Mortgage Loan Purchase Agreement between J.P. Morgan Chase Commercial Mortgage Securities Corp. and JPMorgan Chase Bank, N.A. (September 1, 2006)

Contract Categories: Business Finance › Purchase Agreements
Summary

This agreement is between J.P. Morgan Chase Commercial Mortgage Securities Corp. (the purchaser) and JPMorgan Chase Bank, N.A. (the seller), dated September 1, 2006. It outlines the sale of a pool of fixed-rate mortgage loans from the seller to the purchaser for approximately $1.3 billion. The agreement details the transfer of ownership, delivery of loan documents, and allocation of payments and responsibilities. The transaction is part of a larger securitization process, where the loans will be placed into a trust and securities will be issued to investors.

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EX-10.1 4 jp5685249-ex10_1.txt JPMCB MLPA Exhibit 10.1 ============================================================================== J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., PURCHASER JPMORGAN CHASE BANK, N.A., SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of September 1, 2006 Fixed Rate Mortgage Loans Series 2006-LDP8 ============================================================================== This Mortgage Loan Purchase Agreement (this "Agreement"), dated as of September 1, 2006, is between J.P. Morgan Chase Commercial Mortgage Securities Corp., as purchaser (the "Purchaser"), and JPMorgan Chase Bank, N.A., 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 September 1, 2006 (the "Pooling and Servicing Agreement") among the Purchaser, as depositor (the "Depositor"), Wells Fargo Bank N.A. and Midland Loan Services, Inc., as master servicers (each, a "Master Servicer"), J.E. Robert Company, Inc., as special servicer (the "Special Servicer"), and LaSalle Bank National Association, as trustee (the "Trustee"), pursuant to which the Purchaser will sell the Mortgage Loans (as defined herein) to a trust fund and certificates representing ownership interests in the Mortgage Loans will be issued by the trust fund. For purposes of this Agreement, the term "Mortgage Loans" refers to the mortgage loans listed on Exhibit A and the term "Mortgaged Properties" refers to the properties securing such Mortgage Loans. The Purchaser and the Seller wish to prescribe the manner of sale of the Mortgage Loans from the Seller to the Purchaser and in consideration of the premises and the mutual agreements hereinafter set forth, agree as follows: SECTION 1. Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain Servicing Rights Purchase Agreement, dated as of the Closing Date between the applicable Master Servicer and the Seller) all of its right, title, and interest in and to the Mortgage Loans including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-off Date). Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Mortgage and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee and the ownership of records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(a) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Seller's records will accurately reflect the sale of each Mortgage Loan to the Purchaser. On the Closing Date, the Seller shall also deliver to the Depositor an amount equal to $229,910.41, which amount represents the aggregate amount of interest that would have accrued at the related Net Mortgage Rates on the applicable Mortgage Loans commencing September 1, 2006 for those Mortgage Loans that do not have a Due Date in October 2006 and/or November 2006. 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 and Class D Certificates (the "Offered Certificates") to the underwriters (the "Underwriters") specified in the underwriting agreement dated September 22, 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 E, Class F Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P and Class NR Certificates (the "Private Certificates") to JPMSI, the initial purchaser (together with the Underwriters, the "Dealers") specified in the certificate purchase agreement dated September 22, 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 $1,298,299,844.01 (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 applicable 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 Trustee 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 applicable 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 applicable 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 applicable Master Servicer, in order to assist and facilitate in the transfer of the servicing of the Mortgage Loans to the applicable Master Servicer, including effectuating the transfer of any letters of credit with respect to any Mortgage Loan to the Trustee (in care of the applicable Master Servicer) 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 Trustee (in care of the applicable Master Servicer), the Seller will cooperate with the reasonable requests of the applicable 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 September 22, 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 Companion Loan related to a Serviced Whole Loan or any Serviced Securitized 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 on Exhibit X and Exhibit 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 national banking association, duly organized, validly existing, and in good standing under the laws of the United States; (ii) it has the power and authority to own its property and to carry on its business as now conducted; (iii) it has the power to execute, deliver and perform this Agreement; (iv) it is legally authorized to transact business in the State of New York. The Seller is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary so that a subsequent holder of the related Mortgage Loan (including, without limitation, the Purchaser) that is in compliance with the laws of such state would not be prohibited from enforcing such Mortgage Loan solely by reason of any non-compliance by the Seller; (v) the execution, delivery and performance of this Agreement by the Seller have been duly authorized by all requisite action by the Seller's board of directors and will not violate or breach any provision of its organizational documents; (vi) this Agreement has been duly executed and delivered by the Seller and constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms (except as enforcement thereof may be limited by bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally and by general equitable principles regardless of whether enforcement is considered in a proceeding in equity or at law); (vii) there are no legal or governmental proceedings pending to which the Seller is a party or of which any property of the Seller is the subject which, if determined adversely to the Seller, would reasonably be expected to adversely affect (A) the transfer of the Mortgage Loans and the Mortgage Loan documents as contemplated herein, (B) the execution and delivery by the Seller or enforceability against the Seller of the Mortgage Loans or this Agreement, or (C) the performance of the Seller's obligations hereunder; (viii) it has no actual knowledge that any statement, report, officer's certificate or other document prepared and furnished or to be furnished by the Seller in connection with the transactions contemplated hereby (including, without limitation, any financial cash flow models and underwriting file abstracts furnished by the Seller) contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; (ix) it is not, nor with the giving of notice or lapse of time or both would be, in violation of or in default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it or any of its properties is bound, except for violations and defaults which individually and in the aggregate would not have a material adverse effect on the transactions contemplated herein; the sale of the Mortgage Loans and the performance by the Seller of all of its obligations under this Agreement and the consummation by the Seller of the transactions herein contemplated do not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Seller is a party or by which the Seller is bound or to which any of the property or assets of the Seller is subject, nor will any such action result in any violation of the provisions of any applicable law or statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Seller, or any of its properties, except for conflicts, breaches, defaults and violations which individually and in the aggregate would not have a material adverse effect on the transactions contemplated herein; and no consent, approval, authorization, order, license, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement, other than any consent, approval, authorization, order, license, registration or qualification that has been obtained or made; (x) it has either (A) not dealt with any Person (other than the Purchaser or the Dealers or their respective affiliates or any servicer of a Mortgage Loan) that may be entitled to any commission or compensation in connection with the sale or purchase of the Mortgage Loans or entering into this Agreement or (B) paid in full any such commission or compensation (except with respect to any servicer of a Mortgage Loan, any commission or compensation that may be due and payable to such servicer if such servicer is terminated and does not continue to act as a servicer); 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, any Master Servicer, the 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 applicable 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 applicable 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 repurchase or substitution, as applicable, 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 applicable 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 Trustee 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 Trustee 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 removes 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 that remains 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 articles of association and by-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller; (ii) an original or copy of a certificate of corporate existence of the Seller issued by the Comptroller of the Currency dated not earlier than sixty days prior to the Closing Date; (iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that: (A) the Seller is a national banking association, duly organized, validly existing, and in good standing under the laws of the United States; (B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement; (C) all necessary corporate or other action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations; (D) the Seller's execution and delivery of, and the Seller's performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller's articles of association or by-laws or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of the property or assets of the Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller; (E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel's actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and (F) no consent, approval, authorization, order, license, registration or qualification of or with federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and (iv) a letter from counsel of the Seller to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. (c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. (d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement. (e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request. SECTION 8. Closing. The closing for the purchase and sale of the Mortgage Loans shall take place at the office of Cadwalader, Wickersham & Taft LLP, New York, New York, at 10:00 a.m., on the Closing Date or such other place and time as the parties shall agree. The parties hereto agree that time is of the essence with respect to this Agreement. SECTION 9. Expenses. The Seller will pay its pro rata share (the Seller's pro rata share to be determined according to the percentage that the aggregate principal balance as of the Cut-off Date of all the Mortgage Loans represents in proportion to the aggregate principal balance as of the Cut-off Date of all the mortgage loans to be included in the Trust Fund) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including (without duplication thereof), but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans and other 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, other 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 Sections 2.01, 2.02 and 2.03 of the Pooling and Servicing Agreement, the representations and warranties of the Seller made hereunder and the remedies provided hereunder with respect to Breaches or Defects may not be further assigned by the Purchaser, the Trustee or any successor trustee. No owner of a Certificate issued pursuant to the Pooling and Servicing Agreement shall be deemed a successor or permitted assign because of such ownership. This Agreement shall bind and inure to the benefit of, and be enforceable by, the Seller, the Purchaser and their permitted successors and permitted assigns. The warranties and representations and the agreements made by the Seller herein shall survive delivery of the Mortgage Loans to the Trustee until the termination of the Pooling and Servicing Agreement. SECTION 14. Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given upon receipt by the intended recipient if personally delivered at or couriered, sent by facsimile transmission or mailed by first class or registered mail, postage prepaid, to (i) in the case of the Purchaser, J.P. Morgan Chase Commercial Mortgage Securities Corp., 270 Park Avenue, New York, New York 10017, Attention: Dennis Schuh, fax number ###-###-#### with a copy to Bianca Russo, fax number ###-###-####, (ii) in the case of the Seller, JPMorgan Chase Bank, N.A., 270 Park Avenue, 10th Floor, New York, New York 10017, Attention: Dennis Schuh, fax number ###-###-####, with a copy to Bianca Russo, fax number: (212) 834-6593 and (iii) in the case of any of the preceding parties, such other address 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 JPMORGAN CHASE BANK, N.A., as Seller By: /s/ Charles Y. Lee ---------------------------------- Name: Charles Y. Lee Title: Vice President EXHIBIT A MORTGAGE LOAN SCHEDULE
Loan # Mortgagor Name - ------------------------------------------------------------------------------------------------------------------------------------ 2 Brookfield Properties 53 State Co. L.P. 3 Silicon Valley CA-I, LLC, Silicon Valley CA-II, LLC and Silicon Valley CA-III, LLC 3.01 3.02 3.03 3.04 3.05 3.06 3.07 3.08 3.09 3.1 3.11 3.12 3.13 3.14 3.15 3.16 3.17 3.18 7* CRP Holdings B, L.P., CRP Holdings B-TX, L.P. 7 CRP Holdings B, L.P., CRP Holdings B-TX, L.P. 8 CRP Holdings B, L.P., CRP Holdings B-TX, L.P. 9 CRP Holdings B, L.P., CRP Holdings B-TX, L.P. 10 CRP Holdings B, L.P., CRP Holdings B-TX, L.P. 11 CRP Holdings B, L.P., CRP Holdings B-TX, L.P. 12 CRP Holdings B, L.P., CRP Holdings B-TX, L.P. 13 CRP Holdings B, L.P., CRP Holdings B-TX, L.P. 14 CRP Holdings B, L.P., CRP Holdings B-TX, L.P. 15 CRP Holdings B, L.P., CRP Holdings B-TX, L.P. 16 CRP Holdings B, L.P., CRP Holdings B-TX, L.P. 17 CRP Holdings B, L.P., CRP Holdings B-TX, L.P. 18 CRP Holdings B, L.P., CRP Holdings B-TX, L.P. 19 CRP Holdings B, L.P., CRP Holdings B-TX, L.P. 20 CRP Holdings B, L.P., CRP Holdings B-TX, L.P. 21 CRP Holdings B, L.P., CRP Holdings B-TX, L.P. 22 Welsh ADS IN, LLC, Welsh ADS NC, LLC, Welsh Core OH, LLC, Welsh Fingerhut MN, LLC, Welsh GMR WI, LLC, Welsh HK WI, LLC, Welsh Jenkins AL, LLC, Welsh Leedsworld PA, LLC, Welsh Midland WI, LLC, Welsh Navarre MN, LLC, Wesh Olsen IA, LLC, Welsh Riviera MI, LLC, and Welsh Superstock FL, LLC 22.01 22.02 22.03 22.04 22.05 22.06 22.07 22.08 22.09 22.1 22.11 22.12 22.13 23 FMP Kimco Foothills LLC 25 Smart Park PH I, LLC and Garlick Investments, LLC 30 543 East 21st Limited Liability Company, 538 East 21st Limited Liability Company, CN 1820 LLC, CNU1 LLC, HM 1296 LLC, CNU2 LLC, CN 17 LLC, JFU1 LLC, CNU4 LLC 30.01 30.02 39 Tidan USA / Orange Grove LLC 40 Triangle Industrial Enterprises, LLC 41 ACC Commerce Center, LLC 48 LT Loma Verde LLC 49 Briargrove Place, L.L.C. 52 ACC Executive Tower, LLC 53 South Dean Street, L.P. 54 Citiside Booth, LLC, Citiside Brauburger, LLC, Citiside Canevari, LLC, Citiside Christenson, LLC, Citiside Comer, LLC, Citiside Dreier, LLC, Citiside Franzen, LLC, Citiside Garg, LLC, Citiside Global, LLC, Citiside Hemry, LLC, Citiside LI, LLC, Citiside Locey, LLC, Citiside Nalbach, LLC, Citiside Nartker, LLC, Citiside Nguyen LLC, Citiside Patty, LLC, Citiside Poulton, LLC, Citiside Stielstra, LLC, Citiside Tsukamoto-Kozen, LLC, Citiside Tsukamoto-Kazue, LLC, Citiside Vendelin, LLC, Citiside Wasilewski, LLC, Citiside Wright, LLC, Citiside RS, LLC 57 Madison/PMT La Quinta, LLC 58 Ak-Sar-Ben Village, L.L.C. 61 501 North 44th Street Trust 66 Glenview Ravine Way LLC 67 TSN Country Corner LLC 69 Landerbrook Place, Limited Partnership 74 Knob Hill Apartments Limited Partnership 76 JCRS II, Colorado-Hampden Villa, LLC and Four Boys Hampden Villa, LLC 78 Diab-Sharkiah, LLC 84 Circuit Associates, LLC 85 SJS - 95 Highland Avenue, L.P. 87 Harvey Oaks, L.L.C. 92 Cioe Chandler I, LLC 97 Grape Vine Market Center, L.P. 99 Ross Plaza One, L.L.C. & Stanford Fiesta Crossings, LLC 100 Wink United Plaza, L.L.C. 101 TRPF / 1252 Orleans, LLC 103 Donato at Wall 3, LLC 108 Spectrum I Woodstock LLC 110 Eastpoint Properties LLC 111 Redbank Professional Office Building, LLC 115 SJS- 100 Brodhead Road, L.P 121 R G Centers, LLC 123 E-Town Motel Associates-2, LLC 127 TPRF / 1310 Orleans, LLC 128 DJK Round Rock Management, L.L.C. and PCK Round Rock Management, L.L.C. 134 Starkville Investment Company, LLC 137 ACC Century Borrower, LLC 140 Emmorton Road Development, LLC 141 RVR Capital, LLC 146 Maruti Hotels, LLC 147 Dwyer Family Limited Partnership SS I 152 30 E. Hoffman, LLC 154 Garfield Investors, LLC 155 TP Investors, LLC Loan # Property Address - ------------------------------------------------------------------------------------------------------------------------------------ 2 53 State Steet 3 Various 3.01 1140 Technology Drive, 500 McCarthy Boulevard, 900 Sumac Drive, 1000 Sumac Drive, 1101 Sumac Drive, 601 McCarthy Boulevard 3.02 1101 West Maude Avenue, 700A, 700B, 700C East Middlefield Road 3.03 1455, 1421, 1371, 1390, 1440 McCarthy Drive, 888, 800, 750, 690 Tasman Drive, 620, 590, 570, 540, 500 Alder Drive 3.04 2518, 2520, 2540, 2560 Mission College Boulevard, 3900, 3910, 3920, 3930, 3940, 3960, 3970, 3990 Freedom Circle 3.05 3233, 3255 Scott Boulevard, 3333, 3393 Octavius Drive, 2455, 2465, 2475 Augustine Drive 3.06 3101, 3102, 3103 Scott Boulevard, 3250, 3260, 3270 Jay Street, 3201 Olcott Street 3.07 191 Baypointe Parkway, 105, 160, 178 East Tasman Drive 3.08 772, 785 Lucerne Drive, 285 North Wolfe Road, 140 Kiefer Court, 1293 Anvilwood Avenue, 484 Oakmead Parkway, 1151 Sonora Court, 1277 Reamwood Avenue, 324, 328 Martin Avenue, 150 Charcot Avenue, 2191 Zanker Road 3.09 2820 Orchard Parkway, 3, 75 West Plumeria Drive, 2825 North First Street 3.1 350, 470, 485 Potrero Avenue, 880 W. Maude Avenue, 415 N. Mathilda Avenue, 435 Indio Way 3.11 333, 345 East Middlefield Road, 301 North Whisman Road, 640 Clyde Court, 835, 880 Maude Avenue, 1161 San Antonio Road, 2761 Marine Parkway, 636 Ellis Street 3.12 2400, 2424, 2630, 2710 Walsh Avenue, 2855 Bowers Avenue 3.13 535, 555 Del Rey Avenue, 650 Alamanor Avenue, 646-686 Maude Avenue, 750 Palomar Avenue 3.14 500, 501 Macara Avenue 3.15 1920,1940,1960,1980 Zanker Road 3.16 2121, 2111, 2101 Tasman Drive 3.17 550 Del Rey Avenue, 595 North Pastoria Avenue, 639 Pastoria Evenue, 733 Palomar Avenue, 670 Almanor Avenue 3.18 5150 Great America Parkway, 2952 Bunker Hill Lane and 5155 Old Ironsides Drive 7* Various 7 5855 Copley Drive 8 4001 & 4105 Hickory Hill Road and 5625 Challenge Drive 9 11701, 11725 & 12055 Missouri Bottom Road 10 155 Pfingsten Road 11 2287-2321 South Mount Prospect Road 12 520 East North Avenue 13 6501 Flotilla Street 14 4550 Spring Valley Road 15 8500-8580 Hedge Lane Terrace 16 10351 Home Road 17 815 South Coppell Road 18 13524 Welch Road 19 1130 West Jackson Road 20 4600 Simonton Road 21 625 Slawin Court 22 Various 22.01 6210-6270 Ridgewood Road 22.02 400 Hunt Valley Road 22.03 5000 South Towne Drive 22.04 2855 South James Drive 22.05 7660 Centurion Parkway 22.06 7550 49th Avenue North 22.07 5460 Executive Parkway 22.08 3545 Nicholson Road 22.09 1745 East 165th Street 22.1 1608 Frank Akers Road 22.11 1100 East LeClaire Road 22.12 787 Renaissance Parkway 22.13 9925 Brookford Street 23 7325 North La Cholla Boulevard 25 2400 Stevens Drive, 2425, 2435, 2440 & 2505 Stevens Center Place and 2620 Fermi Drive 30 Various 30.01 28405 Van Dyke Avenue 30.02 805 Uniek Drive 39 111 North Gilbert Road 40 701 Distribution Drive 41 7701 Greenbelt Road 48 3150, 3180, 3200, 3206, 3210, 3216, 3220, 3226 and 3230 Loma Verde Drive 49 17855 North Dallas Parkway 52 2101 Executive Drive 53 24 & 42 South Dean Street 54 5000 Community Circle 57 78370 Hwy 111 58 1220 South 71st Street 61 501 North 44th Street 66 2350 Ravine Way 67 635 North Broadway 69 5915 Landerbrook Drive 74 2300 Knob Hill Drive 76 15102-15282 East Hampden Avenue 78 9323 - 9333 Tech Center Drive 84 3000 South Halsted Street 85 95 Highland Avenue 87 12100-14626 West Center Road 92 3191 North Washington Street 97 7938 Great Northern Boulevard 99 4770 Montgomery Blvd NE 100 8641 United Plaza Blvd 101 1252 Orleans Drive 103 1800 Route 34 108 1029 South Main Street 110 2600 Eastpoint Parkway 111 4850 Red Bank Road 115 100 Brodhead Road 121 14755 Foothill Boulevard 123 1031 Executive Drive 127 1308 Orleans Drive 128 2051 Gattis School Road 134 700 Highway 12 East 137 20111 Century Boulevard 140 2107 Laurel Bush Road 141 4938 Brownsboro Road 146 11714 Morris Bridge Road 147 12310 Perry Road 152 30 East Hoffman Avenue 154 4519 North Garfield Street 155 610 Center Street Loan # City State Zip Code County - ------------------------------------------------------------------------------------------------------------------- 2 Boston MA 02109 Suffolk 3 Various CA Various Various 3.01 Milpitas CA 95035 Santa Clara 3.02 Mountain View CA 95054 Santa Clara 3.03 Milpitas CA 95035 Santa Clara 3.04 Santa Clara CA 95054 Santa Clara 3.05 Santa Clara CA 95054 Santa Clara 3.06 Santa Clara CA 95054 Santa Clara 3.07 San Jose CA 95134 Santa Clara 3.08 Sunnyvale, Santa Clara, San Jose CA 94085, 95054, 95112 Santa Clara 3.09 San Jose CA 95112 Santa Clara 3.1 Sunnyvale CA 94085 Santa Clara 3.11 Mountain View CA 94043 Santa Clara 3.12 Santa Clara CA 95054 Santa Clara 3.13 Sunnyvale CA 94085 Santa Clara 3.14 Sunnyvale CA 94085 Santa Clara 3.15 San Jose CA 95112 Santa Clara 3.16 Santa Clara CA 95054 Santa Clara 3.17 Sunnyvale CA 94085 Santa Clara 3.18 Santa Clara CA 95054 Santa Clara 7* Various Various Various Various 7 San Diego CA 92111 San Diego 8 Memphis TN 38115 Shelby 9 Hazelwood MO 63042 Saint Louis 10 Deerfield IL 60015 Lake 11 Des Plaines IL 60018 Cook 12 Carol Stream IL 60188 Dupage 13 Commerce CA 90040 Los Angeles 14 Farmers Branch TX 75244 Dallas 15 Shawnee KS 66227 Johnson 16 Frisco TX 75034 Collin 17 Coppell TX 75019 Dallas 18 Farmers Branch TX 75244 Dallas 19 Carrollton TX 75006 Dallas 20 Farmers Branch TX 75244 Dallas 21 Mount Prospect IL 60056 Cook 22 Various Various Various Various 22.01 St. Cloud MN 56303 Stearns 22.02 New Kensington PA 15068 Westmoreland 22.03 New Berlin WI 53151 Waukesha 22.04 New Berlin WI 53151 Waukesha 22.05 Jacksonville FL 32256 Duval 22.06 New Hope MN 55428 Hennepin 22.07 Grand Rapids MI 49512 Kent 22.08 Franksville WI 53126 Racine 22.09 Hammond IN 46320 Lake 22.1 Anniston AL 36207 Calhoun 22.11 Eldridge IA 52748 Scott 22.12 Painesville OH 44077 Lake 22.13 Mecklenburg NC 28273 Mecklenburg 23 Tucson AZ 85741 Pima 25 Richland WA 99352 Benton 30 Various Various Various Various 30.01 Warren MI 48093 Macomb 30.02 Waunakee WI 53597 Dane 39 Mesa AZ 85203 Maricopa 40 Morrisville NC 27560 Wake 41 Greenbelt MD 20770 Prince Georges 48 San Jose CA 95117 Santa Clara 49 Dallas TX 75287 Collin 52 Hampton VA 23666 Hampton City 53 Englewood NJ 07631 Bergen 54 Charlotte NC 28215 Mecklenburg 57 La Quinta CA 92253 Riverside 58 Omaha NE 68106 Douglas 61 Phoenix AZ 85008 Maricopa 66 Glenview IL 60025 Cook 67 Escondido CA 92025 San Diego 69 Mayfield Heights OH 44124 Cuyahoga 74 Okemos MI 48864 Ingham 76 Aurora CO 80014 Arapahoe 78 Sacramento CA 95826 Sacramento 84 Chicago IL 60608 Cook 85 Bethlehem PA 18017 Northampton 87 Omaha NE 68144 Douglas 92 Chandler AZ 85225 Maricopa 97 Austin TX 78757 Travis 99 Albuquerque NM 87109 Bernalillo 100 Baton Rouge LA 70809 East Baton Rouge 101 Sunnyvale CA 94089 Santa Clara 103 Wall Township NJ 07719 Monmouth 108 Woodstock VA 22664 Shenandoah 110 Louisville KY 40223 Jefferson 111 Cincinnati OH 45227 Hamilton 115 Bethlehem PA 18017 Northampton 121 Fontana CA 92335 San Bernardino 123 Elizabethtown KY 42701 Hardin 127 Sunnyvale CA 94089 Santa Clara 128 Round Rock TX 78664 Williamson 134 Starkville MS 39759 Oktibbeha 137 Germantown MD 20874 Montgomery 140 Bel Air MD 21015 Harford 141 Louisville KY 40222 Jefferson 146 Tampa FL 33637 Hillsborough 147 Houston TX 77070 Harris 152 Lindenhurst NY 11757 Suffolk 154 Midland TX 79705 Midland 155 Burlington NC 27215 Alamance Loan # Property Name Size Measure Interest Rate (%) - ---------------------------------------------------------------------------------------------------------------- 2 53 State Street 1120280 Square Feet 5.95750 3 RREEF Silicon Valley Office Portfolio ###-###-#### Square Feet 6.14040 3.01 Quantum Business Park 775249 Square Feet 6.14040 3.02 Maude 4-7 397510 Square Feet 6.14040 3.03 Milpitas Business Park 608968 Square Feet 6.14040 3.04 Marriot 427501 Square Feet 6.14040 3.05 Park Square Phase I and Phase II 465155 Square Feet 6.14040 3.06 Jay 1-6/Olcott 371106 Square Feet 6.14040 3.07 North Pointe Business Park 330670 Square Feet 6.14040 3.08 Sunnyvale/Santa Clara/San Jose 293297 Square Feet 6.14040 3.09 Orchard Park 260561 Square Feet 6.14040 3.1 Peery Park I 252615 Square Feet 6.14040 3.11 Mountain View Properties 170769 Square Feet 6.14040 3.12 Walsh 1-8 251061 Square Feet 6.14040 3.13 Peery Park II 202149 Square Feet 6.14040 3.14 Macara A&B 96066 Square Feet 6.14040 3.15 Zanker/Brokaw 120693 Square Feet 6.14040 3.16 Guadalupe A-C 128000 Square Feet 6.14040 3.17 Peery Park Biotech 83336 Square Feet 6.14040 3.18 Great America Parkway A-C 98290 Square Feet 6.14040 7* Colony III Portfolio ###-###-#### Square Feet 6.01300 7 Copley Corporate Center 120483 Square Feet 6.01300 8 Memphis Distribution Center 888942 Square Feet 6.01300 9 St. Louis Industrial Portfolio 492090 Square Feet 6.01300 10 155 Pfingsten Road 117069 Square Feet 6.01300 11 Woodland Rose 191146 Square Feet 6.01300 12 McKesson Facility 314574 Square Feet 6.01300 13 Flotilla 171388 Square Feet 6.01300 14 4550 Spring Valley Road 214110 Square Feet 6.01300 15 Perimeter Park 110511 Square Feet 6.01300 16 10351 Home Road 86400 Square Feet 6.01300 17 815 South Coppell Road 78750 Square Feet 6.01300 18 13524 Welch Road 74000 Square Feet 6.01300 19 1130 West Jackson Road 54095 Square Feet 6.01300 20 4600 Simonton Road 40000 Square Feet 6.01300 21 Slawin Court 36737 Square Feet 6.01300 22 CNL/Welsh Portfolio ###-###-#### Square Feet 6.18430 22.01 Fingerhut Distribution Facility 914315 Square Feet 6.18430 22.02 Leedsworld 159785 Square Feet 6.18430 22.03 GMR Marketing 74000 Square Feet 6.18430 22.04 HK Systems 86204 Square Feet 6.18430 22.05 SuperStock 72486 Square Feet 6.18430 22.06 Navarre Corporation 115286 Square Feet 6.18430 22.07 Riviera Tool Company 176607 Square Feet 6.18430 22.08 Midland Containers 136000 Square Feet 6.18430 22.09 ADS Logistics - IN 102475 Square Feet 6.18430 22.1 Jenkins Manufacturing Company 203496 Square Feet 6.18430 22.11 Olsen Engineering LLC 131550 Square Feet 6.18430 22.12 Core Systems 98592 Square Feet 6.18430 22.13 ADS Logistics - NC 106644 Square Feet 6.18430 23 Foothills Mall 501514 Square Feet 6.08050 25 Stevens Center Business Park 469014 Square Feet 6.24650 30 Neiss Portfolio 449950 Square Feet 6.24200 30.01 Asset Acceptance 200000 Square Feet 6.24200 30.02 Uniek 249950 Square Feet 6.24200 39 Orange Grove Apartments 396 Units 6.09500 40 Keystone Industrial Park 536000 Square Feet 6.33250 41 Commerce Center I 123248 Square Feet 5.87200 48 Villa Verde Apartments II 164 Units 6.16000 49 Briargrove Place 127083 Square Feet 6.28000 52 Executive Tower 134179 Square Feet 5.84100 53 Shoppes on Dean 40666 Square Feet 6.22000 54 The Links at Citiside Apartments 276 Units 6.62000 57 The Plaza at Point Happy 38674 Square Feet 6.09000 58 Shoppes at Aksarben 55121 Square Feet 6.14000 61 Phoenix Office Building 102185 Square Feet 6.17300 66 2350 Ravine Way 60354 Square Feet 6.15300 67 Country Corner Shopping Center 52427 Square Feet 6.14000 69 Landerbrook Place 77664 Square Feet 6.19500 74 Knobhill Apartments 228 Units 6.02900 76 Hampden Villa Center 96181 Square Feet 6.26000 78 Mayhew Tech Center 68639 Square Feet 6.01000 84 Parkview Plaza 49984 Square Feet 6.18750 85 Highland Plaza 73000 Square Feet 6.05600 87 Harvey Oaks 61811 Square Feet 5.52000 92 EastPoint Business Center 77225 Square Feet 6.27000 97 Grape Vine Center 35005 Square Feet 6.30000 99 Fiesta Crossings SC 64602 Square Feet 6.15000 100 United Plaza 52161 Square Feet 6.36000 101 Orleans Business Park 50000 Square Feet 6.20000 103 Donato Corporate Park 41176 Square Feet 5.97500 108 Woodstock Square Shopping Center 83845 Square Feet 6.06000 110 Eastpoint Business Park 45000 Square Feet 6.63500 111 Red Bank Medical 38412 Square Feet 6.29750 115 Liberty Plaza 47765 Square Feet 6.05600 121 Foothill Village 24895 Square Feet 5.93000 123 Fairfield Inn & Suites 75 Rooms 6.31000 127 Orleans Business Park II 50000 Square Feet 6.20000 128 Round Rock Towne Center 45174 Square Feet 6.23000 134 Hampton Inn - Starkville, MS 69 Rooms 6.62750 137 Century Boulevard 21108 Square Feet 5.69330 140 Emmorton Professional Building 29039 Square Feet 6.23000 141 Rodes Building 24960 Square Feet 6.44500 146 Ramada Inn - Tampa 122 Rooms 6.59500 147 Storage Solutions 689 Units 6.55000 152 30 East Hoffman Avenue 21500 Square Feet 6.46500 154 Garfield Place 36064 Square Feet 6.63000 155 Tucker Street Apartments 100 Units 5.90000 Net Mortgage Interest Original Cutoff Rem. Maturity/ Amort. Rem. Loan # Rate Balance Balance Term Term ARD Date Term Amort. - -------------------------------------------------------------------------------------------------------------------------------- 2 5.93690 280,000,000 280,000,000 120 119 08/01/16 0 0 3 6.11980 250,000,000 250,000,000 84 82 07/09/13 0 0 3.01 6.11980 43,396,071 43,396,071 84 82 07/09/13 0 0 3.02 6.11980 35,081,786 35,081,786 84 82 07/09/13 0 0 3.03 6.11980 21,665,357 21,665,357 84 82 07/09/13 0 0 3.04 6.11980 20,536,786 20,536,786 84 82 07/09/13 0 0 3.05 6.11980 20,515,000 20,515,000 84 82 07/09/13 0 0 3.06 6.11980 16,607,500 16,607,500 84 82 07/09/13 0 0 3.07 6.11980 14,566,786 14,566,786 84 82 07/09/13 0 0 3.08 6.11980 11,462,143 11,462,143 84 82 07/09/13 0 0 3.09 6.11980 10,854,286 10,854,286 84 82 07/09/13 0 0 3.1 6.11980 9,139,286 9,139,286 84 82 07/09/13 0 0 3.11 6.11980 8,596,786 8,596,786 84 82 07/09/13 0 0 3.12 6.11980 8,401,429 8,401,429 84 82 07/09/13 0 0 3.13 6.11980 7,381,071 7,381,071 84 82 07/09/13 0 0 3.14 6.11980 5,036,429 5,036,429 84 82 07/09/13 0 0 3.15 6.11980 4,862,857 4,862,857 84 82 07/09/13 0 0 3.16 6.11980 4,515,357 4,515,357 84 82 07/09/13 0 0 3.17 6.11980 4,255,000 4,255,000 84 82 07/09/13 0 0 3.18 6.11980 3,126,070 3,126,070 84 82 07/09/13 0 0 7* 5.99240 116,704,000 116,704,000 0 0 7 5.99240 24,000,000 24,000,000 96 96 09/01/14 0 0 8 5.99240 18,000,000 18,000,000 72 72 09/01/12 0 0 9 5.99240 14,040,000 14,040,000 96 96 09/01/14 0 0 10 5.99240 12,150,000 12,150,000 60 60 09/01/11 0 0 11 5.99240 10,410,000 10,410,000 72 72 09/01/12 0 0 12 5.99240 10,200,000 10,200,000 72 72 09/01/12 0 0 13 5.99240 7,234,000 7,234,000 96 96 09/01/14 0 0 14 5.99240 6,377,774 6,377,774 72 72 09/01/12 0 0 15 5.99240 3,480,000 3,480,000 72 72 09/01/12 0 0 16 5.99240 2,573,629 2,573,629 72 72 09/01/12 0 0 17 5.99240 2,345,755 2,345,755 72 72 09/01/12 0 0 18 5.99240 2,100,000 2,100,000 60 60 09/01/11 0 0 19 5.99240 1,611,348 1,611,348 72 72 09/01/12 0 0 20 5.99240 1,191,495 1,191,495 72 72 09/01/12 0 0 21 5.99240 990,000 990,000 72 72 09/01/12 0 0 22 6.16370 110,200,000 110,200,000 120 118 07/07/16 360 360 22.01 6.16370 16,700,000 16,700,000 120 118 07/07/16 360 360 22.02 6.16370 13,525,000 13,525,000 120 118 07/07/16 360 360 22.03 6.16370 11,650,000 11,650,000 120 118 07/07/16 360 360 22.04 6.16370 11,250,000 11,250,000 120 118 07/07/16 360 360 22.05 6.16370 8,450,000 8,450,000 120 118 07/07/16 360 360 22.06 6.16370 7,425,000 7,425,000 120 118 07/07/16 360 360 22.07 6.16370 6,750,000 6,750,000 120 118 07/07/16 360 360 22.08 6.16370 6,550,000 6,550,000 120 118 07/07/16 360 360 22.09 6.16370 6,350,000 6,350,000 120 118 07/07/16 360 360 22.1 6.16370 6,000,000 6,000,000 120 118 07/07/16 360 360 22.11 6.16370 5,700,000 5,700,000 120 118 07/07/16 360 360 22.12 6.16370 5,150,000 5,150,000 120 118 07/07/16 360 360 22.13 6.16370 4,700,000 4,700,000 120 118 07/07/16 360 360 23 6.05990 81,000,000 81,000,000 120 118 07/01/16 360 360 25 6.20590 55,650,000 55,650,000 120 120 09/01/16 360 360 30 6.22140 36,600,000 36,571,565 120 119 08/01/16 360 359 30.01 6.22140 27,500,000 27,478,635 120 119 08/01/16 360 359 30.02 6.22140 9,100,000 9,092,930 120 119 08/01/16 360 359 39 6.07440 20,000,000 20,000,000 120 118 07/01/16 360 360 40 6.31190 19,675,000 19,660,087 120 119 08/01/16 360 359 41 5.80140 18,300,000 18,300,000 120 120 10/01/16 360 360 48 6.13940 13,900,000 13,900,000 120 119 08/01/16 360 360 49 6.25940 13,700,000 13,665,810 120 117 06/01/16 360 357 52 5.77040 12,800,000 12,800,000 120 120 10/01/16 360 360 53 6.19940 12,380,000 12,380,000 144 144 10/01/18 360 360 54 6.55940 11,980,000 11,980,000 60 58 07/01/11 360 360 57 6.06940 9,900,000 9,900,000 120 115 04/01/16 360 360 58 6.11940 10,400,000 10,400,000 144 144 09/01/18 360 360 61 6.15240 10,000,000 10,000,000 120 120 09/01/16 360 360 66 6.08240 8,700,000 8,700,000 120 120 09/01/16 360 360 67 6.06940 8,660,000 8,660,000 120 119 08/01/16 360 360 69 6.12440 8,450,000 8,450,000 120 119 08/01/16 360 360 74 6.00840 8,000,000 8,000,000 120 120 09/01/16 360 360 76 6.23940 7,600,000 7,600,000 120 119 08/01/16 360 360 78 5.98940 7,400,000 7,400,000 120 120 09/01/16 360 360 84 6.16690 6,400,000 6,400,000 120 119 08/01/16 360 360 85 6.03540 6,375,000 6,375,000 120 120 09/01/16 360 360 87 5.49940 6,250,000 6,250,000 120 118 07/01/16 360 360 92 6.24940 5,900,000 5,900,000 120 120 09/01/16 360 360 97 6.27940 5,525,000 5,525,000 120 119 08/01/16 360 360 99 6.12940 5,500,000 5,493,184 120 119 08/01/16 300 299 100 6.33940 5,400,000 5,391,854 120 118 07/01/16 360 358 101 6.12940 5,300,000 5,300,000 120 118 07/01/16 0 0 103 5.91440 5,200,000 5,200,000 120 120 09/01/16 360 360 108 6.03940 5,050,000 5,050,000 120 120 09/01/16 360 360 110 6.54440 5,000,000 5,000,000 180 180 09/01/21 360 360 111 6.27690 5,000,000 5,000,000 120 120 09/01/16 360 360 115 6.03540 4,825,000 4,825,000 120 120 09/01/16 360 360 121 5.90940 4,625,000 4,625,000 120 120 09/01/16 360 360 123 6.23940 4,450,000 4,450,000 120 120 09/01/16 240 240 127 6.12940 4,200,000 4,200,000 120 118 07/01/16 0 0 128 6.15940 4,175,000 4,166,930 240 239 08/01/26 240 239 134 6.54690 3,600,000 3,595,950 120 119 08/01/16 300 299 137 5.62270 3,400,000 3,400,000 120 120 10/01/16 360 360 140 6.13940 3,200,000 3,197,506 120 119 08/01/16 360 359 141 6.37440 3,200,000 3,197,168 120 119 08/01/16 336 335 146 6.48440 3,000,000 3,000,000 120 120 09/01/16 240 240 147 6.47940 3,000,000 2,997,860 120 119 08/01/16 360 359 152 6.44440 2,500,000 2,495,330 180 179 08/01/21 240 239 154 6.60940 2,320,000 2,314,687 60 57 06/01/11 360 357 155 5.87940 1,980,000 1,980,000 120 114 03/01/16 360 360 Monthly ARD Debt Servicing Accrual ARD Step Crossed Originator/ Loan # Service Fee Rate Type (Y/N) Up (%) Title Type Loan Loan Seller - ------------------------------------------------------------------------------------------------------------------------------------ 2 1,409,390 0.02000 Actual/360 No Leasehold JPMCB 3 1,297,017 0.02000 Actual/360 No Fee JPMCB 3.01 0.02000 No Fee JPMCB 3.02 0.02000 No Fee JPMCB 3.03 0.02000 No Fee JPMCB 3.04 0.02000 No Fee JPMCB 3.05 0.02000 No Fee JPMCB 3.06 0.02000 No Fee JPMCB 3.07 0.02000 No Fee JPMCB 3.08 0.02000 No Fee JPMCB 3.09 0.02000 No Fee JPMCB 3.1 0.02000 No Fee JPMCB 3.11 0.02000 No Fee JPMCB 3.12 0.02000 No Fee JPMCB 3.13 0.02000 No Fee JPMCB 3.14 0.02000 No Fee JPMCB 3.15 0.02000 No Fee JPMCB 3.16 0.02000 No Fee JPMCB 3.17 0.02000 No Fee JPMCB 3.18 0.02000 No Fee JPMCB 7* 592,906 0.02000 Actual/360 No Fee JPMCB 7 121,930 0.02000 Actual/360 No Fee 01/01/00 JPMCB 8 91,448 0.02000 Actual/360 No Fee 01/01/00 JPMCB 9 71,329 0.02000 Actual/360 No Fee 01/01/00 JPMCB 10 61,727 0.02000 Actual/360 No Fee 01/01/00 JPMCB 11 52,887 0.02000 Actual/360 No Fee 01/01/00 JPMCB 12 51,820 0.02000 Actual/360 No Fee 01/01/00 JPMCB 13 36,752 0.02000 Actual/360 No Fee 01/01/00 JPMCB 14 32,402 0.02000 Actual/360 No Fee 01/01/00 JPMCB 15 17,680 0.02000 Actual/360 No Fee 01/01/00 JPMCB 16 13,075 0.02000 Actual/360 No Fee 01/01/00 JPMCB 17 11,917 0.02000 Actual/360 No Fee 01/01/00 JPMCB 18 10,669 0.02000 Actual/360 No Fee 01/01/00 JPMCB 19 8,186 0.02000 Actual/360 No Fee 01/01/00 JPMCB 20 6,053 0.02000 Actual/360 No Fee 01/01/00 JPMCB 21 5,030 0.02000 Actual/360 No Fee 01/01/00 JPMCB 22 673,819 0.02000 Actual/360 No Fee JPMCB 22.01 0.02000 No Fee JPMCB 22.02 0.02000 No Fee JPMCB 22.03 0.02000 No Fee JPMCB 22.04 0.02000 No Fee JPMCB 22.05 0.02000 No Fee JPMCB 22.06 0.02000 No Fee JPMCB 22.07 0.02000 No Fee JPMCB 22.08 0.02000 No Fee JPMCB 22.09 0.02000 No Fee JPMCB 22.1 0.02000 No Fee JPMCB 22.11 0.02000 No Fee JPMCB 22.12 0.02000 No Fee JPMCB 22.13 0.02000 No Fee JPMCB 23 489,836 0.02000 Actual/360 No Fee JPMCB 25 342,520 0.02000 Actual/360 No Fee and Leasehold JPMCB 30 225,162 0.02000 Actual/360 No Fee JPMCB 30.01 0.02000 No Fee JPMCB 30.02 0.02000 No Fee JPMCB 39 121,134 0.02000 Actual/360 No Fee JPMCB 40 122,200 0.02000 Actual/360 No Fee JPMCB 41 108,216 0.02000 Actual/360 No Fee JPMCB 48 84,773 0.02000 Actual/360 No Fee JPMCB 49 84,621 0.02000 Actual/360 No Fee JPMCB 52 75,439 0.02000 Actual/360 No Fee JPMCB 53 75,984 0.02000 Actual/360 No Fee JPMCB 54 76,670 0.01000 Actual/360 No Fee JPMCB 57 59,930 0.02000 Actual/360 No Fee JPMCB 58 63,292 0.02000 Actual/360 No Fee JPMCB 61 61,072 0.02000 Actual/360 No Fee JPMCB 66 53,020 0.02000 Actual/360 No Fee JPMCB 67 52,703 0.02000 Actual/360 No Fee JPMCB 69 51,726 0.02000 Actual/360 No Fee JPMCB 74 48,113 0.02000 Actual/360 No Fee JPMCB 76 46,844 0.02000 Actual/360 No Fee JPMCB 78 44,414 0.02000 Actual/360 No Fee JPMCB 84 39,146 0.02000 Actual/360 No Fee JPMCB 85 38,451 0.02000 Actual/360 No Fee JPMCB 87 35,565 0.02000 Actual/360 No Fee JPMCB 92 36,404 0.02000 Actual/360 No Fee JPMCB 97 34,198 0.02000 Actual/360 No Fee JPMCB 99 35,943 0.02000 Actual/360 No Fee JPMCB 100 33,636 0.02000 Actual/360 No Fee JPMCB 101 27,764 0.02000 Actual/360 No Fee JPMCB 103 31,093 0.01000 Actual/360 No Fee JPMCB 108 30,472 0.02000 Actual/360 No Fee JPMCB 110 32,049 0.01000 Actual/360 No Fee JPMCB 111 30,940 0.02000 Actual/360 No Fee JPMCB 115 29,102 0.02000 Actual/360 No Fee JPMCB 121 27,521 0.02000 Actual/360 No Fee JPMCB 123 32,682 0.01000 Actual/360 No Fee JPMCB 127 22,001 0.02000 Actual/360 No Fee JPMCB 128 30,468 0.02000 Actual/360 No Fee JPMCB 134 24,595 0.01000 Actual/360 No Fee JPMCB 137 19,719 0.02000 Actual/360 No Fee JPMCB 140 19,661 0.01000 Actual/360 No Fee JPMCB 141 20,591 0.01000 Actual/360 No Fee JPMCB 146 22,535 0.01000 Actual/360 No Fee JPMCB 147 19,061 0.02000 Actual/360 No Fee JPMCB 152 18,588 0.02000 Actual/360 No Fee JPMCB 154 14,863 0.02000 Actual/360 No Fee JPMCB 155 11,744 0.02000 Actual/360 No Fee JPMCB Loan # Guarantor - ----------------------------------------------------------------------------------------------------------------------------------- 2 Brookfield Financial Properties, L.P. 3 RREEF America REIT III, Inc. 3.01 3.02 3.03 3.04 3.05 3.06 3.07 3.08 3.09 3.1 3.11 3.12 3.13 3.14 3.15 3.16 3.17 3.18 7* Colony Capital 7 Colony Capital 8 Colony Capital 9 Colony Capital 10 Colony Capital 11 Colony Capital 12 Colony Capital 13 Colony Capital 14 Colony Capital 15 Colony Capital 16 Colony Capital 17 Colony Capital 18 Colony Capital 19 Colony Capital 20 Colony Capital 21 Colony Capital 22 Doyle Security Fund LLC and CNL Financial Group, Inc. 22.01 22.02 22.03 22.04 22.05 22.06 22.07 22.08 22.09 22.1 22.11 22.12 22.13 23 Feldman Equities Operating Partnership, LP 25 Robert E. Price and Jon M. Harder 30 Charles B. Neiss 30.01 30.02 39 Meir Yuval and Jacob Sofer 40 Joseph Sandner, III, Marc A. Eason, Mark D. Byers, R. William Pradat, Jr., Steven N. Tandet, Andrew L. Sink and E. Thornton Hydinger, Jr. 41 Asset Capital Partners, L.P. 48 Loanie T. Lam and Hung Cam Lam 49 Robert Woolley and Mauricio Garza 52 Asset Capital Partners, L.P. 53 Jay B. Noddle and Joseph Kirschenbaum 54 Robert J. Booth, Pamela M. Powell, Norbert T. Brauburger, Frederick Rusty Canevari, Lori D. Canevari, Dona L. Christenson, Barry R. Wallen, Christopher L. Comer, Michael W. Dreier, Debra E. Dreier, Alvin L. Franzen, Kathleen R. Franzen, Ashok Garg, Ian R. Hicks, Anne hicks, Raymond F. Hemry, Diane L. Hemry, Richard Hong Li, Lauren L. Locey, Cheryl A. Locey, Lawrence H. Nalbach, Steven L. Nartker, Heather A. Nartker, Andrew K. Nguyen, Evelyn L. Nguyen, Richard D. Patty, Cliff Poulton, Marijane Beighley Poulton, Steven S. Stielstra, michelle R. Hills, Kozen E. Tsukamoto, Janet Kiang Tsukamoto, Kazue Carol Tsukamoto, David Vendelin, Michelle K. Vendelin, Bruce Wasilewski, Janet G. Wright and Nathan W. Hanks 57 L. Richard Wilkerson 58 Joseph Kirshenbaum 61 Noffsinger Manufacturing Co., Inc. 66 Lawrence A. Debb, John Kosich and Gary Lundgren 67 Newton Tran 69 Mark R. Munsell 74 Thomas F. Kuschinski and Iqbal Singh Uppal 76 Wolfe Miller 78 Hassan A. Diab and Najah A. Sharkia 84 John E. Gross 85 Stephen Lazovitz 87 Joseph Kirshenbaum 92 John M. Cioe, Robert R. Cioe and Robert A. Cioe 97 David Scott Watson 99 John M. Schottenstein and Reginald Winssinger 100 Larry D. Wink, Kenneth J. WInk, Michael H. Wink, Michele W. Vignes and Joseph C. Wink, III 101 TRPF / 1252 Orleans, LLC 103 Corbett J. Donato 108 Alan R. Hammerschlag 110 Clinton L. Glasscock, S. Brooks May, Jr., Daniel W. McMahan, Jimmy Dan Conner, William J. Roby, SR. and William J. Roby, Jr. 111 Roger B. Wade 115 Stephen Lazovitz 121 Robert Gibbs and Matthew Sanchez 123 Chester W. Musselman, Thomas A. Musselman, Jr. and Mark Wheeler 127 Missing Guaranty 128 David J. Kanach and Paula C. Kanach 134 Robert M. Rogers 137 Asset Capital Partners, L.P. 140 Michael J. Arnold, Richard G. Arnold, and Bernard A. Ruocco 141 Howard K. Vogt 146 Pankaj Patel and Ramila Patel 147 Stephen J. Dwyer and Susan Dwyer 152 Steven A. Irace and Eugene Irace 154 Shirley Valenziano, Gary Valenziano, Jodi Valenziano, Patricia Valenziano and Gregg Valenziano 155 Gregory F. Perlman and GH Capital LLC Upfront Upfront Upfront Upfront Upfront Upfront Upfront Letter of CapEx Eng. Envir. TI/LC RE Tax Ins. Other Loan # Credit Reserve Reserve Reserve Reserve Reserve Reserve Reserve - ------------------------------------------------------------------------------------------------------------------------------------ 2 No 0.00 0.00 0.00 7,655,074.43 0.00 0.00 0.00 3 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00 3.01 No 3.02 No 3.03 No 3.04 No 3.05 No 3.06 No 3.07 No 3.08 No 3.09 No 3.1 No 3.11 No 3.12 No 3.13 No 3.14 No 3.15 No 3.16 No 3.17 No 3.18 No 7* No 0.00 0.00 0.00 0.00 0.00 0.00 0.00 7 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00 8 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00 9 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00 10 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00 11 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00 12 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00 13 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00 14 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00 15 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00 16 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00 17 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00 18 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00 19 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00 20 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00 21 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00 22 No 0.00 23,875.00 370,000.00 708,000.00 0.00 0.00 0.00 22.01 No 22.02 No 22.03 No 22.04 No 22.05 No 22.06 No 22.07 No 22.08 No 22.09 No 22.1 No 22.11 No 22.12 No 22.13 No 23 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00 25 No 0.00 0.00 0.00 2,283,000.00 244,962.36 24,561.00 0.00 30 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00 30.01 No 30.02 No 39 No 0.00 5,437.50 0.00 0.00 33,467.23 17,437.00 0.00 40 No 0.00 0.00 0.00 114,000.00 174,475.44 32,331.75 0.00 41 No 0.00 0.00 0.00 100,000.00 0.00 0.00 0.00 48 No 0.00 6,450.00 0.00 0.00 80,137.53 3,790.91 0.00 49 No 0.00 0.00 0.00 0.00 235,716.22 35,872.00 0.00 52 No 0.00 0.00 0.00 300,000.00 0.00 0.00 0.00 53 No 0.00 0.00 0.00 360,429.00 40,551.16 0.00 0.00 54 No 0.00 0.00 0.00 0.00 122,223.97 10,140.00 0.00 57 No 0.00 187,000.00 0.00 128,488.13 0.00 16,877.00 0.00 58 No 0.00 0.00 0.00 0.00 13,952.70 0.00 0.00 61 No 0.00 0.00 0.00 0.00 183,984.95 10,927.92 0.00 66 No 0.00 0.00 0.00 0.00 18,730.94 2,479.00 0.00 67 No 0.00 24,750.00 0.00 0.00 57,412.50 4,625.00 0.00 69 No 0.00 4,500.00 0.00 400,000.00 35,832.30 16,853.47 0.00 74 No 0.00 0.00 0.00 0.00 20,055.29 37,663.24 0.00 76 No 0.00 81,909.00 0.00 135,000.00 58,848.11 4,260.83 61,160.00 78 No 144,140.00 0.00 0.00 370,860.00 35,149.66 2,305.83 0.00 84 No 0.00 3,187.50 0.00 0.00 120,247.26 2,645.75 0.00 85 No 0.00 0.00 0.00 0.00 10,014.77 9,250.00 0.00 87 No 0.00 0.00 46,580.00 50,000.00 9,234.04 0.00 0.00 92 No 17,901.00 14,938.75 0.00 200,000.00 65,470.82 3,462.66 0.00 97 No 0.00 0.00 0.00 70,000.00 60,003.42 7,905.09 18,412.50 99 No 0.00 0.00 0.00 0.00 30,216.61 16,193.33 0.00 100 No 0.00 10,625.00 0.00 0.00 72,418.67 8,115.32 0.00 101 No 0.00 0.00 0.00 0.00 23,688.50 5,866.83 0.00 103 No 0.00 0.00 0.00 0.00 4,162.78 12,554.75 0.00 108 No 50,000.00 0.00 0.00 0.00 16,068.28 6,719.17 0.00 110 1,100,000.0 0.00 0.00 0.00 0.00 56,512.50 5,126.92 0.00 111 No 0.00 0.00 0.00 150,000.00 22,545.57 3,558.33 0.00 115 No 0.00 0.00 0.00 0.00 6,894.50 4,300.00 0.00 121 No 0.00 0.00 0.00 0.00 30,074.33 4,009.00 0.00 123 No 0.00 0.00 0.00 0.00 21,083.33 17,441.25 0.00 127 No 0.00 0.00 0.00 0.00 22,091.50 5,866.83 0.00 128 No 0.00 0.00 0.00 0.00 0.00 0.00 0.00 134 No 0.00 46,233.00 0.00 0.00 31,526.81 3,559.50 0.00 137 No 0.00 0.00 0.00 200,000.00 0.00 0.00 0.00 140 No 0.00 0.00 0.00 75,000.00 0.00 644.75 0.00 141 No 0.00 0.00 0.00 0.00 30,258.00 1,649.75 0.00 146 No 0.00 18,250.00 0.00 0.00 61,909.48 33,408.85 441,250.00 147 No 0.00 1,000.00 0.00 0.00 13,249.10 5,674.00 0.00 152 No 0.00 153,938.00 0.00 0.00 18,819.07 1,471.81 0.00 154 No 0.00 0.00 0.00 25,000.00 11,416.14 6,277.33 0.00 155 No 0.00 5,000.00 0.00 0.00 11,105.59 13,459.42 1,750.00 Monthly Monthly Monthly Monthly Monthly Monthly Capex Envir. TI/LC RE Tax Ins. Other Grace Lockbox Property Defeasance Loan # Reserve Reserve Reserve Reserve Reserve Reserve Period In-place Type Permitted - ------------------------------------------------------------------------------------------------------------------------------------ 2 0.00 0.00 0.00 0.00 0.00 579720.68 0 Yes Office Yes 3 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes Office Yes 3.01 0 Office 3.02 0 Office 3.03 0 Office 3.04 0 Office 3.05 0 Office 3.06 0 Office 3.07 0 Office 3.08 0 Office 3.09 0 Office 3.1 0 Office 3.11 0 Office 3.12 0 Office 3.13 0 Office 3.14 0 Office 3.15 0 Office 3.16 0 Office 3.17 0 Office 3.18 0 Office 7* 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes Various Yes 7 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes Office Yes 8 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes Industrial Yes 9 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes Industrial Yes 10 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes Office Yes 11 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes Industrial Yes 12 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes Industrial Yes 13 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes Industrial Yes 14 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes Industrial Yes 15 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes Industrial Yes 16 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes Industrial Yes 17 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes Industrial Yes 18 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes Industrial Yes 19 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes Industrial Yes 20 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes Industrial Yes 21 0.00 0.00 0.00 0.00 0.00 0.00 0 Yes Industrial Yes 22 0.00 0.00 41667.00 0.00 0.00 0.00 0 Yes Various Yes 22.01 0 Industrial 22.02 0 Industrial 22.03 0 Office 22.04 0 Office 22.05 0 Office 22.06 0 Industrial 22.07 0 Industrial 22.08 0 Industrial 22.09 0 Industrial 22.1 0 Industrial 22.11 0 Industrial 22.12 0 Industrial 22.13 0 Industrial 23 0.00 0.00 0.00 0.00 0.00 0.00 5 Yes Retail Yes 25 7575.38 0.00 30766.00 40827.06 0.00 0.00 7 No Office Yes 30 1021.05 0.00 0.00 0.00 0.00 0.00 0 Yes Various Yes 30.01 0 Office 30.02 0 Industrial 39 7920.00 0.00 0.00 8366.81 5812.33 0.00 10 No Multifamily Yes 40 4467.00 0.00 8040.00 21809.43 3592.42 0.00 7 No Industrial Yes 41 2576.00 0.00 0.00 24420.24 0.00 0.00 7 No Office Yes 48 3657.68 0.00 0.00 20034.38 3790.91 0.00 7 No Multifamily Yes 49 1588.50 0.00 0.00 39286.03 2989.33 0.00 10 Yes Office Yes 52 2562.00 0.00 0.00 20500.00 2203.92 0.00 7 No Office Yes 53 338.92 0.00 2083.33 13517.05 0.00 0.00 7 No Retail No 54 4600.00 0.00 0.00 17460.57 5070.00 0.00 7 No Multifamily Yes 57 322.18 0.00 4188.28 4153.50 2411.00 0.00 7 No Mixed Use Yes 58 458.33 0.00 0.00 4650.90 0.00 0.00 7 No Retail No 61 1377.74 0.00 5000.00 30664.16 2185.58 0.00 7 No Office Yes 66 270.83 0.00 5029.50 18730.94 826.33 0.00 7 No Office Yes 67 655.33 0.00 2184.00 11482.50 1541.67 0.00 10 No Retail Yes 69 1620.00 0.00 15000.00 17916.15 1532.13 0.00 10 No Office Yes 74 3914.07 0.00 0.00 20055.29 3766.32 0.00 7 No Multifamily Yes 76 0.00 0.00 0.00 11769.82 426.08 1683.17 7 No Retail No 78 0.00 0.00 0.00 8787.41 1152.91 0.00 7 No Industrial Yes 84 0.00 0.00 1667.00 20041.21 881.92 0.00 10 No Retail No 85 1216.67 0.00 3333.33 10014.77 770.83 0.00 7 No Office Yes 87 669.64 0.00 3334.00 9234.04 0.00 0.00 7 No Retail No 92 1272.27 0.00 6435.42 9352.97 1731.33 0.00 7 No Industrial Yes 97 291.75 0.00 0.00 8571.92 1317.52 0.00 7 No Retail Yes 99 1177.83 0.00 4038.00 6043.32 1619.33 0.00 7 No Retail Yes 100 651.92 0.00 2607.83 9052.33 2705.11 0.00 7 No Office Yes 101 0.00 0.00 0.00 7896.17 1466.71 0.00 7 Yes Industrial No 103 280.00 0.00 2084.00 1387.59 965.75 0.00 7 No Office Yes 108 0.00 0.00 0.00 3213.66 610.83 0.00 7 No Retail Yes 110 0.00 0.00 0.00 5651.25 1025.38 0.00 7 No Office Yes 111 480.00 0.00 0.00 4509.11 711.67 0.00 7 No Office Yes 115 796.08 0.00 3333.33 6894.50 358.33 0.00 7 No Office Yes 121 0.00 0.00 0.00 7518.58 668.16 0.00 7 No Retail Yes 123 4959.00 0.00 0.00 0.00 0.00 0.00 7 No Hotel Yes 127 0.00 0.00 0.00 7363.83 1466.71 0.00 7 Yes Industrial No 128 0.00 0.00 0.00 0.00 0.00 0.00 7 No Retail Yes 134 4753.01 0.00 0.00 3502.98 0.00 0.00 7 No Hotel Yes 137 183.00 0.00 8333.33 2479.61 389.75 0.00 7 No Office Yes 140 0.00 0.00 0.00 2326.92 214.92 363.00 7 No Office Yes 141 331.58 0.00 1093.00 3362.00 549.92 0.00 7 No Office Yes 146 6915.00 0.00 0.00 5159.12 3340.88 6915.00 7 No Hotel Yes 147 854.17 0.00 0.00 1472.12 945.67 0.00 7 No Self Storage Yes 152 0.00 0.00 0.00 3763.81 490.60 0.00 7 No Office Yes 154 453.11 0.00 2083.33 1902.69 570.66 0.00 7 No Retail Yes 155 1928.00 0.00 0.00 2776.40 1223.58 0.00 7 No Multifamily Yes Remaining Interest Final Amortization Accrual Loan Maturity Term for Loan # Period Group Date Balloon Loans - --------------------------------------------------------------------------- 2 Actual/360 1 3 Actual/360 1 3.01 1 3.02 1 3.03 1 3.04 1 3.05 1 3.06 1 3.07 1 3.08 1 3.09 1 3.1 1 3.11 1 3.12 1 3.13 1 3.14 1 3.15 1 3.16 1 3.17 1 3.18 1 7* Actual/360 1 7 Actual/360 1 8 Actual/360 1 9 Actual/360 1 10 Actual/360 1 11 Actual/360 1 12 Actual/360 1 13 Actual/360 1 14 Actual/360 1 15 Actual/360 1 16 Actual/360 1 17 Actual/360 1 18 Actual/360 1 19 Actual/360 1 20 Actual/360 1 21 Actual/360 1 22 Actual/360 1 360 22.01 1 360 22.02 1 360 22.03 1 360 22.04 1 360 22.05 1 360 22.06 1 360 22.07 1 360 22.08 1 360 22.09 1 360 22.1 1 360 22.11 1 360 22.12 1 360 22.13 1 360 23 Actual/360 1 360 25 Actual/360 1 360 30 Actual/360 1 360 30.01 1 360 30.02 1 360 39 Actual/360 2 360 40 Actual/360 1 360 41 Actual/360 1 360 48 Actual/360 2 360 49 Actual/360 1 360 52 Actual/360 1 360 53 Actual/360 1 360 54 Actual/360 2 360 57 Actual/360 1 360 58 Actual/360 1 360 61 Actual/360 1 360 66 Actual/360 1 360 67 Actual/360 1 360 69 Actual/360 1 360 74 Actual/360 2 360 76 Actual/360 1 360 78 Actual/360 1 360 84 Actual/360 1 360 85 Actual/360 1 360 87 Actual/360 1 360 92 Actual/360 1 360 97 Actual/360 1 360 99 Actual/360 1 300 100 Actual/360 1 360 101 Actual/360 1 103 Actual/360 1 360 108 Actual/360 1 360 110 Actual/360 1 360 111 Actual/360 1 360 115 Actual/360 1 360 121 Actual/360 1 360 123 Actual/360 1 240 127 Actual/360 1 128 Actual/360 1 240 134 Actual/360 1 300 137 Actual/360 1 360 140 Actual/360 1 360 141 Actual/360 1 336 146 Actual/360 1 240 147 Actual/360 1 360 152 Actual/360 1 240 154 Actual/360 1 360 155 Actual/360 2 360
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 Closing Date between the applicable 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 the applicable 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. Notwithstanding the foregoing, no representation is made as to the perfection of any security interest in rent, operating revenues or other personal property to the extent that possession or control of such items or actions other than the recordation of the Mortgage or the Assignment of Leases and Rents or the filing of UCC Financing Statements are required in order to effect such perfection. (7) The related Mortgagor under each Mortgage Loan has good and indefeasible fee simple or, with respect to those Mortgage Loans described in clause (20) hereof, leasehold title to the related Mortgaged Property comprising real estate subject to any Permitted Encumbrances. (8) The Seller has received an American Land Title Association (ALTA) lender's title insurance policy or a comparable form of lender's title insurance policy (or escrow instructions binding on the Title Insurer (as defined below) and irrevocably obligating the Title Insurer to issue such title insurance policy or a title policy commitment or pro-forma "marked up" at the closing of the related Mortgage Loan and countersigned 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 material misrepresentation, (ii) misapplication or misappropriation of rents, insurance proceeds or condemnation awards, (iii) either (x) any act of actual waste by or (y) 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 may be 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 and 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) Except by a written instrument that has been delivered to the Purchaser as a part of the related Mortgage File with respect to any immaterial releases of the Mortgaged Property, no Mortgage Loan has been satisfied, canceled, subordinated, released or rescinded, in whole or in part, and the related Mortgagor has not been released, in whole or in part, from its obligations under any related Mortgage Loan document. (12) Except with respect to the enforceability of any provisions requiring the payment of default interest, late fees, additional interest, prepayment premiums or yield maintenance charges, neither the Mortgage Loan nor any of the related Mortgage Loan documents is subject to any right of rescission, set off, abatement, diminution, valid counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of any such Mortgage Loan documents, or the exercise (in compliance with procedures permitted under applicable law) of any right thereunder, render any Mortgage Loan documents subject to any right of rescission, set off, abatement, diminution, valid counterclaim or defense, including the defense of usury (subject to anti-deficiency or one form of action laws and to bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditor's rights generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law)), and no such right of rescission, set off, abatement, diminution, valid counterclaim or defense has been asserted with respect thereto. None of the Mortgage Loan documents provides for a release of a portion of the Mortgaged Property from the lien of the Mortgage except upon payment or defeasance in full of all obligations under the Mortgage, provided that, notwithstanding the foregoing, certain of the Mortgage Loans may allow partial release (a) upon payment or defeasance of an Allocated Loan Amount which may be formula based, but in no event less than 125% of the Allocated Loan Amount, or (b) in the event the portion of the Mortgaged Property being released was not given any material value in connection with the underwriting or appraisal of the related Mortgage Loan. (13) As of the Closing Date, there is no payment default, after giving effect to any applicable notice and/or grace period, and, to the Seller's knowledge, as of the Closing Date, there is no other material default under any of the related Mortgage Loan documents, after giving effect to any applicable notice and/or grace period; no such material default or breach has been waived by the Seller or on its behalf or, to the Seller's knowledge, by the Seller's predecessors in interest with respect to the Mortgage Loans; and, to the Seller's actual knowledge, no event has occurred which, with the passing of time or giving of notice would constitute a material default or breach; provided, however, that the representations and warranties set forth in this sentence do not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of any subject matter otherwise covered by any other representation or warranty made by the Seller in this Exhibit B. No Mortgage Loan has been accelerated and no foreclosure proceeding or power of sale proceeding has been initiated under the terms of the related Mortgage Loan documents. 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 applicable zoning laws is insured by an ALTA lender's title insurance policy (or binding commitment therefor), or the equivalent as adopted in the applicable jurisdiction, or a law and ordinance insurance policy, or (b) the failure to obtain or maintain such inspections, licenses, permits or certificates of occupancy does not materially impair or materially and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination of the Mortgage Loan or the rights of a holder of the related Mortgage Loan. (17) All (a) taxes, water charges, sewer rents, assessments or other similar outstanding governmental charges and governmental assessments which became due and owing prior to the Closing Date in respect of the related Mortgaged Property (excluding any related personal property), and if left unpaid, would be, or might become, a lien on such Mortgaged Property having priority over the related Mortgage and (b) insurance premiums or ground rents which became due and owing prior to the Closing Date in respect of the related Mortgaged Property (excluding any related personal property), have been paid, or if disputed, or if such amounts are not delinquent prior to the Closing Date, an escrow of funds in an amount sufficient (together with escrow payments required to be made prior to delinquency) to cover such taxes and assessments and any late charges due in connection therewith has been established. As of the date of origination, the related Mortgaged Property was one or more separate and complete tax parcels. For purposes of this representation and warranty, the items identified herein shall not be considered due and owing until the date on which interest or penalties would be first payable thereon. (18) To the Seller's knowledge based on surveys or the Title Insurance Policy, (i) none of the material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property at the time of the origination of such Mortgage Loan lies outside the boundaries and building restriction lines of such Mortgaged Property, except to the extent they are legally nonconforming as contemplated by representation (37) below, and (ii) no improvements on adjoining properties encroach upon such Mortgaged Property, except in the case of either (i) or (ii) for (a) immaterial encroachments which do not materially adversely affect the security intended to be provided by the related Mortgage or the use, 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 that would materially and adversely affect its value as security for the related Mortgage Loan (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 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 such other agreement received by the originator of the Mortgage Loan from the ground lessor 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 such other agreement received by the originator of the Mortgage Loan from the ground lessor 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 (which may be the implementation of an operations and maintenance plan), if any, with respect to such conditions or circumstances as have been recommended by the Environmental Site Assessment or required by the applicable governmental authority, or (iv) as to which another responsible party not related to the Mortgagor with assets reasonably estimated by the Seller at the time of origination to be sufficient to effect all necessary or required remediation identified in a notice or other action from the applicable governmental authority is currently taking or required to take such actions, if any, with respect to such regulatory authority's order or directive, or (v) as to which such conditions or circumstances identified in the Environmental Site Assessment were investigated further and based upon such additional investigation, an environmental consultant recommended no further investigation or remediation, or (vi) as to which a party with financial resources reasonably estimated to be adequate to cure the condition or circumstance provided a guaranty or indemnity to the related Mortgagor or to the mortgagee to cover the costs of any required investigation, testing, monitoring or remediation, or (vii) as to which the related Mortgagor or other responsible party obtained a "No Further Action" letter or other evidence reasonably acceptable to a prudent commercial mortgage lender that applicable federal, state, or local governmental authorities had no current intention of taking any action, and are not requiring any action, in respect of such condition or circumstance, or (viii) which would not require substantial cleanup, remedial action or other extraordinary response under any Environmental Laws reasonably estimated to cost in excess of 5% of the outstanding principal balance of such Mortgage Loan. (c) To the Seller's actual knowledge and in reliance upon the Environmental Site Assessment, except for any Hazardous Materials being handled in accordance with applicable Environmental Laws and except for any Hazardous Materials present at such Mortgaged Property for which, to the extent that an Environmental Site Assessment recommends remediation or other action, (A) there exists either (i) environmental insurance with respect to such Mortgaged Property (as set forth on Schedule II hereto) or (ii) an amount in an escrow account pledged as security for such Mortgage Loan under the relevant Mortgage Loan documents equal to no less than 125% of the amount estimated in such Environmental Site Assessment as sufficient to pay the cost of such remediation or other action in accordance with such Environmental Site Assessment or (B) one of the statements set forth in clause (b) above is true, (1) such Mortgaged Property is not being used for the treatment or disposal of Hazardous Materials; (2) no Hazardous Materials are being used or stored or generated for off-site disposal or otherwise present at such Mortgaged Property other than Hazardous Materials of such types and in such quantities as are customarily used or stored or generated for off-site disposal or otherwise present in or at properties of the relevant property type; and (3) such Mortgaged Property is not subject to any environmental hazard (including, without limitation, any situation involving Hazardous Materials) which under the Environmental Laws would have to be eliminated before the sale of, or which could otherwise reasonably be expected to adversely affect in more than a de minimis manner the value or marketability of, such Mortgaged Property. (d) The related Mortgage or other Mortgage Loan documents contain covenants on the part of the related Mortgagor requiring its compliance with any present or future federal, state and local Environmental Laws and regulations in connection with the Mortgaged Property. The related Mortgagor (or an affiliate thereof) has agreed to indemnify, defend and hold the Seller, and its successors and assigns, harmless from and against any and all losses, liabilities, damages, penalties, fines, expenses and claims of whatever kind or nature (including attorneys' fees and costs) imposed upon or incurred by or asserted against any such party resulting from a breach of the environmental representations, warranties or covenants given by the related Mortgagor in connection with such Mortgage Loan. (e) Each of the Mortgage Loans which is covered by a lender's environmental insurance policy obtained in lieu of an Environmental Site Assessment ("In Lieu of Policy") is identified on Schedule I, and each In Lieu of Policy is in an amount equal to 125% of the outstanding principal balance of the related Mortgage Loan and has a term ending no sooner than the 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 (1) any notice of non payment of premiums that has not been cured in a timely manner by the related Mortgagor or (2) any notice of cancellation or termination of such Insurance Policies. 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 losses sustained by fire and against loss or damage by other risks and hazards covered by a standard extended coverage insurance policy providing "special" form coverage 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 excavations, underground utilities, 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 less than 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-:V" 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-:V" 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 prior holder of the Mortgage Loan, as of the Closing Date, there are no actions, suits, arbitrations or governmental investigations or proceedings by or before any court or other governmental authority or agency now pending against or affecting the Mortgagor under any Mortgage Loan or any of the Mortgaged Properties which, if determined against such Mortgagor or such Mortgaged Property, would materially and adversely affect the value of such Mortgaged Property, the security intended to be provided with respect to the related Mortgage Loan, or the ability of such Mortgagor and/or the current use of such Mortgaged Property to generate net cash flow to pay principal, interest and other amounts due under the related Mortgage Loan; and to the Seller's actual knowledge there are no such actions, suits or proceedings threatened against such Mortgagor. (25) The origination 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 and since origination, the Mortgage Loan has been serviced in all material respects in a legal manner in conformance with 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 or related Mortgage Loan documents provide that it shall engage solely in the business of owning and operating the Mortgaged Property and which does not engage in any business unrelated to such property and the financing thereof, does not have any assets other than those related to its interest in the Mortgaged Property or the financing thereof or any indebtedness other than as permitted by the related Mortgage or the other Mortgage Loan documents, and the organizational documents of which require that it have its own separate books and records and its own accounts, in each case which are separate and apart from the books and records and accounts of any other Person. (31) The gross proceeds of each Mortgage Loan to the related Mortgagor at origination did not exceed the non-contingent principal amount of the Mortgage Loan and either: (a) such Mortgage Loan is secured by an interest in real property having a fair market value (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 contains a "due on sale" clause, which provides for the acceleration of the payment of the unpaid principal balance of the Mortgage Loan if, without the prior written consent of the holder of the Mortgage Loan, the property subject to the Mortgage, or any controlling interest therein, is directly or indirectly transferred or sold (except that it may provide for transfers by devise, descent or operation of law upon the death of a member, manager, general partner or shareholder of a Mortgagor and that it may provide for transfers subject to the Mortgage Loan holder's approval of transferee, transfers of worn out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality, transfers of leases entered into in accordance with the Mortgage Loan documents, 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 out-of-pocket 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 any Mortgage Loan 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 or, with respect to acceleration or the commencement of the accrual of default interest under any Mortgage Loan, five (5) days after notice to the Mortgagor of default. (41) The following statements are true with respect to the related Mortgaged Property: (a) the Mortgaged Property is located on or adjacent to a dedicated road or has access to an irrevocable easement permitting ingress and egress and (b) the Mortgaged Property is served by public or private utilities, water and sewer (or septic facilities) appropriate for the use in which the Mortgaged Property is currently being utilized. (42) None of the Mortgage Loan documents contain any provision that expressly excuses the related borrower from obtaining and maintaining insurance coverage for acts of terrorism or, 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 a "standard extended coverage" 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 applicable 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 other Mortgage Loans or Companion Loans that are cross-collateralized with the related Mortgage Loan. Other. For purposes of these representations and warranties, the term "to the Seller's knowledge" shall mean that no officer, employee or agent of the Seller responsible for the underwriting, origination or sale of the Mortgage Loans or of any servicer responsible for servicing the Mortgage Loan on behalf of the Seller, believes that a given representation or warranty is not true or is inaccurate based upon the Seller's reasonable inquiry and during the course of such inquiry, no such officer, employee or agent of the Seller has obtained any actual knowledge of any facts or circumstances that would cause such person to believe that such representation or warranty was inaccurate. Furthermore, all information contained in documents which are part of or required to be part of a Mortgage File shall be deemed to be within the Seller's knowledge. For purposes of these representations and warranties, the term "to the Seller's actual knowledge" shall mean that an officer, employee or agent of the Seller responsible for the underwriting, origination and sale of the Mortgage Loans does not actually know of any facts or circumstances that would cause such person to believe that such representation or warranty was inaccurate. EXHIBIT C JPMCC 2006 - LDP8 Exceptions to Representations Representation #(4) - -------------------
- ----------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception - ----------------------------------------------------------------------------------- 100 United Plaza The Mortgaged Property secures the Mortgage Loan and a B-Note held by CBA Mezzanine Capital Finance, LLC. - ----------------------------------------------------------------------------------- 103 Donato Corporate Park The Mortgaged Property secures the Mortgage Loan and a B-Note held by CBA Mezzanine Capital Finance, LLC. - ----------------------------------------------------------------------------------- 25 Stevens Center Business The Mortgaged Property secures the Park Mortgage Loan and a B-Note held by CBA Mezzanine Capital Finance, LLC. - ----------------------------------------------------------------------------------- 3 RREEF Silicon Valley The Mortgaged Property secures the Office Portfolio Mortgage Loan (consisting of a Fixed Rate A-2 Note), a Fixed Rate A-1 Note (which is pari passu with the Mortgage Loan and is not included in the trust fund) and a Floating Rate A Note and Floating Rate B Note (which are pari passu with the Mortgage Loan and Fixed Rate A-1 Note and are not included in the trust fund). - -----------------------------------------------------------------------------------
Representation #(6) - -------------------
- ----------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception - ----------------------------------------------------------------------------------- 22 CNL/Welsh Portfolio Five of the Mortgaged Properties have tenants with a right to purchase such respective properties during the term of the Mortgage Loan. - ----------------------------------------------------------------------------------- 140 Emmorton Professional The Mortgaged Loan is structured as an Building indemnity deed of trust ("IDOT"), under which the Mortgage Note is secured by an indemnity guaranty, which indemnity guaranty is secured by the fee interest in the Mortgaged Property. The guarantor of the Mortgage Note owns the Mortgaged Property and thus has an interest in the lease payments. - ----------------------------------------------------------------------------------- 3 RREEF Silicon Valley The Mortgaged Property secures the Office Portfolio Mortgage Loan (consisting of a Fixed Rate A-2 Note), a Fixed Rate A-1 Note (which is pari passu with the Mortgage Loan and is not included in the trust fund) and a Floating Rate A Note and Floating Rate B Note (which are pari passu with the Mortgage Loan and Fixed Rate A-1 Note and are not included in the trust fund). - ----------------------------------------------------------------------------------- 41 Commerce Center I The Mortgaged Loan is structured as an indemnity deed of trust ("IDOT"), under which the Mortgage Note is secured by an indemnity guaranty, which indemnity guaranty is secured by the fee interest in the Mortgaged Property. The guarantor of the Mortgage Note owns the Mortgaged Property and thus has an interest in the lease payments. - ----------------------------------------------------------------------------------- 137 Century Boulevard The Mortgaged Loan is structured as an indemnity deed of trust ("IDOT"), under which the Mortgage Note is secured by an indemnity guaranty, which indemnity guaranty is secured by the fee interest in the Mortgaged Property. The guarantor of the Mortgage Note owns the Mortgaged Property and thus has an interest in the lease payments. - -----------------------------------------------------------------------------------
Representation #(7) - -------------------
- ----------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception - ----------------------------------------------------------------------------------- 22 CNL/Welsh Portfolio Five of the Mortgaged Properties have tenants with a right to purchase such respective properties during the term of the Mortgage Loan. - ----------------------------------------------------------------------------------- 140 Emmorton Professional Because the Mortgage Loan is structured Building for tax purposes as an IDOT, the guarantor of the Mortgage Note is the owner of the related Mortgaged Property instead of the related Mortgagor. - ----------------------------------------------------------------------------------- 41 Commerce Center I Because the Mortgage Loan is structured for tax purposes as an IDOT, the guarantor of the Mortgage Note is the owner of the related Mortgaged Property instead of the related Mortgagor. - ----------------------------------------------------------------------------------- 137 Century Boulevard Because the Mortgage Loan is structured for tax purposes as an IDOT, the guarantor of the Mortgage Note is the owner of the related Mortgaged Property instead of the related Mortgagor. - -----------------------------------------------------------------------------------
Representation #(10a) - ---------------------
- ----------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception - ----------------------------------------------------------------------------------- 101 Orleans Business Park There is no individual or entity other than the Mortgagor who is liable for the non-recourse carveouts. The environmental non-recourse carveout is qualified by certain provisions in the Mortgage Loan documents and includes a 6 month sunset provision. - ----------------------------------------------------------------------------------- 127 Orleans Business Park II There is no individual or entity other than the Mortgagor who is liable for the non-recourse carveouts. The environmental non-recourse carveout is qualified by certain provisions in the Mortgage Loan documents and includes a 6 month sunset provision. - ----------------------------------------------------------------------------------- 155 Tucker Street Apartments In addition to the standard carveouts, the Mortgage Loan is recourse (i) until the completion of the transfer to the single purpose entity, or (ii) if the HAP Contract, as defined in the Mortgage Loan documents, is terminated by the Housing and Urban Development administration as an exercise of its rights thereunder as a result of any breach by, default under or claims against the Mortgagor. - ----------------------------------------------------------------------------------- 2 53 State Street There is no individual or entity other than the Mortgagor who is liable for the non-recourse carveouts. - ----------------------------------------------------------------------------------- 3 RREEF Silicon Valley There is no individual or entity other Office Portfolio than the Mortgagor who is liable for the non-recourse carveouts. - ----------------------------------------------------------------------------------- 57 The Plaza at Point Happy The environmental indemnity contains a 3 year sunset provision. - ----------------------------------------------------------------------------------- 23 Foothills Mall The environmental indemnity contains a 5 year sunset provision. - ----------------------------------------------------------------------------------- 7-21 Colony III Portfolio No individual or entity (other than the Mortgagor) is liable for breach of the fraud and environmental non-recourse carveouts. - -----------------------------------------------------------------------------------
Representation #(10c) - ---------------------
- ----------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception - ----------------------------------------------------------------------------------- 140 Emmorton Professional The Mortgage Loan is structured as an Building IDOT, and while the related Mortgagor was the maker of the Mortgage Note, the Mortgage was given by the indemnity guarantor. - ----------------------------------------------------------------------------------- 41 Commerce Center I The Mortgage Loan is structured as an IDOT, and while the related Mortgagor was the maker of the Mortgage Note, the Mortgage was given by the indemnity guarantor. - ----------------------------------------------------------------------------------- 137 Century Boulevard The Mortgage Loan is structured as an IDOT, and while the related Mortgagor was the maker of the Mortgage Note, the Mortgage was given by the indemnity guarantor. - -----------------------------------------------------------------------------------
Representation #(10d) - ---------------------
- ----------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception - ----------------------------------------------------------------------------------- 22 CNL/Welsh Portfolio The terms of certain Mortgage Loan documents were modified after the Cut-off Date to incorporate conditions to the pre-approved expansion and construction of improvements on one of the Mortgaged Properties. Additionally, one of the environmental indemnity guarantors was released for so long as the environmental insurance policy is in full force and effect because environmental insurance was provided. - ----------------------------------------------------------------------------------- 3 RREEF Silicon Valley The terms of certain Mortgage Loan Office Portfolio documents were modified after August 1, 2006 to make the Fixed Rate A-2 Note, Floating Rate A Note and Floating Rate B Note pari passu with the Mortgage Loan and to change the amounts required to be escrowed for repairs to the Mortgaged Properties and the procedures for releasing such funds. - -----------------------------------------------------------------------------------
Representation #(12) - --------------------
- ----------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception - ----------------------------------------------------------------------------------- 30 Neiss Portfolio Each Neiss Portfolio property may be released from the lien of the Mortgage upon defeasance of an amount equal to 110% of the allocated loan amount. - ----------------------------------------------------------------------------------- 7-21 Colony III Portfolio Each Colony property may be released from the lien of the Mortgage upon defeasance of an amount equal to between 105% and 107.5% of the allocated loan amount. Additionally, each Colony property may be released from the lien of the Mortgaged upon the Mortgagor providing a letter of credit in an amount equal to 105% of the allocated loan amount. The Mortgagor may obtain a release of an individual Mortgaged Property by substituting its interest in other Mortgaged Properties as collateral during the term of the Mortgage Loan, subject to certain conditions as set forth in the related Mortgage Loan documents. - ----------------------------------------------------------------------------------- 3 RREEF Silicon Valley Each RREEF property may be released from Office Portfolio the lien of the Mortgage upon defeasance of an amount equal to between 105% and 115% of the allocated loan amount to such property. - -----------------------------------------------------------------------------------
Representation #(14a) - ---------------------
- ----------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception - ----------------------------------------------------------------------------------- 57 The Plaza at Point Happy The value of the Mortgaged Property is based upon the appraiser's $15,500,000 "as stabilized" value (as compared with a $15,350,000 "as-is" value) and assumes build-out and occupancy of space that has not yet occurred. The mortgagee established escrows at origination in the amount of $1,500,000 relating to the lease-up of the Mortgaged Property. - -----------------------------------------------------------------------------------
Representation #(16) - --------------------
- ----------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception - ----------------------------------------------------------------------------------- 147; 67; Storage Solutions; 103; 23; 146; Country Corner Shopping 7-21;22 Center; Donato Corporate Park; Foothills Mall; Ramada Inn-Tampa; Colony III Portfolio (13524 Welch Road and 4550 Spring Valley Road); The respective Mortgaged Properties are CNL/Welsh Portfolio (ADS legally nonconforming due to deficient Logistics-IN) parking. - ----------------------------------------------------------------------------------- 152 30 East Hoffman Avenue The Mortgaged Property is nonconforming due to setback, density and parking violations. - ----------------------------------------------------------------------------------- 3 RREEF Silicon Valley Five of the RREEF properties (Peery Park Office Portfolio Biotech, Peery Park I, Peery Park II, Macara A&B and Sunnyvale/Santa Clara/San Jose) are legally nonconforming due to excessive parking. - -----------------------------------------------------------------------------------
Representation #(19a) - ---------------------
- ----------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception - ----------------------------------------------------------------------------------- 154; 115;137 Garfield Place; Liberty The mortgagee waived escrows for Plaza; Century Boulevard immediate repairs in an amount of less than $5,000 recommended by the property condition report. - ----------------------------------------------------------------------------------- 85 Highland Plaza The mortgagee waived escrows for immediate repairs in the amount of $7,375 recommended by the property condition report. - ----------------------------------------------------------------------------------- 3 RREEF Silicon Valley The property condition report Office Portfolio recommended immediate repairs in the amount of $6,214,459. The mortgagee waived escrows for immediate repairs in the amount of $5,000,000 and the Mortgagor escrowed the remaining $1,518,458.70. - ----------------------------------------------------------------------------------- 7-21 Colony III Portfolio The mortgagee waived escrows for immediate repairs in the amount of $523,070 recommended by the property condition report - ----------------------------------------------------------------------------------- 41 Commerce Center I The Property Condition Assessment was completed more than twelve months prior to the cut-off date. - ----------------------------------------------------------------------------------- 52 Executive Tower The mortgagee waived escrows for immediate repairs in the amount of $14,824 recommended by the property condition report. The Property Condition Assessment was completed more than twelve months prior to the cut-off date. - -----------------------------------------------------------------------------------
Representation #(19b) - ---------------------
- ----------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception - ----------------------------------------------------------------------------------- 2 53 State Street There is an impending permanent easement in favor of the Massachusetts Bay Transportation Authority that will affect a portion of the Mortgaged Property. The sponsor will receive $1.9 million as consideration for the permanent easement. - -----------------------------------------------------------------------------------
Representation #(20a-i) - -----------------------
- ----------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception - ----------------------------------------------------------------------------------- 3 RREEF Silicon Valley One of the RREEF Silicon Valley Office Office Portfolio Portfolio properties (North Point Business Park) includes a parking area which the Mortgagor holds pursuant to a ground lease, expiring on September 30, 2024. The parking area of the fee ownership portion of the Mortgaged Property is sufficient to satisfy current zoning requirements. - -----------------------------------------------------------------------------------
Representation #(21a) - ---------------------
- ----------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception - ----------------------------------------------------------------------------------- 3 RREEF Silicon Valley Mortgagee obtained Environmental Desk Office Portfolio Top reviews of existing Phase I reports that were prepared for the Mortgagor as part of the acquisition. - ----------------------------------------------------------------------------------- 41 Commerce Center I The Phase I Environmental Assessment was completed more than twelve months prior to the origination date. - ----------------------------------------------------------------------------------- 52 Executive Tower The Phase I Environmental Assessment was completed more than twelve months prior to the origination date. - -----------------------------------------------------------------------------------
Representation #(21d) - ---------------------
- ----------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception - ----------------------------------------------------------------------------------- 101 Orleans Business Park The environmental non-recourse carveout is qualified by certain provisions in the Mortgage Loan documents and includes a 6 month sunset provision. - ----------------------------------------------------------------------------------- 127 Orleans Business Park II The environmental non-recourse carveout is qualified by certain provisions in the Mortgage Loan documents and includes a 6 month sunset provision. - ----------------------------------------------------------------------------------- 57 The Plaza at Point Happy The environmental indemnity contains a 3 year sunset provision. - ----------------------------------------------------------------------------------- 23 Foothills Mall The environmental indemnity contains a 5 year sunset provision. - -----------------------------------------------------------------------------------
Representation #(22) - --------------------
- ----------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception - ----------------------------------------------------------------------------------- 22 CNL/Welsh Portfolio Mortgagor may maintain all-risk insurance with a deductible that does not exceed $50,000 for the Fingerhut and ADS properties. - ----------------------------------------------------------------------------------- 74 Knobb Hill Apartments Mortgagor may maintain comprehensive commercial general liability insurance with a deductible that does not exceed $2,500. - ----------------------------------------------------------------------------------- 30 Neiss Portfolio Mortgagor may maintain comprehensive commercial general liability insurance for each of the Neiss Portfolio properties with a deductible that does not exceed $1,000. - ----------------------------------------------------------------------------------- 155 Tucker Street Apartments Mortgagor may maintain comprehensive commercial general liability insurance with a deductible that does not exceed $5,000. - ----------------------------------------------------------------------------------- 2 53 State Street Mortgagor may maintain all-risk insurance with a deductible that does not exceed $250,000. If damage is due to acts of terrorism, the deductible may not exceed $1,000,000 or, subject to the satisfaction of certain criteria, including delivery of a guaranty by Brookfield Properties Corporation, $10,000,000. - ----------------------------------------------------------------------------------- 7-21 Colony III Portfolio Mortgagor may maintain all-risk insurance with a deductible that does not exceed $250,000. - ----------------------------------------------------------------------------------- 3 RREEF Silicon Valley Mortgagor may maintain all-risk Office Portfolio insurance with a deductible that does not exceed $100,000. The Mortgagor is required to carry Insurance Policies from carriers having a claims-paying ability rating of "A" or better (or the equivalent thereof) by at least two (2) of the rating agencies rating the Certificates, or, if only one rating agency is rating the Certificates, then only by such rating agency; provided, however, that if insurance is provided by a syndicate, the insurers will be acceptable if: (i) the first layer of coverage under such insurance will be provided by carriers with a minimum financial strength rating by S&P of "A" or better; (ii) 60% (75% if there are four or fewer members in the syndicate) of the aggregate limits under such Insurance Policies must be provided by carriers with a minimum financial strength rating from S&P of "A" or better and (iii) the financial strength rating from S&P for each carrier in the syndicate should be at least "BBB". The Mortgagor has the right to accept carriers with respect to earthquake coverage, which do not satisfy the rating requirements if the mortgagee determines there is a limited market availability for such carriers. - ----------------------------------------------------------------------------------- 76 Hampden Villa Center Mortgagor may maintain comprehensive commercial general liability insurance with a deductible that does not exceed $2,500. - ----------------------------------------------------------------------------------- 146 Ramada Inn-Tampa Mortgagor may maintain comprehensive commercial general liability insurance with a deductible that does not exceed $500. The Mortgagor is permitted to maintain its current Insurance Policy with Century Surety Company, with a current claims-paying rating of "BBB" by S&P, provided that (i) in the event Century Surety Company's claims-paying ratings are downgraded below "BBB" by S&P, or (ii) the expiration date of such Insurance Policy occurs, the Mortgagor is required to obtain a new Insurance Policy from a Qualified Insurer. The Mortgagor's current policy does have "A" coverage for Law and Ordinance and the Mortgagor is required to obtain it upon insurance renewal. In addition, the Mortgagor's current insurance policy does not contain sufficient windstorm coverage insurance but mortgagee escrowed an amount equal to the insurance shortfall and the Mortgagor is required to obtain sufficient insurance upon renewal. The loan is full recourse to the guarantor if any casualty occurs prior to insurance renewal. - ----------------------------------------------------------------------------------- 49 Briargrove Place Mortgagor may maintain comprehensive commercial general liability insurance with a deductible that does not exceed $1,000. - ----------------------------------------------------------------------------------- 54 The Links at Citiside Mortgagor may maintain comprehensive Apartments commercial general liability insurance with a deductible that does not exceed $2,500. - -----------------------------------------------------------------------------------
Representation #(24) - --------------------
- ----------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception - ----------------------------------------------------------------------------------- 2 53 State Street There is an impending permanent easement in favor of the Massachusetts Bay Transportation Authority that will affect a portion of the Mortgaged Property, although such easement should not have an adverse economic effect on the Mortgaged Property. The sponsor will receive $1.9 million as consideration for the permanent easement. - ----------------------------------------------------------------------------------- 49 Briargrove Place The Mortgagor is a defendant in a pending lawsuit by Dicker Corporation pursuant to which the plaintiff is seeking specific performance regarding parking spaces, curb cut access and signage. - -----------------------------------------------------------------------------------
Representation #(27) - --------------------
- ----------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception - ----------------------------------------------------------------------------------- 140 Emmorton Professional This loan is secured by an IDOT. The Building indemnity grantor, and not the Mortgagor, is required to provide financial information to the mortgagee. - ----------------------------------------------------------------------------------- 41 Commerce Center I This loan is secured by an IDOT. The indemnity grantor, and not the Mortgagor, is required to provide financial information to the mortgagee. - ----------------------------------------------------------------------------------- 137 Century Boulevard This loan is secured by an IDOT. The indemnity grantor, and not the Mortgagor, is required to provide financial information to the mortgagee. - -----------------------------------------------------------------------------------
Representation #(32) - --------------------
- ----------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception - ----------------------------------------------------------------------------------- 22 CNL/Welsh Portfolio Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. The direct owner of 100% of the Mortgagor has pledged its ownership interests in the Mortgagor to secure a mezzanine loan held by JPMorgan Chase Bank, N.A. If such entity defaults on the mezzanine loan, the interest in such direct owner can be transferred to the mezzanine lender pursuant to the mezzanine loan documents. - ----------------------------------------------------------------------------------- 99 Fiesta Crossings SC Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. - ----------------------------------------------------------------------------------- 87 Harvey Oaks Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. - ----------------------------------------------------------------------------------- 54 The Links at Citiside Subject to the satisfaction of certain Apartments conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. - ----------------------------------------------------------------------------------- 101 Orleans Business Park Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. - ----------------------------------------------------------------------------------- 127 Orleans Business Park II Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. - ----------------------------------------------------------------------------------- 57 The Plaza at Point Happy Subject to the satisfaction of certain criteria, the Mortgage Loan documents allow members of the Mortgagor the right to pledge their interests in the Mortgagor to secure a mezzanine loan pursuant to the security instrument. - ----------------------------------------------------------------------------------- 155 Tucker Street Apartments Subject to the satisfaction of certain criteria, the Mortgage Loan documents require the Mortgagor to transfer the Mortgaged Property to Tucker Street Investors, LLC within 90 days of loan origination, which may be extended in the sole discretion of the holder of the Mortgage Loan, an additional 90 days upon evidence of Mortgagor's diligent pursuit of the required transfer. - ----------------------------------------------------------------------------------- 110 Eastpoint Business Park Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. - ----------------------------------------------------------------------------------- 2 53 State Street Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. - ----------------------------------------------------------------------------------- 23 Foothills Mall Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. - ----------------------------------------------------------------------------------- 7-21 Colony III Portfolio Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. Subject to the satisfaction of certain criteria, the Mortgage Loan documents allow members of the Mortgagor the right to pledge their interests in the Mortgagor to secure a mezzanine loan pursuant to the security instrument. - ----------------------------------------------------------------------------------- 3 RREEF Silicon Valley Subject to the satisfaction of certain Office Portfolio conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. - ----------------------------------------------------------------------------------- 41 Commerce Center I Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. Subject to the satisfaction of certain criteria, the Mortgage Loan documents allow members of the Mortgagor the right to pledge their interests in the Mortgagor to secure a mezzanine loan pursuant to the security instrument. - ----------------------------------------------------------------------------------- 52 Executive Tower Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. Subject to the satisfaction of certain criteria, the Mortgage Loan documents allow members of the Mortgagor the right to pledge their interests in the Mortgagor to secure a mezzanine loan pursuant to the security instrument. - ----------------------------------------------------------------------------------- 66 2350 Ravine Way Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. - ----------------------------------------------------------------------------------- 137 Century Boulevard Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. Subject to the satisfaction of certain criteria, the Mortgage Loan documents allow members of the Mortgagor the right to pledge their interests in the Mortgagor to secure a mezzanine loan pursuant to the security instrument. - -----------------------------------------------------------------------------------
Representation #(33) - --------------------
- ----------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception - ----------------------------------------------------------------------------------- 3 RREEF Silicon Valley The Mortgaged Property secures the Office Portfolio Mortgage Loan (consisting of a Fixed Rate A-2 Note), a Fixed Rate A-1 Note (which is pari passu with the Mortgage Loan and is not included in the trust fund) and a Floating Rate A Note and Floating Rate B Note (which are pari passu with the Mortgage Loan and Fixed Rate A-1 Note and are not included in the trust fund). - -----------------------------------------------------------------------------------
Representation #(35) - --------------------
- ----------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception - ----------------------------------------------------------------------------------- 30 Neiss Portfolio Each Neiss Portfolio property may be released from the lien of the Mortgage upon defeasance of an amount equal to 110% of the allocated loan amount. - ----------------------------------------------------------------------------------- 7-21 Colony III Portfolio Each Colony property may be released from the lien of the Mortgage upon defeasance of an amount equal to between 105% and 107.5% of the allocated loan amount. Additionally, each Colony property may be released from the lien of the Mortgaged upon the Mortgagor providing a letter of credit in an amount equal to 105% of the allocated loan amount. The Mortgagor may obtain a release of an individual Mortgaged Property by substituting its interest in other Mortgaged Properties as collateral during the term of the Mortgage Loan, subject to certain conditions as set forth in the related Mortgage Loan documents. - ----------------------------------------------------------------------------------- 3 RREEF Silicon Valley Each RREEF property may be released from Office Portfolio the lien of the Mortgage upon defeasance of an amount equal to between 105% and 115% of the allocated loan amount to such property. - -----------------------------------------------------------------------------------
Representation #(36) - --------------------
- ----------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception - ----------------------------------------------------------------------------------- 140 Emmorton Professional Because the Mortgage Loan is structured Building for tax purposes as an IDOT, the indemnity guarantor of the IDOT owns the related Mortgaged Property instead of the related Mortgagor. - ----------------------------------------------------------------------------------- 41 Commerce Center I Because the Mortgage Loan is structured for tax purposes as an IDOT, the indemnity guarantor of the IDOT owns the related Mortgaged Property instead of the related Mortgagor. - ----------------------------------------------------------------------------------- 137 Century Boulevard Because the Mortgage Loan is structured for tax purposes as an IDOT, the indemnity guarantor of the IDOT owns the related Mortgaged Property instead of the related Mortgagor. - ----------------------------------------------------------------------------------- 25 Stevens Center Business The Mortgaged Properties are governed by Park two tenant-in-common agreements. An entity other than the Mortgagor has ownership interest in each of the Mortgaged Properties governed by those agreements. - -----------------------------------------------------------------------------------
Representation #(37) - --------------------
- ----------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception - ----------------------------------------------------------------------------------- 147; 67; Storage Solutions; 103; 23; 146; Country Corner Shopping 7-21; 22; Center; Donato Corporate 48; 108; 3; Park; Foothills Mall; 52 Ramada Inn-Tampa; Colony III Portfolio (13524 Welch Road, 4550 Spring Valley Road and Flotilla); CNL/Welsh Portfolio (ADS Logistics-IN, ADS Logistics-NC, GMR Marketing and HK System); Villa Verde Apartments; Woodstock Square Shopping Center; RREEF Silicon Valley Office Portfolio (Mountain View Properties, Orchard Park and Sunnyvale/Santa The respective Mortgaged Properties are Clara/San Jose); legally nonconforming due to deficient Executive Tower parking. - ----------------------------------------------------------------------------------- 152 30 East Hoffman Avenue The Mortgaged Property is nonconforming due to setback, density and parking violations. - ----------------------------------------------------------------------------------- 22 CNL/Welsh Portfolio One of the CNL/Welsh Portfolio properties (Fingerhut Property) is nonconforming due to setback and parking violations. The property is considered nonconforming as to parking because the parking area is not striped. - ----------------------------------------------------------------------------------- 7-21 Colony III Portfolio One of the Colony Line B properties (155 Pfingsten) is nonconforming due to deficient parking. According to the zoning report, if the parking area is restriped to add 5 parking spaces, the property will be legal nonconforming. - ----------------------------------------------------------------------------------- 3 RREEF Silicon Valley Five of the RREEF properties (Peery Park Office Portfolio Biotech, Peery Park I, Peery Park II, Macara A&B and Sunnyvale/Santa Clara/San Jose) are legally nonconforming due to excessive parking. - -----------------------------------------------------------------------------------
Representation #(42) - --------------------
- ----------------------------------------------------------------------------------- Loan Number Loan Name Description of Exception - ----------------------------------------------------------------------------------- 22 CNL/Welsh Portfolio Terrorism insurance premiums are capped at $130,000 per year, subject to annual increases based on the Consumer Price Index. - ----------------------------------------------------------------------------------- 101 Orleans Business Park Terrorism insurance premiums are capped at $30,000 per year. - ----------------------------------------------------------------------------------- 127 Orleans Business Park II Terrorism insurance premiums are capped at $30,000 per year. - ----------------------------------------------------------------------------------- 2 53 State Street Terrorism insurance premiums are capped at $300,000 per year, subject to annual increases based on the Consumer Price Index. - ----------------------------------------------------------------------------------- 7-21 Colony III Portfolio Terrorism insurance premiums are capped at between $5,000 and $60,000 per year for each of the Colony properties. - ----------------------------------------------------------------------------------- 3 RREEF Silicon Valley Terrorism insurance premiums are capped Office Portfolio at $200,000 per year. - ----------------------------------------------------------------------------------- 41 Commerce Center I Terrorism insurance premiums are capped at $50,000 per year. - ----------------------------------------------------------------------------------- 52 Executive Tower Terrorism insurance premiums are capped at $50,000 per year. - ----------------------------------------------------------------------------------- 137 Century Boulevard Terrorism insurance premiums are capped at $50,000 per year. - -----------------------------------------------------------------------------------
EXHIBIT D FORM OF OFFICER'S CERTIFICATE I, [______], a duly appointed, qualified and acting [______] of [___________], a [________] [______] (the "Company"), hereby certify on behalf of the Company as follows: 1. I have examined the Mortgage Loan Purchase Agreement, dated as of September 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 (including Exhibit C thereto). 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 September 12, 2006, as supplemented by the Prospectus Supplement, dated September 22, 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-J, Class X, Class B, Class C and Class D Certificates, the Private Placement Memorandum, dated September 22, 2006 (the "Privately Offered Certificate Private Placement Memorandum"), relating to the offering of the Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P and Class NR Certificates, and the Residual Private Placement Memorandum, dated September 22, 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. [SIGNATURE APPEARS ON THE FOLLOWING PAGE] IN WITNESS WHEREOF, I have signed my name this ___ day of September, 2006. By:____________________________________ Name: Title: SCHEDULE I MORTGAGE LOANS FOR WHICH A LENDER'S ENVIRONMENTAL POLICY WAS OBTAINED IN LIEU OF AN ENVIRONMENTAL SITE ASSESSMENT Reference is made to the Representations and Warranties set forth in Exhibit B attached hereto corresponding to the Paragraph number set forth below. Paragraph 21(a) and (e): None. SCHEDULE II MORTGAGED PROPERTY FOR WHICH OTHER ENVIRONMENTAL INSURANCE IS MAINTAINED Reference is made to the Representations and Warranties set forth in Exhibit B attached hereto corresponding to the Paragraph numbers set forth below: 1. RREEF Silicon Valley Office Portfolio (all properties) 2. CNL/Welsh Portfolio (Olsen Engineering, LLC property) 3. Colony III Portfolio (13524 Welch property)