Document/Exhibit Description Pages Size
1: 8-K Current Report 5 26K
2: EX-1 Underwriting Agreement 36± 145K
3: EX-4 Pooling and Servicing Agreement 765± 3.13M
4: EX-5 Opinion re: Legality 3 15K
5: EX-10.1 Mlpa (Jpmorgan Chase Bank) 60± 285K
6: EX-10.2 Mlpa (Capmark Finance Inc.) 63± 281K
7: EX-10.3 Mlpa (Lasalle Bank National Association) 66± 320K
8: EX-10.4 Mlpa (Eurohypo Ag) 49± 202K
9: EX-10.5 Mlpa (Nomura Credit & Capital, Inc.) 71± 332K
10: EX-10.6 Isda Master Agreement 24± 86K
11: EX-10.7 Material Contract 17± 60K
12: EX-10.8 Confirmation 5± 22K
EXHIBIT 10.5
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J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.,
PURCHASER
NOMURA CREDIT & CAPITAL, INC.
SELLER
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of June 1, 2006
Fixed Rate Mortgage Loans
Series 2006-LDP7
================================================================================
This Mortgage Loan Purchase Agreement (this "Agreement"), dated as
of June 1, 2006, is between J.P. Morgan Chase Commercial Mortgage Securities
Corp., as purchaser (the "Purchaser"), and Nomura Credit & Capital, Inc., as
seller (the "Seller").
Capitalized terms used in this Agreement not defined herein shall
have the meanings ascribed to them in the Pooling and Servicing Agreement dated
as of June 1, 2006 (the "Pooling and Servicing Agreement") among the Purchaser,
as depositor (the "Depositor"), Capmark Finance Inc. and Wachovia Bank, National
Association, as master servicers (each, a "Master Servicer"), LNR Partners,
Inc., as special servicer (the "Special Servicer"), Wells Fargo Bank, N.A., as
trustee (the "Trustee") and LaSalle Bank National Association, as paying agent
(the "Paying Agent"), pursuant to which the Purchaser will sell the Mortgage
Loans (as defined herein) to a trust fund and certificates representing
ownership interests in the Mortgage Loans will be issued by the trust fund. For
purposes of this Agreement, the term "Mortgage Loans" refers to the mortgage
loans listed on Exhibit A and the term "Mortgaged Properties" refers to the
properties securing such Mortgage Loans.
The Purchaser and the Seller wish to prescribe the manner of sale of
the Mortgage Loans from the Seller to the Purchaser and in consideration of the
premises and the mutual agreements hereinafter set forth, agree as follows:
SECTION 1. Sale and Conveyance of Mortgages; Possession of Mortgage
File. Effective as of the Closing Date and upon receipt of the purchase price
set forth in the immediately succeeding paragraph, the Seller does hereby sell,
transfer, assign, set over and convey to the Purchaser, without recourse
(subject to certain agreements regarding servicing as provided in the Pooling
and Servicing Agreement, subservicing agreements permitted thereunder and that
certain Servicing Rights Purchase Agreement, dated as of the date hereof between
the Master Servicer and the Seller) all of its right, title, and interest in and
to the Mortgage Loans including all interest and principal received on or with
respect to the Mortgage Loans after the Cut-off Date (other than payments of
principal and interest first due on the Mortgage Loans on or before the Cut-off
Date). Upon the sale of the Mortgage Loans, the ownership of each related
Mortgage Note, the Mortgage and the other contents of the related Mortgage File
will be vested in the Purchaser and immediately thereafter the Trustee and the
ownership of records and documents with respect to the related Mortgage Loan
prepared by or which come into the possession of the Seller (other than the
records and documents described in the proviso to Section 3(a) hereof) shall
immediately vest in the Purchaser and immediately thereafter the Trustee. The
Seller's records will accurately reflect the sale of each Mortgage Loan to the
Purchaser. The Depositor will sell the Class A-1, Class A-2, Class A-3A, Class
A-3FL, Class A-3B, Class A-4, Class A-SB, Class A-1A, Class X, Class A-M, Class
A-J, Class B, Class C, Class D and Class E Certificates (the "Offered
Certificates") to the underwriters (the "Underwriters") specified in the
underwriting agreement dated June 23, 2006 (the "Underwriting Agreement")
between the Depositor and J.P. Morgan Securities Inc. ("JPMSI") for itself and
as representative of the several underwriters identified therein, and the
Depositor will sell the Class F Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class P, Class Q and Class NR Certificates (the "Private
Certificates") to JPMSI, the initial purchaser (together with the Underwriters,
the "Dealers") specified in the certificate purchase agreement dated June 23,
2006 (the "Certificate Purchase Agreement"), between the Depositor and JPMSI for
itself and as representative of the initial purchasers identified therein.
The sale and conveyance of the Mortgage Loans is being conducted on
an arms length basis and upon commercially reasonable terms. As the purchase
price for the Mortgage Loans, the Purchaser shall pay to the Seller or at the
Seller's direction in immediately available funds the sum of $
(which amount is inclusive of accrued interest and exclusive of the Seller's pro
rata share of the costs set forth in Section 9 hereof). The purchase and sale of
the Mortgage Loans shall take place on the Closing Date.
SECTION 2. Books and Records; Certain Funds Received After the
Cut-off Date. From and after the sale of the Mortgage Loans to the Purchaser,
record title to each Mortgage and the related Mortgage Note shall be transferred
to the Trustee in accordance with this Agreement. Any funds due after the
Cut-off Date in connection with a Mortgage Loan received by the Seller shall be
held in trust for the benefit of the Trustee as the owner of such Mortgage Loan
and shall be transferred promptly to the applicable Master Servicer. All
scheduled payments of principal and interest due on or before the Cut-off Date
but collected after the Cut-off Date, and recoveries of principal and interest
collected on or before the Cut-off Date (only in respect of principal and
interest on the Mortgage Loans due on or before the Cut-off Date and principal
prepayments thereon), shall belong to, and shall be promptly remitted to, the
Seller.
The transfer of each Mortgage Loan shall be reflected on the
Seller's balance sheets and other financial statements as a sale of the Mortgage
Loans by the Seller to the Purchaser. The Seller intends to treat the transfer
of each Mortgage Loan to the Purchaser as a sale for tax purposes.
The transfer of each Mortgage Loan shall be reflected on the
Purchaser's balance sheets and other financial statements as a purchase of the
Mortgage Loans by the Purchaser from the Seller. The Purchaser intends to treat
the transfer of each Mortgage Loan from the Seller as a purchase for tax
purposes.
SECTION 3. Delivery of Mortgage Loan Documents; Additional Costs and
Expenses. (a) The Purchaser hereby directs the Seller, and the Seller hereby
agrees, upon the transfer of the Mortgage Loans contemplated herein, to deliver
on the Closing Date to the Trustee or a Custodian appointed thereby, all
documents, instruments and agreements required to be delivered by the Purchaser
to the Trustee with respect to the Mortgage Loans under Sections 2.01(b) and
2.01(c) of the Pooling and Servicing Agreement, and meeting all the requirements
of such Sections 2.01(b) and 2.01(c), and such other documents, instruments and
agreements as the Purchaser or the Trustee shall reasonably request. In
addition, the Seller agrees to deliver or cause to be delivered to the Master
Servicer, the Servicing File for each Mortgage Loan transferred pursuant to this
Agreement; provided that the Seller shall not be required to deliver any draft
documents, or any attorney client communications which are privileged
communications or constitute legal or other due diligence analyses, or internal
communications of the Seller or its affiliates, or credit underwriting or other
analyses or data.
(b) With respect to the transfer described in Section 1 hereof, if
the Mortgage Loan documents do not require the related Mortgagor to pay any
costs and expenses relating to any modifications to a related letter of credit
which modifications are required to effectuate such transfer (the "Transfer
Modification Costs"), then the Seller shall pay the Transfer Modification Costs
required to transfer the letter of credit to the Purchaser as described in such
Section 1; provided that if the Mortgage Loan documents require the related
Mortgagor to pay any Transfer Modification Costs, such Transfer Modification
Costs shall be an expense of the Mortgagor unless such Mortgagor fails to pay
such Transfer Modification Costs after the Master Servicer has exercised all
remedies available under the applicable Mortgage Loan documents to collect such
Transfer Modification Costs from such Mortgagor, in which case the Master
Servicer shall give the Seller notice of such failure and the amount of such
Transfer Modification costs and the Seller shall pay such Transfer Modification
Costs.
SECTION 4. Treatment as a Security Agreement. The Seller,
concurrently with the execution and delivery hereof, has conveyed to the
Purchaser, all of its right, title and interest in and to the Mortgage Loans.
The parties intend that such conveyance of the Seller's right, title and
interest in and to the Mortgage Loans pursuant to this Agreement shall
constitute a purchase and sale and not a loan. If such conveyance is deemed to
be a pledge and not a sale, then the parties also intend and agree that the
Seller shall be deemed to have granted, and in such event does hereby grant, to
the Purchaser, a first priority security interest in all of its right, title and
interest in, to and under the Mortgage Loans, all payments of principal or
interest on such Mortgage Loans due after the Cut-off Date, all other payments
made in respect of such Mortgage Loans after the Cut-off Date (except to the
extent such payments were due on or before the Cut-off Date) and all proceeds
thereof and that this Agreement shall constitute a security agreement under
applicable law. If such conveyance is deemed to be a pledge and not a sale, the
Seller consents to the Purchaser hypothecating and transferring such security
interest in favor of the Trustee and transferring the obligation secured thereby
to the Trustee.
SECTION 5. Covenants of the Seller. The Seller covenants with the
Purchaser as follows:
(a) it shall record or cause a third party to record in the
appropriate public recording office for real property the intermediate
assignments of the Mortgage Loans and the Assignments of Mortgage from the
Seller to the Trustee in connection with the Pooling and Servicing Agreement.
All recording fees relating to the initial recordation of such intermediate
assignments and Assignments of Mortgage shall be paid by the Seller;
(b) it shall take any action reasonably required by the Purchaser,
the Trustee or the Master Servicer, in order to assist and facilitate in the
transfer of the servicing of the Mortgage Loans to the Master Servicer,
including effectuating the transfer of any letters of credit with respect to any
Mortgage Loan to the Master Servicer on behalf of the Trustee for the benefit of
Certificateholders. Prior to the date that a letter of credit, if any, with
respect to any Mortgage Loan is transferred to the Master Servicer, the Seller
will cooperate with the reasonable requests of the Master Servicer or Special
Servicer, as applicable, in connection with effectuating a draw under such
letter of credit as required under the terms of the related Mortgage Loan
documents;
(c) if, during such period of time after the first date of the
public offering of the Offered Certificates as in the opinion of counsel for the
Underwriters, a prospectus relating to the Offered Certificates is required by
applicable law to be delivered in connection with sales thereof by an
Underwriter or a Dealer, any event shall occur as a result of which it is
necessary to amend or supplement the Prospectus Supplement, including Annexes
A-1, A-2, A-3 and B thereto and the Diskette included therewith, with respect to
any information relating to the Mortgage Loans or the Seller, in order to make
the statements therein, in the light of the circumstances when the Prospectus
Supplement is delivered to a purchaser, not misleading, or if it is necessary to
amend or supplement the Prospectus Supplement, including Annexes A-1, A-2, A-3
and B thereto and the Diskette included therewith, with respect to any
information relating to the Mortgage Loans or the Seller, to comply with
applicable law, the Seller shall do all things necessary to assist the Depositor
to prepare and furnish, at the expense of the Seller (to the extent that such
amendment or supplement relates to the Seller, the Mortgage Loans listed on
Exhibit A and/or any information relating to the same, as provided by the
Seller), to the Underwriters such amendments or supplements to the Prospectus
Supplement as may be necessary, so that the statements in the Prospectus
Supplement as so amended or supplemented, including Annexes A-1, A-2, A-3 and B
thereto and the Diskette included therewith, with respect to any information
relating to the Mortgage Loans or the Seller, will not, in the light of the
circumstances when the Prospectus is so amended or supplemented, be misleading
or so that the Prospectus Supplement, including Annexes A-1, A-2, A-3 and B
thereto and the Diskette included therewith, with respect to any information
relating to the Mortgage Loans or the Seller, will comply with applicable law.
All terms used in this clause (c) and not otherwise defined herein shall have
the meaning set forth in the Indemnification Agreement, dated as of June 23,
2006 between the Purchaser and the Seller (the "Indemnification Agreement"); and
(d) for so long as the Trust is subject to the reporting
requirements of the Exchange Act, the Seller shall provide the Purchaser (or
with respect to any Serviced A2 Note or any Companion Loan that is deposited
into an Other Securitization or a Regulation AB Companion Loan Securitization,
the depositor in such Other Securitization or Regulation AB Companion Loan
Securitization) and the Trustee with any Additional Form 10-D Disclosure and any
Additional Form 10-K Disclosure set forth next to the Purchaser's name (only
with respect to disclosure related to Items 1117 or 1119 of Regulation AB) on
Schedule X and Schedule Y of the Pooling and Servicing Agreement within the time
periods set forth in the Pooling and Servicing Agreement.
SECTION 6. Representations and Warranties.
(a) The Seller represents and warrants to the Purchaser as of the
Closing Date that:
(i) it is a corporation, duly organized, validly existing and in
good standing under the laws of the State of Delaware;
(ii) it has the power and authority to own its property and to carry
on its business as now conducted;
(iii) it has the power to execute, deliver and perform this
Agreement;
(iv) it is legally authorized to transact business in the State of
New York. The Seller is in compliance with the laws of each state in which
any Mortgaged Property is located to the extent necessary so that a
subsequent holder of the related Mortgage Loan (including, without
limitation, the Purchaser) that is in compliance with the laws of such
state would not be prohibited from enforcing such Mortgage Loan solely by
reason of any non-compliance by the Seller;
(v) the execution, delivery and performance of this Agreement by the
Seller have been duly authorized by all requisite action by the Seller's
board of directors and will not violate or breach any provision of its
organizational documents;
(vi) this Agreement has been duly executed and delivered by the
Seller and constitutes a legal, valid and binding obligation of the
Seller, enforceable against it in accordance with its terms (except as
enforcement thereof may be limited by bankruptcy, receivership,
conservatorship, reorganization, insolvency, moratorium or other laws
affecting the enforcement of creditors' rights generally and by general
equitable principles regardless of whether enforcement is considered in a
proceeding in equity or at law);
(vii) there are no legal or governmental proceedings pending to
which the Seller is a party or of which any property of the Seller is the
subject which, if determined adversely to the Seller, would reasonably be
expected to adversely affect (A) the transfer of the Mortgage Loans and
the Mortgage Loan documents as contemplated herein, (B) the execution and
delivery by the Seller or enforceability against the Seller of the
Mortgage Loans or this Agreement, or (C) the performance of the Seller's
obligations hereunder;
(viii) it has no actual knowledge that any statement, report,
officer's certificate or other document prepared and furnished or to be
furnished by the Seller in connection with the transactions contemplated
hereby (including, without limitation, any financial cash flow models and
underwriting file abstracts furnished by the Seller) contains any untrue
statement of a material fact or omits to state a material fact necessary
in order to make the statements contained therein, in the light of the
circumstances under which they were made, not misleading;
(ix) it is not, nor with the giving of notice or lapse of time or
both would be, in violation of or in default under any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument
to which it is a party or by which it or any of its properties is bound,
except for violations and defaults which individually and in the aggregate
would not have a material adverse effect on the transactions contemplated
herein; the sale of the Mortgage Loans and the performance by the Seller
of all of its obligations under this Agreement and the consummation by the
Seller of the transactions herein contemplated do not conflict with or
result in a breach of any of the terms or provisions of, or constitute a
default under, any material indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Seller is a party
or by which the Seller is bound or to which any of the property or assets
of the Seller is subject, nor will any such action result in any violation
of the provisions of any applicable law or statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction
over the Seller, or any of its properties, except for conflicts, breaches,
defaults and violations which individually and in the aggregate would not
have a material adverse effect on the transactions contemplated herein;
and no consent, approval, authorization, order, license, registration or
qualification of or with any such court or governmental agency or body is
required for the consummation by the Seller of the transactions
contemplated by this Agreement, other than any consent, approval,
authorization, order, license, registration or qualification that has been
obtained or made;
(x) it has either (A) not dealt with any Person (other than the
Purchaser or the Dealers or their respective affiliates or any servicer of
a Mortgage Loan) that may be entitled to any commission or compensation in
connection with the sale or purchase of the Mortgage Loans or entering
into this Agreement or (B) paid in full any such commission or
compensation (except with respect to any servicer of a Mortgage Loan, any
commission or compensation that may be due and payable to such servicer if
such servicer is terminated and does not continue to act as a servicer);
and
(xi) it is solvent and the sale of the Mortgage Loans hereunder will
not cause it to become insolvent; and the sale of the Mortgage Loans is
not undertaken with the intent to hinder, delay or defraud any of the
Seller's creditors.
(b) The Purchaser represents and warrants to the Seller as of the
Closing Date that:
(i) it is a corporation duly organized, validly existing, and in
good standing in the State of Delaware;
(ii) it is duly qualified as a foreign corporation in good standing
in all jurisdictions in which ownership or lease of its property or the
conduct of its business requires such qualification, except where the
failure to be so qualified would not have a material adverse effect on the
Purchaser, and the Purchaser is conducting its business so as to comply in
all material respects with the applicable statutes, ordinances, rules and
regulations of each jurisdiction in which it is conducting business;
(iii) it has the power and authority to own its property and to
carry on its business as now conducted;
(iv) it has the power to execute, deliver and perform this
Agreement, and neither the execution and delivery by the Purchaser of this
Agreement, nor the consummation by the Purchaser of the transactions
herein contemplated, nor the compliance by the Purchaser with the
provisions hereof, will (A) conflict with or result in a breach of, or
constitute a default under, any of the provisions of the certificate of
incorporation or by-laws of the Purchaser or any of the provisions of any
law, governmental rule, regulation, judgment, decree or order binding on
the Purchaser or any of its properties, or any indenture, mortgage,
contract or other instrument or agreement to which the Purchaser is a
party or by which it is bound, or (B) result in the creation or imposition
of any lien, charge or encumbrance upon any of the Purchaser's property
pursuant to the terms of any such indenture, mortgage, contract or other
instrument or agreement;
(v) this Agreement constitutes a legal, valid and binding obligation
of the Purchaser enforceable against it in accordance with its terms
(except as enforcement thereof may be limited by (a) bankruptcy,
receivership, conservatorship, reorganization, insolvency, moratorium or
other laws affecting the enforcement of creditors' rights generally and
(b) general equitable principles (regardless of whether enforcement is
considered in a proceeding in equity or law));
(vi) there are no legal or governmental proceedings pending to which
the Purchaser is a party or of which any property of the Purchaser is the
subject which, if determined adversely to the Purchaser, might interfere
with or adversely affect the consummation of the transactions contemplated
herein and in the Pooling and Servicing Agreement; to the best of the
Purchaser's knowledge, no such proceedings are threatened or contemplated
by any governmental authorities or threatened by others;
(vii) it is not in default with respect to any order or decree of
any court or any order, regulation or demand of any federal, state
municipal or governmental agency, which default might have consequences
that would materially and adversely affect the condition (financial or
other) or operations of the Purchaser or its properties or might have
consequences that would materially and adversely affect its performance
hereunder;
(viii) it has not dealt with any broker, investment banker, agent or
other person, other than the Seller, the Dealers and their respective
affiliates, that may be entitled to any commission or compensation in
connection with the purchase and sale of the Mortgage Loans or the
consummation of any of the transactions contemplated hereby;
(ix) all consents, approvals, authorizations, orders or filings of
or with any court or governmental agency or body, if any, required for the
execution, delivery and performance of this Agreement by the Purchaser
have been obtained or made; and
(x) it has not intentionally violated any provisions of the United
States Secrecy Act, the United States Money Laundering Control Act of 1986
or the United States International Money Laundering Abatement and
Anti-Terrorism Financing Act of 2001.
(c) The Seller further makes the representations and warranties as
to the Mortgage Loans set forth in Exhibit B as of the Closing Date (or as of
such other date if specifically provided in the particular representation or
warranty), which representations and warranties are subject to the exceptions
thereto set forth in Exhibit C. Neither the delivery by the Seller of the
Mortgage Files, Servicing Files, or any other documents required to be delivered
under Section 2.01 of the Pooling and Servicing Agreement, nor the review
thereof or any other due diligence by the Trustee, Master Servicer, Special
Servicer, a Certificate Owner or any other Person shall relieve the Seller of
any liability or obligation with respect to any representation or warranty or
otherwise under this Agreement or constitute notice to any Person of a Breach or
Defect.
(d) Pursuant to this Agreement or Section 2.03(b) of the Pooling and
Servicing Agreement, the Seller and the Purchaser shall be given notice of any
Breach or Defect that materially and adversely affects the value of any Mortgage
Loan, the value of the related Mortgaged Property or the interests of the
Trustee or any Certificateholder therein.
(e) Upon notice pursuant to Section 6(d) above, the Seller shall,
not later than 90 days from the earlier of the Seller's receipt of the notice
or, in the case of a Defect or Breach relating to a Mortgage Loan not being a
"qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, but
without regard to the rule of Treasury Regulation Section 1.860G-2(f)(2) that
causes a defective mortgage loan to be treated as a qualified mortgage, the
Seller's discovery of such Breach or Defect (the "Initial Resolution Period"),
(i) cure such Defect or Breach, as the case may be, in all material respects,
(ii) repurchase the affected Mortgage Loan at the applicable Repurchase Price
(as defined below) or (iii) substitute a Qualified Substitute Mortgage Loan (as
defined below) for such affected Mortgage Loan (provided that in no event shall
any such substitution occur later than the second anniversary of the Closing
Date) and pay the applicable Master Servicer for deposit into the Certificate
Account, any Substitution Shortfall Amount (as defined below) in connection
therewith; provided, however, that except with respect to a Defect resulting
solely from the failure by the Seller to deliver to the Trustee or Custodian the
actual policy of lender's title insurance required pursuant to clause (ix) of
the definition of Mortgage File by a date not later than 18 months following the
Closing Date, if such Breach or Defect is capable of being cured but is not
cured within the Initial Resolution Period, and the Seller has commenced and is
diligently proceeding with the cure of such Breach or Defect within the Initial
Resolution Period, the Seller shall have an additional 90 days commencing
immediately upon the expiration of the Initial Resolution Period (the "Extended
Resolution Period") to complete such cure (or, failing such cure, to repurchase
the related Mortgage Loan or substitute a Qualified Substitute Mortgage Loan as
described above); and provided, further, that with respect to the Extended
Resolution Period the Seller shall have delivered an officer's certificate to
the Rating Agencies, the Master Servicer, the Special Servicer, the Trustee and
the Directing Certificateholder setting forth the reason such Breach or Defect
is not capable of being cured within the Initial Resolution Period and what
actions the Seller is pursuing in connection with the cure thereof and stating
that the Seller anticipates that such Breach or Defect will be cured within the
Extended Resolution Period. Notwithstanding the foregoing, any Defect or Breach
which causes any Mortgage Loan not to be a "qualified mortgage" (within the
meaning of Section 860G(a)(3) of the Code, without regard to the rule of
Treasury Regulations Section 1.860G-2(f)(2) which causes a defective mortgage
loan to be treated as a qualified mortgage) shall be deemed to materially and
adversely affect the interests of the holders of the Certificates therein, and
such Mortgage Loan shall be repurchased or a Qualified Substitute Mortgage Loan
substituted in lieu thereof without regard to the extended cure period described
in the preceding sentence. If the affected Mortgage Loan is to be repurchased,
the Seller shall remit the Repurchase Price (defined below) in immediately
available funds to the Trustee.
If any Breach pertains to a representation or warranty that the
related Mortgage Loan documents or any particular Mortgage Loan document
requires the related Mortgagor to bear the costs and expenses associated with
any particular action or matter under such Mortgage Loan document(s), then
Seller shall cure such Breach within the applicable cure period (as the same may
be extended) by reimbursing the Trust Fund (by wire transfer of immediately
available funds) the reasonable amount of any such costs and expenses incurred
by the Master Servicer, the Special Servicer, the Trustee or the Trust Fund that
are the basis of such Breach and have not been reimbursed by the related
Mortgagor; provided, however, that in the event any such costs and expenses
exceed $10,000, the Seller shall have the option to either repurchase or
substitute for the related Mortgage Loan as provided above or pay such costs and
expenses. Except as provided in the proviso to the immediately preceding
sentence, the Seller shall remit the amount of such costs and expenses and upon
its making such remittance, the Seller shall be deemed to have cured such Breach
in all respects. To the extent any fees or expenses that are the subject of a
cure by the Seller are subsequently obtained from the related Mortgagor, the
portion of the cure payment equal to such fees or expenses obtained from the
Mortgagor shall be returned to the Seller pursuant to Section 2.03(f) of the
Pooling and Servicing Agreement. Notwithstanding the foregoing, the sole remedy
with respect to any breach of the representation set forth in the second to last
sentence of clause (32) of Exhibit B hereto shall be payment by the Seller of
such costs and expenses without respect to the materiality of such breach.
Any of the following will cause a document in the Mortgage File to
be deemed to have a Defect and to be conclusively presumed to materially and
adversely affect the interests of Certificateholders in a Mortgage Loan and to
be deemed to materially and adversely affect the interests of the
Certificateholders in and the value of a Mortgage Loan: (a) the absence from the
Mortgage File of the original signed Mortgage Note, unless the Mortgage File
contains a signed lost note affidavit and indemnity with a copy of the Mortgage
Note that appears to be regular on its face; (b) the absence from the Mortgage
File of the original signed Mortgage that appears to be regular on its face,
unless there is included in the Mortgage File a certified copy of the Mortgage
and a certificate stating that the original signed Mortgage was sent for
recordation; (c) the absence from the Mortgage File of the lender's title
insurance policy (or if the policy has not yet been issued, an original or copy
of a "marked up" written commitment or the pro-forma or specimen title insurance
policy or a commitment to issue the same pursuant to written escrow instructions
signed by the title insurance company) called for by clause (ix) of the
definition of "Mortgage File" in the Pooling and Servicing Agreement; (d) the
absence from the Mortgage File of any required letter of credit; (e) with
respect to any leasehold mortgage loan, the absence from the related Mortgage
File of a copy (or an original, if available) of the related Ground Lease; or
(f) the absence from the Mortgage File of any intervening assignments required
to create a complete chain of assignments to the Trustee on behalf of the Trust,
unless there is included in the Mortgage File a certified copy of the
intervening assignment and a certificate stating that the original intervening
assignments were sent for recordation; provided, however, that no Defect (except
the Defects previously described in clauses (a) through (f)) shall be considered
to materially and adversely affect the value of any Mortgage Loan, the value of
the related Mortgaged Property or the interests of the Trustee or any
Certificateholder therein unless the document with respect to which the Defect
exists is required in connection with an imminent enforcement of the Mortgagee's
rights or remedies under the related Mortgage Loan, defending any claim asserted
by any borrower or third party with respect to the Mortgage Loan, establishing
the validity or priority of any lien on any collateral securing the Mortgage
Loan or for any immediate significant servicing obligation. Notwithstanding the
foregoing, the delivery of executed escrow instructions or a commitment to issue
a lender's title insurance policy, as provided in clause (ix) of the definition
of "Mortgage File" in the Pooling and Servicing Agreement, in lieu of the
delivery of the actual policy of lender's title insurance, shall not be
considered a Defect or Breach with respect to any Mortgage File if such actual
policy is delivered to the Trustee or its Custodian within 18 months after the
Closing Date.
If (i) any Mortgage Loan is required to be repurchased or
substituted for in the manner described in the first paragraph of this Section
6(e), (ii) such Mortgage Loan is a Crossed Loan, and (iii) the applicable Defect
or Breach does not constitute a Defect or Breach, as the case may be, as to any
other Crossed Loan in such Crossed Group (without regard to this paragraph),
then the applicable Defect or Breach, as the case may be, will be deemed to
constitute a Defect or Breach, as the case may be, as to each other Crossed Loan
in the Crossed Group for purposes of this paragraph, and the Seller will be
required to repurchase or substitute for all of the remaining Crossed Loans in
the related Crossed Group as provided in the first paragraph of this Section
6(e) unless such other Crossed Loans in such Crossed Group satisfy the Crossed
Loan Repurchase Criteria, and the Mortgage Loan affected by the applicable
Defect or Breach and the Qualified Substitute Mortgage Loan, if any, satisfy all
other criteria for substitution and repurchase of Mortgage Loans set forth
herein. In the event that the remaining Crossed Loans satisfy the aforementioned
criteria, the Seller may elect either to repurchase or substitute for only the
affected Crossed Loan as to which the related Breach or Defect exists or to
repurchase or substitute for all of the Crossed Loans in the related Crossed
Group. The Seller shall be responsible for the cost of any Appraisal required to
be obtained by the Master Servicer to determine if the Crossed Loan Repurchase
Criteria have been satisfied, so long as the scope and cost of such Appraisal
has been approved by the Seller (such approval not to be unreasonably withheld).
To the extent that the Seller is required to repurchase or
substitute for a Crossed Loan hereunder in the manner prescribed above while the
Trustee continues to hold any other Crossed Loans in such Crossed Group, neither
the Seller nor the Purchaser shall enforce any remedies against the other's
Primary Collateral, but each is permitted to exercise remedies against the
Primary Collateral securing its respective Crossed Loans, including with respect
to the Trustee, the Primary Collateral securing Crossed Loans still held by the
Trustee.
If the exercise of remedies by one party would materially impair the
ability of the other party to exercise its remedies with respect to the Primary
Collateral securing the Crossed Loans held by such party, then the Seller and
the Purchaser shall forbear from exercising such remedies until the Mortgage
Loan documents evidencing and securing the relevant Crossed Loans can be
modified in a manner that complies with this Agreement to remove the threat of
material impairment as a result of the exercise of remedies or some other
accommodation can be reached. Any reserve or other cash collateral or letters of
credit securing the Crossed Loans shall be allocated between such Crossed Loans
in accordance with the Mortgage Loan documents, or otherwise on a pro rata basis
based upon their outstanding Stated Principal Balances. Notwithstanding the
foregoing, if a Crossed Loan included in the Trust Fund is modified to terminate
the related cross collateralization and/or cross default provisions, as a
condition to such modification, the Seller shall furnish to the Trustee an
Opinion of Counsel that any modification shall not cause an Adverse REMIC Event.
Any expenses incurred by the Purchaser in connection with such modification or
accommodation (including but not limited to recoverable attorney fees) shall be
paid by the Seller.
The "Repurchase Price" with respect to any Mortgage Loan or REO Loan
to be repurchased pursuant to this Agreement and Section 2.03 of the Pooling and
Servicing Agreement, shall have the meaning given to the term "Purchase Price"
in the Pooling and Servicing Agreement.
A "Qualified Substitute Mortgage Loan" with respect to any Mortgage
Loan or REO Loan to be substituted pursuant to this Agreement and Section 2.03
of the Pooling and Servicing Agreement, shall have the meaning given to such
term in the Pooling and Servicing Agreement.
A "Substitution Shortfall Amount" with respect to any Mortgage Loan
or REO Loan to be substituted pursuant to this Agreement and Section 2.03 of the
Pooling and Servicing Agreement, shall have the meaning given to such term in
the Pooling and Servicing Agreement.
In connection with any repurchase or substitution of one or more
Mortgage Loans contemplated hereby, (i) the Purchaser shall execute and deliver,
or cause the execution and delivery of, such endorsements and assignments,
without recourse, as shall be necessary to vest in the Seller the legal and
beneficial ownership of each repurchased Mortgage Loan or replaced Mortgage
Loan, as applicable, (ii) the Purchaser shall deliver, or cause the delivery, to
the Seller of all portions of the Mortgage File and other documents (including
the Servicing File) pertaining to such Mortgage Loan possessed by the Trustee,
or on the Trustee's behalf, and (iii) the Purchaser shall release, or cause to
be released, to the Seller any escrow payments and reserve funds held by the
Trustee, or on the Trustee's behalf, in respect of such repurchased or replaced
Mortgage Loans.
(f) The representations and warranties of the parties hereto shall
survive the execution and delivery and any termination of this Agreement and
shall inure to the benefit of the respective parties, notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes or Assignment of
Mortgage or the examination of the Mortgage Files.
(g) Each party hereby agrees to promptly notify the other party of
any Breach of a representation or warranty contained in this Section 6. The
Seller's obligation to cure any Breach or Defect or repurchase or substitute for
the affected Mortgage Loan pursuant to Section 6(e) herein shall constitute the
sole remedy available to the Purchaser in connection with a Breach or Defect
(subject to the last sentence of the second paragraph of Section 6(e)). It is
acknowledged and agreed that the representations and warranties are being made
for risk allocation purposes only; provided, however, that no limitation of
remedy is implied with respect to the Seller's breach of its obligation to cure,
repurchase or substitute in accordance with the terms and conditions of this
Agreement.
SECTION 7. Conditions to Closing. The obligations of the Purchaser
to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior
to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed
by it at or prior to the Closing Date pursuant to the terms of this Agreement
shall have been duly performed and complied with and all of the representations
and warranties of the Seller under this Agreement shall be true and correct in
all material respects as of the Closing Date, and no event shall have occurred
as of the Closing Date which, with notice or passage of time, would constitute a
default under this Agreement, and the Purchaser shall have received a
certificate to the foregoing effect signed by an authorized officer of the
Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional
closing documents:
(i) copies of the Seller's certificate of incorporation and by-laws,
certified as of a recent date by the Secretary or Assistant Secretary of
the Seller;
(ii) an original or copy of a certificate of good standing of the
Seller issued by the Secretary of the State of Delaware dated not earlier
than sixty days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and substance
satisfactory to the Purchaser and its counsel, substantially to the effect
that:
(A) the Seller is a corporation, duly organized, validly
existing and in good standing under the laws of the State of
Delaware;
(B) the Seller has the power to conduct its business as now
conducted and to incur and perform its obligations under this
Agreement and the Indemnification Agreement;
(C) all necessary corporate or other action has been taken by
the Seller to authorize the execution, delivery and performance of
this Agreement and the Indemnification Agreement by the Seller and
this Agreement is a legal, valid and binding agreement of the Seller
enforceable against the Seller, whether such enforcement is sought
in a procedure at law or in equity, except to the extent such
enforcement may be limited by bankruptcy or other similar creditors'
laws or principles of equity and public policy considerations
underlying the securities laws, to the extent that such public
policy considerations limit the enforceability of the provisions of
the Agreement which purport to provide indemnification with respect
to securities law violations;
(D) the Seller's execution and delivery of, and the Seller's
performance of its obligations under, each of this Agreement and the
Indemnification Agreement do not and will not conflict with the
Seller's articles of association or by-laws or conflict with or
result in the breach of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust,
loan agreement or other material agreement or instrument to which
the Seller is a party or by which the Seller is bound, or to which
any of the property or assets of the Seller is subject or violate
any provisions of law or conflict with or result in the breach of
any order of any court or any governmental body binding on the
Seller;
(E) there is no litigation, arbitration or mediation pending
before any court, arbitrator, mediator or administrative body, or to
such counsel's actual knowledge, threatened, against the Seller
which (i) questions, directly or indirectly, the validity or
enforceability of this Agreement or the Indemnification Agreement or
(ii) would, if decided adversely to the Seller, either individually
or in the aggregate, reasonably be expected to have a material
adverse effect on the ability of the Seller to perform its
obligations under this Agreement or the Indemnification Agreement;
and
(F) no consent, approval, authorization, order, license,
registration or qualification of or with federal court or
governmental agency or body is required for the consummation by the
Seller of the transactions contemplated by this Agreement and the
Indemnification Agreement, except such consents, approvals,
authorizations, orders, licenses, registrations or qualifications as
have been obtained; and
(iv) a letter from counsel of the Seller to the effect that nothing
has come to such counsel's attention that would lead such counsel to
believe that the Prospectus Supplement as of the date thereof or as of the
Closing Date contains, with respect to the Seller or the Mortgage Loans,
any untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements therein relating to the Seller
or the Mortgage Loans, in the light of the circumstances under which they
were made, not misleading.
(c) The Offered Certificates shall have been concurrently issued and
sold pursuant to the terms of the Underwriting Agreement. The Private
Certificates shall have been concurrently issued and sold pursuant to the terms
of the Certificate Purchase Agreement.
(d) The Seller shall have executed and delivered concurrently
herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other
certificates of its officers or others and such other documents and opinions to
evidence fulfillment of the conditions set forth in this Agreement as the
Purchaser and its counsel may reasonably request.
SECTION 8. Closing. The closing for the purchase and sale of the
Mortgage Loans shall take place at the office of Cadwalader, Wickersham & Taft
LLP, Charlotte, North Carolina, at 10:00 a.m., on the Closing Date or such other
place and time as the parties shall agree. The parties hereto agree that time is
of the essence with respect to this Agreement.
SECTION 9. Expenses. The Seller will pay its pro rata share (the
Seller's pro rata portion to be determined according to the percentage that the
aggregate principal balance as of the Cut-off Date of all the Mortgage Loans
represents in proportion to the aggregate principal balance as of the Cut-off
Date of all the mortgage loans to be included in the Trust Fund) of all costs
and expenses of the Purchaser in connection with the transactions contemplated
herein, including, but not limited to: (i) the costs and expenses of the
Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs
and expenses of reproducing and delivering the Pooling and Servicing Agreement
and printing (or otherwise reproducing) and delivering the Certificates; (iii)
the reasonable and documented fees, costs and expenses of the Trustee and its
counsel incurred in connection with the Trustee entering into the Pooling and
Servicing Agreement; (iv) the fees and disbursements of a firm of certified
public accountants selected by the Purchaser and the Seller with respect to
numerical information in respect of the Mortgage Loans and the Certificates
included in the Prospectus, the Memoranda (as defined in the Indemnification
Agreement) and any related 8-K Information (as defined in the Underwriting
Agreement), or items similar to the 8-K Information, including the cost of
obtaining any "comfort letters" with respect to such items; (v) the costs and
expenses in connection with the qualification or exemption of the Certificates
under state securities or blue sky laws, including filing fees and reasonable
fees and disbursements of counsel in connection therewith; (vi) the costs and
expenses in connection with any determination of the eligibility of the
Certificates for investment by institutional investors in any jurisdiction and
the preparation of any legal investment survey, including reasonable fees and
disbursements of counsel in connection therewith; (vii) the costs and expenses
in connection with printing (or otherwise reproducing) and delivering the
Registration Statement, Prospectus and Memoranda, and the reproduction and
delivery of this Agreement and the furnishing to the Underwriters of such copies
of the Registration Statement, Prospectus, Memoranda and this Agreement as the
Underwriters may reasonably request; (viii) the fees of the rating agency or
agencies requested to rate the Certificates and (ix) the reasonable fees and
expenses of Thacher Proffitt & Wood LLP, counsel to the Underwriters, and
Cadwalader, Wickersham & Taft LLP, counsel to the Depositor.
SECTION 10. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement. Furthermore, the
parties shall in good faith endeavor to replace any provision held to be invalid
or unenforceable with a valid and enforceable provision which most closely
resembles, and which has the same economic effect as, the provision held to be
invalid or unenforceable.
SECTION 11. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York without regard to conflicts of
law principles and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
SECTION 12. No Third Party Beneficiaries. The parties do not intend
the benefits of this Agreement to inure to any third party except as expressly
set forth in Section 13.
SECTION 13. Assignment. The Seller hereby acknowledges that the
Purchaser has, concurrently with the execution hereof, executed and delivered
the Pooling and Servicing Agreement and that, in connection therewith, it has
assigned its rights hereunder to the Trustee for the benefit of the
Certificateholders to the extent set forth in the Pooling and Servicing
Agreement and that the rights so assigned may be further assigned to, and shall
inure to the benefit of, any successor trustee under the Pooling and Servicing
Agreement. The Seller hereby acknowledges its obligations (subject to the
provisions hereof), including that of expense reimbursement, pursuant to
Sections 2.01, 2.02 and 2.03 of the Pooling and Servicing Agreement. Except as
set forth hereinabove and in the Pooling and Servicing Agreement, the
representations and warranties of the Seller made hereunder and the remedies
provided hereunder with respect to Breaches or Defects may not be further
assigned by the Purchaser, the Trustee or any successor trustee. No owner of a
Certificate issued pursuant to the Pooling and Servicing Agreement shall be
deemed a successor or permitted assign because of such ownership. This Agreement
shall bind and inure to the benefit of, and be enforceable by, the Seller, the
Purchaser and their permitted successors and permitted assigns. The warranties
and representations and the agreements made by the Seller herein shall survive
delivery of the Mortgage Loans to the Trustee until the termination of the
Pooling and Servicing Agreement.
SECTION 14. Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given upon
receipt by the intended recipient if personally delivered at or couriered, sent
by facsimile transmission or mailed by first class or registered mail, postage
prepaid, to (i) in the case of the Purchaser, J.P. Morgan Chase Commercial
Mortgage Securities Corp., 270 Park Avenue, New York, New York 10017, Attention:
Dennis Schuh, fax number (212) 834 6593 with a copy to Bianca Russo, fax number
(212) 834 6593, (ii) in the case of the Seller, Nomura Credit & Capital, Inc., 2
World Financial Center, Building B, New York, New York 10281 1198, Attention: N.
Dante LaRocca, fax number: (646) 587 9804, and (iii) in the case of any of the
preceding parties, such other address or fax number as may hereafter be
furnished to the other party in writing by such party.
SECTION 15. Amendment. This Agreement may be amended only by a
written instrument which specifically refers to this Agreement and is executed
by the Purchaser and the Seller; provided, however, that unless such amendment
is to cure an ambiguity, mistake or inconsistency in this Agreement, no
amendment shall be permitted unless each Rating Agency has delivered a written
confirmation that such amendment will not result in a downgrade, withdrawal or
qualification of the then current ratings of the Certificates and the cost of
obtaining any Rating Agency confirmation shall be borne by the party requesting
such amendment. This Agreement shall not be deemed to be amended orally or by
virtue of any continuing custom or practice. No amendment to the Pooling and
Servicing Agreement which relates to defined terms contained therein or any
obligations of the Seller whatsoever shall be effective against the Seller
unless the Seller shall have agreed to such amendment in writing.
SECTION 16. Counterparts. This Agreement may be executed in any
number of counterparts, and by the parties hereto in separate counterparts, each
of which when executed and delivered shall be deemed to be an original and all
of which taken together shall constitute one and the same instrument.
SECTION 17. Exercise of Rights. No failure or delay on the part of
any party to exercise any right, power or privilege under this Agreement and no
course of dealing between the Seller and the Purchaser shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or
privilege under this Agreement preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. Except as set forth in
Section 6 herein, the rights and remedies herein expressly provided are
cumulative and not exclusive of any rights or remedies which any party would
otherwise have pursuant to law or equity. Except as set forth in Section 6
herein, no notice to or demand on any party in any case shall entitle such party
to any other or further notice or demand in similar or other circumstances, or
constitute a waiver of the right of either party to any other or further action
in any circumstances without notice or demand.
SECTION 18. No Partnership. Nothing herein contained shall be deemed
or construed to create a partnership or joint venture between the parties
hereto. Nothing herein contained shall be deemed or construed as creating an
agency relationship between the Purchaser and the Seller and neither party shall
take any action which could reasonably lead a third party to assume that it has
the authority to bind the other party or make commitments on such party's
behalf.
SECTION 19. Miscellaneous. This Agreement supersedes all prior
agreements and understandings relating to the subject matter hereof. Neither
this Agreement nor any term hereof may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against whom enforcement of the change, waiver, discharge or termination is
sought.
* * * * * *
IN WITNESS WHEREOF, the Purchaser and the Seller have caused their
names to be signed hereto by their respective officers thereunto duly authorized
as of the day and year first above written.
J.P. MORGAN CHASE COMMERCIAL MORTGAGE
SECURITIES CORP., as Purchaser
By: /s/ Charles Y. Lee
------------------------------------
Name: Charles Y. Lee
Title: Vice President
NOMURA CREDIT & CAPITAL, INC., as
Seller
By: /s/ Bruce Viergever
------------------------------------
Name: Bruce Viergever
Title: Managing Director
EXHIBIT A
MORTGAGE LOAN SCHEDULE
[Enlarge/Download Table]
Loan # Mortgagor Name
------- ---------------------------------------------------------------------------------------------------
5 Hammons of Oklahoma City, LLC, Hammons of Lincoln, LLC, Hammons of South Carolina, LLC,
Hammons of New Mexico, LLC, Hammons of Sioux Falls, LLC, Hammons of Tulsa, LLC
5.01 Hammons of Oklahoma City, LLC, Hammons of Lincoln, LLC, Hammons of South Carolina, LLC,
Hammons of New Mexico, LLC, Hammons of Sioux Falls, LLC, Hammons of Tulsa, LLC
5.02 Hammons of Oklahoma City, LLC, Hammons of Lincoln, LLC, Hammons of South Carolina, LLC,
Hammons of New Mexico, LLC, Hammons of Sioux Falls, LLC, Hammons of Tulsa, LLC
5.03 Hammons of Oklahoma City, LLC, Hammons of Lincoln, LLC, Hammons of South Carolina, LLC,
Hammons of New Mexico, LLC, Hammons of Sioux Falls, LLC, Hammons of Tulsa, LLC
5.04 Hammons of Oklahoma City, LLC, Hammons of Lincoln, LLC, Hammons of South Carolina, LLC,
Hammons of New Mexico, LLC, Hammons of Sioux Falls, LLC, Hammons of Tulsa, LLC
5.05 Hammons of Oklahoma City, LLC, Hammons of Lincoln, LLC, Hammons of South Carolina, LLC,
Hammons of New Mexico, LLC, Hammons of Sioux Falls, LLC, Hammons of Tulsa, LLC
5.06 Hammons of Oklahoma City, LLC, Hammons of Lincoln, LLC, Hammons of South Carolina, LLC,
Hammons of New Mexico, LLC, Hammons of Sioux Falls, LLC, Hammons of Tulsa, LLC
9 Gardens SPE II LLC
25 Sagamore Partners, Ltd.
46 1100 Carnegie, LLC
49 18th St. Atrium LLC
59 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC
59.01 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC
59.02 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC
59.03 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC
59.04 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC
59.05 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC
59.06 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC
59.07 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC
59.08 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC
59.09 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC
59.10 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC
59.11 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC
59.12 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC
59.13 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC
59.14 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC
59.15 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC
59.16 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC
59.17 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC
59.18 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC
59.19 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC
59.20 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC
59.21 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC
59.22 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC
59.23 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC
59.24 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC
59.25 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC
59.26 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC
59.27 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC
59.28 HMDG, LLC; JM West, LLC; Them & Us, LLC; Dough Re Me, LLC; HM Capital, LLC; OMGM DG, LLC
61 Food Circus of Red Bank, Inc., Food Circus of Wall, Inc.
61.01 Food Circus of Red Bank, Inc., Food Circus of Wall, Inc.
61.02 Food Circus of Red Bank, Inc., Food Circus of Wall, Inc.
62 GVSC L.P.
65 Inland American Malden, L.L.C.
67 Jessica, LLC
68 Four C's III, LLC; Wallkill Center, LLC
79 Inland American Swampscott, L.L.C.
91 Inland Western San Antonio HQ Limited Partnership
99 Inland American Framingham, L.L.C.
102 Willis Heatherbrae LLC; Lippert Heatherbrae LLC; GM Heatherbrae II, LLC; Strong Heatherbrae LLC;
WC Heatherbrae LLC; J Redding Heatherbrae LLC; D Redding Heatherbrae LLC; S Benner Heatherbrae LLC;
M Benner Heatherbrae LLC; Ratzlaf Heatherbrae LLC; Shim He
109 Inland American Bristol, L.L.C.
112 GAC Development LLC
132 Coast Business Center, Ltd.
148 550 West B Investors, LLC and 550 Fleenor Investors, LLC
157 280 Business Center, LLC
158 St. James Redevelopment, Ltd.
163 Modern Estates Park, LLC
175 WVN, LLC
178 Long Lake Properties, LLC; Warren & Kneff, LLC
180 Mirsa, LLC
181 Fort Knox Limited Partnership
181.01 Fort Knox Limited Partnership
181.02 Fort Knox Limited Partnership
183 Noah, LLC
186 Diamond Valley R.V. Park, LLC
187 Mexwest, LLC
191 Windsong Mobile Village Limited Partnership
194 Rancheria MHP, LLC
196 DBSI Highlander LLC, Ezell-Highlander LLC, Fifth Street Ventures-Highlander LLC,
Gonzalez-Highlander LLC, Greco-Highlander LLC, I. Greco-Highlander LLC, Haren-Highlander LLC,
E. Haren-Highlander LLC, Highlander Jac-Highlander LLC, Howard-Highlander LLC, H
215 Denver Square, LLC
220 Camarillo Motels, LLC
228 Thomas Crossroads Investments, Inc.
235 High Chaparral Properties, LLC
237 Asbury, LLC
239 DMPlaza LLC
242 Petersburg BL, LLC
247 Anne M. Schwerdt Investments, LLC
248 Wagner MHP, LLC
248.01 Wagner MHP, LLC
248.02 Wagner MHP, LLC
249 73 Troy Road LLC
250 Deerfield Commons, L.P.
253 4878 Realty, Inc.
269 R&R Communities, LLC
Loan # Property Address City State Zip Code County
------- ------------------------------------ ---------------- ------- -------- ---------------
5 Various Various Various Various Various
5.01 1040 P Street Lincoln NE 68508 Lancaster
5.02 6808 South 107th East Avenue Tulsa OK 74133 Tulsa
5.03 1000 Woodward Place NE Albuquerque NM 87102 Bernalillo
5.04 2 West Reno Avenue Oklahoma City OK 73102 Oklahoma
5.05 1211 North West Avenue Sioux Falls SD 57104 Minnehaha
5.06 5035 International Boulevard North Charleston SC 29418 Charleston
9 73545 El Paseo Palm Desert CA 92260 Riverside
25 1671 Collins Avenue Miami Beach FL 33139 Miami-Dade
46 1100 Carnegie Avenue Cleveland OH 44115 Cuyahoga
49 1890 Wynkoop Street Denver CO 80202 Denver
59 Various Various Various Various Various
59.01 1350 Grandview Road Craig Beach OH 44429 Mahoning
59.02 747 Wooster Road North Barberton OH 44203 Summit
59.03 3626 Cleveland Road South Canton OH 44707 Stark
59.04 1345 First Street Moundsville WV 26041 Marshall
59.05 835 7th Street Parkersburg WV 26101 Wood
59.06 4180 US Route 133 Williamsburg OH 45176 Clermont
59.07 555 South Street Warren OH 44483 Trumbull
59.08 120 Plum Street East Canton OH 44730 Stark
59.09 10787 Ensley Square Northeast Bolivar OH 44612 Tuscarawas
59.10 1622 Cleveland Road Sandusky OH 44870 Erie
59.11 330 East Main Street Xenia OH 45385 Greene
59.12 477 Oberlin Road Elyria OH 44035 Lorain
59.13 1016 East State Street Athens OH 45701 Athens
59.14 125 East Main Street Orwell OH 44076 Ashtabula
59.15 662 West Main Street Blanchester OH 45107 Clinton
59.16 8990 United Lane Athens OH 45701 Athens
59.17 11180 Chardon Road Chardon OH 44024 Geauga
59.18 115 Citizens Parkway Bluffton OH 45817 Allen
59.19 5626 State Route 6 Andover OH 44003 Ashtabula
59.20 3881 Columbus Road Centerburg OH 43011 Knox
59.21 3274 Winfield Road Winfield WV 25213 Putnam
59.22 707 West Emmitt Avenue Waverly OH 45690 Pike
59.23 223 East Kiracofe Avenue Elida OH 45807 Allen
59.24 18005 State Route 78 Caldwell OH 43724 Noble
59.25 10891 West Main Street South Webster OH 45682 Scioto
59.26 25 West Buckeye Street West Salem OH 44287 Wayne
59.27 6711 Gilead Street Whitehouse OH 43571 Lucas
59.28 27 South High Street Glouster OH 45732 Athens
61 Various Various NJ Various Monmouth
61.01 362 Broad Street Red Bank NJ 07701 Monmouth
61.02 18th Avenue and Route 35 Wall Township NJ 07719 Monmouth
62 111 West McNight Way Grass Valley CA 95949 Nevada
65 99 Charles Street Malden MA 02148 Middlesex
67 9420 & 9475A & B Briar Village Point Colorado Springs CO 80920 El Paso
68 505-511 Schutt Road Wallkill NY 10940 Orange
79 450 Paradise Road Swampscott MA 01907 Essex
91 6001 NW Loop 410 San Antonio TX 78238 Bexar
99 1224 Worcester Road Framingham MA 01702 Middlesex
102 10303 Southeast Bell Avenue Portland OR 97222 Clackamas
109 605 Metacom Avenue Bristol RI 02809 Bristol
112 225 South Broadway Rochester MN 55904 Olmsted
132 2121 East Coast Highway Corona Del Mar CA 92663 Orange
148 550 West B Street San Diego CA 92101 San Diego
157 2475 Doswell Avenue St. Paul MN 55108 Ramsey
158 3303 Chapel Creek Drive Dallas TX 75220 Dallas
163 14001 Western Avenue Dixmoor IL 60406 Cook
175 7221 & 7239 Van Nuys Boulevard Van Nuys CA 91405 Los Angeles
178 4908-4972 John R Road Troy MI 48085 Oakland
180 1601 Eastcrest Drive Charlotte NC 28205 Mecklenburg
181 Various Various MI Various Various
181.01 3870 Jackson Road Ann Arbor MI 48103 Washtenaw
181.02 39205 Ford Road Westland MI 48185 Wayne
183 6450 North Academy Boulevard Colorado Springs CO 80918 El Paso
186 344 North State Street San Jacinto CA 92583 Riverside
187 700 West Jackson Street Mexico MO 65265 Audrain
191 3200 South 7th Street Fort Pierce FL 34982 Saint Lucie
194 2502 & 2526 North 32nd Street Phoenix AZ 85008 Maricopa
196 701 Highlander Boulevard Arlington TX 76015 Tarrant
215 7558 Highway 73 Denver NC 28037 Lincoln
220 165 East Daily Drive Camarillo CA 93010 Ventura
228 41 Aces Circle and 20 Tower Way Newnan GA 30265 Coweta
235 7575 & 7591 West Battaglia Drive Casa Grande AZ 85222 Pinal
237 401 Asbury Pointe Drive Warsaw KY 41095 Gallatin
239 17846 Wika Road Apple Valley CA 92307 San Bernardino
242 3600 South Crater Road Petersburg VA 23805 Petersburg City
247 5815 Gull Road Kalamazoo MI 49048 Kalamazoo
248 Various Evansville IN Various Vanderburgh
248.01 334 Sequoia Lane Evansville IN 47712 Vanderburgh
248.02 2150 Oakhill Road Evansville IN 47711 Vanderburgh
249 73 Troy Road East Greenbush NY 12061 Rensselaer
250 1725 Windmere Court Lafayette IN 47905 Tippecanoe
253 4878 Arthur Kill Road Staten Island NY 10309 Richmond
269 32 Tuckerton Road Reading PA 19605 Berks
Loan # Property Name Size Measure Interest Rate (%)
------- ------------------------------------------------------- ------ ----------- -----------------
5 JQH Hotel Portfolio 1431 Rooms 5.61000
5.01 Embassy Suites Lincoln 252 Rooms 5.61000
5.02 Renaissance Tulsa Hotel 300 Rooms 5.61000
5.03 Embassy Suites Albuquerque 261 Rooms 5.61000
5.04 Courtyard Marriott - Oklahoma City 225 Rooms 5.61000
5.05 Sheraton Sioux Falls 243 Rooms 5.61000
5.06 Residence Inn Charleston 150 Rooms 5.61000
9 The Gardens on El Paseo 200023 Square Feet 6.10000
25 The Sagamore Hotel 93 Rooms 6.54000
46 Hilton Garden Inn - Gateway 240 Rooms 6.96000
49 18 Street Atrium 109178 Square Feet 5.96000
59 Dollar General Portfolio 225664 Square Feet 6.57000
59.01 Dollar General - 1350 Grandview Road, Craig Beach, OH 8125 Square Feet 6.57000
59.02 Dollar General - 747 Wooster Road North, Barberton, OH 8125 Square Feet 6.57000
59.03 Dollar General - 3626 Cleveland Ave, Canton (South), OH 8125 Square Feet 6.57000
59.04 Dollar General - 1345 First Street, Moundsville, WV 8125 Square Feet 6.57000
59.05 Dollar General - 835 7th Street, Parkersburg, WV 8125 Square Feet 6.57000
59.06 Dollar General - 4180 US Route 133, Williamsburg, OH 8125 Square Feet 6.57000
59.07 Dollar General - 555 South Street, Warren, OH 9014 Square Feet 6.57000
59.08 Dollar General - 120 Plum Street North, East Canton, OH 8125 Square Feet 6.57000
59.09 Dollar General - 10787 Ensley Square NE, Bolivar, OH 8125 Square Feet 6.57000
59.10 Dollar General - 1622 Cleveland Road, Sandusky, OH 8125 Square Feet 6.57000
59.11 Dollar General - 330 East Main Street, Xenia, OH 8125 Square Feet 6.57000
59.12 Dollar General - 477 Oberlin Road, Elyria, OH 8125 Square Feet 6.57000
59.13 Dollar General - 1016 E State St, Athens OH 8000 Square Feet 6.57000
59.14 Dollar General - 125 E Main Street, Orwell, OH 8125 Square Feet 6.57000
59.15 Dollar General - 662 W Main Street, Blanchester, OH 8000 Square Feet 6.57000
59.16 Dollar General - 8990 United Lane, Athens, OH 8000 Square Feet 6.57000
59.17 Dollar General - 11180 Chardon Road, Chardon, OH 8125 Square Feet 6.57000
59.18 Dollar General - 115 Citizens Parkway Bluffton, OH 8125 Square Feet 6.57000
59.19 Dollar General - 5626 State Route 6, Andover, OH 8125 Square Feet 6.57000
59.20 Dollar General - 3881 Columbus Road, Centerburg, OH 8125 Square Feet 6.57000
59.21 Dollar General - 3274 Winfield Road, Winfield, WV 8125 Square Feet 6.57000
59.22 Dollar General - 707 W Emmitt Ave, Waverly, OH 8000 Square Feet 6.57000
59.23 Dollar General - 223 Kiracofe Ave, Elida, OH 8125 Square Feet 6.57000
59.24 Dollar General - 18005 State Route 78, Caldwell, OH 8000 Square Feet 6.57000
59.25 Dollar General - 10891 W Main St, South Webster, OH 8000 Square Feet 6.57000
59.26 Dollar General - 25 W Buckeye St, West Salem, OH 7200 Square Feet 6.57000
59.27 Dollar General - 6711 Gilead Street, Whitehouse, OH 8000 Square Feet 6.57000
59.28 Dollar General - 27 S High Street, Glouster, OH 7200 Square Feet 6.57000
61 Food Circus Supermarket 84604 Square Feet 6.23000
61.01 Food Circus - Red Bank, NJ 46500 Square Feet 6.23000
61.02 Food Circus - Wall Township, NJ 38104 Square Feet 6.23000
62 Grass Valley Shopping Center 151270 Square Feet 5.63000
65 Stop & Shop (Malden, MA) 79229 Square Feet 5.17000
67 Pine Creek Village 80625 Square Feet 6.67000
68 Wallkill Town Center 109795 Square Feet 6.17000
79 Stop & Shop (Swampscott, MA) 65268 Square Feet 5.17000
91 HQ Building 91862 Square Feet 5.00000
99 Stop & Shop (Framingham, MA) 64917 Square Feet 5.17000
102 Heatherbrae Commons 174 Units 5.65000
109 Stop & Shop (Bristol, RI) 63128 Square Feet 5.01000
112 Hilton Garden Inn - Rochester 143 Rooms 5.83000
132 Coast Business Center 35378 Square Feet 5.65000
148 550 W. B Street 26439 Square Feet 6.40000
157 280 Business Center 97334 Square Feet 5.74000
158 Casa Place Apartments 194 Units 5.76000
163 Modern Estates MHC 210 Pads 6.46000
175 Albertsons Van Nuys Center 13001 Square Feet 6.07000
178 Long Lake Retail Center 22073 Square Feet 5.97000
180 Mountcrest 124 Units 6.24000
181 Fort Knox Self Storage 1322 Units 6.37000
181.01 Jackson Road 784 Units 6.37000
181.02 Ford Road 538 Units 6.37000
183 Candlewood Suites 122 Rooms 6.70000
186 Diamond Valley RV Resort 210 Pads 5.95000
187 West Plaza Shopping 119219 Square Feet 5.86000
191 Windsong Mobile Village 152 Pads 5.91000
194 Rancheria & Grandview MHC 120 Pads 6.25000
196 701 Highlander Office Building 72518 Square Feet 6.41000
215 Pilot Knob 20031 Square Feet 6.08000
220 Day's Inn - Camarrillo 82 Rooms 6.61000
228 Crossroads Mini Storage 273 Units 6.40000
235 High Chaparral MHP 239 Pads 6.35000
237 Asbury Pointe MHC 140 Pads 6.17000
239 Desert Mountain Plaza 26724 Square Feet 5.86000
242 Walmart Plaza - Petersburg 12200 Square Feet 5.89000
247 Walgreens (Kalamazoo, MI) 14820 Square Feet 6.18000
248 Wagner MHP 145 Pads 6.88000
248.01 Wagner MHP West 97 Pads 6.88000
248.02 Wagner MHP East 48 Pads 6.88000
249 73 Troy Road 24521 Square Feet 6.43500
250 Deerfield Commons 98 Units 6.29000
253 4878 Arthur Kill Road 5900 Square Feet 6.54000
269 Valley View Tuckerton MHC 74 Pads 6.53000
Loan # Net Mortgage Interest Rate Original Balance Cutoff Balance Term Rem. Term Maturity/ARD Date Amort. Term
------- -------------------------- ---------------- -------------- ---- --------- ----------------- -----------
5 5.58945 152,000,000 151,704,871 120 118 04/11/16 360
5.01 31,807,407 31,745,649 120 118 360
5.02 31,432,099 31,371,069 120 118 360
5.03 27,679,012 27,625,270 120 118 360
5.04 25,896,296 25,846,015 120 118 360
5.05 20,266,667 20,227,316 120 118 360
5.06 14,918,519 14,889,552 120 118 360
9 6.06945 81,480,000 81,480,000 120 120 06/11/16 0
25 6.51945 31,500,000 31,500,000 120 118 04/11/16 0
46 6.93945 17,785,000 17,785,000 120 120 06/11/16 360
49 5.93945 17,545,000 17,545,000 120 119 05/11/16 360
59 6.48945 14,250,000 14,250,000 120 120 06/11/16 360
59.01 559,866 559,866 120 120 360
59.02 559,866 559,866 120 120 360
59.03 559,866 559,866 120 120 360
59.04 557,366 557,366 120 120 360
59.05 544,980 544,980 120 120 360
59.06 536,881 536,881 120 120 360
59.07 532,595 532,595 120 120 360
59.08 528,902 528,902 120 120 360
59.09 528,902 528,902 120 120 360
59.10 526,402 526,402 120 120 360
59.11 526,402 526,402 120 120 360
59.12 526,401 526,401 120 120 360
59.13 505,437 505,437 120 120 360
59.14 497,937 497,937 120 120 360
59.15 497,936 497,936 120 120 360
59.16 496,006 496,006 120 120 360
59.17 495,437 495,437 120 120 360
59.18 495,437 495,437 120 120 360
59.19 495,437 495,437 120 120 360
59.20 495,437 495,437 120 120 360
59.21 495,437 495,437 120 120 360
59.22 495,436 495,436 120 120 360
59.23 476,858 476,858 120 120 360
59.24 469,867 469,867 120 120 360
59.25 469,471 469,471 120 120 360
59.26 466,972 466,972 120 120 360
59.27 464,472 464,472 120 120 360
59.28 443,994 443,994 120 120 360
61 6.20945 14,000,000 14,000,000 120 120 06/11/16 360
61.01 7,561,497 7,561,497 120 120 360
61.02 6,438,503 6,438,503 120 120 360
62 5.60945 14,000,000 14,000,000 120 119 05/11/16 0
65 5.14945 12,752,742 12,752,742 60 60 06/11/11 0
67 6.64945 12,700,000 12,700,000 180 180 06/11/21 360
68 6.14945 12,600,000 12,600,000 120 120 06/11/16 360
79 5.14945 11,066,477 11,066,477 60 60 06/11/11 0
91 4.97945 9,978,080 9,978,080 60 57 03/11/11 0
99 5.14945 9,268,514 9,268,514 60 60 06/11/11 0
102 5.62945 9,000,000 9,000,000 120 120 06/11/16 360
109 4.98945 8,368,067 8,368,067 60 60 06/11/11 0
112 5.80945 8,200,000 8,176,976 120 118 04/11/16 300
132 5.62945 6,500,000 6,500,000 120 119 05/11/16 0
148 6.37945 5,520,000 5,520,000 120 120 06/11/16 360
157 5.71945 5,100,000 5,090,117 120 118 04/11/16 360
158 5.73945 5,000,000 5,000,000 120 120 06/11/16 360
163 6.43945 5,000,000 4,990,653 120 119 05/11/16 240
175 6.04945 4,400,000 4,400,000 120 119 05/11/16 360
178 5.94945 4,200,000 4,200,000 120 120 06/11/16 360
180 6.21945 4,100,000 4,100,000 120 120 06/01/16 360
181 6.34945 4,000,000 3,996,999 60 59 05/11/11 360
181.01 2,372,163 2,370,384 60 59 360
181.02 1,627,837 1,626,615 60 59 360
183 6.67945 3,900,000 3,900,000 120 120 06/11/16 300
186 5.92945 3,825,000 3,817,924 120 118 04/11/16 360
187 5.83945 3,725,000 3,725,000 120 118 04/11/16 360
191 5.88945 3,625,000 3,618,234 120 118 04/11/16 360
194 6.22945 3,450,000 3,447,325 60 59 05/11/11 360
196 6.38945 3,422,155 3,422,155 120 119 05/11/16 360
215 5.98945 2,666,000 2,663,837 120 119 05/01/16 360
220 6.58945 2,500,000 2,500,000 120 120 06/11/16 300
228 6.37945 2,305,000 2,299,140 120 118 04/11/16 300
235 6.32945 2,194,000 2,194,000 120 120 06/11/16 360
237 6.14945 2,150,000 2,146,214 120 118 04/11/16 360
239 5.83945 2,000,000 2,000,000 120 118 04/11/16 360
242 5.86945 1,920,000 1,920,000 120 120 06/11/16 360
247 6.15945 1,750,000 1,750,000 120 120 06/11/16 0
248 6.85945 1,700,000 1,698,898 120 119 05/11/16 360
248.01 1,128,745 1,128,013 120 119 360
248.02 571,255 570,885 120 119 360
249 6.41445 1,689,000 1,687,756 120 119 05/11/16 360
250 6.22945 1,683,000 1,681,709 120 119 05/11/16 360
253 6.51945 1,600,000 1,596,255 120 117 03/11/16 360
269 6.50945 960,000 958,444 60 58 04/11/11 360
Loan # Rem. Amort. Monthly Debt Service Servicing Fee Rate Accrual Type ARD (Y/N)
------- ----------- -------------------- ------------------ ------------ ---------
5 358 869,741 Actual/360 No
5.01 358
5.02 358
5.03 358
5.04 358
5.05 358
5.06 358
9 0 419,943 Actual/360 No
25 0 174,059 Actual/360 No
46 360 117,847 Actual/360 No
49 360 104,740 Actual/360 No
59 360 90,727 Actual/360 Yes
59.01 360
59.02 360
59.03 360
59.04 360
59.05 360
59.06 360
59.07 360
59.08 360
59.09 360
59.10 360
59.11 360
59.12 360
59.13 360
59.14 360
59.15 360
59.16 360
59.17 360
59.18 360
59.19 360
59.20 360
59.21 360
59.22 360
59.23 360
59.24 360
59.25 360
59.26 360
59.27 360
59.28 360
61 360 86,018 Actual/360 No
61.01 360
61.02 360
62 0 66,596 Actual/360 No
65 0 54,943 30/360 Yes
67 360 81,698 Actual/360 No
68 360 76,926 Actual/360 No
79 0 47,678 30/360 Yes
91 0 41,575 30/360 No
99 0 39,932 30/360 Yes
102 360 51,951 Actual/360 No
109 0 34,937 30/360 Yes
112 298 51,984 Actual/360 No
132 0 31,029 Actual/360 No
148 360 34,528 Actual/360 No
157 358 29,730 Actual/360 No
158 360 29,210 Actual/360 No
163 239 37,161 Actual/360 No
175 360 26,579 Actual/360 No
178 360 25,100 Actual/360 No
180 360 25,218 Actual/360 No
181 359 24,942 Actual/360 No
181.01 359
181.02 359
183 300 26,823 Actual/360 No
186 358 22,810 Actual/360 No
187 360 21,999 Actual/360 No
191 358 21,524 Actual/360 No
194 359 21,242 Actual/360 No
196 360 21,428 Actual/360 No
215 359 16,121 Actual/360 No
220 300 17,052 Actual/360 No
228 298 15,420 Actual/360 No
235 360 13,652 Actual/360 No
237 358 13,126 Actual/360 No
239 360 11,812 Actual/360 No
242 360 11,376 Actual/360 No
247 0 9,138 Actual/360 No
248 359 11,173 Actual/360 No
248.01 359
248.02 359
249 359 10,604 Actual/360 No
250 359 10,406 Actual/360 No
253 357 10,155 Actual/360 No
269 358 6,087 Actual/360 No
Loan # ARD Step Up (%) Title Type Crossed Loan
------- --------------------------------------------------------------------- ------------- ------------
5 Fee/Leasehold
5.01 Fee
5.02 Fee
5.03 Leasehold
5.04 Fee
5.05 Leasehold
5.06 Leasehold
9 Fee
25 Fee
46 Fee/Leasehold
49 Fee
59 Greater of 8.57% or the Treasury Rate plus two (2%) percentage points Fee
59.01 Fee
59.02 Fee
59.03 Fee
59.04 Fee
59.05 Fee
59.06 Fee
59.07 Fee
59.08 Fee
59.09 Fee
59.10 Fee
59.11 Fee
59.12 Fee
59.13 Fee
59.14 Fee
59.15 Fee
59.16 Fee
59.17 Fee
59.18 Fee
59.19 Fee
59.20 Fee
59.21 Fee
59.22 Fee
59.23 Fee
59.24 Fee
59.25 Fee
59.26 Fee
59.27 Fee
59.28 Fee
61 Fee
61.01 Fee
61.02 Fee
62 Fee
65 Lesser of 7.17% or maximum rate permitted by applicable law Fee
67 Fee
68 Fee
79 Lesser of 7.17% or maximum rate permitted by applicable law Fee
91 Fee
99 Lesser of 7.17% or maximum rate permitted by applicable law Fee
102 Fee
109 Lesser of 7.01% or maximum rate permitted by applicable law Fee
112 Fee
132 Fee
148 Fee
157 Fee
158 Fee
163 Fee
175 Fee
178 Fee
180 Fee
181 Fee
181.01 Fee
181.02 Fee
183 Fee
186 Fee
187 Fee
191 Fee
194 Fee
196 Fee
215 Fee
220 Fee
228 Fee
235 Fee
237 Fee
239 Fee
242 Fee
247 Fee
248 Fee
248.01 Fee
248.02 Fee
249 Fee
250 Fee
253 Fee
269 Fee/Leasehold
Loan # Originator/Loan Seller
------ ----------------------
5 NCCI
5.01 NCCI
5.02 NCCI
5.03 NCCI
5.04 NCCI
5.05 NCCI
5.06 NCCI
9 NCCI
25 NCCI
46 NCCI
49 NCCI
59 NCCI
59.01 NCCI
59.02 NCCI
59.03 NCCI
59.04 NCCI
59.05 NCCI
59.06 NCCI
59.07 NCCI
59.08 NCCI
59.09 NCCI
59.10 NCCI
59.11 NCCI
59.12 NCCI
59.13 NCCI
59.14 NCCI
59.15 NCCI
59.16 NCCI
59.17 NCCI
59.18 NCCI
59.19 NCCI
59.20 NCCI
59.21 NCCI
59.22 NCCI
59.23 NCCI
59.24 NCCI
59.25 NCCI
59.26 NCCI
59.27 NCCI
59.28 NCCI
61 NCCI
61.01 NCCI
61.02 NCCI
62 NCCI
65 NCCI
67 NCCI
68 NCCI
79 NCCI
91 NCCI
99 NCCI
102 NCCI
109 NCCI
112 NCCI
132 NCCI
148 NCCI
157 NCCI
158 NCCI
163 NCCI
175 NCCI
178 NCCI
180 NCCI
181 NCCI
181.01 NCCI
181.02 NCCI
183 NCCI
186 NCCI
187 NCCI
191 NCCI
194 NCCI
196 NCCI
215 NCCI
220 NCCI
228 NCCI
235 NCCI
237 NCCI
239 NCCI
242 NCCI
247 NCCI
248 NCCI
248.01 NCCI
248.02 NCCI
249 NCCI
250 NCCI
253 NCCI
269 NCCI
Loan # Guarantor
------- ---------------------------------------------------------------------------------------------------
5 John Q. Hammons; Revocable Trust of John Q. Hammons
5.01 John Q. Hammons; Revocable Trust of John Q. Hammons
5.02 John Q. Hammons; Revocable Trust of John Q. Hammons
5.03 John Q. Hammons; Revocable Trust of John Q. Hammons
5.04 John Q. Hammons; Revocable Trust of John Q. Hammons
5.05 John Q. Hammons; Revocable Trust of John Q. Hammons
5.06 John Q. Hammons; Revocable Trust of John Q. Hammons
9 Davis Street Properties LLC
25 Martin W. Taplin
46 Harvey J. Schach
49 Kenneth Grant, Kurt Mosvold
59 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit,
Jena Margalit, Annette E. Schenley
59.01 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit,
Jena Margalit, Annette E. Schenley
59.02 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit,
Jena Margalit, Annette E. Schenley
59.03 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit,
Jena Margalit, Annette E. Schenley
59.04 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit,
Jena Margalit, Annette E. Schenley
59.05 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit,
Jena Margalit, Annette E. Schenley
59.06 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit,
Jena Margalit, Annette E. Schenley
59.07 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit,
Jena Margalit, Annette E. Schenley
59.08 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit,
Jena Margalit, Annette E. Schenley
59.09 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit,
Jena Margalit, Annette E. Schenley
59.10 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit,
Jena Margalit, Annette E. Schenley
59.11 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit,
Jena Margalit, Annette E. Schenley
59.12 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit,
Jena Margalit, Annette E. Schenley
59.13 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit,
Jena Margalit, Annette E. Schenley
59.14 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit,
Jena Margalit, Annette E. Schenley
59.15 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit,
Jena Margalit, Annette E. Schenley
59.16 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit,
Jena Margalit, Annette E. Schenley
59.17 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit,
Jena Margalit, Annette E. Schenley
59.18 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit,
Jena Margalit, Annette E. Schenley
59.19 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit,
Jena Margalit, Annette E. Schenley
59.20 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit,
Jena Margalit, Annette E. Schenley
59.21 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit,
Jena Margalit, Annette E. Schenley
59.22 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit,
Jena Margalit, Annette E. Schenley
59.23 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit,
Jena Margalit, Annette E. Schenley
59.24 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit,
Jena Margalit, Annette E. Schenley
59.25 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit,
Jena Margalit, Annette E. Schenley
59.26 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit,
Jena Margalit, Annette E. Schenley
59.27 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit,
Jena Margalit, Annette E. Schenley
59.28 Farhad Khalili, Farzad Khalili, Geoff Mills, Brett Howard, Jonathan Margalit,
Jena Margalit, Annette E. Schenley
61 Food Circus Super Market of Middletown; Food Circus of Red Bank, Inc.; Food Circus of Wall, Inc.
61.01 Food Circus Super Market of Middletown; Food Circus of Red Bank, Inc.; Food Circus of Wall, Inc.
61.02 Food Circus Super Market of Middletown; Food Circus of Red Bank, Inc.; Food Circus of Wall, Inc.
62 James Gianulias
65 Inland American Malden, L.L.C. and Inland American Real Estate Trust, Inc.
67 Jannie H. Richardson
68 GFW Trust and Adrian Goddard
79 Inland American Swampscott, L.L.C. and Inland American Real Estate Trust, Inc.
91 Inland Western Retail Real Estate Trust, Inc. and Inland Western San Antonio HQ Limited Partnership
99 Inland American Framingham, L.L.C. and Inland American Real Estate Trust, Inc.
102 Thomas B. Brenneke, Kathleen Willis, Dwight Lippert, John Strong, Catherine M. Waller,
Jacqueline Redding, David Redding, Suzanne Benner, Michael Benner, Carol E. Ratzlaf,
Kyong Bok Shim, Riyadh Taila, Adam Forester
109 Inland American Bristol, L.L.C. and Inland American Real Estate Trust, Inc.
112 Gus A. Chafoulias
132 None
148 Eric M. Thies, Richard M. Fleenor, Stephen M. Dunn
157 Robert D. Salmen
158 Patrick T. Gillean
163 Steven H. Dukatt
175 Watt Commercial Enterprises, LLC
178 Laith F. Jonna and Faik Esshaki
180 Amir H. Farahany, Afsaneh Farahany
181 Leonard L. Grossman
181.01 Leonard L. Grossman
181.02 Leonard L. Grossman
183 Jannie Ho Duk Richardson; The Srko Family Limited Partnership
186 Yury Gampel
187 Theodore F. Beresford
191 Jack Rosenzweig, Clifford J. Dovitz, Marc Rosenzweig, Todd Rosenzweig
194 Kim W. Eggleston
196 DBSI Housing Inc., Douglas L. Swenson, James A. Callahan IV, John T. Ezell & Margaret A. Ezell,
Kim Elaine Fleming, Juan P. Gonzalez & Kimberly N. Gonzalez, Isabel M. Greco, Sam J. Greco,
Elizabeth P. Haren, Thomas M. Haren, Thomas M. Haren, Marilyn L. Ho
215 Harold M. Spivock, Munroe Spivock
220 Fahim Shah
228 Cynthia D. Knowles, William W. Knowles
235 Yury Gampel
237 Kurtis P. Keeney, Nathaniel Smith, Alice Sparks, Dennis R. Williams
239 Theodore F. Beresford
242 Alan Light
247 Anne M. Schwerdt
248 Gary W. Wagner
248.01 Gary W. Wagner
248.02 Gary W. Wagner
249 Martin J. Weber, Kenneth M. Raymond, Jr.
250 J. Timothy McGinley, R. Douglas Sylvester, Michael D. Emkes
253 Edwardo Ortes
269 Julian Ruiz, Jr. and Cherie Ruiz
UPFRONT ESCROW
---------------------------------------------------------------------------------------------
Loan # Letter of Credit Upfront CapEx Reserve Upfront Eng. Reserve Upfront Envir. Reserve Upfront TI/LC Reserve
------- ---------------- --------------------- -------------------- ---------------------- ---------------------
5 No 0.00 0.00 0.00 0.00
5.01 No
5.02 No
5.03 No
5.04 No
5.05 No
5.06 No
9 No 0.00 0.00 0.00 0.00
25 No 0.00 0.00 0.00 0.00
46 No 0.00 0.00 0.00 0.00
49 No 0.00 343,750.00 0.00 0.00
59 No 0.00 34,672.00 0.00 0.00
59.01 No
59.02 No
59.03 No
59.04 No
59.05 No
59.06 No
59.07 No
59.08 No
59.09 No
59.10 No
59.11 No
59.12 No
59.13 No
59.14 No
59.15 No
59.16 No
59.17 No
59.18 No
59.19 No
59.20 No
59.21 No
59.22 No
59.23 No
59.24 No
59.25 No
59.26 No
59.27 No
59.28 No
61 No 0.00 85,000.00 0.00 0.00
61.01 No
61.02 No
62 1,000,000.0 0.00 166,250.00 0.00 0.00
65 No 0.00 0.00 0.00 0.00
67 No 0.00 0.00 0.00 125,000.00
68 No 0.00 21,605.00 0.00 0.00
79 No 0.00 0.00 0.00 0.00
91 No 0.00 0.00 0.00 0.00
99 No 0.00 0.00 0.00 0.00
102 No 0.00 0.00 0.00 0.00
109 No 0.00 0.00 0.00 0.00
112 No 0.00 0.00 0.00 0.00
132 No 0.00 0.00 0.00 0.00
148 No 0.00 0.00 0.00 0.00
157 No 0.00 0.00 0.00 0.00
158 No 0.00 0.00 0.00 0.00
163 1,000,000.0 0.00 0.00 0.00 0.00
175 No 0.00 1,250.00 0.00 0.00
178 No 0.00 0.00 0.00 0.00
180 No 0.00 71,250.00 0.00 0.00
181 No 0.00 0.00 15,000.00 0.00
181.01 No
181.02 No
183 No 0.00 0.00 0.00 0.00
186 No 0.00 3,125.00 0.00 0.00
187 No 174,266.00 3,750.00 0.00 0.00
191 No 0.00 25,000.00 0.00 0.00
194 No 0.00 0.00 0.00 0.00
196 No 0.00 7,500.00 0.00 0.00
215 No 6,100.00 0.00 0.00 30,000.00
220 No 0.00 0.00 375.00 0.00
228 No 0.00 625.00 0.00 50,000.00
235 No 0.00 0.00 0.00 0.00
237 No 0.00 0.00 0.00 0.00
239 No 0.00 4,375.00 0.00 0.00
242 No 0.00 0.00 0.00 0.00
247 No 0.00 0.00 0.00 0.00
248 No 0.00 0.00 0.00 0.00
248.01 No
248.02 No
249 No 50,000.00 3,750.00 0.00 0.00
250 No 0.00 4,500.00 0.00 0.00
253 No 0.00 650.00 0.00 0.00
269 No 0.00 37,500.00 0.00 0.00
UPFRONT ESCROW MONTHLY ESCROW
--------------------------------------------------------------------- ---------------------
Loan # Upfront RE Tax Reserve Upfront Ins. Reserve Upfront Other Reserve Monthly Capex Reserve
------- ---------------------- -------------------- --------------------- ---------------------
5 0.00 0.00 0.00 0.00
5.01
5.02
5.03
5.04
5.05
5.06
9 212,816.08 0.00 0.00 0.00
25 158,018.87 57,458.22 0.00 0.00
46 34,240.31 64,500.00 0.00 23780.00
49 79,394.40 8,141.23 353,480.00 1819.67
59 30,712.75 7,421.83 0.00 1882.00
59.01
59.02
59.03
59.04
59.05
59.06
59.07
59.08
59.09
59.10
59.11
59.12
59.13
59.14
59.15
59.16
59.17
59.18
59.19
59.20
59.21
59.22
59.23
59.24
59.25
59.26
59.27
59.28
61 38,672.67 0.00 0.00 0.00
61.01
61.02
62 0.00 0.00 0.00 0.00
65 0.00 0.00 0.00 0.00
67 0.00 17,248.00 2,100,000.00 690.84
68 40,776.24 2,250.00 0.00 1006.42
79 0.00 0.00 0.00 0.00
91 0.00 0.00 0.00 0.00
99 0.00 0.00 0.00 0.00
102 83,454.29 1,777.00 0.00 3262.50
109 0.00 0.00 0.00 0.00
112 107,073.17 3,623.17 0.00 12420.00
132 0.00 0.00 0.00 0.00
148 22,722.25 1,182.67 0.00 332.25
157 58,983.17 1,761.08 0.00 811.12
158 64,920.75 34,021.22 0.00 4041.67
163 33,846.28 6,948.00 0.00 0.00
175 13,386.08 0.00 25,000.00 162.50
178 14,681.67 2,127.92 0.00 185.08
180 45,055.09 39,042.00 3,086.00 2583.33
181 57,835.13 4,773.33 0.00 1969.00
181.01
181.02
183 8,344.21 9,843.22 160,935.50 5045.50
186 12,920.03 3,525.00 927.50 0.00
187 48,512.90 4,422.75 0.00 0.00
191 28,048.46 836.83 0.00 633.33
194 6,479.75 1,537.83 0.00 0.00
196 93,088.33 1,506.67 0.00 0.00
215 7,443.95 653.75 0.00 167.00
220 10,753.01 7,199.17 54,937.50 4350.08
228 7,708.00 8,113.50 0.00 733.17
235 1,009.67 1,719.17 0.00 0.00
237 3,791.67 7,471.08 0.00 583.34
239 7,136.78 5,920.50 0.00 221.00
242 862.62 420.84 0.00 153.00
247 0.00 0.00 0.00 0.00
248 2,353.26 678.00 0.00 0.00
248.01
248.02
249 14,476.73 2,391.48 8,000.00 408.67
250 3,644.75 6,933.24 0.00 2041.67
253 2,556.56 813.34 0.00 73.75
269 4,147.67 981.45 1,575.00 0.00
MONTHLY ESCROW
----------------------------------------------------------------------------------------------
Loan # Monthly Envir. Reserve Monthly TI/LC Reserve Monthly RE Tax Reserve Monthly Ins. Reserve
------- ---------------------- --------------------- ---------------------- --------------------
5 0.00 0.00 0.00 0.00
5.01
5.02
5.03
5.04
5.05
5.06
9 0.00 0.00 70938.69 0.00
25 0.00 0.00 26336.48 28729.11
46 0.00 0.00 34240.31 7166.67
49 0.00 9098.17 15878.88 4070.62
59 0.00 0.00 15356.38 3710.92
59.01
59.02
59.03
59.04
59.05
59.06
59.07
59.08
59.09
59.10
59.11
59.12
59.13
59.14
59.15
59.16
59.17
59.18
59.19
59.20
59.21
59.22
59.23
59.24
59.25
59.26
59.27
59.28
61 0.00 0.00 19336.33 0.00
61.01
61.02
62 0.00 0.00 0.00 0.00
65 0.00 0.00 0.00 0.00
67 0.00 5,181.09 11312.73 2156.00
68 0.00 0.00 6796.04 1125.00
79 0.00 0.00 0.00 0.00
91 0.00 0.00 0.00 0.00
99 0.00 0.00 0.00 0.00
102 0.00 0.00 10431.79 1777.00
109 0.00 0.00 0.00 0.00
112 0.00 0.00 15296.17 3623.17
132 0.00 0.00 0.00 0.00
148 0.00 2215.08 7574.08 591.33
157 0.00 2,271.13 8426.17 1761.08
158 0.00 0.00 7213.42 3092.84
163 0.00 0.00 8461.57 868.50
175 0.00 541.67 2231.01 0.00
178 0.00 1665.75 1740.39 425.58
180 0.00 0.00 4505.51 3253.50
181 0.00 0.00 9639.19 2386.67
181.01
181.02
183 0.00 0.00 4172.11 1230.40
186 0.00 0.00 1845.72 587.50
187 0.00 0.00 6930.41 1474.25
191 0.00 0.00 4006.92 418.42
194 0.00 0.00 2159.92 768.91
196 0.00 0.00 18617.67 753.33
215 0.00 1335.42 827.11 217.92
220 0.00 0.00 2688.25 1439.83
228 0.00 458.33 1927.00 901.50
235 0.00 0.00 504.84 859.58
237 0.00 0.00 758.33 830.12
239 0.00 1437.00 1427.36 986.75
242 0.00 763.00 862.62 210.42
247 0.00 0.00 0.00 0.00
248 0.00 0.00 1176.63 339.00
248.01
248.02
249 0.00 1142.50 2895.35 341.64
250 0.00 0.00 3644.75 1733.31
253 0.00 491.67 639.14 813.34
269 0.00 0.00 2073.83 490.73
MONTHLY ESCROW
---------------------
Loan # Monthly Other Reserve Grace Period Lockbox In-place Property Type Defeasance Permitted Loan Group
------- --------------------- ------------ ---------------- -------------------- -------------------- ----------
5 0.00 0 Yes Hotel Yes 1
5.01 0 Yes Hotel Yes 1
5.02 0 Yes Hotel Yes 1
5.03 0 Yes Hotel Yes 1
5.04 0 Yes Hotel Yes 1
5.05 0 Yes Hotel Yes 1
5.06 0 Yes Hotel Yes 1
9 0.00 0 Yes Retail Yes 1
25 0.00 0 No Hotel Yes 1
46 0.00 0 Yes Hotel Yes 1
49 0.00 0 Yes Office Yes 1
59 0.00 0 No Retail Yes 1
59.01 0 No Retail Yes 1
59.02 0 No Retail Yes 1
59.03 0 No Retail Yes 1
59.04 0 No Retail Yes 1
59.05 0 No Retail Yes 1
59.06 0 No Retail Yes 1
59.07 0 No Retail Yes 1
59.08 0 No Retail Yes 1
59.09 0 No Retail Yes 1
59.10 0 No Retail Yes 1
59.11 0 No Retail Yes 1
59.12 0 No Retail Yes 1
59.13 0 No Retail Yes 1
59.14 0 No Retail Yes 1
59.15 0 No Retail Yes 1
59.16 0 No Retail Yes 1
59.17 0 No Retail Yes 1
59.18 0 No Retail Yes 1
59.19 0 No Retail Yes 1
59.20 0 No Retail Yes 1
59.21 0 No Retail Yes 1
59.22 0 No Retail Yes 1
59.23 0 No Retail Yes 1
59.24 0 No Retail Yes 1
59.25 0 No Retail Yes 1
59.26 0 No Retail Yes 1
59.27 0 No Retail Yes 1
59.28 0 No Retail Yes 1
61 0.00 0 No Retail Yes 1
61.01 0 No Retail Yes 1
61.02 0 No Retail Yes 1
62 0.00 0 No Retail No 1
65 0.00 0 No Retail No 1
67 0.00 0 Yes Office Yes 1
68 0.00 0 No Retail Yes 1
79 0.00 0 No Retail No 1
91 0.00 0 No Retail No 1
99 0.00 0 No Retail No 1
102 0.00 0 No Multifamily No 2
109 0.00 0 No Retail No 1
112 0.00 0 Yes Hotel Yes 1
132 0.00 0 No Office No 1
148 0.00 0 No Office No 1
157 0.00 0 Yes Industrial Yes 1
158 0.00 0 No Multifamily Yes 2
163 0.00 0 No Manufactured Housing Yes 2
175 0.00 0 No Retail Yes 1
178 0.00 0 No Retail Yes 1
180 0.00 0 Yes Multifamily Yes 2
181 0.00 0 No Self-Storage Yes 1
181.01 0 No Self-Storage Yes 1
181.02 0 No Self-Storage Yes 1
183 0.00 0 Yes Hotel Yes 1
186 0.00 0 Yes Manufactured Housing Yes 2
187 0.00 0 No Retail Yes 1
191 0.00 0 No Manufactured Housing Yes 2
194 0.00 0 No Manufactured Housing Yes 1
196 0.00 0 Yes Office Yes 1
215 0.00 0 No Retail Yes 1
220 0.00 0 Yes Hotel Yes 1
228 0.00 0 Yes Self-Storage Yes 1
235 0.00 0 No Manufactured Housing Yes 2
237 0.00 0 No Manufactured Housing Yes 2
239 0.00 0 No Retail Yes 1
242 0.00 0 No Retail Yes 1
247 0.00 0 No Retail Yes 1
248 0.00 0 No Manufactured Housing Yes 2
248.01 0 No Manufactured Housing Yes 2
248.02 0 No Manufactured Housing Yes 2
249 0.00 0 No Office Yes 1
250 0.00 0 No Multifamily Yes 2
253 0.00 0 Yes Retail Yes 1
269 0.00 0 No Manufactured Housing Yes 1
Loan # Servicing Group Final Maturity Date
------ --------------- -------------------
5 A
5.01 A
5.02 A
5.03 A
5.04 A
5.05 A
5.06 A
9 A
25 A
46 A
49 A
59 A 06/11/36
59.01 A
59.02 A
59.03 A
59.04 A
59.05 A
59.06 A
59.07 A
59.08 A
59.09 A
59.10 A
59.11 A
59.12 A
59.13 A
59.14 A
59.15 A
59.16 A
59.17 A
59.18 A
59.19 A
59.20 A
59.21 A
59.22 A
59.23 A
59.24 A
59.25 A
59.26 A
59.27 A
59.28 A
61 A
61.01 A
61.02 A
62 A
65 A 06/11/31
67 A
68 A
79 A 06/11/31
91 A
99 A 06/11/31
102 A
109 A 06/11/31
112 A
132 A
148 A
157 A
158 A
163 A
175 A
178 A
180 A
181 A
181.01 A
181.02 A
183 A
186 A
187 A
191 A
194 A
196 A
215 A
220 A
228 A
235 A
237 A
239 A
242 A
247 A
248 A
248.01 A
248.02 A
249 A
250 A
253 A
269 A
EXHIBIT B
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
(1) No Mortgage Loan is 30 days or more delinquent in payment of
principal and interest (without giving effect to any applicable grace period in
the related Mortgage Note) and no Mortgage Loan has been 30 days or more
(without giving effect to any applicable grace period in the related Mortgage
Note) past due.
(2) Except with respect to the ARD Loans, which provide that the
rate at which interest accrues thereon increases after the Anticipated Repayment
Date, the Mortgage Loans (exclusive of any default interest, late charges or
prepayment premiums) are fixed rate mortgage loans with terms to maturity, at
origination or as of the most recent modification, as set forth in the Mortgage
Loan Schedule.
(3) The information pertaining to each Mortgage Loan set forth on
the Mortgage Loan Schedule is true and correct in all material respects as of
the Cut-off Date.
(4) At the time of the assignment of the Mortgage Loans to the
Purchaser, the Seller had good and marketable title to and was the sole owner
and holder of, each Mortgage Loan, free and clear of any pledge, lien,
encumbrance or security interest (subject to certain agreements regarding
servicing as provided in the Pooling and Servicing Agreement, subservicing
agreements permitted thereunder and that certain Servicing Rights Purchase
Agreement, dated as of the date hereof between Master Servicer and Seller) and
such assignment validly and effectively transfers and conveys all legal and
beneficial ownership of the Mortgage Loans to the Purchaser free and clear of
any pledge, lien, encumbrance or security interest (subject to certain
agreements regarding servicing as provided in the Pooling and Servicing
Agreement, subservicing agreements permitted thereunder and that certain
Servicing Rights Purchase Agreement, dated as of the Closing Date between Master
Servicer and Seller).
(5) In respect of each Mortgage Loan, (A) in reliance on public
documents or certified copies of the incorporation or partnership or other
entity documents, as applicable, delivered in connection with the origination of
such Mortgage Loan, the related Mortgagor is an entity organized under the laws
of a state of the United States of America, the District of Columbia or the
Commonwealth of Puerto Rico and (B) as of the origination date, the Seller
(based on customary due diligence) had no knowledge, and since the origination
date, the Seller has no actual knowledge, that the related Mortgagor is a debtor
in any bankruptcy, receivership, conservatorship, reorganization, insolvency,
moratorium or similar proceeding.
(6) Each Mortgage Loan is secured by the related Mortgage which
establishes and creates a valid and subsisting first priority lien on the
related Mortgaged Property, or leasehold interest therein, comprising real
estate, free and clear of any liens, claims, encumbrances, participation
interests, pledges, charges or security interests subject only to Permitted
Encumbrances. Such Mortgage, together with any separate security agreement, UCC
Financing Statement or similar agreement, if any, establishes and creates a
first priority security interest in favor of the Seller in all personal property
owned by the Mortgagor that is used in, and is reasonably necessary to, the
operation of the related Mortgaged Property and, to the extent a security
interest may be created therein and perfected by the filing of a UCC Financing
Statement under the Uniform Commercial Code as in effect in the relevant
jurisdiction, the proceeds arising from the Mortgaged Property and other
collateral securing such Mortgage Loan, subject only to Permitted Encumbrances.
There exists with respect to such Mortgaged Property an assignment of leases and
rents provision, either as part of the related Mortgage or as a separate
document or instrument, which establishes and creates a first priority security
interest in and to leases and rents arising in respect of the related Mortgaged
Property, subject only to Permitted Encumbrances. Except for the holder of the
Companion Loan with respect to the AB Mortgage Loans, to the Seller's knowledge,
no person other than the related Mortgagor and the mortgagee own any interest in
any payments due under the related leases. The related Mortgage or such
assignment of leases and rents provision provides for the appointment of a
receiver for rents or allows the holder of the related Mortgage to enter into
possession of the related Mortgaged Property to collect rent or provides for
rents to be paid directly to the holder of the related Mortgage in the event of
a default beyond applicable notice and grace periods, if any, under the related
Mortgage Loan documents. As of the origination date, there were, and, to the
Seller's actual knowledge as of the Closing Date, there are, no mechanics' or
other similar liens or claims which have been filed for work, labor or materials
affecting the related Mortgaged Property which are or may be prior or equal to
the lien of the Mortgage, except those that are bonded or escrowed for or which
are insured against pursuant to the applicable Title Insurance Policy (as
defined below) and except for Permitted Encumbrances. No (a) Mortgaged Property
secures any mortgage loan not represented on the Mortgage Loan Schedule other
than a Companion Loan, (b) Mortgage Loan is cross-collateralized or
cross-defaulted with any other mortgage loan, other than a Mortgage Loan listed
on the Mortgage Loan Schedule or a Companion Loan, or (c) Mortgage Loan is
secured by property that is not a Mortgaged Property.
(7) The related Mortgagor under each Mortgage Loan has good and
indefeasible fee simple or, with respect to those Mortgage Loans described in
clause (20) hereof, leasehold title to the related Mortgaged Property comprising
real estate subject to any Permitted Encumbrances.
(8) The Seller has received an American Land Title Association
(ALTA) lender's title insurance policy or a comparable form of lender's title
insurance policy (or escrow instructions binding on the Title Insurer (as
defined below) and irrevocably obligating the Title Insurer to issue such title
insurance policy or a title policy commitment or pro-forma "marked up" at the
closing of the related Mortgage Loan and countersigned or otherwise approved by
the Title Insurer or its authorized agent) as adopted in the applicable
jurisdiction (the "Title Insurance Policy"), which was issued by a nationally
recognized title insurance company (the "Title Insurer") qualified to do
business in the jurisdiction where the applicable Mortgaged Property is located
(unless such jurisdiction is the State of Iowa), covering the portion of each
Mortgaged Property comprised of real estate and insuring that the related
Mortgage is a valid first lien in the original principal amount of the related
Mortgage Loan on the Mortgagor's fee simple interest (or, if applicable,
leasehold interest) in such Mortgaged Property comprised of real estate, subject
only to Permitted Encumbrances. Such Title Insurance Policy was issued in
connection with the origination of the related Mortgage Loan. No claims have
been made under such Title Insurance Policy. Such Title Insurance Policy is in
full force and effect and all premiums thereon have been paid and will provide
that the insured includes the owner of the Mortgage Loan and its successors
and/or assigns. No holder of the related Mortgage has done, by act or omission,
anything that would, and the Seller has no actual knowledge of any other
circumstance that would, impair the coverage under such Title Insurance Policy.
(9) The related Assignment of Mortgage and the related assignment of
the Assignment of Leases and Rents executed in connection with each Mortgage, if
any, have been recorded in the applicable jurisdiction (or, if not recorded,
have been submitted for recording or are in recordable form (but for the
insertion of the name and address of the assignee and any related recording
information which is not yet available to the Seller)) and constitute the legal,
valid and binding assignment of such Mortgage and the related Assignment of
Leases and Rents from the Seller to the Purchaser. The endorsement of the
related Mortgage Note by the Seller constitutes the legal, valid, binding and
enforceable (except as such enforcement may be limited by anti-deficiency laws
or bankruptcy, receivership, conservatorship, reorganization, insolvency,
moratorium or other similar laws affecting the enforcement of creditors' rights
generally, and by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law)) assignment of
such Mortgage Note, and together with such Assignment of Mortgage and the
related assignment of Assignment of Leases and Rents, legally and validly
conveys all right, title and interest in such Mortgage Loan and Mortgage Loan
documents to the Purchaser.
(10) (a) The Mortgage Loan documents for each Mortgage Loan provide
that such Mortgage Loan is non-recourse to the related parties thereto except
that the related Mortgagor and at least one individual or entity shall be fully
liable for actual losses, liabilities, costs and damages arising from certain
acts of the related Mortgagor and/or its principals specified in the related
Mortgage Loan documents, which acts generally include the following: (i) fraud
or intentional misrepresentation, (ii) misapplication or misappropriation of
rents, insurance proceeds or condemnation awards, (iii) either (i) any act of
actual waste or (ii) damage or destruction to the Mortgaged Property caused by
the acts or omissions of the borrower, its agents, employees or contractors, and
(iv) any breach of the environmental covenants contained in the related Mortgage
Loan documents.
(b) The Mortgage Loan documents for each Mortgage Loan contain
enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the practical realization against the
Mortgaged Property of the principal benefits of the security intended to
be provided thereby, including realization by judicial or, if applicable,
non judicial foreclosure, and there is no exemption available to the
related Mortgagor which would interfere with such right of foreclosure
except any statutory right of redemption or as may be limited by
anti-deficiency or one form of action laws or by bankruptcy, receivership,
conservatorship, reorganization, insolvency, moratorium or other similar
laws affecting the enforcement of creditors' rights generally, and by
general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law).
(c) Each of the related Mortgage Notes and Mortgages are the legal,
valid and binding obligations of the related Mortgagor named on the
Mortgage Loan Schedule and each of the other related Mortgage Loan
documents is the legal, valid and binding obligation of the parties
thereto (subject to any non recourse provisions therein), enforceable in
accordance with its terms, except as such enforcement may be limited by
anti-deficiency or one form of action laws or bankruptcy, receivership,
conservatorship, reorganization, insolvency, moratorium or other similar
laws affecting the enforcement of creditors' rights generally, and by
general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law), and except that certain
provisions of such Mortgage Loan documents are or may be unenforceable in
whole or in part under applicable state or federal laws, but the inclusion
of such provisions does not render any of the Mortgage Loan documents
invalid as a whole, and such Mortgage Loan documents taken as a whole are
enforceable to the extent necessary and customary for the practical
realization of the principal rights and benefits afforded thereby.
(d) The terms of the Mortgage Loans or the related Mortgage Loan
documents, have not been altered, impaired, modified or waived in any
material respect, except prior to the Cut-off Date by written instrument
duly submitted for recordation, to the extent required, and as
specifically set forth in the related Mortgage File.
(e) With respect to each Mortgage which is a deed of trust, a
trustee, duly qualified under applicable law to serve as such, currently
so serves and is named in the deed of trust or has been substituted in
accordance with applicable law, and no fees or expenses are or will become
payable to the trustee under the deed of trust, except in connection with
a trustee's sale after default by the Mortgagor other than de minimis fees
paid in connection with the release of the related Mortgaged Property or
related security for such Mortgage Loan following payment of such Mortgage
Loan in full.
(11) No Mortgage Loan has been satisfied, canceled, subordinated,
released or rescinded, in whole or in part, and the related Mortgagor has not
been released, in whole or in part, from its obligations under any related
Mortgage Loan document.
(12) Except with respect to the enforceability of any provisions
requiring the payment of default interest, late fees, additional interest,
prepayment premiums or yield maintenance charges, neither the Mortgage Loan nor
any of the related Mortgage Loan documents is subject to any right of
rescission, set off, abatement, diminution, valid counterclaim or defense,
including the defense of usury, nor will the operation of any of the terms of
any such Mortgage Loan documents, or the exercise (in compliance with procedures
permitted under applicable law) of any right thereunder, render any Mortgage
Loan documents subject to any right of rescission, set off, abatement,
diminution, valid counterclaim or defense, including the defense of usury
(subject to anti-deficiency or one form of action laws and to bankruptcy,
receivership, conservatorship, reorganization, insolvency, moratorium or other
similar laws affecting the enforcement of creditor's rights generally and to
general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law)), and no such right of
rescission, set off, abatement, diminution, valid counterclaim or defense has
been asserted with respect thereto. None of the Mortgage Loan documents provides
for a release of a portion of the Mortgaged Property from the lien of the
Mortgage except upon payment or defeasance in full of all obligations under the
Mortgage, provided that, notwithstanding the foregoing, certain of the Mortgage
Loans may allow partial release (a) upon payment or defeasance of an Allocated
Loan Amount which may be formula based, but in no event less than 125% of the
Allocated Loan Amount, or (b) in the event the portion of the Mortgaged Property
being released was not given any material value in connection with the
underwriting or appraisal of the related Mortgage Loan.
(13) As of the Closing Date, there is no payment default, giving
effect to any applicable notice and/or grace period, and, to the Seller's
knowledge, as of the Closing Date, there is no other material default under any
of the related Mortgage Loan documents, giving effect to any applicable notice
and/or grace period; no such material default or breach has been waived by the
Seller or on its behalf or, to the Seller's knowledge, by the Seller's
predecessors in interest with respect to the Mortgage Loans; and, to the
Seller's actual knowledge, no event has occurred which, with the passing of time
or giving of notice would constitute a material default or breach; provided,
however, that the representations and warranties set forth in this sentence do
not cover any default, breach, violation or event of acceleration that
specifically pertains to or arises out of any subject matter otherwise covered
by any other representation or warranty made by the Seller in this Exhibit B. No
Mortgage Loan has been accelerated and no foreclosure or power of sale
proceeding has been initiated in respect of the related Mortgage. The Seller has
not waived any material claims against the related Mortgagor under any
non-recourse exceptions contained in the Mortgage Note.
(14) (a) The principal amount of the Mortgage Loan stated on the
Mortgage Loan Schedule has been fully disbursed as of the Closing Date (except
for certain amounts that were fully disbursed by the mortgagee, but were
escrowed pursuant to the terms of the related Mortgage Loan documents) and there
are no future advances required to be made by the mortgagee under any of the
related Mortgage Loan documents. Any requirements under the related Mortgage
Loan documents regarding the completion of any on-site or off-site improvements
and to disbursements of any escrow funds therefor have been or are being
complied with or such escrow funds are still being held. The value of the
Mortgaged Property relative to the value reflected in the most recent appraisal
thereof is not materially impaired by any improvements which have not been
completed. The Seller has not, nor, to the Seller's knowledge, have any of its
agents or predecessors in interest with respect to the Mortgage Loan, in respect
of payments due on the related Mortgage Note or Mortgage, directly or
indirectly, advanced funds or induced, solicited or knowingly received any
advance of funds by a party other than the Mortgagor other than (a) interest
accruing on such Mortgage Loan from the date of such disbursement of such
Mortgage Loan to the date which preceded by thirty (30) days the first payment
date under the related Mortgage Note and (b) application and commitment fees,
escrow funds, points and reimbursements for fees and expenses, incurred in
connection with the origination and funding of the Mortgage Loan.
(b) No Mortgage Loan has capitalized interest included in its
principal balance, or provides for any shared appreciation rights or other
equity participation therein and no contingent or additional interest
contingent on cash flow or negative amortization (other than with respect
to the deferment of payment with respect to ARD Loans) is due thereon.
(c) Each Mortgage Loan identified in the Mortgage Loan Schedule as
an ARD Loan starts to amortize no later than the Due Date of the calendar
month immediately after the calendar month in which such ARD Loan closed
and substantially fully amortizes over its stated term, which term is at
least 60 months after the related Anticipated Repayment Date. Each ARD
Loan has an Anticipated Repayment Date not less than seven years following
the origination of such Mortgage Loan. If the related Mortgagor elects not
to prepay its ARD Loan in full on or prior to the Anticipated Repayment
Date pursuant to the existing terms of the Mortgage Loan or a unilateral
option (as defined in Treasury Regulations under Section 1001 of the Code)
in the Mortgage Loan exercisable during the term of the Mortgage Loan, (i)
the Mortgage Loan's interest rate will step up to an interest rate per
annum as specified in the related Mortgage Loan documents; provided,
however, that payment of such Excess Interest shall be deferred until the
principal of such ARD Loan has been paid in full; (ii) all or a
substantial portion of the Excess Cash Flow (which is net of certain costs
associated with owning, managing and operating the related Mortgaged
Property) collected after the Anticipated Repayment Date shall be applied
towards the prepayment of such ARD Loan and once the principal balance of
an ARD Loan has been reduced to zero all Excess Cash Flow will be applied
to the payment of accrued Excess Interest; and (iii) if the property
manager for the related Mortgaged Property can be removed by or at the
direction of the mortgagee on the basis of a debt service coverage test,
the subject debt service coverage ratio shall be calculated without taking
account of any increase in the related Mortgage Interest Rate on such
Mortgage Loan's Anticipated Repayment Date. No ARD Loan provides that the
property manager for the related Mortgaged Property can be removed by or
at the direction of the mortgagee solely because of the passage of the
related Anticipated Repayment Date.
(d) Each Mortgage Loan identified in the Mortgage Loan Schedule as
an ARD Loan with a hard lockbox requires that tenants at the related
Mortgaged Property shall (and each Mortgage Loan identified in the
Mortgage Loan Schedule as an ARD Loan with a springing lockbox requires
that tenants at the related Mortgaged Property shall, upon the occurrence
of a specified trigger event, including, but not limited to, the
occurrence of the related Anticipated Repayment Date) make rent payments
into a lockbox controlled by the holder of the Mortgage Loan and to which
the holder of the Mortgage Loan has a first perfected security interest;
provided, however, with respect to each ARD Loan which is secured by a
multi-family property with a hard lockbox, or with respect to each ARD
Loan which is secured by a multi-family property with a springing lockbox,
upon the occurrence of a specified trigger event, including, but not
limited to, the occurrence of the related Anticipated Repayment Date,
tenants either pay rents to a lockbox controlled by the holder of the
Mortgage Loan or deposit rents with the property manager who will then
deposit the rents into a lockbox controlled by the holder of the Mortgage
Loan.
(15) The terms of the Mortgage Loan documents evidencing such
Mortgage Loan comply in all material respects with all applicable local, state
and federal laws and regulations, and the Seller has complied with all material
requirements pertaining to the origination of the Mortgage Loans, including but
not limited to, usury and any and all other material requirements of any
federal, state or local law to the extent non-compliance would have a material
adverse effect on the Mortgage Loan.
(16) To the Seller's knowledge and subject to clause (37) hereof, as
of the date of origination of the Mortgage Loan, based on inquiry customary in
the industry, the related Mortgaged Property was, and to the Seller's actual
knowledge and subject to clause (37) hereof, as of the Closing Date, the related
Mortgaged Property is, in all material respects, in compliance with, and is used
and occupied in accordance with, all restrictive covenants of record applicable
to such Mortgaged Property and applicable zoning laws and all inspections,
licenses, permits and certificates of occupancy required by law, ordinance or
regulation to be made or issued with regard to the Mortgaged Property have been
obtained and are in full force and effect, except to the extent (a) any material
non-compliance with all restrictive covenants of record applicable to such
Mortgaged Property or applicable zoning laws is insured by an ALTA lender's
title insurance policy (or binding commitment therefor), or the equivalent as
adopted in the applicable jurisdiction, or a law and ordinance insurance policy,
or (b) the failure to obtain or maintain such inspections, licenses, permits or
certificates of occupancy does not materially impair or materially and adversely
affect the use and/or operation of the Mortgaged Property as it was used and
operated as of the date of origination of the Mortgage Loan or the rights of a
holder of the related Mortgage Loan.
(17) All (a) taxes, water charges, sewer rents, assessments or other
similar outstanding governmental charges and governmental assessments which
became due and owing prior to the Closing Date in respect of the related
Mortgaged Property (excluding any related personal property), and if left
unpaid, would be, or might become, a lien on such Mortgaged Property having
priority over the related Mortgage and (b) insurance premiums or ground rents
which became due and owing prior to the Closing Date in respect of the related
Mortgaged Property (excluding any related personal property), have been paid, or
if disputed, or if such amounts are not delinquent prior to the Closing Date, an
escrow of funds in an amount sufficient (together with escrow payments required
to be made prior to delinquency) to cover such taxes and assessments and any
late charges due in connection therewith has been established. As of the date of
origination, the related Mortgaged Property was one or more separate and
complete tax parcels. For purposes of this representation and warranty, the
items identified herein shall not be considered due and owing until the date on
which interest or penalties would be first payable thereon.
(18) To the Seller's knowledge based on surveys or the Title
Insurance Policy, (i) none of the improvements that were included for the
purpose of determining the appraised value of the related Mortgaged Property at
the time of the origination of such Mortgage Loan lies outside the boundaries
and building restriction lines of such Mortgaged Property, except to the extent
they are legally nonconforming as contemplated by representation (37) below, and
(ii) no improvements on adjoining properties encroach upon such Mortgaged
Property, except in the case of either (i) or (ii) for (a) immaterial
encroachments which do not materially adversely affect the security intended to
be provided by the related Mortgage or the use, enjoyment, value or
marketability of such Mortgaged Property or (b) encroachments affirmatively
covered by the related Title Insurance Policy. With respect to each Mortgage
Loan, the property legally described in the survey, if any, obtained for the
related Mortgaged Property for purposes of the origination thereof is the same
as the property legally described in the Mortgage.
(19) (a) As of the date of the applicable engineering report (which
was performed within 12 months prior to the Cut-off Date) related to the
Mortgaged Property and, to Seller's knowledge as of the Closing Date, the
related Mortgaged Property is either (i) in good repair, free and clear of any
damage that would materially adversely affect the value of such Mortgaged
Property as security for such Mortgage Loan or the use and operation of the
Mortgaged Property as it was being used or operated as of the origination date
or (ii) escrows in an amount consistent with the standard utilized by the Seller
with respect to similar loans it holds for its own account have been
established, which escrows will in all events be not less than 100% of the
estimated cost of the required repairs. Since the origination date, to the
Seller's actual knowledge, such Mortgaged Property has not been damaged by fire,
wind or other casualty or physical condition (including, without limitation, any
soil erosion or subsidence or geological condition), which damage has not been
fully repaired or fully insured, or for which escrows in an amount consistent
with the standard utilized by the Seller with respect to loans it holds for its
own account have not been established.
(b) As of the origination date of such Mortgage Loan and to the
Seller's actual knowledge, as of the Closing Date, there are no
proceedings pending or, to the Seller's actual knowledge, threatened, for
the partial or total condemnation of the relevant Mortgaged Property.
(20) The Mortgage Loans that are identified on Exhibit A as being
secured in whole or in part by a leasehold estate (a "Ground Lease") (except
with respect to any Mortgage Loan also secured by the related fee interest in
the Mortgaged Property) satisfy the following conditions:
(a) such Ground Lease or a memorandum thereof has been or will be
duly recorded; such Ground Lease or other agreement received by the
originator of the Mortgage Loan from the ground lessor, provides that the
interest of the lessee thereunder may be encumbered by the related
Mortgage and does not restrict the use of the related Mortgaged Property
by such lessee, its successors or assigns, in a manner that would
materially and adversely affect the security provided by the Mortgage; as
of the date of origination of the Mortgage Loan, there was no material
change of record in the terms of such Ground Lease or other agreement with
the exception of written instruments which are part of the related
Mortgage File and Seller has no knowledge of any material change in the
terms of such Ground Lease since the recordation of the related Mortgage,
with the exception of written instruments which are part of the related
Mortgage File;
(b) such Ground Lease or other agreement is not subject to any liens
or encumbrances superior to, or of equal priority with, the related
Mortgage, other than the related fee interest and Permitted Encumbrances
and such Ground Lease or other agreement is, and shall remain, prior to
any mortgage or other lien upon the related fee interest (other than the
Permitted Encumbrances) unless a nondisturbance agreement is obtained from
the holder of any mortgage on the fee interest which is assignable to or
for the benefit of the related lessee and the related mortgagee;
(c) such Ground Lease or other agreement provides that upon
foreclosure of the related Mortgage or assignment of the Mortgagor's
interest in such Ground Lease in lieu thereof, the mortgagee under such
Mortgage is entitled to become the owner of such interest upon notice to,
but without the consent of, the lessor thereunder and, in the event that
such mortgagee (or any of its successors and assigns under the Mortgage)
becomes the owner of such interest, such interest is further assignable by
such mortgagee (or any of its successors and assigns under the Mortgage)
upon notice to such lessor, but without a need to obtain the consent of
such lessor;
(d) such Ground Lease is in full force and effect and no default of
tenant or ground lessor was in existence at origination, or to the
Seller's knowledge, is in existence as of the Closing Date, under such
Ground Lease, nor at origination was, or to the Seller's knowledge, is
there any condition which, but for the passage of time or the giving of
notice, would result in a default under the terms of such Ground Lease;
either such Ground Lease or a separate agreement contains the ground
lessor's covenant that it shall not amend, modify, cancel or terminate
such Ground Lease without the prior written consent of the mortgagee under
such Mortgage and any amendment, modification, cancellation or termination
of the Ground Lease without the prior written consent of the related
mortgagee, or its successors or assigns is not binding on such mortgagee,
or its successor or assigns;
(e) such Ground Lease or other agreement requires the lessor
thereunder to give written notice of any material default by the lessee to
the mortgagee under the related Mortgage, provided that such mortgagee has
provided the lessor with notice of its lien in accordance with the
provisions of such Ground Lease; and such Ground Lease or other agreement
provides that no such notice of default and no termination of the Ground
Lease in connection with such notice of default shall be effective against
such mortgagee unless such notice of default has been given to such
mortgagee and any related Ground Lease or other agreement contains the
ground lessor's covenant that it will give to the related mortgagee, or
its successors or assigns, any notices it sends to the Mortgagor;
(f) either (i) the related ground lessor has subordinated its
interest in the related Mortgaged Property to the interest of the holder
of the Mortgage Loan or (ii) such Ground Lease or other agreement provides
that (A) the mortgagee under the related Mortgage is permitted a
reasonable opportunity to cure any default under such Ground Lease which
is curable, including reasonable time to gain possession of the interest
of the lessee under the Ground Lease, after the receipt of notice of any
such default before the lessor thereunder may terminate such Ground Lease;
(B) in the case of any such default which is not curable by such
mortgagee, or in the event of the bankruptcy or insolvency of the lessee
under such Ground Lease, such mortgagee has the right, following
termination of the existing Ground Lease or rejection thereof by a
bankruptcy trustee or similar party, to enter into a new ground lease with
the lessor on substantially the same terms as the existing Ground Lease;
and (C) all rights of the Mortgagor under such Ground Lease (insofar as it
relates to the Ground Lease) may be exercised by or on behalf of such
mortgagee under the related Mortgage upon foreclosure or assignment in
lieu of foreclosure;
(g) such Ground Lease has an original term (or an original term plus
one or more optional renewal terms that under all circumstances may be
exercised, and will be enforceable, by the mortgagee or its assignee)
which extends not less than 20 years beyond the stated maturity date of
the related Mortgage Loan;
(h) under the terms of such Ground Lease and the related Mortgage,
taken together, any related insurance proceeds will be applied either to
the repair or restoration of all or part of the related Mortgaged
Property, with the mortgagee under such Mortgage or a financially
responsible institution acting as trustee appointed by it, or consented to
by it, or by the lessor having the right to hold and disburse such
proceeds as the repair or restoration progresses (except in such cases
where a provision entitling another party to hold and disburse such
proceeds would not be viewed as commercially unreasonable by a prudent
commercial mortgage lender), or to the payment in whole or in part of the
outstanding principal balance of such Mortgage Loan together with any
accrued and unpaid interest thereon; and
(i) such Ground Lease does not impose any restrictions on subletting
which would be viewed as commercially unreasonable by the Seller; such
Ground Lease contains a covenant (or applicable laws provide) that the
lessor thereunder is not permitted, in the absence of an uncured default,
to disturb the possession, interest or quiet enjoyment of any lessee in
the relevant portion of such Mortgaged Property subject to such Ground
Lease for any reason, or in any manner, which would materially adversely
affect the security provided by the related Mortgage.
(21) (a) Except for those Mortgage Loans set forth on Schedule I
hereto for which a lender's environmental insurance policy was obtained in lieu
of an Environmental Site Assessment, an Environmental Site Assessment relating
to each Mortgaged Property and prepared no earlier than 12 months prior to the
Closing Date was obtained and reviewed by the Seller in connection with the
origination of such Mortgage Loan and a copy is included in the Servicing File.
(b) Such Environmental Site Assessment does not identify, and the
Seller has no actual knowledge of, any adverse circumstances or conditions
with respect to or affecting the Mortgaged Property that would constitute
or result in a material violation of any Environmental Laws, other than
with respect to a Mortgaged Property (i) for which environmental insurance
(as set forth on Schedule II hereto) is maintained, or (ii) which would
require any expenditure greater than 5% of the outstanding principal
balance of such Mortgage Loan to achieve or maintain compliance in all
material respects with any Environmental Laws for which adequate sums, but
in no event less than 125% of the estimated cost as set forth in the
Environmental Site Assessment, were reserved in connection with the
origination of the Mortgage Loan and for which the related Mortgagor has
covenanted to perform, or (iii) as to which the related Mortgagor or one
of its affiliates is currently taking or required to take such actions, if
any, with respect to such conditions or circumstances as have been
recommended by the Environmental Site Assessment or required by the
applicable governmental authority, or (iv) as to which another responsible
party not related to the Mortgagor with assets reasonably estimated by the
Seller at the time of origination to be sufficient to effect all necessary
or required remediation identified in a notice or other action from the
applicable governmental authority is currently taking or required to take
such actions, if any, with respect to such regulatory authority's order or
directive, or (v) as to which such conditions or circumstances identified
in the Environmental Site Assessment were investigated further and based
upon such additional investigation, an environmental consultant
recommended no further investigation or remediation, or (vi) as to which a
party with financial resources reasonably estimated to be adequate to cure
the condition or circumstance provided a guaranty or indemnity to the
related Mortgagor or to the mortgagee to cover the costs of any required
investigation, testing, monitoring or remediation, or (vii) as to which
the related Mortgagor or other responsible party obtained a "No Further
Action" letter or other evidence reasonably acceptable to a prudent
commercial mortgage lender that applicable federal, state, or local
governmental authorities had no current intention of taking any action,
and are not requiring any action, in respect of such condition or
circumstance, or (viii) which would not require substantial cleanup,
remedial action or other extraordinary response under any Environmental
Laws reasonably estimated to cost in excess of 5% of the outstanding
principal balance of such Mortgage Loan.
(c) To the Seller's actual knowledge and in reliance upon the
Environmental Site Assessment, except for any Hazardous Materials being
handled in accordance with applicable Environmental Laws and except for
any Hazardous Materials present at such Mortgaged Property for which, to
the extent that an Environmental Site Assessment recommends remediation or
other action, (A) there exists either (i) environmental insurance with
respect to such Mortgaged Property (as set forth on Schedule II hereto) or
(ii) an amount in an escrow account pledged as security for such Mortgage
Loan under the relevant Mortgage Loan documents equal to no less than 125%
of the amount estimated in such Environmental Site Assessment as
sufficient to pay the cost of such remediation or other action in
accordance with such Environmental Site Assessment or (B) one of the
statements set forth in clause (b) above is true, (1) such Mortgaged
Property is not being used for the treatment or disposal of Hazardous
Materials; (2) no Hazardous Materials are being used or stored or
generated for off-site disposal or otherwise present at such Mortgaged
Property other than Hazardous Materials of such types and in such
quantities as are customarily used or stored or generated for off-site
disposal or otherwise present in or at properties of the relevant property
type; and (3) such Mortgaged Property is not subject to any environmental
hazard (including, without limitation, any situation involving Hazardous
Materials) which under the Environmental Laws would have to be eliminated
before the sale of, or which could otherwise reasonably be expected to
adversely affect in more than a de minimis manner the value or
marketability of, such Mortgaged Property.
(d) The related Mortgage or other Mortgage Loan documents contain
covenants on the part of the related Mortgagor requiring its compliance
with any present or future federal, state and local Environmental Laws and
regulations in connection with the Mortgaged Property. The related
Mortgagor (or an affiliate thereof) has agreed to indemnify, defend and
hold the Seller, and its successors and assigns, harmless from and against
any and all losses, liabilities, damages, penalties, fines, expenses and
claims of whatever kind or nature (including attorneys' fees and costs)
imposed upon or incurred by or asserted against any such party resulting
from a breach of the environmental representations, warranties or
covenants given by the related Mortgagor in connection with such Mortgage
Loan.
(e) Each of the Mortgage Loans which is covered by a lender's
environmental insurance policy obtained in lieu of an Environmental Site
Assessment ("In Lieu of Policy") is identified on Schedule I, and each In
Lieu of Policy is in an amount equal to 125% of the outstanding principal
balance of the related Mortgage Loan and has a term ending no sooner than
the date which is five years after the maturity date (or, in the case of
an ARD Loan, the final maturity date) of the related Mortgage Loan. All
environmental assessments or updates that were in the possession of the
Seller and that relate to a Mortgaged Property identified on Schedule I as
being insured by an In Lieu of Policy have been delivered to or disclosed
to the In Lieu of Policy carrier issuing such policy prior to the issuance
of such policy.
(22) As of the date of origination of the related Mortgage Loan,
and, as of the Closing Date, the Mortgaged Property is covered by insurance
policies providing the coverage described below and the Mortgage Loan documents
permit the mortgagee to require the coverage described below. All premiums with
respect to the Insurance Policies insuring each Mortgaged Property have been
paid in a timely manner or escrowed to the extent required by the Mortgage Loan
documents, and the Seller has not received any notice of cancellation or
termination. The relevant Servicing File contains the Insurance Policy required
for such Mortgage Loan or a certificate of insurance for such Insurance Policy.
Each Mortgage requires that the related Mortgaged Property and all improvements
thereon are covered by Insurance Policies providing (a) coverage in the amount
of the lesser of full replacement cost of such Mortgaged Property and the
outstanding principal balance of the related Mortgage Loan (subject to customary
deductibles) for fire and extended perils included within the classification
"All Risk of Physical Loss" in an amount sufficient to prevent the Mortgagor
from being deemed a co-insurer and to provide coverage on a full replacement
cost basis of such Mortgaged Property (in some cases exclusive of foundations
and footings) with an agreed amount endorsement to avoid application of any
coinsurance provision; such policies contain a standard mortgage clause naming
mortgagee and its successor in interest as additional insureds or loss payee, as
applicable; (b) business interruption or rental loss insurance in an amount at
least equal to (i) 12 months of operations or (ii) in some cases all rents and
other amounts customarily insured under this type of insurance of the Mortgaged
Property; (c) flood insurance (if any portion of the improvements on the
Mortgaged Property is located in an area identified by the Federal Emergency
Management Agency ("FEMA"), with respect to certain Mortgage Loans and the
Secretary of Housing and Urban Development with respect to other Mortgage Loans,
as having special flood hazards) in an amount not to exceed amounts prescribed
by FEMA; (d) workers' compensation, if required by law; (e) comprehensive
general liability insurance in an amount consistent with the standard utilized
by the Seller with respect to loans it holds for its own account, but not less
than $1 million; all such Insurance Policies contain clauses providing they are
not terminable and may not be terminated without thirty (30) days prior written
notice to the mortgagee (except where applicable law requires a shorter period
or except for nonpayment of premiums, in which case not less than ten (10) days
prior written notice to the mortgagee is required). In addition, each Mortgage
permits the related mortgagee to make premium payments to prevent the
cancellation thereof and shall entitle such mortgagee to reimbursement therefor.
Any insurance proceeds in respect of a casualty loss or taking will be applied
either to the repair or restoration of all or part of the related Mortgaged
Property or the payment of the outstanding principal balance of the related
Mortgage Loan together with any accrued interest thereon. The related Mortgaged
Property is insured by an Insurance Policy, issued by an insurer meeting the
requirements of such Mortgage Loan and having a claims-paying or financial
strength rating of at least "A-:X" from A.M. Best Company or "A" (or the
equivalent) from Standard & Poor's Ratings Services, Fitch, Inc. or Moody's
Investors Service, Inc. An architectural or engineering consultant has performed
an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4
in order to evaluate the structural and seismic condition of such property, for
the sole purpose of assessing the probable maximum loss ("PML") for the
Mortgaged Property in the event of an earthquake. In such instance, the PML was
based on a return period of not less than 100 years, an exposure period of 50
years and a 10% probability of exceedence. If the resulting report concluded
that the PML would exceed 20% of the amount of the replacement costs of the
improvements, earthquake insurance on such Mortgaged Property was obtained by an
insurer rated at least "A-:X" by A.M. Best Company or "A" (or the equivalent)
from Standard & Poor's Ratings Services, Fitch, Inc. or Moody's Investors
Service, Inc. To the Seller's actual knowledge, the insurer issuing each of the
foregoing insurance policies is qualified to write insurance in the jurisdiction
where the related Mortgaged Property is located.
(23) All amounts required to be deposited by each Mortgagor at
origination under the related Mortgage Loan documents have been deposited or
have been withheld from the related Mortgage Loan proceeds at origination and
there are no deficiencies with regard thereto.
(24) Whether or not a Mortgage Loan was originated by the Seller, to
the Seller's knowledge, with respect to each Mortgage Loan originated by the
Seller and each Mortgage Loan originated by any Person other than the Seller, as
of the date of origination of the related Mortgage Loan, and, to the Seller's
actual knowledge, with respect to each Mortgage Loan originated by the Seller
and any subsequent holder of the Mortgage Loan, as of the Closing Date, there
are no actions, suits, arbitrations or governmental investigations or
proceedings by or before any court or other governmental authority or agency now
pending against or affecting the Mortgagor under any Mortgage Loan or any of the
Mortgaged Properties which, if determined against such Mortgagor or such
Mortgaged Property, would materially and adversely affect the value of such
Mortgaged Property, the security intended to be provided with respect to the
related Mortgage Loan, or the ability of such Mortgagor and/or the current use
of such Mortgaged Property to generate net cash flow to pay principal, interest
and other amounts due under the related Mortgage Loan; and to the Seller's
actual knowledge there are no such actions, suits or proceedings threatened
against such Mortgagor.
(25) The origination, servicing and collection practices used by the
Seller or, to its knowledge, any prior holder of the related Mortgage Note with
respect to such Mortgage Loan have been in all material respects legal and have
met customary industry standards.
(26) The originator of the Mortgage Loan or the Seller has inspected
or caused to be inspected each related Mortgaged Property within the 12 months
prior to the Closing Date.
(27) The Mortgage Loan documents require the Mortgagor to provide
the holder of the Mortgage Loan with at least annual operating statements,
financial statements and except for Mortgage Loans for which the related
Mortgaged Property is leased to a single tenant, rent rolls.
(28) All escrow deposits and payments required by the terms of each
Mortgage Loan are in the possession, or under the control of the Seller (except
to the extent they have been disbursed for their intended purposes), and all
amounts required to be deposited by the applicable Mortgagor under the related
Mortgage Loan documents have been deposited, and there are no deficiencies with
regard thereto (subject to any applicable notice and cure period). All of the
Seller's interest in such escrows and deposits will be conveyed by the Seller to
the Purchaser hereunder.
(29) No two or more Mortgage Loans representing, in the aggregate,
more than 5% of the aggregate outstanding principal amount of all the mortgage
loans included in the Trust Fund have the same Mortgagor or, to the Seller's
knowledge, are to Mortgagors which are entities controlled by one another or
under common control.
(30) Each Mortgagor with respect to a Mortgage Loan with a principal
balance as of the Cut-off Date in excess of $15,000,000 included in the Trust
Fund is an entity whose organizational documents or related Mortgage Loan
documents provide that it is, and at least so long as the Mortgage Loan is
outstanding will continue to be, a Single Purpose Entity. For this purpose,
"Single Purpose Entity" shall mean a Person, other than an individual, whose
organizational documents provide that it shall engage solely in the business of
owning and operating the Mortgaged Property and which does not engage in any
business unrelated to such property and the financing thereof, does not have any
assets other than those related to its interest in the Mortgaged Property or the
financing thereof or any indebtedness other than as permitted by the related
Mortgage or the other Mortgage Loan documents, and the organizational documents
of which require that it have its own separate books and records and its own
accounts, in each case which are separate and apart from the books and records
and accounts of any other Person.
(31) The gross proceeds of each Mortgage Loan to the related
Mortgagor at origination did not exceed the non-contingent principal amount of
the Mortgage Loan and either: (a) such Mortgage Loan is secured by an interest
in real property having a fair market value (i) at the date the Mortgage Loan
was originated at least equal to 80% of the original principal balance of the
Mortgage Loan or (ii) at the Closing Date at least equal to 80% of the original
principal balance of the Mortgage Loan on such date; provided that for purposes
hereof, the fair market value of the real property interest must first be
reduced by (A) the amount of any lien on the real property interest that is
senior to the Mortgage Loan and (B) a proportionate amount of any lien that is
in parity with the Mortgage Loan (unless such other lien secures a Mortgage Loan
that is cross-collateralized with such Mortgage Loan, in which event the
computation described in sub-clauses (a)(i) and (a)(ii) of this clause (31)
shall be made on a pro rata basis in accordance with the fair market values of
the Mortgaged Properties securing such cross-collateralized Mortgage Loan); or
(b) substantially all the proceeds of such Mortgage Loan were used to acquire,
improve or protect the real property which served as the only security for such
Mortgage Loan (other than a recourse feature or other third party credit
enhancement within the meaning of Treasury Regulations Section
1.860G-2(a)(1)(ii)). If the Mortgage Loan was "significantly modified" prior to
the Closing Date so as to result in a taxable exchange under Section 1001 of the
Code, it either (x) was modified as a result of the default or reasonably
foreseeable default of such Mortgage Loan or (y) satisfies the provisions of
either sub-clause (a)(i) above (substituting the date of the last such
modification for the date the Mortgage Loan was originated) or sub-clause
(a)(ii), including the proviso thereto. The Mortgage Loan is a "qualified
mortgage" within the meaning of Section 860G(a)(3) of the Code (but without
regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats
certain defective mortgage loans as qualified mortgages). Any prepayment premium
and yield maintenance charges applicable to the Mortgage Loan constitute
"customary prepayment penalties" within the meaning of Treasury Regulations
Section 1.860G-1(b)(2).
(32) Each of the Mortgage Loans contain a "due on sale" clause, which
provides for the acceleration of the payment of the unpaid principal balance of
the Mortgage Loan if, without the prior written consent of the holder of the
Mortgage Loan, the property subject to the Mortgage, or any controlling interest
therein, is directly or indirectly transferred or sold (except that it may
provide for transfers by devise, descent or operation of law upon the death of a
member, manager, general partner or shareholder of a Mortgagor and that it may
provide for assignments subject to the Mortgage Loan holder's approval of
transferee, transfers to affiliates, transfers to family members for estate
planning purposes, transfers among existing members, partners or shareholders in
Mortgagors or transfers of passive interests so long as the key principals or
general partner retains control). The Mortgage Loan documents contain a "due on
encumbrance" clause, which provides for the acceleration of the payment of the
unpaid principal balance of the Mortgage Loan if the property subject to the
Mortgage or any controlling interest in the Mortgagor is further pledged or
encumbered, unless the prior written consent of the holder of the Mortgage Loan
is obtained (except that it may provide for assignments subject to the Mortgage
Loan holder's approval of transferee, transfers to affiliates or transfers of
passive interests so long as the key principals or general partner retains
control). The Mortgage or Mortgage Note requires the Mortgagor to pay all
reasonable fees and expenses associated with securing the consent or approval of
the holder of the Mortgage for a waiver of a "due on sale" or "due on
encumbrance" clause or a defeasance provision. As of the Closing Date, the
Seller holds no preferred equity interest in any Mortgagor and the Seller holds
no mezzanine debt related to such Mortgaged Property.
(33) Except with respect to the AB Mortgage Loans, each Mortgage
Loan is a whole loan and not a participation interest in a mortgage loan.
(34) Each Mortgage Loan containing provisions for defeasance of
mortgage collateral provides that: defeasance may not occur any earlier than two
years after the Closing Date; and requires or provides (i) the replacement
collateral consist of U.S. "government securities," within the meaning of
Treasury Regulations Section 1.860 G-2(a)(8)(i), in an amount sufficient to make
all scheduled payments under the Mortgage Note when due (up to the maturity date
for the related Mortgage Loan, the Anticipated Repayment Date for ARD Loans or
the date on which the Mortgagor may prepay the related Mortgage Loan without
payment of any prepayment penalty); (ii) the loan may be assumed by a Single
Purpose Entity approved by the holder of the Mortgage Loan; (iii) counsel
provide an opinion that the trustee has a perfected security interest in such
collateral prior to any other claim or interest; and (iv) such other documents
and certifications as the mortgagee may reasonably require which may include,
without limitation, (A) a certification that the purpose of the defeasance is to
facilitate the disposition of the mortgaged real property or any other customary
commercial transaction and not to be part of an arrangement to collateralize a
REMIC offering with obligations that are not real estate mortgages and (B) a
certification from an independent certified public accountant that the
collateral is sufficient to make all scheduled payments under the Mortgage Note
when due. Each Mortgage Loan containing provisions for defeasance provides that,
in addition to any cost associated with defeasance, the related Mortgagor shall
pay, as of the date the mortgage collateral is defeased, all scheduled and
accrued interest and principal due as well as an amount sufficient to defease in
full the Mortgage Loan (except as contemplated in clause (35) hereof). In
addition, if the related Mortgage Loan permits defeasance, then the Mortgage
Loan documents provide that the related Mortgagor shall (x) pay all reasonable
fees associated with the defeasance of the Mortgage Loan and all other
reasonable expenses associated with the defeasance, or (y) provide all opinions
required under the related Mortgage Loan documents, and in the case of loans
with an outstanding principal balance as of the Cut-off Date of $40,000,000 or
greater, (a) a REMIC opinion and (b) rating agency letters confirming that no
downgrade or qualification shall occur as a result of the defeasance.
(35) In the event that a Mortgage Loan is secured by more than one
Mortgaged Property, then, in connection with a release of less than all of such
Mortgaged Properties, a Mortgaged Property may not be released as collateral for
the related Mortgage Loan unless, in connection with such release, an amount
equal to not less than 125% of the Allocated Loan Amount for such Mortgaged
Property is prepaid or, in the case of a defeasance, an amount equal to 125% of
the Allocated Loan Amount is defeased through the deposit of replacement
collateral (as contemplated in clause (34) hereof) sufficient to make all
scheduled payments with respect to such defeased amount, or such release is
otherwise in accordance with the terms of the Mortgage Loan documents.
(36) Each Mortgaged Property is owned by the related Mortgagor,
except for Mortgaged Properties which are secured in whole or in a part by a
Ground Lease and for out-parcels, and is used and occupied for commercial or
multifamily residential purposes in accordance with applicable law.
(37) Any material non-conformity with applicable zoning laws
constitutes a legal non-conforming use or structure which, in the event of
casualty or destruction, may be restored or repaired to the full extent of the
use or structure at the time of such casualty, or for which law and ordinance
insurance coverage has been obtained in amounts consistent with the standards
utilized by the Seller.
(38) Neither the Seller nor any affiliate thereof has any obligation
to make any capital contributions to the related Mortgagor under the Mortgage
Loan. The Mortgage Loan was not originated for the sole purpose of financing the
construction of incomplete improvements on the related Mortgaged Property.
(39) No court of competent jurisdiction will determine in a final
decree that fraud, with respect to the Mortgage Loans has taken place on the
part of the Seller or, to the Seller's actual knowledge, on the part of any
originator, in connection with the origination of such Mortgage Loan.
(40) If the related Mortgage or other Mortgage Loan documents
provide for a grace period for delinquent Monthly Payments, such grace period is
no longer than ten (10) days from the applicable payment date.
(41) The following statements are true with respect to the related
Mortgaged Property: (a) the Mortgaged Property is located on or adjacent to a
dedicated road or has access to an irrevocable easement permitting ingress and
egress and (b) the Mortgaged Property is served by public or private utilities,
water and sewer (or septic facilities) and otherwise appropriate for the use in
which the Mortgaged Property is currently being utilized.
(42) None of the Mortgage Loan documents contain any provision that
expressly excuses the related borrower from obtaining and maintaining insurance
coverage for acts of terrorism and, in circumstances where terrorism insurance
is not expressly required, the mortgagee is not prohibited from requesting that
the related borrower maintain such insurance, in each case, to the extent such
insurance coverage is generally available for like properties in such
jurisdictions at commercially reasonable rates. Each Mortgaged Property is
insured by an "all risk" casualty insurance policy that does not contain an
express exclusion for (or, alternatively, is covered by a separate policy that
insures against property damage resulting from) acts of terrorism.
(43) An appraisal of the related Mortgaged Property was conducted in
connection with the origination of such Mortgage Loan, and such appraisal
satisfied the guidelines in Title XI of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, as in effect on the date such Mortgage
Loan was originated.
Defined Terms:
The term "Allocated Loan Amount" shall mean, for each Mortgaged
Property, the portion of principal of the related Mortgage Loan allocated to
such Mortgaged Property for certain purposes (including determining the release
prices of properties, if permitted) under such Mortgage Loan as set forth in the
related loan documents. There can be no assurance, and it is unlikely, that the
Allocated Loan Amounts represent the current values of individual Mortgaged
Properties, the price at which an individual Mortgaged Property could be sold in
the future to a willing buyer or the replacement cost of the Mortgaged
Properties.
The term "Anticipated Repayment Date" shall mean the date on which
all or substantially all of any Excess Cash Flow is required to be applied
toward prepayment of the related Mortgage Loan and on which any such Mortgage
Loan begins accruing Excess Interest.
The term "ARD Loan" shall have the meaning assigned thereto in the
Pooling and Servicing Agreement.
The term "Environmental Site Assessment" shall mean a Phase I
environmental report meeting the requirements of the American Society for
Testing and Materials, and, if in accordance with customary industry standards a
reasonable lender would require it, a Phase II environmental report, each
prepared by a licensed third party professional experienced in environmental
matters.
The term "Excess Cash Flow" shall mean the cash flow from the
Mortgaged Property securing an ARD Loan after payments of interest (at the
Mortgage Interest Rate) and principal (based on the amortization schedule), and
(a) required payments for the tax and insurance fund and ground lease escrows
fund, (b) required payments for the monthly debt service escrows, if any, (c)
payments to any other required escrow funds and (d) payment of operating
expenses pursuant to the terms of an annual budget approved by the Master
Servicer and discretionary (lender approved) capital expenditures.
The term "Excess Interest" shall mean any accrued and deferred
interest on an ARD Loan in accordance with the following terms. Commencing on
the respective Anticipated Repayment Date each ARD Loan (pursuant to its
existing terms or a unilateral option, as defined in Treasury Regulations under
Section 1001 of the Code, in the Mortgage Loans exercisable during the term of
the Mortgage Loan) generally will bear interest at a fixed rate (the "Revised
Rate") per annum equal to the Mortgage Interest Rate plus a percentage specified
in the related Mortgage Loan documents. Until the principal balance of each such
Mortgage Loan has been reduced to zero (pursuant to its existing terms or a
unilateral option, as defined in Treasury Regulations under Section 1001 of the
Code, in the Mortgage Loans exercisable during the term of the Mortgage Loan),
such Mortgage Loan will only be required to pay interest at the Mortgage
Interest Rate and the interest accrued at the excess of the related Revised Rate
over the related Mortgage Interest Rate will be deferred (such accrued and
deferred interest and interest thereon, if any, is "Excess Interest").
The term "in reliance on" shall mean that:
(a) the Seller has examined and relied in whole or in part upon one
or more of the specified documents or other information in connection with
a given representation or warranty;
(b) that the information contained in such document or otherwise
obtained by the Seller appears on its face to be consistent in all
material respects with the substance of such representation or warranty;
(c) the Seller's reliance on such document or other information is
consistent with the standard of care exercised by prudent lending
institutions originating commercial mortgage loans; and
(d) although the Seller is under no obligation to verify
independently the information contained in any document specified as being
relied upon by it, the Seller believes the information contained therein
to be true, accurate and complete in all material respects and has no
actual knowledge of any facts or circumstances which would render reliance
thereon unjustified without further inquiry.
The term "Mortgage Interest Rate" shall mean the fixed rate of
interest per annum that each Mortgage Loan bears as of the Cut-off Date.
The term "Permitted Encumbrances" shall mean:
(a) the lien of current real property taxes, water charges, sewer
rents and assessments not yet delinquent or accruing interest or
penalties;
(b) covenants, conditions and restrictions, rights of way, easements
and other matters of public record acceptable to mortgage lending
institutions generally and referred to in the related mortgagee's title
insurance policy;
(c) other matters to which like properties are commonly subject, and
(d) the rights of tenants, as tenants only, whether under ground
leases or space leases at the Mortgaged Property.
which together do not materially and adversely affect the related
Mortgagor's ability to timely make payments on the related Mortgage Loan,
which do not materially interfere with the benefits of the security
intended to be provided by the related Mortgage or the use, for the use
currently being made, the operation as currently being operated,
enjoyment, value or marketability of such Mortgaged Property, provided,
however, that, for the avoidance of doubt, Permitted Encumbrances shall
exclude all pari passu, second, junior and subordinated mortgages but
shall not exclude mortgages that secure Mortgage Loans or Companion Loans
that are cross-collateralized with other Mortgage Loans.
Other. For purposes of these representations and warranties, the
term "to the Seller's knowledge" shall mean that no officer, employee or agent
of the Seller responsible for the underwriting, origination or sale of the
Mortgage Loans or any servicer that has serviced the Mortgage Loan on behalf of
the Seller, believes that a given representation or warranty is not true or is
inaccurate based upon the Seller's reasonable inquiry and during the course of
such inquiry, no such officer, employee or agent of the Seller has obtained any
actual knowledge of any facts or circumstances that would cause such person to
believe that such representation or warranty was inaccurate. Furthermore, all
information contained in documents which are part of or required to be part of a
Mortgage File shall be deemed to be within the Seller's knowledge. For purposes
of these representations and warranties, the term "to the Seller's actual
knowledge" shall mean that a director, officer, employee or agent of the Seller
responsible for the underwriting, origination and sale of the Mortgage Loans
does not actually know of any facts or circumstances that would cause such
person to believe that such representation or warranty was inaccurate.
Exhibit A - Ground Leases
JQH Hotel Portfolio - Fee/Leasehold
Embassy Suites Albuquerque
JQH Hotel Portfolio - Leasehold
Residence Inn Charleston
JQH Hotel Portfolio - Fee/Leasehold
Sheraton Sioux Falls
Hilton Garden Inn - Fee/Leasehold
Gateway
Valley View MHP Fee/Leasehold
EXHIBIT C
JPMCC 2005-LDP7
EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
Representation # (4)
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
Deerfield Common The property is subject to low income housing
Apartments project leasing and rent requirements set by
the Indiana Housing Financing Authority.
Windsong Mobile There is an existing lien against the property
Village in the amount of $5,000 due to fines for prior
code violations. Mortgagor is disputing the
fines. The title company agreed to insure over
the lien.
Representation # (6)
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
Deerfield Common The property is subject to low income housing
Apartments project leasing and rent requirements set by
the Indiana Housing Financing Authority.
Windsong Mobile There is an existing lien against the property
Village in the amount of $5,000 due to fines for prior
code violations. Mortgagor is disputing the
fines. The title company agreed to insure over
the lien.
JQH Portfolio The property also secures a
$10,000,000 B note that is subject to a
subordination and/or standstill agreement.
Representation # (8)
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
Deerfield Common The Property is subject to low income housing
Apartments project leasing and rent requirements set by
the Indiana Housing Financing Authority.
Representation # (10(a))
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
Hilton Garden Inn - Although liable as related to such act of
Gateway Mortgagor, or any of its principals, officers
or general partners, managers or members, or any
agent of any such persons, Mortgagor and
indemnitor are not liable for costs as a result
of damage to the property as a result of the
intentional misconduct or gross negligence of
any employee or for fraud or material
misrepresentation by any employee of the
Mortgagor.
HQ Building, Stop & Only the mortgagor is liable for a breach of
Shop (Bristol, RI), the environmental covenants. Liability does not
Stop & Shop go to actual waste but to acts related to the
(Framingham, MA), removal or disposal of any portion of the
Stop & Shop property after an event of default.
(Malden, MA), Stop &
Shop (Swampscott, MA)
Coast Business Only the mortgagor is liable for the e
Center, Grass environmental covenants. There is no entity or
Valley warm body on the remaining carveouts.
Gardens on El Paseo Only the mortgagor is liable for the
environmental covenants.
JQH Poartfolio The property also secures a $10,000,000 B note
that is subject to a subordination and/or
standstill agreement.
550 West B Street, Liability for each tenant in common is limited
701 Highlander, to their contribution.
Dollar General
Portfolio,
Long Lake Retail
Center, Heatherbrae
Heatherbrae With respect to the bankruptcy carveout, each
guarantor is fully liable only if its specific
mortgagor causes the property to become an asset
in a bankruptcy proceeding.
Deerfield Common Each individual indemnitor shall not be fully
Apartments liable in the event that another indemnitor (i)
becomes involved in any proceeding for
dissolution or liquidation, (ii) has colluded
with other creditors to cause an involuntary
bankruptcy, or (iii) contests or interferes with
Lender's remedies.
Representation # (12)
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
Dollar General A portion of the collateral may be released
Portfolio with a payment of 110% of the loan amount
subject to Lender's reasonable consent via DSCR
and LTV tests.
Representation #(14(c))
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
Stop & Shop The anticipated repayment date is five years
(Bristol, RI), Stop following the date of origination.
& Shop (Framingham,
MA), Stop & Shop
(Malden, MA), Stop
& Shop (Swampscott,
MA)
Representation # (16)
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
Troy Road Despite the mortgage property including legally
non-conforming parking, the requirement for law
and ordinance insurance was waived due to the
large portion of the mortgage property that
remains unimproved and available for additional
parking. This waiver is subject to the
unimproved portion not being partially released
per the mortgage.
JQH Hotel Portfolio Mortgagor covenanted to reconfigure the parking
lot at the Albuquerque property to include an
additional 18 spaces.
Windsong Mobile There is an existing lien against the property
Village in the amount of $5,000 due to fines for prior
code violations. Mortgagor is disputing the
fines. The title company agreed to insure over
the lien.
Windsong Mobile Mobile home parks are not allowed in the
Village commercial district but the existing property
predates the revisions to the zoning ordinance.
Despite the mortgage property being classified
as legally non-conforming with respect to use,
the requirement for law and ordinance insurance
was waived as the insurance does not cover
property use. Mortgagor is permitted to rebuild
provided less than 50% of the property is
destroyed.
Candlewood Suites The property conforms with zoning provided that
one additional parking space is
provided/striped. Mortgagor shall add the
parking space if required by any applicable
governmental authority. Additionally, the plat
requires the owner of the hotel property to own
the tract referred to as "Tract A" which is not
owned prior to the closing of the loan. The
city provided a letter indicating that the
Mortgagor will not be penalized by the city due
to past failure to comply with the plat
requirement. The Mortgagor and guarantor
provided a recourse carveout for any loss
related to the past failure to own Tract A.
Wallkill The property is missing some certificates of
occupancy. The Borrower has signed a recourse
carveout for any related loses if not provided
within ninety days of closing.
Representation # (17)
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
West Plaza The tax lot covering the property also covers
real property that is not collateral. The
Mortgagor is required to promptly file a
separate tax lot application. The entire tax
lot's assessments are taken into account in
calculating the impound account deposits.
Asbury Pointe MHP The property is currently assessed with an
adjoining property. The mortgaged property will
be separate tax parcel as of 01/01/07. The
Mortgagor provided a carveout for any related
loses.
Representation # (19)(a)
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
HQ Building, Stop & An immediate repair reserve was not collected
Shop (Bristol, RI), at closing; however, the Mortgagor is required
Stop & Shop to repair all items that are life safety or
(Framingham, MA), code violations within nine months of closing.
Stop & Shop If Mortgagor fails to repair items that are
(Malden, MA), Stop life safety, code violations or are greater
& Shop (Swampscott, than 0.10% of the loan amount within nine
MA) months of closing, the Mortgagor is required to
escrow funds equivalent to the related Deferred
Maintenance costs identified by Engineer.
Gardens on El An escrow for immediate repairs was not taken
Paseo, Dollar at closing.
General
Windsong Mobile 22 units at the subject property were damaged
Village by Hurricane Francis and Jean. 17 of these
units are back online. Of the 5 remaining units,
2 are in permit process, 1 is in the beginning
stage of permit process, 1 is vacant and 1 unit
is set to be demolished. 1 unit at the subject
property was damaged by Hurricane Wilma. It is
now in permit process.
Representation # (20) ALL
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
JQH Portfolio The principal of the Mortgagor is the holder of
a bond of the City of Albuquerque on the New
Mexico Property, but it was paid down to the
amount of $10,000 on the closing date. In
addition, the lender obtained a pledge of this
bond. As part of this financing, the property
was ground leased to the Mortgagor who shall
purchase the land at the end of the lease term,
which expires during the loan term, for $1. The
City of Albuquerque assigned all of its
interest in the ground lease to the principal
of the Mortgagor. The principal executed a
subordination agreement and signed a joinder to
the mortgage for the purpose of mortgaging
their fee interest. Other than the
representation that such ground lease has been
recorded, this ground lease does not conform
with any of the following representations and
warranties.
Representation # (22)
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
All Nomura Loans Nomura generally requires an AM Best rating of
A:IX.
HQ Building, Stop & If any of the policies of insurance contain an
Shop (Bristol, RI), exclusion from coverage for acts of terrorism,
Stop & Shop Mortgagor shall not be required to obtain such
(Framingham, MA), coverage provided (I) an Inland entity executes
Stop & Shop a guaranty, in form and substance satisfactory
(Malden, MA), Stop to Lender, guaranteeing in the event of any act
& Shop (Swampscott, of terrorism, payment to Lender of any sums
MA) that would have been payable to Lender under
such coverage (which shall be applied by Lender
in accordance with 6.4 hereof), and (II) the
Inland entity maintains a net worth of at least
$300,000,000 (as determined by such entity's
most recent audited financial statements), such
entity maintains a direct or indirect ownership
interest in Mortgagor, and the aggregate loan to
value ratio (as determined by Lender) ("LTV")
for all properties on which such entity has a
direct or indirect ownership interest shall not
exceed 60%, however, the Inland entity may
exceed the 60% LTV for a period not to exceed
six (6) months out of any twelve (12) month
period either (1) during the time period when
the Inland entity is offering securities to the
public or 2) when in the business judgment of
the Inland entity, exceeding an LTV of 60% is
necessary given existing circumstances of the
credit environment, but in no event shall the
LTV exceed 65% if the Inland entity maintains a
net worth greater than or equal to $300,000,000,
but less than $400,000,000, or 70% if the Inland
entity maintains a net worth of at least
$400,000,000.
Stop & Shop Tenant may self insure.
(Bristol, RI), Stop
& Shop (Framingham,
MA), Stop & Shop
(Malden, MA), Stop
& Shop (Swampscott,
MA), Dollar
General, Walgreens
(Kalamazoo, MI)
Representation # (24)
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
JQH Hotel Portfolio Mr. Hammons was the subject of two shareholder
litigation suits brought in the court of
chancery of the State of Delaware, New Castle
County. The complaints were filed against the
company JQH Hammons Hotels Inc. and its board of
directors which included Mr. Hammons. The suit
alleges that the board of directors breached its
fiduciary duty to the class A shareholders when
negotiating with a potential buyer of shares of
the company during a proposed merger
transaction. The suit seeks an appraisal action
and fair and reasonable damages to the plaintiff
class as a result of the alleged breach of
fiduciary duty in determining the fair value and
appropriate sale price of the company stock.
Hilton Garden Inn - Mortgagor is subject to a suit by adjacent
Gateway property owner to reverse a street vacation on
which a portion of the improvements were built.
This circumstance is mitigated by the fact that
Mortgagor has prevailed at the trial level and
is progressing through appellate procedures.
Title Insurance has been specifically granted by
the title company over any losses from this
litigation and a recourse carveout to the
Mortgagor and Indemnitor have been obtained.
Mountcrest The principals are currently subject to a
$2,600,000 settlement which is secured by 8.9
acres of commercial land in Pineville, NC. The
principals have 3 years from the execution of
the settlement to pay their fine. The property
in Pineville, NC is unrelated to the property
securing the Mountcrest loan.
Representation #(27)
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
Walgreens - Mortgagor is not required to submit annual
Kalamazoo operating or financial statements.
Representation # (32)
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
HQ Building, Stop & A transfer does not include a) any issuance,
Shop (Bristol, RI), sale or transfer of interests in Sole Member or
Stop & Shop any successor entity resulting from any merger
(Framingham, MA), permitted hereunder, b) a transfer by devise or
Stop & Shop descent or by operation of law upon the death
(Malden, MA), Stop of a member or partner of Mortgagor, or c) the
& Shop (Swampscott, merger of the Sole Member with any of the
MA) following entities: Inland Retail Real Estate
Trust, Inc., a Maryland corporation, Inland Real
Estate Investment Corporation, a Delaware
corporation, Inland American Real Estate Trust,
Inc., a Maryland Corporation, any other real
estate investment trust sponsored by Inland Real
Estate Investment Corporation, or any other
entity composed entirely of any of the foregoing
by merger. On or after the Closing Date,
Mortgagor may transfer greater than 49% of the
direct or indirect interests in the Mortgagor,
provided that the transfer is to a Qualified
Entity. A Qualified Entity is an entity with x)
a net worth of $200,000,000 y) sufficient
experience as determined by Lender, and z) which
owns or manages retail properties containing at
least 1,000,000 square feet of gross leasable
area.
550 West B Street Member interests in 550 Fleenor Investors, LLC
shall be freely transferable to Eric M. Theis
and/or Stephen M. Dunn without the consent of
Lender.
Albertsons Van Nuys Permitted transfers include transfers by Watt
Center Family Properties, Inc. of its interest in
Mortgagor or the general partner of Mortgagor to
an entity which is controlled by the
shareholders of Watt Family Properties, Inc. or
the spouse(s) or an lineal descendant(s).
Garden Valley Up to 49% of the non-managing interests are
freely transferable. The property may be
transferred to a newly formed SPE wholly owned
and controlled by Westwind Enterprises, Ltd. so
long as Ray K. Farris, II maintains managerial
control and his total family interests in the
entity do not decrease.
Gardens on El Paseo Partnership interests are freely transferable so
long as, among other qualification (i) either
BellPIC LLC and Davis Street Members, LLC (DSM)
remain members of the guarantor or otherwise
maintain control of Mortgagor or either BellPIC
LLC or DSM acquire the interests of the other
party; and (ii) not less than 51% of the
interests in guarantor shall be held by either
Bell PIC LLC and Bell Atlantic Master Trust or
DSM, Highland Park Land Company LLC, Davis
Street Investors LLC and either a party approved
by Lender or an institutional investor. An
institutional investor is, among other
qualifications, an entity that regularly invests
in real estate, is of good repute and has gross
assets of at least $250,000,000.
JQH Portfolio Transfers are permitted to a Qualified Borrower
or to a single purpose entity or other person
which does not result in a rating agency
downgrade. A Qualified Borrower includes John Q
Hammons, John Q Hammons Trust, Jonathan D
Ellian and any Ellian Permitted Transferee, and
any entity having assets under name or
management in excess of $1 billion.
550 West B Street, Subject to the satisfaction of the typical
701 Highlander, requirements for transfers, as more
Dollar General specifically set forth in the related loan
Portfolio, documents (e.g. prospective buyer of a TIC
Long Lake Retail interest to be a single purpose, bankruptcy
Center, Heatherbrae remote entity), transfers of interest in
Mortgagor are permitted to any entity that is
party to or will be party to the related TIC
Agreement.
Walgreens - Future secured debt permitted subject to
Kalamazoo certain conditions including an LTV of 50% and
a DSCR of 1.70x on an interest only basis based
on an interest rate of 7.44%.
Casa Place In the event of a sale of the related mortgaged
Apartments property pursuant to the satisfaction of
pre-approved conditions, Borrower is permitted
to take back purchase money financing secured by
equity interests in the buyer subject to various
conditions, including but not limited to an 80%
LTV and a 1.20x DSCR.
Coast Business Secured and unsecured subordinate financing is
Center permitted subject to certain conditions
including a 2.00x DSCR and a 50% LTV.
JQH Portfolio The property also secures a $10,000,000 B note
that is subject to a subordination and/or
standstill agreement.
Representation # (35)
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
Dollar General A portion of the collateral may be released
Portfolio with a payment of 110% of the loan amount
subject to Lender's reasonable consent via DSCR
and LTV tests.
Representation # (37)
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
Candlewood Suites The property conforms with zoning provided that
one additional parking space is
provided/striped. Mortgagor shall add the
parking space if required by any applicable
governmental authority. Additionally, the plat
requires the owner of the hotel property to own
the tract referred to as "Tract A" which is not
owned prior to the closing of the loan. The
city provided a letter indicating that the
Mortgagor will not be penalized by the city due
to past failure to comply with the plat
requirement. The Mortgagor and guarantor
provided a recourse carveout for any loss
related to the past failure to own Tract A.
Windsong Mobile Mobile home parks are not allowed in the
Village commercial district but the existing property
predates the revisions to the zoning ordinance.
Despite the mortgage property being classified
as legally non-conforming with respect to use,
the requirement for law and ordinance insurance
was waived as the insurance does not cover
property use. Mortgagor is permitted to rebuild
provided less than 50% of the property is
destroyed.
Troy Road Despite the mortgage property including legally
non-conforming parking, the requirement for law
and ordinance insurance was waived due to the
large portion of the mortgage property that
remains unimproved and available for additional
parking. This waiver is subject to the
unimproved portion not being partially released
per the mortgage.
JQH Hotel Portfolio Mortgagor covenanted to reconfigure the parking
lot at the Albuquerque property to include an
additional 18 spaces.
Representation # (41)
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
JQH Hotel Portfolio The South Dakota property has easements for
parking that are in effect during the period of
the Ground Lease, which will be in effect the
entire term of the loan
Representation # (42)
Loan Loan Name Description of Exception
Number
--------------------------------------------------------------------------------
Gardens on El Paseo Terrorism insurance is required unless such
coverage is not available at commercially
reasonable rates, unless not maintaining such
coverage will result in a downgrade, or not
legally available.
HQ Building, Stop & If any of the policies of insurance contain an
Shop (Bristol, RI), exclusion from coverage for acts of terrorism,
Stop & Shop Mortgagor shall not be required to obtain such
(Framingham, MA), coverage provided (I) an Inland entity executes
Stop & Shop a guaranty, in form and substance satisfactory
(Malden, MA), Stop to Lender, guaranteeing in the event of any act
& Shop (Swampscott, of terrorism, payment to Lender of any sums
MA) that would have been payable to Lender under
such coverage (which shall be applied by Lender
in accordance with 6.4 hereof), and (II) the
Inland entity maintains a net worth of at least
$300,000,000 (as determined by such entity's
most recent audited financial statements), such
entity maintains a direct or indirect ownership
interest in Mortgagor, and the aggregate loan to
value ratio (as determined by Lender) ("LTV")
for all properties on which such entity has a
direct or indirect ownership interest shall not
exceed 60%, however, the Inland entity may
exceed the 60% LTV for a period not to exceed
six (6) months out of any twelve (12) month
period either (1) during the time period when
the Inland entity is offering securities to the
public or 2) when in the business judgment of
the Inland entity, exceeding an LTV of 60% is
necessary given existing circumstances of the
credit environment, but in no event shall the
LTV exceed 65% if the Inland entity maintains a
net worth greater than or equal to $300,000,000,
but less than $400,000,000, or 70% if the Inland
entity maintains a net worth of at least
$400,000,000.
Stop & Shop Tenant may self insure.
(Bristol, RI), Stop
& Shop (Framingham,
MA), Stop & Shop
(Malden, MA), Stop
& Shop (Swampscott,
MA), Dollar
General, Walgreens
(Kalamazoo, MI)
EXHIBIT D
FORM OF OFFICER'S CERTIFICATE
I, [______], a duly appointed, qualified and acting [______] of
[___________], a [________] [______] (the "Company"), hereby certify on behalf
of the Company as follows:
1. I have examined the Mortgage Loan Purchase Agreement, dated as of
June 1, 2006 (the "Agreement"), between the Company and J.P. Morgan Chase
Commercial Mortgage Securities Corp., and all of the representations and
warranties of the Company under the Agreement are true and correct in all
material respects on and as of the date hereof (or, in the case of any
particular representation or warranty set forth on Exhibit B to the Agreement,
as of such other date provided for in such representation or warranty) with the
same force and effect as if made on and as of the date hereof, subject to the
exceptions set forth in the Agreement.
2. The Company has complied with all the covenants and satisfied all
the conditions on its part to be performed or satisfied under the Agreement on
or prior to the date hereof and no event has occurred which, with notice or the
passage of time or both, would constitute a default under the Agreement.
3. I have examined the information regarding the Mortgage Loans in
the Prospectus, dated June 23, 2006, as supplemented by the Prospectus
Supplement, dated June 23, 2006 (collectively, the "Prospectus"), relating to
the offering of the Class A-1, Class A-2, Class A-3A, Class A-3FL, Class A-3B,
Class A-4, Class A-SB, Class A-1A, Class A-M, Class A-J, Class X, Class B, Class
C, Class D and Class E Certificates, the Private Placement Memorandum, dated
June 23, 2006 (the "Privately Offered Certificate Private Placement
Memorandum"), relating to the offering of the Class F, Class G, Class H, Class
J, Class K, Class L, Class M, Class N, Class P, Class Q and Class NR
Certificates, and the Residual Private Placement Memorandum, dated June 23, 2006
(together with the Privately Offered Certificate Private Placement Memorandum,
the "Private Placement Memoranda"), relating to the offering of the Class R and
Class LR Certificates, and nothing has come to my attention that would lead me
to believe that the Prospectus, as of the date of the Prospectus Supplement or
as of the date hereof, or the Private Placement Memoranda, as of the date of the
Private Placement Memoranda or as of the date hereof, included or includes any
untrue statement of a material fact relating to the Mortgage Loans or omitted or
omits to state therein a material fact necessary in order to make the statements
therein relating to the Mortgage Loans, in light of the circumstances under
which they were made, not misleading.
Capitalized terms used herein without definition have the meanings
given them in the Agreement.
IN WITNESS WHEREOF, I have signed my name this ___ day of June,
2006.
By:____________________________________
Name:
Title:
SCHEDULE I
MORTGAGE LOANS FOR WHICH A LENDER'S ENVIRONMENTAL POLICY WAS
OBTAINED IN LIEU OF AN ENVIRONMENTAL SITE ASSESSMENT
None
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SCHEDULE II
MORTGAGED PROPERTY FOR WHICH
ENVIRONMENTAL INSURANCE IS MAINTAINED
None
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘8-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 7/14/06 |
| For Period End: | | 6/29/06 | | | | | | | 424B5 |
| | 6/23/06 | | 2 | | 8 |
| | 6/1/06 | | 1 | | 8 |
| List all Filings |
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