Mortgage Loan Purchase Agreement between J.P. Morgan Chase Commercial Mortgage Securities Corp. and JPMorgan Chase Bank, N.A. (March 1, 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). It outlines the sale and transfer of a pool of fixed-rate mortgage loans from the seller to the purchaser for a specified purchase price. The agreement details the transfer of ownership, delivery of loan documents, and handling of payments and records. The transaction is part of a larger securitization process, where the loans will be placed into a trust and certificates representing interests in the loans will be issued to investors.

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EX-10.1 4 jp894878-ex10_1.txt MLPA (JPMORGAN CHASE BANK) EXHIBIT 10.1 ================================================================================ J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., PURCHASER JPMORGAN CHASE BANK, NATIONAL ASSOCIATION SELLER FORM OF MORTGAGE LOAN PURCHASE AGREEMENT Dated as of March 1, 2006 Fixed Rate Mortgage Loans Series 2006-LDP6 ================================================================================ This Mortgage Loan Purchase Agreement (this "Agreement"), dated as of March 1, 2006, is between J.P. Morgan Chase Commercial Mortgage Securities Corp., as purchaser (the "Purchaser"), and JPMorgan Chase Bank, National Association, as seller (the "Seller"). Capitalized terms used in this Agreement not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement dated as of March 1, 2006 (the "Pooling and Servicing Agreement") among the Purchaser, as depositor (the "Depositor"), Midland Loan Services, Inc. and GMAC Commercial Mortgage Corporation, as master servicers (each, a "Master Servicer"), LNR Partners, Inc., as special servicer (the "Special Servicer"), and Wells Fargo Bank, N.A., as trustee and paying agent (the "Trustee"), 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 (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain Servicing Rights Purchase Agreement, dated as of the date hereof between the Master Servicer and the Seller) all of its right, title, and interest in and to the Mortgage Loans 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 $986,994.99, which amount represents the aggregate amount of interest that would have accrued at the related Net Mortgage Rates during the Due Period ending in April 2006, for those Mortgage Loans that do not have their first Monthly Payment due until May 2006. The Depositor will sell the Class A-1, Class A-2, Class A-3FL, Class A-3B, Class A-4, Class A-SB, Class A-1A, Class X-2, Class A-M, Class A-J, Class B, Class C and Class D Certificates (the "Offered Certificates") to the underwriters (the "Underwriters") specified in the underwriting agreement dated March 24, 2006 (the "Underwriting Agreement") between the Depositor and J.P. Morgan Securities Inc. ("JPMSI") for itself and as representative of the several underwriters identified therein, and the Depositor will sell the Class X-1, 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, the initial purchaser (together with the Underwriters, the "Dealers") specified in the certificate purchase agreement dated March 24, 2006 (the "Certificate Purchase Agreement"), between the Depositor and JPMSI for itself and as representative of the initial purchasers identified therein. 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 in immediately available funds the sum of $991,879,164.23 (which amount is inclusive of accrued interest and exclusive of the Seller's pro rata share of 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 applicable Master Servicer. 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 a 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 2.01(c) of the Pooling and Servicing Agreement, and meeting all the requirements of such Sections 2.01(b) and 2.01(c), and such other documents, instruments and agreements as the Purchaser or the Trustee shall reasonably request. 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, or any attorney client communications which are privileged communications or constitute legal or other due diligence analyses, or internal communications of the Seller or its affiliates, or credit underwriting or other analyses or data. (b) With respect to the transfer described in Section 1 hereof, if the Mortgage Loan documents do not require the related Mortgagor to pay any costs and expenses relating to any modifications to a related letter of credit which modifications are required to effectuate such transfer (the "Transfer Modification Costs"), then the Seller shall pay the Transfer Modification Costs required to transfer the letter of credit to the Purchaser as described in such Section 1; provided that if the Mortgage Loan documents require the related Mortgagor to pay any Transfer Modification Costs, such Transfer Modification Costs shall be an expense of the Mortgagor unless such Mortgagor fails to pay such Transfer Modification Costs after the Master Servicer has exercised all remedies available under the applicable Mortgage Loan documents to collect such Transfer Modification Costs from such Mortgagor, in which case the Master Servicer shall give the Seller notice of such failure and the amount of such Transfer Modification costs 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, if any, 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 Annexes 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 Annexes 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 Annexes 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 so amended or supplemented, be misleading or so that the Prospectus Supplement, including Annexes 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 March 24, 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; (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 State of New York. The Seller is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary so that a subsequent holder of the related Mortgage Loan (including, without limitation, the Purchaser) that is in compliance with the laws of such state would not be prohibited from enforcing such Mortgage Loan solely by reason of any non compliance by the Seller; (v) the execution, delivery and performance of this Agreement by the Seller have 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 as contemplated herein, (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 do 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 or their respective affiliates or any servicer of a Mortgage Loan) 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 (except with respect to any servicer of a Mortgage Loan, any commission or compensation that may be due and payable to such servicer if such servicer is terminated and does not continue to act as a servicer); (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 Serviced Companion Mortgage Loan that is deposited into an Other Securitization, the depositor in such Other Securitization) and the Trustee with any Additional Form 10-D Disclosure and any Additional Form 10-K Disclosure set forth next to the Purchaser's name on Schedule X and Schedule Y 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 or agreement 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 or agreement; (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 any 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 purchase and 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 if 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 any Mortgage Loan, the value of 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, ; provided, however, that except with respect to a Defect resulting solely from the failure by the Seller to deliver to the Trustee or Custodian the actual policy of lender's title insurance required pursuant to clause (ix) of the definition of Mortgage File by a date not later than 18 months following the Closing Date, if such Breach or Defect is capable of being cured but is not cured 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 Rating Agencies, the Master Servicer, the Special Servicer, the Trustee and the Directing Certificateholder 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 cure such Breach within the applicable cure period (as the same may be extended) by reimbursing the Trust Fund (by wire transfer of immediately available funds) the reasonable amount of any such costs and expenses incurred by the Master Servicer, the Special Servicer, the Trustee or the Trust Fund that are the basis of such Breach and have not been reimbursed by the related Mortgagor; provided, however, that in the event any such costs and expenses exceed $10,000, the Seller shall have the option to either repurchase or substitute for the related Mortgage Loan as provided above or pay such costs and expenses. Except as provided in the proviso to the immediately preceding sentence, the Seller shall remit the amount of such costs and expenses and upon its making such remittance, the Seller shall be deemed to have cured such Breach in all respects. To the extent any fees or expenses that are the subject of a cure by the Seller are subsequently obtained from the related Mortgagor, the portion of the cure payment equal to such fees or expenses obtained from the Mortgagor shall be returned to the Seller pursuant to Section 2.03(f) of the Pooling and Servicing Agreement. Notwithstanding the foregoing, the sole remedy with respect to any breach of the representation set forth in the second to last sentence of clause (32) of Exhibit B hereto shall be payment by the Seller of such costs and expenses without respect to the materiality of such breach. 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 or a commitment to issue the same pursuant to written escrow instructions signed by the title insurance company) 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 the Defects previously described in clauses (a) through (f)) shall be considered to materially and adversely affects the value of any Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee or any Certificateholder therein 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 its Custodian on its behalf not later than 12 months after 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 the Mortgage Loan affected by the applicable Defect or Breach and the Qualified Substitute Mortgage Loan, if any, 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 by the Master Servicer 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, 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 (including the Servicing File) 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 for the affected Mortgage Loan pursuant to Section 6(e) herein shall constitute the sole remedy available to the Purchaser in connection with a Breach or Defect (subject to the second paragraph of Section 6(c)). It is acknowledged and agreed that the representations and warranties are being made for risk allocation purposes only; 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 Secretary or Assistant Secretary of the Seller; (ii) an original or copy of a certificate of corporate existence 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 corporate or other action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations; (D) the Seller's execution and delivery of, and the Seller's performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller's articles of association 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 federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and (iv) a letter from counsel of the Seller to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. (c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. (d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement. (e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request. SECTION 8. Closing. The closing for the purchase and sale of the Mortgage Loans shall take place at the office of Cadwalader, Wickersham & Taft LLP, New York, New York, at 10:00 a.m., on the Closing Date or such other place and time as the parties shall agree. The parties hereto agree that time is of the essence with respect to this Agreement. SECTION 9. Expenses. The Seller will pay its pro rata share (the Seller's pro rata portion to be determined according to the percentage that the aggregate principal balance as of the Cut-off Date of all the Mortgage Loans represents in proportion to the aggregate principal balance as of the Cut-off Date of all the mortgage loans to be included in the Trust Fund) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented fees, costs and expenses of the Trustee and its counsel incurred in connection with the Trustee entering into the Pooling and Servicing Agreement; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Prospectus, 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, Prospectus and Memoranda, and the reproduction and delivery of this Agreement and the furnishing to the Underwriters of such copies of the Registration Statement, Prospectus, Memoranda 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 and that the rights so assigned may be further assigned to, and shall inure to the benefit of, any successor trustee under 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. Except as set forth hereinabove and in the Pooling and Servicing Agreement, the representations and warranties of the Seller made hereunder and the remedies provided hereunder with respect to Breaches or Defects may not be further assigned by the Purchaser, the Trustee or any successor trustee. No owner of a Certificate issued pursuant to the Pooling and Servicing Agreement shall be deemed a successor or permitted assign because of such ownership. 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, fax number ###-###-####, with a copy to Bianca Russo, fax 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, fax number ###-###-####, with a copy to Bianca Russo, fax number: (212) 834 6593 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 party. 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., as Purchaser By: /s/ Charles Y. Lee ---------------------------------- Name: Charles Y. Lee Title: Vice President JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Seller By: /s/ Charles Y. Lee ---------------------------------- Name: Charles Y. Lee Title: Vice President EXHIBIT A MORTGAGE LOAN SCHEDULE
Sequence # Originator Property Name Property Address - ------------------------------------------------------------------------------------------------------------------------------------ 1 JPMCB Centro Portfolio Various 1.01 JPMCB Bethlehem Square 3926 Linden Street 1.02 JPMCB Marlton Crossing II 101 South Route 73 1.03 JPMCB Barn Plaza 1745 Easton Road 1.04 JPMCB Fox Run Shopping Center 555 North Solomons Island Road 1.05 JPMCB Ocean Heights Plaza 319 New Road 1.06 JPMCB Groton Square 220 Route 12 1.07 JPMCB Whitehall Square 2180 MacArthur Road 1.08 JPMCB Bristol Commerce Square 35-300 Commerce Circle 1.09 JPMCB Stratford Square 411 Barnum Road Cut-Off 1.10 JPMCB Valley Fair 260 West Swedesford Road 1.11 JPMCB Collegetown Shopping Center Route 47 & Donald Barger Boulevard 1.12 JPMCB Village Square 1262 Boston Post Road 3 JPMCB The Gap Building 550 Terry Francois Boulevard 5 JPMCB 30 Broad Street 30 Broad Street 6 JPMCB CenterPoint II Various 6.01 JPMCB 6600 River Road 6600 River Road 6.02 JPMCB 5990 West Touhy Avenue 5990 West Touhy Avenue 6.03 JPMCB 1750 South Lincoln Drive 1750 South Lincoln Drive 6.04 JPMCB 13040 South Pulaski Avenue 13040 South Pulaski Avenue 6.05 JPMCB 11601 South Central Avenue 11601 South Central Avenue 6.06 JPMCB 1455 Sequoia Drive 1455 Sequoia Drive 6.07 JPMCB 6558 West 73rd Street 6558 West 73rd Street 6.08 JPMCB 6751 South Sayre Avenue 6751 South Sayre Avenue 6.09 JPMCB 8200 100th Street 8200 100th Street 6.10 JPMCB 6000 West 73rd Street 6000 West 73rd Street 6.11 JPMCB 6736 West Washington Street 6736 West Washington Street 6.12 JPMCB 525 West Marquette 525 West Marquette Avenue 6.13 JPMCB 1796 Sherwin Avenue 1796 Sherwin Avenue 6.14 JPMCB 9901 South 79th Street 9901 South 79th Street 6.15 JPMCB 5110 South 6th Street 5110 South 6th Street 6.16 JPMCB 1020 Frontenac Road 1020 Frontenac Road 6.17 JPMCB 1560 Frontenac Road 1560 Frontenac Road 6.18 JPMCB 3841-3865 Swanson Court 3841-3865 Swanson Court 6.19 JPMCB 1850 Greenleaf Avenue 1850 Greenleaf Avenue 6.20 JPMCB 1200-24 Independence Boulevard 1200-24 Independence Boulevard 6.21 JPMCB 8100 100th Street 8100 100th Street 6.22 JPMCB 1541-43 Abbott Drive 1541-43 Abbott Drive 6.23 JPMCB 10047 Virginia Avenue 10047 Virginia Avenue 12 JPMCB 215 Park Avenue South 215 Park Avenue South 13 JPMCB Invitrogen Corporation Headquarters 5781 Van Allen Way 15 JPMCB Bigg's Place 4450 Eastgate Boulevard 19 JPMCB DoubleTree - LAX 1985 East Grand Avenue 21 JPMCB 71 Clinton Road 71 Clinton Road 32 JPMCB Sorrento Pines 4108-4122 Sorrento Valley Boulevard 34 JPMCB Avis Centre XII 5430 Data Court 39 JPMCB Gainey Suites Hotel 7300 East Gainey Suites Drive 40 JPMCB JMS Office Portfolio Various 40.01 JPMCB 5151 Monroe Street 5151 Monroe Street 40.02 JPMCB 3454 Oak Alley Court 3454 Oak Alley Court 40.03 JPMCB 3130 Central Park West Drive 3130 Central Park West Drive 40.04 JPMCB 3521 Briarfield Boulevard 3521 Briarfield Boulevard 40.05 JPMCB 6629 West Central Avenue 6629 West Central Avenue 41 JPMCB Crow Canyon Center 2001-2401 Crow Canyon Road 42 JPMCB Parkwood Office Center 3801-3803 Parkwood Boulevard 45 JPMCB Trostel Square Apartments 1818 North Commerce Street 57 JPMCB Thetford 10 - Market North I and II Apartments 111 Darlington Avenue 57.01 JPMCB Thetford 10 - Market North II Apartments 111 Darlington Avenue 57.02 JPMCB Thetford 10 - Market North I Apartments 111 Darlington Avenue 58 JPMCB Northridge Business Park II 19755 & 19737 Nordhoff Street, 19734-36 & 19748 Dearborn Street and 9255 Corbin Avenue 59 JPMCB Orchard Supply Hardware 1934 Avenida de Los Arboles 63 JPMCB Cherry Hill Court Shopping Center 180-520 Lilley Road 66 JPMCB GSA Social Security Building 6226-6248 Banner Avenue 67 JPMCB 13750 Lemoli Avenue Apartments 13750 Lemoli Avenue 68 JPMCB Village Town Center 6315 & 6325 Sashabaw Road 69 JPMCB Approved Mortgage Building 107 North State Road 135 74 JPMCB Clarion Resort on the Lake 4813 Central Avenue 75 JPMCB Savoy Hotel 580 Geary Street 77 JPMCB Peachtree Centers I, II, III 4300, 4317 & 4320 Charlestown Road 81 JPMCB Arden's Run Apartments 30630 UMES Boulevard 82 JPMCB Lawrenceville Commons 65 Lawrenceville Suwanee Road 84 JPMCB 1760 Madison Avenue 1760 Madison Avenue 85 JPMCB Robinson Mobile Home Park 901 North Almon Street 86 JPMCB 3525 Decatur Avenue 3525 Decatur Avenue 90 JPMCB Torrey Place Apartments 575 East Torrey Street 91 JPMCB 115 Erick Street 115 Erick Street 94 JPMCB Tiburon Hospitality Various 94.01 JPMCB Motel 6 - South San Francisco 111 Mitchell Avenue 94.02 JPMCB Comfort Inn - Santa Rosa 2632 Cleveland Avenue 96 JPMCB Shalimar Village MHP 6529 Stone Road 100 JPMCB Waterford Village 5570 - 5640 Dixie Highway 103 JPMCB Superior Townhomes 1002 East 11th Avenue 105 JPMCB First Choice Self-Storage 14750 Foothill Boulevard 110 JPMCB Sleep Inn Maingate Six Flags 750 Six Flags Drive 112 JPMCB JBD Medical Building 1886 West Auburn Road 114 JPMCB Timberstone Commons 4021 & 4031 North McCord Road 115 JPMCB 111 Sparkleberry 111 Sparkleberry Crossing 117 JPMCB Monaco Square 2361 South Monaco Parkway 118 JPMCB Desert Business Park 38747-38813 Nopales Road and 38822-38888 El Desierto Road 119 JPMCB Virginia Square 208-320 North Central Expressway 120 JPMCB Fairfield Storage 6128 Pleasant Avenue 121 JPMCB York Executive Center 2555 Kingston Road 123 JPMCB Doral Strip Center 8694 NW 13th Terrace 124 JPMCB 1220 Greg Street 1220 & 1250 Greg Street 126 JPMCB Northlake Center 3201 West Pioneer Parkway 131 JPMCB Thetford 10 - Glendale Court Apartments 31 Glendale Court 132 JPMCB Miraloma Red Gum Business Park 2901-2941 Mira Loma Avenue & 1325-1345 Red Gum Street 133 JPMCB Powell Self Storage 4882 West Powell Boulevard 134 JPMCB Cantera Commons 28331 Dodge Drive 135 JPMCB 120 Sparkleberry Crossing 120 Sparkleberry Crossing 136 JPMCB Broadway Apartments 312 East Broad Street 137 JPMCB The Lodges Apartments 2506 Spring Avenue Southwest 138 JPMCB 155 Glendale Avenue 155 Glendale Avenue 140 JPMCB Riverwalk Center 2717 South Telephone Road 141 JPMCB Sherrill's Ford Estates Retail 9610 Sherrill Estates Road 142 JPMCB Woodbridge Apartments 2101 & 2111 Southeast Caulder Avenue 143 JPMCB Alabama Center 1045 North Brindlee Mountain Parkway 145 JPMCB Thetford 10- Beaumont Avenue Apartments 1336 North Beaumont Court 146 JPMCB Brookwood Apartments 1904 West White Avenue 147 JPMCB Crowwood Apartments 3901-4002 Crowwood Drive 148 JPMCB Rolo Court Route 15 and West Lisburn Road 149 JPMCB 2750 West Brooks Avenue 2750 West Brooks Avenue 150 JPMCB Scotts Valley Corners 6006 La Madrona Drive 151 JPMCB 600 North White Horse Pike 600-624 North White Horse Pike 153 JPMCB Northview Concourse 7119 San Pedro Avenue 157 JPMCB Thetford 10 - Coleridge Road Apartments 1101 Kemp Boulevard 159 JPMCB Willo Farm Village Willo Farm Lane 162 JPMCB Mimosa MHP 184 Campbell Road 164 JPMCB Beeman Design Center 4949 Beeman Avenue Sequence # City State Zip Code County Property Type - ------------------------------------------------------------------------------------------------------------------------------------ 1 Various Various Various Various Retail 1.01 Bethlehem Township PA 18020 Northhampton Retail 1.02 Marlton NJ 08053 Burlington Retail 1.03 Doylestown PA 18901 Bucks Retail 1.04 Prince Frederick MD 20678 Calvert Retail 1.05 Somers Point NJ 08244 Atlantic City Retail 1.06 Groton CT 06340 New London Retail 1.07 Whitehall Township PA 18052 Lehigh Retail 1.08 Bristol PA 19007 Bucks Retail 1.09 Stratford CT 06614 Fairfield Retail 1.10 Berwyn PA 19312 Chester Retail 1.11 Glassboro NJ 08028 Gloucester Retail 1.12 Mamaroneck NY 10538 Westchester Retail 3 San Francisco CA 94158 San Francisco Office 5 New York NY 10004 New York Office 6 Various Various Various Various Industrial 6.01 Hodgkins IL 60525 Cook Industrial 6.02 Niles IL 60714 Cook Industrial 6.03 Freeport IL 61032 Stephenson Industrial 6.04 Alsip IL 60803 Cook Industrial 6.05 Aslip IL 60803 Cook Industrial 6.06 Aurora IL 60504 Kane Industrial 6.07 Bedford Park IL 60638 Cook Industrial 6.08 Bedford Park IL 60638 Cook Industrial 6.09 Pleasant Prairie WI 53158 Kenosha Industrial 6.10 Bedford Park IL 60638 Cook Industrial 6.11 West Allis WI 53214 Milwaukee Industrial 6.12 Oak Creek WI 53154 Milwaukee Industrial 6.13 Des Plaines IL 60018 Cook Industrial 6.14 Hickory Hills IL 60457 Cook Industrial 6.15 Milwaukee WI 53207 Milwaukee Industrial 6.16 Naperville IL 60563 DuPage Industrial 6.17 Naperville IL 60563 DuPage Industrial 6.18 Gurnee IL 60031 Lake Industrial 6.19 Elk Grove Village IL 60007 Cook Industrial 6.20 Romeoville IL 60446 Will Industrial 6.21 Pleasant Prairie WI 53158 Kenosha Industrial 6.22 Wheeling IL 60090 Cook Industrial 6.23 Chicago Ridge IL 60415 Cook Industrial 12 New York NY 10003 New York Office 13 Carlsbad CA 92008 San Diego Industrial 15 Cincinnati OH 45245 Clermont Retail 19 El Segundo CA 90245 Los Angeles Hotel 21 Garden City NY 11050 Nassau Industrial 32 San Diego CA 92121 San Diego Industrial 34 Ann Arbor MI 48108 Washtenaw Office 39 Scottsdale AZ 85258 Maricopa Hotel 40 Various OH Various Lucas Office 40.01 Toledo OH 43623 Lucas Office 40.02 Toledo OH 43606 Lucas Office 40.03 Toledo OH 43617 Lucas Office 40.04 Maumee OH 43537 Lucas Office 40.05 Sylvania Township OH 43617 Lucas Office 41 San Ramon CA 94583 Contra Costa Office 42 Frisco TX 75034 Collin Office 45 Milwaukee WI 53212 Milwaukee Multifamily 57 Wilmington NC 28403 Various Multifamily 57.01 Wilmington NC 28403 New Hanover Multifamily 57.02 Wilmington NC 28403 Wilmington Multifamily 58 Chatsworth CA 91311 Los Angeles Industrial 59 Thousand Oaks CA 91362 Ventura Retail 63 Canton MI 48188 Wayne Retail 66 Los Angeles CA 90038 Los Angeles Office 67 Hawthorne CA 90250 Los Angeles Multifamily 68 Independence MI 48346 Oakland Retail 69 Greenwood IN 46142 Johnson Office 74 Hot Springs AR 71913 Garland Hotel 75 San Francisco CA 94102 San Francisco Hotel 77 New Albany IN 47150 Floyd Retail 81 Princess Anne MD 21853 Somerset Multifamily 82 Lawrenceville GA 30044 Gwinnett Retail 84 New York NY 10029 New York Multifamily 85 Moscow ID 83843 Latah Manufactured Housing 86 Bronx NY 10467 Bronx Multifamily 90 New Braunfels TX 78130 Comal Multifamily 91 Crystal Lake IL 60014 McHenry Industrial 94 Various CA Various Various Hotel 94.01 South San Francisco CA 94080 San Mateo Hotel 94.02 Santa Rosa CA 95403 Sonoma Hotel 96 Port Richey FL 34668 Pasco Manufactured Housing 100 Waterford MI 48329 Oakland Retail 103 Superior WI 54880 Douglas Multifamily 105 Fontana CA 92335 San Bernardino Self-Storage 110 Arlington TX 76011 Tarrant Hotel 112 Rochester Hills MI 48309 Oakland Office 114 Sylvania OH 43560 Lucas Retail 115 Columbia SC 29229 Richland Retail 117 Denver CO 80222 Denver Multifamily 118 Palm Desert CA 92211 Riverside Industrial 119 McKinney TX 75070 Collin Retail 120 Fairfield OH 45014 Butler Self-Storage 121 York PA 17402 York Office 123 Miami FL 33126 Miami-Dade Retail 124 Sparks NV 89431 Washoe Industrial 126 Pantego TX 76013 Tarrant Industrial 131 Greenville NC 27834 Pitt Multifamily 132 Anaheim CA 92806 Orange Industrial 133 Gresham OR 97030 Multnonah Self-Storage 134 Warrenville IL 60555 DuPage Retail 135 Columbia SC 29229 Richland Retail 136 Richmond VA 23219 Richmond City Multifamily 137 Decatur AL 35601 Morgan Multifamily 138 Sparks NV 89431 Washoe Industrial 140 Moore OK 71360 Cleveland Retail 141 Huntersville NC 28078 Mecklenburg Retail 142 Des Moines IA 50320 Polk Multifamily 143 Arab AL 35016 Marshall Retail 145 Burlington NC 27217 Alamance Multifamily 146 McKinney TX 75069 Collin Multifamily 147 Champaign IL 61822 Champaign Multifamily 148 Mechanicsburg PA 17055 Cumberland Manufactured Housing 149 North Las Vegas NV 89032 Clark Industrial 150 Scotts Valley CA 95066 Santa Cruz Retail 151 Somerdale NJ 08083 Camden Retail 153 San Antonio TX 78216 Bexar Retail 157 Asheboro NC 27203 Randolph Multifamily 159 Lower Swatara Township PA 17111 Dauphin Manufactured Housing 162 Hellam PA 17402 York Manufactured Housing 164 Dallas TX 75223 Dallas Industrial Sequence # Property SubType Total SF/Units Unit of Measure Original Balance Cutoff Balance - ------------------------------------------------------------------------------------------------------------------------------------ 1 Anchored 2,558,521 Square Feet 240,000,000 240,000,000.00 1.01 Anchored 386,820 Square Feet 31,432,000 31,432,000.00 1.02 Anchored 157,228 Square Feet 26,304,000 26,304,000.00 1.03 Anchored 237,688 Square Feet 26,134,000 26,134,000.00 1.04 Anchored 293,423 Square Feet 25,514,000 25,514,000.00 1.05 Anchored 150,494 Square Feet 24,215,000 24,215,000.00 1.06 Anchored 199,602 Square Feet 23,413,000 23,413,000.00 1.07 Anchored 315,035 Square Feet 23,119,000 23,119,000.00 1.08 Anchored 278,378 Square Feet 17,076,000 17,076,000.00 1.09 Anchored 161,539 Square Feet 14,379,000 14,379,000.00 1.10 Anchored 110,299 Square Feet 13,808,000 13,808,000.00 1.11 Anchored 251,015 Square Feet 11,224,000 11,224,000.00 1.12 Anchored 17,000 Square Feet 3,382,000 3,382,000.00 3 CBD 282,773 Square Feet 107,500,000 107,500,000.00 5 CBD 427,568 Square Feet 83,300,000 83,300,000.00 6 Warehouse/Distribution 4,156,890 Square Feet 67,419,000 67,419,000.00 6.01 Warehouse/Distribution 630,410 Square Feet 7,875,000 7,875,000.00 6.02 Warehouse/Distribution 302,378 Square Feet 7,083,000 7,083,000.00 6.03 Warehouse/Distribution 499,200 Square Feet 6,759,000 6,759,000.00 6.04 Warehouse/Distribution 400,076 Square Feet 5,400,000 5,400,000.00 6.05 Warehouse/Distribution 260,000 Square Feet 4,500,000 4,500,000.00 6.06 Warehouse/Distribution 257,600 Square Feet 4,203,000 4,203,000.00 6.07 Warehouse/Distribution 301,000 Square Feet 4,059,000 4,059,000.00 6.08 Warehouse/Distribution 242,690 Square Feet 3,690,000 3,690,000.00 6.09 Warehouse/Distribution 148,472 Square Feet 3,150,000 3,150,000.00 6.10 Warehouse/Distribution 148,091 Square Feet 2,430,000 2,430,000.00 6.11 Warehouse/Distribution 113,620 Square Feet 2,160,000 2,160,000.00 6.12 Warehouse/Distribution 112,144 Square Feet 2,106,000 2,106,000.00 6.13 Warehouse/Distribution 95,220 Square Feet 2,016,000 2,016,000.00 6.14 Warehouse/Distribution 83,096 Square Feet 1,935,000 1,935,000.00 6.15 Warehouse/Distribution 58,500 Square Feet 1,530,000 1,530,000.00 6.16 Warehouse/Distribution 99,684 Square Feet 1,521,000 1,521,000.00 6.17 Warehouse/Distribution 85,608 Square Feet 1,440,000 1,440,000.00 6.18 Warehouse/Distribution 100,000 Square Feet 1,350,000 1,350,000.00 6.19 Warehouse/Distribution 58,627 Square Feet 1,125,000 1,125,000.00 6.20 Warehouse/Distribution 42,804 Square Feet 900,000 900,000.00 6.21 Warehouse/Distribution 38,290 Square Feet 792,000 792,000.00 6.22 Warehouse/Distribution 43,930 Square Feet 765,000 765,000.00 6.23 Warehouse/Distribution 35,450 Square Feet 630,000 630,000.00 12 CBD 323,898 Square Feet 38,000,000 38,000,000.00 13 Flex 328,655 Square Feet 37,000,000 37,000,000.00 15 Anchored 402,634 Square Feet 29,600,000 29,600,000.00 19 Full Service 215 Rooms 23,250,000 23,250,000.00 21 Warehouse/Distribution 178,432 Square Feet 20,500,000 20,500,000.00 32 Flex 114,422 Square Feet 15,200,000 15,200,000.00 34 Suburban 89,184 Square Feet 14,500,000 14,500,000.00 39 Full Service 162 Rooms 12,500,000 12,500,000.00 40 Suburban 183,390 Square Feet 12,150,000 12,150,000.00 40.01 Suburban 68,664 Square Feet 4,240,000 4,240,000.00 40.02 Suburban 57,323 Square Feet 3,760,000 3,760,000.00 40.03 Suburban 15,000 Square Feet 1,500,000 1,500,000.00 40.04 Suburban 19,580 Square Feet 1,500,000 1,500,000.00 40.05 Suburban 22,823 Square Feet 1,150,000 1,150,000.00 41 Suburban 96,775 Square Feet 12,000,000 12,000,000.00 42 Suburban 104,100 Square Feet 11,600,000 11,600,000.00 45 Garden 99 Units 11,350,000 11,350,000.00 57 Garden 204 Units 8,510,000 8,510,000.00 57.01 Garden 100 Units 4,910,000 4,910,000.00 57.02 Garden 102 Units 3,600,000 3,600,000.00 58 Flex 150,972 Square Feet 8,500,000 8,500,000.00 59 Unanchored 59,065 Square Feet 8,450,000 8,450,000.00 63 Anchored 69,812 Square Feet 8,000,000 7,988,805.11 66 Suburban 19,530 Square Feet 7,525,000 7,514,553.91 67 Garden 107 Units 7,500,000 7,500,000.00 68 Unanchored 49,828 Square Feet 7,500,000 7,500,000.00 69 Suburban 57,148 Square Feet 7,440,000 7,440,000.00 74 Full Service 151 Rooms 6,600,000 6,588,145.17 75 Full Service 83 Rooms 6,500,000 6,500,000.00 77 Unanchored 35,011 Square Feet 6,272,000 6,263,307.19 81 Garden 240 Beds 6,100,000 6,100,000.00 82 Shadow Anchored 30,900 Square Feet 6,040,000 6,026,038.03 84 Mid/High Rise 84 Units 5,900,000 5,900,000.00 85 Manufactured Housing 291 Pads 5,775,000 5,775,000.00 86 Garden 84 Units 5,750,000 5,750,000.00 90 Garden 148 Units 5,600,000 5,600,000.00 91 Flex 74,300 Square Feet 5,500,000 5,500,000.00 94 Limited Service 217 Rooms 5,500,000 5,500,000.00 94.01 Limited Service 117 Rooms 3,600,000 3,600,000.00 94.02 Limited Service 100 Rooms 1,900,000 1,900,000.00 96 Manufactured Housing 178 Pads 5,400,000 5,400,000.00 100 Anchored 65,965 Square Feet 5,000,000 5,000,000.00 103 Garden 80 Units 4,730,000 4,717,254.41 105 Self-Storage 657 Units 4,500,000 4,500,000.00 110 Limited Service 126 Rooms 4,060,000 4,052,707.48 112 Suburban 24,224 Square Feet 4,000,000 4,000,000.00 114 Anchored 56,350 Square Feet 4,000,000 3,990,539.13 115 Unanchored 25,325 Square Feet 3,925,000 3,915,822.38 117 Garden 105 Units 3,850,000 3,850,000.00 118 Flex 32,000 Square Feet 3,750,000 3,750,000.00 119 Anchored 56,400 Square Feet 3,650,000 3,644,873.07 120 Self-Storage 736 Units 3,500,000 3,493,560.48 121 Suburban 53,283 Square Feet 3,500,000 3,493,526.28 123 Shadow Anchored 9,700 Square Feet 3,450,000 3,450,000.00 124 Warehouse/Distribution 69,984 Square Feet 3,450,000 3,442,243.99 126 Flex 82,000 Square Feet 3,440,000 3,435,369.99 131 Garden 100 Units 3,000,000 3,000,000.00 132 Flex 164,496 Square Feet 3,000,000 2,993,065.24 133 Self-Storage 431 Units 2,960,000 2,960,000.00 134 Unanchored 7,300 Square Feet 2,900,000 2,900,000.00 135 Unanchored 19,621 Square Feet 2,750,000 2,743,569.83 136 Mid/High Rise 28 Units 2,700,000 2,693,645.23 137 Garden 96 Units 2,675,000 2,675,000.00 138 Warehouse/Distribution 57,269 Square Feet 2,600,000 2,594,154.89 140 Anchored 17,380 Square Feet 2,500,000 2,500,000.00 141 Unanchored 15,260 Square Feet 2,475,000 2,469,212.84 142 Garden 192 Units 2,400,000 2,394,524.41 143 Anchored 72,980 Square Feet 2,350,000 2,344,768.56 145 Garden 100 Units 2,280,000 2,280,000.00 146 Garden 60 Units 2,200,000 2,200,000.00 147 Garden 32 Units 2,181,000 2,181,000.00 148 Manufactured Housing 122 Pads 2,180,000 2,174,902.62 149 Warehouse/Distribution 28,652 Square Feet 2,100,000 2,095,271.22 150 Unanchored 6,964 Square Feet 2,045,000 2,045,000.00 151 Unanchored 19,900 Square Feet 2,000,000 2,000,000.00 153 Unanchored 30,606 Square Feet 1,900,000 1,900,000.00 157 Garden 99 Units 1,790,000 1,790,000.00 159 Manufactured Housing 90 Pads 1,680,000 1,676,103.79 162 Manufactured Housing 82 Pads 1,500,000 1,497,302.66 164 Warehouse/Distribution 66,807 Square Feet 1,342,000 1,342,000.00 Interest Monthly Debt Sequence # Rate (%) Amortization Type Accrual Type Service I/O Period Term - ------------------------------------------------------------------------------------------------------------------------------------ 1 5.628000 IO-Balloon Actual/360 1,382,029.98 36 120 1.01 5.628000 36 120 1.02 5.628000 36 120 1.03 5.628000 36 120 1.04 5.628000 36 120 1.05 5.628000 36 120 1.06 5.628000 36 120 1.07 5.628000 36 120 1.08 5.628000 36 120 1.09 5.628000 36 120 1.10 5.628000 36 120 1.11 5.628000 36 120 1.12 5.628000 36 120 3 5.494000 Interest Only Actual/360 499,006.54 84 84 5 5.640000 IO-Balloon Actual/360 480,310.97 36 120 6 5.543000 Interest Only Actual/360 315,744.87 60 60 6.01 5.543000 60 60 6.02 5.543000 60 60 6.03 5.543000 60 60 6.04 5.543000 60 60 6.05 5.543000 60 60 6.06 5.543000 60 60 6.07 5.543000 60 60 6.08 5.543000 60 60 6.09 5.543000 60 60 6.10 5.543000 60 60 6.11 5.543000 60 60 6.12 5.543000 60 60 6.13 5.543000 60 60 6.14 5.543000 60 60 6.15 5.543000 60 60 6.16 5.543000 60 60 6.17 5.543000 60 60 6.18 5.543000 60 60 6.19 5.543000 60 60 6.20 5.543000 60 60 6.21 5.543000 60 60 6.22 5.543000 60 60 6.23 5.543000 60 60 12 5.667500 Interest Only Actual/360 181,963.48 120 120 13 5.800000 Balloon Actual/360 217,098.62 0 120 15 5.286000 IO-Balloon Actual/360 164,112.93 36 120 19 5.905000 Balloon Actual/360 137,978.63 0 120 21 5.830000 IO-Balloon Actual/360 120,676.29 24 120 32 5.806000 IO-Balloon Actual/360 89,244.55 48 96 34 5.782500 Balloon Actual/360 89,944.41 0 120 39 5.680000 Interest Only Actual/360 59,988.43 84 84 40 5.693000 Balloon Actual/360 70,464.76 0 120 40.01 5.693000 0 120 40.02 5.693000 0 120 40.03 5.693000 0 120 40.04 5.693000 0 120 40.05 5.693000 0 120 41 5.595000 IO-Balloon Actual/360 68,851.65 36 84 42 5.770000 IO-Balloon Actual/360 67,841.90 60 120 45 5.670000 IO-Balloon Actual/360 65,659.83 60 120 57 5.900000 IO-Balloon Actual/360 50,475.92 36 120 57.01 5.900000 36 120 57.02 5.900000 36 120 58 5.530000 IO-Balloon Actual/360 48,422.18 36 120 59 6.000000 Balloon Actual/360 50,662.02 0 132 63 5.505000 Balloon Actual/360 45,448.22 0 120 66 5.580000 Balloon Actual/360 43,104.59 0 120 67 5.780000 IO-Balloon Actual/360 43,911.00 12 60 68 5.640000 IO-Balloon Actual/360 43,245.29 24 120 69 5.590000 IO-Balloon Actual/360 42,664.57 36 120 74 5.882000 Balloon Actual/360 42,049.10 0 120 75 6.360000 Balloon Actual/360 43,321.54 0 120 77 5.595000 Balloon Actual/360 35,986.46 0 120 81 6.040000 IO-Balloon Actual/360 36,729.60 36 180 82 5.590000 Balloon Actual/360 34,636.29 0 120 84 5.920000 IO-Balloon Actual/360 35,070.60 24 60 85 5.510000 Balloon Actual/360 32,826.06 0 120 86 5.480000 IO-Balloon Actual/360 32,575.75 24 120 90 5.640000 Balloon Actual/360 32,289.81 0 120 91 5.820000 IO-Balloon Actual/360 32,341.50 12 180 94 6.430000 Balloon Actual/360 36,896.18 0 60 94.01 6.430000 0 60 94.02 6.430000 0 60 96 5.450000 IO-Balloon Actual/360 30,491.42 36 120 100 5.650000 IO-Balloon Actual/360 28,861.79 24 120 103 5.660000 Balloon Actual/360 28,299.25 0 120 105 5.860000 Balloon Actual/360 26,576.07 0 120 110 5.882000 Balloon Actual/360 25,866.57 0 120 112 5.830000 IO-Balloon Actual/360 23,546.59 24 120 114 5.450000 Balloon Actual/360 22,586.24 0 120 115 5.520000 Balloon Actual/360 22,335.00 0 120 117 5.570000 IO-Balloon Actual/360 22,029.26 24 120 118 5.850000 IO-Balloon Actual/360 22,122.79 36 120 119 5.470000 Balloon Actual/360 20,655.65 0 120 120 5.630000 Balloon Actual/360 21,765.63 0 120 121 5.575000 Balloon Actual/360 21,650.11 0 120 123 5.666000 Balloon Actual/360 19,949.54 0 120 124 5.760000 Balloon Actual/360 20,155.19 0 120 126 5.875000 Balloon Actual/360 20,348.90 0 120 131 5.900000 IO-Balloon Actual/360 17,794.10 36 120 132 5.590000 Balloon Actual/360 17,203.46 0 120 133 5.810000 IO-Balloon Actual/360 17,386.74 12 120 134 5.865000 Balloon Actual/360 17,136.07 0 120 135 5.520000 Balloon Actual/360 15,648.72 0 120 136 5.480000 Balloon Actual/360 15,296.44 0 120 137 5.670000 IO-Balloon Actual/360 15,474.89 24 120 138 5.760000 Balloon Actual/360 15,189.42 0 120 140 5.713000 Balloon Actual/360 14,530.61 0 120 141 5.520000 Balloon Actual/360 14,083.85 0 120 142 5.670000 Balloon Actual/360 13,884.02 0 120 143 5.820000 Balloon Actual/360 13,818.64 0 120 145 5.900000 IO-Balloon Actual/360 13,523.51 36 120 146 5.725000 IO-Balloon Actual/360 12,803.68 12 120 147 5.755000 IO-Balloon Actual/360 12,734.65 24 120 148 5.520000 Balloon Actual/360 12,405.17 0 120 149 5.750000 Balloon Actual/360 12,255.03 0 120 150 5.830000 Balloon Actual/360 12,038.20 0 120 151 5.935000 Balloon Actual/360 11,907.56 0 120 153 5.780000 IO-Balloon Actual/360 11,124.12 24 120 157 5.900000 IO-Balloon Actual/360 10,617.14 36 120 159 5.570000 Balloon Actual/360 9,612.77 0 120 162 5.870000 Balloon Actual/360 9,545.67 0 120 164 6.850000 Balloon Actual/360 8,793.58 0 60 Sequence # Rem. Term Amort. Term Rem. Amort. Payment Date Grace Period ARD (Y/N) Maturity/ARD Date - ------------------------------------------------------------------------------------------------------------------------------------ 1 119 360 360 1 7 No 02/01/16 1.01 119 360 360 1.02 119 360 360 1.03 119 360 360 1.04 119 360 360 1.05 119 360 360 1.06 119 360 360 1.07 119 360 360 1.08 119 360 360 1.09 119 360 360 1.10 119 360 360 1.11 119 360 360 1.12 119 360 360 3 81 0 0 1 5 No 12/01/12 5 120 360 360 1 7 No 04/01/16 6 59 0 0 7 0 No 02/07/11 6.01 59 0 0 6.02 59 0 0 6.03 59 0 0 6.04 59 0 0 6.05 59 0 0 6.06 59 0 0 6.07 59 0 0 6.08 59 0 0 6.09 59 0 0 6.10 59 0 0 6.11 59 0 0 6.12 59 0 0 6.13 59 0 0 6.14 59 0 0 6.15 59 0 0 6.16 59 0 0 6.17 59 0 0 6.18 59 0 0 6.19 59 0 0 6.20 59 0 0 6.21 59 0 0 6.22 59 0 0 6.23 59 0 0 12 120 0 0 1 7 No 04/01/16 13 120 360 360 1 10 No 03/01/16 15 114 360 360 1 5 No 09/01/15 19 120 360 360 1 7 No 03/01/16 21 120 360 360 1 7 No 04/01/16 32 96 360 360 1 7 No 03/01/14 34 120 312 312 1 10 No 03/01/16 39 84 0 0 1 7 No 04/01/13 40 120 360 360 1 7 No 03/01/16 40.01 120 360 360 40.02 120 360 360 40.03 120 360 360 40.04 120 360 360 40.05 120 360 360 41 83 360 360 1 7 No 02/01/13 42 120 360 360 1 7 No 03/01/16 45 120 360 360 1 10 No 04/01/16 57 120 360 360 1 7 No 03/01/16 57.01 120 360 360 57.02 120 360 360 58 120 360 360 1 7 No 04/01/16 59 132 360 360 1 7 No 04/01/17 63 119 360 359 1 7 No 02/01/16 66 119 360 359 1 7 No 02/01/16 67 58 360 360 1 7 No 01/01/11 68 118 360 360 1 7 No 01/01/16 69 119 360 360 1 7 No 02/01/16 74 119 300 299 1 7 No 02/01/16 75 120 300 300 1 7 No 03/01/16 77 119 360 359 1 7 No 02/01/16 81 180 360 360 1 7 No 03/01/21 82 118 360 358 1 7 No 01/01/16 84 60 360 360 1 7 No 04/01/11 85 120 360 360 1 10 No 04/01/16 86 118 360 360 1 7 No 01/01/16 90 120 360 360 1 7 No 04/01/16 91 179 360 360 1 7 No 02/01/21 94 60 300 300 1 7 No 03/01/11 94.01 60 300 300 94.02 60 300 300 96 119 360 360 1 7 No 02/01/16 100 119 360 360 1 7 No 02/01/16 103 118 330 328 1 7 No 01/01/16 105 120 360 360 1 7 No 03/01/16 110 119 300 299 1 7 No 02/01/16 112 120 360 360 1 10 No 04/01/16 114 118 360 358 1 7 No 01/01/16 115 118 360 358 1 7 No 01/01/16 117 119 360 360 1 7 No 02/01/16 118 120 360 360 1 7 No 03/01/16 119 119 360 359 1 10 No 02/01/16 120 119 300 299 1 7 No 02/01/16 121 119 300 299 1 10 No 02/01/16 123 120 360 360 1 7 No 03/01/16 124 118 360 358 1 7 No 01/01/16 126 119 360 359 1 7 No 02/01/16 131 120 360 360 1 7 No 03/01/16 132 118 360 358 1 7 No 01/01/16 133 120 360 360 1 7 No 03/01/16 134 120 360 360 1 7 No 03/01/16 135 118 360 358 1 7 No 01/01/16 136 118 360 358 1 7 No 01/01/16 137 118 360 360 1 7 No 01/01/16 138 118 360 358 1 7 No 01/01/16 140 120 360 360 1 7 No 03/01/16 141 118 360 358 1 7 No 01/01/16 142 118 360 358 1 7 No 01/01/16 143 118 360 358 1 7 No 01/01/16 145 120 360 360 1 7 No 03/01/16 146 119 360 360 1 7 No 02/01/16 147 119 360 360 1 7 No 02/01/16 148 118 360 358 1 7 No 01/01/16 149 118 360 358 1 7 No 01/01/16 150 120 360 360 1 7 No 03/01/16 151 120 360 360 1 7 No 03/01/16 153 118 360 360 1 7 No 01/01/16 157 120 360 360 1 7 No 03/01/16 159 118 360 358 1 7 No 01/01/16 162 119 300 299 1 7 No 02/01/16 164 60 360 360 1 7 No 04/01/11 Sequence # Final Mat Date ARD Step Up (%) Defeasance Allowed - -------------------------------------------------------------------------------- 1 Yes 1.01 1.02 1.03 1.04 1.05 1.06 1.07 1.08 1.09 1.10 1.11 1.12 3 Yes 5 Yes 6 Yes 6.01 6.02 6.03 6.04 6.05 6.06 6.07 6.08 6.09 6.10 6.11 6.12 6.13 6.14 6.15 6.16 6.17 6.18 6.19 6.20 6.21 6.22 6.23 12 Yes 13 Yes 15 Yes 19 Yes 21 Yes 32 Yes 34 Yes 39 Yes 40 Yes 40.01 40.02 40.03 40.04 40.05 41 Yes 42 Yes 45 Yes 57 Yes 57.01 57.02 58 Yes 59 Yes 63 Yes 66 Yes 67 Yes 68 Yes 69 Yes 74 Yes 75 Yes 77 Yes 81 Yes 82 Yes 84 Yes 85 Yes 86 Yes 90 Yes 91 Yes 94 Yes 94.01 94.02 96 Yes 100 Yes 103 Yes 105 Yes 110 Yes 112 Yes 114 Yes 115 Yes 117 Yes 118 Yes 119 Yes 120 Yes 121 Yes 123 Yes 124 Yes 126 Yes 131 Yes 132 Yes 133 No 134 Yes 135 Yes 136 Yes 137 Yes 138 Yes 140 Yes 141 Yes 142 Yes 143 Yes 145 Yes 146 Yes 147 Yes 148 Yes 149 Yes 150 Yes 151 Yes 153 No 157 Yes 159 Yes 162 Yes 164 Yes Sequence # Upfront CapEx Reserve Upfront Eng. Reserve Upfront Envir. Reserve Upfront TI/LC Reserve - ------------------------------------------------------------------------------------------------------------------- 1 0.00 0.00 0.00 0.00 1.01 1.02 1.03 1.04 1.05 1.06 1.07 1.08 1.09 1.10 1.11 1.12 3 0.00 0.00 0.00 0.00 5 27,500.00 27,500.00 0.00 2,500,000.00 6 0.00 0.00 0.00 0.00 6.01 6.02 6.03 6.04 6.05 6.06 6.07 6.08 6.09 6.10 6.11 6.12 6.13 6.14 6.15 6.16 6.17 6.18 6.19 6.20 6.21 6.22 6.23 12 49,313.00 0.00 0.00 0.00 13 0.00 0.00 0.00 0.00 15 0.00 0.00 0.00 0.00 19 0.00 0.00 0.00 0.00 21 0.00 26,250.00 0.00 0.00 32 0.00 0.00 0.00 0.00 34 0.00 0.00 0.00 0.00 39 0.00 0.00 0.00 0.00 40 0.00 0.00 0.00 0.00 40.01 40.02 40.03 40.04 40.05 41 0.00 26,464.00 0.00 200,000.00 42 0.00 0.00 0.00 0.00 45 0.00 0.00 0.00 0.00 57 0.00 7,500.00 0.00 0.00 57.01 57.02 58 0.00 0.00 0.00 0.00 59 0.00 0.00 0.00 0.00 63 0.00 0.00 125,000.00 0.00 66 0.00 0.00 0.00 0.00 67 0.00 0.00 0.00 0.00 68 0.00 2,000.00 0.00 0.00 69 0.00 0.00 0.00 0.00 74 0.00 0.00 0.00 0.00 75 0.00 102,500.00 0.00 0.00 77 0.00 8,625.00 0.00 0.00 81 0.00 0.00 0.00 0.00 82 0.00 0.00 0.00 0.00 84 0.00 11,525.00 0.00 0.00 85 0.00 0.00 0.00 0.00 86 0.00 77,273.00 0.00 0.00 90 0.00 10,000.00 0.00 0.00 91 0.00 0.00 0.00 0.00 94 0.00 0.00 0.00 0.00 94.01 94.02 96 0.00 0.00 0.00 0.00 100 0.00 80,438.00 0.00 125,000.00 103 0.00 0.00 0.00 0.00 105 0.00 0.00 0.00 0.00 110 0.00 6,250.00 0.00 0.00 112 0.00 0.00 0.00 0.00 114 0.00 0.00 0.00 0.00 115 0.00 0.00 0.00 0.00 117 0.00 4,012.50 0.00 0.00 118 0.00 0.00 0.00 0.00 119 0.00 157,250.00 0.00 0.00 120 0.00 0.00 0.00 0.00 121 0.00 12,500.00 0.00 0.00 123 0.00 0.00 0.00 0.00 124 0.00 5,500.00 0.00 185,000.00 126 0.00 0.00 0.00 0.00 131 0.00 3,000.00 0.00 0.00 132 0.00 0.00 0.00 0.00 133 0.00 0.00 0.00 0.00 134 0.00 6,375.00 0.00 0.00 135 0.00 0.00 0.00 0.00 136 0.00 0.00 0.00 0.00 137 0.00 56,562.50 0.00 0.00 138 135,608.00 0.00 0.00 232,000.00 140 0.00 0.00 0.00 0.00 141 0.00 0.00 0.00 0.00 142 0.00 3,226.38 0.00 0.00 143 0.00 1,875.00 0.00 0.00 145 0.00 12,453.75 0.00 0.00 146 0.00 0.00 0.00 0.00 147 0.00 0.00 0.00 0.00 148 0.00 0.00 0.00 0.00 149 0.00 0.00 0.00 50,000.00 150 0.00 0.00 0.00 0.00 151 0.00 2,500.00 0.00 0.00 153 0.00 66,527.50 0.00 0.00 157 0.00 15,000.00 0.00 0.00 159 0.00 0.00 0.00 0.00 162 0.00 0.00 0.00 0.00 164 0.00 0.00 0.00 0.00 Sequence # Upfront RE Tax Reserve Upfront Ins. Reserve Upfront Other Reserve - --------------------------------------------------------------------------------------- 1 1,649,165.42 0.00 0.00 1.01 1.02 1.03 1.04 1.05 1.06 1.07 1.08 1.09 1.10 1.11 1.12 3 0.00 0.00 0.00 5 692,103.79 61,583.33 35,834.00 6 0.00 0.00 0.00 6.01 6.02 6.03 6.04 6.05 6.06 6.07 6.08 6.09 6.10 6.11 6.12 6.13 6.14 6.15 6.16 6.17 6.18 6.19 6.20 6.21 6.22 6.23 12 668,344.59 0.00 0.00 13 0.00 0.00 0.00 15 78,864.32 0.00 0.00 19 65,797.25 31,043.43 0.00 21 138,680.92 0.00 0.00 32 9,896.32 1,177.16 0.00 34 91,841.27 488.83 0.00 39 0.00 0.00 0.00 40 59,672.96 5,473.25 0.00 40.01 40.02 40.03 40.04 40.05 41 70,558.50 0.00 0.00 42 89,101.26 27,444.97 153,876.00 45 16,741.67 2,324.33 0.00 57 21,888.20 27,936.33 1,750.00 57.01 57.02 58 0.00 10,636.05 0.00 59 0.00 4,806.66 0.00 63 0.00 5,745.33 0.00 66 53,714.16 1,624.16 0.00 67 40,533.33 5,159.33 0.00 68 44,186.65 0.00 0.00 69 5,805.67 5,174.00 0.00 74 0.00 0.00 0.00 75 0.00 27,073.00 0.00 77 4,716.50 6,325.00 0.00 81 69,923.33 0.00 0.00 82 8,722.02 1,444.50 0.00 84 51,669.28 0.00 0.00 85 28,853.28 2,821.66 0.00 86 10,927.00 5,733.33 0.00 90 40,094.07 17,228.95 0.00 91 0.00 0.00 0.00 94 11,664.96 11,353.67 0.00 94.01 94.02 96 26,102.66 2,250.75 0.00 100 20,950.54 3,197.00 0.00 103 6,250.90 1,908.17 0.00 105 6,948.90 5,292.08 0.00 110 0.00 0.00 0.00 112 10,083.33 4,186.42 327,678.66 114 6,038.91 16,309.17 0.00 115 8,324.22 3,243.75 60,000.00 117 3,290.63 14,140.00 0.00 118 18,403.85 1,983.25 0.00 119 29,250.00 6,907.83 0.00 120 0.00 0.00 0.00 121 0.00 0.00 0.00 123 13,056.16 10,356.50 0.00 124 4,471.50 19,662.00 0.00 126 35,945.85 1,362.15 0.00 131 9,365.69 12,798.50 1,750.00 132 0.00 0.00 0.00 133 8,328.07 2,580.00 0.00 134 11,350.50 2,316.66 0.00 135 4,982.41 1,846.83 40,000.00 136 9,465.75 4,282.38 0.00 137 8,476.38 3,518.66 25,000.00 138 7,600.84 14,289.00 19,052.00 140 7,036.08 786.75 213,251.00 (100,000.00) 141 2,118.98 2,246.00 20,000.00 142 0.00 0.00 0.00 143 3,695.84 3,434.50 0.00 145 8,230.73 13,788.50 1,750.00 146 10,482.26 8,317.29 0.00 147 27,322.52 1,155.00 0.00 148 16,376.09 701.00 0.00 149 6,587.00 3,937.50 13,777.33 150 0.00 0.00 0.00 151 9,621.62 3,454.50 0.00 153 9,921.14 6,955.67 0.00 157 11,758.00 13,230.25 1,750.00 159 21,804.25 1,002.50 0.00 162 14,940.97 783.75 0.00 164 6,969.40 872.75 0.00 Sequence # Upfront Other Description - ---------------------------------------------------------------------------------- 1 1.01 1.02 1.03 1.04 1.05 1.06 1.07 1.08 1.09 1.10 1.11 1.12 3 5 Ground Rent Reserve 6 6.01 6.02 6.03 6.04 6.05 6.06 6.07 6.08 6.09 6.10 6.11 6.12 6.13 6.14 6.15 6.16 6.17 6.18 6.19 6.20 6.21 6.22 6.23 12 13 15 19 21 32 34 39 40 40.01 40.02 40.03 40.04 40.05 41 42 Half Associates Expansion Space Occupancy Reserve 45 57 Assumption Fee Reserve 57.01 57.02 58 59 63 66 67 68 69 74 75 77 81 82 84 85 86 90 91 94 94.01 94.02 96 100 103 105 110 112 Mechanic's Lien Reserve 114 115 Additional Collateral Reserve 117 118 119 120 121 123 124 126 131 Assumption Fee Escrow 132 133 134 135 Additional Collateral Reserve 136 137 Furniture Replacement Reserve 138 Near Term Insurance Premium Reserve 140 Catherine's Deposit Escrow (113,251.00), Spotted Leopard Escrow 141 Additional Collateral Reserve 142 143 145 Assumption Fee Escrow 146 147 148 149 Furious Motor Sports Occupancy Reserve ($5,527.33); Near Term Insurance Premium Reserve ($8,250.00) 150 151 153 157 Assumption Fee Escrow 159 162 164 Sequence # Monthly Capex Reserve Monthly Envir. Reserve Monthly TI/LC Reserve Monthly RE Tax Reserve Monthly Ins. Reserve - ------------------------------------------------------------------------------------------------------------------------------------ 1 0.00 5,833.33 0.00 371,021.01 0.00 1.01 1.02 1.03 1.04 1.05 1.06 1.07 1.08 1.09 1.10 1.11 1.12 3 0.00 0.00 0.00 0.00 0.00 5 3,544.00 0.00 0.00 138,420.76 30,791.67 6 0.00 0.00 0.00 0.00 0.00 6.01 6.02 6.03 6.04 6.05 6.06 6.07 6.08 6.09 6.10 6.11 6.12 6.13 6.14 6.15 6.16 6.17 6.18 6.19 6.20 6.21 6.22 6.23 12 0.00 0.00 0.00 0.00 0.00 13 0.00 0.00 0.00 0.00 0.00 15 2,558.23 0.00 45,000.00 39,432.16 0.00 19 19,925.00 0.00 0.00 13,159.45 10,347.81 21 1,669.29 0.00 8,333.34 69,340.46 0.00 32 2,703.23 0.00 8,333.33 9,896.32 588.58 34 895.33 0.00 0.00 22,960.32 488.83 39 26,940.00 0.00 0.00 0.00 0.00 40 2,306.45 0.00 11,667.00 19,890.99 1,824.42 40.01 40.02 40.03 40.04 40.05 41 1,572.08 0.00 4,166.00 11,759.74 0.00 42 867.50 0.00 0.00 25,919.23 2,495.00 45 0.00 0.00 0.00 16,741.67 2,324.33 57 4,250.00 0.00 0.00 5,472.05 2,539.67 57.01 57.02 58 4,130.00 0.00 7,500.00 12,341.65 818.15 59 0.00 0.00 0.00 0.00 480.66 63 679.18 0.00 2,000.00 0.00 1,438.58 66 325.50 0.00 0.00 10,742.83 812.08 67 2,006.25 0.00 0.00 10,133.33 2,579.66 68 628.00 0.00 4,166.67 11,046.66 0.00 69 330.00 0.00 2,500.00 1,451.42 862.33 74 0.00 0.00 0.00 0.00 0.00 75 10,537.80 0.00 0.00 6,860.91 2,256.08 77 239.67 0.00 2,296.30 1,572.17 1,054.17 81 1,922.92 0.00 0.00 8,740.42 1,498.67 82 257.50 0.00 2,575.00 1,744.00 722.25 84 3,050.79 0.00 0.00 12,917.32 0.00 85 1,212.50 0.00 0.00 4,808.88 1,410.83 86 1,120.00 0.00 0.00 10,927.00 2,866.67 90 3,000.00 0.00 0.00 10,023.52 2,871.49 91 1,451.04 0.00 6,482.00 0.00 0.00 94 11,459.83 0.00 0.00 11,664.96 2,838.42 94.01 94.02 96 746.00 0.00 0.00 5,220.53 750.25 100 181.40 0.00 0.00 5,237.63 1,065.67 103 1,553.00 0.00 0.00 6,250.90 1,908.17 105 879.08 0.00 0.00 3,653.97 407.08 110 0.00 0.00 0.00 0.00 0.00 112 116.50 0.00 1,614.92 5,041.67 380.58 114 813.73 0.00 2,083.33 6,038.91 1,630.92 115 0.00 0.00 0.00 4,162.11 360.42 117 2,458.11 0.00 0.00 3,290.63 1,767.50 118 266.67 0.00 5,172.00 2,629.12 661.08 119 705.00 0.00 1,692.00 9,750.00 986.83 120 0.00 0.00 0.00 0.00 0.00 121 0.00 0.00 0.00 0.00 0.00 123 0.00 0.00 500.00 6,528.08 3,452.17 124 1,358.31 0.00 3,000.00 2,235.75 2,184.66 126 1,366.67 0.00 2,500.00 7,189.17 681.08 131 2,170.00 0.00 0.00 2,341.42 1,163.50 132 0.00 0.00 0.00 0.00 0.00 133 592.08 0.00 0.00 1,388.01 258.00 134 608.33 0.00 900.00 3,783.50 579.16 135 0.00 0.00 0.00 2,491.20 263.83 136 210.00 0.00 1,000.00 1,183.22 856.48 137 2,800.00 0.00 0.00 1,695.28 1,759.33 138 786.14 0.00 1,908.97 2,533.61 1,587.66 140 217.25 0.00 1,000.00 1,759.02 87.42 141 0.00 0.00 0.00 1,059.49 374.33 142 0.00 0.00 0.00 0.00 0.00 143 912.25 0.00 1,702.87 1,231.95 1,144.83 145 2,835.00 0.00 0.00 2,057.68 1,253.50 146 1,307.08 0.00 0.00 3,494.09 2,772.43 147 547.00 0.00 0.00 4,553.75 385.00 148 327.58 0.00 0.00 3,275.22 233.67 149 356.65 0.00 0.00 1,646.75 562.50 150 0.00 0.00 0.00 0.00 0.00 151 435.00 0.00 3,334.00 4,810.81 383.83 153 475.29 0.00 757.65 4,960.57 496.83 157 3,032.00 0.00 0.00 2,939.50 1,202.75 159 325.61 0.00 0.00 2,725.53 334.17 162 80.28 0.00 0.00 2,490.16 156.75 164 933.00 0.00 2,500.00 1,393.88 872.75 Sequence # Monthly Other Reserve Other Month Description Letter of Credit Description of LOC - ------------------------------------------------------------------------------------------------------------------------------------ 1 0.00 No 1.01 1.02 1.03 1.04 1.05 1.06 1.07 1.08 1.09 1.10 1.11 1.12 3 0.00 No 5 0.00 No 6 0.00 No 6.01 6.02 6.03 6.04 6.05 6.06 6.07 6.08 6.09 6.10 6.11 6.12 6.13 6.14 6.15 6.16 6.17 6.18 6.19 6.20 6.21 6.22 6.23 12 0.00 No 13 0.00 No 15 0.00 No 19 0.00 No 21 0.00 No 32 0.00 No 34 0.00 No 39 0.00 No 40 0.00 No 40.01 40.02 40.03 40.04 40.05 41 0.00 No 42 0.00 No 45 0.00 No 57 0.00 No 57.01 57.02 58 0.00 No 59 0.00 No 63 0.00 No 66 0.00 No 67 0.00 No 68 0.00 No 69 0.00 No 74 0.00 No 75 0.00 No 77 0.00 No 81 0.00 No 82 0.00 No 84 0.00 No 85 0.00 No 86 0.00 No 90 0.00 No 91 32,341.50 Eltek Debt Service Funds No 94 0.00 No 94.01 94.02 96 0.00 No 100 0.00 No 103 0.00 No 105 0.00 No 110 0.00 No 112 0.00 No 114 0.00 No 115 0.00 107,500 Holdback LOC released upon: i.) No Event of Default, ii.) DSCR >= 1.20x 117 0.00 No 118 0.00 No 119 0.00 No 120 0.00 No 121 0.00 550,000 Property Occupancy Letter of Credit 123 0.00 No 124 0.00 No 126 0.00 No 131 0.00 No 132 0.00 No 133 0.00 No 134 0.00 No 135 0.00 825,000 Litigation Holdback LOC ($750,000) ; Holdback LOC ($75,000) 136 0.00 No 137 800.00 No 138 0.00 No 140 0.00 No 141 0.00 67,500 Holdback LOC released upon: i.) No Event of Default, ii.) DSCR >= 1.20x 142 0.00 No 143 0.00 No 145 0.00 No 146 0.00 No 147 0.00 No 148 0.00 No 149 0.00 No 150 0.00 No 151 0.00 100,000 In lieu of 100,000.00 deposit into TI/LC Upfront Reserve 153 0.00 No 157 0.00 No 159 0.00 No 162 0.00 No 164 0.00 No Sequence # Title Type Crossed Loan Related Borrower - ------------------------------------------------------------------------------------------------------------------------------------ 1 Fee/Leasehold 1.01 Fee 1.02 Fee 1.03 Fee 1.04 Fee 1.05 Fee 1.06 Fee 1.07 Fee 1.08 Fee 1.09 Fee 1.10 Fee/Leasehold 1.11 Fee 1.12 Fee 3 Fee 5 Leasehold 6 Fee 6.01 Fee 6.02 Fee 6.03 Fee 6.04 Fee 6.05 Fee 6.06 Fee 6.07 Fee 6.08 Fee 6.09 Fee 6.10 Fee 6.11 Fee 6.12 Fee 6.13 Fee 6.14 Fee 6.15 Fee 6.16 Fee 6.17 Fee 6.18 Fee 6.19 Fee 6.20 Fee 6.21 Fee 6.22 Fee 6.23 Fee 12 Fee 13 Fee 15 Fee 19 Fee 21 Fee 32 Fee 34 Fee 39 Fee 40 Fee 40.01 Fee 40.02 Fee 40.03 Fee 40.04 Fee 40.05 Fee 41 Fee 2 42 Fee 45 Fee 57 Fee 8 57.01 Fee 57.02 Fee 58 Leasehold 59 Fee 63 Fee 66 Fee 67 Fee 68 Fee 69 Fee 74 Fee 9 75 Fee 77 Fee 81 Fee 82 Fee 84 Fee 7 85 Fee 86 Fee 90 Fee 91 Fee 94 Leasehold 94.01 Leasehold 94.02 Leasehold 96 Fee 100 Fee 103 Fee 105 Fee 110 Fee 9 112 Fee 114 Fee 115 Fee C 117 Fee 118 Fee 119 Fee 120 Fee 121 Fee 123 Fee 124 Fee 11 126 Fee 131 Fee 8 132 Leasehold 133 Fee 134 Fee 135 Fee C 136 Fee 137 Fee 138 Fee 11 140 Fee 141 Fee C 142 Fee 143 Fee 145 Fee 8 146 Fee 147 Fee 148 Fee 15 149 Fee 11 150 Fee 151 Fee 153 Fee 157 Fee 8 159 Fee 15 162 Fee 164 Fee Sequence # Borrower Name - ------------------------------------------------------------------------------------------------------------------------------------ 1 CW Groton Square LLC, CW Village Square LLC, Fox Run Limited Partnership, Fox Run LLC, KR Collegetown LLC, Marlton Plaza Assocaites II, L.P., Village Plaza LLC, KR Stratford LLC, KRT Property Holdings LLC, KR Best Associates L.P., and KR Barn, L.P. 1.01 1.02 1.03 1.04 1.05 1.06 1.07 1.08 1.09 1.10 1.11 1.12 2 Mall at Smith Haven, LLC 3 550 Terry Francois Blvd., L.L.C. 4 PR Hagerstown LLC and PR Valley Limited Partnership 5 Gotham Broad LLC 6 CJF2 LLC 6.01 6.02 6.03 6.04 6.05 6.06 6.07 6.08 6.09 6.10 6.11 6.12 6.13 6.14 6.15 6.16 6.17 6.18 6.19 6.20 6.21 6.22 6.23 7 Horizon/McClellan LLC, MP Cargo LAX Property LLC, MP Cargo ORD Property LLC, and MP Cargo LAX I LLC 7.01 7.02 7.03 7.04 7.05 7 Various 8 BC Wood Investment Fund II, LLC 8.01 8.02 8.03 8.04 8.05 8.06 8.07 8.08 9 Danville Manor, LLC 10 BC Wood Investment Holdings III, LLC 11 Smith/Curry Hotel Group Kings Grant LLC, Smith/Curry Hotel Group HH-Harris LLC, Smith/Curry Hotel Group Manchester Village LLC, Smith/Curry Hotel Group Pineville II LLC, Smith/Curry Hotel Group CI-Harris LLC 11.01 11.02 11.03 11.04 11.05 12 Dever Properties LLC 13 Griffin Capital (Carlsbad Pointe) Investor, LLC, Griffin Capital (Carlsbad Pointe) Investor 1, LLC,Griffin Capital (Carlsbad Pointe) Investor 2, LLC,Griffin Capital (Carlsbad Pointe) Investor 3, LLC,Griffin Capital (Carlsbad Pointe) Investor 4, LLC,Griffin Capital (Carlsbad Pointe) Investor 5, LLC,Griffin Capital (Carlsbad Pointe) Investor 6, LLC,Griffin Capital (Carlsbad Pointe) Investor 7, LLC,Griffin Capital (Carlsbad Pointe) Investor 8, LLC,Griffin Capital (Carlsbad Pointe) Investor 9, LLC,Griffin Capital (Carlsbad Pointe) Investor 10, LLC,Griffin Capital (Carlsbad Pointe) Investor 11, LLC, Griffin Capital (Carlsbad Pointe) Investor 12, LLC,Griffin Capital (Carlsbad Pointe) Investor 13, LLC,Griffin Capital (Carlsbad Pointe) Investor 14, LLC,Griffin Capital (Carlsbad Pointe) Investor 15, LLC,Griffin Capital (Carlsbad Pointe) Investor 16, LLC,Griffin Capital (Carlsbad Pointe) Investor 17, LLC,Griffin Capital (Carlsbad Pointe) Investor 18, LLC,Griffin Capital (Carlsbad Pointe) Investor 19, LLC,Griffin Capita 14 Benson Hotel Limited Partnership 15 Amerishop Bigg's Place, LLC 16 Carmel Valley Associates, CWS Carmel Valley 97, LLC, CWS Stonegate Austin-Carmel Valley I, L.P. 17 Burbank Owner Corp. 18 Philips Lake Worth, L.P. 19 SC Harp El Segundo, LLC 20 8th and Pine Joint Venture 21 Stewart & Clinton Co., LLC 22 Coolidge Hastings LLC, Coolidge Osborn LLC, HLP Hastings LLC, HLP Osborn LLC 22.01 22.02 23 Richland Pointe, LLC and Delaware Oak River, LLC 24 CP Bristol SA LLC 25 Harbor Grand Apartments Investors LP, KL Lim HG, LLC, Mila Ent. HG, LLC, Weiss HG, LLC, Heil Harbor Grand, LLC 26 Washington Plaza, LLC 27 MB Pittsburgh Bridgeside DST 28 35/WCD Century South K/C, Ltd. 29 USA Carrington Park, LLC, and others as tenants in common 30 Ashton Bell 28 Property, LLC 31 Cameron Technology Investors II, L.P., WCBC Investors II, LP 31.01 31.02 32 RIF III-Sorrento Pines, LLC 33 Marketfair North LLC 34 TCP-Ann Arbor, LLC 35 J&T Rio Linda Plaza, LLC; Wilson Family Properties Rio Linda, LLC; BSP Rio Linda Plaza, LLC 36 Direct Invest - 829 Middlesex, LLC 37 Chisholm/Bass Round Rock K/C, Ltd. 38 Brandywine Partners, L.P. 39 Gainey Hotel Co., L.L.C. 40 JPM Holdings, LLC 40.01 40.02 40.03 40.04 40.05 41 RDS Investment Company, LLC, TMG Investment Company, LLC, NTB Investment Company, LLC and PWS Investment Company, LLC 42 Sealy Parkwood, L.P. 43 Tampa Oaks Hotel, L.L.C. 44 Lion Paw, LLC 45 Trostel Square Apartments LLC 46 Belvedere Investment Associates, LLC 47 Seaford Village, LLC 48 Darby II, LLC, 433 Occidental, LLC, MP West, LLC 49 Cooper Square NY Associates, L.P. 50 ATC Turnpike Plaza, LLC 51 Riviera Casas Adobes, LLC, Riviera BJA, LLC, Riviera BJSP, LLC, and Riviera FH, LLC 52 Winchester Temecula One, L.P. 53 Biddeford Investment Associates, Limited Partnership 54 87 Post Road East Associates LLC 55 CIP Attleboro Management, LLC, Compass Realty/Attleboro, LLC and Nomist Realty/Brooks/Attleboro, LLC 56 Ko's Packer Square, Inc. 57 TP Investors, LLC 57.01 57.02 58 NBP Partners II, LLC 59 Butler Champion, Ltd. 60 MB Sugar Land Gillingham Limited Partnership 61 JSB Properties LLC 62 Datwyler Jordan Gateway Plaza, LLC 63 Cherry Hill Court Associates, L.L.C. 64 88 Llewellyn Associates, LLC, Mosaic Llewellyn LLC 65 Hawthorne Square Naperville Limited Partnership 66 GSA Group, LLC, GSA Associates, LLC 67 Pinnacle-Lemoli, LLC 68 Village Town Center, L.L.C. 69 Allen/Christy Associates, LLC 70 GHP 79 East LLC and 100 Dowd LLC 71 Lawndale Plaza LLC, 4128 Chester Limited Partnership 71.01 71.02 72 S.A. - Chase Hill SPE, L.P. 73 St. Rose, LLC, JAA, LLC 74 Lake Hamilton Hotel Holdings, Inc. 75 Geary Street Properties, LLC 76 55 Post Road West LLC 77 Peche, LLC, Pechtwo, LLC, Peach III, LLC 78 Lancaster Country Hotel Group, LLC 79 Cross Park Investors II, L.P., Rutland-McNeil Investors II, L.P. 79.01 79.02 80 WI-FI 2400, LLC 81 Arden's Run, LLC 82 Lawrenceville Commons, LLC 83 Apple Hotel, LLC 84 Caparra La Nueva Associates, L.P. 85 MADEE, LLC 86 3525 Decatur Avenue LLC 87 1877 South Federal LLC 88 Sonrisa Venture, L.P., Sonrisa Boyce, LLC, Sonrisa Leeds, LLC, Sonrisa O'Malley, LLC, Sonrisa Payne, LLC, Sonrisa Ragimov, LLC, Sonrisa Read, LLC, Sonrisa Tate, LLC 88.01 88.02 88.03 88.04 88.05 89 Beaver Banning Group LLC, Beaver Kirkmulon LLC, Dacar, LLC, Beaver Medical LLC 90 Torrey Place, LLC 91 Walden Industrial Capital, LLC 92 Cheyenne Mountain Hotel Company, L.L.C. 93 Apple Hotel Holdings LLC 94 Tiburon Hospitality LLC 94.01 94.02 95 University Lofts, LLC 96 Shalimar MHP, LLC 97 3435 Ocean Park LLC 98 Fifty One NWS Realty Trust, KHA Realty Trust 99 Belair MOB I, LLC. 100 A&R Properties L.L.C. 101 Cove Neck Properties, LLC 102 Emerald Park Apartments Limited Partnership 103 Superior Townhomes LLC 104 R&F Properties, LLC 105 First Choice Storage, Inc. 106 ANK/Mid-Five Corporation 107 Warren Durango, LLC 108 Joliet Commons, LLC 109 SWC Fry Road/West Little York, Ltd. 110 Arlington Texas Hotel Holdings, Inc. 111 H.J. Associates, Ltd. 112 JBD Medical C Building, LLC 113 9751 Delegates Drive, LLC 114 Timberstone Development, LLC 115 Building 1 Sparkleberry Crossing, LLC 116 830 Rock, LLC 117 Monaco Square Holdings, LLC 118 DBP Properties, L.L.C. 119 JAHCO Virginia Square, L.P. 120 Imbus Enterprises Limited Partnership 121 KM Executive Center, L.P. 122 JMF Enterprises II LLC 123 Cyrancel LLC 124 South Tech Greg, LLC 125 CP 962 Monterey, LLC 126 DRM Partners, L.P, F and F & S Northlake Partners, LLC 127 Interlaken Inn Associates, Ltd 128 MBS Woodland, LLC 129 RHW Hotel Holdings Company, LLC 130 Sonrisa Venture, L.P., Sonrisa Boye, LLC, Sonrisa Leeds, LLC, Sonrisa O'Malley, LLC, Sonrisa Payne, LLC, Sonrisa Ragimov, LLC, Sonrisa Read, LLC, Sonrisa Tate, LLC 130.01 130.02 130.03 130.04 131 TP Investors, LLC 132 Mira Loma Red Gum Business Park LLC 133 Powell Storage, LLC 134 WFS-Cantera, LLC 135 Sparkleberry Crossing Building Two, LLC 136 312 East Broad Street L.P. 137 Hitters Park II, LLC 138 South Tech Glendale 155, LLC 139 Deer Park Station Limited Partnership 140 Riverwalk Centre II-Oklahoma, L.L.C. 141 Exit 25 LLC 142 Daymark - Woodbridge LLC & Dobbertin Twin Pine, LLC 143 Arab Center Partners, LLC 145 TP Investors, LLC 146 Brookwood McKinney, L.P. 147 Crowwood, LLC 148 Carl E. Dallmeyer, Kelly J. Rodgers 149 South Tech Brooks 2750K, LLC 150 Scotts Valley Corners 151 600 WHP, LLC 152 AP-Amsterdam 381 East 160th LLC 153 Northview Concourse SC, Ltd. 154 Centerbrooke Investments, LLC, Centerbrooke Venture, LLC, Alna of DE, LLC 155 A+ Mini Storage, LLC 156 AP-Amsterdam 2260 Washington LLC 157 TP Investors, LLC 158 BHOLA Associates, LLC 159 Carl E. Dallmeyer, Kelly J. Rodgers 160 AP-Amsterdam 371 East 165th LLC 161 Bay-Cal, LLC 162 Peifer Brothers 163 Wichita East Small Shops, LLC 164 SI Texas Properties, LP Sequence # Principal Name - ------------------------------------------------------------------------------------------------------------------------------------ 1 Centro Watt America REIT V, Inc. 1.01 1.02 1.03 1.04 1.05 1.06 1.07 1.08 1.09 1.10 1.11 1.12 2 Mall at Smith Haven, LLC 3 Tishman Speyer U.S. Office, Inc. 4 PREIT Associates LP 5 Charles Ishav 6 CenterPoint James Fielding LLC 6.01 6.02 6.03 6.04 6.05 6.06 6.07 6.08 6.09 6.10 6.11 6.12 6.13 6.14 6.15 6.16 6.17 6.18 6.19 6.20 6.21 6.22 6.23 7 Millennium CAF II LLC 7.01 7.02 7.03 7.04 7.05 7 Brian C. Wood 8 Brian C. Wood 8.01 8.02 8.03 8.04 8.05 8.06 8.07 8.08 9 Brian C. Wood 10 Brian C. Wood 11 C.W. Smith and H. Lee Curry 11.01 11.02 11.03 11.04 11.05 12 Taeib Rashidmanesh & Mehdi Harandi 13 Kevin A. Shields 14 Lisa Swanbeck-Johnson, D. Michael Bashaw, Rodney Olson and Gordon Sondland 15 DD Investment Partners II, LP 16 CWS Apartment Homes, LLC 17 StratReal 18 Philip Pilevsky 19 David M. Harvey 20 D. Michael Bashaw, Rodney Olson, and Gordon Sondland 21 Jan Burman 22 James J. Houlihan, Howard Parnes 22.01 22.02 23 Lamar Western L.P. 24 William R. Rothacker 25 Ronald A. Weiss and Jocelyn R. Weiss, Kayne Lim and Linda S. Lim, Surrendra Gokel and Savita Gokel, Robert J. Heil and Rosemary E. Heil, Robert Scanlan, N. Thomson Bard, Jr., Todd M. Gooding, Sol Rabin 26 Dean F. Morehouse and Kenneth H. Michael 27 MB Pittsburg Bridgeside DST, Inland Western Retail Real Estate Trust, Inc., Minto Builders (Florida), Inc. 28 35/CWD Centrury South K/C, LTD. 29 U.S. Advisor, LLC 30 Douglas T. Mergenthaler 31 Joseph Scher, Mark S. Scher, and Scott K. Young 31.01 31.02 32 Rexford Industrial Find III, LLC 33 M&J Wilkow, Ltd. 34 Michael Towbes Construction & Development, Inc. 35 John M. Wilson 36 Direct Invest, L.L.C. 37 Chisholm/Bass Round Rock K/C, LTD. 38 Brandywine Partners, L.P. 39 James E. Grier, G. Peter Bidstrup 40 James M. Schwerkoske 40.01 40.02 40.03 40.04 40.05 41 Robert D. Scanlan, Todd M. Gooding, Nicholas Thomson Bard, Jr. and Peter W. Stott 42 Scott P. Sealy 43 Michael S. Gallegos 44 Joel M. Kronfeld, Melvin O. Wroten, Jr. 45 Mr. Barry Mandel 46 William A Meyer, Daniel Sirlin, and Jeff Krinsky 47 Frederic A. Tomarchio 48 Mark Kanter 49 Rubin Schron 50 Joseph Donnolo and Angela Donnolo 51 Bruce I. Ash, James C. Fissell 52 Joseph Daneshgar, Jamshid Hekmat, Shirin Hekmat, Farshid Hekmat, and Farah Hekmat 53 Frank Proscia and Stuart B. Goldman 54 David Waldman and B. Lance Sauerteig 55 Louis Karger and Jeffery C. O'Neill 56 Nancy Ko, Robert Ko 57 Gregory F. Perlman, GH Capital, LLC 57.01 57.02 58 Ocean Industries, Inc. 59 Robert D. Champion 60 MB Sugar Land Gillingham Limited Partnership, Minto Builders (Florida), Inc. 61 Sukhwinder S. Bharij 62 Darwin R. Datwyler; Eleanor Datwyer; and The Darwin R. Datwyer and Eleanor Datwyer Declaration of Trust, dated March 31, 1975 63 Robert D. Goldman 64 Michael Epstein 65 Ralph J. Robbins, Sheldon A. Ashman, Allen L. Shechtman 66 Edward B. Kislinger, Eric M. Waterman 67 Paul Rajewski, David Balfour 68 Arkan F. Jonna 69 Derrick Christy, J. Greg Allen 70 Howard Parnes and James J. Houlihan 71 Jerry Wise, Ronald Harris, and Mark J. Weinstein 71.01 71.02 72 Stuart Falkin and Albert P. Platnick 73 Danny Pakravan, Saeed Kohanoff, Behnaz Pakravan, and Roya Satbani 74 Sunburst Hospitality Corporation 75 Rick A. Butler 76 Russel S. Bernard 77 Lawrence A. Shapin 78 J. Herbert Fisher, Jr. 79 Joseph Scher, Mark S. Scher and Scott K. Young 79.01 79.02 80 ZVI Feiner, Issac J. Weiss 81 R.Clayton Emory, William B. Rinnier,SR. 82 Roger Conrad, Ella Conrad, Barry Bhangoo, Kiranjeet Bhangoo 83 Eliezer Benbassat, Ron Benbassat, Gil Benbassat, and Miriam Benbassat 84 Rubin Schron 85 Gyora Peer, Nirit Peer 86 Leo Solomon Yunatanov 87 Stuart Gilbert 88 James R. Hopper, Robert C. Boyce, Gerrie Leeds, Roger O'Malley, Harley C. Payne, Rufat Ragimov, Brenda B. Read, Jaime Tate 88.01 88.02 88.03 88.04 88.05 89 Jeff McGuire, James R. Chiamulon, David Azouz, and Frank Anesi 90 Eugene C. Curran, Jr. 91 Jeffrey Gunter, Johanna Gunter 92 Richard H. Wiens 93 Eliezer Benbassat, Ron Benbassat, Gil Benbassat, and Miriam Benbassat 94 William R. Dixon and Mark Grotewohl 94.01 94.02 95 Steven M. Leoni and Jonathan D. Leoni 96 Michael L. Cook 97 Robert Hanasab and Saman Mostadim 98 First Winthrop Corporation 99 Kinsley Equities III, L.P. and MacKenzie Properties, Inc. 100 Anthony Ferlito, Robert Shaya, The Trust Created by that Certain Anthony J. Ferlito Trust Agreement Dated May 7, 1998 101 Edward B. Leinbach 102 Jerry D. Saxton 103 Adam Bachand, Corey Bachand 104 Celestino Venturi 105 Robert Gibbs 106 Ank Enterprises, Inc., Matthew T. Kornmeier, and Stephen A. Kornmeier 107 Warren Akop 108 Balakrishna Sundar 109 Herbert D. Weitzman 110 Sunburst Hospitality Corporation 111 Paul Reisman and Steven Reisman 112 J.B. Davies 113 John C. White 114 Rodney D. Noble, Philip A. Cargino 115 Charles T. Adkins 116 Abraham Rosenblum, Chiam Z. Mayer and Usher Steinmetz 117 Miriam Zlotolow 118 Michael W. Fedderly 119 John A. Henry & Co., Ltd. 120 John E. Imbus, John C. Imbus, Jr. 121 Robert A. Kinsley, Anne W. Kinsley 122 Jeffrey Fish 123 Paola Turnier 124 Tom E. Hallett, Tonya Hallett 125 James Copeland, Thomas Copeland 126 Abdul Sattar Abbasi, Robert Abassi 127 Paul B. Reisman and Steven M. Reisman 128 Gary S. Kading, Mark Stevens, and Bernard Brown, Jr. 129 Richard H. Wiens 130 James R. Hopper, Robert C. Boyce, Gerrie Leeds, Roger O'Malley, Harley C. Payne, Rufat Ragimov, Brenda B. Read, Jaime Tate 130.01 130.02 130.03 130.04 131 Gregory F. Perlman, GH Capital, LLC 132 Eric C. Smyth, John R. Saunders 133 Jeff Norris, Lee Norris, and Steve Beck 134 Richard C. Barrett, Virginia L. Barrett 135 Charles T. Adkins 136 Scott W. Boyers, Virtexco Corporation 137 Lawrence Deovelet, Phyllis Deovelet 138 Tom E. Hallett, Tonya Hallett 139 Herbert D. Weitzman 140 Lawrence Goodman 141 Charles T. Adkins 142 Gary J. Wehrley, Elaine V. Dobbertin 143 John Riser, Dragi Stojanovski 145 Gregory F. Perlman, GH Capital, LLC 146 Thor Brookwood McKinney Corp. 147 Daniel Wells 148 Carl E. Dallmeyer, Kelly J. Rodgers 149 Tom E. Hallett, Tonya Hallett 150 Stephen R. Carmichael, Corbett W. Wright, Joseph Bruce Nicholson, W. John Nicholson 151 Rami E. Geffner, Patricia Tager 152 Mitchel Maidman and Gregory Maidman 153 Northview Concourse SC, Ltd. 154 Jonathan A. Roth, Robert J. Roth, Gary L. Ackerman 155 Sassan Moghadam 156 Mitchel Maidman and Gregory Maidman 157 GH Capital, LLC 158 Manmohan P. Khanna and Nalini K. Khanna 159 Carl E. Dallmeyer, Kelly J. Rodgers 160 Mitchel Maidman and Gregory Maidman 161 Steve L. Harrington, Tammi M. Harrington, Andrew L. Ersek, Marion A. Ersek 162 Jay R. Peifer, Irvin H. Peifer 163 Todd Epsten 164 Scott Callaway, Benjamin Sonstein Sequence # Lockbox (Y/N) Lockbox In-place - -------------------------------------------------------------- 1 Yes Yes 1.01 1.02 1.03 1.04 1.05 1.06 1.07 1.08 1.09 1.10 1.11 1.12 3 Yes Yes 5 Yes Yes 6 Yes Yes 6.01 6.02 6.03 6.04 6.05 6.06 6.07 6.08 6.09 6.10 6.11 6.12 6.13 6.14 6.15 6.16 6.17 6.18 6.19 6.20 6.21 6.22 6.23 12 No No 13 Yes Yes 15 No No 19 No No 21 Yes Yes 32 No No 34 No No 39 No No 40 No No 40.01 40.02 40.03 40.04 40.05 41 Yes Yes 42 Yes Yes 45 No No 57 No No 57.01 57.02 58 No No 59 Yes Yes 63 No No 66 Yes Yes 67 No No 68 No No 69 No No 74 Yes No 75 No No 77 No No 81 No No 82 No No 84 No No 85 No No 86 No No 90 Yes Yes 91 Yes Yes 94 Yes Yes 94.01 94.02 96 No No 100 No No 103 No No 105 No No 110 Yes No 112 No No 114 No No 115 No No 117 No No 118 No No 119 Yes Yes 120 No No 121 No No 123 No No 124 No No 126 No No 131 No No 132 No No 133 No No 134 Yes Yes 135 No No 136 No No 137 No No 138 No No 140 No No 141 No No 142 No No 143 No No 145 No No 146 No No 147 No No 148 No No 149 No No 150 No No 151 No No 153 No No 157 No No 159 No No 162 No No 164 No No Master Primary Trustee & Servicing Servicing Paying Sequence # Fee Rate Fee Rate Agent Fee - ---------------------------------------------------------------------- 1 0.010000 0.010000 0.000700 1.01 1.02 1.03 1.04 1.05 1.06 1.07 1.08 1.09 1.10 1.11 1.12 3 0.010000 0.010000 0.000700 5 0.010000 0.010000 0.000700 6 0.010000 0.010000 0.000700 6.01 6.02 6.03 6.04 6.05 6.06 6.07 6.08 6.09 6.10 6.11 6.12 6.13 6.14 6.15 6.16 6.17 6.18 6.19 6.20 6.21 6.22 6.23 12 0.010000 0.010000 0.000700 13 0.010000 0.010000 0.000700 15 0.010000 0.010000 0.000700 19 0.010000 0.010000 0.000700 21 0.010000 0.010000 0.000700 32 0.010000 0.010000 0.000700 34 0.010000 0.010000 0.000700 39 0.010000 0.010000 0.000700 40 0.010000 0.010000 0.000700 40.01 40.02 40.03 40.04 40.05 41 0.010000 0.010000 0.000700 42 0.010000 0.000700 45 0.010000 0.010000 0.000700 57 0.010000 0.010000 0.000700 57.01 57.02 58 0.010000 0.010000 0.000700 59 0.010000 0.010000 0.000700 63 0.010000 0.010000 0.000700 66 0.010000 0.010000 0.000700 67 0.010000 0.010000 0.000700 68 0.010000 0.010000 0.000700 69 0.010000 0.010000 0.000700 74 0.010000 0.010000 0.000700 75 0.010000 0.010000 0.000700 77 0.010000 0.010000 0.000700 81 0.010000 0.000700 82 0.010000 0.010000 0.000700 84 0.010000 0.010000 0.000700 85 0.010000 0.010000 0.000700 86 0.010000 0.010000 0.000700 90 0.010000 0.000700 91 0.010000 0.010000 0.000700 94 0.010000 0.010000 0.000700 94.01 94.02 96 0.010000 0.010000 0.000700 100 0.010000 0.010000 0.000700 103 0.010000 0.000700 105 0.010000 0.010000 0.000700 110 0.010000 0.010000 0.000700 112 0.010000 0.010000 0.000700 114 0.010000 0.010000 0.000700 115 0.010000 0.010000 0.000700 117 0.010000 0.010000 0.000700 118 0.010000 0.010000 0.000700 119 0.010000 0.010000 0.000700 120 0.010000 0.010000 0.000700 121 0.010000 0.000700 123 0.010000 0.010000 0.000700 124 0.010000 0.010000 0.000700 126 0.010000 0.010000 0.000700 131 0.010000 0.010000 0.000700 132 0.010000 0.010000 0.000700 133 0.010000 0.010000 0.000700 134 0.010000 0.010000 0.000700 135 0.010000 0.010000 0.000700 136 0.010000 0.010000 0.000700 137 0.010000 0.010000 0.000700 138 0.010000 0.010000 0.000700 140 0.010000 0.010000 0.000700 141 0.010000 0.010000 0.000700 142 0.010000 0.010000 0.000700 143 0.010000 0.010000 0.000700 145 0.010000 0.010000 0.000700 146 0.010000 0.000700 147 0.010000 0.010000 0.000700 148 0.010000 0.010000 0.000700 149 0.010000 0.010000 0.000700 150 0.010000 0.010000 0.000700 151 0.010000 0.000700 153 0.010000 0.010000 0.000700 157 0.010000 0.010000 0.000700 159 0.010000 0.010000 0.000700 162 0.010000 0.010000 0.000700 164 0.010000 0.010000 0.000700 Net Mortgage Interest Servicing Loan Sequence # Subservicer Fee Admin. Fee Rate Fee Rate Group - ------------------------------------------------------------------------------------------------------------------------------------ 1 0.020700 5.607300 0.020000 1 1.01 1 1.02 1 1.03 1 1.04 1 1.05 1 1.06 1 1.07 1 1.08 1 1.09 1 1.10 1 1.11 1 1.12 1 3 0.020700 5.473300 0.020000 1 5 0.020700 5.619300 0.020000 1 6 0.020700 5.522300 0.020000 1 6.01 1 6.02 1 6.03 1 6.04 1 6.05 1 6.06 1 6.07 1 6.08 1 6.09 1 6.10 1 6.11 1 6.12 1 6.13 1 6.14 1 6.15 1 6.16 1 6.17 1 6.18 1 6.19 1 6.20 1 6.21 1 6.22 1 6.23 1 12 0.020700 5.646800 0.020000 1 13 0.020700 5.779300 0.020000 1 15 0.020700 5.265300 0.020000 1 19 0.020700 5.884300 0.020000 1 21 0.020700 5.809300 0.020000 1 32 0.020700 5.785300 0.020000 1 34 0.05000 0.070700 5.711800 0.070000 1 39 0.020700 5.659300 0.020000 1 40 0.05000 0.070700 5.622300 0.070000 1 40.01 1 40.02 1 40.03 1 40.04 1 40.05 1 41 0.05000 0.070700 5.524300 0.070000 1 42 0.05000 0.060700 5.709300 0.060000 1 45 0.020700 5.649300 0.020000 2 57 0.020700 5.879300 0.020000 2 57.01 2 57.02 2 58 0.020700 5.509300 0.020000 1 59 0.020700 5.979300 0.020000 1 63 0.05000 0.070700 5.434300 0.070000 1 66 0.020700 5.559300 0.020000 1 67 0.020700 5.759300 0.020000 2 68 0.05000 0.070700 5.569300 0.070000 1 69 0.020700 5.569300 0.020000 1 74 0.020700 5.861300 0.020000 1 75 0.05000 0.070700 6.289300 0.070000 1 77 0.020700 5.574300 0.020000 1 81 0.05000 0.060700 5.979300 0.060000 2 82 0.020700 5.569300 0.020000 1 84 0.020700 5.899300 0.020000 2 85 0.05000 0.070700 5.439300 0.070000 1 86 0.020700 5.459300 0.020000 2 90 0.10000 0.110700 5.529300 0.110000 2 91 0.020700 5.799300 0.020000 1 94 0.05000 0.070700 6.359300 0.070000 1 94.01 1 94.02 1 96 0.05000 0.070700 5.379300 0.070000 2 100 0.05000 0.070700 5.579300 0.070000 1 103 0.10000 0.110700 5.549300 0.110000 2 105 0.020700 5.839300 0.020000 1 110 0.020700 5.861300 0.020000 1 112 0.05000 0.070700 5.759300 0.070000 1 114 0.05000 0.070700 5.379300 0.070000 1 115 0.020700 5.499300 0.020000 1 117 0.020700 5.549300 0.020000 2 118 0.020700 5.829300 0.020000 1 119 0.05000 0.070700 5.399300 0.070000 1 120 0.020700 5.609300 0.020000 1 121 0.07000 0.080700 5.494300 0.080000 1 123 0.05000 0.070700 5.595300 0.070000 1 124 0.020700 5.739300 0.020000 1 126 0.020700 5.854300 0.020000 1 131 0.020700 5.879300 0.020000 2 132 0.020700 5.569300 0.020000 1 133 0.020700 5.789300 0.020000 1 134 0.020700 5.844300 0.020000 1 135 0.020700 5.499300 0.020000 1 136 0.05000 0.070700 5.409300 0.070000 2 137 0.020700 5.649300 0.020000 2 138 0.020700 5.739300 0.020000 1 140 0.02500 0.045700 5.667300 0.045000 1 141 0.020700 5.499300 0.020000 1 142 0.05000 0.070700 5.599300 0.070000 2 143 0.020700 5.799300 0.020000 1 145 0.020700 5.879300 0.020000 2 146 0.05000 0.060700 5.664300 0.060000 2 147 0.020700 5.734300 0.020000 2 148 0.020700 5.499300 0.020000 1 149 0.020700 5.729300 0.020000 1 150 0.05000 0.070700 5.759300 0.070000 1 151 0.08000 0.090700 5.844300 0.090000 1 153 0.05000 0.070700 5.709300 0.070000 1 157 0.020700 5.879300 0.020000 2 159 0.020700 5.549300 0.020000 1 162 0.020700 5.849300 0.020000 1 164 0.020700 6.829300 0.020000 1
EXHIBIT B MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES (1) No Mortgage Loan is 30 days or more delinquent in payment of principal and interest (without giving effect to any applicable grace period in the related Mortgage Note) and no Mortgage Loan has been 30 days or more (without giving effect to any applicable grace period in the related Mortgage Note) past due. (2) Except with respect to the ARD Loans, which provide that the rate at which interest accrues thereon increases after the Anticipated Repayment Date, the Mortgage Loans (exclusive of any default interest, late charges or prepayment premiums) are fixed rate mortgage loans with terms to maturity, at origination or as of the most recent modification, as set forth in the Mortgage Loan Schedule. (3) The information pertaining to each Mortgage Loan set forth on the Mortgage Loan Schedule is true and correct in all material respects as of the Cut-off Date. (4) At the time of the assignment of the Mortgage Loans to the Purchaser, the Seller had good and marketable title to and was the sole owner and holder of, each Mortgage Loan, free and clear of any pledge, lien, encumbrance or security interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain Servicing Rights Purchase Agreement, dated as of the date hereof between Master Servicer and Seller) and such assignment validly and effectively transfers and conveys all legal and beneficial ownership of the Mortgage Loans to the Purchaser free and clear of any pledge, lien, encumbrance or security interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain Servicing Rights Purchase Agreement, dated as of the Closing Date between Master Servicer and Seller). (5) In respect of each Mortgage Loan, (A) in reliance on public documents or certified copies of the incorporation or partnership or other entity documents, as applicable, delivered in connection with the origination of such Mortgage Loan, the related Mortgagor is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico and (B) as of the origination date, the Seller (based on customary due diligence) had no knowledge, and since the origination date, the Seller has no actual knowledge, that the related Mortgagor is a debtor in any bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or similar proceeding. (6) Each Mortgage Loan is secured by the related Mortgage which establishes and creates a valid and subsisting first priority lien on the related Mortgaged Property, or leasehold interest therein, comprising real estate, free and clear of any liens, claims, encumbrances, participation interests, pledges, charges or security interests subject only to Permitted Encumbrances. Such Mortgage, together with any separate security agreement, UCC Financing Statement or similar agreement, if any, establishes and creates a first priority security interest in favor of the Seller in all personal property owned by the Mortgagor that is used in, and is reasonably necessary to, the operation of the related Mortgaged Property and, to the extent a security interest may be created therein and perfected by the filing of a UCC Financing Statement under the Uniform Commercial Code as in effect in the relevant jurisdiction, the proceeds arising from the Mortgaged Property and other collateral securing such Mortgage Loan, subject only to Permitted Encumbrances. There exists with respect to such Mortgaged Property an assignment of leases and rents provision, either as part of the related Mortgage or as a separate document or instrument, which establishes and creates a first priority security interest in and to leases and rents arising in respect of the related Mortgaged Property, subject only to Permitted Encumbrances. Except for the holder of the 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 (a) Mortgaged Property secures any mortgage loan not represented on the Mortgage Loan Schedule other than a Companion Loan, (b) Mortgage Loan is cross-collateralized or cross-defaulted with any other mortgage loan, other than a Mortgage Loan listed on the Mortgage Loan Schedule or a Companion Loan, or (c) Mortgage Loan is secured by property that is not a Mortgaged Property. (7) The related Mortgagor under each Mortgage Loan has good and indefeasible fee simple or, with respect to those Mortgage Loans described in clause (20) hereof, leasehold title to the related Mortgaged Property comprising real estate subject to any Permitted Encumbrances. (8) The Seller has received an American Land Title Association (ALTA) lender's title insurance policy or a comparable form of lender's title insurance policy (or escrow instructions binding on the Title Insurer (as defined below) and irrevocably obligating the Title Insurer to issue such title insurance policy or a title policy commitment or pro-forma "marked up" at the closing of the related Mortgage Loan and countersigned 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. (9) The related Assignment of Mortgage and the related assignment of the Assignment of Leases and Rents executed in connection with each Mortgage, if any, have been recorded in the applicable jurisdiction (or, if not recorded, have been submitted for recording or are in recordable form (but for the insertion of the name and address of the assignee and any related recording information which is not yet available to the Seller)) and constitute the legal, valid and binding assignment of such Mortgage and the related Assignment of Leases and Rents from the Seller to the Purchaser. The endorsement of the related Mortgage Note by the Seller constitutes the legal, valid, binding and enforceable (except as such enforcement may be limited by anti-deficiency laws or bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law)) assignment of such Mortgage Note, and together with such Assignment of Mortgage and the related assignment of Assignment of Leases and Rents, legally and validly conveys all right, title and interest in such Mortgage Loan and Mortgage Loan documents to the Purchaser. (10) (a) The Mortgage Loan documents for each Mortgage Loan provide that such Mortgage Loan is non-recourse to the related parties thereto except that the related Mortgagor and at least one individual or entity shall be fully liable for actual losses, liabilities, costs and damages arising from certain acts of the related Mortgagor and/or its principals specified in the related Mortgage Loan documents, which acts generally include the following: (i) fraud or intentional misrepresentation, (ii) misapplication or misappropriation of rents, insurance proceeds or condemnation awards, (iii) either (i) any act of actual waste or (ii) damage or destruction to the Mortgaged Property caused by the acts or omissions of the borrower, its agents, employees or contractors, and (iv) any breach of the environmental covenants contained in the related Mortgage Loan documents. (b) The Mortgage Loan documents for each Mortgage Loan contain enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, non judicial foreclosure, and there is no exemption available to the related Mortgagor which would interfere with such right of foreclosure except any statutory right of redemption or as may be limited by anti-deficiency or one form of action laws or by bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). (c) Each of the related Mortgage Notes and Mortgages are the legal, valid and binding obligations of the related Mortgagor named on the Mortgage Loan Schedule and each of the other related Mortgage Loan documents is the legal, valid and binding obligation of the parties thereto (subject to any non recourse provisions therein), enforceable in accordance with its terms, except as such enforcement may be limited by anti-deficiency or one form of action laws or bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and except that certain provisions of such Mortgage Loan documents are or may be unenforceable in whole or in part under applicable state or federal laws, but the inclusion of such provisions does not render any of the Mortgage Loan documents invalid as a whole, and such Mortgage Loan documents taken as a whole are enforceable to the extent necessary and customary for the practical realization of the principal rights and benefits afforded thereby. (d) The terms of the Mortgage Loans or the related Mortgage Loan documents, have not been altered, impaired, modified or waived in any material respect, except prior to the Cut-off Date by written instrument duly submitted for recordation, to the extent required, and as specifically set forth in the related Mortgage File. (e) With respect to each Mortgage which is a deed of trust, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with applicable law, and no fees or expenses are or will become payable to the trustee under the deed of trust, except in connection with a trustee's sale after default by the Mortgagor other than de minimis fees paid in connection with the release of the related Mortgaged Property or related security for such Mortgage Loan following payment of such Mortgage Loan in full. (11) No Mortgage Loan has been satisfied, canceled, subordinated, released or rescinded, in whole or in part, and the related Mortgagor has not been released, in whole or in part, from its obligations under any related Mortgage Loan document. (12) Except with respect to the enforceability of any provisions requiring the payment of default interest, late fees, additional interest, prepayment premiums or yield maintenance charges, neither the Mortgage Loan nor any of the related Mortgage Loan documents is subject to any right of rescission, set off, abatement, diminution, valid counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of any such Mortgage Loan documents, or the exercise (in compliance with procedures permitted under applicable law) of any right thereunder, render any Mortgage Loan documents subject to any right of rescission, set off, abatement, diminution, valid counterclaim or defense, including the defense of usury (subject to anti-deficiency or one form of action laws and to bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditor's rights generally and 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, giving effect to any applicable notice and/or grace period, and, to the Seller's knowledge, as of the Closing Date, there is no other material default under any of the related Mortgage Loan documents, giving effect to any applicable notice and/or grace period; no such material default or breach has been waived by the Seller or on its behalf or, to the Seller's knowledge, by the Seller's predecessors in interest with respect to the Mortgage Loans; and, to the Seller's actual knowledge, no event has occurred which, with the passing of time or giving of notice would constitute a material default or breach; provided, however, that the representations and warranties set forth in this sentence do not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of any subject matter otherwise covered by any other representation or warranty made by the Seller in this Exhibit B. No Mortgage Loan has been accelerated and no foreclosure or power of sale proceeding has been initiated in respect of the related Mortgage. The Seller has not waived any material claims against the related Mortgagor under any non-recourse exceptions contained in the Mortgage Note. (14) (a) The principal amount of the Mortgage Loan stated on the Mortgage Loan Schedule has been fully disbursed as of the Closing Date (except for certain amounts that were fully disbursed by the mortgagee, but were escrowed pursuant to the terms of the related Mortgage Loan documents) and there are no future advances required to be made by the mortgagee under any of the related Mortgage Loan documents. Any requirements under the related Mortgage Loan documents regarding the completion of any on-site or off-site improvements and to disbursements of any escrow funds therefor have been or are being complied with or such escrow funds are still being held. The value of the Mortgaged Property relative to the value reflected in the most recent appraisal thereof is not materially impaired by any improvements which have not been completed. The Seller has not, nor, to the Seller's knowledge, have any of its agents or predecessors in interest with respect to the Mortgage Loan, in respect of payments due on the related Mortgage Note or Mortgage, directly or indirectly, advanced funds or induced, solicited or knowingly received any advance of funds by a party other than the Mortgagor other than (a) interest accruing on such Mortgage Loan from the date of such disbursement of such Mortgage Loan to the date which preceded by thirty (30) days the first payment date under the related Mortgage Note and (b) application and commitment fees, escrow funds, points and reimbursements for fees and expenses, incurred in connection with the origination and funding of the Mortgage Loan. (b) No Mortgage Loan has capitalized interest included in its principal balance, or provides for any shared appreciation rights or other equity participation therein and no contingent or additional interest contingent on cash flow or negative amortization (other than with respect to the deferment of payment with respect to ARD Loans) is due thereon. (c) Each Mortgage Loan identified in the Mortgage Loan Schedule as an ARD Loan starts to amortize no later than the Due Date of the calendar month immediately after the calendar month in which such ARD Loan closed and substantially fully amortizes over its stated term, which term is at least 60 months after the related Anticipated Repayment Date. Each ARD Loan has an Anticipated Repayment Date not less than seven years following the origination of such Mortgage Loan. If the related Mortgagor elects not to prepay its ARD Loan in full on or prior to the Anticipated Repayment Date pursuant to the existing terms of the Mortgage Loan or a unilateral option (as defined in Treasury Regulations under Section 1001 of the Code) in the Mortgage Loan exercisable during the term of the Mortgage Loan, (i) the Mortgage Loan's interest rate will step up to an interest rate per annum as specified in the related Mortgage Loan documents; provided, however, that payment of such Excess Interest shall be deferred until the principal of such ARD Loan has been paid in full; (ii) all or a substantial portion of the Excess Cash Flow (which is net of certain costs associated with owning, managing and operating the related Mortgaged Property) collected after the Anticipated Repayment Date shall be applied towards the prepayment of such ARD Loan and once the principal balance of an ARD Loan has been reduced to zero all Excess Cash Flow will be applied to the payment of accrued Excess Interest; and (iii) if the property manager for the related Mortgaged Property can be removed by or at the direction of the mortgagee on the basis of a debt service coverage test, the subject debt service coverage ratio shall be calculated without taking account of any increase in the related Mortgage Interest Rate on such Mortgage Loan's Anticipated Repayment Date. No ARD Loan provides that the property manager for the related Mortgaged Property can be removed by or at the direction of the mortgagee solely because of the passage of the related Anticipated Repayment Date. (d) Each Mortgage Loan identified in the Mortgage Loan Schedule as an ARD Loan with a hard lockbox requires that tenants at the related Mortgaged Property shall (and each Mortgage Loan identified in the Mortgage Loan Schedule as an ARD Loan with a springing lockbox requires that tenants at the related Mortgaged Property shall, upon the occurrence of a specified trigger event, including, but not limited to, the occurrence of the related Anticipated Repayment Date) make rent payments into a lockbox controlled by the holder of the Mortgage Loan and to which the holder of the Mortgage Loan has a first perfected security interest; provided, however, with respect to each ARD Loan which is secured by a multi-family property with a hard lockbox, or with respect to each ARD Loan which is secured by a multi-family property with a springing lockbox, upon the occurrence of a specified trigger event, including, but not limited to, the occurrence of the related Anticipated Repayment Date, tenants either pay rents to a lockbox controlled by the holder of the Mortgage Loan or deposit rents with the property manager who will then deposit the rents into a lockbox controlled by the holder of the Mortgage Loan. (15) The terms of the Mortgage Loan documents evidencing such Mortgage Loan comply in all material respects with all applicable local, state and federal laws and regulations, and the Seller has complied with all material requirements pertaining to the origination of the Mortgage Loans, including but not limited to, usury and any and all other material requirements of any federal, state or local law to the extent non-compliance would have a material adverse effect on the Mortgage Loan. (16) To the Seller's knowledge and subject to clause (37) hereof, as of the date of origination of the Mortgage Loan, based on inquiry customary in the industry, the related Mortgaged Property was, and to the Seller's actual knowledge and subject to clause (37) hereof, as of the Closing Date, the related Mortgaged Property is, in all material respects, in compliance with, and is used and occupied in accordance with, all restrictive covenants of record applicable to such Mortgaged Property and applicable zoning laws and all inspections, licenses, permits and certificates of occupancy required by law, ordinance or regulation to be made or issued with regard to the Mortgaged Property have been obtained and are in full force and effect, except to the extent (a) any material non-compliance with all restrictive covenants of record applicable to such Mortgaged Property or applicable zoning laws is insured by an ALTA lender's title insurance policy (or binding commitment therefor), or the equivalent as adopted in the applicable jurisdiction, or a law and ordinance insurance policy, or (b) the failure to obtain or maintain such inspections, licenses, permits or certificates of occupancy does not materially impair or materially and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination of the Mortgage Loan or the rights of a holder of the related Mortgage Loan. (17) All (a) taxes, water charges, sewer rents, assessments or other similar outstanding governmental charges and governmental assessments which became due and owing prior to the Closing Date in respect of the related Mortgaged Property (excluding any related personal property), and if left unpaid, would be, or might become, a lien on such Mortgaged Property having priority over the related Mortgage and (b) insurance premiums or ground rents which became due and owing prior to the Closing Date in respect of the related Mortgaged Property (excluding any related personal property), have been paid, or if disputed, or if such amounts are not delinquent prior to the Closing Date, an escrow of funds in an amount sufficient (together with escrow payments required to be made prior to delinquency) to cover such taxes and assessments and any late charges due in connection therewith has been established. As of the date of origination, the related Mortgaged Property was one or more separate and complete tax parcels. For purposes of this representation and warranty, the items identified herein shall not be considered due and owing until the date on which interest or penalties would be first payable thereon. (18) To the Seller's knowledge based on surveys or the Title Insurance Policy, (i) none of the 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, enjoyment, value or marketability of such Mortgaged Property or (b) encroachments affirmatively covered by the related Title Insurance Policy. With respect to each Mortgage Loan, the property legally described in the survey, if any, obtained for the related Mortgaged Property for purposes of the origination thereof is the same as the property legally described in the Mortgage. (19) (a) As of the date of the applicable engineering report (which was performed within 12 months prior to the Cut-off Date) related to the Mortgaged Property and, to Seller's knowledge as of the Closing Date, the related Mortgaged Property is either (i) in good repair, free and clear of any damage that would materially adversely affect the value of such Mortgaged Property as security for such Mortgage Loan or the use and operation of the Mortgaged Property as it was being used or operated as of the origination date or (ii) escrows in an amount consistent with the standard utilized by the Seller with respect to similar loans it holds for its own account have been established, which escrows will in all events be not less than 100% of the estimated cost of the required repairs. Since the origination date, to the Seller's actual knowledge, such Mortgaged Property has not been damaged by fire, wind or other casualty or physical condition (including, without limitation, any soil erosion or subsidence or geological condition), which damage has not been fully repaired or fully insured, or for which escrows in an amount consistent with the standard utilized by the Seller with respect to loans it holds for its own account have not been established. (b) As of the origination date of such Mortgage Loan and to the Seller's actual knowledge, as of the Closing Date, there are no proceedings pending or, to the Seller's actual knowledge, threatened, for the partial or total condemnation of the relevant Mortgaged Property. (20) The Mortgage Loans that are identified on Exhibit A as being secured in whole or in part by a leasehold estate (a "Ground Lease") (except with respect to any Mortgage Loan also secured by the related fee interest in the Mortgaged Property) satisfy the following conditions: (a) such Ground Lease or a memorandum thereof has been or will be duly recorded; such Ground Lease or other agreement received by the originator of the Mortgage Loan from the ground lessor, provides that the interest of the lessee thereunder may be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns, in a manner that would materially and adversely affect the security provided by the Mortgage; as of the date of origination of the Mortgage Loan, there was no material change of record in the terms of such Ground Lease or other agreement 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 or other agreement 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 or other agreement is, and shall remain, prior to any mortgage or other lien upon the related fee interest (other than the Permitted Encumbrances) unless a nondisturbance agreement is obtained from the holder of any mortgage on the fee interest which is assignable to or for the benefit of the related lessee and the related mortgagee; (c) such Ground Lease or other agreement 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 in existence as of the Closing Date, under such Ground Lease, nor at origination was, or to the Seller's knowledge, is there any condition which, but for the passage of time or the giving of notice, would result in a default under the terms of such Ground Lease; either such Ground Lease or a separate agreement contains the ground lessor's covenant that it shall not amend, modify, cancel or terminate such Ground Lease without the prior written consent of the mortgagee under such Mortgage and any amendment, modification, cancellation or termination of the Ground Lease without the prior written consent of the related mortgagee, or its successors or assigns is not binding on such mortgagee, or its successor or assigns; (e) such Ground Lease or other agreement requires the lessor thereunder to give written notice of any material default by the lessee to the mortgagee under the related Mortgage, provided that such mortgagee has provided the lessor with notice of its lien in accordance with the provisions of such Ground Lease; and such Ground Lease or other agreement provides that no such notice of default and no termination of the Ground Lease in connection with such notice of default shall be effective against such mortgagee unless such notice of default has been given to such mortgagee and any related Ground Lease or other agreement contains the ground lessor's covenant that it will give to the related mortgagee, or its successors or assigns, any notices it sends to the Mortgagor; (f) either (i) the related ground lessor has subordinated its interest in the related Mortgaged Property to the interest of the holder of the Mortgage Loan or (ii) such Ground Lease or other agreement provides that (A) the mortgagee under the related Mortgage is permitted a reasonable opportunity to cure any default under such Ground Lease which is curable, including reasonable time to gain possession of the interest of the lessee under the Ground Lease, after the receipt of notice of any such default before the lessor thereunder may terminate such Ground Lease; (B) in the case of any such default which is not curable by such mortgagee, or in the event of the bankruptcy or insolvency of the lessee under such Ground Lease, such mortgagee has the right, following termination of the existing Ground Lease or rejection thereof by a bankruptcy trustee or similar party, to enter into a new ground lease with the lessor on substantially the same terms as the existing Ground Lease; and (C) all rights of the Mortgagor under such Ground Lease (insofar as it relates to the Ground Lease) may be exercised by or on behalf of such mortgagee under the related Mortgage upon foreclosure or assignment in lieu of foreclosure; (g) such Ground Lease has an original term (or an original term plus one or more optional renewal terms that under all circumstances may be exercised, and will be enforceable, by the mortgagee or its assignee) which extends not less than 20 years beyond the stated maturity date of the related Mortgage Loan; (h) under the terms of such Ground Lease and the related Mortgage, taken together, any related insurance proceeds will be applied either to the repair or restoration of all or part of the related Mortgaged Property, with the mortgagee under such Mortgage or a financially responsible institution acting as trustee appointed by it, or consented to by it, or by the lessor having the right to hold and disburse such proceeds as the repair or restoration progresses (except in such cases where a provision entitling another party to hold and disburse such proceeds would not be viewed as commercially unreasonable by a prudent commercial mortgage lender), or to the payment in whole or in part of the outstanding principal balance of such Mortgage Loan together with any accrued and unpaid interest thereon; and (i) such Ground Lease does not impose any restrictions on subletting which would be viewed as commercially unreasonable by the Seller; such Ground Lease contains a covenant (or applicable laws provide) that the lessor thereunder is not permitted, in the absence of an uncured default, to disturb the possession, interest or quiet enjoyment of any lessee in the relevant portion of such Mortgaged Property subject to such Ground Lease for any reason, or in any manner, which would materially adversely affect the security provided by the related Mortgage. (21) (a) Except for those Mortgage Loans set forth on Schedule I hereto for which a lender's environmental insurance policy was obtained in lieu of an Environmental Site Assessment, an Environmental Site Assessment relating to each Mortgaged Property and prepared no earlier than 12 months prior to the Closing Date was obtained and reviewed by the Seller in connection with the origination of such Mortgage Loan and a copy is included in the Servicing File. (b) Such Environmental Site Assessment does not identify, and the Seller has no actual knowledge of, any adverse circumstances or conditions with respect to or affecting the Mortgaged Property that would constitute or result in a material violation of any Environmental Laws, other than with respect to a Mortgaged Property (i) for which environmental insurance (as set forth on Schedule II hereto) is maintained, or (ii) which would require any expenditure greater than 5% of the outstanding principal balance of such Mortgage Loan to achieve or maintain compliance in all material respects with any Environmental Laws for which adequate sums, but in no event less than 125% of the estimated cost as set forth in the Environmental Site Assessment, were reserved in connection with the origination of the Mortgage Loan and for which the related Mortgagor has covenanted to perform, or (iii) as to which the related Mortgagor or one of its affiliates is currently taking or required to take such actions, if any, with respect to such conditions or circumstances as have been recommended by the Environmental Site Assessment or required by the applicable governmental authority, or (iv) as to which another responsible party not related to the Mortgagor with assets reasonably estimated by the Seller at the time of origination to be sufficient to effect all necessary or required remediation identified in a notice or other action from the applicable governmental authority is currently taking or required to take such actions, if any, with respect to such regulatory authority's order or directive, or (v) as to which such conditions or circumstances identified in the Environmental Site Assessment were investigated further and based upon such additional investigation, an environmental consultant recommended no further investigation or remediation, or (vi) as to which a party with financial resources reasonably estimated to be adequate to cure the condition or circumstance provided a guaranty or indemnity to the related Mortgagor or to the mortgagee to cover the costs of any required investigation, testing, monitoring or remediation, or (vii) as to which the related Mortgagor or other responsible party obtained a "No Further Action" letter or other evidence reasonably acceptable to a prudent commercial mortgage lender that applicable federal, state, or local governmental authorities had no current intention of taking any action, and are not requiring any action, in respect of such condition or circumstance, or (viii) which would not require substantial cleanup, remedial action or other extraordinary response under any Environmental Laws reasonably estimated to cost in excess of 5% of the outstanding principal balance of such Mortgage Loan. (c) To the Seller's actual knowledge and in reliance upon the Environmental Site Assessment, except for any Hazardous Materials being handled in accordance with applicable Environmental Laws and except for any Hazardous Materials present at such Mortgaged Property for which, to the extent that an Environmental Site Assessment recommends remediation or other action, (A) there exists either (i) environmental insurance with respect to such Mortgaged Property (as set forth on Schedule II hereto) or (ii) an amount in an escrow account pledged as security for such Mortgage Loan under the relevant Mortgage Loan documents equal to no less than 125% of the amount estimated in such Environmental Site Assessment as sufficient to pay the cost of such remediation or other action in accordance with such Environmental Site Assessment or (B) one of the statements set forth in clause (b) above is true, (1) such Mortgaged Property is not being used for the treatment or disposal of Hazardous Materials; (2) no Hazardous Materials are being used or stored or generated for off-site disposal or otherwise present at such Mortgaged Property other than Hazardous Materials of such types and in such quantities as are customarily used or stored or generated for off-site disposal or otherwise present in or at properties of the relevant property type; and (3) such Mortgaged Property is not subject to any environmental hazard (including, without limitation, any situation involving Hazardous Materials) which under the Environmental Laws would have to be eliminated before the sale of, or which could otherwise reasonably be expected to adversely affect in more than a de minimis manner the value or marketability of, such Mortgaged Property. (d) The related Mortgage or other Mortgage Loan documents contain covenants on the part of the related Mortgagor requiring its compliance with any present or future federal, state and local Environmental Laws and regulations in connection with the Mortgaged Property. The related Mortgagor (or an affiliate thereof) has agreed to indemnify, defend and hold the Seller, and its successors and assigns, harmless from and against any and all losses, liabilities, damages, penalties, fines, expenses and claims of whatever kind or nature (including attorneys' fees and costs) imposed upon or incurred by or asserted against any such party resulting from a breach of the environmental representations, warranties or covenants given by the related Mortgagor in connection with such Mortgage Loan. (e) Each of the Mortgage Loans which is covered by a lender's environmental insurance policy obtained in lieu of an Environmental Site Assessment ("In Lieu of Policy") is identified on Schedule I, and each In Lieu of Policy is in an amount equal to 125% of the outstanding principal balance of the related Mortgage Loan and has a term ending no sooner than the date which is five years after the maturity date (or, in the case of an ARD Loan, the final maturity date) of the related Mortgage Loan. All environmental assessments or updates that were in the possession of the Seller and that relate to a Mortgaged Property identified on Schedule I as being insured by an In Lieu of Policy have been delivered to or disclosed to the In Lieu of Policy carrier issuing such policy prior to the issuance of such policy. (22) As of the date of origination of the related Mortgage Loan, and, as of the Closing Date, the Mortgaged Property is covered by insurance policies providing the coverage described below and the Mortgage Loan documents permit the mortgagee to require the coverage described below. All premiums with respect to the Insurance Policies insuring each Mortgaged Property have been paid in a timely manner or escrowed to the extent required by the Mortgage Loan documents, and the Seller has not received any notice of cancellation or termination. The relevant Servicing File contains the Insurance Policy required for such Mortgage Loan or a certificate of insurance for such Insurance Policy. Each Mortgage requires that the related Mortgaged Property and all improvements thereon are covered by Insurance Policies providing (a) coverage in the amount of the lesser of full replacement cost of such Mortgaged Property and the outstanding principal balance of the related Mortgage Loan (subject to customary deductibles) for fire and extended perils included within the classification "All Risk of Physical Loss" in an amount sufficient to prevent the Mortgagor from being deemed a co-insurer and to provide coverage on a full replacement cost basis of such Mortgaged Property (in some cases exclusive of foundations and footings) with an agreed amount endorsement to avoid application of any coinsurance provision; such policies contain a standard mortgage clause naming mortgagee and its successor in interest as additional insureds or loss payee, as applicable; (b) business interruption or rental loss insurance in an amount at least equal to (i) 12 months of operations or (ii) in some cases all rents and other amounts customarily insured under this type of insurance of the Mortgaged Property; (c) flood insurance (if any portion of the improvements on the Mortgaged Property is located in an area identified by the Federal Emergency Management Agency ("FEMA"), with respect to certain Mortgage Loans and the Secretary of Housing and Urban Development with respect to other Mortgage Loans, as having special flood hazards) in an amount not to exceed amounts prescribed by FEMA; (d) workers' compensation, if required by law; (e) comprehensive general liability insurance in an amount consistent with the standard utilized by the Seller with respect to loans it holds for its own account, but not less than $1 million; all such Insurance Policies contain clauses providing they are not terminable and may not be terminated without thirty (30) days prior written notice to the mortgagee (except where applicable law requires a shorter period or except for nonpayment of premiums, in which case not less than ten (10) days prior written notice to the mortgagee is required). In addition, each Mortgage permits the related mortgagee to make premium payments to prevent the cancellation thereof and shall entitle such mortgagee to reimbursement therefor. Any insurance proceeds in respect of a casualty loss or taking will be applied either to the repair or restoration of all or part of the related Mortgaged Property or the payment of the outstanding principal balance of the related Mortgage Loan together with any accrued interest thereon. The related Mortgaged Property is insured by an Insurance Policy, issued by an insurer meeting the requirements of such Mortgage Loan and having a claims-paying or financial strength rating of at least "A-:X" from A.M. Best Company or "A" (or the equivalent) from Standard & Poor's Ratings Services, Fitch, Inc. or Moody's Investors Service, Inc. An architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in order to evaluate the structural and seismic condition of such property, for the sole purpose of assessing the probable maximum loss ("PML") for the Mortgaged Property in the event of an earthquake. In such instance, the PML was based on a return period of not less than 100 years, an exposure period of 50 years and a 10% probability of exceedence. If the resulting report concluded that the PML would exceed 20% of the amount of the replacement costs of the improvements, earthquake insurance on such Mortgaged Property was obtained by an insurer rated at least "A-:X" by A.M. Best Company or "A" (or the equivalent) from Standard & Poor's Ratings Services, Fitch, Inc. or Moody's Investors Service, Inc. To the Seller's actual knowledge, the insurer issuing each of the foregoing insurance policies is qualified to write insurance in the jurisdiction where the related Mortgaged Property is located. (23) All amounts required to be deposited by each Mortgagor at origination under the related Mortgage Loan documents have been deposited or have been withheld from the related Mortgage Loan proceeds at origination and there are no deficiencies with regard thereto. (24) Whether or not a Mortgage Loan was originated by the Seller, to the Seller's knowledge, with respect to each Mortgage Loan originated by the Seller and each Mortgage Loan originated by any Person other than the Seller, as of the date of origination of the related Mortgage Loan, and, to the Seller's actual knowledge, with respect to each Mortgage Loan originated by the Seller and any subsequent holder of the Mortgage Loan, as of the Closing Date, there are no actions, suits, arbitrations or governmental investigations or proceedings by or before any court or other governmental authority or agency now pending against or affecting the Mortgagor under any Mortgage Loan or any of the Mortgaged Properties which, if determined against such Mortgagor or such Mortgaged Property, would materially and adversely affect the value of such Mortgaged Property, the security intended to be provided with respect to the related Mortgage Loan, or the ability of such Mortgagor and/or the current use of such Mortgaged Property to generate net cash flow to pay principal, interest and other amounts due under the related Mortgage Loan; and to the Seller's actual knowledge there are no such actions, suits or proceedings threatened against such Mortgagor. (25) The origination, 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, in the aggregate, 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 $15,000,000 included in the Trust Fund is an entity whose organizational documents or related Mortgage Loan documents provide that it is, and at least so long as the Mortgage Loan is outstanding will continue to be, a Single Purpose Entity. For this purpose, "Single Purpose Entity" shall mean a Person, other than an individual, whose organizational documents provide that it shall engage solely in the business of owning and operating the Mortgaged Property and which does not engage in any business unrelated to such property and the financing thereof, does not have any assets other than those related to its interest in the Mortgaged Property or the financing thereof or any indebtedness other than as permitted by the related Mortgage or the other Mortgage Loan documents, and the organizational documents of which require that it have its own separate books and records and its own accounts, in each case which are separate and apart from the books and records and accounts of any other Person. (31) The gross proceeds of each Mortgage Loan to the related Mortgagor at origination did not exceed the non-contingent principal amount of the Mortgage Loan and either: (a) such Mortgage Loan is secured by an interest in real property having a fair market value (i) at the date the Mortgage Loan was originated at least equal to 80% of the original principal balance of the Mortgage Loan or (ii) at the Closing Date at least equal to 80% of the original principal balance of the Mortgage Loan on such date; provided that for purposes hereof, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to the Mortgage Loan and (B) a proportionate amount of any lien that is in parity with the Mortgage Loan (unless such other lien secures a Mortgage Loan that is cross-collateralized with such Mortgage Loan, in which event the computation described in sub-clauses (a)(i) and (a)(ii) of this clause (31) shall be made on a pro rata basis in accordance with the fair market values of the Mortgaged Properties securing such cross-collateralized Mortgage Loan); or (b) substantially all the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such Mortgage Loan (other than a recourse feature or other third party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If the Mortgage Loan was "significantly modified" prior to the Closing Date so as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (a)(i) above (substituting the date of the last such modification for the date the Mortgage Loan was originated) or sub-clause (a)(ii), including the proviso thereto. The Mortgage Loan is a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code (but without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages). Any prepayment premium and yield maintenance charges applicable to the Mortgage Loan constitute "customary prepayment penalties" within the meaning of Treasury Regulations Section 1.860G-1(b)(2). (32) Each of the Mortgage Loans contain a "due on sale" clause, which provides for the acceleration of the payment of the unpaid principal balance of the Mortgage Loan if, without the prior written consent of the holder of the Mortgage Loan, the property subject to the Mortgage, or any controlling interest therein, is directly or indirectly transferred or sold (except that it may provide for transfers by devise, descent or operation of law upon the death of a member, manager, general partner or shareholder of a Mortgagor and that it may provide for assignments subject to the Mortgage Loan holder's approval of transferee, transfers to affiliates, transfers to family members for estate planning purposes, transfers among existing members, partners or shareholders in Mortgagors or transfers of passive interests so long as the key principals or general partner retains control). The Mortgage Loan documents contain a "due on encumbrance" clause, which provides for the acceleration of the payment of the unpaid principal balance of the Mortgage Loan if the property subject to the Mortgage or any controlling interest in the Mortgagor is further pledged or encumbered, unless the prior written consent of the holder of the Mortgage Loan is obtained (except that it may provide for assignments subject to the Mortgage Loan holder's approval of transferee, transfers to affiliates or transfers of passive interests so long as the key principals or general partner retains control). The Mortgage or Mortgage Note requires 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 (i) the replacement collateral consist of U.S. "government securities," within the meaning of Treasury Regulations Section 1.860 G-2(a)(8)(i), in an amount sufficient to make all scheduled payments under the Mortgage Note when due (up to the maturity date for the related Mortgage Loan, the Anticipated Repayment Date for ARD Loans or the date on which the Mortgagor may prepay the related Mortgage Loan without payment of any prepayment penalty); (ii) the loan may be assumed by a Single Purpose Entity approved by the holder of the Mortgage Loan; (iii) counsel provide an opinion that the trustee has a perfected security interest in such collateral prior to any other claim or interest; and (iv) such other documents and certifications as the mortgagee may reasonably require which may include, without limitation, (A) a certification that the purpose of the defeasance is to facilitate the disposition of the mortgaged real property or any other customary commercial transaction and not to be part of an arrangement to collateralize a REMIC offering with obligations that are not real estate mortgages and (B) a certification from an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the Mortgage Note when due. Each Mortgage Loan containing provisions for defeasance provides that, in addition to any cost associated with defeasance, the related Mortgagor shall pay, as of the date the mortgage collateral is defeased, all scheduled and accrued interest and principal due as well as an amount sufficient to defease in full the Mortgage Loan (except as contemplated in clause (35) hereof). In addition, if the related Mortgage Loan permits defeasance, then the Mortgage Loan documents provide that the related Mortgagor shall (x) pay all reasonable fees associated with the defeasance of the Mortgage Loan and all other reasonable expenses associated with the defeasance, or (y) provide all opinions required under the related Mortgage Loan documents, and in the case of loans with an outstanding principal balance as of the Cut-off Date of $40,000,000 or greater, (a) a REMIC opinion and (b) rating agency letters confirming that no downgrade or qualification shall occur as a result of the defeasance. (35) In the event that a Mortgage Loan is secured by more than one Mortgaged Property, then, in connection with a release of less than all of such Mortgaged Properties, a Mortgaged Property may not be released as collateral for the related Mortgage Loan unless, in connection with such release, an amount equal to not less than 125% of the Allocated Loan Amount for such Mortgaged Property is prepaid or, in the case of a defeasance, an amount equal to 125% of the Allocated Loan Amount is defeased through the deposit of replacement collateral (as contemplated in clause (34) hereof) sufficient to make all scheduled payments with respect to such defeased amount, or such release is otherwise in accordance with the terms of the Mortgage Loan documents. (36) Each Mortgaged Property is owned by the related Mortgagor, except for Mortgaged Properties which are secured in whole or in a part by a Ground Lease and for out-parcels, and is used and occupied for commercial or multifamily residential purposes in accordance with applicable law. (37) Any material non-conformity with applicable zoning laws constitutes a legal non-conforming use or structure which, in the event of casualty or destruction, may be restored or repaired to the full extent of the use or structure at the time of such casualty, or for which law and ordinance insurance coverage has been obtained in amounts consistent with the standards utilized by the Seller. (38) Neither the Seller nor any affiliate thereof has any obligation to make any capital contributions to the related Mortgagor under the Mortgage Loan. The Mortgage Loan was not originated for the sole purpose of financing the construction of incomplete improvements on the related Mortgaged Property. (39) No court of competent jurisdiction will determine in a final decree that fraud, with respect to the Mortgage Loans has taken place on the part of the Seller or, to the Seller's actual knowledge, on the part of any originator, in connection with the origination of such Mortgage Loan. (40) If the related Mortgage or other Mortgage Loan documents provide for a grace period for delinquent Monthly Payments, such grace period is no longer than ten (10) days from the applicable payment date. (41) The following statements are true with respect to the related Mortgaged Property: (a) the Mortgaged Property is located on or adjacent to a dedicated road or has access to an irrevocable easement permitting ingress and egress and (b) the Mortgaged Property is served by public or private utilities, water and sewer (or septic facilities) and otherwise appropriate for the use in which the Mortgaged Property is currently being utilized. (42) None of the Mortgage Loan documents contain any provision that expressly excuses the related borrower from obtaining and maintaining insurance coverage for acts of terrorism and, in circumstances where terrorism insurance is not expressly required, the mortgagee is not prohibited from requesting that the related borrower maintain such insurance, in each case, to the extent such insurance coverage is generally available for like properties in such jurisdictions at commercially reasonable rates. Each Mortgaged Property is insured by an "all risk" casualty insurance policy that does not contain an express exclusion for (or, alternatively, is covered by a separate policy that insures against property damage resulting from) acts of terrorism. (43) An appraisal of the related Mortgaged Property was conducted in connection with the origination of such Mortgage Loan, and such appraisal satisfied the guidelines in Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as in effect on the date such Mortgage Loan was originated. Defined Terms: The term "Allocated Loan Amount" shall mean, for each Mortgaged Property, the portion of principal of the related Mortgage Loan allocated to such Mortgaged Property for certain purposes (including determining the release prices of properties, if permitted) under such Mortgage Loan as set forth in the related loan documents. There can be no assurance, and it is unlikely, that the Allocated Loan Amounts represent the current values of individual Mortgaged Properties, the price at which an individual Mortgaged Property could be sold in the future to a willing buyer or the replacement cost of the Mortgaged Properties. The term "Anticipated Repayment Date" shall mean the date on which all or substantially all of any Excess Cash Flow is required to be applied toward prepayment of the related Mortgage Loan and on which any such Mortgage Loan begins accruing Excess Interest. The term "ARD Loan" shall have the meaning assigned thereto in the Pooling and Servicing Agreement. The term "Environmental Site Assessment" shall mean a Phase I environmental report meeting the requirements of the American Society for Testing and Materials, and, if in accordance with customary industry standards a reasonable lender would require it, a Phase II environmental report, each prepared by a licensed third party professional experienced in environmental matters. The term "Excess Cash Flow" shall mean the cash flow from the Mortgaged Property securing an ARD Loan after payments of interest (at the Mortgage Interest Rate) and principal (based on the amortization schedule), and (a) required payments for the tax and insurance fund and ground lease escrows fund, (b) required payments for the monthly debt service escrows, if any, (c) payments to any other required escrow funds and (d) payment of operating expenses pursuant to the terms of an annual budget approved by the Master 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 or Companion Loans that are cross-collateralized with other Mortgage Loans. Other. For purposes of these representations and warranties, the term "to the Seller's knowledge" shall mean that no officer, employee or agent of the Seller responsible for the underwriting, origination or sale of the Mortgage Loans or any servicer that has serviced the Mortgage Loan on behalf of the Seller, believes that a given representation or warranty is not true or 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 has obtained any actual knowledge of any facts or circumstances that would cause such person to believe that such representation or warranty was inaccurate. Furthermore, all information contained in documents which are part of or required to be part of a Mortgage File shall be deemed to be within the Seller's knowledge. For purposes of these representations and warranties, the term "to the Seller's actual knowledge" shall mean that a director, officer, employee or agent of the Seller responsible for the underwriting, origination and sale of the Mortgage Loans does not actually know of any facts or circumstances that would cause such person to believe that such representation or warranty was inaccurate. EXHIBIT C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
Rep. Mortgage No. Loan Description of Exception - -------------------------------------------------------------------------------- 4 CenterPoint The Mortgaged Property secures the Mortgage Loan and a II floating rate note, which is pari passu with the Mortgage Loan and is not included in the LDP6 trust fund. 4 Bigg's Place The Mortgaged Property secures the Mortgage Loan and a B-Note held by CBA-Mezzanine Capital Finance, LLC 4 3525 The Mortgaged Property secures the Mortgage Loan and a Decatur B-Note held by CBA-Mezzanine Capital Finance, LLC Avenue 4 Superior The Mortgaged Property secures the Mortgage Loan and a Townhomes B-Note held by CBA-Mezzanine Capital Finance, LLC 4 Timberstone The Mortgaged Property secures the Mortgage Loan and a Commons B-Note held by CBA-Mezzanine Capital Finance, LLC 4 Alabama The Mortgaged Property secures the Mortgage Loan and a Center B-Note held by CBA-Mezzanine Capital Finance, LLC 6 Centro 37 A portion of the Mortgage Loan is structured as an indemnity deed of trust, under which the Mortgage Note is secured by an indemnity guaranty, which indemnity guaranty is further secured by the fee interest in the Mortgaged Property. The indemnity guarantor owns the Mortgaged Property and thus has an interest in the lease payments. 6 CenterPoint The Mortgaged Property secures the Mortgage Loan and a II floating rate note, which is pari passu with the Mortgage Loan and is not included in the LDP6 trust fund. 6 Invitrogen The tenant in this single tenant transaction has one or Corporation more rights to purchase the Mortgaged Property during Headquarters the term of the applicable Mortgage Loan provided that such rights are subject in each case to tenant's and Mortgagor's compliance with the due on sale provisions of the Mortgage Loan documents, including, without limitation, the obligation to defease the Mortgage Loan, assume the Mortgage Loan and/or obtain mortgagee's consent. 6 215 Park The Mortgagor has prime leased the Mortgaged Property. Avenue South The prime lessee is lessor for tenant space leases at the Mortgaged Property and has certain interests in payments due under such tenant space leases. The prime lessee is required to remit payments collected under such tenant space leases (net of certain fees and expenses of the prime lessee) to the Mortgagor pursuant to the terms of the prime lease. The guarantor of the Mortgagor has certain rights and interests in prime lease payments as mortgagee of the prime lessee. The guarantor has given the mortgagee, as additional collateral for the Mortgage Loan, a pledge of the guarantor's rights and interests as mortgagee under such leasehold mortgage. 6 Bigg's Place The Mortgaged Property secures the Mortgage Loan and a B-Note held by CBA-Mezzanine Capital Finance, LLC 6 Arden's Run The Mortgage Loan is structured as an indemnity deed of trust ("IDOT"), under which the guarantor of the Mortgage Note related to the IDOT owns the related Mortgaged Property and thus has an interest in the lease payments. 6 3525 The Mortgaged Property secures the Mortgage Loan and a Decatur B-Note held by CBA-Mezzanine Capital Finance, LLC Avenue 6 Superior The Mortgaged Property secures the Mortgage Loan and a Townhomes B-Note held by CBA-Mezzanine Capital Finance, LLC 6 JBD Medical Mechanic's liens are recorded. The title company has Building insured over the liens and the mortgagee required a holdback of 125% of the recorded liens at origination. The mortgagee has the right to pay the liens in whole if any legal proceedings are initiated against the Mortgaged Property to enforce or satisfy the liens. 6 Timberstone The Mortgaged Property secures the Mortgage Loan and a Commons B-Note held by CBA-Mezzanine Capital Finance, LLC 6 Alabama The Mortgaged Property secures the Mortgage Loan and a Center B-Note held by CBA-Mezzanine Capital Finance, LLC 7 Centro 37 Because the Mortgage Loan is structured for tax purposes as an IDOT, the guarantor of the Mortgage Note related to the IDOT is the owner of the related Mortgaged Property instead of the related Mortgagor. 7 Arden's Run Because the Mortgage Loan is structured for tax purposes as an IDOT, the guarantor of the Mortgage Note related to the IDOT is the owner of the related Mortgaged Property instead of the related Mortgagor. 10(a) Centro 37 There is no individual or entity other than the Mortgagor who is liable for the non-recourse carveouts. Notwithstanding the foregoing, there is an entity guarantor on the environmental indemnity, but only to the extent that (a) the environmental insurance policies are not in effect or (b) if a claim under such insurance policies is not collectible and/or collected and the Mortgagor fails to reimburse mortgagee for losses. 10(a) The Gap There is no individual or entity other than the Building Mortgagor who is liable for the non-recourse carveouts. 10(a) CenterPoint There is no individual or entity other than the II Mortgagor who is liable for the non-recourse carveouts. There is no non-recourse carveout relating to "actual waste". 10(a) 215 Park There is no individual or entity other than the Avenue South Mortgagor who is liable for the non-recourse carveouts. 10(a) Bigg's Place The environmental non-recourse carveout is qualified by certain provisions in the Mortgage Loan documents and includes a 5 year sunset provision. 10(a) Parkwood The applicable non-recourse carveout concerning the Office misapplication or misappropriation of rents is limited Center to acts "after and during the continuation of an Event of Default." 10(a) Trostel There is no entity or individual other than the Square Mortgagor who is liable for the breach of environmental Apartments covenants non-recourse carveouts. 10(a) Thetford 10 The Mortgage Loan is recourse (i) until the completion - Market of the transfer to the single purpose entity, or (ii) if North I and the HAP Contract, as defined in the Mortgage Loan II documents, is terminated by the Housing and Urban Apartments Development administration as an exercise of its rights thereunder as a result of any breach by, default under or claims against the Mortgagor. 10(a) Clarion There is no entity or individual other than the Resort on Mortgagor who is liable for the breach of environmental the Lake covenants non-recourse carveouts. 10(a) Sleep Inn There is no entity or individual other than the Maingate Mortgagor who is liable for the breach of environmental Six Flags covenants non-recourse carveouts. 10(a) JBD Medical The applicable non-recourse carveout referencing the Building misapplication or misappropriation of insurance proceeds or condemnation awards is limited to acts "in violation of the [Mortgage Loan documents]." 10(a) Thetford 10 The Mortgage Loan is recourse (i) until the completion - Glendale of the transfer to the single purpose entity, or (ii) 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. 10(a) Powell Self The Mortgage Loan is recourse in the event of a casualty Storage exceeding 80% of the Mortgaged Property in which it cannot be rebuilt to existing use. 10(a) Beaumont The Mortgage Loan is recourse (i) until the completion Avenue of the transfer to the single purpose entity, or (ii) if Apartments 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. 10(a) Northview There is no entity or individual other than the Concourse Mortgagor who is liable for the non-recourse carveouts. 10(a) Coleridge The Mortgage Loan is recourse (i) until the completion Road of the transfer to the single purpose entity, or (ii) if Apartments 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. 10(c) Arden's Run 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 IDOT grantor. 10(d) 71 Clinton The terms of the Mortgage Loan documents were modified Road after the Cut-off Date to specifically approve the current commercial general liability insurance carrier. 10(d) Thetford 10 The terms of the Mortgage Loan documents were modified - Market after the Cut-off Date to increase replacement reserves North I and to conform with the Housing and Urban Development II administration. Apartments 10(d) Thetford 10 The terms of the Mortgage Loan documents were modified - Glendale after the Cut-off Date to increase replacement reserves to conform with the Housing and Urban Development administration. 10(d) Beaumont The terms of the Mortgage Loan documents were modified Avenue after the Cut-off Date to increase replacement reserves Apartments to conform with the Housing and Urban Development administration. 10(d) Coleridge The terms of the Mortgage Loan documents were modified Road after the Cut-off Date to increase replacement reserves Apartments to conform with the Housing and Urban Development administration. 12 Centro 37 Each Centro 37 property may be released from the lien of Mortgage upon defeasance of an amount equal to between 105% and 115% of the allocated loan amount. 12 CenterPoint Each CenterPoint II property may be released from the II lien of the Mortgage upon defeasance of an amount equal to 110% of the allocated loan amount. The Mortgagor may obtain a release of an individual Mortgaged Property by substituting its interest in other collateral during the term of the Mortgage Loan, subject to certain conditions as set forth in the related Mortgage Loan documents. 14(a) Village The value of the Mortgaged Property is based upon the Town Center appraiser's $10.1 million "as stabilized" value (as compared with a $9.1 million "as-is" value). The mortgagee established a $250,000 holdback at origination for the 2,666 sf of vacant retail space, to be held until a tenant is in place, open for business and paying rent. 16 3525 The Mortgaged Property is legally-nonconforming subject Decatur to the issuance of an amended certificate of occupancy Avenue for a tenant that is utilizing two units as a commercial office space. The use is a permitted use of right, but will require an amended certificate of occupancy. $100,000 holdback was taken at loan origination to be released upon Mortgagor's delivery of same. 16 Powell Self Subsequent to the development of the Mortgaged Property Storage as self storage in 1999, the zoning changed and self storage is no longer a permitted use. The Mortgaged Property is grandfathered and is a legal non-conforming use. If the Mortgaged Property is damaged such that the cost of repair is more than 80% of the current value, it may not be rebuilt as self storage. There is L&O Insurance for non-conforming issues below that threshold. In the event of an 80% or greater loss, the Mortgage Loan becomes full recourse to the principals/guarantors. 16 Rolo Court The Mortgaged Property is legally-nonconforming due to set-back violations. The Mortgagor has not obtained law and ordinance coverage. 16 2750 West There is a hole cut in the wall between Units 110 and Brooks 111 without plans and permits. Mortgagor must obtain Avenue approval of plans and permits and furnish evidence of such permits to lender on or before March 16, 2006. 16 Willo Farm The Mortgaged Property is legally-nonconforming due to set-back, height and density violations. The Mortgagor has not obtained law and ordinance coverage. 16 Mimosa MHP The Mortgaged Property is legally-nonconforming due to use and set-back violations. The Mortgagor has not obtained law and ordinance coverage. 16 Beeman The Mortgaged Property is legally-nonconforming due to Design use and parking violations. The Mortgagor has not Center obtained law and ordinance coverage. 17 Parkwood The Mortgaged Property is included in a tax parcel which Office also contains a certain tract of undeveloped land Center consisting of approximately 13.0 acres which is located adjacent to the land (the "Outparcel"). The Mortgagor does not hold title to the Outparcel and it is not included as security for the Mortgage Loan. Until the Mortgaged Property is separated into a single tax parcel that does not include the Outparcel, the Mortgagor shall escrow with the mortgagee funds sufficient to pay all taxes and assessments on both the Mortgaged Property and the Outparcel. No later than February 23, 2007, the Mortgagee shall (i) separate the Mortgaged Property from the Outparcel so that the Mortgaged Property is a separate and distinct tax parcel, and (ii) have the Mortgaged Property platted separately from the Outparcel. 17 Robinson As of the origination date, the Mortgaged Property is Mobile Home not a separate and complete tax parcel. The Mortgaged Park Property is currently assessed for real estate tax purposes with another property, but will be separately assessed prior to the 2007 tax year. 17 Crowwood The tax ID for the 2005 taxes, payable for 2006 are Apartments based on a tax ID number that includes both Lot 101 and Lot 100. Lot 100 will not be part of the mortgagee's collateral. In order to protect the mortgagee's collateral, escrows will be collected to cover the entire tax obligation for 2005, payable 2006. 19(a) Centro 37 The mortgagee waived escrows for immediate repairs in the amount of $32,930 recommended in the property condition report ($480 for the Village Square property; $16,400 for the Stratford property; $730 for the Groton property; $3,000 for the Fox Run property; $7,620 for the Collegetown property; and $4,700 for the Bristol property). 19(a) The Gap The mortgagee waived escrows for immediate repairs in Building the amount of $2,000 recommended in the property condition report. 19(a) CenterPoint The mortgagee waived escrows for immediate repairs in II the total amount of $9,500 recommended in the related property condition report ($2,000 for 1200 Independence; $4,500 for 3841-3865 Swanson Court; $2,500 for 5110 South 6th Street; and $500 for 13040 Pulaski). 19(a) Bigg's Place The mortgagee waived immediate repairs in the amount of $18,150 recommended in the property condition report. 19(a) Sorrento The mortgagee waived escrows for immediate repairs in Pines the amount of $3,000 recommended in the property condition report. 19(a) Avis Centre The mortgagee waived immediate repairs in the amount of XII $4,000 recommended in the property condition report. The mortgagee required completion of these repairs by May 1, 2006 but no funds were escrowed at origination. 19(a) Northridge The mortgagee waived escrows for immediate repairs in Business the amount of $4,500 recommended in the property Park II condition report. 19(a) Cherry Hill The mortgagee waived immediate repairs in the amount of Court $3,000 recommended in the property condition report. Shopping The mortgagee required completion of these repairs by Center June 30, 2006 but no funds were escrowed at origination. 19(a) 13750 The mortgagee waived escrows for immediate repairs in Lemoli the amount of $3,500 recommended in the property Avenue condition report. Apartments 19(a) Robinson The property condition report recommended immediate Mobile Home repairs including installation of foundation anchors on Park mobile homes. Installation is the responsibility of the individual tenants and therefore no funds were escrowed at origination. 19(a) Timberstone The mortgagee waived immediate repairs in the amount of Commons $3,375 recommended in the property condition report. The mortgagee required completion of these repairs by June 1, 2006 but no funds were escrowed at origination. 19(a) Woodbridge The mortgagee waived escrows for immediate repairs in Apartments the amount of $5,000 recommended in the property condition report for asphalt curb replacement. 19(a) Brookwood The mortgagee waived escrows for immediate repairs in Apartments the amount of $11,400 recommended in the property condition report. 19(a) Scotts The mortgagee waived immediate repairs in the amount of Valley $600 recommended in the property condition report. Due Corners to the minimal amount, no funds were escrowed at origination. 19(b) Robinson The city of Moscow's master plan contemplates that a Mobile Home strip of unimproved land along the northern boundary of Park the Mortgaged Property may be condemned for purposes of constructing a roadway. No easement has been recorded and no condemnation proceedings are pending. This strip of unimproved land was not given any value for underwriting purposes. 19(b) Virginia There is a proceeding pending for the partial Square condemnation of the Mortgaged Property. The affected part of the Mortgaged Property was not included in the underwriting. 20(e) 30 Broad The lessor under the ground lease has to give mortgagee Street a notice of an intent to terminate the lease due to an Event of Default, but not written notice of any material default by Mortgagor or other notices. 20(f) Miraloma The related ground lessor has not subordinated its Red Gum interest in the related Mortgaged Property to the Business interest of the holder of the Mortgage Loan. Park 20(g) Tiburon The Comfort Inn ground lease expires on August 31, 2030, Hospitality 6 months prior to 20 years beyond the stated maturity date of the Mortgage Loan. 21(b) Bigg's Place An asbestos operations and maintenance plan was recommended in the Environmental Site Assessment for the Mortgaged Property and was not implemented by the Mortgagor. 21(b) Cherry Hill Soil contamination was found on the Mortgaged Property. Court Remedial costs are estimated to be $100,000. The Shopping mortgagee allowed 12 months to complete the remediation Center work and escrowed 125% of the cost at origination. 21(b) Village The Mortgaged Property contains a dry cleaners, which is Town Center listed as a small quantity hazardous waste generator. The estimated remediation cost is approximately $1,000. An escrow in the amount of $2,000 was established at loan origination. 21(b) Beeman The Environmental Site Assessment recommended and the Design mortgagee will require that hydraulic oil residues from Center the equipment spaces and elevator pits be cleaned and removed, and that samples of the oil residue from the elevator pits be submitted to a state-certified laboratory for PCB analysis to determine any potential impact PCBs to the subject property and proper disposal of residue. 22 The Gap Deductible for all-risk Insurance Policy may not exceed Building $100,000. The Mortgagor is permitted to insure through a syndicate of insurance providers so long as (A) in the case of an Insurance Policy issued by four (4) or fewer insurance companies, (1) at least seventy-five percent (75%) of such insurance companies have been assigned a claims paying ability/financial strength rating equal to or better than "A-" (or its equivalent) by such Rating Agency, and (2) no such insurance companies which provide, in the aggregate, coverage in an amount up to and including the greater of (y) the outstanding principal amount of the Mortgage Loan and (z) the full replacement cost, have been assigned a claims paying ability/financial strength rating below investment grade by such Rating Agency and (B) in the case of an Insurance Policy issued by five (5) or more insurance companies, (1) at least sixty percent (60%) of such insurance companies have been assigned a claims paying ability/financial strength rating equal to or better than "A-" (or its equivalent) by such Rating Agency, and (2) no such insurance companies which provide, in the aggregate, coverage in an amount up to and including the greater of (y) the outstanding principal amount of the Mortgage Loan and (z) the full replacement cost, have been assigned a claims paying ability/financial strength rating below investment grade by such Rating Agency. A Qualified Insurer will also include prior to a securitization, any insurance company with an A.M. Best rating of A/X or better and otherwise reasonably acceptable to mortgagee. 22 CenterPoint The Mortgagor is permitted to insure through Affiliated II FM Insurance Company so long as Affiliated FM Insurance Company maintains a rating of "BBB" by S&P, and none of the Rating Agencies or investors in connection with a securitization request removal of Affiliated FM Insurance Company. The Mortgagor also is permitted to use a syndicate of insurance providers so long as at least seventy-five percent (75%) of the coverage (if there are four (4) or fewer members of the syndicate) or at least sixty percent (60%) of the coverage (if there are five (5) or more members of the syndicate) have a claims paying ability rating of "A" or better by at least two (2) rating agencies (one of which shall be S&P if they are rating the securities and one of which will be Moody's if they are rating the securities), or if only one rating agency is rating the securities, then only by such rating agency (provided that all other members of such syndicate shall have a claims paying ability rating of at least "BBB" by such rating agencies). 22 Invitrogen Deductible for all-risk Insurance Policy may not exceed Corporation $100,000. Headquarters 22 215 Park Deductible for all-risk Insurance Policy may not exceed Avenue South $100,000. 22 Parkwood Deductible for comprehensive commercial general Office liability policy may not exceed $5,000. Center The Mortgagor is permitted to maintain its current Insurance Policy with United States Fire Insurance Company, provided that in the event United States Fire Insurance Company's claims-paying ratings is downgraded below "BBB" by S&P or "A:XIII" by A.M. Best, the Mortgagor is required to obtain a new Insurance Policy from a Qualified Insurer. 22 Trostel All Insurance Policies must be issued by insurance Square companies which have a general policy rating of "A-" or Apartments better and a financial class of "VIII" or better by A.M. Best or claims paying ability rating of "A" or better issued by S&P or with a claims paying ability rating otherwise acceptable to mortgagee. 22 Orchard The Mortgagor is permitted to maintain Insurance Supply Policies with the insurance carriers of Sears Holdings Hardware Corporation, the parent company of Orchard Supply Hardware (the "Sears Parent"), which does not have at least an "A:X" rating from A.M. Best or an "A" rating from S&P, unless and until the Sears Parent divests, sells or otherwise discontinues ownership of Orchard Supply Hardware, at which time a Qualified Insurer will be required. 22 Thetford 10 The Mortgagor is permitted to maintain its current - Market Insurance Policy with United States Fire Insurance North I and Company provided that in the event United States Fire II Insurance Company's claims-paying ratings is downgraded Apartments below "BBB" by S&P or "A-:XIII" by A.M. Best, the Mortgagor is required to obtain a new Insurance Policy from a Qualified Insurer. Deductible for comprehensive commercial general liability policy may not exceed $5,000. 22 Clarion Deductible for all-risk Insurance Policy shall not Resort on exceed $50,000, provided, however, that such deductible the Lake may be increased to not more than $250,000 so long as Sunburst Hospitality Corporation remains liable as Guarantor under the Guaranty and there has been no breach or violation of Section 8.3 of the security instrument. 22 Savoy Hotel The Mortgagor is permitted to maintain Insurance Policies with the current insurer with a rating of "BBB" by S&P and "A-XIII" by A.M. Best until May, 2006, at which point, the Insurance Policies must comply with the mortgagee's standards. Deductible for comprehensive commercial general liability policy may not exceed $5,000. 22 Robinson The Mortgagor is permitted to maintain its current Mobile Home Insurance Policy with Mutual of Enumclaw Insurance Park Company provided that in the event (i) Mutual of Enumclaw Insurance Company's claims-paying ratings is downgraded below "A-:VIII" by A.M. Best, or (ii) the mortgagee is unable to securitize the Mortgage Loan due to the insurer and/or the rating thereof, the Mortgagor is required to obtain a new Insurance Policy from a Qualified Insurer. 22 Sleep Inn Deductible for all-risk Insurance Policy shall not Maingate exceed $50,000, provided, however, that such deductible Six Flags may be increased to not more than $250,000 so long as Sunburst Hospitality Corporation remains liable as Guarantor under the Guaranty and there has been no breach or violation of Section 8.3 of the security instrument. 22 Monaco The Mortgagor is permitted to maintain its current Square Insurance Policy with Marsh USA Inc., with a rating of "A-:IX" by A.M. Best, provided that in the event the "loss fund" is depleted below $10,000 or the property manager shall no longer service the Mortgaged Property, the Mortgagor shall obtain insurance pursuant to the Mortgage Loan documents. 22 Thetford 10 The Mortgagor is permitted to maintain its current - Glendale Insurance Policy with United States Fire Insurance Court Company provided that in the event United States Fire Apartments Insurance Company's claims-paying ratings is downgraded below "BBB" by S&P or "A-:XIII" by A.M. Best, the Mortgagor is required to obtain a new Insurance Policy from a Qualified Insurer. Deductible for comprehensive commercial general liability policy may not exceed $5,000. 22 Powell Self The Mortgagor is permitted to maintain its current Storage umbrella Insurance Policy with United National Insurance Company provided that in the event United National Insurance Company's claims-paying ratings is downgraded below "BBB" by S&P, the Mortgagor is required to obtain a new Insurance Policy from a Qualified Insurer. 22 Woodbridge The Mortgage Loan documents do not require an umbrella Apartments liability insurance policy. 22 Beaumont The Mortgagor is permitted to maintain its current Avenue Insurance Policy with United States Fire Insurance Company provided that in the event United States Fire Insurance Company's claims-paying ratings is downgraded below "BBB" by S&P or "A-:XIII" by A.M. Best, the Mortgagor is required to obtain a new Insurance Policy from a Qualified Insurer. Deductible for comprehensive commercial general liability policy may not exceed $5,000. 22 Rolo Court The Mortgagor is permitted to maintain its current Insurance Policy with Hanover Insurance Company provided that in the event Hanover Insurance Company's claims-paying ratings is downgraded below "BBB+" by S&P or "A-:XII" by A.M. Best, the Mortgagor is required to obtain a new Insurance Policy from a Qualified Insurer. 22 Scotts Deductible for comprehensive commercial general Valley liability policy may not exceed $1,000. Corners 22 Coleridge The Mortgagor is permitted to maintain its current Road Insurance Policy with United States Fire Insurance Company provided that in the event United States Fire Insurance Company's claims-paying ratings is downgraded below "BBB" by S&P or "A-:XIII" by A.M. Best, the Mortgagor is required to obtain a new Insurance Policy from a Qualified Insurer. Deductible for comprehensive commercial general liability policy may not exceed $5,000. 22 Willo Farm The Mortgagor is permitted to maintain its current Village Insurance Policy with Hanover Insurance Company provided that in the event Hanover Insurance Company's claims-paying ratings is downgraded below "BBB+" by S&P or "A-:XII" by A.M. Best, the Mortgagor is required to obtain a new Insurance Policy from a Qualified Insurer. 22 Mimosa MHP The Mortgagor is permitted to maintain its current insurance policy with ALEA North American Insurance Company so long as such insurer maintains its claims-paying ability of "BBB" by S&P. 24 Northridge Fraud litigation in the amount of $6,000,000 was filed Business against Katell Family Company III, LLC, a 25% member of Park II the Mortgagor, in September, 2005. Katell Family Company III, LLC has been prohibited from transferring any of its membership interests in the Mortgagor until satisfaction of the litigation. Further, Gerald L. Katell, the manager, is required to remain a manager of the Mortgagor until satisfaction of the litigation pursuant to Mortgage Loan documents and the Mortgagor is prohibited from amending its articles of organization and its Operating Agreement to remove Gerald L. Katell as manager until satisfaction of the litigation. 24 111 Sparkleberry Crossing Building Two, LLC, with which this Sparkleberry Mortgage Loan is cross-defaulted was involved in pending Crossing litigation at the time of origination. 24 Robinson The city of Moscow's master plan contemplates that a Mobile Home strip of unimproved land along the northern boundary of Park the Mortgaged Property may be condemned for purposes of constructing a roadway. No easement has been recorded and no condemnation proceedings are pending. This strip of unimproved land was not given any value for underwriting purposes. 24 Virginia There is a proceeding pending for the partial Square condemnation of the Mortgaged Property. The affected portion of the Mortgaged Property was not included in the underwriting. 24 120 There was pending litigation involving the Mortgagor at Sparkleberry the time of origination. Liberty Coffee and Village Crossing Bakery are claiming that each has the exclusive right to sell specialty coffee. There is a $750,000 letter of credit for the litigation provided by BB&T Bank. 24 Sherrill's Sparkleberry Crossing Building Two, LLC, with which this Ford Mortgage Loan is cross-defaulted was involved in pending Estates litigation at the time of origination. Retail 27 Arden's Run This is an IDOT loan. The IDOT grantor, and not the Mortgagor, is required to provide the financial documentation to mortgagee. 32 Centro 37 Subject to the satisfaction of certain criteria, the Mortgage Loan documents allow the members of the Mortgagor the right to pledge their interests in the Mortgagor to secure a mezzanine loan pursuant to the security instrument. 32 The Gap The indirect equity in the Mortgagor has been pledged as Building partial collateral for a revolving credit facility provided to the mortgagee by a financial institution that would otherwise qualify as a qualified transferee (the "Permitted Parent Level Pledge"). Under the terms of such credit facility, the obligor is required to pledge its equity in all subsidiaries currently existing, as well as those to be formed in the future. Upon a default under such credit facility, the mortgagee thereunder is permitted to, among other things, foreclose on the indirect equity pledge in the obligor. The cash flow from the Mortgaged Property was not underwritten as support for repayment of amounts borrowed under such credit facility. 32 30 Broad The direct owner of 100% of the Mortgagor has pledged Street its ownership interests in the Mortgagor to secure a mezzanine loan held by Solomon Dwek, an individual. If such entity defaults on the mezzanine loan, the interests in such direct owner will be transferred to Solomon Dwek, subject to the terms of the intercreditor agreement. 32 Invitrogen Subject to the satisfaction of certain criteria, the Corporation Mortgage Loan documents allow the equity owners of the Headquarters individual tenant-in-common Mortgagors the right to pledge their interests in the Mortgagor to secure a mezzanine loan pursuant to Section 8.4 of the security instrument. Certain other transfers to affiliates and other entities are permitted pursuant to Section 8.4 of the Mortgage Loan agreement so long as Kevin A. Shields, the sponsor guarantor, continues to own, directly or indirectly, at least a 1% interest in the Mortgaged Property. 32 215 Park Subject to the satisfaction of certain criteria, the Avenue South Mortgage Loan documents allow the members of the Mortgagor the right to pledge their interests in the Mortgagor to secure a mezzanine loan pursuant to the security instrument. 32 Bigg's Place Subject to the satisfaction of certain criteria, certain other transfers to affiliates and other entities are permitted pursuant to the Mortgage Loan documents. 32 Avis Centre Subject to the satisfaction of certain criteria, certain XII other transfers to affiliates and other entities and certain transfers by Michael Towbes of his direct or indirect ownership in the Mortgagor are permitted pursuant to Sections 8.2(b) and 8.3 of the Mortgage Loan agreement. 32 Trostel Certain other transfers to affiliates and other entities Square are permitted pursuant to Section 8.3 of the Mortgage Apartments Loan agreement so long as Barry Mandel, the principal, continues to own, directly or indirectly, at least a 20% interest in the Mortgaged Property. 32 Orchard Subject to the satisfaction of certain criteria, the Supply Mortgage Loan documents allow the members of the Hardware Mortgagor the right to pledge their interests in the Mortgagor to secure a mezzanine loan pursuant to the security instrument. Subject to the satisfaction of certain criteria, certain other transfers by Robert D. Champion, the principal, of his indirect ownership in the Mortgagor are permitted pursuant to 8.3 of the Mortgage Loan agreement. 32 Thetford 10 Subject to the satisfaction of certain criteria, the - Market Mortgage Loan documents require the Mortgagor to North I and transfer the Mortgaged Property to Market North II Investors, LLC within 90 days of loan origination. Apartments 32 GSA Social Certain other transfers to affiliates and other entities Security are permitted pursuant to the Mortgage Loan documents. Building 32 1760 The direct and indirect owners of 100% of the Mortgagor Madison have pledged their ownership interests in the Mortgagor Avenue to secure a mezzanine loan held by CT BSI Funding Corp. If such entities default on the mezzanine loan, the interests in such direct and indirect owners will be transferred to CT BSI Funding Corp. 32 Torrey The direct and indirect owners of 100% of the Mortgagor Place have pledged their ownership interests in the Mortgagor Apartments to secure a mezzanine loan held by RAIT Partnership, L.P. If such entities default on the mezzanine loan, the interests in such direct and indirect owners will be transferred to RAIT Partnership, L.P. 32 Waterford Subject to the satisfaction of certain criteria, certain Plaza other transfers between Robert Shaya and the trust established by The Anthony J. Ferlito Trust Agreement are permitted pursuant to Section 8.3 of the Mortgage Loan agreement. 32 JBD Medical Certain other transfers to affiliates and other entities Building are permitted pursuant to Section 8.3 of the Mortgage Loan agreement. 32 Timberstone Subject to the satisfaction of certain criteria, the Commons Mortgage Loan documents allow the members of the Mortgagor the right to pledge their interests in the Mortgagor to secure a mezzanine loan pursuant to Section 8.3(e) of the security instrument. 32 Thetford 10 Subject to the satisfaction of certain criteria, the - Glendale Mortgage Loan documents require the Mortgagor to Court transfer the Mortgaged Property to Glendale Court Apartments Investors, LLC within 90 days of loan origination. 32 Miraloma Subject to the satisfaction of certain criteria, the Red Gum Mortgage Loan documents allow the members of the Business Mortgagor the right to pledge their interests in the Park Mortgagor to secure a mezzanine loan pursuant to the security instrument. 32 Woodbridge Subject to the satisfaction of certain criteria, the Apartments Mortgage Loan documents allow the members of the Mortgagor (i) the right to pledge their interests in the Mortgagor to secure a mezzanine loan and (ii) the right to secure a second mortgage loan pursuant to Sections 4.3(g), 8.3(e) and 8.3(f) of the security instrument. 32 Alabama The mortgagee held the B Note which was assigned to Center CBS-Mezz cap on the origination date. 32 Beaumont Subject to the satisfaction of certain criteria, the Avenue Mortgage Loan documents require the Mortgagor to transfer the Mortgaged Property to Beaumont Avenue Investors, LLC within 90 days of loan origination. 32 Coleridge Subject to the satisfaction of certain criteria, the Road Mortgage Loan documents require the Mortgagor to Apartments transfer the Mortgaged Property to Coleridge Road Investors, LLC within 90 days of loan origination. 33 Bigg's Place The Mortgaged Property secures the Mortgage Loan and a B-Note held by CBA-Mezzanine Capital Finance, LLC 33 3525 The Mortgaged Property secures the Mortgage Loan and a Decatur B-Note held by CBA-Mezzanine Capital Finance, LLC Avenue 33 Superior The Mortgaged Property secures the Mortgage Loan and a Townhomes B-Note held by CBA-Mezzanine Capital Finance, LLC 33 Alabama The Mortgaged Property secures the Mortgage Loan and a Center B-Note held by CBA-Mezzanine Capital Finance, LLC 35 Centro 37 Each Centro 37 property may be released from the lien of Mortgage upon defeasance of an amount equal to between 105% and 115% of the allocated loan amount. 35 CenterPoint Each CenterPoint II property may be released from the II lien of the Mortgage upon defeasance of an amount equal to 110% of the allocated loan amount. 36 Centro 37 Because the Mortgage Loan is structured for tax purposes as an IDOT, the guarantor of the IDOT owns the related Mortgaged Property instead of the related Mortgagor. 36 Arden's Run Because the Mortgage Loan is structured for tax purposes as an IDOT, the guarantor of the IDOT owns the related Mortgaged Property instead of the related Mortgagor. 37 Savoy Hotel The Mortgaged Property has L&O coverage of $2.5MM as of loan origination. The Mortgagor is required to be in compliance ($5MM coverage) upon renewal in May, 2006. 37 Powell Self Subsequent to the development of the Mortgaged Property Storage as self storage in 1999, the zoning changed and self storage is no longer a permitted use. The Mortgaged Property is grandfathered and is a legal non-conforming use. If the Mortgaged Property is damaged such that the cost of repair is more than 80% of the current value, it may not be rebuilt as self storage. There is L&O Insurance for non-conforming issues below that threshold. In the event of an 80% or greater loss, the Mortgage Loan becomes full recourse to the principals/guarantors. 37 Rolo Court The Mortgaged Property is legally-nonconforming due to set-back violations. The Mortgagor has not obtained law and ordinance coverage. 37 Willo Farm The Mortgaged Property is legally-nonconforming due to set-back, height and density violations. The Mortgagor has not obtained law and ordinance coverage. 37 Mimosa MHP The Mortgaged Property is legally-nonconforming due to use and set-back violations. The Mortgagor has not obtained law and ordinance coverage. 37 Beeman The Mortgaged Property is legally-nonconforming due to Design use and parking violations. The Mortgagor has not Center obtained law and ordinance coverage. 41 Centro 37 Terrorism insurance premiums are capped at $300,000 per year. 41 The Gap Terrorism insurance premiums are capped at $150,000 per Building year. Deductible for Terrorism Insurance Policy may not exceed $1,000,000. 41 CenterPoint Terrorism insurance premiums are capped at $200,000 per II year. 41 Bigg's Place Terrorism insurance premiums are capped at $35,000 per year. 41 Northridge Terrorism insurance premiums are capped at $20,000 per Business year. Park II 41 Clarion Mortgagor is not required to expend more than $25,000 Resort on per annum for insurance including terrorism coverage the Lake than Mortgagor would expend for the same coverage as required by the Mortgage Loan documents but excluding terrorism coverage. 41 Orchard Terrorism insurance premiums are capped at $7,500 per Supply year. Hardware 41 Sleep Inn Mortgagor is not required to expend more than $15,000 Maingate per annum for insurance including terrorism coverage Six Flags than Mortgagor would expend for the same coverage as required by the Mortgage Loan documents but excluding terrorism coverage. 41 Virginia Terrorism insurance premiums are capped at $10,000 per Square year.
EXHIBIT D FORM OF OFFICER'S CERTIFICATE I, [______], a duly appointed, qualified and acting [______] of [___________], a [________] [______] (the "Company"), hereby certify on behalf of the Company as follows: 1. I have examined the Mortgage Loan Purchase Agreement, dated as of March 1, 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 (or, in the case of any particular representation or warranty set forth on Exhibit B to the Agreement, as of such other date provided for in such representation or warranty) with the same force and effect as if made on and as of the date hereof, subject to the exceptions set forth in the Agreement. 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 the Prospectus, dated March 15, 2006, as supplemented by the Prospectus Supplement, dated March 15, 2006 (collectively, the "Prospectus"), relating to the offering of the Class A-1, Class A-2, Class A-3FL, Class A-3B, Class A-4, Class A-SB, Class A-1A, Class A-J, Class X-2, Class B, Class C and Class D Certificates, the Private Placement Memorandum, dated March 15, 2006 (the "Privately Offered Certificate Private Placement Memorandum"), relating to the offering of the Class X-1, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P and Class NR Certificates, and the Residual Private Placement Memorandum, dated March 15, 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 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 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 March, 2006. By:____________________________________ Name: Title: SCHEDULE I MORTGAGE LOANS FOR WHICH A LENDER'S ENVIRONMENTAL POLICY WAS OBTAINED IN LIEU OF AN ENVIRONMENTAL SITE ASSESSMENT [None.] SCHEDULE II MORTGAGED PROPERTY FOR WHICH ENVIRONMENTAL INSURANCE IS MAINTAINED [None.]