Mortgage Loan Purchase Agreement

Mortgage Loan Purchase Agreement

 
Exhibit 99.1
 
EXECUTION VERSION
 
 
This Mortgage Loan Purchase Agreement (this “Agreement”), is dated and effective September 18, 2014 between Ladder Capital Finance LLC, as seller (the “Seller”), Ladder Capital Finance Holdings LLLP (“LCFH”) and Deutsche Mortgage & Asset Receiving Corporation, as purchaser (the “Purchaser”).
 
The Seller desires to sell, assign, transfer and otherwise convey to the Purchaser, and the Purchaser desires to purchase, subject to the terms and conditions set forth below, the commercial, multifamily and, if applicable, manufactured housing mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (the “Mortgage Loan Schedule”).
 
It is expected that the Mortgage Loans will be transferred, together with other commercial, multifamily and, if applicable, manufactured housing mortgage loans (such Mortgage Loans, the “Other Mortgage Loans”) to COMM 2014-LC17 Mortgage Trust, a trust fund (the “Trust Fund”) to be formed by the Purchaser, the beneficial ownership of which will be evidenced by a series of commercial mortgage pass-through certificates (the “Certificates”). The offer and sale of certain classes of the Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”). The Trust Fund will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of September 1, 2014 (the “Pooling and Servicing Agreement”), between the Purchaser, as depositor (in such capacity, the “Depositor”), Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”), Wells Fargo Bank, National Association, as certificate administrator, custodian and paying agent (in such capacity, the “Certificate Administrator”), and Park Bridge Lender Services LLC, as operating advisor (the “Operating Advisor”).
 
The Purchaser intends to sell the Registered Certificates to Deutsche Bank Securities Inc. (“DBSI”), Cantor Fitzgerald & Co. (“CF&Co.”), Natixis Securities Americas LLC (“Natixis”), Citigroup Global Markets Inc. (“CGMI”) and Nomura Securities International, Inc. (“Nomura” and, together with DBSI, CF&Co., Natixis and CGMI, in their capacities as underwriters, the “Underwriters”) pursuant to an underwriting agreement dated as of the date hereof (the “Underwriting Agreement”). The Purchaser intends to sell other Certificates (the “Non-Registered Certificates”) to DBSI, CF&Co. and Wells Fargo Securities, LLC (“WFS” and, together with DBSI and CF&Co., in their capacities as initial purchasers, the “Initial Purchasers” and, together with the Underwriters, the “Principals”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”). Capitalized terms that are used but not defined herein have the respective meanings assigned to them in the Pooling and Servicing Agreement (in effect as of the Closing Date) or in the Indemnification Agreement, dated the date hereof (the “Indemnification Agreement”), between the Seller, LCFH, the Purchaser and the Principals.
 
 
 

 
 
Now, therefore, in consideration of the premises and the mutual agreements set forth herein, the parties agree as follows:
 
SECTION 1.          Agreement to Purchase.
 
Subject to the terms and conditions set forth in this Agreement, the Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on or about September 29, 2014 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $403,885,000, subject to a variance of plus or minus 5.0%. The purchase price of the Mortgage Loans (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth in the Bill of Sale (substantially in the form of Exhibit F hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Bill of Sale”). In addition, on the Closing Date, the Seller shall cause to be delivered to the Purchaser the aggregate Interest Deposit Amount with respect to each of the Mortgage Loans with an initial Due Date in November 2014, to be deposited by the Purchaser into the Distribution Account on behalf of the Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to 30 days of interest at the related Net Mortgage Pass-Through Rate on the related Stated Principal Balance of such Mortgage Loans as of the Cut-off Date.
 
SECTION 2.          Conveyance of Mortgage Loans.
 
(a)           On the Closing Date, subject only to receipt by the Seller of the Mortgage Loan Purchase Price, the satisfaction of the other closing conditions required to be satisfied on the part of Purchaser pursuant to Section 7 and the issuance of the Certificates, the Seller agrees to sell, transfer, assign, set over and otherwise convey to the Purchaser, and without limiting Section 4(a) hereof without recourse, all the right, title and interest of the Seller from and after the Closing Date in and to the following property whether now owned or existing or hereafter acquired or arising (the “Covered Assets”): the Mortgage Loans identified on the Mortgage Loan Schedule, including all rights to payment in respect thereof, which, notwithstanding the foregoing, includes all interest and principal received or receivable by the Seller on or with respect to the Mortgage Loans after the Cut-off Date (subject to the proviso in the next sentence), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, or other insurance policies and any escrow, reserve or other comparable accounts related to the Mortgage Loans, subject to (i) that certain Agreement to Appointment of Master Servicer dated as of September 1, 2014, between the Master Servicer and the Seller, (ii) the rights of any related Companion Loan Noteholder pursuant to the related Intercreditor Agreement, if any, and (iii) any Other Pooling and Servicing Agreement relating to a Non-Serviced Loan Combination, if any. The Purchaser shall be entitled to (and, to the extent received by or on behalf of the Seller, the Seller shall deliver or cause to be delivered to or at the direction of the Purchaser) all scheduled payments of principal and interest due on the Mortgage Loans after the Cut-off Date, and all other recoveries of principal and interest collected thereon after the Cut-off Date;
 
 
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provided, that all scheduled payments of principal and interest due on or before the Cut-off Date and collected after the Cut-off Date shall belong to the Seller, and the Purchaser or its successors or assigns shall promptly remit any such payments to the Seller.
 
With respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 2(a) serve as an assignment and assumption agreement between the Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan), as the assignor, and the Purchaser, on behalf of the Trust, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Purchaser all right, title and interest of the Seller in, to and arising out of the related Intercreditor Agreement and the Purchaser, on behalf of the Trust, hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of Seller (solely as holder of such Mortgage Loan and not as holder of any related Companion Loan) with respect to the related Intercreditor Agreement from and after the Closing Date. In addition, the Purchaser acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of the Pooling and Servicing Agreement.
 
Within 45 days after the Closing Date or, without limiting the requirements of the first paragraph of Section 2(d), after such later date on which the Seller has received all the missing filing/recording information, the Seller shall, or shall at the expense of the Seller cause a third party vendor (which may be the Trustee, Certificate Administrator or Custodian pursuant to the Pooling and Servicing Agreement or otherwise) to, except in the case of any Mortgage Loan that is a Non-Serviced Mortgage Loan, (1) complete (to the extent necessary) and submit for recording (in favor of the Trustee in the following form: “Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of COMM 2014-LC17 Mortgage Trust Commercial Mortgage Pass-Through Certificates” (in such capacity and, with respect to any Serviced Loan Combination, on behalf of any related Serviced Companion Loan Noteholders)) in the appropriate public recording office (a) each Assignment of Mortgage referred to in clause (iii) of Exhibit B which has not yet been submitted for recording and (b) each Reassignment of Assignment of Leases, Rents and Profits referred to in clause (viii)(B) of Exhibit B (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) complete (to the extent necessary) and file in the appropriate public filing office each UCC assignment of financing statement referred to in clause (v)(B) and (xiii) of Exhibit B which has not yet been submitted for filing or recording. Each such document shall reflect that the recorded original should be returned by the public recording office to the Custodian or its designee (or to the Seller or its designee as an alternative) following recording, and each such document shall reflect that the file copy thereof should be returned to the Custodian or its designee (or to the Seller or its designee as an alternative) following filing; provided that in those instances where the public recording office retains the original Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, the Custodian shall use commercially reasonable efforts to obtain therefrom a certified copy of the recorded original, at the expense of the Depositor. In the event that any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Seller shall promptly prepare or cause the preparation of a substitute therefor or cure or cause the curing of such defect, as the case may be, and shall thereafter deliver the substitute
 
 
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or corrected document to or at the direction of the Purchaser (or any subsequent owner of the affected Mortgage Loan, including, without limitation, the Trustee) for recording or filing, as appropriate, at the Seller’s expense. In the event that the Seller receives the original recorded or filed copy, the Seller shall, or shall cause a third party vendor or any other party under its control to, promptly upon receipt of the original recorded or filed copy (and in no event later than 5 Business Days following such receipt) deliver such original to the Custodian, with evidence of filing or recording thereon. Notwithstanding anything to the contrary contained in this Section 2, in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage, Assignment of Leases, Rents and Profits or Reassignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recorded, the obligations hereunder of the Seller shall be deemed to have been satisfied upon delivery to the Custodian of a copy of the recorded original of such Mortgage, Assignment of Mortgage, Assignment of Leases, Rents and Profits or Reassignment of Assignment of Leases, Rents and Profits.
 
On the Closing Date, upon (i) notification from the Seller that the Mortgage Loan Purchase Price referred to in Section 1 has been received by the Seller and (ii) the issuance of the Certificates, the Purchaser shall be authorized to release to the Certificate Administrator or its designee all of the Mortgage Files in the Purchaser’s possession relating to the Mortgage Loans.
 
(b)           In connection with the Seller’s assignment pursuant to subsection (a) above, and subject to subsections (c) and (d) below, the Seller shall deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian, on or before the Closing Date, the documents and/or instruments referred to in clauses (i), (ii), (vii), (xi) and (xix) of Exhibit B for each Mortgage Loan so assigned (with originals with respect to clause (i) and copies with respect to clauses (ii), (vii), (xi) and (xix)) and, except as otherwise provided in Section 2(d) below, within 30 days following the Closing Date, the remaining applicable documents in Exhibit B for each such Mortgage Loan, with copies to the Master Servicer; provided that, with respect to a Mortgage Loan that is included in a Serviced Loan Combination, except for the Note referred to in clause (i)(B) of Exhibit B, only a single original set of Loan Documents in Exhibit B is required to be delivered. With respect to a Mortgage Loan that is a Non-Serviced Mortgage Loan, the preceding document delivery requirements will be met by the delivery by or on behalf of the Seller to the Custodian of copies of the documents specified in Exhibit B (other than the Note and intervening endorsements evidencing a Non-Serviced Mortgage Loan, with respect to which the originals shall be required), including a copy of the Mortgage securing the applicable Non-Serviced Mortgage Loan and copies of the companion notes, and any assignments or other transfer documents referred to on Exhibit B as being in favor of the Trustee shall instead be in favor of the applicable Other Trustee.
 
(c)           If the Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original Note, the Seller shall deliver a copy or duplicate original of such Note, together with an affidavit certifying that the original thereof has been lost or destroyed and an indemnification in connection therewith in favor of the Certificate Administrator, the Trustee and the Custodian.
 
(d)           If the Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original or a copy of any of the documents and/or instruments referred to in clauses (ii), (iii), (v)(A), (viii)(A), (xiv) and (xvi) of Exhibit B and the UCC financing statements and
 
 
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UCC assignments of financing statements referred to in clause (xiii) of Exhibit B, with evidence of recording or filing thereon, solely because of a delay caused by the public recording or filing office where such document or instrument has been delivered for recordation or filing, or because such original recorded or filed document has been lost or returned from the recording or filing office and subsequently lost, as the case may be, the delivery requirements of Section 2(b) shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have been included in the related Mortgage File, provided that a copy of such document or instrument (without evidence of recording or filing thereon, but certified (which certificate may relate to multiple documents and/or instruments) by the applicable public recording or filing office, the applicable title insurance company or by the Seller to be a true and complete copy of the original thereof submitted for recording or filing, as the case may be) has been delivered to the Custodian within 45 days after the Closing Date, and either the original of such missing document or instrument, or a copy thereof, with evidence of recording or filing, as the case may be, thereon, is delivered to or at the direction of the Purchaser (or any subsequent owner of the affected Mortgage Loan, including without limitation the Trustee) within 180 days after the Closing Date (or within such longer period after the Closing Date as the Custodian may consent to, which consent shall not be unreasonably withheld, conditioned or delayed so long as the Seller has provided the Custodian with evidence of such recording or filing, as the case may be, or has certified to the Custodian as to the occurrence of such recording or filing, as the case may be, and is, as certified to the Custodian no less often than quarterly, in good faith attempting to obtain from the appropriate public recording or filing office such original or copy, provided such extensions do not exceed 24 months in the aggregate).
 
If the Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original or a copy of the related lender’s title insurance policy referred to in clause (vii) of Exhibit B solely because such policy has not yet been issued, the delivery requirements of Section 2(b) shall be deemed to be satisfied as to such missing item, and such missing item shall be deemed to have been included in the related Mortgage File, provided that the Seller has delivered to the Custodian a binder marked as binding and countersigned by the title insurer or its authorized agent (which may be a pro forma or specimen title insurance policy which has been accepted or approved in writing as binding by the related title insurance company) or an acknowledged closing instruction or escrow letter, and the Seller shall deliver to the Custodian or at the direction of the Purchaser (or any subsequent owner of the affected Mortgage Loan, including without limitation the Trustee), promptly following the receipt thereof, the original related lender’s title insurance policy (or a copy thereof). In addition, notwithstanding anything to the contrary contained in this Agreement, if there exists with respect to any group of related cross-collateralized Mortgage Loans only one original of any document referred to in Exhibit B covering all of the Mortgage Loans in such group, then the inclusion of the original of such document in the Mortgage File for any Mortgage Loan in such group shall be deemed an inclusion of such original in the Mortgage File for each such Mortgage Loan.
 
Notwithstanding anything herein to the contrary, with respect to the documents referred to in clause (xix) and clause (xx) on Exhibit B, the Seller acknowledges that the Master Servicer (or the applicable Other Servicer with respect to any Non-Serviced Mortgage Loan) will hold the original of each such document in trust on behalf of the Trustee in order to draw on such letter of credit on behalf of the Trust and the Seller shall be deemed to have satisfied the delivery requirements of this Agreement by delivering the original of each such document to the Master
 
 
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Servicer. The Seller shall pay any costs of assignment or amendment of such letter of credit required (which assignment or amendment shall change the beneficiary of the letter of credit to the Trust in care of the Master Servicer) in order for the Master Servicer to draw on such letter of credit on behalf of the Trust. In the event that the documents specified in clause (xx) on Exhibit B are missing with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) because the related assignment or amendment documents have not been completed, the Seller shall take all reasonably necessary steps to enable the Master Servicer to draw on the related letter of credit on behalf of the Trust including, if necessary, drawing on the letter of credit in its own name pursuant to written instructions from the Master Servicer and immediately remitting such funds (or causing such funds to be remitted) to the Master Servicer.
 
Contemporaneously with the execution of this Agreement by the Purchaser and the Seller, the Seller shall deliver a power of attorney substantially in the form of Exhibit C hereto to each of the Master Servicer and the Special Servicer, that permits such parties to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. The Seller will be required to effect at its expense the assignment and, if applicable, recordation of its Loan Documents until the assignment and recordation of all such Loan Documents has been completed.
 
(e)           Except as provided below, and except with respect to any Mortgage Loan that is a Non-Serviced Mortgage Loan, all documents and records in the Seller’s possession (or under its control) relating to the Mortgage Loans that are not required to be a part of a Mortgage File in accordance with Exhibit B but that are reasonably required to service the Mortgage Loans and copies of the documents in the Mortgage File (all such other documents and records, including Environmental Reports, as to any Mortgage Loan, the “Servicing File”), together with all escrow payments, reserve funds and other comparable funds in the possession of the Seller (or under its control) with respect to the Mortgage Loans, shall (unless they are held by a sub-servicer that shall, as of the Closing Date, begin acting on behalf of the Master Servicer pursuant to a written agreement between such parties) be delivered by the Seller (or its agent) to the Master Servicer (as the Purchaser’s designee) no later than the Closing Date; provided, the Seller shall not be required to deliver, and the Servicing File shall not be deemed to include drafts of Loan Documents, attorney-client or internal communications of the Seller or its affiliates or Seller’s credit underwriting or due diligence analyses or related data (as distinguished from Environmental Reports, financial statements, credit reports, title reports, structural and engineering reports, appraisals and other reports, analyses or data provided by the Borrowers or third parties other than the Seller’s attorneys). If a sub-servicer shall, as of the Closing Date, begin acting on behalf of the Master Servicer with respect to any Mortgage Loan pursuant to a written agreement between such parties, the Seller or its agent shall deliver a copy of the related Servicing File to the Master Servicer.
 
(f)           Each of the Seller and the Purchaser will treat, and their respective records will reflect, the transfer of the Mortgage Loans to the Purchaser as a sale, including for tax, accounting and any regulatory purposes. Following the transfer of the Mortgage Loans to the Purchaser, the Seller will not take any action inconsistent with the ownership of the Mortgage Loans by the Purchaser or its assignees.
 
 
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(g)           Furthermore, it is the express intent of the parties hereto that the conveyance of the Mortgage Loans by Seller to Purchaser as provided in this Agreement be, and be construed as, a sale of the Mortgage Loans by Seller to Purchaser and not a pledge of the Mortgage Loans by Seller to Purchaser to secure a debt or other obligation of Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to be property of Seller or if for any reason this Agreement is held or deemed to create a security interest in the Mortgage Loans:
 
(i)            this Agreement shall hereby create a security agreement within the meaning of Articles 8 and 9 of the Uniform Commercial Code in effect in the applicable state;
 
(ii)           the conveyance provided for in this Agreement shall hereby grant from Seller to Purchaser, and Seller hereby grants to Purchaser, a security interest in and to all of Seller’s right, title, and interest, whether now owned or hereafter acquired, in and to the Covered Assets and all proceeds thereof;
 
(iii)          the possession by Purchaser or its assignee of the Notes and such other goods, letters of credit, advices of credit, instruments, money, documents, chattel paper or certificated securities shall be deemed to be possession by the secured party or possession by a purchaser or a Person designated by him or her, for purposes of perfecting the security interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 9-306, 9-313 and 9-314 thereof) as in force in the relevant jurisdiction; and
 
(iv)          notifications to Persons holding such property, and acknowledgments, receipts, confirmations from Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, or Persons holding for (as applicable), Purchaser or its assignee for the purpose of perfecting such security interest under applicable law.
 
The Seller at the direction of the Purchaser or its assignee, shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that such security interest is a perfected security interest of first priority under applicable law and will be maintained as such. In connection herewith, Purchaser and its assignee shall have all of the rights and remedies of a secured party and creditor under the Uniform Commercial Code as in force in the relevant jurisdiction and may execute and file such UCC Financing Statements as may be reasonably necessary or appropriate to accomplish the foregoing.
 
(h)           It is further acknowledged and agreed by the Seller that the Purchaser intends to convey all right, title and interest of the Purchaser from and after the Closing Date in and to the Mortgage Loans and all rights and remedies under this Agreement (excluding the Purchaser’s rights and remedies under Sections 6(e)-(g), 9 and 11 of this Agreement) to the Trustee on behalf of the Certificateholders, including, without limitation, all rights and remedies as may be available under Section 6 to the Purchaser in the event of a Material Breach or a Material Defect, and the Trustee on behalf of the Certificateholders, as assignee of the Purchaser, or such other party as may be specified in the Pooling and Servicing Agreement, shall be entitled to enforce any obligations of the Seller hereunder in connection with a Material Breach or a
 
 
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Material Defect as if the Trustee on behalf of the Certificateholders had been an original party to this Agreement.
 
SECTION 3.          Examination of Mortgage Files and Due Diligence Review.
 
The Seller shall reasonably cooperate with any examination of the Mortgage Files and Servicing Files that may be undertaken by or on behalf of the Purchaser. The fact that the Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Files and/or Servicing Files shall not affect the Purchaser’s right to pursue any remedy available in equity or at law under Section 6 for a breach of the Seller’s representations, warranties and covenants set forth in or contemplated by Section 4.
 
SECTION 4.          Representations, Warranties and Covenants of the Seller.
 
(a)           The Seller hereby makes, as of the date hereof (or as of such other date specifically provided in the particular representation or warranty), to and for the benefit of the Purchaser, each of the representations and warranties set forth in Exhibit D with respect to each Mortgage Loan, subject to the exceptions set forth in Schedule D-1 to Exhibit D.
 
(b)           In addition, the Seller, as of the date hereof, hereby represents and warrants to, and covenants with, the Purchaser that:
 
(i)            The Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware and is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement.
 
(ii)           The execution and delivery of this Agreement by the Seller, and the performance of, and compliance with, the terms of this Agreement by the Seller, do not violate the Seller’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets, in each case which materially and adversely affects the ability of the Seller to carry out the transactions contemplated by this Agreement.
 
(iii)          The Seller has the full limited liability company power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
 
(iv)          This Agreement, assuming due authorization, execution and delivery by the Purchaser, constitutes a valid, legal and binding obligation of the Seller, enforceable against the Seller in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, liquidation, moratorium and other laws affecting the enforcement of creditors’ rights generally,
 
 
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including if the Seller is determined to be a “financial company” or an affiliate thereof under Section 201 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the powers of the Federal Deposit Insurance Corporation as receiver under Title II (Orderly Liquidation Authority) of the Dodd-Frank Act, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law, and (C) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement that purport to provide indemnification for securities laws liabilities.
 
(v)           The Seller is not in violation of, and its execution and delivery of this Agreement and its performance of, and compliance with, the terms of this Agreement do not constitute a violation of, any law, any judgment, order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Seller’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Seller to perform its obligations under this Agreement or the financial condition of the Seller.
 
(vi)          No litigation is pending or, to the best of the Seller’s knowledge, threatened against the Seller the outcome of which, in the Seller’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Seller to perform its obligations under this Agreement or the financial condition of the Seller.
 
(vii)         The Seller has not dealt with any broker, investment banker, agent or other Person, other than the Purchaser, the Principals, and their respective affiliates, that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans or the consummation of any of the other transactions contemplated hereby.
 
(viii)        No consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is required, under federal or state law (including, with respect to any bulk sale laws), for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement, or the consummation by the Seller of any transaction contemplated hereby, other than (1) the filing or recording of financing statements, instruments of assignment and other similar documents necessary in connection with the Seller’s sale of the Mortgage Loans to the Purchaser pursuant to this Agreement, (2) such consents, approvals, authorizations, qualifications, registrations, filings or notices as have been obtained, made or given and (3) where the lack of such consent, approval, authorization, qualification, registration, filing or notice would not have a material adverse effect on the performance by the Seller under this Agreement.
 
(c)           Upon discovery by any of the Seller or the parties to the Pooling and Servicing Agreement of a breach of any of the representations and warranties made pursuant to and set forth in subsection (b) above which materially and adversely affects the interests of the Purchaser or a breach of any of the representations and warranties made pursuant to subsection (a) above and set forth in Exhibit D that materially and adversely affects the value of
 
 
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any Mortgage Loan, the value of the related Mortgaged Property or the interests in such Mortgage Loan or Mortgaged Property of the Purchaser or the Trustee on behalf of the Certificateholders, the party discovering such breach shall (if the discovering party is the Seller), or shall be required pursuant to the Pooling and Servicing Agreement (if the discovering party is a party to the Pooling and Servicing Agreement) to, give prompt written notice of such breach to the Seller and/or the other parties, as applicable.
 
(d)           With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) that is subject to a franchise agreement with a related comfort letter in favor of the Seller that requires notice to or request of the related franchisor to transfer or assign any related comfort letter to the Trust or otherwise have a new comfort letter issued in the name of the Trust, the Seller or its designee shall provide any such required notice or make any such required request to the related franchisor, with a copy of such notice or request to the Master Servicer, within 45 days of the Closing Date (or any shorter period if required by the applicable comfort letter), notify the related franchisor that such Mortgage Loan has been transferred to the Trust and request a replacement comfort letter (or any such new document or acknowledgement as may be contemplated under the existing comfort letter), and the Pooling and Servicing Agreement shall require the Master Servicer to use reasonable efforts in accordance with the Servicing Standard to acquire such replacement comfort letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated under the existing comfort letter).
 
SECTION 5.          Representations, Warranties and Covenants of the Purchaser.
 
(a)           The Purchaser, as of the date hereof, hereby represents and warrants to, and covenants with, the Seller that:
 
(i)            The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of State of Delaware.
 
(ii)           The execution and delivery of this Agreement by the Purchaser, and the performance of, and compliance with, the terms of this Agreement by the Purchaser, do not violate the Purchaser’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets.
 
(iii)          The Purchaser has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
 
(iv)          This Agreement, assuming due authorization, execution and delivery by the Seller, constitutes a valid, legal and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of
 
 
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equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.
 
(v)           The Purchaser is not in violation of, and its execution and delivery of this Agreement and its performance of, and compliance with, the terms of this Agreement will not constitute a violation of, any law, any judgment, order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Purchaser’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Purchaser to perform its obligations under this Agreement or the financial condition of the Purchaser.
 
(vi)          No litigation is pending or, to the best of the Purchaser’s knowledge, threatened against the Purchaser which would prohibit the Purchaser from entering into this Agreement or, in the Purchaser’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Purchaser to perform its obligations under this Agreement or the financial condition of the Purchaser.
 
(vii)         The Purchaser has not dealt with any broker, investment banker, agent or other Person, other than the Seller, the Principals and their respective affiliates, that may be entitled to any commission or compensation in connection with the purchase of the Mortgage Loans or the consummation of any of the transactions contemplated hereby.
 
(viii)        No consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is required, under federal or state law, for the Purchaser’s execution, delivery and performance of or compliance by the Purchaser with this Agreement, or the consummation by the Purchaser of any transaction contemplated hereby, other than (1) such consents, approvals, authorizations, qualifications, registrations, filings or notices as have been obtained, made or given and (2) where the lack of such consent, approval, authorization, qualification, registration, filing or notice would not have a material adverse effect on the performance by the Purchaser under this Agreement.
 
(b)           Upon discovery by any of the parties hereto of a breach of any of the representations and warranties set forth above which materially and adversely affects the interests of the Seller, the party discovering such breach shall give prompt written notice of such breach to the other party or parties hereto.
 
SECTION 6.          Repurchases; Substitutions.
 
(a)           If the Purchaser discovers that any document constituting a part of a Mortgage File has not been delivered within the time periods provided for herein, has not been properly executed, is missing, does not appear to be regular on its face or contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule (each, a “Defect”), or discovers or receives notice of a breach of any representation or warranty of the Seller made pursuant to Section 4(a) of this Agreement with respect to any Mortgage Loan (a “Breach”), and if such Defect is a Material Defect or such Breach is a Material Breach, then the Purchaser (or, following the assignment of the Mortgage
 
 
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Loans to the Trust Fund, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Custodian, on behalf of the Trust Fund) shall give prompt written notice thereof to the Seller. If any such Defect or Breach materially and adversely affects the value of any Mortgage Loan, the value of the related Mortgaged Property or the interests in such Mortgage Loan or Mortgaged Property of the Purchaser, or causes the related Mortgage Loan to be other than a “qualified mortgage” (within the meaning of Section 860G(a)(3) of the Code, without regard to the rule of Treasury Regulation Section 1.860G-2(f)(2) which causes a defective mortgage loan to be treated as a “qualified mortgage”), then such Defect shall constitute a “Material Defect” or such Breach shall constitute a “Material Breach,” as the case may be; provided, that if any of the documents specified in clauses (i), (ii), (vii), (xi) and (xix) of the definition of “Mortgage File” is (subject to Sections 2(c) and 2(d) hereof) not delivered, and is certified as missing pursuant to Section 2.02 of the Pooling and Servicing Agreement, it shall be deemed a Material Defect. Promptly upon receiving written notice of any Material Defect or Material Breach with respect to a Mortgage Loan, accompanied by a written demand to take the actions contemplated by this sentence, the Seller shall, not later than 90 days from the Seller’s receipt from the Purchaser (or, following the assignment of the Mortgage Loans to the Trust Fund, any other party to the Pooling and Servicing Agreement, on behalf of the Trust Fund) of notice of, and demand to take action with respect to, such Material Defect or Material Breach, as the case may be (or, in the case of a Material Defect or Material Breach relating to a Mortgage Loan not being a “qualified mortgage” as described in the preceding sentence, not later than 90 days after the Seller or any party to the Pooling and Servicing Agreement discovers such Material Defect or Material Breach, provided that the Seller has received notice in accordance with the terms of the Pooling and Servicing Agreement) (any such 90-day period, the “Initial Resolution Period”), (i) cure the same in all material respects, (ii) repurchase the affected Mortgage Loan at the applicable Repurchase Price or (iii) substitute a Qualifying Substitute Mortgage Loan for such affected Mortgage Loan (provided that in no event shall such substitution occur later than the second anniversary of the Closing Date) and pay to the Master Servicer for deposit into the Collection Account any Substitution Shortfall Amount in connection therewith; provided that if (i) such Material Defect or Material Breach (other than one relating to a deemed Material Defect under the proviso to the immediately preceding sentence) is capable of being cured but not within the Initial Resolution Period, (ii) such Material Defect or Material Breach is not related to any Mortgage Loan’s not being a “qualified mortgage” within the meaning of the REMIC Provisions and (iii) the Seller has commenced and is diligently proceeding with the cure of such Material Defect or Material Breach within the Initial Resolution Period, then the Seller shall have an additional period equal to the applicable Resolution Extension Period to complete such cure or, failing such cure, to repurchase the Mortgage Loan or substitute a Qualifying Substitute Mortgage Loan. Notwithstanding the foregoing, if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated by a Borrower), healthcare facility, nursing home, assisted living facility, self-storage facility, theatre or fitness center (operated by a Borrower), then the failure to deliver to the Custodian copies of the UCC financing statements with respect to such Mortgage Loan shall not be a Material Defect.
 
If the Seller is notified of a Defect in any Mortgage File that also affects information set forth in the Mortgage Loan Schedule, the Seller shall promptly correct such Defect and provide a new, corrected Mortgage Loan Schedule to the Purchaser, which corrected Mortgage Loan Schedule shall be deemed to amend and replace the existing Mortgage Loan
 
 
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Schedule for all purposes. The failure of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee to notify the Seller of a Material Defect or Material Breach shall not constitute a waiver of any cure or repurchase obligation, provided that the Seller must receive written notice thereof as described in this Section 6(a) before commencement of the Initial Resolution Period.
 
If (x) there exists a Breach of any representation or warranty on the part of the Seller as set forth in, or made pursuant to, representation 30 or 32 of Exhibit D to this Agreement relating to fees and expenses payable by the Borrower associated with the exercise of a defeasance option, a waiver of a “due-on-sale” provision or a “due-on-encumbrance” provision or the release of any Mortgaged Property, and (y) the related Loan Documents specifically prohibit the Master Servicer or Special Servicer from requiring the related Borrower to pay such fees and expenses, then, upon receipt of notice from the Master Servicer or Special Servicer, the Seller may cure such breach by transferring to the Collection Account, within 90 days of the Seller’s receipt of such notice, the amount of any such fees and expenses borne by the Trust Fund that are the basis of such Breach. Upon its making such deposit, the Seller shall be deemed to have cured such Breach in all respects. Provided such payment is made, this paragraph describes the sole remedy available to the Purchaser and its assignees regarding any such Breach, regardless of whether it constitutes a Material Breach, and the Seller shall not be obligated to repurchase or otherwise cure such Breach.
 
Notwithstanding the foregoing provisions of this Section 6(a), in lieu of the Seller performing its obligations with respect to any Material Breach or Material Defect provided in the three preceding paragraphs, to the extent that the Seller and the Purchaser (or, following the assignment of the Mortgage Loans to the Trust Fund, the Special Servicer on behalf of the Trust Fund, and, if no Control Termination Event has occurred and is continuing, with the consent of the Controlling Class Representative) are able to agree upon a cash payment payable by the Seller to the Purchaser (or its assignee) that would be deemed sufficient to compensate the Purchaser (or its assignee) for a Material Breach or Material Defect (a “Loss of Value Payment”), the Seller may elect, in its sole discretion, to pay such Loss of Value Payment to the Purchaser (or its assignee); provided that a Material Defect or a Material Breach as a result of a Mortgage Loan not constituting a “qualified mortgage”, within the meaning of Code Section 860G(a)(3), may not be cured by a Loss of Value Payment. Upon its making such payment, the Seller shall be deemed to have cured such Material Breach or Material Defect in all respects. Provided such payment is made, this paragraph describes the sole remedy available to the Purchaser and its assignees regarding any such Material Breach or Material Defect, and the Seller shall not be obligated to repurchase or replace the related Mortgage Loan or otherwise cure such Material Breach or Material Defect.
 
(b)           In connection with any repurchase of, or substitution for, a Mortgage Loan contemplated by this Section 6:
 
(i)            the Custodian, the Master Servicer (with respect to any such Mortgage Loan other than a Specially Serviced Loan) and the Special Servicer (with respect to any such Mortgage Loan that is a Specially Serviced Loan), pursuant to the Pooling and Servicing Agreement, shall each be required to tender to the Seller, and the Seller shall be entitled to receive therefrom, all portions of the Mortgage File (in the case of the
 
 
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Custodian) and the Servicing File (in the case of the Master Servicer and the Special Servicer, as applicable) and any and all other documents pertaining to such Mortgage Loan possessed by it, upon delivery:
 
(A)            to the Master Servicer or the Special Servicer, as applicable, of a trust receipt, and
 
(B)            to the Custodian by the Master Servicer or the Special Servicer, as applicable, of a Request for Release and an acknowledgement by the Master Servicer or Special Servicer, as applicable, of its receipt of the Repurchase Price or the Substitution Shortfall Amount from the Seller;
 
(ii)         each document that constitutes a part of the Mortgage File that was endorsed or assigned to the Trustee shall be endorsed or assigned without recourse in the form of endorsement or assignment provided to the Custodian by the Seller, as the case may be, to the Seller as shall be necessary to vest in the Seller the legal and beneficial ownership of each Removed Mortgage Loan to the extent such ownership was transferred to the Trustee; and
 
(iii)        the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall release, or cause the release of, any escrow payments and reserve funds held by or on behalf of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, in respect of such Removed Mortgage Loan(s) to the Seller.
 
(c)           This Section 6 provides the sole remedies with respect to the Mortgage Loans available to the Purchaser, and its successors and permitted assigns (i.e., the Trustee and the holders of the Certificates) in respect of any Defect in a Mortgage File or any Breach. If the Seller defaults on its obligations to cure, to repurchase, or to substitute for, any Mortgage Loan in accordance with this Section 6, or disputes its obligation to cure, to repurchase, or to substitute for, any Mortgage Loan in accordance with Section 6, the Purchaser may take such action as is appropriate to enforce such payment or performance, including, without limitation, the institution and prosecution of appropriate proceedings. To the extent the Purchaser prevails in such proceeding, the Seller shall reimburse the Purchaser for all necessary and reasonable costs and expenses incurred in connection with the enforcement of such obligation of the Seller to cure, to repurchase, or to substitute for, any Mortgage Loan in accordance with this Section 6. To the extent the Seller prevails in such proceeding, the Purchaser shall reimburse the Seller for all necessary and reasonable costs and expenses incurred in connection with such proceeding.
 
Notwithstanding the foregoing, if there is a Material Breach or Material Defect with respect to one or more Mortgaged Properties securing a Mortgage Loan, the Seller shall not be obligated to repurchase the Mortgage Loan if (i) the affected Mortgaged Property may be released pursuant to the terms of any partial release provisions in the related Loan Documents (and such Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the Loan Documents and the Seller provides an Opinion of Counsel to the effect that such release would not cause an Adverse REMIC Event to
 
 
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occur and (iii) each Rating Agency then rating the Certificates shall have provided a No Downgrade Confirmation with respect to such release.
 
(d)           As to any Qualifying Substitute Mortgage Loan, at the direction of the Master Servicer (with respect to Performing Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties), the Seller shall deliver to the Custodian for such Qualifying Substitute Mortgage Loan (with a copy to the Master Servicer), the related Mortgage File with the related Note endorsed as required by Exhibit B hereto. Pursuant to the Pooling and Servicing Agreement, Monthly Payments due with respect to Qualifying Substitute Mortgage Loans in or prior to the month of substitution shall not be part of the Trust Fund and, if received by the Master Servicer, shall be remitted by the Master Servicer to the related Seller on the next succeeding Distribution Date. For the month of repurchase or substitution, distributions to Certificateholders pursuant to the Pooling and Servicing Agreement will include the Monthly Payment(s) due on the related Removed Mortgage Loan and received by the Master Servicer or the Special Servicer on behalf of the Trust on or prior to the related date of repurchase or substitution, as applicable, and the Seller shall be entitled to retain all amounts received thereafter in respect of such Removed Mortgage Loan.
 
In any month in which the Seller substitutes one or more Qualifying Substitute Mortgage Loans for one or more Removed Mortgage Loans, pursuant to this Agreement, the Master Servicer will determine the applicable Substitution Shortfall Amount. At the direction of the Certificate Administrator, the Seller shall deposit, or deliver to the Master Servicer for deposit, into the Collection Account cash equal to such amount concurrently with the delivery of the Mortgage Files for such Qualifying Substitute Mortgage Loans, without any reimbursement thereof. Any Mortgage Loan that is repurchased or replaced by the Seller pursuant to this Section 6 shall constitute a “Removed Mortgage Loan”.
 
(e)           If the Seller (i) receives from any Person (other than the Depositor) any Repurchase Communication of a Repurchase Request; (ii) rejects any Repurchase Request or is in dispute with the Person making any Repurchase Request as to the merits of such Repurchase Request (a “Dispute”); or (iii) receives a Repurchase Communication of a Repurchase Request Withdrawal, then the Seller shall deliver notice thereof (each, a “Rule 15Ga-1 Notice”) to the Depositor within ten (10) Business Days of the Seller’s receipt (or in the case of a rejection or Dispute, the occurrence or commencement) thereof. Each Rule 15Ga-1 Notice shall include (i) the identity of the related Mortgage Loan, (ii) the date the Repurchase Communication of the Repurchase Request or the Repurchase Request Withdrawal was received, as applicable, and (iii) in the case of a Repurchase Request, the identity of the Person making such Repurchase Request and, if known, the basis for the Repurchase Request (as asserted in the Repurchase Request).
 
Repurchase Communication” means, for purposes of this Section 6(e) only, any communication, whether oral or written, which need not be in any specific form.
 
(f)             The Seller shall provide to the Depositor relevant portions of any Form ABS-15G that the Seller is required to file with the Securities and Exchange Commission (only to the extent that such portions relate to any Mortgage Loan) on or before the date that is five (5) Business Days before the date such Form ABS-15G is required to be filed with the Securities and Exchange Commission. In connection with such filing, upon the request of the Seller, the
 
 
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Depositor shall provide to the Seller the Trust Fund’s Central Index Key (CIK) number and such other information regarding the principal balances of the Mortgage Loans as is reasonably necessary for the Seller to complete and file such Form ABS-15G.
 
(g)            The Seller agrees that a Rule 15Ga-1 Notice Provider will not, in connection with providing the Seller with any Rule 15Ga-1 Notice (for purposes of this Section 6(g) only, as defined in the Pooling and Servicing Agreement), be required to provide any information protected by the attorney-client privilege or attorney work product doctrines. In addition, the Seller hereby acknowledges that (i) any Rule 15Ga-1 Notice provided pursuant to Section 2.03(d) of the Pooling and Servicing Agreement is so provided only to assist the Seller, the Depositor and its Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii) (A) no action taken by, or inaction of, a Rule 15Ga-1 Notice Provider and (B) no information provided pursuant to Section 2.03(d) of the Pooling and Servicing Agreement by a Rule 15Ga-1 Notice Provider, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Rule 15Ga-1 Notice Provider may have with respect to this Agreement, including with respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice.
 
(h)           Each party hereto agrees that the receipt of a Rule 15Ga-1 Notice or the delivery of any notice required to be delivered pursuant to this Section 6 shall not, in and of itself, constitute delivery of notice of, receipt of notice of, or knowledge of the Seller of, any Material Defect or Material Breach.
 
SECTION 7.          Closing.
 
The closing of the purchase and sale of the Mortgage Loans (the “Closing”) shall be held at the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019 at 10:00 a.m., New York City time, on the Closing Date.
 
The Closing shall be subject to each of the following conditions:
 
(i)            All of the representations and warranties of the Seller and the Purchaser specified herein shall be true and correct as of the Closing Date, and the Aggregate Cut-off Date Balance shall be within the range permitted by Section 1 of this Agreement;
 
(ii)           All documents specified in Section 8 (the “Closing Documents”), in such forms as are agreed upon and acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Seller hereunder or the rights of the Seller hereunder or thereunder) and other documents to be delivered by or on behalf of the Purchaser, to the Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof;
 
(iii)          The Seller shall have delivered and released to the Certificate Administrator, the Purchaser or the Purchaser’s designee, as the case may be, all documents and funds required to be so delivered on or before the Closing Date pursuant to Section 2;
 
 
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(iv)          The result of any examination of the Mortgage Files and Servicing Files performed by or on behalf of the Purchaser pursuant to Section 3 shall be satisfactory to the Purchaser in its reasonable determination;
 
(v)           All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date;
 
(vi)          The Seller shall have received the Mortgage Loan Purchase Price, and the Seller shall have paid or agreed to pay all fees, costs and expenses payable by it to the Purchaser as of the Closing Date pursuant to this Agreement; and
 
(vii)         Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms.
 
Each of the parties agree to use their reasonable best efforts to perform their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.
 
SECTION 8.          Closing Documents.
 
The Closing Documents shall consist of the following:
 
(a)           This Agreement and the Bill of Sale duly executed and delivered by the Purchaser and the Seller;
 
(b)            An Officer’s Certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof;
 
(c)            An Officer’s Certificate certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Seller in or made pursuant to Section 4(a) (subject to the exceptions set forth in Schedule D-1 to Exhibit D) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically set forth in any such representation and warranty as the date as of which it was made) with the same effect as if made on the Closing Date (or as of such other date specifically set forth in any such representation and warranty as the date as of which it was made), (ii) Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Seller or LCFH, executed by an executive officer of the Seller, on the Seller’s behalf and dated the Closing Date, and upon which the Purchaser and the Principals may rely;
 
 
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(d)           A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date;
 
(e)            Powers of Attorney of the Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively;
 
(f)            Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals;
 
(g)           Any other opinions of counsel for the Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; and
 
(h)           Such further certificates, opinions and documents as the Purchaser may reasonably request.
 
SECTION 9.          Costs.
 
The Seller shall pay (or shall reimburse the Purchaser to the extent that the Purchaser has paid) (a) the fees and expenses of counsel to the Seller, (b) the expenses of filing or recording UCC assignments of financing statements, assignments of Mortgage and Reassignments of Assignments of Leases, Rents and Profits with respect to the Mortgage Loans as set forth in this Agreement and (c) on the Closing Date, the Seller’s Shared Expense Percentage of the Shared Expenses (each as defined in the Memorandum of Understanding dated as of August 18, 2014, between DBSI, the Seller, Cantor Commercial Real Estate Lending, L.P., Natixis Real Estate Capital LLC and Silverpeak Real Estate Finance LLC (the “MOU”)). All other costs and expenses, if any, in connection with the transactions contemplated hereunder shall be borne by the party incurring such cost or expense.
 
SECTION 10.        Notices.
 
All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if (a) personally delivered, (b) mailed by registered or certified mail, postage prepaid and received by the addressee, (c) sent by overnight mail or courier service and received by the addressee or (d) transmitted by facsimile (or any other type of electronic transmission agreed upon by the parties) and confirmed by a writing delivered by any of the means described in (a), (b) or (c), and if (i) to the Purchaser, addressed to Deutsche Mortgage & Asset Receiving Corporation, 60 Wall Street, New York, New York 10005, Attention: Lainie Kaye, facsimile no. (212) 797-4487, or such other address or facsimile number as may hereafter be furnished to the Seller in writing by the Purchaser; (ii) to the Seller, addressed to Ladder Capital Finance LLC at 345 Park Avenue, 8th Floor, New York, New York 10154, Attention: Pamela McCormack, E-mail: [email protected], with an electronic copy to each of Robert Perelman, E-mail: [email protected] and David Traitel, E-mail: [email protected], or to such other address, E-mail address
 
 
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or facsimile number as the Seller may designate in writing to the Purchaser; and (iii) to LCFH, addressed to Ladder Capital Finance Holdings LLLP at 345 Park Avenue, 8th Floor, New York, New York 10154, Attention: Pamela McCormack, E-mail: [email protected], with an electronic copy to each of Robert Perelman, E-mail: [email protected] and David Traitel, E-mail: [email protected], or to such other address, E-mail address or facsimile number as LCFH may designate in writing to the Purchaser.
 
SECTION 11.        Notice of Exchange Act Reportable Events.
 
The Seller hereby agrees to deliver or cause to be delivered to the Purchaser and the Certificate Administrator disclosures of all material information relating to any event, specifically relating to and actually known by the Seller, reasonably determined in good faith by the Seller as required to be reported on or filed as an exhibit to (a) any Annual Report on Form 10-K with respect to the Trust Fund, insofar as such disclosure is required under any of Items 1117 and/or 1119 of Regulation AB, (b) any Distribution Report on Form 10-D with respect to the Trust Fund, insofar as such disclosure is required under any of Items 1117 and/or 1121(c)(2) of Regulation AB or (c) any Current Report on Form 8-K with respect to the Trust Fund, insofar as such disclosure is required under Item 1.03 of Form 8-K. In each case, the disclosure information that is to be delivered by the Seller in accordance with this Section 11 is to be formatted in a manner that is reasonably appropriate for inclusion in the applicable form (that is, Form 10-K, Form 10-D and/or Form 8-K, as applicable). The Seller shall use reasonable efforts to deliver or cause to be delivered to the Certificate Administrator and the Purchaser proposed disclosure language relating to any such event, specifically relating to and actually known by the Seller, described under Item 1117 of Regulation AB or Item 1.03 of Form 8-K as soon as reasonably practicable after the Seller becomes aware of such event (and in no event more than two (2) business days following the Seller becoming aware of the occurrence of such event if such event is reportable under Item 1.03 of Form 8-K). The Seller shall also use reasonable efforts to deliver to the Certificate Administrator and the Purchaser proposed disclosure language relating to any such event, specifically relating to and actually known by the Seller, described under Item 1119 of Regulation AB no later than the later of (i) March 15 of the calendar year following the calendar year covered by the subject Annual Report on Form 10-K and (ii) 15 business days following receipt of written notice from the parties to the Pooling and Servicing Agreement (as required pursuant to the terms thereof) of the names and addresses of the parties to the Pooling and Servicing Agreement (if different from the original parties to the Pooling and Servicing Agreement) and each Servicing Function Participant retained by the parties to the Pooling and Servicing Agreement during the calendar year covered by the subject Annual Report on Form 10-K. Notwithstanding anything herein to the contrary, the Seller shall not be obligated to deliver to the Purchaser or to the Certificate Administrator disclosure information that was previously delivered by the Seller in accordance with this Section 11 or disclosed as part of the offering of the Certificates.
 
The obligation of the Seller to provide the above referenced disclosure materials will terminate upon notice or other written confirmation from the Purchaser that the reporting requirements with respect to the Trust Fund under the Exchange Act have been suspended. The Seller hereby acknowledges that the information to be provided by it pursuant to this Section will
 
 
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be used in the preparation of reports meeting the reporting requirements of the Purchaser with respect to the Trust Fund under Section 13(a) and/or Section 15(d) of the Exchange Act.
 
SECTION 12.        Representations, Warranties and Agreements to Survive Delivery.
 
All representations, warranties and agreements contained in this Agreement, incorporated herein by reference or contained in the certificates of officers of the Seller submitted pursuant hereto, shall remain operative and in full force and effect and shall survive delivery of the Mortgage Loans by the Seller to the Purchaser or its designee.
 
SECTION 13.        Severability of Provisions.
 
Any part, provision, representation, warranty or covenant of this Agreement that is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation, warranty or covenant of this Agreement that is prohibited or unenforceable or is held to be void or unenforceable in any particular jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof.
 
SECTION 14.        Counterparts.
 
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF), any other electronic format or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart of this Agreement.
 
SECTION 15.        GOVERNING LAW.
 
THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.
 
 
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SECTION 16.        WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION.
 
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT, ANY ASSIGNMENT OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR ANY ASSIGNMENT.
 
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO HEREBY IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE AND FEDERAL COURTS SITTING IN NEW YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT; (II) AGREES THAT ALL CLAIMS WITH RESPECT TO SUCH MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS; (III) WAIVES THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING INVOLVING SUCH CLAIMS IN ANY SUCH COURT; AND (IV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
 
SECTION 17.        Further Assurances.
 
The Seller and the Purchaser agree to execute and deliver such instruments and take such further actions as the other party may, from time to time, reasonably request in order to effectuate the purposes and to carry out the terms of this Agreement.
 
SECTION 18.        Successors and Assigns.
 
The rights and obligations of the Seller under this Agreement shall not be assigned by the Seller without the prior written consent of the Purchaser, except that any Person into which the Seller may be merged or consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which the Seller is a party, or any Person succeeding to all or substantially all of the business of the Seller, shall be the successor to the
 
 
21

 
 
Seller hereunder. The Purchaser has the right to assign its interest under this Agreement, in whole or in part (excluding the Purchaser’s rights and remedies under Sections 6(e)-(g), 9 and 11 of this Agreement), to the Trustee, for the benefit of the Certificateholders, as may be required to effect the purposes of the Pooling and Servicing Agreement and, upon such assignment, the Trustee shall, to the extent of such assignment, succeed to the rights hereunder of the Purchaser, provided that the Trustee shall have no right to further assign such rights to any other Person. Subject to the foregoing, this Agreement shall bind and inure to the benefit of and be enforceable by the Seller and the Purchaser, and their permitted successors and permitted assigns.
 
The parties do not intend the benefits of this Agreement to inure to any third party except as expressly set forth in this Section 18.
 
SECTION 19.        Amendments.
 
No term or provision of this Agreement may be amended, waived, modified or in any way altered, unless such amendment, waiver, modification or alteration is in writing and signed by a duly authorized officer of the party against whom such amendment, waiver, modification or alteration is sought to be enforced.
 
SECTION 20.        Entire Agreement.
 
This Agreement contains the entire agreement and understanding between the parties hereto with respect to the subject matter hereof (other than the MOU (solely with respect to those portions of this Agreement that are not assigned to the Trustee), the Bill of Sale, the Indemnification Agreement, the Underwriting Agreement, the Certificate Purchase Agreement and the Pooling and Servicing Agreement), and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof.
 
SECTION 21.        Obligations of LCFH.
 
For value received, the receipt and sufficiency of which are hereby acknowledged, LCFH, a limited liability limited partnership duly organized under the laws of the State of Delaware, hereby absolutely and unconditionally guarantees the prompt and complete payment when due of the obligations and liabilities, whether now in existence or hereafter arising, of the Seller, an indirect wholly owned subsidiary of LCFH, to the Purchaser (i) arising out of or under Section 6 of this Agreement and (ii) that are owed under such Section 6 to the Purchaser or any of its successors and permitted assigns under this Agreement (collectively, the “Obligations”). The guaranty provided for in this Section 21 is one of payment and not of collection. LCFH hereby waives notice of acceptance of the guaranty provided for in this Section 21 and notice of any of the Obligations to which it may apply, and waives diligence, presentment, demand for payment, protest, notice of protest, notice of dishonor or non-payment of any Obligation, suit or the taking of other action by the Purchaser against, and any other notice to, the Seller, LCFH or others.
 
 
22

 
 
LCFH hereby waives any defense arising by reason of, and any and all right to assert against the Purchaser any claim or defense based upon, an election of remedies by the Purchaser which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes LCFH’s rights to proceed against the Seller or any other guarantor for reimbursement or contribution, and/or any other rights of the Purchaser to proceed against the Seller, any other guarantor, or any other Person or security.
 
LCFH acknowledges that it is presently informed of the financial condition of the Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations.
 
When pursuing its rights and remedies hereunder against LCFH, the Purchaser may, but shall be under no obligation to, pursue such rights and remedies that the Purchaser may have against the Seller or any other Person or any security or other guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Purchaser to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any security or other guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or security or other guarantee or right of offset, shall not relieve LCFH of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Purchaser against LCFH.
 
 
23

 
 
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names to be signed hereto by their respective duly authorized officers as of the date first above written.
   
 
LADDER CAPITAL FINANCE LLC
     
 
By:
 /s/ David M. Traitel
    Name: David M. Traitel
    Title: Managing Director
     
 
DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION
     
 
By:
 /s/ Helaine Kaplan
    Name: Helaine Kaplan
    Title: President
     
 
By:
 /s/ Natalie Grainger
    Name: Natalie Grainger
    Title: Vice President
 
Acknowledged and agreed solely as to Section 21:
 
LADDER CAPITAL FINANCE HOLDINGS LLLP
     
By:
 /s/ Robert Perelman  
  Name: Robert Perelman  
  Title: Managing Director  
 
 
COMM 2014-LC17 - Mortgage Loan Purchase Agreement (LCF)

 
 
EXHIBIT A
 
MORTGAGE LOAN SCHEDULE
 
The Mortgage Loan Schedule shall set forth, among other things, the following information with respect to each Mortgage Loan:
 
(i)             the loan number;
 
(ii)           the Mortgage Loan name;
 
(iii)          the street address (including city, state and zip code) of the related Mortgaged Property;
 
(iv)          the Mortgage Rate in effect as of the Cut-off Date;
 
(v)            the original principal balance;
 
(vi)          the Stated Principal Balance as of the Cut-off Date;
 
(vii)         the Maturity Date for each Mortgage Loan;
 
(viii)        the Due Date;
 
(ix)          the amount of the Monthly Payment due on the first Due Date following the Cut-off Date;
 
(x)            the Servicing Fee Rate;
 
(xi)          whether the Mortgage Loan is an Actual/360 Mortgage Loan;
 
(xii)         whether any letter of credit is held by the lender as a beneficiary or is assigned as security for such Mortgage Loan;
 
(xiii)        the revised rate of such Mortgage Loan, if any;
 
(xiv)        whether the Mortgage Loan is part of a Loan Combination;
 
(xv)         whether the Mortgage Loan is secured in any part by a leasehold interest; and
 
(xvi)        whether the Mortgage Loan has any related mezzanine debt or other subordinate debt.
 
Such list may be in the form of more than one list, collectively setting forth all of the information required. Certain of the above-referenced items are described on the Mortgage Loan Schedule attached hereto.
 
 
A-1

 
 
 
COMM 2014-LC17 - Mortgage Loan Schedule (PSA)
     
                                             
       
Mortgage Loan
                     
Mortage
 
Original Principal
 
Cut-off Date
 
Maturity Date
ID
 
Loan Number
 
 Seller
 
Mortgage Loan Name
 
Street Address
 
City
 
State
 
Zip Code
 
Rate
 
Balance
 
Stated Principal Balance
 
or ARD
2
 
LCF72
 
LCF
 
Wilton Commercial Portfolio
 
Various
 
Various
 
Various
 
Various
 
4.7870%
 
$120,000,000
 
$120,000,000
 
9/6/2024
2.01
 
LCF7241
 
LCF
 
John Rolfe Commons
 
2200-2316 John Rolfe Parkway
 
Richmond
 
VA
 
23233
 
4.7870%
 
$12,148,471
 
$12,148,471
   
2.02
 
LCF7230
 
LCF
 
Tuckahoe Village Shopping Center
 
11200-11280 Patterson Avenue
 
Richmond
 
VA
 
23238
 
4.7870%
 
$11,546,588
 
$11,546,588
   
2.03
 
LCF72.01
 
LCF
 
Hermitage Industrial Center
 
8400-8621 Sanford Drive, 8401-8447 Glazebrook Drive
 
Richmond
 
VA
 
23228
 
4.7870%
 
$10,999,451
 
$10,999,451
   
2.04
 
LCF7238
 
LCF
 
Westland Shopping Center
 
8025-8099 Broad Street
 
Richmond
 
VA
 
23294
 
4.7870%
 
$7,168,784
 
$7,168,784
   
2.05
 
LCF7245
 
LCF
 
The Shoppes at Crossridge
 
10220 Staples Mill Road
 
Glen Allen
 
VA
 
23060
 
4.7870%
 
$6,621,490
 
$6,621,490
   
2.06
 
LCF7232
 
LCF
 
Lauderdale Square
 
3001, 3101, 3033-3171 Lauderdale Drive
 
Richmond
 
VA
 
23233
 
4.7870%
 
$5,362,902
 
$5,362,902
   
2.07
 
LCF7214
 
LCF
 
Wilton Park / Wilton Park West
 
4901 and 4905 Dickens Road
 
Richmond
 
VA
 
23230
 
4.7870%
 
$4,979,765
 
$4,979,765
   
2.08
 
LCF7240
 
LCF
 
Atlee Commerce Center II and III
 
9424 A-L and 9432 Atlee Commerce Boulevard
 
Ashland
 
VA
 
23005
 
4.7870%
 
$4,487,294
 
$4,487,294
   
2.09
 
LCF7248
 
LCF
 
Montpelier Shopping Center
 
16601-16655 Mountain Road
 
Montpelier
 
VA
 
23192
 
4.7870%
 
$4,323,137
 
$4,323,137
   
2.10
 
LCF72.07
 
LCF
 
Walgreens at Ridgefield Commons
 
10720 Ridgefield Parkway
 
Richmond
 
VA
 
23233
 
4.7870%
 
$3,666,431
 
$3,666,431
   
2.11
 
LCF72.02
 
LCF
 
Hanover Commons Shopping Center
 
9502 Chamberlayne Road
 
Mechanicsville
 
VA
 
23116
 
4.7870%
 
$3,611,686
 
$3,611,686
   
2.12
 
LCF72.03
 
LCF
 
Beverly Hills Shopping Center
 
8502-8540 Patterson Avenue
 
Richmond
 
VA
 
23229
 
4.7870%
 
$3,283,451
 
$3,283,451
   
2.13
 
LCF72.04
 
LCF
 
Maybeury North Shopping Center
 
8909 Patterson Avenue
 
Richmond
 
VA
 
23229
 
4.7870%
 
$3,283,451
 
$3,283,451
   
2.14
 
LCF7235
 
LCF
 
Stratford Hills Shopping Center
 
2801-2919 Hathaway Road and 6798 Forest Hill Avenue
 
Richmond
 
VA
 
23225
 
4.7870%
 
$3,173,961
 
$3,173,961
   
2.15
 
LCF7216
 
LCF
 
Wilton Square at Innsbrook
 
10820-10890 West Broad Street
 
Glen Allen
 
VA
 
23060
 
4.7870%
 
$3,009,804
 
$3,009,804
   
2.16
 
LCF7219
 
LCF
 
Gayton Business Center I - VIII
 
12111-12115 Ridgefield Parkway
 
Richmond
 
VA
 
23233
 
4.7870%
 
$2,626,745
 
$2,626,745
   
2.17
 
LCF7244
 
LCF
 
Humana Office Building
 
4191 Innslake Drive
 
Glen Allen
 
VA
 
23060
 
4.7870%
 
$2,626,745
 
$2,626,745
   
2.18
 
LCF7229
 
LCF
 
Canterbury Shopping Center
 
10602-10622 Patterson Avenue
 
Richmond
 
VA
 
23238
 
4.7870%
 
$2,407,843
 
$2,407,843
   
2.19
 
LCF7236
 
LCF
 
Maybeury South Shopping Center
 
8901-8917 Patterson Avenue
 
Richmond
 
VA
 
23229
 
4.7870%
 
$2,188,941
 
$2,188,941
   
2.20
 
LCF7231
 
LCF
 
Tuckahoe Village Merchant Square
 
1104-1126 Westbriar Drive
 
Richmond
 
VA
 
23238
 
4.7870%
 
$1,641,725
 
$1,641,725
   
2.21
 
LCF7239
 
LCF
 
The Park at Dickens Place
 
6401-6405 Dickens Place
 
Richmond
 
VA
 
23230
 
4.7870%
 
$1,614,275
 
$1,614,275
   
2.22
 
LCF7234
 
LCF
 
Canterbury Green Shopping Center
 
10605 Patterson Avenue
 
Richmond
 
VA
 
23238
 
4.7870%
 
$1,477,490
 
$1,477,490
   
2.23
 
LCF7225
 
LCF
 
Verizon Center
 
7300-7336 Staples Mill Road
 
Richmond
 
VA
 
23228
 
4.7870%
 
$1,450,196
 
$1,450,196
   
2.24
 
LCF7251
 
LCF
 
Southgate Manor
 
828 Westway Street
 
Elizabeth City
 
NC
 
27909
 
4.7870%
 
$1,340,706
 
$1,340,706
   
2.25
 
LCF7246
 
LCF
 
Crossridge Wells Fargo Bank
 
10190 Staples Mill Road
 
Glen Allen
 
VA
 
23060
 
4.7870%
 
$1,094,510
 
$1,094,510
   
2.26
 
LCF7217
 
LCF
 
Crofton Green Merchants Square
 
12341-12395 Gayton Road
 
Richmond
 
VA
 
23238
 
4.7870%
 
$1,067,059
 
$1,067,059
   
2.27
 
LCF7215
 
LCF
 
Westland East Shopping Center
 
8021-8023 and 8045 West Broad Street
 
Richmond
 
VA
 
23294
 
4.7870%
 
$1,039,765
 
$1,039,765
   
2.28
 
LCF72.05
 
LCF
 
Quioccasin Shoppes
 
9101-9115 Quioccasin Road
 
Richmond
 
VA
 
23229
 
4.7870%
 
$985,020
 
$985,020
   
2.29
 
LCF7237
 
LCF
 
Wilton Square at Brandermill
 
13601-13621 Genito Road
 
Midlothian
 
VA
 
23112
 
4.7870%
 
$930,353
 
$930,353
   
2.30
 
LCF7218
 
LCF
 
Nova of Virginia Aquatics
 
12215 Gayton Road
 
Richmond
 
VA
 
23238
 
4.7870%
 
$738,824
 
$738,824
   
2.31
 
LCF72.06
 
LCF
 
Quioccasin Square Shopping Center
 
1419-1425 Blue Jay Lane & 9025-9035 Quioccasin Road
 
Richmond
 
VA
 
23229
 
4.7870%
 
$711,373
 
$711,373
   
2.32
 
LCF7227
 
LCF
 
2208-2218 Perl Road
 
2208-2218 Perl Road
 
Richmond
 
VA
 
23230
 
4.7870%
 
$711,373
 
$711,373
   
2.33
 
LCF7250
 
LCF
 
Atlee Business Center V and VI
 
9471 and 9474 King Air Court
 
Ashland
 
VA
 
23005
 
4.7870%
 
$684,078
 
$684,078
   
2.34
 
LCF7249
 
LCF
 
2400 Westwood Avenue
 
2400 Westwood Avenue
 
Richmond
 
VA
 
23230
 
4.7870%
 
$673,098
 
$673,098
   
2.35
 
LCF7223
 
LCF
 
2121 Dabney Road
 
2121 Dabney Road
 
Richmond
 
VA
 
23230
 
4.7870%
 
$656,706
 
$656,706
   
2.36
 
LCF7211
 
LCF
 
BHSC-Verizon Store
 
8550 Patterson Avenue
 
Richmond
 
VA
 
23229
 
4.7870%
 
$629,333
 
$629,333
   
2.37
 
LCF7212
 
LCF
 
Brookside Convenience Center
 
7601 Brook Road
 
Richmond
 
VA
 
23227
 
4.7870%
 
$547,216
 
$547,216
   
2.38
 
LCF7233
 
LCF
 
Offices At Parham & Patterson
 
8545 Patterson Avenue
 
Richmond
 
VA
 
23229
 
4.7870%
 
$514,353
 
$514,353
   
2.39
 
LCF7228
 
LCF
 
4411 Jacque Street
 
4411 Jacque Street
 
Richmond
 
VA
 
23230
 
4.7870%
 
$478,824
 
$478,824
   
2.40
 
LCF7222
 
LCF
 
2040 Westmoreland Street
 
2040 Westmoreland Street
 
Richmond
 
VA
 
23230
 
4.7870%
 
$410,431
 
$410,431
   
2.41
 
LCF7243
 
LCF
 
Canterbury Building
 
10625 Patterson Avenue
 
Richmond
 
VA
 
23238
 
4.7870%
 
$377,569
 
$377,569
   
2.42
 
LCF7213
 
LCF
 
338 Oyster Point Road
 
338 Oyster Point Road
 
Newport News
 
VA
 
23602
 
4.7870%
 
$361,176
 
$361,176
   
2.43
 
LCF72.09
 
LCF
 
5712-5716 Greendale Road
 
5712-5716 Greendale Road
 
Richmond
 
VA
 
23228
 
4.7870%
 
$355,686
 
$355,686
   
2.44
 
LCF7224
 
LCF
 
5004-5010 West Clay Street
 
5004-5010 West Clay Street
 
Richmond
 
VA
 
23230
 
4.7870%
 
$355,686
 
$355,686
   
2.45
 
LCF7242
 
LCF
 
Canterbury Green Office Building
 
10611 Patterson Avenue
 
Richmond
 
VA
 
23238
 
4.7870%
 
$344,784
 
$344,784
   
2.46
 
LCF7226
 
LCF
 
4909-4911 West Clay Street
 
4909-4911 West Clay Street
 
Richmond
 
VA
 
23230
 
4.7870%
 
$328,392
 
$328,392
   
2.47
 
LCF7210
 
LCF
 
4100 West Clay Street
 
4100 West Clay Street
 
Richmond
 
VA
 
23230
 
4.7870%
 
$240,706
 
$240,706
   
2.48
 
LCF72.08
 
LCF
 
5612-5614 Greendale Road
 
5612-5614 Greendale Road
 
Richmond
 
VA
 
23228
 
4.7870%
 
$235,294
 
$235,294
   
2.49
 
LCF7247
 
LCF
 
The Wilton Professional Building
 
3200 Lauderdale Drive
 
Richmond
 
VA
 
23233
 
4.7870%
 
$218,902
 
$218,902
   
2.50
 
LCF7221
 
LCF
 
5001-5003 West Leigh Street
 
5001-5003 West Leigh Street
 
Richmond
 
VA
 
23230
 
4.7870%
 
$207,922
 
$207,922
   
2.51
 
LCF7220
 
LCF
 
4905 West Clay Street
 
4905 West Clay Street
 
Richmond
 
VA
 
23230
 
4.7870%
 
$60,235
 
$60,235
   
8
 
LCF56
 
LCF
 
Emerald Hills Village & Beaver Lake Estates
 
Various
 
Various
 
MN
 
Various
 
4.4810%
 
$31,150,000
 
$31,150,000
 
9/6/2024
8.01
 
LCF56.02
 
LCF
 
Emerald Hills Village
 
8555 Bacardi Avenue
 
Inver Grove Heights
 
MN
 
55077
 
4.4810%
 
$20,300,000
 
$20,300,000
   
8.02
 
LCF56.01
 
LCF
 
Beaver Lake Estates
 
2425 East Maryland Avenue
 
Maplewood
 
MN
 
55119
 
4.4810%
 
$10,850,000
 
$10,850,000
   
9
 
LCF73
 
LCF
 
U-Haul Pool 4
 
Various
 
Various
 
Various
 
Various
 
4.5000%
 
$31,000,000
 
$31,000,000
 
9/1/2029
9.01
 
LCF73.06
 
LCF
 
U-Haul of Houston
 
14900 Westheimer Road
 
Houston
 
TX
 
77082
 
4.5000%
 
$5,425,000
 
$5,425,000
   
9.02
 
LCF73.17
 
LCF
 
U-Haul of Glendale
 
6544 West Bell Road
 
Glendale
 
AZ
 
85308
 
4.5000%
 
$5,000,000
 
$5,000,000
   
9.03
 
LCF73.09
 
LCF
 
U-Haul of Savannah
 
3802 Ogeechee Road
 
Savannah
 
GA
 
31405
 
4.5000%
 
$2,663,000
 
$2,663,000
   
9.04
 
LCF73.07
 
LCF
 
U-Haul of Gretna
 
4 Westbank Expressway
 
Gretna
 
LA
 
70053
 
4.5000%
 
$2,069,000
 
$2,069,000
   
9.05
 
LCF73.08
 
LCF
 
U-Haul of Tuscaloosa
 
124 Skyland Boulevard East
 
Tuscaloosa
 
AL
 
35405
 
4.5000%
 
$1,939,000
 
$1,939,000
   
9.06
 
LCF73.03
 
LCF
 
U-Haul of Independence
 
305 East US Highway 24
 
Independence
 
MO
 
64050
 
4.5000%
 
$1,784,000
 
$1,784,000
   
9.07
 
LCF73.10
 
LCF
 
U-Haul of Columbus
 
2980 Morse Road
 
Columbus
 
OH
 
43231
 
4.5000%
 
$1,764,000
 
$1,764,000
   
9.08
 
LCF73.05
 
LCF
 
U-Haul of San Angelo
 
1330 South Koenigheim Street
 
San Angelo
 
TX
 
76903
 
4.5000%
 
$1,655,000
 
$1,655,000
   
9.09
 
LCF73.12
 
LCF
 
U-Haul of Memphis
 
3561 South Mendenhall Road
 
Memphis
 
TN
 
38115
 
4.5000%
 
$1,603,000
 
$1,603,000
   
9.10
 
LCF73.15
 
LCF
 
U-Haul of Orange
 
174 Boston Post Road
 
Orange
 
CT
 
6477
 
4.5000%
 
$1,376,000
 
$1,376,000
   
9.11
 
LCF73.13
 
LCF
 
U-Haul of Tampa
 
10415 North Florida Avenue
 
Tampa
 
FL
 
33612
 
4.5000%
 
$1,151,000
 
$1,151,000
   
9.12
 
LCF73.04
 
LCF
 
U-Haul of Topeka
 
3825 Southwest Topeka Boulevard
 
Topeka
 
KS
 
66609
 
4.5000%
 
$1,086,000
 
$1,086,000
   
9.13
 
LCF73.16
 
LCF
 
U-Haul of Saddle Brook
 
210 US Highway 46
 
Saddle Brook
 
NJ
 
7663
 
4.5000%
 
$1,050,000
 
$1,050,000
   
9.14
 
LCF73.14
 
LCF
 
U-Haul of Hartford
 
3197 Main Street
 
Hartford
 
CT
 
6120
 
4.5000%
 
$957,000
 
$957,000
   
9.15
 
LCF73.01
 
LCF
 
U-Haul of Anaheim
 
626 South Anaheim Boulevard
 
Anaheim
 
CA
 
92805
 
4.5000%
 
$569,000
 
$569,000
   
9.16
 
LCF73.02
 
LCF
 
U-Haul of Pocatello
 
709 North 5th Avenue
 
Pocatello
 
ID
 
83201
 
4.5000%
 
$485,000
 
$485,000
   
9.17
 
LCF73.11
 
LCF
 
U-Haul of Middletown
 
230 South Verity Parkway
 
Middletown
 
OH
 
45044
 
4.5000%
 
$424,000
 
$424,000
   
 
 
 

 
 
COMM 2014-LC17 - Mortgage Loan Schedule (PSA)
     
                                             
       
Mortgage Loan
                     
Mortage
 
Original Principal
 
Cut-off Date
 
Maturity Date
ID
 
Loan Number
 
 Seller
 
Mortgage Loan Name
 
Street Address
 
City
 
State
 
Zip Code
 
Rate
 
Balance
 
Stated Principal Balance
 
or ARD
12
 
LCF74
 
LCF
 
Bartlett Flex Portfolio
 
Various
 
Memphis
 
TN
 
38133
 
5.1500%
 
$24,500,000
 
$24,500,000
 
9/6/2021
12.01
 
LCF74.02
 
LCF
 
3110 Stage Post Drive
 
3110 Stage Post Drive
 
Memphis
 
TN
 
38133
 
5.1500%
 
$3,053,410
 
$3,053,410
   
12.02
 
LCF74.14
 
LCF
 
8500 Wolf Lake Drive
 
8500 Wolf Lake Drive
 
Memphis
 
TN
 
38133
 
5.1500%
 
$2,482,937
 
$2,482,937
   
12.03
 
LCF74.11
 
LCF
 
8390 Wolf Lake Drive
 
8390 Wolf Lake Drive
 
Memphis
 
TN
 
38133
 
5.1500%
 
$2,290,057
 
$2,290,057
   
12.04
 
LCF74.04
 
LCF
 
3144 Stage Post Drive
 
3144 Stage Post Drive
 
Memphis
 
TN
 
38133
 
5.1500%
 
$2,190,057
 
$2,190,057
   
12.05
 
LCF74.12
 
LCF
 
8400 Wolf Lake Drive
 
8400 Wolf Lake Drive
 
Memphis
 
TN
 
38133
 
5.1500%
 
$2,162,832
 
$2,162,832
   
12.06
 
LCF74.09
 
LCF
 
8370 Wolf Lake Drive
 
8370 Wolf Lake Drive
 
Memphis
 
TN
 
38133
 
5.1500%
 
$1,979,062
 
$1,979,062
   
12.07
 
LCF74.10
 
LCF
 
8380 Wolf Lake Drive
 
8380 Wolf Lake Drive
 
Memphis
 
TN
 
38133
 
5.1500%
 
$1,639,794
 
$1,639,794
   
12.08
 
LCF74.05
 
LCF
 
3150 Stage Post Drive
 
3150 Stage Post Drive
 
Memphis
 
TN
 
38133
 
5.1500%
 
$1,583,249
 
$1,583,249
   
12.09
 
LCF74.13
 
LCF
 
8410 Wolf Lake Drive
 
8410 Wolf Lake Drive
 
Memphis
 
TN
 
38133
 
5.1500%
 
$1,470,160
 
$1,470,160
   
12.10
 
LCF74.08
 
LCF
 
8024 Stage Hills Boulevard
 
8024 Stage Hills Boulevard
 
Memphis
 
TN
 
38133
 
5.1500%
 
$1,326,181
 
$1,326,181
   
12.11
 
LCF74.03
 
LCF
 
3111 Stage Post Drive
 
3111 Stage Post Drive
 
Memphis
 
TN
 
38133
 
5.1500%
 
$1,187,437
 
$1,187,437
   
12.12
 
LCF74.06
 
LCF
 
7850 Stage Hills Boulevard
 
7850 Stage Hills Boulevard
 
Memphis
 
TN
 
38133
 
5.1500%
 
$1,083,772
 
$1,083,772
   
12.13
 
LCF74.07
 
LCF
 
7876 Stage Hills Boulevard
 
7876 Stage Hills Boulevard
 
Memphis
 
TN
 
38133
 
5.1500%
 
$1,083,772
 
$1,083,772
   
12.14
 
LCF74.01
 
LCF
 
3080 Stage Post Drive
 
3080 Stage Post Drive
 
Memphis
 
TN
 
38133
 
5.1500%
 
$967,280
 
$967,280
   
13
 
LCF57
 
LCF
 
Hillphoenix Global Corporate Headquarters
 
2016 Gees Mill Road Northeast
 
Conyers
 
GA
 
30013
 
4.9240%
 
$22,771,000
 
$22,771,000
 
9/6/2024
18
 
LCF58
 
LCF
 
Lake Rudolph
 
78 North Holiday Boulevard
 
Santa Claus
 
IN
 
47579
 
4.5690%
 
$18,422,250
 
$18,422,250
 
9/6/2024
19
 
LCF71
 
LCF
 
Temple Villas
 
Various
 
Philadelphia
 
PA
 
Various
 
4.5500%
 
$18,250,000
 
$18,250,000
 
9/6/2024
22
 
LCF59
 
LCF
 
California Professional Center
 
1400 South Grand Avenue
 
Los Angeles
 
CA
 
90015
 
4.5500%
 
$16,100,000
 
$16,100,000
 
8/6/2024
24
 
LCF76
 
LCF
 
Highwoods Portfolio
 
Various
 
Glen Allen
 
VA
 
23060
 
4.8610%
 
$15,750,000
 
$15,750,000
 
9/6/2024
24.01
 
LCF76.05
 
LCF
 
Vantage Pointe
 
4405 Cox Road
 
Glen Allen
 
VA
 
23060
 
4.8610%
 
$5,825,000
 
$5,825,000
   
24.02
 
LCF76.06
 
LCF
 
Technology Park I
 
4949 Cox Road
 
Glen Allen
 
VA
 
23060
 
4.8610%
 
$3,850,000
 
$3,850,000
   
24.03
 
LCF76.07
 
LCF
 
Technology Park II
 
4953-4965 Cox Road
 
Glen Allen
 
VA
 
23060
 
4.8610%
 
$1,295,000
 
$1,295,000
   
24.04
 
LCF76.01
 
LCF
 
Vantage Place A
 
4318-4351 Cox Road
 
Glen Allen
 
VA
 
23060
 
4.8610%
 
$1,230,000
 
$1,230,000
   
24.05
 
LCF76.04
 
LCF
 
Vantage Place D
 
4318-4351 Cox Road
 
Glen Allen
 
VA
 
23060
 
4.8610%
 
$1,218,000
 
$1,218,000
   
24.06
 
LCF76.03
 
LCF
 
Vantage Place C
 
4318-4351 Cox Road
 
Glen Allen
 
VA
 
23060
 
4.8610%
 
$1,190,000
 
$1,190,000
   
24.07
 
LCF76.02
 
LCF
 
Vantage Place B
 
4318-4351 Cox Road
 
Glen Allen
 
VA
 
23060
 
4.8610%
 
$1,142,000
 
$1,142,000
   
28
 
LCF61
 
LCF
 
Triangle Plaza
 
6105 Capital Boulevard
 
Raleigh
 
NC
 
27616
 
4.3670%
 
$15,000,000
 
$15,000,000
 
10/1/2024
34
 
LCF62
 
LCF
 
Lake in Wood
 
576 Yellow Hill Road
 
Narvon
 
PA
 
17555
 
4.5180%
 
$11,055,000
 
$11,055,000
 
9/6/2024
36
 
LCF63
 
LCF
 
Seaside Factory Outlet
 
1111 North Roosevelt Drive
 
Seaside
 
OR
 
97138
 
4.8500%
 
$10,250,000
 
$10,250,000
 
9/6/2024
37
 
LCF64
 
LCF
 
Quail Run
 
3509 Lake Avenue
 
Columbia
 
SC
 
29206
 
4.5350%
 
$10,200,000
 
$10,200,000
 
8/6/2024
40
 
LCF60
 
LCF
 
Vista Green Portfolio
 
Various
 
Midwest City
 
OK
 
73110
 
4.5750%
 
$9,275,000
 
$9,275,000
 
9/6/2024
40.01
 
LCF60.01
 
LCF
 
Vista Green Apartments
 
7020 East Reno Avenue
 
Midwest City
 
OK
 
73110
 
4.5750%
 
$5,186,000
 
$5,186,000
   
40.02
 
LCF60.02
 
LCF
 
Vista Green Village
 
2512 North Glenhaven Drive
 
Midwest City
 
OK
 
73110
 
4.5750%
 
$4,089,000
 
$4,089,000
   
44
 
LCF65
 
LCF
 
Putnam Green Portfolio
 
Various
   
OK
 
73132
 
4.5750%
 
$8,325,000
 
$8,325,000
 
9/6/2024
44.01
 
LCF65.01
 
LCF
 
Putnam Green Apartments
 
7525 Knight Lake Drive
   
OK
 
73132
 
4.5750%
 
$5,552,000
 
$5,552,000
   
44.02
 
LCF65.02
 
LCF
 
Villas at Putnam Green
 
7321 Lyrewood Lane
   
OK
 
73132
 
4.5750%
 
$2,773,000
 
$2,773,000
   
48
 
LCF75
 
LCF
 
Florida Multifamily Portfolio
 
Various
 
Various
 
FL
 
Various
 
5.2500%
 
$7,994,000
 
$7,994,000
 
9/6/2024
48.01
 
LCF75.03
 
LCF
 
Lakewood
 
1651 Lake Meadow Circle South
 
Brandon
 
FL
 
33510
 
5.2500%
 
$3,738,000
 
$3,738,000
   
48.02
 
LCF75.01
 
LCF
 
Live Oak
 
2232 North Spring Glade Circle
 
Tampa
 
FL
 
33613
 
5.2500%
 
$2,723,000
 
$2,723,000
   
48.03
 
LCF75.02
 
LCF
 
Summerwind
 
5262 Timuquana Road
 
Jacksonville
 
FL
 
32210
 
5.2500%
 
$1,533,000
 
$1,533,000
   
49
 
LCF66
 
LCF
 
Jellystone of Western NY
 
5204 Youngers Road
 
North Java
 
NY
 
14113
 
4.5690%
 
$7,172,750
 
$7,172,750
 
9/6/2024
50
 
LCF67
 
LCF
 
Walgreens Cupey
 
Northeast corner of the intersection of State Roads 845 and 844
 
Cupey
 
PR
 
00926
 
4.9000%
 
$7,125,000
 
$7,125,000
 
9/6/2024
52
 
LCF55
 
LCF
 
Villas De Nolana
 
121 East Quamasia Avenue
 
McAllen
 
TX
 
78504
 
4.8500%
 
$6,900,000
 
$6,900,000
 
9/6/2024
55
 
LCF68
 
LCF
 
Sam’s Club
 
1350 West Highway 50
 
O’Fallon
 
IL
 
62269
 
4.7170%
 
$5,670,000
 
$5,670,000
 
9/6/2024
63
 
LCF69
 
LCF
 
Brainard Crossing
 
5612 Wilson Mills Road
 
Highland Heights
 
OH
 
44143
 
5.0000%
 
$4,000,000
 
$4,000,000
 
9/6/2024
70
 
LCF70
 
LCF
 
Tractor Supply - El Centro
 
1850 Bradshaw Drive
 
El Centro
 
CA
 
92243
 
4.9500%
 
$2,975,000
 
$2,975,000
 
9/6/2024

 
 

 
 
COMM 2014-LC17 - Mortgage Loan Schedule (PSA)
     
                                             
                       
Servicing Fee Rate
 
Interest
                   
       
Mortgage Loan
     
Due
 
Current Monthly
 
Master Servicing
 
Primary Servicing
 
Accrual
 
Letter of
     
Part of
 
Leasehold
 
Current Mezzanine
ID
 
Loan Number
 
 Seller
 
Mortgage Loan Name
 
Date
 
Debt Service
 
Fee Rate
 
Fee Rate
 
Method
 
Credit
 
Post-ARD Revised Rate
 
Loan Combination
 
Interest
 
or Subordinate Debt
2
 
LCF72
 
LCF
 
Wilton Commercial Portfolio
 
6
 
628,655.83
 
0.0025%
 
0.0025%
 
Actual/360
 
None
     
Yes
       
2.01
 
LCF7241
 
LCF
 
John Rolfe Commons
     
 
                               
2.02
 
LCF7230
 
LCF
 
Tuckahoe Village Shopping Center
     
 
                               
2.03
 
LCF72.01
 
LCF
 
Hermitage Industrial Center
     
 
                               
2.04
 
LCF7238
 
LCF
 
Westland Shopping Center
     
 
                               
2.05
 
LCF7245
 
LCF
 
The Shoppes at Crossridge
     
 
                               
2.06
 
LCF7232
 
LCF
 
Lauderdale Square
     
 
                               
2.07
 
LCF7214
 
LCF
 
Wilton Park / Wilton Park West
     
 
                               
2.08
 
LCF7240
 
LCF
 
Atlee Commerce Center II and III
     
 
                               
2.09
 
LCF7248
 
LCF
 
Montpelier Shopping Center
     
 
                               
2.10
 
LCF72.07
 
LCF
 
Walgreens at Ridgefield Commons
     
 
                               
2.11
 
LCF72.02
 
LCF
 
Hanover Commons Shopping Center
     
 
                               
2.12
 
LCF72.03
 
LCF
 
Beverly Hills Shopping Center
     
 
                               
2.13
 
LCF72.04
 
LCF
 
Maybeury North Shopping Center
     
 
                               
2.14
 
LCF7235
 
LCF
 
Stratford Hills Shopping Center
     
 
                               
2.15
 
LCF7216
 
LCF
 
Wilton Square at Innsbrook
     
 
                               
2.16
 
LCF7219
 
LCF
 
Gayton Business Center I - VIII
     
 
                               
2.17
 
LCF7244
 
LCF
 
Humana Office Building
     
 
                               
2.18
 
LCF7229
 
LCF
 
Canterbury Shopping Center
     
 
                               
2.19
 
LCF7236
 
LCF
 
Maybeury South Shopping Center
     
 
                               
2.20
 
LCF7231
 
LCF
 
Tuckahoe Village Merchant Square
     
 
                               
2.21
 
LCF7239
 
LCF
 
The Park at Dickens Place
     
 
                               
2.22
 
LCF7234
 
LCF
 
Canterbury Green Shopping Center
     
 
                               
2.23
 
LCF7225
 
LCF
 
Verizon Center
     
 
                               
2.24
 
LCF7251
 
LCF
 
Southgate Manor
     
 
                               
2.25
 
LCF7246
 
LCF
 
Crossridge Wells Fargo Bank
     
 
                               
2.26
 
LCF7217
 
LCF
 
Crofton Green Merchants Square
     
 
                               
2.27
 
LCF7215
 
LCF
 
Westland East Shopping Center
     
 
                               
2.28
 
LCF72.05
 
LCF
 
Quioccasin Shoppes
     
 
                               
2.29
 
LCF7237
 
LCF
 
Wilton Square at Brandermill
     
 
                               
2.30
 
LCF7218
 
LCF
 
Nova of Virginia Aquatics
     
 
                               
2.31
 
LCF72.06
 
LCF
 
Quioccasin Square Shopping Center
     
 
                               
2.32
 
LCF7227
 
LCF
 
2208-2218 Perl Road
     
 
                               
2.33
 
LCF7250
 
LCF
 
Atlee Business Center V and VI
     
 
                               
2.34
 
LCF7249
 
LCF
 
2400 Westwood Avenue
     
 
                               
2.35
 
LCF7223
 
LCF
 
2121 Dabney Road
     
 
                               
2.36
 
LCF7211
 
LCF
 
BHSC-Verizon Store
     
 
                               
2.37
 
LCF7212
 
LCF
 
Brookside Convenience Center
     
 
                               
2.38
 
LCF7233
 
LCF
 
Offices At Parham & Patterson
     
 
                               
2.39
 
LCF7228
 
LCF
 
4411 Jacque Street
     
 
                               
2.40
 
LCF7222
 
LCF
 
2040 Westmoreland Street
     
 
                               
2.41
 
LCF7243
 
LCF
 
Canterbury Building
     
 
                               
2.42
 
LCF7213
 
LCF
 
338 Oyster Point Road
     
 
                               
2.43
 
LCF72.09
 
LCF
 
5712-5716 Greendale Road
     
 
                               
2.44
 
LCF7224
 
LCF
 
5004-5010 West Clay Street
     
 
                               
2.45
 
LCF7242
 
LCF
 
Canterbury Green Office Building
     
 
                               
2.46
 
LCF7226
 
LCF
 
4909-4911 West Clay Street
     
 
                               
2.47
 
LCF7210
 
LCF
 
4100 West Clay Street
     
 
                               
2.48
 
LCF72.08
 
LCF
 
5612-5614 Greendale Road
     
 
                               
2.49
 
LCF7247
 
LCF
 
The Wilton Professional Building
     
 
                               
2.50
 
LCF7221
 
LCF
 
5001-5003 West Leigh Street
     
 
                               
2.51
 
LCF7220
 
LCF
 
4905 West Clay Street
     
 
                               
8
 
LCF56
 
LCF
 
Emerald Hills Village & Beaver Lake Estates
 
6
 
117,934.84
 
0.0025%
 
0.0025%
 
Actual/360
 
None
             
$4,450,000.00
8.01
 
LCF56.02
 
LCF
 
Emerald Hills Village
     
 
                               
8.02
 
LCF56.01
 
LCF
 
Beaver Lake Estates
     
 
                               
9
 
LCF73
 
LCF
 
U-Haul Pool 4
 
1
 
237,147.92
 
0.0025%
 
0.0025%
 
Actual/360
 
None
               
9.01
 
LCF73.06
 
LCF
 
U-Haul of Houston
     
 
                               
9.02
 
LCF73.17
 
LCF
 
U-Haul of Glendale
     
 
                               
9.03
 
LCF73.09
 
LCF
 
U-Haul of Savannah
     
 
                               
9.04
 
LCF73.07
 
LCF
 
U-Haul of Gretna
     
 
                               
9.05
 
LCF73.08
 
LCF
 
U-Haul of Tuscaloosa
     
 
                               
9.06
 
LCF73.03
 
LCF
 
U-Haul of Independence
     
 
                               
9.07
 
LCF73.10
 
LCF
 
U-Haul of Columbus
     
 
                               
9.08
 
LCF73.05
 
LCF
 
U-Haul of San Angelo
     
 
                               
9.09
 
LCF73.12
 
LCF
 
U-Haul of Memphis
     
 
                               
9.10
 
LCF73.15
 
LCF
 
U-Haul of Orange
     
 
                               
9.11
 
LCF73.13
 
LCF
 
U-Haul of Tampa
     
 
                               
9.12
 
LCF73.04
 
LCF
 
U-Haul of Topeka
     
 
                               
9.13
 
LCF73.16
 
LCF
 
U-Haul of Saddle Brook
     
 
                               
9.14
 
LCF73.14
 
LCF
 
U-Haul of Hartford
     
 
                               
9.15
 
LCF73.01
 
LCF
 
U-Haul of Anaheim
     
 
                               
9.16
 
LCF73.02
 
LCF
 
U-Haul of Pocatello
     
 
                               
9.17
 
LCF73.11
 
LCF
 
U-Haul of Middletown
     
 
                               
 
 
 

 
 
COMM 2014-LC17 - Mortgage Loan Schedule (PSA)
     
                                             
                       
Servicing Fee Rate
 
Interest
                   
       
Mortgage Loan
     
Due
 
Current Monthly
 
Master Servicing
 
Primary Servicing
 
Accrual
 
Letter of
     
Part of
 
Leasehold
 
Current Mezzanine
ID
 
Loan Number
 
 Seller
 
Mortgage Loan Name
 
Date
 
Debt Service
 
Fee Rate
 
Fee Rate
 
Method
 
Credit
 
Post-ARD Revised Rate
 
Loan Combination
 
Interest
 
or Subordinate Debt
12
 
LCF74
 
LCF
 
Bartlett Flex Portfolio
 
6
 
145,373.84
 
0.0025%
 
0.0025%
 
Actual/360
 
None
               
12.01
 
LCF74.02
 
LCF
 
3110 Stage Post Drive
     
 
                               
12.02
 
LCF74.14
 
LCF
 
8500 Wolf Lake Drive
     
 
                               
12.03
 
LCF74.11
 
LCF
 
8390 Wolf Lake Drive
     
 
                               
12.04
 
LCF74.04
 
LCF
 
3144 Stage Post Drive
     
 
                               
12.05
 
LCF74.12
 
LCF
 
8400 Wolf Lake Drive