Mortgage Loan Purchase Agreement between J.P. Morgan Chase Commercial Mortgage Securities Corp. and JPMorgan Chase Bank, N.A. (November 28, 2006)

Contract Categories: Business Finance › Purchase Agreements
Summary

This agreement is between J.P. Morgan Chase Commercial Mortgage Securities Corp. (the purchaser) and JPMorgan Chase Bank, N.A. (the seller), dated November 28, 2006. The seller agrees to sell a pool of fixed-rate mortgage loans totaling over $1.46 billion to the purchaser. The purchaser will pay the agreed price, and ownership of the mortgage loans and related documents will transfer to the purchaser and then to a trustee. The agreement outlines the transfer process, payment terms, and handling of related documents and funds.

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EX-10.1 4 jp6527126-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 November 28, 2006 $1,464,205,411 Fixed Rate Mortgage Loans Series 2006-CIBC17 - -------------------------------------------------------------------------------- This Mortgage Loan Purchase Agreement (this "Agreement"), dated as of November 28, 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 November 28, 2006 (the "Pooling and Servicing Agreement") among the Purchaser, as depositor (the "Depositor"), Wells Fargo Bank, N.A., as master servicer ("Master Servicer"), LNR Partners, Inc., as special servicer ("Special Servicer") and LaSalle Bank National Association, 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 Agreement, dated as of November 16, 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. On the Closing Date, the Seller shall also deliver to the Depositor, an amount equal to $33,312.50, which represents the aggregate amount of interest that would have accrued at the related Net Mortgage Rates during the Due Period ending in December 2006, for those Mortgage Loans that do not have their first Monthly Payment due until January 2007. The Depositor will sell the Class A-1, Class A-3, Class A-4, Class A-SB, Class A-1A, Class X, Class A-M, Class A-J, Class B, Class C and Class D Certificates (the "Offered Certificates") to the underwriters specified in the underwriting agreement dated November 16, 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 Banc of America Securities LLC ("BofA") and Morgan Stanley & Co. Incorporated (together with JPMSI, CIBCWMC and BofA, 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 November 16, 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 $1,505,041,069 (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 November 16, 2006 between the Purchaser and the Seller (the "Indemnification Agreement"). SECTION 6. Representations and Warranties. (a) The Seller represents and warrants to the Purchaser as of the Closing Date that: (i) it is a national banking association duly organized, validly existing, and in good standing under the laws of the United States of America; (ii) it has the power and authority to own its property and to carry on its business as now conducted; (iii) it has the power to execute, deliver and perform this Agreement; (iv) it is legally authorized to transact business in the United States of America. The Seller is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary so that a subsequent holder of the related Mortgage Loan (including, without limitation, the Purchaser) that is in compliance with the laws of such state would not be prohibited from enforcing such Mortgage Loan solely by reason of any non-compliance by the Seller; (v) the execution, delivery and performance of this Agreement by the Seller has been duly authorized by all requisite action by the Seller's board of directors and will not violate or breach any provision of its organizational documents; (vi) this Agreement has been duly executed and delivered by the Seller and constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms (except as enforcement thereof may be limited by bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally and by general equitable principles regardless of whether enforcement is considered in a proceeding in equity or at law); (vii) there are no legal or governmental proceedings pending to which the Seller is a party or of which any property of the Seller is the subject which, if determined adversely to the Seller, would reasonably be expected to adversely affect (A) the transfer of the Mortgage Loans and the Mortgage Loan documents, (B) the execution and delivery by the Seller or enforceability against the Seller of the Mortgage Loans or this Agreement, or (C) the performance of the Seller's obligations hereunder; (viii) it has no actual knowledge that any statement, report, officer's certificate or other document prepared and furnished or to be furnished by the Seller in connection with the transactions contemplated hereby (including, without limitation, any financial cash flow models and underwriting file abstracts furnished by the Seller) contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; (ix) it is not, nor with the giving of notice or lapse of time or both would be, in violation of or in default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it or any of its properties is bound, except for violations and defaults which individually and in the aggregate would not have a material adverse effect on the transactions contemplated herein; the sale of the Mortgage Loans and the performance by the Seller of all of its obligations under this Agreement and the consummation by the Seller of the transactions herein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Seller is a party or by which the Seller is bound or to which any of the property or assets of the Seller is subject, nor will any such action result in any violation of the provisions of any applicable law or statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Seller, or any of its properties, except for conflicts, breaches, defaults and violations which individually and in the aggregate would not have a material adverse effect on the transactions contemplated herein; and no consent, approval, authorization, order, license, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement, other than any consent, approval, authorization, order, license, registration or qualification that has been obtained or made; (x) it has either (A) not dealt with any Person (other than the Purchaser or the Dealers) that may be entitled to any commission or compensation in connection with the sale or purchase of the Mortgage Loans or entering into this Agreement or (B) paid in full any such commission or compensation; (xi) it is solvent and the sale of the Mortgage Loans hereunder will not cause it to become insolvent; and the sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of the Seller's creditors; and (xii) for so long as the Trust is subject to the reporting requirements of the Exchange Act, the Seller shall provide the Purchaser (or with respect to any Companion Loan that is deposited into an Other Securitization, the depositor in such Other Securitization) and the Paying Agent with any Additional Form 10-D Disclosure and any Additional Form 10-K Disclosure which the Purchaser is required to provide with respect to the Seller in its capacity as a "sponsor" pursuant to Exhibit Y and Exhibit Z of the Pooling and Servicing Agreement within the time periods set forth in the Pooling and Servicing Agreement. (b) The Purchaser represents and warrants to the Seller as of the Closing Date that: (i) it is a corporation duly organized, validly existing, and in good standing in the State of Delaware; (ii) it is duly qualified as a foreign corporation in good standing in all jurisdictions in which ownership or lease of its property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Purchaser, and the Purchaser is conducting its business so as to comply in all material respects with the applicable statutes, ordinances, rules and regulations of each jurisdiction in which it is conducting business; (iii) it has the power and authority to own its property and to carry on its business as now conducted; (iv) it has the power to execute, deliver and perform this Agreement, and neither the execution and delivery by the Purchaser of this Agreement, nor the consummation by the Purchaser of the transactions herein contemplated, nor the compliance by the Purchaser with the provisions hereof, will (A) conflict with or result in a breach of, or constitute a default under, any of the provisions of the certificate of incorporation or by-laws of the Purchaser or any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or any of its properties, or any indenture, mortgage, contract or other instrument to which the Purchaser is a party or by which it is bound, or (B) result in the creation or imposition of any lien, charge or encumbrance upon any of the Purchaser's property pursuant to the terms of any such indenture, mortgage, contract or other instrument; (v) this Agreement constitutes a legal, valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (except as enforcement thereof may be limited by (a) bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally and (b) general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or law)); (vi) there are no legal or governmental proceedings pending to which the Purchaser is a party or of which any property of the Purchaser is the subject which, if determined adversely to the Purchaser, might interfere with or adversely affect the consummation of the transactions contemplated herein and in the Pooling and Servicing Agreement; to the best of the Purchaser's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (vii) it is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Purchaser or its properties or might have consequences that would materially and adversely affect its performance hereunder; (viii) it has not dealt with any broker, investment banker, agent or other person, other than the Seller, the Dealers and their respective affiliates, that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans or the consummation of any of the transactions contemplated hereby; (ix) all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by the Purchaser have been obtained or made; and (x) it has not intentionally violated any provisions of the United States Secrecy Act, the United States Money Laundering Control Act of 1986 or the United States International Money Laundering Abatement and Anti-Terrorism Financing Act of 2001. (c) The Seller further makes the representations and warranties as to the Mortgage Loans set forth in Exhibit B as of the Closing Date (or as of such other date specifically provided in the particular representation or warranty), which representations and warranties are subject to the exceptions thereto set forth in Exhibit C. Neither the delivery by the Seller of the Mortgage Files, Servicing Files, or any other documents required to be delivered under Section 2.01 of the Pooling and Servicing Agreement, nor the review thereof or any other due diligence by the Trustee, Master Servicer, Special Servicer, a Certificate Owner or any other Person shall relieve the Seller of any liability or obligation with respect to any representation or warranty or otherwise under this Agreement or constitute notice to any Person of a Breach or Defect. (d) Pursuant to this Agreement or Section 2.03(b) of the Pooling and Servicing Agreement, the Seller and the Purchaser shall be given notice of any Breach or Defect that materially and adversely affects the value of a Mortgage Loan, the related Mortgaged Property or the interests of the Trustee or any Certificateholder therein. (e) Upon notice pursuant to Section 6(d) above, the Seller shall, not later than 90 days from the earlier of the Seller's receipt of the notice or, in the case of a Defect or Breach relating to a Mortgage Loan not being a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury 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). To the extent that the Seller is required to repurchase or substitute for a Crossed Loan hereunder in the manner prescribed above while the Trustee continues to hold any other Crossed Loans in such Crossed Group, neither the Seller nor the Purchaser shall enforce any remedies against the other's Primary Collateral, but each is permitted to exercise remedies against the Primary Collateral securing its respective Crossed Loans, including with respect to the Trustee, the Primary Collateral securing Crossed Loans still held by the Trustee. If the exercise of remedies by one party would materially impair the ability of the other party to exercise its remedies with respect to the Primary Collateral securing the Crossed Loans held by such party, then the Seller and the Purchaser shall forbear from exercising such remedies until the Mortgage Loan documents evidencing and securing the relevant Crossed Loans can be modified in a manner that complies with this Agreement to remove the threat of material impairment as a result of the exercise of remedies or some other accommodation can be reached. Any reserve or other cash collateral or letters of credit securing the Crossed Loans shall be allocated between such Crossed Loans in accordance with the Mortgage Loan documents, or otherwise on a pro rata basis based upon their outstanding Stated Principal Balances. Notwithstanding the foregoing, if a Crossed Loan included in the Trust Fund is modified to terminate the related cross-collateralization and/or cross-default provisions, as a condition to such modification, the Seller shall furnish to the Trustee an Opinion of Counsel that any modification shall not cause an Adverse REMIC Event. Any expenses incurred by the Purchaser in connection with such modification or accommodation (including but not limited to recoverable attorney fees) shall be paid by the Seller. The "Repurchase Price" with respect to any Mortgage Loan or REO Loan to be repurchased pursuant to this Agreement and Section 2.03 of the Pooling and Servicing Agreement, shall have the meaning given to the term "Purchase Price" in the Pooling and Servicing Agreement. A "Qualified Substitute Mortgage Loan" with respect to any Mortgage Loan or REO Loan to be substituted pursuant to this Agreement and Section 2.03 of the Pooling and Servicing Agreement, shall have the meaning given to such term in the Pooling and Servicing Agreement. A "Substitution Shortfall Amount" with respect to any Mortgage Loan or REO Loan to be substituted pursuant to this Agreement and Section 2.03 of the Pooling and Servicing Agreement, shall have the meaning given to such term in the Pooling and Servicing Agreement. In connection with any repurchase or substitution of one or more Mortgage Loans contemplated hereby, (i) the Purchaser shall execute and deliver, or cause the execution and delivery of, such endorsements and assignments, without recourse to the Trust, as shall be necessary to vest in the Seller the legal and beneficial ownership of each repurchased Mortgage Loan or replaced Mortgage Loan, as applicable, (ii) the Purchaser shall deliver, or cause the delivery, to the Seller of all portions of the Mortgage File and other documents pertaining to such Mortgage Loan possessed by the Trustee, or on the Trustee's behalf, and (iii) the Purchaser shall release, or cause to be released, to the Seller any escrow payments and reserve funds held by the Trustee, or on the Trustee's behalf, in respect of such repurchased or replaced Mortgage Loans. (f) The representations and warranties of the parties hereto shall survive the execution and delivery and any termination of this Agreement and shall inure to the benefit of the respective parties, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes or Assignment of Mortgage or the examination of the Mortgage Files. (g) Each party hereby agrees to promptly notify the other party of any breach of a representation or warranty contained in this Section 6. The Seller's obligation to cure any Breach or Defect or repurchase or substitute any affected Mortgage Loan pursuant to Section 6(e) shall constitute the sole remedy available to the Purchaser in connection with a Breach or Defect. It is acknowledged and agreed that the representations and warranties are being made for risk allocation purposes; provided, however, that no limitation of remedy is implied with respect to the Seller's breach of its obligation to cure, repurchase or substitute in accordance with the terms and conditions of this Agreement. SECTION 7. Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D. (b) The Purchaser shall have received the following additional closing documents: (i) copies of the Seller's articles of association and by-laws, certified as of a recent date by the Assistant Secretary of the Seller; (ii) a copy of a certificate of good standing of the Seller issued by the Comptroller of the Currency dated not earlier than sixty days prior to the Closing Date; (iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that: (A) the Seller is a national banking association duly organized, validly existing and in good standing under the laws of the United States; (B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement; (C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations; (D) the Seller's execution and delivery of, and the Seller's performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller's charter or by-laws or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of the property or assets of the Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller; (E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel's actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and (F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and (iv) a letter from counsel of the Seller to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. (c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. (d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement. (e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request. SECTION 8. Closing. The closing for the purchase and sale of the Mortgage Loans shall take place at the office of Cadwalader, 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-CIBC17 Mortgage Loan Schedule (Combined)
Loan # Mortgagor Name Property Address City State Zip Code - ------ ---------------------------------------- ------------------------------------ ------------------ -------- -------- 1 BF ATL, LLC, BF ATL II, LLC, BF ATL 600 Peachtree Tree Atlanta GA 30308 III, LLC, BF ATL IV, LLC, BF ATL V, LLC 2 Centro Heritage SPE 1 LLC, Centro Various Various Various Various Bradley SPE 1 LLC, Centro Heritage Royal Oaks L.P., Centro Bradley Heritage Square LLC, Heritage Old Bridge LLC, Bradley Spring Mall Limited Partnership, Williamson Square Associates Limited Partnership 2.01 300 Commons Drive Chicago Ridge IL 60415 2.02 1030 US Route 9 Old Bridge NJ 08857 2.03 10972-11116 North Port Washington Road Mequon WI 53092 2.04 2900 East Franklin Boulevard Gastonia NC 28056 2.05 11803-11815 Westheimer Houston TX 70777 2.06 1113 Murfreesboro Road Franklin TN 37064 2.07 404 South State Route 59 Naperville IL 60540 2.08 36 and 100-140 West 66th Street Richfield MN 55423 2.09 3301 North Federal Highway Pompano Beach FL 33064 2.1 1410-1760 Apple Glen Boulevard Fort Wayne IN 46804 2.11 4200 South 76th Street Greenfield WI 53220 2.12 2671 County Road East White Bear Lake MN 55110 2.13 7325-7355 Manchester Road Maplewood MO 63143 2.14 1205-1405 West Garfield Boulevard Bartonville IL 61607 4 CNL Plaza Ltd. & CNL Plaza II Ltd. Various Orlando FL 32801 4.01 450 South Orange Avenue Orlando FL 32801 4.02 420 South Orange Avenue Orlando FL 32801 5 Centro Independence LLC 3500 Oleander Drive Wilmington NC 28403 6 Behringer Harvard Three Parkway, LLC 1601 Cherry Street Philadelphia PA 19102 9 Bee Cave Galleria I, LP and Bee Cave FM 620 & State Highway 71 West Bee Cave TX 78736 Galleria II, LP 12 D Design Holdings, L.P. 1025 North Stemmons Freeway & 1250 Slocum Street Dallas TX 75207 13 TS Midtown Holdings, LLC 11 East 44th Street New York NY 10017 17 Leavitt-Wolff Tempe Holdings, LLC, 1721, 1821, 1921 West Rio Salado Parkway Tempe AZ 85281 Leavitt-Wolff Tempe Holdings II, LLC, Leavitt-Wolff Tempe Holdings III, LLC 19 Griffin Capital (Naperville) 535 East Diehl Road Naperville IL 60563 Investors, LLC, Griffin Capital (Naperville) Investors 1, LLC, Griffin Capital (Naperville) Investors 2, LLC, Griffin Capital (Naperville) Investors 3, LLC, Griffin Capital (Naperville) Investors 4, LLC, Griffin Capital (Naper 21 471 Culebra Market, L.P. 1130 West Loop 1604 North San Antonio TX 78251 22 Shady Grove Center Manager, LLC 15900 Shady Grove Road Gaithersburg MD 20877 26 Mission Brentwood, DST 1000 Enclave Circle Nashville TN 37211 27 W 54-7 LLC 162 West 54th Street New York NY 10019 29 Points East, LLC, Prima Casa, LLC, 7289 Mentor Avenue Mentor OH 44060 NSF Investments, LLC, SHT Points East, LLC, Channell Fairport, LLC, Des-Pointe East, LLC 31 CEP Expo Investors LLC 1601 Exposition Boulevard Sacramento CA 95815 32 Behringer Harvard Grandview, LLC 3595 Grandview Parkway Birmingham AL 35243 34 VF II - Sunnyside, LLC 5640, 5760 and 5700-5730 Sunnyside Avenue Beltsville MD 20705 39 Lakepoint Office Park, LLC, SHT 3201 Enterprise Parkway Beachwood OH 44122 Lakepoint, LLC 42 Loomis Centre, LLC 3555 South 27th Street Milwaukee WI 53221 43 Arbors of Traverse West, LLC 2794 Hartman Road Traverse City MI 49684 45 FWI 29 LLC 641 Veterans Parkway South Moultrie GA 31788 51 Pecan-Waco Investors, LLC 2736 Lake Shore Drive Waco TX 76708 52 21800 Burbank FBS, LLC 21800 Burbank Boulevard Woodland Hills CA 91367 56 Woodhollow-Waco, LLC 4502 Lake Shore Drive Waco TX 76710 57 MRI Saddlehorn Superstition 2055 East Hampton Avenue Mesa AZ 85204 Investment Fund, LLC 58 Lincoln Square Partnership 901 West Morton Avenue Jacksonville IL 62650 64 Old Pasadena Plaza II, L.P. 61 North Raymond Avenue Pasadena CA 91103 66 The Chancellor, LLC 4200 West Northgate Drive Irving TX 75062 67 Killeen ATM LLC 901 South Fort Hood Street Killeen TX 76541 69 Majestic Realty Corp. 145 West 71st Street New York NY 10023 70 Beaumont Medical Building-Warren, LLC 8545 Common Road Warren MI 48093 71 RGMH Properties East LLC 2225 East Main Street Murfreesboro TN 37130 73 Jerc Partners VI, L.P., Warminster 1475-1557 West Street Road Warminster PA 18974 Square, L.P. 78 All Storage GB, L.P. 6900 Granbury Road Fort Worth TX 76133 79 Uptown Realty Unlimited LLC 118-128 Fort Washington Avenue New York NY 10032 80 The Preserve at Grande Oaks II, L.L.C. 111 Grande Oaks Drive Fayetteville NC 28314 81 Royal Patriot, LLC 5104 & 5108 Pegasus Court Frederick MD 21704 82 Sebastopol Industrial Park, LLC 6782 Sebastopol Avenue Sebastopol CA 95472 86 Stephenville Oak Tree Partners, LTD 2251 West Lingleville Road Stephenville TX 76401 88 United Commercial Holdings, LLC 14541 Brookhurst Street Westminster CA 92683 92 Sun Group Homes, LLC 2010 West Broad Avenue Albany GA 31707 95 645 Bergen Avenue Realty LLC 1454-1516 Morse Road and 4659-4675 Karl Road Columbus OH 43229 99 Eckville LP 7719 Main Street Fogelsville PA 18051 100 815 Realty LLC 815-817 West 181 Street New York NY 10033 101 The Shoppes at Dunkirk LLC and 10068 Southern Maryland Boulevard Dunkirk MD 20754 Country Plaza Manager LLC 105 Gratiot Retail Center, LLC 29138 Gratiot Avenue Roseville MI 48066 106 Sioux Falls Real Estate, LLC 4500 North Lewis Avenue Sioux Falls SD 57104 115 Professional Properties of the Palm 9121 - 9123 North Military Trail Palm Beach Gardens FL 33410 Beaches, Inc. 116 1781 Riverside LLC 1781-1783 Riverside Drive New York NY 10034 118 133 West L.L.C. 133 West 71st Street New York NY 10023 121 Delilah Road Limited Partnership, 6575-6579 Delilah Road Egg Harbor NJ 08234 Robert D. Lehman and Mildred N. Lehman 122 11250 North Central, L.P. 11250 North Central Expressway Dallas TX 75243 124 River Glen Investors, LLC 201 East Telfair Street Augusta GA 30901 125 Sayona Hospitality, LLC 1220 T J Jackson Drive Falling Waters WV 25419 127 Petite Esplanade, L.L.C. 6820 Veterans Memorial Boulevard Metairie LA 70003 128 EPT Southview Apartments I, LLC & EPT 611 North Yarbrough Drive El Paso TX 79915 Southview Apartments II, LLC 129 Carmen LLC 1375 East Fairview Avenue Meridian ID 83642 130 BSPM Hospitality LLC 209 South Viking Way Martinsburg WV 25401 133 Lakeline Center Cedar Park Phase I, 1540 Cypress Creek Road Cedar Park TX 78613 Ltd. 134 Devi Ten LLC 2179 East 5th Street Metropolis IL 62960 135 1318-1320 W. Broad Street, LLC 1318 West Broad Street Richmond VA 23220 136 Fort Payne Lodgings, L.L.C. 112 Airport Road West Fort Payne AL 35968 137 Oakhill Manor Apartments Limited 3712 East 47th Terrace Kansas City MO 64130 Partnership 139 Gardena Business Park, LLC 13200 South Western Avenue Gardena CA 90249 140 Andrews Crossing, LLC 3200 Andrews Highway Midland TX 79701 142 Cannon Blvd. Equities LLC 439-489 North Cannon Boulevard Kannapolis NC 28083 143 The Shoppes of Hebron, LLC 2091 North Bend Road Hebron KY 41048 144 East Kauai Professional Building, LLC 4-1579 Kuhio Highway Kapaa HI 96746 145 TP Investors, LLC 2228 Kay Drive Smithfield NC 27577 146 TP Investors, LLC 1100 North Jefferson Street Goldsboro NC 27534 148 TP Investors, LLC 1234 Cauthen Drive Rockingham NC 28379 149 TP Investors, LLC 310 Second Street Louisburg NC 27549 150 610 LLC 610 West 173rd Street New York NY 10032 151 Nick Corcokios Enterprises, Inc. 6095 Lake Worth Road Greenacres FL 33463 Interest Net Mortgage Loan # County Property Name Size Measure Rate (%) Interest Rate - ------ ---------------- -------------------------------------------- -------- ----------- --------- ------------- 1 Fulton Bank of America Plaza 1253499 Square Feet 6.12640 6.10560 2 Various Centro Heritage Portfolio ###-###-#### Square Feet 5.39400 5.37320 2.01 Cook Commons of Chicago Ridge 324530 Square Feet 5.39400 2.02 Middlesex Old Bridge Gateway 235995 Square Feet 5.39400 2.03 Ozaukee Mequon Pavilions 213436 Square Feet 5.39400 2.04 Gaston Franklin Square 318435 Square Feet 5.39400 2.05 Harris Royal Oaks Village 145286 Square Feet 5.39400 2.06 Williamson Williamson Square 330226 Square Feet 5.39400 2.07 Dupage Heritage Square 210753 Square Feet 5.39400 2.08 Hennepin Hub West/ Richfield Hub 214855 Square Feet 5.39400 2.09 Broward Shoppers Haven Shopping Center 206942 Square Feet 5.39400 2.1 Allen Apple Glen Crossing 150446 Square Feet 5.39400 2.11 Milwaukee Spring Mall 188861 Square Feet 5.39400 2.12 Ramsey White Bear Hills 73095 Square Feet 5.39400 2.13 Saint Louis Maplewood Square 71590 Square Feet 5.39400 2.14 Peoria Bartonville Square 61678 Square Feet 5.39400 4 Orange CNL Center I & II 620887 Square Feet 5.89200 5.87120 4.01 Orange CNL Center I 345941 Square Feet 5.89200 4.02 Orange CNL Center II 274946 Square Feet 5.89200 5 New Hanover Westfield Shoppingtown Independence 493432 Square Feet 6.17350 6.15270 6 Philadelphia Three Parkway 561631 Square Feet 5.47500 5.45420 9 Travis The Shops at the Galleria 487067 Square Feet 5.67150 5.65070 12 Dallas Dallas Design Center 370577 Square Feet 5.73300 5.71220 13 New York 11 E 44th St 135150 Square Feet 6.13750 6.11670 17 Maricopa Rio West Business Park 293791 Square Feet 5.88000 5.85920 19 Du Page Washington Pointe 163623 Square Feet 6.20750 6.18670 21 Bexar Culebra Market 194166 Square Feet 5.65000 5.62920 22 Montgomery Shady Grove Center 107313 Square Feet 5.90700 5.88620 26 Davidson Archstone Brentwood Apartments 380 Units 5.88750 5.86670 27 New York 162 West 54th Street 71 Units 5.83100 5.81020 29 Lake Points East Shopping Center 198803 Square Feet 6.06000 6.03920 31 Sacramento Allied Insurance Building 132418 Square Feet 6.12800 6.10720 32 Jefferson Grandview II 149463 Square Feet 5.55970 5.52890 34 Prince Georges Sunnyside Industrial Center 248981 Square Feet 6.08300 6.01220 39 Cuyahoga Lakepoint Office Park 112241 Square Feet 6.25750 6.18670 42 Milwaukee Loomis Centre 194800 Square Feet 6.22750 6.20670 43 Grand Traverse Phase I: Arbors of Traverse 216 Units 6.30900 6.25820 45 Colquitt South Central Shopping Center 196589 Square Feet 5.80000 5.77920 51 Mclennan Pecan Ridge Apartments 252 Units 5.90000 5.87920 52 Los Angeles 21800 Burbank 58886 Square Feet 6.17950 6.15870 56 McLennan Woodhollow Apartments 220 Units 5.90000 5.87920 57 Maricopa Superstition Villas 249 Units 5.99500 5.97420 58 Morgan Lincoln Square Shopping Center 206233 Square Feet 5.87750 5.83170 64 Los Angeles Old Pasadena Plaza II 39711 Square Feet 6.12300 6.10220 66 Dallas Burn Brae Apartments 282 Units 6.11000 6.08920 67 Bell Wendland Plaza 149334 Square Feet 5.89000 5.86920 69 New York 145 West 71st Street 64 Units 5.83100 5.81020 70 Macomb Beaumont Medical Building 35219 Square Feet 5.85650 5.77070 71 Rutherford Campus Crossing Phase II 240 Beds 6.14500 6.05420 73 Bucks Warminster Square 59971 Square Feet 5.97000 5.87920 78 Tarrant Granbury Road All Storage 1281 Units 5.92500 5.90420 79 New York 128 Fort Washington Ave 115 Units 5.83100 5.81020 80 Cumberland The Preserve at Grande Oaks II 75 Units 5.80000 5.77920 81 Frederick Center at Monocacy 74240 Square Feet 6.10400 6.02320 82 Sonoma Sebastopol Industrial Park 118470 Square Feet 6.46000 6.37920 86 Erath Oak Tree Apartments 201 Units 5.98830 5.87750 88 Orange 14541 Brookhurst Street 41366 Square Feet 6.15000 6.12920 92 Dougherty Westwood Apartments 194 Units 6.55000 6.52920 95 Franklin The Patio Shops 51400 Square Feet 6.08000 6.05920 99 Lehigh Eckerd's - Fogelsville, PA 13813 Square Feet 5.97000 5.94920 100 New York 815 West 181 Street 69 Units 5.83100 5.81020 101 Calvert Country Plaza 31883 Square Feet 5.95900 5.93820 105 Macomb Gratiot Retail 17929 Square Feet 6.25000 6.19920 106 Minnehaha Sioux Falls Corporate Centre III 41243 Square Feet 6.29250 6.27170 115 Palm Beach Gardens Professional Center 56650 Square Feet 6.14500 6.07420 116 New York 1781 Riverside Drive 69 Units 5.83100 5.81020 118 New York 133 West 71st Street 36 Units 5.83100 5.81020 121 Atlantic County Delilah Road Warehouse 137892 Square Feet 5.67000 5.64920 122 Dallas 11250 N. Central Expressway 49701 Square Feet 6.10000 6.07920 124 Richmond River Glen Apartments 192 Units 6.28000 6.25920 125 Berkeley Holiday Inn Express - Falling Waters 71 Rooms 6.51700 6.42620 127 Jefferson Petite Esplanade Shopping Center 24484 Square Feet 6.07100 6.05020 128 El Paso Southview Apartments 121 Units 5.91000 5.83920 129 Ada Stonehenge Plaza 51000 Square Feet 6.23000 6.20920 130 Berkeley Days Inn - Martinsburgh 62 Rooms 6.46700 6.37620 133 Williamson Lakeline Center 13500 Square Feet 6.43000 6.40920 134 Massac Holiday Inn Express - Metropolis 75 Rooms 6.36250 6.27170 135 Richmond City 1318 West Broad Street 25 Units 6.19700 6.08620 136 De Kalb Holiday Inn Express - Fort Payne 60 Rooms 6.05000 5.95920 137 Jackson Oakhill Manor Apartments 160 Units 6.18000 6.06920 139 Los Angeles Gardena Business Park 42385 Square Feet 6.11500 6.04420 140 Midland Andrews Crossing 19436 Square Feet 6.40000 6.37920 142 Cabarrus Cannon Plaza 65800 Square Feet 6.38000 6.35920 143 Boone Shoppes of Hebron 17341 Square Feet 6.00000 5.88920 144 Kauai East Kauai Professional Building 16341 Square Feet 6.37500 6.35420 145 Johnston Johnson Court Apartments 69 Units 5.90000 5.87920 146 Wayne Jefferson Court Apartments 59 Units 5.90000 5.87920 148 Richmond Long Drive I Apartments 49 Units 5.90000 5.87920 149 Franklin North Franklin Court Apartments 50 Units 5.90000 5.87920 150 New York 610 West 173rd Street 34 Units 5.83100 5.81020 151 Palm Beach Concord Plaza 13792 Square Feet 6.18000 6.10920 Original Rem. Maturity/ARD Amort. Rem. Monthly Servicing Loan # Balance Cutoff Balance Term Term Date Term Amort. Debt Service Fee Rate Accrual Type - ------ ----------- -------------- ---- ---- ------------ ------ ------ ------------ -------- ------------ 1 263,000,000 263,000,000 120 119 10/01/16 0 0 1,361,351 0.02000 Actual/360 2 220,936,419 220,936,419 120 120 11/01/16 0 0 1,006,902 0.02000 Actual/360 2.01 25,720,000 25,720,000 120 120 11/01/16 0 0 0.02000 2.02 24,490,000 24,490,000 120 120 11/01/16 0 0 0.02000 2.03 23,860,000 23,860,000 120 120 11/01/16 0 0 0.02000 2.04 23,430,000 23,430,000 120 120 11/01/16 0 0 0.02000 2.05 22,630,000 22,630,000 120 120 11/01/16 0 0 0.02000 2.06 17,440,000 17,440,000 120 120 11/01/16 0 0 0.02000 2.07 16,770,000 16,770,000 120 120 11/01/16 0 0 0.02000 2.08 16,320,000 16,320,000 120 120 11/01/16 0 0 0.02000 2.09 14,960,000 14,960,000 120 120 11/01/16 0 0 0.02000 2.1 13,100,000 13,100,000 120 120 11/01/16 0 0 0.02000 2.11 11,880,000 11,880,000 120 120 11/01/16 0 0 0.02000 2.12 4,576,419 4,576,419 120 120 11/01/16 0 0 0.02000 2.13 3,730,000 3,730,000 120 120 11/01/16 0 0 0.02000 2.14 2,030,000 2,030,000 120 120 11/01/16 0 0 0.02000 4 138,000,000 138,000,000 120 120 11/01/16 0 0 686,991 0.02000 Actual/360 4.01 83,000,000 83,000,000 120 120 11/01/16 0 0 0.02000 4.02 55,000,000 55,000,000 120 120 11/01/16 0 0 0.02000 5 110,000,000 110,000,000 120 120 11/01/16 0 0 573,764 0.02000 Actual/360 6 67,125,000 67,125,000 120 120 11/01/16 360 360 380,076 0.02000 Actual/360 9 56,000,000 56,000,000 120 116 07/01/16 360 360 324,014 0.02000 Actual/360 12 39,000,000 39,000,000 120 119 10/01/16 360 360 227,172 0.02000 Actual/360 13 38,500,000 38,500,000 120 119 10/01/16 360 360 234,241 0.02000 Actual/360 17 30,800,000 30,800,000 120 120 11/01/16 360 360 182,292 0.02000 Actual/360 19 23,175,000 23,175,000 120 118 09/01/16 360 360 142,052 0.02000 Actual/360 21 22,600,000 22,600,000 120 120 11/01/16 0 0 107,886 0.02000 Actual/360 22 22,000,000 22,000,000 120 120 11/01/16 360 360 130,589 0.02000 Actual/360 26 20,000,000 20,000,000 120 120 11/01/16 360 360 118,467 0.02000 Actual/360 27 18,800,000 18,800,000 120 120 11/01/16 0 0 92,621 0.02000 Actual/360 29 18,250,000 18,250,000 120 119 10/01/16 360 360 110,123 0.02000 Actual/360 31 17,000,000 17,000,000 84 82 09/01/13 0 0 88,019 0.02000 Actual/360 32 17,000,000 17,000,000 120 120 11/01/16 360 360 97,162 0.03000 Actual/360 34 16,100,000 16,100,000 120 120 11/01/16 0 0 82,747 0.07000 Actual/360 39 14,800,000 14,800,000 120 118 09/01/16 360 360 91,198 0.07000 Actual/360 42 13,625,000 13,625,000 120 119 10/01/16 360 360 83,692 0.02000 Actual/360 43 13,200,000 13,200,000 120 119 10/01/16 360 360 81,782 0.05000 Actual/360 45 13,060,000 13,060,000 120 120 11/01/16 360 360 76,630 0.02000 Actual/360 51 11,425,000 11,425,000 120 120 11/01/16 360 360 67,766 0.02000 Actual/360 52 11,350,000 11,350,000 120 118 09/01/16 360 360 69,364 0.02000 Actual/360 56 10,025,000 10,025,000 120 120 11/01/16 360 360 59,462 0.02000 Actual/360 57 10,000,000 10,000,000 120 119 10/01/16 360 360 59,923 0.02000 Actual/360 58 9,800,000 9,800,000 120 115 06/01/16 360 360 57,986 0.04500 Actual/360 64 9,000,000 9,000,000 120 120 11/01/16 360 360 54,673 0.02000 30/360 66 8,700,000 8,700,000 120 120 11/01/16 360 360 52,778 0.02000 Actual/360 67 8,500,000 8,500,000 120 113 04/01/16 360 360 50,362 0.02000 Actual/360 69 8,200,000 8,200,000 120 120 11/01/16 0 0 40,399 0.02000 Actual/360 70 8,000,000 8,000,000 120 120 11/01/16 360 360 47,228 0.08500 Actual/360 71 8,000,000 8,000,000 120 120 11/01/16 360 360 48,712 0.09000 Actual/360 73 7,428,000 7,428,000 120 119 10/01/16 360 360 44,391 0.09000 Actual/360 78 7,100,000 7,093,998 120 119 10/01/16 360 359 42,226 0.02000 Actual/360 79 6,700,000 6,700,000 120 120 11/01/16 0 0 33,009 0.02000 Actual/360 80 6,700,000 6,700,000 120 119 10/01/16 360 360 39,312 0.02000 Actual/360 81 6,700,000 6,691,622 180 179 10/01/21 300 299 43,595 0.08000 Actual/360 82 6,500,000 6,500,000 60 60 11/01/11 0 0 35,478 0.08000 Actual/360 86 6,352,000 6,352,000 120 120 11/01/16 360 360 38,036 0.11000 Actual/360 88 6,500,000 6,500,000 60 60 12/01/11 360 360 39,600 0.02000 Actual/360 92 5,700,000 5,700,000 120 115 06/01/16 360 360 36,216 0.02000 Actual/360 95 5,520,000 5,520,000 120 118 09/01/16 360 360 33,380 0.02000 Actual/360 99 5,100,000 5,095,739 120 119 10/01/16 360 359 30,479 0.02000 Actual/360 100 5,000,000 5,000,000 120 120 11/01/16 0 0 24,633 0.02000 Actual/360 101 5,000,000 5,000,000 120 119 10/01/16 360 360 29,846 0.02000 Actual/360 105 4,700,000 4,700,000 120 120 11/01/16 360 360 28,939 0.05000 Actual/360 106 4,650,000 4,650,000 120 118 09/01/16 360 360 28,760 0.02000 Actual/360 115 4,313,000 4,309,560 120 119 10/01/16 360 359 26,262 0.07000 Actual/360 116 4,300,000 4,300,000 120 120 11/01/16 0 0 21,185 0.02000 Actual/360 118 4,000,000 4,000,000 120 120 11/01/16 0 0 19,707 0.02000 Actual/360 121 4,000,000 3,938,768 120 105 08/01/15 360 345 23,140 0.02000 Actual/360 122 3,880,000 3,880,000 120 119 10/01/16 360 360 23,513 0.02000 Actual/360 124 3,775,000 3,775,000 120 115 06/01/16 360 360 23,317 0.02000 Actual/360 125 3,750,000 3,745,684 120 119 10/01/16 300 299 25,360 0.09000 Actual/360 127 3,520,000 3,513,662 120 118 09/01/16 360 358 21,265 0.02000 Actual/360 128 3,475,000 3,475,000 120 118 09/01/16 360 360 20,634 0.07000 Actual/360 129 3,475,000 3,460,094 120 115 06/01/16 360 355 21,351 0.02000 Actual/360 130 3,350,000 3,346,105 120 119 10/01/16 300 299 22,550 0.09000 Actual/360 133 3,100,000 3,100,000 120 120 11/01/16 360 360 19,452 0.02000 Actual/360 134 3,125,000 3,093,929 120 115 06/01/16 240 235 23,047 0.09000 Actual/360 135 3,000,000 3,000,000 120 119 10/01/16 360 360 18,368 0.11000 Actual/360 136 3,000,000 3,000,000 120 120 11/01/16 300 300 19,421 0.09000 Actual/360 137 3,000,000 3,000,000 120 119 10/01/16 360 360 18,335 0.11000 Actual/360 139 2,900,000 2,894,830 120 118 09/01/16 360 358 17,602 0.07000 Actual/360 140 2,860,000 2,855,222 120 118 09/01/16 360 358 17,889 0.02000 Actual/360 142 2,640,000 2,635,569 120 118 09/01/16 360 358 16,479 0.02000 Actual/360 143 2,600,000 2,600,000 120 119 10/01/16 360 360 15,588 0.11000 Actual/360 144 2,300,000 2,300,000 120 119 10/01/16 360 360 14,349 0.02000 Actual/360 145 2,020,000 2,020,000 120 112 03/01/16 360 360 11,981 0.02000 Actual/360 146 1,900,000 1,900,000 120 112 03/01/16 360 360 11,270 0.02000 Actual/360 148 1,300,000 1,300,000 120 112 03/01/16 360 360 7,711 0.02000 Actual/360 149 1,160,000 1,160,000 120 112 03/01/16 360 360 6,880 0.02000 Actual/360 150 1,000,000 1,000,000 120 120 11/01/16 0 0 4,927 0.02000 Actual/360 151 1,000,000 999,210 120 119 10/01/16 360 359 6,112 0.07000 Actual/360 Originator/ ARD ARD Step Crossed Loan Letter of Loan # (Y/N) Up (%) Title Type Loan Seller Guarantor Credit - ------ ----- -------- ----------------- ------- ----------- ------------------------------------- ---------- 1 No Fee JPMCB The GFW Trust, The GFW II Trust No 013f 1 No Fee JPMCB The GFW Trust, The GFW II Trust No 2 No Fee JPMCB Centro Watt America REIT 16A, Inc. No 2.01 No Fee JPMCB No 2.02 No Fee JPMCB No 2.03 No Fee JPMCB No 2.04 No Fee JPMCB No 2.05 No Fee JPMCB No 2.06 No Fee JPMCB No 2.07 No Fee JPMCB No 2.08 No Fee JPMCB No 2.09 No Fee JPMCB No 2.1 No Fee JPMCB No 2.11 No Fee JPMCB No 2.12 No Fee JPMCB No 2.13 No Fee JPMCB No 2.14 No Fee JPMCB No 4 No Fee JPMCB CNL Financial Group, Inc. No 4.01 No Fee JPMCB No 4.02 No Fee JPMCB No 5 No Fee JPMCB Centro Watt America REIT 10, Inc. No 6 No Fee JPMCB Behringer Harvard REIT I, Inc. No 9 No Fee JPMCB Gregory Christopher 7,650,000.0 12 No Fee JPMCB W. Eric Brauss No 13 No Fee JPMCB DCD America, Inc. No 17 No Leasehold JPMCB Fritz H. Wolff No 19 No Fee JPMCB Kevin A. Shields, Michael & Olga No Krambs, Stanley & Betty Isbell, John Hitzler, Peter & Ruth Levison, David Moore & Beverly Monchun, Harriet Skarie & Harriet Smith, Janice Herrera, Mario Herrera, Thomas Ford, John & Maria Faturos, Scott Francis, Richard Sa 21 No Fee JPMCB 471 Culebra Investors, LP No 22 No Fee JPMCB Shady Grove Center, Robert Begelman, No Adam Schwartz 26 No Fee JPMCB Finlay Partners, LLC No 27 No Fee JPMCB Michael Edelstein, Florence Edelstein No 29 No Fee JPMCB Richard Ferris, Daniel E. Schweid, Jim No S. Channell, Nancy S. Friedman, George R. M. Ramsay, Jr., Joan Dvorak-Davey 31 No Fee JPMCB Ellis Partners LLC No 32 No Fee JPMCB Behringer Harvard REIT I, Inc. No 34 No Fee JPMCB VF II - Sunnyside, LLC No 39 No Fee JPMCB Jonathan Berns, Edward Schwartz No 42 No Fee and Leasehold JPMCB David Israel 250,000.0 43 No Fee JPMCB William J. Fettis, Dennis L. Cherette No 45 No Fee JPMCB Flagship Investment I LLC, Thomas J. No Cannon III 51 No Fee JPMCB Tim L. Cantrell, Richard M. Burch No 52 No Fee JPMCB Brian Forster, Andrew J. Sobel No 56 No Fee JPMCB Tim L. Cantrell, Richard M. Burch No 57 No Fee JPMCB John F. Walsh, D. Timothy Byrne No 58 No Fee JPMCB Lawrence Goodman No 64 No Fee JPMCB Andrew J. Sobel, Douglas Huberman No 66 No Fee JPMCB Jean M. Kochevar No 67 No Fee JPMCB Michael Schlesinger No 69 No Fee JPMCB Michael Edelstein, Florence Edelstein No 70 No Fee JPMCB Jeffery E. Sobel No 71 No Fee JPMCB Spencer Graves, Jon Moffett, John R. No Rucker, II, John C. Hayes, Jr. 73 No Fee JPMCB James G. Petrucci, Gregory T. No Rogerson, David Haut 78 No Fee JPMCB Mike Schuminsky No 79 No Fee JPMCB Michael Edelstein, Florence Edelstein No 80 No Fee JPMCB Charles F. Weber No 81 No Fee JPMCB Monocacy Business Center, LLC No 82 No Fee JPMCB N. Bernard Aldridge No 86 No Fee JPMCB David R. Gencarella No 88 No Fee JPMCB John Viet Quoc Vo No 92 No Fee JPMCB Mary LoBianco Fetch, Dennis I. Fetch No 95 No Fee JPMCB Samuel Friedler 100,000.0 99 No Fee JPMCB Robert Eissenberg, Baruch Harrar No 100 No Fee JPMCB Michael Edelstein, Florence Edelstein No 101 No Fee JPMCB Michael B. Gimbert, The Shoppes at No Dunkirk LLC, Country Plaza LLC 105 No Fee JPMCB Matthew Jonna, Edward Jonna and Maury 200,000.0 Feuerman 106 No Fee JPMCB Roland Fleck, Ernest Schabauer No 115 No Fee JPMCB Frank S. DeFilippo, Nicholas Corcokios No 116 No Fee JPMCB Michael Edelstein, Florence Edelstein No 118 No Fee JPMCB Michael Edelstein, Florence Edelstein No 121 No Fee JPMCB Robert D. Lehman, Mildred Lehman No 122 No Fee JPMCB Debbie Tessler No 124 No Fee JPMCB Gregory F. Perlman, GH Capital, LLC No 125 No Fee JPMCB Dhumesh Patel, Sandip R. Patel and No Madhu M. Patel 127 No Fee JPMCB William F. Kingsmill, III No 128 No Fee JPMCB Richard Aguilar No 129 No Fee JPMCB David A. Buich, Karen Louise Buich, No Gerald Gregory Hall, Sandra Lois Hall 130 No Fee JPMCB Dhumesh Patel, Madhu M. Patel No 133 No Fee JPMCB David M. Currey, David and Sue Currey No Irrevocable Children's Trust Under Trust Agreement Dated December 1, 1997 134 No Fee JPMCB Rajesh Aggarwal, Reita N. Aggarwal No 135 No Fee JPMCB Herbert R. Coleman, III No 136 No Fee JPMCB Ghanshyam Patel, M.D. No 137 No Fee JPMCB Debra J. Pyzyk No 139 No Fee JPMCB Paul Bergman, Issac Michael Bergman No 140 No Fee JPMCB Dharampal S. Dhillon, Balbir K. Dhillon No 142 No Fee JPMCB Abraham Retek No 143 No Fee JPMCB Michael P. Ziegler No 144 No Fee JPMCB James E. McKellar 130,000.0 145 No Fee JPMCB Gregory F. Perlman, GH Capital, LLC No 146 No Fee JPMCB Gregory F. Perlman, GH Capital, LLC No 148 No Fee JPMCB Gregory F. Perlman, GH Capital LLC No 149 No Fee JPMCB Gregory F. Perlman, GH Capital LLC No 150 No Fee JPMCB Michael Edelstein, Florence Edelstein No 151 No Fee JPMCB Nicholas Corcokios No UPFRONT ESCROW ------------------------------------------------------------------------------------------------------------- Upfront CapEx Upfront Eng. Upfront Envir. Upfront TI/LC Upfront RE Tax Upfront Ins. Upfront Other Loan # Reserve Reserve Reserve Reserve Reserve Reserve Reserve - ------ ------------- ------------ -------------- ------------- -------------- ------------ ------------- 1 0.00 0.00 0.00 5,379,550.00 834,729.83 0.00 14,200,000.00 2 0.00 0.00 0.00 0.00 0.00 0.00 0.00 2.01 2.02 2.03 2.04 2.05 2.06 2.07 2.08 2.09 2.1 2.11 2.12 2.13 2.14 4 0.00 0.00 0.00 5,227,156.00 377,659.00 0.00 447,976.00 4.01 4.02 5 0.00 0.00 0.00 0.00 0.00 0.00 0.00 6 0.00 0.00 0.00 497,912.00 0.00 0.00 0.00 9 0.00 0.00 0.00 0.00 0.00 0.00 0.00 12 0.00 504,062.00 0.00 0.00 672,812.00 92,757.29 0.00 13 0.00 6,250.00 0.00 2,005,459.00 354,202.48 56,659.16 0.00 17 0.00 0.00 0.00 1,000,000.00 14,638.73 3,028.08 884,850.00 19 0.00 0.00 0.00 2,500,000.00 71,182.41 3,929.33 0.00 21 0.00 0.00 0.00 0.00 457,178.37 22,110.88 0.00 22 0.00 0.00 0.00 50,000.00 70,724.17 12,424.17 0.00 26 500,000.00 15,000.00 0.00 0.00 310,048.06 52,571.33 119,000.00 27 0.00 0.00 0.00 0.00 0.00 0.00 0.00 29 0.00 38,500.00 0.00 0.00 152,112.55 2,267.92 132,100.00 31 0.00 0.00 0.00 0.00 0.00 0.00 0.00 32 0.00 405,000.00 0.00 152,802.15 0.00 0.00 0.00 34 0.00 0.00 0.00 0.00 67,868.77 6,221.50 0.00 39 0.00 7,625.00 0.00 500,000.00 91,811.19 0.00 0.00 42 0.00 62,500.00 0.00 0.00 24,044.58 14,500.00 0.00 43 0.00 0.00 0.00 0.00 49,356.23 7,916.67 0.00 45 0.00 0.00 0.00 0.00 1,976.13 8,555.00 0.00 51 0.00 0.00 0.00 0.00 215,491.76 51,580.83 0.00 52 12,495.00 0.00 0.00 150,000.00 74,654.31 17,564.00 0.00 56 0.00 0.00 0.00 0.00 169,868.64 42,346.33 0.00 57 0.00 0.00 0.00 0.00 14,888.41 21,061.25 0.00 58 0.00 0.00 140,000.00 0.00 137,353.69 2,055.08 0.00 64 0.00 0.00 0.00 0.00 41,171.70 2,205.83 0.00 66 0.00 35,125.00 0.00 0.00 0.00 10,575.00 0.00 67 0.00 1,875.00 0.00 0.00 78,903.75 8,110.25 593,890.60 69 0.00 0.00 0.00 0.00 0.00 0.00 0.00 70 0.00 0.00 0.00 149,520.00 24,766.04 0.00 0.00 71 0.00 0.00 0.00 0.00 11,372.17 11,145.00 0.00 73 0.00 0.00 0.00 249,000.00 29,139.25 30,889.17 0.00 78 0.00 0.00 0.00 0.00 163,125.75 5,049.33 0.00 79 0.00 0.00 0.00 0.00 0.00 0.00 0.00 80 0.00 0.00 0.00 0.00 6,508.17 11,666.67 0.00 81 0.00 0.00 0.00 0.00 0.00 0.00 0.00 82 0.00 0.00 6,000.00 200,000.00 0.00 0.00 0.00 86 0.00 0.00 0.00 0.00 0.00 8,306.08 500.00 88 0.00 0.00 10,000.00 0.00 24,645.08 10,055.33 1,050,000.00 92 220,000.00 0.00 0.00 0.00 63,141.33 9,128.52 0.00 95 157.00 52,225.00 0.00 0.00 27,492.84 2,056.00 0.00 99 0.00 0.00 0.00 0.00 13,022.36 2,044.58 0.00 100 0.00 0.00 0.00 0.00 0.00 0.00 0.00 101 0.00 0.00 0.00 0.00 8,113.53 8,907.00 0.00 105 0.00 0.00 0.00 0.00 10,244.16 0.00 0.00 106 0.00 0.00 0.00 3,957.00 3,125.00 359.33 17,168.40 115 0.00 0.00 0.00 50,000.00 0.00 6,453.00 238,000.00 116 0.00 0.00 0.00 0.00 0.00 0.00 0.00 118 0.00 12,000.00 0.00 0.00 0.00 0.00 0.00 121 0.00 0.00 0.00 0.00 9,615.16 17,922.45 0.00 122 0.00 3,750.00 0.00 0.00 104,910.00 2,613.00 0.00 124 0.00 5,250.00 0.00 0.00 27,665.21 36,682.33 0.00 125 0.00 50,000.00 0.00 0.00 6,450.57 21,055.87 0.00 127 0.00 0.00 0.00 48,967.92 21,270.56 7,458.33 0.00 128 0.00 41,244.00 0.00 0.00 65,760.83 15,470.40 0.00 129 0.00 0.00 0.00 0.00 8,039.28 1,350.16 0.00 130 0.00 9,286.00 0.00 0.00 4,700.21 6,267.49 0.00 133 0.00 0.00 0.00 0.00 0.00 3,272.50 177,985.02 134 0.00 0.00 0.00 0.00 37,897.96 20,504.25 0.00 135 0.00 0.00 0.00 0.00 4,760.67 3,600.00 0.00 136 0.00 0.00 0.00 0.00 2,244.22 15,197.23 0.00 137 0.00 0.00 0.00 0.00 34,073.42 16,619.75 0.00 139 0.00 0.00 403,500.00 0.00 13,635.50 9,404.00 0.00 140 0.00 0.00 0.00 16,000.00 36,666.00 1,346.50 25,625.00 142 0.00 0.00 0.00 50,000.00 2,235.78 2,892.75 0.00 143 0.00 0.00 0.00 0.00 0.00 5,733.00 0.00 144 0.00 0.00 0.00 0.00 3,928.98 5,679.44 61,296.00 145 0.00 26,250.00 0.00 0.00 8,704.44 12,585.83 1,750.00 146 0.00 31,875.00 0.00 0.00 4,671.38 8,006.17 1,750.00 148 0.00 1,375.00 0.00 0.00 4,913.51 6,882.33 1,750.00 149 0.00 14,000.00 0.00 0.00 5,692.22 6,874.08 1,750.00 150 0.00 0.00 0.00 0.00 0.00 0.00 0.00 151 0.00 0.00 0.00 0.00 0.00 2,729.75 0.00 MONTHLY ESCROW ------------------------------------------------------------------------------------ Monthly Monthly Monthly Monthly Monthly Capex Envir. TI/LC Monthly RE Ins. Other Grace Lockbox Defeasance Loan # Reserve Reserve Reserve Tax Reserve Reserve Reserve Period In-place Property Type Permitted - ------ -------- ------- -------- ----------- -------- ------- ------ -------- -------------- ---------- 1 9900.00 0.00 0.00 417364.92 0.00 0.00 10 Yes Office Yes 2 0.00 0.00 0.00 0.00 0.00 0.00 7 Yes Retail Yes 2.01 7 Retail 2.02 7 Retail 2.03 7 Retail 2.04 7 Retail 2.05 7 Retail 2.06 7 Retail 2.07 7 Retail 2.08 7 Retail 2.09 7 Retail 2.1 7 Retail 2.11 7 Retail 2.12 7 Retail 2.13 7 Retail 2.14 7 Retail 4 6209.00 0.00 25871.00 188830.00 0.00 0.00 7 Yes Office Yes 4.01 7 Yes Office 4.02 7 Yes Office 5 0.00 0.00 0.00 0.00 0.00 0.00 7 Yes Retail Yes 6 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes Office Yes 9 0.00 0.00 0.00 0.00 0.00 0.00 7 No Retail Yes 12 4632.25 0.00 0.00 64077.33 7420.58 0.00 5 No Retail Yes 13 1675.53 0.00 11083.34 88550.62 4358.40 0.00 10 No Office Yes 17 0.00 0.00 0.00 14638.73 3028.08 0.00 7 Yes Industrial No 19 1114.17 0.00 0.00 35591.21 1964.67 0.00 10 No Office Yes 21 1754.42 0.00 0.00 41561.67 2010.08 0.00 7 No Retail No 22 1375.50 0.00 4166.67 17681.23 2484.83 0.00 7 No Mixed Use Yes 26 6333.33 0.00 0.00 28186.19 6571.42 0.00 10 No Multifamily Yes 27 0.00 0.00 0.00 0.00 0.00 0.00 7 No Multifamily Yes 29 2437.00 0.00 5000.00 38028.14 2267.92 0.00 7 No Retail Yes 31 0.00 0.00 0.00 0.00 0.00 0.00 7 Yes Office Yes 32 0.00 0.00 0.00 0.00 0.00 0.00 0 No Office Yes 34 0.00 0.00 4166.67 16967.19 2073.83 0.00 7 No Industrial Yes 39 1702.75 0.00 8300.00 30603.73 1668.50 0.00 7 No Office Yes 42 0.00 0.00 8156.00 24044.58 2416.67 0.00 7 No Retail Yes 43 3310.29 0.00 0.00 24678.12 3958.33 0.00 10 No Multifamily Yes 45 626.08 0.00 2000.00 1976.13 2138.75 0.00 7 No Retail Yes 51 4952.00 0.00 0.00 17957.65 4689.17 0.00 7 No Multifamily Yes 52 879.25 0.00 0.00 12,442,39 2195.50 0.00 7 No Office Yes 56 4338.00 0.00 0.00 14155.72 3849.67 0.00 7 No Multifamily Yes 57 5460.25 0.00 0.00 4962.80 3008.75 0.00 7 No Multifamily Yes 58 2109.03 0.00 8333.33 15261.52 2055.08 0.00 7 No Retail Yes 64 520.24 0.00 3468.33 8234.34 1102.91 0.00 7 No Mixed Use Yes 66 5287.50 0.00 0.00 18876.59 3525.00 0.00 7 No Multifamily Yes 67 2403.13 0.00 4957.66 15780.75 2703.42 0.00 7 Yes Retail Yes 69 0.00 0.00 0.00 0.00 0.00 0.00 7 No Multifamily Yes 70 0.00 0.00 0.00 8255.35 0.00 0.00 7 No Office Yes 71 2300.00 0.00 0.00 5686.08 928.75 0.00 7 No Multifamily Yes 73 528.75 0.00 2083.33 14569.63 3088.92 0.00 7 No Retail Yes 78 761.92 0.00 0.00 12370.08 631.17 0.00 7 No Self-Storage Yes 79 0.00 0.00 0.00 0.00 0.00 0.00 7 No Multifamily Yes 80 0.00 0.00 0.00 6508.17 1666.67 0.00 7 No Multifamily Yes 81 0.00 0.00 0.00 0.00 0.00 0.00 7 No Industrial No 82 0.00 0.00 0.00 0.00 0.00 0.00 7 No Industrial Yes 86 4727.75 0.00 0.00 10178.83 4153.04 0.00 7 No Multifamily Yes 88 544.85 0.00 4500.00 4929.01 1256.92 0.00 7 No Retail Yes 92 4041.67 0.00 0.00 7892.67 3042.50 0.00 7 No Multifamily Yes 95 157.00 0.00 1389.00 6873.21 1028.00 0.00 7 No Retail Yes 99 0.00 0.00 0.00 0.00 0.00 0.00 7 Yes Retail Yes 100 0.00 0.00 0.00 0.00 0.00 0.00 7 No Multifamily Yes 101 0.00 0.00 833.33 2704.51 1484.50 0.00 7 No Retail Yes 105 0.00 0.00 2100.00 3414.72 0.00 0.00 7 No Retail Yes 106 517.00 0.00 2922.00 3125.00 359.33 0.00 7 No Industrial Yes 115 0.00 0.00 0.00 11982.27 2151.00 0.00 7 No Office Yes 116 0.00 0.00 0.00 0.00 0.00 0.00 7 No Multifamily Yes 118 0.00 0.00 0.00 0.00 0.00 0.00 7 No Multifamily Yes 121 1723.87 0.00 0.00 10417.30 2977.00 0.00 4 No Industrial No 122 1212.59 0.00 0.00 10491.00 653.25 0.00 7 Yes Retail Yes 124 4400.00 0.00 0.00 3952.17 2620.17 0.00 7 No Multifamily Yes 125 4066.67 0.00 0.00 3225.29 2631.98 0.00 7 No Hotel Yes 127 171.03 0.00 0.00 1933.69 1864.58 0.00 7 No Retail Yes 128 2520.83 0.00 0.00 6576.08 1406.40 0.00 7 No Multifamily Yes 129 564.90 0.00 1666.67 4019.64 675.08 0.00 7 No Retail Yes 130 3739.75 0.00 0.00 2350.10 2089.16 0.00 7 No Hotel Yes 133 112.50 0.00 1170.00 5820.56 297.50 0.00 10 No Retail Yes 134 5294.02 0.00 0.00 4458.58 1577.25 0.00 7 No Hotel Yes 135 77.71 0.00 0.00 793.44 300.00 0.00 7 No Multifamily Yes 136 3423.17 0.00 0.00 2244.22 1381.57 0.00 7 No Hotel Yes 137 2710.38 0.00 0.00 3097.58 2374.25 0.00 7 No Multifamily Yes 139 896.92 0.00 1500.00 2727.10 1175.50 0.00 7 No Industrial Yes 140 0.00 0.00 1133.77 7333.33 673.25 0.00 7 No Retail Yes 142 1659.00 0.00 4667.00 2235.78 413.25 0.00 7 No Retail Yes 143 108.00 0.00 1250.00 1134.73 477.75 0.00 7 No Retail Yes 144 285.08 0.00 0.00 1309.66 2839.72 0.00 7 No Office Yes 145 2078.00 0.00 0.00 2176.11 1144.17 0.00 7 No Multifamily Yes 146 1461.00 0.00 0.00 1167.84 727.83 0.00 7 No Multifamily Yes 148 1041.67 0.00 0.00 1228.38 625.67 0.00 7 No Multifamily Yes 149 1140.00 0.00 0.00 1423.05 624.92 0.00 7 No Multifamily Yes 150 0.00 0.00 0.00 0.00 0.00 0.00 7 No Multifamily Yes 151 0.00 0.00 0.00 3468.92 909.58 0.00 7 No Retail Yes Final Remaining Interest Maturity Amortization Term Loan # Accrual Period Loan Group Date for Balloon Loans - ------ -------------- ---------- -------- ----------------- 1 Actual/360 1 2 Actual/360 1 2.01 1 2.02 1 2.03 1 2.04 1 2.05 1 2.06 1 2.07 1 2.08 1 2.09 1 2.1 1 2.11 1 2.12 1 2.13 1 2.14 1 4 Actual/360 1 4.01 1 4.02 1 5 Actual/360 1 6 Actual/360 1 360 9 Actual/360 1 360 12 Actual/360 1 360 13 Actual/360 1 360 17 Actual/360 1 360 19 Actual/360 1 360 21 Actual/360 1 22 Actual/360 1 360 26 Actual/360 2 360 27 Actual/360 1 29 Actual/360 1 360 31 Actual/360 1 32 Actual/360 1 360 34 Actual/360 1 39 Actual/360 1 360 42 Actual/360 1 360 43 Actual/360 2 360 45 Actual/360 1 360 51 Actual/360 2 360 52 Actual/360 1 360 56 Actual/360 2 360 57 Actual/360 2 360 58 Actual/360 1 360 64 30/360 1 360 66 Actual/360 2 360 67 Actual/360 1 360 69 Actual/360 1 70 Actual/360 1 360 71 Actual/360 2 360 73 Actual/360 1 360 78 Actual/360 1 360 79 Actual/360 2 80 Actual/360 2 360 81 Actual/360 1 300 82 Actual/360 1 86 Actual/360 2 360 88 Actual/360 1 360 92 Actual/360 2 360 95 Actual/360 1 360 99 Actual/360 1 360 100 Actual/360 2 101 Actual/360 1 360 105 Actual/360 1 360 106 Actual/360 1 360 115 Actual/360 1 360 116 Actual/360 2 118 Actual/360 1 121 Actual/360 1 360 122 Actual/360 1 360 124 Actual/360 2 360 125 Actual/360 1 300 127 Actual/360 1 360 128 Actual/360 2 360 129 Actual/360 1 360 130 Actual/360 1 300 133 Actual/360 1 360 134 Actual/360 1 240 135 Actual/360 2 360 136 Actual/360 1 300 137 Actual/360 2 360 139 Actual/360 1 360 140 Actual/360 1 360 142 Actual/360 1 360 143 Actual/360 1 360 144 Actual/360 1 360 145 Actual/360 2 360 146 Actual/360 2 360 148 Actual/360 2 360 149 Actual/360 2 360 150 Actual/360 2 151 Actual/360 1 360
EXHIBIT B REPRESENTATIONS AND WARRANTIES OF THE SELLER (1) No Mortgage Loan is 30 days or more delinquent in payment of principal and interest (without giving effect to any applicable grace period in the related Mortgage Note) as of the Cut-off Date and no Mortgage Loan has been 30 days or more (without giving effect to any applicable grace period in the related Mortgage Note) past due. (2) Except with respect to the ARD Loans, which provide that the rate at which interest accrues thereon increases after the Anticipated Repayment Date, the Mortgage Loans (exclusive of any default interest, late charges or prepayment premiums) are fixed rate mortgage loans with terms to maturity, at origination or as of the most recent modification, as set forth in the Mortgage Loan Schedule. (3) The information pertaining to each Mortgage Loan set forth on the Mortgage Loan Schedule is true and correct in all material respects as of the Cut-off Date. (4) At the time of the assignment of the Mortgage Loans to the Purchaser, the Seller had good and marketable title to and was the sole owner and holder of, each Mortgage Loan, free and clear of any pledge, lien, encumbrance or security interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain Servicing Rights Purchase Agreement, dated as of November 16, 2006 between the Master Servicer and Seller) and such assignment validly and effectively transfers and conveys all legal and beneficial ownership of the Mortgage Loans to the Purchaser free and clear of any pledge, lien, encumbrance or security interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain Servicing Rights Purchase Agreement, dated as of November 16, 2006, between the Master Servicer and Seller). (5) In respect of each Mortgage Loan, (A) in reliance on public documents or certified copies of the incorporation or partnership or other entity documents, as applicable, delivered in connection with the origination of such Mortgage Loan, the related Mortgagor is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico and (B) as of the Closing Date, 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. There exists with respect to such Mortgaged Property an assignment of leases and rents provision, either as part of the related Mortgage or as a separate document or instrument, which establishes and creates a first priority security interest in and to leases and rents arising in respect of the related Mortgaged Property, subject only to Permitted Encumbrances. Except for the holder of the Subordinate Companion Loan with respect to the AB Mortgage Loans, to the Seller's knowledge, no person other than the related Mortgagor and the mortgagee own any interest in any payments due under the related leases. The related Mortgage or such assignment of leases and rents provision provides for the appointment of a receiver for rents or allows the holder of the related Mortgage to enter into possession of the related Mortgaged Property to collect rent or provides for rents to be paid directly to the holder of the related Mortgage in the event of a default beyond applicable notice and grace periods, if any, under the related Mortgage Loan documents. As of the origination date there were, and, to the Seller's actual knowledge as of the Closing Date, there are, no mechanics' or other similar liens or claims which have been filed for work, labor or materials affecting the related Mortgaged Property which are or may be prior or equal to the lien of the Mortgage, except those that are bonded or escrowed for or which are insured against pursuant to the applicable Title Insurance Policy (as defined below) and except for Permitted Encumbrances. No Mortgaged Property secures any mortgage loan not represented on the Mortgage Loan Schedule; no Mortgage Loan is cross-collateralized or cross-defaulted with any other mortgage loan other than one or more Mortgage Loans as shown on the Mortgage Loan Schedule; no Mortgage Loan is secured by property which secures another mortgage loan other than one or more Mortgage Loans as shown on the Mortgage Loan Schedule. Notwithstanding the foregoing, no representation is made as to the perfection of any security interest in rent, operating revenues or other personal property to the extent that possession or control of such items or actions other than the filing of UCC Financing Statements are required in order to effect such perfection. (7) The related Mortgagor under each Mortgage Loan has good and indefeasible fee simple or, with respect to those Mortgage Loans described in paragraph (20) hereof, leasehold title to the related Mortgaged Property comprising real estate subject to any Permitted Encumbrances. (8) The Seller has received an American Land Title Association (ALTA) lender's title insurance policy or a comparable form of lender's title insurance policy (or escrow instructions binding on the Title Insurer (as defined below) and irrevocably obligating the Title Insurer to issue such title insurance policy or a title policy commitment or pro-forma "marked up" at the closing of the related Mortgage Loan and countersigned or otherwise approved by the Title Insurer or its authorized agent) as adopted in the applicable jurisdiction (the "Title Insurance Policy"), which was issued by a nationally recognized title insurance company (the "Title Insurer") qualified to do business in the jurisdiction where the applicable Mortgaged Property is located (unless such jurisdiction is the State of Iowa), covering the portion of each Mortgaged Property comprised of real estate and insuring that the related Mortgage is a valid first lien in the original principal amount of the related Mortgage Loan on the Mortgagor's fee simple interest (or, if applicable, leasehold interest) in such Mortgaged Property comprised of real estate, subject only to Permitted Encumbrances. Such Title Insurance Policy was issued in connection with the origination of the related Mortgage Loan. No claims have been made under such Title Insurance Policy. Such Title Insurance Policy is in full force and effect and all premiums thereon have been paid and will provide that the insured includes the owner of the Mortgage Loan and its successors and/or assigns. No holder of the related Mortgage has done, by act or omission, anything that would, and the Seller has no actual knowledge of any other circumstance that would, impair the coverage under such Title Insurance Policy. Such Title Insurance Policy contains no material exclusions for, or affirmatively insures against any losses arising from (other than in jurisdictions in which affirmative insurance is unavailable), (a) lack of access to public roads, (b) material encroachments of any part of the building thereon over easements and (c) the land shown on the survey not being the same as the property legally described in the Mortgage. (9) The related Assignment of Mortgage and the related assignment of the Assignment of Leases executed in connection with each Mortgage, if any, have been recorded in the applicable jurisdiction (or, if not recorded, have been submitted for recording or are in recordable form (but for the insertion of the name and address of the assignee and any related recording information which is not yet available to the Seller)) and constitute the legal, valid and binding assignment of such Mortgage and the related Assignment of Leases from the Seller to the Purchaser. The endorsement of the related Mortgage Note by the Seller constitutes the legal, valid, binding and enforceable (except as such enforcement may be limited by anti-deficiency laws or bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law)) assignment of such Mortgage Note, and together with such Assignment of Mortgage and the related assignment of Assignment of Leases, legally and validly conveys all right, title and interest in such Mortgage Loan and Mortgage Loan documents to the Purchaser. (10) (a) The Mortgage Loan documents for each Mortgage Loan provide that such Mortgage Loan is non-recourse to the related parties thereto except that the related Mortgagor and at least one individual or entity shall be fully liable for actual losses, liabilities, costs and damages arising from fraud or material misrepresentation by the related Mortgagor and/or its principals. Additionally, the Mortgage Loan documents for each Mortgage Loan provide that the related Mortgagor and at least one individual or entity shall be liable to the Seller for any losses incurred by the Seller, its successors and assigns, due to (i) the misapplication or misappropriation of rents, insurance proceeds or condemnation awards, (ii) any act of actual waste, and (iii) any breach of the environmental covenants contained in the related Mortgage Loan documents. (b) The Mortgage Loan documents for each Mortgage Loan contain enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure, and there is no exemption available to the related Mortgagor which would interfere with such right of foreclosure except any statutory right of redemption or as may be limited by anti-deficiency or one form of action laws or by bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). (c) Each of the related Mortgage Notes and Mortgages are the legal, valid and binding obligations of the related Mortgagor named on the Mortgage Loan Schedule and each of the other related Mortgage Loan documents is the legal, valid and binding obligation of the parties thereto (subject to any non-recourse provisions therein), enforceable in accordance with its terms, except as such enforcement may be limited by anti-deficiency or one form of action laws or bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and except that certain provisions of such Mortgage Loan documents are or may be unenforceable in whole or in part under applicable state or federal laws, but the inclusion of such provisions does not render any of the Mortgage Loan documents invalid as a whole, and such Mortgage Loan documents taken as a whole are enforceable to the extent necessary and customary for the practical realization of the principal rights and benefits afforded thereby. (d) The terms of the Mortgage Loans or the related Mortgage Loan documents, have not been altered, impaired, modified or waived in any material respect, except prior to the Cut-off Date by written instrument duly submitted for recordation, to the extent required, and as specifically set forth in the related Mortgage File, and no such alterations, impairments, modifications or waivers have been completed or consented to since the later of October 10, 2006 or the date of receipt by the Seller at or following the closing of the Mortgage Loan, of the Mortgage Loan documents in the final form that will constitute the related Mortgage File. (e) With respect to each Mortgage which is a deed of trust, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with applicable law, and no fees or expenses are or will become payable to the trustee under the deed of trust, except in connection with a trustee's sale after default by the Mortgagor other than de minimis fees paid in connection with the release of the related Mortgaged Property or related security for such Mortgage Loan following payment of such Mortgage Loan in full. (11) No Mortgage Loan has been satisfied, canceled, subordinated, released or rescinded, in whole or in part, and the related Mortgagor has not been released, in whole or in part, from its obligations under any related Mortgage Loan document. (12) Except with respect to the enforceability of any provisions requiring the payment of default interest, late fees, additional interest, prepayment premiums or yield maintenance charges, neither the Mortgage Loan nor any of the related Mortgage Loan documents is subject to any right of rescission, set-off, abatement, diminution, valid counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of any such Mortgage Loan documents, or the exercise (in compliance with procedures permitted under applicable law) of any right thereunder, render any Mortgage Loan documents subject to any right of rescission, set-off, abatement, diminution, valid counterclaim or defense, including the defense of usury (subject to anti-deficiency or one form of action laws and to bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditor's rights generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law)), and no such right of rescission, set-off, abatement, diminution, valid counterclaim or defense has been asserted with respect thereto. None of the Mortgage Loan documents provides for a release of a portion of the Mortgaged Property from the lien of the Mortgage except upon payment or defeasance in full of all obligations under the Mortgage, provided that, notwithstanding the foregoing, certain of the Mortgage Loans may allow partial release (a) upon payment or defeasance of an Allocated Loan Amount which may be formula based, but in no event less than 125% of the Allocated Loan Amount, or (b) in the event the portion of the Mortgaged Property being released was not given any material value in connection with the underwriting or appraisal of the related Mortgage Loan. (13) As of the Closing Date, there is no payment default, after giving effect to any applicable notice and/or grace period, and 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 Loans, in respect of payments due on the related Mortgage Note or Mortgage, directly or indirectly, advanced funds or induced, solicited or knowingly received any advance of funds by a party other than the Mortgagor other than (a) interest accruing on such Mortgage Loan from the date of such disbursement of such Mortgage Loan to the date which preceded by thirty (30) days the first payment date under the related Mortgage Note and (b) application and commitment fees, escrow funds, points and reimbursements for fees and expenses, incurred in connection with the origination and funding of the Mortgage Loan. (b) No Mortgage Loan has capitalized interest included in its principal balance, or provides for any shared appreciation rights or other equity participation therein and no contingent or additional interest contingent on cash flow or negative amortization (other than with respect to the deferment of payment with respect to ARD Loans) is due thereon. (c) Each Mortgage Loan identified in the Mortgage Loan Schedule as an ARD Loan starts to amortize no later than the Due Date of the calendar month immediately after the calendar month in which such ARD Loan closed and substantially fully amortizes over its stated term, which term is at least 60 months after the related Anticipated Repayment Date. Each ARD Loan has an Anticipated Repayment Date not less than seven years following the origination of such Mortgage Loan. If the related Mortgagor elects not to prepay its ARD Loan in full on or prior to the Anticipated Repayment Date pursuant to the existing terms of the Mortgage Loan or a unilateral option (as defined in Treasury Regulations under Section 1001 of the Code) in the Mortgage Loan exercisable during the term of the Mortgage Loan, (i) the Mortgage Loan's interest rate will step up to an interest rate per annum as specified in the related Mortgage Loan documents; provided, however, that payment of such Excess Interest shall be deferred until the principal of such ARD Loan has been paid in full; (ii) all or a substantial portion of the Excess Cash Flow (which is net of certain costs associated with owning, managing and operating the related Mortgaged Property) collected after the Anticipated Repayment Date shall be applied towards the prepayment of such ARD Loan and once the principal balance of an ARD Loan has been reduced to zero all Excess Cash Flow will be applied to the payment of accrued Excess Interest; and (iii) if the property manager for the related Mortgaged Property can be removed by or at the direction of the mortgagee on the basis of a debt service coverage test, the subject debt service coverage ratio shall be calculated without taking account of any increase in the related Mortgage Interest Rate on such Mortgage Loan's Anticipated Repayment Date. No ARD Loan provides that the property manager for the related Mortgaged Property can be removed by or at the direction of the mortgagee solely because of the passage of the related Anticipated Repayment Date. (d) Each Mortgage Loan identified in the Mortgage Loan Schedule as an ARD Loan with a hard lockbox requires that tenants at the related Mortgaged Property shall (and each Mortgage Loan identified in the Mortgage Loan Schedule as an ARD Loan with a springing lockbox requires that tenants at the related Mortgaged Property shall, upon the occurrence of a specified trigger event, including, but not limited to, the occurrence of the related Anticipated Repayment Date) make rent payments into a lockbox controlled by the holder of the Mortgage Loan and to which the holder of the Mortgage Loan has a first perfected security interest; provided however, with respect to each ARD Loan which is secured by a multi-family property with a hard lockbox, or with respect to each ARD Loan which is secured by a multi-family property with a springing lockbox, upon the occurrence of a specified trigger event, including, but not limited to, the occurrence of the related Anticipated Repayment Date, tenants either pay rents to a lockbox controlled by the holder of the Mortgage Loan or deposit rents with the property manager who will then deposit the rents into a lockbox controlled by the holder of the Mortgage Loan. (15) The terms of the Mortgage Loan documents evidencing such Mortgage Loan comply in all material respects with all applicable local, state and federal laws and regulations and the Seller has complied with all material requirements pertaining to the origination, funding and servicing of the Mortgage Loans, including but not limited to, usury and any and all other material requirements of any federal, state or local law to the extent non-compliance would have a material adverse effect on the Mortgage Loan. (16) To the Seller's knowledge and subject to paragraph (37) hereof, as of the date of origination of the Mortgage Loan, based on inquiry customary in the industry, the related Mortgaged Property was, and to the Seller's actual knowledge and subject to paragraph (37) hereof, as of the Closing Date, the related Mortgaged Property is, in all material respects, in compliance with, and 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, and in reliance upon, the applicable engineering report (which was performed within 12 months prior to the Cut-off Date) related to the Mortgaged Property and, to Seller's knowledge as of the Closing Date, the related Mortgaged Property is either (i) in good repair, free and clear of any damage that would materially adversely affect the value of such Mortgaged Property as security for such Mortgage Loan or the use and operation of the Mortgaged Property as it was being used or operated as of the origination date or (ii) escrows in an amount consistent with the standard utilized by the Seller with respect to similar loans it holds for its own account have been established, which escrows will in all events be not less than 100% of the estimated cost of the required repairs. Since the origination date, to the Seller's knowledge, such Mortgaged Property has not been damaged by fire, wind or other casualty or physical condition (including, without limitation, any soil erosion or subsidence or geological condition), which damage has not been fully repaired or fully insured, or for which escrows in an amount consistent with the standard utilized by the Seller with respect to loans it holds for its own account have not been established. (b) As of the origination date of such Mortgage Loan and to the Seller's actual knowledge, as of the Closing Date, there are no proceedings pending or, to the Seller's actual knowledge, threatened, for the partial or total condemnation of the relevant Mortgaged Property. (20) With respect to the Mortgage Loans that are identified on Exhibit A as being secured in whole or in part by a leasehold estate (a "Ground Lease") (except with respect to any Mortgage Loan also secured by the related fee interest in the Mortgaged Property): (a) such Ground Lease or a memorandum thereof has been or will be duly recorded; such Ground Lease, or other agreement received by the originator of the Mortgage Loan from the ground lessor, provides that the interest of the lessee thereunder may be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns, in a manner that would materially and adversely affect the security provided by the Mortgage; as of the date of origination of the Mortgage Loan, there was no material change of record in the terms of such Ground Lease with the exception of written instruments which are part of the related Mortgage File and Seller has no knowledge of any material change in the terms of such Ground Lease since the recordation of the related Mortgage, with the exception of written instruments which are part of the related Mortgage File; (b) such Ground Lease is not subject to any liens or encumbrances superior to, or of equal priority with, the related Mortgage, other than the related fee interest and Permitted Encumbrances, and such Ground Lease is, and shall remain, prior to any mortgage or other lien upon the related fee interest (other than the Permitted Encumbrances) unless a nondisturbance agreement is obtained from the holder of any such mortgage or lien on the fee interest, which nondisturbance agreement is assignable to or for the benefit of the related lessee and the related mortgagee; (c) such Ground Lease or another agreement received by the originator of the Mortgage Loan from the ground lessor provides that upon foreclosure of the related Mortgage or assignment of the Mortgagor's interest in such Ground Lease in lieu thereof, the mortgagee under such Mortgage is entitled to become the owner of such interest upon notice to, but without the consent of, the lessor thereunder and, in the event that such mortgagee (or any of its successors and assigns under the Mortgage) becomes the owner of such interest, such interest is further assignable by such mortgagee (or any of its successors and assigns under the Mortgage) upon notice to such lessor, but without a need to obtain the consent of such lessor; (d) such Ground Lease is in full force and effect and no default of tenant or ground lessor was in existence at origination, or to the Seller's knowledge, is currently in existence under such Ground Lease, nor at origination was, or to the Seller's knowledge, is there any condition which, but for the passage of time or the giving of notice, would result in a default under the terms of such Ground Lease; either such Ground Lease or a separate agreement contains the ground lessor's covenant that it shall not amend, modify, cancel or terminate such Ground Lease without the prior written consent of the mortgagee under such Mortgage and any amendment, modification, cancellation or termination of the Ground Lease without the prior written consent of the related mortgagee, or its successors or assigns is not binding on such mortgagee, or its successor or assigns; (e) such Ground Lease or other agreement requires the lessor thereunder to give written notice of any material default by the lessee to the mortgagee under the related Mortgage, provided that such mortgagee has provided the lessor with notice of its lien in accordance with the provisions of such Ground Lease; and such Ground Lease or other agreement provides that no such notice of default and no termination of the Ground Lease in connection with such notice of default shall be effective against such mortgagee unless such notice of default has been given to such mortgagee and any related Ground Lease or other agreement contains the ground lessor's covenant that it will give to the related mortgagee, or its successors or assigns, any notices it sends to the Mortgagor; (f) either (i) the related ground lessor has subordinated its interest in the related Mortgaged Property to the interest of the holder of the Mortgage Loan or (ii) such Ground Lease or other agreement provides that (A) the mortgagee under the related Mortgage is permitted a reasonable opportunity to cure any default under such Ground Lease which is curable, including reasonable time to gain possession of the interest of the lessee under the Ground Lease, after the receipt of notice of any such default before the lessor thereunder may terminate such Ground Lease; (B) in the case of any such default which is not curable by such mortgagee, or in the event of the bankruptcy or insolvency of the lessee under such Ground Lease, such mortgagee has the right, following termination of the existing Ground Lease or rejection thereof by a bankruptcy trustee or similar party, to enter into a new ground lease with the lessor on substantially the same terms as the existing Ground Lease; and (C) all rights of the Mortgagor under such Ground Lease (insofar as it relates to the Ground Lease) may be exercised by or on behalf of such mortgagee under the related Mortgage upon foreclosure or assignment in lieu of foreclosure; (g) such Ground Lease has an original term (or an original term plus one or more optional renewal terms that under all circumstances may be exercised, and will be enforceable, by the mortgagee or its assignee) which extends not less than the greater of (i) 10 years beyond the amortization term or (ii) 20 years beyond the stated maturity date, of the related Mortgage Loan; (h) under the terms of such Ground Lease and the related Mortgage, taken together, any related insurance proceeds will be applied either to the repair or restoration of all or part of the related Mortgaged Property, with the mortgagee under such Mortgage or a financially responsible institution acting as trustee appointed by it, or consented to by it, or by the lessor having the right to hold and disburse such proceeds as the repair or restoration progresses (except in such cases where a provision entitling another party to hold and disburse such proceeds would not be viewed as commercially unreasonable by a prudent commercial mortgage lender), or to the payment in whole or in part of the outstanding principal balance of such Mortgage Loan together with any accrued and unpaid interest thereon; and (i) such Ground Lease does not impose any restrictions on subletting which would be viewed as commercially unreasonable by the Seller; such Ground Lease contains a covenant (or applicable laws provide) that the lessor thereunder is not permitted, in the absence of an uncured default, to disturb the possession, interest or quiet enjoyment of any lessee in the relevant portion of such Mortgaged Property subject to such Ground Lease for any reason, or in any manner, which would materially adversely affect the security provided by the related Mortgage. (21) (a) With respect to each Mortgaged Property, except for the Mortgaged Properties related to those Mortgage Loans set forth on Schedule I hereto for which a lender's environmental insurance policy was obtained in lieu of an Environmental Site Assessment, an Environmental Site Assessment performed in connection with the origination of the related Mortgage Loan was obtained and reviewed by the Seller and a copy is included in the Servicing File. (b) Such Environmental Site Assessment does not identify, and the Seller has no actual knowledge of, any adverse circumstances or conditions with respect to or affecting the Mortgaged Property that would constitute or result in a material violation of any Environmental Laws, other than with respect to a Mortgaged Property (i) for which environmental insurance (as set forth on Schedule II hereto) is maintained, or (ii) which would require any expenditure greater than 5% of the outstanding principal balance of such Mortgage Loan to achieve or maintain compliance in all material respects with any Environmental Laws for which adequate sums, but in no event less than 125% of the estimated cost as set forth in the Environmental Site Assessment, were reserved in connection with the origination of the Mortgage Loan and for which the related Mortgagor has covenanted to perform, or (iii) as to which 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 (iv) 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 (v) 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 (vi) as to which the related Mortgagor or other responsible party obtained a "No Further Action" letter or other evidence reasonably acceptable to a prudent commercial mortgage lender that applicable federal, state, or local governmental authorities had no current intention of taking any action, and are not requiring any action, in respect of such condition or circumstance, or (viii) which would not require substantial cleanup, remedial action or other extraordinary response under any Environmental Laws reasonably estimated to cost in excess of 5% of the outstanding principal balance of such Mortgage Loan; (c) To the Seller's actual knowledge and in reliance upon the Environmental Site Assessment, except for any Hazardous Materials being handled in accordance with applicable Environmental Laws and except for any Hazardous Materials present at such Mortgaged Property for which, to the extent that an Environmental Site Assessment recommends remediation or other action, (A) there exists either (i) environmental insurance with respect to such Mortgaged Property (as set forth on Schedule II hereto) or (ii) an amount in an escrow account pledged as security for such Mortgage Loan under the relevant Mortgage Loan documents equal to no less than 125% of the amount estimated in such Environmental Site Assessment as sufficient to pay the cost of such remediation or other action in accordance with such Environmental Site Assessment or (B) one of the statements set forth in clause (b) above is true, (1) such Mortgaged Property is not being used for the treatment or disposal of Hazardous Materials; (2) no Hazardous Materials are being used or stored or generated for off-site disposal or otherwise present at such Mortgaged Property other than Hazardous Materials of such types and in such quantities as are customarily used or stored or generated for off-site disposal or otherwise present in or at properties of the relevant property type; and (3) such Mortgaged Property is not subject to any environmental hazard (including, without limitation, any situation involving Hazardous Materials) which under the Environmental Laws would have to be eliminated before the sale of, or which could otherwise reasonably be expected to adversely affect in more than a de minimis manner the value or marketability of, such Mortgaged Property. (d) The related Mortgage or other Mortgage Loan documents contain covenants on the part of the related Mortgagor requiring its compliance with any present or future federal, state and local Environmental Laws and regulations in connection with the Mortgaged Property. The related Mortgagor (or an affiliate thereof) has agreed to indemnify, defend and hold the Seller, and its successors and assigns, harmless from and against any and all losses, liabilities, damages, penalties, fines, expenses and claims of whatever kind or nature (including attorneys' fees and costs) imposed upon or incurred by or asserted against any such party resulting from a breach of the environmental representations, warranties or covenants given by the related Mortgagor in connection with such Mortgage Loan. (e) Each of the Mortgage Loans which is covered by a lender's environmental insurance policy obtained in lieu of an Environmental Site Assessment ("In Lieu of Policy") is identified on Schedule I and has an outstanding principal balance not greater than $3,000,000, and each In Lieu of Policy is in an amount equal to 125% of the outstanding principal balance of the related Mortgage Loan and has a term ending no sooner than the date which is five years after the maturity date (or, in the case of an ARD Loan, the final maturity date) of the related Mortgage Loan, is non-cancelable by the insurer during such term and the premium for such policy has been paid in full. All environmental assessments or updates that were in the possession of the Seller and that relate to a Mortgaged Property identified on Schedule I as being insured by an In Lieu of Policy have been delivered to or disclosed to the In Lieu of Policy carrier issuing such policy prior to the issuance of such policy. (22) As of the date of origination of the related Mortgage Loan, and, as of the Closing Date, the Mortgaged Property is covered by insurance policies providing the coverage described below and the Mortgage Loan documents permit the mortgagee to require the coverage described below. All premiums with respect to the Insurance Policies insuring each Mortgaged Property have been paid in a timely manner or escrowed to the extent required by the Mortgage Loan documents, and the Seller has not received any notice of cancellation or termination. The relevant Servicing File contains the Insurance Policy required for such Mortgage Loan or a certificate of insurance for such Insurance Policy. Each Mortgage requires that the related Mortgagor maintain the following Insurance Policies (subject to customary deductibles): (A) insurance covering the Mortgaged Property and all improvements thereon providing coverage for losses sustained by fire and against loss or damage by other risks and hazards covered by a standard extended coverage insurance policy providing "All Risk of Physical Loss" coverage 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 (i) the full replacement cost of such Mortgaged Property (in some cases exclusive of excavations, underground utilities, foundations and footings) and (ii) the outstanding principal balance of the related Mortgage Loan with an appropriate endorsement to avoid application of any coinsurance provision; such policies contain a standard mortgage clause naming mortgagee and its successor in interest as additional insureds or loss payee, as applicable; (B) business interruption or rental loss insurance in an amount at least equal to (a) 12 months of operations or (b) in some cases all rents and other amounts customarily insured under this type of insurance of the Mortgaged Property; (C) flood insurance (if any portion of the improvements on the Mortgaged Property is located in an area identified by the Federal Emergency Management Agency ("FEMA"), with respect to certain Mortgage Loans and the Secretary of Housing and Urban Development with respect to other Mortgage Loans, as having special flood hazards) in an amount not to exceed amounts prescribed by FEMA; (D) workers' compensation, if required by law; (E) comprehensive general liability insurance in an amount consistent with the standard utilized by the Seller with respect to loans it holds for its own account, but not less than $1 million; all such Insurance Policies contain clauses providing they are not terminable and may not be terminated, without thirty (30) days prior written notice to the mortgagee (except where applicable law requires a shorter period or except for nonpayment of premiums, in which case not less than ten (10) days prior written notice to the mortgagee is required). In addition, each Mortgage permits the related mortgagee to make premium payments to prevent the cancellation thereof and shall entitle such mortgagee to reimbursement therefor. Any insurance proceeds in respect of a casualty loss or taking will be applied either to the repair or restoration of all or part of the related Mortgaged Property or the payment of the outstanding principal balance of the related Mortgage Loan together with any accrued interest thereon. The related Mortgaged Property is insured by an Insurance Policy, issued by an insurer meeting the requirements of such Mortgage Loan and having a claims-paying or financial strength rating of at least A-:VIII from A.M. Best Company or "A-" (or the equivalent) from Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., Fitch, Inc. or Moody's Investors Service, Inc. An architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in connection with the origination of the related Mortgage Loan in order to evaluate the structural and seismic condition of such property, for the sole purpose of assessing the probable maximum loss ("PML") for the Mortgaged Property in the event of an earthquake. In such instances, the PML was based on a 450 or 475-year lookback with a 10% probability of exceedance in a 50-year period. If the resulting report concluded that the PML would exceed 20% of the amount of the replacement costs of the improvements, earthquake insurance on such Mortgaged Property was obtained by an insurer rated at least A-:VIII by A.M. Best Company or "A-" (or the equivalent) from Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., Fitch, Inc. or Moody's Investors Service, Inc. If the Mortgaged Property is located in Florida or within 25 miles of the coast of Texas, Louisiana, Mississippi, Alabama, Georgia, South Carolina or North Carolina, such Mortgaged Property is insured by windstorm insurance in an amount at least equal to the lesser of (i) the outstanding principal balance of such Mortgage Loan and (ii) 100% of the full insurable value, or 100% of the replacement cost, of the improvements located on the related Mortgaged Property. To the Seller's actual knowledge, the insurer issuing each of the foregoing insurance policies is qualified to write insurance in the jurisdiction where the related Mortgaged Property is located. (23) [Reserved] (24) Whether or not a Mortgage Loan was originated by the Seller, to the Seller's knowledge, with respect to each Mortgage Loan originated by the Seller and each Mortgage Loan originated by any Person other than the Seller, as of the date of origination of the related Mortgage Loan, and, to the Seller's actual knowledge, with respect to each Mortgage Loan originated by the Seller and any prior holder of the Mortgage Loan, as of the Closing Date, there are no actions, suits, arbitrations or governmental investigations or proceedings by or before any court or other governmental authority or agency now pending against or affecting the Mortgagor under any Mortgage Loan or any of the Mortgaged Properties which, if determined against such Mortgagor or such Mortgaged Property, would materially and adversely affect the value of such Mortgaged Property, the security intended to be provided with respect to the related Mortgage Loan, or the ability of such Mortgagor and/or the current use of such Mortgaged Property to generate net cash flow to pay principal, interest and other amounts due under the related Mortgage Loan; and to the Seller's actual knowledge there are no such actions, suits or proceedings threatened against such Mortgagor. (25) The servicing and collection practices used by the Seller or, to its knowledge, any prior holder of the related Mortgage Note with respect to such 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 (except to the extent they have been disbursed for their intended purposes), and all amounts required to be deposited by the applicable Mortgagor under the related Mortgage Loan documents have been deposited, and there are no deficiencies with regard thereto (subject to any applicable notice and cure period). All of the Seller's interest in such escrows and deposits will be conveyed by the Seller to the Purchaser hereunder. (29) No two or more Mortgage Loans representing more than 5% of the aggregate outstanding principal amount of all the mortgage loans included in the Trust Fund have the same Mortgagor or, to the Seller's knowledge, are to Mortgagors which are entities controlled by one another or under common control. (30) Each Mortgagor with respect to a Mortgage Loan with a principal balance as of the Cut-off Date in excess of $5,000,000 included in the Trust Fund is an entity whose Mortgage Loan documents require that it be a Single Purpose Entity and, 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. The Mortgage File or Servicing File for each Mortgage Loan having an original principal balance of $35,000,000 or more contains a counsel's opinion regarding non-consolidation of the Mortgagor in any insolvency proceeding involving any other party. The organizational documents of any Mortgagor on a Mortgage Loan having an original principal balance of $35,000,000 or more which is a single member limited liability company provide that the Mortgagor shall not dissolve or liquidate upon the bankruptcy or dissolution of the sole member. (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) and, if such Mortgage Loan has been serviced in accordance with the terms of the Pooling and Servicing Agreement, as of the Closing Date, the related Mortgaged Property, if acquired by the Lower Tier REMIC in connection with the default or imminent default of such Mortgage Loan, would constitute "foreclosure property" within the meaning of Section 860G(a)(8) of the Code, provided no leases were then entered that violated Section 856(e)(4)(A). Any prepayment premium and yield maintenance charges applicable to the Mortgage Loan constitute "customary prepayment penalties" within the meaning of Treasury Regulations Section 1.860G-1(b)(2). (32) Each Mortgage Loan contains a "due on sale" clause, which provides for the acceleration of the payment of the unpaid principal balance of the Mortgage Loan if, without the prior written consent of the holder of the Mortgage Loan, the property subject to the Mortgage, or any controlling interest therein, is directly or indirectly transferred or sold (except that it may provide for transfers by devise, descent or operation of law upon the death of a member, manager, general partner or shareholder of a mortgagor and that it may provide for 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 associated with securing the consent or approval of the holder of the Mortgage for a waiver of a "due on sale" or "due on encumbrance" clause or a defeasance provision. As of the Closing Date, the Seller holds no preferred equity interest in any Mortgagor and the Seller holds no mezzanine debt related to such Mortgaged Property. (33) Except with respect to the AB Mortgage Loans, each Mortgage Loan is a whole loan and not a participation interest in a mortgage loan. (34) Each Mortgage Loan containing provisions for defeasance of mortgage collateral provides that: defeasance may not occur any earlier than two years after the Closing Date; and requires or provides (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; (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 (except as contemplated in paragraph (35) hereof). In addition, if the related Mortgage Loan permits defeasance, then the Mortgage Loan documents provide that the related Mortgagor shall (a) pay all reasonable fees associated with the defeasance of the Mortgage Loan and all other reasonable expenses associated with the defeasance, or (b) provide all opinions required under the related Mortgage Loan documents, and in the case of loans with an outstanding principal balance as of the Cut-off Date of $40,000,000 or greater, (i) a REMIC opinion and (ii) rating agency letters confirming that no downgrade or qualification shall occur as a result of the defeasance. (35) In the event that a Mortgage Loan is secured by more than one Mortgaged Property, then, in connection with a release of less than all of such Mortgaged Properties, a Mortgaged Property may not be released as collateral for the related Mortgage Loan unless, in connection with such release, an amount equal to not less than 125% of the Allocated Loan Amount for such Mortgaged Property is prepaid or, in the case of a defeasance, an amount equal to 125% of the Allocated Loan Amount is defeased through the deposit of replacement collateral (as contemplated in paragraph (34) hereof) sufficient to make all scheduled payments with respect to such defeased amount, or such release is otherwise in accordance with the terms of the Mortgage Loan documents. (36) Each Mortgaged Property is owned by the related Mortgagor, except for Mortgaged Properties which are secured in whole or in a part by a Ground Lease and for out-parcels, and is used and occupied for commercial or multifamily residential purposes in accordance with applicable law. (37) Any non-conformity with zoning laws constitutes a legal non-conforming use or structure (i) which, in the event of casualty or destruction, may be restored or repaired to the full extent of the use or structure at the time of such casualty, or (ii) for which law and ordinance insurance coverage has been obtained in amounts consistent with the standards utilized by the Seller. (38) Neither the Seller nor any affiliate thereof has any obligation to make any capital contributions to the related Mortgagor under the Mortgage Loan. The Mortgage Loan was not originated for the sole purpose of financing the construction of incomplete improvements on the related Mortgaged Property. (39) No court of competent jurisdiction will determine in a final decree that fraud, with respect to the Mortgage Loans, has taken place on the part of the Seller or, to the Seller's actual knowledge, on the part of any originator, in connection with the origination of such Mortgage Loan. (40) The related Mortgage or other Mortgage Loan documents provide a grace period for delinquent Monthly Payments no longer than ten (10) days from the applicable payment date. (41) The following statements are true with respect to the related Mortgaged Property: (a) the Mortgaged Property is located on or adjacent to a dedicated road or has access to an irrevocable easement permitting ingress and egress and (b) the Mortgaged Property is served by public or private utilities, water and sewer (or septic facilities) appropriate for the use in which the Mortgaged Property is currently being utilized. (42) None of the Mortgage Loan documents contain any provision that expressly excuses the related borrower from obtaining and maintaining insurance coverage for acts of terrorism (provided that such insurance coverage is generally available at commercially reasonable rates and, in circumstances where such insurance is not expressly required, that any request on the part of the mortgagee that the related borrower maintain such insurance is reasonable). Each Mortgaged Property is insured by an "all risk" casualty insurance policy that does not contain an express exclusion for (or, alternatively, is covered by a separate policy that insures against property damage resulting from ) acts of terrorism. (43) An appraisal of the related Mortgaged Property was conducted in connection with the origination of such Mortgage Loan, and such appraisal satisfied the guidelines in Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as in effect on the date such Mortgage Loan was originated. (44) In the case of each related Mortgaged Property that is operated as a hotel, to the Seller's knowledge as of the origination of the Mortgage Loan, the related Mortgagor's personal property includes all personal property that a prudent mortgage lender making a similar mortgage loan would deem reasonably necessary to operate the related Mortgaged Property as it is currently being operated. Defined Terms: The term "Allocated Loan Amount" shall mean, for each Mortgaged Property, the portion of principal of the related Mortgage Loan allocated to such Mortgaged Property for certain purposes (including determining the release prices of properties, if permitted) under such Mortgage Loan as set forth in the related loan documents. There can be no assurance, and it is unlikely, that the Allocated Loan Amounts represent the current values of individual Mortgaged Properties, the price at which an individual Mortgaged Property could be sold in the future to a willing buyer or the replacement cost of the Mortgaged Properties. The term "Anticipated Repayment Date" shall mean the date on which all or substantially all of any Excess Cash Flow is required to be applied toward prepayment of the related Mortgage Loan and on which any such Mortgage Loan begins accruing Excess Interest. The term "ARD Loan" shall have the meaning assigned thereto in the Pooling and Servicing Agreement. The term "Environmental Site Assessment" shall mean 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, if in accordance with customary industry standards a reasonable lender would require it, a Phase II environmental report, each 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 is inaccurate based upon the Seller's reasonable inquiry and during the course of such inquiry, no such officer, employee or agent of the Seller or such servicer has obtained any actual knowledge of any facts or circumstances that would cause such person to believe that such representation or warranty was inaccurate. Furthermore, all information contained in documents which are part of or required to be part of a Mortgage File shall be deemed to be within the Seller's knowledge. For purposes of these representations and warranties, the term "to the Seller's actual knowledge" shall mean that an officer, employee or agent of the Seller responsible for the underwriting, origination and sale of the Mortgage Loans does not actually know of any facts or circumstances that would cause such person to believe that such representation or warranty was inaccurate. SCHEDULE I MORTGAGE LOANS FOR WHICH A LENDER'S ENVIRONMENTAL POLICY WAS OBTAINED IN LIEU OF AN ENVIRONMENTAL SITE ASSESSMENT None. SCHEDULE II MORTGAGED PROPERTY FOR WHICH ENVIRONMENTAL INSURANCE IS MAINTAINED 1. Gardena Business Park 2. Center of Monacacy 3. Sebastopol Industrial Park 4. Centro Heritage Portfolio (all properties) EXHIBIT C JPMCC 2006 - CIBC17 Exceptions to Representations Representation #(4)
Loan Number Loan Name Description of Exception 124 River Glen Apartments The Mortgaged Property secures the Mortgage Loan and a B-Note held by CBA Mezzanine Capital Finance, LLC. 95 The Patio Shops The Mortgaged Property secures the Mortgage Loan and a B-Note held by CBA Mezzanine Capital Finance, LLC. 1 Bank of America Plaza 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.
Representation #(6)
Loan Number Loan Name Description of Exception 81 Center at Monacacy 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. 101 Country Plaza 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. 78 Granbury Road All Storage The Mortgaged Loan documents allow for the lease of mineral exploration rights so long as the extraction, removal and production of minerals do not adversely affect the surface of the Mortgaged Property. The Mortgage Loan will be subordinate to any lease for mineral exploration. 1 Bank of America Plaza 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. 22 Shady Grove Center 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. 13 11 E 44th St The Mortgage Loan is structured to comply with Shar'ia law. As part of that structure, the Mortgagor has master leased the Mortgaged Property to an entity controlled by Islamic investors. The master lessee subleases the property to the ultimate tenants of the Mortgaged Property. The master lease is subordinate to the Mortgage Loan. 26 Archstone Brentwood Apartments The Mortgage Loan is structured to comply with Section 1031 of the Internal Revenue Code of 1986, as amended, as it applies to statutory trusts. The Mortgagor has master leased the Mortgaged Property to an affiliate management company. The master lessee subleases the property to the ultimate tenants of the Mortgaged Property. The master lease is subordinate to the Mortgage Loan. 121 Delilah Warehouse The Mortgage Loan is structured to comply with Section 1031 of the Internal Revenue Code of 1986, as amended, as it applies to statutory trusts. The Mortgagor has master leased the Mortgaged Property to an affiliate management company. The master lessee subleases the property to the ultimate tenants of the Mortgaged Property. The master lease is subordinate to the Mortgage Loan.
Representation #(7)
Loan Number Loan Name Description of Exception 81 Center at Monocacy 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. 101 Country Plaza 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 Mortg 22 Shady Grove Center 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 Mortg 121 Delilah Warehouse The originator of the Mortgage Loan, American Capital Strategies, Ltd. ("ACAS"), did not receive an updated survey in connection with the closing of the loan. The title policy does not contain a survey exception. ACAS has not taken any actions to impair title coverage and is not aware of any action taken by the originator to impair title coverage but cannot make an absolute representation as to originator.
Representation #(8)
Loan Number Loan Name Description of Exception 121 Delilah Warehouse The originator of the Mortgage Loan did not receive an updated survey in connection with the closing of the loan. The title policy does not contain a survey exception. ACAS has not taken any action to impair title coverage and is not aware of any such actions taken by loan originator but cannot warrant that loan originator has not taken any action to impair title coverage.
Representation #(10(a))
Loan Number Loan Name Description of Exception 124 River Glen Apartments In addition to the standard carveouts, the Mortgage Loan is recourse, if the HAP Contract, as defined in the Mortgage Loan documents, is terminated by the Housing and Urban Development administration as an exercise of its rights thereunder as a result of any breach by, default under or claims against the Mortgagor. 148 Long Drive I Apartments In addition to the standard carveouts, the Mortgage Loan is recourse, if the HAP Contract, as defined in the Mortgage Loan documents, is terminated by the Housing and Urban Development administration as an exercise of its rights thereunder as a result of any breach by, default under or claims against the Mortgagor. 146 Jefferson Court Apartments In addition to the standard carveouts, the Mortgage Loan is recourse, if the HAP Contract, as defined in the Mortgage Loan documents, is terminated by the Housing and Urban Development administration as an exercise of its rights thereunder as a result of any breach by, default under or claims against the Mortgagor. 145 Johnson Court Apartments In addition to the standard carveouts, the Mortgage Loan is recourse, if the HAP Contract, as defined in the Mortgage Loan documents, is terminated by the Housing and Urban Development administration as an exercise of its rights thereunder as a result of any breach by, default under or claims against the Mortgagor. 149 North Franklin Court In addition to the standard carveouts, the Apartments Mortgage Loan is recourse, if the HAP Contract, as defined in the Mortgage Loan documents, is terminated by the Housing and Urban Development administration as an exercise of its rights thereunder as a result of any breach by, default under or claims against the Mortgagor. 137 Oakhill Manor Apartments The guarantor's maximum aggregate liability may not exceed the amount of the Mortgage Loan. 31 Allied Insurance Building The environmental indemnity contains a 3 year sunset provision. 143 Shoppes of Hebron In order to comply with Kentucky law, which imposes certain limits on guarantor liability, the liability in the guaranty related to the Mortgage Loan has been capped at $7,800,000 (3 times the original loan amount), subject to adjustment for interest and reasonable attorneys' fees. The environmental indemnity contains a 5 year sunset provision. 1 Bank of America Plaza The liability of one of the guarantors is limited to $25,000,000. 34 Sunnyside Industrial Center There is no individual or entity other than the Mortgagor who is liable for the non-recourse carveouts. 21 Culebra Market There is no individual or entity other than the Mortgagor who is liable for the non-recourse carveouts. 2 Centro Heritage Portfolio There is no individual or entity other than the Mortgagor who is liable for the non-recourse carveouts. 4 CNL Center I & II There is no individual or entity other than the Mortgagor who is liable for the non-recourse carveouts. 5 Westfield Shoppingtown There is no individual or entity other than the Independence Mortgagor who is liable for the non-recourse carveouts. 121 Delilah Warehouse The Mortgage Loan is fully recourse to the borrower and guarantors.
Representation #(10(b))
Loan Number Loan Name Description of Exception 121 Delilah Warehouse The loan originator did not obtain an enforceability opinion but does have a title policy. ACAS has no knowledge that the loan documents are not enforceable under New Jersey law.
Representation #(10(c))
Loan Number Loan Name Description of Exception 81 Center at Monocacy 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. 101 Country Plaza 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. 22 Shady Grove Center 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. 121 Delilah Warehouse The loan originator did not obtain a due execution or authority opinion for the Mortgagor and guarantors.
Representation #(10(d))
Loan Number Loan Name Description of Exception 148; Long Drive I Apartments; The terms of the respective Mortgage Loan 146; Jefferson Court Apartments; documents were modified after October 10, 2006 145; Johnson Court Apartments; to allow for certain transfers contemplated by 149; North Franklin Court the Mortgage Loan documents. Apartments; 17 Rio West Business Park
Representation #(12)
Loan Number Loan Name Description of Exception 2 Centro Heritage Portfolio Each Centro Heritage Portfolio property may be released from the lien of the Mortgage upon defeasance of an amount equal to 110% of the allocated loan amount. The Mortgagor may obtain a release of an individual Mortgaged Property by substituting its interest in other Mortgaged Properties as collateral during the term of the Mortgage Loan, subject to certain conditions as set forth in the related Mortgage Loan documents. 121 Delilah Warehouse The loan originator did not obtain an enforceability opinion for this loan.
Representation #(16)
Loan Number Loan Name Description of Exception 128 Southview Apartments According to the zoning report, the Mortgaged Property is nonconforming because it is short 9 parking spaces. The Mortgagor is required to re-stripe the parking area pursuant to applicable Mortgage Loan documents. 56 Woodhollow Apartments; The respective Mortgaged Properties are legally 51 Pecan Ridge Apartments; nonconforming due to deficient parking. 66 Burn Brae Apartments; 82 Sebastopol Industrial Park; 100 815 West 181st Street; 79 128 Fort Washington Avenue; 116 1781 Riverside Drive; 150 610 West 173rd Street 21 Culebra Market The Mortgaged Property is legally nonconforming due to excessive parking. 13 11 E 44th St The existing certificate of occupany does not accurately reflect the current use of the ground floor space of the Mortgaged Property. A retail store is the current tenant of the ground floor space; however, the certificate of occupancy reflects a health club, hair styling salon, cocktail lounge and retail store. Purusant to the Mortgage Loan documents, the Mortgagor is required to comply with all laws, including licenses and permits. Additionally, the mortgagee has a recourse carveout for any losses suffered as a result of the Mortgagor not having an valid certificate of occupancy.
Representation #(17)
Loan Number Loan Name Description of Exception 43 Phase I: Arbors of Traverse The Mortgaged Property is currently not on a separate tax parcel. The Mortgagor is required to provide an endorsement to the title policy that the Mortgaged Property is a separate tax parcel no later than 12 months after origination. 71 Campus Crossing Phase II The Mortgaged Property is included in a tax parcel which also contains a certain tract of developed land 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. In the event that a default occurs with respect to the Outparcel's existing mortgage and the Mortgaged Property and Outparcel have not been divided into separate tax parcels, the Mortgagor shall escrow with the mortgagee funds sufficient to pay all taxes and assessments on both the Mortgaged Property and the Outparcel. 17 Rio West Business Park As of the date of origination, the Mortgaged Property is occupied by the Mortgagor pursuant to a ground lease. The fee interest in the Mortgaged Property is owned by the ground lessor, the city of Tempe, Arizona. Pursuant to the ground lease, the Mortgagor pays an excise tax in lieu of property tax, as required by state law. The ground lessor has agreed that a default by the ground lessee of the other property, which makes up the single tax parcel, will not be a default of the Mortgagor pursuant to the Ground Lease. The Mortgagor has agreed to obtain a new tax identification number for the underlying fee property interest upon exercise of its option to purchase the property.
Representation #(18)
Loan Number Loan Name Description of Exception 121 Delilah Warehouse Although a title policy was issued for the Mortgaged Property, it does not take a general survey exception, but it does take exception for subsurface conditions or encroachments not disclosed by an instrument of record. Additionally, a survey was not obtained for the Mortgaged Property.
Representation #(19(a))
Loan Number Loan Name Description of Exception 99; Eckerd's - Foglesville, PA; The mortgagee waived escrows for immediate 139; Gardena Business Park repairs in an amount of less than $5,000 101; Country Plaza recommended by the property condition report. 57; Superstition Villas; 73; Warminster Square; 105; Gratiot Retail; 34; Sunnyside Industrial Center; 22; Shady Grove Center; 100 815 West 181st Street 58 Lincoln Square Shopping Center The mortgagee waived escrows for immediate repairs in the amount of $6,500 recommended by the property condition report. 92 Westwood Apartments The mortgagee waived escrows for immediate repairs in the amount of $20,000 recommended by the property condition report. 1 Bank of America Plaza The mortgagee waived escrows for immediate repairs in the amount of $49,000 recommended by the property condition report. 45 South Central Shopping Center The mortgagee waived escrows for immediate repairs in the amount of $6,200 recommended by the property condition report. 27 162 West 54th Street The mortgagee waived escrows for immediate repairs in the amount of $5,450 recommended by the property condition report. 118 133 West 71st Street The mortgagee waived escrows for immediate repairs in the amount of $9,600 recommended by the property condition report. 116 1781 Riverside Drive The mortgagee waived escrows for immediate repairs in the amount of $9,600 recommended by the property condition report. 79 128 Fort Washington Ave The mortgagee waived escrows for immediate repairs in the amount of $11,400 recommended by the property condition report. 150 610 West 173rd Street The mortgagee waived escrows for immediate repairs in the amount of $5,400 recommended by the property condition report. 69 145 West 71st Street The mortgagee waived escrows for immediate repairs in the amount of $9,975 recommended by the property condition report. 115 Gardens Professional Center The mortgagee waived escrows for immediate repairs in the amount of $8,500 recommended by the property condition report. 2 Centro Heritage Portfolio The mortgagee waived escrows for immediate repairs in the amount of $51,500 recommended by the property condition report. 5 Westfield Shoppingtown The mortgagee waived escrows for immediate Independence repairs in the amount of $20,000 recommended by the property condition report. 4 CNL Center I & II A portion of the Mortgaged Property's parking garage is subject to a proceeding by the Florida Department of Transportation ("FDOT"). The Mortgagor, the City of Orlando, and FDOT entered into an agreement concerning the construction of the access ramp which is the subject of the condemnation proceeding.
Representation #(20(d))
Loan Number Loan Name Description of Exception 42 Loomis Centre A portion of the Mortgaged Property's parking lot is held pursuant to a ground lease from the Milwaukee Metropolitan Sewerage District (the "MMSD Lease"). The MMSD Lease provides that there shall be no cancellation, surrender or modification of the ground lease without the prior written consent of the leasehold mortgagee, but it does not provide that such actions taken without such written consent are not binding on the leasehold mortgagee. The parking area of the fee ownership portion of the Mortgaged Property is sufficient to satisfy current zoning requirements.
Representation #(20(e))
Loan Number Loan Name Description of Exception 42 Loomis Centre The MMSD Lease provides that the ground lessor give simultaneous notice of default to the leasehold mortgagee, but it does not provide that such notice of default is only effective against the leasehold mortgagee if such notice is actually given to the leasehold mortgagee nor does it provide that any notices given to the Mortgagor must also be given to the leasehold mortgagee or its successors or assigns. The parking area of the fee ownership portion of the Mortgaged Property is sufficient to satisfy current zoning requirements.
Representation #(20(f))
Loan Number Loan Name Description of Exception 42 Loomis Centre The ground lessor of the MMSD Lease has not subordinated its interest in the related Mortgaged Property to the interest of the holder of the Mortgage Loan. The parking area of the fee ownership portion of the Mortgaged Property is sufficient to satisfy current zoning requirements.
Representation #(21(b))
Loan Number Loan Name Description of Exception 100; 815 West 181st Street; The Environmental Site Assessment recommended 118; 133 West 71st Street the implementation of an asbestos, lead-based 79; 128 Fort Washington Ave; paint and/or methane gas operations and 116; 1781 Riverside Drive; maintenance plan ("O&M Plan") and it was 69; 145 West 71st Street; executed prior to closing. 27; 162 West 54th Street; 150; 610 West 173rd Street 86; Oak Tree Apartments; 5; Westfield Shoppingtown Independence; 22; Shady Grove Center; 149; North Franklin Court Apartments; 66; Burn Brae Apartments; 139; Gardena Business Park; 52 21800 Burbank; 137; Oakhill Manor Apartments; 31; Allied Insurance Building; 42; Loomis Centre; 128; Southview Apartments; 56; Woodhollow Apartments; 57; Superstition Villas; 92; Westwood Apartments; 142; Cannon Plaza; 135; 1318 West Broad Street; 58; Lincoln Square Shopping; Center; 124; River Glen Apartments; 148; Long Drive I Apartments; 146; Jefferson Court Apartments; 145; Johnson Court Apartments; 51; Pecan Ridge Apartments 2 Centro Heritage Portfolio 13; 11 E 44th St; The Environmental Site Assessment recommended 64 Old Pasadena Plaza II the implementation of an asbestos O&M Plan, but it was not executed prior to closing.
Representation #(21(d))
Loan Number Loan Name Description of Exception 31 Allied Insurance Building The environmental indemnity contains a 3 year sunset provision. 143 Shoppes of Hebron The environmental indemnity contains a 5 year sunset provision. 81 Center at Monocacy This loan is secured by an IDOT. The indemnity guarantor and not the Mortgagor, is required to comply with environmental laws and regulations. 101 Country Plaza This loan is secured by an IDOT. The indemnity guarantor and not the Mortgagor, is required to comply with environmental laws and regulations. 22 Shady Grove Center This loan is secured by an IDOT. The indemnity guarantor and not the Mortgagor, is required to comply with environmental laws and regulations.
Representation #(22)
Loan Number Loan Name Description of Exception 124 River Glen Apartments Mortgagor may maintain comprehensive commercial general liability insurance with a deductible that does not exceed $5,000. The Mortgage Loan documents provide for an earthquake deductible of $50,000 and a windstorm deductible of 2% of the insured value of the Mortgaged Property, but not less than $50,000. 148 Long Drive I Apartments Mortgagor may maintain comprehensive commercial general liability insurance with a deductible that does not exceed $5,000. The Mortgage Loan documents provide for an earthquake deductible of $50,000 and a windstorm deductible of 2% of the insured value of the Mortgaged Property, but not less than $50,000. 146 Jefferson Court Apartments Mortgagor may maintain comprehensive commercial general liability insurance with a deductible that does not exceed $5,000. The Mortgage Loan documents provide for an earthquake deductible of $50,000 and a windstorm deductible of 2% of the insured value of the Mortgaged Property, but not less than $50,000. 145 Johnson Apartments Mortgagor may maintain comprehensive commercial general liability insurance with a deductible that does not exceed $5,000. The Mortgage Loan documents provide for an earthquake deductible of $50,000 and a windstorm deductible of 2% of the insured value of the Mortgaged Property, but not less than $50,000. 149 North Franklin Court Mortgagor may maintain comprehensive commercial Apartments general liability insurance with a deductible that does not exceed $5,000. The Mortgage Loan documents provide for an earthquake deductible of $50,000 and a windstorm deductible of 2% of the insured value of the Mortgaged Property, but not less than $50,000. 9 The Shops at the Galleria The insurance carrier for the excess umbrella coverage, Ohio Casualty Insurance Co. ("Ohio Casualty"), which has a rating of "BBB+" by S&P, does not satisfy the required rating of "A-" by S&P, but the mortgagee will accept Ohio Casualty until the earlier to occur of (i) the next renewal date of the Insurance Policy provided by Ohio Casualty or (ii) a rating downgrade of Ohio Casualty below "BBB+" by S&P, at which time the Mortgagor shall replace Ohio Casualty with a Qualified Insurer. 139 Gardena Business Park Mortgagor may maintain comprehensive commercial general liability insurance with a deductible that does not exceed $1,000. 128 Southview Apartments Mortgagor may maintain comprehensive commercial general liability insurance with a deductible that does not exceed $2,500. 1 Bank of America Plaza Mortgagor may maintain all-risk insurance with a deductible that does not exceed $50,000. 45 South Central Shopping Center So long as Wal-Mart, the largest tenant at the Mortgaged Property under a triple net lease, has a credit rating of "A" by S&P, it is permitted to, and does, self insure. 56 Woodhollow Apartments Mortgagor may maintain comprehensive commercial general liability insurance with a deductible that does not exceed $2,500. 51 Pecan Ridge Apartments Mortgagor may maintain comprehensive commercial general liability insurance with a deductible that does not exceed $2,500. 151 Concord Plaza The Mortgage Loan documents provide for a named hurricanes deductible of 2% of the replacement cost of the Mortgaged Property. Business income insurance covers 6 months of operations (instead of 12 months). The guarantor has agreed to guaranty losses suffered as a result of the shortfall. 115 Gardens Professional Center The Mortgage Loan documents provide for a named hurricanes deductible of 2% of the replacement cost of the Mortgaged Property. Business income insurance covers 6 months of operations (instead of 12 months). The Mortgagor escrowed $238,000 to cover losses due to the shortfall. 78 Granbury Road All Storage The Mortgage Loan documents provide for the Mortgagor to maintain all-risk insurance with a deductible that does not exceed $25,000; provided however, that subject to the satisfaction of certain conditions, the mortgagee shall permit a deductible that does not exceed $50,000. 127 Petite Esplanade Shopping On the origination date, the mortgagee accepted Center property insurance that provides for a windstorm deductible of 5% of the insured value of the Mortgaged Property. 144 East Kauai Professional On the origination date, the mortgagee accepted Building property insurance that provides for a named hurricanes deductible of 5% of the insured value of the Mortgaged Property. 122 11250 N. Central Expressway The Mortgage Loan documents do not require workers' compensation insurance. Evidence of renewal of insurance is due not less than 15 days prior to policy expiration (instead of 30 days). 32 Grandview II The Mortgage Loan documents provide for an earthquake deductible of $100,000. 66 Burn Brae Apartments Mortgagor may maintain comprehensive commercial general liability insurance with a deductible that does not exceed $5,000. 21 Culebra Market The Mortgage Loan documents provide for a windstorm deductible of $50,000. 4 CNL Center I & II The Mortgage Loan documents allow for a named hurricane deductible up to the lessor of 3% of the insured value of the Mortgaged Property or $100,000. 6 Three Parkway The Mortgage Loan documents provide for an earthquake deductible of the greater of 5% of the insured value of the Mortgaged Property or $250,000. The Mortgage Loan documents also provide for a windstorm deductible of the greater of 5% of the insured value of the Mortgaged Property or $100,000. 121 Delilah Warehouse The mortgagee is not named as an additional insured or loss payee on the applicable Insurance Policies. The certificate lists a binder number instead of the acutal policy number. The cancellation language in the certificates states that the carrier "will endeavor" to mail notice, "but failure to do so shall impose no obligation..." rather than a 30 day notice of cancellation. The borrower does not have terrorism coverage. All Loans Although the Mortgage Loan Documents require comprehensive general liability insurance consistent with this representation and warranty, as of the date hereof, the mortgagee has not received evidence of the endorsement necessary to include it as an additional insured. At closing, the mortgagee accepted evidence of comprehensive commercial general liability insurance and its inclusion as an additional insured on standard Accord form 25 or other similar forms.
Representation #(24)
Loan Number Loan Name Description of Exception 22 Shady Grove Center Mortgagor is the defendant in a pending lawsuit by Susan E. Robinson, an employee of a tenant, pursuant to which the plaintiff is seeking damages in the amount of $2,000,000 based on the Mortgagor's alleged breach of a duty to (1) use reasonable and ordinary care to maintain portions of the Mortgaged Property over which it retained control and (2) exercise reasonable care. 4 CNL Center I & II A portion of the Mortgaged Property's parking garage is subject to a proceeding by the Florida Department of Transportation ("FDOT"). The Mortgagor, the City of Orlando, and FDOT entered into an agreement concerning the construction of the access ramp which is the subject of the condemnation proceeding.
Representation #(27)
Loan Number Loan Name Description of Exception 81 Center at Monocacy This loan is secured by an IDOT. The indemnity guarantor and not the Mortgagor, is required to provide financial information to the mortgagee. 101 Country Plaza This loan is secured by an IDOT. The indemnity guarantor and not the Mortgagor, is required to provide financial information to the mortgagee. 22 Shady Grove Center This loan is secured by an IDOT. The indemnity guarantor and not the Mortgagor, is required to provide financial information to the mortgagee. 121 Delilah Warehouse Annual financial statements are not specifically required, but borrower is required to deliver a balance sheet annually upon lender's request. 2 Centro Heritage Portfolio; The original principal balance of the Centro 5 Westfield Shoppingtown Heritage Portfolio Mortgage Loan and the Independence Westfield Shoppingtown Independence 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 95 The Patio Shops Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. 39 Lakepoint Office Park Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. 43 Phase I: Arbors of Traverse Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. Subject to the satisfaction of certain criteria, the Mortgage Loan documents allow members of the Mortgagor the right to pledge their interests in the Mortgagor to secure loans pursuant to the security instrument. 31 Allied Insurance Building Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. Subject to the satisfaction of certain criteria, the Mortgage Loan documents allow members of the Mortgagor the right to pledge their interests in the Mortgagor to secure a mezzanine loan pursuant to the security instrument. 29 Points East Shopping Center Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. 101 Country Plaza 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. 57 Superstition Villas 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. 26 Archstone Brentwood Apartments Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. 1 Bank of America Plaza Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. The direct owner of 100% of the Mortgagors has pledged its ownership interests in the Mortgagors to secure a mezzanine loan held by Petra Fund REIT Corp. and pledged to Greenwich Capital Financial Products, Inc. If such entity defaults on the mezzanine loan, the interests in such direct owner will be transferred to such mezzanine lender or its assignees. 105 Gratiot Retail Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. 13 11 E 44th St Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. 71 Campus Crossing Phase II 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. 32 Grandview II Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. Subject to the satisfaction of certain criteria, the Mortgage Loan documents allow members of the Mortgagor the right to pledge their interests in the Mortgagor to secure a mezzanine loan pursuant to the security instrument. 19 Washington Pointe 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. 52 21800 Burbank Subject to the satisfaction of certain criteria, the Mortgage Loan documents allow members of the Mortgagor the right to pledge their interests in the Mortgagor to secure a mezzanine loan pursuant to the security instrument. 66 Burn Brae Apartments The direct owner of 100% of the Mortgagor has pledged its ownership interest in the Mortgagor to secure a mezzanine loan held by RAIT Partnership, L.P. If such entity defaults on the mezzanine loan, the interests in such direct owner will be transferred to such mezzanine lender. 5 Westfield Shoppingtown Subject to the satisfaction of certain criteria, Independence 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 Three Parkway Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. Subject to the satisfaction of certain criteria, the Mortgage Loan documents allow members of the Mortgagor the right to pledge their interests in the Mortgagor to secure a mezzanine loan pursuant to the security instrument. 70 Beaumont Medical Building Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. Subject to the satisfaction of certain criteria, the Mortgage Loan documents allow members of the Mortgagor the right to pledge their interests in the Mortgagor to secure a mezzanine loan pursuant to the security instrument. 17 Rio West Business Park Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. 21 Culebra Market Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. 2 Centro Heritage Portfolio Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. So long as the Mortgagor has not incurred additional debt secured by the Mortgaged Property and subject to the satisfaction of certain criteria, the Mortgage Loan documents allow members of the Mortgagor the right to pledge their interests in the Mortgagor to secure a mezzanine loan pursuant to the security instrument. So long as the members of the Mortgagor have not pledged their interest in the Mortgagor to secure a mezzanine loan and subject to the satisfaction of certain criteria, the Mortgagor has a one time right to incur additional debt secured by the Mortgaged Property. 4 CNL Center I & II Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. The direct owner of 100% of the Mortgagor has pledged its ownership interests in the Mortgagor to secure a mezzanine loan held by RAIT Partnership, L.P. If such entity defaults on the mezzanine loan, the interests in such direct owner will be transferred to such mezzanine lender.
Representation #(33)
Loan Number Loan Name Description of Exception 1 Bank of America Plaza 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.
Representation #(35)
Loan Number Loan Name Description of Exception 2 Centro Heritage Portfolio Each Centro Heritage Portfolio property may be released from the lien of the Mortgage upon defeasance of an amount equal to 110% of the allocated loan amount. The Mortgagor may obtain a release of an individual Mortgaged Property by substituting its interest in other Mortgaged Properties as collateral during the term of the Mortgage Loan, subject to certain conditions as set forth in the related Mortgage Loan documents.
Representation #(36)
Loan Number Loan Name Description of Exception 81 Center at Monocacy 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 101 Country Plaza 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. 22 Shady Grove Center 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.
Representation #(37)
Loan Number Loan Name Description of Exception 124; River Glen Apartments The respective Mortgaged Properties are legally 146; Jefferson Court Apartments; nonconforming due to deficient parking. 137; Oakhill Manor Apartments; 92; Westwood Apartments; 139; Gardena Business Park; 58; Lincoln Square Shopping Center; 56; Woodhollow Apartments; 51; Pecan Ridge Apartments; 149; North Franklin Court Apartments; 127; Petite Esplanade Shopping Center 144; East Kauai Professional Buiding; 52; 21800 Burbank; 64; Old Pasadena Plaza II; 66; Burn Brae Apartments; 82; Sebastopol Industrial Park; 22; Shady Grove Cener; 100; 815 West 181st Street; 79; 128 Fort Washington Ave; 116; 1781 Riverside Drive; 150; 610 West 173rd Street; 2 Centro Heritage Portfolio 31; Allied Insurance Building; The respective Mortgaged Properties are legally 21 Culebra Market nonconforming due to excessive parking. 128 Southview Apartments According to the zoning report, the Mortgaged Property is nonconforming because it is short 9 parking spaces. The Mortgagor is required to re-stripe the parking area pursuant to applicable Mortgage Loan documents. 13 11 E 44th St The existing certificate of occupany does not accurately reflect the current use of the ground floor space of the Mortgaged Property. A retail store is the current tenant of the ground floor space; however, the certificate of occupancy reflects a health club, hair styling salon, cocktail lounge and retail store. Purusant to the Mortgage Loan documents, the Mortgagor is required to comply with all laws, including licenses and permits. Additionally, the mortgagee has a recourse carveout for any losses suffered as a result of the Mortgagor not having an valid certificate of occupancy.
Representation #(41)
Loan Number Loan Name Description of Exception 121 Delilah Warehouse Although a title policy was issued for the Mortgaged Property, it does not contain a utility endorsement. Additionally, a survey was not obtained for the Mortgaged Property.
Representation #(42)
Loan Number Loan Name Description of Exception 1 Bank of America Plaza Terrorism insurance premiums are capped at $425,000 per year, subject to annual increases based on the Consumer Price Index. 45 South Central Shopping Center Terrorism insurance premiums are capped at $25,000 per year, subject to annual increases based on the Consumer Price Index. Although Wal-Mart currently carries terrorism insurance, its lease agreement does not require it to carry such insurance. Wal-Mart does have the obligation to rebuild in the event of any loss. 13 11 E 44th St Terrorism insurance premiums are capped at $60,000 per year, subject to annual increases based on the Consumer Price Index. 22 Shady Grove Center Terrorism insurance premiums are capped at $23,000 per year. 5 Westfield Shoppingtown Terrorism insurance premiums are capped at Independence $200,000 per year. 6 Three Parkway Terrorism insurance premiums are capped at $90,000 per year, subject to annual increases based on the Consumer Price Index. 70 Beaumont Medical Building Terrorism insurance premiums are capped at $7,500 per year. 2 Centro Heritage Portfolio Terrorism insurance premiums are capped at $300,000 per year. 4 CNL Center I & II Terrorism insurance premiums are capped at $275,000 per year, subject to annual increases based on the Consumer Price Index. 32 Grandview II Terrorism insurance premiums are capped at $30,000 per year, subject to annual increases based on the Consumer Price Index. 121 Delilah Warehouse The existing all-risk and comprehensive commercial general liability Insurance Policies do not have terrorism coverage.
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 November 28, 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 22, 2006, as supplemented by the Prospectus Supplement, dated November 16, 2006 (collectively, the "Prospectus"), relating to the offering of the Class A-1, Class A-3, Class A-4, Class A-SB, Class A-1A, Class X, Class A-M, Class A-J, Class B, Class C and Class D Certificates, the Private Placement Memorandum, dated November 16, 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 November 16, 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: