EXHIBIT 10.1
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP.,
PURCHASER,
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
SELLER
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of March 7, 2007
$2,224,015,731
Fixed Rate Mortgage Loans
Series 2007-CIBC18
This Mortgage Loan Purchase Agreement (this "Agreement"), dated as
of March 7, 2007, 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 7, 2007 (the "Pooling and Servicing Agreement"), among the
Purchaser, as depositor (the "Depositor"), Capmark Finance Inc., as master
servicer ("Master Servicer"), ARCap Servicing, Inc. ("ARCap"), as a special
servicer, LNR Partners, Inc., as a special servicer ("LNR" and, together with
ARCap, the "Special Servicers"), Midland Loan Services, Inc., as a primary
servicer and Xxxxx Fargo Bank, N.A., as trustee (in such capacity, the
"Trustee") and as paying agent (in such capacity, the "Paying Agent"), pursuant
to which the Purchaser will sell the Mortgage Loans (as defined herein) to a
trust fund and certificates representing ownership interests in the Mortgage
Loans will be issued by the trust fund. For purposes of this Agreement, the term
"Mortgage Loans" refers to the mortgage loans listed on Exhibit A and the term
"Mortgaged Properties" refers to the properties securing such Mortgage Loans.
The Purchaser and the Seller wish to prescribe the manner of sale of
the Mortgage Loans from the Seller to the Purchaser and in consideration of the
premises and the mutual agreements hereinafter set forth, agree as follows:
SECTION 1. Sale and Conveyance of Mortgages; Possession of Mortgage
File. Effective as of the Closing Date and upon receipt of the purchase price
set forth in the immediately succeeding paragraph, the Seller does hereby sell,
transfer, assign, set over and convey to the Purchaser, without recourse, all of
its right, title, and interest (subject to certain agreements regarding
servicing as provided in the Pooling and Servicing Agreement, subservicing
agreements permitted thereunder and that certain Servicing Rights Purchase 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
Class X-0, Xxxxx X-0, Class A-4, Class A-1A, Class X, Class A-M, Class A-MFL,
Class A-J, Class B, Class C and Class D Certificates (the "Offered
Certificates") to the underwriters specified in the underwriting agreement,
dated February 23, 2007 (the "Underwriting Agreement"), between the Depositor
and X.X. Xxxxxx Securities Inc. ("JPMSI") for itself and as representative of
CIBC World Markets Corp. ("CIBCWMC") and Credit Suisse Securities (USA) LLC
(together with JPMSI and CIBCWMC, the "Underwriters"), and the Depositor will
sell the Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class P and Class NR Certificates (the "Private Certificates") to
JPMSI, as the initial purchaser (together with the Underwriters, the "Dealers")
specified in the certificate purchase agreement, dated February 23, 2007 (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 $2,247,916,726.99 (which amount is inclusive of accrued
interest) in immediately available funds minus the costs set forth in Section 9
hereof. The purchase and sale of the Mortgage Loans shall take place on the
Closing Date.
SECTION 2. Books and Records; Certain Funds Received After the
Cut-off Date. From and after the sale of the Mortgage Loans to the Purchaser,
record title to each Mortgage and the related Mortgage Note shall be transferred
to the Trustee in accordance with this Agreement. Any funds due after the
Cut-off Date in connection with a Mortgage Loan received by the Seller shall be
held in trust for the benefit of the Trustee as the owner of such Mortgage Loan
and shall be transferred promptly to the Trustee. All scheduled payments of
principal and interest due on or before the Cut-off Date but collected after the
Cut-off Date, and recoveries of principal and interest collected on or before
the Cut-off Date (only in respect of principal and interest on the Mortgage
Loans due on or before the Cut-off Date and principal prepayments thereon),
shall belong to, and shall be promptly remitted to, the Seller.
The transfer of each Mortgage Loan shall be reflected on the
Seller's balance sheets and other financial statements as a sale of the Mortgage
Loans by the Seller to the Purchaser. The Seller intends to treat the transfer
of each Mortgage Loan to the Purchaser as a sale for tax purposes.
The transfer of each Mortgage Loan shall be reflected on the
Purchaser's balance sheets and other financial statements as the purchase of the
Mortgage Loans by the Purchaser from the Seller. The Purchaser intends to treat
the transfer of each Mortgage Loan from the Seller as a purchase for tax
purposes.
SECTION 3. Delivery of Mortgage Loan Documents; Additional Costs and
Expenses. (a) The Purchaser hereby directs the Seller, and the Seller hereby
agrees, upon the transfer of the Mortgage Loans contemplated herein, to deliver
on the Closing Date to the Trustee or a Custodian appointed thereby, all
documents, instruments and agreements required to be delivered by the Purchaser
to the Trustee with respect to the Mortgage Loans under Sections 2.01(b) and (c)
of the Pooling and Servicing Agreement, and meeting all the requirements of such
Sections 2.01(b) and (c), and such other documents, instruments and agreements
as the Purchaser or the Trustee shall reasonably request and which are in the
Seller's possession or under the Seller's control. In addition, the Seller
agrees to deliver or cause to be delivered to the Master Servicer, the Servicing
File for each Mortgage Loan transferred pursuant to this Agreement; provided
that the Seller shall not be required to deliver any draft documents, privileged
or internal communications or credit underwriting or due diligence analyses or
data.
(b) With respect to the transfer described in Section 1 hereof, if
the Mortgage Loan documents do not require the related Mortgagor to pay any
costs and expenses relating to any modifications to a related letter of credit
which modifications are required to effectuate such transfer (the "Transfer
Modification Costs"), then the Seller shall pay the Transfer Modification Costs
required to transfer the letter of credit to the Purchaser as described in such
Section 1; provided that if the Mortgage Loan documents require the related
Mortgagor to pay any Transfer Modification Costs, such Transfer Modification
Costs shall be an expense of the Mortgagor unless such Mortgagor fails to pay
such Transfer Modification Costs after the Master Servicer, consistent with its
obligations under the Pooling and Servicing Agreement, has exercised reasonable
efforts to collect such Transfer Modification Costs from such Mortgagor, in
which case the Master Servicer shall give the Seller notice of such failure and
the Seller shall pay such Transfer Modification Costs.
SECTION 4. Treatment as a Security Agreement. The Seller,
concurrently with the execution and delivery hereof, has conveyed to the
Purchaser, all of its right, title and interest in and to the Mortgage Loans.
The parties intend that such conveyance of the Seller's right, title and
interest in and to the Mortgage Loans pursuant to this Agreement shall
constitute a purchase and sale and not a loan. If such conveyance is deemed to
be a pledge and not a sale, then the parties also intend and agree that the
Seller shall be deemed to have granted, and in such event does hereby grant, to
the Purchaser, a first priority security interest in all of its right, title and
interest in, to and under the Mortgage Loans, all payments of principal or
interest on such Mortgage Loans due after the Cut-off Date, all other payments
made in respect of such Mortgage Loans after the Cut-off Date (except to the
extent such payments were due on or before the Cut-off Date) and all proceeds
thereof and that this Agreement shall constitute a security agreement under
applicable law. If such conveyance is deemed to be a pledge and not a sale, the
Seller consents to the Purchaser hypothecating and transferring such security
interest in favor of the Trustee and transferring the obligation secured thereby
to the Trustee.
SECTION 5. Covenants of the Seller. The Seller covenants with the
Purchaser as follows:
(a) it shall record or cause a third party to record in the
appropriate public recording office for real property the intermediate
assignments of the Mortgage Loans and the Assignments of Mortgage from the
Seller to the Trustee in connection with the Pooling and Servicing Agreement.
All recording fees relating to the initial recordation of such intermediate
assignments and Assignments of Mortgage shall be paid by the Seller;
(b) it shall take any action reasonably required by the Purchaser,
the Trustee or the Master Servicer, in order to assist and facilitate in the
transfer of the servicing of the Mortgage Loans to the Master Servicer,
including effectuating the transfer of any letters of credit with respect to any
Mortgage Loan to the Master Servicer on behalf of the Trustee for the benefit of
Certificateholders. Prior to the date that a letter of credit with respect to
any Mortgage Loan is transferred to the Master Servicer, the Seller will
cooperate with the reasonable requests of the Master Servicer or Special
Servicer, as applicable, in connection with effectuating a draw under such
letter of credit as required under the terms of the related Mortgage Loan
documents; and
(c) if, during such period of time after the first date of the
public offering of the Offered Certificates as in the opinion of counsel for the
Underwriters, a prospectus relating to the Offered Certificates is required by
applicable law to be delivered in connection with sales thereof by an
Underwriter or a dealer, any event shall occur as a result of which it is
necessary to amend or supplement the Prospectus Supplement, including Annex X-0,
X-0, X-0 and B thereto and the Diskette included therewith, with respect to any
information relating to the Mortgage Loans or the Seller, in order to make the
statements therein, in the light of the circumstances when the Prospectus
Supplement is delivered to a purchaser, not misleading, or if it is necessary to
amend or supplement the Prospectus Supplement, including Annex X-0, X-0, X-0 and
B thereto and the Diskette included therewith, with respect to any information
relating to the Mortgage Loans or the Seller, to comply with applicable law, the
Seller shall do all things necessary to assist the Depositor to prepare and
furnish, at the expense of the Seller (to the extent that such amendment or
supplement relates to the Seller, the Mortgage Loans listed on Exhibit A and/or
any information relating to the same, as provided by the Seller), to the
Underwriters such amendments or supplements to the Prospectus Supplement as may
be necessary, so that the statements in the Prospectus Supplement as so amended
or supplemented, including Annex X-0, X-0, X-0 and B thereto and the Diskette
included therewith, with respect to any information relating to the Mortgage
Loans or the Seller, will not, in the light of the circumstances when the
Prospectus is delivered to a purchaser, be misleading or so that the Prospectus
Supplement, including Annex X-0, X-0, X-0 and B thereto and the Diskette
included therewith, with respect to any information relating to the Mortgage
Loans or the Seller, will comply with applicable law. All terms used in this
clause (c) and not otherwise defined herein shall have the meaning set forth in
the Indemnification Agreement, dated as of February 23, 2007 between the
Purchaser and the Seller (the "Indemnification Agreement").
SECTION 6. Representations and Warranties.
(a) The Seller represents and warrants to the Purchaser as of the
Closing Date that:
(i) it is a national banking association duly organized,
validly existing, and in good standing under the laws of the United
States of America;
(ii) it has the power and authority to own its property and to
carry on its business as now conducted;
(iii) it has the power to execute, deliver and perform this
Agreement;
(iv) it is legally authorized to transact business in the
United States of America. The Seller is in compliance with the laws
of each state in which any Mortgaged Property is located to the
extent necessary so that a subsequent holder of the related Mortgage
Loan (including, without limitation, the Purchaser) that is in
compliance with the laws of such state would not be prohibited from
enforcing such Mortgage Loan solely by reason of any non-compliance
by the Seller;
(v) the execution, delivery and performance of this Agreement
by the Seller has been duly authorized by all requisite action by
the Seller's board of directors and will not violate or breach any
provision of its organizational documents;
(vi) this Agreement has been duly executed and delivered by
the Seller and constitutes a legal, valid and binding obligation of
the Seller, enforceable against it in accordance with its terms
(except as enforcement thereof may be limited by bankruptcy,
receivership, conservatorship, reorganization, insolvency,
moratorium or other laws affecting the enforcement of creditors'
rights generally and by general equitable principles regardless of
whether enforcement is considered in a proceeding in equity or at
law);
(vii) there are no legal or governmental proceedings pending
to which the Seller is a party or of which any property of the
Seller is the subject which, if determined adversely to the Seller,
would reasonably be expected to adversely affect (A) the transfer of
the Mortgage Loans and the Mortgage Loan documents, (B) the
execution and delivery by the Seller or enforceability against the
Seller of the Mortgage Loans or this Agreement, or (C) the
performance of the Seller's obligations hereunder;
(viii) it has no actual knowledge that any statement, report,
officer's certificate or other document prepared and furnished or to
be furnished by the Seller in connection with the transactions
contemplated hereby (including, without limitation, any financial
cash flow models and underwriting file abstracts furnished by the
Seller) contains any untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements
contained therein, in the light of the circumstances under which
they were made, not misleading;
(ix) it is not, nor with the giving of notice or lapse of time
or both would be, in violation of or in default under any indenture,
mortgage, deed of trust, loan agreement or other agreement or
instrument to which it is a party or by which it or any of its
properties is bound, except for violations and defaults which
individually and in the aggregate would not have a material adverse
effect on the transactions contemplated herein; the sale of the
Mortgage Loans and the performance by the Seller of all of its
obligations under this Agreement and the consummation by the Seller
of the transactions herein contemplated will not conflict with or
result in a breach of any of the terms or provisions of, or
constitute a default under, any material indenture, mortgage, deed
of trust, loan agreement or other agreement or instrument to which
the Seller is a party or by which the Seller is bound or to which
any of the property or assets of the Seller is subject, nor will any
such action result in any violation of the provisions of any
applicable law or statute or any order, rule or regulation of any
court or governmental agency or body having jurisdiction over the
Seller, or any of its properties, except for conflicts, breaches,
defaults and violations which individually and in the aggregate
would not have a material adverse effect on the transactions
contemplated herein; and no consent, approval, authorization, order,
license, registration or qualification of or with any such court or
governmental agency or body is required for the consummation by the
Seller of the transactions contemplated by this Agreement, other
than any consent, approval, authorization, order, license,
registration or qualification that has been obtained or made;
(x) it has either (A) not dealt with any Person (other than
the Purchaser or the Dealers) that may be entitled to any commission
or compensation in connection with the sale or purchase of the
Mortgage Loans or entering into this Agreement or (B) paid in full
any such commission or compensation;
(xi) it is solvent and the sale of the Mortgage Loans
hereunder will not cause it to become insolvent; and the sale of the
Mortgage Loans is not undertaken with the intent to hinder, delay or
defraud any of the Seller's creditors; and
(xii) for so long as the Trust is subject to the reporting
requirements of the Exchange Act, the Seller shall provide the
Purchaser (or with respect to any Companion Loan that is deposited
into an Other Securitization, the depositor in such Other
Securitization) and the Paying Agent with any Additional Form 10-D
Disclosure and any Additional Form 10-K Disclosure which the
Purchaser is required to provide with respect to the Seller in its
capacity as a "sponsor" pursuant to Exhibit Y and Exhibit Z of the
Pooling and Servicing Agreement within the time periods set forth in
the Pooling and Servicing Agreement.
(b) The Purchaser represents and warrants to the Seller as of the
Closing Date that:
(i) it is a corporation duly organized, validly existing, and
in good standing in the State of Delaware;
(ii) it is duly qualified as a foreign corporation in good
standing in all jurisdictions in which ownership or lease of its
property or the conduct of its business requires such qualification,
except where the failure to be so qualified would not have a
material adverse effect on the Purchaser, and the Purchaser is
conducting its business so as to comply in all material respects
with the applicable statutes, ordinances, rules and regulations of
each jurisdiction in which it is conducting business;
(iii) it has the power and authority to own its property and
to carry on its business as now conducted;
(iv) it has the power to execute, deliver and perform this
Agreement, and neither the execution and delivery by the Purchaser
of this Agreement, nor the consummation by the Purchaser of the
transactions herein contemplated, nor the compliance by the
Purchaser with the provisions hereof, will (A) conflict with or
result in a breach of, or constitute a default under, any of the
provisions of the certificate of incorporation or by-laws of the
Purchaser or any of the provisions of any law, governmental rule,
regulation, judgment, decree or order binding on the Purchaser or
any of its properties, or any indenture, mortgage, contract or other
instrument to which the Purchaser is a party or by which it is
bound, or (B) result in the creation or imposition of any lien,
charge or encumbrance upon any of the Purchaser's property pursuant
to the terms of any such indenture, mortgage, contract or other
instrument;
(v) this Agreement constitutes a legal, valid and binding
obligation of the Purchaser enforceable against it in accordance
with its terms (except as enforcement thereof may be limited by (a)
bankruptcy, receivership, conservatorship, reorganization,
insolvency, moratorium or other laws affecting the enforcement of
creditors' rights generally and (b) general equitable principles
(regardless of whether enforcement is considered in a proceeding in
equity or law));
(vi) there are no legal or governmental proceedings pending to
which the Purchaser is a party or of which any property of the
Purchaser is the subject which, if determined adversely to the
Purchaser, might interfere with or adversely affect the consummation
of the transactions contemplated herein and in the Pooling and
Servicing Agreement; to the best of the Purchaser's knowledge, no
such proceedings are threatened or contemplated by governmental
authorities or threatened by others;
(vii) it is not in default with respect to any order or decree
of any court or any order, regulation or demand of any federal,
state municipal or governmental agency, which default might have
consequences that would materially and adversely affect the
condition (financial or other) or operations of the Purchaser or its
properties or might have consequences that would materially and
adversely affect its performance hereunder;
(viii) it has not dealt with any broker, investment banker,
agent or other person, other than the Seller, the Dealers and their
respective affiliates, that may be entitled to any commission or
compensation in connection with the sale of the Mortgage Loans or
the consummation of any of the transactions contemplated hereby;
(ix) all consents, approvals, authorizations, orders or
filings of or with any court or governmental agency or body, if any,
required for the execution, delivery and performance of this
Agreement by the Purchaser have been obtained or made; and
(x) it has not intentionally violated any provisions of the
United States Secrecy Act, the United States Money Laundering
Control Act of 1986 or the United States International Money
Laundering Abatement and Anti-Terrorism Financing Act of 2001.
(c) The Seller further makes the representations and warranties as
to the Mortgage Loans set forth in Exhibit B as of the Closing Date (or as of
such other date specifically provided in the particular representation or
warranty), which representations and warranties are subject to the exceptions
thereto set forth in Exhibit C. Neither the delivery by the Seller of the
Mortgage Files, Servicing Files, or any other documents required to be delivered
under Section 2.01 of the Pooling and Servicing Agreement, nor the review
thereof or any other due diligence by the Trustee, Master Servicer, Special
Servicer, a Certificate Owner or any other Person shall relieve the Seller of
any liability or obligation with respect to any representation or warranty or
otherwise under this Agreement or constitute notice to any Person of a Breach or
Defect.
(d) Pursuant to this Agreement or Section 2.03(b) of the Pooling and
Servicing Agreement, the Seller and the Purchaser shall be given notice of any
Breach or Defect that materially and adversely affects the value of a Mortgage
Loan, the related Mortgaged Property or the interests of the Trustee or any
Certificateholder therein.
(e) Upon notice pursuant to Section 6(d) above, the Seller shall,
not later than 90 days from the earlier of the Seller's receipt of the notice
or, in the case of a Defect or Breach relating to a Mortgage Loan not being a
"qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, but
without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that
causes a defective mortgage loan to be treated as a qualified mortgage, the
Seller's discovery of such Breach or Defect (the "Initial Resolution Period"),
(i) cure such Defect or Breach, as the case may be, in all material respects,
(ii) repurchase the affected Mortgage Loan at the applicable Repurchase Price
(as defined below) or (iii) substitute a Qualified Substitute Mortgage Loan (as
defined below) for such affected Mortgage Loan (provided that in no event shall
any such substitution occur later than the second anniversary of the Closing
Date) and pay the Master Servicer for deposit into the Certificate Account, any
Substitution Shortfall Amount (as defined below) in connection therewith;
provided, however, that, if such Breach or Defect is capable of being cured but
not within the Initial Resolution Period, and the Seller has commenced and is
diligently proceeding with the cure of such Breach or Defect within the Initial
Resolution Period, the Seller shall have an additional 90 days commencing
immediately upon the expiration of the Initial Resolution Period (the "Extended
Resolution Period") to complete such cure (or, failing such cure, to repurchase
the related Mortgage Loan or substitute a Qualified Substitute Mortgage Loan as
described above); and provided, further, that with respect to the Extended
Resolution Period the Seller shall have delivered an officer's certificate to
the Trustee setting forth the reason such Breach or Defect is not capable of
being cured within the Initial Resolution Period and what actions the Seller is
pursuing in connection with the cure thereof and stating that the Seller
anticipates that such Breach or Defect will be cured within the Extended
Resolution Period. Notwithstanding the foregoing, any Defect or Breach which
causes any Mortgage Loan not to be a "qualified mortgage" (within the meaning of
Section 860G(a)(3) of the Code, without regard to the rule of Treasury
Regulations Section 1.860G-2(f)(2) which causes a defective mortgage loan to be
treated as a qualified mortgage) shall be deemed to materially and adversely
affect the interests of the holders of the Certificates therein, and such
Mortgage Loan shall be repurchased or a Qualified Substitute Mortgage Loan
substituted in lieu thereof without regard to the extended cure period described
in the preceding sentence. If the affected Mortgage Loan is to be repurchased,
the Seller shall remit the Repurchase Price (defined below) in immediately
available funds to the Trustee.
If any Breach pertains to a representation or warranty that the
related Mortgage Loan documents or any particular Mortgage Loan document
requires the related Mortgagor to bear the costs and expenses associated with
any particular action or matter under such Mortgage Loan document(s), then
Seller shall not be required to repurchase such Mortgage Loan and the sole
remedy with respect to any Breach of such representation shall be to cure such
Breach within the applicable cure period (as the same may be extended) by
reimbursing the Trust Fund (by wire transfer of immediately available funds) the
reasonable amount of any such costs and expenses incurred by the Master
Servicer, the Special Servicer, the Trustee or the Trust Fund that are the basis
of such Breach and have not been reimbursed by the related Mortgagor; provided,
however, that in the event any such costs and expenses exceed $10,000, the
Seller shall have the option to either repurchase or substitute for the related
Mortgage Loan as provided above or pay such costs and expenses. Except as
provided in the proviso to the immediately preceding sentence, the Seller shall
remit the amount of such costs and expenses and upon its making such remittance,
the Seller shall be deemed to have cured such Breach in all respects. To the
extent any fees or expenses that are the subject of a cure by the Seller are
subsequently obtained from the related Mortgagor, the portion of the cure
payment equal to such fees or expenses obtained from the Mortgagor shall be
returned to the Seller pursuant to Section 2.03(f) of the Pooling and Servicing
Agreement.
Any of the following will cause a document in the Mortgage File to
be deemed to have a Defect and to be conclusively presumed to materially and
adversely affect the interests of Certificateholders in a Mortgage Loan and to
be deemed to materially and adversely affect the interests of the
Certificateholders in and the value of a Mortgage Loan: (a) the absence from the
Mortgage File of the original signed Mortgage Note, unless the Mortgage File
contains a signed lost note affidavit and indemnity with a copy of the Mortgage
Note that appears to be regular on its face; (b) the absence from the Mortgage
File of the original signed Mortgage that appears to be regular on its face,
unless there is included in the Mortgage File a certified copy of the Mortgage
and a certificate stating that the original signed Mortgage was sent for
recordation; (c) the absence from the Mortgage File of the lender's title
insurance policy (or if the policy has not yet been issued, an original or copy
of a "marked up" written commitment or the pro forma or specimen title insurance
policy) called for by clause (ix) of the definition of "Mortgage File" in the
Pooling and Servicing Agreement; (d) the absence from the Mortgage File of any
required letter of credit; (e) with respect to any leasehold mortgage loan, the
absence from the related Mortgage File of a copy (or an original, if available)
of the related Ground Lease; or (f) the absence from the Mortgage File of any
intervening assignments required to create a complete chain of assignments to
the Trustee on behalf of the Trust, unless there is included in the Mortgage
File a certified copy of the intervening assignment and a certificate stating
that the original intervening assignments were sent for recordation; provided,
however, that no Defect (except a Defect previously described in clauses (a)
through (f) above) shall be considered to materially and adversely affect the
value of the related Mortgage Loan, the related Mortgaged Property or the
interests of the Trustee or Certificateholders unless the document with respect
to which the Defect exists is required in connection with an imminent
enforcement of the Mortgagee's rights or remedies under the related Mortgage
Loan, defending any claim asserted by any borrower or third party with respect
to the Mortgage Loan, establishing the validity or priority of any lien on any
collateral securing the Mortgage Loan or for any immediate significant servicing
obligation. Notwithstanding the foregoing, the delivery of executed escrow
instructions or a commitment to issue a lender's title insurance policy, as
provided in clause (ix) of the definition of "Mortgage File" in the Pooling and
Servicing Agreement, in lieu of the delivery of the actual policy of lender's
title insurance, shall not be considered a Defect or Breach with respect to any
Mortgage File if such actual policy is delivered to the Trustee or a Custodian
on its behalf within 18 months from the Closing Date.
If (i) any Mortgage Loan is required to be repurchased or
substituted for in the manner described in the first paragraph of this Section
6(e), (ii) such Mortgage Loan is a Crossed Loan, and (iii) the applicable Defect
or Breach does not constitute a Defect or Breach, as the case may be, as to any
other Crossed Loan in such Crossed Group (without regard to this paragraph),
then the applicable Defect or Breach, as the case may be, will be deemed to
constitute a Defect or Breach, as the case may be, as to each other Crossed Loan
in the Crossed Group for purposes of this paragraph, and the Seller will be
required to repurchase or substitute for all of the remaining Crossed Loans in
the related Crossed Group as provided in the first paragraph of this Section
6(e) unless such other Crossed Loans in such Crossed Group satisfy the Crossed
Loan Repurchase Criteria and satisfy all other criteria for substitution and
repurchase of Mortgage Loans set forth herein. In the event that the remaining
Crossed Loans satisfy the aforementioned criteria, the Seller may elect either
to repurchase or substitute for only the affected Crossed Loan as to which the
related Breach or Defect exists or to repurchase or substitute for all of the
Crossed Loans in the related Crossed Group. The Seller shall be responsible for
the cost of any Appraisal required to be obtained to determine if the Crossed
Loan Repurchase Criteria have been satisfied, so long as the scope and cost of
such Appraisal has been approved by the Seller (such approval not to be
unreasonably withheld).
To the extent that the Seller is required to repurchase or
substitute for a Crossed Loan hereunder in the manner prescribed above while the
Trustee continues to hold any other Crossed Loans in such Crossed Group, neither
the Seller nor the Purchaser shall enforce any remedies against the other's
Primary Collateral, but each is permitted to exercise remedies against the
Primary Collateral securing its respective Crossed Loans, including with respect
to the Trustee, the Primary Collateral securing Crossed Loans still held by the
Trustee.
If the exercise of remedies by one party would materially impair the
ability of the other party to exercise its remedies with respect to the Primary
Collateral securing the Crossed Loans held by such party, then the Seller and
the Purchaser shall forbear from exercising such remedies until the Mortgage
Loan documents evidencing and securing the relevant Crossed Loans can be
modified in a manner that complies with this Agreement to remove the threat of
material impairment as a result of the exercise of remedies or some other
accommodation can be reached. Any reserve or other cash collateral or letters of
credit securing the Crossed Loans shall be allocated between such Crossed Loans
in accordance with the Mortgage Loan documents, or otherwise on a pro rata basis
based upon their outstanding Stated Principal Balances. Notwithstanding the
foregoing, if a Crossed Loan included in the Trust Fund is modified to terminate
the related cross-collateralization and/or cross-default provisions, as a
condition to such modification, the Seller shall furnish to the Trustee an
Opinion of Counsel that any modification shall not cause an Adverse REMIC Event.
Any expenses incurred by the Purchaser in connection with such modification or
accommodation (including but not limited to recoverable attorney fees) shall be
paid by the Seller.
The "Repurchase Price" with respect to any Mortgage Loan or REO Loan
to be repurchased pursuant to this Agreement and Section 2.03 of the Pooling and
Servicing Agreement, shall have the meaning given to the term "Purchase Price"
in the Pooling and Servicing Agreement.
A "Qualified Substitute Mortgage Loan" with respect to any Mortgage
Loan or REO Loan to be substituted pursuant to this Agreement and Section 2.03
of the Pooling and Servicing Agreement, shall have the meaning given to such
term in the Pooling and Servicing Agreement.
A "Substitution Shortfall Amount" with respect to any Mortgage Loan
or REO Loan to be substituted pursuant to this Agreement and Section 2.03 of the
Pooling and Servicing Agreement, shall have the meaning given to such term in
the Pooling and Servicing Agreement.
In connection with any repurchase or substitution of one or more
Mortgage Loans contemplated hereby, (i) the Purchaser shall execute and deliver,
or cause the execution and delivery of, such endorsements and assignments,
without recourse to the Trust, as shall be necessary to vest in the Seller the
legal and beneficial ownership of each repurchased Mortgage Loan or replaced
Mortgage Loan, as applicable, (ii) the Purchaser shall deliver, or cause the
delivery, to the Seller of all portions of the Mortgage File and other documents
pertaining to such Mortgage Loan possessed by the Trustee, or on the Trustee's
behalf, and (iii) the Purchaser shall release, or cause to be released, to the
Seller any escrow payments and reserve funds held by the Trustee, or on the
Trustee's behalf, in respect of such repurchased or replaced Mortgage Loans.
(f) The representations and warranties of the parties hereto shall
survive the execution and delivery and any termination of this Agreement and
shall inure to the benefit of the respective parties, notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes or Assignment of
Mortgage or the examination of the Mortgage Files.
(g) Each party hereby agrees to promptly notify the other party of
any breach of a representation or warranty contained in this Section 6. The
Seller's obligation to cure any Breach or Defect or repurchase or substitute any
affected Mortgage Loan pursuant to Section 6(e) shall constitute the sole remedy
available to the Purchaser in connection with a Breach or Defect. It is
acknowledged and agreed that the representations and warranties are being made
for risk allocation purposes; provided, however, that no limitation of remedy is
implied with respect to the Seller's breach of its obligation to cure,
repurchase or substitute in accordance with the terms and conditions of this
Agreement.
SECTION 7. Conditions to Closing. The obligations of the Purchaser
to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior
to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed
by it at or prior to the Closing Date pursuant to the terms of this Agreement
shall have been duly performed and complied with and all of the representations
and warranties of the Seller under this Agreement shall be true and correct in
all material respects as of the Closing Date, and no event shall have occurred
as of the Closing Date which, with notice or passage of time, would constitute a
default under this Agreement, and the Purchaser shall have received a
certificate to the foregoing effect signed by an authorized officer of the
Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional
closing documents:
(i) copies of the Seller's articles of association and
by-laws, certified as of a recent date by the Assistant Secretary of
the Seller;
(ii) a copy of a certificate of good standing of the Seller
issued by the Comptroller of the Currency dated not earlier than
sixty days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and
substance satisfactory to the Purchaser and its counsel,
substantially to the effect that:
(A) the Seller is a national banking association duly
organized, validly existing and in good standing under the
laws of the United States;
(B) the Seller has the power to conduct its business as
now conducted and to incur and perform its obligations under
this Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to
authorize the execution, delivery and performance of this
Agreement and the Indemnification Agreement by the Seller and
this Agreement is a legal, valid and binding agreement of the
Seller enforceable against the Seller, whether such
enforcement is sought in a procedure at law or in equity,
except to the extent such enforcement may be limited by
bankruptcy or other similar creditors' laws or principles of
equity and public policy considerations underlying the
securities laws, to the extent that such public policy
considerations limit the enforceability of the provisions of
the Agreement which purport to provide indemnification with
respect to securities law violations;
(D) the Seller's execution and delivery of, and the
Seller's performance of its obligations under, each of this
Agreement and the Indemnification Agreement do not and will
not conflict with the Seller's charter or by-laws or conflict
with or result in the breach of any of the terms or provisions
of, or constitute a default under, any indenture, mortgage,
deed of trust, loan agreement or other material agreement or
instrument to which the Seller is a party or by which the
Seller is bound, or to which any of the property or assets of
the Seller is subject or violate any provisions of law or
conflict with or result in the breach of any order of any
court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation
pending before any court, arbitrator, mediator or
administrative body, or to such counsel's actual knowledge,
threatened, against the Seller which (i) questions, directly
or indirectly, the validity or enforceability of this
Agreement or the Indemnification Agreement or (ii) would, if
decided adversely to the Seller, either individually or in the
aggregate, reasonably be expected to have a material adverse
effect on the ability of the Seller to perform its obligations
under this Agreement or the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license,
registration or qualification of or with any federal court or
governmental agency or body is required for the consummation
by the Seller of the transactions contemplated by this
Agreement and the Indemnification Agreement, except such
consents, approvals, authorizations, orders, licenses,
registrations or qualifications as have been obtained; and
(iv) a letter from counsel of the Seller to the effect that
nothing has come to such counsel's attention that would lead such
counsel to believe that the Prospectus Supplement as of the date
thereof or as of the Closing Date contains, with respect to the
Seller or the Mortgage Loans, any untrue statement of a material
fact or omits to state a material fact necessary in order to make
the statements therein relating to the Seller or the Mortgage Loans,
in the light of the circumstances under which they were made, not
misleading.
(c) The Offered Certificates shall have been concurrently issued and
sold pursuant to the terms of the Underwriting Agreement. The Private
Certificates shall have been concurrently issued and sold pursuant to the terms
of the Certificate Purchase Agreement.
(d) The Seller shall have executed and delivered concurrently
herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other
certificates of its officers or others and such other documents and opinions to
evidence fulfillment of the conditions set forth in this Agreement as the
Purchaser and its counsel may reasonably request.
SECTION 8. Closing. The closing for the purchase and sale of the
Mortgage Loans shall take place at the office of Cadwalader, Xxxxxxxxxx & Xxxx
LLP, New York, New York, at 10:00 a.m., on the Closing Date or such other place
and time as the parties shall agree. The parties hereto agree that time is of
the essence with respect to this Agreement.
SECTION 9. Expenses. The Seller will pay its pro rata share (the
Seller's pro rata share to be determined according to the percentage that the
aggregate principal balance as of the Cut-off Date of all the Mortgage Loans
represents in proportion to the aggregate principal balance as of the Cut-off
Date of all the mortgage loans to be included in the Trust Fund) of all costs
and expenses of the Purchaser in connection with the transactions contemplated
herein, including, but not limited to: (i) the costs and expenses of the
Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs
and expenses of reproducing and delivering the Pooling and Servicing Agreement
and this Agreement and printing (or otherwise reproducing,) and delivering the
Certificates; (iii) the reasonable and documented fees, costs and expenses of
the Trustee and its counsel incurred in connection with the Trustee entering
into the Pooling and Servicing Agreement; (iv) the fees and disbursements of a
firm of certified public accountants selected by the Purchaser and the Seller
with respect to numerical information in respect of the Mortgage Loans and the
Certificates included in the Prospectus, any Free Writing Prospectus (as defined
in the Indemnification Agreement), the Memoranda (as defined in the
Indemnification Agreement) and any related 8-K Information (as defined in the
Underwriting Agreement), or items similar to the 8-K Information, including the
cost of obtaining any "comfort letters" with respect to such items; (v) the
costs and expenses in connection with the qualification or exemption of the
Certificates under state securities or blue sky laws, including filing fees and
reasonable fees and disbursements of counsel in connection therewith; (vi) the
costs and expenses in connection with any determination of the eligibility of
the Certificates for investment by institutional investors in any jurisdiction
and the preparation of any legal investment survey, including reasonable fees
and disbursements of counsel in connection therewith; (vii) the costs and
expenses in connection with printing (or otherwise reproducing) and delivering
the Registration Statement, the Prospectus, the Memoranda and any Free Writing
Prospectus, and the reproduction and delivery of this Agreement and the
furnishing to the Underwriters of such copies of the Registration Statement, the
Prospectus, the Memoranda, any Free Writing Prospectus and this Agreement as the
Underwriters may reasonably request; (viii) the fees of the rating agency or
agencies requested to rate the Certificates and (ix) the reasonable fees and
expenses of Xxxxxxx Xxxxxxxx & Wood, LLP, counsel to the Underwriters and
Cadwalader, Xxxxxxxxxx & Xxxx LLP, counsel to the Depositor.
SECTION 10. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement. Furthermore, the
parties shall in good faith endeavor to replace any provision held to be invalid
or unenforceable with a valid and enforceable provision which most closely
resembles, and which has the same economic effect as, the provision held to be
invalid or unenforceable.
SECTION 11. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York without regard to conflicts of
law principles and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
SECTION 12. No Third-Party Beneficiaries. The parties do not intend
the benefits of this Agreement to inure to any third party except as expressly
set forth in Section 13.
SECTION 13. Assignment. The Seller hereby acknowledges that the
Purchaser has, concurrently with the execution hereof, executed and delivered
the Pooling and Servicing Agreement and that, in connection therewith, it has
assigned its rights hereunder to the Trustee for the benefit of the
Certificateholders to the extent set forth in the Pooling and Servicing
Agreement. The Seller hereby acknowledges its obligations, including that of
expense reimbursement, pursuant to Sections 2.01, 2.02 and 2.03 of the Pooling
and Servicing Agreement. This Agreement shall bind and inure to the benefit of,
and be enforceable by, the Seller, the Purchaser and their permitted successors
and permitted assigns. The warranties and representations and the agreements
made by the Seller herein shall survive delivery of the Mortgage Loans to the
Trustee until the termination of the Pooling and Servicing Agreement.
SECTION 14. Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given upon
receipt by the intended recipient if personally delivered at or couriered, sent
by facsimile transmission or mailed by first class or registered mail, postage
prepaid, to (i) in the case of the Purchaser, X.X. Xxxxxx Chase Commercial
Mortgage Securities Corp., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Xxxxxx Xxxxx, Vice President, telecopy number (000) 000-0000, (ii) in the case
of the Seller, JPMorgan Chase Bank, National Association, 000 Xxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxxx, Vice President,
telecopy number (000) 000-0000 and (iii) in the case of any of the preceding
parties, such other address as may hereafter be furnished to the other party in
writing by such parties.
SECTION 15. Amendment. This Agreement may be amended only by a
written instrument which specifically refers to this Agreement and is executed
by the Purchaser and the Seller; provided, however, that unless such amendment
is to cure an ambiguity, mistake or inconsistency in this Agreement, no
amendment shall be permitted unless each Rating Agency has delivered a written
confirmation that such amendment will not result in a downgrade, withdrawal or
qualification of the then current ratings of the Certificates and the cost of
obtaining any Rating Agency confirmation shall be borne by the party requesting
such amendment. This Agreement shall not be deemed to be amended orally or by
virtue of any continuing custom or practice. No amendment to the Pooling and
Servicing Agreement which relates to defined terms contained therein or any
obligations of the Seller whatsoever shall be effective against the Seller
unless the Seller shall have agreed to such amendment in writing.
SECTION 16. Counterparts. This Agreement may be executed in any
number of counterparts, and by the parties hereto in separate counterparts, each
of which when executed and delivered shall be deemed to be an original and all
of which taken together shall constitute one and the same instrument.
SECTION 17. Exercise of Rights. No failure or delay on the part of
any party to exercise any right, power or privilege under this Agreement and no
course of dealing between the Seller and the Purchaser shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or
privilege under this Agreement preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. Except as set forth in
Section 6 herein, the rights and remedies herein expressly provided are
cumulative and not exclusive of any rights or remedies which any party would
otherwise have pursuant to law or equity. No notice to or demand on any party in
any case shall entitle such party to any other or further notice or demand in
similar or other circumstances, or constitute a waiver of the right of either
party to any other or further action in any circumstances without notice or
demand.
SECTION 18. No Partnership. Nothing herein contained shall be deemed
or construed to create a partnership or joint venture between the parties
hereto. Nothing herein contained shall be deemed or construed as creating an
agency relationship between the Purchaser and the Seller and neither party shall
take any action which could reasonably lead a third party to assume that it has
the authority to bind the other party or make commitments on such party's
behalf.
SECTION 19. Miscellaneous. This Agreement supersedes all prior
agreements and understandings relating to the subject matter hereof. Neither
this Agreement nor any term hereof may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against whom enforcement of the change, waiver, discharge or termination is
sought.
* * * * * *
IN WITNESS WHEREOF, the Purchaser and the Seller have caused
their names to be signed hereto by their respective officers thereunto duly
authorized as of the day and year first above written.
X.X. XXXXXX CHASE COMMERCIAL MORTGAGE
SECURITIES CORP.
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
EXHIBIT A
MORTGAGE LOAN SCHEDULE
JPMCC 2007-CIBC18
Mortgage Loan Schedule (JPMCB)
Loan # Mortgagor Name Property Address City
------- ----------------------------------------------- ------------------------------------------------ -------------------
1 000 Xxxxx Xxxxxxxx, LLC 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx
Centro Heritage SPE 4 LLC, Centro Heritage Park
Shore SC LLC, Centro Heritage Naples SC LLC,
Centro Heritage UC Greenville LLC, Centro
Heritage Capitol SC LLC, Centro Heritage
Roanoke Plaza LLC, Centro Xxxxxxx Manchester I
LLC, Centro Xxxxxxx Manchester II LLC, Centro
Xxxxxxx Manchester III LLC, Centro Xxxxxxx
Xxxxxx Street LLC, Centro Xxxxxxx Xxxx Meadow
LLC, Centro St. Xxxxxxx Plaza LLC, Heritage
2 Warminster SPE LLC Various Various
2.01 000-000 Xxxxx Xxxx Xxxxxx Xxxxxxxxxx
2.02 000 Xxxx Xxxxxx Xxxx Xxxxxxxxxx
2.03 000 Xxxxx Xxxxxxx Xxxx Xxxxxxxxxx
2.04 0000-0000 Xxxxxxxxx-Xxxxxxxx Xxxx Charlotte
2.05 0000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxxx
2.06 0000-0000 Xxxxxxx Xxxxx North Naples
2.07 19-29 and 00 Xxxxxxxxx Xxxxx Xxxxxxxxxx
2.08 0000 0xx Xxxxxx Xxxxx Xxxxxx
2.09 0000 Xxxxxxxxx Xxxxxxx Xxxx Xxxxxxxxx
Station
2.1 0000-0000 Xxxx Xxxxx Xxxxxx Mundelein
2.11 0000-0000 Xxx Xxxxxxx Xxxx Xxxxxxxxx
2.12 00 Xxxxxx Xxxxxx Xxxxxxx
2.13 0000 Xxxxxxxx Xxxxxx Portland
2.14 110, 120 and 000 Xxxxxx Xxxxxx Manchester
2.15 000 Xxxxxxxx Xxxxx Xxxxx Xxxxxxxxxx
2.16 0000-0000 Xxxxx Xxxxx Xxxxxxx Xxxxx Santa Fe
3 Quantico Buildings, LLC Various Various
3.01 0000 Xxxxxxxxxx Xxxxxxxxx Chantilly
3.02 00000 Xxxxx Xxxxx Xxxxxxxx
3.03 00000 Xxxxx Xxxxx Xxxxxxxx
3.04 00000 Xxxxx Xxxx Xxxxx Xxxxxxxx
3.05 00000 Xxxxx Xxxxx Xxxxxxxx
3.06 00000 Xxxxx Xxxxx Xxxxxxxx
3.07 00000 Xxxxx Xxxxx Xxxxxxxx
3.08 00000 Xxxxx Xxxxx Xxxxxxxx
3.09 00000 Xxxxx Xxxxx Xxxxxxxx
3.1 00000 Xxxxx Xxxx Xxxxx Xxxxxxxx
3.11 00000 Xxxxx Xxxxx Xxxxxxxx
3.12 00000 Xxxxx Xxxx Xxxxx Xxxxxxxx
3.13 000 Xxxxxxxxx Xxxxx Xxxxxxxx
3.14 000 Xxxxxxxxx Xxxxx Xxxxxxxx
8 Transwestern Presidential Tower, L.L.C. 0000 Xxxxxxxxx Xxxxx Xxxxxxx Xxxxxxxxx
ART Mortgage Borrower Propco 2006-2 L.P., Art
10 Mortgage Borrower Opco 2006-2 L.P. Various Various
10.01 755 East 0000 Xxxxx Xxxxxx Xxxxxxxxxx
10.02 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxxxxx
10.03 000 Xxxx Xxxxxxx Xxxxxx Xxxxxxx
10.04 000 Xxxxx Xxxxxxx Xxxx Xxxxxxxxx
10.05 00000 Xxxxxxxxx Xxxxx Xxxxxx Amarillo
10.06 000 Xxxxxxx Xxxxx Xxxxxxxxxxx
10.07 0000 Xxxxx Xxxxxxx Xxxx Xxxx Xxxxxxx
10.08 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxxxxxx
10.09 000 Xxxxxxx Xxxx Xxxxxxxx
10.1 0000 Xxxxxxxx Xxxxxxx Xxxxxxx
10.11 0000 Xxxxxxx Xxxx Xxxxxxx
10.12 000 Xxxxx Xxxxxx Xxxxxxx
10.13 000 Xxxxxx Xxxx Xxxxx Xxxxx
10.14 0000 Xxxxxxxxx Xxxxxx Xxxxxxxx
10.15 0000 Xxxxx Xxxx Xxxxxx Xxxxxxx
10.16 0000 Xxxxxxx Xxxxxxxxx Xxxx Xxxxx
10.17 0000 XX Xxxxxxx 00 Xxxxxx
10.18 000 Xxxxxx Xxxxxx Xxxxxx
10.19 0000 Xxxxx Xxxxxx Xxxxxxxxxx
10.2 0000 Xxxx Xxxx Xxxxxx Xxxxx Walla
11.99 Various Various Pittsburgh
0000 Xxxx Xxxxxx Xxxxxx Associates, L.P., 0000
Xxxx Xxxxxx Xxxxxx Associates, L.P., 2800 Block
11 Associates, L.P. Various Pittsburgh
11.01 0000 Xxxx Xxxxxx Xxxxxx Xxxxxxxxxx
11.02 0000 Xxxx Xxxxxx Xxxxxx Xxxxxxxxxx
11.03 0000 Xxxx Xxxxxx Xxxxxx Xxxxxxxxxx
12 Xxxxxx South Side Works, Ltd. 2 Hot Metal Street Pittsburgh
Cabot II-IL1M07, LLC, Cabot II-IL1M08, LLC,
Cabot II-IL1W01, LLC, Cabot II-IL1M09, LLC,
Cabot II-IL1B01, LLC, Cabot II-TN1M03, LLC,
Cabot II-TN1W07, LLC, Cabot II-TN1M02 & W01,
LLC, Cabot II-TX1W05, LP, Cabot II-TX2W01 &
TX2W04, LP, Xxxxx XX-XX0X00, XX, Xxxxx
XX-XX0X00, LLC, Cabot II-GA1B02, M03 & W06-W07,
LLC, Cabot II-GA1W08, LLC, Cabot II-OH1W02-W05,
LLC, Cabot II-FL1W01-W02 & M02, LLC, Cabot
14 II-NC1W02, LLC Various Various
14.01 0000 Xxxxxxxx Xxxxx Xxxxxxxxx Xxxxxxxx
0000 & 0000 Xxxxxxxx Xxxxxxx / 0000 Xxxxxxxxx
14.02 Parkway Morrow
14.03 0000-0000 Xxxxx Xxxxxx Xxxxxxx Xxxxx Xxxxxxx
14.04 0000 Xxxxxxxx Xxxxxxxxx Hebron
14.05 0000 Xxxx Xxxxxx Xxxx Xxxx Xxxxxxx
14.06 0000 Xxxx Xxxxxxxx Xxxxx Addison
14.07 0000 Xxxx Xxxxxx Xxxx Xxxxxxx
14.08 000-000 Xxxx Xxxxxxx Xxxxxx Xxxx Xxxxxxxxxxx
14.09 0000 Xxxxxx Xxxxx Xxxxxxx Norcross
14.1 0000-0000 Xxxx Xxxxx Xxxxxx Elk Grove Village
14.11 0000 Xxxxxxxxx Xxxx Xxxxxxxxxx
14.12 4515 and 0000 Xxx Xxxxx Xxxxxx Memphis
14.13 0000 Xxxxx Xxxxxxxxxx Xxxx Xxxxxxx
0000-0000 Savoy Lane, 000 Xxxx Xxxx Xxxxxxxxx,
14.14 0000-0000 Xxxxx Xxxx Xxxx Various
14.15 000 Xxxxxxxx Xxxxx Xxxxx Xxxxxxxx
14.16 000 Xxxx 00xx Xxxxxx Xxxxxxxxx
00 Xxxxxxxxxx Xx. Realty Investors, LLC 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxx City
17 Behringer Harvard 000 Xxxxxxxx Xxxxxx, LP 000 Xxxxxxxx Xxxxxx Xxxxxxxxx
19 Conroe Marketplace S.C., L.P. 0000 Xxxxxxxxxx Xxxxxxx 45 Conroe
22 CK City Walk Owner, LLC 000 Xxxxx Xxxxxxx Xxxxx, Xxxxxxxxx Xxxxx Xxxxxxx
23 PK I Sunset Esplanade LLC 0000 XX Xxxxxxxx Xxxxxx Xxxxxxx Xxxxxxxxx
24 Xxxxxx Valley Plaza, Ltd., L.P. 23583-23965 Sunnymead Boulevard Xxxxxx Valley
30 XX XX Xxxxx Hacienda Plaza LP 17110 Colima Road Xxxxxxxx Xxxxxxx
00 XX X Xxxxx Xxxxxx Xxxxx XX 0000-0000 Xxxxxx Xxxx Carlsbad
00 Xxxxxxxx Xxxx Xxxxxx, LLC Western Avenue at Northgate Lane Lake Forest
34 PK I Granary Square LP 00000 XxXxxx Xxxxxxx Santa Clarita
36 XX XX Century Center LP 0000 Xxxx Xxxxxxxxxx Xxxxxx Modesto
37 Westgrove Xxxxx LLC 0000 Xxxxxxxxxx Xxxxx Waukesha
40 XX XX Country Gables SC LP 6811 - 0000 Xxxxxxx Xxxxxxxxx Xxxxxxx Xxx
41 UnaSource Health, LLC 0000 Xxxxxxxxxx Xxxxx Xxxx
43 55 Xxxxx, XX 00 Xxxxx Xxxxx Xxxxxxx
00 M.O.R. AYLESBURY, INC. 00 Xxxx Xxxxxxxxx Xxxx Xxxxxxxx
00 Xxxxx Housing Associates Xxxxxx Xxxxxx Xx Xxx
00 XXX Xxxx Company North, LLC 00000 00xx Xxxxxx Allendale
47 745 64th Realty Associates, LLC 000 00xx Xxxxxx Xxxxxxxx
48 Xxxxxx Brickyard Hotel, L.L.C. 00 Xxxxxxxxx Xxxxx Xxxxxxxxxxx
49 XX XX Green Valley Town & Country LLC 0000 Xxxx Xxxxxx Xxxx Xxxxxxxxx
00 XX River Pointe, L.P 0000 Xxxxx Xxxxxx Xxxxx Xxxxxx
51 CFO2 Palm Beach, L.P. 0000 XXX Xxxxxxxxx Xxxx Xxxxx Xxxxxxx
53 XX XX Dublin Retail Center LP 0000-0000 Xxxxxx Xxxxxxxxx Xxxxxx
00 XX Net Lease Co-Investment Program 13, LLC 00000 Xxxxxxx Xxxxx Xxxxxxx Hagerstown
57 Continental 0000 Xxxx Xxxxx Corporation 0000/0000 Xxxx Xxxxx Xx Xxxxxxx
58 PK III Tacoma Central LLC 0000-0000 Xxxxx 00xx Xxxxxx Tacoma
61 Carmel Hotel Venture, Ltd 0000 Xxx Xxxx Carmel
62 BRC Majestic Apartments, LLC 0000 Xxxxxx Xxx High Point
64 University Village Raleigh, LLC 0000 Xxxxxxx Xxxx Xxxxxxxxx Xxxxxxx
65 Cypresswood Associates, LLC Interstate 45 and Cypresswood Drive Spring
Louisiana Industriplex LLC, 2040 Toledo Road
LLC, Indiana Circle LLC, Riverside Industrial
66 LLC, 842 Virginia Run, LLC Various Various
66.01 000 Xxxxxxxx Xxx Xxxx Xxxxxxx
66.02 00000 Xxxxxxxxxxxx Xxxxxxxxx Xxxxx Xxxxx
66.03 0000 Xxxxxx Xxxx Elkhart
66.04 00 Xxxxxxxxxx Xxxx Xxxxx Xxxxxx Xxxxx
00 XX XXX Fairmont SC LP 000 Xxxxxx Xxxxxxxxx Pacifica
69 Louisville United Building A, LLC 6001 Global Distribution Way Louisville
73 Sweetwell Industrial Associates L.P. 00000 Xxxxx XxXxxxxx Xxxxx Xxxxx
Direct Invest - 116 Defense Highway, L.L.C.,
Direct Invest - 116 Defense Highway 1, L.L.C.,
Direct Invest - 116 Defense Highway 2, L.L.C.,
Direct Invest - 116 Defense Highway 3, L.L.C.,
Direct Invest - 116 Defense Highway 4, L.L.C.,
Direct Invest - 116 Defense Highway 5, L.L.C.,
Direct Invest - 116 Defense Highway 6, L.L.C.,
Direct Invest - 116 Defense Highway 7, L.L.C.,
Direct Invest - 116 Defense Highway 8, L.L.C.,
Direct Invest - 116 Defense Highway 9, L.L.C.,
Direct Invest - 116 Defense Highway 10, L.L.C.,
Direct Invest - 116 Defense Highway 11, L.L.C.,
77 Direct Invest - 116 Defense Highway 13, L.L.C. 116 Defense Highway Annapolis
78 First Xxxxxx Capital LLC 000-000 Xxxx 00xx Xxxxxx Xxx Xxxx
79 PK I Canyon Ridge Plaza LLC 26015-26301 104th Avenue Southeast Kent
83 JAHCO Royal Xxxxxxxx, L.L.C. 0000 Xxxxxxxx Xxxxxx Xxxxxx
86 9915 Bryn Mawr, LLC 0000 Xxxx Xxxx Xxxx Xxxxxx Rosemont
89 Kiowa Village Center, L.L.C. 0000 Xxxxx Xxxxx Xxxx Xxxx
93 Henderson 27, LLC 0000 Xxxxx 00 Xxxxxxxx Xxxx
94 Milian REI VIII, LLC 0000 Xxxxxx Xxxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx
97 New Monmouth/35, L.L.C. 0000-0000 Xxxxx Xxxxx 00 Xxxxxxxxxx
00 Xxxxxxxx Xxxxxxxx Xxxx Associates, LLC 000 Xxxxxxxx Xxxx Xxxxxxxx
102 XX XX Creekside Center LP 20800 Mission Boulevard Hayward
4325-4333 West Tropicana & 4330-4340 South
000 Xxxxxxxxx Xxxxxxxx Xxxxxxx, LLC Valley View Boulevard Las Vegas
104 Xxxxxx Xxxxxxx, LLC 000 Xxxxxxx Xxxxxx Xxxxxx
20632-20662 000xx Xxxxxx Xxxxxxxxx and 10820
105 PK I Panther Lake LLC Southeast 208th Street Kent
109 Redondo Riviera Associates LLC 0000 Xxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxxx
110 Airport F.I., LLC 0000 Xxxxxx Xxxx Xxxxxxxxxxx
000 Xxxxx Xxxxx 303 Limited Partnership 000-000 Xxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxxx
112 Spring Xxxxx, LLC 00 Xxxxxxxxxx Xxxxx Xxxxxxxxxxxxxx
000 Interstate Vest, LLC 00 Xxxx Xxxxx Xxxxxxx Xxxxx Xxxx Xxxxx
115 Minnesota River Properties, LLC 00 Xxxxx Xxxxxx Xxxxx Xxxxxxx
000 X.X. Carthage Associates LLC 902-932 Emjay Way Carthage
118 Hi Vermont, Inc. 000 XX Xxxxx 0 Xxxxx Xxxxxxx
120 Xxxxxxxx F.I., LLC 0000 Xxxxxx Xxxx Xxxx Raleigh
121 D.C. West Carthage Associates LLC 000 Xxxxxxxx Xxxxx Xxxx Carthage
124 000 Xxxxx Xxxxxxx Investments LLC 000 Xxxxx Xxxxxxx Conroe
129 CLPF-MMIC VERO MOB, L.P. 0000 00xx Xxxx Vero Beach
131 Xxxxxxxxx Xxxx LLC 0000 Xxxxx Xx Xxxxxxx Xxxx Xxxxx Xx Xxxxxxx
000-000, 516, 517, 000 00xx Xxxxxx Xxxxx,
000-000 00xx Xxxxxx Xxxxx and 0000 0xx Xxxxxx
132 AHP LLC Xxxxx Xxxxxxxxxx
000 XXX - Xxxx Xxxx, X.X. 00000 Xxxxxxxxxx Xxxx and 0000 Xxxx Xxxxx Xxxxx Xxxxxxx
000 Xxxxx Xxxxx Xxxxxxx LLC 00000 Xxxxxxx Xxxx Xx. Xxxxx
000 Xxx Xxxx Xxxxxxx LLC 000 Xxxxx Xxxxxx Xxxxx
000 Xxxxx Xxxxxx Xxxxxxxxxx #0, LLC 0000 Xxxxxxxxxxx Xxxxx Xxxxxxx
000 R.C.S.S. Investment, Inc. 0000 Xxxxx Xxx Xxxxxxxxx
0000 & 4565 Xxxxxx and 151, 155, & 185 44th
142 PRD Commercial, LLC Xxxxxx Xxxxxxx
000 XX XX Xxxxxxxxx Xxxx & Country LP 1715 - 0000 Xxxxxxxxx Xxxxxxxxx Oceanside
145 Im Daas Torah LLC, Shem Tov LLC 0000 Xxxxx XxXxxxxxx Xxxxxxxxx Skokie
146 Xxxxxxx Equities II Limited Partnership 0000 Xxxxxxxxx Xxxxx York
149 Sealy Uptown, L.L.C. 0000-0000 Xxxx Xxxxxx Shreveport
000 Xxxxxxxxx Xxxx, X.X.X. 000 Xxxxx Xxxxxxx 00 Xxxxxx Xxxxxxxx
153 R & M Properties, LLC 0000 Xxxxxx Xxxx Xxxxxxxxxx
158 Xxxx Road, LLC 00000 Xxxx Xxx Xxxxxx Xxxxx
159 D.C. Gouverneur Associates LLC 0000 Xxxxx Xxxxxx Gouverneur
160 Kanter Goshen IND, LLC 1101 & 0000 Xxxxx Xxxxxxxxxx Xxxxx Goshen
162 Grand Blanc Center, L.L.C. 00000 Xxxxx Xxxxxxx Xxxxxx Grand Blanc
164 XX Xxxxxx, LLC 0000 Xxxxxx Xxxx Plover
167 Bremerton Pharmacy Associates, LLC 0000 Xxxxxx Xxx Bremerton
000 Xxxxxxx Xxxx Associates 0000 Xxxxxxxxxx Xxxxxxx Xxxx
171 Mountain Ridge Business Park, LLC 0000 Xxxxxx Xxxxxxxx Xxxxxxxx
172 Houston 6000 Bissonnet, Ltd. 0000 Xxxxxxx Xxxxxxxxx Xxxxxx
175 Orion Partners, LLC 1176-1240 Xxxxxx Xxxx Xxxxx Xxxxxxxx
000 Xxxxxxx Xxxxxxx, Ltd. 000 Xxxxx Xxxxx Xxxx Xxxxxxx
000 Xxxx Xx Xxxxxx XX, LLC 0000 Xxx Xxxxxxxx Xxxxx Xxxxxx
178 9221 Xxxxxx ATM, LLC 0000 Xxxxxx Xxxxxx Xxxxxxxxxx
000 Royce Realty LLC 00 Xxxxxxxx Xxxxxxxxx Xxxxxx
000 Xxxxxxxxxx Xxxxxxx III, Limited Partnership 000 Xxxxxxxxxx Xxxxxx Hallam
184 Tarragon Mariner Plaza, Inc. 000 Xxxxx Xxxxxxx 000 Xxxxxx Xxxx
185 Van Ness Capital Group LLC 0000-0000 Xxx Xxxx Xxxxxx Xxx Xxxxxxxxx
186 XX Xxxxxxxx Shops, LLC 0000 Xxxxxxxxx Xxx Xxxxxxxx
190 Enterprise Storage, LLC 000 Xxxxxxxxxx Xxxxx Xxxxxxxxx
000 Xxxxxxxxxx Xxxxx LLC 0000 Xxxxxxxxx Xxxxx Xxxx Xxxxx
192 Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx 000 Xxxxxxx Xxxx Tunkhannock
000 Xxxxxxx xx Xxxxxxxx, LLC 0000 Xxxxxxxx Xxxx XxXxxx
196 Fountain Park Plaza, L.L.C. 33328 Plymouth Road Livonia
Gilbert/Xxxxxxx Self Storage Investors, LLC,
Xxxxxxxx XX Holdings, LLC, Caledonia GH
198 Holdings, LLC, Xxxxxx XX Holdings LLC 000 Xxxxx Xxxxxxx Xxxx Xxxxxxx
200 D.C. Lowville Associates LLC 0000 Xxxxxxx Xxxxx Xxxxxxxx
000 Xxxxxxxx Marketplace, LLC 0000 Xxxxxxx Xxxxxxx Xxxxxxxx
206 119th Building Partnership, L.P. 000-000 Xxxx 000xx Xxxxxx Xxxxxxx
207 Sevren 779 Associates LLC 000 Xxxx Xxx Xxxx Xxxxxx Xxxxxxxx
208 Triangle Center Pharmacy, LLC 0000 Xxxxxxxxx Xxxx Xxxxxxxxxxxx
000 XXXX XX XXXXXXXXXXX XX, LLC 0000 Xxxxxxxx Xxxxxxx Clarksville
212 Croft Station, L.L.C. 0000 Xxx Xxxxxxxxxxx Xxxx Xxxxxxxxx
214 Cortland MHC LLC 0000 Xxxxx Xxxxxxxx Xxxx XxXxxx
000 RHMZYU LLC 0000 Xxxxxxx Xxxxx Xxxxxxx
217 Devonshire Development Company LLC 0000 Xxxxxxxxxx Xxxxxx Xxxxx
000 Xxxx XX Xxxxxx XX, LLC 0000 Xxxxxxxx Xxxx Xxxxxx
000 Xxxx XX Xxxxxx XX, LLC 0000 Xxxxxxxxx Xxxxxxxxx Xxxx Topeka
222 Countryside MHC LLC 0000 Xxxxx Xxxxx 00-00 Xxxxxxxx
000 Xxx Xxxxxx LLC 0000 Xxxx 000xx Xxxxxx Xxx Xxxxxx
Loan # State Zip Code County Property Name Size Measure Interest Rate (%)
------ ------- -------- ---------------- ------------------------------------ ------- ----------- -----------------
1 IL 60603 Xxxx 131 South Dearborn 1504364 Square Feet 5.79000
2 Various Various Various Centro Heritage Portfolio IV 2788226 Square Feet 5.44050
2.01 MA 01453 Worcester Water Tower Plaza 296320 Square Feet 5.44050
2.02 PA 18974 Bucks Warminster Towne Centre 237234 Square Feet 5.44050
2.03 NC 28403 New Hanover University Commons 235345 Square Feet 5.44050
2.04 NC 28226 Mecklenburg XxXxxxxx Creek Shopping Center 283323 Square Feet 5.44050
2.05 NC 27834 Pitt University Commons Greenville 232818 Square Feet 5.44050
2.06 FL 34102 Xxxxxxx Naples Shopping Center 198843 Square Feet 5.44050
2.07 CT 06042 Hartford Crossroads I & II 105662 Square Feet 5.44050
2.08 FL 34103 Xxxxxxx Park Shore Shopping Center 231830 Square Feet 5.44050
2.09 NY 11776 Suffolk Nesconset Shopping Center 122996 Square Feet 5.44050
2.1 IL 60060 Lake Long Meadow Commons 118470 Square Feet 5.44050
2.11 NY 11901 Suffolk Roanoke Plaza 99131 Square Feet 5.44050
2.12 NH 03301 Merrimack Capitol Shopping Center 182821 Square Feet 5.44050
2.13 ME 04102 Cumberland Pine Tree Shopping Center 287513 Square Feet 5.44050
2.14 CT 06040 Hartford Xxxxxx Street 51370 Square Feet 5.44050
2.15 CT 06042 Hartford Crossroads III 68750 Square Feet 5.44050
2.16 NM 00000 Xxxxx Xx Xx Xxxxxxx Xxxxx 00000 Square Feet 5.44050
3 VA Various Various Quantico Portfolio 938769 Square Feet 5.32300
3.01 VA 20151 Fairfax 4801 Stonecroft- XXXX X/XX 000000 Square Feet 5.32300
3.02 VA 20164 Loudoun 00000 Xxxxx Xxxxx 126841 Square Feet 5.32300
3.03 VA 20164 Loudoun 00000 Xxxxx Xxxxx 94545 Square Feet 5.32300
3.04 VA 20164 Loudoun 22626 Xxxxx Xxxx Drive 00000 Xxxxxx Xxxx 0.00000
0.00 XX 00000 Loudoun 00000 Xxxxx Xxxxx 48958 Square Feet 5.32300
3.06 VA 20164 Loudoun 00000 Xxxxx Xxxxx 69587 Square Feet 5.32300
3.07 VA 20164 Loudoun 00000 Xxxxx Xxxxx 61500 Square Feet 5.32300
3.08 VA 20164 Loudoun 00000 Xxxxx Xxxxx 64537 Square Feet 5.32300
3.09 VA 20164 Loudoun 00000 Xxxxx Xxxxx 00000 Xxxxxx Feet 5.32300
3.1 VA 20164 Loudoun 22645 Xxxxx Xxxx Drive 00000 Xxxxxx Xxxx 0.00000
0.00 XX 00000 Loudoun 00000 Xxxxx Xxxxx 24050 Square Feet 5.32300
3.12 VA 20164 Loudoun 22620 Xxxxx Xxxx Drive 00000 Xxxxxx Xxxx 0.00000
0.00 XX 00000 Loudoun 000 Xxxxxxxxx Xxxxx 00000 Xxxxxx Feet 5.32300
3.14 VA 20164 Loudoun 000 Xxxxxxxxx Xxxxx 00000 Xxxxxx Feet 5.32300
8 VA 22202 Arlington Presidential Tower 332928 Square Feet 5.52800
10 Various Various Various Americold Portfolio 5489325 Square Feet 5.39600
10.01 UT 84015 Xxxxx Clearfield 455227 Square Feet 5.39600
10.02 TN 37133 Xxxxxxxxxx Murfreesboro 226423 Square Feet 5.39600
10.03 XX 00000 Xxxxxxxx Xxxxxxx 299776 Square Feet 5.39600
10.04 VA 22657 Xxxxxxxxxx Xxxxxxxxx 000000 Square Feet 5.39600
10.05 TX 79118 Potter Amarillo 163796 Square Feet 5.39600
10.06 GA 31792 Xxxxxx Thomasville 252419 Square Feet 5.39600
10.07 AR 72301 Xxxxxxxxxx West Memphis 252075 Square Feet 5.39600
10.08 AR 72802 Xxxx Russellville 270772 Square Feet 5.39600
10.09 NY 13209 Onondaga Syracuse 573183 Square Feet 5.39600
10.1 GA 30336 Xxxxxx Xxxxxxx 000000 Square Feet 5.39600
10.11 WI 54413 Wood Xxxxxxx 000000 Xxxxxx Xxxx 0.00000
00.00 XX 00000 Stanislaus Turlock 188734 Square Feet 5.39600
10.13 ID 83687 Canyon Nampa 458518 Square Feet 5.39600
10.14 OR 97071 Xxxxxx Xxxxxxxx 327601 Square Feet 5.39600
10.15 KS 67219 Sedgwick Wichita 168007 Square Feet 5.39600
10.16 AR 72901 Sebastian Fort Xxxxx 118003 Square Feet 5.39600
10.17 KY 00000 Xxxxxxx Xxxxxx 111499 Square Feet 5.39600
10.18 MA 02118 Suffolk Boston 260356 Square Feet 5.39600
10.19 IA 52722 Xxxxx Xxxxxxxxxx 398223 Square Feet 5.39600
10.2 XX 00000 Walla Walla Walla Walla 162914 Square Feet 5.39600
11.99 PA 15203 Allegheny Southside Works/Quantum Roll-up 402787 Square Feet 5.72990
11 PA 15203 Allegheny Southside Works 000000 Xxxxxx Xxxx 0.00000
00.00 XX 00000 Allegheny 0000 Xxxx Xxxxxx Xxxxxx 171244 Square Feet 5.72990
11.02 PA 15203 Allegheny 2600 East Xxxxxx 42809 Square Feet 5.72990
11.03 PA 15203 Allegheny 2800 Block Associates 00000 Xxxxxx Xxxx 0.00000
00 XX 00000 Allegheny Quantum One 151441 Square Feet 5.72990
14 VA Various Various Cabot Industrial Portfolio 2108357 Square Feet 5.44800
14.01 IL 60103 Dupage Xxxxxxxx Xxxxx Xxxxxxxxx 000000 Square Feet 5.44800
14.02 GA 30260 Xxxxxxx Citizens and Southlake Parkway 445204 Square Feet 5.44800
14.03 FL 32810 Orange Northpark Commerce Center 148822 Square Feet 5.44800
14.04 XX 00000 Xxxxx Aviation Boulevard 146000 Square Feet 5.44800
14.05 TX 00000 Xxxxxx Xxxx Xxxxxx Xxxx Xxxx 00000 Square Feet 5.44800
14.06 IL 60101 Dupage West Republic Drive 103000 Square Feet 5.44800
14.07 TN 38115 Shelby East Xxxxxx Road 180000 Square Feet 5.44800
14.08 OH 00000 Xxxxxxxx Xxxx Xxxxxx Xxxxxx Xxxx 00000 Square Feet 5.44800
14.09 GA 00000 Xxxxxxxx Xxxxxx Xxxxx Xxxxxxx 00000 Square Feet 5.44800
14.1 IL 00000 Xxxx Xxxx Xxxxx Xxxxxx 00000 Square Feet 5.44800
14.11 IL 60563 Dupage 0000 Xxxxxxxxx Xxxx 00000 Xxxxxx Feet 5.44800
14.12 TN 38118 Shelby Xxx Xxxxx Xxxxxx 000000 Square Feet 5.44800
14.13 TN 00000 Xxxxxx Xxxxx Xxxxxxxxxx Xxxx 102500 Square Feet 5.44800
14.14 TX Various Various Dallas and Houston Properties 67334 Square Feet 5.44800
14.15 IL 60056 Xxxx 000 Xxxxxxxx Xxxxx 00000 Xxxxxx Feet 5.44800
14.16 NC 00000 Xxxxxxxxxxx Xxxx 00xx Xxxxxx 80120 Square Feet 5.44800
15 OK 73102 Oklahoma Leadership Square 000000 Xxxxxx Xxxx 0.00000
00 XX 00000 Cuyahoga Fifth Xxxxx Xxxxxx 000000 Square Feet 5.60760
19 TX 77304 Xxxxxxxxxx Conroe Marketplace Shopping Center 375656 Square Feet 5.81800
22 GA 30328 Xxxxxx City Walk - 227 170723 Square Feet 5.86800
23 OR 97123 Washington Kimco PNP - Sunset Esplanade 260954 Square Feet 5.44550
24 CA 00000 Xxxxxxxxx Xxxxxx Xxxxxx Xxxxx 000000 Square Feet 5.66990
30 CA 91745 Los Angeles Kimco PNP - Xxxxx Hacienda Plaza 135012 Square Feet 5.44550
32 CA 92008 San Diego Kimco PNP - North County Plaza 160928 Square Feet 5.44550
33 IL 00000 Xxxx Xxxxxx Xxxxxx 000000 Xxxxxx Feet 5.60900
34 CA 91355 Los Angeles Kimco PNP - Granary Square 143333 Square Feet 5.44550
36 CA 95355 Stanislaus Kimco PNP - Century Center 214772 Square Feet 5.44550
37 WI 53188 Waukesha West Grove on The Lake Apartments 476 Units 6.30230
40 CA 95746 Placer Kimco PNP - Country Gables Shopping
Center 140184 Square Feet 5.44550
41 MI 48098 Oakland UnaSource Health LLC 00000 Xxxxxx Xxxx 0.00000
00 XX 00000 Xxxxxx 55 Xxxxx Office Building 244076 Square Feet 5.65800
44 MD 21093 Baltimore Timonium Fairgrounds Shopping Center 106594 Square Feet 5.54250
45 NY 13637 Xxxxxxxxx Xxxxx Heights Apartments 300 Units 6.16000
46 MI 00000 Xxxxxx Campus View Apartments 1002 Beds 5.44000
47 XX 00000 Kings 000 00xx Xxxxxx 00000 Xxxxxx Xxxx 0.00000
00 XX 00000 XxXxxx Doubletree Hotel 197 Rooms 5.67000
49 XX 00000 Xxxxx Kimco PNP - Green Valley Town and
Country 130773 Square Feet 5.44550
50 TX 77304 Xxxxxxxxxx River Pointe Apartments 311 Units 5.81400
51 FL 33408 Palm Beach City Centre 00000 Xxxxxx Xxxx 0.00000
00 XX 00000 Alameda Kimco PNP - Dublin Retail Center 154728 Square Feet 5.44550
56 MD 21740 Washington Lenox 506003 Square Feet 5.73000
57 CA 90245 Los Angeles 0000/0000 Xxxx Xxxxx 100836 Square Feet 5.56550
58 WA 98405 Xxxxxx Kimco PNP - Tacoma Central 134868 Square Feet 5.38550
61 CA 93923 Monterey Carmel Xxxxxxx Xxx 000 Xxxxx 0.00000
00 XX 00000 Guilford Palladium Park 000 Xxxxx 0.00000
00 XX 00000 Wake University Village 600 Beds 5.56000
65 TX 00000 Xxxxxx Xxxxxxxxxxxx Xxxxxxx 80371 Square Feet 6.16250
66 Various Various Various Safrin Portfolio 368034 Square Feet 5.71720
66.01 TN 38122 Shelby 000 Xxxxxxxx Xxx Xxxx 00000 Xxxxxx Feet 5.71720
66.02 LA 00000 Xxxx Xxxxx Xxxxx 00000 Industriplex Boulevard 30800 Square Feet 5.71720
66.03 IN 46516 Elkhart 2040 Toledo Road 144800 Square Feet 5.71720
66.04 XX 00000 Herkimer 00 Xxxxxxxxxx Xxxx Xxxxx Xxxxx 0 & 3 162168 Square Feet 5.71720
68 CA 94044 San Mateo Kimco PNP - Fairmont Shopping Center 000000 Xxxxxx Xxxx 0.00000
00 XX 00000 Xxxxxxxxx Xxxxxxx/Louisville United 360000 Square Feet 5.66550
73 FL 33612 Hillsborough Sypris 000000 Xxxxxx Xxxx 0.00000
00 XX 00000 Xxxx Arundel 000 Xxxxxxx Xxxxxxx 00000 Xxxxxx Feet 6.00000
78 NY 10001 New York 000-000 Xxxx 00xx Xx. 00000 Square Feet 5.75700
79 WA 98030 King Kimco PNP - Canyon Ridge Plaza 86909 Square Feet 5.44550
83 TX 00000 Xxxxxx Xxxxx Xxxx Shopping Center 125195 Square Feet 5.71000
86 IL 60018 Xxxx 0000 Xxxx Xxxx Xxxxxx 71132 Square Feet 5.98500
89 AZ 85209 Maricopa Xxxxx Xxxxxxx Xxxxxx Xxxxxx 00000 Square Feet 5.95800
93 NJ 08823 Somerset Somerset Plaza Shopping Center 00000 Xxxxxx Xxxx 0.00000
00 XX 00000 Los Angeles 0000 Xxxxxx Xxxxxx Xxxx 88148 Square Feet 5.61000
97 NJ 07748 Monmouth Xxxxxxxxxx Xxxxxxx Xxxx 00000 Square Feet 5.88400
99 NJ 07869 Xxxxxx 000 Xxxxxxxx Xxxx 139442 Square Feet 5.66400
000 XX 00000 Alameda Kimco PNP - Creekside Center 80911 Square Feet 5.44550
103 NV 00000 Xxxxx Xxxxxx Xxxx Xxxxxx 00000 Square Feet 5.49000
000 XX 00000 Suffolk 000 Xxxxxxx Xxxxxx 00000 Xxxxxx Feet 5.66500
105 WA 98031 King Kimco PNP - Panther Lake 69090 Square Feet 5.44550
109 CA 90277 Los Angeles Riviera Building 31539 Square Feet 5.74500
110 NC 27560 Wake Xxxxxxxxx Xxx & Xxxxxx XXX Xxxxxxx 000 Rooms 5.73600
111 TX 00000 Xxxxxx Xxxxx 303 Shopping Center 124476 Square Feet 5.59200
112 VA 22406 Xxxxxxxx Spring Xxxxx Shopping Center 55098 Square Feet 5.91900
000 XX 00000 Flagler Champion Self Storage 000 Xxxxx 0.00000
000 XX 00000 Blue Earth Brett's Building - Mankato Place 142292 Square Feet 5.80000
116 NY 13619 Jefferson Warwick Place Apartments 126 Units 6.27500
118 VT 05701 Rutland Holiday Inn Rutland 151 Rooms 6.05000
120 NC 27612 Wake Xxxxxxxxx Xxx & Xxxxxx - Xxxxxxx 000 Rooms 5.75600
000 XX 00000 Xxxxxxxxx Xxxxxxxxx Pines 000 Xxxxx 0.00000
000 XX 00000 Montgomery 000 Xxxxxxxxxx 00 Xxxxx 00000 Xxxxxx Feet 5.57100
000 XX 00000 Indian River 0000 00xx Xxxx 39966 Square Feet 5.58500
000 XX 00000 Los Angeles 0000 Xxxxx Xx Xxxxxxx Xxxx 00000 Square Feet 5.70000
132 AL 00000 Xxxxxxxxx Xxxxxxx Xxxxxxx Xxxx 312398 Square Feet 5.69100
133 TX 00000 Xxxxxx Xxxx Xxxxx Xxxxxx 00000 Square Feet 5.70000
135 MO 63131 Xx. Xxxxx Xxxxx Xxxxx Xxxxxxx 00000 Square Feet 5.70000
136 IL 60120 Xxxx Old Oaks 263 Pads 5.68610
139 MI 00000 Xxxxxx North Pointe Apartments 120 Units 5.86900
141 CA 92056 San Diego Holiday Inn Express - Oceanside 62 Rooms 5.90000
000 XX 00000 Various PRD Development 00000 Xxxxxx Xxxx 0.00000
000 XX 00000 San Diego Kimco PNP - Oceanside Town & Country 00000 Xxxxxx Xxxx 0.00000
000 XX 00000 Xxxx 0000 Xxxxx XxXxxxxxx Xxxxxxxxx 93159 Square Feet 5.71530
146 PA 17406 York Xxxxxxxxx Xxxxxxxx Xxxx 000000 Square Feet 5.65000
149 LA 71106 Caddo Sealy Uptown Retail Center 120156 Square Feet 6.00000
150 NJ 00000 Xxxxxxxx Xxxxxxxxx Xxxx 176943 Square Feet 5.65000
153 AL 35173 Jefferson Holiday Inn Express - Birmingham 64 Rooms 5.79970
158 OK 74116 Tulsa Nautilus 000000 Xxxxxx Xxxx 0.00000
000 XX 00000 St. Xxxxxxxx Northwood Grove Apartments 96 Units 6.27500
000 XX 00000 Xxxxxxx Xxxxxxxx XX Corp Industrial Facility 196320 Square Feet 5.62800
000 XX 00000 Genesee Grand Blanc 00000 Xxxxxx Xxxx 0.00000
000 XX 00000 Portage Elder Xxxxxxx Center 65964 Square Feet 5.65600
167 WA 98312 Kitsap Rite Aid 111997 Square Feet 5.80500
168 PA 00000 Xxxx Xxxxxxx Xxxx Associates 251372 Square Feet 5.60000
171 NJ 07869 Xxxxxx Mountain Ridge Business Park 00000 Xxxxxx Xxxx 0.00000
000 XX 00000 Xxxxxx Concorde Center 00000 Xxxxxx Xxxx 0.00000
000 XX 00000 Oakland Orion Marketplace 00000 Xxxxxx Xxxx 0.00000
000 XX 00000 Sedgwick Central Heights Shopping Center 99800 Square Feet 5.59200
177 IL 00000 Xxxxxx Gordman's 00000 Xxxxxx Xxxx 0.00000
000 XX 00000 Los Angeles 0000 Xxxxxx Xxxxxx 00000 Xxxxxx Feet 5.84100
180 NJ 07059 Somerset 00 Xxxxxxxx Xxxxxxxxx 25125 Square Feet 6.10000
182 PA 17406 York Buttonwood Gardens 76 Units 5.50000
184 FL 32405 Bay Mariner Plaza 54027 Square Feet 5.70100
000 XX 00000 San Francisco 0000 Xxx Xxxx Xxx. 00000 Xxxxxx Xxxx 0.00000
000 XX 00000 Xxxxx Xxxxxxxx Marketplace 00000 Xxxxxx Xxxx 0.00000
000 XX 00000 Fayette Safe Storage Lexington 830 Units 6.05000
191 IN 46819 Xxxxx Xxxxxxxxxx Xxxxx Apartments 168 Units 5.69100
192 PA 18657 Wyoming Tunkhannock Xxxxxxxxx Building 25800 Square Feet 5.85800
193 MS 00000 Xxxx Xxxxxxxx 88 Units 6.00600
196 MI 48150 Xxxxx Xxxxxxxx Xxxx Xxxxx 00000 Square Feet 5.53800
198 AZ 00000 Xxxxxxxx Xxxxxxx Xxxx Self Storage 626 Units 5.79100
200 NY 00000 Xxxxx Xxxxxxxxx Xxxxxxx Apartments 56 Units 6.27500
201 VA 24588 Xxxxxxxx Fairview Shopping Center 46700 Square Feet 5.70400
206 IL 00000 Xxxx 000xx Xxxxxx Xxxxx 00000 Square Feet 6.15000
000 XX 00000 KIngs 000 Xxxx Xxx Xxxx Xxx 00000 Xxxxxx Feet 5.80000
208 IN 46226 Xxxxxx Triangle Retail 12900 Square Feet 5.79000
209 IN 00000 Xxxxx Xxxxxxx - Xxxxxxxxxxx XX 00000 Square Feet 5.77500
000 XX 00000 Xxxxxxxxxxx Xxxxx Xxxxxxx 00000 Square Feet 5.80400
214 IL 60115 DeKalb Cortland MHC 102 Pads 5.73500
215 TX 00000 Xxxxxx Xxxxxxxx Xxxxxx 49274 Square Feet 6.09500
217 OR 97305 Xxxxxx The Devonshire Shops 12130 Square Feet 5.77100
218 AR 00000 Xxxxxx Xxxxxx Xxxxx Xxxxxx, Xxxxxxxx 00000 Square Feet 5.76500
220 KS 66604 Xxxxxxx Xxxxxx Xxxxxx - Xxxxx Xxxxx - Xxxxxx 00000 Square Feet 5.76500
222 IL 60922 Kankakee Countryside MHC 92 Pads 5.73500
223 IL 60452 Xxxx Oak Forest 65 Pads 5.74400
Net Mortgage
Loan # Interest Rate Original Balance Cutoff Balance Term Rem.Term Maturity/ARD Date Amort. Term Rem. Amort.
------ ------------- ---------------- -------------- ---- -------- ----------------- ----------- -----------
1 5.77946 236,000,000 236,000,000 120 117 12/01/16 0 0
2 5.41996 226,109,468 226,109,468 120 117 12/01/16 0 0
2.01 29,309,468 29,309,468 120 117 12/01/16 0 0
2.02 21,800,000 21,800,000 120 117 12/01/16 0 0
2.03 20,200,000 20,200,000 120 117 12/01/16 0 0
2.04 18,500,000 18,500,000 120 117 12/01/16 0 0
2.05 18,000,000 18,000,000 120 117 12/01/16 0 0
2.06 17,400,000 17,400,000 120 117 12/01/16 0 0
2.07 15,200,000 15,200,000 120 117 12/01/16 0 0
2.08 14,600,000 14,600,000 120 117 12/01/16 0 0
2.09 13,300,000 13,300,000 120 117 12/01/16 0 0
2.1 11,900,000 11,900,000 120 117 12/01/16 0 0
2.11 9,900,000 9,900,000 120 117 12/01/16 0 0
2.12 9,600,000 9,600,000 120 117 12/01/16 0 0
2.13 9,600,000 9,600,000 120 117 12/01/16 0 0
2.14 7,600,000 7,600,000 120 117 12/01/16 0 0
2.15 5,300,000 5,300,000 120 117 12/01/16 0 0
2.16 3,900,000 3,900,000 120 117 12/01/16 0 0
3 5.30246 131,250,000 131,250,000 120 120 03/01/17 0 0
3.01 55,817,132 55,817,132 120 120 03/01/17 0 0
3.02 12,598,724 12,598,724 120 120 03/01/17 0 0
3.03 9,728,129 9,728,129 120 120 03/01/17 0 0
3.04 6,698,056 6,698,056 120 120 03/01/17 0 0
3.05 6,299,362 6,299,362 120 120 03/01/17 0 0
3.06 6,139,886 6,139,886 120 120 03/01/17 0 0
3.07 6,060,146 6,060,146 120 120 03/01/17 0 0
3.08 5,980,407 5,980,407 120 120 03/01/17 0 0
3.09 5,900,668 5,900,668 120 120 03/01/17 0 0
3.1 4,465,371 4,465,371 120 120 03/01/17 0 0
3.11 3,588,244 3,588,244 120 120 03/01/17 0 0
3.12 3,508,505 3,508,505 120 120 03/01/17 0 0
3.13 2,631,379 2,631,379 120 120 03/01/17 0 0
3.14 1,833,991 1,833,991 120 120 03/01/17 0 0
8 5.50746 80,000,000 80,000,000 120 118 01/01/17 0 0
10 5.37546 70,000,000 70,000,000 109 107 02/01/16 0 0
10.01 8,768,000 8,768,000 109 107 02/01/16 0 0
10.02 6,480,000 6,480,000 109 107 02/01/16 0 0
10.03 5,882,800 5,882,800 109 107 02/01/16 0 0
10.04 5,520,000 5,520,000 109 107 02/01/16 0 0
10.05 4,989,600 4,989,600 109 107 02/01/16 0 0
10.06 4,373,600 4,373,600 109 107 02/01/16 0 0
10.07 3,819,200 3,819,200 109 107 02/01/16 0 0
10.08 3,773,000 3,773,000 109 107 02/01/16 0 0
10.09 3,234,000 3,234,000 109 107 02/01/16 0 0
10.1 3,040,000 3,040,000 109 107 02/01/16 0 0
10.11 2,987,600 2,987,600 109 107 02/01/16 0 0
10.12 2,950,200 2,950,200 109 107 02/01/16 0 0
10.13 2,556,400 2,556,400 109 107 02/01/16 0 0
10.14 2,356,200 2,356,200 109 107 02/01/16 0 0
10.15 2,125,200 2,125,200 109 107 02/01/16 0 0
10.16 1,752,000 1,752,000 109 107 02/01/16 0 0
10.17 1,740,200 1,740,200 109 107 02/01/16 0 0
10.18 1,370,000 1,370,000 109 107 02/01/16 0 0
10.19 1,320,000 1,320,000 109 107 02/01/16 0 0
10.2 962,000 962,000 109 107 02/01/16 0 0
11.99 69,500,000 69,500,000 120 119 02/01/17 0 0
11 5.68936 49,610,000 49,610,000 120 119 02/01/17 0 0
11.01 25,610,000 25,610,000 120 119 02/01/17 0 0
11.02 18,600,000 18,600,000 120 119 02/01/17 0 0
11.03 5,400,000 5,400,000 120 119 02/01/17 0 0
12 5.68936 19,890,000 19,890,000 120 119 02/01/17 0 0
14 5.42746 61,365,000 61,365,000 120 118 01/01/17 0 0
14.01 10,042,824 10,042,824 120 118 01/01/17 0 0
14.02 7,699,498 7,699,498 120 118 01/01/17 0 0
14.03 5,824,838 5,824,838 120 118 01/01/17 0 0
14.04 4,351,890 4,351,890 120 118 01/01/17 0 0
14.05 3,916,701 3,916,701 120 118 01/01/17 0 0
14.06 3,635,502 3,635,502 120 118 01/01/17 0 0
14.07 3,615,417 3,615,417 120 118 01/01/17 0 0
14.08 3,531,726 3,531,726 120 118 01/01/17 0 0
14.09 3,414,560 3,414,560 120 118 01/01/17 0 0
14.1 3,207,008 3,207,008 120 118 01/01/17 0 0
14.11 2,798,600 2,798,600 120 118 01/01/17 0 0
14.12 2,410,278 2,410,278 120 118 01/01/17 0 0
14.13 2,125,731 2,125,731 120 118 01/01/17 0 0
14.14 1,844,532 1,844,532 120 118 01/01/17 0 0
14.15 1,606,852 1,606,852 120 118 01/01/17 0 0
14.16 1,339,043 1,339,043 120 118 01/01/17 0 0
15 5.81346 61,000,000 61,000,000 120 119 02/01/17 360 360
17 5.58706 49,250,000 49,250,000 120 117 12/01/16 360 360
19 5.79746 42,350,000 42,350,000 120 118 01/01/17 0 0
22 5.84746 38,280,000 38,280,000 120 119 02/01/17 0 0
23 5.42496 36,000,000 36,000,000 120 116 11/01/16 0 0
24 5.64936 35,250,000 35,250,000 120 118 01/01/17 0 0
30 5.42496 30,800,000 30,800,000 120 116 11/01/16 0 0
32 5.42496 30,000,000 30,000,000 120 116 11/01/16 0 0
33 5.53846 29,000,000 29,000,000 120 118 01/01/17 360 360
34 5.42496 28,900,000 28,900,000 120 116 11/01/16 0 0
36 5.42496 27,800,000 27,800,000 120 116 11/01/16 0 0
37 6.23176 26,000,000 26,000,000 120 118 01/01/17 360 360
40 5.42496 21,500,000 21,500,000 120 116 11/01/16 0 0
41 5.70146 21,000,000 21,000,000 120 117 12/01/16 360 360
43 5.61746 20,700,000 20,700,000 120 119 02/01/17 360 360
44 5.48316 20,500,000 20,500,000 120 118 01/01/17 360 360
45 6.13946 20,400,000 20,283,927 120 114 09/01/16 360 354
46 5.40946 20,000,000 20,000,000 120 118 01/01/17 0 0
47 5.36846 20,000,000 19,971,660 120 119 02/01/17 360 359
48 5.64946 20,000,000 19,954,370 120 118 01/01/17 360 358
49 5.42496 19,600,000 19,600,000 120 116 11/01/16 0 0
50 5.79346 19,280,000 19,280,000 120 117 12/01/16 0 0
51 5.68446 18,750,000 18,750,000 120 118 01/01/17 0 0
53 5.42496 18,400,000 18,400,000 120 116 11/01/16 0 0
56 5.70946 17,550,000 17,550,000 120 118 01/01/17 360 360
57 5.54496 17,000,000 17,000,000 120 119 02/01/17 360 360
58 5.36496 17,000,000 17,000,000 120 116 11/01/16 0 0
61 5.89946 16,000,000 16,000,000 84 82 01/01/14 360 360
62 5.48546 15,500,000 15,500,000 120 118 01/01/17 360 360
64 5.53946 15,000,000 15,000,000 120 118 01/01/17 360 360
65 6.14196 15,000,000 14,980,390 120 119 02/01/17 360 359
66 5.69666 14,880,000 14,880,000 120 117 12/01/16 360 360
66.01 4,800,000 4,800,000 120 117 12/01/16 360 360
66.02 3,760,000 3,760,000 120 117 12/01/16 360 360
66.03 3,520,000 3,520,000 120 117 12/01/16 360 360
66.04 2,800,000 2,800,000 120 117 12/01/16 360 360
68 5.36496 14,700,000 14,700,000 120 116 11/01/16 0 0
69 5.60496 14,700,000 14,700,000 120 119 02/01/17 360 360
73 5.41946 13,461,000 13,461,000 120 118 01/01/17 360 360
77 5.97946 13,074,000 13,074,000 120 117 12/01/16 360 360
78 5.73646 13,000,000 13,000,000 120 116 11/01/16 0 0
79 5.42496 13,000,000 13,000,000 120 116 11/01/16 0 0
83 5.68946 12,020,000 12,003,542 120 119 02/01/17 360 359
86 5.96446 12,000,000 11,984,030 120 119 02/01/17 360 359
89 5.93746 11,200,000 11,200,000 120 117 12/01/16 360 360
93 5.53346 10,975,000 10,975,000 120 118 01/01/17 360 360
94 5.58946 10,900,000 10,900,000 120 118 01/01/17 360 360
97 5.82346 10,600,000 10,600,000 120 119 02/01/17 360 360
99 5.60346 10,200,000 10,200,000 120 118 01/01/17 360 360
102 5.42496 10,200,000 10,200,000 120 116 11/01/16 0 0
103 5.46946 10,000,000 10,000,000 120 119 02/01/17 360 360
104 5.64446 9,800,000 9,800,000 120 119 02/01/17 360 360
105 5.42496 9,800,000 9,800,000 120 116 11/01/16 0 0
109 5.67446 9,000,000 9,000,000 120 120 03/01/17 360 360
110 5.71546 9,000,000 8,971,624 120 117 12/01/16 360 357
111 5.57146 9,000,000 8,970,843 120 117 12/01/16 360 357
112 5.89846 8,700,000 8,700,000 120 119 02/01/17 360 360
113 5.67246 8,400,000 8,400,000 120 117 12/01/16 360 360
115 5.73946 8,300,000 8,300,000 120 117 12/01/16 360 360
116 6.25446 8,100,000 8,062,822 120 115 10/01/16 360 355
118 6.02946 8,000,000 7,982,848 120 118 01/01/17 360 358
120 5.73546 7,925,000 7,900,108 120 117 12/01/16 360 357
121 6.25446 7,900,000 7,863,740 120 115 10/01/16 360 355
124 5.55046 7,500,000 7,500,000 120 119 02/01/17 360 360
129 5.56446 7,400,000 7,400,000 120 118 01/01/17 360 360
131 5.67946 7,375,000 7,375,000 120 117 12/01/16 360 360
132 5.67046 7,360,000 7,360,000 120 118 01/01/17 360 360
133 5.67946 7,350,000 7,350,000 120 118 01/01/17 360 360
135 5.67946 7,200,000 7,200,000 120 118 01/01/17 0 0
136 5.62556 7,200,000 7,200,000 120 118 01/01/17 360 360
139 5.84846 7,050,000 7,050,000 120 118 01/01/17 360 360
141 5.83946 7,000,000 6,984,620 120 118 01/01/17 360 358
142 5.76946 6,900,000 6,900,000 120 117 12/01/16 360 360
143 5.42496 6,800,000 6,800,000 120 116 11/01/16 0 0
145 5.69476 6,700,000 6,700,000 120 117 12/01/16 360 360
146 5.56946 6,700,000 6,628,489 180 177 12/01/21 180 177
149 5.97946 6,500,000 6,485,950 120 118 01/01/17 360 358
150 5.60946 6,500,000 6,485,122 120 118 01/01/17 360 358
153 5.70916 6,050,000 6,022,879 120 117 12/01/16 300 297
158 5.71646 5,868,000 5,859,988 120 119 02/01/17 360 359
159 6.25446 5,850,000 5,817,478 120 114 09/01/16 360 354
160 5.60746 5,775,000 5,758,826 120 118 01/01/17 324 322
162 5.69846 5,750,000 5,731,984 120 117 12/01/16 360 357
164 5.57546 5,680,000 5,680,000 120 119 02/01/17 360 360
167 5.74446 5,350,000 5,326,037 120 117 12/01/16 300 297
168 5.51946 5,300,000 5,243,194 180 177 12/01/21 180 177
171 5.60346 5,100,000 5,100,000 120 118 01/01/17 360 360
172 5.69346 5,000,000 5,000,000 120 118 01/01/17 360 360
175 5.85146 5,000,000 4,984,438 120 118 01/01/17 300 298
176 5.57146 5,000,000 4,983,802 120 117 12/01/16 360 357
177 5.69146 4,950,000 4,950,000 120 119 02/01/17 0 0
178 5.82046 4,920,000 4,920,000 120 117 12/01/16 0 0
180 6.07946 4,800,000 4,800,000 120 118 01/01/17 360 360
182 5.47946 4,750,000 4,750,000 120 118 01/01/17 360 360
184 5.59046 4,600,000 4,600,000 120 118 01/01/17 360 360
185 5.66446 4,400,000 4,400,000 120 118 01/01/17 360 360
186 5.69946 4,300,000 4,300,000 120 117 12/01/16 360 360
190 5.97946 4,200,000 4,200,000 120 118 01/01/17 360 360
191 5.67046 4,160,000 4,160,000 120 119 02/01/17 360 360
192 5.83746 4,080,000 4,061,338 120 118 01/01/17 240 238
193 5.98546 3,960,000 3,960,000 120 119 02/01/17 0 0
196 5.51746 3,720,000 3,720,000 120 118 01/01/17 360 360
198 5.68046 3,600,000 3,600,000 120 117 12/01/16 360 360
200 6.25446 3,550,000 3,530,265 120 114 09/01/16 360 354
201 5.64346 3,520,000 3,520,000 120 118 01/01/17 360 360
206 6.12946 3,000,000 3,000,000 120 116 11/01/16 360 360
207 5.77946 3,000,000 3,000,000 120 118 01/01/17 360 360
208 5.76946 3,000,000 2,990,638 120 117 12/01/16 360 357
209 5.75446 2,900,000 2,900,000 120 118 01/01/17 0 0
212 5.78346 2,720,000 2,716,312 120 119 02/01/17 360 359
214 5.67446 2,446,000 2,446,000 120 117 12/01/16 360 360
215 6.07446 2,400,000 2,400,000 120 118 01/01/17 360 360
217 5.68046 2,200,000 2,200,000 120 118 01/01/17 360 360
218 5.74446 2,130,000 2,130,000 120 117 12/01/16 0 0
220 5.74446 2,000,000 2,000,000 120 117 12/01/16 0 0
222 5.67446 1,704,000 1,704,000 120 117 12/01/16 360 360
223 5.68346 1,675,000 1,675,000 120 117 12/01/16 360 360
Monthly Debt Servicing Accrual ARD Step Up Crossed Originator/Loan
Loan # Service Fee Rate Type ARD (Y/N) (%) Title Type Loan Seller
------ ------------ --------- ---------- --------- ----------- ------------- ------- ---------------
1 1,154,515 0.01000 Actual/360 No Fee JPMCB
2 1,039,362 0.02000 Actual/360 No Fee JPMCB
2.01 No Fee JPMCB
2.02 No Fee JPMCB
2.03 No Fee JPMCB
2.04 No Fee JPMCB
2.05 No Fee JPMCB
2.06 No Fee JPMCB
2.07 No Fee JPMCB
2.08 No Fee JPMCB
2.09 No Fee JPMCB
2.1 No Fee JPMCB
2.11 No Fee JPMCB
2.12 No Fee JPMCB
2.13 No Fee JPMCB
2.14 No Fee JPMCB
2.15 No Fee JPMCB
2.16 No Fee JPMCB
3 590,289 0.02000 Actual/360 No Fee JPMCB
3.01 No Fee JPMCB
3.02 No Fee JPMCB
3.03 No Fee JPMCB
3.04 No Fee JPMCB
3.05 No Fee JPMCB
3.06 No Fee JPMCB
3.07 No Fee JPMCB
3.08 No Fee JPMCB
3.09 No Fee JPMCB
3.1 No Fee JPMCB
3.11 No Fee JPMCB
3.12 No Fee JPMCB
3.13 No Fee JPMCB
3.14 No Fee JPMCB
8 373,652 0.02000 Actual/360 No Fee JPMCB
10 319,138 0.02000 Actual/360 No Fee JPMCB
10.01 No Fee JPMCB
10.02 No Fee JPMCB
10.03 No Fee JPMCB
10.04 No Fee JPMCB
10.05 No Fee JPMCB
10.06 No Fee JPMCB
10.07 No Fee JPMCB
10.08 No Fee JPMCB
10.09 No Fee JPMCB
10.1 No Fee JPMCB
10.11 No Fee JPMCB
10.12 No Fee JPMCB
10.13 No Fee JPMCB
10.14 No Fee JPMCB
10.15 No Fee JPMCB
10.16 No Fee JPMCB
10.17 No Fee JPMCB
10.18 No Fee JPMCB
10.19 No Fee JPMCB
10.2 No Fee JPMCB
11.99 336,466 Actual/360 No Fee JPMCB
11 240,174 0.04000 Actual/360 No Fee B JPMCB
11.01 No Fee JPMCB
11.02 No Fee JPMCB
11.03 No Fee JPMCB
12 96,292 0.04000 Actual/360 No Fee B JPMCB
14 282,467 0.02000 Actual/360 No Fee JPMCB
14.01 No Fee JPMCB
14.02 No Fee JPMCB
14.03 No Fee JPMCB
14.04 No Fee JPMCB
14.05 No Fee JPMCB
14.06 No Fee JPMCB
14.07 No Fee JPMCB
14.08 No Fee JPMCB
14.09 No Fee JPMCB
14.1 No Fee JPMCB
14.11 No Fee JPMCB
14.12 No Fee JPMCB
14.13 No Fee JPMCB
14.14 No Fee JPMCB
14.15 No Fee JPMCB
14.16 No Fee JPMCB
15 359,241 0.02000 Actual/360 No Fee JPMCB
17 282,970 0.02000 Actual/360 No Fee JPMCB
19 208,179 0.02000 Actual/360 No Fee JPMCB
22 189,789 0.02000 Actual/360 No Fee JPMCB
23 165,634 0.02000 Actual/360 No Fee JPMCB
24 168,867 0.02000 Actual/360 No Fee JPMCB
30 141,709 0.02000 Actual/360 No Fee JPMCB
32 138,028 0.02000 Actual/360 No Fee JPMCB
33 166,648 0.07000 Actual/360 No Fee JPMCB
34 132,967 0.02000 Actual/360 No Fee JPMCB
36 127,906 0.02000 Actual/360 No Fee JPMCB
37 160,972 0.07000 Actual/360 No Leasehold JPMCB
40 98,920 0.02000 Actual/360 No Fee JPMCB
41 122,177 0.02000 Actual/360 No Fee JPMCB
43 119,593 0.04000 Actual/360 No Fee JPMCB
44 116,944 0.05880 Actual/360 No Fee JPMCB
45 124,415 0.02000 Actual/360 No Fee JPMCB
46 91,926 0.03000 Actual/360 No Fee JPMCB
47 112,169 0.02000 Actual/360 No Fee/Leasehold JPMCB
48 115,700 0.02000 Actual/360 No Fee JPMCB
49 90,178 0.02000 Actual/360 No Fee JPMCB
50 94,709 0.02000 Actual/360 No Fee JPMCB
51 91,012 0.06000 Actual/360 No Fee JPMCB
53 84,657 0.02000 Actual/360 No Fee JPMCB
56 102,194 0.02000 Actual/360 No Fee JPMCB
57 97,224 0.02000 Actual/360 No Fee JPMCB
58 77,354 0.02000 Actual/360 No Fee JPMCB
61 95,107 0.02000 Actual/360 No Leasehold JPMCB
62 88,066 0.02000 Actual/360 No Fee JPMCB
64 85,734 0.02000 Actual/360 No Fee JPMCB
65 91,506 0.02000 Actual/360 No Fee JPMCB
66 86,526 0.02000 Actual/360 No Fee JPMCB
66.01 No Fee JPMCB
66.02 No Fee JPMCB
66.03 No Fee JPMCB
66.04 No Fee JPMCB
68 66,889 0.02000 Actual/360 No Fee JPMCB
69 84,998 0.06000 Actual/360 No Fee JPMCB
73 76,346 0.07000 Actual/360 No Fee JPMCB
77 78,385 0.02000 Actual/360 No Fee JPMCB
78 63,234 0.02000 Actual/360 No Fee JPMCB
79 59,812 0.02000 Actual/360 No Fee JPMCB
83 69,840 0.02000 Actual/360 No Fee JPMCB
86 71,830 0.02000 Actual/360 No Fee JPMCB
89 66,848 0.02000 Actual/360 No Fee JPMCB
93 62,964 0.06000 Actual/360 No Fee JPMCB
94 62,643 0.02000 Actual/360 No Fee JPMCB
97 62,764 0.06000 Actual/360 No Fee JPMCB
99 58,968 0.06000 Actual/360 No Fee JPMCB
102 46,930 0.02000 Actual/360 No Fee JPMCB
103 56,716 0.02000 Actual/360 No Fee JPMCB
104 56,662 0.02000 Actual/360 No Fee JPMCB
105 45,089 0.02000 Actual/360 No Fee JPMCB
109 52,493 0.07000 Actual/360 No Fee JPMCB
110 52,442 0.02000 Actual/360 No Fee JPMCB
111 51,622 0.02000 Actual/360 No Fee JPMCB
112 51,709 0.02000 Actual/360 No Fee JPMCB
113 49,196 0.11000 Actual/360 No Fee JPMCB
115 48,701 0.06000 Actual/360 No Fee JPMCB
116 50,005 0.02000 Actual/360 No Fee JPMCB
118 48,222 0.02000 Actual/360 No Fee JPMCB
120 46,278 0.02000 Actual/360 No Fee JPMCB
121 48,770 0.02000 Actual/360 No Fee JPMCB
124 42,919 0.02000 Actual/360 No Fee JPMCB
129 42,412 0.02000 Actual/360 No Fee JPMCB
131 42,805 0.02000 Actual/360 No Fee JPMCB
132 42,676 0.02000 Actual/360 No Fee JPMCB
133 42,659 0.02000 Actual/360 No Fee JPMCB
135 34,675 0.02000 Actual/360 No Fee JPMCB
136 41,725 0.06000 Actual/360 No Fee JPMCB
139 41,676 0.02000 Actual/360 No Fee JPMCB
141 41,520 0.06000 Actual/360 No Fee JPMCB
142 40,442 0.02000 Actual/360 No Fee JPMCB
143 31,286 0.02000 Actual/360 No Fee JPMCB
145 38,952 0.02000 Actual/360 No Fee JPMCB
146 55,279 0.08000 Actual/360 No Fee JPMCB
149 38,971 0.02000 Actual/360 No Fee JPMCB
150 37,520 0.04000 Actual/360 No Fee JPMCB
153 38,243 0.09000 Actual/360 No Fee JPMCB
158 34,196 0.02000 Actual/360 No Fee JPMCB
159 36,115 0.02000 Actual/360 No Fee JPMCB
160 34,706 0.02000 Actual/360 No Fee JPMCB
162 33,625 0.07000 Actual/360 No Fee JPMCB
164 32,809 0.08000 Actual/360 No Fee JPMCB
167 33,835 0.06000 Actual/360 No Fee JPMCB
168 43,587 0.08000 Actual/360 No Fee JPMCB
171 29,484 0.06000 Actual/360 No Fee JPMCB
172 29,064 0.02000 Actual/360 No Fee JPMCB
175 31,825 0.02000 Actual/360 No Fee JPMCB
176 28,679 0.02000 Actual/360 No Fee JPMCB
177 23,889 0.02000 Actual/360 No Fee JPMCB
178 24,281 0.02000 Actual/360 No Leasehold JPMCB
180 29,088 0.02000 Actual/360 No Fee JPMCB
182 26,970 0.02000 Actual/360 No Fee JPMCB
184 26,701 0.11000 Actual/360 No Fee JPMCB
185 25,635 0.07000 Actual/360 No Fee JPMCB
186 25,148 0.07000 Actual/360 No Fee JPMCB
190 25,316 0.07000 Actual/360 No Fee JPMCB
191 24,121 0.02000 Actual/360 No Fee JPMCB
192 28,897 0.02000 Actual/360 No Fee JPMCB
193 20,095 0.02000 Actual/360 No Fee JPMCB
196 21,211 0.02000 Actual/360 No Fee JPMCB
198 21,102 0.11000 Actual/360 No Fee JPMCB
200 21,916 0.02000 Actual/360 No Fee JPMCB
201 20,439 0.06000 Actual/360 No Fee JPMCB
206 18,277 0.02000 Actual/360 No Fee JPMCB
207 17,603 0.02000 Actual/360 No Fee JPMCB
208 17,583 0.02000 Actual/360 No Fee JPMCB
209 14,150 0.02000 Actual/360 No Fee JPMCB
212 15,967 0.02000 Actual/360 No Fee JPMCB
214 14,251 0.06000 Actual/360 No Fee JPMCB
215 14,536 0.02000 Actual/360 No Fee JPMCB
217 12,868 0.09000 Actual/360 No Fee JPMCB
218 10,375 0.02000 Actual/360 No Fee JPMCB
220 9,742 0.02000 Actual/360 No Fee JPMCB
222 9,928 0.06000 Actual/360 No Fee JPMCB
223 9,768 0.06000 Actual/360 No Fee JPMCB
UPFRONT ESCROW
-----------------------------------------------------------
Upfront Upfront
Letter of CapEx Upfront Eng. Envir. Upfront TI/LC
Loan # Guarantor Credit Reserve Reserve Reserve Reserve
------- ------------------------------------------------ ----------- --------- -------------- ---------- ---------------
1 Xxxxxx X. Xxxx No 0.00 0.00 0.00 4,100,000.00
Centro Heritage Naples SC LLC, Centro Heritage
UC Greenville LLC, Centro Heritage Capitol SC
LLC, Centro Xxxxxxx Manchester I LLC, Centro
Xxxxxxx Manchester II LLC, Centro Xxxxxxx
Manchester III LLC, Centro Xxxxxxx Xxxxxx
Street LLC, Centro Xxxxxxx Xxxx Meadow LLC,
Centro St. Xxxxxxx Plaza LLC, Heritage
Warminster SPE LLC, Centro Heritage Park Shore
2 SC LLC, Centro Heritage SPE 4 LLC No 0.00 0.00 0.00 0.00
2.01
2.02
2.03
2.04
2.05
2.06
2.07
2.08
2.09
2.1
2.11
2.12
2.13
2.14
2.15
2.16
3 Quantico Real Estate LLC No 0.00 0.00 0.00 0.00
3.01
3.02
3.03
3.04
3.05
3.06
3.07
3.08
3.09
3.1
3.11
3.12
3.13
3.14
8 Aslan Realty Partners III, L.L.C. No 0.00 373,400.00 0.00 0.00
10 Americold Realty Trust No 0.00 0.00 0.00 0.00
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.1
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.2
11.99 R. Xxxxxx Xxxxxx No 0.00 0.00 0.00 0.00
11 R. Xxxxxx Xxxxxx No 0.00 0.00 0.00 0.00
11.01
11.02
11.03
12 R. Xxxxxx Xxxxxx No 0.00 0.00 0.00 0.00
Cabot Industrial Value Fund II Operating
14 Partnership, L.P. No 0.00 0.00 0.00 0.00
14.01
14.02
14.03
14.04
14.05
14.06
14.07
14.08
14.09
14.1
14.11
14.12
14.13
14.14
14.15
14.16
15 Xxx X. Xxxxxx, Xxxx X. Xxxxxxx 5,000,000.0 0.00 0.00 0.00 1,084,585.00
17 Behringer Harvard REIT I, Inc No 0.00 0.00 0.00 0.00
19 Conroe Marketplace S.C., L.P. 4,134,530.9 0.00 0.00 0.00 1,257,370.00
22 Ming Xxxxx Xxx No 85,000.00 0.00 0.00 711,130.00
23 PK I Sunset Esplanade LLC No 0.00 0.00 0.00 0.00
24 Xxxxxx Valley Plaza, Ltd., L.P. No 0.00 110,625.00 0.00 0.00
30 XX XX Xxxxx Hacienda Plaza LP No 0.00 0.00 0.00 0.00
32 PK I North County Plaza LP No 0.00 0.00 0.00 0.00
33 Xxxxxx Xxxxx and Xxxxxx Xxxxx No 0.00 0.00 0.00 0.00
34 PK I Granary Square LP No 0.00 0.00 0.00 0.00
36 XX XX Century Center LP No 0.00 0.00 0.00 0.00
37 Xxxxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxxx Xxxxxx No 0.00 14,750.00 0.00 0.00
40 XX XX Country Gables SC LP No 0.00 0.00 0.00 0.00
Xxxxxx X. Xxxxxxxxxx, Xxxxxx X. Xxxxxxxx,
Xxxxxxx Xxxxxxx, Xxxxx Xxxxx, Xxxxxx X. Xxxxx,
Xxxxxxxxx X. Xxxxxxxx, Xxxxx Xxxxxxx, Xxxxx X.
Xxxxxx, Xxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxx,
Xxxxx X. Xxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxx,
Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx R,
Xxxxxx, Xxxx Xxxxxx, Xxxxx Xxxxxxx, Xxxxxx
Xxxxxx, Xxxxx X. Xxxxx, Xxxxx X. Xxxxxx, Xxxxx
X. Master, Xxxx Xxxxx, Aris Urbanes, Xxxxxxx
Xxxxxxx Xxxx Xx-Xxxxxx, Xxxxx Xxxxxx, J. Xxxx
Xxxxxx, Xxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx
Xxxxxx, Xxxxxxx Xxxxxxx, Xxxxx Xxxxx, Xxxx
Xxxxxx, Xxxx Small, Xxxxxxx Xxxxxxx, Peggyman
Xxxxx, M. Xxxxxxx XxXxxxx, Xxxxxxx X. Danish,
Xxxxxxx X. Xxxxx, Xxxx Xxxxx, Xxxxxxx
XxXxxxxxxx, Sante D. Bologna, Xxxxxx X. Xxxxx,
41 Xxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxxxxxxx No 0.00 0.00 0.00 0.00
43 55 Xxxxx, XX No 0.00 0.00 0.00 0.00
44 Xxxxxxx X. Xxxxx, Xxxxx X. Xxxxxxx No 0.00 0.00 0.00 0.00
45 Xxxx X. Xxxxxxx, Xx., Xxxxxxx Crossed 1,507,000.0 0.00 0.00 0.00 0.00
46 Xxxxx X. Xxxxxxx No 0.00 0.00 0.00 0.00
47 Xxxxxx Xxxxx, Xxxxx Xxxxx No 0.00 191,437.50 25,000.00 150,000.00
48 Xxxx X. Xxxxxx 250,000.0 0.00 0.00 0.00 0.00
49 XX XX Green Valley Town & Country LLC No 0.00 0.00 0.00 0.00
50 Xxxx Xxxxxxxx No 0.00 600,000.00 0.00 0.00
51 CFO2 Palm Beach, L.P. No 0.00 140,850.00 0.00 0.00
53 XX XX Dublin Retail Center LP No 0.00 0.00 0.00 0.00
56 FR Net Lease Co-Investment Program 13, LLC No 0.00 0.00 0.00 0.00
57 Continental Development Corporation No 0.00 2,187.50 0.00 0.00
58 PK III Tacoma Central LLC No 0.00 0.00 0.00 0.00
61 Xxxxx Xxxxxxxxx No 0.00 0.00 0.00 0.00
62 Xxxxx X. Xxxxx, Xxxxxxxxxxx X. Xxxxxx No 0.00 0.00 0.00 0.00
Xxxxx X. Xxxxxxxx, Xxxxx X. Xxxxxx, Xxxxx
64 Xxxxx-Xxxxxxxxx No 0.00 0.00 0.00 0.00
65 Xxxxxx Xxxxxxx No 0.00 0.00 0.00 0.00
66 Xxxxxx Xxxxxx, Xxxxx X. Xxxxxxxxx No 73,524.00 6,500.00 0.00 0.00
66.01
66.02
66.03
66.04
68 PK III Fairmont SC LP No 0.00 0.00 0.00 0.00
Xxxxxxx X. Xxxxxxx, Xxxxx Xxxxxxxxx, Xxxxxxx
69 Xxxxxxxx, and Xxxxxxx Xxxxxxxxxx No 0.00 0.00 0.00 0.00
73 The LCP Group, L.P. No 0.00 0.00 0.00 0.00
Xxxxxx X. Xxxxx, Xxxxxxxx Xxxxx, Xxxxx Xxxxx,
Jr., Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxx,
Xxxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx and Xxxxx
77 Hallran No 216,000.00 3,750.00 0.00 832,000.00
78 Xxxxxx Xxxxxx No 0.00 96,750.00 0.00 0.00
00 XX X Xxxxxx Xxxxx Xxxxx LLC No 0.00 0.00 0.00 0.00
Xxxx X. Xxxxx & Co., Ltd., A Texas Limited
83 Partnership No 0.00 56,250.00 0.00 0.00
86 Xxxxxxxx X. Xxxxx No 0.00 0.00 0.00 0.00
89 Xxxxxx X. Key No 0.00 0.00 0.00 310,000.00
93 Xxxx XxXxxxxxx No 0.00 0.00 0.00 0.00
94 Claus Dieckell No 197,395.00 0.00 0.00 0.00
97 Xxxxxxx X. Xxxxxxxx 312,500.0 0.00 0.00 0.00 0.00
99 Xxxxxx Xxxxx, Xxx Xxxxxxxxx No 0.00 48,970.00 0.00 300,000.00
102 XX XX Creekside Center LP No 0.00 0.00 0.00 0.00
103 Xxxxxxxx Xxxxxxxxxxx No 0.00 0.00 0.00 0.00
104 Quincy Investment Holdings, LLC No 0.00 0.00 0.00 500,000.00
105 PK I Panther Lake LLC No 0.00 0.00 0.00 0.00
109 Xxxxxx Xxxxx, Xxxx Xxxxx Xxxxx No 0.00 103,816.25 0.00 60,000.00
110 R. Xxxxx Xxxxxxx, J. Xxxxx Xxxx III No 0.00 0.00 0.00 0.00
111 Xxxx Xxxxxxxxxx No 0.00 0.00 0.00 0.00
112 Xxxxxx Xxxxxx No 0.00 0.00 0.00 0.00
113 Xxxxxxx X. Xxxxxxx, XX., Xxxxxxx X. Xxxxxxxxxx No 0.00 0.00 0.00 0.00
115 Xxxxxx X. Xxxxxx XX No 0.00 0.00 0.00 0.00
116 Xxxx X. XxXxxxx, Xx., Xxxxxxx Crossed 598,000.0 0.00 0.00 0.00 0.00
Xxxxxxx Xxxxxxxxxx, Xxxxxxx Xxxxxxxxxx, Xxxxxxx
118 Xxxxx, Xxxxx Xxxxx No 0.00 0.00 0.00 0.00
120 R. Xxxxx Xxxxxxx, J. Xxxxx Xxxx, III No 0.00 3,750.00 0.00 0.00
121 Xxxx X. XxXxxxx, Xx., Xxxxxxx Crossed 584,000.0 0.00 0.00 0.00 0.00
124 Xxxxxx Xxxxxxx No 0.00 0.00 0.00 250,000.00
129 Montecito Medical Investment Company, LLC No 0.00 4,000.00 0.00 0.00
000 Xxxx Xxxxxxxxx No 0.00 6,250.00 0.00 0.00
132 AHP LLC No 0.00 3,750.00 0.00 300,000.00
133 American Spectrum Realty, Inc. No 0.00 6,125.00 0.00 0.00
Xxxxxx Xxxxxxx Love Trust for Xxxxxx Xxxxxxx
135 Love, Jr. No 3,467.96 0.00 0.00 50,000.00
136 Xxxxxx X. Xxxxx No 0.00 11,820.00 0.00 0.00
139 Xxxxxx Xxxxx, Xxxx X. Land, Xxxxx Xxxxx No 0.00 0.00 0.00 0.00
141 Xxxxxx Xxxxx No 0.00 0.00 0.00 0.00
142 Xxxxxx Xxxxx, Xxxx X. Land, Xxxxx Xxxxx No 0.00 0.00 0.00 190,000.00
143 XX XX Oceanside Town & Country LP No 0.00 0.00 0.00 0.00
145 Xxxxx Xxxxx and XXX Xxxxxx No 0.00 51,676.25 0.00 300,000.00
146 Xxxxxx X Xxxxxxx No 0.00 0.00 0.00 0.00
149 Xxxx X. Xxxxx, Xxxxx X. Xxxxx No 0.00 0.00 0.00 0.00
150 Xxxxxxxxx Xxxxx No 0.00 0.00 0.00 0.00
153 Xxxxxx Xxxxxxxx, Xxxxx Xxx No 0.00 0.00 0.00 0.00
158 Xxxxxx Xxxxxx No 0.00 0.00 0.00 0.00
159 Xxxx X. XxXxxxx, Xx., Xxxxxxx Crossed 432,000.0 0.00 0.00 0.00 0.00
160 Xxxxxxx Xxxxxx and Xxxxxx Xxxxxx No 0.00 0.00 0.00 0.00
162 Xxxxx X. Xxxxx 60,000.0 0.00 0.00 0.00 0.00
164 Xxxxxxxx Xxxxxxxxx No 0.00 0.00 0.00 0.00
167 Xxxxxx X. X'Xxxx, Xx. No 0.00 0.00 0.00 0.00
168 Xxxxxx X. Xxxxxxx and Xxxxx Xxxxxx No 0.00 0.00 0.00 0.00
171 Xxxxxx Xxxxx, Xxx Xxxxxxxxx No 0.00 0.00 0.00 0.00
172 Xxxxxxx Xxxxxxxxx No 0.00 0.00 0.00 80,000.00
175 Xxxxx Xxxxxxxx, Xxxx Xxxxxxxx, Xxx Xxxxxxxxx 854,000.0 0.00 0.00 0.00 0.00
176 Xxxx Xxxxxxxxx No 0.00 0.00 0.00 0.00
177 Xxxx Operating Partnership II, LP No 0.00 0.00 0.00 0.00
178 Xxx Xxxxx, Xxxxxxx Xxxxxxxxxxx 350,000.0 140,000.00 3,325.00 0.00 70,285.00
180 Xxxxx Xxxx No 0.00 0.00 0.00 150,000.00
182 Xxxxxx Xxxxx, Xxxxx X. Xxxx, Xxxx X. Xxxxxx No 0.00 0.00 30,500.00 0.00
184 Tarragon Corporation No 0.00 0.00 0.00 0.00
185 Xxxxxx Xxxxx, Xxxx Xxxxx Xxxxx No 0.00 0.00 0.00 25,000.00
Xxxx Caller, Xxxxxx X. Xxxxxx, J. Xxxxxx
186 Smyjunas 325,000.0 0.00 0.00 0.00 0.00
190 Xxxxxxx X. Xxxxx, Xxxxxx Xxxxxxx Xxxxx, IV 200,000.0 0.00 0.00 0.00 0.00
191 Meisel's, Inc. No 0.00 0.00 0.00 0.00
192 Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx No 0.00 0.00 0.00 0.00
193 Xxxxxx X. Xxxxxx III, Xxxxxx X. Xxxxxxxx, Xx. No 0.00 0.00 0.00 0.00
196 Xxxxx X. Xxxxx No 0.00 0.00 0.00 0.00
Xxxxxxx X. Xxxxxx, Xxxxx Caledonia, X. Xxxxx
198 Xxxxxxxx No 0.00 0.00 0.00 0.00
200 Xxxx X. XxXxxxx, Xx., Xxxxxxx Crossed 262,000.0 0.00 0.00 0.00 0.00
000 Xxxxxx X. Xxxx No 0.00 11,812.50 0.00 55,000.00
206 Xxxxxxxx Xxxxxxx No 0.00 10,000.00 0.00 0.00
207 Xxxxx Xxxxx No 0.00 3,750.00 14,000.00 0.00
208 Xxxxxx X. Xxxxx, Xxxxxx X. Xxxxx No 0.00 0.00 0.00 0.00
209 Xxxx Operating Partnership II, LP No 0.00 0.00 0.00 0.00
Xxxxx Xxxxxxxx, Xxxxx Xxxxxxxx, Xxxxxxx Xxxxx,
212 Xxxxxxxxx Xxxxxx No 0.00 0.00 0.00 0.00
214 Xxxxxx X. Xxxxx No 0.00 0.00 0.00 0.00
215 Xxxxxx Xxxxxxxxx No 96,852.00 208,397.50 0.00 0.00
217 Devonshire Development Company LLC No 0.00 3,750.00 0.00 0.00
218 Xxxx Operating Partnership II, LP No 0.00 0.00 0.00 0.00
220 Xxxx Operating Partnership II, LP No 0.00 0.00 0.00 0.00
222 Xxxxxx X. Xxxxx No 0.00 99,711.00 0.00 0.00
223 Xxxxxx X. Xxxxx No 0.00 11,250.00 0.00 0.00
UPFRONT ESCROW MONTHLY ESCROW
--------------------------------------------- ---------------------------------------------------------------------
Monthly Monthly Monthly Monthly
Upfront RE Tax Upfront Ins. Upfront Other Capex Envir. TI/LC Monthly RE Monthly Other
Loan # Reserve Reserve Reserve Reserve Reserve Reserve Tax Reserve Ins. Reserve Reserve
------ -------------- ------------ ------------- -------- ------- -------- ----------- ------------ -------
1 4,718,404.41 72,938.00 3,702,491.23 3106.97 0.00 83333.00 1179601.10 72938.00 0.00
2 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
2.01
2.02
2.03
2.04
2.05
2.06
2.07
2.08
2.09
2.1
2.11
2.12
2.13
2.14
2.15
2.16
3 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
3.01
3.02
3.03
3.04
3.05
3.06
3.07
3.08
3.09
3.1
3.11
3.12
3.13
3.14
8 209,688.07 0.00 0.00 4496.53 0.00 0.00 69896.02 0.00 0.00
10 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.1
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.2
11.99 236,576.97 0.00 1,668,694.38 0.00 0.00 0.00 21507.00 0.00 0.00
11 166,925.29 0.00 1,668,694.38 0.00 0.00 0.00 15175.03 0.00 0.00
11.01
11.02
11.03
12 69,651.68 0.00 0.00 0.00 0.00 0.00 6331.97 0.00 0.00
14 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
14.01
14.02
14.03
14.04
14.05
14.06
14.07
14.08
14.09
14.1
14.11
14.12
14.13
14.14
14.15
14.16
15 245,620.74 154,934.08 0.00 8825.00 0.00 0.00 61405.19 14084.92 0.00
17 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
19 0.00 0.00 1,194,228.00 0.00 0.00 0.00 0.00 0.00 0.00
22 110,673.87 31,677.00 891,900.00 1403.41 0.00 2526.13 22134.77 3519.67 0.00
23 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
24 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
30 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
32 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
33 69,347.35 17,250.00 0.00 1540.14 0.00 0.00 17336.84 8625.00 0.00
34 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
36 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
37 531,390.17 14,385.00 0.00 10124.02 0.00 0.00 40876.17 7192.50 0.00
40 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
41 108,172.20 4,351.44 0.00 0.00 0.00 0.00 27043.05 2175.72 0.00
43 0.00 0.00 214,179.00 0.00 0.00 0.00 0.00 0.00 0.00
44 77,495.67 0.00 0.00 0.00 0.00 0.00 19373.92 0.00 0.00
45 146,597.54 29,089.50 0.00 0.00 0.00 0.00 22702.21 9696.50 0.00
46 0.00 0.00 0.00 6134.43 0.00 0.00 0.00 0.00 0.00
47 83,783.23 12,655.32 0.00 441.67 0.00 5833.33 27927.74 4218.44 0.00
48 98,128.75 51,158.33 0.00 28065.50 0.00 0.00 24532.19 12789.58 0.00
49 0.00 0.00 0.00 3333.33 0.00 0.00 0.00 0.00 0.00
50 0.00 0.00 0.00 5000.00 0.00 0.00 27471.51 0.00 0.00
51 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
53 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
56 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
57 16,187.98 5,214.63 0.00 1666.67 0.00 0.00 48563.96 1303.65 0.00
58 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
61 0.00 0.00 0.00 20226.25 0.00 0.00 0.00 0.00 0.00
62 46,604.83 7,625.33 0.00 0.00 0.00 0.00 23302.41 3812.67 0.00
64 31,322.74 52,419.50 0.00 5740.43 0.00 0.00 15661.37 4992.33 0.00
65 31,268.55 851.42 1,515,318.44 1004.67 0.00 3500.00 15634.27 851.42 0.00
66 38,126.14 20,864.46 0.00 4553.50 0.00 13000.00 13481.73 7653.77 0.00
66.01
66.02
66.03
66.04
68 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
69 4,047.08 3,333.57 114,000.00 546.11 0.00 2085.00 1349.03 1250.24 0.00
73 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
77 51,040.74 6,320.52 24,000.00 0.00 0.00 0.00 10208.15 3160.26 0.00
78 106,401.22 1,742.25 0.00 2312.92 0.00 0.00 17733.54 580.75 0.00
79 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
83 89,288.21 9,657.92 29,762.74 1513.83 0.00 0.00 1485.83 0.00 0.00
86 40,011.75 3,973.17 0.00 592.75 0.00 3333.33 40011.75 1986.58 0.00
89 15,060.96 6,594.50 499,382.00 586.00 0.00 0.00 1255.08 1099.08 0.00
93 14,769.32 17,926.67 32,369.00 844.33 0.00 1833.33 14769.32 1792.67 0.00
94 36,669.74 12,833.26 0.00 728.38 0.00 4000.00 9167.43 1166.66 0.00
97 13,394.54 5,292.86 0.00 1398.44 0.00 0.00 13394.54 2646.43 0.00
99 87,654.54 16,288.33 0.00 1162.02 0.00 0.00 22564.53 1628.83 0.00
102 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
103 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
104 30,860.41 0.00 0.00 0.00 0.00 0.00 15430.21 0.00 0.00
105 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
109 49,266.50 6,498.00 155,000.00 218.32 0.00 3000.00 8211.08 722.08 0.00
110 62,674.40 10,063.85 0.00 9750.00 0.00 0.00 4821.11 2012.77 0.00
111 15,190.46 31,010.66 0.00 1405.14 0.00 5186.00 15190.46 3876.33 0.00
112 17,578.14 4,811.50 0.00 688.75 0.00 4583.33 4394.54 2405.75 0.00
113 0.00 0.00 0.00 0.00 0.00 0.00 6531.77 0.00 0.00
115 44,867.16 6,595.33 0.00 1110.39 0.00 4150.18 14955.72 3297.67 0.00
116 66,358.25 17,458.67 0.00 0.00 0.00 0.00 16810.58 2182.33 0.00
118 20,736.56 11,817.75 1,300,000.00 0.00 0.00 0.00 10368.28 3939.25 0.00
120 67,611.57 21,486.83 0.00 8900.00 0.00 0.00 5200.89 2148.68 0.00
121 67,950.92 13,618.00 0.00 0.00 0.00 0.00 16626.92 1702.25 0.00
124 10,870.67 2,876.00 126,762.00 1553.17 0.00 6753.00 5435.33 1438.00 0.00
129 14,115.88 17,301.25 0.00 713.33 0.00 1471.00 7340.26 5767.08 0.00
131 8,582.61 783.58 155,000.00 531.98 0.00 2659.87 2860.87 783.58 0.00
132 16,547.13 6,166.33 0.00 6606.24 0.00 0.00 8273.57 3083.17 0.00
133 22,911.23 15,510.56 0.00 1824.34 0.00 4133.67 11455.61 1632.69 0.00
135 10,284.06 9,407.42 80,000.00 0.00 0.00 4166.67 10284.06 1343.92 0.00
136 105,497.67 0.00 0.00 602.97 0.00 0.00 17582.94 0.00 0.00
139 60,074.11 1,349.42 0.00 1202.31 0.00 0.00 12014.82 1349.42 0.00
141 0.00 2,640.33 0.00 4238.52 0.00 0.00 1613.25 1320.17 0.00
142 46,392.48 10,627.50 0.00 1304.84 0.00 0.00 9278.48 817.50 0.00
143 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
145 107,342.25 7,526.50 0.00 3171.73 0.00 0.00 21468.45 1254.42 0.00
146 62,534.79 7,978.00 0.00 0.00 0.00 0.00 13211.33 997.25 0.00
149 10,919.42 42,420.83 0.00 0.00 0.00 0.00 10919.42 6060.12 0.00
150 23,804.91 28,481.88 0.00 2392.50 0.00 0.00 23804.91 5696.38 0.00
153 5,532.32 2,204.67 0.00 4524.70 0.00 0.00 2766.16 1102.33 0.00
158 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
159 43,264.00 7,532.58 0.00 0.00* 0.00 0.00 10816.00 1076.08 0.00
160 27,328.81 2,508.67 0.00 1466.43 0.00 1483.67 6832.20 1254.33 0.00
162 43,392.76 2,107.88 0.00 757.36 0.00 2524.54 10848.19 1053.94 0.00
164 16,545.50 1,446.50 0.00 549.67 0.00 0.00 8272.75 723.25 0.00
167 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
168 49,335.48 7,074.08 0.00 0.00 0.00 0.00 0.00 0.00 0.00
171 35,652.53 8,015.00 47,000.00 582.92 0.00 1833.33 9177.88 801.50 0.00
172 15,849.82 7,392.00 50,000.00 768.51 0.00 2251.33 7924.91 924.00 0.00
175 9,938.74 4,210.50 0.00 1800.00 0.00 6000.00 9938.74 701.75 0.00
176 16,447.06 6,316.66 137,000.00 694.10 0.00 2328.66 8223.53 1579.16 0.00
177 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
178 19,950.00 0.00 0.00 604.66 0.00 0.00 6650.20 1326.50 0.00
180 5,472.27 14,254.17 0.00 307.81 0.00 4166.70 5472.27 1295.83 0.00
182 18,911.43 1,400.00 0.00 1267.00 0.00 0.00 4727.86 233.33 0.00
184 5,905.95 19,436.25 0.00 675.33 0.00 2083.33 1968.65 2159.58 0.00
185 20,921.33 1,917.69 0.00 232.25 0.00 1000.00 5230.33 547.91 0.00
186 0.00 0.00 0.00 311.42 0.00 2076.16 0.00 0.00 8335.00
190 6,254.13 1,831.96 0.00 1301.00 0.00 0.00 3127.06 915.98 0.00
191 26,694.17 32,055.00 0.00 3500.00 0.00 0.00 8898.06 3205.50 0.00
192 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
193 14,872.42 13,445.34 0.00 1455.04 0.00 0.00 7436.21 1222.30 0.00
196 30,847.08 2,036.28 0.00 222.00 0.00 2500.00 6169.42 509.07 0.00
198 9,840.84 3,102.08 0.00 0.00 0.00 0.00 4920.42 620.42 0.00
200 52,299.33 17,702.00 0.00 0.00 0.00 0.00 7471.33 2212.75 0.00
201 2,454.42 1,594.50 0.00 750.00 0.00 0.00 1227.21 797.25 0.00
206 31,850.00 3,550.00 0.00 749.00 0.00 2500.00 10616.67 591.67 0.00
207 5,800.93 2,500.75 0.00 375.00 0.00 1250.00 2900.46 833.58 0.00
208 3,543.91 0.00 0.00 0.00 0.00 0.00 1771.95 0.00 0.00
209 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
212 11,090.49 977.67 0.00 226.87 0.00 1500.00 1848.42 244.42 0.00
214 3,390.58 0.00 0.00 425.00 0.00 0.00 847.65 0.00 0.00
215 11,610.10 4,185.08 0.00 0.00 0.00 1005.80 5805.05 4185.08 0.00
217 6,400.33 670.00 18,060.00 101.08 0.00 960.29 1600.08 335.00 0.00
218 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
220 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
222 7,320.96 0.00 0.00 460.70 0.00 0.00 1830.24 0.00 0.00
223 30,593.84 0.00 0.00 270.83 0.00 0.00 7648.46 0.00 0.00
Remaining
Interest Final Amortization
Grace Lockbox Defeasance Accrual Loan Maturity Term for
Loan # Period In-place Property Type Permitted Period Group Date Balloon Loans
------ ------ -------- -------------------- ---------- ---------- ----- -------- -------------
1 0 Yes Office Yes Actual/360 1
2 7 Yes Retail Yes Actual/360 1
2.01 7 Retail 1
2.02 7 Retail 1
2.03 7 Retail 1
2.04 7 Retail 1
2.05 7 Retail 1
2.06 7 Retail 1
2.07 7 Retail 1
2.08 7 Retail 1
2.09 7 Retail 1
2.1 7 Retail 1
2.11 7 Retail 1
2.12 7 Retail 1
2.13 7 Retail 1
2.14 7 Retail 1
2.15 7 Retail 1
2.16 7 Retail 1
3 5 No Various No Actual/360 1
3.01 5 Office 1
3.02 5 Industrial 1
3.03 5 Industrial 1
3.04 5 Industrial 1
3.05 5 Industrial 1
3.06 5 Industrial 1
3.07 5 Industrial 1
3.08 5 Industrial 1
3.09 5 Industrial 1
3.1 5 Industrial 1
3.11 5 Industrial 1
3.12 5 Industrial 1
3.13 5 Office 1
3.14 5 Office 1
8 0 Yes Office Yes Actual/360 1
10 5 Yes Industrial Yes Actual/360 1
10.01 5 Industrial 1
10.02 5 Industrial 1
10.03 5 Industrial 1
10.04 5 Industrial 1
10.05 5 Industrial 1
10.06 5 Industrial 1
10.07 5 Industrial 1
10.08 5 Industrial 1
10.09 5 Industrial 1
10.1 5 Industrial 1
10.11 5 Industrial 1
10.12 5 Industrial 1
10.13 5 Industrial 1
10.14 5 Industrial 1
10.15 5 Industrial 1
10.16 5 Industrial 1
10.17 5 Industrial 1
10.18 5 Industrial 1
10.19 5 Industrial 1
10.2 5 Industrial 1
11.99 7 Yes Various Yes Actual/360 1
11 7 Yes Mixed Use Yes Actual/360 1
11.01 7 Mixed Use 1
11.02 7 Mixed Use 1
11.03 7 Mixed Use 1
12 7 Yes Office Yes Actual/360 1
14 0 No Industrial Yes Actual/360 1
14.01 0 Industrial 1
14.02 0 Industrial 1
14.03 0 Industrial 1
14.04 0 Industrial 1
14.05 0 Industrial 1
14.06 0 Industrial 1
14.07 0 Industrial 1
14.08 0 Industrial 1
14.09 0 Industrial 1
14.1 0 Industrial 1
14.11 0 Industrial 1
14.12 0 Industrial 1
14.13 0 Industrial 1
14.14 0 Industrial 1
14.15 0 Industrial 1
14.16 0 Industrial 1
15 5 Yes Office Yes Actual/360 1 360
17 0 Yes Office Yes Actual/360 1 360
19 0 No Retail Yes Actual/360 1
22 5 Yes Retail Yes Actual/360 1
23 0 No Retail Yes Actual/360 1
24 5 No Retail Yes Actual/360 1
30 0 No Retail Yes Actual/360 1
32 0 No Retail Yes Actual/360 1
33 7 No Mixed Use Yes Actual/360 1 360
34 0 No Retail Yes Actual/360 1
36 0 No Retail Yes Actual/360 1
37 10 No Multifamily Yes Actual/360 2 360
40 0 No Retail Yes Actual/360 1
41 10 No Office Yes Actual/360 1 360
43 7 No Office Yes Actual/360 1 360
44 7 No Retail Yes Actual/360 1 360
45 7 No Multifamily Yes Actual/360 2 360
46 7 No Multifamily Yes Actual/360 2
47 7 Yes Office Yes Actual/360 1 360
48 7 No Hotel Yes Actual/360 1 360
49 0 No Retail Yes Actual/360 1
50 7 No Multifamily Yes Actual/360 2
51 0 No Mixed Use Yes Actual/360 1
53 0 No Retail Yes Actual/360 1
56 7 No Industrial Yes Actual/360 1 360
57 5 No Retail Yes Actual/360 1 360
58 0 No Retail Yes Actual/360 1
61 7 No Hotel Yes Actual/360 1 360
62 7 No Multifamily Yes Actual/360 2 360
64 7 No Multifamily Yes Actual/360 2 360
65 7 No Retail Yes Actual/360 1 360
66 0 Yes Various Yes Actual/360 1 360
66.01 0 Office 1 360
66.02 0 Office 1 360
66.03 0 Industrial 1 360
66.04 0 Industrial 1 360
68 0 No Retail Yes Actual/360 1
69 7 No Industrial Yes Actual/360 1 360
73 7 Yes Industrial Yes Actual/360 1 360
77 10 No Office Yes Actual/360 1 360
78 10 No Mixed Use No Actual/360 1
79 0 No Retail Yes Actual/360 1
83 10 No Retail Yes Actual/360 1 360
86 7 Yes Office Yes Actual/360 1 360
89 7 No Retail No Actual/360 1 360
93 7 No Retail Yes Actual/360 1 360
94 7 No Office Yes Actual/360 1 360
97 7 No Retail Yes Actual/360 1 360
99 7 No Industrial Yes Actual/360 1 360
102 0 No Retail Yes Actual/360 1
103 7 No Industrial Yes Actual/360 1 360
104 7 No Office Yes Actual/360 1 360
105 0 No Retail Yes Actual/360 1
109 7 Yes Mixed Use Yes Actual/360 1 360
110 7 No Hotel Yes Actual/360 1 360
111 7 No Retail Yes Actual/360 1 360
112 7 No Retail Yes Actual/360 1 360
113 7 No Self-Storage Yes Actual/360 1 360
115 7 No Mixed Use Yes Actual/360 1 360
116 7 No Multifamily Yes Actual/360 2 360
118 7 Yes Hotel No Actual/360 1 360
120 7 No Hotel Yes Actual/360 1 360
121 7 No Multifamily Yes Actual/360 2 360
124 7 No Office Yes Actual/360 1 360
129 7 No Office Yes Actual/360 1 360
131 7 Yes Industrial Yes Actual/360 1 360
132 7 No Industrial Yes Actual/360 1 360
133 7 No Office Yes Actual/360 1 360
135 7 No Mixed Use Yes Actual/360 1
136 10 No Manufactured Housing Yes Actual/360 2 360
139 7 No Multifamily Yes Actual/360 2 360
141 7 No Hotel Yes Actual/360 1 360
142 7 No Office Yes Actual/360 1 360
143 0 No Retail Yes Actual/360 1
145 7 No Office Yes Actual/360 1 360
146 10 No Industrial Yes Actual/360 1 180
149 7 No Retail Yes Actual/360 1 360
150 7 No Industrial Yes Actual/360 1 360
153 7 No Hotel Yes Actual/360 1 300
158 10 Yes Industrial Yes Actual/360 1 360
159 7 No Multifamily Yes Actual/360 2 360
160 7 Yes Industrial Yes Actual/360 1 324
162 7 No Retail Yes Actual/360 1 360
164 7 No Retail Yes Actual/360 1 360
167 7 Yes Retail Yes Actual/360 1 300
168 10 No Industrial Yes Actual/360 1 180
171 7 No Industrial Yes Actual/360 1 360
172 7 No Retail Yes Actual/360 1 360
175 10 No Mixed Use Yes Actual/360 1 300
176 7 No Retail Yes Actual/360 1 360
177 8 No Retail Yes Actual/360 1
178 7 No Office Yes Actual/360 1
180 7 No Retail Yes Actual/360 1 360
182 7 No Multifamily Yes Actual/360 2 360
184 7 No Retail Yes Actual/360 1 360
185 7 Yes Mixed Use Yes Actual/360 1 360
186 7 No Retail Yes Actual/360 1 360
190 7 No Self-Storage No Actual/360 1 360
191 7 No Multifamily Yes Actual/360 2 360
192 7 Yes Office Yes Actual/360 1 240
193 7 No Multifamily Yes Actual/360 2
196 7 No Retail Yes Actual/360 1 360
198 7 No Self-Storage No Actual/360 1 360
200 7 No Multifamily Yes Actual/360 2 360
201 7 No Retail Yes Actual/360 1 360
206 7 No Mixed Use Yes Actual/360 1 360
207 7 No Mixed Use No Actual/360 1 360
208 7 Yes Retail Yes Actual/360 1 360
209 8 No Retail Yes Actual/360 1
212 7 No Industrial Yes Actual/360 1 360
214 7 No Manufactured Housing Yes Actual/360 1 360
215 7 No Retail Yes Actual/360 1 360
217 7 No Retail No Actual/360 1 360
218 8 Yes Retail Yes Actual/360 1
220 8 Yes Retail Yes Actual/360 1
222 7 No Manufactured Housing Yes Actual/360 1 360
223 7 No Manufactured Housing Yes Actual/360 1 360
EXHIBIT B
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
(1) No Mortgage Loan is 30 days or more delinquent in payment of
principal and interest (without giving effect to any applicable grace period)
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 and
Sale Agreement, dated as of the date hereof between 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 and Sale Agreement, dated as of the date hereof
between 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 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). As of the Closing Date, to the Seller's
knowledge, 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). 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
clause (20) hereof, leasehold title to the related Mortgaged Property comprising
real estate subject to any Permitted Encumbrances.
(8) The Seller has received an American Land Title Association
(ALTA) lender's title insurance policy or a comparable form of lender's title
insurance policy (or escrow instructions binding on the Title Insurer (as
defined below) and irrevocably obligating the Title Insurer to issue such title
insurance policy, 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, 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 and rents from
the Seller to the Purchaser. The endorsement of the related Mortgage Note by the
Seller constitutes the legal, valid, binding and enforceable (except as such
enforcement may be limited by anti-deficiency laws or bankruptcy, receivership,
conservatorship, reorganization, insolvency, moratorium or other similar laws
affecting the enforcement of creditors' rights generally, and by general
principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law)) assignment of such Mortgage Note, and together
with such Assignment of Mortgage and the related assignment of assignment of
leases and rents, legally and validly conveys all right, title and interest in
such Mortgage Loan and Mortgage Loan documents to the Purchaser.
(10) (a) The Mortgage Loan documents for each Mortgage Loan provide
that such Mortgage Loan is non-recourse to the related parties thereto except
that the related Mortgagor and at least one individual or entity shall be fully
liable for actual losses, liabilities, costs and damages arising from acts
generally including 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, generally due to (i) the misapplication or
misappropriation of rents, insurance proceeds or condemnation awards, (ii) any
act of actual waste, and (iii) any breach of the environmental covenants
contained in the related Mortgage Loan documents.
(b) The Mortgage Loan documents for each Mortgage Loan
contain enforceable provisions such as to render the rights
and remedies of the holder thereof adequate for the
practical realization against the Mortgaged Property of the
principal benefits of the security intended to be provided
thereby, including realization by judicial or, if
applicable, non-judicial foreclosure, and there is no
exemption available to the related Mortgagor which would
interfere with such right of foreclosure except any
statutory right of redemption or as may be limited by
anti-deficiency or one form of action laws or by
bankruptcy, receivership, conservatorship, reorganization,
insolvency, moratorium or other similar laws affecting the
enforcement of creditors' rights generally, and by general
principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at
law).
(c) Each of the related Mortgage Notes and Mortgages are
the legal, valid and binding obligations of the related
Mortgagor named on the Mortgage Loan Schedule and each of
the other related Mortgage Loan documents is the legal,
valid and binding obligation of the parties thereto
(subject to any non-recourse provisions therein),
enforceable in accordance with its terms, except as such
enforcement may be limited by anti-deficiency or one form
of action laws or bankruptcy, receivership,
conservatorship, reorganization, insolvency, moratorium or
other similar laws affecting the enforcement of creditors'
rights generally, and by general principles of equity
(regardless of whether such enforcement is considered in a
proceeding in equity or at law), and except that certain
provisions of such Mortgage Loan documents are or may be
unenforceable in whole or in part under applicable state or
federal laws, but the inclusion of such provisions does not
render any of the Mortgage Loan documents invalid as a
whole, and such Mortgage Loan documents taken as a whole
are enforceable to the extent necessary and customary for
the practical realization of the principal rights and
benefits afforded thereby.
(d) The terms of the Mortgage Loans or the related
Mortgage Loan documents, have not been altered, impaired,
modified or waived in any material respect, except prior to
the Cut-off Date by written instrument duly submitted for
recordation, to the extent required, and as specifically
set forth in the related Mortgage File.
(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 shall not have been 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, giving
effect to any applicable notice and/or grace period, and, to the Seller's
knowledge, as of the Closing Date, there is no other material default under any
of the related Mortgage Loan documents, 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 escrowed pursuant to the terms of the related Mortgage Loan documents) and
there are no future advances required to be made by the mortgagee under any of
the related Mortgage Loan documents. Any requirements under the related Mortgage
Loan documents regarding the completion of any on-site or off-site improvements
and to disbursements of any escrow funds therefor have been or are being
complied with or such escrow funds are still being held. The value of the
Mortgaged Property relative to the value reflected in the most recent appraisal
thereof is not impaired by any improvements which have not been completed. The
Seller has not, nor, to the Seller's knowledge, have any of its agents or
predecessors in interest with respect to the Mortgage Loans, in respect of such
Mortgage Loan, 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, except for ARD Loans, negative amortization 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 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 clause (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 clause (37)
hereof, as of the Closing Date, the related Mortgaged Property is, in all
material respects, in compliance with, and is used and occupied in accordance
with, all restrictive covenants of record applicable to such Mortgaged Property
and applicable zoning laws and all inspections, licenses, permits and
certificates of occupancy required by law, ordinance or regulation to be made or
issued with regard to the Mortgaged Property have been obtained and are in full
force and effect, except to the extent (a) any material non-compliance with all
restrictive covenants of record applicable to such Mortgage Property or
applicable zoning laws is insured by an ALTA lender's title insurance policy (or
binding commitment therefor), or the equivalent as adopted in the applicable
jurisdiction, or a law and ordinance insurance policy, or (b) the failure to
obtain or maintain such inspections, licenses, permits or certificates of
occupancy does not materially impair or materially and adversely affect the use
and/or operation of the Mortgaged Property as it was used and operated as of the
date of origination of the Mortgage Loan or the rights of a holder of the
related Mortgage Loan.
(17) All (a) taxes, water charges, sewer rents, assessments or other
similar outstanding governmental charges and governmental assessments which
became due and owing prior to the Closing Date in respect of the related
Mortgaged Property (excluding any related personal property), and if left
unpaid, would be, or might become, a lien on such Mortgaged Property having
priority over the related Mortgage and (b) insurance premiums or ground rents
which became due and owing prior to the Closing Date in respect of the related
Mortgaged Property (excluding any related personal property) have been paid, or
if disputed, or if such amounts are not delinquent prior to the Closing Date, an
escrow of funds in an amount sufficient (together with escrow payments required
to be made prior to delinquency) to cover such taxes and assessments and any
late charges due in connection therewith has been established. As of the date of
origination, the related Mortgaged Property was one or more separate and
complete tax parcels. For purposes of this representation and warranty, the
items identified herein shall not be considered due and owing until the date on
which interest or penalties would be first payable thereon.
(18) To the Seller's knowledge based on surveys or the Title
Insurance Policy, none of the 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 no
improvements on adjoining properties encroach upon such Mortgaged Property,
except in each case for (a) immaterial encroachments which do not materially
adversely affect the security intended to be provided by the related Mortgage or
the use, enjoyment, value or marketability of such Mortgaged Property or (b)
encroachments affirmatively covered by the related Title Insurance Policy. With
respect to each Mortgage Loan, the property legally described in the survey, if
any, obtained for the related Mortgaged Property for purposes of the origination
thereof is the same as the property legally described in the Mortgage.
(19) (a) 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) The Mortgage Loans that are identified on Exhibit A as being
secured in whole or in part by a leasehold estate (a "Ground Lease") (except
with respect to any Mortgage Loan also secured by the related fee interest in
the Mortgaged Property), satisfy the following conditions:
(a) such Ground Lease or a memorandum thereof has been or
will be duly recorded; such Ground Lease, or other
agreement received by the originator of the Mortgage Loan
from the ground lessor, provides that the interest of the
lessee thereunder may be encumbered by the related Mortgage
and does not restrict the use of the related Mortgaged
Property by such lessee, its successors or assigns, in a
manner that would materially and adversely affect the
security provided by the Mortgage; as of the date of
origination of the Mortgage Loan, there was no material
change of record in the terms of such Ground Lease with the
exception of written instruments which are part of the
related Mortgage File and Seller has no knowledge of any
material change in the terms of such Ground Lease since the
recordation of the related Mortgage, with the exception of
written instruments which are part of the related Mortgage
File;
(b) such Ground Lease is not subject to any liens or
encumbrances superior to, or of equal priority with, the
related Mortgage, other than the related fee interest and
Permitted Encumbrances and such Ground Lease is, and shall
remain, prior to any mortgage or other lien upon the
related fee interest (other than the Permitted
Encumbrances) unless a nondisturbance agreement is obtained
from the holder of any such mortgage or lien on the fee
interest, which nondisturbance agreement is assignable to
or for the benefit of the related lessee and the related
mortgagee;
(c) such Ground Lease or another agreement received by
the originator of the Mortgage Loan from the ground lessor
provides that upon foreclosure of the related Mortgage or
assignment of the Mortgagor's interest in such Ground Lease
in lieu thereof, the mortgagee under such Mortgage is
entitled to become the owner of such interest upon notice
to, but without the consent of, the lessor thereunder and,
in the event that such mortgagee (or any of its successors
and assigns under the Mortgage) becomes the owner of such
interest, such interest is further assignable by such
mortgagee (or any of its successors and assigns under the
Mortgage) upon notice to such lessor, but without a need to
obtain the consent of such lessor;
(d) such Ground Lease is in full force and effect and no
default of tenant or ground lessor was in existence at
origination, or to the Seller's knowledge, is currently in
existence under such Ground Lease, nor at origination was,
or to the Seller's knowledge, is there any condition which,
but for the passage of time or the giving of notice, would
result in a default under the terms of such Ground Lease;
either such Ground Lease or a separate agreement contains
the ground lessor's covenant that it shall not amend,
modify, cancel or terminate such Ground Lease without the
prior written consent of the mortgagee under such Mortgage
and any amendment, modification, cancellation or
termination of the Ground Lease without the prior written
consent of the related mortgagee, or its successors or
assigns is not binding on such mortgagee, or its successor
or assigns;
(e) such Ground Lease or other agreement requires the
lessor thereunder to give written notice of any material
default by the lessee to the mortgagee under the related
Mortgage, provided that such mortgagee has provided the
lessor with notice of its lien in accordance with the
provisions of such Ground Lease; and such Ground Lease or
other agreement provides that no such notice of default and
no termination of the Ground Lease in connection with such
notice of default shall be effective against such mortgagee
unless such notice of default has been given to such
mortgagee and any related Ground Lease or other agreement
contains the ground lessor's covenant that it will give to
the related mortgagee, or its successors or assigns, any
notices it sends to the Mortgagor;
(f) either (i) the related ground lessor has subordinated
its interest in the related Mortgaged Property to the
interest of the holder of the Mortgage Loan or (ii) such
Ground Lease or other agreement provides that (A) the
mortgagee under the related Mortgage is permitted a
reasonable opportunity to cure any default under such
Ground Lease which is curable, including reasonable time to
gain possession of the interest of the lessee under the
Ground Lease, after the receipt of notice of any such
default before the lessor thereunder may terminate such
Ground Lease; (B) in the case of any such default which is
not curable by such mortgagee, or in the event of the
bankruptcy or insolvency of the lessee under such Ground
Lease, such mortgagee has the right, following termination
of the existing Ground Lease or rejection thereof by a
bankruptcy trustee or similar party, to enter into a new
ground lease with the lessor on substantially the same
terms as the existing Ground Lease; and (C) all rights of
the Mortgagor under such Ground Lease (insofar as it
relates to the Ground Lease) may be exercised by or on
behalf of such mortgagee under the related Mortgage upon
foreclosure or assignment in lieu of foreclosure;
(g) such Ground Lease has an original term (or an
original term plus one or more optional renewal terms that
under all circumstances may be exercised, and will be
enforceable, by the mortgagee or its assignee) which
extends not less than 20 years beyond the stated maturity
date of the related Mortgage Loan;
(h) under the terms of such Ground Lease and the related
Mortgage, taken together, any related insurance proceeds
will be applied either to the repair or restoration of all
or part of the related Mortgaged Property, with the
mortgagee under such Mortgage or a financially responsible
institution acting as trustee appointed by it, or consented
to by it, or by the lessor having the right to hold and
disburse such proceeds as the repair or restoration
progresses (except in such cases where a provision
entitling another party to hold and disburse such proceeds
would not be viewed as commercially unreasonable by a
prudent commercial mortgage lender), or to the payment in
whole or in part of the outstanding principal balance of
such Mortgage Loan together with any accrued and unpaid
interest thereon; and
(i) such Ground Lease does not impose any restrictions on
subletting which would be viewed as commercially
unreasonable by the Seller; such Ground Lease contains a
covenant (or applicable laws provide) that the lessor
thereunder is not permitted, in the absence of an uncured
default, to disturb the possession, interest or quiet
enjoyment of any lessee in the relevant portion of such
Mortgaged Property subject to such Ground Lease for any
reason, or in any manner, which would materially adversely
affect the security provided by the related Mortgage.
(21) (a) 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 (x) any
expenditure less than or equal to 5% of the outstanding
principal balance of the Mortgage Loan to achieve or
maintain compliance in all material respects with any
Environmental Laws or (y) 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 , in connection with
this clause (y), 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 include 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 I 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 an
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 (a) coverage in the amount
of the lesser of full replacement cost of such Mortgaged Property and the
outstanding principal balance of the related Mortgage Loan (subject to customary
deductibles) for 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 on a full replacement
cost basis of such Mortgaged Property (in some cases exclusive of foundations
and footings) with an agreed amount endorsement to avoid application of any
coinsurance provision; such policies contain a standard mortgage clause naming
mortgagee and its successor in interest as additional insureds or loss payee, as
applicable; (b) business interruption or rental loss insurance in an amount at
least equal to (i) 12 months of operations or (ii) in some cases all rents and
other amounts customarily insured under this type of insurance of the Mortgaged
Property; (c) flood insurance (if any portion of the improvements on the
Mortgaged Property is located in an area identified by the Federal Emergency
Management Agency ("FEMA"), with respect to certain Mortgage Loans and the
Secretary of Housing and Urban Development with respect to other Mortgage Loans,
as having special flood hazards) in an amount not 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 Investor Services, 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 instance, the PML was based on a return period of not less
than 100 years, an exposure period of 50 years and a 10% probability of
exceedence. If the resulting report concluded that the PML would exceed 20% of
the amount of the replacement costs of the improvements, earthquake insurance on
such Mortgaged Property was obtained by an insurer rated at least A-: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
Investor Services, Inc. To the Seller's actual knowledge, the insurer issuing
each of the foregoing insurance policies is qualified to write insurance in the
jurisdiction where the related Mortgaged Property is located.
(23) All amounts required to be deposited by each Mortgagor at
origination under the related Mortgage Loan documents have been deposited or
have been withheld from the related Mortgage Loan proceeds at origination and
there are no deficiencies with regard thereto.
(24) Whether or not a Mortgage Loan was originated by the Seller, to
the Seller's knowledge, with respect to each Mortgage Loan originated by the
Seller and each Mortgage Loan originated by any Person other than the Seller, as
of the date of origination of the related Mortgage Loan, and, to the Seller's
actual knowledge, with respect to each Mortgage Loan originated by the Seller
and any prior holder of the Mortgage Loan, as of the Closing Date, there are no
actions, suits, arbitrations or governmental investigations or proceedings by or
before any court or other governmental authority or agency now pending against
or affecting the Mortgagor under any Mortgage Loan or any of the Mortgaged
Properties which, if determined against such Mortgagor or such Mortgaged
Property, would materially and adversely affect the value of such Mortgaged
Property, the security intended to be provided with respect to the related
Mortgage Loan, or the ability of such Mortgagor and/or the current use of such
Mortgaged Property to generate net cash flow to pay principal, interest and
other amounts due under the related Mortgage Loan; and to the Seller's actual
knowledge there are no such actions, suits or proceedings threatened against
such Mortgagor.
(25) Each Mortgage Loan complied at origination, in all material
respects, with all of the terms, conditions and requirements of the Seller'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 (except
to the extent they have been disbursed for their intended purposes), and all
amounts required to be deposited by the applicable Mortgagor under the related
Mortgage Loan documents have been deposited, and there are no deficiencies with
regard thereto (subject to any applicable notice and cure period). All of the
Seller's interest in such escrows and deposits will be conveyed by the Seller to
the Purchaser hereunder.
(29) No two or more Mortgage Loans representing more than 5% of the
aggregate outstanding principal amount of all the mortgage loans included in the
Trust Fund 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 provide that it shall engage solely in the business of
owning and operating the Mortgaged Property and which does not engage in any
business unrelated to such property and the financing thereof, does not have any
assets other than those related to its interest in the Mortgaged Property or the
financing thereof or any indebtedness other than as permitted by the related
Mortgage or the other Mortgage Loan documents, and the organizational documents
of which require that it have its own separate books and records and its own
accounts, in each case which are separate and apart from the books and records
and accounts of any other Person.
(31) The gross proceeds of each Mortgage Loan to the related
Mortgagor at origination did not exceed the non-contingent principal amount of
the Mortgage Loan and either: (a) such Mortgage Loan is secured by an interest
in real property having a fair market value (i) at the date the Mortgage Loan
was originated at least equal to 80% of the original principal balance of the
Mortgage Loan or (ii) at the Closing Date at least equal to 80% of the original
principal balance of the Mortgage Loan on such date; provided that for purposes
hereof, the fair market value of the real property interest must first be
reduced by (A) the amount of any lien on the real property interest that is
senior to the Mortgage Loan and (B) a proportionate amount of any lien that is
in parity with the Mortgage Loan (unless such other lien secures a Mortgage Loan
that is cross-collateralized with such Mortgage Loan, in which event the
computation described in sub-clauses (a)(i) and (a)(ii) of this clause (31)
shall be made on a pro rata basis in accordance with the fair market values of
the Mortgaged Properties securing such cross-collateralized Mortgage Loan); or
(b) substantially all the proceeds of such Mortgage Loan were used to acquire,
improve or protect the real property which served as the only security for such
Mortgage Loan (other than a recourse feature or other third party credit
enhancement within the meaning of Treasury Regulations Section
1.860G-2(a)(1)(ii)). If the Mortgage Loan was "significantly modified" prior to
the Closing Date so as to result in a taxable exchange under Section 1001 of the
Code, it either (x) was modified as a result of the default or reasonably
foreseeable default of such Mortgage Loan or (y) satisfies the provisions of
either sub-clause (a)(i) above (substituting the date on the last such
modification for the date the Mortgage Loan was originated) or sub-clause
(a)(ii), including the proviso thereto. The Mortgage Loan is a "qualified
mortgage" within the meaning of Section 860G(a)(3) of the Code (but without
regard to the rule in Treasury Regulations Section 1.860G-2(f)(2)). Any
prepayment premium and yield maintenance charges applicable to the Mortgage Loan
constitute "customary prepayment penalties" within the meaning of Treasury
Regulations Section 1.860G-1(b)(2).
(32) Each of the Mortgage Loans 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
Mortgagors or transfers of passive interests so long as the key principals or
general partner retains control). The Mortgage Loan documents contain a "due on
encumbrance" clause, which provides for the acceleration of the payment of the
unpaid principal balance of the Mortgage Loan if the property subject to the
Mortgage or any controlling interest in the Mortgagor is further pledged or
encumbered, unless the prior written consent of the holder of the Mortgage Loan
is obtained (except that it may provide for assignments subject to the Mortgage
Loan holder's approval of transferee, transfers to affiliates or transfers of
passive interests so long as the key principals or general partner retains
control). 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) 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 either (a) the prior written consent
of, and compliance with the conditions set by, the holder of the Mortgage Loan
to any defeasance, or (b)(i) the replacement collateral consist of U.S.
"government securities," within the meaning of Treasury Regulations Section
1.860 G-2(a)(8)(i), in an amount sufficient to make all scheduled payments under
the Mortgage Note when due (up to the maturity date for the related Mortgage
Loan, the Anticipated Repayment Date for ARD Loans or the date on which the
Mortgagor may prepay the related Mortgage Loan without payment of any prepayment
penalty); (ii) the loan may be assumed by a Single Purpose Entity approved by
the holder of the Mortgage Loan; (iii) counsel provide an opinion that the
trustee has a perfected security interest in such collateral prior to any other
claim or interest; and (iv) such other documents and certifications as the
mortgagee may reasonably require which may include, without limitation, (A) a
certification that the purpose of the defeasance is to facilitate the
disposition of the mortgaged real property or any other customary commercial
transaction and not to be part of an arrangement to collateralize a REMIC
offering with obligations that are not real estate mortgages and (B) a
certification from an independent certified public accountant that the
collateral is sufficient to make all scheduled payments under the Mortgage Note
when due. Each Mortgage Loan containing provisions for defeasance provides that,
in addition to any cost associated with defeasance, the related Mortgagor shall
pay, as of the date the mortgage collateral is defeased, all scheduled and
accrued interest and principal due as well as an amount sufficient to defease in
full the Mortgage Loan (except as contemplated in paragraph (35) hereof). In
addition, if the related Mortgage Loan permits defeasance, then the Mortgage
Loan documents provide that the related Mortgagor shall (x) pay all reasonable
fees associated with the defeasance of the Mortgage Loan and all other
reasonable expenses associated with the defeasance, or (y) provide all opinions
required under the related Mortgage Loan documents, and in the case of loans
with an outstanding principal balance as of the Cut-off Date of $40,000,000 or
greater, (i) a REMIC opinion and (ii) rating agency letters confirming that no
downgrade or qualification shall occur as a result of the defeasance.
(35) In the event that a Mortgage Loan is secured by more than one
Mortgaged Property, then, in connection with a release of less than all of such
Mortgaged Properties, a Mortgaged Property may not be released as collateral for
the related Mortgage Loan unless, in connection with such release, an amount
equal to not less than 125% of the Allocated Loan Amount for such Mortgaged
Property is prepaid or, in the case of a defeasance, an amount equal to 125% of
the Allocated Loan Amount is defeased through the deposit of replacement
collateral (as contemplated in clause (34) hereof) sufficient to make all
scheduled payments with respect to such defeased amount, or such release is
otherwise in accordance with the terms of the Mortgage Loan documents..
(36) Each Mortgaged Property is owned by the related Mortgagor,
except for Mortgaged Properties which are secured in whole or in a part by a
Ground Lease and for out-parcels, and is used and occupied for commercial or
multifamily residential purposes in accordance with applicable law.
(37) Any material non-conformity with zoning laws constitutes a
legal non-conforming use or structure 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 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) and otherwise appropriate for the use in
which the Mortgaged Property is currently being utilized.
(42) None of the Mortgage Loan documents contain any provision that
expressly excuses the related borrower from obtaining and maintaining insurance
coverage for acts of terrorism (provided that such insurance coverage is
generally available at commercially reasonable rates and, in circumstances where
such insurance is not expressly required, that any request on the part of the
mortgagee that the related borrower maintain such insurance is reasonable). Each
Mortgaged Property is insured by an "all-risk" casualty insurance policy that
does not contain an express exclusion for (or, alternatively, is covered by a
separate policy that insures against property damage resulting from ) acts of
terrorism.
(43) An appraisal of the related Mortgaged Property was conducted in
connection with the origination of such Mortgage Loan, and such appraisal
satisfied the guidelines in Title XI of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, in either case as in effect on the date
such Mortgage Loan was originated.
Defined Terms:
The term "Allocated Loan Amount" shall mean, for each Mortgaged
Property, the portion of principal of the related Mortgage Loan allocated to
such Mortgaged Property for certain purposes (including determining the release
prices of properties, if permitted) under such Mortgage Loan as set forth in the
related loan documents. There can be no assurance, and it is unlikely, that the
Allocated Loan Amounts represent the current values of individual Mortgaged
Properties, the price at which an individual Mortgaged Property could be sold in
the future to a willing buyer or the replacement cost of the Mortgaged
Properties.
The term "Anticipated Repayment Date" shall mean the date on which
all or substantially all of any Excess Cash Flow is required to be applied
toward prepayment of the related Mortgage Loan and on which any such Mortgage
Loan begins accruing Excess Interest.
The term "ARD Loan" shall have the meaning assigned thereto in the
Pooling and Servicing Agreement.
The term "Environmental Site Assessment" shall mean a Phase I
environmental report meeting the requirements of the American Society for
Testing and Materials, and, if in accordance with customary industry standards a
reasonable lender would require it, a Phase II environmental report, each
prepared by a licensed third party professional experienced in environmental
matters.
The term "Excess Cash Flow" shall mean the cash flow from the
Mortgaged Property securing an ARD Loan after payments of interest (at the
Mortgage Interest Rate) and principal (based on the amortization schedule), and
(a) required payments for the tax and insurance fund and ground lease escrows
fund, (b) required payments for the monthly debt service escrows, if any, (c)
payments to any other required escrow funds and (d) payment of operating
expenses pursuant to the terms of an annual budget approved by the 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 any servicer that has serviced 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 a director, 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
1. Centro Heritage Portfolio IV (all properties)
2. Kimco PNP- Oceanside Town & Country
3. Kimco PNP- Panther Lake
4. Kimco PNP- Sunset Esplanade
5. Kimco PNP- Green Valley Town and Country
6. Kimco PNP- Xxxxx Xxxxxxxx Xxxxx
0. Xxxxx XXX- Xxxxxx Xxxxx Xxxxx
0. Kimco PNP- Granary Square
9. Kimco PNP- Century Center
10. Kimco PNP- North County Plaza
11. Kimco PNP - Creekside Center
12. Kimco PNP - Dublin Retail Center
13. Kimco PNP - Country Gables Shopping Center
14. Kimco PNP - Tacoma Central
15. Kimco PNP - Fairmont Shopping Center
16. Americold Portfolio (all properties)
EXHIBIT C
JPMCC 2007 - CIBC18
Exceptions to Representations
Representation #(4)
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
1 000 Xxxxx Xxxxxxxx The Mortgaged Property secures the
Mortgage Loan and another note,
which is pari passu with the
Mortgage Note which evidences the
Mortgage Loan, but such other note
is not included in the trust fund.
115 Brett's The Mortgaged Property secures the
Building-Mankato Mortgage Loan and a second mortgage
Place held by the City of Mankato,
Minnesota subject to a
subordination and standstill
agreement in favor of the mortgagee.
10 Americold Portfolio The Mortgaged Property secures the
Mortgage Loan (consisting of a
Fixed Rate A-2-A Note), a Fixed
Rate A-1-A Note, a Fixed Rate A-1-B
Note, a Fixed Rate A-2-B Note and a
Fixed Rate A-2-C Note (each of
which is pari passu with the
Mortgage Loan and is not included
in the trust fund).
Representation #(5)
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
192 Tunkhannock The Mortgagor is comprised of
Xxxxxxxxx Building individuals, as tenants by the
entirety, and not an entity.
Representation #(6)
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
1 000 Xxxxx Xxxxxxxx The Mortgaged Property secures the
Mortgage Loan and another note,
which is pari passu with the
Mortgage Note which evidences the
Mortgage Loan, but such other note
is not included in the trust fund.
115 Brett's The Mortgaged Property secures the
Building-Mankato Mortgage Loan and a second mortgage
Place held by the City of Mankato,
Minnesota subject to a
subordination and standstill
agreement in favor of the mortgagee.
44 Timonium Fairgrounds The Mortgaged Loan is structured as
Shopping Center an indemnity deed of trust
("IDOT"), under which the Mortgage
Note is secured by an indemnity
guaranty, which indemnity guaranty
is secured by the fee interest in
the Mortgaged Property. The
guarantor of the Mortgage Note owns
the Mortgaged Property and thus has
an interest in the lease payments.
10 Americold Portfolio The Mortgaged Property secures the
Mortgage Loan (consisting of a
Fixed Rate A-2-A Note), a Fixed
Rate A-1-A Note, a Fixed Rate A-1-B
Note, a Fixed Rate A-2-B Note and a
Fixed Rate A-2-C Note (each of
which is pari passu with the
Mortgage Loan and is not included
in the trust fund).
12 Quantum One UPMC Health System, the sole tenant
at the Mortgaged Property, has
multiple rights to purchase such
property during the term of the
Mortgage Loan.
Representation #(7)
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
44 Timonium Fairgrounds Because the Mortgage Loan is
Shopping Center structured for tax purposes as an
IDOT, the guarantor of the Mortgage
Note is the owner of the related
Mortgaged Property instead of the
related Mortgagor.
12 Quantum One UPMC Health System, the sole tenant
at the Mortgaged Property, has
multiple rights to purchase such
property during the term of the
Mortgage Loan.
Representation #(10(a))
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
115 Brett's The environmental indemnity
Building-Mankato contains a 5 year sunset provision.
Place
000 Xxxxxxx Xxxxxxx Xxxx There is no individual or entity
other than the Mortgagor who is
liable for the non-recourse
carveouts.
41 UnaSource Health LLC The Mortgage Loan is guaranteed by
multiple guarantors. Each guarantor
shall be severally liable only for
a portion of the guaranteed
obligations equal to their
respective pro-rata ownership
percentage as set forth in the
Mortgage Loan documents. The total
coverage is equal to 100%.
186 Xxxxxxxx Marketplace In order to comply with Kentucky
law, which imposes certain limits
on guarantor liability, the
liability in the guaranty related
to the Mortgage Loan has been
capped at $8,600,000 (2 times the
original loan amount), subject to
adjustment for interest and
reasonable attorneys' fees.
190 Self Storage In order to comply with Kentucky
Lexington law, which imposes certain limits
on guarantor liability, the
liability in the guaranty related
to the Mortgage Loan has been
capped at $12,600,000 (3 times the
original loan amount), subject to
adjustment for interest and
reasonable attorneys' fees.
217 The Devonshire Shops There is no individual or entity
other than the Mortgagor who is
liable for the non-recourse
carveouts.
24 Xxxxxx Valley Plaza There is no individual or entity
other than the Mortgagor who is
liable for the non-recourse
carveouts.
49; 23; 40; Kimco PNP - Green
105; 143; Valley Town and
32; 58; 34; Country; Kimco PNP -
68; 102; Sunset Esplanade;
53; 36; 79; Kimco PNP - Country
30 Gables Shopping
Center; Kimco PNP -
Panther Lake; Kimco
PNP - Oceanside Town
& Country; Kimco PNP
- North County
Plaza; Kimco PNP -
Tacoma Central;
Kimco PNP - Granary
Square; Kimco PNP -
Fairmont Shopping
Center; Kimco PNP -
Creekside Center;
Kimco PNP - Dublin
Retail Center; Kimco
PNP - Century
Center; Kimco PNP - There is no individual or entity
Canyon Ridge Plaza; other than the Mortgagor who is
Kimco PNP - Xxxxx liable for the non-recourse
Hacienda Plaza carveouts.
56 Lenox There is no individual or entity
other than the Mortgagor who is
liable for the non-recourse
carveouts.
The environmental indemnity
contains a 5 year sunset provision.
51 City Centre There is no individual or entity
other than the Mortgagor who is
liable for the non-recourse
carveouts.
43 55 Xxxxx Office There is no individual or entity
Building other than the Mortgagor who is
liable for the non-recourse
carveouts.
69 Xxxxxxx/Louisville In order to comply with Kentucky
United law, which imposes certain limits
on guarantor liability, the
liability in the guaranty related
to the Mortgage Loan has been
capped at $44,100,000 (3 times the
original loan amount), subject to
adjustment for interest and
reasonable attorneys' fees.
000 Xxxxxxxxxx Xxxxx The environmental indemnity
Apartments contains a 3 year sunset provision.
112 Spring Xxxxx The environmental indemnity
Shopping Center contains a 5 year sunset provision.
000 Xxxxxx Xxxx Xxxxxx There is no individual or entity
other than the Mortgagor who is
liable for the non-recourse
carveouts.
The environmental indemnity
contains a 3 year sunset provision.
19 Conroe Marketplace There is no individual or entity
Shopping Center other than the Mortgagor who is
liable for the non-recourse
carveouts.
192 Tunkhannock There is no individual or entity
Xxxxxxxxx Building other than the Mortgagor who is
liable for the non-recourse
carveouts.
3 Quantico Portfolio There is no individual or entity
other than the Mortgagor who is
liable for the non-recourse
carveouts.
2 Centro Heritage There is no individual or entity
Portfolio IV other than the Mortgagor who is
liable for the non-recourse
carveouts.
Representation #(10(c))
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
44 Timonium Fairground The Mortgage Loan is structured as
Shopping Center an IDOT, and while the related
Mortgagor was the maker of the
Mortgage Note, the Mortgage was
given by the indemnity guarantor.
Representation #(10(d))
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
000 Xxxxxxxxxx Xxxxxxx The terms of the respective
Mortgage Loan documents were
modified after March 1, 2007 to
correct the legal description of
the Mortgaged Property and to grant
an easement benefiting the
Mortgaged Property.
47 000 00xx Xxxxxx The terms of the respective
Mortgage Loan documents were
modified after March 1, 2007 to
allow certain restrictive covenants
to be recorded affecting the
Mortgaged Property.
22 City Walk - 227 The terms of the respective
Mortgage Loan documents were
modified after March 1, 2007 to
confirm the subordination of the
Mortgage Loan to the lease with the
U.S. Postal Service.
Representation #(10(e))
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
8 Presidential Tower The trustee is entitled to
customary fees for duties performed
pursuant to the Mortgage Loan
documents.
Representation #(12)
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
10 Americold Portfolio Each Americold Portfolio property
may be released from the lien of
the Mortgage upon defeasance of an
amount equal to between 105% and
115% of the allocated loan amount
as provided in the related Mortgage
Loan documents.
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.
3 Quantico Portfolio Each Quantico Portfolio property
may be released from the lien of
the Mortgage upon defeasance of an
amount equal to between 100% and
110% of the allocated loan amount
as provided in the related Mortgage
Loan documents.
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.
14 Cabot Industrial Each Cabot Industrial Portfolio
Portfolio property may be released from the
lien of the Mortgage upon
defeasance of an amount equal to
115% of the allocated loan amount
as provided in the related Mortgage
Loan documents.
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.
2 Centro Heritage Each Centro Heritage Portfolio IV
Portfolio IV property may be released from the
lien of the Mortgage upon
defeasance of an amount equal to
110% of the allocated loan amount
as provided in the related Mortgage
Loan documents.
The Mortgagor may obtain a release
of an individual Mortgaged Property
by substituting its interest in
other Mortgaged Properties as
collateral during the term of the
Mortgage Loan, subject to certain
conditions as set forth in the
related Mortgage Loan documents.
Representation #(14(a))
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
19 Conroe Marketplace The value of the Mortgaged Property
Shopping Center is based upon the appraiser's
$63,030,000 "as stabilized" value
(as compared with a $62,500,000
"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
$1,194,228 relating to the lease-up
of the Mortgaged Property.
Representation #(16)
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
142 PRD Development Although the Mortgaged Property is
legally non-conforming, law and
ordinance coverage is not in place.
In lieu of law and ordinance
coverage, the Mortgage Loan is
recourse to the extent of the cost
required to cause the Mortgaged
Property to comply with applicable
building and zoning codes.
215; 111; Westwood Square;
97; 109; Plaza 303 Shopping
14; 2 Center; Middletown
Village Mall;
Riviera Building;
Cabot Industrial The respective Mortgaged Properties
Portfolio; Centro are legally nonconforming due to
Heritage Portfolio IV deficient parking.
Representation #(17)
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
000 Xxxxx Xxxxxx As of the date of origination, the
Apartments 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
90 days of origination.
Representation #(19(a))
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
45; 121; Leray Heights The mortgagee waived escrows for
200; 116; Apartments; immediate repairs in an amount of
159; 214; Sedgewick Pines; less than $5,000 recommended by the
46; 176; Xxxxxxxxx Terrace property condition report.
142; 36; Apartments; Warwick
104; 124; Place; Northwood
171; 172; Grove Apartments;
93; 103; Cortland MHC; Campus
94; 3 View Apartments;
Central Heights
Shopping Center; PRD
Development; Kimco -
PNP Century Center;
000 Xxxxxxx Xxxxxx;
000 Xxxxxxxxxx 00
Xxxxx; Xxxxxxxx
Xxxxx Xxxxxxxx Xxxx;
Concorde Center;
Somerset Plaza
Shopping Center;
Valley View Pointe;
0000 Xxxxxx Xxxxxx
Xxxx; Quantico
Portfolio
49 Kimco - PNP Green The mortgagee waived escrows for
Valley Town and immediate repairs in the amount of
Country $171,000 recommended by the
property condition report.
143 Kimco - PNP The mortgagee waived escrows for
Oceanside Town & immediate repairs in the amount of
Country $294,200 recommended by the
property condition report.
32 Kimco - PNP North The mortgagee waived escrows for
County Plaza immediate repairs in the amount of
$5,000 recommended by the property
condition report.
113 Champion Self Storage The mortgagee waived escrows for
immediate repairs in the amount of
$9,600 recommended by the property
condition report.
000 Xxxxxxxxxx Xxxxx The mortgagee waived escrows for
Apartments immediate repairs in the amount of
$5,000 recommended by the property
condition report.
14 Cabot Industrial The mortgagee waived escrows for
Portfolio immediate repairs in the amount of
$796,000 recommended by the
property condition report.
2 Centro Heritage The mortgagee waived escrows for
Portfolio IV immediate repairs in the amount of
$343,600 recommended by the
property condition report.
00 Xxxxxxxxxxxx Xxxxxxx The mortgagee waived escrows for
immediate repairs in the amount of
$70,000 recommended by the property
condition report.
Representation #(21(b))
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
149 Sealy Uptown Retail The Environmental Site Assessment
Center recommended the implementation of
an asbestos O&M Plan, but it was
not required by the mortgagee at
closing.
000 Xxxxxxxx Xxxxxx The Environmental Site Assessment
recommended the implementation of
an asbestos O&M Plan, but it was
not required by the mortgagee at
closing.
49; 23; 40; Kimco PNP - Green There were various environmental
105; 143; Valley Town and concerns cited on the respective
32; 58; 34; Country; Kimco PNP - Environmental Site Assessments. At
68; 102; Sunset Esplanade; closing, the mortgagee accepted
53; 36; 79; Kimco PNP - Country environmental insurance for all the
30 Gables Shopping Mortgaged Properties with
Center; Kimco PNP - exclusions ranging from $50,000 to
Panther Lake; Kimco $250,000.
PNP - Oceanside Town
& Country; Kimco PNP
- North County
Plaza; Kimco PNP -
Tacoma Central;
Kimco PNP - Granary
Square; Kimco PNP -
Fairmont Shopping
Center; Kimco PNP -
Creekside Center;
Kimco PNP - Dublin
Retail Center; Kimco
PNP - Century
Center; Kimco PNP -
Canyon Ridge Plaza;
Kimco PNP - Xxxxx
Hacienda Plaza
172 Concorde Center The Environmental Site Assessment
recommended the implementation of
an asbestos O&M Plan, but it was
not required by the mortgagee at
closing.
00 Xxxxxxxxxx Xxxxxx The Environmental Site Assessment
recommended the implementation of
an asbestos O&M Plan, but it was
not required by the mortgagee at
closing.
47 000 00xx Xxxxxx The Environmental Site Assessment
recommended the implementation of
an asbestos O&M Plan, but it was
not required by the mortgagee at
closing.
10 Americold Portfolio The Environmental Site Assessment
for nine of the Americold Portfolio
properties (Boston, Clearfield,
Connell, Fort Xxxxx, Turlock, Walla
Walla, Wichita and Xxxxxxxx)
recommended the implementation of
an asbestos O&M Plan, but it was
not required by the mortgagee at
closing.
14 Cabot Industrial The Environmental Site Assessment
Portfolio for nine of the Cabot Industrial
Portfolio properties (1670
Frontenac Road, 451 Kingston Court,
Citizens and Southlake Parkway,
Dallas and Houston Properties, Xxxx
Xxxxx Xxxxxx, Xxxx Xxxxxx Xxxxxx
Xxxx, Xxxxxxxxx Commerce Center,
Old Xxxxx Avenue and West Republic
Drive) recommended the
implementation of an asbestos O&M
Plan, but it was not required by
the mortgagee at closing.
Notwithstanding the lack of an O&M
Plan, prior to the commencement of
any construction, repairs or
alterations to any of the Cabot
Industrial Portfolio properties
which will disturb any asbestos
containing materials at such
properties, the Mortgage Loan
documents require the Mortgagor to
enter into a contract with a
licensed industrial hygienist to
develop a fully documented O&M Plan.
Representation #(21(d))
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
115 Brett's Building - The environmental indemnity
Mankato Place contains a 5 year sunset provision.
44 Timonium Fairgrounds This loan is secured by an IDOT.
Shopping Center The indemnity guarantor and not the
Mortgagor, is required to comply
with environmental laws and
regulations.
000 Xxxxxxxxxx Xxxxx The environmental indemnity
Apartments contains a 3 year sunset provision.
112 Spring Xxxxx The environmental indemnity
Shopping Center contains a 5 year sunset provision.
000 Xxxxxx Xxxx Xxxxxx The environmental indemnity
contains a 3 year sunset provision.
56 Lenox The environmental indemnity
contains a 5 year sunset provision.
Representation #(22)
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
1 000 Xxxxx Xxxxxxxx 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 or "A-:XIV" by A.M.
Best, and none of the Rating
Agencies, mezzanine lenders 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 (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) the
remaining carriers have a financial
strength rating from S&P of at
least "BBB".
176 Central Heights The Mortgage Loan documents provide
Shopping Center for the Mortgagor to maintain
all-risk insurance with a
deductible that does not exceed
$25,000; provided however, that
subject to the satisfaction of
certain conditions, the Mortgagor
may maintain insurance with a
deductible that does not exceed
$50,000. The guarantor is
responsible for deductibles in
excess of $10,000.
17 Fifth Third Center Mortgagor may maintain all-risk
insurance with a deductible that
does not exceed $100,000.
142 PRD Development So long as an event of default has
not occurred or is continuing,
Mortgagor may maintain all-risk
insurance with a deductible that
does not exceed $50,000. The
guarantor is responsible for all
deductibles that the Mortgagor
fails to pay.
000 Xxxxx Xxxxxx So long as an event of default has
Apartments not occurred or is continuing,
Mortgagor may maintain all-risk
insurance with a deductible that
does not exceed $50,000. The
guarantor is responsible for all
deductibles that the Mortgagor
fails to pay.
208 Triangle Retail CVS, the sole tenant at the
Mortgaged Property under a triple
net lease, is permitted to, and
does, self insure.
149 Sealy Uptown Retail Mortgagor may maintain
Center comprehensive commercial general
liability insurance with a
deductible that does not exceed
$5,000.
49; 23; 40; Kimco PNP - Green On the origination date, the
105; 143; Valley Town and mortgagee accepted comprehensive
32; 58; 34; Country; Kimco PNP - commercial general liability
68; 102; Sunset Esplanade; insurance that provides for a
53; 36; 79; Kimco PNP - Country deductible of $25,000.
30 Gables Shopping
Center; Kimco PNP - The Mortgage Loan documents provide
Panther Lake; Kimco for an earthquake deductible of 5%
PNP - Oceanside Town of the insured value of the
& Country; Kimco PNP Mortgaged Property, but not less
- North County than $250,000.
Plaza; Kimco PNP -
Tacoma Central; The Mortgagor is permitted to use a
Kimco PNP - Granary syndicate of insurance providers so
Square; Kimco PNP - long as (i) at least seventy-five
Fairmont Shopping percent (75%) of the coverage (if
Center; Kimco PNP - there are four (4) or fewer members
Creekside Center; of the syndicate) or at least sixty
Kimco PNP - Dublin percent (60%) of the coverage (if
Retail Center; Kimco there are five (5) or more members
PNP - Century of the syndicate) have a claims
Center; Kimco PNP - paying ability rating of "A" by S&P
Canyon Ridge Plaza; and (ii) the balance of the
Kimco PNP - Xxxxx coverage is provided by carriers
Hacienda Plaza having a claims paying ability of
at least "BBB" by S&P.
56 Lenox Mortgagor may maintain all-risk
insurance with a deductible that
does not exceed $50,000 so long as
the Mortgagor or its affiliates
control the Mortgaged Property.
Mortgagor may maintain
comprehensive commercial general
liability insurance with a $5,000
deductible; provided however, that
such deductible may be increased to
not more than $100,000 so long as
the Mortgagor or its affiliates
control the Mortgaged Property.
51 City Centre Mortgagor may maintain all-risk
insurance with a deductible that
does not exceed $100,000.
113 Champion Self Storage Mortgagor may maintain
comprehensive commercial general
liability insurance with a
deductible that does not exceed
$5,000.
The Mortgage Loan documents provide
for a windstorm deductible of 5% of
the insured value of the Mortgaged
Property.
73 Sypris Mortgagor may maintain all-risk
insurance with a deductible that
does not exceed $100,000.
83 Plaza Xxxx Shopping Subject to the satisfaction of
Center certain conditions, the mortgagee
shall accept policies of insurance
or plans of self-insurance provided
by the tenants doing business as
Xxx Thumb and McDonalds in
satisfaction of the Mortgagor's
obligation to provide all-risk
insurance with respect to the
portion of the Mortgaged Property
demised under such tenants' leases,
notwithstanding that the insurance
policies provided by such tenants
may not meet the requirements set
forth in the Mortgage Loan
documents.
000 Xxxxx 000 Xxxxxxxx Xxxxxxxxx may maintain all-risk
Center insurance with a deductible that
does not exceed $50,000, so long as
it is consistent with the custom
and practice in the reatil industry
in the Dallas-Fort Worth Metroplex.
However, the guarantor is
responsible for deductibles in
excess of $10,000.
8 Presidential Tower 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 if the Mortgagor uses
a syndicate of insurance providers
(i) the first layer of coverage
under such insurance will be
provided by carriers with a minumum
financial strength rating by S&P of
"A" or better; (ii) sixty percent
(60%) (seventy-five percent (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 miniumum financial
strength rating by S&P of "A" or
better; and (iii) the balance of
the coverage is provided by
carriers having a claims paying
ability of at least "BBB" by S&P.
000 Xxxxxxxxxx Xxxxx Xxxxxxxxx may maintain
Apartments comprehensive commercial general
liability insurance with a
deductible that does not exceed
$5,000.
000 Xxxxxxx Xxxxx Mortgagor may maintain
comprehensive commercial general
liability insurance with a
deductible that does not exceed
$25,000 so long as the Mortgagor or
its affiliates control the
Mortgaged Property.
00 Xxxxxxxxxx Xxxxxx Mortgagor may maintain all-risk
insurance with a deductible that
does not exceed $50,000.
00 Xxxxxx Xxxxxxxxxxx Xxxxxxxxx may maintain all-risk
Shopping Center insurance with a deductible that
does not exceed $50,000.
00 Xxxxxxxxxxxx Xxxxxxx Three tenants at the Mortgaged
Property are permitted, and do,
self insure. One of these tenants
has comprehensive commercial
general liability insurance with a
$50,000 deductible. However, the
guarantor is responsible for the
tenant's deductible if the tenant
fails to pay it.
10 Americold Portfolio Mortgagor may maintain all-risk
insurance with a deductible that
does not exceed $250,000.
For so long as five (5) or more
insurance carriers are providing
the Insurance Policies, at least
sixty percent (60%) of such
coverage shall be provided by
insurance companies having a claims
paying ability rating of "A " or
better by S&P with the remaining
forty percent (40%) of such
coverage being provided by
insurance companies having a claims
paying ability rating of "BBB " or
better by S&P; provided, however,
with respect to the first One
Hundred Million and No/100 Dollars
($100,000,000.00) of coverage under
such Insurance Policies, not more
than twenty percent (20%) of such
coverage shall be provided by
insurance companies with a claims
paying ability rating lower than "A
" by S&P (but in no event lower
than "BBB" by S&P). In the event
that four (4) or fewer insurance
carriers are providing the
Insurance Policies, at least
seventy-five (75%) of such coverage
shall be provided by insurance
companies having a claims paying
ability rating of "A " or better by
S&P, with the remaining twenty-five
percent (25%) of such coverage
being provided by insurance
companies having a claims paying
ability rating of "BBB-" or better
by S&P.
61 Carmel Mission Inn Mortgagor may maintain
comprehensive commercial general
liability insurance with a
deductible that does not exceed
$5,000.
3 Quantico Portfolio Mortgagor may maintain all-risk
insurance with a deductible that
does not exceed $100,000.
66 Safrin Portfolio With respect to one of the Safrin
Portfolio properties, the Mortgagor
may maintain all-risk insurance
with a deductible that does not
exceed $50,000.
22 City Walk - 227 Kroger, the largest tenant at the
Mortgaged Property under a triple
net lease, is permitted to self
insure. Kroger's current carrier
has a claims paying ability rating
of "BBB-" by S&P.
14 Cabot Industrial Mortgagor may maintain all-risk
Portfolio insurance with a deductible that
does not exceed $50,000.
The Mortgagor is required to carry
Insurance Policies having a claims
paying ability rating of "A" or
better (and the equivalent
thereof); provided however, that if
the Mortgagor uses a syndicate of
insurance providers (i) the first
layer of coverage under such
insurance will be provided by
carriers with a minumum financial
strength rating by S&P of "A" or
better; (ii) sixty percent (60%)
(seventy-five percent (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 miniumum financial
strength rating by S&P of "A" or
better; and (iii) the balance of
the coverage is provided by
carriers having a claims paying
ability of at least "BBB" by S&P.
All Loans Although the Mortgage Loan
Documents require comprehensive
general liability insurance
consistent with this representation
and warranty, as of the date
hereof, the mortgagee has not
received evidence of the
endorsement necessary to include it
as an additional insured. At
closing, the mortgagee accepted
evidence of comprehensive
commercial general liability
insurance and its inclusion as an
additional insured on
standard Accord form 25 or other
similar forms.
Representation #(24)
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
89 Kiowa Village Retail The Mortgagor is the plaintiff in a
Center pending lawsuit against a tenant,
Coffee Rush, pursuant to which the
plaintiff is seeking damages based
on the defendant's failure to pay
rent timely in accordance with the
terms and conditions of the lease.
Representation #(27)
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
73 Sypris The Mortgagor is only required to
provide quarterly and year to date
operating statements instead of an
annual statement of financial
affairs.
44 Timonium Fairgrounds This loan is secured by an IDOT.
Shopping Center The indemnity guarantor and not the
Mortgagor, is required to provide
financial information to the
mortgagee.
8 Presidential Tower The Mortgagor is required to
provide the mortgagee with the
guarantor's annual financial
statement (instead of the
Mortgagor's) and the Mortgagor's
separate statements of income and
expense and balance sheets.
Representation #(29)
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
49; 23; 40; Kimco PNP - Green The original principal balances of
105; 143; Valley Town and the Kimco PNP - Green Valley Town
32; 58; 34; Country; Kimco PNP - and Country Mortgage Loan, Kimco
68; 102; Sunset Esplanade; PNP - Sunset Esplanade Mortgage
53; 36; 79; Kimco PNP - Country Loan, Kimco PNP - Country Gables
30; 19 Gables Shopping Shopping Center Mortgage Loan,
Center; Kimco PNP - Kimco PNP - Panther Lake Mortgage
Panther Lake; Kimco Loan, Kimco PNP - Oceanside Town &
PNP - Oceanside Town Country Mortgage Loan, Kimco PNP -
& Country; Kimco PNP North County Plaza Mortgage Loan,
- North County Kimco PNP - Tacoma Central Mortgage
Plaza; Kimco PNP - Loan, Kimco PNP - Granary Square
Tacoma Central; Mortgage Loan, Kimco PNP - Fairmont
Kimco PNP - Granary Shopping Center Mortgage Loan,
Square; Kimco PNP - Kimco PNP - Creekside Center, Kimco
Fairmont Shopping PNP - Dublin Retail Center, Kimco
Center; Kimco PNP - PNP - Century Center, Kimco PNP -
Creekside Center; Canyon Ridge Plaza, Kimco PNP -
Kimco PNP - Dublin Bixby Hacienda Plaza Mortgage Loan
Retail Center; Kimco and the Conroe Marketplace Shopping
PNP - Century Center Mortgage Loan, which loans
Center; Kimco PNP - are to Mortgagors under common
Canyon Ridge Plaza; sponsorship, represent more than 5%
Kimco PNP - Bixby of the aggregate outstanding
Hacienda Plaza; principal.
Conroe Marketplace
Shopping Center
Representation #(30)
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
41 UnaSource Health LLC Although the Mortgagor is otherwise
a special purpose entity, it is
permitted to own membership units
in an affiliate and guarantee
certain indebtedness of that
affiliate.
Representation #(32)
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
1 131 South Dearborn Subject to the satisfaction of
certain conditions, transfers to
affiliates and other entities or
individuals are permitted pursuant
to the Mortgage Loan documents.
The direct and indirect owners of
100% of the Mortgagor have pledged
their ownership interests in the
Mortgagors to secure two mezzanine
loans held by Rubicon Investments
America, LLC and Petra Fund REIT
Corp respectively. If such entities
default on the mezzanine loans, the
interests in such direct and
indirect owners will be transferred
to such mezzanine lenders.
78 208-212 West 30th St. Subject to the satisfaction of
certain criteria, the Mortgage Loan
documents allow members of the
Mortgagor the right to pledge their
interests in the Mortgagor to
secure a mezzanine loan pursuant to
the security instrument.
214 Cortland MHC Subject to the satisfaction of
certain criteria, the Mortgage Loan
documents allow members of the
Mortgagor the right to pledge their
interests in the Mortgagor to
secure a mezzanine loan pursuant to
the security instrument.
222 Countryside MHC Subject to the satisfaction of
certain criteria, the Mortgage Loan
documents allow members of the
Mortgagor the right to pledge their
interests in the Mortgagor to
secure a mezzanine loan pursuant to
the security instrument.
46 Campus View Subject to the satisfaction of
Apartments certain criteria, the Mortgage Loan
documents allow members of the
Mortgagor the right to pledge their
interests in the Mortgagor to
secure a mezzanine loan pursuant to
the security instrument.
176 Central Heights Subject to the satisfaction of
Shopping Center certain conditions, transfers to
affiliates and other entities or
individuals are permitted pursuant
to the Mortgage Loan documents.
Subject to the satisfaction of
certain criteria, the Mortgage Loan
documents allow members of the
Mortgagor the right to pledge their
interests in the Mortgagor to
secure a mezzanine loan pursuant to
the security instrument.
41 UnaSource Health LLC Subject to the satisfaction of
certain conditions, transfers to
affiliates and other entities or
individuals are permitted pursuant
to the Mortgage Loan documents.
17 Fifth Third Center Subject to the satisfaction of
certain conditions, transfers to
affiliates and other entities or
individuals are permitted pursuant
to the Mortgage Loan documents.
48 Doubletree Hotel Subject to the satisfaction of
certain conditions, transfers to
affiliates and other entities or
individuals are permitted pursuant
to the Mortgage Loan documents.
Subject to the satisfaction of
certain criteria, the Mortgage Loan
documents allow members of the
Mortgagor the right to pledge their
interests in the Mortgagor to
secure a mezzanine loan pursuant to
the security instrument.
223 Oak Forest Subject to the satisfaction of
certain criteria, the Mortgage Loan
documents allow members of the
Mortgagor the right to pledge their
interests in the Mortgagor to
secure a mezzanine loan pursuant to
the security instrument.
208 Triangle Retail 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 additional debt pursuant to
the security instrument.
136 Old Oaks Subject to the satisfaction of
certain criteria, the Mortgage Loan
documents allow members of the
Mortgagor the right to pledge their
interests in the Mortgagor to
secure a mezzanine loan pursuant to
the security instrument.
89 Kiowa Village Retail Subject to the satisfaction of
Center certain criteria, the Mortgage Loan
documents allow members of the
Mortgagor the right to pledge their
interests in the Mortgagor to
secure a mezzanine loan pursuant to
the security instrument.
49; 23; 40; Kimco PNP - Green
105; 143; Valley Town and
32; 58; 34; Country; Kimco PNP -
68; 102; Sunset Esplanade;
53; 36; 79; Kimco PNP - Country
30 Gables Shopping
Center; Kimco PNP -
Panther Lake; Kimco
PNP - Oceanside Town
& Country; Kimco PNP
- North County
Plaza; Kimco PNP -
Tacoma Central;
Kimco PNP - Granary
Square; Kimco PNP -
Fairmont Shopping
Center; Kimco PNP -
Creekside Center;
Kimco PNP - Dublin
Retail Center; Kimco
PNP - Century Subject to the satisfaction of
Center; Kimco PNP - certain conditions, transfers to
Canyon Ridge Plaza; affiliates and other entities or
Kimco PNP - Bixby individuals are permitted pursuant
Hacienda Plaza to the Mortgage Loan documents.
135 Mason Woods Village Subject to the satisfaction of
certain conditions, transfers to
affiliates and other entities or
individuals are permitted pursuant
to the Mortgage Loan documents.
Subject to the satisfaction of
certain criteria, the Mortgage Loan
documents allow members of the
Mortgagor the right to pledge their
interests in the Mortgagor to
secure a mezzanine loan pursuant to
the security instrument.
56 Lenox Subject to the satisfaction of
certain conditions, transfers to
affiliates and other entities or
individuals are permitted pursuant
to the Mortgage Loan documents.
158 Nautilus The principal of the Mortgagor is
permitted to transfer a portion of
its ownership interest in the
Mortgagor so long as after any and
all such transfers each of them
maintains at least a 1% ownership
interest in the Mortgagor.
Subject to the satisfaction of
certain criteria, the Mortgage Loan
documents allow members of the
Mortgagor the right to pledge their
interests in the Mortgagor to
secure a mezzanine loan pursuant to
the security instrument.
185 1801 Van Ness Ave. Subject to the satisfaction of
certain criteria, the Mortgage Loan
documents allow members of the
Mortgagor the right to pledge their
interests in the Mortgagor to
secure a mezzanine loan pursuant to
the security instrument.
51 City Centre Subject to the satisfaction of
certain criteria, the Mortgage Loan
documents allow members of the
Mortgagor the right to pledge their
interests in the Mortgagor to
secure a mezzanine loan pursuant to
the security instrument.
73 Sypris Subject to the satisfaction of
certain conditions, transfers to
affiliates and other entities or
individuals are permitted pursuant
to the Mortgage Loan documents.
111 Plaza 303 Shopping Subject to the satisfaction of
Center certain criteria, the Mortgage Loan
documents allow members of the
Mortgagor the right to pledge their
interests in the Mortgagor to
secure a mezzanine loan pursuant to
the security instrument.
64 University Village Subject to the satisfaction of
certain conditions, transfers to
affiliates and other entities or
individuals are permitted pursuant
to the Mortgage Loan documents.
44 Timonium Fairgrounds Subject to the satisfaction of
Shopping Center certain conditions, transfers to
affiliates and other entities or
individuals are permitted pursuant
to the Mortgage Loan documents.
8 Presidential Tower Subject to the satisfaction of
certain criteria, the Mortgage Loan
documents allow members of the
Mortgagor the right to pledge their
interests in the Mortgagor to
secure a mezzanine loan pursuant to
the security instrument.
112 Spring Knoll Subject to the satisfaction of
Shopping Center certain criteria, the Mortgage Loan
documents allow members of the
Mortgagor the right to pledge their
interests in the Mortgagor to
secure a mezzanine loan pursuant to
the security instrument.
19 Conroe Marketplace Subject to the satisfaction of
Shopping Center certain conditions, transfers to
affiliates and other entities or
individuals are permitted pursuant
to the Mortgage Loan documents.
129 1155 35th Lane Subject to the satisfaction of
certain conditions, transfers to
affiliates and other entities or
individuals are permitted pursuant
to the Mortgage Loan documents.
178 9221 Corbin Avenue Subject to the satisfaction of
certain criteria, the Mortgage Loan
documents allow members of the
Mortgagor the right to pledge their
interests in the Mortgagor to
secure a mezzanine loan pursuant to
the security instrument.
10 Americold Portfolio Subject to the satisfaction of
certain conditions, transfers to
affiliates and other entities or
individuals are permitted pursuant
to the Mortgage Loan documents.
22 City Walk-227 The direct and indirect owners of
100% of the Mortgagor have pledged
their ownership interests in the
Mortgagor to secure a mezzanine
loan held by RAIT Partnership L.P.
If such entity defaults on the
mezzanine loan, the interests in
such direct owner will be
transferred to such mezzanine
lender.
50 River Pointe Subject to the satisfaction of
Apartments certain conditions, transfers to
affiliates and other entities or
individuals are permitted pursuant
to the Mortgage Loan documents.
Subject to the satisfaction of
certain criteria, the Mortgage Loan
documents allow members of the
Mortgagor the right to pledge their
interests in the Mortgagor to
secure a mezzanine loan pursuant to
the security instrument.
61 Carmel Mission Inn Subject to the satisfaction of
certain criteria, the Mortgage Loan
documents allow members of the
Mortgagor the right to pledge their
interests in the Mortgagor to
secure a mezzanine loan pursuant to
the security instrument.
94 6400 Laurel Canyon Subject to the satisfaction of
Blvd certain criteria, the Mortgage Loan
documents allow members of the
Mortgagor the right to pledge their
interests in the Mortgagor to
secure a mezzanine loan pursuant to
the security instrument.
109 Riviera Building Subject to the satisfaction of
certain criteria, the Mortgage Loan
documents allow members of the
Mortgagor the right to pledge their
interests in the Mortgagor to
secure a mezzanine loan pursuant to
the security instrument.
3 Quantico Portfolio Subject to the satisfaction of
certain conditions, transfers to
affiliates and other entities or
individuals are permitted pursuant
to the Mortgage Loan documents.
Subject to the satisfaction of
certain criteria, the Mortgage Loan
documents allow members of the
Mortgagor the right to pledge their
interests in the Mortgagor to
secure a mezzanine loan pursuant to
the security instrument.
66 Safrin Portfolio Subject to the satisfaction of
certain conditions, transfers to
affiliates and other entities or
individuals are permitted pursuant
to the Mortgage Loan documents.
At closing, the direct and indirect
owners of 100% of the Mortgagor
pledged their ownership interests
in the Mortgagor to secure a
mezzanine loan held by RAIT
Partnership L.P. If such entity
defaults on the mezzanine loan, the
interests in such direct owner will
be transferred to such mezzanine
lender.
220 Davids Bridal-Radio Subject to the satisfaction of
Shack Topeka certain conditions, transfers to
affiliates and other entities or
individuals are permitted pursuant
to the Mortgage Loan documents.
218 Office Depot Benton, Subject to the satisfaction of
Arkansas certain conditions, transfers to
affiliates and other entities or
individuals are permitted pursuant
to the Mortgage Loan documents.
14 Cabot Industrial Subject to the satisfaction of
Portfolio certain conditions, transfers to
affiliates and other entities or
individuals are permitted pursuant
to the Mortgage Loan documents.
Subject to the satisfaction of
certain criteria, the Mortgage Loan
documents allow members of the
Mortgagor the right to pledge their
interests in the Mortgagor to
secure a mezzanine loan pursuant to
the security instrument.
2 Centro Heritage Subject to the satisfaction of
Portfolio IV certain conditions, transfers to
affiliates and other entities or
individuals are permitted pursuant
to the Mortgage Loan documents.
So long as the Mortgagor has not
incurred additional debt secured by
the Mortgaged Property and subject
to the satisfaction of certain
criteria, the Mortgage Loan
documents allow members of the
Mortgagor the right to pledge their
interests in the Mortgagor to
secure a mezzanine loan pursuant to
the security instrument.
So long as the members of the
Mortgagor have not pledged their
interest in the Mortgagor to secure
a mezzanine loan and subject to the
satisfaction of certain criteria,
the Mortgagor has a one time right
to incur additional debt secured by
the Mortgaged Property.
Representation #(33)
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
1 131 South Dearborn The Mortgaged Property secures the
Mortgage Loan and another note,
which is pari passu with the
Mortgage Note which evidences the
Mortgage Loan, but such other note
is not included in the trust fund.
115 Brett's Building - The Mortgaged Property secures the
Mankato Place Mortgage Loan and a second mortgage
held by the City of Mankato,
Minnesota subject to a
subordination and standstill
agreement in favor of the mortgagee.
10 Americold Portfolio The Mortgaged Property secures the
Mortgage Loan (consisting of a
Fixed Rate A-2-A Note), a Fixed
Rate A-1-A Note, a Fixed Rate A-1-B
Note, a Fixed Rate A-2-B Note and a
Fixed Rate A-2-C Note (each of
which is pari passu with the
Mortgage Loan and is not included
in the trust fund).
Representation #(35)
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
10 Americold Portfolio Each Americold Portfolio property
may be released from the lien of
the Mortgage upon defeasance of an
amount equal to between 105% and
115% of the allocated loan amount
as provided in the related Mortgage
Loan documents.
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.
3 Quantico Portfolio Each Quantico Portfolio property
may be released from the lien of
the Mortgage upon defeasance of an
amount equal to between 100% and
110% of the allocated loan amount
as provided in the related Mortgage
Loan documents.
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.
14 Cabot Industrial Each Cabot Industrial Portfolio
Portfolio property may be released from the
lien of the Mortgage upon
defeasance of an amount equal to
115% of the allocated loan amount
as provided in the related Mortgage
Loan documents.
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.
2 Centro Heritage Each Centro Heritage Portfolio IV
Portfolio IV property may be released from the
lien of the Mortgage upon
defeasance of an amount equal to
110% of the allocated loan amount
as provided in the related Mortgage
Loan documents.
The Mortgagor may obtain a release
of an individual Mortgaged Property
by substituting its interest in
other Mortgaged Properties as
collateral during the term of the
Mortgage Loan, subject to certain
conditions as set forth in the
related Mortgage Loan documents.
Representation #(36)
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
44 Timonium Fairgrounds Because the Mortgage Loan is
Shopping Center structured for tax purposes as an
IDOT, the indemnity guarantor of
the IDOT owns the related Mortgaged
Property instead of the related
Mortgagor.
Representation #(37)
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
162; 176; Grand Blanc; Central The respective Mortgaged Properties
215; 167; Heights Shopping are legally nonconforming due to
34; 40; 53; Center; Westwood deficient parking.
185; 33; Square; Rite Aid;
111; 103; Kimco PNP - Granary
36; 168; Square; Kimco PNP -
110; 10; Country Gables
97; 61; Shopping Center;
109; 212; Kimco PNP - Dublin
14; 2 Retail Center; 1801
Van Ness Ave.;
Market Square; Plaza
303 Shopping Center;
Valley View Pointe;
Kimco PNP - Century
Center; Concord Road
Associates;
Fairfield Inn &
Suites RDU Airport;
Americold Portfolio;
Middletown Village
Mall; Carmel Mission
Inn; Riviera
Building; Croft
Station; Cabot
Industrial
Portfolio; Centro
Heritage
142 PRD Development Although the Mortgaged Property is
legally non-conforming, law and
ordinance coverage is not in place.
In lieu of law and ordinance
coverage, the Mortgage Loan is
recourse to the extent of the cost
required to cause the Mortgaged
Property to comply with applicable
building and zoning codes.
Representation #(41)
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
214 Cortland MHC The Mortgaged Property is serviced
by private water wells. However, in
addition to the standard recourse
carveouts, the Mortgage Loan is
recourse to the extent there are
any losses due to the lack of
public water service to the
Mortgaged Property.
222 Countryside MHC The Mortgaged Property is serviced
by private water wells. However, in
addition to the standard recourse
carveouts, the Mortgage Loan is
recourse to the extent there are
any losses due to the lack of
public water service to the
Mortgaged Property.
192 Tunkhannock The Mortgaged Property is not
Geisinger Building connected to the public water
system; however, it is serviced by
an on-site well water system.
Representation #(42)
Loan Number Loan Name Description of Exception
--------------------------------------------------------------------------------
176 Central Heights Terrorism insurance premiums are
Shopping Center capped at $12,000 per year
17 Fifth Third Center Terrorism insurance premiums are
capped at $125,000 per year,
subject to annual increases based
on the Consumer Price Index.
49; 23; 40; Kimco PNP - Green
105; 143; Valley Town and
32; 58; 34; Country; Kimco PNP -
68; 102; Sunset Esplanade;
53; 36; 79; Kimco PNP - Country
30 Gables Shopping
Center; Kimco PNP -
Panther Lake; Kimco
PNP - Oceanside Town
& Country; Kimco PNP
- North County
Plaza; Kimco PNP -
Tacoma Central;
Kimco PNP - Granary
Square; Kimco PNP -
Fairmont Shopping
Center; Kimco PNP -
Creekside Center; Terrorism insurance premiums are
Kimco PNP - Dublin capped at an amount equal to two
Retail Center; Kimco times the amount of the then
PNP - Century current annual premiums for the
Center; Kimco PNP - Mortgagor's all-risk, business
Canyon Ridge Plaza; income, comprehensive boiler and
Kimco PNP - Bixby machinery and flood insurance
Hacienda Plaza policies.
135 Mason Woods Village Terrorism insurance premiums are
capped at $13,000 per year.
56 Lenox Terrorism insurance premiums are
capped at $45,000 per year, subject
to annual increases based on the
Consumer Price Index.
57 2200/2250 Park Place Terrorism premiums are capped at
150% of the amount of the premium
paid by the Mortgagor in the first
year terrorism coverage was
obtained.
160 Masonite US Corp Terrorism insurance premiums are
Industrial Facility capped at $15,000 per year, subject
to annual increases based on the
Consumer Price Index.
83 Plaza Rios Shopping Terrorism insurance premiums are
Center capped at $10,000 per year.
111 Plaza 303 Shopping Terrorism insurance premiums are
Center capped at $10,000 per year.
8 Presidential Tower Terrorism insurance premiums are
capped at $175,000 per year,
subject to annual increases based
on the Consumer Price Index.
62 Palladium Park Terrorism insurance premiums are
capped at $3,000 per year.
19 Conroe Marketplace Terrorism insurance premiums are
Shopping Center capped at an amount equal to two
times the amount of the then
current annual premiums for the
Mortgagor's all-risk, business
income, comprehensive boiler and
machinery and flood insurance
policies.
10 Americold Portfolio Terrorism insurance premiums are
capped at $250,000 per year.
12 Quantum One Terrorism insurance premiums are
capped at an amount equal to two
times the amount of the then
current annual premiums for the
Mortgagor's all-risk and rental
loss income insurance policies.
11 Southside Works Terrorism insurance premiums are
capped at an amount equal to two
times the amount of the then
current annual premiums for the
Mortgagor's all-risk and rental
loss income insurance policies.
3 Quantico Portfolio Terrorism insurance is only
required to the extent that such
insurance can be purchased for a
premium per annum not in excess of
$39,750, if the Terrorism Risk
Insurance Act is in effect on the
date of determination, or $77,250,
if the Terrorism Risk Insurance Act
is not in effect on the date of
determination.
14 Cabot Industrial Terrorism insurance premiums are
Portfolio capped at $150,000 per year.
2 Centro Heritage Terrorism insurance premiums are
Portfolio IV capped at $300,000 per year.
1 131 South Dearborn Terrorism insurance premiums are
capped at $700,000 per year,
subject to annual increases based
on the Consumer Price Index.
EXHIBIT D
FORM OF OFFICER'S CERTIFICATE
I, [______], a duly appointed, qualified and acting [______] of
JPMorgan Chase Bank, National Association, a national banking association (the
"Company"), hereby certify as follows:
1. I have examined the Mortgage Loan Purchase Agreement, dated as of March 7,
2007 (the "Agreement"), between the Company and J.P. Morgan Chase
Commercial Mortgage Securities Corp., and all of the representations and
warranties of the Company under the Agreement are true and correct in all
material respects on and as of the date hereof with the same force and
effect as if made on and as of the date hereof.
2. The Company has complied with all the covenants and satisfied all the
conditions on its part to be performed or satisfied under the Agreement on
or prior to the date hereof and no event has occurred which, with notice
or the passage of time or both, would constitute a default under the
Agreement.
3. I have examined the information regarding the Mortgage Loans in each Free
Writing Prospectus (as defined in the Indemnification Agreement), when
read in conjunction with the other Time of Sale Information (as defined in
the Indemnification Agreement), the Prospectus, dated September 22, 2006,
as supplemented by the Prospectus Supplement, dated February 23, 2007
(collectively, the "Prospectus"), relating to the offering of the Class
A-1, Class A-3, Class A-4, Class A-1A, Class X, Class A-M, Class A-MFL,
Class A-J, Class B, Class C and Class D Certificates, the Private
Placement Memorandum, dated February 23, 2007 (the "Privately Offered
Certificate Private Placement Memorandum"), relating to the offering of
the Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class P and Class NR Certificates, and the Residual Private
Placement Memorandum, dated February 23, 2007 (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 7th day of March
2007.
By:_____________________________
Name:
Title:
