Mortgage Loan Purchase Agreement between J.P. Morgan Chase Commercial Mortgage Securities Corp. and JPMorgan Chase Bank, N.A. (2006)

Contract Categories: Business Finance › Purchase Agreements
Summary

This agreement, dated September 21, 2006, is between J.P. Morgan Chase Commercial Mortgage Securities Corp. (purchaser) and JPMorgan Chase Bank, N.A. (seller). It covers the sale of over $1.3 billion in fixed-rate mortgage loans from the seller to the purchaser. The seller transfers all rights and interests in the listed mortgage loans, and the purchaser pays the agreed price. The agreement outlines the transfer of documents, handling of payments, and responsibilities for costs. The transaction is part of a larger securitization process involving the issuance of certificates to investors.

Read More Arrow
EX-10.1 4 jp5599277-ex10_1.txt MORTGAGE LOAN PURCHASE AGREEMENT EXHIBIT 10.1 J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., PURCHASER, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of September 21, 2006 $1,342,276,509 Fixed Rate Mortgage Loans Series 2006-CIBC16 This Mortgage Loan Purchase Agreement (this "Agreement"), dated as of September 21, 2006, is between J.P. Morgan Chase Commercial Mortgage Securities Corp., as purchaser (the "Purchaser"), and JPMorgan Chase Bank, National Association, as seller ("JPMorgan" or the "Seller"). Capitalized terms used in this Agreement not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement dated as of September 21, 2006 (the "Pooling and Servicing Agreement") among the Purchaser, as depositor (the "Depositor"), Capmark Finance Inc., as master servicer ("Master Servicer"), Midland Loan Services, Inc., as special servicer ("Special Servicer") and Wells Fargo Bank, N.A., as trustee (in such capacity, the "Trustee") and as paying agent (in such capacity, the "Paying Agent"), pursuant to which the Purchaser will sell the Mortgage Loans (as defined herein) to a trust fund and certificates representing ownership interests in the Mortgage Loans will be issued by the trust fund. For purposes of this Agreement, the term "Mortgage Loans" refers to the mortgage loans listed on Exhibit A and the term "Mortgaged Properties" refers to the properties securing such Mortgage Loans. The Purchaser and the Seller wish to prescribe the manner of sale of the Mortgage Loans from the Seller to the Purchaser and in consideration of the premises and the mutual agreements hereinafter set forth, agree as follows: SECTION 1. Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, all of its right, title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain Servicing Rights Purchase and Sale Agreement, dated as of September 1, 2006, between the Master Servicer and the Seller) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-off Date). Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Mortgage and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee and the ownership of records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(a) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Seller's records will accurately reflect the sale of each Mortgage Loan to the Purchaser. The Depositor will sell the Class A-1, Class A-2, Class A-3FL, Class A-3B, Class A-4, Class A-SB, Class A-1A, Class A-M, Class A-J, Class X-1, Class X-2, Class B, Class C and Class D Certificates (the "Offered Certificates") to the underwriters specified in the underwriting agreement dated September 14, 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") and Wachovia Capital Markets, LLC (together with JPMSI, and CIBCWMC, the "Underwriters"), and the Depositor will sell the Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P and Class NR Certificates (the "Private Certificates") to JPMSI, as the initial purchaser (together with the Underwriters, the "Dealers") specified in the certificate purchase agreement, dated September 14, 2006 (the "Certificate Purchase Agreement"), between the Depositor and JPMSI. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay to the Seller or at the Seller's direction $1,389,172,723 (which amount is inclusive of accrued interest) in immediately available funds minus the costs set forth in Section 9 hereof. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. SECTION 2. Books and Records; Certain Funds Received After the Cut-off Date. From and after the sale of the Mortgage Loans to the Purchaser, record title to each Mortgage and the related Mortgage Note shall be transferred to the Trustee in accordance with this Agreement. Any funds due after the Cut-off Date in connection with a Mortgage Loan received by the Seller shall be held in trust for the benefit of the Trustee as the owner of such Mortgage Loan and shall be transferred promptly to the Trustee. All scheduled payments of principal and interest due on or before the Cut-off Date but collected after the Cut-off Date, and recoveries of principal and interest collected on or before the Cut-off Date (only in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date and principal prepayments thereon), shall belong to, and shall be promptly remitted to, the Seller. The transfer of each Mortgage Loan shall be reflected on the Seller's balance sheets and other financial statements as a sale of the Mortgage Loans by the Seller to the Purchaser. The Seller intends to treat the transfer of each Mortgage Loan to the Purchaser as a sale for tax purposes. The transfer of each Mortgage Loan shall be reflected on the Purchaser's balance sheets and other financial statements as the purchase of the Mortgage Loans by the Purchaser from the Seller. The Purchaser intends to treat the transfer of each Mortgage Loan from the Seller as a purchase for tax purposes. SECTION 3. Delivery of Mortgage Loan Documents; Additional Costs and Expenses. (a) The Purchaser hereby directs the Seller, and the Seller hereby agrees, upon the transfer of the Mortgage Loans contemplated herein, to deliver on the Closing Date to the Trustee or a Custodian appointed thereby, all documents, instruments and agreements required to be delivered by the Purchaser to the Trustee with respect to the Mortgage Loans under Sections 2.01(b) and (c) of the Pooling and Servicing Agreement, and meeting all the requirements of such Sections 2.01(b) and (c), and such other documents, instruments and agreements as the Purchaser or the Trustee shall reasonably request and which are in the Seller's possession or under the Seller's control. In addition, the Seller agrees to deliver or cause to be delivered to the Master Servicer, the Servicing File for each Mortgage Loan transferred pursuant to this Agreement; provided that the Seller shall not be required to deliver any draft documents, privileged or internal communications or credit underwriting or due diligence analyses or data. (b) With respect to the transfer described in Section 1 hereof, if the Mortgage Loan documents do not require the related Mortgagor to pay any costs and expenses relating to any modifications to a related letter of credit which modifications are required to effectuate such transfer (the "Transfer Modification Costs"), then the Seller shall pay the Transfer Modification Costs required to transfer the letter of credit to the Purchaser as described in such Section 1; provided that if the Mortgage Loan documents require the related Mortgagor to pay any Transfer Modification Costs, such Transfer Modification Costs shall be an expense of the Mortgagor unless such Mortgagor fails to pay such Transfer Modification Costs after the Master Servicer, consistent with its obligations under the Pooling and Servicing Agreement, has exercised reasonable efforts to collect such Transfer Modification Costs from such Mortgagor, in which case the Master Servicer shall give the Seller notice of such failure and the Seller shall pay such Transfer Modification Costs. SECTION 4. Treatment as a Security Agreement. The Seller, concurrently with the execution and delivery hereof, has conveyed to the Purchaser, all of its right, title and interest in and to the Mortgage Loans. The parties intend that such conveyance of the Seller's right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute a purchase and sale and not a loan. If such conveyance is deemed to be a pledge and not a sale, then the parties also intend and agree that the Seller shall be deemed to have granted, and in such event does hereby grant, to the Purchaser, a first priority security interest in all of its right, title and interest in, to and under the Mortgage Loans, all payments of principal or interest on such Mortgage Loans due after the Cut-off Date, all other payments made in respect of such Mortgage Loans after the Cut-off Date (except to the extent such payments were due on or before the Cut-off Date) and all proceeds thereof and that this Agreement shall constitute a security agreement under applicable law. If such conveyance is deemed to be a pledge and not a sale, the Seller consents to the Purchaser hypothecating and transferring such security interest in favor of the Trustee and transferring the obligation secured thereby to the Trustee. SECTION 5. Covenants of the Seller. The Seller covenants with the Purchaser as follows: (a) it shall record or cause a third party to record in the appropriate public recording office for real property the intermediate assignments of the Mortgage Loans and the Assignments of Mortgage from the Seller to the Trustee in connection with the Pooling and Servicing Agreement. All recording fees relating to the initial recordation of such intermediate assignments and Assignments of Mortgage shall be paid by the Seller; (b) it shall take any action reasonably required by the Purchaser, the Trustee or the Master Servicer, in order to assist and facilitate in the transfer of the servicing of the Mortgage Loans to the Master Servicer, including effectuating the transfer of any letters of credit with respect to any Mortgage Loan to the Master Servicer on behalf of the Trustee for the benefit of Certificateholders. Prior to the date that a letter of credit with respect to any Mortgage Loan is transferred to the Master Servicer, the Seller will cooperate with the reasonable requests of the Master Servicer or Special Servicer, as applicable, in connection with effectuating a draw under such letter of credit as required under the terms of the related Mortgage Loan documents; and (c) if, during such period of time after the first date of the public offering of the Offered Certificates as in the opinion of counsel for the Underwriters, a prospectus relating to the Offered Certificates is required by applicable law to be delivered in connection with sales thereof by an Underwriter or a dealer, any event shall occur as a result of which it is necessary to amend or supplement the Prospectus Supplement, including Annex A-1, A-2, A-3 and B thereto and the Diskette included therewith, with respect to any information relating to the Mortgage Loans or the Seller, in order to make the statements therein, in the light of the circumstances when the Prospectus Supplement is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus Supplement, including Annex A-1, A-2, A-3 and B thereto and the Diskette included therewith, with respect to any information relating to the Mortgage Loans or the Seller, to comply with applicable law, the Seller shall do all things necessary to assist the Depositor to prepare and furnish, at the expense of the Seller (to the extent that such amendment or supplement relates to the Seller, the Mortgage Loans listed on Exhibit A and/or any information relating to the same, as provided by the Seller), to the Underwriters such amendments or supplements to the Prospectus Supplement as may be necessary, so that the statements in the Prospectus Supplement as so amended or supplemented, including Annex A-1, A-2, A-3 and B thereto and the Diskette included therewith, with respect to any information relating to the Mortgage Loans or the Seller, will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus Supplement, including Annex A-1, A-2, A-3 and B thereto and the Diskette included therewith, with respect to any information relating to the Mortgage Loans or the Seller, will comply with applicable law. All terms used in this clause (c) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement, dated as of September 14, 2006 among the Purchaser, the Seller and the Dealers (the "Indemnification Agreement"). SECTION 6. Representations and Warranties. (a) The Seller represents and warrants to the Purchaser as of the Closing Date that: (i) it is a national banking association duly organized, validly existing, and in good standing under the laws of the United States of America; (ii) it has the power and authority to own its property and to carry on its business as now conducted; (iii) it has the power to execute, deliver and perform this Agreement; (iv) it is legally authorized to transact business in the United States of America. The Seller is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary so that a subsequent holder of the related Mortgage Loan (including, without limitation, the Purchaser) that is in compliance with the laws of such state would not be prohibited from enforcing such Mortgage Loan solely by reason of any non-compliance by the Seller; (v) the execution, delivery and performance of this Agreement by the Seller has been duly authorized by all requisite action by the Seller's board of directors and will not violate or breach any provision of its organizational documents; (vi) this Agreement has been duly executed and delivered by the Seller and constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms (except as enforcement thereof may be limited by bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally and by general equitable principles regardless of whether enforcement is considered in a proceeding in equity or at law); (vii) there are no legal or governmental proceedings pending to which the Seller is a party or of which any property of the Seller is the subject which, if determined adversely to the Seller, would reasonably be expected to adversely affect (A) the transfer of the Mortgage Loans and the Mortgage Loan documents, (B) the execution and delivery by the Seller or enforceability against the Seller of the Mortgage Loans or this Agreement, or (C) the performance of the Seller's obligations hereunder; (viii) it has no actual knowledge that any statement, report, officer's certificate or other document prepared and furnished or to be furnished by the Seller in connection with the transactions contemplated hereby (including, without limitation, any financial cash flow models and underwriting file abstracts furnished by the Seller) contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; (ix) it is not, nor with the giving of notice or lapse of time or both would be, in violation of or in default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it or any of its properties is bound, except for violations and defaults which individually and in the aggregate would not have a material adverse effect on the transactions contemplated herein; the sale of the Mortgage Loans and the performance by the Seller of all of its obligations under this Agreement and the consummation by the Seller of the transactions herein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Seller is a party or by which the Seller is bound or to which any of the property or assets of the Seller is subject, nor will any such action result in any violation of the provisions of any applicable law or statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Seller, or any of its properties, except for conflicts, breaches, defaults and violations which individually and in the aggregate would not have a material adverse effect on the transactions contemplated herein; and no consent, approval, authorization, order, license, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement, other than any consent, approval, authorization, order, license, registration or qualification that has been obtained or made; (x) it has either (A) not dealt with any Person (other than the Purchaser or the Dealers) that may be entitled to any commission or compensation in connection with the sale or purchase of the Mortgage Loans or entering into this Agreement or (B) paid in full any such commission or compensation; (xi) it is solvent and the sale of the Mortgage Loans hereunder will not cause it to become insolvent; and the sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of the Seller's creditors; and (xii) for so long as the Trust is subject to the reporting requirements of the Exchange Act, the Seller shall provide the Purchaser (or with respect to any Companion Loan that is deposited into an Other Securitization, the depositor in such Other Securitization) and the Paying Agent with any Additional Form 10-D Disclosure and any Additional Form 10-K Disclosure which the Purchaser is required to provide with respect to the Seller in its capacity as a "sponsor" pursuant to Exhibit Y and Exhibit Z of the Pooling and Servicing Agreement within the time periods set forth in the Pooling and Servicing Agreement. (b) The Purchaser represents and warrants to the Seller as of the Closing Date that: (i) it is a corporation duly organized, validly existing, and in good standing in the State of Delaware; (ii) it is duly qualified as a foreign corporation in good standing in all jurisdictions in which ownership or lease of its property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Purchaser, and the Purchaser is conducting its business so as to comply in all material respects with the applicable statutes, ordinances, rules and regulations of each jurisdiction in which it is conducting business; (iii) it has the power and authority to own its property and to carry on its business as now conducted; (iv) it has the power to execute, deliver and perform this Agreement, and neither the execution and delivery by the Purchaser of this Agreement, nor the consummation by the Purchaser of the transactions herein contemplated, nor the compliance by the Purchaser with the provisions hereof, will (A) conflict with or result in a breach of, or constitute a default under, any of the provisions of the certificate of incorporation or by-laws of the Purchaser or any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or any of its properties, or any indenture, mortgage, contract or other instrument to which the Purchaser is a party or by which it is bound, or (B) result in the creation or imposition of any lien, charge or encumbrance upon any of the Purchaser's property pursuant to the terms of any such indenture, mortgage, contract or other instrument; (v) this Agreement constitutes a legal, valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (except as enforcement thereof may be limited by (a) bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally and (b) general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or law)); (vi) there are no legal or governmental proceedings pending to which the Purchaser is a party or of which any property of the Purchaser is the subject which, if determined adversely to the Purchaser, might interfere with or adversely affect the consummation of the transactions contemplated herein and in the Pooling and Servicing Agreement; to the best of the Purchaser's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (vii) it is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Purchaser or its properties or might have consequences that would materially and adversely affect its performance hereunder; (viii) it has not dealt with any broker, investment banker, agent or other person, other than the Seller, the Dealers and their respective affiliates, that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans or the consummation of any of the transactions contemplated hereby; (ix) all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by the Purchaser have been obtained or made; and (x) it has not intentionally violated any provisions of the United States Secrecy Act, the United States Money Laundering Control Act of 1986 or the United States International Money Laundering Abatement and Anti-Terrorism Financing Act of 2001. (c) The Seller further makes the representations and warranties as to the Mortgage Loans set forth in Exhibit B as of the Closing Date (or as of such other date specifically provided in the particular representation or warranty), which representations and warranties are subject to the exceptions thereto set forth in Exhibit C. Neither the delivery by the Seller of the Mortgage Files, Servicing Files, or any other documents required to be delivered under Section 2.01 of the Pooling and Servicing Agreement, nor the review thereof or any other due diligence by the Trustee, Master Servicer, Special Servicer, a Certificate Owner or any other Person shall relieve the Seller of any liability or obligation with respect to any representation or warranty or otherwise under this Agreement or constitute notice to any Person of a Breach or Defect. (d) Pursuant to this Agreement or Section 2.03(b) of the Pooling and Servicing Agreement, the Seller and the Purchaser shall be given notice of any Breach or Defect that materially and adversely affects the value of a Mortgage Loan, the related Mortgaged Property or the interests of the Trustee or any Certificateholder therein. (e) Upon notice pursuant to Section 6(d) above, the Seller shall, not later than 90 days from the earlier of the Seller's receipt of the notice or, in the case of a Defect or Breach relating to a Mortgage Loan not being a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulation Section 1.860G-2(f)(2) that causes a defective mortgage loan to be treated as a qualified mortgage, the Seller's discovery of such Breach or Defect (the "Initial Resolution Period"), (i) cure such Defect or Breach, as the case may be, in all material respects, (ii) repurchase the affected Mortgage Loan at the applicable Repurchase Price (as defined below) or (iii) substitute a Qualified Substitute Mortgage Loan (as defined below) for such affected Mortgage Loan (provided that in no event shall any such substitution occur later than the second anniversary of the Closing Date) and pay the Master Servicer for deposit into the Certificate Account, any Substitution Shortfall Amount (as defined below) in connection therewith; provided, however, that, if such Breach or Defect is capable of being cured but not within the Initial Resolution Period, and the Seller has commenced and is diligently proceeding with the cure of such Breach or Defect within the Initial Resolution Period, the Seller shall have an additional 90 days commencing immediately upon the expiration of the Initial Resolution Period (the "Extended Resolution Period") to complete such cure (or, failing such cure, to repurchase the related Mortgage Loan or substitute a Qualified Substitute Mortgage Loan as described above); and provided, further, that with respect to the Extended Resolution Period the Seller shall have delivered an officer's certificate to the Trustee setting forth the reason such Breach or Defect is not capable of being cured within the Initial Resolution Period and what actions the Seller is pursuing in connection with the cure thereof and stating that the Seller anticipates that such Breach or Defect will be cured within the Extended Resolution Period. Notwithstanding the foregoing, any Defect or Breach which causes any Mortgage Loan not to be a "qualified mortgage" (within the meaning of Section 860G(a)(3) of the Code, without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) which causes a defective mortgage loan to be treated as a qualified mortgage) shall be deemed to materially and adversely affect the interests of the holders of the Certificates therein, and such Mortgage Loan shall be repurchased or a Qualified Substitute Mortgage Loan substituted in lieu thereof without regard to the extended cure period described in the preceding sentence. If the affected Mortgage Loan is to be repurchased, the Seller shall remit the Repurchase Price (defined below) in immediately available funds to the Trustee. If any Breach pertains to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage Loan document requires the related Mortgagor to bear the costs and expenses associated with any particular action or matter under such Mortgage Loan document(s), then Seller shall not be required to repurchase such Mortgage Loan and the sole remedy with respect to any Breach of such representation shall be to cure such Breach within the applicable cure period (as the same may be extended) by reimbursing the Trust Fund (by wire transfer of immediately available funds) the reasonable amount of any such costs and expenses incurred by the Master Servicer, the Special Servicer, the Trustee or the Trust Fund that are the basis of such Breach and have not been reimbursed by the related Mortgagor; provided, however, that in the event any such costs and expenses exceed $10,000, the Seller shall have the option to either repurchase or substitute for the related Mortgage Loan as provided above or pay such costs and expenses. Except as provided in the proviso to the immediately preceding sentence, the Seller shall remit the amount of such costs and expenses and upon its making such remittance, the Seller shall be deemed to have cured such Breach in all respects. To the extent any fees or expenses that are the subject of a cure by the Seller are subsequently obtained from the related Mortgagor, the portion of the cure payment equal to such fees or expenses obtained from the Mortgagor shall be returned to the Seller pursuant to Section 2.03(f) of the Pooling and Servicing Agreement. Any of the following will cause a document in the Mortgage File to be deemed to have a Defect and to be conclusively presumed to materially and adversely affect the interests of Certificateholders in a Mortgage Loan and to be deemed to materially and adversely affect the interests of the Certificateholders in and the value of a Mortgage Loan: (a) the absence from the Mortgage File of the original signed Mortgage Note, unless the Mortgage File contains a signed lost note affidavit and indemnity with a copy of the Mortgage Note that appears to be regular on its face; (b) the absence from the Mortgage File of the original signed Mortgage that appears to be regular on its face, unless there is included in the Mortgage File a certified copy of the Mortgage and a certificate stating that the original signed Mortgage was sent for recordation; (c) the absence from the Mortgage File of the lender's title insurance policy (or if the policy has not yet been issued, an original or copy of a "marked up" written commitment or the pro forma or specimen title insurance policy) called for by clause (ix) of the definition of "Mortgage File" in the Pooling and Servicing Agreement; (d) the absence from the Mortgage File of any required letter of credit; (e) with respect to any leasehold mortgage loan, the absence from the related Mortgage File of a copy (or an original, if available) of the related Ground Lease; or (f) the absence from the Mortgage File of any intervening assignments required to create a complete chain of assignments to the Trustee on behalf of the Trust, unless there is included in the Mortgage File a certified copy of the intervening assignment and a certificate stating that the original intervening assignments were sent for recordation; provided, however, that no Defect (except a Defect previously described in clauses (a) through (f) above) shall be considered to materially and adversely affect the value of the related Mortgage Loan, the related Mortgaged Property or the interests of the Trustee or Certificateholders unless the document with respect to which the Defect exists is required in connection with an imminent enforcement of the Mortgagee's rights or remedies under the related Mortgage Loan, defending any claim asserted by any borrower or third party with respect to the Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the Mortgage Loan or for any immediate significant servicing obligation. Notwithstanding the foregoing, the delivery of executed escrow instructions or a commitment to issue a lender's title insurance policy, as provided in clause (ix) of the definition of "Mortgage File" in the Pooling and Servicing Agreement, in lieu of the delivery of the actual policy of lender's title insurance, shall not be considered a Defect or Breach with respect to any Mortgage File if such actual policy is delivered to the Trustee or a Custodian on its behalf within 18 months from the Closing Date. If (i) any Mortgage Loan is required to be repurchased or substituted for in the manner described in the first paragraph of this Section 6(e), (ii) such Mortgage Loan is a Crossed Loan, and (iii) the applicable Defect or Breach does not constitute a Defect or Breach, as the case may be, as to any other Crossed Loan in such Crossed Group (without regard to this paragraph), then the applicable Defect or Breach, as the case may be, will be deemed to constitute a Defect or Breach, as the case may be, as to each other Crossed Loan in the Crossed Group for purposes of this paragraph, and the Seller will be required to repurchase or substitute for all of the remaining Crossed Loans in the related Crossed Group as provided in the first paragraph of this Section 6(e) unless such other Crossed Loans in such Crossed Group satisfy the Crossed Loan Repurchase Criteria and satisfy all other criteria for substitution and repurchase of Mortgage Loans set forth herein. In the event that the remaining Crossed Loans satisfy the aforementioned criteria, the Seller may elect either to repurchase or substitute for only the affected Crossed Loan as to which the related Breach or Defect exists or to repurchase or substitute for all of the Crossed Loans in the related Crossed Group. The Seller shall be responsible for the cost of any Appraisal required to be obtained to determine if the Crossed Loan Repurchase Criteria have been satisfied, so long as the scope and cost of such Appraisal has been approved by the Seller (such approval not to be unreasonably withheld). The "Repurchase Price" with respect to any Mortgage Loan or REO Loan to be repurchased pursuant to this Agreement and Section 2.03 of the Pooling and Servicing Agreement, shall have the meaning given to the term "Purchase Price" in the Pooling and Servicing Agreement. A "Qualified Substitute Mortgage Loan" with respect to any Mortgage Loan or REO Loan to be substituted pursuant to this Agreement and Section 2.03 of the Pooling and Servicing Agreement, shall have the meaning given to such term in the Pooling and Servicing Agreement. A "Substitution Shortfall Amount" with respect to any Mortgage Loan or REO Loan to be substituted pursuant to this Agreement and Section 2.03 of the Pooling and Servicing Agreement, shall have the meaning given to such term in the Pooling and Servicing Agreement. In connection with any repurchase or substitution of one or more Mortgage Loans contemplated hereby, (i) the Purchaser shall execute and deliver, or cause the execution and delivery of, such endorsements and assignments, without recourse to the Trust, as shall be necessary to vest in the Seller the legal and beneficial ownership of each repurchased Mortgage Loan or replaced Mortgage Loan, as applicable, (ii) the Purchaser shall deliver, or cause the delivery, to the Seller of all portions of the Mortgage File and other documents pertaining to such Mortgage Loan possessed by the Trustee, or on the Trustee's behalf, and (iii) the Purchaser shall release, or cause to be released, to the Seller any escrow payments and reserve funds held by the Trustee, or on the Trustee's behalf, in respect of such repurchased or replaced Mortgage Loans. (f) The representations and warranties of the parties hereto shall survive the execution and delivery and any termination of this Agreement and shall inure to the benefit of the respective parties, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes or Assignment of Mortgage or the examination of the Mortgage Files. (g) Each party hereby agrees to promptly notify the other party of any breach of a representation or warranty contained in this Section 6. The Seller's obligation to cure any Breach or Defect or repurchase or substitute any affected Mortgage Loan pursuant to Section 6(e) shall constitute the sole remedy available to the Purchaser in connection with a Breach or Defect. It is acknowledged and agreed that the representations and warranties are being made for risk allocation purposes; provided, however, that no limitation of remedy is implied with respect to the Seller's breach of its obligation to cure, repurchase or substitute in accordance with the terms and conditions of this Agreement. SECTION 7. Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D. (b) The Purchaser shall have received the following additional closing documents: (i) copies of the Seller's articles of association and by-laws, certified as of a recent date by the Assistant Secretary of the Seller; (ii) a copy of a certificate of good standing of the Seller issued by the Comptroller of the Currency dated not earlier than sixty days prior to the Closing Date; (iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that: (A) the Seller is a national banking association duly organized, validly existing and in good standing under the laws of the United States; (B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement; (C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations; (D) the Seller's execution and delivery of, and the Seller's performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller's charter or by-laws or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of the property or assets of the Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller; (E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel's actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and (F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and (iv) a letter from counsel of the Seller to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. (c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. (d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement. (e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request. SECTION 8. Closing. The closing for the purchase and sale of the Mortgage Loans shall take place at the office of Cadwalader, 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 share to be determined according to the percentage that the aggregate principal balance as of the Cut-off Date of all the Mortgage Loans represents in proportion to the aggregate principal balance as of the Cut-off Date of all the mortgage loans to be included in the Trust Fund) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing,) and delivering the Certificates; (iii) the reasonable and documented fees, costs and expenses of the Trustee and its counsel incurred in connection with the Trustee entering into the Pooling and Servicing Agreement; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Prospectus, any Free Writing Prospectus (as defined in the Indemnification Agreement), the Memoranda (as defined in the Indemnification Agreement) and any related 8-K Information (as defined in the Underwriting Agreement), or items similar to the 8-K Information, including the cost of obtaining any "comfort letters" with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering the Registration Statement, the Prospectus, the Memoranda and any Free Writing Prospectus, and the reproduction and delivery of this Agreement and the furnishing to the Underwriters of such copies of the Registration Statement, the Prospectus, the Memoranda, any Free Writing Prospectus and this Agreement as the Underwriters may reasonably request; (viii) the fees of the rating agency or agencies requested to rate the Certificates and (ix) the reasonable fees and expenses of 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, JPMorgan Chase Bank, National Association, 270 Park Avenue, 10th Floor, New York, New York 10017, Attention: Dennis Schuh, Vice President, telecopy number ###-###-#### 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 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION By: /s/ Charles Y. Lee ---------------------------------- Name: Charles Y. Lee Title: Vice President EXHIBIT A MORTGAGE LOAN SCHEDULE JPMCC 2006-CIBC16 Mortgage Loan Schedule
Loan # Mortgagor Name - ------ ---------------------------------------------------------------------------------- 1 Silicon Valley CA-I, LLC, Silicon Valley CA-II, LLC and Silicon Valley CA-III, LLC 1.01 1.02 1.03 1.04 1.05 1.06 1.07 1.08 1.09 1.1 1.11 1.12 1.13 1.14 1.15 1.16 1.17 1.18 2 BFPRU I, LLC 2.01 2.02 4 FP Republic 2006, LLC, FP Sequoia 2006, LLC, Okland Republic 2006, LLC, Okland Sequoia 2006, LLC, England Sequoia 2006, LLC, RCI Sequoia Maryland LLC 6 Campus Village IDOT LLC, KR Mableton LLC, Century Plaza Associates, L.P., Vestal Town Square LLC, Plymouth Plaza Associates, L.P., CW Dover LLC, CW Parlway Plaza, LLC 6.01 6.02 6.03 6.04 6.05 6.06 6.07 9 PCCP DCP Dallas Hotel, LLC 10 875 East Wisconsin Sponsor, LLC 11 Centro Richland LLC 12 Heart of the City LLC 13 Eastover Plaza Improvements, LLC 14 Dulles Hotel Limited, L.C. 15 Hillside Realty Associates, L.P. 17 Fountain Place Shopping Center, LLC 21 Colwick Venture LLC 24 Gables Orchard, LLC & Orchards Apartments, LLC 26 FR Net Lease Co-Investment Program 6, LLC 28 Wanamaker Westgate, L.P. 29 Pacific Castle Santee, L.P. & Meister Global, LLC 31 Corporate Tower, LLC 32 E.S. Charlotte Limited Partnership, DJONT/Charlotte Leasing, L.L.C. 37 E.S. North and DJONT/Indianapolis Leasing, L.L.C. 38 Lake Marina Realty, LLC 40 Bayless-South Laguna Ltd. 42 MAG-INFO (SC) QRS 16-74, Inc. 44 Robert Pitt Professional Plaza, LLC 46 NTC, Inc. 47 First Concord Properties, L.L.C. 50 Square V Group, LLC 51 Market Plaza Oklahoma, L.L.C. 52 Montwood Shopping Center, Ltd. 54 SC Gainesville Georgia LLC 58 M&A Texas Regal Ltd. 59 Standart Woods Holding LLC and Kalba Savua LLC 62 Wormald Westview Lot B, LLC 64 Paradise MHC LLC 66 2003 Natomas Inn & Suites, L.P. 67 Skyline West, LLC 68 Pembroke Pointe Phase I LLC 69 Atruim II, LLC 70 Lake Camelot Realty LLC 71 Lodge Realty, LLC 76 Mia Reed & Company Capital Fund VIII, LTD. 79 Riverwalk Terrace Apartments, LLC 80 Wayne Heights Mall, LLC 83 SJS-3000 Lincoln Dr., L.P. 84 Medalist Properties 6, LLC 85 Stone Plaza Associates, LTD. 89 KCS Admiral Manager, LLC 90 Mabry Partners Partnership 91 Daymark - Springtree Meadows, LLC, WAB IOWA 144, LLC & Mantsch Altoona, LLC 92 Austin Creek, LLC 93 Emporia Marketplace, LLC 94 Lexington Park Hotel Investors, LLC 96 Bookwalter Woods LLC 97 Mansard Du lac LLC 98 Woodbrook Village, L.L.C. 99 JGI 9998 Dorchester Road, LLC 100 Azalea Apartments, L.L.C. 103 Orland Auto Mall 2004 LLC 104 SGC Wythe Creek, LLC 105 JGI Gateway, LLC 106 Southwest Estates LLC 107 Long Ball Utica, LLC 110 NJN, LLC 111 ACOG, LP 112 Rockland Homes LLC 113 Rogers 40 III, LLC 114 Crescendo Office, LLC 115 Zidan Realty Investment, L.L.C. 118 Golden Gate Parkway, LLC & Plaza Arms Limited Partnership 118.01 118.02 119 Lakeside Manor LLC 120 Olympia International Office Tower LLC Loan # Property Address - ------ ---------------------------------------------------------------------------------------- 1 Various 1.01 1140 Technology Drive, 500 McCarthy Boulevard, 900 Sumac Drive, 1000 Sumac Drive, 1101 Sumac Drive, 601 McCarthy Boulevard 1.02 1101 West Maude Avenue, 700A, 700B, 700C East Middlefield Road 1.03 1455, 1421, 1371, 1390, 1440 McCarthy Drive, 888, 800, 750, 690 Tasman Drive, 620, 590, 570, 540, 500 Alder Drive 1.04 2518, 2520, 2540, 2560 Mission College Boulevard, 3900, 3910, 3920, 3930, 3940, 3960, 3970, 3990 Freedom Circle 1.05 3233, 3255 Scott Boulevard, 3333, 3393 Octavius Drive, 2455, 2465, 2475 Augustine Drive 1.06 3101, 3102, 3103 Scott Boulevard, 3250, 3260, 3270 Jay Street, 3201 Olcott Street 1.07 191 Baypointe Parkway, 105, 160, 178 East Tasman Drive 1.08 772, 785 Lucerne Drive, 285 North Wolfe Road, 140 Kiefer Court, 1293 Anvilwood Avenue, 484 Oakmead Parkway, 1151 Sonora Court, 1277 Reamwood Avenue, 324, 328 Martin Avenue, 150 Charcot Avenue, 2191 Zanker Road 1.09 2820 Orchard Parkway, 3, 75 West Plumeria Drive, 2825 North First Street 1.1 350, 470, 485 Potrero Avenue, 880 W. Maude Avenue, 415 N. Mathilda Avenue, 435 Indio Way 1.11 333, 345 East Middlefield Road, 301 North Whisman Road, 640 Clyde Court, 835, 880 Maude Avenue, 1161 San Antonio Road, 2761 Marine Parkway, 636 Ellis Street 1.12 2400, 2424, 2630, 2710 Walsh Avenue, 2855 Bowers Avenue 1.13 535, 555 Del Rey Avenue, 650 Alamanor Avenue, 646-686 Maude Avenue, 750 Palomar Avenue 1.14 500, 501 Macara Avenue 1.15 1920,1940,1960,1980 Zanker Road 1.16 2121, 2111, 2101 Tasman Drive 1.17 550 Del Rey Avenue, 595 North Pastoria Avenue, 639 Pastoria Evenue, 733 Palomar Avenue, 670 Almanor Avenue 1.18 5150 Great America Parkway, 2952 Bunker Hill Lane and 5155 Old Ironsides Drive 2 Various 2.01 180 North Stetson Avenue 2.02 130 East Randolph Street 4 2100, 2110, 2120 S. Washington Boulevard 6 Various 6.01 2505 Vestal Parkway East 6.02 1001 North Dupont Highway 6.03 1888 West Hillsboro Boulevard 6.04 5590 Mableton Parkway 6.05 1869 Dixwell Avenue 6.06 8147 Baltimore Avenue 6.07 580 West Germantown Pike 9 1717 North Akard Street 10 875 East Wisconsin Avenue 11 2209 Richland Mall 12 400 South Pine Street 13 5221 Indian Head Highway 14 2200 Centreville Road 15 600 North Union Avenue 17 89 Norman Morgan Boulevard 21 53, 55 & 57 Haddonfield Road 24 8390 Old Orchard Lane 26 7630 Gambrills Cove Road 28 19610 Katy Freeway 29 214 - 294 Town Center Parkway 31 101 North Robinson 32 4800 South Tryon Street 37 3912 Vincennes Road 38 9515 Shoreland Lane 40 1651 Exposition Boulevard 42 50 Datastream Plaza 44 23-27 Robert Pitt Drive 46 20371 Irvine Avenue 47 455 East Eisenhower Pkwy 50 7600 West Capitol Drive 51 7001 Northwest Expressway Street 52 2200 North Yarbrough Drive 54 1500 Browns Bridge Road 58 5800 Preston View Boulevard 59 2 Schwartz Drive 62 5283 Corporate Drive 64 699 Michelle Drive 66 2730 El Centro Road 67 6066 Leesburg Pike 68 101 Pembroke Pointe Lane 69 1150 Academy Park Loop 70 6475 Excalibur Court 71 4816 Alsuda Drive 76 1535 West Loop South 79 5900 Kinkead Avenue 80 1501 East Main Street 83 3000 Lincoln Drive East 84 15425 Warwick Boulevard 85 16600 Dallas Parkway 89 177-179 Admiral Cochrane Drive 90 2607 Kingston Pike 91 112 5th Avenue Northwest 92 1127 Cape Harbor Court 93 216 Market Drive 94 22119 Three Notch Road 96 23 Sistek Road 97 7300 East 10th Avenue 98 1705 Coolidge Road 99 9998 Dorchester Road 100 1918 South 9th Street 103 9264-9280 West 159th Street 104 475 Wythe Creek Road 105 2709 Church Street 106 10401 Southwest Highway 107 2160 Erie Street 110 3055 East Fairview Avenue 111 2601 North Broadway Avenue 112 203 North Skokie Road 113 8593 Baltimore National Pike 114 29800 Middlebelt 115 4800 North Post Road 118 Various ###-###-#### 62nd Avenue South 118.02 4616 & 4648 Golden Gate Parkway 119 196 McClung Road 120 6547 North Avondale Loan # City State Zip Code County - ------ -------------------------------- ------- ------------------- ----------------- 1 Various CA Various Various 1.01 Milpitas CA 95035 Santa Clara 1.02 Mountain View CA 95054 Santa Clara 1.03 Milpitas CA 95035 Santa Clara 1.04 Santa Clara CA 95054 Santa Clara 1.05 Santa Clara CA 95054 Santa Clara 1.06 Santa Clara CA 95054 Santa Clara 1.07 San Jose CA 95134 Santa Clara 1.08 Sunnyvale, Santa Clara, San Jose CA 94085, 95054, 95112 Santa Clara 1.09 San Jose CA 95112 Santa Clara 1.1 Sunnyvale CA 94085 Santa Clara 1.11 Mountain View CA 94043 Santa Clara 1.12 Santa Clara CA 95054 Santa Clara 1.13 Sunnyvale CA 94085 Santa Clara 1.14 Sunnyvale CA 94085 Santa Clara 1.15 San Jose CA 95112 Santa Clara 1.16 Santa Clara CA 95054 Santa Clara 1.17 Sunnyvale CA 94085 Santa Clara 1.18 Santa Clara CA 95054 Santa Clara 2 Chicago IL 60601 Cook 2.01 Chicago IL 60601 Cook 2.02 Chicago IL 60601 Cook 4 Arlington VA 22204 Arlington 6 Various Various Various Various 6.01 Vestal NY 13850 Broome 6.02 Dover DE 19901 Kent 6.03 Deerfield Beach FL 33442 Broward 6.04 Mableton GA 30126 Cobb 6.05 Hamden CT 06514 New Haven 6.06 College Park MD 20740 Prince Georges 6.07 Plymouth Meeting PA 19462 Montgomery 9 Dallas TX 75201 Dallas 10 Milwaukee WI 53202 Milwaukee 11 Mansfield OH 44906 Richland 12 Lansing MI 48933 Ingham 13 Oxon Hill MD 20745 Prince Georges 14 Herndon VA 20171 Fairfax 15 Hillside NJ 07205 Union 17 Logan WV 25601 Logan 21 Cherry Hill NJ 08002 Camden 24 Maineville OH 45039 Hamilton 26 Curtis Bay MD 21226 Anne Arundel 28 Houston TX 77094 Harris 29 Santee CA 92071 San Diego 31 Oklahoma City OK 73102 Oklahoma 32 Charlotte NC 28217 Mecklenburg 37 Indianapolis IN 46268 Marion 38 Indianapolis IN 46229 Marion 40 Sacramento CA 95815 Sacramento 42 Greenville SC 29605 Greenville 44 Monsey NY 10952 Rockland 46 Santa Ana CA 92707 Orange 47 Ann Arbor MI 48108 Washtenaw 50 Milwaukee WI 53222 Milwaukee 51 Oklahoma City OK 73132 Oklahoma 52 El Paso TX 79925 El Paso 54 Gainesville GA 30501 Hall 58 Dallas TX 75240 Dallas 59 Auburn NY 13021 Cayuga 62 Frederick MD 21703 Frederick 64 Lynwood IL 60411 Cook 66 Sacramento CA 95833 Sacramento 67 Falls Church VA 22041 Fairfax 68 Pembroke NC 28372 Robeson 69 Colorado Springs CO 80910 El Paso 70 Indianapolis IN 46268 Marion 71 Indianapolis IN 46205 Marion 76 Houston TX 77027 Harris 79 Fort Smith AR 72903 Sebastian 80 Waynesboro PA 17268 Franklin 83 Marlton NJ 08053 Burlington 84 Newport News VA 23608 Newport News City 85 Dallas TX 75248 Dallas 89 Annapolis MD 21401 Anne Arundel 90 Knoxville TN 37919 Knox 91 Altoona IA 50009 Polk 92 Fayetteville NC 28314 Cumberland 93 Emporia VA 23847 Greensville 94 Lexington Park MD 20653 Saint Mary's 96 Gardner IL 60424 Grundy 97 Lake Station IN 46405 Lake 98 East Lansing MI 48823 Ingham 99 Summerville SC 29485 Dorchester 100 Rogers AR 72758 Benton 103 Orland Park IL 60462 Cook 104 Poquoson VA 23662 Poquoson City 105 Conway SC 29526 Horry 106 Worth IL 60482 Cook 107 Utica NY 13502 Oneida 110 Meridian ID 83642 Ada 111 Tyler TX 75702 Smith 112 Lake Bluff IL 60044 Lake 113 Ellicott City MD 21043 Howard 114 Farmington Hills MI 48334 Oakland 115 Indianapolis IN 46226 Marion 118 Various FL Various Various 118.01 St. Petersburg FL 33705 Pinellas 118.02 Naples FL 34116 Collier 119 La Porte IN 46350 La Porte 120 Chicago IL 60631 Cook Loan # Property Name Size Measure Interest Rate (%) - ------ ------------------------------------------------- ------- ----------- ----------------- 1 RREEF Silicon Valley Office Portfolio ###-###-#### Square Feet 6.14040 1.01 Quantum Business Park 775249 Square Feet 6.14040 1.02 Maude 4-7 397510 Square Feet 6.14040 1.03 Milpitas Business Park 608968 Square Feet 6.14040 1.04 Marriot 427501 Square Feet 6.14040 1.05 Park Square Phase I and Phase II 465155 Square Feet 6.14040 1.06 Jay 1-6/Olcott 371106 Square Feet 6.14040 1.07 North Pointe Business Park 330670 Square Feet 6.14040 1.08 Sunnyvale/Santa Clara/San Jose 293297 Square Feet 6.14040 1.09 Orchard Park 260561 Square Feet 6.14040 1.1 Peery Park I 252615 Square Feet 6.14040 1.11 Mountain View Properties 170769 Square Feet 6.14040 1.12 Walsh 1-8 251061 Square Feet 6.14040 1.13 Peery Park II 202149 Square Feet 6.14040 1.14 Macara A&B 96066 Square Feet 6.14040 1.15 Zanker/Brokaw 120693 Square Feet 6.14040 1.16 Guadalupe A-C 128000 Square Feet 6.14040 1.17 Peery Park Biotech 83336 Square Feet 6.14040 1.18 Great America Parkway A-C 98290 Square Feet 6.14040 2 One & Two Prudential Plazas ###-###-#### Square Feet 6.06220 2.01 Two Prudential Plaza 993507 Square Feet 6.06220 2.02 One Prudential Plaza 1202835 Square Feet 6.06220 4 Sequoia Plaza 370638 Square Feet 6.16600 6 Centro Portfolio 932912 Square Feet 6.31750 6.01 Town Square Mall 279601 Square Feet 6.31750 6.02 North Dover Shopping Center 191855 Square Feet 6.31750 6.03 Century Plaza 90523 Square Feet 6.31750 6.04 Village at Mableton 239474 Square Feet 6.31750 6.05 Parkway Plaza I 76109 Square Feet 6.31750 6.06 Campus Village 25529 Square Feet 6.31750 6.07 Plymouth Plaza 29821 Square Feet 6.31750 9 Fairmont Hotel Dallas 551 Rooms 6.29500 10 875 East Wisconsin Avenue 224924 Square Feet 5.89250 11 Westfield Richland Mall 396000 Square Feet 6.09350 12 Capitol Commons 185500 Square Feet 6.27000 13 Eastover Shopping Center 265334 Square Feet 6.29850 14 Crowne Plaza Dulles Airport 328 Rooms 6.13250 15 Parkway Business Center 743047 Square Feet 6.21650 17 Fountain Place Shopping Center 229139 Square Feet 6.02500 21 Colwick Executive Center 170950 Square Feet 6.28500 24 Orchard of Landen 312 Units 6.37400 26 Fila USA Distribution Facility 379012 Square Feet 6.10200 28 Westgate Shopping Center 80690 Square Feet 6.16000 29 Santee Town Center 103903 Square Feet 6.19250 31 Corporate Tower 273640 Square Feet 6.24300 32 Embassy Suites - Charlotte 274 Rooms 5.81400 37 Embassy Suites - Indianapolis 221 Rooms 5.81400 38 Lake Marina Apartments 348 Units 6.21000 40 Nationwide Insurance Building 68153 Square Feet 6.25000 42 Infor Global Solutions Office Building 124836 Square Feet 6.53500 44 23-27 Robert Pitt Drive 96469 Square Feet 6.20000 46 Newport Trade Center 82151 Square Feet 6.16500 47 Concord Place 91521 Square Feet 6.30850 50 Times Square Shopping Center 87392 Square Feet 6.22000 51 Market Plaza Shopping Center 150513 Square Feet 6.14750 52 Montwood Shopping Center 177336 Square Feet 6.39000 54 Gainesville Towne Center 142468 Square Feet 6.25000 58 Regal Court Apartments 231 Units 6.09200 59 Standard Woods Apartments 330 Units 6.30000 62 5283 Corporate Drive 47947 Square Feet 6.10000 64 Paradise LLC 278 Pads 6.33000 66 Fairfield Inn & Suites Sacramento Airport Natomas 93 Rooms 6.46000 67 Skyline Leesburg Pike 72693 Square Feet 6.16000 68 Pembroke Pointe 252 Beds 5.93500 69 Academy Point Atrium II 90766 Square Feet 6.32500 70 Lake Camelot Apartments 200 Units 6.21000 71 The Lodge Apartments 166 Units 6.21000 76 Page Parkes Building 66145 Square Feet 6.17400 79 Riverwalk Terrace Apartments 305 Units 6.18500 80 Wayne Heights Mall 112149 Square Feet 6.11000 83 3000 Lincoln 65056 Square Feet 6.08500 84 Stoneybrook Shopping Center 74340 Square Feet 6.45000 85 Stone Plaza Office Building 30376 Square Feet 6.23000 89 177-179 Admiral Cochrane Drive 36220 Square Feet 6.38000 90 Tyson Place Office Building 50008 Square Feet 6.11000 91 Springtree Meadows Apartments 144 Units 5.57000 92 Austin Creek Apartments 84 Units 6.22000 93 Emporia Marketplace 79070 Square Feet 6.21000 94 Lexington Park Fairfield Inn 78 Rooms 6.39000 96 Book Walter Woods 167 Pads 6.33000 97 Mansard du Lac 234 Pads 6.12700 98 Woodbrook Village 138 Units 6.09000 99 Walgreens - Summerville, SC 14560 Square Feet 6.17700 100 Azalea Trail Apartments 127 Units 6.35000 103 9264-9280 West 159th Street 21965 Square Feet 6.84000 104 Wythe Creek Plaza 51064 Square Feet 6.65000 105 Gateway Plaza Shopping Center 28150 Square Feet 6.41600 106 Southwest Estates 111 Pads 6.12700 107 2160 Erie Street 96300 Square Feet 6.72000 110 Office Value 22726 Square Feet 6.29000 111 Liberty Arms Apartments 100 Units 5.87000 112 Rockland Mobile Home Park 65 Pads 6.31750 113 Citizens National Bank Building 14102 Square Feet 6.31000 114 Crescendo Office 15042 Square Feet 6.55600 115 Fountainview Apartments 96 Units 6.24000 118 Plaza Arms Apartment Portfolio 48 Units 6.31000 118.01 Plaza Arms Apartments 40 Units 6.31000 118.02 Golden Gate Apartments 8 Units 6.31000 119 Lakeside LLC 88 Pads 6.12700 120 Olympia LLC 11510 Square Feet 6.56750 Loan # Net Mortgage Interest Rate Original Balance Cutoff Balance Term Rem. Term Maturity/ARD Date - ------ -------------------------- ---------------- -------------- ---- --------- ----------------- 1 6.11940 250,000,000 250,000,000 84 82 07/09/13 1.01 43,396,071 43,396,071 84 82 07/09/13 1.02 35,081,786 35,081,786 84 82 07/09/13 1.03 21,665,357 21,665,357 84 82 07/09/13 1.04 20,536,786 20,536,786 84 82 07/09/13 1.05 20,515,000 20,515,000 84 82 07/09/13 1.06 16,607,500 16,607,500 84 82 07/09/13 1.07 14,566,786 14,566,786 84 82 07/09/13 1.08 11,462,143 11,462,143 84 82 07/09/13 1.09 10,854,286 10,854,286 84 82 07/09/13 1.1 9,139,286 9,139,286 84 82 07/09/13 1.11 8,596,786 8,596,786 84 82 07/09/13 1.12 8,401,429 8,401,429 84 82 07/09/13 1.13 7,381,071 7,381,071 84 82 07/09/13 1.14 5,036,429 5,036,429 84 82 07/09/13 1.15 4,862,857 4,862,857 84 82 07/09/13 1.16 4,515,357 4,515,357 84 82 07/09/13 1.17 4,255,000 4,255,000 84 82 07/09/13 1.18 3,126,070 3,126,070 84 82 07/09/13 2 6.04120 205,000,000 205,000,000 120 117 06/01/16 2.01 106,500,000 106,500,000 120 117 06/01/16 2.02 98,500,000 98,500,000 120 117 06/01/16 4 6.13500 92,700,000 92,700,000 120 118 07/01/16 6 6.29650 86,000,000 86,000,000 120 118 07/01/16 6.01 29,400,000 29,400,000 120 118 07/01/16 6.02 16,100,000 16,100,000 120 118 07/01/16 6.03 12,300,000 12,300,000 120 118 07/01/16 6.04 10,100,000 10,100,000 120 118 07/01/16 6.05 8,200,000 8,200,000 120 118 07/01/16 6.06 5,100,000 5,100,000 120 118 07/01/16 6.07 4,800,000 4,800,000 120 118 07/01/16 9 6.27400 52,640,000 52,640,000 60 59 08/01/11 10 5.87150 46,000,000 46,000,000 120 119 08/01/16 11 6.07250 37,000,000 37,000,000 120 119 08/01/16 12 6.23900 35,000,000 35,000,000 158 158 11/01/19 13 6.27750 30,900,000 30,900,000 120 119 08/01/16 14 6.09150 30,000,000 30,000,000 120 119 08/01/16 15 6.18550 30,000,000 30,000,000 120 118 07/01/16 17 6.00400 23,120,000 23,120,000 120 118 07/01/16 21 6.24400 17,760,000 17,760,000 120 119 08/01/16 24 6.35300 17,200,000 17,200,000 60 57 06/01/11 26 6.08100 16,900,000 16,900,000 120 117 06/01/16 28 6.08900 16,500,000 16,473,718 120 118 07/01/16 29 6.17150 15,450,000 15,450,000 120 118 07/01/16 31 6.22200 15,000,000 14,988,349 120 119 08/01/16 32 5.79300 15,000,000 14,938,318 120 118 07/01/16 37 5.79300 13,000,000 12,946,543 120 118 07/01/16 38 6.18900 12,600,000 12,580,198 120 118 07/01/16 40 6.22900 11,500,000 11,482,122 120 118 07/01/16 42 6.51400 10,850,000 10,810,476 180 177 06/01/21 44 6.17900 10,600,000 10,591,672 120 119 08/01/16 46 6.14400 10,000,000 9,984,093 120 118 07/01/16 47 6.28750 9,875,000 9,859,891 120 118 07/01/16 50 6.14900 9,650,000 9,650,000 120 119 08/01/16 51 6.07650 9,500,000 9,500,000 120 120 09/01/16 52 6.36900 9,330,000 9,330,000 120 120 09/01/16 54 6.17900 9,138,000 9,138,000 120 118 07/01/16 58 6.03100 8,755,000 8,755,000 120 118 07/01/16 59 6.27900 8,700,000 8,700,000 120 119 08/01/16 62 6.02900 8,300,000 8,300,000 120 118 07/01/16 64 6.25900 8,000,000 8,000,000 120 118 07/01/16 66 6.43900 7,500,000 7,500,000 120 119 08/01/16 67 6.09900 7,460,000 7,460,000 120 118 07/01/16 68 5.91400 7,475,000 7,448,354 120 116 05/01/16 69 6.30400 7,000,000 6,989,338 120 118 07/01/16 70 6.18900 7,000,000 6,988,999 120 118 07/01/16 71 6.18900 6,950,000 6,939,078 120 118 07/01/16 76 6.15300 6,160,000 6,160,000 120 120 09/01/16 79 6.07400 6,000,000 5,979,871 120 116 05/01/16 80 6.02900 5,840,000 5,840,000 120 118 07/01/16 83 6.06400 5,520,000 5,520,000 120 118 07/01/16 84 6.33900 5,380,000 5,380,000 120 118 07/01/16 85 6.15900 5,320,000 5,320,000 120 118 07/01/16 89 6.28900 4,760,000 4,760,000 120 118 07/01/16 90 6.01900 4,700,000 4,700,000 120 120 09/01/16 91 5.49900 4,712,000 4,677,305 120 113 02/01/16 92 6.15400 4,600,000 4,592,790 120 118 07/01/16 93 6.15900 4,415,000 4,415,000 120 118 07/01/16 94 6.30900 4,300,000 4,293,567 120 118 07/01/16 96 6.25900 4,150,000 4,150,000 120 118 07/01/16 97 6.05600 4,125,000 4,125,000 120 118 07/01/16 98 6.01900 3,700,000 3,693,996 120 118 07/01/16 99 6.08600 3,675,000 3,675,000 120 120 09/01/16 100 6.32900 3,680,000 3,674,433 120 118 07/01/16 103 6.81900 3,275,000 3,272,852 60 59 08/01/11 104 6.55900 3,250,000 3,245,481 180 178 07/01/21 105 6.32500 3,200,000 3,200,000 120 119 08/01/16 106 6.05600 3,200,000 3,200,000 120 118 07/01/16 107 6.69900 3,090,000 3,085,789 120 118 07/01/16 110 6.26900 2,850,000 2,845,617 120 118 07/01/16 111 5.79900 2,850,000 2,822,142 120 110 11/01/15 112 6.29650 2,800,000 2,800,000 120 119 08/01/16 113 6.21900 2,700,000 2,700,000 120 118 07/01/16 114 6.53500 2,700,000 2,696,144 120 118 07/01/16 115 6.21900 2,500,000 2,498,057 120 119 08/01/16 118 6.28900 1,905,000 1,905,000 120 118 07/01/16 118.01 1,300,976 1,300,976 120 118 07/01/16 118.02 604,024 604,024 120 118 07/01/16 119 6.05600 1,425,000 1,425,000 120 118 07/01/16 120 6.54650 600,000 599,317 120 119 08/01/16 Loan # Amort. Term Rem. Amort. Monthly Debt Service Servicing Fee Rate Accrual Type ARD (Y/N) ARD Step Up (%) - ------ ----------- ----------- -------------------- ------------------ ------------ --------- --------------- 1 0 0 1,297,017 Actual/360 No 1.01 0 0 No 1.02 0 0 No 1.03 0 0 No 1.04 0 0 No 1.05 0 0 No 1.06 0 0 No 1.07 0 0 No 1.08 0 0 No 1.09 0 0 No 1.1 0 0 No 1.11 0 0 No 1.12 0 0 No 1.13 0 0 No 1.14 0 0 No 1.15 0 0 No 1.16 0 0 No 1.17 0 0 No 1.18 0 0 No 2 0 0 1,050,010 Actual/360 No 2.01 0 0 No 2.02 0 0 No 4 0 0 482,939 Actual/360 No 6 0 0 459,042 Actual/360 No 6.01 0 0 No 6.02 0 0 No 6.03 0 0 No 6.04 0 0 No 6.05 0 0 No 6.06 0 0 No 6.07 0 0 No 9 0 0 279,976 Actual/360 No 10 360 360 272,622 Actual/360 No 11 0 0 190,492 Actual/360 No 12 360 360 215,956 Actual/360 No 13 360 360 191,232 Actual/360 No 14 360 360 182,429 Actual/360 No 15 360 360 184,062 Actual/360 No 17 360 360 138,988 Actual/360 No 21 360 360 109,756 Actual/360 No 24 360 360 107,294 Actual/360 No 26 360 360 102,435 Actual/360 No 28 360 358 100,630 Actual/360 No 29 360 360 94,551 Actual/360 No 31 360 359 92,289 Actual/360 No 32 240 238 105,861 Actual/360 No 37 240 238 91,746 Actual/360 No 38 360 358 77,253 Actual/360 No 40 360 358 70,808 Actual/360 No 42 300 297 73,497 Actual/360 No 44 360 359 64,922 Actual/360 No 46 360 358 61,020 Actual/360 No 47 360 358 61,178 Actual/360 No 50 360 360 59,229 Actual/360 No 51 360 360 57,861 Actual/360 No 52 360 360 58,299 Actual/360 No 54 360 360 56,264 Actual/360 No 58 360 360 53,010 Actual/360 No 59 360 360 53,851 Actual/360 No 62 360 360 50,298 Actual/360 No 64 360 360 49,674 Actual/360 No 66 300 300 50,453 Actual/360 No 67 360 360 45,497 Actual/360 No 68 360 356 44,505 Actual/360 No 69 360 358 43,442 Actual/360 No 70 360 358 42,918 Actual/360 No 71 360 358 42,612 Actual/360 No 76 360 360 37,624 Actual/360 No 79 360 356 36,690 Actual/360 No 80 360 360 35,428 Actual/360 No 83 360 360 33,397 Actual/360 No 84 360 360 33,829 Actual/360 No 85 360 360 32,687 Actual/360 No 89 360 360 29,712 Actual/360 No 90 360 360 28,512 Actual/360 No 91 360 353 26,962 Actual/360 No 92 360 358 28,233 Actual/360 No 93 360 360 27,069 Actual/360 No 94 360 358 26,869 Actual/360 No 96 360 360 25,769 Actual/360 No 97 360 360 25,069 Actual/360 No 98 360 358 22,398 Actual/360 No 99 360 360 22,453 Actual/360 No 100 360 358 22,898 Actual/360 No 103 360 359 21,438 Actual/360 No 104 360 358 20,864 Actual/360 No 105 360 360 20,050 Actual/360 No 106 360 360 19,448 Actual/360 No 107 360 358 19,980 Actual/360 No 110 360 358 17,622 Actual/360 No 111 360 350 16,850 Actual/360 No 112 360 360 17,363 Actual/360 No 113 360 360 16,730 Actual/360 No 114 360 358 17,165 Actual/360 No 115 360 359 15,377 Actual/360 No 118 360 360 11,804 Actual/360 No 118.01 360 360 No 118.02 360 360 No 119 360 360 8,660 Actual/360 No 120 300 299 4,077 Actual/360 No Loan # Title Type Crossed Loan Originator/Loan Seller - ------ ----------------- ------------ ---------------------- 1 Fee JPMCB 1.01 Fee JPMCB 1.02 Fee JPMCB 1.03 Fee JPMCB 1.04 Fee JPMCB 1.05 Fee JPMCB 1.06 Fee JPMCB 1.07 Fee JPMCB 1.08 Fee JPMCB 1.09 Fee JPMCB 1.1 Fee JPMCB 1.11 Fee JPMCB 1.12 Fee JPMCB 1.13 Fee JPMCB 1.14 Fee JPMCB 1.15 Fee JPMCB 1.16 Fee JPMCB 1.17 Fee JPMCB 1.18 Fee JPMCB 2 Fee JPMCB 2.01 Fee JPMCB 2.02 Fee JPMCB 4 Fee JPMCB 6 Fee JPMCB 6.01 Fee JPMCB 6.02 Fee JPMCB 6.03 Fee JPMCB 6.04 Fee JPMCB 6.05 Fee JPMCB 6.06 Fee JPMCB 6.07 Fee JPMCB 9 Fee JPMCB 10 Fee JPMCB 11 Fee JPMCB 12 Fee JPMCB 13 Fee JPMCB 14 Fee and Leasehold JPMCB 15 Fee JPMCB 17 Fee JPMCB 21 Fee JPMCB 24 Fee JPMCB 26 Fee JPMCB 28 Fee JPMCB 29 Fee JPMCB 31 Fee JPMCB 32 Fee and Leasehold JPMCB 37 Fee and Leasehold JPMCB 38 Fee JPMCB 40 Fee JPMCB 42 Fee JPMCB 44 Fee JPMCB 46 Fee JPMCB 47 Fee JPMCB 50 Fee JPMCB 51 Fee JPMCB 52 Fee JPMCB 54 Fee JPMCB 58 Fee JPMCB 59 Fee JPMCB 62 Fee JPMCB 64 Fee A JPMCB 66 Fee JPMCB 67 Fee JPMCB 68 Fee JPMCB 69 Fee JPMCB 70 Fee JPMCB 71 Fee JPMCB 76 Fee JPMCB 79 Fee JPMCB 80 Fee JPMCB 83 Fee JPMCB 84 Fee JPMCB 85 Fee JPMCB 89 Fee JPMCB 90 Fee JPMCB 91 Fee JPMCB 92 Fee JPMCB 93 Fee JPMCB 94 Fee JPMCB 96 Fee B JPMCB 97 Fee B JPMCB 98 Fee JPMCB 99 Fee JPMCB 100 Fee JPMCB 103 Fee JPMCB 104 Fee JPMCB 105 Fee JPMCB 106 Fee A JPMCB 107 Fee and Leasehold JPMCB 110 Fee JPMCB 111 Fee JPMCB 112 Fee A JPMCB 113 Fee and Leasehold JPMCB 114 Fee JPMCB 115 Fee JPMCB 118 Fee JPMCB 118.01 Fee JPMCB 118.02 Fee JPMCB 119 Fee B JPMCB 120 Fee A JPMCB Loan # Guarantor Letter of Credit - ------ ---------------------------------------------------------------- ---------------- 1 RREEF America REIT III, Inc. No 1.01 No 1.02 No 1.03 No 1.04 No 1.05 No 1.06 No 1.07 No 1.08 No 1.09 No 1.1 No 1.11 No 1.12 No 1.13 No 1.14 No 1.15 No 1.16 No 1.17 No 1.18 No 2 BFPRU II, LLC No 2.01 No 2.02 No 4 Clayton F. Foulger, Bryant F. Foulger, Brent K. Pratt No 6 Centro Watt America Reit 7, Inc. No 6.01 No 6.02 No 6.03 No 6.04 No 6.05 No 6.06 No 6.07 No 9 PCCP CS Dallas Hotel, LLC No 10 Stewart M. Wangard No 11 No 12 Joel I. Ferguson, Sam X. Eyde No 13 DLC Management Corporation, Delphi Commercial Properties, Inc. No 14 The RDR Family LLC No 15 Stuart Lichter No 17 Tibeir GSA & Investment Trust No 21 Jerome Bergman No 24 Lawrence S. Conner No 26 No 28 Bruce L. Christenson No 29 Wayne Cheng, Grant C. Hofmeister, Dahl Hofmeister No 31 Roy T. Oliver & Mark L. Beffort 2,400,000.0 32 Felcor Lodging Limited Partnership, John B. Urbahns No 37 FelCor/Indianapolis Hotel, LLC No 38 Raed I. Qadorh-Zidan and Hani I. Qaddoura Zidan No 40 Douglas B. Bayless No 42 Corporate Property Associates 16 - Global Incorporated No 44 Israel Grossman, Ephraim Grossman No 46 Plazamerica, Inc. No 47 Kevin Spizizen and Neil Spizizen 1,400,000.0 50 David Church No 51 Lawrence Goodman No 52 Joseph Kirshenbaum No 54 Sterling Centrecorp U.S. Inc. No 58 Marc Lebowitz, Adam Stein No 59 Aron Puretz and Marsha Pruzansky No 62 Robert K. Wormald, Sr. No 64 Edward C. Zeman No 66 David Alan Justice, Eve Bloomberg Justice No 67 Fitzgerald Lewis and Tufail Mirza No 68 Stephen F. Kenney and Joseph E. Bostic No 69 Edward Warner 500,000.0 70 Raed I. Qadorh-Zidan and Hani I. Qaddoura Zidan No 71 Raed I. Qadorh-Zidan, Hani I. Qaddoura Zidan No 76 William I. Davis, III, Brent Fredricks No 79 John E. Baxter, Clifton Cabaness, Matthew James, Stephen Bradley No 80 Carl Verstandig No 83 Stephen Lazovitz No 84 William R. Elliott and Thomas E. Messier No 85 Tom F. Stone No 89 Sateesh Kumar Singh (Limited) No 90 Samuel J. Furrow No 91 Gary Wehrley,William Bodner and Bryan R. Mantsch No 92 Watson G Caviness and Christopher E. Cates No 93 B. David Peck, Joshua S. Peck No 94 Henry T. Waring (Limited) No 96 Edward C. Zeman No 97 Edward C. Zeman No 98 Iqbal Singh Uppal and Thomas F. Kuschinski No 99 Joseph P. Griffith, SR., Joe Griffith, Inc. No 100 Troy Parnell No 103 Joseph H. Ardovitch, James Minick, Dennis L. Madsen No 104 Erik S. Cooper No 105 Joseph P. Griffith, Sr. and JGI Gateway, LLC No 106 Edward C. Zeman No 107 George Hicker and Carl M. Buck, Jr. No 110 David A. Buich and Karen Louise Buich No 111 Roger G. Wolfe No 112 Edward C. Zeman No 113 Rogers 40, LLC No 114 Kevin Spizizen, Neil Spizizen No 115 Raed I. Qadorh-Zidan, Hani I. Qaddoura Zidan No 118 Ronald L. Glas No 118.01 No 118.02 No 119 Edward C. Zeman No 120 Edward C. Zeman No UPFRONT ESCROW --------------------------------------------------------------------------------------------- Loan # Upfront CapEx Reserve Upfront Eng. Reserve Upfront Envir. Reserve Upfront TI/LC Reserve - ------ --------------------- -------------------- ---------------------- --------------------- 1 0.00 0.00 0.00 0.00 1.01 1.02 1.03 1.04 1.05 1.06 1.07 1.08 1.09 1.1 1.11 1.12 1.13 1.14 1.15 1.16 1.17 1.18 2 0.00 903,006.00 0.00 31,000,000.00 2.01 2.02 4 0.00 0.00 0.00 4,000,000.00 6 0.00 0.00 0.00 0.00 6.01 6.02 6.03 6.04 6.05 6.06 6.07 9 0.00 0.00 0.00 0.00 10 0.00 0.00 0.00 0.00 11 0.00 0.00 0.00 0.00 12 0.00 0.00 0.00 0.00 13 0.00 1,000,000.00 437,500.00 0.00 14 0.00 0.00 0.00 0.00 15 0.00 17,040.00 48,000.00 0.00 17 0.00 0.00 0.00 0.00 21 0.00 0.00 0.00 0.00 24 0.00 0.00 0.00 0.00 26 0.00 0.00 300,000.00 0.00 28 0.00 0.00 0.00 0.00 29 0.00 0.00 0.00 0.00 31 0.00 0.00 0.00 0.00 32 0.00 0.00 0.00 0.00 37 0.00 0.00 0.00 0.00 38 0.00 6,250.00 0.00 0.00 40 0.00 0.00 0.00 0.00 42 0.00 0.00 0.00 0.00 44 97,000.00 0.00 0.00 0.00 46 22,533.10 0.00 0.00 325,000.00 47 0.00 0.00 0.00 0.00 50 0.00 0.00 0.00 0.00 51 0.00 9,375.00 0.00 90,000.00 52 0.00 13,033.00 0.00 0.00 54 0.00 0.00 0.00 0.00 58 0.00 0.00 0.00 0.00 59 0.00 12,500.00 0.00 0.00 62 0.00 0.00 0.00 0.00 64 0.00 47,765.00 0.00 0.00 66 0.00 0.00 0.00 0.00 67 20,000.00 8,750.00 0.00 200,000.00 68 0.00 0.00 0.00 0.00 69 0.00 0.00 0.00 55,704.36 70 282,967.00 0.00 0.00 0.00 71 0.00 137,938.00 0.00 0.00 76 0.00 235,228.00 0.00 120,000.00 79 0.00 191,233.00 0.00 0.00 80 0.00 0.00 0.00 0.00 83 0.00 0.00 0.00 0.00 84 94,556.00 0.00 0.00 0.00 85 0.00 0.00 0.00 0.00 89 0.00 0.00 0.00 0.00 90 0.00 0.00 0.00 0.00 91 600,000.00 13,375.00 0.00 0.00 92 0.00 0.00 0.00 0.00 93 0.00 0.00 0.00 0.00 94 0.00 0.00 0.00 0.00 96 0.00 12,687.50 0.00 0.00 97 0.00 46,750.00 0.00 0.00 98 0.00 0.00 0.00 0.00 99 0.00 0.00 0.00 0.00 100 0.00 0.00 0.00 0.00 103 0.00 0.00 0.00 0.00 104 0.00 0.00 0.00 0.00 105 0.00 7,300.00 0.00 0.00 106 0.00 0.00 0.00 0.00 107 0.00 0.00 0.00 0.00 110 0.00 0.00 0.00 50,000.00 111 0.00 0.00 0.00 0.00 112 0.00 23,469.00 0.00 0.00 113 0.00 0.00 0.00 0.00 114 0.00 0.00 0.00 0.00 115 0.00 41,875.00 0.00 0.00 118 0.00 0.00 0.00 0.00 118.01 118.02 119 0.00 0.00 0.00 0.00 120 0.00 16,250.00 0.00 0.00 MONTHLY ESCROW --------------------------------------------------------------------- --------------------- Loan # Upfront RE Tax Reserve Upfront Ins. Reserve Upfront Other Reserve Monthly Capex Reserve - ------ ---------------------- -------------------- --------------------- - --------------------- 1 0.00 0.00 0.00 0.00 1.01 1.02 1.03 1.04 1.05 1.06 1.07 1.08 1.09 1.1 1.11 1.12 1.13 1.14 1.15 1.16 1.17 1.18 2 7,007,181.38 0.00 8,307,000.00 0.00 2.01 2.02 4 296,657.12 41,558.50 1,700,000.00 4633.00 6 0.00 0.00 0.00 0.00 6.01 6.02 6.03 6.04 6.05 6.06 6.07 9 0.00 0.00 0.00 0.00 10 78,187.17 5,507.17 192,915.00 937.00 11 0.00 0.00 0.00 0.00 12 112,497.91 6,256.67 0.00 943.51 13 31,078.10 0.00 0.00 2873.17 14 110,583.27 77,587.08 0.00 38523.00 15 175,000.00 20,578.75 0.00 6250.00 17 168,692.48 13,566.67 0.00 1909.50 21 34,143.43 2,957.33 0.00 2849.17 24 0.00 19,634.37 0.00 5464.08 26 0.00 0.00 0.00 0.00 28 155,947.33 9,953.25 0.00 672.42 29 26,851.88 3,444.00 0.00 1065.63 31 100,427.31 53,992.17 0.00 3310.00 32 0.00 0.00 0.00 0.00 37 0.00 0.00 0.00 0.00 38 57,562.73 53,564.25 0.00 5897.67 40 0.00 0.00 0.00 0.00 42 0.00 0.00 0.00 0.00 44 110,092.81 16,390.00 0.00 1457.00 46 21,587.26 0.00 0.00 0.00 47 228,517.60 20,317.00 0.00 0.00 50 107,989.80 1,712.42 0.00 2072.70 51 42,829.52 3,869.75 28,125.00 683.33 52 172,036.63 0.00 0.00 2613.42 54 28,914.73 11,762.50 0.00 1943.75 58 135,811.13 21,781.67 0.00 4812.50 59 53,821.19 23,700.00 0.00 6600.00 62 6,375.95 6,455.58 0.00 0.00 64 64,749.73 0.00 0.00 650.69 66 20,750.16 0.00 0.00 6749.54 67 13,641.50 2,475.25 0.00 1245.00 68 54,027.97 15,208.50 0.00 1274.70 69 12,466.23 0.00 0.00 0.00 70 36,898.00 45,119.25 0.00 3343.34 71 22,007.15 28,723.50 0.00 2830.14 76 94,060.83 9,989.12 94,000.00 200.00 79 43,750.00 15,620.95 0.00 5283.44 80 9,796.86 4,778.25 0.00 1412.96 83 5,785.91 9,994.50 0.00 2168.50 84 17,479.95 4,126.75 0.00 929.25 85 75,124.41 0.00 0.00 0.00 89 0.00 1,639.33 0.00 794.00 90 65,552.92 2,466.00 0.00 774.60 91 0.00 6,301.75 0.00 3012.01 92 47,074.50 11,240.25 0.00 895.00 93 37,359.51 3,170.75 0.00 1419.08 94 14,994.03 5,301.00 0.00 5512.00 96 12,256.10 0.00 0.00 350.69 97 12,545.36 0.00 0.00 388.89 98 128,625.81 19,043.75 0.00 2389.29 99 0.00 0.00 0.00 0.00 100 29,629.13 7,186.40 0.00 2138.00 103 42,607.17 4,910.83 0.00 1029.00 104 10,061.75 2,958.50 0.00 856.61 105 21,928.48 13,743.75 0.00 201.60 106 26,989.55 0.00 0.00 175.35 107 0.00 0.00 0.00 0.00 110 4,682.00 2,431.00 0.00 287.11 111 44,226.97 9,425.00 0.00 2083.33 112 697.64 0.00 0.00 271.00 113 0.00 0.00 0.00 179.09 114 12,163.67 3,775.09 0.00 0.00 115 14,898.82 10,048.50 0.00 1571.72 118 62,160.63 13,505.88 0.00 1150.00 118.01 118.02 119 3,549.66 0.00 0.00 255.82 120 22,234.69 0.00 0.00 212.17 ---------------------------------------------------------------------------------------------- Loan # Monthly Envir. Reserve Monthly TI/LC Reserve Monthly RE Tax Reserve Monthly Ins. Reserve - ------ ---------------------- --------------------- ---------------------- -------------------- 1 0.00 0.00 0.00 0.00 1.01 1.02 1.03 1.04 1.05 1.06 1.07 1.08 1.09 1.1 1.11 1.12 1.13 1.14 1.15 1.16 1.17 1.18 2 0.00 0.00 1557151.42 0.00 2.01 2.02 4 0.00 0.00 74164.28 13852.83 6 0.00 0.00 0.00 0.00 6.01 6.02 6.03 6.04 6.05 6.06 6.07 9 0.00 0.00 0.00 0.00 10 0.00 8333.33 78187.17 5507.17 11 0.00 0.00 0.00 0.00 12 0.00 0.00 56248.95 3128.33 13 0.00 0.00 31078.10 0.00 14 0.00 0.00 27645.82 15517.42 15 0.00 15000.00 68900.00 4115.75 17 0.00 0.00 12976.34 3391.67 21 0.00 16667.00 34143.43 1478.67 24 0.00 0.00 26487.54 3926.87 26 0.00 0.00 0.00 0.00 28 0.00 5000.00 19493.42 1105.92 29 0.00 4329.00 13425.94 1722.00 31 0.00 12500.00 10042.73 3856.58 32 0.00 0.00 0.00 0.00 37 0.00 0.00 0.00 0.00 38 0.00 0.00 19187.58 5951.58 40 0.00 0.00 0.00 0.00 42 0.00 0.00 0.00 0.00 44 0.00 6250.00 15727.54 2731.67 46 0.00 7000.00 10793.62 0.00 47 0.00 0.00 22851.76 1847.00 50 0.00 5000.00 13498.73 1712.42 51 0.00 6271.38 7138.25 1289.92 52 0.00 7333.33 19115.18 0.00 54 0.00 0.00 3212.75 1960.42 58 0.00 0.00 19401.59 5445.42 59 0.00 0.00 26910.60 7900.00 62 0.00 2084.00 8077.17 496.58 64 0.00 0.00 16187.43 0.00 66 0.00 0.00 10375.08 0.00 67 0.00 6083.33 6820.75 825.08 68 0.00 0.00 4911.63 1689.83 69 0.00 0.00 12466.23 0.00 70 0.00 0.00 12299.33 5013.25 71 0.00 0.00 7335.72 3191.50 76 0.00 5000.00 9406.08 1664.85 79 0.00 0.00 5468.75 5206.98 80 0.00 0.00 9796.86 1592.75 83 0.00 5000.00 5785.91 1110.50 84 0.00 3333.33 5826.65 1375.58 85 0.00 12500.00 9390.55 0.00 89 0.00 4584.00 4047.27 409.83 90 0.00 4167.33 7283.66 411.00 91 0.00 0.00 13073.84 2100.58 92 0.00 0.00 5230.50 1248.92 93 0.00 2083.33 4151.06 1056.91 94 0.00 0.00 1874.25 1767.00 96 0.00 0.00 2505.22 0.00 97 0.00 0.00 3136.34 0.00 98 0.00 0.00 12862.58 2380.47 99 0.00 0.00 0.00 0.00 100 0.00 0.00 2962.91 2395.47 103 0.00 1281.00 8521.43 491.08 104 0.00 2127.67 3353.92 986.17 105 0.00 1172.92 2436.50 1527.08 106 0.00 0.00 6747.39 0.00 107 0.00 0.00 0.00 0.00 110 0.00 1750.00 2341.00 187.00 111 0.00 0.00 3685.58 3141.67 112 0.00 0.00 697.64 0.00 113 0.00 0.00 0.00 0.00 114 0.00 0.00 1216.37 471.89 115 0.00 0.00 2979.76 1674.75 118 0.00 0.00 6906.73 1689.12 118.01 118.02 119 0.00 0.00 1183.22 0.00 120 0.00 691.00 3705.78 0.00 Loan # Monthly Other Reserve Grace Period Lockbox In-place Property Type Defeasance Permitted - ------ --------------------- ------------ ---------------- -------------------- -------------------- 1 0.00 0 Yes Office Yes 1.01 0 No Office 1.02 0 No Office 1.03 0 No Office 1.04 0 No Office 1.05 0 No Office 1.06 0 No Office 1.07 0 No Office 1.08 0 No Office 1.09 0 No Office 1.1 0 No Office 1.11 0 No Office 1.12 0 No Office 1.13 0 No Office 1.14 0 No Office 1.15 0 No Office 1.16 0 No Office 1.17 0 No Office 1.18 0 No Office 2 0.00 10 Yes Office Yes 2.01 10 No Office 2.02 10 No Office 4 0.00 5 Yes Office Yes 6 0.00 7 Yes Various Yes 6.01 7 No Retail 6.02 7 No Retail 6.03 7 No Office 6.04 7 No Retail 6.05 7 No Retail 6.06 7 No Retail 6.07 7 No Office 9 0.00 10 Yes Hotel Yes 10 0.00 5 No Office Yes 11 0.00 7 Yes Retail Yes 12 0.00 5 No Office Yes 13 0.00 7 No Retail Yes 14 0.00 5 No Hotel Yes 15 0.00 5 No Industrial Yes 17 0.00 10 No Retail Yes 21 0.00 10 No Office Yes 24 0.00 7 No Multifamily Yes 26 0.00 7 No Industrial Yes 28 0.00 7 Yes Retail Yes 29 0.00 7 No Retail Yes 31 0.00 7 No Office Yes 32 0.00 0 No Hotel Yes 37 0.00 0 No Hotel Yes 38 0.00 7 No Multifamily Yes 40 0.00 7 Yes Office Yes 42 0.00 10 Yes Office Yes 44 0.00 7 No Office Yes 46 0.00 7 No Office Yes 47 0.00 10 No Mixed Use Yes 50 0.00 7 No Retail Yes 51 0.00 7 No Retail Yes 52 0.00 7 No Retail No 54 0.00 7 No Retail Yes 58 0.00 10 No Multifamily Yes 59 0.00 7 No Multifamily Yes 62 0.00 7 No Office Yes 64 0.00 7 No Manufactured Housing Yes 66 0.00 10 Yes Hotel Yes 67 0.00 7 No Office Yes 68 0.00 10 No Multifamily Yes 69 0.00 7 No Office Yes 70 0.00 7 No Multifamily Yes 71 0.00 7 No Multifamily Yes 76 0.00 7 No Office Yes 79 0.00 7 No Multifamily Yes 80 0.00 7 No Retail Yes 83 0.00 7 No Office Yes 84 0.00 7 Yes Retail Yes 85 0.00 7 No Office Yes 89 0.00 7 No Office Yes 90 0.00 10 No Office Yes 91 0.00 7 No Multifamily Yes 92 0.00 7 No Multifamily Yes 93 0.00 7 No Retail Yes 94 0.00 7 No Hotel Yes 96 0.00 7 No Manufactured Housing Yes 97 0.00 7 No Manufactured Housing Yes 98 0.00 7 No Multifamily Yes 99 0.00 7 Yes Retail Yes 100 0.00 7 No Multifamily Yes 103 0.00 7 No Retail Yes 104 0.00 7 No Retail Yes 105 0.00 7 No Retail Yes 106 0.00 7 No Manufactured Housing Yes 107 0.00 7 Yes Industrial Yes 110 0.00 7 No Retail Yes 111 0.00 7 No Multifamily No 112 0.00 7 No Manufactured Housing Yes 113 0.00 7 Yes Office Yes 114 0.00 10 No Office Yes 115 0.00 7 No Multifamily Yes 118 0.00 7 No Multifamily Yes 118.01 7 No Multifamily 118.02 7 No Multifamily 119 0.00 7 No Manufactured Housing Yes 120 0.00 7 No Office Yes Loan # Interest Accrual Period Loan Group Final Maturity Date Remaining Amortization Term for Balloon Loans - ------ ----------------------- ---------- ------------------- --------------------------------------------- 1 Actual/360 1 1.01 1 1.02 1 1.03 1 1.04 1 1.05 1 1.06 1 1.07 1 1.08 1 1.09 1 1.1 1 1.11 1 1.12 1 1.13 1 1.14 1 1.15 1 1.16 1 1.17 1 1.18 1 2 Actual/360 1 2.01 1 2.02 1 4 Actual/360 1 6 Actual/360 1 6.01 1 6.02 1 6.03 1 6.04 1 6.05 1 6.06 1 6.07 1 9 Actual/360 1 10 Actual/360 1 360 11 Actual/360 1 12 Actual/360 1 360 13 Actual/360 1 360 14 Actual/360 1 360 15 Actual/360 1 360 17 Actual/360 1 360 21 Actual/360 1 360 24 Actual/360 2 360 26 Actual/360 1 360 28 Actual/360 1 360 29 Actual/360 1 360 31 Actual/360 1 360 32 Actual/360 1 240 37 Actual/360 1 240 38 Actual/360 2 360 40 Actual/360 1 360 42 Actual/360 1 300 44 Actual/360 1 360 46 Actual/360 1 360 47 Actual/360 1 360 50 Actual/360 1 360 51 Actual/360 1 360 52 Actual/360 1 360 54 Actual/360 1 360 58 Actual/360 2 360 59 Actual/360 2 360 62 Actual/360 1 360 64 Actual/360 1 360 66 Actual/360 1 300 67 Actual/360 1 360 68 Actual/360 2 360 69 Actual/360 1 360 70 Actual/360 2 360 71 Actual/360 2 360 76 Actual/360 1 360 79 Actual/360 2 360 80 Actual/360 1 360 83 Actual/360 1 360 84 Actual/360 1 360 85 Actual/360 1 360 89 Actual/360 1 360 90 Actual/360 1 360 91 Actual/360 2 360 92 Actual/360 2 360 93 Actual/360 1 360 94 Actual/360 1 360 96 Actual/360 2 360 97 Actual/360 2 360 98 Actual/360 2 360 99 Actual/360 1 360 100 Actual/360 2 360 103 Actual/360 1 360 104 Actual/360 1 360 105 Actual/360 1 360 106 Actual/360 1 360 107 Actual/360 1 360 110 Actual/360 1 360 111 Actual/360 2 360 112 Actual/360 1 360 113 Actual/360 1 360 114 Actual/360 1 360 115 Actual/360 2 360 118 Actual/360 2 360 118.01 2 360 118.02 2 360 119 Actual/360 1 360 120 Actual/360 1 300
EXHIBIT B REPRESENTATIONS AND WARRANTIES OF THE SELLER (1) No Mortgage Loan is 30 days or more delinquent in payment of principal and interest (without giving effect to any applicable grace period) as of the Cut-off Date and no Mortgage Loan has been 30 days or more (without giving effect to any applicable grace period) past due. (2) Except with respect to the ARD Loans, which provide that the rate at which interest accrues thereon increases after the Anticipated Repayment Date, the Mortgage Loans (exclusive of any default interest, late charges or prepayment premiums) are fixed rate mortgage loans with terms to maturity, at origination or as of the most recent modification, as set forth in the Mortgage Loan Schedule. (3) The information pertaining to each Mortgage Loan set forth on the Mortgage Loan Schedule is true and correct in all material respects as of the Cut-off Date. (4) At the time of the assignment of the Mortgage Loans to the Purchaser, the Seller had good and marketable title to and was the sole owner and holder of, each Mortgage Loan, free and clear of any pledge, lien, encumbrance or security interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain Servicing Rights Purchase and Sale Agreement, dated as of September 1, 2006, between 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 and Sale Agreement, dated as of September 1, 2006, between 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) the related Mortgagor is not 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, and to the extent that the Mortgaged Property is a hotel, such personal property includes all personal property reasonably required to operate the related Mortgaged Property as it is currently being operated by the Mortgagor. 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 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 which were bonded or escrowed for or are insured against pursuant to the applicable Title Insurance Policy (as defined below). As of the Closing Date, to the Seller's knowledge, there are no mechanics' or other similar liens or claims which have been filed for work, labor or materials affecting the related Mortgaged Property which are or may be prior or equal to the lien of the Mortgage, except those that are bonded or escrowed for or which are insured against pursuant to the applicable Title Insurance Policy (as defined below), 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 a Mortgage Loan as shown on the Mortgage Loan Schedule. Notwithstanding the foregoing, no representation is made as to the perfection of any security interest in rent, operating revenues or other personal property to the extent that possession or control of such items or actions other than the filing of UCC Financing Statements are required in order to effect such perfection. (7) The related Mortgagor under each Mortgage Loan has good and indefeasible fee simple or, with respect to those Mortgage Loans described in clause (20) hereof, leasehold title to the related Mortgaged Property comprising real estate subject to any Permitted Encumbrances. (8) The Seller has received an American Land Title Association (ALTA) lender's title insurance policy or a comparable form of lender's title insurance policy (or escrow instructions binding on the Title Insurer (as defined below) and irrevocably obligating the Title Insurer to issue such title insurance policy 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. Such Title Insurance Policy contains no exception regarding the encroachment upon any material easements of any material permanent improvements located at the related Mortgaged Property for which the grantee of such easement has the ability to force removal of such improvement, or such Title Insurance Policy affirmatively insures (unless the related Mortgaged Property is located in a jurisdiction where such affirmative insurance is not available) against losses caused by forced removal of any material permanent improvements on the related Mortgaged Property that encroach upon any material easements. (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 certain acts of the related Mortgagor and/or its principals specified in the related Mortgage Loan documents, which acts generally include the following: (i) fraud or material misrepresentation, (ii) the misapplication or misappropriation of rents, insurance proceeds or condemnation awards, (iii) any act of actual waste, and (iv) any breach of the environmental covenants contained in the related Mortgage Loan documents. (b) The Mortgage Loan documents for each Mortgage Loan contain enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure, and there is no exemption available to the related Mortgagor which would interfere with such right of foreclosure except any statutory right of redemption or as may be limited by anti-deficiency 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 and no such alterations, impairments, modifications, or waivers have been completed or consented to since August 1, 2006. (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 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 impaired by any improvements which have not been completed. The Seller has not, nor, to the Seller's knowledge, have any of its agents or predecessors in interest with respect to the Mortgage Loan, in respect of payments due on the related Mortgage Note or Mortgage, directly or indirectly, advanced funds or induced, solicited or knowingly received any advance of funds by a party other than the Mortgagor other than (a) interest accruing on such Mortgage Loan from the date of such disbursement of such Mortgage Loan to the date which preceded by thirty (30) days the first payment date under the related Mortgage Note and (b) application and commitment fees, escrow funds, points and reimbursements for fees and expenses, incurred in connection with the origination and funding of the Mortgage Loan. (b) No Mortgage Loan has capitalized interest included in its principal balance, or provides for any shared appreciation rights or other equity participation therein and no contingent or additional interest contingent on cash flow or negative amortization (other than with respect to the deferment of payment with respect to ARD Loans) is due thereon. (c) Each Mortgage Loan identified in the Mortgage Loan Schedule as an ARD Loan starts to amortize no later than the Due Date of the calendar month immediately after the calendar month in which such ARD Loan closed and substantially fully amortizes over its stated term, which term is at least 60 months after the related Anticipated Repayment Date. Each ARD Loan has an Anticipated Repayment Date not less than seven years following the origination of such Mortgage Loan. If the related Mortgagor elects not to prepay its ARD Loan in full on or prior to the Anticipated Repayment Date pursuant to the existing terms of the Mortgage Loan or a unilateral option (as defined in Treasury Regulations under Section 1001 of the Code) in the Mortgage Loan exercisable during the term of the Mortgage Loan, (i) the Mortgage Loan's interest rate will step up to an interest rate per annum as specified in the related Mortgage Loan documents; provided, however, that payment of such Excess Interest shall be deferred until the principal of such ARD Loan has been paid in full; (ii) all or a substantial portion of the Excess Cash Flow (which is net of certain costs associated with owning, managing and operating the related Mortgaged Property) collected after the Anticipated Repayment Date shall be applied towards the prepayment of such ARD Loan and once the principal balance of an ARD Loan has been reduced to zero all Excess Cash Flow will be applied to the payment of accrued Excess Interest; and (iii) if the property manager for the related Mortgaged Property can be removed by or at the direction of the mortgagee on the basis of a debt service coverage test, the subject debt service coverage ratio shall be calculated without taking account of any increase in the related Mortgage Interest Rate on such Mortgage Loan's Anticipated Repayment Date. No ARD Loan provides that the property manager for the related Mortgaged Property can be removed by or at the direction of the mortgagee solely because of the passage of the related Anticipated Repayment Date. (d) Each Mortgage Loan identified in the Mortgage Loan Schedule as an ARD Loan with a hard lockbox requires that tenants at the related Mortgaged Property shall (and each Mortgage Loan identified in the Mortgage Loan Schedule as an ARD Loan with a springing lockbox requires that tenants at the related Mortgaged Property shall, upon the occurrence of a specified trigger event, including, but not limited to, the occurrence of the related Anticipated Repayment Date) make rent payments into a lockbox controlled by the holder of the Mortgage Loan and to which the holder of the Mortgage Loan has a first perfected security interest; provided however, with respect to each ARD Loan which is secured by a multi-family property with a hard lockbox, or with respect to each ARD Loan which is secured by a multi-family property with a springing lockbox, upon the occurrence of a specified trigger event, including, but not limited to, the occurrence of the related Anticipated Repayment Date, tenants either pay rents to a lockbox controlled by the holder of the Mortgage Loan or deposit rents with the property manager who will then deposit the rents into a lockbox controlled by the holder of the Mortgage Loan. (15) The terms of the Mortgage Loan documents evidencing such Mortgage Loan comply in all material respects with all applicable local, state and federal laws, regulations and the Seller has complied with all material requirements pertaining to the origination, funding and servicing of the Mortgage Loans, including but not limited to, usury and any and all other material requirements of any federal, state or local law to the extent non-compliance would have a material adverse effect on the Mortgage Loan. (16) To the Seller's knowledge and subject to clause (37) hereof, as of the date of origination of the Mortgage Loan, based on inquiry customary in the industry, and to the Seller's actual knowledge and subject to clause (37) hereof, as of the Closing Date, the related Mortgaged Property is, in all material respects, in compliance with, and is used and occupied in accordance with, all restrictive covenants of record applicable to such Mortgaged Property and applicable zoning laws and all inspections, licenses, permits and certificates of occupancy required by law, ordinance or regulation to be made or issued with regard to the Mortgaged Property have been obtained and are in full force and effect, except to the extent (a) any material non-compliance with all restrictive covenants of record applicable to such Mortgaged Property or applicable zoning laws is insured by an ALTA lender's title insurance policy (or binding commitment therefor), or the equivalent as adopted in the applicable jurisdiction, or a law and ordinance insurance policy, or (b) the failure to obtain or maintain such inspections, licenses, permits or certificates of occupancy does not materially impair or materially and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination of the Mortgage Loan or the rights of a holder of the related Mortgage Loan. (17) All (a) taxes, water charges, sewer rents, assessments or other similar outstanding governmental charges and governmental assessments which became due and owing prior to the Closing Date in respect of the related Mortgaged Property (excluding any related personal property), and if left unpaid, would be, or might become, a lien on such Mortgaged Property having priority over the related Mortgage and (b) insurance premiums or ground rents which became due and owing prior to the Closing Date in respect of the related Mortgaged Property (excluding any related personal property), have been paid, or if disputed, or if such amounts are not delinquent prior to the Closing Date, an escrow of funds in an amount sufficient (together with escrow payments required to be made prior to delinquency) to cover such taxes and assessments and any late charges due in connection therewith has been established. As of the date of origination, the related Mortgaged Property was one or more separate and complete tax parcels. For purposes of this representation and warranty, the items identified herein shall not be considered due and owing until the date on which interest or penalties would be first payable thereon. (18) To the Seller's knowledge based on surveys or the Title Insurance Policy, (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; provided, that solely for purposes of this Representation 19(b), the Seller's knowledge shall include the knowledge of any servicer that has serviced the Mortgage Loan on behalf of the Seller. The "knowledge" of any such Seller as it relates to the knowledge of any servicer shall be deemed to be knowledge derived from the servicer by the Seller based on a specific inquiry regarding 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 nondisturbance agreement is obtained from the holder of any mortgage on the fee interest which is assignable to or for the benefit of the related lessee and the related mortgagee; (c) such Ground Lease 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) Except for those Mortgage Loans set forth on Schedule I hereto for which a lender's environmental insurance policy was obtained in lieu of an Environmental Site Assessment, an Environmental Site Assessment relating to each Mortgaged Property and prepared no earlier than 12 months prior to the Closing Date was obtained and reviewed by the Seller in connection with the origination of such Mortgage Loan and a copy is included in the Servicing File. (b) Such Environmental Site Assessment does not identify, and the Seller has no actual knowledge of, any adverse circumstances or conditions with respect to or affecting the Mortgaged Property that would constitute or result in a material violation of any Environmental Laws, other than with respect to a Mortgaged Property (i) for which environmental insurance (as set forth on Schedule II hereto) is maintained, or (ii) which would require any expenditure greater than 5% of the outstanding principal balance of such Mortgage Loan to achieve or maintain compliance in all material respects with any Environmental Laws for which adequate sums, but in no event less than 125% of the estimated cost as set forth in the Environmental Site Assessment, were reserved in connection with the origination of the Mortgage Loan and for which the related Mortgagor has covenanted to perform, or (iii) as to which the related Mortgagor or one of its affiliates is currently taking or required to take such actions (which may be the implementation of an operations and maintenance plan), if any, with respect to such conditions or circumstances as have been recommended by the Environmental Site Assessment or required by the applicable governmental authority, or (iv) as to which another responsible party not related to the Mortgagor with assets reasonably estimated by the Seller at the time of origination to be sufficient to effect all necessary or required remediation identified in a notice or other action from the applicable governmental authority is currently taking or required to take such actions, if any, with respect to such regulatory authority's order or directive, or (v) as to which such conditions or circumstances identified in the Environmental Site Assessment were investigated further and based upon such additional investigation, an environmental consultant recommended no further investigation or remediation, or (vi) as to which a party with financial resources reasonably estimated to be adequate to cure the condition or circumstance provided a guaranty or indemnity to the related Mortgagor or to the mortgagee to cover the costs of any required investigation, testing, monitoring or remediation, or (vii) as to which the related Mortgagor or other responsible party obtained a "No Further Action" letter or other evidence reasonably acceptable to a prudent commercial mortgage lender that applicable federal, state, or local governmental authorities had no current intention of taking any action, and are not requiring any action, in respect of such condition or circumstance, or (viii) which would not require substantial cleanup, remedial action or other extraordinary response under any Environmental Laws reasonably estimated to cost in excess of 5% of the outstanding principal balance of such Mortgage Loan; (c) To the Seller's actual knowledge and in reliance upon the Environmental Site Assessment, except for any Hazardous Materials being handled in accordance with applicable Environmental Laws and except for any Hazardous Materials present at such Mortgaged Property for which, to the extent that an Environmental Site Assessment recommends remediation or other action, (A) there exists either (i) environmental insurance with respect to such Mortgaged Property (as set forth on Schedule II hereto) or (ii) an amount in an escrow account pledged as security for such Mortgage Loan under the relevant Mortgage Loan documents equal to no less than 125% of the amount estimated in such Environmental Site Assessment as sufficient to pay the cost of such remediation or other action in accordance with such Environmental Site Assessment or (B) one of the statements set forth in clause (b) above is true, (1) such Mortgaged Property is not being used for the treatment or disposal of Hazardous Materials; (2) no Hazardous Materials are being used or stored or generated for off-site disposal or otherwise present at such Mortgaged Property other than Hazardous Materials of such types and in such quantities as are customarily used or stored or generated for off-site disposal or otherwise present in or at properties of the relevant property type; and (3) such Mortgaged Property is not subject to any environmental hazard (including, without limitation, any situation involving Hazardous Materials) which under the Environmental Laws would have to be eliminated before the sale of, or which could otherwise reasonably be expected to adversely affect in more than a de minimis manner the value or marketability of, such Mortgaged Property. (d) The related Mortgage or other Mortgage Loan documents contain covenants on the part of the related Mortgagor requiring its compliance with any present or future federal, state and local Environmental Laws and regulations in connection with the Mortgaged Property. The related Mortgagor (or an affiliate thereof) has agreed to indemnify, defend and hold the Seller, and its successors and assigns, harmless from and against any and all losses, liabilities, damages, penalties, fines, expenses and claims of whatever kind or nature (including attorneys' fees and costs) imposed upon or incurred by or asserted against any such party resulting from a breach of the environmental representations, warranties or covenants given by the related Mortgagor in connection with such Mortgage Loan. (e) Each of the Mortgage Loans which is covered by a lender's environmental insurance policy obtained in lieu of an Environmental Site Assessment ("In Lieu of Policy") is identified on Schedule I, and each In Lieu of Policy is in an amount equal to 125% of the outstanding principal balance of the related Mortgage Loan and has a term ending no sooner than the 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 or 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. If the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, 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. 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 order to evaluate the structural and seismic condition of such property, for the sole purpose of assessing the probable maximum loss ("PML") for the Mortgaged Property in the event of an earthquake. In such instance, the PML was based on a 450 or 475 year return period, an exposure period of 50 years and a 10% probability of exceedence. If the resulting report concluded that the PML would exceed 20% of the amount of the replacement costs of the improvements, earthquake insurance on such Mortgaged Property was obtained by an insurer rated at least "A-:VIII" by A.M. Best Company or "A-" (or the equivalent) from Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., Fitch, Inc. or Moody's Investors Service, Inc. To the Seller's actual knowledge, the insurer issuing each of the foregoing insurance policies is qualified to write insurance in the jurisdiction where the related Mortgaged Property is located. (23) All amounts required to be deposited by each Mortgagor at origination under the related Mortgage Loan documents have been deposited or have been withheld from the related Mortgage Loan proceeds at origination and there are no deficiencies with regard thereto. (24) Whether or not a Mortgage Loan was originated by the Seller, to the Seller's knowledge, with respect to each Mortgage Loan originated by the Seller and each Mortgage Loan originated by any Person other than the Seller, as of the date of origination of the related Mortgage Loan, and, to the Seller's actual knowledge, with respect to each Mortgage Loan originated by the Seller and any prior holder of the Mortgage Loan, as of the Closing Date, there are no actions, suits, arbitrations or governmental investigations or proceedings by or before any court or other governmental authority or agency now pending against or affecting the Mortgagor under any Mortgage Loan or any of the Mortgaged Properties which, if determined against such Mortgagor or such Mortgaged Property, would materially and adversely affect the value of such Mortgaged Property, the security intended to be provided with respect to the related Mortgage Loan, or the ability of such Mortgagor and/or the current use of such Mortgaged Property to generate net cash flow to pay principal, interest and other amounts due under the related Mortgage Loan; and to the Seller's actual knowledge there are no such actions, suits or proceedings threatened against such Mortgagor. (25) The origination (or acquisition, as the case may be), servicing and collection practices used by the Seller or, to the knowledge of the Seller, any predecessor or prior servicer with respect to the Mortgage Loan, have been in all material respects legal and have met customary industry standards. (26) The originator of the Mortgage Loan or the Seller has inspected or caused to be inspected each related Mortgaged Property within the 12 months prior to the Closing Date. (27) The Mortgage Loan documents require the Mortgagor to provide the holder of the Mortgage Loan with at least annual operating statements, financial statements and except for Mortgage Loans for which the related Mortgaged Property is leased to a single tenant, rent rolls. (28) All escrow deposits and payments required by the terms of each Mortgage Loan are in the possession, or under the control of the Seller, 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). The Mortgage Loan documents require the Mortgagor to pay all reasonable fees and expenses of the holder of the Mortgage associated with assumptions or transfers of interest in connection with any repayment of the Mortgage Loan on the related Mortgaged Property. 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 fees, including, without limitation, reasonable attorney's fees, associated with the defeasance of the Mortgage Loan and all other expenses associated with the defeasance, or (b) provide all opinions required under the related Mortgage Loan documents, and in the case of any Mortgage Loan with an outstanding principal balance as of the Cut-off Date of $40,000,000 or greater, (1) a 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 clause (34) hereof) sufficient to make all scheduled payments with respect to such defeased amount, or such release is otherwise in accordance with the terms of the Mortgage Loan documents. (36) Each Mortgaged Property is owned by the related Mortgagor, except for Mortgaged Properties which are secured in whole or in a part by a Ground Lease and for out-parcels, and is used and occupied for commercial or multifamily residential purposes in accordance with applicable law. (37) Any 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) and otherwise appropriate for the use in which the Mortgaged Property is currently being utilized. (42) None of the Mortgage Loan documents contain any provision that expressly excuses the related borrower from obtaining and maintaining insurance coverage for acts of terrorism 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. 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) 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 a director, officer, employee or agent of the Seller responsible for the underwriting, origination and sale of the Mortgage Loans does not actually know of any facts or circumstances that would cause such person to believe that such representation or warranty was inaccurate. SCHEDULE I MORTGAGE LOANS FOR WHICH A LENDER'S ENVIRONMENTAL POLICY WAS OBTAINED IN LIEU OF AN ENVIRONMENTAL SITE ASSESSMENT None. SCHEDULE II MORTGAGED PROPERTY FOR WHICH ENVIRONMENTAL INSURANCE 1. RREEF Silicon Valley Office Portfolio (all properties) 2. Centro Portfolio (Campus Village and Century Plaza properties) 3. FILA USA Distribution Facility
EXHIBIT C JPMCC 2006 - CIBC16 Exceptions to Representations Representation #(4) - ------------------- Loan Number Loan Name Description of Exception - ------------------------------------------------------------------------------------------------------------------------------------ 2 One & Two Prudential Plazas The Mortgaged Property secures the Mortgage Loan and another note, which is pari passu with the Mortgage Note which evidences the Mortgage Loan, but such other note is not included in the trust fund and has been previously sold by the Seller. The purchaser of such note has an interest in the Mortgage File related to such Mortgage Loan. 111 Liberty Arms Apartments The Mortgaged Property secures the Mortgage Loan and a B-Note held by CBA Mezzanine Capital Finance, LLC. 44 23-27 Robert Pitt Drive The Mortgaged Property secures the Mortgage Loan and a B-Note held by CBA Mezzanine Capital Finance, LLC. 59 Standard Woods Apartments The Mortgaged Property secures the Mortgage Loan and a B-Note held by CBA Mezzanine Capital Finance, LLC. 1 RREEF Silicon Valley Office The Mortgaged Property secures the Mortgage Loan (consisting of a Fixed Portfolio Rate A-1 Note), a Fixed Rate A-2 Note (which is pari passu with the Mortgage Loan and is not included in the trust fund) and a Floating Rate A Note and Floating Rate B Note (which are pari passu with the Mortgage Loan and Fixed Rate A-2 Note and are not included in the trust fund). Representation #(6) - ------------------- Loan Number Loan Name Description of Exception - ------------------------------------------------------------------------------------------------------------------------------------ 2 One & Two Prudential Plazas The Mortgaged Property secures the Mortgage Loan and another note, which is pari passu with the Mortgage Note which evidences the Mortgage Loan, but such other note is not included in the trust fund. 89 177-179 Admiral Cochrane Drive The Mortgaged Loan is structured as an indemnity deed of trust ("IDOT"), under which the Mortgage Note is secured by an indemnity guaranty, which indemnity guaranty is secured by the fee interest in the Mortgaged Property. The guarantor of the Mortgage Note owns the Mortgaged Property and thus has an interest in the lease payments. 94 Lexington Park Fairfield Inn The Mortgaged Loan is structured as an IDOT, under which the Mortgage Note is secured by an indemnity guaranty, which indemnity guaranty is secured by the fee interest in the Mortgaged Property. The guarantor of the Mortgage Note owns the Mortgaged Property and thus has an interest in the lease payments. 113 Citizens National Bank Building The Mortgaged Loan is structured as an IDOT, under which the Mortgage Note is secured by an indemnity guaranty, which indemnity guaranty is secured by the fee interest in the Mortgaged Property. The guarantor of the Mortgage Note owns the Mortgaged Property and thus has an interest in the lease payments. 62 5283 Corporate Drive The Mortgaged Loan is structured as an IDOT, under which the Mortgage Note is secured by an indemnity guaranty, which indemnity guaranty is secured by the fee interest in the Mortgaged Property. The guarantor of the Mortgage Note owns the Mortgaged Property and thus has an interest in the lease payments. 6 Centro Portfolio A portion of the Mortgaged Loan is structured as an IDOT, under which the Mortgage Note is secured by an indemnity guaranty, which indemnity guaranty is secured by the fee interest in the Mortgaged Property. A guarantor of the Mortgage Note owns one of the Mortgaged Properties and thus has an interest in the lease payments. 1 RREEF Silicon Valley Office The Mortgaged Property secures the Mortgage Loan (consisting of a Fixed Portfolio Rate A-1 Note), a Fixed Rate A-2 Note (which is pari passu with the Mortgage Loan and is not included in the trust fund) and a Floating Rate A Note and Floating Rate B Note (which are pari passu with the Mortgage Loan and Fixed Rate A-2 Note and are not included in the trust fund). 46 Newport Trade Center The mortgagee subordinated the deed of trust to a temporary construction easement (12 months) granted to the County of Orange. Representation #(7) - ------------------- Loan Number Loan Name Description of Exception - ------------------------------------------------------------------------------------------------------------------------------------ 89 177-179 Admiral Cochrane Drive Because the Mortgage Loan is structured for tax purposes as an IDOT, the guarantor of the Mortgage Note is the owner of the related Mortgaged Property instead of the related Mortgagor. 94 Lexington Park Fairfield Inn Because the Mortgage Loan is structured for tax purposes as an IDOT, the guarantor of the Mortgage Note is the owner of the related Mortgaged Property instead of the related Mortgagor. 113 Citizens National Bank Building Because the Mortgage Loan is structured for tax purposes as an IDOT, the guarantor of the Mortgage Note is the owner of the related Mortgaged Property instead of the related Mortgagor. 62 5283 Corporate Drive Because the Mortgage Loan is structured for tax purposes as an IDOT, the guarantor of the Mortgage Note is the owner of the related Mortgaged Property instead of the related Mortgagor. 6 Centro Portfolio Because a portion of the Mortgage Loan is structured for tax purposes as an IDOT, a guarantor of the Mortgage Note is the owner of one of the related Mortgaged Properties instead of the related Mortgagor. Representation #(10a) - --------------------- Loan Number Loan Name Description of Exception - ------------------------------------------------------------------------------------------------------------------------------------ 10 875 East Wisconsin The applicable non-recourse carveout for waste is limited to the extent cash flow from the Mortgaged Property is sufficient to prevent the waste. 69 Academy Point Atrium II The Mortgage Loan was made in connection with a Section 1031 reverse tax deferred exchange. So long as the exchange intermediary is the sole member of the Mortgagor, the non-recourse carveouts are limited solely to "the misapplication or misappropriation of insurance proceeds or condemnation awards." This limitation does not apply to any guarantor of the Mortgage Loan. The applicable non-recourse carveout concerning fraud or material misrepresentation is limited to affiliates, agents or employees under the control of the Mortgagor or guarantor. 2 One & Two Prudential Plazas The liability of one of the guarantors is limited to $25,000,000. The applicable non-recourse carveouts are limited to (i) "intentional material misrepresentation" (instead of "material misrepresentation"); (ii) "misapplication or misappropriation of rents after an event of default" (instead of "misapplication or misappropriation of rents"); and (iii) "actual intentional waste" (instead of "actual waste"). 26 FILA USA Distribution Facility There is no individual or entity other than the Mortgagor who is liable for the non-recourse carveouts. The non-recourse carveout for material misrepresentation has been limited to "intentional material misrepresentation" (instead of "material misrepresentation"). The non-recourse carveouts for fraud, willful misconduct or intentional material misrepresentations are limited to mortgagee's actual losses. The environmental indemnity contains a 5 year sunset provision. 68 Pembroke Pointe The applicable non-recourse carveouts are limited to "misapplication or misappropriation of rents during the continuance of an event of default" (instead of "misapplication or misappropriation of rents") and "misapplication or misappropriation of insurance proceeds or condemnation awards during the continuance of an event of default" (instead of "misapplication or misappropriation of insurance proceeds or condemnation awards"). Additionally, the applicable non-recourse carveouts are limited to (i) "intentional material misrepresentation" (instead of "material misrepresentation"), (ii) "intentional material actual waste" (instead of "actual waste") and (iii) "material breach of environmental covenants" (instead of "breach of environmental covenants"). 114 Crescendo Office The applicable non-recourse carveouts are limited to (i) "misappropriation of rents in violation of the Mortgage Loan documents" (instead of "misapplication or misappropriation of rents"); (ii) "misapplication or misappropriation of insurance proceeds or condemnation awards in violation of the Mortgage Loan documents (instead of "the misapplication or misappropriation of insurance proceeds or condemnation awards"); and (iii) willful misconduct which has a material adverse impact on the Mortgaged Property or actual intentional waste" (instead of "actual waste"). The applicable non-recourse carveouts are limited with respect to the guarantor only, not the Mortgagor. Only with respect to the applicable non-recourse carveout for "fraud, willful misconduct or material representation", there is no individual or entity other than the Mortgagor who is liable. 47 Concord Place The applicable non-recourse carveouts are limited to (i) "misappropriation of rents in violation of the Mortgage Loan documents" (instead of "misapplication or misappropriation of rents"); (ii) "misapplication or misappropriation of insurance proceeds or condemnation awards in violation of the Mortgage Loan documents (instead of "the misapplication or misappropriation of insurance proceeds or condemnation awards"); and (iii) willful misconduct which has a material adverse impact on the Mortgaged Property or actual intentional waste" (instead of "actual waste"). The applicable non-recourse carveouts are limited with respect to the guarantor only, not the Mortgagor. Only with respect to the applicable non-recourse carveout for "fraud, willful misconduct or material representation", there is no individual or entity other than the Mortgagor who is liable. 17 Fountain Place Shopping Center There is no individual or entity other than the Mortgagor who is liable for the non-recourse carveouts. 42 Infor Global Solutions Office The applicable non-recourse carveouts are limited to "the misapplication Building or misappropriation of rents during the continuance of an event of default" (instead of "misapplication or misappropriation"). The non-recourse carveout does not cover "actual waste". The environmental indemnity contains a 3 year sunset provision. 52 Montwood Shopping Center The applicable non-recourse carveout concerning fraud or material misrepresentation is limited to agents under the control of the Mortgagor or guarantor. 40 Nationwide Insurance Bldg The applicable non-recourse carveout concerning fraud or material misrepresentation is limited to affiliates, agents or employees under the control of the Mortgagor or guarantor. 106 Southwest Estates Waste is limited to any act or omission for which the foreseeable result would materially reduce the value of the Mortgaged Property. Failure to pay debt service, insurance premiums or property taxes is specifically excluded from the definition of waste. 112 Rockland Mobile Home Park Waste is limited to any act or omission for which the foreseeable result would materially reduce the value of the Mortgaged Property. Failure to pay debt service, insurance premiums or property taxes is specifically excluded from the definition of waste. 97 Mansard du Lac Waste is limited to any act or omission for which the foreseeable result would be to materially reduce the value of the Mortgaged Property. Failure to pay debt service, insurance premiums or property taxes is specifically excluded from the definition of waste. 119 Lakeside LLC Waste is limited to any act or omission for which the foreseeable result would be to materially reduce the value of the Mortgaged Property. Failure to pay debt service, insurance premiums or property taxes is specifically excluded from the definition of waste. 120 Olympia LLC Waste is limited to any act or omission for which the foreseeable result would be to materially reduce the value of the Mortgaged Property. Failure to pay debt service, insurance premiums or property taxes is specifically excluded from the definition of waste. 96 Book Walter Woods Waste is limited to any act or omission for which the foreseeable result would be to materially reduce the value of the Mortgaged Property. Failure to pay debt service, insurance premiums or property taxes is specifically excluded from the definition of waste. 64 Paradise LLC Waste is limited to any act or omission for which the foreseeable result would be to materially reduce the value of the Mortgaged Property. Failure to pay debt service, insurance premiums or property taxes is specifically excluded from the definition of waste. 21 Colwick Executive Center The applicable non-recourse carveout is limited to "actual intentional physical waste" (instead of "actual waste"). 9 Fairmont Hotel Dallas There is no individual or entity other than the Mortgagor who is liable for the non-recourse carveouts. 54 Gainesville Towne Center The applicable non-recourse carveouts are limited to (i) "intentional misapplication or misappropriation of insurance proceeds or condemnation awards" (instead of "misapplication or misappropriation of insurance proceeds or condemnation awards"); (ii) misapplication or misappropriation of rents after an event of default" (instead of "misapplication or misappropriation of rents"); and (iii) "actual intentional waste" (instead of "actual waste"). 13 Eastover Shopping Center There is no individual or entity other than the Mortgagor who is liable for the non-recourse carveouts with respect to misapplication or misappropriation of rents, insurance proceeds or condemnation awards or actual waste. The applicable non-recourse carveouts are limited to (i) "material intentional misrepresentation" (instead of "material misrepresentation") and (ii) "misapplication or misappropriation of rents collected more than 30 days in advance" (instead of "misapplication or misappropriation of rents"). 11 Westfield Richland Mall There is no individual or entity other than the Mortgagor who is liable for the non-recourse carveouts. 6 Centro Portfolio There is no individual or entity other than the Mortgagor who is liable for the non-recourse carveouts. 1 RREEF Silicon Valley Office Portfolio There is no individual or entity other than the Mortgagor who is liable for the non-recourse carveouts. The applicable non-recourse carveouts are limited to (i) "intentional misrepresentation" (instead of "material misrepresentation"); (ii) "misapplication or misappropriation of rents after the occurrence and during the continuance of a default or event of default and collected more than 30 days in advance" (instead of "misapplication or misappropriation of rents"); and (iii) "intentional waste" (instead of "actual waste"). Representation #(10c) - --------------------- Loan Number Loan Name Description of Exception - ------------------------------------------------------------------------------------------------------------------------------------ 89 177-179 Admiral Cochrane Drive The Mortgage Loan is structured as an IDOT, and while the related Mortgagor was the maker of the Mortgage Note, the Mortgage was given by the indemnity guarantor. 94 Lexington Park Fairfield Inn The Mortgage Loan is structured as an IDOT, and while the related Mortgagor was the maker of the Mortgage Note, the Mortgage was given by the indemnity guarantor. 113 Citizens National Bank Building The Mortgage Loan is structured as an IDOT, and while the related Mortgagor was the maker of the Mortgage Note, the Mortgage was given by the indemnity guarantor. 62 5283 Corporate Drive The Mortgage Loan is structured as an IDOT, and while the related Mortgagor was the maker of the Mortgage Note, the Mortgage was given by the indemnity guarantor. 6 Centro Portfolio A portion of the Mortgage Loan is structured as an IDOT, and while the related Mortgagor was the maker of the Mortgage Note, the Mortgage was given by an indemnity guarantor. Representation #(10d) - --------------------- Loan Number Loan Name Description of Exception - ------------------------------------------------------------------------------------------------------------------------------------ 2 One & Two Prudential Plazas The terms of certain Mortgage Loan documents were modified after August 1, 2006 to condition the completion of capital repairs only to the extent that the Mortgagor deems necessary to maintain the Mortgaged Property in good and safe condition. 64; 120; Paradise LLC; Olympia LLC; After August 1, 2006, certain Mortgage Loan documents were altered to 44; 107 23-27 Robert Pitt Drive; correct minor scriveners' errors. 2160 Erie Street 114 Crescendo Office The terms of certain Mortgage Loan documents were modified after August 1, 2006 to provide for guarantor indemnification for any losses that are the result of the Mortgagor not having a permanent certificate of occupancy. 10 875 East Wisconsin The terms of certain Mortgage Loan documents were modified after August 1, 2006 to include additional Mortgagors, as contemplated by the Mortgage Loan documents, and to consent to the transfer of ownership interests in an existing Mortgagor to a preapproved transferee. 1 RREEF Silicon Valley Office The terms of certain Mortgage Loan documents were modified after August Portfolio 1, 2006 to make the Fixed Rate A-2 Note, Floating Rate A Note and Floating Rate B Note pari passu with the Mortgage Loan and to change the amounts required to be escrowed for repairs to the Mortgaged Properties and the procedures for releasing such funds. 28 Westgate Shopping Center The previous Mortgagor sold the Mortgaged Property to a new Mortgagor who has assumed the Mortgage Loan. Representation #(12) - -------------------- Loan Number Loan Name Description of Exception - ------------------------------------------------------------------------------------------------------------------------------------ 2 One & Two Prudential Plazas One of the buildings may be released from the lien of the Mortgage upon payment of 115% of the Allocated Loan Amount if conveyed to a third party or 120% of the Allocated Loan Amount if conveyed to an affiliate in connection with a condominium conversion. 6 Centro Portfolio Each Centro 38 property may be released from the lien of the Mortgage upon defeasance of an amount equal to 110% of the allocated loan amount to such property. 1 RREEF Silicon Valley Office Each RREEF property may be released from the lien of the Mortgage upon Portfolio defeasance of an amount equal to between 105% and 115% of the allocated loan amount to such property. Representation #(14) - -------------------- Loan Number Loan Name Description of Exception - ------------------------------------------------------------------------------------------------------------------------------------ 62 5283 Corporate Drive The value of the Mortgaged Property reflected in the most recent appraisal is shown "as-stabilized" and assumes occupancy of space that has not yet occurred. The mortgagee established escrows at origination relating to the lease-up of the Mortgaged Property Representation #(16) - -------------------- Loan Number Loan Name Description of Exception - ------------------------------------------------------------------------------------------------------------------------------------ 114 Crescendo Office Pursuant to an undelivered items letter, the Mortgagor must obtain a permanent certificate of occupancy by October 16, 2006. The temporary certificate of occupancy expires November 30, 2006. The Mortgagor has agreed to indemnify the mortgagee for any losses that are the result of the Mortgagor not having a permanent certificate of occupancy. 118 Plaza Arms Apartment Portfolio One of the Plaza Arms Apartment Portfolio properties is legally nonconforming due to setback and area violations. According to the zoning report, the Mortgaged Property can be rebuilt as-is, provided less than 75% of the Mortgaged Property is destroyed. The Mortgagor has not obtained law and ordinance coverage. Any loss resulting from such nonconforming use is a full recourse event until the Mortgagor provides law and ordinance coverage acceptable to mortgagee. Both of the Plaza Arms Apartment Portfolio properties are legally nonconforming due to deficient parking. 40 Nationwide Insurance Building According to the zoning report, the Mortgaged Property is nonconforming, subject to the re-striping of an additional 2 parking spaces. 67 Skyline Leesburg Pike The Mortgagor is obligated to obtain non-residential use permits for all tenants and subtenants pursuant to the terms of the Mortgage Loan documents. 52 Montwood Shopping Center The Mortgaged Property is nonconforming due to deficient parking. The Mortgagor is required to re-stripe pursuant to applicable Mortgage Loan documents. 85 Stone Plaza Office Building The Mortgaged Property is nonconforming due to deficient parking. The Mortgagor is required to re-stripe pursuant to applicable Mortgage Loan documents. 80; 15; 111; 59 Wayne Heights Mall; Parkway Business Center; Liberty Arms Apartments; The respective Mortgaged Properties are legally Standard Woods Apartments nonconforming due to deficient parking. 80; 15; 111; 59 Wayne Heights Mall; The respective Mortgaged Properties are legally nonconforming due to Parkway Business Center; deficient parking. Liberty Arms Apartments; Standard Woods Apartments 1 RREEF Silicon Valley Office Five of the RREEF Silicon Valley Office Portfolio properties (Peery Park Portfolio Biotech, Peery Park I, Peery Park II, Macara A&B and Sunnyvale/Santa Clara/San Jose) are legally nonconforming due to excessive parking. Representation #(17) - -------------------- Loan Number Loan Name Description of Exception - ------------------------------------------------------------------------------------------------------------------------------------ 68 Pembroke Pointe The Mortgaged Property was subdivided immediately prior to origination of the Mortgage Loan and it is currently taxed with other property. Commencing with the tax year 2007, the Mortgaged Property will be assessed as two new separate and contiguous tax parcels, which tax parcels will include no property other than the Mortgaged Property. 93 Emporia Marketplace The related Mortgaged Property was recently administratively subdivided. Pursuant to an undelivered items letter, the Mortgagor has agreed to obtain a new tax identification number for the Mortgaged Property and provide proof of the new tax identification number within 30 days of receipt from the taxing authority. The additional parcel is not included as security for the Mortgage Loan. Until the Mortgagor provides the mortgagee with satisfactory evidence of a separate and new tax identification number and assessment by the taxing authority, the Mortgagor is required to escrow funds sufficient to pay all taxes and assessments on both the Mortgaged Property and the additional parcel. 28 Westgate Shopping Center The Mortgaged Property is included in a tax parcel which also contains a certain tract of undeveloped land consisting of approximately 8.165 acres which is located adjacent to the land (the "Outparcel"). The Mortgagor does not hold title to the Outparcel and it is not included as security for the Mortgage Loan. Until the Mortgaged Property is separated into a single tax parcel that does not include the Outparcel, the Mortgagor is required to escrow with the mortgagee funds sufficient to pay all taxes and assessments on both the Mortgaged Property and the Outparcel. Pursuant to the Mortgage Loan documents, the mortgagee is required to (i) separate the Mortgaged Property from the Outparcel so that the Mortgaged Property is a separate and distinct tax parcel, and (ii) have the Mortgaged Property platted separately from the Outparcel. Representation #(19a) - --------------------- Loan Number Loan Name Description of Exception - ------------------------------------------------------------------------------------------------------------------------------------ 47 Concord Place The mortgagee waived escrows for immediate repairs in the amount of $16,650 recommended by the property condition report. 2 One & Two Prudential Plazas The mortgagee waived escrows for immediate repairs in the amount of $205,840 recommended by the property condition report. 50; 4; 32; 104; 110; 93; 54 Times Square Shopping Center; Sequoia Plaza; Embassy Suites- Charlotte; Wythe Creek; Office The mortgagee waived escrows for immediate repairs in an Value; Emporia Marketplace; amount less than $5,000 recommended by the property Gainesville Towne Center condition report. 50; Times Square Shopping Center; The mortgagee;waived escrows for immediate repairs in an amount less 4; Sequoia Plaza; than $5,000 recommended by the property condition report. 32; Embassy Suites- Charlotte; 104; Wythe Creek; 110; Office Value; 93; Emporia Marketplace; 54 Gainesville Towne Center 37 Embassy Suites-Indianapolis The mortgagee waived escrows for immediate repairs in the amount of $100,000 recommended by the property condition report. The immediate repairs are being completed in conjunction with Mortgagor's current $5.3 million property improvement plan. 6 Centro Portfolio The mortgagee waived escrows for immediate repairs in the amount of $7,000 recommended by the property condition report for the Village of Mableton property. 1 RREEF Silicon Valley Office The property condition recommended immediate repairs in the amount of Portfolio $6,214,459. The mortgagee waived escrows for immediate repairs in the amount of $5,000,000 and the Mortgagor escrowed the remaining $1,518,458.70. 67 Skyline Leesburg Pike The Property Condition Assessment was completed more than twelve months prior to the cut-off date. 40 Nationwide Insurance Building The mortgagee waived escrows for immediate repairs in the amount of $5,000 recommended by the property condition report. 96 Book Walter Woods The property condition recommended immediate repairs in the amount of $25,150. The mortgagee waived escrows for immediate repairs in the amount of $15,000 and the Mortgagor escrowed 125% of the remaining $10,150. 14 Crowne Plaza Dulles Airport The mortgagee waived escrows for immediate repairs in the amount of $81,860 recommended by the property condition report. Representation #(20a-i) - ----------------------- Loan Number Loan Name Description of Exception - ------------------------------------------------------------------------------------------------------------------------------------ 1 RREEF Silicon Valley Office One of the RREEF Silicon Valley Office Portfolio properties (North Point Portfolio Business Park) includes a parking area which the Mortgagor holds pursuant to a ground lease, expiring on September 30, 2024. The parking area of the fee ownership portion of the Mortgaged Property is sufficient to satisfy current zoning requirements. Representation #(21a) - --------------------- Loan Number Loan Name Description of Exception - ------------------------------------------------------------------------------------------------------------------------------------ 67 Skyline Leesburg Pike The Phase I Environmental Assessment was completed more than twelve months prior to the origination date. 1 RREEF Silicon Valley Office Mortgagee obtained Environmental Desk Top reviews of existing Phase I Portfolio reports that were prepared for the Mortgagor as part of the acquisition. Representation #(21b) - --------------------- Loan Number Loan Name Description of Exception - ------------------------------------------------------------------------------------------------------------------------------------ 96 Book Walter Woods The Environmental Site Assessment recommended the implementation of an asbestos operations and maintenance plan ("O&M Plan"), but it was not required by the mortgagee at closing. The Mortgagor is not obligated to implement an O&M Plan unless and until subsequent demolition and/or remodeling is undertaken at the Mortgaged Property. Representation #(21d) - --------------------- Loan Number Loan Name Description of Exception - ------------------------------------------------------------------------------------------------------------------------------------ 42 Infor Global Solutions Office The environmental indemnity contains a 3 year sunset provision. Building 26 FILA USA Distribution Facility The environmental indemnity contains a 5 year sunset provision. Representation #(22) - -------------------- Loan Number Loan Name Description of Exception - ------------------------------------------------------------------------------------------------------------------------------------ 26 FILA USA Distribution Facility Mortgagor may maintain all-risk insurance with a deductible that does not exceed $50,000 so long as the Mortgagor or its affiliates control the Mortgaged Property. Mortgagor may maintain comprehensive commercial general liability insurance with a $5,000 deductible; provided however, that such deductible may be increased to not more than $100,000 so long as the Mortgagor or its affiliates control the Mortgaged Property. 111 Liberty Arms Apartments Mortgagor may maintain comprehensive commercial general liability insurance with a deductible that does not exceed $1,000. Evidence of renewal of insurance is due not less than 15 days prior to policy expiration (instead of 30 days). 17 Fountain Place Shopping Center Mortgagor may maintain comprehensive commercial general liability insurance with a deductible that does not exceed $1,000. 40 Nationwide Insurance Bldg Mortgagor may maintain comprehensive commercial general liability insurance with a deductible that does not exceed $10,000. 24 Orchards of Landen Mortgagor may maintain comprehensive commercial general liability insurance with a deductible that does not exceed $10,000. 9 Fairmont Hotel Dallas Mortgagor may maintain all-risk insurance and comprehensive commercial general liability insurance with a deductible that does not exceed $75,000 each. Instead of the customary 30 day notice, no evidence of renewal of insurance prior to policy expiration is necessary. 59 Standard Woods Apartments Mortgagor may maintain comprehensive commercial general liability insurance with a deductible that does not exceed $1,000. 58 Regal Court Apartments Mortgagor may maintain comprehensive commercial general liability insurance with a deductible that does not exceed $5,000. 32 Embassy Suites-Charlotte Mortgagor may maintain all-risk insurance with a deductible that does not exceed $100,000. For all-risk, business interruption, and boiler and machinery coverage, the Mortgagor is permitted to use a syndicate of insurance providers so long as at least seventy-five percent (75%) of the coverage (if there are four (4) or fewer members of the syndicate) or at least sixty percent (60%) of the coverage (if there are five (5) or more members of the syndicate) have a claims-paying ability of "A" by S&P or "A:VIII" by A.M. Best. The balance of the coverage for such insurance, if any, must be with insurance companies having a claims-paying ability of "BBB-" by S&P and "A:VIII" by A.M. Best. In addition, all other insurance shall be provided by providers with a claims-paying ability of "A" by all rating agencies and "A:IX" by A.M. Best. 37 Embassy Suites-Indianapolis Mortgagor may maintain all-risk insurance with a deductible that does not exceed $100,000. For all-risk, business interruption, and boiler and machinery coverage, the Mortgagor is permitted to use a syndicate of insurance providers so long as at least seventy-five percent (75%) of the coverage (if there are four (4) or fewer members of the syndicate) or at least sixty percent (60%) of the coverage (if there are five (5) or more members of the syndicate) have a claims-paying ability of "A" by S&P or "A:VIII" by A.M. Best. The balance of the coverage for such insurance, if any, must be with insurance companies having a claims-paying ability of "BBB-" by S&P and "A:VIII" by A.M. Best. In addition, all other insurance shall be provided by providers with a claims-paying ability of "A" by all rating agencies and "A:IX" by A.M. Best. 1 RREEF Silicon Valley Office Mortgagor may maintain all-risk insurance with a deductible that does Portfolio not exceed $100,000. The Mortgagor is required to carry Insurance Policies from carriers having a claims-paying ability rating of "A" or better (or the equivalent thereof) by at least two (2) of the rating agencies rating the Certificates, or, if only one rating agency is rating the Certificates, then only by such rating agency; provided, however, that if insurance is provided by a syndicate, the insurers will be acceptable if: (i) the first layer of coverage under such insurance will be provided by carriers with a minimum financial strength rating by S&P of "A" or better; (ii) 60% (75% if there are four or fewer members in the syndicate) of the aggregate limits under such Insurance Policies must be provided by carriers with a minimum financial strength rating from S&P of "A" or better and (iii) the financial strength rating from S&P for each carrier in the syndicate should be at least "BBB". The Mortgagor has the right to accept carriers with respect to earthquake coverage, which do not satisfy the rating requirements if the mortgagee determines there is a limited market availability for such carriers. 99 Walgreens-Summerville, SC Walgreens, the sole tenant of the Mortgaged Property under a triple net lease, self insures. Representation #(27) - -------------------- Loan Number Loan Name Description of Exception - ------------------------------------------------------------------------------------------------------------------------------------ 89 177-179 Admiral Cochrane Drive This loan is secured by an IDOT. The indemnity grantor, and not the Mortgagor, is required to provide financial information to the mortgagee. 94 Lexington Park Fairfield Inn This loan is secured by an IDOT. The indemnity grantor, and not the Mortgagor, is required to provide financial information to the mortgagee. 113 Citizens National Bank Building This loan is secured by an IDOT. The indemnity grantor, and not the Mortgagor, is required to provide financial information to the mortgagee. 62 5283 Corporate Drive This loan is secured by an IDOT. The indemnity grantor, and not the Mortgagor, is required to provide financial information to the mortgagee. 6 Centro Portfolio A portion of this loan is secured by an IDOT. With respect to the IDOT related property, the indemnity grantor, and not the Mortgagor, is required to provide financial information to the mortgagee. Representation #(29) - -------------------- Loan Number Loan Name Description of Exception - ------------------------------------------------------------------------------------------------------------------------------------ 6; 11 Centro Portfolio, Westfield Richland The original principal balance of the Centro Portfolio Mortgage Loan and Mall the Westfield Richland Mall Mortgage Loan, which loans are to Mortgagors under common sponsorship, represent more than 5% of the aggregate outstanding principal amount of all the mortgage loans included in the trust fund. Representation #(32) - -------------------- Loan Number Loan Name Description of Exception - ------------------------------------------------------------------------------------------------------------------------------------ 10 875 East Wisconsin One of the tenant in common Mortgagors is undertaking a reverse 1031 exchange (the "Reverse Investor"). In connection therewith, the limited liability company interests of the Reverse Investor are currently owned by a third party 1031 tax deferred exchange agent pursuant to an exchange agreement which requires the agent to transfer such membership interests to the parent of the Reverse Investor within 180 days. The foregoing transfer is preapproved and not subject to mortgagee's consent under the terms of the Mortgage Loan documents. Subject to the satisfaction of certain criteria, certain other transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. 69 Academy Point Atrium II The Mortgage Loan was made in connection with a Section 1031 reverse tax deferred exchange. The Mortgage Loan documents require the exchange intermediary to transfer controlling interests in the Mortgagor to the guarantor within 180 days of the origination date to consummate the tax deferred exchange. 47 Concord Place Subject to the satisfaction of certain criteria, certain other transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. 114 Crescendo Office Subject to the satisfaction of certain criteria, certain other transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. 2 One & Two Prudential Plazas Certain owners of the Mortgagor have pledged their ownership interests in the Mortgagor to secure a mezzanine loan in the amount of $60,000,000, which mezzanine loan is held by NRF Capital LP. Subject to the satisfaction of certain conditions, the Mortgage Loan documents permit certain other transfers of ownership interests to affiliates and other entities. 107 2160 Erie Street The Mortgage Loan documents permit each principal of the Mortgagor to transfer a portion of its respective interest in the Mortgagor so long as after any and all such transfers, each of the principals maintains at least a 1% ownership interest in the Mortgagor. In addition, the Mortgage Loan Documents provide that the removal of one of the original managers of the Mortgagor will not be deemed a transfer so long as the other original manager remains a manager of the Mortgagor. 26 FILA USA Distribution Facility Subject to the satisfaction of certain criteria, certain other transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. 42 Infor Global Solutions Office Subject to the satisfaction of certain criteria, certain other transfers Building to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. 91 Springtree Meadows Apartments Subject to the satisfaction of certain criteria, the Mortgage Loan documents allow members of the Mortgagor the right to pledge their interests in the Mortgagor to secure a mezzanine loan pursuant to the security instrument. 28 Westgate Shopping Center Subject to the satisfaction of certain criteria, certain other transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. 44 23-27 Robert Pitt Drive Subject to the satisfaction of certain criteria, certain other transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. 106 Southwest Estates Subject to the satisfaction of certain criteria, the Mortgage Loan documents allow members of the Mortgagor the right to pledge their interests in the Mortgagor to secure a mezzanine loan pursuant to the security instrument. 112 Rockland Mobile Home Park Subject to the satisfaction of certain criteria, the Mortgage Loan documents allow members of the Mortgagor the right to pledge their interests in the Mortgagor to secure a mezzanine loan pursuant to the security instrument. 97 Mansard du Lac Subject to the satisfaction of certain criteria, the Mortgage Loan documents allow members of the Mortgagor the right to pledge their interests in the Mortgagor to secure a mezzanine loan pursuant to the security instrument. 119 Lakeside LLC Subject to the satisfaction of certain criteria, the Mortgage Loan documents allow members of the Mortgagor the right to pledge their interests in the Mortgagor to secure a mezzanine loan pursuant to the security instrument. 120 Olympia LLC Subject to the satisfaction of certain criteria, the Mortgage Loan documents allow members of the Mortgagor the right to pledge their interests in the Mortgagor to secure a mezzanine loan pursuant to the security instrument. 96 Book Walter Woods Subject to the satisfaction of certain criteria, the Mortgage Loan documents allow members of the Mortgagor the right to pledge their interests in the Mortgagor to secure a mezzanine loan pursuant to the security instrument. 64 Paradise LLC Subject to the satisfaction of certain criteria, the Mortgage Loan documents allow members of the Mortgagor the right to pledge their interests in the Mortgagor to secure a mezzanine loan pursuant to the security instrument. 21 Colwick Executive Center Subject to the satisfaction of certain criteria, certain other transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. 9 Fairmont Hotel Dallas Subject to the satisfaction of certain criteria, certain other transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. Subject to the satisfaction of certain criteria, the Mortgage Loan documents allow members of the Mortgagor the right to pledge their interests in the Mortgagor to secure a mezzanine loan pursuant to the security instrument. 54 Gainesville Towne Center Subject to the satisfaction of certain criteria, certain other transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. 52 Montwood Shopping Center Subject to the satisfaction of certain criteria, certain other transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. 24 Orchards of Landen Subject to the satisfaction of certain criteria, certain other transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. 4 Sequoia Plaza Subject to the satisfaction of certain criteria, certain other transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. 32 Embassy Suites-Charlotte Subject to the satisfaction of certain criteria, certain other transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. Subject to the satisfaction of certain criteria, the Mortgage Loan documents allow members of the Mortgagor the right to pledge their interests in the Mortgagor to secure a mezzanine loan pursuant to the security instrument. 37 Embassy Suites-Indianapolis Subject to the satisfaction of certain criteria, certain other transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. Subject to the satisfaction of certain criteria, the Mortgage Loan documents allow members of the Mortgagor the right to pledge their interests in the Mortgagor to secure a mezzanine loan pursuant to the security instrument. 13 Eastover Shopping Center Subject to the satisfaction of certain criteria, certain other transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. 66 Fairfield Inn & Suites Sacramento Subject to the satisfaction of certain criteria, the Mortgage Loan Airport documents allow members of the Mortgagor the right to pledge their interests in the Mortgagor to secure a mezzanine loan pursuant to the security instrument. 11 Westfield Richland Mall Subject to the satisfaction of certain criteria, certain other transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. Subject to the satisfaction of certain criteria, the Mortgage Loan documents allow members of the Mortgagor the right to pledge their interests in the Mortgagor to secure a mezzanine loan pursuant to the security instrument. 6 Centro Portfolio Subject to the satisfaction of certain criteria, certain other transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. Subject to the satisfaction of certain criteria, the Mortgage Loan documents allow members of the Mortgagor the right to pledge their interests in the Mortgagor to secure a mezzanine loan pursuant to the security instrument. 1 RREEF Silicon Valley Office Portfolio Subject to the satisfaction of certain criteria, certain other transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. Representation #(33) - -------------------- Loan Number Loan Name Description of Exception - ------------------------------------------------------------------------------------------------------------------------------------ 2 One & Two Prudential Plazas The Mortgaged Property secures the Mortgage Loan and another note, which is pari passu with the Mortgage Note which evidences the Mortgage Loan, but such other note is not included in the trust fund and has been previously sold by Seller. 1 RREEF Silicon Valley Office The Mortgaged Property secures the Mortgage Loan (consisting of a Fixed Portfolio Rate A-1 Note), a Fixed Rate A-2 Note (which is pari passu with the Mortgage Loan and is not included in the trust fund) and a Floating Rate A Note and Floating Rate B Note (which are pari passu with the Mortgage Loan and Fixed Rate A-2 Note and are not included in the trust fund). Representation #(35) - -------------------- Loan Number Loan Name Description of Exception - ------------------------------------------------------------------------------------------------------------------------------------ 2 One & Two Prudential Plazas One of the buildings may be released from the lien of the Mortgage upon payment of 115% of the Allocated Loan Amount if conveyed to a third party or 120% of the Allocated Loan Amount if conveyed to an affiliate in connection with a condominium conversion. 6 Centro Portfolio Each Centro 38 property may be released from the lien of the Mortgage upon defeasance of an amount equal to 110% of the allocated loan amount to such property. 1 RREEF Silicon Valley Office Each RREEF Silicon Valley Office Portfolio property may be Portfolio released from the lien of the Mortgage upon defeasance of an amount equal to between 105% and 115% of the allocated loan amount to such property. Representation #(36) - -------------------- Loan Number Loan Name Description of Exception - ------------------------------------------------------------------------------------------------------------------------------------ 89 177-179 Admiral Cochrane Drive Because the Mortgage Loan is structured for tax purposes as an IDOT, the indemnity guarantor of the IDOT owns the related Mortgaged Property instead of the related Mortgagor. 94 Lexington Park Fairfield Inn Because the Mortgage Loan is structured for tax purposes as an IDOT, the indemnity guarantor of the IDOT owns the related Mortgaged Property instead of the related Mortgagor. 113 Citizens National Bank Building Because the Mortgage Loan is structured for tax purposes as an IDOT, the indemnity guarantor of the IDOT owns the related Mortgaged Property instead of the related Mortgagor. 62 5283 Corporate Drive Because the Mortgage Loan is structured for tax purposes as an IDOT, the indemnity guarantor of the IDOT owns the related Mortgaged Property instead of the related Mortgagor. 6 Centro Portfolio Because a portion of the Mortgage Loan is structured for tax purposes as an IDOT, the indemnity guarantor of the IDOT owns the related Mortgaged Property instead of the related Mortgagor. Representation #(37) - -------------------- Loan Number Loan Name Description of Exception - ------------------------------------------------------------------------------------------------------------------------------------ 52 Montwood Shopping Center The Mortgaged Property is nonconforming due to deficient parking. The Mortgagor is required to re-stripe pursuant to applicable Mortgage Loan documents. 118 Plaza Arms Apartment Portfolio One of the Plaza Arms Apartment Portfolio properties is legally nonconforming due to setback and area violations. According to the zoning report, the Mortgaged Property can be rebuilt as-is, provided less than 75% of the Mortgaged Property is destroyed. The Mortgagor has not obtained law and ordinance coverage. Any loss resulting from such nonconforming use is a full recourse event until the Mortgagor provides law and ordinance coverage acceptable to mortgagee. Both of the Plaza Arms Apartment Portfolio properties are legally nonconforming to deficient parking. 85 Stone Plaza Office Building The Mortgaged Property is nonconforming due to deficient parking. The Mortgagor is required to re-stripe pursuant to applicable Mortgage Loan documents. 40 Nationwide Insurance Building According to the zoning report, the Mortgaged Property is nonconforming, subject to the re-striping of an additional 2 parking spaces. 1; 32; RREEF Silicon Valley Office The respective Mortgaged Properties are legally nonconforming due to 51; 112; Portfolio (Mountain View deficient parking. 83; 103; Properties, Orchard Park and 26; 80; Sunnyvale/Santa Clara/San Jose); 15; 111; Embassy Suites-Indianapolis; 59; 54; Market Plaza Shopping Center; 106 Rockland Mobile Home Park; 3000 Lincoln; 9264-9280 West 159th Street; FILA USA Distribution Facility; Wayne Heights Mall; Parkway Business Center; Liberty Arms Apartments; Standard Woods Apartments; Gainesville Towne Center; Southwest Estates 1 RREEF Silicon Valley Office Five of the RREEF Silicon Valley Office Portfolio properties (Peery Park Portfolio Biotech, Peery Park I, Peery Park II, Macara A&B and Sunnyvale/Santa Clara/San Jose) are legally nonconforming due to excessive parking. Representation #(42) - -------------------- Loan Number Loan Name Description of Exception - ------------------------------------------------------------------------------------------------------------------------------------ 2 One & Two Prudential Plazas Terrorism insurance premiums are capped at $440,000 per year (or $220,000 following a partial release) with respect to the related Mortgaged Property, subject to annual increases based on the Consumer Price Index. 12 Capitol Commons Terrorism insurance premiums are capped at $35,000 per year (or $13,000 if provided in the form of an endorsement or rider to an existing Insurance Policy). 26 FILA USA Distribution Facility Terrorism insurance premiums are capped at $45,000 per year, subject to annual increases based on the Consumer Price Index. 32 Embassy Suites-Charlotte Under certain circumstances, terrorism insurance premiums are capped at 1% times 110% of the outstanding principal balance and accrued but unpaid interest. 37 Embassy Suites-Indianapolis Under certain circumstances, terrorism insurance premiums are capped at 1% times 110% of the outstanding principal balance and accrued but unpaid interest. 13 Eastover Shopping Center Terrorism insurance premiums are capped at $25,000 per year, subject to annual increases based on the Consumer Price Index. 111 Westfield Richland Mall Terrorism insurance premiums are capped at $70,000 per year. 6 Centro Portfolio Terrorism insurance premiums are capped at $200,000 per year. 1 RREEF Silicon Valley Office Terrorism insurance premiums are capped at $200,000 per Portfolio year.
EXHIBIT D FORM OF OFFICER'S CERTIFICATE I, [______], a duly appointed, qualified and acting [______] of JPMorgan Chase Bank, National Association, a national banking association (the "Company"), hereby certify as follows: 1. I have examined the Mortgage Loan Purchase Agreement, dated as of September 21, 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 September 12, 2006, as supplemented by the Prospectus Supplement, dated September 14, 2006 (collectively, the "Prospectus"), relating to the offering of the Class A-1, Class A-2, Class A-3FL, Class A-3B, Class A-4, Class A-SB, Class A-1A, Class A-M, Class A-J, Class X-1, Class X-2, Class B, Class C and Class D Certificates, the Private Placement Memorandum, dated September 14, 2006 (the "Privately Offered Certificate Private Placement Memorandum"), relating to the offering of the Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P and Class NR Certificates, and the Residual Private Placement Memorandum, dated September 14, 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: