Yes Actual/360 1
2.08 Office Yes Actual/360 1
2.09 Office Yes Actual/360 1
2.10 Office Yes Actual/360 1
2.11 Office Yes Actual/360 1
2.12 Office Yes Actual/360 1
2.13 Hotel Yes Actual/360 1
2.14 Office Yes Actual/360 1
2.15 Office Yes Actual/360 1
2.16 Hotel Yes Actual/360 1
2.17 Office Yes Actual/360 1
2.18 Office Yes Actual/360 1
2.19 Office Yes Actual/360 1
2.20 Office Yes Actual/360 1
2.21 Various Yes 1
3 Industrial Yes Actual/360 1
4 Office Yes Actual/360 1
5 Multifamily Yes Actual/360 1
6 Industrial Yes Actual/360 1
7 Office Yes Actual/360 1
8 Industrial Yes Actual/360 1
9 Industrial Yes Actual/360 1
10 Multifamily Yes Actual/360 1
11 Office Yes Actual/360 1
12 Industrial Yes Actual/360 1
12.01 Industrial Yes Actual/360 1
12.02 Industrial Yes Actual/360 1
12.03 Industrial Yes Actual/360 1
12.04 Industrial Yes Actual/360 1
12.05 Industrial Yes Actual/360 1
12.06 Industrial Yes Actual/360 1
12.07 Industrial Yes Actual/360 1
12.08 Industrial Yes Actual/360 1
12.09 Industrial Yes Actual/360 1
12.10 Industrial Yes Actual/360 1
12.11 Industrial Yes Actual/360 1
12.12 Industrial Yes Actual/360 1
12.13 Industrial Yes Actual/360 1
12.14 Industrial Yes Actual/360 1
12.15 Industrial Yes Actual/360 1
12.16 Industrial Yes Actual/360 1
13 Office Yes Actual/360 1
13.01 Office Yes Actual/360 1
13.02 Office Yes Actual/360 1
13.03 Office Yes Actual/360 1
13.04 Office Yes Actual/360 1
13.05 Office Yes Actual/360 1
13.06 Office Yes Actual/360 1
13.07 Office Yes Actual/360 1
14 Senior Housing Yes Actual/360 1
14.01 Senior Housing Yes Actual/360 1
14.02 Senior Housing Yes Actual/360 1
14.03 Senior Housing Yes Actual/360 1
15 Office Yes Actual/360 1
17 Retail Yes Actual/360 1
19 Retail Yes Actual/360 1
20 Retail Yes Actual/360 1
21 Multifamily Yes Actual/360 2
23 Manufactured Housing Yes Actual/360 2
24 Retail Yes Actual/360 1
26 Retail Yes Actual/360 1
27 Retail Yes Actual/360 1
33 Office Yes Actual/360 1
34 Multifamily Yes Actual/360 2
39 Manufactured Housing Yes Actual/360 2
40 Hotel Yes Actual/360 1
41 Retail Yes Actual/360 1
42 Multifamily Yes Actual/360 2
43 Multifamily Yes Actual/360 2
44 Industrial No Actual/360 1
55 Retail Yes Actual/360 1
56 Office Yes Actual/360 1
57 Retail Yes Actual/360 1
58 Industrial Yes Actual/360 1
60 Multifamily Yes Actual/360 2
62 Industrial Yes Actual/360 1
64 Office Yes Actual/360 1
65 Multifamily Yes Actual/360 2
67 Multifamily Yes Actual/360 2
68 Retail Yes Actual/360 1
70 Multifamily Yes Actual/360 2
80 Retail Yes Actual/360 1
82 Retail Yes Actual/360 1
83 Office Yes Actual/360 1
84 Self-Storage Yes Actual/360 1
84.01 Self-Storage Yes Actual/360 1
84.02 Self-Storage Yes Actual/360 1
84.03 Self-Storage Yes Actual/360 1
84.04 Self-Storage Yes Actual/360 1
84.05 Self-Storage Yes Actual/360 1
84.06 Self-Storage Yes Actual/360 1
85 Retail Yes Actual/360 1
86 Industrial Yes Actual/360 1
87 Retail No Actual/360 1
88 Industrial Yes Actual/360 1
89 Industrial Yes Actual/360 1
91 Multifamily Yes Actual/360 2
92 Retail Yes Actual/360 1
95 Retail Yes Actual/360 1
101 Manufactured Housing Yes Actual/360 3
102 Retail Yes Actual/360 1
102.01 Retail Yes Actual/360 1
102.02 Retail Yes Actual/360 1
102.03 Retail Yes Actual/360 1
102.04 Retail Yes Actual/360 1
102.05 Retail Yes Actual/360 1
102.06 Retail Yes Actual/360 1
105 Retail Yes Actual/360 1
107 Industrial Yes Actual/360 1
109 Manufactured Housing Yes Actual/360 2
110 Retail Yes Actual/360 1
111 Self-Storage Yes Actual/360 1
111.01 Self-Storage Yes Actual/360 1
111.02 Self-Storage Yes Actual/360 1
111.03 Self-Storage Yes Actual/360 1
113 Manufactured Housing Yes Actual/360 2
116 Self-Storage Yes Actual/360 1
117 Multifamily No Actual/360 2
118 Retail Yes Actual/360 1
120 Manufactured Housing Yes Actual/360 1
123 Industrial No Actual/360 1
124 Retail Yes Actual/360 1
125 Retail Yes Actual/360 1
127 Multifamily Yes Actual/360 2
128 Manufactured Housing Yes Actual/360 2
129 Hotel Yes Actual/360 1
132 Retail Yes Actual/360 1
135 Multifamily Yes Actual/360 2
147 Multifamily Yes Actual/360 2
148 Multifamily Yes Actual/360 2
151 Manufactured Housing Yes Actual/360 2
157 Retail Yes Actual/360 1
158 Industrial Yes Actual/360 1
162 Office Yes Actual/360 1
165 Multifamily No Actual/360 2
166 Office Yes Actual/360 1
172 Multifamily No Actual/360 2
174 Office Yes Actual/360 1
176 Retail Yes Actual/360 1
177 Retail Yes Actual/360 1
178 Industrial Yes Actual/360 1
179 Retail Yes Actual/360 1
181 Retail Yes Actual/360 1
183 Industrial Yes Actual/360 1
184 Retail Yes Actual/360 1
185 Retail No Actual/360 1
188 Self-Storage Yes Actual/360 1
190 Retail Yes Actual/360 1
191 Self-Storage Yes Actual/360 1
192 Office Yes Actual/360 1
194 Retail Yes Actual/360 1
196 Multifamily Yes Actual/360 2
197 Self-Storage Yes Actual/360 1
Loan # Final Maturity Date Remaining Amortization Term for Balloon Loans
------ ------------------- ---------------------------------------------
1
2
2.01
2.02
2.03
2.04
2.05
2.06
2.07
2.08
2.09
2.10
2.11
2.12
2.13
2.14
2.15
2.16
2.17
2.18
2.19
2.20
2.21
3
4
5
6
7
8
9
10
11
12
12.01
12.02
12.03
12.04
12.05
12.06
12.07
12.08
12.09
12.10
12.11
12.12
12.13
12.14
12.15
12.16
13 360
13.01 360
13.02 360
13.03 360
13.04 360
13.05 360
13.06 360
13.07 360
14 360
14.01 360
14.02 360
14.03 360
15 360
17 360
19 360
20 360
21 360
23 360
24 360
26 360
27 360
33
34 360
39 360
40 300
41 360
42 360
43 360
44 300
55 360
56 360
57 360
58 360
60 360
62 360
64 360
65 360
67 360
68 360
70 360
80 360
82 360
83 360
84 180
84.01 180
84.02 180
84.03 180
84.04 180
84.05 180
84.06 180
85 360
86 360
87 360
88 360
89 360
91 360
92 360
95 360
101 360
102 360
102.01 360
102.02 360
102.03 360
102.04 360
102.05 360
102.06 360
105 360
107 360
109 360
110 360
111 360
111.01 360
111.02 360
111.03 360
113 360
116 360
117 360
118 360
120 360
123 360
124 360
125 360
127 144
128 360
129 300
132 360
135 360
147
148 360
151 360
157 360
158 360
162 360
165 360
166 360
172 360
174 360
176 360
177 360
178 300
179 360
181 360
183 300
184 360
185 360
188 360
190 360
191 300
192 300
194 360
196 360
197 300
EXHIBIT B
REPRESENTATIONS AND WARRANTIES OF THE SELLER
(1) No Mortgage Loan is 30 days or more delinquent in payment of
principal and interest (without giving effect to any applicable grace period in
the related Mortgage Note) as of the Cut-off Date and no Mortgage Loan has been
30 days or more (without giving effect to any applicable grace period in the
related Mortgage Note) past due.
(2) Except with respect to the ARD Loans, which provide that the
rate at which interest accrues thereon increases after the Anticipated Repayment
Date, the Mortgage Loans (exclusive of any default interest, late charges or
prepayment premiums) are fixed rate mortgage loans with terms to maturity, at
origination or as of the most recent modification, as set forth in the Mortgage
Loan Schedule.
(3) The information pertaining to each Mortgage Loan set forth on
the Mortgage Loan Schedule is true and correct in all material respects as of
the Cut-off Date.
(4) At the time of the assignment of the Mortgage Loans to the
Purchaser, the Seller had good and marketable title to and was the sole owner
and holder of, each Mortgage Loan, free and clear of any pledge, lien,
encumbrance or security interest (subject to certain agreements regarding
servicing as provided in the Pooling and Servicing Agreement, subservicing
agreements permitted thereunder and that certain Servicing Rights Purchase
Agreement, dated as of the date hereof between the Master Servicer and Seller)
and such assignment validly and effectively transfers and conveys all legal and
beneficial ownership of the Mortgage Loans to the Purchaser free and clear of
any pledge, lien, encumbrance or security interest (subject to certain
agreements regarding servicing as provided in the Pooling and Servicing
Agreement, subservicing agreements permitted thereunder and that certain
Servicing Rights Purchase Agreement, dated as of the date hereof between the
Master Servicer and Seller).
(5) In respect of each Mortgage Loan, (A) in reliance on public
documents or certified copies of the incorporation or partnership or other
entity documents, as applicable, delivered in connection with the origination of
such Mortgage Loan, the related Mortgagor is an entity organized under the laws
of a state of the United States of America, the District of Columbia or the
Commonwealth of Puerto Rico and (B) as of the 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
Subordinate Companion Loan with respect to the AB Mortgage Loans, to the
Seller's knowledge, no person other than the related Mortgagor and the mortgagee
own any interest in any payments due under the related leases. The related
Mortgage or such assignment of leases and rents provision provides for the
appointment of a receiver for rents or allows the holder of the related Mortgage
to enter into possession of the related Mortgaged Property to collect rent or
provides for rents to be paid directly to the holder of the related Mortgage in
the event of a default beyond applicable notice and grace periods, if any, under
the related Mortgage Loan documents. As of the origination date there were, and,
to the Seller's actual knowledge as of the Closing Date, there are, no
mechanics' or other similar liens or claims which have been filed for work,
labor or materials affecting the related Mortgaged Property which are or may be
prior or equal to the lien of the Mortgage, except those that are bonded or
escrowed for or which are insured against pursuant to the applicable Title
Insurance Policy (as defined below) and except for Permitted Encumbrances. No
Mortgaged Property secures any mortgage loan not represented on the Mortgage
Loan Schedule; no Mortgage Loan is cross-collateralized or cross-defaulted with
any other mortgage loan other than one or more Mortgage Loans as shown on the
Mortgage Loan Schedule; no Mortgage Loan is secured by property which secures
another mortgage loan other than one or more Mortgage Loans as shown on the
Mortgage Loan Schedule. Notwithstanding the foregoing, no representation is made
as to the perfection of any security interest in rent, operating revenues or
other personal property to the extent that possession or control of such items
or actions other than the filing of UCC Financing Statements are required in
order to effect such perfection.
(7) The related Mortgagor under each Mortgage Loan has good and
indefeasible fee simple or, with respect to those Mortgage Loans described in
paragraph (20) hereof, leasehold title to the related Mortgaged Property
comprising real estate subject to any Permitted Encumbrances.
(8) The Seller has received an American Land Title Association
(ALTA) lender's title insurance policy or a comparable form of lender's title
insurance policy (or escrow instructions binding on the Title Insurer (as
defined below) and irrevocably obligating the Title Insurer to issue such title
insurance policy or a title policy commitment or pro-forma "marked up" at the
closing of the related Mortgage Loan and countersigned 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 executed in connection with each Mortgage, if any, have
been recorded in the applicable jurisdiction (or, if not recorded, have been
submitted for recording or are in recordable form (but for the insertion of the
name and address of the assignee and any related recording information which is
not yet available to the Seller)) and constitute the legal, valid and binding
assignment of such Mortgage and the related Assignment of Leases from the Seller
to the Purchaser. The endorsement of the related Mortgage Note by the Seller
constitutes the legal, valid, binding and enforceable (except as such
enforcement may be limited by anti-deficiency laws or bankruptcy, receivership,
conservatorship, reorganization, insolvency, moratorium or other similar laws
affecting the enforcement of creditors' rights generally, and by general
principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law)) assignment of such Mortgage Note, and together
with such Assignment of Mortgage and the related assignment of Assignment of
Leases, legally and validly conveys all right, title and interest in such
Mortgage Loan and Mortgage Loan documents to the Purchaser.
(10) (a) The Mortgage Loan documents for each Mortgage Loan provide
that such Mortgage Loan is non-recourse to the related parties thereto except
that the related Mortgagor and at least one individual or entity shall be fully
liable for actual losses, liabilities, costs and damages arising from fraud or
material misrepresentation by the related Mortgagor and/or its principals.
Additionally, the Mortgage Loan documents for each Mortgage Loan provide that
the related Mortgagor and at least one individual or entity shall be liable to
the Seller for any losses incurred by the Seller, its successors and assigns,
due to (i) the misapplication or misappropriation of rents, insurance proceeds
or condemnation awards, (ii) any act of actual waste, and (iii) any breach of
the environmental covenants contained in the related Mortgage Loan documents.
(b) The Mortgage Loan documents for each Mortgage Loan contain
enforceable provisions such as to render the rights and remedies of the holder
thereof adequate for the practical realization against the Mortgaged Property of
the principal benefits of the security intended to be provided thereby,
including realization by judicial or, if applicable, non-judicial foreclosure,
and there is no exemption available to the related Mortgagor which would
interfere with such right of foreclosure except any statutory right of
redemption or as may be limited by anti-deficiency 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 has been substituted in accordance
with applicable law, and no fees or expenses are or will become payable to the
trustee under the deed of trust, except in connection with a trustee's sale
after default by the Mortgagor other than de minimis fees paid in connection
with the release of the related Mortgaged Property or related security for such
Mortgage Loan following payment of such Mortgage Loan in full.
(11) No Mortgage Loan has been satisfied, canceled, subordinated,
released or rescinded, in whole or in part, and the related Mortgagor has not
been released, in whole or in part, from its obligations under any related
Mortgage Loan document.
(12) Except with respect to the enforceability of any provisions
requiring the payment of default interest, late fees, additional interest,
prepayment premiums or yield maintenance charges, neither the Mortgage Loan nor
any of the related Mortgage Loan documents is subject to any right of
rescission, set-off, abatement, diminution, valid counterclaim or defense,
including the defense of usury, nor will the operation of any of the terms of
any such Mortgage Loan documents, or the exercise (in compliance with procedures
permitted under applicable law) of any right thereunder, render any Mortgage
Loan documents subject to any right of rescission, set-off, abatement,
diminution, valid counterclaim or defense, including the defense of usury
(subject to anti-deficiency or one form of action laws and to bankruptcy,
receivership, conservatorship, reorganization, insolvency, moratorium or other
similar laws affecting the enforcement of creditor's rights generally and by
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
actual 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 or power of
sale proceeding has been initiated in respect of the related Mortgage. The
Seller has not waived any material claims against the related Mortgagor under
any non-recourse exceptions contained in the Mortgage Note.
(14) (a) The principal amount of the Mortgage Loan stated on the
Mortgage Loan Schedule has been fully disbursed as of the Closing Date specified
therein (except for certain amounts that were fully disbursed by the mortgagee,
but were escrowed pursuant to the terms of the related Mortgage Loan documents)
and there are no future advances required to be made by the mortgagee under any
of the related Mortgage Loan documents. Any requirements under the related
Mortgage Loan documents regarding the completion of any on-site or off-site
improvements and to disbursements of any escrow funds therefor have been or are
being complied with or such escrow funds are still being held. The value of the
Mortgaged Property relative to the value reflected in the most recent appraisal
thereof is not materially impaired by any improvements which have not been
completed. The Seller has not, nor, to the Seller's knowledge, have any of its
agents or predecessors in interest with respect to the Mortgage Loans, in
respect of payments due on the related Mortgage Note or Mortgage, directly or
indirectly, advanced funds or induced, solicited or knowingly received any
advance of funds by a party other than the Mortgagor other than (a) interest
accruing on such Mortgage Loan from the date of such disbursement of such
Mortgage Loan to the date which preceded by thirty (30) days the first payment
date under the related Mortgage Note and (b) application and commitment fees,
escrow funds, points and reimbursements for fees and expenses, incurred in
connection with the origination and funding of the Mortgage Loan.
(b) No Mortgage Loan has capitalized interest included in its
principal balance, or provides for any shared appreciation rights or other
equity participation therein and no contingent or additional interest contingent
on cash flow or negative amortization (other than with respect to the deferment
of payment with respect to ARD Loans) is due thereon.
(c) Each Mortgage Loan identified in the Mortgage Loan Schedule as
an ARD Loan starts to amortize no later than the Due Date of the calendar month
immediately after the calendar month in which such ARD Loan closed and
substantially fully amortizes over its stated term, which term is at least 60
months after the related Anticipated Repayment Date. Each ARD Loan has an
Anticipated Repayment Date not less than seven years following the origination
of such Mortgage Loan. If the related Mortgagor elects not to prepay its ARD
Loan in full on or prior to the Anticipated Repayment Date pursuant to the
existing terms of the Mortgage Loan or a unilateral option (as defined in
Treasury Regulations under Section 1001 of the Code) in the Mortgage Loan
exercisable during the term of the Mortgage Loan, (i) the Mortgage Loan's
interest rate will step up to an interest rate per annum as specified in the
related Mortgage Loan documents; provided, however, that payment of such Excess
Interest shall be deferred until the principal of such ARD Loan has been paid in
full; (ii) all or a substantial portion of the Excess Cash Flow (which is net of
certain costs associated with owning, managing and operating the related
Mortgaged Property) collected after the Anticipated Repayment Date shall be
applied towards the prepayment of such ARD Loan and once the principal balance
of an ARD Loan has been reduced to zero all Excess Cash Flow will be applied to
the payment of accrued Excess Interest; and (iii) if the property manager for
the related Mortgaged Property can be removed by or at the direction of the
mortgagee on the basis of a debt service coverage test, the subject debt service
coverage ratio shall be calculated without taking account of any increase in the
related Mortgage Interest Rate on such Mortgage Loan's Anticipated Repayment
Date. No ARD Loan provides that the property manager for the related Mortgaged
Property can be removed by or at the direction of the mortgagee solely because
of the passage of the related Anticipated Repayment Date.
(d) Each Mortgage Loan identified in the Mortgage Loan Schedule as
an ARD Loan with a hard lockbox requires that tenants at the related Mortgaged
Property shall (and each Mortgage Loan identified in the Mortgage Loan Schedule
as an ARD Loan with a springing lockbox requires that tenants at the related
Mortgaged Property shall, upon the occurrence of a specified trigger event,
including, but not limited to, the occurrence of the related Anticipated
Repayment Date) make rent payments into a lockbox controlled by the holder of
the Mortgage Loan and to which the holder of the Mortgage Loan has a first
perfected security interest; provided however, with respect to each ARD Loan
which is secured by a multi-family property with a hard lockbox, or with respect
to each ARD Loan which is secured by a multi-family property with a springing
lockbox, upon the occurrence of a specified trigger event, including, but not
limited to, the occurrence of the related Anticipated Repayment Date, tenants
either pay rents to a lockbox controlled by the holder of the Mortgage Loan or
deposit rents with the property manager who will then deposit the rents into a
lockbox controlled by the holder of the Mortgage Loan.
(15) The terms of the Mortgage Loan documents evidencing such
Mortgage Loan comply in all material respects with all applicable local, state
and federal laws and regulations and the Seller has complied with all material
requirements pertaining to the origination, funding and servicing of the
Mortgage Loans, including but not limited to, usury and any and all other
material requirements of any federal, state or local law to the extent
non-compliance would have a material adverse effect on the Mortgage Loan.
(16) To the Seller's knowledge and subject to paragraph (37) hereof,
as of the date of origination of the Mortgage Loan, based on inquiry customary
in the industry, and to the Seller's actual knowledge and subject to paragraph
(37) hereof, as of the Closing Date, the related Mortgaged Property is, in all
material respects, in compliance with, and 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, value or marketability of such
Mortgaged Property or (b) encroachments affirmatively covered by the related
Title Insurance Policy. With respect to each Mortgage Loan, the property legally
described in the survey, if any, obtained for the related Mortgaged Property for
purposes of the origination thereof is the same as the property legally
described in the Mortgage.
(19) (a) As of the date of the applicable engineering report (which
was performed within 12 months prior to the Cut-off Date) related to the
Mortgaged Property and, to Seller's knowledge as of the Closing Date, the
related Mortgaged Property is either (i) in good repair, free and clear of any
damage that would materially adversely affect the value of such Mortgaged
Property as security for such Mortgage Loan or the use and operation of the
Mortgaged Property as it was being used or operated as of the origination date
or (ii) escrows in an amount consistent with the standard utilized by the Seller
with respect to similar loans it holds for its own account have been
established, which escrows will in all events be not less than 100% of the
estimated cost of the required repairs. Since the origination date, to the
Seller's knowledge, such Mortgaged Property has not been damaged by fire, wind
or other casualty or physical condition (including, without limitation, any soil
erosion or subsidence or geological condition), which damage has not been fully
repaired or fully insured, or for which escrows in an amount consistent with the
standard utilized by the Seller with respect to loans it holds for its own
account have not been established.
(b) As of the origination date of such Mortgage Loan and to the
Seller's actual knowledge, as of the Closing Date, there are no proceedings
pending or, to the Seller's actual knowledge, threatened, for the partial or
total condemnation of the relevant Mortgaged Property.
(20) With respect to the Mortgage Loans that are identified on
Exhibit A as being secured in whole or in part by a leasehold estate (a "Ground
Lease") (except with respect to any Mortgage Loan also secured by the related
fee interest in the Mortgaged Property):
(a) such Ground Lease or a memorandum thereof has been or will be
duly recorded; such Ground Lease, or other agreement received by the originator
of the Mortgage Loan from the ground lessor, provides that the interest of the
lessee thereunder may be encumbered by the related Mortgage and does not
restrict the use of the related Mortgaged Property by such lessee, its
successors or assigns, in a manner that would materially and adversely affect
the security provided by the Mortgage; as of the date of origination of the
Mortgage Loan, there was no material change of record in the terms of such
Ground Lease with the exception of written instruments which are part of the
related Mortgage File and Seller has no knowledge of any material change in the
terms of such Ground Lease since the recordation of the related Mortgage, with
the exception of written instruments which are part of the related Mortgage
File;
(b) such Ground Lease is not subject to any liens or encumbrances
superior to, or of equal priority with, the related Mortgage, other than the
related fee interest and Permitted Encumbrances, and such Ground Lease is, and
shall remain, prior to any mortgage or other lien upon the related fee interest
(other than the Permitted Encumbrances) unless a subordination and
nondisturbance agreement is obtained from the holder of any such mortgage or
lien on the fee interest, which subordination and nondisturbance agreement is
assignable to or for the benefit of the related lessee and the related
mortgagee;
(c) such Ground Lease provides that upon foreclosure of the related
Mortgage or assignment of the Mortgagor's interest in such Ground Lease in lieu
thereof, the mortgagee under such Mortgage is entitled to become the owner of
such interest upon notice to, but without the consent of, the lessor thereunder
and, in the event that such mortgagee (or any of its successors and assigns
under the Mortgage) becomes the owner of such interest, such interest is further
assignable by such mortgagee (or any of its successors and assigns under the
Mortgage) upon notice to such lessor, but without a need to obtain the consent
of such lessor;
(d) such Ground Lease is in full force and effect and no default of
tenant or ground lessor was in existence at origination, or to the Seller's
knowledge, is currently in existence under such Ground Lease, nor at origination
was, or to the Seller's knowledge, is there any condition which, but for the
passage of time or the giving of notice, would result in a default under the
terms of such Ground Lease; either such Ground Lease or a separate agreement
contains the ground lessor's covenant that it shall not amend, modify, cancel or
terminate such Ground Lease without the prior written consent of the mortgagee
under such Mortgage and any amendment, modification, cancellation or termination
of the Ground Lease without the prior written consent of the related mortgagee,
or its successors or assigns is not binding on such mortgagee, or its successor
or assigns;
(e) such Ground Lease or other agreement requires the lessor
thereunder to give written notice of any material default by the lessee to the
mortgagee under the related Mortgage, provided that such mortgagee has provided
the lessor with notice of its lien in accordance with the provisions of such
Ground Lease; and such Ground Lease or other agreement provides that no such
notice of default and no termination of the Ground Lease in connection with such
notice of default shall be effective against such mortgagee unless such notice
of default has been given to such mortgagee and any related Ground Lease
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 institutional lender), or to the payment in whole or in part of the
outstanding principal balance of such Mortgage Loan together with any accrued
and unpaid interest thereon; and
(i) such Ground Lease does not impose any restrictions on subletting
which would be viewed as commercially unreasonable by the Seller; such Ground
Lease contains a covenant (or applicable laws provide) that the lessor
thereunder is not permitted, in the absence of an uncured default, to disturb
the possession, interest or quiet enjoyment of any lessee in the relevant
portion of such Mortgaged Property subject to such Ground Lease for any reason,
or in any manner, which would materially adversely affect the security provided
by the related Mortgage.
(21) (a) With respect to each Mortgaged Property, except for the
Mortgaged Properties related to those Mortgage Loans set forth on Schedule I
hereto for which a lender's environmental insurance policy was obtained in lieu
of an Environmental Site Assessment, an Environmental Site Assessment performed
in connection with the origination of the related Mortgage Loan was obtained and
reviewed by the Seller and a copy is included in the Servicing File.
(b) Such Environmental Site Assessment does not identify, and the
Seller has no actual knowledge of, any adverse circumstances or conditions with
respect to or affecting the Mortgaged Property that would constitute or result
in a material violation of any Environmental Laws, other than with respect to a
Mortgaged Property (i) for which environmental insurance (as set forth on
Schedule II hereto) is maintained, or (ii) which would require any expenditure
greater than 5% of the outstanding principal balance of such Mortgage Loan to
achieve or maintain compliance in all material respects with any Environmental
Laws for which adequate sums, but in no event less than 125% of the estimated
cost as set forth in the Environmental Site Assessment, were reserved in
connection with the origination of the Mortgage Loan and for which the related
Mortgagor has covenanted to perform, or (iii) as to which 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 has an
outstanding principal balance not greater than $3,000,000, and each In Lieu of
Policy is in an amount equal to 125% of the outstanding principal balance of the
related Mortgage Loan and has a term ending no sooner than the date which is
five years after the maturity date (or, in the case of an ARD Loan, the final
maturity date) of the related Mortgage Loan, is non-cancelable by the insurer
during such term and the premium for such policy has been paid in full. All
environmental assessments or updates that were in the possession of the Seller
and that relate to a Mortgaged Property identified on Schedule I as being
insured by an In Lieu of Policy have been delivered to or disclosed to the In
Lieu of Policy carrier issuing such policy prior to the issuance of such policy.
(22) As of the date of origination of the related Mortgage Loan,
and, as of the Closing Date, the Mortgaged Property is covered by insurance
policies providing the coverage described below and the Mortgage Loan documents
permit the mortgagee to require the coverage described below. All premiums with
respect to the Insurance Policies insuring each Mortgaged Property have been
paid in a timely manner or escrowed to the extent required by the Mortgage Loan
documents, and the Seller has not received any notice of cancellation or
termination. The relevant Servicing File contains the Insurance Policy required
for such Mortgage Loan or a certificate of insurance for such Insurance Policy.
Each Mortgage requires that the related Mortgaged Property and all improvements
thereon are covered by Insurance Policies providing coverage for losses (subject
to customary deductibles) sustained by (A) fire and extended perils included
within the classification "All Risk of Physical Loss" in an amount sufficient to
prevent the Mortgagor from being deemed a co-insurer and to provide coverage in
an amount equal to the lesser of the full replacement cost of such Mortgaged
Property (in some cases exclusive of excavations, underground utilities,
foundations and footings) and the outstanding principal balance of the related
Mortgage Loan with an appropriate endorsement to avoid application of any
coinsurance provision; such policies contain a standard mortgage clause naming
mortgagee and its successor in interest as additional insureds or loss payee, as
applicable; (B) business interruption or rental loss insurance in an amount at
least equal to (a) 12 months of operations or (b) in some cases all rents and
other amounts customarily insured under this type of insurance of the Mortgaged
Property; (C) flood insurance (if any portion of the improvements on the
Mortgaged Property is located in an area identified by the Federal Emergency
Management Agency ("FEMA"), with respect to certain Mortgage Loans and the
Secretary of Housing and Urban Development with respect to other Mortgage Loans,
as having special flood hazards) in an amount not to exceed amounts prescribed
by FEMA; (D) workers' compensation, if required by law; (E) comprehensive
general liability insurance in an amount consistent with the standard utilized
by the Seller with respect to loans it holds for its own account, but not less
than $1 million; all such Insurance Policies contain clauses providing they are
not terminable and may not be terminated, without thirty (30) days prior written
notice to the mortgagee (except where applicable law requires a shorter period
or except for nonpayment of premiums, in which case not less than ten (10) days
prior written notice to the mortgagee is required). In addition, each Mortgage
permits the related mortgagee to make premium payments to prevent the
cancellation thereof and shall entitle such mortgagee to reimbursement therefor.
Any insurance proceeds in respect of a casualty loss or taking will be applied
either to the repair or restoration of all or part of the related Mortgaged
Property or the payment of the outstanding principal balance of the related
Mortgage Loan together with any accrued interest thereon. The related Mortgaged
Property is insured by an Insurance Policy, issued by an insurer meeting the
requirements of such Mortgage Loan and having a claims-paying or financial
strength rating of at least "A-:VIII" from A.M. Best Company or "A-" (or the
equivalent) from Standard & Poor's Ratings Services, a division of The
XxXxxx-Xxxx Companies, Inc., Fitch, Inc. or Xxxxx'x Investors Service, Inc. An
architectural or engineering consultant has performed an analysis of each of the
Mortgaged Properties located in seismic zones 3 or 4 in connection with the
origination of the related Mortgage Loan in order to evaluate the structural and
seismic condition of such property, for the sole purpose of assessing the
probable maximum loss ("PML") for the Mortgaged Property in the event of an
earthquake. In such instances, the PML was based on a 450 or 475-year lookback
with a 10% probability of exceedance in a 50-year period. If the resulting
report concluded that the PML would exceed 20% of the amount of the replacement
costs of the improvements, earthquake insurance on such Mortgaged Property was
obtained by an insurer rated at least A:VIII by A.M. Best Company or "A-" (or
the equivalent) from Standard & Poor's Ratings Services, a division of The
XxXxxx-Xxxx Companies, Inc., Fitch, Inc. or Xxxxx'x Investors Service, Inc. If
the Mortgaged Property is located in Florida or within 25 miles of the coast of
Texas, Louisiana, Mississippi, Alabama, Georgia, South Carolina or North
Carolina, such Mortgaged Property is insured by windstorm insurance in an amount
at least equal to the lesser of (i) the outstanding principal balance of such
Mortgage Loan and (ii) 100% of the full insurable value, or 100% of the
replacement cost, of the improvements located on the related Mortgaged Property.
To the Seller's actual knowledge, the insurer issuing each of the foregoing
insurance policies is qualified to write insurance in the jurisdiction where the
related Mortgaged Property is located.
(23) [Reserved]
(24) Whether or not a Mortgage Loan was originated by the Seller, to
the Seller's knowledge, with respect to each Mortgage Loan originated by the
Seller and each Mortgage Loan originated by any Person other than the Seller, as
of the date of origination of the related Mortgage Loan, and, to the Seller's
actual knowledge, with respect to each Mortgage Loan originated by the Seller
and any prior holder of the Mortgage Loan, as of the Closing Date, there are no
actions, suits, arbitrations or governmental investigations or proceedings by or
before any court or other governmental authority or agency now pending against
or affecting the Mortgagor under any Mortgage Loan or any of the Mortgaged
Properties which, if determined against such Mortgagor or such Mortgaged
Property, would materially and adversely affect the value of such Mortgaged
Property, the security intended to be provided with respect to the related
Mortgage Loan, or the ability of such Mortgagor and/or the current use of such
Mortgaged Property to generate net cash flow to pay principal, interest and
other amounts due under the related Mortgage Loan; and to the Seller's actual
knowledge there are no such actions, suits or proceedings threatened against
such Mortgagor.
(25) Each Mortgage Loan complied at origination, in all material
respects, with all of the terms, conditions and requirements of the Seller's, or
if the Seller is not the originator, then, to the knowledge of the Seller, the
originator'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 the Seller's servicing 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, and all
amounts required to be deposited by the applicable Mortgagor under the related
Mortgage Loan documents have been deposited, and there are no deficiencies with
regard thereto (subject to any applicable notice and cure period). All of the
Seller's interest in such escrows and deposits will be conveyed by the Seller to
the Purchaser hereunder.
(29) No two or more Mortgage Loans representing more than 5% of the
aggregate outstanding principal amount of all the mortgage loans included in the
Trust Fund has 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 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 (1) at the date the Mortgage Loan
was originated at least equal to 80% of the original principal balance of the
Mortgage Loan or (2) at the Closing Date at least equal to 80% of the original
principal balance of the Mortgage Loan on such date; provided that for purposes
hereof, the fair market value of the real property interest must first be
reduced by (X) the amount of any lien on the real property interest that is
senior to the Mortgage Loan and (Y) a proportionate amount of any lien that is
in parity with the Mortgage Loan (unless such other lien secures a Mortgage Loan
that is cross-collateralized with such Mortgage Loan, in which event the
computation described in clauses (1) and (2) of this paragraph (31) shall be
made on a pro rata basis in accordance with the fair market values of the
Mortgaged Properties securing such cross-collateralized Mortgage Loan; or (B)
substantially all the proceeds of such Mortgage Loan were used to acquire,
improve or protect the real property which served as the only security for such
Mortgage Loan (other than a recourse feature or other third party credit
enhancement within the meaning of Treasury Regulations Section
1.860G-2(a)(1)(ii)). If the Mortgage Loan was "significantly modified" prior to
the Closing Date so as to result in a taxable exchange under Section 1001 of the
Code, it either (i) was modified as a result of the default or reasonably
foreseeable default of such Mortgage Loan or (ii) satisfies the provisions of
either clause (A)(1) above (substituting the date of the last such modification
for the date the Mortgage Loan was originated) or clause (A)(2), including the
proviso thereto. The Mortgage Loan is a "qualified mortgage" within the meaning
of Section 860G(a)(3) of the Code (but without regard to the rule in Treasury
Regulations Section 1.860G-2(f)(2) that treats certain defective mortgage loans
as qualified mortgages). 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) The Mortgage Loans contain a "due on sale" clause, which
provides for the acceleration of the payment of the unpaid principal balance of
the Mortgage Loan if, without the prior written consent of the holder of the
Mortgage Loan, the property subject to the Mortgage, or any controlling interest
therein, is directly or indirectly transferred or sold (except that it may
provide for transfers by devise, descent or operation of law upon the death of a
member, manager, general partner or shareholder of a mortgagor and that it may
provide for assignments subject to the Mortgage Loan holder's approval of
transferee, transfers to affiliates, transfers to family members for estate
planning purposes, transfers among existing members, partners or shareholders in
Mortgagor or transfers of passive interests so long as the key principals or
general partner retains control). The Mortgage Loan documents contain a "due on
encumbrance" clause, which provides for the acceleration of the payment of the
unpaid principal balance of the Mortgage Loan if the property subject to the
Mortgage or any controlling interest in the Mortgagor is further pledged or
encumbered, unless the prior written consent of the holder of the Mortgage Loan
is obtained (except that it may provide for assignments subject to the Mortgage
Loan holder's approval of transferee, transfers to affiliates or transfers of
passive interests so long as the key principals or general partner retains
control). As of the Closing Date, the Seller holds no preferred equity interest
in any Mortgagor and the Seller holds no mezzanine debt related to such
Mortgaged Property.
(33) Except with respect to the AB Mortgage Loans, each Mortgage
Loan is a whole loan and not a participation interest in a mortgage loan.
(34) Each Mortgage Loan containing provisions for defeasance of
mortgage collateral provides that: defeasance may not occur any earlier than two
years after the Closing Date; and requires or provides (A) the replacement
collateral consist of U.S. "government securities," within the meaning of
Treasury Regulations Section 1.860G-2(a)(8)(i), in an amount sufficient to make
all scheduled payments under the Mortgage Note when due (up to the maturity date
for the related Mortgage Loan, the Anticipated Repayment Date for ARD Loans or
the date on which the Mortgagor may prepay the related Mortgage Loan without
payment of any prepayment penalty); (B) the loan may be assumed by a Single
Purpose Entity approved by the holder of the Mortgage Loan; (C) counsel provide
an opinion that the trustee has a perfected security interest in such collateral
prior to any other claim or interest; and (D) such other documents and
certifications as the mortgagee may reasonably require which may include,
without limitation, (i) a certification that the purpose of the defeasance is to
facilitate the disposition of the mortgaged real property or any other customary
commercial transaction and not to be part of an arrangement to collateralize a
REMIC offering with obligations that are not real estate mortgages and (ii) a
certification from an independent certified public accountant that the
collateral is sufficient to make all scheduled payments under the Mortgage Note
when due. Each Mortgage Loan containing provisions for defeasance provides that,
in addition to any cost associated with defeasance, the related Mortgagor shall
pay, as of the date the mortgage collateral is defeased, all scheduled and
accrued interest and principal due as well as an amount sufficient to defease in
full the Mortgage Loan. In addition, if the related Mortgage Loan permits
defeasance, then the Mortgage Loan documents provide that the related Mortgagor
shall (a) pay all reasonable fees associated with the defeasance of the Mortgage
Loan and all other reasonable expenses associated with the defeasance, or (b)
provide all opinions required under the related Mortgage Loan documents, and in
the case of loans with an outstanding principal balance as of the Cut-off Date
of $40,000,000 or greater, (1) an REMIC opinion and (2) rating agency letters
confirming that no downgrade or qualification shall occur as a result of the
defeasance.
(35) In the event that a Mortgage Loan is secured by more than one
Mortgaged Property, then, in connection with a release of less than all of such
Mortgaged Properties, a Mortgaged Property may not be released as collateral for
the related Mortgage Loan unless, in connection with such release, an amount
equal to not less than 125% of the Allocated Loan Amount for such Mortgaged
Property is prepaid or, in the case of a defeasance, an amount equal to 125% of
the Allocated Loan Amount is defeased through the deposit of replacement
collateral (as contemplated in paragraph (34) hereof) sufficient to make all
scheduled payments with respect to such defeased amount, or such release is
otherwise in accordance with the terms of the Mortgage Loan documents.
(36) Each Mortgaged Property is owned by the related Mortgagor,
except for Mortgaged Properties which are secured in whole or in a part by a
Ground Lease and for out-parcels, and is used and occupied for commercial or
multifamily residential purposes in accordance with applicable law.
(37) Any material non-conformity with applicable zoning laws
constitutes a legal non-conforming use or structure (i) which, in the event of
casualty or destruction, may be restored or repaired to the full extent of the
use or structure at the time of such casualty, or (ii) for which law and
ordinance insurance coverage has been obtained in amounts consistent with the
standards utilized by the Seller.
(38) Neither the Seller nor any affiliate thereof has any obligation
to make any capital contributions to the related Mortgagor under the Mortgage
Loan. The Mortgage Loan was not originated for the sole purpose of financing the
construction of incomplete improvements on the related Mortgaged Property.
(39) No court of competent jurisdiction will determine in a final
decree that fraud, with respect to the Mortgage Loans has taken place on the
part of the Seller or, to the Seller's actual knowledge, on the part of any
originator, in connection with the origination of such Mortgage Loan.
(40) The related Mortgage or other Mortgage Loan documents provide a
grace period for delinquent Monthly Payments no longer than ten (10) days from
the applicable payment date.
(41) The following statements are true with respect to the related
Mortgaged Property: (a) the Mortgaged Property is located on or adjacent to a
dedicated road or has access to an irrevocable easement permitting ingress and
egress and (b) the Mortgaged Property is served by public or private utilities,
water and sewer (or septic facilities) appropriate for the use in which the
Mortgaged Property is currently being utilized.
(42) None of the Mortgage Loan documents contain any provision that
expressly excuses the related borrower from obtaining and maintaining insurance
coverage for acts of terrorism and, 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 an "all-risk" casualty insurance policy that does not contain an
express exclusion for (or, alternatively, is covered by a separate policy that
insures against property damage resulting from) acts of terrorism.
(43) An appraisal of the related Mortgaged Property was conducted in
connection with the origination of such Mortgage Loan, and such appraisal
satisfied the guidelines in Title XI of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, as in effect on the date such Mortgage
Loan was originated.
(44) In the case of each related Mortgaged Property that is operated
as a hotel, as of the origination of the Mortgage Loan, the related Mortgagor's
personal property includes all personal property that a prudent mortgage lender
making a similar mortgage loan would deem reasonably necessary to operate the
related Mortgaged Property as it is currently being operated.
Defined Terms:
The term "Allocated Loan Amount" shall mean, for each Mortgaged
Property, the portion of principal of the related Mortgage Loan allocated to
such Mortgaged Property for certain purposes (including determining the release
prices of properties, if permitted) under such Mortgage Loan as set forth in the
related loan documents. There can be no assurance, and it is unlikely, that the
Allocated Loan Amounts represent the current values of individual Mortgaged
Properties, the price at which an individual Mortgaged Property could be sold in
the future to a willing buyer or the replacement cost of the Mortgaged
Properties.
The term "Anticipated Repayment Date" shall mean the date on which
all or substantially all of any Excess Cash Flow is required to be applied
toward prepayment of the related Mortgage Loan and on which any such Mortgage
Loan begins accruing Excess Interest.
The term "ARD Loan" shall have the meaning assigned thereto in the
Pooling and Servicing Agreement.
The term "Environmental Site Assessment" shall mean (x) a Phase I
environmental report meeting the requirements of the American Society for
Testing and Materials and being generally consistent with assessments of
environmental hazards undertaken by the Seller for similar properties, as of the
date of such assessment, and, (y) if in accordance with customary industry
standards a reasonable lender would require it, a Phase II environmental report,
each report in clauses (x) and (y) was prepared by an independent licensed third
party professional experienced in environmental matters.
The term "Excess Cash Flow" shall mean the cash flow from the
Mortgaged Property securing an ARD Loan after payments of interest (at the
Mortgage Interest Rate) and principal (based on the amortization schedule), and
(a) required payments for the tax and insurance fund and ground lease escrows
fund, (b) required payments for the monthly debt service escrows, if any, (c)
payments to any other required escrow funds and (d) payment of operating
expenses pursuant to the terms of an annual budget approved by the Servicer and
discretionary (lender approved) capital expenditures.
The term "Excess Interest" shall mean any accrued and deferred
interest on an ARD Loan in accordance with the following terms. Commencing on
the respective Anticipated Repayment Date each ARD Loan (pursuant to its
existing terms or a unilateral option, as defined in Treasury Regulations under
Section 1001 of the Code, in the Mortgage Loans exercisable during the term of
the Mortgage Loan) generally will bear interest at a fixed rate (the "Revised
Rate") per annum equal to the Mortgage Interest Rate plus a percentage specified
in the related Mortgage Loan documents. Until the principal balance of each such
Mortgage Loan has been reduced to zero (pursuant to its existing terms or a
unilateral option, as defined in Treasury Regulations under Section 1001 of the
Code, in the Mortgage Loans exercisable during the term of the Mortgage Loan),
such Mortgage Loan will only be required to pay interest at the Mortgage
Interest Rate and the interest accrued at the excess of the related Revised Rate
over the related Mortgage Interest Rate will be deferred (such accrued and
deferred interest and interest thereon, if any, is "Excess Interest").
The term "in reliance on" shall mean that:
(a) the Seller has examined and relied in whole or in part upon one
or more of the specified documents or other information in connection with
a given representation or warranty;
(b) that the information contained in such document or otherwise
obtained by the Seller appears on its face to be consistent in all
material respects with the substance of such representation or warranty;
(c) the Seller's reliance on such document or other information is
consistent with the standard of care exercised by prudent lending
institutions originating commercial mortgage loans; and
(d) although the Seller is under no obligation to verify
independently the information contained in any document specified as being
relied upon by it, the Seller believes the information contained therein
to be true, accurate and complete in all material respects and has no
actual knowledge of any facts or circumstances which would render reliance
thereon unjustified without further inquiry.
The term "Mortgage Interest Rate" shall mean the fixed rate of interest per
annum that each Mortgage Loan bears as of the Cut-off Date.
The term "Permitted Encumbrances" shall mean:
(a) the lien of current real property taxes, water charges, sewer
rents and assessments not yet delinquent or accruing interest or
penalties;
(b) covenants, conditions and restrictions, rights of way, easements
and other matters of public record acceptable to mortgage lending
institutions generally and referred to in the related mortgagee's title
insurance policy;
(c) other matters to which like properties are commonly subject, and
(d) the rights of tenants, as tenants only, whether under ground
leases or space leases at the Mortgaged Property.
which together do not materially and adversely affect the related Mortgagor's
ability to timely make payments on the related Mortgage Loan, which do not
materially interfere with the benefits of the security intended to be provided
by the related Mortgage or the use, for the use currently being made, the
operation as currently being operated, enjoyment, value or marketability of such
Mortgaged Property, provided, however, that, for the avoidance of doubt,
Permitted Encumbrances shall exclude all pari passu, second, junior and
subordinated mortgages but shall not exclude mortgages that secure Mortgage
Loans that are cross-collateralized with other Mortgage Loans.
Other. For purposes of these representations and warranties, the
term "to the Seller's knowledge" shall mean that no officer, employee or agent
of the Seller responsible for the underwriting, origination or sale of the
Mortgage Loans or of any servicer responsible for servicing the Mortgage Loan on
behalf of the Seller, believes that a given representation or warranty is not
true or 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.
SCHEDULE I
MORTGAGE LOANS FOR WHICH A LENDER'S ENVIRONMENTAL POLICY WAS
OBTAINED IN LIEU OF AN ENVIRONMENTAL SITE ASSESSMENT
NONE
SCHEDULE II
MORTGAGED PROPERTY FOR WHICH
ENVIRONMENTAL INSURANCE IS MAINTAINED
NONE
EXHIBIT C
EXCEPTIONS
--------------------------------------------------------------------------------
Rep. No. Description of Exception
--------------------------------------------------------------------------------
(4) The representation is true and accurate, except as follows:
Houston Galleria (Loan No. 1) The Mortgaged Property secures
the Mortgage Loan (consisting of an A-2a note and an A-2b
note), an A-1 note (which is pari passu with the Mortgage Loan
and is not included in the CIBC14 trust fund), a B note (which
is subordinate to the Mortgage Loan and the A-1 Note and is not
included in the CIBC14 trust fund) and a C note (which is
subordinate to the Mortgage Loan, the A-1 note and the B note
and is not included in the CIBC14 trust fund).
--------------------------------------------------------------------------------
(4) The representation is true and accurate, except as follows:
Centerpoint I (Loan No. 12) The Mortgaged Property secures the
Mortgage Loan and a floating rate note, which is pari passu
with the Mortgage Loan and is not included in the CIBC14 trust
fund.
--------------------------------------------------------------------------------
(4) The representation is true and accurate, except as follows:
Tulane Park Apartments (Loan No. 60) The Mortgaged Property
secures the Mortgage Loan and a B-Note held by CBA-Mezzanine
Capital Finance, LLC.
--------------------------------------------------------------------------------
(6) The representation is true and accurate, except as follows:
Houston Galleria (Loan No. 1) The Mortgaged Property secures
the Mortgage Loan (consisting of an A-2a note and an A-2b
note), an A-1 note (which is pari passu with the Mortgage Loan
and is not included in the CIBC14 trust fund), a B note (which
is subordinate to the Mortgage Loan and the A-1 Note and is not
included in the CIBC trust fund) and a C note (which is
subordinate to the Mortgage Loan, the A-1 note and the B note
and is not included in the CIBC14 trust fund)
--------------------------------------------------------------------------------
(6) The representation is true and accurate, except as follows:
Ballantyne Corporate Park (Loan No. 2) ESPN, a tenant at one of
the properties securing the Mortgage Loan, may purchase such
property after January 1, 2009, at which time the Mortgagor is
required to defease the related property with defeasance
collateral pursuant to the terms of the Mortgage Loan
documents. In the event that such defeasance collateral is
insufficient to purchase the related property, any shortfall
has been guaranteed by Bissell, an affiliate of the Mortgagor.
--------------------------------------------------------------------------------
(6) The representation is true and accurate, except as follows:
Centerpoint I (Loan No. 12) The Mortgaged Property secures the
Mortgage Loan and a floating rate note, which is pari passu
with the Mortgage Loan and is not included in the CIBC14 trust
fund.
--------------------------------------------------------------------------------
(6) The representation is true and accurate, except as follows:
Maryland Corporate Center (Loan No. 33) The Mortgaged Loan is
structured as an indemnity deed of trust ("IDOT"), under which
the guarantor of the Mortgage Note related to the IDOT owns the
related Mortgage Property and thus has an interest in the lease
payments.
--------------------------------------------------------------------------------
(6) The representation is true and accurate, except as follows:
Eagle Window (Loan No. 44) The United States government has the
right to intentionally flood the Mortgaged Property. This risk
is partially mitigated by title insurance coverage (limited to
forced removal of improvements by judicial action) and a losses
carveout (covering any loss or damage occasioned by the
government's exercise of its right to flood the Mortgaged
Property).
--------------------------------------------------------------------------------
(6) The representation is true and accurate, except as follows:
Chase Financial Tower (Loan No. 56) There are Tax Increment
Financing (TIF) Mortgages on the property that are senior in
priority to the Mortgagor's Mortgage, but the TIF Mortgages are
in lieu of tax payments and are of the character of a tax lien.
The Mortgaged Property is also subject to a UDAG Mortgage,
which matures in May of 2006. The entire amount of the
outstanding indebtedness under the UDAG Mortgage has been held
back by Mortgagor from loan proceeds pursuant to the escrow
agreement.
--------------------------------------------------------------------------------
(6) The representation is true and accurate, except as follows:
Tulane Park Apartments (Loan No. 60) The Mortgaged Property
secures the Mortgage Loan and a B-Note held by CBA-Mezzanine
Capital Finance, LLC.
--------------------------------------------------------------------------------
(6) The representation is true and accurate, except as follows:
Xxxxxxx Business Center II (Loan No. 88) The Mortgaged Loan is
structured as an indemnity deed of trust ("IDOT"), under which
the guarantor of the Mortgage Note related to the IDOT owns the
related Mortgage Property and thus has an interest in the lease
payments.
--------------------------------------------------------------------------------
(6) The representation is true and accurate, except as follows:
MSTC A&B (Loan No. 123) The Mortgaged Loan is structured as an
indemnity deed of trust, under which the guarantor of the
Mortgage Note related to the IDOT owns the related Mortgage
Property and thus has an interest in the lease payments.
--------------------------------------------------------------------------------
(7) The representation is true and accurate, except as follows:
Maryland Corporate Center (Loan No. 33) Because the Mortgage
Loan is structured for tax purposes as an IDOT, the guarantors
of the Mortgage Note related to the IDOT are the owners of the
related Mortgaged Property instead of the related Mortgagor.
--------------------------------------------------------------------------------
(7) The representation is true and accurate, except as follows:
Xxxxxxx Business Center (Loan No. 88) Because the Mortgage Loan
is structured for tax purposes as an IDOT, the guarantors of
the Mortgage Note related to the IDOT are the owners of the
related Mortgaged Property instead of the related Mortgagor.
--------------------------------------------------------------------------------
(7) The representation is true and accurate, except as follows:
MSTC A&B (Loan No. 123) Because the Mortgage Loan is structured
for tax purposes as an IDOT, the guarantors of the Mortgage
Note related to the IDOT are the owners of the related
Mortgaged Property instead of the related Mortgagor.
--------------------------------------------------------------------------------
(10(a)) The representation is true and accurate, except as follows:
Maryland Corporate Center (Loan No. 33) No individual or entity
(other than the Mortgagor) is liable for breach of the fraud
and environmental non-recourse carveouts. The non-recourse
carveout for material misrepresentation has been limited to
"intentional misrepresentation".
--------------------------------------------------------------------------------
(10(a)) The representation is true and accurate, except as follows:
Houston Galleria (Loan No. 1) There is no individual or entity
(other than the Mortgagor) liable for breach of the fraud,
actual waste and environmental non-recourse carveouts. The
non-recourse carveout for material misrepresentation has been
limited to "intentional misrepresentation".
The non-recourse carveout does not cover "actual waste".
--------------------------------------------------------------------------------
(10(a)) The representation is true and accurate, except as follows:
Ballantyne Corporate Park (Loan No. 2) There is no individual
or entity other than the Mortgagor who is liable for the
non-recourse carveouts.
The applicable non-recourse carveouts are limited to
"misapplication or misappropriation of rents after an event of
default" (instead of "misapplication or misappropriation of
rents").
--------------------------------------------------------------------------------
(10(a)) The representation is true and accurate, except as follows:
Colony Portfolio II (Loan No. 3) No individual or entity (other
than the Mortgagor) is liable for breach of the fraud and
environmental non-recourse carveouts. The non-recourse carveout
for material misrepresentation has been limited to "intentional
misrepresentation". The non-recourse carveout does not cover
"actual waste".
--------------------------------------------------------------------------------
(10(a)) The representation is true and accurate, except as follows:
Centerpoint I (Loan No. 12) There is no individual or entity
other than the Mortgagor who is liable for the non-recourse
carveouts.
Additionally, there is no non-recourse carveout relating to
actual waste at the Mortgaged Property, and the applicable
non-recourse carveouts are limited to (i) "intentional
misrepresentation" (instead of "material misrepresentation");
and (ii) "misappropriation or conversion of rents received
during the continuance of an event of default" (instead of
"misapplication or misappropriation of rents").
--------------------------------------------------------------------------------
(10(a)) The representation is true and accurate, except as follows:
Xxxxxxx Xxxxx Building (Loan No. 11) There is no individual or
entity other than the Mortgagor who is liable for any breach of
the environmental covenants contained in the related Mortgage
Loan documents.
The applicable non-recourse carveout is limited to "actual
physical waste" instead of "actual waste").
--------------------------------------------------------------------------------
(10(a)) The representation is true and accurate, except as follows:
Avion Business Park Portfolio (Loan No. 13) There is no
individual or entity other than the Mortgagor who is liable for
any breach of the environmental covenants contained in the
related Mortgage Loan documents.
--------------------------------------------------------------------------------
(10(a)) The representation is true and accurate, except as follows:
Chartwell II (Loan No. 14) There is no individual or entity
other than the Mortgagor who is liable for the non-recourse
carveouts.
The applicable non-recourse carveout is limited to "any
material breach of the environmental covenants" (instead of
"any breach of the environmental covenants").
--------------------------------------------------------------------------------
(10(a)) The representation is true and accurate, except as follows:
Park Center (Loan No. 15) The applicable non-recourse carveouts
are limited to (i) "intentional material misrepresentation"
(instead of "material misrepresentation"); (ii) "misapplication
or misappropriation of rents after an event of default"
(instead of "misapplication or misappropriation of rents") and
(iii) "actual intentional waste" (instead of "actual waste").
The environmental non-recourse carveout is qualified by certain
provisions in the Mortgage Loan documents and includes a 5 year
sunset provision.
--------------------------------------------------------------------------------
(10(a)) The representation is true and accurate, except as follows:
HTA - Cloverleaf (Loan No. 23) The applicable non-recourse
carveouts are limited to (i) "intentional misrepresentations"
(instead of "material misrepresentation") and (ii) "physical
waste" (instead of "actual waste").
There is no individual or entity other than the Mortgagor who
is liable for any breach of the environmental covenants
contained in the related Mortgage Loan documents.
--------------------------------------------------------------------------------
(10(a)) The representation is true and accurate, except as follows:
Flamingo East Plaza (Loan No. 27) The applicable non-recourse
carveouts are limited to (i) "intentional misrepresentation"
(instead of "material misrepresentation") and (ii) "actual
physical waste" (instead of "actual waste").
--------------------------------------------------------------------------------
(10(a)) The representation is true and accurate, except as follows:
HTA - Santa Xxxxxxx (Loan No. 39) The applicable non-recourse
carveouts are limited to (i) "intentional misrepresentations"
(instead of "material misrepresentation") and (ii) "physical
waste" (instead of "actual waste").
There is no individual or entity other than the Mortgagor who
is liable for any breach of the environmental covenants
contained in the related Mortgage Loan documents.
--------------------------------------------------------------------------------
(10(a)) The representation is true and accurate, except as follows:
Vista Plaza (Loan No. 55) The applicable non-recourse carveouts
are limited to (i) "application or appropriation of insurance
proceeds or condemnation awards in violation of Mortgage Loan
documents" (instead of "misapplication or misappropriation of
insurance proceeds or condemnation awards"), (ii) "intentional
actual waste" (instead of "actual waste") and (iii) "fraud or
material misrepresentation as to a material fact" (instead of
"fraud or material misrepresentation").
--------------------------------------------------------------------------------
(10(a)) The representation is true and accurate, except as follows:
Chase Financial Tower (Loan No. 56) The applicable non-recourse
carveouts are limited to (i) "intentional and material
misapplication of rents, insurance proceeds or condemnation
awards" (instead of "misapplication of rents, insurance
proceeds or condemnation awards") and (ii) "intentional actual
waste" (instead of "actual waste").
There is no individual or entity other than the Mortgagor who
is liable for the environmental non-recourse carveout.
--------------------------------------------------------------------------------
(10(a)) The representation is true and accurate, except as follows:
Horsham Point (Loan No. 57) The applicable non-recourse
carveouts are limited to (i) "intentional misrepresentation"
(instead of "material misrepresentation") and (ii)
"misapplication or conversion by Mortgagor of insurance
proceeds paid by any reason of loss, damage or destruction to
the [Mortgaged Property], any condemnation awards or other
amounts received in connection with the condemnation of all or
a portion of the [Mortgaged Property], or any rents following
an event of default which is continuing" (instead of
"misapplication or misappropriation of rents, insurance
proceeds or condemnation awards").
There is no individual or entity who is liable for the actual
waste non-recourse carveout.
The liability of the guarantor for the non-recourse carveouts
is limited to $5,000,000.
The environmental non-recourse carveout is qualified by certain
provisions in the Mortgage Loan documents and includes a 5 year
sunset provision.
--------------------------------------------------------------------------------
(10(a)) The representation is true and accurate, except as follows:
Valley View Business Center IV (Loan No. 58) The applicable
non-recourse carveouts are limited to "an intentional act of
actual waste" (instead of "any act of actual waste").
--------------------------------------------------------------------------------
(10(a)) The representation is true and accurate, except as follows:
Cranbury Corporate Campus (Loan No. 64) There is no individual
or entity other than the Mortgagor who is liable for the
environmental non-recourse carveout.
--------------------------------------------------------------------------------
(10(a)) The representation is true and accurate, except as follows:
000 Xxxxxxxx (Loan No. 82) There is no individual or entity
other than the Mortgagor who is liable for non-recourse
carveouts.
--------------------------------------------------------------------------------
(10(a)) The representation is true and accurate, except as follows:
0000 Xxxxxxx Xxxx (Loan No. 83) The applicable non-recourse
carveouts are limited to "misapplication or misappropriation of
rents after the occurrence of an event of default" (instead of
"misapplication or misappropriation of rents") and "intentional
waste" (instead of "actual waste").
Recourse carveouts are limited to mortgagee's actual losses.
--------------------------------------------------------------------------------
(10(a)) The representation is true and accurate, except as follows:
The Crossing at 288 (Loan No. 87) There is no individual or
entity other than the Mortgagor who is liable for non-recourse
carveouts.
--------------------------------------------------------------------------------
(10(a)) The representation is true and accurate, except as follows:
Xxxxxxxxx Xxxxxxx Technology Park (Loan No. 89) There is no
individual or entity other than the Mortgagor who is liable for
the environmental non-recourse carveout.
--------------------------------------------------------------------------------
(10(a)) The representation is true and accurate, except as follows:
HTA - North Xxxx Village (Loan No. 101) The applicable
non-recourse carveouts are limited to (i) "intentional
misrepresentations" (instead of "material misrepresentation")
and (ii) "physical waste" (instead of "actual waste").
There is no individual or entity other than the Mortgagor who
is liable for the environmental non-recourse carveout.
--------------------------------------------------------------------------------
(10(a)) The representation is true and accurate, except as follows:
HTA - Hoosier Estates (Loan No. 109) The applicable
non-recourse carveouts are limited to (i) "intentional
misrepresentations" (instead of "material misrepresentation")
and (ii) "physical waste" (instead of "actual waste").
There is no individual or entity other than the Mortgagor who
is liable for the environmental non-recourse carveout.
--------------------------------------------------------------------------------
(10(a)) The representation is true and accurate, except as follows:
HTA - Holiday Estates (Loan No. 113) The applicable
non-recourse carveouts are limited to (i) "intentional
misrepresentations" (instead of "material misrepresentation")
and (ii) "physical waste" (instead of "actual waste").
There is no individual or entity other than the Mortgagor who
is liable for the environmental non-recourse carveout.
--------------------------------------------------------------------------------
(10(a)) The representation is true and accurate, except as follows:
HTA - Shenandoah Estates (Loan No. 120) The applicable
non-recourse carveouts are limited to (i) "intentional
misrepresentations" (instead of "material misrepresentation")
and (ii) "physical waste" (instead of "actual waste").
There is no individual or entity other than the Mortgagor who
is liable for the environmental non-recourse carveout.
--------------------------------------------------------------------------------
(10(a)) The representation is true and accurate, except as follows:
HTA - Beacon Hill Colony (Loan No. 128) The applicable
non-recourse carveouts are limited to (i) "intentional
misrepresentations" (instead of "material misrepresentation")
and (ii) "physical waste" (instead of "actual waste").
There is no individual or entity other than the Mortgagor who
is liable for the environmental non-recourse carveout.
--------------------------------------------------------------------------------
(10(a)) The representation is true and accurate, except as follows:
Holiday Inn Express (Loan No. 129) The applicable non-recourse
carveouts are limited to (i) "willful misrepresentation"
(instead of "material misrepresentation"; (ii) "failure to
apply any rents, royalties, accounts, revenues, income, issues,
profits and other benefits form the [Mortgaged] Property which
are collected or received by the [Mortgagor] during the period
of any default or after acceleration of any indebtedness and
other sums owing under the [Mortgage] Loan documents to the
payment of either (a) such indebtedness or other sums or (b)
the normal and necessary operating expenses of the [Mortgaged]
Property [and] failure to deliver any insurance proceeds or
condemnation awards or any security deposits received by the
[Mortgagor] to lender or to otherwise apply such sums as
required under the terms of the [Mortgage] Loan documents or
any other instrument now or hereafter security the [Mortgage]
Note" (instead of "misapplication or misappropriation of rents,
insurance proceeds "); and (iii) "a material physical waste of
the [Mortgage] Property" (instead of "any act of actual
waste").
There is no individual or entity other than the Mortgagor who
is liable for the environmental non-recourse carveout.
--------------------------------------------------------------------------------
(10(a)) The representation is true and accurate, except as follows:
HTA - Skyway (Loan No. 151) The applicable non-recourse
carveouts are limited to (i) "intentional misrepresentations"
(instead of "material misrepresentation") and (ii) "physical
waste" (instead of "actual waste").
There is no individual or entity other than the Mortgagor who
is liable for the environmental non-recourse carveout.
--------------------------------------------------------------------------------
(10(a)) The representation is true and accurate, except as follows:
Faurecia Exhaust Systems Inc. Ind/Off (Loan No. 183) The
applicable non-recourse carveouts are limited to
"misapplication or misappropriation of rents after the
occurrence of an event of default" (instead of "misapplication
or misappropriation of rents").
There is no individual or entity other than the Mortgagor who
is liable for actual waste non-recourse carveout.
--------------------------------------------------------------------------------
(10(a)) The representation is true and accurate, except as follows:
Moriseki (Loan No. 192) Only with respect to the guarantor, the
applicable non-recourse carveouts are limited to "actual,
physical waste" (instead of "actual waste")
--------------------------------------------------------------------------------
(10(c)) The representation is true and accurate, except as follows:
MSTC A&B (Loan No. 123) Mortgage Loan is structured as an IDOT,
and while the related Mortgagor was the maker of the Mortgage
Note, the Mortgage was given by the IDOT grantor.
--------------------------------------------------------------------------------
(10(c)) The representation is true and accurate, except as follows:
Maryland Corporate Center (Loan No. 33) Mortgage Loan is
structured as an IDOT, and while the related Mortgagor was the
maker of the Mortgage Note, the Mortgage was given by the IDOT
grantor.
--------------------------------------------------------------------------------
(10(c)) The representation is true and accurate, except as follows:
Xxxxxxx Business Center II (Loan No. 88) Mortgage Loan is
structured as an IDOT, and while the related Mortgagor was the
maker of the Mortgage Note, the Mortgage was given by the IDOT
grantor.
--------------------------------------------------------------------------------
(10(d)) The representation is true and accurate, except as follows:
Avion Business Center (Loan No. 13) The terms of the Mortgage
Loan documents were modified after the Cut-off Date to provide
that any asset manager for a collateralized debt obligation
transaction must satisfy certain Rating Agency requirements.
--------------------------------------------------------------------------------
(10(d)) The representation is true and accurate, except as follows:
Maple 108 Shopping Center (Loan No. 185) The terms of the
Mortgage Loan documents were modified after the Cut-off Date to
provide for the pre-approval of additional "original
principals" to replace a recently deceased existing principal.
--------------------------------------------------------------------------------
(12) The representation is true and accurate, except as follows:
Houston Galleria (Loan No. 1) The related Mortgage Loan
documents contain certain rights to release various portions of
the collateral without consideration, including the current
Macy's parcel and certain adjacent in-line space, future vacant
anchors that are transferred to another anchor user, all or a
portion of one parking garage and certain other minor transfers
to owners of the commercial condominium units.
--------------------------------------------------------------------------------
(12) The representation is true and accurate, except as follows:
Ballantyne Corporate Park (Loan No. 2) Each Ballantyne
Corporate Park property may be released from the lien of the
Mortgage upon defeasance of an amount equal to 105% of the
Allocated Loan Amount for hotel properties and 110% of the
Allocated Loan Amount for office properties. Notwithstanding
the foregoing, the Mortgagor has a one-time right to pay a
lower release price (provided that such lower price is not less
than 75% of the Allocated Loan Amount), subject to the
satisfaction of certain criteria.
The Mortgagor may obtain a release of an individual Mortgaged
Property by substituting its interest in other collateral
during the term of the Mortgage Loan, subject to certain
conditions as set forth in the related Mortgage Loan documents.
--------------------------------------------------------------------------------
(12) The representation is true and accurate, except as follows:
Colony Portfolio II (Loan No. 3) Each Colony Portfolio property
and individual buildings within each Colony Portfolio property
may be released from the lien of the mortgage upon defeasance
of an amount less than 125% of the allocated loan amount.
The Mortgagor may obtain a release of a portion of Mortgaged
Property by substituting its interest in other collateral
during the term of the Mortgage Loan, subject to certain
conditions as set forth in the related Mortgage Loan documents.
--------------------------------------------------------------------------------
(12) The representation is true and accurate, except as follows:
Centerpoint I (Loan No. 12) Each Centerpoint I property may be
released from the lien of the Mortgage upon defeasance of an
amount equal to 110% of the allocated loan amount.
The Mortgagor may obtain a release of an individual Mortgaged
Property by substituting its interest in other Mortgaged
Properties as collateral during the term of the Mortgage Loan,
subject to certain conditions as set forth in the related
Mortgage Loan documents.
--------------------------------------------------------------------------------
(12) The representation is true and accurate, except as follows:
Avion Business Center (Loan No. 13) Each Avion Business Center
property may be released from the lien of the Mortgage upon
defeasance of an amount equal to 110% of the Allocated Loan
Amount.
The Mortgagor may obtain a release of an individual Mortgaged
Property by substituting its interest in other collateral
during the term of the Mortgage Loan, subject to certain
conditions as set forth in the related Mortgage Loan documents.
--------------------------------------------------------------------------------
(12) The representation is true and accurate, except as follows:
Chartwell II (Loan No. 14) Each Chartwell II property may be
released from the lien of the Mortgage upon defeasance of an
amount equal to 120% of the Allocated Loan Amount.
--------------------------------------------------------------------------------
(12) The representation is true and accurate, except as follows:
Maryland Corporate Center (Loan No. 33) Each building within
the Maryland Corporate Center property may be released from the
lien of the Mortgage upon defeasance of an amount equal to
107.5% of the Allocated Loan Amount.
--------------------------------------------------------------------------------
(12) The representation is true and accurate, except as follows:
Shadow Creek Apartments (Loan No. 135) A portion of the
Mortgaged Property may be released from the lien of the
Mortgage upon payment to the mortgagee of a $240,000 fee and
the satisfaction of certain other criteria, including a DSCR
test.
--------------------------------------------------------------------------------
(14(a)) The representation is true and accurate, except as follows:
Natomas Village (Loan No. 41) The value of the Mortgaged
Property is based upon the appraiser's $22.4 million "as
stabilized" value (as compared with a $21.2 million "as-is"
value) and assumes build-out and occupancy of space that has
not yet occurred. The mortgagee established escrows at
origination in the amount of $2.49 million relating to the
lease-up of the Mortgaged Property.
--------------------------------------------------------------------------------
(16) The representation is true and accurate, except as follows:
HTA - Cloverleaf (Loan No. 23) The Mortgaged Property contains
an "RV" section where approximately 26 RVs are tied down in
violation of applicable zoning laws. Mortgagee received a
$500,000 guarantee from non-recourse guarantor (Hometown
America, L.L.C.) to cover potential costs incurred by the
Mortgagor in connection with removing the RVs as to comply with
current zoning requirements.
--------------------------------------------------------------------------------
(16) The representation is true and accurate, except as follows:
Southeast Center (Loan No. 110) The Mortgaged Property is
legally conforming, subject to re-striping of one parking
space.
--------------------------------------------------------------------------------
(17) The representation is true and accurate, except as follows:
Ballantyne Corporate Park (Loan No. 2) As of the date of
origination, several Ballantyne Corporate Park properties were
part of a larger tax parcel. The Mortgagor is in the process of
subdividing the tax parcels and the next tax xxxx will xxxx the
properties as separate tax parcels.
--------------------------------------------------------------------------------
(17) The representation is true and accurate, except as follows:
Centerpoint I (Loan No. 12) The Centerpoint property located at
000 Xxxxxxxxx Xxxx and the property located at 0000 Xxxxxxxxx
Xxxx, each located in Naperville, Illinois, were not separate
tax parcels as of the date of origination, but have since been
properly split and will be assessed as separate tax parcels
going forward.
--------------------------------------------------------------------------------
(17) The representation is true and accurate, except as follows:
Flamingo East Plaza (Loan No. 27) As of the date of
origination, the Mortgaged Property's tax parcel contained a
gas station for which a separate tax parcel number had not been
obtained. The tax parcel number is in the process of being
obtained by the Mortgagor and the Mortgagor has confirmed that
all documents have been submitted to the related locality.
--------------------------------------------------------------------------------
(17) The representation is true and accurate, except as follows:
Natomas Village (Loan No. 41) As of the date of origination,
the Mortgagor was in the process of obtaining separate tax
parcel numbers for parcels 1, 2, 3 and 4 as shown on the parcel
map on Coral Business Center II.
--------------------------------------------------------------------------------
(17) The representation is true and accurate, except as follows:
Woodland Ridge Apartments (Loan No. 42) As of the date of
origination, the Mortgaged Property is not a separate and
complete tax parcel. The Mortgagor has a post-closing
obligation to provide, by July 1, 2006, evidence satisfactory
to the mortgagee that the Mortgaged Property is a separate and
complete tax parcel.
--------------------------------------------------------------------------------
(17) The representation is true and accurate, except as follows:
Chase Financial Tower (Loan No. 56) As of the date of
origination, the related Mortgaged Property was part of a
larger tax parcel. Pursuant to an undelivered items letter, the
Mortgagor has agreed to obtain a separate tax identification
number for the Mortgaged Property within 180 days of
origination.
--------------------------------------------------------------------------------
(17) The representation is true and accurate, except as follows:
The Crossings at 288 (Loan No. 87) The Mortgaged Property is
assessed with ad valorem taxes with respect to non-collateral
real property. The Mortgagor has escrowed and will continue to
escrow funds sufficient to pay the taxes on all parcels
assessed with the Mortgaged Property. The Mortgagor covenanted
to cause the Mortgaged Property to be assessed separately from
all other property within 12 months from the closing date.
--------------------------------------------------------------------------------
(17) The representation is true and accurate, except as follows:
West Junction Shopping Center (Loan No. 124) As of the date of
origination, the related Mortgaged Property was part of a
larger tax parcel. Pursuant to the Escrow Agreement for
Reserves and Impounds, the Mortgagor has agreed to obtain a
separate tax identification number for the Mortgaged Property
within 6 months of origination.
--------------------------------------------------------------------------------
(17) The representation is true and accurate, except as follows:
Belvedere Properties (Loan No. 191) As of the date of
origination, the related Mortgaged Property was part of a
larger tax parcel. The Mortgagor is required to provide proof
within 180 days of origination (by February 28, 2006) that the
additional property has been removed from the tax parcel.
--------------------------------------------------------------------------------
(19(a)) The representation is true and accurate, except as follows:
Houston Galleria (Loan No. 1) The mortgagee waived escrows for
immediate repairs in the amount of $23,500 recommended by the
property condition report.
--------------------------------------------------------------------------------
(19(a)) The representation is true and accurate, except as follows:
Colony Portfolio II (Loan No. 3) The mortgagee waived escrows
for immediate repairs in the amount of $330,980 recommended by
the property condition report, broken down among properties as
follows: Holland Park, $56,050; Azalea Springs, $32,600;
Oakbrook Terrace Corporate Center III, $10,000; Southfield
Logisitcs, $33,050; Kensington Business Center, $172,280.
--------------------------------------------------------------------------------
(19(a)) The representation is true and accurate, except as follows:
Centerpoint I (Loan No. 12) The mortgagee waived escrows for
immediate repairs in the amount of $142,000 recommended by the
property condition report.
--------------------------------------------------------------------------------
(19(a)) The representation is true and accurate, except as follows:
Avion Business Park Portfolio (Loan No. 13) The mortgagee
waived escrows for immediate repairs in the amount of $24,800
recommended by the property condition report, broken down among
properties as follows: Avion Tech II, $3,600; Avion Tech I,
$1,200; Midrise II, $20,000.
--------------------------------------------------------------------------------
(19(a)) The representation is true and accurate, except as follows:
HTA - Cloverleaf (Loan No. 23) The mortgagee waived escrows for
immediate repairs in the amount of $7,710 recommended by the
property condition report.
--------------------------------------------------------------------------------
(19(a)) The representation is true and accurate, except as follows:
HTA - Santa Xxxxxxx (Loan No. 39) The mortgagee waived escrows
for immediate repairs in the amount of $6,530 recommended by
the property condition report.
--------------------------------------------------------------------------------
(19(a)) The representation is true and accurate, except as follows:
Viva International Building (Loan No. 62) The mortgagee waived
escrows for immediate repairs in the amount of $7,114
recommended by the property condition report.
--------------------------------------------------------------------------------
(19(a)) The representation is true and accurate, except as follows:
Horsham Point (Loan No. 57) The mortgagee waived escrows for
immediate repairs in the amount of $10,000 recommended by the
property condition report.
--------------------------------------------------------------------------------
(19(a)) The representation is true and accurate, except as follows:
Attic Plus Self Storage (Loan No. 84) The mortgagee waived
immediate repairs in the amount of $18,669 recommended by the
property condition report.
--------------------------------------------------------------------------------
(19(a)) The representation is true and accurate, except as follows:
Dearborn Plaza (Loan No. 85) The mortgagee waived immediate
repairs in the amount of $5,250 recommended by the property
condition report.
--------------------------------------------------------------------------------
(19(a)) The representation is true and accurate, except as follows:
HTA - Skyway (Loan No. 151) The mortgagee waived immediate
repairs in the amount of $7,860 recommended by the property
condition report.
--------------------------------------------------------------------------------
(19(a)) The representation is true and accurate, except as follows:
Oxford Place Apartments, HTA - North Xxxx Village, Rite Aid
Portfolio, HTA - Hoosier Estates, Safe Storage Portfolio, The
Storage Center - Xxxxx, HTA - Shenandoah Estates, Westwood
Square, HTA-Beacon Hill Colony, EKU By-Pass, Alec Plaza, The
Cliffs Apartments, Country Manor Apartments, Canyon Portal 2,
Concord Commons, HTA - Holiday Estates (Loan No. 65, 101, 102,
109, 111, 116, 120, 125, 128, 194, 177, 127, 196, 26, 17, 113)
The mortgagee waived immediate repairs in an amount of less
than $5,000 recommended by the property condition report.
--------------------------------------------------------------------------------
(19(b)) The representation is true and accurate, except as follows:
The Meridian at Brentwood - Phase I (Loan No. 19) A small,
unimproved parcel of the Mortgaged Property may be condemned in
connection with the City of St. Louis' development and
expansion of its light rail system adjacent to the Mortgaged
Property. The value of the unimproved parcel was not included
in the underwriting of the loan.
--------------------------------------------------------------------------------
(19(b)) The representation is true and accurate, except as follows:
Eagle Window (Loan No. 44) The United States government has the
right to intentionally flood the Mortgaged Property. This risk
is partially mitigated by title insurance coverage (limited to
forced removal of improvements by judicial action) and a losses
carveout (covering any loss or damage occasioned by the
government's exercise of its right to flood the Mortgaged
Property).
--------------------------------------------------------------------------------
(20(g)) The representation is true and accurate, except as follows:
Xxxxxxx Xxxxx Building (Loan No. 11) The original term of the
Ground Lease plus optional renewal periods extends until
October 21, 2034, which is less than 20 years beyond January 1,
2016, the stated maturity date of the Mortgage Loan.
--------------------------------------------------------------------------------
(22) The representation is true and accurate, except as follows:
Houston Galleria (Loan No. 1) Depending on the number of
insurance companies issuing the Insurance Policies and the
number of rating agencies rating the certificates, the related
Mortgage Loan documents permit a sliding scale of ratings
requirements for the insurance companies issuing the policies
from "A" to "BBB".
The related Mortgage Loan documents permit a $100,000
deductible for casualty insurance.
--------------------------------------------------------------------------------
(22) The representation is true and accurate, except as follows:
Centerpoint I (Loan No. 12) The Mortgagor is permitted to
insure through Affiliated FM Insurance Co. so long as
Affiliated FM Insurance Co. maintains a rating of "BBB" by S&P,
and none of the Rating Agencies or investors in connection with
a securitization request removal of Affiliated FM Insurance Co.
The Mortgagor also is permitted to use a syndicate of insurance
providers so long as at least seventy-five percent (75%) of the
coverage (if there are four (4) or fewer members of the
syndicate) or at least sixty percent (60%) of the coverage (if
there are five (5) or more members of the syndicate) have a
claims paying ability rating of "A" or better by at least two
(2) rating agencies (one of which shall be S&P if they are
rating the securities and one of which will be Moody's if they
are rating the securities), or if only one rating agency is
rating the securities, then only by such rating agency
(provided that all other members of such syndicate shall have a
claims paying ability rating of at least "BBB" by such rating
agencies).
--------------------------------------------------------------------------------
(22) The representation is true and accurate, except as follows:
Chartwell II (Loan No. 14) The Mortgagor is required to carry
Insurance Policies having a claims paying ability rating of "A"
or better (and the equivalent thereof) by at least two (2) of
the rating agencies rating the certificates, or, if only one
rating agency is rating the certificates, then only by such
rating agency; provided, however, that (i) the first layer of
coverage under such insurance will be provided by carriers with
a minimum financial strength rating by S&P of "A" or better;
(ii) 60% (75% if there are four or fewer members in the
syndicate) of the aggregate limits under such Insurance
Policies must be provided by carriers with a minimum financial
strength rating from S&P of "A" or better and (iii) a financial
strength rating from S&P of at least "BBB".
The related Mortgage Loan documents permit a $100,000
deductible for general liability insurance so long as certain
principals are in control of the Mortgagor.
--------------------------------------------------------------------------------
(22) The representation is true and accurate, except as follows:
Flamingo East Plaza (Loan No. 27) The Mortgage Loan documents
provide for a deductible of $5,000 for general liability
insurance.
--------------------------------------------------------------------------------
(22) The representation is true and accurate, except as follows:
Vista Plaza (Loan No. 55) The Mortgage Loan documents provide
for a deductible of $5,000 for general liability insurance.
--------------------------------------------------------------------------------
(22) The representation is true and accurate, except as follows:
Horsham Point (Loan No. 57) The Mortgage Loan documents provide
for a deductible of $50,000 for terrorism insurance.
--------------------------------------------------------------------------------
(22) The representation is true and accurate, except as follows:
Salem Courthouse Apartments (Loan No. 70) The Mortgage Loan
documents provide for a deductible for named hurricanes is the
greater of 2% of the insured value of the Mortgaged Property or
$100,000.
--------------------------------------------------------------------------------
(22) The representation is true and accurate, except as follows:
000 Xxxxxxxx (Loan No. 82) The Mortgage Loan documents permit
the Mortgagor to have an "all-risk" deductible of $2.5 million,
subject to satisfaction of certain conditions set forth in the
Mortgage Loan documents.
--------------------------------------------------------------------------------
(22) The representation is true and accurate, except as follows:
Xxxxxxxxx Xxxxxxx Technology Building (Loan No. 89) The
Mortgage Loan documents provide for a windstorm deductible for
2% of insured value of the Mortgaged Property, but not less
than $100,000.
--------------------------------------------------------------------------------
(22) The representation is true and accurate, except as follows:
Concord Commons (Loan No. 17) The Mortgage Loan documents
permit a $25,000 deductible for casualty insurance.
--------------------------------------------------------------------------------
(22) The representation is true and accurate, except as follows:
Xxxxxxxx xx Xxxxxxxxxxx (Xxxx Xx. 00) The Mortgage Loan
documents provide for a deductible of not to exceed $10,000 for
general liability insurance.
The Mortgagor is permitted to maintain its current Insurance
Policy, with an insurer that is not rated by S&P (Essex).
--------------------------------------------------------------------------------
(22) The representation is true and accurate, except as follows:
Eagle Window (Loan No. 44) The Mortgagor is permitted to
maintain its current Insurance Policy with an insurer with a
claims-paying rating of "BBB" by S&P, provided that in the
event that the insurer's claims-paying rating is downgraded
below either of its current ratings, the Mortgagor is required
to switch carriers to an insurer that meets the ratings
requirements.
Deductible for all-risk Insurance Policy is $50,000.
The related Mortgage Loan documents permit a $500,000
deductible for casualty insurance.
--------------------------------------------------------------------------------
(22) The representation is true and accurate, except as follows:
Viva International Building (Loan No. 62) Deductible for
all-risk Insurance Policy may exceed $25,000 (capped at
$50,000).
--------------------------------------------------------------------------------
(22) The representation is true and accurate, except as follows:
Chase Financial Tower (Loan No. 56) Deductible for all-risk
Insurance Policy may exceed $25,000 (capped at $50,000).
The Mortgage Loan documents provide for a deductible of not to
exceed $5,000 for general liability insurance; provided,
however, that subject to the satisfaction of certain
conditions, the mortgagee shall permit a deductible of not to
exceed $500,000.
The Mortgage Loan documents permit a deductible for boiler and
machinery insurance of up to $100,000.
--------------------------------------------------------------------------------
(22) The representation is true and accurate, except as follows:
Tulane Park Apartment (Loan No. 60) The Mortgagor is permitted
to maintain an Insurance Policy issued by an insurer that does
not meet the rating requirement (Ohio Casualty), provided that
in the case of a claims-paying ability ratings downgrade below
"BBB" by S&P and "A-IX" by A.M. Best, or upon renewal,
whichever occurs first, the Mortgagor is required to obtain
insurance from an acceptable insurer.
The Mortgage Loan documents provide for a deductible of $5,000
for general liability insurance.
--------------------------------------------------------------------------------
(22) The representation is true and accurate, except as follows:
Pickwick Place Apartments (Loan No. 67) The Mortgage Loan
documents provide for a deductible of $10,000 for general
liability insurance.
--------------------------------------------------------------------------------
(22) The representation is true and accurate, except as follows:
The Crossings at 288 (Loan No. 87) All Insurance Policies
contain clauses providing they are not terminable and may not
be terminated, without thirty days prior written notice to the
mortgagee. Evidence of renewal of insurance is due not less
than 15 days prior to policy expiration (instead of 30 days).
--------------------------------------------------------------------------------
(22) The representation is true and accurate, except as follows:
Wyckford Commons Apartments (Loan No. 91) The Mortgage Loan
documents provide for a deductible of $10,000 for general
liability insurance.
--------------------------------------------------------------------------------
(22) The representation is true and accurate, except as follows:
The Cliffs Apts, Phase I (Loan No. 127) Deductible for all-risk
Insurance Policy may exceed $25,000 (capped at "the lesser of
$10,000 or 1% of the face value of the policy for liability,
$25,000 for property claims, and $50,000 for wind and hail").
The Mortgage Loan documents provide for a deductible of $10,000
for general liability insurance.
--------------------------------------------------------------------------------
(22) The representation is true and accurate, except as follows:
Holiday Inn Express (Loan No. 129) Deductible for all-risk
Insurance Policy may exceed $25,000 (capped at not to exceed
$50,000; provided that such deductible may by increased to not
to exceed $250,000 subject to certain conditions, including so
long as Sunburst Hospitality Corporation remains liable as
guarantor under the guaranty).
The Mortgagor is permitted to maintain an Insurance Policy
issued by an insurer that is not rated by A.M. Best.
--------------------------------------------------------------------------------
(22) The representation is true and accurate, except as follows:
Greenfield Apartments (Loan No. 172) The Mortgage Loan
documents provide for a deductible of $15,000 for general
liability insurance.
--------------------------------------------------------------------------------
(22) The representation is true and accurate, except as follows:
Faurecia Exhaust Systems Inc., Ind/Off (Loan No. 183) The
Mortgage Loan documents provide for a deductible of $100,000
for casualty insurance.
--------------------------------------------------------------------------------
(24) The representation is true and accurate, except as follows:
The Meridian at Brentwood - Phase I (Loan No. 19) Mortgagor is
the defendant in a pending lawsuit by Red Xxxxx International
Inc. and Red Xxxxx Gourmet Burgers Inc., pursuant to which the
plaintiff is seeking lost profits in the amount of $100,000 and
punitive damages based on the Mortgagor's alleged breach of a
letter of intent to lease space to plaintiff.
--------------------------------------------------------------------------------
(27) The representation is true and accurate, except as follows:
Maryland Corporate Center (Loan No. 33) This is an IDOT loan.
The IDOT grantor, and not the Mortgagor, is required to provide
the financial documentation to mortgagee.
--------------------------------------------------------------------------------
(27) The representation is true and accurate, except as follows:
Xxxxxxx Business Center II (Loan No. 88) This is an IDOT loan.
The IDOT grantor, and not the Mortgagor, is required to provide
the financial documentation to mortgagee.
--------------------------------------------------------------------------------
(27) The representation is true and accurate, except as follows:
MSTC A&B (Loan No. 123) This is an IDOT loan. The IDOT grantor,
and not the Mortgagor, is required to provide the financial
documentation to mortgagee.
--------------------------------------------------------------------------------
(29) The representation is true and accurate, except as follows:
Colony Portfolio II, Maryland Corporate Center (Loan No. 3, 33)
The original principal balance of the Colony Portfolio II
Mortgage Loan and the Maryland Corporate Center Mortgage Loan,
which loans are to Mortgagors under common control, represent
more than 5% of the aggregate outstanding principal amount of
all the mortgage loans included in the Trust Fund.
--------------------------------------------------------------------------------
(30) The representation is true and accurate, except as follows:
Maryland Corporate Center (Loan No. 33) The IDOT grantor is not
a Single Purpose Entity because it owns equity interests in
other entities unrelated to the Mortgagor or the Mortgage Loan.
--------------------------------------------------------------------------------
(32) The representation is true and accurate, except as follows:
Houston Galleria (Loan No. 1) Pursuant to the Mortgage Loan
documents, the members of Mortgagor are permitted to pledge all
or any portion of their membership interest(s) in Mortgagor to
secure a mezzanine loan, subject to satisfaction of certain
conditions set forth therein.
The related Mortgage Loan documents contain certain rights to
release various portions of the collateral without
consideration, including the current Macy's parcel and certain
adjacent in-line space, future vacant anchors that are
transferred to another anchor user, all or a portion of one
parking garage and certain other minor transfers to owners of
the commercial condominium units.
Certain other transfers to affiliates and other entities are
permitted pursuant to the Mortgage Loan documents.
--------------------------------------------------------------------------------
(32) The representation is true and accurate, except as follows:
Ballantyne Corporate Park (Loan No. 2) Subject to the
satisfaction of certain criteria, the Mortgage Loan documents
allow members of the Mortgagor the right to pledge their
interests in the Mortgagor to secure a mezzanine loan.
Various transfers of direct and indirect interests in the
Mortgagor are permitted to Bissell family members, affiliates
of Bissell family members, Bissell family trusts and certain
charities.
--------------------------------------------------------------------------------
(32) The representation is true and accurate, except as follows:
Colony Portfolio II (Loan No. 3) Pursuant to the Mortgage Loan
documents, the members of Mortgagor are permitted to pledge all
or any portion of their membership interest(s) in Mortgagor to
secure a mezzanine loan, subject to satisfaction of certain
conditions set forth therein.
--------------------------------------------------------------------------------
(32) The representation is true and accurate, except as follows:
Avion Business Center (Loan No. 13) Subject to the satisfaction
of certain conditions, transfers in connection with a public or
private REIT offering are permitted without Mortgagee's
consent.
The sole member of the Mortgagor has pledged its ownership
interests in the Mortgagor to secure a mezzanine loan held by
LEM Funding XXXIII, L.P. and LEM Parallel XXXIII, L.P. If the
sole member of the Mortgagor defaults on the mezzanine loan,
the controlling interest in the Mortgaged Property will be
transferred from the sole member of the Mortgagor to LEM
Funding XXXIII, L.P. and LEM Parallel XXXIII, L.P.
Subject to the satisfaction of certain criteria, the Mortgage
Loan documents allow any direct or indirect owner of the
Mortgagor the right to pledge its respective interest in the
Mortgagor to secure a mezzanine loan in connection with the
refinancing of the existing mezzanine loan referenced above.
--------------------------------------------------------------------------------
(32) The representation is true and accurate, except as follows:
Chartwell II (Loan No. 14) Subject to the satisfaction of
certain conditions, transfers to affiliates and other entities
are permitted without the Mortgagee's consent.
--------------------------------------------------------------------------------
(32) The representation is true and accurate, except as follows:
Park Center (Loan No. 15) The Mortgagor's indirect owner is has
incurred preferred equity from National City Bank.
The parent companies of the Mortgagor are permitted to pledge
their assets to certain qualified transferees in connection
with obtaining credit facilities.
Subject to the satisfaction of certain conditions, transfers to
affiliates and other entities are permitted without the
Mortgagee's consent.
--------------------------------------------------------------------------------
(32) The representation is true and accurate, except as follows:
Flamingo East Plaza (Loan No. 27) Subject to the satisfaction
of certain criteria, the Mortgage Loan documents allow the
owners of the Mortgagor the right to pledge their respective
interests in the Mortgagor to secure a mezzanine loan.
--------------------------------------------------------------------------------
(32) The representation is true and accurate, except as follows:
The Xxxxxxxx House (Loan No. 40) Subject to the satisfaction of
certain criteria, the Mortgage Loan documents allow the members
of the Mortgagor the right to pledge their respective interests
in the Mortgagor to secure a mezzanine loan.
--------------------------------------------------------------------------------
(32) The representation is true and accurate, except as follows:
Vista Plaza (Loan No. 55) Subject to the satisfaction of
certain criteria, the Mortgage Loan documents allow the members
of the Mortgagor the right to pledge their interests in the
Mortgagor to secure a mezzanine loan.
--------------------------------------------------------------------------------
(32) The representation is true and accurate, except as follows:
Chase Financial Tower (Loan No. 56) Subject to the satisfaction
of certain criteria, the Mortgage Loan documents allow the
members of the Mortgagor the right to pledge their interests in
the Mortgagor to secure a mezzanine loan.
--------------------------------------------------------------------------------
(32) The representation is true and accurate, except as follows:
Horsham Point (Loan No. 57) Subject to the satisfaction of
certain conditions, transfers to affiliates and other entities
are permitted without the Mortgagee's consent.
--------------------------------------------------------------------------------
(32) The representation is true and accurate, except as follows:
Pickwick Place Apartments (Loan No. 67) The transfer of
ownership interest in the Mortgagor to R&S or Xxxxxxxxx for the
Mortgaged Property in connection with a Section 1031 tax
deferred exchange is permitted under the Mortgage Loan
documents. The managing member of the Mortgagor is a 1031 tax
deferral exchange intermediary. The intermediary holds the
property for a 180 day safe harbor period until the Mortgagor
locates a replacement property. The Mortgage Loan documents
require the exchange intermediary to transfer 100% of its
interests in the Mortgagor within 180 days to an affiliate of
the Mortgagor. If such transfer is not made, it is an event of
default.
--------------------------------------------------------------------------------
(32) The representation is true and accurate, except as follows:
Salem Courthouse Apartments (Loan No. 70) The transfer of
ownership interest in the Mortgagor to R&S or Xxxxxxxxx for the
Mortgaged Property in connection with a Section 1031 tax
deferred exchange is permitted under the Mortgage Loan
documents. The managing member of the Mortgagor is a 1031 tax
deferral exchange intermediary. The intermediary holds the
property for a 180 day safe harbor period until the Mortgagor
locates a replacement property. The Mortgage Loan documents
require the exchange intermediary to transfer 100% of its
interests in the Mortgagor within 180 days to an affiliate of
the Mortgagor. If such transfer is not made, it is an event of
default.
--------------------------------------------------------------------------------
(32) The representation is true and accurate, except as follows:
0000 Xxxxxxx Xxxx (Loan No. 83) Pursuant to the Mortgage Loan
documents, the members of Mortgagor are permitted to pledge all
or any portion of their membership interest(s) in Mortgagor to
secure a mezzanine loan, subject to satisfaction of certain
conditions set forth therein.
Certain other transfers to affiliates and other entities are
permitted pursuant to Article 8 of the Mortgage Loan agreement.
--------------------------------------------------------------------------------
(32) The representation is true and accurate, except as follows:
Irwindale (Loan No. 86) Subject to the satisfaction of certain
criteria, the Mortgage Loan documents allow the members of the
Mortgagor the right to pledge their interests in the Mortgagor
to secure a mezzanine loan.
--------------------------------------------------------------------------------
(32) The representation is true and accurate, except as follows:
Wyckford Commons Apartments (Loan No. 91) The transfer of
ownership interest in the Mortgagor to R&S or Xxxxxxxxx for the
Mortgaged Property in connection with a Section 1031 tax
deferred exchange is permitted under the Mortgage Loan
documents. The managing member of the Mortgagor is a 1031 tax
deferral exchange intermediary. The intermediary holds the
property for a 180 day safe harbor period until the Mortgagor
locates a replacement property. The Mortgage Loan documents
require the exchange intermediary to transfer 100% of its
interests in the Mortgagor within 180 days to an affiliate of
the Mortgagor. If such transfer is not made, it is an event of
default.
--------------------------------------------------------------------------------
(32) The representation is true and accurate, except as follows:
York Xxxxx Center (Loan No. 117) Subject to the satisfaction of
certain criteria, certain permitted transferees of the
Mortgaged Property are permitted to incur additional
subordinate indebtedness secured by the Mortgaged Property.
--------------------------------------------------------------------------------
(32) The representation is true and accurate, except as follows:
Faurecia Exhaust Systems Inc. Ind/Off (Loan No. 183) Certain
other transfers to affiliates and other entities are permitted
pursuant to Article 8 of the Mortgage Loan agreement.
--------------------------------------------------------------------------------
(32) The representation is true and accurate, except as follows:
Maple 108 Shopping Center (Loan No. 185) Subject to the
satisfaction of certain conditions, certain transfers of
limited partnership interests are permitted.
--------------------------------------------------------------------------------
(34) The representation is true and accurate, except as follows:
Ballantyne Corporate Park (Loan No. 2) In addition to
"governmental securities" within the meaning of Treasury
Regulations Section 1.860G-2(a)(8)(i), the Mortgagor instead
may deliver other "governmental securities" described in the
Mortgage Loan documents to the extent approved by the Rating
Agencies.
--------------------------------------------------------------------------------
(34) The representation is true and accurate, except as follows:
Houston Galleria (Loan No. 1) In addition to "governmental
securities" within the meaning of Treasury Regulations Section
1.860G-2(a)(8)(i), the Mortgagor instead may deliver other
"governmental securities" described in the Mortgage Loan
documents to the extent approved by the Rating Agencies.
--------------------------------------------------------------------------------
(34) The representation is true and accurate, except as follows:
Colony Portfolio II (Loan No. 3) The Mortgage Loan documents do
not require approval of the Single Purpose Entity by the holder
of the Mortgage Loan as required by clause (B) of the
representation, but the Mortgage Loan documents require
compliance with rating agency requirements.
--------------------------------------------------------------------------------
(35) The representation is true and accurate, except as follows:
Houston Galleria (Loan No. 1) The related Mortgage Loan
documents contain certain rights to release various portions of
the collateral without consideration, including the current
Macy's parcel and certain adjacent in-line space, future vacant
anchors that are transferred to another anchor user, all or a
portion of one parking garage and certain other minor transfers
to owners of the commercial condominium units.
--------------------------------------------------------------------------------
(35) The representation is true and accurate, except as follows:
Ballantyne Corporate Park (Loan No. 2) Each Ballantyne
Corporate Park property may be released from the lien of the
Mortgage upon defeasance of an amount equal to 105% of the
Allocated Loan Amount for hotel properties and 110% of the
Allocated Loan Amount for office properties. Notwithstanding
the foregoing, the Mortgagor has a one-time right to pay a
lower release price (provided that such lower price is not less
than 75% of the Allocated Loan Amount), subject to the
satisfaction of certain criteria.
The Mortgagor may obtain a release of an individual Mortgaged
Property by substituting its interest in other collateral
during the term of the Mortgage Loan, subject to certain
conditions as set forth in the related Mortgage Loan documents.
--------------------------------------------------------------------------------
(35) The representation is true and accurate, except as follows:
Avion Business Center (Loan No. 13) Each Avion Business Center
property may be released from the lien of the Mortgage upon
defeasance of an amount equal to 110% of the Allocated Loan
Amount.
The Mortgagor may obtain a release of an individual Mortgaged
Property by substituting its interest in other collateral
during the term of the Mortgage Loan, subject to certain
conditions as set forth in the related Mortgage Loan documents.
--------------------------------------------------------------------------------
(35) The representation is true and accurate, except as follows:
Colony Portfolio II (Loan No. 3) Each Colony Portfolio property
and individual buildings within each Colony Portfolio property
may be released from the lien of the mortgage upon defeasance
of an amount less than 125% of the allocated loan amount.
The Mortgagor may obtain a release of a portion of Mortgaged
Property by substituting its interest in other collateral
during the term of the Mortgage Loan, subject to certain
conditions as set forth in the related Mortgage Loan documents.
--------------------------------------------------------------------------------
(35) The representation is true and accurate, except as follows:
Centerpoint I (Loan No. 12) Each Centerpoint I property may be
released from the lien of the Mortgage upon defeasance of an
amount equal to 110% of the allocated loan amount.
The Mortgagor may obtain a release of an individual Mortgaged
Property by substituting its interest in other collateral
during the term of the Mortgage Loan, subject to certain
conditions as set forth in the related Mortgage Loan documents.
--------------------------------------------------------------------------------
(35) The representation is true and accurate, except as follows:
Chartwell II (Loan No. 14) Each Chartwell II property may be
released from the lien of the Mortgage upon defeasance of an
amount equal to 120% of the Allocated Loan Amount.
--------------------------------------------------------------------------------
(35) The representation is true and accurate, except as follows:
Maryland Corporate Center (Loan No. 33) Each building within
the Maryland Corporate Center property may be released from the
lien of the Mortgage upon defeasance of an amount equal to
107.5% of the Allocated Loan Amount.
--------------------------------------------------------------------------------
(35) The representation is true and accurate, except as follows:
Shadow Creek Apartments (Loan No. 135) A portion of the
Mortgaged Property may be released from the lien of the
Mortgage upon payment to the mortgagee of a $240,000 fee and
the satisfaction of certain other criteria, including a DSCR
test.
--------------------------------------------------------------------------------
(36) The representation is true and accurate, except as follows:
Maryland Corporate Center (Loan No. 33) Because the Mortgage
Loan is structured for tax purposes as an IDOT, the guarantor
of the IDOT owns the related Mortgaged Property instead of the
related Mortgagor.
--------------------------------------------------------------------------------
(36) The representation is true and accurate, except as follows:
Xxxxxxx Business Center II (Loan No. 88) Because the Mortgage
Loan is structured for tax purposes as an IDOT, the guarantor
of the IDOT owns the related Mortgaged Property instead of the
related Mortgagor.
--------------------------------------------------------------------------------
(36) The representation is true and accurate, except as follows:
MSTC A&B (Loan No. 123) Because the Mortgage Loan is structured
for tax purposes as an IDOT, the guarantor of the IDOT owns the
related Mortgaged Property instead of the related Mortgagor.
--------------------------------------------------------------------------------
(37) The representation is true and accurate, except as follows:
HTA - Cloverleaf (Loan No. 23) The Mortgaged Property contains
an "RV" section where approximately 26 RVs are tied down in
violation of applicable zoning laws. Mortgagee received a
$500,000 guarantee from non-recourse guarantor (Hometown
America, L.L.C.) to cover potential costs incurred by the
Mortgagor in connection with removing the RVs as to comply with
current zoning requirements.
--------------------------------------------------------------------------------
(37) The representation is true and accurate, except as follows:
Xxxx Xxxxx Station Apartments (Loan No. 43) As of the date of
origination, the related Mortgaged Property is non-conforming
due to a 13 foot side setback deficiency on the north side of
the Mortgaged Property. This risk is partially mitigated by
title insurance coverage.
--------------------------------------------------------------------------------
(39) The representation is true and accurate, except as follows:
Shoppes at Xxxxxx Crossing (Loan No. 92) Mississippi state law
provides that a late payment fee cannot be charged until a
payment is more than 15 days late. However, mortgagee may
accelerate the Mortgage and foreclose on the Mortgaged Property
if a Monthly Payment is more than 10 days delinquent.
--------------------------------------------------------------------------------
(41) The representation is true and accurate, except as follows:
Houston Galleria (Loan No. 1) Terrorism insurance premiums are
capped at $450,000 per year.
--------------------------------------------------------------------------------
(41) The representation is true and accurate, except as follows:
Ballantyne Corporate Park (Loan No. 2) Terrorism insurance
premiums are capped at $500,000 per year.
--------------------------------------------------------------------------------
(41) The representation is true and accurate, except as follows:
Xxxxxxx Xxxxx Building (Loan No. 11) Terrorism insurance
premiums are capped at $205,000 per year, subject to annual
escalations as set forth in the Mortgage Loan documents.
--------------------------------------------------------------------------------
(41) The representation is true and accurate, except as follows:
Colony Portfolio II (Loan No. 3) Terrorism insurance premiums
are capped at $30,000, $35,000, $45,000, $50,000, $60,000,
$75,000 per year respectively, for Park at Woodinville, Fair
Oaks, Azalea Springs, Southfield, Holland Park, Kensington
Business Center and Oakbrook Terrace.
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(41) The representation is true and accurate, except as follows:
Avion Business Center (Loan No. 13) Terrorism insurance
premiums are capped at $75,000 per year.
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(41) The representation is true and accurate, except as follows:
Centerpoint I (Loan No. 12) Terrorism insurance premiums are
capped at $200,000 per year.
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(41) The representation is true and accurate, except as follows:
Chartwell II (Loan No. 14) Terrorism insurance premiums are
capped at $90,625 per year, subject to annual escalations as
set forth in the Mortgage Loan documents.
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(41) The representation is true and accurate, except as follows:
Park Center (Loan No. 15) Terrorism insurance premiums are
capped at $100,000 per year, subject to annual escalations as
set forth in the Mortgage Loan documents.
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(41) The representation is true and accurate, except as follows:
HTA - Cloverleaf (Loan No. 23) Terrorism insurance premiums are
capped at an amount equal to 105% of the then current annual
premiums for the Mortgagor's "all-risk" and business income
insurance policies.
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(41) The representation is true and accurate, except as follows:
Maryland Corporate Center (Loan No. 33) Terrorism insurance
premiums are capped at $60,000 per year.
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(41) The representation is true and accurate, except as follows:
HTA - Santa Xxxxxxx (Loan No. 39) Terrorism insurance premiums
are capped at an amount equal to 105% of the then current
annual premiums for the Mortgagor's "all-risk" and business
income insurance policies.
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(41) The representation is true and accurate, except as follows:
Chase Financial Tower (Loan No. 56) Terrorism insurance
premiums are capped at $25,000 per year.
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(41) The representation is true and accurate, except as follows:
Horsham Point (Loan No. 57) Terrorism insurance premiums may
contain an exclusion from coverage when the Mortgaged Property
is insured for terrorism and similar acts of sabotage under
Kimco Realty Corporation's existing stand-alone terrorism
blanket or replacement policy in an amount not less than
$100,000.
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(41) The representation is true and accurate, except as follows:
HTA - North Xxxx Village (Loan No. 101) Terrorism insurance
premiums are capped at an amount equal to 105% of the then
current annual premiums for the Mortgagor's "all-risk" and
business income insurance policies.
--------------------------------------------------------------------------------
(41) The representation is true and accurate, except as follows:
HTA - Hoosier Estates (Loan No. 109) Terrorism insurance
premiums are capped at an amount equal to 105% of the then
current annual premiums for the Mortgagor's "all-risk" and
business income insurance policies.
--------------------------------------------------------------------------------
(41) The representation is true and accurate, except as follows:
HTA - Holiday Estates (Loan No. 113) Terrorism insurance
premiums are capped at an amount equal to 105% of the then
current annual premiums for the Mortgagor's "all-risk" and
business income insurance policies.
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(41) The representation is true and accurate, except as follows:
HTA - Shenandoah Estate (Loan No. 113) Terrorism insurance
premiums are capped at an amount equal to 105% of the then
current annual premiums for the Mortgagor's "all-risk" and
business income insurance policies.
--------------------------------------------------------------------------------
(41) The representation is true and accurate, except as follows:
HTA - Beacon Hill Colony (Loan No. 128) Terrorism insurance
premiums are capped at an amount equal to 105% of the then
current annual premiums for the Mortgagor's "all-risk" and
business income insurance policies.
--------------------------------------------------------------------------------
(41) The representation is true and accurate, except as follows:
HTA - Skyway (Loan No. 151) Terrorism insurance premiums are
capped at an amount equal to 105% of the then current annual
premiums for the Mortgagor's "all-risk" and business income
insurance policies.
--------------------------------------------------------------------------------
(41) The representation is true and accurate, except as follows:
Holiday Inn Express (Loan No. 129) Terrorism insurance premiums
are capped at $20,000 per year.
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EXHIBIT D
FORM OF OFFICER'S CERTIFICATE
I, [______], a duly appointed, qualified and acting [______] of
[___________], a [________] [______] (the "Company"), hereby certify as follows:
1. I have examined the Mortgage Loan Purchase Agreement, dated as of March
16, 2006 (the "Agreement"), between the Company and X.X. Xxxxxx Xxxxx
Commercial Mortgage Securities Corp., and all of the representations and
warranties of the Company under the Agreement are true and correct in all
material respects on and as of the date hereof with the same force and
effect as if made on and as of the date hereof.
2. The Company has complied with all the covenants and satisfied all the
conditions on its part to be performed or satisfied under the Agreement on
or prior to the date hereof and no event has occurred which, with notice
or the passage of time or both, would constitute a default under the
Agreement.
3. I have examined the information regarding the Mortgage Loans in each Free
Writing Prospectus (as defined in the Indemnification Agreement), when
read in conjunction with the other Time of Sale Information (as defined in
the Indemnification Agreement), the Prospectus, dated February 17, 2006,
as supplemented by the Prospectus Supplement, dated March 3, 2006
(collectively, the "Prospectus"), relating to the offering of the Class
A-1, Class A-2, Class X-0X, Xxxxx X-0, Class A-SB, Class A-1A, Class A-M,
Class A-J, Class X-2, Class B, Class C and Class D Certificates, the
Private Placement Memorandum, dated March 3, 2006 (the "Privately Offered
Certificate Private Placement Memorandum"), relating to the offering of
the Class X-1, Class A-3A, Class E, Class F, Class G, Class H, Class J,
Class K, Class L, Class M, Class N, Class P and Class NR Certificates, and
the Residual Private Placement Memorandum, dated March 3, 2006 (together
with the Privately Offered Certificate Private Placement Memorandum, the
"Private Placement Memoranda"), relating to the offering of the Class R
and Class LR Certificates, and nothing has come to my attention that would
lead me to believe that any Free Writing Prospectus, including any
diskette attached thereto, when read in conjunction with the other Time of
Sale Information, as of the Time of Sale (as defined in the
Indemnification Agreement) or as of the date hereof, the Prospectus, as of
the date of the Prospectus Supplement or as of the date hereof, or the
Private Placement Memoranda, as of the date of the Private Placement
Memoranda or as of the date hereof, included or includes any untrue
statement of a material fact relating to the Mortgage Loans or in the case
of any Free Writing Prospectus, when read in conjunction with the other
Time of Sale Information, omitted or omits to state therein a material
fact necessary in order to make the statements therein relating to the
Mortgage Loans, in light of the circumstances under which they were made,
not misleading.
Capitalized terms used herein without definition have the meanings
given them in the Agreement.
IN WITNESS WHEREOF, I have signed my name this __ day of ______
2006.
By:_____________________________
Name:
Title:
