Mortgage Loan Purchase Agreement between J.P. Morgan Chase Commercial Mortgage Securities Corp. and Nomura Credit & Capital, Inc. (June 1, 2006)

Contract Categories: Business Finance › Purchase Agreements
Summary

This agreement is between J.P. Morgan Chase Commercial Mortgage Securities Corp. (the purchaser) and Nomura Credit & Capital, Inc. (the seller), dated June 1, 2006. It outlines the sale and transfer of certain fixed-rate mortgage loans from the seller to the purchaser. The seller agrees to deliver all necessary documents and transfer ownership of the mortgage loans, while the purchaser pays the agreed purchase price. The agreement also specifies how payments and records are handled after the sale, and sets out responsibilities for delivering documents and covering certain costs.

Read More Arrow
EX-10.5 9 jp347207-ex10_5.txt MLPA (NOMURA CREDIT & CAPITAL, INC.) EXHIBIT 10.5 ================================================================================ J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., PURCHASER NOMURA CREDIT & CAPITAL, INC. SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of June 1, 2006 Fixed Rate Mortgage Loans Series 2006-LDP7 ================================================================================ This Mortgage Loan Purchase Agreement (this "Agreement"), dated as of June 1, 2006, is between J.P. Morgan Chase Commercial Mortgage Securities Corp., as purchaser (the "Purchaser"), and Nomura Credit & Capital, Inc., 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 June 1, 2006 (the "Pooling and Servicing Agreement") among the Purchaser, as depositor (the "Depositor"), Capmark Finance Inc. and Wachovia Bank, National Association, as master servicers (each, a "Master Servicer"), LNR Partners, Inc., as special servicer (the "Special Servicer"), Wells Fargo Bank, N.A., as trustee (the "Trustee") and LaSalle Bank National Association, as paying agent (the "Paying Agent"), pursuant to which the Purchaser will sell the Mortgage Loans (as defined herein) to a trust fund and certificates representing ownership interests in the Mortgage Loans will be issued by the trust fund. For purposes of this Agreement, the term "Mortgage Loans" refers to the mortgage loans listed on Exhibit A and the term "Mortgaged Properties" refers to the properties securing such Mortgage Loans. The Purchaser and the Seller wish to prescribe the manner of sale of the Mortgage Loans from the Seller to the Purchaser and in consideration of the premises and the mutual agreements hereinafter set forth, agree as follows: SECTION 1. Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (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. The Depositor will sell the Class A-1, Class A-2, Class A-3A, Class A-3FL, Class A-3B, Class A-4, Class A-SB, Class A-1A, Class X, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates (the "Offered Certificates") to the underwriters (the "Underwriters") specified in the underwriting agreement dated June 23, 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 F Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q 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 June 23, 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 $ (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; (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 June 23, 2006 between the Purchaser and the Seller (the "Indemnification Agreement"); and (d) 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 A2 Note or any Companion Loan that is deposited into an Other Securitization or a Regulation AB Companion Loan Securitization, the depositor in such Other Securitization or Regulation AB Companion Loan 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 (only with respect to disclosure related to Items 1117 or 1119 of Regulation AB) on Schedule X and Schedule Y of the Pooling and Servicing Agreement within the time periods set forth in the Pooling and Servicing 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 corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware; (ii) it has the power and authority to own its property and to carry on its business as now conducted; (iii) it has the power to execute, deliver and perform this Agreement; (iv) it is 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); and (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. (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 applicable Master Servicer for deposit into the Certificate Account, any Substitution Shortfall Amount (as defined below) in connection therewith; provided, however, that except with respect to a Defect resulting solely from the failure by the 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 affect 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 within 18 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 last sentence of the second paragraph of Section 6(e)). 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 certificate of incorporation 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 good standing of the Seller issued by the Secretary of the State of Delaware 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 corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware; (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, Charlotte, North Carolina, 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 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 (subject to the provisions hereof), 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, Nomura Credit & Capital, Inc., 2 World Financial Center, Building B, New York, New York 10281 1198, Attention: N. Dante LaRocca, fax number: (646) 587 9804, and (iii) in the case of any of the preceding parties, such other address or fax number 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. Except as set forth in Section 6 herein, 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 NOMURA CREDIT & CAPITAL, INC., as Seller By: /s/ Bruce Viergever ------------------------------------ Name: Bruce Viergever Title: Managing Director EXHIBIT A MORTGAGE LOAN SCHEDULE
Loan # Mortgagor Name - ------- --------------------------------------------------------------------------------------------------- 5 Hammons of Oklahoma City, LLC, Hammons of Lincoln, LLC, Hammons of South Carolina, LLC, Hammons of New Mexico, LLC, Hammons of Sioux Falls, LLC, Hammons of Tulsa, LLC 5.01 Hammons of Oklahoma City, LLC, Hammons of Lincoln, LLC, Hammons of South Carolina, LLC, Hammons of New Mexico, LLC, Hammons of Sioux Falls, LLC, Hammons of Tulsa, LLC 5.02 Hammons of Oklahoma City, LLC, Hammons of Lincoln, LLC, Hammons of South Carolina, LLC, Hammons of New Mexico, LLC, Hammons of Sioux Falls, LLC, Hammons of Tulsa, LLC 5.03 Hammons of Oklahoma City, LLC, Hammons of Lincoln, LLC, Hammons of South Carolina, LLC, Hammons of New Mexico, LLC, Hammons of Sioux Falls, LLC, Hammons of Tulsa, LLC 5.04 Hammons of Oklahoma City, LLC, Hammons of Lincoln, LLC, Hammons of South Carolina, LLC, Hammons of New Mexico, LLC, Hammons of Sioux Falls, LLC, Hammons of Tulsa, LLC 5.05 Hammons of Oklahoma City, LLC, Hammons of Lincoln, LLC, Hammons of South Carolina, LLC, Hammons of New Mexico, LLC, Hammons of Sioux Falls, LLC, Hammons of Tulsa, LLC 5.06 Hammons of Oklahoma City, LLC, Hammons of Lincoln, LLC, Hammons of South Carolina, LLC, Hammons of New Mexico, LLC, Hammons of Sioux Falls, LLC, Hammons of Tulsa, LLC 9 Gardens SPE II LLC 25 Sagamore Partners, Ltd. 46 1100 Carnegie, LLC 49 18th St. Atrium LLC 59 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC 59.01 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC 59.02 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC 59.03 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC 59.04 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC 59.05 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC 59.06 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC 59.07 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC 59.08 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC 59.09 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC 59.10 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC 59.11 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC 59.12 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC 59.13 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC 59.14 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC 59.15 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC 59.16 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC 59.17 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC 59.18 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC 59.19 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC 59.20 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC 59.21 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC 59.22 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC 59.23 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC 59.24 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC 59.25 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC 59.26 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC 59.27 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC 59.28 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC 61 Food Circus of Red Bank, Inc., Food Circus of Wall, Inc. 61.01 Food Circus of Red Bank, Inc., Food Circus of Wall, Inc. 61.02 Food Circus of Red Bank, Inc., Food Circus of Wall, Inc. 62 GVSC L.P. 65 Inland American Malden, L.L.C. 67 Jessica, LLC 68 Four C's III, LLC; Wallkill Center, LLC 79 Inland American Swampscott, L.L.C. 91 Inland Western San Antonio HQ Limited Partnership 99 Inland American Framingham, L.L.C. 102 Willis Heatherbrae LLC; Lippert Heatherbrae LLC; GM Heatherbrae II, LLC; Strong Heatherbrae LLC; WC Heatherbrae LLC; J Redding Heatherbrae LLC; D Redding Heatherbrae LLC; S Benner Heatherbrae LLC; M Benner Heatherbrae LLC; Ratzlaf Heatherbrae LLC; Shim He 109 Inland American Bristol, L.L.C. 112 GAC Development LLC 132 Coast Business Center, Ltd. 148 550 West B Investors, LLC and 550 Fleenor Investors, LLC 157 280 Business Center, LLC 158 St. James Redevelopment, Ltd. 163 Modern Estates Park, LLC 175 WVN, LLC 178 Long Lake Properties, LLC; Warren & Kneff, LLC 180 Mirsa, LLC 181 Fort Knox Limited Partnership 181.01 Fort Knox Limited Partnership 181.02 Fort Knox Limited Partnership 183 Noah, LLC 186 Diamond Valley R.V. Park, LLC 187 Mexwest, LLC 191 Windsong Mobile Village Limited Partnership 194 Rancheria MHP, LLC 196 DBSI Highlander LLC, Ezell-Highlander LLC, Fifth Street Ventures-Highlander LLC, Gonzalez-Highlander LLC, Greco-Highlander LLC, I. Greco-Highlander LLC, Haren-Highlander LLC, E. Haren-Highlander LLC, Highlander Jac-Highlander LLC, Howard-Highlander LLC, H 215 Denver Square, LLC 220 Camarillo Motels, LLC 228 Thomas Crossroads Investments, Inc. 235 High Chaparral Properties, LLC 237 Asbury, LLC 239 DMPlaza LLC 242 Petersburg BL, LLC 247 Anne M. Schwerdt Investments, LLC 248 Wagner MHP, LLC 248.01 Wagner MHP, LLC 248.02 Wagner MHP, LLC 249 73 Troy Road LLC 250 Deerfield Commons, L.P. 253 4878 Realty, Inc. 269 R&R Communities, LLC Loan # Property Address City State Zip Code County - ------- ------------------------------------ ---------------- ------- -------- --------------- 5 Various Various Various Various Various 5.01 1040 P Street Lincoln NE 68508 Lancaster 5.02 6808 South 107th East Avenue Tulsa OK 74133 Tulsa 5.03 1000 Woodward Place NE Albuquerque NM 87102 Bernalillo 5.04 2 West Reno Avenue Oklahoma City OK 73102 Oklahoma 5.05 1211 North West Avenue Sioux Falls SD 57104 Minnehaha 5.06 5035 International Boulevard North Charleston SC 29418 Charleston 9 73545 El Paseo Palm Desert CA 92260 Riverside 25 1671 Collins Avenue Miami Beach FL 33139 Miami-Dade 46 1100 Carnegie Avenue Cleveland OH 44115 Cuyahoga 49 1890 Wynkoop Street Denver CO 80202 Denver 59 Various Various Various Various Various 59.01 1350 Grandview Road Craig Beach OH 44429 Mahoning 59.02 747 Wooster Road North Barberton OH 44203 Summit 59.03 3626 Cleveland Road South Canton OH 44707 Stark 59.04 1345 First Street Moundsville WV 26041 Marshall 59.05 835 7th Street Parkersburg WV 26101 Wood 59.06 4180 US Route 133 Williamsburg OH 45176 Clermont 59.07 555 South Street Warren OH 44483 Trumbull 59.08 120 Plum Street East Canton OH 44730 Stark 59.09 10787 Ensley Square Northeast Bolivar OH 44612 Tuscarawas 59.10 1622 Cleveland Road Sandusky OH 44870 Erie 59.11 330 East Main Street Xenia OH 45385 Greene 59.12 477 Oberlin Road Elyria OH 44035 Lorain 59.13 1016 East State Street Athens OH 45701 Athens 59.14 125 East Main Street Orwell OH 44076 Ashtabula 59.15 662 West Main Street Blanchester OH 45107 Clinton 59.16 8990 United Lane Athens OH 45701 Athens 59.17 11180 Chardon Road Chardon OH 44024 Geauga 59.18 115 Citizens Parkway Bluffton OH 45817 Allen 59.19 5626 State Route 6 Andover OH 44003 Ashtabula 59.20 3881 Columbus Road Centerburg OH 43011 Knox 59.21 3274 Winfield Road Winfield WV 25213 Putnam 59.22 707 West Emmitt Avenue Waverly OH 45690 Pike 59.23 223 East Kiracofe Avenue Elida OH 45807 Allen 59.24 18005 State Route 78 Caldwell OH 43724 Noble 59.25 10891 West Main Street South Webster OH 45682 Scioto 59.26 25 West Buckeye Street West Salem OH 44287 Wayne 59.27 6711 Gilead Street Whitehouse OH 43571 Lucas 59.28 27 South High Street Glouster OH 45732 Athens 61 Various Various NJ Various Monmouth 61.01 362 Broad Street Red Bank NJ 07701 Monmouth 61.02 18th Avenue and Route 35 Wall Township NJ 07719 Monmouth 62 111 West McNight Way Grass Valley CA 95949 Nevada 65 99 Charles Street Malden MA 02148 Middlesex 67 9420 & 9475A & B Briar Village Point Colorado Springs CO 80920 El Paso 68 505-511 Schutt Road Wallkill NY 10940 Orange 79 450 Paradise Road Swampscott MA 01907 Essex 91 6001 NW Loop 410 San Antonio TX 78238 Bexar 99 1224 Worcester Road Framingham MA 01702 Middlesex 102 10303 Southeast Bell Avenue Portland OR 97222 Clackamas 109 605 Metacom Avenue Bristol RI 02809 Bristol 112 225 South Broadway Rochester MN 55904 Olmsted 132 2121 East Coast Highway Corona Del Mar CA 92663 Orange 148 550 West B Street San Diego CA 92101 San Diego 157 2475 Doswell Avenue St. Paul MN 55108 Ramsey 158 3303 Chapel Creek Drive Dallas TX 75220 Dallas 163 14001 Western Avenue Dixmoor IL 60406 Cook 175 7221 & 7239 Van Nuys Boulevard Van Nuys CA 91405 Los Angeles 178 4908-4972 John R Road Troy MI 48085 Oakland 180 1601 Eastcrest Drive Charlotte NC 28205 Mecklenburg 181 Various Various MI Various Various 181.01 3870 Jackson Road Ann Arbor MI 48103 Washtenaw 181.02 39205 Ford Road Westland MI 48185 Wayne 183 6450 North Academy Boulevard Colorado Springs CO 80918 El Paso 186 344 North State Street San Jacinto CA 92583 Riverside 187 700 West Jackson Street Mexico MO 65265 Audrain 191 3200 South 7th Street Fort Pierce FL 34982 Saint Lucie 194 2502 & 2526 North 32nd Street Phoenix AZ 85008 Maricopa 196 701 Highlander Boulevard Arlington TX 76015 Tarrant ###-###-#### Highway 73 Denver NC 28037 Lincoln 220 165 East Daily Drive Camarillo CA 93010 Ventura 228 41 Aces Circle and 20 Tower Way Newnan GA 30265 Coweta ###-###-#### & 7591 West Battaglia Drive Casa Grande AZ 85222 Pinal 237 401 Asbury Pointe Drive Warsaw KY 41095 Gallatin 239 17846 Wika Road Apple Valley CA 92307 San Bernardino ###-###-#### South Crater Road Petersburg VA 23805 Petersburg City ###-###-#### Gull Road Kalamazoo MI 49048 Kalamazoo 248 Various Evansville IN Various Vanderburgh 248.01 334 Sequoia Lane Evansville IN 47712 Vanderburgh 248.02 2150 Oakhill Road Evansville IN 47711 Vanderburgh 249 73 Troy Road East Greenbush NY 12061 Rensselaer ###-###-#### Windmere Court Lafayette IN 47905 Tippecanoe ###-###-#### Arthur Kill Road Staten Island NY 10309 Richmond 269 32 Tuckerton Road Reading PA 19605 Berks Loan # Property Name Size Measure Interest Rate (%) - ------- ------------------------------------------------------- ------ ----------- ----------------- 5 JQH Hotel Portfolio 1431 Rooms 5.61000 5.01 Embassy Suites Lincoln 252 Rooms 5.61000 5.02 Renaissance Tulsa Hotel 300 Rooms 5.61000 5.03 Embassy Suites Albuquerque 261 Rooms 5.61000 5.04 Courtyard Marriott - Oklahoma City 225 Rooms 5.61000 5.05 Sheraton Sioux Falls 243 Rooms 5.61000 5.06 Residence Inn Charleston 150 Rooms 5.61000 9 The Gardens on El Paseo 200023 Square Feet 6.10000 25 The Sagamore Hotel 93 Rooms 6.54000 46 Hilton Garden Inn - Gateway 240 Rooms 6.96000 49 18 Street Atrium 109178 Square Feet 5.96000 59 Dollar General Portfolio 225664 Square Feet 6.57000 59.01 Dollar General - 1350 Grandview Road, Craig Beach, OH 8125 Square Feet 6.57000 59.02 Dollar General - 747 Wooster Road North, Barberton, OH 8125 Square Feet 6.57000 59.03 Dollar General - 3626 Cleveland Ave, Canton (South), OH 8125 Square Feet 6.57000 59.04 Dollar General - 1345 First Street, Moundsville, WV 8125 Square Feet 6.57000 59.05 Dollar General - 835 7th Street, Parkersburg, WV 8125 Square Feet 6.57000 59.06 Dollar General - 4180 US Route 133, Williamsburg, OH 8125 Square Feet 6.57000 59.07 Dollar General - 555 South Street, Warren, OH 9014 Square Feet 6.57000 59.08 Dollar General - 120 Plum Street North, East Canton, OH 8125 Square Feet 6.57000 59.09 Dollar General - 10787 Ensley Square NE, Bolivar, OH 8125 Square Feet 6.57000 59.10 Dollar General - 1622 Cleveland Road, Sandusky, OH 8125 Square Feet 6.57000 59.11 Dollar General - 330 East Main Street, Xenia, OH 8125 Square Feet 6.57000 59.12 Dollar General - 477 Oberlin Road, Elyria, OH 8125 Square Feet 6.57000 59.13 Dollar General - 1016 E State St, Athens OH 8000 Square Feet 6.57000 59.14 Dollar General - 125 E Main Street, Orwell, OH 8125 Square Feet 6.57000 59.15 Dollar General - 662 W Main Street, Blanchester, OH 8000 Square Feet 6.57000 59.16 Dollar General - 8990 United Lane, Athens, OH 8000 Square Feet 6.57000 59.17 Dollar General - 11180 Chardon Road, Chardon, OH 8125 Square Feet 6.57000 59.18 Dollar General - 115 Citizens Parkway Bluffton, OH 8125 Square Feet 6.57000 59.19 Dollar General - 5626 State Route 6, Andover, OH 8125 Square Feet 6.57000 59.20 Dollar General - 3881 Columbus Road, Centerburg, OH 8125 Square Feet 6.57000 59.21 Dollar General - 3274 Winfield Road, Winfield, WV 8125 Square Feet 6.57000 59.22 Dollar General - 707 W Emmitt Ave, Waverly, OH 8000 Square Feet 6.57000 59.23 Dollar General - 223 Kiracofe Ave, Elida, OH 8125 Square Feet 6.57000 59.24 Dollar General - 18005 State Route 78, Caldwell, OH 8000 Square Feet 6.57000 59.25 Dollar General - 10891 W Main St, South Webster, OH 8000 Square Feet 6.57000 59.26 Dollar General - 25 W Buckeye St, West Salem, OH 7200 Square Feet 6.57000 59.27 Dollar General - 6711 Gilead Street, Whitehouse, OH 8000 Square Feet 6.57000 59.28 Dollar General - 27 S High Street, Glouster, OH 7200 Square Feet 6.57000 61 Food Circus Supermarket 84604 Square Feet 6.23000 61.01 Food Circus - Red Bank, NJ 46500 Square Feet 6.23000 61.02 Food Circus - Wall Township, NJ 38104 Square Feet 6.23000 62 Grass Valley Shopping Center 151270 Square Feet 5.63000 65 Stop & Shop (Malden, MA) 79229 Square Feet 5.17000 67 Pine Creek Village 80625 Square Feet 6.67000 68 Wallkill Town Center 109795 Square Feet 6.17000 79 Stop & Shop (Swampscott, MA) 65268 Square Feet 5.17000 91 HQ Building 91862 Square Feet 5.00000 99 Stop & Shop (Framingham, MA) 64917 Square Feet 5.17000 102 Heatherbrae Commons 174 Units 5.65000 109 Stop & Shop (Bristol, RI) 63128 Square Feet 5.01000 112 Hilton Garden Inn - Rochester 143 Rooms 5.83000 132 Coast Business Center 35378 Square Feet 5.65000 148 550 W. B Street 26439 Square Feet 6.40000 157 280 Business Center 97334 Square Feet 5.74000 158 Casa Place Apartments 194 Units 5.76000 163 Modern Estates MHC 210 Pads 6.46000 175 Albertsons Van Nuys Center 13001 Square Feet 6.07000 178 Long Lake Retail Center 22073 Square Feet 5.97000 180 Mountcrest 124 Units 6.24000 181 Fort Knox Self Storage 1322 Units 6.37000 181.01 Jackson Road 784 Units 6.37000 181.02 Ford Road 538 Units 6.37000 183 Candlewood Suites 122 Rooms 6.70000 186 Diamond Valley RV Resort 210 Pads 5.95000 187 West Plaza Shopping 119219 Square Feet 5.86000 191 Windsong Mobile Village 152 Pads 5.91000 194 Rancheria & Grandview MHC 120 Pads 6.25000 196 701 Highlander Office Building 72518 Square Feet 6.41000 215 Pilot Knob 20031 Square Feet 6.08000 220 Day's Inn - Camarrillo 82 Rooms 6.61000 228 Crossroads Mini Storage 273 Units 6.40000 235 High Chaparral MHP 239 Pads 6.35000 237 Asbury Pointe MHC 140 Pads 6.17000 239 Desert Mountain Plaza 26724 Square Feet 5.86000 242 Walmart Plaza - Petersburg 12200 Square Feet 5.89000 247 Walgreens (Kalamazoo, MI) 14820 Square Feet 6.18000 248 Wagner MHP 145 Pads 6.88000 248.01 Wagner MHP West 97 Pads 6.88000 248.02 Wagner MHP East 48 Pads 6.88000 249 73 Troy Road 24521 Square Feet 6.43500 250 Deerfield Commons 98 Units 6.29000 ###-###-#### Arthur Kill Road 5900 Square Feet 6.54000 269 Valley View Tuckerton MHC 74 Pads 6.53000 Loan # Net Mortgage Interest Rate Original Balance Cutoff Balance Term Rem. Term Maturity/ARD Date Amort. Term - ------- -------------------------- ---------------- -------------- ---- --------- ----------------- ----------- 5 5.58945 152,000,000 151,704,871 120 118 04/11/16 360 5.01 31,807,407 31,745,649 120 118 360 5.02 31,432,099 31,371,069 120 118 360 5.03 27,679,012 27,625,270 120 118 360 5.04 25,896,296 25,846,015 120 118 360 5.05 20,266,667 20,227,316 120 118 360 5.06 14,918,519 14,889,552 120 118 360 9 6.06945 81,480,000 81,480,000 120 120 06/11/16 0 25 6.51945 31,500,000 31,500,000 120 118 04/11/16 0 46 6.93945 17,785,000 17,785,000 120 120 06/11/16 360 49 5.93945 17,545,000 17,545,000 120 119 05/11/16 360 59 6.48945 14,250,000 14,250,000 120 120 06/11/16 360 59.01 559,866 559,866 120 120 360 59.02 559,866 559,866 120 120 360 59.03 559,866 559,866 120 120 360 59.04 557,366 557,366 120 120 360 59.05 544,980 544,980 120 120 360 59.06 536,881 536,881 120 120 360 59.07 532,595 532,595 120 120 360 59.08 528,902 528,902 120 120 360 59.09 528,902 528,902 120 120 360 59.10 526,402 526,402 120 120 360 59.11 526,402 526,402 120 120 360 59.12 526,401 526,401 120 120 360 59.13 505,437 505,437 120 120 360 59.14 497,937 497,937 120 120 360 59.15 497,936 497,936 120 120 360 59.16 496,006 496,006 120 120 360 59.17 495,437 495,437 120 120 360 59.18 495,437 495,437 120 120 360 59.19 495,437 495,437 120 120 360 59.20 495,437 495,437 120 120 360 59.21 495,437 495,437 120 120 360 59.22 495,436 495,436 120 120 360 59.23 476,858 476,858 120 120 360 59.24 469,867 469,867 120 120 360 59.25 469,471 469,471 120 120 360 59.26 466,972 466,972 120 120 360 59.27 464,472 464,472 120 120 360 59.28 443,994 443,994 120 120 360 61 6.20945 14,000,000 14,000,000 120 120 06/11/16 360 61.01 7,561,497 7,561,497 120 120 360 61.02 6,438,503 6,438,503 120 120 360 62 5.60945 14,000,000 14,000,000 120 119 05/11/16 0 65 5.14945 12,752,742 12,752,742 60 60 06/11/11 0 67 6.64945 12,700,000 12,700,000 180 180 06/11/21 360 68 6.14945 12,600,000 12,600,000 120 120 06/11/16 360 79 5.14945 11,066,477 11,066,477 60 60 06/11/11 0 91 4.97945 9,978,080 9,978,080 60 57 03/11/11 0 99 5.14945 9,268,514 9,268,514 60 60 06/11/11 0 102 5.62945 9,000,000 9,000,000 120 120 06/11/16 360 109 4.98945 8,368,067 8,368,067 60 60 06/11/11 0 112 5.80945 8,200,000 8,176,976 120 118 04/11/16 300 132 5.62945 6,500,000 6,500,000 120 119 05/11/16 0 148 6.37945 5,520,000 5,520,000 120 120 06/11/16 360 157 5.71945 5,100,000 5,090,117 120 118 04/11/16 360 158 5.73945 5,000,000 5,000,000 120 120 06/11/16 360 163 6.43945 5,000,000 4,990,653 120 119 05/11/16 240 175 6.04945 4,400,000 4,400,000 120 119 05/11/16 360 178 5.94945 4,200,000 4,200,000 120 120 06/11/16 360 180 6.21945 4,100,000 4,100,000 120 120 06/01/16 360 181 6.34945 4,000,000 3,996,999 60 59 05/11/11 360 181.01 2,372,163 2,370,384 60 59 360 181.02 1,627,837 1,626,615 60 59 360 183 6.67945 3,900,000 3,900,000 120 120 06/11/16 300 186 5.92945 3,825,000 3,817,924 120 118 04/11/16 360 187 5.83945 3,725,000 3,725,000 120 118 04/11/16 360 191 5.88945 3,625,000 3,618,234 120 118 04/11/16 360 194 6.22945 3,450,000 3,447,325 60 59 05/11/11 360 196 6.38945 3,422,155 3,422,155 120 119 05/11/16 360 215 5.98945 2,666,000 2,663,837 120 119 05/01/16 360 220 6.58945 2,500,000 2,500,000 120 120 06/11/16 300 228 6.37945 2,305,000 2,299,140 120 118 04/11/16 300 235 6.32945 2,194,000 2,194,000 120 120 06/11/16 360 237 6.14945 2,150,000 2,146,214 120 118 04/11/16 360 239 5.83945 2,000,000 2,000,000 120 118 04/11/16 360 242 5.86945 1,920,000 1,920,000 120 120 06/11/16 360 247 6.15945 1,750,000 1,750,000 120 120 06/11/16 0 248 6.85945 1,700,000 1,698,898 120 119 05/11/16 360 248.01 1,128,745 1,128,013 120 119 360 248.02 571,255 570,885 120 119 360 249 6.41445 1,689,000 1,687,756 120 119 05/11/16 360 250 6.22945 1,683,000 1,681,709 120 119 05/11/16 360 253 6.51945 1,600,000 1,596,255 120 117 03/11/16 360 269 6.50945 960,000 958,444 60 58 04/11/11 360 Loan # Rem. Amort. Monthly Debt Service Servicing Fee Rate Accrual Type ARD (Y/N) - ------- ----------- -------------------- ------------------ ------------ --------- 5 358 869,741 Actual/360 No 5.01 358 5.02 358 5.03 358 5.04 358 5.05 358 5.06 358 9 0 419,943 Actual/360 No 25 0 174,059 Actual/360 No 46 360 117,847 Actual/360 No 49 360 104,740 Actual/360 No 59 360 90,727 Actual/360 Yes 59.01 360 59.02 360 59.03 360 59.04 360 59.05 360 59.06 360 59.07 360 59.08 360 59.09 360 59.10 360 59.11 360 59.12 360 59.13 360 59.14 360 59.15 360 59.16 360 59.17 360 59.18 360 59.19 360 59.20 360 59.21 360 59.22 360 59.23 360 59.24 360 59.25 360 59.26 360 59.27 360 59.28 360 61 360 86,018 Actual/360 No 61.01 360 61.02 360 62 0 66,596 Actual/360 No 65 0 54,943 30/360 Yes 67 360 81,698 Actual/360 No 68 360 76,926 Actual/360 No 79 0 47,678 30/360 Yes 91 0 41,575 30/360 No 99 0 39,932 30/360 Yes 102 360 51,951 Actual/360 No 109 0 34,937 30/360 Yes 112 298 51,984 Actual/360 No 132 0 31,029 Actual/360 No 148 360 34,528 Actual/360 No 157 358 29,730 Actual/360 No 158 360 29,210 Actual/360 No 163 239 37,161 Actual/360 No 175 360 26,579 Actual/360 No 178 360 25,100 Actual/360 No 180 360 25,218 Actual/360 No 181 359 24,942 Actual/360 No 181.01 359 181.02 359 183 300 26,823 Actual/360 No 186 358 22,810 Actual/360 No 187 360 21,999 Actual/360 No 191 358 21,524 Actual/360 No 194 359 21,242 Actual/360 No 196 360 21,428 Actual/360 No 215 359 16,121 Actual/360 No 220 300 17,052 Actual/360 No 228 298 15,420 Actual/360 No 235 360 13,652 Actual/360 No 237 358 13,126 Actual/360 No 239 360 11,812 Actual/360 No 242 360 11,376 Actual/360 No 247 0 9,138 Actual/360 No 248 359 11,173 Actual/360 No 248.01 359 248.02 359 249 359 10,604 Actual/360 No 250 359 10,406 Actual/360 No 253 357 10,155 Actual/360 No 269 358 6,087 Actual/360 No Loan # ARD Step Up (%) Title Type Crossed Loan - ------- --------------------------------------------------------------------- ------------- ------------ 5 Fee/Leasehold 5.01 Fee 5.02 Fee 5.03 Leasehold 5.04 Fee 5.05 Leasehold 5.06 Leasehold 9 Fee 25 Fee 46 Fee/Leasehold 49 Fee 59 Greater of 8.57% or the Treasury Rate plus two (2%) percentage points Fee 59.01 Fee 59.02 Fee 59.03 Fee 59.04 Fee 59.05 Fee 59.06 Fee 59.07 Fee 59.08 Fee 59.09 Fee 59.10 Fee 59.11 Fee 59.12 Fee 59.13 Fee 59.14 Fee 59.15 Fee 59.16 Fee 59.17 Fee 59.18 Fee 59.19 Fee 59.20 Fee 59.21 Fee 59.22 Fee 59.23 Fee 59.24 Fee 59.25 Fee 59.26 Fee 59.27 Fee 59.28 Fee 61 Fee 61.01 Fee 61.02 Fee 62 Fee 65 Lesser of 7.17% or maximum rate permitted by applicable law Fee 67 Fee 68 Fee 79 Lesser of 7.17% or maximum rate permitted by applicable law Fee 91 Fee 99 Lesser of 7.17% or maximum rate permitted by applicable law Fee 102 Fee 109 Lesser of 7.01% or maximum rate permitted by applicable law Fee 112 Fee 132 Fee 148 Fee 157 Fee 158 Fee 163 Fee 175 Fee 178 Fee 180 Fee 181 Fee 181.01 Fee 181.02 Fee 183 Fee 186 Fee 187 Fee 191 Fee 194 Fee 196 Fee 215 Fee 220 Fee 228 Fee 235 Fee 237 Fee 239 Fee 242 Fee 247 Fee 248 Fee 248.01 Fee 248.02 Fee 249 Fee 250 Fee 253 Fee 269 Fee/Leasehold Loan # Originator/Loan Seller - ------ ---------------------- 5 NCCI 5.01 NCCI 5.02 NCCI 5.03 NCCI 5.04 NCCI 5.05 NCCI 5.06 NCCI 9 NCCI 25 NCCI 46 NCCI 49 NCCI 59 NCCI 59.01 NCCI 59.02 NCCI 59.03 NCCI 59.04 NCCI 59.05 NCCI 59.06 NCCI 59.07 NCCI 59.08 NCCI 59.09 NCCI 59.10 NCCI 59.11 NCCI 59.12 NCCI 59.13 NCCI 59.14 NCCI 59.15 NCCI 59.16 NCCI 59.17 NCCI 59.18 NCCI 59.19 NCCI 59.20 NCCI 59.21 NCCI 59.22 NCCI 59.23 NCCI 59.24 NCCI 59.25 NCCI 59.26 NCCI 59.27 NCCI 59.28 NCCI 61 NCCI 61.01 NCCI 61.02 NCCI 62 NCCI 65 NCCI 67 NCCI 68 NCCI 79 NCCI 91 NCCI 99 NCCI 102 NCCI 109 NCCI 112 NCCI 132 NCCI 148 NCCI 157 NCCI 158 NCCI 163 NCCI 175 NCCI 178 NCCI 180 NCCI 181 NCCI 181.01 NCCI 181.02 NCCI 183 NCCI 186 NCCI 187 NCCI 191 NCCI 194 NCCI 196 NCCI 215 NCCI 220 NCCI 228 NCCI 235 NCCI 237 NCCI 239 NCCI 242 NCCI 247 NCCI 248 NCCI 248.01 NCCI 248.02 NCCI 249 NCCI 250 NCCI 253 NCCI 269 NCCI Loan # Guarantor - ------- --------------------------------------------------------------------------------------------------- 5 John Q. Hammons; Revocable Trust of John Q. Hammons 5.01 John Q. Hammons; Revocable Trust of John Q. Hammons 5.02 John Q. Hammons; Revocable Trust of John Q. Hammons 5.03 John Q. Hammons; Revocable Trust of John Q. Hammons 5.04 John Q. Hammons; Revocable Trust of John Q. Hammons 5.05 John Q. Hammons; Revocable Trust of John Q. Hammons 5.06 John Q. Hammons; Revocable Trust of John Q. Hammons 9 Davis Street Properties LLC 25 Martin W. Taplin 46 Harvey J. Schach 49 Kenneth Grant, Kurt Mosvold 59 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit, Jena Margalit, Annette E. Schenley 59.01 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit, Jena Margalit, Annette E. Schenley 59.02 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit, Jena Margalit, Annette E. Schenley 59.03 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit, Jena Margalit, Annette E. Schenley 59.04 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit, Jena Margalit, Annette E. Schenley 59.05 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit, Jena Margalit, Annette E. Schenley 59.06 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit, Jena Margalit, Annette E. Schenley 59.07 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit, Jena Margalit, Annette E. Schenley 59.08 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit, Jena Margalit, Annette E. Schenley 59.09 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit, Jena Margalit, Annette E. Schenley 59.10 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit, Jena Margalit, Annette E. Schenley 59.11 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit, Jena Margalit, Annette E. Schenley 59.12 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit, Jena Margalit, Annette E. Schenley 59.13 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit, Jena Margalit, Annette E. Schenley 59.14 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit, Jena Margalit, Annette E. Schenley 59.15 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit, Jena Margalit, Annette E. Schenley 59.16 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit, Jena Margalit, Annette E. Schenley 59.17 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit, Jena Margalit, Annette E. Schenley 59.18 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit, Jena Margalit, Annette E. Schenley 59.19 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit, Jena Margalit, Annette E. Schenley 59.20 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit, Jena Margalit, Annette E. Schenley 59.21 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit, Jena Margalit, Annette E. Schenley 59.22 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit, Jena Margalit, Annette E. Schenley 59.23 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit, Jena Margalit, Annette E. Schenley 59.24 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit, Jena Margalit, Annette E. Schenley 59.25 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit, Jena Margalit, Annette E. Schenley 59.26 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit, Jena Margalit, Annette E. Schenley 59.27 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit, Jena Margalit, Annette E. Schenley 59.28 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit, Jena Margalit, Annette E. Schenley 61 Food Circus Super Market of Middletown; Food Circus of Red Bank, Inc.; Food Circus of Wall, Inc. 61.01 Food Circus Super Market of Middletown; Food Circus of Red Bank, Inc.; Food Circus of Wall, Inc. 61.02 Food Circus Super Market of Middletown; Food Circus of Red Bank, Inc.; Food Circus of Wall, Inc. 62 James Gianulias 65 Inland American Malden, L.L.C. and Inland American Real Estate Trust, Inc. 67 Jannie H. Richardson 68 GFW Trust and Adrian Goddard 79 Inland American Swampscott, L.L.C. and Inland American Real Estate Trust, Inc. 91 Inland Western Retail Real Estate Trust, Inc. and Inland Western San Antonio HQ Limited Partnership 99 Inland American Framingham, L.L.C. and Inland American Real Estate Trust, Inc. 102 Thomas B. Brenneke, Kathleen Willis, Dwight Lippert, John Strong, Catherine M. Waller, Jacqueline Redding, David Redding, Suzanne Benner, Michael Benner, Carol E. Ratzlaf, Kyong Bok Shim, Riyadh Taila, Adam Forester 109 Inland American Bristol, L.L.C. and Inland American Real Estate Trust, Inc. 112 Gus A. Chafoulias 132 None 148 Eric M. Thies, Richard M. Fleenor, Stephen M. Dunn 157 Robert D. Salmen 158 Patrick T. Gillean 163 Steven H. Dukatt 175 Watt Commercial Enterprises, LLC 178 Laith F. Jonna and Faik Esshaki 180 Amir H. Farahany, Afsaneh Farahany 181 Leonard L. Grossman 181.01 Leonard L. Grossman 181.02 Leonard L. Grossman 183 Jannie Ho Duk Richardson; The Srko Family Limited Partnership 186 Yury Gampel 187 Theodore F. Beresford 191 Jack Rosenzweig, Clifford J. Dovitz, Marc Rosenzweig, Todd Rosenzweig 194 Kim W. Eggleston 196 DBSI Housing Inc., Douglas L. Swenson, James A. Callahan IV, John T. Ezell & Margaret A. Ezell, Kim Elaine Fleming, Juan P. Gonzalez & Kimberly N. Gonzalez, Isabel M. Greco, Sam J. Greco, Elizabeth P. Haren, Thomas M. Haren, Thomas M. Haren, Marilyn L. Ho 215 Harold M. Spivock, Munroe Spivock 220 Fahim Shah 228 Cynthia D. Knowles, William W. Knowles 235 Yury Gampel 237 Kurtis P. Keeney, Nathaniel Smith, Alice Sparks, Dennis R. Williams 239 Theodore F. Beresford 242 Alan Light 247 Anne M. Schwerdt 248 Gary W. Wagner 248.01 Gary W. Wagner 248.02 Gary W. Wagner 249 Martin J. Weber, Kenneth M. Raymond, Jr. 250 J. Timothy McGinley, R. Douglas Sylvester, Michael D. Emkes 253 Edwardo Ortes 269 Julian Ruiz, Jr. and Cherie Ruiz UPFRONT ESCROW --------------------------------------------------------------------------------------------- Loan # Letter of Credit Upfront CapEx Reserve Upfront Eng. Reserve Upfront Envir. Reserve Upfront TI/LC Reserve - ------- ---------------- --------------------- -------------------- ---------------------- --------------------- 5 No 0.00 0.00 0.00 0.00 5.01 No 5.02 No 5.03 No 5.04 No 5.05 No 5.06 No 9 No 0.00 0.00 0.00 0.00 25 No 0.00 0.00 0.00 0.00 46 No 0.00 0.00 0.00 0.00 49 No 0.00 343,750.00 0.00 0.00 59 No 0.00 34,672.00 0.00 0.00 59.01 No 59.02 No 59.03 No 59.04 No 59.05 No 59.06 No 59.07 No 59.08 No 59.09 No 59.10 No 59.11 No 59.12 No 59.13 No 59.14 No 59.15 No 59.16 No 59.17 No 59.18 No 59.19 No 59.20 No 59.21 No 59.22 No 59.23 No 59.24 No 59.25 No 59.26 No 59.27 No 59.28 No 61 No 0.00 85,000.00 0.00 0.00 61.01 No 61.02 No 62 1,000,000.0 0.00 166,250.00 0.00 0.00 65 No 0.00 0.00 0.00 0.00 67 No 0.00 0.00 0.00 125,000.00 68 No 0.00 21,605.00 0.00 0.00 79 No 0.00 0.00 0.00 0.00 91 No 0.00 0.00 0.00 0.00 99 No 0.00 0.00 0.00 0.00 102 No 0.00 0.00 0.00 0.00 109 No 0.00 0.00 0.00 0.00 112 No 0.00 0.00 0.00 0.00 132 No 0.00 0.00 0.00 0.00 148 No 0.00 0.00 0.00 0.00 157 No 0.00 0.00 0.00 0.00 158 No 0.00 0.00 0.00 0.00 163 1,000,000.0 0.00 0.00 0.00 0.00 175 No 0.00 1,250.00 0.00 0.00 178 No 0.00 0.00 0.00 0.00 180 No 0.00 71,250.00 0.00 0.00 181 No 0.00 0.00 15,000.00 0.00 181.01 No 181.02 No 183 No 0.00 0.00 0.00 0.00 186 No 0.00 3,125.00 0.00 0.00 187 No 174,266.00 3,750.00 0.00 0.00 191 No 0.00 25,000.00 0.00 0.00 194 No 0.00 0.00 0.00 0.00 196 No 0.00 7,500.00 0.00 0.00 215 No 6,100.00 0.00 0.00 30,000.00 220 No 0.00 0.00 375.00 0.00 228 No 0.00 625.00 0.00 50,000.00 235 No 0.00 0.00 0.00 0.00 237 No 0.00 0.00 0.00 0.00 239 No 0.00 4,375.00 0.00 0.00 242 No 0.00 0.00 0.00 0.00 247 No 0.00 0.00 0.00 0.00 248 No 0.00 0.00 0.00 0.00 248.01 No 248.02 No 249 No 50,000.00 3,750.00 0.00 0.00 250 No 0.00 4,500.00 0.00 0.00 253 No 0.00 650.00 0.00 0.00 269 No 0.00 37,500.00 0.00 0.00 UPFRONT ESCROW MONTHLY ESCROW --------------------------------------------------------------------- --------------------- Loan # Upfront RE Tax Reserve Upfront Ins. Reserve Upfront Other Reserve Monthly Capex Reserve - ------- ---------------------- -------------------- --------------------- --------------------- 5 0.00 0.00 0.00 0.00 5.01 5.02 5.03 5.04 5.05 5.06 9 212,816.08 0.00 0.00 0.00 25 158,018.87 57,458.22 0.00 0.00 46 34,240.31 64,500.00 0.00 23780.00 49 79,394.40 8,141.23 353,480.00 1819.67 59 30,712.75 7,421.83 0.00 1882.00 59.01 59.02 59.03 59.04 59.05 59.06 59.07 59.08 59.09 59.10 59.11 59.12 59.13 59.14 59.15 59.16 59.17 59.18 59.19 59.20 59.21 59.22 59.23 59.24 59.25 59.26 59.27 59.28 61 38,672.67 0.00 0.00 0.00 61.01 61.02 62 0.00 0.00 0.00 0.00 65 0.00 0.00 0.00 0.00 67 0.00 17,248.00 2,100,000.00 690.84 68 40,776.24 2,250.00 0.00 1006.42 79 0.00 0.00 0.00 0.00 91 0.00 0.00 0.00 0.00 99 0.00 0.00 0.00 0.00 102 83,454.29 1,777.00 0.00 3262.50 109 0.00 0.00 0.00 0.00 112 107,073.17 3,623.17 0.00 12420.00 132 0.00 0.00 0.00 0.00 148 22,722.25 1,182.67 0.00 332.25 157 58,983.17 1,761.08 0.00 811.12 158 64,920.75 34,021.22 0.00 4041.67 163 33,846.28 6,948.00 0.00 0.00 175 13,386.08 0.00 25,000.00 162.50 178 14,681.67 2,127.92 0.00 185.08 180 45,055.09 39,042.00 3,086.00 2583.33 181 57,835.13 4,773.33 0.00 1969.00 181.01 181.02 183 8,344.21 9,843.22 160,935.50 5045.50 186 12,920.03 3,525.00 927.50 0.00 187 48,512.90 4,422.75 0.00 0.00 191 28,048.46 836.83 0.00 633.33 194 6,479.75 1,537.83 0.00 0.00 196 93,088.33 1,506.67 0.00 0.00 215 7,443.95 653.75 0.00 167.00 220 10,753.01 7,199.17 54,937.50 4350.08 228 7,708.00 8,113.50 0.00 733.17 235 1,009.67 1,719.17 0.00 0.00 237 3,791.67 7,471.08 0.00 583.34 239 7,136.78 5,920.50 0.00 221.00 242 862.62 420.84 0.00 153.00 247 0.00 0.00 0.00 0.00 248 2,353.26 678.00 0.00 0.00 248.01 248.02 249 14,476.73 2,391.48 8,000.00 408.67 250 3,644.75 6,933.24 0.00 2041.67 253 2,556.56 813.34 0.00 73.75 269 4,147.67 981.45 1,575.00 0.00 MONTHLY ESCROW ---------------------------------------------------------------------------------------------- Loan # Monthly Envir. Reserve Monthly TI/LC Reserve Monthly RE Tax Reserve Monthly Ins. Reserve - ------- ---------------------- --------------------- ---------------------- -------------------- 5 0.00 0.00 0.00 0.00 5.01 5.02 5.03 5.04 5.05 5.06 9 0.00 0.00 70938.69 0.00 25 0.00 0.00 26336.48 28729.11 46 0.00 0.00 34240.31 7166.67 49 0.00 9098.17 15878.88 4070.62 59 0.00 0.00 15356.38 3710.92 59.01 59.02 59.03 59.04 59.05 59.06 59.07 59.08 59.09 59.10 59.11 59.12 59.13 59.14 59.15 59.16 59.17 59.18 59.19 59.20 59.21 59.22 59.23 59.24 59.25 59.26 59.27 59.28 61 0.00 0.00 19336.33 0.00 61.01 61.02 62 0.00 0.00 0.00 0.00 65 0.00 0.00 0.00 0.00 67 0.00 5,181.09 11312.73 2156.00 68 0.00 0.00 6796.04 1125.00 79 0.00 0.00 0.00 0.00 91 0.00 0.00 0.00 0.00 99 0.00 0.00 0.00 0.00 102 0.00 0.00 10431.79 1777.00 109 0.00 0.00 0.00 0.00 112 0.00 0.00 15296.17 3623.17 132 0.00 0.00 0.00 0.00 148 0.00 2215.08 7574.08 591.33 157 0.00 2,271.13 8426.17 1761.08 158 0.00 0.00 7213.42 3092.84 163 0.00 0.00 8461.57 868.50 175 0.00 541.67 2231.01 0.00 178 0.00 1665.75 1740.39 425.58 180 0.00 0.00 4505.51 3253.50 181 0.00 0.00 9639.19 2386.67 181.01 181.02 183 0.00 0.00 4172.11 1230.40 186 0.00 0.00 1845.72 587.50 187 0.00 0.00 6930.41 1474.25 191 0.00 0.00 4006.92 418.42 194 0.00 0.00 2159.92 768.91 196 0.00 0.00 18617.67 753.33 215 0.00 1335.42 827.11 217.92 220 0.00 0.00 2688.25 1439.83 228 0.00 458.33 1927.00 901.50 235 0.00 0.00 504.84 859.58 237 0.00 0.00 758.33 830.12 239 0.00 1437.00 1427.36 986.75 242 0.00 763.00 862.62 210.42 247 0.00 0.00 0.00 0.00 248 0.00 0.00 1176.63 339.00 248.01 248.02 249 0.00 1142.50 2895.35 341.64 250 0.00 0.00 3644.75 1733.31 253 0.00 491.67 639.14 813.34 269 0.00 0.00 2073.83 490.73 MONTHLY ESCROW --------------------- Loan # Monthly Other Reserve Grace Period Lockbox In-place Property Type Defeasance Permitted Loan Group - ------- --------------------- ------------ ---------------- -------------------- -------------------- ---------- 5 0.00 0 Yes Hotel Yes 1 5.01 0 Yes Hotel Yes 1 5.02 0 Yes Hotel Yes 1 5.03 0 Yes Hotel Yes 1 5.04 0 Yes Hotel Yes 1 5.05 0 Yes Hotel Yes 1 5.06 0 Yes Hotel Yes 1 9 0.00 0 Yes Retail Yes 1 25 0.00 0 No Hotel Yes 1 46 0.00 0 Yes Hotel Yes 1 49 0.00 0 Yes Office Yes 1 59 0.00 0 No Retail Yes 1 59.01 0 No Retail Yes 1 59.02 0 No Retail Yes 1 59.03 0 No Retail Yes 1 59.04 0 No Retail Yes 1 59.05 0 No Retail Yes 1 59.06 0 No Retail Yes 1 59.07 0 No Retail Yes 1 59.08 0 No Retail Yes 1 59.09 0 No Retail Yes 1 59.10 0 No Retail Yes 1 59.11 0 No Retail Yes 1 59.12 0 No Retail Yes 1 59.13 0 No Retail Yes 1 59.14 0 No Retail Yes 1 59.15 0 No Retail Yes 1 59.16 0 No Retail Yes 1 59.17 0 No Retail Yes 1 59.18 0 No Retail Yes 1 59.19 0 No Retail Yes 1 59.20 0 No Retail Yes 1 59.21 0 No Retail Yes 1 59.22 0 No Retail Yes 1 59.23 0 No Retail Yes 1 59.24 0 No Retail Yes 1 59.25 0 No Retail Yes 1 59.26 0 No Retail Yes 1 59.27 0 No Retail Yes 1 59.28 0 No Retail Yes 1 61 0.00 0 No Retail Yes 1 61.01 0 No Retail Yes 1 61.02 0 No Retail Yes 1 62 0.00 0 No Retail No 1 65 0.00 0 No Retail No 1 67 0.00 0 Yes Office Yes 1 68 0.00 0 No Retail Yes 1 79 0.00 0 No Retail No 1 91 0.00 0 No Retail No 1 99 0.00 0 No Retail No 1 102 0.00 0 No Multifamily No 2 109 0.00 0 No Retail No 1 112 0.00 0 Yes Hotel Yes 1 132 0.00 0 No Office No 1 148 0.00 0 No Office No 1 157 0.00 0 Yes Industrial Yes 1 158 0.00 0 No Multifamily Yes 2 163 0.00 0 No Manufactured Housing Yes 2 175 0.00 0 No Retail Yes 1 178 0.00 0 No Retail Yes 1 180 0.00 0 Yes Multifamily Yes 2 181 0.00 0 No Self-Storage Yes 1 181.01 0 No Self-Storage Yes 1 181.02 0 No Self-Storage Yes 1 183 0.00 0 Yes Hotel Yes 1 186 0.00 0 Yes Manufactured Housing Yes 2 187 0.00 0 No Retail Yes 1 191 0.00 0 No Manufactured Housing Yes 2 194 0.00 0 No Manufactured Housing Yes 1 196 0.00 0 Yes Office Yes 1 215 0.00 0 No Retail Yes 1 220 0.00 0 Yes Hotel Yes 1 228 0.00 0 Yes Self-Storage Yes 1 235 0.00 0 No Manufactured Housing Yes 2 237 0.00 0 No Manufactured Housing Yes 2 239 0.00 0 No Retail Yes 1 242 0.00 0 No Retail Yes 1 247 0.00 0 No Retail Yes 1 248 0.00 0 No Manufactured Housing Yes 2 248.01 0 No Manufactured Housing Yes 2 248.02 0 No Manufactured Housing Yes 2 249 0.00 0 No Office Yes 1 250 0.00 0 No Multifamily Yes 2 253 0.00 0 Yes Retail Yes 1 269 0.00 0 No Manufactured Housing Yes 1 Loan # Servicing Group Final Maturity Date - ------ --------------- ------------------- 5 A 5.01 A 5.02 A 5.03 A 5.04 A 5.05 A 5.06 A 9 A 25 A 46 A 49 A 59 A 06/11/36 59.01 A 59.02 A 59.03 A 59.04 A 59.05 A 59.06 A 59.07 A 59.08 A 59.09 A 59.10 A 59.11 A 59.12 A 59.13 A 59.14 A 59.15 A 59.16 A 59.17 A 59.18 A 59.19 A 59.20 A 59.21 A 59.22 A 59.23 A 59.24 A 59.25 A 59.26 A 59.27 A 59.28 A 61 A 61.01 A 61.02 A 62 A 65 A 06/11/31 67 A 68 A 79 A 06/11/31 91 A 99 A 06/11/31 102 A 109 A 06/11/31 112 A 132 A 148 A 157 A 158 A 163 A 175 A 178 A 180 A 181 A 181.01 A 181.02 A 183 A 186 A 187 A 191 A 194 A 196 A 215 A 220 A 228 A 235 A 237 A 239 A 242 A 247 A 248 A 248.01 A 248.02 A 249 A 250 A 253 A 269 A
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 A - Ground Leases JQH Hotel Portfolio - Fee/Leasehold Embassy Suites Albuquerque JQH Hotel Portfolio - Leasehold Residence Inn Charleston JQH Hotel Portfolio - Fee/Leasehold Sheraton Sioux Falls Hilton Garden Inn - Fee/Leasehold Gateway Valley View MHP Fee/Leasehold EXHIBIT C JPMCC 2005-LDP7 EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES Representation # (4) Loan Loan Name Description of Exception Number - -------------------------------------------------------------------------------- Deerfield Common The property is subject to low income housing Apartments project leasing and rent requirements set by the Indiana Housing Financing Authority. Windsong Mobile There is an existing lien against the property Village in the amount of $5,000 due to fines for prior code violations. Mortgagor is disputing the fines. The title company agreed to insure over the lien. Representation # (6) Loan Loan Name Description of Exception Number - -------------------------------------------------------------------------------- Deerfield Common The property is subject to low income housing Apartments project leasing and rent requirements set by the Indiana Housing Financing Authority. Windsong Mobile There is an existing lien against the property Village in the amount of $5,000 due to fines for prior code violations. Mortgagor is disputing the fines. The title company agreed to insure over the lien. JQH Portfolio The property also secures a $10,000,000 B note that is subject to a subordination and/or standstill agreement. Representation # (8) Loan Loan Name Description of Exception Number - -------------------------------------------------------------------------------- Deerfield Common The Property is subject to low income housing Apartments project leasing and rent requirements set by the Indiana Housing Financing Authority. Representation # (10(a)) Loan Loan Name Description of Exception Number - -------------------------------------------------------------------------------- Hilton Garden Inn - Although liable as related to such act of Gateway Mortgagor, or any of its principals, officers or general partners, managers or members, or any agent of any such persons, Mortgagor and indemnitor are not liable for costs as a result of damage to the property as a result of the intentional misconduct or gross negligence of any employee or for fraud or material misrepresentation by any employee of the Mortgagor. HQ Building, Stop & Only the mortgagor is liable for a breach of Shop (Bristol, RI), the environmental covenants. Liability does not Stop & Shop go to actual waste but to acts related to the (Framingham, MA), removal or disposal of any portion of the Stop & Shop property after an event of default. (Malden, MA), Stop & Shop (Swampscott, MA) Coast Business Only the mortgagor is liable for the e Center, Grass environmental covenants. There is no entity or Valley warm body on the remaining carveouts. Gardens on El Paseo Only the mortgagor is liable for the environmental covenants. JQH Poartfolio The property also secures a $10,000,000 B note that is subject to a subordination and/or standstill agreement. 550 West B Street, Liability for each tenant in common is limited 701 Highlander, to their contribution. Dollar General Portfolio, Long Lake Retail Center, Heatherbrae Heatherbrae With respect to the bankruptcy carveout, each guarantor is fully liable only if its specific mortgagor causes the property to become an asset in a bankruptcy proceeding. Deerfield Common Each individual indemnitor shall not be fully Apartments liable in the event that another indemnitor (i) becomes involved in any proceeding for dissolution or liquidation, (ii) has colluded with other creditors to cause an involuntary bankruptcy, or (iii) contests or interferes with Lender's remedies. Representation # (12) Loan Loan Name Description of Exception Number - -------------------------------------------------------------------------------- Dollar General A portion of the collateral may be released Portfolio with a payment of 110% of the loan amount subject to Lender's reasonable consent via DSCR and LTV tests. Representation #(14(c)) Loan Loan Name Description of Exception Number - -------------------------------------------------------------------------------- Stop & Shop The anticipated repayment date is five years (Bristol, RI), Stop following the date of origination. & Shop (Framingham, MA), Stop & Shop (Malden, MA), Stop & Shop (Swampscott, MA) Representation # (16) Loan Loan Name Description of Exception Number - -------------------------------------------------------------------------------- Troy Road Despite the mortgage property including legally non-conforming parking, the requirement for law and ordinance insurance was waived due to the large portion of the mortgage property that remains unimproved and available for additional parking. This waiver is subject to the unimproved portion not being partially released per the mortgage. JQH Hotel Portfolio Mortgagor covenanted to reconfigure the parking lot at the Albuquerque property to include an additional 18 spaces. Windsong Mobile There is an existing lien against the property Village in the amount of $5,000 due to fines for prior code violations. Mortgagor is disputing the fines. The title company agreed to insure over the lien. Windsong Mobile Mobile home parks are not allowed in the Village commercial district but the existing property predates the revisions to the zoning ordinance. Despite the mortgage property being classified as legally non-conforming with respect to use, the requirement for law and ordinance insurance was waived as the insurance does not cover property use. Mortgagor is permitted to rebuild provided less than 50% of the property is destroyed. Candlewood Suites The property conforms with zoning provided that one additional parking space is provided/striped. Mortgagor shall add the parking space if required by any applicable governmental authority. Additionally, the plat requires the owner of the hotel property to own the tract referred to as "Tract A" which is not owned prior to the closing of the loan. The city provided a letter indicating that the Mortgagor will not be penalized by the city due to past failure to comply with the plat requirement. The Mortgagor and guarantor provided a recourse carveout for any loss related to the past failure to own Tract A. Wallkill The property is missing some certificates of occupancy. The Borrower has signed a recourse carveout for any related loses if not provided within ninety days of closing. Representation # (17) Loan Loan Name Description of Exception Number - -------------------------------------------------------------------------------- West Plaza The tax lot covering the property also covers real property that is not collateral. The Mortgagor is required to promptly file a separate tax lot application. The entire tax lot's assessments are taken into account in calculating the impound account deposits. Asbury Pointe MHP The property is currently assessed with an adjoining property. The mortgaged property will be separate tax parcel as of 01/01/07. The Mortgagor provided a carveout for any related loses. Representation # (19)(a) Loan Loan Name Description of Exception Number - -------------------------------------------------------------------------------- HQ Building, Stop & An immediate repair reserve was not collected Shop (Bristol, RI), at closing; however, the Mortgagor is required Stop & Shop to repair all items that are life safety or (Framingham, MA), code violations within nine months of closing. Stop & Shop If Mortgagor fails to repair items that are (Malden, MA), Stop life safety, code violations or are greater & Shop (Swampscott, than 0.10% of the loan amount within nine MA) months of closing, the Mortgagor is required to escrow funds equivalent to the related Deferred Maintenance costs identified by Engineer. Gardens on El An escrow for immediate repairs was not taken Paseo, Dollar at closing. General Windsong Mobile 22 units at the subject property were damaged Village by Hurricane Francis and Jean. 17 of these units are back online. Of the 5 remaining units, 2 are in permit process, 1 is in the beginning stage of permit process, 1 is vacant and 1 unit is set to be demolished. 1 unit at the subject property was damaged by Hurricane Wilma. It is now in permit process. Representation # (20) ALL Loan Loan Name Description of Exception Number - -------------------------------------------------------------------------------- JQH Portfolio The principal of the Mortgagor is the holder of a bond of the City of Albuquerque on the New Mexico Property, but it was paid down to the amount of $10,000 on the closing date. In addition, the lender obtained a pledge of this bond. As part of this financing, the property was ground leased to the Mortgagor who shall purchase the land at the end of the lease term, which expires during the loan term, for $1. The City of Albuquerque assigned all of its interest in the ground lease to the principal of the Mortgagor. The principal executed a subordination agreement and signed a joinder to the mortgage for the purpose of mortgaging their fee interest. Other than the representation that such ground lease has been recorded, this ground lease does not conform with any of the following representations and warranties. Representation # (22) Loan Loan Name Description of Exception Number - -------------------------------------------------------------------------------- All Nomura Loans Nomura generally requires an AM Best rating of A:IX. HQ Building, Stop & If any of the policies of insurance contain an Shop (Bristol, RI), exclusion from coverage for acts of terrorism, Stop & Shop Mortgagor shall not be required to obtain such (Framingham, MA), coverage provided (I) an Inland entity executes Stop & Shop a guaranty, in form and substance satisfactory (Malden, MA), Stop to Lender, guaranteeing in the event of any act & Shop (Swampscott, of terrorism, payment to Lender of any sums MA) that would have been payable to Lender under such coverage (which shall be applied by Lender in accordance with 6.4 hereof), and (II) the Inland entity maintains a net worth of at least $300,000,000 (as determined by such entity's most recent audited financial statements), such entity maintains a direct or indirect ownership interest in Mortgagor, and the aggregate loan to value ratio (as determined by Lender) ("LTV") for all properties on which such entity has a direct or indirect ownership interest shall not exceed 60%, however, the Inland entity may exceed the 60% LTV for a period not to exceed six (6) months out of any twelve (12) month period either (1) during the time period when the Inland entity is offering securities to the public or 2) when in the business judgment of the Inland entity, exceeding an LTV of 60% is necessary given existing circumstances of the credit environment, but in no event shall the LTV exceed 65% if the Inland entity maintains a net worth greater than or equal to $300,000,000, but less than $400,000,000, or 70% if the Inland entity maintains a net worth of at least $400,000,000. Stop & Shop Tenant may self insure. (Bristol, RI), Stop & Shop (Framingham, MA), Stop & Shop (Malden, MA), Stop & Shop (Swampscott, MA), Dollar General, Walgreens (Kalamazoo, MI) Representation # (24) Loan Loan Name Description of Exception Number - -------------------------------------------------------------------------------- JQH Hotel Portfolio Mr. Hammons was the subject of two shareholder litigation suits brought in the court of chancery of the State of Delaware, New Castle County. The complaints were filed against the company JQH Hammons Hotels Inc. and its board of directors which included Mr. Hammons. The suit alleges that the board of directors breached its fiduciary duty to the class A shareholders when negotiating with a potential buyer of shares of the company during a proposed merger transaction. The suit seeks an appraisal action and fair and reasonable damages to the plaintiff class as a result of the alleged breach of fiduciary duty in determining the fair value and appropriate sale price of the company stock. Hilton Garden Inn - Mortgagor is subject to a suit by adjacent Gateway property owner to reverse a street vacation on which a portion of the improvements were built. This circumstance is mitigated by the fact that Mortgagor has prevailed at the trial level and is progressing through appellate procedures. Title Insurance has been specifically granted by the title company over any losses from this litigation and a recourse carveout to the Mortgagor and Indemnitor have been obtained. Mountcrest The principals are currently subject to a $2,600,000 settlement which is secured by 8.9 acres of commercial land in Pineville, NC. The principals have 3 years from the execution of the settlement to pay their fine. The property in Pineville, NC is unrelated to the property securing the Mountcrest loan. Representation #(27) Loan Loan Name Description of Exception Number - -------------------------------------------------------------------------------- Walgreens - Mortgagor is not required to submit annual Kalamazoo operating or financial statements. Representation # (32) Loan Loan Name Description of Exception Number - -------------------------------------------------------------------------------- HQ Building, Stop & A transfer does not include a) any issuance, Shop (Bristol, RI), sale or transfer of interests in Sole Member or Stop & Shop any successor entity resulting from any merger (Framingham, MA), permitted hereunder, b) a transfer by devise or Stop & Shop descent or by operation of law upon the death (Malden, MA), Stop of a member or partner of Mortgagor, or c) the & Shop (Swampscott, merger of the Sole Member with any of the MA) following entities: Inland Retail Real Estate Trust, Inc., a Maryland corporation, Inland Real Estate Investment Corporation, a Delaware corporation, Inland American Real Estate Trust, Inc., a Maryland Corporation, any other real estate investment trust sponsored by Inland Real Estate Investment Corporation, or any other entity composed entirely of any of the foregoing by merger. On or after the Closing Date, Mortgagor may transfer greater than 49% of the direct or indirect interests in the Mortgagor, provided that the transfer is to a Qualified Entity. A Qualified Entity is an entity with x) a net worth of $200,000,000 y) sufficient experience as determined by Lender, and z) which owns or manages retail properties containing at least 1,000,000 square feet of gross leasable area. 550 West B Street Member interests in 550 Fleenor Investors, LLC shall be freely transferable to Eric M. Theis and/or Stephen M. Dunn without the consent of Lender. Albertsons Van Nuys Permitted transfers include transfers by Watt Center Family Properties, Inc. of its interest in Mortgagor or the general partner of Mortgagor to an entity which is controlled by the shareholders of Watt Family Properties, Inc. or the spouse(s) or an lineal descendant(s). Garden Valley Up to 49% of the non-managing interests are freely transferable. The property may be transferred to a newly formed SPE wholly owned and controlled by Westwind Enterprises, Ltd. so long as Ray K. Farris, II maintains managerial control and his total family interests in the entity do not decrease. Gardens on El Paseo Partnership interests are freely transferable so long as, among other qualification (i) either BellPIC LLC and Davis Street Members, LLC (DSM) remain members of the guarantor or otherwise maintain control of Mortgagor or either BellPIC LLC or DSM acquire the interests of the other party; and (ii) not less than 51% of the interests in guarantor shall be held by either Bell PIC LLC and Bell Atlantic Master Trust or DSM, Highland Park Land Company LLC, Davis Street Investors LLC and either a party approved by Lender or an institutional investor. An institutional investor is, among other qualifications, an entity that regularly invests in real estate, is of good repute and has gross assets of at least $250,000,000. JQH Portfolio Transfers are permitted to a Qualified Borrower or to a single purpose entity or other person which does not result in a rating agency downgrade. A Qualified Borrower includes John Q Hammons, John Q Hammons Trust, Jonathan D Ellian and any Ellian Permitted Transferee, and any entity having assets under name or management in excess of $1 billion. 550 West B Street, Subject to the satisfaction of the typical 701 Highlander, requirements for transfers, as more Dollar General specifically set forth in the related loan Portfolio, documents (e.g. prospective buyer of a TIC Long Lake Retail interest to be a single purpose, bankruptcy Center, Heatherbrae remote entity), transfers of interest in Mortgagor are permitted to any entity that is party to or will be party to the related TIC Agreement. Walgreens - Future secured debt permitted subject to Kalamazoo certain conditions including an LTV of 50% and a DSCR of 1.70x on an interest only basis based on an interest rate of 7.44%. Casa Place In the event of a sale of the related mortgaged Apartments property pursuant to the satisfaction of pre-approved conditions, Borrower is permitted to take back purchase money financing secured by equity interests in the buyer subject to various conditions, including but not limited to an 80% LTV and a 1.20x DSCR. Coast Business Secured and unsecured subordinate financing is Center permitted subject to certain conditions including a 2.00x DSCR and a 50% LTV. JQH Portfolio The property also secures a $10,000,000 B note that is subject to a subordination and/or standstill agreement. Representation # (35) Loan Loan Name Description of Exception Number - -------------------------------------------------------------------------------- Dollar General A portion of the collateral may be released Portfolio with a payment of 110% of the loan amount subject to Lender's reasonable consent via DSCR and LTV tests. Representation # (37) Loan Loan Name Description of Exception Number - -------------------------------------------------------------------------------- Candlewood Suites The property conforms with zoning provided that one additional parking space is provided/striped. Mortgagor shall add the parking space if required by any applicable governmental authority. Additionally, the plat requires the owner of the hotel property to own the tract referred to as "Tract A" which is not owned prior to the closing of the loan. The city provided a letter indicating that the Mortgagor will not be penalized by the city due to past failure to comply with the plat requirement. The Mortgagor and guarantor provided a recourse carveout for any loss related to the past failure to own Tract A. Windsong Mobile Mobile home parks are not allowed in the Village commercial district but the existing property predates the revisions to the zoning ordinance. Despite the mortgage property being classified as legally non-conforming with respect to use, the requirement for law and ordinance insurance was waived as the insurance does not cover property use. Mortgagor is permitted to rebuild provided less than 50% of the property is destroyed. Troy Road Despite the mortgage property including legally non-conforming parking, the requirement for law and ordinance insurance was waived due to the large portion of the mortgage property that remains unimproved and available for additional parking. This waiver is subject to the unimproved portion not being partially released per the mortgage. JQH Hotel Portfolio Mortgagor covenanted to reconfigure the parking lot at the Albuquerque property to include an additional 18 spaces. Representation # (41) Loan Loan Name Description of Exception Number - -------------------------------------------------------------------------------- JQH Hotel Portfolio The South Dakota property has easements for parking that are in effect during the period of the Ground Lease, which will be in effect the entire term of the loan Representation # (42) Loan Loan Name Description of Exception Number - -------------------------------------------------------------------------------- Gardens on El Paseo Terrorism insurance is required unless such coverage is not available at commercially reasonable rates, unless not maintaining such coverage will result in a downgrade, or not legally available. HQ Building, Stop & If any of the policies of insurance contain an Shop (Bristol, RI), exclusion from coverage for acts of terrorism, Stop & Shop Mortgagor shall not be required to obtain such (Framingham, MA), coverage provided (I) an Inland entity executes Stop & Shop a guaranty, in form and substance satisfactory (Malden, MA), Stop to Lender, guaranteeing in the event of any act & Shop (Swampscott, of terrorism, payment to Lender of any sums MA) that would have been payable to Lender under such coverage (which shall be applied by Lender in accordance with 6.4 hereof), and (II) the Inland entity maintains a net worth of at least $300,000,000 (as determined by such entity's most recent audited financial statements), such entity maintains a direct or indirect ownership interest in Mortgagor, and the aggregate loan to value ratio (as determined by Lender) ("LTV") for all properties on which such entity has a direct or indirect ownership interest shall not exceed 60%, however, the Inland entity may exceed the 60% LTV for a period not to exceed six (6) months out of any twelve (12) month period either (1) during the time period when the Inland entity is offering securities to the public or 2) when in the business judgment of the Inland entity, exceeding an LTV of 60% is necessary given existing circumstances of the credit environment, but in no event shall the LTV exceed 65% if the Inland entity maintains a net worth greater than or equal to $300,000,000, but less than $400,000,000, or 70% if the Inland entity maintains a net worth of at least $400,000,000. Stop & Shop Tenant may self insure. (Bristol, RI), Stop & Shop (Framingham, MA), Stop & Shop (Malden, MA), Stop & Shop (Swampscott, MA), Dollar General, Walgreens (Kalamazoo, MI) 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 June 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 June 23, 2006, as supplemented by the Prospectus Supplement, dated June 23, 2006 (collectively, the "Prospectus"), relating to the offering of the Class A-1, Class A-2, Class A-3A, Class A-3FL, Class A-3B, Class A-4, Class A-SB, Class A-1A, Class A-M, Class A-J, Class X, Class B, Class C, Class D and Class E Certificates, the Private Placement Memorandum, dated June 23, 2006 (the "Privately Offered Certificate Private Placement Memorandum"), relating to the offering of the Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q and Class NR Certificates, and the Residual Private Placement Memorandum, dated June 23, 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 June, 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