Mortgage Loan Purchase Agreement between J.P. Morgan Chase Commercial Mortgage Securities Corp. and CIBC Inc. (March 16, 2006)

Contract Categories: Business Finance › Purchase Agreements
Summary

This agreement, dated March 16, 2006, is between J.P. Morgan Chase Commercial Mortgage Securities Corp. (purchaser) and CIBC Inc. (seller). CIBC sells and transfers a pool of fixed-rate mortgage loans totaling over $967 million to J.P. Morgan Chase, who will then transfer them to a trust for securitization. The agreement outlines the sale terms, transfer of ownership, delivery of loan documents, and payment of the purchase price. It also specifies how payments and records are handled after the sale, and references related servicing and pooling agreements.

Read More Arrow
EX-10.2 6 jp892575-ex10_2.txt CIBC MORTGAGE LOAN PURCHASE AGREEMENT Exhibit 10.2 ================================================================================ J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., PURCHASER, CIBC INC. SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of March 16, 2006 $967,110,847.13 Fixed Rate Mortgage Loans Series 2006-CIBC14 ================================================================================ This Mortgage Loan Purchase Agreement (this "Agreement"), dated as of March 16, 2006, is between J.P. Morgan Chase Commercial Mortgage Securities Corp., as purchaser (the "Purchaser"), and CIBC Inc., as seller ("CIBC" or the "Seller"). Capitalized terms used in this Agreement not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement dated as of March 16, 2006 (the "Pooling and Servicing Agreement") among the Purchaser, as depositor (the "Depositor"), GMAC Commercial Mortgage Corporation, Inc., as master servicer ("Master Servicer"), Midland Loan Services, Inc., as special servicer ("Special Servicer"), LaSalle Bank National Association, as trustee (the "Trustee") and as paying agent (in such capacity, the "Paying Agent"), pursuant to which the Purchaser will sell the Mortgage Loans (as defined herein) to a trust fund and certificates representing ownership interests in the Mortgage Loans will be issued by the trust fund. For purposes of this Agreement, the term "Mortgage Loans" refers to the mortgage loans listed on Exhibit A and "Mortgaged Properties" refers to the properties securing such Mortgage Loans. The Purchaser and the Seller wish to prescribe the manner of sale of the Mortgage Loans from the Seller to the Purchaser and in consideration of the premises and the mutual agreements hereinafter set forth, agree as follows: SECTION 1. Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, all of its right, title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain Servicing Rights Purchase and Sale Agreement, dated as of the date hereof between the Master Servicer and the Seller) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-off Date). In addition to the sale and conveyance of the Mortgage Loans, the Seller does hereby transfer and assign to the Purchaser its right, title and interest under that certain Loan Sale Agreement, dated as of March 16, 2006 ("Houston Galleria Loan Sale Agreement"), by and between the Seller, as purchaser, and JPMorgan Chase Bank, National Association ("JPMorgan"), as seller, including the representations and warranties therein made by JPMorgan and the remedies for any breach of such representations and warranties. 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 A-1, Class A-2, Class A-3B, Class A-4, Class A-SB, Class A-1A, Class A-M, Class A-J, Class X-2, Class B, Class C and Class D Certificates (the "Offered Certificates") to the underwriters specified in the underwriting agreement dated March 3, 2006 (the "Underwriting Agreement") between the Depositor and J.P. Morgan Securities Inc. ("JPMSI") for itself and as representative of CIBC World Markets Corp. ("CIBCWMC"), Deutsche Bank Securities Inc. ("DBSI") and Nomura Securities International, Inc. ("Nomura" and together with JPMSI, CIBCWMC and DBSI, the "Underwriters"), and the Depositor will sell the Class X-1, Class A-3A, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P and Class NR Certificates (the "Private Certificates") to JPMSI, as the initial purchaser (together with the Underwriters, the "Dealers") specified in the certificate purchase agreement, dated March 3, 2006 (the "Certificate Purchase Agreement"), between the Depositor and JPMSI. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay to the Seller or at the Seller's direction $972,571,976.34 (which amount is inclusive of accrued interest) in immediately available funds minus the costs set forth in Section 9 hereof. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. SECTION 2. Books and Records; Certain Funds Received After the Cut-off Date. From and after the sale of the Mortgage Loans to the Purchaser, record title to each Mortgage and the related Mortgage Note shall be transferred to the Trustee in accordance with this Agreement. Any funds due after the Cut-off Date in connection with a Mortgage Loan received by the Seller shall be held in trust for the benefit of the Trustee as the owner of such Mortgage Loan and shall be transferred promptly to the Trustee. All scheduled payments of principal and interest due on or before the Cut-off Date but collected after the Cut-off Date, and recoveries of principal and interest collected on or before the Cut-off Date (only in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date and principal prepayments thereon), shall belong to, and shall be promptly remitted to, the Seller. The transfer of each Mortgage Loan shall be reflected on the Seller's balance sheets and other financial statements as a sale of the Mortgage Loans by the Seller to the Purchaser. The Seller intends to treat the transfer of each Mortgage Loan to the Purchaser as a sale for tax purposes. The transfer of each Mortgage Loan shall be reflected on the Purchaser's balance sheets and other financial statements as the purchase of the Mortgage Loans by the Purchaser from the Seller. The Purchaser intends to treat the transfer of each Mortgage Loan from the Seller as a purchase for tax purposes. SECTION 3. Delivery of Mortgage Loan Documents; Additional Costs and Expenses. (a) The Purchaser hereby directs the Seller, and the Seller hereby agrees, upon the transfer of the Mortgage Loans contemplated herein, to deliver on the Closing Date to the Trustee or a Custodian appointed thereby, all documents, instruments and agreements required to be delivered by the Purchaser to the Trustee with respect to the Mortgage Loans under Sections 2.01(b) and (c) of the Pooling and Servicing Agreement, and meeting all the requirements of such Sections 2.01(b) and (c), and such other documents, instruments and agreements as the Purchaser or the Trustee shall reasonably request and which are in the Seller's possession or under the Seller's control. In addition, the Seller agrees to deliver or cause to be delivered to the Master Servicer, the Servicing File for each Mortgage Loan transferred pursuant to this Agreement; provided that the Seller shall not be required to deliver any draft documents, privileged or internal communications or credit underwriting or due diligence analyses or data. (b) With respect to the transfer described in Section 1 hereof, if the Mortgage Loan documents do not require the related Mortgagor to pay any costs and expenses relating to any modifications to a related letter of credit which modifications are required to effectuate such transfer (the "Transfer Modification Costs"), then the Seller shall pay the Transfer Modification Costs required to transfer the letter of credit to the Purchaser as described in such Section 1; provided that if the Mortgage Loan documents require the related Mortgagor to pay any Transfer Modification Costs, such Transfer Modification Costs shall be an expense of the Mortgagor unless such Mortgagor fails to pay such Transfer Modification Costs after the Master Servicer has exercised all remedies available under the applicable Mortgage Loan documents to collect such Transfer Modification Costs from such Mortgagor, in which case the Master Servicer shall give the Seller notice of such failure and the Seller shall pay such Transfer Modification Costs. (c) Notwithstanding the foregoing, solely with respect to the Houston Galleria Mortgage Loan, JPMorgan shall perform the obligations of the Seller set forth in this Section 3 and Seller shall have no responsibility to perform such obligations or to cause JPMorgan to perform such obligations. 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 A-1, A-2, A-3, B and D 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 A-1, A-2, A-3, B and D 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 A-1, A-2, A-3, B and D 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 A-1, A-2, A-3, B and D thereto and the Diskette included therewith, with respect to any information relating to the Mortgage Loans or the Seller, will comply with applicable law. All terms used in this clause (c) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement, dated as of March 3, 2006 among the Purchaser, the Seller and the Dealers (the "Indemnification Agreement"). (d) Notwithstanding the foregoing, solely with respect to the Houston Galleria Mortgage Loan, JPMorgan shall perform the obligations of the Seller set forth in this Section 5 and the Seller shall have no responsibility to perform such obligations or to cause JPMorgan to perform such obligations. SECTION 6. Representations and Warranties. (a) The Seller represents and warrants to the Purchaser as of the Closing Date that: (i) it is a Delaware corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware; (ii) it has the power and authority to own its property and to carry on its business as now conducted; (iii) it has the power to execute, deliver and perform this Agreement; (iv) it is duly qualified to transact business in the State of New York. 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 (other than the Houston Galleria Mortgage Loan, including without limitation, the Houston Galleria A-2b Note) 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 (except with respect to the Houston Galleria Mortgage Loan or the Houston Galleria Mortgaged Property). (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 (except with respect to the Houston Galleria Mortgage Loan or the Houston Galleria Mortgaged Property) not being a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulation Section 1.860G-2(f)(2) that causes a defective mortgage loan to be treated as a qualified mortgage, the Seller's discovery of such Breach or Defect (the "Initial Resolution Period"), (i) cure such Defect or Breach, as the case may be, in all material respects, (ii) repurchase the affected Mortgage Loan at the applicable Repurchase Price (as defined below) or (iii) substitute a Qualified Substitute Mortgage Loan (as defined below) for such affected Mortgage Loan (provided that in no event shall any such substitution occur later than the second anniversary of the Closing Date) and pay the Master Servicer for deposit into the Certificate Account, any Substitution Shortfall Amount (as defined below) in connection therewith; provided, however, that, except with respect to a Defect resulting solely from the failure by the Mortgage Loan Seller to deliver to the Trustee or Custodian the actual policy of lender's title insurance required pursuant to clause (ix) of the definition of Mortgage File by a date not later than 12 months following the Closing Date, if such Breach or Defect is capable of being cured but not within the Initial Resolution Period, and the Seller has commenced and is diligently proceeding with the cure of such Breach or Defect within such the Initial Resolution Period, the Seller shall have an additional 90 days commencing immediately upon the expiration of the Initial Resolution Period (the "Extended Resolution Period") to complete such cure (or, failing such cure, to repurchase the related Mortgage Loan or substitute a Qualified Substitute Mortgage Loan as described above); and provided, further, that with respect to the Extended Resolution Period the Seller shall have delivered an officer's certificate to the Trustee setting forth the reason such Breach or Defect is not capable of being cured within the Initial Resolution Period and what actions the Seller is pursuing in connection with the cure thereof and stating that the Seller anticipates that such Breach or Defect will be cured within the Extended Resolution Period. Notwithstanding the foregoing, any Defect or Breach which causes any Mortgage Loan not to be a "qualified mortgage" (within the meaning of Section 860G(a)(3) of the Code, without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) which causes a defective mortgage loan to be treated as a qualified mortgage) shall be deemed to materially and adversely affect the interests of the holders of the Certificates therein, and such Mortgage Loan shall be repurchased or a Qualified Substitute Mortgage Loan substituted in lieu thereof without regard to the extended cure period described in the preceding sentence. If the affected Mortgage Loan is to be repurchased, the Seller shall remit the Repurchase Price (defined below) in immediately available funds to the Trustee. If any Breach pertains to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage Loan document requires the related Mortgagor to bear the costs and expenses associated with any particular action or matter under such Mortgage Loan document(s), then Seller shall not be required to repurchase such Mortgage Loan and the sole remedy with respect to any Breach of such representation shall be to cure such Breach within the applicable cure period (as the same may be extended) by reimbursing the Trust Fund (by wire transfer of immediately available funds) the reasonable amount of any such costs and expenses incurred by the Master Servicer, the Special Servicer, the Trustee or the Trust Fund that are the basis of such Breach and have not been reimbursed by the related Mortgagor; provided, however, that in the event any such costs and expenses exceed $10,000, the Seller shall have the option to either repurchase or substitute for the related Mortgage Loan as provided above or pay such costs and expenses. Except as provided in the proviso to the immediately preceding sentence, the Seller shall remit the amount of such costs and expenses and upon its making such remittance, the Seller shall be deemed to have cured such Breach in all respects. To the extent any fees or expenses that are the subject of a cure by the Seller are subsequently obtained from the related Mortgagor, the portion of the cure payment equal to such fees or expenses obtained from the Mortgagor shall be returned to the Seller pursuant to Section 2.03(f) of the Pooling and Servicing Agreement. Notwithstanding any provisions of this Agreement, Seller shall have no obligation or responsibility to cure any Breach or Defect with respect to the Houston Galleria Mortgage Loan or the Houston Galleria Mortgaged Property or to repurchase or substitute for the Houston Galleria Mortgage Loan in connection with a Breach or Defect with respect to the Houston Galleria Mortgage Loan. Any of the following will cause a document in the Mortgage File to be deemed to have a Defect and to be conclusively presumed to materially and adversely affect the interests of Certificateholders in a Mortgage Loan and to be deemed to materially and adversely affect the interests of the Certificateholders in and the value of a Mortgage Loan: (a) the absence from the Mortgage File of the original signed Mortgage Note, unless the Mortgage File contains a signed lost note affidavit and indemnity with a copy of the Mortgage Note that appears to be regular on its face; (b) the absence from the Mortgage File of the original signed Mortgage that appears to be regular on its face, unless there is included in the Mortgage File a certified copy of the Mortgage and a certificate stating that the original signed Mortgage was sent for recordation; (c) the absence from the Mortgage File of the lender's title insurance policy (or if the policy has not yet been issued, an original copy of a "marked up" written commitment or the pro forma or specimen title insurance policy) called for by clause (ix) of the definition of "Mortgage File" in the Pooling and Servicing Agreement; (d) the absence from the Mortgage File of any required letter of credit; (e) with respect to any leasehold mortgage loan, the absence from the related Mortgage File of a copy (or an original, if available) of the related Ground Lease; or (f) the absence from the Mortgage File of any intervening assignments required to create a complete chain of assignments to the Trustee on behalf of the Trust, unless there is included in the Mortgage File a certified copy of the intervening assignment and a certificate stating that the original intervening assignments were sent for recordation; provided, however, that no Defect (except a Defect previously described in clauses (a) through (f) above) shall be considered to materially and adversely affect the value of the related Mortgage Loan, the related Mortgaged Property or the interests of the Trustee or Certificateholders unless the document with respect to which the Defect exists is required in connection with an imminent enforcement of the Mortgagee's rights or remedies under the related Mortgage Loan, defending any claim asserted by any borrower or third party with respect to the Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the Mortgage Loan or for any immediate significant servicing obligation. Notwithstanding the foregoing, the delivery of executed escrow instructions or a commitment to issue a lender's title insurance policy, as provided in clause (ix) of the definition of "Mortgage File" in the Pooling and Servicing Agreement, in lieu of the delivery of the actual policy of lender's title insurance, shall not be considered a Defect or Breach with respect to any Mortgage File if such actual policy is delivered to the Trustee or a Custodian on its behalf not later than 12 months following the Closing Date. If (i) any Mortgage Loan is required to be repurchased or substituted for in the manner described in the first paragraph of this Section 6(e), (ii) such Mortgage Loan is a Crossed Loan, and (iii) the applicable Defect or Breach does not constitute a Defect or Breach, as the case may be, as to any other Crossed Loan in such Crossed Group (without regard to this paragraph), then the applicable Defect or Breach, as the case may be, will be deemed to constitute a Defect or Breach, as the case may be, as to each other Crossed Loan in the Crossed Group for purposes of this paragraph, and the Seller will be required to repurchase or substitute for all of the remaining Crossed Loans in the related Crossed Group as provided in the first paragraph of this Section 6(e) unless such other Crossed Loans in such Crossed Group satisfy the Crossed Loan Repurchase Criteria and satisfy all other criteria for substitution and repurchase of Mortgage Loans set forth herein. In the event that the remaining Crossed Loans satisfy the aforementioned criteria, the Seller may elect either to repurchase or substitute for only the affected Crossed Loan as to which the related Breach or Defect exists or to repurchase or substitute for all of the Crossed Loans in the related Crossed Group. The Seller shall be responsible for the cost of any Appraisal required to be obtained to determine if the Crossed Loan Repurchase Criteria have been satisfied, so long as the scope and cost of such Appraisal has been approved by the Seller (such approval not to be unreasonably withheld). The "Repurchase Price" with respect to any Mortgage Loan or REO Loan to be repurchased pursuant to this Agreement and Section 2.03 of the Pooling and Servicing Agreement, shall have the meaning given to the term "Purchase Price" in the Pooling and Servicing Agreement. A "Qualified Substitute Mortgage Loan" with respect to any Mortgage Loan or REO Loan to be substituted pursuant to this Agreement and Section 2.03 of the Pooling and Servicing Agreement, shall have the meaning given to such term in the Pooling and Servicing Agreement. A "Substitution Shortfall Amount" with respect to any Mortgage Loan or REO Loan to be substituted pursuant to this Agreement and Section 2.03 of the Pooling and Servicing Agreement, shall have the meaning given to such term in the Pooling and Servicing Agreement. In connection with any repurchase or substitution of one or more Mortgage Loans contemplated hereby, (i) the Purchaser shall execute and deliver, or cause the execution and delivery of, such endorsements and assignments, without recourse to the Trust, as shall be necessary to vest in the Seller the legal and beneficial ownership of each repurchased Mortgage Loan or replaced Mortgage Loan, as applicable, (ii) the Purchaser shall deliver, or cause the delivery, to the Seller of all portions of the Mortgage File and other documents pertaining to such Mortgage Loan possessed by the Trustee, or on the Trustee's behalf, and (iii) the Purchaser shall release, or cause to be released, to the Seller any escrow payments and reserve funds held by the Trustee, or on the Trustee's behalf, in respect of such repurchased or replaced Mortgage Loans. (f) The representations and warranties of the parties hereto shall survive the execution and delivery and any termination of this Agreement and shall inure to the benefit of the respective parties, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes or Assignment of Mortgage or the examination of the Mortgage Files. (g) Each party hereby agrees to promptly notify the other party of any breach of a representation or warranty contained in this Section 6. The Seller's obligation to cure any Breach or Defect or repurchase or substitute any affected Mortgage Loan pursuant to Section 6(e) shall constitute the sole remedy available to the Purchaser in connection with a Breach or Defect. It is acknowledged and agreed that the representations and warranties are being made for risk allocation purposes; provided, however, that no limitation of remedy is implied with respect to the Seller's breach of its obligation to cure, repurchase or substitute in accordance with the terms and conditions of this Agreement. SECTION 7. Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D. (b) The Purchaser shall have received the following additional closing documents: (i) copies of the Seller's certificate of incorporation and by-laws, certified as of a recent date by the Assistant Secretary of the Seller; (ii) a certificate as of a recent date of the Secretary of State of the State of Delaware to the effect that the Seller is duly organized, existing and in good standing in the State of Delaware; (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 corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (B) the Seller has the corporate 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 corporate or other 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 certificate of incorporation 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 the State of Delaware or 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, Wickersham & Taft LLP, New York, New York, at 10:00 a.m., on the Closing Date or such other place and time as the parties shall agree. The parties hereto agree that time is of the essence with respect to this Agreement. SECTION 9. Expenses. The Seller will pay its pro rata share (the Seller's pro rata portion to be determined according to the percentage that the aggregate principal balance as of the Cut-off Date of all the Mortgage Loans represents in proportion to the aggregate principal balance as of the Cut-off Date of all the mortgage loans to be included in the Trust Fund) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing,) and delivering the Certificates; (iii) the reasonable and documented fees, costs and expenses of the Trustee and its counsel incurred in connection with the Trustee entering into the Pooling and Servicing Agreement; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Prospectus, any Free Writing Prospectus (as defined in the Indemnification Agreement), the Memoranda (as defined in the Indemnification Agreement) and any related 8-K Information (as defined in the Underwriting Agreement), or items similar to the 8-K Information, including the cost of obtaining any "comfort letters" with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering the Registration Statement, the Prospectus, the Memoranda and any Free Writing Prospectus, and the reproduction and delivery of this Agreement and the furnishing to the Underwriters of such copies of the Registration Statement, the Prospectus, the Memoranda, any Free Writing Prospectus and this Agreement as the Underwriters may reasonably request; (viii) the fees of the rating agency or agencies requested to rate the Certificates and (ix) the reasonable fees and expenses of Thacher Proffitt & Wood, LLP, counsel to the Underwriters and Cadwalader, Wickersham & Taft 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, J.P. Morgan Chase Commercial Mortgage Securities Corp., 270 Park Avenue, New York, New York 10017, Attention: Dennis Schuh, Vice President, telecopy number ###-###-####, (ii) in the case of the Seller, CIBC Inc., 300 Madison Avenue, 8th Floor, New York, New York 10017, Attention: Real Estate Finance Group, telecopy number: (212) 667-5676 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. J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. By: /s/ Charles Y. Lee ------------------------------------ Name: Charles Y. Lee Title: Vice President CIBC INC. By: /s/ Todd H. Roth ------------------------------------ Name: Todd H. Roth Title: Authorized Signatory EXHIBIT A MORTGAGE LOAN SCHEDULE JPMCC 2006-CIBC14 Mortgage Loan Schedule (CIBC)
Loan # Mortgagor Name - -------- ---------------------------------------------------------------------------------------- 16 510 Fifth Avenue LLC 18 San Antonio CP, Ltd. 22 St. Louis Financial Associates, LLC 25 River Place at Rahway, LLC 28 MK Landlord (DE) Limited Partnership 28.01 MK Landlord (DE) Limited Partnership 28.02 MK Landlord (DE) Limited Partnership 28.03 MK Landlord (DE) Limited Partnership 28.04 MK Landlord (DE) Limited Partnership 28.05 MK Landlord (DE) Limited Partnership 29 Green Bay Plaza LLC 30 Granite JFK LLC 31 Sierra Crossroads, LLC 32 C & F Second Avenue LLC 35 401 Church Street LLC 36 450 ICA Partners L.P. 37 Courtside Condominiums, L.C., Pebble Creek Place, L.C. and Remington Condominiums, L.C. 37.01 Courtside Condominiums, L.C., Pebble Creek Place, L.C. and Remington Condominiums, L.C. 37.02 Courtside Condominiums, L.C., Pebble Creek Place, L.C. and Remington Condominiums, L.C. 37.03 Courtside Condominiums, L.C., Pebble Creek Place, L.C. and Remington Condominiums, L.C. 38 DTWR LLC 45 Daniel Island Sun, LLC 46 Coshocton Gilchrist LLC, Johnstown Condominiums, LLC, and Keny Boulevard Apartments, LLC 46.01 Coshocton Gilchrist LLC, Johnstown Condominiums, LLC, and Keny Boulevard Apartments, LLC 46.02 Coshocton Gilchrist LLC, Johnstown Condominiums, LLC, and Keny Boulevard Apartments, LLC 46.03 Coshocton Gilchrist LLC, Johnstown Condominiums, LLC, and Keny Boulevard Apartments, LLC 47 F & S Metro Corporate Center, LLC 48 Goldsboro Crossing LLC 49 2850 Appleton Associates, L.P. 50 CalMac Suites, Ltd. 51 Beach Metro-Oregon, LLC and Nebraska Partners-Oregon, LLC 52 Atlas Ventures, LLC 53 Dix McBride LLC 54 Sokolski\Kulas Ownership Group, L.L.C. 59 Green Trails Venture, LLC 61 32 W. 39th Midtown Properties, LLC 63 Grant One Associates, L.P. 66 Allendale Shopping LLC 69 Osceola Ridge II, LLC 71 Pheasant Run Townhouse Apartments, LLC 72 RPD Houston Building, LP 73 The Tallahassee Plaza L.L.C. 74 112 Mall Road LLC 75 Canal Holdings, L.L.C. 76 Gerard Avenue LLC 77 17320-90 Main St. Hesperia, LLC 78 GCD Partners, LLC 79 Sherwood Marketplace, LLC 81 Beechmont Realty Associates, LLC 90 One Eleven Tampa, LLC 93 Chartre Oaks, LLC 93.01 Chartre Oaks, LLC 93.02 Chartre Oaks, LLC 94 205 Chubb Avenue L.L.C. 96 Prompt Realty, LLC 97 Shinn Hospitality, Ltd. 98 Forest Hills of Tallahassee LC 99 Summit Finance, LLC 100 Abington Equity Partners, LLC 103 Ridgeway Plaza LLC 104 RJ Dooley Realty, Inc. 106 Wainwright Building, LLC 108 Yacoel Investments II, LLC 112 Yacoel Investments III, LLC 114 Chapel Terrace, LLC 115 HEG Kokomo, L.L.C. 119 Realmark-Fountains, L.L.C. 121 914 Preston LP 122 Blackburn Properties LLC 126 Donato at Wall 1, LLC 130 Washco Tristate Plaza II, LLC 131 Avalon Plaza, LLC 133 Bernstein-Glades, LLC 134 City Line Associates Limited Partnership 136 Seventy Square Associates Limited Partnership 137 MHK Jacksonville LLC 138 Big Sky Real Properties, L.L.C. 139 Diho Houston, L.L.C. 140 Bridge Commercial Partners Fund III, LLC 141 Parc Val Partners 142 CCSG, LLC 143 Shannon Realty Partnership a Limited Partnership 144 Shelby Crossing Apartments, LLC 145 Basin Street Associates, Inc. 146 Sycamore Springs, L.L.C. 149 Johnston Square Associates, LLC 150 Kragen Properties, LLC 152 ZP No. 165, LLC 153 Cedar Retail Investment LLC 154 MBC Realty LLC 155 New Candlelight Apartments, LLC 156 Frazier Partners, LLC 159 G&L Glastonbury, LLC 160 R&D Majestic LLC 160.01 R&D Majestic LLC 160.02 R&D Majestic LLC 160.03 R&D Majestic LLC 160.04 R&D Majestic LLC 161 BC MHP LP 163 Campus Crossing, LLC 163.01 Campus Crossing, LLC 163.02 Campus Crossing, LLC 163.03 Campus Crossing, LLC 163.04 Campus Crossing, LLC 164 Dover Silver Lakes LLC 167 Empire Ellipse, LLC 168 400 Executive Blvd LLC 169 165 Chubb Avenue L.L.C. 170 Hunt Club Apartments, LLC 171 SC Northwest Crossing I Limited Partnership 173 10 Neptune LLC 175 The Inland Ave 0324, LP 180 THMB 725 Southern LLC 182 AP-Amsterdam 209th & Hull LLC 186 AP-Amsterdam 754 Manida LLC 187 JAB Realty LLC 189 Yacoel Investments, LLC 193 Benchmark West, LLC 195 AP-Amsterdam 3035 Wallace LLC 198 THMB 1935 Bergen LLC Loan # Property Address City State Zip Code - ------ ------------------------------------------------------------- ----------------- ------- -------- 16 510 Fifth Avenue New York NY 10036 18 3233 NW Loop 410 San Antonio TX 78213 22 100 South 4th Street St. Louis MO 63102 25 190-200 Lewis Street Rahway NJ 07065 28 Various Various Various Various 28.01 1340 Neubrecht Road Lima OH 45801 28.02 5477 Evergreen Parkway Sheffield Village OH 44054 28.03 8040 Center Point 70 Boulevard Huber Heights OH 45424 28.04 5750 State Route 251 Peru IL 61354 28.05 1540 Cainsville Road Lebanon TN 37090 29 1481-1535 West Mason Street and 713-831 South Military Avenue Green Bay WI 54304 30 145-11 North Conduit Avenue Jamaica NY 11436 31 11201 - 11285 Sierra Avenue Fontana CA 92337 32 58 2nd Avenue Brooklyn NY 11215 35 401 Church Street Nashville TN 37219 36 450 Winks Lane Bensalem PA 19020 37 Various Various UT Various 37.01 517 South 1230 West and 540 South 1200 West Orem UT 84058 37.02 1219 South 580 West Orem UT 84057 37.03 850 North Highway 89 North Salt Lake UT 84054 38 65 Cadillac Square Detroit MI 48226 45 185 Fairchild Street Daniel Island SC 29492 46 Various Various OH Various 46.01 801 Randy Drive Mt. Vernon OH 43050 46.02 815 Cole Drive Johnstown OH 43031 46.03 1090 Claudia Drive London OH 43140 47 1840 Gateway Drive San Mateo CA 94404 48 1205 - 1301 North Berkeley Boulevard Goldsboro NC 27534 49 2850 Appleton Street Camp Hill PA 17011 50 1800 South Second Street McAllen TX 78503 51 12725 SW Millikan Way Beaverton OR 97005 52 700 Greenlawn Drive Columbia SC 29209 53 2229-2259 Dixs Avenue Far Rockaway NY 11691 54 One Main Street Champaign IL 61820 59 2701-2799 Maple Avenue Lisle IL 60532 61 32 West 39th Street New York NY 10018 63 9475 Roosevelt Boulevard Philadelphia PA 19114 66 5 Cheshire Road and 898 Crane Avenue Pittsfield MA 01201 69 1001 Ocala Road Tallahassee FL 32304 71 1101 Grebe Court Martinsburg WV 25401 72 1001-1015 Texas Avenue Houston TX 77002 73 982 West Brevard Street Tallahassee FL 32304 74 112 Burlington Mall Road Burlington MA 01803 75 155 Canal Street New York NY 10013 76 586 River Avenue Bronx NY 10451 77 17320-17398 Main Street Hesperia CA 92345 78 901-997 Golf Course Drive Rohnert Park CA 94928 79 16555 NW 12th Street Sherwood OR 97140 81 8080, 8104 and 8170 Beechmont Avenue Cincinnati OH 45255 90 5610 West LaSalle Street Tampa FL 33607 93 Various Tallahassee FL 32304 93.01 2001 Belle Vue Way Tallahassee FL 32304 93.02 250 Ocala Road South Tallahassee FL 32304 94 205 Chubb Avenue Lyndhurst NJ 07071 96 101-01 Foster Avenue Brooklyn NY 11236 97 2601 East President George Bush Turnpike Plano TX 75074 98 1817 West Call Street Tallahassee FL 32304 99 8555 16th Street Silver Springs MD 20910 100 4656 Edwardian Circle Indianapolis IN 46254 103 158-180 Route 25A East Setauket NY 11733 104 35 Main Street Poughkeepsie NY 12601 106 229 West Bute Street Norfolk VA 23510 108 1850 and 1840 Main Court Chula Vista CA 91911 112 1830 and 1860 Main Court Chula Vista CA 91911 114 114 Chapel Drive and 1828 West Pensacola Street Tallahassee FL 32304 115 208 East Southway Boulevard Kokomo IN 46902 119 6615 Fountains Boulevard West Chester OH 45069 121 402 Main Street Houston TX 77002 122 2007 Beech Grove Place Utica NY 13501 126 1800 Route 34 Wall Township NJ 07866 130 1741 Dual Highway Haggerstown MD 21740 131 8245 Dickerson Lane Salisbury MD 21801 133 9181-9183 Glades Road Boca Raton FL 33434 134 155A Mytilene Drive Newport News VA 23605 136 701 Route 70 West Marlton NJ 08053 137 5800 Ramona Boulevard Jacksonville FL 32205 138 7585 East Redfield Road, 7580 & 7590 East Gray Road Scottsdale AZ 85260 139 9250-9288 Bellaire Boulevard Houston TX 77036 140 7960 Niwot Road Niwot CO 80503 141 7009 Weil Avenue St. Louis MO 63119 142 2813 Spring Garden Street Greensboro NC 27403 143 9000-9040 Royal Palm Boulevard Coral Springs FL 33065 144 500 La Fontenay Court Louisville KY 40223 145 201 Basin Street Williamsport PA 17701 146 5001 - 5142 Sycamore Springs Drive House Springs MO 63051 149 1408 South Pollock Street Selma NC 27576 150 2701-2739 and 2801-2837 Whitson Street Selma CA 93662 152 3500 Martin Luther King Boulevard New Bern NC 28562 153 580 South Main Street Cedar City UT 84720 154 180-186 Gardner Street Arlington MA 02474 155 1006 Harvard Drive SE Warren OH 44484 156 330 Frazier Avenue Chattanooga TN 37405 159 148 Eastern Boulevard Glastonbury CT 06033 160 Various Bronx NY Various 160.01 2698 Creston Avenue Bronx NY 10468 160.02 276 East 199th Street Bronx NY 10458 160.03 2650 Briggs Avenue Bronx NY 10458 160.04 3477 Fort Independence Street Bronx NY 10463 161 8336 Oak Ridge Highway Knoxville TN 37931 163 Various Greensboro NC 27403 163.01 1714 Brice Street Greensboro NC 27403 163.02 906 Howard Street Greensboro NC 27403 163.03 1722 Brice Street Greensboro NC 27403 163.04 920 Highland Avenue Greensboro NC 27403 164 860 Silver Lake Boulevard Dover DE 19904 167 4201 Church Road Mt. Laurel NJ 08054 168 400 Executive Boulevard Ossining NY 10562 169 165 Chubb Avenue Lyndhurst NJ 07071 170 5421 Calder Way Indianapolis IN 46226 171 1250 Northwest Highway Garland TX 75041 173 10 Neptune Boulevard Neptune NJ 07753 175 11300 Inland Avenue Mira Loma CA 91752 180 725 Southern Boulevard Bronx NY 10455 182 308 East 209th Street and 3291 Hull Avenue Bronx NY 10467 186 754 Manida Street Bronx NY 10474 187 980 Main Street Woburn MA 01801 189 1810 & 1820 Main Court Chula Vista CA 91911 193 2202 West Pensacola Street Tallahassee FL 32304 195 3035 Wallace Avenue Bronx NY 10467 198 1935 Bergen Street Brooklyn NY 11233 Loan # County Property Name Size Measure Interest Rate (%) - ------ ----------------- ------------------------------------ ------ ----------- ----------------- 16 New York 510 Fifth Avenue 61159 Square Feet 5.60000 18 Bexar San Antonio Marriott Northwest 296 Rooms 5.87000 22 Saint Louis City Deloitte Building 248651 Square Feet 5.72000 25 Union River Place at Rahway 136 Units 5.38000 28 Various MetoKote - US Portfolio 624010 Square Feet 5.70000 28.01 Allen MetoKote Lima Facility 264010 Square Feet 5.70000 28.02 Loraine MetoKote E38 Village Facility 105000 Square Feet 5.70000 28.03 Montgomery MetoKote Huber Heights Facility 96000 Square Feet 5.70000 28.04 LaSalle MetoKote Peru Facility 87000 Square Feet 5.70000 28.05 Wilson MetoKote Lebanon Facility 72000 Square Feet 5.70000 29 Brown Green Bay Plaza 234801 Square Feet 5.39000 30 Queens Courtyard by Marriott - JFK Airport 166 Rooms 6.00000 31 San Bernardino Sierra Crossroads 81529 Square Feet 5.76000 32 Kings The Kentile Building 393480 Square Feet 5.82000 35 Davidson L&C Tower 276818 Square Feet 5.83000 36 Bucks 450 Winks Lane 491577 Square Feet 5.52000 37 Various Brinton Portfolio 805 Various 5.77000 37.01 Utah Courtside Place and Greenbriar Place 373 Beds 5.77000 37.02 Utah Remington Place 336 Beds 5.77000 37.03 Davis Pebble Creek Apartments 96 Units 5.77000 38 Wayne Cadillac Tower 347632 Square Feet 5.75000 45 Berkeley Suncom Center 90334 Square Feet 5.88000 46 Various Ohio Multifamily Portfolio 284 Units 5.55000 46.01 Knox Park Hill Apartments 110 Units 5.55000 46.02 Licking Leafy Dell Apartments 94 Units 5.55000 46.03 Madison Liberty Park Apartments 80 Units 5.55000 47 San Mateo Metro Corporate Center 70590 Square Feet 6.06000 48 Wayne Berkeley Commons 136827 Square Feet 5.35000 49 Cumberland The Appleton Building 592406 Square Feet 5.22000 50 Hidalgo Embassy Suites Hotel 252 Rooms 6.23000 51 Washington The Round at Beaverton - Phase I 100222 Square Feet 5.64000 52 Richland Wellington Farms Apartments 236 Units 5.82000 53 Queens Dix McBride Apartments 130 Units 6.07000 54 Champaign One Main Street 68999 Square Feet 6.01000 59 DuPage Green Trails Shopping Center 90040 Square Feet 5.64000 61 New York 32 West 39th Street 89700 Square Feet 5.75000 63 Philadelphia Grant at One 77602 Square Feet 5.12000 66 Berkshire Allendale Shopping Center 199641 Square Feet 5.71000 69 Leon Osceola Ridge II 276 Beds 5.66000 71 Berkeley Pheasant Run 132 Units 5.73000 72 Harris Binz Law Center 118370 Square Feet 5.87000 73 Leon Plaza Apartments 359 Beds 5.62000 74 Middlesex Vinebrook Plaza 31725 Square Feet 5.63000 75 New York 155 Canal Street 23914 Square Feet 5.50000 76 Bronx 586 River Avenue/Gerard 832 Units 5.73000 77 San Bernardino Hesperia Square 106778 Square Feet 5.41000 78 Sonoma Mountain Shadows Plaza 73051 Square Feet 5.47000 79 Washington Sherwood Marketplace 79622 Square Feet 5.80000 81 Hamilton Beechmont Retail 77873 Square Feet 5.55000 90 Hillsborough Labcorp Building 94686 Square Feet 5.60000 93 Leon Chartre Portfolio 160 Units 5.62000 93.01 Leon Chartre Oaks 140 Units 5.62000 93.02 Leon Chartre Ridge 20 Units 5.62000 94 Bergen 205 Chubb Avenue 151705 Square Feet 5.59000 96 Kings 101-01 Foster Avenue 314375 Square Feet 5.95000 97 Collin Homewood Suites 108 Rooms 5.82000 98 Leon Forest Hills 217 Beds 5.62000 99 Montgomery The Summit Building 80884 Square Feet 5.67000 100 Marion Abington Apartments 328 Units 5.49000 103 Suffolk Ridgeway Plaza 56712 Square Feet 5.40000 104 Dutchess Dooley Square 50001 Square Feet 5.96000 106 Norfolk Wainwright Building 82318 Square Feet 5.60000 108 San Diego Staples and PetSmart 37260 Square Feet 5.55000 112 San Diego Babies and Pier One 48120 Square Feet 5.48000 114 Leon Chapel Terrace 184 Beds 6.08000 115 Howard Marsh Supermarkets 55264 Square Feet 5.48000 119 Butler Fountains Apartments 215 Units 5.61000 121 Harris 402 Main Street 43480 Square Feet 5.68000 122 Oneida 2007 Beech Grove Place 346245 Square Feet 5.73000 126 Monmouth Donato Corporate Park #1 41101 Square Feet 5.64000 130 Washington Tristate Plaza 82664 Square Feet 5.70000 131 Wicomico Avalon Plaza 33700 Square Feet 5.59000 133 Palm Beach 9181-9183 Glades Road 34848 Square Feet 5.49000 134 Newport News City City Line Apartments 200 Units 5.91000 136 Burlington Marlton Square Shopping Center 39879 Square Feet 5.86000 137 Duval Westside Plaza 175029 Square Feet 6.04000 138 Maricopa Thunderbird Executive Office Park 48566 Square Feet 5.75000 139 Harris Diho Plaza Shopping Center 39100 Square Feet 5.65000 140 Boulder Cottonwood Square 41258 Square Feet 5.53000 141 St. Louis Park Val Apartments 189 Units 5.55000 142 Guilford Campus Crossing at Spring Garden 181 Beds 5.71000 143 Broward Royal Palm Towers 120 Units 5.67000 144 Jefferson Shelby Crossing Apartment 90 Units 5.52000 145 Lycoming Basin Street Shopping 71614 Square Feet 5.59000 146 Jefferson Sycamore Springs MHC 189 Pads 5.58000 149 Johnston Johnston Square Shopping Center 109231 Square Feet 5.74000 150 Fresno Selma Plaza Shopping Center 42045 Square Feet 5.63000 152 Craven Eckerds - New Bern 13813 Square Feet 5.95000 153 Iron Renaissance Square 74859 Square Feet 5.98000 154 Middlesex 180-186 Gardner Street 74 Units 5.72000 155 Trumble Candlelight Apartments 156 Units 5.53000 156 Hamilton Frazier Place 30 Units 5.93000 159 Hartford 148 Eastern Boulevard 45904 Square Feet 5.65000 160 Bronx Majestic Portfolio 35 Units 5.19000 160.01 Bronx 2698 Creston Avenue 9 Units 5.19000 160.02 Bronx 276 East 199th Street 11 Units 5.19000 160.03 Bronx 2650 Briggs Avenue 6 Units 5.19000 160.04 Bronx 3477 Fort Independence Street 9 Units 5.19000 161 Knox Beaver Creek MHC 247 Pads 5.93000 163 Guilford Campus Crossing Portfolio 180 Beds 5.61000 163.01 Guilford Campus Crossing at Brice 96 Beds 5.61000 163.02 Guilford Campus Crossing on Howard 36 Beds 5.61000 163.03 Guilford Campus Crossing I 24 Beds 5.61000 163.04 Guilford Campus Crossing II 24 Beds 5.61000 164 Kent McArdle Building 27,697 Square Feet 5.71000 167 Burlington Ellipse Shopping Center 32676 Square Feet 5.73000 168 West Chester 400 Executive Boulevard 25865 Square Feet 5.46000 169 Bergen 165 Chubb Avenue 120750 Square Feet 5.54000 170 Marion Hunt Club Apartments 200 Units 5.49000 171 Dallas Northwest Crossing Shopping Center 33366 Square Feet 5.80000 173 Monmouth 10 Neptune Boulevard 25163 Square Feet 5.76000 175 Riverside Valley Power Industrial 50688 Square Feet 5.65000 180 Bronx 725 Southern Boulevard 58 Units 5.10000 182 Bronx 308 East 209th Street 52 Units 5.28000 186 Bronx 754 Manida Street 37 Units 5.19000 187 Middlesex 980 Main Street 48 Units 5.72000 189 San Diego Panda and Souplantation 10400 Square Feet 5.58000 193 Leon Benchmark 70 Beds 5.62000 195 Bronx 3035 Wallace Avenue 26 Units 5.24000 198 Kings 1935 Bergen Street 16 Units 5.19000 Loan # Net Mortgage Interest Rate Original Balance Cutoff Balance Term Rem. Term Maturity/ARD Date Amort. Term - ------ -------------------------- ---------------- -------------- ---- --------- ----------------- ----------- 16 5.57930 33,000,000 33,000,000 120 118 01/01/16 360 18 5.84930 28,000,000 27,913,936 120 117 12/01/15 360 22 5.69930 22,500,000 22,500,000 84 81 12/01/12 360 25 5.35930 21,250,000 21,250,000 120 116 11/01/15 360 28 5.67930 20,000,000 20,000,000 240 231 06/01/25 228 28.01 7,110,000 7,110,000 240 231 06/01/25 228 28.02 4,000,000 4,000,000 240 231 06/01/25 228 28.03 3,410,000 3,410,000 240 231 06/01/25 228 28.04 2,810,000 2,810,000 240 231 06/01/25 228 28.05 2,670,000 2,670,000 240 231 06/01/25 228 29 5.36930 20,000,000 20,000,000 120 117 12/01/15 360 30 5.97930 20,000,000 19,938,827 120 118 01/01/16 300 31 5.68930 19,000,000 19,000,000 84 84 03/01/13 360 32 5.79930 18,840,000 18,840,000 120 120 03/01/16 360 35 5.80930 17,748,889 17,659,721 121 116 11/01/15 360 36 5.49930 17,600,000 17,600,000 120 119 02/01/16 360 37 5.74930 17,600,000 17,560,498 120 118 01/01/16 360 37.01 7,350,000 7,333,503 120 118 01/01/16 360 37.02 5,250,000 5,238,217 120 118 01/01/16 360 37.03 5,000,000 4,988,778 120 118 01/01/16 360 38 5.72930 17,500,000 17,376,017 120 113 08/01/15 360 45 5.76930 15,500,000 15,465,832 120 118 01/01/16 360 46 5.52930 15,432,000 15,432,000 60 59 02/01/11 360 46.01 6,212,000 6,212,000 60 59 02/01/11 360 46.02 4,980,000 4,980,000 60 59 02/01/11 360 46.03 4,240,000 4,240,000 60 59 02/01/11 360 47 5.98930 15,500,000 15,428,750 120 117 12/07/15 360 48 5.32930 15,200,000 15,148,471 120 117 12/01/15 360 49 5.19930 15,000,000 15,000,000 120 116 11/01/15 360 50 6.11930 14,750,000 14,688,103 120 117 12/01/15 300 51 5.61930 14,500,000 14,500,000 120 119 02/01/16 360 52 5.79930 14,430,000 14,430,000 120 120 03/01/16 360 53 6.04930 14,250,000 14,231,198 120 119 02/01/16 360 54 5.98930 14,100,000 14,081,282 120 119 02/01/16 360 59 5.61930 12,800,000 12,800,000 120 119 02/01/16 360 61 5.67930 12,250,000 12,250,000 120 120 03/01/16 360 63 5.09930 12,000,000 12,000,000 120 116 11/01/15 360 66 5.63930 11,775,000 11,775,000 120 120 03/01/16 360 69 5.63930 11,280,000 11,231,772 120 116 11/01/15 360 71 5.65930 10,950,000 10,950,000 120 120 03/01/16 360 72 5.84930 10,700,000 10,680,759 120 119 02/01/16 300 73 5.59930 10,670,000 10,635,614 120 117 12/01/15 360 74 5.60930 10,300,000 10,276,346 120 118 01/01/16 360 75 5.42930 10,000,000 10,000,000 120 120 03/01/16 360 76 5.70930 10,000,000 9,939,438 120 116 11/01/15 300 77 5.38930 9,500,000 9,500,000 120 120 03/01/16 300 78 5.44930 9,500,000 9,500,000 120 119 02/01/16 360 79 5.77930 9,500,000 9,500,000 120 120 03/01/16 360 81 5.52930 9,200,000 9,200,000 120 118 01/01/16 360 90 5.57930 8,200,000 8,181,076 120 118 01/01/16 360 93 5.59930 8,035,000 8,009,106 120 117 12/01/15 360 93.01 6,650,000 6,628,569 120 117 12/01/15 360 93.02 1,385,000 1,380,537 120 117 12/01/15 360 94 5.56930 8,000,000 8,000,000 120 118 01/01/16 0 96 5.92930 8,000,000 7,975,364 120 118 01/01/16 300 97 5.79930 8,000,000 7,974,924 120 118 01/01/16 300 98 5.59930 7,910,000 7,884,509 120 117 12/01/15 360 99 5.64930 7,600,000 7,582,661 120 118 01/01/16 360 100 5.46930 7,270,000 7,270,000 120 117 12/01/15 360 103 5.37930 7,100,000 7,083,069 120 118 01/01/16 360 104 5.93930 7,000,000 7,000,000 120 117 12/01/15 360 106 5.57930 7,000,000 6,983,845 120 118 01/01/16 360 108 5.52930 6,980,000 6,980,000 120 118 01/01/16 360 112 5.45930 6,400,000 6,400,000 120 117 12/01/15 360 114 6.05930 6,270,000 6,256,623 120 118 01/01/16 360 115 5.45930 6,280,000 6,252,227 120 116 11/01/15 360 119 5.53930 5,900,000 5,900,000 120 120 03/01/16 360 121 5.65930 5,700,000 5,700,000 120 120 03/01/16 360 122 5.61930 5,700,000 5,681,913 120 118 01/01/16 300 126 5.61930 5,500,000 5,500,000 120 119 02/01/16 360 130 5.67930 5,250,000 5,238,081 120 118 01/01/16 360 131 5.56930 5,200,000 5,187,980 120 118 01/01/16 360 133 5.46930 5,150,000 5,127,267 120 116 11/01/15 360 134 5.88930 5,143,000 5,117,575 180 175 10/01/20 360 136 5.83930 5,000,000 5,000,000 120 120 03/01/16 360 137 6.01930 5,000,000 5,000,000 120 120 03/01/16 360 138 5.67930 5,000,000 4,984,278 120 117 12/01/15 360 139 5.62930 4,900,000 4,879,010 120 116 11/01/15 360 140 5.50930 4,800,000 4,800,000 120 117 12/01/15 360 141 5.52930 4,800,000 4,800,000 120 116 11/01/15 360 142 5.68930 4,745,000 4,745,000 120 117 12/01/15 360 143 5.64930 4,500,000 4,489,733 120 118 01/01/16 360 144 5.49930 4,500,000 4,489,478 120 118 01/01/16 360 145 5.56930 4,400,000 4,385,740 120 117 12/01/15 360 146 5.55930 4,350,000 4,339,928 84 82 01/01/13 360 149 5.66930 4,150,000 4,150,000 120 120 03/01/16 300 150 5.60930 4,150,000 4,140,470 120 118 01/01/16 360 152 5.87930 4,068,000 4,068,000 120 120 03/01/16 360 153 5.95930 4,100,000 4,076,096 120 116 11/01/15 300 154 5.69930 4,100,000 4,072,366 120 117 12/01/15 240 155 5.50930 4,000,000 3,994,418 120 119 02/01/16 360 156 5.90930 4,000,000 3,987,845 60 57 12/01/10 360 159 5.62930 3,750,000 3,750,000 120 117 12/01/15 360 160 5.16930 3,705,000 3,705,000 120 117 12/01/15 0 160.01 1,042,000 1,042,000 120 117 12/01/15 0 160.02 940,000 940,000 120 117 12/01/15 0 160.03 880,000 880,000 120 117 12/01/15 0 160.04 843,000 843,000 120 117 12/01/15 0 161 5.85930 3,680,000 3,680,000 60 60 03/01/11 360 163 5.58930 3,600,000 3,600,000 120 117 12/01/15 360 163.01 1,729,560 1,729,560 120 117 12/01/15 360 163.02 706,320 706,320 120 117 12/01/15 360 163.03 614,760 614,760 120 117 12/01/15 360 163.04 549,360 549,360 120 117 12/01/15 360 164 5.63930 3,600,000 3,600,000 120 120 03/01/16 360 167 5.70930 3,500,000 3,500,000 120 120 03/01/16 360 168 5.43930 3,480,000 3,480,000 120 119 02/01/16 360 169 5.51930 3,400,000 3,400,000 113 111 06/01/15 0 170 5.46930 3,360,000 3,360,000 120 117 12/01/15 360 171 5.77930 3,360,000 3,349,534 120 117 12/01/15 360 173 5.73930 3,230,000 3,230,000 120 120 03/01/16 360 175 5.62930 3,172,000 3,172,000 120 120 03/01/16 360 180 5.07930 2,840,000 2,840,000 120 118 01/01/16 0 182 5.25930 2,800,000 2,800,000 120 117 12/01/15 0 186 5.16930 2,500,000 2,500,000 120 117 12/01/15 0 187 5.69930 2,400,000 2,383,824 120 117 12/01/15 240 189 5.55930 2,220,000 2,220,000 120 118 01/01/16 360 193 5.59930 2,065,000 2,058,345 120 117 12/01/15 360 195 5.21930 1,640,000 1,640,000 120 119 02/01/16 360 198 5.16930 870,000 870,000 120 118 01/01/16 0 Loan # Rem. Amort. Monthly Debt Service Servicing Fee Rate Accrual Type ARD (Y/N) ARD Step Up (%) - ------ ----------- -------------------- ------------------ ------------ --------- --------------- 16 360 189,446 0.02000 Actual/360 No 18 357 165,541 0.02000 Actual/360 No 22 360 130,875 0.02000 Actual/360 No 25 360 119,060 0.02000 Actual/360 No 28 228 143,819 0.02000 Actual/360 No 28.01 228 51,128 Actual/360 No 28.02 228 28,764 Actual/360 No 28.03 228 24,521 Actual/360 No 28.04 228 20,207 Actual/360 No 28.05 228 19,200 Actual/360 No 29 360 112,181 0.02000 Actual/360 No 30 298 128,860 0.02000 Actual/360 No 31 360 111,000 0.07000 Actual/360 No 32 360 110,784 0.02000 Actual/360 No 35 355 104,481 0.02000 Actual/360 No 36 360 100,152 0.02000 Actual/360 No 37 358 102,933 0.02000 Actual/360 No 37.01 358 42,986 Actual/360 No 37.02 358 30,704 Actual/360 No 37.03 358 29,242 Actual/360 No 38 353 102,125 0.02000 Actual/360 No 45 358 91,738 0.11000 Actual/360 No 46 360 88,106 0.02000 Actual/360 No 46.01 360 35,466 Actual/360 No 46.02 360 28,432 Actual/360 No 46.03 360 24,207 Actual/360 No 47 357 104,262 0.07000 Actual/360 No 48 357 84,879 0.02000 Actual/360 No 49 360 82,552 0.02000 Actual/360 No 50 297 97,119 0.11000 Actual/360 No 51 360 83,608 0.02000 Actual/360 No 52 360 84,852 0.02000 Actual/360 No 53 359 86,078 0.02000 Actual/360 No 54 359 84,627 0.02000 Actual/360 No 59 360 73,805 0.02000 Actual/360 No 61 360 71,488 0.07000 Actual/360 No 63 360 65,302 0.02000 Actual/360 No 66 360 68,417 0.07000 Actual/360 No 69 356 65,184 0.02000 Actual/360 No 71 360 63,762 0.07000 Actual/360 No 72 299 68,092 0.02000 Actual/360 No 73 357 61,389 0.02000 Actual/360 No 74 358 59,325 0.02000 Actual/360 No 75 360 56,779 0.07000 Actual/360 No 76 296 62,790 0.02000 Actual/360 No 77 300 57,829 0.02000 Actual/360 No 78 360 53,761 0.02000 Actual/360 No 79 360 55,742 0.02000 Actual/360 No 81 360 52,526 0.02000 Actual/360 No 90 358 47,074 0.02000 Actual/360 No 93 357 46,229 0.02000 Actual/360 No 93.01 357 38,260 Actual/360 No 93.02 357 7,968 Actual/360 No 94 0 37,784 0.02000 Actual/360 No 96 298 51,300 0.02000 Actual/360 No 97 298 50,667 0.02000 Actual/360 No 98 357 45,509 0.02000 Actual/360 No 99 358 43,966 0.02000 Actual/360 No 100 360 41,233 0.02000 Actual/360 No 103 358 39,869 0.02000 Actual/360 No 104 360 41,789 0.02000 Actual/360 No 106 358 40,186 0.02000 Actual/360 No 108 360 39,851 0.02000 Actual/360 No 112 360 36,258 0.02000 Actual/360 No 114 358 37,915 0.02000 Actual/360 No 115 356 35,578 0.02000 Actual/360 No 119 360 33,908 0.07000 Actual/360 No 121 360 33,011 0.02000 Actual/360 No 122 298 35,790 0.11000 Actual/360 No 126 360 31,713 0.02000 Actual/360 No 130 358 30,471 0.02000 Actual/360 No 131 358 29,819 0.02000 Actual/360 No 133 356 29,209 0.02000 Actual/360 No 134 355 30,538 0.02000 Actual/360 No 136 360 29,529 0.02000 Actual/360 No 137 360 30,106 0.02000 Actual/360 No 138 357 29,179 0.07000 Actual/360 No 139 356 28,285 0.02000 Actual/360 No 140 360 27,344 0.02000 Actual/360 No 141 360 27,405 0.02000 Actual/360 No 142 360 27,570 0.02000 Actual/360 No 143 358 26,033 0.02000 Actual/360 No 144 358 25,607 0.02000 Actual/360 No 145 357 25,232 0.02000 Actual/360 No 146 358 24,918 0.02000 Actual/360 No 149 300 26,083 0.07000 Actual/360 No 150 358 23,903 0.02000 Actual/360 No 152 360 24,259 0.07000 Actual/360 No 153 296 26,366 0.02000 Actual/360 No 154 237 28,715 0.02000 Actual/360 No 155 359 22,787 0.02000 Actual/360 No 156 357 23,802 0.02000 Actual/360 No 159 360 21,646 0.02000 Actual/360 No 160 0 16,247 0.02000 Actual/360 No 160.01 0 4,569 Actual/360 No 160.02 0 4,122 Actual/360 No 160.03 0 3,859 Actual/360 No 160.04 0 3,697 Actual/360 No 161 360 21,898 0.07000 Actual/360 No 163 360 20,690 0.02000 Actual/360 No 163.01 360 9,940 Actual/360 No 163.02 360 4,059 Actual/360 No 163.03 360 3,533 Actual/360 No 163.04 360 3,157 Actual/360 No 164 360 20,917 0.07000 Actual/360 No 167 360 20,381 0.02000 Actual/360 No 168 360 19,672 0.02000 Actual/360 No 169 0 15,915 0.02000 Actual/360 No 170 360 19,057 0.02000 Actual/360 No 171 357 19,715 0.02000 Actual/360 No 173 360 18,870 0.02000 Actual/360 No 175 360 18,310 0.02000 Actual/360 No 180 0 12,238 0.02000 Actual/360 No 182 0 12,491 0.02000 Actual/360 No 186 0 10,963 0.02000 Actual/360 No 187 237 16,809 0.02000 Actual/360 No 189 360 12,717 0.02000 Actual/360 No 193 357 11,881 0.02000 Actual/360 No 195 360 9,046 0.02000 Actual/360 No 198 0 3,815 0.02000 Actual/360 No Loan # Title Type Crossed Loan Originator/Loan Seller - ------ ----------------- ------------ ---------------------- 16 Fee CIBC 18 Fee CIBC 22 Fee CIBC 25 Leasehold CIBC 28 Fee CIBC 28.01 Fee CIBC 28.02 Fee CIBC 28.03 Fee CIBC 28.04 Fee CIBC 28.05 Fee CIBC 29 Fee CIBC 30 Fee CIBC 31 Fee CIBC 32 Fee CIBC 35 Fee CIBC 36 Fee CIBC 37 Fee CIBC 37.01 Fee CIBC 37.02 Fee CIBC 37.03 Fee CIBC 38 Fee CIBC 45 Fee CIBC 46 Fee CIBC 46.01 Fee CIBC 46.02 Fee CIBC 46.03 Fee CIBC 47 Fee CIBC 48 Fee CIBC 49 Fee CIBC 50 Fee CIBC 51 Fee CIBC 52 Fee CIBC 53 Fee CIBC 54 Fee CIBC 59 Fee CIBC 61 Fee CIBC 63 Fee CIBC 66 Fee CIBC 69 Fee CIBC 71 Fee CIBC 72 Fee and Leasehold CIBC 73 Fee CIBC 74 Fee CIBC 75 Fee CIBC 76 Fee CIBC 77 Fee CIBC 78 Fee CIBC 79 Fee CIBC 81 Leasehold CIBC 90 Fee CIBC 93 Fee CIBC 93.01 Fee CIBC 93.02 Fee CIBC 94 Fee CIBC 96 Leasehold CIBC 97 Fee CIBC 98 Fee CIBC 99 Fee CIBC 100 Fee CIBC 103 Leasehold CIBC 104 Fee CIBC 106 Fee CIBC 108 Fee CIBC 112 Fee CIBC 114 Fee CIBC 115 Fee CIBC 119 Fee CIBC 121 Fee CIBC 122 Fee CIBC 126 Fee CIBC 130 Fee CIBC 131 Fee CIBC 133 Fee CIBC 134 Fee CIBC 136 Fee CIBC 137 Fee and Leasehold CIBC 138 Fee CIBC 139 Fee CIBC 140 Fee CIBC 141 Fee CIBC 142 Fee CIBC 143 Fee CIBC 144 Fee CIBC 145 Fee CIBC 146 Fee CIBC 149 Fee CIBC 150 Fee CIBC 152 Fee CIBC 153 Fee CIBC 154 Fee CIBC 155 Fee CIBC 156 Fee CIBC 159 Fee CIBC 160 Fee CIBC 160.01 Fee CIBC 160.02 Fee CIBC 160.03 Fee CIBC 160.04 Fee CIBC 161 Fee CIBC 163 Fee CIBC 163.01 Fee CIBC 163.02 Fee CIBC 163.03 Fee CIBC 163.04 Fee CIBC 164 Fee CIBC 167 Fee CIBC 168 Fee CIBC 169 Fee CIBC 170 Fee CIBC 171 Fee CIBC 173 Fee CIBC 175 Fee CIBC 180 Fee CIBC 182 Fee CIBC 186 Fee CIBC 187 Fee CIBC 189 Fee CIBC 193 Fee CIBC 195 Fee CIBC 198 Fee CIBC Loan # Guarantor Letter of Credit - ------ ------------------------------------------------------------------------ ---------------- 16 Elie Tahari No 18 Columbia Sussex Corporation No 22 HGGP Capital II, LLC No 25 Clayton A. Bonny No 28 Corporate Property Associates 16-Global Incorporated No 28.01 Corporate Property Associates 16-Global Incorporated No 28.02 Corporate Property Associates 16-Global Incorporated No 28.03 Corporate Property Associates 16-Global Incorporated No 28.04 Corporate Property Associates 16-Global Incorporated No 28.05 Corporate Property Associates 16-Global Incorporated No 29 Karen S. Marshak, Sidney Oko No 30 G. Holdings Corporation No 31 Empire Commercial Real Estate, L.P. No 32 Elyahu Cohen No 35 Armand Lasky No 36 Abraham Fruchthandler, Rubin Schron No 37 Gary R. Brinton No 37.01 Gary R. Brinton No 37.02 Gary R. Brinton No 37.03 Gary R. Brinton No 38 Northern Group Inc. 3,000,000.0 45 Edwin Llwyd Ecclestone, Jr. 1,500,000.0 46 Pincus Rand No 46.01 Pincus Rand No 46.02 Pincus Rand No 46.03 Pincus Rand No 47 Foster Enterprises, Syme Family Partners, L.P. No 48 Connell L. Radcliff, Jeff L. Bryd, Randall P. Bosse 1,000,000.0 49 Richard S. Powell, Jeffrey C. Camp, Steven D. Brand, Patrick R. Walborn, No 50 Stephen B. Oveson No 51 Scott C. Looney, Peter T. Chapman No 52 Thomas A. Saieed, Jr., Lonnie C. Poole, III No 53 Nir Shalit, Moshe Apelbaum No 54 Jon Sokolski, Michael Kulas No 59 Philip S. Marrone 200,000.0 61 Aron Rosenberg No 63 Richard S. Powell, Jeffrey C. Camp, Steven D. Brand, Patrick R. Walborn No 66 Philip Pilevsky, Meir Levy No 69 Hurley H. Booth, Jr. No 71 Sassan Emral Shaool No 72 Scott Dew, Richard Pachulski, Isaac Pachulski, Nathan Rubin 1,200,000.0 73 Hurley H. Booth, Jr. No 74 Gary F. Snerson, David H. Carls No 75 Alexander F. Chu, Irene Chu No 76 Scott Diamond, John Delmonaco No 77 Allen Alevy No 78 Stephen B. Jaeger, Preston Cook No 79 Eastern Western Corporation No 81 Andrew J. Cohen No 90 Bruce Slovin No 93 Hurley H. Booth, Jr. No 93.01 Hurley H. Booth, Jr. No 93.02 Hurley H. Booth, Jr. No 94 The Hampshire Generational Fund LLC No 96 Herman Friedman No 97 Gresham J. Shinn No 98 Hurley H. Booth, Jr. No 99 William F. Peel, Jr., Barbara K. Peel No 100 Eli Stefansky No 103 Charles Lefkowitz, Michael Lefkowitz, Todd Mendik No 104 Robert J. Dooley, Cornelius R. Verhoest No 106 Eric Menden, George P. Hranowskyj No 108 Claude L. Yacoel, Michelle Yacoel No 112 Claude L. Yacoel, Michelle Yacoel No 114 Hurley H. Booth, Jr. No 115 Michael A. Klump No 119 Joseph M. Jayson No 121 Angus S. Hughes No 122 Randolph B. Soggs No 126 John Donato, Jr., Corbett Donato No 130 Sassan Emral Shaool No 131 Theo A. Margas No 133 Craig Bernstein No 134 LAC Properties Operating Partnership, L.P. No 136 Jerrold Rubinstein, Jeffrey Govberg No 137 Michael M. Ades No 138 Andrew L. Liddell No 139 Chan-Hwa Yao, Esther Yao No 140 Harris Saberman, Andrew Freeman, Gary Myre No 141 O. Bruce Mills No 142 H. Frank Auman, III, Seth Coker, Royce Hawley, Christopher Staley No 143 Elizabeth Wagner, K. Peter Wagner, Yvonne R. Wagner No 144 G. Townsend Underhill III, Jeffrey A. Underhill No 145 John Albarano II No 146 Anthony Stieren No 149 Terry E. Slate, William H. Skipper, Jr. No 150 Michele Kragen Balaban No 152 Jeffrey L. Zimmer No 153 Michael L. Nielsen, Lawrence Lake, Neil Wall, William F. George No 154 Mohammed Akbarian, Betty J. Akbarian No 155 Nathan J. Pollack No 156 J. Robert McKenzie No 159 Stephen P. Lawrence, Lester R. Giegerich No 160 Mitchel Maidman, Gregory Maidman No 160.01 Mitchel Maidman, Gregory Maidman No 160.02 Mitchel Maidman, Gregory Maidman No 160.03 Mitchel Maidman, Gregory Maidman No 160.04 Mitchel Maidman, Gregory Maidman No 161 Mark Coleman No 163 H. Frank Auman, III No 163.01 H. Frank Auman, III No 163.02 H. Frank Auman, III No 163.03 H. Frank Auman, III No 163.04 H. Frank Auman, III No 164 Philip Pilevsky, Meir Levy No 167 Michael S. Pearlstein No 168 Rubin Schron, Abraham Fruchthandler, Joshua Safrin, Bruce Federman No 169 The Hampshire Generational Fund LLC No 170 Eli Stefansky No 171 Sterling Centrecorp Inc., Sterling Centrecorp U.S. Inc. No 173 Solomon Dwek No 175 Swaranjit Nijjar No 180 Mitchel Maidman, Gregory Maidman No 182 Mitchel Maidman, Gregory Maidman No 186 Mitchel Maidman, Gregory Maidman No 187 Mohammed Akbarian, Betty J. Akbarian No 189 Claude L. Yacoel, Michelle Yacoel No 193 Hurley H. Booth, Jr. No 195 Mitchel Maidman, Gregory Maidman No 198 Mitchel Maidman, Gregory Maidman No Loan # Upfront CapEx Reserve Upfront Eng. Reserve Upfront Envir. Reserve Upfront TI/LC Reserve - ------ --------------------- -------------------- ---------------------- --------------------- 16 42,113.00 46,250.00 0.00 5,097.00 18 32,436.67 0.00 0.00 0.00 22 245,725.00 304,275.00 0.00 2,307,083.33 25 1,983.34 0.00 0.00 0.00 28 0.00 0.00 0.00 0.00 28.01 28.02 28.03 28.04 28.05 29 2,935.00 0.00 0.00 250,000.00 30 0.00 0.00 0.00 0.00 31 3,237.00 0.00 0.00 12,501.00 32 6,558.00 16,975.00 0.00 350,000.00 35 4,614.00 0.00 0.00 200,000.00 36 4,097.00 28,125.00 0.00 8,193.00 37 44,666.00 122,125.00 0.00 0.00 37.01 37.02 37.03 38 5,794.00 33,125.00 0.00 29,167.00 45 1,506.00 0.00 0.00 0.00 46 5,325.00 0.00 0.00 0.00 46.01 46.02 46.03 47 2,353.00 0.00 0.00 11,765.00 48 2,280.00 0.00 0.00 0.00 49 5,430.42 0.00 0.00 6,000.00 50 28,065.00 10,000.00 0.00 0.00 51 1,670.33 0.00 0.00 140,000.00 52 3,933.00 0.00 0.00 0.00 53 156,648.00 50,750.00 0.00 0.00 54 862.00 0.00 0.00 6,833.33 59 750.33 0.00 0.00 5,000.00 61 1,391.67 0.00 30,000.00 9,583.33 63 970.00 7,000.00 0.00 3,125.00 66 2,497.00 19,000.00 0.00 4,167.00 69 2,013.00 0.00 0.00 0.00 71 2,200.00 0.00 0.00 0.00 72 1,973.00 0.00 0.00 413,799.00 73 8,429.00 455,313.00 0.00 0.00 74 396.56 0.00 0.00 0.00 75 299.00 33,000.00 0.00 0.00 76 1,230.75 0.00 0.00 0.00 77 1,335.00 9,375.00 0.00 6,250.00 78 913.00 0.00 0.00 6,417.00 79 997.00 0.00 0.00 5,417.00 81 1,915.85 0.00 0.00 5,416.67 90 0.00 0.00 0.00 7,663.41 93 4,667.00 0.00 0.00 0.00 93.01 93.02 94 0.00 0.00 0.00 0.00 96 0.00 0.00 0.00 0.00 97 12,970.00 0.00 0.00 0.00 98 5,571.00 95,000.00 0.00 0.00 99 1,348.00 1,059,225.00 0.00 6,750.00 100 9,567.00 34,194.00 0.00 0.00 103 709.00 30,688.00 0.00 0.00 104 625.00 0.00 0.00 3,125.00 106 2,500.00 11,188.00 0.00 3,500.00 108 0.00 0.00 0.00 0.00 112 0.00 0.00 0.00 0.00 114 3,325.00 58,750.00 0.00 0.00 115 0.00 0.00 0.00 0.00 119 4,640.00 225,000.00 0.00 0.00 121 12,702.00 38,019.00 0.00 4,166.66 122 3,093.00 0.00 0.00 4,167.00 126 685.00 0.00 0.00 2,083.00 130 1,034.00 0.00 0.00 2,084.00 131 842.00 0.00 0.00 5,000.00 133 436.00 0.00 0.00 201,452.00 134 6,666.00 0.00 0.00 0.00 136 498.00 0.00 0.00 4,166.66 137 2,187.86 6,125.00 0.00 504,166.66 138 50,809.00 15,000.00 0.00 200,000.00 139 488.75 0.00 0.00 53,333.33 140 588.00 38,263.00 0.00 100,000.00 141 0.00 58,420.00 0.00 0.00 142 25,000.00 0.00 0.00 0.00 143 0.00 0.00 0.00 0.00 144 1,875.00 0.00 0.00 0.00 145 895.00 0.00 0.00 2,387.00 146 907.00 0.00 0.00 0.00 149 1,639.00 0.00 0.00 2,083.00 150 525.56 9,000.00 0.00 37,000.00 152 173.00 0.00 0.00 0.00 153 908.00 36,391.25 0.00 3,333.33 154 0.00 0.00 0.00 0.00 155 3,744.00 6,375.00 0.00 0.00 156 773.00 0.00 0.00 494.33 159 765.00 9,188.00 0.00 4,166.67 160 741.00 0.00 0.00 0.00 160.01 160.02 160.03 160.04 161 0.00 0.00 1,030.00 0.00 163 25,000.00 0.00 0.00 0.00 163.01 163.02 163.03 163.04 164 47,375.00 0.00 0.00 0.00 167 408.00 0.00 0.00 51,667.00 168 418.00 0.00 0.00 2,748.00 169 0.00 0.00 0.00 0.00 170 6,867.00 99,593.00 0.00 0.00 171 67,149.00 0.00 0.00 40,000.00 173 30,000.00 0.00 0.00 45,000.00 175 422.41 0.00 1,000.00 833.33 180 1,608.00 0.00 0.00 0.00 182 1,166.00 0.00 0.00 0.00 186 887.00 0.00 0.00 0.00 187 0.00 0.00 0.00 0.00 189 0.00 0.00 0.00 0.00 193 1,779.00 0.00 0.00 0.00 195 542.00 0.00 0.00 0.00 198 413.00 0.00 0.00 0.00 Loan # Upfront RE Tax Reserve Upfront Ins. Reserve Upfront Other Reserve Monthly Capex Reserve - ------ ---------------------- -------------------- --------------------- --------------------- 16 173,692.67 33,161.25 0.00 1019.00 18 86,638.84 17,826.00 0.00 32436.67 22 86,914.00 34,573.83 0.00 0.00 25 0.00 14,786.50 3,601,500.00 1983.34 28 0.00 0.00 0.00 0.00 28.01 28.02 28.03 28.04 28.05 29 199,441.67 18,506.25 0.00 2935.00 30 0.00 0.00 0.00 0.00 31 98,254.49 34,802.15 0.00 1079.00 32 71,944.00 35,638.63 0.00 6558.00 35 146,876.92 12,667.25 0.00 4614.00 36 217,538.25 31,182.28 556,000.00 4097.00 37 51,854.63 48,444.25 650,000.00 9666.00 37.01 37.02 37.03 38 96,853.33 17,446.00 0.00 5794.00 45 0.00 0.00 0.00 1506.00 46 66,945.31 26,880.67 0.00 5325.00 46.01 46.02 46.03 47 143,199.00 72,121.66 0.00 1176.50 48 33,162.50 3,675.42 0.00 1140.00 49 30,549.47 41,144.25 0.00 5430.42 50 40,587.01 78,791.33 1,000,000.00 28065.00 51 43,987.25 15,163.75 0.00 1670.33 52 87,688.40 61,883.50 0.00 3933.00 53 639.53 43,897.67 0.00 3648.00 54 69,151.25 14,248.33 52,627.14 862.00 59 112,000.00 4,225.75 150,121.00 750.33 61 163,195.33 17,413.00 0.00 1391.67 63 82,401.92 23,913.17 770,000.00 970.00 66 77,373.19 51,221.67 12,000.00 2497.00 69 112,125.00 30,632.05 0.00 2013.00 71 26,666.67 9,875.50 0.00 2200.00 72 82,438.66 30,614.19 500,000.00 1973.00 73 36,360.50 61,250.85 0.00 8429.00 74 58,892.40 14,924.67 0.00 396.56 75 80,096.93 10,822.50 170,000.00 299.00 76 95,000.00 37,922.08 0.00 1230.75 77 14,164.18 9,002.33 0.00 1335.00 78 14,890.67 17,753.08 0.00 913.00 79 51,911.67 6,001.00 0.00 997.00 81 134,437.82 20,810.49 0.00 1915.85 90 53,629.57 48,036.75 0.00 0.00 93 20,930.75 36,480.59 0.00 4667.00 93.01 93.02 94 0.00 0.00 0.00 0.00 96 0.00 43,580.75 0.00 3937.50 97 29,978.93 40,272.91 0.00 12970.00 98 20,124.00 38,576.22 0.00 5571.00 99 43,000.00 7,114.58 61,627.00 1348.00 100 35,527.50 45,196.80 33,017.00 9567.00 103 0.00 0.00 0.00 709.00 104 4,920.15 38,490.46 725,000.00 625.00 106 19,098.23 8,568.50 500,000.00 2500.00 108 0.00 3,577.80 0.00 0.00 112 0.00 2,006.65 0.00 0.00 114 24,533.33 25,169.28 0.00 3325.00 115 58,478.15 0.00 0.00 0.00 119 68,302.99 36,203.25 0.00 4640.00 121 31,666.67 12,504.06 0.00 721.00 122 94,059.24 28,086.67 7,500.00 3093.00 126 7,623.67 7,494.50 62,882.00 685.00 130 10,850.00 4,231.50 0.00 1034.00 131 27,311.84 2,569.58 550,000.00 421.00 133 99,166.67 24,602.36 325,000.00 436.00 134 35,914.67 52,882.33 0.00 3333.00 136 22,045.00 9,046.92 0.00 498.00 137 53,800.50 0.00 0.00 2187.86 138 56,463.75 3,329.67 0.00 809.00 139 95,512.00 4,859.38 0.00 488.75 140 53,726.00 4,285.25 1,100.00 588.00 141 59,154.03 17,264.67 0.00 4226.00 142 22,270.00 8,302.00 0.00 0.00 143 39,237.50 48,737.08 0.00 0.00 144 23,385.00 13,129.19 300,000.00 1875.00 145 36,287.91 19,888.66 125,000.00 895.00 146 5,218.50 4,012.33 0.00 907.00 149 30,571.57 8,021.82 0.00 1639.00 150 44,986.85 14,724.17 22,500.00 525.56 152 0.00 355.00 20,000.00 173.00 153 6,505.37 5,681.08 150,000.00 908.00 154 15,605.75 4,535.00 0.00 0.00 155 8,645.32 21,150.00 200,000.00 3744.00 156 6,085.85 3,321.25 250,000.00 773.00 159 59,454.50 3,476.00 25,000.00 765.00 160 16,992.30 13,493.25 0.00 741.00 160.01 160.02 160.03 160.04 161 4,342.91 8,759.17 50,000.00 1030.00 163 20,642.50 12,289.50 0.00 0.00 163.01 163.02 163.03 163.04 164 22,000.00 1,450.00 100,000.00 375.00 167 9,222.50 7,571.08 0.00 408.00 168 40,632.86 2,445.40 0.00 418.00 169 0.00 0.00 0.00 0.00 170 36,250.00 31,468.00 20,133.00 6867.00 171 6,042.94 6,267.25 214,645.48 417.00 173 16,250.00 2,943.17 620,000.00 0.00 175 0.00 0.00 0.00 422.41 180 6,706.67 40,000.00 0.00 1608.00 182 32,894.17 16,779.02 0.00 1166.00 186 16,764.42 12,420.11 0.00 887.00 187 8,150.75 2,567.25 0.00 0.00 189 0.00 704.70 0.00 0.00 193 5,956.25 11,690.63 0.00 1779.00 195 7,921.50 11,916.67 0.00 542.00 198 2,310.67 11,500.00 0.00 413.00 Loan # Monthly Envir. Reserve Monthly TI/LC Reserve Monthly RE Tax Reserve Monthly Ins. Reserve - ------ ---------------------- --------------------- ---------------------- --------------------- 16 0.00 5097.00 86846.33 3684.58 18 0.00 0.00 28879.61 0.00 22 0.00 7083.33 43457.00 3457.38 25 0.00 0.00 0.00 2464.42 28 0.00 0.00 0.00 0.00 28.01 28.02 28.03 28.04 28.05 29 0.00 0.00 28491.67 2643.75 30 0.00 0.00 0.00 0.00 31 0.00 4167.00 19650.90 6279.31 32 0.00 0.00 17986.00 4058.92 35 0.00 0.00 20982.42 4222.42 36 0.00 8193.00 24170.92 3792.32 37 0.00 0.00 12963.66 4946.66 37.01 37.02 37.03 38 0.00 29167.00 24213.33 4361.50 45 0.00 0.00 0.00 0.00 46 0.00 0.00 16736.33 6720.17 46.01 46.02 46.03 47 0.00 5882.50 23866.50 13299.33 48 0.00 0.00 11054.17 735.08 49 0.00 6000.00 5260.24 5877.75 50 0.00 0.00 40587.01 9848.92 51 0.00 0.00 14662.42 2166.25 52 0.00 0.00 21922.10 5114.92 53 0.00 0.00 213.18 5982.75 54 0.00 6833.33 9878.75 1424.83 59 0.00 5000.00 16000.00 1408.58 61 0.00 9583.33 40798.83 4353.25 63 0.00 3125.00 7491.08 3416.17 66 0.00 4167.00 25791.06 5204.49 69 0.00 0.00 7475.00 3829.01 71 0.00 0.00 13333.33 3291.83 72 0.00 5000.00 27479.55 3826.77 73 0.00 0.00 12120.17 6805.65 74 0.00 0.00 14723.10 1865.58 75 0.00 0.00 20024.23 1162.50 76 0.00 0.00 15833.33 2917.08 77 0.00 6250.00 7586.14 1767.67 78 0.00 6417.00 7445.34 1613.92 79 0.00 5417.00 8651.94 1500.25 81 0.00 5416.67 14937.54 2081.05 90 0.00 7663.41 13407.39 4358.50 93 0.00 0.00 6976.92 4053.40 93.01 93.02 94 0.00 0.00 0.00 0.00 96 0.00 6250.00 0.00 5580.83 97 0.00 0.00 14989.47 3356.08 98 0.00 0.00 6708.00 4286.25 99 0.00 6750.00 7166.67 1422.92 100 0.00 0.00 11842.50 5250.60 103 0.00 0.00 0.00 0.00 104 0.00 3125.00 1400.43 2734.44 106 0.00 3500.00 6366.08 1428.08 108 0.00 0.00 0.00 596.30 112 0.00 0.00 0.00 401.33 114 0.00 0.00 6133.33 2516.93 115 0.00 0.00 0.00 0.00 119 0.00 0.00 22767.66 4022.58 121 0.00 4166.66 7916.67 3126.02 122 0.00 4167.00 14330.68 3120.74 126 0.00 2083.00 3811.83 1249.08 130 0.00 2084.00 1808.33 705.25 131 0.00 2500.00 3901.69 513.92 133 0.00 1452.00 7083.33 2767.06 134 0.00 0.00 5130.67 6878.08 136 0.00 4166.66 7348.33 1292.42 137 0.00 4166.66 8966.75 0.00 138 0.00 0.00 11292.75 475.67 139 0.00 3333.33 7959.33 824.48 140 0.00 0.00 6715.75 1428.42 141 0.00 0.00 4929.50 4316.17 142 0.00 0.00 3711.67 1325.33 143 0.00 0.00 13079.17 4918.08 144 0.00 0.00 7795.00 1263.79 145 0.00 2387.00 3986.75 2006.75 146 0.00 0.00 2609.25 401.23 149 0.00 2083.00 3821.45 729.26 150 0.00 0.00 4089.71 1664.67 152 0.00 0.00 0.00 177.50 153 0.00 3333.33 3252.68 811.58 154 0.00 0.00 5201.92 1511.67 155 0.00 0.00 4322.66 1762.50 156 0.00 494.33 1521.46 1107.08 159 0.00 4166.67 8493.50 1158.67 160 0.00 0.00 2427.47 1499.25 160.01 160.02 160.03 160.04 161 0.00 0.00 1447.64 729.93 163 0.00 0.00 3440.42 1512.75 163.01 163.02 163.03 163.04 164 0.00 0.00 2750.00 362.50 167 0.00 1667.00 4611.25 1081.58 168 0.00 2748.00 8400.30 611.35 169 0.00 0.00 0.00 0.00 170 0.00 0.00 12083.33 3527.33 171 0.00 0.00 6042.94 1098.08 173 0.00 0.00 5416.67 699.34 175 0.00 833.33 0.00 0.00 180 0.00 0.00 3353.33 4000.00 182 0.00 0.00 4699.17 1864.34 186 0.00 0.00 2394.92 1380.01 187 0.00 0.00 2716.92 855.75 189 0.00 0.00 0.00 117.45 193 0.00 0.00 1985.42 1298.96 195 0.00 0.00 2640.50 1083.33 198 0.00 0.00 1155.33 1150.00 Loan # Monthly Other Reserve Grace Period Lockbox In-place Property Type Defeasance Permitted - ------ --------------------- ------------ ---------------- -------------------- -------------------- 16 0.00 7 No Office Yes 18 0.00 7 No Hotel Yes 22 0.00 7 No Office Yes 25 0.00 7 No Multifamily Yes 28 0.00 7 No Industrial Yes 28.01 7 No Industrial Yes 28.02 7 No Industrial Yes 28.03 7 No Industrial Yes 28.04 7 No Industrial Yes 28.05 7 No Industrial Yes 29 0.00 7 No Retail Yes 30 0.00 7 No Hotel Yes 31 0.00 7 No Retail Yes 32 0.00 7 No Industrial Yes 35 0.00 7 No Office Yes 36 0.00 7 No Industrial Yes 37 25000.00 7 No Multifamily Yes 37.01 7 No Multifamily Yes 37.02 7 No Multifamily Yes 37.03 7 No Multifamily Yes 38 0.00 7 No Office Yes 45 0.00 7 No Office Yes 46 0.00 7 Yes Multifamily No 46.01 7 Yes Multifamily No 46.02 7 Yes Multifamily No 46.03 7 Yes Multifamily No 47 0.00 0 Yes Office Yes 48 0.00 15 No Retail Yes 49 0.00 7 No Industrial Yes 50 0.00 7 No Hotel Yes 51 0.00 7 No Office Yes 52 0.00 7 No Multifamily Yes 53 0.00 7 No Multifamily Yes 54 11941.50 7 No Office Yes 59 4721.00 7 No Retail Yes 61 0.00 7 No Office Yes 63 0.00 7 No Retail Yes 66 0.00 7 No Retail Yes 69 0.00 7 No Multifamily Yes 71 0.00 7 No Multifamily Yes 72 0.00 7 No Office Yes 73 0.00 7 Yes Multifamily Yes 74 0.00 7 No Retail Yes 75 0.00 7 No Office Yes 76 0.00 7 No Self-Storage Yes 77 0.00 7 No Retail Yes 78 0.00 7 No Retail Yes 79 0.00 7 No Retail Yes 81 0.00 7 No Retail Yes 90 0.00 7 No Office Yes 93 0.00 7 No Multifamily Yes 93.01 7 No Multifamily Yes 93.02 7 No Multifamily Yes 94 0.00 7 No Industrial Yes 96 32500.00 7 No Industrial Yes 97 0.00 7 No Hotel Yes 98 0.00 7 Yes Multifamily Yes 99 0.00 7 No Office Yes 100 0.00 7 No Multifamily Yes 103 0.00 7 No Retail Yes 104 0.00 7 No Office Yes 106 0.00 7 No Office Yes 108 0.00 7 No Retail Yes 112 0.00 7 No Retail Yes 114 0.00 7 No Multifamily Yes 115 0.00 7 No Retail Yes 119 0.00 7 No Multifamily Yes 121 0.00 7 No Office Yes 122 7500.00 7 No Industrial Yes 126 12882.00 7 No Office Yes 130 0.00 7 No Retail Yes 131 0.00 7 No Retail Yes 133 0.00 7 No Retail Yes 134 0.00 7 No Multifamily Yes 136 0.00 7 No Retail Yes 137 0.00 7 No Retail Yes 138 0.00 7 No Office No 139 0.00 7 No Retail Yes 140 0.00 7 No Retail Yes 141 0.00 7 No Multifamily Yes 142 0.00 15 No Multifamily Yes 143 0.00 7 No Multifamily Yes 144 0.00 7 No Multifamily Yes 145 0.00 7 No Retail Yes 146 0.00 7 No Manufactured Housing Yes 149 0.00 15 No Retail Yes 150 0.00 7 No Retail Yes 152 0.00 15 No Retail Yes 153 0.00 7 No Retail Yes 154 0.00 7 No Multifamily Yes 155 0.00 7 No Multifamily Yes 156 0.00 7 No Multifamily Yes 159 0.00 7 No Office Yes 160 0.00 7 No Multifamily Yes 160.01 7 No Multifamily Yes 160.02 7 No Multifamily Yes 160.03 7 No Multifamily Yes 160.04 7 No Multifamily Yes 161 0.00 7 No Manufactured Housing Yes 163 0.00 15 No Multifamily Yes 163.01 15 No Multifamily Yes 163.02 15 No Multifamily Yes 163.03 15 No Multifamily Yes 163.04 15 No Multifamily Yes 164 0.00 7 No Office Yes 167 0.00 7 No Retail Yes 168 0.00 7 No Office Yes 169 0.00 7 No Industrial Yes 170 0.00 7 No Multifamily Yes 171 0.00 7 No Retail Yes 173 0.00 7 No Office Yes 175 0.00 7 No Industrial Yes 180 0.00 7 No Multifamily Yes 182 0.00 7 No Multifamily Yes 186 0.00 7 No Multifamily Yes 187 0.00 7 No Multifamily Yes 189 0.00 7 No Retail Yes 193 0.00 7 Yes Multifamily Yes 195 0.00 7 No Multifamily Yes 198 0.00 7 No Multifamily Yes Loan # Interest Accrual Period Loan Group Final Maturity Date Remaining Amortization Term for Balloon Loans - ------ ----------------------- ---------- ------------------- --------------------------------------------- 16 Actual/360 1 360 18 Actual/360 1 360 22 Actual/360 1 360 25 Actual/360 2 360 28 Actual/360 1 228 28.01 Actual/360 1 228 28.02 Actual/360 1 228 28.03 Actual/360 1 228 28.04 Actual/360 1 228 28.05 Actual/360 1 228 29 Actual/360 1 360 30 Actual/360 1 300 31 Actual/360 1 360 32 Actual/360 1 360 35 Actual/360 1 360 36 Actual/360 1 360 37 Actual/360 2 360 37.01 Actual/360 2 360 37.02 Actual/360 2 360 37.03 Actual/360 2 360 38 Actual/360 1 360 45 Actual/360 1 360 46 Actual/360 2 360 46.01 Actual/360 2 360 46.02 Actual/360 2 360 46.03 Actual/360 2 360 47 Actual/360 1 360 48 Actual/360 1 360 49 Actual/360 1 360 50 Actual/360 1 300 51 Actual/360 1 360 52 Actual/360 2 360 53 Actual/360 2 360 54 Actual/360 1 360 59 Actual/360 1 360 61 Actual/360 1 360 63 Actual/360 1 360 66 Actual/360 1 360 69 Actual/360 2 360 71 Actual/360 2 360 72 Actual/360 1 300 73 Actual/360 2 360 74 Actual/360 1 360 75 Actual/360 1 360 76 Actual/360 1 300 77 Actual/360 1 300 78 Actual/360 1 360 79 Actual/360 1 360 81 Actual/360 1 360 90 Actual/360 1 360 93 Actual/360 2 360 93.01 Actual/360 2 360 93.02 Actual/360 2 360 94 Actual/360 1 96 Actual/360 1 300 97 Actual/360 1 300 98 Actual/360 2 360 99 Actual/360 1 360 100 Actual/360 2 360 103 Actual/360 1 360 104 Actual/360 1 360 106 Actual/360 1 360 108 Actual/360 1 360 112 Actual/360 1 360 114 Actual/360 2 360 115 Actual/360 1 360 119 Actual/360 2 360 121 Actual/360 1 360 122 Actual/360 1 300 126 Actual/360 1 360 130 Actual/360 1 360 131 Actual/360 1 360 133 Actual/360 1 360 134 Actual/360 2 360 136 Actual/360 1 360 137 Actual/360 1 360 138 Actual/360 1 360 139 Actual/360 1 360 140 Actual/360 1 360 141 Actual/360 2 360 142 Actual/360 2 360 143 Actual/360 2 360 144 Actual/360 2 360 145 Actual/360 1 360 146 Actual/360 2 360 149 Actual/360 1 300 150 Actual/360 1 360 152 Actual/360 1 360 153 Actual/360 1 300 154 Actual/360 3 240 155 Actual/360 3 360 156 Actual/360 2 360 159 Actual/360 1 360 160 Actual/360 2 160.01 Actual/360 2 160.02 Actual/360 2 160.03 Actual/360 2 160.04 Actual/360 2 161 Actual/360 1 360 163 Actual/360 2 360 163.01 Actual/360 2 360 163.02 Actual/360 2 360 163.03 Actual/360 2 360 163.04 Actual/360 2 360 164 Actual/360 1 360 167 Actual/360 1 360 168 Actual/360 1 360 169 Actual/360 1 170 Actual/360 2 360 171 Actual/360 1 360 173 Actual/360 1 360 175 Actual/360 1 360 180 Actual/360 2 182 Actual/360 2 186 Actual/360 2 187 Actual/360 1 240 189 Actual/360 1 360 193 Actual/360 2 360 195 Actual/360 2 360 198 Actual/360 2
EXHIBIT B REPRESENTATIONS AND WARRANTIES OF THE SELLER (1) No Mortgage Loan is 30 days or more delinquent in payment of principal and interest (without giving effect to any applicable grace period in the related Mortgage Note) as of the Cut-off Date and no Mortgage Loan has been 30 days or more (without giving effect to any applicable grace period in the related Mortgage Note) past due. (2) Except with respect to the ARD Loans, which provide that the rate at which interest accrues thereon increases after the Anticipated Repayment Date, the Mortgage Loans (exclusive of any default interest, late charges or prepayment premiums) are fixed rate mortgage loans with terms to maturity, at origination or as of the most recent modification, as set forth in the Mortgage Loan Schedule. (3) The information pertaining to each Mortgage Loan set forth on the Mortgage Loan Schedule is true and correct in all material respects as of the Cut-off Date. (4) At the time of the assignment of the Mortgage Loans to the Purchaser, the Seller had good and marketable title to and was the sole owner and holder of, each Mortgage Loan, free and clear of any pledge, lien, encumbrance or security interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain Servicing Rights Purchase Agreement, dated as of the date hereof between the Master Servicer and Seller) and such assignment validly and effectively transfers and conveys all legal and beneficial ownership of the Mortgage Loans to the Purchaser free and clear of any pledge, lien, encumbrance or security interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain Servicing Rights Purchase Agreement, dated as of the date hereof between the Master Servicer and Seller). (5) In respect of each Mortgage Loan, (A) in reliance on public documents or certified copies of the incorporation or partnership or other entity documents, as applicable, delivered in connection with the origination of such Mortgage Loan, the related Mortgagor is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico and (B) as of the origination date, the Seller (based on customary due diligence) had no knowledge, and since the origination date, the Seller has no actual knowledge, that the related Mortgagor is a debtor in any bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or similar proceeding. (6) Each Mortgage Loan is secured by the related Mortgage which establishes and creates a valid and subsisting first priority lien on the related Mortgaged Property, or leasehold interest therein, comprising real estate, free and clear of any liens, claims, encumbrances, participation interests, pledges, charges or security interests subject only to Permitted Encumbrances. Such Mortgage, together with any separate security agreement, UCC Financing Statement or similar agreement, if any, establishes and creates a first priority security interest in favor of the Seller in all personal property owned by the Mortgagor that is used in, and is reasonably necessary to, the operation of the related Mortgaged Property and, to the extent a security interest may be created therein and perfected by the filing of a UCC Financing Statement under the Uniform Commercial Code as in effect in the relevant jurisdiction, the proceeds arising from the Mortgaged Property and other collateral securing such Mortgage Loan, subject only to Permitted Encumbrances. There exists with respect to such Mortgaged Property an assignment of leases and rents provision, either as part of the related Mortgage or as a separate document or instrument, which establishes and creates a first priority security interest in and to leases and rents arising in respect of the related Mortgaged Property, subject only to Permitted Encumbrances. Except for the holder of the Subordinate Companion Loan with respect to the AB Mortgage Loans, to the Seller's knowledge, no person other than the related Mortgagor and the mortgagee own any interest in any payments due under the related leases. The related Mortgage or such assignment of leases and rents provision provides for the appointment of a receiver for rents or allows the holder of the related Mortgage to enter into possession of the related Mortgaged Property to collect rent or provides for rents to be paid directly to the holder of the related Mortgage in the event of a default beyond applicable notice and grace periods, if any, under the related Mortgage Loan documents. As of the origination date there were, and, to the Seller's actual knowledge as of the Closing Date, there are, no mechanics' or other similar liens or claims which have been filed for work, labor or materials affecting the related Mortgaged Property which are or may be prior or equal to the lien of the Mortgage, except those that are bonded or escrowed for or which are insured against pursuant to the applicable Title Insurance Policy (as defined below) and except for Permitted Encumbrances. No Mortgaged Property secures any mortgage loan not represented on the Mortgage Loan Schedule; no Mortgage Loan is cross-collateralized or cross-defaulted with any other mortgage loan other than one or more Mortgage Loans as shown on the Mortgage Loan Schedule; no Mortgage Loan is secured by property which secures another mortgage loan other than one or more Mortgage Loans as shown on the Mortgage Loan Schedule. Notwithstanding the foregoing, no representation is made as to the perfection of any security interest in rent, operating revenues or other personal property to the extent that possession or control of such items or actions other than the filing of UCC Financing Statements are required in order to effect such perfection. (7) The related Mortgagor under each Mortgage Loan has good and indefeasible fee simple or, with respect to those Mortgage Loans described in paragraph (20) hereof, leasehold title to the related Mortgaged Property comprising real estate subject to any Permitted Encumbrances. (8) The Seller has received an American Land Title Association (ALTA) lender's title insurance policy or a comparable form of lender's title insurance policy (or escrow instructions binding on the Title Insurer (as defined below) and irrevocably obligating the Title Insurer to issue such title insurance policy or a title policy commitment or pro-forma "marked up" at the closing of the related Mortgage Loan and countersigned by the Title Insurer or its authorized agent) as adopted in the applicable jurisdiction (the "Title Insurance Policy"), which was issued by a nationally recognized title insurance company (the "Title Insurer") qualified to do business in the jurisdiction where the applicable Mortgaged Property is located (unless such jurisdiction is the State of Iowa), covering the portion of each Mortgaged Property comprised of real estate and insuring that the related Mortgage is a valid first lien in the original principal amount of the related Mortgage Loan on the Mortgagor's fee simple interest (or, if applicable, leasehold interest) in such Mortgaged Property comprised of real estate, subject only to Permitted Encumbrances. Such Title Insurance Policy was issued in connection with the origination of the related Mortgage Loan. No claims have been made under such Title Insurance Policy. Such Title Insurance Policy is in full force and effect and all premiums thereon have been paid and will provide that the insured includes the owner of the Mortgage Loan and its successors and/or assigns. No holder of the related Mortgage has done, by act or omission, anything that would, and the Seller has no actual knowledge of any other circumstance that would, impair the coverage under such Title Insurance Policy. (9) The related Assignment of Mortgage and the related assignment of the Assignment of Leases executed in connection with each Mortgage, if any, have been recorded in the applicable jurisdiction (or, if not recorded, have been submitted for recording or are in recordable form (but for the insertion of the name and address of the assignee and any related recording information which is not yet available to the Seller)) and constitute the legal, valid and binding assignment of such Mortgage and the related Assignment of Leases from the Seller to the Purchaser. The endorsement of the related Mortgage Note by the Seller constitutes the legal, valid, binding and enforceable (except as such enforcement may be limited by anti-deficiency laws or bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law)) assignment of such Mortgage Note, and together with such Assignment of Mortgage and the related assignment of Assignment of Leases, legally and validly conveys all right, title and interest in such Mortgage Loan and Mortgage Loan documents to the Purchaser. (10) (a) The Mortgage Loan documents for each Mortgage Loan provide that such Mortgage Loan is non-recourse to the related parties thereto except that the related Mortgagor and at least one individual or entity shall be fully liable for actual losses, liabilities, costs and damages arising from fraud or material misrepresentation by the related Mortgagor and/or its principals. Additionally, the Mortgage Loan documents for each Mortgage Loan provide that the related Mortgagor and at least one individual or entity shall be liable to the Seller for any losses incurred by the Seller, its successors and assigns, due to (i) the misapplication or misappropriation of rents, insurance proceeds or condemnation awards, (ii) any act of actual waste, and (iii) any breach of the environmental covenants contained in the related Mortgage Loan documents. (b) The Mortgage Loan documents for each Mortgage Loan contain enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure, and there is no exemption available to the related Mortgagor which would interfere with such right of foreclosure except any statutory right of redemption or as may be limited by anti-deficiency laws or by bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). (c) Each of the related Mortgage Notes and Mortgages are the legal, valid and binding obligations of the related Mortgagor named on the Mortgage Loan Schedule and each of the other related Mortgage Loan documents is the legal, valid and binding obligation of the parties thereto (subject to any non-recourse provisions therein), enforceable in accordance with its terms, except as such enforcement may be limited by anti-deficiency or one form of action laws or bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and except that certain provisions of such Mortgage Loan documents are or may be unenforceable in whole or in part under applicable state or federal laws, but the inclusion of such provisions does not render any of the Mortgage Loan documents invalid as a whole, and such Mortgage Loan documents taken as a whole are enforceable to the extent necessary and customary for the practical realization of the principal rights and benefits afforded thereby. (d) The terms of the Mortgage Loans or the related Mortgage Loan documents, have not been altered, impaired, modified or waived in any material respect, except prior to the Cut-off Date by written instrument duly submitted for recordation, to the extent required, and as specifically set forth in the related Mortgage File. (e) With respect to each Mortgage which is a deed of trust, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with applicable law, and no fees or expenses are or will become payable to the trustee under the deed of trust, except in connection with a trustee's sale after default by the Mortgagor other than de minimis fees paid in connection with the release of the related Mortgaged Property or related security for such Mortgage Loan following payment of such Mortgage Loan in full. (11) No Mortgage Loan has been satisfied, canceled, subordinated, released or rescinded, in whole or in part, and the related Mortgagor has not been released, in whole or in part, from its obligations under any related Mortgage Loan document. (12) Except with respect to the enforceability of any provisions requiring the payment of default interest, late fees, additional interest, prepayment premiums or yield maintenance charges, neither the Mortgage Loan nor any of the related Mortgage Loan documents is subject to any right of rescission, set-off, abatement, diminution, valid counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of any such Mortgage Loan documents, or the exercise (in compliance with procedures permitted under applicable law) of any right thereunder, render any Mortgage Loan documents subject to any right of rescission, set-off, abatement, diminution, valid counterclaim or defense, including the defense of usury (subject to anti-deficiency or one form of action laws and to bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditor's rights generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law)), and no such right of rescission, set-off, abatement, diminution, valid counterclaim or defense has been asserted with respect thereto. None of the Mortgage Loan documents provides for a release of a portion of the Mortgaged Property from the lien of the Mortgage except upon payment or defeasance in full of all obligations under the Mortgage, provided that, notwithstanding the foregoing, certain of the Mortgage Loans may allow partial release (a) upon payment or defeasance of an Allocated Loan Amount which may be formula based, but in no event less than 125% of the Allocated Loan Amount, or (b) in the event the portion of the Mortgaged Property being released was not given any material value in connection with the underwriting or appraisal of the related Mortgage Loan. (13) As of the Closing Date, there is no payment default, after giving effect to any applicable notice and/or grace period, and, to the Seller's actual knowledge, as of the Closing Date, there is no other material default under any of the related Mortgage Loan documents, after giving effect to any applicable notice and/or grace period; no such material default or breach has been waived by the Seller or on its behalf or, to the Seller's knowledge, by the Seller's predecessors in interest with respect to the Mortgage Loans; and, to the Seller's actual knowledge, no event has occurred which, with the passing of time or giving of notice would constitute a material default or breach; provided, however, that the representations and warranties set forth in this sentence do not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of any subject matter otherwise covered by any other representation or warranty made by the Seller in this Exhibit B. No Mortgage Loan has been accelerated and no foreclosure or power of sale proceeding has been initiated in respect of the related Mortgage. The Seller has not waived any material claims against the related Mortgagor under any non-recourse exceptions contained in the Mortgage Note. (14) (a) The principal amount of the Mortgage Loan stated on the Mortgage Loan Schedule has been fully disbursed as of the Closing Date specified therein (except for certain amounts that were fully disbursed by the mortgagee, but were escrowed pursuant to the terms of the related Mortgage Loan documents) and there are no future advances required to be made by the mortgagee under any of the related Mortgage Loan documents. Any requirements under the related Mortgage Loan documents regarding the completion of any on-site or off-site improvements and to disbursements of any escrow funds therefor have been or are being complied with or such escrow funds are still being held. The value of the Mortgaged Property relative to the value reflected in the most recent appraisal thereof is not materially impaired by any improvements which have not been completed. The Seller has not, nor, to the Seller's knowledge, have any of its agents or predecessors in interest with respect to the Mortgage Loans, in respect of payments due on the related Mortgage Note or Mortgage, directly or indirectly, advanced funds or induced, solicited or knowingly received any advance of funds by a party other than the Mortgagor other than (a) interest accruing on such Mortgage Loan from the date of such disbursement of such Mortgage Loan to the date which preceded by thirty (30) days the first payment date under the related Mortgage Note and (b) application and commitment fees, escrow funds, points and reimbursements for fees and expenses, incurred in connection with the origination and funding of the Mortgage Loan. (b) No Mortgage Loan has capitalized interest included in its principal balance, or provides for any shared appreciation rights or other equity participation therein and no contingent or additional interest contingent on cash flow or negative amortization (other than with respect to the deferment of payment with respect to ARD Loans) is due thereon. (c) Each Mortgage Loan identified in the Mortgage Loan Schedule as an ARD Loan starts to amortize no later than the Due Date of the calendar month immediately after the calendar month in which such ARD Loan closed and substantially fully amortizes over its stated term, which term is at least 60 months after the related Anticipated Repayment Date. Each ARD Loan has an Anticipated Repayment Date not less than seven years following the origination of such Mortgage Loan. If the related Mortgagor elects not to prepay its ARD Loan in full on or prior to the Anticipated Repayment Date pursuant to the existing terms of the Mortgage Loan or a unilateral option (as defined in Treasury Regulations under Section 1001 of the Code) in the Mortgage Loan exercisable during the term of the Mortgage Loan, (i) the Mortgage Loan's interest rate will step up to an interest rate per annum as specified in the related Mortgage Loan documents; provided, however, that payment of such Excess Interest shall be deferred until the principal of such ARD Loan has been paid in full; (ii) all or a substantial portion of the Excess Cash Flow (which is net of certain costs associated with owning, managing and operating the related Mortgaged Property) collected after the Anticipated Repayment Date shall be applied towards the prepayment of such ARD Loan and once the principal balance of an ARD Loan has been reduced to zero all Excess Cash Flow will be applied to the payment of accrued Excess Interest; and (iii) if the property manager for the related Mortgaged Property can be removed by or at the direction of the mortgagee on the basis of a debt service coverage test, the subject debt service coverage ratio shall be calculated without taking account of any increase in the related Mortgage Interest Rate on such Mortgage Loan's Anticipated Repayment Date. No ARD Loan provides that the property manager for the related Mortgaged Property can be removed by or at the direction of the mortgagee solely because of the passage of the related Anticipated Repayment Date. (d) Each Mortgage Loan identified in the Mortgage Loan Schedule as an ARD Loan with a hard lockbox requires that tenants at the related Mortgaged Property shall (and each Mortgage Loan identified in the Mortgage Loan Schedule as an ARD Loan with a springing lockbox requires that tenants at the related Mortgaged Property shall, upon the occurrence of a specified trigger event, including, but not limited to, the occurrence of the related Anticipated Repayment Date) make rent payments into a lockbox controlled by the holder of the Mortgage Loan and to which the holder of the Mortgage Loan has a first perfected security interest; provided however, with respect to each ARD Loan which is secured by a multi-family property with a hard lockbox, or with respect to each ARD Loan which is secured by a multi-family property with a springing lockbox, upon the occurrence of a specified trigger event, including, but not limited to, the occurrence of the related Anticipated Repayment Date, tenants either pay rents to a lockbox controlled by the holder of the Mortgage Loan or deposit rents with the property manager who will then deposit the rents into a lockbox controlled by the holder of the Mortgage Loan. (15) The terms of the Mortgage Loan documents evidencing such Mortgage Loan comply in all material respects with all applicable local, state and federal laws and regulations and the Seller has complied with all material requirements pertaining to the origination, funding and servicing of the Mortgage Loans, including but not limited to, usury and any and all other material requirements of any federal, state or local law to the extent non-compliance would have a material adverse effect on the Mortgage Loan. (16) To the Seller's knowledge and subject to paragraph (37) hereof, as of the date of origination of the Mortgage Loan, based on inquiry customary in the industry, and to the Seller's actual knowledge and subject to paragraph (37) hereof, as of the Closing Date, the related Mortgaged Property is, in all material respects, in compliance with, and is used and occupied in accordance with, all restrictive covenants of record applicable to such Mortgaged Property and applicable zoning laws and all inspections, licenses, permits and certificates of occupancy required by law, ordinance or regulation to be made or issued with regard to the Mortgaged Property have been obtained and are in full force and effect, except to the extent (a) any material non-compliance with applicable zoning laws is insured by an ALTA lender's title insurance policy (or binding commitment therefor), or the equivalent as adopted in the applicable jurisdiction, or a law and ordinance insurance policy, or (b) the failure to obtain or maintain such inspections, licenses, permits or certificates of occupancy does not materially impair or materially and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination of the Mortgage Loan or the rights of a holder of the related Mortgage Loan. (17) All (a) taxes, water charges, sewer rents, assessments or other similar outstanding governmental charges and governmental assessments which became due and owing prior to the Closing Date in respect of the related Mortgaged Property (excluding any related personal property), and if left unpaid, would be, or might become, a lien on such Mortgaged Property having priority over the related Mortgage and (b) insurance premiums or ground rents which became due and owing prior to the Closing Date in respect of the related Mortgaged Property (excluding any related personal property), have been paid, or if disputed, or if such amounts are not delinquent prior to the Closing Date, an escrow of funds in an amount sufficient (together with escrow payments required to be made prior to delinquency) to cover such taxes and assessments and any late charges due in connection therewith has been established. As of the date of origination, the related Mortgaged Property was one or more separate and complete tax parcels. For purposes of this representation and warranty, the items identified herein shall not be considered due and owing until the date on which interest or penalties would be first payable thereon. (18) To the Seller's knowledge based on surveys or the Title Insurance Policy, (i) none of the material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property at the time of the origination of such Mortgage Loan lies outside the boundaries and building restriction lines of such Mortgaged Property, except to the extent they are legally nonconforming as contemplated by representation (37) below, and (ii) no improvements on adjoining properties encroach upon such Mortgaged Property, except in the case of either (i) or (ii) for (a) immaterial encroachments which do not materially adversely affect the security intended to be provided by the related Mortgage or the use, value or marketability of such Mortgaged Property or (b) encroachments affirmatively covered by the related Title Insurance Policy. With respect to each Mortgage Loan, the property legally described in the survey, if any, obtained for the related Mortgaged Property for purposes of the origination thereof is the same as the property legally described in the Mortgage. (19) (a) As of the date of the applicable engineering report (which was performed within 12 months prior to the Cut-off Date) related to the Mortgaged Property and, to Seller's knowledge as of the Closing Date, the related Mortgaged Property is either (i) in good repair, free and clear of any damage that would materially adversely affect the value of such Mortgaged Property as security for such Mortgage Loan or the use and operation of the Mortgaged Property as it was being used or operated as of the origination date or (ii) escrows in an amount consistent with the standard utilized by the Seller with respect to similar loans it holds for its own account have been established, which escrows will in all events be not less than 100% of the estimated cost of the required repairs. Since the origination date, to the Seller's knowledge, such Mortgaged Property has not been damaged by fire, wind or other casualty or physical condition (including, without limitation, any soil erosion or subsidence or geological condition), which damage has not been fully repaired or fully insured, or for which escrows in an amount consistent with the standard utilized by the Seller with respect to loans it holds for its own account have not been established. (b) As of the origination date of such Mortgage Loan and to the Seller's actual knowledge, as of the Closing Date, there are no proceedings pending or, to the Seller's actual knowledge, threatened, for the partial or total condemnation of the relevant Mortgaged Property. (20) With respect to the Mortgage Loans that are identified on Exhibit A as being secured in whole or in part by a leasehold estate (a "Ground Lease") (except with respect to any Mortgage Loan also secured by the related fee interest in the Mortgaged Property): (a) such Ground Lease or a memorandum thereof has been or will be duly recorded; such Ground Lease, or other agreement received by the originator of the Mortgage Loan from the ground lessor, provides that the interest of the lessee thereunder may be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns, in a manner that would materially and adversely affect the security provided by the Mortgage; as of the date of origination of the Mortgage Loan, there was no material change of record in the terms of such Ground Lease with the exception of written instruments which are part of the related Mortgage File and Seller has no knowledge of any material change in the terms of such Ground Lease since the recordation of the related Mortgage, with the exception of written instruments which are part of the related Mortgage File; (b) such Ground Lease is not subject to any liens or encumbrances superior to, or of equal priority with, the related Mortgage, other than the related fee interest and Permitted Encumbrances, and such Ground Lease is, and shall remain, prior to any mortgage or other lien upon the related fee interest (other than the Permitted Encumbrances) unless a subordination and nondisturbance agreement is obtained from the holder of any such mortgage or lien on the fee interest, which subordination and nondisturbance agreement is assignable to or for the benefit of the related lessee and the related mortgagee; (c) such Ground Lease provides that upon foreclosure of the related Mortgage or assignment of the Mortgagor's interest in such Ground Lease in lieu thereof, the mortgagee under such Mortgage is entitled to become the owner of such interest upon notice to, but without the consent of, the lessor thereunder and, in the event that such mortgagee (or any of its successors and assigns under the Mortgage) becomes the owner of such interest, such interest is further assignable by such mortgagee (or any of its successors and assigns under the Mortgage) upon notice to such lessor, but without a need to obtain the consent of such lessor; (d) such Ground Lease is in full force and effect and no default of tenant or ground lessor was in existence at origination, or to the Seller's knowledge, is currently in existence under such Ground Lease, nor at origination was, or to the Seller's knowledge, is there any condition which, but for the passage of time or the giving of notice, would result in a default under the terms of such Ground Lease; either such Ground Lease or a separate agreement contains the ground lessor's covenant that it shall not amend, modify, cancel or terminate such Ground Lease without the prior written consent of the mortgagee under such Mortgage and any amendment, modification, cancellation or termination of the Ground Lease without the prior written consent of the related mortgagee, or its successors or assigns is not binding on such mortgagee, or its successor or assigns; (e) such Ground Lease or other agreement requires the lessor thereunder to give written notice of any material default by the lessee to the mortgagee under the related Mortgage, provided that such mortgagee has provided the lessor with notice of its lien in accordance with the provisions of such Ground Lease; and such Ground Lease or other agreement provides that no such notice of default and no termination of the Ground Lease in connection with such notice of default shall be effective against such mortgagee unless such notice of default has been given to such mortgagee and any related Ground Lease contains the ground lessor's covenant that it will give to the related mortgagee, or its successors or assigns, any notices it sends to the Mortgagor; (f) either (i) the related ground lessor has subordinated its interest in the related Mortgaged Property to the interest of the holder of the Mortgage Loan or (ii) such Ground Lease or other agreement provides that (A) the mortgagee under the related Mortgage is permitted a reasonable opportunity to cure any default under such Ground Lease which is curable, including reasonable time to gain possession of the interest of the lessee under the Ground Lease, after the receipt of notice of any such default before the lessor thereunder may terminate such Ground Lease; (B) in the case of any such default which is not curable by such mortgagee, or in the event of the bankruptcy or insolvency of the lessee under such Ground Lease, such mortgagee has the right, following termination of the existing Ground Lease or rejection thereof by a bankruptcy trustee or similar party, to enter into a new ground lease with the lessor on substantially the same terms as the existing Ground Lease; and (C) all rights of the Mortgagor under such Ground Lease (insofar as it relates to the Ground Lease) may be exercised by or on behalf of such mortgagee under the related Mortgage upon foreclosure or assignment in lieu of foreclosure; (g) such Ground Lease has an original term (or an original term plus one or more optional renewal terms that under all circumstances may be exercised, and will be enforceable, by the mortgagee or its assignee) which extends not less than 20 years beyond the stated maturity date of the related Mortgage Loan; (h) under the terms of such Ground Lease and the related Mortgage, taken together, any related insurance proceeds will be applied either to the repair or restoration of all or part of the related Mortgaged Property, with the mortgagee under such Mortgage or a financially responsible institution acting as trustee appointed by it, or consented to by it, or by the lessor having the right to hold and disburse such proceeds as the repair or restoration progresses (except in such cases where a provision entitling another party to hold and disburse such proceeds would not be viewed as commercially unreasonable by a prudent institutional lender), or to the payment in whole or in part of the outstanding principal balance of such Mortgage Loan together with any accrued and unpaid interest thereon; and (i) such Ground Lease does not impose any restrictions on subletting which would be viewed as commercially unreasonable by the Seller; such Ground Lease contains a covenant (or applicable laws provide) that the lessor thereunder is not permitted, in the absence of an uncured default, to disturb the possession, interest or quiet enjoyment of any lessee in the relevant portion of such Mortgaged Property subject to such Ground Lease for any reason, or in any manner, which would materially adversely affect the security provided by the related Mortgage. (21) (a) With respect to each Mortgaged Property, except for the Mortgaged Properties related to those Mortgage Loans set forth on Schedule I hereto for which a lender's environmental insurance policy was obtained in lieu of an Environmental Site Assessment, an Environmental Site Assessment performed in connection with the origination of the related Mortgage Loan was obtained and reviewed by the Seller and a copy is included in the Servicing File. (b) Such Environmental Site Assessment does not identify, and the Seller has no actual knowledge of, any adverse circumstances or conditions with respect to or affecting the Mortgaged Property that would constitute or result in a material violation of any Environmental Laws, other than with respect to a Mortgaged Property (i) for which environmental insurance (as set forth on Schedule II hereto) is maintained, or (ii) which would require any expenditure greater than 5% of the outstanding principal balance of such Mortgage Loan to achieve or maintain compliance in all material respects with any Environmental Laws for which adequate sums, but in no event less than 125% of the estimated cost as set forth in the Environmental Site Assessment, were reserved in connection with the origination of the Mortgage Loan and for which the related Mortgagor has covenanted to perform, or (iii) as to which the related Mortgagor or one of its affiliates is currently taking or required to take such actions (which may be the implementation of an operations and maintenance plan), if any, with respect to such conditions or circumstances as have been recommended by the Environmental Site Assessment or required by the applicable governmental authority, or (iv) as to which another responsible party not related to the Mortgagor with assets reasonably estimated by the Seller at the time of origination to be sufficient to effect all necessary or required remediation identified in a notice or other action from the applicable governmental authority is currently taking or required to take such actions, if any, with respect to such regulatory authority's order or directive, or (v) as to which such conditions or circumstances identified in the Environmental Site Assessment were investigated further and based upon such additional investigation, an environmental consultant recommended no further investigation or remediation, or (vi) as to which a party with financial resources reasonably estimated to be adequate to cure the condition or circumstance provided a guaranty or indemnity to the related Mortgagor or to the mortgagee to cover the costs of any required investigation, testing, monitoring or remediation, or (vii) as to which the related Mortgagor or other responsible party obtained a "No Further Action" letter or other evidence reasonably acceptable to a prudent commercial mortgage lender that applicable federal, state, or local governmental authorities had no current intention of taking any action, and are not requiring any action, in respect of such condition or circumstance, or (viii) which would not require substantial cleanup, remedial action or other extraordinary response under any Environmental Laws reasonably estimated to cost in excess of 5% of the outstanding principal balance of such Mortgage Loan; (c) To the Seller's actual knowledge and in reliance upon the Environmental Site Assessment, except for any Hazardous Materials being handled in accordance with applicable Environmental Laws and except for any Hazardous Materials present at such Mortgaged Property for which, to the extent that an Environmental Site Assessment recommends remediation or other action, (A) there exists either (i) environmental insurance with respect to such Mortgaged Property (as set forth on Schedule II hereto) or (ii) an amount in an escrow account pledged as security for such Mortgage Loan under the relevant Mortgage Loan documents equal to no less than 125% of the amount estimated in such Environmental Site Assessment as sufficient to pay the cost of such remediation or other action in accordance with such Environmental Site Assessment or (B) one of the statements set forth in clause (b) above is true, (1) such Mortgaged Property is not being used for the treatment or disposal of Hazardous Materials; (2) no Hazardous Materials are being used or stored or generated for off-site disposal or otherwise present at such Mortgaged Property other than Hazardous Materials of such types and in such quantities as are customarily used or stored or generated for off-site disposal or otherwise present in or at properties of the relevant property type; and (3) such Mortgaged Property is not subject to any environmental hazard (including, without limitation, any situation involving Hazardous Materials) which under the Environmental Laws would have to be eliminated before the sale of, or which could otherwise reasonably be expected to adversely affect in more than a de minimis manner the value or marketability of, such Mortgaged Property. (d) The related Mortgage or other Mortgage Loan documents contain covenants on the part of the related Mortgagor requiring its compliance with any present or future federal, state and local Environmental Laws and regulations in connection with the Mortgaged Property. The related Mortgagor (or an affiliate thereof) has agreed to indemnify, defend and hold the Seller, and its successors and assigns, harmless from and against any and all losses, liabilities, damages, penalties, fines, expenses and claims of whatever kind or nature (including attorneys' fees and costs) imposed upon or incurred by or asserted against any such party resulting from a breach of the environmental representations, warranties or covenants given by the related Mortgagor in connection with such Mortgage Loan. (e) Each of the Mortgage Loans which is covered by a lender's environmental insurance policy obtained in lieu of an Environmental Site Assessment ("In Lieu of Policy") is identified on Schedule I and has an outstanding principal balance not greater than $3,000,000, and each In Lieu of Policy is in an amount equal to 125% of the outstanding principal balance of the related Mortgage Loan and has a term ending no sooner than the date which is five years after the maturity date (or, in the case of an ARD Loan, the final maturity date) of the related Mortgage Loan, is non-cancelable by the insurer during such term and the premium for such policy has been paid in full. All environmental assessments or updates that were in the possession of the Seller and that relate to a Mortgaged Property identified on Schedule I as being insured by an In Lieu of Policy have been delivered to or disclosed to the In Lieu of Policy carrier issuing such policy prior to the issuance of such policy. (22) As of the date of origination of the related Mortgage Loan, and, as of the Closing Date, the Mortgaged Property is covered by insurance policies providing the coverage described below and the Mortgage Loan documents permit the mortgagee to require the coverage described below. All premiums with respect to the Insurance Policies insuring each Mortgaged Property have been paid in a timely manner or escrowed to the extent required by the Mortgage Loan documents, and the Seller has not received any notice of cancellation or termination. The relevant Servicing File contains the Insurance Policy required for such Mortgage Loan or a certificate of insurance for such Insurance Policy. Each Mortgage requires that the related Mortgaged Property and all improvements thereon are covered by Insurance Policies providing coverage for losses (subject to customary deductibles) sustained by (A) fire and extended perils included within the classification "All Risk of Physical Loss" in an amount sufficient to prevent the Mortgagor from being deemed a co-insurer and to provide coverage in an amount equal to the lesser of the full replacement cost of such Mortgaged Property (in some cases exclusive of excavations, underground utilities, foundations and footings) and the outstanding principal balance of the related Mortgage Loan with an appropriate endorsement to avoid application of any coinsurance provision; such policies contain a standard mortgage clause naming mortgagee and its successor in interest as additional insureds or loss payee, as applicable; (B) business interruption or rental loss insurance in an amount at least equal to (a) 12 months of operations or (b) in some cases all rents and other amounts customarily insured under this type of insurance of the Mortgaged Property; (C) flood insurance (if any portion of the improvements on the Mortgaged Property is located in an area identified by the Federal Emergency Management Agency ("FEMA"), with respect to certain Mortgage Loans and the Secretary of Housing and Urban Development with respect to other Mortgage Loans, as having special flood hazards) in an amount not to exceed amounts prescribed by FEMA; (D) workers' compensation, if required by law; (E) comprehensive general liability insurance in an amount consistent with the standard utilized by the Seller with respect to loans it holds for its own account, but not less than $1 million; all such Insurance Policies contain clauses providing they are not terminable and may not be terminated, without thirty (30) days prior written notice to the mortgagee (except where applicable law requires a shorter period or except for nonpayment of premiums, in which case not less than ten (10) days prior written notice to the mortgagee is required). In addition, each Mortgage permits the related mortgagee to make premium payments to prevent the cancellation thereof and shall entitle such mortgagee to reimbursement therefor. Any insurance proceeds in respect of a casualty loss or taking will be applied either to the repair or restoration of all or part of the related Mortgaged Property or the payment of the outstanding principal balance of the related Mortgage Loan together with any accrued interest thereon. The related Mortgaged Property is insured by an Insurance Policy, issued by an insurer meeting the requirements of such Mortgage Loan and having a claims-paying or financial strength rating of at least "A-:VIII" from A.M. Best Company or "A-" (or the equivalent) from Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., Fitch, Inc. or Moody's Investors Service, Inc. An architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in connection with the origination of the related Mortgage Loan in order to evaluate the structural and seismic condition of such property, for the sole purpose of assessing the probable maximum loss ("PML") for the Mortgaged Property in the event of an earthquake. In such instances, the PML was based on a 450 or 475-year lookback with a 10% probability of exceedance in a 50-year period. If the resulting report concluded that the PML would exceed 20% of the amount of the replacement costs of the improvements, earthquake insurance on such Mortgaged Property was obtained by an insurer rated at least A:VIII by A.M. Best Company or "A-" (or the equivalent) from Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., Fitch, Inc. or Moody's Investors Service, Inc. If the Mortgaged Property is located in Florida or within 25 miles of the coast of Texas, Louisiana, Mississippi, Alabama, Georgia, South Carolina or North Carolina, such Mortgaged Property is insured by windstorm insurance in an amount at least equal to the lesser of (i) the outstanding principal balance of such Mortgage Loan and (ii) 100% of the full insurable value, or 100% of the replacement cost, of the improvements located on the related Mortgaged Property. To the Seller's actual knowledge, the insurer issuing each of the foregoing insurance policies is qualified to write insurance in the jurisdiction where the related Mortgaged Property is located. (23) [Reserved] (24) Whether or not a Mortgage Loan was originated by the Seller, to the Seller's knowledge, with respect to each Mortgage Loan originated by the Seller and each Mortgage Loan originated by any Person other than the Seller, as of the date of origination of the related Mortgage Loan, and, to the Seller's actual knowledge, with respect to each Mortgage Loan originated by the Seller and any prior holder of the Mortgage Loan, as of the Closing Date, there are no actions, suits, arbitrations or governmental investigations or proceedings by or before any court or other governmental authority or agency now pending against or affecting the Mortgagor under any Mortgage Loan or any of the Mortgaged Properties which, if determined against such Mortgagor or such Mortgaged Property, would materially and adversely affect the value of such Mortgaged Property, the security intended to be provided with respect to the related Mortgage Loan, or the ability of such Mortgagor and/or the current use of such Mortgaged Property to generate net cash flow to pay principal, interest and other amounts due under the related Mortgage Loan; and to the Seller's actual knowledge there are no such actions, suits or proceedings threatened against such Mortgagor. (25) Each Mortgage Loan complied at origination, in all material respects, with all of the terms, conditions and requirements of the Seller's, or if the Seller is not the originator, then, to the knowledge of the Seller, the originator's, underwriting standards applicable to such Mortgage Loan and since origination, the Mortgage Loan has been serviced in all material respects in a legal manner in conformance with the Seller's servicing standards. (26) The originator of the Mortgage Loan or the Seller has inspected or caused to be inspected each related Mortgaged Property within the 12 months prior to the Closing Date. (27) The Mortgage Loan documents require the Mortgagor to provide the holder of the Mortgage Loan with at least annual operating statements, financial statements and except for Mortgage Loans for which the related Mortgaged Property is leased to a single tenant, rent rolls. (28) All escrow deposits and payments required by the terms of each Mortgage Loan are in the possession, or under the control of the Seller, and all amounts required to be deposited by the applicable Mortgagor under the related Mortgage Loan documents have been deposited, and there are no deficiencies with regard thereto (subject to any applicable notice and cure period). All of the Seller's interest in such escrows and deposits will be conveyed by the Seller to the Purchaser hereunder. (29) No two or more Mortgage Loans representing more than 5% of the aggregate outstanding principal amount of all the mortgage loans included in the Trust Fund has the same Mortgagor or, to the Seller's knowledge, are to Mortgagors which are entities controlled by one another or under common control. (30) Each Mortgagor with respect to a Mortgage Loan with a principal balance as of the Cut-off Date in excess of $15,000,000 included in the Trust Fund is an entity whose organizational documents or related Mortgage Loan documents provide that it is, and at least so long as the Mortgage Loan is outstanding will continue to be, a Single Purpose Entity. For this purpose, "Single Purpose Entity" shall mean a Person, other than an individual, whose organizational documents or Mortgage Loan documents provide that it shall engage solely in the business of owning and operating the Mortgaged Property and which does not engage in any business unrelated to such property and the financing thereof, does not have any assets other than those related to its interest in the Mortgaged Property or the financing thereof or any indebtedness other than as permitted by the related Mortgage or the other Mortgage Loan documents, and the organizational documents of which require that it have its own separate books and records and its own accounts, in each case which are separate and apart from the books and records and accounts of any other Person. (31) The gross proceeds of each Mortgage Loan to the related Mortgagor at origination did not exceed the non-contingent principal amount of the Mortgage Loan and either: (A) such Mortgage Loan is secured by an interest in real property having a fair market value (1) at the date the Mortgage Loan was originated at least equal to 80% of the original principal balance of the Mortgage Loan or (2) at the Closing Date at least equal to 80% of the original principal balance of the Mortgage Loan on such date; provided that for purposes hereof, the fair market value of the real property interest must first be reduced by (X) the amount of any lien on the real property interest that is senior to the Mortgage Loan and (Y) a proportionate amount of any lien that is in parity with the Mortgage Loan (unless such other lien secures a Mortgage Loan that is cross-collateralized with such Mortgage Loan, in which event the computation described in clauses (1) and (2) of this paragraph (31) shall be made on a pro rata basis in accordance with the fair market values of the Mortgaged Properties securing such cross-collateralized Mortgage Loan; or (B) substantially all the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such Mortgage Loan (other than a recourse feature or other third party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If the Mortgage Loan was "significantly modified" prior to the Closing Date so as to result in a taxable exchange under Section 1001 of the Code, it either (i) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (ii) satisfies the provisions of either clause (A)(1) above (substituting the date of the last such modification for the date the Mortgage Loan was originated) or clause (A)(2), including the proviso thereto. The Mortgage Loan is a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code (but without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages). Any prepayment premium and yield maintenance charges applicable to the Mortgage Loan constitute "customary prepayment penalties" within the meaning of Treasury Regulations Section 1.860G-1(b)(2). (32) The Mortgage Loans contain a "due on sale" clause, which provides for the acceleration of the payment of the unpaid principal balance of the Mortgage Loan if, without the prior written consent of the holder of the Mortgage Loan, the property subject to the Mortgage, or any controlling interest therein, is directly or indirectly transferred or sold (except that it may provide for transfers by devise, descent or operation of law upon the death of a member, manager, general partner or shareholder of a mortgagor and that it may provide for assignments subject to the Mortgage Loan holder's approval of transferee, transfers to affiliates, transfers to family members for estate planning purposes, transfers among existing members, partners or shareholders in Mortgagor or transfers of passive interests so long as the key principals or general partner retains control). The Mortgage Loan documents contain a "due on encumbrance" clause, which provides for the acceleration of the payment of the unpaid principal balance of the Mortgage Loan if the property subject to the Mortgage or any controlling interest in the Mortgagor is further pledged or encumbered, unless the prior written consent of the holder of the Mortgage Loan is obtained (except that it may provide for assignments subject to the Mortgage Loan holder's approval of transferee, transfers to affiliates or transfers of passive interests so long as the key principals or general partner retains control). As of the Closing Date, the Seller holds no preferred equity interest in any Mortgagor and the Seller holds no mezzanine debt related to such Mortgaged Property. (33) Except with respect to the AB Mortgage Loans, each Mortgage Loan is a whole loan and not a participation interest in a mortgage loan. (34) Each Mortgage Loan containing provisions for defeasance of mortgage collateral provides that: defeasance may not occur any earlier than two years after the Closing Date; and requires or provides (A) the replacement collateral consist of U.S. "government securities," within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(i), in an amount sufficient to make all scheduled payments under the Mortgage Note when due (up to the maturity date for the related Mortgage Loan, the Anticipated Repayment Date for ARD Loans or the date on which the Mortgagor may prepay the related Mortgage Loan without payment of any prepayment penalty); (B) the loan may be assumed by a Single Purpose Entity approved by the holder of the Mortgage Loan; (C) counsel provide an opinion that the trustee has a perfected security interest in such collateral prior to any other claim or interest; and (D) such other documents and certifications as the mortgagee may reasonably require which may include, without limitation, (i) a certification that the purpose of the defeasance is to facilitate the disposition of the mortgaged real property or any other customary commercial transaction and not to be part of an arrangement to collateralize a REMIC offering with obligations that are not real estate mortgages and (ii) a certification from an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the Mortgage Note when due. Each Mortgage Loan containing provisions for defeasance provides that, in addition to any cost associated with defeasance, the related Mortgagor shall pay, as of the date the mortgage collateral is defeased, all scheduled and accrued interest and principal due as well as an amount sufficient to defease in full the Mortgage Loan. In addition, if the related Mortgage Loan permits defeasance, then the Mortgage Loan documents provide that the related Mortgagor shall (a) pay all reasonable fees associated with the defeasance of the Mortgage Loan and all other reasonable expenses associated with the defeasance, or (b) provide all opinions required under the related Mortgage Loan documents, and in the case of loans with an outstanding principal balance as of the Cut-off Date of $40,000,000 or greater, (1) an REMIC opinion and (2) rating agency letters confirming that no downgrade or qualification shall occur as a result of the defeasance. (35) In the event that a Mortgage Loan is secured by more than one Mortgaged Property, then, in connection with a release of less than all of such Mortgaged Properties, a Mortgaged Property may not be released as collateral for the related Mortgage Loan unless, in connection with such release, an amount equal to not less than 125% of the Allocated Loan Amount for such Mortgaged Property is prepaid or, in the case of a defeasance, an amount equal to 125% of the Allocated Loan Amount is defeased through the deposit of replacement collateral (as contemplated in paragraph (34) hereof) sufficient to make all scheduled payments with respect to such defeased amount, or such release is otherwise in accordance with the terms of the Mortgage Loan documents. (36) Each Mortgaged Property is owned by the related Mortgagor, except for Mortgaged Properties which are secured in whole or in a part by a Ground Lease and for out-parcels, and is used and occupied for commercial or multifamily residential purposes in accordance with applicable law. (37) Any material non-conformity with applicable zoning laws constitutes a legal non-conforming use or structure (i) which, in the event of casualty or destruction, may be restored or repaired to the full extent of the use or structure at the time of such casualty, or (ii) for which law and ordinance insurance coverage has been obtained in amounts consistent with the standards utilized by the Seller. (38) Neither the Seller nor any affiliate thereof has any obligation to make any capital contributions to the related Mortgagor under the Mortgage Loan. The Mortgage Loan was not originated for the sole purpose of financing the construction of incomplete improvements on the related Mortgaged Property. (39) No court of competent jurisdiction will determine in a final decree that fraud, with respect to the Mortgage Loans has taken place on the part of the Seller or, to the Seller's actual knowledge, on the part of any originator, in connection with the origination of such Mortgage Loan. (40) The related Mortgage or other Mortgage Loan documents provide a grace period for delinquent Monthly Payments no longer than ten (10) days from the applicable payment date. (41) The following statements are true with respect to the related Mortgaged Property: (a) the Mortgaged Property is located on or adjacent to a dedicated road or has access to an irrevocable easement permitting ingress and egress and (b) the Mortgaged Property is served by public or private utilities, water and sewer (or septic facilities) appropriate for the use in which the Mortgaged Property is currently being utilized. (42) None of the Mortgage Loan documents contain any provision that expressly excuses the related borrower from obtaining and maintaining insurance coverage for acts of terrorism and, in circumstances where terrorism insurance is not expressly required, the mortgagee is not prohibited from requesting that the related borrower maintain such insurance, in each case, to the extent such insurance coverage is generally available for like properties in such jurisdictions at commercially reasonable rates. Each Mortgaged Property is insured by an "all-risk" casualty insurance policy that does not contain an express exclusion for (or, alternatively, is covered by a separate policy that insures against property damage resulting from) acts of terrorism. (43) An appraisal of the related Mortgaged Property was conducted in connection with the origination of such Mortgage Loan, and such appraisal satisfied the guidelines in Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as in effect on the date such Mortgage Loan was originated. (44) In the case of each related Mortgaged Property that is operated as a hotel, as of the origination of the Mortgage Loan, the related Mortgagor's personal property includes all personal property that a prudent mortgage lender making a similar mortgage loan would deem reasonably necessary to operate the related Mortgaged Property as it is currently being operated. Defined Terms: The term "Allocated Loan Amount" shall mean, for each Mortgaged Property, the portion of principal of the related Mortgage Loan allocated to such Mortgaged Property for certain purposes (including determining the release prices of properties, if permitted) under such Mortgage Loan as set forth in the related loan documents. There can be no assurance, and it is unlikely, that the Allocated Loan Amounts represent the current values of individual Mortgaged Properties, the price at which an individual Mortgaged Property could be sold in the future to a willing buyer or the replacement cost of the Mortgaged Properties. The term "Anticipated Repayment Date" shall mean the date on which all or substantially all of any Excess Cash Flow is required to be applied toward prepayment of the related Mortgage Loan and on which any such Mortgage Loan begins accruing Excess Interest. The term "ARD Loan" shall have the meaning assigned thereto in the Pooling and Servicing Agreement. The term "Environmental Site Assessment" shall mean (x) a Phase I environmental report meeting the requirements of the American Society for Testing and Materials and being generally consistent with assessments of environmental hazards undertaken by the Seller for similar properties, as of the date of such assessment, and, (y) if in accordance with customary industry standards a reasonable lender would require it, a Phase II environmental report, each report in clauses (x) and (y) was prepared by an independent licensed third party professional experienced in environmental matters. The term "Excess Cash Flow" shall mean the cash flow from the Mortgaged Property securing an ARD Loan after payments of interest (at the Mortgage Interest Rate) and principal (based on the amortization schedule), and (a) required payments for the tax and insurance fund and ground lease escrows fund, (b) required payments for the monthly debt service escrows, if any, (c) payments to any other required escrow funds and (d) payment of operating expenses pursuant to the terms of an annual budget approved by the Servicer and discretionary (lender approved) capital expenditures. The term "Excess Interest" shall mean any accrued and deferred interest on an ARD Loan in accordance with the following terms. Commencing on the respective Anticipated Repayment Date each ARD Loan (pursuant to its existing terms or a unilateral option, as defined in Treasury Regulations under Section 1001 of the Code, in the Mortgage Loans exercisable during the term of the Mortgage Loan) generally will bear interest at a fixed rate (the "Revised Rate") per annum equal to the Mortgage Interest Rate plus a percentage specified in the related Mortgage Loan documents. Until the principal balance of each such Mortgage Loan has been reduced to zero (pursuant to its existing terms or a unilateral option, as defined in Treasury Regulations under Section 1001 of the Code, in the Mortgage Loans exercisable during the term of the Mortgage Loan), such Mortgage Loan will only be required to pay interest at the Mortgage Interest Rate and the interest accrued at the excess of the related Revised Rate over the related Mortgage Interest Rate will be deferred (such accrued and deferred interest and interest thereon, if any, is "Excess Interest"). The term "in reliance on" shall mean that: (a) the Seller has examined and relied in whole or in part upon one or more of the specified documents or other information in connection with a given representation or warranty; (b) that the information contained in such document or otherwise obtained by the Seller appears on its face to be consistent in all material respects with the substance of such representation or warranty; (c) the Seller's reliance on such document or other information is consistent with the standard of care exercised by prudent lending institutions originating commercial mortgage loans; and (d) although the Seller is under no obligation to verify independently the information contained in any document specified as being relied upon by it, the Seller believes the information contained therein to be true, accurate and complete in all material respects and has no actual knowledge of any facts or circumstances which would render reliance thereon unjustified without further inquiry. The term "Mortgage Interest Rate" shall mean the fixed rate of interest per annum that each Mortgage Loan bears as of the Cut-off Date. The term "Permitted Encumbrances" shall mean: (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet delinquent or accruing interest or penalties; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record acceptable to mortgage lending institutions generally and referred to in the related mortgagee's title insurance policy; (c) other matters to which like properties are commonly subject, and (d) the rights of tenants, as tenants only, whether under ground leases or space leases at the Mortgaged Property. which together do not materially and adversely affect the related Mortgagor's ability to timely make payments on the related Mortgage Loan, which do not materially interfere with the benefits of the security intended to be provided by the related Mortgage or the use, for the use currently being made, the operation as currently being operated, enjoyment, value or marketability of such Mortgaged Property, provided, however, that, for the avoidance of doubt, Permitted Encumbrances shall exclude all pari passu, second, junior and subordinated mortgages but shall not exclude mortgages that secure Mortgage Loans that are cross-collateralized with other Mortgage Loans. Other. For purposes of these representations and warranties, the term "to the Seller's knowledge" shall mean that no officer, employee or agent of the Seller responsible for the underwriting, origination or sale of the Mortgage Loans or of any servicer responsible for servicing the Mortgage Loan on behalf of the Seller, believes that a given representation or warranty is not true or inaccurate based upon the Seller's reasonable inquiry and during the course of such inquiry, no such officer, employee or agent of the Seller has obtained any actual knowledge of any facts or circumstances that would cause such person to believe that such representation or warranty was inaccurate. Furthermore, all information contained in documents which are part of or required to be part of a Mortgage File shall be deemed to be within the Seller's knowledge. For purposes of these representations and warranties, the term "to the Seller's actual knowledge" shall mean that an officer, employee or agent of the Seller responsible for the underwriting, origination and sale of the Mortgage Loans does not actually know of any facts or circumstances that would cause such person to believe that such representation or warranty was inaccurate. SCHEDULE I MORTGAGE LOANS FOR WHICH A LENDER'S ENVIRONMENTAL POLICY WAS OBTAINED IN LIEU OF AN ENVIRONMENTAL SITE ASSESSMENT NONE SCHEDULE II MORTGAGED PROPERTY FOR WHICH ENVIRONMENTAL INSURANCE IS MAINTAINED Loan No. 74 (Vinebrook) EXHIBIT C EXCEPTIONS Rep. # 6. Loan No. 37 (Brinton Portfolio) - The Mortgaged Property also secures indebtedness in the amount of $1,147,500 (the "Brinton Portfolio B Note"), which Brinton Portfolio B Note was sold as of the closing date of the Mortgage Loan to CBA-Mezzanine Capital, LLC or an affiliate thereof. The Brinton Portfolio B Note is secured by the Mortgage, and is subordinate to the Mortgage Loan being sold hereby pursuant to an Intercreditor Agreement, a copy of which is included in the Mortgage File. A failure to make a payment due under the Brinton Portfolio B Note constitutes a default under this Mortgage Loan. Loan No. 126 (Donato Corporate Park #1) - The Mortgaged Property also secures indebtedness in the amount of $300,000 (the "Donato B Note"), which Donato B Note was sold as of the closing date of the Mortgage Loan to CBA-Mezzanine Capital, LLC or an affiliate thereof. The Donato B Note is secured by the Mortgage, and is subordinate to the Mortgage Loan being sold hereby pursuant to an Intercreditor Agreement, a copy of which is included in the Mortgage File. A failure to make a payment due under the Donato B Note constitutes a default under this Mortgage Loan. Loan No. 136 (Marlton Square Shopping Center) - The Mortgaged Property also secures indebtedness in the amount of $325,000 (the "Marlton Square B Note"), which Marlton Square B Note was sold as of the closing date of the Mortgage Loan to CBA-Mezzanine Capital, LLC or an affiliate thereof. The Marlton Square B Note is secured by the Mortgage, and is subordinate to the Mortgage Loan being sold hereby pursuant to an Intercreditor Agreement, a copy of which is included in the Mortgage File. A failure to make a payment due under the Marlton Square B Note constitutes a default under this Mortgage Loan. Loan No. 71 (Pheasant Run) - The Mortgaged Property also secures indebtedness in the amount of $700,000 (the "Pheasant Run B Note"), which Pheasant Run B Note was sold as of the closing date of the Mortgage Loan to CBA-Mezzanine Capital, LLC or an affiliate thereof. The Pheasant Run B Note is secured by the Mortgage, and is subordinate to the Mortgage Loan being sold hereby pursuant to an Intercreditor Agreement, a copy of which is included in the Mortgage File. A failure to make a payment due under the Pheasant Run B Note constitutes a default under this Mortgage Loan. Loan No. 47 (Metro Corporate Center) - The Mortgaged Property also secures indebtedness in the amount of $4,000,000 (the "Metro B Note"), which Metro B Note is held by Gramercy Warehouse Funding I LLC. The Metro B Note is secured by the Mortgage, and is subordinate to the Mortgage Loan being sold hereby pursuant to an Intercreditor Agreement, a copy of which is included in the Mortgage File. A failure to make a payment due under the Metro B Note constitutes a default under this Mortgage Loan. 7. Loan No. 156 (Frazier Place) - The Mortgagor owns all or a portion of a leasehold estate in the Mortgaged Property. One or more of (x) the Mortgagor and (y) a person other than the Mortgagor own, collectively, 100% of the fee estate in the Mortgaged Property, and 100% of the fee interest in the Mortgaged Property is encumbered by the Mortgage Loan Nos. 99 and 130 (The Summit Building and Tristate Plaza) - The following applies to each of these Mortgage Loans: Because the Mortgage Loan is structured for tax purposes with an indemnity deed of trust ("IDOT"), the guarantor of the related Mortgage Note (instead of the related Mortgagor) is the owner of the related Mortgaged Property and the related Mortgage encumbers such guarantor's fee interest in the related Mortgaged Property. 8. Loan Nos. 37, 126, 136, 71 and 47 (Brinton Portfolio, Donato Corporate Park #1, Marlton Square Shopping Center, Pheasant Run and Metro Corporate Center) - See exceptions to Representation #6 above. 10(a). Loan No. 74 (Vinebrook Plaza) -no individual or entity other than the Mortgagor is liable for any breach of the environmental covenants contained in the Mortgage Loan documents; however, the Mortgagor is required, pursuant to the Mortgage Loan documents, to maintain a pollution legal liability insurance policy with respect to the Mortgaged Property, naming the holder of the Mortgage Loan as an additional insured, in an amount not less than $5,000,000.00 per occurrence and $5,000,000.00 in the aggregate. 10(d) Loan No. 38 (Cadillac Tower) The City of Detroit is a tenant at the related Mortgaged Property, under a lease for approximately 171,083 square feet that, as of the origination of this Mortgage Loan, was to have expired on March 31, 2007. The Mortgagor established a reserve of $3 million (in the form of a letter of credit), which, pursuant to the related Mortgage, was to be held until such time as certain conditions more fully set forth in the Mortgage were satisfied, including, without limitation, that the Mortgagor renewed or extended the lease with the City of Detroit for a specified duration and at a specified rental rate, and otherwise on terms and conditions substantially similar to those in the existing lease with such tenant, pursuant to a lease approved by the holder of the Mortgage (which approval could not unreasonably be withheld); upon the Mortgagor entering into such an approved lease, the Mortgage provided conditions for the disbursement of this reserve (or reduction in and/or termination of the letter of credit). Following the origination of this Mortgage Loan, the Mortgagor delivered a draft lease for review by the mortgage loan seller; the mortgage loan seller notified the Mortgagor that the lease, as drafted, would not meet the requirements of the Mortgage for return of the $3 million letter of credit (and, further, notified the Mortgagor of the changes required so that the draft lease would meet those requirements). Subsequently, the related Mortgagor entered into the lease on substantially the terms presented for review by the holder of the Mortgage, but without incorporating the changes that had been provided; a copy of the executed lease and mortgage loan seller's comments thereto have been included in the related Mortgage Loan file. The effectiveness of the lease extension is conditioned upon the approval (by resolution) of Detroit's City Council, which resolution has not been passed at this time. The Mortgagor has requested that the entire $3 million letter of credit be released notwithstanding the failure to satisfy the requirements of the Mortgage, and the mortgage loan seller has given notice that the letter of credit would not be released because the conditions were not satisfied. Nonetheless, the Mortgagor and related mortgage loan seller have engaged in discussions that would, among other things, allow (i) a portion of the $3 million letter of credit to be released to pay certain brokerage commissions in connection with the lease renewal, (ii) for an approximately $250,000 reduction in the letter of credit and (iii) provide for the balance of the reserve to be released during the term of such lease upon the satisfaction of certain conditions; the mortgage loan seller and the Mortgagor have not reached an agreement on these matters as of the transfer of the Mortgage Loan to the Trust. 12. Loan No. 90 (Labcorp Building) - a de minimis portion of the unimproved land at the Mortgaged Property may be released from the lien of the Mortgage for conveyance to the local government as part of a road improvement project. 14(a). Loan No. 189 (Panda and Souplantation) - The Mortgaged Property is comprised of two stand alone buildings (each leased to a separate tenant). Each of such tenants is responsible under their respective leases for building their own improvements and all of the Mortgagor's construction obligations are complete under such leases. The construction of the Souplantation building is not yet complete as of the Closing Date; however, the tenant under the lease for such building has commenced paying rent under its lease. 16. Loan No. 189 (Panda and Souplantation) - The Souplantation building is under construction and a certificate of occupancy has not yet been issued for the building; however, the sole tenant at such building has commenced paying rent and is obligated under its lease to obtain the certificate of occupancy. Loan No. 37 (Brinton Portfolio) - the Courtside property requires the construction of a clubhouse as a condition to the local government's zoning/site plan approval. As of the closing of the Mortgage Loan, this had not been completed. An escrow of $250,000 (which was determined by the Seller to exceed the cost of construction) has been established with Far West Bank, under an agreement that provides, inter alia, that (a) the Mortgage Loan holder's approval is required for each disbursement, and (b) upon an event of default under the Mortgage Loan, the proceeds of the escrow are paid over to the holder of the Mortgage Loan. The failure to build the clubhouse at this time is a non-conformity. Loan No. 75 (155 Canal Street) - At the closing of the Mortgage Loan, a valid temporary certificate of occupancy was in effect covering only the cellar and the first floor of the existing building at the Mortgaged Property, which such temporary certificate of occupancy expires on April 18, 2006. Pursuant to the related Mortgage Loan documents, the related Mortgagor is obligated to pursue, at its sole cost and expense, the issuance of an unconditional permanent certificate of occupancy covering the entire Mortgaged Property. The related Mortgage loan is fully recourse to Alexander F. Chu and Irene Chu, the sponsors of the related Mortgage Loan, until such time as the related Mortgagor obtains an unconditional permanent certificate of occupancy covering the entire Mortgaged Property. 17. Loan No. 16 (510 5th Avenue) - The airspace above the Mortgagor's building at the Mortgaged Property (the "Airspace") and the development rights appurtenant to such Airspace (the "Excess Development Rights") have been retained by Chase Bank (a tenant at the Mortgaged Property). Until such time as the Excess Development Rights and Airspace have been separated from the tax parcel of which the Mortgaged Property forms the other part, and the Mortgaged Property comprises its own separate tax parcel, Mortgagor's impound account deposits under the Mortgage Loan documents shall cover taxes for the Excess Development Rights and Airspace also. Upon the Mortgage Loan holder's request, Mortgagor shall complete all necessary steps for subdivision of the Mortgaged Property from the Excess Development Rights and Airspace, and shall obtain all required approvals, to obtain a final separate tax lot for the Mortgaged Property. Upon request by the Mortgage Loan holder, Mortgagor shall diligently take all steps to obtain the final separate tax lot designation for the Mortgaged Property and shall indemnify the Mortgage Loan holder against any and all consequences of Mortgagor's not obtaining such separate tax lot designation. Loan Nos. 189, 108 and 112 (Panda and Souplantation, Staples and Petsmart and Babies R Us and Pier 1) - Prior to the closing of these Mortgage Loans, the related Mortgaged Properties were all located in a common tax lot. Each of these Mortgaged Properties has been legally subdivided; however, separate tax assessments have not yet been issued by the municipality. The related Mortgagors have entered into a tax allocation agreement to be effective until separate tax bills are issued. Loan No. 115 (Marsh Supermarkets) - as of closing of the Mortgage Loan, the Mortgaged Property was not a separate tax lot. Mortgagor has deposited an escrow of $58,478.15 with the holder of the Mortgage Loan and such escrow shall not be released to Mortgagor until the Mortgaged Property constitutes a separate tax lot. The Mortgagor has covenanted in the Mortgage Loan documents to cause the Mortgaged Property to constitute a separate tax lot prior to the date upon which taxes next become due with respect to the Mortgaged Property. Loan No. 146 (Sycamore Springs MHC) - At the closing of the Mortgage Loan, the Mortgaged Property consisted of two (2) tax parcels, one of which covers property other than the Mortgage Property. The Seller has been verbally advised by a representative of the tax assessors office in the municipality in which the Mortgaged Property is located that effective January 1, 2006, or as soon thereafter as the tax assessor assesses the Mortgaged Property for the 2006 assessments, the Mortgaged Property shall automatically convert to one (1) tax lot without any further action taking place, and no portion of such tax lot will cover property other than the Mortgaged Property, and no portion of the Mortgaged Property will lie in another tax lot. Until such time as the Mortgaged Property is assessed as a separate tax lot, the Mortgagor is required under the Mortgage, with respect to each of the tax lots in which the Mortgaged Property is located, to make escrow deposits for taxes for the entire tax lot. Loan No. 154 (Eckerd - New Bern) - as of closing of the Mortgage Loan, the Mortgaged Property was not a separate tax lot. Until such time as the Mortgaged Property is assessed as a separate tax lot, the Mortgagor is required under the Mortgage, with respect to each of the tax lots in which the Mortgaged property is located, to make escrow deposits for taxes for the entire tax lot. Loan No. 122 (2007 Beech Grove Place) - As of the closing of the Mortgage Loan, the Mortgaged Property was not a separate tax lot and included property other than the Mortgaged Property. The Seller has been verbally advised by a representative of the tax assessor's office in the municipality in which the Mortgaged Property is located that effective January 1, 2007, or as soon thereafter as the tax assessor assesses the Mortgaged Property for the 2007/2008 fiscal year assessments, the Mortgaged Property shall be assigned a separate tax parcel identification number and be separately assessed as a single tax parcel, with no further action, and no portion of such tax lot will cover property other than the Mortgaged Property, and no portion of the Mortgaged Property will lie in another tax lot. Until such time as the Mortgaged Property is assessed as a separate tax lot, the Mortgagor is required under the Mortgage to make escrow deposits for taxes for the entire tax lot. 19(b). Loan No. 90 (Labcorp Building) - See exception to Representation #12 above. 20(c). Loan No. 96 (101-01 Foster Avenue) - The holder of the Mortgage can become holder of Ground Lease by foreclosure of the Mortgage or assignment in lieu of foreclosure without the ground lessor's consent, but subsequent assignments of the Ground Lease are subject to the consent of the ground lessor (which is The City of New York), not to be unreasonably withheld. 22. Loan No. 18 (San Antonio Marriot Northwest) - $100,000 deductibles are permitted for all coverages. In addition, for so long as Columbia Sussex Corporation is in control of the Mortgagor, the Mortgagor may have deductibles or self-insured retention of up to $1,000,000 provided that the Mortgagor and an affiliate of Mortgagor shall remain liable to the holder of the Mortgage Loan for any shortfall between the amount actually paid under any such policies and the amount that would have been paid if the deductibles were $100,000. Loan No. 112 (Babies R Us and Pier 1) - The Mortgagor is not required to maintain business interruption insurance with respect to the building leased to Toys R Us; however, the Mortgagor and a principal of the Mortgagor have recourse liability for any loss incurred by Lender in the event that such tenant receives a rental abatement or terminates its lease due to a casualty at such building and same is not covered by business interruption insurance. As of the closing date of the Mortgage Loan and as of the Closing Date, business interruption insurance was in effect with respect to the building leased to Toys R Us. Loan No. 189 (Panda and Souplantation) - The Mortgagor is not required to maintain business interruption insurance with respect to the Mortgaged Property; however, the Mortgagor and a principal of the Mortgagor have recourse liability for any loss incurred by Lender in the event that any tenant receives a rental abatement or terminates its lease due to a casualty at the Mortgaged Property and same is not covered by business interruption insurance. As of the closing date of the Mortgage Loan and as of the Closing Date, business interruption insurance was not in effect with respect to the Mortgaged Property. Loan No. 143 (Royal Palm Towers) - The property insurance in effect as of the closing date of the Mortgage Loan provided for 80% coinsurance without an agreed amount endorsement; however, such property insurance policy provides for $8,250,000 of insurance coverage and the insurable value of the property thereunder is approximately $7,900,000 (accordingly, the co-insurance provisions of such policy will not be triggered under these circumstances). Loan Nos. 94 and 169 (205 Chubb Avenue and 165 Chubb Avenue) - The following applies to each of these Mortgage Loans: The insurers which issued the general liability insurance and excess liability insurance coverages in effect with respect to the Mortgaged Property do not guarantee notice of cancellation to the mortgagee; however, each such insurer has agreed that it will endeavor to provide the mortgagee with 30 days written notice if any such policy which it issued should be cancelled before the expiration date thereof. 24. Loan No. 134 (City Line Apartments) - An affiliate of the Mortgagor (AIMCO Equity Services, Inc.) was named in a lawsuit by the Commonwealth of Virginia alleging failure to maintain the gas distribution system on the Mortgaged Property in accordance with Virginia regulations (up to the standard of a utility company). The Mortgagor has informed the Seller that it has retained counsel to represent it, and is defending the action based on the Mortgagor's belief that it does not operate a "master meter system" that requires it to maintain the system to the standards imposed on a local utility company. Pursuant to the Mortgage Loan documents, a principal of the Mortgagor has agreed to indemnify the holder of the Mortgage Loan against any loss or damage resulting from such lawsuit. 30. Loan Nos. 37 and 47 (Brinton Portfolio and Metro Corporate Center) - See exceptions to Representation #6 above. 32. Loan Nos. 37, 126, 136, 71 and 47 (Brinton Portfolio, Donato Corporate Park #1, Marlton Square Shopping Center, Pheasant Run and Metro Corporate Center) - See exceptions to Representation #6 above. Loan Nos. 46, 73, 93, 98, 193, 115 and 169 (Ohio Multifamily Portfolio, Plaza Apartments, Chartre Portfolio, Forest Hills, Benchmark, Marsh Supermarkets and 165 Chubb Avenue) - The following applies to each of these Mortgage Loans: Holders of direct or indirect equity interests in the Mortgagor have pledged their direct or indirect interests in the Mortgagor to secure a mezzanine loan (a "Mezzanine Loan"). In connection with such Mezzanine Loan, the Seller and the mezzanine lender entered into an intercreditor agreement, a copy of which is included in the related Mortgage File. The following applies to each of the Mortgage Loans listed below: The related Mortgage provides that direct or indirect equity interests in the related Mortgagor may be pledged as security for indebtedness of the owners of direct or indirect equity interests in the related Mortgagor, under certain conditions more fully set forth in the related Mortgage (including, without limitation, limits on the maximum aggregate loan-to-value ratio (inclusive of both the Mortgage Loan and such mezzanine indebtedness) and the minimum debt service coverage ratio (inclusive of both the Mortgage Loan and such mezzanine indebtedness) and the requirement of an intercreditor agreement satisfactory to the holder of the Mortgage Loan). a. Loan No 22 - Deloitte Building b. Loan No 160 - Majestic Portfolio c. Loan No 182 - 308 E. 209th Street d. Loan No 186 - 754 Manida Street e. Loan No 180 - 725 Southern Boulevard f. Loan No 198 - 1935 Bergen Street g. Loan No 81 - Beechmont Retail h. Loan No 72 - Binz Law Center i. Loan No 137 - Westside Plaza j. Loan No 195 - 3035 Wallace Avenue k. Loan No 47 - Metro Corporate Center (i) Loan No. 28 (Metokote U.S. Portfolio) - The Mortgage Loan Documents provide that the sale or transfer of stock or interest in (or any mergers between) the following affiliates of Mortgagor: (i) Corporate Property Associates 14 Incorporated, (ii) Corporate Property Associates 15 Incorporated, (iii) Corporate Property Associates 12 Incorporated, (iv) Corporate Property Associates 16-Global Incorporated, (v) W.P. Carey & Co. LLC, (vi) any entity which is controlled, as of the date of such sale or transfer of stock or interest or merger, pursuant to an advisory agreement, by W.P. Carey & Co. LLC or Carey Asset Management Corp. (so long as Carey Asset Management Corp. is a wholly owned subsidiary of W.P. Carey & Co. LLC) (each of the entities in the foregoing clauses (i) through (vi) are hereinafter referred to as a member of the "Carey Group") or (vii) any wholly owned subsidiary of a member of the Carey Group (a "Carey Member Subsidiary"), shall not require the consent of the holder of the Mortgage Loan so long as the applicable company whose stock or interest is being sold or transferred (or (x) the surviving entity in the case of a merger among members of the Carey Group or (y) the parent of the surviving entity in the case of a merger between a Carey Member Subsidiary and a member of the Carey Group if the surviving entity is the Carey Member Subsidiary) is required to file, with respect to the equity interests of such company, periodic reports with the Securities and Exchange Commission under Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended. Loan No. 171 (Northwest Crossing Shopping Center) - The Mortgage Loan documents provide that if the Mortgagor (or any general partner or managing member of the Mortgagor) is a Publicly-Held Corporation (as defined below), any direct or indirect transfer of stock in such corporation, or the issuance of new stock in such corporation is permitted without the prior consent of the holder of the Mortgage Loan. As used therein, the term "Publicly-Held Corporation" means a corporation the outstanding voting stock of which is registered under (i) Section 12(b) or 12(g) of the Securities and Exchange Act of 1934, as amended; or (ii) with the Toronto or any other recognized publicly-traded Canadian Stock Exchange. Loan Nos. 66 and 164 (Allendale Shopping Center and McArdle Building ) - The following applies to each of these Mortgage Loans: The Mortgage Loan documents permit a change of control of the Mortgagor, in the event that none of the original Principals are alive and competent, to certain relatives who were pre-approved by the holder of the Mortgage Loan and defined in the Mortgage as "Approved Control Parties." The original Principals whom the holder of the Mortgage Loan approved to control the Borrower are Philip Pilevsky, Meir Levy and Shaul Levy. Loan No. 45 (Suncom Center) - As of the date hereof, the Mortgagor is controlled (directly or indirectly) by Edwin Llwyd Ecclestone, Jr. Pursuant to the Mortgage Loan documents, the Mortgage Loan holder's consent is not required for (i) the transfer of shares in Lakeview Operating Company, the managing member of Lakeview, LLC, which is the sole member of the Mortgagor, to certain children of Edwin Llwyd Ecclestone, Jr. identified in the Mortgage Loan documents and/or (ii) the transfer of up to 99% of the shares in Lakeview, LLC to Ecclestone, Jr. Dynasty Trust, which may effect a change of control of the Mortgagor. 35. Loan No. 28 (Metokote - US Portfolio) - Substitution of an individual property with a replacement property is permitted upon the terms and conditions set forth in Exhibit A to the Mortgage Note, including, without limitation, the requirements that (x) the net operating income and debt service coverage ratio for the replacement property for the 12 month period immediately preceding the substitution must be equal to or greater than 110% of the net operating income and debt service coverage ratio for the released property for the 12 month period immediately preceding the substitution and (y) the appraised value of the replacement property must be equal to or greater than 110% of the greater of (i) the appraised value of the released property on the closing date of the Mortgage Loan and (ii) the appraised value of the released property on the date of substitution. 37. Loan No. 37 (Brinton Portfolio) - See exception to Representation #16 above. 42. Loan No. 16 (510 Fifth Avenue) - The Mortgage Loan documents provide that terrorism insurance shall be limited so that if such coverage becomes unavailable at commercially reasonable rates the Mortgagor shall be required to purchase such terrorism insurance coverage as can be obtained for an amount equal to 200% of the greater of (I) the premiums for the "all risk" insurance coverages required under Section 1.4 of the Mortgage prior to the change in the terms of such coverage, and (II) the premium for the "all risk" insurance coverages (excluding terrorism insurance) required under Section 1.4 of the Mortgage after giving effect to such change in the terms of coverage. Loan No. 18 (San Antonio Marriot Northwest) - The Mortgage Loan documents provide that in the event that terrorism insurance rates rise significantly or such coverage is not available with an all-risk policy, then the cost of the annual premium associated with terrorism insurance that the Mortgagor shall be required to incur shall be limited to 200% of the cost of the then current premium for all-risk casualty insurance without terrorism coverage. Loan No. 45 (Suncom Center) - The Mortgage Loan documents provide that in the event that terrorism insurance rates rise significantly or such coverage is not available with an all-risk policy, the holder of the Mortgage Loan shall not require that Mortgagor expend more than $40,000 for the annual premium associated with terrorism insurance. Loan No. 74 (Vinebrook Plaza) - The Mortgage Loan documents provide that with respect to terrorism insurance: (1) terrorism insurance shall be required on the date of the funding of the Mortgage Loan; (2) during the term of the Mortgage Loan, the holder of the Mortgage Loan shall review the requirement for terrorism insurance on an annual basis and such coverage shall be required by the holder of the Mortgage Loan if it determines that such terrorism coverage (in scope and amount) is customarily maintained by owners of property types similar to the Mortgaged Property (in terms of asset class, location, size, etc.). The holder of the Mortgage Loan shall consider the cost of terrorism coverage in determining the amount of coverage. Terrorism coverage may be waived by the holder of the Mortgage Loan if it determines that such coverage is unavailable in the insurance marketplace. Loan No. 112 (Babies R Us and Pier 1) - The Mortgagor is not required to maintain terrorism insurance with respect to the building leased to Toys R Us; however, the Mortgagor and principal of the Mortgagor have recourse liability for any loss resulting from mortgagee's agreement not to require terrorism insurance for such building. As of the closing date of the Mortgage Loan and as of the Closing Date, terrorism insurance was in effect with respect to the building leased to Toys R Us. Loan No. 189 (Panda and Souplantation) - The Mortgagor is not required to maintain terrorism insurance with respect to the Mortgaged Property; however, the Mortgagor and principal of the Mortgagor have recourse liability for any loss resulting from mortgagee's agreement not to require terrorism insurance for the Mortgaged Property. As of the closing date of the Mortgage Loan and as of the Closing Date, terrorism insurance was not in effect with respect to the Mortgaged Property. Loan No: 94 and 169 (205 Chubb Avenue and 165 Chubb Avenue) - The Mortgage Loan documents obligate the Mortgagor to maintain terrorism insurance. However, the Mortgagor is not obligated to incur a cost for any such terrorism insurance that is in excess of two (2) times the cost of the "all-risk" insurance required under the Mortgage Loan documents for the annual policy period. Loan No. 137 (Westside Plaza) - As of the closing date of the Mortgage Loan and as of the Closing Date, the property insurance coverage in effect with respect to the portion of the Mortgaged Property operated as a Denny's restaurant excludes coverage for acts of terrorism and same is not required under the Mortgage Loan documents. Denny's occupies approximately 3% of the renatable space at the Mortgaged Property. EXHIBIT D FORM OF OFFICER'S CERTIFICATE I, [______], a duly appointed, qualified and acting [______] of [___________], a [________] [______] (the "Company"), hereby certify as follows: 1. I have examined the Mortgage Loan Purchase Agreement, dated as of March 16, 2006 (the "Agreement"), between the Company and 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 February 17, 2006, as supplemented by the Prospectus Supplement, dated March 3, 2006 (collectively, the "Prospectus"), relating to the offering of the Class A-1, Class A-2, Class A-3B, Class A-4, Class A-SB, Class A-1A, Class A-M, Class A-J, Class X-2, Class B, Class C and Class D Certificates, the Private Placement Memorandum, dated March 3, 2006 (the "Privately Offered Certificate Private Placement Memorandum"), relating to the offering of the Class X-1, Class A-3A, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P and Class NR Certificates, and the Residual Private Placement Memorandum, dated March 3, 2006 (together with the Privately Offered Certificate Private Placement Memorandum, the "Private Placement Memoranda"), relating to the offering of the Class R and Class LR Certificates, and nothing has come to my attention that would lead me to believe that any Free Writing Prospectus, including any diskette attached thereto, when read in conjunction with the other Time of Sale Information, as of the Time of Sale (as defined in the Indemnification Agreement) or as of the date hereof, the Prospectus, as of the date of the Prospectus Supplement or as of the date hereof, or the Private Placement Memoranda, as of the date of the Private Placement Memoranda or as of the date hereof, included or includes any untrue statement of a material fact relating to the Mortgage Loans or in the case of any Free Writing Prospectus, when read in conjunction with the other Time of Sale Information, omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading. Capitalized terms used herein without definition have the meanings given them in the Agreement. IN WITNESS WHEREOF, I have signed my name this __ day of ______ 2006. By:_____________________________ Name: Title: