Mortgage Loan Purchase Agreement between J.P. Morgan Chase Commercial Mortgage Securities Corp. and JPMorgan Chase Bank, N.A. (March 7, 2007)

Contract Categories: Business Finance › Purchase Agreements
Summary

This agreement, dated March 7, 2007, is between J.P. Morgan Chase Commercial Mortgage Securities Corp. (purchaser) and JPMorgan Chase Bank, N.A. (seller). It covers the sale of over $2.2 billion in fixed-rate commercial mortgage loans from the seller to the purchaser. The seller transfers all rights, title, and interest in the listed mortgage loans to the purchaser, who pays the agreed purchase price. The agreement outlines the transfer of loan documents, handling of payments, and responsibilities for costs related to the transfer. The transaction is part of a larger securitization process.

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EX-10.1 4 jp7912798-10_1.txt JPM MORTGAGE LOAN PURCHASE AGREEMENT EXHIBIT 10.1 J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., PURCHASER, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of March 7, 2007 $2,224,015,731 Fixed Rate Mortgage Loans Series 2007-CIBC18 This Mortgage Loan Purchase Agreement (this "Agreement"), dated as of March 7, 2007, is between J.P. Morgan Chase Commercial Mortgage Securities Corp., as purchaser (the "Purchaser"), and JPMorgan Chase Bank, National Association, as seller ("JPMorgan" or the "Seller"). Capitalized terms used in this Agreement not defined herein shall have the meanings ascribed to them in the pooling and servicing agreement, dated as of March 7, 2007 (the "Pooling and Servicing Agreement"), among the Purchaser, as depositor (the "Depositor"), Capmark Finance Inc., as master servicer ("Master Servicer"), ARCap Servicing, Inc. ("ARCap"), as a special servicer, LNR Partners, Inc., as a special servicer ("LNR" and, together with ARCap, the "Special Servicers"), Midland Loan Services, Inc., as a primary servicer and Wells Fargo Bank, N.A., as trustee (in such capacity, the "Trustee") and as paying agent (in such capacity, the "Paying Agent"), pursuant to which the Purchaser will sell the Mortgage Loans (as defined herein) to a trust fund and certificates representing ownership interests in the Mortgage Loans will be issued by the trust fund. For purposes of this Agreement, the term "Mortgage Loans" refers to the mortgage loans listed on Exhibit A and the term "Mortgaged Properties" refers to the properties securing such Mortgage Loans. The Purchaser and the Seller wish to prescribe the manner of sale of the Mortgage Loans from the Seller to the Purchaser and in consideration of the premises and the mutual agreements hereinafter set forth, agree as follows: SECTION 1. Sale and Conveyance of Mortgages; Possession of Mortgage File. Effective as of the Closing Date and upon receipt of the purchase price set forth in the immediately succeeding paragraph, the Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, all of its right, title, and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain Servicing Rights Purchase and Sale Agreement, dated as of the date hereof between the Master Servicer and the Seller) in and to the Mortgage Loans described in Exhibit A, including all interest and principal received on or with respect to the Mortgage Loans after the Cut-off Date (other than payments of principal and interest first due on the Mortgage Loans on or before the Cut-off Date). Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Mortgage and the other contents of the related Mortgage File will be vested in the Purchaser and immediately thereafter the Trustee and the ownership of records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller (other than the records and documents described in the proviso to Section 3(a) hereof) shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Seller's records will accurately reflect the sale of each Mortgage Loan to the Purchaser. The Depositor will sell the Class A-1, Class A-3, Class A-4, Class A-1A, Class X, Class A-M, Class A-MFL, Class A-J, Class B, Class C and Class D Certificates (the "Offered Certificates") to the underwriters specified in the underwriting agreement, dated February 23, 2007 (the "Underwriting Agreement"), between the Depositor and J.P. Morgan Securities Inc. ("JPMSI") for itself and as representative of CIBC World Markets Corp. ("CIBCWMC") and Credit Suisse Securities (USA) LLC (together with JPMSI and CIBCWMC, the "Underwriters"), and the Depositor will sell the Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P and Class NR Certificates (the "Private Certificates") to JPMSI, as the initial purchaser (together with the Underwriters, the "Dealers") specified in the certificate purchase agreement, dated February 23, 2007 (the "Certificate Purchase Agreement"), between the Depositor and JPMSI. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay to the Seller or at the Seller's direction $2,247,916,726.99 (which amount is inclusive of accrued interest) in immediately available funds minus the costs set forth in Section 9 hereof. The purchase and sale of the Mortgage Loans shall take place on the Closing Date. SECTION 2. Books and Records; Certain Funds Received After the Cut-off Date. From and after the sale of the Mortgage Loans to the Purchaser, record title to each Mortgage and the related Mortgage Note shall be transferred to the Trustee in accordance with this Agreement. Any funds due after the Cut-off Date in connection with a Mortgage Loan received by the Seller shall be held in trust for the benefit of the Trustee as the owner of such Mortgage Loan and shall be transferred promptly to the Trustee. All scheduled payments of principal and interest due on or before the Cut-off Date but collected after the Cut-off Date, and recoveries of principal and interest collected on or before the Cut-off Date (only in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date and principal prepayments thereon), shall belong to, and shall be promptly remitted to, the Seller. The transfer of each Mortgage Loan shall be reflected on the Seller's balance sheets and other financial statements as a sale of the Mortgage Loans by the Seller to the Purchaser. The Seller intends to treat the transfer of each Mortgage Loan to the Purchaser as a sale for tax purposes. The transfer of each Mortgage Loan shall be reflected on the Purchaser's balance sheets and other financial statements as the purchase of the Mortgage Loans by the Purchaser from the Seller. The Purchaser intends to treat the transfer of each Mortgage Loan from the Seller as a purchase for tax purposes. SECTION 3. Delivery of Mortgage Loan Documents; Additional Costs and Expenses. (a) The Purchaser hereby directs the Seller, and the Seller hereby agrees, upon the transfer of the Mortgage Loans contemplated herein, to deliver on the Closing Date to the Trustee or a Custodian appointed thereby, all documents, instruments and agreements required to be delivered by the Purchaser to the Trustee with respect to the Mortgage Loans under Sections 2.01(b) and (c) of the Pooling and Servicing Agreement, and meeting all the requirements of such Sections 2.01(b) and (c), and such other documents, instruments and agreements as the Purchaser or the Trustee shall reasonably request and which are in the Seller's possession or under the Seller's control. In addition, the Seller agrees to deliver or cause to be delivered to the Master Servicer, the Servicing File for each Mortgage Loan transferred pursuant to this Agreement; provided that the Seller shall not be required to deliver any draft documents, privileged or internal communications or credit underwriting or due diligence analyses or data. (b) With respect to the transfer described in Section 1 hereof, if the Mortgage Loan documents do not require the related Mortgagor to pay any costs and expenses relating to any modifications to a related letter of credit which modifications are required to effectuate such transfer (the "Transfer Modification Costs"), then the Seller shall pay the Transfer Modification Costs required to transfer the letter of credit to the Purchaser as described in such Section 1; provided that if the Mortgage Loan documents require the related Mortgagor to pay any Transfer Modification Costs, such Transfer Modification Costs shall be an expense of the Mortgagor unless such Mortgagor fails to pay such Transfer Modification Costs after the Master Servicer, consistent with its obligations under the Pooling and Servicing Agreement, has exercised reasonable efforts to collect such Transfer Modification Costs from such Mortgagor, in which case the Master Servicer shall give the Seller notice of such failure and the Seller shall pay such Transfer Modification Costs. SECTION 4. Treatment as a Security Agreement. The Seller, concurrently with the execution and delivery hereof, has conveyed to the Purchaser, all of its right, title and interest in and to the Mortgage Loans. The parties intend that such conveyance of the Seller's right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute a purchase and sale and not a loan. If such conveyance is deemed to be a pledge and not a sale, then the parties also intend and agree that the Seller shall be deemed to have granted, and in such event does hereby grant, to the Purchaser, a first priority security interest in all of its right, title and interest in, to and under the Mortgage Loans, all payments of principal or interest on such Mortgage Loans due after the Cut-off Date, all other payments made in respect of such Mortgage Loans after the Cut-off Date (except to the extent such payments were due on or before the Cut-off Date) and all proceeds thereof and that this Agreement shall constitute a security agreement under applicable law. If such conveyance is deemed to be a pledge and not a sale, the Seller consents to the Purchaser hypothecating and transferring such security interest in favor of the Trustee and transferring the obligation secured thereby to the Trustee. SECTION 5. Covenants of the Seller. The Seller covenants with the Purchaser as follows: (a) it shall record or cause a third party to record in the appropriate public recording office for real property the intermediate assignments of the Mortgage Loans and the Assignments of Mortgage from the Seller to the Trustee in connection with the Pooling and Servicing Agreement. All recording fees relating to the initial recordation of such intermediate assignments and Assignments of Mortgage shall be paid by the Seller; (b) it shall take any action reasonably required by the Purchaser, the Trustee or the Master Servicer, in order to assist and facilitate in the transfer of the servicing of the Mortgage Loans to the Master Servicer, including effectuating the transfer of any letters of credit with respect to any Mortgage Loan to the Master Servicer on behalf of the Trustee for the benefit of Certificateholders. Prior to the date that a letter of credit with respect to any Mortgage Loan is transferred to the Master Servicer, the Seller will cooperate with the reasonable requests of the Master Servicer or Special Servicer, as applicable, in connection with effectuating a draw under such letter of credit as required under the terms of the related Mortgage Loan documents; and (c) if, during such period of time after the first date of the public offering of the Offered Certificates as in the opinion of counsel for the Underwriters, a prospectus relating to the Offered Certificates is required by applicable law to be delivered in connection with sales thereof by an Underwriter or a dealer, any event shall occur as a result of which it is necessary to amend or supplement the Prospectus Supplement, including Annex A-1, A-2, A-3 and B thereto and the Diskette included therewith, with respect to any information relating to the Mortgage Loans or the Seller, in order to make the statements therein, in the light of the circumstances when the Prospectus Supplement is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus Supplement, including Annex A-1, A-2, A-3 and B thereto and the Diskette included therewith, with respect to any information relating to the Mortgage Loans or the Seller, to comply with applicable law, the Seller shall do all things necessary to assist the Depositor to prepare and furnish, at the expense of the Seller (to the extent that such amendment or supplement relates to the Seller, the Mortgage Loans listed on Exhibit A and/or any information relating to the same, as provided by the Seller), to the Underwriters such amendments or supplements to the Prospectus Supplement as may be necessary, so that the statements in the Prospectus Supplement as so amended or supplemented, including Annex A-1, A-2, A-3 and B thereto and the Diskette included therewith, with respect to any information relating to the Mortgage Loans or the Seller, will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus Supplement, including Annex A-1, A-2, A-3 and B thereto and the Diskette included therewith, with respect to any information relating to the Mortgage Loans or the Seller, will comply with applicable law. All terms used in this clause (c) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement, dated as of February 23, 2007 between the Purchaser and the Seller (the "Indemnification Agreement"). SECTION 6. Representations and Warranties. (a) The Seller represents and warrants to the Purchaser as of the Closing Date that: (i) it is a national banking association duly organized, validly existing, and in good standing under the laws of the United States of America; (ii) it has the power and authority to own its property and to carry on its business as now conducted; (iii) it has the power to execute, deliver and perform this Agreement; (iv) it is legally authorized to transact business in the United States of America. The Seller is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary so that a subsequent holder of the related Mortgage Loan (including, without limitation, the Purchaser) that is in compliance with the laws of such state would not be prohibited from enforcing such Mortgage Loan solely by reason of any non-compliance by the Seller; (v) the execution, delivery and performance of this Agreement by the Seller has been duly authorized by all requisite action by the Seller's board of directors and will not violate or breach any provision of its organizational documents; (vi) this Agreement has been duly executed and delivered by the Seller and constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms (except as enforcement thereof may be limited by bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally and by general equitable principles regardless of whether enforcement is considered in a proceeding in equity or at law); (vii) there are no legal or governmental proceedings pending to which the Seller is a party or of which any property of the Seller is the subject which, if determined adversely to the Seller, would reasonably be expected to adversely affect (A) the transfer of the Mortgage Loans and the Mortgage Loan documents, (B) the execution and delivery by the Seller or enforceability against the Seller of the Mortgage Loans or this Agreement, or (C) the performance of the Seller's obligations hereunder; (viii) it has no actual knowledge that any statement, report, officer's certificate or other document prepared and furnished or to be furnished by the Seller in connection with the transactions contemplated hereby (including, without limitation, any financial cash flow models and underwriting file abstracts furnished by the Seller) contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; (ix) it is not, nor with the giving of notice or lapse of time or both would be, in violation of or in default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it or any of its properties is bound, except for violations and defaults which individually and in the aggregate would not have a material adverse effect on the transactions contemplated herein; the sale of the Mortgage Loans and the performance by the Seller of all of its obligations under this Agreement and the consummation by the Seller of the transactions herein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Seller is a party or by which the Seller is bound or to which any of the property or assets of the Seller is subject, nor will any such action result in any violation of the provisions of any applicable law or statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Seller, or any of its properties, except for conflicts, breaches, defaults and violations which individually and in the aggregate would not have a material adverse effect on the transactions contemplated herein; and no consent, approval, authorization, order, license, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement, other than any consent, approval, authorization, order, license, registration or qualification that has been obtained or made; (x) it has either (A) not dealt with any Person (other than the Purchaser or the Dealers) that may be entitled to any commission or compensation in connection with the sale or purchase of the Mortgage Loans or entering into this Agreement or (B) paid in full any such commission or compensation; (xi) it is solvent and the sale of the Mortgage Loans hereunder will not cause it to become insolvent; and the sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of the Seller's creditors; and (xii) for so long as the Trust is subject to the reporting requirements of the Exchange Act, the Seller shall provide the Purchaser (or with respect to any Companion Loan that is deposited into an Other Securitization, the depositor in such Other Securitization) and the Paying Agent with any Additional Form 10-D Disclosure and any Additional Form 10-K Disclosure which the Purchaser is required to provide with respect to the Seller in its capacity as a "sponsor" pursuant to Exhibit Y and Exhibit Z of the Pooling and Servicing Agreement within the time periods set forth in the Pooling and Servicing Agreement. (b) The Purchaser represents and warrants to the Seller as of the Closing Date that: (i) it is a corporation duly organized, validly existing, and in good standing in the State of Delaware; (ii) it is duly qualified as a foreign corporation in good standing in all jurisdictions in which ownership or lease of its property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Purchaser, and the Purchaser is conducting its business so as to comply in all material respects with the applicable statutes, ordinances, rules and regulations of each jurisdiction in which it is conducting business; (iii) it has the power and authority to own its property and to carry on its business as now conducted; (iv) it has the power to execute, deliver and perform this Agreement, and neither the execution and delivery by the Purchaser of this Agreement, nor the consummation by the Purchaser of the transactions herein contemplated, nor the compliance by the Purchaser with the provisions hereof, will (A) conflict with or result in a breach of, or constitute a default under, any of the provisions of the certificate of incorporation or by-laws of the Purchaser or any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or any of its properties, or any indenture, mortgage, contract or other instrument to which the Purchaser is a party or by which it is bound, or (B) result in the creation or imposition of any lien, charge or encumbrance upon any of the Purchaser's property pursuant to the terms of any such indenture, mortgage, contract or other instrument; (v) this Agreement constitutes a legal, valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (except as enforcement thereof may be limited by (a) bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally and (b) general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or law)); (vi) there are no legal or governmental proceedings pending to which the Purchaser is a party or of which any property of the Purchaser is the subject which, if determined adversely to the Purchaser, might interfere with or adversely affect the consummation of the transactions contemplated herein and in the Pooling and Servicing Agreement; to the best of the Purchaser's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (vii) it is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Purchaser or its properties or might have consequences that would materially and adversely affect its performance hereunder; (viii) it has not dealt with any broker, investment banker, agent or other person, other than the Seller, the Dealers and their respective affiliates, that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans or the consummation of any of the transactions contemplated hereby; (ix) all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by the Purchaser have been obtained or made; and (x) it has not intentionally violated any provisions of the United States Secrecy Act, the United States Money Laundering Control Act of 1986 or the United States International Money Laundering Abatement and Anti-Terrorism Financing Act of 2001. (c) The Seller further makes the representations and warranties as to the Mortgage Loans set forth in Exhibit B as of the Closing Date (or as of such other date specifically provided in the particular representation or warranty), which representations and warranties are subject to the exceptions thereto set forth in Exhibit C. Neither the delivery by the Seller of the Mortgage Files, Servicing Files, or any other documents required to be delivered under Section 2.01 of the Pooling and Servicing Agreement, nor the review thereof or any other due diligence by the Trustee, Master Servicer, Special Servicer, a Certificate Owner or any other Person shall relieve the Seller of any liability or obligation with respect to any representation or warranty or otherwise under this Agreement or constitute notice to any Person of a Breach or Defect. (d) Pursuant to this Agreement or Section 2.03(b) of the Pooling and Servicing Agreement, the Seller and the Purchaser shall be given notice of any Breach or Defect that materially and adversely affects the value of a Mortgage Loan, the related Mortgaged Property or the interests of the Trustee or any Certificateholder therein. (e) Upon notice pursuant to Section 6(d) above, the Seller shall, not later than 90 days from the earlier of the Seller's receipt of the notice or, in the case of a Defect or Breach relating to a Mortgage Loan not being a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective mortgage loan to be treated as a qualified mortgage, the Seller's discovery of such Breach or Defect (the "Initial Resolution Period"), (i) cure such Defect or Breach, as the case may be, in all material respects, (ii) repurchase the affected Mortgage Loan at the applicable Repurchase Price (as defined below) or (iii) substitute a Qualified Substitute Mortgage Loan (as defined below) for such affected Mortgage Loan (provided that in no event shall any such substitution occur later than the second anniversary of the Closing Date) and pay the Master Servicer for deposit into the Certificate Account, any Substitution Shortfall Amount (as defined below) in connection therewith; provided, however, that, if such Breach or Defect is capable of being cured but not within the Initial Resolution Period, and the Seller has commenced and is diligently proceeding with the cure of such Breach or Defect within the Initial Resolution Period, the Seller shall have an additional 90 days commencing immediately upon the expiration of the Initial Resolution Period (the "Extended Resolution Period") to complete such cure (or, failing such cure, to repurchase the related Mortgage Loan or substitute a Qualified Substitute Mortgage Loan as described above); and provided, further, that with respect to the Extended Resolution Period the Seller shall have delivered an officer's certificate to the Trustee setting forth the reason such Breach or Defect is not capable of being cured within the Initial Resolution Period and what actions the Seller is pursuing in connection with the cure thereof and stating that the Seller anticipates that such Breach or Defect will be cured within the Extended Resolution Period. Notwithstanding the foregoing, any Defect or Breach which causes any Mortgage Loan not to be a "qualified mortgage" (within the meaning of Section 860G(a)(3) of the Code, without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) which causes a defective mortgage loan to be treated as a qualified mortgage) shall be deemed to materially and adversely affect the interests of the holders of the Certificates therein, and such Mortgage Loan shall be repurchased or a Qualified Substitute Mortgage Loan substituted in lieu thereof without regard to the extended cure period described in the preceding sentence. If the affected Mortgage Loan is to be repurchased, the Seller shall remit the Repurchase Price (defined below) in immediately available funds to the Trustee. If any Breach pertains to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage Loan document requires the related Mortgagor to bear the costs and expenses associated with any particular action or matter under such Mortgage Loan document(s), then Seller shall not be required to repurchase such Mortgage Loan and the sole remedy with respect to any Breach of such representation shall be to cure such Breach within the applicable cure period (as the same may be extended) by reimbursing the Trust Fund (by wire transfer of immediately available funds) the reasonable amount of any such costs and expenses incurred by the Master Servicer, the Special Servicer, the Trustee or the Trust Fund that are the basis of such Breach and have not been reimbursed by the related Mortgagor; provided, however, that in the event any such costs and expenses exceed $10,000, the Seller shall have the option to either repurchase or substitute for the related Mortgage Loan as provided above or pay such costs and expenses. Except as provided in the proviso to the immediately preceding sentence, the Seller shall remit the amount of such costs and expenses and upon its making such remittance, the Seller shall be deemed to have cured such Breach in all respects. To the extent any fees or expenses that are the subject of a cure by the Seller are subsequently obtained from the related Mortgagor, the portion of the cure payment equal to such fees or expenses obtained from the Mortgagor shall be returned to the Seller pursuant to Section 2.03(f) of the Pooling and Servicing Agreement. Any of the following will cause a document in the Mortgage File to be deemed to have a Defect and to be conclusively presumed to materially and adversely affect the interests of Certificateholders in a Mortgage Loan and to be deemed to materially and adversely affect the interests of the Certificateholders in and the value of a Mortgage Loan: (a) the absence from the Mortgage File of the original signed Mortgage Note, unless the Mortgage File contains a signed lost note affidavit and indemnity with a copy of the Mortgage Note that appears to be regular on its face; (b) the absence from the Mortgage File of the original signed Mortgage that appears to be regular on its face, unless there is included in the Mortgage File a certified copy of the Mortgage and a certificate stating that the original signed Mortgage was sent for recordation; (c) the absence from the Mortgage File of the lender's title insurance policy (or if the policy has not yet been issued, an original or copy of a "marked up" written commitment or the pro forma or specimen title insurance policy) called for by clause (ix) of the definition of "Mortgage File" in the Pooling and Servicing Agreement; (d) the absence from the Mortgage File of any required letter of credit; (e) with respect to any leasehold mortgage loan, the absence from the related Mortgage File of a copy (or an original, if available) of the related Ground Lease; or (f) the absence from the Mortgage File of any intervening assignments required to create a complete chain of assignments to the Trustee on behalf of the Trust, unless there is included in the Mortgage File a certified copy of the intervening assignment and a certificate stating that the original intervening assignments were sent for recordation; provided, however, that no Defect (except a Defect previously described in clauses (a) through (f) above) shall be considered to materially and adversely affect the value of the related Mortgage Loan, the related Mortgaged Property or the interests of the Trustee or Certificateholders unless the document with respect to which the Defect exists is required in connection with an imminent enforcement of the Mortgagee's rights or remedies under the related Mortgage Loan, defending any claim asserted by any borrower or third party with respect to the Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the Mortgage Loan or for any immediate significant servicing obligation. Notwithstanding the foregoing, the delivery of executed escrow instructions or a commitment to issue a lender's title insurance policy, as provided in clause (ix) of the definition of "Mortgage File" in the Pooling and Servicing Agreement, in lieu of the delivery of the actual policy of lender's title insurance, shall not be considered a Defect or Breach with respect to any Mortgage File if such actual policy is delivered to the Trustee or a Custodian on its behalf within 18 months from the Closing Date. If (i) any Mortgage Loan is required to be repurchased or substituted for in the manner described in the first paragraph of this Section 6(e), (ii) such Mortgage Loan is a Crossed Loan, and (iii) the applicable Defect or Breach does not constitute a Defect or Breach, as the case may be, as to any other Crossed Loan in such Crossed Group (without regard to this paragraph), then the applicable Defect or Breach, as the case may be, will be deemed to constitute a Defect or Breach, as the case may be, as to each other Crossed Loan in the Crossed Group for purposes of this paragraph, and the Seller will be required to repurchase or substitute for all of the remaining Crossed Loans in the related Crossed Group as provided in the first paragraph of this Section 6(e) unless such other Crossed Loans in such Crossed Group satisfy the Crossed Loan Repurchase Criteria and satisfy all other criteria for substitution and repurchase of Mortgage Loans set forth herein. In the event that the remaining Crossed Loans satisfy the aforementioned criteria, the Seller may elect either to repurchase or substitute for only the affected Crossed Loan as to which the related Breach or Defect exists or to repurchase or substitute for all of the Crossed Loans in the related Crossed Group. The Seller shall be responsible for the cost of any Appraisal required to be obtained to determine if the Crossed Loan Repurchase Criteria have been satisfied, so long as the scope and cost of such Appraisal has been approved by the Seller (such approval not to be unreasonably withheld). To the extent that the Seller is required to repurchase or substitute for a Crossed Loan hereunder in the manner prescribed above while the Trustee continues to hold any other Crossed Loans in such Crossed Group, neither the Seller nor the Purchaser shall enforce any remedies against the other's Primary Collateral, but each is permitted to exercise remedies against the Primary Collateral securing its respective Crossed Loans, including with respect to the Trustee, the Primary Collateral securing Crossed Loans still held by the Trustee. If the exercise of remedies by one party would materially impair the ability of the other party to exercise its remedies with respect to the Primary Collateral securing the Crossed Loans held by such party, then the Seller and the Purchaser shall forbear from exercising such remedies until the Mortgage Loan documents evidencing and securing the relevant Crossed Loans can be modified in a manner that complies with this Agreement to remove the threat of material impairment as a result of the exercise of remedies or some other accommodation can be reached. Any reserve or other cash collateral or letters of credit securing the Crossed Loans shall be allocated between such Crossed Loans in accordance with the Mortgage Loan documents, or otherwise on a pro rata basis based upon their outstanding Stated Principal Balances. Notwithstanding the foregoing, if a Crossed Loan included in the Trust Fund is modified to terminate the related cross-collateralization and/or cross-default provisions, as a condition to such modification, the Seller shall furnish to the Trustee an Opinion of Counsel that any modification shall not cause an Adverse REMIC Event. Any expenses incurred by the Purchaser in connection with such modification or accommodation (including but not limited to recoverable attorney fees) shall be paid by the Seller. The "Repurchase Price" with respect to any Mortgage Loan or REO Loan to be repurchased pursuant to this Agreement and Section 2.03 of the Pooling and Servicing Agreement, shall have the meaning given to the term "Purchase Price" in the Pooling and Servicing Agreement. A "Qualified Substitute Mortgage Loan" with respect to any Mortgage Loan or REO Loan to be substituted pursuant to this Agreement and Section 2.03 of the Pooling and Servicing Agreement, shall have the meaning given to such term in the Pooling and Servicing Agreement. A "Substitution Shortfall Amount" with respect to any Mortgage Loan or REO Loan to be substituted pursuant to this Agreement and Section 2.03 of the Pooling and Servicing Agreement, shall have the meaning given to such term in the Pooling and Servicing Agreement. In connection with any repurchase or substitution of one or more Mortgage Loans contemplated hereby, (i) the Purchaser shall execute and deliver, or cause the execution and delivery of, such endorsements and assignments, without recourse to the Trust, as shall be necessary to vest in the Seller the legal and beneficial ownership of each repurchased Mortgage Loan or replaced Mortgage Loan, as applicable, (ii) the Purchaser shall deliver, or cause the delivery, to the Seller of all portions of the Mortgage File and other documents pertaining to such Mortgage Loan possessed by the Trustee, or on the Trustee's behalf, and (iii) the Purchaser shall release, or cause to be released, to the Seller any escrow payments and reserve funds held by the Trustee, or on the Trustee's behalf, in respect of such repurchased or replaced Mortgage Loans. (f) The representations and warranties of the parties hereto shall survive the execution and delivery and any termination of this Agreement and shall inure to the benefit of the respective parties, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes or Assignment of Mortgage or the examination of the Mortgage Files. (g) Each party hereby agrees to promptly notify the other party of any breach of a representation or warranty contained in this Section 6. The Seller's obligation to cure any Breach or Defect or repurchase or substitute any affected Mortgage Loan pursuant to Section 6(e) shall constitute the sole remedy available to the Purchaser in connection with a Breach or Defect. It is acknowledged and agreed that the representations and warranties are being made for risk allocation purposes; provided, however, that no limitation of remedy is implied with respect to the Seller's breach of its obligation to cure, repurchase or substitute in accordance with the terms and conditions of this Agreement. SECTION 7. Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D. (b) The Purchaser shall have received the following additional closing documents: (i) copies of the Seller's articles of association and by-laws, certified as of a recent date by the Assistant Secretary of the Seller; (ii) a copy of a certificate of good standing of the Seller issued by the Comptroller of the Currency dated not earlier than sixty days prior to the Closing Date; (iii) an opinion of counsel of the Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that: (A) the Seller is a national banking association duly organized, validly existing and in good standing under the laws of the United States; (B) the Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and the Indemnification Agreement; (C) all necessary action has been taken by the Seller to authorize the execution, delivery and performance of this Agreement and the Indemnification Agreement by the Seller and this Agreement is a legal, valid and binding agreement of the Seller enforceable against the Seller, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors' laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Agreement which purport to provide indemnification with respect to securities law violations; (D) the Seller's execution and delivery of, and the Seller's performance of its obligations under, each of this Agreement and the Indemnification Agreement do not and will not conflict with the Seller's charter or by-laws or conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller is bound, or to which any of the property or assets of the Seller is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on the Seller; (E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel's actual knowledge, threatened, against the Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to the Seller, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or the Indemnification Agreement; and (F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated by this Agreement and the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and (iv) a letter from counsel of the Seller to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. (c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. (d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement. (e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request. SECTION 8. Closing. The closing for the purchase and sale of the Mortgage Loans shall take place at the office of Cadwalader, Wickersham & Taft LLP, New York, New York, at 10:00 a.m., on the Closing Date or such other place and time as the parties shall agree. The parties hereto agree that time is of the essence with respect to this Agreement. SECTION 9. Expenses. The Seller will pay its pro rata share (the Seller's pro rata share to be determined according to the percentage that the aggregate principal balance as of the Cut-off Date of all the Mortgage Loans represents in proportion to the aggregate principal balance as of the Cut-off Date of all the mortgage loans to be included in the Trust Fund) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing,) and delivering the Certificates; (iii) the reasonable and documented fees, costs and expenses of the Trustee and its counsel incurred in connection with the Trustee entering into the Pooling and Servicing Agreement; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Prospectus, any Free Writing Prospectus (as defined in the Indemnification Agreement), the Memoranda (as defined in the Indemnification Agreement) and any related 8-K Information (as defined in the Underwriting Agreement), or items similar to the 8-K Information, including the cost of obtaining any "comfort letters" with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering the Registration Statement, the Prospectus, the Memoranda and any Free Writing Prospectus, and the reproduction and delivery of this Agreement and the furnishing to the Underwriters of such copies of the Registration Statement, the Prospectus, the Memoranda, any Free Writing Prospectus and this Agreement as the Underwriters may reasonably request; (viii) the fees of the rating agency or agencies requested to rate the Certificates and (ix) the reasonable fees and expenses of Thacher Proffitt & Wood, LLP, counsel to the Underwriters and Cadwalader, Wickersham & Taft LLP, counsel to the Depositor. SECTION 10. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement. Furthermore, the parties shall in good faith endeavor to replace any provision held to be invalid or unenforceable with a valid and enforceable provision which most closely resembles, and which has the same economic effect as, the provision held to be invalid or unenforceable. SECTION 11. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York without regard to conflicts of law principles and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. SECTION 12. No Third-Party Beneficiaries. The parties do not intend the benefits of this Agreement to inure to any third party except as expressly set forth in Section 13. SECTION 13. Assignment. The Seller hereby acknowledges that the Purchaser has, concurrently with the execution hereof, executed and delivered the Pooling and Servicing Agreement and that, in connection therewith, it has assigned its rights hereunder to the Trustee for the benefit of the Certificateholders to the extent set forth in the Pooling and Servicing Agreement. The Seller hereby acknowledges its obligations, including that of expense reimbursement, pursuant to Sections 2.01, 2.02 and 2.03 of the Pooling and Servicing Agreement. This Agreement shall bind and inure to the benefit of, and be enforceable by, the Seller, the Purchaser and their permitted successors and permitted assigns. The warranties and representations and the agreements made by the Seller herein shall survive delivery of the Mortgage Loans to the Trustee until the termination of the Pooling and Servicing Agreement. SECTION 14. Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given upon receipt by the intended recipient if personally delivered at or couriered, sent by facsimile transmission or mailed by first class or registered mail, postage prepaid, to (i) in the case of the Purchaser, J.P. Morgan Chase Commercial Mortgage Securities Corp., 270 Park Avenue, New York, New York 10017, Attention: Dennis Schuh, Vice President, telecopy number ###-###-####, (ii) in the case of the Seller, JPMorgan Chase Bank, National Association, 270 Park Avenue, 10th Floor, New York, New York 10017, Attention: Dennis Schuh, Vice President, telecopy number ###-###-#### and (iii) in the case of any of the preceding parties, such other address as may hereafter be furnished to the other party in writing by such parties. SECTION 15. Amendment. This Agreement may be amended only by a written instrument which specifically refers to this Agreement and is executed by the Purchaser and the Seller; provided, however, that unless such amendment is to cure an ambiguity, mistake or inconsistency in this Agreement, no amendment shall be permitted unless each Rating Agency has delivered a written confirmation that such amendment will not result in a downgrade, withdrawal or qualification of the then current ratings of the Certificates and the cost of obtaining any Rating Agency confirmation shall be borne by the party requesting such amendment. This Agreement shall not be deemed to be amended orally or by virtue of any continuing custom or practice. No amendment to the Pooling and Servicing Agreement which relates to defined terms contained therein or any obligations of the Seller whatsoever shall be effective against the Seller unless the Seller shall have agreed to such amendment in writing. SECTION 16. Counterparts. This Agreement may be executed in any number of counterparts, and by the parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. SECTION 17. Exercise of Rights. No failure or delay on the part of any party to exercise any right, power or privilege under this Agreement and no course of dealing between the Seller and the Purchaser shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Except as set forth in Section 6 herein, the rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which any party would otherwise have pursuant to law or equity. No notice to or demand on any party in any case shall entitle such party to any other or further notice or demand in similar or other circumstances, or constitute a waiver of the right of either party to any other or further action in any circumstances without notice or demand. SECTION 18. No Partnership. Nothing herein contained shall be deemed or construed to create a partnership or joint venture between the parties hereto. Nothing herein contained shall be deemed or construed as creating an agency relationship between the Purchaser and the Seller and neither party shall take any action which could reasonably lead a third party to assume that it has the authority to bind the other party or make commitments on such party's behalf. SECTION 19. Miscellaneous. This Agreement supersedes all prior agreements and understandings relating to the subject matter hereof. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. * * * * * * IN WITNESS WHEREOF, the Purchaser and the Seller have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written. J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. By: /s/ Kunal K. Singh ------------------------------------ Name: Kunal K. Singh Title: Vice President JPMORGAN CHASE BANK, NATIONAL ASSOCIATION By: /s/ Kunal K. Singh ------------------------------------ Name: Kunal K. Singh Title: Vice President EXHIBIT A MORTGAGE LOAN SCHEDULE JPMCC 2007-CIBC18 Mortgage Loan Schedule (JPMCB)
Loan # Mortgagor Name Property Address City - ------- ----------------------------------------------- ------------------------------------------------ ------------------- 1 131 South Dearborn, LLC 131 South Dearborn Street Chicago Centro Heritage SPE 4 LLC, Centro Heritage Park Shore SC LLC, Centro Heritage Naples SC LLC, Centro Heritage UC Greenville LLC, Centro Heritage Capitol SC LLC, Centro Heritage Roanoke Plaza LLC, Centro Bradley Manchester I LLC, Centro Bradley Manchester II LLC, Centro Bradley Manchester III LLC, Centro Bradley Slater Street LLC, Centro Bradley Long Meadow LLC, Centro St. Francis Plaza LLC, Heritage 2 Warminster SPE LLC Various Various 2.01 489-493 North Main Street Leominster 2.02 918 West Street Road Warminster 2.03 341 South College Road Wilmington 2.04 8310-8334 Pineville-Matthews Road Charlotte 2.05 3040 South Evans Street Greenville 2.06 1900-2075 Tamiami Trail North Naples 2.07 19-29 and 49 Pavilions Drive Manchester 2.08 4111 9th Street North Naples 2.09 4810 Nesconset Highway Port Jefferson Station 2.1 1120-1178 West Maple Avenue Mundelein 2.11 1080-1120 Old Country Road Riverhead 2.12 50 Storrs Street Concord 2.13 1100 Brighton Avenue Portland 2.14 110, 120 and 170 Slater Street Manchester 2.15 432 Buckland Hills Drive Manchester 2.16 1090-1096 South Saint Francis Drive Santa Fe 3 Quantico Buildings, LLC Various Various 3.01 4801 Stonecroft Boulevard Chantilly 3.02 22815 Glenn Drive Sterling 3.03 22879 Glenn Drive Sterling 3.04 22626 Sally Ride Drive Sterling 3.05 22635 Davis Drive Sterling 3.06 22750 Glenn Drive Sterling 3.07 22601 Davis Drive Sterling 3.08 22880 Glenn Drive Sterling 3.09 22825 Davis Drive Sterling 3.1 22645 Sally Ride Drive Sterling 3.11 22633 Davis Drive Sterling 3.12 22620 Sally Ride Drive Sterling 3.13 107 Carpenter Drive Sterling 3.14 109 Carpenter Drive Sterling 8 Transwestern Presidential Tower, L.L.C. 2511 Jefferson Davis Highway Arlington ART Mortgage Borrower Propco 2006-2 L.P., Art 10 Mortgage Borrower Opco 2006-2 L.P. Various Various 10.01 755 East 1700 South Street Clearfield 10.02 2641 Stephenson Drive Murfreesboro 10.03 720 West Juniper Street Connell 10.04 545 Radio Station Road Strasburg 10.05 10300 Southeast Third Street Amarillo 10.06 121 Roseway Drive Thomasville 10.07 1651 South Airport Road West Memphis 10.08 203 Industrial Boulevard Russellville 10.09 264 Farrell Road Syracuse 10.1 1740 Westgate Parkway Atlanta 10.11 1524 Necedah Road Babcock 10.12 660 Fifth Street Turlock 10.13 231 Second Road North Nampa 10.14 1440 Silverton Avenue Woodburn 10.15 2707 North Mead Street Wichita 10.16 1634 Midland Boulevard Fort Smith 10.17 1541 US Highway 41 Sebree 10.18 100 Widett Circle Boston 10.19 6875 State Street Bettendorf 10.2 1115 West Rose Street Walla Walla 11.99 Various Various Pittsburgh 2600 East Carson Street Associates, L.P., 2700 East Carson Street Associates, L.P., 2800 Block 11 Associates, L.P. Various Pittsburgh 11.01 2700 East Carson Street Pittsburgh 11.02 2600 East Carson Street Pittsburgh 11.03 2800 East Carson Street Pittsburgh 12 Soffer South Side Works, Ltd. 2 Hot Metal Street Pittsburgh Cabot II-IL1M07, LLC, Cabot II-IL1M08, LLC, Cabot II-IL1W01, LLC, Cabot II-IL1M09, LLC, Cabot II-IL1B01, LLC, Cabot II-TN1M03, LLC, Cabot II-TN1W07, LLC, Cabot II-TN1M02 & W01, LLC, Cabot II-TX1W05, LP, Cabot II-TX2W01 & TX2W04, LP, Cabot II-TX2W10, LP, Cabot II-KY1B01, LLC, Cabot II-GA1B02, M03 & W06-W07, LLC, Cabot II-GA1W08, LLC, Cabot II-OH1W02-W05, LLC, Cabot II-FL1W01-W02 & M02, LLC, Cabot 14 II-NC1W02, LLC Various Various 14.01 1452 Brewster Creek Boulevard Bartlett 1286 & 1136 Citizens Parkway / 7625 Southlake 14.02 Parkway Morrow 14.03 6325-6383 North Orange Blossom Trail Orlando 14.04 1231 Aviation Boulevard Hebron 14.05 7701 West Little York Road Houston 14.06 1005 West Republic Drive Addison 14.07 5465 East Raines Road Memphis 14.08 400-406 East Wilison Bridge Road Worthington 14.09 5060 Avalon Ridge Parkway Norcross 14.1 2500-2540 East Devon Avenue Elk Grove Village 14.11 1670 Frontenac Road Naperville 14.12 4515 and 4533 Old Lamar Avenue Memphis 14.13 4105 South Mendenhall Road Memphis 5700-5710 Savoy Lane, 440 Town East Boulevard, 14.14 9402-9408 North Loop East Various 14.15 451 Kingston Court Mount Prospect 14.16 322 West 32nd Street Charlotte 15 Leadership Sq. Realty Investors, LLC 211 North Robinson Avenue Oklahoma City 17 Behringer Harvard 600 Superior Avenue, LP 600 Superior Avenue Cleveland 19 Conroe Marketplace S.C., L.P. 2916 Interstate Highway 45 Conroe 22 CK City Walk Owner, LLC 227 Sandy Springs Place, Northeast Sandy Springs 23 PK I Sunset Esplanade LLC 2525 SE Tualatin Valley Highway Hillsboro 24 Moreno Valley Plaza, Ltd., L.P. 23583-23965 Sunnymead Boulevard Moreno Valley 30 PK II Bixby Hacienda Plaza LP 17110 Colima Road Hacienda Heights 32 PK I North County Plaza LP 1810-1884 Marron Road Carlsbad 33 Shawgate Lake Forest, LLC Western Avenue at Northgate Lane Lake Forest 34 PK I Granary Square LP 25880 McBean Parkway Santa Clarita 36 PK II Century Center LP 2401 East Orangeburg Avenue Modesto 37 Westgrove Woods LLC 2105 Kensington Drive Waukesha 40 PK II Country Gables SC LP 6811 - 6987 Douglas Boulevard Granite Bay 41 UnaSource Health, LLC 4600 Investment Drive Troy 43 55 Waugh, LP 55 Waugh Drive Houston 44 M.O.R. AYLESBURY, INC. 63 West Aylesbury Road Timonium 45 Leray Housing Associates Anabel Avenue Le Ray 46 BBG Land Company North, LLC 10235 42nd Avenue Allendale 47 745 64th Realty Associates, LLC 745 64th Street Brooklyn 48 Snyder Brickyard Hotel, L.L.C. 10 Brickyard Drive Bloomington 49 PK II Green Valley Town & Country LLC 4140 East Sunset Road Henderson 50 KC River Pointe, L.P 1600 River Pointe Drive Conroe 51 CFO2 Palm Beach, L.P. 2000 PGA Boulevard Palm Beach Gardens 53 PK II Dublin Retail Center LP 7876-7898 Dublin Boulevard Dublin 56 FR Net Lease Co-Investment Program 13, LLC 16507 Hunters Green Parkway Hagerstown 57 Continental 2250 Park Place Corporation 2200/2250 Park Place El Segundo 58 PK III Tacoma Central LLC 3130-3408 South 23rd Street Tacoma 61 Carmel Hotel Venture, Ltd 3665 Rio Road Carmel 62 BRC Majestic Apartments, LLC 3902 Pallas Way High Point 64 University Village Raleigh, LLC 3333 Melrose Club Boulevard Raleigh 65 Cypresswood Associates, LLC Interstate 45 and Cypresswood Drive Spring Louisiana Industriplex LLC, 2040 Toledo Road LLC, Indiana Circle LLC, Riverside Industrial 66 LLC, 842 Virginia Run, LLC Various Various 66.01 842 Virginia Run Road Memphis 66.02 11777 Industriplex Boulevard Baton Rouge 66.03 2040 Toledo Road Elkhart 66.04 25 Industrial Park Drive Little Falls 68 PK III Fairmont SC LP 739 Hickey Boulevard Pacifica 69 Louisville United Building A, LLC 6001 Global Distribution Way Louisville 73 Sweetwell Industrial Associates L.P. 10901 North McKinley Drive Tampa Direct Invest - 116 Defense Highway, L.L.C., Direct Invest - 116 Defense Highway 1, L.L.C., Direct Invest - 116 Defense Highway 2, L.L.C., Direct Invest - 116 Defense Highway 3, L.L.C., Direct Invest - 116 Defense Highway 4, L.L.C., Direct Invest - 116 Defense Highway 5, L.L.C., Direct Invest - 116 Defense Highway 6, L.L.C., Direct Invest - 116 Defense Highway 7, L.L.C., Direct Invest - 116 Defense Highway 8, L.L.C., Direct Invest - 116 Defense Highway 9, L.L.C., Direct Invest - 116 Defense Highway 10, L.L.C., Direct Invest - 116 Defense Highway 11, L.L.C., 77 Direct Invest - 116 Defense Highway 13, L.L.C. 116 Defense Highway Annapolis 78 First Hudson Capital LLC 208-212 West 30th Street New York 79 PK I Canyon Ridge Plaza LLC 26015-26301 104th Avenue Southeast Kent 83 JAHCO Royal Skillman, L.L.C. 8602 Skillman Street Dallas 86 9915 Bryn Mawr, LLC 9915 West Bryn Mawr Avenue Rosemont 89 Kiowa Village Center, L.L.C. 2235 South Power Road Mesa 93 Henderson 27, LLC 3151 Route 27 Franklin Park 94 Milian REI VIII, LLC 6400 Laurel Canyon Boulevard North Hollywood 97 New Monmouth/35, L.L.C. 1040-1090 State Route 35 Middletown 99 Canfield Business Park Associates, LLC 111 Canfield Road Randolph 102 PK II Creekside Center LP 20800 Mission Boulevard Hayward 4325-4333 West Tropicana & 4330-4340 South 103 Southwest Business Centers, LLC Valley View Boulevard Las Vegas 104 Quincy Lincoln, LLC 186 Lincoln Street Boston 20632-20662 108th Avenue Southeast and 10820 105 PK I Panther Lake LLC Southeast 208th Street Kent 109 Redondo Riviera Associates LLC 1650 South Pacific Coast Highway Redondo Beach 110 Airport F.I., LLC 2750 Slater Road Morrisville 111 Texas Plaza 303 Limited Partnership 301-433 East Pioneer Parkway Grand Prairie 112 Spring Knoll, LLC 20 Plantation Drive Fredericksburg 113 Interstate Vest, LLC 11 Pine Lakes Parkway North Palm Coast 115 Minnesota River Properties, LLC 11 Civic Center Plaza Mankato 116 D.C. Carthage Associates LLC 902-932 Emjay Way Carthage 118 Hi Vermont, Inc. 476 US Route 7 South Rutland 120 Crabtree F.I., LLC 2201 Summit Park Lane Raleigh 121 D.C. West Carthage Associates LLC 801 Tamarack Drive West Carthage 124 100 North Freeway Investments LLC 100 North Freeway Conroe 129 CLPF-MMIC VERO MOB, L.P. 1155 35th Lane Vero Beach 131 Grossberg Soto LLC 9300 Santa Fe Springs Road Santa Fe Springs 500-510, 516, 517, 524 35th Street North, 608-614 37th Street North and 3636 7th Avenue 132 AHP LLC North Birmingham 133 ASR - West Gray, L.P. 12000 Westheimer Road and 2470 Gray Falls Drive Houston 135 Mason Woods Village LLC 13414 Clayton Road St. Louis 136 Old Oaks Estates LLC 850 Villa Street Elgin 139 North Pointe Apartments #2, LLC 3688 Northpointe Drive Holland 141 R.C.S.S. Investment, Inc. 3170 Vista Way Oceanside 4555 & 4565 Wilson and 151, 155, & 185 44th 142 PRD Commercial, LLC Street Various 143 PK II Oceanside Town & Country LP 1715 - 1771 Oceanside Boulevard Oceanside 145 Im Daas Torah LLC, Shem Tov LLC 8100 North McCormick Boulevard Skokie 146 Kinsley Equities II Limited Partnership 3640 Sandhurst Drive York 149 Sealy Uptown, L.L.C. 4800-5848 Line Avenue Shreveport 150 Fairfield Park, L.L.C. 912 State Highway 33 Howell Township 153 R & M Properties, LLC 5911 Valley Road Trussville 158 Peck Road, LLC 10757 East Ute Street Tulsa 159 D.C. Gouverneur Associates LLC 1100 Larch Circle Gouverneur 160 Kanter Goshen IND, LLC 1101 & 1201 South Eisenhower Drive Goshen 162 Grand Blanc Center, L.L.C. 11541 South Saginaw Street Grand Blanc 164 EB Plover, LLC 1780 Plover Road Plover 167 Bremerton Pharmacy Associates, LLC 4117 Kitsap Way Bremerton 168 Concord Road Associates 2201 Industrial Highway York 171 Mountain Ridge Business Park, LLC 1248 Sussex Turnpike Randolph 172 Houston 6000 Bissonnet, Ltd. 4631 Airport Boulevard Austin 175 Orion Partners, LLC 1176-1240 Lapeer Road Orion Township 176 Central Heights, Ltd. 601 North Ridge Road Wichita 177 Cole Go Peoria IL, LLC 5201 War Memorial Drive Peoria 178 9221 Corbin ATM, LLC 9221 Corbin Avenue Northridge 180 Royce Realty LLC 41 Mountain Boulevard Warren 182 Buttonwood Gardens III, Limited Partnership 332 Buttonwood Avenue Hallam 184 Tarragon Mariner Plaza, Inc. 625 North Highway 231 Panama City 185 Van Ness Capital Group LLC 1801-1819 Van Ness Avenue San Francisco 186 VH Florence Shops, LLC 1036 Vandercar Way Florence 190 Enterprise Storage, LLC 910 Enterprise Court Lexington 191 Winchester Woods LLC 2008 Woodhaven Drive Fort Wayne 192 Martin P. Mariano, Beverly A. Mariano 110 Triebel Road Tunkhannock 193 Reserve of Parklane, LLC 1210 Parklane Road McComb 196 Fountain Park Plaza, L.L.C. 33328 Plymouth Road Livonia Gilbert/Heather Self Storage Investors, LLC, Braswell GH Holdings, LLC, Caledonia GH 198 Holdings, LLC, Kaplan GH Holdings LLC 405 North Gilbert Road Gilbert 200 D.C. Lowville Associates LLC 1000 Hemlock Drive Lowville 201 Rustburg Marketplace, LLC 1051 Village Highway Rustburg 206 119th Building Partnership, L.P. 801-837 West 119th Street Chicago 207 Sevren 779 Associates LLC 779 East New York Avenue Brooklyn 208 Triangle Center Pharmacy, LLC 6927 Pendleton Pike Indianapolis 209 COLE ST CLARKSVILLE IN, LLC 1250 Veterans Parkway Clarksville 212 Croft Station, L.L.C. 9115 Old Statesville Road Charlotte 214 Cortland MHC LLC 1512 North Somonauk Road DeKalb 215 RHMZYU LLC 9402 Country Creek Houston 217 Devonshire Development Company LLC 3815 Devonshire Avenue Salem 218 Cole OD Benton AR, LLC 1621 Military Road Benton 220 Cole MT Topeka KS, LLC 1530 Southwest Wanamaker Road Topeka 222 Countryside MHC LLC 5192 South Route 45-52 Chebanse 223 Oak Forest LLC 5110 West 159th Street Oak Forest Loan # State Zip Code County Property Name Size Measure Interest Rate (%) - ------ ------- -------- ---------------- ------------------------------------ ------- ----------- ----------------- 1 IL 60603 Cook 131 South Dearborn 1504364 Square Feet 5.79000 2 Various Various Various Centro Heritage Portfolio IV ###-###-#### Square Feet 5.44050 2.01 MA 01453 Worcester Water Tower Plaza 296320 Square Feet 5.44050 2.02 PA 18974 Bucks Warminster Towne Centre 237234 Square Feet 5.44050 2.03 NC 28403 New Hanover University Commons 235345 Square Feet 5.44050 2.04 NC 28226 Mecklenburg McMullen Creek Shopping Center 283323 Square Feet 5.44050 2.05 NC 27834 Pitt University Commons Greenville 232818 Square Feet 5.44050 2.06 FL 34102 Collier Naples Shopping Center 198843 Square Feet 5.44050 2.07 CT 06042 Hartford Crossroads I & II 105662 Square Feet 5.44050 2.08 FL 34103 Collier Park Shore Shopping Center 231830 Square Feet 5.44050 2.09 NY 11776 Suffolk Nesconset Shopping Center 122996 Square Feet 5.44050 2.1 IL 60060 Lake Long Meadow Commons 118470 Square Feet 5.44050 2.11 NY 11901 Suffolk Roanoke Plaza 99131 Square Feet 5.44050 2.12 NH 03301 Merrimack Capitol Shopping Center 182821 Square Feet 5.44050 2.13 ME 04102 Cumberland Pine Tree Shopping Center 287513 Square Feet 5.44050 2.14 CT 06040 Hartford Slater Street 51370 Square Feet 5.44050 2.15 CT 06042 Hartford Crossroads III 68750 Square Feet 5.44050 2.16 NM 87505 Santa Fe St Francis Plaza 35800 Square Feet 5.44050 3 VA Various Various Quantico Portfolio 938769 Square Feet 5.32300 3.01 VA 20151 Fairfax 4801 Stonecroft- TASC I/II 241283 Square Feet 5.32300 3.02 VA 20164 Loudoun 22815 Glenn Drive 126841 Square Feet 5.32300 3.03 VA 20164 Loudoun 22879 Glenn Drive 94545 Square Feet 5.32300 3.04 VA 20164 Loudoun 22626 Sally Ride Drive 43120 Square Feet 5.32300 3.05 VA 20164 Loudoun 22635 Davis Drive 48958 Square Feet 5.32300 3.06 VA 20164 Loudoun 22750 Glenn Drive 69587 Square Feet 5.32300 3.07 VA 20164 Loudoun 22601 Davis Drive 61500 Square Feet 5.32300 3.08 VA 20164 Loudoun 22880 Glenn Drive 64537 Square Feet 5.32300 3.09 VA 20164 Loudoun 22825 Davis Drive 57600 Square Feet 5.32300 3.1 VA 20164 Loudoun 22645 Sally Ride Drive 42580 Square Feet 5.32300 3.11 VA 20164 Loudoun 22633 Davis Drive 24050 Square Feet 5.32300 3.12 VA 20164 Loudoun 22620 Sally Ride Drive 21600 Square Feet 5.32300 3.13 VA 20164 Loudoun 107 Carpenter Drive 24196 Square Feet 5.32300 3.14 VA 20164 Loudoun 109 Carpenter Drive 18372 Square Feet 5.32300 8 VA 22202 Arlington Presidential Tower 332928 Square Feet 5.52800 10 Various Various Various Americold Portfolio ###-###-#### Square Feet 5.39600 10.01 UT 84015 Davis Clearfield 455227 Square Feet 5.39600 10.02 TN 37133 Rutherford Murfreesboro 226423 Square Feet 5.39600 10.03 WA 99326 Franklin Connell 299776 Square Feet 5.39600 10.04 VA 22657 Shenandoah Strasburg 243170 Square Feet 5.39600 10.05 TX 79118 Potter Amarillo 163796 Square Feet 5.39600 10.06 GA 31792 Thomas Thomasville 252419 Square Feet 5.39600 10.07 AR 72301 Crittenden West Memphis 252075 Square Feet 5.39600 10.08 AR 72802 Pope Russellville 270772 Square Feet 5.39600 10.09 NY 13209 Onondaga Syracuse 573183 Square Feet 5.39600 10.1 GA 30336 Fulton Atlanta 431369 Square Feet 5.39600 10.11 WI 54413 Wood Babcock 127260 Square Feet 5.39600 10.12 CA 95380 Stanislaus Turlock 188734 Square Feet 5.39600 10.13 ID 83687 Canyon Nampa 458518 Square Feet 5.39600 10.14 OR 97071 Marion Woodburn 327601 Square Feet 5.39600 10.15 KS 67219 Sedgwick Wichita 168007 Square Feet 5.39600 10.16 AR 72901 Sebastian Fort Smith 118003 Square Feet 5.39600 10.17 KY 42455 Webster Sebree 111499 Square Feet 5.39600 10.18 MA 02118 Suffolk Boston 260356 Square Feet 5.39600 10.19 IA 52722 Scott Bettendorf 398223 Square Feet 5.39600 10.2 WA 99362 Walla Walla Walla Walla 162914 Square Feet 5.39600 11.99 PA 15203 Allegheny Southside Works/Quantum Roll-up 402787 Square Feet 5.72990 11 PA 15203 Allegheny Southside Works 251346 Square Feet 5.72990 11.01 PA 15203 Allegheny 2700 East Carson Street 171244 Square Feet 5.72990 11.02 PA 15203 Allegheny 2600 East Carson 42809 Square Feet 5.72990 11.03 PA 15203 Allegheny 2800 Block Associates 37293 Square Feet 5.72990 12 PA 15203 Allegheny Quantum One 151441 Square Feet 5.72990 14 VA Various Various Cabot Industrial Portfolio ###-###-#### Square Feet 5.44800 14.01 IL 60103 Dupage Brewster Creek Boulevard 259200 Square Feet 5.44800 14.02 GA 30260 Clayton Citizens and Southlake Parkway 445204 Square Feet 5.44800 14.03 FL 32810 Orange Northpark Commerce Center 148822 Square Feet 5.44800 14.04 KY 41048 Boone Aviation Boulevard 146000 Square Feet 5.44800 14.05 TX 77040 Harris West Little York Road 61800 Square Feet 5.44800 14.06 IL 60101 Dupage West Republic Drive 103000 Square Feet 5.44800 14.07 TN 38115 Shelby East Raines Road 180000 Square Feet 5.44800 14.08 OH 43085 Franklin East Wilson Bridge Road 99810 Square Feet 5.44800 14.09 GA 30071 Gwinnett Avalon Ridge Parkway 93133 Square Feet 5.44800 14.1 IL 60007 Cook East Devon Avenue 68742 Square Feet 5.44800 14.11 IL 60563 Dupage 1670 Frontenac Road 93405 Square Feet 5.44800 14.12 TN 38118 Shelby Old Lamar Avenue 124812 Square Feet 5.44800 14.13 TN 38115 Shelby South Mendenhall Road 102500 Square Feet 5.44800 14.14 TX Various Various Dallas and Houston Properties 67334 Square Feet 5.44800 14.15 IL 60056 Cook 451 Kingston Court 34475 Square Feet 5.44800 14.16 NC 28206 Mecklenburg West 32nd Street 80120 Square Feet 5.44800 15 OK 73102 Oklahoma Leadership Square 732122 Square Feet 5.83400 17 OH 44114 Cuyahoga Fifth Third Center 508397 Square Feet 5.60760 19 TX 77304 Montgomery Conroe Marketplace Shopping Center 375656 Square Feet 5.81800 22 GA 30328 Fulton City Walk - 227 170723 Square Feet 5.86800 23 OR 97123 Washington Kimco PNP - Sunset Esplanade 260954 Square Feet 5.44550 24 CA 92553 Riverside Moreno Valley Plaza 341011 Square Feet 5.66990 30 CA 91745 Los Angeles Kimco PNP - Bixby Hacienda Plaza 135012 Square Feet 5.44550 32 CA 92008 San Diego Kimco PNP - North County Plaza 160928 Square Feet 5.44550 33 IL 60045 Lake Market Square 100591 Square Feet 5.60900 34 CA 91355 Los Angeles Kimco PNP - Granary Square 143333 Square Feet 5.44550 36 CA 95355 Stanislaus Kimco PNP - Century Center 214772 Square Feet 5.44550 37 WI 53188 Waukesha West Grove on The Lake Apartments 476 Units 6.30230 40 CA 95746 Placer Kimco PNP - Country Gables Shopping Center 140184 Square Feet 5.44550 41 MI 48098 Oakland UnaSource Health LLC 72743 Square Feet 5.72200 43 TX 77007 Harris 55 Waugh Office Building 244076 Square Feet 5.65800 44 MD 21093 Baltimore Timonium Fairgrounds Shopping Center 106594 Square Feet 5.54250 45 NY 13637 Jefferson Leray Heights Apartments 300 Units 6.16000 46 MI 49401 Ottawa Campus View Apartments 1002 Beds 5.44000 47 NY 11220 Kings 745 64th Street 86638 Square Feet 5.38900 48 IL 61701 McLean Doubletree Hotel 197 Rooms 5.67000 49 NV 89014 Clark Kimco PNP - Green Valley Town and Country 130773 Square Feet 5.44550 50 TX 77304 Montgomery River Pointe Apartments 311 Units 5.81400 51 FL 33408 Palm Beach City Centre 93563 Square Feet 5.74500 53 CA 94568 Alameda Kimco PNP - Dublin Retail Center 154728 Square Feet 5.44550 56 MD 21740 Washington Lenox 506003 Square Feet 5.73000 57 CA 90245 Los Angeles 2200/2250 Park Place 100836 Square Feet 5.56550 58 WA 98405 Pierce Kimco PNP - Tacoma Central 134868 Square Feet 5.38550 61 CA 93923 Monterey Carmel Mission Inn 165 Rooms 5.92000 62 NC 27265 Guilford Palladium Park 216 Units 5.50600 64 NC 27603 Wake University Village 600 Beds 5.56000 65 TX 77388 Harris Cypresswoods Commons 80371 Square Feet 6.16250 66 Various Various Various Safrin Portfolio 368034 Square Feet 5.71720 66.01 TN 38122 Shelby 842 Virginia Run Road 30266 Square Feet 5.71720 66.02 LA 70809 East Baton Rouge 11777 Industriplex Boulevard 30800 Square Feet 5.71720 66.03 IN 46516 Elkhart 2040 Toledo Road 144800 Square Feet 5.71720 66.04 NY 13365 Herkimer 25 Industrial Park Drive Bldgs 2 & 3 162168 Square Feet 5.71720 68 CA 94044 San Mateo Kimco PNP - Fairmont Shopping Center 104281 Square Feet 5.38550 69 KY 40228 Jefferson Schmier/Louisville United 360000 Square Feet 5.66550 73 FL 33612 Hillsborough Sypris 308320 Square Feet 5.49000 77 MD 21401 Anne Arundel 116 Defense Highway 81931 Square Feet 6.00000 78 NY 10001 New York 208-212 West 30th St. 77100 Square Feet 5.75700 79 WA 98030 King Kimco PNP - Canyon Ridge Plaza 86909 Square Feet 5.44550 83 TX 75243 Dallas Plaza Rios Shopping Center 125195 Square Feet 5.71000 86 IL 60018 Cook 9915 Bryn Mawr Avenue 71132 Square Feet 5.98500 89 AZ 85209 Maricopa Kiowa Village Retail Center 46871 Square Feet 5.95800 93 NJ 08823 Somerset Somerset Plaza Shopping Center 67546 Square Feet 5.59400 94 CA 91606 Los Angeles 6400 Laurel Canyon Blvd 88148 Square Feet 5.61000 97 NJ 07748 Monmouth Middletown Village Mall 72870 Square Feet 5.88400 99 NJ 07869 Morris 111 Canfield Road 139442 Square Feet 5.66400 102 CA 94541 Alameda Kimco PNP - Creekside Center 80911 Square Feet 5.44550 103 NV 89103 Clark Valley View Pointe 92897 Square Feet 5.49000 104 MA 02111 Suffolk 186 Lincoln Street 67932 Square Feet 5.66500 105 WA 98031 King Kimco PNP - Panther Lake 69090 Square Feet 5.44550 109 CA 90277 Los Angeles Riviera Building 31539 Square Feet 5.74500 110 NC 27560 Wake Fairfield Inn & Suites RDU Airport 112 Rooms 5.73600 111 TX 75051 Dallas Plaza 303 Shopping Center 124476 Square Feet 5.59200 112 VA 22406 Stafford Spring Knoll Shopping Center 55098 Square Feet 5.91900 113 FL 32137 Flagler Champion Self Storage 779 Units 5.78300 115 MN 56001 Blue Earth Brett's Building - Mankato Place 142292 Square Feet 5.80000 116 NY 13619 Jefferson Warwick Place Apartments 126 Units 6.27500 118 VT 05701 Rutland Holiday Inn Rutland 151 Rooms 6.05000 120 NC 27612 Wake Fairfield Inn & Suites - Raleigh 125 Rooms 5.75600 121 NY 13619 Jefferson Sedgewick Pines 122 Units 6.27500 124 TX 77301 Montgomery 100 Interstate 45 North 81036 Square Feet 5.57100 129 FL 32960 Indian River 1155 35th Lane 39966 Square Feet 5.58500 131 CA 90670 Los Angeles 9300 Santa Fe Springs Road 63837 Square Feet 5.70000 132 AL 35222 Jefferson Airport Highway Park 312398 Square Feet 5.69100 133 TX 77077 Harris Gray Falls Center 99206 Square Feet 5.70000 135 MO 63131 St. Louis Mason Woods Village 55614 Square Feet 5.70000 136 IL 60120 Kane Old Oaks 263 Pads 5.68610 139 MI 49424 Ottawa North Pointe Apartments 120 Units 5.86900 141 CA 92056 San Diego Holiday Inn Express - Oceanside 62 Rooms 5.90000 142 MI 49418 Various PRD Development 67128 Square Feet 5.79000 143 CA 92054 San Diego Kimco PNP - Oceanside Town & Country 88414 Square Feet 5.44550 145 IL 60076 Cook 8100 North McCormick Boulevard 93159 Square Feet 5.71530 146 PA 17406 York Berkshire Business Park 246500 Square Feet 5.65000 149 LA 71106 Caddo Sealy Uptown Retail Center 120156 Square Feet 6.00000 150 NJ 07728 Monmouth Fairfield Park 176943 Square Feet 5.65000 153 AL 35173 Jefferson Holiday Inn Express - Birmingham 64 Rooms 5.79970 158 OK 74116 Tulsa Nautilus 134600 Square Feet 5.73700 159 NY 13642 St. Lawrence Northwood Grove Apartments 96 Units 6.27500 160 IN 46526 Elkhart Masonite US Corp Industrial Facility 196320 Square Feet 5.62800 162 MI 48439 Genesee Grand Blanc 60589 Square Feet 5.76900 164 WI 54467 Portage Elder Beerman Center 65964 Square Feet 5.65600 167 WA 98312 Kitsap Rite Aid 111997 Square Feet 5.80500 168 PA 17402 York Concord Road Associates 251372 Square Feet 5.60000 171 NJ 07869 Morris Mountain Ridge Business Park 69950 Square Feet 5.66400 172 TX 78751 Travis Concorde Center 48245 Square Feet 5.71400 175 MI 48360 Oakland Orion Marketplace 59572 Square Feet 5.87200 176 KS 67212 Sedgwick Central Heights Shopping Center 99800 Square Feet 5.59200 177 IL 61615 Peoria Gordman's 60947 Square Feet 5.71200 178 CA 91324 Los Angeles 9221 Corbin Avenue 48203 Square Feet 5.84100 180 NJ 07059 Somerset 41 Mountain Boulevard 25125 Square Feet 6.10000 182 PA 17406 York Buttonwood Gardens 76 Units 5.50000 184 FL 32405 Bay Mariner Plaza 54027 Square Feet 5.70100 185 CA 94109 San Francisco 1801 Van Ness Ave. 11992 Square Feet 5.73500 186 KY 41042 Boone Florence Marketplace 24913 Square Feet 5.77000 190 KY 40510 Fayette Safe Storage Lexington 830 Units 6.05000 191 IN 46819 Allen Winchester Woods Apartments 168 Units 5.69100 192 PA 18657 Wyoming Tunkhannock Geisinger Building 25800 Square Feet 5.85800 193 MS 39648 Pike Parklane 88 Units 6.00600 196 MI 48150 Wayne Fountain Park Plaza 17828 Square Feet 5.53800 198 AZ 85234 Maricopa Gilbert Road Self Storage 626 Units 5.79100 200 NY 13367 Lewis Thornhill Terrace Apartments 56 Units 6.27500 201 VA 24588 Campbell Fairview Shopping Center 46700 Square Feet 5.70400 206 IL 60643 Cook 119th Street Plaza 59875 Square Feet 6.15000 207 NY 11203 KIngs 779 East New York Ave 30000 Square Feet 5.80000 208 IN 46226 Marion Triangle Retail 12900 Square Feet 5.79000 209 IN 47129 Clark Staples - Clarksville IN 20388 Square Feet 5.77500 212 NC 28269 Mecklenburg Croft Station 40250 Square Feet 5.80400 214 IL 60115 DeKalb Cortland MHC 102 Pads 5.73500 215 TX 77036 Harris Westwood Square 49274 Square Feet 6.09500 217 OR 97305 Marion The Devonshire Shops 12130 Square Feet 5.77100 218 AR 72015 Saline Office Depot Benton, Arkansas 20515 Square Feet 5.76500 220 KS 66604 Shawnee Davids Bridal - Radio Shack - Topeka 10150 Square Feet 5.76500 222 IL 60922 Kankakee Countryside MHC 92 Pads 5.73500 223 IL 60452 Cook Oak Forest 65 Pads 5.74400 Net Mortgage Loan # Interest Rate Original Balance Cutoff Balance Term Rem.Term Maturity/ARD Date Amort. Term Rem. Amort. - ------ ------------- ---------------- -------------- ---- -------- ----------------- ----------- ----------- 1 5.77946 236,000,000 236,000,000 120 117 12/01/16 0 0 2 5.41996 226,109,468 226,109,468 120 117 12/01/16 0 0 2.01 29,309,468 29,309,468 120 117 12/01/16 0 0 2.02 21,800,000 21,800,000 120 117 12/01/16 0 0 2.03 20,200,000 20,200,000 120 117 12/01/16 0 0 2.04 18,500,000 18,500,000 120 117 12/01/16 0 0 2.05 18,000,000 18,000,000 120 117 12/01/16 0 0 2.06 17,400,000 17,400,000 120 117 12/01/16 0 0 2.07 15,200,000 15,200,000 120 117 12/01/16 0 0 2.08 14,600,000 14,600,000 120 117 12/01/16 0 0 2.09 13,300,000 13,300,000 120 117 12/01/16 0 0 2.1 11,900,000 11,900,000 120 117 12/01/16 0 0 2.11 9,900,000 9,900,000 120 117 12/01/16 0 0 2.12 9,600,000 9,600,000 120 117 12/01/16 0 0 2.13 9,600,000 9,600,000 120 117 12/01/16 0 0 2.14 7,600,000 7,600,000 120 117 12/01/16 0 0 2.15 5,300,000 5,300,000 120 117 12/01/16 0 0 2.16 3,900,000 3,900,000 120 117 12/01/16 0 0 3 5.30246 131,250,000 131,250,000 120 120 03/01/17 0 0 3.01 55,817,132 55,817,132 120 120 03/01/17 0 0 3.02 12,598,724 12,598,724 120 120 03/01/17 0 0 3.03 9,728,129 9,728,129 120 120 03/01/17 0 0 3.04 6,698,056 6,698,056 120 120 03/01/17 0 0 3.05 6,299,362 6,299,362 120 120 03/01/17 0 0 3.06 6,139,886 6,139,886 120 120 03/01/17 0 0 3.07 6,060,146 6,060,146 120 120 03/01/17 0 0 3.08 5,980,407 5,980,407 120 120 03/01/17 0 0 3.09 5,900,668 5,900,668 120 120 03/01/17 0 0 3.1 4,465,371 4,465,371 120 120 03/01/17 0 0 3.11 3,588,244 3,588,244 120 120 03/01/17 0 0 3.12 3,508,505 3,508,505 120 120 03/01/17 0 0 3.13 2,631,379 2,631,379 120 120 03/01/17 0 0 3.14 1,833,991 1,833,991 120 120 03/01/17 0 0 8 5.50746 80,000,000 80,000,000 120 118 01/01/17 0 0 10 5.37546 70,000,000 70,000,000 109 107 02/01/16 0 0 10.01 8,768,000 8,768,000 109 107 02/01/16 0 0 10.02 6,480,000 6,480,000 109 107 02/01/16 0 0 10.03 5,882,800 5,882,800 109 107 02/01/16 0 0 10.04 5,520,000 5,520,000 109 107 02/01/16 0 0 10.05 4,989,600 4,989,600 109 107 02/01/16 0 0 10.06 4,373,600 4,373,600 109 107 02/01/16 0 0 10.07 3,819,200 3,819,200 109 107 02/01/16 0 0 10.08 3,773,000 3,773,000 109 107 02/01/16 0 0 10.09 3,234,000 3,234,000 109 107 02/01/16 0 0 10.1 3,040,000 3,040,000 109 107 02/01/16 0 0 10.11 2,987,600 2,987,600 109 107 02/01/16 0 0 10.12 2,950,200 2,950,200 109 107 02/01/16 0 0 10.13 2,556,400 2,556,400 109 107 02/01/16 0 0 10.14 2,356,200 2,356,200 109 107 02/01/16 0 0 10.15 2,125,200 2,125,200 109 107 02/01/16 0 0 10.16 1,752,000 1,752,000 109 107 02/01/16 0 0 10.17 1,740,200 1,740,200 109 107 02/01/16 0 0 10.18 1,370,000 1,370,000 109 107 02/01/16 0 0 10.19 1,320,000 1,320,000 109 107 02/01/16 0 0 10.2 962,000 962,000 109 107 02/01/16 0 0 11.99 69,500,000 69,500,000 120 119 02/01/17 0 0 11 5.68936 49,610,000 49,610,000 120 119 02/01/17 0 0 11.01 25,610,000 25,610,000 120 119 02/01/17 0 0 11.02 18,600,000 18,600,000 120 119 02/01/17 0 0 11.03 5,400,000 5,400,000 120 119 02/01/17 0 0 12 5.68936 19,890,000 19,890,000 120 119 02/01/17 0 0 14 5.42746 61,365,000 61,365,000 120 118 01/01/17 0 0 14.01 10,042,824 10,042,824 120 118 01/01/17 0 0 14.02 7,699,498 7,699,498 120 118 01/01/17 0 0 14.03 5,824,838 5,824,838 120 118 01/01/17 0 0 14.04 4,351,890 4,351,890 120 118 01/01/17 0 0 14.05 3,916,701 3,916,701 120 118 01/01/17 0 0 14.06 3,635,502 3,635,502 120 118 01/01/17 0 0 14.07 3,615,417 3,615,417 120 118 01/01/17 0 0 14.08 3,531,726 3,531,726 120 118 01/01/17 0 0 14.09 3,414,560 3,414,560 120 118 01/01/17 0 0 14.1 3,207,008 3,207,008 120 118 01/01/17 0 0 14.11 2,798,600 2,798,600 120 118 01/01/17 0 0 14.12 2,410,278 2,410,278 120 118 01/01/17 0 0 14.13 2,125,731 2,125,731 120 118 01/01/17 0 0 14.14 1,844,532 1,844,532 120 118 01/01/17 0 0 14.15 1,606,852 1,606,852 120 118 01/01/17 0 0 14.16 1,339,043 1,339,043 120 118 01/01/17 0 0 15 5.81346 61,000,000 61,000,000 120 119 02/01/17 360 360 17 5.58706 49,250,000 49,250,000 120 117 12/01/16 360 360 19 5.79746 42,350,000 42,350,000 120 118 01/01/17 0 0 22 5.84746 38,280,000 38,280,000 120 119 02/01/17 0 0 23 5.42496 36,000,000 36,000,000 120 116 11/01/16 0 0 24 5.64936 35,250,000 35,250,000 120 118 01/01/17 0 0 30 5.42496 30,800,000 30,800,000 120 116 11/01/16 0 0 32 5.42496 30,000,000 30,000,000 120 116 11/01/16 0 0 33 5.53846 29,000,000 29,000,000 120 118 01/01/17 360 360 34 5.42496 28,900,000 28,900,000 120 116 11/01/16 0 0 36 5.42496 27,800,000 27,800,000 120 116 11/01/16 0 0 37 6.23176 26,000,000 26,000,000 120 118 01/01/17 360 360 40 5.42496 21,500,000 21,500,000 120 116 11/01/16 0 0 41 5.70146 21,000,000 21,000,000 120 117 12/01/16 360 360 43 5.61746 20,700,000 20,700,000 120 119 02/01/17 360 360 44 5.48316 20,500,000 20,500,000 120 118 01/01/17 360 360 45 6.13946 20,400,000 20,283,927 120 114 09/01/16 360 354 46 5.40946 20,000,000 20,000,000 120 118 01/01/17 0 0 47 5.36846 20,000,000 19,971,660 120 119 02/01/17 360 359 48 5.64946 20,000,000 19,954,370 120 118 01/01/17 360 358 49 5.42496 19,600,000 19,600,000 120 116 11/01/16 0 0 50 5.79346 19,280,000 19,280,000 120 117 12/01/16 0 0 51 5.68446 18,750,000 18,750,000 120 118 01/01/17 0 0 53 5.42496 18,400,000 18,400,000 120 116 11/01/16 0 0 56 5.70946 17,550,000 17,550,000 120 118 01/01/17 360 360 57 5.54496 17,000,000 17,000,000 120 119 02/01/17 360 360 58 5.36496 17,000,000 17,000,000 120 116 11/01/16 0 0 61 5.89946 16,000,000 16,000,000 84 82 01/01/14 360 360 62 5.48546 15,500,000 15,500,000 120 118 01/01/17 360 360 64 5.53946 15,000,000 15,000,000 120 118 01/01/17 360 360 65 6.14196 15,000,000 14,980,390 120 119 02/01/17 360 359 66 5.69666 14,880,000 14,880,000 120 117 12/01/16 360 360 66.01 4,800,000 4,800,000 120 117 12/01/16 360 360 66.02 3,760,000 3,760,000 120 117 12/01/16 360 360 66.03 3,520,000 3,520,000 120 117 12/01/16 360 360 66.04 2,800,000 2,800,000 120 117 12/01/16 360 360 68 5.36496 14,700,000 14,700,000 120 116 11/01/16 0 0 69 5.60496 14,700,000 14,700,000 120 119 02/01/17 360 360 73 5.41946 13,461,000 13,461,000 120 118 01/01/17 360 360 77 5.97946 13,074,000 13,074,000 120 117 12/01/16 360 360 78 5.73646 13,000,000 13,000,000 120 116 11/01/16 0 0 79 5.42496 13,000,000 13,000,000 120 116 11/01/16 0 0 83 5.68946 12,020,000 12,003,542 120 119 02/01/17 360 359 86 5.96446 12,000,000 11,984,030 120 119 02/01/17 360 359 89 5.93746 11,200,000 11,200,000 120 117 12/01/16 360 360 93 5.53346 10,975,000 10,975,000 120 118 01/01/17 360 360 94 5.58946 10,900,000 10,900,000 120 118 01/01/17 360 360 97 5.82346 10,600,000 10,600,000 120 119 02/01/17 360 360 99 5.60346 10,200,000 10,200,000 120 118 01/01/17 360 360 102 5.42496 10,200,000 10,200,000 120 116 11/01/16 0 0 103 5.46946 10,000,000 10,000,000 120 119 02/01/17 360 360 104 5.64446 9,800,000 9,800,000 120 119 02/01/17 360 360 105 5.42496 9,800,000 9,800,000 120 116 11/01/16 0 0 109 5.67446 9,000,000 9,000,000 120 120 03/01/17 360 360 110 5.71546 9,000,000 8,971,624 120 117 12/01/16 360 357 111 5.57146 9,000,000 8,970,843 120 117 12/01/16 360 357 112 5.89846 8,700,000 8,700,000 120 119 02/01/17 360 360 113 5.67246 8,400,000 8,400,000 120 117 12/01/16 360 360 115 5.73946 8,300,000 8,300,000 120 117 12/01/16 360 360 116 6.25446 8,100,000 8,062,822 120 115 10/01/16 360 355 118 6.02946 8,000,000 7,982,848 120 118 01/01/17 360 358 120 5.73546 7,925,000 7,900,108 120 117 12/01/16 360 357 121 6.25446 7,900,000 7,863,740 120 115 10/01/16 360 355 124 5.55046 7,500,000 7,500,000 120 119 02/01/17 360 360 129 5.56446 7,400,000 7,400,000 120 118 01/01/17 360 360 131 5.67946 7,375,000 7,375,000 120 117 12/01/16 360 360 132 5.67046 7,360,000 7,360,000 120 118 01/01/17 360 360 133 5.67946 7,350,000 7,350,000 120 118 01/01/17 360 360 135 5.67946 7,200,000 7,200,000 120 118 01/01/17 0 0 136 5.62556 7,200,000 7,200,000 120 118 01/01/17 360 360 139 5.84846 7,050,000 7,050,000 120 118 01/01/17 360 360 141 5.83946 7,000,000 6,984,620 120 118 01/01/17 360 358 142 5.76946 6,900,000 6,900,000 120 117 12/01/16 360 360 143 5.42496 6,800,000 6,800,000 120 116 11/01/16 0 0 145 5.69476 6,700,000 6,700,000 120 117 12/01/16 360 360 146 5.56946 6,700,000 6,628,489 180 177 12/01/21 180 177 149 5.97946 6,500,000 6,485,950 120 118 01/01/17 360 358 150 5.60946 6,500,000 6,485,122 120 118 01/01/17 360 358 153 5.70916 6,050,000 6,022,879 120 117 12/01/16 300 297 158 5.71646 5,868,000 5,859,988 120 119 02/01/17 360 359 159 6.25446 5,850,000 5,817,478 120 114 09/01/16 360 354 160 5.60746 5,775,000 5,758,826 120 118 01/01/17 324 322 162 5.69846 5,750,000 5,731,984 120 117 12/01/16 360 357 164 5.57546 5,680,000 5,680,000 120 119 02/01/17 360 360 167 5.74446 5,350,000 5,326,037 120 117 12/01/16 300 297 168 5.51946 5,300,000 5,243,194 180 177 12/01/21 180 177 171 5.60346 5,100,000 5,100,000 120 118 01/01/17 360 360 172 5.69346 5,000,000 5,000,000 120 118 01/01/17 360 360 175 5.85146 5,000,000 4,984,438 120 118 01/01/17 300 298 176 5.57146 5,000,000 4,983,802 120 117 12/01/16 360 357 177 5.69146 4,950,000 4,950,000 120 119 02/01/17 0 0 178 5.82046 4,920,000 4,920,000 120 117 12/01/16 0 0 180 6.07946 4,800,000 4,800,000 120 118 01/01/17 360 360 182 5.47946 4,750,000 4,750,000 120 118 01/01/17 360 360 184 5.59046 4,600,000 4,600,000 120 118 01/01/17 360 360 185 5.66446 4,400,000 4,400,000 120 118 01/01/17 360 360 186 5.69946 4,300,000 4,300,000 120 117 12/01/16 360 360 190 5.97946 4,200,000 4,200,000 120 118 01/01/17 360 360 191 5.67046 4,160,000 4,160,000 120 119 02/01/17 360 360 192 5.83746 4,080,000 4,061,338 120 118 01/01/17 240 238 193 5.98546 3,960,000 3,960,000 120 119 02/01/17 0 0 196 5.51746 3,720,000 3,720,000 120 118 01/01/17 360 360 198 5.68046 3,600,000 3,600,000 120 117 12/01/16 360 360 200 6.25446 3,550,000 3,530,265 120 114 09/01/16 360 354 201 5.64346 3,520,000 3,520,000 120 118 01/01/17 360 360 206 6.12946 3,000,000 3,000,000 120 116 11/01/16 360 360 207 5.77946 3,000,000 3,000,000 120 118 01/01/17 360 360 208 5.76946 3,000,000 2,990,638 120 117 12/01/16 360 357 209 5.75446 2,900,000 2,900,000 120 118 01/01/17 0 0 212 5.78346 2,720,000 2,716,312 120 119 02/01/17 360 359 214 5.67446 2,446,000 2,446,000 120 117 12/01/16 360 360 215 6.07446 2,400,000 2,400,000 120 118 01/01/17 360 360 217 5.68046 2,200,000 2,200,000 120 118 01/01/17 360 360 218 5.74446 2,130,000 2,130,000 120 117 12/01/16 0 0 220 5.74446 2,000,000 2,000,000 120 117 12/01/16 0 0 222 5.67446 1,704,000 1,704,000 120 117 12/01/16 360 360 223 5.68346 1,675,000 1,675,000 120 117 12/01/16 360 360 Monthly Debt Servicing Accrual ARD Step Up Crossed Originator/Loan Loan # Service Fee Rate Type ARD (Y/N) (%) Title Type Loan Seller - ------ ------------ --------- ---------- --------- ----------- ------------- ------- --------------- 1 1,154,515 0.01000 Actual/360 No Fee JPMCB 2 1,039,362 0.02000 Actual/360 No Fee JPMCB 2.01 No Fee JPMCB 2.02 No Fee JPMCB 2.03 No Fee JPMCB 2.04 No Fee JPMCB 2.05 No Fee JPMCB 2.06 No Fee JPMCB 2.07 No Fee JPMCB 2.08 No Fee JPMCB 2.09 No Fee JPMCB 2.1 No Fee JPMCB 2.11 No Fee JPMCB 2.12 No Fee JPMCB 2.13 No Fee JPMCB 2.14 No Fee JPMCB 2.15 No Fee JPMCB 2.16 No Fee JPMCB 3 590,289 0.02000 Actual/360 No Fee JPMCB 3.01 No Fee JPMCB 3.02 No Fee JPMCB 3.03 No Fee JPMCB 3.04 No Fee JPMCB 3.05 No Fee JPMCB 3.06 No Fee JPMCB 3.07 No Fee JPMCB 3.08 No Fee JPMCB 3.09 No Fee JPMCB 3.1 No Fee JPMCB 3.11 No Fee JPMCB 3.12 No Fee JPMCB 3.13 No Fee JPMCB 3.14 No Fee JPMCB 8 373,652 0.02000 Actual/360 No Fee JPMCB 10 319,138 0.02000 Actual/360 No Fee JPMCB 10.01 No Fee JPMCB 10.02 No Fee JPMCB 10.03 No Fee JPMCB 10.04 No Fee JPMCB 10.05 No Fee JPMCB 10.06 No Fee JPMCB 10.07 No Fee JPMCB 10.08 No Fee JPMCB 10.09 No Fee JPMCB 10.1 No Fee JPMCB 10.11 No Fee JPMCB 10.12 No Fee JPMCB 10.13 No Fee JPMCB 10.14 No Fee JPMCB 10.15 No Fee JPMCB 10.16 No Fee JPMCB 10.17 No Fee JPMCB 10.18 No Fee JPMCB 10.19 No Fee JPMCB 10.2 No Fee JPMCB 11.99 336,466 Actual/360 No Fee JPMCB 11 240,174 0.04000 Actual/360 No Fee B JPMCB 11.01 No Fee JPMCB 11.02 No Fee JPMCB 11.03 No Fee JPMCB 12 96,292 0.04000 Actual/360 No Fee B JPMCB 14 282,467 0.02000 Actual/360 No Fee JPMCB 14.01 No Fee JPMCB 14.02 No Fee JPMCB 14.03 No Fee JPMCB 14.04 No Fee JPMCB 14.05 No Fee JPMCB 14.06 No Fee JPMCB 14.07 No Fee JPMCB 14.08 No Fee JPMCB 14.09 No Fee JPMCB 14.1 No Fee JPMCB 14.11 No Fee JPMCB 14.12 No Fee JPMCB 14.13 No Fee JPMCB 14.14 No Fee JPMCB 14.15 No Fee JPMCB 14.16 No Fee JPMCB 15 359,241 0.02000 Actual/360 No Fee JPMCB 17 282,970 0.02000 Actual/360 No Fee JPMCB 19 208,179 0.02000 Actual/360 No Fee JPMCB 22 189,789 0.02000 Actual/360 No Fee JPMCB 23 165,634 0.02000 Actual/360 No Fee JPMCB 24 168,867 0.02000 Actual/360 No Fee JPMCB 30 141,709 0.02000 Actual/360 No Fee JPMCB 32 138,028 0.02000 Actual/360 No Fee JPMCB 33 166,648 0.07000 Actual/360 No Fee JPMCB 34 132,967 0.02000 Actual/360 No Fee JPMCB 36 127,906 0.02000 Actual/360 No Fee JPMCB 37 160,972 0.07000 Actual/360 No Leasehold JPMCB 40 98,920 0.02000 Actual/360 No Fee JPMCB 41 122,177 0.02000 Actual/360 No Fee JPMCB 43 119,593 0.04000 Actual/360 No Fee JPMCB 44 116,944 0.05880 Actual/360 No Fee JPMCB 45 124,415 0.02000 Actual/360 No Fee JPMCB 46 91,926 0.03000 Actual/360 No Fee JPMCB 47 112,169 0.02000 Actual/360 No Fee/Leasehold JPMCB 48 115,700 0.02000 Actual/360 No Fee JPMCB 49 90,178 0.02000 Actual/360 No Fee JPMCB 50 94,709 0.02000 Actual/360 No Fee JPMCB 51 91,012 0.06000 Actual/360 No Fee JPMCB 53 84,657 0.02000 Actual/360 No Fee JPMCB 56 102,194 0.02000 Actual/360 No Fee JPMCB 57 97,224 0.02000 Actual/360 No Fee JPMCB 58 77,354 0.02000 Actual/360 No Fee JPMCB 61 95,107 0.02000 Actual/360 No Leasehold JPMCB 62 88,066 0.02000 Actual/360 No Fee JPMCB 64 85,734 0.02000 Actual/360 No Fee JPMCB 65 91,506 0.02000 Actual/360 No Fee JPMCB 66 86,526 0.02000 Actual/360 No Fee JPMCB 66.01 No Fee JPMCB 66.02 No Fee JPMCB 66.03 No Fee JPMCB 66.04 No Fee JPMCB 68 66,889 0.02000 Actual/360 No Fee JPMCB 69 84,998 0.06000 Actual/360 No Fee JPMCB 73 76,346 0.07000 Actual/360 No Fee JPMCB 77 78,385 0.02000 Actual/360 No Fee JPMCB 78 63,234 0.02000 Actual/360 No Fee JPMCB 79 59,812 0.02000 Actual/360 No Fee JPMCB 83 69,840 0.02000 Actual/360 No Fee JPMCB 86 71,830 0.02000 Actual/360 No Fee JPMCB 89 66,848 0.02000 Actual/360 No Fee JPMCB 93 62,964 0.06000 Actual/360 No Fee JPMCB 94 62,643 0.02000 Actual/360 No Fee JPMCB 97 62,764 0.06000 Actual/360 No Fee JPMCB 99 58,968 0.06000 Actual/360 No Fee JPMCB 102 46,930 0.02000 Actual/360 No Fee JPMCB 103 56,716 0.02000 Actual/360 No Fee JPMCB 104 56,662 0.02000 Actual/360 No Fee JPMCB 105 45,089 0.02000 Actual/360 No Fee JPMCB 109 52,493 0.07000 Actual/360 No Fee JPMCB 110 52,442 0.02000 Actual/360 No Fee JPMCB 111 51,622 0.02000 Actual/360 No Fee JPMCB 112 51,709 0.02000 Actual/360 No Fee JPMCB 113 49,196 0.11000 Actual/360 No Fee JPMCB 115 48,701 0.06000 Actual/360 No Fee JPMCB 116 50,005 0.02000 Actual/360 No Fee JPMCB 118 48,222 0.02000 Actual/360 No Fee JPMCB 120 46,278 0.02000 Actual/360 No Fee JPMCB 121 48,770 0.02000 Actual/360 No Fee JPMCB 124 42,919 0.02000 Actual/360 No Fee JPMCB 129 42,412 0.02000 Actual/360 No Fee JPMCB 131 42,805 0.02000 Actual/360 No Fee JPMCB 132 42,676 0.02000 Actual/360 No Fee JPMCB 133 42,659 0.02000 Actual/360 No Fee JPMCB 135 34,675 0.02000 Actual/360 No Fee JPMCB 136 41,725 0.06000 Actual/360 No Fee JPMCB 139 41,676 0.02000 Actual/360 No Fee JPMCB 141 41,520 0.06000 Actual/360 No Fee JPMCB 142 40,442 0.02000 Actual/360 No Fee JPMCB 143 31,286 0.02000 Actual/360 No Fee JPMCB 145 38,952 0.02000 Actual/360 No Fee JPMCB 146 55,279 0.08000 Actual/360 No Fee JPMCB 149 38,971 0.02000 Actual/360 No Fee JPMCB 150 37,520 0.04000 Actual/360 No Fee JPMCB 153 38,243 0.09000 Actual/360 No Fee JPMCB 158 34,196 0.02000 Actual/360 No Fee JPMCB 159 36,115 0.02000 Actual/360 No Fee JPMCB 160 34,706 0.02000 Actual/360 No Fee JPMCB 162 33,625 0.07000 Actual/360 No Fee JPMCB 164 32,809 0.08000 Actual/360 No Fee JPMCB 167 33,835 0.06000 Actual/360 No Fee JPMCB 168 43,587 0.08000 Actual/360 No Fee JPMCB 171 29,484 0.06000 Actual/360 No Fee JPMCB 172 29,064 0.02000 Actual/360 No Fee JPMCB 175 31,825 0.02000 Actual/360 No Fee JPMCB 176 28,679 0.02000 Actual/360 No Fee JPMCB 177 23,889 0.02000 Actual/360 No Fee JPMCB 178 24,281 0.02000 Actual/360 No Leasehold JPMCB 180 29,088 0.02000 Actual/360 No Fee JPMCB 182 26,970 0.02000 Actual/360 No Fee JPMCB 184 26,701 0.11000 Actual/360 No Fee JPMCB 185 25,635 0.07000 Actual/360 No Fee JPMCB 186 25,148 0.07000 Actual/360 No Fee JPMCB 190 25,316 0.07000 Actual/360 No Fee JPMCB 191 24,121 0.02000 Actual/360 No Fee JPMCB 192 28,897 0.02000 Actual/360 No Fee JPMCB 193 20,095 0.02000 Actual/360 No Fee JPMCB 196 21,211 0.02000 Actual/360 No Fee JPMCB 198 21,102 0.11000 Actual/360 No Fee JPMCB 200 21,916 0.02000 Actual/360 No Fee JPMCB 201 20,439 0.06000 Actual/360 No Fee JPMCB 206 18,277 0.02000 Actual/360 No Fee JPMCB 207 17,603 0.02000 Actual/360 No Fee JPMCB 208 17,583 0.02000 Actual/360 No Fee JPMCB 209 14,150 0.02000 Actual/360 No Fee JPMCB 212 15,967 0.02000 Actual/360 No Fee JPMCB 214 14,251 0.06000 Actual/360 No Fee JPMCB 215 14,536 0.02000 Actual/360 No Fee JPMCB 217 12,868 0.09000 Actual/360 No Fee JPMCB 218 10,375 0.02000 Actual/360 No Fee JPMCB 220 9,742 0.02000 Actual/360 No Fee JPMCB 222 9,928 0.06000 Actual/360 No Fee JPMCB 223 9,768 0.06000 Actual/360 No Fee JPMCB UPFRONT ESCROW ----------------------------------------------------------- Upfront Upfront Letter of CapEx Upfront Eng. Envir. Upfront TI/LC Loan # Guarantor Credit Reserve Reserve Reserve Reserve - ------- ------------------------------------------------ ----------- --------- -------------- ---------- --------------- 1 Robert M. Gans No 0.00 0.00 0.00 4,100,000.00 Centro Heritage Naples SC LLC, Centro Heritage UC Greenville LLC, Centro Heritage Capitol SC LLC, Centro Bradley Manchester I LLC, Centro Bradley Manchester II LLC, Centro Bradley Manchester III LLC, Centro Bradley Slater Street LLC, Centro Bradley Long Meadow LLC, Centro St. Francis Plaza LLC, Heritage Warminster SPE LLC, Centro Heritage Park Shore 2 SC LLC, Centro Heritage SPE 4 LLC No 0.00 0.00 0.00 0.00 2.01 2.02 2.03 2.04 2.05 2.06 2.07 2.08 2.09 2.1 2.11 2.12 2.13 2.14 2.15 2.16 3 Quantico Real Estate LLC No 0.00 0.00 0.00 0.00 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 8 Aslan Realty Partners III, L.L.C. No 0.00 373,400.00 0.00 0.00 10 Americold Realty Trust No 0.00 0.00 0.00 0.00 10.01 10.02 10.03 10.04 10.05 10.06 10.07 10.08 10.09 10.1 10.11 10.12 10.13 10.14 10.15 10.16 10.17 10.18 10.19 10.2 11.99 R. Damian Soffer No 0.00 0.00 0.00 0.00 11 R. Damian Soffer No 0.00 0.00 0.00 0.00 11.01 11.02 11.03 12 R. Damian Soffer No 0.00 0.00 0.00 0.00 Cabot Industrial Value Fund II Operating 14 Partnership, L.P. No 0.00 0.00 0.00 0.00 14.01 14.02 14.03 14.04 14.05 14.06 14.07 14.08 14.09 14.1 14.11 14.12 14.13 14.14 14.15 14.16 15 Roy T. Oliver, Mark L. Beffort 5,000,000.0 0.00 0.00 0.00 1,084,585.00 17 Behringer Harvard REIT I, Inc No 0.00 0.00 0.00 0.00 19 Conroe Marketplace S.C., L.P. 4,134,530.9 0.00 0.00 0.00 1,257,370.00 22 Ming Hsien Chu No 85,000.00 0.00 0.00 711,130.00 23 PK I Sunset Esplanade LLC No 0.00 0.00 0.00 0.00 24 Moreno Valley Plaza, Ltd., L.P. No 0.00 110,625.00 0.00 0.00 30 PK II Bixby Hacienda Plaza LP No 0.00 0.00 0.00 0.00 32 PK I North County Plaza LP No 0.00 0.00 0.00 0.00 33 Robert Meers and Albert Meers No 0.00 0.00 0.00 0.00 34 PK I Granary Square LP No 0.00 0.00 0.00 0.00 36 PK II Century Center LP No 0.00 0.00 0.00 0.00 37 Helmut Siewert, Linda Siewert, Charles Locher No 0.00 14,750.00 0.00 0.00 40 PK II Country Gables SC LP No 0.00 0.00 0.00 0.00 Robert L. Stephenson, Robert C. Erickson, Millard Golusin, Faris Ahmad, Steven D. Rimar, Frederick P. Maibauer, Allen Babcock, Peter M. Boruta, Dale V. Hoekstra, Timothy A. Bierema, David R. Cragg, Steven L. Almany, Joel K. Kahn, Steven C. Ajluni, William H. Delvin, Terry R, Bowers, Mark Hammel, David Kearney, Thomas Joliat, Nanda G. Salem, Jerry A. Dancik, Usman G. Master, Isam Salah, Aris Urbanes, Sundeep Dhillon Fahd Al-Saghir, James Skoney, J. Mark Joliat, Mark Sinkoff, Janet Dubeck, John Bonema, Timothy Tinetti, Kevin Nurmi, Neil Fraser, Jami Small, Rudrick Boucher, Peggyman Nowak, M. Melissa McBrien, Homaira N. Danish, Richard T. Wille, John Weber, Anthony DiGiovanni, Sante D. Bologna, Partha S. Nandi, 41 Marcia B. Cardelli and Robert J. Schonefeld No 0.00 0.00 0.00 0.00 43 55 Waugh, LP No 0.00 0.00 0.00 0.00 44 Richard M. Alter, Louis C. Lapenna No 0.00 0.00 0.00 0.00 45 John L. Dimarco, Sr., Richard Crossed 1,507,000.0 0.00 0.00 0.00 0.00 46 Brian T. Gardner No 0.00 0.00 0.00 0.00 47 Andrew Kohen, Susan Kohen No 0.00 191,437.50 25,000.00 150,000.00 48 Jack O. Snyder 250,000.0 0.00 0.00 0.00 0.00 49 PK II Green Valley Town & Country LLC No 0.00 0.00 0.00 0.00 50 Paul Fingersh No 0.00 600,000.00 0.00 0.00 51 CFO2 Palm Beach, L.P. No 0.00 140,850.00 0.00 0.00 53 PK II Dublin Retail Center LP No 0.00 0.00 0.00 0.00 56 FR Net Lease Co-Investment Program 13, LLC No 0.00 0.00 0.00 0.00 57 Continental Development Corporation No 0.00 2,187.50 0.00 0.00 58 PK III Tacoma Central LLC No 0.00 0.00 0.00 0.00 61 Wayne Levenfeld No 0.00 0.00 0.00 0.00 62 David F. Couch, Christopher T. Dunbar No 0.00 0.00 0.00 0.00 David J. Helfrich, Donna P. Preiss, Susan 64 Wiggs-Folckemer No 0.00 0.00 0.00 0.00 65 Simone Spiegel No 0.00 0.00 0.00 0.00 66 Joshua Safrin, Issac M. Neuberger No 73,524.00 6,500.00 0.00 0.00 66.01 66.02 66.03 66.04 68 PK III Fairmont SC LP No 0.00 0.00 0.00 0.00 Jeffrey L. Schmier, Steve Bernstein, Jeffrey 69 Robinson, and Michael Schroering No 0.00 0.00 0.00 0.00 73 The LCP Group, L.P. No 0.00 0.00 0.00 0.00 Joseph A. Eorio, Concetta Eorio, David Jones, Jr., Barbara D. Jones, Richard D. Johnson, Carolyn F. Johnson, Cathy G. Kinsler and Paula 77 Hallran No 216,000.00 3,750.00 0.00 832,000.00 78 Slavik Gofman No 0.00 96,750.00 0.00 0.00 79 PK I Canyon Ridge Plaza LLC No 0.00 0.00 0.00 0.00 John A. Henry & Co., Ltd., A Texas Limited 83 Partnership No 0.00 56,250.00 0.00 0.00 86 Mohammed H. Mirza No 0.00 0.00 0.00 0.00 89 Robert H. Key No 0.00 0.00 0.00 310,000.00 93 Sean McCloskey No 0.00 0.00 0.00 0.00 94 Claus Dieckell No 197,395.00 0.00 0.00 0.00 97 Kenneth L. Friedman 312,500.0 0.00 0.00 0.00 0.00 99 Daniel Cohen, Lou Antonucci No 0.00 48,970.00 0.00 300,000.00 102 PK II Creekside Center LP No 0.00 0.00 0.00 0.00 103 Augustus Tagliaferri No 0.00 0.00 0.00 0.00 104 Quincy Investment Holdings, LLC No 0.00 0.00 0.00 500,000.00 105 PK I Panther Lake LLC No 0.00 0.00 0.00 0.00 109 Pedram Cohen, Roya Perry Cohen No 0.00 103,816.25 0.00 60,000.00 110 R. Doyle Parrish, J. David Beam III No 0.00 0.00 0.00 0.00 111 Mike Schuminsky No 0.00 0.00 0.00 0.00 112 Ronald Cooper No 0.00 0.00 0.00 0.00 113 William R. Collins, JR., Stanley R. Bullington No 0.00 0.00 0.00 0.00 115 Gordon S. Awsumb II No 0.00 0.00 0.00 0.00 116 John L. DiMarco, Sr., Richard Crossed 598,000.0 0.00 0.00 0.00 0.00 Charles Mclaughlin, Barbara Mclaughlin, William 118 Wolfe, Janet Wolfe No 0.00 0.00 0.00 0.00 120 R. Doyle Parrish, J. David Beam, III No 0.00 3,750.00 0.00 0.00 121 John L. DiMarco, Sr., Richard Crossed 584,000.0 0.00 0.00 0.00 0.00 124 Angela Bennett No 0.00 0.00 0.00 250,000.00 129 Montecito Medical Investment Company, LLC No 0.00 4,000.00 0.00 0.00 131 Ewel Grossberg No 0.00 6,250.00 0.00 0.00 132 AHP LLC No 0.00 3,750.00 0.00 300,000.00 133 American Spectrum Realty, Inc. No 0.00 6,125.00 0.00 0.00 Andrew Sproule Love Trust for Andrew Sproule 135 Love, Jr. No 3,467.96 0.00 0.00 50,000.00 136 Edward C. Zeman No 0.00 11,820.00 0.00 0.00 139 Daniel Hibma, Paul A. Land, Roger Lucas No 0.00 0.00 0.00 0.00 141 Rajesh Patel No 0.00 0.00 0.00 0.00 142 Daniel Hibma, Paul A. Land, Roger Lucas No 0.00 0.00 0.00 190,000.00 143 PK II Oceanside Town & Country LP No 0.00 0.00 0.00 0.00 145 Isaac Weiss and ZVI Feiner No 0.00 51,676.25 0.00 300,000.00 146 Robert A Kinsley No 0.00 0.00 0.00 0.00 149 Mark O. Sealy, Scott P. Sealy No 0.00 0.00 0.00 0.00 150 Josephine Saker No 0.00 0.00 0.00 0.00 153 Rajesh Aggarwal, Veena Lal No 0.00 0.00 0.00 0.00 158 George Hicker No 0.00 0.00 0.00 0.00 159 John L. DiMarco, Sr., Richard Crossed 432,000.0 0.00 0.00 0.00 0.00 160 Richard Kanter and Vivian Kanter No 0.00 0.00 0.00 0.00 162 Arkan F. Jonna 60,000.0 0.00 0.00 0.00 0.00 164 Philippe Covington No 0.00 0.00 0.00 0.00 167 Harley D. O'Neil, Jr. No 0.00 0.00 0.00 0.00 168 Robert A. Kinsley and Scott Wagner No 0.00 0.00 0.00 0.00 171 Daniel Cohen, Lou Antonucci No 0.00 0.00 0.00 0.00 172 Anthony Tarantino No 0.00 0.00 0.00 80,000.00 175 Kevin Spizizen, Neil Spizizen, Mel Partovich 854,000.0 0.00 0.00 0.00 0.00 176 Kurt Kornreich No 0.00 0.00 0.00 0.00 177 Cole Operating Partnership II, LP No 0.00 0.00 0.00 0.00 178 Bob Safai, Michael Schlesinger 350,000.0 140,000.00 3,325.00 0.00 70,285.00 180 Edgar Chua No 0.00 0.00 0.00 150,000.00 182 Samuel Juffe, Bruce W. Wilt, John M. Huenke No 0.00 0.00 30,500.00 0.00 184 Tarragon Corporation No 0.00 0.00 0.00 0.00 185 Pedram Cohen, Roya Perry Cohen No 0.00 0.00 0.00 25,000.00 Bret Caller, Steven P. Miller, J. Robert 186 Smyjunas 325,000.0 0.00 0.00 0.00 0.00 190 Bradley J. Scott, George Burgess Carey, IV 200,000.0 0.00 0.00 0.00 0.00 191 Meisel's, Inc. No 0.00 0.00 0.00 0.00 192 Martin P. Mariano, Beverly A. Mariano No 0.00 0.00 0.00 0.00 193 George R. Walker III, Rodney F. Triplett, Jr. No 0.00 0.00 0.00 0.00 196 Arkan F. Jonna No 0.00 0.00 0.00 0.00 Stephen R. Kaplan, Gregg Caledonia, C. Allen 198 Braswell No 0.00 0.00 0.00 0.00 200 John L. DiMarco, Sr., Richard Crossed 262,000.0 0.00 0.00 0.00 0.00 201 Joshua S. Peck No 0.00 11,812.50 0.00 55,000.00 206 Lawrence Goodman No 0.00 10,000.00 0.00 0.00 207 David Kugel No 0.00 3,750.00 14,000.00 0.00 208 Donald J. Tharp, Marsha J. Tharp No 0.00 0.00 0.00 0.00 209 Cole Operating Partnership II, LP No 0.00 0.00 0.00 0.00 Brian Horowitz, Hyman Horowitz, Michael Rauch, 212 Jefferson Weaver No 0.00 0.00 0.00 0.00 214 Edward C. Zeman No 0.00 0.00 0.00 0.00 215 Mendel Rosenberg No 96,852.00 208,397.50 0.00 0.00 217 Devonshire Development Company LLC No 0.00 3,750.00 0.00 0.00 218 Cole Operating Partnership II, LP No 0.00 0.00 0.00 0.00 220 Cole Operating Partnership II, LP No 0.00 0.00 0.00 0.00 222 Edward C. Zeman No 0.00 99,711.00 0.00 0.00 223 Edward C. Zeman No 0.00 11,250.00 0.00 0.00 UPFRONT ESCROW MONTHLY ESCROW --------------------------------------------- --------------------------------------------------------------------- Monthly Monthly Monthly Monthly Upfront RE Tax Upfront Ins. Upfront Other Capex Envir. TI/LC Monthly RE Monthly Other Loan # Reserve Reserve Reserve Reserve Reserve Reserve Tax Reserve Ins. Reserve Reserve - ------ -------------- ------------ ------------- -------- ------- -------- ----------- ------------ ------- 1 4,718,404.41 72,938.00 3,702,491.23 3106.97 0.00 83333.00 1179601.10 72938.00 0.00 2 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 2.01 2.02 2.03 2.04 2.05 2.06 2.07 2.08 2.09 2.1 2.11 2.12 2.13 2.14 2.15 2.16 3 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 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 8 209,688.07 0.00 0.00 4496.53 0.00 0.00 69896.02 0.00 0.00 10 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 10.01 10.02 10.03 10.04 10.05 10.06 10.07 10.08 10.09 10.1 10.11 10.12 10.13 10.14 10.15 10.16 10.17 10.18 10.19 10.2 11.99 236,576.97 0.00 1,668,694.38 0.00 0.00 0.00 21507.00 0.00 0.00 11 166,925.29 0.00 1,668,694.38 0.00 0.00 0.00 15175.03 0.00 0.00 11.01 11.02 11.03 12 69,651.68 0.00 0.00 0.00 0.00 0.00 6331.97 0.00 0.00 14 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 14.01 14.02 14.03 14.04 14.05 14.06 14.07 14.08 14.09 14.1 14.11 14.12 14.13 14.14 14.15 14.16 15 245,620.74 154,934.08 0.00 8825.00 0.00 0.00 61405.19 14084.92 0.00 17 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 19 0.00 0.00 1,194,228.00 0.00 0.00 0.00 0.00 0.00 0.00 22 110,673.87 31,677.00 891,900.00 1403.41 0.00 2526.13 22134.77 3519.67 0.00 23 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 24 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 30 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 32 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 33 69,347.35 17,250.00 0.00 1540.14 0.00 0.00 17336.84 8625.00 0.00 34 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 36 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 37 531,390.17 14,385.00 0.00 10124.02 0.00 0.00 40876.17 7192.50 0.00 40 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 41 108,172.20 4,351.44 0.00 0.00 0.00 0.00 27043.05 2175.72 0.00 43 0.00 0.00 214,179.00 0.00 0.00 0.00 0.00 0.00 0.00 44 77,495.67 0.00 0.00 0.00 0.00 0.00 19373.92 0.00 0.00 45 146,597.54 29,089.50 0.00 0.00 0.00 0.00 22702.21 9696.50 0.00 46 0.00 0.00 0.00 6134.43 0.00 0.00 0.00 0.00 0.00 47 83,783.23 12,655.32 0.00 441.67 0.00 5833.33 27927.74 4218.44 0.00 48 98,128.75 51,158.33 0.00 28065.50 0.00 0.00 24532.19 12789.58 0.00 49 0.00 0.00 0.00 3333.33 0.00 0.00 0.00 0.00 0.00 50 0.00 0.00 0.00 5000.00 0.00 0.00 27471.51 0.00 0.00 51 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 53 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 56 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 57 16,187.98 5,214.63 0.00 1666.67 0.00 0.00 48563.96 1303.65 0.00 58 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 61 0.00 0.00 0.00 20226.25 0.00 0.00 0.00 0.00 0.00 62 46,604.83 7,625.33 0.00 0.00 0.00 0.00 23302.41 3812.67 0.00 64 31,322.74 52,419.50 0.00 5740.43 0.00 0.00 15661.37 4992.33 0.00 65 31,268.55 851.42 1,515,318.44 1004.67 0.00 3500.00 15634.27 851.42 0.00 66 38,126.14 20,864.46 0.00 4553.50 0.00 13000.00 13481.73 7653.77 0.00 66.01 66.02 66.03 66.04 68 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 69 4,047.08 3,333.57 114,000.00 546.11 0.00 2085.00 1349.03 1250.24 0.00 73 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 77 51,040.74 6,320.52 24,000.00 0.00 0.00 0.00 10208.15 3160.26 0.00 78 106,401.22 1,742.25 0.00 2312.92 0.00 0.00 17733.54 580.75 0.00 79 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 83 89,288.21 9,657.92 29,762.74 1513.83 0.00 0.00 1485.83 0.00 0.00 86 40,011.75 3,973.17 0.00 592.75 0.00 3333.33 40011.75 1986.58 0.00 89 15,060.96 6,594.50 499,382.00 586.00 0.00 0.00 1255.08 1099.08 0.00 93 14,769.32 17,926.67 32,369.00 844.33 0.00 1833.33 14769.32 1792.67 0.00 94 36,669.74 12,833.26 0.00 728.38 0.00 4000.00 9167.43 1166.66 0.00 97 13,394.54 5,292.86 0.00 1398.44 0.00 0.00 13394.54 2646.43 0.00 99 87,654.54 16,288.33 0.00 1162.02 0.00 0.00 22564.53 1628.83 0.00 102 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 103 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 104 30,860.41 0.00 0.00 0.00 0.00 0.00 15430.21 0.00 0.00 105 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 109 49,266.50 6,498.00 155,000.00 218.32 0.00 3000.00 8211.08 722.08 0.00 110 62,674.40 10,063.85 0.00 9750.00 0.00 0.00 4821.11 2012.77 0.00 111 15,190.46 31,010.66 0.00 1405.14 0.00 5186.00 15190.46 3876.33 0.00 112 17,578.14 4,811.50 0.00 688.75 0.00 4583.33 4394.54 2405.75 0.00 113 0.00 0.00 0.00 0.00 0.00 0.00 6531.77 0.00 0.00 115 44,867.16 6,595.33 0.00 1110.39 0.00 4150.18 14955.72 3297.67 0.00 116 66,358.25 17,458.67 0.00 0.00 0.00 0.00 16810.58 2182.33 0.00 118 20,736.56 11,817.75 1,300,000.00 0.00 0.00 0.00 10368.28 3939.25 0.00 120 67,611.57 21,486.83 0.00 8900.00 0.00 0.00 5200.89 2148.68 0.00 121 67,950.92 13,618.00 0.00 0.00 0.00 0.00 16626.92 1702.25 0.00 124 10,870.67 2,876.00 126,762.00 1553.17 0.00 6753.00 5435.33 1438.00 0.00 129 14,115.88 17,301.25 0.00 713.33 0.00 1471.00 7340.26 5767.08 0.00 131 8,582.61 783.58 155,000.00 531.98 0.00 2659.87 2860.87 783.58 0.00 132 16,547.13 6,166.33 0.00 6606.24 0.00 0.00 8273.57 3083.17 0.00 133 22,911.23 15,510.56 0.00 1824.34 0.00 4133.67 11455.61 1632.69 0.00 135 10,284.06 9,407.42 80,000.00 0.00 0.00 4166.67 10284.06 1343.92 0.00 136 105,497.67 0.00 0.00 602.97 0.00 0.00 17582.94 0.00 0.00 139 60,074.11 1,349.42 0.00 1202.31 0.00 0.00 12014.82 1349.42 0.00 141 0.00 2,640.33 0.00 4238.52 0.00 0.00 1613.25 1320.17 0.00 142 46,392.48 10,627.50 0.00 1304.84 0.00 0.00 9278.48 817.50 0.00 143 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 145 107,342.25 7,526.50 0.00 3171.73 0.00 0.00 21468.45 1254.42 0.00 146 62,534.79 7,978.00 0.00 0.00 0.00 0.00 13211.33 997.25 0.00 149 10,919.42 42,420.83 0.00 0.00 0.00 0.00 10919.42 6060.12 0.00 150 23,804.91 28,481.88 0.00 2392.50 0.00 0.00 23804.91 5696.38 0.00 153 5,532.32 2,204.67 0.00 4524.70 0.00 0.00 2766.16 1102.33 0.00 158 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 159 43,264.00 7,532.58 0.00 0.00* 0.00 0.00 10816.00 1076.08 0.00 160 27,328.81 2,508.67 0.00 1466.43 0.00 1483.67 6832.20 1254.33 0.00 162 43,392.76 2,107.88 0.00 757.36 0.00 2524.54 10848.19 1053.94 0.00 164 16,545.50 1,446.50 0.00 549.67 0.00 0.00 8272.75 723.25 0.00 167 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 168 49,335.48 7,074.08 0.00 0.00 0.00 0.00 0.00 0.00 0.00 171 35,652.53 8,015.00 47,000.00 582.92 0.00 1833.33 9177.88 801.50 0.00 172 15,849.82 7,392.00 50,000.00 768.51 0.00 2251.33 7924.91 924.00 0.00 175 9,938.74 4,210.50 0.00 1800.00 0.00 6000.00 9938.74 701.75 0.00 176 16,447.06 6,316.66 137,000.00 694.10 0.00 2328.66 8223.53 1579.16 0.00 177 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 178 19,950.00 0.00 0.00 604.66 0.00 0.00 6650.20 1326.50 0.00 180 5,472.27 14,254.17 0.00 307.81 0.00 4166.70 5472.27 1295.83 0.00 182 18,911.43 1,400.00 0.00 1267.00 0.00 0.00 4727.86 233.33 0.00 184 5,905.95 19,436.25 0.00 675.33 0.00 2083.33 1968.65 2159.58 0.00 185 20,921.33 1,917.69 0.00 232.25 0.00 1000.00 5230.33 547.91 0.00 186 0.00 0.00 0.00 311.42 0.00 2076.16 0.00 0.00 8335.00 190 6,254.13 1,831.96 0.00 1301.00 0.00 0.00 3127.06 915.98 0.00 191 26,694.17 32,055.00 0.00 3500.00 0.00 0.00 8898.06 3205.50 0.00 192 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 193 14,872.42 13,445.34 0.00 1455.04 0.00 0.00 7436.21 1222.30 0.00 196 30,847.08 2,036.28 0.00 222.00 0.00 2500.00 6169.42 509.07 0.00 198 9,840.84 3,102.08 0.00 0.00 0.00 0.00 4920.42 620.42 0.00 200 52,299.33 17,702.00 0.00 0.00 0.00 0.00 7471.33 2212.75 0.00 201 2,454.42 1,594.50 0.00 750.00 0.00 0.00 1227.21 797.25 0.00 206 31,850.00 3,550.00 0.00 749.00 0.00 2500.00 10616.67 591.67 0.00 207 5,800.93 2,500.75 0.00 375.00 0.00 1250.00 2900.46 833.58 0.00 208 3,543.91 0.00 0.00 0.00 0.00 0.00 1771.95 0.00 0.00 209 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 212 11,090.49 977.67 0.00 226.87 0.00 1500.00 1848.42 244.42 0.00 214 3,390.58 0.00 0.00 425.00 0.00 0.00 847.65 0.00 0.00 215 11,610.10 4,185.08 0.00 0.00 0.00 1005.80 5805.05 4185.08 0.00 217 6,400.33 670.00 18,060.00 101.08 0.00 960.29 1600.08 335.00 0.00 218 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 220 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 222 7,320.96 0.00 0.00 460.70 0.00 0.00 1830.24 0.00 0.00 223 30,593.84 0.00 0.00 270.83 0.00 0.00 7648.46 0.00 0.00 Remaining Interest Final Amortization Grace Lockbox Defeasance Accrual Loan Maturity Term for Loan # Period In-place Property Type Permitted Period Group Date Balloon Loans - ------ ------ -------- -------------------- ---------- ---------- ----- -------- ------------- 1 0 Yes Office Yes Actual/360 1 2 7 Yes Retail Yes Actual/360 1 2.01 7 Retail 1 2.02 7 Retail 1 2.03 7 Retail 1 2.04 7 Retail 1 2.05 7 Retail 1 2.06 7 Retail 1 2.07 7 Retail 1 2.08 7 Retail 1 2.09 7 Retail 1 2.1 7 Retail 1 2.11 7 Retail 1 2.12 7 Retail 1 2.13 7 Retail 1 2.14 7 Retail 1 2.15 7 Retail 1 2.16 7 Retail 1 3 5 No Various No Actual/360 1 3.01 5 Office 1 3.02 5 Industrial 1 3.03 5 Industrial 1 3.04 5 Industrial 1 3.05 5 Industrial 1 3.06 5 Industrial 1 3.07 5 Industrial 1 3.08 5 Industrial 1 3.09 5 Industrial 1 3.1 5 Industrial 1 3.11 5 Industrial 1 3.12 5 Industrial 1 3.13 5 Office 1 3.14 5 Office 1 8 0 Yes Office Yes Actual/360 1 10 5 Yes Industrial Yes Actual/360 1 10.01 5 Industrial 1 10.02 5 Industrial 1 10.03 5 Industrial 1 10.04 5 Industrial 1 10.05 5 Industrial 1 10.06 5 Industrial 1 10.07 5 Industrial 1 10.08 5 Industrial 1 10.09 5 Industrial 1 10.1 5 Industrial 1 10.11 5 Industrial 1 10.12 5 Industrial 1 10.13 5 Industrial 1 10.14 5 Industrial 1 10.15 5 Industrial 1 10.16 5 Industrial 1 10.17 5 Industrial 1 10.18 5 Industrial 1 10.19 5 Industrial 1 10.2 5 Industrial 1 11.99 7 Yes Various Yes Actual/360 1 11 7 Yes Mixed Use Yes Actual/360 1 11.01 7 Mixed Use 1 11.02 7 Mixed Use 1 11.03 7 Mixed Use 1 12 7 Yes Office Yes Actual/360 1 14 0 No Industrial Yes Actual/360 1 14.01 0 Industrial 1 14.02 0 Industrial 1 14.03 0 Industrial 1 14.04 0 Industrial 1 14.05 0 Industrial 1 14.06 0 Industrial 1 14.07 0 Industrial 1 14.08 0 Industrial 1 14.09 0 Industrial 1 14.1 0 Industrial 1 14.11 0 Industrial 1 14.12 0 Industrial 1 14.13 0 Industrial 1 14.14 0 Industrial 1 14.15 0 Industrial 1 14.16 0 Industrial 1 15 5 Yes Office Yes Actual/360 1 360 17 0 Yes Office Yes Actual/360 1 360 19 0 No Retail Yes Actual/360 1 22 5 Yes Retail Yes Actual/360 1 23 0 No Retail Yes Actual/360 1 24 5 No Retail Yes Actual/360 1 30 0 No Retail Yes Actual/360 1 32 0 No Retail Yes Actual/360 1 33 7 No Mixed Use Yes Actual/360 1 360 34 0 No Retail Yes Actual/360 1 36 0 No Retail Yes Actual/360 1 37 10 No Multifamily Yes Actual/360 2 360 40 0 No Retail Yes Actual/360 1 41 10 No Office Yes Actual/360 1 360 43 7 No Office Yes Actual/360 1 360 44 7 No Retail Yes Actual/360 1 360 45 7 No Multifamily Yes Actual/360 2 360 46 7 No Multifamily Yes Actual/360 2 47 7 Yes Office Yes Actual/360 1 360 48 7 No Hotel Yes Actual/360 1 360 49 0 No Retail Yes Actual/360 1 50 7 No Multifamily Yes Actual/360 2 51 0 No Mixed Use Yes Actual/360 1 53 0 No Retail Yes Actual/360 1 56 7 No Industrial Yes Actual/360 1 360 57 5 No Retail Yes Actual/360 1 360 58 0 No Retail Yes Actual/360 1 61 7 No Hotel Yes Actual/360 1 360 62 7 No Multifamily Yes Actual/360 2 360 64 7 No Multifamily Yes Actual/360 2 360 65 7 No Retail Yes Actual/360 1 360 66 0 Yes Various Yes Actual/360 1 360 66.01 0 Office 1 360 66.02 0 Office 1 360 66.03 0 Industrial 1 360 66.04 0 Industrial 1 360 68 0 No Retail Yes Actual/360 1 69 7 No Industrial Yes Actual/360 1 360 73 7 Yes Industrial Yes Actual/360 1 360 77 10 No Office Yes Actual/360 1 360 78 10 No Mixed Use No Actual/360 1 79 0 No Retail Yes Actual/360 1 83 10 No Retail Yes Actual/360 1 360 86 7 Yes Office Yes Actual/360 1 360 89 7 No Retail No Actual/360 1 360 93 7 No Retail Yes Actual/360 1 360 94 7 No Office Yes Actual/360 1 360 97 7 No Retail Yes Actual/360 1 360 99 7 No Industrial Yes Actual/360 1 360 102 0 No Retail Yes Actual/360 1 103 7 No Industrial Yes Actual/360 1 360 104 7 No Office Yes Actual/360 1 360 105 0 No Retail Yes Actual/360 1 109 7 Yes Mixed Use Yes Actual/360 1 360 110 7 No Hotel Yes Actual/360 1 360 111 7 No Retail Yes Actual/360 1 360 112 7 No Retail Yes Actual/360 1 360 113 7 No Self-Storage Yes Actual/360 1 360 115 7 No Mixed Use Yes Actual/360 1 360 116 7 No Multifamily Yes Actual/360 2 360 118 7 Yes Hotel No Actual/360 1 360 120 7 No Hotel Yes Actual/360 1 360 121 7 No Multifamily Yes Actual/360 2 360 124 7 No Office Yes Actual/360 1 360 129 7 No Office Yes Actual/360 1 360 131 7 Yes Industrial Yes Actual/360 1 360 132 7 No Industrial Yes Actual/360 1 360 133 7 No Office Yes Actual/360 1 360 135 7 No Mixed Use Yes Actual/360 1 136 10 No Manufactured Housing Yes Actual/360 2 360 139 7 No Multifamily Yes Actual/360 2 360 141 7 No Hotel Yes Actual/360 1 360 142 7 No Office Yes Actual/360 1 360 143 0 No Retail Yes Actual/360 1 145 7 No Office Yes Actual/360 1 360 146 10 No Industrial Yes Actual/360 1 180 149 7 No Retail Yes Actual/360 1 360 150 7 No Industrial Yes Actual/360 1 360 153 7 No Hotel Yes Actual/360 1 300 158 10 Yes Industrial Yes Actual/360 1 360 159 7 No Multifamily Yes Actual/360 2 360 160 7 Yes Industrial Yes Actual/360 1 324 162 7 No Retail Yes Actual/360 1 360 164 7 No Retail Yes Actual/360 1 360 167 7 Yes Retail Yes Actual/360 1 300 168 10 No Industrial Yes Actual/360 1 180 171 7 No Industrial Yes Actual/360 1 360 172 7 No Retail Yes Actual/360 1 360 175 10 No Mixed Use Yes Actual/360 1 300 176 7 No Retail Yes Actual/360 1 360 177 8 No Retail Yes Actual/360 1 178 7 No Office Yes Actual/360 1 180 7 No Retail Yes Actual/360 1 360 182 7 No Multifamily Yes Actual/360 2 360 184 7 No Retail Yes Actual/360 1 360 185 7 Yes Mixed Use Yes Actual/360 1 360 186 7 No Retail Yes Actual/360 1 360 190 7 No Self-Storage No Actual/360 1 360 191 7 No Multifamily Yes Actual/360 2 360 192 7 Yes Office Yes Actual/360 1 240 193 7 No Multifamily Yes Actual/360 2 196 7 No Retail Yes Actual/360 1 360 198 7 No Self-Storage No Actual/360 1 360 200 7 No Multifamily Yes Actual/360 2 360 201 7 No Retail Yes Actual/360 1 360 206 7 No Mixed Use Yes Actual/360 1 360 207 7 No Mixed Use No Actual/360 1 360 208 7 Yes Retail Yes Actual/360 1 360 209 8 No Retail Yes Actual/360 1 212 7 No Industrial Yes Actual/360 1 360 214 7 No Manufactured Housing Yes Actual/360 1 360 215 7 No Retail Yes Actual/360 1 360 217 7 No Retail No Actual/360 1 360 218 8 Yes Retail Yes Actual/360 1 220 8 Yes Retail Yes Actual/360 1 222 7 No Manufactured Housing Yes Actual/360 1 360 223 7 No Manufactured Housing Yes Actual/360 1 360
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) 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 and Sale Agreement, dated as of the date hereof between Servicer and Seller) and such assignment validly and effectively transfers and conveys all legal and beneficial ownership of the Mortgage Loans to the Purchaser free and clear of any pledge, lien, encumbrance or security interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain Servicing Rights Purchase and Sale Agreement, dated as of the date hereof between 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 Subordinate Companion Loan with respect to the AB Mortgage Loans, to the Seller's knowledge, no person other than the related Mortgagor and the mortgagee own any interest in any payments due under the related leases. The related Mortgage or such assignment of leases and rents provision provides for the appointment of a receiver for rents or allows the holder of the related Mortgage to enter into possession of the related Mortgaged Property to collect rent or provides for rents to be paid directly to the holder of the related Mortgage in the event of a default beyond applicable notice and grace periods, if any, under the related Mortgage Loan documents. As of the origination date, there 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). As of the Closing Date, to the Seller's knowledge, there are no mechanics' or other similar liens or claims which have been filed for work, labor or materials affecting the related Mortgaged Property which are or may be prior or equal to the lien of the Mortgage, except those that are bonded or escrowed for or which are insured against pursuant to the applicable Title Insurance Policy (as defined below). No Mortgaged Property secures any mortgage loan not represented on the Mortgage Loan Schedule; no Mortgage Loan is cross-collateralized or cross-defaulted with any other mortgage loan other than one or more Mortgage Loans as shown on the Mortgage Loan Schedule; no Mortgage Loan is secured by property which secures another mortgage loan other than one or more Mortgage Loans as shown on the Mortgage Loan Schedule. Notwithstanding the foregoing, no representation is made as to the perfection of any security interest in rent, operating revenues or other personal property to the extent that possession or control of such items or actions other than the filing of UCC Financing Statements are required in order to effect such perfection. (7) The related Mortgagor under each Mortgage Loan has good and indefeasible fee simple or, with respect to those Mortgage Loans described in 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, a title policy commitment or pro-forma "marked up" at the closing of the related Mortgage Loan and countersigned by the Title Insurer or its authorized agent) as adopted in the applicable jurisdiction (the "Title Insurance Policy"), which was issued by a nationally recognized title insurance company (the "Title Insurer") qualified to do business in the jurisdiction where the applicable Mortgaged Property is located, 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 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 acts generally including fraud or material misrepresentation by the related Mortgagor and/or its principals. Additionally, the Mortgage Loan documents for each Mortgage Loan provide that the related Mortgagor and at least one individual or entity shall be liable to the Seller for any losses incurred by the Seller, its successors and assigns, generally due to (i) the misapplication or misappropriation of rents, insurance proceeds or condemnation awards, (ii) any act of actual waste, and (iii) any breach of the environmental covenants contained in the related Mortgage Loan documents. (b) The Mortgage Loan documents for each Mortgage Loan contain enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure, and there is no exemption available to the related Mortgagor which would interfere with such right of foreclosure except any statutory right of redemption or as may be limited by anti-deficiency or one form of action laws or by bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). (c) Each of the related Mortgage Notes and Mortgages are the legal, valid and binding obligations of the related Mortgagor named on the Mortgage Loan Schedule and each of the other related Mortgage Loan documents is the legal, valid and binding obligation of the parties thereto (subject to any non-recourse provisions therein), enforceable in accordance with its terms, except as such enforcement may be limited by anti-deficiency or one form of action laws or bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and except that certain provisions of such Mortgage Loan documents are or may be unenforceable in whole or in part under applicable state or federal laws, but the inclusion of such provisions does not render any of the Mortgage Loan documents invalid as a whole, and such Mortgage Loan documents taken as a whole are enforceable to the extent necessary and customary for the practical realization of the principal rights and benefits afforded thereby. (d) The terms of the Mortgage Loans or the related Mortgage Loan documents, have not been altered, impaired, modified or waived in any material respect, except prior to the Cut-off Date by written instrument duly submitted for recordation, to the extent required, and as specifically set forth in the related Mortgage File. (e) With respect to each Mortgage which is a deed of trust, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with applicable law, and no fees or expenses are or will become payable to the trustee under the deed of trust, except in connection with a trustee's sale after default by the Mortgagor other than de minimis fees paid in connection with the release of the related Mortgaged Property or related security for such Mortgage Loan following payment of such Mortgage Loan in full. (11) No Mortgage Loan has been satisfied, canceled, subordinated, released or rescinded, in whole or in part, and the related Mortgagor has not been released, in whole or in part, from its obligations under any related Mortgage Loan document. (12) Except with respect to the enforceability of any provisions requiring the payment of default interest, late fees, additional interest, prepayment premiums or yield maintenance charges, neither the Mortgage Loan nor any of the related Mortgage Loan documents is subject to any right of rescission, set-off, abatement, diminution, valid counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of any such Mortgage Loan documents, or the exercise (in compliance with procedures permitted under applicable law) of any right thereunder, render any Mortgage Loan documents subject to any right of rescission, set-off, abatement, diminution, valid counterclaim or defense, including the defense of usury (subject to anti-deficiency or one form of action laws and to bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditor's rights generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law)), and no such right of rescission, set-off, abatement, diminution, valid counterclaim or defense has been asserted with respect thereto. None of the Mortgage Loan documents provides for a release of a portion of the Mortgaged Property from the lien of the Mortgage except upon payment or defeasance in full of all obligations under the Mortgage, provided that, notwithstanding the foregoing, certain of the Mortgage Loans may allow partial release (a) upon payment or defeasance of an allocated loan amount which may be formula based, but in no event less than 125% of the allocated loan amount, or (b) in the event the portion of the Mortgaged Property being released shall not have been given any material value in connection with the underwriting or appraisal of the related Mortgage Loan. (13) As of the Closing Date, there is no payment default, giving effect to any applicable notice and/or grace period, and, to the Seller's knowledge, as of the Closing Date, there is no other material default under any of the related Mortgage Loan documents, giving effect to any applicable notice and/or grace period; no such material default or breach has been waived by the Seller or on its behalf or, to the Seller's knowledge, by the Seller's predecessors in interest with respect to the Mortgage Loans; and, to the Seller's actual knowledge, no event has occurred which, with the passing of time or giving of notice would constitute a material default or breach; provided, however, that the representations and warranties set forth in this sentence do not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of any subject matter otherwise covered by any other representation or warranty made by the Seller in this Exhibit B. No Mortgage Loan has been accelerated and no foreclosure or power of sale proceeding has been initiated in respect of the related Mortgage. The Seller has not waived any material claims against the related Mortgagor under any non-recourse exceptions contained in the Mortgage Note. (14) (a) The principal amount of the Mortgage Loan stated on the Mortgage Loan Schedule has been fully disbursed as of the Closing Date specified therein (except for certain amounts that were fully disbursed by the mortgagee, but escrowed pursuant to the terms of the related Mortgage Loan documents) and there are no future advances required to be made by the mortgagee under any of the related Mortgage Loan documents. Any requirements under the related Mortgage Loan documents regarding the completion of any on-site or off-site improvements and to disbursements of any escrow funds therefor have been or are being complied with or such escrow funds are still being held. The value of the Mortgaged Property relative to the value reflected in the most recent appraisal thereof is not impaired by any improvements which have not been completed. The Seller has not, nor, to the Seller's knowledge, have any of its agents or predecessors in interest with respect to the Mortgage Loans, in respect of such Mortgage Loan, 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, except for ARD Loans, negative amortization 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 collected after the Anticipated Repayment Date shall be applied towards the prepayment of such ARD Loan and once the principal balance of an ARD Loan has been reduced to zero all Excess Cash Flow will be applied to the payment of accrued Excess Interest; and (iii) if the property manager for the related Mortgaged Property can be removed by or at the direction of the mortgagee on the basis of a debt service coverage test, the subject debt service coverage ratio shall be calculated without taking account of any increase in the related Mortgage Interest Rate on such Mortgage Loan's Anticipated Repayment Date. No ARD Loan provides that the property manager for the related Mortgaged Property can be removed by or at the direction of the mortgagee solely because of the passage of the related Anticipated Repayment Date. (d) Each Mortgage Loan identified in the Mortgage Loan Schedule as an ARD Loan with a hard lockbox requires that tenants at the related Mortgaged Property shall (and each Mortgage Loan identified in the Mortgage Loan Schedule as an ARD Loan with a springing lockbox requires that tenants at the related Mortgaged Property shall, upon the occurrence of a specified trigger event, including, but not limited to, the occurrence of the related Anticipated Repayment Date) make rent payments into a lockbox controlled by the holder of the Mortgage Loan and to which the holder of the Mortgage Loan has a first perfected security interest; provided however, with respect to each ARD Loan which is secured by a multi-family property with a hard lockbox, or with respect to each ARD Loan which is secured by a multi-family property with a springing lockbox, upon the occurrence of a specified trigger event, including, but not limited to, the occurrence of the related Anticipated Repayment Date, tenants either pay rents to a lockbox controlled by the holder of the Mortgage Loan or deposit rents with the property manager who will then deposit the rents into a lockbox controlled by the holder of the Mortgage Loan. (15) The terms of the Mortgage Loan documents evidencing such Mortgage Loan comply in all material respects with all applicable local, state and federal laws, and regulations and the Seller has complied with all material requirements pertaining to the origination, funding and servicing of the Mortgage Loans, including but not limited to, usury and any and all other material requirements of any federal, state or local law to the extent non-compliance would have a material adverse effect on the Mortgage Loan. (16) To the Seller's knowledge and subject to clause (37) hereof, as of the date of origination of the Mortgage Loan, based on inquiry customary in the industry, and to the Seller's actual knowledge and subject to clause (37) hereof, as of the Closing Date, the related Mortgaged Property is, in all material respects, in compliance with, and is used and occupied in accordance with, all restrictive covenants of record applicable to such Mortgaged Property and applicable zoning laws and all inspections, licenses, permits and certificates of occupancy required by law, ordinance or regulation to be made or issued with regard to the Mortgaged Property have been obtained and are in full force and effect, except to the extent (a) any material non-compliance with all restrictive covenants of record applicable to such Mortgage Property or applicable zoning laws is insured by an ALTA lender's title insurance policy (or binding commitment therefor), or the equivalent as adopted in the applicable jurisdiction, or a law and ordinance insurance policy, or (b) the failure to obtain or maintain such inspections, licenses, permits or certificates of occupancy does not materially impair or materially and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination of the Mortgage Loan or the rights of a holder of the related Mortgage Loan. (17) All (a) taxes, water charges, sewer rents, assessments or other similar outstanding governmental charges and governmental assessments which became due and owing prior to the Closing Date in respect of the related Mortgaged Property (excluding any related personal property), and if left unpaid, would be, or might become, a lien on such Mortgaged Property having priority over the related Mortgage and (b) insurance premiums or ground rents which became due and owing prior to the Closing Date in respect of the related Mortgaged Property (excluding any related personal property) have been paid, or if disputed, or if such amounts are not delinquent prior to the Closing Date, an escrow of funds in an amount sufficient (together with escrow payments required to be made prior to delinquency) to cover such taxes and assessments and any late charges due in connection therewith has been established. As of the date of origination, the related Mortgaged Property was one or more separate and complete tax parcels. For purposes of this representation and warranty, the items identified herein shall not be considered due and owing until the date on which interest or penalties would be first payable thereon. (18) To the Seller's knowledge based on surveys or the Title Insurance Policy, none of the improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property at the time of the origination of such Mortgage Loan lies outside the boundaries and building restriction lines of such Mortgaged Property, except to the extent they are legally nonconforming as contemplated by representation (37) below, and no improvements on adjoining properties encroach upon such Mortgaged Property, except in each case 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 knowledge, such Mortgaged Property has not been damaged by fire, wind or other casualty or physical condition (including, without limitation, any soil erosion or subsidence or geological condition), which damage has not been fully repaired or fully insured, or for which escrows in an amount consistent with the standard utilized by the Seller with respect to loans it holds for its own account have not been established. (b) As of the origination date of such Mortgage Loan and to the Seller's actual knowledge, as of the Closing Date, there are no proceedings pending or, to the Seller's actual knowledge, threatened, for the partial or total condemnation of the relevant Mortgaged Property. (20) The Mortgage Loans that are identified on Exhibit A as being secured in whole or in part by a leasehold estate (a "Ground Lease") (except with respect to any Mortgage Loan also secured by the related fee interest in the Mortgaged Property), satisfy the following conditions: (a) such Ground Lease or a memorandum thereof has been or will be duly recorded; such Ground Lease, or other agreement received by the originator of the Mortgage Loan from the ground lessor, provides that the interest of the lessee thereunder may be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns, in a manner that would materially and adversely affect the security provided by the Mortgage; as of the date of origination of the Mortgage Loan, there was no material change of record in the terms of such Ground Lease with the exception of written instruments which are part of the related Mortgage File and Seller has no knowledge of any material change in the terms of such Ground Lease since the recordation of the related Mortgage, with the exception of written instruments which are part of the related Mortgage File; (b) such Ground Lease is not subject to any liens or encumbrances superior to, or of equal priority with, the related Mortgage, other than the related fee interest and Permitted Encumbrances and such Ground Lease is, and shall remain, prior to any mortgage or other lien upon the related fee interest (other than the Permitted Encumbrances) unless a nondisturbance agreement is obtained from the holder of any such mortgage or lien on the fee interest, which nondisturbance agreement is assignable to or for the benefit of the related lessee and the related mortgagee; (c) such Ground Lease or another agreement received by the originator of the Mortgage Loan from the ground lessor provides that upon foreclosure of the related Mortgage or assignment of the Mortgagor's interest in such Ground Lease in lieu thereof, the mortgagee under such Mortgage is entitled to become the owner of such interest upon notice to, but without the consent of, the lessor thereunder and, in the event that such mortgagee (or any of its successors and assigns under the Mortgage) becomes the owner of such interest, such interest is further assignable by such mortgagee (or any of its successors and assigns under the Mortgage) upon notice to such lessor, but without a need to obtain the consent of such lessor; (d) such Ground Lease is in full force and effect and no default of tenant or ground lessor was in existence at origination, or to the Seller's knowledge, is currently in existence under such Ground Lease, nor at origination was, or to the Seller's knowledge, is there any condition which, but for the passage of time or the giving of notice, would result in a default under the terms of such Ground Lease; either such Ground Lease or a separate agreement contains the ground lessor's covenant that it shall not amend, modify, cancel or terminate such Ground Lease without the prior written consent of the mortgagee under such Mortgage and any amendment, modification, cancellation or termination of the Ground Lease without the prior written consent of the related mortgagee, or its successors or assigns is not binding on such mortgagee, or its successor or assigns; (e) such Ground Lease or other agreement requires the lessor thereunder to give written notice of any material default by the lessee to the mortgagee under the related Mortgage, provided that such mortgagee has provided the lessor with notice of its lien in accordance with the provisions of such Ground Lease; and such Ground Lease or other agreement provides that no such notice of default and no termination of the Ground Lease in connection with such notice of default shall be effective against such mortgagee unless such notice of default has been given to such mortgagee and any related Ground Lease or other agreement contains the ground lessor's covenant that it will give to the related mortgagee, or its successors or assigns, any notices it sends to the Mortgagor; (f) either (i) the related ground lessor has subordinated its interest in the related Mortgaged Property to the interest of the holder of the Mortgage Loan or (ii) such Ground Lease or other agreement provides that (A) the mortgagee under the related Mortgage is permitted a reasonable opportunity to cure any default under such Ground Lease which is curable, including reasonable time to gain possession of the interest of the lessee under the Ground Lease, after the receipt of notice of any such default before the lessor thereunder may terminate such Ground Lease; (B) in the case of any such default which is not curable by such mortgagee, or in the event of the bankruptcy or insolvency of the lessee under such Ground Lease, such mortgagee has the right, following termination of the existing Ground Lease or rejection thereof by a bankruptcy trustee or similar party, to enter into a new ground lease with the lessor on substantially the same terms as the existing Ground Lease; and (C) all rights of the Mortgagor under such Ground Lease (insofar as it relates to the Ground Lease) may be exercised by or on behalf of such mortgagee under the related Mortgage upon foreclosure or assignment in lieu of foreclosure; (g) such Ground Lease has an original term (or an original term plus one or more optional renewal terms that under all circumstances may be exercised, and will be enforceable, by the mortgagee or its assignee) which extends not less than 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) An Environmental Site Assessment performed in connection with the origination of the related Mortgage Loan was obtained and reviewed by the Seller and a copy is included in the Servicing File. (b) Such Environmental Site Assessment does not identify, and the Seller has no actual knowledge of, any adverse circumstances or conditions with respect to or affecting the Mortgaged Property that would constitute or result in a material violation of any Environmental Laws, other than with respect to a Mortgaged Property (i) for which environmental insurance (as set forth on Schedule II hereto) is maintained, or (ii) which would require (x) any expenditure less than or equal to 5% of the outstanding principal balance of the Mortgage Loan to achieve or maintain compliance in all material respects with any Environmental Laws or (y) 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 , in connection with this clause (y), 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 include 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 I 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 an environmental insurance policy obtained in lieu of an Environmental Site Assessment ("In Lieu of Policy") is identified on Schedule I and has an outstanding principal balance not greater than $3,000,000, and each In Lieu of Policy is in an amount equal to 125% of the outstanding principal balance of the related Mortgage Loan and has a term ending no sooner than the date which is five years after the maturity date (or, in the case of an ARD Loan, the final maturity date) of the related Mortgage Loan, is non-cancelable by the insurer during such term and the premium for such policy has been paid in full. All environmental assessments or updates that were in the possession of the Seller and that relate to a Mortgaged Property identified on Schedule I as being insured by an In Lieu of Policy have been delivered to or disclosed to the In Lieu of Policy carrier issuing such policy prior to the issuance of such policy. (22) As of the date of origination of the related Mortgage Loan, and, as of the Closing Date, the Mortgaged Property is covered by insurance policies providing the coverage described below and the Mortgage Loan documents permit the mortgagee to require the coverage described below. All premiums with respect to the Insurance Policies insuring each Mortgaged Property have been paid in a timely manner or escrowed to the extent required by the Mortgage Loan documents, and the Seller has not received any notice of cancellation or termination. The relevant Servicing File contains the Insurance Policy required for such Mortgage Loan or a certificate of insurance for such Insurance Policy. Each Mortgage requires that the related Mortgaged Property and all improvements thereon are covered by Insurance Policies providing (a) coverage in the amount of the lesser of full replacement cost of such Mortgaged Property and the outstanding principal balance of the related Mortgage Loan (subject to customary deductibles) for fire and extended perils included within the classification "All Risk of Physical Loss" in an amount sufficient to prevent the Mortgagor from being deemed a co-insurer and to provide coverage on a full replacement cost basis of such Mortgaged Property (in some cases exclusive of foundations and footings) with an agreed amount endorsement to avoid application of any coinsurance provision; such policies contain a standard mortgage clause naming mortgagee and its successor in interest as additional insureds or loss payee, as applicable; (b) business interruption or rental loss insurance in an amount at least equal to (i) 12 months of operations or (ii) in some cases all rents and other amounts customarily insured under this type of insurance of the Mortgaged Property; (c) flood insurance (if any portion of the improvements on the Mortgaged Property is located in an area identified by the Federal Emergency Management Agency ("FEMA"), with respect to certain Mortgage Loans and the Secretary of Housing and Urban Development with respect to other Mortgage Loans, as having special flood hazards) in an amount not to exceed amounts prescribed by FEMA; (d) workers' compensation, if required by law; (e) comprehensive general liability insurance in an amount consistent with the standard utilized by the Seller with respect to loans it holds for its own account, but not less than $1 million; all such Insurance Policies contain clauses providing they are not terminable and may not be terminated without thirty (30) days prior written notice to the mortgagee (except where applicable law requires a shorter period or except for nonpayment of premiums, in which case not less than ten (10) days prior written notice to the mortgagee is required). In addition, each Mortgage permits the related mortgagee to make premium payments to prevent the cancellation thereof and shall entitle such mortgagee to reimbursement therefor. Any insurance proceeds in respect of a casualty loss or taking will be applied either to the repair or restoration of all or part of the related Mortgaged Property or the payment of the outstanding principal balance of the related Mortgage Loan together with any accrued interest thereon. The related Mortgaged Property is insured by an Insurance Policy, issued by an insurer meeting the requirements of such Mortgage Loan and having a claims-paying or financial strength rating of at least A-:VIII from A.M. Best Company or "A-" (or the equivalent) from Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., Fitch, Inc. or Moody's Investor Services, Inc. An architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in connection with the origination of the related Mortgage Loan in order to evaluate the structural and seismic condition of such property, for the sole purpose of assessing the probable maximum loss ("PML") for the Mortgaged Property in the event of an earthquake. In such 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-:VIII by A.M. Best Company or "A-" (or the equivalent) from Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., Fitch, Inc. or Moody's Investor Services, 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) Each Mortgage Loan complied at origination, in all material respects, with all of the terms, conditions and requirements of the Seller's, or if the Seller is not the originator, then, to the knowledge of the Seller, the originator's, underwriting standards applicable to such Mortgage Loan and since origination, the Mortgage Loan has been serviced in all material respects in a legal manner in conformance with the Seller's servicing standards. (26) The originator of the Mortgage Loan or the Seller has inspected or caused to be inspected each related Mortgaged Property within the 12 months prior to the Closing Date. (27) The Mortgage Loan documents require the Mortgagor to provide the holder of the Mortgage Loan with at least annual operating statements, financial statements and except for Mortgage Loans for which the related Mortgaged Property is leased to a single tenant, rent rolls. (28) All escrow deposits and payments required by the terms of each Mortgage Loan are in the possession, or under the control of the Seller (except to the extent they have been disbursed for their intended purposes), and all amounts required to be deposited by the applicable Mortgagor under the related Mortgage Loan documents have been deposited, and there are no deficiencies with regard thereto (subject to any applicable notice and cure period). All of the Seller's interest in such escrows and deposits will be conveyed by the Seller to the Purchaser hereunder. (29) No two or more Mortgage Loans representing more than 5% of the aggregate outstanding principal amount of all the mortgage loans included in the Trust Fund has the same Mortgagor or, to the Seller's knowledge, are to Mortgagors which are entities controlled by one another or under common control. (30) Each Mortgagor with respect to a Mortgage Loan with a principal balance as of the Cut-off Date in excess of $15,000,000 included in the Trust Fund is an entity whose organizational documents or related Mortgage Loan documents provide that it is, and at least so long as the Mortgage Loan is outstanding will continue to be, a Single Purpose Entity. For this purpose, "Single Purpose Entity" shall mean a Person, other than an individual, whose organizational documents 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 on 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)). Any prepayment premium and yield maintenance charges applicable to the Mortgage Loan constitute "customary prepayment penalties" within the meaning of Treasury Regulations Section 1.860G-1(b)(2). (32) Each of the Mortgage Loans contain a "due on sale" clause, which provides for the acceleration of the payment of the unpaid principal balance of the Mortgage Loan if, without the prior written consent of the holder of the Mortgage Loan, the property subject to the Mortgage, or any controlling interest therein, is directly or indirectly transferred or sold (except that it may provide for transfers by devise, descent or operation of law upon the death of a member, manager, general partner or shareholder of a Mortgagor and that it may provide for assignments subject to the Mortgage Loan holder's approval of transferee, transfers to affiliates, transfers to family members for estate planning purposes, transfers among existing members, partners or shareholders in Mortgagors or transfers of passive interests so long as the key principals or general partner retains control). The Mortgage Loan documents contain a "due on encumbrance" clause, which provides for the acceleration of the payment of the unpaid principal balance of the Mortgage Loan if the property subject to the Mortgage or any controlling interest in the Mortgagor is further pledged or encumbered, unless the prior written consent of the holder of the Mortgage Loan is obtained (except that it may provide for assignments subject to the Mortgage Loan holder's approval of transferee, transfers to affiliates or transfers of passive interests so long as the key principals or general partner retains control). 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) 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 either (a) the prior written consent of, and compliance with the conditions set by, the holder of the Mortgage Loan to any defeasance, or (b)(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 paragraph (35) hereof). In addition, if the related Mortgage Loan permits defeasance, then the Mortgage Loan documents provide that the related Mortgagor shall (x) pay all reasonable fees associated with the defeasance of the Mortgage Loan and all other reasonable expenses associated with the defeasance, or (y) provide all opinions required under the related Mortgage Loan documents, and in the case of loans with an outstanding principal balance as of the Cut-off Date of $40,000,000 or greater, (i) a REMIC opinion and (ii) rating agency letters confirming that no downgrade or qualification shall occur as a result of the defeasance. (35) In the event that a Mortgage Loan is secured by more than one Mortgaged Property, then, in connection with a release of less than all of such Mortgaged Properties, a Mortgaged Property may not be released as collateral for the related Mortgage Loan unless, in connection with such release, an amount equal to not less than 125% of the Allocated Loan Amount for such Mortgaged Property is prepaid or, in the case of a defeasance, an amount equal to 125% of the Allocated Loan Amount is defeased through the deposit of replacement collateral (as contemplated in 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 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) The related Mortgage or other Mortgage Loan documents provide a grace period for delinquent Monthly Payments no longer than ten (10) days from the applicable payment date. (41) The following statements are true with respect to the related Mortgaged Property: (a) the Mortgaged Property is located on or adjacent to a dedicated road or has access to an irrevocable easement permitting ingress and egress and (b) the Mortgaged Property is served by public or private utilities, water and sewer (or septic facilities) and otherwise appropriate for the use in which the Mortgaged Property is currently being utilized. (42) None of the Mortgage Loan documents contain any provision that expressly excuses the related borrower from obtaining and maintaining insurance coverage for acts of terrorism (provided that such insurance coverage is generally available at commercially reasonable rates and, in circumstances where such insurance is not expressly required, that any request on the part of the mortgagee that the related borrower maintain such insurance is reasonable). Each Mortgaged Property is insured by an "all-risk" casualty insurance policy that does not contain an express exclusion for (or, alternatively, is covered by a separate policy that insures against property damage resulting from ) acts of terrorism. (43) An appraisal of the related Mortgaged Property was conducted in connection with the origination of such Mortgage Loan, and such appraisal satisfied the guidelines in Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, in either case 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 Servicer and discretionary (lender approved) capital expenditures. The term "Excess Interest" shall mean any accrued and deferred interest on an ARD Loan in accordance with the following terms. Commencing on the respective Anticipated Repayment Date each ARD Loan (pursuant to its existing terms or a unilateral option, as defined in Treasury Regulations under Section 1001 of the Code, in the Mortgage Loans exercisable during the term of the Mortgage Loan) generally will bear interest at a fixed rate (the "Revised Rate") per annum equal to the Mortgage Interest Rate plus a percentage specified in the related Mortgage Loan documents. Until the principal balance of each such Mortgage Loan has been reduced to zero (pursuant to its existing terms or a unilateral option, as defined in Treasury Regulations under Section 1001 of the Code, in the Mortgage Loans exercisable during the term of the Mortgage Loan), such Mortgage Loan will only be required to pay interest at the Mortgage Interest Rate and the interest accrued at the excess of the related Revised Rate over the related Mortgage Interest Rate will be deferred (such accrued and deferred interest and interest thereon, if any, is "Excess Interest"). The term "in reliance on" shall mean that: (a) the Seller has examined and relied in whole or in part upon one or more of the specified documents or other information in connection with a given representation or warranty; (b) that the information contained in such document or otherwise obtained by the Seller appears on its face to be consistent in all material respects with the substance of such representation or warranty; (c) the Seller's reliance on such document or other information is consistent with the standard of care exercised by prudent lending institutions originating commercial mortgage loans; and (d) although the Seller is under no obligation to verify independently the information contained in any document specified as being relied upon by it, the Seller believes the information contained therein to be true, accurate and complete in all material respects and has no actual knowledge of any facts or circumstances which would render reliance thereon unjustified without further inquiry. The term "Mortgage Interest Rate" shall mean the fixed rate of interest per annum that each Mortgage Loan bears as of the Cut-off Date. The term "Permitted Encumbrances" shall mean: (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet delinquent or accruing interest or penalties; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record acceptable to mortgage lending institutions generally and referred to in the related mortgagee's title insurance policy; (c) other matters to which like properties are commonly subject, and (d) the rights of tenants, as tenants only, whether under ground leases or space leases at the Mortgaged Property. which together do not materially and adversely affect the related Mortgagor's ability to timely make payments on the related Mortgage Loan, which do not materially interfere with the benefits of the security intended to be provided by the related Mortgage or the use, for the use currently being made, the operation as currently being operated, enjoyment, value or marketability of such Mortgaged Property, provided, however, that, for the avoidance of doubt, Permitted Encumbrances shall exclude all pari passu, second, junior and subordinated mortgages but shall not exclude mortgages that secure Mortgage Loans that are cross-collateralized with other Mortgage Loans. Other. For purposes of these representations and warranties, the term "to the Seller's knowledge" shall mean that no officer, employee or agent of the Seller responsible for the underwriting, origination or sale of the Mortgage Loans or any servicer that has serviced the Mortgage Loan on behalf of the Seller, believes that a given representation or warranty is not true or inaccurate based upon the Seller's reasonable inquiry and during the course of such inquiry, no such officer, employee or agent of the Seller has obtained any actual knowledge of any facts or circumstances that would cause such person to believe that such representation or warranty was inaccurate. Furthermore, all information contained in documents which are part of or required to be part of a Mortgage File shall be deemed to be within the Seller's knowledge. For purposes of these representations and warranties, the term "to the Seller's actual knowledge" shall mean that a director, officer, employee or agent of the Seller responsible for the underwriting, origination and sale of the Mortgage Loans does not actually know of any facts or circumstances that would cause such person to believe that such representation or warranty was inaccurate. SCHEDULE I MORTGAGE LOANS FOR WHICH A LENDER'S ENVIRONMENTAL POLICY WAS OBTAINED IN LIEU OF AN ENVIRONMENTAL SITE ASSESSMENT None. SCHEDULE II MORTGAGED PROPERTY FOR WHICH ENVIRONMENTAL INSURANCE 1. Centro Heritage Portfolio IV (all properties) 2. Kimco PNP- Oceanside Town & Country 3. Kimco PNP- Panther Lake 4. Kimco PNP- Sunset Esplanade 5. Kimco PNP- Green Valley Town and Country 6. Kimco PNP- Bixby Hacienda Plaza 7. Kimco PNP- Canyon Ridge Plaza 8. Kimco PNP- Granary Square 9. Kimco PNP- Century Center 10. Kimco PNP- North County Plaza 11. Kimco PNP - Creekside Center 12. Kimco PNP - Dublin Retail Center 13. Kimco PNP - Country Gables Shopping Center 14. Kimco PNP - Tacoma Central 15. Kimco PNP - Fairmont Shopping Center 16. Americold Portfolio (all properties) EXHIBIT C JPMCC 2007 - CIBC18 Exceptions to Representations Representation #(4) Loan Number Loan Name Description of Exception - -------------------------------------------------------------------------------- 1 131 South Dearborn The Mortgaged Property secures the Mortgage Loan and another note, which is pari passu with the Mortgage Note which evidences the Mortgage Loan, but such other note is not included in the trust fund. 115 Brett's The Mortgaged Property secures the Building-Mankato Mortgage Loan and a second mortgage Place held by the City of Mankato, Minnesota subject to a subordination and standstill agreement in favor of the mortgagee. 10 Americold Portfolio The Mortgaged Property secures the Mortgage Loan (consisting of a Fixed Rate A-2-A Note), a Fixed Rate A-1-A Note, a Fixed Rate A-1-B Note, a Fixed Rate A-2-B Note and a Fixed Rate A-2-C Note (each of which is pari passu with the Mortgage Loan and is not included in the trust fund). Representation #(5) Loan Number Loan Name Description of Exception - -------------------------------------------------------------------------------- 192 Tunkhannock The Mortgagor is comprised of Geisinger Building individuals, as tenants by the entirety, and not an entity. Representation #(6) Loan Number Loan Name Description of Exception - -------------------------------------------------------------------------------- 1 131 South Dearborn The Mortgaged Property secures the Mortgage Loan and another note, which is pari passu with the Mortgage Note which evidences the Mortgage Loan, but such other note is not included in the trust fund. 115 Brett's The Mortgaged Property secures the Building-Mankato Mortgage Loan and a second mortgage Place held by the City of Mankato, Minnesota subject to a subordination and standstill agreement in favor of the mortgagee. 44 Timonium Fairgrounds The Mortgaged Loan is structured as Shopping Center 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. 10 Americold Portfolio The Mortgaged Property secures the Mortgage Loan (consisting of a Fixed Rate A-2-A Note), a Fixed Rate A-1-A Note, a Fixed Rate A-1-B Note, a Fixed Rate A-2-B Note and a Fixed Rate A-2-C Note (each of which is pari passu with the Mortgage Loan and is not included in the trust fund). 12 Quantum One UPMC Health System, the sole tenant at the Mortgaged Property, has multiple rights to purchase such property during the term of the Mortgage Loan. Representation #(7) Loan Number Loan Name Description of Exception - -------------------------------------------------------------------------------- 44 Timonium Fairgrounds Because the Mortgage Loan is Shopping Center 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. 12 Quantum One UPMC Health System, the sole tenant at the Mortgaged Property, has multiple rights to purchase such property during the term of the Mortgage Loan. Representation #(10(a)) Loan Number Loan Name Description of Exception - -------------------------------------------------------------------------------- 115 Brett's The environmental indemnity Building-Mankato contains a 5 year sunset provision. Place 132 Airport Highway Park There is no individual or entity other than the Mortgagor who is liable for the non-recourse carveouts. 41 UnaSource Health LLC The Mortgage Loan is guaranteed by multiple guarantors. Each guarantor shall be severally liable only for a portion of the guaranteed obligations equal to their respective pro-rata ownership percentage as set forth in the Mortgage Loan documents. The total coverage is equal to 100%. 186 Florence Marketplace In order to comply with Kentucky law, which imposes certain limits on guarantor liability, the liability in the guaranty related to the Mortgage Loan has been capped at $8,600,000 (2 times the original loan amount), subject to adjustment for interest and reasonable attorneys' fees. 190 Self Storage In order to comply with Kentucky Lexington law, which imposes certain limits on guarantor liability, the liability in the guaranty related to the Mortgage Loan has been capped at $12,600,000 (3 times the original loan amount), subject to adjustment for interest and reasonable attorneys' fees. 217 The Devonshire Shops There is no individual or entity other than the Mortgagor who is liable for the non-recourse carveouts. 24 Moreno Valley Plaza There is no individual or entity other than the Mortgagor who is liable for the non-recourse carveouts. 49; 23; 40; Kimco PNP - Green 105; 143; Valley Town and 32; 58; 34; Country; Kimco PNP - 68; 102; Sunset Esplanade; 53; 36; 79; Kimco PNP - Country 30 Gables Shopping Center; Kimco PNP - Panther Lake; Kimco PNP - Oceanside Town & Country; Kimco PNP - North County Plaza; Kimco PNP - Tacoma Central; Kimco PNP - Granary Square; Kimco PNP - Fairmont Shopping Center; Kimco PNP - Creekside Center; Kimco PNP - Dublin Retail Center; Kimco PNP - Century Center; Kimco PNP - There is no individual or entity Canyon Ridge Plaza; other than the Mortgagor who is Kimco PNP - Bixby liable for the non-recourse Hacienda Plaza carveouts. 56 Lenox There is no individual or entity other than the Mortgagor who is liable for the non-recourse carveouts. The environmental indemnity contains a 5 year sunset provision. 51 City Centre There is no individual or entity other than the Mortgagor who is liable for the non-recourse carveouts. 43 55 Waugh Office There is no individual or entity Building other than the Mortgagor who is liable for the non-recourse carveouts. 69 Schmier/Louisville In order to comply with Kentucky United law, which imposes certain limits on guarantor liability, the liability in the guaranty related to the Mortgage Loan has been capped at $44,100,000 (3 times the original loan amount), subject to adjustment for interest and reasonable attorneys' fees. 191 Winchester Woods The environmental indemnity Apartments contains a 3 year sunset provision. 112 Spring Knoll The environmental indemnity Shopping Center contains a 5 year sunset provision. 103 Valley View Pointe There is no individual or entity other than the Mortgagor who is liable for the non-recourse carveouts. The environmental indemnity contains a 3 year sunset provision. 19 Conroe Marketplace There is no individual or entity Shopping Center other than the Mortgagor who is liable for the non-recourse carveouts. 192 Tunkhannock There is no individual or entity Geisinger Building other than the Mortgagor who is liable for the non-recourse carveouts. 3 Quantico Portfolio There is no individual or entity other than the Mortgagor who is liable for the non-recourse carveouts. 2 Centro Heritage There is no individual or entity Portfolio IV other than the Mortgagor who is liable for the non-recourse carveouts. Representation #(10(c)) Loan Number Loan Name Description of Exception - -------------------------------------------------------------------------------- 44 Timonium Fairground The Mortgage Loan is structured as Shopping Center an IDOT, and while the related Mortgagor was the maker of the Mortgage Note, the Mortgage was given by the indemnity guarantor. Representation #(10(d)) Loan Number Loan Name Description of Exception - -------------------------------------------------------------------------------- 182 Buttonwood Gardens The terms of the respective Mortgage Loan documents were modified after March 1, 2007 to correct the legal description of the Mortgaged Property and to grant an easement benefiting the Mortgaged Property. 47 745 64th Street The terms of the respective Mortgage Loan documents were modified after March 1, 2007 to allow certain restrictive covenants to be recorded affecting the Mortgaged Property. 22 City Walk - 227 The terms of the respective Mortgage Loan documents were modified after March 1, 2007 to confirm the subordination of the Mortgage Loan to the lease with the U.S. Postal Service. Representation #(10(e)) Loan Number Loan Name Description of Exception - -------------------------------------------------------------------------------- 8 Presidential Tower The trustee is entitled to customary fees for duties performed pursuant to the Mortgage Loan documents. Representation #(12) Loan Number Loan Name Description of Exception - -------------------------------------------------------------------------------- 10 Americold Portfolio Each Americold Portfolio property may be released from the lien of the Mortgage upon defeasance of an amount equal to between 105% and 115% of the allocated loan amount as provided in the related Mortgage Loan documents. 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 Quantico Portfolio Each Quantico Portfolio property may be released from the lien of the Mortgage upon defeasance of an amount equal to between 100% and 110% of the allocated loan amount as provided in the related Mortgage Loan documents. 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. 14 Cabot Industrial Each Cabot Industrial Portfolio Portfolio property may be released from the lien of the Mortgage upon defeasance of an amount equal to 115% of the allocated loan amount as provided in the related Mortgage Loan documents. 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. 2 Centro Heritage Each Centro Heritage Portfolio IV Portfolio IV property may be released from the lien of the Mortgage upon defeasance of an amount equal to 110% of the allocated loan amount as provided in the related Mortgage Loan documents. The Mortgagor may obtain a release of an individual Mortgaged Property by substituting its interest in other Mortgaged Properties as collateral during the term of the Mortgage Loan, subject to certain conditions as set forth in the related Mortgage Loan documents. Representation #(14(a)) Loan Number Loan Name Description of Exception - -------------------------------------------------------------------------------- 19 Conroe Marketplace The value of the Mortgaged Property Shopping Center is based upon the appraiser's $63,030,000 "as stabilized" value (as compared with a $62,500,000 "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 $1,194,228 relating to the lease-up of the Mortgaged Property. Representation #(16) Loan Number Loan Name Description of Exception - -------------------------------------------------------------------------------- 142 PRD Development Although the Mortgaged Property is legally non-conforming, law and ordinance coverage is not in place. In lieu of law and ordinance coverage, the Mortgage Loan is recourse to the extent of the cost required to cause the Mortgaged Property to comply with applicable building and zoning codes. 215; 111; Westwood Square; 97; 109; Plaza 303 Shopping 14; 2 Center; Middletown Village Mall; Riviera Building; Cabot Industrial The respective Mortgaged Properties Portfolio; Centro are legally nonconforming due to Heritage Portfolio IV deficient parking. Representation #(17) Loan Number Loan Name Description of Exception - -------------------------------------------------------------------------------- 139 North Pointe As of the date of origination, the Apartments related Mortgaged Property was part of a larger tax parcel. Pursuant to an undelivered items letter, the Mortgagor has agreed to obtain a separate tax identification number for the Mortgaged Property within 90 days of origination. Representation #(19(a)) Loan Number Loan Name Description of Exception - -------------------------------------------------------------------------------- 45; 121; Leray Heights The mortgagee waived escrows for 200; 116; Apartments; immediate repairs in an amount of 159; 214; Sedgewick Pines; less than $5,000 recommended by the 46; 176; Thornhill Terrace property condition report. 142; 36; Apartments; Warwick 104; 124; Place; Northwood 171; 172; Grove Apartments; 93; 103; Cortland MHC; Campus 94; 3 View Apartments; Central Heights Shopping Center; PRD Development; Kimco - PNP Century Center; 186 Lincoln Street; 100 Interstate 45 North; Mountain Ridge Business Park; Concorde Center; Somerset Plaza Shopping Center; Valley View Pointe; 6400 Laurel Canyon Blvd; Quantico Portfolio 49 Kimco - PNP Green The mortgagee waived escrows for Valley Town and immediate repairs in the amount of Country $171,000 recommended by the property condition report. 143 Kimco - PNP The mortgagee waived escrows for Oceanside Town & immediate repairs in the amount of Country $294,200 recommended by the property condition report. 32 Kimco - PNP North The mortgagee waived escrows for County Plaza immediate repairs in the amount of $5,000 recommended by the property condition report. 113 Champion Self Storage The mortgagee waived escrows for immediate repairs in the amount of $9,600 recommended by the property condition report. 191 Winchester Woods The mortgagee waived escrows for Apartments immediate repairs in the amount of $5,000 recommended by the property condition report. 14 Cabot Industrial The mortgagee waived escrows for Portfolio immediate repairs in the amount of $796,000 recommended by the property condition report. 2 Centro Heritage The mortgagee waived escrows for Portfolio IV immediate repairs in the amount of $343,600 recommended by the property condition report. 65 Cypresswoods Commons The mortgagee waived escrows for immediate repairs in the amount of $70,000 recommended by the property condition report. Representation #(21(b)) Loan Number Loan Name Description of Exception - -------------------------------------------------------------------------------- 149 Sealy Uptown Retail The Environmental Site Assessment Center recommended the implementation of an asbestos O&M Plan, but it was not required by the mortgagee at closing. 215 Westwood Square The Environmental Site Assessment recommended the implementation of an asbestos O&M Plan, but it was not required by the mortgagee at closing. 49; 23; 40; Kimco PNP - Green There were various environmental 105; 143; Valley Town and concerns cited on the respective 32; 58; 34; Country; Kimco PNP - Environmental Site Assessments. At 68; 102; Sunset Esplanade; closing, the mortgagee accepted 53; 36; 79; Kimco PNP - Country environmental insurance for all the 30 Gables Shopping Mortgaged Properties with Center; Kimco PNP - exclusions ranging from $50,000 to Panther Lake; Kimco $250,000. PNP - Oceanside Town & Country; Kimco PNP - North County Plaza; Kimco PNP - Tacoma Central; Kimco PNP - Granary Square; Kimco PNP - Fairmont Shopping Center; Kimco PNP - Creekside Center; Kimco PNP - Dublin Retail Center; Kimco PNP - Century Center; Kimco PNP - Canyon Ridge Plaza; Kimco PNP - Bixby Hacienda Plaza 172 Concorde Center The Environmental Site Assessment recommended the implementation of an asbestos O&M Plan, but it was not required by the mortgagee at closing. 15 Leadership Square The Environmental Site Assessment recommended the implementation of an asbestos O&M Plan, but it was not required by the mortgagee at closing. 47 745 64th Street The Environmental Site Assessment recommended the implementation of an asbestos O&M Plan, but it was not required by the mortgagee at closing. 10 Americold Portfolio The Environmental Site Assessment for nine of the Americold Portfolio properties (Boston, Clearfield, Connell, Fort Smith, Turlock, Walla Walla, Wichita and Woodburn) recommended the implementation of an asbestos O&M Plan, but it was not required by the mortgagee at closing. 14 Cabot Industrial The Environmental Site Assessment Portfolio for nine of the Cabot Industrial Portfolio properties (1670 Frontenac Road, 451 Kingston Court, Citizens and Southlake Parkway, Dallas and Houston Properties, East Devon Avenue, East Wilson Bridge Road, Northpark Commerce Center, Old Lamar Avenue and West Republic Drive) recommended the implementation of an asbestos O&M Plan, but it was not required by the mortgagee at closing. Notwithstanding the lack of an O&M Plan, prior to the commencement of any construction, repairs or alterations to any of the Cabot Industrial Portfolio properties which will disturb any asbestos containing materials at such properties, the Mortgage Loan documents require the Mortgagor to enter into a contract with a licensed industrial hygienist to develop a fully documented O&M Plan. Representation #(21(d)) Loan Number Loan Name Description of Exception - -------------------------------------------------------------------------------- 115 Brett's Building - The environmental indemnity Mankato Place contains a 5 year sunset provision. 44 Timonium Fairgrounds This loan is secured by an IDOT. Shopping Center The indemnity guarantor and not the Mortgagor, is required to comply with environmental laws and regulations. 191 Winchester Woods The environmental indemnity Apartments contains a 3 year sunset provision. 112 Spring Knoll The environmental indemnity Shopping Center contains a 5 year sunset provision. 103 Valley View Pointe The environmental indemnity contains a 3 year sunset provision. 56 Lenox The environmental indemnity contains a 5 year sunset provision. Representation #(22) Loan Number Loan Name Description of Exception - -------------------------------------------------------------------------------- 1 131 South Dearborn The Mortgagor is permitted to insure through Affiliated FM Insurance Co. so long as Affiliated FM Insurance Co. maintains a rating of "BBB" by S&P or "A-:XIV" by A.M. Best, and none of the Rating Agencies, mezzanine lenders or investors in connection with a securitization request removal of Affiliated FM Insurance Co. The Mortgagor also is permitted to use a syndicate of insurance providers so long as (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 remaining carriers have a financial strength rating from S&P of at least "BBB". 176 Central Heights The Mortgage Loan documents provide Shopping Center for the Mortgagor to maintain all-risk insurance with a deductible that does not exceed $25,000; provided however, that subject to the satisfaction of certain conditions, the Mortgagor may maintain insurance with a deductible that does not exceed $50,000. The guarantor is responsible for deductibles in excess of $10,000. 17 Fifth Third Center Mortgagor may maintain all-risk insurance with a deductible that does not exceed $100,000. 142 PRD Development So long as an event of default has not occurred or is continuing, Mortgagor may maintain all-risk insurance with a deductible that does not exceed $50,000. The guarantor is responsible for all deductibles that the Mortgagor fails to pay. 139 North Pointe So long as an event of default has Apartments not occurred or is continuing, Mortgagor may maintain all-risk insurance with a deductible that does not exceed $50,000. The guarantor is responsible for all deductibles that the Mortgagor fails to pay. 208 Triangle Retail CVS, the sole tenant at the Mortgaged Property under a triple net lease, is permitted to, and does, self insure. 149 Sealy Uptown Retail Mortgagor may maintain Center comprehensive commercial general liability insurance with a deductible that does not exceed $5,000. 49; 23; 40; Kimco PNP - Green On the origination date, the 105; 143; Valley Town and mortgagee accepted comprehensive 32; 58; 34; Country; Kimco PNP - commercial general liability 68; 102; Sunset Esplanade; insurance that provides for a 53; 36; 79; Kimco PNP - Country deductible of $25,000. 30 Gables Shopping Center; Kimco PNP - The Mortgage Loan documents provide Panther Lake; Kimco for an earthquake deductible of 5% PNP - Oceanside Town of the insured value of the & Country; Kimco PNP Mortgaged Property, but not less - North County than $250,000. Plaza; Kimco PNP - Tacoma Central; The Mortgagor is permitted to use a Kimco PNP - Granary syndicate of insurance providers so Square; Kimco PNP - long as (i) at least seventy-five Fairmont Shopping percent (75%) of the coverage (if Center; Kimco PNP - there are four (4) or fewer members Creekside Center; of the syndicate) or at least sixty Kimco PNP - Dublin percent (60%) of the coverage (if Retail Center; Kimco there are five (5) or more members PNP - Century of the syndicate) have a claims Center; Kimco PNP - paying ability rating of "A" by S&P Canyon Ridge Plaza; and (ii) the balance of the Kimco PNP - Bixby coverage is provided by carriers Hacienda Plaza having a claims paying ability of at least "BBB" by S&P. 56 Lenox Mortgagor may maintain all-risk insurance with a deductible that does not exceed $50,000 so long as the Mortgagor or its affiliates control the Mortgaged Property. Mortgagor may maintain comprehensive commercial general liability insurance with a $5,000 deductible; provided however, that such deductible may be increased to not more than $100,000 so long as the Mortgagor or its affiliates control the Mortgaged Property. 51 City Centre Mortgagor may maintain all-risk insurance with a deductible that does not exceed $100,000. 113 Champion Self Storage Mortgagor may maintain comprehensive commercial general liability insurance with a deductible that does not exceed $5,000. The Mortgage Loan documents provide for a windstorm deductible of 5% of the insured value of the Mortgaged Property. 73 Sypris Mortgagor may maintain all-risk insurance with a deductible that does not exceed $100,000. 83 Plaza Rios Shopping Subject to the satisfaction of Center certain conditions, the mortgagee shall accept policies of insurance or plans of self-insurance provided by the tenants doing business as Tom Thumb and McDonalds in satisfaction of the Mortgagor's obligation to provide all-risk insurance with respect to the portion of the Mortgaged Property demised under such tenants' leases, notwithstanding that the insurance policies provided by such tenants may not meet the requirements set forth in the Mortgage Loan documents. 111 Plaza 303 Shopping Mortgagor may maintain all-risk Center insurance with a deductible that does not exceed $50,000, so long as it is consistent with the custom and practice in the reatil industry in the Dallas-Fort Worth Metroplex. However, the guarantor is responsible for deductibles in excess of $10,000. 8 Presidential Tower The Mortgagor is required to carry Insurance Policies having a claims paying ability rating of "A" or better (and 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 the Mortgagor uses a syndicate of insurance providers (i) the first layer of coverage under such insurance will be provided by carriers with a minumum financial strength rating by S&P of "A" or better; (ii) sixty percent (60%) (seventy-five percent (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 miniumum financial strength rating by S&P of "A" or better; and (iii) the balance of the coverage is provided by carriers having a claims paying ability of at least "BBB" by S&P. 191 Winchester Woods Mortgagor may maintain Apartments comprehensive commercial general liability insurance with a deductible that does not exceed $5,000. 184 Mariner Plaza Mortgagor may maintain comprehensive commercial general liability insurance with a deductible that does not exceed $25,000 so long as the Mortgagor or its affiliates control the Mortgaged Property. 15 Leadership Square Mortgagor may maintain all-risk insurance with a deductible that does not exceed $50,000. 19 Conroe Marketplace Mortgagor may maintain all-risk Shopping Center insurance with a deductible that does not exceed $50,000. 65 Cypresswoods Commons Three tenants at the Mortgaged Property are permitted, and do, self insure. One of these tenants has comprehensive commercial general liability insurance with a $50,000 deductible. However, the guarantor is responsible for the tenant's deductible if the tenant fails to pay it. 10 Americold Portfolio Mortgagor may maintain all-risk insurance with a deductible that does not exceed $250,000. For so long as five (5) or more insurance carriers are providing the Insurance Policies, at least sixty percent (60%) of such coverage shall be provided by insurance companies having a claims paying ability rating of "A " or better by S&P with the remaining forty percent (40%) of such coverage being provided by insurance companies having a claims paying ability rating of "BBB " or better by S&P; provided, however, with respect to the first One Hundred Million and No/100 Dollars ($100,000,000.00) of coverage under such Insurance Policies, not more than twenty percent (20%) of such coverage shall be provided by insurance companies with a claims paying ability rating lower than "A " by S&P (but in no event lower than "BBB" by S&P). In the event that four (4) or fewer insurance carriers are providing the Insurance Policies, at least seventy-five (75%) of such coverage shall be provided by insurance companies having a claims paying ability rating of "A " or better by S&P, with the remaining twenty-five percent (25%) of such coverage being provided by insurance companies having a claims paying ability rating of "BBB-" or better by S&P. 61 Carmel Mission Inn Mortgagor may maintain comprehensive commercial general liability insurance with a deductible that does not exceed $5,000. 3 Quantico Portfolio Mortgagor may maintain all-risk insurance with a deductible that does not exceed $100,000. 66 Safrin Portfolio With respect to one of the Safrin Portfolio properties, the Mortgagor may maintain all-risk insurance with a deductible that does not exceed $50,000. 22 City Walk - 227 Kroger, the largest tenant at the Mortgaged Property under a triple net lease, is permitted to self insure. Kroger's current carrier has a claims paying ability rating of "BBB-" by S&P. 14 Cabot Industrial Mortgagor may maintain all-risk Portfolio insurance with a deductible that does not exceed $50,000. The Mortgagor is required to carry Insurance Policies having a claims paying ability rating of "A" or better (and the equivalent thereof); provided however, that if the Mortgagor uses a syndicate of insurance providers (i) the first layer of coverage under such insurance will be provided by carriers with a minumum financial strength rating by S&P of "A" or better; (ii) sixty percent (60%) (seventy-five percent (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 miniumum financial strength rating by S&P of "A" or better; and (iii) the balance of the coverage is provided by carriers having a claims paying ability of at least "BBB" by S&P. All Loans Although the Mortgage Loan Documents require comprehensive general liability insurance consistent with this representation and warranty, as of the date hereof, the mortgagee has not received evidence of the endorsement necessary to include it as an additional insured. At closing, the mortgagee accepted evidence of comprehensive commercial general liability insurance and its inclusion as an additional insured on standard Accord form 25 or other similar forms. Representation #(24) Loan Number Loan Name Description of Exception - -------------------------------------------------------------------------------- 89 Kiowa Village Retail The Mortgagor is the plaintiff in a Center pending lawsuit against a tenant, Coffee Rush, pursuant to which the plaintiff is seeking damages based on the defendant's failure to pay rent timely in accordance with the terms and conditions of the lease. Representation #(27) Loan Number Loan Name Description of Exception - -------------------------------------------------------------------------------- 73 Sypris The Mortgagor is only required to provide quarterly and year to date operating statements instead of an annual statement of financial affairs. 44 Timonium Fairgrounds This loan is secured by an IDOT. Shopping Center The indemnity guarantor and not the Mortgagor, is required to provide financial information to the mortgagee. 8 Presidential Tower The Mortgagor is required to provide the mortgagee with the guarantor's annual financial statement (instead of the Mortgagor's) and the Mortgagor's separate statements of income and expense and balance sheets. Representation #(29) Loan Number Loan Name Description of Exception - -------------------------------------------------------------------------------- 49; 23; 40; Kimco PNP - Green The original principal balances of 105; 143; Valley Town and the Kimco PNP - Green Valley Town 32; 58; 34; Country; Kimco PNP - and Country Mortgage Loan, Kimco 68; 102; Sunset Esplanade; PNP - Sunset Esplanade Mortgage 53; 36; 79; Kimco PNP - Country Loan, Kimco PNP - Country Gables 30; 19 Gables Shopping Shopping Center Mortgage Loan, Center; Kimco PNP - Kimco PNP - Panther Lake Mortgage Panther Lake; Kimco Loan, Kimco PNP - Oceanside Town & PNP - Oceanside Town Country Mortgage Loan, Kimco PNP - & Country; Kimco PNP North County Plaza Mortgage Loan, - North County Kimco PNP - Tacoma Central Mortgage Plaza; Kimco PNP - Loan, Kimco PNP - Granary Square Tacoma Central; Mortgage Loan, Kimco PNP - Fairmont Kimco PNP - Granary Shopping Center Mortgage Loan, Square; Kimco PNP - Kimco PNP - Creekside Center, Kimco Fairmont Shopping PNP - Dublin Retail Center, Kimco Center; Kimco PNP - PNP - Century Center, Kimco PNP - Creekside Center; Canyon Ridge Plaza, Kimco PNP - Kimco PNP - Dublin Bixby Hacienda Plaza Mortgage Loan Retail Center; Kimco and the Conroe Marketplace Shopping PNP - Century Center Mortgage Loan, which loans Center; Kimco PNP - are to Mortgagors under common Canyon Ridge Plaza; sponsorship, represent more than 5% Kimco PNP - Bixby of the aggregate outstanding Hacienda Plaza; principal. Conroe Marketplace Shopping Center Representation #(30) Loan Number Loan Name Description of Exception - -------------------------------------------------------------------------------- 41 UnaSource Health LLC Although the Mortgagor is otherwise a special purpose entity, it is permitted to own membership units in an affiliate and guarantee certain indebtedness of that affiliate. Representation #(32) Loan Number Loan Name Description of Exception - -------------------------------------------------------------------------------- 1 131 South Dearborn 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 and indirect owners of 100% of the Mortgagor have pledged their ownership interests in the Mortgagors to secure two mezzanine loans held by Rubicon Investments America, LLC and Petra Fund REIT Corp respectively. If such entities default on the mezzanine loans, the interests in such direct and indirect owners will be transferred to such mezzanine lenders. 78 208-212 West 30th St. 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. 214 Cortland MHC 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. 222 Countryside MHC 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. 46 Campus View Subject to the satisfaction of Apartments 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. 176 Central Heights Subject to the satisfaction of Shopping Center 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. 41 UnaSource Health LLC Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. 17 Fifth Third Center Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. 48 Doubletree Hotel 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. 223 Oak Forest 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. 208 Triangle Retail 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 additional debt pursuant to the security instrument. 136 Old Oaks 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. 89 Kiowa Village Retail Subject to the satisfaction of Center 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. 49; 23; 40; Kimco PNP - Green 105; 143; Valley Town and 32; 58; 34; Country; Kimco PNP - 68; 102; Sunset Esplanade; 53; 36; 79; Kimco PNP - Country 30 Gables Shopping Center; Kimco PNP - Panther Lake; Kimco PNP - Oceanside Town & Country; Kimco PNP - North County Plaza; Kimco PNP - Tacoma Central; Kimco PNP - Granary Square; Kimco PNP - Fairmont Shopping Center; Kimco PNP - Creekside Center; Kimco PNP - Dublin Retail Center; Kimco PNP - Century Subject to the satisfaction of Center; Kimco PNP - certain conditions, transfers to Canyon Ridge Plaza; affiliates and other entities or Kimco PNP - Bixby individuals are permitted pursuant Hacienda Plaza to the Mortgage Loan documents. 135 Mason Woods Village 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. 56 Lenox Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. 158 Nautilus The principal of the Mortgagor is permitted to transfer a portion of its ownership interest in the Mortgagor so long as after any and all such transfers each of them maintains at least a 1% ownership interest in the Mortgagor. 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. 185 1801 Van Ness Ave. 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. 51 City Centre 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. 73 Sypris Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. 111 Plaza 303 Shopping Subject to the satisfaction of Center certain criteria, the Mortgage Loan documents allow members of the Mortgagor the right to pledge their interests in the Mortgagor to secure a mezzanine loan pursuant to the security instrument. 64 University Village Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. 44 Timonium Fairgrounds Subject to the satisfaction of Shopping Center certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. 8 Presidential Tower Subject to the satisfaction of certain criteria, the Mortgage Loan documents allow members of the Mortgagor the right to pledge their interests in the Mortgagor to secure a mezzanine loan pursuant to the security instrument. 112 Spring Knoll Subject to the satisfaction of Shopping Center certain criteria, the Mortgage Loan documents allow members of the Mortgagor the right to pledge their interests in the Mortgagor to secure a mezzanine loan pursuant to the security instrument. 19 Conroe Marketplace Subject to the satisfaction of Shopping Center certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. 129 1155 35th Lane Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. 178 9221 Corbin Avenue 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. 10 Americold Portfolio Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. 22 City Walk-227 The direct and indirect owners of 100% of the Mortgagor have pledged their ownership interests in the Mortgagor to secure a mezzanine loan held by RAIT Partnership L.P. If such entity defaults on the mezzanine loan, the interests in such direct owner will be transferred to such mezzanine lender. 50 River Pointe Subject to the satisfaction of Apartments 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. 61 Carmel Mission Inn 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. 94 6400 Laurel Canyon Subject to the satisfaction of Blvd 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. 109 Riviera Building 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 Quantico 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. 66 Safrin Portfolio Subject to the satisfaction of certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. At closing, the direct and indirect owners of 100% of the Mortgagor pledged their ownership interests in the Mortgagor to secure a mezzanine loan held by RAIT Partnership L.P. If such entity defaults on the mezzanine loan, the interests in such direct owner will be transferred to such mezzanine lender. 220 Davids Bridal-Radio Subject to the satisfaction of Shack Topeka certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. 218 Office Depot Benton, Subject to the satisfaction of Arkansas certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. 14 Cabot Industrial Subject to the satisfaction of Portfolio 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. 2 Centro Heritage Subject to the satisfaction of Portfolio IV certain conditions, transfers to affiliates and other entities or individuals are permitted pursuant to the Mortgage Loan documents. So long as the Mortgagor has not incurred additional debt secured by the Mortgaged Property and subject to the satisfaction of certain criteria, the Mortgage Loan documents allow members of the Mortgagor the right to pledge their interests in the Mortgagor to secure a mezzanine loan pursuant to the security instrument. So long as the members of the Mortgagor have not pledged their interest in the Mortgagor to secure a mezzanine loan and subject to the satisfaction of certain criteria, the Mortgagor has a one time right to incur additional debt secured by the Mortgaged Property. Representation #(33) Loan Number Loan Name Description of Exception - -------------------------------------------------------------------------------- 1 131 South Dearborn The Mortgaged Property secures the Mortgage Loan and another note, which is pari passu with the Mortgage Note which evidences the Mortgage Loan, but such other note is not included in the trust fund. 115 Brett's Building - The Mortgaged Property secures the Mankato Place Mortgage Loan and a second mortgage held by the City of Mankato, Minnesota subject to a subordination and standstill agreement in favor of the mortgagee. 10 Americold Portfolio The Mortgaged Property secures the Mortgage Loan (consisting of a Fixed Rate A-2-A Note), a Fixed Rate A-1-A Note, a Fixed Rate A-1-B Note, a Fixed Rate A-2-B Note and a Fixed Rate A-2-C Note (each of which is pari passu with the Mortgage Loan and is not included in the trust fund). Representation #(35) Loan Number Loan Name Description of Exception - -------------------------------------------------------------------------------- 10 Americold Portfolio Each Americold Portfolio property may be released from the lien of the Mortgage upon defeasance of an amount equal to between 105% and 115% of the allocated loan amount as provided in the related Mortgage Loan documents. 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 Quantico Portfolio Each Quantico Portfolio property may be released from the lien of the Mortgage upon defeasance of an amount equal to between 100% and 110% of the allocated loan amount as provided in the related Mortgage Loan documents. 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. 14 Cabot Industrial Each Cabot Industrial Portfolio Portfolio property may be released from the lien of the Mortgage upon defeasance of an amount equal to 115% of the allocated loan amount as provided in the related Mortgage Loan documents. 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. 2 Centro Heritage Each Centro Heritage Portfolio IV Portfolio IV property may be released from the lien of the Mortgage upon defeasance of an amount equal to 110% of the allocated loan amount as provided in the related Mortgage Loan documents. The Mortgagor may obtain a release of an individual Mortgaged Property by substituting its interest in other Mortgaged Properties as collateral during the term of the Mortgage Loan, subject to certain conditions as set forth in the related Mortgage Loan documents. Representation #(36) Loan Number Loan Name Description of Exception - -------------------------------------------------------------------------------- 44 Timonium Fairgrounds Because the Mortgage Loan is Shopping Center structured for tax purposes as an IDOT, the indemnity guarantor of the IDOT owns the related Mortgaged Property instead of the related Mortgagor. Representation #(37) Loan Number Loan Name Description of Exception - -------------------------------------------------------------------------------- 162; 176; Grand Blanc; Central The respective Mortgaged Properties 215; 167; Heights Shopping are legally nonconforming due to 34; 40; 53; Center; Westwood deficient parking. 185; 33; Square; Rite Aid; 111; 103; Kimco PNP - Granary 36; 168; Square; Kimco PNP - 110; 10; Country Gables 97; 61; Shopping Center; 109; 212; Kimco PNP - Dublin 14; 2 Retail Center; 1801 Van Ness Ave.; Market Square; Plaza 303 Shopping Center; Valley View Pointe; Kimco PNP - Century Center; Concord Road Associates; Fairfield Inn & Suites RDU Airport; Americold Portfolio; Middletown Village Mall; Carmel Mission Inn; Riviera Building; Croft Station; Cabot Industrial Portfolio; Centro Heritage 142 PRD Development Although the Mortgaged Property is legally non-conforming, law and ordinance coverage is not in place. In lieu of law and ordinance coverage, the Mortgage Loan is recourse to the extent of the cost required to cause the Mortgaged Property to comply with applicable building and zoning codes. Representation #(41) Loan Number Loan Name Description of Exception - -------------------------------------------------------------------------------- 214 Cortland MHC The Mortgaged Property is serviced by private water wells. However, in addition to the standard recourse carveouts, the Mortgage Loan is recourse to the extent there are any losses due to the lack of public water service to the Mortgaged Property. 222 Countryside MHC The Mortgaged Property is serviced by private water wells. However, in addition to the standard recourse carveouts, the Mortgage Loan is recourse to the extent there are any losses due to the lack of public water service to the Mortgaged Property. 192 Tunkhannock The Mortgaged Property is not Geisinger Building connected to the public water system; however, it is serviced by an on-site well water system. Representation #(42) Loan Number Loan Name Description of Exception - -------------------------------------------------------------------------------- 176 Central Heights Terrorism insurance premiums are Shopping Center capped at $12,000 per year 17 Fifth Third Center Terrorism insurance premiums are capped at $125,000 per year, subject to annual increases based on the Consumer Price Index. 49; 23; 40; Kimco PNP - Green 105; 143; Valley Town and 32; 58; 34; Country; Kimco PNP - 68; 102; Sunset Esplanade; 53; 36; 79; Kimco PNP - Country 30 Gables Shopping Center; Kimco PNP - Panther Lake; Kimco PNP - Oceanside Town & Country; Kimco PNP - North County Plaza; Kimco PNP - Tacoma Central; Kimco PNP - Granary Square; Kimco PNP - Fairmont Shopping Center; Kimco PNP - Creekside Center; Terrorism insurance premiums are Kimco PNP - Dublin capped at an amount equal to two Retail Center; Kimco times the amount of the then PNP - Century current annual premiums for the Center; Kimco PNP - Mortgagor's all-risk, business Canyon Ridge Plaza; income, comprehensive boiler and Kimco PNP - Bixby machinery and flood insurance Hacienda Plaza policies. 135 Mason Woods Village Terrorism insurance premiums are capped at $13,000 per year. 56 Lenox Terrorism insurance premiums are capped at $45,000 per year, subject to annual increases based on the Consumer Price Index. 57 2200/2250 Park Place Terrorism premiums are capped at 150% of the amount of the premium paid by the Mortgagor in the first year terrorism coverage was obtained. 160 Masonite US Corp Terrorism insurance premiums are Industrial Facility capped at $15,000 per year, subject to annual increases based on the Consumer Price Index. 83 Plaza Rios Shopping Terrorism insurance premiums are Center capped at $10,000 per year. 111 Plaza 303 Shopping Terrorism insurance premiums are Center capped at $10,000 per year. 8 Presidential Tower Terrorism insurance premiums are capped at $175,000 per year, subject to annual increases based on the Consumer Price Index. 62 Palladium Park Terrorism insurance premiums are capped at $3,000 per year. 19 Conroe Marketplace Terrorism insurance premiums are Shopping Center capped at an amount equal to two times the amount of the then current annual premiums for the Mortgagor's all-risk, business income, comprehensive boiler and machinery and flood insurance policies. 10 Americold Portfolio Terrorism insurance premiums are capped at $250,000 per year. 12 Quantum One Terrorism insurance premiums are capped at an amount equal to two times the amount of the then current annual premiums for the Mortgagor's all-risk and rental loss income insurance policies. 11 Southside Works Terrorism insurance premiums are capped at an amount equal to two times the amount of the then current annual premiums for the Mortgagor's all-risk and rental loss income insurance policies. 3 Quantico Portfolio Terrorism insurance is only required to the extent that such insurance can be purchased for a premium per annum not in excess of $39,750, if the Terrorism Risk Insurance Act is in effect on the date of determination, or $77,250, if the Terrorism Risk Insurance Act is not in effect on the date of determination. 14 Cabot Industrial Terrorism insurance premiums are Portfolio capped at $150,000 per year. 2 Centro Heritage Terrorism insurance premiums are Portfolio IV capped at $300,000 per year. 1 131 South Dearborn Terrorism insurance premiums are capped at $700,000 per year, subject to annual increases based on the Consumer Price Index. EXHIBIT D FORM OF OFFICER'S CERTIFICATE I, [______], a duly appointed, qualified and acting [______] of JPMorgan Chase Bank, National Association, a national banking association (the "Company"), hereby certify as follows: 1. I have examined the Mortgage Loan Purchase Agreement, dated as of March 7, 2007 (the "Agreement"), between the Company and J.P. Morgan Chase Commercial Mortgage Securities Corp., and all of the representations and warranties of the Company under the Agreement are true and correct in all material respects on and as of the date hereof with the same force and effect as if made on and as of the date hereof. 2. The Company has complied with all the covenants and satisfied all the conditions on its part to be performed or satisfied under the Agreement on or prior to the date hereof and no event has occurred which, with notice or the passage of time or both, would constitute a default under the Agreement. 3. I have examined the information regarding the Mortgage Loans in each Free Writing Prospectus (as defined in the Indemnification Agreement), when read in conjunction with the other Time of Sale Information (as defined in the Indemnification Agreement), the Prospectus, dated September 22, 2006, as supplemented by the Prospectus Supplement, dated February 23, 2007 (collectively, the "Prospectus"), relating to the offering of the Class A-1, Class A-3, Class A-4, Class A-1A, Class X, Class A-M, Class A-MFL, Class A-J, Class B, Class C and Class D Certificates, the Private Placement Memorandum, dated February 23, 2007 (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 February 23, 2007 (together with the Privately Offered Certificate Private Placement Memorandum, the "Private Placement Memoranda"), relating to the offering of the Class R and Class LR Certificates, and nothing has come to my attention that would lead me to believe that any Free Writing Prospectus, including any diskette attached thereto, when read in conjunction with the other Time of Sale Information, as of the Time of Sale (as defined in the Indemnification Agreement) or as of the date hereof, the Prospectus, as of the date of the Prospectus Supplement or as of the date hereof, or the Private Placement Memoranda, as of the date of the Private Placement Memoranda or as of the date hereof, included or includes any untrue statement of a material fact relating to the Mortgage Loans or in the case of any Free Writing Prospectus, when read in conjunction with the other Time of Sale Information, omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading. Capitalized terms used herein without definition have the meanings given them in the Agreement. IN WITNESS WHEREOF, I have signed my name this 7th day of March 2007. By:_____________________________ Name: Title: