Mortgage Loan Purchase Agreement between J.P. Morgan Chase Commercial Mortgage Securities Corp. and Natixis Real Estate Capital Inc. & Natixis Commercial Mortgage Funding, LLC (July 1, 2007)

Contract Categories: Business Finance › Purchase Agreements
Summary

This agreement, dated July 1, 2007, is between J.P. Morgan Chase Commercial Mortgage Securities Corp. (the purchaser) and Natixis Real Estate Capital Inc. and Natixis Commercial Mortgage Funding, LLC (the sellers). The sellers agree to sell specified fixed-rate mortgage loans to the purchaser for $670,683,086.52. The purchaser will then transfer ownership of these loans to a trust, which will issue certificates representing interests in the loans. The agreement outlines the transfer of loan documents, payment terms, and the handling of funds received after the sale. The transaction is conducted on an arm's length, commercially reasonable basis.

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EX-10.5 8 jp9474180-ex10_5.txt MORTGAGE LOAN PURCHASE AGREEMENT EXHIBIT 10.5 ================================================================================ J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., PURCHASER NATIXIS REAL ESTATE CAPITAL INC. and NATIXIS COMMERCIAL MORTGAGE FUNDING, LLC, SELLERS MORTGAGE LOAN PURCHASE AGREEMENT Dated as of July 1, 2007 Fixed Rate Mortgage Loans Series 2007-LDP11 ================================================================================ This Mortgage Loan Purchase Agreement (this "Agreement"), dated as of July 1, 2007, is between J.P. Morgan Chase Commercial Mortgage Securities Corp., as purchaser (the "Purchaser"), and Natixis Real Estate Capital Inc. ("Natixis RE") and Natixis Commercial Mortgage Funding, LLC ("Natixis CMF"), as sellers (each, a "Seller" and collectively, "Sellers"). 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 July 1, 2007 (the "Pooling and Servicing Agreement") among the Purchaser, as depositor (the "Depositor"), Wachovia Bank, National Association, as master servicer (the "Master Servicer"), CWCapital Asset Management LLC, as special servicer (the "Special Servicer") and LaSalle Bank National Association, as trustee (the "Trustee"), pursuant to which the Purchaser will sell the Mortgage Loans (as defined herein) to a trust fund and certificates representing ownership interests in the Mortgage Loans will be issued by the trust fund. For purposes of this Agreement, the term "Natixis RE Mortgage Loans" refers to the mortgage loans listed on Exhibit A-1, the term "Natixis CMF Mortgage Loans" refers to the mortgage loans listed on Exhibit A-2, the term "Mortgage Loans" refers to the Natixis RE Mortgage Loans and the Natixis CMF Mortgage Loans, collectively, and the term "Mortgaged Properties" refers to the properties securing such Mortgage Loans. The Purchaser and the Sellers wish to prescribe the manner of sale of the Natixis RE Mortgage Loans from Natixis RE to the Purchaser and the sale of the Natixis CMF Mortgage Loans from Natixis CMF 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, each of Natixis RE and Natixis CMF does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain Servicing Rights Purchase Agreement, dated as of the Closing Date between the Master Servicer and the Sellers) all of its right, title, and interest in and to the Natixis RE Mortgage Loans, in the case of Natixis RE, and the Natixis CMF Mortgage Loans, in the case of Natixis CMF, including all interest and principal received on or with respect to such Mortgage Loans after the Cut-off Date (other than payments of principal and interest first due on such 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 each 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. Each Seller's records will accurately reflect the sale of each such Mortgage Loan to the Purchaser. The Depositor will sell the Class A-1, Class A-2, Class A-2FL, Class A-3, Class A-4, Class A-SB, Class A-1A, Class X, Class A-M, Class A-J, Class B, Class C, Class D, Class E and Class F Certificates (the "Offered Certificates") to the underwriters (the "Underwriters") specified in the underwriting agreement dated June 28, 2007 (the "Underwriting Agreement") between the Depositor and J.P. Morgan Securities Inc. ("JPMSI") for itself and as representative of the several underwriters identified therein, and the Depositor will sell the Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class T and Class NR Certificates (the "Private Certificates") to JPMSI and UBS Securities LLC, the initial purchasers (together with the Underwriters, the "Dealers") specified in the certificate purchase agreement dated June 28, 2007 (the "Certificate Purchase Agreement"), between the Depositor and JPMSI for itself and as representative of the initial purchasers identified therein. The sale and conveyance of the Mortgage Loans is being conducted on an arms length basis and upon commercially reasonable terms. As the purchase price for the Natixis RE Mortgage Loans and the Natixis CMF Mortgage Loans, the Purchaser shall pay to Natixis RE or at Natixis RE's direction in immediately available funds the sum of $670,683,086.52 (which amount is inclusive of accrued interest and exclusive of Natixis RE's and Natixis CMF's pro rata share of the costs set forth in Section 9 hereof). The purchase and sale of the Mortgage Loans shall take place on the Closing Date. SECTION 2. Books and Records; Certain Funds Received After the Cut-off Date. From and after the sale of the Mortgage Loans to the Purchaser, record title to each Mortgage and the related Mortgage Note shall be transferred to the Trustee in accordance with this Agreement. Any funds due after the Cut-off Date in connection with a Mortgage Loan received by a 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 Master Servicer. All scheduled payments of principal and interest due on or before the Cut-off Date but collected after the Cut-off Date, and recoveries of principal and interest collected on or before the Cut-off Date (only in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date and principal prepayments thereon), shall belong to, and shall be promptly remitted to, the applicable Seller. The transfer of each Mortgage Loan shall be reflected on the applicable Seller's balance sheets and other financial statements as a sale of such Mortgage Loan by the applicable Seller to the Purchaser. Each Seller intends to treat the transfer of each Mortgage Loan to the Purchaser as a sale for tax purposes. The transfer of each Mortgage Loan shall be reflected on the Purchaser's balance sheets and other financial statements as a purchase of such Mortgage Loan by the Purchaser from the applicable Seller. The Purchaser intends to treat the transfer of each Mortgage Loan from the applicable Seller as a purchase for tax purposes. SECTION 3. Delivery of Mortgage Loan Documents; Additional Costs and Expenses. (a) The Purchaser hereby directs each Seller, and each 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 applicable Mortgage Loans under Sections 2.01(b) and 2.01(c) of the Pooling and Servicing Agreement, and meeting all the requirements of such Sections 2.01(b) and 2.01(c), and such other documents, instruments and agreements as the Purchaser or the Trustee shall reasonably request. In addition, each 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 neither Seller shall be required to deliver any draft documents, or any attorney client communications which are privileged communications or constitute legal or other due diligence analyses, or internal communications of such Seller or its affiliates, or credit underwriting or other analyses or data. (b) With respect to the transfer described in Section 1 hereof, if the Mortgage Loan documents do not require the related Mortgagor to pay any costs and expenses relating to any modifications to a related letter of credit which modifications are required to effectuate such transfer (the "Transfer Modification Costs"), then the applicable Seller shall pay the Transfer Modification Costs required to transfer the letter of credit to the Trustee as described in such Section 1; provided that if the Mortgage Loan documents require the related Mortgagor to pay any Transfer Modification Costs, such Transfer Modification Costs shall be an expense of the Mortgagor unless such Mortgagor fails to pay such Transfer Modification Costs after the Master Servicer has exercised all remedies available under the Mortgage Loan documents to collect such Transfer Modification Costs from such Mortgagor, in which case the Master Servicer shall give the applicable Seller notice of such failure and the amount of such Transfer Modification costs and the applicable Seller shall pay such Transfer Modification Costs. SECTION 4. Treatment as a Security Agreement. Each Seller, concurrently with the execution and delivery hereof, has conveyed to the Purchaser, all of its right, title and interest in and to the applicable Mortgage Loans. The parties intend that such conveyance of each Seller's right, title and interest in and to the applicable 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 applicable 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 applicable 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 applicable 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 Sellers. Each 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 applicable Mortgage Loans and the Assignments of Mortgage from such Seller to the Trustee in connection with the Pooling and Servicing Agreement; provided, if the related Mortgage has been recorded in the name of Mortgage Electronic Registration Systems, Inc. ("MERS") or its designee, no assignment of Mortgage Loans, Assignment of Mortgage or other recorded document in favor of the Trustee will be required to be prepared or delivered and instead, such Seller shall take all actions as are necessary to cause the Trustee to be shown as, and shall deliver evidence of any such transfers to the Master Servicer and the Special Servicer, and the Trustee shall take all actions necessary to confirm that it is shown as, the owner of the related Mortgage on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. All recording fees relating to the initial recordation of such intermediate assignments and Assignments of Mortgage shall be paid by such 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 applicable Mortgage Loans to the Master Servicer, including effectuating the transfer of any letters of credit with respect to any applicable Mortgage Loan to the Trustee (in care of the Master Servicer) for the benefit of Certificateholders. Prior to the date that a letter of credit, if any, with respect to any applicable Mortgage Loan is transferred to the Trustee (in care of the Master Servicer), such Seller will cooperate with the reasonable requests of the Master Servicer or Special Servicer, as applicable, in connection with effectuating a draw under such letter of credit as required under the terms of the related Mortgage Loan documents; (c) if, during such period of time after the first date of the public offering of the Offered Certificates as in the opinion of counsel for the Underwriters, a prospectus relating to the Offered Certificates is required by applicable law to be delivered in connection with sales thereof by an Underwriter or a Dealer, any event shall occur as a result of which it is necessary to amend or supplement the Prospectus Supplement, including Annexes A-1, A-2, A-3 and B thereto and the Diskette included therewith, with respect to any information relating to the Mortgage Loans or such Seller, in order to make the statements therein, in the light of the circumstances when the Prospectus Supplement is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus Supplement, including Annexes A-1, A-2, A-3 and B thereto and the Diskette included therewith, with respect to any information relating to the applicable Mortgage Loans or such Seller, to comply with applicable law, such Seller (or in the case of Natixis CMF, Natixis RE on behalf of such Seller) shall do all things necessary to assist the Depositor to prepare and furnish, at the expense of such Seller (to the extent that such amendment or supplement relates to such Seller, the Mortgage Loans listed on Exhibit A-1, or Exhibit A-2, as applicable, and/or any information relating to the same, as provided by such Seller), to the Underwriters such amendments or supplements to the Prospectus Supplement as may be necessary, so that the statements in the Prospectus Supplement as so amended or supplemented, including Annexes A-1, A-2, A-3 and B thereto and the Diskette included therewith, with respect to any information relating to the applicable Mortgage Loans or such Seller, will not, in the light of the circumstances when the Prospectus is so amended or supplemented, be misleading or so that the Prospectus Supplement, including Annexes A-1, A-2, A-3 and B thereto and the Diskette included therewith, with respect to any information relating to the applicable Mortgage Loans or such Seller, will comply with applicable law. All terms used in this clause (c) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement, dated as of June 28, 2007 between the Purchaser and Natixis RE (the "Indemnification Agreement"); and (d) for so long as the Trust is subject to the reporting requirements of the Exchange Act, such Seller (or in the case of Natixis CMF, Natixis RE on behalf of such Seller) shall provide the Purchaser (or with respect to any Companion Loan related to a Serviced Whole Loan or any Serviced Securitized Companion Loan that is deposited into an Other Securitization or a Regulation AB Companion Loan Securitization, the depositor in such Other Securitization or Regulation AB Companion Loan Securitization) and the Trustee with any Additional Form 10-D Disclosure and any Additional Form 10-K Disclosure set forth next to the Purchaser's name on Schedule X and Schedule Y of the Pooling and Servicing Agreement within the time periods set forth in the Pooling and Servicing Agreement. SECTION 6. Representations and Warranties. (a) Each Seller represents and warrants to the Purchaser as of the Closing Date that: (i) (A) in the case of Natixis RE, it is a corporation, duly organized, validly existing and in good standing under the laws of the State of New York and (B) in the case of Natixis CMF, it is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware; (ii) it has the power and authority to own its property and to carry on its business as now conducted; (iii) it has the power to execute, deliver and perform this Agreement; (iv) it is legally authorized to transact business in the State of New York. Such 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 such Seller; (v) the execution, delivery and performance of this Agreement by such Seller have been duly authorized by all requisite action by such 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 such Seller and constitutes a legal, valid and binding obligation of such 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 such Seller is a party or of which any property of such Seller is the subject which, if determined adversely to such Seller, would reasonably be expected to adversely affect (A) the transfer of the applicable Mortgage Loans and the Mortgage Loan documents as contemplated herein, (B) the execution and delivery by such Seller or enforceability against such Seller of the applicable Mortgage Loans or this Agreement, or (C) the performance of such 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 such Seller in connection with the transactions contemplated hereby (including, without limitation, any financial cash flow models and underwriting file abstracts furnished by such 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 applicable Mortgage Loans and the performance by such Seller of all of its obligations under this Agreement and the consummation by such Seller of the transactions herein contemplated do not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Seller is a party or by which such Seller is bound or to which any of the property or assets of such 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 such 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 such Seller of the transactions contemplated by this Agreement, other than any consent, approval, authorization, order, license, registration or qualification that has been obtained or made; (x) it has either (A) not dealt with any Person (other than the Purchaser or the Dealers or their respective affiliates or any servicer of a related Mortgage Loan) that may be entitled to any commission or compensation in connection with the sale or purchase of the related Mortgage Loans or entering into this Agreement or (B) paid in full any such commission or compensation (except with respect to any servicer of a related Mortgage Loan, any commission or compensation that may be due and payable to such servicer if such servicer is terminated and does not continue to act as a servicer); and (xi) it is solvent and the sale of the applicable Mortgage Loans hereunder will not cause it to become insolvent; and the sale of the applicable Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of such Seller's creditors. (b) The Purchaser represents and warrants to such Seller as of the Closing Date that: (i) it is a corporation duly organized, validly existing, and in good standing in the State of Delaware; (ii) it is duly qualified as a foreign corporation in good standing in all jurisdictions in which ownership or lease of its property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Purchaser, and the Purchaser is conducting its business so as to comply in all material respects with the applicable statutes, ordinances, rules and regulations of each jurisdiction in which it is conducting business; (iii) it has the power and authority to own its property and to carry on its business as now conducted; (iv) it has the power to execute, deliver and perform this Agreement, and neither the execution and delivery by the Purchaser of this Agreement, nor the consummation by the Purchaser of the transactions herein contemplated, nor the compliance by the Purchaser with the provisions hereof, will (A) conflict with or result in a breach of, or constitute a default under, any of the provisions of the certificate of incorporation or by-laws of the Purchaser or any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or any of its properties, or any indenture, mortgage, contract or other instrument or agreement to which the Purchaser is a party or by which it is bound, or (B) result in the creation or imposition of any lien, charge or encumbrance upon any of the Purchaser's property pursuant to the terms of any such indenture, mortgage, contract or other instrument or agreement; (v) this Agreement constitutes a legal, valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (except as enforcement thereof may be limited by (a) bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally and (b) general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or law)); (vi) there are no legal or governmental proceedings pending to which the Purchaser is a party or of which any property of the Purchaser is the subject which, if determined adversely to the Purchaser, might interfere with or adversely affect the consummation of the transactions contemplated herein and in the Pooling and Servicing Agreement; to the best of the Purchaser's knowledge, no such proceedings are threatened or contemplated by any governmental authorities or threatened by others; (vii) it is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Purchaser or its properties or might have consequences that would materially and adversely affect its performance hereunder; (viii) it has not dealt with any broker, investment banker, agent or other person, other than the Sellers, the Dealers and their respective affiliates, that may be entitled to any commission or compensation in connection with the purchase and sale of the Mortgage Loans or the consummation of any of the transactions contemplated hereby; (ix) all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by the Purchaser have been obtained or made; and (x) it has not intentionally violated any provisions of the United States Banking 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) Natixis RE further makes the representations and warranties as to the Natixis RE Mortgage Loans and the Natixis CMF Mortgage Loans set forth in Exhibit B as of the Closing Date (or as of such other date if specifically provided in the particular representation or warranty), which representations and warranties are subject to the exceptions thereto set forth in Exhibit C. Neither the delivery by the Sellers of the Mortgage Files, Servicing Files, or any other documents required to be delivered under Section 2.01 of the Pooling and Servicing Agreement, nor the review thereof or any other due diligence by the Trustee, any Master Servicer, the Special Servicer, a Certificate Owner or any other Person shall relieve a 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 (it being understood that only Natixis RE shall be liable with respect to any representation or warranty set forth on Exhibit B with respect to the Mortgage Loans (including the Natixis CMF Mortgage Loans)). (d) Pursuant to this Agreement or Section 2.03(b) of the Pooling and Servicing Agreement, the Sellers and the Purchaser shall be given notice of any Breach or Defect that materially and adversely affects the value of any Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee or any Certificateholder therein. (e) Upon notice pursuant to Section 6(d) above, Natixis RE shall, not later than 90 days from the earlier of a Seller's receipt of the notice or, in the case of a Defect or Breach relating to a Mortgage Loan not being a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulation Section 1.860G-2(f)(2) that causes a defective mortgage loan to be treated as a qualified mortgage, a 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, except with respect to a Defect resulting solely from the failure by a Seller to deliver to the Trustee or Custodian the actual policy of lender's title insurance required pursuant to clause (ix) of the definition of Mortgage File by a date not later than 18 months following the Closing Date, if such Breach or Defect is capable of being cured but is not cured within the Initial Resolution Period, and Natixis RE has commenced and is diligently proceeding with the cure of such Breach or Defect within the Initial Resolution Period, Natixis RE 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, with respect to the Extended Resolution Period Natixis RE shall have delivered an officer's certificate to the Rating Agencies, the Master Servicer, the Special Servicer, the Trustee and the Directing Certificateholder setting forth the reason such Breach or Defect is not capable of being cured within the Initial Resolution Period and what actions Natixis RE is pursuing in connection with the cure thereof and stating that Natixis RE 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, Natixis RE 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 Natixis RE shall cure such Breach within the applicable cure period (as the same may be extended) by reimbursing the Trust Fund (by wire transfer of immediately available funds) the reasonable amount of any such costs and expenses incurred by the Master Servicer, the Special Servicer, the Trustee or the Trust Fund that are the basis of such Breach and have not been reimbursed by the related Mortgagor; provided, however, in the event any such costs and expenses exceed $10,000, Natixis RE 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, Natixis RE shall remit the amount of such costs and expenses and upon its making such remittance, Natixis RE 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 Natixis RE 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 Natixis RE pursuant to Section 2.03(f) of the Pooling and Servicing Agreement. Notwithstanding the foregoing, the sole remedy with respect to any breach of the representation set forth in the second to last sentence of clause (32) of Exhibit B hereto shall be payment by Natixis RE of such costs and expenses without respect to the materiality of such breach. Any of the following will cause a document in the Mortgage File to be deemed to have a Defect and to be conclusively presumed to materially and adversely affect the interests of Certificateholders in a Mortgage Loan and to be deemed to materially and adversely affect the interests of the Certificateholders in and the value of a Mortgage Loan: (a) the absence from the Mortgage File of the original signed Mortgage Note, unless the Mortgage File contains a signed lost note affidavit and indemnity with a copy of the Mortgage Note that appears to be regular on its face; (b) the absence from the Mortgage File of the original signed Mortgage that appears to be regular on its face, unless there is included in the Mortgage File a certified copy of the Mortgage and a certificate stating that the original signed Mortgage was sent for recordation; (c) the absence from the Mortgage File of the lender's title insurance policy (or if the policy has not yet been issued, an original or copy of a "marked up" written commitment or the pro-forma or specimen title insurance policy or a commitment to issue the same pursuant to written escrow instructions signed by the title insurance company) called for by clause (ix) of the definition of "Mortgage File" in the Pooling and Servicing Agreement; (d) the absence from the Mortgage File of any required letter of credit; (e) with respect to any leasehold mortgage loan, the absence from the related Mortgage File of a copy (or an original, if available) of the related Ground Lease; or (f) the absence from the Mortgage File of any intervening assignments required to create a complete chain of assignments to the Trustee on behalf of the Trust, unless there is included in the Mortgage File a certified copy of the intervening assignment and a certificate stating that the original intervening assignments were sent for recordation; provided, however, no Defect (except the Defects previously described in clauses (a) through (f)) shall be considered to materially and adversely affect the value of any Mortgage Loan, the value of the related Mortgaged Property, or the interests of the Trustee therein or the interests of any Certificateholder therein unless the document with respect to which the Defect exists is required in connection with an imminent enforcement of the Mortgagee's rights or remedies under the related Mortgage Loan, defending any claim asserted by any borrower or third party with respect to the Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the Mortgage Loan or for any immediate significant servicing obligation. Notwithstanding the foregoing, the delivery of executed escrow instructions or a commitment to issue a lender's title insurance policy, as provided in clause (ix) of the definition of "Mortgage File" in the Pooling and Servicing Agreement, in lieu of the delivery of the actual policy of lender's title insurance, shall not be considered a Defect or Breach with respect to any Mortgage File if such actual policy is delivered to the Trustee or its Custodian within 18 months after the Closing Date. If (i) any Mortgage Loan is required to be repurchased or substituted for in the manner described in the first paragraph of this Section 6(e), (ii) such Mortgage Loan is a Crossed Loan, and (iii) the applicable Defect or Breach does not constitute a Defect or Breach, as the case may be, as to any other Crossed Loan in such Crossed Group (without regard to this paragraph), then the applicable Defect or Breach, as the case may be, will be deemed to constitute a Defect or Breach, as the case may be, as to each other Crossed Loan in the Crossed Group for purposes of this paragraph, and Natixis RE will be required to repurchase or substitute for all of the remaining Crossed Loans in the related Crossed Group as provided in the first paragraph of this Section 6(e) unless such other Crossed Loans in such Crossed Group satisfy the Crossed Loan Repurchase Criteria, and the Mortgage Loan affected by the applicable Defect or Breach and the Qualified Substitute Mortgage Loan, if any, satisfy all other criteria for repurchase or substitution, as applicable, of Mortgage Loans set forth herein. In the event that the remaining Crossed Loans satisfy the aforementioned criteria, Natixis RE 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. Natixis RE shall be responsible for the cost of any Appraisal required to be obtained by the Master Servicer to determine if the Crossed Loan Repurchase Criteria have been satisfied, so long as the scope and cost of such Appraisal has been approved by Natixis RE (such approval not to be unreasonably withheld). To the extent that Natixis RE 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 Natixis RE nor the Trustee shall enforce any remedies against the other's Primary Collateral, but each is permitted to exercise remedies against the Primary Collateral securing its respective Crossed Loans, including with respect to the Trustee, the Primary Collateral securing Crossed Loans still held by the Trustee. If the exercise of remedies by one party would materially impair the ability of the other party to exercise its remedies with respect to the Primary Collateral securing the Crossed Loans held by such party, then Natixis RE and the Trustee shall forbear from exercising such remedies until the Mortgage Loan documents evidencing and securing the relevant Crossed Loans can be modified in a manner that removes the threat of material impairment as a result of the exercise of remedies or some other accommodation can be reached. Any reserve or other cash collateral or letters of credit securing the Crossed Loans shall be allocated between such Crossed Loans in accordance with the Mortgage Loan documents, or otherwise on a pro rata basis based upon their outstanding Stated Principal Balances. Notwithstanding the foregoing, if a Crossed Loan that remains in the Trust Fund is modified to terminate the related cross collateralization and/or cross default provisions, as a condition to such modification, Natixis RE 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 Natixis RE. The "Repurchase Price" with respect to any Mortgage Loan or REO Loan to be repurchased pursuant to this Agreement and Section 2.03 of the Pooling and Servicing Agreement, shall have the meaning given to the term "Purchase Price" in the Pooling and Servicing Agreement. A "Qualified Substitute Mortgage Loan" with respect to any Mortgage Loan or REO Loan to be substituted pursuant to this Agreement and Section 2.03 of the Pooling and Servicing Agreement, shall have the meaning given to such term in the Pooling and Servicing Agreement. A "Substitution Shortfall Amount" with respect to any Mortgage Loan or REO Loan to be substituted pursuant to this Agreement and Section 2.03 of the Pooling and Servicing Agreement, shall have the meaning given to such term in the Pooling and Servicing Agreement. In connection with any repurchase or substitution of one or more Mortgage Loans contemplated hereby, (i) the Purchaser shall execute and deliver, or cause the execution and delivery of, such endorsements and assignments, without recourse, as shall be necessary to vest in Natixis RE 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 Natixis RE of all portions of the Mortgage File and other documents (including the Servicing File) pertaining to such Mortgage Loan possessed by the Trustee, or on the Trustee's behalf, and (iii) the Purchaser shall release, or cause to be released, to Natixis RE 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. Natixis RE's obligation to cure any Breach or Defect or repurchase or substitute for the affected Mortgage Loan pursuant to Section 6(e) herein shall constitute the sole remedy available to the Purchaser in connection with a Breach or Defect (subject to the last sentence of the second paragraph of Section 6(e)). It is acknowledged and agreed that the representations and warranties are being made for risk allocation purposes only; provided, however, no limitation of remedy is implied with respect to Natixis RE'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 each 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 each 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 each Seller substantially in the form of Exhibit D. (b) The Purchaser shall have received the following additional closing documents with respect to each Seller: (i) (A) in the case of Natixis RE, copies of such Seller's articles of association and by-laws and (B) in the case of Natixis CMF, copies of such Seller's certificate of formation and limited liability company agreement, certified as of a recent date by the Secretary or Assistant Secretary of such Seller; (ii) an original or copy of a certificate of good standing of such Seller issued by (A) in the case of Natixis RE, the Secretary of the State of New York and (B) in the case of Natixis CMF, the Secretary of State of the State of Delaware dated not earlier than sixty days prior to the Closing Date; (iii) an opinion of counsel of such Seller, in form and substance satisfactory to the Purchaser and its counsel, substantially to the effect that: (A) (A) in the case of Natixis RE, such Seller is a corporation, duly organized, validly existing and in good standing under the laws of the State of New York and (B) in the case of Natixis CMF, such Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware; (B) such Seller has the power to conduct its business as now conducted and to incur and perform its obligations under this Agreement and, in the case of Natixis RE, the Indemnification Agreement; (C) all necessary corporate or other action has been taken by such Seller to authorize the execution, delivery and performance of this Agreement and, in the case of Natixis RE, the Indemnification Agreement by such Seller and this Agreement is a legal, valid and binding agreement of such Seller enforceable against such 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) such Seller's execution and delivery of, and such Seller's performance of its obligations under, each of this Agreement and, in the case of Natixis RE, the Indemnification Agreement do not and will not conflict with such Seller's organizational documents 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 such Seller is a party or by which such Seller is bound, or to which any of the property or assets of such 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 such 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 such Seller which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or, in the case of Natixis RE, the Indemnification Agreement or (ii) would, if decided adversely to the Sellers, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Seller to perform its obligations under this Agreement or, in the case of Natixis RE, the Indemnification Agreement; and (F) no consent, approval, authorization, order, license, registration or qualification of or with federal court or governmental agency or body is required for the consummation by such Seller of the transactions contemplated by this Agreement and, in the case of Natixis RE, the Indemnification Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and (iv) a letter from counsel of such 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 such Seller or the related 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 such Seller or the related 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) Natixis RE shall have executed and delivered concurrently herewith the Indemnification Agreement. (e) Each Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request. SECTION 8. Closing. The closing for the purchase and sale of the Mortgage Loans shall take place at the office of Cadwalader, Wickersham & Taft LLP, Charlotte, North Carolina, at 10:00 a.m., on the Closing Date or such other place and time as the parties shall agree. The parties hereto agree that time is of the essence with respect to this Agreement. SECTION 9. Expenses. The Sellers will pay their pro rata share (such Sellers' pro rata share to be determined according to the percentage that the aggregate principal balance as of the Cut-off Date of all the Mortgage Loans represents in proportion to the aggregate principal balance as of the Cut-off Date of all the mortgage loans to be included in the Trust Fund) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including (without duplication thereof), but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans and other mortgage loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented fees, costs and expenses of the Trustee and its counsel incurred in connection with the Trustee entering into the Pooling and Servicing Agreement; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Sellers with respect to numerical information in respect of the Mortgage Loans, other mortgage loans and the Certificates included in the Prospectus, the Memoranda (as defined in the Indemnification Agreement) and any related 8-K Information (as defined in the Underwriting Agreement), or items similar to the 8-K Information, including the cost of obtaining any "comfort letters" with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering the Registration Statement, Prospectus and Memoranda, and the reproduction and delivery of this Agreement and the furnishing to the Underwriters of such copies of the Registration Statement, Prospectus, Memoranda and this Agreement as the Underwriters may reasonably request; (viii) the fees of the rating agency or agencies requested to rate the Certificates and (ix) the reasonable fees and expenses of Thacher Proffitt & Wood LLP, counsel to the Underwriters, and Cadwalader, Wickersham & Taft LLP, counsel to the Depositor. SECTION 10. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement. Furthermore, the parties shall in good faith endeavor to replace any provision held to be invalid or unenforceable with a valid and enforceable provision which most closely resembles, and which has the same economic effect as, the provision held to be invalid or unenforceable. SECTION 11. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York without regard to conflicts of law principles and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. SECTION 12. No Third Party Beneficiaries. The parties do not intend the benefits of this Agreement to inure to any third party except as expressly set forth in Section 13. SECTION 13. Assignment. Each Seller hereby acknowledges that the Purchaser has, concurrently with the execution hereof, executed and delivered the Pooling and Servicing Agreement and that, in connection therewith, it has assigned its rights hereunder to the Trustee for the benefit of the Certificateholders to the extent set forth in the Pooling and Servicing Agreement and that the rights so assigned may be further assigned to, and shall inure to the benefit of, any successor trustee under the Pooling and Servicing Agreement. Each Seller hereby acknowledges its obligations (subject to the provisions hereof), including that of expense reimbursement, pursuant to Sections 2.01, 2.02 and 2.03 of the Pooling and Servicing Agreement. Except as set forth hereinabove and in Sections 2.01, 2.02 and 2.03 of the Pooling and Servicing Agreement, the representations and warranties of each Seller made hereunder and the remedies provided hereunder with respect to Breaches or Defects may not be further assigned by the Purchaser, the Trustee or any successor trustee. No owner of a Certificate issued pursuant to the Pooling and Servicing Agreement shall be deemed a successor or permitted assign because of such ownership. This Agreement shall bind and inure to the benefit of, and be enforceable by, each Seller, the Purchaser and their permitted successors and permitted assigns. The warranties and representations and the agreements made by each 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) with respect to all notices of legal proceedings and similar matters, c/o Global Securitization Services, LLC, 400 West Main Street, Suite 338, Babylon, NY 11702, Attn.: Bernard J. Angelo, Fax No. (212) 302-8767 and (ii) with respect to Natixis RE Mortgage Loans and Natixis CMF Mortgage Loans, c/o Natixis Real Estate Capital, Inc., 9 West 57th Street, 36th Floor, New York, New York 10019, Attention: Albert Zakes, fax number: (212) 891-1922 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 each Seller; provided, however, 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 a Seller whatsoever shall be effective against such Seller unless such 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 a Seller and the Purchaser shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Except as set forth in Section 6 herein, the rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which any party would otherwise have pursuant to law or equity. Except as set forth in Section 6 herein, no notice to or demand on any party in any case shall entitle such party to any other or further notice or demand in similar or other circumstances, or constitute a waiver of the right of either party to any other or further action in any circumstances without notice or demand. SECTION 18. No Partnership. Nothing herein contained shall be deemed or construed to create a partnership or joint venture between the parties hereto. Nothing herein contained shall be deemed or construed as creating an agency relationship between the Purchaser and a Seller and neither the Purchaser nor a Seller 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 each Seller have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written. J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., as Purchaser By:____________________________________ Name: Title: NATIXIS REAL ESTATE CAPITAL INC., as Seller By:____________________________________ Name: Title: By:____________________________________ Name: Title: NATIXIS COMMERCIAL MORTGAGE FUNDING, LLC, as Seller By:____________________________________ Name: Title: EXHIBIT A-1 NATIXIS RE MORTGAGE LOAN SCHEDULE JPMCC 2007-LDP11 Mortgage Loan Schedule (Combined)
Loan # Originator Mortgagor Name Property Address City State - ------ ---------- ------------------------------------------- -------------------------------------- ---------------- ----- 9 Natixis Genesee Valley Partners, LP 3341 South Linden Road Flint MI 18 Natixis SRI Eight 399 Boylston LLC 399 Boylston Street Boston MA 35 Natixis Sunflower RV Resort, LLC 16501 North El Mirage Road Surprise AZ 38 Natixis Centralia North, LLC 211 Hoss Road Centralia WA 48 Natixis Smoketown Plaza SC, LLC 13700 Smoketown Road Woodbridge VA 59 Natixis Lyndhurst Residential Communities Two, LLC 425 Valley Brook Avenue Lyndhurst NJ 60 Natixis Carport Delaware LLC 387 Mount Hope Avenue Rockaway NJ 67 Natixis Arizona & 20th, LLC 1255 20th Street Santa Monica CA 89 Natixis Stan Lucas 19000-19038 South Vermont Avenue Gardena CA 87 Natixis Expo-Ophir, LLC, Expo-CT, LLC, Expo-Bach, 1001 West Martin Luther King Boulevard Los Angeles CA LLC 98 Natixis Seasons At Vacaville Acquisitions, LLC, 2061 Peabody Road Vacaville CA Seasons at Vacaville TIC 1, LLC, Seasons at Vacaville TIC 2, LLC, Seasons at Vacaville TIC 3, LLC, Seasons at Vacaville TIC 4, LLC, Seasons at Vacaville TIC 5, LLC, Seasons at Vacaville TIC 6, LLC, Seasons at Vacaville TIC 7, LLC, Seasons at Vacaville TIC 8, LLC, Seasons at Vacaville TIC 9, LLC, Seasons at Vacaville TIC 10, LLC, Seasons at Vacaville TIC 11, LLC, Seasons at Vacaville TIC 12, LLC, Seasons at Vacaville TIC 13, LLC, Seasons at Vacaville TIC 14, LLC, Seasons at Vacaville TIC 15, LLC, Seasons at Vacaville TIC 16, LLC, Seasons at Vacaville TIC 17, LLC, Seasons at Vacaville TIC 18, LLC 100 Natixis Hunt Valley Lodging, LLC, Hunt Valley 11200 York Road Hunt Valley MD Hospitality, Inc. 101 Natixis P.I. Properties NO. 42, L.P. 16016 East Amar Road City of Industry CA 103 Natixis Adelfia Properties II, LLC 620 North Brand Boulevard Glendale CA 107 Natixis 8457 Melrose Place, LLC 8455-8459 Melrose Place Los Angeles CA 109 Natixis PC Retail, LLC 6020 North Cicero Avenue Chicago IL 111 Natixis Luria Plaza, LLC 901 14th Lane Vero Beach FL 112 Natixis 3261-3281 Sawtelle, LLC 14005 Live Oak Avenue Irwindale CA 113 Natixis 1370 Washington, LLC 1370 Washington Avenue and 1345 Drexel Miami Beach FL Kam-Ron Limited Liability Company, 8950 118 Natixis Memory Park I, L.P., Mariam, Inc. 27772 Avenue Scott Valencia CA Commonwealth Business Center-VOM, LLC, 121 Natixis Commonwealth Business Center-VOS, LLC 11001-11003 Bluegrass Parkway Louisville KY 124 Natixis Spectrum I Dorsey LLC 6740 Dorsey Road Elkridge MD 126 Natixis Rode - Southgate LLC, VOH - Southgate, 10317-10499 South East 82nd Avenue Milwaukie OR LLC, ML - Southgate, LLC 127 Natixis 215 S. Brea Blvd., LLC 215 South Brea Boulevard Brea CA Victorville-Ogdensburg, LLC, 132 Natixis BL-Ogdensburg, LLC, Milton Bienenfeld 701-723 Canton Street Ogdensburg NY 133 Natixis Nottinghill Gate Century Park, LLC 221 Stoddard Drive Reno NV 137 Natixis Sejwad-Dunger, LLC 501 Taylor Street Columbia SC 138 Natixis 2907-2921 Main Street Properties, LLC 2907-2921 Main Street Santa Monica CA 139 Natixis Centerline JA Holdings, LLC 25005 Van Dyke Center Line MI 143 Natixis Village of Tampa, LLC 1201 East Skipper Road Tampa FL 144 Natixis Sejwad II, LLC 8300 Two Notch Road Columbia SC 151 Natixis 5900 Blackwelder Associates, LLC 5900 Blackwelder Street Culver City CA 153 Natixis ASR - 6420 Richmond Atrium, LP 6420 Richmond Avenue Houston TX 157 Natixis John Ream Curtis 800 S. Retail Center, 800 South State Street Orem UT LLC, Westgate of Orem, L.C., JCA 800 South State, LLC, Sanchez Utah 1, LLC, Jewkes Brothers Investments, LLC, ABA 800 South State, LLC, Peachtree Platinum Realty, LLC 159 Natixis Echo Fidelco Partners, L.P. 1021 Route 22 East Mountainside NJ 161 Natixis Beverly At Almont, LLC 8950 Beverly Boulevard Los Angeles CA 165 Natixis 4124 Eagle Rock Blvd. Apts., L.P. 4124 Eagle Rock Boulevard Los Angeles CA 166 Natixis Park Lane Acquisitions, LLC 8481-8483 Melrose Place Los Angeles CA 170 Natixis AHI-Champaign, LLC 602 West Marketview Drive Champaign IL 171 Natixis AHI-Bloomington, LLC 2403 East Empire Street Bloomington IL 173 Natixis La Cienega No. 57, LLC Various Los Angeles CA 174 Natixis Lin Evergreen Marketplace LLC 30790-30901 Stagecoach Boulevard Evergreen CO 185 Natixis Rebuild LA-Lakewood, LLC, ML-Lakewood, 650 & 670 South Wadsworth Boulevard Lakewood CO LLC, Darien-Lakewood, LLC, Starlight Properties, LLC 192 Natixis Tropical Flamingo Plaza, LLC 4135-4175 South Buffalo Drive Las Vegas NV 194 Natixis WESTPAC Realty Fund XVIII, LLC 6330 & 6350 North State Road 7 Coconut Creek FL 204 Natixis Angelo Balbo Realty Corp. 9-11 Raymond Avenue Poughkeepsie NY 218 Natixis Eagle Atlanta LLC 600 Eagle's Landing Parkway Stockbridge GA 229 Natixis 926 Haddonfield Road LLC 926 Haddonfield Road Cherry Hill NJ 230 Natixis 3060 44th Street, LLC 3060 East 44th Street Vernon CA 234 Natixis Park Meadows 7, LLC 7824 Park Meadows Drive Lone Tree CO 237 Natixis Six Forks LHDH, LLC 5711 Six Forks Road Raleigh NC 240 Natixis Bagels, LLC 9031 West Sahara Avenue Las Vegas NV 241 Natixis Parthenia Twins Apts., LP 19236-19248 Parthenia Street Northridge CA 244 Natixis 2937-2939 Main Street Properties, LLC 2937-39 Main Street Santa Monica CA 246 Natixis Flaherty Ventures, LLC 101 Central Street Holliston MA 248 Natixis LG-432 Beaver Creek OH, LLC 2819 Centre Drive Beavercreek OH 249 Natixis Century Drive LHDH, LLC 2209 Century Drive Raleigh NC 250 Natixis Crest Partners, LLC 8351 Standonshire Way Raleigh NC 251 Natixis LG-369 Decatur AL, LLC 2315 Beltline Road Decatur AL 252 Natixis LG-328 Huntsville AL, LLC 4249 Balmoral Drive Huntsville AL 253 Natixis LG-404 Flowood MS, LLC 277 Dogwood Boulevard Flowood MS 254 Natixis Santa Monica at Ogden, LLC 7772 Santa Monica Boulevard West Hollywood CA 255 Natixis LG-435 Bowling Green KY, LLC 2920 Scottsville Road Bowling Green KY 256 Natixis Creedsouth Investors, LLC 8301 Bandford Way Raleigh NC 257 Natixis LG-340 Savannah GA, LLC 11301 Abercom Street Savannah GA 258 Natixis LG-306 Murfreesboro TN, LLC 740 North West Broad Street Murfreesboro TN 259 Natixis LG-332 W. Monroe LA, LLC 201 Constitution Drive West Monroe LA 260 Natixis LG-379 Gallatin TN, LLC 1007 Village Green Crossing Gallatin TN 261 Natixis LG-375 Canton MI, LLC 39605 Ford Road Canton MI 262 Natixis LG-409 Ft. Olgethorpe GA, LLC 2584 Battlefield Parkway Fort Oglethorpe GA 263 Natixis LG-377 Oxford AL, LLC 40 Ali Way Oxford AL 264 Natixis LG-381 Evansville IN, LLC 5645 Pearl Drive Evansville IN 265 Natixis LG-394 Austin TX, LLC 701 East Stassney Austin TX Net Mortgage Interest Interest Loan # Zip Code County Property Name Size Measure Rate (%) Rate - ------ -------- ---------------- -------------------------------------- ------- ------------ -------- --------- 9 48507 Genesee Genesee Valley Center 542588 Square Feet 5.95000 5.92966 18 02116 Suffolk 399 Boylston 228626 Square Feet 5.70500 5.69466 35 85374 Maricopa Sunflower MHP 1203 Pads 5.47500 5.45466 38 98531 Lewis Michaels Industrial 717953 Square Feet 5.56300 5.54266 48 22192 Prince William Smoketown Plaza 284174 Square Feet 5.60000 5.57966 59 07071 Bergen Lyndhurst Shopping Center 92060 Square Feet 5.89500 5.87466 60 07866 Morris Dick's Sporting Goods - Rockaway 80000 Square Feet 5.79000 5.76966 67 90404 Los Angeles Ambrose Hotel 77 Rooms 5.90000 5.87966 89 90248 Los Angeles Vermont Avenue Warehouse 154370 Square Feet 5.65000 5.62966 87 90037 Los Angeles Exposition Marketplace 51520 Square Feet 5.65800 5.63766 98 95687 Solano Paramount Parks Vacaville 89 Beds 6.45500 6.43466 100 21030 Baltimore Hampton Inn Hunt Valley 125 Rooms 5.66000 5.63966 101 91744 Los Angeles Industry Hills Center 152428 Square Feet 5.72500 5.70466 103 91203 Los Angeles Glendale Office 45388 Square Feet 6.61300 6.59266 107 90069 Los Angeles 8457 Melrose Place 4140 Square Feet 5.95000 5.92966 109 60646 Cook Whole Foods Cicero 40400 Square Feet 5.76000 5.73966 111 32960 Indian River Luria Plaza 120742 Square Feet 5.79000 5.76966 112 91706 Los Angeles Mellon Bank Office Building 56510 Square Feet 5.93500 5.91466 113 33139 Miami-Dade 1370 Washington Avenue and 1345 Drexel Avenue 37290 Square Feet 6.29000 6.26966 118 91355 Los Angeles Valencia Industrial 138348 Square Feet 5.90000 5.87966 121 40299 Jefferson Commonwealth Business Center 128226 Square Feet 5.57330 5.55296 124 21075 Howard Saval Industrial 120186 Square Feet 5.62000 5.59966 126 97222 Clackamas Southgate Shopping Center 50862 Square Feet 5.55600 5.53566 127 92821 Orange 215 South Brea Boulevard 37141 Square Feet 5.51200 5.49166 132 13669 St. Lawrence Seaway Plaza Ogdensburg 117216 Square Feet 6.15000 6.12966 133 89502 Washoe Century Park Apartments 160 Units 5.80600 5.78566 137 29201 Richland Comfort Suites Downtown 81 Rooms 5.78000 5.74966 138 90405 Los Angeles 2907-21 Main Street 16950 Square Feet 5.97500 5.95466 139 48015 Macomb Centerline Shopping Center 67696 Square Feet 5.74000 5.71966 143 33613 Hillsborough Village of Tampa 463 Pads 5.74500 5.72466 144 29223 Richland Wingate Inn Columbia 83 Rooms 5.77000 5.75966 151 90232 Los Angeles Burke Williams Headquarters 29925 Square Feet 6.35000 6.32966 153 77057 Harris 6420 Richmond 77559 Square Feet 5.87000 5.84966 157 84097 Utah Orem Center 47505 Square Feet 5.93500 5.91466 159 07092 Union Loews Mountainside 48666 Square Feet 5.86000 5.83966 161 90048 Los Angeles 8950 Beverly Boulevard 5705 Square Feet 6.36000 6.33966 165 90065 Los Angeles Eagleview Apartments 64 Units 5.72500 5.70466 166 90069 Los Angeles 8479 Melrose Place 2931 Square Feet 5.97000 5.94966 170 61822 Champaign Country Inn & Suites - Champaign, IL 84 Rooms 6.06000 5.98966 171 61704 McLean Country Inn & Suites - Bloomington, IL 85 Rooms 6.06000 5.98966 173 Various Los Angeles 320 South Robertson & 819 North La 5580 Square Feet 6.29500 6.27466 Cienega Boulevard 174 80439 Jefferson Evergreen Marketplace 29753 Square Feet 5.70000 5.67966 185 80226 Jefferson Lakewood City Center 44983 Square Feet 5.70000 5.67966 192 89147 Clark Tropical Flamingo Village 21720 Square Feet 5.60500 5.58466 194 33073 Broward Shell - Firestone 9595 Square Feet 5.67000 5.64966 204 12603 Dutchess 9-11 Raymond Avenue 33711 Square Feet 6.50000 6.47966 218 30281 Henry Eagle Village 21600 Square Feet 5.69500 5.67466 229 08002 Camden 926 Haddonfield Road 14148 Square Feet 6.13000 6.05966 230 90067 Los Angeles 3060 East 44th Street 49951 Square Feet 5.81000 5.78966 234 80124 Douglas Lone Tree Town Center 14408 Square Feet 5.85100 5.83066 237 27609 Wake Six Forks - Raleigh 31364 Square Feet 5.95000 5.85966 240 89117 Clark 9031 West Sahara Avenue 6900 Square Feet 5.56500 5.54466 241 91324 Los Angeles Parthenia Twins Apartments 36 Units 5.75000 5.72966 244 90405 Los Angeles 2937-39 Main Street 4250 Square Feet 5.97500 5.95466 246 01746 Middlesex CVS Holliston 12400 Square Feet 5.74000 5.71966 248 45324 Greene Logan Portfolio-Beavercreek, OH 7999 Square Feet 5.86500 5.84466 249 27612 Wake Century Drive - Raleigh 26506 Square Feet 5.95000 5.81466 250 27615 Wake Creedmoor Centre 10 9600 Square Feet 6.23500 6.21466 251 35601 Morgan Logan Portfolio-Decatur, AL 7947 Square Feet 5.86500 5.84466 252 35801 Madison Logan Portfolio-Huntsville, AL 7839 Square Feet 5.86500 5.84466 253 39232 Rankin Logan Portfolio-Flowood, MS 8060 Square Feet 5.86500 5.84466 254 90046 Los Angeles 7772 Santa Monica Boulevard 4750 Square Feet 6.20000 6.17966 255 42103 Warren Logan Portfolio-Bowling Green, KY 8140 Square Feet 5.86500 5.84466 256 27615 Wake Creedmoor Centre 1 9600 Square Feet 6.23500 6.21466 257 31419 Chatham Logan Portfolio-Savannah, GA 7409 Square Feet 5.86500 5.84466 258 37129 Rutherford Logan Portfolio-Murfreesboro, TN 7839 Square Feet 5.86500 5.84466 259 71292 Ouachita Parish Logan Portfolio-West Monroe, LA 7839 Square Feet 5.86500 5.84466 260 37066 Sumner Logan Portfolio-Gallatin, TN 7943 Square Feet 5.86500 5.84466 261 48184 Wayne Logan Portfolio-Canton, MI 8329 Square Feet 5.86500 5.84466 262 30742 Catoosa Logan Portfolio-Fort Oglethorpe, GA 8060 Square Feet 5.86500 5.84466 263 36203 Calhoun Logan Portfolio-Oxford, AL 7956 Square Feet 5.86500 5.84466 264 47712 Vanderburgh Logan Portfolio-Evansville, IN 7961 Square Feet 5.86500 5.84466 265 78745 Travis Logan Portfolio-Austin, TX 8060 Square Feet 5.86500 5.84466 Rem. Maturity/ Amort. Rem. Monthly Debt Servicing Accrual ARD Loan # Original Balance Cutoff Balance Term Term ARD Date Term Amort. Service Fee Rate Type (Y/N) - ------ ---------------- -------------- ---- ---- --------- ------ ------ ------------ --------- ---------- ----- 9 110,668,660 110,668,660 120 113 12/05/16 312 312 697,867 0.02000 Actual/360 No 18 65,300,000 65,300,000 84 80 03/05/14 0 0 314,759 0.01000 Actual/360 No 35 36,000,000 36,000,000 120 118 05/05/17 0 0 166,531 0.02000 Actual/360 No 38 35,000,000 35,000,000 120 119 06/05/17 360 360 200,112 0.02000 Actual/360 No 48 28,500,000 28,500,000 120 117 04/05/17 0 0 134,847 0.02000 Actual/360 No 59 21,000,000 21,000,000 120 113 12/05/16 360 360 124,491 0.02000 Actual/360 No 60 20,800,000 20,800,000 120 119 06/05/17 360 360 121,912 0.02000 Actual/360 No 67 19,500,000 19,383,008 120 114 01/05/17 360 354 115,662 0.02000 Actual/360 No 89 13,000,000 13,000,000 120 119 06/05/17 360 360 75,041 0.02000 Actual/360 No 87 13,000,000 13,000,000 120 116 03/07/17 360 360 75,106 0.02000 Actual/360 No 98 11,300,000 11,300,000 120 117 04/05/17 360 360 71,090 0.02000 Actual/360 No 100 11,250,000 11,200,228 120 117 04/05/17 300 297 70,164 0.02000 Actual/360 No 101 10,800,000 10,800,000 120 120 07/05/17 360 360 62,854 0.02000 Actual/360 No 103 10,350,000 10,350,000 60 59 06/05/12 0 0 57,829 0.02000 Actual/360 No 107 9,860,000 9,809,916 120 115 02/07/17 360 355 58,799 0.02000 Actual/360 No 109 9,446,000 9,446,000 120 119 06/07/17 0 0 45,971 0.02000 Actual/360 No 111 9,270,000 9,270,000 120 118 05/05/17 360 360 54,333 0.02000 Actual/360 No 112 9,250,000 9,250,000 60 58 05/05/12 0 0 46,384 0.02000 Actual/360 No 113 9,200,000 9,200,000 120 118 05/01/17 360 360 56,886 0.02000 Actual/360 No 118 8,970,000 8,944,036 120 117 04/07/17 360 357 53,204 0.02000 Actual/360 No 121 8,770,000 8,770,000 120 119 06/05/17 360 360 50,199 0.02000 Actual/360 No 124 8,200,000 8,200,000 120 119 06/05/17 0 0 38,937 0.02000 Actual/360 No 126 8,150,000 8,150,000 120 118 05/05/17 360 360 46,562 0.02000 Actual/360 No 127 8,100,000 8,100,000 120 119 06/05/17 360 360 46,052 0.02000 Actual/360 No 132 7,900,000 7,857,823 120 116 03/05/17 300 296 51,627 0.02000 Actual/360 No 133 7,800,000 7,800,000 120 119 06/05/17 360 360 45,797 0.02000 Actual/360 No 137 7,600,000 7,588,657 120 119 06/03/17 300 299 47,950 0.03000 Actual/360 No 138 7,500,000 7,500,000 120 119 06/05/17 0 0 37,862 0.02000 Actual/360 No 139 7,200,000 7,200,000 120 119 06/05/17 360 360 41,972 0.02000 Actual/360 No 143 7,000,000 7,000,000 120 116 03/05/17 360 360 40,828 0.02000 Actual/360 No 144 7,000,000 6,984,433 120 119 06/03/17 240 239 49,226 0.01000 Actual/360 No 151 6,500,000 6,500,000 120 113 12/05/16 360 360 40,445 0.02000 Actual/360 No 153 6,400,000 6,400,000 120 119 06/05/17 360 360 37,838 0.02000 Actual/360 No 157 6,340,000 6,321,783 120 117 04/05/17 360 357 37,747 0.02000 Actual/360 No 159 6,200,000 6,188,305 120 118 05/05/17 360 358 36,616 0.02000 Actual/360 No 161 6,200,000 6,134,511 120 108 07/07/16 360 348 38,619 0.02000 Actual/360 No 165 6,000,000 5,993,706 120 119 06/05/17 360 359 34,919 0.02000 Actual/360 No 166 6,000,000 5,964,500 120 114 01/07/17 360 354 35,857 0.02000 Actual/360 No 170 5,875,000 5,869,218 60 59 06/05/12 360 359 35,451 0.07000 Actual/360 No 171 5,875,000 5,866,600 60 59 06/05/12 300 299 38,068 0.07000 Actual/360 No 173 5,800,000 5,752,971 120 111 10/07/16 360 351 35,882 0.02000 Actual/360 No 174 5,750,000 5,750,000 120 118 05/05/17 360 360 33,373 0.02000 Actual/360 No 185 5,150,000 5,150,000 120 118 05/05/17 360 360 29,891 0.02000 Actual/360 No 192 5,000,000 5,000,000 120 119 06/05/17 360 360 28,720 0.02000 Actual/360 No 194 5,000,000 4,981,041 120 117 04/05/17 324 321 30,177 0.02000 Actual/360 No 204 4,500,000 4,500,000 120 117 04/05/17 360 360 28,443 0.02000 Actual/360 No 218 3,750,000 3,750,000 120 118 05/05/17 360 360 21,753 0.02000 Actual/360 No 229 3,050,000 3,047,038 120 119 06/05/17 360 359 18,542 0.07000 Actual/360 No 230 3,000,000 2,994,278 120 118 05/05/17 360 358 17,622 0.02000 Actual/360 No 234 2,720,000 2,720,000 84 83 06/07/14 360 360 16,048 0.02000 Actual/360 No 237 2,650,000 2,650,000 120 117 04/05/17 360 360 15,803 0.09000 Actual/360 No 240 2,600,000 2,600,000 120 118 05/05/17 360 360 14,869 0.02000 Actual/360 No 241 2,600,000 2,597,285 120 119 06/05/17 360 359 15,173 0.02000 Actual/360 No 244 2,060,000 2,060,000 120 119 06/05/17 0 0 10,400 0.02000 Actual/360 No 246 2,000,000 1,991,372 120 118 05/05/17 240 238 14,030 0.02000 Actual/360 No 248 1,915,000 1,915,000 120 118 05/07/17 360 360 11,316 0.02000 Actual/360 No 249 1,900,000 1,900,000 120 117 04/05/17 360 360 11,330 0.13500 Actual/360 No 250 1,900,000 1,898,192 120 119 06/05/17 360 359 11,680 0.02000 Actual/360 No 251 1,755,000 1,755,000 120 118 05/07/17 360 360 10,370 0.02000 Actual/360 No 252 1,750,000 1,750,000 120 118 05/07/17 360 360 10,341 0.02000 Actual/360 No 253 1,655,000 1,655,000 120 118 05/07/17 360 360 9,779 0.02000 Actual/360 No 254 1,650,000 1,631,770 120 112 11/07/16 300 292 10,834 0.02000 Actual/360 No 255 1,630,000 1,630,000 120 118 05/07/17 360 360 9,632 0.02000 Actual/360 No 256 1,600,000 1,598,477 120 119 06/05/17 360 359 9,836 0.02000 Actual/360 No 257 1,555,000 1,555,000 120 118 05/07/17 360 360 9,188 0.02000 Actual/360 No 258 1,545,000 1,545,000 120 118 05/07/17 360 360 9,129 0.02000 Actual/360 No 259 1,540,000 1,540,000 120 118 05/07/17 360 360 9,100 0.02000 Actual/360 No 260 1,475,000 1,475,000 120 118 05/07/17 360 360 8,716 0.02000 Actual/360 No 261 1,365,000 1,365,000 120 118 05/07/17 360 360 8,066 0.02000 Actual/360 No 262 1,305,000 1,305,000 120 118 05/07/17 360 360 7,711 0.02000 Actual/360 No 263 1,280,000 1,280,000 120 118 05/07/17 360 360 7,564 0.02000 Actual/360 No 264 1,245,000 1,245,000 120 118 05/07/17 360 360 7,357 0.02000 Actual/360 No 265 1,165,000 1,165,000 120 118 05/07/17 360 360 6,884 0.02000 Actual/360 No Crossed Originator/ Letter of Loan # ARD Step Up (%) Title Type Loan Loan Seller Guarantor Credit - ------ --------------- --------------- ------- ----------- -------------------------------------------------- ---------- 9 Fee Natixis Greg Greenfield & Associates, Ltd. No 18 Fee Natixis Shorenstein Realty Investors Eight, LP No 35 Fee Natixis Norton S. Karno No 38 Fee Natixis Evergreen Capital Trust No 48 Fee Natixis Gary Rappaport No 59 Fee Natixis Fred Daibes Yes 60 Fee Natixis Anthony Fernicola No 67 Fee Natixis Paul Wallace No 89 Fee Natixis Stan Lucas No 87 Fee Natixis Lawrence L. Kuppin and Chaim Treibatch No Luke V. McCarthy, Wagner Family Trust dated 3/11/91, Latimer Associates LLC, The James B. Monical & Jacqueline J. Monical 2000 Revocable Trust dated 3/13/00, The Van Sloten Living Trust dated August 7, 2000, Raymond H.B. Wong & Lydia A.Y. Wong Revocable Trust dated 6/22/00, Luelling Properties LLC, Gita Dev and Timothy A. Martin, The Mary M. Kennedy Revocable Trust dated 1/24/2000, Prajapati Trust dated 8/6/88, The Schraga Revocable Trust dated 12/3/94, The Sunrise Investment Trust dated March 25, 1996, Louis James Jannace, 123 Watts Street LLC, Frederick N. Gamer, Helaine S. Gamer, Nancy Kelly 1994 Revocable Trust, Los Alamos, LLC and 98 Fee Natixis The Warner Family Trust dated 9/20/93 No 100 Fee Natixis Shailesh Patel, Yasmin Patel No 101 Fee Natixis Rao R. Yalamanchili No 103 Fee Natixis Lawrence P. Cimmarusti and Ralph J. Cimmarusti No 107 Fee Natixis Ramesh Ohebsion Akhtarzad No 109 Fee Natixis Howard W. Edison, H. Bruce McClaren No 111 Fee/Leasehold Natixis Michael R. Rechter and David L. Romano No 112 Fee Natixis Joseph F. Ruvolo No 113 Fee Natixis Michael Simkins No Alan T. Levy, David Meir, Kamran Mehdizadeh, and 118 Fee Natixis Mehran Mehdizadeh No 121 Fee Natixis Jerry M. Wise, Ronald Z. Harris No 124 Fee Natixis Marc F. Solomon, David B. Fink No 126 Fee Natixis Martin Ensbury and W. Jack Rode No Dwight Manley, Anthony Fanticola & Jo Ann 127 Fee Natixis Fanticola Family Limited Partnership No 132 Fee Natixis William B. Yeomans and LeMoyne D. Bailey No 133 Fee Natixis Bentley Richards, Susanne Richards No 137 Fee Natixis Suresh Patel and T.N. Patel No 138 Fee Natixis Philippe Chicha, Kaye E. Tucker and Julian Chicha No 139 Fee Natixis Geraldine A. Weber No 143 Fee Natixis Norton S. Karno No 144 Fee Natixis T.N. Patel No 151 Fee Natixis William K. Armour No 153 Fee Natixis American Spectrum Realty, Inc. No 157 Fee Natixis David J. Sanchez No 159 Fee Natixis Marc Berson No 161 Fee Natixis Ramesh Ohebsion Akhtarzad No 165 Fee Natixis Rao R. Yalamanchili No 166 Fee Natixis Ramesh Ohebsion Akhtarzad No 170 Fee Natixis Mahmoud Morad No 171 Fee Natixis Mahmoud Morad No 173 Fee Natixis Ramesh Ohebsion Akhtarzad No 174 Fee Natixis Maria Lin No Martin Ensbury, Giovanni Giammarco, and Frank 185 Fee Natixis Darien No Jeffrey Kabakoff, Maria Kabakoff, Kabakoff 192 Fee Natixis Family Trust No 194 Fee Natixis H & R Real Estate Investment Trust No 204 Fee Natixis Angelo P. Balbo No 218 Fee Natixis Jack Williams Yes 229 Fee Natixis George Cholaj and Frank A. Fiannaca No 230 Fee Natixis Behruz Gabbai No 234 Fee Natixis McGuire Family Trust and David Azouz No 237 Fee C Natixis Carolyn Christians No Chris Emanuel, Nancy Emanuel, and the Chris 240 Fee Natixis Emanuel Trust No 241 Fee Natixis Popatlal Savla No 244 Fee Natixis Philippe Chicha, Robert Chicha, Julian Chicha No 246 Fee Natixis Jeff Flaherty No Nicholas S. Schorsch, William M. Kahane, UBSREI, 248 Fee B Natixis DRCM, Triple Net No 249 Fee C Natixis Carolyn Christians No K. Neil Morris, Albert L. Morris III, William F. 250 Fee Natixis Harrington and Henry MacNair No Nicholas S. Schorsch, William M. Kahane, UBSREI, 251 Fee B Natixis DRCM, Triple Net No Nicholas S. Schorsch, William M. Kahane, UBSREI, 252 Fee B Natixis DRCM, Triple Net No Nicholas S. Schorsch, William M. Kahane, UBSREI, 253 Fee B Natixis DRCM, Triple Net No 254 Fee Natixis Ramesh Ohebsion Akhtarzad No Nicholas S. Schorsch, William M. Kahane, UBSREI, 255 Fee B Natixis DRCM, Triple Net No K. Neil Morris, Russell Gay, Terry Thrower, 256 Fee Natixis Henry MacNair No Nicholas S. Schorsch, William M. Kahane, UBSREI, 257 Fee B Natixis DRCM, Triple Net No Nicholas S. Schorsch, William M. Kahane, UBSREI, 258 Fee B Natixis DRCM, Triple Net No Nicholas S. Schorsch, William M. Kahane, UBSREI, 259 Fee B Natixis DRCM, Triple Net No Nicholas S. Schorsch, William M. Kahane, UBSREI, 260 Fee B Natixis DRCM, Triple Net No Nicholas S. Schorsch, William M. Kahane, UBSREI, 261 Fee B Natixis DRCM, Triple Net No Nicholas S. Schorsch, William M. Kahane, UBSREI, 262 Fee B Natixis DRCM, Triple Net No Nicholas S. Schorsch, William M. Kahane, UBSREI, 263 Fee B Natixis DRCM, Triple Net No Nicholas S. Schorsch, William M. Kahane, UBSREI, 264 Fee B Natixis DRCM, Triple Net No Nicholas S. Schorsch, William M. Kahane, UBSREI, 265 Fee B Natixis DRCM, Triple Net No UPFRONT ESCROW ------------------------------------------------------------------------------------------------------------- Upfront CapEx Upfront Upfront Envir. Upfront TI/LC Upfront RE Tax Upfront Ins. Upfront Other Loan # Reserve Eng. Reserve Reserve Reserve Reserve Reserve Reserve - ------ ------------- ------------ -------------- ------------- -------------- ------------ ------------- 9 951,000.00 27,750.00 21,250.00 51,597.00 1,232,954.00 69,992.00 10,028,635.54 18 0.00 0.00 0.00 4,683,369.94 106,882.57 115,972.00 0.00 35 0.00 0.00 0.00 0.00 24,775.00 22,547.00 0.00 38 0.00 0.00 0.00 0.00 126,032.86 35,498.95 0.00 48 1,771,855.00 228,145.00 0.00 200,000.00 203,308.83 9,666.08 114,700.00 59 0.00 0.00 50,000.00 0.00 37,510.06 4,185.00 1,059,487.50 60 0.00 0.00 0.00 0.00 0.00 0.00 0.00 67 0.00 0.00 0.00 0.00 0.00 37,142.67 0.00 89 0.00 0.00 1,250.00 0.00 10,742.29 5,120.00 0.00 87 0.00 6,875.00 3,125.00 0.00 61,500.00 5,347.00 118,909.00 98 0.00 0.00 0.00 0.00 48,483.67 34,875.18 0.00 100 0.00 41,875.00 3,125.00 0.00 58,533.00 9,324.00 0.00 101 0.00 0.00 625.00 0.00 73,778.00 3,380.00 0.00 103 0.00 0.00 0.00 0.00 15,502.00 1,194.00 0.00 107 0.00 0.00 0.00 0.00 0.00 1,018.00 287,000.00 109 0.00 0.00 61,250.00 0.00 91,770.00 2,644.00 0.00 111 0.00 0.00 0.00 150,000.00 88,651.00 19,444.29 2,354.00 112 0.00 0.00 0.00 471,000.00 71,917.00 2,434.00 0.00 113 0.00 0.00 0.00 300,000.00 99,911.00 5,685.00 1,840,000.00 118 0.00 0.00 0.00 200,000.00 42,160.00 4,652.00 0.00 121 300,000.00 7,125.00 0.00 300,000.00 40,249.00 3,092.00 0.00 124 0.00 0.00 1,875.00 0.00 0.00 0.00 0.00 126 150,000.00 0.00 250,625.00 35,000.00 28,264.00 964.00 250,000.00 127 0.00 0.00 0.00 50,000.00 26,682.00 800.00 35,000.00 132 0.00 8,750.00 0.00 100,000.00 56,408.93 8,565.23 52,237.50 133 0.00 3,125.00 625.00 0.00 11,916.00 2,800.00 0.00 137 0.00 0.00 0.00 0.00 42,887.00 781.00 0.00 138 0.00 0.00 0.00 60,000.00 6,633.87 2,165.50 0.00 139 0.00 8,750.00 625.00 75,000.00 46,723.00 0.00 0.00 143 0.00 0.00 1,250.00 0.00 36,200.00 4,164.00 0.00 144 0.00 0.00 0.00 0.00 43,462.00 747.00 0.00 151 0.00 0.00 0.00 0.00 21,266.00 10,978.00 0.00 153 0.00 0.00 0.00 75,000.00 20,431.68 2,386.73 0.00 157 0.00 0.00 0.00 90,000.00 18,404.81 3,252.24 100,000.00 159 0.00 0.00 0.00 0.00 0.00 0.00 0.00 161 0.00 0.00 625.00 0.00 31,275.00 1,689.00 0.00 165 0.00 0.00 0.00 0.00 5,900.00 4,376.00 0.00 166 0.00 0.00 625.00 0.00 0.00 772.00 101,668.00 170 0.00 0.00 0.00 0.00 26,891.00 3,372.00 0.00 171 0.00 0.00 0.00 0.00 23,810.00 3,652.00 0.00 173 0.00 0.00 1,250.00 0.00 39,003.00 3,180.00 124,000.00 174 0.00 2,812.50 0.00 150,000.00 41,272.00 6,699.00 0.00 185 55,000.00 0.00 0.00 100,000.00 35,877.00 6,996.00 0.00 192 0.00 0.00 2,500.00 85,000.00 8,128.00 14,753.00 0.00 194 0.00 0.00 0.00 0.00 0.00 0.00 0.00 204 0.00 0.00 0.00 600,000.00 25,758.44 3,228.19 0.00 218 0.00 0.00 0.00 0.00 26,888.00 1,934.00 0.00 229 0.00 0.00 0.00 0.00 14,335.73 3,012.28 0.00 230 0.00 0.00 0.00 80,000.00 12,530.00 1,367.00 0.00 234 0.00 2,500.00 0.00 0.00 0.00 1,100.00 0.00 237 0.00 0.00 0.00 25,000.00 14,770.00 458.00 0.00 240 0.00 0.00 0.00 0.00 8,363.00 285.00 0.00 241 0.00 0.00 625.00 0.00 8,337.00 1,095.00 0.00 244 0.00 0.00 0.00 25,000.00 2,820.00 705.25 0.00 246 80,000.00 0.00 0.00 0.00 0.00 87.50 0.00 248 0.00 0.00 0.00 0.00 0.00 0.00 0.00 249 0.00 0.00 0.00 25,000.00 13,967.00 589.00 0.00 250 0.00 0.00 0.00 80,000.00 6,993.00 0.00 6,000.00 251 0.00 0.00 0.00 0.00 0.00 0.00 0.00 252 0.00 0.00 0.00 0.00 0.00 0.00 0.00 253 0.00 0.00 0.00 0.00 0.00 0.00 0.00 254 0.00 0.00 0.00 0.00 2,482.00 2,235.00 72,708.00 255 0.00 0.00 0.00 0.00 0.00 0.00 0.00 256 0.00 0.00 0.00 0.00 9,211.00 0.00 6,000.00 257 0.00 0.00 0.00 0.00 0.00 0.00 0.00 258 0.00 0.00 0.00 0.00 0.00 0.00 0.00 259 0.00 0.00 0.00 0.00 0.00 0.00 0.00 260 0.00 0.00 0.00 0.00 0.00 0.00 0.00 261 0.00 0.00 0.00 0.00 0.00 0.00 0.00 262 0.00 0.00 0.00 0.00 0.00 0.00 0.00 263 0.00 0.00 0.00 0.00 0.00 0.00 0.00 264 0.00 0.00 0.00 0.00 0.00 0.00 0.00 265 0.00 0.00 0.00 0.00 0.00 0.00 0.00 MONTHLY ESCROW ----------------------------------------------------------------------------------------------------------------------- Monthly Capex Monthly Envir. Monthly TI/LC Monthly RE Tax Monthly Ins. Loan # Reserve Reserve Reserve Reserve Reserve Monthly Other Reserve - -------- ------------- ------------- -------------- -------------- ------------- ------------------------------------ 9 0.00 0.00 38000.00 245000.00 23000.00 0.00 18 0.00 0.00 0.00 213765.12 13042.00 0.00 35 2037.08 0.00 0.00 8300.00 2978.42 On each payment date in October, November, December and January, borrower will fund $205,312.50 into the seasonality reserve. On each payment date in April, May, June, July and August, $164,250 will be disbursed from the seasonality reserve. 38 5982.94 0.00 0.00 21005.48 5916.00 0.00 48 0.00 0.00 3333.33 33884.83 3222.08 0.00 59 1115.08 0.00 5750.38 18755.03 4650.67 0.00 60 0.00 0.00 0.00 0.00 0.00 0.00 67 14901.17 0.00 0.00 18382.95 9285.67 0.00 89 1830.19 0.00 2500.00 5371.14 1023.92 0.00 87 1250.00 0.00 5650.00 11661.78 3100.00 0.00 98 2700.00 0.00 0.00 15391.67 4982.18 0.00 100 13386.55 0.00 0.00 7316.54 2330.87 0.00 101 1900.00 0.00 7500.00 18500.00 2100.00 0.00 103 756.45 0.00 6000.00 7750.83 532.33 0.00 107 79.35 0.00 258.75 7900.00 203.53 0.00 109 336.37 0.00 0.00 22942.50 660.92 0.00 111 2113.00 0.00 7500.00 14775.17 19444.29 2354.00 112 941.83 0.00 8188.04 18200.00 1217.17 8042.00 113 688.00 0.00 5000.00 16651.75 8797.00 0.00 118 1000.00 0.00 4300.00 10530.00 2350.00 0.00 121 10000.00 0.00 5833.00 5749.92 1545.67 0.00 124 0.00 0.00 0.00 0.00 0.00 0.00 126 1992.10 0.00 2500.00 4100.00 964.17 2900.00 127 802.92 0.00 1666.67 8900.00 399.92 0.00 132 1715.00 0.00 2000.00 16223.12 2855.23 0.00 133 3333.00 0.00 0.00 4000.00 2800.00 0.00 137 6394.92 0.00 0.00 7147.83 781.00 0.00 138 0.00 0.00 1412.50 0.00 0.00 0.00 139 850.00 0.00 2500.00 9400.00 800.00 0.00 143 1929.17 0.00 0.00 18100.00 2081.89 0.00 144 6800.00 0.00 0.00 6208.84 747.35 0.00 151 348.00 0.00 2538.33 6636.92 2893.73 0.00 153 840.00 0.00 5000.00 6810.68 795.73 0.00 157 594.00 0.00 3000.00 3680.96 650.45 0.00 159 0.00 0.00 0.00 0.00 0.00 0.00 161 118.83 0.00 475.00 6271.55 208.28 0.00 165 1333.00 0.00 0.00 5900.00 2400.00 0.00 166 56.18 0.00 183.19 4881.99 68.83 0.00 170 6878.78 0.00 0.00 6722.92 1686.17 0.00 171 6977.33 0.00 0.00 5952.50 1826.33 0.00 173 139.20 0.00 348.75 4469.85 303.76 0.00 174 669.44 0.00 1860.00 14100.00 957.00 0.00 185 600.00 0.00 1874.00 12200.00 583.00 0.00 192 307.70 0.00 1538.50 2300.00 1134.83 0.00 194 0.00 0.00 0.00 0.00 0.00 0.00 204 668.75 0.00 0.00 14682.44 1076.19 0.00 218 270.00 0.00 0.00 4000.00 967.42 0.00 229 95.00 0.00 1033.33 4778.73 430.28 0.00 230 624.39 0.00 833.33 4300.00 0.00 0.00 234 200.00 0.00 900.00 7100.00 555.00 0.00 237 522.75 0.00 2604.75 2461.65 458.33 0.00 240 105.00 0.00 833.33 1800.00 350.00 0.00 241 750.00 0.00 0.00 3000.00 700.00 0.00 244 0.00 0.00 354.17 0.00 0.00 0.00 246 105.00 0.00 750.00 0.00 0.00 0.00 248 0.00 0.00 0.00 0.00 0.00 0.00 249 441.75 0.00 1986.00 1995.29 589.17 0.00 250 120.00 0.00 800.00 777.03 0.00 1000.00 251 0.00 0.00 0.00 0.00 0.00 0.00 252 0.00 0.00 0.00 0.00 0.00 0.00 253 0.00 0.00 0.00 0.00 0.00 0.00 254 59.38 0.00 296.88 1833.93 2170.56 0.00 255 0.00 0.00 0.00 0.00 0.00 0.00 256 120.00 0.00 1000.00 1023.47 0.00 1000.00 257 0.00 0.00 0.00 0.00 0.00 0.00 258 0.00 0.00 0.00 0.00 0.00 0.00 259 0.00 0.00 0.00 0.00 0.00 0.00 260 0.00 0.00 0.00 0.00 0.00 0.00 261 0.00 0.00 0.00 0.00 0.00 0.00 262 0.00 0.00 0.00 0.00 0.00 0.00 263 0.00 0.00 0.00 0.00 0.00 0.00 264 0.00 0.00 0.00 0.00 0.00 0.00 265 0.00 0.00 0.00 0.00 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 - ------ ------ -------- ----------------------- ---------- ------------ ----- -------- ------------- 9 0 Yes Retail Yes Actual/360 1 312 18 5 Yes Office Yes Actual/360 1 35 0 No Manufactured Housing Yes Actual/360 2 38 0 Yes Industrial Yes Actual/360 1 360 48 0 Yes Retail Yes Actual/360 1 59 0 No Retail Yes Actual/360 1 360 60 0 Yes Retail Yes Actual/360 1 360 67 0 No Hotel Yes Actual/360 1 360 89 0 No Industrial Yes Actual/360 1 360 87 0 No Retail Yes Actual/360 1 360 98 0 Yes Senior Housing Yes Actual/360 1 360 100 0 Yes Hotel Yes Actual/360 1 300 101 0 No Industrial No Actual/360 1 360 103 0 No Office No Actual/360 1 107 0 No Retail No Actual/360 1 360 109 5 Yes Retail Yes Actual/360 1 111 0 No Retail Yes Actual/360 1 360 112 0 Yes Office Yes Actual/360 1 113 5 No Mixed Use Yes Actual/360 1 360 118 0 Yes Industrial Yes Actual/360 1 360 121 0 No Office No Actual/360 1 360 124 0 Yes Industrial Yes Actual/360 1 126 0 No Retail Yes Actual/360 1 360 127 0 No Mixed Use Yes Actual/360 1 360 132 0 No Retail Yes Actual/360 1 300 133 0 No Multifamily Yes Actual/360 2 360 137 0 No Hotel No Actual/360 1 300 138 0 No Retail Yes Actual/360 1 139 0 No Retail Yes Actual/360 1 360 143 0 No Manufactured Housing Yes Actual/360 2 360 144 2 No Hotel No Actual/360 1 240 151 0 Yes Office Yes Actual/360 1 360 153 0 No Office Yes Actual/360 1 360 157 0 No Retail Yes Actual/360 1 360 159 0 No Retail Yes Actual/360 1 360 161 0 No Retail Yes Actual/360 1 360 165 0 No Multifamily No Actual/360 2 360 166 0 No Retail No Actual/360 1 360 170 0 Yes Hotel No Actual/360 1 360 171 0 Yes Hotel No Actual/360 1 300 173 0 No Retail No Actual/360 1 360 174 0 No Retail Yes Actual/360 1 360 185 0 No Retail Yes Actual/360 1 360 192 0 No Retail Yes Actual/360 1 360 194 0 No Retail Yes Actual/360 1 324 204 0 No Office Yes Actual/360 1 360 218 0 No Retail Yes Actual/360 1 360 229 0 No Retail Yes Actual/360 1 360 230 0 Yes Industrial No Actual/360 1 360 234 0 No Retail No Actual/360 1 360 237 15 No Office Yes Actual/360 1 360 240 0 No Retail Yes Actual/360 1 360 241 0 No Multifamily No Actual/360 2 360 244 0 No Retail Yes Actual/360 1 246 0 No Retail Yes Actual/360 1 240 248 0 Yes Retail Yes Actual/360 1 360 249 15 No Office Yes Actual/360 1 360 250 0 No Office Yes Actual/360 1 360 251 0 Yes Retail Yes Actual/360 1 360 252 0 Yes Retail Yes Actual/360 1 360 253 0 Yes Retail Yes Actual/360 1 360 254 0 No Retail Yes Actual/360 1 300 255 0 Yes Retail Yes Actual/360 1 360 256 0 No Office Yes Actual/360 1 360 257 0 Yes Retail Yes Actual/360 1 360 258 0 Yes Retail Yes Actual/360 1 360 259 0 Yes Retail Yes Actual/360 1 360 260 0 Yes Retail Yes Actual/360 1 360 261 0 Yes Retail Yes Actual/360 1 360 262 0 Yes Retail Yes Actual/360 1 360 263 0 Yes Retail Yes Actual/360 1 360 264 0 Yes Retail Yes Actual/360 1 360 265 0 Yes Retail Yes Actual/360 1 360
EXHIBIT A-2 NATIXIS CMF MORTGAGE LOAN SCHEDULE EXHIBIT B MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES EXHIBIT C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES (NATIXIS LOANS)
- ----------------------------------------------------------------------------------------------------------- ALL NATIXIS LOANS Exception - ----------------------------------------------------------------------------------------------------------- Exception to Representation 22 - Insurance Insurance policies are required to be issued by insurers with rating of A:VII from A.M. Best Company or BBB (or the equivalent) or better from Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc., Fitch, Inc. or Moody's Investor Services, Inc. - -----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- Loan Number and Name: Michael's Exception Industrial [$35,000,000] - ----------------------------------------------------------------------------------------------------------- Exception to Representation 12 - Releases The related loan documents permit the borrower to obtain the release of portion of the mortgaged property, i.e. the condominium Units 2 and 3 of the Centralia North I Commercial-Industrial Condominium (the "Condo"), which are not owned by the borrower, from the lien of the mortgage upon the satisfaction of certain conditions specified in the loan documents, including without limitation receipt of the satisfactory amendment to the existing lease of the mortgaged property, encompassing Units 1, 2 and 3 of the Condo. - -----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- Loan Number and Name: Exception Smoketown Plaza [$28,500,000] - ----------------------------------------------------------------------------------------------------------- Exception to Representation 32 - Due The sponsor of the related borrower has an outstanding on Sale or Encumbrance revolving credit facility with U.S. Bank, N.A., as lender, secured by, among other things, 60.2% of the indirect equity interest in the borrower owned by equity owner. - -----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- Loan Name: Vermont Avenue Warehouse Exception Loan [$13,000,000] - ----------------------------------------------------------------------------------------------------------- Exception to Representation 30 - Mortgagor is an individual, not a Single Purpose Entity Single Purpose Entity - -----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- Loan Name: Paramount Parks - Vacaville Exception [$11,300,000] - ----------------------------------------------------------------------------------------------------------- Exception to Representation 10 - The liability of each of the Tenants-in-Common Mortgagors Recourse is limited to that Mortgagor's interests/acts. - -----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- Loan Name: Whole Foods Cicero Exception Loan [$9,445,000] - ----------------------------------------------------------------------------------------------------------- Exception to Representation 21(iii) - Hazardous substances have been disclosed in the Environmental Conditions Environmental Report. The adjacent property owner is contractually obligated (to the Mortgagor) to obtain a No Further Action Letter from the State of Illinois, and such obligation inures to the benefit of the lender. Mortgagor has escrowed 125% of the estimated remediation costs with lender. However, lender will release the environmental remediation escrow upon such time as the adjacent property owner, to the satisfaction of lender, places in escrow an equal or greater amount with such owner's (unrelated) construction lender for remediation of the same substances. - ----------------------------------------------------------------------------------------------------------- Exception to Representation 22 - 1) Application of casualty insurance proceeds is subject Insurance to the terms of the Declaration of Covenants, Conditions, Restrictions, and Easements 2) Property is part of a mixed-use building, of which Mortgagor owns a portion. Mortgagor is only required to place in escrow with lender the portion of insurance premiums allocable to its portion of the property. If adjacent property owners fail to pay premiums, Mortgagor must pay the premiums of such owners prior to the expiration of the related policies. - ----------------------------------------------------------------------------------------------------------- Exception to Representation 17 - Taxes Property is not a separate and complete tax parcel and shares tax ID numbers with property owned by other owners. Mortgagor will only escrow for tax liability that is allocable to its portion of the shared tax parcels. Mortgagor and Guarantor have agreed to a non-recourse carve-out for damages incurred by lender arising from failure of other property owners to pay taxes, and Guarantor will maintain liquid assets of at least $500,000 until such time as the property is assigned a unique tax ID number. - -----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- Loan Name: Luria Plaza Exception Loan [$9,270,000] - ----------------------------------------------------------------------------------------------------------- Exception to Representation 12 - Releases The related loan documents permit the borrower to obtain the release of portion of the Mortgaged Property from the lien of the mortgage upon the satisfaction of certain conditions specified in the loan documents, including without limitation (i) the transfer of the release parcel to a bona-fide unaffiliated third party; (ii) no event of default has occurred and is continuing under the terms of the related mortgage loan documents; (iii) the debt service coverage ratio for the loan after giving effect to such release is not less than 1.20x; (iv) the loan-to-value ratio is not greater than 80% and (v) borrower defeases the loan in an amount equal to $300,000. Exception to Representation 20 (iii) - The Ground Lease does not contain assignment provisions. Ground Leases Exception to Representation 20 (iv) The Ground Lease does not contain amendment restrictions. - Ground Leases Exception to Representation 20 (v) Ground Lessor has only agreed to give notice of default - - Ground Leases if it is notified of Mortgagee's status. Exception to Representation 20 (vi) If Ground Lessor is aware of Mortgagee's status it will - - Ground Leases allow Mortgagee to cure. The Ground Lease does not contain provision allowing mortgagee to enter into a new ground lease following the termination or rejection of the existing Ground Lease. Exception to Representation 20 (vii) The Ground Lease expires 20 years from 9/2/1987 and has - - Ground Leases four (4) five (5) year option terms Exception to Representation 20 (viii) The Ground Lease does not contain insurance provisions - - Ground Leases Exception to Representation 20 (ix) The Ground Lease does not contain provisions relating to - - Ground Leases subletting.
- ----------------------------------------------------------------------------------------------------------- Loan Name: 1370 Washington Avenue and 1345 Exception Drexel Avenue Loan [$9,200,000] - ----------------------------------------------------------------------------------------------------------- Exception to Representation 22 - Mortgagor has posted reserves to account for shortages in Insurance windstorm and business interruption insurance. - -----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- Loan Number and Name: Valencia Exception Industrial Loan [$8,970,000] - ----------------------------------------------------------------------------------------------------------- Exception to Representation 30 - Only 8950 Memory Park I, L.P., one of the three Single Purpose Entity Mortgagors, is an SPE. Mariam, Inc. and Kam-Ron Limited Liability Company are not SPEs. - -----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- Loan Name: Southgate Shopping Center Loan Exception [$8,150,000] - ----------------------------------------------------------------------------------------------------------- Exception to Representation 21 - There is an Environmental Remedial Reserve Subaccount to Environmental reserve for the costs of Mortgagor's compliance with remedial measures recommended in the Environmental Report. - -----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- Loan Name: Village of Tampa Loan Exception [$7,000,000] - ----------------------------------------------------------------------------------------------------------- Exception to Representation 22 - The deductible for windstorm coverage is the greater of Insurance 10% of the total insurable value or $233,000. - -----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- Loan Name: Wingate Inn Columbia Loan Exception [$7,000,000] - ----------------------------------------------------------------------------------------------------------- Exception to Representation 17 - Taxes A portion of the property is in a separate tax parcel. Lot split is underway. Until lot split is complete, reserves for the estimated taxes for the entire parcel to which that portion currently belongs have been made. - -----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- Loan Name: 8950 Beverly Blvd Exception Loan [$6,200,000] - ----------------------------------------------------------------------------------------------------------- Exception to Representation 10 - Liability under the Guaranty of Recourse Obligations is Recourse limited to $3,000,000. - -----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- Loan Name: 8479 Melrose Place Loan Exception [$6,000,000] - ----------------------------------------------------------------------------------------------------------- Exception to Representation 10 - Liability under the Guaranty of Recourse Obligations is Recourse limited to $3,000,000. - ----------------------------------------------------------------------------------------------------------- Exception to Representation 32 - Due The sponsor of the related borrower has an outstanding on Sale or Encumbrance revolving credit facility with NATIXIS Real Estate Capital Inc., as lender, and is permitted by the terms of the loan documents to pledge, among other things, 100% of the equity interests in the borrower to secure its obligations under the revolving credit facility. - -----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- Loan Name: 320 S. Robertson & 819 N. Exception LaCienega Blvd Loan [$5,800,000] - ----------------------------------------------------------------------------------------------------------- Exception to Representation 10 - Liability under the Guaranty of Recourse Obligations is Recourse limited to $3,000,000. - ----------------------------------------------------------------------------------------------------------- Exception to Representation 12 - Releases The related loan documents permit the borrower to obtain the release of either one of the two retail mortgaged properties from the lien of the mortgage upon the satisfaction of certain conditions specified in the loan documents, including without limitation (i) the transfer of the release parcel to a bona-fide unaffiliated third party; (ii) there exists no continuing event of default and (iii) payment of 115% of the allocated loan amount for the released property. - -----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- Loan Name: Lakewood City Center Loan Exception [$5,150,000] - ----------------------------------------------------------------------------------------------------------- Exception to Representation 17 - Taxes Property is not a complete and separate tax parcel and contains two separate tax lots - -----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- Loan Name: Shell - Firestone Exception Loan [$5,000,000] - ----------------------------------------------------------------------------------------------------------- Exception to Representation 42 - Annual increase in terrorism premium is capped at twice Terrorism Insurance the preceding total property insurance premium. Motiva is the sole Tenant. Motiva is permitted to self-insure if its long-term debt rating is BBB or better. - -----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- Loan Name: LOGAN PORTFOLIO LOANS (14): Exception - ----------------------------------------------------------------------------------------------------------- - - Logan Portfolio - Austin, TX - -[$1,165,000], - - Logan Portfolio - Beavercreek, OH [$1,915,000], - - Logan Portfolio - Bowling Green, KY [$1,630,000], - - Logan Portfolio - Canton, MI [$1,365,000], - - Logan Portfolio - Decatur, AL [$1,755,000], - - Logan Portfolio - Evansville, IN [$1,245,000], - - Logan Portfolio - Flowood, MS [$1,655,000], - - Logan Portfolio - Ft. Oglethorpe, GA [$1,305,000], - - Logan Portfolio - Gallatin, TN [$1,455,000], - - Logan Portfolio - Huntsville, AL [$1,750,000], - - Logan Portfolio - Murfreesboro, TN [$1,545,000], - - Logan Portfolio - Oxford, AL [$1,280,000], - - Logan Portfolio - Savannah, GA [$1,555,000], - - Logan Portfolio - West Monroe - LA [$1,540,000] - ----------------------------------------------------------------------------------------------------------- Exception to Representation 22 - The insurance requirements under the loan documents have Insurance been waived to the extent the sole tenant is in occupancy under its lease and paying rent thereunder. - ----------------------------------------------------------------------------------------------------------- Exception to Representation 12 - Releases The related borrower under the applicable mortgage loan (the "Logan Released Mortgage Loan") is permitted to obtain a release of the mortgaged property (the "Logan Released Mortgaged Property") from the lien of the mortgage and/or a termination of any applicable cross-collateralization and cross-default provisions of the other related mortgage loans ("Logan Crossed Loans") in connection with (1) transfer of the mortgaged property to a special purpose entity acceptable to the lender ("Logan Special Transfer") or (2) repayment of the mortgage loan, provided that the following conditions are satisfied: (i) no event of default has occurred, (ii) the sole tenant at the Logan Released Mortgaged Property and sole tenants at the other Mortgaged Properties securing Logan Crossed Loans are open for business and have not defaulted in the payment of rent, (iii) the debt service coverage ratio for the Logan Released Mortgage Loan after giving effect to such release is not less than the greater of (A) the debt service coverage ratio for the Logan Released Mortgage Loan as of origination date and (B) the debt service coverage ratio for the Logan Released Mortgage Loan immediately preceding such release, (iv) the loan-to-value ratio for the remaining Mortgage Loans is not greater than 80%, (v) in the event of a full repayment, borrower under the Logan Released Mortgage Loan pays 115% of the outstanding principal (the "Release Amount") to lender with yield maintenance premium and (vi) in the event of a Logan Special Transfer, borrower complies with certain other transfer requirements of the applicable loan agreement, including (a) absence of an event of default, (b) payment of the assumption fee; (c) securing an approval of the Logan Special Transfer from the lender. In connection with a release upon the repayment of the mortgage loan, any funds remaining from the Release Amount will be applied against the outstanding principal of the remaining Logan Crossed Loans. - ----------------------------------------------------------------------------------------------------------- Exception to Representation 27 - So long as the respective sole tenant lease is in effect Operating Statements on the respective Mortgaged Property, Mortgagor will only be required to furnish on a quarterly basis a statement certified by Mortgagor (i) setting forth the rent in effect and collected for the previous calendar quarter and (ii) whether any default under the respective sole tenant lease has occurred. - -----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- Loan Name : Six Forks - Raleigh Exception Loan [$2,650,000] - ----------------------------------------------------------------------------------------------------------- Exception to Representation 12 - The related borrower is permitted to obtain a release of Releases the mortgaged property from the lien of the mortgage and/or a termination of any applicable cross-collateralization and cross-default provisions at any time after June 1, 2009, provided that: (a) no event of default has occurred and be continuing and (b) after giving effect to such release, the debt service coverage ratio for each of the cross-collateralized loans is not less than 1.15x. - -----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- Loan Name: CVS Holliston Exception Loan [$2,000,000] - ----------------------------------------------------------------------------------------------------------- Exception to Representation 22 - Insurance Rental loss and/or business interruption insurance is not required to be maintained by borrower for so long as credit rating of CVS Corporation (the largest tenant at the Mortgaged Property) is determined by lender to be 'investment grade' as rated by the rating agencies. - -----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- Loan Number and Name: Century Drive - Exception Raleigh Loan [$1,900,000] - ----------------------------------------------------------------------------------------------------------- Exception to Representation 12 - Releases The related borrower is permitted to obtain a release of the mortgaged property from the lien of the mortgage and/or a termination of any applicable cross-collateralization and cross-default provisions at any time after June 1, 2009, provided that: (a) no event of default has occurred and be continuing and (b) after giving effect to such release, the debt service coverage ratio for each of the cross-collateralized loans is not less than 1.15x. - -----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- Loan Name: 7772 Santa Monica Blvd Loan Exception [$1,650,000] - ----------------------------------------------------------------------------------------------------------- Exception to Representation 10 - Liability under the Guaranty of Recourse Obligations is Recourse limited to $3,000,000. - -----------------------------------------------------------------------------------------------------------
SCHEDULE 1 to REPRESENTATION 6 Cross-Collateralized and Cross-Defaulted Loans (Natixis) 1. Logan Portfolio - Austin, TX, 2. Logan Portfolio - Beavercreek, OH, 3. Logan Portfolio - Bowling Green, KY, 4. Logan Portfolio - Canton, MI, 5. Logan Portfolio - Decatur, AL, 6. Logan Portfolio - Evansville, IN, 7. Logan Portfolio - Flowood, MS, 8. Logan Portfolio - Ft. Oglethorpe, GA, 9. Logan Portfolio - Gallatin, TN, 10. Logan Portfolio - Huntsville, AL, 11. Logan Portfolio - Murfreesboro, TN, 12. Logan Portfolio - Oxford, AL, 13. Logan Portfolio - Savannah, GA, 14. Logan Portfolio - West Monroe - LA, 15. Century Drive - Raleigh and 16. Six Forks - Raleigh. EXHIBIT D FORM OF OFFICER'S CERTIFICATE I, [______], a duly appointed, qualified and acting [______] of [___________], a [________] [______] (the "Company"), hereby certify on behalf of the Company as follows: 1.____I have examined the Mortgage Loan Purchase Agreement, dated as of July 1, 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 (or, in the case of any particular representation or warranty set forth on Exhibit B to the Agreement, as of such other date provided for in such representation or warranty) with the same force and effect as if made on and as of the date hereof, subject to the exceptions set forth in the Agreement (including Exhibit C thereto). 2. The Company has complied with all the covenants and satisfied all the conditions on its part to be performed or satisfied under the Agreement on or prior to the date hereof and no event has occurred which, with notice or the passage of time or both, would constitute a default under the Agreement. 3. [FOR NATIXIS RE] I have examined the information regarding the Mortgage Loans in each Free Writing Prospectus (as defined in the Indemnification Agreement, dated June 28, (the "Indemnification Agreement") relating to the offering of the Certificates), when read in conjunction with the other Time of Sale Information (as defined in the Indemnification Agreement), the Prospectus, dated March 9, 2007, as supplemented by the Prospectus Supplement, dated June 28, 2007 (collectively, the "Prospectus"), relating to the offering of the Class A-1, , Class A-2, Class A-2FL, Class A-3, Class A-4, Class A-SB, Class A-1A, Class X, Class A-M, , Class A-J, Class B , Class C, Class D, Class E and Class F Certificates, the Private Placement Memorandum, dated June 28, 2007 (the "Privately Offered Certificate Private Placement Memorandum"), relating to the offering of the Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class T and Class NR Certificates, and the Private Placement Memorandum, dated June 28, 2007 (the "Private Placement Memorandum" and together with the Privately Offered Certificate Private Placement Memorandum, the "Private Placement Memoranda"), relating to the offering of the Class R Class LR Certificate, 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 defined in the Indemnification Agreement), as of the Time of Sale (as defined in the Indemnification Agreement) or as of the date hereof, the Prospectus, including any diskette attached thereto, as of the date of the Prospectus Supplement or as of the date hereof, or the Private Placement Memoranda, including any diskette attached thereto, 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 set forth therein regarding the Mortgage Loans, in light of the circumstances under which they were made, not misleading. Capitalized terms used herein without definition have the meanings given them in the Agreement. [SIGNATURE APPEARS ON THE FOLLOWING PAGE] IN WITNESS WHEREOF, I have signed my name this ___ day of July, 2007. By:____________________________________ Name: Title: SCHEDULE I MORTGAGE LOANS FOR WHICH A LENDER'S ENVIRONMENTAL POLICY WAS OBTAINED IN LIEU OF AN ENVIRONMENTAL SITE ASSESSMENT Reference is made to the Representations and Warranties set forth in Exhibit B attached hereto corresponding to the Paragraph number set forth below. None. SCHEDULE II MORTGAGED PROPERTY FOR WHICH OTHER ENVIRONMENTAL INSURANCE IS MAINTAINED Reference is made to the Representations and Warranties set forth in Exhibit B attached hereto corresponding to the Paragraph numbers set forth below. Shell - Firestone. Southgate Shopping Center.